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State of California - Department of General Services; 2025-07-01; 25-50069
Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB D: 4260-2550069 STATE OF CALIFORNIA-DEPARTMENT OF GENERAL SERVICES .-----------------.----------------, STANDARD AGREEMENT AGREEMENT NUMBER 25-50069 PURCHASING AUTHORITY NUMBER (If Applicable) STD 213 (Rev. 04/2020) 1. This Agreement is entered into between the Contracting Agency and the Contractor named below: CONTRACTING AGENCY NAME Department of Health Care Services CONTRACTOR NAME City of Carlsbad 2. The term of this Agreement is: START DATE July 1, 2025 THROUGH END DATE June 30, 2028 3. The maximum amount of this Agreement is: $45,000 (Forty-Five Thousand Dollars). 4. The parties agree to comply with the terms and conditions of the following exhibits, which are by this reference made a part of the Agreement. Exhibits Title Exhibit A Scope of Work Exhibit B Budget Detail and Payment Provisions Exhibit C Modified General Terms and Conditions (02/2025) Exhibit D Special Terms and Conditions Exhibit E Additional Provisions Exhibit F Contractor's Release Exhibit G License Agreement Items shown with an astensk (*), are hereby incorporated by reference and made part of this agreement as if attached hereto. These documents can be viewed at https.J/www.dgs.ca.gov/OLS/Resources IN WITNESS WHEREOF, THIS AGREEMENT HAS BEEN EXECUTED BY THE PARTIES HERETO. CONTRACTOR CONTRACTOR NAME (if other than an individual, state whether a corporation, partnership, etc.) City of Carlsbad CONTRACTOR BUSINESS ADDRESS 1635 Faraday Avenue PRINTED NAME OF PERSON SIGNING Geoff Patnoe CONTRACTOR AUTHORIZED SIGNATURE a-11-r?~ CITY Carlsbad TITLE City Manager DATE SIGNED 6/20/2025 Pages 3 4 6 35 1 2 11 STATE ZIP CA 92008 Page 1 of 2 Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB D: 4260-2550069 STATE OF CALIFORNIA-DEPARTMENT OF GENERAL SERVICES .-----------------.----------------, STANDARD AGREEMENT STD 213 (Rev. 04/2020) CONTRACTING AGENCY NAME Department of Health Care Services CONTRACTING AGENCY ADDRESS 1501 Capitol Avenue, MS 4200 PRINTED NAME OF PERSON SIGNING Nga Pham AGREEMENT NUMBER 25-50069 STATE OF CALIFORNIA CONTRACTING AGENCY AUTHORIZED SIGNATURE .,--DocuSigned by: I (\/'f' p~ ·- CALIFORNIA DEPARTMENT OF GENERAL SERVICES APPROVAL APPROV ED JUL02 2025 AW/NB:mac OFFICE OF LEGAL SERVICES DEPT. OF GENERAL SERVICES PURCHASING AUTHORITY NUMBER (If Applicable) CITY STATE ZIP Sacramento CA 95814 TITLE Chief, Contract Services Section DATE SIGNED June 26, 2025 EXEMPTION (If Applicable) Page 2 of 2 Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB 1. Service Overview Exhibit A Scope of Work City of Carlsbad 25-50069 Page 1 of 3 The Contractor agrees to provide to the California Department of Health Care Services (DHCS) the services described herein. Contractor will provide access to and use of the Carlsbad Safety Training Center (STC), Shooting Range(s), Classroom(s), Training Simulator(s), Streetscape(s), et al., for the DHCS Audits & Investigations (A&I), Investigations Division (ID). 2. Service Location The services must be performed at the City of Carlsbad's Safety Training Center at 5750 Orion St, Carlsbad, CA 92010. 3. Service Hours The services must be provided during the Safety Training Center's normal business hours Monday -Friday 7:00 a.m. -6:00 p.m. 4. Project Representatives A. The project representatives during the term of this Agreement will be: Department of Health Care Services Citv of Carlsbad Contract Manager: Glenn Maley Contract Manager: Janean Hawney Telephone: (916) 531-7453 Telephone: (442) 339-2795 Fax: N/A Fax: N/A Email: Glenn.Maley@dhcs.ca.gov Email: Janean.Hawney@carlsbadca.gov B. Direct all inquiries to: Department of Health Care Services City of Carlsbad Audits & Investigations Attention: Kevin Shotas Attention: Lindsey Pingree Safety Training Center Mail Station Code 2000 1635 Faraday Avenue 1500 Capitol Avenue Carlsbad, CA 92008 Sacramento, CA, 95814 Telephone: (442) 339-5329 Telephone: (916) 531-7453 Fax: N/A Fax: N/A Email: Email: AIContracts@dhcs.ca.gov Kevin.Shotas@carlsbadca.gov C. Either party may make changes to the information above by giving written notice to the other party. Said changes will not require an amendment to this Agreement. Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB 5. Services to be Performed Exhibit A Scope of Work City of Carlsbad 25-50069 Page 2 of 3 City of Carlsbad will provide DHCS A&I access to and use of the STC's Shooting Range(s), Classroom(s), Training Simulator(s), Streetscape(s), et al., during operational hours, holidays excluded, for official training and/or qualifications. Firearms training is a Commission on Peace Officer Standards and Training (POST) mandated, yearly training that is required to maintain POST Certification. 6. DHCS Responsibilities DHCS A&I, ID staff will: a. Book the needed facilities in accordance with the respective facility procedures; b. Complete any facility required forms for students; c. Use facilities as outlined in their operational rules; d. Report any staff injury, damage or malfunctioning equipment to the facility; manager as soon as practically possible on the day of use; and Provide prompt payment once invoices are received. 7. Americans with Disabilities Act Contractor agrees to ensure that deliverables developed and produced, pursuant to this Agreement must comply with the accessibility requirements of Sections 7 405 and 11135 of the California Government Code, Section 508 of the Rehabilitation Act of 1973 as amended (29 U.S.C. § 794d}, regulations implementing the Rehabilitation Act of 1973 as set forth in Part 1194 of Title 36 of the Code of Federal Regulations, and the Americans with Disabilities Act of 1990 (42 U.S.C. § 12101 et seq.). In 1998, Congress amended the Rehabilitation Act of 1973 to require Federal agencies to make their electronic and information technology (EIT) accessible to people with disabilities. California Government Code Sections 7405 and 11135 codifies Section 508 of the Rehabilitation Act of 1973 requiring accessibility of EIT. 8. Executive Order N-6-22 -Russia Sanctions On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. "Economic Sanctions" refers to sanctions imposed by the U.S. government in response to Russia's actions in Ukraine, as well as any sanctions imposed under state law. The EO directs state agencies to terminate contracts with, and to refrain from entering any new contracts with, individuals or entities that are determined to be a target of Economic Sanctions. Accordingly, should the State determine Contractor is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that will be grounds for termination of this agreement. The State must provide Contractor (Revised 02/2025) Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB Exhibit A Scope of Work City of Carlsbad 25-50069 Page 3 of 3 advance written notice of such termination, allowing Contractor at least 30 calendar days to provide a written response. Termination will be at the sole discretion of the State. (Revised 02/2025) Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB Exhibit B Budget Detail and Payment Provisions 1. Invoicing and Payment City of Carlsbad 25-50069 Page 1 of 4 A. For services satisfactorily rendered, and upon receipt and approval of the invoices, DHCS agrees to compensate the Contractor for actual expenditures incurred in accordance with the rate(s) attached hereto. B. Invoices must include the Agreement Number and must be submitted not more frequently than monthly in arrears to: Mail to: Department of Health Care Services A&I Vendor Services MS 2000 P.O. Box 997413 Sacramento, CA 95899-7 413 Or email to: AIVendorservices@dhcs.ca.gov DHCS, at its discretion, may designate an alternate invoice submission address. A change in the invoice address must be accomplished via a written notice to the Contractor by DHCS and must not require an amendment to this Agreement. C. Invoices must: 1) Be prepared on Contractor letterhead. If invoices are not on produced letterhead invoices must be signed by an authorized official, employee or agent certifying that the expenditures claimed represents actual expenses for the service performed under this Agreement. 2) Bear the Contractor's name as shown on the Agreement. 3) Identify the billing and/or performance period covered by the invoice. 4) Itemize costs for the billing period in the same or greater level of detail as indicated in this Agreement. Subject to the terms of this Agreement, reimbursement may only be sought for those costs and/or cost categories expressly identified as allowable in this Agreement and approved by DHCS. (Revised 11/2024) Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB City of Carlsbad 25-50069 Page 2 of 4 Exhibit B Budget Detail and Payment Provisions D. Rates Payable Contractor will be reimbursed for services satisfactorily performed based on the following rate schedule: One Shooting Range Full-Day 1,395.00 Half-Day 698.00 Two Shooting Ranges Full-Day 1,567.00 Half-Dav 819.00 Classroom Full-Dav 662.00 Half-Dav 379.00 Confined Space Prop Full-Dav 733.00 Half-Day 366.00 Grinder Full-Day 525.00 Half-Day 306.00 Grinder/Commercial Prop (No Fire Ops) Full-Day 759.00 Half-Day 379.00 Grinder/Residential Prop (No Fire Ops) Full-Day 759.00 Half-Dav 379.00 PriSim (Training Simulator) Full-Dav 552.00 Half-Dav 276.00 Pump Draft Pit Full-Dav 442.00 Half-Day 221.00 Streetscape Full-Day 185.00 Half-Day 135.00 Shooting Range Hourly 141.00 *Fees are subiect to chanae bv Citv Council adopted resolutions **Fees effective September 1. 2024 2. Budget Contingency Clause A. It is mutually agreed that if the Budget Act of the current year and/or any subsequent years covered under this Agreement does not appropriate sufficient funds for the program, this Agreement must be of no further force and effect. In this event, DHCS will have no liability to pay any funds whatsoever to Contractor or to furnish any other considerations under this Agreement and Contractor will not be obligated to perform any provisions of this Agreement. B. If funding for any fiscal year is reduced or deleted by the Budget Act for purposes of this program, DHCS must have the option to either cancel this Agreement with no liability occurring to DHCS, or offer an agreement amendment to Contractor to reflect the reduced amount. (Revised 11/2024) Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB City of Carlsbad 25-50069 Page 3 of 4 Exhibit B Budget Detail and Payment Provisions 3. Prompt Payment Clause Payment will be made in accordance with, and within the time specified in, Government Code Chapter 4.5, commencing with Section 927. 4. Amounts Payable A. The maximum amount of the base Contract payable under this Contract is $45,000. B. Reimbursement must be made for allowable expenses up to the amount annually encumbered commensurate with the state fiscal year in which services are performed and/or goods are received. 5. Expense Allowability / Fiscal Documentation A. Invoices, received from a Contractor and accepted and/or submitted for payment by DHCS, must not be deemed evidence of allowable agreement costs. B. Contractor must maintain for review and audit and supply to DHCS upon request, adequate documentation of all expenses claimed pursuant to this Agreement to permit a determination of expense allowability. C. If the allowability or appropriateness of an expense cannot be determined by DHCS because invoice detail, fiscal records, or backup documentation is nonexistent or inadequate according to generally accepted accounting principles or practices, all questionable costs may be disallowed and payment may be withheld by DHCS. Upon receipt of adequate documentation supporting a disallowed or questionable expense, reimbursement may resume for the amount substantiated and deemed allowable. D. Costs and/or expenses deemed unallowable are subject to recovery by DHCS. 6. Timely Submission of Final Invoice A. A final undisputed invoice must be submitted for payment no more than ninety (90) calendar days following the expiration or termination date of this Contract, unless a later or alternate deadline is agreed to in writing by the Program Contract Manager. Said invoice should be clearly marked "Final Invoice", thus indicating that all payment obligations of DHCS under this Contract have ceased and that no further payments are due or outstanding. (Revised 11/2024) Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB City of Carlsbad 25-50069 Page 4 of 4 Exhibit B Budget Detail and Payment Provisions B. DHCS may, at its discretion, choose not to honor any delinquent final invoice if the Contractor fails to obtain prior written DHCS approval of an alternate final invoice submission deadline. Written DHCS approval must be sought from the Program Contract Manager prior to the expiration or termination date of this Contract. C. The Contractor is hereby advised of its obligation to submit, with the final invoice, a "Contractor's Release (Exhibit F)" acknowledging submission of the final invoice to DHCS and certifying the approximate percentage amount, if any, of recycled products used in performance of this Contract. (Revised 11/2024) Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB ExhibitC Modified General Terms and Conditions 02/2025 City of Carlsbad 25-50069 Page 1 of 6 1. APPROVAL: This Agreement is of no force or effect until signed by both parties and approved by the Department of General Services, if required. Contractor may not commence performance until such approval has been obtained. 2. AMENDMENT: No amendment or variation of the terms of this Agreement shall be valid unless made in writing, signed by the parties and approved as required. No oral understanding or Agreement not incorporated in the Agreement is binding on any of the parties. 3. ASSIGNMENT: This Agreement is not assignable by the Contractor, either in whole or in part, without the consent of the State in the form of a formal written amendment. 4. AUDIT: Contractor agrees that the awarding department, the Department of General Services, 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 the performance of this Agreement. Contractor agrees to maintain such records for possible audit for a minimum of three (3) years after final payment, unless a longer period of records retention is stipulated. Contractor agrees to allow the 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, Contractor agrees to include a similar right of the State to audit records and interview staff in any subcontract related to performance of this Agreement. (Gov. Code §8546.7, Pub. Contract Code §10115 et seq., CCR Title 2, Section 1896). 5. INDEMNIFICATION: Contraotor agrees to indemnify, defend and save harmless the State, its offieers, agents and employees from any and all elaims and losses aooruing or resulting to any and all oontraotors, suboontraotors, suppliers, laborers, and any other person, firm or eorporation furnishing or supplying work serviees, materials, or supplies in oonneotion with the performanoe of this Agreement, and from any and all elaims and losses aeeruing or resulting to any person, firm or oorporation who may be injured or damaged by Contraotor in the performanoe of this Agreement. 6. DISPUTES: Contractor shall continue with the responsibilities under this Agreement during any dispute. 7. TERMINATION FOR CAUSE: The State may terminate this Agreement and be relieved of any payments should the Contractor fail to perform the requirements of this Agreement at the time and in the manner herein provided. In the event of such termination the State may proceed with the work in any manner deemed proper by the State. All costs to the State shall be deducted from any sum due the Contractor under this Agreement and the balance, if any, shall be paid to the Contractor upon demand. Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB ExhibitC Modified General Terms and Conditions 02/2025 City of Carlsbad 25-50069 Page 2 of 6 8. INDEPENDENT CONTRACTOR: Contractor, and the agents and employees of Contractor, in the performance of this Agreement, shall act in an independent capacity and not as officers or employees or agents of the State. 9. RECYCLING CERTIFICATION: The Contractor shall certify in writing under penalty of perjury, the minimum, if not exact, percentage of post-consumer material as defined in the Public Contract Code Section 12200, in products, materials, goods, or supplies offered or sold to the State regardless of whether the product meets the requirements of Public Contract Code Section 12209. With respect to printer or duplication cartridges that comply with the requirements of Section 12156(e}, the certification required by this subdivision shall specify that the cartridges so comply (Pub. Contract Code §12205). 10. NON-DISCRIMINATION CLAUSE: During the performance of this Agreement, Contractor and its subcontractors shall not deny the contract's benefits to any person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status, nor shall they discriminate unlawfully against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status. Contractor shall insure that the evaluation and treatment of employees and applicants for employment are free of such discrimination. Contractor and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12900 et seq.), the regulations promulgated thereunder (Cal. Code Regs., tit. 2, §11000 et seq.}, the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Gov. Code §§11135-11139.5}, and the regulations or standards adopted by the awarding state agency to implement such article. Contractor shall permit access by representatives of the Department of Fair Employment and Housing and the awarding state agency upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours' notice, to such of its books, records, accounts, and all other sources of information and its facilities as said Department or Agency shall require to ascertain compliance with this clause. Contractor and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. (See Cal. Code Regs., tit. 2, §11105.) Contractor shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under the Agreement. 11. CERTIFICATION CLAUSES: The CONTRACTOR CERTIFICATION CLAUSES contained in the document CCC 04/2017 are hereby incorporated by reference and made a part of this Agreement by this reference as if attached hereto. 12. TIMELINESS: Time is of the essence in this Agreement. Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB ExhibitC Modified General Terms and Conditions 02/2025 City of Carlsbad 25-50069 Page 3 of 6 13. COMPENSATION: The consideration to be paid Contractor, as provided herein, shall be in compensation for all of Contractor's expenses incurred in the performance hereof, including travel, per diem, and taxes, unless otherwise expressly so provided. 