Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
15- Parks, Recreation & Community Services
CITY OF SAN BERNARDINO — REQUEST FOR COUNCIL A6m" G ! N A L From: Kevin Hawkins, Director Subject: Resolution of the Mayor and Common Council of the City of San Bernardino Dept: Parks, Recreation& Community authorizing the City Manager to execute a Services Dept. renewal local incentive grant award agreement with the Network for Healthy Date: October 18, 2010 California (Network) in the amount of $310,506 for a three-year period— October 1, 2010 through September 30, 2013. M/CC Meeting Date: November 1, 2010 Synopsis of Previous Council Action: 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. Recommended motion: Adopt Resolution. Signature Contact person: Robert Lennox Phone: 384-5031 Supporting data attached: Staff Report, Reso,Contract Ward: All FUNDING REQUIREMENTS: Amount: $310,506.00 in grant revenue Source: (Acct. No.): 123-577-xxxx-0000-0074 (Acct. Description): Nutrition Network Grant Finance: Council Notes: Agenda Item No. 15— 11 -01- 2016 CITY OF SAN BERNARDINO—REQUEST FOR COUNCIL ACTION STAFF REPORT Subiect• 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. ] Background: 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 May 17, 2010, the Mayor and Common Council approved the 5th grant extension application for this program. At the time of approval the extension was for one year only, due to the recent State budget situation. After resolving state budget issues, the California Department of Health Services notified staff on September 15, 2010 of their intent to extend the current grant award from one year to three consecutive years as follows: Initial grant approval (5/17/2010) Term Grant Amount Oct 1, 2010—Sept 30, 2011 $98,495 Revised grant approval (9/15/2010) Term Grant Amount Oct 1, 2010—Sept 30, 2011 $ 98,495 Oct 1, 2011 —Sept 30, 2012 $103,420 Oct 1 2012 —Sept 30, 2013 $108,591 Total $310,506 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, and • 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 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.: 123-577-xxxx-0000-0074 Budgeted Amount: Balance as of 10/18/2010: $98.495 Balance after Approval of Item: $310,506 Please note this balance does not indicate available funding. It does not include non- encumbered reoccurring expenses or expenses incurred but not yet processed. Recommendation: Adopt Resolution. 1 RESOLUTION NO.� 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY 3 OF SAN BERNARDINO AUTHORIZING THE CITY MANAGER TO EXECUTE A 4 RENEWAL LOCAL INCENTIVE GRANT AWARD AGREEMENT WITH THE NETWORK FOR HEALTHY CALIFORNIA (NETWORK) IN THE AMOUNT OF 5 $310,506 FOR A THREE-YEAR PERIOD — OCTOBER 1, 2010 THROUGH SEPTEMBER 30,2013. 6 7 WHEREAS, on May 17, 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 Healthy California (NETWORK) grant in the amount of 10 $98,495 for the program year October 1,2010 through September 30, 2011, and; 11 WHEREAS, The California Department of Public Health has standardized its 12 contracting procedures and agreement formats as well as increased the grant term and amount 13 14 With the City;and 15 WHEREAS, the term of the Agreement shall be from October 1, 2010 through 16 September 30,2013. 17 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE 18 CITY OF SAN BERNARDINO AS FOLLOWS: 19 20 SECTION 1. The City Manager of the City of San Bernardino is hereby authorized to 21 execute on behalf of said City an Agreement between the City of San Bernardino and California 22 Department of Public Health, a copy of which is attached hereto, marked as Attachment "I", 23 and incorporated herein by this reference as fully as though set forth at length. 24 SECTION 2. That pursuant to this determination the Director of Finance or her 25 26 designee is hereby authorized to appropriate the grant budget for FY 11-12, and FY 12-13 per 27 the staff report and agreement. 28 \ 1 RESOLUTION NO. 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY 3 OF SAN BERNARDINO AUTHORIZING THE CITY MANAGER TO EXECUTE A 4 RENEWAL LOCAL INCENTIVE GRANT AWARD AGREEMENT WITH THE NETWORK FOR HEALTHY CALIFORNIA (NETWORK) IN THE AMOUNT OF 5 $310,506 FOR A THREE-YEAR PERIOD — OCTOBER 1, 2010 THROUGH SEPTEMBER 30,2013. 6 7 SECTION 3. That the implementation date of the Agreement is October 1, 2010; 8 therefore, any action taken between October 1, 2010, and the date that this Resolution is 9 10 adopted is hereby ratified. 11 /// 12 /// 13 /// 14 /// 15 16 /// 17 18 19 20 /// 21 22 23 /// 24 25 26 27 28 1 RESOLUTION NO. 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY 3 OF SAN BERNARDINO AUTHORIZING THE CITY MANAGER TO EXECUTE A 4 RENEWAL LOCAL INCENTIVE GRANT AWARD AGREEMENT WITH THE NETWORK FOR HEALTHY CALIFORNIA (NETWORK) IN THE AMOUNT OF 5 $310,506 FOR A THREE-YEAR PERIOD — OCTOBER 1, 2010 THROUGH SEPTEMBER 30,2013. 6 7 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and 8 Common Council of the City of San Bernardino at a meeting thereof,held on the 9 day of ,2010,by the following vote,to wit: 10 Council Members: AYES NAYS ABSTAIN ABSENT 11 MARQUEZ 12 DESJARDINS 13 14 BRINKER 15 SHORETT 16 KELLEY 17 JOHNSON 18 McCAMMACK 19 20 21 Rachel Clark, City Clerk 22 The foregoing resolution is hereby approved this day of , 2010. 23 24 Patrick J. Morris, Mayor 25 City of San Bernardino 26 Approved as to Form: 2 IV 28 James nman, City Attorney ATTACHMENT State of California—Health and Human Services Agency 0 California Department of Public Health I)CDPH MARK B HORTON,MD,MSPH ARNOLD SCHWARZENEGGER Director Governor September 15, 2010 Charles McNeely, City Manager City of San Bernardino Parks, Recreation and Community Services Department 300 North "D" Street San Bernardino, CA 92401 Attention: Glenda Martin-Robinson, Project Coordinator Subject: Agreement Number 10-10075 Dear Ms. Martin-Robinson: The California Department of Public Health (CDPH) has standardized its contracting procedures and agreement formats. The enclosed agreement references on-line general terms and conditions(GTC or GIA)that are not attached to the agreement. The cited terms may be accessed at this Internet site: http://www.oIs.dgs.ca.gov/Standard+Language/defauIt.htm. The enclosed agreement is not binding until signed by both parties and approved by the appropriate state control agency(if required). No services are to be provided prior to approval, as CDPH is not obligated to make any payment prior to final approval. Expeditious handling of this agreement is appreciated. For inquiries regarding this agreement, please contact Lori Milami, Contract Manager, at(916) 327-8288 and cite the agreement number. Unless otherwise instructed, do not invoice CDPH for services rendered under this agreement until a copy of the fully executed agreement is received. Required action is noted by each checked/marked item. Return all item(s)to the address identified below: X Affix a signature to the enclosed agreement copy and each additional face sheet. Two copies must bear original signatures. Return all items to CDPH for further processing. A copy of the approved agreement will be distributed to you after it is fully executed. Alterations, in general, are not allowed. Alterations and page replacements, if any, must be pre-approved by CDPH and each visible alteration must be initialed by the person who signs the agreement. Non-Profit Agreements: The signed agreements as indicated above must be accompanied by a copy of your organizations 501 c(3) Non-profit status letter from the Internal Revenue Service to prove non-profit status. ATTACHMENT Charles McNeely, City Manager Page 2 September 3, 2010 X County City, District, or other local public body Agreements: The signed agreements as indicated above must be accompanied by a copy of the resolution, order, motion, or ordinance of the local governing body, which by law has authority to enter into the proposed agreement, authorizing execution of the agreement. Complete, sign, and return the Payee Data Record (STD 204). Payments cannot be issued without this form. X Go to http://www.ols.dgs.ca.gov/Standard+Lanquage/default.htm to review GTC version that is referenced on the face of the agreement as Exhibit C. Review provision 11 to locate the Contractor Certification Clause (CCC) number(e.g., 1005 or 304, etc.)that applies to the enclosed agreement. Read the cited CCC in its entirety. Sign the first page of the applicable cited Certification. Return the first page of the originally signed Certification to the address noted below. Failure to return the appropriate signed CCC will prohibit CDPH from doing business with your firm. X Other: State Share Budget(s). Attached to this letter is a copy of the final State Share Budget(s)that has been incorporated into this agreement and made a part hereof by reference in Exhibit E, Additional Provisions, paragraph 1.A. The State Share Budget(s) must be signed by the person with signature authority to sign the Standard Agreement (STD 213) contract pages. Please retain a copy of the signed State Share Budget(s) for your file and return the original along with the signed STD 213 contract face sheets. This signed State Share budget(s) must be on file at the Network for a Healthy Now", California before your contract will be processed further. Return all designated materials to the following address: California Department of Public Health Network for a Healthy California ATTENTION: Lori Milami, Contract Manager 1616 Capitol Avenue, Suite 74.516 Mail Station 7204 P.O. Box 997377 Sacramento, CA 95899-7377 Direct questions regarding this letter to Lori Milami at(916) 327-8288. Be sure to cite the agreement number in all future correspondence. Thank you for your attention to this matter. Sincerely, LORI MILAMI, Contract Manager Network for a Healthy California Enclosure(s) STATE OF CALIFORNIA ATTACHMENT 1 STANDARD AGREEMENT 'D 213(CDPH Rev 9/09) REGISTRATION NUMBER AGREEMENT NUMBER 10-10075 1. This Agreement is entered into between the State Agency and the Contractor named below: STATE AGENCY'S NAME (Also referred to as CDPH or the State) California Department of Public Health CONTRACTOR'S NAME (Also referred to as Contractor) City of San Bernardino Parks, Recreation and Community Services Department 2. The term of this 10/01/2010 through 09/30/2013 Agreement is: 3. The maximum amount $ 310,506 of this Agreement is: Three Hundred Ten Thousand, Five Hundred-Six Dollars 4. The parties agree to comply with the terms and conditions of the following exhibits,which are by this reference made a part of this Agreement. Exhibit A—Scope of Work 10 pages Exhibit B—Budget Detail and Payment Provisions 5 pages Exhibit B,Attachment I —Budget(Year 1) 2 pages Exhibit B,Attachment I I—Budget(Year 2) 2 pages Exhibit B,Attachment III—Budget(Year 3) 2 pages Exhibit C*—General Terms and Conditions GTC 307 Exhibit D(F)—Special Terms and Conditions (Attached hereto as part of this agreement) 25 pages [Notwithstanding provision 6 which does not apply to this agreement] Exhibit E—Additional Provisions 2 pages Exhibit F—Contractor's Release 1 page Exhibit G—Travel Reimbursement Information 2 pages Exhibit H—Information Privacy and Security Requirements 10 pages Exhibit I—Contractor Equipment Purchased With CDPH Funds 2 pages Exhibit J—Inventory/Disposition of CDPH-Funded Equipment 2 pages See Exhibit E, Provision 1 for additional incorporated exhibits. Items shown above with an Asterisk(*),are hereby incorporated by reference and made part of this agreement as if attached hereto. These documents can be viewed at httD://www.ols.dgs.ca.gov/Standard+Language. IN WITNESS WHEREOF,this Agreement has been executed by the parties hereto. CONTRACTOR California Department of CONTRACTOR'S NAME(if otherthan an individual,state whether corporation,partnership,etc.) General Services Use Only City of San Bernardino Parks, Recreation and Community Services Department BY(Authorized Signature) DATE SIGNED(Do not type) ,@S PRINTED NAME AND TITLE OF PERSON SIGNING Charles McNeely, City Manager ADDRESS 300 North"D"Street, San Bernardino, CA 92401 STATE OF CALIFORNIA AGENCY NAME California Department of Public Health BY(Authorized Signature) DATE SIGNED(Do not type) PRINTED NAME AND TITLE OF PERSON SIGNING F7 Exempt per: Sandra Winters, Chief, Contracts and Purchasing Services Section LDDRESS 1501 Capitol Avenue, Suite 71.5178, MS 1802, PO Box 997377 Sacramento, CA 95899-7377 A17ACHMENT1 STANDARD AGREEMENT(STD 213) City of San Bernardino Parks, Recreation and Community Services Department rage 2 10-10075 4. (Continued from previous page) Exhibit G—Travel Reimbursement Information 2 pages Exhibit H—Information Privacy and Security Requirements 10 pages Exhibit I—Contractor Equipment Purchased With CDPH Funds 2 pages Exhibit J—Inventory/Disposition of CDPH-Funded Equipment 2 pages See Exhibit E, Provision 1 for additional incorporated exhibits. ATTACHMENT City of San Bernardino Parks, Recreation and Community Services Department 10-10075 FINAL STATE SHARE BUDGET (Year 1) (10/01/2010 through 09130/2011) Personnel $ 161,062 Fringe Benefits @ 32% of Personnel Salaries $ 51,540 Operating Expenses $ 0 Equipment $ 0 Travel $ 0 Subcontracts $ 0 Other Costs $ 0 Indirect Costs @_% of Total Direct Costs $ 0 Total $ 212, 4 The Contractor may propose changes to this State Share Budget. All changes are subject to prior written approval by the State. Said changes shall not require a formal contract amendment. This State Share Budget has been incorporated in the contract and made a part thereof by reference in Exhibit E, Additional Provisions, paragraph 1.A. As such, I hereby certify it as final and approved. Signature and Title of Person with Contract Signature Authority Date Page 1 of 1 ATTACHMENT City of San Bernardino Parks, Recreation and Community Services Department 10-10075 FINAL STATE SHARE BUDGET (Year 2) (10/01/2011 through 09/3012012) Personnel $ 161,062 Fringe Benefits @ 32%of Personnel Salaries $ 51,540 Operating Expenses $ 0 Equipment $ 0 Travel $ 0 Subcontracts $ 0 Other Costs $ 0 Indirect Costs @_%of Total Direct Costs $ 0 Total $ 21�2S,Q The Contractor may propose changes to this State Share Budget. All changes are subject to prior written approval by the State. Said changes shall not require a formal contract amendment. This State Share Budget has been incorporated in the contract and made a part thereof by reference in Exhibit E, Additional Provisions, paragraph 1.A. As such, I hereby certify it as final and approved. Signature and Title of Person with Contract Signature Authority Date Page 1 of 1 ATTACHMENT City of San Bernardino Parks, Recreation and Community Services Department 10-10075 FINAL STATE SHARE BUDGET (Year 3) (10/01/2012 through 09/30/2013) Personnel $ 161,062 Fringe Benefits @ 36.779% of Personnel Salaries $ 59,237 Operating Expenses $ 0 Equipment $ 0 Travel $ 0 Subcontracts $ 0 Other Costs $ 0 Indirect Costs @_% of Total Direct Costs $ 0 Total $ 220 The Contractor may propose changes to this State Share Budget. All changes are subject to prior written approval by the State. Said changes shall not require a formal contract amendment. This State Share Budget has been incorporated in the contract and made a part thereof by reference in Exhibit E, Additional Provisions, paragraph 1.A. As such, I hereby certify it as final and approved. Signature and Title of Person with Contract Signature Authority Date Page 1 of 1 ATTACHMENT City of San Bernardino Parks, Recreation and Community Services Department 10-10075 Exhibit A Scope of Work 1. Service Overview Contractor agrees to provide to the California Department of Public Health the services described herein: Contractor will provide nutrition education and physical activity promotion to United States Department of Agriculture (USDA) Supplemental Nutrition Assistance Program Education (SNAP-Ed) eligible families described herein. 2. Service Location The services shall be performed at applicable facilities in San Bernardino County. 