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Agreement A-17-469 with CDPH.pdf
Agreement No. 17-469 ACCEPTANCE OF ALLOCATION AGREEMENT County of Fresno Agreement Number: CTCP-17-10 Agreement Amount: $1 ,317,644.00 Proposition 56: Proposition 99: $1 '167,644.00 $150,000.00 FUNDING PERIOD: July 1, 2017 through June 30, 2018 I certify this Tobacco Control Program will comply with all applicable policies, procedures, and legal requirements as described in the Comprehensive Tobacco Control Plan Guidelines including: the Allocation Agreement Terms; Local Lead Agency Administrative and Policy Manual; and, any statutes, program letters, and other conditions stipulated by the California Tobacco Control Program. Authorized Signature ~\l20d I Date p~ '?h.u...u-. e..ru..._..~ ~ t~"- Printed Name and Title ' ATTEST: BERNICE E. SEIDEL, Clerk Board of Supervisors .,~~·~ ep ty LLA P99 P56 Allocations 17-21; 6/15/2017 Page 1 of 4 California Tobacco Control Program Local Lead Agency Allocation Table for Proposition 99 and Proposition 56 Funds FY 2017/18 - FY 2020/21 LLA Agreement FY 17/18 FY 17/18 FY 17/18 FY 17/18 FY 17/18 Prop 99 Prop 99 Prop 99 Prop 56 Prop 99/56 (Estimate) Adjustment @ Budget Act @ Budget Act Total Alameda CTCP-17-01 $150,000 $0 $150,000 $1,886,917 $2,036,917 Berkeley CTCP-17-01A $150,000 $0 $150,000 $175,190 $325,190 Alpine CTCP-17-02 $150,000 $0 $150,000 $219,105 $369,105 Amador CTCP-17-03 $150,000 $0 $150,000 $219,105 $369,105 Butte CTCP-17-04 $150,000 $0 $150,000 $319,042 $469,042 Calaveras CTCP-17-05 $150,000 $0 $150,000 $219,105 $369,105 Colusa CTCP-17-06 $150,000 $0 $150,000 $219,105 $369,105 Contra Costa CTCP-17-07 $150,000 $0 $150,000 $784,024 $934,024 Del Norte CTCP-17-08 $150,000 $0 $150,000 $219,105 $369,105 El Dorado CTCP-17-09 $150,000 $0 $150,000 $224,068 $374,068 Fresno CTCP-17-10 $150,000 $0 $150,000 $1,167,644 $1,317,644 Glenn CTCP-17-11 $150,000 $0 $150,000 $219,105 $369,105 Humbolt CTCP-17-12 $150,000 $0 $150,000 $219,105 $369,105 Imperial CTCP-17-13 $150,000 $0 $150,000 $219,105 $369,105 Inyo CTCP-17-14 $150,000 $0 $150,000 $219,105 $369,105 Kern CTCP-17-15 $150,000 $0 $150,000 $742,762 $892,762 Kings CTCP-17-16 $150,000 $0 $150,000 $219,105 $369,105 Lake CTCP-17-17 $150,000 $0 $150,000 $150,000 $300,000 Lassen CTCP-17-18 $150,000 $0 $150,000 $219,105 $369,105 Los Angeles CTCP-17-19 $2,437,863 ($800,617) $1,637,246 $17,831,129 $19,468,375 Pasadena CTCP-17-19B $150,000 $0 $150,000 $291,083 $441,083 Long Beach CTCP-17-19A $150,000 $0 $150,000 $924,331 $1,074,331 Madera CTCP-17-20 $150,000 $0 $150,000 $219,105 $369,105 Marin CTCP-17-21 $150,000 $0 $150,000 $418,708 $568,708 Mariposa CTCP-17-22 $150,000 $0 $150,000 $219,105 $369,105 Mendocino CTCP-17-23 $150,000 $0 $150,000 $150,000 $300,000 Merced (CHC) 17-10008 $150,000 $0 $150,000 $314,966 $464,966 Modoc CTCP-17-25 $150,000 $0 $150,000 $219,105 $369,105 Mono CTCP-17-26 $150,000 $0 $150,000 $219,105 $369,105 Monterey CTCP-17-27 $150,000 $0 $150,000 $562,496 $712,496 Napa CTCP-17-28 $150,000 $0 $150,000 $219,105 $369,105 Nevada CTCP-17-29 $150,000 $0 $150,000 $219,105 $369,105 Orange CTCP-17-30 $321,138 ($93,908) $227,230 $2,234,068 $2,461,298 Placer CTCP-17-31 $150,000 $0 $150,000 $160,744 $310,744 Plumas CTCP-17-32 $150,000 $0 $150,000 $219,105 $369,105 Riverside CTCP-17-33 $198,926 ($48,926) $150,000 $1,383,869 $1,533,869 Sacramento CTCP-17-34 $205,763 ($55,763) $150,000 $1,431,435 $1,581,435 San Benito CTCP-17-35 $150,000 $0 $150,000 $219,105 $369,105 San Bernardino (CHC) 17-10038 $237,326 ($87,326) $150,000 $1,651,007 $1,801,007 San Diego CTCP-17-37 $374,820 ($109,606) $265,214 $2,607,515 $2,872,729 San Francisco CTCP-17-38 $336,864 ($98,507) $238,357 $2,343,463 $2,581,820 San Joaquin CTCP-17-39 $150,000 $0 $150,000 $757,110 $907,110 San Luis Obispo CTCP-17-40 $150,000 $0 $150,000 $352,011 $502,011 San Mateo CTCP-17-41 $150,000 $0 $150,000 $634,019 $784,019 Santa Barbara CTCP-17-42 $150,000 $0 $150,000 $344,271 $494,271 Santa Clara CTCP-17-43 $327,814 ($95,861) $231,953 $2,280,505 $2,512,458 Santa Cruz CTCP-17-44 $150,000 $0 $150,000 $335,184 $485,184 Shasta CTCP-17-45 $150,000 $0 $150,000 $258,374 $408,374 Sierra CTCP-17-46 $150,000 $0 $150,000 $219,105 $369,105 Siskiyou CTCP-17-47 $150,000 $0 $150,000 $219,105 $369,105 Solano CTCP-17-48 $150,000 $0 $150,000 $579,764 $729,764 Sonoma CTCP-17-49 $160,766 ($10,766) $150,000 $670,943 $820,943 Stanislaus CTCP-17-50 $150,000 $0 $150,000 $556,234 $706,234 Sutter CTCP-17-51 $150,000 $0 $150,000 $219,105 $369,105 Tehama CTCP-17-52 $150,000 $0 $150,000 $219,105 $369,105 Trinity CTCP-17-53 $150,000 $0 $150,000 $219,105 $369,105 Tulare CTCP-17-54 $150,000 $0 $150,000 $598,627 $748,627 Tuolumne CTCP-17-55 $150,000 $0 $150,000 $219,105 $369,105 Ventura CTCP-17-56 $150,000 $0 $150,000 $672,716 $822,716 Yolo CTCP-17-57 $150,000 $0 $150,000 $261,051 $411,051 Yuba CTCP-17-58 $150,000 $0 $150,000 $219,105 $369,105 $12,401,280 ($1,401,280) $11,000,000 $51,752,000 $62,752,000 LLA P99 P56 Allocations 17-21; 6/15/2017 Page 2 of 4 California Tobacco Control Program Local Lead Agency Allocation Table for Proposition 99 and Proposition 56 Funds FY 2017/18 - FY 2020/21 LLA Agreement FY 18/19 FY 18/19 FY 18/19 Prop 99 Prop 56 Prop 99/56 (Estimate) (Estimate) Total Alameda CTCP-17-01 $150,000 $1,429,105 $1,579,105 Berkeley CTCP-17-01A $150,000 $150,000 $300,000 Alpine CTCP-17-02 $150,000 $168,270 $318,270 Amador CTCP-17-03 $150,000 $168,270 $318,270 Butte CTCP-17-04 $150,000 $245,020 $395,020 Calaveras CTCP-17-05 $150,000 $168,270 $318,270 Colusa CTCP-17-06 $150,000 $168,270 $318,270 Contra Costa CTCP-17-07 $150,000 $600,384 $750,384 Del Norte CTCP-17-08 $150,000 $168,270 $318,270 El Dorado CTCP-17-09 $150,000 $172,082 $322,082 Fresno CTCP-17-10 $150,000 $894,150 $1,044,150 Glenn CTCP-17-11 $150,000 $168,270 $318,270 Humbolt CTCP-17-12 $150,000 $168,270 $318,270 Imperial CTCP-17-13 $150,000 $168,270 $318,270 Inyo CTCP-17-14 $150,000 $168,270 $318,270 Kern CTCP-17-15 $150,000 $568,787 $718,787 Kings CTCP-17-16 $150,000 $168,270 $318,270 Lake CTCP-17-17 $150,000 $150,000 $300,000 Lassen CTCP-17-18 $150,000 $168,270 $318,270 Los Angeles CTCP-17-19 $1,343,320 $13,654,591 $14,997,911 Pasadena CTCP-17-19B $150,000 $222,903 $372,903 Long Beach CTCP-17-19A $150,000 $707,827 $857,827 Madera CTCP-17-20 $150,000 $168,270 $318,270 Marin CTCP-17-21 $150,000 $321,563 $471,563 Mariposa CTCP-17-22 $150,000 $168,270 $318,270 Mendocino CTCP-17-23 $150,000 $150,000 $300,000 Merced (CHC) 17-10008 $150,000 $241,192 $391,192 Modoc CTCP-17-25 $150,000 $168,270 $318,270 Mono CTCP-17-26 $150,000 $168,270 $318,270 Monterey CTCP-17-27 $150,000 $430,744 $580,744 Napa CTCP-17-28 $150,000 $168,270 $318,270 Nevada CTCP-17-29 $150,000 $168,270 $318,270 Orange CTCP-17-30 $192,754 $1,710,789 $1,903,543 Placer CTCP-17-31 $150,000 $150,000 $300,000 Plumas CTCP-17-32 $150,000 $168,270 $318,270 Riverside CTCP-17-33 $150,000 $1,059,729 $1,209,729 Sacramento CTCP-17-34 $150,000 $1,096,154 $1,246,154 San Benito CTCP-17-35 $150,000 $168,270 $318,270 San Bernardino (CHC) 17-10038 $150,000 $1,264,296 $1,414,296 San Diego CTCP-17-37 $224,974 $1,996,764 $2,221,738 San Francisco CTCP-17-38 $202,192 $1,794,560 $1,996,752 San Joaquin CTCP-17-39 $150,000 $579,774 $729,774 San Luis Obispo CTCP-17-40 $150,000 $269,560 $419,560 San Mateo CTCP-17-41 $150,000 $485,515 $635,515 Santa Barbara CTCP-17-42 $150,000 $263,634 $413,634 Santa Clara CTCP-17-43 $196,760 $1,746,348 $1,943,108 Santa Cruz CTCP-17-44 $150,000 $256,675 $406,675 Shasta CTCP-17-45 $150,000 $198,428 $348,428 Sierra CTCP-17-46 $150,000 $168,270 $318,270 Siskiyou CTCP-17-47 $150,000 $168,270 $318,270 Solano CTCP-17-48 $150,000 $445,251 $595,251 Sonoma CTCP-17-49 $150,000 $515,276 $665,276 Stanislaus CTCP-17-50 $150,000 $425,949 $575,949 Sutter CTCP-17-51 $150,000 $168,270 $318,270 Tehama CTCP-17-52 $150,000 $168,270 $318,270 Trinity CTCP-17-53 $150,000 $168,270 $318,270 Tulare CTCP-17-54 $150,000 $458,412 $608,412 Tuolumne CTCP-17-55 $150,000 $168,270 $318,270 Ventura CTCP-17-56 $150,000 $515,148 $665,148 Yolo CTCP-17-57 $150,000 $199,906 $349,906 Yuba CTCP-17-58 $150,000 $168,270 $318,270 $10,560,000 $39,745,536 $50,305,536 LLA P99 P56 Allocations 17-21; 6/15/2017 Page 3 of 4 California Tobacco Control Program Local Lead Agency Allocation Table for Proposition 99 and Proposition 56 Funds FY 2017/18 - FY 2020/21 LLA Agreement FY 19/20 FY 19/20 FY 19/20 Prop 99 Prop 56 Prop 99/56 (Estimate) (Estimate) Total Alameda CTCP-17-01 $150,000 $1,365,061 $1,515,061 Berkeley CTCP-17-01A $150,000 $150,000 $300,000 Alpine CTCP-17-02 $150,000 $161,550 $311,550 Amador CTCP-17-03 $150,000 $161,550 $311,550 Butte CTCP-17-04 $150,000 $235,235 $385,235 Calaveras CTCP-17-05 $150,000 $161,550 $311,550 Colusa CTCP-17-06 $150,000 $161,550 $311,550 Contra Costa CTCP-17-07 $150,000 $576,034 $726,034 Del Norte CTCP-17-08 $150,000 $161,550 $311,550 El Dorado CTCP-17-09 $150,000 $165,210 $315,210 Fresno CTCP-17-10 $150,000 $857,886 $1,007,886 Glenn CTCP-17-11 $150,000 $161,550 $311,550 Humbolt CTCP-17-12 $150,000 $161,550 $311,550 Imperial CTCP-17-13 $150,000 $161,550 $311,550 Inyo CTCP-17-14 $150,000 $161,550 $311,550 Kern CTCP-17-15 $150,000 $545,718 $695,718 Kings CTCP-17-16 $150,000 $161,550 $311,550 Lake CTCP-17-17 $150,000 $150,000 $300,000 Lassen CTCP-17-18 $150,000 $161,550 $311,550 Los Angeles CTCP-17-19 $1,079,112 $13,100,796 $14,179,908 Pasadena CTCP-17-19B $150,000 $213,863 $363,863 Long Beach CTCP-17-19A $150,000 $679,120 $829,120 Madera CTCP-17-20 $150,000 $161,550 $311,550 Marin CTCP-17-21 $150,000 $308,721 $458,721 Mariposa CTCP-17-22 $150,000 $161,550 $311,550 Mendocino CTCP-17-23 $150,000 $150,000 $300,000 Merced (CHC) 17-10008 $150,000 $231,410 $381,410 Modoc CTCP-17-25 $150,000 $161,550 $311,550 Mono CTCP-17-26 $150,000 $161,550 $311,550 Monterey CTCP-17-27 $150,000 $413,274 $563,274 Napa CTCP-17-28 $150,000 $161,550 $311,550 Nevada CTCP-17-29 $150,000 $161,550 $311,550 Orange CTCP-17-30 $150,000 $1,641,404 $1,791,404 Placer CTCP-17-31 $150,000 $150,000 $300,000 Plumas CTCP-17-32 $150,000 $161,550 $311,550 Riverside CTCP-17-33 $150,000 $1,016,749 $1,166,749 Sacramento CTCP-17-34 $150,000 $1,051,697 $1,201,697 San Benito CTCP-17-35 $150,000 $161,550 $311,550 San Bernardino (CHC) 17-10038 $150,000 $1,213,020 $1,363,020 San Diego CTCP-17-37 $188,804 $1,915,780 $2,104,584 San Francisco CTCP-17-38 $169,684 $1,721,778 $1,891,462 San Joaquin CTCP-17-39 $150,000 $556,260 $706,260 San Luis Obispo CTCP-17-40 $150,000 $258,628 $408,628 San Mateo CTCP-17-41 $150,000 $465,824 $615,824 Santa Barbara CTCP-17-42 $150,000 $252,941 $402,941 Santa Clara CTCP-17-43 $150,000 $1,675,521 $1,825,521 Santa Cruz CTCP-17-44 $150,000 $246,265 $396,265 Shasta CTCP-17-45 $150,000 $190,504 $340,504 Sierra CTCP-17-46 $150,000 $161,550 $311,550 Siskiyou CTCP-17-47 $150,000 $161,550 $311,550 Solano CTCP-17-48 $150,000 $427,470 $577,470 Sonoma CTCP-17-49 $150,000 $494,698 $644,698 Stanislaus CTCP-17-50 $150,000 $408,674 $558,674 Sutter CTCP-17-51 $150,000 $161,550 $311,550 Tehama CTCP-17-52 $150,000 $161,550 $311,550 Trinity CTCP-17-53 $150,000 $161,550 $311,550 Tulare CTCP-17-54 $150,000 $439,820 $589,820 Tuolumne CTCP-17-55 $150,000 $161,550 $311,550 Ventura CTCP-17-56 $150,000 $494,255 $644,255 Yolo CTCP-17-57 $150,000 $191,798 $341,798 Yuba CTCP-17-58 $150,000 $161,550 $311,550 $10,137,600 $38,155,714 $48,293,314 LLA P99 P56 Allocations 17-21; 6/15/2017 Page 4 of 4 California Tobacco Control Program Local Lead Agency Allocation Table for Proposition 99 and Proposition 56 Funds FY 2017/18 - FY 2020/21 LLA Agreement FY 20/21 FY 20/21 FY 20/21 FY 17/18 - FY 20/21 Prop 99 Prop 56 Prop 99/56 PROP 99 + PROP 56 (Estimate) (Estimate) Total TOTALS Alameda CTCP-17-01 $150,000 $1,303,603 $1,453,603 $6,584,686 Berkeley CTCP-17-01A $150,000 $150,000 $300,000 $1,225,190 Alpine CTCP-17-02 $150,000 $155,085 $305,085 $1,304,010 Amador CTCP-17-03 $150,000 $155,085 $305,085 $1,304,010 Butte CTCP-17-04 $150,000 $225,821 $375,821 $1,625,118 Calaveras CTCP-17-05 $150,000 $155,085 $305,085 $1,304,010 Colusa CTCP-17-06 $150,000 $155,085 $305,085 $1,304,010 Contra Costa CTCP-17-07 $150,000 $552,668 $702,668 $3,113,110 Del Norte CTCP-17-08 $150,000 $155,085 $305,085 $1,304,010 El Dorado CTCP-17-09 $150,000 $158,598 $308,598 $1,319,958 Fresno CTCP-17-10 $150,000 $823,086 $973,086 $4,342,766 Glenn CTCP-17-11 $150,000 $155,085 $305,085 $1,304,010 Humbolt CTCP-17-12 $150,000 $155,085 $305,085 $1,304,010 Imperial CTCP-17-13 $150,000 $155,085 $305,085 $1,304,010 Inyo CTCP-17-14 $150,000 $155,085 $305,085 $1,304,010 Kern CTCP-17-15 $150,000 $523,581 $673,581 $2,980,848 Kings CTCP-17-16 $150,000 $155,085 $305,085 $1,304,010 Lake CTCP-17-17 $150,000 $150,000 $300,000 $1,200,000 Lassen CTCP-17-18 $150,000 $155,085 $305,085 $1,304,010 Los Angeles CTCP-17-19 $732,096 $12,569,372 $13,301,468 $61,947,662 Pasadena CTCP-17-19B $150,000 $205,188 $355,188 $1,533,037 Long Beach CTCP-17-19A $150,000 $651,571 $801,571 $3,562,849 Madera CTCP-17-20 $150,000 $155,085 $305,085 $1,304,010 Marin CTCP-17-21 $150,000 $296,366 $446,366 $1,945,358 Mariposa CTCP-17-22 $150,000 $155,085 $305,085 $1,304,010 Mendocino CTCP-17-23 $150,000 $150,000 $300,000 $1,200,000 Merced (CHC) 17-10008 $150,000 $222,023 $372,023 $1,609,591 Modoc CTCP-17-25 $150,000 $155,085 $305,085 $1,304,010 Mono CTCP-17-26 $150,000 $155,085 $305,085 $1,304,010 Monterey CTCP-17-27 $150,000 $396,510 $546,510 $2,403,024 Napa CTCP-17-28 $150,000 $155,085 $305,085 $1,304,010 Nevada CTCP-17-29 $150,000 $155,085 $305,085 $1,304,010 Orange CTCP-17-30 $150,000 $1,574,821 $1,724,821 $7,881,066 Placer CTCP-17-31 $150,000 $150,000 $300,000 $1,210,744 Plumas CTCP-17-32 $150,000 $155,085 $305,085 $1,304,010 Riverside CTCP-17-33 $150,000 $975,505 $1,125,505 $5,035,852 Sacramento CTCP-17-34 $150,000 $1,009,035 $1,159,035 $5,188,321 San Benito CTCP-17-35 $150,000 $155,085 $305,085 $1,304,010 San Bernardino (CHC) 17-10038 $150,000 $1,163,814 $1,313,814 $5,892,137 San Diego CTCP-17-37 $150,000 $1,838,067 $1,988,067 $9,187,118 San Francisco CTCP-17-38 $150,000 $1,651,934 $1,801,934 $8,271,968 San Joaquin CTCP-17-39 $150,000 $533,696 $683,696 $3,026,840 San Luis Obispo CTCP-17-40 $150,000 $248,136 $398,136 $1,728,335 San Mateo CTCP-17-41 $150,000 $446,928 $596,928 $2,632,286 Santa Barbara CTCP-17-42 $150,000 $242,681 $392,681 $1,703,527 Santa Clara CTCP-17-43 $150,000 $1,607,554 $1,757,554 $8,038,641 Santa Cruz CTCP-17-44 $150,000 $236,275 $386,275 $1,674,399 Shasta CTCP-17-45 $150,000 $182,880 $332,880 $1,430,186 Sierra CTCP-17-46 $150,000 $155,085 $305,085 $1,304,010 Siskiyou CTCP-17-47 $150,000 $155,085 $305,085 $1,304,010 Solano CTCP-17-48 $150,000 $410,363 $560,363 $2,462,848 Sonoma CTCP-17-49 $150,000 $474,901 $624,901 $2,755,818 Stanislaus CTCP-17-50 $150,000 $392,096 $542,096 $2,382,953 Sutter CTCP-17-51 $150,000 $155,085 $305,085 $1,304,010 Tehama CTCP-17-52 $150,000 $155,085 $305,085 $1,304,010 Trinity CTCP-17-53 $150,000 $155,085 $305,085 $1,304,010 Tulare CTCP-17-54 $150,000 $421,979 $571,979 $2,518,838 Tuolumne CTCP-17-55 $150,000 $155,085 $305,085 $1,304,010 Ventura CTCP-17-56 $150,000 $474,206 $624,206 $2,756,325 Yolo CTCP-17-57 $150,000 $184,018 $334,018 $1,436,773 Yuba CTCP-17-58 $150,000 $155,085 $305,085 $1,304,010 $9,732,096 $36,629,486 $46,361,582 $207,712,432 2017-2021 Local Lead Agency Allocation Agreement Terms and Conditions Local Lead Agency Guidelines July 2017 California Tobacco Control Program California Department of Public Health Page 1 of 2 Exhibit A Scope of Work (2 pages) 1. Service Overview 2. Communications/Project Director 3. Reporting Requirements 4. Project Monitoring Exhibit B Budget Detail and Payment Provisions (5 pages) 1. Invoicing, Payment and Cost Reports 2. Budget Contingency Clause 3. Prompt Payment Clause 4. Amounts Payable 5. Recovery of Overpayments 6. Advanced Payment 7. Trust Account and Expenditure Provisions 8. Interest Earned 9. Restriction of Funds 10. Payment for Performance of Deliverables Exhibit C General Terms and Conditions (GTC) 4/2017 (4 pages) 1. Approval 2. Amendment 3. Assignment 4. Audit 5. Indemnification 6. Disputes 7. Termination for Cause 8. Independent Contractor 9. Recycling Certification 10. Non-Discrimination Clause 11. Certification Clauses 12. Timeliness 13. Compensation 14. Governing Law 15. Antitrust Claims 16. Child Support Compliance Act 17. Unenforceable Provision 18. Priority Hiring Considerations 19. Small Business Participation and DVBE Participation Reporting Requirements 20. Loss Leader Exhibit D Special Terms and Conditions (16 pages) -only the provisions listed below apply 4. Income Restrictions 5. Site Inspection 6. Intellectual Property Rights 8. Confidentiality of Information 9. Documents, Publications and Written Reports 10. Dispute Resolution Process 11. Officials Not to Benefit 12. Prohibited Use of State Funds for Software 2017-2021 Local Lead Agency Allocation Agreement Terms and Conditions Local Lead Agency Guidelines July 2017 California Tobacco Control Program California Department of Public Health Page 2 of 2 Exhibit E Additional Provisions (1 page) 1. Additional Incorporated Documents 2. Travel 3. Proposition 56 Additional Requirements 2017-2021 Local Lead Agency Allocation Agreement Terms and Conditions Exhibit A Scope of Work Local Lead Agency Guidelines July 2017 California Tobacco Control Program California Department of Public Health Page 1 of 2 1. Service Overview A. The Local Lead Agency (LLA) shall provide tobacco education services and deliverables in accordance with its Comprehensive Tobacco Control Plan (Plan), including any revisions approved by the California Department of Public Health (CDPH), California Tobacco Control Program (CTCP) pursuant to Health and Safety Code Sections 104375, 104380, 104400, 104405 through 104415, Proposition (Prop) 56, the California Healthcare Research and Prevention Tobacco Tax Act of 2016, and the Plan shall be submitted in accordance to the form and format determined by the CDPH. The LLA agrees to expend funds received through this Agreement in accordance with the approved budget and budget justification contained in the approved Plan. The LLA also agrees that the allocation of funds pursuant to this Agreement is contingent upon the CDPH approval of the Plan and any revisions thereto. No funds shall be allocated under Provision 4.A. of Exhibit B, in any given fiscal year unless a revised Plan has been approved by the CDPH for that fiscal year. B. Revisions to the Plan must be approved by the CDPH. The CDPH shall notify the LLA in writing of the effective date of such approvals. C. The CDPH shall work with the LLA to ensure that the Plan is being performed pursuant to this Agreement, and reserves the right to approve and adjust specific tasks to be performed within the Plan to be performed by the LLA. These changes shall be accomplished by written notification to the LLA. 2. Communications/Project Director A. Communications The LLA shall send prospective payment invoices, progress reports, cost reports, and other communication to: California Department of Public Health CDIC/California Tobacco Control Program MS 7206 P. O. Box 997377 Sacramento, CA 95899-7377 B. Project Director The LLA shall designate a Project Director, subject to approval by the CDPH. The Project Director is responsible for assuring that the terms and conditions of the Agreement are met. The LLA shall notify the CDPH in a form and format prescribed by the CDPH within five (5) days of a change in the Project Director. 3. Reporting Requirements A. The LLA shall submit progress reports in a form and format prescribed by CDPH no later than the due dates specified in Paragraph B below. Facsimile reports are not acceptable. Failure to submit timely and acceptable reports is cause for LLA’s prospective payment invoices to be delayed or disallowed. 2017-2021 Local Lead Agency Allocation Agreement Terms and Conditions Exhibit A Scope of Work Local Lead Agency Guidelines July 2017 California Tobacco Control Program California Department of Public Health Page 2 of 2 B. The LLA shall submit Progress Reports to CDPH which describe accomplishments during the report period, as specified in this Agreement and in accordance with the following schedule: FROM THROUGH DUE Phase I Progress Reporting 1. First Report 07/01/17 12/31/17 01/27/18 2. Second Report 01/01/18 06/29/18 07/31/18 Phase II Progress Reporting 3. Third Report 07/01/18 12/31/18 01/31/19 4. Fourth Report 01/01/19 06/28/19 07/31/19 5. Fifth Report 07/01/19 12/31/19 01/31/20 6. Sixth Report 01/01/20 06/30/20 07/31/20 7. Seventh Report 07/01/20 12/31/20 01/29/21 8. Eighth Report 01/01/21 06/30/21 06/30/21 C. The LLA shall complete the CDPH standardized Progress Reports, State evaluation instruments, needs assessment instruments, and other evaluation requirements in accordance with a form and format prescribed by CDPH with progress reports being submitted as referenced in 3.B. and the additional reports submitted, as prescribed by CDPH with any respective progress report. D. The LLA shall comply with the LLA Administrative and Policy Manual, and all CDPH-issued program and policy letters which may be issued during the term of the Agreement provided that the CDPH shall only make changes or impose additional requirements which will not result in additional cost to the LLA. E. The LLA shall coordinate with CDPH or its designee to maximize the tobacco education media/communication efforts. 4. Project Monitoring A. The CDPH and all authorized State control agencies shall have access to all internal and external reports, records, and documents used by the LLA in the operation and administration of this Agreement. B. The LLA shall cooperate, and require its subcontractors to cooperate, with the CDPH or its designee, by participating in meetings and/or site visits as the CDPH may deem necessary to monitor LLA compliance with the Agreement. 2017-2021 Local Lead Agency Allocation Agreement Terms and Conditions Exhibit B Budget Detail and Payment Provisions Local Lead Agency Guidelines July 2017 California Tobacco Control Program California Department of Public Health Page 1 of 5 1. Invoicing, Payment and Cost Reports A. California Department of Public Health (CDPH) shall make quarterly prospective payments to the Local Lead Agency (LLA) from July 1, 2017 through June 30, 2021 to provide services and deliverables as indicated in the approved Comprehensive Tobacco Control Plan (Plan). CDPH will provide the quarterly prospective payment invoice form to the LLA. The LLA is to sign the prospective payment invoice(s) and submit to the address indicated in paragraph 1.D. B. Quarterly prospective payments shall be contingent upon CDPH’s receipt and approval of progress and/or cost reports. If CDPH determines that all or a portion of the allocated funds have been expended inappropriately during the period covered by the progress and/or cost report, in accordance with the services identified in the LLA’s approved Plan, CDPH may offset the value of the inappropriate expenditures against current and/or future quarterly prospective payments. The LLA agrees that such deductions to sums due to the LLA are offsets and no further amount shall be due to the LLA. C. The LLA shall be reimbursed up to the amount budgeted in each line item and as justified by cost reports. CDPH, at its option, may return disputed costs reports to the LLA for correction and resubmission or CDPH may disallow expenses claimed which are not in accordance with the approved Plan and budget or which cannot be verified as project expenses by the LLA. D. CDPH contact for Invoicing and Payment Provisions is: (Regular mail) Procurement Manager California Department of Public Health California Tobacco Control Program MS 7206 P.O. Box 997377 Sacramento, CA 95899-7377 (Overnight delivery) Procurement Manager California Department of Public Health California Tobacco Control Program MS 7206 1616 Capitol Avenue, Suite 74.516 Sacramento, CA 95814 E. The LLA shall submit semi-annual cost reports. The cost reports shall specify actual expenditures for tobacco education services provided by the LLA. The LLA shall submit cost reports in a form and format prescribed by CDPH in accordance with the following schedule: FROM THROUGH DUE DATE 1. Phase I Cost Reports a. First Report 07/01/17 12/31/17 02/28/17 b. Second Report 01/01/18 06/30/18 08/31/18 2017-2021 Local Lead Agency Allocation Agreement Terms and Conditions Exhibit B Budget Detail and Payment Provisions Local Lead Agency Guidelines July 2017 California Tobacco Control Program California Department of Public Health Page 2 of 5 2. Phase II Cost Reports c. Third Report 07/01/18 12/31/18 02/28/19 d. Fourth Report 01/01/19 06/30/19 08/30/19 e. Fifth Report 07/01/19 12/31/19 02/28/20 f. Sixth Report 01/01/20 06/30/20 08/31/20 g. Seventh Report 07/01/20 12/31/20 02/26/21 h. Eighth Report 01/01/21 06/30/21 08/31/21 2. Budget Contingency Clause A. It is mutually agreed that if the Budget Act of the current year and/or any subsequent years covered under this Agreement does not appropriate sufficient funds for the program, this Agreement shall be of no further force and effect. In this event, the State shall have no liability to pay any funds whatsoever to LLA or to furnish any other considerations under this Agreement and LLA shall not be obligated to perform any provisions of this Agreement. B. If funding for any fiscal year is reduced or deleted by the Budget Act for purposes of this program, the State shall have the option to either cancel this Agreement with no liability occurring to the State, or offer a revision to LLA to reflect the reduced amount. C. If statutory authority for programs funded under Health and Safety Code Section 104350 and 104375 expires, Prop 56, The California Healthcare, Research and Prevention Tobacco Tax Act of 2016 expires, or this Agreement is terminated, the unexpended Agreement funds and accumulated interest pursuant to provision 8 of this exhibit shall be identified in a manner prescribed by CDPH and returned to CDPH within sixty (60) days of the expiration date to the address specified in Exhibit A, Paragraph 2.A. The words “Unexpended Tobacco Control Program Funds from Proposition 99” and “Unexpended Tobacco Control Program Funds from Proposition 56” and the Agreement number shall be written on the face of the checks or warrants that the LLA has issued to return unexpended funds. 