IFB_No._109165.pdf

October , 2024

TO PROSPECTIVE BIDDERS

SUBJECT: INVITATION FOR BID (IFB) No. 109165

“As Needed” Credit Monitoring and Identity Theft Protection Term: January 1, 2025 through June 30, 2026

The Employment Development Department invites you to submit your bid for the above service in accordance with the attached Specifications.

If you wish to bid, see Instructions to Bidders. If you make any additions or modifications to the IFB package, it may result in the rejection of your bid. The EDD reserves the right to reject any or all bids. Disabled Veteran Business Enterprise Participation and Incentive requirements are waived for this IFB.

Bids must be received, and date stamped in the Contracts Services Group no later than:

October 17, 2024, by 3:00 p.m. (PST)

If you have any questions, please contact me at melissa.miranda@edd.ca.gov.

/s/Melissa Miranda Contract Analyst

Enclosures

Employment Development Department 722 Capitol Mall, MIC 62-C

P.O. Box 826880 Sacramento, CA 94280-0001

Bid Due Date: October 17, 2024 Time: 3:00 p.m.

Exhibit Pages

Instructions to Bidders

A Scope of Work

B Budget Detail and Payment Provisions……………………………………….. 1

C *General Provisions – 04/2017

D Special Terms and Conditions

E Protection of Confidentiality Attachment E-1, Confidentiality Agreement Attachment E-2, Indemnity Agreement Attachement E-3, Data Destruction Certifictaion………………………………. 1

F Sample Standard Agreement, STD 213

G Cost Proposal

H Bidder Declaration

I Contractor Contractor Clauses (CCC 04/2017)………………………………. 4

J Certification Regarding Debarment………………………………………………. 2

K Darfur Contracting Act Certification……………………………………………. 2

L Payee Data Record, STD 204…………………………………………………… 2

M Payee Data Record Supplement, STD 205……………………………………. 2

N GenAI Disclosure and Factsheet, STD 1000……………………………………… 4

*View at: https://www.dgs.ca.gov/OLS/Resources/Page-Content/Office-of-Legal-Services- Resources-List-Folder/Standard-Contract-Language

Invitation for Bid No. 109165

IFB No. 109165

STATE OF CALIFORNIA

EMPLOYMENT DEVELOPMENT DEPARTMENT

INSTRUCTIONS TO BIDDERS

INVITATION FOR BID (IFB) REQUEST

1. Submission of Bids

a. Failure to read these instructions, the Specifications, and the Terms and Conditions included in this bid package will be at the bidder's risk. Written instruction(s) regarding the submission of bids shall take precedence over any verbal instruction(s).

b. Bidders shall complete, sign, and return all of the following documents listed below: The exterior of your envelope must clearly be noted: “INVITATION FOR BID, DO NOT OPEN

IN MAIL ROOM, IFB NO. 109165.”

Exhibit G Cost Proposal

Exhibit H Bidder Declaration

Exhibit I Contractor Certification Clauses (CCC 04/2017)

Exhibit J Certification Regarding Debarment

Exhibit K Darfur Contracting Act Certification

Exhibit L Payee Data Record, STD 204

Exhibit M Payee Data Record Supplement, STD 205, if applicable

Exhibit N GenAI Disclosure and Factsheet, STD 1000

Copy of Valid Business License/Tax Certificate

Secretary of State Certification of Status, is required if your company is a Corporation, Limited Liability Company (LLC), or Limited Partnership (LP). (Refer to Registered To Do Business in California of these Instructions For Bidders).

c. Documents must be signed by an authorized representative of the bidder’s firm. The forms must be completed in ink or typewritten. If errors are made, they must be crossed out and corrections printed in ink or typewritten adjacent to error. Corrections must be initialed in ink by person signing the bid forms.

d. The EDD reserves the right to reject any or all bids and may waive any immaterial deviation or defect in the bid. The EDD’s waiver of any immaterial deviation or defect shall in no way modify the solicitation documents, or excuse the bidder from full compliance with the solicitation specification if awarded the contract. The EDD is not required to award an agreement.

e. Bid packages must be received and time stamped in Contract Services Group no later than

3:00 p.m. (PST) on the bid closing date of October 17, 2024. Signed copies of the sealed bid package are to be mailed or delivered to:

Regular, Overnight and/or Express Delivery:

Employment Development Department Mail Services 722 Capitol Mall, Room 2071 Sacramento, CA 95814 Attn: Melissa Miranda, MIC 62-C

Email Delivery:

Melissa.Miranda@edd.ca.gov

Bids received and time stamped after 3:00 p.m. (PST) on the bid closing date of October 17, 2024, will be considered "late" and will be returned to sender.

4. Online Small Business (SB) and Disabled Veteran Business Enterprise (DVBE)

Certification Process

California’s SB and DVBE firms can now file their applications and get certified online via the Department of General Services website at: https://www.dgs.ca.gov/PD/Services/Page- Content/Procurement-Division-Services-List-Folder/Register-Apply-or-Renew-a-Small- Business-and-Disabled-Veteran-Business-Enterprise. Small Businesses and DVBEs can access the numerous benefits that come along with certification in a more timely and efficient manner.

