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HomeMy WebLinkAboutP-22-364 Agreement Natasha Kowalski.pdf CO,U County of Fresno INTERNAL SERVICES DEPARTMENT Facilities• Fleet• Graphics• Purchasing •Security•Technology O� 185O ORES PROCUREMENT AGREEMENT Agreement Number P-22-364 September 8, 2022 Natasha Kowalski 316 Alta Vista Dr. Santa Cruz, Ca 95060 The County of Fresno (County) hereby contracts with Natasha Kowalski (Contractor)to provide Comprehensive Evaluation Services for the Tobacco Prevention Program(TPP) in accordance with the text of this agreement, Exhibit"A", Exhibit"B", Exhibit"C", Exhibit"D", and Exhibit"E" by this reference made a part hereof. TERM: This Agreement shall become effective July 1, 2022 and shall remain in effect through June 30, 2025. MINIMUM ORDERS: Unless stated otherwise there shall be no minimum order quantity. The County reserves the right to increase or decrease orders or quantities. CONTRACTOR'S SERVICES: Contractor shall perform the services as described in Exhibit"A" attached, at the rates set forth in Exhibit "B". ORDERS: Orders will be placed on an as-needed basis by County of Fresno, Department of Public Health under this contract. PRICES: Prices shall be firm for the contract period. Payment for services will be in accordance with Exhibit «B„ MAXIMUM: In no event shall services performed and/or fees paid under this Agreement be in excess of Eighty-Seven Thousand Three Hundred and Eighty-Six Dollars ($87,386.00). ADDITIONAL ITEMS: The County reserves the right to negotiate additional items to this Agreement as deemed necessary. Such additions shall be made in writing and signed by both parties. DELIVERY: The F.O.B. Point shall be the destination within the County of Fresno. All orders shall be delivered complete as specified. All orders placed before Agreement expiration shall be honored under the terms and conditions of this Agreement. DEFAULT: In case of default by Contractor, the County may procure the articles/services from another source and may recover the loss occasioned thereby from any unpaid balance due the Contractor or by any other legal means available to the County. The prices paid by County shall be considered the prevailing market price at the time such purchase is made. Inspection of deliveries or offers for delivery, which do not meet specifications, will be at the expense of Contractor. 333 W. Pontiac Way,Clovis,CA 93612/(559)600-7110 *The County of Fresno is an Equal Employment Opportunity Employer PROCUREMENT AGREEMENT NUMBER: P-22-364 Page 2 Natasha Kowalski September 8, 2022 INVOICING: An itemized invoice shall be sent to requesting County department in accordance with invoicing instructions included in each order referencing this Agreement. The Agreement number must appear on all shipping documents and invoices. Invoice terms shall be Net 45 Days. INVOICE TERMS: Net forty-five (45) days from the receipt of invoice. TERMINATION: The County reserves the right to terminate this Agreement upon thirty (30) days written notice to the Contractor. In the event of such termination, the Contractor shall be paid for satisfactory services or supplies provided to the date of termination. Contractor may, by written notice to The County, terminate all or any part of this Agreement at any time and without cause by giving written notice to County of such termination, and specifying the effective date thereof, at least thirty (30) days before the effective date of such termination. LAWS AND REGULATIONS: The Contractor shall comply with all laws, rules and regulations whether they be Federal, State or municipal, which may be applicable to Contractor's business, equipment and personnel engaged in service covered by this Agreement. Exhibit"C"—2022-2025 LLA Guidelines Allocation Agreement Special Terms and Conditions. COMPLIANCE WITH STATE REQUIREMENTS: The Contractor recognizes that The County operates its tobacco prevention program under an agreement with the State of California Department of Public Health and that under said agreement the State imposes certain requirements on The County and its subcontractors. The Contractor shall adhere to all State requirements, including those identified in Exhibits C, D, and E, attached hereto and by this reference incorporated herein and made part of this Agreement. It is understood that Exhibits C, D and E also grant The County certain rights, which are reserved to the State; such rights are fully described therein. AUDITS AND RETENTION: Terms and conditions set forth in the agreement associated with the purchased goods are incorporated herein by reference. In addition, the Contractor shall maintain in good and legible condition all books, documents, papers, data files and other records related to its performance under this contract. Such records shall be complete and available to Fresno County, the State of California, the federal government or their duly authorized representatives for the purpose of audit, examination, or copying during the term of the contract and for a period of at least three years following the County's final payment under the contract or until conclusion of any pending matter(e.g., litigation or audit), whichever is later. Such records must be retained in the manner described above until all pending matters are closed. LIABILITY: The Contractor agrees to: Pay all claims for damage to property in any manner arising from Contractor's operations under this Agreement. Indemnify, save and hold harmless, and at County's request defend the County, its officers, agents and employees from any and all claims for damage or other liability, including costs, expenses (including attorney's fees and costs), causes of action, claims or judgments resulting out of or in any way connected with Contractor's performance or failure to perform by Contractor, its agents, officers or employees under this Agreement, and from any and all costs and expenses (including attorney's fees and costs), damages, liabilities, claims, and losses occurring or resulting to any person, firm or corporation who may be injured or damaged by the performance, or failure to perform, of Contractor, its officers, agents, or employees under this Agreement. INSURANCE: Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following insurance policies or a program of self-insurance, including but not limited to, an insurance pooling arrangement or Joint Powers Agreement(JPA)throughout the term of the Agreement: A. Commercial General Liability: Commercial General Liability Insurance with limits of not less than Two Million Dollars ($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00). This policy shall be issued on a per occurrence basis. County may require specific coverage including completed operations, product liability, contractual liability, Explosion-Col lapse- HTTPS://FRESNOCOUNTY.SHAREPOINT.COM/SITES/ISD/PURCHASING/PUBLIC/CONTRACTS&EXTRACTS/2022 CONTRACTS/P-22-364 NATASHA KOWALSKI/CONTRACTS&AMENDMENTS/P-22-364 AGREEMENT NATASHA KOWALSKI.D000 PROCUREMENT AGREEMENT NUMBER: P-22-364 Page 3 Natasha Kowalski September 8, 2022 Underground, fire legal liability or any other liability insurance deemed necessary because of the nature of the contract. B. Automobile Liability: Comprehensive Automobile Liability Insurance with limits of not less than One Million Dollars ($1,000,000.00) per accident for bodily injury and for property damages. Coverage should include any auto used in connection with this Agreement. C. Professional Liability: If Contractor employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W., M.F.C.C.) in providing services, Professional Liability Insurance with limits of not less than One Million Dollars ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00)annual aggregate. D. Worker's Compensation: A policy of Worker's Compensation insurance as may be required by the California Labor Code. Additional Requirements Relating to Insurance: Contractor shall obtain endorsements to the Commercial General Liability insurance naming the County of Fresno, its officers, agents, and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned. Such coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by County, its officers, agents and employees shall be excess only and not contributing with insurance provided under Contractor's policies herein. This insurance shall not be cancelled or changed without a minimum of thirty (30) days advance written notice given to County. Contractor hereby waives its right to recover from County, its officers, agents, and employees any amounts paid by the policy of worker's compensation insurance required by this Agreement. Contractor is solely responsible to obtain any endorsement to such policy that may be necessary to accomplish such waiver of subrogation, but Contractor's waiver of subrogation under this paragraph is effective whether or not Contractor obtains such an endorsement. Within Thirty(30)days from the date Contractor signs and executes this Agreement, Contractor shall provide certificates of insurance and endorsement as stated above for all of the foregoing policies, as required herein, to the County of Fresno, Department of Public Health, 1221 Fulton Street, 6th floor(Attn contracts) Fresno, Ca 93721, stating that such insurance coverage have been obtained and are in full force; that the County of Fresno, its officers, agents and employees will not be responsible for any premiums on the policies; that such Commercial General Liability insurance names the County of Fresno, its officers, agents and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned; that such coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by County, its officers, agents and employees, shall be excess only and not contributing with insurance provided under Contractor's policies herein; and that this insurance shall not be cancelled or changed without a