Loading...
HomeMy WebLinkAbout08.K- Parks, Recreation & Community Services RESOLUTION (ID#2239) DOC ID: 2239 CITY OF SAN BERNARDINO—REQUEST FOR COUNCIL ACTION Agreement/Contract Amendment From: Kevin L. Hawkins M/CC Meeting Date: 01/22/2013 Prepared by: Harriet Myers, (909)384-5233 Dept: Parks, Recreation&Community Ward(s): All Services Subject: Resolution of the Mayor and Common Council of the City of San Bernardino Authorizing the City Manager to Execute a Renewal Local Incentive Grant Award Agreement with the Network for Healthy California in the Amount of$114,750 for a Three-Year Period — February 1, 2013 through September 30, 2016. Financial Impact: With execution of this contract, funds for this program will be available in the"Nutrition Network Grant' account(Account No. 123-577-xxxx-0000-0074). Account No.: 123-576-xxxx-0000-0074 Budgeted Amount: Balance as of 1/22/2013: $77,627 Balance after Approval of Item: $114,750 Please note this balance does not indicate available funding. It does not include non-encumbered reoccurring expenses or expenses incurred but not yet processed. Motion: Adopt the Resolution. Synopsis of Previous Council Action: 11-1-2010 - Resolution of the Mayor and Common Council of the City of San Bernardino authorizing the City Manager to execute a renewal local incentive grant award agreement with the Network for Healthy California (Network) in the amount of $310,506 for a three-year period-October 1,2010 through September 30, 2013. 5-17-2010 -Mayor and Common Council of the City of San Bernardino ratified submittal of Renewal Local Incentive Award grant application for a Network for Healthy California(Network) grant in the amount of$98,495 for a one-year period - October 1, 2010 through September 30,2011. Background: The Parks, Recreation and Community Services Department has successfully acted as a Local Incentive Awardee (LIA) administering the California Department of Health Services grant (formerly known as the California Nutrition Network Grant) since October 1, 1999. On November 1, 2010, the Mayor and Common Council approved the 6h grant extension application for this program. As with previous extensions, the program was administered (on an October through September fiscal year) at the State level despite ongoing state budget challenges. After resolving recent state budget issues, the California Department of Health Services notified staff that the program would now be administered at reduced funding levels at the County level Updated: 1/17/2013 by Georgeann"Gigi"Hanna 2239 through the County Department of Public Health - Human Services. Although the current agreement remains in effect through September 30, 2013, (which does not allow for double funding)the County approval commences at their Board meeting on January 29,2013. As such, the County requested that the Mayor and Common Council authorize the City Manager to execute a contract renewal prior to their Board action. Once approved, the County- administered program funding will commence at the conclusion of the current agreement as follows: Initial State grant approval (11/1/2010) Term Grant Amount Oct 1, 2010 - Sept 30,2013 $310,506 Extended County grant approval (1/29/2013) Term Grant Amount Feb 1,2013 - Sept 30, 2013 $ 0 Oct 1, 2013 - Sept 30,2014 $ 28,687.50 Oct 1, 2014 - Sept 30,2015 $ 38,250.00 Oct 1,2015 - Sept 30,2016 $ 38,250.00 Oct 1. 2016-Jan 31, 2017 $ 9.562.50 (allows for renewal period) Total $114,750.00 One of the on-going goals of the Department is to provide services/programs that will enhance the health and wellness of all City residents. The Network grant assists in meeting this goal by providing matching funds equal to 50% of all allowable costs and activities already funded by the City. Funds are used to provide additional nutrition education/promotion and physical activity intervention programs (specifically targeting low-income [130 FPL] residents) such as: • Weekly cooking classes offered at the various community centers for youth ages 9 - 17. • Bi-monthly cooking and taste testing demonstrations and nutrition education classes/workshops offered at the various community centers for adult residents. • Nutrition and physical fitness education training for staff responsible for providing and promoting nutrition and physical activity education projects funded by the Network. • Youth-led nutrition education projects, which allow youth the opportunity to engage in leadership, critical thinking, problem solving and strategizing skills to address and promote a nutrition education and/or physical activity issue. • Dissemination of current nutrition and physical activity education resource items promoting the benefits of healthy eating habits and physical activity to the general public at community centers and various cultural and seasonal events. City Attorney Review: Supporting Documents: reso 2239 (PDF) ATT A- SOW Admin City of San Bernardino (final).docx (PDF) ATT Al - SOW City of San Bernardino (final 1-9-13) (PDF) ATT B - Special Terms and Conditions (State) final condensed (PDF) Updated: 1/17/2013 by Georgeann"Gigi"Hanna 2239 ATT C -Program Budget City of San Bemardino.xls (PDF) ATT D Contractors Release.docx (PDF) ATT E Travel Reimbursement Info.docx (PDF) CON City of San Bernardino (fmal).doc (PDF) C C Updated: 1/17/2013 by Georgeann"Gigi"Hanna I RESOLUTION NO. 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN 3 BERNARDINO AUTHORIZING THE CITY MANAGER TO EXECUTE A RENEWAL LOCAL INCENTIVE GRANT AWARD AGREEMENT WITH THE SAN 4 BERNARDINO COUNTY DEPARTMENT OF PUBLIC HEALTH IN THE AMOUNT OF $114,750 FOR A THREE-YEAR PERIOD — FEBRUARY 1, 2013 THROUGH 5 SEPTEMBER 30,2016. 6 7 WHEREAS, on November 1, 2010 the Mayor and Common Council authorized the 8 submittal of Renewal Local Incentive Award Grant application to the California Department of 9 Health Services for a Network for Health California (NETWORK) 5 Y (N ) grant in the amount of to `o $310,506 for the program year October 1, 2010 through September 30. 2013; and w 1] U T 12 WHEREAS, the San Bernardino County Department of Public Health—Human Services m v 13 (the "County") has assumed administration of the program from the State of California, and the o 14 County's contracting procedures and agreement formats as well as extended the grant term and °; 15 m amount with the City, commencing February 1, 2013; and 16 0, M N 17 WHEREAS, the term of the Agreement with both the State and County will overlap as M N 18 this Agreement shall be in the amount of $114,750 from February 1, 2013 through o 19 September 30, 2016. 20 a E MAYOR AND COMMON COUNCIL OF THE CITY L 21 BE IT RESOLVED BY THE u M Y Y 22 OF SAN BERNARDINO AS FOLLOWS: a 23 24 SECTION 1. The City Manager of the City of San Bernardino is hereby authorized to 25 execute on behalf of said City an Agreement between the City of San Bernardino and County of 26 San Bernardino Department of Public Health—Human Services,a copy of which is attached 27 28 i Packet Pg.440 I RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN 2 BERNARDINO AUTHORIZING THE CITY MANAGER TO EXECUTE A RENEWAL LOCAL INCENTIVE GRANT AWARD AGREEMENT WITH THE SAN 3 BERNARDINO COUNTY DEPARTMENT OF PUBLIC HEALTH IN THE AMOUNT OF $114,750 FOR A THREE-YEAR PERIOD — FEBRUARY 1, 2013 THROUGH 4 SEPTEMBER 30,2016. s hereto, marked as attachment"1", and incorporated herein by this reference as fully as though set 6 7 forth at length. 8 9 SECTION 2. That pursuant to this determination, the Director of Finance or his/her M designee is hereby authorized to appropriate the grant budget for FY 13-14, FY 14-15, FY 15-16 10 0 w 11 AND FY 16-17 per the staff report and agreement. 7a a 12 A SECTION 3. That the implementation date of the Agreement is February 1, 2013; x 13 0 14 therefore, any action taken between February 1, 2013, and the date that this Resolution is 0 3 15 adopted and hereby ratified. z 16 a, N 17 SECTION 4. The authority granted by this Resolution shall expire and be void and of CD Cl) 18 no further effect if the agreement is not executed by both parties within sixty (60) days of 0 19 m passage of this Resolution. 20 d E 21 22 24 25 26 27 28 2 PacketPg.447 I RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN 2 BERNARDINO AUTHORIZING THE CITY MANAGER TO EXECUTE A RENEWAL LOCAL INCENTIVE GRANT AWARD AGREEMENT WITH THE SAN 3 BERNARDINO COUNTY DEPARTMENT OF PUBLIC HEALTH IN THE AMOUNT OF $114,750 FOR A THREE-YEAR PERIOD — FEBRUARY 1, 2013 THROUGH 4 SEPTEMBER 30,2016. s 6 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and Common Council of the City of San Bernardino at a meeting thereof, held on the day of ,2013, by the following vote,to wit: 8 9 COUNCIL MEMBERS: AYES NAYS ABSTAIN ABSENT c 10 `o MARQUEZ �} U 12 JENKINS 4) d 13 VALDIVIA = 0 w 14 SHORETT c 3 is KELLEY z 16 m M JOHNSON N 17 rn 18 MC CAMMACK N 0 19 20 Georgeann Hanna, City Clerk d E s 21 The foregoing Resolution is hereby approved this_day of 2013. 22 Q 23 PATRICK J. MORRIS,Mayor 24 Approved as to form: City of San Bernardino 25 JAMES F. PENMAN, City Attorney 26 !L 27 2s 3 In'Packet Pgffi;d4 1O; POINON : UZZ) [L UOiSinab] xOOp•(�eUij) OUipJeUJOS UeS;O f4!O UIWPV MOS-V 11V :lUawyoe33V M a. 4 Y Q c N .v mC w m _ ro Z N U) N tr0 U 0 0 -o a) Cr0 d �V O O a) O Qm -ON N .L.. w C) aU) O O N p O O m E 0 E � a) m O a) 0 z.. M — O L 0 � V-. EM m H w .N O � d M C Q >, c) 0r- O C 7 Cl) 0- Q C J O C C E O Q p a)CL m 7 E O c) O O O O F N .� O c (n -p p N N . .2 L7 a) 7 C C LL w Cl N (n "0 Q O Q N Z Na>i o o w J m C N c d C O L .• d 7 m z a) +0+ @ O C N N Q a) U) p C m C C "0 C a) a) C O Z D Y � > O y E a) � T = 0 W-> () O c N U E L c E 7 CL-0 d U 0 0 7 m o r, E w O p 7 m a) O N 7 O p- C O a) ZE a) U -0 7 0 U UU) coU0d 0 7 oU •0 Co m m — L E U w - u) (D Y .1/ O 0 L - m ® N 7 0 7 0 00 IL m Q m e T c � E .N E Mn a) a pm E •f° E Cc J J 0 p m E m 7 d U U U a am n £ O 7 U 7 N 'U E ._ 5 V a) C � O o U m Y `a c m m '0) C t] ® a) N m0C N N O OC >1 •0 Q � V M m 3 : N m V) m c N c O ALL a Q m a) a) O Y f9 a) L U)O .£ p O- cn :� o C N cn a) a) tea £ oL' N E N N � � � O > T - -p N O C � U '> 'C T C fl. U U C N 3 N O•00 C d ,o U) j O L Z m a) •0 Q m U) N 7 Q•� a) Z En -0 3 N O 7 y u, mu) 0) a " — � 0 0 _ Un a) c �- w m � � m N `0) � aNiQ m o > a) o O N 'a•0 d O C o L O d W p C c0)-p U N O p (0 F' p a a N a) a) ' c c 7 0 a) m ° N ca) Nmui > a) = .fa) T � a a.-•.L f6 U O C c c p a) T O r a) f6 c c 3 x 7 0- C c O c d a U) 7 ` L O 7 C 0 V) wLE mm m aNi crmm .� � jom m a) Z C Z U C 7 L Cl r=. a) O u) � U cn L y C E " N C -- cn 7 E O- () y O a) °) m a) •• 3 N m co C: m3 � (7 `�— c7) 2m' omani � c � Y o > yQ O-C a) T C U O y E �' O C p u) C a) p C d._ f0 Q 'D N O-L C 0)(� m 7 O- > C O E 'V T a) u) U > O N CO N Y O T :6 a) d z D) U C fy0 OL 7 N N 7 L O m Co w C +_' c C_ y m Cd CC .CQ U O pU mw fn aJ a) E -0 c a) O m 7 L - U) O y Y _0 cn E c H0 m E Q-m0 (D °) m cL �0Q o O 1 3 > o 3 y a a) .-L cwU ° L) 3 cU c m a) E ui m ° mod m Tc`°i (D m omc`0iyU) Eo nw a Q '.'—.� C D 0 L m '7a @ w O U O C 0 0 m U � cwH -Oo0m 0 m •0U O O 7 w o A 0 > Q m _p O c lr N U N ❑ JO;)I)OAMON : 6£ZZ) I6 uOiSinaa]xoop'(Ieui})ouipaeuJa8 ueS;O f4!O uiwpV MOS-V 11V :jUeWyaeuV Y F ad,Z m m co a 'u O C) o d' a) N � N N Y E O p T o O >. o R. w O N -L p o) � O O) M r O C co O CL CL Q — N (D Q O a) Q O r �- N N N N C Q) N C O i U a) U O@ N a) E O_ N "O O_ N > E @ @ o r ' C E 0 � >a) m L am❑ nO0 U7 U) L 0 a)m x T T T T u Q w w C C C C C C C C C =) N � r0/l � N � 0 IL E -- E — E '— E -- a as E .m E .T E fa E@ c N O J O J O J O J 0 U U U U 0 c a EmccN a) E m Y @ -r- @ O O — _ m3m o ❑ o pr • U) o N O .T N r H V7 Q j •� 3@ @ N 9 a @ N '� LL O@ N � c w 3 (D 3 'o C m COv OJL O N @ 7- aTij `� Oa d@ U .° U j 0 d Cco a ,T, NQ o C@ N O C '7-' @ N d@ - 3 ° d C CL U@ "o T n C L N L O) O@ y O O).'L C cn L a) (D "a- C@ L o Q Q) E a) 0 C 3 E m L N C a o 0 7 Q m O a) C U a"LL a) E 0 p O @ cn TL Co 7 = @ O U M a) U 7 := U co N -0 E 'N @ d r- -` w � Q C -c E .m @ c � r @ E aC7 o yam° a) N a) N 7 0 w @ `p O TU y 7 N T O ❑ LL D-. U U C Q U C @ ❑ C y U) .� •> OU N T C y O a) `p w C N U V) .a d O •o z N C N p D7 N � w O Q Q C U -C C L O @ C m N 'p L @@ 7 C 0 N'r- m « O N U O . E co o E @Z- U coic) o ° per � D Q) 3w �) � � a p o � ° EE E -0 � � @ c:) c: ? E 'oo za) Zp0 C co C QE a) NN C da) L m -p O E C) aEY j N C C N m ci6 'D O +. "' .L-. C O u) O ET" C w @ O@ m L E � o) > E rnn-c 3 @ T-0U a) c @ o) °) _ L) }' o A @ E 0 ` C O a 0 "' 0 0 m N ' U o E W O N O U) 3 m o_ a � E c oa c 3 0 .N (1) C). C: oa m m O >` T a) N 7 L E U a) T w., p_ fN > 7 0_:. o) p_Q U O 7 .L-+ E o_ c6 p o-V L 'U a) C 7 Z O 'p E .� 5 cLL a @ E E ac° 0 0—14 � tncn -1 0 (1) O L O U Q c) C) m of ° U (2 m<4o -(Ij) aE ax) a; a (id 0 v c 0 L) `'' v vi cc Jo;AJOmION 6EZZ) [L uOiSinaa] xoop'(Ieui;) ouipieuieg ueS;o Allo uiwptl MOS- V IIV auewyoe;iy ; ao z co co 0 2 'U o 0 0 .. (D 04 C\j m a) >, o � > o a) >, o R Q ca (/� — M U) M cn M L @ F O C M O C M O C M Q (D Q O a) Q O a) Q o N N Q' N r r r N N N cn E N C L 0 O .21 O L O N t o a) y @ 'O .a- @ @ N 'NO O U a) C: O U d d C @@ d no Ur E E � • c r U@ Of n F- 0 d m 0 0 = a> T T T {) B •... r.+ :.+ C c C C C C N 7 0 O O J O IL cm E .w E ,cn E Mn c y a O J co Q J o f 0 4) U U U 0 c 9 N L N a :t=! @ C M m 0 .2 >, m 3 m C @ G Q > +L+ a) L a) `o Vl 0 .0 j O w.0) T U EUa O C "O U > O � y O O L 3 0 U) ?� a) Q ca a) >.U T C -o ` O , U N N U) U O Y >+ @ n-C a7 C :,_ C .T.' C C O O) C «� t o O @ ]. w h U L n @ 'C m N t a) v, cn 'C @ L m@ N 3 @ Q n c a) o 0o E «c o c u) Z c m.5 t n m y a@i y m - C9 0 Y C a) U) Q a) rL., N "� E > C to U ° a Tm o)Z (D Z .� E ° > a) -0 o m > m w c m m c m 0 M U) oaf a) 0) o- L rno > o m C (6 0 O Q) U T O @ -0 o C @ j C C U y O C d 4 "O C C ci () .�-. U O O N N C v L V 7 fA a) a) C CC X C @ V) V) T p N a) N @ O Q E a) > E O R Q) V 0 ( o ,t,_, :.+ .L.. C O) n'O i U OC C U U O @ t a) a) m U U U Y k z@ T C (a 3 .. O w a) O U) @ C U) c •Ea) a) @QYaci .zWoE � tcrn @a) .a) E -o � >.� L) @ ow oI a) O o w'� o n � 'c Wr n� oOa) .La) c jy > a) o wv > > .0c@C0a d C U .L.. T.-. O N a) U c � N 0) O ' E o i C n c m a) -= DZU o ' it o a) L w o 0)wT@ a) Q a' ui m � � � ? mimY � aC `w EccL) amowccLicLa ' oaa'i U) > � a E c o 3 E Lo)- oa o)L @ . o v E o � o " 'y oC) c@i o o (D 0) ca a) oa ao) m rw c o o.�t v EL @r C � c 'QUU � Zw � UOC7 aQ S out -iU <) 2 acs C @ n a) Z OQ @ — @m .. c Q � @ca � cia 0) W: Im CL CL 0 ° � � civai � a ° v A c 0 U h op 01 (e!wo;!!eD (y;!eaH Jo;)IJom30N 6£ZZ) (E -6-L leu!;)ou!pJeuJag ueS 10 A3!3 MOS Lb llb 4uaw 4 oe lltl 4 @ a HO7 c3N � m �° O Q. 0 ar 'y .' CD O L V -00 N U (D 0 co I I I I O) � I I , 0 0 C) 0 w �-° � _ 2 NN NN NN NN H C J @ > y , O O O O Q 0 d C 0 U N O M O CO O CO O CO LL L @ O) NO " O 04 IA Nm 0 _ L U N H O O O O 0 0 00 " i U_ a) a) C N a) w J L @ L a @ CL t m m a a) .N. O @ y �a > � c0 L @ 2co C0 0a Inc o T o ,_n a) � w @ oU •L_+ C f0 � @ L U U m I� a TD a) U V U a. W 7 a) t' a) ° C L O 2 @ a @ L -0p @ U •y N@ N y O U a) - 0 @ a) .- D O. @ J 0 LL U a L O J dw ° T m 0 0 d d T E W LO Q (n Y O El . Y_ +_> > Y_ C ILO r 0 Y Y C C C C C C C C 3 O O@ O C n C y 0 0 7 0 7 0 7 0 O Y In c m In E In E m E T L) N d0m w @N as E .@ E@ E@ E@ C E 0 U N C E O -) O -) O -j OJ 'O Y 01 C 0 U U U U U tm E ` Ca m C O C m O .N N 0 y N @ 7@ c p O N a) Q C g LL L Q@ O) m a) 0 _T'C E L-1 CO C U) W 0 C 0@ @ U @ C O) 0 "' C O C >, , U .YO- a1 IL m O "' m V O. @ N a .0 O C 0 N E L *L "L.' @ 0 N ° Ox - a > mom a) U 000' ° 0@w0 L a- FU < c � 0o rn @ a) In @UU @ � a � m 0 N G 0@ @ @ -C a) >. L U) O C D T C U L C L E Co � @@ E@ c @ m U a ° O C � � O O N O C C .n cn O 'C C ' C C fn @ C O L n N >+ C m a) U_ a0 a 'E N .L@.. .Y°- L N N i p) @ • N M j C �L_. I6 d E r 0 0 L° w a) � a) ° c c . m " w CL @ . Z (D@ w @ n 3 @gym r wx oa) E n a >+ L a) (n a L O- C a) E 0 N ° O a) V O)L a) �O 7 LL Co C OO @ @ a u) E O @ a) .0 a C '� Y U) O () a) 0)M@ ® rn N N a) a O L ° 0 E O w n v w L E C wL+ cn O) L w a) `~ "' U C CL p .Co 0 a) O 0 CO m0 0 n 0 .0 O O C � a @ . ? U O _ N@ E N n� y C N L T N c O @ L - a) L -° N ' E a) U@ N Z ° N r- m cLi �_ N m L) a) (D ° cp � n c 0c a) c @ �c a @c nNdm @In -0 a) 0) O na) am QoE o ° L ° r 0U O ° a) N ° MaY 0.'v 0)aL °_) in N @ �_ 0 aE) aE " `) a � Qc 0 L >, @c InEZ NEn >,mm0ca L ° � .�' ICU @ Y c +' @@ O @ Y O n- @ 4) C E U Y N a) Y ° L N a1 O ° O a) d O O "' O ac) O E D O@ m a) � a OL pa •O N � -° C O 0 :, Ewa @Ly c !L- O m E d nm O m 0 C 0 N .L � - L > @ @ a m n z @ � -° m ° 3 v) O ac) ow a`) � a) _ U) C a) Q C l0 L C E O ) j J O ® a 0 C a) b@ V O m L U a) L ° a) m Q > C 0 C Z 0 0 a) a) O in a a) . }' U@ CT c 0 0 Q L@ Q d Z 0 W o U w O a@ 3 1) d w .> @ a c O v O 0 ®c r N M .4 U (eluJO;lleO A41leOH JO;5aOMION 6£ZZ) (£4-6-L leul;) OulpJeuJOS ueS 30 APO MOS- W lltl auawyoe;Jy HIO V V H a � Y O V a 00 00 00 r0 H N N N N N N O N Q d O � O M r M N O E r O H p 0 p 0 p 0 O O N 9 y N d U O -O U C W o ° ` w a) :3 N N L O N a N m -o N E N E U N C E -0 m N > p CO N U O D .> N O _ 'd N '( > `�}, O N CL V C J w C N a Q d m J a .T+ _T _T Y C C C C C C C 7 •N T 3 0 O O O O j 0 U O R E 'N E 'N E 'N E Mn c N a O J o f o f p J m d U U U U L /y Y o tL C Ir L `mOa Cl) O m LL ° � a 2 o c ai o o N Nv v E o ma U (L n E= N W m L m O U U q1 " C OTC O 0 . O O .. m m O a C O N m T +� .. C w O UU) C C c m ? �- O (n N U m E L 3 N N N N O U N O p ro m , L C •i ` m -O N •N A N N E 0 0 Of is L C N —Cc =O N y6 E N C U N CD � a L. 3 N C C co j N Q•0 -gyp L U U N C_ N m N N N 3 O@ Q N N O a C C a N Y@ " " 00-) c 7 fq `2 N N E m a �p U) m m@ > > E O \O L � L O C a) 0 m N � N = O x 0 0 O- m L C N C 0 N a) N 0 c N m D y M > i6 ..-. N L O O N O) m d' m N @ L. .O i C O U N N C L C T U „ `� yL,,, 7 y O ,� N C N T m w N U N O) E N N O O C N m C — N N m(/� L C o °- o m 'cc � � •°) y c c m o m Es 'C .'C T � " o g N E yr4= c o m � o � � •` N y e m a•- aU Z >_ V C N N O- C@ N m m > m m m 0) C N -O N •'� U ++ .O N @ a@ C U > -p N .i O E w m N C := m@ QC 3: N o 7 w O C �O (Cp C N O N N Ur O m w (� N L @ U N @ p 7 N L N .. U O O T— -O (6-00) C N O E U O O) U a L: +� o o -C O- N c u) C @ E O UU .m. .0 ._� N •V 'a m O LL . E .- 0 o N o Oa w N w o ON C N O U U M O T v, m .0 Ny UL UN " LC7Oa C � @Tr- U) co NU7 C C N 'O , C U O) C 7K ++ O) a) C N .. V1 C ` O >` N = -O CY O O N C O m •N L `.1 O- N O a a) Y m C N m m C C 'mom" - w 0).�+ 00 -o m 0 3 � U N U � -0 a) m O L tl) UI `) N C@ 7 0 C U '. C :5 N L. m a-O E L l m@ w p a'E •� O N O y @ `� Z p a-O N :.. N cu y C O N 0 S2 ip m � Nmm � _ .� . NLw mac •> ow }, .= CVoN � 3 y 'O N . C = m � N to N U) .m. C O 2 a 7 m U o 0 U T � C `o W 0) "a @ @ALL aL mof @ w mUd m c M mUU w -ba m ; A L C O vi sc n a0 U (elwo;lleO ALRIBGH Jo;31JomI9N : UZZ) (E L 6 L leul;)oulpieung ueS;o AIIO MOS- LV 11V .3uawyoe33V co Q ao F I Y v, a Q m o 0 H F N N Q m o0 F o0 m N 0) C m(6 Co ° 0 E 2 N m U V o a a m > N 7+ U o (a E 'N 0 a a E .m v m U) U J m c c � a c 3 fl CO 3', -6 o0 00 r m aa)) o LL 0 Mom ul >, L m m -o tq .., C +t.. .0) M V) w 2 O O a) N " Y C m ° m 7 .L) ° 0)'�m m � apz vm o° @ rn c c " >' en E a a� ag c .50 : a yc o0mac° oa) CL mm ° c `oc0 'SmmCm o '° V) .O-. C a) O)L fq a) y Q C U V N O a) O V _ ° L E O L) m = C O N U O +•+ ] L C a' d C 7 O Y .V-� L 7 U m L +- m .0 -O O rn L o m a) ° o c a) ° U) Y ~ o m m o 0 V c m m t .� r y > c ` o N w Q o o y � o o° m E a) > °) ° 00 ? oD- co mmYom d m 7 _ 2 O c N a) n � � ° ° moo ° Z �U) -P c = a 0 Y o-0 0 o '�L n o E a 0 m ° 0 ° ° °) m a) TO 0 3 m � � Y w- � m �. CO c L3 ' ° Y = La✓ w � a) ° c -oyrn rn c) cH E m war o o � �°o m 0 Ea m ° 0 °) 0 0 0 n w m c Qw ws c OL c = c 'y °C: 0 m _0 V o `�° a�ci 0 c 0 Q) Eww mr � sr o °) � -'c a�i 0 oin Q 3L Z 3 'o m 0 w N 0 o (D o m 0L o c - U Co o ma) a) 0 3 ° o U Z U) `o m w o o h ° >, O E > c c � � a `m M E 0 C " D w -0 N y co y > a= O "0 L N > O L rn Y m -° m a) O a . ` C C O C O m .— L C > C '_' Q N .L_.. m 4 U L > O tq m _E co C: c � c � .� m = m ° Q or m 3 m c 0 0� � m cu _0 o °) a= nco �� -0 mmL � 0) mmm r � O T m 0- co C 'N m "O � O m m 0 � 7 0 E mQ m L y tNn 3 0 � a�i c 00 m 0 E a) ° a = FUU N ° w N � E a2 m L O -0 m U) O as ti 'd ai o d m o ° m w v m V 0 0 (elujo;IleO (ylleeH Jo;AJOff4GN 6EZZ) (E4-6-L Ieul;)owpiewa8 ueS to AIIO MOS- I•V 11V .luewyaeuV 0 Y Q H 1 U E MO MO C; (D MO r I f O o O O O O O O H NN NN NN NN H y o r 0 0 0 Q O (.� OM OM OM H 0 0 NO O NO O NO O N c a En -O O w C C O co @ � N O O V O O ,y0 y O7 0"= N 0 i t @ C D_ 7 d U J C U E .0 J N N > S d a) @ 0 0�0 Q' a) v F— E IL 7 C �' 7 N O N 7 N E ._ E -_ E ._ E Mn._ a E N a O J 0 J 0 J O J U U `m Y p cm `moa c o o (`D - x @ m LL L O N n a) -C 6 p @ U@ U j C O_ m 'c — >, m a C @ . ` O 0 -0 0 w Y ` C 3 y 'O 0 "O L O 'o U) 0 2 o p 7 ° O m N N T = OO � f�@n C 0 (UO U N U U j C@ N Q CD d 0 0 > Y U U C 7 @ N .• O_ N w C@ U y a) fn - C O C fn p Z ` 0 p 07 w a) O >• C L �7@ O- E N = o M cn and ca cn = C U@ C C N m � 7@ O @ 'O N@ "C " U@ CO o CL a)@ L = u) E C m N a) "' -6 C T "O N N ° L) CU O N U C O () d O .L CL C N 0 7@ Q) O 0 -O @ c d a) U i y O (n -O 0 E ° (n L C O O.76 N (C6 N C Z = ° 0 g f6 °e t Co m e w —0 fet � @ w � E � .� > U o . aD @ o � c o -o (n c .