3. Prompt Payment Clause Payment will be made in accordance with, and within the time specified in, Government Code Chapter 4.5, commencing with Section 927. 4. Amounts Payable A. The maximum amount to be allocated under this Agreement is reflected in the California Tobacco Control Program, Local Lead Agency Allocation Table for Proposition 99 and Proposition 56 Funds FY 2017/18 - FY 2020/21. B. Funds allocated from each fiscal year may be expended or encumbered without regard to fiscal year pursuant to each year’s budget authority. 2017-2021 Local Lead Agency Allocation Agreement Terms and Conditions Exhibit B Budget Detail and Payment Provisions Local Lead Agency Guidelines July 2017 California Tobacco Control Program California Department of Public Health Page 3 of 5 C. Any requirement of performance by the CDPH and the LLA for the period subsequent to June 30, 2017 will be dependent upon the availability of future appropriations. 5. Recovery of Overpayments A. LLA agrees that claims based upon the terms of this Agreement or an audit finding and/or an audit finding that is appealed and upheld, will be recovered by the State by one of the following options: 1) LLA’s remittance to the State of the full amount of the audit exception within 30 days following the State’s request for repayment; 2) A repayment schedule which is agreeable to both the State and the LLA. B. The State reserves the right to select which option as indicated above in paragraph A will be employed and the LLA will be notified by the State in writing of the claim procedure to be utilized. C. Interest on the unpaid balance of the audit finding or debt will accrue at a rate equal to the monthly average of the rate received on investments in the Pooled Money Investment Fund commencing on the date that an audit or examination finding is mailed to the LLA, beginning 30 days after LLA’s receipt of the State’s demand for repayment. D. If the LLA has filed a valid appeal regarding the report of audit findings, recovery of the overpayments will be deferred until a final administrative decision on the appeal has been reached. If the LLA loses the final administrative appeal, LLA shall repay, to the State, the over- claimed or disallowed expenses, plus accrued interest. Interest accrues from the LLA’s first receipt of State’s notice requesting reimbursement of questioned audit costs or disallowed expenses. 6. Advance Payment Per Health and Safety Code 104380 (a) and 104375 funds appropriated to the LLA shall be allocated prospectively. 7. Trust Account and Expenditure Provisions A. The LLA annual allocations from Prop 99 and Prop 56 shall be deposited into separate interest- bearing, insured trust accounts in accordance with the LLA Administrative and Policy Manual. B. Any interest earned on the allocation funds from the Tobacco Control Program funds shall be retained in the LLA’s Tobacco Control Program trust accounts and shall be spent only to accomplish the goals and objectives outlined and identified in the approved Plan. The LLA shall not divert these funds to cover costs or expenses not specifically included in the Plan. 2017-2021 Local Lead Agency Allocation Agreement Terms and Conditions Exhibit B Budget Detail and Payment Provisions Local Lead Agency Guidelines July 2017 California Tobacco Control Program California Department of Public Health Page 4 of 5 8. Interest Earned A. In accordance with the LLA Administrative and Policy Manual, interest accruing from prospective payments and/or any unexpended funds that were approved by CDPH for utilization shall be utilized by the LLA for activities approved by the CDPH and shall be used only to meet the goals and objectives identified in the LLA’s approved Plan, to defray costs incurred by the program, to measurably expand the program, or to improve the quality of services above the level of services already funded under this agreement. B. The LLA shall maintain adequate documentation of the receipt and use of such interest and shall provide this documentation to the CDPH in the biannual Cost Reports. The LLA agrees to return to the CDPH any unexpended interest remaining in the Proposition 99 and Proposition 56 accounts, if funding authority for this program expires, or the Agreement is terminated, to the address specified in Exhibit A, Paragraph 2.A. within sixty (60) days from the expiration date. C. LLA’s shall spend Prop 56 interest earned monies first, before Prop 99 interest earned monies in accordance with paragraph 8.A. D. The words “Unexpended Tobacco Control Program Interest, from Proposition 99” and the Agreement number, and “Unexpended Tobacco Control Program Interest from Proposition 56” and the Agreement number shall be written on the face of the checks or warrants that the LLA has issued to return unexpended interest. 9. Restriction of Funds The LLA shall use funds pursuant to the agreement only and shall not, in whole or in part, freeze, restrict, or prevent the use of funds for the use pursuant to this agreement; LLA shall not divert or use funds for other purposes. 10. Payment for Performance of Deliverables The LLA understands and agrees that all deliverables as specified in this agreement must be fully and satisfactorily performed in order to receive the maximum amount payable identified in Paragraph 4.A. above. The LLA agrees that if CDPH determines that any deliverable is not performed, only partially performed, or not completed satisfactorily, CDPH may reduce the maximum amount payable under this agreement as follows: A. Where a deliverable is not performed: CDPH shall calculate the pro rate share of the nonperformed deliverable by utilizing the percentage values specified in the Scope of Work for each deliverable and reduce to the maximum amount payable by deducting the percentage value of the deliverable from any sum due to the LLA to the degree that the sum due the LLA meets or exceeds the reduction. If the reduction exceeds the sum due to the LLA, the LLA shall pay such amount back to CDPH upon its demand. The LLA agrees that such deductions to sums due to the LLA are offsets and no further amount shall be due to the LLA. 2017-2021 Local Lead Agency Allocation Agreement Terms and Conditions Exhibit B Budget Detail and Payment Provisions Local Lead Agency Guidelines July 2017 California Tobacco Control Program California Department of Public Health Page 5 of 5 B. Where a deliverable is only partially performed: CDPH shall ascertain what percentage of the deliverable was performed. CDPH shall calculate the pro rata share of the partially performed portion by utilizing the percentage values specified in the Scope of Work for each deliverable and reducing the maximum amount payable by deducting the percentage value of the nonperformed portion of the deliverable from any sum due to the LLA. If the reduction exceeds the sum due to the LLA, the LLA shall pay such amount back to CDPH upon demand. The LLA agrees that such deductions to sums due to the LLA are offsets and no further amount shall be due to the LLA. C. Where a deliverable is not performed at a level of quality/satisfaction: CDPH shall determine whether standard deliverable requirements were satisfactorily met in accordance with the activities, timelines and tracking measures as detailed in the Scope of Work, the terms, conditions and exhibits of this agreement, and “Tell Your Story: Guidelines for Preparing a Complete, High Quality Final Evaluation Report.” If requirements are not met, CDPH shall ascertain what percentage of the deliverable was not performed satisfactorily, calculate the pro rata share of that portion by utilizing the percentage values specified in the Scope of Work for each deliverable and reduce the maximum-amount payable by deducting the percentage value of that portion from any sum due to the LLA to the degree that the sum due to the LLA meets or exceeds the reduction. If the reduction exceeds the sum due to the LLA, the LLA shall pay such amount back to CDPH upon demand. The LLA agrees that such deductions to sums due to the LLA are offsets and no further amount shall be due to the LLA. 2017-2021 Local Lead Agency Allocation Agreement Terms and Conditions Local Lead Agency Guidelines July 2017 California Tobacco Control Program California Department of Public Health Page 1 of 4 GTC 04/2017 EXHIBIT C GENERAL TERMS AND CONDITIONS 1. APPROVAL: This Agreement is of no force or effect until signed by both parties and approved by the Department of General Services, if required. Contractor may not commence performance until such approval has been obtained. 2. AMENDMENT: No amendment or variation of the terms of this Agreement shall be valid unless made in writing, signed by the parties and approved as required. No oral understanding or Agreement not incorporated in the Agreement is binding on any of the parties. 3. ASSIGNMENT: This Agreement is not assignable by the Contractor, either in whole or in part, without the consent of the State in the form of a formal written amendment. 4. AUDIT: Contractor agrees that the awarding department, the Department of General Services, the Bureau of State Audits, or their designated representative shall have the right to review and to copy any records and supporting documentation pertaining to the performance of this Agreement. Contractor agrees to maintain such records for possible audit for a minimum of three (3) years after final payment, unless a longer period of records retention is stipulated. Contractor agrees to allow the auditor(s) access to such records during normal business hours and to allow interviews of any employees who might reasonably have information related to such records. Further, Contractor agrees to include a similar right of the State to audit records and interview staff in any subcontract related to performance of this Agreement. (Gov. Code §8546.7, Pub. Contract Code §10115 et seq., CCR Title 2, Section 1896). 5. INDEMNIFICATION: Contractor agrees to indemnify, defend and save harmless the State, its officers, agents and employees from any and all claims and losses accruing or resulting to any and all contractors, subcontractors, suppliers, laborers, and any other person, firm or corporation furnishing or supplying work services, materials, or supplies in connection with the performance of this Agreement, and from any and all claims and losses accruing or resulting to any person, firm or corporation who may be injured or damaged by Contractor in the performance of this Agreement. 6. DISPUTES: Contractor shall continue with the responsibilities under this Agreement during any dispute. 7. TERMINATION FOR CAUSE: The State may terminate this Agreement and be relieved of any payments should the Contractor fail to perform the requirements of this Agreement at the time and in the manner herein provided. In the event of such termination the State may proceed with the work in any manner deemed proper by the State. All costs to the State shall be deducted from any sum due the Contractor under this Agreement and the balance, if any, shall be paid to the Contractor upon demand. 2017-2021 Local Lead Agency Allocation Agreement Terms and Conditions Local Lead Agency Guidelines July 2017 California Tobacco Control Program California Department of Public Health Page 2 of 4 8. INDEPENDENT CONTRACTOR: Contractor, and the agents and employees of Contractor, in the performance of this Agreement, shall act in an independent capacity and not as officers or employees or agents of the State. 9. RECYCLING CERTIFICATION: The Contractor shall certify in writing under penalty of perjury, the minimum, if not exact, percentage of post consumer material as defined in the Public Contract Code Section 12200, in products, materials, goods, or supplies offered or sold to the State regardless of whether the product meets the requirements of Public Contract Code Section 12209. With respect to printer or duplication cartridges that comply with the requirements of Section 12156(e), the certification required by this subdivision shall specify that the cartridges so comply (Pub. Contract Code §12205). 