19._exhibit_2,_sample_agreement.pdf

2. The term of this Agreement is:

Agreement IFB 24-3009 Page 1 of 6 CDSS/To Be Determined

EXHIBIT A

(Standard Agreement)

SCOPE OF WORK

A. Introduction and Background

Contractor to provide to the California Department of Social Services (CDSS) all labor, materials, and equipment necessary to provide on-site witnessed shredding and destruction service of confidential materials at the CDSS’ locations statewide (regional offices, out-stations, field offices, etc.).

B. Contractor Responsibilities

Contractor Shall:

1. Provide to CDSS on-site witnessed shredding service of confidential materials at locations specified in Exhibit A, Attachment 1.

2. Contact the CDSS Project Representative to verify the type and number of locked security bins needed upon start of the contracted date, to arrange delivery of locked security bins and obtain the local contact information.

3. Provide all materials, equipment, and supplies including labor, vehicles, and power necessary to provide on-site witnessed mobile shredding service for the complete destruction of confidential documents including but not limited to hard drives, paper, paper clips, post-its, glossy paper, carbonless paper, fax paper, hanging file folders, binders, floppy disks, microfilm/fiche, video/audio tapes, CD’s, and fax rolls.

4. Provide an enclosed truck mounted, industrial shredder which has its own power source and shall be able to provide full service regardless of weather conditions.

Contractor’s truck mounted industrial shredder shall be able to shred a minimum of 3,000 lbs. of paper material per hour. Contractor shall be required to supply documentation proving shredder can shred a minimum of 3,000 lbs. per hour.

All subcontractors must also provide documentation proving shredder can shred a minimum of 3,000 lbs. per hour. If the capability of the shredder used is less than the minimum required, this may be grounds for CDSS to terminate this Agreement for cause.

5. Possess a backup industrial shredder for immediate use in case the primary 3,000lb. per hour shredder becomes temporarily inoperable. If a single 3,000 lb.

shredder is not available, multiple shredders combined that are able to meet the

Agreement IFB 24-3009 Page 2 of 6 minimum 3,000 lbs. per hour may be used for the purpose of the backup shredder(s) only. Contractor shall be required to supply documentation proving backup shredder(s) can shred a minimum of 3,000 lbs. per hour. All subcontractors must also provide documentation proving shredder(s) can shred a minimum of 3,000 lbs. per hour. If the capability of the backup shredder(s) used is less than the minimum required, this may be grounds for CDSS to terminate this Agreement for cause.

6. Ensure that each driver connected with performance of this Agreement possesses and maintains for the duration of the Agreement a valid and appropriate California Driver’s License issued by California Department of Motor Vehicles.

7. Contractor must possess a valid California Department of Motor Vehicle Carrier Permit authorizing transportation of property for hire by motor vehicle and operate within the scope of the permit. Permit must be in good standing during the term of the agreement.

8. Submit a copy of current registration of the vehicle(s) to be used in the performance of this Agreement.

9. Provide locked security bins for disposal of confidential material. The Contractor shall collect all security bins, take them out to the mobile shredding unit and shred the contained material onsite. The pick-up of the material from the bins and the shredding shall be witnessed by a designated CDSS employee. The Contractor shall leave a “Certificate of Destruction” and a signed copy of the CDSS service receipt reflecting the size and number of bins and boxes serviced and the date of the service with the witness.

10. Not collect any additional charges for travel. The Contractor must be able to provide service to all locations listed within Exhibit A, Attachment 1. Locations may be added or deleted as required by CDSS through an amendment. Should the locations listed relocate or if other locations are established during the term of the contract, Contractor shall provide services in the new location(s). Cost for added or relocated locations would be assessed at the per unit rates identified Exhibit A - Attachment 1.

Agreement IFB 24-3009 Page 3 of 6

11. Not charge CDSS for a cancellation made to the Contractors minimum of 72 hours prior to the scheduled pick-up.

12. Arrange a schedule of biweekly (every two weeks), monthly, or quarterly, for on– site destruction witnessed by a designated CDSS employee, of the materials contained in the security bins. The schedule must be mutually agreed upon between the Contractor and the CDSS contact person. The Contractor must adhere to the established schedule unless the CDSS contact person and the Contractor mutually agree upon a new schedule.

13. Provide services during the week, Monday through Friday between the hours of 7:30 a.m. and 3:30 p.m., excluding state holidays. If a scheduled service visit falls on a state holiday, the Contractor shall reschedule the service for the workday either preceding or following the holiday.

14. Provide services on-site in the parking lots or streets surrounding CDSS office locations and shall be provided in such a manner as to not disrupt other businesses in the immediate vicinity. Contractor shall park their vehicle in such a manner which shall not block parked vehicles, or they shall park as directed by the CDSS contact person at each location. The Contractor shall conform to all zoning requirements including requirements involving noise.

15. Ensure all materials are completely destroyed. Due to the variations in machinery in the shredding industry, it is difficult to give exact dimensions;

however, in all cases the shredding shall be small enough that information within the documents is unrecoverable.

16. Hard drives shall be serviced on a as needed basis. When hard drives are serviced, Contractor must provide the quantity and complete list of serial numbers of hard drives destroyed.

