exhibit_2,_sample_agreement.pdf

2. The term of this Agreement is:

Agreement RFP 24-3004 Page 1 of 9

CDSS/TBD

EXHIBIT A

(Standard Agreement)

SCOPE OF WORK (SOW)

A. Background and Purpose

The California Department of Social Services (CDSS) and TBD (Contractor) enter into this Agreement to provide outreach and application assistance for the California Food Assistance Program (CFAP) expansion.

CFAP is a state-funded food benefit program for certain noncitizens who would be eligible to participate in CalFresh if not for their immigration status.1 Assembly Bill (AB) 135 (Chapter 85, Statutes of 2021) and Senate Bill (SB) 187 (Chapter 50, Statutes of 2022) authorized an expansion of CFAP to allow all noncitizens age 55 years or older, including undocumented individuals, to participate in the program.

CDSS is responsible for implementation and oversight of CFAP and the CFAP expansion. The “Focused Population” for the CFAP expansion are noncitizens age 55 years or older who are ineligible for federally funded CalFresh (also known as the Supplemental Nutrition Assistance Program) benefits based solely on their immigration status.

The Contractor shall develop and conduct statewide outreach services, in consultation with CDSS, to inform the newly eligible Focused Population of the CFAP benefit and opportunities to apply for and enroll in benefits. The outreach campaign must enhance access to food assistance through application assistance that is adapted to the geographical region served and verbally translated as deemed necessary to reach the Focused Population. Successful outreach efforts shall provide culturally competent messaging and application assistance to reduce misconceptions about CFAP participation and enable potentially eligible individuals to make informed decisions to participate in CFAP. “Culturally competent messaging,” for the purposes of this Agreement, is defined as effective communication with awareness, respect, and understanding of sociocultural factors to promote equity and the goal of improving access to CFAP food benefits.

B. Contractor Responsibilities

The Contractor Shall:

1. Outreach Plan & Materials

a. In consultation with CDSS and the entities described in subsection B.3 below, develop a CFAP expansion outreach project plan (hereinafter referred to as the Outreach Plan). The Outreach Plan shall include an implementation timeline and detailed descriptions of work to be undertaken by both the

1 Welfare & Institutions Code Section 18930 et. seq.

https://leginfo.legislature.ca.gov/faces/billNavClient.xhtml?bill_id=202120220AB135 https://leginfo.legislature.ca.gov/faces/billNavClient.xhtml?bill_id=202120220AB135 https://leginfo.legislature.ca.gov/faces/billTextClient.xhtml?bill_id=202120220SB187

Agreement RFP 24-3004 Page 2 of 9

Contractor and any subcontractors to complete all activities and produce all materials required under this Agreement during the term of the agreement.

The Outreach Plan is subject to CDSS approval. Contractor shall:

i. Submit an initial draft of the Outreach Plan to CDSS within one (1) month of the Agreement Start Date.

1. Upon CDSS’ request, additional drafts of the Outreach Plan shall be provided for review prior to the submission of the final Outreach Plan. This is to ensure that all necessary feedback is properly addressed and incorporated.

ii. Submit final Outreach Plan to CDSS within three (3) months of the

Agreement Start Date.

b. The Outreach Plan and subsequent outreach and application assistance activities shall address common barriers to program participation. The Contractor shall consult with the entities described in subsection B.3 below to identify and understand all of the common barriers. The common barriers to be addressed include but are not limited to:

i. Lack of knowledge about who is eligible for the program, especially among households with noncitizens who meet the age requirement.

ii. Frustration with the application process, especially with the amount and type of information required by the household to apply for CFAP.

iii. Misconceptions in immigrant communities, including but not limited to:

1. Fear of the public charge rule;

2. Fear that applying for CFAP or receiving public benefits may jeopardize their ability to obtain a lawful immigration status;

3. Fear that participation may alert federal authorities to participant’s immigration status and presence; and

4. Fear of losing future earnings by having to pay back the benefits they have received through the program.

iv. Language barriers for all non-English languages, including those living in indigenous agricultural worker communities who speak indigenous languages.

Agreement RFP 24-3004 Page 3 of 9

v. Perceptions among seniors that they are taking benefits away from others or have less need or reason to enroll.

c. Disseminate outreach content and materials that are developed by the Marketing and Media contractor, which are designed to use culturally competent messaging to reach the Focused Population and address the common barriers to participation addressed in paragraph B.1.b above.

d. Partner and consult with the CFAP Expansion Marketing and Media contractor and CDSS to receive training on the proper use of toolkits.

e. Provide ongoing support utilizing a combination of live meetings, live trainings (in-person and/or virtual), live webinars, live workshops, and phone calls to Application Assisters that shall be working with the Focused Population.

