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HomeMy WebLinkAboutMINUTES - 02061996 - C61 TO: BOARD OF SUPERVISORS •. s FROM: William Walker, MD, Health Services Director Contra Costa} DATE: January 12, 1996 County Approval of Agreement #28-579 with the Regentso OeUniversity- SUBJECT: of California for the Contra Costa Breast Cancer Early Detection and Screening Partnership Program SPECIFIC REQUEST(S) OR RECOMMENDATION(S) & BACKGROUND AND JUSTIFICATION I. RECOMMENDED ACTION: Approve and authorize the Health Services Director, or his designee (Wendel Brunner, M.D. ) , to execute on behalf of the County, Agreement #28-579 with the Regents of the University of California, on behalf of its Davis Campus (UC Davis Cancer Center) , effective June 1, 1995, through October 31, 1996, in the amount of $390, 000, for the Contra Costa Breast Cancer Early Detection and Screening Partnership Program. II. FINANCIAL IMPACT: Approval of this agreement will result . in an award of $390, 000 from the State (Breast Cancer Early Detection Program) , which is being disbursed through the Regents of the University of California, for the Contra Costa Breast Cancer Early Detection and Screening Partnership Program. No County funds are required. III. REASONS FOR RECOMMENDATIONS/BACKGROUND: Under Agreement #28-579, the Health Services Department and dozens of community-based organizations, health care providers and consumers will form a partnership in an effort to reduce breast cancer mortality. The Contra Costa Breast Cancer Early Detection and Screening Partnership Program will focus on establishing the membership and structure of a county-wide partnership, conducting a community and provider needs assessment, establishing a community inventory of services and resources, preparing and implementing a work plan, and creating a network of providers to screen low-income women over 40. i Three sealed and certified copies of this Board Order should be returned to the Contracts and Grants Unit. CONTINUED ON ATTACHMENT: YES SIGNATURE: v.' RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE APPROVE OTHER SIGNATURE(S) ACTION OF BOARD ON ) APPROVED AS RECOMMENDED OTHER VOTE OF SUPERVISORS UNANIMOUS (ABSENT ) I 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) / g9 CC: Health Services (Contracts) ATTESTED nth U.C. Davis Phil Batchelor, dUrk of t e Board of SupejvWj aadGWtyAdmini*atV M382/7-63 BY24� is DEPUTY a2-�-9 28 - 579 Agreeinont No. 95-07720V Regional Demonstration Partnership Subcontract THIS AGRLE"IENT is made this25 th day of Ccto!Deer , 1995 , by and between THE REGENTS OF THE UNIVERSITY- OF CALIFORNIA, a California constitutional corporation, on behalf of its UC Davis School of Medicine/UC Davis Cancer Center ("University") and CONTRA COSTA COUNTY for its Huth Services DspartTent ("SuDocntrac or"). RECITALS: WHEREAS, University has entered into Interagency Master Agreement (IMA) No. 93-19008 with the State of California Department of Health Services, Breast Cancer Early Detection Program, ("State") , dated May 1, 1994; Amendment No. 1 dated October 1, .1994; and Amendment No. 2 dated January 1, 1995, for conduct of a project entitled "Breast Cancer Early Detection Program . Regional Demonstration Partnerships. " WHEREAS, Subcontractor desires to cooperate with University and State in conducting said project by providing services pursuant to the "Requests for Application ("RFA") for Regional Demonstration Partnerships" dated February 17, 1995,, and the "BCEDP Provider Recruitment and Clinical Services Development Application" dated May 8, 1995. NOW, THEREFORE, Subcontractor agrees to provide such services to University subject to the following terms and conditions. 1. DEFINITIONS. The terms used in this Agreement shall have the following meanings: a. Project' Coordinator (at State) : Irene Reveles-Chase, M.P.H. or designee or successor. b. University Principal Investigator: James E. Goodnight, Jr. , M.D. , Ph.D. , or designee or successor. C. University Program Manager (On-site) : Christine Siador, M.P.H. , or designee or successor. d. University Administrative Manager: Carolyn Sawai•, or designee or successor. e. Project Coordinator (at Subcontractor): Subcontractor primary contact for information related to this Agreement: Wendel Brunner. 2. SERVICES. a. Subcontractor shall provide to University services and deliverables and fulfill objectives as specified in Exhibit C, "Scope of Work, " during Phase I; and Exhibit D, "Implementation Workplan," and Exhibit DD, "Implementation Workplan Clarification" during Phase II, which shall be attached hereto and incorporated herein by reference no later than the start date of the Phase II term. b. No later than December 31, 1995 , all Phase I deliverables specified in Exhibit C shall be completed by Subcontractor and must be approved by University and State before Subcontractor shall enter Phase II . P 3 . TERM. The term of this Agreement shall begin June 1. , 1995. and end October 31 , 1996. 4. TERMINATION. . a. This Agreement may be terminated without cause by either party upon thirty (30) days advance written notice to the other party. Such notification shall state the effective date of termination and shall be sent to the notice addresses listed in Paragraph 16 below. b. This Agreement may be terminated immediately by University upon determination by University and State of noncompliance with the terms of this Agreement, including but not limited to: 1) Subcontractor's knowingly furnishing any statement, representation, warranty or certification in connection with the RFA, Addendum, Subcontract Amendment Application or this subcontract which is materially false, deceptive, incorrect or incomplete; 2) Subcontractor's failure to perform to University and State satisfaction or default in performance or any material requirement or deliverable of this Agreement; or 3) Subcontractor's filing for bankruptcy. Such notification shall state the reason(s) of termination. This .agreement may be terminated upon completion of the Phase I term if Subcontractor is not approved for Phase II. C. In the event of termination, in full or in part, Subcontractor shall take immediate steps to reduce all costs and uncancelable obligations incurred up to the date of termination. S. ALTERATION/AMENDMENT. a. Should University or Subcontractor, during the term of this Agreement, desire `to change any item of this Agreement, such change shall be proposed in writing to the other party who will, within thirty (30) calendar days of receipt of the request respond in writing whether the proposed change is accepted or rejected. The party requesting the amendment shall explain the reasons .for the amendment and identify all items to be changed. b. University's Program Manager shall approve all subcontract amendments. All Scope of Work and Implementation Workplan amendments, and budget amendments exceeding $10,000 in the aggregate over the subcontract term shall also require written approval by the State through University's Program Manager. C. Once approved, the Agreement shall be amended to provide the change mutually agreed upon. Subcontractors shall not make amended expenditures in advance of receiving the required written approvals of amendments. d. Paragraphs a. , b. , and c. do not apply to budget changes less than $10,000 in the aggregate over the subcontract term. Should University Program Manager or Subcontractor, during the term of the Agreement, desire to move funds between budget line items, such change shall be made in writing to the University Program Manager or Subcontractor (as appropriate) , who will approve the request in writing. -2- r 6 . 