minimum of thirty(30) days advance, written notice given to County. Certificates of Insurance are to include the contract number at the top of the first page. In the event Contractor fails to keep in effect at all times insurance coverage as herein provided, the County may, in addition to other remedies it may have, suspend or terminate this Agreement upon the occurrence of such event. All policies shall be with admitted insurers licensed to do business in the State of California. Insurance purchased shall be purchased from companies possessing a current A.M. Best, Inc. rating of A FSC VII or better. COMING ON COUNTY PROPERTY TO DO WORK: Contractor agrees to provide maintain and furnish proof of Comprehensive General Liability Insurance with limits of not less than $500,000 per occurrence. INDEPENDENT CONTRACTOR: In performance of the work, duties and obligations assumed by Contractor under this Agreement, it is mutually understood and agreed that Contractor, including any and all of Contractor's officers, agents, and employees will at all times be acting and performing as an independent contractor, and shall act in an independent capacity and not as an officer, agent, servant, employee,joint HTTPS://FRESNOCOUNTY.SHAREPOINT.COM/SITES/ISD/PURCHASING/PUBLIC/CONTRACTS&EXTRACTS/2022 CONTRACTS/P-22-364 NATASHA KOWALSKI/CONTRACTS&AMENDMENTS/P-22-364 AGREEMENT NATASHA KOWALSKI.D000 PROCUREMENT AGREEMENT NUMBER: P-22-364 Page 4 Natasha Kowalski September 8, 2022 venturer, partner, or associate of the County. Furthermore, County shall have no right to control or supervise or direct the manner or method by which Contractor shall perform its work and function. However, County shall retain the right to administer this Agreement so as to verify that Contractor is performing its obligations in accordance with the terms and conditions thereof. Contractor and County shall comply with all applicable provisions of law and the rules and regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof. Because of its status as an independent contractor, Contractor shall have absolutely no right to employment rights and benefits available to County employees. Contractor shall be solely liable and responsible for providing to, or on behalf of, its employees all legally-required employee benefits. In addition, Contractor shall be solely responsible and save County harmless from all matters relating to payment of Contractor's employees, including compliance with Social Security, withholding, and all other regulations governing such matters. It is acknowledged that during the term of this Agreement, Contractor may be providing services to others unrelated to the County or to this Agreement. NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this Agreement nor their rights or duties under this Agreement without the written consent of the other party. AMENDMENTS: This Agreement constitutes the entire Agreement between the Contractor and the County with respect to the subject matter hereof and supersedes all previous negotiations, proposals, commitments, writings, advertisements, publications, Request for Proposals, Bids and understandings of any nature whatsoever unless expressly included in this Agreement. This Agreement supersedes any and all terms set forth in Contractor's invoice. This Agreement may be amended only by written addendum signed by both parties. INCONSISTENCIES: In the event of any inconsistency in interpreting the documents which constitute this Agreement, the inconsistency shall be resolved by giving precedence in the following order of priority: (1)the text of this Agreement (excluding Exhibit"A", Exhibit"B", Exhibit"C", Exhibit"D", and Exhibit"E"); (2) Exhibit "A"; (3) Exhibit"B", (4) Exhibit"C", (5) Exhibit"D", (6) Exhibit"E". GOVERNING LAWS: This Agreement shall be construed, interpreted and enforced under the laws of the State of California. Venue for any action shall only be in County of Fresno. ELECTRONIC SIGNATURES: The parties agree that this Agreement may be executed by electronic signature as provided in this section. A. An "electronic signature" means any symbol or process intended by an individual signing this Agreement to represent their signature, including but not limited to (1) a digital signature; (2)a faxed version of an original handwritten signature; or(3)an electronically scanned and transmitted (for example by PDF document) of a handwritten signature. B. Each electronic signature affixed or attached to this Agreement(1) is deemed equivalent to a valid original handwritten signature of the person signing this Agreement for all purposes, including but not limited to evidentiary proof in any administrative or judicial proceeding, and (2) has the same force and effect as the valid original handwritten signature of that person. C. The provisions of this section satisfy the requirements of Civil Code section 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5, beginning with section 1633.1). D. Each party using a digital signature represents that it has undertaken and satisfied the requirements of Government Code section 16.5, subdivision (a), paragraphs (1)through (5), and agrees that each other party may rely upon that representation. This Agreement is not conditioned upon the parties conducting the transactions under it by electronic means and either party may sign this Agreement with an original handwritten signature. Please acknowledge your acceptance by returning all pages of this Agreement to my office via email or USPS. HTTPS://FRESNOCOUNTY.SHAREPOINT.COM/SITES/ISD/PURCHASING/PUBLIC/CONTRACTS&EXTRACTS/2022 CONTRACTS/P-22-364 NATASHA KOWALSKI/CONTRACTS&AMENDMENTS/P-22-364 AGREEMENT NATASHA KOWALSKI.D000 PROCUREMENT AGREEMENT NUMBER: P-22-364 Page 5 Natasha Kowalski September 8, 2022 Please refer any inquiries in this matter to Erin Jones, Purchasing Analyst, at 559-600-7110 or eiones fresnocountyca.gov FOR THE COUNTY OF FRESNO Digitally signed by Gary Gary Cornuelle Cornuelle Date:2022.09.09 08:47:02-07'00' Gary E. Cornuelle Purchasing Manager 333 W. Pontiac Way Clovis, CA 93612 GEC:EJ HTTPS://FRESNOCOUNTY.SHAREPOINT.COM/SITES/ISD/PURCHASING/PUBLIC/CONTRACTS&EXTRACTS/2022 CONTRACTS/P-22-364 NATASHA KOWALSKI/CONTRACTS&AMENDMENTS/P-22-364 AGREEMENT NATASHA KOWALSKI.D000 PROCUREMENT AGREEMENT NUMBER: P-22-364 Page 6 Natasha Kowalski September 8, 2022 CONTRACTOR TO COMPLETE: Company: Natasha Kowalski Type of Entity: ❑ Individual Q Limited Liability Company ■❑ Sole Proprietorship ❑ Limited Liability Partnership ❑ Corporation ❑ General Partnership 316 Alta Vista Drive Santa Cruz CA 95060 Address City State Zip 831 4255513 natasha@nmkresearch.com TELEPHONE NUMBER FAX NUMBER E-MAIL ADDRESS Print Name & Natasha Kowalski, President Natasha Kowalski, President Title: Print Name &Title: Signature: ,tc�? Signature: ACCOUNTING USE ONLY ORG No.: 56201552 Account No.: 7295 Requisition No.: 5622300047 (06/2022) HTTPS://FRESNOCOUNTY.SHAREPOINT.COM/SITES/ISD/PURCHASING/PUBLIC/CONTRACTS&EXTRACTS/2022 CONTRACTS/P-22-364 NATASHA KOWALSKI/CONTRACTS&AMENDMENTS/P-22-364 AGREEMENT NATASHA KOWALSKI.DOCX PROCUREMENT AGREEMENT NUMBER: P-22-364 Exhibit A September 8, 2022 Natasha Kowalski Scope of Work Evaluation Description Timeline Responsible Party Deliverables Activity#from State Work Plan 1-E-1 Coalition Based on materials used during the previous workplan and/or 07/22-06/24 Evaluator Training Survey Training any existing instruments from other programs and Tobacco Instrument Assessment Control Evaluation Center (TCEC), develop a total of 3-4 post- training assessments for the coalition/and or collaborative Training Survey YEAR 2 partner trainings. Key questions will assess whether Summary participants' knowledge and/or skills increased, whether they Report plan to use what they learned, and the quality of the presenter(s). Data will be analyzed using descriptive statistics and content analysis. Write a total of 3-4 reports summarizing the post-training assessments of the coalition trainings. 1-E-2 Key Conduct a qualitative analysis of the Endgame Commercial 07/22-12/22 Evaluator Endgame KII Informant Interview Tobacco Commercial Campaign key informant interview (KII) Summary Report results collected by TPP to determine effective Report YEAR approaches/tactics, identify points of view, and anticipate facilitators and barriers to adopting or implementing a comprehensive retail policy and summarize the interview findings in one report. 1-E-5 Observation Write a total of two reports (one in fall 2022 and one in spring 07/22-06/24 Evaluator End Report 2024), to summarize the Endgame Commercial Tobacco Commercial Commercial Campaign observation survey data at tobacco Tobacco YEAR 1 &YEAR 2 retailers in the City of Fresno. Descriptive statistics will be used Campaign to analyze and summarize the data. Results will be used to Observation document the number of stores selling flavored tobacco, using Summary price promotions, and the minimum price/pack size in the Report targeted community before and after interventions, and a comparison of the two waves will inform the final evaluation report(FER). 1-E-6 Consumer The consumer testing instrument that was used during the 07/22-06/24 Evaluator Consumer Testing previous contract will be adapted to create a total of 2-4 public Testing intercept surveys to consumer test factsheets, flyers, and/or Instruments YEAR 1 &YEAR 2 endorsement forms for community members and/or elected officials about retail issues, survey results, and/or the newly adopted ordinance developed by TPP staff. Participant End responses will be summarized and analyzed for common Commercial themes in a total of 2-4 reports to help with revising and Tobacco improving the materials. Campaign Observation Summary Report Page 1 of 5 PROCUREMENT AGREEMENT NUMBER: P-22-364 Exhibit A September 8, 2022 Natasha Kowalski Scope of Work 1-E-7 Tobacco To document the projects organizational history, learn from past 01/24-6/25 Evaluator Tobacco Retail Retail Licensing efforts, and share strategies with other projects, complete one Licensing Final Final Evaluation final evaluation report. Tell Your Story reporting guidelines from Evaluation Report the Tobacco Control Evaluation Center(TCEC)will be used to Report write a report that documents what the project was trying to YEAR 2 &YEAR 3 achieve, how the project went about it, what happened as a result, and lessons learned. The highlights of the report will be described in the report's abstract. 