3. Service Hours The services shall be provided during normal contractor working hours and days. 4. Project Representative A. The project representatives during the term of this agreement will be: California Department of Public Health City of San Bernardino Parks, Rec& Community Services CDPH Contract Manager: Lori Milami Project Director: Glenda Martin-Robinson Telephone: (916) 327-8288 Telephone: (909) 384-5332 Fax: (916) 449-5414 Fax: (909)384-5160 E-mail: Lori.Milami ccl h.ca. ov E-mail: Robinson_glend@sbcity.org B. Direct all inquiries to: California Department of Public Health City of San Bernardino Parks, Rec & Community Services Network for a Healthy California Section or Unit Name(if applicable): Attention: Christine Miller Attention: Charles McNeely 1616 Capitol Avenue, Suite 74.516, MS 7204 300 North "D" Street P.O. Box 997377, MS 7204 San Bernardino, CA 92401 Sacramento,CA 95899-7377 Telephone: (916) 445-8012 Telephone: (909) 384-5122 Fax: (916)449-5414 Fax: (909) 384-5138 E-mail: Christine.Miller cd h.ca. ov E-mail: McNeely_ch@sbcity.org C. Either party may make changes to the information above by giving written notice to the other party. Said changes shall not require an amendment to this agreement. Pagel of 10 ATTACHMENT City of San Bernardino Parks, Recreation and Community Services Department 10-10075 Exhibit A Scope of Work 5. Allowable Informal Scope of Work(SOW) Changes A. Changes and revisions to the SOW contained in the agreement, utilizing the "allowable cost payment system", may be proposed by the Contractor in writing. All requested changes and revisions are subject to the approval of the State. Failure to notify the State of proposed revisions to the SOW may result in an audit finding. B. The State will respond, in writing, as to the approval or disapproval of all such requests for changes or revisions to the SOW within 30 calendar days of the date the request is received in the program. Should the State fail to respond to the Contractor's request within 30 calendar days of receipt, the Contractor's request shall be deemed approved. C. The State may also request changes and revisions to the SOW. The State will make a good-faith effort to provide the Contractor 30 calendar days advance written notice of said changes or revisions. 6. Progress Reports t A. The Contractor shall submit one original semi-annual progress report to CDPH in the format prescribed by the State. The progress reports shall describe progress made in completing agreement deliverables, challenges encountered, and solutions proposed. B. Progress report periods and due dates are: Budget Period Report Period Due Date Year 1: First Semiannual October 1, 2010—March 31, 2011 04/16/2011 Second Semiannual April 1, 2011—September 30, 2011 09/30/2011 Year 2: First Semiannual October 1, 2011 —March 31, 2012 04/16/2012 Second Semiannual April 1, 2012—September 30, 2012 09/30/2012 Year 3: First Semiannual October 1, 2012—March 31, 2013 04/16/2013 Second Semiannual April 1, 2013—September 30, 2013 09/30/2013 C. If the State does not receive complete and accurate progress reports by the required dates, further payments to the Contractor may be suspended until complete and accurate reports are received. 7. Contractor Requirements The Contractor shall comply with the guidelines for the development of all education materials as outlined in the Local Incentive Award Program Guidelines Manual. These Guidelines have been incorporated into this agreement and made a part hereof by reference in Exhibit E, Additional Provisions, paragraph 1. In particular,the Contractor shall comply with the following requirements: A. Submit any news release related to this agreement to the State for review prior to its release. Page 2 of 10 ATTACHMENT 1 City of San Bernardino Parks, Recreation and Community Services Department 10-10075 Exhibit A Scope of Work B. The Contractor agrees to cooperate with the State in data collection related to evaluation of program effectiveness as requested in the manner, format, and timeline prescribed by the State. Data shall include, at a minimum, demographic descriptions of the population served, audience reach, and items to measure program effectiveness. The data shall be submitted in the required form prescribed by the State. C. The Contractor agrees to cooperate with the State in the review and, when appropriate, the field testing of statewide evaluation instruments and newly developed educational materials. D. The Contractor shall ensure that the USDA SNAP-Ed is clearly identified as a sponsor or support organization on all materials and products funded by the agreement (electronic, print, audiovisual, media, etc.). The Contractor agrees to abide by the guidelines set for usage of the Network logos on any products generated by the Contractor. E. The Contractor agrees to cooperate with the State by participating in statewide meetings and site visits, as deemed necessary by the State. 8. See the following pages for a detailed description of the services to be performed. Page 3 of 10 � C � d 0 Cl) M M M M M r r r r r r E O- = O — O O O O m O N O a N o Q N N N N m Q1 U Q M U Q a� y d ° 60 O O O O O O a � r 'C r c- r r o O U C O V C O O O O U C14 C14 C"j u w d ~ N O O a) M O O O O E U C)d Z L E L d U CIS a r o O U a c 'B C o C O C c c U O c c U .0 0 0 _ w M O M O C N (a - ' E i fk § Cl) E/ 2 4-- CD° \ \ ® _ §2 E \ § o m 2 ' > m = 2 % 2 m 00 16 = / kj § � _ / [ / 7g � § @ } � U -6 / L -0 .0 a) \ c ° e � ° $ \® / Im � < 0 CL cn 0k \ - 0 20 E m q 0 = E L) E ■ ° 3 �u E § ] iE O \ \ � 2 k � > - , 2 § E > % w 2 4 K \ 7 7 / 1:5 _ eR / \ 0. \ \ g ) � f k_ ° k2 ) E m % _ a & � 2 2 c £ • E / % \4A § 2m E " 0 2� ° £ ° ° U) ® & LY CL @ 0. I a E / 2 § = k > 2 / �_ \ \ \ § 2 ® / u . < 2 2 2 % § / \ k 7 4 < - a # � u )§ q E } f § E K \ 8 G £ ± u a) _ $ n �7 y� 0 � / a < 2 . - ® _ § � ❑ @ \j co = o > \ / \ \ ¢ f c $ § I 7 # [\ Ek k / k \ °k � ƒ 77 / ƒ )§ _ 0. •• m o {ƒ �f � � 0 m k t - - \\ 9a c . \ & G\ < k � 'D k r_ \\ \( § E \ V £ ] �/ f w . J 0 ) E 1 a \ k 4 / @ R 0 2\ § w ti m Cl) E °CD, N N ' Cl U) C E O CD R C-r a) R I I oa an d m o 0 0 U C E U N c L U1.>U W> O O o L m R U) C d IL R u ` 0 w C _ C 7 7 O L a) 0 > — 0 N c E Lu)pOL c R D w L o E ._+ > (t n N U Q cn °U o a) TZ R Tc: uC) W QE E 3 LL -0 U U U) O p .+ c U) 7 o 0 0 w c >+ E U r d E B U R U c V E y a U U o R w c a d O c CL Q w w c z N U) N C L w a) E aa)) U � . =� o Q E T a �u r o c Ui T- c R ' � T N C z U) p E O R N j o C 7O N U a) O Z a U N 7 - -0 �E ° o o o m CU O 7 O C Q U N C N R ° O � n o y CL c v O .E O p NY � = m x o o C ❑ -0 X N U E > a) 3 d w Q W U U O (n p c U p 0 a) 0 CO d N ; c � C-o6 a>1m =3 _ O co z co d �_ J C .C .2 R fn O N > E — ca) a) C R W ` O t U O v J O U C C (D c o 0 d cCL (1) U > C UL p � rno7N 0 > C R a) � ~ � R C) to m O C E � = to .. R p E N U) Q y O O) U a) p M C of 0 41 a) N z -Nc '� a C� c C R a) a) V :+ C > � C C " N Elf o E c U) tLr c Q Q � � > 0 � � — om > E . -o T a) Q Lf) U z cu R 7 Q O CO E C- C N c d U) 2 ++ '� N U rn a) 2 � 0 a co E c a) N U > y to T to -o Y a) ° 'U U E m a) 5 N O O O o a �_ U) 00 = cR v ; >. 0 c L .E ui o o 0 o_ o .Q 'O O W C Q U .0 fn E U a) O= N C J+C 'aO R O m U M "O U C o c6 a W d C C R Qj L (Q C O` (Q a) —_ U ul CL U C y U C O C h C a N y W y T m c .O M c y a) .0 0_ Z R M O '6 - (6 (` ` C. O)C a) d= C o 3 .N .� O v > 0 C _Q U V) _ U 'o c ._ in J i W Q c c6 -E 0— -C � a) E E . 00 O C_ f6 N (a C 7 'o O - U co n. n.Z d m o- Cu U O o `m 0) (7 O N H N -w \ { 7 = m Cl) E § = e 3 § k� k § \ CD k k \ � u 7 n E _R _ � > ' 2 \ \ ) \ L) CL � $ / \ _ ac f E 3 0 - 7 \ OF § E [ / J7 * § \ 0 0 # m - © 7 = n \ ' .0)(D Q \ & 2 » age <U) = f � \ - E e u E 0 U ° ° ❑ 0w � \ 1 ƒ &CL j 0 \ U k 2 - / E 0 ~ 02 0 0 @ f . 0-0 ; .2§ § & .2 � ao l Fo o » - 0 2 / / § U a) 0 - - S ) (f / ° ° 7 ) 00 - | E / f J 0 -0 - 0 , % m « m \ C @ / E_a § § / CL\� u / k 2 § -05 § u t c = G = » z « fqy \ f k 0 2 u ƒ= c § _ f / # m > m _ ® ® cm _ CD u Q \ ® LOC: M - # \ � � \ \ �k \ U) u n > 0 % ° f 2 o I E > _ � 2 c k k � 9 - f § \ t - y - 2 0 7 q § EE \ a \ 7 ! o m = m - - \ _ _ u \ § » = m / 2 , ± S ' % O / ƒ 7 \ [ 2 @_{ a ' © ® m ° ® mom ) E m 4 c .- = m co u 2Q@ ±2 \2 • § ° q - « c o .- m § VI & § , a � E ,-- mo £ �, V) O ' , _ = = � E $ \� E $ ' ) 0 9a- = _ k/ et e7 ' / # � ( » nEy � \( \ a $ a - \ gk77k'\ s 2E / 2 / m = m = � = » - a) d\ � w o , •• oca) eta . � uo e .0 o > � ; « e \m £ ; a - 0 � � '� 7 s ' �) 2 Q § EEG « � 0 - - = a � _ e ° + 5 < a) \} ME � � ank £�a �± GG CL � � u u -3 -0 = % m $ ® " zt < E 7 % mmm m 0 k± ® CL 7 6 \ \ 2 .S cm G(1) �\ = = c ® ; 3 .. .. > u < _ _ c cn 0 \ e = I : \ % 2 0 = ° ® c 0 - oeEOC,4nI % 0 0 2 /\ \ I \/ = n ¢ f/ § / \ / 0- c J ° | ƒ § i ( / \ T > { CD § \ / \ \ a.0 2 c m _ c � 2 � 0 7E E m / 5F \ EE d 0 \ j / ° o ° / ¥ _ » « m � o # w © ± 727 / a /°/ /§ 2 / ) k \ - . E _, \ ® 0 § @ \ 2 L) d ® q Z 2 2 IQ. 2 . o , g CD � 2 7 ƒ 2 ■ c % 2 CO E LY \ / e ) / } A f (n / ` \ � g � 3 Q 'a n J / \ \ \ ± .Ra2 - `k @ a)FE E ra% ) k \ tea) D co o I � c = ° = o 0 / & ❑ e § J W / \ k 0 o ( -C m(a - _ : - m a) E 3 § \ a) -0 0 0 > 2 _ § .E £ 0 - ° % ° 2 \ Q � § f # 77 . ) § » & 0fig & _ » _ o } k ) (o \ / 2 ¥ % �� § \ § m ) _ ° ma » E J CL) 0 0- u \ 3E 0 GC� LL k \ [ § d7 ( / �7 Ln L) E r w u ƒ\ S \ E . \/ ! % » C:0 �k / \ ® k 22 ® k � ({ � � 3 IL E 2 ƒ \ \ / k ° mot o ; J � 0 2 / g2 § & § e i g \ . ƒ k/ /:/ �) ) ¥ � E �k ® {ƒ e • o u » .§ = o == - - _ $ § f % \\ LU CL E t / � � � = C)( � _ _ u o2 °�= - % � �E § E a \ \ ( f # \ ® �$ $ 2 ° =E_=�a_ _ 2 c \_ _ \» e $ \j E I 2 p 2 n Cl) 0r \ k K \ \ oG * gEa § m @ \ / / \ u } u \ % / 0 6 } ) [ J § ) P % \ \ ° ° / // > r e $ 2 � ` _ f = _ : U) £ G = \ - E § ) 5c o m0 ) ) 03 % \bE � E � > , . � ; / , @2 2e } Wo k = f > ( \ / § / k� k _i m � 2E kk '5 aE � � / j § u SI is ° \ $ SeE ° o ® ° 2 ° \ - % $ ( = E \ § a cn E / ui \ 0m0 ? E2 � a F d \ § u c � 2 [ \ § co 2 u a ƒ ' X m , \ @ \ \ § a R f % z . m - � 0 f � � k � \ \ \ ■ d k t t b - e} \ § § Ea) k 23 \ %x � = 2E2 ❑ . / 'E ! " / 2 u E = 2 o s § \ C/) _ j � $ 3 %_ < mss % 2 R F $ / § CD � 2m? 4m p - § ¥ , - 3i� j oo > ) CL ma) \ k : \ / / E \ CL ) . o o « m M � E § 2 � » » @ c $ f / e £ c » e [ 2 & : 2 / / d � () I ƒ A / k § / \ / g CD % : m = )) m_ m n _ » @ O % - vi m R7 � § k § E �\ E2 : » 7 n \ f (\ (D CL� R t IL 5 f \ \ § c 2 - 4 �§ w . g � a [ /ƒ / B E 2 m k / - - % 0 a o 2 w f / • 5 ® M w § 2M p ® \ a /k � f � �] m ( S \ f \ \} s = S / e o O = n °< 3 % cp \ ) � � ± ± 2E w « ƒ/ \ \ f EE � �\ \ / � = 2 � 7 \ � 0 0 0 g e N /§ C ti CD o M M Cl) Eo 0 0 0 C rI N N N J ' C m R �� O O O n U 0 O O o y w O O O U 0) N N N U r O O c t6 N U CL T � N c ` `o ++ Q— a) m p C O vi C C O L U Q p m E N E u L N O o ; ` po' EQ 2 '5: L a Cau me O c Co p � m C cp .o U N a U6owa) c`o aw w) w a) a) � E c t = a) C a) F- p a) v Q w E o d>u U aQ am aa0 m e w o O c w u .. m E U a a`) m (tea w U H -� m � _r_ (n 3 o ry o a � } Q u Q c m LO a) a w o 'o c _ L Q D c O ` w L ` O N -O —p U m w = U c o Z a) a m > T m « C U — L cw C o > w a) 00 w O m C > > m U �Q c a) -0 ~ 0 r m aa)i > M O .N m c E CD r- L O1 w m °-� C aL O -0 m m o ° O > > U a) `p a o C L fa >+ m E U -C m Q m e --� :3 aK Q. -- a) a) 0) 111 > 0 E ' 0 E V) ° 0 � V' o, �W c0i o m m 0 0 0 0c 0 mom = 0 c a Q N N o a n y o � � L E aUi � E o LU Z 'N QC �` L mw� � c U TU C m.2 7 L O U z O m O p > a)�a) 2 0 N U O m a) U a) 0) 0)-o m 0 � .m 'pC .L-. •N w 0 0 .L. Co U C -p O T U C v O m m L a) O m T N O m : '00 7 N In CL L T `O > ~ w 7 m Y N a) m m C O ° > p U .—. w w cu pU N L O a) U w a) O w 0) a) O O ' ' c a m E o m C U ° a o '� ° N o aa)) > is .E N rn o CL c a a) E m O i) U w n p 7 co w .0 o c E c c O O m a a E is p v) c w a) 0 O .o a) E am o Q, Ea m w o o � M m � > mQ o n) ° c E N L a) m p C . C O V � z U o m a) j C O d .L... L a) a) a.0 m ) w U .� J c 0.•o N N c N L N '6 y Z ?r a) L .> w.N C N 7 " N o �:O 5 0 m o o - N CO C N o m E c .0 C w _0 :_ L � 'II � v' f0 U d O (w0 .O a >, > E N 0 v 0 in ' c m o -o (1) -C w . on. O m m � a) a^ C " -0 c -p (a .> U y m d 0 OU a) a) a) w L U j a) N -0 C a O _C' L_ O L a) a) a) C _0 m o a p � O U a)) > a) (a cu m :) �- a a 0 vOi U _ a > CA m o m 3 m � .� Q a) L m.ca -0 rn.0 aa) � a Ea oEm (uIIm - a) a) -r- a) wa) - = cE E ° oL L °c � m0amca)3 .� ac oIn °) gm ma (j(n 0 m U a.0 N J U C _ O a) (D C E E m n U N c iQ 'w O c a'a 'Z a N w o `m w w 0.. c O �¢ : a 0 w ca o c ° m m 0 c 3 a) L° 0 0 pia jai _0 U (n < aQ U w m a-0 -a me in o .c N a) o c C L L ° a) c M V (!) -i W ATTACHMENT City of San Bernardino Parks, Recreation and Community Services Department 10-10075 Exhibit B Budget Detail and Payment Provisions 1. Invoicing and Payment A. For services satisfactorily rendered, and upon receipt and approval of the invoices, the State agrees to compensate the Contractor for actual expenditures incurred in accordance with the budget(s) attached hereto. B. Invoices shall include the Agreement Number and shall be submitted not more frequently than quarterly in arrears to: Lori Milami, Contract Manager California Department of Public Health Network for a Healthy Califomia 1616 Capitol Avenue, Suite 74.516 MS 7204 P.O. Box 997377 Sacramento, CA 95899-7377 C. Invoice shall: 1. Be prepared on company letterhead. If invoices are not on produced letterhead invoices then it must be signed by an authorized official, employee or agent certifying that the expenditures claimed represent actual expenses for the service performed under this agreement. 2. Bear the Contractor's name as shown on the agreement. 3. Identify the billing and/or performance period covered by the invoice. 4. Itemize costs for the billing period in the same or greater level of detail as indicated in this agreement. Subject to the terms of this agreement, reimbursement may only be sought for those costs and/or cost categories expressly identified as allowable in this agreement and approved by CDPH. D. Quarterly invoices shall be submitted for payment within sixty(60) days following the end of each calendar quarter in which the work was performed and costs incurred in the performance of the agreement, unless the agreement has reached the expiration or termination date(see paragraph 5, Timely Submission of Final Invoice) or a later or alternate deadline is agreed to in writing by the program contract manager. E. The State may, at its discretion, choose not to honor any delinquent invoice if the Contractor fails to obtain prior written State approval of an alternate invoice submission deadline. 2. Budget Contingency Clause A. It is mutually agreed that if the Budget Act of the current year and/or any subsequent years covered under this Agreement does not appropriate sufficient funds for the program, this Agreement shall be of no further force and effect. In this event, the State shall have no liability to pay any funds whatsoever to Contractor or to furnish any other considerations under this Agreement and Contractor shall not be obligated to perform any provisions of this Agreement. U Page 1 of 5 ATTACHMENT City of San Bernardino Parks, Recreation and Community Services Department 10-10075 Exhibit B Budget Detail and Payment Provisions B. If funding for any fiscal year is reduced or deleted by the Budget Act for purposes of this program, the State shall have the option to either cancel this Agreement with no liability occurring to the State, or offer an agreement amendment to Contractor to reflect the reduced amount. 3. Prompt Payment Clause Payment will be made in accordance with, and within the time specified in, Government Code Chapter 4.5, commencing with Section 927. 4. Amounts Payable A. The amount payable under this agreement shall not exceed: 1) $98,495 for the budget period of 10/01/2010 through 09/30/2011. 2) $103,420 for the budget period of 10/01/2011 through 09/30/2012. 3) $108,591 for the budget period of 10/01/2012 through 09/30/2013. B. Reimbursement shall be made for allowable expenses up to the amount annually encumbered commensurate with the state fiscal year in which services are performed and/or goods are received. C. The Contractor must maintain records reflecting actual expenditures for each state fiscal year covered by the term of this agreement. 5. Timely Submission of Final Invoice A. A final undisputed invoice shall be submitted for payment no more than sixty(60) calendar days following the expiration or termination date of this agreement, unless a later or alternate deadline is agreed to in writing by the program contract manager. Said invoice should be clearly marked "Final Invoice", thus indicating that all payment obligations of the State under this agreement have ceased and that no further payments are due or outstanding. B. The State may, at its discretion, choose not to honor any delinquent final invoice if the Contractor fails to obtain prior written State approval of an alternate final invoice submission deadline. Written State approval shall be sought from the program contract manager prior to the expiration or termination date of this agreement. C. The Contractor is hereby advised of its obligation to submit, with the final invoice, a "Contractor's Release(Exhibit F)" acknowledging submission of the final invoice to the State and certifying the approximate percentage amount, if any, of recycled products used in performance of this agreement. 6. Allowable Line Item Shifts A. Subject to the prior review and approval of the State, line item shifts of up to fifteen percent (15%) of the annual agreement total, not to exceed a maximum of one hundred thousand ($100,000) annually are allowed, so long as the annual agreement total neither increases nor decreases. Page 2 of 5 i I I ATTACHMENT City of San Bernardino Parks, Recreation and Community Services Department 10-10075 Exhibit B Budget Detail and Payment Provisions I The $100,000 maximum limit shall be assessed annually and automatically adjusted by the State in accordance with cost-of-living indexes. Said adjustments shall not require a formal g a reement amendment. The State shall annually inform the Contractor in writing of the i adjusted maximum. B. Line item shifts meeting this criteria shall not require a formal agreement amendment. C. The Contractor shall adhere to State requirements regarding the process to follow in requesting approval to make line item shifts. D. Line item shifts may be proposed/requested by either the State or the Contractor. 