RFP_24-10591_-_Exhibits.pdf

EXHIBIT A-1 Contractor TBD Sample STD 213 Standard Agreement 24-10591

EXHIBIT A-1 – STANDARD AGREEMENT (STD 213)

EXHIBIT A-1 Contractor TBD Sample STD 213 Standard Agreement 24-10591

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

EXHIBIT A Contractor TBD Scope of Work 24-10591

EXHIBIT A – Scope of Work

1. Service Overview

Contractor agrees to provide to the California Department of Public Health (CDPH) the services described herein. The Contractor shall provide asthma self-management and environmental trigger education and will be responsible for carrying out activities and documenting deliverables to achieve the agreement goals. The services shall be performed virtually or in-person with organizations (e.g., federally qualified health centers, Medi-Cal managed care plans, and community-based organizations) serving high asthma burden communities - communities identified by California Breathing as being census tracts in the 75th percentile for asthma-related Emergency Department visits and hospitalizations. These are predominantly low-income communities of color, including Black and African American, Hispanic or Latino, and American Indian/Alaska Native communities. Counties with the highest asthma disparities are San Bernardino, Los Angeles, Alameda, Solano, and counties located in the Central Valley.

2. Service Location

The services shall be performed virtually or in-person with organizations (e.g., federally qualified health centers, Medi-Cal managed care plans, and community-based organizations) serving high asthma burden communities – communities identified by California Breathing as being census tracts in the 75th percentile for asthma-related Emergency Department visits and hospitalizations. These are predominantly low-income communities of color, including Black and African American, Hispanic or Latino, and American Indian/Alaska Native communities. Counties with the highest asthma disparities are San Bernardino, Los Angeles, Alameda, Solano, and counties located in the Central Valley.

3. Service Hours

The services shall be provided during normal business hours, 8:00am to 5:00pm, Monday through Friday, except national and state holidays.

4. Project Representatives

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

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

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

B. Direct all inquiries to:

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

Telephone: (XXX) XXX-XXXX 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. Acceptance Criteria

It shall be CDPH’s sole determination as to whether a deliverable has been successfully completed and is acceptable. Acceptable criteria shall consist of the following:

1. Written deliverables must be submitted in a timely manner and must be clearly written.

2. All deliverables must be in a format that can be used by the State.

3. If a deliverable is not accepted, CDPH staff shall provide the rationale in writing within five working days of receipt of the deliverable.

The Contractor shall have ten working days to remedy the deficiencies noted by CDPH staff.

6. State Responsibilities

CDPH shall provide access to business and technical documents, as necessary, for the Contractor to complete the goals and deliverables identified.

7. Services to be Performed.

The Asthma Management Academy (Academy) is a series of educational modules delivered to educators who primarily provide (or will provide) culturally and linguistically accessible, comprehensive asthma self-management and healthy homes education to patients or clients.

The Contractor will deliver six 20-hour Academy sessions annually, track attendance, conduct evaluation, and meet regularly with CDPH. The Contractor will be responsible for carrying out activities and documenting deliverables to achieve the goals outlined in Exhibit A.

Contractor shall perform the following services as specified in SOW, Attachment I:

Conduct six 20-hour Academy training sessions annually (either virtually or in-person) to priority organizations, including federally qualified health centers, managed care plans, community clinics, non-profits, school-based health centers and community-based organizations conducting social services, asthma home visiting, or education services:

I. Module 1 – The Scope of Asthma

The objective is to recognize the prevalence of asthma in the United States, identify the financial and quality of life impact of asthma on individuals and families, and identify care providers on the asthma team and the integral role played by CHWs.

The module is 90 minutes and participants will complete a warm-up activity, watch a video that addresses the lesson content, and complete two additional activities: Asthma Straw exercise, and Explain Asthma activity.

a. The Asthma Straw exercise helps participants understand what it feels like when someone is experiencing reduced lung capacity from asthma.

b. The Explain Asthma Activity allows participants as a group to brainstorm talking points using the Explain Asthma Activity Handout. As a group and in pairs, they describe “normal” breathing and changes that occur in the lungs with asthma symptoms.

The resources needed are a computer (to play Academy videos from YouTube), stable Wi-Fi, flipchart or white board, markers (scent-free), lung models (grapes or broccoli), straws (cocktail/coffee stir and soda straws) one set per participant, and current asthma stats for your state/locale (optional).

