RFP_24-10495_Exhibits.pdf

EXHIBIT A-1 Contractor TBD Standard Agreement (STD 213) RFP 24-10495

EXHIBIT A-1 – STANDARD AGREEMENT (STD 213)

EXHIBIT A-1 Contractor TBD Standard Agreement (STD 213) RFP 24-10495

EXHIBIT A-1 – STANDARD AGREEMENT (STD 213)(continued)

EXHIBIT A

Scope of Work

EXHIBIT A – Scope of Work

1. Service Overview

Since 2010, more than 1,000 cases of silicosis in workers who fabricate countertops have been reported worldwide. Workers in this industry can inhale crystalline silica dust as they cut and finish countertops, which places them at risk for silicosis, a severe, incurable lung disease. The mission of the California Department of Public Health (CDPH) is to advance the health and well-being of California's diverse people and communities. While silicosis is a serious disease, it is preventable with appropriate controls to reduce silica dust exposure.

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

Improve capacity to conduct ongoing surveillance for silicosis associated with engineered stone and share summarized results on risk factors and outcomes with stakeholders, develop and disseminate technical guidance and recommendations to prevent exposure to silica dust and silicosis disease associated with engineered stone, maintain and update a list of countertop fabrication businesses in California and conduct targeted worksite visits to evaluate work processes, assess exposures, and provide recommendations for prevention, and partner with local, state, and other organizations to enhance capacity for responding to and prevent silicosis.

2. Service Location

The services shall be performed in Contractor’s offices and at countertop fabrication businesses in California].

3. Service Hours

The services shall be provided during Normal Contractor working hours 8:00 a.m. to 5:00 p.m., Monday through Friday, including state official holidays.

4. Project Representatives

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

EXHIBIT A Contractor TBD Scope of Work RFP 24-10495

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

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

B. Direct all inquiries to:

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

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

Telephone: (XXX) XXX-XXXX 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. Progress Reports or Meetings

A. Contractor shall submit progress reports or attend meetings with state personnel at intervals determined by CDPH to determine if the Contractor is on the right track, whether

Scope of Work RFP 24-10495 the project is on schedule, provide communication of interim findings, and afford occasions for airing difficulties or special problems encountered so that remedies can be developed quickly.

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

Scope of Work 24-10495

6. Services to be Performed

A. Goal 1: Improve capacity to conduct ongoing surveillance for silicosis associated with engineered stone and share summarized results on risk factors and outcomes with stakeholders.

Major Objective(s) Major Functions, Tasks, and Activities Timeline Staff

Responsibility Performance Measure and/or Deliverables

1.1 Continue to use

existing surveillance methods to identify and interview silicosis cases.

1.2 Develop, implement, and refine new reporting mechanisms, including CalREDIE, eCR/RCKMS, and transplant center data..

1.3 Regularly

monitor, analyze, and release data to track case clusters and risk factors.

1.1 Utilize staff with experience

conducting statewide silicosis surveillance to refine and implement procedures and protocols, including database development, use of hospital-based data, direct reporting, electronic case reporting, and case telephone interviews.

1.2 Utilize staff familiar with the current

statewide silicosis surveillance system to implement statewide reporting of silicosis through CalREDIE. Refine and expand case identification using eCR/RCKMS, including collaborating with local health jurisdictions to author silicosis. Utilize relationships and mechanisms to enable routine data transfer from lung transplant centers statewide. Use knowledge of current system to seamlessly incorporate new data sources.

1.3 Using knowledge of variables in the

system, continuously analyze surveillance data from all sources to monitor and identify trends, case clusters, and risk factors. Provide aggregate results to a wide variety of occupational health stakeholders including workers, employers, trade groups, local health jurisdictions, Ongoing through June 30, 2027

Research Associate, Epidemiologic Interviewer, Program Admin, with support from CDPH staff

Program Admin, Program Admin,

1.1 CDPH will receive data from

identification of new cases of engineered-stone-related silicosis.

1.2 CDPH will receive data

representing an increased number of new cases of silicosis associated with engineered stone through new reporting mechanisms, as well as updated information on existing cases.

1.3 CDPH will receive regularly

generated updated surveillance aggregate results at least quarterly.

Major Objective(s) Major Functions, Tasks, and Activities Timeline Staff Responsibility

Performance Measure and/or Deliverables other agencies, and policymakers.

B. Goal 2: Develop and disseminate technical guidance and recommendations to prevent exposure to silica dust and silicosis disease associated with engineered stone.

Performance Measure and/or Deliverables

2.1. Continue to

refine and develop guidance for workers and employers in the countertop fabrication industry on reducing exposure risk.

