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Agreement A-15-266 for the Ca Home Visiting Program.pdf
1. Service Overview Exhibit A Scope of Work County of Fresno 15-10157 County of Fresno agrees to provide the following services to the California Department of Public Health (CDPH). The California Home Visiting Program (CHVP) was created as a result of the Patient Protection and Affordable Care Act of 2010, Social Security Act, Title V, Section 511 (42 U.S.C. §711). The purpose of this contract is to provide comprehensive, coordinated in-home services to support positive parenting, and to improve outcomes for families residing in identified at-risk communities. Programs are meant to target participant outcomes which include: improved maternal and child health, prevention of child injuries, child abuse and maltreatment, and reduction of emergency department visits, improvement in school readiness and achievement, reduction in crime or domestic violence, improvements in family economic self-sufficiency, and improvements in the coordination and referrals for other community resources and supports. 2. Service Location The operation of County of Fresno's Nurse Family Partnership program provides primary prevention services for first time mothers focusing on the underserved southeastern area of the county. Services are provided to families in Del Rey, Fowler, Kingsburg, Laton, Malaga, Orange Cove, Parlier, Reedley, Sanger and Selma. The northern border is Kings Canyon Road. The southern border is the Northern Tulare County line. The eastern border is the FrianUKern canal. The western border is Highway 41. 3. Service Hours The services shall be provided during normal Agency working hours, excluding holidays. 4. Project Representatives A. The project representatives during the term of this agreement will be: California Department of Public Health Stephen Fong, Contract Analyst Telephone: (916) 650-0340 Fax: (916) 650-0309 Email: stephen.fong@cdph.ca.gov County of Fresno Rose Mary Garrone, MCAH Director Telephone: (559) 600-3330 Fax: (559) 600-7729 Email: rgarrone@co.fresno.ca.us Page 1 of 17 B. Direct all inquiries to: Exhibit A Scope of Work County of Fresno County of Fresno 15-10157 California Department of Public Health Financial Management & Contract Operations Attention: Stephen Fang, Contract Analyst 1615 Capitol Avenue, Suite 73.560, MS 8305 Attention: Rose Mary Garrone, MCAH Director P. 0. Box 11867, Fresno, CA 93775 Telephone: (559) 600-3330 P.O. Box 997420 Sacramento, CA 95899-7420 Telephone: (916) 650-0340 Fax: (916)650-0309 Email: stephen.fong@cdph.ca.gov Fax: (559) 600-7729 Email: rgarrone@co.fresno.ca.us 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. 5. Subcontracting Requirements All subcontracting must comply with the requirements of the State Contracting Manual, Sections 3.03, 3.06, 3.18, and 4.04, as applicable. 6. Authority The Patient Protection and Affordable Care Act of 2010 established the Maternal, Infant and Early Childhood Home Visiting (MIECHV) Program to provide an opportunity for collaboration and partnership at the federal, state, and community levels to improve outcomes for families who reside in at-risk communities through evidence-based home visiting programs. The Local Health Jurisdiction (LHJ) agrees to provide the services presented in this Scope of Work (SOW) from the California Department of Public Health, Maternal, Child and Adolescent Health (CDPH/MCAH) Division in collaboration with the California Home Visiting Program Branch for implementation of the California Home Visiting Program (CHVP). The funded LHJ/Agency is referred to as "LHJ site" in this SOW. CHVP shall strive to develop collaborative community systems that protect and improve the health and developmental outcomes for California's pregnant women, parents, and families. The purpose of the SOW is to provide parameters for implementing or expanding an existing Nurse-Family Partnership (NFP) or Healthy Families America (HFA) home visiting program in accordance with Federal MIECHV and State requirements to achieve positive outcomes for each of the following five goals: 1. Provide leadership and coordinate maternal and early childhood systems and supports to advance federal, state, and local efforts to improve the health and well-being of families in California Page 2 of 17 2. Cultivate strong communities Exhibit A Scope of Work 3. Promote maternal health and well-being 4. Improve infant and child health development 5. Strengthen family functioning County of Fresno 15-10157 Each LHJ site shall assure program integrity and fidelity to their selected evidenced-based model. The site shall comply with the terms of this SOW and its attachments, including CHVP Operational Requirements, in their entirety. These requirements include, but are not limited to, fulfilling all deliverables associated with benchmark constructs, attending required meetings and trainings, using a version of the Efforts to Outcomes data system (referred herein as the "CHVP ETO data system") to measure outcomes, perform continuous quality improvement, enter and submit timely data, and complete other reports as required. LHJ site agrees to abide by the Maintenance of Effort (MOE) as defined in the Affordable Care Act Section 295: "Funds provided to an eligible entity recetvmg a grant shall supplement, and not supplant, funds from other sources for early childhood visitation programs or initiatives. The grantee must agree to maintain non-Federal funding (State General Funds) for grant activities at a level which is not less than expenditures for such activities as of the date of enactment of this legislation, March 23, 2010." All activities in this SOW shall take place from receipt of funding beginning July 1 through June 30 of each contracted year contingent on availability of funds and spending authority. The table below summarizes a list of reports due to CHVP. Specifics related to the contents of reports