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HomeMy WebLinkAboutMINUTES - 10181994 - 2.1 TO: '- *T, OARD OF SUPERVISORS FROM. M" -k F.inucane, Health Services Director `Centra By Elizabeth A. Spooner, Contracts Administrator1\ . Costa DATE: October 5, 1994 County SUBJECT: Approve Standard Agreement (Amendment) #29-396-5 with the State Department of Health Services, Chronic Disease Branch - Tobacco Control Section SPECIFIC REQUEST(S) OR RECOMMENDATION(S) a: BACKGROUND AND JUSTIFICATION I. RECOMMENDED ACTION: Approve and authorize the Chair, Board of Supervisors, to execute on behalf of the County, Standard Agreement (Amendment) #29-396-5 (State #89-97896-04) with the State Department of Health Services (DOHS) , Chronic Disease Branch - Tobacco Control Section, effective July 1, 1994, to amend Standard Agreement #29-396 (as amended by Standard Agreement [Amendments] #29-396-2, #29-396-3 and #29-396-4) . II. FINANCIAL IMPACT: Approval of Standard Agreement (Amendment) #29-396-5 incorporates the County's FY 1995-96 allocation, provides firm funding amounts through FY 1993-94, and projected funding amounts through FY 1995-96, as follows: ENCUMBERED FUNDS PROJECTED FUNDING FY 1989-90 $ 536,615 FY 1994-95 $ 235,267 FY 1990-91 $ 533,729 FY 1995-96 $ 201,459 FY 1991-92 $ 368,619 FY 1992-93 $ 352,407 FY 1993-94 $ 286,158 TOTAL $2,077,528 TOTAL CONTRACT PAYMENT LIMIT $2,514,254 Projected funding allocations are estimates that may fluctuate depending on future tobacco tax revenues. No County match is required. III. REASONS FOR RECOMMENDATIONS/BACKGROUND: On June 19, 1990, the Board approved Standard Agreement #29-396 with the State DOHS, effective January 1, 1990 through December 31, 1992, which allocated to the County, a share of Proposition 99 Tobacco Tax revenues for tobacco education services. Subsequent amendments extended the term of the agreement through December 31, 1994. Approval of Standard Agreement (Amendment) #29-396-5 will extend the project through June 30, 1996, clarify the contract language for tobacco education and perinatal activities, provide firm funding amounts through FY 1993-94, and projected funding amounts through FY 1995-96. Nine signed copies of the agreement and three certified/sealed copies of this Board Order should be returned to the Contracts and Grants Unit. CONTINUED ON ATTACHMENT- YES SIGNATURE- �i RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMEN ATIO OF BOARD CO MITTEE APPROVE OTHER SIGNATURE(S) ACTION OF BOARD ON APPROVED AS RECOMMENDED OTHER VOTE OF SUPERVISORS UNANIMOUS (ABSENT 1 HEREBY CERTIFY THAT THIS IS A TRUE AYES: NOES: AND CORRECT COPY OF AN ACTION TAKEN ABSENT- ABSTAIN: AND ENTERED ON THE MINUTES OF THE BOARD OF SUPERVISORS ON THE DATE SHOWN. Contact: Wendel Brunner, M.D. (313-6712) OCT 1 CC: Health Servies (COnttacts) ATTESTED 8 ft Dept. of Health Services Phil Batchelor, Clerk of the Board of ' �" Superyi�tsaadfountyAGministrator M382/7-e8 BY , , DEPUTY CONUAG O�SS COP ',STATE OF CALIFORNIA /► — APPROVED BY THE CONTRACTNUMBER AM.NO. STANDARD AGREEMENT ATTORNEY GENERAL gg-97896 104 STD.2(REV.5.91) _ + TAXPAYER'S FEDERAL EMPLOYER IDENTIFICATION NUMBER THIS AGREEMENT,made and entered into this 1 day of June _19 94 94-6000504 in the State of California,by and between State of California,through its duly elected or appointed,qualified and acting TITLE OF OFFICER ACTING FOR STATE AGENCY Chief, Program Su ort Branch Department of Health 9 1.6Services hereafter called the State,and CONTRACTOR'S NAME County of Contra Costa U 95® � ® _ hereafter called the Contractor. WITNESSETH: That the Contractor for and in consideration of the covenants,conditions,agreements,and stipulations of the State hereinafter expressed, does hereby agree to furnish to the State services and materials as follows: (Set forth service to be rendered by Contractor,amount to be paid Contractor, time for performance or completion,and attach plans and specifications,if any.) In that certain Agreement between this State and the County of Contra Costa dated January 1, 1990, paragraphs one (1) through twelve (12) are hereby deleted and replaced by the following: 1. Services A. The Local Lead Agency (LLA), hereinafter referred to as the Contractor, shall provide tobacco education and perinatal services and deliverables in accordance with its Local Plan and Supplements to such Plan, including any revisions submitted to and approved by the Department of Health Services, hereinafter referred to as the State, pursuant to Health and Safety Code Section 24164 and Welfare and Institutions Code Section 14148.95. For the purposes of this Agreement, the Local Plan required under Health and Safety Code Section 24164 and the Supplements to such Local Plan, required under the Welfare and Institutions Code Section 14148.95, together known as the Comprehensive Tobacco Control Plan, shall hereinafter be referred to as the Comprehensive Plan. The approved Comprehensive Plan is hereby incorporated by this reference and made a part of this Agreement. The Comprehensive Plan shall be submitted in accordance with the guidelines issued on CONTINUED ON —6— SHEETS, EACH BEARING NAME OF CONTRACTOR AND CONTRACT NUMBER. The provisions on the reverse side hereof constitute a part of this agreement IN WITNESS WHEREOF,this agreement has been executed by the parties hereto,upon the date first above written. STATE OF CALIFORNIA CONTRACTOR AGENCY WNTRACTOR(11 other than a ndividu state whether a corporation.part Department of Health es Count of tra osta BY(AUTHORI SIGNATURE) Y(AUTHORI D SI RE) PRINTED NAME OF PERSON SIGNING PRINTED NAME A&TITI E OF PERSON SIGNING Edward E. Stahlberg Tom Powers, Chairman, Board of Supervisors TITLE ADDRESS Chief Pro ram Su ort Branch 651 Pine Street Martinez CA 94553 AMOUNT ENCUMBERED BY THIS PROGRAM/CATEGORY(CODE AND TITLE) FUND TITLE Department of General Services DOCUMENT 13 - Local Lead Agencies CTHE Health Ed use only `� (OPTIONAL USE) N EN PRIOR AMOUC MBERE FOR THIS CONTRACT Q ITEM CHAPTER STATUTE FISCAL YEAR - - ,•. -ti:` _ �t��..-:l�'' 1 W 4260-644-231 . 278 1991 1993-94 ' TOTAL AMO TO DATE OBJECT OF EXPENDITURE(CODE AND TITLE) 'r 2,077,528 93-51336-4506-702-68 1 hereby certify upon my own personal knowledge that budgeted funds T.B.A.NO. B.R.NO. are avaffabl fly the period and purpose of the expenditure stated above. I 1l SIGNATURE O NTING OFFICER DATE 2 2 1994 D STATE CF CALIFORNIA - STANDARD AGREEMENT sro.z(REV.a-ae) ' 1. The Contractor agrees to indemnify,defend and save harmless the State,its officers,agents and employees from anv and all claims and losses accruing or resulting to any and all contractors. Subcontractors, materialmen, laborers and anv other person,firm or corporation furnishing or supplying work services,materials dr supplies in connection with the performance of this contract,and from any and all claims and losses accruing or resulting to any person,firm or corporation who may be injured or damaged by the Contractor in the performance of this contract 2. The Contractor,and the agents and employees of Contractor,in the performance of the agreement,shall act in an independent capacity and not as officers or employee.s or agents of State of California. 