II. Module 2 – Triggers and Environmental Control

The objective is to state the definition of an asthma trigger and explain the difference between an allergen and an irritant, list the most common asthma triggers and their environmental factors found in the home and workplace, and identify asthma trigger environmental control strategies for the home and workplace.

The module is 120 minutes and participants will complete a review activity of the previous module, take the Module 1 Post Test, and return results to trainer, view a video that addresses the lesson content, and complete three additional activities: Module One Evaluation: Explain Asthma Review, Asthma Trigger Hunt Activity, and discuss video content using the groups Asthma Trigger Hunt Activity answers.

a. The Module One Evaluation: Explain Asthma Review activity asks participants to pair up and help evaluate if their partner covered all the major concepts in their explanation.

b. The Asthma Trigger Hunt Activity divides participants into three groups and asks each group to brainstorm possible asthma triggers and how to eliminate, reduce or avoid them in their assigned setting (i.e., bedroom, kitchen/bathroom, workplace, and school/childcare center). Each participant will write their group’s answers on their individual Asthma Trigger Hunt Activity handout.

c. In the third activity, participants will discuss video content using the groups Asthma Trigger Hunt Activity answers. One spokesperson from each group will share the answers for their assigned setting (i.e., bedroom, kitchen/bathroom, workplace, and school/childcare center) with the entire class. Participants will continue group discussion on the CHW’s role in assisting in the identification of asthma triggers as well as practical ways to eliminate, reduce, and avoid.

The resources needed are a computer (to play Academy videos from YouTube), stable Wi-Fi, flip chat paper (optional), and flip chart markers (optional).

III. Module 3 – Medications

The objective is to explain the role of long-term controller medications in asthma management, the role of quick-reliever medications, describe possible negative consequences associated with having uncontrolled asthma, and state how CHWs can assist in addressing possible barriers to using long-term controller medications.

The module is 100 minutes and participants will complete a review activity of the previous module, take the Module 2 Post Test, view a video that addresses the lesson content, complete the Asthma Analogy Activities and group discussion on Road Blocks to Asthma Control: Not Taking Prescribed Long-term Controller Medications, and two matching games.

a. In Module 3, participants will complete two matching games: Trigger and Remediation Matching Game and Medication Matching Game. In the Trigger and Remediation Match Game, participants will cut out the signs on pages 34-36 for each asthma trigger and possible remediation step. Participants will be divided into pairs or small groups and match their remediation step to the appropriate trigger. The Medication Matching Game introduces the participants to the various asthma medications currently available. The participants will use the asthma medication poster in their manual to match each medication card to their appropriate category.

b. The Asthma Analogy Activities asks participants to discuss questions and fill in the spaces on the chart provided in the participant manual.

c. The Road Blocks to Asthma Control: Not Taking Prescribed Long-term Controller Medications group discussion asks participants to draw a road on a white board or flip chat long enough to allow each “barrier sheet” to be placed along it. Participants will discuss their reactions to the statement made in the video content regarding many people with asthma not willing to take their long-term controller medication.

The resources needed are a computer (to play Academy videos from YouTube), stable Wi-Fi, lung models (grapes or broccoli), scissors, painters’ tape, markers (scent-free), flip chart or white board, and dry erase markers.

IV. Module 4 – Medication Delivery Devices

The objective is to describe and demonstrate how to use a metered dose inhaler (MDI), a dry powder inhaler (DPI), and a small volume nebulizer. The module will describe the procedures for general cleaning and care of a valved holding chamber/spacer, MDI and DPI. It will state the purpose of priming an inhaler, demonstrate proper technique, and explain the benefit of using a valved holding champer/spacer with a metered dose inhaler.