are described further in this SOW and located under Evaluation/Performance Measure of each objective. Reporting From To Due Date 1st Status Report 2"d Status Report 3rd Status Report July 1 November 1 March 1 October 31 February 28 June 30 November 30 March 31 July 31 See the following pages for a detailed description of the services to be performed. Page 3 of 17 Exhibit A Scope of Work County of Fresno 15-10157 Goal1: Provide leadership and coordinate maternal and early childhood systems and supports to advance federal, state, and local efforts to improve the health and well-being of families in California. Evaluation/Performance Measures Short and/or Intermediate Intervention Activities to Meet Objectives Process, Short and/or Intermediate Measures l # Objective(s) (Describe the steps of the intervention) Process Description and Short and/or Intermediate l Measures Outcome Measure(s) MCAH DIRECTOR'S RESPONSIBILITIES (.1) The MCAH Director must be designated as Submit organizational chart 0.15 Full Time Equivalent (FTE) on the CHVP and budget with contract. bucJget.1 (.2) Provide informative advice, guidance, and assistance to LHJ site managers, supervisors, staff, and various non-profit and private entities on all matters related to the development, I implementation, operation, administration, I The LHJ Maternal, Child and evaluation, and funding for CHVP. Adolescent Health (MCAH) Director (.3) Participate in activities to improve the local Complete all required CHVP l 1.1 and/or designee will provide early childhood systems of services with specific surveys regarding change in oversight to the LHJ and/or its emphases on enhancing cross-agency systems of care. subcontractors with matters related coordination, collaboration and communication; to CHVP. preventing duplication of services; addressing gaps in local services and supports; and integrating home visiting. (.4) LHJ site shall hire and maintain sufficient staff Report staffing changes to Submit staffing changes in 1 to serve 100 clients and adhere to the specific CHVP. Status Reports. evidence-based model guidelines. (.5) Conduct an annual review of policies and Provide a brief description of Present to CHVP when procedures and update policies, procedures, or policies that have been requested at Site Visit. processes as needed revised or added. 2 CULTURAL SENSITIVITY 1.2 J LHJ Site will implement hom_e __ (.1) LHJ staff will participate in trainings or Maintain a training log which Present to CHVP when ----Page 4 of 17 # Short and/or Intermediate Objective(s) visiting programs using culturally sensitive home visiting practices. 1.2 NFP AND HFA CORE TRAINING LHJ site will ensure staff completes 1.3 required NFP or HFA core trainings. CASELOAD REQUIREMENTS NFP and HFA Sites: 100 families will be enrolled within 15 months of 1.4 program implementation and maintained throughout the duration of the program. Exhibit A Scope of Work Intervention Activities to Meet Objectives (Describe the steps of the intervention) educational opportunities designed to enhance cultural sensitivity by utilizing cultural sensitivity trainings via webinars and/or attending trainings. (.2) Staffing should reflect the diverse cultures and languages of the LHJ population being served. When possible hire staff that reflect the culture and speak the language of clients. (.3) Use culturally sensitive materials and translation services when necessary. (.1) LHJ site shall ensure that home visiting staff is trained in appropriate curricula, assessment tools and other items as needed. 3 ( .1) LHJ site shall receive referrals from appropriate agencies and triage as appropriate to meet the required enrollment number of families.4 PROGRAM FIDELITY AND QUALITY ASSURANCE LHJ site will ensure CHVP and (.1) LHJ site supervisor will manage staff activities 1.5 using reflective supervision based on NFP and NFP/HFA program fidelity. HFA model requirements. PARTICIPATION IN EXTERNAL EVALUATION MIECHV Competitive Grant (.1) Ensure all MIECHV staff cooperate and recipients (Merced County, Fresno participate in external evaluation activities 1.6 County, Sacramento County, Los including: interviews, facilitating evaluator site Angeles County, Nevada County, visits, assisting in client participation, and all other Stanislaus County, San Mateo meetings and/or calls/webinars/contacts County, and Solano County) will associated with the external evaluation. Page 5 of 17 County of Fresno 15-10157 Evaluation/Performance Measures Process, Short and/or Intermediate Measures Process Description and Short and/or Intermediate Measures Outcome Measure(s) includes topic, trainer, and list requested at Site Visit. of attendees. Observe at Site Visit. Present to CHVP when requested at Site Visit. Maintain a training log which Present to CHVP when includes topic, trainer, and list requested at Site Visit. of attendees. Maintain an outreach log Present to CHVP when which includes program requested at Site Visit. contacted, method, materials used and date of contract. Observe at Site Visit. Program staff participated in all external evaluation activities as needed. ; I I # Short and/or Intermediate Objective(s) work with the CHVP external evaluator and ensure that all data are provided as requested. Sites selected to participate in MIHOPE (Mother and Infant Home Visiting Program Evaluation), the national evaluation for MIECHV, will 1.7 work with the MIHOPE external evaluators and ensure all operational procedures, data, and interviews are satisfied as requested. DATA COLLECTION REQUIREMENTS Collect participant information and outcome data using the model and 1.8 CHVP-required forms through self-report and observation at each of the defined time intervals. Collect all information that will contribute to the 35 constructs that 1.9 comprise the six federally-mandated benchmark domains and additional evaluation measures specified by CHVP. -Exhibit A Scope of Work Intervention Activities