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Agreement A-17-416 with CDPH for PHEP Funds (2).pdf
Agreement No.17-416 $1.4 M G"CALIFORNIA STANDARD AGREEMENT 610 2131 Rav 05M) _ REGISTRATION NUMBER AOREEOLNT NUMBER 17-10153 1. This Agreement is entered into between the State Agency and the Contractor named below: ilAru AGF:FICYS NAMe _ Olso rorarrod to as CDPH or vie Stara) California Department of Public Health C,,INl'RAMR'8 N AMA (Also roforred to as Contractor) Fresno County 2. The term of this July 1,2017 through June 30,2022 r� Agreement is: _ 3. The maximum amount $7,475,465.00 - of this Agreement is: Scvon Million Four Hundred Seventy Five Thousand rour�ltyr) Sixty Flva Oohars and No Cents 4. The parties agree to comply with the terms and conditions of the follow i�exhlblts, v3 q are by This reference made a Part of this Agreement. Exhibit A-Scope of Work 2 pages Attachment 1, Local Scope of Work 22 pages Exhibit B -Budget Detail and Payment Provisions m 5 pages Attachment 1, Local Budget Cost Sheet Years 1-5 ? 1 page Attachment 2, Payment Criteria 290, ��.``'� 1 page Exhibit D-Special Termsrand CO ditionsns Exhibit C General Terms and Cond kpreparedoe's 0 CFTC 4/",�-0t7 16 pages Exhibit E-Additional Provisions 3 pages Exhibit F-Federal Terms and Conditions 12 pages Exhibit G-Glossary of EPO Related Acronyms and Terms 11 pages Exhibit H—Contractor's Release 1 page Items shown above with an Asterisk(1), are hereby Inrorporated by reference and made pan of this agreement as If attached hereto These documen(s cart ba viewed a( wto MWITOV.L,1S dUS C.c UQv/.TaiY lnnl*Lern�lLagp IN WITNESS WHEREOF,this Agreement has been executed by the parties hereto. CONTRACTOR CaNromla Deparunen(of CONTRACTORS NAME molhor fhan on indwrdaal,xrars whef o a corporeuor,,pannorzho.erc 1 General Services Use Only Fresno County BY(A , e olrrnl DATE SIGNED/Do norlype) 7 ,rf rx Cb101 ri �PRINTED NAME AND TITLE OF PERSON SIGNING Brian Pacheco, Chairman, Ernest- Board of Supervisors A.DORESS 1221 Fulton Mall. Fresno, CA 93721: P.O. Box 11867_Fresno,_ YCA 93775 STATE OF CALIFORNIA AGENCY NAME y Cailfo nie Depaqment of Public Health BY(Au pn P (M nort/p0) PRINTC AME AN(U TIT OF PI NSO SIGNI t x ; Exempt per.F•ICS 101319 Jeff es, Chief, Cont cts Man emen nit ADORE 1616 Capitol Avenue, Suite 74.317, MS 1802, PO Box 997377 Sacramento, CA 95899-7377 - ATTEST: BERNICE E.SEIDEL,Clerk Board of Supervisors By De u Fresno County 17-10153 Exhibit A Scope of Work 1. Background This Agreement is made under authority of California Health and Safety Code, Sections 101315 to 101319. The State of California, Department of Public Health ("CDPH") receives federal funds from the National Hospital Preparedness Program and Public Health Emergency Preparedness Cooperative Agreement Programs, CDC-RFA-TP17- 1701, CFDA Number 93.074. The Legislature has appropriated the Federal funds to CDPH in the annual Budget Act for allocation by COPH to the local health jurisdiction and/or local entity. 2. Service Overview Contractor agrees to provide to the California Department of Public Health (CDPH)the services described herein, The Fresno County Emergency Preparedness (EP) program will, based upon their local program priorities, develop and implement specific activities in accordance with the requirements of the Centers for Disease Control and Prevention (CDC) Public Health Emergency Preparedness(PHEP) Capabilities, the Hospital Preparedness Program(HPP) Capabilities, and Pandemic Influenza (Pan Flu)Work Plans and the Local Grant Application Guidance (Guidance)for Financial Year(FY) 2017-22 by completing templates provided within the Guidance. For all funding streams, see Attachment A I: Scope of Work&Vork Plan 3. Service Location The services shall be performed at applicable facilities in Fresno County. 4. Service Hours The services shall be provided during normal Contractor working hours, Monday through Friday, excluding national and State holidays. 6. Services to be Performed The services to be performed by the Contractor and activities specified in the Application, Work Plans and Budgets submitted to CDPH which are incorporated by reference herein. 6. Project Representatives A. The project representatives during the term of this Agreement will be: Californea me'_n'_t'of—Public Health Fresno County EPO Contract Manager Name: Joe Prado Amy Johnson Telephone. (559) 600-3473 Telephone: (916) 650-6461 Fax- (559) 600-7636 Fax: (916) 650-6420 Email: iprado@oo.fresno.ca.us -Email:Amy.Johnson3acd h.ca.gov Page 1 of 2 Fresno County 17-10153 Exhibit A Scope of Work B. Direct all inquiries to: California Department of Public Health Fresno County Emergency Preparedness Office ;Department of Public Health Attention: Local Emergency Preparedness Community Health Division Section P.O. Box 11867 MS 7002 Fresno, CA 93775 P.O. Box 997377 Sacramento, CA 95899-7377 Telephone: (559) 600-3473 Fax: (559)600-7636 Telephone: (916)650-6416 Fax: (916) 650-6420 C. Either party may make changes to the information above by giving written notice to the other party. Said changes shall not require an amendment to this Agreement. 7. Required Deliverables for Program Review and Evaluation A. The Contractor will submit as deliverables to the Emergency Preparedness Office the following documents: 1) Contractor must submit semi-annual written progress reports and expenditure reports according to the schedule shown below. The purpose of the progress reports and expenditure reports are to document activities and expenditure of funds. Midyear: July I't- December 315:" Due Date: January 315t, annually Year-End: July Is'-June 30.h Due Date: August 1*`, annually 2) Each progress report shall include, but not be limited to, data and information required by statute (cost report and progress on program activities) and information needed to satisfy federal reporting and CDPH monitoring requirements; including, Performance Measures and other data as required in the federal funding announcement. The reports shall be submitted in accordance with procedures and a format required by CDPH. 8. Subcontracts Requirements Subcontracts with other governmental agencies may be allowed With prior CDPH approval. 9. Work Plan Requirements See the attached Exhibit A,Attachment 1 as follows for a detailed description of the services to be performed. 10. 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In no event shall the Contractor request reimbursement from the State for obligations entered into or for costs incurred prior to the commencement date or after the expiration of this Agreement. B, For services satisfactorily rendered, and upon receipt and approval of the invoices, CDPH agrees to compensate the Contractor for actual expenditures incurred in accordance with the amounts specified |n Attachment 1. of this Exhibit. C. Invoices shall include the Agreement Number and shall be submitted electronically not more frequently than quarterly in arrears to: California Department ofPublic Health Emergency Preparedness Office Attn* Local Management Unit KAS7OO2 P.O. Box SQ7377 Sacramento, CAg58y9-7377 D. HPP, PHEP. PsnF|u Invoices shall: 1) Be prepared and submitted in the format determined by EP(3. |f invoices are not on produced template invoices must be signed by an authorized official, emp|uyee, or agent certifying that the expenditures claimed represent actual expenses for the service performed under this agreement. 2) Bear the Contractor's name oy shown on the agreement. 3> Identify the billing and/or performance period covered by the invoice. 4) Itemize costs for the billing period in the same or greater level of detail as indicated in this agreement. Subject to the terms of this agnaemen|, reimbursement may only be sought for those costs and/or cost categories expressly identified as allowable inthis agreement and approved byCDPH. 2. Amounts Payable A. The maximum amount payable Linder this agreement shall not exceed the total sum of G7.475.465.00. The amounts payable under this agreements for Financial Years 1 through 5 (July 1, 2017 through June 30,2022) as identified by Attachment 1, of this Exhibit shall not exceed: 1. $5,398.440.O0. PHEPFunds. 2. $1.618.685.00. HPP Funds. 3. $460.460.00. Pandemic Influenza Funds. B. Reimbursement shall be made for allowable expenses Lip to the amount annually encumbered, commensurate with the state fiscal year in which services are performed andlor goods are received. C. Reconciliation with the payments shall be through a semi-annual expenditure report and an annual reconciliation report. These reports shall be submitted in accordance with timelines, formats and specifications Lnbmprovided by CDPH. Expenditure reports and annual should be electronically sent tmCOPH. Page 1of5 Fresno County 17-1O158 Exhibit B Budget Detail and Payment Provisions D. The Contractor must maintain records reflecting actual expenditures for each state fiscal year covered by the term of this Agreement. E. Contractor shall deposit funds received under this Agreement into separate accounts such that they can track and report on funds separately, and identify interest earned (according to Federal Regulation 2-CFR 200,305)from each funding stream of local public health preparedness for this purpose before transferring or expending the funds for any of the uses allowed pursuant tu this Agreement. COPHneqwires the Contractor to set up separate Federal Funds for CDC, MPP and Pan Flu funds. F� The interest earned on moneys in the accounts shall accrue to the benefit of the fund and shall be expended for the same purposes as other moneys in the fund, 3. Budget Contingency Clause A. It is mutually agreed that if the Budget Act of the current year and/or any subsequent years covered under this Agreement does not appropriate sufficient funds for the program, this Agreement shall beofno further force and effect. |n this event, the State shall have noliability to pay any funds whatsoever to Contractor or to furnish any other considerations under this Agreement and Contractor shall not be obligated to perform any provisions of this Agreement. B. If funding for any fiscal year is reduced or deleted by the Budget Act for purposes of this program, the State shall have the option to either cancel'his Agreement with noliability occurring to the State, or offer an agreement amendment to Contractor to reflect the reduced amount. 4. Prompt Payment Clause Payment will be made in accordance with, and within the time specified in, Government Code Chapter 4.5. commencing with Section y27, 5' Timely Submission of Final Invoice A. A final undisputed invoice shall be submitted for payment no more than thirty (30)calendar days following the expiration or termination date mfthis agreement, unless a later oralternate deadline is agreed tpin writing by the program contract manager. Said invoice should bw clearly marked'Final Invoice", indicating that all payment obligations of the State under this agreement have ceased and that no further payments are due or outstanding. The State may, at its discretion, choose not to honor any delinquent final invoice if the Contractor fails to obtain prior written State approval of an alternate final invoice submission deadline. B, The Contractor is hereby advised of its obligation to submit to'the state, with the final invoice, a onnop|«tad copy of the "Contractor's Release (Exhibit H)^. 6. Expense A||pmvabi|itw/Fiscal Documentation A. Funds mhoU not be used to supplant funding for existing |ave!a of services and ahmU only be used for the purposes specified in this Agreement. Page 2of5 Fresno County 17-10153 Exhibit 8 Budget Detail and Payment Provisions B. In executing this Agreement, Contractor agrees to comply with the terms and conditions of the Local Health Department and/or Local HCC Entity, the Local Grant Application Guidance for Financial Year's 2017-22, and the Work Plans and Budgets as approved by CDPH. C. Funds made available are limited to activities approved in the Work Plans and Budgets. Any changes to the Work Plans or Budgets need prior written approval from CDPH and funds may not be expended prior to such approval. D. Invoices, received from the Contractor and accepted for payment by the State, shall not be deemed evidence of allowable agreement costs. E. Contractor shall maintain for review and audit, and supply to CDPH upon request adequate documentation of all expenses claimed pursuant to this Agreement to permit a determination of expense allowability, F. If the allowability of an expense cannot be determined by the State because invoice detail, fiscal records, or backup documentation is nonexistent, or inadequate according to generally accepted accounting principles or practices, all questionable costs may be disallowed, and payment may be withheld by the State. Upon receipt of adequate documentation supporting a disallowed or questionable expense, reimbursement may resume for the amount substantiated and deemed allowable. 7. Recovery of Overpayments A. Contractor agrees that claims based upon the term of this agreement or an audit finding, and/or an audit finding that is appealed and upheld, will be recovered by the State by one of the following options: 1) Contractor's remittance to the State of the full amount of the audit exception within 30 days following the State's request for repayment; 2) A repayment schedule which is agreeable to both the State and the Contractor. B. The State reserves the right to select which option as indicated above in paragraph A will be employed and the Contractor will be notified by the State in writing of the claim procedure to be utilized. Q. 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 Contractor, beginning 30 days after Contractor's receipt of the State's demand for repayment. D. If the Contractor has filed a valid appeal regarding the report of audit findings, recovery of the overpayments will be deferred until a final administrative decision on the appeal has been reached. If the Contractor loses the final administrative appeal, Contractor shall repay, to the State, the over-claimed or disallowed expenses, plus accrued interest. Interest accrues from the Contractor's first receipt of State's notice requesting reimbursement of questioned audit costs or disallowed expenses. 8. Advance Payment Authority and Limitation A. Pursuant to Government Health and Safety Code Section 101 317(d) Funds appropriated pursuant to the annual Budget Act or another act for allocation to local health jurisdictions Pace 3 of 5 Fresno County 17-1O153 Exhibit B Budget Detail and Payment Provisions pursuant tn this article shall ba disbursed quarterly to local health jurisdictions beginning July 1. 2002. using the following process: 1) Each fiscal year, upon the submission of an application for funding by the administrative body ofa local health jurisdiction, the department shall make the first quarterly payment to each eligible local health jurisdiction. Subsequent payments will bn made pursuant tothis Agreement or an amendment to this agreement, and those payments-would not be advance payments,they would be quarterly allocations. 2) If the funding is increased by amendment in any year, CDPH may authorize subsequent advance payments on those amounts provided said cumulative advances do not exceed twenty-five percent(25%) of the Contractor's annual contract budget. $. Travel and Per Diem Reimbursement A. Any reimbursement for necessary travel and per them shall, unless otherwise specified in this /\gvaennent, beat the rates currently in effec(, as established by the California Department of Human Resources(Cal HR). |f the Cal HR rates change during the term of the Agreement,the new rates shall apply upon their effective date and no amendment to this Agreement shall be necessary. No travel outside the state of California shall be reimbursed without prior authorization from the CDPM. Verbal authorization should be confirmed in writing. Written authorization may beinm form including fax pr email confirmation. See Co|HR webwite: 10,A/|ovvab{m Line Item Shifts A. Subieottothe prior review and approval of the State. budget line item category shifts ofupto ten percent(10%) are allowed, so long as the annual agreement total neither increases nor decreases. B. Line item shifts meeting this criteria shall not require afmrrna| agreement amendment. C. The Contractor shall adhere to State requirements regarding the process requesting approval to line item shifts. D. Line item shifts may bepropoeedirequested by either the State orthe Contractor. 11. 4moountobi<ity Requirements A. CDPH may recoup funds that are not expended for purposes and tasks specified Vrauthorized bY this Agreement, an determined byCOPH. COPH will notify Contractor prior to taking any action torecoup such funds. B. C[)PH may withhold payments if the Contractor is not |n compliance with the terms and conditions of this Agreement or the approved Application, Work Plans and Budgets. CDPH may withhold payments if the Contractor cannot demonstrate progress toward protecting the jurisdiction from the threat ofm biotern/r|etattGck. infectious disease outbreak or other public health threat or emergency as described in its progress and expenditure reports. C[)PHmmay withhold or reduce payments if the Contractor's expenditure reports indicate that quarterly payments remain unspent, COPH will notify the Contractor prior bz withholding or reducing such payments, Page 4nf5 Fresno County 17-1O153 Exhibit Budget Detail and Payment Provisions C. Contractor shall return unexpended funds unless carry forward or extension of such funds is approved bvCDPHin accordance with Federal requirements. D. Contractor shall maintain the supporting documentation that substantiates all expenditure reports for a minimum of seven years and make them available for inspection and audit by CDPHor the Bureau of State Audits upon reasonable request. Lo s H Loto cv Al G'r R j �t'3 Q tey GL1 plia� vfl ? '* *0. 4R 19 ... r a'r. 'a.olg "rR ; 1 Mh CL7 to N to v ry� i 14- #R li# 65' � '�^ R/t 44 1 co cry c h. h us ee w r_ t4 cv, rn m arx T cc to al i P _ ui > u © < W W r cst, cn en afr vs va u3 Cis � f C7 us c C R? E 0 0 0 C) C? Cd 0 0 0 0 0 C# O CJ O N 4? 'r N 01 4 4 Ls2 t- CJ G 0 w oMO - n01Mf- M0 "r - �; rn cr h- C1 G +- V' In h- x- N R 07 cl C{J O Qrp�(� O 6 -Y 4 to (6 J W 0 '1 N C-ui ^ w. cAoacaoc � CSoocaC) 0CD � '� V+ sda CO V_ � �^. CC e;'4 V; V:13 e ra nc� rdr� vvs r- M _ as c E m P-, cc o U5 °' x 21 ua w z 9 L7 a 4 ? a4 0GO i p d tll F VJ C w cL m C1 ca �. c Ix 0 — tit! ,+ .c?QY� c D 4 co _p a a io rp W 4T 0. 5 E- w CI M o c E W � ' � 2 a rc� 4 t�={ v5 0 � �? L 9 u+ [u � � K? � u�� 0 ca s4o C1 1:71ts- O tom- c Fes- IBC- n eN CL a a+ a acr n Q C- 0 C7 V3 cL W CL Z CL W UJ O W 0. LL _j 0 1^ 0E- ►- F- h-? t] 4+7 h t1a E^^ F- Fresno County Exhibit B -Attachment 2 17-10153 Payment Criteria 2017-22 CDC Public Health Emergency Preparedness (PHEP). HHS Hospital Preparedness Program (HPP) Funding (CFD # 3.074) and Pandernic Influenza Fund 2017-22 Allocation Agreement t � � ttg vet * n..._ .. . . f tier Criteria CD PH roust receive the following- payment . Fully executed Contract(Year 1 only). . Receipt of all required application documents. • Approved HPP, PHEP,and Pan Flu Work Pian(s),as it applies. Approved HPP, PHEP,and Pan Flu Budget(s),as it applies. Payment Annual advance payment of 25%of initial HPP,PHEP,and/or Pan Flu F rnd aliocatinn, 2nd C€iteria CDPH must receive the follov ing: Quarter . 1st Ouarter Payment Criteria must be met Payment * Annual submission of prior year's HPP,PHEP,and/or Pan Flu Year End Progress and Expenditure Reports. • Contractor submits an invoice for approvable expenditures for a minimum of 25%of their initial allocation enough to cover the 01 advance payment. Payment Receipt of an invoice equivalent to the 01 advance payment, is a no payment. Any expenditures exceeding the Q1 advance payment will be paid from,funds expiring at the end of each fiscal year, in the appropriate category,first. rdOuarter I Criteria # '1st&2nd Payment Criteria must be mat, Payment . Annual receipt of current year's HPP.PHEP,and/or Parr Flu?amid-Year reports. • If funds are carried over from the previous year,the funds must be spent by a date determined by CDPH. Contractor Submits an invoice for approvable expenditures, Payment Additional expenditures will be paid from funds expiring at the end of each fiscal year,in the appropriate category, first 4th Quarter Criteria . 