-
SB/DVBE NOTICE
- STANDARD AGREEMENT (STD 213)
-
EXHIBIT A: SCOPE OF WORK
- INTRODUCTION
- 1. AGREEMENT SUMMARY
- 2. LOCATION AND HOURS
- 3. PROJECT REPRESENTATIVES
- 4. PERFORMANCE DETAILS
- 5. ORGANIZATIONAL BACKGROUND
- 6. MINIMUM QUALIFICATIONS
- 7. WORK STANDARDS
- 8. BUDGET
- 9. INFORMATION SECURITY
- 10. TASKS AND DELIVERABLES
- 11. WORK AUTHORIZATION
- 12. GENERAL ACCEPTANCE
- 13. TIMESHEETS AND REPORTING
- EXHIBIT A1: WORK AUTHORIZATION
- EXHIBIT A2: TIMESHEET
-
EXHIBIT B: BUDGET DETAIL AND PAYMENT PROVISIONS
-
EXHIBIT B1: COST WORKSHEET
-
EXHIBIT C: GENERAL PROVISIONS
-
EXHIBIT D: ADDITIONAL CONTRACT REQUIREMENTS
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23-SA023 NetDocument Implementation
The details of the solicitation are below. To submit a response, please complete all the necessary fields within this page. You can navigate to different sections using the Table of Contents. You can save your progress by clicking the "Save" button and you can Submit your response by clicking the "Submit and Complete" button. If you have any questions as you draft a response, you can submit a question and receive a response via the Q&A tab during the time frame listed below.
Submission Start and End dates
December 21, 2023 at 12:00 AM - January 9, 2024 at 3:00 PM (Pacific Time (US & Canada))
Q&A Submission Window
December 21, 2023 at 12:00 AM - January 2, 2024 at 3:00 PM (Pacific Time (US & Canada))
COVER PAGE

Notice to Prospective Bidders
23-SA023 NetDocument Implementation
23-SA023
December 21, 2023,
As a State of California certified small business (SB) or disabled veteran business enterprise (DVBE), you are invited to review and respond to this contracting opportunity for Information Technology (IT) Consulting Services for NetDocument Implementation offered by the Department of Financial Protection and Innovation (DFPI). Government Code Section 14838.5 allows state agencies to contract with California certified SB's or DVBEs for goods, services and information technology for up to $249,999.99 as long as the agency obtains price quotations from two (2) or more certified SB's, including microbusiness(es) (MBs) or DVBEs with the condition that the contract award, if made, is to a California certified SB (MB) or DVBE. Refer to EXHIBIT A: SCOPE OF WORK for all required services.
1.
QUESTION SUBMISSIONS
Questions regarding this solicitation must be submitted in writing via the online submission portal by December 27, 2023 at 3:00 PM PST. Verbal information will not be binding on the State unless such information is issued in writing as an addendum.
2.
REQUIRED DOCUMENTS
2.1.
COST WORKSHEET
Please return Cost Worksheet via the online submission portal by January 9, 2024 at 3:00 PM PST. Please ensure insurance requirements and prevailing wages, if applicable, as identified in the sample contract are considered in your quote. DFPI reserves the right to reject any and all bids.
2.2.
CONSULTANT RESUMES
Consultant resumes for each major contract participant who will exercise a major administrative, or consultative role in carrying out the services. Note: These will be incorporated into the contract.
See EXHIBIT A: SCOPE OF WORK for minimum qualifications.
3.
SAMPLE CONTRACT
Please note: The attached sample contract consists of a sample STD 213 and all Exhibits & Attachments. Information displayed in orange font on the attached sample contract is for bidding purposes only and will not appear in the final contract.
4.
FUTURE REQUIRED DOCUMENTS
Please note: In order to award a contract, the apparent winning Contractor will need to complete the below items as directed and provided by the Contract Analyst. If the Contractor does not provide the required documents, DFPI reserves the right to reject the bid and move to the next highest score .
4.1.
PAYEE DATA RECORD (STD 204)
Payee Data Record (STD 204), which can be viewed and downloaded at the following internet site: STD 204 - Payee Data Record (ca.gov)
Upload not required until requested by DFPI
4.2.
BIDDER DECLARATION (GSPD-05-105)
Bidder Declaration (GSPD-05-105), which can be viewed and downloaded at the following internet site: https://www.documents.dgs.ca.gov/dgs/fmc/gs/pd/gspd05-105.pdf. Note - Primary Vendor is required to complete the majority of the work.
Upload not required until requested by DFPI
4.3.
COMMERCIALLY USEFUL FUNCTION (CUF)
Commercially Useful Function Certification (Pursuant to Chapter 623, Statutes of 2003), which can be viewed and downloaded at the following internet site: https://www.documents.dgs.ca.gov/dgs/fmc/dgs/obas201.pdf
Upload not required until requested by DFPI
4.4.