1. The State may terminate this agreementand berehpved of the payment of any consideration to Contractor should Contractor fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination the State may proceed with the work in any manner deemed proper by the State. The cost to the State shall be deducted from any sum due the Contractor under this agreement,and the balance,if any,shall be paid the Contractor upon demand. 4. Without the written consent of the State,this agreement is not asci unable by Contractor either in whole or in part. 5. Time is of the essence in this agreement. 6. No alteration or variation of the terms of this contract shall he valid unless made in ricin T..F};l S_i�,ncd by th, parties hereto,and no oral understanding or agreement not incorporated herein,shaii be binding on any of tle parties hereto. 7. The consideration to N-paid Contractor, as provided herein, shall le in compensation for all of Contractor's expenses incurred in the performance hereof.,including travel and per diem, unless otherwise expressly so provided. County of Contra Costa Contract Number 89-97896-04 February 22, 1994 entitled Comprehensive Tobacco Control Plan Guidelines for Local Lead Agencies and Comprehensive Perinatal Outreach Program. The Contractor agrees to expend funds received under this Agreement in accordance with the approved budget and budget documentation contained in its approved Comprehensive Plan. The Contractor also agrees that the allocation of funds pursuant to the Agreement is contingent upon the State's approval of the Contractor's Comprehensive Plan and any revisions thereto. No funds shall be allocated under Paragraph 3. .in any given fiscal year unless a revised Comprehensive Plan has been approved by the State for that fiscal year. B. Revisions to the Contractor's Comprehensive Pian must be approved by the State. The State shall notify the Contractor in writing of the effective date of such approvals. The Contractor agrees that each revision to a Contractor's Comprehensive Plan and any written documentation of approval by the State shall be incorporated by this reference and made a part of this Agreement. 2. Term of Agreement The term of this Agreement shall be from January 1, 1990 to June 30, 1996. 3. Amount Payable A. The maximum amount to be allocated under this Agreement from Fiscal Year (FY) 1989-90 is $536,615; from FY 1990-91 is $533,729; from FY 1991-92 is $368,61.9; from FY 1992-93 is $352,407; from FY 1993-94 is $286,158; and from FY 1994-95 is $235,267. B. The maximum amount payable under this Agreement from FY 1995-96 is $201,459. Any requirement of performance by the State and the Contractor for the period of the Agreement subsequent to June 30, 1995 will be dependent upon the availability of future appropriations by the Legislature for the purpose of this Agreement. C. The total maximum amount payable under this Agreement shall not exceed $2,514,254. 4. Funding or Funding Reduction in Subsequent Fiscal Years A. Funds are presently not available for performance under this Agreement beyond June 30, 1995. The State's obligation for performance of this Agreement beyond that date is contingent upon the availability of appropriated funds by the Legislature from which payment for contract purposes can be made. No -legal liability on the part of the State for any payment may arise for performance under this Agreement beyond June 30, 1995 until funds are made available to the State for performance and until the Contractor receives notice of availability, to be confirmed in writing by the State. Page 2 of 7 County of Contra Costa Contract Number 89-97896-04 B. If funding for any fiscal year is reduced or deleted by the Legislature or the Department of Finance for purposes of this program, the State shall have the option to either: 1) Cancel this Agreement pursuant to Paragraph 15, the 30-day cancellation clause. 2) Offer an amendment to the Contractor to reflect the reduced funding for this Agreement. C. If authority for programs funded under Health and Safety Code, Chapter 1.2 expires, or the Agreement is cancelled, unspent funds shall be identified and returned to the State within one-hundred twenty (120) days of the expiration date to the address specified in Paragraph 7. , below. The words "Unspent Tobacco Control Program Funds" and the contract number shall be written on the face of the check or warrant that the Contractor has issued to return unspent funds. 5. Payment Provisions The State shall make prospective quarterly payments to the Contractor to provide services and deliverables pursuant to paragraph 1.A. of this Agreement, upon receipt and State approval of a prospective payment invoice submitted by the Contractor. The prospective payment invoice shall be submitted in a form and format prescribed by the State. 6. Progress Reports, Evaluation Instruments and Other Contractual Requirements A. The Contractor agrees to submit semi-annual progress and cost reports. The cost reports will specify actual expenditures for tobacco education and perinatal services provided by the Contractor. The progress and cost reports shall be submitted in a form, format and schedule prescribed by the State. The Contractor agrees that subsequent prospective payments shall be contingent upon the State's receipt and approval of progress and cost reports. The Contractor agrees that if the State determines that all or a portion of the allocated funds have not been expended during the period covered by the progress or cost report, in accordance with the services identified in the Contractor's approved Comprehensive Plan, the State may offset the value of the services not rendered against current and/or future prospective quarterly payments. The Contractor agrees that such deductions to sums due to the Contractor are offsets and no further amount shall be due to the Contractor. B. The Contractor shall complete State standardized evaluation instruments, needs assessment instruments, and other evaluation requirements in a form and format prescribed by the State. Page 3 of 7 County of Contra Costa Contract Number 89-97896-04 C. The Contractor shall comply with all State-issued program and policy letters which may be issued during the Agreement term provided that the State shall only make changes or impose additional requirements which will not result in additional cost to the Contractor. D. The Contractor shall coordinate and collaborate with the Tobacco Control Section or its designee 'to maximize the tobacco education media/communication efforts, as directed by the State. 7. Communications The Contractor shall send prospective payment invoices, progress reports, costs reports, and other communications to the Department of Health Services, Tobacco Control Section, Mail Station #555, P. 0. Box 942732, Sacramento, CA 94234-7320. 8. Elected Officials No funds, pursuant to this Agreement, shall be used to feature in any manner the image or voice of any elected public official or candidate for elected office, or directly represent the views of any elected public official or candidate for elected office. 