exhibit_2_-_sample_agreement.pdf

2. The term of this Agreement is:

Agreement IFB 25-3065 Page 1 of 7

CDSS/TBD

Exhibit A (Standard Agreement)

SCOPE OF WORK

A. Introduction and Background

As mandated by the California Fair Employment and Housing Act (Government Code 12900-12996) and the Americans with Disabilities Act of 1990, the California Department of Social Services (CDSS) and California Health and Human Services (CalHHS) Departments and Offices may be required to provide in-person consecutive and simultaneous sign language interpreting services as part of the language access framework to Deaf, DeafBlind, Deaf Disabled, Hard of Hearing, and Late-Deafened (DDBDDHHLD) applicants, employees, and participants in CalHHS Departments’ and Offices’ sponsored activities, including but not limited to, public meetings, trainings, conferences, and sight translations.

B. Contractor Responsibilities

1. The Contractor shall provide in-person certified sign language interpreting services on an “as-needed” basis to meet the language access needs of participants in CalHHS Departments’ and Offices’ sponsored activities. The communication modes for services provided may include, but are not limited to, American Sign Language (ASL), Trilingual Services (ASL, English, and other language), Total Communication, Oral Communication, ProTactile, Tactile or Close Vision Communication, Lip-reading, sight translation (documents and web-based content) and Voice to Text Services, which provide spoken or signed communication in English text format, or by any such means as may be required to provide language access to persons who are DDBDDHHLD.

2. The Contractor shall provide one or more in-person certified sign language interpreters for current and prospective CalHHS Departments’ and Offices’ applicants, employees, and participants in a variety of situations, which may include, but are not limited, to conferences, meetings, and trainings.

3. The Contractor shall use a Certified and/or Deaf Interpreter (CDI/DI) for sight translations services.

4. All equipment used by the Contractor must be the property of the Contractor, who shall be fully responsible for all maintenance and service required to ensure that there are no delays or disruptions to the services provided under this Agreement.

5. The Contractor shall be in business for the primary purpose to provide sign language interpreting services for persons who are DDBDDHHLD.

6. All communications between the Contractor and CDSS Project Representative(s), as well as all documents received and reviewed by the Contractor, shall be treated as confidential.

https://www.chhs.ca.gov/about/departments-and-offices/ https://www.chhs.ca.gov/about/departments-and-offices/

Agreement IFB 25-3065 Page 2 of 7

7. The Contractor shall ensure a timely response to CDSS inquiries relative to the

Agreement.

8. The Contractor shall comply with all applicable state and federal statutes and regulations that prohibit discriminatory treatment based on legally protected classes, including, but not limited to, sex (including sex orientation and gender identity), race, color, age, religion, national origin, disability, medical condition, genetic information, and ethnic origin.

C. ASL Interpreting Terms and Conditions

1. Multiple Interpreter Requests

a. For requests of longer than one hour in duration, two sign language interpreters (a team) may be required. Communication Access Services (CAS) Coordinators shall utilize standard practices within the interpreting profession to determine if a second sign language interpreter is required. The Contractor shall provide an additional sign language interpreter when requested and the additional sign language interpreter shall be paid at the interpreting rate identified within this Agreement.

b. When two sign language interpreters are hired for an assignment and only one sign language interpreter arrives at the assignment, the sign language interpreter shall inform the person(s) involved that they shall provide services, but only for up to a maximum of one hour unless an additional sign language interpreter arrives, at which time both interpreters shall continue with the team assignment. The sign language interpreter shall notify the Contractor and CDSS CAS Coordinators of the “no show,” as defined below.

2. No-Show

A “no-show” is when the interpreter or participant does not report at the time requested.

a. If the interpreter(s) does not report to an interpreting assignment, and no suitable substitute interpreter is provided by the Contractor by the scheduled start time, CDSS may cancel the assignment without penalty or charge by the Contractor.

b. If a CalHHS participant “no-show” occurs, and sign language interpreters commit and appear for an interpreting assignment, the Contractor shall be compensated for the assigned hours of service. If interpreting services are cancelled on site by the client or by the requesting representative or the client is a no-show, the scheduled sign language interpreters shall contact the CDSS CAS Coordinators immediately. Failure to contact CDSS shall result in the Contractor not being compensated for the assigned hours. In some instances, Agreement IFB 25-3065 Page 3 of 7 the sign language interpreters may be redirected to cover alternate interpreting needs during the requested time.

c. If an emergency prevents the sign language interpreter(s) from either completing or showing up for an assignment, the sign language interpreters shall notify the Contractor and CDSS CAS Coordinators immediately and the Contractor shall not bill CDSS for those costs.

3. If the Contractor can only fulfill a portion of a request, the Contractor will notify the CDSS CAS coordinators immediately and shall invoice CDSS only for the time for which interpreting services were provided.