BIDDER REFERENCES
Three (3) Bidder References (with satisfactory job performance on similar scope work). References cannot be from DFPI or from the Department of Business Oversight.
Upload not required until requested by DFPI
4.5.
CERTIFICATE OF INSURANCE
Certificate of Insurance and its endorsements as identified in EXHIBIT: ADDITIONAL CONTRACT REQUIREMENTS of the attached sample contract.
Upload not required until requested by DFPI
5.
GENERAL PROVISIONS
Any agreement entered with the State of California, will have the following included by reference:
General Provisions Information Technology, which can be viewed and downloaded at the following internet site: https://www.dgs.ca.gov/-/media/Divisions/PD/PTCS/OPPL/Model-Language/IT/ITGeneralProvisions062122.pdf?la=en&hash=A627F242C01919F872687EC62B8BC6BF41BE876E
6.
RUSSIA SANCTIONS
Please be advised of Executive Order N-6-22 Russia Sanctions. On March 4, 2022, Governor Gavin Newsom issued Executive Order (EO) N-6-22 regarding Economic Sanctions against Russia and Russian entities and individuals. “Economic Sanctions” refers to sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine, as well as any sanctions imposed under state law. By submitting a bid, Bidder represents that it is not a target of Economic Sanctions. Should the State determine Bidder is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for rejection of the Bidder’s bid any time prior to contract execution, or, if determined after contract execution, shall be grounds for termination by the State.
7.
SOLICITATION REVIEW AND COMPARISON
At the time bids are reviewed, each bid shall be checked for the presence or absence of required information in conformance with the submission requirements.
DFPI shall then review bids which meet the submission requirements to determine its responsiveness. If a response is missing information required in either Attachments, it may be deemed not responsive. Further review is subject to DFPI’s discretion.
The bidder with the highest points will be awarded the contract.
7.1.
SOLICITATION EVALUATION
Bids must receive a minimum 70% score in the technical/experience section to be considered.
1 |
Experience |
|
|
Project/Engagement Manager Experience |
|
|
Experience engaging in a Project Manager or Engagement Manager role |
20 |
|
Experience leading the implementation of the NetDocuments Document Management System |
20 |
|
Professional Services Consultant Experience |
|
|
Experience implementing NetDocuments Document Management systems |
25 |
|
Experience working with SharePoint |
20 |
|
Sub-Total |
85 |
2 |
Cost |
|
|
|
10 |
3 |
References |
|
|
|
5 |
|
TOTAL |
100 |
Cost evaluation will be based as follows:
Lowest Received Offer (hourly rate)/ Contractor’s Offer (hourly rate) |
X |
Maximum Cost Score |
= |
Cost Score |
Example:
Resource | Contractor #1 |
Contractor #2 |
Contractor #3 |
Contractor Bid (hourly rate) |
$95.00/hr |
$100.00/hr |
110.00/hr |
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Tie Breaker:
In the event of a precise tie between the highest score of a certified small business and the highest score of a certified disabled veteran owned business that is also a small business, the contract will be awarded to the disabled veteran owned small business. All other ties will be decided by coin toss.
7.2.
GENERAL TERMS AND REQUIREMENTS
- DFPI reserves the right at any time to reject any or all bids.
- All bids and related documents submitted in response to this solicitation become public information and the property of the State of California and shall be retained for official purposes.
- All bid development costs are the Bidder's responsibility and shall not be chargeable to DFPI.
- The selected Bidder shall not commence work until the Purchase Order has been fully approved and authorization has been received from DFPI.
STANDARD AGREEMENT (STD 213)
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State of California
Department of Financial Protection & Innovation
Solicitation #23-SA023
23-SA023 NetDocument Implementation
EXHIBIT A: SCOPE OF WORK
INTRODUCTION
The Department's Legal Division is seeking to implement NetDocument's document management solution. Tasks are further defined in the Tasks section below.
1.
AGREEMENT SUMMARY
- Contractor shall provide to the Department of Financial Protection and Innovation (DFPI) all personnel, labor, equipment, tools, supplies, materials, transportation, licenses, permits and insurance to provide NetDocument Implementation.
- Contractor's rates, specified in SECTION 2. REQUIRED DOCUMENTS shall stay in effect for the entire contract term.
2.
LOCATION AND HOURS
- The primary services shall be performed remotely. However, if services need to be performed on site they shall be performed at 2101 Arena Blvd, Sacramento, CA. Consulting fees shall be charged for time on-premises.
NOTE: The Sacramento office location may move during the term of this agreement. DFPI shall notify the Contractor of the new address for the Sacramento office as needed.