to Meet Objectives (Describe the steps of the intervention) (.1) Ensure all MIHOPE staff cooperate and participate in external evaluation activities including: interviews, randomization, client enrollment in the evaluation, facilitating evaluator site visits, assisting in client participation, and all other meetings and/or calls/webinars/contacts associated with the external evaluation. (.1) LHJ sites will use model required data forms and processes as defined in the model specific data collection requirements for NFP or HFA. (.2) Appropriate LHJ staff shall collect and enter the data defined in the NFP or HFA ETO User Manual into the secure ETO data system within seven working days of the client visit and as required by NFP or HFA. (.3) Staff shall verify the accuracy and completeness of data input into the CHVP and NFP ETO sy_stems. (.1) LHJ sites will use CHVP required data forms and processes as defined in the CHVP Data Collection Manual. (.2) Appropriate LHJ staff will collect and enter the data defined in the CHVP ETO User Manual into the secure ETO data system on an ongoing basis and as required by CHVP. (.3) Staff will verify the accuracy and completeness Page 6 of 17 County of Fresno 15-10157 Evaluation/Performance Measures Process, Short and/or Intermediate Measures Process Description and Short and/or Intermediate Measures Outcome Measurels) Program staff participated in all external evaluation activities as needed. Review data system reports and discuss during regularly scheduled Continuous Quality Improvement (CQI) conference calls. Retain audit documentation Present to CHVP when for review at site visits. requested at Site Visit. - - ---------------i # Short and/or Intermediate Objective(s) Assure CQI process is in place at 1.10 LHJ and coordinate efforts with CHVP. -·------· Exhibit A Scope of Work Intervention Activities to Meet Objectives (Describe the steps of the intervention) of data input into the CHVP and NFP ETO data systems. Supervisor and/or peer will audit 1 0% of all current charts quarterly. (.4) Supervisors will use CHVP-created reports as they become available in the ETO Data System for the purposes of data cleaning, Continuous Quality Improvement, and for program management. Sites may periodically be required to run reports as directed by the QA Team. (.1) Perform model-specific and CHVP-directed CQI activities. Update LHJ site-specific CQI plan based on guidelines in the CHVP Policies and Procedure Manual. (.2) Identify priority program or evaluation areas for focus in CQI teleconferences; also identify strengths and best practices and create action steps for CQI. Participate in CQI teleconferences with CHVP QA team. Discuss ongoing internal CQI ~recess (.3) Coordinate communication of quality assurance/improvement activities between the LHJ program and Community Advisory Board (CAB) or other community collaborative designated to address quality improvement. Page 7 of 17 County of Fresno 15-10157 Evaluation/Performance Measures Process, Short and/or Intermediate Measures Process Description and Short and/or Intermediate Measures Outcome Measure{s) Submit in designated Status Report. Identify and report action steps to address priority areas and ongoing internal CQI process. . On CQI calls, discuss highlights of CAB or other community group discussions related to CQI including recommendations and outcomes. i I ----- Goal2: Cultivate strong communities. Exhibit A Scope of Work The federally required benchmarks and constructs corresponding to Goal 2 include: County of Fresno 15-10157 Improvement in the coordination and referrals for other community resources and supports: number of families identified for necessary services; number and percentage of families that required services and received a referral to available community resources; number of completed referrals; number of Memoranda of Understanding or other formal agreements with other social service agencies in the community; number of agencies with which the home visiting provider has a clear point of contact in the collaborating community agency [that] includes regular sharing of information between agencies Evaluation/Performance Measures # Short and/or Intermediate Intervention Activities to Meet Objectives Process, Short and/or Intermediate Measures Objective(s) (Describe the steps of the intervention) Process Description and Short and/or Intermediate Measures Outcome Measure(s) COMMUNITY ADVISORY BOARD (.1) Maintain CAB activities including: Maintain a list of current CAB Submit in designated Status • Recruitment of members and active members. Report participation • Quarterly meetings • Meeting minutes • NFP-refer to Model Element 17 • HFA-refer to Self-Assessment Tool, 2.1 LHJ site will maintain a Community Governance and Administration (GA) -1 Advisory Board (CAB) • CAB will assist in informing program operation, quality assurance/improvement, child and family advocacy, and public awareness of home visiting. • CAB will assist with efforts to improve systems integration, interagency coordination, information sharing, and referral systems. INCREASE FORMAL AGREEMENTS LHJ site will increase or enhance the ( .1) Develop community partnerships and facilitate Maintain an outreach log Present to CHVP when 2.2 number of formal agreements, coordination and integration of services among which includes program requested at Site Visit. informal written agreements, and/or MCAH and other community programs/services. contacted, method, materials MemorandLJ_ms ~f Understanding used and date of contract. Page 8 of 17 # Short and/or Intermediate Objective(s) (MOUs) with other local social service agencies in the community. LHJ site will increase the number of collaborating community agencies 2.3 with whom they have a clear point of contact. 