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HomeMy WebLinkAboutSTATE DPH-Prevention Forward Program_A-21-087 (2).pdf CO(� County of Fresno Hall of Records, Room 301 2281 Tulare Street Fresno,California Board of Supervisors 93721-2198 O i85 O Telephone:(559)600-3529 FRES Minute Order Toll Free: 1-800-742-1011 www.co.fresno.ca.us March 23, 2021 Present: 5- Chairman Steve Brandau, Supervisor Nathan Magsig, Supervisor Buddy Mendes, Vice Chairman Brian Pacheco, and Supervisor Sal Quintero Agenda No. 45. Public Health File ID: 21-0055 Re: Approve and authorize the Chairman to execute a retroactive revenue agreement and related certificates (Contractor Certification Clauses and California Civil Rights Laws)with the California Department of Public Health for the Prevention Forward Program to address chronic disease prevention, effective March 1, 2021 or upon approval of Department of General Services,whichever occurs later, through June 29, 2023, total not to exceed $156,397; and, approve and authorize the Director of the Department of Public Health, or designee, to execute the Contractor's Release for the final invoice APPROVED AS RECOMMENDED Ayes: 5- Brandau, Magsig, Mendes, Pacheco, and Quintero Agreement No. 21-087 County of Fresno Page 46 Board Agenda Item 45 o t35� o f Cn DATE: March 23, 2021 TO: Board of Supervisors SUBMITTED BY: David Pomaville, Director, Department of Public Health SUBJECT: Retroactive Revenue Agreement with the California Department of Public Health for the Prevention Forward Program RECOMMENDED ACTION(S): 1. Approve and authorize the Chairman to execute a retroactive revenue agreement and related certificates (Contractor Certification Clauses and California Civil Rights Laws) with the California Department of Public Health for the Prevention Forward Program to address chronic disease prevention, effective March 1, 2021 or upon approval of Department of General Services, whichever occurs later, through June 29, 2023, total not to exceed $156,397; and, 2. Approve and authorize the Director of the Department of Public Health, or designee,to execute the Contractor's Release for the final invoice. There is no additional Net County Cost associated with the recommended actions. Approval of the recommended agreement with California Department of Public Health (CDPH) builds upon the previous Prevention Forward grant received in April 2019 and will continue to support the Department of Public Health's (Department) effort to address chronic disease by providing prevention and support services to local, underserved adult populations diagnosed or at risk for Type 2 Diabetes. Approval of the second recommended action will allow the Director of the Department to execute the State Contractor's Release form required to be submitted with the final invoice to CDPH. This item is countywide. ALTERNATIVE ACTION(S): Should your Board not approve the recommended actions, the Department would be unable to provide Prevention Forward intervention services. RETROACTIVE AGREEMENT: The recommended revenue agreement was received from the State on February 8, 2021 and is being brought to your Board at the earliest date possible in accordance with the agenda item processing timelines. FISCAL IMPACT: There is no increase in Net County Cost associated with the recommended actions. The recommended revenue agreement is funded by the CDPH for Prevention Forward interventions, provided by the Centers for Disease Control and Prevention (CDC). The maximum compensation of S156,397 will pay for salary and benefits, operational, indirect, and County of Fresno page 1 File Number:21-0055 File Number:21-0055 subcontract costs to execute services for the prevention or self-management of Type 2 Diabetes. Annual allocations are as follows: . $75,081 from March 1, 2021 through June 30, 2021 • $42,658 from July 1, 2021 through June 30, 2022 • $38,658 from July 1, 2022 through June 29, 2023 Sufficient appropriations and estimated revenues are included in the Department's Org 5620 FY 2020-21 Adopted Budget for the expected cost. DISCUSSION: On July 9, 2019, the Board approved a revenue agreement with CDPH for Prevention Forward interventions to address chronic disease prevention. This non-competitive grant funding is a continuation of that program to support a continuation of health system partner identification of services for local communities to increase knowledge, skills and opportunities to prevent delay or control diabetes. Fresno County will provide prevention and self-management support to local programs and organizations that serve adults diagnosed or at risk for Type 2 Diabetes. The strategies specified in the Agreement's scope of work, as required by CDC,will enable the Department to work with partner organizations to fulfill the following goals and activities: • Increase chronic disease support services to the target population's health status and improve patient intervention management systems through Health Information Technology(HIT), Health Information Exchange (HIE), and Electronic Health Records (EHR). • Increase patient utilization and adherence to evidenced-based strategies for monitoring referrals to community self-management programs, such as lifestyle change, nutrition improvement, and physical activity. • Increase patient coordination with non-physician care team members to monitor and manage patient condition(s)and refer individuals to lifestyle change programs. • Coordinate with CDPH on a required schedule to increase participation, coordination, management, and delivery to improve data collection, information exchange, and resource development and distribution. Service coordination will be conducted using social distancing measures throughout the duration of the Coronavirus pandemic, such as, virtual online platforms, telehealth, conference phone calls, computer assisted coordination and emails. Fresno County Risk Management Division has approved the agreement with the disclosure that the recommended agreement does not contain the County's standard insurance language or limits. REFERENCE MATERIAL: BAI#61, July 9, 2019 ATTACHMENTS INCLUDED AND/OR ON FILE: On file with Clerk-Contractor Certification Clauses On file with Clerk- California Civil Rights Laws On file with Clerk-Agreement with the California Department of Public Health CAO ANALYST: Ron Alexander County of Fresno page 2 File Number:29-0055 Agreement No. 21-087 SCO ID: 4265-2010704 STATE OF CALIFORNIA•DEPARTMENT OF GENERAL SERVICES STANDARD AGREEMENT AGREEMENT NUMBER PURCHASING AUTHORITY NUMBER(If Applicable) STD 213(Rev.0412020) 20-1 0704 1 This Agreement is entered into between the Contracting Agency and the Contractor named below CON 1RACTING AGENCY NAME California Department of Public Health CONrRACI'ORNAIVE County of Fresno 2.The term of this Agreement is START DATE March 1,2021,or upon approval of OGS,whichever occurs later. THROUGH END DATE June 29,2023 3.The maximum amount of this Agreement is: 5156.397.00 One Hundred Fifty Six Thousand Three Hundred Ninety Seven Dollars and Zero Cents 4,The parties agree to comply with the terms and conditions of the following exhibits,which are by this reference made a part of the Agreement. Exhibits Title Pages Exhibit A Scope of work 18 Exhibit B Budget Detail and Payment Provisions 3 Exhibit B Budget,Attachments I,II,and III 3 Exhibit C General Terms and Conditions _ 04/2017 Exhibit D Special Terms&Conditions 16 Exhibit E Additional Provisions 2 Exhibit F Federal Terms& Conditions 12 Exhibit G Information Privacy and Security Requirements(Non-HIPAA) 11 Exhibit H Contractor's Release 1 Items shown with on asterisk(*),are here y incorporated by reference an ma a part o t is agreement as ifatroched hereto, These documents can be viewed at h ftps/iiv<vw.dns.ca.aov/OLS/Resources IN WITNESS WHEREOF,THIS AGREEMENT HAS BEEN EXECUTED BY THE PARTIES HERETO. CONTRACTOR CONTRACTOR NAME(it other than an individual,state whether a corporation,partnership.etc.) County of Fresno CONTRACTOR BUSINESS ADDRESS CITY STATE ZIP 1221 Fulton Street Fresno CA 93721 PRINTED NAME OF PERSON SIGNING TITLE Steve Brandau Chairman,Fresno County Board of Supervisors CONTRACTORA IO IZEDSIGNATURE DATF SIGNED ATTEST: BERNICE E. SEIDEL Clerk of the Board of Supervisors County of 1=resno.Sidie tjl`CiT,iI rmia B! � _Deputy Page 1 of 2 SCO ID: 4265-2010704 STATE OF CALIFORNIA-DEPARTMENT OF GENERAL SERVICES STANDARD AGREEMENT AGREEMENT NUMBER PURCHASING AUTHORITY NUMBER(if Applicable) STD 213(Rev.04120201 20-10704 STATE OF CALIFORNIA CONTRACTING AGENCY NAME California Department of Public Health CONTRACIING AGFNCY ADDRESS CITY STATE ZIP 1616 Capitol Avenue,Suite 74.262,MS 1802,PO Box 997377 Sacramento CA 95899 PRINTED NAME OF PERSON SIGNING TITLE Kristy Lieu Chief,Contracts Management Unit CONTRACTING AGENCY AUTHORIZED SIGNATURE DATE SIGNED , 1ll CAI IFORNIA DEf RTNENT OF GENERAL SERVICES APPROVAL EXEMPTION((f Applicable) APPROVED APR 22 2021 EE:pg OFFICE OF LEGAL SERVICES DEPARTMENT OF GENERAL SERVICES Contractor Certification Clauses 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 County of Fresno q i I r � s By (Authorize gnature) TT S ATTEST: BERNICE E.SEIDEL I Clerk of the Board of Supervisors County f Fresno,Mate of California Printed Name and Title of Person Signing By Deputy Steve Brandau, Chairman of the Board of Supervisors of the County of Fresno Date Executed Executed in the County of �A b 10")oa j Fresno 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.dir.ca.gov, and Public Contract Code Section 6108. b. The contractor agrees to cooperate fully in providing reasonable access to the contractor's records, documents, agents or employees, or premises if reasonably required by authorized officials of the contracting agency, the Department of Industrial Relations, 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 CODE/WORKERS' 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 STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES CALIFORNIA CIVIL RIGHTS LAWS ATTACHMENT OFFICE OF LEGAL SERVICES DGS OLS 04(Rev.01/17) Pursuant to Public Contract Code section 2010, a person that submits a bid or proposal to,or otherwise proposes to enter into or renew a contract with, a state agency with respect to any contract in the amount of$100,000 or above shall certify, under penalty of perjury, at the time the bid or proposal is submitted or the contract is renewed, all of the following: 1. CALIFORNIA CIVIL RIGHTS LAWS: For contracts executed or renewed after January 1, 2017, the contractor certifies compliance with the Unruh Civil Rights Act (Section 51 of the Civil Code) and the Fair Employment and Housing Act (Section 12960 of the Government Code); and 2. EMPLOYER DISCRIMINATORY POLICIES: For contracts executed or renewed after January 1, 2017, if a Contractor has an internal policy against a sovereign nation or peoples recognized by the United States government, the Contractor certifies that such policies are not used in violation of the Unruh Civil Rights Act (Section 51 of the Civil Code) or the Fair Employment and Housing Act(Section 12960 of the Government Code). CERTIFICATION I, the official named below, certify under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Proposer/Bidder Firm Name(Printed) Federal ID Number County of Fresno By (Authorize S nature) ATTEST: BERNICE E.SEIDEL Clerk of the Board of Supervisors County of Fresno,State of California Printed ame and Title of Person Signing By , l Deputy Steve Brandau, Chairman of the Board of Supervisors of the County of Fresno Executed in the County of Executed in the State of Fresno CA Date Executed County of Fresno 20-10704 Page 1 of 18 Exhibit A Scope of Work 1. Service Overview Pursuant to California Health and Safety Code Sections 131058 and 131085 the County of Fresno, Department of Public Health (Contractor) will provide prevention and self-management support to high burden/underserved adult populations diagnosed or at risk for Type 2 Diabetes (diabetes). Contractor services will increase chronic disease support services to target population health status and improve patient intervention management systems through Health Information Technology (HIT), Health Information Exchange (HIE), and Electronic Health Records (EHR). Increase and improve referrals for nationally recognized lifestyle change and chronic disease self- management programs. Service coordination, such as, meetings, consultations and reporting scope of work activities will be conducted with public health and safety priorities. Service coordination will be conducted using social distancing measures throughout the duration of the Coronavirus pandemic, such as, virtual online platforms, telehealth, conference phone calls, computer assisted coordination and emails. The Centers for Disease Control and Prevention (CDC), CFDA number 93.426, Grant Number NU58DP006540, funding awarded to the CDPH for Contractor Local Assistance provides California Prevention Forward (PF) interventions; including required objectives and strategies as described in the Scope of Work and in compliance with the CDC Grant. 2. Service Location The services shall be performed at applicable facilities and/or remotely in the County of Fresno as prescribed in the Scope of Work. 3. Service Hours The services shall be provided during normal Contractor workdays, 8 am — 5 pm, Monday through Friday, except official holidays. 