- 0 rnN v o a) E (Yj yO C @ = w i w L C N ° O_ C ,C 0 0 U@ Q EoZ � ° j a> @ ° @ (n ` 0a) Nor— ON C ) 7 >,U r N a) O 0 O O_ @ O N C@ fn 0 OMM 00 C 0 0 C ('7 w+ -C O O -0 a) U m@ .0 L 3 U y@ O O -0 @ = O Co N N w .0 E �' fn > (n 0 O) N (n c @ ' m> ° 0 M -0 o o 'c -s r r � 0 ° U . c ° nao -0 (OD ° (DCU0- c0 a : m oo - a O O aa .o O O O U O_ C C j a) 1 @N w Co @ E C L U > -r 7 N ,V > j ° U@ i j co c tnowmE@Q 'Ea) 00_ 0 CLCL0_000 (D @ (a >,U U m C G N M O r r r r U (eluJO;lleO A4;IeaH 10;VONaN : 6£ZZ) (£6-6-L leul;) OulpaeuJOS ueS;O 8310 MOS W 11V auewyseuV c r- Q . uU vE C; (0 a Q o0 H i N N F- d O Q E O M H p O N C U m O N O N N ` LO ✓s T.0 m y ,U N �0 1 mJ O .N O_ O O. U _ U •a) O U "6 3 9 Co o U 3v ,n a m a T � C C c N T p C m E N U w n. E `6 E En 0J R Y p O ai Mom m O a i LO Nw n m (D m v a � � m m o c N OL gad cm 9U >, m 0 � Nc > oL ca (n ° ° oL)) a o E 0 o a) j m � Q a) o N E a) LL m ; a) O O G ° O U N m C N o O) 'O °- O a) o m C 'O .. U V U N m O y C O C 0 3 U m N 'O C E CC m N " U C ' N N Q1 N O O U 0 N U E M N f3A a) CO 7 0 a) 7 m m -° c o rn V) °- 0) 3 0) 'O O O) o m � . N 32 m °- r c m o • ° o o° L c U -0 3 c a) a) d >. O) N O U N 'O m O .0 Q >+ co Y 'o m o ' m a) m -o '> a) o � o `m > m m m w . L m Y OL "O > N � E m ° w °� mQ' m � m � E m U) E o y N O i �'O a) a) C U ° c a) N L m U C w °p O m r N L t c .� o Cc E m ° m 3 .L. 3 0 0 -0 C Y a) O a) 2 w -5 U) oowom oY � � U L N _ m N + ° ° m m ° E " m L o a) m m - Nw, c � . c o Q U Via= Y_ _a) -Fu L) o � m m c E }a a) o N c o m ° °c L m C: CL o c 5 $ 'o ° w a) m � Ud o E a) a) m o c6 3 Ew O m o cm 3 ,m E E o c-, E ° `m m o f oU 0)-a ,- °o u) -r- °) E o c a) a) m mU m ° c L mr, E o c m m= E N -° oL a) o.aE o_Q a ° m d n N 0 m ° w c ° gy m me om .E E o) mV N .- y o)L m � .S 'c o ° � > o v o aNi m " r � -6 m E E (D m m A m E m U a) " 3 0 o 0 0 o c 3 @ m o m = m c co °o @ `o E o c 5 `m o aa) ° a > ° ° ° m _r_ E) C N a) oo 0 Q L� 0 0 .1= a n v Cl) U) .� w d n d w w w .s U) ° a) °) 3 O Q in ad O m L C) A 0 v o U (eluJO;peO A44leaH Jo;4JOA48N 6£ZZ) (£6-6-L leul;) Oulpaewag ueS dO AIID MOS- W lltl .Iuaw4Oejjy Y � Q w F a I y O 2 d M m a. v E � o F w 04 N Q O O H p O U) N O -0 i N — L C m co m O U tll m 0) C _ d m 0 U N C E Z 'E a0 Ch S N Q N N 0. E v U a I IL y T T O C 1 N H as E .m CL m UJ `m C Y p d' Yf . O O C (O C O m N O L U C ..+ y O d m A N Ill N N N CL 0 X00 00 NLo > ' a E0 N y E .00 y C m 0 0 0 E 0 O L 0 ip L C N E .N. y N 0 U v m e = m N c m ]. O C N 0 3 y 'O 0 0- (D p E `l R U cu-0 O >O CEO.. C 0) 0 :=• •,O, ,,., C m 0 >. j 41 Y °- m 0 >. C > 0 0 fn rn "O U 0 -0 m > 'v N C N > 0 C C 0 /On n m w •• a Z) Q A .. m 0 'V � (n ` L cL V CL r CO Q..`= C N l0 O -CCo _ _ °- m U L O = C m In 7 'C O) O Ol 0 'v (D Ca Co @ a m p N . cn m C O U O U .O U D_' cn CL O O O C C O m >. E p 0' N L 0 L 0 ` -0 fn O N "O U 0- N N tq 0 00 7 0 0 J m G N V Oi N E " T C T C N U m C 0 '0 1, O L m m J -0 E . mEE ` � m CL ti: >1 E m "O > (D 0 7 O Q -0 . c mw LU o U A C lA V C Ag31eaH­10; 300an;eN : 6EZZ) PasuePuoo leug (a;e1S) suoglPuoD Pue swJal lelaadS- 8 IiV :Juewyoe;;y a Y ATTACHMENT B Special Terms and Conditions o1 a (For federally funded service contracts oragreements and grant agreements) Y U A The use of headings or titles throughout this exhibit is for convenience only and shall not be used to interpret or to a. govern the meaning of any specific term or condition. The terms "contract", "Contractor' and "Subcontractor' shall also mean, "agreement", "grant", "grant agreement", "Grantee"and"Subgrantee"respectively. The terms "California Department of Public Health" and "CDPH" shall 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.). The provisions herein apply to this Agreement unless the provisions are removed by reference on the face of this Agreement, the provisions are superseded by an alternate provision appearing elsewhere in this Agreement, or the applicable conditions do not exist. Index of Special Terms and Conditions 1. Federal Equal Employment Opportunity 17. Human Subjects Use Requirements Requirements 18. Novation Requirements 2. Travel and Per Diem Reimbursement 19. Debarment and Suspension Certification 3. Procurement Rules 20. Smoke-Free Workplace Certification 4. Equipment Ownership/Inventory/Disposition 21. Covenant Against Contingent Fees 5. Subcontract Requirements 22. Payment Withholds 6. Income Restrictions III 23. Performance Evaluation 7. Audit and Record Retention 24. Officials Not to Benefit 8. Site Inspection 25. Four-Digit Date Compliance 9. Federal Contract Funds 26, Prohibited Use of State Funds for Software 10. Intellectual Property Rights 27. Use of Small, Minority Owned and Women's � 11. Air or Water Pollution Requirements Businesses 12. Prior Approval of Training Seminars, Workshops 28. Alien Ineligibility Certification or Conferences 29. Union Organizing 13. Confidentiality of Information 30. Contract Uniformity (Fringe Benefit Allowability) 14. Documents, Publications, and Written Reports 31. Lobbying Restrictions and Disclosure Certification 15. Dispute Resolution Process 16. Financial and Compliance Audit Requirements i CDPH Exhibit D(F)(8110) Page 1 of 25 (q;leaH 10; )laom;aN : 6£ZZ) pasuepuoo leul;(a;e;S) suol;lpuo0 pue swial IeloadS- 8 11V :;uaulgoe;;V M Y 1. Federal Equal Opportunity Requirements v .0 a. (Applicable to all federally funded agreements entered into by the California Department of Public Health Y (CDPH) formerly known as California Department of Health Services (CDHS).) m a 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 shall 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 CDPH, setting forth the provisions of the Equal Opportunity clause, Section 503 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 shall 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 shall 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 CFR part 60, "Office of the Federal Contract Compliance 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. 11245 as amended, including by Executive Order 11375, 'Amending Executive Order 11246 Relating to Equal Employment Opportunity,' and as supplemented by regulation at 41 CFR part 60, "Office of the 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 cancelled, 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 CFR part 60, "Office of the 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. CDPH Exhibit D(F)(8/10) Page 2 of 25 A411e8H .io;fl.ioMtaN : 6EZZ) pasuepuoo leul; (ate;S) suoil!puoD pue sruaal le(oadS- 13 11V :1uauay3e11V v LO Y `r � g. The Contractor will include the provisions of Paragraphs a through g in every subcontract or purchase 6) order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to a Federal Executive Order No. 11246 as amended, including by Executive Order 11375, 'Amending Y Executive Order 11246 Relating to Equal Employment Opportunity,' and as supplemented by regulation at a. 41 CFR part 60, "Office of the Federal Contract Compliance Programs, Equal Employment Opp o tunity, M 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 CDPH 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 CDPH, the Contractor may request in writing to CDPH, 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. 2. Travel and Per Diem Reimbursement (Applicable if travel and/or per diem expenses are reimbursed with agreement funds.) Reimbursement for travel and per diem expenses from CDPH under this Agreement shall, unless otherwise specified in this Agreement, be at the rates currently in effect, as established by the California Department of Personnel Administration (DPA), for nonrepresented state employees as stipulated in CDPH's Travel Reimbursement Information Exhibit. If the DPA rates change during the term of the Agreement, the new rates shall apply upon their effective date and no amendment to this Agreement shall be necessary. Exceptions to DPA rates may be approved by CDPH 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 shall be reimbursed without prior authorization from CDPH. Verbal authorization should be confirmed in writing. Written authorization may be in a form including fax or email confirmation. 3. Procurement Rules (Applicable to all agreements in which equipment, property, commodities and/or supplies are furnished by CDPH or expenses for said items are reimbursed with state or federal funds.) a. Equipment definitions Wherever the term equipment/property is used, the following definitions shall apply: (1) Major equipment/property: A tangible or intangible item having a base unit cost of$5,000 or more with a life expectancy of one (1) year or more and is either furnished by CDPH or the cost is reimbursed through this Agreement. Software and videos are examples of intangible items that meet this definition. (2) 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 CDPH or the cost is reimbursed through this Agreement. b. Government and public entities (including state colleges/universities and auxiliary organizations), whether acting as a contractor 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 In of Provision 3. Paragraph c of Provision 3 shall also apply, if equipment purchases are delegated to subcontractors that are nonprofit organizations or commercial businesses. c. Nonprofit organizations and commercial businesses, whether acting as a contractor and/or subcontractor, may secure commodities, supplies, equipment and services related to such purchases for performance under this Agreement. (1) Equipment purchases shall not exceed $50,000 annually. To secure equipment above the annual maximum limit of $50,000, the Contractor shall make arrangements through the appropriate CDPH Program Contract Manager, to have all remaining CDPH Exhibit D(F)(8/10) Page 3 of 25 Ag31eaH aol 1laom4aN : 6£ZZ) pasuepuoo leull (a;e;S) suoippuoO pue swie I leloadS- 8 iJ.V luawgoellt/ s � Y 10 through purchased through CDPH's Purchasing Unit. The cost of equipment purchased by or � through CDPH shall be deducted from the funds available in this Agreement. Contractor shall submit a to the CDPH Program Contract Manager a list of equipment specifications for those items that the Y State must procure. The State may pay the vendor directly for such arranged equipment purchases and title to the equipment will remain with CDPH. The equipment will be delivered to the Contractor's a address, as stated on the face of the Agreement, unless the Contractor notifies the CDPH Program Contract Manager, in writing, of an alternate delivery address. (2) All equipment purchases are subject to Paragraphs d through h of Provision 3. Paragraph b of Provision 3 shall also apply, if equipment purchases are delegated to subcontractors that are either a government or public entity. (3) Nonprofit organizations and commercial businesses, shall use a procurement system that meets the following standards: (a) Maintain a code or standard of conduct that shall govern the performance of its officers, employees, or agents engaged in awarding procurement contracts. No employee, officer, or agent shall participate in the selection, award, or administration of a procurement, or bid contract in which, to his or her knowledge, he or she has a financial interest. (b) Procurements shall be conducted in a manner that provides, to the maximum extent practical, open, and free competition. (c) Procurements shall be conducted in a manner that provides for all of the following: [1] Avoid purchasing unnecessary or duplicate items. [2[ Equipment solicitations shall be based upon a clear and accurate description of the technical requirements of the goods to be procured. [3] Take positive steps to utilize small and veteran owned businesses. d. Unless waived or otherwise stipulated in writing by CDPH, prior written authorization from the appropriate CDPH Program Contract Manager will be required before the Contractor will be reimbursed for any purchase of $5,000 or more for commodities, supplies, equipment, and services related to such purchases. The Contractor must provide in its request for authorization all particulars necessary, as specified by CDPH, for evaluating the necessity or desirability of incurring such costs. The term "purchase" excludes the purchase of services from a subcontractor and public utility services at rates established for uniform applicability to the general public. e. In special circumstances, determined by CDPH (e.g., when CDPH has a need to monitor certain purchases, etc.), CDPH may require prior written authorization and/or the submission of paid vendor receipts for any purchase, regardless of dollar amount. CDPH reserves the right to either deny claims for reimbursement or to request repayment for any Contractor and/or subcontractor purchase that CDPH 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) shall also be maintained on file by the Contractor and/or subcontractor for inspection or audit. h. CDPH 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. CDPH Exhibit D(F)(8110) Page 4 of 25 LI4Ie0H ao;)laom3eN : 6EZZ) pasuepuoo leuil (alelS) suolj!l pue swial le!oadS - 8 11V auarugoeIIV to a in Y T cO 4. Equipment Ownership/Inventory/Disposition a d (Applicable to agreements in which equipment and/or property is furnished by CDPH and/or when said items A are purchased or reimbursed with state or federal funds.) a a. Wherever the terms equipment and/or property are used in Provision 4, the definitions in Provision 3, Paragraph a, shall apply. Unless otherwise stipulated in this Agreement, all equipment and/or property that are purchased/reimbursed with agreement funds or furnished by CDPH under the terms of this Agreement shall be considered state equipment and the property of Cl (1) CDPH requires the reporting, tagging and annual inventorying of all equipment and/or property that is furnished by CDPH or purchased/reimbursed with funds provided through this Agreement. Upon receipt of equipment and/or property, the Contractor shall report the receipt to the CDPH Program Contract Manager. To report the receipt of said items and to receive property tags, Contractor shall use a form or format designated by CDPH's Asset Management Unit. If the appropriate form (i.e., Contractor Equipment Purchased with CDPH Funds) does not accompany this Agreement, Contractor shall request a copy from the CDPH Program Contract Manager. (2) If the Contractor enters into an agreement with a term of more than twelve months, the Contractor shall submit an annual inventory of state equipment and/or property to the CDPH Program Contract Manager using a form or format designated by CDPH's Asset Management Unit. If an inventory report form (i.e., Inventory/Disposition of CDPH-Funded Equipment) does not accompany this Agreement, Contractor shall request a copy from the CDPH Program Contract Manager. Contractor shall: (a) Include in the inventory report, equipment and/or property in the Contractor's possession and/or in the possession of a subcontractor(including independent consultants). (b) Submit the inventory report to CDPH according to the instructions appearing on the inventory form or issued by the CDPH Program Contract Manager. (c) Contact the CDPH Program Contract Manager to learn how to remove, trade-in, sell, transfer or survey off, from the inventory report, expired equipment and/or property that is no longer wanted, usable or has passed its life expectancy. Instructions will be supplied by CDPH's Asset Management Unit. b. Title to state equipment and/or property shall not be affected by its incorporation or attachment to any property not owned by the State. c. Unless otherwise stipulated, CDPH shall be under no obligation to pay the cost of restoration, or rehabilitation of the Contractor's and/or Subcontractor's facility which may be affected by the removal of any state equipment and/or property. d. The Contractor and/or Subcontractor shall 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, CDPH may require the Contractor and/or Subcontractor to repair or replace, to Cl satisfaction, any damaged, lost or stolen state equipment and/or property. Contractor and/or Subcontractor shall immediately file a theft report with the appropriate police agency or the California Highway Patrol and Contractor shall promptly submit one copy of the theft report to the CDPH Program Contract Manager. e. Unless otherwise stipulated by the program funding this Agreement, equipment and/or property purchased/reimbursed with agreement funds or furnished by CDPH under the terms of this Agreement, shall only be used for performance of this Agreement or another CDPH agreement. CDPH Exhibit D(F)(8110) Page 5 of 25 ALIWOH uo;>faom3aN : 68ZZ) Pasuapuoa leUlf 01131S) Suol;lpuoD Pue Swaal leloadS- 8 llb' :1uawg3e1JV n V N Y � .0 f. Within sixty (60) calendar days prior to the termination or end of this Agreement, the Contractor shall a provide a final inventory report of equipment and/or property to the CDPH Program Contract Manager and Y shall, at that time, query CDPH as to the requirements, including the manner and method, of returning state equipment and/or property to CDPH. Final disposition of equipment and/or property shall be at a CDPH expense and according to CDPH instructions. Equipment and/or property disposition instructions shall be issued by CDPH immediately after receipt of the final inventory report. At the termination or conclusion of this Agreement, CDPH may at its discretion, authorize the continued use of state equipment and/or property for performance of work under a different CDPH agreement. g. Motor Vehicles (Applicable only if motor vehicles are purchased/reimbursed with agreement funds or furnished by CDPH under this Agreement.) (1) If motor vehicles are purchased/reimbursed with agreement funds or furnished by CDPH 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 shall return such vehicles to CDPH and shall deliver all necessary documents of title or registration to enable the proper transfer of a marketable title to Cl (2) If motor vehicles are purchased/reimbursed with agreement funds or furnished by CDPH under the terms of this Agreement, the State of California shall be the legal owner of said motor vehicles and the Contractor shall be the registered owner. The Contractor 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 CDPH under the terms of this Agreement, shall hold a valid State of California driver's license. In the event that ten or more passengers are to be transported in any one vehicle, the operator shall also hold a State of California Class B driver's license. (4) If any motor vehicle is purchased/reimbursed with agreement funds or furnished by CDPH under the terms of this Agreement, the Contractor and/or Subcontractor, as applicable, shall provide, maintain, and certify that, at a minimum, the following type and amount of automobile liability insurance is in effect during the term of this Agreement or any extension period during which any vehicle remains in the Contractor's and/or Subcontractor's possession: Automobile Liability Insurance (a) The Contractor, by signing this Agreement, hereby certifies that it possesses or will obtain automobile liability insurance in the amount of $1,000,000 per occurrence for bodily injury and property damage combined. Said insurance must be obtained and made effective upon the delivery date of any motor vehicle, purchased/reimbursed with agreement funds or furnished by CDPH under the terms of this Agreement, to the Contractor and/or Subcontractor. (b) The Contractor and/or Subcontractor shall, as soon as practical, furnish a copy of the certificate of insurance to the CDPH Program Contract Manager. The certificate of insurance shall identify the CDPH 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, shall remain in effect at all times during the term of this Agreement or until such time as the motor vehicle is returned to CDPH. (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. CDPH Exhibit D(F)(all 0) Page 6 of 25 Rq;leaH uo;>faonn;aN : 6£ZZ) pasuapuoo let-111 (a;e;S) suol?.IpuoD pue swial lemad8- 8 lltl auawg3e1JV La a (e) The Contractor and/or Subcontractor, if not a self-insured government and/or public entity, must 6 provide evidence, that any required certificates of insurance contain the following provisions: a d t [1] The insurer will not cancel the insured's coverage without giving thirty (30) calendar days prior m written notice to the State (California Department of Public Health (CDPH)), a. [2] The State of California, its officers, agents, employees, and servants are included as additional insureds, but only with respect to work performed for the State under this Agreement and any extension or continuation of this Agreement. [3] The insurance carrier shall notify CDPH, in writing, of the Contractor's failure to pay premiums; its cancellation of such policies; or any other substantial change, including, but not limited to, the status, coverage, or scope of the required insurance. Such notices shall contain a reference to each agreement number for which the insurance was obtained. (f) The Contractor 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 Management. The Contractor shall be notified by CDPH, in writing, if this provision is applicable to this Agreement. If DGS approval of the certificate of insurance is required, the Contractor agrees that no work or services shall be performed prior to obtaining said approval. (g) In the event the Contractor and/or Subcontractor fails to keep insurance coverage, as required herein, in effect at all times during vehicle possession, CDPH may, in addition to any other remedies it may have, terminate this Agreement upon the occurrence of such event. 