1-E-8 Public Adapt the California Tobacco Control Program's (CTCP) 07/22-12/23 Evaluator POS Instrument Opinion Survey Endgame public opinion survey (POS)to make it appropriate for and Protocol YEAR 1 City of Fresno residents. Data will be analyzed using descriptive statistics to document tobacco endgame knowledge, POS Summary awareness, beliefs, and demographic information provided by Report survey participants. Write one report summarizing the Endgame public opinion survey of Fresno City residents. 1-E-9 Interactive Develop a total of 4-6 interactive assessments (e.g., Kahoot 07/22--06/24 Evaluator Summary of Assessments quizzes)for the series of the photovoice workshops Key Findings YEAR 1 &YEAR 2 implemented by TPP for the YA Coalition members. Develop one participant survey to be administered by TPP at the end of Survey the photovoice project to measure the YA Coalition's skill sets Instrument before and after involvement(retrospective questions), value derived from taking part, and feedback for improvement of the photovoice project. Write a report summarizing the results of the interactive assessments and the participant survey. 2-E-1 Coalition Utilize data collected from the online annual coalition 01/23-06/23; Evaluator Assessment satisfaction survey to draft a total of 3 summary reports. Data 01/24-06/24; Coalition Survey YEAR 1, 2 & 3 will be analyzed using descriptive statistics and content 01/25-06/25 Summary analysis, and TPP will use the results to improve meetings, Report functioning, training needs, and diversity. Key results from all reports will be compared to identify any changes in the Coalition over time. 2-E-3 Consumer Analyze the consumer testing results of the recruitment 07/22-06/23 Evaluator Consumer Testing Report materials developed by TPP for the young adult (YA) coalition Testing members/student workers for common themes. Summarize the Summary analysis in a total of 1 report to help with revising and improving Report the materials. 2-E-4 Participants Utilize the online survey instrument developed during the 07/22-12/22; Evaluator Training Survey previous workplan for the Community Action Model (CAM) and 07/23-12/23; Summary YEAR 1, 2 & 3 adapt it to develop a total of one participant survey to assess 07/24-12/24 Report whether the YAs' knowledge and abilities increased after participating in the trainings. This survey will be administered by Training Survey TPP staff to YA Coalition members three times in the work plan. Instrument Page 2 of 5 PROCUREMENT AGREEMENT NUMBER: P-22-364 Exhibit A September 8, 2022 Natasha Kowalski Scope of Work Write a total of 3 reports, one for each wave of surveys (wave 1 in fall of 2022, wave 2 in fall of 2023, wave 3 in fall of 2024), summarizing the participant surveys of YAs. Data will be analyzed using descriptive statistics and content analysis, and the results will be compared to assess changes in knowledge and skills. TPP will share the results with trainers and/or staff and will use to improve future trainings, to determine whether any additional training or technical assistance is needed. 2-E-5 Member Based on existing instruments from other tobacco control 07/22-12/22 Evaluator Young Adult Participation programs, develop one engagement tracking tool, referred to as Coalition Record the Member Participation Record and tracking instructions that Participation will be used by TPP to track the YA coalition members' Tracking Form participation in tobacco control activities, trainings, and meetings. Young Adult Coalition Participation Tracking Instructions 2-E-6 Brief Final To document the projects organizational history, learn from past 01/24-6/25 Evaluator Brief Final Evaluation Report efforts, and share strategies with other projects, complete one Evaluation brief evaluation report. Tell Your Story reporting guidelines from Report the TCEC will be used to write a report that documents what the project was trying to achieve, how the project went about it, what happened as a result, and lessons learned. The highlights of the report will be described in the report's abstract. 2-E-7 Key 1. Develop one KII instrument to assess the strengths, 07/24-06/25 Evaluator KII Instrument Informant weaknesses, and impact of the YA Coalition. and Protocol Interviews 2. Create a KII interview protocol and review the protocol with TPP staff. Summary of 3. Conduct a qualitative analysis of the KII results and Key Findings summarize the interview findings in one report. 3-E-1 Post-Training Based on materials used during the previous workplan and/or 07/22-3-06/24 Evaluator Training Survey Assessments any existing instruments from other programs and TCEC, Instrument develop a total of 1-2 post-training assessments for the Fowler YEAR 1 &YEAR 2 Workgroup and/or coalition member trainings. Key questions Training Survey will assess whether participants' knowledge and/or skills Summary increased, whether they plan to use what they learned, and the Report quality of the presenter(s). Data will be analyzed using descriptive statistics and content analysis. Write a total of 1-2 reports summarizing the post-training assessments of the trainings. 3-E-2 Key Develop one KII instrument to understand policy implementation 01/24-06/25 Evaluator Summary Informant and assess compliance levels of the smokefree multi-unit Report of Key Interviews housing MUH policy in Fowler after the policy is passed for Findings Page 3 of 5 PROCUREMENT AGREEMENT NUMBER: P-22-364 Exhibit A September 8, 2022 Natasha Kowalski Scope of Work YEAR 2 &YEAR 3 elected officials, city staff, compliance support staff(city attorneys, fire departments, building and code inspectors, KII Instrument and/or law enforcement), multi-unit housing (MUH) managers, and Protocol management companies, and/or owners. Conduct qualitative analysis of the interview results to summarize interview findings in one report. 3-E-3 Observation Provide the recommended sample size of MUH complexes to 07/22-06/23; Evaluator Summary of Surveys be surveyed in Fowler and adapt a previously created 01/25-06/25 Key Findings Year 1 &Year 3 observation survey instrument for TPP staff to conduct 2 waves of observations surveys (1 pre-policy adoption and 1 post-policy Survey adoption). Write two reports, one for each wave (wave 1 in Instrument spring of 2023 and wave 2 in spring of 2025), summarizing the observations of MUH complexes. 3-E-6 Smokefree To document the projects organizational history, learn from past 01/24-6/25 Evaluator Smokefree MUH Brief Final efforts, and share strategies with other projects, complete one MUH Brief Final Evaluation Report final evaluation report. Tell Your Story reporting guidelines from Evaluation the Tobacco Control Evaluation Center(TCEC)will be used to Report Year 3 write a report that documents what the project was trying to achieve, how the project went about it, what happened as a result, and lessons learned. The highlights of the report will be described in the report's abstract. Administrative Activities Description Timeline Responsible Deliverables Party A. Participate in teleconferences with Project Director to discuss upcoming evaluation (Ongoing) Evaluator Log activities and provide technical assistance regarding evaluation topics (approximately 8 - 10 hours per year). This includes a call every six months to review the timeline for progress report period. B. Attend training sessions, conferences, conference calls, and webinars on specific (Ongoing) Evaluator Copies of content areas as needed such as, evaluation data analysis, writing evaluation training agendas reports, how to adapt evaluation instruments developed by CTCP, smokefree MUH, tobacco retail licensing, etc. C. Work collaboratively with TPP and the California Tobacco Control Program (Ongoing) Evaluator Evaluation Plan (CTCP)to revise the 2022-2025 evaluation plan as twice (up to 12 hours per year) and Plan over the course of the contract. Updates Update the timeline for the 22-25 workplan as needed and share with TPP staff. Ongoing Evaluator Timeline Page 4 of 5 PROCUREMENT AGREEMENT NUMBER: P-22-364 Exhibit A September 8, 2022 Natasha Kowalski Scope of Work D. Assist in the development of the comprehensive evaluation plan for the next work 07/24-12/24 to Evaluator Developed plan and make revisions if necessary. This includes the following activities: 01/25-06/25 Evaluation • Review the California Tobacco Control Program's (CTCP) guidelines and Workplan participate in relevant webinars. • Provide an evaluation plan for each objective that includes process and outcome measures, sample sizes, description of the survey instruments, who to interview, tracking measures, responsible parties, and dates to be completed. • Provide input on the objectives and intervention plan. • Make revisions based on CTCP's feedback. E. Submit monthly invoices to DPH within 30 days of the end of the previous month. Ongoing Evaluator Monthly Invoices Page 5 of 5 PROCUREMENT AGREEMENT NUMBER: P-22-364 September 8, 2022 EXHIBIT B Page 1 of 3 Tobacco Prevention Program Evaluator Budget Year 1 (7/1/22 - 6/30/23) Personnel Hours Rate Total Cost Evaluator 279 $103 $28,737 Benefits (i.e. health, dental, and vision costs; FICA—Social Security and Medicare ) Provided in-kind Subtotal $28,737 Materials/Supplies Unit Unit Cost Total Cost