HomeMy WebLinkAboutDEPARTMENT OF REHABILITATION (4) Return FULLY EXECUTED
Copy to City Clerk, M-30 GOP A-2025.116.05A
SCO ID: 5160-C25-33363
STATE OF CALIFORNIA-DEPARTMENT OF GENERAL 5ERVICES
STANDARD AGREEMENT AGREEMENT NUMBER PURCHASING AUTHORITY NUMBER(if Applicable)
STD 213(Rev.04/2020) C25-33363 DOR-5160 -
1.This Agreement is entered into between the Contracting Agency and the Contractor named below:
CONTRACTING AGENCY NAME
Department of Rehabilitation
CONTRACTOR NAME
City of Santa Ana
2.The term of this Agreement is:
START DATE
July 1,2025
THROUGH END DATE
June 30,2027
3.The maximum amount of this Agreement is:
$13,049.64(Thirteen Thousand,Forty Nine Dollars and Sixty Four Cents)
4.The parties agree to comply with the terms and conditions of the fallowing exhibits,which are by this reference made a part of the Agreement.
Exhibits Title Pages
Exhibit A Scope of Work 1
Exhibit B Budget Detail and Payment Provisions 2
Attachment Budget Detail and Payment Provisions 1
1
Exhibit C* General Terms and Conditions GTC 2/2025 (Dated 02/2025)
Exhibit D Special Terms and Conditions(Attached hereto as part of this agreement) 7
Itemsshown with onasteris (*),ore herebyincorporotedbyreerencean made part o this agreemen t as ifattached ereto.
These documents can bevievvedatlios://www.dqs.ca.(?ovIOLSIResources
IN WITNESS WHEREOF,THISAGREEMENT14AS BEEN EXECUTED BY THE PARTIES HERETO.
CONTRACTOR
CONTRACTOR NAME(if other than an individual,state whether a corporation,partnership,etc.)
City of Santa Ana
CONTRACTOR BUSINESS ADDRESS CITY STATE ZIP
PO Box 1964 M-13 Santa Ana CA 92702
PRINTED NAME OF PERSON SIGNING TITLE
Alvaro Nufle City Manager
CONTRACTOR AUT ED SIGNATURE DATE SIGNED
7
/tI�
b z
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney RECOMMENDED FOR APPROVAL:
By: Michael Garcia
Andrea Garcia Community Development Executive Director
Senior Assistant City Attorney ATT T"
Page 1
ertri' r it g of 2
City e
SCO ID: 5160-C25-33363
STATE OF CALIFORNIA-DEPARTMENT OF GENERAL SERVICES
STANDARD AGREEMENT AGREEMENTNUMBER PURCHASING AUTHORITY NUMBER(if Appficable}
STD 213(Rev.04/2020) C25-33363 DOR-5160
STATE OF CALIFORNIA
CONTRACTING AGENCY NAME
Department of Rehabilitation
CONTRACTING AGENCYADDRESS CITY STATE ZIP
721 Capitol Mall,6th Floor Sacramento CA 95814
PRINTED NAME OF PERSON SIGNING TITLE
CONTRACTING AGENCY AUTHORIZED SIGNATURE DATE SIGNED
CALIFORNIA DEPARTMENT OF GENERAL SERVICES APPROVAL EXEMPTION(If Applicable)
SCM Vol.14.04(A2)
Page 2 of 2
EXHIBIT A
SCOPE OF WORK
City of Santa Ana AJCC
1. Introduction
DOR will participate in the America's Job Centers of America delivery system under
the Workforce Innovation and Opportunity Act (WIOA), the Department of
Rehabilitation (DOR) will financially participate cost shares towards the operating
costs of those America's Job Centers of California in which DOR staff is co-located.
The agreed allocation and payment of the operating costs of the America's Job
Centers of California that is attributable to DOR are outlined in Exhibit B.
2. Services to Be Provided
DOR agrees to provide vocational rehabilitation services to individuals whom DOR
determines to be eligible for such services, and for whom such services are
necessary and appropriate, consistent with federal and state law.
