HomeMy WebLinkAboutAgreement A-22-420 with Advocates for Human Potential Inc..pdf SUBCONTRACT AGREEMENT
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SUMMARY COVER SHEET
Subcontract ID 7460-CA MOBILE CRISIS-FRESNO-01 G
Subcontract Effective September 1, 2021
Date:
Contractor: ADVOCATES FOR HUMAN POTENTIAL, INC. (AHP)
490-B Boston Post Road, Sudbury, MA 01776-3365
Tel: (978) 443-0055 ♦ Fax: (978) 261-1467
AHP Contracting Officer: Charles Galland, COO
cgalland ahpnet.com/978-261-1425
AHP Project Director: Monica Reeves
131 N. El Molino, Suite 380, Pasadena, CA 91101
Tel: 978-261-1483 (o)/ mreeves(a�ahpnet.com
AHP Direct Staff Contact: Monica Reeves
Tel: 978-261-1483 (o)/ mreeves(a-).ahpnet.com
Subcontractor: COUNTY OF FRESNO ("FRESNO")
ATTN: Brian Pacheco, Chairman of the Board of Supervisors
2281 Tulare St., Room #301, Fresno, CA 93721
Email address: evanq(a fresnocountyca.gov;
jgordonbrowar(a)-fresnocountyca.gov; aryals(a_fresnocountyca.gov;
sholt(a-)_fresnocountyca.gov
Prime Contract Client: California Department of Health Care Services
Identification: Agreement No.: 21-10349
Contract Title: "Behavioral Health Mobile Crisis and Non-crisis Services
(Mobile Crisis)"
Subcontract Type: Deliverable Based Type Contract
Period of Performance: September 1, 2021 through June 30, 2025
Consideration/Budget: Professional Services NTE $753,437.00
Billing Terms: Quarterly Invoicing, see Attachment E-Payment Schedule
Payment Terms: Payment remitted ten (10) business days after receipt of undisputed
invoice.
Subcontract Cover Sheet
(This Page is not part of the Subcontract Agreement and is for Summary/Reference Purposes Only)
DocuSign Envelope ID:B9185826-EB73-416B-A1C6-EAB39A79CC8C
Agreement No.22-420
SUBCONTRACT AGREEMENT
7460-CA MOBILE CRISIS-FRESNO-01
This Subcontract is entered into by and between ADVOCATES FOR HUMAN
POTENTIAL, INC., with offices located at 490-B Boston Post Road, Sudbury, MA
01776, ("AHP" or the "Contractor"), and COUNTY OF FRESNO ("FRESNO") with
offices at 1925 East Dakota Avenue, Fresno, CA 93726 ("FRESNO" or
"Subcontractor" or"Grantee").
WITNESSETH:
WHEREAS, AHP desires to obtain the Subcontractor's services to support
"Behavioral Health Mobile Crisis and Non-Crisis Services (Mobile Crisis)"Project No.:
21-10349. 7460-CA MOBILE CRISIS-FRESNO-01, hereinafter the "Contract," and the
Subcontractor desires to assist AHP in its business by performing such services;
NOW, THEREFORE, based upon the foregoing premises, and in consideration
of the mutual covenants and agreements herein set forth, the parties agree as follows:
This Subcontract, and its Attachments, ("Agreement") constitutes the entire
agreement and understanding between the parties as to the matters set forth herein. It
supersedes all prior understandings, written or oral, between the parties with respect to
the subject matter hereof and has been induced by no representations, statements, or
agreements other than those herein expressed. By accepting this Agreement, the
Subcontractor agrees to be bound by all terms and conditions and provisions that may
be incorporated by reference, and all other Attachments to this Agreement.
IN WITNESS THEREOF, the parties hereto have executed this Agreement by
their duly authorized respective officers as of the day and year last written below.
ADVOCATES FOR HUMAN COUNTY OF FRESNO
POTENTIAL, INC. Print or Type Name of Subcontractor
DocuSigned by:
By: GaUAA4 l I
Y . d��—
CHARLES GALLAND, CHIEF
OPERATING OFFICER Signature of Authorized Entity
Representative
9/26/2022
Date: Brian Pacheco
Print or Type Name of Person Signing
Chairman of the Board of Supervisors of
the County of Fresno
Representative Title
Date: q—02o -aa.
ATTEST:
BERNICE E.SEIDEL
Clerk of the Board of Supervisors
County of Fresno,State of California
BY 70� — Deputy
Page 1 of 17 7460-CA MOBILE CRISIS-FRESNO-01G
TABLE OF CONTENTS
7460-CA MOBILE CRISIS-FRESNO-01
SECTION PAGE NO.
SECTION 1. PRIVITY OF CONTRACT ......................................................................... 3
SECTION 2. NATURE OF THE SUBCONTRACT ........................................................ 3
Typeof Subcontract........................................................................................................3
Funding ...........................................................................................................................3
SECTION 3. SUBCONTRACTOR PERFORMANCE AND DELIVERY......................... 3
Periodof Performance ....................................................................................................3
Timeof the Essence........................................................................................................4
DeliverySchedule ...........................................................................................................4
Inspection and Acceptance .............................................................................................4
SECTION 4. STATEMENT OF WORK......................................................................... 4
SECTION 5. SUBCONTRACTOR TRAVEL ................................................................. 5
SECTION 6: CONTRACT ADMINISTRATION DATA.................................................... 5
Contractor Representatives.............................................................................................5
Subcontractor Representatives.......................................................................................5
Compensation, Billing Instructions, and Payment ...........................................................5
Final Payment and Closeout...........................................................................................7
KeyPersonnel.................................................................................................................7
SECTION 7: CHANGES AND MODIFICATIONS .......................................................... 7
SECTION 8: CONFIDENTIAL INFORMATION.............................................................. 8
Non-Disclosure of Confidential (Proprietary) Information ................................................8
Non-Disclosure of Confidential Research and Statistical Data........................................8
Personally Identifiable Information......................................................................8
SECTION 9. INTELLECTUAL PROPERTY................................................................... 9
SECTION 10: TERMINATION FOR CAUSE....................................................... 9
SECTION 11: POLICIES AND CODES....................................................................... 10
SECTION 12: DATA COLLECTION AND PERFORMANCE....................................... 10
SECTION 13: ORGANIZATIONAL CONFLICT OF INTEREST................................... 11
SECTION 14: INSURANCE ........................................................................................ 11
SECTION 15: INDEMNIFICATION .............................................................................. 12
SECTION 16: DISPUTES/APPLICABLE LAWS ......................................................... 13
Disputes ....................................................................................................................... 13
ApplicableLaws ........................................................................................................... 13
SECTION 17: CERTIFICATIONS................................................................................ 13
SECTION 18: RECORDS AND RECORD KEEPING......................................................15
SECTION 19: EXPENSE ALLOWABILITY/FISCAL DOCUMENTATION.................... 15
SECTION 20: RECOVERY OF OVERPAYMENTS ......................................................... 16
SECTION 21: BEST EFFORTS....................................................................................... 16
LIST OF ATTACHMENTS........................................................................................... 17
Attachment A— Standard Subcontract Terms and Conditions
Attachment B — Special Subcontract Requirements
Attachment C — Subcontractor's Certification
Attachment D — Subcontractor's Statement of Work
Attachment E — Payment Schedule
Page 2 of 17 7460-CA MOBILE CRISIS-FRESNO-01G
SECTION 1. PRIVITY OF CONTRACT
This Agreement is funded in whole or in part with funds from AHP's client, State of CA
Department of Health Care Services ("DHCS" or "Client") which includes funding
through DHCS's 'Behavioral Health Mobile Crisis and Non-Crisis Services (Mobile
Crisis)". Neither the Client (nor the US Government), nor any of its departments,
agencies, or employees is or will be a party to this Agreement or any lower-tier
subcontract. No privity between the Client, (or the US Government), and Subcontractor
is established by this Agreement.
Except as authorized by AHP, Subcontractor shall not communicate with the Client/US
Government regarding any matter which is within the scope of AHP's responsibility
under the Prime Contract, or regarding matters within the scope of this Agreement.
Authorization by AHP shall not be unreasonably withheld. In addition, Subcontractor
shall not communicate with the Client/US Government regarding any matter of dispute
with AHP, which shall be resolved strictly through the Disputes provisions of this
Subcontract.
SECTION 2. NATURE OF THE SUBCONTRACT
2.1 Type of Subcontract
This is a Deliverable Based type Agreement. Subcontractor's accounting system must
be capable of allocating and segregating costs applicable to this Subcontract.
2.2 Funding
All amounts under this Agreement reference US dollars. No costs will be incurred
except those specifically proposed by the Subcontractor to AHP, and Subcontractor
shall perform the work within the funding allocations/budget, specified in Attachment E.
This Subcontract is entered into, and the obligation of funds is made, based upon the
appropriation under the Prime Contract. Should this appropriation or any funds allocated
to the Prime Contract be reduced subsequent to this Agreement, or should the scope of
the work, or Statement of Work be redirected by the Client so as to affect the work
envisioned to be subcontracted, AHP shall have the right to renegotiate this Agreement
or to effect a termination (at its discretion) pursuant to the termination section of this
Agreement.
2.3 This Agreement hereby incorporates by reference the Application by Subcontractor
as well as Notice of Funding Opportunity.
Total funds currently available for payment and allotted to this Agreement are seven
hundred fifty-three thousand four hundred thirty-seven dollars ($753,437.00).
SECTION 3. SUBCONTRACTOR PERFORMANCE AND DELIVERY
3.1 Period of Performance
The Base performance period is September 1, 2021 through June 30, 2025, unless
sooner terminated in accordance with the terms of this Agreement. Any extensions to
the period of performance will be supported by a written modification to the Agreement,
and any changes or additions to the Statement of Work/ deliverables/
days of performance shall be determined at that time.
Whenever Subcontractor knows, or reasonably should know, that any actual or potential
condition is delaying, or threatens to delay, the timely performance of work, it shall,
Page 3 of 17 7460-CA MOBILE CRISIS-FRESNO-01G
within five (5) calendar days, provide AHP with written notice, including all relevant
information with respect to the condition(s) and delay.
3.2Time of the Essence
TIME IS OF THE ESSENCE in Subcontractor's performance of its obligations under this
Agreement.
3.3 Delivery Schedule
Satisfactory performance of deliverables shall be deemed to occur upon delivery and
acceptance by the Project Director of the items as described in the Statement of Work
(SOW). All deliverables shall be submitted as directed by the Project Director. In no
event shall Subcontractor submit a deliverable directly to the Client/US Government,
unless specifically directed to do so by the Project Director or his/her designee.
Upon request, a copy of all written deliverables shall also be delivered to:
Mr. Charles Galland, Chief Operating Officer, General Counsel
Advocates for Human Potential, Inc.
490-B Boston Post Road, Sudbury, MA 01776
cgal land(cD_ahpnet.com
3.4 Inspection and Acceptance
(a) Inspection and acceptance of work will be made by the AHP Project Director, or
his/her duly authorized representative. The responsibilities of the AHP Project Director
includes continuous monitoring of Subcontractor's performance and providing technical
inspection and acceptance as required under the prime contract.
(b) Inspection and acceptance will be performed at Advocates for Human Potential, Inc.,
490-B Boston Post Road, Sudbury, MA 01776, or at such other place(s) as AHP may
designate in writing.
(c) Subcontractor shall tender for acceptance those items that conform to the
requirements of this Agreement. AHP reserves the right to inspect or test any supplies
or services tendered under this Agreement, to the extent practicable at all reasonable
places and times. The Client also has the right to inspect and evaluate the work
performed or being performed under this Agreement. Inspections and tests will be
performed in a manner that will not unduly delay the work. AHP may require repair or
replacement of non-conforming supplies or re-performance of nonconforming services
at no increase in contract price. Upon submission, AHP shall have ten (10) business
days to inspect Subcontractor's work. Should AHP and/or client find the material
unsatisfactory, AHP shall notify Subcontractor of the defects within the 10 day period.
Subcontractor shall have 10 business days to cure said defects associated with
Subcontractor's work/product. If inspection or evaluation is to be performed on the
premises of Subcontractor or its lower-tier Subcontractor(s), Subcontractor shall furnish
(and require its subcontractors to furnish) all reasonable facilities and assistance for the
safety and convenience of these duties.
SECTION 4. STATEMENT OF WORK
(a) Independently, and not as an agent of the Contractor, the US Government, or the
Client, Subcontractor shall furnish to AHP all the services, qualified personnel, material,
equipment, and facilities, not otherwise provided by AHP or the Client, as needed to
perform the Statement of Work in Attachment D.
(b) Subcontractor shall maintain an internal quality control program adequate to ensure
that the requirements of this Agreement are met. The work shall be performed in
Page 4 of 17 7460-CA MOBILE CRISIS-FRESNO-01G
accordance with high standards of professional skill, and upon delivery and acceptance
of the deliverables, AHP shall pay the Subcontractor in accordance with the payment
provisions of this Agreement.
SECTION 5. SUBCONTRACTOR TRAVEL
(a) Travel ® is ❑ is not authorized under this Agreement.
(b) If travel is authorized above, refer to Travel Reimbursement Information in
Attachment B-Special Subcontract Requirements.
SECTION 6: CONTRACT ADMINISTRATION DATA
6.1 Contractor Representatives
(a) The following individual is designated as AHP's Contracting Officer, and is
authorized to direct or negotiate any changes in the statement of work, modify or extend
the period of performance, change the delivery schedule, authorize reimbursement to
Subcontractor of any costs incurred during the performance of this contract, or
otherwise change any terms and conditions of this Agreement:
Mr. Charles Galland, Chief Operating Officer, General Counsel
Advocates for Human Potential, Inc.
490-B Boston Post Road, Sudbury, MA 01776
cgalland�ahpnet.com /(978) 443-0055 x425
(b) The following individual(s) is/are designated for purposes of administering the
contractual progress of the Agreement, and for purposes of providing technical direction
and guidance:
Monica Reeves, Project Director
Advocates for Human Potential, Inc.
131 N. El Molino, Suite 380
Pasadena, CA 91101
978-261-1483
mreeves(a-)_ahpnet.com
6.2 Subcontractor Representatives
(a) The following individual is designated as Subcontractor's Contracting Officer and is
authorized to conduct business, negotiate modifications and changes to any terms and
conditions of this Agreement:
Chairman of the Board of Supervisors of the County of Fresno
(b) The following individual is designated as Subcontractor's Project Manager for
purposes of administering this Agreement:
County of Fresno Department of Behavioral Health Director
6.3 Compensation, Billing Instructions, and Payment
(a) This is a Deliverable Based type Agreement. Subcontractor shall be reimbursed in
accordance with Attachment E. In addition, all Subcontractor costs are subject to
Page 5 of 17 7460-CA MOBILE CRISIS-FRESNO-01G
allowability and reasonableness and any restrictions contained in the Prime Contract,
and/or under the Federal Acquisition Regulation ("FAR") if specified.
(b) Invoices may be submitted quarterly, as per payment schedule and shall provide
sufficient detail, including at least the following information on each invoice:
i. Subcontractor's name
ii. Subcontractor's TIN/EIN
iii. Subcontract Agreement ID: 7460-CA MOBILE CRISIS-FRESNO-01
iv. Invoice No.
v. Invoice date
vi. AHP's Project & Billing Number(s) applicable to the tasks/deliverables
invoiced, as per the Statement of Work attached
vii. Amount Due on the Invoice.
viii.Other substantiating documentation or information as may be requested by
AHP
ix. An original signature of an authorized official of Subcontractor, with the
following certification: "I hereby certify that all payments requested are for
appropriate purposes and in accordance with the terms and conditions set
forth in the Agreement between the parties."
x. Name/title/telephone number of the person to contact in case of questions
about the invoice
A. Name, title, phone number, and mailing address of official to whom payment
is to be sent.
(c) The cost of overnight or courier delivery of invoices is not allowed.
(d) Invoices shall be sent electronically to: AP2 AHPNET.COM . Upon receipt of an
Invoice, proper in form, and accepted and approved by AHP (approval of the Invoice
shall mean that AHP's Project Director has reviewed, accepted, and signed the
Invoice), payment shall be remitted via First Class Mail within 10 business days after
receipt of undisputed invoice. When requested, AHP will inform Subcontractor whether
or not a specific Subcontractor invoice has been paid, or when AHP reasonably expects
the Client to pay the Subcontractor invoice. All payment questions shall be addressed to
AHP Accounts Payable at (978) 443-0055.
