25-10243_Exhibits.pdf

STD 213

Sample Agreement

STANDARD AGREEMENT (STD 213)

STD 213

Sample Agreement

STANDARD AGREEMENT (STD 213)(continued)

EXHIBIT A

Statement of Work RFP # 25-10243

Exhibit A Scope of Work

1. Service Overview

Contractor agrees to provide to the California Department of Public Health (CDPH) services described herein.

Awardee, herein referred to as “Contractor”, will work closely with the CDPH Office of Infectious Disease Preparedness and Response (OIDPR) to launch California’s new Syndromic Surveillance Program (CalSyS), which will provide CDPH and local health departments (LHDs) with timely access to critical comprehensive emergency department data, information, and analytical tools to increase state and local situational awareness; enhance preparedness and response efforts; and inform the program design, implementation, and evaluation of public health initiatives. Contractor will work with CDPH to provide specialized services related to program management, communications, organizational structure and development, strategic planning, program evaluation, business operations, research data analytics, and reporting quality control and validation.

2. Service Location

The Contractor shall perform services identified herein and attend meetings remotely, unless otherwise requested from CDPH.

The Contractor may, on rare occasion, be required to work or attend meetings in the following CDPH office locations:

• 1615 Capitol Avenue, Sacramento, CA 95814

• 1616 Capitol Avenue, Sacramento, CA 95814

• 850 Marina Parkway, Richmond, CA 94804

For project-related activities or meetings not occurring onsite at the CDPH offices, the Contractor must make staff available for meetings with CDPH and provide the ability to interact with state staff via secured virtual tools including but not limited to MS Teams, Zoom, etc. No tasks shall be performed offshore unless identified by the Contractor and without prior written approval of the state.

3. Service Hours The services shall be provided Monday through Friday, from 8:00 a.m. to 5:00 p.m., excluding State of California official holidays. Exceptions may occur, if Contractor and the State agree that services are required outside regular working hours for specific activities. Overtime salary is not permissible for the duration of this agreement without prior written approval of the State.

4. Agreement Term

The term shall be for three (3) years, from January 2, 2026, or upon DGS final approval whichever is later, to June 30, 2028. The agreement term may change if CDPH makes an award earlier than expected or if CDPH cannot execute the agreement in a timely manner due to unforeseen delays.

CDPH reserves the right to extend this agreement for two (2) one (1) year extensions at the option of the State. Extensions will be made by an amendment. Contract extensions are subject to satisfactory performance, funding availability, and possibly approval by DGS.

5. Project Representatives

A. The project representatives during the term of this agreement will be: [CDPH Contract Manager must be a State employee]

California Department of Public Health [Enter Name of CDPH Contract Manager] Telephone: (XXX) XXX-XXXX Fax: (XXX) XXX-XXXX E-mail: Xxxxxxxx@cdph.ca.gov

[Enter Contractor Name] [Enter Name of Contractor’s Contract Manager] Telephone: (XXX) XXX-XXXX Fax: (XXX) XXX-XXXX E-mail: Xxxxxxxx@xxxxxxxx

B. Direct all inquiries to:

California Department of Public Health Section or Unit Name Attention: [Enter name, if applicable] Mail Station Code XXXX Street address, room/suite number P.O. Box Number e.g., 997413 City, CA, Zip Code e.g., 95899-7413

Telephone: (XXX) XXX-XXXX

E-mail: Xxxxxxxx@cdph.ca.gov

[Enter Contractor Name] Section or Unit Name (if applicable) Attention: [Enter name, if applicable] Street address & room number, if applicable P.O. Box Number (if applicable) City, State, Zip Code

Telephone: (XXX) XXX-XXXX

E-mail: Xxxxxxxx@xxxxxxxx

C. All payments from CDPH to the Contractor; shall be sent to the following address:

Remittance Address

Contractor:

Attention “Cashier”:

Address:

Telephone: (XXX) XXX-XXXX E-mail: XXXXX@XXXXX

D. Either party may make changes to the information above by giving written notice to the other party. Said changes shall not require an amendment to this agreement; however, if the remittance address has changed, the Contractor will be required to submit a completed STD 204 Payee Data Record form. The STD 205 Payee Data Supplement must match the invoice address in order to avoid payment delays.

6. Progress Reports or Meetings

A. Contractor shall submit progress reports or attend meetings with state personnel at intervals determined by CDPH to determine if the Contractor is on the right track, whether the project is on schedule, provide communication of interim findings, and afford occasions for airing difficulties or special problems encountered so that remedies can be developed quickly.

B. At the conclusion of this agreement and if applicable, Contractor shall hold a final meeting at which Contractor shall present any findings, conclusions, and recommendations. If required by this agreement, Contractor shall submit a comprehensive final report, designating recommended next steps for the program.

