California Department of Aging Contractor Name Contract Number: CT-2627-XX Standard Agreement, STD213

Revision 9/2025

ATTACHMENT 18 –

SAMPLE AGREEMENT

Exhibit A, Scope of Work

EXHIBIT A

SCOPE OF WORK

1. CONTRACTED PARTIES

Contractor Name, hereafter referred to as “the Contractor,” agrees to create and deliver Older American’s Act Area Agency on Aging designation process mapping, risk analysis mapping, and contract development services, as defined in Section 6 of this Exhibit, to the California Department of Aging (CDA) pursuant to the terms and conditions of this contract, hereinafter referred to as the “Agreement.”

2. SERVICE LOCATIONS

The services to be performed by the Contractor under this Agreement shall take place either on-site, at the designated meeting location, or remotely, as appropriate and subject to prior approval by CDA. The specific service locations, whether in-person or virtual, shall be coordinated in advance by the designated project coordinators from CDA and the Contractor.

3. SERVICE PERIOD

The Contractor shall provide services on an as needed basis, Monday through Friday, during normal business hours of 8:00 a.m. to 5:00 p.m., Pacific Time, excluding recognized California state holidays. Specific service dates and times will be scheduled in coordination with CDA based on program needs. The service Agreement shall be July 1, 2026, through June 30, 2027, unless otherwise extended or modified by amendment pursuant to Section 11 of this Exhibit.

4. PROJECT COORDINATORS

A. The project coordinators during the term of this Agreement shall be:

California Department of Aging Contractor Name Section/Unit: Division of Administrative

Services

Attention:

Title:

Address: 2880 Gateway Oaks Drive

Suite 200 Sacramento, CA 95833

Phone:

Email:

B. Direct all Agreement inquiries to:

California Department of Aging Contractor Name Section/Unit: Division of Administrative

Services

Attention:

Title:

Address: 2880 Gateway Oaks Drive

Suite 200 Sacramento, CA 95833

Phone:

Email:

Either party may make changes to the contact names or information above by giving written notice to the other party. Said changes shall not require an amendment to this Agreement.

5. SUMMARY OF WORK TO BE PERFORMED

A. The Contractor shall create analysis and process mapping for California’s Area Agencies on Aging. Analysis and process mapping should be pursuant to:

1) the requirements of the Older Americans Act, Senate Bill 1249, and

2) information and research gathered through CA2030 planning and engagement efforts.

B. The contractor shall develop a comprehensive risk assessment tool. This should analyze existing monitoring tools along with emerging requirements. This new tool should combine these three aspects:

1) fiscal monitoring,

2) program monitoring, and

3) auditing requirements and reports.

C. The contractor shall conduct a gap analysis review to identify duplication and potential gaps. Focus should be made on duplication and gaps caused by designation changes.

D. The Contractor shall develop contract templates for use by Area Agencies on Aging for their subcontractors. These templates shall help CDA implement the provisions of Senate Bill 1249. Services noted in the templates should include the following:

1) structured virtual and in-person meeting sessions,

2) practical tools, and

3) measurement activities.

6. CONTRACTOR RESPONSIBILITIES

A. Definitions

1) Area Agencies on Aging – A public or nonprofit agency designated by the SUA to address the needs and concerns of adults over the age of 60 and their caregivers.

2) Business Day – Monday through Friday from 8:00AM to 5:00PM PST, excluding State of California holidays

3) CA2030 – An effort initiated and led by CDA to proactively prepare California’s Aging Network to serve a larger, older, and more diverse population of older adults. Focus areas include:

a) funding sources and capacities,

b) geography and demographics,

c) governance,

d) branding and communication,

e) programs and services, and

f) performance measures.

4) Deliverables – written materials such as slide decks, facilitation guides, job aids, mapping tools, measurement metrics and summaries, and other work products developed by the Contractor under this Agreement.

5) Older Americans Act – Federal regulations and requirements that govern the Area Agencies on Aging and CDA as the State Unit on Aging (SUA).

6) Program Plan – written plan approved by CDA that specifies the designation pathway, risk mapping, and contract template approach, schedule, and measurement methods for the service period.

7) Senate Bill 1249 – The bill focuses on enhancing the delivery of services to older adults and their caregivers by establishing performance and accountability measures, defining core programs, and aligning funding formulas with equity.

B. Project Plan

1) The Contractor shall conduct one (1) kickoff meeting with select members from CDA within ten (10) Business Days of the Effective Date of the Agreement, unless otherwise agreed in writing by CDA.

2) The Contractor shall develop a draft Project Plan within fifteen (15) Business Days after the kickoff meeting and submit to contract manager electronically.

3) The Contractor shall revise the draft Project Plan based on CDA feedback and shall submit a final Program Plan for CDA approval within ten (10) Business Days after receipt of CDA feedback.

4) The Contractor shall not begin delivery of the designation pathway, risk mapping, or contract template creation until CDA approves the final Project Plan in writing.