5. Replacement of Disabled Veteran Business Enterprise Subcontractors

If for this Agreement, the Contractor made a commitment to achieve Disabled Veteran Business Enterprise (DVBE) participation, then the Contractor must within 60 days of receiving final payment under this Agreement (or within such other time period as may be specified elsewhere in this Agreement) certify in a report to the awarding department: (1) the total amount the prime the Contractor received under the Agreement; (2) the name and address of the DVBE(s) that participated in the performance of the Agreement; (3) the amount each DVBE received from the prime Contractor; (4) that all payments under the Agreement 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 section 999.5(d)).

The 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 Military and Veterans Code section 999.5(e), a DVBE subcontractor may only be replaced by another DVBE subcontractor and must be approved by the Department of General Services (DGS).

Changes to the scope of work that impact the DVBE subcontractor(s) identified in the bid or offer and approved DVBE substitutions will be documented by contract amendment.

Failure of the 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 rights and remedies due to the State and penalties as outlined in Military and Veterans Code section 999.9; Public Contract Code section 10115.10 or P.C.C. § 4110 (applies to public works only).

6. Award of the Agreement

a. Award will be made to the lowest responsible bidder meeting specifications and offering to supply the services described. The firm submitting the lowest responsible bid may be required to submit evidence that they have available, as needed, sufficient resources to provide the necessary equipment and personnel to enable them to meet the requirements of the Contract, and may also be required to furnish information as to their financial responsibility.

b. It is understood and agreed that following the award of the Contract, the successful bidder shall agree to comply with all Exhibits attached herein, and provide the required documents requested (i.e., bonds, insurance certificates, etc.) in order for the EDD to complete the execution of a Standard Agreement (STD. 213).

c. Small Business/Microbusiness (SB/MB) and Small Business/Nonprofit Veteran Service Agency (SB/NVSA) Certification Preferences

A SB/MB and SB/NVSA Certification Preferences are applicable to the award of this contract.

(1) Certified SB/MB and SB/NVSAs may claim preference when submitting a bid on this

Contract. The preference is equal to five percent (5%) of the lowest responsible bid.

When the lowest responsible bid is not submitted by a certified small business, the preference becomes applicable. Please note that the preference is used for computation purposes only (to a maximum amount of $50,000) in determining the successful bidder. It does not alter the amount of the resulting contract.

(2) To learn more about the SB/MB and SB/NVSA Preference Programs and how your business might qualify, contact the Office of Small Business and DVBE Services at

(916) 375-4940.

d. California Certified Small Business Subcontractor Preference

A five percent (5%) bid preference is available to a non-small business claiming twenty-five percent (25%) California certified small business subcontractor participation. If claiming the non-small business subcontractor preference, the bid response must include a list of the small business(es) with which you commit to subcontract in an amount of at least twenty-five percent (25%) of the net bid price with one or more California certified small businesses. Each listed certified small business must perform a “commercially useful function” in the performance of the contract as defined in Government Code section 14837(d)(4).

The required list of California certified small business subcontractors must be attached to the bid response and must include the following: 1) subcontractor name; 2) address;

3) phone number; 4) a description of the work to be performed and/or products supplied;

5) and the dollar amount or percentage of the net bid price (as specified in the solicitation) per subcontractor.

Bidders claiming the five percent (5%) preference must commit to subcontract at least twenty-five percent (25%) of the net bid price with one or more California certified small businesses. Completed certification applications and required support documents must be submitted to the Office of Small Business and DVBE Services no later than 5:00 p.m.

on the bid due date, and the Office of Small Business and DVBE Services must be able to approve the application as submitted. Questions regarding certification should be directed to the Office of Small Business and DVBE Services at (916) 375-4940.

7. Rejection of Bids

a. If the bid is received after the exact time and date as stipulated in the bid package, the bid shall be rejected.

b. If it is found that a bidder is not responsible (i.e., has not paid taxes; has no business license; has submitted a bid when the bidder’s license is suspended on the date of the bid opening and/or award of the Contract, or during the proposed term of the Agreement;

submitted a bid without an authorized signature; falsified any information in the proposal package or has provided poor performance on a previous contract with EDD, etc.), the bid/proposal shall be rejected.

c. If it is found, upon license verification with the Contractor's State Licensing Board, that a bidder's license is suspended on the date of the bid opening and/or award of the contract, or during the proposed term of the Agreement, the proposal shall be considered nonresponsive and shall be rejected.

d. The EDD reserves the right to reject any and all bids and to waive any immaterial deviation or defect in the bid. The EDD’s waiver of any immaterial deviation or defect shall in no way modify the bid document or excuse the bidder from full compliance with the solicitation document specifications if awarded a Contract.

8. Tie Bids

In the event of a tie between two bidders, a coin toss will be used to determine the winner.

Any coin toss shall be observed by witnesses, and the tied bidders would be invited to have representatives present.

