26-10385_Exhibits.pdf

STD 213

Sample Agreement

STANDARD AGREEMENT (STD 213)

STD 213

Sample Agreement

STANDARD AGREEMENT (STD 213)(continued)

EXHIBIT A Contractor TBD Scope of Work 26-10385

EXHIBIT A – Scope of Work

1. Service Overview

Contractor agrees to provide the California Department of Public Health (CDPH) with the services described herein. Contractor shall provide all required labor, equipment, transportation and materials (including drums, packing materials and labels) necessary to package, label, transport, and properly dispose of or recycle the Department's hazardous waste. Contractor also agrees to perform an initial clean-up at the beginning of the contract. Contractor agrees to provide immediate local response to a hazardous waste emergency whenever it is deemed necessary by the CDPH Project

Representative.

Hazardous waste is defined as any substance or material that:

A. Is regulated due to listing or identification as defined in 40 Code of Federal Regulations

(CFR), Part 261, Subparts A, B, C, and D, or meets the definition of a waste as defined in

Section 66261.2, Title 22, and Title 26 California Code of Regulations (CCR).

B. Is not excluded from classification as a waste or hazardous waste under:

1) Health and Safety Code Sections 25143.2(b) and 25143.2(d).

2) Title 22 Section 66261.4.

C. Meets any of the criteria listed in:

1) Section 66261.3, Title 22, CCR.

Sources include hazardous waste generated as a result of routine maintenance and daily operations at CDPH’s laboratories, laboratory operations (i.e. including lead- or asbestos-containing samples from testing labs), any hazardous waste generated as a result of emergency response clean-up and corrective action orders issued by the appropriate regulatory agency, operations or activities that generate any retrograde materials, and waste materials containing asbestos in a form or of a type subject to hazardous waste management and disposal laws.

2. Service Location

The services shall be performed at 850 Marina Bay Parkway, Richmond, California.

3. Service Hours

The services shall be provided during the hours of 8:00 a.m. to 5:00 p.m., Monday through

Friday, excluding official state holidays. Emergency response services shall be available 24 hours-a-day, 7 days-a-week.

4. Project Representatives

A. The project representatives during the term of this agreement will be:

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

TBD

[Enter Name of Contractor’s Contact] 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 Fax: (XXX) XXX-XXXX E-mail: Xxxxxxxx@cdph.ca.gov

TBD

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 Fax: (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” : [Enter name, if applicable] Address City, Zip Phone Fax Email

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 and, if necessary, STD 205 Payee Data

Supplement, which must match the invoice address in order to avoid payment delays.

5. Services to be Performed

Contractor shall perform the following services:

A. Upon request from the CDPH Project Representative or designee, the Contractor shall pick up hazardous waste at the Richmond facility three (3) times per fiscal year with the option of a fourth (4) pick up, if necessary. The Contractor shall check in at the Main

Building F Security Desk and contact the CDPH Project Representative prior to the beginning of work.

B. Hazardous waste shall be profiled, segregated, packed, and labeled in accordance with the United States (U.S.) Department of Transportation (DOT), U.S. Environmental Protection

Agency (EPA), and California Department of Toxic Substances Control (DTSC) regulations.

Each container must be properly identified with respect to its chemical contents and other notations required by law by clearly marking the information on each container.

C. Extremely hazardous waste must be packed separately in containers. Materials that may be chemically incompatible at ambient temperatures or other conditions, such as moisture or pressure buildup, must be packed appropriately.

D. The contractor shall appropriately package, label, transport, load, unload, and dispose of reactive materials as required.

E. The contractor must arrange for hazardous waste to be properly packed, labeled, and transported to a Treatment, Storage, and Disposal Facility (TSDF) or sent to a recycling facility within forty-five (45) days of the date a hazardous waste log is provided to contractor for profiling and waste transport/disposal planning.

F. The contractor shall replace containers that are picked up by the Contractor for disposal prior to leaving the facility with like containers (e.g., size, material, etc.) if requested, except for those containers which are previously identified in the hazardous waste log as not required for replacement.