2.2. Develop

resources such as presentations, checklists, hazard alerts, fact sheets, and webinars on silicosis prevention to be shared with and further disseminated

2.1 Be familiar with and use existing

knowledge about risk reduction measures for workers in countertop fabrication using the hierarchy of controls, including ventilation and water suppression, to limit the need for PPE. Review emerging information on ‘low risk’ engineered stone products. Collaborate with other occupational health agencies using existing relationships to develop additional guidance and refine messaging. Develop materials based on guidance.

2.2 Summarize prevention guidance in

the form of easily adaptable webinars, checklists, and presentations. Maximize reach by distributing products to partner organizations using standing relationships to further disseminate prevention messages to their audiences and stakeholders.

Continue to expand and utilize existing partnerships with CalOSHA, the engineered stone industry, Ongoing through June 30, 2027

Ongoing

Research Scientist, Program Admin with support from CDPH staff

Research Scientist, Program Admin with

2.1 CDPH will receive guidance

documents and informational products on silica dust control measures that address the needs of California employers and workers in the countertop fabrication industry. Guidance will result in increased awareness among workers and employers on preventing

2.2 CDPH will receive

presentations, webinars, checklists, and fact sheets that are adaptable and useable by partner organizations. There will be increased ability for partner organizations to provide silicosis prevention guidance to their stakeholders and members.

Performance Measure and/or Deliverables by partner organizations representing industry, Cal/OSHA and other agencies, workers, employers, unions, and health care providers.

2.3. Develop and

disseminate educational materials for employers and workers with low literacy and non- English language speakers.

occupational health advocacy organizations, and worker organizations.

2.3 Summarize prevention guidance for

employers and workers in low literacy educational occupational health materials. Translate into appropriate languages, including Spanish. Format and illustrate in easy-to-read low literacy layout with occupational health illustrations. Utilize well-developed occupational health stakeholder relationships to inform materials development and support dissemination efforts.

Research Scientist, Program Admin with

2.3 CDPH will receive low literacy

educational materials for workers in multiple languages, including Spanish. Materials will result in increased awareness by stakeholders on how to prevent and control exposure to silica dust and

C. Goal 3: Maintain and update a list of countertop fabrication businesses in California and conduct targeted worksite visits to evaluate work processes, assess exposures, and provide recommendations for prevention.

Major Objective(s)

Major Functions, Tasks, and Activities

Timeline Staff Responsibility

Performance Measure and/or Deliverables

3.1 Continue to

refine and update inventory of countertop fabrication shops statewide.

3.2 Conduct

targeted worksite investigations, based on case clusters, potential to impact exposures, or potential to evaluate prevention measures.

3.1 Continue current research

on countertop fabrication facilities using commercial databases and other online resources, Provide localized inventories using existing relationships to other agencies to assist in silicosis prevention efforts.

3.2 Identify 2-3 worksites for

investigation in accordance with the OHB Field Policy and Procedures Protocol and standard occupational health techniques. Evaluate exposures, offer technical assistance, and make recommendations for strategies and policies to minimize exposures.

Research Scientist, Program Admin

Research Scientist, Program Admin

3.1 CDPH will receive an

updated inventory of countertop fabrication shops, filterable by county.

3.2 CDPH will receive

reports summarizing silicosis worksite investigations, including exposure assessments and what protections were recommended to reduce further exposures.

D. Goal 4: Partner with local, state, and other organizations to enhance capacity for responding to and preventing silicosis.

Major Objective(s)

Major Functions, Tasks, and Activities Time Line Staff Responsibility

Performance Measure and/or Deliverables

4.1 Provide

support to local health jurisdictions.

4.2 Provide

support to health care providers.

4.3 Collaborate

with the Department of Industrial Relations to develop a coordinated response to the epidemic of silicosis related to engineered stone.

4.1 Continue to develop and disseminate

guidance and occupational health resources for local health jurisdictions willing and able to respond to silicosis cases in their jurisdictions.

4.2 Using existing occupational medicine

expertise, continue to develop and disseminate medical protocols and resources to healthcare providers and health care provider organizations statewide for the screening, referral, and care of countertop fabrication workers.

4.3 Continue collaboration with and

provision of technical assistance and expert guidance to the Department of Industrial Relations, including Cal/OSHA, about strategies for prevention of silica exposure. Continue partnership with NIOSH scientists, other occupational health experts, and academic colleagues to identify and develop best practices for further dissemination.

Research Scientist, Program Admin with

Research Scientist, Program Admin with

Research Scientist, Program Admin with

4.1 CDPH will receive guidance

resources targeted to local health jurisdictions on how to respond to silicosis cases.