7. Expense Allowability/Fiscal Documentation A. Invoices, received from a Contractor and accepted and/or submitted for payment by the State, shall not be deemed evidence of allowable agreement costs. B. Contractor shall maintain for review and audit and supply to CDPH upon request, adequate documentation of all expenses claimed pursuant to this agreement to permit a determination of expense allowability. C. If the allowability or appropriateness of an expense cannot be determined by the State because invoice detail, fiscal records, or backup documentation is nonexistent or inadequate according to generally accepted accounting principles or practices, all questionable costs may be disallowed and payment may be withheld by the State. Upon receipt of adequate documentation supporting a disallowed or questionable expense, reimbursement may resume for the amount substantiated and deemed allowable. D. If 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 Exhibit G entitled, "Travel Reimbursement Information". E. Costs and/or expenses deemed unallowable are subject to recovery by CDPH. See provision 8 in this exhibit entitled, "Recovery of Overpayments"for more information. 8. Recovery of Overpayments A. Contractor agrees that claims based upon a contractual agreement or an audit finding and/or an auditing finding that is appealed and upheld, will be recovered by the State and/or Federal Government by one of the following options: 1) Contractor's remittance to the State of the full amount of the audit exception within 30 days following the State's request for repayment; 2) A repayment schedule which is agreeable to both the State and the Contractor. B. The State reserves the right to select which option will be employed and the Contractor will be notified by the State in writing of the claim procedure to be utilized. Page 3 of 5 ATTACHMENT City of San Bernardino Parks, Recreation and Community Services Department 10-10075 Exhibit B Budget Detail and Payment Provisions C. Interest on the unpaid balance of the audit finding or debt will accrue at a rate equal to the monthly average or the rate received on investments in the Pooled Money Investment Fund commencing on the date that an audit or examination finding is mailed to the Contractor, beginning 30 days after Contractor's receipt of the State's demand for repayment. i D. If the Contractor has filed a valid appeal regarding the report of audit findings, recovery of I the overpayments will be deferred until a final administrative decision on the appeal has been reached. If the Contractor loses the final administrative appeal, Contractor shall repay, to the State, the over-claimed or disallowed expenses, plus accrued interest. Interest I accrues from the Contractor's first receipt of State's notice requesting reimbursement of I questioned audit costs or disallowed expenses. 9. Contractor's State Share Requirements A. The contractor shall contribute qualifying network nutrition education contributions from its own resources as detailed in the Contractor's State Share Budgets signed and approved as j final by both parties. These State Share Budgets have been incorporated into this agreement and made a part hereof by reference in Exhibit E, Additional Provisions, paragraph 1.A. The Contractor's State Share contribution must be from a public, non- Federal source.* The Contractor's State Share contribution cannot be used to match another Federal program. In addition, the qualifying nutrition education intervention must target Supplemental Nutrition Assistance Program Education (SNAP-Ed) recipients and/or other similar households living at not higher than 185 percent of the Federal Poverty Level or for school districts and other education agencies, interventions must target low-resource schools, defined as those with 50% of students or more eligible for free or reduced-price school meals. *Exception: Indian Tribal Organizations can use federal grant funds that are designated as an allowable source of State Share dollars directed toward nutrition education. B. The Contractor is responsible for maintaining verifiable records of all State Share contributions. The Contractor shall submit quarterly, State Share reports documenting State Share contributions. The State Share documentation report shall be submitted in a form and format prescribed by the State. The Contractor shall be reimbursed for services satisfactorily performed at a rate of not more than 50% of every allowable state share dollar Contractor contributes and for which contractor provides adequate documentation. C. The Contractor shall return any funds necessary to repay the State for any State or Federal audit exceptions resulting in the disallowance of agreement funds in which the Contractor has not complied with the requirements of this agreement and applicable Federal requirements. D. The Contractor agrees to match each Federal dollar with two dollars of Contractor's State Share contributions as detailed in the Contractor's State Share Budgets. The Contractor's State Share Budgets represent the minimum support the contractor agrees to provide in exchange for the payments received. Any changes to the Contractor's State Share Budgets as referenced in Exhibit E, Additional Provisions, paragraph 1.A. may be proposed by the Contractor. All changes are subject to prior written approval by the State. Changes to State Share Budgets do not require a formal amendment. Page 4 of 5 r E i ATTACHMENT City of San Bernardino Parks, Recreation and Community Services Department 10-10075 Exhibit B Budget Detail and Payment Provisions 10. Revenue A. This provision supersedes and replaces provision 6 entitled, "Income Restrictions" j appearing in Special Terms and Conditions Exhibit D(F). B. If the Contractor realizes a profit from the sale of nutrition education materials (videos, literature, etc. paid with agreement dollars), it must report the amount to the State as Contractor income on the SF-269 form. The Contractor shall make the SF-269 form available to the State on request. The Contractor shall place any income, fees, or reimbursements accruing to or received by the Contractor for services rendered under this agreement into a separate identifiable account. Revenues generated by the Contractor as a result of this State agreement must be utilized to meet identified, agreed upon, program- related needs of the Contractor, or must be returned to the State. Any revenues accruing to the Contractor, based on services supported in whole or in part by the State pursuant to this agreement, shall be used to defray costs incurred by this project to measurably expand the program or improve the quality of services detailed in this agreement, and must be approved in writing by the State. Adequate documentation of the use of these funds shall be maintained. 11. Advance Payment No advance payment is allowed under this agreement. Page 5 of 5 ATTACHMENT City of San Bernardino Parks, Recreation and Community Services Department 10-10075 Exhibit B Attachment I BUDGET (Year 1) (10/01/2010 through 09/30/2011) Personnel $ 56,740 Fringe Benefits(40% of Personnel) $ 22,696 Operating Expenses $ 0 Equipment $ 0 Travel $ 6,047 (Travel costs as required to meet stated objectives as outlined in the Scope of Work. All travel rates will align with current DPA rates as stated in the contract.) Subcontracts $ 0 (Per Exhibit D(F) Paragraph 5.a(3)(g)of this agreement and State Contracting Manual Volume 1. 3.06, D.1.,this contract is exempt from bidding requirements and subcontracting restrictions based on the contract's classification as a Direct Service/Subvention Agreement.) Other Costs $ 13,012 ,%/ Indirect Costs (_% of Total Costs) $ 0 Total $ See Page 2 for itemization of line items as appropriate to this contract. Page 1 of 2 ATTACHMENT City of San Bernardino Parks, Recreation and Community Services Department AF A 10-10075 Exhibit B Attachment I BUDGET (Year 1) (10/01/2010 through 09/30/2011) Line Item Itemization Personnel $56,740 Position Title Annual Total Budget Salary/Range FTE /o Community Liaison $42,310 100% $42,310 Recreation Specialist $23,088 12.5% $2,886 Recreation Leader 4 x$23,088 x 12.5 FTE $92,352 50% $11,554 Operating Expenses $0 Equipment $0 Subcontracts $0 Other Costs $13,012 Nutrition Education materials not to exceed $4/item x 1,500/participants $6,000 Food for taste testing/cooking testing/cooking demos for approx. 2,405/ artici pants x$2.50/per person $6,012 Supplies for nutrition education taste testing/cooking testing/cooking demos $1,000 Page 2 of 2 ATTACHMENT City of San Bernardino Parks, Recreation and Community Services Department 10-10075 Exhibit B Attachment II BUDGET (Year 2) (10/01/2011 through 09/30/2012) I Personnel $ 58,856 Fringe Benefits(40% of Personnel) $ 23,542 Operating Expenses $ 0 Equipment $ 0 I Travel $ 6,047 (Travel costs as required to meet stated objectives as outlined in the Scope of Work. All travel rates will align with current DPA rates as stated in the contract.) Subcontracts $ 0 (Per Exhibit D(F) Paragraph 5.a(3)(g)of this agreement and State Contracting Manual Volume 1. 3.06, D.1.,this contract is exempt from bidding requirements and subcontracting restrictions based on the contract's classification as a Direct Service/Subvention Agreement.) Other Costs $ 14,975 Indirect Costs (_% of Total Costs) $ 0 Total $ See Page 2 for itemization of line items as appropriate to this contract. Page 1 of 2 ATTACHMENT 1 City of San Bernardino Parks, Recreation and Community Services Department 10-10075 Exhibit B Attachment II BUDGET (Year 2) (10/01/2011 through 09/30/2012) Line Item Itemization Personnel $58,856 Position Title Annual Total Budget Sala /Ran a FTE /o -Community Liaison $44,426 100% $44,426 Recreation Specialist $23,088 12.5% $2,886 Recreation Leader 4 x$23,088 x 12.5 FTE $92,352 50% $11,544 Operating Expenses $0 Equipment $0 Subcontracts $0 Other Costs $14,975 Food for taste testing/cooking testing/cooking demos for approx. 2,805/ artici pants x$2.50/per person $7,012 Nutrition education materials for school events, classroom, open house, etc. $4.00/per item x $7,963 approximately 1,991/participants Page 2 of 2 ATTACHMENT City of San Bernardino Parks, Recreation and Community Services Department 10-10075 Exhibit B Attachment III BUDGET it (Year 3) (10/0112012 through 09/30/2013) Personnel $ 59,967 Fringe Benefits (40% of Personnel) $ 23,987 Operating Expenses $ 0 Equipment $ 2,000 Travel $ 6,052 (Travel costs as required to meet stated objectives as outlined in the Scope of Work. All travel rates will align with current DPA rates as stated in the contract.) Subcontracts $ 0 (Per Exhibit D(F) Paragraph 5.a(3)(g)of this agreement and State Contracting Manual Volume 1. 3.06, D.1.,this contract is exempt from bidding requirements and subcontracting restrictions based on the contract's classification as a Direct Service/Subvention Agreement.) Other Costs $ 16,585 Indirect Costs (_% of Total Costs) $ 0 Total $ See Page 2 for itemization of line items as appropriate to this contract. Page 1 of 2 i ATTACHMENT City of San Bernardino Parks, Recreation and Community Services Department 10-10075 Exhibit B Attachment III BUDGET (Year 3) (10/01/2012 through 09/30/2013) Line Item Itemization Personnel $59,967 Position Title Annual Total Budget Salary/Range FTE /o Community Liaison $45,537 100% $45,537 Recreation Specialist $23,088 12.5% $2,886 Recreation Leader 4 x$23,088 x 12.5 FTE $92,352 50% $11,544 Operating Expenses $0 Equipment $2,000 Computer $2,000 Subcontracts $0 Other Costs $16,585 Nutrition Education materials not to exceed$4/item x 2,225/participants for school events, $8,900 classroom, open house, etc. Food for taste testing/cooking testing/cooking demos for approx. 3,074/pa rti ci pants x$2.50/per person $7,685 Page 2 of 2 F F k ATTACHMENT U i CCC-307 CERTIFICATION I,the official named below, CERTIFY UNDER PENALTY OF PERJURY that I am duly authorized to legally bind the prospective Contractor to the clause(s) listed below. This certification is made under the laws of the State of California. Contractor/Bidder Firm Name (Printed) City of San Bernardino Parks, Recreation and Community Services Federal ID Number i Dept. 95-6000772 By(Authorized Signature) Printed Name and Title of Person Signing j l Date Executed —� Executed in the County of I CONTRACTOR CERTIFICATION CLAUSES 1. STATEMENT OF COMPLIANCE: Contractor has,unless exempted,complied with the nondiscrimination program requirements. (Gov. Code §12990 (a-f)and CCR,Title 2, Section 8103) (Not applicable to public entities.) 2.DRUG-FREE WORKPLACE REQUIREMENTS: Contractor will comply with the requirements of the Drug-Free Workplace Act of 1990 and will provide a drug-free workplace by taking the following actions: a. Publish a statement notifying employees that unlawful manufacture,distribution, dispensation,possession or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations. b.Establish a Drug-Free Awareness Program to inform employees about: 1)the dangers of drug abuse in the workplace; 2)the person's or organization's policy of maintaining a drug-free workplace; 3)any available counseling,rehabilitation and employee assistance programs; and, 4)penalties that may be imposed upon employees for drug abuse violations. c. Every employee who works on the proposed Agreement will: 1)receive a copy of the company's drug-free workplace policy statement; and, 2)agree to abide by the terms of the company's statement as a condition of employment on the Agreement. Failure to comply with these requirements may result in suspension of payments under the Agreement or termination of the Agreement or both and Contractor may be ineligible for award of any future State agreements if the department determines that any of the ATTACHMENT 1 i I � following has occurred:the Contractor has made false certification, or violated the certification by failing to carry out the requirements as noted above. (Gov. Code §8350 et seq.) 9 3.NATIONAL LABOR RELATIONS BOARD CERTIFICATION: Contractor certifies that no more than one (1)final unappealable finding of contempt of court by a Federal court has been issued against Contractor within the immediately preceding two-year period because of Contractor's failure to comply with an order of a Federal court,which orders Contractor to comply with an order of the National Labor Relations Board. (Pub. 9 Contract Code §10296)(Not applicable to public entities.) 4. CONTRACTS FOR LEGAL SERVICES $50,000 OR MORE-PRO BONO REQUIREMENT: Contractor hereby certifies that contractor will comply with the requirements of Section 6072 of the Business and Professions Code, effective January 1, 2003. Contractor agrees to make a good faith effort to provide a minimum number of hours of pro bono legal services during each year of the contract equal to the lessor of 30 multiplied by the number of full time attorneys in the firm's offices in the State,with the number of hours prorated on an actual day basis for any contract period of less than a full year or 10%of its contract with the State. Failure to make a good faith effort may be cause for non-renewal of a state contract for legal services,and may be taken into account when determining the award of future contracts with the State for legal services. 5.EXPATRIATE CORPORATIONS: Contractor hereby declares that it is not an expatriate corporation or subsidiary of an expatriate corporation within the meaning of Public Contract Code Section 10286 and 10286.1,and is eligible to contract with the State of California. 6. SWEATFREE CODE OF CONDUCT: a.All Contractors contracting for the procurement or laundering of apparel,garments or corresponding accessories, or the procurement of equipment,materials, or supplies, other than procurement related to a public works contract,declare under penalty of perjury that no apparel, garments or corresponding accessories,equipment,materials, or supplies furnished to the state pursuant to the contract have been laundered or produced in whole or in part by sweatshop labor,forced labor,convict labor, indentured labor under penal sanction, abusive forms of child labor or exploitation of children in sweatshop labor, or with the benefit of sweatshop labor, forced labor, convict labor, indentured labor under penal sanction,abusive forms of child labor or exploitation of children in sweatshop labor. The contractor further declares under penalty of perjury that they adhere to the Sweatfree Code of Conduct as set forth on the California Department of Industrial Relations website located at www.dir.ca.gov,and Public Contract Code Section 6108. b. The contractor agrees to cooperate fully in providing reasonable access to the contractor's records,documents, agents or employees, or premises if reasonably required by authorized officials of the contracting agency,the Department of Industrial Relations, l 1 i is ATTACHMENT or the Department of Justice to determine the contractor's compliance with the requirements under paragraph(a). 