RFP_26-10016_Exhibits.pdf

SCO ID: 4265-2610016

STATE OF CALIFORNIA- DEPARTMENT OF GENERAL SERVICES ------------�-------------�

STANDARD AGREEMENT AGREEMENT NUMBER

26-10016

PURCHASING AUTHORITY NUMBER (If Applicable)

STD 213 (Rev. 04/2020)

1. This Agreement is entered into between the Contracting Agency and the Contractor named below:

CONTRACTING AGENCY NAME

California Department of Public Health (Also referred to as CDPH or "The State")

CONTRACTOR NAME

TBD

2. The term of this Agreement is:

START DATE

October 1, 2026, or upon approval date, whichever is later.

THROUGH END DATE

June 30, 2029

3. The maximum amount of this Agreement is:

$4,312,883.00 (Four Million, Three Hundred Twelve Thousand, Eight Hundred Eighty -Three Dollars and Zero Cents)

4. The parties agree to comply with the terms and conditions of the following exhibits, which are by this reference made a part of the Agreement.

Exhibits Title

Exhibit A Scope of Work

Exhibit A-1 Services To Be Performed

Exhibit B Budget Detail and Payment Provisions

Exhibit B-1 Budget Proposal

Exhibit C * General Terms and Conditions (02/2025)

Exhibit D Special Terms and Conditions

Exhibit E Additional Provisions

Exhibit F Information Privacy and Security Requirements

Exhibit G Contractor's Release

Items shown with an astensk (*), are hereby incorporated by reference and made part ot this agreement as it attached hereto.

These documents can be viewed at https://www.dgs.ca.gov/OLS/Resources

IN WITNESS WHEREOF, THIS AGREEMENT HAS BEEN EXECUTED BY THE PARTIES HERETO.

CONTRACTOR

CONTRACTOR NAME (if other than an individual, state whether a corporation, partnership, etc.)

TBD

CONTRACTOR BUSINESS ADDRESS

PRINTED NAME OF PERSON SIGNING

CONTRACTOR AUTHORIZED SIGNATURE

CITY

TITLE

DATE SIGNED

Pages

GTC*

I

STATE

I

ZIP

SA

MPLE

SCO ID: 4265-2610016

STATE OF CALIFORNIA- DEPARTMENT OF GENERAL SERVICES ------------�-------------�

STANDARD AGREEMENT

STD 213 (Rev. 04/2020)

CONTRACTING AGENCY NAME

California Department of Public Health

CONTRACTING AGENCY ADDRESS

AGREEMENT NUMBER

26-10016

STATE OF CALIFORNIA

1616 Capitol Avenue, Suite 74.262, M.S. 1802, P.O. Box 997377

PRINTED NAME OF PERSON SIGNING

Ravi Ayer

CONTRACTING AGENCY AUTHORIZED SIGNATURE

CALIFORNIA DEPARTMENT OF GENERAL SERVICES APPROVAL

PURCHASING AUTHORITY NUMBER (If Applicable)

CITY STATE ZIP

Sacramento CA 95814

TITLE

Chief, Centralized Contract Services Unit

DATE SIGNED

EXEMPTION (If Applicable)

PCC exemption pursuant to AB 816 - Chapter 195, Statute 1994, Section 63

SA

MPLE

EXHIBIT A Contractor TBD Scope of Work RFP # 26-10016

EXHIBIT A – SCOPE OF WORK

1. Service Overview

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

Pursuant to Health and Safety Code (HSC) Section 104390, the Contractor shall operate and maintain a statewide tobacco prevention information and resources clearinghouse. The Clearinghouse will provide specialized support on developing and disseminating new and existing educational materials and support tobacco prevention efforts across California by providing timely, efficient, and accessible information and resources to California Tobacco Prevention Program (CTPP)-funded partners.

2. Service Location

The services shall be performed at the Contractor’s place of business, and various locations in California where meetings, trainings, and conferences may be held.

3. Service Hours

The services shall be provided during normal Contractor working hours of 8:00 a.m. to

5:00 p.m. PDT, Monday through Friday.