7. Services to be Performed

Contractor shall work under the supervision of the CDPH Project Representative and/or CDPH Management. Contractor shall provide a team with the ability to flexibly deliver across the range of services below on designated tasks that are authorized by CDPH. Any of these services may be applied in any combination to best meet CDPH’s business objectives. CDPH shall direct the contractor as to which CDPH, Center for Infectious Diseases (CID) or other CDPH Centers and Offices, California Health and Human Services Agency (CalHHSA), local health jurisdiction partners, hospitals, local or statewide associations, or contractors they shall collaborate with to provide services. All services provided by contractor must abide by workplans and budgets approved by CDPH Management and designated Project Representative(s). Services will include the following:

A. Management and Coordination of Program Strategic Planning and Project Launch

Category/

Task # Category & Task End-Product Deliverables

Task 1.1 Program development, strategic planning, and implementation

Core program meetings planned and coordinated with the CalSyS team, facilitated with prepared agendas, summary notes taken, and action items identified: CalSyS

1.1.1 Facilitate strategic planning efforts among CalSyS

staff, LHDs, and CDPH programs to develop aligned program plans and charters.

1.1.2 Develop roadmaps and timelines to direct priority

activities for program launch and ensure these are in alignment with state legislation, regulations, and other directives and requirements.

1.1.3 Provide high-level oversight for programmatic

activities, ensuring alignment with organizational goals and priorities.

1.1.4 Coordinate and contribute to the creation of

Standard Operating Procedures (SOPs) for core programmatic implementation efforts.

Team Meetings;

CalSyS-OIDPR Meetings; CalSyS- CID Leadership Meetings

CalSyS Team Charter drafted

New CalSyS team member onboarding materials and protocols develo ped

Program evaluation plan developed with defined program objectives and implementation protocols in place

5-year strategic plan, program roadmap, timelines, and key indicator metrics develope d and refined annually

1.1.5 Ensure efficient organization, governance, and

management of program launch and implementation efforts.

1.1.6 Establish cross-team customer service protocols

and communication processes.

1.1.7 Partner with CalSyS staff to ensure external

communications, websites, and workgroups are sufficiently supported.

Task 1.2 Program Evaluation

1.2.1 Facilitate a collaborative process to develop

program evaluation plans, goals, objectives, metrics, and accountability processes.

1.2.2 Evaluate program progress against key

performance indicators and recommend adjustments to meet strategic objectives.

Task 1.3 New Program Team Establishment

1.3.1 Support the development of program staffing

structures and the delineation of duties and responsibilities.

1.3.2 Support the development of new team member

onboarding processes and supportive materials.

1.3.3 Support the development of standard processes

for team meetings and communications.

1.3.4 Mentor junior staff, fostering the development of

technical and leadership capabilities within the team.

Task 1.4 Strategic Leadership in Hospital and LHD Onboarding

1.4.1 Lead strategic planning and coordination for

hospital and local health department (LHD) onboarding to the CA-adopted syndromic surveillance (SyS) system (e.g., the CDC NSSP BioSense platform or state-developed equivalent).

1.4.2 Ensure alignment of onboarding activities with

program objectives, focusing on long-term sustainability and integration into public health initiatives.

Task 1.5 Stakeholder Engagement and Strategic Communication

1.5.1 Develop and implement communication

strategies to engage key stakeholders across state and local public health entities.

1.5.2 Guide outreach and engagement efforts to

foster collaboration and alignment on public health informatics goals.

1.5.3 Serve as a primary contact for external partners

to facilitate smooth communication and promote shared objectives.

B. Budget Development and Tracking

Task 2.1 Budget Planning and Development CalSyS Program

Budget and Tracking/Monitoring Process and Protocols developed including quarterly reporting process

CalSyS Program Budget 5-year plan

2.1.1 Collate all related SyS budgetary inputs, apply

budgetary analyses as needed, and determine programmatic spending amounts available over time.

2.1.2 Develop and establish budget planning

protocols; and documentation, sharing, and coordination procedures.

2.1.3 Support OIDPR and CalSyS leadership in

developing a CalSyS program budget spend plan for the next 3-5 years.

Task 2.2 Budget Tracking and Monitoring

2.2.1 Create routine budgetary analyses and

timelines.

2.2.2 In collaboration with OIDPR and CalSyS fiscal and

program management, identify budget tracking and monitoring needs and develop standard protocols, systems, templates, documentation, sharing, and coordination procedures.

2.2.3 Support initial budget tracking and monitoring

efforts and transition to CalSyS program and OIDPR fiscal management by end of contract, including provision of any needed training.

C. Research Data Quality and Process Optimization

Task 3.1 Research Data Quality and Surveillance Support CalSyS data system user access protocols and tracking process developed, tested, improved, and in place

3.1.1 Plan, organize, and implement CalSyS research

data monitoring and quality improvement projects.

3.1.2 Develop and refine epidemiology-based, data-

informed methodologies to support SyS implementation.

Task 3.2 Inbox Support and Programmatic Technical Assistance (TA)

CalSyS data system research data use training materials developed , tested, improved, and in place

95% of all California general acute community hospitals with emergency departments onboarded to the CA-adopted SyS system (e.g., BioSense or state-developed equivalent) with final data validation and quality checks complete

3.2.1 Address inquiries from CDPH programs, facilities

(e.g., hospitals), and local health jurisdictions (LHJs) related to onboarding to the CA-adopted state SyS system (e.g., BioSense or state-developed equivalent) and research data issues, including troubleshooting report validation concerns, providing research data query and mining support, and responding to user access requests.