14. GOVERNING LAW: This contract is governed by and shall be interpreted in accordance with the laws of the State of California. 15. ANTITRUST CLAIMS: The Contractor by signing this agreement hereby certifies that if these services or goods are obtained by means of a competitive bid, the Contractor shall comply with the requirements of the Government Codes Sections set out below. a. The Government Code Chapter on Antitrust claims contains the following definitions: 1) "Public purchase" means a purchase by means of competitive bids of goods, services, or materials by the State or any of its political subdivisions or public agencies on whose behalf the Attorney General may bring an action pursuant to subdivision ( c) of Section 16750 of the Business and Professions Code. 2) "Public purchasing body" means the State or the subdivision or agency making a public purchase. Government Code Section 4550. b. In submitting a bid to a public purchasing body, the bidder offers and agrees that if the bid is accepted, it will assign to the purchasing body all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, materials, or services by the bidder for sale to the purchasing body pursuant to the bid. Such assignment shall be made and become effective at the time the purchasing body tenders final payment to the bidder. Government Code Section 4552. c. If an awarding body or public purchasing body receives, either through judgment or settlement, a monetary recovery for a cause of action assigned under this chapter, the assignor shall be entitled to receive reimbursement for actual legal costs incurred and may, upon demand, recover from the public body any portion of the recovery, including treble damages, attributable to overcharges that were paid by the assignor but were not paid by the public body as part of the bid price, less the expenses incurred in obtaining that portion of the recovery. Government Code Section 4553. Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB ExhibitC Modified General Terms and Conditions 02/2025 City of Carlsbad 25-50069 Page 4 of 6 d. Upon demand in writing by the assignor, the assignee shall, within one year from such demand, reassign the cause of action assigned under this part if the assignor has been or may have been injured by the violation of law for which the cause of action arose and (a) the assignee has not been injured thereby, or (b) the assignee declines to file a court action for the cause of action. See Government Code Section 4554. 16. CHILD SUPPORT COMPLIANCE ACT: For any Agreement in excess of $100,000, the contractor acknowledges in accordance with Public Contract Code 7110, that: a. The contractor recognizes the importance of child and family support obligations and shall fully comply with all applicable state and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 (commencing with section 5200) of Part 5 of Division 9 of the Family Code; and b. The contractor, to the best of its knowledge is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the California Employment Development Department. 17. UNENFORCEABLE PROVISION: In the event that any provision of this Agreement is unenforceable or held to be unenforceable, then the parties agree that all other provisions of this Agreement have force and effect and shall not be affected thereby. 18. PRIORITY HIRING CONSIDERATIONS: If this Contract includes services in excess of $200,000, the Contractor shall give priority consideration in filling vacancies in positions funded by the Contract to qualified recipients of aid under Welfare and Institutions Code Section 11200 in accordance with Pub. Contract Code §10353. 19. SMALL BUSINESS PARTICIPATION AND DVBE PARTICIPATION REPORTING REQUIREMENTS: a. If for this Contract Contractor made a commitment to achieve small business participation, then Contractor must within 60 days of receiving final payment under this Contract (or within such other time period as may be specified elsewhere in this Contract) report to the awarding department the actual percentage of small business participation that was achieved. (Govt. Code§ 14841.) Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB ExhibitC Modified General Terms and Conditions 02/2025 City of Carlsbad 25-50069 Page 5 of 6 b. If for this Contract Contractor made a commitment to achieve disabled veteran business enterprise (DVBE) participation, then Contractor must within 60 days of receiving final payment under this Contract (or within such other time period as may be specified elsewhere in this Contract) certify in a report to the awarding department: (1) the total amount the prime Contractor received under the Contract; (2) the name and address of the DVBE(s) that participated in the performance of the Contract; (3) the amount each DVBE received from the prime Contractor; (4) that all payments under the Contract have been made to the DVBE; and (5) the actual percentage of DVBE participation that was achieved. A person or entity that knowingly provides false information shall be subject to a civil penalty for each violation. (Mil. & Vets. Code§ 999.5(d); Govt. Code§ 14841.) 20. LOSS LEADER: If this contract involves the furnishing of equipment, materials, or supplies then the following statement is incorporated: It is unlawful for any person engaged in business within this state to sell or use any article or product as a "loss leader" as defined in Section 17030 of the Business and Professions Code. (PCC 10344(e).) 21. GENERATIVE Al DISCLOSURE OBLIGATIONS: a. The following terms are in addition to the defined terms and shall apply to the Contract: 1) "Generative Al (GenAI)" means an artificial intelligence system that can generate derived synthetic content, including text, images, video, and audio that emulates the structure and characteristics of the system's training data. (Gov. Code § 11549.64.) b. Contractor shall immediately notify the State in writing if it: (1) intends to provide GenAI as a deliverable to the State; or (2), intends to utilize GenAI, including GenAI from third parties, to complete all or a portion of any deliverable that materially impacts: (i) functionality of a State system, (ii) risk to the State, or (iii) Contract performance. For avoidance of doubt, the term "materially impacts" shall have the meaning set forth in State Administrative Manual (SAM) § 4986.2 Definitions for GenAI. c. Notification shall be provided to the State designee identified in this Contract. d. At the direction of the State, Contractor shall discontinue the provision to the State of any previously unreported GenAI that results in a material impact to the functionality of the System, risk to the State, or Contract performance, as determined by the State. Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB ExhibitC Modified General Terms and Conditions 02/2025 City of Carlsbad 25-50069 Page 6 of 6 e. If the use of previously undisclosed GenAI is approved by the State, then Contractor will update the Deliverable description, and the Parties will amend the Contract accordingly, which may include incorporating the GenAI Special Provisions into the Contract, at no additional cost to the State. f. The State, at its sole discretion, may consider Contractor's failure to disclose or discontinue the provision or use of GenAI as described above, to constitute a material breach of Contract when such failure results in a material impact to the functionality of the System, risk to the State, or Contract performance. The State is entitled to seek any and all remedies available to it under law as a result of such breach, including but not limited to termination of the contract. Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB Exhibit D Special Terms and Conditions City of Carlsbad 25-50069 Exhibit D The provisions herein apply to this Agreement unless the applicable conditions do not exist, the provisions are superseded by an alternate provision appearing elsewhere in this Agreement, or the provisions are removed by reference on the face of this Agreement. The use of headings or titles throughout this exhibit is for convenience only and will not be used to interpret or to govern the meaning of any specific term or condition. The terms "contract", "Contractor'' and "Subcontractor'' will also mean, "agreement", "grant", "grant agreement", "Grantee" and "Subgrantee" respectively. The terms "California Department of Health Care Services", "California Department of Health Services", 'Department of Health Care Services", "Department of Health Services", "CDHCS", "DHCS", "CDHS", and "OHS" will all have the same meaning and refer to the California State agency that is a party to this Agreement. This exhibit contains provisions that require strict adherence to various contracting laws and policies. Some provisions herein are conditional and only apply if specified conditions exist (i.e., agreement total exceeds a certain amount; agreement is federally funded, etc.). Page 1 of 35 Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB City of Carlsbad 25-50069 Exhibit D Index of Special Terms and Conditions 1. Federal Equal Employment 21. Drug Free Workplace Act of 1988 Opportunity Requirements 22. Covenant Against Contingent Fees 2. Travel and Per Diem Reimbursement 23. Payment Withholds 3. Procurement Rules 24. Progress Reports or Meetings 4. Equipment/ Property Ownership/ 25. Performance Evaluation Inventory/ Disposition 26. Officials Not to Benefit 5. Subcontract Requirements 27. Prohibited Use of State Funds for 6. Income Restrictions Software 7. Audit and Record Retention 28. Use of Disabled Veteran's Business Enterprises (DVBE) 8. Site Inspection 29. Use of Small, Minority Owned and 9. Federal Contract Funds Women's Businesses 10. Termination 30. Use of Small Business Subcontractors 11. Intellectual Property Rights 31. Alien Ineligibility Certification 12. Air or Water Pollution Requirements 32. Union Organizing 13. Prior Approval of Training Seminars, Workshops or Conferences 33. Contract Uniformity (Fringe Benefit 14. Confidentiality of Information Allowability) 34. Suspension or Stop Work 15. Documents, Publications, and Notification Written Reports 35. Public Communications 16. Dispute Resolution Process 36. Legal Services Contract 17. Subrecipient Compliance Requirements 18. Human Subjects Use Requirements 37. Compliance with Statutes and 19. Debarment and Suspension Regulations Certification 20. Smoke-Free Workplace Certification Page 2 of 35 Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB 1. Federal Equal Opportunity Requirements City of Carlsbad 25-50069 Exhibit D (Applicable to all federally funded agreements entered into by the Department of Health Care Services) a. The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, physical or mental handicap, disability, age or status as a disabled veteran or veteran of the Vietnam era. The Contractor will take affirmative action to ensure that qualified applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, national origin, physical or mental handicap, disability, age or status as a disabled veteran or veteran of the Vietnam era. Such action will include, but not be limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and career development opportunities and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Federal Government or DHCS, setting forth the provisions of the Equal Opportunity clause, Section503 of the Rehabilitation Act of 1973 and the affirmative action clause required by the Vietnam Era Veterans' Readjustment Assistance Act of 1974 (38 U.S.C. § 4212). Such notices will state the Contractor's obligation under the law to take affirmative action to employ and advance in employment qualified applicants without discrimination based on their race, color, religion, sex, national origin physical or mental handicap, disability, age or status as a disabled veteran or veteran of the Vietnam era and the rights of applicants and employees. b. The Contractor will, in all solicitations or advancements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin physical or mental handicap, disability, age or status as a disabled veteran or veteran of the Vietnam era. c. The Contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding a notice, to be provided by the Federal Government or the State, advising the labor union or workers' representative of the Contractor's commitments under the provisions herein and will post copies of the notice in conspicuous places available to employees and applicants for employment. d. The Contractor will comply with all provisions of and furnish all information and reports required by Section 503 of the Rehabilitation Act of 1973, as amended, the Vietnam Era Veterans' Readjustment Assistance Act of 1974 (38 U.S.C. § 4212) and of the Federal Executive Order No. 11246 as amended, including by Executive Order 11375, 'Amending Executive Order 11246 Relating to Equal Employment Opportunity,' and as supplemented by regulation at 41 Code of Federal Regulations (C.F.R.) Part 60, "Office of the Federal Contract Compliance Page 3 of 35 Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB City of Carlsbad 25-50069 Exhibit D Programs, Equal Employment Opportunity, Department of Labor," and of the rules, regulations, and relevant orders of the Secretary of Labor. e. The Contractor will furnish all information and reports required by Federal Executive Order No. 11246 as amended, including by Executive Order 11375, 'Amending Executive Order 11246 Relating to Equal Employment Opportunity,' and as supplemented by regulation at 41 C.F.R. Part 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," and the Rehabilitation Act of 1973, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to its books, records, and accounts by the State and its designated representatives and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. f. In the event of the Contractor's noncompliance with the requirements of the provisions herein or with any federal rules, regulations, or orders which are referenced herein, this Agreement may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further federal and state contracts in accordance with procedures authorized in Federal Executive Order No. 11246 as amended and such other sanctions may be imposed and remedies invoked as provided in Federal Executive Order No. 11246 as amended, including by Executive Order 11375, 'Amending Executive Order 11246 Relating to Equal Employment Opportunity,' and as supplemented by regulation at 41 C.F.R. Part 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. g. The Contractor will include the provisions of Paragraphs a through g in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Federal Executive Order No. 11246 as amended, including by Executive Order 11375, 'Amending Executive Order 11246 Relating to Equal Employment Opportunity,' and as supplemented by regulation at 41 C.F.R. Part 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," or Section 503 of the Rehabilitation Act of 1973 or (38 U.S.C. § 4212) of the Vietnam Era Veteran's Readjustment Assistance Act, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as the Director of the Office of Federal Contract Compliance Programs or DHCS may direct as a means of enforcing such provisions including sanctions for noncompliance provided, however, that in the event the Contractor becomes involved in, or is threatened with litigation by a subcontractor or vendor as a result of such direction by DHCS, the Contractor may request in writing to DHCS, who, in turn, may request the United States to enter into such litigation to protect the interests of the State and of the United States. Page 4 of 35 Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB 2. Travel and Per Diem Reimbursement City of Carlsbad 25-50069 Exhibit D (Applicable if travel and/or per diem expenses are reimbursed with agreement funds.) Reimbursement for travel and per diem expenses from DHCS under this Agreement will, unless otherwise specified in this Agreement, be at the rates currently in effect, as established by the California Department of Human Resources (CalHR), for non- represented state employees as stipulated in DHCS' Travel Reimbursement Information Exhibit. If the CalHR rates change during the term of the Agreement, the new rates will apply upon their effective date and no amendment to this Agreement will be necessary. Exceptions to CalHR rates may be approved by DHCS upon the submission of a statement by the Contractor indicating that such rates are not available to the Contractor. No travel outside the State of California will be reimbursed without prior authorization from DHCS. Verbal authorization should be confirmed in writing. Written authorization may be in a form including fax or email confirmation. 3. Procurement Rules (Applicable to agreements in which equipment/property, commodities and/or supplies are furnished by DHCS or expenses for said items are reimbursed by DHCS with state or federal funds provided under the Agreement.) a. Equipment/Property definitions Wherever the term equipment and/or property is used, the following definitions will 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 DHCS or the cost is reimbursed through this Agreement. Software and videos are examples of intangible items that meet this definition. 2) Minor equipment/property: A tangible item having a base unit cost of less than $5,000 with a life expectancy of one (1) year or more and is either furnished by DHCS 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 and/or subcontractor, 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 h of Provision 3. Paragraph c of Provision 3 will also apply, if equipment/property 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/property and services related to such purchases for performance under this Agreement. Page 5 of 35 Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB 1) Equipment/property purchases must not exceed $50,000 annually. City of Carlsbad 25-50069 Exhibit D To secure equipment/property above the annual maximum limit of $50,000, the Contractor must make arrangements through the appropriate DHCS Program Contract Manager, to have all remaining equipment/property purchased through DHCS' Purchasing Unit. The cost of equipment/property purchased by or through DHCS will be deducted from the funds available in this Agreement. Contractor will submit to the DHCS Program Contract Manager a list of equipment/property specifications for those items that the State must procure. DHCS may pay the vendor directly for such arranged equipment/property purchases and title to the equipment/property will remain with DHCS. The equipment/property will be delivered to the Contractor's address, as stated on the face of the Agreement, unless the Contractor notifies the DHCS Program Contract Manager, in writing, of an alternate delivery address. 