10. NON-DISCRIMINATION CLAUSE: During the performance of this Agreement, Contractor and its subcontractors shall not deny the contract’s benefits to any person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status, nor shall they discriminate unlawfully against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status. Contractor shall insure that the evaluation and treatment of employees and applicants for employment are free of such discrimination. Contractor and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12900 et seq.), the regulations promulgated thereunder (Cal. Code Regs., tit. 2, §11000 et seq.), the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Gov. Code §§11135-11139.5), and the regulations or standards adopted by the awarding state agency to implement such article. Contractor shall permit access by representatives of the Department of Fair Employment and Housing and the awarding state agency upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours’ notice, to such of its books, records, accounts, and all other sources of information and its facilities as said Department or Agency shall require to ascertain compliance with this clause. Contractor and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. (See Cal. Code Regs., tit. 2, §11105.) Contractor shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under the Agreement. 11. CERTIFICATION CLAUSES: The CONTRACTOR CERTIFICATION CLAUSES contained in the document CCC 04/2017 are hereby incorporated by reference and made a part of this Agreement by this reference as if attached hereto. 12. TIMELINESS: Time is of the essence in this Agreement. 13. COMPENSATION: The consideration to be paid Contractor, as provided herein, shall be in compensation for all of Contractor's expenses incurred in the performance hereof, including travel, per diem, and taxes, unless otherwise expressly so provided. 2017-2021 Local Lead Agency Allocation Agreement Terms and Conditions Local Lead Agency Guidelines July 2017 California Tobacco Control Program California Department of Public Health Page 3 of 4 14. GOVERNING LAW: This contract is governed by and shall be interpreted in accordance with the laws of the State of California. 15. ANTITRUST CLAIMS: The Contractor by signing this agreement hereby certifies that if these services or goods are obtained by means of a competitive bid, the Contractor shall comply with the requirements of the Government Codes Sections set out below. a. The Government Code Chapter on Antitrust claims contains the following definitions: 1) "Public purchase" means a purchase by means of competitive bids of goods, services, or materials by the State or any of its political subdivisions or public agencies on whose behalf the Attorney General may bring an action pursuant to subdivision (c) of Section 16750 of the Business and Professions Code. 2) "Public purchasing body" means the State or the subdivision or agency making a public purchase. Government Code Section 4550. b. In submitting a bid to a public purchasing body, the bidder offers and agrees that if the bid is accepted, it will assign to the purchasing body all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, materials, or services by the bidder for sale to the purchasing body pursuant to the bid. Such assignment shall be made and become effective at the time the purchasing body tenders final payment to the bidder. Government Code Section 4552. c. If an awarding body or public purchasing body receives, either through judgment or settlement, a monetary recovery for a cause of action assigned under this chapter, the assignor shall be entitled to receive reimbursement for actual legal costs incurred and may, upon demand, recover from the public body any portion of the recovery, including treble damages, attributable to overcharges that were paid by the assignor but were not paid by the public body as part of the bid price, less the expenses incurred in obtaining that portion of the recovery. Government Code Section 4553. d. Upon demand in writing by the assignor, the assignee shall, within one year from such demand, reassign the cause of action assigned under this part if the assignor has been or may have been injured by the violation of law for which the cause of action arose and (a) the assignee has not been injured thereby, or (b) the assignee declines to file a court action for the cause of action. See Government Code Section 4554. 16. CHILD SUPPORT COMPLIANCE ACT: For any Agreement in excess of $100,000, the contractor acknowledges in accordance with Public Contract Code 7110, that: a. The contractor recognizes the importance of child and family support obligations and shall fully comply with all applicable state and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 (commencing with section 5200) of Part 5 of Division 9 of the Family Code; and 2017-2021 Local Lead Agency Allocation Agreement Terms and Conditions Local Lead Agency Guidelines July 2017 California Tobacco Control Program California Department of Public Health Page 4 of 4 b. The contractor, to the best of its knowledge is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the California Employment Development Department. 17. UNENFORCEABLE PROVISION: In the event that any provision of this Agreement is unenforceable or held to be unenforceable, then the parties agree that all other provisions of this Agreement have force and effect and shall not be affected thereby. 18. PRIORITY HIRING CONSIDERATIONS: If this Contract includes services in excess of $200,000, the Contractor shall give priority consideration in filling vacancies in positions funded by the Contract to qualified recipients of aid under Welfare and Institutions Code Section 11200 in accordance with Pub. Contract Code §10353. 19. SMALL BUSINESS PARTICIPATION AND DVBE PARTICIPATION REPORTING REQUIREMENTS: a. If for this Contract Contractor made a commitment to achieve small business participation, then Contractor must within 60 days of receiving final payment under this Contract (or within such other time period as may be specified elsewhere in this Contract) report to the awarding department the actual percentage of small business participation that was achieved. (Govt. Code § 14841.) b. If for this Contract Contractor made a commitment to achieve disabled veteran business enterprise (DVBE) participation, then Contractor must within 60 days of receiving final payment under this Contract (or within such other time period as may be specified elsewhere in this Contract) certify in a report to the awarding department: (1) the total amount the prime Contractor received under the Contract; (2) the name and address of the DVBE(s) that participated in the performance of the Contract; (3) the amount each DVBE received from the prime Contractor; (4) that all payments under the Contract have been made to the DVBE; and (5) the actual percentage of DVBE participation that was achieved. A person or entity that knowingly provides false information shall be subject to a civil penalty for each violation. (Mil. & Vets. Code § 999.5(d); Govt. Code § 14841.) 20. LOSS LEADER: If this contract involves the furnishing of equipment, materials, or supplies then the following statement is incorporated: It is unlawful for any person engaged in business within this state to sell or use any article or product as a “loss leader” as defined in Section 17030 of the Business and Professions Code. (PCC 10344(e).) 2017-2021 Local Lead Agency Allocation Agreement Terms and Conditions Exhibit D Special Terms and Conditions (For Subvention/Local Assistance Agreements) Local Lead Agency Guidelines July 2017 California Tobacco Control Program California Department of Public Health Page 1 of 18 The provisions herein apply to this Agreement unless the provisions are removed by reference, the provisions are superseded by an alternate provision appearing elsewhere in this Agreement, or the applicable conditions do not exist. Index of Special Terms and Conditions 1. Procurement Rules 2. Equipment Ownership / Inventory / Disposition 3. Subcontract Requirements 4. Income Restrictions 5. Site Inspection 6. Intellectual Property Rights 7. Prior Approval of Training Seminars, Workshops or Conferences 8. Confidentiality of Information 9. Documents, Publications, and Written Reports 10. Dispute Resolution Process 11. Officials Not to Benefit 12. Prohibited Use of State Funds for Software 13. Contract Uniformity (Fringe Benefit Allowability) 14. Cancellation 2017-2021 Local Lead Agency Allocation Agreement Terms and Conditions Exhibit D Special Terms and Conditions (For Subvention/Local Assistance Agreements) Local Lead Agency Guidelines July 2017 California Tobacco Control Program California Department of Public Health Page 2 of 18 1. Procurement Rules (Applicable to all agreements in which equipment, property, commodities and/or supplies are furnished by CDPH or expenses for said items are reimbursed with state or federal funds.) a. Equipment definitions Wherever the term equipment /property is used, the following definitions shall apply: a. Major equipment/property: A tangible or intangible item having a base unit cost of $5,000 or more with a life expectancy of one (1) year or more and is either furnished by CDPH or the cost is reimbursed through this Agreement. Software and videos are examples of intangible items that meet this definition. b. Minor equipment/property: A tangible item having a base unit cost of less than $5,000 with a life expectancy of one (1) year or more and is either furnished by CDPH or the cost is reimbursed through this Agreement. b. Government and public entities (including state colleges/universities and auxiliary organizations), whether acting as a contractor, may secure all commodities, supplies, equipment and services related to such purchases that are required in performance of this Agreement. Said procurements are subject to Paragraphs d through g of this provision. Paragraph c of this provision shall also apply, if equipment purchases are delegated to subcontractors that are nonprofit organizations or commercial businesses. c. Nonprofit organizations and commercial businesses, whether acting as a contractor and/or subcontractor, may secure commodities, supplies, equipment and services related to such purchases for performance under this Agreement. a. Equipment purchases shall not exceed $50,000 annually. To secure equipment above the annual maximum limit of $50,000, the Contractor shall make arrangements through the appropriate CDPH Program Contract Manager, to have all remaining equipment purchased through CDPH’s Purchasing Unit. The cost of equipment purchased by or through CDPH shall be deducted from the funds available in this Agreement. Contractor shall submit to the CDPH Program Contract Manager a list of equipment specifications for those items that the State must procure. The State may pay the vendor directly for such arranged equipment purchases and title to the equipment will remain with CDPH. The equipment will be delivered to the Contractor's address, as stated on the face of the Agreement, unless the Contractor notifies the CDPH Program Contract Manager, in writing, of an alternate delivery address. b. All equipment purchases are subject to paragraphs d through g of this provision. Paragraph b of this provision shall also apply, if equipment purchases are delegated to subcontractors that are either a government or public entity. 