(e) Subcontractor's right to payment shall be contingent upon the Project Director's
review of the deliverables, together with any attachments, and that the review shall
demonstrate the achievement of satisfactory performance against the Statement of
Work in Attachment D. Should Subcontractor's lack of satisfactory performance
endanger AHP's successful prosecution of its Prime contract responsibilities, a cure
notice shall be issued to Subcontractor. Subcontractor shall respond in three days with
a plan to cure such notice. Should the cure not be feasible, or if the cure fails within the
agreed upon time frame, AHP may terminate the Agreement immediately upon written
notice.
(f) Supporting Documentation: Subcontractor shall provide supporting documentation
for invoices as may be requested by AHP, or as may be necessary for compliance with
AHP's billing to the Client.
(g) In satisfaction of the Subcontractor's obligation to complete the task(s) called for in
Attachment D, "Statement of Work", the Subcontractor shall provide within the
period of performance of this Agreement, the deliverable(s) specified. If at the end of
the period of performance, the Subcontractor has not completed the deliverable(s), the
Page 6 of 17 7460-CA MOBILE CRISIS-FRESNO-01 G
fee may be reduced. In the event that the term of this Agreement expires before the
Subcontractor has provided the deliverable(s), AHP shall have the right to extend the
term of the Agreement to the extent necessary to permit the Subcontractor to provide
the deliverable(s) specified.
6.4 Final Payment and Closeout
Subcontractor must invoice for all final costs within ninety (90) days following
completion of this Agreement, and will provide all documentation necessary for a timely
closeout of this Agreement including the submission of a "Final Invoice," a "Release of
Claims," "Assignment of Refunds," and/or other closeout documents as may be required
or reasonably requested by AHP. Payment of the invoice may be withheld, pending
completion and acceptance by AHP of all work performed, submission of all required
documentation and/or substantiation of all work perfomed or delivered, as per 6.3(g),
and submission of all required administrative forms and technical reports. These rights
and obligations shall survive the termination of this Subcontract.
6.5 Key Personnel
Subcontractor shall provide the skilled personnel and management necessary to meet
the requirements of the Statement of Work. AHP's Project Director shall have right to
disapprove all all personnel proposed by Subcontractor to perform under this
Agreement. Other than personnel set forth below , prior to staffing any future Key
positions, Subcontractor, if so directed by the Project Director, shall submit the names
below, and provide any other requested data for the proposed Key personnel to the
Project Director. Should Project Director deem any individuals who have been
submitted as unacceptable, Subcontractor shall immediately remove any personnel
deemed unacceptable from the assignment and replace him/her with an individual of
acceptable qualifications, subject to the same submission requirement and right of
disapproval above. Subcontractor shall bear all costs associated with such removal and
replacement.
Key personnel essential to the work being performed is/are: Not applicable for this
contract
No removals, replacements, or diversions of key personnel shall be made without the
written consent of AHP's Project Director.
SECTION 7: CHANGES AND MODIFICATIONS
(a) If any change to this Subcontract causes an increase or decrease in the budgeted
cost for performance of any part of the work under this Agreement, Subcontractor shall
propose a new budget. Upon agreement of a revised price, a modification will be
issued. Subcontractor must assert any claim for adjustment under this clause within
thirty (30) days from the date of receipt.
(b) Failure to agree to any adjustment on a timely request that is submitted within the
thirty (30) day period allowed shall be deemed a dispute concerning a question of fact
within the meaning of the Clause of this Agreement entitled "Disputes." Notwithstanding
any failure to agree to any such adjustment, Subcontractor shall diligently proceed with
the work as changed.
(c) AHP and/or DHCS may collect additional applicant documentation, signatures,
missing items, or omitted information during the response review process. AHP and/or
DHCS will advise the applicant orally, by fax, email or in writing of any documentation
that is required and the submission timeline. Failure to submit the required
Page 7 of 17 7460-CA MOBILE CRISIS-FRESNO-01 G
documentation by the date and time indicated may cause DHCS to deem a response
nonresponsive and eliminate it from further consideration.
SECTION 8: CONFIDENTIAL INFORMATION
(a) Non-Disclosure of Confidential (Proprietary) Information: During the term of this
Agreement, Subcontractor and its employees, consultants and/or lower tiered
subcontractors, may receive or have access to data and information that is proprietary
to AHP, DHCS, including the identity of AHP and/or DHCS clients or grantees. All such
data and information made available to, disclosed to, or otherwise made known to
Subcontractor, its employees, consultants and/or lower tiered subcontractors as a result
of services under this Agreement shall be considered and kept confidential by the
Subcontractor, and may be used only for purposes of performing the obligations
hereunder. Subcontractor, its employees, consultants and/or lower tiered
subcontractors shall not reveal, publish or otherwise disclose such information to any
third party without the prior written consent of AHP. Subcontractor shall take all
reasonable precautions to prevent any other person with whom it is or may become
associated from acquiring confidential proprietary information at any time. Disclosure of
the information is for purposes of completing performance under this Agreement, and
shall in no way be construed to grant any rights to otherwise use this information, nor
shall Subcontractor take action to obtain licenses, patents, trademarks, copyrights, or
other rights to said information. Upon the expiration or earlier termination of this
Agreement, or at any time that AHP so instructs, Subcontractor agrees to deliver to
AHP all proprietary information supplied and delivered, (including all copies, materials,
print and electronic, collected and created by Subcontractor in performance of services
for AHP), and Subcontractor shall make no further use or utilization of the information.
The foregoing obligations shall not apply to information which: (a) is or becomes
generally available to the public other than as a result of a disclosure by Subcontractor;
(b) becomes available to Subcontractor on a non-confidential basis from a third party
source which is not prohibited from disclosing such information by a legal, contractual or
fiduciary agreement to a third party; (c) Subcontractor develops independently without
use of AHP's Confidential Information, as demonstrated by written records and
evidence; or (d) is required by law to be disclosed, provided Subcontractor notifies AHP
promptly and gives AHP an opportunity to seek an appropriate protective order. These
obligations of confidentiality and non-disclosure shall be flowed down to consultants
and/or lower tiered subcontractors, and shall survive the termination of this Agreement.
(b) Non-Disclosure of Confidential Research and Statistical Data: Subcontractor, and its
employees, consultants and/or lower tiered subcontractors, shall be subject to all
applicable Federal/state requirements concerning the protection of confidentiality of
research and statistical information identifiable to a private person, and will comply with
all established procedures to safeguard privacy and confidentiality.
(c) Personally Identifiable Information. Subcontractor shall, and shall ensure that
each subcontractor, if applicable, shall, maintain reasonable security of all personally
identifiable information (including but not limited to personal health information), and
comply with all applicable legal requirements relating to such information, including
requirements relating to safeguarding, storing, transmitting, sharing, and destroying
such information, and breach notification requirements as required in Business
Associate Addendum in Attachment B-Special Subcontract Requirements.
Subcontractor shall not, and shall ensure that each subcontractor shall not, share
Page 8 of 17 7460-CA MOBILE CRISIS-FRESNO-0II G
personally identifiable information (including but not limited to personal health
information) (excluding the personally identifiable information of Subcontractors or its
subcontractors' directors, officers, employees, agents, affiliates, and designees, in
connection with Subcontractor's performance under this Agreement).
SECTION 9: INTELLECTUAL PROPERTY
(a) As between AHP and Subcontractor, AHP's ideas and requirements whether written
formally or provided verbally to the Subcontractor are owned by AHP or DHCS.
(b) All writings or works of authorship, ideas, discoveries, inventions, patents, products,
or other information, including without limitation, specifications, program codes, source
code, framework, JAR files, ZIP files, Library's files, scripts, and all related
documentation, data or technical information produced or authored by the
Subcontractor or any of its employees in the course of performing the work
hereunder, together with any copyright, trademarks (including goodwill), and any other
rights in intellectual property and rights in the physical embodiment in the same
("Works"), are works made for hire and the property of DHCS. To the extent that any
Works may not, by operation of law, be works made for hire, this Agreement will
constitute an irrevocable assignment by the Subcontractor to DHCS of the ownership of,
and all rights of copyright, trademarks (including goodwill), and any other rights in
intellectual property and rights in the physical embodiment of the Works, and DHCS will
have the right to obtain and hold in its name all registrations which may be available in
the Works. Subcontractor agrees to give DHCS or its designees all assistance
reasonably required to perfect such rights. The Subcontractor will turn over all Works to
DHCS or its designee when the Subcontractor ceases to perform services for AHP or
upon AHP's earlier request.
(c) In performing services under this Agreement, Subcontractor will not design or
develop any items that infringe one or more patents or other intellectual property rights
of any third party. If Subcontractor becomes aware of any possible infringement in the
course of performing the Work, Subcontractor shall immediately so notify AHP in
writing.
(d) This Section is subject to any contrary or additional provisions contained in the
SPECIAL SUBCONTRACT TERMS AND CONDITIONS, or under FAR clause 52.227-
14, Rights in Data, together with any Alternates, if specified.
(e) This Section shall survive the expiration or termination of this Agreement.
SECTION 10: TERMINATION FOR CAUSE
(a) AHP, or at the direction of the Prime Contractor, may terminate if Subcontactor fails
to comply with any terms, conditions, requirements, failure of achievement in any or all
deliverables, satifsfactory performance, or provisions of the Agreement. AHP shall notify
Subcontractor in writing of its failure to comply. Should Subcontractor not remedy such
failure within ten (10) business days (Remedy Period), the agreement may be
terminated. Upon notification or any time during the Remedy Period, Subcontactor may
request additonal time in order to cure the default and so long as Subcontractor is
working in Good Faith and Prime Contractor approves, the cure period may be
extended to at least thirty (30) business days.
(b) In the event that this Agreement is terminated for cause pursuant to Paragraph (a)
above, then the Prime Contractor nor AHP shall not be liable for any work that is not
performed in accordance with the Subcontract. The Prime Contractor through AHP will
Page 9 of 17 7460-CA MOBILE CRISIS-FRESNO-01G
pay the Subcontractor for work that has been performed in accordance with this
Subcontract and the Subcontractor shall transfer to the Prime Contractor or AHP all
work that has been completed and paid for under this Agreement.
(c) This Agreement may be terminated immediately upon notification by either party
following a material breach of this Agreement.
SECTION 11 : POLICIES AND CODES
11.1 Subcontractor shall comply with al California and federal law, regulations, and
published guidelines, to the extent that these authorities contain requirements
applicable to Subcontractor's performance under this Agreement. These authorities
include, but are not limited to, Title 42, United States Code (USC) Chapter 6A Part B
and Title 45, Code of Federal Regulations (CFR) Parts 75 and 96.
11.2 AHP may perform inspections, review procedures, documents pertaining to the
Statement of Work and other elements of this Agreement, perform onsite visits, desk
reviews in order to ensure Contractor's comply with 11.1 and 11.2 as well as protect
against fraud, waste and abuse.
11.3 In the event Contractor does not comply with 11.1 and 11.2 above, AHP shall hold
Subcontractor in non-compliance under Section 9.
11.4 DHCS or AHP shall review Subcontractor's records to ensure funds were properly
used.
SECTION 12: DATA COLLECTION AND PERFORMANCE
12.1 a. Planning Grants
Subcontractor must submit substantiating documentation of their efforts throughout
the contract period, which may include implementation/action plan drafts and community
needs assessments.
b. Implementation Grants
Subcontractors for Implementation Grants must include data on the performance
measures identified in their contracts. Potential performance measures include:
• The number of individuals served/impacted by each CCMU
o Percentage treated and released by CCMU
o Percentage referred to services in the community
o Percentage admitted to psychiatric hospital
o Percentage involuntarily admitted to hospital
o Percentage taken to the Emergency Department
• Average and median response time of each CCMU
• Primary diagnoses of clients served
• Primary reason for CCMU dispatch
o e.g. Risk of self-harm, risk of violence to others, other erratic behavior
• Percentage with co-occurring mental health and substance use disorder diagnoses
• Health insurance statuses of clients served
• Number of CCMU dispatches
o Percent of all crisis calls (911 or other) resulting in CCMU dispatch
• Number of initial mental health or substance use calls routed through police to CCMU
• Number of crisis calls when CCMU engages/requests police response
• Demographic data of clients served:
o Number of clients served who are aged 5 and under/5-9/10-14/15-19/20- 25/26-
34/35-44/45-54/55-64/65-74/75-84/85 and over/unknown
o Number of clients served who are male/female/transgender/non-binary or
Page 10 of 17 7460-CA MOBILE CRISIS-FRESNO-01G
gender queer/unknown
o Number of clients served who are American Indian or Alaska Native/Asian
American/ Black or African American/Native Hawaiian or Pacific Islander/More
than one race/White/unknown
o Number of clients served who are Latinx or Chicanx or Hispanic/Not Latinx or
Chicanx or Hispanic/unknown
o Number of clients served who speak a language other than English at home
• Percentage of individuals who receive crisis follow-up care within 48 hours
• Percentage of families engaged collaboratively in the crisis intervention process
• Percentage of crisis encounters resolved successfully within two hours
• Satisfaction with services (how likely are they to recommend)
12.2 Monitoring and Site Inspection
a. The Subcontractor shall be subject by AHP for compliance with the provisions of this
Agreement. Such monitoring activities shall include, but are not limited to,
inspection of the Subcontractor's services, procedures, books, and records, as AHP
deems appropriate. AHP may conduce monitoring activities at any time during the
Subcontractor's normal business hours.
b. AHP shall conduct a review of the Subcontractor's records to determine if any of the
claimed expenditures were an improper use of grant funds.
c. The refusal of Subcontractor to permit access to physical facilities and/or inspection
of any documents, files, books, or records necessary for AHP to complete its
monitoring and inspection activities constitutes an express and immediate material
breach of this contract and will be a sufficient basis to terminate the contract for
cause.
SECTION 13: ORGANIZATIONAL CONFLICT OF INTEREST
Subcontractor warrants to the best of its knowledge and belief at this time, there are no
relevant facts or circumstances which could give rise to an organizational conflict of
interest, ("OCI") as defined in FAR Subpart 9.5, or that Subcontractor has disclosed all
such relevant information, and will disclose any actual or potential OCI that is
discovered, including a description of activities that Subcontractor has taken or
proposes to take, after consultation with the AHP Contracting Officer, to avoid the
conflict. During the term of this Agreement, Subcontractor shall not enter into other
contracts or arrangements or otherwise engage in work that will conflict with the parties'
relationship of trust and cooperation or that may otherwise conflict with the
Subcontractor's obligations.
SECTION 14: INSURANCE
(a) Subcontractor shall continuously maintain for the duration of this Agreement, the
following insurance at, or in excess of, the limits detailed below:
• Worker's compensation and employer's liability insurance as required by the state
or province where the work is performed.
• Comprehensive automobile and vehicle liability insurance covering claims for
injuries to members of the public and/or damages to property of others arising from
use of motor vehicles, including on-site and off-site operations, and owned, non-
owned, or hired vehicles, with $1,000,000 combined single limits.
• Subcontractor must furnish to AHP a certificate of Insurance stating that
commercial general Iiablility insurance of not less thatn $1,000,000 per occurrence
for bodily injury and property damage Iiablility combined is presently in effect for the
Page 11 of 17 7460-CA MOBILE CRISIS-FRESNO-01G
Subcontractor. The commercial general liablility insurancy policy shall include cover
for liablilities arising out of premises, operations, independent contractors, products,
completed operations, personal and advertising injury, and liability assumed under
an insured agreement. The commercial general liability insurance shall apply to
each insured against whom claim is made or suit is brought subject to the
Subcontractor's limit of liability.
• Insurance appropriate and sufficient in type and amount to cover any software and
data to be developed under this Agreement, and property insurance sufficient to
cover the cost of any AHP, Client or other property under the Agreement that may
be in the control of the Subcontractor.
(b) All policies, except Workers' Compensation and Employer's Liability, shall be
endorsed to name AHP as an Additional Insured with respect to the work to be
performed by Subcontractor. All such insurance must be primary and non-contributory
and required to respond and pay prior to any other insurance or self-insurance
available.
(c) Subcontractor shall immediately deposit with AHP upon request a Certificate of
Insurance attesting to the above coverage and naming AHP as an additional insured
party under such policies. The Subcontractor agrees that the insurance required herein
will remain in effect at all times during the term of the Agreement. In the event said
insurance coverage expires at any time or times during the term of this Agreement, the
Subcontractor agrees to provide, at least 30 calendar days before said expiration date,
a new certificate of insurance evidencing insurance coverage as provided herein for not
less than the remainder of the term of the Agreement or for a period of not less than one
year. AHP may, in addition to any other remedies it may have, terminate this
Agreement on the occurrence of such event.