4. Project Representatives A. The project representatives during the term of this agreement will be: California Department of Public Health Fresno County Department of Public Lisa Pulido Health Telephone: (916) 552-9948 Melanie Ruvalcaba, Program Manager Fax: (916) 552-9729 Telephone: (559) 600-6449 E-mail: Lisa.Pulido@cdph.ca.gov Fax: (559) 600-7687 E-mail: mruvalcaba(c-)fresnocountyca.gov County of Fresno 20-10704 Page 2 of 18 Exhibit A Scope of Work B. Direct all inquiries to: California Department of Public Health Fresno County Department of Public Chronic Disease Control Branch Health Attention: Jessica Nunez de Ybarra Office of Health Policy and Wellness P.O. Box 997377, MS 7208 Attention: Melanie Ruvalcaba, Program Sacramento, CA 95899-7377 Manager 1221 Fulton Street Telephone: (916) 522-9877 Fresno, CA 93721 Fax: (916) 552-9729 E-mail: Telephone: (559) 600-6449 Jessica.NunezdeYbarra2(a)cdph.ca.gov Fax: (559) 600-7687 E-mail: mruvalcaba@fresnocountyca.gov C. All payments from CDPH to the Contractor shall be sent to the following address: Remittance Address Contractor: ([County of Fresno Attention Bruna Chavez, DPH Business Manager IPO Box 11800 [Fresno, CA, 93775 [559-600-6438 [559-600-7687 dphboap@fresnocountyca.gov D. Either party may make changes to the information above by giving written notice to the other party. Said changes shall not require an amendment to this agreement. 5. 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(n D U C a O v County of Fresno 20-10704 Exhibit B Budget Detail and Payment Provisions 1. Invoicing and Payment A. In no event shall the Contractor request reimbursement from the State for obligations entered into or for costs incurred prior to the commencement date or after the expiration of this Agreement. B. For services satisfactorily rendered, and upon receipt and approval of the invoices, CDPH agrees to compensate the Contractor for actual expenditures incurred in accordance with the Budget Line Item amounts specified in Attachments I, II, and III of this Exhibit. C. Invoices shall include the Agreement Number and shall be submitted electronically, not more frequently than quarterly, in arrears to: CDCBlnvoices@cdph.ca.gov D. Invoices shall: 1) Be prepared on Contractor letterhead. If invoices are not on produced letterhead invoices must be signed by an authorized official, employee or agent certifying that the expenditures claimed represent activities performed and are in accordance with Exhibit A. 2) Identify the billing and/or performance period covered by the invoice. 3) Itemize costs for the billing period in the same or greater level of detail as indicated in this agreement. Subject to the terms of this agreement, reimbursement may only be sought for those costs and/or cost categories expressly identified as allowable in this agreement and approved by CDPH. E. Amounts Payable The amounts payable under this agreement shall not exceed $156,397.00, as indicated in Attachments I, II, and IIII of this Exhibit. 2. Budget Contingency Clause A. It is mutually agreed that if the Budget Act of the current year and/or any subsequent years covered under this Agreement does not appropriate sufficient funds for the program, this Agreement shall be of no further force and effect. In this event, the State shall have no liability to pay any funds whatsoever to Contractor or to furnish any other considerations under this Agreement and Contractor shall not be obligated to perform any provisions of this Agreement. 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. Page 1 of 3 County of Fresno 20-10704 Exhibit B Budget Detail and Payment Provisions 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. Timely Submission of Final Invoice A. Final undisputed invoice shall be submitted for payment no more than thirty (30) calendar days following the expiration or termination date of this agreement, unless a later or alternate deadline is agreed to in writing by the program contract manager. Said invoice should be clearly marked "Final Invoice", indicating that all payment obligations of the State under this agreement have ceased and that no further payments are due or outstanding. The State may, at its discretion, choose not to honor any delinquent final invoice if the Contractor fails to obtain prior written State approval of an alternate final invoice submission deadline. B. The Contractor is hereby advised of its obligation to submit to the state, with the final invoice, a completed copy of the "Contractor's Release (Exhibit H)". 5. Expense Allowability/ Fiscal Documentation A. Invoices, received from the Contractor and accepted for payment by the State, shall not be deemed evidence of allowable agreement costs. B. Contractor shall maintain for review and audit and supply to CDPH upon request, adequate documentation of all expenses claimed pursuant to this agreement to permit a determination of expense allowability. C. If the allowability of an expense cannot be determined by the State because invoice detail, fiscal records, or backup documentation is nonexistent or inadequate according to generally accepted accounting principles or practices, all questionable costs may be disallowed, and payment may be withheld by the State. Upon receipt of adequate documentation supporting a disallowed or questionable expense, reimbursement may resume for the amount substantiated and deemed allowable. 6. Recovery of Overpayments A. Contractor 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) Contractor's remittance to the State of the full amount of the audit exception within 30 days following the State's request for repayment; 2) A repayment schedule which is agreeable to both the State and the Contractor. B. The State reserves the right to select which option as indicated above in paragraph A will be employed and the Contractor 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 Page 2 of 3 County of Fresno 20-10704 Exhibit B Budget Detail and Payment Provisions commencing on the date that an audit or examination finding is mailed to the Contractor, beginning 30 days after Contractor's receipt of the State's demand for repayment. D. If the Contractor 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 Contractor loses the final administrative appeal, Contractor shall repay, to the State, the over-claimed or disallowed expenses, plus accrued interest. Interest accrues from the Contractor's first receipt of State's notice requesting reimbursement of questioned audit casts or disallowed expenses. 7. Advance Payments No advance payment is allowed under this Contract. 8. Travel and Per Diem Reimbursement Any reimbursement for necessary travel and per diem shall, unless otherwise specified in this Agreement, be at the rates currently in effect, as established by the California Department of Human Resources (Cal HR). If the Cal HR rates change during the term of the Agreement, the new rates shall apply upon their effective date and no amendment to this Agreement shall be necessary. No travel outside the state of California shall be reimbursed without prior authorization from the CDPH. Verbal authorization should be confirmed in writing. Written authorization may be in a form including fax or email confirmation. Refer to CaIHR website. 9. Invoice Reporting Requirements and Billing Instructions A. Quarterly Invoice Schedule - Contractor shall submit electronic quarterly invoice in accordance with the following schedule: Quarter Dates Due 1 07/01 thru 09/30 11/1 2 10/01 thru 12/31 2/1 3 01/01 thru 03/31 5/1 4 04/01 thru 6/30 8/1 B. Invoice must include the Contractor's remittance address. Electronic invoices must be submitted to read on the subject line as follows: Contract Number, Vendor Name, State Fiscal Year, Invoice Number Page 3 of 3 Exhibit B, Attachment I County of Fresno Budget Year 1 20-10704 (3101/2021 -6/3012021) Category A Total Diabetes A. PERSONNEL Position Title % Total Annual Months Monthly % of Subtotal Total Cost FTE Salary Salary Fund Program Manager 33% $ 98,580.00 4 $ 2,731.90 100% $ 10,927.59 $ 10,927.59 Health Education Specialist 39% S 49,384.00 4 $ 1,596.48 100% $ 6,385.93 $ 6,385.93 Total Salaries $ 17,313.52 $ 17,313.52 FRINGE BENEFITS 67% 1 $ 11,600.06 $ 11,600.06 Total Personnel Costsl 1 $ 28,913.58 $ 28,913.58 Category A Total Diabetes B. OPERATING EXPENSES DETAIL % of Subtotal Total Cost Fund General Expense (office supplies): 98% $ 249.97 $ 249.97 Communication/Software (input methodology): 100% $ 2,061.00 $ 2,061.00 Space/Rent ($625 Rate x 4 Months-$2,500): 100% $ 2,500.00 $ 2,500.00 Total Operatingi $ 4,810.97 $ 4,810.97 Category A Total Diabetes C. SUBCONTRACTORS % of Subtotal Total Cost Fund National DPP Provider subcontractor: Obj. 6.1 100% $ 1,500.00 $ 1,500.00 Pharmacist subcontractor: -Obj. 10.2 100% $ 10,000.00 $ 10,000.00 Total Other Costsi $ 11,500.00 $ 11,500.00 Category A Total Diabetes D. OTHER COSTS % of Subtotal Total Cost Fund Meeting Rooms 100% $ 500.00 $ 500.00 Education and training materials and Participation fees: -Obj, 2.11 2.2, 2.3. 100% $ 2,128.00 $ 2,128.00 3.1, 3.2, 4.1, 5.2, 7.2, 8.1, 8.2, 9.1, 9.2 DSMES/NDPP certification fees and materials for Health System Champion(s). -Obj. 2, 2.1, &4.1; Obj. 10.1 & 10.2; Goal 4, Obj. 11.2, 100% S 20,000.00 $ 20,000.00 11.10 & 11.8 Total Other Costs $ 22 628.00 122 628.00 Category A Total E. INDIRECT Diabetes % of Subtotal Total Cost Fund Total Personnel Cost 1 25.00% 100% $ 7,228.39 $ 7.228.39 Total Indirect Cost $ 7,228.39 $ 7,228.39 Category A Total Diabetes TOTAL EXPENSES $ 75,081.00 $ 75,081.00 *Rounding may occur Page 1 of 1 Exhibit B, Attachment II County of Fresno Budget Year 2 20-10704 (7/01/2021 - 6/30/2022) Category A Total Diabetes A. PERSONNEL Position Title % Total Annual Months Monthly % of Subtotal Total Cost FTE Salary Salary Fund Program Manager 5% $ 101,537.00 12 S 423.07 100% $ 5,076.85 $ 5,076.85 Health Education Specialist 10% $ 50,866.00 12 $423.88 100% $ 5,086.60 $ 5,086.60 Total Salaries $ 10,163.45 $ 10,163.45 FRINGE BENEFITS 67% 1 $ 6,809.51 $ 6,809.51 Total Personnel Costsi 1 $ 16,972.96 $ 16,972.96 Category A Total Diabetes B. OPERATING EXPENSES DETAIL % of Subtotal Total Cost Fund Travel: 100% $ 250.80 $ 250.80 Total Operating $ 250.80 $ 250.80 Category A Total Diabetes D. OTHER COSTS % of Subtotal Total Cost Fund Education and training materials and fees: Obj. 2.1, 2.2, 2.3, 3.1, 3.2, 4.1, 5.2, 100% $ 1,191.00 $ 1,191.00 7.2, 8.1, 8.2, 9.1, 9.2 DSMES/NDPP certification fees and materials for Health System Champion(s): 100% $ 20,000.00 $ 20,000.00 Obj. 2, 2.1, &4.1; Obj. 10.1 & 10.2; Obj. 11.2, 11.10 & 11.8 Total Other Costs $ 21,191.00 $ 21,191.00 Category A Total E. INDIRECT Diabetes Please select only one option and enter percentage in column G79, or G80. % of Subtotal Total Cost For MTDC (AB20 only) contact your contract manager. Fund Total Personnel Cost 25.00% 25% S 4,243.24 $ 4,243.24 Total Indirect Costj $ 4,243.24 1 $ 4,243.24 Category A Total Diabetes I i TOTAL EXPENSES $ 42,658.00 $ 42,658.00 *Rounding may occur Page 1 of 1 Exhibit B, Attachment III County of Fresno Budget Year 3 20-10704 (7/01/2022 - 6/29/2023) Category A Diabetes Total A. PERSONNEL Position Title % Total Annual Months Monthly % of Subtotal Total Cost FTE Salary Salary Fund Program Manager 3% S 104,583.00 12 $ 261.46 100% $ 3,137.49 $ 3,137.49 Health Education Specialist 11% $ 52,392.00 12 $ 480.26 100% $ 5,763.12 $ 5,763.12 Total Salaries $ 8,900.61 $ 8,900.61 FRINGE BENEFITS 67% 1 $ 5,963.41 $ 5,963.41 Total Personnel Costsl 1 $ 14,864.02 $ 14,864.02 Category A Diabetes Total % of Subtotal Total Cost B. OPERATING EXPENSES DETAIL Fund Travel: 100% $ 78.00 $ 78.00 Total Operating $ 78.00 $ 78.00 Category A Diabetes Total D. OTHER COSTS % of Subtotal Total Cost Fund DSMES/NDPP certification fees and materials for Health System 100% $ 19,999.98 $ 19,999.98 Champion(s): Obj. 2, 2.1, & 4.1; Obj. 10.1 & 10.2; Obj. 11.2, 11.10 & 11.8 Total Other Costs $ 19,999.98 $ 19,999.98 Category A Total E. INDIRECT Diabetes % of Subtotal Total Cost Fund Total Personnel Cost 25.009/0 100% $ 3,716.00 S 3,716.00 Total Indirect Costi $ 3,716,00 1 $ 3,716.00 Category A Total Diabetes TOTAL EXPENSES $ 38,658.00 $ 38,658.00 'Rounding may occur Page 1 of 1 General Terms and Conditions (GTC 04/2017) 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. 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. 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. 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).) County of Fresno 20-10704 Exhibit D Special Terms and Conditions (For Subvention/Local Assistance Agreements) 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 11. Officials Not to Benefit 2. Equipment Ownership / Inventory/ 12. Prohibited Use of State Funds for Software Disposition 13. Contract Uniformity (Fringe Benefit 3. Subcontract Requirements Allowability) 4. Income Restrictions 14. Cancellation 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 Page 1 of 16 Exhibit D Special Terms and Conditions 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: (1) 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. (2) 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. (1) Equipment purchases shall not exceed $50,000 annually. To secure equipment above the annual maximum limit of $50,000, the Contractor shall make arrangements through the appropriate CDPH Program Contract Manager, to have all remaining 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. (2) 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. (3) Nonprofit organizations and commercial businesses, shall use a procurement system that meets the following standards: (a) Maintain a code or standard of conduct that shall govern the performance of its officers, Page 2 of 16 Exhibit D Special Terms and Conditions 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 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 Page 3 of 16 Exhibit D Special Terms and Conditions purchased/reimbursed with agreement funds or furnished by CDPH under the terms of this Agreement shall be considered state equipment and the property of CDPH. (1) CDPH requires the reporting, tagging and annual inventorying of all equipment and/or property that is furnished by CDPH or purchased/reimbursed with funds provided through this Agreement. Upon receipt of equipment and/or property, the Contractor shall report the receipt to the CDPH Program Contract Manager. To report the receipt of said items and to receive property tags, Contractor shall use a form or format designated by CDPH's