exhibit_2,_sample_agreement.pdf

2. The term of this Agreement is:

Agreement 25-3029 Page 1 of 9

CDSS/TBD

EXHIBIT A

(Standard Agreement)

SCOPE OF WORK

A. Background and Purpose

The Contractor shall provide the California Department of Social Services (CDSS) with the necessary linguistic expertise, supplies, and equipment to develop, maintain, administer, and score bilingual proficiency evaluations (BPE) for CDSS employees and job candidates.

These services are essential for CDSS to retain sufficient levels of qualified bilingual staff to comply with state and federal civil rights obligations, including Title VI of the Civil Rights Act of 1964 and associated federal guidance, Executive Order 13166, the Dymally-Alatorre Bilingual Services Act, and California Government Code 11135, which mandate the timely provision of language access services to individuals with limited English proficiency.

B. Contractor Responsibilities

1. Languages and Writing Systems

BPEs shall be provided for the following languages or writing systems (W):

• Arabic

• Armenian

• Cambodian

(Khmer)

• Chinese

(Cantonese)

• Chinese

(Mandarin)

• Chinese

(Simplified) (W)

• Chinese (Traditional) (W)

• Farsi/Dari

• Hindi

• Hmong

• Japanese

• Korean

• Lao

• Mien

• Pashto

• Portuguese

• Punjabi

• Russian

• Spanish

• Tagalog

• Thai

• Ukrainian

• Vietnamese

CDSS may request these services in other languages and writing systems as needed. In these instances, the cost of administering the evaluation shall not exceed the rates stated in Exhibit B – Attachment 1, Rate Sheet.

Agreement 25-3029 Page 2 of 9

2. Types of Evaluation

Each BPE shall assess the examinee’s proficiency in one of two areas:

a. Listening/Speaking BPE: Evaluates the examinee’s comprehension and use of the spoken language.

b. Reading/Writing BPE: Evaluates the examinee’s comprehension and use of the written language or writing system.

3. Operational Capacity

a. Office location: The Contractor shall have their headquarters office located in the state of California.

b. Business license: For the duration of this Agreement, the Contractor shall have and maintain a business license issued by the State of California.

c. Staffing levels: The Contractor shall maintain sufficient staffing and equipment to develop, maintain, administer, and score BPEs in compliance with all requirements of this Agreement.

d. Equipment: All equipment used by the Contractor is the property of the Contractor, who shall be fully responsible for all maintenance and services required to ensure that there are no delays or disruptions to Agreement services.

e. Availability of Project Representatives: The Contractor’s Project Representatives shall be available by phone and email Monday through Friday during regular business hours (8 a.m. to 5 p.m. PST). Project Representatives shall designate a backup when they are out of the office.

The Contractor’s Project Representatives or their backup shall be responsible for notifying CDSS by email when their Project Representatives are out of the office.

4. Examiner Qualifications

The Contractor shall use only qualified examiners to administer BPEs and shall ensure that these examiners meet all requirements described herein. Failure to comply may result in the termination of this Agreement. The Contractor shall be held accountable for the quality, accuracy, and consistency of all services provided.

Agreement 25-3029 Page 3 of 9

a. To fairly and accurately evaluate the examinee’s ability to provide bilingual services to individuals with limited English proficiency in California, all examiners providing services under this Agreement shall have sufficient proficiency in, and familiarity with, the evaluated language or writing system as it is used in California.

b. The Contractor shall maintain documentation of the qualifications of all individuals providing services under this Agreement and submit such documentation to CDSS upon request. Documentation shall include, but not be limited to, information specifying how the individual’s qualifications were verified and tested.

c. If the Contractor subcontracts any work under this Agreement, the Contractor shall ensure that only qualified individuals are used for all services provided. The Contractor retains full responsibility for fulfilling the requirements of this Agreement.

5. Confidentiality

The following shall be treated as confidential unless disclosure is required by law:

a. All communications between the Contractor and CDSS Project Representative(s).

b. All documents received, reviewed, and produced by the Contractor.

c. The content of all BPE sessions and BPE results.

6. Communication

a. All communications between CDSS and the Contractor to request services and submit deliverables shall be conducted by email. No CDSS/Contractor platforms or online applications shall be used for these purposes. In urgent situations, CDSS may call the Contractor to initiate a request for services.

CDSS shall send email confirmation of the request to the Contractor within one business day of initiating services by phone.

b. All communications between the Contractor and examinees for scheduling BPEs shall be sent by email or phone. Examinees shall not be required to use an online platform or application to schedule their BPE.