9. Subcontractors

No subcontracting will be allowed to circumvent competitive bidding. A certified Small Business/Microbusiness, Small Business/Nonprofit Veteran Service Agency or a certified Disabled Veteran Business Enterprise will only be permitted to subcontract in order to meet Department requirements and/or preferences. The subcontracting services and amount shall not exceed 25 percent (25%) of the bid. The Contractor shall be solely responsible for fulfilling the requirements of the bid. If it is anticipated that subcontractors will be used, the bid must include the name(s) of person(s) or firm(s), and must specify the portions and monetary percentages of the work to be done by them.

10. Subcontractors Substitution

If the EDD gives written approval to subcontract, Public Contract Code section 4107 authorizes an awarding authority to consent to substituting a subcontractor when the subcontractor listed in the bid fails or refuses to execute a written Contract for the Scope of Work specified in the subcontractor's bid, and at the price specified in the subcontractor's bid.

11. Disposition of Bids

All material submitted in response to this bid package will become the property of the EDD and will become a public record after Award.

12. Grounds For Protest

a. Those who may protest are as follows:

For RFQ/IFBs, the lowest responsible bidder meeting the specifications (if not awarded the Contract).

For RFPs, any proposer who claims he/she should have been awarded the contract if the EDD had scored his or her proposal correctly, or if the agency had correctly followed the procedures specified in the P.C.C.

b. There is no protest if the awarding agency rejects all bids or proposals, based on the interest of the State.

13. Protest Exclusions

The State has no jurisdiction to consider a protest when:

The Contract is considered a public works contract.

The Contract award is for a type of contract not subject to the protest procedures. This category includes contracts for maintenance, modification, and so forth of real or personal property, including equipment and contracts for professional services under Government Code section 4525.

The protestant was not the lowest responsible bidder or the highest-scored proposer.

The protestant was not a bidder or proposer, and seeks to contest the award. The only recourse in this case is through the civil courts.

The protest was not submitted in a timely manner.

The grounds for the protest do not meet the permissible grounds stated in the P.C.C.

14. Notification of the Right to Protest

Unsuccessful bidders who wish to protest this award must submit a detailed, written statement of protest, including the IFB/RFP No., the name of the State agency involved, and the agency contact person. The protest must be submitted within five (5) working days following the bid opening. All protests must be submitted to both of the following:

Department of General Services Office of Legal Services

Attention: Bid Protest Coordinator 707 Third Street, 7th Floor, Suite 7-330

West Sacramento, CA 95605 Bid Protest Coordinator Email address: OLSProtests@dgs.ca.gov

Employment Development Department Contract Services Group

722 Capitol Mall, MIC 62-C Sacramento, CA 95814

FAX: (916) 319-1684

15. Conditions and Commitment

By signing and submitting a bid package, the bidder acknowledges it has read, understood, and agrees to the following provisions:

a. General Provisions – 04/2017 available for viewing at: GTC 04/2017

b. Performing a Commercially Useful Function: In accordance with Government Code section 14837 and Military and Veterans Code section 999, all certified SB/MB or DVBE contractors, subcontractors and suppliers that bid on or participate in a state contract, regardless of whether it is a verbal or written solicitation must perform a Commercially Useful Function (CUF). A certified SB/MB or DVBE is deemed to perform a CUF if the business does all of the following:

Is responsible for the execution of a distinct element of the work of the Contract.

Carries out its obligation by actually performing, managing, or supervising the work involved.

Performs work that is normal for this business services and functions.

Is responsible, with respect to products, inventories, materials, and supplies required for the contract, for negotiating price, determining quality and quantity, ordering, installing, if applicable, and making payment.

Is not further subcontracting a portion of the work that is greater than that expected to be subcontracted by normal industry practices.

c. Payee Data Record, STD. 204

Revenue and Taxation Code section 18646 requires state agencies to file information tax returns (IRS Form 1099) for certain types of payments made to vendors. The successful bidder will be required to complete and submit a Payee Data Record, STD. 204 to the EDD before processing payment for services. Upon completion of the work in a manner satisfactory to the EDD, the EDD agrees to make payments in accordance with the contract provisions.

d. California Taxpayer and Shareholder Protection Act of 2003

This solicitation and any resulting contract are subject to all requirements as set forth in the Public Contract Code section 10286 which includes, but is not limited to, providing written submission of a declaration stating that the supplier is eligible to contract with the State of California pursuant to statutory requirements.

Failure of the supplier to comply with and provide information, when requested by the awarding department within the time indicated, will cause the supplier's bid response to be considered nonresponsive and their bid will be rejected.

e. Registered To Do Business In California

Corporations, Limited Liability Companies (LLCs), and Limited Partnerships (LPs) must be registered with the California Secretary of State to be awarded a contract. The Secretary of State Certificate of Status must be included with the bid. The Secretary of State may be contacted as follows:

California Secretary of State Division of Corporate Filing and Services

1500 Eleventh Street, Third Floor Sacramento, CA 95814-5701

Certification Unit: (916) 657-5251

Required document(s) may also be obtained at the following website:

https://businesssearch.sos.ca.gov/

f. Prohibition of Tax Delinquents from Contracting

The State of California is prohibited from entering into any contracts for the acquisition of goods and services with persons whose name appears on either list of the 500 largest tax delinquencies pursuant to section 7063 or section 19195 of the Revenue and Taxation Code. Reference also to P.C.C. § 10295.4.