4. Project Representatives

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

California Department of Public Health

To Be Determined

Telephone: (XXX) XXX-XXXX

Fax: (XXX) XXX-XXXX

E-mail: Xxxxxxxx@xxxxxxxx

[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

California Tobacco Prevention Program

Attention: To Be Determined

Mail Station Code 7206

P.O. Box 997377

Sacramento, CA, 95899-7377

Telephone: (XXX) XXX-XXXX

Fax: (XXX) XXX-XXXX

E-mail: Xxxxxxxx@xxxxxxxx

[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: [Legal Business Name]

Attention “Cashier”:

Address

City, Zip

Phone

Fax

E-mail

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.

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 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.

6. Staffing Requirements

Proposers are required to include the following positions:

Staffing Position Responsibilities Required:

One Staff

75-100% FTE

Project Director/ Coordinator

This position must be listed as the Primary Tobacco Contact in OTIS and act as the primary day-to-day point of contact for CDPH/CTPP communication to the Agency.

This position is responsible for overall and day-to-day management to implement and to evaluate the project; provides oversight of the SOW, budget, progress reports, and invoices;

oversees maintenance of required documents for auditing purposes; implements evaluation activities; prepares required reports; and devotes a minimum of 10 percent of a full-time position (equivalent to four hours per week) to overseeing evaluation activities.

Required:

One Staff or Subcontract/ Consultant

5% FTE

Evaluator This position implements activities such as development of data collection instruments and protocols; provides data collection training; oversees sampling methodology;

data analysis; and report writing. Duties may also include assisting with data translation and dissemination of evaluation results.

The individual designated as the Evaluator must meet the following minimum requirements: 1) at least one course in study design or at least one year of experience determining the study design for an evaluation; 2) have intermediate or higher proficiency in calculating sample size, developing a sampling scheme, and determining appropriate data collection methods; 3) completed one course in program evaluation or one year of planning and implementing a program evaluation; 4) have intermediate or higher proficiency in evaluating behavior change, policy, or media interventions; 5) at least two intermediate courses in statistics; and 6) have intermediate or higher expertise in using statistical software packages to analyze and interpret quantitative data.

The Evaluator must not exceed 5% FTE in the budget.

7. Contractor Responsibilities

A. Maintain an active internet account.

B. All CDPH/CTPP-funded projects and contracts are required to:

C. Utilize OTIS for contract management.

D. Obtain and maintain an active Partners account. Partners is a web-based communication system. CDPH/CTPP-funded projects and contracts are required to access Partners at least once a week to review weekly updates.

E. The Contractor shall employ fiscal/administrative staff with the appropriate training and experience to maintain fiscal accountability and track CDPH/CTPP funds. Staff shall be knowledgeable of and practice: standard accounting and payroll practices (including state and federal tax withholding requirements), maintenance of fiscal/administrative records/documents, appropriate tracking and review/approval of expenditures, and other administrative policies and procedures which will maintain the fiscal integrity of the funds awarded to the Contractor.

F. The Contractor should maintain accounting records that reflect actual expenditures including, but not limited to accounting books, ledgers, documents, and payroll records, including signed timesheets, etc., and will follow standard accounting procedures and practices that properly reflect all direct and indirect expenses related to the funding. These records shall be kept and made available to CDPH/CTPP for three (3) years from the date of the final contract payment.

G. The Contractor is required to expend the contract funds to implement the agreed upon within this agreement and adhere to California Tobacco Prevention Program Policy California Tobacco Prevention Program Administrative Manual. These manuals are in OTIS under the Training Menu, and User Manuals, where users can view and download the latest version of the manual as a PDF file.

8. Audit Requirements

Proposition 56, Subsection 30130.56(a) states that the California State Auditor shall at least biennially conduct an independent financial audit of the state and local agencies who are recipients of Proposition 56 funds. As such, Contractors are to maintain fiscal and program records documenting expenditures and program implementation for three years beyond the term of the contract award.

9. Services to be Performed

See the attached Exhibit A, Attachment I as follows for a detailed description of the services to be performed.