Asset Management Unit. If the appropriate form (i.e., Contractor Equipment Purchased with CDPH Funds) does not accompany this Agreement, Contractor shall request a copy from the CDPH Program Contract Manager. (2) If the Contractor enters into an agreement with a term of more than twelve months, the Contractor shall submit an annual inventory of state equipment and/or property to the CDPH Program Contract Manager using a form or format designated by CDPH's Asset Management Unit. If an inventory report form (i.e., Inventory/Disposition of CDPH-Funded Equipment) does not accompany this Agreement, Contractor shall request a copy from the CDPH Program Contract Manager. Contractor shall: (a) Include in the inventory report, equipment and/or property in the Contractor's possession and/or in the possession of a subcontractor (including independent consultants). (b) Submit the inventory report to CDPH according to the instructions appearing on the inventory form or issued by the CDPH Program Contract Manager. (c) Contact the CDPH Program Contract Manager to learn how to remove, trade-in, sell, transfer or survey off, from the inventory report, expired equipment and/or property that is no longer wanted, usable or has passed its life expectancy. Instructions will be supplied by CDPH's Asset Management Unit. b. Title to state equipment and/or property shall not be affected by its incorporation or attachment to any property not owned by the State. c. Unless otherwise stipulated, CDPH shall be under no obligation to pay the cost of restoration, or rehabilitation of the Contractor's and/or Subcontractor's facility which may be affected by the removal of any state equipment and/or property. d. The Contractor shall maintain and administer a sound business program for ensuring the proper use, maintenance, repair, protection, insurance and preservation of state equipment and/or property. (1) In administering this provision, CDPH may require the Contractor 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. e. Unless otherwise stipulated by the program funding this Agreement, equipment and/or property purchased/reimbursed with agreement funds or furnished by CDPH under the terms of this Page 4 of 16 Exhibit D Special Terms and Conditions Agreement, shall only be used for performance of this Agreement or another CDPH agreement. f. Within sixty (60) calendar days prior to the termination or end of this Agreement, the Contractor shall provide a final inventory report of equipment and/or property to the CDPH Program Contract Manager and shall, at that time, query CDPH as to the requirements, including the manner and method, of returning state equipment and/or property to CDPH. Final disposition of equipment and/or property shall be at CDPH expense and according to CDPH instructions. Equipment and/or property disposition instructions shall be issued by CDPH immediately after receipt of the final inventory report. At the termination or conclusion of this Agreement, CDPH may at its discretion, authorize the continued use of state equipment and/or property for performance of work under a different CDPH agreement. g. Motor Vehicles (Applicable only if motor vehicles are purchased/reimbursed with agreement funds or furnished by CDPH under this Agreement.) (1) If motor vehicles are purchased/reimbursed 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. (2) 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 only use said vehicles for the performance under the terms of this Agreement. (3) 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. (4) 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. Page 5 of 16 Exhibit D Special Terms and Conditions (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 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 artices, 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. Page 6of16 Exhibit D Special Terms and Conditions (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 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. Page 7of16 Exhibit D Special Terms and Conditions 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 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. (4) Contractor agrees to cooperate with CDPH in establishing or maintaining CDPH's exclusive rights in the Intellectual Property, and in assuring CDPH's sole rights against third parties with respect to the Intellectual Property. If the Contractor enters into any agreements or subcontracts with other parties in order to perform this Agreement, Contractor shall require the terms of the Agreement(s) to include all Intellectual Property provisions. Such terms must include, but are not limited to, the subcontractor assigning and agreeing to assign to Page 8 of 16 Exhibit D Special Terms and Conditions CDPH all rights, title and interest in Intellectual Property made, conceived, derived from, or reduced to practice by the subcontractor, Contractor or CDPH and which result directly or indirectly from this Agreement or any subcontract. (5) Contractor further agrees to assist and cooperate with CDPH in all reasonable respects, and execute all documents and, subject to reasonable availability, give testimony and take all further acts reasonably necessary to acquire, transfer, maintain, and enforce CDPH's Intellectual Property rights and interests. 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. (2) 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 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 Page 9 of 16 Exhibit D Special Terms and Conditions 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. 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 Page 10 of 16 Exhibit D Special Terms and Conditions 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 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 Page 11 of 16 Exhibit D Special Terms and Conditions 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 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. Page 12 of 16 Exhibit D Special Terms and Conditions 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 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 Page 13 of 16 Exhibit D Special Terms and Conditions 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. 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. Page 14 of 16 Exhibit D Special Terms and Conditions (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. 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). Page 15 of 16 Exhibit D Special Terms and Conditions (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. 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. Page 16 of 16 County of Fresno 20-10704 Exhibit E Additional Provisions Insurance Requirements A. General Provisions Applying to All Policies 1) Coverage Term —Coverage needs to be in force for the complete term of the Agreement. If insurance expires during the term of the Agreement, a new certificate and required endorsements must be received by the State at least ten (10) days prior to the expiration of this insurance. Any new insurance must comply with the original Agreement terms. 2) Policy Cancellation or Termination and Notice of Non-Renewal — Contractor shall provide to the CDPH within five (5) business days following receipt by Contractor a copy of any cancellation or non-renewal of insurance required by this Contract. In the event Contractor fails to keep in effect at all times the specified insurance coverage, the CDPH may, in addition to any other remedies it may have, terminate this Contract upon the occurrence of such event, subject to the provisions of this Contract. 3) Premiums, Assessments and Deductibles — Contractor is responsible for any premiums, policy assessments, deductibles or self-insured retentions 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 CDPH. 5) Insurance Carrier Required Rating —All insurance companies must carry an AM Best rating of at least "A—" with a financial category rating of no lower than VI. If 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 requested by the CDPH must be physically attached to all requested certificates of insurance and not substituted by referring to such coverage on the certificate of insurance. 7) Inadequate Insurance— Inadequate or lack of insurance does not negate Contractor's obligations under the Agreement. 8) Use of Subcontractors - In the case of Contractor's utilization of Subcontractors to complete the contracted scope of work, Contractor shall include all Subcontractors as insured under Contractor's insurance or supply evidence of the Subcontractor's insurance to the CDPH equal to policies, coverages, and limits required of Contractor. B. Insurance Coverage Requirements Contractor shall display evidence of certificate of insurance evidencing the following coverage: 1) Commercial General Liability — Contractor shall maintain general liability with limits not less than $1,000,000 per occurrence for bodily injury and property damage 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 and 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 Contractor's limit of liability. The policy shall be endorsed to include, "The State of California, its officers, agents, employees, and servants Page 1 of 2 County of Fresno 20-10704 Exhibit E Additional Provisions as additional insured, but only insofar as the operations under this Agreement are concerned." This endorsement must be supplied under form acceptable to the Office of Risk and Insurance Management. 2) Automobile Liability (when required)— Contractor shall maintain motor vehicle liability insurance with limits not less than $1,000,000 combined single limit per accident. Such insurance shall cover liability arising out of a motor vehicle including owned, hired and non-owned motor vehicles. Should the scope of the Agreement involve transportation of hazardous materials, evidence of an MCS-90 endorsement is required. The policy shall be endorsed to include, "The State of California, its officers, agents, employees, and servants as additional insured, but only insofar as the operations under this Agreement are concerned." This endorsement must be supplied under form acceptable to the Office of Risk and Insurance Management. 3) Worker's Compensation and Employer's Liability (when required)—Contractor shall maintain statutory worker's compensation and employer's liability coverage for all its employees who will be engaged in the performance of the Agreement. Employer's liability limits of S1,000,000 are required. When work is performed on State owned or controlled property the policy shall contain a waiver of subrogation endorsement in favor of the State. This endorsement must be supplied under form acceptable to the Office of Risk and Insurance Management. 4) Professional Liability (when required) —Contractor shall maintain professional liability covering any damages caused by a negligent error; act or omission with limits not less than $1,000,000 per occurrence and $1,000,000 policy aggregate. The policy's retroactive date must be displayed on the certificate of insurance and must be before the date this Agreement was executed or before the beginning of Agreement work. 5) Environmental/Pollution Liability (when required)— Contractor shall maintain pollution liability for limits not less than $1,000,000 per claim covering Contractor's liability for bodily injury, property damage and environmental damage resulting from pollution and related cleanup costs incurred arising out of the work or services to be performed under this Agreement. Coverage shall be provided for both work performed on site as well as transportation and proper disposal of hazardous materials. The policy shall be endorsed to include, "The State of California, its officers, agents, employees, and servants as additional insured, but only insofar as the operations under this Agreement are concerned." This endorsement must be supplied under form acceptable to the Office of Risk and Insurance Management. 6) Aircraft Liability (when required) - Contractor shall maintain aircraft liability with a limit not less than $3,000,000. The policy shall be endorsed to include, "The State of California, its officers, agents, employees and servants as additional insured, but only insofar as the operations under this Agreement." This endorsement must be supplied under form acceptable to the Office of Risk and Insurance Management. C. Contractor shall follow the guidelines of Federal agreement incorporate by reference. Page 2of2 County of Fresno 20-10704 Exhibit F Federal Terms and Conditions (For Federally Funded Subvention/Local Assistance Agreement) The use of headings or titles throughout this exhibit is for convenience only and shall not be used to interpret or to govern the meaning of any specific term or condition. This Exhibit contains provisions that require strict adherence to various contracting laws and shall be used for agreement funded in whole or in part by Federal Funds. 1. Federal Contract Funds 2. Federal Equal Employment Opportunity Requirements 3. Debarment and Suspension Certification 4. Covenant Against Contingent Fees 5. Lobbying Restrictions and Disclosure Certification 6. Additional Restrictions 7. Federal Requirements 8. Air and Water Pollution Requirments 9. Smoke-Free Workplace Certification 10. Use of Small, Minority Owned and Women's Businesses 11. Human Subjects Use Requirements 12. Financial and Compliance Audit Requirements 13. Audit and Record Retention (Rev 04/16) Page 1 of 12 Exhibit F Federal Terms and Conditions 1. Federal Contract Funds a. It is mutually understood between the parties that this Agreement may have been written before ascertaining the availability of congressional appropriation of funds, for the mutual benefit of both parties, in order to avoid program and fiscal delays which would occur if the Agreement were executed after that determination was made. b. This agreement is valid and enforceable only if sufficient funds are made available to the State by the United States Government for the fiscal years covered by the term of this Agreement. In addition, this Agreement is subject to any additional restrictions, limitations, or conditions enacted by the Congress or any statute enacted by the Congress which may affect the provisions, terms or funding of this Agreement in any manner. c. It is mutually agreed that if the Congress does not appropriate sufficient funds for the program, this Agreement shall be amended to reflect any reduction in funds. d. CDPH has the option to invalidate or cancel the Agreement with 30-days advance written notice or to amend the Agreement to reflect any reduction in funds. 