Agreement 25-3029 Page 4 of 9

7. Ownership of Communication and Records

All communications and records originated, produced, prepared, or delivered by the Contractor under this Agreement shall be provided to CDSS, become the exclusive property of CDSS, and may be copyrighted by CDSS.

8. Testing Standards

a. American Society for Testing and Materials (ASTM) compliance: All BPEs shall be developed, maintained, administered, and scored in accordance with ASTM International Standard F2889, which outlines “best practices for the development and use of tests in the modalities of speaking, listening, reading, and writing for assessing ability according to the Interagency Language Roundtable (ILR) scale.”

b. Evaluation scale: All BPEs shall use the evaluation criteria established by the Interagency Language Roundtable. All final scores issued under this agreement shall use the ILR scale.

c. Version control: Some CDSS employees or job candidates may be evaluated by the Contractor more than once during the term covered by this Agreement. Therefore, the Contractor shall maintain sufficient internal tracking mechanisms to ensure that no examinee takes the same BPE twice.

If a BPE is completed and it is later determined that the same BPE was previously administered to the given examinee, the Contractor shall administer a different BPE to the examinee at no cost to CDSS.

d. Duration: Each BPE shall take between thirty (30) and sixty (60) minutes.

e. Medium: Each BPE shall be conducted virtually over Zoom or Microsoft Teams.

f. Examination integrity: The Contractor shall implement and maintain sufficient safeguards to ensure that examinees rely solely on their own linguistic expertise and do not use dictionaries, machine translation software, artificial intelligence, or any other paper/electronic resources during the evaluation.

Prior to initiating the BPE, the Contractor’s examiner shall confirm the examinee’s identity by requesting to view a photo ID issued by the State of California or the Government of the United States. No other form of identification shall be accepted, and the Contractor shall not administer the BPE if the examinee cannot provide acceptable photo ID.

https://www.govtilr.org/index.htm

Agreement 25-3029 Page 5 of 9

g. Evaluation tasks: Each BPE shall include at least two different types of linguistic tasks (open-ended oral or written prompts, one-sentence interpretations, reading comprehension questions, etc.) to assess the examinee’s bilingual proficiency in the specified area (listening/speaking or reading/writing).Tasks shall be designed to assess the examinee’s basic proficiency in the given language (or writing system) and not their professional-level translation or interpretation skills. Therefore, no task shall require examinees to perform translation or interpretation tasks beyond the span of a single sentence/phrase or involve terminology uncommon to everyday experience.

9. Service Process and Turnaround Times

a. The CDSS Project Representative shall email the Contractor’s Project Representative to request the administration of a BPE. At a minimum, the request shall include:

(1) The type(s) of evaluation needed (listening/speaking or reading/writing).

(2) The language or writing system to be evaluated.

(3) The name of the individual to be evaluated.

(4) The contact information (phone or email) of the individual to be evaluated.

b. The Contractor shall acknowledge receipt of the request within one (1) business day.

c. Within two (2) business days of receiving CDSS’s request, the Contractor shall contact the examinee to schedule the BPE and notify the CDSS project representative of the scheduled date and time. The BPE shall be scheduled for a date within three (3) business days of the Contractor’s contact with the examinee. If the examinee and the Contractor cannot agree on a mutually convenient time for the BPE within this timeframe, the Contractor shall immediately notify the CDSS Project Representative.

d. Within two (2) business days of conducting the BPE, the Contractor shall deliver the PDF evaluation results by email to the CDSS Project Representative.

Agreement 25-3029 Page 6 of 9

10. Final Deliverables

At a minimum, all BPE results shall include a certification with all the following elements.

a. Logo or official seal of the Contractor

b. First and last name of the evaluated individual

c. Date of the evaluation

d. Language evaluated (or written script evaluated, if applicable)

e. Area evaluated (reading/writing or listening/speaking)

f. Evaluation scale used (i.e., ILR)

g. The examinee’s score in each area and a brief description of the competencies associated with the given score (i.e., the speech or writing tasks that an individual at this level is able to perform)

h. The following statement:

(1) This bilingual proficiency evaluation is designed to assess the examinee’s ability to convey simple information to individuals who contact the Department and do not have the necessary English-language skills to communicate effectively.