EXHIBIT A-1 Contractor TBD Services To Be Performed RFP # 26-10016

EXHIBIT A-1 – SERVICES TO BE PERFORMED

Objective

By June 30, 2026, the Clearinghouse of California will implement a system to support California Tobacco Prevention Program (CTPP)-funded projects/partners in reaching their objectives by 1) Increasing access to educational materials that are culturally responsive, high-quality resources tailored to audience factors such as language, population, and community values; 2) Providing resources and support to local projects working to create outreach materials to educate and engage communities in tobacco-related work; 3) Providing citation assistance request fulfillments; 4) Providing leadership, training and support to all CTPP-funded projects around educational materials development and dissemination. Activities will enhance the capacity of CTPP-funded projects/partners to work, educate and engage with local, state and national stakeholders. Eighty-five percent (85%) of CTPP-funded projects/partners will Agree or Strongly Agree that the Statewide Provider was very helpful in supporting their project to achieve its objectives.

Activity # Intervention Activity Plan Activity Category Responsible Parties Tracking Measures

1.1

Regularly connect with the California Tobacco Prevention Program (CTPP)-funded statewide projects, and other state, regional, and local partners to obtain information, training, and assistance to revise and/or co-develop priority population educational materials.

Attend all open monthly meetings (e.g., monthly UNDO call, Communities of Practice Meetings) to procure technical assistance and track on issues where additional support may be needed. Seek additional opportunities to collaborate with funded partners by attending in-person or virtual meetings, trainings, conferences, webinars, conference calls, and other opportunities relevant to the scope of work. At least twice per year, conduct a review of current educational materials to update.

Coordination & Collaboration TBD Log - Collaboration

1.2

Develop a public health pipeline (PHP) project that offers at least one (1) internship placement opportunity to students at local trade schools, colleges or universities. As part of the PHP project, 1) establish the necessary agreements with participating colleges/universities, 2) develop a strategic plan for the recruitment of diverse

Coordination & Collaboration

TBD

Agreements with Participating School(s) Internship Guidelines List of Participants Recruitment Plan applicants, 3) create guidelines for developing personalized internship goals/objectives with a diverse pool of participants; and 4) establish reporting processes with participating schools. Provide compensation to participants in the form of salary, stipend or through subcontracting that will not exceed the amount per semester for the hours of service outlined in the budget justification

1.3

Provide quit kit fulfillment for Kick It California (KIC), of approximately 6,000 quit kits annually in English and Spanish. Maintain sufficient inventory, coordinate with printers, and assemble, address, and mail kits within 48 hours of request using first-class postage. Communicate with KICs database twice per week to download orders, ensure confidentiality and weekly data purging, and provide a weekly electronic feedback loop documenting fulfillment activity and turnaround times.

Services operate Monday-Friday, excluding state holidays.

Community Education Activities TBD Quit Kit Fulfillment Report

1.4

Fulfill Stop Tobacco Access to Kids Enforcement (STAKE) Act kits and laminated adhesive STAKE signs (approximately 50,000-60,000 annually) orders from retailers and approved CDPH/CTPP-funded projects.

STAKE Act materials are only available for retailers and CDPH/CTPP funded projects. Orders are not subject to specified limits, however, orders exceeding 500 kits are sent to CDPH/CTPP for approval before being fulfilled.

Community Education Activities

TBD STAKE Act Fulfillment

1.5

Create and maintain an email list with a broad cross-section of tobacco prevention advocates at state, regional, and local levels, including community-based organizations, priority population serving organizations, local health organizations, stakeholders, and CTPP-funded partners. Create and distribute a newsletter to the email list at least six (6) times per reporting period, which will include information such as upcoming events, educational material spotlights, training opportunities, and technical assistance services.

Community Education Activities

Analytics Summary Copy of Newsletter(s) Email List

1.6

Maintain a create-your-own educational material service with the ability to select from pre-approved written, photo and graphic content to create custom educational materials including, but not limited to:

brochures, posters, postcards, rack cards, bookmarks, stickers or signs. Create 2-4 templates per year with customizable pre-vetted content blocks, culturally appropriate photos, 2-4 choices of language, color options and the ability to add logo branding and program/contact information.