The module is 115 minutes and participants will complete a review activity of the previous module, take the Module 3: Asthma Medication Post Test, view a video that addresses the lesson content, and complete four additional activities: Module 3 Review Activity with Q&A, demonstrate proper use of MDI with a partner (Delivery Device Partner Practice Activity), demonstrate proper use of Flexhaler, Twisthaler, Diskus, & Respiclick with a partner, and demonstrate proper use of a nebulizer with a partner utilizing the Delivery Device Handout. There is an optional activity where the participants divide into three groups and demonstrate the proper cleaning and care of their respective device (MDI/DPI, valved-holding chamber/spacer, and/or nebulizer).

a. The Module 3 Review Activity with Q&A is a group activity to reinforce the differences between long-term controller and quick reliever medications. Participants sit around a table or in a circle on the floor and have signs titled “Quick Reliever” and “Long-term Controller.” The trainer will read a statement from a card and participants will hold up either the “Quick Reliever” or “Long-term Controller” sign to answer which medication group the statement refers to.

b. The second activity is to watch Module 4 video including demonstration of MDI and MDI with chamber and instruct participants to return demonstrate proper use of MDI with and without spacer with a partner utilizing the Delivery Device Handout.

c. The third activity is to watch Module 4 video including demonstration of the Respiclick, Flexhaler, Twisthaler, and Diskus, and instruct participants to demonstrate proper use of each device with a partner utilizing the Delivery Device Handout.

d. The fourth activity is to watch Module 4 video including demonstration of the proper use of a nebulizer and instruct participants to return demonstrate the proper use of a nebulizer with a partner utilizing the Delivery Device Handout.

e. The Delivery Device Partner Practice activity allows each participant to demonstrate proper technique of an MDI with valved-holding chamber/space and one dry powder inhaler (DPI) to their partner. Participants that are not demonstrating will use the handouts provided in Module 4 as a guide to check for accuracy of technique.

The resources needed are a computer (to play Academy videos from YouTube), stable Wi-Fi, medication signs, and demonstration devices for all participants.

V. Module 5 – Assessment and Monitoring

The objective is to state the main risk factors for asthma-related deaths, recognize the difference between asthma symptoms and asthma early warning signs, and the purpose of an asthma action plan. The module will review recommended steps to take based upon an asthma action plan, the purpose of a peak flow meter and correct technique, and why validated questionnaires are useful tools in assessing asthma control.

The module is 90 minutes with two optional activities including a 60-minute peak flow meter activity. Participants will complete a review activity of the previous module, take the Module 4 Post-Test, view a video that addresses the lesson content, and complete three additional activities: Asthma Action Plan Explanation Activities, Review of Evidence-based Tools, and Module 5 Assessment and Monitoring Review Activity.

a. The Asthma Action Plan Explanation activity demonstrates how to explain an asthma action plan (AAP) utilizing the examples provided on pages 70 and 71 (facilitator manual – SOW, Attachment I). Participants will pair up and one person in each pair will take a turn being the CHW and the client. In the CHW role, the participant will explain the asthma action plan to the client and provide a few scenarios to assess whether the client understands how to interpret and apply the asthma action plan instructions. In the client role, the participant will ask the CHW at least one question about the asthma action plan and make at least one purposeful mistake when being asked questions during the scenario practice to help the CHW practice giving corrective feedback.

b. The next activity is the Review of Evidence-based Tools. Trainers will review the Asthma Control Test (ACT) for both 4-11 years and 12 years and older (pages 68-69). Trainers will identify the peak flow meter, demonstrate how to use the peak flow meter, and discuss how to use the asthma symptoms and peak flow diary handout (pages 73-75).

Participants will practice using the peak flow meter in pairs.

c. In the Module 5 Assessment and Monitoring Review activity, participants will stand in a circle and one person is given an item to toss. The participant with the item will make one statement learned from the content provided in Module 5.

The resources needed are a computer (to play Academy videos from YouTube), stable Wi-Fi, peak flow meter, an item to toss in review activity (i.e., hacky sack) and sample AAPs and ACTs.

VI. Module 6 – Best Practices for Asthma Home Visiting

The objective is to describe the elements of a home visit, techniques for ensuring safety as a home visitor, and practice problem solving skills.

The module is approximately 90 minutes with two activities and two breakout discussions.

Participants will participate in two activities: Chat Activity and Role Play Activity. The two break out discussions are: Home remedies and asthma and Safety Scenario.

a. The Chat Activity allows participants to list qualities of a successful Home Visitor.

b. The Role Play Activity allows participants to practice entering a home (or a virtual space) and describe the organization they represent, explain their role, expectations for the visit, and explaining what they will be doing and how. They will let the client know that they can stop the visit at any time.

c. The first break out discussion is home remedies and asthma. Participants will discuss home remedies that they have heard of to treat asthma.

d. The second break out discussion is the safety scenario. Participants will discuss the scenario and what they should do in the scenario. Trainers will ensure participants consider safety measures.