9. Interest Earned Interest accruing from prospective payments shall be utilized by the Contractor for state-approved tobacco control program-related needs of the Contractor, and shall be used to defray costs incurred by this program, measurably expand the program or improve the quality of services above the level of services already funded under this Agreement. The Contractor shall maintain adequate documentation of the receipt and use of such interest, and shall provide this documentation to the State upon request. The Contractor agrees to return to the State any unexpended interest remaining in the account, if funding authority for this program expires, or the Agreement is cancelled, to the address specified in Paragraph 7, above, within one-hundred twenty (120) days from the expiration date. The words "Unspent Tobacco Control Program Interest" and the contract number shall be written on the face of the check or warrant that the Contractor has issued to return unspent funds. 10. Additional Provisions The attached Exhibit A(S) entitled "Additional Provisions," consisting of twelve (12) pages, is incorporated herein and made a part hereof by this reference, except for provisions 2, 3, 5, 11, 17, 18, and 23. The term Contractor shall mean Local Lead Agency. Page 4 of 7 County of Contra Costa Contract Number 89-97896-04 11. Nondiscrimination Clause The attached Exhibit A, State of California STD 17A, entitled "Nondiscrimination Clause," consisting of one (1) page, is incorporated herein and made a part hereof by this reference. 12. Agreement Alterations No alteration or variation of the terms of this Agreement shall be valid unless made in writing and signed by the parties hereto, and no oral understanding or agreement not incorporated herein, shall be binding on any of the parties hereto. This does not prohibit the parties from agreeing in writing to revisions in the Contractor's Comprehensive Plan, providing such revisions are made in accordance with the requirements prescribed by the State. 13. Acknowledgement of State Participation and California Smokers' Helpline A. The Contractor shall acknowledge the financial support of State funds whenever any findings, data, and materials developed pursuant to this Agreement are published or whenever the Contractor creates a product (e.g. , conference brochure, a film, videotape, manual , book, pamphlet, etc. ) pursuant to this Agreement, in the following manner: "This was made possible by funds received from the Tobacco Tax Heat Protection Act of 1988--Proposition 99, under Contract Number 89-97896 with the California Department of Health Services, Tobacco Control Section." B. Informational materials, including but not limited to, brochures, pamphlets, posters, curriculum, training guides, etc. , that are developed under this Agreement, shall include the California Smokers Helpline toll-free telephone number unless granted an exemption from such requirement from the State. 14. Subcontractor Requirements As used in this Agreement, the term "subcontractor" shall include any individual or entity which enters into a written subcontract with the Contractor for performance of any part of this Agreement. The Contractor agrees that it is responsible for the performance of all requirements under this Agreement even if such performance is carried out by a subcontractor. The Contractor agrees that all subcontract agreements entered' into for performance under this Agreement shall be in writing and shall include a provision requiring the subcontractor to comply with the terms and conditions of the Contractor's policy and procedure regarding procurement of services performed through a subcontract. The subcontract documentation is to be retained by the Contractor and the State retains the right to request subcontract documentation and any other records or files regarding subcontract and consultant services. The Contractor shall notify the State, Page 5 of 7 County of Contra Costa Contract Number 89-97896-04 in the form and format prescribed by the State, when the Contractor enters into a new subcontract or consultant agreement or terminates or replaces a subcontract or consultant agreement. 15. Cancellation A. Either party may cancel this Agreement at any time by giving thirty (30) calendar days advance written notice to the other party. After such notice is received, the State and the Contractor shall agree, in writing, to the Comprehensive Plan's activities that shall be completed by the Contractor within the thirty (30) days and to any final products that the Contractor is to provide the State at the end of the thirty (30) days. The Contractor agrees that it shall be paid only for actual expenses incurred during the thirty (30) day period or for the expense during the thirty (30) day period, of noncancelable obligations allowable under the terms of this Agreement. Compensation for work performed during the thirty (30) day period shall be dependent on completion of the Comprehensive Plan's activities for the thirty (30) day period and the delivery of any final products. Unspent. funds shall be returned to the State in accordance with Subparagraph 4.C. , above. B. Should any provision of this Agreement be declared or found to be ineffective or void, then each party shall be relieved of any obligations arising from such provision; the balance of this Agreement shall remain in full force and effect. 16. Generated Revenues The Contractor shall obtain the State's prior approval to generate revenue and place any revenue generated by activities conducted under this Agreement, accruing to or received by the Contractor, into an identifiable account. Revenue generated by the Contractor as a result of this Agreement must be utilized for State-approved tobacco control program-related needs of the Contractor, and shall be used to defray costs incurred by this program; measurably expand the program, or improve the quality of services above the level of services already funded under this Agreement. The Contractor shall maintain adequate documentation of the receipt and use of such revenues, and shall provide this documentation to the State upon request. The Contractor agrees to return to the State any unexpended funds, including any interest earned, remaining in the generated revenue account, if funding authority for this program expires, or the Agreement is cancelled, to the address specified in Paragraph 7. , above, within one-hundred (120) days from the expiration date. The words "Unspent Tobacco Control Program Generated Revenue" and the contract number shall be written on the face of the check or warrant that the Contractor has issued to return unspent funds. Page 6 of 7 County of Contra Costa Contract Number 89-97896-04 17. Project Director The Contractor shall designate a Project Director, subject to approval by the State. The Project Director is responsible for assuring that the terms and conditions of the Agreement are met. The Contractor will notify the State in writing within five (5) days of a change in the Project Director. 18. Priority of Provisions Where inconsistencies may exist between the terms of this Agreement and the attachments hereto, such inconsistencies shall be resolved by giving precedence in the following order: A. Standard Agreement B. Exhibit A (S) , "Additional Provisions" C. And, any other exhibits, provisions, terms, or materials incorporated herein by reference or otherwise incorporated herein whether or not these are attached to this agreement. 