Office supplies (i.e. general office supplies, Provided in-kind computer-related supplies such as laser printer/copier cartridges, etc.) Subtotal $0 Travel Unit Unit Cost Total Cost Mileage, conference registration, hotels, etc. Subtotal $0 Other Costs Unit Unit Cost Total Cost Communications (i.e. internet& phone provider) Provided in-kind Equipment (Le. computer, printer, etc.) Provided in-kind Commercial general liability insurance Provided in-kind Subtotal $0 Indirect Total Cost 5%of Personnel costs (includes: administrative $1,437 expenses such as overhead, accounting, utilities, building and equipment maintenance, etc.) Subtotal $1,437 Year 1 Total $30,174 PROCUREMENT AGREEMENT NUMBER: P-22-364 September 8, 2022 EXHIBIT B Page 2 of 3 Tobacco Prevention Program Evaluator Budget Year 2 (7/1/23 - 06/30/24) Personnel Hours Rate Total Cost Evaluator 225 $103 $23,175 Benefits (i.e. health, dental, and vision costs; FICA—Social Security and Medicare ) Provided in-kind Subtotal $23,175 Materials/Supplies Unit Unit Cost Total Cost Office supplies (i.e. general office supplies, Provided in-kind computer-related supplies such as laser printer/copier cartridges, etc.) Subtotal $0 Travel Unit Unit Cost Total Cost Mileage, conference registration, hotels, etc. $0 Subtotal $0 Other Costs Unit Unit Cost Total Cost Communications (i.e. internet& phone provider) Provided in-kind Equipment (Le. computer, printer, etc.) Provided in-kind Commercial general liability insurance Provided in-kind Subtotal $0 Indirect Total Cost 5%of Personnel costs (includes: administrative $1,159 expenses such as overhead, accounting, utilities, building and equipment maintenance, etc.) Subtotal $1,159 Year 2 Total $24,334 PROCUREMENT AGREEMENT NUMBER: P-22-364 September 8, 2022 EXHIBIT B Page 3 of 3 Tobacco Prevention Program Evaluator Budget Year 3 (7/1/24- 6/30/25) Personnel Hours Rate Total Cost Evaluator 304 $103 $31,312 Benefits (i.e. health, dental, and vision costs; FICA—Social Security and Medicare ) Provided in-kind Subtotal $31,312 Materials/Supplies Unit Unit Cost Total Cost Office supplies(i.e. general office supplies, Provided in-kind computer-related supplies such as laser printer/copier cartridges, etc.) Subtotal $0 Travel Unit Unit Cost Total Cost Mileage, conference registration, hotels, etc. Subtotal $0 Other Costs Unit Unit Cost Total Cost Communications (i.e. Internet& phone provider) Provided in-kind Equipment (i.e. computer, printer, etc.) Provided in-kind Commercial general liability insurance Provided in-kind Subtotal $0 Indirect Total Cost 5%of Personnel costs (includes: administrative $1,566 expenses such as overhead, accounting, utilities, building and equipment maintenance, etc.) Subtotal $1,566 Year 3 Total $32,878 PROCUREMENT AGREEMENT NUMBER: P-22-364 EXHIBIT C September 8, 2022 2022-2025 Local Lead Agency Allocation Agreement Terms and Conditions Page Iof4 EXHIBIT C STANDARD GRANT CONDITIONS 1. APPROVAL: This Grant is of no force or effect until signed by both parties and approved by the Department of General Services, if required. The Grantee may not commence performance until such approval has been obtained 2. AMENDMENT: No amendment or variation of the terms of this Grant shall be valid unless made in writing, signed by the parties, and approved as required. No oral understanding or Agreement not incorporated in the Grant is binding on any of the parties. In no case shall the Department materially alter the scope of the Project set forth in Exhibit A. 3. ASSIGNMENT: This Grant is not assignable by the Grantee,either in whole or in part, without the written consent of the Grant Manager in the form of a written amendment to the Grant. 4. AUDIT: Grantee agrees that the Department,the Bureau of State Audits, or their designated representative shall have the right to review and to copy any records and supporting documentation pertaining to this Grant. Grantee agrees to maintain such records fora possible audit for a minimum of three (3)years after final payment or completion of the project funded with this Grant, unless a longer period of records retention is stipulated. Grantee agrees to allowthe auditor(s)access to such records during normal business hours and to allow interviews of any employees who might reasonably have information related to such records. Further, Grantee agrees to include a similar right of the State to audit records and interviewstaff in any subcontract related to the project. 5. CONFLICT OF INTEREST: Grantee certifies that it is in compliance with all applicable state and/or federal conflict of interest laws. 6. INDEMNIFICATION: Grantee agrees to indemnify, defend and save harmless the State,its officers, agents and employees from any and all claims and losses accruing or resulting to any and all contractors, subcontractors,suppliers,laborers, and any other person,firm or corporation furnishing or supplying work services, materials, or supplies in connection with the project, and from any and all claims and losses accruing or resulting to any person, firm or corporation who may be injured or damaged by Grantee in the performance of any activities related to the Project. 7. FISCAL MANAGEMENT SYSTEMS AND ACCOUNTING STANDARDS: Grantee agrees that, at a minimum, its fiscal control and accounting procedures will be sufficient to permit tracing of all grant funds to a level of expenditure adequate to establish that such funds have not been used in violation of any applicable state or federal law, or the provisions of this Grant. Grantee further agrees that it will maintain separate Project accounts in accordance with generally accepted accounting principles. 8. GOVERNING LAW: This Grant is governed by and shall be interpreted in accordance with the laws of the State of California. PROCUREMENT AGREEMENT NUMBER: P-22-364 EXHIBIT C September 8, 2022 2022-2025 Local Lead Agency Allocation Agreement Terms and Conditions Page 2 of 4 9. INCOM E RESTRICTIONS: Grantee agrees that any refunds, rebates, credits,or other amounts (including any interest thereon) accruing to or received by the Grantee under this Grant shall be paid by the Grantee to the Department, to the extent that they are properly allocable to costs for which the Grantee has been reimbursed by the Department underthis Grant. 10. INDEPENDENT CONTRACTOR: Grantee, and its agents and employees of Grantee, in the performance of the Project, shall act in an independent capacity and not as officers, employees or agents of the Department. 11. M EDIA EVENTS: Grantee shall notify the Department's Grant Manager in writing at least twenty (20)working days before any public or media event publicizing the accomplishments and/or resultsof the Projectand providethe opportunity for attendance and participation by Department's representatives. 12. NO THIRD-PARTY RIGHTS: The Department and Grantee do not intend to create any rights or remedies for any third- party as a beneficiary of this Grant or the project. 13. NOTICE: Grantee shall promptly notify the Department's Grant Manager in writing of any events, developments or changes that could affect the completion of the project or the budget approved forthis Grant. 14. PROFESSIONALS: Grantee agrees that only licensed professionals will be used to perform services under this Grantwhere such services are called for. 15. RECORDS: Grantee certifies that it will maintain Project accounts in accordance with generally accepted accounting principles. Grantee further certifies that it will comply with the following conditions for a grant award as set forth in the Request for Applications (Exhibit D) and the Grant Application (Exhibit A). A. Establish an official file for the Project which shall adequately document all significant actions relative to the Project; B. Establish separate accounts which will adequatelyand accurately depict all amounts received and expended on this Project, including all grant funds received under this Grant; C. Establish separate accounts which will adequately depict all income received which is attributable to the Project, especially including any income attributable to grant funds disbursed under this Grant; D. Establish an accounting system which will adequately depict final total costs of the Project, including both directand indirectcosts; and, E. Establish such accounts and maintain such records as may be necessaryfor the state to fulfill federal reporting requirements, including any and all reporting requirements under federal tax statutes or regulations. 16. RELATED LITIGATION: Under no circumstances may Grantee use funds from any disbursement underthis Grant to pay for costs associated with any litigation between the Grantee and the Department. PROCUREMENT AGREEMENT NUMBER: P-22-364 EXHIBIT C September 8, 2022 2022-2025 Local Lead Agency Allocation Agreement Terms and Conditions Page 3 of 4 17. RIGHTS IN DATA: Grantee and the Department agree that all data,plans, drawings, specifications,reports,computer programs, operating manuals, notes,and other written or graphic work submitted under Exhibit A in the performance of the Project funded by this Grant shall be in the public domain. Grantee may disclose,disseminate and use in whole or in part, any final form data and information received, collected, and developed under this Project, subject to appropriate acknowledgment of credit to the Department forfinancial support. Grantee shall not utilize the materials submitted to the Department(except data)for any profit making venture or sell or grant rights to a third-party who intends to do so. The Department has the right to use submitted data for all governmental purposes. 18.VENUE: (This provision does not apply to Local Governmental Entities) The Department and Grantee agree that any action arising out of this Grant shall be filed and maintained in the Superior Court, California. Granteewaives any existing sovereign immunity for the purposes of this Grant, if applicable. 