3. Locations
City of Santa Ana AJCC
20 Civic Center Plaza
P.O. Box 1974 (M-13)
Santa Ana, CA 92702
4. Contract Administrators
Department of Rehabilitation City of Santa Ana
Koryna Meraz Deborah Sanchez
222 S. Harbor Blvd. #300 20 Civic Center Plaza
Anaheim, CA 92805 P.O. Box 1974 (M-13)
Phone: (714) 991-0860 Santa Ana, CA 92702
koryna.meraz[cx-)-dor.ca.gov Phone: (714) 647-6543
Fax: (714) 647-5414
accountsreceivables o)-santa-ana.orq
Exhibit A 1
EXHIBIT B
ONE STOP AGREEMENT
BUDGET DETAIL AND PAYMENT PROVISIONS
1. Invoicing and Payment
A. For services satisfactorily rendered, and upon receipt and approval of the
invoice(s) by the DOR Contract Administrator, the DOR agrees to compensate,
in arrears, the Contractor for actual expenses incurred in accordance with the
rates specified herein (Attachment 1) and hereto attached and made a part of
this Agreement.
B. Invoices shall be submitted, in triplicate, to the DOR no later than thirty (30)
days after the service has been completed or within five (5) business days after
the DOR Contract administrator/designee has requested in writing for the
invoice to be submitted.
C. Submit invoices to: DOR Contract Administrator, kory_na.meraza_dor.ca.gov.
D. Payment shall be in arrears contingent upon receipt of an approved monthly
invoice by the DOR Contract Administrator/designee. The invoice must be
submitted on Contractor's letterhead signed by authorized representative, and
include:
1) Contract Number
2) Total dollar amount for the month DOR is being invoiced as detailed in
Attachment 1
2. Budget Contingency Clause (State Funds)
A. It is mutually agreed that if the Budget Act of the current year and/or any
subsequent years covered under this Agreement does not appropriate sufficient
funds for the program, this Agreement shall be of no further force and effect. In
this event, the State shall have no liability to pay any funds whatsoever to
Contractor or to furnish any other considerations under this Agreement and
Contractor shall not be obligated to perform any provisions of this Agreement.
B. If funding for any fiscal year is reduced or deleted by the Budget Act for
purposes of this program, the State shall have the option to either cancel this
Agreement with no liability occurring to the State, or offer an agreement
amendment to Contractor to reflect the reduced amount.
C. Federal and State funds are time limited; therefore, invoices (service and
certified match) must be submitted as soon as possible, but no later than 60
days after the service month. Final submission of all fiscal year-end invoices is
Exhibit B 1
due no later than November 16t, to allow for payment and draw down prior to the
close out of Federal/State funds.
D. If budgetary funds revert due to failure to submit timely invoices or failure to
submit a properly prepared invoice, related Federal and State funds will no
longer be available for use which will require the contractor to submit a claim
through the Victims Compensation and Government Claims Board, where
approval to pay is not guaranteed.
3. For Federally Funded Agreements
A. It is mutually understood between the parties that this Agreement may have
been written for the mutual benefit of both parties before ascertaining the
availability of congressional appropriation of funds, to avoid program and fiscal
delays that would occur if the Agreement were executed after that determination
was made.
B. This Agreement is valid and enforceable only if sufficient funds are made
available to the State by the United State Government for the current year
and/or any subsequent year for the purpose of this program. In addition, this
Agreement is subject to any additional restrictions, limitations, or conditions
enacted by Congress or to any statute enacted by Congress that may affect the
provisions, terms, or funding of this Agreement in any manner.
C. The parties mutually agree that if Congress does not appropriate sufficient funds
for the program, this Agreement shall be amended to reflect any reduction in
funds.
4. Prompt Payment Clause
The Department of Rehabilitation is obligated to promptly pay all invoices
(Government Code Chapter 4.5 commencing with §927). However, invoices must
be properly submitted for prompt processing and payment. Under certain
conditions, the Department of Rehabilitation is required to pay Contractors a late
payment if a correct invoice for services/goods is not paid within 45 calendar days.
The Contractor does not need to request the late payment as the Department of
Rehabilitation will determine and send any late payment to the Contractor.
Exhibit B 2
ATTACHMENT 1
BUDGET DETAIL AND PAYMENT PROVISIONS
City of Santa Ana AJCC
DOR's Shared Cost
1. Operational Expenses for FY25/26:
■ Monthly Amount: $ 541.28
■ Annual Amount $ 6495.36
Total Amount for
first year of Agreement 6495.36
■ Allocation Method: Share of Cost (Rent, Utilities & Maintenance Cost,
Equipment/Electronics). Sq footage .4% shared space.