3.2.2 Provide timely and professional customer service.

Task 3.3 Onboarding and Report Quality Monitoring

3.3.1 Create onboarding packets, including training

materials, checklists, and job aids, to streamline the facility onboarding process.

3.3.2 Support the onboarding of facilities by analyzing

the quality of reporting and providing report validation results and guidance.

3.3.3 Monitor and review reporting quality dashboards

to ensure compliance with validity, timeliness, and completeness standards.

3.3.4 Develop, maintain, and automate an internal

Syndromic Insights Tracker Dashboard to track onboarding to the CA-adopted SyS system (e.g., BioSense or state-developed equivalent) and SyS research data generalizability

Task 3.4 Documentation and Interoperability Support

3.4.1 Lead the development of policies, procedures, and best practices for reporting quality control and facility integration strategies.

3.4.2 Draft guidance documents and standard

operating procedures (SOPs) for analytics and research data processes.

3.4.3 Oversee reporting validation activities, troubleshoot support, and develop comprehensive onboarding documentation.

Task 3.5 Reporting Quality and Process Optimization

3.5.1 Strategically oversee facility reporting quality

assurance and control efforts, focusing on process improvement initiatives to enhance reliability and effectiveness.

3.5.2 Lead high-level evaluations of onboarding quality

control processes, identifying opportunities to advance integration and reporting capabilities.

Task 3.6 Research Data Quality and Surveillance Support

3.6.1 Plan, organize, and implement CalSyS research

data monitoring and quality improvement projects.

3.6.2 Develop and refine epidemiology-based, research data-informed methodologies to support SyS implementation.

3.6.3 Perform statistical investigation for use in the

resolution of multiple program related issues;

gather, develop, implement, and monitor systems and procedures to assemble and structure necessary data; validate the accuracy of structured and unstructured data being reported;

recognize improvement opportunities; ensure compliance with performance metrics, and support change in state programs or systems;

provide consultative advice or support interpreting existing reports and data models to various governmental entities and agencies.

Task 3.7 Liaison Between Informatics and Public Health Surveillance Branches

3.7.1 Act as a key liaison between the Informatics

Branch and the OIDPR’s CalSyS Program.

3.7.2 Facilitate the development of standardized

procedures for obtaining and integrating research data from the CA-adopted SyS system (e.g., BioSense or state-developed equivalent) platform.

3.7.3 Align cross-branch efforts to enhance SyS

research data accessibility, usability, and interoperability in support of public health outcomes.

Task 3.8 User Access and Training Provision

3.8.1 Develop standardized research data user access

policies as well as procedures for customizing user access within these parameters.

3.8.2 Provision SyS research data access for LHD, hospital, CDPH programs, and other users to the CalSyS data system.

3.8.3 Track and monitor CDC BioSense user access.

3.8.4 Create packets, including training materials, checklists, and job aids, to support users in accessing research data on the CDC BioSense platform

3.8.5 Develop educational materials and conduct

training on research data quality metrics and visualization tools.

Task 3.9 Data Exploration and Report Generation

3.9.1 Provide technical assistance to CalSyS data

system end users in research data exploration, querying, and creation of customized canned data sets and reports, defining and creating new data models and visualizations to ensure information needs are met

3.9.2 Utilize the National Syndromic Surveillance

Program (NSSP) network and resources to identify syndromic data sets and use cases to replicate for CA users

Task 3.10 Epidemiologic Analytic Software Proficiency

3.10.1 Utilize statistical methodologies and business

intelligence software applications or epidemiological analytic end-user software such as SQL, R, Python, SAS, Tableau, and Power BI for research data analyses, data quality review, and visualizations.

3.10.2 Leverage findings from research data analyses to

recommend improvements and solutions to management.

D. Strategic Planning for Data Informatics and Surveillance Programs

Task 4.1 Implement a broad SyS expansion needs assessment

Final Data

Interoperability Feasibility Plan, report, and summary slide deck developed

4.1.1 Drive requirements gathering and high-level

strategic planning for public health informatics and surveillance initiatives.

4.1.2 Gather information from other public health

entities (e.g., CDPH programs, LHDs, other states) to identify SyS use cases and needs, sources of information, and data system infrastructure needs, and explore the CalSyS program’s future expansion potential and needs.

4.1.3 Liaison with CDPH’s Informatics Branch to

understand CDPH enterprise systems’ capacities and their potential to meet CalSyS future needs.

Task 4.2 Submit a final SyS interoperability feasibility plan and report

4.2.1 Develop deliverables, including

recommendations and strategic roadmaps, to enhance the effectiveness of surveillance programs.

4.2.2 Identify and address barriers to achieving long-

term information integration and analytics goals.