2. Federal Equal Opportunity Requirements a. The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, physical or mental handicap, disability, age or status as a disabled veteran or veteran of the Vietnam era. The Contractor will take affirmative action to ensure that qualified applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, national origin, physical or mental handicap, disability, age or status as a disabled veteran or veteran of the Vietnam era. Such action shall include, but not be limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and career development opportunities and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Federal Government or CDPH, setting forth the provisions of the Equal Opportunity clause, Section 503 of the Rehabilitation Act of 1973 and the affirmative action clause required by the Vietnam Era Veterans' Readjustment Assistance Act of 1974 (38 U.S.C. 4212). Such notices shall state the Contractor's obligation under the law to take affirmative action to employ and advance in employment qualified applicants without discrimination based on their race, color, religion, sex, national origin physical or mental handicap, disability, age or status as a disabled veteran or veteran of the Vietnam era and the rights of applicants and employees. b. The Contractor will, in all solicitations or advancements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin physical or mental handicap, disability, age or status as a disabled veteran or veteran of the Vietnam era. c. The Contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding a notice, to be provided by the Federal Government or the State, advising the labor union or workers' representative of the Contractor's commitments under the provisions herein and shall post copies of the notice in conspicuous places available to employees and applicants for employment. d. The Contractor will comply with all provisions of and furnish all information and reports required by Section 503 of the Rehabilitation Act of 1973, as amended, the Vietnam Era Veterans' Readjustment Assistance Act of 1974 (38 U.S.C. 4212) and of the Federal Executive Order No. 11246 as amended, including by Executive Order 11375, 'Amending Executive Order 11246 Relating to Equal Employment Opportunity,' and as supplemented by regulation at 41 CFR part 60, "Office of the Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," and of the rules, regulations, and relevant orders of the Secretary of Labor. (Rev 04/16) Page 2 of 12 Exhibit F Federal Terms and Conditions e. The Contractor will furnish all information and reports required by Federal Executive Order No. 11246 as amended, including by Executive Order 11375, 'Amending Executive Order 11246 Relating to Equal Employment Opportunity,' and as supplemented by regulation at 41 CFR part 60, "Office of the Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," and the Rehabilitation Act of 1973, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to its books, records, and accounts by the State and its designated representatives and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. f. In the event of the Contractor's noncompliance with the requirements of the provisions herein or with any federal rules, regulations, or orders which are referenced herein, this Agreement may be cancelled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further federal and state contracts in accordance with procedures authorized in Federal Executive Order No. 11246 as amended and such other sanctions may be imposed and remedies invoked as provided in Federal Executive Order No. 11246 as amended, including by Executive Order 11375, 'Amending Executive Order 11246 Relating to Equal Employment Opportunity,' and as supplemented by regulation at 41 CFR part 60, "Office of the Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. g. The Contractor will include the provisions of Paragraphs a through g in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Federal Executive Order No. 11246 as amended, including by Executive Order 11375, 'Amending Executive Order 11246 Relating to Equal Employment Opportunity,' and as supplemented by regulation at 41 CFR part 60, "Office of the Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," or Section 503 of the Rehabilitation Act of 1973 or (38 U.S.C. 4212) of the Vietnam Era Veteran's Readjustment Assistance Act, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as the Director of the Office of Federal Contract Compliance Programs or CDPH may direct as a means of enforcing such provisions including sanctions for noncompliance provided, however, that in the event the Contractor becomes involved in, or is threatened with litigation by a subcontractor or vendor as a result of such direction by CDPH, the Contractor may request in writing to CDPH, who, in turn, may request the United States to enter into such litigation to protect the interests of the State and of the United States. 3. Debarment and Suspension Certification a. By signing this Agreement, the Contractor agrees to comply with applicable federal suspension and debarment regulations including, but not limited to 7 CFR Part 3017, 45 CFR 76, 40 CFR 32 or 34 CFR 85. b. By signing this Agreement, the Contractor certifies to the best of its knowledge and belief, that it and its principals: (1) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any federal department or agency; (2) Have not within a three-year period preceding this application/proposal/agreement been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; (3) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State or local) with commission of any of the offenses enumerated in Paragraph b(2) herein; and (Rev 04/16) Page 3 of 12 Exhibit F Federal Terms and Conditions (4) Have not within a three-year period preceding this application/proposal/agreement had one or more public transactions (Federal, State or local)terminated for cause or default. (5) Shall not knowingly enter into any lower tier covered transaction with a person who is proposed for debarment under federal regulations (i.e., 48 CFR part 9, subpart 9.4), debarred, suspended, declared ineligible, or voluntarily excluded from participation in such transaction, unless authorized by the State. (6) Will include a clause entitled, "Debarment and Suspension Certification" that essentially sets forth the provisions herein, in all lower tier covered transactions and in all solicitations for lower tier covered transactions. c. If the Contractor is unable to certify to any of the statements in this certification, the Contractor shall submit an explanation to the CDPH Contract Manager. d. The terms and definitions herein have the meanings set out in the Definitions and Coverage sections of the rules implementing Federal Executive Order 12549. e. If the Contractor knowingly violates this certification, in addition to other remedies available to the Federal Government, the CDPH may terminate this Agreement for cause or default. 4. Covenant Against Contingent Fees The Contractor warrants that no person or selling agency has been employed or retained to solicit/secure this Agreement upon an agreement of understanding for a commission, percentage, brokerage, or contingent fee, except bona fide employees or bona fide established commercial or selling agencies retained by the Contractor for the purpose of securing business. For breach or violation of this warranty, CDPH shall have the right to annul this Agreement without liability or in its discretion to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such commission, percentage, and brokerage or contingent fee. 5. Lobbying Restrictions and Disclosure Certification (Applicable to federally funded agreements in excess of$100,000 per Section 1352 of the 31, U.S.C.) a. Certification and Disclosure Requirements (1) Each person (or recipient) who requests or receives a contract or agreement, subcontract, grant, or subgrant, which is subject to Section 1352 of the 31, U.S.C., and which exceeds $100,000 at any tier, shall file a certification (in the form set forth in Attachment 1, consisting of one page, entitled "Certification Regarding Lobbying") that the recipient has not made, and will not make, any payment prohibited by Paragraph b of this provision. (2) Each recipient shall file a disclosure (in the form set forth in Attachment 2, entitled "Standard Form- LLL 'disclosure of Lobbying Activities"') if such recipient has made or has agreed to make any payment using nonappropriated funds (to include profits from any covered federal action) in connection with a contract, or grant or any extension or amendment of that contract, or grant, which would be prohibited under Paragraph b of this provision if paid for with appropriated funds. (3) Each recipient shall file a disclosure form at the end of each calendar quarter in which there occurs any event that requires disclosure or that materially affect the accuracy of the information contained in any disclosure form previously filed by such person under Paragraph a(2) herein. An event that materially affects the accuracy of the information reported includes: (a) A cumulative increase of $25,000 or more in the amount paid or expected to be paid for influencing or attempting to influence a covered federal action,- (b) A change in the person(s) or individuals(s) influencing or attempting to influence a covered federal action; or (Rev 04/16) Page 4 of 12 Exhibit F Federal Terms and Conditions (c) A change in the officer(s), employee(s), or member(s) contacted for the purpose of influencing or attempting to influence a covered federal action. (4) Each person (or recipient) who requests or receives from a person referred to in Paragraph a(1) of this provision a contract or agreement, subcontract, grant or subgrant exceeding $100,000 at any tier under a contract or agreement, or grant shall file a certification, and a disclosure form, if required, to the next tier above. (5) All disclosure forms (but not certifications) shall be forwarded from tier to tier until received by the person referred to in Paragraph a(1) of this provision. That person shall forward all disclosure forms to CDPH Program Contract Manager. b. Prohibition Section 1352 of Title 31, U.S.C., provides in part that no appropriated funds may be expended by the recipient of a federal contract or agreement, grant, loan, or cooperative agreement to pay any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any of the following covered federal actions: the awarding of any federal contract or agreement, the making of any federal grant, the making of any federal loan, entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract or agreement, grant, loan, or cooperative agreement. 6. Additional Restrictions (Applicable to all contracts funded in whole or in part with funding from the federal Departments of Labor, Health and Human Services (including CDC funding), or Education.) Contractor shall comply with the restrictions under Division F, Title V, Section 503 of the Consolidated Appropriations Act, 2012 (H.R. 2055), which provides that: "SEC. 503.(a) No part of any appropriation contained in this Act or transferred pursuant to section 4002 of Public Law 111-148 shall be used, other than for normal and recognized executive-legislative relationships, for publicity or propaganda purposes, for the preparation, distribution, or use of any kit, pamphlet, booklet, publication, electronic communication, radio, television, or video presentation designed to support or defeat the enactment of legislation before the Congress or any State or local legislature or legislative body, except in presentation to the Congress or any State or local legislature itself, or designed to support or defeat any proposed or pending regulation, administrative action, or order issued by the executive branch of any State or local government, except in presentation to the executive branch of any State or local government itself. (b) No part of any appropriation contained in this Act or transferred pursuant to section 4002 of Public Law 111-148 shall be used to pay the salary or expenses of any grant or contract recipient, or agent acting for such recipient, related to any activity designed to influence the enactment of legislation, appropriations, regulation, administrative action, or Executive order proposed or pending before the Congress or any State government, State legislature or local legislature or legislative body, other than for normal and recognized executive-legislative relationships or participation by an agency or officer of a State, local or tribal government in policymaking and administrative processes within the executive branch of that government. (c) The prohibitions in subsections (a) and (b) shall include any activity to advocate or promote any proposed, pending or future Federal, State or local tax increase, or any proposed, pending, or future requirement or restriction on any legal consumer product, including its sale or marketing, including but not limited to the advocacy or promotion of gun control." 