17. Remove all shredded materials after the service is completed. Shredded material must be disposed of by a secure recycling service. There shall be no debris left on the premises due to the destruction operation. Noncompliance shall result in termination for cause of this Agreement.

18. Shred all materials “as is.” CDSS employees shall not be required to sort through the materials for any reason.

Agreement IFB 24-3009 Page 4 of 6

19. Provide Services only by the Contractor’s authorized employees with proper identification. Contractor shall conduct California Department of Justice (DOJ) background checks on all employees deployed to work at any CDSS location.

Due to the sensitivity and confidentiality of paperwork being destroyed, Contractor shall not deploy any employees with active arrests or felony convictions to any CDSS location. The CDSS reserves the right to request copies of DOJ background checks for any Contractor employee deployed to work at any CDSS location at any time during the duration of this Agreement.

Before the effective date of the contract, Contractor shall provide a listing of authorized employees to each CDSS contact person. The listing must include the authorized employee’s typed names and actual signatures. The listing must be updated and provided to the CDSS contact person when any change is made to the specific location.

20. Provide a listing of authorized employees to each CDSS contact person, before the effective date of the Agreement. The listing must include the authorized employee’s typed names and actual signatures. The listing must be updated and provided to the CDSS contact person when any change is made to the specific location.

21. For security reasons, all Contractor employees are required to show photo ID identifying themselves and the company. The Contractor must give at least twenty-four (24) hours in advance verbal notice to the CDSS contact person if they cannot make a scheduled service visit. If the delay in service is due to the breakdown of the mobile shredding machine, the Contractor must notify the CDSS contact person immediately. Contractor must reschedule and provide the services within forty-eight (48) hours of the originally scheduled visit.

22. Not be liable for non-performance or delays caused by strikes, riots, act of God or other means beyond the Contractor’s control.

23. Perform promptly, with diligence, in a competent, safe and professional manner by experienced and properly trained workers and shall be performed to CDSS satisfaction. The Contractor shall demonstrate due caution in handling the materials while on CDSS’ premises. All materials shall be handled by the Contractor in such a manner as to prevent loss or unauthorized inspection at any time. The CDSS shall not be held liable for any loss or damage sustained

Agreement IFB 24-3009 Page 5 of 6 by the Contractor in connection with the service.

24. Separate invoices for each location even if they are in the same building and services are provided on the same day. Each location must be treated as a separate customer. The Contractor shall provide a “Certificate of Destruction” to the CDSS witness at the completion of each service visit. In addition, the Contractor shall provide the CDSS service receipt to the CDSS witness at the completion of the service visit. The Contractor shall also retain a copy of the CDSS service receipt which shall include the location of service, CDSS contact person and telephone number, number of bins emptied, date of service and the authorized Contractor and CDSS’ witnessed signatures. The CDSS service receipt is to be used in support of charges invoiced.

25. All shredded material which can be recycled must be recycled to support The California Integrated Waste Management Act (AB 939, Chapter 1095, Statutes of 1989). However, all confidential information must be destroyed.

C. CDSS Responsibilities

CDSS shall:

1. Provide the Contractor with local contact information.

2. Upon receipt of required documents for adding or changing a subcontractor, determine if a written approval shall be issued before a subcontractor can be added or changed to perform any services.

3. Have a CDSS employee witness the pickup of the locked security bins and the shredding of materials.

4. Change the frequency of service as deemed necessary by CDSS and by written notification to the Contractor. The CDSS shall provide thirty (30) days written notice in these instances.

5. Not guarantee a minimum number of locked security bins or hard drives to be serviced.

6. Give prior approval for any additional locked security bins and/or service trips beyond the established schedule.

Agreement IFB 24-3009 Page 6 of 6

7. Not be held liable for any loss or damage sustained by the Contractor in connection with the service.

8. Reserve the right to schedule additional service trips and/or request additional locked security bins if necessary. The CDSS shall give prior approval for any extra service beyond the established schedule and capacity of the locked security bins. If additional destruction services are required, Contractor shall be notified at least five (5) business days before the CDSS requests service. Cost for additional destruction services or locked security bins shall be at the same rates as specified in Exhibit B.

9. Reserves the right to schedule additional service visits if necessary. If additional destruction services are required, the Contractor shall be notified at least five (5) business days before the time CDSS requests service.

The CDSS must give prior approval for any extra service beyond the established schedule and beyond the capacity of the security bins.

10. All printing shall be sent to the California Department of General Services, Office of State Publishing (OSP). It is the responsibility of the CDSS Project Representative to obtain an exemption from OSP to competitively bid out any and all printing listed within this Agreement.

D. Project Representatives

The Project Representatives during the term of this Agreement shall be:

CDSS Contractor

TBD TBD

The Project Representative may be changed by providing written notice to the other party within five (5) business days of the change. Said change shall not require an amendment to this Agreement.