4.2.3 Draft a final SyS interoperability feasibility plan

and report that outlines the CalSyS program’s future expansion potential and needs

4.2.4 Develop summary slides and present findings

from final report to CalSyS, OIDPR, CID and other CDPH leadership as directed by CDPH

A. Staffing Requirements:

Rates for the following list of positions must be incorporated into the Contractors price proposal:

Consultant Staff Classifications

Classification Description/Equivalent State Classification Public Health Project Manager/Coordinator

Health Program Specialist I or II:

https://www.calhr.ca.gov/state-hr-professionals/pages/8337.aspx

Data Consultant Research Data Specialist I or II:

https://www.calhr.ca.gov/state-hr-professionals/pages/5729.aspx

Data Consultant Research Data Specialist I or II:

https://www.calhr.ca.gov/state-hr-professionals/pages/5729.aspx

Data Consultant Research Data Specialist II:

https://www.calhr.ca.gov/state-hr-professionals/pages/5729.aspx

Budget Consultant Staff Services Manager II:

https://www.calhr.ca.gov/state-hr-professionals/pages/4800.aspx

Emphasis on budget planning and develop, fiscal tracking and analytics, management analysis, planning, and program evaluation.

*estimated 2% time

Senior Consultant Staff Services Manager III :

https://www.calhr.ca.gov/state-hr-professionals/pages/4800.aspx

Specialized in strategic planning. Ability to manage a major complex program; creatively utilize a variety of management, quality improvement, strategic planning, and business strategy building techniques to resolve complex issues, streamline services, transform operations, improve efficiencies, and develop a future vision, program roadmap, and process improvement recommendations.

*estimated 1%-time

Project Support Analyst Associate Governmental Program Analyst:

https://www.calhr.ca.gov/state-hr-professionals/Pages/5393.aspx

*estimated 25%-time for up to 2 years

Senior Consultant Research Data Specialist III :

https://www.calhr.ca.gov/state-hr-professionals/pages/5729.aspx

Specialized in data system informatics and interoperability

*estimated 50%-time for 1.5 years

EXHIBIT B

Budget Details and Payment Provisions RFP # 25-10243

EXHIBIT B – BUDGET DETAILS AND PAYMENT PROVISIONS

1. Invoicing and Payment

A. In no event shall the Contractor request reimbursement from the State for obligations entered into or for costs incurred prior to the commencement date or after the expiration of this Agreement.

B. For services satisfactorily rendered, and upon receipt and approval of the invoices, the State agrees to compensate the Contractor for actual expenditures incurred in accordance with the Cost Proposal specified in Attachment 6, of this Exhibit.

C. Invoices shall include the Agreement Number and shall be submitted in triplicate not more frequently than monthly in arrears to:

[Name of a program person who will receive invoices] California Department of Public Health [Enter Program name] [Enter MS Code unless it does not apply] [Enter street address, room/suite number or P.O. Box number] [Enter City, CA and Zip Code or P.O. Box Zip Code (if applicable)

The State, at its discretion, may designate an alternate invoice submission address. A change in the invoice address shall be accomplished via a written notice to the Contractor by the State and shall not require an amendment to this agreement.

D. Invoice shall:

1) Be prepared on Contractor letterhead. If invoices are not on produced letterhead invoices must be signed by an authorized official, employee or agent certifying that the expenditures claimed represent activities performed and are in accordance with Exhibit A.

2) Invoices must be submitted to CDPH either electronically or in hard copies.

3) Identify the billing and/or performance period covered by the invoice.

4) Itemize costs for the billing period in the same or greater level of detail as indicated in this agreement. Subject to the terms of this agreement, reimbursement may only be sought for those costs and/or cost categories expressly identified as allowable in this agreement and approved by CDPH.

2. Budget Contingency Clause

A. 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, the State 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.

B. If funding for any fiscal year is reduced or deleted by the Budget Act for purposes of this program, the State 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.

3. 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.

4. Timely Submission of Final Invoice

A. A final undisputed invoice shall be submitted for payment no more than thirty (30) calendar days following the expiration or termination date of this agreement, unless a later or alternate deadline is agreed to in writing by the program contract manager. Said invoice should be clearly marked “Final Invoice”, indicating that all payment obligations of the State under this agreement have ceased and that no further payments are due or outstanding. The State may, at its discretion, choose not to honor any delinquent final invoice if the Contractor fails to obtain prior written State approval of an alternate final invoice submission deadline.

B. The Contractor is hereby advised of its obligation to submit to the state, with the final invoice, a completed copy of the “Contractor’s Release (Exhibit H)”.

5. Expense Allowability / Fiscal Documentation

A. Invoices, received from the Contractor and accepted for payment by the State, shall not be deemed evidence of allowable agreement costs.

B. Contractor shall maintain for review and audit and supply to CDPH upon request, adequate documentation of all expenses claimed pursuant to this agreement to permit a determination of expense allowability.

C. If the allowability of an expense cannot be determined by the State because invoice detail, fiscal records, or backup documentation is nonexistent or inadequate according to generally accepted accounting principles or practices, all questionable costs may be disallowed and payment may be withheld by the State. Upon receipt of adequate documentation supporting a disallowed or questionable expense, reimbursement may resume for the amount substantiated and deemed allowable.

6. Recovery of Overpayments

A. Contractor agrees that claims based upon the terms of this agreement or an audit finding and/or an audit finding that is appealed and upheld, will be recovered by the State by one of the following options:

1) Contractor’s remittance to the State of the full amount of the audit exception within 30 days following the State’s request for repayment;

2) A repayment schedule agreeable between the State and the Contractor.

B. The State reserves the right to select which option as indicated above in paragraph A will be employed and the Contractor will be notified by the State in writing of the claim procedure to be utilized.

