Exhibit_2,_Sample_Agreement.pdf

2. The term of this Agreement is:

Agreement IFB 24-3089 Page 1 of 9

CDSS/TBD

EXHIBIT A

(Standard Agreement)

SCOPE OF WORK

A. Introduction and Background

Administrative Law Judges (ALJ) from the California Department of Social Services (CDSS), State Hearings Division (SHD) conduct administrative hearings in accordance with Government Code sections 11500 et seq., Welfare and Institutions Code section 10950 et seq., other applicable statutes, and pursuant to contracts and interagency agreements with other state entities. Pursuant to the Dymally-Alatorre Bilingual Services Act, administrative hearing requires language interpretation for due process.

CDSS SHD requires Certified Interpreters as defined by (B)(5) below.

B. Contractor Responsibilities

Contractor shall:

1. Provide CDSS SHD Certified Interpreters 1) at in-person and video hearings 2) at pre-scheduled telephone hearings, and 3) for oral translation of written documents prior to, during, and after any hearings.

Contractor requirements for providing these services are as follows:

a. Have at least three (3) years of experience within the last ten (10) years providing on-site/in-person interpreters throughout the State of California;

b. Have at least three (3) years of experience within the last ten (10) years providing interpretation services at pre-scheduled video and telephone hearings.

c. Have at least one (1) year of experience within the last ten (10) years providing Communication Access Real-Time Translation (CART) services as defined as instant translation of the spoken word into readable English text using a stenographic machine, computer, and real-time software. The text produced shall be displayed on an individual’s computer monitor, projected on a screen, or combined with video to appear as captions. It serves as an effective communication tool for people who are deaf, hard of hearing, or are learning a second language hearing in a multitude of settings (academic, business setting, conferences, etc.). It is a word-for-word, near-verbatim, speech-to-text interpreting service for people who are deaf or hard of hearing. CART provides a complete translation of all spoken words and environmental sounds. A CART provider has an understanding of the needs of the deaf and hard of hearing community.

CART reporters shall meet the following qualifications: a) A person who has a minimum of one (1) year paid professional experience

Agreement IFB 24-3089 Page 2 of 9

EXHIBIT A

(Standard Agreement) performing CART services, is not subject to any disciplinary action, and has met the requirements of and passed the examination for either the i) National Court Reporters Association (NCRA) Certification, Certified Realtime Captioner (CRC); ii) California Court Reporters Association (CCRA) Certification, Certified CART Generalist (CCG); iii) National Verbatim Reporters Association (NVRA)

Certification, Registered CART Provider (RCP); OR b) A person who has: i) A minimum of three (3) years paid professional experience performing CART services. ii) Ability to type a minimum of 180 words per minute with 96% accuracy. iii) Excellent command of the English language and above-average knowledge of punctuation and grammar.

iv) Command of CART hardware and software. v) An understanding of the needs of the deaf and hard of hearing community.

d. Have at least one (1) year of experience within the last ten (10) years providing translation of written documents.

e. Be able to provide the following minimum services:

(1) Assign multiple Certified Interpreters to multiple pre-scheduled telephone and/or video hearings.

(2) Assign multiple Certified Interpreters to multiple counties simultaneously at any given time throughout the State of California.

(3) Provide interpretation services requested during business days and hours, Monday through Friday from 8:00 a.m. to 6:00 p.m. PST.

(4) At least one (1) business day prior to any scheduled hearing, provide a phone number to reach the assigned Certified Interpreter on the day of the hearing.

(5) At the time scheduling is confirmed for all video hearings, provide an email for the Certified Interpreter which shall be used to connect the Certified Interpreter to the hearing.

2. Provide certified language services and agree to provide all labor, materials, tools, equipment, and supervision, and shall pay all expenses including, but not limited to, travel, mileage, parking, taxes, insurance, bonds, license and permit fees, and any other costs incidental to providing the services on an “as needed” basis.