1st,2nd&3rd Payment Criteria must be met. Payment . Contractor Submits an invoice for approvable expenditures. Expenditures occurring on or by the end of each fiscal year(June 30), must be invoiced and submitted on the date determined by CCPH. Payment Additional expenditures will be paid from funds expiring at the end of each fiscal year, in the appropriates category, ]first- Carry Criteria F Carry-Forward funds must be expended by March 31,annually. Forward Payment(s) , Invoices for terry-fomard funds must be submitted to EPO by April 30, annually. Page 1 of 1 CCC 04/2017 CERTIFICATION ' I, the official named below, CERTIFY UNDER PENALTY OF PERJURY that I am duly authorized to legally bind the prospective Contractor to the clause(s) listed below. This certification is made under the laws of the State of California. Contractor/Bidder Firm Name (Printed) Federal ID Number County of Fresno 946000512 By (Authorized Signature) � ATTEST: BERNICE E.SEIDEL,Clerk Printed Name and Title of Person Signing Board of Supervisors By Brian Pacheco, Chairman, Board of Supervisors dz� p y Date Executed Executed in the County of Fresno CONTRACTOR CERTIFICATION CLAUSES 1. STATEMENT OF COMPLIANCE: Contractor has, unless exempted, complied with the nondiscrimination program requirements. (Gov. Code §12990 (a-f) and CCR, Title 2, Section 11102) (Not applicable to public entities.) 2. DRUG-FREE WORKPLACE REQUIREMENTS: Contractor will comply with the requirements of the Drug-Free Workplace Act of 1990 and will provide a drug-free workplace by taking the following actions: a. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations. b. Establish a Drug-Free Awareness Program to inform employees about: 1)the dangers of drug abuse in the workplace; 2)the person's or organization's policy of maintaining a drug-free workplace; 3) any available counseling,rehabilitation and employee assistance programs; and, 4)penalties that may be imposed upon employees for drug abuse violations. c. Every employee who works on the proposed Agreement will: 1) receive a copy of the company's drug-free workplace policy statement; and, 2) agree to abide by the terms of the company's statement as a condition of employment on the Agreement. Failure to comply with these requirements may result in suspension of payments under the Agreement or termination of the Agreement or both and Contractor may be ineligible for award of any future State agreements if the department determines that any of the following has occurred: the Contractor has made false certification, or violated the certification by failing to crry out the reqUircments as, noted above. �Gov. Code §8350 et ertl I I H seq) 3. NATIONAL LABOR RELA'riONS BOARD CERTIFICATION. Contractor certifies that 110 more than one(1) fill-d Unappealable finding of contempt of court by as Federal court has been issued against Contractor YvIthin the Uninediately preceding g two-year period because Of COMNICtOr'S failure to cornply-�vitfian order ol'a Federal Court. which orders Contractor to comply Nvith an order of the National Labor Relations Board. (Pub. ('011LI-act ("'OdC §10296) (Not applicable to public entities.) 4- CONTRACTS FOR LEGAL SERVICES S50.000 Olt MORE'- PRO 13QN0 RE U I REM FNT- Coll I I-aCLor hereby certifies that Contractor wl I I comply with the requirements of Section 6072 of the Business andProless Ions Code,effective January 1. 2)()()3- Contraetor agr;;,es is) make a good l*aith ellbrt,to provide a mininium number of hours, of I'VO b0110 legal SeMCCS dUl'iln-, each year of tile contract equal to (lie lessor ot'30 multiplied by the number ofLull rime attorneys in the firm s offices in the State, with the number of hours prorated oil an actual day basis for any contract period Of less dial full year or 10% ofitN contract with the State. Failure to make at izood 1111111 CI*I'C)Tt 1110,VIV Cause ['or 11011-relle NVU I ol'a state contract for leiLnfl services, and may b;-taken into account when determining (he award cat'future colAraets with [fie State I-Or IeLlal services, 5. EXPATRIATF CORPORATIONS: Contractor hereby declares that It is not an expatriate Corporation or subsidiary of an expatriate.coo-poratioil Withill tile. meannic, of PLII)HC Contract Cocle Section 10286 and 10286.1.and is eligible to contract wvjtjl the State ol'Callfiornia. 6—SWEATFREE-CODE OF CONDUCT: 3, All Contractors contracting for the procurement or laundering of apparel. garnients,or corresponding accessories. or the procurement oN-cluipment, materials, tar supplies, other tilall PrOCUMVICIlt related to a public works contract, declare under penalty ol'perjury that rio apparel, gamients or corresponding accessories, eqLliprnelllz materials. or supplies furnished ve to the Pursuant to the Contract a been laundered or produced in Whole or in part by sweatshop labor, ft-veed labor, convict labor., indentured labor under penal 1;anction, abUSiVC forms of child labor Or exploitation of children in svveatshop labor, or WILh the benefit ofsweatshop labor, rorced labor,convict labor, Indentured labor under pelial sanction, abUSIVe Corms ol'child labor or exploitation of'childreil in sw-eatshop labor. The contractor further declares under penalty ol'perjury (hat the-,, adhere to the Sweatt'ree Code of Conduct as set forth on the California Departilient or Industrial Relations web.site located at and Public Contract Code Section 6108. L), The contractor agrees to Cooperate fully in providing reasonable access to (lie contractor's records, dOCUIllelItS, agent-,;or employees, or premises Ifrea-,Onahly required by al.111101-iZed officials or the contracting agency. the Department ofl ndustrial Relations, or the Depailment of Justice to determine the contractor's compliance wvldi the reqUIEVInCIIIS under t .a paracraph ). C_ 7. DOMESTIC PARTNERS, For contracts of$100,000 or more, Contractor certifies that Contractor is in compliance with Public COliti-aCL Code section 10295.3, For contracts of S100,000 or more, C011tri-WL01-Ceillf-Wi that Contractor is In compliance w-ith Public Contract Code section 10295.35. DOING BUSINESS NVITUTHE STATE OF CALIFORNIA The followin- laws appty to parsons Or entities doing IN18ineSS With the State of Ca I i tor;I I a. 1. CONFLICT OF INTERY"'ST: Contractor needs to be aware of the following provisions regarding current or foriner suite employees. ll'Contractor has any ClUcStiOnS on file status of any person rendering services or involved with the Agreement, the nvarding agCIICY must be contacted immediately for clarification. Currem State Employees (Pub. Contract Code §104 10): I f. 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 eniployment, activity oi- eriterprise Is required as a condition of regular-state employment. 2). No officer or employee shall contract on lil,, or her own behall'as an independent contractor with any state agency to provide goods or services. Fortner State Frnployees (PUb- Contract Code §104t 1): 1). For the two-year period fi-orri the date he or she lCli State einplOV1110111, no fornier state officer or employee play enter into contract in which lie or engaged in am of the I - negodations, (Tansactions. planning, arrangements or any part ofthe decision-making process relevant to the contract while employed in any capacity by,any state agency. 2). For the twelve-month period from the date he or she left state employment, no former state officer or employee may enter into a contract with any state wi,,enev if lie or she was employed by that state agency in a policy-making position in the SaIlle gCIlCI_a1 SLIbjeCt area as the proposed contract within the 12-nionth period prior to his or her leaving state 6ery I ec. 11'Contractor violates any provisions of above paragraphs, Such action by Contractor shall render this Agreement void. (PlIh. Coll tract Code §10420) .Vlernbers 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, paviiientfor preparatory time and payment liar per diem. (.Pub. Contract Code §10430(e)) 2. LABOR (:O[)E?"W()RICERS'CO.MPENSA'I'ION: Contractor needs to be aware ol'LlIe provisions which require every employer to be insured against liability for Worker's Compensation or to Lindert ilco ,.,clf-iiistii-ance in accordance with the provisions, and Contractor affirms to comply willi SLICII provisions before corilmericing the perlorniance of the work of this Agreement. (Labor Code Section 3700) a. AN, ,IER[CANS WITH DISABILITIES ACT: Contractor assures the State that it complies with the Americans with Disabilities Act(ADA)of 1990, which prohibits diserlmjnatioil on the basis of disability, as wc1l as all applicable regulations and guidelines issued PUFSLiallt to the ADA. (42 U,S,C 12 101 eLSeq.) 4. CONTRACTOR NAME CHANIGE: An amendment is required to change the Contractor's panic as listed on this Agreement. Upon receipt of''legal documentation of the rianic change the State will process the amendment. Payment of invoices presented with a new naille cannot be paid prior to approval of said amendment. i. -NFSS IN CAUFORNIA: CORPORATE QIJALIFICATIONS TO DO RUSI a. When agreements are to be perl'ornied in the state by corporatioJI.S., the contracting agencies will be verifying that the contractor is currently qualified to do business in California in order to ensure that all obligations due 10 the state are fulfilled. b, "Doing business" is defined In R&TC Section 23 101 as actively engaging in any - - trM)SaCti011 for the purpose of Financial or pecuniary gaill or prol It. Although there Lire C" -I SCMIC Statutory eXCCptiOIIS to taxation, rarely will a corporate contractor perForming. within the slate not be -.�ubjject to the fi-anchise Ulm c. Both domestic and foreign corporations (those Incorporated outside of'Calil'ornia) inu.st be in gCalifornia. I good standing in order to be qualified to do business in Californi Agencies will determine whCLhcr 2 corporation IS in good Standing by calling the Office of the Secretary of State, 6. RESOLUTION: A county, city, district, or other local public body must provide the State with a copy of a resolUti011, order, motion, or ordinance ofthe local governing body which by lay-v has authority to enter into an ap-rcenient, authorizing CXCCUtiOn Of the agreement. �. 7. AIR OR WATER POLLUTION VIOLATION: Under the State laws, the Contractor shall not be: (1) in violation of any order or resolution neat subject it) review prol7711.110ated by the. State Air Resources Board or an air pollution control district; (2) subjject to cease and desist order not subject to review issued purstiant to Section 131301 of the Water Code For violation of wastedischarge re(ILIII-eillerILS or discharge prohibitions; or(3) knally determ i tied to be in violation of provisions of federal law relating to air or water P0111.1tiOn. K PAYEE DATA RECORD FORM STD. 11 04: This form Must be completed by all contractors that,are not another state --I agency or other-overnment.al entity. C- Fresno County 17-10153 Exhibit D Special Terms and Conditions (For Subventiontocai Assistance Agreements) The provisions herein apply to this Agreement unless the provisions are removed by reference, the provisions are superseded by an a4ernate provision appearing elsewhere in this Agreement, or the applicable conditions do not exist_ Indexof Special Terms and Conditions 1. Procurement Rules 11, Officials Not to Benefit 2- Equipment Ownership 1 Inventory 1 12_ Prohibited Use of State Funds,for Softivare Disposition '11 Contract Uniformity (Fringe Benefit 3. Subcontract Requirements Allowability) 4. Incorne. Restrictions 14. Cancellation 5- Site Inspection 6- Intellectual Property Rights 7- Prior Approval of Training Seminars, Workshops or Conferences 8. Confidentiality of Inforrnation 9 Doc-uments, Publications, and Written Reports 10- Dispute Resolution Process Page 1 of Ito' Exhibit D Special Terms and Conditions 1. Procurement Rules (Applicable to all agreements in which equipment, property, commodities and/or supplies are furnished by CDPH or expenses for said items are reimbursed with state or federal funds.) a. Equipment definitions Wherever the term equipment/property is used, the following definitions shall apply: (1) Major equipmentiproperty: A tangible or intangible item having a base unit Cost Of 11,000 or more with a life expectancy of one (1) year or more and is either furnished by CDPH or the cost is reimbursed through this Agreement. Software and videos are examples of intangible items that meet this definition. (2) Minor equipment/property. A tangible item having a base unit cost of less than $5,000 with a life expectancy of one (1) year or more and is either furnished by CDPH or the cost is reimbursed through this Agreement. b- Government and public entities (including state collegesluniversities and auxiliary organizations), whether acting as a contractor. may secure all commodities, supplies, equipment and services related to such purchases that are required in performance of this Agreement. Said procurements are subject to Paragraphs d through g of this provision. Paragraph c of this provision shall also apply, if equipment purchases are delegated to subcontractors that are nonprofit organizations or commercial businesses. U. Nonprofit organizations and commercial businesses, whether acting as a contractor and/or subcontractor, may secure commodities, supplies, equipment and services related to such purchases for performance Linder this Agreement. (1) Equipment purchases shall not exceed $50,000 annually. To secure equipment above the annual maximum limit of $50,000; the Contractor shall make arrangements through the appropriate CDPH Program Contract Manager, to have all remaining equipment purchased through CDPH's Purchasing Unit. The cost of equipment purchased by or through CDPH shall be deducted from the funds available in this Agreement. Contractor shall submit to the CDPH Program Contract Manager a list of equipment specifications for those items that the State must procure. The State may pay the vendor directly for such arranged equipment purchases and title to the equipment will remain with CDPFl. The equipment will be delivered to the Contractor's address, as stated on the face of the Agreement, unless the Contractor notifies the CDPH Program Contract Manager, in writing, of an alternate delivery address. (2) All equipment purchases are subject to paragraphs d through 9 of this provision- Paragraph b of this provision shall also apply, if equipment purchases are delegated to subcontractors that are either a government or public entity. (3) Nonprofit organizations and commercial businesses, shall use a procurement system that rneets the following standards: (all Maintain a code or standard of conduct that shall govern the performance of its Officers, Page 2 of 16 Exhibit D Special Terms and Conditions employees, or agents engaged in awarding procurement contracts. No employee, officer, or agent shall participate in the selection, award. or administration of a procurement, or bid contract in which, to his or her knowledge, he of she has a financial interest. (b) Procurements shall be conducted in a manner that provides. to the MaXiMUM extent practical, open, and free competition. (c) Procurements shall be conducted in a manner that provides for all of the following: [1] Avoid purchasing unnecessary or duplicate items. [2] Equipment solicitations shall be based upon a clear and accurate description of the, technical requirements of the goods to be procured- [3] Take positive steps to utilize small and veteran owned businesses, d, Unless waived or otherwise Stipulated in writing by CDPH, prior written authorization from the appropriate CDPH Program Contract Manager will be required before the Contractor will be reimbursed for any purchase exceeding $2,500 or more for commodities, supplies, equipment, and services related to such purchases. The Contractor must provide in its request for authorization all particulars necessary, as specified by CDPH, for evaluating the necessity or desirability of incurring such costs. The term "purchase" excludes the purchase of services from a subcontractor and public utility services at rates established for uniform applicability to the general public, In -special circumstances, determined by CDPH (e.g., when CDPIA has a need to monitor certain purchases, etc-), CDPH may require prior written authorization and/or the submissionof paid vendor receipts for any purchase, regardless of dollar amount. CDPFI reserves the right to either deny claims for reimbursement or to request repayment for any Contractor purchase that CDPH determines to be unnecessary in carrying out performance Under this Agreement. f The Contractor must maintain a copy or narrative description of the procurement system, guidelines, rules, or regulations that will be used to make purchases under this Agreement. The State reserves the right to request a copy of these documents and to inspect the purchasing practices of the Contractor at any time. g- For all purchases, the Contractor must maintain copies of all paid vendor invoices, documents, bids and other information used in vendor selection, for inspection or audit- Justifications supporting the absence of bidding (i-e-, Sole SOU(Ge purchases) shall also be maintained on file by the Contractor for inspection or audit. 2. Equipment Ownership /inventory/ Disposition (Applicable to agreements in which equipment and/or property is furnished by CDPH and1or when said items are purchased or reimbursed with state) a Wherever the terms equipment and/or property are used in this provision, the definitions in provision 1. paragraph a,, shall apply. Unless otherwise stipulated in this Agreement, all equipment and/or property that are Page 3 of 16 Exhibit D Special Terms and Conditions purchasedireimbursed with agreement funds or furnished by CDPH under the terns of this Agreement shall be considered state equipment and the property of CDPH. (1) CDPH requires the reporting, tagging and annual inventorying of all equipment and/or property that is furnished by CDPH of purchasedireirribursed with funds provided through this Agreement. Upon receipt of equipment and/or properly, the Contractor shall report the receipt to the CDPH Program Contract Manager. To report the receipt of said iterns and to receive property tags, Contractor shall use a form or format designated by CDPH's Asset Management- Unit- If the appropriate form (i.e., Contractor Equipment Purchased with CDPH Funds) does not accompany this Agreement. Contractor shall request a copy from the CDPH Program Contract Manager, (2) If the Contractor enters into an agreement with a term of more than twelve months, the Contractor shall submit an annual inventory of state equipment and/or property to the CDPH Program Contract Manager using a form or format designated by CDPH's Asset Management Unit, If an inventory report form (i.e., Inventory/Disposition of CDPH-Funded Equipment) does not accompany this Agreement, Contractor shall request a copy from the CDPH Program Contract Manager. Contractor shall, (a) Include in the inventory report, equipment and/or property in the Contractor's possession and/or in the possession of a subcontractor (including independent consultants). (b) Submit the inventory report to CDPH according to the instructions appearing on the inventory form or issued by the CDPH Program Contract Manager. Contact the CDPH Program Contract Manager to learn how to remove, trade-in, sell, transfer or survey off, from the inventory report, expired equipment and/or property that is no longer wailled, usable or has passed its life expectancy. Instructions will be supplied by CDPH's Asset Management Unit, b- Title to state equipment and/or property shall not be affected by its incorporation or attachmerit to aoy property not owned by the State- c. Unless otherwise stipulated, CDPH shall be under no obligation to pay the cost of restoration, or rehabilitation of the Contractors and/or Subcontractors facility which may be affected by the removal Or any State equipment and/or property. d. The Contractor shall a',taintain and administer a sound business program for ensuring the proper use, maintenance, repair- . protection, insurance and preservation of state equipment and/or property. (1) In administering this provision, CDPH may require the Contractor to repair or replace, to CDPH's satisfaction. any damaged, lost or stolen state equipment and/or property. Contractor shall irnmediately file a theft report with the appropriate