7. Federal Requirements Contractor agrees to comply with and shall require all subcontractors, if any, to comply with all applicable (Rev 04/16) Page 5 of 12 Exhibit F Federal Terms and Conditions Federal requirements including but not limited to the United States Code, the Code of Federal Regulations, the Funding Opportunity Announcement, the Notice of Award, the funding agreement, and any memoranda or letter regarding the applicable Federal requirements. 8. Air or Water Pollution Requirements Any federally funded agreement and/or subcontract in excess of $100,000 must comply with the following provisions unless said agreement is exempt under 40 CFR 15.5. a. Government contractors agree to comply with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h)], section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15). b. Institutions of higher education, hospitals, nonprofit organizations and commercial businesses agree to comply with all applicable standards, orders, or requirements issued under the Clean Air Act (42 U.S.C. 7401 et seq.), as amended, and the Federal Water Pollution Control Act (33 U.S.C. 1251 et seq.), as amended. 9. Smoke-Free Workplace Certification (Applicable to agreements that provide health, day care, early childhood development services, education or library services to children under 18 directly or through local governments.) a. Public Law 103-227, also known as the Pro-Children Act of 1994 (Act), requires that smoking not be permitted in any portion of any indoor facility owned or leased or contracted for by an entity and used routinely or regularly for the provision of health, day care, early childhood development services, education or library services to children under the age of 18, if the services are funded by federal programs either directly or through state or local governments, by federal grant, contract, loan, or loan guarantee. The law also applies to children's services that are provided in indoor facilities that are constructed, operated, or maintained with such federal funds. The law does not apply to children's services provided in private residences; portions of facilities used for inpatient drug or alcohol treatment; service providers whose sole source of applicable federal funds is Medicare or Medicaid; or facilities where WIC coupons are redeemed. b. Failure to comply with the provisions of the law may result in the imposition of a civil monetary penalty of up to $1,000 for each violation and/or the imposition of an administrative compliance order on the responsible party. c. By signing this Agreement, Contractor certifies that it will comply with the requirements of the Act and will not allow smoking within any portion of any indoor facility used for the provision of services for children as defined by the Act. The prohibitions herein are effective December 26, 1994. d. Contractor further agrees that it will insert this certification into any subawards(s4+bseatFastS er s) entered into that provide for children's services as described in the Act. 10. Use of Small, Minority Owned and Women's Businesses Positive efforts shall be made to use small businesses, minority-owned firms and women's business enterprises, whenever possible (i.e., procurement of goods and/or services). Contractors shall take all of the following steps to further this goal. (1) Ensure that small businesses, minority-owned firms, and women's business enterprises are used to the fullest extent practicable. (2) Make information on forthcoming purchasing and contracting opportunities available and arrange time frames for purchases and contracts to encourage and facilitate participation by small businesses, minority- owned firms, and women's business enterprises. (Rev 04/16) Page 6 of 12 Exhibit F Federal Terms and Conditions (3) Consider in the contract process whether firms competing for larger contracts intend to subcontract with small businesses, minority-owned firms, and women's business enterprises. (4) Encourage contracting with consortiums of small businesses, minority-owned firms and women's business enterprises when a contract is too large for one of these firms to handle individually. (5) Use the services and assistance, as appropriate, of such organizations as the Federal Small Business Administration and the U.S. Department of Commerce's Minority Business Development Agency in the solicitation and utilization of small businesses, minority-owned firms and women's business enterprises. 11. Human Subjects Use Requirements (Applicable only to agreements that include any tests or examination of materials derived from the human body.) By signing this Agreement, Contractor agrees that if any performance under this Agreement or any subcontract or subagreement includes any tests or examination of materials derived from the human body for the purpose of providing information, diagnosis, prevention, treatment or assessment of disease, impairment, or health of a human being, all locations at which such examinations are performed shall meet the requirements of 42 U.S.C. Section 263a (CLIA) and the regulations thereunder. 12. Financial and Compliance Audit Requirements By signing this Agreement, the Contractor/Subcontrac for agrees to abide by all requirements specified in 2 CFR 200 et seq., 2 CFR et seq., as applicable, including but not limited to obtaing an annual audit, and any subsequent federal regulatory additions or revisions. a. The definitions used in this provision are contained in Section 38040 of the Health and Safety Code,which by this reference is made a part hereof. b. Direct service contract means a contract or agreement for services contained in local assistance or subvention programs or both (see Health and Safety[H&S] Code section 38020). Direct service contracts shall not include contracts, agreements, grants, or subventions to other governmental agencies or units of government nor contracts or agreements with regional centers or area agencies on aging (H&S Code section 38030). c. The Contractor, as indicated below, agrees to obtain one of the following audits: (1) If the Contractor is a nonprofit organization (as defined in H&S Code section 38040) and receives $25,000 or more from any State agency under a direct service contract or agreement; the Contractor agrees to obtain an annual single, organization wide, financial and compliance audit. Said audit shall be conducted according to Generally Accepted Auditing Standards. This audit does not fulfill the audit requirements of Paragraph c(3) below. The audit shall be completed by the 15th day of the fifth month following the end of the Contractor's fiscal year, and/or (2) If the Contractor is a nonprofit organization (as defined in H&S Code section 38040)and receives less than $25,000 per year from any State agency under a direct service contract or agreement, the Contractor agrees to obtain a biennial single, organization wide financial and compliance audit, unless there is evidence of fraud or other violation of state law in connection with this Agreement. This audit does not fulfill the audit requirements of Paragraph c(3) below. The audit shall be completed by the 15th day of the fifth month following the end of the Contractor's fiscal year, and/or (3) If the Contractor is a State or Local Government entity or Nonprofit organization (as defined in 2CFR Part 200) and expends $750.000 or more in Federal awards, the Contractor agrees to obtain an annual single, organization wide, financial and compliance audit according to the requirements specified in 2CFR Part 200. An audit conducted pursuant to this provision will fulfill the audit requirements outlined in Paragraphs c(1) and c(2) above. The audit shall be completed by the end of the ninth month following the end of the audit period. The requirements of this provision apply if: (Rev 04/16) Page 7 of 12 Exhibit F Federal Terms and Conditions (a) The Contractor is a recipient expending Federal awards received directly from Federal awarding agencies, or (b) The Contractor is a subrecipient expending Federal awards received from a pass-through entity such as the State, County or community based organization. (4) If the Contractor submits to CDPH a report of an audit other than a single audit, the Contractor must also submit a certification indicating the Contractor has not expended $750,000 or more in federal funds for the year covered by the audit report. d. Two copies of the audit report shall be delivered to the CDPH program funding this Agreement. The audit report must identify the Contractor's legal name and the number assigned to this Agreement. The audit report shall be due within 30 days after the completion of the audit. Upon receipt of said audit report, the CDPH Program Contract Manager shall forward the audit report to CDPH's Audits and Investigations Unit if the audit report was submitted under Section 16.c(3), unless the audit report is from a City, County, or Special District within the State of California whereby the report will be retained by the funding program. e. The cost of the audits described herein may be included in the funding for this Agreement up to the proportionate amount this Agreement represents of the Contractor's total revenue. The CDPH program funding this Agreement must provide advance written approval of the specific amount allowed for said audit expenses. f. The State or its authorized designee, including the Bureau of State Audits, is responsible for conducting agreement performance audits which are not financial and compliance audits. Performance audits are defined by Generally Accepted Government Auditing Standards. g. Nothing in this Agreement limits the State's responsibility or authority to enforce State law or regulations, procedures, or reporting requirements arising thereto. h. Nothing in this provision limits the authority of the State to make audits of this Agreement, provided however, that if independent audits arranged for by the Contractor meet Generally Accepted Governmental Auditing Standards, the State shall rely on those audits and any additional audit work and shall build upon the work already done. i. The State may, at its option, direct its own auditors to perform either of the audits described above. The Contractor will be given advance written notification, if the State chooses to exercise its option to perform said audits. j. The Contractor shall include a clause in any agreement the Contractor enters into with the audit firm doing the single organization wide audit to provide access by the State or Federal Government to the working papers of the independent auditor who prepares the single organization wide audit for the Contractor. k. Federal or state auditors shall have "expanded scope auditing" authority to conduct specific program audits during the same period in which a single organization wide audit is being performed, but the audit report has not been issued. The federal or state auditors shall review and have access to the current audit work being conducted and will not apply any testing or review procedures which have not been satisfied by previous audit work that has been completed. The term "expanded scope auditing" is applied and defined in the U.S. General Accounting Office (GAO) issued Standards for Audit of Government Organizations, Programs, Activities and Functions, better known as the "yellow book". 13. Audit and Record Retention (Applicable to agreements in excess of$10,000.) a. The Contractor shall maintain books, records, documents, and other evidence, accounting procedures (Rev 04116) Page 8 of 12 Exhibit F Federal Terms and Conditions and practices, sufficient to properly reflect all direct and indirect costs of whatever nature claimed to have been incurred in the performance of this Agreement, including any matching costs and expenses. The foregoing constitutes "records"for the purpose of this provision. b. The Contractor's facility or office or such part thereof as may be engaged in the performance of this Agreement and his/her records shall be subject at all reasonable times to inspection, audit, and reproduction. c. Contractor agrees that CDPH, the Department of General Services, the Bureau of State Audits, or their designated representatives including the Comptroller General of the United States shall have the right to review and to copy any records and supporting documentation pertaining to the performance of this Agreement. Contractor agrees to allow the auditor(s) access to such records during normal business hours and to allow interviews of any employees who might reasonably have information related to such records. Further, the Contractor agrees to include a similar right of the State to audit records and interview staff in any subcontract related to performance of this Agreement. (GC 8546.7, CCR Title 2, Section 1896). d. The Contractor shall preserve and make available his/her records (1) for a period of three years from the date of final payment under this Agreement, and (2) for such longer period, if any, as is required by applicable statute, by any other provision of this Agreement, or by subparagraphs (1)or(2) below. (1) If this Agreement is completely or partially terminated, the records relating to the work terminated shall be preserved and made available for a period of three years from the date of any resulting final settlement. (2) If any litigation, claim, negotiation, audit, or other action involving the records has been started before the expiration of the three-year period, the records shall be retained until completion of the action and resolution of all issues which arise from it, or until the end of the regular three-year period, whichever is later. e. The Contractor shall comply with the above requirements and be aware of the penalties for violations of fraud and for obstruction of investigation as set forth in Public Contract Code § 10115.10, if applicable. f. The Contractor may, at its discretion, following receipt of final payment under this Agreement, reduce its accounts, books and records related to this Agreement to microfilm, computer disk, CD ROM, or other data storage medium. Upon request by an