- The services shall be provided Monday through Friday, 8:00 a.m. through 5:00 p.m. (Except state holidays), unless otherwise requested.
3.
PROJECT REPRESENTATIVES
The project representatives during the term of this agreement shall be:
State Agency: DFPI | Contractor: Enter Information |
Name: Linda Hoffman | Name: Enter Information |
Phone: 1 916-908-1060 | Phone: Enter Information |
Email: Linda.Hoffman@dfpi.ca.gov | Email: Enter Information |
Direct all contractual inquiries to:
State Agency: DFPI |
Contractor: Enter Information |
Section/Unit: Business Operations Office/Acquisitions Unit |
Section/Unit: Enter Information |
Attention: Lee Peters |
Attention: Enter Information |
Address: 2101 Arena Blvd., Sacramento, CA 95835 |
Address: Enter Information |
Phone: +15304559035 |
Phone: Enter Information |
Fax: N/A |
Fax: Enter Information |
Email: lee.peters@dfpi.ca.gov |
Email: Enter Information |
4.
PERFORMANCE DETAILS
- Contractor is responsible for the work described herein.
- All performance under the agreement shall be completed on or before the termination date of the agreement.
- The Contractor shall not be authorized to deliver or commence performance of services until written approval has been obtained from the Contract Administrator. Any delivery of performance of service commended prior to obtaining all written approvals shall be considered voluntary and will not be compensated.
5.
ORGANIZATIONAL BACKGROUND
- The Department of Financial Protection and Innovation (DFPI) provides protection to consumers and services to businesses engaged in financial transactions. The Department regulates a variety of financial services, products, and professionals. The Department oversees the operations of state-licensed financial institutions, including banks, credit unions, money transmitters, issuers of payment instruments and travelers’ checks, and premium finance companies. Additionally, the Department licenses and regulates a variety of financial service providers, including securities brokers and dealers, investment advisers, deferred deposit transaction originators (commonly known as payday loans) and certain fiduciaries and lenders. The Department also regulates the offer and sale of securities, franchises, and off exchange commodities.
The DFPI has five offices, located in four cities: Sacramento, San Francisco, Los Angeles, and San Diego. The Sacramento office is the headquarter office and the main Information Technology hub. The Information Technology Services Division (ITSD) provides IT Services for DFPI and is responsible for providing systems support, maintenance, enhancements, and new development.
6.
MINIMUM QUALIFICATIONS
- DFPI reserves the right to request replacement of Contractor's personnel upon reasonable request of DFPI.
- This is a consulting service contract. Each proposed individual should possess the following skills and experience as listed below. A resume for each proposed consultant must be submitted and should include a clear indication of specific experience that meets the minimum requirements listed below.
Project/Engagement Manager | |
Minimum Requirements/Experience |
Desired Experience |
Three (3) years serving in a Project Manager or Engagement Manager role |
Five (5) or more years serving in a Project Manager or Engagement Manager role |
Three (3) or more years leading the implementation of the NetDocuments Document Management System |
Five (5) or more years leading the implementation of the NetDocuments Document Management System |
Professional Services Consultant | |
Minimum Requirements/Experience |
Desired Experience |
Three (3) years of experience implementing NetDocuments Document Management systems |
Five (5) years of experience implementing NetDocuments Document Management systems |
Three (3) years of experience working with SharePoint |
Five (5) years of experience working with SharePoint |
7.
WORK STANDARDS
The consultants shall perform all services under this Contract remotely using DFPI provided equipment. The Vendor shall provide the services during regular State business hours, and at all other times as required to successfully provide the services described in this SOW. The Vendor may be required to travel to other site locations at no cost to the DFPI for meetings or to perform tasks.
Travel is not expected under this contract, however, should the need arise travel costs are not included as part of this contract. For any necessary travel to one of DFPI’s offices (Sacramento, San Francisco, Los Angeles, and San Diego) the Contractor will absorb all travel and per diem costs. DFPI will not pay for any travel costs.
DFPI will provide computing devices for remote consultants based in the continental US. Consultants are forbidden from connecting non-DFPI equipment to DFPI’s networks. Computing devices may be picked up in person at our offices in Sacramento, Los Angeles or San Francisco or can be shipped to consultant.
The contractor’s support team members must be at a sufficient level to complete the agreed upon deliverables timeline. The State recognizes that a resignation, or other such event, may cause team members to not be available for the duration of this contract. If this event should occur, the contractor must agree that DFPI reserves the right to approve or deny all replacement team members assigned to the project. Lack or shortage of personnel staff shall not relieve the contractor from meeting contract deliverables to the satisfaction of the Department of Financial Protection and Innovation and within agreed upon timelines.