police agency or the California Highway Patrol and Contractor shall promptly submit one copy of the theft report to the CDPH Program Contract Manager. e, Unless otherwise stipulated by the program funding this Agreement., equipment and/or property purchased/reimbursed with agreement funds or furnished by CDPH Linder the terms of this Page 4 of 16 Exhibit D Special Terms and Conditions Agreement, shall only be used for performance of this Agreement or another CDPH agreement, f Within sixty (60) calendar days prior to the termination or end of this Agreement, the,Contractor shall provide a final inventory report of equipment and/or property to the CDRH Program Contract Manager and shall, at that time, query CDPH as to the requirements, including the manner and method, of returning state equipment and/or property to CDPH- Final disposition of equipment and/or property shall be at CDPH expense and according to CDPH instructions. Equipment and/or property disposition instructions shall be issued by CDPH immediately after receipt of the final inventory report. At the termination or conclusion of this Agreement, CDPH may at its discretion, authorize the continued use of state equipment and/or property for performance of work under a different CDPH agreement- g. Motor Vehicles (Applicable only if rnotor vehicles are purchased/reimbursed with agreement funds or furnished by CDPH under this Agreement.) (1) If motor vehicles are purchased/reimbursed or furnished by CDPH under the terms of this Agreement, within thirty (30) calendar days prior to the termination or end of this Agreement, the Contractor shall return such vehicles to CDPH and shall deliver all necessary docurnents of title or registration to enable the proper transfer of a marketable title to CDPH. (2) If motor vehicles are purchased/reimbursed or furnished by CDPH under the terms of this Agreement, the State of California shaft be the legal owner of said motor vehicles and the Contractor shall be the registered owner, The Contractor shall only use said vehicles for the performance under the terms of this Agreement. (3) The Contractor agree that all operators of motor vehicles, purchased/reimbursed or furnished by CDPH under the terms of this Agreement, shall hold a valid State of California driver's license. In the event that ten or more passengers are to be transported in any one vehicle, the operator shall also hold a State of California Class B driver's license, (4) If any motor vehicle is pLirchasediveimbursed or furnished by CDPH under the terms of this Agreement, the Contractor, as applicable, shall provide, maintain, and certify that, at a minimum, the following type and amount of automobile liability insurance is in effect during 'he. term of this Agreement or any extension period during which ally vehicle remains in the Contractor's possession: Automobile Liability Insurance (a) The Contractor, by signing this Agreement, hereby certifies that it possesses or will obtain automobile liability insurance in the amount of $1,000,000 per occurrence for bodily injury and property damage combined. Said insurance must be obtained and made effective upon the delivery date of any motor vehicle_ purchased/reimbursed with agreement fund,-, or furnished by CDPH under the terms of this Agreement, to the Contractor. (b) The Contractor shall, as soon as practical, furnish a copy of the certificate of insurance to the CDPH Program Contract Manager- The certificate of insurance shall identify the CDPH contract or agreement number for which the insurance applies. Page 6 of 16 Exhibit D Special Terms and Conditions (c) The Contractor agree that bodily injury and property damage liability insurance, as required herein, shall remain in effect at all times during the term of this Agreement or until Such time as the motor vehicle is returned to CDPH. (d) The Contractor agree to provide, at least thirty (30) days prior to the expiration date of said insurance coverage, a copy of a new certificate of insurance evidencing continued coverage, as indicated herein, for not less than the remainder or the term of this Agreement, the term of any extension or continuation thereof, or for a period of not less than one (1)year. (e) The Contractor, if not a self-insured government and/or public entity, must provide evidence, that any required certificates of insurance contain the following provisions: [1] The insurer will not cancel the insured's coverage without giving thirty (30) calendar days prior written notice to the State. [2] The State of California, its officers, agents, employees, and servants are included as additional insureds, but only with respect to work performed for the State tinder this Agreement and any extension or continuation of this Agreement. [31 The insurance carrier shall notify CDPH, in writing, of the Contractor's failure to pay premiums,- its cancellation of such policiesa or any other substantial change, including, but not limited to, the status, coverage, or scope of the required insurance. Such notices shall contain a reference to each agreement number for which the insurance was obtained. (f) The Contractor is hereby advised that copies of certificates of insurance may be subject to review and approval by the Department of General Services (DGS), Office of Risk and Insurance Management. The Contractor shall be notified by CDPH, in writing, if this provision is applicable to this Agreement. If DGS approval of the certificate of insurance is required, the Contractor agrees that no work or services shall be performed prior to obtaining said approval. (g) In the event the Contractor fails to keep insurance coverage, as required herein, in effect at all times during vehicle possession, CDPH may, in addition to any other remedies it may have, terminate this Agreement Upon the occurrence of such event. 3, Subcontract Requirements (Applicable to agreements under which services are to be performed by subcontractors including independent consultants.) a. Prior Written authorization will be required before the Contractor enters into or is reimbursed for any Subcontract for services exceeding $2,56o for any artices, Supplies, equipment, or services. The Contractor shall obtain at least three competive quatations which should be submitted or adequate justification provided for the absence of bidding. b. CDPH reserves the right to approve or disapprove the selection Of subcontractors and with advance written notice, require the substitution of subcontractors and require the Contractor to terminate Subcontracts entered into in support of this Agreement. Page 6 of 16 Exhibit Special Terms and Conditions (1) Upon receipt of a written notice from CDPH requiring the substitution and/or ten-nination of a subcontract, the Contractor shall take steps to ensure the completion of any work in progress and select a replacement, if applicable, within 30 co/endardays. unless a |onger period ie agreed tobyCDPH. c- Actual subcontracts (io., written agreement between the Contractor and a subcontractor) exceeding $2.500 are subject to the prior review and written approval of CDPH. d. Contractor shall maintam a copy of each subcontract entered into in support of this Agreement and shall, upon request by CDPH, make copies available for approval, inspection, or audit. e. CDPH assumes no responsibility for the payment of Subcontractors used in the performance of this Agreement. Contractor accepts sole responsibility for the payment of subcontractors used in the performance of this Agreement. L The Contractor is responsible for all performance requirements under this Agreement even though performance may b*carried out through msubcontract. g, The Contractor shall ensure that all subcontracts for services include provision(n) requiring compliance with applicable terms and conditions specified in this Agreement and shall bnthe subcontractor's sole point of contact for all matters related to the performance and payment during the term o[this Agreement. b. The Contractor agrees to include the following c|ause, relevant to record reAemUon, in all subcontracts for eervices� "(3ubcon6ocb,r /Van/e) agrees to maintain and preserve. until three years after termination of (Agreernent Number) and final payment from CDPH to the Contractor, to permit CIDPH or any duly authorized representative, to have access to, examine or audit any pertinent books, dnournenta, papers and records related tothis subcontract and to allow interviews of any employees who might reasonably have information related to such records," 4. Income Restrictions Unless otherwise stipulated in this Agreement, the Contractor agrees that any reh/oda, rabotas, credits, or other amounts (including any interest thereon) accruing (oorreceived by the Contractor under this Agreement shall be paid by the Contractor to C[]PH. to the extent that they are property allocable to costs for which the Contractor has been reimbursed by CDPH under this Agreement. 5. Site Inspection The 5tcte, through any authorized representatives, has the right a1all n:moonmb|e times to inspect or oth*mvise evaluate the work performed or being performed hereunder including subcontract supported activities and the premises in which iiis being perfnrmned. |f any inspection orevaluation in nnede of the premises of the Contractor or Subcontractor, the Contractor shall provide and aha|! 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 o manner an will not unduly delay the services performed, Page 7of10 Exhibit D Special Terms and Conditions 6. Intellectual Property Rights a. Ownership (1) Except where CDPH has agreed in a signed writing to accept a license, CDPH shall be and remain, without additional compensation, the sole owner of any and all rights, title and interest in all Intellectual Property, from the moment of creation, whether or not jointly conceived, that are made, conceived, derived from, or reduced to practice by Contractor or CDPH and which result directly or indirectly from this Agreement. (2) For the purposes of this Agreement, Intellectual Property means recognized protectable rights and interest such as: patents, (whether or not issued) copyrights, trademarks, service marks, applications for any of the foregoing, inventions, trade secrets, trade dress, logos, insignia, color-combinations, slogans, moral rights, right of publicity, author's rights, contract and licensing rights, works, mask works, industrial design rights, rights of priority, know how, design flows, methodologies, devices, business processes, developments, innovations, good will and all other legal rights protecting intangible proprietary information as may exist now and/or here after core into existence, and all renewals and extensions, regardless of whether those rights arise Linder 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, pholographs, 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 finis Agreement, Contractor will exercise and utilize certain of its Intellectual Property in existence prior to the effective date of this Agreement. In addition, under this Agreement, Contractor may access and utilize certain of CDPH's Intellectual Property in existence prior to the effective date of this Agreement- Except as otherwise set forth herein, Contractor shall not use any of CDPH's Intellectual Property now existing or horeafter existing for any purposes without the prior written permission or CDPH. Except as otherwise set forth herein, neither the Contractor nor CDPH shall give any ownership interest in or rights to its Intellectual Property to the other Party. If during the term of this Agreement, Contractor accesses any third-party Intellectual Property that is licensed to CDPH. Contractor agrees to abide by all license and confidentiality restrictions applicable to CDPH in the third-party's license agreement. (4) Contractor agrees to cooperate will-, CDPH in establishing or maintaining CDPH's exclusive rights in the Intellectual Property, and in assuring CDPH's sole rights against third parties with respect to the Intellectual Property, If the Contractor enters into any agreements or subcontracts with other parties in order to perform this Agreement, Contractor shall require the terms of the Agreement(s) to include all Intellectual Property provisions, Such torals must include, but are not limited to, the subcontractor assigning and agreeing to assign to Page 8of16 Exhibit D Special Terms and Conditions CDPH all rights, title and interest in Intellectual Property made, conceived, derived from, or reduced to practice by the subcontractor, Contractor or CDPH and which result directly or indirectly from this Agreement or any subcontract. (5) Contractor further -agrees to assist and cooperate with CDPH in all reasonable respects, and execute all documents and, subject to reasonable availability, give testimony and take all further acts reasonably necessary to acquire, transfer, maintain, and enforce CDPH's Intellectual Property rights and interests. b. Retained Rights I License Rights (1) Except for Intellectual Property made, conceived, derived from, or reduced to practice by Contractor or CDPH and which result directly or indirectly from this Agreement, Contractor shall retain title to all of its Intellectual Property to the extent such Intellectual Property is in existence prior to the effective date of this Agreement. Contractor hereby grants to CDPH, without additional compensation, a permanent, non-exclusive, royalty free, paid-up, worldwide, irrevocable, perpetual, non-terminable license to use, reproduce, manufacture, sell, offer to sell, import, export, modify, publicly and privately display/perform, distribute, and dispose Contractor's Intellectual Property with the right to sublicense through multiple layers, for any purpose whatsoever, to the extent it is incorporated in the Intellectual Property resulting from this Agreement, unless Contractor assigns all rights. title and interest in the Intellectual Property as set forth herein. (2) Nothing in this provision shall restrict, limit, or otherwise prevent Contractor from using any ideas, concepts, know-how, methodology or techniques related to its performance under this Agreement, provided that Contractor's use does not infringe the patent, copyright, trademark rights, license or other Intellectual Property rights of CDPH or third party, or result in a breach or default of any provisions of this Exhibit or result in a breach of any provisions of law relating to confidentiality. c. Copyright Contractor agrees that for purposes of copyright law, all works [as defined in Paragraph a, subparagraph (2)(a) of this provision] of authorship made by or on behalf of Contractor in connection with ContraGtoCs performance of this Agreement shall be deemed "works made for hire". Contractor further agrees that the work of each person utilized by Contractor in connection with the performance of this Agreement will be a "work made for hire," whether that person is an employee of Contractor or that person has entered into an agreement with Contractor to perform the work. Contractor shall enter into a written agreement with any such person that- (i) all work performed for Contractor shall be deemed a "work made for hire" under the Copyright Act and (h) that person shall assign all right, title, and interest to CDPH to any work product made, conceived, derived from, or reduced to practice by Contractor or CDPH and which result directly or indirectly from this Agreement, (2) All materials, including, but not limited to, visual works or text, reproduced or distributed ourSLlant to this Agreement that include Intellectual Property made, conceived, derived from, or reduced to practice by Contractor or CDPH and which result directly or indirectly rrorn this Agreement, shall include CDPH's notice of copyright, which shall read in 3mill or larger typeface: "ID [Enter Current Year-e.g,, 2014, etc,], Department Of Public Health. This material may not be reproduced or disserninated without prior written permission from the Department of Public Health." This notice should be placed prominently on the materials Page 9 of 16 Exhibit D Special Terms and Conditions and set apart from other matter on the page where it appears. Audio productions shall contain a similar audio notice of copyright. d, Patent Rights With respect to inventions made by Contractor in the performance of this Agreement, which did not result from research and development specifically included In the Agreement's scope of work, Contractor hereby grants to CDPH a license as described under Section b of this provision for devices or material incorporating, or made through the use of such inventions, If such Inventions result from research and development work specifically included within the Agreement's scope of .work, then Contractor agrees to assign to CDPH, without additional compensation, all its right, title and interest in and to Such inventions and to assist CDPH in securing United States and foreign patents with respect thereto. e. Third-Party Intellectual Property Except as, provided herein, Contractor agrees that its performance of this Agreement shall not be dependent upon or include any Intellectual Property of Contractor or third party without first (i) obtaining CDPH's prior written approval; and (ii) granting to or obtaining for CDPH, without additional compensation, a license, as described in Section lo of this provision, for any of Contractor's, or third-party's tAtellectual Property in existence prior to the effective date of this Agreement. If such a ficense upon the these terms is unattainable, and CDPFI determines that the Intellectual Property should be included in or is required for Contractors performance of this Agreement, Contractor shall obtain a license under terms acceptable to CDPH, f. Warranties i 1 Contractor represents and warrants that: (a) It is free to enter,into and fully perform this Agreement. (b) It has secured and Will secure all rights and licenses necessary for its performance of this Agreement. (c) Neither Contractor's performance of this Agreement, nor the exercise by either Party of the rights granted in this Agreement, nor any use, reproduction, manufacture, sale, offer to -sell, import, export, modification, public and private displayipeiformance, distribution, and disposition of the Intellectual Property made., conceived, derived from, or reduced to practice by Contractor or CDPH and Which result directly or indirectly from this Agreement will infringe upon or violate any Intellectual Property right, non-disclosure obligation, or other proprietary right or interest of any third-party or entity now existing under the laws of, or hereafter existing or issued by, any state, the United States, or any foreign country. There is currently no actual or threatened clairri by any such third party based on an alleged violation of any such right by Contractor. (d) Neither Contractor's performance nor any part of its performance will violate the right of privacy of, or constitute a libel or slander against any person or entity. (e) it has secured aro will secure all rights and licenses necessary for Intellectual Property including, bUt riot limited to, consents, Waivers or releases from all authors of music or performances used, and talent (radio, television and motion picture talent), owners of Page 10 of 16 Exhibit D Special Terms and Conditions any interest in and to real estate, sites, locations, property or props that may be used or shown. (f) It has not granted and shall not grant to any person or entity any right that would or might derogate, encumber, or interfere with any of the rights granted to CDPH in this Agreement, (g) It has appropriate systems and controls in place to ensure that state funds will not be used in the performance of this Agreement for the acquisition. operation or maintenance of computer softv,are in violation of copyright laws, (h) It has no knowledge of any outstanding claims, licenses or other charges, liens, or encumbrances of any kind or nature whatsoever that Could affect in any way Contractor's performance of this Agreement. (2) CDPH MAKES NO WARRANTY THAT THE INTELLECTUAL PROPERTY RESULTING FROM THIS AGREEMENT DOES NOT INFRINGE UPON ANY PATENT, TRADEMARK, COPYRIGHT OR THE LIKE, NOW EXISTING OR SUBSEQUENTLY ISSUED, g. Intellectual Property Indemnity 11) Contractor shall indemnify, defend and hold harmless CDPH and its licensees and assionees, and its