19. The effective date of this amendment is July 1, 1994. Page 7 of 7 Exhibit A(S) STATE OF CALIFORNIA DEPARTMENT OF HEALTH SERVICES ADDITIONAL PROVISIONS (FOR STATE FUNDED SUBVENTION AID/LOCAL ASSISTANCE COST REIMBURSEMENT CONTRACTS/GRANTS) 1. There is no paragraph 1 in this Exhibit A(S). 2. Travel and Per Diem Any reimbursement for necessary traveling and per diem shall be at rates not to exceed those amounts paid to the State's represented employees under collective bargaining agreements currently in effect. No travel outside the State of California shall be reimbursed unless prior written authorization is obtained from the State. 3. Procurement Requirement a. Prior authorization in writing by the State will be required before the Contractor will be reimbursed for any purchase order or subcontract exceeding $2,500 for any articles, supplies, equipment, or services or for any fee, or other payment,for consultation of three hundred fifty dollars ($350) or more per day. The Contractor must provide in its request for authorization all particulars necessary for evaluation of the necessity or desirability of incurring such cost,and as to the reasonableness of the price or cost. For purchases of any said articles,supplies, equipment,services, or for consultant.fees exceeding such minimum amount,three competitive quotations must be submitted with the request,or the absence of bidding must be adequately justified. b. If other than the lowest bidder or a sole-source provider is selected, all documents used in contractor selection must be presented in writing to the State for prior approval before awarding any contract,and maintained for possible future audit as specified in paragraph 7 below. c. The terms "purchase order' and "subcontract" as used in the above paragraph 3a only, excludes: (a) purchase orders not exceeding $2,500, and (b) subcontracts or purchase orders for public utility services at rates established for uniform applicability to the general public. 4. Standards of Work The Contractor agrees that the performance of work and services pursuant to the requirements of this contract shall conform to high professional standards. 5. Furnishing of Property by the State or Purchase of Property with State or Federal Funds a. (1) All equipment, material, supplies, or property of any kind purchased from funds advanced or reimbursed or furnished by the State under the terms of this contract and not fully consumed in the performance of the contract shall be the property of the State and shall be subject to the provisions of this paragraph a, as well as paragraphs b,c,and d below. If the Equipment line item in the budget or in any other paragraph of this contract exceeds $10,000 or more,the provisions of subparagraph b shall apply. - 1 - CMS Instructional Bulletin No.06(1/91) (2) Inventory and Disposition (a) Contractor shall, at the request of the State, submit an inventory of equipment furnished or purchased under the terms of this contract. Such inventory will be required not more frequently than annually. (b) At the termination of this contract, the Contractor shall provide a final inventory to the State and shall at that time query the State as to the State's requirements, including the manner and method,in returning said equipment to the State. Final disposition of such equipment shall be at state expense in accordance with instructions from the State to be issued immediately after receipt of the final inventory. (3) Motor Vehicles (a) If,under the provisions of paragraph a above, any part of such property is motor vehicles,the State Office of Procurement shall purchase said motor vehicles for and on behalf of the Contractor. The provisions of clause 5b below are applicable to this paragraph concerning motor vehicles. (b) If, under the provisions of paragraphs (2) or(3) above, any part of such property is motor vehicles,the State authorizes the Contractor to use said motor vehicles under the terms and conditions of this contract for purposes of this contract only, and in accordance with the provisions of subparagraphs(c)through(f)below. (c) It is mutually understood that the State of California shall be the legal owner of said vehicles and the Contractor shall be the registered owner. (d) Upon return of such motor vehicles to the State,Contractor shall deliver to State all necessary documents of title to enable proper transfer of marketable title to the State. (e) Contractor agrees that all operators of motor vehicles listed in said agreement shall hold a valid State of California driver's license. In the event 12 or more passengers are to be carried in any one vehicle listed in said agreement,a Class 2 driver's license will also be required. (f) Contractor shall furnish to the State a certificate of insurance stating that there is liability insurance presently in effect for the Contractor of not less than $500,000 per occurrence for bodily injury and property damage liability combined. The certificate of Insurance must include provisions(1)and(11),stating that: (I) The insurer will not cancel the insured's coverage without 30 days prior written notice to the State. (ii) The State of California, its officers, agents, employees, and servants are included as additional insureds, but only insofar as the operations under this contract are concerned. Contractor agrees that bodily injury liability insurance herein provided for shall be in effect at all times during the term of this contract. In the,event said insurance coverage expires at any time or times during the term of this contract, Contractor agrees to provide at least thirty(30) days prior to said expiration date a new certificate of insurance evidencing insurance coverage as provided for herein for not less than the remainder of the term of the contract,or for a period -2- Exhibit A(S) r of not less than one (1) year. New certificates of insurance are subject to the approval of said Department of General Services,and Contractor agrees that no work or services shall be performed prior to the giving of such approval. In the event Contractor fails to keep in effect at all times insurance coverage as herein provided, State may, in addition to any other remedies it may have, terminate this contract upon the occurrence of such event. b. If the Equipment line item budget in this contract is $10,000 or more, the State shall purchase said equipment.through its Office of Procurement. The cost of procurement of equipment will be deducted from contract amount. Contractor shall submit to State a separate list of the equipment specifications. State will pay vendor directly for equipment purchases, and title to the equipment will remain wffh the State. The equipment will be delivered to the Contractor's address as stated in the contract unless notified by Contractor in writing. c. (1) 'Title to state property shall not be affected by the incorporation or attachment thereof to any property not owned by the State, nor shall such state property, or any part