C. Interest on the unpaid balance of the audit finding or debt will accrue at a rate equal to the monthly average of the rate received on investments in the Pooled Money Investment Fund commencing on the date that an audit or examination finding is mailed to the Contractor, beginning 30 days after Contractor’s receipt of the State’s demand for repayment.

D. If the Contractor has filed a valid appeal regarding the report of audit findings, recovery of the overpayments will be deferred until a final administrative decision on the appeal has been reached. If the Contractor loses the final administrative appeal, Contractor shall repay, to the State, the over-claimed or disallowed expenses, plus accrued interest. Interest accrues from the Contractor’s first receipt of State’s notice requesting reimbursement of questioned audit costs or disallowed expenses.

7. Travel and Per Diem Reimbursement

No travel shall be permitted under this agreement.

8. Prime Contractor DVBE Certification Optional Provision (This provision is required when the Prime Contract has identified a DVBE subcontractor or supplier will be utilized during the term of the agreement)

Pursuant to the Military and Veterans Code section 999.7 all state departments must withhold $10,000, or full final payment if it values less than $10,000.00, from a prime contractor’s final payment until CDPH receives a fully completed and accurate STD 817 Prime Contractor's Certification - DVBE Subcontractor Report.

Contracts entered into on or after January 1, 2021, ten thousand dollars ($10,000) from the final payment, or the full final payment if less than ten thousand dollars ($10,000), until a prime contractor complies with the certification requirements of subdivision (d) of Section 999.5. A prime contractor that fails to comply with the certification requirement shall, after notice, be allowed to cure the defect. Notwithstanding any other law, if, after at least 15 calendar days but not more than 30 calendar days from the date of notice, the prime contractor refuses to comply with the certification requirements, the awarding department shall permanently deduct ten thousand dollars ($10,000) from the final payment, or the full payment if less than ten thousand dollars ($10,000). For contracts awarded for use by multiple state agencies, the Department of General Services may prescribe additional or alternative mechanisms for enforcing the certification requirement

Upon completion of an awarded contract for which a commitment to achieve a disabled veteran business enterprise goal was made, an awarding department shall require the prime contractor that entered into a subcontract with a disabled veteran business enterprise to certify to the awarding department all of the following:

A. The total amount the prime contractor received under the contract.

B. The name and address of the disabled veteran business enterprise that participated in the performance of the contract and the contract number.

C. The amount and percentage of work the prime contractor committed to provide to one or more disabled veteran business enterprises under the requirements of the contract and the amount each disabled veteran business enterprise received from the prime contractor.

D. That all payments under the contract have been made to the disabled veteran business enterprise. Upon request by the awarding department, the prime contractor shall provide proof of payment for the work.

EXHIBIT B-1

COST PROPOSAL RFP # 25-10243

EXHIBIT B-1 - COST PROPOSAL

SERVICE

FISCAL

YEAR 1

12/15/25- 06/30/26

FISCAL

YEAR 2

07/01/26- 06/30/27

FISCAL

YEAR 3

07/01/27- 06/30/28

Goal 1 – Management and Coordination of Program Strategic Planning and Project Launch

Goal 2 – Budget Development and Tracking

Goal 3 –Research Data Quality and Process Optimization

Goal 4 – Strategic Planning for Data Informatics and Surveillance Programs

$ $ $ TOTAL

PROPOSAL

COST

TOTAL YEARLY COSTS

1. CDPH has allocated $3,000,000.00 for this contract. Any proposals exceeding this amount will be deemed nonresponsive and will not be considered for award. See the Solicitation for Request for Proposal (RFP) 25-10243 for more details.

2. The Contractor understands that the hourly rates must be fully loaded, including but not limited to, operating expenses, labor, equipment costs, supplies, overhead, annual inflation costs/rate adjustments, profit margin, taxes, shipping, etc.

3. This agreement is deliverables-based, as specified in Section H of the Solicitation for RFP 25-10243 and State Contracting Manual Volume 1, Section 7.30.

4. Failure to sign this Cost Worksheet may lead to a Proposal being deemed “non-responsive.”

Name Title of Authorized Representative

Signature

EXHIBIT C

General Terms and Conditions RFP # 25-10243

EXHIBIT C – GENERAL TERMS AND CONDITIONS (GTC 02/2025)

***General Terms and Conditions can be viewed at https://www.dgs.ca.gov/- /media/Divisions/OLS/Resources/GTC-Updates/GTC-225-February-2025.pdf.***

EXHIBIT D

Special Terms and Conditions RFP # 25-10243

EXHIBIT D – SPECIAL TERMS AND CONDITIONS

1. Cancellation

A. This agreement may be cancelled by CDPH without cause upon 30 calendar days advance written notice to the Contractor.

B. CDPH reserves the right to cancel or terminate this agreement immediately for cause. The Contractor may submit a written request to terminate this agreement only if CDPH substantially fails to perform its responsibilities as provided herein.

C. The term “for cause” shall mean that the Contractor fails to meet the terms, conditions, and/or responsibilities of this agreement.

D. Agreement cancellation or termination shall be effective as of the date indicated in CDPH’s notification to the Contractor. The notice shall stipulate any final performance, invoicing or payment requirements.