Agreement IFB 24-3009 Exhibit A – Attachment 1 CDSS/To Be Determined Page 1 of 3

CDSS Locations List

Northern Region

Location Address Frequency of Service # of 32-gallon locked consoles # of 64-gallon locked bins # of 95-gallon locked bins

749 F Street Suite B, Arcata Every 4 weeks on Wednesday 0 1 0 520 Cohasset Road #140, Chico 1st Friday every Month 0 1 0 520 Cohasset Road # 170, Chico 1st Friday every Month 0 1 0 1640 East Roseville Parkway #150, Roseville Every 4 weeks on Tuesday 0 30 0 744 P Street OB 8, Sacramento Every 3 weeks on Wednesday 32 11 15 744 P Street OB 9, Sacramento Every 3 weeks on Wednesday 37 9 17 9835 Goethe Road #100, Sacramento Every 2 weeks on Thursday 4 1 2 2420 Del Paso Rd. Suite # 150, 150A and 150B Sacramento Every 4 weeks on Monday 0 8 0 9835 Goethe Road #200/220, Sacramento Every 2 weeks on Thursday 0 1 3 3831 N Freeway #125, Sacramento Every 4 weeks on Monday 0 0 1 2420 Del Paso Rd., #200, Sacramento Every 4 weeks on Monday 0 8 0 851 Traeger Ave #360, San Bruno Every 4 weeks on Tuesday 0 3 0 2580 N First St #300 CC, San Jose Every 4 weeks on Thursday 0 1 0 2580 N First St #350 CR, San Jose Every 4 weeks on Thursday 0 1 0

10100 Trinity Parkway #200, Stockton Every 2 weeks on Friday 0 10 0 236 George Street #201, Vallejo 4th Thursday every Month 1 0 0

Notes:

1. The State, at its discretion, during the term of the contract may amend for frequency of service trips and to add funds to complete the identified tasks at the originally agreed upon costs per sized lockable bin.

2. Locations may be added or deleted as required by CDSS through an amendment. Should the locations listed relocate or additional locations be established during the term of the contract, the awarded contactor shall provide services in the new location(s) at the agreed upon rates for the region within which the location(s) is located.

Agreement IFB 24-3009 Exhibit A – Attachment 1 CDSS/To Be Determined Page 2 of 3

Central Region

Location Address Frequency of Service Trips # of 32-gallon cabinet # of 64-gallon locked bins # of 95 gallons of locked bins

377 West Spruce Ave, Ste #101, Clovis 2nd Thursday & 4th Wednesday every Month 0 8 0

377 West Spruce Ave, Ste #102, Clovis 2nd Thursday & 4th Wednesday every Month 0 9 0

1312 East Shaw Avenue, Fresno 4th Wednesday every Month 0 1 0

1314 East Shaw Ave. Fresno 4th Wednesday every Month 0 1 0

1330 C E Shaw Ave, Fresno 4th Wednesday every Month 2 0 0

1310 East Shaw Ave. Fresno 4th Wednesday every Month 0 2 0

1515 Clay Street #800, Oakland 1st Friday every Month 0 1 0

1515 Clay Street, #310, Oakland 1st Friday every Month 0 1 0

1515 Clay Street, #1102, Oakland Every Friday 0 1 0

1515 Clay Street #500, Oakland 1st & 3rd Friday every Month 27 0 0

1515 Clay Street #1204, Oakland 1st Friday every Month 1 0 0

1515 Clay Street #1203, Oakland 1st Friday every Month 1 0 0

Notes:

1. The State, at its discretion, during the term of the contract may amend for frequency of service trips and to add funds to complete

2. Locations may be added or deleted as required by CDSS through an amendment. Should the locations listed relocate or additional locations be established during the term of the contract, the awarded contactor shall provide services in the new

Agreement IFB 24-3009 Exhibit A – Attachment 1 CDSS/To Be Determined Page 3 of 3

Southern Region

Location Address Frequency of Service # of 32-gallon locked consoles

# of 64-gallon locked bins

# of 95 gallons of locked bins

800 S Barranca Ave #300, Covina Bi-Weekly 0 13 0 300 Continental Blvd.,#240/290 El Segundo Monthly 0 5 0 400 Continental #340/350, El Segundo Monthly 0 7 0 39115 Trade center Dr, Suite 201, Palmdale Bi-Monthly 0 3 0 101 North Brand Blvd #400/500/520, Glendale Bi-Weekly 0 10 0 6500 Hollister Ave #200, Goleta Bi-Monthly 0 3 0 888 S Figueroa St, Suite 700, Los Angeles Monthly 0 2 0 888 S. Figueroa St, Suite 360, Los Angeles Monthly 0 1 0 1000 Corporate Center #670, Monterey Pk Monthly 4 0 0 1000 Corporate Center #630, Monterey Park Monthly 0 2 0 1000 Corporate Center #200A, Monterey Park Monthly 0 2 0 1000 Corporate Center #200B, Monterey Park Monthly 0 2 0 1000 Corporate Center #500, Monterey Park Monthly 0 2 0 1000 Corporate Center #300, Monterey Park Monthly 0 2 0 1000 Corporate Center #350, Monterey Park Monthly 0 2 0 770 The Clay Drive #7100, Orange Monthly 0 3 0 750 The Clay Drive #250, Orange Monthly 0 1 0 3737 Main Street #600, Riverside Monthly 0 4 0 3737 Main Street #650, Riverside Monthly 0 1 0 3737 Main Street #700, Riverside Monthly 0 2 0 1650 Spruce Street, #200, Riverside Monthly 0 2 0 3801 University Ave, Suite 500, Riverside Monthly 1 1 0 685 E. Carnegie Drive, Suite 125, San Bernardino Monthly 0 1 0 7575 Metropolitan Dr #110, San Diego Bi-Weekly 0 3 0 7575 Metropolitan Dr #109, San Diego Bi-Weekly 0 1 0 7575 Metropolitan Dr #301, San Diego Bi-Weekly 11 5 0 7575 Metropolitan Dr #300, San Diego Bi-Weekly 0 8 0 15333 Ave of Science #200, San Diego Bi-Weekly 0 9 0 338 Via Vera Cruz, Suite 280, San Marcos Bi-Weekly 0 2 0