G. The contractor shall properly deliver hazardous waste to a treatment or disposal facility in compliance with federal and State of California EPA regulations. Offsite movement of materials must conform to regulations of U.S. DOT, U.S, Department of Energy (DOE), federal and state EPA, as applicate, etc.

H. The contractor agrees to provide support and consultation services in classifying and handling existing and new types of waste encountered by CDPH. These services will be provided as part of the routine services, and the vendor shall not charge additional fees for these tasks. This assistance includes, but is not limited to:

1) Providing technical consultation and recommendations, risk assessments (including onsite evaluations, when necessary), communication, and interfacing with appropriate governing authorities.

2) Providing information on how to classify new waste streams.

3) Identifying and communicating to CDPH the relevant regulations and guidelines applicable to the waste.

4) Providing CDPH Project Representative with new and improved storage, packing, and labeling methodologies, as they become available.

5) Providing written summaries of the above support and consultation services, as per

Section M, of this exhibit, below.

I. The contractor will provide comprehensive written documentation pertaining to all risk assessments, evaluations, and guidance provided to the CDPH Project Representative.

This documentation must include detailed descriptions of the methodologies used, findings from the assessments, evaluations of potential risks and their impacts, and recommendations for mitigating identified risks. Additionally, the contractor must ensure that all documentation is clear, concise, and submitted in a timely manner, adhering to the specified deadlines outlined by the Project Representative.

J. All activities associated with the proper management, disposal, and recycling of the

Department's hazardous waste must adhere to all applicable federal and state laws and regulations.

1) California Hazardous Waste Control Law.

2) California Health and Safety Code Sections 25100-25250.

3) Applicable regulations contained in the most recent versions of Title 22, CCR, including the 2024 California Generator Improvements Rule.

4) Federal Resource Conservation and Recovery Act of 1976, United States Code, Title

42, Sections 6901-6987.

5) Associated amendments, including the Hazardous and Solid Waste Amendments of

1984.

6) Comprehensive Environmental Response, Compensation, and Liability Act of 1980.

7) Superfund Amendments and Reauthorization Act of 1986.

8) Appropriate regulations contained in the most recent version of Title 40, Code of

Federal Regulations.

K. Prior to the commencement of routine hazardous waste removal services, the contractor shall conduct an initial clean-up of CDPH’s hazardous waste storage facilities. This process involves thoroughly assessing and removing any existing hazardous materials to ensure the area is safe and compliant with federal and state environmental regulations. The clean-up shall include, but is not limited to:

1) Assessing the current state of the storage facilities and identifying areas that require cleaning and reorganization.

2) Removing any accumulated hazardous waste and ensuring that all waste is appropriately packaged, labeled, and documented in accordance with applicable regulations.

3) Cleaning the storage areas to ensure they are free from spills, leaks, or any hazardous residues.

4) Cleaning up the dirt and dried waste build-up from the flooring under the grates.

5) Inspecting and ensuring that all storage containers are in good condition and meet regulatory requirements.

6) Providing CDPH with a detailed report of the initial clean-up activities, including any recommendations for improvements or necessary repairs to the storage facilities.

7) The contractor shall coordinate with the CDPH Project Manager and the CDPH

Project Representative to schedule the initial clean-up activities and ensure minimal disruption to ongoing operations at the facility.

8) The initial clean-up must be completed within ninety (90) days of the contract start date.

L. The contractor must provide immediate local response to a hazardous waste emergency at any time an emergency response is deemed necessary by the CDPH Project

Representative, or designee. In most cases, immediate response will be required within twenty-four (24) hours. Otherwise, emergency response/clean-up shall be completed as required by the governing authority (City, County, State or Federal Agency). Emergency response shall include all materials, equipment, labor, and transportation necessary for clean-up, removal, and disposal of the hazardous waste. Emergency response services may include the following:

1) Professional service for consultations and recommendations, risk assessment, and interfacing with the appropriate governing authorities.