E. Upon receipt of a notice of cancellation or termination, the Contractor shall take immediate steps to stop performance and to cancel or reduce subsequent agreement costs.

F. In the event of early cancellation or termination, the Contractor shall be entitled to compensation for services performed satisfactorily under this agreement and expenses incurred up to the date of cancellation and any non-cancelable obligations incurred in support of this agreement.

2. Intellectual Property Rights

A. Ownership

1) Except where CDPH has agreed in a signed writing to accept a license, CDPH shall be and remain, without additional compensation, the sole owner of any and all rights, title and interest in all Intellectual Property, from the moment of creation, whether or not jointly conceived, that are made, conceived, derived from, or reduced to practice by Contractor or CDPH and which result directly or indirectly from this Agreement.

2) For the purposes of this Agreement, Intellectual Property means recognized protectable rights and interest such as: patents, (whether or not issued) copyrights, trademarks, service marks, applications for any of the foregoing, inventions, trade secrets, trade dress, logos, insignia, color combinations, slogans, moral rights, right of publicity, author’s rights, contract and licensing rights, works, mask works, industrial design rights, rights of priority, know how, design flows, methodologies, devices, business processes, developments, innovations, good will and all other legal rights protecting intangible proprietary information as may exist now and/or here after come into existence, and all renewals and extensions, regardless of whether those rights arise under the laws of the United States, or any other state, country or jurisdiction.

3) For the purposes of the definition of Intellectual Property, “works” means all literary works, writings and printed matter including the medium by which they are recorded or reproduced, photographs, art work, pictorial and graphic representations and works of a similar nature, film, motion pictures, digital images, animation cells, and other audiovisual works including positives and negatives thereof, sound recordings, tapes, educational materials, interactive videos and any other materials or products created, produced, conceptualized and fixed in a tangible medium of expression. It includes preliminary and final products and any materials and information developed for the purposes of producing those final products. Works does not include articles submitted to peer review or reference journals or independent research projects.

4) In the performance of this Agreement, Contractor will exercise and utilize certain of its Intellectual Property in existence prior to the effective date of this Agreement. In addition, under this Agreement, Contractor may access and utilize certain of CDPH’s Intellectual Property in existence prior to the effective date of this Agreement. Except as otherwise set forth herein, Contractor shall not use any of CDPH’s Intellectual Property now existing or hereafter existing for any purposes without the prior written permission of CDPH. Except as otherwise set forth herein, neither the Contractor nor CDPH shall give any ownership interest in or rights to its Intellectual Property to the other Party. If during the term of this Agreement, Contractor accesses any third-party Intellectual Property that is licensed to CDPH, Contractor agrees to abide by all license and confidentiality restrictions applicable to CDPH in the third-party’s license agreement.

5) Contractor agrees to cooperate with CDPH in establishing or maintaining CDPH’s exclusive rights in the Intellectual Property, and in assuring CDPH’s sole rights against third parties with respect to the Intellectual Property. If the Contractor enters into any agreements or subcontracts with other parties in order to perform this Agreement, Contractor shall require the terms of the Agreement(s) to include all Intellectual Property provisions. Such terms must include, but are not limited to, the subcontractor assigning and agreeing to assign to CDPH all rights, title and interest in Intellectual Property made, conceived, derived from, or reduced to practice by the subcontractor, Contractor or CDPH and which result directly or indirectly from this Agreement or any subcontract.

6) Contractor further agrees to assist and cooperate with CDPH in all reasonable respects, and execute all documents and, subject to reasonable availability, give testimony and take all further acts reasonably necessary to acquire, transfer, maintain, and enforce CDPH’s Intellectual Property rights and interests.

B. Retained Rights / License Rights

1) Except for Intellectual Property made, conceived, derived from, or reduced to practice by Contractor or CDPH and which result directly or indirectly from this Agreement, Contractor shall retain title to all of its Intellectual Property to the extent such Intellectual Property is in existence prior to the effective date of this Agreement. Contractor hereby grants to CDPH, without additional compensation, a permanent, non-exclusive, royalty free, paid-up, worldwide, irrevocable, perpetual, non-terminable license to use, reproduce, manufacture, sell, offer to sell, import, export, modify, publicly and privately display/perform, distribute, and dispose Contractor’s Intellectual Property with the right to sublicense through multiple layers, for any purpose whatsoever, to the extent it is incorporated in the Intellectual Property resulting from this Agreement, unless Contractor assigns all rights, title and interest in the Intellectual Property as set forth herein.

2) Nothing in this provision shall restrict, limit, or otherwise prevent Contractor from using any ideas, concepts, know-how, methodology or techniques related to its performance under this Agreement, provided that Contractor’s use does not infringe the patent, copyright, trademark rights, license or other Intellectual Property rights of CDPH or third party, or result in a breach or default of any provisions of this Exhibit or result in a breach of any provisions of law relating to confidentiality.