2) All equipment/property purchases are subject to Paragraphs d through h of Provision 3. Paragraph b of Provision 3 will also apply, if equipment/property purchases are delegated to subcontractors that are either a government or public entity. 3) Nonprofit organizations and commercial businesses must use a procurement system that meets the following standards: a) Maintain a code or standard of conduct that will govern the performance of its officers, employees, or agents engaged in awarding procurement contracts. No employee, officer, or agent will 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 must be conducted in a manner that provides, to the maximum extent practical, open, and free competition. c) Procurements must be conducted in a manner that provides for all of the following: i. Avoid purchasing unnecessary or duplicate items. ii. Equipment/property solicitations must be based upon a clear and accurate description of the technical requirements of the goods to be procured. iii. Take positive steps to utilize small and veteran owned businesses. d. Unless waived or otherwise stipulated in writing by DHCS, prior written authorization from the appropriate DHCS Program Contract Manager will be required before the Contractor will be reimbursed for any purchase of $5,000 or more for commodities, supplies, equipment/property, and services related to such purchases. The Contractor must provide in its request for authorization all particulars necessary, as specified by DHCS, for evaluating the necessity or Page 6 of 35 Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB City of Carlsbad 25-50069 Exhibit D 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 DHCS (e.g., when DHCS has a need to monitor certain purchases, etc.), DHCS may require prior written authorization and/or the submission of paid vendor receipts for any purchase, regardless of dollar amount. DHCS reserves the right to either deny claims for reimbursement or to request repayment for any Contractor and/or subcontractor purchase that DHCS determines to be unnecessary in carrying out performance under this Agreement. f. The Contractor and/or subcontractor 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 and/or subcontractor at any time. g. For all purchases, the Contractor and/or subcontractor 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) must also be maintained on file by the Contractor and/or subcontractor for inspection or audit. h. DHCS may, with cause (e.g., with reasonable suspicion of unnecessary purchases or use of inappropriate purchase practices, etc.), withhold, cancel, modify, or retract the delegated purchase authority granted under Paragraphs b and/or c of Provision 3 by giving the Contractor no less than 30 calendar days written notice. 4. Equipment/ Property Ownership / Inventory / Disposition (Applicable to agreements in which equipment/property is furnished by DHCS and/or when said items are purchased or reimbursed by DHCS with state or federal funds provided under the Agreement.) a. Wherever the term equipment and/or property is used in Provision 4, the definitions in Paragraph a of Provision 3 will apply. Unless otherwise stipulated in this Agreement, all equipment and/or property that is purchased/reimbursed with agreement funds or furnished by DHCS under the terms of this Agreement will be considered state equipment and the property of DHCS. 1) Reporting of Equipment/Property Receipt DHCS requires the reporting, tagging and annual inventorying of all equipment and/or property that is furnished by DHCS or purchased/reimbursed with funds provided through this Agreement. Upon receipt of equipment and/or property, the Contractor must report the Page 7 of 35 Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB City of Carlsbad 25-50069 Exhibit D receipt to the DHCS Program Contract Manager. To report the receipt of said items and to receive property tags, Contractor must use a form or format designated by DHCS' Asset Management Unit. If the appropriate form (i.e., Contractor Equipment Purchased with DHCS Funds) does not accompany this Agreement, Contractor must request a copy from the DHCS Program Contract Manager. 2) Annual Equipment/Property Inventory If the Contractor enters into an agreement with a term of more than twelve months, the Contractor must submit an annual inventory of state equipment and/or property to the DHCS Program Contract Manager using a form or format designated by DHCS' Asset Management Unit. If an inventory report form (i.e., Inventory/Disposition of DHCS-Funded Equipment) does not accompany this Agreement, Contractor must request a copy from the DHCS Program Contract Manager. Contractor must: 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 DHCS according to the instructions appearing on the inventory form or issued by the DHCS Program Contract Manager. c) Contact the DHCS 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 either the DHCS Program Contract Manager or DHCS' Asset Management Unit. b. Title to State equipment and/or property will not be affected by its incorporation or attachment to any property not owned by the State. c. Unless otherwise stipulated, DHCS will 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 Contractor and/or Subcontractor must maintain and administer a 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, DHCS may require the Contractor and/or Subcontractor to repair or replace, to DHCS' satisfaction, any damaged, lost or stolen state equipment and/or property. In the event of state equipment and/or miscellaneous property theft, Contractor and/or Subcontractor must immediately file a theft report with the appropriate police agency or the California Highway Patrol and Contractor must promptly submit one copy of the theft report to the DHCS Program Contract Manager. e. Unless otherwise stipulated by the Program funding this Agreement, equipment Page 8 of 35 Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB City of Carlsbad 25-50069 Exhibit D and/or property purchased/reimbursed with agreement funds or furnished by DHCS under the terms of this Agreement, must only be used for performance of this Agreement or another DHCS agreement. f. Within sixty (60) calendar days prior to the termination or end of this Agreement, the Contractor must provide a final inventory report of equipment and/or property to the DHCS Program Contract Manager and must, at that time, query DHCS as to the requirements, including the manner and method, of returning state equipment and/or property to DHCS. Final disposition of equipment and/or property will be at DHCS expense and according to DHCS instructions. Equipment and/or property disposition instructions will be issued by DHCS immediately after receipt of the final inventory report. At the termination or conclusion of this Agreement, DHCS may at its discretion, authorize the continued use of state equipment and/or property for performance of work under a different DHCS agreement. g. Motor Vehicles (Applicable only if motor vehicles are purchased/reimbursed with agreement funds or furnished by DHCS under this Agreement.) 1) If motor vehicles are purchased/reimbursed with agreement funds or furnished by DHCS under the terms of this Agreement, within thirty (30) calendar days prior to the termination or end of this Agreement, the Contractor and/or Subcontractor must return such vehicles to DHCS and must deliver all necessary documents of title or registration to enable the proper transfer of a marketable title to DHCS. 2) If motor vehicles are purchased/reimbursed with agreement funds or furnished by DHCS under the terms of this Agreement, the State of California will be the legal owner of said motor vehicles and the Contractor will be the registered owner. The Contractor and/or a subcontractor may only use said vehicles for performance and under the terms of this Agreement. 3) The Contractor and/or Subcontractor agree that all operators of motor vehicles, purchased/reimbursed with agreement funds or furnished by DHCS under the terms of this Agreement, must 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 must also hold a State of California Class B driver's license. 4) If any motor vehicle is purchased/reimbursed with agreement funds or furnished by DHCS under the terms of this Agreement, the Contractor and/or Subcontractor, as applicable, must 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 and/or Subcontractor's possession: Page 9 of 35 Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB Automobile Liability Insurance City of Carlsbad 25-50069 Exhibit D 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 DHCS under the terms of this Agreement, to the Contractor and/or Subcontractor. b) The Contractor and/or Subcontractor must, as soon as practical, furnish a copy of the certificate of insurance to the DHCS Program Contract Manager. The certificate of insurance must identify the DHCS contract or agreement number for which the insurance applies. c) The Contractor and/or Subcontractor agree that bodily injury and property damage liability insurance, as required herein, will remain in effect at all times during the term of this Agreement or until such time as the motor vehicle is returned to DHCS. d) The Contractor and/or Subcontractor agree to provide, at least thirty (30) days prior to 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 and/or Subcontractor, if not a self-insured government and/or public entity, must provide evidence, that any required certificates of insurance contain the following provisions: I. The insurer will not cancel the insured's coverage without giving thirty (30) calendar days prior written notice to the State (California Department of Health Care Services). II. 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. Ill. The insurance carrier must notify the California Department of Health Care Services (DHCS), 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 will contain a reference to each agreement number for which the insurance was obtained. f) The Contractor and/or Subcontractor 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 Page 10 of 35 Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB City of Carlsbad 25-50069 Exhibit D Management. The Contractor will be notified by DHCS, 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 will be performed prior to obtaining said approval. g) In the event the Contractor and/or Subcontractor fails to keep insurance coverage, as required herein, in effect at all times during vehicle possession, DHCS may, in addition to any other remedies it may have, terminate this Agreement upon the occurrence of such event. 5. 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 costing $5,000 or more. Except as indicated in Paragraph a(3) herein, when securing subcontracts for services exceeding $5,000, the Contractor must obtain at least three bids or justify a sole source award. 1) The Contractor must provide in its request for authorization, all information necessary for evaluating the necessity or desirability of incurring such cost. 2) DHCS may identify the information needed to fulfill this requirement. 3) Subcontracts performed by the following entities or for the service types listed below are exempt from the bidding and sole source justification requirements: a) A local governmental entity or the federal government, b) A State college or State university from any State, c) A Joint Powers Authority, d) An auxiliary organization of a California State University or a California community college, e) A foundation organized to support the Board of Governors of the California Community Colleges, f) An auxiliary organization of the Student Aid Commission established under Education Code§ 69522, g) Firms or individuals proposed for use and approved by DHCS' funding program via acceptance of an application or proposal for funding or pre/post contract award negotiations, h) Entities and/or service types identified as exempt from advertising and competitive bidding in State Contracting Manual Volume 1 Chapter 5 Section 5.80 Subsection B. Page 11 of 35 Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB City of Carlsbad 25-50069 Exhibit D i) Entities whose name and budgeted costs have been submitted to DHCS in response to a competitive Invitation for Bid or Request for Proposal. b. Agreements with governmental or public entities and their auxiliaries, or a Joint Powers Authority 1) If the total amount of all subcontracts exceeds twenty-five percent (25%) of the total agreement amount or $50,000, whichever is less and each subcontract is not with an entity or of a service type described in paragraph a(3) herein, DHCS will: a) Obtain approval from DGS to use said subcontracts, or b) If applicable, obtain a certification from the prime Contractor indicating that each subcontractor was selected pursuant to a competitive bidding process requiring at least three bids from responsible bidders, or c) Obtain attestation from the Secretary of the California Health and Human Services Agency attesting that the selection of the particular subcontractor(s) without competitive bidding was necessary to promote DHCS' program needs and was not done for the purpose of circumventing competitive bidding requirements. 2) When the conditions of b(1) apply, each subcontract that is not with a type of entity or of a service type described in paragraph a(3) herein, must not commence work before DHCS has obtained applicable prior approval to use said subcontractor. DHCS will inform the Contractor when DHCS has obtained appropriate approval to use said subcontractors. c. DHCS 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. 1) Upon receipt of a written notice from DHCS requiring the substitution and/or termination of a subcontract, the Contractor must 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 DHCS. 2) The requirements specified in Provision 28 entitled, "Use of Disabled Veteran Business Enterprises (DVBEs)" will apply to the use and substitution of DVBE subcontractors. 3) The requirements specified in Provision 30 entitled, "Use of Small Business Subcontractors" will apply to the use and substitution of small business subcontractors. d. Actual subcontracts (i.e., written agreement between the Contractor and a subcontractor) of $5,000 or more are subject to the prior review and written approval of DHCS. DHCS may, at its discretion, elect to waive this right. All such waivers must be confirmed in writing by DHCS. Page 12 of 35 Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB City of Carlsbad 25-50069 Exhibit D e. Contractor must maintain a copy of each subcontract entered into in support of this Agreement and must, upon request by DHCS, make copies available for approval, inspection, or audit. f. DHCS assumes no responsibility for the payment of subcontractors used in the performance of this Agreement. Contractor accepts sole responsibility for the payment of subcontractors used in the performance of this Agreement. g. The Contractor is responsible for all performance requirements under this Agreement even though performance may be carried out through a subcontract. h. When entering into a consulting agreement with DHCS, the contract must include detailed criteria and a mandatory progress schedule for the performance of the contract, and must require Contractor to provide a detailed analysis of the costs of performing the contract. i. The Contractor must ensure that all subcontracts for services include provision(s) requiring compliance with applicable terms and conditions specified in this Agreement. j. 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 three years after termination of (Agreement Number) and final payment from DHCS to the Contractor, to permit DHCS 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 interviews of any employees who might reasonably have information related to such records." k. Unless otherwise stipulated in writing by DHCS, the Contractor will be the subcontractor's sole point of contact for all matters related to performance and payment under this Agreement. I. Contractor must, as applicable, advise all subcontractors of their obligations pursuant to the following numbered provisions of this Exhibit: 1, 2, 3, 4, 5, 6, 7, 8, 10, 11, 12, 13, 14, 17, 18, 19, 20, 32, 37, 38 and/or other numbered provisions herein that are deemed applicable. 6. 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 must be paid by the Contractor to DHCS, to the extent that they are properly allocable to costs for which the Contractor has been reimbursed by DHCS under this Agreement. Page 13 of 35 Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB 7. Audit and Record Retention (Applicable to agreements in excess of $10,000.) City of Carlsbad 25-50069 Exhibit D a. The Contractor and/or Subcontractor must maintain books, records, documents, and other evidence, accounting procedures and practices, sufficient to properly reflect all direct and indirect costs of whatever nature claimed to have been incurred in the performance of this Agreement, including any matching costs and expenses. The foregoing constitutes "records" for the purpose of this provision. b. The Contractor's and/or Subcontractor's facility or office or such part thereof as may be engaged in the performance of this Agreement and his/her records must be subject at all reasonable times to inspection, audit, and reproduction. c. Contractor agrees that DHCS, DGS, the California State Auditor, or their designated representatives including, but not limited to, the Comptroller General of the United States will have the right to review and to copy any records and supporting documentation pertaining to the performance of this Agreement. Contractor agrees to allow the 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, the Contractor agrees to include a similar right of the State to audit records and interview staff in any subcontract related to performance of this Agreement. (Government Code (Gov. Code)§ 8546.7, Title 2 Code of California Regulations (C.C.R.), § 1896.77 and other applicable State laws.) The Contractor must comply with the above and be aware of the penalties for violations of fraud and for obstruction of an investigation under applicable State laws. d. The Contractor and/or Subcontractor must preserve and make available his/her records (1) for a period of six years for all records related to Disabled Veteran Business Enterprise (DVBE) participation (Military and Veterans Code (Mil. & Vet. Code) § 999.55), if this Agreement involves DVBE participation, and three years for all other contract records from the date of final payment under this Agreement, and (2) for such longer period, if any, as is required by applicable statute, by any other provision of this Agreement, or by subparagraphs (1) or (2) below. 1) If this Agreement is completely or partially terminated, the records relating to the work terminated must be preserved and made available for a period of three years from the date of any resulting final settlement. 