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 costing $5,000, the Contractor shall 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) The State 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 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) Entities of any type that will provide subvention aid or direct services to the public, (h) Entities and/or service types identified as exempt from advertising in State Contracting Manual 5.80. View this publication at the following Internet address: http://www.ols.dgs ca qoy/Contract+Manual/Chapters4through6 htm. b. CDPH reserves the right to approve or disapprove the selection of subcontractors and with advance written notice, require the substitution of subcontractors and require the Contractor to terminate subcontracts entered into in support of this Agreement. CDPH Exhibit D(F)(8/10) Page 7 of 25 ALIWOH ao;)IJOM3aN : 6EZZ) pasuepuoo leul;(eje3S) suo131puoC pue swaal leloadS- 8 lltl :1uawg3eIJV rn v �n Y (1) Upon receipt of a written notice from CDPH requiring the substitution and/or termination of a to subcontract, the Contractor shall take steps to ensure the completion of any work in progress and a. select a replacement, if applicable, within 30 calendar days, unless a longer period is agreed to by Y CDPH. v a c. 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 CDPH. CDPH may, at its discretion, elect to waive this right. All such waivers shall be confirmed in writing by CDPH. d. Contractor shall maintain a copy of each subcontract entered into in support of this Agreement and shall, upon request by CDPH, make copies available for approval, inspection, or audit. e. CDPH assumes no responsibility for the payment of subcontractors used in the performance of this Agreement Contractor accepts sole responsibility for the payment of subcontractors used in the performance of this Agreement. f. The Contractor is responsible for all performance requirements under this Agreement even though performance may be carried out through a subcontract. g. The Contractor shall ensure that all subcontracts for services include provision(s) requiring compliance with applicable terms and conditions specified in this Agreement. h The Contractor agrees to include the following clause, relevant to record retention, in all subcontracts for services: "(Subcontractor Name) agrees to maintain and preserve, until three years after termination of (Agreement Number) and final payment from CDPH to the Contractor, to permit CDPH or any duly authorized representative, to have access to, examine or audit any pertinent books, documents, papers and records related to this subcontract and to allow interviews of any employees who might reasonably have information related to such records." i Unless otherwise stipulated in writing by CDPH, the Contractor shall be the subcontractor's sole point of contact for all matters related to performance and payment under this Agreement. j. Contractor shall, 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, 19, 20, 24, and 31 or other numbered provisions herein that 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 shall be paid by the Contractor to CDPH, to the extent that they are properly allocable to costs for which the Contractor has been reimbursed by CDPH under this Agreement. 7. Audit and Record Retention (Applicable to agreements in excess of$10,000.) a. The Contractor and/or Subcontractor shall 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 shall be subject at all reasonable times to inspection, audit, and reproduction. c. Contractor agrees that CDPH, the Department of General Services, the Bureau of State Audits, or their designated representatives including the Comptroller General of the United States shall have the right to CDPH Exhibit D(F)(8110) Page 8 of 25 LI1Ie9H J01 MJonnlaN : 6£ZZ) Pesuapuoo leull (alelS) suolllpuoO pue sw.ial leioadS- 8 lib' auawyaelly 0 a m Y 10 Agreement.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 a hours and to allow interviews of any employees who might reasonably have information related to such Y 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. (GC 8546.7, CCR Title 2, n. Section 1896). d. The Contractor and/or Subcontractor shall preserve and make available his/her records (1) for a period of three years 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 shall 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 shall 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 shall comply with the above requirements and be aware of the penalties for violations of fraud and for obstruction of investigation as set forth in Public Contract Code § 10115.10, if applicable. f. 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, or other 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. g. The Contractor shall, if applicable, comply with the Single Audit Act and the audit reporting requirements set forth in OMB Circular A-133. B. 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 shall provide and shall require Subcontractors to provide all reasonable facilities and assistance for the safety and convenience of the authorized representatives in the performance of their duties. All inspections and evaluations shall be performed in such a manner as will not unduly delay the 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. CDPH Exhib@ D(F)(8/10) Page 9 of 25 r(ylleaH X01 MJOM18N : 6£ZZ) pasuapuoo leul; (alels) suolllpuoo pue swial IeloadS- 8 -Liv auawgoelib' H3 m YIt 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. a w d. CDPH has the option to invalidate or cancel the Agreement with 30-days advance written notice or to A amend the Agreement to reflect any reduction in funds. a 10. Intellectual Property Rights a. Ownership (1) Except where CDPH has agreed in a signed writing to accept a license, CDPH shall be and remain, without additional compensation, the sole owner of any and all rights, title and interest in all Intellectual Property, from the moment of creation, whether or not jointly conceived, that are made, conceived, derived from, or reduced to practice by Contractor or CDPH and which result directly or indirectly from this Agreement. (2) For the purposes of this Agreement, Intellectual Property means recognized protectable rights and interest such as: patents, (whether or not issued) copyrights, trademarks, service marks, applications for any of the foregoing, inventions, trade secrets, trade dress, logos, insignia, color combinations, slogans, moral rights, right of publicity, author's rights, contract and licensing rights, works, mask works, industrial design rights, rights of priority, know how, design flows, methodologies, devices, business processes, developments, innovations, good will and all other legal rights protecting intangible proprietary information as may exist now and/or here after come into existence, and all renewals and extensions, regardless of whether those rights arise under the laws of the United States, or any other state, country or jurisdiction. (a) For the purposes of the definition of Intellectual Property, "works" means all literary works,writings and printed matter including the medium by which they are recorded or reproduced, photographs, artwork, pictorial and graphic representations and works of a similar nature, film, motion pictures, digital images, animation cells, and other audiovisual works including positives and negatives thereof, sound recordings, tapes, educational materials, interactive videos and any other materials or products created, produced, conceptualized and fixed in a tangible medium of expression. It includes preliminary and final products and any materials and information developed for the purposes of producing those final products. Works does not include articles submitted to peer review or reference journals or independent research projects. (3) In the performance of this Agreement, Contractor will exercise and utilize certain of its Intellectual Property in existence prior to the effective date of this Agreement. In addition, under this Agreement, Contractor may access and utilize certain of CDPH's Intellectual Property in existence prior to the effective date of this Agreement. Except as otherwise set forth herein, Contractor shall not use any of CDPH's Intellectual Property now existing or hereafter existing for any purposes without the prior written permission of CDPH. Except as otherwise set forth herein, neither the Contractor nor CDPH shall give any ownership interest in or rights to its Intellectual Property to the other Party. If during the term of this Agreement, Contractor accesses any third-party Intellectual Property that is licensed to CDPH, Contractor agrees to abide by all license and confidentiality restrictions applicable to CDPH in the third-party's license agreement. (A) Contractor agrees to cooperate with CDPH in establishing or maintaining CDPH's exclusive rights in the Intellectual Property, and in assuring CDPH's sole rights against third parties with respect to the Intellectual Property. If the Contractor enters into any agreements or subcontracts with other parties in order to perform this Agreement, Contractor shall require the terms of the Agreement(s) to include all Intellectual Property provisions. Such terms must include, but are not limited to, the subcontractor assigning and agreeing to assign to CDPH all rights, title and interest in Intellectual Property made, conceived, derived from, or reduced to practice by the subcontractor, Contractor or CDPH and which result directly or indirectly from this Agreement or any subcontract. (5) Contractor further agrees to assist and cooperate with CDPH in all reasonable respects, and execute all documents and, subject to reasonable availability, give testimony and take all further acts reasonably necessary to acquire, transfer, maintain, and enforce CDPH's Intellectual Property rights and interests. CDPH Exhibit D(F)(8/10) Page 10 of 25 A41leaH Ao; MAOM aN : 6£ZZ) pasuapuoo leull (aye;s) suol;(puoD pue swual leloads - El lltl quawgoelIv a v m Y � 16 b. Retained Rights I License Rights a m (1) Except for Intellectual Property made, conceived, derived from, or reduced to practice by Contractor m or CDPH and which result directly or indirectly from this Agreement, Contractor shall retain title to all a of its Intellectual Property to the extent such Intellectual Property is in existence prior to the effective date of this Agreement. Contractor hereby grants to CDPH, without additional compensation, a permanent, non-exclusive, royalty free, paid-up, worldwide, irrevocable, perpetual, non-terminable license to use, reproduce, manufacture, sell, offer to sell, import, export, modify, publicly and privately display/perform, distribute, and dispose Contractor's Intellectual Property with the right to sublicense through multiple layers, for any purpose whatsoever, to the extent it is incorporated in the Intellectual Property resulting from this Agreement, unless Contractor assigns all rights, title and interest in the Intellectual Property as set forth herein. (2) Nothing in this provision shall restrict, limit, or otherwise prevent Contractor from using any ideas, concepts, know-how, methodology or techniques related to its performance under this Agreement, provided that Contractor's use does not infringe the patent, copyright, trademark rights, license or other Intellectual Property rights of CDPH or third party, or result in a breach or default of any provisions of this Exhibit or result in a breach of any provisions of law relating to confidentiality. c. Copyright (1) Contractor agrees that for purposes of copyright law, all works [as defined in Paragraph a, subparagraph (2)(a) of this provision] of authorship made by or on behalf of Contractor in connection with Contractor's performance of this Agreement shall be deemed "works made for hire". Contractor further agrees that the work of each person utilized by Contractor in connection with the performance of this Agreement will be a "work made for hire," whether that person is an employee of Contractor or that person has entered into an agreement with Contractor to perform the work. Contractor shall enter Into a written agreement with any such person that: (i) all work performed for Contractor shall be deemed a "work made for hire" under the Copyright Act and (ii) that person shall assign all right, title, and interest to CDPH to any work product made, conceived, derived from, or reduced to practice by Contractor or CDPH and which result directly or indirectly from this Agreement. (2) All materials, including, but not limited to, visual works or text, reproduced or distributed pursuant to this Agreement that include Intellectual Property made, conceived, derived from, or reduced to practice by Contractor or CDPH and which result directly or indirectly from this Agreement, shall include CDPH's notice of copyright, which shall read in 3mm or larger typeface: "© [Enter Current Year e.g., 2007, etc.], Department of Public Health. This material may not be reproduced or disseminated without prior written permission from the Department of Public Health." This notice should be placed prominently on the materials and set apart from other matter on the page where it appears. Audio productions shall contain a similar audio notice of copyright. d. Patent Rights With respect to inventions made by Contractor in the performance of this Agreement, which did not result from research and development specifically included in the Agreement's scope of work, Contractor hereby grants to CDPH a license as described under Section b of this provision for devices or material incorporating, or made through the use of such inventions. If such inventions result from research and development work specifically included within the Agreement's scope of work, then Contractor agrees to assign to CDPH, without additional compensation, all its right, title and interest in and to such inventions and to assist CDPH in securing United States and foreign patents with respect thereto. e. Third-Party Intellectual Property Except as provided herein, Contractor agrees that its performance of this Agreement shall not be dependent upon or include any Intellectual Property of Contractor or third party without first: (i) obtaining CDPH's prior written approval; and (ii) granting to or obtaining for CDPH, without additional compensation, a license, as described in Section b of this provision, for any of Contractor's or third-party's Intellectual Property in existence prior to the effective date of this Agreement. If such a license upon the these terms is unattainable, and CDPH determines that the Intellectual Property should be included in or is required for CDPH Exhibft D(F)(6/10) Page 11 of 25 A411e8H col x)aonnON : 61l pasuapuoo leull 01e1S) suol3lpu03 pue SwJal le!oadS- a J.1V :}uawg3e;JV a m Y Contractor's performance of this Agreement, Contractor shall obtain a license under terms acceptable to °D CDPH, a d f. Warranties U R a. (1) Contractor represents and warrants that: (a) It is free to enter into and fully perform this Agreement. (b) It has secured and will secure all rights and licenses necessary for its performance of this Agreement. (c) Neither Contractor's performance of this Agreement, nor the exercise by either Party of the rights granted in this Agreement, nor any use, reproduction, manufacture, sale, offer to sell, import, export, modification, public and private display/performance, distribution, and disposition of the Intellectual Property made, conceived, derived from, or reduced to practice by Contractor or CDPH and which result directly or indirectly from this Agreement will infringe upon or violate any Intellectual Property right, non-disclosure obligation, or other proprietary right or interest of any third-party or entity now existing under the laws of, or hereafter existing or issued by, any state, the United States, or any foreign country. There is currently no actual or threatened claim by any such third party based on an alleged violation of any such right by Contractor. (d) Neither Contractor's performance nor any part of its performance will violate the right of privacy of, or constitute a libel or slander against any person or entity. (e) It has secured and will secure all rights and licenses necessary for Intellectual Property including, but not limited to, consents, waivers or releases from all authors of music or performances used, and talent (radio, television and motion picture talent), owners of any interest in and to real estate, sites, locations, property or props that may be used or shown. (f) It has not granted and shall not grant to any person or entity any right that would or might derogate, encumber, or interfere with any of the rights granted to CDPH in this Agreement. (g) It has appropriate systems and controls in place to ensure that state funds will not be used in the performance of this Agreement for the acquisition, operation or maintenance of computer software in violation of copyright laws. (h) It has no knowledge of any outstanding claims, licenses or other charges, liens, or encumbrances of any kind or nature whatsoever that could affect in any way Contractor's performance of this Agreement. (2) CDPH MAKES NO WARRANTY THAT THE INTELLECTUAL PROPERTY RESULTING FROM THIS AGREEMENT DOES NOT INFRINGE UPON ANY PATENT, TRADEMARK, COPYRIGHT OR THE LIKE, NOW EXISTING OR SUBSEQUENTLY ISSUED. g. Intellectual Property Indemnity (1) Contractor shall indemnify, defend and hold harmless CDPH and its licensees and assignees, and its officers, directors, employees, agents, representatives, successors, and users of its products, ("Indemnitees") from and against all claims, actions, damages, losses, liabilities (or actions or proceedings with respect to any thereof), whether or not rightful, arising from any and all actions or claims by any third party or expenses related thereto (including, but not limited to, all legal expenses, court costs, and attorney's fees incurred in investigating, preparing, serving as a witness in, or defending against, any such claim, action, or proceeding, commenced or threatened) to which any of the Indemnitees may be subject, whether or not Contractor is a party to any pending or threatened litigation, which arise out of or are related to (1) the incorrectness or breach of any of the representations, warranties, covenants or agreements of Contractor pertaining to Intellectual Property; or (ii) any Intellectual Property infringement, or any other type of actual or alleged infringement claim, arising out of CDPH's use, reproduction, manufacture, sale, offer to sell, distribution, import, export, modification, public and private performance/display, license, and disposition of the Intellectual CDPH Exhibit D(F)(8/10) Page 12 of 25 f,glleaH ao;>>aomlaN : 6£ZZ) pasuapuoo leul;(alelS) suolllpuoD pue swJal le!oadS- g lit/ :luawgoelly v v � Y Property made, conceived, derived from, or reduced to practice by Contractor or CDPH and which 10 result directly or indirectly from this Agreement. This indemnity obligation shall apply irrespective of a whether the infringement claim is based on a patent, trademark or copyright registration that issued Y after the effective date of this Agreement. CDPH reserves the right to participate in and/or control, at Contractor's expense, any such infringement action brought against CDPH. a (2) Should any Intellectual Property licensed by the Contractor to CDPH under this Agreement become the subject of an Intellectual Property infringement claim, Contractor will exercise its authority reasonably and in good faith to preserve CDPH's right to use the licensed Intellectual Property in accordance with this Agreement at no expense to CDPH. CDPH shall have the right to monitor and appear through its own counsel (at Contractor's expense) in any such claim or action. In the defense or settlement of the claim, Contractor may obtain the right for CDPH to continue using the licensed Intellectual Property; or, replace or modify the licensed Intellectual Property so that the replaced or modified Intellectual Property becomes non-infringing provided that such replacement or modification is functionally equivalent to the original licensed Intellectual Property. If such remedies are not reasonably available, CDPH shall be entitled to a refund of all monies paid under this Agreement, without restriction or limitation of any other rights and remedies available at law or in equity. (3) Contractor agrees that damages alone would be inadequate to compensate CDPH for breach of any term of this Intellectual Property Exhibit by Contractor. Contractor acknowledges CDPH would suffer irreparable harm in the event of such breach and agrees CDPH shall be entitled to obtain equitable relief, including without limitation an injunction, from a court of competent jurisdiction, without restriction or limitation of any other rights and remedies available at law or in equity. In. Federal Funding In any agreement funded in whole or in part by the federal government, CDPH may acquire and maintain the Intellectual Property rights, title, and ownership, which results directly or indirectly from the Agreement; except as provided in 37 Code of Federal Regulations part 401.14; however, the federal government shall have a non-exclusive, nontransferable, irrevocable, paid-up license throughout the world to use, duplicate, or dispose of such Intellectual Property throughout the world in any manner for governmental purposes and to have and permit others to do so. i. Survival The provisions set forth herein shall survive any termination or expiration of this Agreement or any project schedule. 