21731 Ventura Blvd #250, Woodland Hills Monthly 0 2 0

Notes:

1. The State, at its discretion, during the term of the contract may amend for frequency of service trips and to add funds to complete

2. Locations may be added or deleted as required by CDSS through an amendment. Should the locations listed relocate or additional locations be established during the term of the contract, the awarded contactor shall provide services in the new

Agreement IFB-24-3009 Exhibit A - Attachment 2 CDSS/To Be Determined Page 1 of 1

OBSERVED STATE HOLIDAYS

NOTE: When a State holiday falls on a Sunday, it is observed the following Monday.

# HOLIDAY DATE OBSERVED

1. NEW YEAR’S DAY JANUARY 1

2. MARTIN LUTHER KING DAY 3RD MONDAY IN JANUARY

3. PRESIDENT’S DAY 3RD MONDAY IN FEBRUARY

4. CESAR CHAVEZ DAY MARCH 31

5. MEMORIAL DAY LAST MONDAY IN MAY

6. INDEPENDENCE DAY JULY 4

7. LABOR DAY 1ST MONDAY IN SEPTEMBER

8. VETERAN’S DAY NOVEMBER 11

9. THANKSGIVING DAY 4TH THURSDAY IN NOVEMBER

10. DAY AFTER THANKSGIVING 4TH FRIDAY IN NOVEMBER

11. CHRISTMAS DAY DECEMBER 25

Agreement IFB 24-3009 Page 1 of 3

EXHIBIT B

(Standard Agreement)

Revised 12/29/23

BUDGET DETAIL AND PAYMENT PROVISIONS

A. Invoicing and Payment

1. The maximum amount payable under this Agreement shall not exceed $TBD.

Shown below are the amounts that cannot be exceeded for each of the fiscal year(s):

2024/25 $TBD

2025/26 $TBD

2026/27 $TBD

2. For services satisfactorily rendered, and upon receipt and approval of the invoice(s), CDSS agrees to pay the Contractor for said services in accordance with the rates specified below.

To Be Determined Region:

Cost per (each) hard drive destroyed

Cost per (each) 32 gallon locked console

Cost per (each) 64 gallon locked bin

Cost per (each) 95 gallon locked bin

$TBD $ TBD $ TBD $ TBD

3. Funding for necessary travel expenses and per diem are included in this Agreement and shall be reimbursed at rates established by the California Department of Human Resources (CalHR) for comparable classes. (See https://www.calhr.ca.gov/employees/Pages/travel-reimbursements.aspx).

Contractor shall itemize travel expenses, including receipts, and submit to CDSS Program Contract Manager for approval. This approval, including itemization and receipts must be attached to the invoice submitted for payment. No travel outside of the State of California by Contractor shall be reimbursed unless there is prior written authorization from CDSS.

4. Invoices shall include the Agreement Number TBD and Reporting Structure TBD and shall be submitted not more frequently than monthly in arrears to:

California Department of Social Services

TBD

Any invoices submitted without the above referenced information may be returned to the Contractor for further re-processing.

Agreement IFB 24-3009 Page 2 of 3

EXHIBIT B

(Standard Agreement)

Revised 12/29/23

B. State Budget Contingency Clause

1. 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, CDSS 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.

2. If funding for any fiscal year is reduced or deleted by the Budget Act for purposes of this program, CDSS 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.

C. For Contract with Federal Funds

1. It is mutually understood between the parties that this Agreement may have been written before ascertaining the availability of Congressional appropriation of funds, for the mutual benefit of both parties, in order to avoid program and fiscal delays which would occur if the Agreement were executed after that determination was made.

2. This Agreement is valid and enforceable only if sufficient funds are made available to the State by the United States Government for the term of this Agreement for the purposes of this program. In addition, this Agreement is subject to any additional restrictions, limitations, or conditions enacted by the Congress or any statute enacted by the Congress which may affect the provisions, terms, or funding of this Agreement in any manner.

3. It is mutually agreed that if the Congress does not appropriate sufficient funds for the program, this Agreement shall be amended to reflect any reduction in funds.

4. CDSS has the option to invalidate the Agreement under the 30-day cancellation clause or to amend the Agreement to reflect any reduction of funds.

D. Prompt Payment Clause

Payment shall be made in accordance with, and within the time specified in, Government Code Chapter 4.5, commencing with Section 927.

E. Review

CDSS reserves the right to review service levels and billing procedures as they impact charges against this Agreement.

Agreement IFB 24-3009 Page 3 of 3

EXHIBIT B

(Standard Agreement)

Revised 12/29/23

F. Final Billing

Invoices for services must be received by CDSS within 90 days following each state fiscal year, or 90 days following the end of the contract term, whichever comes first.