4. At any time, confirmed interpreter(s) may be redirected by CDSS CAS Coordinators to cover other interpreting needs during their requested date and time frame if the need arises. Failure to comply shall result in the Contractor not being compensated for the assigned hours.

5. The Contractor shall provide a sign language interpreter to fill the assignment. If a sign language interpreter cannot be provided, the Contractor shall notify the CDSS CAS Coordinators immediately and no later than 24 hours after receiving the standard notification request as specified in Section K of this Scope of Work.

6. The Contractor’s sign language interpreters shall adhere to the national Registry of Interpreters for the Deaf (RID), Inc. Code of Professional Conduct in connection with all duties related to this Agreement.

7. The terms of this Agreement shall be governed by the CDSS Confidentiality and Information Security Requirements, as set forth in Exhibit E – Attachment 1.

D. Travel

The Contractor shall not be reimbursed for any travel-related expenses. Any and all travel shall be at the expense of the Contractor.

E. Service Locations

The Contractor’s sign language interpreters shall service the State of California at CalHHS Departments’ and Offices’ premises, as well as at other in-person locations within Sacramento County and any other counties located within a 50-mile radius of Sacramento County, as specified in the standard notification request.

F. Service Hours

1. The Contractor shall provide in-person sign language interpreting services during regular work hours; generally, Monday through Friday, 8:00 a.m. to 5:00 p.m.

Agreement IFB 25-3065 Page 4 of 7

PST. There may be times when services are requested outside of regular work hours and shall be billed at the standard rate identified in this Agreement.

2. State holidays are excluded, unless otherwise stated in the standard notification request.

G. Personnel

1. Throughout the term of the Agreement, the Contractor shall maintain a pool of sign language interpreters with current certifications as stipulated in Section H, Certification Requirements.

2. The Contractor shall provide a list of names, upon CDSS request, of all the sign language interpreters who shall provide services in accordance with this Agreement, along with a legible copy of their current RID membership cards indicating certification as specified in Section H of this Scope of Work. Throughout the term of the Agreement, the Contractor’s sign language interpreters shall possess and maintain a valid certification from the recognized certifying agencies.

The Contractor shall also provide CDSS with updated documents, as necessary, to maintain a current list of all sign language interpreters providing services under this Agreement.

H. Certification Requirements

Throughout the term of the Agreement, all sign language interpreters shall hold a valid and current certification with membership by the following recognized certifying agencies:

1. Registry of Interpreters for the Deaf (RID) with a level no less than Certificate of Interpretation (CI), Certificate of Transliteration (CT), Comprehensive Skills Certificate (CSC), National Interpreting Certification (NIC), or Certified Deaf Interpreter (CDI).

Or, National Association of the Deaf (NAD) or the American Consortium of Certified Interpreters (ACCI) with a level no less than Level III (Generalist), Level IV (Advanced) or Level V (Master) AND a valid and current membership with RID.

2. The contracted hearing sign language interpreter shall be proficient in both interpreting the spoken English language to ASL (voice to sign) and ASL to the spoken English language (sign to voice) while ensuring cultural and linguistic comprehension of the end user.

3. The contracted CDI/DI shall be proficient in interpreting simultaneously and consecutively while ensuring cultural and linguistic comprehension of the end user.

https://www.calhr.ca.gov/employees/pages/state-holidays.aspx

Agreement IFB 25-3065 Page 5 of 7

4. For sight translations, the contracted CDI/DI shall be proficient in sight translation of written English into ASL.

I. Compensation to the Contractor

1. CDSS shall compensate the Contractor only for approved assigned starting and ending times, unless otherwise preapproved in writing by the CDSS CAS Coordinators or Project Representative and the Contractor.

2. The Contractor shall adhere to a two (2) hour minimum requirement for all In- Person interpreting requests per interpreter, as detailed in the Exhibit B- Attachment 1, Rate Sheet. Any time beyond the initial two (2) hour minimum shall be billed in 15-minute increments. If an interpreter is requested for two (2) hours or longer, but the Contractor is unable to provide services for the full requested duration, billing shall only reflect the actual time services were provided, even if that time is less than the two (2) hour minimum.

3. In the event the assigned scheduled end time is extended and preapproved by the CDSS CAS Coordinators, service billings may be adjusted to round up to the nearest 15-minute increment.

4. If sign language interpreters have agreed to interpret more hours than initially assigned, the additional hours and associated costs must be preapproved by the CAS Coordinators. Failure to get preapproval from the CAS Coordinators shall result in the Contractor not being compensated for the additional hours.