Staff changes and/or substitutions must be approved by DFPI prior to the start of work. An unsigned Consultant Change Request Worksheet must be completed and submitted to DFPI’s Contract Manager (CM) along with documents mentioned on the worksheet. After the CM reviews the documents, if no additional information is needed the Worksheet will be sent for signatures (including to the vendor) via AdobeSign. If additional information is needed, once received and the Worksheet is updated, the document will be sent for signatures. DFPI reserves the right to request staff changes for staff assigned.
8.
BUDGET
The term of the Agreement is anticipated to start January 25, 2024, and end January 24, 2025, or one (1) year from the effective date, whichever is later. The dollar amount will be $52,000. DFPI reserves the option to amend the contract to add up to two (2) additional years and add up to $22,000.00. The total amount for this contract, including amendments, shall not exceed $74,000.
9.
INFORMATION SECURITY
Information security is defined as the preservation of the confidentiality, integrity, and availability of information. A secure environment is required to protect confidential information. All records received, handled, or viewed by the contractor and/or consultants will be securely maintained, and they will protect the data from unauthorized access, use or disclosure.
Additionally:
- The contractor must adhere to State Administrative Manual (SAM), Section 5300, which includes the National Institute of Standards and Technology (NIST) SP 800-53 and Federal Information Security Modernization Act (FISMA), Statewide Information Management Manual (SIMM) 5300-A, and 5300-B, Federal Information Processing Standards (FIPS) Publication 140-2 and American National Standards Institute (ANSI).
- The Contractor is required to read and acknowledge DFPI’s Acceptable Use policy. DFPI’s Acceptable Use Policy form must be signed and returned within 30 days of the Contract approval.
- The Contractor, if applicable, is required to complete the DFPI Security Training provided by DFPI’s Information Security Unit.
- As part of this contract, the Contractor shall be responsible for all costs incurred by the DFPI due to any and every security incident resulting from the Contractor’s failure to perform or negligent acts of its personnel, and resulting in an unauthorized disclosure, release, access, review, destruction, loss, theft, or misuse of an information asset. If the contractor experiences an actual or potential loss of data or breach of data security, the contractor shall, within two (2) hours of its discovery thereof, report the loss or security breach to the DFPI Information Security Office at security@dfpi.ca.gov. If DFPI determines that notice to the individual(s) whose data has been lost or breached is appropriate, the contractor will bear any and all costs associated with the notice or any mitigation selected by the DFPI (California Civil Code s. 1798.29(a) [agency] and California Civ. Code s. 1798.82(a) (j 1-3)[person or business]). These costs include, but are not limited to, consultant time, material costs, postage, media announcements, and other identifiable costs associated with the breach or loss of data.
- Prior to expiration of the contract, if applicable, the contractor shall return all State property, including security badges to the DFPI ITSD Primary Contact.
10.
TASKS AND DELIVERABLES
All tasks, deliverables and acceptance criteria will be detailed in work authorization documents. Work authorizations may be paid on a “time and material” basis or a “deliverable” basis, as mutually agreed upon between DFPI and vendor when each work authorization is created. The tasks to be performed may include, but are not limited to the following:
Task 1: Build
- Migration development
- File System/SharePoint Metadata to NetDocument mapping utilizing SQL queries to analyze and import tables from existing document repository.
- Reporting and refinement as needed.
- Workstation deployment support, as needed.
- Migration Plan
- Migration Plan
Deliverables
- Data mapping documentation
- Issues Report
- Documentation of provided support.
Task 2 :Testing and Acceptance Phase
- Validation, Refinement
- Perform test import of content from existing document file to NetDocuments.
- Proof of Concept (POC) handoff meeting.
- Validate successful test with firm and fine-tune any needed adjustments prior to go live.
Deliverables
- Migration Plan
- Issues Report
- Documentation of support
Task 3: Execute Phase
- Export of Alpha & Delta content from existing document repository
- Preparation for and execution of migration; review and report results
- Import tables.
Deliverables
- Migration Plan
- Migration Issue Report (if any)
- Import Tables Issue Report (if any)
Task 4: Training
- Administrative Training to develop an understanding of the components, tools, features, capabilities, and key recurring tasks for an IT administrator
- Training end users on the NetDocuments platform for go live
Deliverables
- Training Plan
- User Training Documentation
Task 5: Support
- Support to ensure all tools, features and capabilities ordered are functioning
- Go live support during the first week via live Microsoft Teams meetings to alleviate triage of support requests.
Deliverables
- Issues Resolution log
- System Hand-Off Documentation
11.
WORK AUTHORIZATION
- In order to implement the statement of work, the Contractor, with consultation with the DFPI Project Manager and Contract Manager, shall prepare work authorizations further defining tasks to be completed. Each work authorization shall be prepared in accordance with the attached sample contained in Exhibit A1, which is incorporated into this contract.