The final invoice must include the statement “Final Billing.”

G. Nonresident Tax Withholdings

Payments to all nonresidents may be subject to withholding. Nonresident payees performing services in California or receiving rent, lease, or royalty payments from property (real or personal) located in California shall have seven percent of their total payments withheld for state income taxes. However, no withholding is required if total payments to the payee are $1,500 or less for the calendar year.

Agreement IFB 24-3009 Page 1 of 5

EXHIBIT D

(Standard Agreement)

Revised 11/1/22

SPECIAL TERMS AND CONDITIONS

A. Dispute Provisions

1. If Contractor disputes a decision of the State’s Project Representative regarding the performance of this Agreement or on other issues for which the Project Representative is authorized by this Agreement to make a binding decision, Contractor shall provide written dispute notice to the State’s Project Representative within 15 calendar days after the date of the action. The written dispute notice shall contain the following information:

a. the decision under dispute;

b. the reason(s) Contractor believes the decision of the State’s Project Representative to have been in error (if applicable, reference pertinent contract provisions);

c. identification of all documents and substance of all oral communication which support Contractor’s position; and

d. the dollar amount in dispute, if applicable.

2. Upon receipt of the written dispute notice, the State program management shall examine the matter and issue a written decision to Contractor within 15 calendar days. The decision of State program management shall contain the following information:

a. a description of the dispute;

b. a reference to pertinent contract provisions, if applicable;

c. a statement of the factual areas of agreement or disagreement; and

d. a statement of the representative’s decision with supporting rationale.

3. The decision of the State program management shall be final unless, within 30 calendar days from the date of receipt of the decision, Contractor files with the California Department of Social Services a notice of appeal addressed to:

California Department of Social Services 744 P Street, M.S. 9-6-747

Sacramento, CA 95814 Attention: Chief, Contracts and Procurement Services Branch

Pending resolution of any dispute, Contractor shall diligently continue all contract work and comply with all of the Project Representative’s orders and directions.

Agreement IFB 24-3009 Page 2 of 5

EXHIBIT D

(Standard Agreement)

Revised 11/1/22

B. Termination Without Cause

This Agreement may be terminated without cause by the State upon 30 days written notice to Contractor.

C. Debarment and Suspension

For federally funded agreements, Contractor certifies that to the best of their knowledge and belief that they and their principals or affiliates or any subcontractor utilized under this Agreement, are not debarred or suspended from federal financial assistance programs and activities, nor proposed for debarment, declared ineligible, or voluntarily excluded from participation in covered transactions by any federal department or agency. Contractor also certifies that it or any of its subcontractors are not listed with any active exclusions on the System for Award Management (http://www.sam.gov) (Executive Order 12549, 2 C.F.R. Parts 180, 376, 417 and 2336).

D. Certification Regarding Lobbying

The following provisions are applicable to Cooperative Agreements and Contracts exceeding $100,000 in federal funds:

1. For agreements with contractors who are State entities not under the authority of the Governor, or cities, private firms, or agencies which are receiving in excess of $100,000 in federal funds from CDSS to perform services. By signing this Agreement, Contractor certifies that to the best of their knowledge and belief, that:

a. No federal appropriated funds have been paid or shall be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of a federal contract, the making of a federal grant, the making of a federal loan, the entering into of a cooperative agreement, and the extension, continuation, renewal, amendment, or modification of a federal contract, grant, loan, or cooperative agreement.

b. If any funds other than federal appropriated funds have been paid or shall be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this federal grant or agreement, the undersigned shall complete and submit Standard Form-LLL, “Disclosure of Lobbying Activities,” in accordance with its instructions.

Agreement IFB 24-3009 Page 3 of 5

EXHIBIT D

(Standard Agreement)

Revised 11/1/22

c. Contractor shall require that the language of this certification be included in the award documents for all covered subawards exceeding $100,000 in federal funds at all appropriate tiers and that all subrecipients shall certify and disclose accordingly.

2. This certification is a prerequisite for making or entering into this transaction and is imposed by Section 1352, Title 31, U.S. Code. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Any person who fails to file the required certification shall be subject to a civil penalty of no less than $10,000 and not more than $100,000 for each such failure.

3. Nonprofit organizations and Institutes of Higher Education are also required to comply with the lobbying provisions contained in 2 C.F.R. section 200.450 and 45 C.F.R. section 75.450.

E. Unruh Civil Rights Act and the Fair Employment & Housing Act

By entering into this Agreement, Contractor certifies compliance with the Unruh Civil Rights Act (Section 51 of the Civil Code) and the Fair Employment and Housing Act (Section 12960 of the Government Code); and if Contractor has an internal policy against a sovereign nation or peoples recognized by the United States government, Contractor certifies that such policies are not used in violation of the Unruh Civil Rights Act or the Fair Employment and Housing Act.

F. Computer Software Copyrights

Contractor certifies that it has appropriate systems and controls in place to ensure that state funds shall not be used in the performance of this Agreement for the acquisition, operation, or maintenance of computer software in violation of copyright laws.