thereof,-be or become a fixture or lose its identity as personality by reason of affixation to any realty. (2) State property shall be used only for the performance of this contract. (3) Unless otherwise provided herein, the State shall not be under any duty or obligation to restore or rehabilitate, or to pay the cost of the. restoration or rehabilitation of the Contractor's facility or any portion thereof which is affected by removal of any state Property. (4) The Contractor shall maintain and administer, in accordance with sound business practice, a program for the utilization, maintenance, repair, protection, and preservation of state property so to assure its full availability and usefulness for the performance of this contract. The Contractor shall take all reasonable steps to comply with all appropriate directions and instructions which the State may prescribe as reasonably necessary for the protection of state property. d. For nonexpendable equipment only. Before equipment purchases made by the Contractor are reimbursed by the State, the Contractor must submit paid vendor receipts identifying the purchase price, description of the item, serial number, model number, and location where equipment will be used during the term of this agreement. Said paid receipts will be attached to Contractor's invoices submitted to the State. b. income Restrictions The Contractor agrees that any refunds, rebates, credits, or other amounts (including any interest thereon) accruing to or received by the Contractor under this contract shall be paid by .the Contractor to the State,to the extent that they are properly allocable to costs for which the Contractor has been reimbursed by the State under this contract. 7. Examination of Accounts,Audit, Records,and Subcontract Language a. The Contractor shall.maintain books, records,documents,and other evidence,accounting procedures, and practices, sufficient to reflect properly all direct and indirect costs of whatever nature claimed to have been incurred in the performance of this contract, including any matching costs and expenses. The foregoing constitutes "records" for the purposes of this clause. -3- b. The Contractor's facility or office or such part thereof as may be engaged in the performance of this contract and his records shall be subject at all reasonable times to .inspection, audit, and reproduction by the State or any of its duly authorized representatives. c. The Contractor shall preserve and make available his records (i)for a period of three years from the date of final payment under this contract,and (ii)for such longer period,if any,as is required by.applicable statute,by any other clause of this contract,or by subparagraphs (1)or(2) below. (1) If this contract 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. d. The Contractor further agrees to include in all his subcontracts hereunder a written agreement with said subcontractor or vendor,the following clause; "(Name of Vendor or Subcontractor) agrees to maintain and preserve, until three years after termination of (Contractor's name) agreement or contract with the State of California, and to permit the State or any of its duly authorized representatives, to have access to and to examine and audit any pertinent books,documents,papers,and records of(name of subcontractor or vendor)related to this (purchase order or subcontract)." 8. Covenant Against Contingent Fees The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty,the State shall have the right to annul this contract without liability or in its discretion to deduct from the contract price or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage,or contingent fee. 9. 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 being performed. If any inspection or evaluation is made by the State of the premises of the Contractor or a subcontractor, the Contractor shall provide and shall require his subcontractors to provide all reasonable facilities and assistance for the safety and convenience of the state 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. 10. Nondiscrimination in Services, Benefits,and Facilities a. The Contractor will not discriminate in the provision of services because of race, color, creed, national origin, sex, age, or physical or mental handicap as provided by state and federal law. -4- Exhibit A(S) b. For the purpose of this contract, distinctions on the grounds of race color, creed, national origin, sex, age, or physical or mental handicap include, but are not limited to, the following: denying a participant any service or benefit to a participant which is different,or is provided in a different manner or at a different time from that provided to other participants under this contract; subjecting a participant to segregation or separate treatment in any matter related to his receipt of any service; restricting a participant in any way in the enjoyment of any advantage or privilege enjoyed by others receiving any service or benefit; treating a participant differently from others in determining whether he satisfied any admission, enrollment quota, eligibility, membership, or other requirement or condition which individuals must meet in order to be provided any service or benefit; the assignment of times or places for the provision of services on the basis of the race, color, creed,or national origin of the participants to be served. c. The Contractor will take affirmative action to ensure that intended beneficiaries are provided services without regard to,race,color,creed,national origin,sex,age,or physical or mental handicap. d. The Contractor agrees that complaints alleging discrimination in the delivery of services by the Contractor or his or her subcontractor because of race, color, national origin, creed, sex, age, or physical or mental handicap will be resolved by the State through the Department of Health Services' Affirmative Action/Discrimination Complaint Process. e. The Contractor shall, subject to the approval of the Department of Health Services, establish procedures under which participants of service are informed of their rightsto file a complaint alleging discrimination or a violation of their civil rights with the Department of Health Services. f. The Contractor shall operate the program or activity in such a manner that it is readily accessible to and usable by mentally or physically handicapped persons pursuant to 45 Code of Federal Regulations, Part 84,Sections 84.21 and 84.22. g. The Contractor shall keep records, submit required compliance reports, and permit state access to records in order that the State can determine compliance with the nondiscrimination requirements pursuant to 45 Code of Federal Regulations, Part 80, 84, and 90,Sections 80.6,84.6 1,and 90.42. 11. Final Invoice—Final Report—Retention of Funds If a final report is required by this contract, 10 percent of the face amount of the contract or 50 percent of the final invoice, whichever is the larger amount, but not to exceed $3,000,shall be withheld until after receipt by the State of a report satisfactory to the State. 