(d) Insurance Indemnification. Subcontractor shall indemnify AHP for any costs and
expenses incurred, including reasonable attorneys' fees, judgments, settlements or
penalties, as a result of any claim or liability resulting from the failure of Subcontractor
(or its lower tier subcontractors or consultants) to maintain the insurance policies
required by this section.
(e) AHP will not be responsible for any premiums, deductibles or assessments on the
insurance policy.
SECTION 15: INDEMNIFICATION
(a) Subcontractor shall indemnify and hold harmless AHP and DHCS and its officers,
employees and agents for any costs and expenses incurred, including reasonable
attorneys' fees, judgments, settlements or penalties, against all liabilities, claims, suits,
demands or liens for damages to persons or property, ("Claims"), (unless such Claims
arise from the gross negligence or willful misconduct of AHP), arising out of, resulting
from, or relating to, the following:
■ Any act, omission, or statement of the Subcontractor, or any person employed by
or engaged under contract with the Subcontractor that results in injury (including
death), loss, or damage to any person or property;
■ Any failure on the part of the Subcontractor to comply with applicable government
requirements and requirements of law;
■ the failure to maintain the insurance policies required by this section or the work
performed, inclusive of Intellectual property infringement, if applicable, under this
Subcontract. Insurance coverage that may be required shall in no way lessen or
Page 12 of 17 7460-CA MOBILE CRISIS-FRESNO-01G
limit the liability of Subcontractor under the terms of this obligation.
■ Any failure on the part of the Subcontractor to satisfy all claims for labor,
equipment, materials and other obligations relating to the performance of the work
hereunder;
■ Any actual or alleged direct or contributory infringement of, or inducement to
infringe, any United States or foreign patent, trademark or copyright, arising out of
the performance of this Agreement, provided the Subcontractor is reasonably
notified of such claims and proceedings; and
■ Any actual or alleged unauthorized use or disclosure of any trade secret,
confidential information or other proprietary interest, Work product, or other
information owned by the Government, Client or AHP under the terms of this
Agreement.
(b) Subcontractor shall indemnify under this clause for any of the above acts attributable
to its employees, consultants, agents, and/or lower-tiered subcontractors engaged in
performance of the work under this Agreement.
(c) This indemnification shall survive the expiration or termination of the Agreement.
SECTION 16: DISPUTES/APPLICABLE LAWS
16.1 Disputes
Any dispute arising out of, or relating to, this Agreement that is not resolved by the good
faith efforts of the parties, shall be settled by submission to a panel consisting of one
arbitrator under the Commercial Rules of the American Arbitration Association ("AAA").
The parties shall bear equally the costs assessed by the AAA, and judgment upon the
award rendered by the arbitrator may be entered in any court having jurisdiction. Venue
for the arbitration shall be State of California in a county elected by AHP. The decision
of the arbitrator shall be final, conclusive, and unappealable, except in the event of fraud
or the arbitrator's failure to disclose a material conflict of interest. The prevailing party, in
addition to any damages awarded by the arbitrator, shall be entitled to costs and
reasonable attorneys' fees, the amount of which shall be determined by the arbitrator, in
the event the parties are unable to agree.
16.2 Applicable Laws
Each party agrees to comply with the applicable provisions of Federal, State, and local
laws or ordinances, and all orders, rules, and regulations issued thereunder, and in
such a manner that the name of the other party will not be discredited. Where a FAR
provision or clause, or any other Federal statute, regulation, or clause is incorporated in
or applicable to this Agreement or work being performed under it, Federal law shall
govern the interpretation and application thereof. If Federal law is not applicable, the
appropriate law of the State of California shall apply, exclusive of that body of laws
known as conflicts of law. This Section shall survive the expiration or termination of the
Agreement.
SECTION 17: CERTIFICATIONS
By signature to this Agreement, Subcontractor makes the following Representations
and Certifications:
(a) Debarment and Suspension: Neither Subcontractor nor any of its principals is
presently debarred, suspended, proposed for debarment, declared ineligible nor
voluntary excluded by any Federal department or agency from participating in
Page 13 of 17 7460-CA MOBILE CRISIS-FRESNO-01G
transactions. Any change in the debarred or suspended status of the Subcontractor
during the life of this Subcontract will be reported immediately to AHP. Subcontractor
shall incorporate this Debarment and Suspension certification into any subcontract
that they may enter into as a part of this Subcontract.
(b) Prohibition To Perform Duties: Subcontractor is not prohibited, precluded, or
restricted from performing the duties required under the Statement of Work, due to
previous employment obligations, restrictions, commitments, or agreements
Subcontractor has with any other federal, state and local government agency.
(c) Federal Civil Rights Act/Equal Opportunity: Subcontractor will conform to the
provisions of Title VI of the Federal Civil Rights Act of 1964, section 2000d as
amended and will not discriminate against any employee or applicant for employment
because of age, race, religion, creed, color, sex, or national origin.
(d) Labor Laws - Subcontractor certifies that it is in compliance with all applicable labor
laws, including but not limited to the Walsh-Healy Act and the Contract Work Hours
and Safety Standards Act (41 U.S.C. 51-58) regarding overtime compensation.
(e) Americans with Disabilities Act — Subcontractor agrees to ensure that deliverables
developed and produced, pursuant to this Agreement shall comply with the
accessibility requirements of Sections 7405 and 11135 of the California Government
Code, Section 508 of the Rehabilitation Act and Americans with Disabilities Act of
1973 as amended (29 U.S.0 794(d), regulations implementing the Rehabilitation Act
of 1973 as set forth in in Part 1194 of Title 36 of the Federal Code of Regulations, and
the Americans with Disabilities Act of 1990(42 U.S.C. 12101 et seq. and 28 CFR Part
35). In 1998, Congress amended the Rehabilitation Act of 1973 to require Federal
agencies to make their electronic and information technology (EIT) accessible to
people with disabilities. California Government Code Sections 7405 and 11135
codifies section 508 of the Rehabilitation ACT of 1973 requiring accessibility of EIT.
(f) Employee Compliance - Subcontractor will require all employees, entities and
individuals providing services in connection with the performance of this Subcontract
to comply with the provisions of this Agreement and with all Federal, State, and local
laws and regulations in connection with this work.
(g) Code of Ethics: Subcontractor has a Code of Ethics addressing at least the
following areas: accurate accounting records and reporting; gifts and entertainment to
Government customers; hiring of former government employees; protection of
Government proprietary and source selection information; extending and receiving
business courtesies; and personal and organization conflicts of interest.
(h) Age Discrimination Act of 1975 (45 CFR Part 90)
(i) Section 1557 of the Affordable Care Act.
(j) Trafficking Victims Protection Act of 2000 (22 USC 7104(G), as amended and 2
CFR Part 175
(k) Clean Air Act (42 USC 7401-7671 q) and the Federal Water Pollution Control ACT
(33 USC 1251-1387), as amended.
(1) Byrd Anti-Lobbying Amendment (31 USC 1352). The Subcontractor shall certify to
DHCS that it will not and has not used Federal appropriated funds to pay any person
or organization for influencing or attempting to influence an office or employee of any
agency, a member of Congress, officer or employee of Congress, or an employee of a
member of Congress in connection with obtaining any Federal contract, grant or any
other award covered by 31 USC 1352. The Subcontractor shall also disclose to
Page 14 of 17 7460-CA MOBILE CRISIS-FRESNO-01G
DHCS any lobbying with non-Federal funds that takes place in connection with
obtaining any Federal Award.
(m)Confidentiality of Alcohol and Drug Abuse Patient Records: (42 CFR Part 2,
Subparts A-E). The Subcontractor shall comply with the regulation set forth in 42 CFR
part 2, including the responsibility for assuring the security and confidentiality of all
electronically transmitted patient material.
(n) Certification and Attestation: As a requirement to be eligible for the PWI grant
funding, the Subcontractor, attested to its eligibility to receive funding, Attestation
Letter attached hereto as Attachment F. Any misrepresentation contained within the
Attestation Letter shall be considered a material breach.
(o) Standard Funding Restrictions: Exceed Salary Limitation: The Consolidated
Appropriations Act, 2016 (Pub. L.113- 76) signed into law on January 10, 2016, limits
the salary amount that may be awarded and charged to SAMHSA grants and
cooperative agreements. Award funds may not be used to pay the salary of an
individual at a rate in excess of Executive Level II. The Executive Level II salary can
be found in SAMHSA's standard terms and conditions for all awards at
https://www.samhsa.gov/grants/grantsmanagement/notice-award-noa/standard-terms-
conditions. This amount reflects an individual's base salary exclusive of fringe and any
income that an individual may be permitted to earn outside of the duties to the
applicant organization. This salary limitation also applies to sub awards/subcontracts
under a SAMHSA grant or cooperative agreement. The Federal Executive Level II
Salary Cap is currently $199,300.
• Pay for any lease beyond the project period.
• Pay for the purchase or construction of any building or structure to house any part of
the program. • Make direct payments to individuals to enter treatment or continue to
participate in prevention or treatment services.
• No out-of-state travel is permitted with these funds.
*SAMHSA funds were granted to the State and all funding restrictions are applicable
to this funding opportunity and all sub-contracts.
SECTION 18: RECORDS AND RECORD KEEPING
a. The Subcontractor shall retain all financial records, supporting documents,
statistical records, and all other records pertinent to the grant in accordance
with 45 CFR section 75.361 .
b. AHP, SAMHSA, the Inspector General, the Controller General and DHCS, or
any of its authorized representatives, have the right to access any documents,
papers, or other records of the Subcontractor which are pertinent to the grant,
for the purpose of performing audits, examinations, excerpts, and transcripts.
The right to access records also includes timely and reasonable access to the
Subcontractor's personnel for the purpose of interview and discussion related to
the requested documents.
c. The right to access records is not limited to the required retention period but
lasts as long as the records are retained by the Subcontractor.
SECTION 19: EXPENSE ALLOWABILITY/FISCAL DOCUMENTATION
a. Invoices, received from a Subcontractor and accepted and/or submitted for
Page 15 of 17 7460-CA MOBILE CRISIS-FRESNO-01G
payment by AHP, shall not be deemed evidence of allowable agreement costs.
b. The Subcontractor shall maintain for review and audit and supply to AHP upon
request, adequate documentation of all expenses claimed pursuant to this
Agreement to permit a determination of expense allowability.
c. If the allowability or appropriateness of an expense cannot be determined by
AHP 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
me be withheld by AHP. Upon receipt of adequate documentation supporting a
disallowed or questionable expense, reimbursement may resume for the
amount substantiated and deemed allowable.
d. If Travel is a reimbursable expense, receipts must be maintained to support the
claimed expenditures. For more information on allowable travel and per diem
expenses and required documentation, see Attachment B, "Travel
Reimbursement Information".
e. Costs and/or expenses deemed unallowable are subject to recovery by AHP.
See Section 20 Recovery of Overpayments" for more information.
f. Country organizations may utilize their existing DHCS certified indirect cost
rates for per Behavioral Health Information Notice 20-020.
SECTION 20: RECOVERY OF OVERPAYMENTS
a. Subcontractor agrees that claims based upon a contractual agreement or an
audit finding and/or an audit finding that is appealed and upheld, will be
recovered by AHP by one of the following options:
1 . Subcontractor's remittance to AHP of the full amount of the audit exception
within 30 days following AHP request for payment;
2. A repayment schedule which is agreeable to both AHP and the Subcontract.
b. AHP reserves the right to select which option will be employed and the
Subcontractor will be notified by AHP in writing of the claim procedure to be
utilized.
c. Interest on the unpaid balance of the audit finding or debt will accrue at a rate
equal to the monthly average of the rate received on investments in the Pooled
Money Investment Fund commencing on the date that an audit or examination
finding is mailed to the Subcontractor, beginning 30 days after the
Subcontractor's receipt of AHP's demand for repayment.
d. If the Subcontractor 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 Subcontractor
loses the final administrative appeal, the Subcontractor shall repay, to AHP, the
over-claimed or disallowed expenses, plus accrued interest. Interest accrues
from the Subcontractor's first receipt of AHP's notice requesting reimbursement
of questioned audit costs or disallowed expenses.
SECTION 21 : BEST EFFORTS
Best Efforts During the term of this Agreement, Subcontractor shall use Best Efforts in
order to satisfy all the requirements of the work to be performed under Section 4 and
Attachment A of this Agreement.
Page 16 of 17 7460-CA MOBILE CRISIS-FRESNO-01G
THIS AGREEMENT CONSISTS OF SEVENTEEN (17) TYPEWRITTEN PAGES, TOGETHER
WITH THE ATTACHMENTS IDENTIFIED BELOW, WHICH ARE HEREBY INCORPORATED
INTO THIS AGREEMENT.
LIST OF ATTACHMENTS
TITLE No. of PAGES
Attachment A —Standard Subcontract Terms and Conditions 1
Attachment B —Special Subcontract Requirements 31
Attachment C —Subcontractor's Certification 4
Attachment D —Subcontractor's Statement of Work 5
Attachment E —Payment Schedule 1
Page 17 of 17 7460-CA MOBILE CRISIS-FRESNO-01G
ATTACHMENT A-STANDARD SUBCONTRACT TERMS AND CONDITIONS
Headings: Headings are for convenience of reference only and Notices: Notices shall be in writing, sent by USPS Certified Mail-
shall in no way affect interpretation of this Agreement. RRR, or any overnight delivery/courier service, and notice shall be
Independent Contractor: Subcontractor is engaged as an deemed given when personally delivered, (or three(3)days after
independent contractor, and this Agreement shall not be being sent by prepaid certified U.S. mail).
construed as creating any other relationship. Subcontractor shall Litigation: Subcontractor shall provide written notice to AHP of any
comply with all laws, and assume all risks incident to its status as litigation that relates to the services under this contract, or that has
independent contractor, and necessary to comply with specific the potential to impair its ability to fulfill this contract, including but
requirements of this Agreement, including, but not limited to, not limited to financial, legal or other situations.
payment of all applicable federal/state income taxes, associated
payroll/business taxes, and licenses and fees. Publicity: Without prior written approval of the other, neither party
No Agency: Subcontractor, its employees, agents or assigns, shall use the other's name or make reference to the other party or
shall not represent, act or purport to act, or be deemed to be an any of its employees in publications, news releases, advertising,
agent, representative,or employee of AHP, or commit or obligate speeches,technical papers, photographs, sales promotions, or
AHP to any other person or party. publicity purposes of any form related to this work or data developed
Lower-Tier Consultants/Subcontractors:AHP's prior written hereunder, unless disclosure of such materials is required by legal,
approval is required to obtain services of consultants or lower- accounting,or regulatory requirements beyond the disclosing party's
tier Subcontractors; provided, however, that this limitation shall reasonable control. Use of either party's name may be made in
not apply to the purchase of standard commercial supplies. internal documents, annual reports, proposals, etc.which may
No Assignment: This Agreement is for professional services, identify the existence of the project by title, principal investigator or
and the Agreement, or any duties/obligations imposed shall not project director, sponsor, period of funding, amount of award and
be assigned, delegated or otherwise transferred. brief abstract of the project. This Section shall survive
Changes to be Made in Writing: Unless otherwise specified
expiration/termination of this Agreement.
that AHP may make a unilateral modification, no understanding, Restrictions on Hiring: During the period of this Agreement, and
agreement, modification, change order, or other matter affecting for a period of two(2)years after its termination, neither party shall
this Agreement shall be binding, unless in writing, signed by both directly or indirectly, induce or solicit(or authorize or assist in the
parties' Contracting Officer. No handwritten changes shall be taking of any such actions by any third party)any employee or
effective unless initialed by each Contracting Officer. consultant of the other party to leave his/her business association
Limitation of Liability upon Termination:AHP's maximum
with that party. Parties are not be restricted in the right to solicit or
recruit generally in the media.
aggregate liability to Subcontractor is limited to the total dollar
amount of work properly performed by Subcontractor up to the Survival: Except as otherwise stated, sections that by their terms
effective date of termination,together with any authorized travel, impose continuing obligations or establish continuing rights shall be
or authorized expenses incurred under the Agreement that deemed to survive the expiration/termination of this Agreement.
cannot be canceled.AHP is not liable for any special, indirect, Validity and Waiver:The invalidity in whole or in part of any
incidental, consequential, or punitive damages, nor for any loss provision of this Agreement shall not affect the validity of other
of goodwill, profits, data, or loss of use arising out of, resulting provisions.Waiver of a breach of any provision shall not constitute a
from, or in any way connected with the performance or breach of waiver of any subsequent breach of that provision, or a breach of
this Agreement, even if advised of the possibility of such any other provision.AHP's failure to enforce any provision of this
damages. Agreement shall not be construed as a waiver. Only AHP's
Force Maleure: Neither party shall be liable to the other for loss Contracting Officer has the authority to waive any term or condition
or damages due to failure or delay in rendering performance of this Subcontract on behalf of AHP.
caused by circumstances beyond its reasonable control, if such Interpretation: This Agreement shall be interpreted and construed
failure could not have been overcome by the exercise of due in accordance with its fair meaning,and not strictly for or against
diligence, due care, or foresight. Causes may include, but are either party, regardless of who may have drafted it or any specific
not limited to, acts of God or a public enemy;wars; acts of provision.
terrorism; riots;fires;floods; epidemics; quarantine restrictions; Third Party Beneficiaries:This Agreement shall not be construed
labor disputes; strikes; defaults of subcontractors/vendors; so as to give any person or entity,other than the parties, any legal
failure/delays in transportation; unforeseen freight embargoes; or equitable claim or right.
unusually severe weather; or any law/order/regulation/request of Counterparts/Other Instruments: The parties may execute
a state or local government entity,the US Government, or of any this contract in multiple counterparts, each of which is deemed an
agency, court, commission, or other instrumentality of any such original and all of which constitute only one agreement.The parties
governments.Times of performance under this Agreement may shall properly make, execute,and deliver such other and further
be appropriately extended for excused delays if the party whose instruments as may be reasonable, necessary, desirable, or
performance is affected promptly notifies the other of the convenient to give full force and effect to this Agreement.
existence and nature of such delay. Binding Effect: This Agreement shall be binding upon the parties,
Scientific Misconduct: Subcontractor shall immediately report their successors and assigns.
to AHP any instance of scientific misconduct or fraud related to
performance of work under this Agreement.