2017-2021 Local Lead Agency Allocation Agreement Terms and Conditions Exhibit D Special Terms and Conditions (For Subvention/Local Assistance Agreements) Local Lead Agency Guidelines July 2017 California Tobacco Control Program California Department of Public Health Page 3 of 18 c. Nonprofit organizations and commercial businesses, shall use a procurement system that meets the following standards: a) Maintain a code or standard of conduct that shall govern the performance of its officers, employees, or agents engaged in awarding procurement contracts. No employee, officer, or agent shall participate in the selection, award, or administration of a procurement, or bid contract in which, to his or her knowledge, he or she has a financial interest. b) Procurements shall be conducted in a manner that provides, to the maximum extent practical, open, and free competition. c) Procurements shall be conducted in a manner that provides for all of the following: [1] Avoid purchasing unnecessary or duplicate items. [2] Equipment solicitations shall be based upon a clear and accurate description of the technical requirements of the goods to be procured. [3] Take positive steps to utilize small and veteran owned businesses. d. Unless waived or otherwise stipulated in writing by CDPH, prior written authorization from the appropriate CDPH Program Contract Manager will be required before the Contractor will be reimbursed for any purchase exceeding $2,500 or more for commodities, supplies, equipment, and services related to such purchases. The Contractor must provide in its request for authorization all particulars necessary, as specified by CDPH, for evaluating the necessity or desirability of incurring such costs. The term "purchase" excludes the purchase of services from a subcontractor and public utility services at rates established for uniform applicability to the general public. e. In special circumstances, determined by CDPH (e.g., when CDPH has a need to monitor certain purchases, etc.), CDPH may require prior written authorization and/or the submission of paid vendor receipts for any purchase, regardless of dollar amount. CDPH reserves the right to either deny claims for reimbursement or to request repayment for any Contractor purchase that CDPH determines to be unnecessary in carrying out performance under this Agreement. f. The Contractor must maintain a copy or narrative description of the procurement system, guidelines, rules, or regulations that will be used to make purchases under this Agreement. The State reserves the right to request a copy of these documents and to inspect the purchasing practices of the Contractor at any time. g. For all purchases, the Contractor must maintain copies of all paid vendor invoices, documents, bids and other information used in vendor selection, for inspection or audit. Justifications supporting the absence of bidding (i.e., sole source purchases) shall also be 2017-2021 Local Lead Agency Allocation Agreement Terms and Conditions Exhibit D Special Terms and Conditions (For Subvention/Local Assistance Agreements) Local Lead Agency Guidelines July 2017 California Tobacco Control Program California Department of Public Health Page 4 of 18 maintained on file by the Contractor for inspection or audit. 2. Equipment Ownership / Inventory / Disposition (Applicable to agreements in which equipment and/or property is furnished by CDPH and/or when said items are purchased or reimbursed with state) a. Wherever the terms equipment and/or property are used in this provision, the definitions in provision 1, paragraph a., shall apply. Unless otherwise stipulated in this Agreement, all equipment and/or property that are purchased/reimbursed with agreement funds or furnished by CDPH under the terms of this Agreement shall be considered state equipment and the property of CDPH. (1) CDPH requires the reporting, tagging and annual inventorying of all equipment and/or property that is furnished by CDPH or purchased/reimbursed with funds provided through this Agreement. Upon receipt of equipment and/or property, the Contractor shall report the receipt to the CDPH Program Contract Manager. To report the receipt of said items and to receive property tags, Contractor shall use a form or format designated by CDPH’s Asset Management Unit. If the appropriate form (i.e., Contractor Equipment Purchased with CDPH Funds) does not accompany this Agreement, Contractor shall request a copy from the CDPH Program Contract Manager. (2) If the Contractor enters into an agreement with a term of more than twelve months, the Contractor shall submit an annual inventory of state equipment and/or property to the CDPH Program Contract Manager using a form or format designated by CDPH’s Asset Management Unit. If an inventory report form (i.e., Inventory/Disposition of CDPH-Funded Equipment) does not accompany this Agreement, Contractor shall request a copy from the CDPH Program Contract Manager. Contractor shall: a. Include in the inventory report, equipment and/or property in the Contractor's possession and/or in the possession of a subcontractor (including independent consultants). b. Submit the inventory report to CDPH according to the instructions appearing on the inventory form or issued by the CDPH Program Contract Manager. c. Contact the CDPH Program Contract Manager to learn how to remove, trade-in, sell, transfer or survey off, from the inventory report, expired equipment and/or property that is no longer wanted, usable or has passed its life expectancy. Instructions will be supplied by CDPH’s Asset Management Unit. d. Title to state equipment and/or property shall not be affected by its incorporation or attachment to any property not owned by the State. 2017-2021 Local Lead Agency Allocation Agreement Terms and Conditions Exhibit D Special Terms and Conditions (For Subvention/Local Assistance Agreements) Local Lead Agency Guidelines July 2017 California Tobacco Control Program California Department of Public Health Page 5 of 18 e. Unless otherwise stipulated, CDPH shall be under no obligation to pay the cost of restoration, or rehabilitation of the Contractor's and/or Subcontractor's facility which may be affected by the removal of any state equipment and/or property. f. The Contractor shall maintain and administer a sound business program for ensuring the proper use, maintenance, repair, protection, insurance and preservation of state equipment and/or property. a. In administering this provision, CDPH may require the Contractor to repair or replace, to CDPH’s satisfaction, any damaged, lost or stolen state equipment and/or property. Contractor shall immediately file a theft report with the appropriate police agency or the California Highway Patrol and Contractor shall promptly submit one copy of the theft report to the CDPH Program Contract Manager. g. Unless otherwise stipulated by the program funding this Agreement, equipment and/or property purchased/reimbursed with agreement funds or furnished by CDPH under the terms of this Agreement, shall only be used for performance of this Agreement or another CDPH agreement. h. Within sixty (60) calendar days prior to the termination or end of this Agreement, the Contractor shall provide a final inventory report of equipment and/or property to the CDPH Program Contract Manager and shall, at that time, query CDPH as to the requirements, including the manner and method, of returning state equipment and/or property to CDPH. Final disposition of equipment and/or property shall be at CDPH expense and according to CDPH instructions. Equipment and/or property disposition instructions shall be issued by CDPH immediately after receipt of the final inventory report. At the termination or conclusion of this Agreement, CDPH may at its discretion, authorize the continued use of state equipment and/or property for performance of work under a different CDPH agreement. i. Motor Vehicles (Applicable only if motor vehicles are purchased/reimbursed with agreement funds or furnished by CDPH under this Agreement.) a. If motor vehicles are purchased/reimbursed or furnished by CDPH under the terms of this Agreement, within thirty (30) calendar days prior to the termination or end of this Agreement, the Contractor shall return such vehicles to CDPH and shall deliver all necessary documents of title or registration to enable the proper transfer of a marketable title to CDPH. b. If motor vehicles are purchased/reimbursed or furnished by CDPH under the terms of this Agreement, the State of California shall be the legal owner of said motor vehicles and the Contractor shall be the registered owner. The Contractor shall 2017-2021 Local Lead Agency Allocation Agreement Terms and Conditions Exhibit D Special Terms and Conditions (For Subvention/Local Assistance Agreements) Local Lead Agency Guidelines July 2017 California Tobacco Control Program California Department of Public Health Page 6 of 18 only use said vehicles for the performance under the terms of this Agreement. c. The Contractor agree that all operators of motor vehicles, purchased/reimbursed or furnished by CDPH under the terms of this Agreement, shall hold a valid State of California driver's license. In the event that ten or more passengers are to be transported in any one vehicle, the operator shall also hold a State of California Class B driver's license. d. If any motor vehicle is purchased/reimbursed or furnished by CDPH under the terms of this Agreement, the Contractor, as applicable, shall provide, maintain, and certify that, at a minimum, the following type and amount of automobile liability insurance is in effect during the term of this Agreement or any extension period during which any vehicle remains in the Contractor's possession: Automobile Liability Insurance a) The Contractor, by signing this Agreement, hereby certifies that it possesses or will obtain automobile liability insurance in the amount of $1,000,000 per occurrence for bodily injury and property damage combined. Said insurance must be obtained and made effective upon the delivery date of any motor vehicle, purchased/reimbursed with agreement funds or furnished by CDPH under the terms of this Agreement, to the Contractor. b) The Contractor shall, as soon as practical, furnish a copy of the certificate of insurance to the CDPH Program Contract Manager. The certificate of insurance shall identify the CDPH contract or agreement number for which the insurance applies. c) The Contractor agree that bodily injury and property damage liability insurance, as required herein, shall remain in effect at all times during the term of this Agreement or until such time as the motor vehicle is returned to CDPH. d) The Contractor agree to provide, at least thirty (30) days prior to the expiration date of said insurance coverage, a copy of a new certificate of insurance evidencing continued coverage, as indicated herein, for not less than the remainder of the term of this Agreement, the term of any extension or continuation thereof, or for a period of not less than one (1) year. e) The Contractor, if not a self-insured government and/or public entity, must provide evidence, that any required certificates of insurance contain the following provisions: [1] The insurer will not cancel the insured's coverage without giving thirty (30) calendar days prior written notice to the State. [2] The State of California, its officers, agents, employees, and servants are included as additional insureds, but only with respect to work performed for the State under 2017-2021 Local Lead Agency Allocation Agreement Terms and Conditions Exhibit D Special Terms and Conditions (For Subvention/Local Assistance Agreements) Local Lead Agency Guidelines July 2017 California Tobacco Control Program California Department of Public Health Page 7 of 18 this Agreement and any extension or continuation of this Agreement. [3] The insurance carrier shall notify CDPH, in writing, of the Contractor's failure to pay premiums; its cancellation of such policies; or any other substantial change, including, but not limited to, the status, coverage, or scope of the required insurance. Such notices shall contain a reference to each agreement number for which the insurance was obtained. f) The Contractor is hereby advised that copies of certificates of insurance may be subject to review and approval by the Department of General Services (DGS), Office of Risk and Insurance Management. The Contractor shall be notified by CDPH, in writing, if this provision is applicable to this Agreement. If DGS approval of the certificate of insurance is required, the Contractor agrees that no work or services shall be performed prior to obtaining said approval. g) In the event the Contractor fails to keep insurance coverage, as required herein, in effect at all times during vehicle possession, CDPH may, in addition to any other remedies it may have, terminate this Agreement upon the occurrence of such event. 