2) If any litigation, claim, negotiation, audit, or other action involving the records has been started before the expiration of the three-year period, the records must be retained until completion of the action and resolution of all issues which arise from it, or until the end of the regular three-year period, whichever is later. e. The Contractor and/or Subcontractor may, at its discretion, following receipt of final payment under this Agreement, reduce its accounts, books and records related to this Agreement to microfilm, computer disk, CD ROM, DVD, or other Page 14 of 35 Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB City of Carlsbad 25-50069 Exhibit D data storage medium. Upon request by an authorized representative to inspect, audit or obtain copies of said records, the Contractor and/or Subcontractor must supply or make available applicable devices, hardware, and/or software necessary to view, copy and/or print said records. Applicable devices may include, but are not limited to, microfilm readers and microfilm printers, etc. f. For agreements with non-profit entities funded in part or whole with federal funds in the amount of $750,000 or more, the Contractor must, if applicable, comply with the Single Audit Act and the audit requirements set forth in 2 C.F.R. § 200.501 et seq. g. For Direct Service Contracts as defined in Health & Saf. Code§ 38040 in the amount of $25,000 or more, the Contract must comply with the audit requirements set forth in Health & Saf. Code§ 38040. 8. Site Inspection The State, through any authorized representatives, has the right at 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 must provide and must 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 will be performed in such a manner as will not unduly delay the work. 9. Federal Contract Funds (Applicable only to that portion of an agreement funded in part or whole with federal funds.) a. It is mutually understood between the parties that this Agreement may have been written before ascertaining the availability of congressional appropriation of funds, for the mutual benefit of both parties, in order to avoid program and fiscal delays which would occur if the Agreement were executed after that determination was made. b. This Agreement is valid and enforceable only if sufficient funds are made available to the State by the United States Government for the fiscal years covered by the term of this Agreement. In addition, this Agreement is subject to any additional restrictions, limitations, or conditions enacted by the Congress or any statute enacted by the Congress which may affect the provisions, terms or funding of this Agreement in any manner. c. It is mutually agreed that if the Congress does not appropriate sufficient funds for the program, this Agreement shall be amended to reflect any reduction in funds. d. DHCS has the option to invalidate or cancel the Agreement with 30-days Page 15 of 35 Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB City of Carlsbad 25-50069 Exhibit D advance written notice or to amend the Agreement to reflect any reduction in funds. 10. Termination a. ForCause The State may terminate this Agreement, in whole or in part, and be relieved of any payments should the Contractor fail to perform the requirements of this Agreement at the time and in the manner herein provided. In the event of such termination, the State may proceed with the work in any manner deemed proper by the State. All costs to the State will be deducted from any sum due the Contractor under this Agreement and the balance, if any, will be paid to the Contractor upon demand. If this Agreement is terminated, in whole or in part, the State may require the Contractor to transfer title, or in the case of licensed software, license, and deliver to the State any completed deliverables, partially completed deliverables, and any other materials, related to the terminated portion of the Contract, including but not limited to, computer programs, data files, user and operations manuals, system and program documentation, training programs related to the operation and maintenance of the system, and all information necessary for the reimbursement of any outstanding Medicaid claims. The State will pay contract price for completed deliverables delivered and accepted and items the State requires the Contractor to transfer as described in this paragraph above. b. For Convenience The State retains the option to terminate this Agreement, in whole or in part, without cause, at the State's convenience, without penalty, provided that written notice has been delivered to the Contractor at least thirty (30) calendar days prior to such termination date. In the event of termination, in whole or in part, under this paragraph, the State may require the Contractor to transfer title, or in the case of licensed software, license, and deliver to the State any completed deliverables, partially completed deliverables, and any other materials related to the terminated portion of the Contract including but not limited to, computer programs, data files, user and operations manuals, system and program documentation, training programs related to the operation and maintenance of the system, and all information necessary for the reimbursement of any outstanding Medicaid claims. The Contractor will be entitled to compensation upon submission of an invoice and proper proof of claim for the services and products satisfactorily rendered, subject to all payment provisions of the Agreement. Payment is limited to expenses necessarily incurred pursuant to this Agreement up to the date of termination. 11. Intellectual Property Rights (Applicable to all agreements that may be fund, in whole or part, the creation and development Intellectual Property.) Page 16 of 35 Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB City of Carlsbad 25-50069 Exhibit D a. The State will be the owner of all rights, title, and interest in any and all intellectual property or other products or materials created or developed pursuant to this Agreement, whether or not published, produced, manufactured or distributed. The copyright, patent and/or other intellectual property rights to any and all products created, provided or developed, in whole or part, under this Agreement, whether or not published, produced, manufactured or distributed belongs to the State from the moment of creation. b. The State retains all rights to use, reproduce, distribute, or display any products or materials created, provided, developed, or produced under this Agreement and any derivative products based on Agreement products or materials, as well as all other rights, privileges, and remedies granted or reserved to a copyright, patent, service mark or trademark owner under statutory and common law. c. Contractor agrees to cooperate with State and to execute any document(s) that may be necessary to give the foregoing provisions full force and effect, including but not limited to, an assignment of trademark, copyright or patent rights. Contractor, subject to reasonable availability, agrees to give testimony and take all further acts necessary to acquire, transfer, maintain, and enforce the State's intellectual property rights and interest. d. Contractor agrees to cooperate with the State in assuring the State'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 must 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 the State all rights, title and interest in Intellectual Property conceived, developed, derived from, or reduced to practice by the subcontractor, Contractor or the State and which result from this Agreement or any subcontract. e. Contractor agrees not to incorporate into or make the works developed, dependent upon any original works of authorship or Intellectual Property Rights of third parties without first (a) obtaining State's prior written permission, and (b) granting to or obtaining for State, without additional compensation, a nonexclusive, royalty-free, paid-up, irrevocable, perpetual, world-wide license, to use, reproduce, sell, modify, publicly and privately display and distribute, for any purpose whatsoever, any such prior works. f. Contractor will 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. Unless otherwise specified in the Statement of Work in contracts other than those funded, in part or whole, by federal funds (see paragraph k below), Contractor hereby grants to DHCS, 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 Page 17 of 35 Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB City of Carlsbad 25-50069 Exhibit D the Intellectual Property resulting from this Agreement. Proprietary software packages that are provided at established catalog or market prices and sold or leased to the general public will not be subject to this license provision. g. In the case of copyrighted materials, all materials distributed under the terms of this Agreement, and any reproductions or derivative works thereof, must include a notice of copyright in a place that can be visually perceived at the direction of the State. This notice must be placed prominently on products or materials and set apart from other matter on the page or medium where it appears. The notice "Copyright" or"©", the year in which the work was first created, and the Department of Health Care Services DHCS", or other appropriate mark as directed by DHCS, must be included on any such products or materials. h. Contractor represents and warrants that: 1) It is free to enter into and fully perform this Agreement. 2) It has secured and will secure all rights and licenses necessary for its performance of this Agreement. 3) 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 the State 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. 4) 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. 5) It has secured and will secure all rights and licenses necessary for Intellectual Property including, but not limited to, consents, waivers or releases from all authors of music or performances used, and talent (radio, television and motion picture talent), owners of any interest in and to real property, sites, locations, property or props that may be used or shown. 6) It has not granted and will not grant to any person or entity any right that would or might derogate, encumber, or interfere with any of the rights granted to the State in this Agreement. 7) 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, Page 18 of 35 Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB City of Carlsbad 25-50069 Exhibit D operation or maintenance of computer software in violation of copyright laws. 8) 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. i. THE STATE 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. j. INTELLECTUAL PROPERTY INDEMNITY 1) Contractor must indemnify, defend and hold harmless the State and its licensees and assignees, and its officers, directors, employees, agents, representatives, successors, and users of its products, ("lndemnitees") or proceeding, commenced or threatened) to which any of the lndemnitees 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 the State'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 the State and which result directly or indirectly from this Agreement. This indemnity obligation will 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. The State reserves the right to participate in and/or control, at Contractor's expense, any such infringement action brought against the State. 2) Should any Intellectual Property licensed by the Contractor to the State under this Agreement become the subject of an Intellectual Property infringement claim, Contractor will exercise its authority reasonably and in good faith to preserve the State's right to use the licensed Intellectual Property in accordance with this Agreement at no expense to the State. The State will 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 the State to continue using the licensed Intellectual Property; or replace or modify the licensed Intellectual Property so that the replaced or modified Intellectual Property becomes non-infringing provided that such replacement or modification is functionally equivalent to the original licensed Intellectual Property. If such remedies are not reasonably available, the State will 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 Page 19 of 35 Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB equity. City of Carlsbad 25-50069 Exhibit D 3) Contractor agrees that damages alone would be inadequate to compensate the State for breach of any term of this Intellectual Property attachment by Contractor. Contractor acknowledges the State would suffer irreparable harm in the event of such breach and agrees the State will 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. k. If this Agreement is funded in whole or part by federal funds, the State will retain all Intellectual Property rights, title, and ownership, which result directly or indirectly from the Agreement pursuant to applicable federal law including, but not limited to, 45 C.F.R. § 75.322 and 45 C.F.R. § 95.617, except as provided in 37 C.F.R. Part 401.14. However, the federal government will have a non-exclusive, nontransferable, irrevocable, paid-up license throughout the world to use, duplicate, or dispose of such Intellectual Property throughout the world in any manner for governmental purposes and to have and permit others to do so. I. The provisions set forth herein will survive any termination or expiration of this Agreement. 12.Air or Water Pollution Requirements Any federally funded agreement and/or subcontract in excess of $100,000 must comply with the following provisions unless said agreement is exempt by law. a. Government contractors agree to comply with all applicable standards, orders, or requirements issued under Section 306 of the Clean Air Act (42 U.S.C. § 7606), Section 508 of the Clean Water Act (33 U.S.C. § 1368), Executive Order 11738, and Environmental Protection Agency regulations. b. Institutions of higher education, hospitals, nonprofit organizations and commercial businesses agree to comply with all applicable standards, orders, or requirements issued under the Clean Air Act (42 U.S.C. § 7401 et seq.}, as amended, and the Clean Water Act (33 U.S.C. § 1251 et seq.), as amended. 13. Prior Approval of Training Seminars, Workshops or Conferences Contractor must obtain prior DHCS 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 must 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 or Subcontractor to conduct routine business matters. Page 20 of 35 Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB 14. Confidentiality of Information City of Carlsbad 25-50069 Exhibit D a. The Contractor and its employees, agents, or subcontractors must protect from unauthorized disclosure names and other identifying information concerning persons either receiving services pursuant to this Agreement or persons whose names or identifying information become available or are disclosed to the Contractor, its employees, agents, or subcontractors as a result of services performed under this Agreement, except for statistical information not identifying any such person. b. The Contractor and its employees, agents, or subcontractors must not use such identifying information for any purpose other than carrying out the Contractor's obligations under this Agreement. c. The Contractor and its employees, agents, or subcontractors must promptly transmit to the DHCS Program Contract Manager all requests for disclosure of such identifying information not emanating from the client or person. d. The Contractor must not disclose, except as otherwise specifically permitted by this Agreement or authorized by the client, any such identifying information to anyone other than DHCS without prior written authorization from the DHCS Program Contract Manager, except if disclosure is required by State or Federal law. e. For purposes of this provision, identity will include, but not be limited to name, identifying number, symbol, or other identifying particular assigned to the individual, such as finger or voice print or a photograph. f. As deemed applicable by DHCS, 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. 15. Documents, Publications and Written Reports (Applicable to agreements over $5,000 under which publications, written reports and documents are developed or produced. Gov. Code§ 7550.) Any document, publication or written report (excluding progress reports, financial reports and normal contractual communications) prepared as a requirement of this Agreement must 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. 16. Dispute Resolution Process a. A Contractor grievance exists whenever there is a dispute arising from DHCS' action in the administration of an agreement. If there is a dispute or grievance Page 21 of 35 Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB City of Carlsbad 25-50069 Exhibit D between the Contractor and DHCS, the Contractor must seek resolution using the procedure outlined below. 1) The Contractor should first informally discuss the problem with the DHCS Program Contract Manager. If the problem cannot be resolved informally, the Contractor must direct its grievance together with any evidence, in writing, to the program Branch Chief. The grievance must state the issues in dispute, the legal authority or other basis for the Contractor's position and the remedy sought. The Branch Chief will render a decision within ten (10) working days after receipt of the written grievance from the Contractor. The Branch Chief will respond in writing to the Contractor indicating the decision and reasons therefore. If the Contractor disagrees with the Branch Chiefs 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 Chiefs decision. The Contractor must 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 Chiefs decision. The appeal must 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 Chiefs decision. The Deputy Director of the division in which the branch is organized or his/her designee will 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 will be directed to the Contractor within twenty (20) working days of receipt of the Contractor's second level appeal. The decision rendered by the Deputy Director or his/her designee will be the final administrative determination by the Department. 