- Each Work Authorization shall consist of a detailed statement of the purpose, objective, or goals to be undertaken by the Contractor, an estimated time schedule for the provisions of these services by the Contractor, the name of the Contractor personnel to be assigned, the Contractor's estimated work hours required to accomplish the purpose, objective or goals, the Contractor's billing rates per work hour, and the Contractor's estimated total cost of the Work Authorization.
- All Work Authorizations must be in writing prior to beginning work and signed by the Contractor and the DFPI Contract Manager.
- If, in the performance of the work, the Contractor determines that a Work Authorization to be performed under this Contract cannot be accomplished within the estimated work hours, the Contractor will immediately notify the State in writing of the Contractor's estimate of the work hours which will be required to complete the Work Authorization in full. Upon receipt of such notification, the State may:
- Alter the Work Authorization to authorize the Contractor to expend the estimated additional work hours of service in excess of the original estimate necessary to accomplish the Work Authorization, or
- Terminate the Work Authorization, or
- Alter the scope of the Work Authorization in order to define tasks that can be accomplished within the remaining estimated work hours.
- Alter the Work Authorization to authorize the Contractor to expend the estimated additional work hours of service in excess of the original estimate necessary to accomplish the Work Authorization, or
- If, in the performance of the work, the Contractor determines that a Work Authorization to be performed under this Contract cannot be accomplished within the estimated work hours, the Contractor will immediately notify the State in writing of the Contractor's estimate of the work hours which will be required to complete the Work Authorization in full. Upon receipt of such notification, the State may:
- Each Work Authorization shall consist of a detailed statement of the purpose, objective, or goals to be undertaken by the Contractor, an estimated time schedule for the provisions of these services by the Contractor, the name of the Contractor personnel to be assigned, the Contractor's estimated work hours required to accomplish the purpose, objective or goals, the Contractor's billing rates per work hour, and the Contractor's estimated total cost of the Work Authorization.
- It is understood and agreed by both parties to this Contract that all the terms and conditions of this Contract shall remain in force with the inclusion of any such Work Authorization. Such Work Authorization shall in no way constitute a contract other than as provided pursuant to this Contract nor in any way amend or supersede any of the other provisions of this Contract.
- The State has the right to require the Contractor to stop or suspend work on any Work Authorization pursuant to the “Stop Work” provision of the General Provisions.
- Personnel resources will not be expended (at a cost to the State) on task accomplishment in excess of estimated work hours required unless the procedure below is followed:
12.
GENERAL ACCEPTANCE
For each applicable task and/or deliverable, The ITSD Project Manager (PM) will provide the contractor a written (email) response within five business days of receipt of a deliverable. This written response will indicate either acceptance or rejection of the deliverable. If the deliverable is accepted, the contractor may invoice DFPI for that deliverable in accordance with the contract. If the deliverable is rejected, the PM will provide a detailed explanation as to why the deliverable was not sufficient. Additionally, all tasks shall be performed in close coordination and approval of DFPI Information Technology Services Division and Program Management. Deliverables shall be subject to testing prior to final acceptance.
13.
TIMESHEETS AND REPORTING
ITSD has two Vendor Timesheets versions: 1) Vendor Timesheets Time and Materials only and 2) Vendor Timesheets Mixed (Deliverable/T&M). The version used will be dependent on Work Authorizations issued for this contract.
ITSD Vendor timesheets shall be submitted twice per month as follows:
- Reporting period 1st - 15th due no later than 20th of the reporting month.
- Reporting period 16th - end of month due no later the 5th of the month following the reporting period.
Timesheets must include a brief detailed description of all hours being charged.
The Contractor shall forward to the Project Manager a progress report monthly, or more frequently if requested by the Project Manager. Each progress report will include:
- A brief narrative account of project tasks completed or partially completed since the last progress report.
- A brief discussion of problems encountered during the reporting period and how they were or are proposed to be resolved.
- A brief discussion of work planned, by project task, before the next progress report.
- If the work authorization project timeline is behind schedule, the progress report must contain an explanation of reasons and how Contractor plans to get the project back on schedule.
EXHIBIT A1: WORK AUTHORIZATION
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State of California
Department of Financial Protection & Innovation
Solicitation #23-SA023
23-SA023 NetDocument Implementation
EXHIBIT B: BUDGET DETAIL AND PAYMENT PROVISIONS
1.
INVOICING AND PAYMENT
- For services satisfactorily rendered, and upon receipt and approval of the invoices, the State agrees to compensate the Contractor for actual expenditures incurred in accordance with the rates specified herein, and made a part of this Agreement, identified in Exhibit B1 Budget Detail and Payment Provisions, SECTION 4.