Bidder certifies that it is not included on the California Department of Tax and Fee Administration list at: https://www.cdtfa.ca.gov/taxes-and-fees/top500.htm or the Franchise Tax Board list at: https://www.ftb.ca.gov/aboutFTB/Delinquent-Taxpayers.shtml

g. Negotiating State Contracts

This solicitation and any resulting contract shall be subject to all requirements set forth in Public Contract Code section 6611. The Department of General Services may negotiate contracts for goods, services, information technology and telecommunications if it is determined to be in the state's best interest.

h. Loss Leader

It is unlawful for any person engaged in business within this state to sell or use any article or product as a “loss leader” as defined in California Business and Professions Code section 17030.

i. Declaration Forms

All bidders must complete the Bidder Declaration GSPD-05-105 and include it with the bid response.

Bidders who have been certified by California as a Disabled Veteran Business Enterprise Declaration (DVBE) (or who are bidding rental equipment and have obtained the participation of subcontractors certified by California as a DVBE must also submit a completed form(s) STD. 843 (Disabled Veteran Business Enterprise Declaration).

All disabled veteran owners and disabled veteran managers of the DVBE(s) must sign the form(s). The completed form should be included with the bid response. At the State’s option prior to award, bidders may be required to submit additional written clarifying information. Failure to submit the requested written information as specified may be grounds for bid rejection.

j. Insurance Requirement

The Contractor agrees the insurance herein provided for shall be in effect at all times during the term of this Agreement. In the event said insurance coverage expires at any time during the term of this Agreement, the Contractor agrees to provide at least 30 days prior to said expiration date, a new certificate of insurance evidencing insurance coverage as outlined below for not less than the remainder of the term of this Agreement, or for a period of not less than one year. New certificates of insurance are subject to the approval of the Department of General Services, and the Contractor agrees that no work or services shall be performed prior to the giving of such approval. In the event the Contractor fails to keep in effect at all times insurance coverage as herein provided, the EDD may, in addition to any other remedies it may have, terminate this Agreement upon the occurrence of such event. The Contractor shall provide written notice to the EDD within five (5) business days of any cancellation, non-renewal, or material change that affects required insurance coverage.

The Contractor shall display evidence of the following coverage on an ACORD certificate:

k. General Liability Insurance – The Contractor shall furnish to the EDD a certificate of insurance prior to commencement of work stating there is general liability insurance in effect for the Contractor in an occurrence form with limits not less than $1,000,000 per occurrence for bodily injury and property damage combined.

The certificate of insurance must include the following provision stating:

“The State of California, its officers, agents, employees and servants are included as additional insured, but only with respect to work performed for the EDD under this Contract.” The additional insured endorsement must accompany the certificate.

l. Workers' Compensation and Employer’s Liability Insurance - The Contractor shall furnish to the EDD a certificate of insurance evidencing Workers’ Compensation and Employers Liability Insurance presently in effect with limits not less than $1,000,000 by an insurance carrier licensed to write Workers' Compensation insurance in California. Such certificate shall include the name of the carrier and the policy inception and expiration dates. If the Contractor is self-insured for Workers’ Compensation, a certificate must be presented evidencing the Contractor is a qualified self-insurer in the State of California.

m. Automobile Liability Insurance, if applicable - The Contractor shall furnish to the EDD a certificate of insurance evidencing automobile liability insurance presently in effect for the Contractor of not less than $1,000,000 per accident while utilizing a motor vehicle in the performance of this contract. Such insurance shall cover liability arising out of a motor vehicle including owned, hired and non-owned motor vehicles.

n. Environmental Liability Insurance, if applicable – The Contractor and any subcontractors shall furnish to the EDD a certificate of insurance evidencing environmental liability insurance presently in effect for the Contractor of not less than $1,000,000 per occurrence for bodily injury, property damages and costs incurred for clean-up and removal of substances causing pollution conditions. This requirement can also be met by securing one of the following: (1) an endorsement to the Contractor’s general liability insurance overriding the general liability pollution exclusion or; (2) an endorsement evidencing pesticide/herbicide coverage afforded to the Contractor’s general liability policy.

o. Iran Contracting Act Certification, if applicable

Pursuant to the Iran Contracting Act of 2010 (P.C.C. sections 2200 - 2208 are “the Act”), vendors are ineligible to bid on, submit a bid for, enter into, or renew any contract with the State for goods or services of one million dollars ($1,000,000) or more if the vendor engages in investment activities, in Iran, as defined in the Act.

Bidder certifies that it is not on the current list of Entities Prohibited from Contracting with Public Entities in California per the Act found at:

https://www.dgs.ca.gov/PD/Resources/Page-Content/Procurement-DivisionResources- List-Folder/List-of-Ineligible-Businesses

p. California Public Records Act (PRA)

Upon award, all documents and information therein, submitted in response to this IFB become property of the State of California and will be regarded as public records under the Public Records Act, pursuant to Government Code section 6250, et seq.

q. Executive Order N-6-22 – Russia Sanctions

On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals.