2. Operational Expenses for FY26127:
■ Monthly Amount: $ 546.19
■ Annual Amount $ 6554.28
Total Amount for
Second year of Agreement 6554.28
■ Allocation Method : Share of Cost (Rent, Utilities & Maintenance Cost,
Equipment/Electronics). Sq footage .4% shared space.
Contract Monthly Amount (FY 25/26): $ 541.28
Contract Monthly Amount (FY 26/27): $ 546.19
Contract Annual Total (FY 25/26). $6,495.36
Contract Annual Total (FY 26/27): $6,554.28
Total Contract Amount: $13,049.64
Attachment 1 1
General Terms and Conditions (GTC 02/2025)
EXHIBIT C
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.
& 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., flit. 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 0412017 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.
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
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.
% 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).)
21. GENERATIVE Al' DISCLOSURE OBLIGATIONS:
a. The following terms are in addition to the defined terms and shall apply to
the Contract:
1) "Generative Al (GenAl)" means an artificial intelligence system that can
generate derived synthetic content, including text, images, video, and audio
that emulates the structure and characteristics of the system's training data.
(Gov. Cade § 11549,64,)
b. Contractor shall immediately notify the State in writing if it: (1) intends to
provide GenAl as a deliverable to the State; or (2), intends to utilize GenAl,
including GenAl from third parties, to complete all or a portion of any
deliverable that materially impacts: (i) functionality of a State system, (ii) risk
to the State, or (iii) Contract performance. For avoidance of doubt, the term
"materially impacts" shall have the meaning set forth in State Administrative
Manual (SAM) § 4986.2 Definitions for GenAl.
C. Notification shall be provided to the State designee identified in this
Contract.
d. At the direction of the State, Contractor shall discontinue the provision to the
State of any previously unreported GenAl that results in a material impact to
the functionality of the System, risk to the State, or Contract performance, as
determined by the State.
e. If the use of previously undisclosed GenAl is approved by the State, then
Contractor will update the Deliverable description, and the Parties will
amend the Contract accordingly, which may include incorporating the GenAl
Special Provisions into the Contract, at no additional cost to the State.
f. The State, at its sole discretion, may consider Contractor's failure to disclose
or discontinue the provision or use of GenAl as described above, to
constitute a material breach of Contract when such failure results in a
material impact to the functionality of the System, risk to the State, or
Contract performance. The State is entitled to seek any and all remedies
available to it under law as a result of such breach, including but not limited
to termination of the contract.
EXHIBIT D
SPECIAL TERMS AND CONDITIONS
AMERICA'S JOB CENTER OF CALIFORNIA AGREEMENT
1. Notification
All notices required by either party shall be in writing and sent by email, mail, or
personally delivered to the appropriate address. Mailing addresses may be
changed by written notice.
2. Disputes
A. If Contractor believes that there is a dispute or grievance between Contractor
and the State arising out of or relating to this agreement, Contractor shall first
discuss and attempt to resolve the issue informally with the DOR Contract
Administrator. If the issue cannot be resolved at this level, Contractor shall
follow the following procedures:
B. If the issue cannot be resolved informally with the DOR Contract Administrator,
Contractor shall submit, in writing, a grievance report together with any evidence
to the DOR Contract Administrator's Supervisor. The grievance report must
state the issues in the dispute, the legal authority, or other basis for the
Contractor's position and the remedy sought. Within ten (10) working days of
receipt of the written grievance report from the Contractor, the DOR Supervisor
shall make a determination on the problem, and shall respond in writing to the
Contractor indicating the decision and reasons therefore. Should the Contractor
disagree with the Supervisor's decision, Contractor may appeal to the next level,
following the procedure in "Disputes", paragraph 3, listed below.
C. Contractor must submit a letter of appeal to the Agency Director explaining why
the Supervisor's decision is unacceptable. The letter must include, as an
attachment, copies of the Contractor's original grievance report, evidence
originally submitted, and response from Supervisor. Contractor's letter of
appeal must be submitted within ten (10) working days of the receipt of the
Supervisor's written decision. The Director or designee shall, within twenty (20)
working days of receipt of Contractor's letter of appeal, review the issues raised
and shall render a written decision to the Contractor. The decision of the
Director or designee shall be final.