13ROVTSTONS AND EXHIBITS - 11u t_otlowing ciocumerlt-s and ex1libi.Ls arc: 111c01_porated lierei_n and made, a part- of this Agreement by Lhi.s reference: a. Subcontractor' s Proposals in response to the "Requests for Application ("RFA") for Regional Demonstration Partnerships" dated February 17, 1995, and the "BCEDP Provider Recruitment and Clinical Services Development Application" dated May 8, 1995. b. The attached Exhibit A-1, entitled "Equipment Purchased with State Funds, " consisting of two (2) pages copied back to back. C. The attached Exhibit A-2, entitled "Annual Inventory of State Furnished Equipment, " consisting of one (1) page. d. The attached Exhibit A(S) , entitled "Additional Provisions," excepting Paragraphs, 11, 13, 17 and 24, consisting of twelve (12) pages copied back to back. e. The attached Exhibit B, entitled " Budget." f. The attached Exhibit C, entitled "Scope of Work." g. The attached Exhibit F, entitled "Nondiscrimination Clause." h._ The attached Exhibit G, entitled "Short-Term Travel . Reimbursement Information, Effective July 1, 1993," consisting of two (2) pages copied back to back. i. The attached Exhibit H, entitled "Contract Uniformity," consisting of one (1) page. j . The attached Exhibit I, entitled "Confidentiality of Data and Information." k. The Request for Application (RFA) entitled "Requests for Application for Regional Demonstration Partnerships," dated February 17, 1995, and the "BCEDP Provider Recruitment and Clinical Services Development Application, " dated May 8, 1995. Upon approval for continuation to Phase II, the following documents shall be attached to this Agreement and incorporated herein by this reference no later than the start of Phase II: 1. Exhibit D, entitled "Implementation Workplan. " M. Exhibit DD, entitled "Implementation Workplan Clarification. " n. Exhibit E, entitled "In-Kind Community Support Budget. " -3- 7 . COMPENSATION. a . Ln corisiaerati.011 of the services performed in a manner acceptable to University, University shall reimburse Subcontractor no more frequently than monthly in arrears. b. Subcontractor shall submit invoices in conformance with Exhibit B, "Budget." C. The signed original and one copy of each invoice shall be submitted to University Administrative Manager, UC Davis Cancer Center-Admin. , Room 3003, 4501 X Street, Sacramento, CA 95817. A copy shall also be sent to the University Program Manager at the address shown in Paragraph 9 below. Upon approval by University payment will be made. d. The invoice shall be submitted according to the format and instructions provided by the University. The invoice shall be submitted under the letterhead of the Subcontractor and shall also contain: 1. The'State assigned IMA No. 93-19008, and the University assigned Agreement number 95-07720V. 2. Names and titles of all personnel for which reimbursement is requested and actual salaries of all personnel for the invoice period. 3. Actual expenses incurred according to the approved line item(s). The subcontractor shall only be reimbursed for employee vacation, sick leave, and other fringe benefits accrued during the subcontract term. 4. The original signature of an authorized official, employee,- or agent of Subcontractor certifying that expenditures claimed are actual. Invoices which do not conform to the budget or University format and instructions may be adjusted for payment or returned to Subcontractor for correction and resubmission. e. Monthly invoices must be submitted no later than thirty (30) working days after the end of the invoice period. Final invoices submitted. more than sixty (60) calendar days after subcontract termination SHALL NOT be honored unless the Subcontractor has obtained prior written approval from University. f. Indirect expenses and fringe benefits shall be reimbursed at actual costs incurred. Indirect costs shall not exceed 12%. g. The maximum dollar amount payable under this subcontract shall not exceed $200,000. Upon approval of Subcontractor for Phase II, funds contained in Exhibit B which have not yet been expended shall be expended for provider recruitment and clinical services development activities as specified in Exhibit C during the Phase II term. -4- h. Upon approval. by the University and State of Subcontractor's Phase I dclicrab s cc ;_;1i.ned in 11i.'t;it C, Lhe total awa:-d �:illount of L!iCrea.sed i_o Ili a?imu]➢ $390,000 l;',,S;ed upoll 01,_. deliverables contained in the approved Implementation Plan and availability of funds . i. University may approve one advance payment for Phase I up to 25% of $146,250. Upon approval of Phase I deliverables contained in Exhibit C, University may approve one advance payment for Phase II up to 25% of $243 ,750. Advance payments shall be liquidated when either of the following conditions first occur: 1) total reimbursements to Subcontractor (counting the advance payment as the FIRST reimbursement) reach the Phase I or Phase II amounts; or 2) no later than the invoice for the second to the last month of the Phase. University will deduct advance payment amounts from Subcontractor's invoices until the advance payment is fully liquidated. Once the advance payment is liquidated, Subcontractor will be reimbursed for invoice expenses. Subcontractor may repay all or any portion of an advance payment prior to this repayment schedule. For a Phase I advance payment, University shall deduct any balance due from Subcontractor's invoice pursuant to the above schedule. If the Phase I advance is not completely liquidated with the final Phase I invoice and Subcontractor has been approved for a Phase II advance, the outstanding balance shall not be liquidated from Phase II invoices but shall be counted as a portion of the Phase II advance payment. For a Phase II advance payment, University shall deduct any balance due from Subcontractor's invoices pursuant to the above schedule. If