officers, directors, employees, agents, representatives, successors, and users of its products, (1ndemnitees") from and against all claims, actions, damages, losses, liabilities (or actions or proceedings with respect to any thereor), whether or not rightful, arising from any and all actions or claims by any third party or expenses related thereto (including, but not limited to, all legal expenses, court costs, and attorney's fees incurred in investigating, preparing, serving as a witness in, or defending against, any such claim, action, or proceeding, commenced or threatened) to which any of the Indemnitees may be subject, whether or not Contractor is a party to any pending or threatened litigation, which arise out of or are related to (i) the incorrectness or breach of any of the representations, warranties, covenants or agreements of Contractor pertaining to Intellectual Property-, or (ii) any Intellectual Property infringement, or any other type of actual or alleged infringement claim, arising out of CDPH's use, reproduction, manufacture, sale, offer to sell, distribution, import, export, modification, public and private performanceldisplay, license, and disposition of the Intellectual Property made, conceived, derived from, or reduced to practice by Contractor or CDPH and which result directly or indirectly from this Agreement. This indemnity obligation shall apply irrespective of whether the infringement claim is based on a patent, trademark or copyright registration, that issued after the effective date of this Agreement- CDPH reserves the right to participate in andlor control, at Contractor's expense, any such infringement action brought against CDPH. (2) Should any Intellectual Property licensed by the Contractor to CDPH under this Agreement become the subject of an Intellectual Property infringement claim, Contractor will exercise its authority reasonably and in good faith to preserve CDPH's right to use the licensed Intellectual Property in accordance with this Agreement at no expense to CDPH. CDPH Shall have the right to monitor and appear through its own counsel (at Contractor's expense) in any such claim or action. In the defense or settlement of the claim, Contractor may obtain the right for CDPH to continue using the licensed Intellectual Property, or, replace or modify the licensed Intellectual Property so that the replaced or modified Intellectual Property becomes non-infringing provided that such replacement or modification is Page 11 of 16 Exhibit D Special Terms and Conditions functionally equivalent to the original licensed Intellectual Property. if such remedies are not reasonably available, CDPH shall be entitled to a refund of all monies paid under this Agreement, without restriction or limitation of any other rights and remedies available at law or in equity- (3) Contractor agrees that damages alone would be inadequate to compensate CDPH for breach of any term of this Intellectual Property Exhibit by Contractor. Contractor acknowledges CDPH would suffer irreparable harm in the event of such breach and agrees CDPH shall be entitled to obtain equitable relief, including without limitation an injunction, from a courl of competent jurisdiction, without restriction or limitation of any other rights and remedies available at law or in equity. h. Survival The provisions set forth herein shall survive any termination or expiration of this Agreement or any project schedule. 7. Prior Approval of Training Seminars,Workshops or Conferences Contractor shall obtain prior CDPH approval of the location, costs, dates, -,agenda, instructors, instructional materials, and attendees at any reimbursable training seminar, workshop, or conference conducted pursuant to this Agreement and of any reimbursable publicity or educational materials to be made available for distribution. The Contractor shall acknowledge the support of the State whenever publicizing the work under this Agreement in any media. This provision does not apply to necessary staff meetings or training sessions held for the staff of the Contractor in order to conduct routine business matters, 8. Confidentiality of Information The Contractor and its employees, agents, or subcontractors shall: ;:i. Protect from unauthorized disclosure names and other identifying information concerning persons either receiving services pursuant to this Agreement or persons whose names or identifying information become available or are disclosed to the Contractor, its employees, agents, or subcontractors as a result of services performed under this Agreement, except for statistical information not identifying any such person. b, Not use such identifying information for any purpose other than carrying out the Contractor's obligations tinder this Agreement- c, Promptly transmit to the CDPH Contract Manager all requests for disclosure of such identifying information not emanating from the client or person- a Not disclose, except as otherwise specifically permitted by this Agreement or authorized by the client, any such identifying information to anyone other than CDPH without prior written authorization from the CDPH Contract Manager, except if disclosure is required by State or Federal law e. For purposes of this provision, identity shall include, but not be limited to name. identifying number, symbol, or other identifying particular assigned to the individual, such as finger or voice print or a photograph. Page 12 of 16 Exhibit Special Terms and Conditions f. As deemed applicable byCDPH, this provision maybe supplemented by additional bsrng and conditions covering personal health information (PHI) or pgraono|, eensiUve, and/or confidential information (PSC[). Said terms and conditions will be outlined in one or more exhibits that will eiffier be attached to this Agreement or incorporated into this Agreement by reference. 8. Documents, Publications and Written Reports (Applicable to agreements over $5.000 under which pubUnoUono, written reports and documents are developed or produced. Government Code Section 7550.) Any docurnent, publication or written report (excluding progress nepoda. financial n:podm and normal contractual communications) prepared as o requirement of this Agreement shall onntain, in a separate section preceding the rnain body of the document, the nurnber and dollar amounts of all coilnacto or agreements and aubonntna(ts relating tothe preparation of such dOcunomnt or roVod, if iha total cost for work bynwnermV|oyensofthe State exceeds S5.0QO. 10. Dispute Resolution Process o /\ Contractor grievance exists whenever there is a dispute arising from COPH^s action in the administration of an agreement. If there is a dispute or grievance between the Contractor and CDPH, the Contractor must seek resolution using the procedure Outlined below, (11 The Contractor should first informally discuss the pnob|eon with the C[)PH Program Contract Manager. If the problem cannot be resolved informally, the Contractor nheU direct its grievance together with any evidence, in w/i(ing, to the program Branch CMief, The grievance shall state the issues in dispute, the |mgo| authority or other basis for the Onn1rmctV/n position and the remedy sought- The Branch Chief ohn|| render a decision within ten (10) working days after receipt of the written grievance from the Contractor. The Branch Chief shall respond in writing to the Contractor indicating the decision and naoauns therefore. If the Contractor disagrees with the Branch Chieyy decision, the Coninyoiornnsy appeal io the second level. (2) When appealing to the second level, the Contractor must prepare on appeal indicating the reasons for disagreement with Branch Chinf's decision. The Contractor shall include with the appeal a copy of the Contractor's original statement of dispute along with any supporting evidence and a copy of the Branch Chieysdecinion. The appeal shall be addressed tothe Deputy Director ofthe division in which the branch is organized *vdh|n ten (1Q)working days from receipt of the Branch Chiefs decision. The Deputy Director mf the division in which the branch is organized or his/her designee shall meet with the Contractor to review the issues raised. AwriUen decision signed by the Deputy Director nfthe division in which the branch is organized or his/her designee ohuU be directed to the Contractor within twenty (20) working days or receipt n/the Contractor's second level appeal. b. If the Contractor wishes to appeal the decision of the Deputy Director of the division in which the branch is organized or his/her designee, the Contractor shall follow the procedures set forth in Division 25.1 (commencing with Section 38050) of the Health and Ga[aiy Code arid the Page 13 of 16 Exhibit D Special Terms and Conditions regulations adopted thereunder. (Title 1, Division 2, Chapter 2, Article 3 (commencing with Section 1140)of the California Code of Regulations). c. Disputes arising out of an audit, examination of an agreement or other action not covered by subdivision (a) of Section 20204, of Chapter 2.1, Title 22. of the California Code of Regulations and for which no procedures for appeal are provided in statute, regulation or the Agreement shall be handled in accordance with the procedures identified in Sections 51016 through 51047, Title 22, California Code of Regulations. d Unless otherwise stipulated in writing by CDPH. all dispute, grievance andior appeal correspondence shall be directed to the CDPH Contract Manager. e, There are organizational differences within CDPH's funding programs and the management levels identified in this dispute resolution provision may not apply in every contractual situation, tVhen a grievance is received and organizational differences exist, the Contractor shall be notified in writing by the CDPH Contract Manager of the level, name, and/or title of the appropriate management official that is responsible for issuing 14 decision at a given level- 11. Officials Not to Benefit No members of or delegate of Congress or the State Legislature shall be admitted to any share or part of this Agreement, or to any benefit that may arise therefrom, This provision shall not be construed to extend to this Agreement if made with a corporation for its general benefits. 12. Prohibited Use of State Funds for Software Contractor certifies that it has appropriate systems and controls in place to ensure that state funds will not be used in the performance of this Agreement for the acquisition, operation or maintenance of computer software in violation of copyright laws. 13. Contract Uniformity(Fringe Benefit Allowability) (Applicab�o, only to nonproti, organizations.) Pursuant to the provisions of Article 7 (commencing with Section 100525) of Chapter 3 of Part 1 of Division 101 of the Health and Safety Code, CDPH sets forth the following policies, procedures, and guidelines regarding the reimbursement of fringe benefits, a- As used herein fringe benefits shall mean an employment benefit given by one's employer to an employee in addition to one's regular or normal wages or salary. b- As used herein, fringe benefits do not include: (1 1) Compensation for personal services paid currently or accrued by the Contractor for services of employees rendered during the term of this Agreerrient, which is identified as regular or normal salaries and wages, annual leave, vacation, sick leave, holidays, jury duty and/or military leaveltraining. (2) Director's and executive committee member's fees. (3) Inc8ritive awards arid/or bonus incentive pay. (4) Allowances, for off-site,pay. (5) Location allowances_ Pace14 of 15 Exhibit D Special Terms and Conditions (6) Hardship pay. (7) Cost-of-living differentials c_ Specific allowable fringe benefits include: (1) Fringe benefits in the form of employer contributions for the employers portion of payroll taxes (i.e., FICA, SUI, SDI), employee health plans (i.e., health, dental and vision.), unemployment insurance, worker's compensation insurance, and the employer's share of pensionlretirernent plans, provided they are granted in accordance with established written organization policies and meet all legal and Internal Revenue Service requirements, d. To be an allowable fringe benefit, the cost must meet the following criteria: (1) Be necessary and reasonable for the performance of the Agreement- (2) Be determined in accordance with generally accepted accounting principles- (3) Be consistent with policies that apply uniformly to all activities of the Contractor. e, Contractor agrees that all fringe benefits shall be at actual cost. f, EarnedlAccrued Compensation (1) Compensation for vacation, sick leave and holidays is limited to that amount earned/accrued within the agreement term. Unused vacation', sick leave and holidays earned from periods prior to the agreement term cannot be claimed as allowable costs, See section f(3)(a) below for an example- (2) For multiple year agreements, vacation and sick leave compensation, which is earned/accrued but not paid, due to emplayee(s) not taking time off may be carried over and claimed within the overall term of the multiple years of the Agreement. Holidays cannot be carried over from one agreement year to the next. See Provision f(3)(b) for an example- (3) For single year agreements, vacation, sick leave and holiday compensation that is earnedlaccrued but not paid, due to employee(s) not taking time off within the term of the, Agreement, cannot be claimed as an allowable cost. See Provision IF(3)(c)for an example, (a) Example No, 1: If an employee, John Doe, earns/accrues three weeks of vacation and twelve days of sick leave each year, then that is the maximum amount that may be claimed during a one year agreement, If John Doe has five weeks of vacation and eighteen days of sick leave at the beginning of an agreement, the Contractor during a one-year budget period may only claim up to three weeks of vacation and twelve days of sick leave as actually used by the employee. Amounts earnedlaccrued in periods prior to the beginning of the Agreement are not an allowable cost. (b) Example No. 2: If during a three-year(multiple year)agreement. John Doe does not use his three weeks of vacation in year one, or his three weeks in year two, but he does actually use nine weeks in year thee, the Contractor would be allowed to claim all nine weeks paid for in year three. The total compensation over the three-year period cannot exceed 156 weeks (3 x 52 weeks). Page 15 of 16 Exhibit Special Terms and Conditions (c) Example No. 3: If during a single year agreement, John Doe works fifty weeks and used one week o/ vacation and one week of sick leave and all weeks have been billed toC[}PH. the remaining unused two weeks o[ vacation and seven days of sick leave may no[ be claimed as on allowable cost. 14. Conne!|nUVn A. This agreement may be cancelled byCDPH without_cause upon 30 calendar days advance written notice{o the Con(naotor. & CDPH reserves the right to cancel or terminate this agreement immediately for cause. The Contractor may submit a written request to terminate this agreement only ifCDPH substantially fails tn perform its responsibilities ay provided herein. C The term "lor cause" shall mean that the Contractor fails to meet the terms, conditions, and/or responsibilities nf this agreement. D /\grnernenttormninadono/cmnoeUmtiooahaUboeffeoiiveaoo[ihedateindiomtmdinCDPH's notification to the Contractor, The notice shall stipulate any final performance, invoicing Vr payment requirements, E. Upon receipt of a notice of termination or cancellation, the Contractor shall take immediate steps to stop performance and to cancel or reduce subsequent agreement costs. F In the event of early termination or cancellation, the Contractor shall be entitled to compensation for services performed satisfactorily Linder this agreement and expenses incurred up to the date of cancellation and any non-cancelable obligations incurred in ouPpmrl,o[this agreement. Page 18of10 Fresno County 17-10153 Exhibit Additional Provisions 1. Additional Incorporated Documents A. The following documents and any subsequent updates are not attached, but are incorporated herein and made a part hereof by this reference. These documents may heupdated periodically byCOPH. as required by program directives, COPH shall provide the Contractor with copies of said documents and any periodic updates thereto, under separate cover, CDPH will maintain onfi!e. all documents referenced herein and any Subsequent updateo 1) 2O17-1Q Federal Guidance Documents: " CFOA Number S3.V74—National Hospital Preparedness Program and Public Health Emergency Preparedness Cooperative Agreement Programs. 2> Federal Public Health Preparedness Capabilities: National Standards for State and Local Planning. 3) Federal Healthcare Preparedness Capabilities: National Guidance for Healthcare System Preparedness, 4) CDPH Health Administrative Manual Section 5-1000 5) CDPH Local Grant Application Guidance and all appendices and attachments annually sent to Local Health Departments and/or Local HCC Entities for CDC PHEP. State General Fund Pandenmic Influenza, amftrHPP Program Funds. G) Local Health Departments and/or Local HCC Entity's Public Health Emergency Pno4oradneosAik)oationAQn»omentApp|ication,VVorhP|ans. ond8udgetamnda|| attachments (refer io the CDPH Guidance tu Local Health Departments and/or Local HCCEntihuo for all ndauhn)entn\. 2. Insurance Requirements A� General Provisions A plying to All Policies 1) Coverage needs hzbe /n force for the complete term ¢f the Agreement. If insurance expires during the term of the Agreement. a new certificate and required endorsements mus' be received by the State at least ten (10)days prior to the expiration of this insurance, Any new insurance must comply with the original Agreement terms. 2) Contractor shall provide to the ODPH within five (5) business days following receipt by Contractor a copy of any cancellation or non-renewal of insurance required by this Contract. In the event Contractor fails to keep in effect at all times the specified insurance coverage, the CDPH may, in addition to any other remedies iimay have, terminate this Contract upon the occurrence of such event, subject tn the provisions nf this Contract. 3) Contractor is responsible for any premiums, policy assessments, deductibles or self-insured retentions contained within their insurance program, 4) Primary Clause —Any required insurance contained in this Agreement shall bnprimary and not excess or contributory to any other insurance carried by the CDPH. 1 Of Fresno County 17-1O153 Exhibit Additional Provisions 5) insurance Carrier Required Rating—All insurance companies must carry anA&« Best rating of at least"A—"with a financial category rating of no lower than V1. If Contractor is self-inSUred for a portion or all of its insurance, review of financial information including a letter wfcredit may be required, 0) Any required endorsements/mQu(,,,�,stadbY the CDPH must bephysically attached to all requested certificates o[insurance and not substituted by referring Lo such oovenagoon the certificate ofinsurance. 7) Inadequate or lack of insurance does not negate Contractor's obligations under the Agreement. 8) |n the case of Contractor's utilization of Subcontractors to complete the contracted scope of work, Contractor shall include all Subcontractors as insured under Contractor's insurance or supply evidence of the Subcontractor's insurance to the CDPH equal in po|ioieo, coverages, and |irnits required of Contractor. B. Insurance Covera-ge Requirements Contractor shall display evidence of certificate of insurance evidencing the following coverage- I) Commercial General Liability —Contractor shall maintain general liability with ||nm|<ynot less than$1.000.U0O per occurrence for bodily injury andpropedydonlmgaoonnhinedvvith a $2.0O8.0O0 annual policy aggregate. The policy shall include. coverage for liabilities arising out of premises, operations, independent Contractors, products, completed operations, personal and advertising injury, and liability assurried under an insured Agreement. This insurance shall apply separately to each insured against whom claim is made or suit io brought subject tu Contractor's limit o(liability. The policy shall be endorsed to |mo!ude. "The B(aia of California, its officers, aQents, enmp|oyoee, and men/ants as additional insured, but only insofar as the operations under this Agreement are concerned." This endorsement must b*supplied under form acceptable k)the Office (if Risk and Insurance Management. Z} Automobile Ligoility (when required)—Contractor shall maintain motor vehicle liability insurance with limits not less than $1,000,000 combined single limit per accident. Such insurance shall cover liability arising out of a motor vehicle including owned, hired and non-owned motor vehicles. Should the scope of the Agreement involve transportation of hazardous materials, evidence of an MCS-90 endorsement is required. The policy shall be endorsed to include, ''The State nfCalifornia, its officers, ogents, emp|oyery, and xen/onto as additional insured, but only insofar as the operations under this Agreement are concerned-" This endorsement must be supplied under form acceptable (o the Office of Risk arid Insurance Management. 