5. The Contractor shall ensure no sign language interpreter(s) is scheduled for a request if they are on CDSS’ or the Deaf employees do not use list. If this happens, the Contractor shall immediately replace the assigned sign language interpreter. The Contractor shall not be compensated for the mis scheduled interpreter(s).

J. Standard Notification/Confirmation of Requests

1. When possible, the CDSS CAS Coordinator(s) shall provide the Contractor with a standard notification request via email at least 48 hours prior to assignment.

2. The Contractor shall provide interpreting services upon 48 hours or more advance notice. Occasionally, CDSS may request services with less than 48 hours’ notice. In this case, the Contractor shall make every effort to fill the assignment. All contact between the Contractor and CDSS shall be handled through email, except for requests with less than 48 hours’ notice. These assignments may initially be requested by phone and followed up with in a confirming email.

Agreement IFB 25-3065 Page 6 of 7

3. If the Contractor cannot fulfill an interpreting request, the Contractor shall notify the CDSS CAS Coordinator(s) as soon as possible, but no later than 48 hours prior to the requested appointment time, stating that the request cannot be filled.

K. Standard Notification of Cancellations/Billing Rate

1. The Contractor shall not bill for cancellation of services if CDSS notifies the Contractor of the cancellation at least 48 hours prior to the assignment date and time.

2. CDSS shall make every effort to notify the Contractor at least 48 hours in advance should a scheduled request be cancelled. If a cancellation is given to the Contractor with less than 48 hours’ notice, CDSS may be charged for the scheduled time. If CDSS has not received an interpreter confirmation email from the Contractor at the time of cancellation, CDSS shall not incur any billing.

L. Disqualification of Sign Language Interpreters

1. Should the Contractor’s sign language interpreters “no show” three times within an Agreement year, without the agreed upon 24-hour notification to CDSS, this may be grounds for cancellation of the Agreement.

2. CDSS may, at its election, request a replacement interpreter satisfactory to CDSS. If CDSS exercises this option and replacement sign language interpreter(s) cannot be provided in a timely manner for the originally scheduled assignment, CDSS shall make every effort to adjust the scheduled request to assist the Contractor in the provision of requested services. This shall not constitute a “no show”.

3. If the Contractor fails to fill interpreter requests (“no fill”) more than five times within an Agreement year, CDSS may consider this a material breach and grounds for cancellation of the Agreement. CDSS reserves the right to determine whether circumstances warrant cancellation.

M. CDSS Responsibilities

The CDSS shall:

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

2. Conduct an orientation meeting with the Contractor within ten (10) working days of the Agreement execution to discuss procedures and contract expectations.

3. Coordinate meetings or phone conferences with Contractor representatives, when necessary.

4. CDSS shall send the Contractor a list of preferred sign language interpreters and a list of do not use sign language interpreters for each Deaf employee. In some

Agreement IFB 25-3065 Page 7 of 7 situations, a sign language interpreter may be placed on a CDSS wide do not use list. This list shall be continuously updated and shared with the Contractor.

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

6. 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.

7. The following CDSS email is authorized to request services under this Agreement:

TBD.

The authorized CDSS email 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.

N. Project Representatives

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

CDSS Contractor

TBD

TBD

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

Agreement IFB 25-3065 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, Rate Sheet.

3. No travel is authorized for this agreement.

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

California Department of Social Services

TBD

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

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 IFB 25-3065 Page 2 of 2

EXHIBIT B

(Standard Agreement)

Revised 3/21/25

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.

IFB 25-3065 Exhibit B – Attachment 1 California Department of Social Services Page 1 of 1

Rate Sheet

The rates for services specified below shall be inclusive of all costs including, but not limited to travel, labor, equipment, utilities, and service lines. All hourly rates are to be rounded to the nearest whole dollar amount.

In-Person Interpreting

In-Person Interpreting Rate per Interpreter Hourly Rate (per Interpreter)

Standard Rate

$___TBD___.00

Agreement IFB 25-3065 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 IFB 25-3065 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 IFB 25-3065 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 $1,000,000 or more in a year in federal awards from all sources combined shall have a single or program-specific audit conducted for that year in accordance with the provisions of 2 C.F.R. section

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

Agreement IFB 25-3065 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 IFB 25-3065 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 IFB 25-3065 Page 1 of 4

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. Automobile Liability – Contractor shall maintain motor vehicle liability with limits not less than $1,000,000 combined single limit per accident. Such insurance shall cover liability arising out of a motor vehicle including owned, hired, and non-owned motor vehicles.

Agreement IFB 25-3065 Page 2 of 4

EXHIBIT E

(Standard Agreement)

Rev: 3/20/24

The policy shall be endorsed to include the State of California, its officers, agents, employees, and guests as additional insured, but only with respect to work performed under the Agreement. The additional insured endorsement is to be provided with the certificate of insurance.

c. 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.