2) Technical services for sampling, testing, analysis, labeling, containment, transportation, and disposal

3) Examples of spills that could occur on the Richmond Campus in laboratories or plant operations include:

a) Mercury thermometer breaks.

b) Leaks in the aboveground petroleum storage tank (max vol 3525 gal).

9) A natural disaster (i.e. earthquake, flood, fire, etc.) where containers in the chemical hazardous waste central accumulation area or laboratories may break and release their contents. NOTE: As a Small Quantity Generator (SQG), CDPH would have a maximum of 6000 kg (6000 L or 13,228 lbs.) of chemical hazardous waste onsite at any one time. Additionally, the campus non-waste chemical content is estimated to be

<15,000 kg, some of which may require being cleaned up as waste material following a natural disaster.

M. Emergency clean up services shall include all labor, tools, equipment, service vehicle, transportation, and all other charges, except for the hazardous waste material disposal, that shall be charged at the rates listed in Exhibit B, Attachment I, Budget Cost

Worksheet.

N. Overtime may NOT be charged for any reason.

O. If financial, administrative, or public proceedings on the subject matter addressed within this contract occur, the Contractor shall make competent experts available to testify on the subject matter of this contract at the hourly rate specified in Exhibit B, Attachment I, Budget Cost Worksheet.

6. Unanticipated Tasks

If unexpected but necessary work arises, the State and Contractor can agree in writing to add it, as long as the sum of these tasks do not exceed 10% of the total contract amount over the duration of the contract. The Contractor must await written approval detailing the scope, deliverables, timeline, and costs before commencing services. All original contract terms will apply.

The State reserves the right to decide whether it is in the State’s best interest to proceed. Any added costs must be agreed upon in writing. The Contractor will not be paid for any unapproved work.

7. Contractor Responsibilities

A. Prime contractor must possess the following:

1) Active CSLB license with a Hazardous Substances Removal Certification

2) Active hazardous waste transporter registration with the California Department of Toxic Substances Control

8. Personnel Requirements and Necessary Training/Certifications

A. Contractors, both prime and subcontractor, must ensure their staff have the following training and certifications, if applicable:

1) California Hazardous Waste Management Course

2) Hazmat Ground Shipper Certification (DOT) Course

3) Entry-Level Driver Training (ELDT) for hazardous materials

4) OSHA/CalOSHA HAZWOPER Operations Level (Level II)

5) OSHA/CalOSHA HAZWOPER Hazmat Technician (Level III)

6) A valid California Commercial Driver’s License with a hazmat endorsement

EXHIBIT B Contractor TBD Budget Details and Payment Provisions 26-10385

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 Worksheet specified in Attachment B-1, of this Exhibit.

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

To Be Determined 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 at 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 927.7

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 G).

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

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 Contractor TBD Cost Worksheet 26-10385

EXHIBIT B-1 – COST WORKSHEET

EXHIBIT C Contractor TBD General Terms and Conditions 25-10296

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.*** https://www.dgs.ca.gov/-/media/Divisions/OLS/Resources/GTC-Updates/GTC-225-February-2025.pdf https://www.dgs.ca.gov/-/media/Divisions/OLS/Resources/GTC-Updates/GTC-225-February-2025.pdf

EXHIBIT D Contractor TBD Special Terms and Conditions 26-10385

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, grievance and/or appeal correspondence shall be directed to the CDPH Program Contract Manager.

D. There are organizational differences within CDPH’s funding programs and the management levels identified in this dispute resolution provision may not apply in every contractual situation. When a grievance is received and organizational differences exist, the Contractor shall be notified in writing by the CDPH Program Contract Manager of the level, name, and/or title of the appropriate management official that is responsible for issuing a decision at a given level.

5. Excise Tax

The State of California is exempt from federal excise taxes, and no payment will be made for any taxes levied on employees' wages. The State will pay for any applicable State of California or local sales or use taxes on the services rendered or equipment or parts supplied pursuant to this Agreement. California may pay any applicable sales and use tax imposed by another state

6. Force Majeure

Neither the Contractor nor the State 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 paragraph, “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.