3) (when required)—Contractor shall maintain statutory worker's compensation arid employer's liability coverage for all its employees who will bo engaged iu the performance o[the Agreement. Employer's liability limits mfS1.0O0.O00 are required. When work io performed on State owned orcontrolled property the policy shall contain a waiver of subrogation endorsement in favor of the State. This endorsernent must be supplied Linder form acceptable to the Office of Risk and Insurance Management. 2 of Fresno County 17-10153 Exhibit E Additional Provisions 4) Professional Liability(when required)—Contractor shall maintain professional liability covering any damages caused by a negligent error;act or omission with limits not less than $1.000,000 per occurrence and S1,000,000 policy aggregate, The policy's retroactive date must be displayed on the certificate of insurance and must be before the date this Agreement was executed or before the beginning of Agreement work. 5) EnvironmentailPollution Liability(when required)— Contractor shall maintain pollution liability for limits not less than $1,000.000 per claim covering Contractor's liability for bodily injury, property damage and environmental damage resulting from pollution and related, cleanup costs incurred arising Out of the work or services to be performed under this Agreement, Coverage shall be provided for both work performed on site as well as transportation and proper disposal of hazardous materials. The policy shall be endorsed to include, "The Staie of California, its officers, agents, employees, and servants as additional insured, but only insofar as the operations under this Agreement are concerned,"This endorsement must be supplied under form acceptable to the Office of Risk and Insurance Management. 6) Aircraft Liability (when required)-Contractor shall maintain aircraft liability with a limit not less than $3,000,000- The policy shall be endorsed to include, "The State of California, its officers, agents, employees and servants as additional insured, but.only insofar as the operations under this Agreement." This endorsement must be supplied under form acceptable to the Office of Risk and Insurance Management. -1 of 3 Fresno County 17-10153 Exhibit F Federal Terms and Conditions (For Federal y Funded SubventionlLocal Assistarice,Agreemeot) The use of headings or titles throughout this exhibit is for convenience only and shall not be used to interpret or to govern the meaning of any specific term or condition. This Exhibit contains provisions that require strict adherence to various contracting laws and shall be used for agreement funded in whole or in part by Federal Funds, F(!dorat Contract Funds Z Federal Equal Employment Opportunity Requirements 3. Debarment and Suspension Certification 4, CovenanT Against Contingent Fees 5, Lobbying Re9trictions and Disclosure Certification 6. Additional Restrictions 7. Federal Requirements 8, Air and Water Pollution Requirments 9. Smoke-Froe bNorkplace Certification 10, Use of Small,Minority Owned and Women's Businesses 111. Hurn�in Subjects Use Requifements 12. Financial and Complitanm, Audit Requirements 12, Audit and Record Retention (Rc-.-04--61 Page 1.7,f 12 Exhibit Federal Terms and Conditions 1. Federal Contract Funds a, it is rraitua4y understood be'Nveen, the parties that this Agreement may have been written before ascertaining the availabiRy of congressional appropriation of funds, for the mutual benefit of both parties, in order to avcjid program and fiscal delays which would,occur if the Agreement ,-vere execute(] after that deterrnination 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 Agreviriont is subject to any additional restrictions, limiltations, 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 MUtU811y agreed that if the Congress does rot appropriate sufficient funds for the- prog(an), this- Agreement shall be amended to reflect any(eduction in funds- d- CDPH has the option to invalidate or cancel the Agreement with ;,ter-days advance, written notice or to amend the Agreement to reflect any reduction in funds. 2. Federal Equal Opportunity Requirements a- The Contractor will not disci-Initnate against any employee or appiicant for emplayrtioni because of race, c,,olor, religion, sex, national origin, physical or mental handicap, disability, age of status as a disabled , �rafi or veteran of the Vietnam era, The Contractor will take affirmative action to ensure that qualified volu applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, soy., 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 he limited to the follov.-ing-1 u-,cripInyrnent, upgrading, demotion or transfer: recruitment or recruitment advcrlising: layoff or termination; rates of pay or other forms of compensation, and career development opportunities and selection for training, including apprenlir�eship. The Contractor agrees to post in conspicuous places, availaNe to employees and applicants for employment, notices to be provided by the lFederal Government or CDPFI, setting forth the provisions of the Equal Opportunity Clause, Section 503 of the Rchabilitatiorl Act of IC473 and the affirmative action clause required by the Vietnam Era Veterans' Readjustment Assistance Act of 1974 (33 US-C. 4212). Such notices shall state the Contractor's obligation under the !aw 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 vie Vietnam era and the richts,of applicants and employees. b- The Contractor will, in all solicitations or advancements for employees placed by or on behalf of the Contractor, state that all c_jalified applicants will receive consideration for employment without regard to race, color, religion,sex, national origin physical or inerital handicap, disability, age or status as a disabled voter an or veteran of the Vietnam era, T lie Contra=r M11 send to each labor union or representative of warkers 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 or the Contractor'--- commitments under the provisions herein and shall post copies of the notice in conspicuous places available to employees and applicants for employment_ a. The Contraclot .vill comply with all provisions of and furnish all information and reports required by Section 1`03 of the Reh;,ibi1R.31ic-f) (4,ct of 1973, as amended, the Vietnarn Era Veterans' Readjustment Assistance Act of 1974 (38 U.S C. 4212) and of the Federal Executive Order No. 11246 as amended, including by Fxe,.tjtrve Order 11375. 'Amending Executive Order 11246 Relatintj to Equal Employment Opportunity,' and as SUpplernentec by regulation at 41 CFR part 60, -Office of the Federal Contract Compliance Programs, Equal Fmployrnp;t Opportunity, Department of Labor," and of the rules, regulations, and falevant orders of the Secretary of Labor- 04,`,6! Page 7 cf 12 Exi-Jbit'- Federal Terms and Conditions e- The Contractor v-,W furnish all information and reports required by Federal Executive Order No. 11246 as amended, including by Executive Order 11375, 'Amending Executive Order 11246 Relating to Equal Employment Opportunity,' and as supplemented by regulation at 41 CFR part 60, 'Office of the Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," and the Rehabilitation Act of 1973, and by the rules, regulations, and orders of the Secretary of Labor,or pursuant th ereto, and will permit access to its books, records, and accounts by the State and its designated represc,tilatives and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations,and orders, f_ In tho event of the Contractor's noncompliance with the requirements of the provisions herein or with any federal rules, regulations, or orders which are referenced herein, this Agreement may be cance;Fed, terminated, or suspended in vihole or in part and the Contractor may be declared ineligible for further federal and state contracts in accordance with procedures authorized in Federal Executive Order No. 11246 as amended and such other sanctions may be imposed and remedies invoked as provided in Federal EXCAU10VC Order NO- 11246 as amended, including by Executive Order 11375, 'Amending Executive Order 11246 Reiatino to Equal Employment Opportunity,*and as supplemented by requiation at 41 CFR part 60, "Office of the Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.-or by rule, regulation, or order of the Secretary of Labor, or as othervVise provided fly law g, The Contractor will include the provisions of Paragraphs a through g in every subcontract or purchase order unless exempted by rules, regulations, or orders of tare Secretary of Labor issued pursuant to Federai Executive Order No. 112146 as amended, including by Executive Order 11375, 'Amending Executive Order 11246 Relating to Equal Employment Opportunity,' and as',Lipp lern e nted by regulation at 41 CFR part 60, "Office of the Federal Contract Con-7pliance Programs, Equal Employment Opportunity, Deparluncrit of Lebcr,"or Sectim 503 of the Rehabilitation Act of 1973 or(38 U.S.C.4212)of the Vietnam Er-3 Veteran's Readjustment Assistance Act, so that such provisions will be binding upon each subcontractor or vendor- The Contractor will take such action with respect to any subcontract or purchase s order as the Director of the Office of Federal Contract Compliance Programs or CDPH may direct as a means of enforcing such provisions including sanctions for noncompliance provided. however, that in the event the Contractor becomes,involved in, or is threatened with litigation by a s ubcon tractor or vendor as a result of Such direction by C—DPH, the Contractor may request in writing to CDPH, who, in turn, may request the United States to enter into such litigation to protect the interests of the State and of the United States, 3. Debarment and Suspension Certification a, By signing this Agreement, the Contractor agrees to comply with applicable federal suspension and dcbarrtlert regrilations- irjc udinq, but not limited to 7 CFR Part 3017, 45 CFR 76, 40 CFR 32 or 3-41 CFR 8--1 b. By signing this Agreement, the Contractor certifies to the best of its knowledge and belief, that it and its principals: (1) Are not presently cebarred, Suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any federal department or agency: (2) Have not within a throo-year period preceding this applica t ion 1proposaWagreenient been convicted of or had a caivil judgment rendered against then-, for commission Of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction: violation of Federal or State -antitrust slatuk-,5 or commission of embezzlement, theft, forgery, bribery, fa;!sification or destruction of records, making false statements,or recervirg stolen property; I Ic,3) Are not presently indim-0 for or otherwise criminally or civilly charged by a governmental entity (Federal. State or local)with commission of any of Me offenses enumerated in Paragraph b(2)herein; and f Rev 04,116* Page 3 of 12 Exhibit '- Federal Terms and Conditions (4) Have not within a three-year period preceding this application/proposal/agreement had one or more public transactions(Federas, State or local)terminated for causeor default, t,15 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 9A),debarred, suspended, declared ineligible, or voluntarily CXClUded from participation in such transaction, unless authorized by the State (6) Will 41cluoe 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 Contraclor is unable to certify to any of the statements in this cortification, the Contractor shall submit an explanation to the CDPH Contract Manager. d The Zerrns and definitions herein have the meanings set out in the Definitions and Coverage sections of the rules implementing Federal Executive Order 12549. e. If the Contractor knowingly vinlates this certification, in addition to other remedies available to tile Federal Government, the CDPH may terminato this Agreement for cause or default- 4. Covenant Against Contingent Fees The Contractor warrants tl-iat no person or selling agency has been employed or retained to scflicit/secure this Agreement upon in agreement or understanding for a commission, percentage, brokerage, or contingent fee, except bone fide employees or bona fide established cominercial or selling agencies retained by the Contractor for the purpose of securing business. For breach or violation of this warranty,CDPH shalt have the right to annul this Agreement without liability or in its discretion to deduct from the agreement price or consideration, or otherwise recover, the full 'amount of such cornmissian, percentage, and brokerage or ree. 5. Lobbying Restrictions and Disclosure Certifir-atfon (Applicable to federally funded agreements in excess of$100,000 per Section 1352 of the 31, U,S-C-) a Certification and Disclosure Requirements 01 Each person (or recipient) who requests or receives a contract or agreement, subcontract, grant, at, SlAbgranl, "(which is subject to Section 1352 of the 31, U-S-C_ and which exceeds $100,000 at any tier, shall fate a certificaticn; (ir, the form set forth in Attachment 1, consisting of one page. entitled "Certification Regarding Lobbying") that the recipient has not mado, and %viR not make, any payment prohibited by Paragraph to of this provision. ,_2 12) Each recipient shall file a disclosure (in the form set forth in AtInchm-ent 2, entitled "Standard Form- LLL 'disclosure of Lobbying Activities"') if such recipient has made or has agreed to make any payment using nonappropriated funds (to include profits from any covered federal action) in connection with a contract, or grant:or any extension or amendment of that contract, or grant, which would be prohibited under Paragraph b of this provision if paid for with appropriated funds. (31J Each recipient shalt fik: a disclosure form at the end at each calendar quarter in which there occurs any event that requires disclosure or that materially affect the accuracy of the information containeci in any disclosure form previously filed by Such person tinder Paragraph a(2) herein. An event that materially affects the accuracy of the information reported includes: (a) A cumulative increase of S25,000 or more in the amount paid of expected to be paid for influencing or attempting to influence a covered federal action, (b"I A change in tfie person's)or individualsfs)influencing or attempting to Influence a covered federal action;or iRizv 04,".15 1 Page 4 of 12 Exhibit i i7ederal Terms and Conditions (c) A changr� in the of iceq-,-.). employee(s), or member(s)contacted for the Purpose of influencing or attempting to influence covered federal action. (4) Each person (or recipient) vqho requests or receives from a person referred to in Paragraph a(l) of this provision a contract or agreement, subcontract, grant or subgrant exceeding $100,000 at any tier tinder 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(l) of this provision, That person ;gall forward all disclosure forms to CDPH Program Contcoct I'vlanager, b, Prohih-ilion Section 1352 of Title 31, U.S.C., provides in part that no appropriated funds may be expended by tile~ i-c-cipient_of a federal contract or agreement, grant, loin, of, cooperative agreement to pay any per5on for influencing or attempting io Influence an officer or employee of any agency. a Member of Congress, an officer or employee of Congress, or an employee of a Mernber of Congress in uonnertion with any of the following covered federal actions: the awarding of any federal contract or agreement, the making Of a-.,)y ,,dcral grant, Ine making of any federal loan, entering into of CI)y o.,00perative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract or agreement, cirant, loan,or cooperative agreement Additional Restrictions (Applicable to all contracts funded in whole or in part with funding front the federal Departments of Labor, Health and Human Services (including CDC funding),or Education-) Contractor shall comply with the restrictions under Division F,Title V, Section 903 of the Consolidated Appropriations Act, 2012 ll-I,R, 2055),which provides that: `SEC 503 a)No par[of any appropriation contained in Nis Act or transferred pursuant to section 4002 of Public Law 111-148 shall be used,other than for normal and recognized executive-legislative relationships, for publicity or propaganda purposes,for the preparation, distribution, or use of any kit, parnphlet, b6oViet, publication, electronic communication,radio,television, or video presentation designed to support or defeat the enactment of legislation before the Congress or ariy State or local legislature or legislative body,except in presentation to the Congress or any State Or local legislature itself, or,designed to support or defeat any proposed or pending regulation.administrative action, or order issued by the executive branch of any State-or local government,except in presentation to the executive branch of any State or local govemment itself. (b)No part of any appropriation contained in this Act or transferred pursuant to section 4002 of Public Law 111-148 shall be used to pay tine salary or expenses of any grant or contract recipient,or agent acting for sucn recipient, related to any activity designed to influence the enactment of legislation, appropriations, regulation), administrative action,or Executive order proposed or pending before the Congress or any State government,State legislature or local legislature or legislative body,other than for normal and recognized executive-legislativo relationships, or participation by an agency or officer of a State, local or tribal government in policyrnaking and administrative- processes%vithin the executive branch of that government. (c) The prohibitions in subsections (a) and (b) shall include any activity to advocate or promote any proposed, pending or future Federal, State OF local tax increase, or any proposed, pending, or future requirement or rusiticlion on any legal consumer product, including its sale or marketing, including but not 10,01ed to the advocacy or promotion of gun control! 7, Federal Requirements Contractor agrees to comply with and shall require all subcontractors, if any, to comply with all applicable o5j rage 5 of 12 Exhibit - Federal Terms and Conditions Federal requirements including but not limited to the United States Code, the Code of Federal Regulations, the Funding Opportunity Announcement, the Notice of Award, the funding agreement, and any memoranda or letter regarding the applicable Federal requirements, 8- Air or Water Pollution Requirements Any federally funded agreefl"1001 andlor subcontract in excess of $100.,300 must comply with the following provisions unless swd agreement is exempt undor 40 CFR 15.5. a, Government Gontractors, agree to comply with all applicable standards, orders, or raquirernenzts issued under section 306 of the Clean Air Act(42 U.S.C. 1857(h)],seclion 508 of the Clean Water Act(33 U_S_C. !368), Executive Order 11738,and Environmental Protection Agency regulations(40 CFR part 15)_ b. Institutions or higher education, hospitals, nonprofit organizations and commercial businesses agree to comply with all applicable standards, orders, or requirements issued under the Clear, Air Act (42 U S.C. 7401 et soq,), as amended, and the Federal Alater Pollution Control Act (33 U.S.C_ 1251 et seq.), as amended. 