C. Sustainment Service Delivery

The Contractor shall design and deliver an Area Agency on Aging designation process, risk matrix, and contract template. These should reinforce, inform on, and uphold the Older Americans Act, Senate Bill 1249, and CA2030. At minimum, the program shall include all of the following components, as further specified in the Program Plan:

1) Area Agency on Aging Designation Process Mapping

The Contractor shall provide a defined mechanism for developing and implementing a designation process mapping tool. This tool shall include the roles and requirements of the SUA when providing a county with the right of first refusal to designate a new Area Agency on Aging or Planning and Service Area, pursuant to Senate Bill 1249. It will define clear milestones and requirements that must be adhered to in a sequential order when reviewing a potential Area Agency on Aging designation. The tool will incorporate the following:

a) uniform tools, including an application process

b) designation criteria,

c) a timeline of all required activities, including departmental review and local appeals,

d) a denial process,

e) regulatory recommendations including updates and prospective challenges,

f) monitoring and auditing mapping overlay for consistency, and

g) risk assessment and ongoing monitoring.

2) Area Agency on Aging Risk Analysis and Assessment Matrix

The Contractor shall provide a defined mechanism for developing and implementing a risk tool. The risk tool will use data collected from all monitoring and audit reports to determine the strength of the Area Agency on Aging. This risk tool shall cumulatively assess Older Americans Act for a comprehensive risk evaluation regarding the following:

a) fiscal monitoring,

b) program monitoring,

c) new designation requirements, and

d) audit outcomes.

The evaluation shall define risk levels. The risk analysis and assessment matrix will reinforce Area Agency on Aging designations to determine if criteria for designation continues to be met and upheld.

3) Contract Template Development

The Contractor shall develop a standardized, easy to use contract template for use by Area Agencies on Aging with their subcontractors.

a) The template will capture all relevant and required contracting requirements while identifying where local rules, requirements, and expectations need to be considered.

b) The template shall be subject to the review and approval by CDA before distribution to the Area Agency on Aging’s.

c) Both parties agree that multiple drafts may be required before a final draft is decided upon.

4) Practical Tools for Application

The Contractor shall develop and provide practical tools that:

a) support the department in conducting Area Agency on Aging designations,

b) assist with analyzing and assessing cumulative Area Agency on Aging risk, and

c) implement new contract templates for administrative ease,

d) shall include written materials such as Gantt charts, work plans, project mapping guides, templates, checklists, or similar resources. All tools will adhere to The Americans with Disability Act of 1990 (ADA) requirements.

e) These tools shall be subject to review by CDA before implementation.

f) CDA reserves the right to reject and request replacement tool design.

g) If CDA rejects a proposed template, the contractor agrees to revise and resubmit their tool template design for review.

h) Both parties agree that multiple drafts may be required before a final draft is decided upon.

D. Program Plan Requirements

The Contractor shall include, at minimum, the following in the Program Plan:

1) A description of the three-prong approach and how it supports and aligns with the Older Americans Act, Senate Bill 1249, and CA2030.

2) A proposed schedule that identifies milestones, durations of each phase of work, and delivery method for each program component.

3) The roles and responsibilities of Contractor staff and CDA participants.

4) A description of how the Contractor will adjust content or delivery based on CDA feedback and observed needs.

5) A list of all Deliverables to be produced, including format and timing.

E. Participation and Project Management

1) The Contractor shall track and assign key deliverables to the department in support of the work. The Contractor is responsible for providing recommendations, tools, and timelines for departmental participation.

2) The Contractor shall provide CDA with status reports in aggregated form on a monthly basis unless otherwise requested by CDA.

F. Minimum Service Levels and Responsiveness

The Contractor shall propose measurement methods in the Program Plan that support CDA’s need to assess outcomes, milestones, and perceive usefulness of process mapping and template efforts.

G. Compliance with Laws

1) The Contractor and its subcontractors shall procure and keep in full force and effect during the term of this Agreement all permits, registrations and licenses necessary to accomplish the work specified in this Agreement and shall give all notices required by law that are necessary for the lawful commencement and performance of the work under this Agreement.

2) The Contractor shall provide proof of any such license(s), permit(s), and certificate(s) upon request by CDA. The requested documents shall be provided to CDA within seven business days of the request.

3) The Contractor agrees that failure by itself or its subcontractors to provide evidence of licensing, permits, or certifications, in whole or in part, shall constitute a material breach for which CDA may terminate this Agreement with cause.

4) Unless otherwise specified, all notices shall be provided in writing and delivered to CDA’s Contract Manager at least fourteen (14) calendar days in advance of the relevant action or deadline, unless a shorter period is required by law.

5) Notices may be delivered by e-mail with confirmation of receipt, by certified mail, or hand delivery.

A. The Contractor shall bear all costs and expenses necessary to perform the contracted services and shall invest sufficient time, effort, personnel, and resources to ensure timely and satisfactory performance. All such expenses shall be incurred at the Contractor’s own risk and shall not be reimbursed unless CDA has provided prior written authorization for specific reimbursable expenses.

B. The Contractor shall promptly notify CDA in writing of any actual or potential event, condition, or circumstance that may delay, impair, or otherwise affect the timely performance of any part of the work required under this Agreement. This includes, but is not limited to, delays caused by labor disputes, supply chain disruptions, equipment failures, unavailability of personnel, or force majeure events.