2.4 Clients will access services and resources in their community for each identified need through a referral process. Exhibit A Scope of Work Intervention Activities to Meet Objectives (Describe the steps of the intervention) (.2) Develop and/or maintain formal agreements, informal written agreements (e.g. letters of support) and/or MOUs with community agencies and other service providers. ( .1) Develop collaborative relationships with local service agencies and hospitals in the community to create and maintain ties. (.2) LHJ site will develop a clear point of contact (person/s) with collaborating community agencies for purposes of making warm referrals by phone or in person on a participant's behalf. (.3) Educate the community about CHVP services. (.1) Home Visitor will make appropriate referrals and LHJ will develop a process to ensure follow-up to pending referrals are completed. Train staff to follow-up on referrals made to clients. (.2) Maintain access to, or develop an updated directory of, community referral resources and services. - - - -Page 9 of 17 County of Fresno 15-10157 Evaluation/Performance Measures Process, Short and/or Intermediate Measures Process Description and Short and/or Intermediate Measures Outcome Measure(s) Respond to CHVP Service Provider survey regarding MOUs and other agreements. Respond to CHVP Service Provider Survey regarding agencies with which you have warm referral relationships. Maintain an outreach log Present to CHVP when which includes program requested at Site Visit. contacted, method, materials used and date of contract. Maintain training log. Observe at Site Visit. Maintain a current referral Present to CHVP when resources and services requested at Site Visit. directory. -j I I I i I I I I Goal 3: Promote Maternal Health And Well-being. Exhibit A Scope of Work The federally required benchmarks and constructs corresponding to Goal 3 include: County of Fresno 15-10157 Improved Maternal and Newborn Health -Prenatal care; Parental use of alcohol, tobacco, or illicit drugs; Preconception care; Inter-birth intervals; Screening for maternal depressive symptoms; Breastfeeding; Well-child visits; Maternal and child health insurance status Evaluation/Performance Measures # Short and/or Intermediate Intervention Activities to Meet Objectives Process, Short and/or Intermediate Measures Objective(s) (Describe the steps of the intervention) Process Description and Short and/or Intermediate Measures Outcome Measure(s) INCREASE NUMBER OF WOMEN RECEIVING PRENATAL CARE Increase the number of women who (.1) Educate and reinforce the importance of early Clients are provided Observed at Site Visit. and adequate prenatal care. education and referral. 3.1 receive prenatal care as a result of Identify and explore solutions participating in CHVP. (.2) Identify and address barriers to keeping Update in Status Report. prenatal appointments. to emerging barriers. INCREASE MATERNAL ACCESS TO HEALTH INSURANCE (.1) Provide information and referrals to clients on Maintain a current referral Present to CHVP when Increase the number of women with how to access health insurance and the benefits of resources and services requested at Site Visit. 3.2 health insurance during pregnancy health care coverage. directory. and postpartum. (.2) Collaborate with local programs to decrease Identify and explore solutions Update in Status Report. barriers to accessing healthcare insurance. to emerging barriers. DECREASE NUMBER OF MATERNAL EMERGENCY DEPARTMENT (ED) VISITS 3.3 Decrease non-emergency use of (.1) Educate families on appropriate use of EDs Clients are provided Observed at Site Visit. Hospital Emergency Departments and patient centered medical homes for their own education and referral. (ED). routine care. DECREASE MATERNAL USE OF ALCOHOL, TOBACCO AND ILLICIT DRUGS Decrease or stop maternal use of (.1) Assess mother for alcohol, tobacco, and illicit Maintain a current referral Present to CHVP when drug use during pregnancy and postpartum; resources and services requested at Site Visit. 3.4 alcohol, tobacco, and illicit drugs provide information and referrals to counseling as directory. during pregnancy and postpartum. appropriate. DECREASE THE NUMBER OF WOMEN WITH SUBSEQUENT PREGNANCY WITHIN 18 MONTHS Decrease the number of women with (.1) Assist clients in reproductive life planning. Clients are provided Observed at Site Visit. 3.5 a subsequent pregnancy within 18 education and referral. months postpartum and increase the Page 10 of 17 I # Short and/or Intermediate Objective(s) number of women using contraception up to 12 or more months postpartum. Exhibit A Scope of Work Intervention Activities to Meet Objectives (Describe the steps of the intervention) INCREASE THE NUMBER OF WOMEN SCREENED FOR MATERIAL DEPRESSION AND PARENTAL STRESS Increase the number of women (.1) Educate women on the signs and symptoms of 3.6 screened for maternal depression maternal depression and stress. and parental stress; increase the number referred for services. INCREASE BREASTFEEDING INITIATION, EXCLUSIVITY, AND DURATION (.1) Encourage and support breastfeeding: • Educate women on the importance of Increase the number of prenatally initiating breastfeeding and continuing enrolled women initiating through one year postpartum. breastfeeding; increase exclusive 3.7 breastfeeding up to 6 months of age; • Educate and support women on the and increase the duration of the importance of exclusive breastfeeding for at breastfeeding period in the first year least 6 months. of life. • Refer to breastfeeding and lactation support when appropriate (WIC Peer Counseling Program or other local resource}. INCREASE NUMBER OF WOMEN RECEIVING POSTPARTUM APPOINTMENTS WITHIN 6 WEEKS (.1) Educate women regarding the importance of a Increase number of women who postpartum visit. 