Warranty: Unless a different warranty is specified,
Subcontractor warrants all services provided and products
delivered will be free from defect in materials and/or
workmanship, and will be fit for the purpose intended, and will
conform to the specifications of the statement of work. In the
event of a breach AHP may complete the work and seek all
remedies available in law or equity.
Attachment A Standard Subcontract Terms and Conditions
ATTACHMENT B
1. Federal Equal Opportunity Requirements
a. The Subcontractor 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 Subcontractor 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 Subcontractor agrees
to post in conspicuous places, available to employees and applicants for employment,
notices to be provided by the Federal Government or AHP, 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 Subcontractor'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 Subcontractor will, in all solicitations or advancements for employees placed by or on
behalf of the Subcontractor, 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 Subcontractor 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 Subcontractor'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 Subcontractor 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.
e. The Subcontractor 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 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 Subcontractor's noncompliance with the requirements of the provisions
ATTACHMENT B I SPECIAL SUBCONTRACT TERMS AND CONDITIONS Page 1 of 31
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
Subcontractor 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 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 Subcontractor 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 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 Subcontractor will take such action with respect to any
subcontract or purchase order as the Director of the Office of Federal Contract Compliance
Programs or AHP may direct as a means of enforcing such provisions including sanctions for
noncompliance provided, however, that in the event the Subcontractor becomes involved in,
or is threatened with litigation by a subcontractor or vendor as a result of such direction by
AHP, the Subcontractor may request in writing to AHP, 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.
2. Travel and Per Diem Reimbursement
(Applicable if travel and/or per diem expenses are authorized to be reimbursed with Agreement
funds.)
Reimbursement for travel and/or per diem expenses from AHP under this Agreement shall,
unless otherwise specified in this Agreement, be at the rates currently in effect, as established by
the California Department of Human Resources (CaIHR), for nonrepresented state employees as
stipulated in DHCS' Travel Reimbursement Information Exhibit in Attachment B-Special
Subcontract Requirements. If the CalHR 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. Exceptions to California Department of Human Resources (CaIHR) rates may be
approved by AHP upon the submission of a statement by the Subcontractor indicating that such
rates are not available to the Subcontractor. No travel outside the State of California shall be
reimbursed without prior authorization from DHCS. Verbal authorization should be confirmed in
writing. Written authorization may be in a form including fax or email confirmation-
3. Procurement Rules
Applicable to agreements in which equipment/property, commodities and/or supplies are
furnished by AHP or DHCS or expenses for said items are reimbursed by funds with state or
federal funds provided under this Agreement.
a. Equipment/Property definitions
Wherever the term equipment and/or property is used, the following definitions shall apply:
(1) Major equipment/property: A tangible or intangible item having a base unit cost of
ATTACHMENT B I SPECIAL SUBCONTRACT TERMS AND CONDITIONS Page 2 of 31
$5,000 or more with a life expectancy of one (1) year or more and is either furnished by
DHCS 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 DHCS 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 and/or subcontractor, 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 h of
Provision 3. Paragraph c of Provision 3 shall also apply, if equipment/property purchases are
delegated to subcontractors that are nonprofit organizations or commercial businesses.
c. INTENTIONALLY DELETED
d. INTENTIONALLY DELETED
e. In special circumstances, determined by AHP (e.g., when AHP has a need to monitor certain
purchases, etc.), AHP may require prior written authorization and/or the submission of paid
vendor receipts for any purchase, regardless of dollar amount. AHP reserves the right to
either deny claims for reimbursement or to request repayment for any Subcontractor
purchase that AHP determines to be unnecessary in carrying out performance under this
Agreement.
f. The Subcontractor 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.
AHP and the State reserves the right to request a copy of these documents and to inspect
the purchasing practices of the Subcontractor at any time.
g. For all purchases, the Subcontractor 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 Subcontractor for inspection or audit.
h. AHP may, with cause (e.g., with reasonable suspicion of unnecessary purchases or use of
inappropriate purchase practices, etc.), withhold, cancel, modify, or retract the delegated
purchase authority granted under Paragraphs b and/or c of Provision 3 by giving the
Subcontractor no less than 30 calendar days written notice.
4. Equipment/Property Ownership/ Inventory/ Disposition
(Applicable to agreements in which equipment/property is furnished by DHCS and/or AHP when
said items are purchased or reimbursed by DHCS with state or federal funds provided under this
Agreement.)
a. Wherever the term equipment and/or property is used in Provision 4, the definitions in
Paragraph a of Provision 3 shall apply.
Unless otherwise stipulated in this Agreement, all equipment and/or property that is
purchased/reimbursed with Agreement funds or furnished by AHP under the terms of this
Agreement shall be considered state equipment and the property of AHP and DHCS.
(1) Reporting of Equipment/Property Receipt - AHP requires the reporting, tagging and
ATTACHMENT B I SPECIAL SUBCONTRACT TERMS AND CONDITIONS Page 3 of 31
annual inventorying of all equipment and/or property that is furnished by AHP or
purchased/reimbursed with funds provided through this Agreement.
Upon receipt of equipment and/or property, the Subcontractor shall report the receipt to
the AHP. To report the receipt of said items and to receive property tags, Subcontractor
shall use a form or format designated by AHP. If the appropriate form does not
accompany this Agreement, Subcontractor shall request a copy from AHP.
(2) Annual Equipment/Property Inventory - If the Subcontractor enters into an agreement
with a term of more than twelve months, the Subcontractor shall submit an annual
inventory of state equipment and/or property to the AHP using a form or format
designated by AHP. If an inventory report form does not accompany this Agreement,
Subcontractor shall request a copy from AHP. Subcontractor shall:
(a) Include in the inventory report, equipment and/or property in the Subcontractor's
possession and/or in the possession of a subcontractor (including independent
consultants).
(b) Submit the inventory report to AHP according to the instructions appearing on the
inventory form or issued by AHP.
(c) Contact AHP 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 AHP.
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, AHP or DCHS shall be under no obligation to pay the cost of
restoration, or rehabilitation of the Subcontractor's facility which may be affected by the
removal of any state equipment and/or property.
d. The Subcontractor 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, AHP may require the Subcontractor to repair or
replace, to AHP's satisfaction, any damaged, lost or stolen state equipment and/or
property. In the event of state equipment and/or miscellaneous property theft,
Subcontractor shall immediately file a theft report with the appropriate police agency or
the California Highway Patrol and Subcontractor shall promptly submit one copy of the
theft report to AHP.
e. Unless otherwise stipulated by the Program funding this Agreement, equipment and/or
property purchased/reimbursed with agreement funds or furnished by AHP under the terms of
this Agreement, shall only be used for performance of this Agreement or another DHCS
agreement.
f. Within sixty (60) calendar days prior to the termination or end of this Agreement, the
Subcontractor shall provide a final inventory report of equipment and/or property to AHP and
shall, at that time, query DHCS as to the requirements, including the manner and method, of
returning state equipment and/or property to AHP. Final disposition of equipment and/or
property shall be at AHP expense and according to AHP instructions. Equipment and/or
property disposition instructions shall be issued by AHP immediately after receipt of the final
inventory report. At the termination or conclusion of this Agreement, AHP OR DHCS may at
its discretion, authorize the continued use of state equipment and/or property for performance
ATTACHMENT B I SPECIAL SUBCONTRACT TERMS AND CONDITIONS Page 4 of 31
of work under a different DHCS agreement.
g. INTENTIONALLY DELETED
5. Subcontract Requirements
a. INTENTIONALLY DELETED
b. AHP reserves the right to approve or disapprove the selection of subcontractors and with
advance written notice, require the substitution of subcontractors and require the
Subcontractor to terminate subcontracts entered into in support of this Agreement.
(1) Upon receipt of a written notice from AHP requiring the substitution and/or
termination of a subcontract, the Subcontractor 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 DHCS.
c. Actual subcontracts (i.e., written agreement between the Subcontractor and a subcontractor)
of$5,000 or more are subject to the prior review and written approval of AHP. AHP may, at
its discretion, elect to waive this right. All such waivers shall be confirmed in writing by AHP.
d. Subcontractor shall maintain a copy of each subcontract entered into in support of this
Agreement and shall, upon request by AHP, make copies available for approval, inspection,
or audit.
e. AHP assumes no responsibility for the payment of subcontractors used in the performance of
this Agreement. Subcontractor accepts sole responsibility for the payment of subcontractors
used in the performance of this Agreement.
f. The Subcontractor is responsible for all performance requirements under this Agreement
even though performance may be carried out through a subcontract.
g. The Subcontractor shall ensure that all subcontracts for services include provision(s)
requiring compliance with applicable terms and conditions specified in this Agreement.
h. The subcontractor agrees to maintain and preserve, until three years after termination of
Agreement No. 21-10349 and final payment from AHP, to permit AHP or DHCS 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.
i. Unless otherwise stipulated in writing by AHP, the Subcontractor shall be the subcontractor's
sole point of contact for all matters related to performance and payment under this
Agreement.
j. Subcontractor shall, as applicable, advise all subcontractors of their obligations pursuant to
the following numbered provisions of this Exhibit: 1, 2, 3, 4, 5, 6, 7,8, 10, 11, 12, 13, 14, 17,
19, 20, 24, 32 and/or other numbered provisions herein that are deemed applicable.
6. Income Restrictions
Unless otherwise stipulated in this Agreement, the Subcontractor agrees that any refunds,
rebates, credits, or other amounts (including any interest thereon) accruing to or received by the
Subcontractor under this Agreement shall be paid by the Subcontractor to AHP so that AHP can
ATTACHMENT B I SPECIAL SUBCONTRACT TERMS AND CONDITIONS Page 5 of 31
pay DHCS, to the extent that they are properly allocable to costs for which the Contractor has
been reimbursed by AHP under this Agreement.
7. Audit and Record Retention
a. The Subcontractor shall maintain books, records, documents, and other evidence, accounting
procedures 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 Subcontractor'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. Subcontractor agrees that AHP, 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. Subcontractor 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
Subcontractor 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 1896.77)
d. The Subcontractor 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 Subcontractor 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, DVD, or other data storage medium. Upon request by an
authorized representative to inspect, audit or obtain copies of said records, the 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.
f. The Subcontractor shall, if applicable, comply with the Single Audit Act and the audit
requirements set forth in 2 C.F.R. § 200.501 (2014).
8. Site Inspection
AHP, DHCS and or SAMHSA 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
ATTACHMENT B I SPECIAL SUBCONTRACT TERMS AND CONDITIONS Page 6 of 31
of the premises of the Subcontractor, the Subcontractor 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 work.
9. 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, the Agreement shall be amended to reflect any reduction in funds.
d. AHP and DHCS 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.
10. Intellectual Property Rights
a. Ownership
(1) Except where AHP has agreed in a signed writing to accept a license, AHP or DHCS
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 Subcontractor or AHP 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, Subcontractor will exercise and utilize certain of its
ATTACHMENT B SPECIAL SUBCONTRACT TERMS AND CONDITIONS Page 7 of 31
Intellectual Property in existence prior to the effective date of this Agreement. In addition,
under this Agreement, Subcontractor may access and utilize certain of AHP's Intellectual
Property in existence prior to the effective date of this Agreement. Except as otherwise
set forth herein, Subcontractor shall not use any of AHP's Intellectual Property now
existing or hereafter existing for any purposes without the prior written permission of
AHP. Except as otherwise set forth herein, AHP shall not give any ownership
interest in or rights to its Intellectual Property to the other Party. If during the term
of this Agreement, Subcontractor accesses any third-party Intellectual Property that is
licensed to AHP, Subcontractor agrees to abide by all license and confidentiality
restrictions applicable to AHP in the third-party's license agreement.
(4) Subcontractor agrees to cooperate with AHP in establishing or maintaining AHP's and/or
DHCS exclusive rights in the Intellectual Property, and in assuring AHP's or DHCS' sole
rights against third parties with respect to the Intellectual Property. If the Subcontractor
enters into any agreements or subcontracts with other parties in order to perform this
Agreement, Subontractor 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 AHP and/or DHCS all rights, title and
interest in Intellectual Property made, conceived, derived from, or reduced to practice by
the subcontractor, Contractor or AHP and which result directly or indirectly from this
Agreement or any subcontract.
(5) Subcontractor further agrees to assist and cooperate with AHP/DHCS 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 AHP'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
Subcontractor or AHP and which result directly or indirectly from this Agreement,
Subcontractor 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.
Subcontractor hereby grants to DHCS, 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 Subcontractor'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 Subcontractor 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 Subcontractor from
using any ideas, concepts, know-how, methodology or techniques related to its
performance under this Agreement, provided that Subcontractor's use does not infringe
the patent, copyright, trademark rights, license or other Intellectual Property rights of AHP
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) Subcontractor 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
Subcontractor in connection with Subcontractor's performance of this Agreement shall be
deemed "works made for hire". Subcontractor further agrees that the work of each
person utilized by Subcontractor in connection with the performance of this Agreement
ATTACHMENT B I SPECIAL SUBCONTRACT TERMS AND CONDITIONS Page 8 of 31
will be a "work made for hire," whether that person is an employee of Subcontractor or
that person has entered into an agreement with Subcontractor to perform the work.
Subcontractor shall enter into a written agreement with any such person that: (i) all work
performed for Subcontractor shall be deemed a "work made for hire" under the Copyright
Act and (ii) that person shall assign all right, title, and interest to AHP and/or DHCS to
any work product made, conceived, derived from, or reduced to practice by
Subcontractor or AHP 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 AHP and which result directly or indirectly
from this Agreement, shall include AHP's or DHCS' notice of copyright, which shall read
in 3mm or larger typeface: V[Enter Current Year e.g., 2010, etc.], This material may not
be reproduced or disseminated without prior written permission from AHP." This notice
should be placed prominently on the materials and set apart from other matter on the
page where it appears. Audio productions shall contain a similar audio notice of
copyright.
d. Patent Rights
With respect to inventions made by Subcontractor in the performance of this Agreement,
which did not result from research and development specifically included in the Agreement's
scope of work, Subcontractor hereby grants to AHP and/or DHCS 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 Subcontractor agrees to
assign to AHP and/or DCHS, without additional compensation, all its right, title and interest in
and to such inventions and to assist AHP and/or DCHS in securing United States and foreign
patents with respect thereto.
e. Third-Party Intellectual Property
Except as provided herein, Subcontractor agrees that its performance of this Agreement shall
not be dependent upon or include any Intellectual Property of Subcontractor or third party
without first: (i) obtaining AHP's prior written approval; and (ii) granting to or obtaining for
AHP and/or DHCS, without additional compensation, a license, as described in Section b of
this provision, for any of Subcontractor'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 AHP determines that the Intellectual Property should be included in or is
required for Subcontractor's performance of this Agreement, Subcontractor shall obtain a
license under terms acceptable to AHP and/or DHCS.
f. Warranties
(1) Subcontractor 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 Subcontractor'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 Subcontractor or DHCS or AHP
ATTACHMENT B I SPECIAL SUBCONTRACT TERMS AND CONDITIONS Page 9 of 31
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 Subcontractor.