3. Subcontract Requirements (Applicable to agreements under which services are to be performed by subcontractors including independent consultants.) a. Prior written authorization will be required before the Contractor enters into or is reimbursed for any subcontract for services exceeding $2,500 for any articles, supplies, equipment, or services. The Contractor shall obtain at least three competive quatations which should be submitted or adequate justification provided for the absence of bidding. b. CDPH reserves the right to approve or disapprove the selection of subcontractors and with advance written notice, require the substitution of subcontractors and require the Contractor to terminate subcontracts entered into in support of this Agreement. [1] Upon receipt of a written notice from CDPH requiring the substitution and/or termination of a subcontract, the Contractor shall take steps to ensure the completion of any work in progress and select a replacement, if applicable, within 30 calendar days, unless a longer period is agreed to by CDPH. c. Actual subcontracts (i.e., written agreement between the Contractor and a subcontractor) exceeding $2,500 are subject to the prior review and written approval of CDPH. d. Contractor shall maintain a copy of each subcontract entered into in support of this Agreement and shall, upon request by CDPH, make copies available for approval, inspection, or audit. e. CDPH assumes no responsibility for the payment of subcontractors used in the performance of this 2017-2021 Local Lead Agency Allocation Agreement Terms and Conditions Exhibit D Special Terms and Conditions (For Subvention/Local Assistance Agreements) Local Lead Agency Guidelines July 2017 California Tobacco Control Program California Department of Public Health Page 8 of 18 Agreement. Contractor accepts sole responsibility for the payment of subcontractors used in the performance of this Agreement. f. The Contractor is responsible for all performance requirements under this Agreement even though performance may be carried out through a subcontract. g. The Contractor shall ensure that all subcontracts for services include provision(s) requiring compliance with applicable terms and conditions specified in this Agreement and shall be the subcontractor’s sole point of contact for all matters related to the performance and payment during the term of this Agreement. h. The Contractor agrees to include the following clause, relevant to record retention, in all subcontracts for services: "(Subcontractor Name) agrees to maintain and preserve, until three years after termination of (Agreement Number) and final payment from CDPH to the Contractor, to permit CDPH or any duly authorized representative, to have access to, examine or audit any pertinent books, documents, papers and records related to this subcontract and to allow interviews of any employees who might reasonably have information related to such records." 4. Income Restrictions Unless otherwise stipulated in this Agreement, the Contractor agrees that any refunds, rebates, credits, or other amounts (including any interest thereon) accruing to or received by the Contractor under this Agreement shall be paid by the Contractor to CDPH, to the extent that they are properly allocable to costs for which the Contractor has been reimbursed by CDPH under this Agreement. 5. Site Inspection The State, through any authorized representatives, has the right at all reasonable times to inspect or otherwise evaluate the work performed or being performed hereunder including subcontract supported activities and the premises in which it is being performed. If any inspection or evaluation is made of the premises of the Contractor or Subcontractor, the Contractor shall provide and shall require Subcontractors to provide all reasonable facilities and assistance for the safety and convenience of the authorized representatives in the performance of their duties. All inspections and evaluations shall be performed in such a manner as will not unduly delay the services performed. 6. Intellectual Property Rights a. Ownership (1) Except where CDPH has agreed in a signed writing to accept a license, CDPH shall be and remain, without additional compensation, the sole owner of any and all rights, title and interest in all Intellectual Property, from the moment of creation, whether or not jointly conceived, that are made, conceived, derived from, or reduced to practice by Contractor or CDPH and which 2017-2021 Local Lead Agency Allocation Agreement Terms and Conditions Exhibit D Special Terms and Conditions (For Subvention/Local Assistance Agreements) Local Lead Agency Guidelines July 2017 California Tobacco Control Program California Department of Public Health Page 9 of 18 result directly or indirectly from this Agreement. (2) For the purposes of this Agreement, Intellectual Property means recognized protectable rights and interest such as: patents, (whether or not issued) copyrights, trademarks, service marks, applications for any of the foregoing, inventions, trade secrets, trade dress, logos, insignia, color combinations, slogans, moral rights, right of publicity, author’s rights, contract and licensing rights, works, mask works, industrial design rights, rights of priority, know how, design flows, methodologies, devices, business processes, developments, innovations, good will and all other legal rights protecting intangible proprietary information as may exist now and/or here after come into existence, and all renewals and extensions, regardless of whether those rights arise under the laws of the United States, or any other state, country or jurisdiction. (a) For the purposes of the definition of Intellectual Property, “works” means all literary works, writings and printed matter including the medium by which they are recorded or reproduced, photographs, art work, pictorial and graphic representations and works of a similar nature, film, motion pictures, digital images, animation cells, and other audiovisual works including positives and negatives thereof, sound recordings, tapes, educational materials, interactive videos and any other materials or products created, produced, conceptualized and fixed in a tangible medium of expression. It includes preliminary and final products and any materials and information developed for the purposes of producing those final products. Works does not include articles submitted to peer review or reference journals or independent research projects. (3) In the performance of this Agreement, Contractor will exercise and utilize certain of its Intellectual Property in existence prior to the effective date of this Agreement. In addition, under this Agreement, Contractor may access and utilize certain of CDPH’s Intellectual Property in existence prior to the effective date of this Agreement. Except as otherwise set forth herein, Contractor shall not use any of CDPH’s Intellectual Property now existing or hereafter existing for any purposes without the prior written permission of CDPH. Except as otherwise set forth herein, neither the Contractor nor CDPH shall give any ownership interest in or rights to its Intellectual Property to the other Party. If during the term of this Agreement, Contractor accesses any third-party Intellectual Property that is licensed to CDPH, Contractor agrees to abide by all license and confidentiality restrictions applicable to CDPH in the third-party’s license agreement. (a) Contractor agrees to cooperate with CDPH in establishing or maintaining CDPH’s exclusive rights in the Intellectual Property, and in assuring CDPH’s sole rights against third parties with respect to the Intellectual Property. If the Contractor enters into any agreements or subcontracts with other parties in order to perform this Agreement, Contractor shall require the terms of the Agreement(s) to include all Intellectual Property provisions. Such terms must include, but are not limited to, the subcontractor assigning and agreeing to assign to CDPH all rights, title and interest in Intellectual Property made, conceived, derived from, or reduced to practice by the subcontractor, Contractor or CDPH and which result directly or indirectly from this Agreement or any subcontract. 2017-2021 Local Lead Agency Allocation Agreement Terms and Conditions Exhibit D Special Terms and Conditions (For Subvention/Local Assistance Agreements) Local Lead Agency Guidelines July 2017 California Tobacco Control Program California Department of Public Health Page 10 of 18 (b) Contractor further agrees to assist and cooperate with CDPH in all reasonable respects, and execute all documents and, subject to reasonable availability, give testimony and take all further acts reasonably necessary to acquire, transfer, maintain, and enforce CDPH’s Intellectual Property rights and interests. b. Retained Rights / License Rights (1) Except for Intellectual Property made, conceived, derived from, or reduced to practice by Contractor or CDPH and which result directly or indirectly from this Agreement, Contractor shall retain title to all of its Intellectual Property to the extent such Intellectual Property is in existence prior to the effective date of this Agreement. Contractor hereby grants to CDPH, without additional compensation, a permanent, non-exclusive, royalty free, paid-up, worldwide, irrevocable, perpetual, non-terminable license to use, reproduce, manufacture, sell, offer to sell, import, export, modify, publicly and privately display/perform, distribute, and dispose Contractor’s Intellectual Property with the right to sublicense through multiple layers, for any purpose whatsoever, to the extent it is incorporated in the Intellectual Property resulting from this Agreement, unless Contractor assigns all rights, title and interest in the Intellectual Property as set forth herein. a. Nothing in this provision shall restrict, limit, or otherwise prevent Contractor from using any ideas, concepts, know-how, methodology or techniques related to its performance under this Agreement, provided that Contractor’s use does not infringe the patent, copyright, trademark rights, license or other Intellectual Property rights of CDPH or third party, or result in a breach or default of any provisions of this Exhibit or result in a breach of any provisions of law relating to confidentiality. c. Copyright (1) Contractor agrees that for purposes of copyright law, all works [as defined in Paragraph a, subparagraph (2)(a) of this provision of authorship made by or on behalf of Contractor in connection with Contractor’s performance of this Agreement shall be deemed “works made for hire”. Contractor further agrees that the work of each person utilized by Contractor in connection with the performance of this Agreement will be a “work made for hire,” whether that person is an employee of Contractor or that person has entered into an agreement with Contractor to perform the work. Contractor shall enter into a written agreement with any such person that: (i) all work performed for Contractor shall be deemed a “work made for hire” under the Copyright Act and (ii) that person shall assign all right, title, and interest to CDPH to any work product made, conceived, derived from, or reduced to practice by Contractor or CDPH and which result directly or indirectly from this Agreement. (2) All materials, including, but not limited to, visual works or text, reproduced or distributed pursuant to this Agreement that include Intellectual Property made, conceived, derived from, or reduced to practice by Contractor or CDPH and which result directly or indirectly from this Agreement, shall include CDPH’s notice of copyright, which shall read in 3mm or larger 2017-2021 Local Lead Agency Allocation Agreement Terms and Conditions Exhibit D Special Terms and Conditions (For Subvention/Local Assistance Agreements) Local Lead Agency Guidelines July 2017 California Tobacco Control Program California Department of Public Health Page 11 of 18 typeface: “© [Enter Current Year e.g., 2014, etc.], Department of Public Health. This material may not be reproduced or disseminated without prior written permission from the Department of Public Health.” This notice should be placed prominently on the materials and set apart from other matter on the page where it appears. Audio productions shall contain a similar audio notice of copyright. d. Patent Rights With respect to inventions made by Contractor in the performance of this Agreement, which did not result from research and development specifically included in the Agreement’s scope of work, Contractor hereby grants to CDPH a license as described under Section b of this provision for devices or material incorporating, or made through the use of such inventions. If such inventions result from research and development work specifically included within the Agreement’s scope of work, then Contractor agrees to assign to CDPH, without additional compensation, all its right, title and interest in and to such inventions and to assist CDPH in securing United States and foreign patents with respect thereto. e. Third-Party Intellectual Property Except as provided herein, Contractor agrees that its performance of this Agreement shall not be dependent upon or include any Intellectual Property of Contractor or third party without first: (i) obtaining CDPH’s prior written approval; and (ii) granting to or obtaining for CDPH, without additional compensation, a license, as described in Section b of this provision, for any of Contractor’s or third-party’s Intellectual Property in existence prior to the effective date of this Agreement. If such a license upon the these terms is unattainable, and CDPH determines that the Intellectual Property should be included in or is required for Contractor’s performance of this Agreement, Contractor shall obtain a license under terms acceptable to CDPH. f. Warranties (1) Contractor represents and warrants that: (a) It is free to enter into and fully perform this Agreement. (b) It has secured and will secure all rights and licenses necessary for its performance of this Agreement. (c) Neither Contractor’s performance of this Agreement, nor the exercise by either Party of the rights granted in this Agreement, nor any use, reproduction, manufacture, sale, offer to sell, import, export, modification, public and private display/performance, distribution, and disposition of the Intellectual Property made, conceived, derived from, or reduced to practice by Contractor or CDPH and which result directly or indirectly from this Agreement will infringe upon or violate any Intellectual Property right, non-disclosure obligation, or other proprietary right or interest of any third-party or entity now existing under the laws of, or hereafter existing or issued by, any state, the United States, or any foreign country. 