University determines that project expenditures may fall short of reaching the Phase II advance payment amount by Subcontractor's invoice . for the second to the last month of Phase II, University may require that Subcontractor begin repayment of a portion of the Phase II advance on earlier invoices. Upon termination/expiration of the subcontract, Subcontractor shall be solely liable for any outstanding advance payment balance and shall repay University upon demand. j . Non-performance, non-satisfactory performance or partial performance of deliverables. Where a deliverable/objective is not performed, not satisfactorily performed, or only partially performed, University shall calculate the dollar value of the non-performed, non-satisfactorily performed, or non-performed portion of the deliverable/objective by utilizing the percentages specified in Exhibit C, "Scope of Work, Part II" for Phase I and Exhibit D, "Implementation Workplan, Part II," for Phase II for each deliverable/objective. University shall reduce the maximum dollar amount payable to Subcontractor by deducting the dollar value of the deliverable/objective not performed or percentage of the deliverable/objective not performed from the maximum dollar amount payable. Any sum due Subcontractor in excess of the new maximum dollar amount payable shall not be paid. If the new maximum dollar amount payable is less than amounts already paid to Subcontractor, ,, Subcontractor shall pay such amount back to University upon its ''demand. Subcontractor agrees that such deductions to sums due or repayments to -5- University are offsets and no further amounts shall- be due to ,-;ocontr rzc i�c r. k. Overtime is not reimbursable under the terms of this Agreement. overtime is defined as anything over full time as defined by Subcontractors' policies. 8. DOCUMENTATION. a. Adequate documentation of each transaction shall be maintained by Subcontractor to.permit the audit of expenditures reimbursed under this Agreement. b. University and State shall have access to and the right to examine any pertinent books, documents, papers, and records of Subcontractor involving transactions and work related to this Agreement until the expiration of five (5) years after the final payment hereunder.- Subcontractor shall retain project records for a period of. five (5) years from the date of final payment. . 9. PROGRESS REPORTS, EVALUATION INSTRUMENTS AND OTHER CONTRACTUAL REQUIREMENTS. a. Subcontractor shall submit one (1) original and two (2) copies of Progress- Reports, which describe accomplishments during the report period to the University Program Manager at the following address: UCD/DHS Regional Demonstration Partnerships c/o Breast Cancer Early Detection Program P.O. Box 942732, Mail Station #6-62 Sacramento, CA 94234-7320 ATTN: Ms. Christine Siador, M.P.H. A copy of all such reports shall also be sent to the University Principal Investigator at the following address: UCD/DHS Regional Demonstration Partnerships University of California, Davis UC Davis Cancer Center 4501 R Street Sacramento, CA 95817 ATTN: James E. Goodnight, Jr. , M.D. , Ph.D. b. Progress Reports shall be due fifteen (15) days after completion of each report period unless otherwise specified, and a ' final Comprehensive Report to be cumulative in nature shall be due (30) days after the expiration of this Agreement unless other arrangements are authorized, according to the following schedule: FROM TO DUE DATE 1. First Report 06/15/95 10/31/95 11/30/95 2. Second Report 11/01/95 01/31/96 02/15/96 3. Third Report 02/01/96 04/30/96 05/15/96 4- Fourth Report 05/01/96 07/31/96 08/15/96 -6- S. Final Compre- licn i cpory /01./95 10/;7. 1.1/29/06 The Final Comprehensive Report shall cover the entire subcontract term. The Final Comprehensive Report shall provide an overall recapitulation of the subcontract, an understanding of the subcontract' s strengths and weaknesses and, at a minimum, include the following: 1) a description which summarizes and quantifies completed Phase I Scope of Work, provider recruitment and clinical services development, Phase II Implementation Workplan and Implementation Workplan Clarification deliverables; 2) quantity and type of in-kind support services generated; 3) a description of who Subcontractor intended to serve and who was actually served including the ethnic, geographic and age breakdown of partnership members, clients, providers and others served in the region; 4) a discussion and analysis of evaluation results in meeting overall goals of the RFA and Subcontract Amendment Application, including but not limited to: a) the number of potential providers contacted, methods of recruitment and technical assistance, the number of providers enrolled, and the number who have become productive providers. b) the number of eligible women screened and percentage this is of the regional target population. c) description of the client pre-qualification system(s) , including use of the 800 telephone number, the number of women prequalified, length of time to first appointment, and cost per client who keeps her initial appointment. d) effectiveness of regional follow-up and tracking system(s) , including the number of women followed up, the number of women lost to follow-up and reasons, and number of days between screening, diagnostic and/or treatment services, using State- generated data. e) description of activities involved in technical assistance to providers, clinic management, and claims submission, and f) the number of women assisted into treatment. S) written case study on the development and implementation of the regional partnership according to case study protocol developed by University Program Manager; 6) camera-ready copies of all audio/visual aids , brochures, pamphlets, curricula, training guides, presentation kits and other training, educational and promotional materials produced and/or funded under the subcontract; -7- 7) two (2) final copies of each piece of curriculum, training, ed,-�ca.ti�n�al r:n<�/n,- arivel-tisi_ng material; 8) a filial copy of all computer software and/or hardcopy client pre- qualification and client tracking/follow-up/referral systems including all manuals , instructions, curricula, training and other outreach/inreach materials produced under this subcontract; 9) a discussion of what was learned and recommendations for the future of the region or alternative organizational structure for accomplishing goals of the RFA; and 10) a discussion and reporting of any other items or activities required by University. d. Failure to submit timely and acceptable Reports is cause for invoice payments to the Subcontractor to be delayed or disallowed. e. Subcontractor shall complete evaluation and needs assessment instruments and other evaluation requirements as may be required by the University and State in accordance with a form and format prescribed by the University. f. Upon direction of University, Subcontractor shall coordinate and collaborate with the University and State to maximize the State Breast Cancer Early Detection Program's statewide Women's Targeted Outreach media campaign and other communication efforts. g. The Subcontractor shall comply with all University-issued Administrative/Program Policy Letters issued during the subcontract term provided that University shall only make changes or amend requirements which will not result in additional costs to Subcontractor. h. Commencing with the first Phase II Progress Report, Subcontractor shall provide a description of in-kind contributions, including identification of individuals/organizations contributing, activities and items contributed, goals and objectives towards which contributions are made, and approximate dollar value of contributions. 