(2) This evaluation is not intended to assess professional-level interpretation or translation capabilities. A passing score on this examination should not be taken as certification authorizing the examinee to act as an interpreter or translator for the Department.

i. The following statement, followed by the signature of the individual who conducted the evaluation or the Contractor’s authorized representative: In signing below, I certify that, to the best of my knowledge, this bilingual proficiency evaluation was developed, maintained, administered, and scored in compliance with ASTM International Standard F2889: Standard Practice for Assessing Language Proficiency.

11. File Retention

The Contractor shall retain all files, communications, and final deliverables

Agreement 25-3029 Page 7 of 9 produced under this Agreement for a minimum of three (3) years from the end date of the Agreement.

12. Virtual Meetings

If a virtual meeting is necessary, the Contractor shall make arrangements, at no additional cost to CDSS, to meet the CDSS Project Representatives virtually via Zoom, Microsoft Teams, or other virtual communication platform.

13. Cancellation Policy

CDSS reserves the right to cancel a BPE service at any time.

(1) The Contractor shall not charge CDSS for a cancellation if CDSS notifies the Contractor of the cancellation in writing at least four (4) hours prior to the scheduled administration of the BPE.

(2) For cancellation notifications provided to the Contractor fewer than four (4) hours before the scheduled BPE time, the Contractor shall charge CDSS fifty (50) percent of the BPE administration cost established in Exhibit B — Attachment 1, Rate Sheet.

14. Late Fee Policy

As established in Section B.9 (Service Process and Turnaround Times), the Contractor shall email final deliverables to the CDSS Project Representative no later than seven (7) business days from the date on which CDSS requested the BPE service.

CDSS reserves the right to deduct a percentage of the total cost of a BPE that is delayed (i.e., the proof or final deliverables are not submitted to CDSS within the seven-day timeframe) through no fault of CDSS:

a. One to three (1-3) business days overdue: 25 percent of the total cost of the

BPE

b. Four (4) business days or more: 50 percent of the total cost of the BPE

C. CDSS Responsibilities

CDSS shall:

1. Review and monitor the Contractor’s fiscal expenditures to ensure compliance with this Agreement.

Agreement 25-3029 Page 8 of 9

2. Be available by email and phone Monday through Friday during regular business hours (8 a.m. to 5 p.m. PST).

3. Conduct an orientation meeting with the Contractor within ten (10) working days of the Agreement award to discuss Agreement terms and address the Contractor’s questions or concerns.

4. Respond timely to email inquiries from the Contractor and organize and facilitate meetings or phone conferences with the Contractor representatives when necessary.

5. Notify the Contractor of any BPE cancellation as soon as CDSS Project Representatives become aware of it.

6. Provide all information specified in Section B.9.a. when initiating a service request with the Contractor.

7. Review, approve, and provide input, if deemed necessary by CDSS, for all tasks as defined in the Scope of Work activities.

8. 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.

9. The following CDSS employees are authorized to request services under this Agreement:

TBD TBD

TBD TBD

D. Project Representatives

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

CDSS Contractor

Agreement 25-3029 Page 9 of 9

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 25-3029 Page 1 of 2

EXHIBIT B

(Standard Agreement)

Revised 3/21/25

BUDGET DETAIL AND PAYMENT PROVISIONS

A. Invoicing and Payment

1. The maximum amount payable under this Agreement shall not exceed $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 in Exhibit B – Attachment 1.

3. No travel is authorized for this agreement.

4. Invoices shall include the Agreement Number 25-3029 and Reporting Structure TBD and shall be submitted not more frequently than monthly in arrears to:

California Department of Social Services

TBD

TBD

744 P Street, M.S. TBD Sacramento, CA 95814

Attn: TBD Email: 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

Agreement 25-3029 Page 2 of 2

EXHIBIT B

(Standard Agreement)

Revised 3/21/25 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 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 25-3029 Exhibit B – Attachment 1 CDSS/TBD Page 1 of 1

Rate Sheet

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.

BPE (Spanish)

Listening/Speaking

OR

Reading/Writing

BPE (All Other Languages) Listening/Speaking

OR

Reading/Writing

TBD TBD

The State, at its discretion, during the term of the Agreement, may add funds to complete the identified tasks at the originally agreed-upon service rates.