12. Officials Not to Benefit No member of or delegate to Congress or the State Legislature shall be admitted to any share or part of this contract, or to any benefit that may arise therefrom; but this provision shall not be construed to extend to this contract if made with a corporation for its general benefit. 13. Rights in Data a. Subject Data. As used in this clause, the term "Subject Data' means writings, sound recordings, pictorial reproductions, drawings, designs or graphic representations, procedural manuals, forms, diagrams, work flow charts, equipment descriptions, data files and data processing or computer programs, and works of any similar nature (whether or -5- not copyrighted or copyrightable) which are first produced or developed under this contract. The term does not include financial reports,cost analyses,and similar information incidental to contract administration. b. Federal Government and State Rights.Subject only to the provisions of c below,the Federal Government and State may use,duplicate,or disclose in any manner and for any purpose whatsoever, and have or permit others to do so, all Subject Data delivered under this contract. c. License to Copyrighted Data. In addition to the Federal Government and State rights as provided in b above, with respect to any subject data which may be copyrighted, the Contractor agrees to and does hereby grant to the Federal Government and State a royalty-free, nonexclusive, and irrevocable license throughout the world to use, duplicate, or dispose of such data in any manner for State or Federal Government purposes and to have or permit others to do so. Provided, however, that such license shall be only to the extent that the Contractor now has, or prior to completion or final settlement of this contract may acquire, the right to grant such license without becoming liable to pay compensation to others solely because of such grant. 14. There is no provision 14 in this Exhibit A(S). 15. Clean Air and Water a. (Applicable only if the contract is not with a sole source vendor of products or services,or if it exceeds $5=.) The Contractor agrees under penalty of perjury(it,he,she) is not in violation of any order or resolution which is not subject to review promulgated by the State Air Resources Board or an air pollution district. The Contractor agrees under penalty of perjury (it, he, she) is not subject to a cease and desist order which is not subject to review issued pursuant to Section 13301 of the Water Code for violation of waste discharge requirements or discharge prohibitions,or is not finally determined to be in violation of provisions of federal law relating to air or water pollution. b. (Applicable only if the contract or subcontract exceeds $100,000 or the contract is not otherwise exempt under 40 CFR 15.5.) The Contractor agrees as follows: (1) To comply with all the requirements of Section 114 of the Clean Air Act as amended (42 U.S.C. 7401 et seq., as amended by Public Law 95-95) and Section 308 of the Federal Water Pollution Control Act(33 U.S.C. 1251 et seq.,as amended by Public Law 92-500), respectively, relating to inspection, monitoring, entry, reports, and information as well as all other requirements specified in Section 114 and Section 308 of the Air Act and the Water Act, respectively, and all regulations and guidelines issued to implement those Acts before the award of this contract. (2) That no portion of the work required by this contract will be performed in `a facility listed on the Environmental Protection Agency List of Violating Facilities on the date when this contract was awarded unless and until the Environmental Protection Agency eliminates the name of such facility or facilities from such listing. -6- Exhibit A(S) (3) To use his best efforts to comply with clean air standards and clean water standards at the facility in which the contract is being performed. The terms used in this paragraph have the following meanings: (a) The term "clean air standards" means any enforceable rules, regulations, guidelines, standards, limitations, orders, controls, or prohibitions or other requirements which are contained in, issued under, or adopted pursuant to the Clean Air Act. (b) The term "clean water standards" means any enforceable limitation, control, condition, prohibition, standard, or other requirement which is promulgated pursuant to the Clean Water Act or contained in a permit issued to a discharger by EPA or by the State under an approved program as authorized by Section 402 of the Clean Water Act (33 U.S.C. 1342), or by a local government to ensure compliance with pretreatment regulations as required by Section 307 of the Clean Water Act(33 U.S.C. 1317)and regulations issued pursuant thereto. (c) In addition to compliance with clean air and water standards, the term compliance shall also mean compliance with a schedule or plan ordered or approved by a court of competent jurisdiction, the Environmental Protection Agency, or an air or water pollution control agency in accordance with the requirements of the Clean Air Act and the Federal Water Pollution Control Act. (4) As a condition for the award of a contract,the applicant or contractor shall notify the State of the receipt of any communication from the Assistant Administrator for Enforcement, U.S. EPA Indicating that a facility to be utilized for the contract is under consideration to be listed on the EPA List of Violating Facilities. Prompt notification shall be required prior to contract award. (5) To report violations to the State and to the Assistant Administrator for Enforcement. (6) To insert the substance of the provisions of paragraph b into any nonexempt subcontract, including this paragraph b(6), and to take such action as the Federal Government may direct as a means of enforcing such provisions. 16. Utilization of Small Business and Minority and Women Owned Business Enterprises a. It is a federal policy to award a fair share of contracts to small, minority, and women owned business firms. The State Legislature has declared that a fair proportion of the total purchases and contracts or subcontracts for property and services for the State be placed with small minority and women owned business enterprises. b. A firm shall qualify as a small business if it meets the requirements specified in Government Code,Section 14837. c. The Contractor hereby agrees to carry out this policy in the awarding of subcontracts to the fullest extent consistent with efficient contract performance. As used in this contract, the term "minority business enterprise" means a business concern (a) which is at least 51 percent owned by one or more minority group members or women, or in the case of a publicly owned business,at least 51 percent of the stock of which is owned by one or more minority group members or women; and (b) whose management and daily business operations are controlled by one or more such individuals. A minority group member is a person who is Black, Asian, Hispanic, Filipino, Polynesian, American Indian, or Alaskan Native. "Control," as used in this clause, means exercising the power to make policy decisions. -7- , l d. Contractors acting in good faith may rely on written representations by their subcontractors regarding their status as minority business enterprises in lieu of an independent investigation. 