G. OMB Audit

Pursuant to Office of Management and Budget (OMB) audit requirement regulations (2 C.F.R. § 200.501), non-federal entities that expend $750,000 or more in a year in federal awards from all sources combined shall have a single or program-specific audit conducted for that year in accordance with the provisions of 2 C.F.R. section

200.514 (previously OMB Circular A-133). All OMB audit reports shall meet the report submission requirements established in 2 C.F.R. section 200.512 and a copy shall be forwarded to CDSS.

Agreement IFB 24-3009 Page 4 of 5

EXHIBIT D

(Standard Agreement)

Revised 11/1/22

H. Subcontractors

The following provision is applicable to agreements in which the Contractor subcontracts out a portion of the work performed under this Agreement:

Contractor may enter into subcontracts for the services to be performed at Contractor’s expense, provided such subcontracts are consistent with this Agreement. Nothing contained in this Agreement or otherwise shall create any contractual relationship between CDSS and any subcontractors, and no subcontractor shall relieve Contractor of its responsibilities and obligations hereunder. Contractor agrees to be fully responsible to CDSS 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 Contractor. Contractor’s obligation to pay its subcontractors is an independent obligation from the obligation of CDSS to make payments to Contractor. As a result, CDSS shall have no obligation to pay or to enforce the payment of any moneys to any subcontractor. Contractor shall maintain a copy of each subcontract entered into in support of this Agreement and shall, upon request by CDSS, make copies available for approval, inspection, or audit. Contractor shall ensure that all subcontracts for services include provision(s) requiring compliance with applicable terms and conditions specified in this Agreement and shall, as applicable, advise all subcontractors of their obligations to comply with the terms of the Agreement between CDSS and Contractor.

I. Indirect Costs/Administrative Overhead

Where allowed and identified in this Agreement, Contractor may claim indirect costs.

Indirect costs are expenses incurred for administrative services such as, but not limited to, accounting; personnel and payroll administration; accounts payable services; general and specialized insurance coverage; compliance and regulatory monitoring; independent audit services; and legal services. Indirect costs are applied to personnel, operating expenses, supplies, equipment, and travel expenses. Contractor shall ensure that all administrative fees are reasonable considering the services being provided. Contractor may only pay overhead charges on the first $25,000 of each subcontract. Any subcontractor receiving $25,000 or more must be clearly identified in the budget display and excluded when the total indirect costs are calculated. Line-item budget shifts which increase the indirect costs shall not be allowed.

J. Accessibility Requirements

Contractor shall comply with California Government Code sections 7405 and 11135 which requires, among other things, that Contractor shall comply with the accessibility requirements of Section 508 of the Federal Rehabilitation Act of 1973, Agreement IFB 24-3009 Page 5 of 5

EXHIBIT D

(Standard Agreement)

Revised 11/1/22 as amended (29 U.S.C. Sec. 794d), and regulations implementing that act as set forth in Part 1194 of Title 36 of the Federal Code of Regulations. All Contractor deliverables shall meet the requirements of the Web Content Accessibility Guidelines 2.0, or a subsequent version, published by the Web Accessibility Initiative of the World Wide Web Consortium at minimum Level AA success criteria.

Contractor shall respond to and resolve any complaint regarding accessibility of its products or services that is brought to its attention.

K. Russia – Ukraine Conflict Economic Sanctions

Contractor shall ensure compliance with economic sanctions imposed by the U.S.

government in response to Russia's actions in Ukraine, as well as any sanctions imposed under state law (collectively, economic sanctions). Economic sanctions include, but are not limited to, refraining from new investments in, and financial transactions with, Russian institutions or companies that are headquartered or have their principal place of business in Russia (Russian entities), and not transferring technology to Russia or Russian entities. Contractor(s) are further notified that they shall be subject to additional reporting requirements pursuant to Executive Order (N- 6-22) issued on March 4, 2022, and any other subsequently issued orders.

Agreement IFB 24-3009 Page 1 of 4

CDSS/TBD

EXHIBIT E

Rev: 7/15/22

ADDITIONAL PROVISIONS

A. Contract Term and Amendment

The anticipated term of the resulting Agreement is July 1, 2024 or upon approval by the California Department of General Services, whichever is later, through June 30, 2027. The State may, at its discretion, exercise the option to extend the term of the Agreement for a period not to exceed twelve (12) months and/or add funds to complete the identified tasks at the originally agreed upon service rate(s).

The date of Agreement approval by the State, however, shall be the governing factor as to the date of commencement. Should performance commence before the Agreement is approved, such services may be considered voluntary.

B. Confidentiality Requirements

Contractor and its employees agree to comply with CDSS Confidentiality and Information Security Requirements as described in Exhibit E – Attachment 1.

C. Insurance Requirements

1. Contractor, at his/her own expense, shall maintain the following insurance coverage:

a. Commercial General Liability – Contractor shall maintain general liability on an occurrence form with limits not less than $1,000,000 per occurrence for bodily injury and property damage liability combined with a $2,000,000 annual policy aggregate. The policy shall include coverage for liabilities arising out of premises, operations, independent contractors, products, completed operations, personal & advertising injury, and liability assumed under an insured contract. This insurance shall apply separately to each insured against whom claim is made or suit is brought subject to the Contractor’s limit of liability.

The policy must include California Department of Social Services, State of California, its officers, agents, employees and servants as additional insureds, but only with respect to work performed under the contract.