authorized representative to inspect, audit or obtain copies of said records, the Contractor and/or Subcontractor must supply or make available applicable devices, hardware, and/or software necessary to view, copy and/or print said records. Applicable devices may include, but are not limited to, microfilm readers and microfilm printers, etc. g. The Contractor shall, if applicable, comply with the Single Audit Act and the audit reporting requirements set forth in Title 2 of the Code of Federal Regulations, Part 200 (2CFR Part 200). (Rev 04/16) Page 9 of 12 Exhibit F Federal Terms and Conditions STATE OF CALIFORNIA CALIFORNIA DEPARTMENT OF PUBLIC HEALTH CERTIFICATION REGARDING LOBBYING The undersigned certifies, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the making, awarding or entering into of this Federal contract, Federal grant, or cooperative agreement, and the extension, continuation, renewal, amendment, or modification of this Federal contract, grant, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency of the United States Government, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, or cooperative agreement, the undersigned shall complete and submit Standard Form LLL, "Disclosure of Lobbying Activities"in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontractor's, subcontracts, and contracts under cooperative agreements)of$100,000 or more, and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S.C., any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. County of Fresno Steve Brandau Name of Contractor Printed Name of Pers Signing for Contractor 20-10704 /J I Contract Number Signat of P son Signing fo ontractor Chairman, Fresno County Board of Supervisors Date Tole ATTEST: BERNICE E.SEIDEL After execution by or on behalf of Contractor, please return to: Clerk of the Board of Supervisors County of Fresno, State of California California Department of Public Health By }�, L 0 c 1� �-�-�F- Deputy CDPH reserves the right to notiffy the Contractor in writing of an alternate submission address. (Rev 04116) Page 10 of 12 Exhibit F Federal Terms and Conditions CERTIFICATION REGARDING LOBBYING Approved by OMB Complete this form to disclose lobbying activities pursuant to 31 U.S.C. 1352 0346-Bc46 (See reverse for public burden disclosure) 1. Type of Federal Action: 2. Status of Federal Action: 3. Report Type: [ ] a. contract [ ] a. bid/offer/application [ ] a. initial filing b. grant b. initial award b. material change C. cooperative agreement C. post-award For Material Change Only: d. loan e. loan guarantee Year quarter f. loan insurance date of last report 4. Name and Address of Reporting Entity: 5. If Reporting Entity in No.4 is Subawardee,Enter Name and Address of Prime: ❑ Prime ❑Subawardee Tier _,if known: Congressional District If known- Congressional District, If known: 6. Federal Department/Agency 7. Federal Program Name/Description: CDFA Number,if applicable: 8. Federal Action Number,if known: 9. Award Amount,if known: 10.a. Name and Address of Lobbying Registrant b. Individuals Performing Services(including address if different from (If individual,last name, first name, MI): 10a. (Last name, First name, MI): 11. Information requested through this form is authorized by title 31 U.S.C.section 1352.This disclosure of lobbying activities is a material Signature: representation of fact upon which reliance was placed by the tier above when this transaction was made or entered into. This Print Name: disclosure is required pursuant to 31 U.S.C. 1352. This information will be available for public inspection. required disclosure shall be Title: subject to a not more than$100,000 for each such failure. Telephone No.: Date: Federal Use Only Authorized for Local Reproduction Standard Form-LLL(Rev.7-97) (Rev 04/16) Page 11 of 12 Exhibit F Federal Terms and Conditions INSTRUCTIONS FOR COMPLETION OF SF-LLL, DISCLOSURE OF LOBBYING ACTIVITIES This disclosure form shall be completed by the reporting entity,whether subawardee or prime Federal recipient,at the initiation or receipt of a covered Federal action,or a material change to a previous filing,pursuant to title 31 U.S.C.section 1352.The filing of a form is required for each payment or agreement to make payment to any lobbying entity for influencing or attempting to influence an officer or employee of any agency,a Member of Congress,an officer or employee of Congress,or an employee of a Member of Congress in connection with a covered Federal action. Complete all items that apply for both the initial filing and material change report. Refer to the implementing guidance published by the Office of Management and Budget for additional information. 1. Identify the type of covered Federal action for which lobbying activity is and/or has been secured to influence the outcome of a covered Federal action. 2. Identify the status of the covered Federal action. 3. Identify the appropriate classification of this report.If this is a follow-up report caused by a material change to the Information previously reported,enter the year and quarter In which the change occurred.Enter the date of the last previously submitted report by this reporting entity for this covered Federal action. 4. Enter the full name,address,city,Slate and zip code of the reporting entity. Include Congressional District,if known. Check the appropriate classification of the reporting entity that designates if it is,or expects to be a prime or subaward recipient. Identify the tier of the subawardee,e.g.,the first subawardee of the prime is the 1st tier. Subawards include but are not limited to subcontracts,subgrants and contract awards under grants. 5. If the organization filing the report in item 4 checks"Subawardee,"then enter the full name,address,city,State and zip code of the prime Federal recipient.Include Congressional District,if known. 5. Enter the name of the Federal agency making the award or loan commitment.Include at least one organizational level below agency name,if known.For example, Department of Transportation,United States Coast Guard. 7. Enter the Federal program name or description for the covered Federal action(item 1). If known,enter the full Catalog of Federal Domestic Assistance(CFDA) number for grants,cooperative agreements,loans,and loan commitments. 8. Enter the most appropriate Federal identifying number available for the Federal action identified in item 1(e.g.,Request for Proposal(RFP)number,Invitation for Bid (IFB)number;grant announcement number;the contract,grant,or loan award number;the application/proposal control number assigned by the Federal agency). Include prefixes,e.g.,"RFP-DE-90-001." 9. For a covered Federal action where there has been an award or loan commitment by the Federal agency,enter the Federal amount of the award/loan commitment for the prime entity Identified in item 4 or 5. 10. (a) Enter the full name, address, city, State and zip code of the lobbying registrant under the Lobbying Disclosure Act of 1995 engaged by the reporting entity identified in item 4 to influence the covered Federal action. (b) Enter the full names of the individual(s)performing services,and include full address if different from 10(a).Enter Last Name,First Name,and Middle Initial (MI). According to the Paperwork Reduction Act,as amended,no persons are required to respond to a collection of information unless it displays a valid OMB Control Number. The valid OMB control number for this information collection is OMB No. 0348-0046. Public reporting burden for this collection of information is estimated to average 10 minutes per response,including time for reviewing instructions,searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to the Office of Management and Budget,Paperwork Reduction Project(0348-0046),Washington,DC 20503, (Rev 04/16) Page 12 of 12 County of Fresno 20-10704 Page 1 of 11 Exhibit G Information Privacy and Security Requirements (For Non-HIPAA/HITECH Act Contracts) This Information Privacy and Security Requirements Exhibit (For Non-HIPAA/HITECH Act Contracts) (hereinafter referred to as "this Exhibit") sets forth the information privacy and security requirements Contractor is obligated to follow with respect to all personal and confidential information (as defined herein) disclosed to Contractor, or collected, created, maintained, stored, transmitted or used by Contractor for or on behalf of the California Department of Public Health (hereinafter "CDPH"), pursuant to Contractor's agreement with CDPH. (Such personal and confidential information is referred to herein collectively as "CDPH PCI".) CDPH and Contractor desire to protect the privacy and provide for the security of CDPH PCI pursuant to this Exhibit and in compliance with state and federal laws applicable to the CDPH PCI. I. Order of Precedence: With respect to information privacy and security requirements for all CDPH PCI, the terms and conditions of this Exhibit shall take precedence over any conflicting terms or conditions set forth in any other part of the agreement between Contractor and CDPH, including Exhibit A (Scope of Work), all other exhibits and any other attachments, and shall prevail over any such conflicting terms or conditions. Il. Effect on lower tier transactions: The terms of this Exhibit shall apply to all contracts, subcontracts, and subawards, and the information privacy and security requirements Contractor is obligated to follow with respect to CDPH PCI disclosed to Contractor, or collected, created, maintained, stored, transmitted or used by Contractor for or on behalf of CDPH, pursuant to Contractor's agreement with CDPH. When applicable the Contractor shall incorporate the relevant provisions of this Exhibit into each subcontract or subaward to its agents, subcontractors, or independent consultants. III. Definitions: For purposes of the agreement between Contractor and CDPH, including this Exhibit, the following definitions shall apply: A. Breach: "Breach" means: 1. the unauthorized acquisition, access, use, or disclosure of CDPH PCI in a manner which compromises the security, confidentiality or integrity of the information; or 2. the same as the definition of"breach of the security of the system" set forth in California Civil Code section 1798.29(f). B. Confidential Information: "Confidential information" means information that: 1. does not meet the definition of"public records" set forth in California Government Code section 6252(e), or is exempt from disclosure under any of the provisions of Section 6250, et seq. of the California Government Code or any other applicable state or federal laws; or 2. is contained in documents, files, folders, books or records that are clearly labeled, marked or designated with the word "confidential" by CDPH. CDPH IPSR(10/19) County of Fresno 20-10704 Page 2 of 11 Exhibit G Information Privacy and Security Requirements (For Non-HIPAA/HITECH Act Contracts) C. Disclosure: "Disclosure" means the release, transfer, provision of, access to, or divulging in any manner of information outside the entity holding the information. D. PCI: "PCI" means "personal information" and "confidential information" (as these terms are defined herein: E. Personal Information: "Personal information" means information, in any medium (paper, electronic, oral) that: 1. directly or indirectly collectively identifies or uniquely describes an individual; or 2. could be used in combination with other information to indirectly identify or uniquely describe an individual, or link an individual to the other information; or 3. meets the definition of"personal information" set forth in California Civil Code section 1798.3, subdivision (a) or 4. is one of the data elements set forth in California Civil Code section 1798.29, subdivision (g)(1) or (g)(2); or 5. meets the definition of"medical information" set forth in either California Civil Code section 1798.29, subdivision (h)(2) or California Civil Code section 56.05, subdivision 0); or 6. meets the definition of"health insurance information" set forth in California Civil Code section 1798.29, subdivision (h)(3); or 7. is protected from disclosure under applicable state or federal law. F. Security Incident: "Security Incident" means: 1. an attempted breach; or 2. the attempted or successful unauthorized access or disclosure, modification or destruction of CDPH PCI, in violation of any state or federal law or in a manner not permitted under the agreement between Contractor and CDPH, including this Exhibit; or 3. the attempted or successful modification or destruction of, or interference with, Contractor's system operations in an information technology system, that negatively impacts the confidentiality, availability or integrity of CDPH PCI; or 4. any event that is reasonably believed to have compromised the confidentiality, integrity, or availability of an information asset, system, process, data storage, or transmission. Furthermore, an information security incident may also include an event that constitutes a violation or imminent threat of violation of information security policies or procedures, including acceptable use policies. G. Use: "Use" means the sharing, employment, application, utilization, examination, or analysis of information. CDPH IPSR(10/19) County of Fresno 20-10704 Page 3 of 11 Exhibit G Information Privacy and Security Requirements (For Non-HIPAA/HITECH Act Contracts) IV. Disclosure Restrictions: The Contractor and its employees, agents, and subcontractors shall protect from unauthorized disclosure any CDPH PCI. The Contractor shall not disclose, except as otherwise specifically permitted by the agreement between Contractor and CDPH (including this Exhibit), any CDPH PCI to anyone other than CDPH personnel or programs without prior written authorization from the CDPH Program Contract Manager, except if disclosure is required by State or Federal law. V. Use Restrictions: The Contractor and its employees, agents, and subcontractors shall not use any CDPH PCI