11. 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 under 40 CFR 15.5. 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. 1857(h)], section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15). 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 Federal Water Pollution Control Act (33 U.S.C. 1251 et seq.), as amended. 12. Prior Approval of Training Seminars,Workshops or Conferences Contractor shall obtain prior CDPH approval of the location, costs, dates, agenda, instructors, instructional materials, and attendees at any reimbursable training seminar, workshop, or conference conducted pursuant to this Agreement and of any reimbursable publicity or educational materials to be made available for distribution. The Contractor shall acknowledge the support of the State whenever publicizing the work under this Agreement in any media. This provision does not apply to necessary staff meetings or training sessions held for the staff of the Contractor or Subcontractor to conduct routine business matters. CDPH Exhibit D(F)(8110) Page 13 of 25 Ag31eaH ao;>IJonn;aN : 6EZZ) pasuapuoo leul; (a;e;S) suo13lpuoD pue swaal leloadS 8 lltl quawyoe;;y w a to Y � 13. Confidentiality of Information a. v Y a. The Contractor and its employees, agents, or subcontractors shall protect from unauthorized disclosure names and other identifying information concerning persons either receiving services pursuant to this o. Agreement or persons whose names or identifying information become available or are disclosed to the Contractor, its employees, agents, or subcontractors as a result of services performed under this Agreement, except for statistical information not identifying any such person. b. The Contractor and its employees, agents, or subcontractors shall not use such identifying information for any purpose other than carrying out the Contractor's obligations under this Agreement. c. The Contractor and its employees, agents, or subcontractors shall promptly transmit to the CDPH Program Contract Manager all requests for disclosure of such identifying information not emanating from the client or person. d. The Contractor shall not disclose, except as otherwise specifically permitted by this Agreement or authorized by the client, any such identifying information to anyone other than CDPH without prior written authorization from the CDPH Program Contract Manager, except if disclosure is required by State or Federal law. e. For purposes of this provision, identity shall include, but not be limited to name, identifying number, symbol, or other identifying particular assigned to the individual, such as finger or voice print or a photograph. f. As deemed applicable by CDPH, this provision may be supplemented by additional terms and conditions covering personal health information (PHI) or personal, sensitive, and/or confidential information (PSCI). Said terms and conditions will be outlined in one or more exhibits that will either be attached to this Agreement or incorporated into this Agreement by reference. 14. Documents, Publications and Written Reports (Applicable to agreements over $5,000 under which publications, written reports and documents are developed or produced. Government Code Section 7550.) Any document, publication or written report (excluding progress reports, financial reports and normal contractual communications) prepared as a requirement of this Agreement shall contain, in a separate section preceding the main body of the document, the number and dollar amounts of all contracts or agreements and subcontracts relating to the preparation of such document or report, if the total cost for work by nonemployees of the State exceeds $5,000. 15. Dispute Resolution Process a. A Contractor grievance exists whenever there is a dispute arising from CDPH's action in the administration of an agreement. If there is a dispute or grievance between the Contractor and CDPH, the Contractor must seek resolution using the procedure outlined below. (1) The Contractor should first informally discuss the problem with the CDPH Program Contract Manager. If the problem cannot be resolved informally, the Contractor shall direct its grievance together with any evidence, in writing, to the program Branch Chief. The grievance shall state the issues in dispute, the legal authority or other basis for the Contractor's position and the remedy sought. The Branch Chief shall render a decision within ten (10) working days after receipt of the written grievance from the Contractor. The Branch Chief shall respond in writing to the Contractor indicating the decision and reasons therefore. If the Contractor disagrees with the Branch 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 shall include with the appeal a copy of the Contractors original statement of dispute along with any supporting evidence and a copy of the Branch Chiefs decision. The appeal shall be addressed to the Deputy Director of the division in which CDPH Exhibit D(F)(8/10) Page 14 of 25 RytleaH Jo;laom40N : 68ZZ) Pasuapuoo leul; (OWLS) suol;Ipuoo pue swlal lemads- 8 11V .3uawg3ellV v co m Y d the branch is organized within ten (10) working days from receipt of the Branch Chiefs decision. The 6 Deputy Director of the division in which the branch is organized or his/her designee shall meet with the n. Contractor to review the issues raised. A written decision signed by the Deputy Director of the division d in which the branch is organized or his/her designee shall be directed to the Contractor within twenty R (20)working days of receipt of the Contractor's second level appeal. a b. If the Contractor wishes to appeal the decision of the Deputy Director of the division in which the branch is organized or his/her designee, the Contractor shall follow the procedures set forth in Division 25.1 (commencing with Section 38050) of the Health and Safety Code and the regulations adopted thereunder. (Title 1, Division 2, Chapter 21 Article 3 (commencing with Section 1140) of the California Code of Regulations). c. Disputes arising out of an audit, examination of an agreement or other action not covered by subdivision (a) of Section 20204, of Chapter 2.1, Title 22, of the California Code of Regulations, and for which no procedures for appeal are provided in statute, regulation or the Agreement, shall be handled in accordance with the procedures identified in Sections 51016 through 51047. Title 22, California Code of Regulations. d. Unless otherwise stipulated in writing by CDPH, all dispute, grievance and/or appeal correspondence shall be directed to the CDPH Program Contract Manager. e. There are organizational differences within CDPH's funding programs and the management levels identified in this dispute resolution provision may not apply in every contractual situation. When a grievance is received and organizational differences exist, the Contractor shall be notified in writing by the CDPH 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. 16. Financial and Compliance Audit Requirements a. The definitions used in this provision are contained in Section 38040 of the Health and Safety Code, which by this reference is made a part hereof. b, Direct service contract means a contract or agreement for services contained in local assistance or subvention programs or both (see Health and Safety[H&S] Code section 38020). Direct service contracts shall not include contracts, agreements, grants, or subventions to other governmental agencies or units of government nor contracts or agreements with regional centers or area agencies on aging (H&S Code section 38030). c. The Contractor, as indicated below, agrees to obtain one of the following audits: (1) If the Contractor is a nonprofit organization (as defined in H&S Code section 38040) and receives $25,000 or more from any State agency under a direct service contract or agreement; the Contractor agrees to obtain an annual single, organization wide, financial and compliance audit. Said audit shall be conducted according to Generally Accepted Auditing Standards. This audit does not fulfill the audit requirements of Paragraph c(3) below. The audit shall be completed by the 15th day of the fifth month following the end of the Contractor's fiscal year, and/or (2) If the Contractor is a nonprofit organization (as defined in H&S Code section 38040) and receives less than $25,000 per year from any State agency under a direct service contract or agreement, the Contractor agrees to obtain a biennial single, organization wide financial and compliance audit, unless there is evidence of fraud or other violation of state law in connection with this Agreement. This audit does not fulfill the audit requirements of Paragraph c(3) below. The audit shall be completed by the 15th day of the fifth month following the end of the Contractors fiscal year, and/or (3) If the Contractor is a State or Local Government entity or Nonprofit organization (as defined by the Federal Office of Management and Budget [OMB] Circular A-133) and expends $500,000 or more in Federal awards, the Contractor agrees to obtain an annual single, organization wide, financial and compliance audit according to the requirements specified in OMB Circular A-133 entitled "Audits of States, Local Governments, and Non-Profit Organizations". An audit conducted pursuant to this provision will fulfill the audit requirements outlined in Paragraphs c(1) and c(2) above. The audit shall CDPH Exhibit D(F)(8/10) Page 15 of 25 ty;leaH ao; )(aonn;aN : 6£ZZ) Pasuapuoo leul; (atels) suoltlpuoo pue srwal leloads- SI 11V :4uaruy3e11V H10 be completed by the end of the ninth month following the end of the audit period. The requirements of this provision apply if: a V (a) The Contractor is a recipient expending Federal awards received directly from Federal awarding agencies, or R a (b) The Contractor is a subrecipient expending Federal awards received from a pass-through entity such as the State, County or community based organization. (4) If the Contractor submits to CDPH a report of an audit other than an OMB A-133 audit, the Contractor must also submit a certification indicating the Contractor has not expended $500,000 or more in federal funds for the year covered by the audit report. d. Two copies of the audit report shall be delivered to the CDPH program funding this Agreement. The audit report must identify the Contractors legal name and the number assigned to this Agreement. The audit report shall be due within 30 days after the completion of the audit. Upon receipt of said audit report, the CDPH Program Contract Manager shall forward the audit report to CDPH's Audits and Investigations Unit if the audit report was submitted under Section 16.c(3), unless the audit report is from a City, County, or Special District within the State of California whereby the report will be retained by the funding program. e. The cost of the audits described herein may be included in the funding for this Agreement up to the proportionate amount this Agreement represents of the Contractor's total revenue. The CDPH program funding this Agreement must provide advance written approval of the specific amount allowed for said audit expenses. f. The State or its authorized designee, including the Bureau of State Audits, is responsible for conducting agreement performance audits which are not financial and compliance audits. Performance audits are defined by Generally Accepted Government Auditing Standards. g. Nothing in this Agreement limits the State's responsibility or authority to enforce State law or regulations, procedures, or reporting requirements arising thereto. h. Nothing in this provision limits the authority of the State to make audits of this Agreement, provided however, that if independent audits arranged for by the Contractor meet Generally Accepted Governmental Auditing Standards, the State shall rely on those audits and any additional audit work and shall build upon the work already done. i. The State may, at its option, direct its own auditors to perform either of the audits described above. The Contractor will be given advance written notification, if the State chooses to exercise its option to perform said audits. j. The Contractor shall include a clause in any agreement the Contractor enters into with the audit firm doing the single organization wide audit to provide access by the State or Federal Government to the working papers of the independent auditor who prepares the single organization wide audit for the Contractor. k. Federal or state auditors shall have "expanded scope auditing" authority to conduct specific program audits during the same period in which a single organization wide audit is being performed, but the audit report has not been issued. The federal or state auditors shall review and have access to the current audit work being conducted and will not apply any testing or review procedures which have not been satisfied by previous audit work that has been completed. The term "expanded scope auditing" is applied and defined in the U.S. General Accounting Office (GAO) issued Standards for Audit of Government Organizations, Programs, Activities and Functions, better known as the"yellow book". 17. Human Subjects Use Requirements (Applicable only to federally funded agreementsig rants in which performance, directly or through a subcontractlsubaward, includes any tests or examination of materials derived from the human body.) CDPH Exhibit D(F)(8110) Page 16 of 25 tylleaH Jo; )(aom;aN 61 ZZ) Pasuapuoo Ieul; (ale;g) suoglpuoD pue swiaj leloadS- 8 lltl :luawyoelly By signing this Agreement, Contractor agrees that if any performance under this Agreement or any v subcontract or subagreement includes any tests or examination of materials derived from the human body for s a the purpose of providing information, diagnosis, prevention, treatment or assessment of disease, impairment, Y or health of a human being, all locations at which such examinations are performed shall meet the requirements of 42 U.S.C. Section 263a (CLIA) and the regulations thereunder. a 18. Novation Requirements If the Contractor proposes any novation agreement, CDPH shall act upon the proposal within 60 days after receipt of the written proposal. CDPH may review and consider the proposal, consult and negotiate with the Contractor, and accept or reject all or part of the proposal. Acceptance or rejection of the proposal may be made orally within the 60-day period and confirmed in writing within five days of said decision. Upon written acceptance of the proposal, CDPH will initiate an amendment to this Agreement to formally implement the approved proposal. 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 7 CFR Part 3017, 45 CFR 76, 40 CFR 32 or 34 CFR 85. 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) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; (3) Are not presently indicted for or otherwise criminally or civilly charged by a 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) Shall not knowingly enter into any lower tier covered transaction with a person who is proposed for debarment under federal regulations (i.e., 48 CFR part 9, subpart 9.4), debarred, suspended, declared ineligible, or voluntarily excluded from participation in such transaction, unless authorized by the State. (6) 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 shall submit an explanation to the CDPH Program Contract Manager. d. The terms and definitions herein have the meanings set out in the Definitions and Coverage sections of the rules implementing Federal Executive Order 12549. e. If the Contractor knowingly violates this certification, in addition to other remedies available to the Federal Government, the CDPH may terminate this Agreement for cause or default. CDPH Exhibit D(F)(6110) Page 17 of 25 Ag31eaH Jo; 1a0m;aN : 6EZZ) pasuapuoo leul; (OMIS) suoglpuoo pue smial leloadS - 8 lltl quawgae;}y 20. Smoke-Free Workplace Certification a (Applicable to federally funded agreements/grants and subcontracts/subawards, that provide health, day care, d early childhood development services, education or library services to children under 18 directly or through local governments.) a 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. 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. 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, CDPH shall 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. 22. 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, CDPH 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 CDPH receives a final report that meets the terms, conditions and/or scope of work requirements of this Agreement. 23. Performance Evaluation (Not applicable to grant agreements,) CDPH may, at its discretion, evaluate the performance of the Contractor at the conclusion of this Agreement. If performance is evaluated, the evaluation shall not be a public record and shall remain on file with CDPH. Negative performance evaluations may be considered by CDPH prior to making future contract awards. CDPH Exhibit D(F) (8110) Page 18 of 25 fglleaH ­10; 31IJ0m;3N 1 6£ZZ) pasuapuoo leul; (a;e;S) suol;IpuoD pue sw0al leioadS- 9 lltl :;uawgoe;;y c `1 v 24. Officials Not to Benefit a a Y No members of or delegate of Congress or the State Legislature shall be admitted to any share or part of this R Agreement, or to any benefit that may arise therefrom. This provision shall not be construed to extend to this a Agreement if made with a corporation for its general benefits. 25. Four-Digit Date Compliance (Applicable to agreements in which Information Technology (IT) services are provided to CDPH or if IT equipment is procured.) Contractor warrants that it will provide only Four-Digit Date Compliant (as defined below) Deliverables and/or services to the State. "Four Digit Date compliant" Deliverables and services can accurately process, calculate, compare, and sequence date data, including without limitation date data arising out of or relating to leap years and changes in centuries. This warranty and representation is subject to the warranty terms and conditions of this Contract and does not limit the generality of warranty obligations set forth elsewhere herein. 26. 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. 27 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 shall 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 shall take all of the following steps to further this goal. (1) Ensure that small businesses, minority-owned firms, and women's business enterprises are used to the fullest extent practicable. (2) 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. (3) 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. (4) 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. (5) 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. 28. Alien Ineligibility Certification (Applicable to sole proprietors entering federally funded agreements.) 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.) CDPH Exhibit D(F)(8/10) Page 19 of 25 LI1Ie8H J01 4JonAWN : 6£ZZ) Pasuapuoo leul; (ale;s) suo1ppuo0 pue swial leloads- 8 11V :1u9wy3eJJV v n 29. Union Organizing Ch a (Applicable only to grant agreements.) Y U R Grantee, by signing this Agreement, hereby acknowledges the applicability of Government Code Sections a 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 shall, 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 shall provide those records to the Attorney General upon request. 