This endorsement must be supplied under form acceptable to the Office of Risk and Insurance Management. In the case of Contractor’s utilization of subcontractors to complete the contracted scope of work, contractor shall include all subcontractors as insureds under Contractor’s insurance or supply evidence of insurance to The State equal to policies, coverages and limits required of Contractor.

Agreement IFB 24-3009 Page 2 of 4

b. Automobile Liability – 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 be endorsed to include The State of California, its officers, agents, employees and servants as additional insured, but only with respect to work performed under the contract. The additional insured endorsement is to be provided with the certificate of insurance.

c. Workers Compensation and Employers 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.

Employer’s liability limits of $1,000,000 are required.

The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the State. The waiver of subrogation endorsement is to be provided with the certificate of insurance.

2. Certificates evidencing Contractor's insurance coverage shall be filed with CDSS prior to execution of this Agreement.

D. General Provisions Applying to All Insurance Polices

1. 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.

2. Policy Cancellation / Termination & Notice of Non-Renewal – Contractor shall provide to the State within five business days a copy of any notice of Cancellation/Termination or Non-renewal received by contractor for any of the required insurance policies. In the event Contractor 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.

3. Deductible – Contractor is responsible for any deductible or self-insured retention contained within their insurance program.

4. 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.

Agreement IFB 24-3009 Page 3 of 4

5. Insurance Carrier Required Rating – All insurance companies must carry a rating acceptable to the Office of Risk and Insurance Management. If the Contractor is self insured for a portion or all of its insurance, review of financial information including a letter of credit may be required.

6. 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.

7. Inadequate Insurance – Inadequate or lack of insurance does not negate the contractor’s obligations under the contract.

E. Licenses

Contractor and its employees must have a valid California Class C driver’s license, which must be maintained throughout the term of the Contract.

F. Substitution of Subcontractor

Contractor may not substitute any subcontractor without advance written consent of

CDSS.

G. Disabled Veteran Business Enterprise Subcontractors

1. If for this agreement contractor made a commitment to achieve disabled veteran business enterprise (DVBE) participation, then contractor must within 60 days of receiving final payment under this agreement (or within such other time period as may be specified elsewhere in this agreement) certify in a report to the awarding department: (1) the total amount the prime contractor received under the contract;

(2) the name and address of the DVBE(s) that participated in the performance of the contract; (3) the amount each DVBE received from the prime contractor; (4) that all payments under the contract have been made to the DVBE(s); and (5) the actual percentage of DVBE participation that was achieved. A person or entity that knowingly provides false information shall be subject to a civil penalty for each violation. (Military & Veterans Code (M&VC) §999.5(d)).

2. Contractor understands and agrees that should award of this contract be based in part on their commitment to use the Disabled Veteran Business Enterprise (DVBE) subcontractor(s) identified in their bid or offer, per Military and Veterans Code

999.5 (e), a DVBE subcontractor may only be replaced by another DVBE subcontractor and must be approved by the Department of General Services (DGS). Changes to the scope of work that impact the DVBE subcontractor(s) identified in the bid or offer and approved DVBE substitutions will be documented by contract amendment.

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3. Failure of Contractor to seek substitution and adhere to the DVBE participation level identified in the bid or offer may be cause for contract termination, recovery of damages under the rights and remedies due to the State, and penalties as outlined in M&VC § 999.9; Public Contract Code (PCC) § 10115.10, or PCC § 4110 (applies to public works only).

H. DVBE Subcontractor Invoices

To ensure that DVBE participation is applied correctly, all DVBE subcontractor invoices submitted to the contractor must include the contract number.

2022 01 Exhibit E Attachment 1 - Contractor

The California Department of Social Services Confidentiality and Information Security Requirements

Contractor/Entity - v 2022 01

This Confidentiality and Information Security Requirements Exhibit (hereinafter referred to as “this Exhibit”) sets forth the information security and privacy requirements Contractor/Entity (hereinafter referred to as “Contractor”) is obligated to follow with respect to all confidential and sensitive information (as defined herein) disclosed to or collected by Contractor, pursuant to Contractor’s Agreement (the “Agreement”) with the California Department of Social Services (hereinafter “CDSS”) in which this Exhibit is incorporated. The CDSS and Contractor desire to protect the privacy and provide for the security of CDSS Confidential, Sensitive, and/or Personal (CSP) Information (hereinafter referred to as “CDSS CSP”) in compliance with state and federal statutes, rules and regulations.

I. Order of Precedence.

With respect to information security and privacy requirements for all CDSS CSP, unless specifically exempted, the terms and conditions of this Exhibit shall take precedence over any conflicting terms or conditions set forth in any other part of the Agreement between Contractor and CDSS.

II. Effect on Lower Tier Transactions.

The terms of this Exhibit shall apply to all lower tier transactions (e.g. agreements, sub-agreements, contracts, subcontracts, and sub-awards, etc.). Contractor shall incorporate the contents of this Exhibit into each lower tier transaction.

III. Confidentiality of Information.

A. DEFINITIONS.

The following definitions apply to this Exhibit and relate to CDSS Confidential, Sensitive, and/or Personal Information.

1. “Confidential Information” is information maintained by the CDSS that is exempt from disclosure under the provisions of the California Public Records Act (Government Codes Sections 7920.000 et seq.) or has restrictions on disclosure in accordance with other applicable state or federal laws.