for any purpose other than performing the Contractor's obligations under its agreement with CDPH. VI. Safeguards: The Contractor shall implement administrative, physical, and technical safeguards that reasonably and appropriately protect the privacy, confidentiality, security, integrity, and availability of CDPH PCI, including electronic or computerized CDPH PCI. At each location wher CDPH PCI exists under Contractor's control, the Contractor shall develop and maintain a written information privacy and security program that includes administrative, technical and physical safeguards appropriate to the size and complexity of the Contractor's operations and the nature and scope of its activities in performing its agreement with CDPH, including this Exhibit, and which incorporates the requirements of Section VII, Security, below. Contractor shall provide CDPH with Contractor's current and updated policies within five (5) business days of a request by CDPH for the policies. VII. Security: The Contractor shall take any and all steps reasonably necessary to ensure the continuous security of all computerized data systems containing CDPH PCI. These steps shall include, at a minimum, complying with all of the data system security precautions listed in the Contractor Data Security Standards set forth in Attachment 1 to this Exhibit. Vill. Security Officer: At each place where CDPH PCI is located„ the Contractor shall designate a Security Officer to oversee its compliance with this Exhibit and to communicate with CDPH on matters concerning this Exhibit. IX. Training: The Contractor shall provide training on its obligations under this Exhibit, at its own expense, to all of its employees who assist in the performance of Contractor's obligations under Contractor's agreement with CDPH, including this Exhibit, or otherwise use or disclose CDPH PCI. A. The Contractor shall require each employee who receives training to certify, either in hard copy or electronic form, the date on which the training was completed. B. The Contractor shall retain each employee's certifications for CDPH inspection for a period of three years following contract termination or completion. C. Contractor shall provide CDPH with its employee's certifications within five (5) business days of a request by CDPH for the employee's certifications. X. Employee Discipline: Contractor shall impose discipline that it deems appropriate (in its sole discretion) on such employees and other Contractor workforce members under Contractor's direct control who intentionally or negligently violate any provisions of this Exhibit. CDPH IPSR(10/19) County of Fresno 20-10704 Page 4 of 11 Exhibit G Information Privacy and Security Requirements (For Non-HIPAA/HITECH Act Contracts) XI. Breach and Security Incident Responsibilities: A. Notification to CDPH of Breach or Security Incident: The Contractor shall notify CDPH immediately by telephone call plus email or fax upon the discovery of a breach (as defined in this Exhibit), and within twenty-four (24) hours by email or fax of the discovery of any security incident (as defined in this Exhibit), unless a law enforcement agency determines that the notification will impede a criminal investigation, in which case the notification required by this section shall be made to CDPH immediately after the law enforcement agency determines that such notification will not compromise the investigation. Notification shall be provided to the CDPH Program Contract Manager, the CDPH Privacy Officer and the CDPH Chief Information Security Officer, using the contact information listed in Section XI(F), below. If the breach or security incident is discovered after business hours or on a weekend or holiday and involves CDPH PCI in electronic or computerized form, notification to CDPH shall be provided by calling the CDPH Information Security Office at the telephone numberslisted in Section XI(F), below. For purposes of this Section, breaches and security incidents shall be treated as discovered by Contractor as of the first day on which such breach or security incident is known to the Contractor, or, by exercising reasonable diligence would have been known to the Contractor. Contractor shall be deemed to have knowledge of a breach if such breach is known, or by exercising reasonable diligence would have been known, to any person, other than the person committing the breach, who is a employee or agent of the Contractor. Contractor shall take: 1. prompt corrective action to mitigate any risks or damages involved with the breach or security incident and to protect the operating environment; and 2. any action pertaining to a breach required by applicable federal and state laws, including, specifically, California Civil Code section 1798.29. B. Investigation of Breach and Security Incidents: The Contractor shall immediately investigate such breach or security incident. As soon as the information is known and subject to the legitimate needs of law enforcement, Contractor shall inform the CDPH Program Contract Manager, the CDPH Privacy Officer, and the CDPH Chief Information Security Officer of: 1. what data elements were involved and the extent of the data disclosure or access involved in the breach, including, specifically, the number of individuals whose personal information was breached; and 2. a description of the unauthorized persons known or reasonably believed to have improperly used the CDPH PCI and/or a description of the unauthorized persons known or reasonably believed to have improperly accessed or acquired the CDPH PCI, or to whom it is known or reasonably believed to have had the CDPH PCI improperly disclosed to them; and 3. a description of where the CDPH PCI is believed to have been improperly used or disclosed; and CDPH IPSR(10/19) County of Fresno 20-10704 Page 5 of 11 Exhibit G Information Privacy and Security Requirements (For Non-HIPAA/HITECH Act Contracts) 4. a description of the probable and proximate causes of the breach or security incident; and 5. whether Civil Code section 1798.29 or any other federal or state laws requiring individual notifications of breaches have been triggered. C. Written Report: The Contractor shall provide a written report of the investigation to the CDPH Program Contract Manager, the CDPH Privacy Officer, and the CDPH Chief Information Security Officer as soon as practicable after the discovery of the breach or security incident. The report shall include, but not be limited to, the information specified above, as well as a complete, detailed corrective action plan, including information on measures that were taken to halt and/or contain the breach or security incident, and measures to be taken to prevent the recurrence or further disclosure of data regarding such breach or security incident. D. Notification to Individuals: If notification to individuals whose information was breached is required under state or federal law, and regardless of whether Contractor is considered only a custodian and/or non-owner of the CDPH PCI, Contractor shall, at its sole expense, and at the sole election of CDPH, either: 1. make notification to the individuals affected by the breach (including substitute notification), pursuant to the content and timeliness provisions of such applicable state or federal breach notice laws. Contractor shall inform the CDPH Privacy Officer of the time, manner and content of any such notifications, prior to the transmission of such notifications to the individuals; or 2. cooperate with and assist CDPH in its notification (including substitute notification) to the individuals affected by the breach. E. Submission of Sample Notification to Attorney General: If notification to more than 500 individuals is required pursuant to California Civil Code section 1798.29, and regardless of whether Contractor is considered only a custodian and/or non-owner of the CDPH PCI, Contractor shall, at its sole expense, and at the sole election of CDPH, either: 1. electronically submit a single sample copy of the security breach notification, excluding any personally identifiable information, to the Attorney General pursuant to the format. content and timeliness provisions of Section 1798.29, subdivision (e). Contractor shall inform the CDPH Privacy Officer of the time, manner and content of any such submissions, prior to the transmission of such submissions to the Attorney General; or 2. cooperate with and assist CDPH in its submission of a sample copy of the notification to the Attorney General. F. CDPH Contact Information: To direct communications to the above referenced CDPH staff, the Contractor shall initiate contact as indicated herein. CDPH reserves the right to make changes to the contact information below by verbal or written notice to the Contractor. Said changes shall not require an amendment to this Exhibit or the agreement to which it is incorporated. CDPH IPSR(10/19) County of Fresno 20-10704 Page 6 of 11 Exhibit G Information Privacy and Security Requirements (For Non-HIPANHITECH Act Contracts) CDPH Program CDPH Privacy Officer CDPH Chief Information Contract Security Officer Manager See the Scope of Privacy Officer Chief Information Security Officer Work exhibit for Privacy Office Information Security Office Program Contract Office of Legal Services California Dept. of Public Health Manager California Dept. of Public Health P.O. Box 997377 1415 L Street, 51" Floor MS6302 Sacramento, CA 95814 Sacramento, CA 95899-7413 Email: privacy(a)cdph.ca.gov Email: cdphiso(a)cdph.ca.gov L Telephone: (877) 421-9634 Telephone: (855) 500-0016 XII. Documentation of Disclosures for Requests for Accounting: Contractor shall document and make available to CDPH or (at the direction of CDPH) to an Individual such disclosures of CDPH PCI, and information related to such disclosures, necessary to respond to a proper request by the subject Individual for an accounting of disclosures of personal information as required by Civil Code section 1798.25, or any applicable state or federal law. XIII. Requests for CDPH PCI by Third Parties: The Contractor and its employees, agents, or subcontractors shall promptly transmit to the CDPH Program Contract Manager all requests for disclosure of any CDPH PCI requested by third parties to the agreement between Contractor and CDPH (except from an Individual for an accounting of disclosures of the individual's personal information pursuant to applicable state or federal law), unless prohibited from doing so by applicable state or federal law. XIV. Audits, Inspection and EnforcementCDPH may inspect the facilities, systems, books and records of Contractor to monitor compliance with this Exhibit. Contractor shall promptly remedy any violation of any provision of this Exhibit and shall certify the same to the CDPH Program Contract Manager in writing. XV. Return or Destruction of CDPH PCI on Expiration or Termination: Upon expiration or termination of the agreement between Contractor and CDPH for any reason, Contractor shall securely return or destroy the CDPH PCI. If return or destruction is not feasible, Contractor shall provide a written explanation to the CDPH Program Contract Manager, the CDPH Privacy Officer and the CDPH Chief Information Security Officer, using the contact information listed in Section XI(F), above. A. Retention Required by Law: If required by state or federal law, Contractor may retain, after expiration or termination, CDPH PCI for the time specified as necessary to comply with the law. B. Obligations Continue Until Return or Destruction: Contractor's obligations under this Exhibit shall continue until Contractor returns or destroys the CDPH PCI or returns the CDPH PCI to CDPH; provided however, that on expiration or termination of the agreement between Contractor and CDPH, Contractor shall not further use or disclose the CDPH PCI except as required by state or federal law. CDPH IPSR(10/19) County of Fresno 20-10704 Page 7 of 11 Exhibit G Information Privacy and Security Requirements (For Non-HIPAA/HITECH Act Contracts) C. Notification of Election to Destroy CDPH PCI: If Contractor elects to destroy the CDPH PCI, Contractor shall certify in writing, to the CDPH Program Contract Manager, the CDPH Privacy Officer and the CDPH Chief Information Security Officer, using the contact information listed in Section XI(F), above, that the CDPH PCI has been securely destroyed. The notice shall include the date and type of destruction method used. XVI. Amendment: The parties acknowledge that federal and state laws regarding information security and privacy rapidly evolves and that amendment of this Exhibit may be required to provide for procedures to ensure compliance with such laws. The parties specifically agree to take such action as is necessary to implement new standards and requirements imposed by regulations and other applicable laws relating to the security or privacy of CDPH PCI.The parties agree to promptly enter into negotiations concerning an amendment to this Exhibit consistent with new standards and requirements imposed by applicable laws and regulations. XVII. Assistance in Litigation or Administrative Proceedings: Contractor shall make itself and any subcontractors, workforce employees or agents assisting Contractor in the performance of its obligations under the agreement between Contractor and CDPH, available to CDPH at no cost to CDPH to testify as witnesses, in the event of litigation or administrative proceedings being commenced against CDPH, its director, officers or employees based upon claimed violation of laws relating to security and privacy, which involves inactions or actions by the Contractor, except where Contractor or its subcontractor, workforce employee or agent is a named adverse party. XVIII. No Third-Party Beneficiaries: Nothing express or implied in the terms and conditions of this Exhibit is intended to confer, nor shall anything herein confer, upon any person other than CDPH or Contractor and their respective