30. Contract Uniformity (Fringe Benefit Allowability) (Applicable only to nonprofit organizations.) Pursuant to the provisions of Article 7 (commencing with Section 100525) of Chapter 3 of Part 1 of Division 101 of the Health and Safety Code, CDPH sets forth the following policies, procedures, and guidelines regarding the reimbursement of fringe benefits. a. As used herein fringe benefits shall mean an employment benefit given by one's employer to an employee in addition to one's regular or normal wages 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. (3) Incentive awards and/or bonus incentive pay. (4) Allowances for off-site pay (5) Location allowances. (5) Hardship pay. (7) Cost-of-living differentials c. Specific allowable fringe benefits include: (1) Fringe benefits in the form of employer contributions for the employers portion of payroll taxes (i.e., FICA, SUI, SDI), employee health plans (i.e., health, dental and vision), unemployment insurance, worker's compensation insurance, and the employer's share of pension/retirement plans, provided they are granted in accordance with established written organization policies and meet all legal and Internal Revenue Service requirements. d. To be an allowable fringe benefit, the cost must meet the following criteria: (1) Be necessary and reasonable for the performance of the Agreement. (2) Be determined in accordance with generally accepted accounting principles. (3) Be consistent with policies that apply uniformly to all activities of the Contractor. e. Contractor agrees that all fringe benefits shall be at actual cost. CDPH Exhibit D(F)(8110) Page 20 of 25 AglleaH Job 1la0M3aN : 6M) pasuepuoa leul; (831335) SuolllpuoC pue swia1 lelaadS . 8 11V :luawgoelliV n f. Earned/Accrued Compensation r a (1) Compensation for vacation, sick leave and holidays is limited to that amount earned/accrued within m 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. e (2) For multiple year agreements, vacation and sick leave compensation, which is earned/accrued but not paid, due to employees) not taking time off may be carried over and claimed within the overall term of the multiple years of the Agreement. Holidays cannot be carried over from one agreement year to the next. See Provision f(3)(b)for an example. (3) For single year agreements, vacation, sick leave and holiday compensation that is earned/accrued but not paid, due to employee(s) not taking time off within the term of the Agreement, cannot be claimed as an allowable cost. See Provision f(3)(c)for an example. (a) Example No. 1: If an employee, John Doe, earns/accrues three weeks of vacation and twelve days of sick leave each year, then that is the maximum amount that may be claimed during a one year agreement. If John Doe has five weeks of vacation and eighteen days of sick leave at the beginning of an agreement, the Contractor during a one-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 CDPH, the remaining unused two weeks of vacation and seven days of sick leave may not be claimed as an allowable cost. 31. Lobbying Restrictions and Disclosure Certification (Applicable to federally funded agreements in excess of$100,000 per Section 1352 of the 31, U.S.C.) a. Certification and Disclosure Requirements (1) Each person (or recipient) who requests or receives a contract or agreement, subcontract, grant, or subgrant, which is subject to Section 1352 of the 31, U.S.C., and which exceeds $100,000 at any tier, shall file a certification (in the form set forth in Attachment 1, consisting of one page, entitled "Certification Regarding Lobbying") that the recipient has not made, and will not make, any payment prohibited by Paragraph b of this provision. (2) Each recipient shall file a disclosure (in the form set forth in Attachment 2, entitled "Standard Form- LLL 'disclosure of Lobbying Activities"') if such recipient has made or has agreed to make any payment using nonappropriated funds (to include profits from any covered federal action) in connection with a contract, or grant or any extension or amendment of that contract, or grant, which would be prohibited under Paragraph b of this provision if paid for with appropriated funds. (3) Each recipient shall file a disclosure form at the end of each calendar quarter in which there occurs any event that requires disclosure or that materially affect the accuracy of the information contained in any disclosure form previously filed by such person under Paragraph a(2) herein. An event that materially affects the accuracy of the information reported includes: CDPH Exhibit D(F)(8110) Page 21 of 25 L141BOH Jo;17aoMraN : UZZ) Pasuapuoa leul;(a3e1S) SuotllPuoC Pue swJal lemadS - a 11V :juamgoel;V HIO M (a) A cumulative increase of $25,000 or more in the amount paid or expected to be paid for influencing or attempting to influence a covered federal action; a d (b) A change in the person(s) or individuals(s) influencing or attempting to influence a covered federal A action; or a (c) A change in the officer(s), employee(s), or member(s) contacted for the purpose of influencing or attempting to influence a covered federal action. (4) Each person (or recipient) who requests or receives from a person referred to in Paragraph a(1) of this provision a contract or agreement, subcontract, grant or subgrant exceeding $100,000 at any tier under a contract or agreement, or grant shall file a certification, and a disclosure form, if required, to the next tier above. (5) All disclosure forms (but not certifications) shall be forwarded from tier to tier until received by the person referred to in Paragraph a(1) of this provision. That person shall forward all disclosure forms to CDPH Program Contract Manager. b. Prohibition Section 1352 of Title 31, U.S.C., provides in part that no appropriated funds may be expended by the recipient of a federal contract or agreement, grant, loan, or cooperative agreement to pay any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any of the following covered federal actions, the awarding of any federal contract or agreement, the making of any federal grant, the making of any federal loan, entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract or agreement, grant, loan, or cooperative agreement. CDPH Exhibit D(F)(8110) Page 22 of 25 ALM128H Jo;>Iaom;aN 6EZZ) pasuapuoo leul;(atelS) suol;lpuo0 pue swual leioads - a lltl :3u9wy3elly v � r Y v Attachme of STATE OF CALIFORNIA a- CALIFORNIA DEPARTMENT OF PUBLIC HEALTH m Y U CERTIFICATION REGARDING LOBBYING IL The undersigned certifies, to the best of his or her knowledge and belief, that. (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the making, awarding or entering into of this Federal contract, Federal grant, or cooperative agreement, and the extension, continuation, renewal, amendment, or modification of this Federal contract, grant, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency of the United States Government, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, or cooperative agreement, the undersigned shall complete and submit Standard Form LLL, "Disclosure of Lobbying Activities" in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontractors, subgrants, and contracts under grants and cooperative agreements) of$100,000 or more, and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S.C., any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Name of Contractor Printed Name of Person Sgmng for ConbacWr 12-10204 Contract I Grant Number Signature of Person Signing for contractor Date Title After execution by or on behalf of Contractor, please return to: California Department of Public Health Network for a Healthy California Attn: Kisha Holmes 1616 Capital Ave MS 7204 PO Box 997377 MS 7204 Sacramento, CA 95899-7377 CDPH reserves the right to notifiy the contractor in writing of an alternate submission address. CDPH Exhibit D(F)(8/10) Page 23 of 25 Cal Rt{;]eaH a01 1[.t0ee;aN : 6EZZ) Pasuapuo3 [eu[l(a;e;S) suo[;[puoo pue smial Ie13edS- 9 1Pd :4uawy3euy n Attachment 2 >A" a CERTIFICATION REGARDING LOBBYING q,q,,, byWb Complete this form to disclose lobbying activities pursuant to 31 U.S.C. 1352 awnwa 16 (See reverse for public burden disclosure) tl. 1. Type of Federal Action: 2. Status of Federal Action: 3. Report Type: ( ] a. contract [ ] a. bid/offer/application [ ] a. initial filing b. grant b. initial award b. material change c.d. ban erative agreement c. post-award For Material Change Only: e. ban guarantee Year_quarter f, loan insurance date of last report _ 4. Name and Address of Reporting Entity: 5. If Reporting Entity in No.4 is Subawardee,Enter Name and Address of Prime: 1-1 Prime ❑Subawardee Tier _, if known: Congressional District If known: Congressional District,If known: 6. Federal Department/Agency 7. Federal Program Name/Description: CDFA Number,if applicable: S. Federal Action Number,if known: 9— Amount,if known: 10.a. Name and Address of Lobbying Registrant D. Individuals Performing Services(including address if different from (If individual, last name, first name, MI): 108. (Last name, First name,MI): 11. Information requested through this form Is authonzed by title 31 U.S.C.section 1352.This disclosure of lobbying activities Is a material Signature: representation of fact upon which reliance was placed by the tier above when this transaction was made or entered into. This Print Name: disUOSUre Is required punuant to 31 U.S.C. 1352. This information will be available for public Inspection. required disclosure shall be Title: subject to a not more than$100,000 for each such failure. Telephone NO.: Date: Federal Use Only Authorized for Local Reproduction Standard Form-LLL(Rev.7-97) CDPH Exhibit D(F)(6110) Page 24 of 25 Cal RylleaH 1014-10mION : 6£ZZ) pasuapuoo leul; lalelS) suolllpuoo pue suajal le!oaciS- a 11V :luawyoellV a � n Y INSTRUCTIONS FOR COMPLETION OF SF-LLL,DISCLOSURE OF LOBBYING ACTIVITIES aD � a -his disclosure form shall be completed by the reportng entity,whether subawardee or prime Federal recipient, at the Initiation or receipt of a covered Federal action,or a Y 9 aterial change to a previous filing,pursuant to title 31 U.S.C.section 1352.The filing of a form is required for each payment or agreement to make payment to any In, V amity for influencing or attempting to Influence an officer or employee or any agency,a Member of Congress,an officer or employee of Congress,or an employee of a Member ro d of Congress in connection with a covered Federal action. Complete all items that apply for both the initial filing and material change report. Refer to the implementing guidance published by the Office of Management and Budget for additional information. 1. Identify the type of covered Federal action for which lobbying activity is and/or has been secured to influence the outcome d a covered Federal action. 2. Identify the status of the covered Federal acfion. 1 Identify the appropriate classification of this report.If this is a folbw-up report caused by a material change to the information previously reported,enter the year and quarter in which the change occurred.Enter the date of the last previousy,submitted raper(by this reporting entity for this covered Federal acfion. 4. Enter the full name,address,city,State and zip code of the reporting entity. Include Congressional District,if known. Check the appropriate classification of the reporting entity that designates if R is,or expects to be a prime or subaward recipient. Identify the tier of the subawardee,e.g.,the first subawardee of the prime is the 1st tier. Subawards include but are not limited to subcontracts,subgrants and contract awards under grants. 5. If the organization filing the report In Rem 4 checks"Subawardee;'then enter the full name,address,city,State and zip code of the prime Federal recipient.Include Congressional District,if known. 6. Enter the name of the Federal agency making the award or loan commitment.Include at least one organizational level below agency name,R known.For example, Department of Transportation,United States Coast Guard. 7. Enter the Federal program name or description for the covered Federal action(Item 1). If known,enter the full Catalog of Federal Domestic Assistance(CFDA) number for grants,cooperative agreements,loans,and can commitments. 8, Enter the most appropriate Federal identifying number available for the Federal action Identified in item 1(e.g..Request for Proposal(RFP)number,Invitation for Bid (IFS)number, grant announcement number;the contract,grant, or loan award number;the application/proposal control number assigned by the Federal agency). Include prefixes,e.g.,"RFP-DE-90-001." 9. For a covered Federal action where there has been an award or loan commitment by the Federal agency,enter the Federal amount of the awardnoan commitment for the prime entity identified in Rem 4 or S. 10. (a) Enter the full name, address, city. State and zip code of the lobbying registrant under the Lobbying Disclosure Act of 1995 engaged by the reporting entity Identified In item 4 to Influence the covered Federal action. (b) Enter the full names of the individualist performing services,and include full address if different from 10(a).Enter Last Name, First Name,and Middle Initial (MI). 11. The certifying official shag sign and date the form,print his/her name,title,and telephone number. According to the Paperwork Reduction Act, as amended,no persons are required to respond to a collection of information unless it displays a valid OMB Control Number. The valid OMB control number for this information collection is OMB No. 0348-0046. Public reporting burden for this collection of information is estimated to average 10 minutes per response,including time for reviewing instructions,searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to the Office of Management and Budget,Paperwork Reduction Project(0348-0046),Washington, DC 20503, CDPH Exhibit D(F)(8/10) Page 25 of 25 (elwo;!leO A4ileaH ao; M JOmION 6£ZZ) slx'oulpieuieg ueg;o Apo 196png weJ6o'd- 0 lltl :;u9wy3e;3y r w n Y d ro a� U O_ d Y U R = a U a a e G v ? c E v �6 v, Al U th c a 'b E = v m y v 4 m b y t0 v o E - M vF eC o � o y a E a ti 'oa c w ,� � .�' S � � � o' p Q T F m v v c S N m 3 v m o < ° O o c c 5 obo A L N 0 0 q F C rj' y H 0 ° 9 iy O L b O 9 C C Q y Oc v g v u ° c c m.5 c 'E c C E ti m o `o O i MO N �• .d � � v' C E a a S u Y. � z U. Ul M? 0. .E s V V m w zlF F zj(-+ Q 'a E 'y o c � u3 u o mxzw o ¢ N 0 a LL (eivao;ileO A43]eaH ao;IJomyaN 6£ZZ) six'ouipiewa8 ueg;o j!O 396pn8 weJ6oJd - 0 llt/ :Iuawyaejjy plo a d U a+ Y U R IL x v a a u 0 9 0 v c 5 c s E pp 46 tl 4 ` T t4 6 d E m P1 Ci 'a `o �p� ,$' O N SN •d ° L u i� p. v U _ E ° 5 v ❑ Z N Off- a mu ov '� v v » g Ti v y O W • ond '� o vv � A ° .�+ °4 °0 � � ° o � a Q LL 0 O 5: W o LL � o ° 0 0 o c ° p > a L 10 9 {a{iil1 Y V = 9 N syi 5 A 9 A o � ebE .59 � •$ v �o 'j '� .� ? o v o f o A c 33 y e 14 c D 8 ° 9 d c 9 E i v m m * v Lz Z 0 5 F W 4 U Z O �� a Z 3 e E U G � k7 eyye+ v Z .°. f7UUr°La 7 E a o C LL U (clujO11103 AL14180H m VOmIGN , s w six,oulpieuieg ueS @#ate re _BOJ e ,6¥ : Uu m < \ LU � ~ ( \ � a k k \ k § ( \ ( � { \! \ƒ 5 ■ : « 2k ei 2 > ) tE ! (f\ \ \ \\k \ 77 - $ & ( ) \ ƒ% � ( � / z � � � \ } 8.K.f ATTACHMENT D Stale of California—Health and Human Services Agency California Department of Public Health CDPH 2352(7/07) Contractor's Release Instructions to Contractor: With final invoice(s)submit one(1)original and one(1)copy.The original must bear the original signature of a person authorized to bind the Contractor.The additional copy may bear photocopied signatures. Submission of Final Invoice Pursuant to contract number entered into between the County and the Contractor(identified below), -(i' the Contractor does acknowledge that final payment has been requested via invoice number(s) .E ,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 m invoice dates. U s 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 County,its officers,agents and employees of and from any and all liabilities,obligations,claims,and demands whatsoever arising from the above referenced contract. o Y Repayments Due to Audit Exceptions/Record Retention o 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 z subsequent audit made after final payment will be refunded to the County. o, M 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. X U Reminder to Return State Equipment/Property(If Applicable) 0 (Applies only if equipment was provided by the County or purchased with or reimbursed by contract funds) y ra Unless the County has approved the continued use and possession of Contractor's purchased equipment(as defined in the above referenced contract),Contractor agrees to promptly initiate arrangements to account for and return said equipment to the County,if said equipment has not passed its useful life expectancy as defined in the above referenced contract. ° U A W G O ONLY SIGN AND DATE THIS DOCUMENT WHEN ATTACHING IT TO THE FINAL INVOICE rJ Contractor's Legal Name(as on contract): Q Signature of Contractor or Official Designee: Date: E Printed Name/Title of Person Signing: m k PacketPg. 480 8.K.g California Department of Public Health ATTACHMENT E Travel Reimbursement Information (Mileage Reimbursement Increase Effective 711111) 1. The following rate policy is to be applied for reimbursing the travel expenses of persons under contract.The terms "contract"and/or"subcontract" have the same meaning as"grantee"and/or"subgrantee"where applicable. a. Reimbursement for travel and/or per diem shall be at the rates established for nonrepresented/excluded state employees. Exceptions to Department of Personnel Administration (DPA) lodging rates may be approved by the California Department of Public Health (CDPH) upon the receipt of a statement on/with an invoice indicating that such rates are not available. b. Short Term Travel is defined as a 24-hour period, and less than 31 consecutive days, and is at least 50 miles c from the main office, headquarters or primary residence. Starting time is whenever a contract or subcontract employee leaves his or her home or headquarters. "Headquarters" is defined as the place where the contracted tj personnel spends the largest portion of their working time and returns to upon the completion of assignments. s Headquarters may be individually established for each traveler and approved verbally or in writing by the program = funding the agreement. Verbal approval shall be followed up in writing or email. c. Contractors on travel status for more than one 24-hour period and less than 31 consecutive days may claim a o fractional part of a period of more than 24 hours. Consult the chart appearing on Page 2 of this exhibit to w determine the reimbursement allowance. All lodging reimbursement claims must be supported by a receipt*. If a 3 contractor does not or cannot present receipts, lodging expenses will not be reimbursed. z Travel Location /Area Reimbursement Rate M Statewide(excluding the counties identified below $ 84.00 plus tax Counties of Los Angeles and San Diego $110.00 plus tax x Counties of Alameda, San Francisco, San Mateo, and Santa Clara $140.00 plus tax 0 �. (1)Lodging (with receipts*): o c Reimbursement for actual lodging expenses that exceed the above amounts may be allowed with the advance approval of the Deputy Director of the California Department of Public Health (CDPH) or his or E her designee. Receipts are required. "Receipts from Internet lodging reservation services such as Priceline.com which require prepayment for that service, ARE NOT ACCEPTABLE LODGING RECEIPTS and are not reimbursable without a valid d lodging receipt from a lodging establishment. a: d (2) Meal/Supplemental Expenses (with or without receipts): With receipts, the contractor will be reimbursed H actual amounts spent up to the maximum for each full 24-hour period of travel. w Meal/Expense Reimbursement Rate Q Breakfast $6.00 Lunch $10.00 E E Dinner $18.00 L Incidental expenses $6.00 Q d.Out-of-state travel may only be reimbursed if such travel is necessitated by the scope or statement of work and has been approved in advance by the program with which the contract is held. For out-of-state travel, contractors may be reimbursed actual lodging expenses, supported by a receipt, and may be reimbursed for meals and supplemental expenses for each 24-hour period computed at the rates listed in c. (2) above. For all out-of-state travel, contractors/subcontractors must have prior CDPH written or verbal approval. Verbal approval shall be confirmed in writing (email or memo). a.In computing allowances for continuous periods of travel of less than 24 hours, consult the chart. f. No meal or lodging expenses will be reimbursed for any period of travel that occurs within normal working hours, unless expenses are incurred at least 50 miles from headquarters. PacketPg.481 8.K.g C2. If any of the reimbursement rates stated herein is changed by DPA, no formal contract amendment will be required to incorporate the new rates. However, CDPH shall inform the contractor, in writing, of the revised travel reimbursement rates and the applicable effective date of any rate change. At CDPH's discretion, changes or revisions made by CDPH to this exhibit, excluding travel reimbursement policies established by DPA may be applied retroactively to any agreement to which a Travel Reimbursement Information exhibit is attached, incorporated by reference, or applied by CDPH program policy. Changes to the travel reimbursement rates stated herein may not be applied earlier than the date a rate change is approved by DPA. 3. For transportation expenses the contractor must retain receipts for parking; taxi, airline, bus, or rail tickets; car rental; or any other travel receipts pertaining to each trip for attachment to an invoice as substantiation for reimbursement. Reimbursement may be requested for commercial carrier fares; private car mileage; parking fees; bridge tolls; taxi, bus, or streetcar fares; and auto rental fees when substantiated by a receipt. 