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 Health and Safety Code (Health & Saf. Code) § 100171. c. Unless otherwise stipulated in writing by DHCS, all dispute, grievance and/or appeal correspondence will be directed to the DHCS Program Contract Manager. d. There are organizational differences within DHCS' 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 will be notified in writing by the DHCS Program Contract Manager of the level, name, and/or title of the appropriate management official that is responsible for issuing a decision at a given level. e. Notwithstanding any dispute, the Contractor shall diligently continue performance of the Contract (including matters subject to dispute to the maximum extent possible). Page 22 of 35 Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB 17.Subrecipient Compliance City of Carlsbad 25-50069 Exhibit D (Applicable to agreements in which a Subrecipient receives federal funding. This does not apply to Medi-Cal programs.) Per 2 C.F.R. § 200.93, a Subrecipient is a non-federal entity that receives a subaward from a pass-through entity to carry out part of a federal award. Subrecipients must comply with certain requirements, including without limitation, audit requirements, as set forth in 2 C.F.R. Part 200, as applicable to Subrecipients. Subrecipients may be subject to applicable monitoring activities by DHCS as required in 2 C.F.R. § 200.332. 18. Human Subjects Use Requirements (Applicable only to federally funded agreements/grants in which performance, directly or through a subcontract/subaward, includes any tests or examination of materials derived from the human body.) By signing this Agreement, Contractor agrees that if any performance under this Agreement or any subcontract includes any tests or examination of materials derived from the human body for the purpose of providing information, diagnosis, prevention, treatment or assessment of disease, impairment, or health of a human being, all locations at which such examinations are performed shall meet the requirements of 42 U.S.C. § 263a (CUA) and the regulations thereunder. 19. Debarment and Suspension Certification (Applicable to all agreements funded in part or whole with federal funds.) a. By signing this Agreement, the Contractor/Grantee agrees to comply with applicable federal suspension and debarment regulations including, but not limited to 2 C.F.R. Part 180, 2 C.F.R. Part 376. b. By signing this Agreement, the Contractor certifies to the best of its knowledge and belief, that it and its principals: 1) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any federal department or agency; 2) Have not within a three-year period preceding this application/proposal/agreement been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) violation of Federal or State antitrust statutes; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, receiving stolen property, making false claims, obstruction of justice, or the commission of any other offense indicating a lack of business integrity or business honesty that seriously affects its business honesty; 3) Are not presently indicted for or otherwise criminally or civilly charged by a Page 23 of 35 Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB City of Carlsbad 25-50069 Exhibit D governmental entity (Federal, State or local) with commission of any of the offenses enumerated in Paragraph b(2) herein; and 4) Have not within a three-year period preceding this application/proposal/agreement had one or more public transactions (Federal, State or local) terminated for cause or default. 5) Have not, within a three-year period preceding this application/proposal/agreement, engaged in any of the violations listed under 2 C.F.R. Part 180, Subpart C as supplemented by 2 C.F.R. Part 376. 6) Shall not knowingly enter into any lower tier covered transaction with a person who is proposed for debarment under federal regulations (i.e., 48 C.F.R .part 9, subpart 9.4), debarred, suspended, declared ineligible, or voluntarily excluded from participation in such transaction, unless authorized by the State. 7) Will include a clause entitled, "Debarment and Suspension Certification" that essentially sets forth the provisions herein, in all lower tier covered transactions and in all solicitations for lower tier covered transactions. c. If the Contractor is unable to certify to any of the statements in this certification, the Contractor must submit an explanation to the DHCS Program Contract Manager. d. The terms and definitions herein have the meanings set out in 2 C.F.R. Part 180 as supplemented by 2 C.F.R. Part 376. e. If the Contractor knowingly violates this certification, in addition to other remedies available to the Federal Government, the DHCS may terminate this Agreement for cause or default. 20. Smoke-Free Workplace Certification (Applicable to federally funded agreements/grants and subcontracts/subawards, that provide health, day care, early childhood development services, education or library services to children under 18 directly or through local governments.) a. Public Law 103-227, also known as the Pro-Children Act of 1994 (Act), requires that smoking not be permitted in any portion of any indoor facility owned or leased or contracted for by an entity and used routinely or regularly for the provision of health, day care, early childhood development services, education or library services to children under the age of 18, if the services are funded by federal programs either directly or through state or local governments, by federal grant, contract, loan, or loan guarantee. The law also applies to children's services that are provided in indoor facilities that are constructed, operated, or maintained with such federal funds. The law does not apply to children's services provided in private residences; portions of facilities used for inpatient drug or alcohol treatment; service providers whose sole source of applicable federal funds is Medicare or Medicaid; or facilities where WIC coupons are redeemed. Page 24 of 35 Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB City of Carlsbad 25-50069 Exhibit D b. Failure to comply with the provisions of the law may result in the imposition of a civil monetary penalty of up to $1,000 for each violation and/or the imposition of an administrative compliance order on the responsible party. c. By signing this Agreement, Contractor or Grantee certifies that it will comply with the requirements of the Act and will not allow smoking within any portion of any indoor facility used for the provision of services for children as defined by the Act. The prohibitions herein are effective December 26, 1994. d. Contractor or Grantee further agrees that it will insert this certification into any subawards (subcontracts or subgrants) entered into that provide for children's services as described in the Act. 21.Drug Free Workplace Act of 1988 The Federal government implemented the Drug Free Workplace Act of 1988 in an attempt to address the problems of drug abuse on the job. It is a fact that employees who use drugs have less productivity, a lower quality of work, and a higher absenteeism, and are more likely to misappropriate funds or services. From this perspective, the drug abuser may endanger other employees, the public at large, or themselves. Damage to property, whether owned by this entity or not, could result from drug abuse on the job. All these actions might undermine public confidence in the services this entity provides. Therefore, in order to remain a responsible source for government contracts, the following guidelines have been adopted: a. The unlawful manufacture, distribution, dispensation, possession or use of a controlled substance is prohibited in the workplace. b. Violators may be terminated or requested to seek counseling from an approved rehabilitation service. c. Employees must notify their employer of any conviction of a criminal drug statue no later than five days after such conviction. d. Although alcohol is not a controlled substance, it is nonetheless a drug. It is the policy that abuse of this drug will also not be tolerated in the workplace. e. Contractors of federal agencies are required to certify that they will provide drug- free workplaces for their employees. 22. Covenant Against Contingent Fees (Applicable only to federally funded agreements.) The Contractor warrants that no person or selling agency has been employed or retained to solicit/secure this Agreement upon an agreement of understanding for a commission, percentage, brokerage, or contingent fee, except bona fide employees or bona fide established commercial or selling agencies retained by the Contractor for the purpose of securing business. For breach or violation of this warranty, DHCS Page 25 of 35 Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB City of Carlsbad 25-50069 Exhibit D will have the right to annul this Agreement without liability or in its discretion to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such commission, percentage, and brokerage or contingent fee. 23. Payment Withholds (Applicable only if a final report is required by this Agreement. Not applicable to government entities.) Unless waived or otherwise stipulated in this Agreement, DHCS may, at its discretion, withhold 10 percent (10%) of the face amount of the Agreement, 50 percent (50%) of the final invoice, or $3,000 whichever is greater, until DHCS receives a final report that meets the terms, conditions and/or scope of work requirements of this Agreement. 24. Progress Reports or Meetings (Applicable to consultant service agreements and, at DHCS' option, other agreements.) a. Contractor shall submit progress reports or attend meetings with state personnel at intervals determined by DHCS to determine if the Contractor is on the right track, whether the project is on schedule, provide communication of interim findings, and afford occasions for airing difficulties or special problems encountered so that remedies can be developed quickly. b. At the conclusion of this Agreement and if applicable, Contractor shall hold a final meeting at which Contractor shall present any findings, conclusions, and recommendations. If required by this Agreement, Contractor shall submit a comprehensive final report. 25. Performance Evaluation a. For all consultant service agreements of $5000 or more: 1) The Contractor's performance under this Agreement will be evaluated at the conclusion of the term of this Agreement. The evaluation will include, but not be limited to: a) Whether the contracted work or services were completed as specified in the Agreement and reasons for and amount of any cost overruns. b) Whether the contracted work or services met the quality standards specified in the Agreement. c) Whether the Contractor fulfilled all requirements of the Agreement and if not, in what ways the Contractor did not fulfill the contract. d) Factors outside the control of the Contractor, which caused difficulties in Contractor performance. Factors outside the control of the Contractor will not include a Subcontractor's poor performance. e) Other information the awarding agency may require. Page 26 of 35 Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB City of Carlsbad 25-50069 Exhibit D f) How the Contract results and findings will be utilized to meet the agency goals. 2) The evaluation of the Contractor will not be a public record. b. For all other agreements except grant agreements: DHCS may, at its discretion, evaluate the performance of the Contractor at the conclusion of this Agreement. If performance is evaluated, the evaluation will not be a public record and will remain on file with DHCS. Negative performance evaluations may be considered by DHCS prior to making future contract awards. 26. Officials Not to Benefit No members of or delegate of Congress or the State Legislature will be admitted to any share or part of this Agreement, or to any benefit that may arise therefrom. This provision will not be construed to extend to this Agreement if made with a corporation for its general benefits. 27. Prohibited Use of State Funds for Software (Applicable to agreements in which computer software is used in performance of the work.) 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. 28. Use of Disabled Veteran's Business Enterprises (DVBE) (Applicable to agreements over $10,000 in which the Contractor committed to achieve DVBE participation. Not applicable to agreements and amendments specifically exempted from DVBE requirements by DHCS.) a. The State Legislature has declared that a fair portion of the total purchases and contracts or subcontracts for property and services for the State be placed with disabled veteran business enterprises. b. All DVBE participation attachments, however labeled, completed as a condition of bidding, contracting, or amending a subject agreement, are incorporated herein and made a part of this Agreement by this reference. c. Contractor agrees to use the proposed DVBEs, as identified in previously submitted DVBE participation attachments. Contractor understands and agrees to comply with the requirements set forth in Mil. & Vet. Code § 999 et seq. in that should award of this Contract be based on part on its commitment to use the DVBE subcontractor(s) identified in its bid or offer, per Mil. & Vet. Code § 999.5(g), a DVBE subcontractor may only be replaced by another DVBE subcontractor and must be approved by both DHCS and the DGS prior to the commencement of any work by the proposed subcontractor. Changes to the Page 27 of 35 Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB City of Carlsbad 25-50069 Exhibit D scope of work that impact the DVBE subcontractor(s) identified in the bid or offer and approved DVBE substitutions will be documented by contract amendment. d. Requests for DVBE subcontractor substitution must include: 1) A written explanation of the reason for the DVBE substitution. 2) A written description of the business enterprise that will be substituted, including its DVBE certification status and contact information. 3) A written description of the work to be performed by the substituted DVBE subcontractor and an identification of the percentage share/dollar amount of the overall contract that the substituted subcontractor will perform. 4) One or more of the permissible justifications for substituting a DVBE subcontractor as found in 2 C.C.R. § 1896.73(9). e. Failure of the Contractor to seek substitution and adhere to the DVBE participation level identified in the bid or offer may be cause for contract termination, recovery of damages under rights and remedies due to the State, and penalties as outlined in Mil. & Vet. Code§ 999.9 and other applicable State laws. f. Upon completion of this Contract, DHCS requires the Contractor to certify using the Prime Contractor's Certification -DVBE Subcontracting Report (STD 817), all of the following: 1) The total amount the prime Contractor received under the Agreement; 2) The name, address, Contract number and certification ID Number of the DVBE(s) that participated in the performance of this Contract; 3) The amount and percentage of work the prime Contractor committed to provide to one or more DVBE(s) under the requirements of the Contract and the total payment each DVBE received from the prime Contractor; 4) That all payments under the Contract have been made to the DVBE(s); and 5) The actual percentage of DVBE participation that was achieved. Upon request, the prime Contractor must provide proof of payment for the work. g. If for this Contract the Contractor made a commitment to achieve the DVBE participation goal, the Department will withhold $10,000 from the final payment, or the full payment if less than $10,000, until the Contractor complies with the certification requirements above. A Contractor that fails to comply with the certification requirement must, after written notice, be allowed to cure the defect. Notwithstanding any other law, if, after at least 15 calendar days but not more than 30 calendar days from the date of written notice, the prime Contractor refuses to comply with the certification requirements, DHCS will permanently deduct $10,000 from the final payment, or the full payment if less than $10,000. (Mil. & Vet. Code§ 999.7.) Page 28 of 35 Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB City of Carlsbad 25-50069 Exhibit D h. A person or entity that knowingly provides false information will be subject to a civil penalty for each violation. (Mil. & Vet. Code § 999.5(d); Govt. Code § 14841.) i. Contractor agrees to comply with the rules, regulations, ordinances, and statutes that apply to the DVBE program as defined in § 999 of the Mil. & Vet. Code, including, but not limited to, the requirements of§ 999.5(d). 29. Use of Small, Minority Owned and Women's Businesses (Applicable to that portion of an agreement that is federally funded and entered into with institutions of higher education, hospitals, nonprofit organizations or commercial businesses.) Positive efforts must be made to use small businesses, minority-owned firms and women's business enterprises, whenever possible (i.e., procurement of goods and/or services). Contractors must take all of the following steps to further this goal. a. Ensure that small businesses, minority-owned firms and women's business enterprises are used to the fullest extent practicable. b. Make information on forthcoming purchasing and contracting opportunities available and arrange time frames for purchases and contracts to encourage and facilitate participation by small businesses, minority-owned firms and women's business enterprises. c. Consider in the contract process whether firms competing for larger contracts intend to subcontract with small businesses, minority-owned firms, and women's business enterprises. d. Encourage contracting with consortiums of small businesses, minority-owned firms and women's business enterprises when a contract is too large for one of these firms to handle individually. e. Use the services and assistance, as appropriate, of such organizations as the Federal Small Business Administration and the U.S. Department of Commerce's Minority Business Development Agency in the solicitation and utilization of small businesses, minority-owned firms and women's business enterprises. 30. Use of Small Business Subcontractors (Only applicable to agreements awarded in part due to the granting of small business preference where the Contractor committed to use small business subcontractors for at least 25% of the initial contract cost or amount bid.) a. All Small Business Preference Request attachments and Small Business Subcontractor/Supplier Acknowledgment attachments, however labeled, completed as a condition of bidding, are incorporated herein, and made a part of this Agreement by this reference. b. Contractor agrees to use each small business subcontractor/supplier, as Page 29 of 35 Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB City of Carlsbad 25-50069 Exhibit D identified in previously submitted Small Business Preference Request attachments, unless the Contractor submits a written request for substitution of a like or alternate subcontractor. All requests for substitution must be approved by DHCS, in writing (including email or fax), prior to using a proposed substitute subcontractor. c. Requests for substitution must be approved by the funding program and must include, at a minimum: 1) An explanation of the reason for the substitution. 