C. The Contractor shall be responsible for mitigating or resolving the delay. CDA’s acceptance of a late notice or failure to act upon notice of delay shall not be construed as a waiver of rights under this Agreement or as an acceptance of the delay.

1) All notices of delay shall be:

a) Provided in writing to CDA.

b) Delivered immediately upon the Contractor becoming aware of the delay or potential delay and in no case later than two (2) business days after such awareness; and

c) Submitted to CDA’s Contract Manager by e-mail with confirmation of receipt or by other written means expressly permitted in this Agreement.

2) The notice shall include the following details:

a) A clear description of the nature and cause of the delay;

b) The specific tasks or deliverable impacted; an assessment of the anticipated duration of the delay;

c) The proposed plan for mitigating or resolving the delay; and

d) Any assistance or direction requested from CDA, if applicable.

3) Upon receipt of a delay notice, CDA may:

a) Request additional information;

b) Approve or reject the Contractor’s proposed mitigation plan;

c) Modify the project timeline or deliverables at its sole discretion; or

d) Provide additional direction or take any necessary action to minimize the impact on project outcomes.

4) If the Contractor fails to provide timely and adequate notice as required by this Section:

a) The Contractor shall not be entitled to any schedule extensions, adjustments to deliverables, or claims for additional compensation related to the delay;

b) Such failure shall constitute a material breach of this Agreement and may be grounds for termination for cause; and/or

5) The Contractor may be held liable for any damages, penalties, or costs incurred by CDA as a direct result of the delay and lack of notice.

D. The Contractor and its subcontractors shall keep informed of, observe, comply with, and cause all its agents and employees to observe and to comply with all prevailing federal, state, and local laws, and rules and regulations made pursuant to said federal, state, and local laws, which in any way affect the conduct of the work of this Agreement. If any conflict arises between provisions of the plans and specifications and any such law above referred to, then the Contractor shall immediately notify CDA in writing.

E. CDA may terminate the Agreement pursuant to Section 4 of Exhibit D if the Contractor or its subcontractors fails to comply with a federal, state, or local law and the noncompliance, based on the facts and circumstances, would constitute a material breach of this Agreement.

7. DOCUMENT COMPLIANCE WITH THE AMERICANS WITH DISABLIITIES ACT

(ADA) OF 1990

A. The State of California mandates that all documents be compliant with the Americans with Disabilities Act of 1990 (ADA). This means that all documents must:

1) Use 12-point font;

2) Utilize headers in Word and Excel Documents;

3) Use Arial, Calibri, or Century Gothic font;

4) Utilize Alt Text in all tables and visual media;

5) Check the contrast levels for ADA compliance; and

B. Ensure that there is enough white space for people with dyslexia to read between the lines.

C. CDA requires that all electronic documents produced be remediated to comply with Federal Acquisition Regulations, Section 508, which requires all electronic content to be accessible for people with physical, sensory, or cognitive disabilities. Section 508 ensures all users can access the services provided or products, regardless of their capabilities. http://www.section508.gov/

1) Guidance Creating Accessible Documents Resources for Making Websites 508 Compliant, "How To" Guidance http://www.socialsecurity.gov/accessibility/files/SSA_Alternative_Text_Guide.p df

D. The U.S. Access Board is an independent Federal agency which develops and maintains standards that must be met to achieve accessibility 508 Standards and 255 Guidelines. Section 508 requires access to ICT developed, procured, maintained, or used by federal agencies.

1) Examples include computers, telecommunications equipment, multifunction office machines such as copiers that also operate as printers, software, websites, information kiosks and transaction machines, and electronic documents.

2) The Section 508 Standards, which are part of the Federal Acquisition Regulation, ensure access for people with physical, sensory, or cognitive disabilities.

3) The Section 255 Guidelines cover telecommunications equipment and customer-premises equipment — such as telephones, cell phones, routers, set-top boxes, and computers with modems, interconnected Voice over Internet Protocol products, and software integral to the operation of telecommunications function of such equipment.

E. These standards address access to information and communication technology (ICT) under Section 508 of the Rehabilitation Act and Section 255 of the Communications Act. (https://www.access-board.gov/ict/)

4) The most applicable standards for electronic content are:

a) Section 508, 1194.21 Software applications and operating systems (https://www.access-board.gov/ict/guide/software.html);

b) Section 508, 1194.22 Web-based intranet and internet information and applications (https://www.access-board.gov/ict/guide/web.html); and

c) Section 508, 1194.24 Video and multimedia products (https://www.access-board.gov/ict/guide/multimedia.html).

F. The document content must be remediated, and all versions of the PDF or Word documents need to be compatible with accessibility requirements.

1) To make PDFs ADA compliant, the following considerations should be taken:

a) TAGGING:

The PDF must be tagged with metadata that describes its structure, including headings, lists, tables, and links. This tagging enables screen readers to identify the structure of the document and navigate it accordingly.

b) TEXT RECOGNITION:

PDFs that contain scanned images of text must have Optical Character Recognition (OCR) applied to them, which will convert the text to machine-readable text. This enables screen readers to read the text out loud.

c) ALTERNATIVE TEXT:

Images and graphics within the PDF should have alternative text descriptions, which describe the content of the image. This enables users with visual impairments to understand the meaning of the image.

d) CONTRAST:

The contrast between the text and the background must be high enough to ensure readability for users with sight loss.

e) LANGUAGE:

The PDF should be designed in the appropriate language and set with the correct language settings. This enables screen readers to read the text in the appropriate language.