PAYMENT DETAIL. No travel will be reimbursed.
Invoices shall include the Agreement Number, 23-SA023, and shall be submitted electronically not more frequently than monthly in arrears to:
Department of Financial Protection and Innovation
Attn: Accounting Office
accountingap@DFPI.ca.gov
Invoices shall include the following:
Agreement Number 23-SA023
Task Assignment #
Task #
Deliverable
Personnel, Rate and Hours
If Vendor is a DVBE, the following applies: Aligned with legislative changes of AB 230 (Brough, Chapter 676, Statutes of 2019) amending section 999.5 of the Military and Veterans Codes (MVC) and Sections 14839 and 14841 of the Government Code (GC) and the added Section 10230 to the Public Contract Code (PCC); AB 1365 ( Veterans Affairs Committee, Chapter 689, Statues of 2020) added Section 999.7 to the MVC, it is the awarded contractor’s responsibility to understand and comply with these requirements.
-
The awarded Contractor is required to submit a complete and accurate Prime Contractor’s Certification – DVBE Subcontracting Report ( STD 817) Upon contract completion.
-
The STD 817 can be found here: Prime Contractor’s DVBE Subcontracting Report (ca.gov)
-
DFPI will withhold $10,000, or full payment if less than $10,000, from a prime Contractor’s final payment pending the receipt of a complete and accurate STD 817.
-
DFPI will review the STD 817 and determine if it is complete and accurate. The withhold will only be released once the review and determination has been completed by DFPI.
-
If the STD 817 is late or incomplete, DFPI will send the prime Contractor a cure notice allowing a minimum of 15 days, but no more than 30 days, to meet the certification requirements.
-
If the prime Contractor does not comply by the identified deadline, the withhold is permanently deducted.
- All records shall be retained for a minimum of six (6) years.
2.
BUDGET CONTINGENCY CLAUSE
-
It is mutually agreed that if the Budget Act of the current year and/or any subsequent years covered under this Agreement does not appropriate sufficient funds for the program, this Agreement shall be of no further force and effect. In this event, the State shall have no liability to pay any funds whatsoever to Contractor or to furnish any other considerations under this Agreement and Contractor shall not be obligated to perform any provisions of this Agreement.
- If funding for any fiscal year is reduced or deleted by the Budget Act for purposes of this program, the State shall have the option to either cancel this Agreement with no liability occurring to the State or offer an agreement amendment to Contractor to reflect the reduced amount.
3.
PROMPT PAYMENT CLAUSE
Payment will be made in accordance with, and within the time specified in, Government Code Chapter 4.5, commencing with Section 927.
4.
PAYMENT DETAIL
In accordance with SECTION 1. INVOICING AND PAYMENT, Item 1.A. above, DFPI shall pay the Contractor in accordance with the rates identified in Exhibit B1 in SECTION 2. REQUIRED DOCUMENTS.
State of California
Department of Financial Protection & Innovation
Solicitation #23-SA023
23-SA023 NetDocument Implementation
EXHIBIT B1: COST WORKSHEET
COST WORKSHEET
<<PLACEHOLDER>>
State of California
Department of Financial Protection & Innovation
Solicitation #23-SA023
23-SA023 NetDocument Implementation
EXHIBIT C: GENERAL PROVISIONS
GENERAL PROVISIONS
Any agreement entered with the State of California, will have the following included by reference:
General Provisions Information Technology, which can be viewed and downloaded at the following internet site: https://www.dgs.ca.gov/-/media/Divisions/PD/PTCS/OPPL/Model-Language/IT/ITGeneralProvisions062122.pdf?la=en&hash=A627F242C01919F872687EC62B8BC6BF41BE876E
State of California
Department of Financial Protection & Innovation
Solicitation #23-SA023
23-SA023 NetDocument Implementation
EXHIBIT D: ADDITIONAL CONTRACT REQUIREMENTS
1.
SPECIAL TERMS AND CONDITIONS
-
Excise Tax
The State of California is exempt from federal excise taxes, and no payment will be made for any taxes levied on employees' wages. The State will pay for any applicable State of California or local sales or use taxes on the services rendered or equipment or parts supplied pursuant to this Agreement. The State of California may pay any applicable sales and use tax imposed by another State.
-
Settlement of Disputes
In the event of a dispute, the Contractor shall file a "Notice of Dispute" with the Department of Financial Protection and Innovation (DFPI), Commissioner, within ten (10) days of discovery of the problem. Within ten (10) business days, the Commissioner shall meet with the Contractor and Project Manager for purposes of resolving the dispute. The decision of the Commissioner shall be final. In the event of a dispute, the language contained within this Agreement shall prevail over any other language including that of the bid proposal.