The resources needed are a computer, Best Practices for Asthma Home Visiting PowerPoint presentation, and stable Wi-Fi.

VII. Module 7 – How to Conduct an In-Home Asthma Trigger Assessment

The objective is to review the Asthma Home Environment Checklist, apply tool to identify triggers, and develop a plan to eliminate and/or reduce triggers.

The module is approximately 90 minutes with two activities: Using the Core Assessment and Potential Action Steps.

a. The Using the Core Assessment activity is a role play scenario where participants will break out into pairs, select who is client A and B, and after 20 minutes, switch roles. In the scenario, a home visitor assesses three rooms during a home visit. The home visitor reviews pictures of the three rooms and uses the asthma home environment checklist to assess triggers in the home.

b. In the Potential Action Steps activity, participants will identify and develop a plan to reduce asthma triggers in the home using the asthma home environment checklist.

The resources needed are a computer, How to Conduct an In-Home Asthma Trigger Assessment PowerPoint presentation, The Centers for Disease Control and Prevention, Environmental Protection Agency, and Housing and Development’s Asthma Home Environment Checklist, and stable Wi-Fi.

VIII. Recruit and compensate a diverse group of certified asthma educators (AE-Cs) to co-facilitate Academy trainings and conduct virtual competency testing for Academy participants, as outlined in the AAE curriculum.

i. Recruit a diverse group of AE-Cs to conduct virtual competency testing with Academy participants, as outlined in the AAE curriculum. AE-Cs must successfully demonstrate an understanding of the subject matter and have the following expertise:

a. Have the nationally recognized qualification of an AE-C.

b. Possess a minimum of two years’ experience in teaching guidelines-based asthma care and asthma self-management.

c. Maintain the integrity of the testing and follow the protocols as mandated by the AAE and CDPH.

d. Virtual competency testing is scheduled and completed within four weeks of Academy training.

ii. Compensate AE-Cs for conducting competency testing:

a. AE-C completes all questions and scoring of delivery device teach backs and competency testing and submits competency test rubrics via SurveyMonkey for each participant.

b. AE-C spends a minimum of 45 minutes per competency test.

c. Contractor compensates AE-C per competency completed and submitted as listed above.

AE-C will be compensated $125 per competency test, as agreed upon by contractor and

CDPH.

IX. Submit six complete Academy participant evaluation data packages to CDPH annually.

i. Submit at least one group photo of participants to CDPH after delivering each Academy.

ii. Submit the following data as scanned forms after delivering each in-person Academy:

a. Participant attendance forms for each day of training

b. Module 1-4 post-tests for each participant

c. Overall satisfaction evaluation survey for each participant

d. Competency test rubrics completed by certified asthma educators (AE-C), if applicable

iii. Work with CDPH to refine evaluation tools, as necessary.

Designate one staff member as the program lead and liaison between CDPH and the Contractor.

8. Deliverables

Goal 1: Deliver the Asthma Management Academy (AsMA or Academy) to community health workers (CHWs) from organizations serving predominantly high asthma burden communities (i.e., low-income communities of color) as outlined in the Association of Asthma Educators’ (AAE) Asthma Education for the Community Health Worker.

Major Objective(s)

Major Tasks/ Activities Timeline Deliverables

1. In coordination with CDPH, contractor will deliver the Academy to organizations serving high asthma burden communities (i.e., predominantly low-income communities of color).

1.1 Conduct six Academy training sessions annually to priority organizations, including federally qualified health centers, managed care plans, community clinics, non-profits, school-based health centers and community-based organizations conducting social services, asthma home visiting, or education services.

a) Deliver seven participatory modules (approximately 20 hours of training) as outlined in AAE and CDPH curriculum.

• The scope of asthma

• Environmental triggers of asthma

• How to conduct an in-home asthma trigger assessment

• Medications

• Medication delivery devices

• Assessment and monitoring

• Best practices for asthma home visiting

b) Ensure Academy participants are CHWs, promoters, health educators, or community leaders from priority organizations.

c) Ensure all Academy participants have completed module post-tests before moving on to the next module.

d) Schedule competency testing with Academy participants and certified asthma educators (AE-Cs).

e) Ability to maintain the integrity of the curricula and follow the training protocols as mandated by CDPH.

f) Collect and send post-tests, evaluation data, and competency test forms to CDPH.

g) For virtual trainings, provide zoom link to CDPH prior to Academy training start date.

h) For virtual trainings, mail materials to participants at least one week ahead of start date.