7. DOMESTIC PARTNERS: For contracts over$100,000 executed or amended after January 1, 2007,the contractor certifies that contractor is in compliance with Public Contract Code section 10295.3. DOING BUSINESS WITH THE STATE OF CALIFORNIA The following laws apply to persons or entities doing business with the State of California. 1. CONFLICT OF INTEREST: Contractor needs to be aware of the following provisions regarding current or former state employees. If Contractor has any questions on the status of any person rendering services or involved with the Agreement,the awarding agency must be contacted immediately for clarification. Current State Employees(Pub. Contract Code §10410): 1).No officer or employee shall engage in any employment,activity or enterprise from which the officer or employee receives compensation or has a financial interest and which is sponsored or funded by any state agency,unless the employment, activity or enterprise is required as a condition of regular state employment. 'N. 2).No officer or employee shall contract on his or her own behalf as an independent contractor with any state agency to provide goods or services. Former State Employees(Pub. Contract Code §10411): 1). For the two-year period from the date he or she left state employment,no former state officer or employee may enter into a contract in which he or she engaged in any of the negotiations,transactions,planning, arrangements or any part of the decision-making process relevant to the contract while employed in any capacity by any state agency. ' 2). For the twelve-month period from the date he or she left state employment, no former state officer or employee may enter into a contract with any state agency if he or she was employed by that state agency in a policy-making position in the same general subject area as the proposed contract within the 12-month period prior to his or her leaving state service. If Contractor violates any provisions of above paragraphs, such action by Contractor shall render this Agreement void. (Pub. Contract Code §10420) Members of boards and commissions are exempt from this section if they do not receive payment other than payment of each meeting of the board or commission,payment for preparatory time and payment for per diem. (Pub. Contract Code §10430 (e)) 1 ATTACHMENT 1 I I 2.LABOR CODE/WORKERS' COMPENSATION: Contractor needs to be aware of the j provisions which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions, and Contractor affirms to comply with such provisions before commencing the performance of the work of this Agreement. (Labor Code Section 3700) I 3. AMERICANS WITH DISABILITIES ACT: Contractor assures the State that it complies with the Americans with Disabilities Act(ADA)of 1990,which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA. (42 U.S.C. 12101 et seq.) 4 4. CONTRACTOR NAME CHANGE:An amendment is required to change the Contractor's name as listed on this Agreement. Upon receipt of legal documentation of the name change the State will process the amendment. Payment of invoices presented with a new name cannot be paid prior to approval of said amendment. 1 5. CORPORATE QUALIFICATIONS TO DO BUSINESS IN CALIFORNIA: a. When agreements are to be performed in the state by corporations,the contracting agencies will be verifying that the contractor is currently qualified to do business in California in order to ensure that all obligations due to the state are fulfilled. 3 ' b. "Doing business" is defined in R&TC Section 23101 as actively engaging in any transaction for the purpose of financial or pecuniary gain or profit. Although there are some statutory exceptions to taxation,rarely will a corporate contractor performing within the state not be subject to the franchise tax. c. Both domestic and foreign corporations (those incorporated outside of California)must be in good standing in order to be qualified to do business in California. Agencies will determine whether a corporation is in good standing by calling the Office of the Secretary of State. 6. RESOLUTION:A county, city,district, or other local public body must provide the State with a copy of a resolution,order, motion, or ordinance of the local governing body which by law has authority to enter into an agreement,authorizing execution of the agreement. 7. AIR OR WATER POLLUTION VIOLATION: Under the State laws,the Contractor shall not be: (1) in violation of any order or resolution not subject to review promulgated by the State Air Resources Board or an air pollution control district; (2)subject to cease and desist order not subject to review issued pursuant to Section 13301 of the Water Code for violation of waste discharge requirements or discharge prohibitions; or(3) finally determined to be in violation of provisions of federal law relating to air or water pollution. 8. PAYEE DATA RECORD FORM STD. 204: This form must be completed by all contractors that are not another state agency or other governmental entity. co S:\ADMIN\HOMEPAGE\CCC\CCC-307.doc I California Department of Public Health ATTACHMENT 1 Exhibit D(F) Special Terms and Conditions (For federally funded service contracts or agreements and grant agreements) The use of headings or titles throughout this exhibit is for convenience only and shall not be used to interpret or to 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 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 CDPH Exhibit D(F)(9/09) Page 1 of 25 i i California Department of Public Health-Special TerrA A;AgWi#ions Exhibit D (F) 1. Federal Equal Opportunity Requirements (Applicable to all federally funded agreements entered into by the California Department of Public Health (CDPH)formerly known as California Department of Health Services (CDHS).) 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. 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 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)(9109) Page 2 of 25 l California Department of Public Health-Special Terr��,eo iitions Exhibit D (F) yg. The Contractor will include the provisions of Paragraphs a through g in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Federal Executive Order No. 11246 as amended, including by Executive Order 11375, 'Amending Executive Order 11246 Relating to Equal Employment Opportunity,' and as supplemented by regulation at 41 CFR part 60, "Office of the Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor,"or Section 503 of the Rehabilitation Act of 1973 or(38 U.S.C.4212)of the Vietnam Era Veteran's Readjustment Assistance Act, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as the Director of the Office of Federal Contract Compliance Programs or 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.) 1 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: Atangible 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: Atangible 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 h 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 j CDPH Exhibit D(F)(9/09) Page 3 of 25 9 ) 3 I California Department of Public Health-Special Terri 12OiQ4*Qt0ions Exhibit D (F) equipment purchased through CDPH's Purchasing Unit. The cost of equipment purchased by or through CDPH shall be deducted from the funds available in this Agreement. Contractor shall submit to the CDPH Program Contract Manager a list of equipment specifications for those items that the State must procure. The State may pay the vendor directly for such arranged equipment purchases and title to the equipment will remain with CDPH. The equipment will be delivered to the Contractor's I 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. I (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. i [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 9/09 C C )� ) Page 4 of 25 3 i i California Department of Public Health-Special TerWftAto&Kroigt ions Exhibit D (F) 4. Equipment Ownership/Inventory/Disposition i (Applicable to agreements in which equipment and/or property is furnished by CDPH and/or when said items are purchased or reimbursed with state or federal funds.) i i a. Wherever the terms equipment and/or property are used in Provision 4, the definitions in Provision 3, I 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 CDPH. (1) CDPH requires the reporting, tagging and annual inventorying of all equipment and/or property that is furnished by CDPH or purchased/reimbursed with funds provided through this Agreement. Upon receipt of equipment and/or property, the 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 CDPH's 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. Page 5 of 25 CDPH Exhibit D(F)(9/09) 9 i California Department of Public Health-Special TerrA$Ta & flifions Exhibit D (F) f. Within sixty (60) calendar days prior to the termination or end of this Agreement, the Contractor shall provide a final inventory report of equipment and/or property to the CDPH Program Contract Manager and shall, at that time, query CDPH as to the requirements, including the manner and method, of returning state equipment and/or property to CDPH. Final disposition of equipment and/or property shall be at 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 CDPH. (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)(9/09) Page 6 of 25 i E i l f I i California Department of Public Health-Special TerMA69KR9jditions Exhibit D (F) i (e) The Contractor and/or Subcontractor, if not a self-insured government and/or public entity, must provide evidence,that any required certificates of insurance contain the following provisions: [1] The insurer will not cancel the insured's coverage without giving thirty(30)calendar days prior written notice to the State (California Department of Public Health(CDPH)). [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 dqs ca gov/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)(9/09) Page 7 of 25 i California Department of Public Health-Special TerrAsTWO Exhibit D (F) i (1) Upon receipt of a written notice from CDPH requiring the substitution and/or termination of a subcontract, the Contractor shall take steps to ensure the completion of any work in progress and select a replacement, if applicable, within 30 calendar days, unless a longer period is agreed to by CDPH. i c. Actual subcontracts (i.e., written agreement between the Contractor and a subcontractor) of $5,000 or i 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. I d. Contractor shall maintain a copy of each subcontract entered into in support of this Agreement and shall, 9 upon request by CDPH,make copies available for approval, inspection,or audit. 1 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." j Y 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. j 7. Audit and Record Retention (Applicable to agreements in excess of$10,000.) j s 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)(9/09) Page 8 of 25 z l a i i j I 3 i B California Department of Public Health-Special TerrATTwAI5gj0qionS Exhibit D (F) I review and to copy any records and supporting documentation pertaining to the performance of this Agreement. Contractor agrees to allow the auditor(s) access to such records during normal business hours and to allow interviews of any employees who might reasonably have information related to such records. Further, the Contractor agrees to include a similar right of the State to audit records and interview staff in any subcontract related to performance of this Agreement. (GC 8546.7, CCR Title 2, 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. err g. The Contractor shall, if applicable, comply with the Single Audit Act and the audit reporting requirements set forth in OMB Circular A-133. 8. Site Inspection The State,through any authorized representatives, has the right at all reasonable times to inspect or otherwise evaluate the work performed or being performed hereunder including subcontract supported activities and the premises in which it is being performed. If any inspection or evaluation is made of the premises of the Contractor or Subcontractor, the Contractor 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 Exhibit D(F)(9109) Page 9 of 25 California Department of Public Health -Special TerWTA�A j*iltions Exhibit D (F) c. It is mutually agreed that if the Congress does not appropriate sufficient funds for the program, this Agreement shall be amended to reflect any reduction in funds. d. CDPH has the option to invalidate or cancel the Agreement with 30-days advance written notice or to amend the Agreement to reflect any reduction in funds. 10. intellectual Property Rights i j 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 j for any of the foregoing, inventions, trade secrets, trade dress, logos, insignia, color combinations, j 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, i or any other state,country or jurisdiction. j (a) For the purposes of the definition of Intellectual Property,"works"means all literary works,writings and printed matter including the medium by which they are recorded or reproduced, photographs, art work,pictorial and graphic representations and works of a similar nature, film, motion pictures, digital images, animation cells, and other audiovisual works including positives and negatives thereof, sound recordings,tapes, educational materials, interactive videos and any other materials or products created, produced, conceptualized and fixed in a tangible medium of expression. It includes preliminary and final products and any materials and information developed 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 j applicable to CDPH in the third-party's license agreement. (4) Contractor agrees to cooperate with CDPH in establishing or maintaining CDPH's exclusive rights in the Intellectual Property, and in assuring CDPH's sole rights against third parties with respect to the Intellectual Property. If the Contractor enters into any agreements or subcontracts with other parties in order to perform this Agreement, Contractor shall require the terms of the Agreement(s) to include all Intellectual Property provisions. Such terms must include, but are not limited to,the subcontractor assigning and agreeing to assign to 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. F g CDPH Exhibit D( )(9/0 ) Page 10 of 25 1 i i it California Department of Public Health-Special TerWVj-AC44LWOiitions Exhibit D (F) b. Retained Rights/License Rights (1) Except for Intellectual Property made, conceived, derived from, or reduced to practice by Contractor or CDPH and which result directly or indirectly from this Agreement, Contractor shall retain title to all of its Intellectual Property to the extent such Intellectual Property is in existence prior to the effective date of this Agreement. Contractor hereby grants to CDPH, without additional compensation, a permanent, non-exclusive, royalty free, paid-up, worldwide, irrevocable, perpetual, non-terminable license to use, reproduce, manufacture, sell, offer to sell, import, export, modify, publicly and privately display/perform, distribute, and dispose Contractor's Intellectual Property with the right to sublicense through multiple layers, for any purpose whatsoever, to the extent it is incorporated in the Intellectual Property resulting from this Agreement, unless Contractor assigns all rights, title and interest in the Intellectual Property as set forth herein. i (2) Nothing in this provision shall restrict, limit, or otherwise prevent Contractor from using any ideas, I 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. I 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 i 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 NOW Contractor or CDPH and which result directly or indirectly from this Agreement. a (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: V [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. 