“Economic Sanctions” refers to sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine, as well as any sanctions imposed under state law. By submitting a bid or proposal, the Contractor represents that it is not a target of Economic Sanctions. Should the State determine the Contractor is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for rejection of the Contractor’s bid/proposal any time prior to contract execution, or, if determined after contract execution, shall be grounds for termination by the State.

r. GenAI Technology

The State of California seeks to realize the potential benefits of GenAI, through the development and deployment of GenAI tools, while balancing the risks of these new technologies.

Bidder/Offeror/Contractor must notify the State in writing if their solution or service includes, or makes available, any GenAI including, GenAI from third parties or subcontractors.

The State has developed a GenAI Reporting and Factsheet (STD 1000) to be completed by the Bidder/Offeror/Contractor.

Failure to submit the GenAI Reporting and Factsheet (STD 1000) will result in disqualification of the Bidder/Offeror/Contractor.

Failure to report GenAI to the State may void any resulting contract. The State reserves its right to seek any and all relief to which it may be entitled to as a result of such non- disclosure.

Upon receipt of a Bidder/Offeror/Contractor GenAI Reporting and Factsheet (STD 1000), the state reserves the right to incorporate GenAI Special Provisions into the final contract or reject bids/offers that present an unacceptable level of risk to the State.

EXHIBIT A

(Standard Agreement)

SCOPE OF WORK

1. This Agreement is entered into by and between the California Unemployment Insurance Appeals Board, hereinafter referred to as the CUIAB, and TBD., hereinafter referred to as the Contractor, for the purpose of providing "As-Needed" Credit Monitoring and Identity Theft Protection Services for customers of the CUIAB. The services include Notification Services, Call Center Support Services, and Credit and Identity Theft Monitoring Services.

The CUIAB will provide a list of persons and contact information to the Contractor.

The Contractor shall provide:

Credit and Identity Theft Monitoring Services - daily monitoring of three of the three major credit bureaus (Experian, TransUnion, and Equifax). Monitoring must include, but not be limited to, new lines of credit and credit inquiries.

Notification services, using the delivery method (mail, email, or telephone) specified by the CUIAB;

A call center; the call center staff must be able to answer general questions regarding services, eligibility, and enrollment.

2. The Project Representatives during the term of this Agreement will be:

State Agency Contractor

CUIAB

Attn: Sonja Teamer 2400 Venture Oaks Way Sacramento, CA 95833 Phone: (916) 263-3498 Email: Sonja.Teamer@cuiab.ca.gov

3. The Contractor shall be reimbursed in accordance with Exhibit B, Budget Detail and Payment Provisions.

4. Health and Safety Requirements

The Contractor when entering the EDD facility and/or property is expected to be familiar with and abide by all statewide and locally mandated health and safety requirements. Such requirements include, but are not limited to, following the California Department of Public Health’s (CDPH) Guidance for the Use of Face Coverings published on March 3, 2023 (along with any subsequent versions) and remaining compliant with personal protective equipment (PPE) and other safety equipment requirements provided under state and federal occupational safety and health laws.

The EDD also requires that the Contractor follow additional guidelines from the CDPH and public health officials, such as avoiding close contact with others and engaging in hygienic practices while working. The EDD reserves the right to require stricter requirements than are

Page of 2

EXHIBIT A

(Standard Agreement)

SCOPE OF WORK

recommended by local and state public health authorities. Non-compliance by the Contractor, its employees, or any subcontractors may result in the EDD refusing entry onto, or removal from, the EDD property. A breach of these requirements grants the EDD the right to terminate this Agreement.

EXHIBIT B

BUDGET DETAIL AND PAYMENT PROVISIONS

(Standard Agreement)

I. Invoicing and Payment

A. In consideration of satisfactory services performed, the CUIAB agrees to pay the per customer sum of ( S ). The total amount of this Agreement shall not exceed ($ ).

B. The invoices must reference the following:

• The EDD Contract Number M109165-7100

• Identifies services provided, service period, unit price (i.e. hourly, monthly), and quantity applicable to the service

• Accurate billing address as stated on the purchase order or contract

• Supplier invoice date

• Company name and remittance address

The invoice, in triplicate, in arrears shall be forwarded to the address shown below:

California Unemployment Insurance Appeals Board 2400 Venture Oaks Way Sacramento, CA 95833

Attn: Sonja Teamer

II. Budget Contingency Clause

It is mutually understood between the parties that this Agreement may have been written before ascertaining the availability of congressional and legislative 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.

This Agreement is valid and enforceable only if (1) sufficient funds are made available by the State Budget Act of the appropriate State Fiscal Year(s) covered by this Agreement for the purposes of this program; and (2) sufficient funds are made available to the State by the United States Government or by the State of California for the Fiscal Year(s) covered by this Agreement for the purposes of this program. In addition, this Agreement is subject to any additional restrictions, limitations or conditions established by the United States Government and/or the State of California, or any statute enacted by Congress and the Legislature, which may affect the provisions, terms, or funding of the Agreement in any manner.