Six Academies delivered annually from start of contract through February 29, 2028.

1.1. Deliver six

Academy trainings to organizations serving high asthma burden communities (i.e., low-income communities of color).

Goal 2: Recruit and compensate a diverse group of certified asthma educators (AE-Cs) to co-facilitate Academy trainings and conduct virtual competency testing for Academy participants, as outlined in the AAE curriculum.

Major Objective(s)

Major Tasks/ Activities Timeline Deliverables

1. Contractor will recruit and compensate AE-Cs to conduct virtual competency testing

1.1 Recruit a diverse group of AE-Cs to conduct virtual competency testing with Academy participants, as outlined in the AAE curriculum.

AE-Cs must successfully demonstrate an understanding of the subject matter and have the following expertise:

a. Have the nationally recognized qualification of an AE-C.

b. Possess a minimum of two years’ experience in teaching guidelines-based asthma care and asthma self-management.

c. Maintain the integrity of the testing and follow the protocols as mandated by the AAE and CDPH.

d. Virtual competency testing is scheduled and completed within four weeks of Academy training.

1.2 Compensate AE-Cs for conducting competency testing as directed by AAE curriculum and CDPH.

a. AE-C completes all questions and scoring of delivery device teach backs and competency testing and submits competency test rubrics via SurveyMonkey for each participant.

b. AE-C spends a minimum of 45 minutes per competency test.

c. Contractor compensates AE-C per competency completed and submitted as listed above.

d. AE-C will be compensated $125 per competency test, as agreed upon by contractor and CDPH.

1.1 From start

of contract through February 29, 2028.

1.2 From start

of contract through February 29, 2028.

1.1 Contractor

will recruit diverse group of AE-Cs to conduct virtual competency testing of Academy participants.

1.2 Contractor

will compensate AE-Cs for completing and submitting competency testing for Academy participants.

Goal 3: Submit Academy participant evaluation data to CDPH.

Major Objective(s)

Major Tasks/ Activities Timeline Deliverables

1. Submit Academy participant evaluation data to CDPH.

1.1 Submit at least one group photo of Academy participants to CDPH after delivering each Academy.

1.2 Submit the following data as scanned forms after delivering each in-person Academy:

a. Participant attendance forms for each day of training

b. Module 1-4 post-tests for each participant

c. Overall satisfaction evaluation for each participant

d. Competency test rubrics completed by certified asthma educators (AE-C), if applicable

1.3 Submit the following data as scanned forms after delivering each virtual Academy:

a) Participant attendance forms for each day of training

Six complete participant evaluation data packages to be delivered annually from start of contract through February 29, 2028.

1.1 Email or

mail delivery of six complete participant evaluation data packages to

CDPH.

Goal 4: Contractor will designate a project lead to communicate and be main contact liaison for CDPH.

Major Objective(s)

Major Tasks/ Activities Timeline Deliverables

1. One staff member is designated as the program lead and liaison between CDPH and the Contractor.

1.1 Contractor will designate one staff member as the project lead and liaison.

1.2 Designated staff member will participate in regularly scheduled project calls with CDPH as needed.

1.3 Designated staff member will communicate technical assistance needs from CDPH in a timely manner.

From start of contract through February 29, 2028.

1.1 A

Contractor employee is designated as the project lead and attends scheduled Academy calls.

9. Progress Reports or Meetings

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

EXHIBIT B Contractor TBD Budget Details and Payment Provisions 24-10591

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

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

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

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

D. Invoice shall:

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

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

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

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

2. Budget Contingency Clause

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

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

3. Prompt Payment Clause

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

4. Timely Submission of Final Invoice

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

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

5. Expense Allowability / Fiscal Documentation

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

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

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

6. Recovery of Overpayments

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

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

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

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

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

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

7. Travel and Per Diem Reimbursement

No travel shall be permitted under this agreement.

Contractor TBD EXHIBIT B-1

COST PROPOSAL 24-10591

EXHIBIT B-1 – COST PROPOSAL

EXHIBIT C Contractor TBD General Terms and Conditions 24-10591

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 24-10591

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…