3. Perform services at locations and/or in the modality provided by CDSS.

The location of services may be by video; pre-scheduled telephone; at any of the County Hearing Locations listed in Exhibit A – Attachment 1; or at

Agreement IFB 24-3089 Page 3 of 9

EXHIBIT A

(Standard Agreement) any location throughout California as set by the ALJ or agreed upon by the parties in the case.

4. Ensure the assigned Certified Interpreter remains available for the duration of the hearing. SHD cannot guarantee that the hearing shall begin on time, however, the assigned interpreter shall be available and ready to interpret as soon as the hearing starts within the scheduled timeframe.

5. Certification, per this Agreement, is defined as:

a. “Certified” shall mean that the person providing the language services shall be certified by the State of California Judicial Council or certified by the awarded Contractor (“Contractor Certification”).

b. Contractor Certification shall include the following: sight translation, consecutive interpretation, and simultaneous interpretation.

6. Upon CDSS request, provide the interpreter’s certification from the State of California Judicial Council or the Contractor Certification within 48 hours. Upon CDSS’ request, for interpreters who provide services for the languages in section 12 below, provide the interpreter’s resume and any other certification or registration within 48 hours. Contractor shall keep the above documentation on file to provide to CDSS upon request.

7. Provide interpreters who shall perform sequential interpretation services during CDSS State Hearings.

8. Ensure that the Certified Interpreters shall conduct themselves in the following manner:

The Certified Interpreters shall:

a. Remain neutral in the conversation by accurately interpreting only the questions posed to the witness and the responses thereto unless prompted by the ALJ with additional instructions.

b. Interpret word for word between all parties participating in the hearing.

c. Use the utmost courtesy at all times.

d. Respect cultural differences.

e. Refrain from siding in a disagreement between the parties.

f. Arrive to the hearing on time. For the purposes of this Agreement, “arrive” means the Certified Interpreter has joined the virtual hearing, Agreement IFB 24-3089 Page 4 of 9

EXHIBIT A

(Standard Agreement) called in to a virtual or pre-scheduled phone hearing, or is physically present at the hearing location and is prepared to begin interpreting at the assigned hearing time and remains prepared even if the hearing does not begin at the assigned hearing time. SHD cannot guarantee that the hearing shall begin on time, however, the assigned interpreter shall be available and ready to interpret as soon as the hearing starts within the scheduled timeframe.

g. Remain available for the duration of the hearing unless excused by

CDSS.

9. Ensure that during the administrative hearing the interpreter shall give their full name, affirm their certification status, and take the provided oath.

10. The term of the Agreement shall be TBD. The Contractor’s rates shall stay in effect for the entire Agreement term.

11. The most commonly requested languages or services are as follows:

American Sign Creole (Haitian) Mandarin Spanish Language Amharic Dari Mien Tactile Arabic Farsi Pashto Xhosa Tagalog Armenian Hindi Portuguese Thai Cantonese Hmong Punjabi Ukrainian Cambodian Japanese Real Time Vietnamese

Captioning Certified Deaf Korean Russian Interpreters (CDI)

12. Other Languages requested are as listed below:

Acholi Eritrean Lahu Serbo-Croatian Afrikaans Eskimo Lakota Seyup Akan Estonian Lao Shanghainese Albanian Ewe Latvian Shona Anuak Fanti Lingala Sicilian Ashanti Fijian Lithuanian Sinhala Assyrian Finnish Luganda Slovak Azerbaijani Flemish Lusoga Slovene Badini Foochow Luxembourgish Somali Bahasa French Maay Samoan Bajuni French Macedonian Sorani

Canadian Bambara Fukienese Malagasy Sri Lankan Basque Fula Malay Sudanese

Agreement IFB 24-3089 Page 5 of 9

EXHIBIT A

(Standard Agreement)