2017-2021 Local Lead Agency Allocation Agreement Terms and Conditions Exhibit D Special Terms and Conditions (For Subvention/Local Assistance Agreements) Local Lead Agency Guidelines July 2017 California Tobacco Control Program California Department of Public Health Page 12 of 18 There is currently no actual or threatened claim by any such third party based on an alleged violation of any such right by Contractor. (d) Neither Contractor’s performance nor any part of its performance will violate the right of privacy of, or constitute a libel or slander against any person or entity. (e) It has secured and will secure all rights and licenses necessary for Intellectual Property including, but not limited to, consents, waivers or releases from all authors of music or performances used, and talent (radio, television and motion picture talent), owners of any interest in and to real estate, sites, locations, property or props that may be used or shown. (f) It has not granted and shall not grant to any person or entity any right that would or might derogate, encumber, or interfere with any of the rights granted to CDPH in this Agreement. (g) It has appropriate systems and controls in place to ensure that state funds will not be used in the performance of this Agreement for the acquisition, operation or maintenance of computer software in violation of copyright laws. (h) It has no knowledge of any outstanding claims, licenses or other charges, liens, or encumbrances of any kind or nature whatsoever that could affect in any way Contractor’s performance of this Agreement. (2) CDPH MAKES NO WARRANTY THAT THE INTELLECTUAL PROPERTY RESULTING FROM THIS AGREEMENT DOES NOT INFRINGE UPON ANY PATENT, TRADEMARK, COPYRIGHT OR THE LIKE, NOW EXISTING OR SUBSEQUENTLY ISSUED. g. Intellectual Property Indemnity (1) Contractor shall indemnify, defend and hold harmless CDPH and its licensees and assignees, and its officers, directors, employees, agents, representatives, successors, and users of its products, (“Indemnitees”) from and against all claims, actions, damages, losses, liabilities (or actions or proceedings with respect to any thereof), whether or not rightful, arising from any and all actions or claims by any third party or expenses related thereto (including, but not limited to, all legal expenses, court costs, and attorney’s fees incurred in investigating, preparing, serving as a witness in, or defending against, any such claim, action, or proceeding, commenced or threatened) to which any of the Indemnitees may be subject, whether or not Contractor is a party to any pending or threatened litigation, which arise out of or are related to (i) the incorrectness or breach of any of the representations, warranties, covenants or agreements of Contractor pertaining to Intellectual Property; or (ii) any Intellectual Property infringement, or any other type of actual or alleged infringement claim, arising out of CDPH’s use, reproduction, manufacture, sale, offer to sell, distribution, import, export, modification, public and private performance/display, license, and disposition of the Intellectual Property made, conceived, derived from, or reduced to practice by Contractor or CDPH and which result directly or indirectly from this Agreement. This indemnity obligation shall apply irrespective of 2017-2021 Local Lead Agency Allocation Agreement Terms and Conditions Exhibit D Special Terms and Conditions (For Subvention/Local Assistance Agreements) Local Lead Agency Guidelines July 2017 California Tobacco Control Program California Department of Public Health Page 13 of 18 whether the infringement claim is based on a patent, trademark or copyright registration that issued after the effective date of this Agreement. CDPH reserves the right to participate in and/or control, at Contractor’s expense, any such infringement action brought against CDPH. (2) Should any Intellectual Property licensed by the Contractor to CDPH under this Agreement become the subject of an Intellectual Property infringement claim, Contractor will exercise its authority reasonably and in good faith to preserve CDPH’s right to use the licensed Intellectual Property in accordance with this Agreement at no expense to CDPH. CDPH shall have the right to monitor and appear through its own counsel (at Contractor’s expense) in any such claim or action. In the defense or settlement of the claim, Contractor may obtain the right for CDPH to continue using the licensed Intellectual Property; or, replace or modify the licensed Intellectual Property so that the replaced or modified Intellectual Property becomes non- infringing provided that such replacement or modification is functionally equivalent to the original licensed Intellectual Property. If such remedies are not reasonably available, CDPH shall be entitled to a refund of all monies paid under this Agreement, without restriction or limitation of any other rights and remedies available at law or in equity. (3) Contractor agrees that damages alone would be inadequate to compensate CDPH for breach of any term of this Intellectual Property Exhibit by Contractor. Contractor acknowledges CDPH would suffer irreparable harm in the event of such breach and agrees CDPH shall be entitled to obtain equitable relief, including without limitation an injunction, from a court of competent jurisdiction, without restriction or limitation of any other rights and remedies available at law or in equity. h. Survival The provisions set forth herein shall survive any termination or expiration of this Agreement or any project schedule. 7. Prior Approval of Training Seminars, Workshops or Conferences Contractor shall obtain prior CDPH approval of the location, costs, dates, agenda, instructors, instructional materials, and attendees at any reimbursable training seminar, workshop, or conference conducted pursuant to this Agreement and of any reimbursable publicity or educational materials to be made available for distribution. The Contractor shall acknowledge the support of the State whenever publicizing the work under this Agreement in any media. This provision does not apply to necessary staff meetings or training sessions held for the staff of the Contractor in order to conduct routine business matters. 8. Confidentiality of Information The Contractor and its employees, agents, or subcontractors shall: a. Protect from unauthorized disclosure names and other identifying information concerning persons either receiving services pursuant to this Agreement or persons whose names or identifying 2017-2021 Local Lead Agency Allocation Agreement Terms and Conditions Exhibit D Special Terms and Conditions (For Subvention/Local Assistance Agreements) Local Lead Agency Guidelines July 2017 California Tobacco Control Program California Department of Public Health Page 14 of 18 information become available or are disclosed to the Contractor, its employees, agents, or subcontractors as a result of services performed under this Agreement, except for statistical information not identifying any such person. b. Not use such identifying information for any purpose other than carrying out the Contractor's obligations under this Agreement. c. Promptly transmit to the CDPH Contract Manager all requests for disclosure of such identifying information not emanating from the client or person. d. Not disclose, except as otherwise specifically permitted by this Agreement or authorized by the client, any such identifying information to anyone other than CDPH without prior written authorization from the CDPH Contract Manager, except if disclosure is required by State or Federal law. e. For purposes of this provision, identity shall include, but not be limited to name, identifying number, symbol, or other identifying particular assigned to the individual, such as finger or voice print or a photograph. f. As deemed applicable by CDPH, this provision may be supplemented by additional terms and conditions covering personal health information (PHI) or personal, sensitive, and/or confidential information (PSCI). Said terms and conditions will be outlined in one or more exhibits that will either be attached to this Agreement or incorporated into this Agreement by reference. 9. Documents, Publications and Written Reports (Applicable to agreements over $5,000 under which publications, written reports and documents are developed or produced. Government Code Section 7550.) Any document, publication or written report (excluding progress reports, financial reports and normal contractual communications) prepared as a requirement of this Agreement shall contain, in a separate section preceding the main body of the document, the number and dollar amounts of all contracts or agreements and subcontracts relating to the preparation of such document or report, if the total cost for work by nonemployees of the State exceeds $5,000. 10. Dispute Resolution Process a. A Contractor grievance exists whenever there is a dispute arising from CDPH’s action in the administration of an agreement. If there is a dispute or grievance between the Contractor and CDPH, the Contractor must seek resolution using the procedure outlined below. (1) The Contractor should first informally discuss the problem with the CDPH Program Contract Manager. If the problem cannot be resolved informally, the Contractor shall direct its grievance together with any evidence, in writing, to the program Branch Chief. The grievance shall state the issues in dispute, the legal authority or other basis for the Contractor's position and the 2017-2021 Local Lead Agency Allocation Agreement Terms and Conditions Exhibit D Special Terms and Conditions (For Subvention/Local Assistance Agreements) Local Lead Agency Guidelines July 2017 California Tobacco Control Program California Department of Public Health Page 15 of 18 remedy sought. The Branch Chief shall render a decision within ten (10) working days after receipt of the written grievance from the Contractor. The Branch Chief shall respond in writing to the Contractor indicating the decision and reasons therefore. If the Contractor disagrees with the Branch Chief’s decision, the Contractor may appeal to the second level. (2) When appealing to the second level, the Contractor must prepare an appeal indicating the reasons for disagreement with Branch Chief’s decision. The Contractor shall include with the appeal a copy of the Contractor's original statement of dispute along with any supporting evidence and a copy of the Branch Chief’s decision. The appeal shall be addressed to the Deputy Director of the division in which the branch is organized within ten (10) working days from receipt of the Branch Chief’s decision. The Deputy Director of the division in which the branch is organized or his/her designee shall meet with the Contractor to review the issues raised. A written decision signed by the Deputy Director of the division in which the branch is organized or his/her designee shall be directed to the Contractor within twenty (20) working days of receipt of the Contractor's second level appeal. b. If the Contractor wishes to appeal the decision of the Deputy Director of the division in which the branch is organized or his/her designee, the Contractor shall follow the procedures set forth in Division 25.1 (commencing with Section 38050) of the Health and Safety Code and the regulations adopted thereunder. (Title 1, Division 2, Chapter 2, Article 3 (commencing with Section 1140) of the California Code of Regulations). c. Disputes arising out of an audit, examination of an agreement or other action not covered by subdivision (a) of Section 20204, of Chapter 2.1, Title 22, of the California Code of Regulations, and for which no procedures for appeal are provided in statute, regulation or the Agreement, shall be handled in accordance with the procedures identified in Sections 51016 through 51047, Title 22, California Code of Regulations. d. Unless otherwise stipulated in writing by CDPH, all dispute, grievance and/or appeal correspondence shall be directed to the CDPH Contract Manager. e. There are organizational differences within CDPH’s funding programs and the management levels identified in this dispute resolution provision may not apply in every contractual situation. When a grievance is received and organizational differences exist, the Contractor shall be notified in writing by the CDPH Contract Manager of the level, name, and/or title of the appropriate management official that is responsible for issuing a decision at a given level. 