(d) Neither Subcontractor's performance nor any part of its performance will violate the
right of privacy of, or constitute a libel or slander against any person or entity.
(e) It has secured and will secure all rights and licenses necessary for Intellectual
Property including, but not limited to, consents, waivers or releases from all authors
of music or performances used, and talent (radio, television and motion picture
talent), owners of any interest in and to real estate, sites, locations, property or props
that may be used or shown.
(f) It has not granted and shall not grant to any person or entity any right that would or
might derogate, encumber, or interfere with any of the rights granted to AHP or
DHCS 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
Subcontractor's performance of this Agreement.
(2) AHP NOR DHCS MAKE 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) Subcontractor shall indemnify, defend and hold harmless AHP and DHCS 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 Subcontractor 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 Subcontractor pertaining to Intellectual Property; or (ii) any Intellectual
Property infringement, or any other type of actual or alleged infringement claim, arising
out of AHP'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
Subcontractor or DCHS or AHP 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. AHP reserves the right to participate in and/or control,
at Subcontractor's expense, any such infringement action brought against AHP.
ATTACHMENT B I SPECIAL SUBCONTRACT TERMS AND CONDITIONS Page 10 of 31
(2) Should any Intellectual Property licensed by the Subcontractor to AHP under this
Agreement become the subject of an Intellectual Property infringement claim,
Subcontractor will exercise its authority reasonably and in good faith to preserve AHP's
right to use the licensed Intellectual Property in accordance with this Agreement at no
expense to AHP. AHP shall have the right to monitor and appear through its own
counsel (at Subcontractor's expense) in any such claim or action. In the defense or
settlement of the claim, Subcontractor may obtain the right for AHP to continue using the
licensed Intellectual Property; or, replace or modify the licensed Intellectual Property so
that the replaced or modified Intellectual Property becomes non-infringing provided that
such replacement or modification is functionally equivalent to the original licensed
Intellectual Property. If such remedies are not reasonably available, AHP 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) Subcontractor agrees that damages alone would be inadequate to compensate AHP or
DHCS for breach of any term of this Intellectual Property Exhibit by Subcontractor.
Subcontractor acknowledges AHP or DHCS would suffer irreparable harm in the event of
such breach and agrees AHP 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. Federal Funding
Based upon this Agreement is funded by the federal government, AHP and DHCS may acquire
and maintain the Intellectual Property rights, title, and ownership which results directly or
indirectly from the Agreement; except as provided in 37 Code of Federal Regulations part 401.14;
however, the federal government shall have a non-exclusive, nontransferable, irrevocable, paid-
up license throughout the world to use, duplicate, or dispose of such Intellectual Property
throughout the world in any manner for governmental purposed and to have the permit others to
do so.
11. 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 by law.
a. Government contractors agree to comply with all applicable standards, orders, or
requirements issued under section 306 of the Clean Air Act (42 USC 7606) section 508 of the
Clean Water Act(33 U.S.C. 1368), Executive Order 11738, and Environmental Protection
Agency regulations.
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 Clean Water Act(33 U.S.C.
1251 et seq.), as amended.
12. Prior Approval of Training Seminars, Workshops or Conferences
Subcontractor shall obtain prior AHP 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 Subcontractor 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
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Subcontractor to conduct routine business matters.
13. Confidentiality of Information
a. The Subcontractor and its employees, agents, or subcontractors shall 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 subcontractors as a result of services performed under this Agreement,
except for statistical information not identifying any such person.
b. The Subcontractor and its employees, agents shall not use such identifying information for any
purpose other than carrying out the subcontractor's obligations under this Agreement.
c. The Subcontractor and its employees, agents shall promptly transmit to the AHP Contract Office
or Project Manager all requests for disclosure of such identifying information not emanating from
the client or person.
d. The Subcontractor shall not disclose, except as otherwise specifically permitted by this
Agreement or authorized by the client, any such identifying information to anyone other than
AHP without prior written authorization from the AHP Contract Office or Project Manager,
except if disclosure is required by State or Federal law.
e. For purposes of this provision, identity shall include, but not be limited to name, identifying
number, symbol, or other identifying particular assigned to the individual, such as finger or
voice print or a photograph.
f. As deemed applicable by AHP/DHCS, 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.
14. Documents, Publications and Written Reports
(Applicable to agreements over$5,000 under which publication, 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 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.
15. INTENTIONALLY DELETED
16. Human Subjects Use Requirements
(Applicable only to federally funded agreements/grants in which performance, directly or through a
subcontract/subaward, includes any tests or examination of materials derived from the human
body.)
By signing this Agreement, Subcontractor 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
ATTACHMENT B I SPECIAL SUBCONTRACT TERMS AND CONDITIONS Page 12 of 31
examinations are performed shall meet the requirements of 42 U.S.C. Section 263a (CLIA) and the
regulations thereunder.
17. Debarment and Suspension Certification
(Applicable to all agreements funded in part or whole with federal funds.)
a. By signing this Agreement, the Subcontractor agrees to comply with applicable federal
suspension and debarment regulations including, but not limited to 2 CFR 180, 2 CFR 376
b. By signing this Agreement, the Subcontractor 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) violation of Federal or State antitrust statutes; commission of embezzlement, theft, forgery,
bribery, falsification or destruction of records, making false statements, tax evasion, receiving
stolen property, making false claims, obstruction of justice, or the commission of any other offense
indicating a lack of business integrity or business honesty that seriously affects its business
honesty;
(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
(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) Have not, within a three-year period preceding this application/proposal/agreement, engaged in
any of the violations listed under 2 CFR Part 180, Subpart C as supplemented by 2 CFR Part 376.
(6) 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.
(7) 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 Subcontractor is unable to certify to any of the statements in this certification, the
Subcontractor shall submit an explanation to AHP and the DHCS Program Contract Manager.
d. The terms and definitions herein have the meanings set out in 2 CFR Part 180 as
supplemented by 2 CFR Part 376.
e. If the Subcontractor knowingly violates this certification, in addition to other remedies available
to the Federal Government, the DHCS may terminate this Agreement for cause or default.
18. Smoke-Free Workplace Certification
(Applicable to federally funded agreements/grants and subcontracts/subawards, that provide
health, day care, early childhood development services, education or library services to children
ATTACHMENT B I SPECIAL SUBCONTRACT TERMS AND CONDITIONS Page 13 of 31
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 leaed or contracted for by an
entitiy 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 eith directly or though 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 facilites 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, Subcontractor or Grantee 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. Subcontractor or Grantee further agrees that it will insert this certification into any subawards
(subcontracts or subgrants)entered into that provide for children's services as described in
the Act.
19. Covenant Against Contingent Fees
The Subcontractor 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 Subcontractor for the purpose of securing business. For breach or
violation of this warranty, AHP shall have the right to annul this Agreement without liability or inits
descretion to deduct from the Agreement price or consideration, or otherwise recover, the fully
amount of such commission, percentage, and brokerage or contingent fee.
20. Payment Withholds
(Applicable only if a final report is required by this Agreent. Not applicable to government entitities)
Unless waived or otherwise stipulated in this Agreement, AHP may, at its discretion, withold 10
percent (10%)of the face amount of the Agreement, 50 percent (50%)of the final invoice, or$3,000
whichever is greater, until AHP receives a final report that meets the terms, conditions and/or scope
of work requirements of this Agreement.
21. INTENTIONALLY DELETED
22. 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.
23. Four-Digit Date Compliance
(Applicable to agreements in which Technology (IT)services are provided to AHP or if IT equipment
is procured.)
Subcontractor warrants that it will provide only Four-Digit Compliant (as defined below) Deliverables
and/or services to the State. "Four Digit Date compliant" Deliverables and services can accurately
ATTACHMENT B I SPECIAL SUBCONTRACT TERMS AND CONDITIONS Page 14 of 31
process, calculate, compare, and sequence date data, including without limitation date data arising
out of or relating to leap years and changes in centuries. This warranty and representation is
subject to the warranty terms and conditions of this Agreement and does not limit the generality of
warranty obligations set forth elsewhere herein.
24. Prohibited Use of State Funds for Software
(Applicable to agreements in which computer software is used in performance of the work.)
Subcontractor certifies that I has appropriate systems and controls in place to ensure that state
funds will not be used in the performance of this Agreement fo the acquisition, operation or
maintenance of computer software in violation of copyright law.
25. Use of Small, Minority Owned and Women's Businesses
(Applicable to that portion of an agreement that is federally funded and entered into with institutions
of higher education, hospitals, nonprofit organizations or commercial businesses.)
Positive efforts shall be made to use small businesses, minorty-owned firms and women's business
enterprised, whenever possible (i.e. procurement of goods and/or services). Subcontractors 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.
3.Consider in the contract process whether firms competing for larger contracts intended 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.
26. Alien Ineligibility Certification
(Applicable to sole proprietors entering federally funded agreements.)
By signing this Agreement, the Subcontractor certifies that he/she is not an alien that is ineligible for
state and local benefits, as defined in Subtitle B of the Personal Responsibility and Work
Opportunity Act. (8 U.S.C. 1601,et seq.)
27. Union Organizing
(Applicable only to grant agreements.)
Subgrantee, by signing this Agreement, hereby acknowledges the applicability of Government
Code Sections 16645 through 16649 to this Agreement. Furthermore, Subgrantee, by signing this
Agreement hereby certifies that:
d. No state funds disbursed by this grant will be used to assist, promote, or deter union
organizing.
e. Subgrantee shall account for state funds disbursed for a specific expenditure by this grant, tos
how those funds were allocated to that expenditure.
f. Subgrantee shall, where state funds are not designated as described in herein, allocate,
on a pro-rata basis, all disbursements that support the grant program.
g. If Subgrantee makes expenditures to assist, promote or deter union organizing, Subgrantee
will maintain records sufficient to show that no state funds were used for those expenditures,
and that Subgrantee shall provide those records to the Attorney General upon request.
28. Agreement Uniformity(Fringe Benefit Allowability)
(Applicable only to nonprofit organizations.)
ATTACHMENT B I SPECIAL SUBCONTRACT TERMS AND CONDITIONS Page 15 of 31
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, DHCS 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
Subcontractor 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. Directors and executive committee member's fees.
3. Incentive awards and/or bonus incentive pay.
4. Allowances for off-site pay.
5. Location allowances.
6. Hardship pay.
7. Cost-of-living differentials.
c.Specific allowable fringe benefits include:
1. Fringe benefits in the form of employer contributions for the employer's potion 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 Subcontract.
e. Subcontractor agrees that all fringe benefits shall be at actual cost.
29. Suspension or Stop Work Notification
a. AHP may, at any time, issue a notice to suspend performance or stop work under this
Agreement. The initial notification may be a verbal or written directive issued by the funding
Program's Contract Manager. Upon receipt of said notice, the Subcontractor is to suspend
and/or stop all, or any part, of the work called for by this Agreement.
b. Written confirmation of the suspension or stop work notification with directions as to what
work (if not all) is to be suspended and how to proceed will be provided within 30 working
days of the verbal notification. The suspension or stop work notification shall remain in effect
until further written notice is received from AHP. The resumption of work (in whole or part)
will be at AHP's discretion and upon receipt of written confirmation.
(1) Upon receipt of a suspension or stop work notification, the Subcontractor shall
immediately comply with its terms and take all reasonable steps to minimize or halt the
incurrence of costs allocable to the performance covered by the notification during the
period of work suspension or stoppage.
(2) Within 90 days of the issuance of a suspension or stop work notification, AHP shall
either:
(a) Cancel, extend, or modify the suspension or stop work notification; or
ATTACHMENT B I SPECIAL SUBCONTRACT TERMS AND CONDITIONS Page 16 of 31
(b) Terminate the Agreement as provided for in the Cancellation / Termination clause of
the Agreement.
c. If a suspension or stop work notification issued under this clause is canceled or the period of
suspension or any extension thereof is modified or expires, the Subcontractor may resume
work only upon written concurrence of AHP.
d. If the suspension or stop work notification is cancelled and the Agreement resumes, changes
to the services, deliverables, performance dates, and/or agreement terms resulting from the
suspension or stop work notification shall require an amendment to the Agreement.
e. If a suspension or stop work notification is not canceled and the Agreement is cancelled or
terminated pursuant to the provision entitled Cancellation / Termination, AHP shall allow
reasonable costs resulting from the suspension or stop work notification in arriving at the
settlement costs.
f. AHP shall not be liable to the Subcontractor for loss of profits because of any suspension or
stop work notification issued under this clause.
30. Public Communications
"Electronic and printed documents developed and produced, for public communications shall follow
the following requirements to comply with Section 508 of the Rehabilitation Act and the American
with Disabilities Act:
A. Ensure visual-impaired, hearing impaired and other special needs audiences
are provided material information in formats that provide the most assistance
in making informed choices."
31. Compliance with Statutes and Regulations
a. The Subcontractor shall comply with all California and federal law, regulations, and published
guidelines, to the extend that these authorities contain requirements applicable to
Subcontractor's performance under the Agreement.
b. These authorities include, but are not limited to, Title 2, Code of Federal Regulations (CFR)
Part 200, subpart F, Appendix II; Title 42 CFR Part 431; subpart F; Title 42 CFR Part 433,
subpart D; Title 42 CFR 434; Title 45 CFR Part 75, subpart D; and title 45 CFR Part 95,
subpart F. To the extent applicable under federal law, this Agreement shall incorporate the
contractual provisions in these federal regulations and they shall supersede any conflicting
provisions in this Agreement.
32. 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., are 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 Attachment2, 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 an agreement,
or grant or any extension or amendment of that agreement, or grant, which would
ATTACHMENT B SPECIAL SUBCONTRACT TERMS AND CONDITIONS Page 17 of 31
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 from 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 individual(s) influencing or attempting to
influence a covered federal action; or
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 AHP Contract Office or Project
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.
33. Avoidance of Conflicts of Interest by Subcontractor
1. AHP intends to avoid any real or apparent conflict of interest on the part of the
Subcontractors, or employees, officers and Directors of the subcontractors. This AHP
reserves the right to determine, at its sole discretion, whether any information, assertion or
claim received from any source indicates the existence of a real or apparent conflict of
interest; and, if a conflict is found to exist, to require the Subcontractor to submit additional
information or a plan for resolving the conflict, subject to AHP review and prior approval.
2. Conflicts of interest include, but are not limited to:
a. An instance where the subcontractor has an interest, financial or otherwise,
whereby the use or disclosure of information obtained while performing services
under the Agreement would allow for private or personal benefit or for any
purpose that is contrary to the goals and objectives of the Agreement.
b. An instance where the subcontractor's employees, officers, or Directors use their
positions for purposes that are, or give the appearance of being, motivated by a
desire for private gain for themselves or others, such as those with whom they
have family, business or other ties.
3. If AHP is or becomes aware of a known or suspected conflict of interest, the
Subcontractor will be given an opportunity to submit additional information or to resolve
the conflict. A Subcontractor with a suspected conflict of interest will have five (5)working
days from the date of notification of the conflict by AHP to provide complete information
ATTACHMENT B I SPECIAL SUBCONTRACT TERMS AND CONDITIONS Page 18 of 31
regarding the suspected conflict. If a conflict of interest is determined to exist by AHP and
cannot be resolved to the satisfaction of AHP, the conflict will be grounds for terminating
the Agreement. AHP may, at its discretion upon receipt of a written request from the
Subcontractor, authorize an extension of the timeline indicated herein.
34. Subcontractor Conduct and Filing Requirements
A. When a Subcontractor performs work on DHCS premises, the Subcontractor shall follow
and adhere to all DHCS policies and procedures including, but not limited to, those
governing health and safety, nondiscrimination, appropriate vehicle use, travel
reimbursement, security and confidentiality of information, incompatible activities,
acceptable employee conduct, information technology protocols and requirements,
workplace violence prevention, and conflict of interest filing instructions (if
applicable). Subcontractors may not access DHCS confidential, personal, or
sensitive information until they have been trained on the DHCS policies and
procedures for information privacy and security and sign a Confidentiality
Statement. The training may be accomplished through ton-line Privacy/Security
Training on the DHCS intranet.