9, Smoke-Free Workplace Certification (Applicable to agreements that provide health, day care, early childhood development services. education or library services to children under 18 directly or through local governments.) a, Public Laaw 103-227, also known as [tie Pro-Children Act of 1994 (Act), requires that smoking not be permitted in any portion of any indoor facility owned or leased or contracted for by an entity and rased routinely or regolady for'lie provision of health,day carp-, early childhood development services, education or library services to childron under the age of 18. if the services are funded by federal programs either directly or through state or Local governments, by federal grant.contract, loan, or loan guarantee, The law also applies to children's services that are provided in indoor facilities that are constructed, operated, or mainta=ned with such federal funds. The law does not apply to children's services provided in private residences poriioris of facilities used for inpatient drug or alcohol freatrnent;set-vice providers whose sole source of applicable federal funds is Medicare or Medicaid; or racilitips where WIG coupons are redeerned- b. Failure to comply with the provisions of the law may resuft in the imposition of a civil monetary penalty of up to $1,000 for each vic4ati&n and/or the imposition of an administrative compliance order an the 'esporlsible party, c- By signing this Agreement, Contractor certifies that it will comply with the requirements of the Act and will not alkiw rnokirig 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, o Contractor further agrees that it will insert this certification into any subawirds entered into that provide for chiloren's services as described in the Act. 10. Use of Small, Minority Owned and Women's Businesses efforts shall be made to use small ousinesses, minority-owned firms and women's business enterprises, whenever possible (i e., procurement of goods andlor siarvices). Contractors shall take all of the following steps to further this coat. E -Llr( 1,MS ! that Small L)(Sinesses, minority-owned firms, and vyornen's business enterprises are used to the fullest extent practicable. (2i N-lake 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'r busioess enterprises. fRev Page e of 12 Exhibit :- Federal Terms and Conditions a) Consider in the contract process whether firms competing for larger contracts intend to subcontract with small businesses, minority-owned 11irms, and wornen's business enterprises. (4) Encourage contracting with consortiums of small businesses, minority-ov-Fried firms and wornen',,; business, r;:oterptises 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 Sihatl Business Administration and the U-S_ Department of Commerce's Minority Business Development Agency in the solicitation and utilization of small businesses, minority-owhed firms and women's business enterprises. 111. Human Subjects Use Requirements ,'Appli-abje only to agreements that include any tests or examination of materials derived from the human body.) By signing this Agreement, Corilractor agrees that if any performance under this Agreement or any subcontract or subapreamont includes any tests or examination of rriterjals derived frorn the human body for 7116 purpose of providing information, diagnosis, prevention, treatment or assessment of disease, impairment. or health of a human being, all locations at which such examinations are performed shall meet the requirements of 42 U.S.C_ Suction 2,33a (GLIA)and the regulations thereunder. 12. Financial and Compliance Audit Requirements By signing this Agreement, the Contractor/Subcontrac for agrees to abide by all requireawnts specified in 2 CFR 200 et seq,, 2 CFR el seq.z as applicable, including but not limited to obtaing an annual audit, and any subsequent federal regulatory additions or revisions- a The definitions used in this provision are contained in Section 38040 of the Health and Safety Code,which by thiis reference is made a part hereof- b. Direct service contract means a contract or agreement for services coritarned in local assistance or SUbvention programs or both (see Health and Safety[H&S]Code section 38020). DireGt service contracts shall not include contracts, agreements,grants, Or subventions to other governmental agencios Of LIPitS Of government nor contracts or agreements with regional centers or area agencies; On aging (H&s Code section 380-, c The Contractor, as indicated below,agrees to obtain one of the following audits if the Contractor is, a nonprofil, organization (as defined in H&S Code seclit.-in 38040) and receives $25,000 or more frort-i any Stale agency under a direct service contract or agreer-nent;the Contractor agrc:cs to obtain an arfli.jai lie,sinc organization wicte financial and compliance audit. Said audit shall -, be conducted according to Generally Accepted Auditing Standards- This audit does not fulfill the audit requirements of Paragraph c(3) below. The audit shall be completed by the 15th day Of the fifth month fol)owing the end of the Contractor's fiscal year, and/or (2) If the Contractor is a nonprofit organization (as defined in H&S Code section 38040)and receives less than $25.000_ggr veqr from-gay Sta!"a ency under a direct service contract or agreement, the Contractor agrees to obtain a biennial single, organization wide financial and compliance audit, unless, there is evidence of fraud or other violation of state law in connection with this Agreement, This audit dce,s not fulfill the audit requirements of Paragraph c(3) below. The audit shall be completed by the 1511,day of the fifth month following the end of the Contractor's Fiscal year, and/or (3) If the Contractor is 2 State or Local Government entity or Nonprofit organization (as defined in 2CFR Part 200) and exvends $750,000 or more in Federal awards, the Contractor agrees to obtain an annual, single, organization wide. financial and compliance audit according to the requirements specified in 2CFR Part 200- An audit conducted pursuant to this provision will fulfill the audit requirements outlined -in Paragraphs c(l)and c(2) above. The audit shall be completed by the end of tno-ninth month following the and of the audit period. The requirement---,of this provision apply if; Pawa I of-12 Exhibit Federal Terms and Conditions (a) The Contractor is -a recipient expending Federal awards received directly from Federal awarding agencies,or (b) The Contractor is a subrecipient expending Federal awards received from a pass-through entity such as the State, County or community based organization. (4) If the Contractor submits to CDPH a report of an audit other than a single audit, the Contractor must also submit a certification indicating the Contractor has not expended $750,000 or more in federal funds for the year covered by the audit report, cl. Two copies of the audit report shall be delivered to the CDPH program funding this Agreement. The audit report must identify the Contractor's legal name and the number assigned to this Agreement. The audit report shall be due,within 30 days after the completion of the audit. Upon receipt of said audit report, the CDPH Program Contract Manager shall forward the audit report to CDPH's Audits and Investigations Unit if the audit report was submitted under Section 16.c(3), unless the audit report is from a City, County, or Special District within the State of California whereby the report will be retained by the funding program. e. The cost of the audits described herein may be included in the funding for this Agreement up to the proportionate amount this Agreement represents of the Contractor's, total revenue. The CDPH program funding this Agreement must provide advance written approval of the specific amount allowed for said audit expenses. f, The State or its authorized designee, including the, Bureau of State Audits, is responsible for conducting agreement performance audits which are not financial and compliance audits, Performance audits are defined by Generally Accepted Government Auditing Standards. g, Nothing in this Agreement limits the State's responsibility or authority to enforce State law or regulations, procedures, or reporting requirements arising thereto, h. Nothing in this provision limits the authority of the State to make audits of this Agreement, provided however, that if independent audits arranged for by the Contractor meet Generally Accepted Governmental Auditing Standards, the State shall rely on those audits and any additional audit work and shall guild upon the work already done. i. he State may, at its opton. direct its own auditors to perform either of the audits described above, The Contractor will be given advance written notification, if the State chooses to exercise its option to perform said audils. j. The Contractor shall include a clause in any agreement the Contractor enters into with the audit firm doing the single organization wide audit to provide access by the State or Federal Government to the working uopers of the independent auditor who prepares the single organization wide audit for the Contractor, k. Federal or state auditors shall have "expanded scope auditing" authority to conduct specific program audits during the same period jin which a single organization wide audit is being performed, but the audit report has not been issued. The federal or state auditors shall review and have access to the current audit work being conducted and will not apply any testing or review procedures which have not been satisfied by previous audit work that has been completed. The term "expanded scope auditing" is applied and defined in the U,S, General Accounting Office (GAO) issued Standards for Audit of Govommont OrKianizations, Programs, Activities and Functions, better known as the"yellow book". 13. Audit and Record Retention (Applicable to agreements in excess of$10,000,) a, The Contractor shall maintain books, records, documents, and other evidence, accounting procedures lRe.,04?163) -Page 8 of,2 Exhibit '- Federal Terms and Conditions and practices, sufficierit to properly reflect all direct and indirect costs of whatever nature claimed to have teen incurred in the performance of this Agreement, including any matching costs and expenses. The foregoing constitutes"records"TOT the purpose of this provision. L, The Contractor's facil-dy or office or such part, thereof as may be engaged in the perfor-mance of this Agreement and hisiher records shall be subject at all reasonable times to inspection, audit, and reproduction_ c- Contractor agrees that CDPH, the Department of General Services, the Bureau of State Audits, or their designated reapfescntaliVes including the Comptroller General of the United States shall have the right to review and to copy any records and supporting documentation pertaining to the performance of this Agreement. Contractor agrees to allow the auditor(s) access to such records during normal business hours and lo allow interviews of any employees who might reasonably have information related to such records. FUrthe, the, Oorntrpctor 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 1,596). d The Contractor shall preserve and make available his/her records (1) for a period of three years frown the date: or final payment under this Agreement, and (2) 'for Such longer period, if any, as is required by applicable statute, by tray other provision of this Agreement, or by subparagraphs 1,1)or(2)belaw. (1) If this Agreement is cnmpletely 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 settlerveril, (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 peri3od,whichever is later- a. The Contractor shalt comply with the above requirements and be aware, of the penalties, for violations of fraud and for obstruction of investigation as set forth in Pubilic Contract Code 10115.10, if applicable. t- The Contractor may, at its discretion, following roccipt of final payment under this Agreement, reduce its accounts, books and records related to this Agreement to microfilm, computer disk, CID ROM, or other data storage medium. Upon request by in authorized representative to inspect, audit or obtain copies of said records, the Contractor and/or Subcontractor roust supply or make available applicable devices, hardware, andlot software necessary to view, copy and/or paint said records- Applicable deVices may iniclude,but are not limited to, microfilm readers and Microfilm printers,etc. 9- The Contractor shall, if applicable, comply with the Single Audit Act and the audit repot-ling requirements set forth in Title 2 of the Code of Federal Regulations, Part 200(2CFR Part 200'), C144'11cli Page-9 of 12 Exhibit F Federal Terms and Conditions STATE OF CALIFORNIA CALIFORNIA DEPARTMENT OF PUBLIC HEALTH CERTIFICATION REGARDING LOBBYING The undersigned certifies,to the best of his or her knowledge and belief,that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress. an officer or employee of Congress, or an employee of a Member of Congress in connection with the making. awarding or entering into of this Federal contract, Federal grant, or cooperative agreement, and the extension, continuation, renewal,amendment,or modification of this Federal contract,grant,or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or ottempting to influence an officer or employee of any agency of the United Slates Government, a Member of Congress, an officer or employee of Congress, or an employee of a (Member of Congress in connection with this Federal contract,grant, or cooperative agreement, the undersigned shall complete and submit Standard Form LLL."Disclosure of Lobbying Activities"in accordance with its instructions- (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontractor's, subcontracts, and contracts under cooperative agreements)of$100,000 or more, and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S.C., any person who falls to rile the required certification shall be subject to a civil penalty of not less than $10,000 and not more than S100,000 for each such failure. County of Fresno Brian Pacheco Ms me or Contractor .. Printed Name or Person Signing fcr Contractor 41 7-1 01 53 L OkL Confracf Numbor _ sgmtcto o Per-son Siart�nry for Con"-zor 20 ri Chairman, Board of Supervisors The ATTEST: After execution by or on behalf of Contractor,please return to: BERNICE E.SEIDEL,Clerk Board of Supervisors California Department of Public Health By putt y CDPI-(reserves the right to notifiy the Contractor in writing of an alternate submission address. (Rev 04110) Pace 10 or 12 Exhibit Federal Terms and Conclitions CERTIFICATION REGARDING LOBBYING Complete this form to cisclose lobbying activities pursuant to 31 lr,S,G 1352 (See reverse fur'pudic burden disclosure) 1, Typef 1-1-daya Action Staus of Fodoral Actcn: N 3, ef)DfI P3 a contract a. bidofforiapplicalicn a inoiFl Ming L, g'ar.1 I) initial award b, Material rrilrige agreernwil C' PDStraward For I'vialerial Changs Only, scan g'jaranteo !Call ipsx--t"ce dale of!a5-report 4 Marne and Addrez:s of Reporting Entity- 5, If R-,.,00rtinpo Entity in No 4 is Stthaiiasr, Evilei Namc� and Addresz,of Pvrnp Plunc, C S,ibavauciee 'Fier i,'1';C4vrf' song-7-si:xial Qsttld-J kflqvn� Cofigrem soral District,if kricwn- 6, Feceral Depqrment,Aqenc., 7 Federat Prcgfam Namai'Descriptican, GDFA Number if aupkabic. ,9 T-KiGijl zertcn flu bee,if?,nu%vn- 9 mutate Atnourl,I`kiiLwn 90,11 V I i o e a 9 d A cld r-e-s--s. b Individuals P c i fo!rr i,,i g 5 e 0 e 5(;'nc it)d.41 i g a CA"r e i 4,(,'c I v r i% frorFr mol wda.A last 0,w)0,first namo,MI.;: Fu"sf nwiie, art o,s fore, is aw.-rwizec; Dy t"Je 31 Signature: 1.1sr, lecluill I fifZky'-ore v"":9A'v1T1q is s material 0; tad "pen Mvdl re a era,- placed Ly the :her T to- gbavv where was 'nada r�r elltafEd i n his Pn0I Name putsimil lo 31 U S C '352 ;h. R.,femiabon j wfi "'Ir 'miOnlylr Im-p...Wjr. i`jf,�'4Cjji rj f Cl-_� Ulfe'l '-'LSjCj0--ure Nall be TIV�e t f j-,I"4;i 4,f'I C,f?than j J.00:3 10 F Z-3 C suer,-,0 1 re. Federal Use Only st andard F arm-1-L L R-v 7-,a7) Pace 1'I of 12 Exhibit Federal Terms and Conditions INSTRUCTIONS FOR COMPLETION OF SF-LLL,DISCLOSURE OF LOBBYING ACTIVITIES Tii,s disc�- :ur;E'orrl shelf be completed zry the reporting rr°itv,whot7zi*Ubav"idoe or prime.Forlem,recipiew, at the initaton o,,receir-,ofsicovcrod F"cra>action,o-a 1-risfeclal c,singe to a q'eroious filing,pursuant to dtle 31 I—S.C.socLon 1352,T,,=v of a form k,";tecitoreo rore-a�ji;-syment oragteerrentic make payment to anyVzoyinq n S entity or influencing or attempting to inf:,-,enne an-olicat or uri:iloyce of any aquir;e,a r&mk>v of Gonrpes!�,an c1cer cc er Congre npoyeE ct ss,or a cmpILANe &a Member c,(Congress w connecfon with a ccvolod Federal actio,-. rc--np do all itorl*VIZA apply'in both file iiiii-al filing and mxerial onange repo-1- Refer to the;.-,Ipi 0-risriting'guidance published by the 011ce of Ma-ajpmenll an-"BudItut lor;-'Mitonal infctrio"jun I Idodfp the ty,�ohr;vvn--c3 I-rdwal orlio','.If whil-.1i obbitinq a(J."-fly 13 qndlor-as been accured to itiflue-ce t-9 CJcorno of a z;10cfco 700(,101 err tirwl 2, Id-ON tilt, W"h.. Owu,-O FaIjHaj atillo'n, 3 Identify the aroopria*.ec assifi lion of t`'is rcoil,If this is a follow-up report cou"d by n male"al Chance in ti-� nfonmatc-.-,p--cmc,.sly retorted,onto-the year and quarter in emch t-echa:,,,_;cc<curr@d-=nte.,thodaie riypocl by this reporting entityorthis zv,,c-ed Fedcaa>ado- •l Enter t-,e f-d name,3ddress,city,Stato and zip ccdc of t--:,ropednq dil'.1y Iliciole fj,stfici,if known. :he appropriate classifrauDn dt�.o 'enort,r,g entry ffiat dosignalc*if 4 is,or ox arxs W be a ofir,11LI Ul supra Wtc fec-oletil leentify;he tier&the sutaviaxee,e.g.,the f-si,eovwutd-nc ofillo prima is the is',tier, Suter viarcsindt.IdC War,,ry;rrlud to*ijhvontngJs under grants- 5, If the arganizat,on Wing Vry report in ilo,tr 4 uljeva::; then inter the L;i name,adwem city,Stare and zip code of flic pr-ne Federal ru-zipii--rl fn--71L�v Ccng,n- cional DIntflct,if pnov-r il Z.-tc.-Jlo n0firt,r,I thu Vollewi nulkiliq the award of loan oor-irnament.Include a,least one o-,panizafic7al loyal belcw aflency-wrr,-,it krwwrl For eximple, oepof:lm:uit of lioll,rxfation,Ullit"ll Staler'.""e-ANI - ,-1 7 7*!m 1*,,vedern�rno'jfarl)name or for the petered Federal aclicil(item, 11,� If known,antor:he fu Catalog if Fcdt+iaf A*Nlsl;ititav:�,F-r A) ip I'llho"for qrnm.;,cnore;-aiive k:�rperrenrs,Hans,and roan ccuimitneris. B. Enter One most appropriate Fodcra:irjentifyitig numbe-available for the Fede--cilod'on>cce111111ad I]I 11licri'I la,g.Request for Proposal(RFP)numbar,-iwitaflc�for B�',d (FB:rLlloof;grant amouncurront nurnbc7;the wrillact gr;j;.t,of rerun woutif the appitc9tion1propc-sal coArcil number assigned by the Feceral agency,'_ ticlude prefixes,e.g.,*RFP-DE-90-01." 