0 4. Note on use of autos: If a contractor uses his/her or a company car for transportation, the rate of reimbursement will be 55.5 cents maximum per mile. If a contractor uses his/her or a company car"in lieu of airfare, the air coach fare will be the maximum paid by the State. The contractor must provide a cost comparison upon request by the State. Gasoline and routine automobile repair expenses are not reimbursable. d 5. The contractor is required to furnish details surrounding each period of travel. Travel expense reimbursement detail = may include, but not be limited to: purpose of travel, departure and return times, destination points, miles driven, ° mode of transportation, etc. Reimbursement for travel expenses may be withheld pending receipt of adequate Y 0 travel documentation. 3 0 6. Contractors are to consult with the program with which the contract is held to obtain specific invoicing procedures. z m Per Diem Reimbursement Guide N N_ Length of travel perio d This condition exists.... Allowable Meal(s) x U Less than 24 hours Trip begins at or before 6 a.m. and ends at or after 9 a.m. Breakfast may be claimed 0 -o �- Less than 24 hours Trip begins at or before 4 p.m.and ends at or after 7 p.m. Dinner maybe claimed p Contractor may not claim lunch or incidentals on one-day trips. When trips are less than 24 hours and there's no overnight stay,meals claimed are taxable. 24 hours Trip begins at or before 6 a.m. Breakfast may be claimed. E 24 hours Trip begins at or before 11 a.m. Lunch may be claimed. m N 24 hours Trip begins at or before 5 p.m. Dinner may be claimed. More than 24 hours Trip ends at or after 8 a.m. Breakfast may be claimed. E More than 24 hours Trip ends at or after 2 p.m. Lunch may be claimed. d More than 24 hours Trip ends at or after 7. .m. Dinner may be claimed. Contractor may not claim meals provided by the' ' ,meals inc a 'tn otel exile s or conference fees,meals included in w transportation costs such as airline tickets,or meals that are otherwise provided. Snacks and continental breakfasts such as F rolls, juice,and coffee are not considered to be meals. Q d E L CDPH CMU 01 (07/11) U Q Packet Pg.482 FOR COUNTY USE ONLY $�• ' �- X New FAS Vendor Code Dept. Contract Number u�u e��uxmry Change _- CITYOFS772 PHL Cancel ePro Vendor Number ePro Contract Number 00003036 County Department Dept. Orgn. Contractor's License No. Department of Public Health PHL PHL County Department Contract Representative Telephone Total Contract Amount County of San Bernardino Lisa Ordaz (909)388-0222 $114,750 Contract Type FAS ❑ Revenue ® Encumbered ❑ Unencumbered ❑ Other: STANDARD CONTRACT If not encumbered or revenue contract type,provide reason: ra Commodity Code Contract Start Date Contract End Date Original Amount Amendment Amount 'E 95259 02/01/13 09/30/16 $114750 Fund Dept. Organization Appr. Obj/Rev Source GRC/PROJ/JOB No. Amount AAA PHL 0675 200 2445 $114,750 t) L A ru s 0 r_ s L Project Name Estimated Payment Total by Fiscal Year 3 Network for a Healthy FY Amount I/D FY Amount I/D y California 12/13 0 _ 15/16 $38,250.00 1 Z 13/14 $28,687.50 1 16/17 $9,562.50 1 M N 14115 T,18 250 DO _ N 0 0 3 CONTRACT is entered into in the State of California by and between the County of San Bernardino, Department of Public Health, hereinafter called the County, and 0 c w Name City of San Bernardino hereinafter called Contractor Address A 201 North "E" Street to m San Bernardino , CA 92401 0 Telephone Federal ID No./Social Security No. rn 0 (909) 384-5421 _T U IT IS HEREBY AGREED AS FOLLOWS: Z WHEREAS, The County desires to improve the nutritional status and prevent obesity among the low income U population in accordance with Supplemental Nutrition Assistance Program Education (SNAP-Ed); and WHEREAS, County has been allocated federal funds(SNAP-Ed)to provide such services; and E 0 WHEREAS, County finds Contractor qualified to provide Nutrition Education services; and WHEREAS, County desires that such services be provided by Contractor and Contractor agrees to perform these a services as set forth below; NOW THEREFORE, County and Contractor mutually agree to the following terms and conditions: Auditor/Controller?reasurer Tax Collector Use On • Contract Database • FAS Input Date Keyed By PackelkPg.483. TABLE OF CONTENTS I. DEFINITIONS .................................................................................................................................................................3 II. CONTRACTOR SERVICE RESPONSIBILITIES...........................................................................................................4 III. CONTRACTOR GENERAL RESPONSIBILITIES.........................................................................................................5 IV. COUNTY RESPONSIBILITIES.....................................................................................................................................12 m V. FISCAL PROVISIONS..................................................................................................................................................12 'E 0 w VI. RIGHT TO MONITOR AND AUDIT..............................................................................................................................15 v VII. CORRECTION OF PERFORMANCE DEFICIENCIES................................................................................................16rT m Vlll. TERM............................................................................................................................................................................17 = 0 IX. EARLY TERMINATION................................................................................................................................................17 Y 0 O X. GENERAL PROVISIONS.............................................................................................................................................17 3 d z XI. CONCLUSION..............................................................................................................................................................19 .. M N N ATTACHMENTS 0 0 ATTACHMENT A—SCOPE OF WORK(Administration) ^^ ATTACHMENT At-SCOPE OF WORK(School/Afterschool Programs) c ATTACHMENT B—SPECIAL TERMS AND CONDITIONS ATTACHMENT C—PROGRAM BUDGET 0 ATTACHMENT D—CONTRACTOR'S RELEASE S ATTACHMENT E—TRAVEL REIMBURSEMENT INFORMATION `m c v m c R w 0 _T U z O U Y d E L U A R Q Pacie 2of19 Packet Pg.484 DEFINITIONS A. CalFresh — The name given to the Supplemental Nutrition Assistance Program in the State of California. B. California Department of Public Health (CDPH) — State agency with the responsibility/authority for awarding SNAP-Ed grants to local health departments to assist in implementing programs and services in accordance with their mission to optimize the health and well-being of the people in California, primarily through population-based programs, strategies, and initiatives that seek to prevent illness in, and promote the health of, the public. R C. Champion— In the context of this grant opportunity, Champion refers to a parent, community member, community leader, or business committed to helping low-income individuals and families eat more .° fruits and vegetables and be more physically active. A Champion uses his/her power to make healthy changes in neighborhoods. s D. Department of Public Health (DPH) — The County department created in 1931 to prevent epidemics v and the spread of disease, protect against environmental hazards, prevent injuries, promote and s encourage healthy behaviors, respond to disasters and assist communities in recovery, and assure the quality and accessibility of health services throughout the County of San Bernardino. o E. Direct Nutrition Education — Interventions where a participant is actively engaged in the learning z process with an educator and/or interactive media for a minimum of 15 minutes. For an activity to qualify as direct education, information on the number of individuals, CalFresh Program participation N status, age, gender, and race/ethnicity must be collected. Direct education is required in all service objectives for the required reach number except the Community Health Leader objective. 0 a F. Geographic Information System (GIS)—The merging of cartography, statistical analysis and database c technology. There is a custom-designed GIS specific to the Network that is available online to assist agencies in identifying qualifying census tracts or to determine the income eligibility of a specific site. °c Tutorials are available on the GIS website. .9 R G. Human Services (HS) — A system of integrated services, where the programs and resources of eight E County departments come together to provide a rich, more complete array of services to the citizens of m San Bernardino County under one coordinated effort. R N w H. Low-Income Persons — People participating in or applying for the Supplemental Nutrition Assistance 0T Program (SNAP), as well as people with low financial resources defined as gross household incomes 2" < 185 percent of Federal Poverty Level. Data sources that can be used to identify low-income Z populations include National School Lunch Program data on number of children enrolled for Free and 0 Reduced Price Meals, or census data identifying areas where low-income persons reside. c d I. Means -Tested Low-Income Assistance Program — Agencies that automatically qualify for t Supplemental Nutrition Assistance Program-Education (SNAP-Ed) activities based on similar income Y requirements for these programs or services. Such programs can include CalFresh, shelters/temporary housing, soup-kitchens,food banks/pantries, public housing, HeadStart, Temporary Assistance for Needy Families (TANF) Job Readiness program, or Women Infants and Children Supplemental Nutrition Program (WIC). J. Network for a Healthy California (Network) — The Network represents a statewide movement of local, state and national partners collectively working toward improving the health status of low-income Californians. Multiple venues are used to facilitate behavior change in the homes, schools, worksites, and communities of low-income Californians to create environments that support fruit and vegetable consumption and physical activity. Key educational messages are: chronic disease prevention; fruit and vegetable promotion; promoting healthy weight; food assistance program promotion, dietary Page 3 of 19 Packet Pg.485 8X.h guidelines for Americans/healthy eating plan, MyPyramid, physical activity promotion integrated with nutrition education; limit added sugars. K. Nutrition Education and Obesity Prevention (NEOP) — The NEOP was created through the Healthy, Hunger Free Kids Act of 2010. It is a capped grant which replaced the former match program available as an administrative option for SNAP-Ed. L. Rethink Your Drink — An initiative that encourages healthy beverage consumption versus sugar sweetened beverages. Lessons teach children and parents how to read nutrition labels to determine the sugar content of foods and popular beverages and promote water consumption instead of sugary drinks. 5 c M. Scope of Work(SOW)—A contract document that outlines contractual activities, and consists of goals, 2 objectives, activities, and evaluation measures. T N. Supplemental Nutrition Assistance Program-Education (SNAP-Ed) — Refers to Supplemental Nutrition w Assistance Program-Education for eligible low-income Americans in reference to nutrition education and obesity prevention grant programs. As of October 1, 2008, Supplemental Nutrition Assistance `o Program (SNAP)became the new name for the Federal Food Stamp Program to reflect changes to the w program including a focus on nutrition. While SNAP is the Federal name, CalFresh is the name Y`o chosen for the State of California. 3 d z O. Unduplicated Reach — The number of different individuals who received any SNAP-Ed direct rn education. Each individual counts as one participant, regardless of the number of times he/she N participates in direct education activities. For example, if a client attends a 5-session nutrition education class series, he would be counted as one unduplicated count. All service objectives in this o contract require unduplicated reach count. a R P. U.S. Department of Agriculture (USDA) — Federal agency with the responsibility/authority for awarding the SNAP-Ed grant to the California Department of Public Health. o Sv L II. CONTRACTOR SERVICE RESPONSIBILITIES m Contractor shall: c U) U) A. Fulfill all activities, deliverables, and timeframes as stipulated in the Scope of Work (Attachment A)for c each program objective. U B. Attend and actively participate in all Network and DPH required trainings, webinars, and meetings as z outlined in the SOW by service objective. Y C C. Attend and actively participate in the San Bernardino County Public Health Department scheduled meetings for the County Nutrition Action Plan (CNAP) held four times annually. m D. Adhere to the USDA allowable/unallowable guidelines. c E. Collect client-level data and/or administer survey instruments to members of the target population as directed. F. Meet reporting requirements. Report monthly and submit monthly invoices with required backup documentation such as(but not limited to) receipts and State required staff time logs. G. Assure that staff is linguistically and culturally competent to successfully impact the target audience. Page 4 of 19 cke#Pg.466 Pa CONTRACTOR GENERAL RESPONSIBILITIES A. Contractor agrees to all State-required terms and conditions as stated in Special Terms and Conditions (Attachment B). B. In the performance of this Contract, Contractor, its agents and employees, shall act in an independent capacity and not as officers, employees, or agents of the County of San Bernardino. Contractor certifies that neither it nor its principals is presently disbarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency as required by Executive Order 12549 and implemented as 45 Code of Federal Regulations part 76. R E C. Without the prior written consent of the Assistant Executive Officer for Human Services, this Contract is w not assignable by Contractor either in whole or in part. 0 U T D. Contractor agrees to provide or has already provided information on former County of San Bernardino administrative officials (as defined below) who are employed by or represent Contractor. The information provided includes a list of former County administrative officials who terminated County employment within the last five years and who are now officers, principals, partners, associates or w members of the business. The information also includes the employment with or representation of c Contractor. For purposes of this provision, "County administrative official" is defined as a member of 3 the Board of Supervisors or such officer's staff, Chief Executive Officer of the County or member of z such officer's staff, County department or group head, assistant department or group head, or any employee in the Exempt Group, Management Unit or Safety Management Unit. N N E. If during the course of the administration of this Contract, the County determines that the Contractor c has made a material misstatement or misrepresentation or that materially inaccurate information has been provided to the County, this Contract may be immediately terminated. If this Contract is c terminated according to this provision, the County is entitled to pursue any available legal remedies. 0 F. Contractor agrees not to enter into any subcontracts for work contemplated under this Contract without v first obtaining written approval from the Assistant Executive Officer for Human Services. Any subcontractor shall be subject to the same provisions as Contractor. Contractor shall be fully E responsible for the performance of any subcontractor. m c m G. Contractor shall maintain all records and books pertaining to the delivery of services under this N Contract and demonstrate accountability for contract performance. Said records shall be kept and T maintained within the County of San Bernardino. County shall have the right upon reasonable notice i� and at reasonable hours of business to examine and inspect such records and books. z U Records, should include, but are not limited to, monthly summary sheets, sign-in sheets, and other primary source documents. Fiscal records shall be kept in accordance with Generally Accepted d Accounting Principles and must account for all funds, tangible assets, revenue and expenditures. E Fiscal records must also comply with the appropriate Office of Management and Budget (OMB) A Circulars that state the administrative requirements, cost principles and other standards for a accountancy. All records shall be complete and current and comply with all Contract requirements. Failure to maintain acceptable records per the preceding requirements shall be considered grounds for withholding of payments for billings submitted and for termination of the Contract. H. Contractor shall notify County in writing of any change in mailing address and/or physical location within ten (10)days of the change, and shall immediately notify County of changes in telephone or fax numbers. Pacie 5of19 Packet Pg.487 I. Contractor shall notify County of any continuing vacancies and any positions that become vacant during the term of this Contract that will result in reduction of services to be provided under this Contract. Upon notice of vacancies, the Contractor shall apprise County of the steps being taken to provide the services and to fill the position as expeditiously as possible. Vacancies and associated problems shall be reported to County on each periodically required report for the duration of said vacancies and/or problems. J. Contractor shall designate an individual to serve as the primary point of contact for the Contract. Contractor shall notify the County when the primary contact will be unavailable/out of the office for one (1) or more workdays. Contractor or designee must respond to County inquiries within two (2) County business days. K. Contractor shall provide a system, approved by the County, through which recipients of service shall have the opportunity to express and have considered their views and complaints regarding the delivery of services. The procedure must be in writing and posted in clear view of all recipients. r Y L. Contractor shall protect from unauthorized use or disclosure names and other identifying information d concerning persons receiving services pursuant to this Contract, except for statistical information not c identifying any participant. The Contractor shall not use or disclose any identifying information for any w other purpose other than carrying out the Contractor's obligations under this Contract, except as may c be otherwise required by law. This provision will remain in force even after the termination of the 3 d Contract. z rn M. Contractor shall ensure that all known or suspected instances of child abuse or neglect are reported to N the appropriate law enforcement agency or to the appropriate Child Protective Services agency. This responsibility shall include: o 1. Assurance that all employees, agents, consultants or volunteers who perform services under this Contract and are mandated by Penal Code Sections 11164 et seq. to report child w abuse or neglect, sign a statement, upon the commencement of their employment, °c acknowledging their reporting requirements and their compliance with them. R 2. Development and implementation of procedures for employees, agents, consultants, or ac`, volunteers who are not subject to the mandatory reporting laws for child abuse to report any CO observed or suspected incidents of child abuse to a mandated reporting party, within the in program, who will ensure that the incident is reported to the appropriate agency. c T 3. Provision for or arrangement of training in child abuse reporting laws (Penal Code section 11164 et seq.) for all employees, agents, consultants, and volunteers, or verification that z such persons have received training in the law within thirty (30) days of o employment/volunteer activity. c d N. Contractor shall obtain from the Department of Justice (DOJ) records of all convictions involving any r sex crimes, drug crimes, or crimes of violence of a person who is offered employment or volunteers for all positions in which he or she would have contact with a minor, the aged, the blind, the disabled or a a domestic violence client, as provided for in Penal Code section 11105.3 prior to providing any services. This includes licensed personnel who are not able to provide documentation of prior DOJ clearance. A copy of a license from the State of California, which requires a DOJ clearance, is sufficient proof. The County must be immediately notified of any records showing a conviction. The County may instruct Contractor to take action to deny/terminate employment or terminate internship and/or volunteer services