17. Printing If printing or other reproduction work of more than an incidental and minor dollar amount is a reimbursable item in this contract, it shall be printed or produced by the State Printer. The State Printer may, at his sole option, elect to forego said work and delegate the work to the private sector. If the State Printer prints or produces said work, or the State obtains the printing or other work through the Office of State Procurement, the cost will be deducted from said contract amount. This requirement does not apply to normal in-house copying necessary for routine business matters of the Contractor. 18. Prior Approval of Training Seminars,Workshops,or Conferences Contractor shall obtain prior State approval over the location, costs, dates, agenda, instructors, instructional materials, and attendees at any reimbursable training seminar, workshop or conference,.and over 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 the contract in any media. This paragraph does not apply to necessary staff meetings to conduct routine business matters. 19. Confidentiality of Information a. The Contractor and his or her employees, agents, or subcontractors shall protect from unauthorized disclosure names and other identifying information concerning persons either receiving services pursuant to this contract or persons whose names or identifying information become available or are disclosed to the Contractor, his/her employees, agents, or subcontractors as a result of services performed under this contract, except for statistical information not identifying any such person. b. The Contractor, his/her employees, agents, or subcontractors shall not use such identifying information for any purpose other than carrying out the Contractor's obligations under this contract. c. The Contractor, his/her employees, agents, or subcontractors shall promptly transmit to the State all requests for disclosure of such identifying information not emanating from the client or person. d. The Contractor shall not disclose, except as otherwise specifically permitted by this contract or authorized by the client, any such identifying information to anyone other than the State without prior written authorization from the State. e. For purposes of this paragraph, 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. 20. National Labor Relations Board Certification (Not applicable if Contractor is a public entity) Contractor, by signing this agreement, does swear under penalty of perjury that no more than one final unappealable finding of contempt of court by a federal court has been issued against -8- Exhibit A(S) Contractor within the immediately preceding two-year period because of the Contractor's failure to comply with an order of a federal court which orders the Contractor to comply with an order of the National Labor Relations Board. 21. Documents and Written Reports Any document or written report 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 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. 22. .Resolution of Direct Service Contract Disputes a. If Contractor believes there is a dispute or grievance between the Contractor and the State,the procedures set forth in Chapter 2.1,Sections 20201 through 20205, of Title 22, of the California Code of Regulations,shall be followed. b. If the Contractor wishes to appeal the decision of the Deputy Director for Public Health 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 or.examination of a contract 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 contract shall be handled in accordance with the procedures identified in Sections 51016 through 51047, Title 22,California Code of Regulations. 23. Financial and Compliance Audit of Nonprofit Entities (Applicable only if Contractor is a nonprofit entity) a. Definitions within this paragraph are defined in Section 38040 of the Health and Safety Code,which,by this reference,is made a part hereof. b. Contractor agrees to obtain an annual single,organization-wide financial and compliance audit. The audit shall be conducted in accordance with the requirements specified in the Federal Office of Management and the Budget(OMB) Circular A-133, "Audits of Institutions of Higher Education and Other Nonprofit Organizations." c. References to "Federal" in OMB Circular A-133 shall be considered to mean "Federal and/or State" in contracts where State funds are present either alone or in conjunction with Federal funds. d. The audit shall be completed by the 15th day of the fifth month following the end of the Contractor's fiscal year. Two copies of the audit report shall be delivered of the State program funding this contract. The report shall be due within 30 days after the completion of the audit. e. If the Contractor receives less than $25,000 per year from the State, the audit shall be conducted biennially, unless there is evidence of fraud or other violation of state law in connection with this contract. This requirement takes precedence over the OMB A-133 -9- 4 section which exempts from Federal audit requirements any nonprofit institution receiving less than $25XM per year. f. The cost of such audit may be included in the funding for this contract up to the proportionate amount this contract represents of the Contractor's total revenue. g. The State, or its authorized designee including the Auditor-General, is responsible for conducting contract performance audits which are not financial and compliance audits. h. Nothing in this contract limits the State's responsibility or authority to enforce State law or regulations, procedures,or reporting requirements arising pursuant thereto. I. Nothing in this paragraph limits the authority of the State to make audits of this contract, provided, however,that If independent audits arranged for by Contractor meet generally accepted governmental auditing standards, the State shall rely on those audits and any additional audit work shall build upon the work already done. j. The State may, at its option, direct its own auditors to perform the single audit described in OMB Circular A-133. The State's auditors shall meet the independence standards specified in Government Auditing Standards.The audit shall be conducted in accordance with OMB Circular A-133 so as to satisfy all State and Federal requirements for a single organization- wide audit. 24. Contract Amendments a. This contract may be amended by mutual agreement between the parties and, if required by Government Code, Section 11010.5, or Public Contract Code, Section 10366, the amendment shall be subject to the approval of the Department of General Services,unless otherwise exempted. b. If any amendment to this contract has the effect of increasing the monetary amount of the contract or an agreement by the State to indemnify or save harmless the Contractor, his agents or employees, the amendment shall be approved by the Department of General Services,unless otherwise exempted. 