9. For a cveviod Fcaval acton w�lv t"Clu ljo.,3 Well i1r, or load by the Feceral agency,enter t"a,Feceral amount cT'the avotlrd'or>ncomrilrnont fc-,the <<c0ty',Jun*ir�d"i 01,on,4 or 5 10 (a) Erl'+Ilr the full mtrn,', city Star,:will..cep<.,cde eel Ise oobymg reg,strant under the Lobbying O.'sclosure Act c'1005 ortga5t— 11ru fopoiliot;unJly ldvitific,'jit Ilion.4 to the ccvefitri F4:Unrl at;iion fli) rw�f fl;,lull (:I,he peforloing Beirerces.an-j include fu I address if diffe-ent frr,-n 10 Enter Lan,,Namet,rvajF Nai-itj,and Middli,lrlit.al Accowing to the Panerbc,6(RechiMicti Act.as amended,no persons are required to raspcnc:to a corecVuri of Information unluss 4diS;)Iay,-a vulld ONIR Contial Number. ?ha va'id W.113 ccmral numLer for this informaLon cdle-tkm It; ONW No, 048-046. FIL.1,Ac reporting burden for this -ng existing data sources, collection of ir-,Iov,';aficln I*esbri-ratoe to tiv�twuo,'C 1xif response,including time for reviewing ris',ruc1ors.searz;h Send commence fogardir-,g [Irk-burden Z1.1d a a tioed"W, a viev.irig.in ill to 11 119 I �. llv� data and rornpiewig and re he c0p�fi r of iw 0-stililate-of iny rithe,aspect of thi..collecior of infor—a'kin, including suggestions'or raducing This buiden to thu ()lf,ce,of Managementand bUdoe7,F.ape`exjiw Reduction Project Vi'ashinTion,DC 20503. (RFv 04,16 PEge 12 of 12 Fresno County 17-10153 Exhibit G Glossary of EPO Related Acronyms and Terns ACS: Alternate Care Site Agency: A division of government with a specific function. In the Incident Command System, agencies are defined either as jurisdictional (having statutory responsibility for incident management) or as assisting or cooperating (providing resources or other assistance), Agency Representative: A representative of any agency that provides resources or personnel in support of an. incident. The Agency Representative is assigned to the Liaison Officer at the Incident Command Post or Emergency Operations Center and provides representation for their agency and assigned staff and/or resources. All—Hazards: Any incident, natural or manmade, that warrants action to protect life, property, environment, Public health or safety, and minimize disruptions of government, social, or economic activities. AmbulanceStrike Team (AST): Ambulance Strike Teams are positioned throughout the State to support local emergency medical service response, including medical transportation. There are both pre-designated and undesignated ASTs in California. Pre-designated ASTs are Linder contract with EN4SA and consist of 5 ambulances and I Disaster Medical Support Unit(DIVISU)that provides enhanced communication ability and supplies to support field deployment, including medical supplies and provisions for AST personnel- Use of the D1,ASUs and a requirement to provide ASTs,is by contract with EIVISA. Undesianated ASTs are organized at the local level and are not Linder contract with EMSA, although they may respond to requests from ErVISA in times of need, Assessment: The evaluation and interpretation of measurements and other information to provide a basis for decision making. Assistance-by-Hire: Assistance-by-hire resources are those elements of personnel and equipment which are provided through specific arrangements not associated with mutual aid. AST: Ambulance Strike Team CA-EF: California Emergency Function CA-EF8: California Emergency Function 8 (Public Health and Medical) CAHAN: California Health Alert Network Cal OES: California Office of Emergency Services Cal EPA: California Environmental Protection Agency California Department of Public Health (CDPH):The California Department of Public Health is dedicated to optimizing the health and well-being of the people in California and is the lead State agency Tor coordinating State-level Support for public health and)or environmental health incidents. CDPH's responsibilities include the following. administers and coordinates disaster-related public health programs and assesses hazards to the public's health: assists local public health departments and local environmental health departments in conducting public health functions.; coordinates with local health departments to conduct surveillance of infectious diseases in a disaster area and determines appropriate actionts to be taken to prevent and control disease outbreaks; provides Page 1 of 11 Fresno County 17-10153 Exhibit G Glossary of EPO Related Acronyms and Terms epidemiological and laboratory support through State and local public health and clinical laboratories and cooperating federal health and environmental laboratories, collects and analyzes data and reports information for public health emergency planning and response,- assesses health, safety, emergency preparedness and response plans for healthcare facilities-, ensures the safety of drinking water supplies-, assesses potential health effects, recommends protective measures and drafts measures to protect the public from chemical, biological, radiological and nuclear incidents; obtains and provides medical Supplies and pharmaceuticals following a disaster-. and assesses health, safety, emergency preparedness and response plans for health care facilities that the department regulates. California Disaster and Civil Defense Master Mutual Aid Agreement(it MAA)- An agreement entered into by and between the State of California, its various departments and agencies and the various political subdivisions, municipal corporations and public agencies of the State of California to assist each other by providing resources during an emergency. Mutual Aid occurs when two or more parties agree to furnish resources and facilities and to render services to each other in response to any type of disaster or emergency. California Emergency Function (CA-EF): The CA-EFs are a grouping of State agencies, departments and other stakeholders with similar functional activitiestresponsibilities whose responsibilities lend to improving the State's ability to collaboratively prepare for, effectively mitigate, cohesively respond to and rapidly recover from any emergency. CA-EFs unify a broad-spectrum of stakeholders with various capabilities, resources and authorities to improve collaboration and coordination for a particular discipline, California Emergency Function 8 (CA-EF8): CA-EF8, Public Health and Medical, coordinates public health and medical activities and services statewide in Support of local jurisdiction resource needs for preparedness, response and recovery from emergencies and disasters. The California Health and Human Services Agency is the lead agency for CA-EF8, California Emergency Management Agency(Cal EMA): Cal EIVIA is responsible the coordination of overall State agency response to major disasters in support of local government. The Agency is responsible for assuring the State's readiness to respond to and recover from all hazards—natural, manmade, war-caused emergencies and disasters— and for assisting local governments in their emergency preparedness, response, recovery and hazard mitigation efforts. California Emergency Services Act(ESA): An act within the California Government Code to insure that preparations within the State will be adequate to deal with natural, man-made, or war caused emergencies which result in conditions of disaster or in extreme peril to life, property and the natural resources of the State and generally to protect the health and safety and preserve the lives and property of the people of the State, California Medical Assistance Teams(CAL-MATs): California Medical Assistance Teams (CAL- MATs)are deployable teams that support specialized health response needs,such as disaster triage sites, clinics, medical shelters and hospitals including EMSA's three 200-bed Mobile Field Hospitals. ENISA maintains oversight of warehouse operations and cache management including vehicles, equipment and supplies, and coordinates team formation and response. The size of the team is determined by the medical mission. CAL-MAT: California Medical Assistance Teams Caltrans: California Department of Transportation Page 2 of 11 Fresno County 17-10153 Exhibit G Glossary of EPO Related Acronyms and Terms CCLHO: California Conference of Local Health Officers CDC: United States Centers for Disease Control and Prevention CDHOM.- California Disaster Health Operations Manual COMOM: California Disaster Medical Operations Manual CDPH: California Department of Public Health CEH.- CDPH Center for Environmental Health CHP: California Highway Patrol CID: CDPH- Center for Infectious Disease CHHS: California Health and Human Services Agency CMS: Centers for Medicare and Medicaid Services CSWC: California State Warning Center CUPA: Cedified Unified Program Agency DCDC: CDPH Division of Communicable Disease Control DWRLB: Drinking Water and Radiation Laboratory Branch DEODC: CDPH Division of Environmental and Occupational Disease Control DOC: Department Operations Center Demobilization: The orderly, safe, Find efficient return of an incident resource to its original location and status. Department Operations Center(DOC): An Emergency Operations Center specific to a single departrnent or agency. The focus is on internal agency incident management and response, DOCs are Usually linked to, and in most cases are physically represented within, a combined agency EOC through authorized representatives for the department or agency- DFDRS: CDPH Division of Food, Drug and Radiation Safety DHCS: Department of Health Care Services DHS., United States Department of Horneland Security DHV: Disaster Health Care Volunteers Disaster: A sudden calamitous event bringing great damage loss or destruction. See Major Disaster- Page 3 of 11 Fresno County 17-10153 Exhibit G Glossary of EPO Related Acronyms and Terms Disaster Healthcare Volunteers (DHV), DHV is a secure, web-based system that registers and credentials health professionals who may wish to volunteer during a disaster, including doctors, nurses, paramedics, pharmacists, dentists. mental health practitioners, etc. DHV may be locally accessed by all 58 counties and 43 Medical Reserve Corps Units to support a variety of local needs, including augmenting medical staff at HCFs or supporting mass vaccination clinics. EMSA administers the system, coordinates statewide recruitment efforts and ongoing training opportunities, DFIV is California's Eme;-gency System for the Advance Registration of Volunteer Health Professionals (ESAR-0-11"). DMAT: Disaster Medical Assistance Team DMORT: Disaster Mortuary Operational Response Team Emergency: Any incident, whether natural or manmade, that requires responsive action to protect life or property. Under the Robert T. Stafford Disaster Relief and Emergency Assistance Act, an emergency means any occasion or instance for which, in the determination of the President,federal assistance is needed to supplement State and local efforts and capabilities to save lives and to protect property and public health and safety, or to lessen or avert the threat of a catastrophe in any part of the United States, Emergency Assistance Agreements: Written or oral agreements between and among public and private agencies and organizations that provide a mechanism to quickly obtain emergency assistance in the, form of personnel, equipment, materials, and other associated services, The primary objective is to facilitate the rapid, short-term deployment of emergency support prior to, during, andlor after an incident. Such agreements often describe the circumstances, conditions, limitations, and provisions for reimbursement of costs reflated to the provision of assistance. Sometimes called day-today agrC-CRILMIS, Such arrangements may supplement resources whenever demand exceeds the available Supply of the needed resource. Pre-established emergency assistance agreements are distinct from "mutual aid" provided under the California Civil Defense Master Mutual Aid Agreement (MMAA). Emergency Management Assistance Compact(EMAC): A congressionally ratified organization that provides form and structure to interstate mutual aid.Through EMAC, a disaster-affected state can request and receive assistance frorn other member states quickly and efficiently. resolving two key iSSLIeS upfront: liability and reimbursement, Emergency Medical Services Authority(EMSA). ENISA has been designated as the lead agency for coordinating disaster medical services in California. It is responsible for coordinating the prompt delivery of disaster medical resources to local governments in support of their disaster medical response. This includes the acquisition of personnel and medical supplies and materials from unaffected regions of the State to meet the needs of affected Counties. EMSA also facilitates the evacuation of injured disaster victims to hospitals in areastregions not impacted by the disaster, Emergency Operations Center(EOC): The physical location at which the coordination of information and resources to SUPPOFt incident management (on-scene operations) activities normally takes place. An EOC may be a temporary facility or may be located in a more central or permanently established facility, perhaps at a higher level of organization within a jurisdiction. EOCs may be organized by major functional disciplines (e.g., fire, law enforcement, and medical services), by jurisdiction (e.g., Federal, State, regional, tribal, city, county). or some combination thereof. Pzigc 4 of 11 Fresno County 17-10153 Exhibit G Glossary of EPO Related Acronyms and Terms Emergency Operations Plan (EOP): The ongoing plan maintained by various jurisdictional levels for responding to a wide variety of potential hazards. Emergency System Activation:When an Operational Area activates any aspect of its Medical and Health Disaster Plan or when an incident leads to activation of Department Operations Centers (DOCs)andfor Emergency Operation Centers (EOCs). Evacuation: Organized, phased, and supervised withdrawal, dispersal, or removal of civilians from dangerous or potentially dangerous areas, and their reception and care in safe areas. Firefighting Resources of California Organized for Potential Emergencies (FIRESCOPE). FIRESCOPE was originally developed to improve the capability of firefighting agencies in southern California in allocating and managing fire suppression resources. The Current mission of FIRESCOPE is to provide recommendations and technical assistance to Cal EMA to provide 3 statewide program for California that unifies federal, State and local fire agencies into a single fire response system. Function: Function refers to the five major activities in ICS: Command, Operations, Planning, Logistics, and Fina nce/Admi nist ratio n- The same five functions are also found at all SEMS EOC Levels, At the EOC, the term N'lanagament replaces Command-The term function is also Used when describing the activity involved, e.g., the planning function.A sixth function. Intelligence/Investigations, may be established, if required, to meet emergency management needs. Hazard: Something that is potentially dangerous or harmful, often the root Cause of all Unwanted OLItCOIT-le. Hazardous Material.- Any material that because of its quantity, concentration, physical or chemical characteristics poses a significant present or threatened hazard to hunian health and safety or to the environment if released into the workplace or the environment (Health and Safety Code §25501).An umbrella term that includes but is not limited to hazardous materials: hazardous wastes; oil; petroleum products; radioactive materials-, radioactive wastes; mixed wastes(combination of radioactive and chemical)- biological agents; sewage and infectious wastes; industrial and agricultural chemicals (pesticides, herbicides, fungicides, etc.). explosives-, air contaminants and marine pollutants. Incident: An occurrence or event, natural or man-made, that requires a response to protect life or property. Incidents can, for example, include major disasters, emergencies, terrorist attacks, terrorist threats, civil unrest, wild-land and urban fires, floods, hazardous materials spills, nuclear accidents, aircraft accidents, earthquakes, hurricanes, tornadoes, tropical storms, tsunarnis, war-related disasters, public-health and medical emergencies. and other Occurrences requiring an emergency response. Incident Command Post(ICP): The field location where primary response functions are performed, Flip, ICP may be co-located with the incident base or other incident facilities_ IncidentCommand System (ICS): A standardized on-scene emergency management construct specifically designed to provide for the adoption of an integrated organizational structure that reflects the complexity and demands of single or multiple incidents, without being hindered by jurisdictional boundaries- ICS is the combination of facilities, equipment, personnel, procedures, and communications operating within a common organizational structure. designed to aid in the inanagernent of resources during incidents. It is used for all kinds of emergencies and is applicable to small as well as large and complex incidents. ICS is used by various jurisdictions and functional agencies, both public and private, to organize field-level incident management operations. P-39 e 5 of 11 Fresno County 17-10153 Exhibit G Glossary of EPO Related Acronyms and Terms Medical and Health Coordination Center(MHCC).- The MHCC is the co-located Emergency Operations Center for CDPH, DHCS and EIVISA. The role of the MHCC includes the following core functions: coordination, corninunications', resource allocation and tracking; and information collection, analysis and dissemination. Jurisdiction: A range or sphere of authority- Public agencies have jurisdiction at an incident related to their iegal responsibilities and authority- Jurisdictional authority at an incident can be political or geographical (e-g., Federal, State, tribal, and local boundary lines)or functional (e.g., law enforcement. public health). Jurisdictional Agency: The agency having jurisdiction and responsibility for a specific geographical area, or a mandated function. Liaison Officer: A member of the Command Staff(management staff at EOC) responsible for coordinating with representatives from cooperating and assisting agencieslorganizations.The Liaison Officer coordinates the initial entry of Agency Representatives into the EOC and provides guidance and SUPPOrt as required. Local Emergency Medical Services Agency(LEMSA): The agency, department, or office having primary responsibility for administration of emergency medical services in a county or multiple counties, including disaster medical preparedness and response. Local Environmental Health Department(EHD):The agency, department, or office having primary responsibility for administration of environmental health services in a county or counties, Local Government: A county, municipality, city, town, township, local public authoity, school district, special district, intrastate, district, council of governments (regardless of whether the council of governments is incorporated as a non-profit corporation under State law), regional or interstate governi-rierif entity, or agency or instrumentality of a local government,- an Indian tribe or authorized tribal entity, or in Alaska a Native village or Alaska Regional Native Corporation: a rural community, um'scurporated town or village, or other public entity, Local Health Department(LHD): The agency, department, or office having primary responsibility for adr-ninistr@tion of public health services in a county or city. Local Health Officer(LHO): City and county health officers are authorized by the Health and Safety Code to take any preventive measure necessary to protect and preserve the public health from any public health hazard during a local emergency or State of Emergency within their jurisdiction. Preventive measures include abatement, correction, removal, or any other protective steps which may be taken against any public health hazard that is caused by a disaster and affects public health. The local health officer may proclain-,a local emergency if he or she has been specifically designated to do so by ordinance adopted by the governing body of the jurisdiction (H&S Code, Section 101310). When a health emergency has been declared by a local health officer or board of supervisors, the local health officer has supervision and control over all environmental health and sanitation programs and personnel employed by the county during the Slate of Emergency. Logistics: Providing resources,and other services to support incident management. Pat,ie 6 Fresno County 17-10153 Exhibit G Glossary of EPO Related Acronyms and Terms Major Disaster: Any natural catastrophe (including any hurricane-, tornado, storm, high water, wind- driven vvater, tidal wave, tsunami, earthquake, volcanic eruption, landslide, mudslide, snowstorm, or drought) or, regardless Of cause, any fire,flood, or explosion in any part of the United States that, in the determination of the President, causes damage of sufficient severity and magnitude to warrant major disaster assistance under the Stafford Act to supplement the efforts and available resources of states, local governments, and disaster relief organizations,in alleviating the damage, loss, hardship, or suffering caused thereby, Medical Health Operational Area Coordinator(MHOAC): See Health and Safety Code §1797.153 (Appendix A). Medical Health Operational Area Coordination (MHOAC) Program: A comprehensive program Linder the direction of the MHOAC that supports the 17 functions outlined in Health and Safety Code §1797-153. Mission Support Team (MSTs), MSTs provide logistical support to deployed mobile medical assets maintained by EMSA, (e,a,, California Medical Assistance Teams, Mobile Field Hospitals, Ambulance Strike Teams, etc-), and also provide coordination bebNeen the requesting local jurisdiction and the deployed asset(s), Coordinated by EMSA, MSTs may consist of State, local government, and/or private sector personnel. The size of the MST is determined by the medical mission. Mitigation: Provides a critical foundation in the effort to reduce the loss of life and property from natural and/or manmade disasters by avoiding or lessening the impact of a disaster and providing value to the public by creating safer communities. Mitigation seeks to fix the cycle of disaster damage, reconstruction, and repeated damage.These activities or actions, in most cases, will have a long-term sustained effect, Mobile Field Hospitals(MFHs): In