3.8 have a postpartum visit within 6 (.2) Make an appropriate referral to women in need weeks. of postpartum care. Page 11 of 17 County of Fresno 15-10157 Evaluation/Performance Measures Process, Short and/or Intermediate Measures Process Description and Short and/or Intermediate Measures Outcome Measure{s) Clients are provided Observed at Site Visit. education and referral. Processes in place to ensure Observed at Site Visit. client is provided education and support. Clients are provided Observed at Site Visit. education. Maintain a current referral Present to CHVP when resources and services requested at Site Visit. directory. Exhibit A Scope of Work County of Fresno 15-10157 Goal 4: Improve Infant and Child Health and Development The federally required benchmarks and constructs corresponding to Goal 4 include: # Improved Maternal and Newborn Health Prenatal care; Parental use of alcohol, tobacco, or illicit drugs; Preconception care; Inter-birth intervals; Screening for maternal depressive symptoms; Breastfeeding; Well-child visits; Maternal and child health insurance status Child Injuries, Child Abuse, Neglect, or Maltreatment and Reduction of Emergency Department Visits Visits for children to the emergency department from all causes; Visits of mothers to the emergency department from all causes; Information provided or training of participants on prevention of child injuries; Incidence of child injuries requiring medical treatment; reported suspected maltreatment for children in the program; Reported substantiated maltreatment for children in the program; First-time victims of maltreatment for children in the program. Improvements in School Readiness and Achievement Parent support for children's learning and development; Parent knowledge of child development and of their child's developmental progress, Parenting behaviors and parent-child relationship; Parent emotional well-being or parenting stress; Child's communication, language and emergent literacy; Child's general cognitive skills Intervention Activities to Meet Evaluation/Performance Measures Short and/or Intermediate Objective(s) Objectives (Describe the steps of the Process, Short and/or Intermediate Measures intervention) Process Description and Short and/or Intermediate Measures Outcome Measure(s) INCREASE THE NUMBER OF CHILDREN WITH HEALTH INSURANCE Increase number of children who have health (.1) As needed, assist parents in the Maintain a current referral Present to CHVP when 4.1 insurance continuously through two years of referral and application process for low resources and services requested at Site Visit. cosUno cost health insurance programs directory. age. for their children. 4 DECREASE THE NUMBER OF EMERGENCY DEPARTMENT (ED) VISITS FOR CHILDREN Increase parental awareness on appropriate (.1) Educate parents on appropriate use Clients are provided Update in Status Report. 4.2 use of Emergency Department (ED) visits for of ED and help establish a medical home education. children. for their child's routine care. INCREASE THE NUMBER OF CHILDREN RECEIVING ALL AAP RECOMMENDED WELL-CHILD VISITS Increase the number of children who receive (.1) Assist families in understanding the Clients are provided Observed at Site Visit. importance of well-child visits and education. 4.3 all recommended well-child visits from 0-2 years. immunizations. Support parents to adhere to scheduled well-child visits. PROMOTE CHILD SAFETY AND INJURY PREVENTION --Page 12 of 17 I # Short and/or Intermediate Objective(s) 4.4 Decrease the incidence of child injuries requiring medical treatment. CHILD ABUSE AND NEGLECT PREVENTION 4.5 Prevent child abuse and neglect. Exhibit A Scope of Work Intervention Activities to Meet Objectives (Describe the steps of the intervention) (.1) Educate and support families in child injury prevention. 5 (.1) Provide resources to parents to prevent child abuse. (.2) Provide support for appropriate parenting skills and refer to parenting classes, counseling, or other support resources. (.3) Provide emotional support to the family. (.4) Look for signs of child abuse and/or neglect through observation at each home visit and report suspected abuse. Page 13 of 17 County of Fresno 15-10157 Evaluation/Performance Measures Process, Short and/or Intermediate Measures Process Description and Short and/or Intermediate Measures Outcome Measure(s) Clients are provided Observed at Site Visit. education. Maintain a current referral Present to CHVP when resources and services requested at Site Visit. directory. Maintain a current referral Present to CHVP when resources and services requested at Site Visit. directory. Observed at Site Visit. Observed at Site Visit. Exhibit A Scope of Work County of Fresno 15-10157 Goal 5: Strengthen family functioning The federally required benchmarks and constructs corresponding to Goal 5 include: Child Injuries, Child Abuse, Neglect, or Maltreatment and Reduction of Emergency Department Visits Visits for children to the ED from all causes; Visits of mothers to the ED from all causes; Information provided or training of participants on prevention of child injuries; Incidence of child injuries requiring medical treatment; Reported suspected maltreatment for child in the program; Reported substantiated maltreatment for children in the program; First-time victims of maltreatment for child in the program. Improvements in School Readiness and Achievement Parent support for children's learning and development; Parent knowledge of child development and of their children's developmental progress; Parenting behaviors and parent-child relationship; Parent emotional well-being or parenting stress; Child's communication, language and emergent literacy; Child's general cognitive skills. Domestic Violence Screening for domestic violence; Of families identified for the presence of domestic violence, number of referrals made to relevant domestic violence services; Of families identified for the presence of domestic violence, number of families for which a safety plan was completed. Family Economic Self-Sufficiency Household income and benefits; Employment or Education of adult members of the household; Health insurance status. Evaluation/Performance Measures Intervention Activities to Meet Process, Short and/or Intermediate Measures # Short and/or Intermediate Objective(s) Objectives (Describe the steps of (Reporting Method In Red)) the intervention) Process Description and Short and/or Intermediate Measures Outcome Measure(sJ INTEGRATE THE FIVE PROTECTIVE FACTORS OF STRENGTHENING FAMILIES Increase family strengths, enhance child (.1) LHJ site will integrate the Status Report. Strengthening Families framework 5.1 development and reduce child abuse and into the home visiting program and neglect by integrating the Five Protective also incorporate the framework into Factors of Strengthening Families. their local Policies and Procedures.6 INCREASE SCHOOL READINESS Parents will increase support of their (.1) Assist families in improving the Observed at Site Visit. 