C. Copyright

1) Contractor agrees that for purposes of copyright law, all works [as defined in Section a, subparagraph (2)(a)] of authorship made by or on behalf of Contractor in connection with Contractor’s performance of this Agreement shall be deemed “works made for hire”. Contractor further agrees that the work of each person utilized by Contractor in connection with the performance of this Agreement will be a “work made for hire,” whether that person is an employee of Contractor or that person has entered into an agreement with Contractor to perform the work. Contractor shall enter into a written agreement with any such person that: (i) all work performed for Contractor shall be deemed a “work made for hire” under the Copyright Act and (ii) that person shall assign all right, title, and interest to CDPH to any work product made, conceived, derived from, or reduced to practice by Contractor or CDPH and which result directly or indirectly from this Agreement.

2) All materials, including, but not limited to, visual works or text, reproduced or distributed pursuant to this Agreement that include Intellectual Property made, conceived, derived from, or reduced to practice by Contractor or CDPH and which result directly or indirectly from this Agreement, shall include CDPH’s notice of copyright, which shall read in 3mm or larger typeface: “© [Enter Current Year e.g., 2007, etc.], California Department of Public Health. This material may not be reproduced or disseminated without prior written permission from the California Department of Public Health.” This notice should be placed prominently on the materials and set apart from other matter on the page where it appears. Audio productions shall contain a similar audio notice of copyright.

D. Patent Rights

With respect to inventions made by Contractor in the performance of this Agreement, which did not result from research and development specifically included in the Agreement’s Scope of Work, Contractor hereby grants to CDPH a license as described under Paragraph b of this provision for devices or material incorporating or made through the use of such inventions. If such inventions result from research and development work specifically included within the Agreement’s Scope of Work, then Contractor agrees to assign to CDPH, without additional compensation, all its right, title and interest in and to such inventions and to assist CDPH in securing United States and foreign patents with respect thereto.

E. Third-Party Intellectual Property

Except as provided herein, Contractor agrees that its performance of this Agreement shall not be dependent upon or include any Intellectual Property of Contractor or third party without first: (i) obtaining CDPH’s prior written approval; and (ii) granting to or obtaining for CDPH, without additional compensation, a license, as described in Paragraph b of this provision, for any of Contractor’s or third-party’s Intellectual Property in existence prior to the effective date of this Agreement. If such a license upon these terms is unattainable, and CDPH determines that the Intellectual Property should be included in or is required for Contractor’s performance of this Agreement, Contractor shall obtain a license under terms acceptable to CDPH.

F. Warranties

1) Contractor represents and warrants that:

a. It is free to enter into and fully perform this Agreement.

b. It has secured and will secure all rights and licenses necessary for its performance of this Agreement.

c. Neither Contractor’s performance of this Agreement, nor the exercise by either Party of the rights granted in this Agreement, nor any use, reproduction, manufacture, sale, offer to sell, import, export, modification, public and private display/performance, distribution, and disposition of the Intellectual Property made, conceived, derived from, or reduced to practice by Contractor or CDPH and which result directly or indirectly from this Agreement will infringe upon or violate any Intellectual Property right, non-disclosure obligation, or other proprietary right or interest of any third-party or entity now existing under the laws of, or hereafter existing or issued by, any state, the United States, or any foreign country. There is currently no actual or threatened claim by any such third party based on an alleged violation of any such right by Contractor.

d. Neither Contractor’s performance nor any part of its performance will violate the right of privacy of or constitute a libel or slander against any person or entity.

e. It has secured and will secure all rights and licenses necessary for Intellectual Property including, but not limited to, consents, waivers or releases from all authors of music or performances used, and talent (radio, television and motion picture talent), owners of any interest in and to real estate, sites, locations, property or props that may be used or shown.

f. It has not granted and shall not grant to any person or entity any right that would or might derogate, encumber, or interfere with any of the rights granted to CDPH in this Agreement.

g. 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.

h. It has no knowledge of any outstanding claims, licenses or other charges, liens, or encumbrances of any kind or nature whatsoever that could affect in any way Contractor’s performance of this Agreement.

2) CDPH MAKES NO WARRANTY THAT THE INTELLECTUAL PROPERTY RESULTING FROM THIS

AGREEMENT DOES NOT INFRINGE UPON ANY PATENT, TRADEMARK, COPYRIGHT OR THE

LIKE, NOW EXISTING OR SUBSEQUENTLY ISSUED.

G. Intellectual Property Indemnity

1) Contractor shall indemnify, defend and hold harmless CDPH and its licensees and assignees, and its officers, directors, employees, agents, representatives, successors, and users of its products, (“Indemnitees”) from and against all claims, actions, damages, losses, liabilities (or actions or proceedings with respect to any thereof), whether or not rightful, arising from any and all actions or claims by any third party or expenses related thereto (including, but not limited to, all legal expenses, court costs, and attorney’s fees incurred in investigating, preparing, serving as a witness in, or defending against, any such claim, action, or proceeding, commenced or threatened) to which any of the Indemnitees may be subject, whether or not Contractor is a party to any pending or threatened litigation, which arise out of or are related to (i) the incorrectness or breach of any of the representations, warranties, covenants or agreements of Contractor pertaining to Intellectual Property; or (ii) any Intellectual Property infringement, or any other type of actual or alleged infringement claim, arising out of CDPH’s use, reproduction, manufacture, sale, offer to sell, distribution, import, export, modification, public and private performance/display, license, and disposition of the Intellectual Property made, conceived, derived from, or reduced to practice by Contractor or CDPH and which result directly or indirectly from this Agreement. This indemnity obligation shall apply irrespective of whether the infringement claim is based on a patent, trademark or copyright registration that issued after the effective date of this Agreement. CDPH reserves the right to participate in and/or control, at Contractor’s expense, any such infringement action brought against CDPH.