Educational Material Development TBD Log - Templates

1.7

Support the printing and distribution of one (1) mailing for approximately 30,000 retailer education materials.

Graphics, color, and paper quality will vary by item.

Ensure high-quality, competitively priced, and timely delivery of materials requested by CTPP.

Educational Material

Development

Distribution Log

1.8 Maintain warehouse facilities for bulk storage and distribution of Kick It California (KIC) materials. Fulfill no-cost catalog orders of up to 1,000 print copies annually per agency.

KIC Fulfillment Report

1.9

Maintain and market an educational materials catalog optimized for digital dissemination, materials ordering system, and access to technical assistance. Materials will be categorized by topic, audience, format, and language and available for digital download, standard formats for in-office printing or camera-ready formats.

Copy of Catalog

1.10

In consultation with CTPP and Material Advisory Team (MAT), annually develop 8-10 new educational materials regarding tobacco education and prevention, public health policy, system and environmental change, including 10-16 specifically for priority population(s) that will be disseminated to CTPP-funded partners and their networks to be used to inform and educate community-based organizations, community members, stakeholders, and decision-makers. MAT will meet at least twice per year, and on an as-needed basis, with CDPH/CTPP staff to review and approve materials. Post newly developed materials to the education materials catalog.

Consumer Testing Summary Report Materials Developed

New/updated materials must be consumer-tested.

Develop the testing instrument and protocol, pilot test it, and revise it as needed for field use. Conduct surveys or interviews with a range of 5-10 people from the intended audience for the material and document participant reactions and feedback for the material. Analyze and summarize participant reactions and feedback for the material.

1.11

In collaboration with appropriate CTPP-funded projects and Statewide Technical Assistance Providers, 5-10 materials will be revised annually. Updates will incorporate the latest statistics and be culturally and linguistically tailored to reflect the needs of CTPP-funded projects, priority populations and the evolving tobacco prevention landscape. All updated materials will be included in the catalog.

Materials Revised

1.12

In collaboration with CTPP Evaluation and Surveillance Section, provide technical assistance and training services on the use and formatting of citations and strategies for identifying the most current and authoritative sources. Respond to 50-75 citation formatting for materials requests annually. Provide 1-2 webinars and create and maintain at least 2-3 resources to educate CTPP-funded projects and partners on best practices for identifying and citing sources and/or formatting citations.

Training and Technical Services

TBD

Log - Technical Assistance

1.13

Provide at least 200 instances of technical assistance (TA) and services annually to CTPP-funded projects and partners design support services will include CTPP Media Unit asset resizing and adding local project branding.

Technical assistance will include information on topics such as developing effective messages, material design, readability, defining the audience, meeting CTPP Policy Manual requirements and accessibility standards, and field testing of materials. TECC will provide language translation services for up to two (2) materials, translated into two (2) different languages per agency, per fiscal year. Primary languages of interest are Spanish, Log - Technical Assistance

Traditional Chinese, Simplified Chinese, Korean, Vietnamese, Punjabi, and Arabic. These services may be used at the request of CDPH/CTPP in creating educational materials for statewide distribution and are not expected to exceed 200 hours. TA and resources will be provided proactively throughout the year and as requested by CTPP-funded projects. Topics will be tracked via the TA log to inform and shape training/affinity group call topics and the ongoing development of relevant tools and resources.

1.14

Conduct 4-6 virtual or in-person trainings annually, approximately 30 to 60 minutes in length for CTPP-funded projects. Training topics should include but are not limited to: use of research and evidence-based strategies for educational material development, and consumer testing, how to communicate more effectively; designing culturally and linguistically appropriate educational materials to reach priority populations; and how to define your audience, develop your message and frame tobacco-related health disparities to promote equity.

Annual Training Plan Log Training Tracking Training Agendas Training Materials

1.15

Provide 50-100 hours of educational materials development support services to CDPH/CTPP. Services may include: photography services, not expected to exceed 25 hours or two (2) projects; language translation services, not expected to exceed 10 hours per fiscal year; consumer testing services two to four (2-4) materials for key materials being adapted for statewide use including for Kick It California (KIC) materials. These services may be used to enhance statewide distribution.