3. Right to Terminate
A. The State reserves the right to terminate this agreement subject to 30 days
written notice to the Contractor. Contractor may submit a written request to
terminate this agreement only if the State should substantially fail to perform its
responsibilities as provided herein.
Exhibit D 1
B. However, the agreement can be immediately terminated for cause. The term
"for cause" shall mean that the Contractor fails to meet the terms, conditions,
and/or responsibilities of the agreement. In this instance, the agreement
termination shall be effective as of the date indicated on the State's notification
to the Contractor.
C. This agreement may be suspended or cancelled without notice, at the option of
the Contractor, if the Contractor or State's premises or equipment are destroyed
by fire or other catastrophe, or so substantially damaged that it is impractical to
continue service, or in the event the Contractor is unable to render service as a
result of any action by any governmental authority.
4. Basic Insurance Requirements
A. General Provisions Applying to All Policies
1) Coverage Term — Coverage needs be in force for the complete term of the
Agreement. If insurance expires during the term of the Agreement, a new
certificate must be received by the State at least ten (10) days prior to the
expiration of the insurance. Any new insurance must still comply with the
terms of the Agreement.
2) Policy Cancellation of Termination & Notice of Non-Renewal — Contractor
shall provide to the State within five (5) business days following receipt by
contractor a copy of any cancellation or non-renewal of insurance required
by this agreement. In the event contractor fails to keep in effect at all times
the specified insurance coverage, the State may, in addition to any other
remedies it may have, terminate this agreement upon the occurrence of such
event, subject to the provisions of this Agreement.
3) Deductible — Contractor is responsible for any deductible or self-insured
retention contained within their insurance program.
4) Primary Clause --Any required insurance contained in this Agreement shall
be primary, and not excess or contributory, to any other insurance carried by
the State.
5) Insurance Carrier Required Ratinq —All insurance companies must carry a
rating acceptable to the Department of General Services, Office of Risk and
Insurance Management. If the Contractor is self insured for a portion or all of
its insurance, review of financial information including a letter of credit may
be required.
6) Endorsements --Any required endorsements must be physically attached to
all requested certificates of insurance and not substituted by referring to such
coverage on the certificate of insurance.
Exhibit D 2
7) Inadequate Insurance— Inadequate or lack of insurance does not negate the
Contractor's obligations under the Agreement.
B. Insurance Coverage
1) Commercial General Liability— Contractor shall maintain general liability on
an occurrence form with limits not less than $1,000,000 per occurrence for
bodily injury and property damage liability combined with a $2,000,000
annual policy aggregate. The policy shall include coverage for liabilities
arising out of premises, operations, independent contractors, products,
completed operations, personal & advertising injury, and liability assumed
under an insured Agreement. This insurance shall apply separately to each
insured against whom claim is made or suit is brought subject to the
Contractor's limit of liability. The policy must include:
(Agency/Department Name), The State of California, its officers, agents,
employees and servants as additional insured, but only with respect to work
performed under the Agreement.
Endorsements must be available upon request by DOR.
5. Confidentiality
A. Contractor agrees that any report or material created during the performance of
this agreement will not be released to any source except as required by this
agreement or otherwise authorized by DOR.
B. Contractor agrees that any information obtained in the performance of this
agreement is confidential and shall not be published or open to public inspection
in any manner, except as authorized by DOR.
C. Contractor agrees to maintain the confidentiality of any information concerning
any consumers that the contractor may obtain in the performance of this
agreement and specifically agrees to comply with the provisions applicable to
such information as set forth in 34 Code of Federal Regulations, Section 361.38,
title 9, California code of Regulations, Section 7140 et seq., and the Information
Practices Act of 1977 (California Civil Code Section 1798 et seq.).
D. Contractor agrees to report any security breach or information security incident
involving DOR consumers' personal information to the DOR's Contract
Administrator and the DOR's Information Security Officer. The DOR's
Information Security Officer can be contacted via email at isoinfo(@-dor.ca.gov.