1 d. Patent Rights 3 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 Exhibit D(F)(9/09) Page 11 of 25 a i r r 't i California Department of Public Health -Special TerrfTikN& diltions Exhibit D(F) i Contractor's performance of this Agreement, Contractor shall obtain a license under terms acceptable to I CDPH. f. Warranties (1) Contractor represents and warrants that: i (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. i (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, I sites, locations, property or props that may be used or shown. (f) It has not granted and shall not grant to any person or entity any right that would or might derogate, encumber, or interfere with any of the rights granted to CDPH in this Agreement. (g) It has appropriate systems and controls in place to ensure that state funds will not be used in the performance of this Agreement for the acquisition, operation or maintenance of computer software in violation of copyright laws. (h) It has no knowledge of any outstanding claims, licenses or other charges, liens, or encumbrances °. of any kind or nature whatsoever that could affect in any way Contractor's performance of this Agreement. (2) CDPH MAKES NO WARRANTY THAT THE INTELLECTUAL PROPERTY RESULTING FROM THIS AGREEMENT DOES NOT INFRINGE UPON ANY PATENT, TRADEMARK, COPYRIGHT OR THE LIKE, NOW EXISTING OR SUBSEQUENTLY ISSUED. g. Intellectual Property Indemnity (1) Contractor shall indemnify, defend and hold harmless CDPH and its licensees and assignees, and its officers, directors, employees, agents, representatives, successors, and users of its products, ("Indemnitees") from and against all claims, actions, damages, losses, liabilities (or actions or proceedings with respect to any thereof), whether or not rightful, arising from any and all actions or claims by any third party or expenses related thereto (including, but not limited to, all legal expenses, court costs, and attorney's fees incurred in investigating, preparing, serving as a witness in, or defending against, any such claim, action, or proceeding, commenced or threatened)to which any of the Indemnitees may be subject, whether or not Contractor is a party to any pending or threatened litigation, which arise out of or are related to (i) the incorrectness or breach of any of the representations,warranties,covenants or agreements of Contractor pertaining to Intellectual Property; or (ii)any Intellectual Property infringement, or any other type of actual or alleged infringement claim, arising out of CDPH's use, reproduction, manufacture, sale, offer to sell, distribution, import, export, modification, public and private performance/display, license, and disposition of the Intellectual CDPH Exhibit D(F)(9109) Page 12 of 25 i I California Department of Public Health-Special Terr, l30 "jtions Exhibit D (F) Property made, conceived, derived from, or reduced to practice by Contractor or CDPH and which result directly or indirectly from this Agreement. This indemnity obligation shall apply irrespective of whether the infringement claim is based on a patent, trademark or copyright registration that issued after the effective date of this Agreement. CDPH reserves the right to participate in and/or control, at Contractor's expense, any such infringement action brought against CDPH. i (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 j reasonably and in good faith to preserve CDPH's right to use the licensed Intellectual Property in I 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 's is functionally equivalent to the original licensed Intellectual Property. If such remedies are not reasonably available, CDPH shall be entitled to a refund of all monies paid under this Agreement, without restriction or limitation of any other rights and remedies available at law or in equity. (3) Contractor agrees that damages alone would be inadequate to compensate CDPH for breach of any term of this Intellectual Property Exhibit by Contractor. Contractor acknowledges CDPH would suffer irreparable harm in the event of such breach and agrees CDPH shall be entitled to obtain equitable } relief, including without limitation an injunction, from a court of competent jurisdiction, without restriction or limitation of any other rights and remedies available at law or in equity. h. Federal Funding In any agreement funded in whole or in part by the federal government, CDPH may acquire and maintain the Intellectual Property rights,title,and ownership,which results directly or indirectly from the Agreement; l 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 a 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 j 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 1 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)(9/09) Page 13 of 25 a I t i California Department of Public Health-Special TerrATTmOfjiitions Exhibit D (F) i I i I 13. Confidentiality of Information a. The Contractor and its employees, agents, or subcontractors shall protect from unauthorized disclosure names and other identifying information concerning persons either receiving services pursuant to this Agreement or persons whose names or identifying information become available or are disclosed to the Contractor, its employees, agents, or subcontractors as a result of services performed under this Agreement, except for statistical information not identifying any such person. b. The Contractor and its employees, agents, or subcontractors shall not use such identifying information for any purpose other than carrying out the Contractor's obligations under this Agreement. c. The Contractor and its employees, agents, or subcontractors shall promptly transmit to the CDPH Program Contract Manager all requests for disclosure of such identifying information not emanating from r 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 l ' (Applicable to agreements over $5,000 under which publications, written reports and documents are developed or produced. Government Code Section 7550.) i 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 Chief's decision, the Contractor may appeal to the second level. (2) When appealing to the second level, the Contractor must prepare an appeal indicating the reasons for disagreement with Branch Chief's decision. The Contractor shall include with the appeal a copy of the Contractor's original statement of dispute along with any supporting evidence and a copy of the Branch Chief's decision. The appeal shall be addressed to the Deputy Director of the division in which I CDPH Exhibit D(F)(9/09) Page 14 of 25 i i California Department of Public Health-Special Terra-r,O ftons Exhibit D (F) organized within ten 10 working days from receipt of the Branch Chief's decision. The _ the branch is organ ( ) g y p Deputy Director of the division in which the branch is organized or his/her designee shall meet with the Contractor to review the issues raised. A written decision signed by the Deputy Director of the division in which the branch is organized or his/her designee shall be directed to the Contractor within twenty (20)working days of receipt of the Contractor's second level appeal. b. If the Contractor wishes to appeal the decision of the Deputy Director of the division in which the branch is organized or his/her designee, the Contractor shall follow the procedures set forth in Division 25.1 (commencing with Section 38050)of the Health and Safety Code and the regulations adopted thereunder. (Title 1, Subchapter 2.5,commencing with Section 251, 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 Contractor's 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 be completed by the end of the ninth month following the end of the audit period. The requirements of CDPH Exhibit D(F)(9/09) Page 15 of 25 i ment of Public Health-S p ecial Ter�A8A� i tions Exhibit D (F )California Depart this provision apply if: (a) The Contractor is a recipient expending Federal awards received directly from Federal awarding agencies,or (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 Contractor's 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 Nlk•✓' 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 agreements/grants in which performance, directly or through a subcontract/subaward, includes any tests or examination of materials derived from the human body.) CDPH Exhibit D(F)(9/09) Page 16 of 25 ons Exhibit D (F) California Department of Public Health Special Terrrd i By signing this Agreement, Contractor agrees that if any performance under this Agreement or any subcontract or subagreement includes any tests or examination of materials derived from the human body for I *moo, the purpose of providing information, diagnosis, prevention, treatment or assessment of disease, impairment, or health of a human being, all locations at which such examinations are performed shall meet the requirements of 42 U.S.C.Section 263a (CLIA)and the regulations thereunder. 's 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)(9/09) Page 17 of 25 California Department of Public Health-Special TerrA!FjAUhQpQfjions Exhibit D (F) 20. Smoke-Free Workplace Certification (Applicable to federally funded agreements/grants and subcontracts/subawards,that provide health, day care, ' early childhood development services, education or library services to children under 18 directly or through local governments.) a. Public Law 103-227, also known as the Pro-Children Act of 1994 (Act), requires that smoking not be permitted in any portion of any indoor facility owned or leased or contracted for by an entity and used routinely or regularly for the provision of health, day care, early childhood development services, education or library services to children under the age of 18, if the services are funded by federal programs either directly or through state or local governments, by federal grant,contract, loan, or loan guarantee. The law also applies to children's services that are provided in indoor facilities that are constructed, operated, or maintained with such federal funds. The law does not apply to children's services provided in private residences; portions of facilities used for inpatient drug or alcohol treatment; service providers whose sole source of applicable federal funds is Medicare or Medicaid; or facilities where WIC coupons are s 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. 1 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.) '3 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 t 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 ,l contingent fee. 22. Payment Withholds '7 (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 f of this Agreement. 23. Performance Evaluation t (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. Page 18 of 25 CDPH Exhibit D(F)(9/09) � Pa 9 t 4 j 1 fi 3 California Department of Public Health-Special Terr (Ofliitions Exhibit D (F) s j 24. Officials Not to Benefit No members of or delegate of Congress or the State Legislature shall be admitted to any share or part of this Agreement, or to any benefit that may arise therefrom. This provision shall not be construed to extend to this Agreement if made with a corporation for its general benefits. 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 t (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 3 following steps to further this goal. i (1) Ensure that small businesses, minority-owned firms, and women's business enterprises are used to the a 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 a 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.) f 1 i 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.) i CDPH Exhibit D(F)(9/09) Page 19 of 25 i a i i California Department of Public Health-Special TerrAvTA�t,0C4gKr0ions Exhibit D (F) 29. Union Organizing (Applicable only to grant agreements.) 3 Grantee, by signing this Agreement, hereby acknowledges the applicability of Government Code Sections 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.) i 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. 3 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. (6) Hardship pay. (7) Cost-of-living differentials c. Specific allowable fringe benefits include: (1) Fringe benefits in the form of employer contributions for the employer's portion of payroll taxes (i.e., FICA, SUI, SDI), employee health plans (i.e., health, dental and vision), unemployment insurance, worker's compensation insurance, and the employer's share of pension/retirement plans, provided they are granted in accordance with established written organization policies and meet all legal and Internal Revenue Service requirements. d. To be an allowable fringe benefit,the cost must meet the following criteria: (1) Be necessary and reasonable for the performance of the Agreement. (2) Be determined in accordance with generally accepted accounting principles. (3) Be consistent with policies that apply uniformly to all activities of the Contractor. e. Contractor agrees that all frinqe benefits shall be at actual cost. l CDPH Exhibit D(F)(9/09) Page 20 of 25 i ! California Department of Public Health-Special TerrA. -AQA&Rjftons Exhibit D (F) ± f. Earned/Accrued Compensation I (1) Compensation for vacation, sick leave and holidays is limited to that amount earned/accrued within the agreement term. Unused vacation, sick leave and holidays earned from periods prior to the t agreement term cannot be claimed as allowable costs. See Provision f(3)(a)for an example. (2) For multiple year agreements,vacation and sick leave compensation,which is earned/accrued but not paid, due to employee(s)not taking time off may be carried over and claimed within the overall term of the multiple years of the Agreement. Holidays cannot be carried over from one agreement year to the next. See Provision f(3)(b)for an example. ' (3) For single year agreements, vacation, sick leave and holiday compensation that is earned/accrued but not paid, due to employee(s) not taking time off within the term of the Agreement, cannot be claimed as an allowable cost. See Provision f(3)(c)for an example. (a) Example No. 1: z 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. a 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: j If during athree-year (multiple year) agreement, John Doe does not use his three weeks of j 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). `YNow, (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 3 3 (Applicable to federally funded agreements in excess of$100,000 per Section 1352 of the 31, U.S.C.) I 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: Page 21 of 25 CDPH Exhibit D(F)(9/09) 9 i I California Department of Public Health-Special Terrp� Q� teki4ions Exhibit D (F) (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; °'ire (b) A change in the person(s)or individuals(s)influencing or attempting to influence a covered federal action; or (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. s i f �I+ CDPH Exhibit D(F)(9109) Page 22 of 25 California Department of Public Health-Special Terq�AQAgW4ions Exhibit D (F) Attachment 1 STATE OF CALIFORNIA CALIFORNIA DEPARTMENT OF PUBLIC HEALTH CERTIFICATION REGARDING LOBBYING The undersigned certifies,to the best of his or her knowledge and belief,that: I (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$100,000 for each such failure. ? Name of Contractor Printed Name of Person Signing for Contractor Contract/Grant Number Signature of Person Signing for Contractor Date Title s 3 After execution by or on behalf of Contractor,please return to: California Department of Public Health i 3 I wa CDPH reserves the right to notifiy the contractor in writing of an alternate submission address. } a CDPH Exhibit D(F)(9/09) Page 23 of 25 x i California Department of Public Health-Special Terms a,* gjgP$ Exhibit D(F) Attachment 2 CERTIFICATION REGARDING LOBBYING Approved by OMB Complete this form to disclose lobbying activities pursuant to 31 U.S.C. 1352 ome-ONe (See reverse for public burden disclosure) i { 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. cooperative agreement C. post-award For Material Change Only: d. loan e. loan 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: 3 ❑Prime ❑Subawardee Tier _,if known: I Congressional District If known: Congressional District,If known: 6. Federal Department/Agency 7. Federal Program Name/Description: CDFA Number,if applicable: 8. Federal Action Number,if known: 9. Award Amount,if known: } 10.a. Name and Address of Lobbying Registrant b. Individuals Performing Services(including address if different from i (if individual,last name,first name,Ml): 108. (Last name,First name,Ml): 11. Information requested through this form is authorized by title 31 Si nature: U.S.C.section 1352.This disclosure of lobbying activities is a material 9 representation of fact upon which reliance was placed by the tier above when this transaction was made or entered into. This Print Name: disclosure is required pursuant to 31 U.S.C. 1352.This information Title: will be available for public inspection. required disclosure shall be subject to a not more than$100,000 for each such failure. Telephone No.: Date: Federal Use Only Authorized for Local Reproduction r Standard Form-LLL(Rev.7-97) CDPH Exhibit D(F)(9/09) Page 24 of 25 California Department of Public Health-Special Terms"R&WgjWf Exhibit D (F) INSTRUCTIONS FOR COMPLETION OF SF-LLL,DISCLOSURE OF LOBBYING ACTIVITIES \..�is disclosure form shall be completed by the reporting entity,whether subawardee or prime Federal recipient,at the initiation or receipt of a covered Federal action,or a material 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 lobbying entity 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 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 of a covered Federal action. 2. Identify the status of the covered Federal action. 3. Identify the appropriate classification of this report If this is a follow-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 previously submitted report by this reporting entity for this covered Federal action. 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 it 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 1 st tier. Subawards include but are not limited to subcontracts,subgrants and contract awards under grants. 