11. Officials Not to Benefit No members of or delegate of Congress or the State Legislature shall be admitted to any share or part of this Agreement, or to any benefit that may arise therefrom. This provision shall not be construed to extend to this Agreement if made with a corporation for its general benefits. 2017-2021 Local Lead Agency Allocation Agreement Terms and Conditions Exhibit D Special Terms and Conditions (For Subvention/Local Assistance Agreements) Local Lead Agency Guidelines July 2017 California Tobacco Control Program California Department of Public Health Page 16 of 18 12. Prohibited Use of State Funds for Software Contractor certifies that it has appropriate systems and controls in place to ensure that state funds will not be used in the performance of this Agreement for the acquisition, operation or maintenance of computer software in violation of copyright laws. 13. Contract Uniformity (Fringe Benefit Allowability) (Applicable only to nonprofit organizations.) Pursuant to the provisions of Article 7 (commencing with Section 100525) of Chapter 3 of Part 1 of Division 101 of the Health and Safety Code, CDPH sets forth the following policies, procedures, and guidelines regarding the reimbursement of fringe benefits. a. As used herein fringe benefits shall mean an employment benefit given by one’s employer to an employee in addition to one’s regular or normal wages or salary. b. As used herein, fringe benefits do not include: (1) Compensation for personal services paid currently or accrued by the Contractor for services of employees rendered during the term of this Agreement, which is identified as regular or normal salaries and wages, annual leave, vacation, sick leave, holidays, jury duty and/or military leave/training. (2) Director’s and executive committee member’s fees. (3) Incentive awards and/or bonus incentive pay. (4) Allowances for off-site pay. (5) Location allowances. (6) Hardship pay. (7) Cost-of-living differentials c. Specific allowable fringe benefits include: (1) Fringe benefits in the form of employer contributions for the employer's portion of payroll taxes (i.e., FICA, SUI, SDI), employee health plans (i.e., health, dental and vision), unemployment insurance, worker’s compensation insurance, and the employer’s share of pension/retirement plans, provided they are granted in accordance with established written organization policies and meet all legal and Internal Revenue Service requirements. d. To be an allowable fringe benefit, the cost must meet the following criteria: (1) Be necessary and reasonable for the performance of the Agreement. (2) Be determined in accordance with generally accepted accounting principles. (3) Be consistent with policies that apply uniformly to all activities of the Contractor. e. Contractor agrees that all fringe benefits shall be at actual cost. 2017-2021 Local Lead Agency Allocation Agreement Terms and Conditions Exhibit D Special Terms and Conditions (For Subvention/Local Assistance Agreements) Local Lead Agency Guidelines July 2017 California Tobacco Control Program California Department of Public Health Page 17 of 18 f. Earned/Accrued Compensation (1) Compensation for vacation, sick leave and holidays is limited to that amount earned/accrued within the agreement term. Unused vacation, sick leave and holidays earned from periods prior to the agreement term cannot be claimed as allowable costs. See section f (3)(a) below for an example. (2) For multiple year agreements, vacation and sick leave compensation, which is earned/accrued but not paid, due to employee(s) not taking time off may be carried over and claimed within the overall term of the multiple years of the Agreement. Holidays cannot be carried over from one agreement year to the next. See Provision f (3)(b) for an example. (3) For single year agreements, vacation, sick leave and holiday compensation that is earned/accrued but not paid, due to employee(s) not taking time off within the term of the Agreement, cannot be claimed as an allowable cost. See Provision f (3)(c) for an example. a) Example No. 1: If an employee, John Doe, earns/accrues three weeks of vacation and twelve days of sick leave each year, then that is the maximum amount that may be claimed during a one year agreement. If John Doe has five weeks of vacation and eighteen days of sick leave at the beginning of an agreement, the Contractor during a one-year budget period may only claim up to three weeks of vacation and twelve days of sick leave as actually used by the employee. Amounts earned/accrued in periods prior to the beginning of the Agreement are not an allowable cost. b) Example No. 2: If during a three-year (multiple year) agreement, John Doe does not use his three weeks of vacation in year one, or his three weeks in year two, but he does actually use nine weeks in year three; the Contractor would be allowed to claim all nine weeks paid for in year three. The total compensation over the three-year period cannot exceed 156 weeks (3 x 52 weeks). c) Example No. 3: If during a single year agreement, John Doe works fifty weeks and used one week of vacation and one week of sick leave and all fifty-two weeks have been billed to CDPH, the remaining unused two weeks of vacation and seven days of sick leave may not be claimed as an allowable cost. 14. Cancellation A. This agreement may be cancelled by CDPH without cause upon 30 calendar days advance written notice to the Contractor. 2017-2021 Local Lead Agency Allocation Agreement Terms and Conditions Exhibit D Special Terms and Conditions (For Subvention/Local Assistance Agreements) Local Lead Agency Guidelines July 2017 California Tobacco Control Program California Department of Public Health Page 18 of 18 B. CDPH reserves the right to cancel or terminate this agreement immediately for cause. The Contractor may submit a written request to terminate this agreement only if CDPH substantially fails to perform its responsibilities as provided herein. C. The term “for cause” shall mean that the Contractor fails to meet the terms, conditions, and/or responsibilities of this agreement. D. Agreement termination or cancellation shall be effective as of the date indicated in CDPH’s notification to the Contractor. The notice shall stipulate any final performance, invoicing or payment requirements. E. Upon receipt of a notice of termination or cancellation, the Contractor shall take immediate steps to stop performance and to cancel or reduce subsequent agreement costs. F. In the event of early termination or cancellation, the Contractor shall be entitled to compensation for services performed satisfactorily under this agreement and expenses incurred up to the date of cancellation and any non-cancelable obligations incurred in support of this agreement. 2017-2021 Local Lead Agency Allocation Agreement Terms and Conditions Exhibit E Additional Provisions Local Lead Agency Guidelines July 2017 California Tobacco Control Program California Department of Public Health Page 1 of 1 1. Additional Incorporated Documents The following documents and any subsequent updates are not attached, but are incorporated herein and made a part hereof by this reference. California Department of Public Health (CDPH) will provide copies on request by contacting the project representative as listed in Exhibit A, 2.A. These documents may be updated periodically by CDPH, as required by program directives. CDPH shall provide the Local Lead Agency (LLA) with copies of these documents and any subsequent updates, under separate cover. CDPH will maintain on file, all documents referenced herein and any subsequent updates. A. Phase I and Phase II Local Lead Agency 2017-2021 Guidelines. B. California Tobacco Control Program (CTCP) Local Lead Agency Administrative & Policy Manual. C. The attached Exhibit D entitled “Special Terms and Conditions” consisting of sixteen (16) pages, is incorporated and made part of this agreement by this reference, except for provisions 1, 2, 3, 7, 13, 14. The term contractor shall mean Local Lead Agency. 2. Travel Travel will be at the County Local rate. For those LLA’s represented by non-governmental, non-profit agencies, travel will be at the California Department of Human Resources (CalHR) rates. 3. Proposition 56 Additional Requirements A. Tracking Proposition 56 Funds The LLA will be responsible for devising and implementing independent internal accounting tracking systems for Proposition 99 and Proposition 56 funds and expenditures. B. Non Partisan California State Audit The LLA will be responsible for an internal accounting system to support an audit pursuant to Revenue and Taxation Code, section 30130.56 (a) Independent Audit and Disclosure, which states, the nonpartisan California State Auditor shall conduct, at least biennially, an independent financial audit of the state and local agencies receiving funds pursuant to the California Healthcare, Research and Prevention Tobacco Tax Act of 2016. An audit conducted pursuant to this section shall include, but not be limited to, a review of the administrative costs expended by the state agencies that administer the fund. C. Administrative Costs 1) Revenue and Taxation Code section 30130.57(f) states not more than five percent of the Proposition 56 funds received shall be used by any state or local agency or department receiving funds for administrative costs. 2) Please note the California State Auditor is in the process of developing regulations which define administrative costs for Proposition 56 funds and may be subject to change. At this time, Administrative and/or indirect costs attributed to Proposition 56 may be paid by Proposition 99 funds. However, this may be subject to change. STATE OPCALIFORNlA CALiFORNIA CIVfL RIGHTS LAWS ATTACHMSNT ocis QL:SQ4 (Rt;ii!.C11i7) PEPARTMENT QF GENERAL SERVICES OFFICE QF LEGf'..LSERVICES Pursuant to Publ_ic Contract Code s:e.ctron 2(')10, e:1 p~rson thatsubmits a bid or proposal to, or otherwise propo~es to enter info one new a contract with, a state agency vVith respe:ctto any contrachn th:e .. a.mdurit of $100,000 or abqve shaH certify, under penalty· perjury,. at the time the bid or proposal r~ submltted .or the contract is renewed, aH olthe'.followihg: 1. . .QALIFORNI:A CIVIL RIGHTS LAWS; For contracts executed or renewed sfter.January 1, 2017, 'thecontrcict9r certifies cemplialice with .tlie Unruh 'CiVH Rfgf1tsAct (Section 51 ofthe Civil Gode) and the Fai( Employment.ancl HousingAct {Section 1.2960 ofthe Goverr1ment Co:de); ~d . 2. EMPLOYER DISCRIMINATORY POLICIES: For contracts executed or rene11ved after January 1, 2017, ff·a Goritractorh'as an internal poH,cy against a sover~ign natfon or peoples recognized b.y the United States government, the Cof)traotot c€ntifies fhat such policies are not used in violation of the Unruh Civil Rights Act {$ectrorf51. ofthe ~i~Jil Cod~) or the Fair Employlilent and Housing Act (Section 12960; of th.e Govermnent CodeJ. · CE'RTIFICATION f~liie iirrtcT~fnam,-e:~. oeTO.w~c~BT&~V.:FfrieF"P:efial~-~rf;,e1Jtlry1l71~d-aTTF-~'d~i-8T/ofiJonfiii'"----1 1 the law.s of the ~tate of California tnat the; forE:lg·ping is true and l l I. correct. I 94-6000512 I I . . I [ Proposer/Bidder Firm Narne(Prfnted) I I I Cqunty ofFr~sno I ! ~--------,..------... --:-----'""-----'---'-----------------.--------L--.--;...-..;._.., __ ..;.:__.;..:...-----i 1. By (Authorizec/SifJnsture) 1 I vl.~ I 1~-~'":"--·-~-"--------~----~------,..,.-c-------------------~---------------------------l 1 Prin(edNE!me and Title ofPersorr Slgnitrg · · · · ·· · · · ·· 1 ! Brian Pachec(i).\ Chairman Board of Supervisors f l-------..:..-:-'------'---'""-'-----·---------r--:-----'":"~--·'----"":":-""-... ---:--... --------'--------..:..~---1 I DaiOEl'feQUt~d I EX.ffCUted in fhe Calinty and Sta.tf!J of I l ~ 12 ~,"\ I Fresno, California _j L-------------~----1----------~-J..---------·------------... ----...,---------,.--,.--------;J ATTEST: BERNICE E. SEIDEL, Clerk Board of Supervisors By~~ty