5.2 child's learning and development and have quality of the child's home an improved relationship with their child. environment. IDENTIFY AND SUPPORT CHILDREN WITH SOCIAL, EMOTIONAL, COGNITIVE AND PHYSICAL DEVELOPMENT NEEDS 5.3 Parents will identify and support their (.1) Administer CHVP-required tools Status Report. children's social, emotional, cognitive and related to school readiness I -Page 14 of 17 I # Short and/or Intermediate Objective(s) physical development needs INCREASE DOMESTIC VIOLENCE (DV) AWARENESS Increase support for women to have 5.4 healthy and safe relationships. Exhibit A Scope of Work Intervention Activities to Meet Objectives (Describe the steps of the intervention) strengthening families (see Attachment D for data collection times): 1. HOME Inventory 2. ASQ-3 3. ASQ-SE (.2) Make appropriate referrals for developmental evaluation or services based on HOME Inventory, ASQ 3, or ASQ-SE. Develop policies, procedures or a process for referring and follow-up (.1) Participate in trainings on DV awareness. Develop policies and procedures for screening, referral and follow-up? (.2) Home Visitor will discuss healthy relationships, safety, and reproductive coercion. (.3) The home visitor will screen for relationship related issues and DV using the Women's Experience with Battering (WEB) tool (see Attachment D for data collection times). (.4) If women screen positive on the WEB or they self-disclose DV, home visitor will assist women with Page 15 of 17 County of Fresno 15-10157 Evaluation/Performance Measures Process, Short and/or Intermediate Measures (Reporting Method In Red)) Process Description and Short and/or Intermediate Measures Outcome Measure(s) Policies, procedures or a Present to CHVP when process for referring and requested at Site Visit. follow-up on referrals were developed. Maintain a training log which Present to CHVP when includes topic, trainer, and list requested at Site Visit. of attendees Policies and procedures developed? Observed at Site Visit. Observed at Site Visit. Observed at Site Visit. - # Short and/or Intermediate Objective(s) Exhibit A Scope of Work Intervention Activities to Meet Objectives (Describe the steps of the intervention) the creation of a safety plan. Revisit/update the plan as needed. (.5) The home visitor will refer women to DV services and follow-u_p as needed. IMPROVING INCOME, EMPLOYMENT, AND EDUCATIONAL STATUS OF CLIENTS Increase the number of women improving (.1) Assist women in identifying their 5.5 employment status or educational educational and employment goals; attainment. provide support in achieving goals. (.1) Assist women in developing an 5.6 Increase the number of women whose economic self-sufficiency plan. income increases. Refer to community resources, job training, and employment events. Page 16 of 17 County of Fresno 15-10157 Evaluation/Performance Measures Process, Short and/or Intermediate Measures . (Reporting Method In Red)) Process Description and Short and/or Intermediate Measures Outcome Measure(s) Maintain a current referral Present to CHVP when resources and services requested at Site Visit. directory. Maintain a current referral Present to CHVP when resources and services requested at Site Visit. directory. - NOTES Exhibit A Scope of Work County of Fresno 15-10157 1. The MCAH Director may designate the MCAH Coordinator as the central point of contact for CHVP program-related administration. In this case, the MCAH Director must maintain a minimum of .05 FTE. The total FTE for both the Director and Coordinator must total .15 FTE. 2. LHJ policies and procedures will be made available to CHVP upon request. 3. NFP Model • Partners in Parenting Education (PIPE) • Dyadic Assessment of Naturalistic Caregiver-Child Experiences (DANCE) • Nursing Child Assessment Satellite Training (NCAST) o Keys to Caregiving o How to Promote Good Sleep Habits Parent Booklets o Beginning Rhythms Manual o Personal Environmental Assessments • Difficult Life Circumstance • Network Survey • Community Life Skills Scale • Ages and Stages Questionnaire (ASQ) • Home Observation and Measurement of the Environment (HOME) Inventory • Women's Experience of Battering (WEB) • Any other CHVP required trainings to be announced via program letters. HFA Model • Partners for a Healthy Baby • Ages and Stages Questionnaire (ASQ) • Kempe Family Stress Checklist • Home Observation and Measurement of the Environment (HOME) Inventory • Women's Experience of Battering (WEB) Any other CHVP required trainings to be announced via program letters. 