5. If the organization filing the report in item 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,if 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 loan 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 (IFB)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 award/loan commitment for the prime entity identified in item 4 or 5. 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 individual(s)performing services,and include full address if different from 10(a).Enter Last Name,First Name,and Middle Initial (MI). 11. The certifying official shall sign and dale 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)(9109) Page 25 of 25 ATTACHMENT City of San Bernardino Parks, Recreation and Community Services Department 10-10075 Exhibit E Additional Provisions 1. Additional Incorporated Exhibits A. The following documents and any subsequent updates are not attached, but are incorporated herein and made a part hereof by this reference. These documents may be updated periodically by CDPH, as required by program directives. CDPH shall provide the Contractor with copies of said documents and any periodic updates thereto, under separate cover. CDPH will maintain on file, all documents referenced herein and any subsequent updates. 1) State Share Budget(s) (signed and approved as final by the Contractor) 2) Local Incentive Award Program Guidelines Manual 3) Network for a Healthy California Program Letters and any revisions thereto. 4) United States Department of Agriculture State Supplemental Nutrition Assistance Program Education (SNAP-Ed) Plan Guidance. 2. Cancellation/Termination A. This agreement may be cancelled by CDPH or Contractor without cause upon 30 calendar days advance written notice to the Contractor. B. CDPH reserves the right to cancel or terminate this agreement immediately for cause. The Contractor may submit a written request to terminate this agreement only if CDPH substantially fails to perform its responsibilities as provided herein. C. The term "for cause" shall mean that the Contractor fails to meet the terms, conditions, and/or responsibilities of this agreement. D. Agreement termination or cancellation shall be effective as of the date indicated in CDPH's notification to the Contractor. The notice shall stipulate any final performance, invoicing or payment requirements. E. Upon receipt of a notice of termination or cancellation, the Contractor shall take immediate steps to stop performance and to cancel or reduce subsequent agreement costs. F. In the event of early termination or cancellation, the Contractor shall be entitled to compensation for services performed satisfactorily under this agreement and expenses incurred up to the date of cancellation and any non-cancelable obligations incurred in support of this agreement. 3. Avoidance of Conflicts of Interest by Contractor A. CDPH intends to avoid any real or apparent conflict of interest on the part of the Contractor, subcontractors, or employees, officers and directors of the Contractor or subcontractors. Thus, CDPH reserves the right to determine, at its sole discretion, whether any information, assertion, or claim received from any source indicates the existence of a real or apparent conflict of interest; and, if a conflict is found to exist, to require the Contractor to submit additional information or a plan for resolving the conflict, subject to prior CDPH review and approval. Page 1 of 2 ATTACHMENT1 City of San Bernardino Parks, Recreation and Community Services Department 10-10075 Exhibit E Additional Provisions B. Conflicts of interest include, but are not limited to: 1) An instance where the Contractor or any of its subcontractors, or any employee, officer, or director of the Contractor or any subcontractor has an interest, financial or otherwise, whereby the use or disclosure of information obtained while performing services under the agreement would allow for private or personal benefit or for any purpose that is contrary to the goals and objectives of the agreement. 2) An instance where the Contractor's or any subcontractor's employees, officers, or directors use their positions for purposes that are, or give the appearance of being, motivated by a desire for private gain for themselves or others, such as those with whom they have family, business or other ties. C. If CDPH is or becomes aware of a known or suspected conflict of interest, the Contractor will be given an opportunity to submit additional information or to resolve the conflict. A Contractor with a suspected conflict of interest under this agreement will have five (5) working days from the date of notification of the conflict by CDPH to provide complete information regarding the suspected conflict. If a conflict of interest is determined to exist by CDPH and cannot be resolved to the satisfaction of CDPH, the conflict will be grounds for terminating the agreement. CDPH may, at its discretion upon receipt of a written request from the Contractor, authorize an extension of the timeline indicated herein. 4. Freeze Exemptions (Applicable only to local government agencies.) A. Contractor agrees that any hiring freeze adopted during the term of this agreement shall not be applied to the positions funded, in whole or part, by this agreement. B. Contractor agrees not to implement any personnel policy, which may adversely affect performance or the positions funded, in whole or pan`., by this agreement. C. Contractor agrees that any travel freeze or travel limitation policy adopted during the term of this agreement shall not restrict travel funded, in whole or part, by this agreement. D. Contractor agrees that any purchasing freeze or purchase limitation policy adopted during the term of this agreement shall not restrict or limit purchases funded, in whole or part, by this agreement. Page 2 of 2 t t t I I I ATTACHMENT State of Califomia—Health and Human Services Agency California Department of Public Health Exhibit F � Contractor's Release Instructions to Contractor: I'I 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 10-10075 entered into between the California Department of Public Health(CDPH) and the Contractor(identified below),the Contractor does acknowledge that final payment has been requested via invoice number(s) , in the amount(s)of$ and dated If necessary,enter"See Attached"in the appropriate blocks and attach a list of invoice numbers, dollar amounts and invoice dates. Release of all Obligations By signing this form,and upon receipt of the amount specified in the invoice number(s)referenced above,the Contractor does hereby release and discharge the State, its officers,agents and employees of and from any and all liabilities, obligations, claims,and demands whatsoever arising from the above referenced contract. Repayments Due to Audit Exceptions/Record Retention By signing this form,Contractor acknowledges that expenses authorized for reimbursement does not guarantee final allowability of said expenses. Contractor agrees that the amount of any sustained audit exceptions resulting from any subsequent audit made after final payment will be refunded to the State. All expense and accounting records related to the above referenced contract must be maintained for audit purposes for no less than three years beyond the date of final payment, unless a longer term is stated in said contract. Recycled Product Use Certification By signing this form,Contractor certifies under penalty of perjury that a minimum of 0%unless otherwise specified in writing of post consumer material,as defined in the Public Contract Code Section 12200, in products, materials,goods, or supplies offered or sold to the State regardless of whether it meets the requirements of Public Contract Code Section 12209. Contractor specifies that printer or duplication cartridges offered or sold to the State comply with the requirements of Section 12156(e). Reminder to Return State Equipment/Property(if Applicable) (Applies only if equipment was provided by CDPH or purchased with or reimbursed by contract funds) Unless CDPH has approved the continued use and possession of State equipment(as defined in the above referenced contract)for use in connection with another CDPH agreement,Contractor agrees to promptly initiate arrangements to account for and return said equipment to CDPH,at CDPH's expense, if said equipment has not passed its useful life expectancy as defined in the above referenced contract. Patents/Other Issues By signing this form,Contractor further agrees, in connection with patent matters and with any claims that are not specifically released as set forth above,that it will comply with all of the provisions contained in the above referenced contract, including, but not limited to,those provisions relating to notification to the State and related to the defense or prosecution of litigation. ONLY SIGN AND DATE THIS DOCUMENT WHEN ATTACHING IT TO THE FINAL INVOICE Contractor's Legal Name(as on contract): San Bernardino Parks Recreation &Community Svcs. Dept. Signature of Contractor or Official Designee: Date: Printed Name/Title of Person Signing: Distribution: Accounting(Original) Program CDPH 2352(7107) ATTACHMENT 1 ^alifornia Department of Public Health Exhibit G Travel Reimbursement Information Nrr (Mileage Reimbursement Decrease Effective 1/1/10) III 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 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 personnel spends the largest portion of their working time and returns to upon the completion of assignments. 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 fractional part of a period of more than 24 hours. Consult the chart appearing on Page 2 of this exhibit to determine the reimbursement allowance. All lodging reimbursement claims must be supported by a receipt*. If a contractor does not or cannot present receipts, lodging expenses will not be reimbursed. (1) Lodging (with receipts*): i Travel Location/Area Reimbursement Rate Statewide(excluding the counties identified below) $ 84.00 plus tax Counties of Los Angeles and San Diego $110.00 plus tax Counties of Alameda, San Francisco, San Mateo, and Santa Clara $140.00 plus tax 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 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 lodging receipt from a lodging establishment. (2) Meal/Supplemental Expenses(with or without receipts): With receipts, the contractor will be reimbursed actual amounts spent up to the maximum for each full 24-hour period of travel. Meal/Expense Reimbursement Rate Breakfast $ 6.00 Lunch $ 10.00 Dinner $ 18.00 Incidental expenses $ 6.00 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). e. In computing allowances for continuous periods of travel of less than 24 hours, consult the chart appearing on Page 2 of this exhibit. i 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. CDPH CMU 01 (01/10) Page 1 of 2 i ATTACHMENT Travel Reimbursement Information (Continued) 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. 4. Note on use of autos: If a contractor uses his/her or a company car for transportation,the rate of reimbursement will be 50 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. 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 travel documentation. 6. Contractors are to consult with the program with which the contract is held to obtain specific invoicing procedures. Per Diem Reimbursement Guide Length of travel This condition exists... Allowable Meal(s) period Less than 24 hours Trip begins at or before 6 a.m. and ends at or after 9 a.m. Breakfast may be claimed. Less than 24 hours Trip begins at or before 4 p.m. and ends at or after 7 p.m. Dinner may be claimed. „. ; Contractor may not claim lunch or incidentals on one-day trips. Wh `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. 24 hours Trip begins at or before 11 a.m. Lunch may be claimed. 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. More than 24 hours Trip ends at or after 2 p.m. Lunch may be claimed. More than 24 hours Trip ends at or after 7 p.m. Dinner may be claimed. Contractor may not claim meals provided by the State, meals included in hotel expenses or conference fees, meals included in transportation.costs such as airline tickets, or meals that are otherwise provided. Snacks and continental breakfasts such as rolls,juice, and coffee are not considered to be meals. CDPH CMU 01 (01/10) Page 2 of 2 i l ATTACHMENT AOMN s City of San Bernardino Parks, Recreation and Community Services Department 10-10075 i Exhibit H Information Privacy and Security Requirements (For Non-HIPAA/HITECH Act Contracts) This Information Privacy and Security Requirements Exhibit (For Non-HIPAA/HITECH Act Contracts) (hereinafter referred to as "this Exhibit") sets forth the information privacy and security requirements Contractor is obligated to follow with respect to all personal and confidential information (as defined herein) disclosed to Contractor, or collected ,created, stored, transmitted or used by Contractor for or on behalf of the California Department of Public Health (hereinafter "CDPH"), pursuant to Contractor's agreement with CDPH. (Such personal and confidential information is referred to herein collectively as"CDPH PCI".) CDPH and Contractor desire to protect the privacy and provide for the security of CDPH PCI pursuant to this Privacy Exhibit and in compliance with state and federal laws applicable to the CDPH PCI. I. Order of Precedence: With respect to information privacy and security requirements for all CDPH PCI, the terms and conditions of this Exhibit shall take precedence over any conflicting terms or conditions set forth in any other part of the agreement between Contractor and CDPH, including Exhibit A (Scope of Work), all other exhibits and any other attachments, and shall prevail over any such conflicting terms or conditions. ll. Affect on lower tier transactions: The terms of this Exhibit shall apply to all contracts, subcontracts, and subawards, regardless of whether they are for the acquisition of services, goods, or commodities. When applicable the Contractor shall incorporate the relevant provisions of this Exhibit into each subcontract or subaward to its agents, subcontractors, or independent consultants. III. Definitions: For purposes of the agreement between Contractor and CDPH, including this Exhibit, the following definitions shall apply: t A. Breach: "Breach" means: 1. the acquisition, access, use, or disclosure of CDPH PCI, in any medium (paper, electronic, oral), in violation of any state or federal law or in a manner not permitted under the agreement between Contractor and CDPH, including this Exhibit, that compromises the privacy, security or integrity of the information. For purposes of this definition, "compromises the privacy, security or integrity of the information" means poses a significant risk of financial, reputational, 1 or other harm to an individual or individuals; or 2. the same as the definition of"breach of the security of the system" set forth in California Civil Code section 1798.29(d). B. Confidential Information: "Confidential information" means information that: i 1. does not meet the definition of "public records" set forth in California Government Code section 6252(e), or is exempt from disclosure under any of the provisions of Section 6250, et seq. of he California Government Code or any other applicable state or federal laws; or i 2. is contained in documents, files, folders, books or records that are clearly labeled, marked or designated with the word "confidential" by CDPH; or 3. is "personal information" as defined in this Exhibit. C. Disclosure: "Disclosure" means the release, transfer, provision of, access to, or divulging in any other manner of information. CDPH IPSR(2/10) Page 1 of 10 i i E i 6 I I ATTACHMENT 1 City of San Bernardino Parks, Recreation and Community Services Department 10-10075 Exhibit H Information Privacy and Security Requirements (For Non-HIPAA/HITECH Act Contracts) D. Personal Information: "Personal information" means information, in any medium (paper, electronic, oral)that: 1. by itself directly identifies or uniquely describes an individual; or 2. creates a substantial risk that it could be used in combination with other information to indirectly identify or uniquely describe an individual, or link an individual to the other information; or } 3. meets the definition of "personal information" set forth in California Civil Code section 1798.3(a) or 4. is one of the data elements set forth in California Civil Code section 1798.29(e)(1),(2) or(3); or 5, meets the definition of "medical information" set forth in either California Civil Code section 1798.29(f)(2) or California Civil Code section 56.05(g); or 6. meets the definition of"health insurance information" set forth in California Civil Code section 1798.29(f)(3). E. Security Incident: "Security Incident" means: 1. an attempted breach; or 2. the attempted or successful modification or destruction of CDPH PCI, in violation of any state or federal law or in a manner not permitted under the agreement between