addition to local and federal MFHs, ENISA maintains three MFHs to assist with medical care during a disaster that impacts the operational status of the health care system, Each of EMSA's 200-bed MFI-I is a vendor-managed turnkey acute care hospital that provides basic emergency, surgical, intensive care unit, radiography and laboratory services and can be ready to receive patients within 72 hours of deployment, Mobilization: The process and procedures for activating, assembling, and transporting the resources that have been requested to respond to or Support an incident, Mobilization Center: An off-emergency location where emergency services personnel, equipment and supplies may be temporarily located, pending assignment to the emergency, release, or reassignment. Multi-Agency Coordination System (MAC System): A MAC System that provides the architecture -0 Support coordination for incident prioritization, critical resource allocation, communications systems integration, and information coordination. A MAC System includes facilities, equipment, personnel, procedures, and communications_ Two of the most commonly used elements are EOCs and MAC Groups, which assist agencies and organizations responding to an incident. MAC Groups typically consist of adi-ninistralors/executives, or their appointed representatives, who are authorized to commit agency resources and funds_ Page7 of I I Fresno County 17-10153 Exhibit G Glossary of EEO Related Acronyms and Terms Mutual Aid Coordinator: An individual at local government, Operational Area, Region or State Level that is responsible to coordinate the process of requesting, obtaining, processing and using mutual aid resources. Mutual Aid Coordinator duties will vary depending upon the mutual aid system_ MutualAid Region: A mutual aid region is a subdivision of the State,established to assist in the coordination of mutual aid and other ernefgency operations within a geographical area of the State, consisting of two or more Operational Areas. National Disaster Medical System (NITS): A federal medical response system that supplements state and local ernergency resources during disasters or major emergencies. NDMS may be activated in response to a presidential disaster declaration or a state request for major medical assistance, National Incident Management System (NIMS): Provides a systematic, proactive approach guiding government agencies at all levels, the private sector, and nongovernmental organizations to work seamlossly to prevent, protect against, respond to, recover from, and mitigate the effects of incidents, regardless of C'aLiSe, size, location, or complexity, in order to reduce the loss of life,or property and harm to the environment, Non-Governmental Organization (NGO): An entity with an association that is based on the interests of its members, individuals, or institutions. It is not created by a government, but it may work cooperatively with the governn-,ent. Such organizations serve a public Purpose, not a private benefit. Examples of NGOs include faith-based charity organizations and the American Red Cross. Operational Area (OA): An intermediate level of the State of California emergency organization, consisting of a county and all political subdivisions within the geographical boundaries of the County, Operational Period: The time scheduled for executing a given set of operation actions, as specified in the Incident Action Plan- Operational periods can be of various lengths, although LISUallY they last ,2-24 hours. Political Subdivision-, Includes any'city, city and county, county, tax or assessment district, or other, legally authorized local governmental entity with jurisdictional boundaries_ Preparedness: A continuous cycle of planning, organizing, training, equipping, exercising, evaluating, and taking corrective action in an effort to ensure effective coordination during incident response. Within NIMS. preparedness focuses on the following elements- planning, procedures and protocols, training and exercises, personrel qualification and certification, and equipment certification. Private Sector., Organizations/entiti-es that are not part of the governmental Structure. The private sector includes for-profit and not-for-profit organizations, formal and informal structures, commerce and industry. Public Health and Medical System: An inter-connected system of public and private entities whose -activities and responsibilities involve public health; environmental health: and medical services., including emergency medical services. The participants in the Public Health and Medical Systern include those involved in the delivery of health care in addition to those involved in the protection and Pr011-10tiOn Of public health and environmental health- Examples include but are not,limited to health care facilities such as hospitals, skilled nursing facilities, and community clinics; Indian health services: local health departments; local emergency medical services agencies-, local environmental he4l.h departments; ambulance providers: public health laboratories; public water systems: hazardous Page 8 of 11 Fresno County 17-10153 Exhibit G Glossary of EPO Related Acronyms and Terms materials responders; dispatch centers: and many other entities/organizations that conduct daily activities and/or emergency response activities relevant to public health, environmental health and medical services. Public Information: Processes, procedures, and systems for communicating timely, accurate, and accessible information on the incident's cause. size, and current situation, resources committed:and other matters of general interest to the public, responders, and additional stakeholders directly and indirectly -affected. Recovery: The development, coordination, and execution of service and site restoration plans; the reconstitution of government operations and services; individual, private sector, nongovernmental, and public assistance programs to provide housing and to promote restoration; long-term care and treatment of affected persons*, additional measures for social, political, environmental, and economic restoration;evaluation of the incident to identify lessons learned-. post incident reporting- and development of initiatives to rnitigate the effects Of future incidents. Regional Disaster Medical and Health Coordinator(RDMHC): See Health and Safety Code §1 79T 152 (Appendix 8), Regional Disaster Medical and Health Coordination (RDMHC)Program: A comprehensive program under the direction of the Regional Disaster Medical and Health Coordinator that supports information flow and resource management during unusual events and emergencies_ This program includes the Regional Disaster Medical and Health Specialist. Regional Disaster Medical Health Specialist(RDMHS): The Regional Disaster Medical Health Specialist is a component of the RDMHC Program that directly supports regional preparedness, response, mitigation and recovery activities. Region Emergency Operations Center(REOC): Regional facilities representing each of Cal EMA's three Administrative Regions (Inland, Coastal and Southern). REOCs provide centralized coordination of resources among Operational Areas within their respective regions, and between the Operational Areas and State level, Reimbursement: The recouping of funds expended for incident-specific activities. Resource Management. Efficient emergency management and incident response requires a,system for identifying available resources at all jurisdictional levels to enable firriely and unimpeded access to resources needed to prepare for, respond to, or recover from an incident. Resource management under NIMS includes mutual aid agreements and assistance agreements; the use of special Federal, State, tribal, and local tearns. and resource mobilization protocols. Resources: Personnel and rnajor itorns of equipment, supplies, and facilities available or potentially available for assignment to iricident operations and for which status is maintained, Resources are described by kind and type and may be used in operational support or supervisory capacities at an incident or at an EOC. Response: Activities that address the short-term, direct effects of an incident. Response includes immediate actions to save lives, protect property, and meet basic human needs. Response also includes the execution of emergency operations plans and of mitigation activities designed to limit the lo ss of life, personal injury, property damage, and other unfavorable outcomes. As indicated by the Page 0 of 11 Fresno County 17-10153 Exhibit G Glossary of ERG Related Acronyms and Terms situation, response activities include applying intelligence and other information to lessen the effects or consequences of an incident- increased security operations. continuing investigations into nature and source of the threat; ongoing public health and agricultural surveillance and testing processes; immunizations, isolation, or quarantine; and specific law enforcement operations aimed at preempting, interdicting, or disrupting illegal activity, and apprehending actual perpetrators and bringing there to justice. Response Information Management System (RIMS): The Internet-based information management systern maintained by the California Emergency Management Agency for collecting information on the disaster situation, communicating action plans, and requesting mission requests. Special District: A unit of locat government (other than a city, county. or city and county)with authority or responsibility to own, operate and maintain systems, programs, services, or projects(as defined in California Code of Regulations Section 2900(s for purposes of natural disaster assistance. This may include a joint powers authority established under Section 6500. Stafford Act: The Robert T_ Stafford Disaster Relief and Emergency Assistance Act establishes the programs and processes for the Federal Government to provide disaster and emergency assistance to States, local governments, tribal nations, individuals, and qualified private non-profit organizations. The provisions of the Stafford Act cover all hazards including natural disasters and terrorist events. Relevant provisions of the Stafford Art include a process for Governors to request Federal disaster and emergency assistance from the President.The President may declare a major disaster or emergency. Staging Area: An area established for the temporary location of available resources. A Staging Area can be any location in which personnel, supplies and equipment can be temporarily housed or parked while awaiting operational assignment. Standardized Emergency Management System (SEMS): A system required by California Government Code for managing response to multi-agency and multi jurisdictional emergencies in California. SEIVIS consists of five organizational levels, which are activated as necessary: Field response. Local Government, Operational Area, Region and State. State Operations Center(SOC):The SOC is operated by the California Emergency Management Agency- It is responsible for tile centralized coordination. of State resources in support of the three Cal EMA Administrative Regions (REOCs). It is also responsible for providing updated situation reports to the Governor and legislature. Tribal Entity: Any Indian tribe, band, nation, or other organized group or community., including any Alaskan Native Village as defined in or established pursuant to the Alaskan Native Claims Settlement Act(85 stat. 688)143 U.&C.A. and 1601 et seql. Unified Command.-An ICS application used when more than one agency has Incidentjurisdiction or when incidents cross Political jurisdictions_Agencies work together through the designated members of the UC, often the senior person fr0rTl agencies and/or disciplines participating ill the UC, to establish a common set of objectives and strategies and a single Incident Action Plan. Unusual Event: An Unusual event is defined as an incident that significantly impacts or threatens public health, environmental health or medical services. An unusual event may be self-limiting or a precursor to emergency system activation. The specific criteria include any of the following.- Page. 10 of 11 Fresno County 17-10153 Exhibit G Glossary of EPO Related Acronyms and Terms • The incident significantly impacts or is anticipated to impact public health or safety; • The incident disrupts or is anticipated to disrupt the Public Health and Medical System; • Resources are needed or anticipated to be needed beyond the capabilities of the Operational Area. including those resources available through existing agreements (day-to-day agreements, memoranda of understanding, or other emergency assistance agreements); The incident produces media attention or is politically sensitive; • The incident leads to a Regional or State request for information; and/or • Whenever increased information flow from the Operational Area to the State will assist in the management or mitigation of the incident's impact Page 1 I of 11 Slalc c Czlifni nia I fn:llth fg Farm, Ageno Exhibit H Contractor's Release Instructions to Contractor: With final invoice(&'I submit one(1)original and one(1)copy. The original must bear the original signature of a person authorized to bind the Contractor. The additional copy may bear photocopied signatures. Submission of Final Invoice Pursuant to contract number #17-10153 entered into bemeen the State of California Department of Public Fleaith (CDPF0 and the Contractor(identified belcvo,tte Contractor does acknowledge that furl payment has been requested via invoice TILIMber(s) .in the arriounit(s)of$ and dated It necessary,enter"See Attached"in the appropriate blocks and attar 'a -numbers,dollar 2MOLIMS and invoice dates. Release of all Obligations By signing tnis forn,,,and upon receipt of the amount specified in trio jnvci:e nurriber(s)referenced above,the Contractor does hereby release and discharge the State,its officers,agents and employees of and from any and 211 liabilities,obligations,claims,and demands whatsoever arising from the above referenced contract. Repayments Due to Audit Exceptions I Record Retention By signing this form,Contractor acknowledges that expenses aulthurized for reirriburserrient does not guarantee final allowabllity of said expenses. Contractor agrees that the amount of any sustained audit exceptions resulting frorn any subsequent audit made a't or final payment will be refunded to tbe State_ Allexpe.-se and accotinting records related to zhe above referenced contract must be maintained for audit purposes for no less than three years oeyond the datee of final payment.unless a longer term is stated in said contract. Recycled Product Use Certification By signing IN,;form,Contractor Gefflffe$Linder penalty of perjury that a minimum of 0%unless otherwise specified in writing of post consumer roatenal,as do-ined*in the Oublio Contract Code Section 12200,in products,materials,goods,or supplies offered or sold to tne Slate regardless of whether it meets the requirements of PuNk Contract Code Section 122G9. Contractor specifiesthat printer or duplication cartridges offered or sold to the State comply with the requirements of Section 12156(e). Reminder to Return State Equipment/Property(if Applicable) (Applies only if equipment was prov-,,ded by CDFI1-.r purchased*fth or relrribu:sed by cortrac-,funds) Urress CDPH has approved tie continued use and possession of State equipment(as defined in the above referenced contracQ for use it-,,connection%,.,i-h another CDPH agreement,Contractor agrees lo Promptly initiate arrangements to account for and return said equiprinent to CDPH,at CDPH's oxpense,if said equ.prncnt has not passed its-,;seful IL'fe-expectancy as defined in Lie above referenced contract, Patents I Other Issues By sign ng this form,Contractor furt"er agrees,in connection lvith patent matters and v.1111 any claims that are not specifically released as set forth,above,that it will comply,,%44h all of the provisions contained in the above referenced contract,Including,but not lirniled to, those provisions relating to notification to the Staze and related to the defense or prosecution of litigation_ ONLYSIGN AND DATE THIS DOCUMENT WHEN ATTACHING TO THE FINAL INVOICE Ccintract&s Legal Name(as on corltacl): S=anature ref Contractor or Official Designee, Date: Prinfed Na-f-ric/Tit h, of Person Signing: CQPH Distribution: Accourling;Oliqrall, Pf'�narn STATC OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES CALIFORNIA CIVIL RIGHTS LAWS ATTACHMENT OFFICE OF LEGAL SERVICES DGS 0LS 04(Rev.01117) Pursuant to Public Contract Code section 2010, a person that submits a bid or proposal to, or otherwise proposes to enter into or renew a contract with, a state agency with respect to any contract in the amount of$100,000 or above shall certify, under penalty perjury, at the time the bid or proposal is submitted or the contract is renewed, all of the following: 1. CALIFORNIA CIVIL RIGHTS LAWS: For contracts executed or renewed after January 1, 2017, the contractor certifies compliance with the Unruh Civil Rights Act (Section 51 of the Civil Code)and the Fair Employment and Housing Act(Section 12960 of the Government Code); and 2. EMPLOYER DISCRIMINATORY POLICIES: For contracts executed or renewed after January 1, 2017, if a Contractor has an internal policy against a sovereign nation or peoples recognized by the United States government, the Contractor certifies that such policies are not used in violation of the Unruh Civil Rights Act(Section 51 of the Civil Code) or the Fair Employment and Housing Act(Section 12960 or the Government Code). CERTIFICATION r--------------------------------------------------- ---- -- -- --------t I, the official named below, certify under penalty of perjury un-der FFederal ID Number the laws of the State of California that the foregoing is true and correct. 946000512 i r i � Proposer/Bidder Firm Name(Pr7nted) County of Fresno -------------------------------------------------- ---------------a By(Au Lori d Signature} ATTEST: BERNICE E.SEIDEL,Clerk F ----------------------------------- Board of Supervisors Printed Name and Title of Person Signing B Brian Pacheco, Chairman, Board of Supervisors y e uty -------------------------------- --------------------- j Date Executed i Executed in the County and Stare of Fresno California �--- '--"-�^�-----+-----------1-----------------------------------------------� ATTACHMENT 19 2017-2022 Public Health Emergency Preparedness (PREP), General Fund Pandemic Influenza (CIF Pars Flu) and Hospital Preparedness Program (HPP) Funding NON-SUPPLANTATION CERTIFICATION FORM Name of Local Entity: County of Fresno As the duly authorized representative of the above-named County, I hereby certify as follows: 1. The funds allocated by the California Department of Public Health (CDPH) under the Contract will not be used to supplant funding for existing levels of service and shall only be used for the purposes specified in the Contract. 2. Upon receipt, the funds will be deposited into an interest-bearing local public health preparedness trust fund established solely for this purpose before the funds are transferred or expended for any of the purposes allowed in the Application Work Plan and Budget, as approved by the CDPH. Chairperson, Board of Supervisors, Mayor of a City or designee: Signature: Printed Name: Brian Pacheco Title: Chairman, Board of Supervisors ATTEST: Phone: 559-600-1000 BERNICE E.SEIDEL,Clerk Board of Supervisors Date: ��.. $ 2��`� By De uty Please return the original signed certification with your FY 2017-2.2 PHEP, GF Pan Flu and HPP Funding Agreement to: California Department Public Health Emergency Preparedness Office Attn: Local Management Unit MS 7002 P.O. Box 997377 Sacramento, CA 95899-7377 Page 1 of 1 AGREEMENT BETWEEN THE COUNTY OF FRESNO AND THE STATE OF CALIFORNIA No.: California Department of Public Health Term: July 1, 2017—June 30, 2022 2017—2022 Public Health Emergency Preparedness/ General Fund Pandemic Influenza/and Hospital Preparedness Program Agreement No. 17-10153 APPROVED AS TO LEGAL FORM: DANIEL C. CEDERBORG, COUNTY COUNSEL r r � By AP OVED AS TO ACCOUN FORM: OSCAR J. GARCIA, CPA, AUDITOR-CONTROLLER/ TREASURER-TAX COLLECTOR By i REVIEWED AND RECOMMENDED FOR APPROVAL: By_� . - /X David Poa4 mavil e Director Department of Public Health Fund/Subclass: 0001/10000 Organization#: 56201619, 1621, 1623, 1626, 1691 Revenue: 5957 ks