2. “Sensitive Information” is information maintained by the CDSS, which is not confidential by definition, but requires special precautions to protect it from unauthorized access and/or modification (i.e., financial, or operational information). Sensitive information is information in which the disclosure would jeopardize the integrity of the CDSS (i.e., CDSS' fiscal resources and operations).

3. “Personal Information” is information, in any medium (paper, electronic, or oral) that identifies or describes an individual (i.e., name, social security number, driver’s license, home/mailing address, telephone number, financial matters with security codes, medical insurance policy number, Protected Health Information

Agreement IFB 24-3009 Exhibit E - Attachment 1 CDSS/To Be Determined Page 1 of 14

[PHI], etc.) and must be protected from inappropriate access, use or disclosure and must be made accessible to information subjects upon request. It can also be information in the possession of the Department in which the disclosure is limited by law or contractual Agreement (i.e., proprietary information, etc.).

4. “Breach” is

a. the unauthorized acquisition, access, use, or disclosure of

CDSS CSP in a manner which compromises the security, confidentiality or integrity of the information; or

b. the same as the definition of "breach of the security of the system" set forth in California Civil Code section 1798.29(f).

5. “Information Security Incident” is

a. unauthorized access or disclosure, modification, or destruction of, or interference with, CDSS CSP that actually or potentially jeopardizes the confidentiality, integrity, or availability of an information system or the information the system processes, stores, or transmits or that constitutes a violation or imminent threat of violation of any state or federal law or in a manner not permitted under the Agreement between Contractor and CDSS, including this Exhibit.

B. CDSS CSP which may become available to Contractor as a result of the implementation of the Agreement shall be protected by Contractor from unauthorized access, use, and disclosure as described in this Exhibit.

C. Contractor is notified that unauthorized disclosure of CDSS CSP may be subject to civil and/or criminal penalties under state and federal law, including but not limited to:

• California Welfare and Institutions Code section 10850

• Information Practices Act - California Civil Code section 1798 et seq.

• Public Records Act - California Government Code section 7920.000 et seq.

• California Penal Code Section 502, 11140-11144, 13301-13303

• Health Insurance Portability and Accountability Act of 1996 (“HIPAA”)

-45 CFR Parts 160 and 164

• Safeguarding Information for the Financial Assistance Programs - 45

CFR Part 205.50

• Unemployment Insurance Code section 14013

D. EXCLUSIONS.

“Confidential Information,” “Sensitive Information,” and “Personal Information” (CDSS CSP) does not include information that

1. is or becomes generally known or available to the public other than because of a breach by Contractor of these confidentiality provisions;

2. already known to Contractor before receipt from CDSS without an obligation of confidentiality owed to CDSS;

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3. provided to Contractor from a third party except where Contractor knows, or reasonably should know, that the disclosure constitutes a breach of confidentiality or a wrongful or tortious act; or

4. independently developed by Contractor without reference to the

CDSS CSP.

IV. Contractor Responsibilities.

A. Training.

Contractor shall instruct all employees, agents, and subcontractors with access to the CDSS CSP regarding:

1. The confidential nature of the information;

2. The civil and criminal sanctions against unauthorized access, use, or disclosure found in the California Civil Code Section 1798.55, Penal Code Section 502 and other state and federal laws;

3. CDSS procedures for reporting actual or suspected information security incidents in Paragraph V - Information Security Incidents and/or Breaches; and

4. That unauthorized access, use, or disclosure of CDSS CSP is grounds for immediate termination of this Agreement with CDSS and Contractor and may be subject to penalties, both civil and criminal.

B. Use Restrictions.

Contractor shall take the appropriate steps to ensure that their employees, agents, and subcontractors will not intentionally seek out, read, use, or disclose the CDSS CSP other than for the purposes described in the Agreement and to meet its obligations under the Agreement.

C. Disclosure of CDSS CSP.

Contractor shall not disclose any individually identifiable CDSS CSP to any person other than for the purposes described in the Agreement and to meet its obligations under the Agreement.

D. Subpoena.

If Contractor receives a subpoena or other validly issued administrative or judicial notice requesting the disclosure of CDSS CSP, Contractor will immediately notify the CDSS Program Contract Manager and the CDSS Information Security and Privacy Officer. In no event should notification to CDSS occur more than three (3) business days after receipt by Contractor’s responsible unit for handling subpoenas and court orders.

E. Information Security Officer.

Contractor shall designate an Information Security Officer to oversee its compliance with this Exhibit and to communicate with CDSS on matters concerning this Exhibit.

F. Requests for CDSS CSP by Third Parties.

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Contractor shall promptly transmit to the CDSS Program Contract Manager and the CDSS Information Security and Privacy Officer all requests for disclosure of any CDSS CSP requested by third parties to the Agreement between Contractor and CDSS (except from an Individual for an accounting of disclosures of the individual’s personal information pursuant to applicable state or federal law), unless prohibited from doing so by applicable state or federal law.

G. Documentation of Disclosures for Requests for Accounting.

Contractor shall maintain an accurate accounting of all requests for disclosure of CDSS CSP Information and the information necessary to respond to a request for an accounting of disclosures of personal information as required by Civil Code section 1798.25, or any applicable state or federal law.

H. Return or…