8. COMPLETE AND TIMELY PROVISION OF SERVICES

A. PERFORMANCE EXPECTATIONS

The Contractor shall perform all services outlined in this Scope of Work, including the preparation and submission of all required reports, in a timely and professional manner and in accordance with the timelines established by CDA. Adherence to all performance requirements and deadlines is essential to the successful execution of this Agreement. For purposes of this Agreement, a “timely submission” means that deliverables are received by CDA on or before the due dates established in the Scope of Work or as otherwise agreed to in writing by CDA.

B. PERFORMANCE DEFICIENCIES AND REMEDIES

1) Failure by the Contract to deliver services and required reports in a timely manner may constitute a material breach of this Agreement. In such cases where the Contractor fails to meet its performance obligations, CDA reserves the right to:

a) Terminate the Agreement for cause, in accordance with the termination provisions contained herein; and/or

b) Determine that the Contractor is not a responsible entity for purposes of evaluating eligibility in future contracting opportunities with CDA.

CDA’s decision to exercise these rights shall be based on the nature, frequency, and impact of the Contractor’s non-performance.

9. CONSULTANT EVALUATION

The Contractor’s performance under this Agreement will be evaluated by CDA upon completion of this Agreement. CDA will use the standard form (STD 4), pursuant to Public Contract Code section 10369. A copy of the written evaluation will be maintained at CDA and may be submitted to the Department of General Services, Office of Legal Services. Contract/Contractor Evaluation forms are not public documents and will not be kept in the Agreement file.

10. CDA RESPONSIBILITIES

CDA shall:

A. Provide the Contractor with written notice of all scheduled meetings that require captioning services in advance of each scheduled occurrence. Each notice shall include the date, time, duration, format (in-person or virtual), and location of the meeting. For virtual meetings, CDA shall provide relevant access information such as video conferencing links, dial-in numbers, and platform specific login credentials. In the event of scheduling change or cancellation, CDA will notify the Contractor as soon as reasonably possible unless an emergency or unforeseen circumstance prevents such notice.

B. Provide a reasonably detailed meeting agenda or session schedule, which may include the expected start and end times of the meeting; a breakdown of sessions or agenda items; any periods scheduled for breaks or intermissions; or whether multiple simultaneous sessions are anticipated. This information ensures adequate staffing, the provision of appropriate rest breaks, and allows the Contractor to determine the number of captioners required and make necessary logistical arrangements in compliance with applicable labor and accessibility standards.

C. As necessary, submit a written request to the Contractor for written transcripts of any meeting for which captioning services are provided. The Contractor shall provide written transcripts at no additional cost, subject to the terms of this Agreement. CDA’s request to the Contractor shall specify:

a) The meeting(s) for which transcripts are required;

b) The preferred format; and

c) Identify Cohort Participants and, if applicable, New Manager Participants, and shall provide the participant list to the Contractor no later than ten (10) Business Days before the first scheduled Reinforcement Session.

D. Provide the Contractor with the preferred delivery format for each Reinforcement Session, including in person or virtual, no later than fifteen (15) Business Days before the first scheduled Reinforcement Session for the applicable quarter.

E. Provide the Contractor with reasonable access to CDA’s approved virtual meeting platform for virtual sessions, including meeting links and access instructions, no later than five (5) Business Days before each scheduled session.

F. Coordinate internal communications to participants regarding schedules, expectations, and participation requirements.

G. Identify CDA points of contact for sensitive matters and provide the Contractor with written escalation contacts for any sensitive issues raised during engagement activities that require referral to CDA. CDA will communicate in writing any parameters on what the Contractor should route to CDA immediately (for example safety concerns or alleged misconduct).

11. AMENDMENTS

A. The parties reserve the right to amend this Agreement to clarify terms, incorporate additional language, or make other modifications necessary to accomplish the Scope of Work. This right to amend is in addition to any amendment rights outlined elsewhere in this Agreement or in the solicitation resulting in this Agreement, if applicable.

B. CDA reserves the right to amend this Agreement to:

1) Extend the term by up to two (2) additional one (1) year terms and increase funding accordingly.

C. If this Agreement is amended to extend the term, the rates or prices shall remain unchanged unless otherwise agreed in writing by both parties. All other terms and conditions shall remain in effect unless revised by mutual written agreement by the Contractor and CDA and incorporated into the amendment.

D. All amendments are subject to satisfactory performance by the Contractor and the availability of funding. No amendment shall take effect until the Contractor has received a fully executed copy of the amendment, signed by the CDA Procurement Contract Officer or authorized designee.

E. All amendments must be made in writing, signed by both parties, and approved by the Department of General Services (DGS) if required.