E. Security breaches or information security Incidents that shall be reported
include, but are not limited to:
Exhibit D 3
1 . Inappropriate use or unauthorized disclosure of DOR consumers' personal
information by the Contractor or the Contractor's assignees. Disclosure
methods include, but are not limited to, electronic, paper, and verbal.
2. Unauthorized access to DOR consumers' personal information. Information
can be held in medium that includes, but is not limited to, electronic and
paper.
3. Loss or theft of information technology (IT) equipment, electronic
devices/media, paper media, or data containing DOR consumers' personal
information. IT equipment and electronic devices/media include, but are not
limited to, computers (e.g., laptop and desktop, netbooks, tablets),
smartphones, cell phones, CDs, DVDs, USB flash drives, servers, printers,
peripherals, assistive technology devices (e.g., notetakers, videophones),
and copiers. Data can be held in medium that includes, but is not limited to,
electronic and paper.
F. Contractor agrees to provide annual security and privacy training for all
individuals who have access to personal, confidential, or sensitive information
relating to the performance of this agreement.
G. Contractor agrees to obtain and maintain acknowledgements from all individuals
to evidence their understanding of the consequences of violating California
privacy laws and the contractor's information privacy and security policies.
H. For contractors that do not have a security program that includes annual security
and privacy training, a self-training manual is available on the DOR website
under the "Providers" tab in the "Becoming a Service Provider" section under
"Annual Security and Privacy Training for VR Service Providers." The self-
training manual is named "Protecting Privacy in State Government" and can be
downloaded at the following link:
https://www.dor.ca.gov/Home/SecurityandPrivacy.
I. Additional training and awareness tools are available at the California Office of
Information Security (OIS) website and the California Office of Privacy
Protection (COPP) website. The COPP created the self-training manual,
"Protecting Privacy in State Government" that DOR revised to meet its business
needs.
6. Audit and Review Requirements
General Audit and Review Requirements
A. The Contractor shall submit to the State such reports, accounts, and records
deemed necessary by the State to discharge its obligation under State and
Exhibit D 4
Federal laws and regulations, including the applicable OMB Circulars.
B, Contractor agrees to comply with all laws, regulations, ordinances, and policies
of any governmental unit having jurisdiction over the rehabilitation program with
regards to construction, medicine, health, safety, wages, hours, working
conditions, workers' compensation, licensing and all other activities requiring
compliance. Contractor shall accept financial responsibilities in the event of non-
compliance.
C. Contractor shall provide State's staff access to all Contractor records and
evaluations of individuals referred to the program, with the written consent of the
individual.
D. The State shall have the right to conduct inspections, reviews, and/or audits of
the Contractor to determine whether the services provided and the expenditures
invoiced by the Contractor were in compliance with this agreement and other
applicable federal or state statutes and regulations.
E. Contractor agrees that Department of Rehabilitation, State Controller's Office,
Department of General Services, Bureau of State Audits, Federal Department of
Education Auditors, or their designated representatives shall have the right to
review and to copy any records and supporting documentation pertaining to the
performance of the agreement, including such books, records, accounts,
consumer service records, and other supporting documentation that may be
relevant to the audit or investigation.
7. Potential Subcontractors
Nothing contained in this Agreement or otherwise, shall create any contractual
relation between the State and any subcontractors, and no subcontract shall relieve
the Contractor of his responsibilities and obligations hereunder. The Contractor
agrees to be as fully responsible to the State for the acts and omissions of its
subcontractors and of persons either directly or indirectly employed by any of them
as it is for the acts and omissions of persons directly employed by the contractor.
The Contractor's obligation to pay its subcontractors is an independent obligation
from the State's obligation to make payments to the Contractor. As a result, the
State shall have no obligation to pay or to enforce the payment of any moneys to
any subcontractor. Contractor shall not subcontract any services under this
Agreement without prior approval of the State.
5. Amendments
In the event that additional services must be performed which was wholly
unanticipated and is not specified in the written Scope of Work, but which in the
opinion of both parties is necessary to the successful accomplishment of the
Exhibit D 5
general scope of work outlined, an amendment to this Agreement is required for
additional money and/or time.
9. Licenses and Permits
A. The Contractor shall be an individual or firm licensed to do business in California
and shall obtain at his/her expense all license(s) and permit(s) required by law
for accomplishing any work required in connection with this Agreement.