Contractor and CDPH, (including this Exhibit; or 3. the attempted or successful modification or destruction of, or interference with, Contractor's system operations in an information technology system, that negatively impacts the confidentiality, availability or integrity of CDPH PCI, or hinders or makes impossible Contractor's receipt, collection ,creation, storage, transmission or use of PCI by Contractor for or on behalf of CDPH, pursuant to Contractor's agreement with CDPH, including this Exhibit. F. Use: "Use" means the sharing, employment, application, utilization, examination, or analysis of information. g IV. Disclosure Restrictions: The Contractor and its employees, agents, or subcontractors shall protect from unauthorized disclosure any CDPH PCI. The Contractor shall not disclose, except as otherwise specifically permitted by the agreement between Contractor and CDPH (including this Exhibit) , any CDPH PCI 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. V. Use Restrictions: The Contractor and its employees, agents, or subcontractors shall not use any CDPH PCI for any purpose other than carrying out the Contractor's obligations under its agreement with CDPH. VI. Safeguards: The Contractor shall implement administrative, physical, and technical safeguards that reasonably and appropriately protect the privacy, confidentiality, security, integrity, and availability of CDPH PCI, including electronic or computerized CDPH PCI. The Contractor shall develop and maintain a written information privacy and security program that includes administrative, technical and physical safeguards appropriate to the size and complexity of the Contractor's operations and the nature and scope of its activities in performing its agreement with CDPH, including this Exhibit, and which incorporates the requirements of Section VII, Security, below. Contractor shall provide CDPH with Contractor's current and updated policies. CDPH IPSR(2110) Page 2 of 10 ATTACHMENT City of San Bernardino Parks, Recreation and Community Services Department 10-10075 Exhibit H Information Privacy and Security Requirements (For Non-HIPAA/HITECH Act Contracts) VII. Securit : The Contractor shall take any and all steps necessary to ensure the continuous security of all computerized data systems containing CDPH PCI. These steps shall include, at a minimum: A. complying with all of the data system security precautions listed in the Contractor Data Security Standards set forth in Attachment 1 to this Exhibit; B. providing a level and scope of security that is at least comparable to the level and scope of security established by the Office of Management and Budget in OMB Circular No. A-130, Appendix III- Security of Federal Automated Information Systems, which sets forth guidelines for automated information systems in Federal agencies; and In case of a conflict between any of the security standards contained in any of these enumerated sources of security standards, the most stringent shall apply. The most stringent means that safeguard which provides the highest level of protection to CDPH PCI from breaches and security incidents. VIII. Security Officer: The Contractor shall designate a Security Officer to oversee its compliance with this Exhibit and for communicating with CDPH on matters concerning this Exhibit. 1 X. Training: The Contractor shall provide training on its obligations under this Exhibit, at its own expense, to all of its employees who assist in the performance of Contractor's obligations under Contractor's agreement with CDPH, including this Exhibit, or otherwise use or disclose CDPH PCI. ) A. The Contractor shall require each employee who receives training to sign a certification, indicating the employee's name and the date on which the training was completed. B. The Contractor shall retain each employee's written certifications for CDPH inspection for a period of three years following contract termination. X. Employee Discipline: Contractor shall discipline such employees and other Contractor workforce members who intentionally violate any provisions of this Exhibit, including by termination of employment. XI. Breach and Security Incident Responsibilities: A. Notification to CDPH of Breach or Security Incident: The Contractor shall notify CDPH immediately by telephone call plus email or fax upon the discovery of a breach (as defined in this Exhibit), or within twenty-four (24) hours by email or fax of the discovery of any security incident (as defined in this Exhibit). Notification shall be provided to the CDPH Program Contract Manager, the CDPH Privacy Officer and the CDPH Chief Information Security Officer, using the contact information listed in Section XI(E), below. If the breach or security incident occurs after business hours or on a weekend or holiday and involves CDPH PCI in electronic or computerized form, notification to CDPH shall be provided by calling the CDPH IIT Service Desk at the telephone numbers listed in Section XI(E), below For purposes of this Section, breaches and security incidents shall be treated as discovered by Contractor as of the first day on which such breach or security incident is known to the Contractor, or, by exercising reasonable diligence would have been known to the Contractor. A Contractor shall be deemed to have knowledge of a breach or security incident if such breach or security incident is known, or by exercising reasonable diligence would have been known, to any person, other than the person committing the breach or security incident, who is an employee or agent of the Contractor. CDPH IPSR(2/10) Page 3 of 10 ATTACHMENT City of San Bernardino Parks, Recreation and Community s Services Department 10-10075 Exhibit H Information Privacy and Security Requirements (For Non-HIPAA/HITECH Act Contracts) Contractor shall take: 1. prompt corrective action to mitigate any risks or damages involved with the breach or security incident and to protect the operating environment; and 2. any action pertaining to a breach required by applicable federal and state laws, including, specifically, California Civil Code section 1798.29. B. Investigation of Breach: The Contractor shall immediately investigate such breach or security incident, and within seventy-two (72) hours of the discovery, shall inform the CDPH Program Contract Manager, the CDPH Privacy Officer, and the CDPH Chief Information Security Officer of: 1. what data elements were involved and the extent of the data involved in the breach, including, specifically, the number of individuals whose personal information was breached; and 2. a description of the unauthorized persons known or reasonably believed to have improperly used the CDPH PCI and/or a description of the unauthorized persons known or reasonably believed to have improperly accessed or acquired the CDPH PCI, or to whom it is known or reasonably believe have had the CDPH PCI improperly disclosed to them; and 3. a description of where the CDPH PCI is believed to have been improperly used or NNOW disclosed; and 4. a description of the probable causes of the breach or security incident; and 5. whether Civil Code sections 1798.29 or any other federal or state laws requiring individual notifications of breaches have been triggered. C. Written Report: The Contractor shall provide a written report of the investigation to the CDPH Program Contract Manager, the CDPH Privacy Officer, and the CDPH Chief Information Security Officer within five (5) working days of the discovery of the breach or security incident. The report shall include, but not be limited to, the information specified above, as well as a full, detailed 4 corrective action plan, including information on measures that were taken to halt and/or contain the breach or security incident, and measures to be taken to prevent the recurrence of such breach or security incident. D. Notification to Individuals: If notification to individuals whose information was breached is required t under state or federal law, and regardless of whether Contractor is considered only a custodian and/or non-owner of the CDPH PCI, Contractor shall, at its sole expense, and at the sole election of CDPH, either: l 1. make notification to the individuals affected by the breach (including substitute notification), pursuant to the content and timeliness provisions of such applicable state or federal breach notice laws. The CDPH Privacy Officer shall approve the time, manner and content of any such notifications, prior to the transmission of such notifications to the individuals; or 2. cooperate with and assist CDPH in its notification (including substitute notification) to the individuals affected by the breach. E. CDPH Contact Information: To direct communications to the above referenced CDPH staff, the Contractor shall initiate contact as indicated herein. CDPH reserves the right to make changes to CDPH IPSR(2/10) Page 4 of 10 i ATTACHMENT City of San Bernardino Parks, Recreation and Community Services Department 10-10075 Exhibit H Information Privacy and Security Requirements (For Non-HIPAA/HITECH Act Contracts) the contact information below by giving written notice to the Contractor. Said changes shall not require an amendment to this Exhibit or the agreement to which it is incorporated. CDPH Program CDPH Privacy Officer CDPH Chief Information Contract Security Officer(and CDPH IT Manager Service Desk) See the Scope of Privacy Officer Chief Information Security Officer Work exhibit for Privacy Office, c/o Office of Legal Information Security Office Program Contract Services California Department of Public Manager California Department of Public Health Health P.O. Box 997413, MS 6302 P.O. Box 997377, MS 0506 Sacramento, CA 95899-7413 Sacramento, CA 95899-7377 Email: cdphisoacdph.ca.gov Email: privacyacdph.ca.gov Telephone: IT Service Desk Telephone: (877)421-9634 (916)440-7000 or (800) 579-0874 XII. Documentation of Disclosures for Requests for Accounting: Contractor shall document and make available to CDPH or (at the direction of CDPH) to an Individual such disclosures of CDPH PCI, and information related to such disclosures, necessary to respond to a proper request by the subject Individual for an accounting of disclosures of personal information as required by applicable state or federal law. XIII. Requests for CDPH PCI by Third Parties: The Contractor and its employees, agents, or subcontractors shall promptly transmit to the CDPH Program Contract Manager all requests for disclosure of any CDPH PCI emanating from third parties to the agreement between Contractor and CDPH (and not emanating from an Individual for an accounting of disclosures of personal information pursuant to applicable state or federal law). XIV. Audits, Inspection and Enforcement: From time to time, CDPH may inspect the facilities, systems, books and records of Contractor to monitor compliance with this Exhibit. Contractor shall promptly remedy any violation of any provision of this Exhibit and shall certify the same to the CDPH Program Contract Manager in writing. The fact that CDPH inspects, or fails to inspect, or has the right to inspect, Contractor's facilities, systems and procedures does not relieve Contractor of its responsibility to comply with this Exhibit, nor does CDPH's: A. Failure to detect or B. Detection, but failure to notify Contractor or require Contractor's remediation of any unsatisfactory practices constitute acceptance of such practice or a waiver of CDPH's enforcement rights under the agreement and this Exhibit. V. Indemnification: Contractor shall indemnify, hold harmless and defend CDPH from and against any and all claims, losses, liabilities, damages, costs and other expenses (including attorneys fees) that result from or arise directly or indirectly out of or in connection with any negligent act or omission or willful misconduct of Contractor, its officers, employees, agents or subcontractors relative to the CDPH PCI, CDPH IPSR(2/10) Page 5 of 10 i ATTACHMENT City of San Bernardino Parks, Recreation and Community Services Department 10-10075 Exhibit H Information Privacy and Security Requirements (For Non-HIPAA/H]TECH Act Contracts) including without limitation, any violation s of Contractor's responsibilities under the agreement between it and CDPH, including this Exhibit, with respect to the CDPH PCI. XVI. Termination: A. Termination Upon Breach: A breach by Contractor of any provision of the Exhibit, as determined by CDPH, shall constitute a material breach of the agreement between Contractor and CDPH and grounds for immediate termination of the agreement by CDPH. At its sole discretion, CDPH may give Contractor 30 days to cure the breach. B. Judicial or Administrative Proceedings: Contractor will notify CDPH if it is named as a defendant in a criminal proceeding related to a violation of this Exhibit. CDPH may terminate the agreement between Contractor and CDPH if Contractor is found guilty of a criminal violation related to a violation of this Exhibit. CDPH may terminate the agreement if a finding or stipulation that the Contractor has violated any security or privacy laws is made in any administrative or civil proceeding in which the Contractor is a party or has been joined. XVII. Return or Destruction of CDPH PCI on Expiration or Termination: On expiration or termination of the agreement between Contractor and CDPH for any reason, Contractor shall return or destroy the CDPH PCI. If return or destruction is not feasible, Contractor shall explain to CDPH why, in writing, to the CDPH �r Program Contract Manager, the CDPH Privacy Officer and the CDPH Chief Information Security Officer, using the contact information listed in Section XI(c), above. A. Retention Required by Law: If Required by state or federal law, Contractor may retain, after expiration or termination, CDPH PCI for the time specified as necessary to comply with the law. B. Obligations Continue Until Return or Destruction: Contractor's obligations under this Exhibit shall continue until Contractor destroys the CDPH PCI or returns the CDPH PCI to CDPH; provided however, that on expiration or termination of the agreement between Contractor and CDPH, Contractor shall not further use or disclose the CDPH PCI except as Required by state or federal law. C. Notification of Election to Destroy CDPH PCI: Contractor elects to destroy the CDPH PCI, Contractor shall certify in writing, to the CDPH Program Contract Manager, the CDPH Privacy Officer and the CDPH Chief Information Security Officer, using the contact information listed in Section XI(c), above. that the CDPH PCI has been destroyed. XVIII. Amendment: The parties acknowledge that Federal and State laws relating to information security and privacy are rapidly evolving and that amendment of this Exhibit may be required to provide for procedures to ensure compliance with such laws. The parties specifically agree to take such action as is necessary to implement new standards and requirements imposed by regulations and other applicable laws relating _ to the security or privacy of CDPH PCI. Upon CDPH' request, Contractor agrees to promptly enter into negotiations with CDPH concerning an amendment to this Exhibit embodying written assurances consistent with new standards and requirements imposed by regulations and other applicable laws. CDPH may terminate this agreement upon thirty(30) days written notice in the event: CDPH IPSR(2/10) Page 6 of 10 x i ATTACHMENT City of San Bernardino Parks, Recreation and Community Services Department 10-10075 Exhibit H Information Privacy and Security Requirements (For Non-HIPAA/HITECH Act Contracts) A. Contractor does not promptly enter into negotiations to amend this Exhibit when requested by CDPH pursuant to this Section or B. Contractor does not enter into an amendment providing assurances regarding the safeguarding of CDPH PCI that CDPH in its sole discretion deems sufficient to satisfy the standards and requirements of applicable laws and regulations relating to the security or privacy of CDPH PCI. XIX. Assistance in Litigation or Administrative Proceedings: Contractor shall make itself and any subcontractors, employees or agents assisting Contractor in the performance of its obligations under the agreement between Contractor and CDPH, available to CDPH at no cost to CDPH to testify as witnesses, or otherwise, in the event of litigation or administrative proceedings being commenced against CDPH, its director, officers or employees based upon claimed violation of laws relating to security and privacy, which involves inactions or actions by the Contractor, except where Contractor or its subcontractor, employee or agent is a named adverse party. XX. Disclaimer: CDPH makes no warranty or representation that compliance by Contractor with this Exhibit will be adequate or satisfactory for Contractor's own purposes or that any information in Contractor's possession or control, or transmitted or received by Contractor, is or will be secure from unauthorized use or disclosure. Contractor is solely responsible for all decisions made by Contractor regarding