B. Certain Subcontractors designated by the DHCS' Conflict of Interest Code are required to
complete and file a Statement of Economic Interests, Form 700. The
Subcontractor agrees that if the Director of DHCS or his/her designee determines
that a Statement of Economic Interests, Form 700, is required based upon the
nature of the services that are to be performed, the Subcontractor shall be so
notified by DHCS and the Subcontractor shall obtain a Form 700 and filing
instructions from DHCS' Personnel Office or the Fair Practices Commission and
fully complete the Form 700. The Subcontractor shall file the completed Form 700
in a timely manner with the DHCS Personnel Office and submit a copy to the
DHCS Program Contract Manager. Failure to obtain, complete or file a Form 700
in a timely manner as instructed by DHCS, may result in immediate contract
termination or Subcontract substitution/replacement.
35. Prohibited Follow-on Subcontracts
A. No person, firm or subsidiary thereof who has been awarded a subcontract
agreement may submit a bid for, nor be awarded an agreement for, the provision
of services, procurement of goods or supplies, or any other related action which is
required, suggested, or otherwise deemed appropriate in the end production of
this Subcontract agreement.
B. Paragraph A does not apply at any person, firm or subsidiary thereof who is
awarded a subcontract agreement which totals more than 10 percent of the total
monetary value of the consulting services agreement.
C. Paragraphs A and B do not apply to subcontract agreements subject to
Chapter 10 (commencing with Section 4525) of Division 5 of Title 1 of the
Government Code.
ATTACHMENT B I SPECIAL SUBCONTRACT TERMS AND CONDITIONS Page 19 of 31
State of California
Department of Health Care Services
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 of 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 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 agreeement, 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 subcontractors, subgrants, and contracts under grants
and 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 prequisite 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.
Brian Pacheco
Name of Subcontractor Printed Name of Person Signing for Subcontractor
L OL
Contract/Grant Number Signature of Person Signing for Subcontractor
Chairman of the Board of Supervicnrc of the
County of Fresno ATTEST:
BERNICE E.SEIDEL
Date Title Clerk of the Board of Supervisors
County of Fresno,State of California
After execution by or on behalf of Subcontractor, please return to: By Deputy
Advocates for Human Potential, Inc. (on behalf of California Department of Health Care 5ervicesl
ATTACHMENT B I SPECIAL SUBCONTRACT TERMS AND CONDITIONS Page 20 of 31
CERTIFICATION REGARDING LOBBYING
Complete this form to disclose lobbying activities pursuant to 31 U.S.C. 1352
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
d.Loan For Material Change Only:
e.Loan guarantee Year Quarter
Date of Last Report
f.Loan insurance
4. Name and Adress of Reporting Entity: 5.If Reporting Entity in No.4 is a Subawardee,Enter
Name and Address of Prime:
❑Prime ❑ Subawardee ADVOCATES FOR HUMAN POTENTIAL, INC. (AHP)
Tier ,if known 490-B Boston Post Road, Sudbury, MA 01776-3365
Congressional District,if known:
Congressional District,if known: 5th
6. Federal Department/Agency: 7.Federal Program Name/Description:
CFDA Number,if applicable,
8. Federal Action Number,if known: 9.Award Amount,if known:
10a.Name and Address of Lobbying Registrant b.Individuals Performing Services(including address
(If individual,last name,first name,MI): if different from 10a.
The County of Fresno (Last name,First name,MI):
2281 Tulare Street
Fresno,CA 93721
11.Information requested through this form is
authorized by title 31 U.S.C. section 1352. This Signature:_ iL il�_
disclosure of lobbying actitivites is a material
representation of fact upon which reliance was placed by Print Name: Brian Pacheco
the tier above when this transaction was made or entered Chairman of the Board of Supervisors of the
into. This disclosure is required pursuant to 31 U.S.C. Title: County of Fresno
1352. This information will be available for public
inspection. Any person that fails to file the required Telephone No. 559-600-t000
disclosure shall be subject to a not more than$100,000 ATTEST:
for each such failure. Date:_ 9 �a7.0 "a. 2- BERNICE E.SEIDEL
Clerk of the Board of Supervisors
County of Fresno,State of California
By_ ilR Deputy
ATTACHMENT B I SPECIAL SUBCONTRACT TERMS AND CONDITIONS Page 21 of 31
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 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 Contress 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 followup report caused by a material change to the
information previously reported, enter the year and quarter in which the change ocurred. Enter the date and of the
last previously submitted report by this reporting entity for this covered Federal action.
4. Enter the full name, address, city, State 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 first 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.
6. Enter the name of the Federal agency making the award or loan commitment. Include at least one organizational
level below agency name, in 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); 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 acton 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).
11.The certifying official shall sign and date the form, print his/her name,title and telephone number.
According to the Paperwork Reduction Act,as amended, no persons are required to respond to a collection of
information ulenss it displys a valid OMB Control Number.The valid OMB control number for this information
collection is OMN 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.
ATTACHMENT B I SPECIAL SUBCONTRACT TERMS AND CONDITIONS Page 22 of 31
Travel Reimbursement Information
(Lodging and Per Diem Reimbursement- Effective for travel on/after January 1, 2021)
1. The following rate policy is to be applied for reimbursing the travel expenses of persons under contract.
The terms "contract" and/or"subcontract" have the same meaning as "grantee" and/or"subgrantee"
where applicable.
a. Reimbursement for travel and/or per diem shall be at the rates established for non-
represented/excl used state employees. Exceptions to California Department of Human
Resources (CaIHR) lodging rates may be approved by the Department of Health Care
Services (DHCS) upon the receipt of a statement on/with an invoice indicating that State
employee travel rates are not available.
b. Short Term Travel is defined as a 24-hour period, and less than 31 consecutive days, and
is at least 50 miles from the main office, headquarters, or primary residence. Starting time
is whenever a contract or subcontract employee leaves his or her home or headquarters.
"Headquarters" is defined as the place where the contracted personnel spend the largest
portion of their working time and returns to upon the completion of assignments.
Headquarters may be individually established for each traveler and approved verbally or
in writing by the program funding the agreement. Verbal approval shall be followed up in
writing or email.
c. Contractors on travel status for more than one 24-hour period and less than 31
consecutive days may claim a fractional part of a period of more than 24 hours. Consult
the chart appearing on Page 2 of this document to determine the reimbursement
allowance. All lodging reimbursement claims must be supported by a receipt*. If a
contractor does not or cannot present receipts, lodging expenses will not be reimbursed.
1) Lodging(with receipts*):
Travel Location/Area Reimbursement
Rate
AH counties(except the counties identified below) $ 90.00 plus tax
Counties of Sacramento, Napa, Riverside $ 95.00 plus tax
Marin $110.00plustax
Counties of LosAngeles(except Cityof Santa $120.00 plus tax
Monica), Orange,Ventura, and Edwards AFB
Counties of Monterey and San Diego $125.00 plus tax
CountiesofAlameda,San Mateo,and Santa Clara $140.00 plustax
City of Santa Monica $150.00plustax
San Francisco $250.00 plustax
Reimbursementfor actual bdgi ng expenses that exceed the above amounts maybe allowedwiththe
advance approval of the Deputy Directorof DHCS or his or herdesignee. Receipts are required.
*Receipts from Internet lodging reservation services such as Priceline.com which require prepayment
for that service, ARE NOT ACCEPTABLE LODGING RECEIPTS and are not reimbursable without a
valid lodging receipt from a lodging establishment
ATTACHMENT B I SPECIAL SUBCONTRACT TERMS AND CONDITIONS Page 23 of 31
2.) Meal/Supplemental Expenses: With substantiating receipts, a contractor may claim
actual expenses. Incurred up to the following maximum reimbursement rates for each
full 24-hour period of travel.
Meals/Expense Reimbursement Rate
Breakfast $7.00
Lunch $11.00
Dinner $23.00
Incidental expenses $5.00
d. Out-of-state travel may only be reimbursed if such travel is necessitated by the scope or
statement of work and has been approved in advance by the program with which the
contract is held. For out-of-state travel, contractors may be reimbursed actual lodging
expenses, supported by a receipt, and may be reimbursed for meals and supplemental
expenses for each 24-hour period computed at the rates listed in c. (2) above. For all out-
of-state travel, contractors/subcontractors must have prior DHCS written or verbal
approval. Verbal approval shall be confined in writing (email or memo).
e. In computing allowances for continuous periods of travel of less than 24 hours, consult
the Per Deim Reimbursement Guide.
f. No meal or lodging expenses will be reimbursed for any period of travel that occurs within
normal working hours unless expenses are incurred at least 50 miles from headquarters.
2. If any of the reimbursement rates stated herein is changed by CaIHR, no formal contract amendment
will be required to incorporate the new rates. However, DHCS shall inform the subcontractor, in
writing, of the revised travel reimbursement rates and the applicable effective date of any rate
change. At DHCS' discretion, changes or revisions made by DHCS to this exhibit, excluding travel
reimbursement policies established by CaIHR may be applied retroactively to any agreement to which
a Travel Reimbursement Information exhibit is attached, incorporated by reference, or applied by
DHCS program policy. Changes to the travel reimbursement rates stated herein may not be applied
earlier than the date a rate change is approved by CalHR.
3. For transportation expenses. The subcontractor must retain receipts for parking; taxi, airline, bus, or
rail tickets; car rental; or any other travel receipt pertaining to each trip for attachment to an invoice as
substantiation for reimbursement. Reimbursement may be requested for commercial carrier fares;
private car mileage; parking fees; bridge tolls; taxi, bus, or streetcar fares; and auto rental fees when
substantiated by a receipt.
4. Auto mileage reimbursement: If a subcontractor uses his/her or a company car for transportation, the
rate of reimbursement will be 0.56 cents maximum per mile. If a subcontractor uses his/her or a
company car"in lieu or airfare, the air coach fare will be the maximum paid by the State. The
subcontractor must provide a cost comparison upon request by the State. Gasoline and routine
automobile repair expenses are not reimbursable.
5. The subcontractor is required to furnish details surrounding each period of travel. Travel expense
reimbursement detail may include, but not be limited to purpose of travel, departure and return times,
destination points, miles driven, mode of transportation, etc. Reimbursement for travel expenses may
be withheld pending receipt of adequate travel documentation.
6. Subcontractors are to consult with program funding the contract to obtain specific invoicing
procedures.
ATTACHMENT B I SPECIAL SUBCONTRACT TERMS AND CONDITIONS Page 24 of 31
Per Diem Reimbursement Guide
Length of Meal allowed
travel And this condition exists: with receipt:
period:
Less than • Trip begins at or before 6:00 a.m. and ends at or after Breakfast
24 9:00 a.m.
hours
• Trip ends at least one hour after the regularly scheduled Dinner
workday ends or begins at or before 4:00 p.m. and ends
after 7:00 p.m.
Lunch or Incidentals cannot be claimed on one-day trips.
24 hours or • Trip begins at or before 6:00 a.m Breakfast
more 0 Trip begins at or before 11:00 a.m. Lunch
• Trip begins at or before 5:00 p.m. Dinner
More than • Trip ends at or after 8:00 a.m.
Breakfast
24 hours
• Trip ends at or after 2:00 p.m. Lunch
Trip ends at or after 7:00 p.m Dinner
The following meals may not be claimed for reimbursement: meals provided by the State, meals included
in hotel expenses or conference fees, meals included in transportation costs such as airline tickets, or
meals that are otherwise provided. Snacks and/or continental breakfasts such as rolls,juice, and coffee
are not considered to be a meal.
No meal expense may be claimed for reimbursement more than once in any given 24-hour period.
ATTACHMENT B I SPECIAL SUBCONTRACT TERMS AND CONDITIONS Page 25 of 31
Business Associate Agreement ("BAA") Addendum
1. This Agreement has been determined to constitute a business associate relationship under the
Health Insurance Portability and Accountability Act (HIPAA)and its implementing privacy and
security regulations at 45 Code of Federal Regulations, Parts 160 and 164 (collectively, and as used
in this Agreement).
2 The term "Agreement" as used in this document refers to and includes both this BAA Addendum and
the contract to which this BAA is attached as an addendum/exhibit, if any.
3 For purposes of this Agreement, the term "Business Associate" shall have the same meaning as set
forth in 45 CFR section 160.103.
4 Subcontractor, the Covered Entity, understands that Business Associate (ADVOCATES FOR
HUMAN POTENTIAL, "AHP") may create, receive, maintain, transmit to the California Department
of Health Care Services (DHCS)or aggregate certain information pursuant to the terms of this
Agreement, some of which information may constitute Protected Health Information (PHI)and/or
confidential information protected by federal and/or state laws.
4.1 As used in this Agreement and unless otherwise stated, the term "PHI" refers to and
includes both "PHI" as defined at 45 CFR section 160.103 and Personal Information (PI) as
defined in the Information Practices Act (IPA)at California Civil Code section 1798.3(a). PHI
includes information in any form, including paper, oral, and electronic.
4.2 As used in this Agreement, the term "confidential information" refers to information not
otherwise defined as PHI in Section 4.1 of this Agreement, but to which state and/or federal
privacy and/or security protections apply.
5 Business Associate is acting on DHCS's behalf and provides services or arranges, performs, or
assists in the performance of functions or activities on behalf of DHCS, and may create, receive,
maintain, transmit, aggregate, use or disclose PHI (collectively, "use or disclose PHI") in order to
fulfill Business Associate's obligations under this Agreement. Business Associate and Subcontractor
are each a party to this Agreement and are collectively referred to as the "parties."
ra The terms used in this Agreement, but not otherwise defined, shall have the same meanings as
those terms in HIPAA and/or the IPA. Any reference to statutory or regulatory language shall be to
such language as in effect or as amended.
7. Permitted Uses and Disclosures of PHI by Business Associate. Except as otherwise indicated in
this Agreement, Business Associate may use or disclose PHI, inclusive of de-identified data derived
from such PHI, only to perform functions, activities or services specified in this Agreement on behalf
of Covered Entity, provided that such use or disclosure would not violate HIPAA or other applicable
laws if done by Business Associate.
7.1 Specific Use and Disclosure Provisions. Except as otherwise indicated in this
Agreement, Business Associate may use and disclose PHI if necessary for the proper
management and administration of the Business Associate or to carry out the legal
responsibilities of the Business Associate. Business Associate may disclose PHI for this
purpose if the disclosure is required by law, or the Business Associate obtains reasonable
assurances from the person to whom the information is disclosed that it will be held
confidentially and used or further disclosed only as required by law or for the purposes for
which it was disclosed to the person. The person shall notify the Business Associate of any
instances of which the person is aware that the confidentiality of the information has been
breached, unless such person is a treatment provider not acting as a business associate of
Business Associate.
ATTACHMENT B I SPECIAL SUBCONTRACT REQUIREMENTS (BAA Addendum) Page 26 of 31
8 Compliance with Other Applicable Law.
8.1 To the extent that other state and/or federal laws provide additional, stricter and/or more
protective (collectively, "more protective") privacy and/or security protections to PHI or other
confidential information covered under this Agreement beyond those provided through
HIPAA, Business Associate agrees:
8.1.1 To comply with the more protective of the privacy and security standards set forth in
applicable state or federal laws to the extent such standards provide a greater degree
of protection and security than HIPAA or are otherwise more favorable to the
individuals whose information is concerned; and
8.1.2 To treat any violation of such additional and/or more protective standards as a breach
or security incident, as appropriate, pursuant to Section 18 of this Agreement.
8.2 Examples of laws that provide additional and/or stricter privacy protections to certain types of
PHI and/or confidential information, as defined in Section 4. of this Agreement, include but
are not limited to the Information Practices Act, California Civil Code sections 1798-1798.78,
Confidentiality of Substance Use Disorder Patient Records, 42 CFR Part 2, Welfare and
Institutions Code section 5328, and California Health and Safety Code section 11845.5.
8.3 If Business Associate is a Qualified Service Organization (QSO) as defined in 42 CFR
section 2.11, Business Associate agrees to be bound by and comply with subdivisions (2)(i)
and (2)(ii) under the definition of QSO in 42 CFR section 2.11.
9 Additional Responsibilities of Business Associate.
9.1 Nondisclosure. Business Associate shall not use or disclose PHI or other confidential
information other than as permitted or required by this Agreement or as required by law.