10. EQUIPMENT. a. Subcontractor shall obtain prior approval from University to purchase any items costing $500 or more per unit (before tax) , or any firearms, regardless of price. The above shall be considered inventorial equipment under this subcontract. All equipment listed in the approved budget on or before the date of purchase shall be considered approved for the purpose of this subcontract. b. Subcontractor agrees to complete and return to University Exhibit A-1 (with copy of invoice attached) upon purchase of approved equipment and complete and return to University Exhibit A-2 upon completion of subcontract term. Upon termination of the subcontract, State shall make final disposition of this equipment. -8- 11. TEMPORARY SALARY AW USTMENTS. Subcontractor_ shall submit a written request, in advance for Uni.ve��i_ty approval for any temporary ir) persmar!eI percentage of ti- ;,t., or salary. Such changes shall. not increase the total amount of any line item. Subcontractor shall obtain prior written University approval before submitting invoices which reflect the higher percentage of time or salary. Invoices without prior approval_ shall_ be processed for payment at the original rates. At no time will the University reimburse the Subcontractor more than 100% per full-time equivalent (FTE) position contained in this Agreement. Temporary salary adjustments shall not exceed 25% of the original high-end salary. All permanent increases, and temporary salary increases exceeding 25% of the original salary shall be requested through the amendment process described in Paragraph 5.a. - c. of this agreement. 12. CONTRACT GENERATED REVENUES. Subcontractor shall place any income generated by activities conducted under this Agreement, including interest earned on subcontract funds and advance payments, accruing to or received by the Subcontractor, into a separate, identifiable account. Any activities of Subcontractor conducted under this Agreement which generate revenue shall be pre-approved in writing by University. Revenue generated by the Subcontractor shall be utilized for agreed-upon, program-related needs to defray costs incurred by this project, to measurably expand the project or improve the quality of service detailed in this Agreement and shall be approved in writing by University. 13. USE OF UNIVERSITY/STATE NAME, PUBLICITY. Subcontractor shall not use the name of University or State in any. form or manner in advertisements, reports or other information released to the public without prior written approval of the University or State. Subcontractor agrees to submit to the University Administrative Manager, with a .copy to the University Program Manager, prior to release, copies of any proposed publicity pertaining to this Agreement. University reserves the right to modify or withdraw said publicity. In any publication that results from work supported in full or in part under this Agreement, Subcontractor shall insert and publish the following disclaimer: "Mention of trade name, proprietary product or specific equipment does .not constitute a guarantee or warranty by the University of California or State of California, nor does it imply approval to the exclusion of other products. The views expressed herein represent those of the authors and do not necessarily represent the position of the University of California or State of California. " 14. CONFLICT OF INTEREST. Subcontractor agrees that all reasonable efforts will be taken to ensure that no conflict of interest exists for its officers, agents or employees. Subcontractor will prevent employees, consultants, or members of governing bodies from using their position 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. In the event University determines that a conflict of interest situation exists , any increase in cost(s) associated with the conflict of interest may be disallowed and such conflict may constitute grounds for. -9- termi-nation of this subcontract. This provision shall not be construed to Prohibit the of persons with whom Subcontractor' s officers , or employee.; 1_.:inily, business or other ti-es as long; as the emp7.o�,.eni of such persons does not result in increased costs over those associated with employment of any other_ qualified applicant on a merit basis - 15. ACKNOWLEDGEMENT OF STATE PARTICIPATION AND HELPLINE REFERENCE. a. Subcontractor shall acknowledge the financial support of State funds whenever any findings, data, and materials developed pursuant to this subcontract are used in any publications and/or whenever Subcontractor creates a product (e.g. , conference brochure, a film, videotape, manual, book, pamphlet, etc. ) during the course of this subcontract, in the following manner: "This was made possible by funds received from the State Breast Cancer Fund through an agreement between the California State Department of Health Services, Breast Cancer Early Detection Program, and the University of California, Davis." b. Informational materials, including but not limited to, brochures, pamphlets, posters, curriculum, training guides, etc. , that are developed under this subcontract shall include the California Breast Cancer Early Detection statewide toll-free information Helpline, unless granted exemption by the State. 16. RELATIONSHIP OF THE PARTIES. The parties to this agreement shall be and remain independent contractors, neither being the employee, agent, representative or sponsor of the other. 