12. NO GUARANTEE OF WORK

CDA makes no express or implied guarantee that the actual amount of work performed, or services requested under this Agreement will equal the total dollar amount stated herein. The total contract amount is an estimate based on anticipated needs and is subject to change at CDA’s sole discretion. CDA reserves the right to reduce, modify, or omit portions as it deems necessary or appropriate without penalty. This Agreement does not constitute a guarantee of business, assignment of hours, or volume of work. No minimum number of hours is promised or implied.

Notwithstanding the foregoing, the unit rates and pricing set forth in this Agreement shall remain fixed and binding for the duration of the contract term.

Exhibit A, Attachment 1, Resumes, Bio Sketches, or CVS

ONLY USE AS NEEDED.

EXHIBIT A, ATTACHMENT 1

CONTRACTOR’S RESUMES, BIO SKETCHES, OR CVS

Exhibit A, Attachment 3, Project Maps

ONLY USE AS NEEDED.

EXHIBIT A, ATTACHMENT 2

PROJECT MAPS

Exhibit B, Budget Detail and Payment Provisions

EXHIBIT B

BUDGET DETAIL AND PAYMENT PROVISIONS

1. INVOICING AND PAYMENT

A. The Contractor shall submit invoices no more frequently than once per month, and only for services rendered, in arrears.

B. For services satisfactorily rendered, and upon receipt and approval of invoices submitted as described herein, CDA agrees to compensate the Contractor for actual expenditures incurred, in accordance with the rates specified in Exhibit B, Attachment 1, Contractor’s Rates.

C. CDA is not responsible for services performed by the Contractor outside of this Agreement, nor for services performed other than as outlined in Exhibit A, Scope of Work.

D. CDA makes no guarantee, either written or implied, as to the actual amount of funds that will be expended under this Agreement.

2. INSTRUCTIONS TO CONTRACTOR

A. The Contractor shall submit invoices, by email to the Contract Manager named in Exhibit A, Scope of Work; and submit a copy to Accounting.SO@aging.ca.gov.

B. The Contractor shall type, not handwrite, each invoice on company letterhead.

CDA may provide an invoice template, if requested, which may be used in lieu of company letterhead.

C. The Contractor shall clearly note the Contractor’s name and address on each invoice. The name on the invoice must match the Payee Data Record (STD 204) and the name listed on this Agreement.

D. The Contractor shall list and itemize in accordance with Exhibit B, Attachment 1, Contractor’s Rate sheet, all services or deliverables provided on each invoice.

E. The Contractor shall include the following on each submitted invoice:

1) Date(s) during which the services or deliverables were provided and the date on which the invoice was generated.

2) Agreement number, which can be found on the Standard Agreement Form

(STD 213);

3) Itemized service(s) provided;

4) Small Business certification number, if applicable;

5) Professional license number, if applicable; and

6) Invoice total.

3. BUDGET CONTINGENCY CLAUSE

A. It is mutually agreed that if the State of California 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, CDA shall have no liability to pay any funds whatsoever to the Contractor or to furnish any other considerations under this Agreement and the Contractor shall not be obligated to fulfil 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, CDA shall have the option to either cancel this Agreement with no liability occurring to CDA or offer an agreement amendment to the Contractor to reflect the reduced amount.

4. FEDERALLY FUNDED CONTRACTS

A. It is mutually understood between the parties that this Agreement may have been written for the mutual benefit of both parties before ascertaining the availability of congressional appropriation of funds, to avoid program and fiscal delays that would occur if this Agreement was executed after that determination was made.

B. This Agreement is valid and enforceable only if sufficient funds are made available to CDA by the United States Government for this fiscal year or any subsequent fiscal year for the purpose of this program. In addition, this Agreement is subject to any additional restrictions, limitations, or conditions enacted by Congress or to any statute enacted by Congress that may affect the provisions, terms, or funding of this Agreement in any manner.

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

D. CDA has the option to invalidate this Agreement under the thirty (30) day cancellation clause or to amend this Agreement to reflect any reduction in funds.

5. PROMPT PAYMENT CLAUSE

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

6. TOTAL EXPENDITURE ADJUSTMENTS FOR FISCAL YEARS

At the sole discretion of CDA and for the purposes of accounting, CDA may adjust the total proposed expenditure for each fiscal year as needed. In no event will this change this Agreement price for the services rendered.

7. TIMELY SUBMISSION OF INVOICES

The Contractor must submit all invoices within a reasonable time but no later than twelve (12) months from the date that services were provided. If the Contractor fails to provide invoices within twelve (12) months of the date services are rendered, CDA may elect to reject the invoices for payment as untimely, and the Contractor will be deemed to have waived any right to payment of the late invoices.

8. TRAVEL REIMBURSEMENT

A. The Contractor shall not be reimbursed for any travel related expenses. All travel shall be at the expense of the contractor.

Exhibit B, Attachment 1 – Contractor’s Rates

EXHIBIT B, ATTACHMENT 1

CONTRACTOR’S RATES

1. BUDGET DETAIL – CONTRACTOR’S RATES

Will be based on Contractor’s bid.

Exhibit D, Special Terms and Conditions

Revision 7/2025

EXHIBIT D

SPECIAL TERMS AND CONDITIONS

1. COPYRIGHT

All rights in copyright works created by the Contractor in the performance of work under this contract are the property of CDA.