2) A written description of the business enterprise that will be substituted, including its small business certification status and contact information. 3) If substitution of an alternate small business does not occur, include a written justification and description of the steps taken to try to acquire a new small business and how that portion of the Contract will be fulfilled. 4) A written description of the work to be performed by the substituted subcontractor identified by both task (if applicable) and dollar amount or percentage of the overall Contract that the substituted subcontractor will perform. The substituted business, if approved, must perform a commercially useful function in the Contract pursuant to 2 C.C.R. § 1896.15. d. DHCS may consent to the substitution if allowed by applicable State laws. e. Prior to the approval of the prime contractor's request for the substitution, the funding program will give notice in writing to the listed subcontractor of the prime contractor's request to substitute and the reasons for the request to substitute. The notice will be served by certified or registered mail to the last known address of the subcontractor. The listed subcontractor that has been so notified will have five (5) working days after the receipt of the notice to submit written objections to the substitution to the funding program. Failure to file these written objections will constitute the listed subcontractor's consent to the substitution. If written objections are filed, DHCS will give notice in writing of at least five (5) working days to the listed subcontractor of a hearing by DHCS on the prime contractor's request for substitution. f. Failure of the Contractor to subcontract with the small businesses listed in its bid or proposal to DHCS, or failure to follow applicable substitution rules and regulations will be grounds for DGS to impose sanctions pursuant to Gov. Code § 14842.5 and 2 C.C.R. § 1896.92. In the event such sanction are to be imposed, the Contractor be notified in writing and entitled to a hearing pursuant to Gov. Code§ 14842. and 2 C.C.R. § 1896.18 and§ 1896.20. g. If requested by DHCS, Contractor agrees to provide documentation/verification, in a form agreed to by DHCS, that small business subcontractor usage under this Agreement complies with the commitments specified during the contractor selection process. Page 30 of 35 Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB 31. Alien Ineligibility Certification (Applicable to sole proprietors entering into federally funded agreements.) City of Carlsbad 25-50069 Exhibit D By signing this Agreement, the Contractor certifies that he/she is not an alien that is ineligible for state and local benefits, as defined in Subtitle B of the Personal Responsibility and Work Opportunity Act. (8 U.S.C. § 1601, et seq.) 32. Union Organizing (Applicable only to grant agreements.) Grantee, by signing this Agreement, hereby acknowledges the applicability of Gov. Code §§ 16645 through 16649 to this Agreement. Furthermore, Grantee, by signing this Agreement, hereby certifies that: a. No state funds disbursed by this grant will be used to assist, promote or deter union organizing. b. Grantee shall account for state funds disbursed for a specific expenditure by this grant, to show those funds were allocated to that expenditure. c. Grantee must, where state funds are not designated as described in b herein, allocate, on a pro-rata basis, all disbursements that support the grant program. d. If Grantee makes expenditures to assist, promote or deter union organizing, Grantee will maintain records sufficient to show that no state funds were used for those expenditures, and that Grantee must provide those records to the Attorney General upon request. 33. Contract Uniformity (Fringe Benefit Allowability) (Applicable only to nonprofit organizations.) Pursuant to the provisions of Article 7 (commencing with § 100525) of Chapter 3 of Part 1 of Division 101 of the Health & Saf. Code, DHCS 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 or salary. 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. Page 31 of 35 Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB 3) Incentive awards and/or bonus incentive pay. 4) Allowances for off-site pay. 5) Location allowances. 6) Hardship pay. 7) Cost-of-living differentials. c. Specific allowable fringe benefits include: City of Carlsbad 25-50069 Exhibit D 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 must 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 Provision f (3)(a) 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. Page 32 of 35 Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB a) Example No. 1: City of Carlsbad 25-50069 Exhibit D 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-year budget 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 over the three-year period cannot exceed 156 weeks (3 x 52 weeks). 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 DHCS, the remaining unused two weeks of vacation and seven days of sick leave may not be claimed as an allowable cost. 34. Suspension or Stop Work Notification a. DHCS may, at any time, issue a notice to suspend performance or stop work under this Agreement. The initial notification may be a verbal or written directive issued by the funding Program's Contract Manager. Upon receipt of said notice, the Contractor is to suspend and/or stop all, or any part, of the work called for by this Agreement. b. Written confirmation of the suspension or stop work notification with directions as to what work (if not all) is to be suspended and how to proceed will be provided within 30 working days of the verbal notification. The suspension or stop work notification will remain in effect until further written notice is received from DHCS. The resumption of work (in whole or part) will be at DHCS' discretion and upon receipt of written confirmation. 1) Upon receipt of a suspension or stop work notification, the Contractor must immediately comply with its terms and take all reasonable steps to minimize or halt the incurrence of costs allocable to the performance covered by the notification during the period of work suspension or stoppage. 2) Within 90 days of the issuance of a suspension or stop work notification, DHCS will either: Page 33 of 35 Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB City of Carlsbad 25-50069 Exhibit D a) Cancel, extend, or modify the suspension or stop work notification; or b) Terminate the Agreement as provided for in the Cancellation/ Termination clause of the Agreement. c. If a suspension or stop work notification issued under this clause is canceled or the period of suspension or any extension thereof is modified or expires, the Contractor may resume work only upon written concurrence of funding Program's Contract Manager. d. If the suspension or stop work notification is canceled and the Agreement resumes, changes to the services, deliverables, performance dates, and/or contract terms resulting from the suspension or stop work notification will require an amendment to the Agreement. e. If a suspension or stop work notification is not canceled and the Agreement is canceled or terminated pursuant to the provision entitled Cancellation / Termination, DHCS will allow reasonable costs resulting from the suspension or stop work notification in arriving at the settlement costs. f. DHCS will not be liable to the Contractor for loss of profits because of any suspension or stop work notification issued under this clause. 35. Public Communications "Electronic and printed documents developed and produced, for public communications must follow the following requirements to comply with Section 508 of the Rehabilitation Act and the American with Disabilities Act: a. Ensure visual-impaired, hearing-impaired and other special needs audiences are provided material information in formats that provide the most assistance in making informed choices." 36. Legal Services Contract Requirements (Applicable only to agreements involving the performance of legal services.) The Contractor must: a. Adhere to legal cost and billing guidelines designated by DHCS. b. Adhere to litigation plans designated by DHCS. c. Adhere to case phasing of activities designated by DHCS. d. Submit and adhere to legal budgets as designated by DHCS. e. Maintain legal malpractice insurance in an amount not less than the amount designated by DHCS. Said amount must be indicated in a separate letter to the Contractor. Page 34 of 35 Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB City of Carlsbad 25-50069 Exhibit D f. Submit to legal bill audits and law firm audits if requested by DHCS. Such audits may be conducted by State employees or its designees or by any legal cost control providers retained by DHCS for such purpose. g. Applicable only to legal agreements of $50,000 or more: Contractor agrees to make a good faith effort to provide a minimum number of hours of pro bono legal services during each year of the contract equal to the lesser of 30 multiplied by the number of full time attorneys in the firm's offices in the State, with the number of hours prorated on an actual day basis for any contract period of less than a full year or 10% of its contract with the State. Failure to make a good faith effort may be cause for non-renewal of a state contract for legal services, and may be taken into account when determining the award of future contracts with the State for legal services. 37. Compliance with Statutes and Regulations a. The Contractor must comply with all California and federal law, regulations, and published guidelines, to the extent that these authorities contain requirements applicable to Contractor's performance under the Agreement. This includes any changes to the applicable laws, regulations, and/or published guidelines that arise after the execution of this Agreement. b. For federally funded agreements, these authorities include, but are not limited to, 2 C.F.R. Part 200, subpart F, Appendix II; 42 C.F.R. Part 431, subpart F; 42 C.F.R. Part 433, subpart D; 42 C.F.R. Part 434; 45 C.F.R. Part 75, subpart D; and 45 C.F.R. Part 95, subpart F. To the extent applicable under federal law, this Agreement will incorporate the contractual provisions in these federal regulations and they will supersede any conflicting provisions in this Agreement. Page 35 of 35 Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB 1. Amendment Process City of Carlsbad 25-50069 Exhibit E Exhibit E Additional Provisions A. This provision is in addition to provision 2 of Exhibit C, General Terms and Conditions (GTC 02/2025). B. Should either party, during the term of this Agreement, desire a change or amendment to the terms of this Agreement, such changes or amendments must be proposed in writing to the other party, who will respond in writing as to whether the proposed changes/amendments are accepted or rejected. If accepted and after negotiations are concluded, the agreed upon changes must be made through the State's official agreement amendment process, unless otherwise stipulated within this Agreement. No amendment will be considered binding on either party until it is formally approved by both parties and the Department of General Services (DGS), the Centers for Medicare and Medicaid (CMS), or any other applicable regulatory agencies, is such approval(s) are required. 2. Insurance Requirements Contractor must comply with the following insurance requirements: The Parties agree that the Contractor's performance under this contract does not constitute a hazardous activity as the Contractor is only providing simple use of the facility. DHCS has determined the Contractor's self-funded programs, in effect at the time this Agreement is entered into, are sufficient to meet DHCS' insurance requirements. (Revised 04/2025) Page 1 of 1 Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB Contractor's Release Instructions to Contractor: Final lnvoice(s) City of Carlsbad 25-50069 Exhibit F Submit one original invoice signed by a person authorized to bind the Contractor. The original invoice may submitted and signed electronically using an authorized electronic signature in accordance with California State Administrative Manual 1240. The only authorized form of electronic signature is a digital signature that meets requirements under California Government Code 16.5 and California Secretary of State Regulations for Digital Signatures. Submission of Final Invoice Pursuant to contract number _____ entered into between the Department of Health Care Services (DHCS) and the Contractor (identified below), the Contractor does acknowledge that final payment has been requested via invoice number(s) ______________ , in the amount(s) of$ _____________ and dated ______ _ If necessary, enter "See Attached" in the appropriate blocks and attach a list of invoice numbers, dollar amounts and invoice dates. Release of all Obligations By signing this form, and upon receipt of the amount specified in the invoice number(s) referenced above, the Contractor does hereby release and discharge the State, its officers, agents and employees of and from any and all liabilities, obligations, claims, and demands whatsoever arising from the above referenced contract. Repayments Due to Audit Exceptions / Record Retention By signing this form, Contractor acknowledges that expenses authorized for reimbursement does not guarantee final allowability of said expenses. Contractor agrees that the amount of any sustained audit exceptions resulting from any subsequent audit made after final payment will be refunded to the State. All expense and accounting records related to the above referenced contract must be maintained for audit purposes for no less than three years beyond the date of final payment, unless a longer term is stated in said contract. Recycled Product Use Certification By signing this form, Contractor certifies under penalty of perjury that a minimum of 0% unless otherwise specified in writing of post-consumer material, as defined in the Public Contract Code Section 12200, in products, materials, goods, or supplies offered or sold to the State regardless of whether it meets the requirements of Public Contract Code Section 12209. Contractor specifies that printer or duplication cartridges offered or sold to the State comply with the requirements of Section 12156(e). DHCS 2352 (Revised 08/2021) Page 1 of 2 Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB Reminder to Return State Equipment/Property (If Applicable) City of Carlsbad 25-50069 Exhibit F (Applies only if equipment was provided by DHCS or purchased with or reimbursed by contract funds) Unless DHCS has approved the continued use and possession of State equipment (as defined in the above referenced contract) for use in connection with another DHCS agreement, Contractor agrees to promptly initiate arrangements to account for and return said equipment to DHCS, at DHCS' expense, if said equipment has not passed its useful life expectancy as defined in the above referenced contract. Patents / Other Issues By signing this form, Contractor further agrees, in connection with patent matters and with any claims that are not specifically released as set forth above, that it will comply with all of the provisions contained in the above referenced contract, including, but not limited to, those provisions relating to notification to the State and related to the defense or prosecution of litigation. ONLY SIGN AND DATE THIS DOCUMENT WHEN ATTACHING IT TO THE FINAL INVOICE Contractor's Legal Name (as on contract): -------------------- Signature of Contractor or Official Designee: -------------------- Printed Name/Title of Person Signing: -------------------- Date: Distribution: Accounting (Original) Program DHCS 2352 (Revised 08/2021) Page 2 of 2 Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB City of Carlsbad 25-50069 USE25-3684FAC Exhibit G AGREEMENT FOR USE OF THE CARLSBAD SAFETY TRAINING CENTER (STC) BETWEEN THE CITY OF CARLSBAD AND DEPARTMENT OF HEALTH CARE SERVICES, AUDITS & INVESTIGATIONS, INVESTIGATIONS DIVISION 1. PARTIES AND DATE This Agreement for use of the Carlsbad Safety Training Center (STC) (" Agreement") is entered into this 20th day of june • 2025 • by and between the City of Carlsbad. a municipal corporation organized under the laws of the State of California with its relevant place of business at 5750 Orion Street. Carlsbad. California 92010 ("City''), and Department of Health Care Services, Audits & Investigations. Investigations Division with its principal place of business at P.O. Box 997413, MS 2000, Sacramento, CA 95899-7413 ("Agency"). City and Agency are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement. 2. RECITALS 2.1 Agency desires to use certain City facilities located at 5750 Orion Street in the City of Carlsbad. California, known as the Carlsbad Safety Training Center ("STC Facilities"); and 2.2 Agency desires to use the STC Facilities for the purposes of Firearms Training and other Law Enforcement Training Activities on or about July 1, 2025 ("Training Events"). 2.3 City is willing to allow the Agency to use the STC Facilities pursuant to the terms and conditions in this Agreement. 3. TERMS AND CONDITIONS 3.1 STC Facilities. City agrees to allow Agency to use the STC Facilities pursuant to this Agreement including the conditions, requirements, and fees as described in Exhibit "A," Exhibit "B," Exhibit "C", and applicable STC Standard Operating Procedures ("SOP"}, as may be amended from time to time by the City at its sole and absolute discretion, all as incorporated herein by this reference. The STC Facilities are subject to the needs of the City and as such the Agency's use of STC Facilities may be cancelled by the City at any time. In the event City determines, in its sole and absolute discretion, that the STC Facilities are needed for any City purposes, the Agency shall immediately vacate the STC Facilities upon notice by the City. It will also be understood that the STC Facilities will be made available on an "as is" basis. 3.2 Training Events. Agency represents and warrants that all attendees, participants, students, observers, instructors and any other persons brought to the STC Facilities by the Agency ("Agency Invitees") are qualified to participate in the Training Events, and use of the STC Facilities. The City retains the discretion to terminate this Agreement and requires all Agency Invitees to immediately vacate the STC Facilities if the Training Events or anyone's participation in the Training Events poses any kind of threat or liability to the City, the public, Agency Invitees or anyone else. Agency Invitees shall not be considered an employee or agent of City for any purpose related to the Training Events. 