17. COPYRIGHT AND OWNERSHIP OF MATERIALS. Subcontractor agrees that any and all "works of authorship," as defined in 17 United States Code Annotated (USCA) , section M(a) which are created, produced, developed or delivered as part of the scope of work underthis subcontract, whether or .not published, which can be considered "works made for hire" pursuant to 17 USCA, section 101, shall be considered works' made for hire. Subcontractor also agrees that the copyright to any and all such works made for hire under this subcontract, whether published or unpublished, belongs to the State from the moment of creation, as that term is defined in 17 USCA, section 101. Subcontractor agrees that the University shall have a royalty-free, non-exclusive right to use, reproduce, and disseminate all such materials for research and educational purposes. Subcontractor shall have a royalty-free, non-exclusive right to use, reproduce, and disseminate all such materials for research and educational purposes. Subcontractor also agrees and does hereby grant to the State for all purposes and to the University for research and educational purposes a royalty-free, non-exclusive, and irrevocable license throughout the world to reproduce, to prepare derivative works, to distribute copies, to perform, to display or to otherwise use, duplicate, or dispose of any work, data or material in any manner which is created, produced, developed, or delivered as part of the scope of work under this subcontract but which is not considered a "work made for hire Subcontractor agrees that the State shall have authority to grant such license to others- _10- i General Aggregate (BI, PO)* $1,000,000 'rr;r_.lucts , Completed Operations $1 ()0(),000 and Advertisi-ng lnjur. , $1 ,000,000 r.ggregate i_ :rch Occurrence $ '00,000 *(not applicable to comprehensive form) However, if such insurance is written on a claims-made form following termination of this Agreement, coverage shall survive for a period no less than three years. Coverage shall also provide for a retroactive date of placement coinciding with the effective date of this Agreement. 2. Business Auto Liability: (minimum Limits) for Owned, Schedules, Non-Owned, or Hired Automobiles with a combined single limit of no less than $1,000,000 per occurrence. 3. Workers' Compensation: as required under California State Law. 4. Such other insurance in such amounts as from time to time may reasonably be required by the mutual consent of University and Subcontractor against other insurable hazards relating to performance. Certificate(s) must name The Regents of the University of California as an additional insured and must obligate the insurer to notify University at least thirty (30) days prior to cancellation of or changes in any of the required insurance. 21. MEETINGS AND SITE VISITS. Subcontractor agrees to cooperate with the University and State by participating in such meetings and site visits as the University and State may deem necessary to fulfill the requirements of this subcontract. 22. SECONDARY SUBCONTRACTOR REQUIREMENTS. As used in this Agreement, the term "secondary subcontractor" includes any individual or entity which enters into a written agreement with Subcontractor to perform services.under this subcontractor. Subcontractor agrees that it is responsible for the performance of all requirements under this subcontract even if such performance is carried out by a secondary subcontractor or consultant. Subcontractor agrees that all secondary subcontractor and consultant agreements shall be in writing and include a provision requiring the secondary subcontractor or consultant to comply with all provisions and exhibits of this subcontract agreement and all applicable state laws. All secondary subcontractors and consultant agreements exceeding $2,500 shall be approved in advance by University. Upon expiration or termination of any secondary subcontract or consultant agreement exceeding $2,500, University shall be notified immediately. -12- Subcontractor also agrees that if Subcontractor enters into any agreements W ith other pr>> t. ._. to perform the work requi.r.ed under this stIhconr.ract Subcontractor ..`;_l ? reyui_re that each agreement include clauses granti.n;: 1.) the State a copyriglic interest in any works created, produced, developed or delivered as "o:orks made for hire" and the University a royalty-free , non- exclusive and irrevocable license throughout the world to reproduce , to prepare derivative works, to distribute copies, to perform, to display or otherwise use, duplicate or dispose of "works made for hire" under that agreement in any manner for research and educational purposes; and 2) the State for all purposes and the University for research and educational purposes a royalty-free, non-exclusive and irrevocable license throughout the world to reproduce, to prepare derivative works, to distribute copies., to perform, to display or otherwise use, duplicate or dispose of any work, data or material "not made for hire" under that agreement and the State authority to grant such license to others. 18. CHANGE OF ADDRESS/NOTICES. Either party, by written notice to the other, may change its official mailing address. Subcontractor agrees to notify University of such change within five (5) days of the change. Any notice required or permitted hereunder shall be sent to the parties by U.S. Mail, postage prepaid, or by personal service or as may otherwise be permitted by law, at the following addresses: To University: Office of Administration University of California Davis, CA 95616-8540 To Subcontractor: Wendel Brunner Contra Costa County Health Services Dept. 597 Center Avenue, Suite 200 Martinez, CA 94553 19. GOVERNING LAW. This Agreement shall be construed and enforced in accordance with the laws of the State of California. 20. INDEMNIFICATION AND INSURANCE. a. Subcontractor agrees to defend at University's election, indemnify and hold harmless University, its officers, agents and employees from and against all claims, losses and expenses (including reasonable attorneys' fees) of any kind whatsoever arising out of Subcontractor's performance of this Agreement and claimed to be due to acts or omissions of Subcontractor, its officers, agents or employees. b. Subcontractor shall furnish a Certificate of Insurance or statement of self-insurance showing minimum coverage as follows: 1. General Liability: Comprehensive or Commercial Form (Minimum Limits) -11- 23. PRIORITY OF 'N"MITS TONS may exist- between t-he olf. subcontract: and the attachments hereto, such i ric o ris i s te nc ie s shall be resolved by 17i%lill(I precedence in the following ordc!r: A. Regional Demonstration Partnership Subcontract. B. Exhibit A (S) , "Additional Provisions. " C. Exhibit C, "Scope of Work" , and Exhibit D, "Implementation Workp- lan.,, D. Exhibit DD, "Implementation Workplan Clarification. " E. Exhibit B, "Budget." F. Exhibit I, "Confidentiality of Data and Information. " G. Subcontractor's proposal in response to RFA and Application. H. Exhibit E, "In-Kind Community Support Budget." I. And, any other exhibits, provisions, terms, or materials, including Program/Administrative letters, incorporated herein by reference or otherwise incorporated herein whether or not these-are attached to this subcontract agreement. J. RFA and Application. 