2. EVALUATION OF CONTRACTOR FOR CONSULTANT CONTRACTS

Performance of the Contractor under this Agreement shall be evaluated. At the conclusion of the Agreement, the evaluation shall be prepared on Contract/Contractor Evaluation Sheet, STD 4 and forwarded to the Contract Services Office where it shall be filed. A copy of any negative evaluation for contracts over five thousand dollars ($5,000.00) shall be sent to the Department of General Services, Office of Legal Services.

3. RESOLUTION OF DISPUTES

A. Notwithstanding the General Terms and Conditions (Exhibit C), and in compliance with Public Contract Code section 10381, CDA adds:

1) The Contractor must first discuss the problem informally with CDA Contract or Project Manager. If the problem cannot be resolved at this level, the Contractor must direct the grievance in writing, together with all evidence, to CDA Program Section Manager or Chief. The grievance must state the issues in dispute, the legal authority or other basis for the Contractor’s position and the remedy sought. The Program Section Manager or Chief will decide on the problem within ten (10) business days after receipt of the written communication from the Contractor. The Program Section Manager or Chief will respond in writing to the Contractor indicating the decision and their reasoning for the decision. Should the Contractor disagree with the Program Section Manager/Chief’s decision, the Contractor may appeal to the next level.

2) In appealing to the next level, the Contractor must prepare a letter indicating why the Program Section Manager or Chief’s decision is unacceptable, attaching to it the Contractor’s original statement of the dispute with supporting documents and with a copy of the Program Section Manager or Chief’s decision. This letter will be sent to the Program Deputy Director or designee within ten (10) working days from receipt of the Program Section Manager or Chief’s decision. The Program Deputy Director or designee will contact or meet with the Contractor to review the issues raised. The Program Deputy may confer with CDA’s Director and Chief Counsel, as needed to decide. A written decision signed by CDA’s Deputy Director or designee will be returned to the Contractor within twenty (20) working days of receipt of the Contractor’s letter.

3) Authority to terminate performance under the terms of this Agreement is not subject to appeal under this Section. All other issues including, but not limited to, the amount of any equitable adjustment and the amount of any compensation or reimbursement that should be paid to the Contractor will be subject to the disputes process under this Article (Pub. Contract Code §§ 10240.5, 10381, 22200, et seq.)

B. In the event of a dispute, the language contained within this Agreement shall prevail over any other language including that of the bid proposal.

4. TERMINATION

A. TERMINATION IN WHOLE OR IN PART:

1) FOR CAUSE

a) CDA may terminate this Agreement, in whole or in part, and be relieved of any payments should the Contractor fail to perform the requirements of this Agreement at the time and in the manner herein provided. CDA may terminate the Agreement upon written notice to the Contractor. The Notice of Termination shall be effective upon the date set forth in said notice.

b) In the event of such termination, CDA may proceed with the work in any manner deemed proper by CDA. All costs to CDA shall be deducted from any sum due to the Contractor under this Agreement and the balance, if any, shall be paid to the Contractor upon demand. If this Agreement is terminated, in whole or in part, CDA may require the Contractor to transfer title, or in the case of licensed software, license, and deliver to CDA any completed deliverables, partially completed deliverables, and any other materials, related to the terminated portion of this Agreement, including but not limited to, computer programs, data files, user and operations manuals, system and program documentation, training programs related to the operation and maintenance of the system, and all information necessary for the reimbursement of any outstanding claims.

A. NOT FOR CAUSE

a) CDA retains the option to terminate this Agreement, in whole or in part, without cause, at CDA’s convenience, without penalty, provided that written notice has been delivered to the Contractor at least thirty (30) calendar days prior to such termination date. In the event of termination, in whole or in part, under this paragraph, CDA may require the Contractor to transfer title, or in the case of licensed software, license, and deliver to CDA any completed deliverables, partially completed deliverables, and any other materials related to the terminated portion of the contract including but not limited to, computer programs, data files, user and operations manuals, system and program documentation, training programs related to the operation and maintenance of the system, and all information necessary for the reimbursement of any outstanding claims.

b) The Contractor will be entitled to compensation upon submission of an invoice and proper proof of claim for the service. The Contractor will be entitled to payment of all allowable costs authorized under this Agreement and incurred up to the date of termination or cancellation, including authorized noncancelable obligations, provided such expenses do not exceed the stated maximum amounts payable.

B. JUDICIAL OR ADMINISTRATIVE PROCEEDINGS.

a) CDA may terminate this Agreement if the Contractor is found to have violated the terms of this Agreement or stipulates or consents to any such conclusion in any judicial or administrative proceeding.

5. RIGHTS IN DATA

A. The Contractor agrees that all data, plans, drawings, specifications, reports, computer programs, operating manuals, notes, and other written or graphic work produced in the performance of this Agreement are subject to the rights of CDA as set forth in this Section. CDA has the right to reproduce, publish, and use all such work, or any part thereof, in any manner and for any purposes whatsoever and to authorize others to do so, on CDA’s behalf. If any deliverable work set forth in the Scope of Work is copyrightable, the Contractor, through this Agreement transfers ownership of that copyright to CDA, and CDA may, as an illustration but not a limitation, reproduce, publish, and use such work, or any part thereof, and authorize others to do so. (See 40 C.F.R. §§ 31.34, 31.36.)