2. Application Assistance

a. Provide application assistance to the Focused Population.

i. Ensure a simple application process with multiple access points.

b. Conduct any necessary and approved outreach activities designed to increase rates of each of the following Application Assistance Activities:

i. CalFresh Applications Submitted. CalFresh applications (both paper and online) that are submitted on behalf of any household that identifies CFAP as a reason for the application.

ii. CalFresh Applications Approved. CalFresh applications that have been submitted on behalf of a household that include CFAP participant(s) and are approved by the CWD for benefits.

iii. SAR 7 Forms Submitted. SAR 7 forms that have been submitted on behalf of a household that includes CFAP participant(s). The Contractor shall work with their county to determine the SAR 7 form submission process that works best for the county.

iv. CalFresh Recertification Applications Submitted. CalFresh recertification applications that have been submitted on behalf of a household that includes CFAP participant(s). The Contractor shall work with their county to determine the recertification application submittal process that works best for the county.

Agreement RFP 24-3004 Page 4 of 9

c. Reporting for SOW item “Application Assistance Activities” shall be submitted as part of the quarterly narrative Progress Reports noted in subsection B.5.a.

i. For CalFresh Applications Submitted, the Contractor shall provide the number of applications submitted on behalf of any household that identifies CFAP as a reason for the application.

ii. For CalFresh Applications Approved, the Contractor shall provide the number of applications that have been submitted on behalf of a household that includes CFAP participant(s) and are approved by the CWD for benefits.

iii. For SAR 7 Forms and CalFresh Recertification Applications Submitted, the Contractor shall provide the number of SAR 7 form and CalFresh recertification applications that have been submitted on behalf of a household that includes CFAP participant(s).

3. Consultation and Partnership

Partner with relevant entities serving the Focused Population to expand best practices, address barriers to participation, and increase participation in CFAP.

Relevant entities include but are not limited to CWDs, CBOs, Application Assisters, and other stakeholders.

a. Participate in local collaborative meetings to promote CFAP Outreach.

b. Partner and consult with the CFAP Expansion Marketing and Media contractor and CDSS to identify the focused geographical regions for outreach and application assistance. The CFAP Expansion Marketing and Media Contractor shall primarily be responsible for utilizing data and conducting research to determine these geographical regions. The Contractor shall support the CFAP Expansion Marketing and Media Contractor with the consultation and research if needed.

c. In collaborating and partnering with CWDs and other relevant entities:

i. Determine the CWDs’ preferred method of application submission.

ii. Identify the minimum requirements for submitting a complete application.

iii. Identify the acceptable forms of immigration status verification, including self-attestation of an applicant’s immigration status.

Agreement RFP 24-3004 Page 5 of 9

iv. Explore opportunities for collaboration to provide better application experiences and results.

v. Utilize a release of information waiver form to help track application assistance outcomes for applications submitted.

vi. Attempt follow-up on all applications submitted either with the applicant or the CWD and help households overcome obstacles to a successful application.

vii. Track and report barriers experienced by applicants to the designated

CWD.

d. Partner and consult with CBOs and other stakeholders that have experience working with immigrant communities and undocumented individuals.

e. Partner with CWDs, CBOs, and Application Assisters that serve indigenous agricultural worker communities, examples include but are not limited to:

i. Mixteco Indígena Community Organizing Project (MICOP)

ii. Communidades Indígenas en liderazgo (CIELO)

iii. Centro Binacional para el Desarrollo Indígena Oaxaqueño

iv. Unidad Popular Benito Juárez of Bakersfield

f. Build and enhance horizontal integration efforts with programs that serve the

Focused Population.

g. Provide ongoing support for utilizing a combination of live meetings, live trainings (in-person and/or virtual), live webinars, live workshops, and phone calls to Application Assisters that shall be working with the Focused Population.

4. Additional Contractor Responsibilities

a. The Contractor may subcontract one or more portions of this Agreement with prior written approval from CDSS.

b. The Contractor is accountable for the materials and content developed pursuant to this Agreement and shall provide program oversight of all Subcontractors (if any).