24. COMPLETE AGREEMENT. This Agreement constitutes the entire understanding between the parties respecting the subject matter contained herein and supersedes any and all prior oral or written agreements respecting such subject matter. No waiver, modification, or addition to this agreement shall be binding unless expressed in writing and signed by both parties. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by an appropriate officer as of the day and year first above written. THE REG OF T CONTRA COSTA COUNTY REG ITY OF FORNIA HEALTH SERVICES DEPARTMENT By: are By: ,;Ira a "rm . nn Jo veter mian Title: Business Cot,acts Officer Title: -13- i " I row � i � � � � MI III 96 tE v z u to do o 0 0 0 O o. Z 0) C is 10 T CL 00 rz; .44 cu 0 ca a o .o O ci �. G O• c� L1 cS U c`� U r�D O O E0 O cd 'U � y o G o a� p. y V T e -• -� m 0.. CIA 1— N � O UD to p cb O p .+ O» x O �O � � C N 01 Cdp u Y.1 6J `� @ C�7 td —11� 0�3 U-) ¢ O Cl) t�j9 T O X, 0 N f3 S� -' b4 Cd .' .0 uD Qy cq t -d 1 H G to °«+ >N ca ° - o b 6. A 03 a: o o16. 0 o ro tied° o � .0 � � � to 0,zz 0- 0 � d o o H v o 0 0 .r o p O aQ p �U H 10 .G to o °3 `� o v '� a` '� D o o 04 o t- ,a„ o Q 0 ZZ to ca o A a N U a od ta 10 60 10 0 am o ca na 0 o c) r °? :3 � 0 0 0 6ca c a a '� ct .fl 0 ba ° ° ° .tea yy 9p 0 r of K3 cd Cd,� 0- C.t 4) C.? Z v 4.) r O ami 100 d O t o Q to Cid xoa� N p a -' oto -- x f. 0) u�4 p O Cd U y -, {� �+N U `' O per^ p t!7 ca cva p p LO {+Jl 0 v 0 Z N Cl) O � � � a I � I m E o C6 I- 0 ro <01 IUD 0 IOD (D <0 0 0 to bp 0 N LO Cf) 0 cq ce) Ell to 4 0 0 0 00.0 M 0 0"�R CO 0 tt 00 v 14 to 0 :z ig 0 Jou ci M* < 0 CID .0 bn ro Q. Q cu, O zu 0 Z Z IX C-L 0 1:3 0 0 < 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. d. 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 $10p00 or more,the provisions of subparagraph b shall apply. - 1 - CNtS instructional Butotii No.06(1/91) _a (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 deriver 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 fisted In said agreement shall hold a valid State of California driver's license. In the event 12 or more passengers are to be carred 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 S5OOfM per occurrence for bodily injury and property damage liability combined. The certificate of insurance must Include provisions(i)and(ii),stating that: (0 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) of not less than one (1) year. Nev., certificates of insurance ore subject to In, 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 with 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 nonexpendabie 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. 6. 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 property 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- 1 ` 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 of 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)." S. 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 is 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. Nondscrimination 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- A Exhibit A(S) Or ti 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 rights to 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 80.6,84.61,and 90.42. if a fine! repeft is required by this eentfeet, 10 pereent ef the face Ell 1 , 10. 58 percent of the final invoice,whi not to exceed $3,000,shall be 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. G. .56fbjeGt DGtG. .,",s u5e din this eleese, the tefFn -GuNe et D cite' means �!,tjjjq US so recordings, pictorial reproductions, drawin s g� is representa#ions, procedural manual work flow charts, equipment descriptions, data files fry -�si •' -5- tgf�#4bfej which ofe-f contract. The Jerm does not include financial reports, cost analyses, and similar inf ciior, incidental to contract administration. b. Federal Government and State Rights. Subject only to the provision c below, the Federal Govemment and State may use,duplicate, or disclose in an anner and for any purpose whatsoever, and have or permit others to do so, all sect Data delivered under this contract. c. License to Copyrighted Data. In additio o the Federal Government and State rights as provided in b above, with respect any subject data which may be copyrighted, the Contractor agrees to and d hereby grant to the Federal Government and State a royalty-free, nonexciusiv nd irrevocable license throughout the world to use, duplicate, or dispose of such a in any manner for State or Federal Government purposes and to have or perm' ers to do so. Provided, however, that such license shall be only to the extent t he Contractor now has, or prior to completion or final settlement of this con ct may acquire, the right to grant such license without becoming liable to pay 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$5,000.) The Contractor agrees under penalty of perjury(i ,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 on 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 Segtion 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 S100A00 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 aeon 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 pe44arMed 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 wl ich the contract is being performed. The terms used in this parogrC;ph hove 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'ploced 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- 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. If pill it reimbursable item in7n : t, it shall be printed or produced by the er The State Printer may, at his slect to forego said work a a e the work to the private sector. If the State Pr produces or the State obtains the printing or other work through the Ourement, the cost will be deducted from said contract amount. This roes not apply to normal in-house copying necessary for routine 16. 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 imrnediaiely preceding t a-yecr period because of the Contractor"s tcilure to comply with an order of a federal ccu which orders the Contractor to comply`,pith an order of the National Labor Relations Board. 21. Documents tend Mitten 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 dollaramounts 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 S5fM. 