The parties mutually agree that if Congress and/or the Legislature does not appropriate sufficient funds for the program, this Agreement shall be amended to reflect any reduction in funds.

The EDD has the option to terminate the Agreement under the 30-day termination clause or to amend the Agreement to reflect any reduction of funds.

III. California Prompt Payment Clause

Payment will be made in accordance with and within the time specified in Government Code section 927, et seq.

EXHIBIT D

SPECIAL TERMS AND CONDITIONS

(Standard Agreement)

1. Workforce Innovation and Opportunity Act (WIOA)

The Contractor agrees to conform to nondiscrimination provisions of the Workforce Innovation and Opportunity Act (WIOA) and other federal nondiscrimination requirements as referenced in 29 C.F.R. parts 37 and 38.

2. Termination Clause

This Agreement may be terminated by the EDD by giving written notice 30 days prior to the effective date of such termination.

3. Force Majeure

Neither party shall be liable to the other for any delay in or failure of performance, nor shall any such delay in or failure of performance constitute default, if such delay or failure is caused by “Force Majeure.” As used in this section, “Force Majeure” is defined as follows:

Acts of war and acts of god such as earthquakes, floods and other natural disasters such that performance is impossible.

4. Settlement of Disputes

Any dispute concerning a question of fact arising under the term of this Agreement which is not disposed of within a reasonable period of time (ten days) by the Contractor and the EDD employees normally responsible for the administration of this Contract shall be brought to the attention of the Chief Executive Officer (or designated representative) of each organization for joint resolution.

5. Public Convenience and Interference with Office Operation

The Contractor shall make provisions to accomplish the work of this Agreement without undue interference to the occupants of the building and building operations. Corridors and entrances for use of occupants and reasonable access thereto shall be kept clear of building materials, equipment, refuse, etc. The Contractor shall be required to give the occupants reasonable notice when work is to be done.

Noisy motors, cutting, drilling, and fastening equipment must be operated with minimum disturbance to the occupants of the building or adjacent buildings; however, the EDD will not require overtime for such work unless specifically stated in this Agreement.

6. Use of State Facilities

Water, electric light, power, and toilet facilities at the worksite are available free of charge.

Toilet facilities shall be kept clean at all times and shall comply with requirements and restrictions at the worksite. Interruptions to any service for the purpose of making or breaking a connection shall be made only after consultation with the EDD Representative, and shall be at such time and such duration as may be directed. The Contractor shall make

EXHIBIT D

SPECIAL TERMS AND CONDITIONS

(Standard Agreement) necessary provisions as required to maintain existing services to occupied areas of the building. The Contractor shall provide adequate dust covers, temporary dust barriers, and pads to protect equipment, furnishings, and elevators during dusty operations or where damage could occur. The Contractor shall provide chemically treated walk-off mats, to be changed whenever directed by the EDD Representative.

7. Inspection of Services

All services shall be subject to inspection by the EDD Representative at any and all times during the performance thereof and at the completion of the work. If the EDD Representative determines that the services or materials furnished are not in accordance with the terms and conditions described herein, the EDD Representative may at his/her option have the work performed by others charging the Contractor with any cost occasioned thereby.

8. Liability of Contractor

All work performed under this Agreement shall be at the risk of the Contractor until fully accepted by the EDD Representative. Until final acceptance of the work, the Contractor shall have the charge, care, and sole responsibility of the work, and shall bear the risk of injury or damage to any part thereof by the action of the elements or any cause whether arising from execution or non-execution of the work. The Contractor shall bear all expense to restore damages occasioned by any of the above actions resulting from the injuries or damages sustained or arising from the construction of this work or the consequences thereof. The EDD may retain so much of the money due the Contractor as shall be considered necessary until final disposition has been made of such suits or claims to protect persons and property from injury or damage and shall be responsible for any injury or damage incurred. The EDD assumes no liability for the Contractor's equipment or material.

9. Loading - Unloading

The Contractor may utilize the EDD's designated loading area only long enough to deliver materials and equipment. Vehicles that remain at the designated loading area are subject to being towed away.

10. Faulty Materials and Workmanship

The final payment shall not relieve the Contractor of responsibility for faulty materials or workmanship. Unless otherwise specified, the Contractor shall remedy any defect due thereto, and pay for any damage to the other work resulting there from, which shall appear within a period of one year from the date of acceptance of the work.

11. Acceptance of Work

No payment shall become due until final inspection and acceptance is made by the EDD.

If required, the Contractor shall furnish to the EDD an affidavit showing full payment has been made by the Contractor for all labor and materials required by this Agreement.

EXHIBIT D

SPECIAL TERMS AND CONDITIONS

(Standard Agreement)

12. Guarantees

Unless previously agreed upon a “PER TASK/WORK ORDER” basis or in specific guarantees required elsewhere in this Agreement, the Contractor shall warranty the work in general for one (1) year from the date of acceptance.

13. Correction of Work

Prior to final payment, work that does not comply with the requirements of the Agreement, either specified in writing, or by oral agreement, must be promptly replaced by the Contractor at his/her own expense with work that does comply. In making such replacement, the Contractor shall bear all expenses involved in making good all damages or destruction caused to the work of other contractors.