where the records show the person is unsuitable for employment, internship, or volunteer services. Page 6 of 19 Packet Pg.488 O. Contractor shall notify the County of any staff member, paid intern or volunteer who is knowingly or negligently employed who has been convicted of any crime of violence or of any sexual crime. Contractor shall investigate all incidents where an applicant, employee, intern or volunteer has been arrested and/or convicted for any crime listed in Penal Code Section 11105.3 and shall notify the County. In the County's discretion, the County may instruct Contractor to take action to either deny/terminate employment or terminate internship and/or volunteer services where the investigation shows that the underlying conduct renders the person unsuitable for employment, internship, or volunteer services. Contractor shall immediately notify the County concerning the arrest and/or conviction, for other than minor traffic offenses, of any paid employee, agent, consultant, intern, or volunteer staff, when such information becomes known to Contractor. c w P. Contractor shall make every reasonable effort to prevent employees, consultants or members of its governing bodies from using their positions for purposes that are or give the appearance of being s motivated by a desire for private gain for themselves or others, such as those with whom they have family, business, or other ties. In the event County determines a conflict of interest exists, any increase in costs associated with the conflict of interest may be disallowed by County and such conflict may `o constitute grounds for termination of the Contract. This provision shall not be construed to prohibit Y employment of persons with whom Contractor's officers, agents, or employees have family, business c or other ties so long as the employment of such persons does not result in increased costs over those : associated with the employment of any other equally qualified applicants and such persons have z successfully competed for employment with other applicants on a merit basis. M N Q. Contractor agrees to and shall comply with the following indemnification and insurance requirements: C. Q 0 1. Indemnification — The Contractor agrees to indemnify, defend (with counsel reasonably q approved by County) and hold harmless the County and its authorized officers, employees, c agents and volunteers from any and all claims, actions, losses, damages, and/or liability arising out of this contract from any cause whatsoever, including the acts, errors or °c omissions of any person and for any costs or expenses incurred by the County on account a of any claim except where such indemnification is prohibited by law. This indemnification provision shall apply regardless of the existence or degree of fault of indemnitees. The `m Contractor's indemnification obligation applies to the County's "active" as well as "passive' m negligence but does not apply to the County's "sole negligence" or"willful misconduct" within m the meaning of Civil Code Section 2782. o 2. Additional Insured — All policies, except for the Workers' Compensation, Errors and G Omissions and Professional Liability policies, shall contain endorsements naming the o County and its officers, employees, agents and volunteers as additional insureds with U respect to liabilities arising out of the performance of services hereunder. The additional c insured endorsements shall not limit the scope of coverage for the County to vicarious E liability but shall allow coverage for the County to the full extent provided by the policy. Such additional insured coverage shall be at least as broad as Additional Insured (Form B) R endorsement form ISO, CG 2010.11 85. 3. Waiver of Subrogation Rights — The Contractor shall require the carriers of required coverages to waive all rights of subrogation against the County, its officers, employees, agents, volunteers, contractors and subcontractors. All general or auto liability insurance coverage provided shall not prohibit the Contractor and Contractor's employees or agents from waiving the right of subrogation prior to a loss or claim. The Contractor hereby waives all rights of subrogation against the County. Page 7 of 19 Packet'Pg.489 4. Policies Primary and Non-Contributory — All policies required herein are to be primary and non-contributory with any insurance or self-insurance programs carried or administered by the County. 5. Severability of Interests — The Contractor agrees to ensure that coverage provided to meet these requirements is applicable separately to each insured and there will be no cross liability exclusions that preclude coverage for suits between the Contractor and the County or between the County and any other insured or additional insured under the policy. 6. Proof of Coverage — The Contractor shall furnish Certificates of Insurance to the County Department administering the contract evidencing the insurance coverage, including endorsements, as required, prior to the commencement of performance of services hereunder, which certificates shall provide that such insurance shall not be terminated or expire without thirty (30) days written notice to the Department, and Contractor shall U maintain such insurance from the time Contractor commences performance of services s hereunder until the completion of such services. Within fifteen (15) days of the commencement of this contract, the Contractor shall furnish a copy of the Declaration page for all applicable policies and will provide complete certified copies of the policies and o endorsements immediately upon request. Y 0 7. Acceptability of Insurance Carrier — Unless otherwise approved by Risk Management, 3 insurance shall be written by insurers authorized to do business in the State of California i and with a minimum `Best' Insurance Guide rating of"A-VIP'. M N 8. Deductibles and Self-Insured Retention - Any and all deductibles or self-insured retentions in excess of$10,000 shall be declared to and approved by Risk Management. c ,q 9. Failure to Procure Coverage — In the event that any policy of insurance required under this c contract does not comply with the requirements, is not procured, or is canceled and not replaced, the County has the right but not the obligation or duty to cancel the contract or C obtain insurance if it deems necessary and any premiums paid by the County will be a promptly reimbursed by the Contractor or County payments to the Contractor will be c reduced to pay for County purchased insurance. m 10. Insurance Review — Insurance requirements are subject to periodic review by the County. m The Director of Risk Management or designee is authorized, but not required, to reduce, c waive or suspend any insurance requirements whenever Risk Management determines that ,, any of the required insurance is not available, is unreasonably priced, or is not needed to protect the interests of the County. In addition, if the Department of Risk Management o determines that heretofore unreasonably priced or unavailable types of insurance coverage c) or coverage limits become reasonably priced or available, the Director of Risk Management or designee is authorized, but not required, to change the above insurance requirements to E require additional types of insurance coverage or higher coverage limits, provided that any such change is reasonable in light of past claims against the County, inflation, or any other OM item reasonably related to the County's risk. a Any change requiring additional types of insurance coverage or higher coverage limits must be made by amendment to this contract. Contractor agrees to execute any such amendment within thirty (30)days of receipt. Any failure, actual or alleged, on the part of the County to monitor or enforce compliance with any of the insurance and indemnification requirements will not be deemed as a waiver of any rights on the part of the County. Page 8 of 19 Packet Pg.490 11. The Contractor agrees to provide insurance set forth in accordance with the requirements herein. If the Contractor uses existing coverage to comply with these requirements and that coverage does not meet the specified requirements, the Contractor agrees to amend, supplement or endorse the existing coverage to do so. The type(s) of insurance required is determined by the scope of the contract services. Without in anyway affecting the indemnity herein provided and in addition thereto, the Contractor shall secure and maintain throughout the contract term the following types of insurance with limits as shown: a. Workers' Compensation/Employers Liability — A program of Workers' Compensation insurance or a state-approved, self-insurance program in an amount and form to meet all applicable requirements of the Labor Code of the State of California, including Employer's Liability with $250,000 limits covering all persons including U volunteers providing services on behalf of the Contractor and all risks to such c persons under this contract. m If Contractor has no employees, it may certify or warrant to the County that it does c not currently have any employees or individuals who are defined as "employees' x under the Labor Code and the requirement for Workers' Compensation coverage will `o be waived by the County's Director of Risk Management. Z With respect to Contractors that are non-profit corporations organized under California or Federal law, volunteers for such entities are required to be covered by N Workers' Compensation insurance. G 0 b. Commercial/General Liability Insurance—The Contractor shall carry General Liability ? Insurance covering all operations performed by or on behalf of the Contractor providing coverage for bodily injury and property damage with a combined single limit of not less than one million dollars ($1,000,000), per occurrence. The policy o coverage shall include: 1) Premises operations and mobile equipment. m m 2) Products and completed operations. N w 3) Broad form property damage (including completed operations). ° _T U 4) Explosion, collapse and underground hazards. z 0 U 5) Personal injury c d 6) Contractual liability. E u M 7) $2,000,000 general aggregate limit. a C. Automobile Liability Insurance — Primary insurance coverage shall be written on ISO Business Auto coverage form for all owned, hired and non-owned automobiles or symbol 1 (any auto). The policy shall have a combined single limit of not less than one million dollars ($1,000,000) for bodily injury and property damage, per occurrence. If the Contractor is transporting one or more non-employee passengers in performance of contract services, the automobile liability policy shall have a Pa e9of19 Packet PI 491 combined single limit of two million dollars ($2,000,000) for bodily injury and property damage per occurrence. If the Contractor owns no autos, a non-owned auto endorsement to the General Liability policy described above is acceptable. d. Umbrella Liability Insurance — An umbrella (over primary) or excess policy may be used to comply with limits or other primary coverage requirements. When used, the umbrella policy shall apply to bodily injury/property damage, personal injury/advertising injury and shall include a "dropdown" provision providing primary coverage for any liability not covered by the primary policy. The coverage shall also apply to automobile liability. e. Professional Liability— Professional Liability Insurance with limits of not less than one million ($1,000,000) per claim or occurrence and two million ($2,000,000) aggregate >, r limits m d or x 0 w Errors and Omissions Liability Insurance with limits of not less than one million 0 ($1,000,000)and two million ($2,000,000)aggregate limits 3 d Z or rn M N Directors and Officers Insurance coverage with limits of not less than one million `: ($1,000,000) shall be required for Contracts with charter labor committees or other o not-for-profit organizations advising or acting on behalf of the County. q m If insurance coverage is provided on a "claims made" policy, the "retroactive date" shall be shown and must be before the date of the start of the contract work. The C claims made insurance shall be maintained or "tail" coverage provided for a a minimum of five (5) years after contract completion. c R. Contractor shall comply with all applicable laws, statutes, ordinances, administrative orders, rules or m regulations relating to its duties, obligations and performance under the terms of the Contract and shall procure all licenses and pay all fees and other charges required thereby. Contractor shall maintain all w required licenses during the term of this Contract. Failure to comply with the provisions of this section c) may result in immediate termination of this Contract. G Z S. Contractor shall comply with all applicable local health and safety clearances, including fire clearances, 00 for each site where services are provided under the terms of this Contract. c d T. Contractor agrees to and shall comply with the County's Equal Employment Opportunity Program and r Civil Rights Compliance requirements: Y 1. Equal Employment Opportunity Program: The Contractor agrees to comply with the a provisions of the Equal Employment Opportunity Program of the County of San Bernardino and all rules and regulations adopted pursuant thereto: Executive Orders 11246, as amended by Executive Order 11375, 11625, 12138, 12432, 12250; Title VII of the Civil Rights Act of 1964; Division 21 of the California Department of Social Services Manual of Policies and Procedures; California Welfare and Institutions Code section 10000), the California Fair Employment and Housing Act; and other applicable federal, state, and county laws, regulations and policies relating to equal employment or social services to welfare recipients, including laws and regulations hereafter enacted. Page 10 of 19 PacketPg:492 The Contractor shall not unlawfully discriminate against any employee, applicant for employment, or service recipient on the basis of race, color, national origin or ancestry, religion, gender, marital status, sexual orientation, age, political affiliation or disability. Information on the above rules and regulations may be obtained from the County Human Services Contracts Unit. 2. Civil Rights Compliance: The Contractor shall develop and maintain internal policies and procedures to assure compliance with each factor outlined by state regulation. These policies must be developed into a Civil Rights Plan, which is to be on file with the County Human Services Contracts Unit within 30 days of awarding of the Contract. The Plan must address prohibition of discriminatory practices, accessibility, language services, staff development and training, dissemination of information, complaints of discrimination, compliance review, and duties of the Civil Rights Liaison. Upon request, the County shall supply a sample of the Plan format. The Contractor shall be monitored by the County for 'L compliance with provisions of its Civil Rights Plan. r U. Contractor agrees to comply with all applicable provisions of the Americans with Disabilities Act(ADA). x V. Contractor shall observe the mandatory standards and policies relating to energy efficiency in the State Energy Conservation Plan (California Code of Regulations title 20, section 1401 et seq.). Y 0 W. If the amount available to Contractor under this Contract, as specified in Section V, Paragraph A, d exceeds $100,000, Contractor agrees to comply with the Clean Air Act (42 U.S.C. Section 7606), z section 508 of the Clean Water Act (33 U.S.C. section 1368), Executive Order 11738 and M Environmental Protection Agency regulations(40 C.F.R. section 1.1 et seq.). CN v X. Contractor shall use recycled and recyclable products, whenever practicable, in fulfilling the terms of v0 this Contract. Recycled printed products shall include a symbol identifying the recycled material. m C Y. Contractor understands and agrees that any and all legal fees or costs associated with lawsuits concerning this Contract against the County shall be the Contractor's sole expense and shall not be 0 charged as a cost under this Contract. In the event of any Contract dispute hereunder, each Party to this Contract shall bear its own attorney's fees and costs regardless of who prevails in the outcome of c the dispute. m C Z. Contractor agrees that any news releases, advertisements, public announcements or photographs in arising out of the Agreement or Vendor's relationship with County shall not be made or used without o prior written approval of the Director of Public Health or their designee. U AA. IRAN CONTRACTING ACT OF 2010, Public Contract Code sections 2200 et seq. (Applicable for all p Contracts of one million dollars ($1,000,000) or more). In accordance with Public Contract Code section 2204(a), the Contractor certifies that at the time the Contract is signed, the Contractor signing w the Contract is not identified on a list created pursuant to subdivision (b) of Public Contract Code E section 2203 as a person (as defined in Public Contract Code section 2202(e)) engaging in investment activities in Iran described in subdivision (a) of Public Contract Code section 2202.5, or as a person described in subdivision (b)of Public Contract Code section 2202.5, as applicable. a Contractors are cautioned that making a false certification may subject the Contractor to civil penalties, termination of existing contract, and ineligibility to bid on a contract for a period of three (3)years in accordance with Public Contract Code section 2205. BB. Contract Transaction Charge(CTC) Contractor agrees to remit a Contract Transaction Charge (CTC) in the amount of one percent (1%) of all sales (products and/or services) occurring under this contract, not including taxes, capped at Page 11 of 19 PacketPg.493 $K.h 1% of $100,000 or $1,000 per contract. Contractor agrees not to assess the transaction charge in the form of a line item in their invoices, rather it will include the CTC in its unit prices for all products and/or services available under the contract. The CTC shall be remitted to the County Purchasing Department at 777 E. Rialto Avenue, San Bernardino, CA 92415, no later than thirty (30) calendar days following the end of the calendar quarter in which sales (products and/or services) under the contract were paid. At the end of each calendar quarter or on the termination date of the contract, Contractor will calculate the CTC owed to County by multiplying the dollar amount of sales (products and/or services) paid by County in that calendar quarter by 1%. In no event shall contractor remit to County more than $1,000 in total CTC payments due under the contract. Calendar quarters shall include the months of January through March, April through June, July through September, and October through December. Contractor's obligation to remit the CTC survives termination of the contract. Upon termination of the contract, Contractor shall remit any E outstanding CTC payments due to County within thirty (30) calendar days following the latter of: 1) termination of contract or, 2) final payment by County (if applicable). Contractor's failure to remit the CTC in a timely manner may result in the County exercising any recourse available under the r contract or as provided for by law. m s IV. COUNTY RESPONSIBILITIES L 0 w Y County shall: 0 A. Provide the Contractor with a Program Manager as a single point of contact to provide consultation z and technical assistance in implementing the terms of the Contract. ;; M N B. Provide a limited quantity of nutrition materials to the Contractor based on the allocation that the `= County receives from the Network. County will not provide Harvest of the Month materials. c C. Make available certain items that can be loaned to the Contractor on a short-term basis. Items include fruit and vegetable costumes, and physical activity demonstration equipment. 