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 Titie 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 Hedtl-h-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- section which exempts from Federal cudit requirements any nonprofit institution receiving less than $25DbO 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. eonfrccf44ne�� by Government Code, Section 11010.5, or Public Contract Code, Sec 6, the amendment shall be subject to the approval of the Department eral Services,unless otherwise exempted. b. if any amendment to this c s the effect-of increasing the monetary amount of the contract or an ent by the State to Indemnify or save harmless the Contractor, his a e employees, the amendment shall be approved by the Department of 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,orofficial. (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) Contractoror 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 704 10) b. Former State kers 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 some general subject area as the proposed contract within the 12-month period prior to the employee leaving state service. (Citation: Public Contract Code.Section 1041 1) - 11 - 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. bl. 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- Deportment of Health services Exhibit G Conncc' Mcnogemenl Unit SHORT-TERM TRAVEL REIMBURSEMENT INFORMATION EFFECTIVE JULY 1, 1993 I. The following rate policy is to be applied for reimbursing the travel expenses of persons under contract: a. Short Term Travel is defined as a 24-.hour period, and less than 31 consecutive days- Starting time is either one hour prior to takeoff time or from the time a person leaves his or her home, whichever is earlier. b. Contractors on travel status for more than one 24-hour period and less than 31 consecutive days may claim a tractional part of a period of more than 24 hours. Consult the chart appearing on page 2 of this bulletin to determine the reimbursement allowance. (1) Lodging: Statewide Rate (no receipts) $24.99 Statewide Rate (with receipts) Actual costs up to $79.00 plus tax. Reimbursement for actual lodging expenses exceeding the above amounts may be allowed with the advance written approval of the Deputy Director of the Department of Health Services or his or.her designee. Receipts are required. (2) . Meals/Supplemental Expenses(with or without receipts):- Breakfast $5.50 Dinner $17.00 Lunch 9.50 Incidentals 5.00 c. Out-of-state travel.may only be reimbursed if such travel has been stipulated in the contract 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 meats and supplemental expenses each 24-hour period computed at the rates listed in b(2) above. d. In computing allowances for continuous periods of travel of less than 24 hours, consult the chart appearing on page 2 of this bulletin. e. No meal or lodging expenses will be reimbursed for any period of travel that occurs within normal working hours. 2. If any of the reimbursement rates stated herein change by law. an amendment to the contract must be entered into to incorporate the new rates. The effective date of any new rates will be determined by the effective date of the contract amendment. 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 caller fares; private car mlleage; 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 or her car for transportation, the rate of pay will be 24 cents per mile. If, however, the contractor claims that his or her actual cost Is over 24 cents per mile, the contractor may claim up to 30 cents per mile provided the contractor types on an Invoice and certifies the following: 'I certify that the actual cost of operating my vehicle was equal to or greater than the rate I have claimed." If a contractor uses his or her car 'in lieu of" air fare, 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. Amounts claimed In excess of 24 cents per mile may be reported to the Internal Revenue Service. 5. The contractor may be required to furnish details surrounding each period of travel. Travel detail may include but not be Ilmlted to: departure and return times, destination points, miles driven, mode of transportation, etc- h. Contractors are to consult with the program with which the contract is held to obtain specific invoicing procedures. CMU Bulletin No.01 (11/93) 1 of 2 SHORT-TERM TRAVEL GUIDE IF LENGTH OF TRAVEL IS IF THIS CONDITION EXISTS CONTRACTOR MAY CLAIM Less than 24 hours Travel period began at least one Breakfast hour before the regularly scheduled work day began. Example: A contractor may claim breakfast If.during a period of travel, he or she begins their travel of 7:00 a.m. or earlier and their normal working day was scheduled to begin at 8.00 o.m. Less than 24 hours No lunch Less than 24 hours Travel period ends at least one Dinner hour after the regularly scheduled work day ends. 24 hours A contractor is on travel status for Breakfast,lunch,and dinner a full 24-hour period (determined begin and end times). Last tractional part of Return at or atter 9:00 a.m. Breakfast more than 24 hours Example. If a contractor returns the last day of a trip of more than 24 hours at or after 9:00 a.m., a breakfast allowance may be claimed Last fractional part of Return at or after 2:00 p.m. Lunch more than 24 hours. Example: If a contractor returns the last day of a trip of more than 24 hours at or after 2:00 p.m., a lunch allowance may be claimed. Last fractional part of Return at or after 7.00 p.m. Dinner more than 24 hours. Example: If a contractor retums the lost day of a trip of more than 24 hours at or after 7.•00 p.m., a dinner allowance may be ctafined. CMU Bulletin No.01 (1/93) 2 of 2 t_r -1 1`+'a'.• 1 1�; _i_t f-'ur'L I HL I H 313 64r=5 P.fi -I_ . Contra Costa county Regional Breast Cancer Partnership Contra Costa County Health Services Department Regional Breast Cancer Partnership BUDGET June 1, 1995 - November 30, 1995 (Phage I Partnership) June 1, 1995 - October 31, 1996 (Provider Component) A. PERSONNEL EXPENSES SALARY PERCENT AMOUNT RANGE OF TIME REOUESTED 1_ Project Director M $4,696 25t x 6 15t X 17 $18,023.00 2. Project Coordinator M $3400-$4400 75-100% x 3 $13,200.00 - 3_ Prov Rel Clin Sery Coord M $3400-$4&e-&4t0 75-80* X L4 $50,400.00 4. Commty Sery Rep M $2480-$3000 50* x 14 $21,000.00 5. Medical Consultant (in kind) $0(in-kind) 6. Project Assistant M $1900-$2500 50t x 3 25% x 15 $13,125.00 TOTAL SALARIES $115,748.00 Total Fringe Benefits at (7.9%-31t) $15,936.00 TOTAL PERSONNEL EXPENSES $131,684.00 B. - OPERATING EXPENSES 1_ Total General Expenses: Includes Office Supplies, $ 8,998.00 Comm=ications, Postage, and Duplicating 2. Space Rent/Lease $ 6,919.00 1.75 FTEs x$1.50 sq ft x 150 sq ft x 3 mos+1.7 FTV S x 150 sq. ft x 1.50 dq ft x 15 mos- 3. Printing $ 935.00 - 4. Training & Travel (at State DPA rates) a. BCEDP Training $ 750.00 b. BCEDP Travel $ 1,500.00 c. Agency Training $ 500.00 d. Agency Travel $ 1,500.00 5. Equipment Rental M400- 6. Equipment Purchase 7. Consultant Services 8. Contractural services/subcontracts 9. Educational Materials 10. Promotional Items $ 500.00 11. Incentive Items 50.00 12_ Additional Expenses $ 3,300.00 TOTAL OPERATING EXPENSES $46,887.00 TOTAL PERS & OPERATING EXP $178,571.00 C. 