Log - Technical Assistance

1.16 Final Evaluation Reporting Evaluation TBD Brief Evaluation Report

1.17

Collection of Process Data - Education/Participant Survey To inform staff and trainers about how to improve future trainings, webinars, meetings, technical assistance, etc., an education/participant survey will be conducted with a census of all participants after/at the end of the training. A [MODE: online/mobile, a pen and paper]

TBD Education/Participant Coalition Survey Summary Report Education/Participant Survey Instrument and Protocol data collection instrument and protocol will be developed or adapted [in consultation with the Tobacco Control Evaluation Center (TCEC) or from another source] pilot tested, revised, and tailored for use with the intended population and cultures. Data will be analyzed using [TYPE OF ANALYSIS: descriptive statistics, content analysis, other types of qualitative or quantitative analysis] to summarize results. Key findings will be reported and shared with [AUDIENCES: staff, coalition, community leaders, general public, etc.] through [FORMATS: presentation, fact sheet, summary report, media release, podcast, etc.] Lessons learned will be used to [ACTION PLAN: improve future trainings, webinars, meetings, technical assistance, etc.] determine other training, education, or service needs, link to interventions as appropriate, etc.

Evaluation

1.18

Collection of Process Data - Other To inform project staff about the successes and challenges of the internship program, conduct interviews with each intern prior to their completion of the program (i.e., exit interviews). In consultation with TCEC, develop an interview guide to explore topics such as increased self-efficacy to engage in the public health sector, challenges and successes of completing assignments, the value or utility of the skills gained, and whether they would recommend the internship program to other students. Conduct qualitative analysis of the interviews and use the qualitative analysis of interview results to debrief with project team members and identify tangible steps for improving future internship opportunities.

Summarize and report interview findings annually and share results with interns, project staff, and the field via Partners.

KII Instrument and Protocol KII Summary Report Training Materials

1.19

Collection of Process Data - Other Develop and administer one (1) needs assessment in the first six (6) months to CTPP-funded projects to solicit feedback and recommendations to guide project activities on topics such as material dissemination, Survey Instrument Survey Summary educational materials needed, material fulfillment, and training needs. A pen-to-paper or web-based instrument will be used to collect the data. The survey results will be analyzed using descriptive statistics such as percentages, frequencies, and means.

EXHIBIT B Contractor TBD Budget Detail and Payment Provisions RFP # 26-10016

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 Budget Proposal specified in Attachment I of this Exhibit.

C. Invoices shall include the Agreement Number and shall be submitted electronically to the assigned Procurement Manager and CC: CTPPInvoices@cdph.ca.gov not more frequently than monthly in arrears.

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

3) 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.

E. Amounts Payable

The amounts payable under this agreement shall not exceed: To Be Determined

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 mailto:CTPPInvoices@cdph.ca.gov 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 sixty (60) 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 re-payment.

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

Any reimbursement for necessary travel and per diem shall, unless otherwise specified in this

Agreement, be at the rates currently in effect, as established by the California Department of

Human Resources (Cal HR). If the Cal HR rates change during the term of the Agreement, the new rates shall apply upon their effective date and no amendment to this Agreement shall be necessary. No travel outside the state of California shall be reimbursed without prior authorization from the CDPH. Verbal authorization should be confirmed in writing. Written authorization may be in a form including fax or email confirmation.

http://www.calhr.ca.gov/employees/Pages/travel-reimbursements.aspx

8. Prime Contractor DVBE Certification (when required)

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

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

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

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

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

http://www.calhr.ca.gov/employees/Pages/travel-reimbursements.aspx

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

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

EXHIBIT B-1 Contractor TBD Budget Proposal RFP # 26-10016

EXHIBIT B-1 – BUDGET PROPOSAL

(Adjustable Template Can Be Found in Attachment 6)

EXHIBIT C Contractor TBD General Terms and Conditions RFP # 26-10016

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

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

EXHIBIT D Contractor TBD Special Terms and Conditions RFP # 26-10016

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 the 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…