B. All rights to future publishing remain within CDA. Any material that does not conform to the requirements of this Agreement may be rejected by CDA at its discretion. Notice of such a rejection will be given to the Contractor by CDA within ten (10) days of receipt of the materials, and final payment will not be made for such material until substantial compliance has been obtained within the time and manner determined by CDA.

6. INTELLECTUAL PROPERTY

A. THE CONTRACTOR EXPRESSLY ACKNOWLEDGES

that the work contributed by the Contractor is being specially ordered and commissioned by CDA. The work contributed by the Contractor shall be considered a "work made for hire" as defined by the copyright laws of the United States. CDA shall be the sole and exclusive owner and copyright holder of the work. If for any reason the work is determined at any time not to qualify as a "work made for hire," the Contractor irrevocably transfers and assigns to CDA all rights, titles, and interest therein, including all copyrights, as well as all renewals and extensions.

B. THE CONTRACTOR AGREES

that CDA may make any changes or additions to the Work, including but not limited to the preparation of derivative works which CDA in its sole discretion may consider necessary, and may engage others to make changes to the work, with or without attribution to the Contractor.

C. SOLE AUTHORSHIP

The Contractor represents that except with respect to material furnished to Contractor by CDA, the Contractor is the sole author of the work, which is not copied in whole or in part from any other work. The Contractor further represents that the work does not violate the intellectual property rights of any person, firm, or entity.

D. NO LICENSE

No license, either express or implied, is granted hereby to the Contractor, with respect to the work. The Contractor agrees that the work is and will remain the sole property of CDA.

E. NO INTELLECTUAL PROPERTY RIGHTS IN THE WORK

The Contractor will not apply for or obtain any intellectual property protection in any of the Work or related derivative works. All intellectual property rights relating to any materials of any kind developed by the Contractor using the work, and all rights in any derivative works, belong exclusively to CDA.

7. LICENSES AND PERMITS

A. The Contractor must be an individual or firm licensed to do business in California and must obtain at his/her expense all license(s) and permit(s) required by law for accomplishing any work required in connection with this Agreement.

B. If the Contractor is located within the State of California, a business license from the city/county in which the Contractor is headquartered is necessary and must be submitted, upon CDA’s request. However, if the Contractor is a corporation, a copy of its incorporation documents/letter from the Secretary of State’s office can be submitted, upon CDA’s request. If the Contractor is outside the State of California, the Contractor will need to submit, upon request, a copy of its business license or incorporation papers for its respective state showing that its company is in good standing in that state.

C. In the event any license expires at any time during the term of this Agreement, The Contractor agrees to provide CDA with a copy of the renewed license within thirty (30) days following the expiration date. In the event the Contractor fails to keep in effect at all times all required license(s) and permit(s), CDA may, in addition to any other remedies it may have, terminate this Agreement upon occurrence of such event.

8. COMPUTER SOFTWARE COPYRIGHT COMPLIANCE

By signing this Agreement, the Contractor certifies that it has appropriate systems and controls in place to ensure that State of California 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.

9. SUBSTITUTION OF SUBCONTRACTING/STAFFING

Upon Agreement award, the Contractor must use the subcontractors and/or suppliers which they proposed in their bid submittal to CDA unless a substitution is requested in writing for approval by CDA’s Contract Manager. The request for substitution may not be used as an excuse for non-compliance with any other provision of state or federal law including but not limited to subletting and subcontracting.

10. FORCE MAJEURE

A. Except for defaults from subcontractors at any tier, the Contractor is not liable for any excess costs if the failure to fulfil the contract arises from causes beyond their control and without the fault or negligence of the Contractor. Examples of such causes include, but are not limited to:

1) Acts of God or of the public enemy, and

2) Acts of the federal or state government in either its sovereign or contractual capacity.

B. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both the Contractor and subcontractor, and without the fault or negligence of either, the Contractor is not liable for any excess costs for failure to perform.

11. WAIVER OF RIGHTS

Any action or inaction by CDA or the failure of CDA on any occasion, to enforce any right or provision of this Agreement, is not a waiver by CDA of its rights hereunder and does not prevent CDA from enforcing such provision or right on any future occasion. The rights and remedies of CDA herein are cumulative and are in addition to any other rights or remedies that CDA may have at law or in equity.

12. 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.

13. AGENCY LIABILITY

The Contractor warrants by execution of this Agreement that no person or selling agency has been employed or retained to solicit or secure this Agreement upon agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, CDA shall, in addition to other remedies provided by law, have the right to annul this Agreement without liability, paying only for the value of the work performed, or otherwise recover the full amount of such commission, percentage, brokerage, or contingent fee.

14. POTENTIAL SUBCONTRACTORS

Nothing contained in this Agreement or otherwise shall create any contractual relation between CDA and any subcontractors, and no subcontract shall relieve the Contractor of its responsibilities and obligations hereunder. The Contractor agrees to be as fully responsible to CDA for the acts and omissions of its subcontractors and of persons directly or indirectly employed by them, to the same extent as it is responsible for the acts and omissions of persons directly employed by the Contractor.