4.2 CDPH will receive protocols

and resources to assist health care providers in identifying and caring for workers with

4.3 CDPH and other partner

agencies will be supplied with technical assistance regarding strategies for prevention, including ventilation and PPE as necessary.

EXHIBIT B Contractor TBD Budget Details and Payment Provisions RFP 24-10495

EXHIBIT B – BUDGET DETAILS AND PAYMENT PROVISIONS

1. Invoicing and Payment

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

B. For services satisfactorily rendered, and upon receipt and approval of the invoices, the State agrees to compensate the Contractor for actual expenditures incurred in accordance with the Cost Proposal specified in Attachment 1, of this Exhibit.

C. Invoices shall include the Agreement Number and shall be submitted in 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 in the same or greater level of detail as indicated in this agreement. Subject to the terms of this agreement, reimbursement may only be sought for those costs and/or cost categories expressly identified as allowable in this agreement and approved by CDPH.

2. Budget Contingency Clause

A. It is mutually agreed that if the Budget Act of the current year and/or any subsequent years covered under this Agreement does not appropriate sufficient funds for the program, this Agreement shall be of no further force and effect. In this event, the State shall have no liability to pay any funds whatsoever to Contractor or to furnish any other considerations under this Agreement and Contractor shall not be obligated to perform any provisions of this Agreement.

B. If funding for any fiscal year is reduced or deleted by the Budget Act for purposes of this program, the State shall have the option to either cancel this Agreement with no liability occurring to the State, or offer an agreement amendment to Contractor to reflect the reduced amount.

3. Prompt Payment Clause

Payment will be made in accordance with, and within the time specified in, Government Code Chapter 4.5, commencing with Section 927.

4. Timely Submission of Final Invoice

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

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

Travel required to conduct targeted worksite investigations per the SOW (Goal 3, 3.2) shall be fully loaded in the proposed costs. Travel expenses shall not be reimbursed separately under this agreement.

EXHIBIT B-1 – COST PROPOSAL

EXHIBIT C Contractor TBD General Terms and Conditions RFP 24-10495

EXHIBIT C – GENERAL TERMS AND CONDITIONS

***General Terms and Conditions can be viewed at https://www.dgs.ca.gov/OLS/Resources.*** https://www.dgs.ca.gov/OLS/Resources

EXHIBIT D Contractor TBD Special Terms and Conditions RFP 24-10495

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 ontracts, 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.

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

Effective August 1, 2024, Pursuant to Department of General Services (DGS) Procurement Division Bulletin Number P-05-24 dated July 1, 2024, the following the provision is requires for all contracts and contract amendments.

During the term of the contract, Contractor must notify the State in writing if their services or any work under this contract includes, or makes available, any previously unreported GenAI technology, including GenAI from third parties or subcontractors. Contractor shall immediately complete the GenAI Reporting and Factsheet (STD 1000) to notify the State of any new or previously unreported GenAI technology. At the direction of the State, Contractor shall discontinue the use of any new or previously undisclosed GenAI technology that materially impacts functionality, risk or contract performance, until use of such GenAI technology has been approved by the State.

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

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

EXHIBIT E Contractor TBD Additional Provisions RFP 24-10495

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. Evaluation of Contractor

Performance of the Contractor under this Agreement will be evaluated. The evaluation shall be prepared on Contract/Contractor Evaluation Sheet (STD 4), and maintained in the

Agreement file. For consultant agreements, a copy of the evaluation will be sent to the Department of General Services, Office of Legal Services, if it is negative and over $5,000.

3. Performance Evaluation

A. The Contractor’s performance under this agreement shall be evaluated at the conclusion of the term of this agreement. The evaluation shall include, but not be limited to:

1) Whether the contracted work or services were completed as specified in the agreement, and reasons for and amount of any cost overruns.

2) Whether the contracted work or services met the quality standards specified in the agreement.

3) Whether the Contractor fulfilled all requirements of the agreement.

4) Factors outside the control of the Contractor, which caused difficulties in contractor performance. Factors outside the control of the Contractor shall not include a Subcontractor’s poor performance.

B. The evaluation of the Contractor shall not be a public record (PCC 10370).

4. Prohibited Follow-on Contracts

A. No person, firm, or subsidiary awarded a consulting services agreement is prohibited from submit a bid or be awarded an agreement for services or goods suggested, in the end product of the awarded consulting services agreement

B. Paragraph A does not apply to any person, firm, or subsidiary thereof who is awarded a subcontract of a consulting services agreement which totals no more than ten 10% percent of the total monetary value of the consulting services agreement.

C. Paragraphs A and B do not apply to services agreements subject to Chapter 10 (commencing with Section 4525) of Division 5 of Title 1 of the Government Code.(Contract with Private architects, engineering, land surveying and contraction project management firms).

5. 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…