7. Executive Order N-6-22 - Economic 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 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 Contractor advance written notice of such termination, allowing Contractor at least 30 calendar days to provide a written response. Termination shall be at the sole discretion of the State.

Prior to awarding and executing contracts, the State shall conduct its due diligence to determine if the proposed awardee is a named individual or entity on federal and any state Economic Sanctions lists. If the proposed awardee is listed, the State shall refrain from entering into the Contract. Resources for locating names of sanctioned individuals and entities are available on the DGS Office of Legal Services’ webpage: Ukraine-Russia (ca.gov).

If this Agreement is valued at $5 million or more, upon execution the State will send a separate notification outlining additional requirements specified under the EO. Compliance with this Economic Sanctions imposed in response to Russia’s actions in Ukraine is required, including with respect to, but not limited to, the federal executive orders identified in the EO and the sanctions identified on the U.S. Department of the Treasury website (https://home.treasury.gov/policy-issues/financial-sanctions/sanctionsprograms-and-country-information/ukraine-russia-related-sanctions). Failure to comply may result in the termination of this Agreement.

https://www.dgs.ca.gov/OLS/Ukraine-Russia https://home.treasury.gov/policy-issues/financial-sanctions/sanctionsprograms-and-country-information/ukraine-russia-related-sanctions https://home.treasury.gov/policy-issues/financial-sanctions/sanctionsprograms-and-country-information/ukraine-russia-related-sanctions https://home.treasury.gov/policy-issues/financial-sanctions/sanctionsprograms-and-country-information/ukraine-russia-related-sanctions

EXHIBIT E Contractor TBD Additional Provisions 26-10385

EXHIBIT E – ADDITIONAL PROVISIONS

1. Use of Disabled Veteran Business Enterprises (DVBE)

A. The State Legislature has declared that a fair portion of the total purchases and contracts or subcontracts for property and services for the State be placed with disabled veteran business enterprises.

B. All DVBE participation attachments, however labeled, completed as a condition of bidding, contracting, or amending a subject agreement, are incorporated herein and made a part of this agreement by this reference.

C. Contractor agrees to use the proposed DVBEs, as identified in previously submitted DVBE participation attachments, unless the Contractor submits a written request for substitution of a like or alternate subcontractor. All requests for substitution must be approved by CDPH, in writing, prior to using a substituted subcontractor.

D. Requests for substitution must be approved by the program funding this agreement and must include:

1) A written explanation of the reason for the substitution.

2) A written description of the business enterprise that will be substituted, including its DVBE certification status.

3) If applicable, the reason a non-DVBE subcontractor is proposed for use.

4) A written description of the work to be performed by the substituted subcontractor and an identification of the percentage share/dollar amount of the overall contract that the substituted subcontractor will perform.

E.If requested by CDPH, Contractor agrees to provide verification, in a form agreed to by CDPH, that DVBE subcontractor participation under this agreement is in compliance with the goals specified at the time of contract award or in an applicable amendment.

2. Insurance Requirements

Contractor shall comply with the following insurance requirements:

A. General Provisions Applying to All Policies

1) Coverage Term – Coverage needs to be in force for the complete term of the Agreement. If insurance expires during the term of the Agreement, a new certificate and required endorsements must be received by the State at least ten

(10) days prior to the expiration of this insurance. Any new insurance must comply with the original Agreement terms.

2) Policy Cancellation or Termination and Notice of Non-Renewal – Contractor shall provide to the CDPH within five (5) business days following receipt by Contractor a copy of any cancellation or non-renewal of insurance required by this Contract. In the event Contractor fails to keep in effect at all times the specified insurance coverage, the CDPH may, in addition to any other remedies it may have, terminate this Contract upon the occurrence of such event, subject to the provisions of this Contract.

3) Premiums, Assessments and Deductibles – Contractor is responsible for any premiums, policy assessments, deductibles…