Behdini Fulani Malayalam Swahili Belorussian Fuzhou Malinke Swedish Bengali Ga Maltese Sylheti Berber Gaelic Mandingo Szechuan Bikol Georgian Marathi Taiwanese Bosnian German Marshallese Tamil Braille Gorani Maya Telugu Brunel Greek Mende Temne Bulgarian Guarani Mina Tibetan Burmese Gujarati Mirpurl Tigre Castilian Hakka Mixteco Tigrinya Catalan Hausa Moldovan Tongan Cebuano Hebrew Mongolian Turkish Chaldean Hindko Nahuatl Twi Chamorro Hokkien Navajo Urdu Chowchow Huizhou Nepali Visayan Chavacano Hungarian Nigerian Welsh Cherokee Ibanag Norwegian Wolof Chui Chow Ibo Nuer Yapese Chuukese Icelandic Oromo Yemeni Cree Igbo Pampangan Yiddish Creek Ilocano Pangasinan Yoruba Creole (Cape Ilonggo Papago Yucateco Verdean) Zapoteco Creole (French) Indonesian Papiamento Creole (Pidgin) Italian Patios (Jamaican) Creole (Sierra Jakartanese Pohnpei Leone) Creole (W.

African)

Javanese Polish

Croatian Kannada Q’anjob’al Czech Kosovan Quechua Dakota Krio Romanian Danish Kurdish Serbian

13. Contractor interpreters shall have the expertise required for effective and accurate interpretation of administrative hearings or legal proceedings and for translation of correspondence and legal documents including, but not limited to:

a. Notice of Action

b. Notice of Hearing

c. Statement of Position

d. Decision or Proposed Decision

Agreement IFB 24-3089 Page 6 of 9

EXHIBIT A

(Standard Agreement)

e. Procedural Safeguards

f. Written correspondence from claimants

g. Evidence provided by claimants

h. Other documents provided by parties

Note: additional forms may be required as the need arises.

14. Provide Certified Interpreters throughout the State of California, in person, or by video, or by pre-scheduled telephone as requested by CDSS. The rate for any language not listed on the interpreter list, shall be agreed upon by both CDSS and the Contractor prior to any work being accepted.

This rate shall not exceed the highest charged rate on the current interpreter Rate Sheet in Exhibit B – Attachment 1.

15. Be responsible for ensuring the quality and accuracy of all interpreter services. CDSS may, but is not responsible, for informing the Contractor of all errors or omissions.

a. Contractor shall investigate any complaints and give resolution to

CDSS within thirty (30) days.

b. Should more than one complaint arise for an interpreter, the Contractor shall remove the interpreter from providing service under this Agreement.

c. The Contractor shall remove any interpreter who is not performing up to CDSS standards.

16. Adhere to the following Cancellation Policy for cancellation made by SHD for interpreters:

a. Cancellations made one (1) business day or more prior to the scheduled date shall incur no fee.

b. Cancellations made less than one (1) business day prior to the scheduled date shall be charged the full amount of the time scheduled.

17. Be required to translate written documents at the rates provided in Exhibit B – Attachment 1.

18. CDSS does not guarantee the amount of work or services that may be requested from the Contractor.

Agreement IFB 24-3089 Page 7 of 9

EXHIBIT A

(Standard Agreement)

19. This Agreement may be canceled in whole or in part by SHD without cause upon thirty (30) days’ written notice to the Contractor. In the event of an early termination, Contractor shall be paid for services rendered up to the cancellation date. Any payment issued by SHD after the cancellation date shall be at the rates as applicable in Exhibit B - Attachment 1.

C. CDSS Responsibilities

CDSS shall:

1. Request interpretation services at least three (3) business days in advance. Requests shall be made either by telephone or electronically, and shall indicate the language needed, case number, date, the assigned hearing time, location, modality, and related phone number(s) if applicable.

2. Designate two (2) Program Coordinators to work with Contractor and serve as the points of contact regarding services being provided. The Program Coordinator(s) shall:

a. Provide overall management of scheduling and coordinating interpretation services.

b. Help resolve and escalate issues.

c. Serve as the interface between the Contractor and CDSS

Staff.

d. Review, approve, and submit invoices to CDSS Accounting

Bureau for payment.

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

D. Termination

This Agreement may be canceled in whole or in part without cause by SHD upon thirty (30) days written notice to the Contractor. In the event of early termination, Contractor shall be paid for services rendered up to the cancellation date. Any payment issued by SHD after the cancellation date shall be at the rates, as applicable in Exhibit B – Attachment 1.