25. Evaluation of Contractors The Contractor's performance under this contract shall be evaluated at the conclusion of the term of this contract.The evaluation shall include,but not be limited to: a. Whether the contracted work or services were completed as specified in the contract and reasons for and amount of any cost overruns. b. Whether the contracted work or services met the quality standards specified in the contract. c. Whether the Contractor fulfilled all requirements of the contract. d. Factors outside the control of the Contractor which caused difficulties in Contractor performance. Factors outside the control of the Contractor shall not include subcontractor's poor performance. The evaluation of the Contractor shall not be a public record. - 10- Exhibit A(S) 26. Conflict of Interest—Current and Former State Employees a. Current State Officers and Employees (1) Contractor shall not utilize in the performance of this contract any state officer or employee in the state civil service or other appointed state official unless the employment, activity, or enterprise is required as a condition of the officer or employee's regular state employment. Employee in the state civil service is defined to be any person legally holding a permanent or intermittent position in the state civil service. (2) If any state officer or employee is utilized or employed in the performance of this contract, Contractor shall first obtain written verification from the State that the employment, activity, or enterprise is required as a condition of the officer's, employee's, or official's regular state employment and shall keep said verification on file for three years after the termination of this contract. (3) Contractor may not accept occasional work from any currently employed state officer,employee,or official. (4) If Contractor accepts volunteer work from any currently employed state officer, employee,or official,Contractor may not reimburse,or otherwise pay or compensate, such person for expenses incurred, including, without limitation, travel expenses, per diem,or the like,in connection with volunteer work on behalf of Contractor. (5) Contractor shall not employ any state officers,employees,or officials who are on paid or unpaid leave of absence from their regular state employment. (6) Contractor or anyone having a financial interest in this contract may not become a state officer, employee, or official during the term of this contract. Contractor shall notify each of its employees, and any other person having a financial interest in this contract that it is unlawful under Public Contract Code Section 10410 for such person to become a state officer, employee, or official during th term of this contract unless any relationship with the Contractor giving rise to a financial interest, as an employee or otherwise,is first terminated. (7) Occasional or one-time reimbursement of a state employee's travel expenses is not acceptable. (Citation: Public Contract Code Section 104 70) b. Former State Officers and Employees (1) Contractor shall not utilize in the performance of this contract any formerly employed person of any state agency or department that was employed under the state civil service, or otherwise appointed to serve in the state government, if that person was engaged in any negotiations,transactions, planning,arrangement,or any part of the decision-making process relevant to the contract while employed in any capacity by any state agency or department. This prohibition shall apply for a two-year period beginning on the date the person left state employment. (2) Contractor shall not utilize within 12 months from the date of separation of services, a former employee of the contracting state agency or department if that former employee was employed in a policy making position in the same general subject area as the proposed contract within the 12-month period prior to the employee leaving state service. (Citation: Public Contract Code,Section 10411) - 11 - at Exhibit A(S) c. Failure to Comply with Subparts(a)or(b) If Contractor violates any provision of subparts a or b above, such action by Contractor shall render this contract void, unless the violation is technical or nonsubstantive. (Citation: Public Contract Code,Section 10420) 27. Contractor Name Change Contractor shall provide a written notice to the State at least 30 days prior to any changes to the Contractor's current legal name. 28. Novation If the Contractor proposes any novation agreement, the State shall act upon the proposal within 60 days after receipt of the written proposal. The State 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 may be made orally within the 60-day period, and confirmed in writing within five days. 29. Drug-Free Workplace Contractor certifies to the State that it will provide a drug-free workplace by doing all of the following: a. Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited in the person's or organization's workplace and specifying the actions that will be taken against employees for violations of the prohibition. b. Establishing a drug-free awareness program to inform employees about all of the following: (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 drug counseling,rehabilitation,and employee assistance programs. (4) The penalties that may be imposed upon employees for drug abuse violations. c. Requiring that each employee engaged in the performance of the contract or grant be given a copy of the statement required by subdivision a and that, as a condition of employment on the contract or grant,the employee agrees to abide by the terms of the statement. d. Contractor agrees this contract may be subject to suspension of payments or termination of this contract,or both,and the Contractor may be subject to debarment,in accordance with the requirements of the Government Code, Section 8350 et seq., if the Department determines that any of the following has occurred: (1) The Contractor or grantee has made a false certification. (2) The Contractor violates the certification by failing to carry out the requirements of subdivisions a through c above. - 12- STATE OF CALIFORNIA NONDISCRIMINATION CLAUSE (OCP-1) EXHIBIT A STD.17A(REV.2-93) 1. During the performance of this contract,contractor and its subcontractors shall not unlawfully discriminate, harass or allow harassment,against any employee or applicant for employment because of sex,race,color, ancestry,religious creed,national origin,physical disability(including HIV and AIDS),mental disability, medical condition(cancer), age (over 40),marital status, and denial of family care leave. Contractors and subcontractors shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment.Contractor and subcontractors shall comply with the provisions of the Fair Employment and Housing Act(Government Code,Section 12900 et seq.)and the applicable regulations promulgated thereunder(California Code of Regulations,Title 2,Section 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code,Section 12990(a-f),set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations are incorporated into this contract by reference and made a part hereof as if set forth in full. Contractor and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. 2. This contractor shall include the nondiscrimination and compliance provisions of this -clause in all subcontracts to perform work under the contract.