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During-the perfonnance of this contract,contractorand 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. State of Cali fornia--ffe,lth and welfare Agency Department of Health Services Contract Management Section I Exhibit i Contract Uniformity (Applic:f?le to nonprofit orranize-igns onfy) Pursuant to the provisions of Article 1-S (commencing with Section 242) of Chapter 2 of Part 1 of Division 1 of the Health and Safety Code, the Department of Health Services, an agency of the State of Cafifornia, sets forth the following policies,procedures,and guidelines regarding fringe benefits in direct-service (subvention) contracts. 1. As used in this agreement, 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. As used herein, pension plan costs shall be construed as a fringe benefit. 2. As used herein,fringe benefit does not include: a. 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 b. Director's and executive committee member's fees c. Incentive awards d. Allowances for off-site pay e. Incentive pay f. Location allowances g. Hardship pay h. Cost-of-living differentials 3. To be an allowable fringe benefit,it is agreed the cost must meet the following criteria: a. Be necessary and reasonable for the performance of the contract b. Be determined in accordance with generally accepted accounting principles c. Be consistent with policies that apply uniformly to all activities of the Contractor 4. Specific allowable fringe benefits are identified as: a. Fringe benefits representing regular compensation paid to employee for vacation, sick leave,jury duty, military training, and the like provided they are absorbed by all organizational activities in proportion to t the relative amount of time or effort actually devoted to each b. Fringe benefits in the form of employer contributions for payroll taxes, employee health and unemployment insurance, worker's compensation,and employer's share of pension plans provided they are granted in accordance with established written organization policies 5_ It is agreed by both parties that any and all fringe benefits shall be at cost_ C:'i$ instrucnonaf 13uffetin No i i CONFIDENTIALITY OF DATA AND INFORMATION Confidential information includes any written or oral information, including but not limited to, name, address, telephone number, social security number, medical identification number, driver's license number, credit card or other account number, records of medical services provided, social and economic conditions or circumstances, agency evaluation of personal information, medical data including diagnosis and past history or disease or disability, and any other written or oral communications, records, reports, interviews or statements which could identify the individual subject of the information. a. Any entity funded by the Breast Cancer Early Detection Program (BCEDP) shall collect personal and medical information necessary to administer this program from any individual applying for services under this program. The information shall be confidential and shall not be disclosed other than for purposes directly connected with the, administration of this program or except as provided for by law for public health purposes, state or federal regulations, or pursuant to written authorization of the person who is the subject of the information or by his or her guardian or conservator. b. 'Any entity funded by the BCEDP may disclose the confidential information to medical personnel and fiscal intermediaries of the State to the extent necessary to administer this program, and to other State public health agencies or medical researchers when the confidential information is necessary to carry out the duties 'of those agencies or researchers in the investigation, control, or surveillance of breast cancer. C. Confidential information collected under this subcontract or secondary subcontracts, except for statistical information not identifying any individual, shall not be disclosed, except as provided for by law for public health purposes, state or federal rules and regulations, or pursuant to written authorization of the person who is the subject of the information or by his or her guardian or conservtor. d. Confidential information collected under this subcontract or secondary subcontracts shall not directly identify an individual as one who has applied for or been given services for alcohol or drug abuse by a federally-assisted drug or alcohol abuse prevention program (as defined in federal law at 42 C.F.R. 2.11) or identify other facts about an individual of a confidential nature not authorized by law for public health purposes or state or federal rules and regulations. e. Nothing in this Exhibit shall prohibit the publication by State, University or Subcontractor of statistical or summary data or information in which individual beneficiaries are not, and cannot be identified, including compilations of numbers of services, number, ethnic, geographic, age breakdown, stages of presentation and diagnostic and treatment status of clients; client pre-qualification activities; referral , tracking, follow-up and advocacy for treatment activities; the incidence and stages p ^ ` ~ uF hreaSL ci�occr ooIi� �nd �ur� aliiy �|a| e e� � vhi�h do oo� identifly indlvidu6 | ca1u'S and sources o[ io[onxvious affiliation. f. Unless otherwise provided for by law for public health purposes or state or federal rules and regulations, Subcontractor shall submit to the State for review prior to release to the public all Works and derivative works as defined in this subcontract. Upon State approval that confidentiality requirements have been met, Subcontractor may release or disseminate said materials. Subcontractor shall delete or scramble all confidential information as required by the Ita18' Permission by the State in disclose confidential information on one occasion shall not authorize Subcontractor, secondary subcontractors, any other individuals or entities, or the recipients of such information to further disclose such information on another occasion. g' Subcontractor shall develop policies, procedures and protocols to protect confidential information that is disclosed or becomes available to Subcontractor under this subcontract. Subcontractor shall ensure that all employees, agents (e.g. , volunteers) , officers, secondary subcontractors, and others to whom confidential information is disclosed or becomes available Under this subcontract adhere to these policies, procedures, and protocols. `