Agreement IFB 24-3089 Page 8 of 9

EXHIBIT A

(Standard Agreement)

E. Liquidated Damages

1. If the Contractor provides a Certified Interpreter that does not meet the requirements and expectations listed in section B or is unable to provide a Certified Interpreter when requested pursuant to section B(14), the hearing shall be rescheduled. The Contractor shall provide a replacement Certified Interpreter for the rescheduled hearing. CDSS shall deny invoices submitted for a Certified Interpreter that does not meet the requirements and expectations listed in Section B. Additionally, the parties agree that the rescheduling of the hearing causes a delay and impacts CDSS’s legal obligation to provide due process and timely decisions, resulting in potential financial penalties on CDSS. As the parties agree that the actual amount of damages sustained may vary, CDSS and Contractor agree that in the event of any such delay, the Contractor shall pay $500 per incident as liquidated damages to CDSS and as a penalty.

Amounts due to CDSS as liquidated damages may be deducted by CDSS from any money payable to the Contractor. CDSS shall notify the Contractor in writing of any claim for liquidated damages pursuant to this paragraph on or before CDSS deducts such sums from money payable to the Contractor.

2. The Contractor shall be responsible for ensuring that interpreters arrive on time for scheduled hearings. For the purposes of this section, a late arrival is defined as arriving fifteen (15) minutes or more after the scheduled start time of the hearing. Invoices submitted for interpreters who arrive late for hearings shall be denied by CDSS. Additionally, if the Contractor fails to deliver in accordance with the Agreement requirements, the parties agree that the delay caused by the late arrival of the interpreter shall interfere with the proper implementation of the State’s programs. As the parties agree that the actual amount of damages sustained in the event of any such delay may be difficult to fix, CDSS and Contractor, therefore, presume that in the event of any such delay, the amount of damage which shall be sustained from a delay shall be the amounts set forth in the Scope of Work, and the CDSS and Contractor agree that in the event of any such delay, the Contractor shall pay $500.00 per incident as liquidated damages to the State and as a penalty. Amounts due to the State as liquidated damages may be deducted by the State from any money payable to the Contractor. The State shall notify the Contractor in writing of any claim for liquidated damages pursuant to this paragraph on or before the State deducts such sums from money payable to the Contractor.

Agreement IFB 24-3089 Page 9 of 9

EXHIBIT A

(Standard Agreement)

F. Project Representatives

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

CDSS Contractor

TBD TBD

TBD TBD

TBD TBD

TBD TBD

Phone: TBD Phone: TBD Email: TBD Email: 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.

County Alameda County Alpine County Amador County Butte County Calaveras County Colusa County Contra Costa County Del Norte County El Dorado County Fresno County Glenn County Humboldt County Imperial County

Inyo County Kern County Kings County Lake County Lassen County Los Angeles County Madera County Marin County Mariposa County Mendocino County Merced County Modoc County

Mono County Monterey County Napa County Nevada County Orange County Placer County Plumas County Riverside County Sacramento County San Benito County San Bernardino County San Diego County San Francisco County San Joaquin County San Luis Obispo County San Mateo County

Santa Barbara County

Address

120 N. Redwood Dr., West Wing, 1st Floor, San Rafael, CA 94903

270 County Hospital Rd., Unit 207, Quincy, CA 95971 7894 Mission Grove Pkwy S., Ste.100, Riverside, CA 92508 444 3rd Steet #100, Sacramento, CA 95811 1111 San Felipe Rd, Room 206, Hollister, CA 95026 1111 E. Mill St.,2nd Floor, San Bernardino, CA 92415 1255 Imperial Ave Suite #300, San Diego, CA 92101

85 Emigrant Street/107384 Hwy 39, Bridgeport, Walker, CA/1290 Tavern Rd, Mammoth Lake, CA 93546 1000 South Main Street, 208, Salinas, CA 93901