9.2 Safeguards and Security.
9.2.1 Business Associate shall use safeguards that reasonably and appropriately protect
the confidentiality, integrity, and availability of PHI and other confidential data and
comply, where applicable, with subpart C of 45 CFR Part 164 with respect to
electronic PHI, to prevent use or disclosure of the information other than as provided
for by this Agreement. Such safeguards shall be based on applicable Federal
Information Processing Standards (FIPS) Publication 199 protection levels.
9.2.2 Business Associate shall, at a minimum, utilize an industry-recognized security
framework when selecting and implementing its security controls, and shall maintain
continuous compliance with its selected framework as it may be updated from time to
time. Examples of industry-recognized security frameworks include but are not limited
to:
9.2.2.1 NIST SP 800-53 - National Institute of Standards and Technology Special
Publication 800-53
9.2.2.2 FedRAMP - Federal Risk and Authorization Management Program
9.2.2.3 PCI - PCI Security Standards Council
9.2.2.4 ISO/ESC 27002 - International Organization for
Standardization/International Electrotechnical Commission standard 27002
9.2.2.5 IRS PUB 1075- Internal Revenue Service Publication 1075
ATTACHMENT B I SPECIAL SUBCONTRACT REQUIREMENTS (BAA Addendum) Page 27 of 31
9.2.2.6 HITRUST CSF - HITRUST Common Security Framework
9.2.3 Business Associate shall employ FIPS 140-2 compliant encryption of PHI at rest and
in motion unless Business Associate determines it is not reasonable and appropriate
to do so based upon a risk assessment, and equivalent alternative measures are in
place and documented as such. In addition, Business Associate shall maintain, at a
minimum, the most current industry standards for transmission and storage of PHI and
other confidential information.
9.2.4 Business Associate shall apply security patches and upgrades, and keep virus
software up to date, on all systems on which PHI and other confidential information
may be used.
9.3. Business Associate's Agent. Business Associate shall ensure that any agents,
subcontractors, subawardees, vendors or others (collectively, "agents")that use or disclose
PHI and/or confidential information on behalf of Business Associate agree to the same
restrictions and conditions that apply to Business Associate with respect to such PHI and/or
confidential information.
10. Mitigation of Harmful Effects. Business Associate shall mitigate, to the extent practicable, any
harmful effect that is known to Business Associate of a use or disclosure of PHI and other
confidential information in violation of the requirements of this Agreement.
11. Access to PHI. Business Associate shall make PHI available in accordance with 45 CFR section
164.524.
12 Amendment of PHI. Business Associate shall make PHI available for amendment and incorporate
any amendments to PHI in accordance with 45 CFR section 164.526.
13 Accounting for Disclosures. Business Associate shall make available the information required to
provide an accounting of disclosures in accordance with 45 CFR section 164.528.
14 Compliance with DHCS Obligations.To the extent Business Associate is to carry out an obligation
under 45 CFR Part 164, Subpart E, Business Associate shall comply with the requirements of the
subpart that apply in the performance of such obligation.
15 Access to Practices, Books and Records. Business Associate shall make its internal practices,
books, and records relating to the use and disclosure of PHI on behalf of Covered Entity available to
Covered Entity upon reasonable request, and to the federal Secretary of Health and Human Services
for purposes of determining compliance with 45 CFR Part 164, Subpart E.
16 Return or Destroy PHI on Termination; Survival.At termination of this Agreement, if feasible,
Business Associate shall return or destroy all PHI and other confidential information received from,
or created or received by Business Associate on behalf of, Covered Entity that Business Associate
still maintains in any form and retain no copies of such information. If return or destruction is not
feasible, Business Associate shall notify Covered Entity of the conditions that make the return or
destruction infeasible and Business Associate and Covered Entity shall determine the terms and
conditions under which Business Associate may retain the PHI. If such return or destruction is not
feasible, Business Associate shall extend the protections of this Agreement to the information and
limit further uses and disclosures to those purposes that make the return or destruction of the
information infeasible.
17. Special Provision for SSA Data. If Business Associate receives data from or on behalf of Covered
Entity that was verified by or provided by the Social Security Administration (SSA data) and is
subject to an agreement between Covered Entity, Business Associate shall provide, upon request by
Covered Entity, a list of all employees and agents who have access to such data.
18 Breaches and Security Incidents. Business Associate shall implement reasonable systems for
the discovery and prompt reporting of any breach or security incident, and take the following steps:
ATTACHMENT B I SPECIAL SUBCONTRACT REQUIREMENTS (BAA Addendum) Page 28 of 31
18.1 Notice to Covered Entity.
9.2.5 Business Associate shall notify Covered Entity immediately upon the discovery of a
suspected breach or security incident that involves SSA data. This notification will
be provided by email upon discovery of the breach. If Business Associate is unable
to provide notification by email, then Business Associate shall provide notice by
telephone to Covered Entity.
9.2.6 Business Associate shall notify Covered Entity within 24 hours by email (or by
telephone if Business Associate is unable to email Covered Entity)of the discovery
of the following, unless attributable to a treatment provider that is not acting as a
business associate of Business Associate:
18.1.2.1 Unsecured PHI if the PHI is reasonably believed to have been accessed
or acquired by an unauthorized person;
18.1.2.2 Any suspected security incident that risks unauthorized access to PHI
and/or other confidential information;
18.1.2.3 Any intrusion or unauthorized access, use or disclosure of PHI in
violation of this Agreement; or
18.1.2.4 Potential loss of confidential information affecting this Agreement.
Upon discovery of a breach or suspected security incident, intrusion or unauthorized
access, use or disclosure of PHI, Business Associate shall take:
9.2.7 Prompt action to mitigate any risks or damages involved with the security incident or
breach; and
9.2.8 Any action pertaining to such unauthorized disclosure required by applicable federal
and state law.
18.2 Investigation. Business Associate shall immediately investigate such security incident or
confidential breach.
18.3 Complete Report. Business Associate shall provide a complete report of the investigation
to Covered Entity contacts within ten (10)working days of the discovery of the security
incident or breach. This"Final PIR" must include any applicable additional information not
included in the Initial Form. The Final PIR Form shall include an assessment of all known
factors relevant to a determination of whether a breach occurred under HIPAA and other
applicable federal and state laws. The report shall also include a full, detailed corrective
action plan, including its implementation date and information on mitigation measures taken
to halt and/or contain the improper use or disclosure. If Covered Entity requests information
in addition to that requested through the PIR form, Business Associate shall make
reasonable efforts to provide Covered Entity with such information. A"Supplemental PIR"
may be used to submit revised or additional information after the Final PIR is submitted.
Covered Entity will review and approve or disapprove Business Associate's determination
of whether a breach occurred, whether the security incident or breach is reportable to the
appropriate entities, if individual notifications are required, and Business Associate's
corrective action plan.
ATTACHMENT B I SPECIAL SUBCONTRACT REQUIREMENTS (BAA Addendum) Page 29 of 31
9.2.9 If Business Associate does not complete a Final PIR within the ten (10)working day
timeframe, Business Associate shall request approval from Covered Entity within
the ten (10)working day timeframe of a new submission timeframe for the Final
PIR.
18.4 Notification of Individuals. If the cause of a breach is attributable to Business Associate
or its agents, other than when attributable to a treatment provider that is not acting as a
business associate of Business Associate, Business Associate shall notify individuals
accordingly and shall pay all costs of such notifications, as well as all costs associated with
the breach. The notifications shall comply with applicable federal and state law. DHCS shall
approve the time, manner and content of any such notifications, and DHCS's review and
approval must be obtained before the notifications are made.
18.5 Responsibility for Reporting of Breaches to Entities Other than Covered Entity. If
the cause of a breach of PHI is attributable to Business Associate or its agents, other than
when attributable to a treatment provider that is not acting as a business associate of
Business Associate, Business Associate is responsible for all required reporting of the
breach as required by applicable federal and state law.
Ila Responsibility of Covered Entity. Covered Entity agrees to not request the Business Associate
to use or disclose PHI in any manner that would not be permissible under HIPAA and/or other
applicable federal and/or state law.
20 Audits, Inspection and Enforcement.
20.1 If Business Associate is the subject of an audit, compliance review, investigation or any
proceeding that is related to the performance of its obligations pursuant to this Agreement
or is the subject of any judicial or administrative proceeding alleging a violation of HIPAA,
Business Associate shall promptly notify Covered Entity unless it is legally prohibited from
doing so.
21. Termination.
21.1 Termination for Cause. Upon Covered Entity's knowledge of a violation of this
Agreement by Business Associate, Covered Entity may in its discretion:
21.1.1 Provide an opportunity for Business Associate to cure the violation and terminate
this Agreement if Business Associate does not do so within the time specified by
Covered Entity; or
21.1.2 Terminate this Agreement if Business Associate has violated a material term of this
Agreement.
21.2 Judicial or Administrative Proceedings. Covered Entity may terminate this Agreement
if Business Associate is found to have violated HIPAA, or stipulates or consents to any
such conclusion, in any judicial or administrative proceeding.
22 Miscellaneous Provisions.
22.1 Disclaimer. Covered Entity makes no warranty or representation that compliance by
Business Associate with this Agreement will satisfy Business Associate's business needs
or compliance obligations. Business Associate is solely responsible for all decisions made
by Business Associate regarding the safeguarding of PHI and other confidential
information.
ATTACHMENT B I SPECIAL SUBCONTRACT REQUIREMENTS (BAA Addendum) Page 30 of 31
22.2 Amendment.
22.2.1 Any provision of this Agreement that is in conflict with current or future applicable
federal or state laws is hereby amended to conform to the provisions of those laws.
Such amendment of this Agreement shall be effective on the effective date of the
laws necessitating it and shall be binding on the parties even though such
amendment may not have been reduced to writing and formally agreed upon and
executed by the parties.
22.2.2 Failure by Business Associate to take necessary actions required by amendments
to this Agreement under Section 22.2.1 shall constitute a material violation of this
Agreement.
22.3 Assistance in Litigation or Administrative Proceedings. Business Associate shall
make itself and its employees and agents available to Covered Entity at no cost to Covered
Entity to testify as witnesses, or otherwise, in the event of litigation or administrative
proceedings being commenced against Covered Entity, its directors, officers and/or
employees based upon claimed violation of HIPAA that involves inactions or actions by the
Business Associate.
22.4 No Third-Party Beneficiaries. Nothing in this Agreement is intended to or shall confer
upon any third person any rights or remedies whatsoever.
22.5 Interpretation. The terms and conditions in this Agreement shall be interpreted as
broadly as necessary to implement and comply with HIPAA and other applicable laws.
22.6 No Waiver of Obligations. No change, waiver or discharge of any liability or obligation
hereunder on any one or more occasions shall be deemed a waiver of performance of any
continuing or other obligation, or shall prohibit enforcement of any obligation, on any other
occasion.
ATTACHMENT B I SPECIAL SUBCONTRACT REQUIREMENTS (BAA Addendum) Page 31 of 31
Attachment C
Subcontractor Certification
Subcontractor Certification Clause
CCC 04/2017
CERTIFICATION
I, the official named below, CERTIFY UNDER PENALTY OF PERJURY that I am duly
authorized to legally bind the prospective Subcontractor to the clause(s) listed below.
This certification is made under the laws of the State of California.
Subcontractor/Bidder Firm Name Federal ID Number
The County of Fresno
By (Authorized Signature) ATTEST:
BERNICE E.SEIDEL
Clerk of the Board of Supervisors
County of Fresno,State of California
By � � Deputy
Printed Name and Title of Person Signing
Brian Pacheco, Chairman of the Board of Supervisors of the County of Fresno
Date Executed Executed inthe County of
4 —.20_ Fresno
SUBCONTRACTOR CERTIFICATION CLAUSES
PART I - STATEMENT OF COMPLIANCE:
Subcontractor has, unless exempted, complied with the nondiscrimination program
requirements. (GC 12990 (a-f) and CCR,Title 2, Section 11102) (Not applicable to public
entities.)
PART II - DRUG-FREE WORKPLACE REQUIREMENTS:
Subcontractor 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 maybe imposed upon employees for drug abuse violations.
ATTACHMENT C SUBCONTRACTOR CERTIFICATION
C) Every employee who works on the proposed Agreement will:
1. Receive a copy of the company's drug-free policystatement;and,
2. agree to abide by the terms of the company's statement as a condition of
employment on the Agreement.
Failureto complywith these requirements may result insuspension of payments undertheAgreementor
termination of the Agreement or both and Subcontractor may be ineligible for award of any future State
agreements if the department determines that any of the following has occurred:(1)the Subcontractor
has made false certification,or violated the certification byfailing to carry outthe requirements as noted
above.(GC8350 etseq.)
NATIONAL LABOR RELATIONS BOARD CERTIFICATION:
Subcontractor certifies that no more than one (1)final unappealable finding of contempt of court by a
Federal court has been issued against Subcontractor within the immediately preceding two-year
period because of Subcontractors failure to comply with an order of a Federal court which orders
Subcontractor to comply with an order of the National Labor Relations Board. (PCC 10296) (Not
applicableto public entities.)
SUBCONTRACTS FOR LEGAL SERVICES$50,000 OR MORE-PRO BONO REQUIREMENT
Subcontractor hereby certifies that subcontractor will comply with the requirements of Section
6072 of the Business and Professions Code, effective January 1,2003.
Subcontractor agrees to make a good faith effort to provide a minimum number of hours of pro
bono legal services during each year of the Agreement 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 Agreement period of less than a full year or 10% of its Agreement
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.
EXPATRIATE CORPORATIONS:
Subcontractor 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.
SWEATFREE CODE OF CONDUCT:
a. All Subcontractors 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 Agreement, declare under penalty of perjury that
no apparel, garments or corresponding accessories, equipment, materials, or supplies
furnished to the state pursuant to the Agreement 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
subcontractor 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 subcontractor agrees to cooperate fully in providing reasonable access to the
ATTACHMENT C SUBCONTRACTOR CERTIFICATION
subcontractor'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 subcontractor's compliance with the requirements
under paragraph (a).
DOMESTIC PARTNERS
For agreements of$100,000 or more, Subcontractor certifies that Subcontractor is in compliance with
Public Contract Code section 10295.3.
GENDER IDENTITY
For agreements of$100,000 or more, Subcontractor certifies that Subcontractor 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.
CONFLICT OF INTEREST:
Subcontractor needs to be aware of the following provisions regarding current orformer state employees. If
Subcontractor has any questions on the status of any person rendering services or involved with the
Agreement, the awarding agency must be contacted immediately for darification.
a. Current State Employees(PCC 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 regularstate 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.
b. Former State Employees (PCC 10411):
1. Forthe two-year period from the date heorshe left state employment, no former state
officer or employee may enter into an Agreement 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 Agreement while employed in any capacity byanystate
agency.
2. For thetwelve-month periodfrom the date heorshe left state employment, no former state
officer or employee may enter into an Agreement 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 Agreement within the 12-month period prior to his or her
leaving state service.
If Subcontractor violates any provisions of above paragraphs,such action by S u bcontractor shall renderthis
Agreement void.(PCC 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 paymentfor perdiem.
(PCC 10430(e))
LABOR CODE/WORKERS COMPENSATION:
Subcontractor needs to be aware of the provisions which require every employer to be insured against liabilityfor
Worker's Compensation orto undertake self-insurance in accordance with the provisions, and Subcontractor
affirms to comply with such provisions before commencing the performance of the work of this Agreement.
(Labor Code Section 3700)
ATTACHMENT C SUBCONTRACTOR CERTIFICATION
AMERICAN WITH DISABLITIES ACT:
Subcontractor assuresthe Statethat it complies with the Americans with Disabilities Act(ADA) of 1990, which
prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines
issued pursuant to the ADA.(42 U.S.C. 12101 et seq.)
SUBCONTRACTORS NAME CHANGE:
An amendment is required to change the Subcontractor's name as listed on this Agreement. Upon receipt of
legal documentation of the name change the State will process the amendment. Payment of invoices
presented with a new name cannot be paid prior to approval of said amendment.
CORPORATE QUALIFICATION TO DO BUSINESS IN CALIFORNIA:
a) When agreements areto be performed in the state by corporations, the contracting agencies
will be verifying that the subcontractor is currently qualified to do business in California in
order to ensure that all obligations due to the state are fulfilled.
b) "Doing business" is defined in R&TC Section 23101 as actively engaging in any transaction
for the purpose of financial or pecuniary gain or profit. Although there are some statutory
exceptions to taxation, rarely will a corporate subcontractor performing within the state not
be subject to the franchise tax.
c) Both domestic and foreign corporations(those incorporated outside of California) must be in
good standing in order to be qualified to do business in California. Agencies will determine
whether a corporation is in good standing by calling the Office of the Secretary of State.