3.3 Release of Liability/ Assumption of Risk. In consideration of the City's Agreement to allow the Agency to use the STC Facilities, the Agency, on behalf of itself and its elected officials (appointed and elected), officers, employees, contractors, agents, volunteers, students, and all Agency Invitees hereby City Attorney Approved Version 8/23/2023 1 Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB City of Carlsbad 25-50069 USE25-3684FAC Exhibit G releases and forever discharges the City and each of its elected officials (appointed and elected), officers, employees, contractors, agents, and volunteers from any and all known and unknown, certain or contingent, past, present or future obligations, liabilities, demands, claims, costs, expenses, debts, controversies, damages, actions, and causes of action of every nature, character, or description which they may have against the City, arising from or in any way related to the Training Events, use of STC Facilities or this Agreement. Furthermore, Agency assumes all risks associated with using the STC Facilities for the Agency's purposes, including but not limited to inspections of the facility prior to and after use, determination that the facilities "as is" status is appropriate for the Agency's Training Events, supervision and control of all Agency Invitees involved in the Agency's use of the STC Facilities including Agency Invitees, members of the general public and anyone else exposed during the period of time the Agency is using the STC Facilities. AGENCY HEREBY ACKNOWLEDGES THAT IT HAS READ AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542 ("SECTION 1542"), WHICH IS SET FORTH BELOW: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY." BY SIGNING BELOW, AGENCY HEREBY WAIVES THE PROVISIONS OF SECTION 1542 IN CONNECTION WITH THE RELEASED MATTERS. DocuSigned by: Alu. .S"'4no A 16E38E260794 72 ... Signature of Agency Representative Alex Solorio, Acting Chief, Investigations Division Printed Name of Agency Representative 3.4 Indemnification. (Government Code 895.4). To the extent permitted under applicable law, including Government Code 895.4, Agency shall indemnify, defend, and hold harmless City, its officials (appointed or elected), officers, employees, contractors, agents, and volunteers ("Indemnified Parties") from and against any and all claims, damages, demands, liabilities, costs, losses, and expenses, including, without limitation, court costs and reasonable attorneys' fees and costs, arising out of, occurring in connection with or in any way related to Agency's actions or omissions during performance of this Agreement, use of STC facilities, or the Training Events, except to the extent arising from the sole negligence or willful misconduct of City." 3.5 Assumption of Risk Agreement and Participant Release. Agency shall ensure that all Agency Invitees observing or participating in the Training Events sign and execute a release, substantially in the same form as set forth in the attached Exhibit "B", incorporated by this reference ("Participant Release"). No one shall attend or participate in the Event or use the STC Facilities without signing and executing a Participant Release also commonly known as a Hold Harmless Agreement. City Attorney Approved Version 8/23/2023 2 Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB City of Carlsbad 25-50069 USE25-3684FAC Exhibit G 3.6 Insurance. Agency shall, at its sole expense, procure and maintain for the duration of its obligations under this Agreement insurance against claims for injuries to persons or damages to property which may arise from or be in connection with the STC Facilities and the Training Events or activities conducted by the Agency, its elected officials, officers, employees, contractors, agents, volunteers, students, and Agency Invitees. The insurance shall take the form of a commercial general liability policy or approved self-funding agreement, to include bodily injury, personal injury, and property damage coverage, written on an occurrence basis with a company reasonably acceptable to the City, in an amount not less than Two Million Dollars ($2,000,000} to cover any activities performed by any person under the permission granted herein and any damage or loss suffered or incurred by the City, its elected officials, officers, employees, contractors, agents, and volunteers resulting from such activity. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII" OR with a surplus line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI} with a rating in the latest Best's Key Rating Guide of at least "A:X". Agency shall maintain Workers Compensation coverage in the statutorily required amounts, if applicable. Agency shall require its insurer to waive all rights of subrogation against City, its elected officials, officers, employees, contractors, agents, and volunteers, except for any liability resulting from the willful misconduct or grossly negligent acts of City. The Agency will provide evidence of such insurance coverage to City's satisfaction prior to initiating the Training Events. The Agency shall cause all such policies to be endorsed to add the City, its elected officials, officers, employees, contractors, agents, and volunteers as Additional lnsured's. City has determined Agency's self- funded programs in effect at the time this Agreement is entered into are sufficient to meets City's insurance requirements. Any changes to Agency's self-funded programs occurring after the time this Agreement is entered into must be reviewed and approved by the City, in its sole discretion, for sufficiency. 3.7 Governmental Approvals. Agency shall or has obtained all necessary and applicable federal, state and local approvals, certifications, and permits to conduct the Training Events prior to use of STC Facilities. City reserves the right to require Agency to provide proof regarding these approvals, certifications, and permits, if applicable. 3.8 Scheduling of Facility/ Cancellations. Agency may schedule use of the City's Facilities on an "as available", "first come first served" basis by contacting the City's Facility Manager. In the event Agency is unable to use its allotted time(s), it shall, contact the City's Facility Manager within ten (10} business days. Agency will be invoiced for hours scheduled not actual hours used if sufficient notice for cancellation is not provided. 3.9 Term of Agreement. The term of this Agreement shall commence upon execution of this Agreement by City, and shall terminate three (3) years from the date of commencement. It is also understood that the City may terminate this Agreement at any time for any or no reason. 3.10 Payments for Use of STC Facilities. City shall invoice Agency on an hourly fee based upon Agency scheduling and use of STC Facilities. All STC Facility use fees shall be in accordance with the STC Facility fee table which may be amended by the City from time to time. Agency shall remit payment in full to the attention of City of Carlsbad, 1635 Faraday Avenue, Carlsbad, CA 92008, within thirty days (30} days of receipt of such invoice. A late charge equivalent to 5% of the unpaid balance shall be assessed on all accounts ten (10} or more days past due. Agency shall be liable for the payment at the full cost of the use of the STC Facilities for the hours scheduled for Training Events whether or not Agency subsequently uses the STC Facilities or not. City Attorney Approved Version 8/23/2023 3 Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB City of Carlsbad 25-50069 USE25-3684FAC Exhibit G 3.11 Accidents/ Damage Investigations. The Agency Safety Officer, as such person is described in the STC Facilities Standard Operating Procedures (SOP), shall immediately report any injury or non- injury accidents, equipment damage and/or negligent firearm discharges immediately to the City Facility Manager. The Parties agree to fully and promptly cooperate in the investigations of injury or non-injury accidents, equipment damage and/or negligent firearm discharges arising from Agency's use of the STC Facilities. The City's Facility Manager will coordinate such investigations for the purpose of determining cause, responsibility and any physical or operational modifications or improvements deemed necessary to improve facility safety. In the event damage to the STC Facility requires repair and/or replacement, City shall affect such repair and present to the Agency an invoice for the cost of the repairs/replacement plus 5% (five percent) for City administrative costs. Agency shall remit payment in full to the attention of City of Carlsbad, 1635 Faraday Avenue, Carlsbad, CA 92008, within thirty days (30) days of receipt of such invoice. A late charge equivalent to 5% of the unpaid balance shall be assessed on all accounts ten (10) or more days past due. 3.12 Facility Inspections/ Cleanup. The Parties will conduct a joint inspection of STC Facilities before and after use. All damages will be annotated on inspection sheets provided by the City's Facility Manager to Agency. Agency shall be responsible for general cleanup of the STC Facilities following its use of the same. For purposes of this Agreement, "cleanup" for STC Facilities will be described in further detail in the STC Facilities SOP. 3.13 Notices. Except as otherwise expressly provided by law, any and all notices or other communications required or permitted by this Agreement to be served on or given to either Party to this Agreement shall be in writing and shall be deemed duly served or given when personally delivered to the Party to whom it is directed or to any managing or executive officer or director of that Party in lieu of personal service when deposited in the United States mail, first class postage prepaid, addressed as follows: If to Agency: Alex Solorio Department of Health Care Services, Audits & Investigations, Investigations Division P.O. Box 997413, MS 2000 Sacramento, CA 95899-7413 If to City: City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008 Attn: Janean Hawney Contract Administration With copy to: Office of the City Attorney 1200 Carlsbad Village Drive Carlsbad, CA 92008 3.14 Survival. Agency's obligations to release, indemnify, defend, and hold harmless the Indemnified Parties as set forth in Section 3.4, shall survive expiration or termination of the term of this Agreement and shall remain in effect until there is no risk to the City of any liability for any claims or losses due to the use of the STC Facilities for the Training Events. City Attorney Approved Version 8/23/2023 4 Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB City of Carlsbad 25-50069 USE25-3684FAC Exhibit G 3.15 Interpretation. The provisions of this Agreement are intended by the Parties to be interpreted and construed to provide the fullest protection possible under the law to the City. 3.16 Selection of Counsel. Agency's obligation to indemnify the Indemnified Parties under this Agreement shall include the obligation of the Agency to defend the City with legal counsel of City's own choosing. In the event City elects not to select such counsel, the designation of such counsel shall be made by the Agency but shall be subject to prior approval by City. 3.17 Entire Agreement. This written document contains the entire agreement of the Parties and supersedes any prior oral or written statements or agreements between the Parties. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by the Parties. 3.18 Waiver and Severability. No waiver of any default shall constitute a waiver of any other breach or default, whether of the same or of any other covenant or condition. No waiver, benefit, privilege or service voluntarily given or performed by either Party shall give the other party any contractual right by custom, estoppel or otherwise. If any provision of this Agreement is invalid or unenforceable with respect to any Party, the remainder of this Agreement or the application of such provision to persons other than those as to whom it is held invalid or unenforceable, shall not be affected and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 3.19 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original and which collectively shall constitute one instrument. 3.20 Authority: Binding on Successors and Assigns. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to enter into this Agreement and bind each respective Party. This Agreement shall be binding on and inure to the benefit of the successors and permitted assignees of the respective Parties. Notwithstanding the foregoing, this Agreement may not be assigned by Agency unless City consents in writing to such assignment. 3.21 Governing Law and Venue. This Agreement shall be governed by the laws of the State of California. Any action to interpret or enforce this Agreement shall be brought and maintained exclusively in the courts of and for San Diego County, California. [signatures on following page] City Attorney Approved Version 8/23/2023 5 Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB 4. AUTHORITY City of Carlsbad 25-50069 USE25-3684FAC Exhibit G The individuals executing this Agreement and the instruments referenced in it, on behalf of Agency, each represent and warrant that they have the legal power, right and actual authority to bind Agency to the terms and conditions ofthis Agreement. CITY OF CARLSBAD By: Attest: --~-V'~...___f_V'it__.__ __ _ Geoff Patnoe, City Manager for Sherry Freisinger, City Clerk If required by City, proper notarial acknowledgment of execution by Agency must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President AGENCY ~lex_oc-uS-~n_;:_~_:= ________ _ tsy: ~~fft~079472 By: Alex Solorio Name (print) Acting Chief, Investigations Division Title (print) APPROVED AS TO FORM CINDIE K. McMAHON, City Attorney By: Assistant City Attorney Group B Secretary, Assistant Secretary, CFO, or Assistant Treasurer By: Signature By: Name (print) By: Title (print) City Attorney Approved Version 8/23/2023 6 Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB EXHIBIT "A" SAFETY TRAINING CENTER FACILITY DESCRIPTION, CAPABILITIES AND LOCATION City of Carlsbad 25-50069 USE25-3684FAC Exhibit G 1. The Carlsbad Safety Training Center (STC) is a four-acre facility that provides training resources which can replicate emergency scenarios and high-risk training events that Joint First Responders may encounter when conducting public safety operations. The STC Facilities are predominantly used by firefighting and law enforcement agencies to maintain and enhance their First Responder capabilities and to increase the readiness of internal public safety networks. The training conducted at this facility is crucial to building a rapid and capable First Responder Agency that can respond to emergencies within the City of Carlsbad and outlying cities. 2. The STC Facilities consists of a primary training building which houses two indoor shooting ranges (25 yards and 100 yards), multiple storage areas, and three classrooms with audio visual systems, and a training room for computer generated training scenarios. The outside areas of the facility consist of a residential live fire burn prop, four story commercial tower with multiple live fire burn props, confined space training area, trench extrication area, vehicle extrication area, city streetscape, emergency vehicle training area (grinder), parking, and various equipment storage areas that house City of Carlsbad Police and Fire related equipment. 3. General Location Information: a. The STC is located at 5750 Orion Street, Carlsbad, CA 92010. b. U.S. Geological Survey (USGS) Information: -Map Sheet: San Luis Rey Quadrangle. California-San Diego (7.5 Minute Series) -Latitude and Longitude: N 33° 8' 16.106" W 117° 16' 0.397" -Grid Reference System (10-digit/WGS-84 Datum): llS MS 75118 66596 City Attorney Approved Version 8/23/2023 7 Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB Sample -This form will be executed upon the commencement of training EXHIBIT "B" PARTICIPANT RELEASE (HOLD HARMLESS CERTIFICATION) City of Carlsbad 25-50069 USE25-3684FAC Exhibit G I, ________________ (print name), have voluntarily requested that the City of Carlsbad ("City") allow me to use or observe the use of the facilities at the Carlsbad Safety Training Center and/or the various safety training apparatus located at 5750 Orion Street, Carlsbad, California, 92010, known as the Carlsbad Safety Training Center ("STC Facilities"), for the purposes of Firearms Training and other Law Enforcement Training Activities on or about ________ ("Training Events"). I hereby acknowledge, understand and agree that the City is allowing the use of said STC Facilities for my sole benefit. I also acknowledge, understand and agree that by using STC Facilities I may be exposed to risks of damage to my person or property, including, but not limited to, personal property damage, personal bodily injury, mental or psychological effects, gunshot wounds, small explosions, strikes from bullet fragments and shell casings, falls from high structures, trip and snag hazards, falls on wet surfaces, lead contamination, falling debris, motor vehicle accidents, and/or other known and unknown hazards that may result in serious bodily injury or death. I understand, acknowledge and agree that such serious bodily injury or death may be caused, either directly or indirectly, in whole or in part, by the fact that I am present upon the STC Facilities site whether or not I may be participating in or observing a Training Event. I HEREBY ACKNOWLEDGE, UNDERSTAND AND AGREE that I am fully aware of the risks and hazards inherent in using or observing the use of STC Facilities or participating in a Training Events, and I hereby accept and assume full responsibility for any and all risks of damage, injury, effects or death resulting to me or my property while using or observing the use of the STC Facilities, or participating in a Training Event, or resulting from the use or condition of STC Facilities, whether or not using STC Facilities, and whether or not the risks are known or unknown to me or to City. ___ (Initial) I HEREBY ACKNOWLEDGE, UNDERSTAND AND AGREE, in consideration for the City allowing me to use or observe the use of STC Facilities or to participate in the Training Events, that I, my personal representatives, heirs, next-of-kin and assigns (collectively the "Releasers") hereby release, waive, discharge, and covenant not to sue or bring any claim or demand, whether administrative, judicial or otherwise, against the City and its elected officials (appointed and elected), officers, employees, contractors, agents, and volunteers for any and all liability from and for any loss or damage to me or the other Releasers, and from and for any claims or demands therefor on account of injury to the