A. The Contractor’s obligation to pay subcontractors is independent of CDA’s obligation to make payments to the Contractor.

B. Accordingly, CDA shall have no obligation to pay or enforce payment of any monies to any subcontractor.

C. The Contractor is responsible for all work performed by its subcontractors. All subcontracts must include the applicable terms and conditions of this Agreement.

Any subcontractors, outside associates, or consultants engaged by the Contractor in connection with the services under this Agreement shall be limited to those individuals or firms as were specifically identified in the bid, agreed upon during contract negotiations, or specifically authorized in writing by the Contract Manager during the term of this Agreement. Any substitutions or additions shall be subject to the prior written approval of the Contract Manager.

D. The Contractor warrants, represents, and agrees that it and its subcontractors, employees and representatives shall comply with all applicable laws, codes, rules, and regulations in performing under this Agreement. If CDA determines that a subcontractor’s work is substantially unsatisfactory, not in substantial compliance with the contract terms, or causing substantial delays or disruptions, CDA may request substitution of the subcontractor.

15. RENEWAL OF CONTRACTOR CERTIFICATION CLAUSES

The Contractor shall renew Contractor Certification Clauses or successor documents every three (3) years or as changes occur, whichever occurs sooner.

16. PRIORITY HIRING CONSIDERATIONS

For contracts, other than consulting services contracts, more than two-hundred thousand dollars ($200,000.00), the Contractor shall give priority consideration in filling vacancies in positions funded by the contract to qualified recipients of aid under Welfare and Institutions Code section 11200. (Pub. Contract Code § 10353).

17. EQUIPMENT RENTAL AGREEMENTS

This provision shall apply to equipment rental agreements.CDA shall not be responsible for loss or damage to the rented equipment arising from causes beyond the control of CDA. CDA's responsibility for repairs and liability for damage or loss to such equipment is restricted to that made necessary or resulting from the negligent act or omission of CDA or its officers, employees, or agents.

18. CONTRACTOR COOPERATION DURING INVESTIGATION

The Contractor agrees to cooperate fully in any investigation conducted by or for CDA regarding unsatisfactory work or allegedly unlawful conduct by CDA employees or CDA contractors. The word “cooperate” includes but is not limited to, in a timely manner, making the Contractor’s staff available for interview and making the Contractor’s records and documents available for review.

19. CONFLICT OF INTEREST

A. CURRENT AND FORMER STATE EMPLOYEES

The Contractor should be aware of the following provisions regarding current or former state employees. If the Contractor has any questions on the status of any person rendering services or involved with this Agreement, the awarding agency must be contacted immediately for clarification.

1) CURRENT STATE EMPLOYEES (PUB. CONTRACT CODE § 10410)

a) No officer or employee shall engage in any employment, activity, or enterprise from which the officer or employee receives compensation or has a financial interest, and which is sponsored or funded by any state agency, unless the employment, activity, or enterprise is required as a condition of regular state employment.

b) No officer or employee shall contract on his or her own behalf as an independent contractor with any state agency to provide goods or services.

2) FORMER STATE EMPLOYEES (PUB. CONTRACT CODE § 10411)

a) For the two (2) year period from the date a former state officer or employee left state employment, he or she may not enter into a contract in which he or she engaged in any of the negotiations, transactions, planning, arrangements, or any part of the decision-making process relevant to the contract while employed in any capacity by any state agency.

b) For the twelve (12) month period from the date a former state officer or employee left state employment, he or she may not enter into a contract with any state agency if he or she was employed by that state agency in a policy-making position in the same general subject area as the proposed contract within the twelve (12) month period prior to his or her leaving state service.

B. PENALTY FOR VIOLATION

If the Contractor violates any provisions of the above paragraphs, such action by the Contractor shall render this Agreement void. (See Pub. Contract Code § 10420.)

C. MEMBERS OF BOARDS AND COMMISSIONS

Members of boards and commissions are exempt from this Section if they do not receive payment other than payment of each meeting of the board or commission, payment for preparatory time and payment per diem. (Pub. Contract Code § 10430(e).)

D. REPRESENTATIONAL CONFLICTS OF INTEREST

The Contractor must disclose to CDA Contract Manager any activities by the Contractor or subcontractor personnel involving representation of parties, or provision of consultation services to parties, who are adversarial to CDA. CDA may immediately terminate this Agreement if the Contractor fails to disclose the information required by this Section. CDA may immediately terminate this Agreement if any conflicts of interest cannot be reconciled with the performance of services under this contract.

E. FINANCIAL INTEREST IN CONTRACTS

The Contractor should also be aware of the following provisions of Government Code section 1090:

“Members of the Legislature, state, county district, judicial district, and city officers or employees shall not be financially interested in any contract made by them in their official capacity, or by any body or board of which they are members. Nor shall state, county, district, judicial district, and city officers or employees be purchasers at any sale or vendors at any purchase made by them in their official capacity.” (Gov. Code § 1090.)

F. PROHIBITION FOR CONSULTING…