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.

d. 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 shall be shown on the certificate of insurance and shall 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 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.

Agreement IFB 25-3065 Page 3 of 4

EXHIBIT E

(Standard Agreement)

Rev: 3/20/24

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.

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

Agreement IFB 25-3065 Page 4 of 4

EXHIBIT E

(Standard Agreement)

Rev: 3/20/24 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.

2026 01 Exhibit E Attachment 1 – Standard Agreement

The California Department of Social Services Confidentiality and Information Security Requirements

Standard Agreement - v 2026 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.

If it is determined at the sole discretion of CDSS that if no CDSS CSP is processed, stored, transmitted, received, accessed, or exchanged, this Exhibit remains a required and enforceable part of the Agreement; however, only the following sections of this Exhibit apply, and all other provisions remain non-operative:

Sections I-III; IV (A-E, N, O(1)(a), O(2)(g)-(h), P-Q); and V-XI.

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

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Exhibit E - Attachment 1 disclosure would jeopardize the integrity of the CDSS (i.e., CDSS' fiscal resources and operations).

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

6. “State Data” is all information and data owned by the State and submitted to, processed by, or stored by the Contractor and includes, but is not limited to, all data/information that originated with the State, all data/information provided by the State, and data/information generated, manipulated, produced, reported by or otherwise emanating from or by applications run by the State. State Data encompasses CDSS CSP.

7. “CDSS Credentials” is the unique username (user ID) and password issued to CDSS employees, agents, and subcontractors for access to CDSS domain accounts, used to authenticate a user or device prior to granting access to CDSS information assets and resources.

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:

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• California Welfare and Institutions Code section 10850

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

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

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

• Health Insurance Portability and Accountability Act of 1996

(“HIPAA”) - 45 CFR Parts 160 and 164

• Safeguarding Information for the Financial Assistance Programs - 45

CFR Part 205.50

• Unemployment Insurance Code section 14013

D. EXCLUSIONS.

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

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

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

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 State Data 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. Disclosure of Attendee CSP.

For contracts for training services, unless authorized in writing by the attendees or required by law, the collection and/or disclosure of confidential

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information related to the attendees in trainings and conferences by Contractor shall be limited to that which is required to:

1. Verify attendance and/or participation;

2. Analyze the effectiveness of training and conference;

3. Provide attendees with continuing education units (e.g., Board of

Behavioral Sciences requirements available at http://www.bbs.ca.gov/licensees/ce_licensees.shtml); and/or

4. Analyze the effectiveness of training and conference as described in the “Child and Family Services Plan 2015-2019” available at http://www.cdss.ca.gov/inforesources/Child-Welfare-Program- Improvement/Child-and-Family-Services-Plan

C. 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 State Data other than for the purposes described in the Agreement and to meet its obligations under the Agreement.

D. Disclosure of State Data.

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

E. Subpoena.

If Contractor receives a subpoena or other validly issued administrative or judicial notice requesting the disclosure of State Data, 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.

F. Information Security Officer.

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

G. Requests for CDSS CSP by Third Parties.

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

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H. Documentation of Disclosures for Requests for Accounting.

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

I. Return or Destruction of CDSS CSP on Expiration or Termination.

Upon expiration or termination of the Agreement between Contractor and CDSS, or upon a date mutually agreed upon by the Parties following expiration or termination, Contractor shall return or destroy the CDSS CSP.

If return or destruction is not feasible, Contractor shall provide a written explanation to the CDSS Program Contract Manager and the CDSS Information Security and Privacy Officer, using the contact information in this Agreement. CDSS, in its sole discretion, will make a determination of the acceptability of the explanation and, if retention is permitted, shall inform Contractor in writing of any additional terms and conditions applicable to the retention of the CDSS CSP.

J. Retention Required by Law.

If required by state or federal law, Contractor may retain, after expiration or termination, CDSS CSP for the time specified as necessary to comply with the law.

K. Obligations Continue Until Return or Destruction.

Contractor’s obligations regarding the confidentiality of CDSS CSP set forth in this Agreement, including but not limited to obligations related to responding to Public Records Act requests and subpoenas shall continue until Contractor returns or destroys the CDSS CSP or returns the CDSS CSP to CDSS; provided however, that on expiration or termination of the Agreement between Contractor and CDSS, Contractor shall not further use or disclose the CDSS CSP except as required by state or federal law.

L. Notification of Election to Destroy CDSS CSP.

If Contractor elects to destroy the CDSS CSP, Contractor shall certify in writing, to the CDSS Program Contract Manager and the CDSS Information Security and Privacy Officer, using the contact information, that the CDSS CSP has been destroyed.

M. Background Check.

Before a member of Contractor's workforce may access State Data, a thorough background check must be completed to ensure the…