Agreement 25-3029 Page 1 of 5

EXHIBIT D

(Standard Agreement)

Rev: 4/4/25

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 25-3029 Page 2 of 5

EXHIBIT D

(Standard Agreement)

Rev: 4/4/25

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 25-3029 Page 3 of 5

EXHIBIT D

(Standard Agreement)

Rev: 4/4/25

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 25-3029 Page 4 of 5

EXHIBIT D

(Standard Agreement)

Rev: 4/4/25

H. Subcontractors

Contractor may enter into subcontracts for the services to be performed 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. Contractor may not add or substitute any subcontractor without advance written consent of CDSS.

I. Indirect Costs/Administrative Overhead

Indirect Costs are not permissible for any portion of the work performed under this Agreement.

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, 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

Agreement 25-3029 Page 5 of 5

EXHIBIT D

(Standard Agreement)

Rev: 4/4/25 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 25-3029 Page 1 of 3

EXHIBIT E

(Standard Agreement)

Rev: 3/20/24

ADDITIONAL PROVISIONS

A. Agreement Term and Amendment

The date of Agreement approval by the State 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. The State may exercise any options to extend and/or amend the Agreement as permitted by the Solicitation.

B. Confidentiality Requirements

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

C. Insurance Requirements

1. Contractor, at their 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 shall include California Department of Social Services, State of California, its officers, agents, employees, and guests, as additional insureds, but only with respect to work performed under the Agreement.

This endorsement shall 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 workers’ compensation and employer’s liability coverage for all its employees who will be engaged in the performance of the Agreement.

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

Agreement 25-3029 Page 2 of 3

EXHIBIT E

(Standard Agreement)

Rev: 3/20/24

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 shall be in force for the complete term of the Agreement. If insurance expires during the term of the Agreement, a new certificate shall be received by the State at least ten (10) days prior to the expiration of the insurance. Any new insurance shall comply with the original terms of the Agreement.

2. Policy Cancellation / Termination & Notice of Non-Renewal – Contractor shall provide to the State within five (5) business days a copy of any notice of Cancellation/Termination or Non-renewal received by Contractor for any required insurance policies. In the event Contractor fails to keep the insurance coverage required by this Agreement in effect at all times, the State may, in addition to any other remedies it may have, terminate this Agreement upon the occurrence of such event, subject to the provisions of this Agreement.

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 Agreement shall be primary, and not excess or contributory, to any other insurance carried by the State.

5. Insurance Carrier Required Rating – All insurance companies shall 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 shall 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 this Agreement.

Agreement 25-3029 Page 3 of 3

EXHIBIT E

(Standard Agreement)

Rev: 3/20/24

E. Certifications and Licenses

Contractor and its employees shall maintain applicable valid and current certifications and/or licenses as required throughout the term of the Agreement.

Contractor shall furnish, upon CDSS request, certifications and/or licenses of staff utilized to perform services.

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 shall 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 Agreement be based in part on their commitment to use the DVBE subcontractor(s) identified in their bid or offer, per M&VC 999.5(e), a DVBE subcontractor may only be replaced by another DVBE subcontractor and shall 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.

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 shall include the Agreement number.

2025 01 Exhibit E Attachment 1 - Contracted Services

The California Department of Social Services Confidentiality and Information Security Requirements

Contracted Services - v 2025 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, Agreement 25-3029

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Exhibit E - Attachment 1 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 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.

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“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;

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.

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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. Confidentiality Safeguards.

Contractor shall implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the CDSS CSP that it creates, receives, maintains, uses, or transmits pursuant to the Agreement. Contractor shall develop and maintain a written information privacy and security program that includes administrative, technical and physical safeguards appropriate to the size and complexity of Contractor’s operations and the nature and scope of its activities.

F. Nothing in this Agreement shall restrict Contractor’s use of:

1. Information obtained by Contractor from public records or other sources generally available to the public, including but not limited to, academic publications and data extracts.

2. Contractor’s pre-existing data, reports or similar information.

3. Non-confidential information received by Contractor from a third party or non-confidential information created or developed by Contractor, with the exception of information specifically identifying or intending to identify an applicant for, or recipient of, public social services.

G. Generative Artificial Intelligence (GenAI) Safeguards.

Contractor shall not use any Generative Artificial Intelligence (GenAI) technology (e.g., software, tools, add-ons, and other similar capabilities) for any purpose that may process, store or transmit CDSS confidential, sensitive, personal, or other regulated information.