person or property of me or the other Releasers, including, but not limited to, personal property damage, personal bodily injury, mental or psychological effects, or death, whether caused by the negligence or willful misconduct of me, the City, other participants in the Training Events, or anyone else while I participate in the Training Events, or the condition of STC Facilities and whether or not using STC Facilities, and whether or not the risks are known or unknown to me or the City. ___ (Initial) I HEREBY ACKNOWLEDGE, UNDERSTAND AND AGREE to release on my behalf and on behalf of the Releasers any and all unknown claims. I understand and agree that the released claims include not only claims presently known to me and/or the Releasers, but also include all known and unknown, suspected and unsuspected, claims, rights, demands, actions, obligations, liabilities, and causes of action of every kind and character that would otherwise come within the scope of the claims released herein. I City Attorney Approved Version 8/23/2023 8 Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB City of Carlsbad 25-50069 USE25-3684FAC Exhibit G understand that I and/or the Releasers may hereafter discover facts different from what I/they now believe to be true, which if known, could have materially affected the terms of this release, waiver, indemnity and hold harmless certification, but we (the Releasers and I) nevertheless waive and relinquish any claims or rights based on such different or additional facts. With respect to the released claims, I knowingly and voluntarily waive and relinquish any and all rights or benefits that I and/or the Releasers may now have, or in the future may have, under the terms of Section 1542 of the California Civil Code, which provides as follows: "A general release does not extend to claims which the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." ___ (Initial) I HEREBY ACKNOWLEDGE, UNDERSTAND AND AGREE to defend, indemnify, save and hold free and harmless the City and its elected officials, officers, employees, contractors, agents, and volunteers from any and all liability from loss, damage, cost or injury, including death, to any property or persons, including third parties, in any manner arising out of or incident to any acts, omissions or willful misconduct of me while I participate in the Training Events, whether while using STC Facilities, including without limitation the payment of attorneys' fees and costs (with attorneys of City's choosing, in its sole and absolute discretion). Further, I shall defend at my own expense, including attorneys' fees and costs (with attorneys of City's choosing, in its sole and absolute discretion), the City and its elected officials, officers, employees, contractors, agents, and volunteers in any action or proceeding, legal, administrative or otherwise, based upon such acts, omissions or willful misconduct. ___ (Initial) I HEREBY ACKNOWLEDGE, UNDERSTAND AND AGREE that this release, waiver, indemnity and hold harmless certification is intended to be as broad and inclusive as is permitted by the laws of the State of California, and that if any portion thereof is held invalid, it is agreed that the balance shall, notwithstanding, continue in full legal force and effect. ___ (Initial) I HEREBY ACKNOWLEDGE, UNDERSTAND AND AGREE that I have read, understand, and voluntarily sign this release, waiver, indemnity and hold harmless certification and have had the opportunity to review this certification with legal counsel, and I agree that no oral representations, statements or inducements apart from the foregoing written certification have been made, and I further agree this certification shall be binding on me and my personal representatives, heirs, assigns and next-of-kin. ___ (Initial) I HEREBY ACKNOWLEDGE, UNDERSTAND AND AGREE that I am age 18 or older, and that I will strictly abide by all safety requirements and other instructions given to me by any and all City personnel and/or agency instructors at all times during my presence on the STC site and during my participation in any Training Events or use of STC Facilities. ___ (Initial) City Attorney Approved Version 8/23/2023 9 Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB City of Carlsbad 25-50069 USE25-3684FAC Exhibit G I HAVE CAREFULLY READ, UNDERSTAND, ACKNOWLEDGE AND AGREE TO THIS RELEASE, WAIVER, INDEMNITY AND HOLD HARMLESS CERTIFICATION. I UNDERSTAND THAT I AM GIVING UP VALUABLE LEGAL RIGHTS BY SIGNING THIS RELEASE, WAIVER, INDEMNITY AND HOLD HARMLESS CERTIFICATION. I HAVE AGREED TO SIGN THIS CERTIFICATION OF MY OWN FREE WILL. I UNDERSTAND THAT I MAY SEEK THE ADVICE OF AN ATTORNEY IN ANY MATTER CONNECTED WITH THIS RELEASE, WAIVER, INDEMNITY AND HOLD HARMLESS CERTIFICATION BEFORE SIGNING. PARTICIPANT SIGNATURE: By: Signature Printed Name Date Agency/Company Name City Attorney Approved Version 8/23/2023 10 Docusign Envelope ID: 47F46CCE-A4A6-40FE-8645-815D6F27D7EB EXHIBIT "C" FISCAL YEAR 2024-2025 City of Carlsbad 25-50069 USE25-3684FAC Exhibit G SAFETY TRAINING CENTER FACILITY USE FEES One Shooting Range One Shooting Range Two Shooting Ranges Two Shooting Ranges Classroom Classroom Confined Space Prop Confined Space Prop Grinder Grinder Grinder/Commercial Prop (No Fire Ops) Grinder/Commercial Prop (No Fire Ops) Grinder/Residential Prop (No Fire Ops) Grinder/Residential Prop (No Fire Ops) PriSim (Training Simulator) PriSim (Training Simulator) Pump Draft Pit Pump Draft Pit Streetscape Streetscape Shooting Range -Hourly *Fees are subject to change by City Council adopted resolutions **Fees effective Sept. 1, 2024 11 full day $ 1,395.00 1/2 day $ 698.00 full day $ 1,567.00 1/2 day $ 819.00 full day $ 662.00 1/2 day $ 379.00 full day $ 733.00 1/2 day $ 366.00 full day $ 525.00 1/2 day $ 306.00 full day $ 759.00 1/2 day $ 379.00 full day $ 759.00 1/2 day $ 379.00 full day $ 552.00 1/2 day $ 276.00 full day $ 442.00 1/2 day $ 221.00 full day $ 185.00 1/2 day $ 135.00 hourly $ 141.00 City Attorney Approved Version 8/23/2023 Contractor/Bidder Firm Name (Printed) Federal ID Number Date Executed Executed in the County of Contractor Certification Clauses CCC 04/2017 CERTIFICATION I, the official named below, CERTIFY UNDER PENALTY OF PERJURY that I am duly authorized to legally bind the prospective Contractor to the clause(s) listed below. This certification is made under the laws of the State of California. By (Authorized Signature) Printed Name and Title of Person Signing CONTRACTOR CERTIFICATION CLAUSES 1.STATEMENT OF COMPLIANCE: Contractor has, unless exempted, complied with the nondiscrimination program requirements. (Gov. Code §12990 (a-f) and CCR, Title 2,Section 11102) (Not applicable to public entities.) 2.DRUG-FREE WORKPLACE REQUIREMENTS: Contractor will comply with therequirements of the Drug-Free Workplace Act of 1990 and will provide a drug-freeworkplace by taking the following actions: a. Publish a statement notifying employees that unlawful manufacture, distribution,dispensation, possession or use of a controlled substance is prohibited and specifyingactions to be taken against employees for violations. b. Establish a Drug-Free Awareness Program to inform employees about: 1) the dangers of drug abuse in the workplace; 2) the person's or organization's policy of maintaining a drug-free workplace; 3) any available counseling, rehabilitation and employee assistance programs; and, 4) penalties that may be imposed upon employees for drug abuse violations. c. Every employee who works on the proposed Agreement will: 1) receive a copy of the company's drug-free workplace policy statement; and, City of Carlsbad 95-6004793 Geoff Patnoe, City Manager San Diego Docusign Envelope ID: 3727FF1D-B020-4383-8638-FE9B445BA581 6/20/2025 2) agree to abide by the terms of the company's statement as a condition of employment on the Agreement. Failure to comply with these requirements may result in suspension of payments under the Agreement or termination of the Agreement or both and Contractor may be ineligible for award of any future State agreements if the department determines that any of the following has occurred: the Contractor has made false certification, or violated the certification by failing to carry out the requirements as noted above. (Gov. Code §8350 et seq.) 3. NATIONAL LABOR RELATIONS BOARD CERTIFICATION: Contractor certifies that no more than one (1) final unappealable finding of contempt of court by a Federal court has been issued against Contractor within the immediately preceding two-year period because of Contractor's failure to comply with an order of a Federal court, which orders Contractor to comply with an order of the National Labor Relations Board. (Pub. Contract Code §10296) (Not applicable to public entities.) 4. CONTRACTS FOR LEGAL SERVICES $50,000 OR MORE- PRO BONO REQUIREMENT: Contractor hereby certifies that Contractor will comply with the requirements of Section 6072 of the Business and Professions Code, effective January 1, 2003. Contractor agrees to make a good faith effort to provide a minimum number of hours of pro bono legal services during each year of the contract equal to the lessor of 30 multiplied by the number of full time attorneys in the firm’s offices in the State, with the number of hours prorated on an actual day basis for any contract period of less than a full year or 10% of its contract with the State. Failure to make a good faith effort may be cause for non-renewal of a state contract for legal services, and may be taken into account when determining the award of future contracts with the State for legal services. 5. EXPATRIATE CORPORATIONS: Contractor hereby declares that it is not an expatriate corporation or subsidiary of an expatriate corporation within the meaning of Public Contract Code Section 10286 and 10286.1, and is eligible to contract with the State of California. 6. SWEATFREE CODE OF CONDUCT: a. All Contractors contracting for the procurement or laundering of apparel, garments or corresponding accessories, or the procurement of equipment, materials, or supplies, other than procurement related to a public works contract, declare under penalty of perjury that no apparel, garments or corresponding accessories, equipment, materials, or supplies furnished to the state pursuant to the contract have been laundered or produced in whole or in part by sweatshop labor, forced labor, convict labor, indentured labor under penal sanction, abusive forms of child labor or exploitation of children in sweatshop labor, or with the benefit of sweatshop labor, forced labor, convict labor, indentured labor under penal sanction, abusive forms of child labor or exploitation of children in sweatshop labor. The contractor further declares under penalty of perjury that they adhere to the Sweatfree Code of Conduct as set forth on the California Department of Industrial Relations website located at www.dir.ca.gov, and Public Contract Code Section 6108. b. The contractor agrees to cooperate fully in providing reasonable access to the contractor’s records, documents, agents or employees, or premises if reasonably Docusign Envelope ID: 3727FF1D-B020-4383-8638-FE9B445BA581 required by authorized officials of the contracting agency, the Department of Industrial Relations, or the Department of Justice to determine the contractor’s compliance with the requirements under paragraph (a). 7. DOMESTIC PARTNERS: For contracts of $100,000 or more, Contractor certifies that Contractor is in compliance with Public Contract Code section 10295.3. 8. GENDER IDENTITY: For contracts of $100,000 or more, Contractor certifies that Contractor is in compliance with Public Contract Code section 10295.35. DOING BUSINESS WITH THE STATE OF CALIFORNIA The following laws apply to persons or entities doing business with the State of California. 1. CONFLICT OF INTEREST: Contractor needs to be aware of the following provisions regarding current or former state employees. If Contractor has any questions on the status of any person rendering services or involved with the Agreement, the awarding agency must be contacted immediately for clarification. Current State Employees (Pub. Contract Code §10410): 1). No officer or employee shall engage in any employment, activity or enterprise from which the officer or employee receives compensation or has a financial interest and which is sponsored or funded by any state agency, unless the employment, activity or enterprise is required as a condition of regular state employment. 2). No officer or employee shall contract on his or her own behalf as an independent contractor with any state agency to provide goods or services. Former State Employees (Pub. Contract Code §10411): 1). For the two-year period from the date he or she left state employment, no former state officer or employee may enter into a contract in which he or she engaged in any of the negotiations, transactions, planning, arrangements or any part of the decision-making process relevant to the contract while employed in any capacity by any state agency. 2). For the twelve-month period from the date he or she left state employment, no former state officer or employee may enter into a contract with any state agency if he or she was employed by that state agency in a policy-making position in the same general subject area as the proposed contract within the 12-month period prior to his or her leaving state service. If Contractor violates any provisions of above paragraphs, such action by Contractor shall render this Agreement void. (Pub. Contract Code §10420) Members of boards and commissions are exempt from this section if they do not receive payment other than payment of each meeting of the board or commission, payment for preparatory time and payment for per diem. (Pub. Contract Code §10430 (e)) 2. LABOR CODE/WORKERS' COMPENSATION: Contractor needs to be aware of the provisions which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions, and Docusign Envelope ID: 3727FF1D-B020-4383-8638-FE9B445BA581 Contractor affirms to comply with such provisions before commencing the performance of the work of this Agreement. (Labor Code Section 3700) 3. AMERICANS WITH DISABILITIES ACT: Contractor assures the State that it complies with the Americans with Disabilities Act (ADA) of 1990, which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA. (42 U.S.C. 12101 et seq.) 4. CONTRACTOR NAME CHANGE: An amendment is required to change the Contractor's name as listed on this Agreement. Upon receipt of legal documentation of the name change the State will process the amendment. Payment of invoices presented with a new name cannot be paid prior to approval of said amendment. 5. CORPORATE QUALIFICATIONS TO DO BUSINESS IN CALIFORNIA: a. When agreements are to be performed in the state by corporations, the contracting agencies will be verifying that the contractor is currently qualified to do business in California in order to ensure that all obligations due to the state are fulfilled. b. "Doing business" is defined in R&TC Section 23101 as actively engaging in any transaction for the purpose of financial or pecuniary gain or profit. Although there are some statutory exceptions to taxation, rarely will a corporate contractor performing within the state not be subject to the franchise tax. c. Both domestic and foreign corporations (those incorporated outside of California) must be in good standing in order to be qualified to do business in California. Agencies will determine whether a corporation is in good standing by calling the Office of the Secretary of State. 6. RESOLUTION: A county, city, district, or other local public body must provide the State with a copy of a resolution, order, motion, or ordinance of the local governing body which by law has authority to enter into an agreement, authorizing execution of the agreement. 7. AIR OR WATER POLLUTION VIOLATION: Under the State laws, the Contractor shall not be: (1) in violation of any order or resolution not subject to review promulgated by the State Air Resources Board or an air pollution control district; (2) subject to cease and desist order not subject to review issued pursuant to Section 13301 of the Water Code for violation of waste discharge requirements or discharge prohibitions; or (3) finally determined to be in violation of provisions of federal law relating to air or water pollution. 8. PAYEE DATA RECORD FORM STD. 204: This form must be completed by all contractors that are not another state agency or other governmental entity. Docusign Envelope ID: 3727FF1D-B020-4383-8638-FE9B445BA581 Claim Reporting & Customer Service: Government Claims Program | Tel 800.955.0045 | gcinfo@dgs.ca.gov Motor Vehicle Liability Claims | Tel 800.900.3634 | claims@dgs.ca.gov Self-Insurance Letters: RiskManagement@dgs.ca.gov Office of Risk and Insurance Management | State of California | California Government Operations Agency 707 Third Street, Third Floor | West Sacramento, CA 95605 | (916) 376-5000 | www.dgs.ca.gov Governor Gavin Newsom STATE OF CALIFORNIA PUBLIC LIABILITY AND WORKERS’ COMPENSATION INSURANCE FISCAL YEAR JULY 1, 2025 / JUNE 30, 2026 To Whom It May Concern: In accordance with Government Code section 11007.4, the State of California has elected to be self-insured for liability exposures. Under this form of insurance, the State and its employees acting in the course and scope of their employment are insured for tort liability arising out of official State business. All claims against the State of California based on tort liability should be presented as a government claim to the Government Claims Program (Gov. Code section 900, et. seq.) P.O. Box 989052 MS 414, West Sacramento, CA 95798-9052. File Government Claim The State of California has also elected to be insured for its motor vehicle liability exposures through the State Motor Vehicle Liability Self-Insurance Program (VELSIP). This program provides liability coverage arising out of the operations of motor vehicles used by state employees for official state business (California Vehicle Code Sections 17000 and 17001). Motor vehicle liability claims against the State of California should be presented to the Office of Risk and Insurance Management, P.O. Box 989052 MS-403, West Sacramento, CA 95798-9052, claims@dgs.ca.gov. If your motor vehicle liability claim is not resolved within six months from the date of loss, California law requires you to file a formal claim with the Government Claims Program, P.O. Box 989052 MS 414, West Sacramento, CA 95798-9052. (Gov. Code section 900, et. seq.). Report Vehicle Accident Involving State Employees The State of California has a Master Agreement with the State Compensation Insurance Fund regarding workers’ compensation benefits for all state employees, as required by the Labor Code. Sincerely, Devon Lima-Mitchell | Insurance Analyst Devon.limamitchell@dgs.ca.gov iJGS CALIFORNIA DEPARTMENT OF GENERAL SERVICES