-
Agency Liability
The Contractor warrants by execution of this Agreement, that no person or selling agency has been employed or retained to solicit or secure this Agreement upon agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the State shall, in addition to other remedies provided by law, have the right to annul this Agreement without liability, paying only for the value of the work performed, or otherwise recover the full amount of such commission, percentage, brokerage, or contingent fee.
-
Potential Subcontractors
Nothing contained in this Agreement or otherwise, shall create any Contractual relation between the State of California and any subcontractors, and no subcontract shall relieve the Contractor of his/her responsibilities and obligations hereunder. The Contractor agrees to be as fully responsible to the State of California for the acts and omissions of its subcontractors and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by the Contractor. The Contractor's obligation to pay its subcontractors is an independent obligation from the State of California obligation to make payments to the Contractor. A s a result, the State of California shall have no obligation to pay or enforce the payment of any moneys to any subcontractor.
-
Confidentiality of Data
The Software Management Policy requires that State Contractors certify they have appropriate systems and controls in place to ensure that State funds will not be used in the performance of a Contract for the acquisition, operation, or maintenance of computer software in violation of copyright laws. These requirements are incorporated as standard language in Contracts awarded by the State.
All financial, statistical, personal, technical, and other data and information relating to DFPI operations which are designated confidential by the DFPI and made available to the Contractor in order to carry out this Agreement/Contract, shall be protected by the Contractor from unauthorized use and disclosure. No reports, information, discoveries, or data obtained, assembled, or developed by the Contractor pursuant to this Contract shall be released, published, or made available to any individual/entity without prior written approval from the DFPI. The Contractor shall retain as confidential all recommendations made to the DFPI, all discussions between staff of DFPI and the Contractor and all communications, written, oral or electronic, between the Contractor and the DFPI.
The Contractor shall not be required under the provisions of this paragraph to keep confidential any data or information, which is or becomes publicly available, is already rightfully in the Contractor's possession, is independently developed by the Contractor outside the scope of this Agreement or is rightfully obtained from third parties.
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Executive Order N-6-22 – Russia Sanctions
On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. “Economic Sanctions” refers to sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine, as well as any sanctions imposed under State law. By submitting a bid or proposal, Contractor represents that it is not a target of Economic Sanctions. Should the State determine Contractor is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for rejection of the Contractor’s bid/proposal any time prior to Contract execution, or, if determined after Contract execution, shall be grounds for termination by the State.
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Cancellation
The DFPI reserves the right to cancel the Agreement with thirty (30) days advance written notice to the Contractor.
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Stop Work Order
The DFPI reserves the right to issue an order to stop work in the event that a dispute should arise, or in the event that State gives Contractor notice that the Agreement will be terminated. The stop-work order will be in effect until the dispute has been resolved or the Agreement has been terminated.
2.
AMENDMENTS
The DFPI reserves the right to amend this agreement under mutual signed agreement by both parties, and approved by DGS OLS if it's required. The Contract may require an amendment as a result of project review, changes and additions, changes in project scope, or availability of funding.
3.
INSURANCE REQUIREMENTS
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Commercial General Liability
Contractor shall maintain general liability on an occurrence form with limits not less than $1,000,000 per occurrence and $2,000,000 aggregate for bodily injury and property damage liability. The policy shall include coverage for liabilities arising out of premises, operations, independent Contractors, products, completed operations, personal and advertising injury, and liability assumed under an insured Agreement. This insurance shall apply separately to each insured against which claim is made, or suit is brought subject to the Contractor’s limit of liability. The policy must name The State of California, its officers, agents, and employees as additional insured, but only with respect to work performed under the Contract.
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Automobile Liability
If Contractor has commercially owned autos, Contractor shall maintain motor vehicle liability with limits not less than $1,000,000 combined single limit per accident. Such insurance shall cover liability arising out of a motor vehicle including owned, hired, and non-owned motor vehicles. The policy must name The State of California, its officers, agents, and employees as additional insured, but only with respect to work performed under the Contract.
If Contractor has personally owned autos, by signing this Agreement, the Contractor certifies that the Contractor and any employees, subcontractors or servants possess valid automobile coverage in accordance with California Vehicle Code Sections 16450 to 16457, inclusive. The State reserves the right to request proof at any time.
If auto ownership is unknown, Contractor shall maintain motor vehicle liability with limits not less than $1,000,000 combined single limit per accident. Such insurance shall cover liability arising out of a motor vehicle including owned, hired, and non-owned motor vehicles. The policy must name The State of California, its officers, agents, and employees as additional insured, but only with respect to work performed under the Contract.
If Contractor will not have any commercially owned vehicles used during the life of this Agreement, by signing this Agreement, the Contractor certifies that the Contractor and any employees, subcontractors or servants possess valid automobile coverage in accordance with California Vehicle Code Sections 16450 to 16457, inclusive. The State reserves the right to request proof at any time.