2) Should any Intellectual Property licensed by the Contractor to CDPH under this Agreement become the subject of an Intellectual Property infringement claim, Contractor will exercise its authority reasonably and in good faith to preserve CDPH’s right to use the licensed Intellectual Property in accordance with this Agreement at no expense to CDPH. CDPH shall have the right to monitor and appear through its own counsel (at Contractor’s expense) in any such claim or action. In the defense or settlement of the claim, Contractor may obtain the right for CDPH to continue using the licensed Intellectual Property; or, replace or modify the licensed Intellectual Property so that the replaced or modified Intellectual Property becomes non-infringing provided that such replacement or modification is functionally equivalent to the original licensed Intellectual Property. If such remedies are not reasonably available, CDPH shall be entitled to a refund of all monies paid under this Agreement, without restriction or limitation of any other rights and remedies available at law or in equity.

3) Contractor agrees that damages alone would be inadequate to compensate CDPH for breach of any term of this Intellectual Property Exhibit by Contractor. Contractor acknowledges CDPH would suffer irreparable harm in the event of such breach and agrees CDPH shall be entitled to obtain equitable relief, including without limitation an injunction, from a court of competent jurisdiction, without restriction or limitation of any other rights and remedies available at law or in equity.

H. Federal Funding

In any agreement funded in whole or in part by the federal government, CDPH may acquire and maintain the Intellectual Property rights, title, and ownership, which results directly or indirectly from the Agreement; except as provided in 37 Code of Federal Regulations part 401.14; however, the federal government shall have a non-exclusive, nontransferable, irrevocable, paid-up license throughout the world to use, duplicate, or dispose of such Intellectual Property throughout the world in any manner for governmental purposes and to have and permit others to do so.

I. Survival

The provisions set forth herein shall survive any termination or expiration of this Agreement or any project schedule.

3. Confidentiality of Information

A. The Contractor and its employees, agents, or subcontractors shall protect from unauthorized disclosure names and other identifying information concerning persons either receiving services pursuant to this Agreement or persons whose names or identifying information become available or are disclosed to the Contractor, its employees, agents, or subcontractors as a result of services performed under this Agreement, except for statistical information not identifying any such person.

B. The Contractor and its employees, agents, or subcontractors shall not use such identifying information for any purpose other than carrying out the Contractor's obligations under this Agreement.

C. The Contractor and its employees, agents, or subcontractors shall promptly transmit to the CDPH Program Contract Manager all requests for disclosure of such identifying information not emanating from the client or person.

D. The Contractor shall not disclose, except as otherwise specifically permitted by this Agreement or authorized by the client, any such identifying information to anyone other than CDPH without prior written authorization from the CDPH Program Contract Manager, except if disclosure is required by State or Federal law.

E. For purposes of this provision, identity shall include, but not be limited to name, identifying number, symbol, or other identifying particular assigned to the individual, such as finger or voice print or a photograph.

F. As deemed applicable by CDPH, this provision may be supplemented by additional terms and conditions covering personal health information (PHI) or personal, sensitive, and/or confidential information (PSCI). Said terms and conditions will be outlined in one or more exhibits that will either be attached to this Agreement or incorporated into this Agreement by reference.

4. Dispute Resolution Process

A Contractor grievance exists whenever there is a dispute arising from CDPH’s action in the administration of an agreement. If there is a dispute or grievance between the Contractor and CDPH, the Contractor must seek resolution using the procedure outlined below.

A. The Contractor should first informally discuss the problem with the CDPH Program Contract Manager. If the problem cannot be resolved informally, the Contractor shall direct its grievance together with any evidence, in writing, to the program Branch Chief. The grievance shall state the issues in dispute, the legal authority or other basis for the Contractor's position and the remedy sought. The Branch Chief shall render a decision within ten (10) working days after receipt of the written grievance from the Contractor. The Branch Chief shall respond in writing to the Contractor indicating the decision and reasons therefore. If the Contractor disagrees with the Branch Chief’s decision, the Contractor may appeal to the second level.

B. When appealing to the second level the Contractor must prepare an appeal indicating the reasons for disagreement with the Branch Chief’s decision. The Contractor shall include with the appeal a copy of the Contractor's original statement of dispute along with any supporting evidence and a copy of the Branch Chief’s decision. The appeal shall be addressed to the Deputy Director of the division in which the branch is organized within ten

(10) working days from receipt of the Branch Chief’s decision. The Deputy Director of the division in which the branch is organized or his/her designee shall meet with the Contractor to review the issues raised. A written decision signed by the Deputy Director of the division in which the branch is organized or his/her designee shall be directed to the Contractor within twenty (20) working days of receipt of the Contractor's second level appeal. The decision rendered by the Deputy Director or his/her designee shall be the final administrative determination of the Department.

C. Unless otherwise stipulated in writing by CDPH, all dispute,…