County Hearing Locations

1650 Mission Street, 5th Floor, San Francisco, CA 94103 102 S San Joaquin St., Stockton, CA 95202 3563 Empleo Street, San Luis Obispo, CA 93401 500 County Center, Redwood City, CA 94063 2125 S. Centerpointe Pkwy., Santa Maria, CA 93455/234 Camino del Remedio, Santa Barbara, CA 93110

2751 Napa Valley Corporate Dr., Building A, Napa, CA 94558 950 Maidu Avenue, Nevada City, CA 95959 1928 South Grand Ave. Bldg. A , Santa Ana, CA 92705 1000 Sunset Blvd. Suite 100, Rocklin, CA 95765-3702

3833 S. Vermont Ave, 1st Floor, Los Angeles, CA 90037 1620 Sunrise Ave, Madera, CA 93638

5362 Lemee Lane, Mariposa, CA 95338 747 South State Street, Ukiah, CA 95482 2115 Wardrobe Avenue, Merced, CA 95341 120 North Main, Alturas, CA 96101

1600 Chestnut Street #19, Susanville, CA 96130

400 Ellinwood Way, Pleasant Hill, CA 94523 880 Northcrest Drive, Crescent City, CA 95531 3057 Briw Road, Placerville, CA 95667 3500 Never Forget Ln Bldg 1, Clovis, CA 93612 420 East Laurel, Willows, CA 95988 605 K Street, Eureka, CA 95501 2995 South 4th Street, Ste. 105, El Centro, CA 92243 1360 N. Main Street, Bishop, CA 93514/380 Mt Witney Dr., Lone Pine, CA 93545 3711 Columbus St., Bakersfield, CA 93306 1400 W. Lacy Blvd. #8, Hanford, CA 93230 15975 Anderson Park Ranch, Lower Lake, CA 95457

251 East Webster Street, Colusa, CA 95932

1111 Jackson Street, Oakland, CA 94621 75-A Diamon Valley Road, Markleeville, CA 96120 10877 Conductor Blvd. Sutter Creek, CA 95685 78 Table Mountain Blvd, Oroville, CA 95965 509 E. St. Charles St., San Andreas, CA 95249

Agreement IFB 24-3089

CDSS/TBD

Exhibit A - Attachment 1

Santa Clara County Santa Cruz County Shasta County Sierra County Siskiyou County Solano County Sonoma County Stanislaus County Sutter County Tehama County Trinity County Tulare County Tuolumne County Ventura County Yolo County Yuba County

855 Partridge Drive, Ventura, CA 93003 25 N. Cottonwood Street, Woodland, CA 95695 5730 Packard Ave. Ste. 100, Marysville, CA 95901

4031W. Noble Ave., Visalia, CA 93277 20075 Cedar Road North , Sonora, CA 95370

333 W. Julian Street, Bldg. 1, San Jose, CA 95110

3525 Coffee Rd, Second Floor, Modesto, CA 95355 539 Garden Hwy. #B , Yuba City, CA 95993 310 South Main Street, Red Bluff, CA 96080 51 Industrial Park Way, Weaverville, CA 96093

1020 Emeline Ave., Santa Cruz, CA 95060 2600 Park Marina Drive, Redding, CA 96001 202 Front Street, Loyalton, CA 818 S. Main Street, Yreka, CA 96097 275 Beck Ave, Fairfield, CA 94533 3750 Westwind Blvd Ste 200B, Santa Rosa, CA 95403

Agreement IFB 24-3089

CDSS/TBD

Exhibit A - Attachment 1

Agreement IFB 24-3089 Page 1 of 2

EXHIBIT B

(Standard Agreement)

Revised 1/13/25

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

4. Invoices shall be submitted in Excel and PDF formats, include the Agreement Number #TBD and Reporting Structure 51806445, 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.

Agreement IFB 24-3089 Page 2 of 2

EXHIBIT B

(Standard Agreement)

Revised 1/13/25

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 IFB 24-3089 Exhibit B – Attachment 1 CDSS/TBD Page 1 of 1

Rate Sheet

The rates for services specified below shall be inclusive of all costs including, but not limited to, labor, equipment, travel, utilities, and service lines.