B. Contractor shall be located within the State of California, with a business license
from the city/county in which you are headquartered is necessary, however, if
you are a corporation, a copy of your incorporation documents/letter from the
Secretary of State's Office can be submitted.
C. In the event, any license(s) and/or permit(s) expire at any time during the term of
this AGREEMENT, Contractor agrees to provide agency a copy of the renewed
license(s) and/or permit(s) within 30 days following the expiration date. In the
event the Contractor fails to keep in effect at all times all required license(s) and
permit(s), the State may, in addition to any other remedies it may have,
terminate this AGREEMENT upon occurrence of such event.
10. Non Eligible Alien —All Sole Proprietor Contracts:
Contractor shall comply with US Code, Title 8, Section 1621 (a), (b), (c), and (d),
concerning aliens or immigrants ineligible for State and local public benefits.
11. Debarment, Suspension, Ineligibility and Voluntary Exclusion
Federal and State agencies shall not award assistance to applicants that are
debarred or suspended, or otherwise excluded from or ineligible for participation in
Federal assistance programs under Executive Order 12549. By signing this
Agreement, Contractor certifies that neither it nor its principals or subcontractors
are presently debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded from participation in this transaction by any Federal department
or agency. (Reference website: https://www.sam.gov/SAM/).
12. Prohibition on Tax Delinquency
Any Agreement that a state agency enters into after July 1, 2012, is void if the
contract is between a state agency and a contractor, or subcontractor, whose name
appears on either list of the 500 largest tax delinquencies pursuant to Section 7063
or 19195 of the Revenue and Taxation Code. (Public Contract Code Section
10295.4). In accordance with Public Contract Code Section 10295.4, agencies are
required to cancel Agreements with entities that appear on either list.
Exhibit D 6
(Franchise Tax Board) https://www.ftb.ca..qov/about-ftb/newsroom/top-500-past-due-
balances/index.html
(Board of Equalization) https://www.cdtfa.ca.gov/taxes-and-fees/top500.htm
13. False Claim Act
Contractor agrees that it shall promptly notify the State and refer to an appropriate
federal inspector general any credible evidence that a principal, employee, agent,
subcontractor or other person has committed a false claim under the False Claim
Act or has committed a criminal or civil violation of laws pertaining to fraud, conflict
of interest, bribery, gratuity, or similar misconduct involving this Contract.
14. Fraud Awareness Training
The Contractor, its employees or any individuals performing activities related to this
Contract shall review the "Fraud Awareness Overview" no later than 30 days upon
Contract award. The Fraud Awareness Overview maybe viewed at the following
intereet site: http://indor/directorsoffice/chief-deputy-director/audit-services/fraud-
awareness. Hard copy available upon request.
15. GENAI TECHNOLOGY USE AND REPORTING
During the term of the contract, Contractor must notify the State in writing if their
services or any work under this contract includes, or makes available, any
previously unreported GenAl technology, including GenAl from third parties or
subcontractors. Contractor shall immediately complete the GenAl Reporting and
Factsheet (STD 1000) to notify the State of any new or previously unreported
GenAl technology. At the direction of the State, Contractor shall discontinue the use
of any new or previously undisclosed GenAl technology that materially impacts
functionality, risk or contract performance, until use of such GenAl technology has
been approved by the State.
Failure to disclose GenAl use to the State and submit the GenAl Reporting and
Factsheet (STD 1000) may be considered a breach of the contract by the State at
its sole discretion and the State may consider such failure to disclose GenAl and/or
failure to submit the GenAl Reporting and Factsheet (STD 1000) as grounds for the
immediate termination of the contract. The State is entitled to seek any and all relief
it may be entitled to as a result of such non-disclosure.
The State reserves the right to amend the contract, without additional cost, to
incorporate GenAl Special Provisions into the contract at its sole discretion and/or
terminate any contract that presents an unacceptable level of risk to the State.
Exhibit D 7
CCC 04/2017
CERTIFICATION
I, the official named below, CERTIFY UNDER PENALTY OF PERJURY that I am duly
authorized to legally bind the prospective Contractor to the clause(s) listed below. This
certification is made under the laws of the State of California.