Agreement RFP 24-3004 Page 6 of 9

c. The Contractor is accountable for all work completed under this Agreement and shall provide program oversight of all subcontractors (if any).

d. The Contractor is fiscally responsible for CFAP expansion outreach activities funded under the Agreement, including those of subcontractors (if any), and is liable for repayment of unallowable costs.

e. The Contractor is accountable for monitoring and conducting site visits over their subcontractor(s).

f. The Contractor is responsible for notifying CDSS of any Contractor or subcontractor staffing changes and providing updated contact information to the Project Representative within 10 business days of the change.

g. CFAP expansion outreach activities conducted by the Contractor or subcontractors (if any) shall be focused on those most likely eligible for benefits.

h. Documentation of Contractor and subcontractor (if any) costs, payments, and donations for approved CFAP expansion outreach activities are maintained by the Contractor and available for CDSS review and audit.

i. Project activities shall be conducted in compliance with all applicable State laws, rules, and regulations including Civil Rights and Office of Management and Budget regulations governing cost issues.

j. Agreement activities shall not supplant existing USDA nutrition education programs. Where operating in conjunction with existing programs, Agreement activities shall enhance and supplement the existing programs.

k. The Contractor shall provide necessary hardware and software to perform all responsibilities under this Agreement.

l. All data used in the performance of this Agreement, regardless of source, shall be made available to CDSS upon request.

m. The Contractor agrees to cooperate with CDSS by participating in training and technical assistance provided by CDSS, as deemed necessary by CDSS.

n. CDSS is to own all the deliverables, including raw data, created as a result of the Agreement.

Agreement RFP 24-3004 Page 7 of 9

5. Reporting

a. Submit quarterly narrative Progress Reports to the CDSS Project

Representative starting ninety (90) days after the contract start date in the format prescribed by CDSS. Frequency of Progress Report submissions by the Contractor may be changed when deemed necessary by the CDSS Project Representative. Progress Reports are to be submitted electronically to the Project Representative by the 15th of the month following the end of the quarter (e.g., If the implementation date is September 1, 2024, the first Progress Report is due by December 15, 2024). These reports shall include, but are not limited to:

i. A summary of the work completed during the reporting period;

ii. The number of CalFresh Applications Submitted, CalFresh Applications

Approved, SAR 7 Forms Submitted, and CalFresh Recertification Applications Submitted as indicated in subsection B.2.c.

iii. Status of all Agreement activities, including discussion of challenges and problems encountered, project plans, and recommended solutions;

and

iv. Tasks expected to be completed in the next reporting period.

b. If CDSS does not receive a complete and accurate narrative progress report, further payments to the Contractor shall be suspended until a complete and accurate report is received.

c. Contractor shall meet virtually with the CDSS Project Representative monthly, or as agreed upon, to provide specific, comprehensive details of the Outreach Plan and to report on project status and progress, expenses, issues, and risks.

d. Contractor shall track and report quarterly the actual expenses spent on CFAP expansion outreach to CDSS. Reports are to be submitted electronically to the Project Representative by the 15th of the month following the end of the quarter (e.g., If the implementation date is September 1, 2024, the first Progress Report is due by December 15, 2024).

e. Contractor shall provide CDSS with Annual CFAP Expansion Outreach Campaign Reports within 30 days after of the end of each Fiscal Year, and a Final CFAP Expansion Outreach Campaign Report by the Agreement end date, detailing Contractor and subcontractor campaign results. The report shall include:

Agreement RFP 24-3004 Page 8 of 9

i. Campaign highlights and wins;

ii. Summary of regional and statewide strategies, efforts, and findings;

iii. Budget summary;

iv. Analytics and statistics; and

v. Post-campaign evaluation.

6. Accessibility

Contractor shall comply with California Government Code sections 7405 and 11135. Contractor shall comply with the accessibility requirements of section 508 of the Federal Rehabilitation Act of 1973 (29 U.S.C. section 794d), Title 36, Part 1194 of the Code of Federal Regulations, as well as 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.

C. CDSS Responsibilities

CDSS Shall:

1. Provide clear written instructions to Contractor regarding the process for submitting all drafts, plans, materials, and reports required under this Agreement.

2. Connect the Contractor with the CFAP Expansion Marketing and Media Contractor Project Representative.

3. Provide oversight, consultation, and partnership for the successful delivery of the

CFAP expansion outreach.