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Workers’ Compensation and Employer’s Liability
Contractor shall maintain statutory worker’s compensation and employer’s liability coverage for all its employees who will be engaged in the performance of the Contract. In addition, employer’s liability limits of $1,000,000 are required. If applicable, Contractor shall provide coverage for all its employees for any injuries or claims under the U.S. Longshoremen’s and Harbor Workers’ Compensation Act, the Jones Act or under laws, regulations, or statutes applicable to maritime employees. By signing this Contract, Contractor acknowledges compliance with these regulations. A Waiver of Subrogation or Right to Recover endorsement in favor of the State of California must be attached to the certificate.
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Professional Liability
If Contract has exposure of a professional nature, including Consultants, Doctors, Engineers, and other professions, Contractor shall maintain Professional Liability covering any damages caused by a negligent error, act, or omission with limits not less than $1,000,000 per claim and $2,000,000 policy aggregate. The Retroactive Date must be shown and must be before the date of the Contract or the beginning of Contract work. Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after completion of the Contract of work. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract effective date, the Contractor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.
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Motor Truck Cargo Legal Liability
If Contractor will be transporting State property, Contractor shall maintain Motor Truck Cargo Legal Liability with a limit no less than the full amount of State-owned property, materials, and/or equipment being transported. The policy coverage shall be on a Special Coverage Form including loading & unloading.
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Bailee’s Legal Liability
If Contractor will have State property in their care, custody, and/or control, including State property on their premise for storage, repair, and other conditions, Contractor shall maintain Bailee’s Legal Liability with a limit equal to the replacement value of State-owned property in Contractor’s care, custody, and control. The Contractor’s policy also must include coverage for state property, which is destroyed, including but not limited to by the following perils of fire, lightning, theft, burglary, robbery, windstorm, explosion, collision, floor, sprinkler leak, and earthquake.
4.
GENERAL PROVISIONS APPLYING TO ALL INSURANCE POLICIES
- Coverage Term – Coverage needs to be in force for the complete term of the Contract. If insurance expires during the term of the Contract, a new certificate must be received by the State at least ten (10) days prior to the expiration of this insurance. Any new insurance must still comply with the original terms of the Contract.
- Policy Cancellation or Termination & Notice of Non-Renewal – Contractor and/or Permittee is responsible to notify the State within five business days before the effective date of any cancellation, non-renewal, or material change that affects required insurance coverage. In the event Contractor and/or Permittee fails to keep in effect at all times the specified insurance coverage, the State may, in addition to any other remedies it may have, terminate this Contract upon the occurrence of such event, subject to the provisions of this Contract.
- Deductible – Contractor and/or Permittee is responsible for any deductible or self- insured retention contained within their insurance program.
- Primary Clause – Any required insurance contained in this Contract shall be primary, and not excess or contributory, to any other insurance carried by the State.
- Insurance Carrier Required Rating – All insurance companies must carry a rating acceptable to the Office of Risk and Insurance Management. If the Contractor and/or Permittee is self-insured for a portion or all its insurance, review of financial information including a letter of credit may be required.
- Endorsements – Any required endorsements requested by the State must be physically attached to all requested certificates of insurance and not substituted by referring to such coverage on the certificate of insurance.
- Inadequate Insurance – Inadequate or lack of insurance does not negate the Contractor and/or Permittee’s obligations under the Contract.
- Satisfying an SIR – All insurance required by this Contract must allow the State to pay and/or act as the Contractor’s agent in satisfying any self-insured retention (SIR). The choice to pay and/or act as the Contractor’s agent in satisfying any SIR is at the State’s discretion.
- Available Coverages/Limits – All coverage and limits available to the Contractor shall also be available and applicable to the State, regardless of the minimum limits required in Section 2. Insurance Requirements below.
- Subcontractors – In the case of Contractor and/or Permittee’s utilization of subcontractors to complete the Contracted scope of work, Contractor and/or Permittee shall include all subcontractors as insured under Contractor and/or Permittee’s insurance or supply evidence of insurance to The State equal to policies, coverages and limits required of Contractor and/or Permittee.
- Premiums – The Contractor/Permittee shall be responsible for any premium, deductible or self-insured retention in connection with any Required Insurance
- Required Insurance – By requiring the insurance herein, the Department does not represent that the insurance coverage and limits will necessarily be adequate to protect the Contractor/Permittee and such coverage and limits shall not be deemed as a limitation on the Contractor’s/Permittee’s liability under the indemnities granted to the Department in this Contract.
- Insurance Certificate – Contractor shall provide an insurance certificate evidencing the required insurance coverage before work commences under this Agreement