Contractor/Bidder Firm Name (Printed) Federal ID Number
By (Authorized Signature)
�d
Printed Name and Title of Person Signing
Date Executed Executed in the County of
` L Zto C)r0,r-l-) (�
CONTRACTOR CERTIFICATION CLAUSES
1. STATEMENT OF COMPLIANCE: Contractor has, unless exempted, complied with
the nondiscrimination program requirements. (Gov. Code §12990 (a-f) and CCR, Title 2,
Section 11102) (Not applicable to public entities.)
2. DRUG-FREE WORKPLACE REQUIREMENTS: Contractor will comply with the
requirements of the Drug-Free Workplace Act of 1990 and will provide a drug-free
workplace by taking the following actions:
a. Publish a statement notifying employees that unlawful manufacture, distribution,
dispensation,possession or use of a controlled substance is prohibited and specifying
actions to be taken against employees for violations.
b. Establish a Drug-Free Awareness Program to inform employees about:
1) the dangers of drug abuse in the workplace;
2) the person's or organization's policy of maintaining a drug-free workplace;
3) any available counseling, rehabilitation and employee assistance programs; and,
4)penalties that may be imposed upon employees for drug abuse violations.
c. Every employee who works on the proposed Agreement will:
1) receive a copy of the company's drug-free workplace policy statement; and,
2) agree to abide by the terms of the company's statement as a condition of employment
on the Agreement.
Failure to comply with these requirements may result in suspension of payments under
the Agreement or termination of the Agreement or both and Contractor may be ineligible
for award of any future State agreements if the department determines that any of the
following has occurred: the Contractor has made false certification, or violated the
certification by failing to carry out the requirements as noted above. (Gov. Code §8350 et
seq.)
3. NATIONAL LABOR RELATIONS BOARD CERTIFICATION: Contractor certifies
that no more than one (1) final unappealable finding of contempt of court by a Federal
court has been issued against Contractor within the immediately preceding two-year
period because of Contractor's failure to comply with an order of a Federal court, which
orders Contractor to comply with an order of the National Labor Relations Board. (Pub.
Contract Code §10296) (Not applicable to public entities.)
4. CONTRACTS FOR LEGAL SERVICES $50,000 OR MORE-PRO BONO
REQUIREMENT: Contractor hereby certifies that Contractor will comply with the
requirements of Section 6072 of the Business and Professions Code, effective January 1,
2003.
Contractor agrees to make a good faith effort to provide a minimum number of hours of
pro bono legal services during each year of the contract equal to the lessor of 30
multiplied by the number of full time attorneys in the firm's offices in the State, with the
number of hours prorated on an actual day basis for any contract period of less than a full
year or 10% of its contract with the State.
Failure to make a good faith effort may be cause for non-renewal of a state contract for
legal services, and may be taken into account when determining the award of future
contracts with the State for legal services.
5. EXPATRIATE CORPORATIONS: Contractor hereby declares that it is not an
expatriate corporation or subsidiary of an expatriate corporation within the meaning of
Public Contract Code Section 10286 and 10286.1, and is eligible to contract with the
State of California.
6. SWEATFREE CODE OF CONDUCT:
a. All Contractors contracting for the procurement or laundering of apparel, garments or
corresponding accessories, or the procurement of equipment, materials, or supplies, other
than procurement related to a public works contract, declare under penalty of perjury that
no apparel, garments or corresponding accessories, equipment, materials, or supplies
furnished to the state pursuant to the contract have been laundered or produced in whole
or in part by sweatshop labor, forced labor, convict labor, indentured labor under penal
sanction, abusive forms of child labor or exploitation of children in sweatshop labor, or
with the benefit of sweatshop labor, forced labor, convict labor, indentured labor under
penal sanction, abusive forms of child labor or exploitation of children in sweatshop
labor. The contractor further declares under penalty of perjury that they adhere to the
Sweatfree Code of Conduct as set forth on the California Department of Industrial
Relations website located at www.d r.ca.gov, and Public Contract Code Section 6108.
b. The contractor agrees to cooperate fully in providing reasonable access to the
contractor's records, documents, agents or employees, or premises if reasonably required
by authorized officials of the contracting agency, the Department of Industrial Relations,
or the Department of Justice to determine the contractor's compliance with the
requirements under paragraph(a).
7. DOMESTIC PARTNERS: For contracts of$100,000 or more, Contractor certifies
that Contractor is in compliance with Public Contract Code section 10295.3.