19. STATE-FUNDED RESEARCH GRANTS: A. Grantee shall provide forfree public access to any publication of a department-funded invention or department-funded technology. Grantee further agrees to all terms and conditions required by the California Taxpayer Access to Publicly Funded Research Act (Chapter 2.5 (commencing with Section 13989)of Part 4.5 of Division 3 of Title 2 of the Government Code). B. As a condition of receiving the research grant, Grantee agrees to thefollowing terms and conditions which are set forth in GovemmentCode section 13989.6 ("Section 13989.E"): 1) Grantee is responsible for ensuring that any publishing or copyright agreements concerning submitted manuscripts fully complywith Section 13989.6. 2) Grantees shall report to the Department the final disposition of the research grant, including, but not limited to, if it was published, when it was published,where it was published, when the 12-month time period expires, and where the manuscriptwill be available for open access. 3) For a manuscript that is accepted for publication in a peer-reviewed journal, the Grantee shall ensure that an electronic version of the peer-reviewed manuscript is available to the department and on an appropriate publicly accessible database approved by the Department, including, but not limited to, the University of California's eScholarship Repository at the California Digital Library, PubMed Central, or the California Digital Open Source Library, to be made publicly available not later than 12 months after the official date of publication. Manuscripts submitted to the California Digital Open Source Library shall be exempt from the requirements in subdivision (b) of Section 66408 of the Education Code. Grantee shall make reasonable efforts to comply with this requirement by ensuring that their manuscript is accessible on an approved publicly accessible database, and notifying the Departmentthat the manuscript is available on a department-approved database. If Grantee is unable to ensure that their manuscript is accessible on an approved publicly accessible database, Grantee may comply by providing the manuscript to the Department not later than 12 months afterthe official date of publication. PROCUREMENT AGREEMENT NUMBER: P-22-364 EXHIBIT C September 8, 2022 2022-2025 Local Lead Agency Allocation Agreement Terms and Conditions Page 4 of 4 4) For publications other than those described inparagraph B.3 above„ including meeting abstracts, Grantee shall comply by providing the manuscript to the Department not laterthan 12 months after the official date of publication. 5) Grantee is authorized to use grant moneyfor publication costs, including fees charged by a publisher for color and page charges, or fees fordigital distribution. PROCUREMENT AGREEMENT NUMBER: P-22-364 September 8, 2022 2022-2025 Local Lead Agency Guidelines Allocation Agreement Terms and Conditions Exhibit D Special Terms and Conditions (For Subvention/Local Assistance Agreements) The provisions herein apply to this Agreement unless the provisions are removed by reference, the provisions are superseded by an alternate provision appearing elsewhere in this Agreement, or the applicable conditions do not exist. Index of Special Terms and Conditions 1. Procurement Rules 11. Officials Not to Benefit 2. Equipment Ownership/ Inventory/ 12. Prohibited Use of State Funds for Software Disposition 13. Contract Uniformity(Fringe Benefit 3. Subcontract Requirements Allowability) 4. Income Restrictions 14. Cancellation 5. Site Inspection 6. Intellectual Property Rights 7. Prior Approval of Training Seminars, Workshops or Conferences 8. Confidentiality of Information 9. Documents, Publications, and Written Reports 10. Dispute Resolution Process Page 1 of 16 PROCUREMENT AGREEMENT NUMBER: P-22-364 September 8, 2022 Exhibit D Special Terms and Conditions 1. Procurement Rules (Applicable to all agreements in which equipment, property, commodities and/or supplies are furnished by CDPH or expenses for said items are reimbursed with state or federal funds.) a. Equipment definitions Wherever the term equipment/property is used, the following definitions shall apply: (1) Major equipment/property: A tangible or intangible item having a base unit cost of $5.000 or more with a life expectancy of one(1) year or more and is either furnished by CDPH or the cost is reimbursed through this Agreement. Software and videos are examples of intangible items that meet this definition. (2) M i nor equipment/property:Atangible item having abase unit cost of less than$5.000with a life expectancy of one (1) year or more and is either furnished by CDPH or the cost is reimbursed through this Agreement. b. Government and public entities (including state colleges/universities and auxiliary organizations), whether acting as a contractor,may secure all commodities,supplies, equipment and services related to such purchases that are required in performance of this Agreement. Said procurements are subject to Paragraphs d through g of this provision. Paragraph c of this provision shall also apply, if equipment purchases are delegated to subcontractors that are nonprofit organizations or commercial businesses. c. Nonprofit organizations and commercial businesses,whether acting as a contractor and/or subcontractor, may secure commodities, supplies, equipment and services related to such purchases for performance underthis Agreement. (1) Equipment purchases shall not exceed $50,000 annually. To secure equipment above the annual maximum limit of$50,000, the Contractorshall make arrangements through the appropriate CDPH Program Contract Manager, to have all remaining equipment purchased through CDPH's Purchasing Unit. The cost of equipment purchased by or through CDPH shall be deducted from the funds available in this Agreement. Contractor shall submit to the CDPH Program Contract Manager a list of equipment specifications for those items that the State must procure. The State may pay the vendor directly for such arranged equipment purchases and title to the equipment will remain with CDPH. The equipment will be delivered to the Contractor's address, as stated on the face of the Agreement, unless the Contractor notifies the CDPH Program Contract Manager, in writing, of an alternate delivery address. (2) All equipment purchases are subject to paragraphs d through g of this provision. Paragraph b of this provision shall also apply, if equipment purchases are delegated to subcontractors that are either a government or public entity. (3) Nonprofit organizations and commercial businesses, shall use a procurement system that meets the following standards: (a) Maintain a code or standard of conduct that shall govern the performance of its officers, Page 2 of 16 PROCUREMENT AGREEMENT NUMBER: P-22-364 September 8, 2022 Exhibit D Special Terms and Conditions employees, or agents engaged in awarding procurement contracts. No employee,officer, or agent shall participate in the selection, award, or administration of a procurement, or bid contract in which, to his or her knowledge, he or she has a financial interest. (b) Procurements shall be conducted in a manner that provides, to the maximum extent practical, open, and free competition. (c) Procurements shall be conducted in a manner that provides for all of the following: [1] Avoid purchasing unnecessary or duplicate items. [2] Equipment solicitations shall be based upon a clear and accurate description of the technical requirements of the goods to be procured. [3] Take positive steps to utilize small and veteran owned businesses. d. Unless waived or otherwise stipulated in writing by CDPH, prior written authorization from the appropriate CDPH Program Contract Manager will be required before the Contractor will be reimbursed for any purchase exceeding $2,500 or more for commodities, supplies, equipment, and services related to such purchases. The Contractor must provide in its request for authorization all particulars necessary, as specified by CDPH, for evaluating the necessity or desirability of incurring such costs. The term"purchase"excludes the purchase of services from a subcontractor and public utility services at rates established for uniform applicability to the general public. e. In special circumstances, determined by CDPH(e.g., when CDPH has a need to monitor certain purchases, etc.), CDPH may require prior written authorization and/or the submission of paid vendor receipts for any purchase, regardless of dollar amount. CDPH reserves the right to either deny claims for reimbursement or to request repayment for any Contractor purchase that CDPH determines to be unnecessary in carrying out performance underthis Agreement. f. The Contractor must maintain a copy or narrative description of the procurement system, guidelines, rules, or regulations that will be used to make purchases under this Agreement. The State reserves the right to request a copy of these documents and to inspect the purchasing practices of the Contractor at any time. g. For all purchases, the Contractor must maintain copies of all paid vendor invoices, documents, bids and other information used in vendor selection, for inspection or audit. Justifications supporting the absence of bidding (i.e., sole source purchases)shall also be maintained on file by the Contractor for inspection or audit. 