4. Monitor and review project budgets and expenditures, as well as provide final approval for all deliverables.

5. Provide leadership, direction, and information to ensure that CFAP expansion outreach deliverables and materials are evidence-based and appropriate for the audience.

6. Coordinate virtual meetings or phone conferences with Contractor, when necessary.

7. All printing shall be sent to the California Department of General Services, Office

Agreement RFP 24-3004 Page 9 of 9 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. Resumes

The resumes of the principal personnel the Contractor will use to provide services under this Agreement are attached as Exhibit A – Attachment 2.

E. 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.

RFP 24-3004 Exhibit A – Attachment 1 CDSS/TBD Page 1 of 2

WORK PLAN

Instructions: Complete the boxes below detailing the tasks and activities that will be performed for the CFAP Expansion Outreach Application Assistance Campaign. You may choose to group related tasks and activities together as provided in the example or separate them into different rows. The Work Plan should not exceed (50) typed pages in length with Arial 12-point font.

Tasks/Activities Timeline Deliverables Responsible Party

<Example> Provide application assistance training to agencies and CBOs identified by

CDSS

1. Develop training materials and presentation

2. Share training materials and presentation with CDSS Contract Manger for review

3. Coordinate training session(s) with agencies and CBOs

4. Provide training to agencies and CBOs

1. By Oct. 2023

2. By Nov. 2023

3. By Jan. 2024

4. By Mar. 2024

• Training materials, including presentation slides and session recordings

• Training schedule

• Training attendance log

• K. Torres

• M. Jung

• I. Gupta

• S. Robinson

RFP 24-3004 Exhibit A – Attachment 1 CDSS/TBD Page 2 of 2

Tasks/Activities Timeline Deliverables Responsible Party

Agreement RFP 24-3004 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

2027/28 $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.

3. Funding for necessary travel expenses and per diem are included in this Agreement and will 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 will 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. Progress Payment Withholds

a. If progress payments are allowed for services performed under this contract, not less than ten (10) percent of the contract amount shall be withheld pending final completion of the contract, and receipt and acceptance by the CDSS of any final reports required under the contract. However, for those contracts that consist entirely of separate and distinct tasks, any funds withheld with regard to a particular task may be paid upon completion of that particular task.

b. Ten percent (10%) payment withholds shall not be applied to reimbursements or periodic payment requests for direct costs associated with equipment purchases, media buys, operating expense items, and other procurements not directly associated with the Contractor’s personal performance.

https://www.calhr.ca.gov/employees/Pages/travel-reimbursements.aspx

Agreement RFP 24-3004 Page 2 of 3

EXHIBIT B

(Standard Agreement)

Revised 12/29/23

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

TBD

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

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.

Agreement RFP 24-3004 Page 3 of 3

EXHIBIT B

(Standard Agreement)

Revised 12/29/23

D. 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.

E. Review

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

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 will 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 RFP 24-3004 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 will 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 RFP 24-3004 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 will 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 will 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.

http://www.sam.gov/

Agreement RFP 24-3004 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 will 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 RFP 24-3004 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 RFP 24-3004 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 will 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 RFP 24-3004 Page 1 of 6

EXHIBIT E

Rev: 7/15/22

ADDITIONAL PROVISIONS

A. Contract Term and Amendment

The anticipated term of the resulting Agreement is September 1, 2024 or date of approval by the Department of General Services, whichever is later, through August 31, 2027. The date of contract approval by the State, however, shall be the governing factor as to the date of commencement. Should performance commence before the contract 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.

b. Workers Compensation and Employers Liability – Contractor shall maintain statutory worker’s compensation and employer’s liability coverage for all its

Agreement RFP 24-3004 Page 2 of 6 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.

c. Professional Liability – Contractor shall maintain professional liability covering any damages caused by a negligent error, act or omission with limits of not less than $1,000,000 per occurrence and $3,000,000 policy aggregate. The policy’s retroactive date must be shown on the certificate of insurance and must be before the date this contract was executed or before the beginning of contract work.

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.

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

Agreement RFP 24-3004 Page 3 of 6 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. Contractor Evaluation

Contractor is hereby notified that the State will evaluate Contractor’s performance for compliance with the terms of this Agreement within 60 days of the completion of the Agreement. The evaluation shall be prepared on a “Contract/Contractor Evaluation,” Std. Form 4. If the performance of the Contractor is not satisfactory, the State shall send a copy of the evaluation to the California State Department of General Services, Office of Legal Services, within five working days after the completion of the evaluation. Contractor shall be notified and sent a copy of the unsatisfactory evaluation within 15 days after its completion.