successors or assignees, any rights, remedies, obligations or liabilities whatsoever. XIX. Interpretation: The terms and conditions in this Exhibit shall be interpreted as broadly as necessary to implement and comply with regulations and applicable State laws. The parties agree that any ambiguity in the terms and conditions of this Exhibit shall be resolved in favor of a meaning that complies and is consistent with federal and state laws and regulations. XX. Survival: If Contractor does not return or destroy the CDPH PCI upon the completion or termination of the Agreement, the respective rights and obligations of Contractor under Sections VI, VII and XI of this Exhibit shall survive the completion or termination of the agreement between Contractor and CDPH. CDPH IPSR(10/19) County of Fresno 20-10704 Page 8 of 11 Exhibit G Information Privacy and Security Requirements (For Non-HIPAA/HITECH Act Contracts) Attachment 1 Contractor Data Security Standards 1. General Security Controls A. Confidentiality Statement. All persons that will be working with CDPH PCI must sign a confidentiality statement. The statement must include at a minimum, General Use, Security and Privacy safeguards, Unacceptable Use, and Enforcement Policies. The statement must be signed by the workforce member prior to access to CDPH PCI. The statement must be renewed annually. The Contractor shall retain each person's written confidentiality statement for CDPH inspection for a period of three (3) years following contract termination. B. Background check. Before a member of the Contractor's workforce may access CDPH PCI, Contractor must conduct a thorough background check of that worker and evaluate the results to assure that there is no indication that the worker may present a risk for theft of confidential data. The Contractor shall retain each workforce member's background check documentation for a period of three (3) years following contract termination. C. Workstation/Laptop encryption. All workstations and laptops that process and/or store CDPH PCI must be encrypted using a FIPS 140-2 certified algorithm, such as Advanced Encryption Standard (AES), with a 128bit key or higher. The encryption solution must be full disk unless approved by the CDPH Information Security Office. D. Server Security. Servers containing unencrypted CDPH PCI must have sufficient administrative, physical, and technical controls in place to protect that data, based upon a risk assess ment/system security review. E. Minimum Necessary. Only the minimum necessary amount of CDPH PCI required to perform necessary business functions may be copied, downloaded, or exported. F. Removable media devices. All electronic files that contain CDPH PCI data must be encrypted when stored on any removable media or portable device (i.e. USB thumb drives, floppies, CD/DVD, smart devices tapes etc.). PCI must be encrypted using a FIPS 140-2 certified algorithm, such as Advanced Encryption Standard (AES), with a 128bit key or higher G. Antivirus software. All workstations, laptops and other systems that process and/or store CDPH PCI must install and actively use a comprehensive anti-virus software solution with automatic updates scheduled at least daily. H. Patch Management. All workstations, laptops and other systems that process and/or store CDPH PCI must have operating system and application security patches applied, with system reboot if necessary. There must be a documented patch management process which determines installation timeframe based on risk assessment and vendor recommendations. At a maximum, all applicable patches must be installed within 30 days of vendor release. I. User IDs and Password Controls. All users must be issued a unique user name for accessing CDPH PCI. Username must be promptly disabled, deleted, or the password changed upon the transfer or termination of an employee with knowledge of the password. CDPH IPSR(10/19) County of Fresno 20-10704 Page 9 of 11 Exhibit G Information Privacy and Security Requirements (For Non-HIPAA/H]TECH Act Contracts) Passwords are not to be shared. Must be at least eight characters. Must be a non-dictionary word. Must not be stored in readable format on the computer. Must be changed every 60 days. Must be changed if revealed or compromised. Must be composed of characters from at least three of the following four groups from the standard keyboard: • Upper case letters (A-Z) • Lower case letters (a-z) • Arabic numerals (0-9) • Non-alphanumeric characters (punctuation symbols) J. Data Sanitization. All CDPH PCI must be sanitized using NIST Special Publication 800-88 standard methods for data sanitization when the CDPH PCI is no longer needed. 2. System Security Controls A. System Timeout. The system must provide an automatic timeout, requiring reauthentication of the user session after no more than 20 minutes of inactivity. B. Warning Banners. All systems containing CDPH PCI must display a warning banner each time a user attempts access, stating that data is confidential, systems are logged, and system use is for business purposes only. User must be directed to log off the system if they do not agree with these requirements. C. System Logging. The system must maintain an automated audit trail which can identify the user or system process which initiates a request for CDPH PCI, or which alters CDPH PCI. The audit trail must be date and time stamped, must log both successful and failed accesses, must be read only, and must be restricted to authorized users This logging must be included for all user privilege levels including, but not limited to, systems administrators. If CDPH PCI is stored in a database, database logging functionality must be enabled. Audit trail data must be archived for at least 3 years after occurrence. D. Access Controls. The system must use role based access controls for all user authentications, enforcing the principle of least privilege. E. Transmission encryption. All data transmissions of CDPH PCI outside the contractor's secure internal network must be encrypted using a FIPS 140-2 certified algorithm, such as Advanced Encryption Standard (AES), with a 128bit key or higher. Encryption can be end to end at the network level, or the data files containing CDPH PCI can be encrypted. This requirement pertains to any type of CDPH PCI in motion such as website access, file transfer, and E-Mail. F. Intrusion Detection. All systems involved in accessing, holding, transporting, and protecting CDPH PCI that are accessible via the Internet must be protected by a comprehensive intrusion detection and prevention solution. 3. Audit Controls CDPH IPSR(10/19) County of Fresno 20-10704 Page 10 of 11 Exhibit G Information Privacy and Security Requirements (For Non-HIPAA/HITECH Act Contracts) A. System Security Review. All systems processing and/or storing CDPH PCI must have at least an annual system risk assessment/security review which provides assurance that administrative, physical, and technical controls are functioning effectively and providing adequate levels of protection. Reviews shall include vulnerability scanning tools. B. Log Reviews. All systems processing and/or storing CDPH PCI must have a routine procedure in place to review system logs for unauthorized access. C. Change Control. All systems processing and/or storing CDPH PCI must have a documented change control procedure that ensures separation of duties and protects the confidentiality, integrity and availability of data. 4. Business Continuity/ Disaster Recovery Controls A. Disaster Recovery. Contractor must establish a documented plan to enable continuation of critical business processes and protection of the security of electronic CDPH PCI in the event of an emergency. Emergency means any circumstance or situation that causes normal computer operations to become unavailable for use in performing the work required under this agreement for more than 24 hours. B. Data Backup Plan. Contractor must have established documented procedures to securely backup CDPH PCI to maintain retrievable exact copies of CDPH PCI. The backups shall be encrypted.The plan must include a regular schedule for making backups, storing backups offsite, an inventory of backup media, and the amount of time to restore CDPH PCI should it be lost. At a minimum, the schedule must be a weekly full backup and monthly offsite storage of CDPH data. 5. Paper Document Controls A. Supervision of Data. CDPH PCI in paper form shall not be left unattended at any time, unless it is locked in a file cabinet, file room, desk or office. Unattended means that information is not being observed by an employee authorized to access the information. CDPH PCI in paper form shall not be left unattended at any time in vehicles or planes and shall not be checked in baggage on commercial airplanes. B. Escorting Visitors. Visitors to areas where CDPH PCI is contained shall be escorted and CDPH PHI shall be kept out of sight while visitors are in the area. C. Confidential Destruction. CDPH PCI must be disposed of through confidential means, using NIST Special Publication 800-88 standard methods for data sanitization when the CDPH PSCI is no longer needed. D. Removal of Data. CDPH PCI must not be removed from the premises of the Contractor except with express written permission of CDPH. E. Faxing. Faxes containing CDPH PCI shall not be left unattended and fax machines shall be in secure areas. Faxes shall contain a confidentiality statement notifying persons receiving CDPH IPSR(10/19) County of Fresno 20-10704 Page 11 of 11 Exhibit G Information Privacy and Security Requirements (For Non-HIPAA/HITECH Act Contracts) faxes in error to destroy them. Fax numbers shall be verified with the intended recipient before sending. F. Mailing. CDPH PCI shall only be mailed using secure methods. Large volume mailings of CDPH PHI shall be by a secure, bonded courier with signature required on receipt. Disks and other transportable media sent through the mail must be encrypted with a CDPH approved solution, such as a solution using a vendor product specified on the CALIFORNIA STRATEGIC SOURCING INITIATIVE. CDPH IPSR(10/19) Stale of California—Health and Human Services Agency California Department of Public Health Exhibit H Contractor's Release Instructions to Contractor: With final invoice(s)submit one(1)original and one(1)copy. The original must bear the original signature of a person authorized to bind the Contractor. The additional copy may bear photocopied signatures. Submission of Final Invoice Pursuant to contract number 20-10704 entered into between the State of California Department of Public Health (CDPH)and the Contractor(identified below),the Contractor does acknowledge that final payment has been requested via invoice number(s) , in the amounts)of$ and dated If necessary, enter"See Attached"in the appropriate blocks and attach a list of invoice numbers,dollar amounts and invoice dates. Release of all Obligations By signing this form, and upon receipt of the amount specified in the invoice number(s)referenced above,the Contractor does hereby release and discharge the State,its officers, agents and employees of and from any and all liabilities, obligations,claims,and demands whatsoever arising from the above referenced contract. Repayments Due to Audit Exceptions!Record Retention By signing this form,Contractor acknowledges that expenses authorized for reimbursement does not guarantee final allowability of said expenses. Contractor agrees that the amount of any sustained audit exceptions resulting from any subsequent audit made after final payment will be refunded to the State. All expense and accounting records related to the above referenced contract must be maintained for audit purposes for no less than three years beyond the date of final payment,unless a longer term is stated in said contract. Recycled Product Use Certification By signing this form,Contractor certifies under penalty of perjury that a minimum of 0%unless otherwise specified in writing of post consumer material,as defined in the Public Contract Code Section 12200, in products, materials,goods,or supplies offered or sold to the State regardless of whether it meets the requirements of Public Contract Code Section 12209, Contractor specifies that printer or duplication cartridges offered or sold to the State comply with the requirements of Section 12156(e). Reminder to Return State EquipmenVProperty(If Applicable) (Applies only if equipment was provided by CDPH or purchased with or reimbursed by contract funds) Unless CDPH has approved the continued use and possession of State equipment(as defined in the above referenced contract)for use in connection with another CDPH agreement,Contractor agrees to promptly initiate arrangements to account for and return said equipment to CDPH,at CDPH's expense,if said equipment has not passed its useful life expectancy as defined in the above referenced contract. Patents 1 Other Issues By signing this form, Contractor further agrees,in connection with patent matters and with any claims that are not specifically released as set forth above,that it will comply with all of the provisions contained in the above referenced contract,including, but not limited to,those provisions relating to notification to the State and related to the defense or prosecution of litigation. ONLY SIGN AND DATE THIS DOCUMENT WHEN ATTACHING TO THE FINAL INVOICE Contractor's Legal Name(as on contract): CountyPf Fresno Signature of Contractor or Official Designee: 1 I\,,_` Date-, Printed Name/Title of Person Signing: J�2 t 7�. �� ATTEST: BERNICE E.SEIDEL Clerk of the Board of Supervisors CDPH Distribution: Accounting(Original) Program County of Fresno,State of California CDPH 2352 t7107) By �� .� 0=:j __Deputy California Department of Public Health Name/No.: Prevention Forward for Type 2 Diabetes (CDPH) (State Grant Agreement No. 20-10704) Fund/Subclass: 0001/10000 Organization #: 56201556 Revenue Account #: 4380