2. Equipment Ownership/Inventory/Disposition (Applicable to agreements in which equipment and/or property is furnished by CDPH and/or when said items are purchased or reimbursed with state) a. Wherever the terms equipment and/or property are used in this provision, the definitions in provision 1, paragraph a., shall apply. Unless otherwise stipulated in this Agreement, all equipment and/or property that are Page 3 of 16 PROCUREMENT AGREEMENT NUMBER: P-22-364 September 8, 2022 Exhibit D Special Terms and Conditions purchased/reimbursed with agreement funds or furnished by CDPH under the terms of this Agreement shall be considered state equipment and the property of CDPH. (1) CDPH requires the reporting, tagging and annual inventorying of all equipment and/or property that is furnished by CDPH or purchased/reimbursed with funds provided through this Agreement. Upon receipt of equipment and/or property,the Contractorshall reportthe receiptto the CDPH Program Contract Manager. To report the receipt of said items and to receive property tags, Contractor shall use a form or format designated by CDPH's Asset Management Unit. If the appropriate form (i.e., Contractor Equipment Purchased with CDPH Funds) does not accompany this Agreement,Contractorshall requesta copyfromthe CDPH Program Contract Manager. (2) If the Contractor enters into an agreement with a term of more than twelve months, the Contractor shall submit an annual inventory of state equipment and/or property to the CDPH Program Contract Manager using a form orformat designated by CDPH's Asset Management Unit. If an inventory reportform(i.e., Inventory/Disposition of CDPH-Funded Equipment)does not accompany this Agreement, Contractor shall request a copy from the CDPH Program Contract Manager. Contractor shall: (a) Include in the inventory report, equipment and/or property in the Contractor's possession and/or in the possession of a subcontractor(including independent consultants). (b) Submit the inventory report to CDPH according to the instructions appearing on the inventory form or issued by the CDPH Program Contract Manager. (c) Contact the CDPH Program Contract Manager to learn how to remove, trade-in, sell, transfer or survey off, from the inventory report, expired equipment and/or property that is no longer wanted, usable or has passed its life expectancy. Instructions will be supplied by CDPH's Asset Management Unit. b. Title to state equipment and/or property shall not be affected by its incorporation or attachment to any property not owned by the State. c. Unless otherwise stipulated, CDPH shall be under no obligation to pay the cost of restoration, or rehabilitation of the Contractor's and/or Subcontractor's facility which may be affected by the removal of any state equipment and/or property. d. The Contractorshall maintain and administera sound business program for ensuring the proper use, maintenance, repair, protection, insurance and preservation of state equipment and/or property. (1) In administering this provision, CDPH may require the Contractor to repair or replace, to CDPH's satisfaction,anydamaged,lostorstolen state equipmentand/or property.Contractor shall immediately file a theft report with the appropriate police agency or the California Highway Patrol and Contractor shall promptly submit one copy of the theft report to the CDPH Program Contract Manager. e. Unless otherwise stipulated by the program funding this Agreement, equipment and/or property purchased/reimbursed with agreement funds or furnished by CDPH under the terms of this Page 4 of 16 PROCUREMENT AGREEMENT NUMBER: P-22-364 September 8, 2022 Exhibit D Special Terms and Conditions Agreement, shall only be used for performance of this Agreement or another CDPH agreement. f. Within sixty (60) calendar days prior to the termination or end of this Agreement, the Contractor shall provide a final inventory report of equipment and/or property to the CDPH Program Contract Manager and shall, at that time, query CDPH as to the requirements, including the manner and method, of returning state equipment and/or property to CDPH. Final disposition of equipment and/or propertyshall beat CDPH expense and according to CDPH instructions. Equipment and/or property disposition instructions shall be issued by CDPH immediately after receipt of the final inventory report.At the termination or conclusion of this Agreement,CDPH may at its discretion, authorize the continued use of state equipment and/or propertyfor performance of work under a different CDPH agreement. g. Motor Vehicles (Applicable only if motor vehicles are purchased/reimbursed with agreementfunds or furnished by CDPH under this Agreement.) (1) If motor vehicles are purchased/reimbursed or furnished by CDPH under the terms of this Agreement, within thirty(30) calendar days priorto the termination or end of this Agreement, the Contractor shall return such vehicles to CDPH and shall deliver all necessary documents of title or registration to enable the propertransfer of a marketable title to CDPH. (2) If motor vehicles are purchased/reimbursed or furnished by CDPH under the terms of this Agreement, the State of California shall be the legal owner of said motor vehicles and the Contractor shall be the registered owner. The Contractor shall only use said vehicles for the performance under the terms of this Agreement. (3) The Contractor agree that all operators of motorvehicles,purchased/reimbursed orfurnished by CDPH under the terms of this Agreement, shall hold a valid State of California driver's license. In the event that ten or more passengers are to be transported in any one vehicle, the operator shall also hold a State of California Class B driver's license. (4) If any motor vehicle is purchased/reimbursed or furnished by CDPH under the terms of this Agreement, the Contractor, as applicable, shall provide, maintain, and certify that, at a minimum, the following type and amount of automobile liability insurance is in effect during the term of this Agreement or any extension period during which any vehicle remains in the Contractor's possession: Automobile Liability Insurance (a) The Contractor, by signing this Agreement, hereby certifies that it possesses or will obtain automobile liability insurance in the amount of$1,000,000 per occurrence for bodily injury and property damage combined. Said insurance must be obtained and made effective upon the delivery date of any motor vehicle, purchased/reimbursed with agreement funds or furnished by CDPH under the terms of this Agreement, to the Contractor. (b) The Contractor shall, as soon as practical, furnish a copy of the certificate of insurance to the CDPH Program Contract Manager.The certificate of insuranceshall identifythe CDPH contract or agreement number for which the insurance applies. Page 5 of 16 PROCUREMENT AGREEMENT NUMBER: P-22-364 September 8, 2022 Exhibit D Special Terms and Conditions (c) The Contractor agree that bodily injury and property damage liability insurance, as required herein,shall remain in effect at all times during the termof this Agreementor until such time as the motor vehicle is returned to CDPH. (d) The Contractor agree to provide,at leastthirty(30)days priorto the expiration date of said insurance coverage, a copy of a new certificate of insurance evidencing continued coverage, as indicated herein, for not less than the remainder of the term of this Agreement, the term of any extension or continuation thereof, or for a period of not less than one (1)year. (e) The Contractor, if not a self-insured government and/or public entity, must provide evidence, that any required certificates of insurance contain the following provisions: [1] The insurer will not cancel the insured's coverage without giving thirty (30) calendar days prior written notice to the State. [2] The State of California, its officers, agents, employees, and servants are included as additional insureds, but only with respect to work performed for the State under this Agreement and any extension or continuation of this Agreement. [3] The insurance carrier shall notify CDPH, in writing, of the Contractor's failure to pay premiums; its cancellation of such policies; or any other substantial change, including, but not limited to, the status, coverage, or scope of the required insurance. Such notices shall contain a reference to each agreement number for which the insurance was obtained. (f) The Contractor is hereby advised that copies of certificates of insurance may be subject to review and approval by the Department of General Services(DGS), Office of Risk and Insurance Management. The Contractor shall be notified by CDPH, in writing, if this provision is applicable to this Agreement. If DGS approval of the certificate of insurance is required, the Contractor agrees that no work or services shall be performed prior to obtaining said approval. (g) In the event the Contractorfails to keep insurance coverage, as required herein, in effect at all times during vehicle possession, CDPH may, in addition to any other remedies it may have, terminate this Agreement upon the occurrence of such event. 