the safeguarding of CDPH PCI. XI. No Third-Party Beneficiaries: Nothing express or implied in the terms and conditions of this Exhibit is intended to confer, nor shall anything herein confer, upon any person other than CDPH or Contractor and their respective successors or assignees, any rights, remedies, obligations or liabilities whatsoever. XXII. Interpretation: The terms and conditions in this Exhibit shall be interpreted as broadly as necessary to implement and comply with regulations and applicable State laws. The parties agree that any ambiguity in the terms and conditions of this Exhibit shall be resolved in favor of a meaning that complies and is consistent with Federal and State regulations. XXIII. Survival: The respective rights and obligations of Contractor under Sections VI, VII and XI of this Exhibit shall survive the termination or expiration of the agreement between Contractor and CDPH. CDPH IPSR(2/10) Page 7 of 10 ATTACHMENT City of San Bernardino Parks, Recreation and Community Services Department 10-10075 Exhibit H Information Privacy and Security Requirements (For Non-HIPAA/HITECH Act Contracts) Attachment 1 Contractor Data Security Standards 1. General Security Controls a. Confidentiality Statement. All persons that will be working with CDPH PCI must sign a confidentiality statement. The statement must include at a minimum, General Use, Security and Privacy safeguards, Unacceptable Use, and Enforcement Policies. The statement must be signed by the workforce member prior to access to CDPH PCI. The statement must be renewed annually. The Contractor shall retain each person's written confidentiality statement for CDPH inspection for a period of three (3)years following contract termination. b. Background check. Before a member of the Contractor's workforce may access CDPH PCI, Contractor must conduct a thorough background check of that worker and evaluate the results to assure that there is no indication that the worker may present a risk for theft of confidential data. The Contractor shall retain each workforce member's background check documentation for a period of three (3)years following contract termination. c. Workstation/Laptop encryption. All workstations and laptops that process and/or store CDPH PCI must be encrypted using a RIPS 140-2 certified algorithm, such as Advanced Encryption Standard (AES), with a 128bit key or higher. The encryption solution must be full disk unless approved by the CDPH Information Security Office. d. Server Security. Servers containing unencrypted CDPH PCI must have sufficient administrative, physical, and technical controls in place to protect that data, based upon a risk assessment/system security review. e. Minimum Necessary. Only the minimum necessary amount of CDPH PCI required to perform necessary business functions may be copied, downloaded, or exported. f. Removable media devices. All electronic files that contain CDPH PCI data must be encrypted when stored on any removable media or portable device (i.e. USB thumb drives, floppies, CD/DVD, Blackberry, backup tapes etc.). Must be encrypted using a FIPS 140-2 certified algorithm, such as Advanced Encryption Standard (AES), with a 128bit key or higher g. Antivirus software. All workstations, laptops and other systems that process and/or store CDPH PCI must install and actively use comprehensive anti-virus software solution with automatic updates scheduled at least daily. h. Patch Management. All workstations, laptops and other systems that process and/or store CDPH PCI must have security patches applied, with system reboot if necessary. There must be a documented patch management process which determines installation timeframe based on risk assessment and vendor recommendations. At a maximum, all applicable patches must be installed within 30 days of vendor release. i. User IDs and Password Controls. All users must be issued a unique user name for accessing CDPH PCI. Username must be promptly disabled, deleted, or the password changed upon the transfer or termination of an employee with knowledge of the password. Passwords are not to be CDPH IPSR(2/10) Page 8 of 10 ATTACHMENT City of San Bernardino Parks, Recreation and Community Services Department 10-10075 Exhibit H Information Privacy and Security Requirements (For Non-HIPAA/H]TECH Act Contracts) shared. Must be at least eight characters. Must be a non-dictionary word. Must not be stored in readable format on the computer. Must be changed every 60 days. Must be changed if revealed or compromised. Must be composed of characters from at least three of the following four groups from the standard keyboard: • Upper case letters (A-Z) • Lower case letters (a-z) • Arabic numerals (0-9) • Non-alphanumeric characters(punctuation symbols) j. Data Sanitization. All CDPH PCI must be sanitized using NIST Special Publication 800-88 standard methods for data sanitization when the CDPH PSCI is no longer needed. 2. System Security Controls A. System Timeout. The system must provide an automatic timeout, requiring re-authentication of the user session after no more than 20 minutes of inactivity. B. Warning Banners. All systems containing CDPH PCI must display a warning banner stating that data is confidential, systems are logged, and system use is for business purposes only. User must be directed to log off the system if they do not agree with these requirements. C. System Logging. The system must maintain an automated audit trail which can identify the user or system process which initiates a request for CDPH PCI, or which alters CDPH PCI. The audit trail must be date and time stamped, must log both successful and failed accesses, must be read only, and must be restricted to authorized users. If CDPH PCI is stored in a database, database logging functionality must be enabled. Audit trail data must be archived for at least 3 years after occurrence. D. Access Controls. The system must use role based access controls for all user authentications, enforcing the principle of least privilege. E. Transmission encryption. All data transmissions of CDPH PCI outside the secure internal network must be encrypted using a FIPS 140-2 certified algorithm, such as Advanced Encryption Standard (AES), with a 128bit key or higher. Encryption can be end to end at the network level, or the data files containing CDPH PCI can be encrypted. This requirement pertains to any type of CDPH PCI in motion such as website access, file transfer, and E-Mail: F. Intrusion Detection. All systems involved in accessing, holding, transporting, and protecting CDPH PCI that are accessible via the Internet must be protected by a comprehensive intrusion detection and prevention solution. 3. Audit Controls A. System Security Review. All systems processing and/or storing CDPH PCI must have at least an annual system risk assessment/security review which provides assurance that administrative, physical, and technical controls are functioning effectively and providing adequate levels of protection. Reviews shall include vulnerability scanning tools. CDPH IPSR(2/10) Page 9 of 10 ATTACHMENT City of San Bernardino Parks, Recreation and Community Services Department 10-10075 Exhibit H Information Privacy and Security Requirements (For Non-HIPAA/HITECH Act Contracts) B. Log Reviews. All systems processing and/or storing CDPH PCI must have a routine procedure in place to review system logs for unauthorized access. C. Change Control. All systems processing and/or storing CDPH PCI must have a documented change control procedure that ensures separation of duties and protects the confidentiality, integrity and availability of data. I 4. Business Continuity/Disaster Recovery Controls a. Disaster Recovery. Contractor must establish a documented plan to enable continuation of critical business processes and protection of the security of electronic CDPH PCI in the event of an emergency. Emergency means any circumstance or situation that causes normal computer operations to become unavailable ailable for use in performing the work required uired under this agreement for more than 24 hours. b. Data Backup Plan. Contractor must have established documented procedures to backup CDPH PCI to maintain retrievable exact copies of CDPH PCI. The plan must include a regular schedule for making backups, storing backups offsite, an inventory of backup media, and the amount of time to restore CDPH PCI should it be lost. At a minimum, the schedule must be a weekly full backup and monthly offsite storage of CDPH data. 5. Paper Document Controls A. Supervision of Data. CDPH PCI in paper form shall not be left unattended at any time, unless it is locked in a file cabinet, file room, desk or office. Unattended means that information is not being observed by an employee authorized to access the information. CDPH PCI in paper form shall not be left unattended at any time in vehicles or planes and shall not be checked in baggage on commercial airplanes. B. Escorting Visitors. Visitors to areas where CDPH PCI is contained shall be escorted and CDPH PHI shall be kept out of sight while visitors are in the area. C. Confidential Destruction. CDPH PCI must be disposed of through confidential means, using NIST Special Publication 800-88 standard methods for data sanitization when the CDPH PSCI is no longer needed. D. Removal of Data. CDPH PCI must not be removed from the premises of the Contractor except with express written permission of CDPH. E. Faxing. Faxes containing CDPH PCI shall not be left unattended and fax machines shall be in secure areas. Faxes shall contain a confidentiality statement notifying persons receiving faxes in error to destroy them. Fax numbers shall be verified with the intended recipient before sending. Mailing. CDPH PCI shall only be mailed using secure methods. Large volume mailings of CDPH PHI shall be by a secure, bonded courier with signature required on receipt. Disks and other transportable media sent through the mail must be encrypted with a CDPH approved solution, such as a solution using a vendor product specified on the CSSI. CDPH IPSR(2/10) Page 10 of 10 \t { ( 66 { ° § 0 _ « e y E _ 4 ` f § 7 ® 0. c \ §� x § §# m - \ )�} � ■�_ \ \ % K« / E / « ( ( \ n 2 \ k \ / ui 2 2 5 _ •- 3 D §3 \ / \ } L & _,4 § U { o ° [ 2 / /2 $ } �_ f© � 3 ca- Lu 3 f & } § } =§2 \ } \ § 4 \ \ §° c / § § / § + 0 £ cc U_ q § / 7 / \ 2 ° w §!/ 0 \ \ j \ } /�)0.O k / / 0 §0. !$ / 0 2 m Iq e e _ 6o9l _ e _ _ a _ m _ m e C) � « ( z 0 \ w \ A 2 _ a. § 3 U 5 0 \ n 2 Zo / K - _ Of a § { Q 2 \ § \( � z co = M ! , O n » ) E u U / f } ƒ ` ( o _ E \ p / \ \ } \ \ / co ? ) ) \ ) o 2 ) - - - - c a o = § } ® & / ) % .0 _ e E ® 5 \ \ 2 ® / \ § f_ E \ ( \ \ � 2 \ \ / °»^ \ \ ) \ ((#k _ © t \ f f &� # _ / / e ) e Q §fL / ® ( { \ { 2E} ! / / m o 0 0 t } (L) CU (0 C O O p a) U C E (6^ ca'C 7 E O) O O Q o ° v M a0 C CO n- >, O (�0 LL O 2 (6Q N C .� QU�M TQO U T E a) N C a U 'o V C C a) _w p O EU (D 0- a) Cp ca U U (`4 C p O c L o a) (D ` a N ` U U U) � ' C a) - ? L L E Q � a) O C O ` a) Q) O C C).T _ (6 Q U C)C •` a) O t6 ti U d cB II L c C C (n _0 U 0 U 0 o O (Q N > U Z O C O a) c) (6 C — Q U (B Q C) a) p C o N ` O d N C L T N C a C Qcw�� 6 v'� a) voi °'o o > s E U a) 0 CD c ' U o U a 0> o Qo 0 -E a)L 0 a a > o a E Q >, M (Q Q) ` a) 0 en E N L .Lo V ` C O C '� p _ a) N M a) < O O � - O O N Cn L C . C a) -0 _ _ U° n L ° E oa) : cU ra E a) 3 E — a) a) � o a) c a) o O U) :3 MQits c M M— M a) O " E aa— = m U) a) U Q C: c E a o) axi o e`a aa)) - � Y m _ O T p ns C " 'C a) T a) T O X W a) a) C FD M � $ E U -r a) rn ^v m a) -o a � ti rn Cl) Q p O j U "a) �.- U)wo- U co M 0) a N U a) Q_ Q C C Q > 4 C O a = C)p 1� - p d L � .� .c o` er �_ a) U N M� a�i o 0 0 "'� ao Q � Q0 � V- c _ �+ C O.0 w y L C O v O > C h ` U a) p Q) �O CL a) C C C O C) a) ` T U O C1 _ T L ` 'C O a O ,� ) c to _ .N n a N c O w a) c o U M T O 2 n ct) >.(D a) C a) Q a (n d v c E Q �= E c v >, a L U) a) aZ � � ' a E U a) p � ° ° M C c (C .O 'C E D = -O a m a) Q c a) a C a)L LL ca C C 0 a) C U (Q M Q Z ° a) m Q) Q'O)a) O o � - (D _ +- a m T CL ( a M F O CQ p` a) ` p -M a) p C — ca C a)a�-� a) C OU 0 a) N U d � Q E ai = ° a�i o ° o c ° o _Via Z o� 2 co m ai E 0 c � a°i a M UciB O E 0 � v in o a d - c O � cu ° Q� o o _ vim : ° m ac) m U Cl) M N ` L ° c op NNvj v o � Q aa) ? E s a) -0 = '�=_ ca 0 c 0 — U E 1 a) = ° o a) �- 0o.EEc c ac a a) 00 a) Zcca a) ° a � aL � a) Q � —° � M CD L6 ca mJ Q O _Q 70 0 C M U U C i E a) o vOi ui� u) � m o E a) E U N t � o � E a)m � `� L0 a) o ° d C)° UO C E �C> E o ca c -0 L O p d M U c M rA U U •0 L) 0 O cD c M o "' '0--o C C =Q M r.. a) p L ... C 3 U E ^6 w Off (,-) Q C a) a) N O n O C _C = U 0 c C C O C Q C fn N C (� I� -C M U) C p Q c Oc O o d a) C C o a C Q T O M C) ` c M U.o U E p ) a a) () c .� a) > c� c ° a) m a E U a) � U M d � Q c� ° `� E � a) ° �� a`) c c 0- O a � Um o 2 � � � 0 � E � rnw a) >, a O CM Q � � = 0 -o o E c o a) a) O U E 0 v ° C) c d o).- a ° 0 •0 ca a) E:°� o = oa) � c� ns > m N c > _ NQ s 0) .0 U N -D L a) O E U p aa) >• 0 E E a) a) 0.� _ ` aa °r° M c N s c- "= E a) ca E rn . = c ^ 0 2 p oaa)) c aa) o U (D L) E N L a •- a) h n- ` D U1 N O o)o � c `2 E o L U) c E a) — E 'E cv — F- Q -6 Lo _c ° c >, a) a�o v- a) F- O N C C C' a '- a; C y c U (n CD a) U O (n p = a) () O C = � M Q) W 'p) C) W E O Z a) O C cn a) vi a) C) O O O .� U E L c M d " 0 ` .L-+ a) i U) L a) M > C Q Q (n a« m(a o f N O M c (A O �_ N vi U N E F- > O 0 O L C C)) a) _C 7 •- N � i ~ L E •-) 0- L 'a N p a) .�C) L O a" a) p a) T E ca a) — > • • F- u) U > > . ` C Q m cli c\O : c.o Q,0 E � w d Q ad ((n � .0 o C L C (SS Q o O a) 41 x F- (0 fn Ln D M aL. F- N M \ j) \§) ((` f � \ f - _ Q w { & CL \ Q )ƒf x X27 w z«» \ \ \ )�6 / z z - CO \ \ ƒ \ / �LLI m e,« / / / \ / §)o / - & } E . = m 3 m � - a / & % m o E . . Cy Lu x f � 0 w t 6 _e ( 3 K --°) { ® ® -6 ( MIL L § § % < 4 \ \ ! B L 2 / § § £ ) / u / / / 7 / / LL `U 7 U- ` _ _ _ ° & e )c� / i a- ƒ m ƒ \ q k 2) \ R m m m m m _ e e m _ w _3 / / / / 3 U. m & O « ( z ® ` O O \\ A 2 $§ m # )w a � 4 z ]t U w z6! G \ )/I f \ 0E z X61 w = E E ƒ k m \ ` #■ ± \ Cd \ \ - / \ t / \ t @ _ § |�! $ E o \ \ r\ In \f � E t \ 7 r a 2 L G / 3 / \ \ — as (n L ~ § L \ / 9 ) j § < E z / / / ( \ f ) / '[ E 3 § ` \ z ® \ / E \ ® - - / )[7f C) n } § } & m ; « : \ \ } \ \ )i/ ( y V) o = \ / 0 \ \ ®� k .n o o ate) Q c c L>- (0 ` C6 (6 O J m Q) (Q a) U) = m E c C a) 'O m C U O U) 4) a a) O a) U) C O .L. L O C C N a) a) w' C a) = U U 5' 0- 0 a) (`6 Cn O) c - + O m L O -_ E a a) m M O C C w u0) - . p p 0 a) a) C a) O O m Q L U U C Q) N o U L 2 02 E m Z o a QL E m a Q O O O` 6 a) 0 Q C ` z Q a) :`-' C C p U) CL is a) > U a°�i w v E � m c a) fn O 'C C O (LS O O O U L (Q 0 a ca) ccnE � a) L � Q m s = a •c � 2 a ~ N o 4 o m ~ CL > m U a) (Q : a. m "j O �` c� 0 C; 2 ` L O CT tp Q `o p U TWO � � c o -o - p a d = o a) a) a) o v LO a cu U O N m EA C U 7 O L N .p C - U) ECU) a� ` a co m mfl0 a) a) g a) a) 0 � o 0 b a) m o N 0 M � c E a) m n c o oU a) co � cn O E � - E a cu � � m oy `� � o °� a) u^, c ai o o � nMQ `� pQQ c`a 0 -c vmi cm C L N b l- = C M a) U L C C O O V) _ _ a) a) >. .. a) a� "E -mo = a) `o " Cn �. ti o cm p C- U o a C c � C a) a) o) co N a) 75 co O d � U m � C' � m CL (n o Q c 0 m � m r m U N c Q c U O o E c L O a a) C L p o L .O y a) m O p > C > r._. O C Up U ago - a 0 m ) o 0 0 CL ?` LUG ° a) � _ cu r4 a) o a) 0 2 � L) > °- m a) c o a) C') tm Ca o � w U U c oc U) N ,� E a) U) C C 4-• ..-. Q r- m t Q� E U y a) mm E ' er v m o o c �- E `= ti in ~ V U p p - N 6 ~ C O d X a OU - c C U) >+ T - V) U) +-� O L -0 o a g o N c o c m o 2 U c > o m U Q d a V) �� 0 CU 0 am) o y °� ESL Q) C)0 E 'a m CD a ` U) L N Q O_ d ° CO 0)) � oa E a>i �ns um) m m � 0 M - E om N I- N � Q� m coca CL v ca a) 0 m c tca � � a) ccaU = U y E m c°o m C U> _ c L O N N m a) O Y a Z co T a o 0 o c o s 0 cLO o 4- cts a) o 'QZ o c 0 a� U � a) L � a a.SEN c M c o � N� a) E o f v< a •� Q ° - U o a) c o m a) o cn •c E _ o a) Z m C p 0 >. ca �j Q a d - p c m Q w U c m L CD 0 •c a-) .0 c mom - c L- 0 ° -o0 c Y o 0 ~ °) CL (U N ai CL 0 b v c a) 0 Lr U c a) a) a) cu m O `O 3 - J� - = (n y 1 O m � U a) a N Q ` p) o ca ` a) O E a) ocn oUU)i Aso md- ° a) m � c '� a o o > o v L. N m � M a) _ d O U m i� c �• E h m - 3 U ._ aa)) cQ w o a o a) � o - m m > � c c C a) m a) C o "Q a) C ,u) a a) O (`II Y a) m t6 vJC 3 a) _ C a m •� oCCm E c m c Z � E = o) _° o coo m U) N a) C p 0 a y OL •1 C m w a) Um) m Q 0 > := C U = w a) Qj m m t o U) p m m m a N T O >i O U a-o � � > o)H � Dacca o me o f `' cn c Mti U a Q (a U U a) O a C ` 41 p C p E m m aim 70 � 2 o t .°) oa oa o � L o - b C U = L - fLC mL +' C L C Q) U) U) N O Um + U O Q O U (a � U 2 a) E a) L U) m a E CA C c s � U m m c o a a aa)) .� a c) aEi a) 0) ` o p c .- m a) E U ac o c E •- a� E m � II 0 ao m m m o p O *= O m ` m OU m E 0 U m a) o T O .n to C O C - = m 0 m -_ c a) a) W W U -C L V) ,N O a) a`. O m m � a) °- E -Caoi � a) In °) -° om `o me o .6 a)� � = p > � a o a L J m V) m c Q p E U N E a N p O E � ��- 2 � Q a mo f' U) n. c Uo) o a) � UC) C E o C _ Q a �' 4 U) 0 CL _ Q f.Y] fa cm , L Cn � p o a) a E c a) (n d a0 c a a Cn o F- .� E ,n E IL- U .= o IL- .� c aa)) LL B o cv ri v ui LL °