F. Incompatible Activities

Contractor shall not engage in any activity, employment or enterprise which is inconsistent, incompatible, or in conflict with, or inimical to his or her duties as a consultant. These include, but are not limited to, the following, unless the Department has determined in writing that the consultant's specific activity, employment, or enterprise does not constitute an incompatible activity.

1. Being licensed to operate a facility under the jurisdiction of the Department, including a child day care facility, foster family home, certified family home, community care facility, or residential care facility for the elderly.

2. Holding a position of Chief Executive Officer, or other officer of the governing body of the licensee of a facility under the jurisdiction of the Department, as referenced in #1, and also including a residential care facility for persons with chronic, life-threatening illness.

3. Being employed by a facility under the jurisdiction of the Department.

4. Being a volunteer of a facility under the jurisdiction of the Department.

5. Residing at a facility under the jurisdiction of the Department.

Agreement RFP 24-3004 Page 4 of 6

6. Representing any individual not employed by the Department or any facility under the jurisdiction of the Department in an administrative or legal matter.

7. Having a financial interest in any facility under the jurisdiction of the Department.

8. Using, or having access to, confidential information by virtue of this contract, for private gain or advantage, or providing confidential information to persons not authorized by the Department.

G. 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.

H. Substitution of Subcontractor

Contractor may not substitute any subcontractor without advance written consent of

CDSS.

I. 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.

Agreement RFP 24-3004 Page 5 of 6

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).

J. DVBE Subcontractor Invoices

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

K. Intellectual Property Rights

1. All deliverables as defined in the Scope of Work originated or prepared by the Contractor and subcontractors pursuant to this agreement, including without limitation, all papers, reports, charts, and other documentation, but not including Contractor’s administrative communications and records relating to this agreement, shall upon delivery and acceptance by CDSS, become the exclusive property of CDSS.

2. CDSS grants to Contractor a non-exclusive royalty free license to the deliverables to use, reproduce, distribute and sublicense to additional persons on the same royalty-free basis.

3. This agreement does not preclude the Contractor and subcontractors from developing materials outside this agreement, which are competitive, irrespective of their similarity to materials that might be delivered to CDSS pursuant to this agreement. All preexisting intellectual property, copyright, trademarks and products of the Contractor shall continue to be the property of the Contractor.

L. Property Acquisitions

1. Property, as used in this section, shall include:

a. Tangible property (including furniture) with a unit cost of $5,000 or more and a useful life of one (1) year or more. Actual cost includes the purchase price plus all costs to acquire, install and prepare the equipment for its intended use.

b. Furniture - Standard office furnishings including desks, chairs, bookcases, credenzas, tables, coat racks, etc.

Agreement RFP 24-3004 Page 6 of 6

c. Portable Assets - Items considered "highly desirable" because of their portability and value; e.g., calculators, typewriters, dictaphones, cameras, etc.

d. Electronic Data Processing (EDP) Equipment - All computerized and auxiliary automated information handling equipment including those for system design and analysis, conversion of data, computer programming, information storage and retrieval, voice, video and data communications, requisite system controls, simulation and all related interactions between people and machines.

2. The State reserves title to all property of any kind purchased from, advanced, or reimbursed by, funds from the State, and not fully consumed in the performance of this Agreement. Inventory and disposition of such property is subject to this paragraph, as well as paragraphs (a), (b) below:

a. Contractor shall maintain an inventory record for each piece of property purchased or built with funds provided under the terms of this Agreement. The inventory record of each piece of such equipment should include the date acquired, total cost, serial number, model identification (on purchased equipment), location and any other information or description necessary to identify said equipment. Contractor shall, at the request of the CDSS, submit an inventory of property purchased under this Agreement.

b. At the termination of this Agreement, the Contractor shall provide a final inventory to the State, and shall at the time query the State as to the State’s requirements for returning said property. Final disposition of such property shall be a State expense and in accordance with the CDSS instructions issued immediately after the receipt of the final inventory.

2022 01 Exhibit E Attachment 1 - Outreach

The California Department of Social Services Confidentiality and Information Security Requirements

Outreach - 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

Agreement RFP 24-3004 Exhibit E - Attachment 1 CDSS/TBD Page 1 of 10 address, telephone number, financial matters with security codes, medical insurance policy number, Protected Health Information [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…