V. Information Security Incidents and/or Breaches of CDSS CSP

A. CDSS CSP Information Security Incidents and/or Breaches Response Responsibility.

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The Contractor shall be responsible for facilitating the Information Security Incident and/or Breach response process as described in California Civil Code 1798.82(f), and State Administrative Manual (SAM) Section 5340, Information Security Incident Management, including, but not limited to, taking:

1. Prompt corrective action to mitigate the risks or damages involved with the Information Security Incident and/or Breach and to protect the operating environment; and

2. Any action pertaining to such unauthorized disclosure required by applicable Federal and State laws and regulations.

B. Discovery and Notification of Information Security Incidents and/or Breaches of CDSS CSP.

Contractor shall notify the CDSS Program Contract Manager and the CDSS Information Security and Privacy Officer of an Information Security Incident and/or Breach as expeditiously as practicable and without unreasonable delay, taking into account the time necessary to allow Contractor to determine the scope of the Information Security Incident and/or Breach, but no later than three (3) calendar days after the discovery of an Information Security Incident and/or Breach. Notification is to be made by telephone call and email.

C. Investigation of Information Security Incidents and/or Breaches.

Contractor shall promptly investigate Information Security Incidents and/or Breaches of CDSS CSP. CDSS shall have the right to participate in the investigation of such Information Security Incidents and/or Breaches. CDSS shall also have the right to conduct its own independent investigation, and Contractor shall cooperate fully in such investigations. Contractor is not required to disclose their un-redacted confidential, proprietary, or privileged information. Contractor will keep CDSS fully informed of the results of any such investigation.

D. Updates on Investigation.

Contractor shall provide regular (at least once a week) email updates on the progress of the Information Security Incident and/or Breach investigation of CDSS CSP to the CDSS Program Contract Manager and the CDSS Information Security and Privacy Officer until the updates are no longer needed, as mutually agreed upon between Contractor and the CDSS Information Security and Privacy Officer. Contractor is not required to disclose their un-redacted confidential, proprietary, or privileged information.

E. Written Report.

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Contractor shall provide a written report of the investigation to the CDSS Program Contract Manager and the CDSS Information Security and Privacy Officer within thirty (30) business days of the discovery of the Information Security Incident and/or Breach of CDSS CSP. Contractor is not required to disclose their un-redacted confidential, proprietary, or privileged information. The report shall include, but not be limited to, if known, the following:

1. Contractor point of contact information;

2. A description of what happened, including the date of the

Information Security Incident and/or Breach of CDSS CSP and the date of the discovery of the Information Security Incident and/or Breach, if known;

3. A description of the types of CDSS CSP that were involved and the extent of the information involved in the Information Security Incident and/or Breach;

4. A description of the unauthorized persons known or reasonably believed to have improperly used or disclosed CDSS CSP;

5. A description of where the CDSS CSP is believed to have been improperly transmitted, sent, or utilized;

6. A description of the probable causes of the improper use or disclosure;

7. Whether Civil Code sections 1798.29 or 1798.82 or any other federal or state laws requiring individual notifications of breaches are triggered; and

8. A full, detailed corrective action plan, including information on measures that were taken to halt and/or contain the Information Security Incident and/or Breach of CDSS CSP.

F. Cost of Investigation and Remediation.

Per SAM Section 5305.8, Contractor shall be responsible for all direct and reasonable costs incurred by CDSS due to Information Security Incidents and/or Breaches of CDSS CSP resulting from Contractor’s failure to perform or from negligent acts of its personnel, and resulting in the unauthorized disclosure, release, access, review, or destruction; or loss, theft or misuse of an information asset. These costs include, but are not limited to, notice and credit monitoring for twelve (12) months for impacted individuals, CDSS staff time, material costs, postage, media announcements, and other identifiable costs associated with the Information Security Incident, Breach and/or loss of data.

VI. Contact Information.

To direct communications to the above referenced CDSS staff, Contractor shall initiate contact as indicated herein. CDSS reserves the right to make

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changes to the contact information below by giving written notice to Contractor. Said changes shall not require an amendment to this Exhibit or the Agreement to which it is incorporated.

CDSS Program Contract Manager

See the Scope or Statement of Work exhibit for Program Project Representative information.

CDSS Information Security & Privacy Officer

California Department of Social Services Information Security & Privacy Officer

744 P Street, MS 9-9-70 Sacramento, CA 95814 Email: iso@dss.ca.gov

Telephone: (916) 651-5558

VII. Audits and Inspections.

CDSS may inspect and/or monitor the Contractor’s system(s) or environment(s) if either contains, or is reasonably believed to contain, CDSS CSP in order to ensure compliance with physical or logical safeguards required in this Exhibit.