3. Subcontract Requirements (Applicable to agreements under which services are to be performed by subcontractors including independent consultants.) a. Prior written authorization will be required before the Contractor enters into or is reimbursed for any subcontract for services exceeding $2,500 for any artices, supplies,equipment, or services. The Contractor shall obtain at least three competive quatations which should be submitted or adequate justification provided for the absence of bidding. b. CDPH reserves the right to approve or disapprove the selection of subcontractors and with advance written notice, require the substitution of subcontractors and require the Contractor to terminate subcontracts entered into in support of this Agreement. Page 6 of 16 PROCUREMENT AGREEMENT NUMBER: P-22-364 September 8, 2022 Exhibit D Special Terms and Conditions (1) Upon receipt of a written notice from CDPH requiring the substitution and/or termination of a subcontract, the Contractor shall take steps to ensure the completion of any work in progress and select a replacement, if applicable, within 30 calendar days, unless a longer period is agreed to by CDPH. c. Actual subcontracts (i.e., written agreement between the Contractor and a subcontractor) exceeding $2,500 are subject to the prior review and written approval of CDPH. d. Contractor shall maintain a copy of each subcontract entered into in support of this Agreement and shall, upon request by CDPH, make copies available for approval, inspection, or audit. e. CDPH assumes no responsibility for the payment of subcontractors used in the performance of this Agreement. Contractor accepts sole responsibility forthe payment of subcontractors used in the performance of this Agreement. f. The Contractor is responsible for all performance requirements under this Agreement even though performance may be carried out through a subcontract. g. The Contractor shall ensure that all subcontracts for services include provision(s) requiring compliance with applicable terms and conditions specified in this Agreement and shall be the subcontractors sole point ofcontactforall matters related tothe performanceand paymentduring the term of this Agreement. h. The Contractor agrees to include the following clause, relevant to record retention, in all subcontracts for services: "(Subcontractor Name)agrees to maintain and preserve,until threeyears aftertermination of(Agreement Number) and final paymentfrom CDPH to the Contractor, to permit CDPH or any duly authorized representative, to have access to, examine or audit any pertinent books, documents, papers and records related to this subcontract and to allow interview of any employees who might reasonably have information related to such records." 4. Income Restrictions Unless otherwise stipulated in this Agreement, the Contractor agrees that any refunds, rebates, credits, or other amounts(including any interest thereon) accruing to or received by the Contractor under this Agreement shall be paid by the Contractor to CDPH, to the extent that they are properly allocable to costs for which the Contractor has been reimbursed by CDPH under this Agreement. 5. Site Inspection The State, through any authorized representatives, has the rightat all reasonable times to inspect or otherwise evaluate the work performed or being performed hereunder including subcontract supported activities and the premises in which it is being performed. If any inspection or evaluation is made of the premises of the Contractor or Subcontractor, the Contractor shall provide and shall require Subcontractors to provide all reasonable facilities and assistance for the safety and convenience of the authorized representatives in the performance of their duties. All inspections and evaluations shall be performed in such a manner as will not unduly delay the services performed. Page 7 of 16 PROCUREMENT AGREEMENT NUMBER: P-22-364 September 8, 2022 Exhibit D Special Terms and Conditions 6. 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) Forthe 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. (a) 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 forthe purposes of producing those final products. Works does not include articles submitted to peer review or reference journals or independent research projects. (3) 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 priorwritten permission of CDPH. Except as otherwise set forth herein, neitherthe Contractor nor CDPH shall give any ownership interest in or rights to its Intellectual Propertyto 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. (4) 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 Page 8 of 16 PROCUREMENT AGREEMENT NUMBER: P-22-364 September 8, 2022 Exhibit D Special Terms and Conditions 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. (5) 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 Paragraph a, subparagraph (2)(a) of this provision] 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 Contractoror 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., 2014, etc.], Department of Public Health. This material may not be reproduced or disseminated without priorwritten permission from the Department of Public Health." This notice should be placed prominently on the materials Page 9 of 16 PROCUREMENT AGREEMENT NUMBER: P-22-364 September 8, 2022 Exhibit D Special Terms and Conditions 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 Section b of this provision for devices or material incorporating, or made through the use of such inventions. If such inventions result from research and developmentwork 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 Section 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, Contractorshall 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 Page 10 of 16 PROCUREMENT AGREEMENT NUMBER: P-22-364 September 8, 2022 Exhibit D Special Terms and Conditions 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, Contractorwill exercise its authority reasonably and in good faith to preserve CDPH's rightto 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 Page 11 of 16 PROCUREMENT AGREEMENT NUMBER: P-22-364 September 8, 2022 Exhibit D Special Terms and Conditions 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 anytermof this Intellectual Property Exhibit by Contractor.Contractoracknowledges 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. Survival The provisions set forth herein shall survive any termination or expiration of this Agreement or any project schedule. 7. Prior Approval of Training Seminars,Workshops or Conferences Contractor shall obtain prior CDPH approval of the location, costs, dates, agenda, instructors, instructional materials,and attendees at any reimbursable training seminar, workshop, or conference conducted pursuant to this Agreement and of any reimbursable publicity or educational materials to be made available for distribution. The Contractor shall acknowledge the support of the State whenever publicizing the work under this Agreement in any media. This provision does not apply to necessary staff meetings or training sessions held for the staff of the Contractor in order to conduct routine business matters. 8. Confidentiality of Information The Contractor and its employees, agents, or subcontractors shall: a. Protectfrom 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. Not use such identifying information for any purpose other than carrying out the Contractor's obligations under this Agreement. c. Promptly transmit to the CDPH Contract Manager all requests for disclosure of such identifying information not emanating from the client or person. d. Not disclose, except as otherwise specifically permitted by this Agreement or authorized by the client, any such identifying information to anyone other than CDPH without prior written authorization from the CDPH Contract Manager, except if disclosure is required by State or Federal law. e. For purposes of this provision, identity shall include, but not be limited to name, identifying number, symbol, or other identifying particular assigned to the individual, such as finger or voice print or a photograph. Page 12 of 16 PROCUREMENT AGREEMENT NUMBER: P-22-364 September 8, 2022 Exhibit D Special Terms and Conditions f. As deemed applicable by CDPH, this provision may be supplemented by additional terms and conditions covering personal health information (PHI) or personal, sensitive, and/or confidential information (PSCI). Said terms and conditions will be outlined in one or more exhibits that will either be attached to this Agreement or incorporated into this Agreement by reference. 9. Documents, Publications and Written Reports (Applicable to agreements over$5,000 under which publications, written reports and documents are developed or produced. Government Code Section 7550.) Any document, publication or written report(excluding progress reports, financial reports and normal contractual communications) prepared as a requirement of this Agreement shall contain, in a separate section preceding the main body of the document, the number and dollar amounts of all contracts or agreements and subcontracts relating to the preparation of such document or report, if the total cost for work by nonemployees of the State exceeds$5,000. 10. Dispute Resolution Process a. A Contractor grievance exists whenever there is a dispute arising from CDPH's action in the administration of an agreement. If there is a dispute or grievance between the Contractor and CDPH, the Contractor must seek resolution using the procedure outlined below. (1) The Contractor should first informally discuss the problem with the CDPH Program Contract Manager. If the problem cannot be resolved informally,the Contractor shall directits grievance togetherwith anyevidence,in writing, to the program Branch Chief.The grievance shall state the issues in dispute, the legal authority or other basis for the Contractor's position and the remedy sought. The Branch Chief shall render a decision within ten (10)working days after receipt of the written grievance from the Contractor. The Branch Chief shall respond in writing to the Contractor indicating the decision and reasons therefore. If the Contractor disagrees with the Branch Chief's decision, the Contractor may appeal to the second level. (2) When appealing to the second level, the Contractor must prepare an appeal indicating the reasons for disagreement with Branch Chief's decision. The Contractor shall include with the appeal a copy of the Contractor's original statement of dispute along with any supporting evidence and a copy of the Branch Chief's decision. The appeal shall be addressed to the Deputy Director of the division in which the branch is organized within ten (10)working days from receipt of the Branch Chief's decision. The Deputy Director of the division in which the branch is organized or his/her designee shall meet with the Contractor to review the issues raised. A written decision signed by the Deputy Director of the division in which the branch is organized or his/her designee shall be directed to the Contractor within