4. Link to State Injury Prevention Website: Safe and Active Communities (SAC) Branch: http://www.cdph.ca.gov/programs/SACB/Pages/default.aspx 5. www.strengtheningfamilies.net LHJ site will utilize the resources and training provided by Strategies for TA regarding Strengthening Families. Page 17 of 17 Exhibit 8 Budget Detail and Payment Provisions 1. Invoicing and Payment County of Fresno 15-10157 A. Upon completion of .proj~ct activies as provided in Exhibit A Scope of Work, and upon receipt and approval of the 1nvo1ces, the State agrees to reimburse the Contractor for activities performed and expenditures incurred in accordance with the costs specified herein. B. Invoices shall include the Contract Number and shall be submitted in triplicate not more frequently than monthly in arrears to: 15-10157 Stephen Fong California Department of Public Health Maternal, Child and Adolescent Health Division 1615 Capitol Avenue, Suite 73.560, MS 8305 P. 0. Box 997420 Sacramento, CA 95899-7420 C. Invoices shall: 1) Be prepared on Contractor letterhead. If invoices are not on produced letterhead invoices must be signed by an authorized official, employee or agent certifying that the expenditures claimed represent activities performed and are in accordance with Exhibit A Scope of Work under this Contract. 2) Bear the Contractor's name as 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 Contractt. Subject to the terms of this Contract, reimbursement may only be sought for those costs and/or cost categories expressly identified as allowable and approved by CDPH. 2. Budget Contingency Clause A. It is mutually agreed that if the Budget Act of the current year and/or any subsequent years covered under this Agreement does not appropriate sufficient funds for the program, this Agreement shall be of no further force and effect. In this event, the State shall have no liability to pay any funds whatsoever to the Contractor or to furnish any other considerations under this Agreement and Contractor shall not be obligated to fulfill any provisions of this Agreement. B. If funding for any fiscal year is reduced or deleted by the Budget Act for purposes of this program, the State shall have the option to either cancel this Agreement with no liability occurring to the State, or offer an agreement amendment to the Contractor to reflect the reduced amount. 3. Prompt Payment Clause A. Payment will be made in accordance with, and within the time specified in, Government Code Chapter 4.5, commencing with Section 927. Page 1 of 3 Exhibit 8 Budget Detail and Payment Provisions 4. Amounts Payable A. The amounts payable under this Contract shall not exceed: 1) $993,839 for the budget period of 07/01/15 through 06/30/16. 2) $863,839 for the budget period of 07/01/16 through 06/30/17. 3) $863,839 for the budget period of 07/01/17 through 06/30/18. 4) $863,839 for the budget period of 07/01/18 through 06/30/19. County of Fresno 15-10157 B. Payment allocations shall be made for allowable expenses up to the amount annually encumbered commensurate with the state fiscal year in which services are fulfilled and/or goods are received. 5. Timely Submission of Final Invoice A. A final undisputed invoice shall be submitted for payment no more than ninety (90) calendar days following the expiration or termination date of this agreement, unless a later or alternate deadline is agreed to in writing by the program contract manager. Said invoice should be clearly marked "Final Invoice", indicating that all payment obligations of the State under this agreement have ceased and that no further payments are due or outstanding. B. 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. Written State approval shall be sought from the program contract manager prior to the expiration or termination date of this agreement. 6. Travel and Per Diem Reimbursement Any reimbursement for necessary travel and per diem shall be at the rates currently in effect as established by the California Department of Human Resources (CaiHR). 7. Restrictions on the Use of Federal Block Grant Funds Pursuant to 42 U.S.C. Section 704, Contractor shall not use funds provided by the agreement to: A. Provide inpatient services; B. Make cash payment to intended recipients of health services; C. Purchase or improve land, purchase, construct or permanently improve any building or other facility or purchase major medical equipment; D. Satisfy any requirement for the expenditure of non-federal funds as a condition for the receipt of federal funds; E. Provide financial assistance to any entity other than a public or nonprofit private entity for research or training services; or F. Make payment for any item or service (other than an emergency item or service) furnished by; 1) an individual or entity during the period such individual or entity is excluded from participation in any other federally funded program, or 2) at the medical direction or on the prescription of a Page 2 of 3 Exhibit B Budget Detail and Payment Provisions County of Fresno 15-10157 physician during the period when the physician is excluded from participation in any other federally funded program. 8. Expense Allowability I Fiscal Documentation A. Invoices, received from the Contractor and accepted and/or submitted for payment by the State, shall not be deemed evidence of allowable agreement costs. B. Contractor shall maintain for review and audit and supply to CDPH upon request, adequate documentation of all expenses claimed pursuant to this agreement to permit a determination of expense allowability. C. If the allowability or appropriateness 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. D. If travel is a reimbursable expense, receipts must be maintained to support the claimed expenditures. 9. 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 will be employed and the Contractor will be notified by the State in writing of the claim procedure to be utilized. C. Interest on the unpaid balance of the audit finding or debt will accrue at a rate equal to the monthly average of the rate received on investments in the Pooled Money Investment Fund 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. Page 3 of 3 Personnel Position Title/Classification Maternal, Child and Adolescent Health $ Director Supervising Public Health Nurse Public Health Nurse I Public Health Nurse II Public Health Nurse I Public Health Nurse I Office Assitant Ill CD Fringe Benefits (74.625%) Exhibit B, Attachment I Budget Year1 (07/01 /15 through 6/30/16) Annual Salary FTE% 112,113 15 96,997 100 57,288 100 83,642 100 67,433 100 65,390 100 35,487 100 Annual Cost $ 16,817 96,997 57,288 83,642 67,433 65,390 35,487 Subtotal Personnel (Unemployment 0.122%, OASDI 7.65%, Retirement 56.538%, Health Insurance 10.096%, Management Life & ADD 0.010% (MCAH Dir. Only), Benefits Admin. 