RESOLUTION:
A county, city,district, or other local public body must provide the State with a copy of a resolution, order,
motion, or ordinance of the local governing body which by law has authority to enter into an agreement,
authorizing execution of the agreement.
AIR OR WATER POLLUTION VIOLATION:
Under the State laws. the Subcontractor shall not be:(1) in violation of any order or resolution not subject
to review promulgated by the State Air Resources Board or an air pollution control district; (2) subject to
cease and desist order not subject to review issued pursuant to Section 13301 of the Water Code for
violation of waste discharge requirements or discharge prohibitions; or(3)finally determined to be in
violation of provisions of federal law relating to air or water pollution.
PAYEE DATA RECORD FORM STD. 204:
This form must be completed by all subcontractors that are not another state agency or other
government entity.
1.CALIFORNIA CIVIL RIGHTS LAWS: For Agreement executed or renewed after January 1, 2017,
the subcontractor certifies compliance wih 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 DISCRIMINATION POLICIES For Agreements executed or renewed after January 1,
2017, if a con Subcontractor has an internal policy against a sovereign nation or peoples recognized
by the United States government, the Subcontractor certifies that such policies are not used in
violation of the Unruh Civil Rights Act Act(Section 51 of the Civil Code) and the Fair Employment
and Housing Act(Section 12960 of the Government Code).
ATTACHMENT C SUBCONTRACTOR CERTIFICATION
ATTACHMENT D
STATEMENT OF WORK
Agency Name: County of Fresno Department of Behavioral Health
Implementation SOW Start Date: September 15, 2021
Implementation SOW End Date: June 30, 2025
Item Billing Code Description/Deliverable Amount Due
Date
1. 7460.01-0002 INFRASTRUCTURE Behavioral Health Continuum Infrastructure 3/31/22
Quarter 2 Project(BHCIP)Funds $6,930.00
1/1/22- Equipment/Property Purchases
3/31/22 0 Three (3) laptops/tablets @ $2,310.00 each
ctivities/Deliverables that build the CCMU Infrastructure $72,932.75
a. Vehicle related costs for CCMU ($6,464.70)
Lease three (3) sedan vehicles; pay for fuel,
Department of Motor Vehicle (DMV) licensing, Global
Positioning System (GPS)tracking, auto insurance, and
minor maintenance for three (3) months
b. Field Communications for CCMU ($643.50)
Purchase three (3) cell phones and cell service for three
three (3) months
C. Trainings ($53,625.00)
Provide Crisis Intervention Team (CIT) for Youth
train-the-trainer series for clinicians and other staff
who respond to crisis calls or provide post-crisis care
coordination and case management activities in the
community.
d. Data Collection,Analysis and Quarterly Reporting for
CCMU ($12,199.55)
Collect and analyze data, file required reports
2. 7460.01- DIRECT SERVICES Coronavirus Response and Relief 3/31/22
0002 Supplementation Appropriations Act(CRRSAA)Funds
Quarter 2 Deliver Mobile Crisis Response Services through one (1)team $39,376.00
1/1/22- Hire:
3/31/22 Three (3) full-time employees with title of Case Manager
Provide assistance with emergency housing, transportation,
food and fuel.
3. 7460.01- INFRASTRUCTURE(BHCIP Funds) 6/30/22
0002 ctivities/Deliverables that build the CCMU Infrastructure
Quarter 3 a. Vehicle related costs for CCMU ($6,464.70) $72,932.75
4/1/22— Pay lease, fuel, DMV licensing, GPS tracking, auto
6/30/22 insurance, & minor maintenance for three (3) months
b. Field Communications for CCMU ($643.50)
Provide three (3) cell phones and cell phone service for
three (3) months
C. Trainings ($53,625.00)
Conduct CIT for Youth training series for 50 CCMU staff,
ATTACHMENT D STATEMENT OF WORK
county-employed and county-contracted clinicians,
case managers/peer support staff and law
enforcement.
d. Data Collection,Analysis and Quarterly Reporting for
CCMU ($12,199.55)
Collect and analyze data,file required reports
4. 7460.01- DIRECT SERVICES(CRRSAA Funds) 6/30/22
0002 Deliver Mobile Crisis Response Services through one (1)team
Quarter 3 Ongoing salary for Case Managers $39,376.00
4/1/22— Provide assistance with emergency housing, transportation,
6/30/22 food and fuel.
Year 1 Total $231,547.50
5. 7460.01- INFRASTRUCTURE(BHCIP Funds) 9/30/22
0002 ActivitieslDeliverables that build the CCMU Infrastructure
Quarter 4 a. Vehicle related costs for CCMU ($3,232.35) $36,466.38
7/1/22— Pay lease, fuel, DMV licensing, GPS tracking, auto
9/30/22 insurance, & minor maintenance x three (3) months
b. Field Communications for CCMU ($321.75)
Provide three (3) cell phones and cell phone service for
three (3) months
C. Trainings ($26,812.50)
Conduct CIT for Youth training series for 50 CCMU staff,
county-employed and county-contracted clinicians,
case managers/peer support staff and law
enforcement.
d. Data Collection,Analysis and Quarterly Reporting for
CCMU ($6,099.78)
Collect and analyze data,file required reports
6. 7460.01- DIRECT SERVICES(CRRSAA Funds) 9/30/22
0002 Deliver Mobile Crisis Response Services through one (1)team
Quarter 4 Ongoing salaries for Case Managers $39,176.00
7/1/22— Provide assistance with emergency housing, transportation,
9/30/22 food and fuel.
7. 7460.01-0002 INFRASTRUCTURE(BHCIP Funds) 12/31/22
Quarter 5 ActivitieslDeliverables that build the CCMU Infrastructure
10/1/22— a. Vehicle related costs for CCMU ($3,232.35) $36,466.38
12/31/22 Pay lease, fuel, DMV licensing, GPS tracking, auto
insurance, & minor maintenance, 3 months
b. Field Communications for CCMU ($321.75)
Provide three (3) cell phones and cell phone service for
three (3) months
C. Trainings ($26,812.50)
Conduct CIT for Youth training series for 50 CCMU staff,
county-employed and county-contracted clinicians,
case managers/peer support staff and law
enforcement.
d. Data Collection,Analysis and Quarterly Reporting for
CCMU ($6,099.78)
Collect and analyze data,file required reports
ATTACHMENT D STATEMENT OF WORK
8. 7460.01-0002 DIRECT SERVICES(CRRSAA Funds) 12/31/22
Quarter 5 Deliver Mobile Crisis Response Services through one (1)team
10/1/22— Ongoing salaries for Case Managers $39,176.00
12/31/22 Provide assistance with emergency housing, transportation,
food and fuel.
9. 7460.01- INFRASTRUCTURE(BHCIP Funds) 3/31/23
0002 ctivities/Deliverables that build the CCMU Infrastructure
Quarter 6 a. Vehicle related costs for CCMU ($3,232.35) $36,466.37
1/1/23— Pay lease, fuel, DMV licensing, GPS tracking, auto
3/31/23 insurance, & minor maintenance x three (3) months
b. Field Communications for CCMU ($321.75)
Provide three (3) cell phones and cell phone service for
three (3) months
c. Trainings ($26,812.50)
Conduct CIT for Youth training series for 50 CCMU staff,
county-employed and county-contracted clinicians,
case managers/peer support staff and law
enforcement.
d. Data Collection,Analysis and Quarterly Reporting for
CCMU ($6,099.77)
Collect and analyze data,file required reports
10. 7460.01- DIRECT SERVICES(CRRSAA Funds) 2/14/23
0002 Deliver Mobile Crisis Response Services through one (1)team $19,588.00 (Partial
Quarter 6 Ongoing salaries for Case Managers Quarter)
(Partial) Provide assistance with emergency housing, transportation,
1/1/23— food and fuel.
2/14/23
11. 7460.01- INFRASTRUCTURE(BHCIP Funds) 6/30/23
0002 ctivities/Deliverables that build the CCMU Infrastructure
Quarter 7 a. Vehicle related costs for CCMU ($3,232.35) $36,466.37
4/1/23— Pay lease, fuel, DMV licensing, GPS tracking, auto
6/30/23 insurance, & minor maintenance x three (3) months
b. Field Communications for CCMU ($321.75)
Provide three (3) cell phones and cell phone service for
three (3) months
c. Trainings ($26,812.50)
Conduct CIT for Youth training series for 50 CCMU staff,
county-employed and county-contracted clinicians,
case managers/peer support staff and law enforcement
d. Data Collection,Analysis and Quarterly Reporting for
CCMU ($6,099.77)
Collect and analyze data,file required reports
Year 2 Total $243,805.50
ATTACHMENT D STATEMENT OF WORK
12. 7460.01- INFRASTRUCTURE(BHCIP Funds) 9/30/23
0002 ActivitieslDeliverables that build the CCMU Infrastructure
Quarter 8 a. Trainings ($33,000.00) $34,760.50
7/1/23— Conduct CIT for Youth training series for 50 CCMU staff,
9/30/23 county-employed and county-contracted clinicians,
case managers/peer support staff and law enforcement
b. Data Collection,Analysis and Quarterly Reporting for
CCMU ($1,760.50)
Collect and analyze data,file required reports
13. 7460.01- INFRASTRUCTURE(BHCIP Funds) 12/31/23
0002 ctivities/Deliverables that build the CCMU Infrastructure
Quarter 9 a. Trainings ($33,000.00) $34,760.50
10/1/23— Conduct CIT for Youth training series for 50 CCMU staff,
12/31/23 county-employed and county-contracted clinicians,
case managers/peer support staff and law enforcement
b. Data Collection,Analysis and Quarterly Reporting for
CCMU ($1,760.50)
Collect and analyze data,file required reports
14. 7460.01- INFRASTRUCTURE(BHCIP Funds) 3/31/24
0002 ctivities/Deliverables that build the CCMU Infrastructure
Quarter 10 a. Trainings ($33,000.00) $34,760.50
1/1/24— Conduct CIT for Youth training series for 50 CCMU staff,
3/31/24 county-employed and county-contracted clinicians,
case managers/peer support staff and law enforcement
b. Data Collection,Analysis and Quarterly Reporting for
CCMU ($1,760.50)
Collect and analyze data,file required reports
15. 7460.01- INFRASTRUCTURE(BHCIP Funds) 6/30/24
0002 ActivitieslDeliverables that build the CCMU Infrastructure
Quarter 11 a. Trainings ($33,000.00) $34,760.50
4/1/24— Conduct CIT for Youth training series for 50 CCMU staff,
6/30/24 county-employed and county-contracted clinicians,
case managers/peer support staff and law enforcement
b. Data Collection,Analysis and Quarterly Reporting for
CCMU ($1,760.50)
Collect and analyze data,file required reports
Year 3 Total $139,042.00
16. 7460.01- INFRASTRUCTURE(BHCIP Funds) 9/30/24
0002 ActivitiesIDeliverables that build the CCMU Infrastructure
Quarter 12 a. Trainings ($33,000.00) $34,760.50
7/1/24— Conduct CIT for Youth training series for 50 CCMU staff,
9/30/24 county-employed and county-contracted clinicians,
case managers/peer support staff and law enforcement
b. Data Collection,Analysis and Quarterly Reporting for
CCMU ($1,760.50)
Collect and analyze data,file required reports
17. 7460.01- INFRASTRUCTURE(BHCIP Funds) 12/31/24
0002 ActivitieslDeliverables that build the CCMU Infrastructure
Quarter 13 a. Trainings ($33,000.00) $34,760.50
10/1/24- 1 Conduct CIT for Youth training series for 50 CCMU staff,
ATTACHMENT D STATEMENT OF WORK
12/31/24 county-employed and county-contracted clinicians,
case managers/peer support staff and law enforcement
b. Data Collection,Analysis and Quarterly Reporting for
CCMU ($1,760.50)
Collect and analyze data,file required reports
18. 7460.01- INFRASTRUCTURE(BHCIP Funds) 3/31/25
0002 ctivities/Deliverables that build the CCMU Infrastructure
Quarter 14 a. Trainings ($33,000.00) $34,760.50
1/1/25— Conduct CIT for Youth training series for 50 CCMU staff,
3/31/25 county-employed and county-contracted clinicians,
case managers/peer support staff and law enforcement
b. Data Collection,Analysis and Quarterly Reporting for
CCMU ($1,760.50)
Collect and analyze data,file required reports
19. 7460.01- INFRASTRUCTURE(BHCIP Funds) 6/30/25
0002 ctivities/Deliverables that build the CCMU Infrastructure
Quarter 15 a. Trainings ($33,000.00) $34,760.50
4/1/25— Conduct CIT for Youth training series for 50 CCMU staff,
6/30/25 county-employed and county-contracted clinicians,
case managers/peer support staff and law enforcement
b. Data Collection,Analysis and Quarterly Reporting for
CCMU ($1,760.50)
Collect and analyze data,file required reports
Year 4 Total $139,042.00
CONTRACT TOTAL: $753,437.00
ATTACHMENT D STATEMENT OF WORK
ATTACHMENT E
PAYMENT SCHEDULE
COUNTY OF FRESNO DEPARTMENT OF BEHAVIORAL HEALTH
Description Invoice Description Amount
Estimated
Equipment Upon Completion of purchase with receipt for $6,930.00
goods/equipment
Total Equipment $6,930.00
Quarter#/Date Range Invoice Description Amount of
Invoice
Quarter 2: 1/01/22 — 3/31/22 Progress Report detailing progress made $72,932.75
towards Deliverable 1
Quarter 2: 1/01/22 — 3/31/22 Progress Report detailing progress made $39,376.00
towards Deliverable 2 (CRRSAA funds)
Quarter 3: 04/01/22 — 6/30/22 Progress Report detailing progress made $72,932.75
towards Deliverable 3
Quarter 3: 04/01/22 — 6/30/22 Progress Report detailing progress made $39,376.00
towards Deliverable 4 (CRRSAA funds)
Quarter 4: 07/01/22 — 9/30/22 Progress Report detailing progress made $36,466.38
towards Deliverable 5
Quarter 4: 07/01/22 — 9/30/22 Progress Report detailing progress made $39,176.00
towards Deliverable 6 (CRRSAA funds)
Quarter 5: 10/01/22 — 12/31/22 Progress Report detailing progress made $36,466.38
towards Deliverable 7
Quarter 5: 10/01/22 — 12/31/22 Progress Report detailing progress made $39,176.00
towards Deliverable 8 (CRRSAA funds)
Quarter 6: 1/1/23 — 3/31/23 Progress Report detailing progress made $36,466.37
towards Deliverable 9
Quarter 6: 1/1/23 — 2/14/23 Progress Report detailing progress made $19,588.00
towards Deliverable 10 (CRRSAA funds)
Quarter 7: 4/1/23 — 6/30/23 Progress Report detailing progress made $36,466.37
towards Deliverable 11
Quarter 8: 07/01/23 — 9/30/23 Progress Report detailing progress made $34,760.50
towards Deliverable 12
Quarter 9: 10/01/23 — 12/31/23 Progress Report detailing progress made $34,760.50
towards Deliverable 13
Quarter 10: 1/1/24— 2/14/24 Progress Report detailing progress made $34,760.50
towards Deliverable 14
Quarter 11: 4/1/24 - 6/30/24 Progress Report detailing progress made $34,760.50
towards Deliverable 15
Quarter 12: 07/01/24— 9/30/24 Progress Report detailing progress made $34,760.50
towards Deliverable 16
Quarter 13: 10/01/24— 12/31/24 Progress Report detailing progress made $34,760.50
towards Deliverable 17
Quarter 14: 1/1/25— 2/14/25 Progress Report detailing progress made $34,760.50
towards Deliverable 18
Quarter 15: 4/1/25— 6/30/25 Progress Report detailing progress made $34,760.50
towards Deliverable 19
Total Deliverables and Other Directs $746,507.00
Total Deliverables, Other Direct and Equipment $753,437.00
ATTACHMENT E PAYMENT SCHEDULE
FOR FRESNO COUNTY ACCOUNTING USE ONLY:
Fund/Subclass: 0001/10000
Organization: 56302259 ($753,437)
Account/Program: 3535/0