0 D. Compensate the Contractor in accordance with the provisions of Section V of the Contract. L A C L d V. FISCAL PROVISIONS m c A. The maximum amount Payment under this Contract shall not exceed $114,750, of which $114,750 rn may be federally funded, and shall be subject to availability of funds to the County. The consideration o to be paid to Contractor, as provided herein, shall be in full payment for all Contractor's services and expenses incurred in the performance hereof, including travel and per diem. G z O Program Year Dollar Amount c) c February 1, 2013 through September 30, 2013 $0 E r v October 1, 2013 through September 30, 2014 $38,250 =° October 1, 2014 through September 30, 2015 $38,250 October 1, 2015 through September 30, 2016 $38,250 Total $114,750 Page 12 of 19 Packet Pg.494 B. For services satisfactorily rendered, and upon receipt and approval of the invoice(s), the County agrees to compensate the Contractor for actual expenditures in accordance with the Program Budget (Attachment C). Mileage will be reimbursed at the most current federal rate based on the maximum mileage stated. C. Invoices shall: 1. Be prepared on the invoice form provided by the County and signed by an authorized official employee or agent certifying that the expenditures claimed represent actual expenses for the services performed under this contract; 2. Contain the Contractor's name as shown in the Contract; 0 w 3. Reflect a unique ePro Contract number and County Board of Supervisors Contract Number; 1i T 4. Show an invoice date reflecting when the invoice was prepared; m d 5. Show the Contractor's remittance address; _ 0 w 6. Identify the billing and/or service period covered by the invoice; c 3 7. Itemize costs for the billing period in the same or greater level of detail as indicated in this Z Contract rn M 8. Include approved mileage form, records of Contractor's staff hours, biweekly time logs, N corresponding activity logs, receipts, and any additional documentation requested by DPH. c •0 D. Invoices are to be submitted monthly, within thirty (30) calendar days following the month of service, in m which work was performed and costs incurred in the performance of the Contract. Invoices are to be submitted in a format acceptable to the County and submitted to: o E County of San Bernardino Department of Public Health F Attn: Nutrition Services m 351 North Mt. View Avenue m San Bernardino, CA 92415-0010 y 0 0 The County, at its discretion, may designate an alternate invoice submission address. A change in the invoice address shall be accomplished via a written notice to the Contractor by the County and shall Z not require an amendment. O U E. Contractor shall accept all payments from County via electronic funds transfer(EFT) directly deposited d into the Contractor's designated checking or other bank account. Contractor shall promptly comply Ec with directions and accurately complete forms provided by County required to process EFT payments. Y Q F. Costs for services under the terms of this Contract shall be incurred during the contract period except as approved by County. Contractor shall not use current year funds to pay prior or future year obligations. G. Funds made available under this Contract shall not supplant any federal, state or any governmental funds intended for services of the same nature as this Contract. Contractor shall not claim reimbursement or payment from County for, or apply sums received from County with respect to that portion of its obligations that have been paid by another source of revenue. Contractor agrees that it will not use funds received pursuant to this Contract, either directly or indirectly, as a contribution or Page 13 of 19 Packet Pg.495•" compensation for purposes of obtaining funds from another revenue source without prior written approval of the County. H. County is not liable for the payment of any taxes, other than applicable sales or use tax, resulting from this Contract however designated, levied or imposed, unless County would otherwise be liable for the payment of such taxes in the course of its normal business operations. I. Contractor shall request a budget amendment, in writing, in advance of expenditures: 1) when aggregate expenditures are expected to exceed an approved budgeted line item by more than fifteen (15%) percent; or 2)to add a new budget line item. No budget revision may result in an increase of the maximum dollar amount stated in Paragraph A, of this Section. The written request must specify the changes requested, by line item and amount, and must include justification. Prior to implementation of .` a budget revision, the County shall approve (or deny)the budget revision request. The County has the ° authority to approve line item budget changes to the budget herein, as long as these changes do not ci exceed the total contract amount. County shall notify the Contractor in writing of the status of the r budget revision request within fourteen (14) calendar days of receipt of the Contractor's written request. The County reserves the right to deny the Contractor's invoice for expenditures in excess of mo the approved budgeted line item amount. Budget amendments will be considered on a case by case o basis. Y L O J. It is mutually agreed that if the Budget Act of the current year and/or any subsequent years covered under this Contract does not appropriate sufficient funds for the program, this Contract shall be of no z further force and effect. In this event, the County shall have no liability to pay any funds whatsoever to the Contractor or to furnish any other considerations under this Contract and Contractor shall not be N obligated to perform any provisions of this Contract. 0 O If funding for any fiscal year is reduced or deleted by the Budget Act for purposes of this program, the 'O. County shall have the option to either cancel this Contract with no liability occurring to the County, or offer an agreement amendment to Contractor to reflect the reduced amount. 0 The Contractor will expend funds in an efficient and consistent manner throughout the contract year to a ensure full and even expenditure of funds for the contract period. The County reserves the authority to reduce or increase Contract amounts in the event the Contractor is under-expending and this under- `w expenditure results in deficiency of services rendered and/or the Contractor is unable to meet its m contracted targets and measures. in K. A final undisputed invoice shall be submitted for payment no more than thirty (30) calendar days T following the expiration or termination date of this agreement, unless a later or alternate deadline is agreed to in writing by the County. Said invoice should be clearly marked "Final Invoice" indicating that zz all payment obligations of the County under this agreement have ceased and that no further payments U are due or outstanding. m The County may, at this discretion, choose not to honor any delinquent final invoice if the Contractor r fails to obtain prior written County approval of an alternate final invoice submission deadline. e The Contractor is hereby advised of its obligation to submit to the County, with the final invoice, a completed copy of the"Contractor's Release (Attachment D)." L. Invoices, received from the Contractor and accepted for payment by the County, shall not be deemed evidence of allowable agreement costs. Grantee shall maintain for review and audit and supply to the County upon request, adequate documentation of all expenses claimed pursuant to this Contract to permit a determination of expense allowability. Page 14 of 19 Packet Pg.496 If the allowability of an expense cannot be determined by the County because invoice detail, fiscal records, or backup documentation is nonexistent or inadequate according to generally accepted accounting principles or practices, all questionable costs may be disallowed and payment may be withheld by the County. Upon receipt of adequate documentation supporting a disallowed or questionable expense, reimbursement may resume for the amount substantiated and deemed allowable. Travel is a reimbursable expense, receipts must be maintained to support the claimed expenditures. For more information on allowable travel and per diem expenses and required documentation see "Travel Reimbursement Information (Attachment E)". m M. Contractor agrees that claims based upon the terms of this Contract or an audit finding and/or an rC auditing finding that is appealed and upheld, will be recovered by the County by one of the following ° options: ) U T 1. Contractor's remittance to the County of the full amount of the audit exception within 30 days following the County's request for repayment; 2. A repayment schedule which is agreeable to both the County and the Contractor. Y 0 The County reserves the right to select which option as indicated above will be employed and the 3 Contractor will be notified by the County in writing of the claim procedure to be utilized. z If the Contractor has filed a valid appeal regarding the report of audit finding, recovery of the N overpayments will be deferred until a final administrative decision on the appeal has been reached. If the Contractor loses the final administrative appeal, Contractor shall repay, to the County, the over- c claimed or disallowed expenses, plus accrued interest. Interest accrues from the Contractor's first receipt of the County's notice requesting reimbursement of questioned audit costs or disallowed A c expenses. v O c VI. RIGHT TO MONITOR AND AUDIT c A. County shall have the absolute right to monitor the performance of Contractor in the delivery of m services provided under this Contract. a M w B. County or any subdivision or appointee thereof, and the State of California or any subdivision or ° appointee thereof, including the Auditor General, shall have absolute right to review and audit all w records, books, papers, documents, corporate minutes, and other pertinent items as requested, and Z shall have absolute right to monitor the performance of Contractor in the delivery of services provided 00 under this Contract. Full cooperation shall be given by Contractor in any auditing or monitoring conducted. c v E r C. Contractor shall cooperate with County in the implementation, monitoring and evaluation of this R Contract and comply with any and all reporting requirements established by this Contract. c D. All records pertaining to service delivery and all fiscal, statistical and management books and records shall be available for examination and audit by county, federal and state representatives for a period of three years after final payment under the Contract or until all pending county, state, and federal audits are completed, whichever is later. Records of the Contractor which do not pertain to the services under this Contract may be subject to review or audit unless provided in this or another Contract. Technical program data shall be retained locally and made available upon the County's reasonable advance written notice or turned over to County. If said records are not made available at the scheduled monitoring visit, Contractor may, at County's option, be required to reimburse County for expenses incurred due to required rescheduling of monitoring visit(s). Such reimbursement will not Page 15 of 19 Packet Pg.497 8.K.h exceed $50 per hour(including travel time) and may be deducted from the following month's claim for reimbursement. E. Contractor shall provide all reasonable facilities and assistance for the safety and convenience of County's representatives in the performance of their duties. All inspections and evaluations shall be performed in such a manner as will not unduly delay the work of the Contractor. F. Upon County request, Contractor shall hire a licensed Certified Public Accountant, approved by the County, who shall prepare and file with County, within 60 days after the termination of the Contract, a certified fiscal audit of related expenditures during the term of the Contract and a program compliance audit. m .E G. Pursuant to OMB Circular A-133, Contractors expending $500,000 or more in federal funds within the 2 Contractor's fiscal year must have a single audit or program-specific audit performed. A copy of the audit performed in accordance with OMB Circular A-133 shall be submitted to the County within thirty (30)days of completion, but no later than nine months following the end of the Contractor's fiscal year. y m v H. The following closely related programs identified by the Catalog of Federal Domestic Assistance = (CFDA) number are to be considered as an "Other cluster" for purposes of determining major programs or whether a program specific audit may be elected. The contractor shall communicate this 0 information to the independent auditor conducting the organization's single audit. m Z US Department of Health and Human Services: N 10.561 State Administrative Matching Grants for the N Cq Supplemental Nutrition Assistance Program o s . �. CORRECTION OF PERFORMANCE DEFICIENCIES m c w A. Failure by Contractor to comply with any of the provisions, covenants, requirements or conditions of c this Contract shall be a material breach of this Contract. 5 a M B. In the event of a non-cured breach, County may, at its sole discretion and in addition to any other E remedies available at law, in equity, or otherwise specified in this Contract: m c m 1. Afford Contractor thereafter a time period within which to cure the breach, which period shall w be established at sole discretion of County; and/or o 2. Discontinue reimbursement to Contractor for and during the period in which Contractor is in Z breach, which reimbursement shall not be entitled to later recovery; and/or c0i 3. Withhold funds pending duration of the breach; and/or v E 4. Offset against any monies billed by Contractor but yet unpaid by County those monies disallowed pursuant to Item "2" of this paragraph; and/or a 5. Terminate this Contract immediately and be relieved of the payment of any consideration to Contractor. In event of such termination, the County may proceed with the work in any manner deemed proper by the County. The cost to the County shall be deducted from any sum due to the Contractor under this Contract and the balance, if any, shall be paid by the Contractor upon demand. Pa e16of19 Packet Pg.498 'i3.K.h zs'r' TERM This Contract is effective as of February 1, 2013 and expires September 30, 2016, but may be terminated earlier in accordance with provisions of Section IX of the Contract. IX. EARLY TERMINATION A. The County may terminate the Contract immediately under the provisions of Section VII, Paragraph B, Item 5 of the Contract. In addition, the Contract may be terminated without cause by the County by serving a written notice to the Contractor thirty (30) days in advance of termination. The Assistant Executive Officer for Human Services is authorized to exercise the County's rights with respect to any termination of this Contract. c 0 w B. Contractor shall only be reimbursed for costs and uncancelable obligations incurred prior to the date of m termination. Contractor shall not be reimbursed for costs incurred after the date of termination. T L w X. GENERAL PROVISIONS d x A. When notices are required to be given pursuant to this Contract, the notices shall be in writing and w mailed to the following respective addresses listed below. Y 0 Contractor: City of San Bernardino Z 201 N. "E" Street, Suite 301 San Bernardino, CA 92401 M N County: County of San Bernardino N Human Services o Attn: Contracts Unit 150 S. Lena Road San Bernardino, CA 92415-0515 0 Program: Department of Public Health 'aa Nutrition Services c 351 North Mt. View Avenue d San Bernardino, CA 92415-0010 c m y B. Nothing contained in this Contract shall be construed as creating a joint venture, partnership or `o employment arrangement between the Parties hereto, nor shall either Party have the right, power or T authority to create an obligation or duty, expressed or implied, on behalf of the other Party hereto. G Z C. Contractor shall not offer (either directly or through an intermediary) any improper consideration such L) as, but not limited to, cash, discounts, service, the provision of travel or entertainment, or any items of value to any officer, employee or agent of the County in an attempt to secure favorable treatment regarding this Contract. m The County, by written notice, may immediately terminate any Contract if it determines that any a improper consideration as described in the preceding paragraph was offered to any officer, employee or agent of the County with respect to the proposal and award process. This prohibition shall apply to any amendment, extension or evaluation process once a Contract has been awarded. Contractor shall immediately report any attempt by a County officer, employee or agent to solicit (either directly or through an intermediary) improper consideration from Contractor. The report shall be made to the supervisor or manager charged with supervision of the employee or to the County Administrative Office. In the event of a termination under this provision, the County is entitled to pursue any available legal remedies. Pacie 17of19 Packet Pg.499 8.K.h D. County discourages the purchase of equipment with funds received under this Contract. Permission to purchase equipment must be approved by the County prior to purchase. All equipment, materials, supplies or property of any kind (including publications and copyrights, etc.) which have a single unit cost of five hundred dollars ($500) or more, including tax, purchased with funds received under the terms of this contract and not fully consumed in one (1) year shall be the property of County and shall be subject to the provisions of this paragraph. The disposition of equipment or property of any kind shall be determined by County upon Contract termination. E. The State and County shall have all ownership rights in software or modifications thereof and associated documentation designed, developed or installed with Federal financial participation. The Federal Government (Department of Health and Human Services) reserves a royalty-free, nonexclusive, and irrevocable license to reproduce, publish or otherwise use and to authorize others to use for Federal Government purposes, such software modification, and documentation. Proprietary software packages that are sold or leased to the general public are not subject to the ownership provisions. r F. County shall have Power of Attorney to pay delinquent debts and unpaid wages for work provided s under this Contract from accounts payable to Contractor in the event debts and wages have not been `o paid on a current basis. Y L O G. No waiver of any of the provisions of the Contract shall be effective unless it is made in a writing which t refers to provisions so waived and which is executed by the Parties. No course of dealing and no z delay or failure of a Party in exercising any right under the Contract shall affect any other or future " exercise of that right or any exercise of any other right. A Party shall not be precluded from exercising N a right by its having partially exercised that right or its having previously abandoned or discontinued steps to enforce that right. c n H. Any alterations, variations, modifications, or waivers of provisions of the Contract, unless specifically c allowed in the Contract, shall be valid only when they have been reduced to writing, duly signed and w, approved by the Authorized Representatives of both parties as an amendment to this Contract. No O oral understanding or agreement not incorporated herein shall be binding on any of the Parties hereto. L A I. If any provision of the Contract is held by a court of competent jurisdiction to be unenforceable or v contrary to law, it shall be modified where practicable to the extent necessary so as to be enforceable m (giving effect to the intention of the Parties) and the remaining provisions of the Contract shall not be rn affected. w O T J. This Contract shall be governed by and construed in all aspects in accordance with the laws of the 5 State of California without regard to principles of conflicts of laws. The Parties agree to the exclusive z jurisdiction of the federal court located in the County of Riverside and the state court located in the 0 County of San Bernardino, for any and all disputes arising under this Contract, to the exclusion of all other federal and state courts. d E s v m Q Page 18 of 19 Packet Pg. 500 8.K.h CONCLUSION A. This Contract, consisting of nineteen (19) pages and Attachments A through E, is the full and complete document describing services to be rendered by Contractor to County including all covenants, conditions and benefits. B. The signatures of the Parties affixed to this Contract affirm that they are duly authorized to commit and bind their respective institutions to the terms and conditions set forth in this document. R C. IN WITNESS WHEREOF, the Board of Supervisors of the County of San Bernardino has caused this Contract to be subscribed to by the Clerk thereof, and Contractor has caused this Contract to be 2 subscribed in its behalf by its duly authorized officers, the day, month and year written. T L Y L W Y L Q 3 Y d Z M N N_ V O NTY OF SAN BERNARDINO City of San Bernardino v, (Print or type name of corporation,company,contractor,etc.) m C w By o Janice Rutherford,Chair, Board of Supervisors (Authorized signature—sign in blue ink) L Dated: Name: Andrea Travis-Miller L SIGNED AND CERTIFIED THAT A COPY OF THIS (Print or type name of person signing contract) m DOCUMENT HAS BEEN DELIVERED TO THE Title: Acting City Manager m CHAIRMAN OF THE BOARD rn Laura H.Welch (Print or Type) p Clerk of the Board of Supervisors of the County of San Bernardino. Dated: V By: Z O U Address: 201 N. "E" Street, Suite 301 Deputy d San Bernardino, CA 92401 m Approved as to Legal Form Reviewed by Contract Compliance Presented to BOS for Signature ll� ll� ll� Kristine Robb,County Counsel Regina Dalton,HS Contracts Unit Trudy Raymundo,Director Date Date Date Pace 19 of 19 Pp&4 #38:501 8.K.h ATTACHMENT B (See attached .pdf version of ATTACHMENT B) m .E 0 w U T t m v S O w Y t O 3 d z m M N N_ U O A C w O C_ N C QI n C U) w O T U z O U v E U Q PacketPg. 502