8. GENDER IDENTITY: For contracts of$100,000 or more, Contractor certifies that
Contractor is in compliance with Public Contract Code section 10295.35.
DOING BUSINESS WITH THE STATE OF CALIFORNIA
The following laws apply to persons or entities doing business with the State of
California.
1. CONFLICT OF INTEREST: Contractor needs to be aware of the following provisions
regarding current or former state employees. If Contractor has any questions on the
status of any person rendering services or involved with the Agreement,the awarding
agency must be contacted immediately for clarification.
Current State Employees (Pub. Contract Code §10410):
1).No officer or employee shall engage in any employment, activity or enterprise from
which the officer or employee receives compensation or has a financial interest and
which is sponsored or funded by any state agency, unless the employment, activity or
enterprise is required as a condition of regular state employment.
2).No officer or employee shall contract on his or her own behalf as an independent
contractor with any state agency to provide goods or services.
Former State Employees (Pub. Contract Code §10411):
1). For the two-year period from the date he or she left state employment, no former state
officer or employee may enter into a contract in which he or she engaged in any of the
negotiations, transactions,planning, arrangements or any part of the decision-making
process relevant to the contract while employed in any capacity by any state agency.
2), For the twelve-month period from the date he or she left state employment, no former
state officer or employee may enter into a contract with any state agency if he or she was
employed by that state agency in a policy-making position in the same general subject
area as the proposed contract within the 12-month period prior to his or her leaving state
service.
If Contractor violates any provisions of above paragraphs, such action by Contractor shall
render this Agreement void. (Pub. Contract Code §10420)
Members of boards and commissions are exempt from this section if they do not receive
payment other than payment of each meeting of the board or commission, payment for
preparatory time and payment for per diem. (Pub. Contract Code §10430 (e))
2. LABOR CODEIWORKERS' COMPENSATION: Contractor needs to be aware of the
provisions which require every employer to be insured against liability for Worker's
Compensation or to undertake self-insurance in accordance with the provisions, and
Contractor affirms to comply with such provisions before commencing the performance
of the work of this Agreement. (Labor Code Section 3700)
3. AMERICANS WITH DISABILITIES ACT: Contractor assures the State that it
complies with the Americans with Disabilities Act (ADA) of 1990, which prohibits
discrimination on the basis of disability, as well as all applicable regulations and
guidelines issued pursuant to the ADA. (42 U.S.C. 12101 et seq.)
4. CONTRACTOR NAME CHANGE: An amendment is required to change the
Contractor's name as listed on this Agreement. Upon receipt of legal documentation of
the name change the State will process the amendment. Payment of invoices presented
with a new name cannot be paid prior to approval of said amendment.
5. CORPORATE QUALIFICATIONS TO DO BUSINESS IN CALIFORNIA:
a. When agreements are to be performed in the state by corporations,the contracting
agencies will be verifying that the contractor is currently qualified to do business in
California in order to ensure that all obligations due to the state are fulfilled.
b. "Doing business" is defined in R&TC Section 23101 as actively engaging in any
transaction for the purpose of financial or pecuniary gain or profit. Although there are
some statutory exceptions to taxation, rarely will a corporate contractor performing
within the state not be subject to the franchise tax.
c. Both domestic and foreign corporations (those incorporated outside of California) must
be in good standing in order to be qualified to do business in California. Agencies will
determine whether a corporation is in good standing by calling the Office of the Secretary
of State.
6. RESOLUTION: A county, city, district, or other local public body must provide the
State with a copy of a resolution, order, motion, or ordinance of the local governing body
which by law has authority to enter into an agreement, authorizing execution of the
agreement.
7. AIR OR WATER POLLUTION VIOLATION: Under the State laws, the Contractor
shall not be: (1) in violation of any order or resolution not subject to review promulgated
by the State Air Resources Board or an air pollution control district; (2) subject to cease
and desist order not subject to review issued pursuant to Section 13301 of the Water
Code for violation of waste discharge requirements or discharge prohibitions; or(3)
finally determined to be in violation of provisions of federal law relating to air or water
pollution.
8. PAYEE DATA RECORD FORM STD. 204: This form must be completed by all
contractors that are not another state agency or other governmental entity.
I