14. Insurance Requirements

The Contractor agrees the insurance herein provided for shall be in effect at all times during the term of this Agreement. In the event said insurance coverage expires at any time during the term of this Agreement, the Contractor agrees to provide at least 30 days prior to said expiration date, a new certificate of insurance evidencing insurance coverage as outlined below for not less than the remainder of the term of this Agreement, or for a period of not less than one year. New certificates of insurance are subject to the approval of the Department of General Services, and the Contractor agrees that no work or services shall be performed prior to the giving of such approval. In the event the Contractor fails to keep in effect at all times insurance coverage as herein provided, the EDD may, in addition to any other remedies it may have, terminate this Agreement upon the occurrence of such event.

The Contractor shall provide written notice to the EDD within five (5) business days of any cancellation, non-renewal, or material change that affects required insurance coverage.

The Contractor shall display evidence of the following coverage on an ACORD certificate:

A. General Liability Insurance – The Contractor shall furnish to the EDD a certificate of insurance prior to commencement of work stating there is general liability insurance in effect for the Contractor in an occurrence form with limits not less than $1,000,000 per occurrence for bodily injury and property damage combined.

The certificate of insurance must include the following provision stating:

“The State of California, its officers, agents, employees, and servants are included as additional insured, but only with respect to work performed for the EDD under this Contract.” The additional insured endorsement must accompany the certificate.

B. Workers' Compensation and Employers Liability - The Contractor shall furnish to the EDD a certificate of insurance evidencing Workers’ Compensation and Employers Liability Insurance in effect with limits not less than $1,000,000 by an insurance carrier licensed to write Workers' Compensation insurance in California. Such certificate shall include the name of the carrier and the policy inception and expiration dates. If the Contractor is self-insured for Workers Compensation, a certificate must be presented evidencing Contractor is a qualified self-insurer in the State of California.

EXHIBIT D

SPECIAL TERMS AND CONDITIONS

(Standard Agreement)

C. Automobile Liability Insurance - The Contractor shall furnish to the EDD a certificate of insurance evidencing automobile liability insurance presently in effect for the Contractor of not less than $1,000,000 per accident while utilizing a motor vehicle in the performance of this contract. Such insurance shall cover liability arising out of a motor vehicle including owned, hired and non-owned motor vehicles.

15. Executive Order N-6-22 – Russia Sanctions

On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals.

“Economic Sanctions” refers to sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine, as well as any sanctions imposed under state law. The EO directs state agencies to terminate contracts with, and to refrain from entering any new contracts with, individuals or entities that are determined to be a target of Economic Sanctions. Accordingly, should the State determine the Contractor is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for termination of this Agreement. The State shall provide the Contractor advance written notice of such termination, allowing the Contractor at least 30 calendar days to provide a written response. Termination shall be at the sole discretion of the State.

16. GenAI Technology:

The State of California seeks to realize the potential benefits of GenAI, through the development and deployment of GenAI tools, while balancing the risks of these new technologies.

Bidder/Offeror/Contractor must notify the State in writing if their solution or service includes, or makes available, any GenAI including, GenAI from third parties or subcontractors.

The State has developed a GenAI Reporting and Factsheet (STD 1000) to be completed by the Bidder/Offeror/Contractor.

Failure to submit the GenAI Reporting and Factsheet (STD 1000) will result in disqualification of the Bidder/Offeror/Contractor.

Failure to report GenAI to the State may void any resulting contract. The State reserves its right to seek any and all relief to which it may be entitled to as a result of such non-disclosure.

Upon receipt of a Bidder/Offeror/Contractor GenAI Reporting and Factsheet (STD 1000), the state reserves the right to incorporate GenAI Special Provisions into the final contract or reject bids/offers that present an unacceptable level of risk

EXHIBIT E

(Standard Agreement)

Confidentiality Requirements (Rev 07-2024)

PROTECTION OF CONFIDENTIALITY

Federal and state confidentiality laws, regulations, and administrative policies classify all the Employment Development Department (EDD) information provided under this Agreement as confidential. The federal and state laws prohibit disclosure of the EDD’s confidential information to the public and mandate its protection against loss and against unauthorized access, use, disclosure, modification, or destruction.

The EDD Data Recipient must therefore, agree to the following security and confidentiality requirements:

I. ADMINISTRATIVE SAFEGUARDS

a. Adopt policies and procedures to ensure use of the EDD’s confidential information solely for purposes specifically authorized under this Agreement that meet the requirements of section §603.10, Title 20 of the Code of Federal Regulations.

b. Warrant by execution of this Agreement, that no person or selling agency has been employed or retained to solicit or secure this Agreement upon agreement or understanding for a commission, percentage, brokerage, or contingent fee. In the event of a breach or violation of this warranty, the EDD shall have the right to annul this Agreement without liability, in addition to other remedies provided by law.

c. Warrant and certify that in the performance of this Agreement, the EDD Data Recipient will comply with all applicable statutes, rules and/or regulations, and Agreement information security requirements, including but not limited to the following:

California Unemployment Insurance Code §1094 (Disclosure Prohibitions) California Unemployment Insurance Code §§ 2111 and 2122

Title 20, Code of Federal Regulations §603.9 and §603.10 (Federal Unemployment Compensation Safeguards and Security Requirements)

California Civil Code §1798, et seq. (Information Practices Act) California Penal Code §502 (Computer Fraud Act) Title 5, U.S. Code §552a (Federal Privacy Act Disclosure Restrictions)

Title 42, U.S. Code §503 (Social Security Act) Title 18, U.S. Code §1905 (Disclosure of Confidential Information) California (Records)

d. Pursuant to section 5305.8 of the State Administrate Manual, the EDD Data Recipient shall be responsible for all costs incurred by the EDD due to security incident resulting from the EDD Data Recipient's failure to perform or negligent acts of its personnel, and resulting in an unauthorized disclosure, release, access, review, or destruction, or loss, theft, or misuse of an information asset. If the EDD Data Recipient experiences a loss or breach of data, the EDD Data Recipient shall immediately report the loss or breach to the EDD. If the EDD determines that notice to the individuals whose data has been lost or breached is appropriate, the EDD Data Recipient will bear any, and all costs associated with the notice, or any mitigation selected by the EDD. These costs include, but are not limited to, staff time, material costs, postage, media announcements, and other identifiable costs associated with the breach or loss of data.

e. Protect the EDD’s information against unauthorized access, at all times, in all forms of media. Access and use the information obtained under this Agreement only to the extent necessary to assist in the valid administrative needs of the program receiving such information, and only for the purposes defined in this Agreement.

EXHIBIT E

(Standard Agreement)

Confidentiality Requirements (Rev 07-2024)

f. Keep all the EDD’s confidential information completely confidential. Make this information available to authorized personnel on a "need-to-know" basis, and only for the purposes authorized under this Agreement. “Need-to-know” refers to those authorized personnel who need information to perform their official duties in connection with the use of the information authorized by this Agreement.

g. Immediately upon discovery, notify the EDD Cybersecurity Division at InformationSecurityOffice@edd.ca.gov, that there may have been a breach in security which has or may have resulted in the disclosure of confidential information. For purposes of this section, immediately is defined within 24 hours of discovery of the breach.

The notification must include a detailed description of the incident (such as time, date, location, and circumstances) and identify the EDD Data Recipient personnel responsible (name, title and contact information) for handling breach disclosures. Please do not include any confidential information in the notification.

h. The EDD shall maintain the right to participate in the investigation of a security incident involving its data or conduct its own independent investigation. The EDD Data Recipient shall cooperate fully in such investigations.

II. MANAGEMENT SAFEGUARDS

a. Acknowledge that the confidential information obtained by the EDD Data Recipient under this Agreement remains the property of the EDD.

b. Instruct all personnel assigned to work with the information provided under this Agreement regarding the following:

Confidential nature of the EDD information.

Requirements of this Agreement.

Sanctions specified in federal and state unemployment compensation laws and any other relevant statutes against unauthorized disclosure of confidential information provided by the EDD.

c. Require that all personnel assigned to work with the information provided by the EDD complete the EDD Vendor/Contractor Confidentiality Statement (Attachment E-1).

d. Permit the EDD to make on-site inspections to ensure that the terms of this Agreement are being met.

Make available to the EDD staff, on request and during on-site reviews, copies of the EDD Vendor/Contractor Confidentiality Statement (Attachment E-1) completed by personnel assigned to work with the EDD’s confidential information, and hereby made a part of this Agreement.

e. Maintain a system of records sufficient to allow an audit of compliance with the requirements under subsection (e) of this part. Permit the EDD to make on-site inspections to ensure that the requirements of federal and state privacy, confidentiality and unemployment compensation statutes and regulations are being met including but not limited to §1137(a)(5)(B) of the Social Security Act.

III. USAGE, DUPLICATION, AND REDISCLOSURE SAFEGUARDS

a. Use the EDD’s confidential information only for purposes specifically authorized under this Agreement.

The information is not admissible as evidence in any action or special proceeding except as provided under section 1094(b) of the UIC. Section §1095(u) of the UIC does not authorize the use of the EDD’s confidential information by any private collection agency.

b. Extraction or use of the EDD information for any purpose outside the purposes stated in this Agreement is strictly prohibited. The information obtained under this Agreement shall not be reproduced, published, sold, or released in original or any other form not specifically authorized under this Agreement.

EXHIBIT E

(Standard Agreement)

Confidentiality Requirements (Rev 07-2024)

c. Disclosure of any of the EDD information to any person or entity not specifically authorized in this Agreement is strictly prohibited. Personnel assigned to work with the EDD’s confidential information shall not reveal or divulge to any person or entity any of the confidential information provided under this Agreement except as authorized or required by law. The EDD Data Recipient shall immediately notify and work cooperatively with the EDD to respond timely and correctly to public records act requests that it receives related to information obtained under this Agreement. Access to public records is governed by the California Public Records Act, Government Code §7920-7931.

IV. PHYSICAL SAFEGUARDS

a. Take precautions to ensure that only authorized…