twenty(20)working days of receipt of the Contractor's second level appeal. b. If the Contractor wishes to appeal the decision of the Deputy Director of the division in which the branch is organized or his/her designee, the Contractor shall follow the procedures set forth in Division 25.1 (commencing with Section 38050) of the Health and Safety Code and the Page 13 of 16 PROCUREMENT AGREEMENT NUMBER: P-22-364 September 8, 2022 Exhibit D Special Terms and Conditions regulations adopted thereunder. (Title 1, Division 2, Chapter 2, Article 3 (commencing with Section 1140) of the California Code of Regulations). c. Disputes arising out of an audit, examination of an agreement or other action not covered by subdivision (a) of Section 20204, of Chapter 2.1, Title 22, of the California Code of Regulations, and for which no procedures for appeal are provided in statute, regulation or the Agreement,shall be handled in accordance with the procedures identified in Sections 51016 through 51047, Title 22, California Code of Regulations. d. Unless otherwise stipulated in writing by CDPH, all dispute, grievance and/or appeal correspondence shall be directed to the CDPH Contract Manager. e. There are organizational differences within CDPH's funding programs and the management levels identified in this dispute resolution provision may not apply in every contractual situation. When a grievance is received and organizational differences exist, the Contractor shall be notified in writing by the CDPH Contract Manager of the level, name, and/or title of the appropriate management official that is responsible for issuing a decision at a given level. 11. Officials Not to Benefit No members of or delegate of Congress or the State Legislature shall be admitted to any share or part of this Agreement, or to any benefit that may arise therefrom. This provision shall not be construed to extend to this Agreement if made with a corporation for its general benefits. 12. Prohibited Use of State Funds for Software Contractor certifies that 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. 13. Contract Uniformity(Fringe Benefit Allowability) (Applicable only to nonprofit organizations.) Pursuant to the provisions of Article 7 (commencing with Section 100525)of Chapter 3 of Part 1 of Division 101 of the Health and Safety Code, CDPH sets forth the following policies, procedures, and guidelines regarding the reimbursement of fringe benefits. a. As used herein fringe benefits shall mean an employment benefit given by one's employer to an employee in addition to one's regular or normal wages orsalary. b. As used herein, fringe benefits do not include: (1) Compensation for personal services paid currently or accrued by the Contractor for services of employees rendered during the term of this Agreement, which is identified as regular or normal salaries and wages, annual leave, vacation, sick leave, holidays, jury duty and/or military leave/training. (2) Director's and executive committee member's fees. (3) Incentive awards and/or bonus incentive pay. (4) Allowances for off-site pay. (5) Location allowances. Page 14 of 16 PROCUREMENT AGREEMENT NUMBER: P-22-364 September 8, 2022 Exhibit D Special Terms and Conditions (6) Hardship pay. (7) Cost-of-living differentials c. Specific allowable fringe benefits include: (1) Fringe benefits in the form of employer contributions for the employer's portion of payroll taxes (i.e., FICA, SUI, SDI), employee health plans (i.e., health, dental and vision), unemployment insurance, worker's compensation insurance, and the employer's share of pension/retirement plans, provided they are granted in accordance with established written organization policies and meet all legal and Internal Revenue Service requirements. d. To be an allowable fringe benefit, the cost must meet the following criteria: (1) Be necessary and reasonable for the performance of the Agreement. (2) Be determined in accordance with generally accepted accounting principles. (3) Be consistent with policies that apply uniformly to all activities of the Contractor. e. Contractor agrees that all fringe benefits shall be at actual cost. f. Earned/Accrued Compensation (1) Compensation for vacation, sick leave and holidays is limited to that amount earned/accrued within the agreement term. Unused vacation, sick leave and holidays earned from periods prior to the agreement term cannot be claimed as allowable costs. See section f(3)(a)below for an example. (2) For multiple year agreements, vacation and sick leave compensation, which is earned/accrued but not paid, due to employee(s) not taking time off may be carried over and claimed within the overall term of the multiple years of the Agreement. Holidays cannot be carried over from one agreement year to the next. See Provision f(3)(b)for an example. (3) For single year agreements, vacation, sick leave and holiday compensation that is earned/accrued but not paid, due to employee(s) not taking time off within the term of the Agreement, cannot be claimed as an allowable cost. See Provision f(3)(c)for an example. (a) Example No. 1: If an employee, John Doe, earns/accrues three weeks of vacation and twelve days of sick leave each year, then that is the maximum amount that may be claimed during a one year agreement. If John Doe has five weeks of vacation and eighteen days of sick leave at the beginning of an agreement,the Contractor during a one-yearbudget period may only claim up to three weeks of vacation and twelve days of sick leave as actually used by the employee. Amounts earned/accrued in periods prior to the beginning of the Agreement are not an allowable cost. (b) Example No. 2: If during a three-year(multiple year)agreement, John Doe does not use his three weeks of vacation in year one, or his three weeks in year two, but he does actually use nine weeks in year three; the Contractor would be allowed to claim all nine weeks paid for in year three. The total compensation overthe three-year period cannot exceed 156 weeks (3 x 52 weeks). Page 15 of 16 PROCUREMENT AGREEMENT NUMBER: P-22-364 September 8, 2022 Exhibit D Special Terms and Conditions (c) Example No. 3: If during a single year agreement, John Doe works fifty weeks and used one week of vacation and one week of sick leave and all fifty-two weeks have been billed to CDPH, the remaining unused two weeks of vacation and seven days of sick leave may not be claimed as an allowable cost. 14. Cancellation A. This agreement maybe 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 termination or cancellation 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 termination or cancellation, the Contractor shall take immediate steps to stop performance and to cancel or reduce subsequent agreement costs. F. In the event of early termination or cancellation, 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. Page 16 of 16 PROCUREMENT AGREEMENT NUMBER: P-22-364 September 8, 2022 2022-2025 Local Lead Agency Allocation Agreement Terms and Conditions Exhibit E Additional Provisions 1. Additional Incorporated Documents The following documents and any subsequent updates are not attached, butare incorporated herein and made a part hereof by this reference. California Department of Public Health (CDPH) will provide copies on request by contacting the project representative as listed in the Online Tobacco Information System(OTIS). These documents may be updated periodically by CDPH, as required by program directives.CDPH shall provide the Local Lead Agency(LLA) with copies of these documents and any subsequent updates, under separate cover. CDPH will maintain on file, all documents referenced herein and any subsequent updates. A. Local Lead Agency 2022-2025 Guidelines. B. California Tobacco Control Program(CTCP) Local Lead Agency Administrative & Policy Manual. C. The attached Exhibit D entitled "Special Terms and Conditions" consisting of sixteen (16) pages, is incorporated and made part of this agreement by this reference,except for provisions 1, 2, 3, 7, 13, 14. The term contractor shall mean Local Lead Agency. 2. Travel Travel will be at the County Local rate. For those LLA's represented by non-governmental, non-profit agencies, travel will be at the California Department of Human Resources (CaIHR) rates. 3. Proposition 56 Additional Requirements A. Tracking Proposition 56 Funds The Contractor will be responsible for devising and implementing independent internal accounting tracking systems for Proposition 99 and Proposition 56 funds and expenditures. B. Non Partisan California State Audit The Contractor will be responsible for an internal accounting system to support an audit pursuant to Revenue and Taxation Code,section 30130.56 (a) Independent Audit and Disclosure, which states, the nonpartisan California State Auditorshall conduct, at least biennially, an independent financial audit of the state and local agencies receiving funds pursuant to the California Healthcare, Research and Prevention Tobacco TaxAct of 2016. An audit conducted pursuant to this section shall include, but not be limited to, a review of the administrative costs expended by the state agencies that administer the fund. Page 1 of 2 PROCUREMENT AGREEMENT NUMBER: P-22-364 September 8, 2022 EXHIBIT E 2022-2025 Local Lead Agency Allocation Agreement Terms and Conditions C. Administrative Costs 1) Revenue and Taxation Code section 30130.57(f) states not more than 5 percent of the Proposition 56 funds received shall be used by any state or local agency or department receiving funds for administrative costs. 2) Please note the California State Auditor is in the process of developing regulations which define administrative costs for Proposition 56 funds and may be subject to change. At this time, Administrative and/or indirect costs attributed to Proposition 56 maybe paid by Proposition 99 funds. However, this maybe subject to change. Page 2 of 2