Description of Services

Rate

In-Person/Video Standard Rate

(regular work hours) Not to exceed $115 per hour

$_______ Per Hour

Pre-Scheduled Telephone Standard Rate

Captioning Standard Rate

(in-person and video)

Translation of Written Documents (as needed, if requested by CDSS)

Not to exceed $5.00 per page

$______ Per Page

Agreement IFB 24-3089 Page 1 of 5

EXHIBIT D

(Standard Agreement)

Rev: 7/3/24

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 24-3089 Page 2 of 5

EXHIBIT D

(Standard Agreement)

Rev: 7/3/24

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 24-3089 Page 3 of 5

EXHIBIT D

(Standard Agreement)

Rev: 7/3/24

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 IFB 24-3089 Page 4 of 5

EXHIBIT D

(Standard Agreement)

Rev: 7/3/24

H. Subcontractors

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

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

I. Indirect Costs/Administrative Overhead

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

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

J. Accessibility Requirements

Contractor shall comply with California Government Code sections 7405 and 11135 which requires, among other things, that Contractor shall comply with the accessibility requirements of Section 508 of the Federal Rehabilitation Act of 1973, Agreement IFB 24-3089 Page 5 of 5

EXHIBIT D

(Standard Agreement)

Rev: 7/3/24 as amended (29 U.S.C. Sec. 794d), and regulations implementing that act as set forth in Part 1194 of Title 36 of the Federal Code of Regulations. All Contractor deliverables shall meet the requirements of the Web Content Accessibility Guidelines 2.0, or a subsequent version, published by the Web Accessibility Initiative of the World Wide Web Consortium at minimum Level AA success criteria.

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

K. Russia – Ukraine Conflict Economic Sanctions

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

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

L. Generative Artificial Intelligence (GenAI) Technology Use & Reporting

During the term of the contract, Contractor must notify the State in writing if their services or any work under this contract includes, or makes available, any previously unreported GenAI technology, including GenAI from third parties or subcontractors.

Contractor shall immediately complete the GenAI Reporting and Factsheet, STD 1000 to notify the State of any new or previously unreported GenAI technology. At the direction of the State, Contractor shall discontinue the use of any new or previously undisclosed GenAI technology that materially impacts functionality, risk or contract performance, until use of such GenAI technology has been approved by the State.

Failure to disclose GenAI use to the State and submit the GenAI Reporting and Factsheet, STD 1000 may be considered a breach of the contract by the State at its sole discretion and the State may consider such failure to disclose GenAI and/or failure to submit the GenAI Reporting and Factsheet, STD 1000 as grounds for the immediate termination of the contract. The State is entitled to seek any and all relief it may be entitled to as a result of such non-disclosure.

The State reserves the right to amend the contract, without additional cost, to incorporate GenAI Special Provisions into the contract at its sole discretion and/or terminate any contract that presents an unacceptable level of risk to the State.

Agreement IFB 24-3089 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 24-3089 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.

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.

Agreement IFB 24-3089 Page 3 of 4

EXHIBIT E

(Standard Agreement)

Rev: 3/20/24

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 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

Agreement IFB 24-3089 Page 4 of 4

EXHIBIT E

(Standard Agreement)

Rev: 3/20/24 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.

2022 01 Exhibit E Attachment 1 - Contractor

The California Department of Social Services Confidentiality and Information Security Requirements

Contractor/Entity - v 2022 01

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

I. Order of Precedence.

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

II. Effect on Lower Tier Transactions.

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

III. Confidentiality of Information.

A. DEFINITIONS.

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

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

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

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

Agreement IFB 24-3089

CDSS/TBD

Exhibit E - Attachment 1

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

4. “Breach” is

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

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

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

5. “Information Security Incident” is

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

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

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

• California Welfare and Institutions Code section 10850

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

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

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

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

-45 CFR Parts 160 and 164

• Safeguarding Information for the Financial Assistance Programs - 45

CFR Part 205.50

• Unemployment Insurance Code section 14013

D. EXCLUSIONS.

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

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

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

Agreement IFB 24-3089

CDSS/TBD

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.…