0.209%) $ $ Total Personnel and Fringe Benefits $ Operating Expenses Training (Registration fees for CHVP required and other professional development trainings and CEUs as needed when attending required & related conferences, trainings, workshops $ & meetings for home visiting staff. Goal 1.3 in SOW) Telephone Household, Building, Equipment Maintenance Medical & Dental Supplies Office Supplies Postage Printing Rents & Leases <(6 .15 FTE x $2 per sqft x 200 sqft x 12 mos = $29 ,520) Small Tools & Instruments Facilities Nurse-Family Partnership, Inc. (Affiliation with Nurse-Family Partnership, Inc. for ongoing technical assistance & program evaluation. Goal1.5 in SOW) Total Operating Expenses $ TRAVEL (Staff travel to statewide CHVP conferences, Nurse Family Partnership trainings (1.3 in SOW), and home visits (Goals 1.1.4, 1.4, 1.5, 2, 3, 4, 5 in SOW). $ Total Travel Costs $ Other Costs Books & Publications Promotional Items/Client Support Materials (Goals 2,3,4,5 in SOW) Interpreters $ County of Fresno 15-10157 423,054 315,704 738,758 42,500 1,516 920 4,000 4,000 500 4,000 7,000 6,000 364 16,276 87,076 28,553 28,553 7,232 4,000 1,000 Total Other Costs $ 12,232 Indirect Costs (14.68% of Direct Costs) $ 127,220 Total Budget==$=====9==9=3,!::8=39= CD Bilingual-Positions that receive Bilingual pay will show a higher salary. Justification is on file with original contract. Page 1 of 1 Personnel Position Title/Classification Maternal, Child and Adolescent Health Director SupeNising Public Health Nurse Public Health Nurse I Public Health Nurse II Public Health Nurse I Public Health Nurse I Office Assitant Ill (In-Kind) Fringe Benefits (73.199%) Exhibit B, Attachment II Budget Year2 (07/01/16 through 6/30/17) Annual Salary FTE% Annual Cost $ 112,113 15 $ 16,817 96,997 100 96,997 57,288 100 57,288 83,642 100 83,642 67,433 100 67,433 65,390 100 65,390 35,487 0 0 Subtotal Personnel (Unemployment 0.122%, OASDI 7.65%, Retirement 55.112%, Health Insurance 10.096%, Management Life & ADD 0.010% (MCAH Dir. Only), Benefits Admin. 0.209%) $ $ Total Personnel and Fringe Benefits $ Operating Expenses Training (Registration fees for CHVP required and other professional development trainings and CEUs as needed when attending required & related conferences, trainings, workshops $ & meetings for home visiting staff. Goal 1.3 in SOW) Telephone Household, Building, Equipment Maintenance Medical & Dental Supplies Office Supplies Postage Printing Rents & Leases <(5.15 FTE x $2 per sqft x 200 sqft x 12 mos = $24, 720) Small Tools & Instruments Facilities Nurse-Family Partnership, Inc. (Affiliation with Nurse-Family Partnership, Inc. for ongoing technical assistance & program evaluation. Goal 1.5 in SOW) Total Operating Expenses $ TRAVEL (Staff travel to statewide CHVP conferences, Nurse Family Partnership trainings (1.3 in SOW}, and home visits (Goals 1.1.4, 1.4, 1.5, 2, 3, 4, 5 in SOW). Other Costs Books & Publications Promotional Items/Client Support Materials (Goals 2,3,4,5 in SOW) Interpreters Indirect Costs (14.68% of Direct Costs) Page 1 of 1 Total Travel Costs Total Other Costs Total Budget $ $ $ $ $ $ County of Fresno 15-10157 387,567 283,695 671,262 13,000 1,516 920 3,000 2,500 100 1,000 7,000 6,000 364 16,276 51,676 26,322 26,322 1,000 2,000 1,000 4,000 110,579 863,839 Personnel Position Title/Classification Maternal, Child and Adolescent Health Director Supervising Public Health Nurse Public Health Nurse I Public Health Nurse II Public Health Nurse I Public Health Nurse I Office Assitant Ill (In-Kind) Fringe Benefits (73.199%) Exhibit B, Attachment Ill Budget Year3 (07/01/17 through 6/30/18) Annual Salary FTE% Annual Cost $ 112,113 15 $ 16,817 96,997 100 96,997 57,288 100 57,288 83,642 100 83,642 67,433 100 67,433 65,390 100 65,390 35,487 0 0 Subtotal Personnel (Unemployment 0.122%, OASDI 7.65%, Retirement 55.112%, Health Insurance 10.096%, Management Life & ADD 0.010% (MCAH Dir. Only), Benefits Admin. 0.209%) $ $ Total Personnel and Fringe Benefits $ Operating Expenses Training (Registration fees for CHVP required and other professional development trainings and CEUs as needed when attending required & related conferences, trainings, workshops $ & meetings for home visiting staff. Goal 1.3 in SOW) Telephone Household, Building, Equipment Maintenance Medical & Dental Supplies Office Supplies Postage Printing Rents & Leases <(5.15 FTE x $2 per sqft x 200 sqft x 12 mos = $24, 720) Small Tools & Instruments Facilities Nurse-Family Partnership, Inc. (Affiliation with Nurse-Family Partnership, Inc. for ongoing technical assistance & program evaluation. Goal 1.5 in SOW) Total Operating Expenses $ TRAVEL (Staff travel to statewide CHVP conferences, Nurse Family Partnership trainings (1.3 in SOW), and home visits (Goals 1.1.4, 1.4, 1.5, 2, 3, 4, 5 in SOW). Other Costs Books & Publications Promotional Items/Client Support Materials (Goals 2,3,4,5 in SOW) Interpreters Indirect Costs (14.68% of Direct Costs) Page 1 of 1 Total Travel Costs Total Other Costs Total Budget $ $ $ $ $ $ County of Fresno 15-10157 387,567 283,695 671,262 13,000 1,516 920 3,000 2,500 100 1,000 7,000 6,000 364 16,276 51,676 26,322 26,322 1,000 2,000 1,000 4,000 110,579 863,839 Personnel Position Title/Classification Maternal, Child and Adolescent Health Director Supervising Public Health Nurse Public Health Nurse I Public Health Nurse II Public Health Nurse I Public Health Nurse I Office Assitant Ill (In-Kind) Fringe Benefits (73.199%) Exhibit B, Attachment IV Budget Year4 (07/01/18 through 6/30/19) Annual Salary FTE% Annual Cost $ 112,113 15 $ 16,817 96,997 100 96,997 57,288 100 57,288 83,642 100 83,642 67,433 100 67,433 65,390 100 65,390 35,487 0 0 Subtotal Personnel (Unemployment 0.122%, OASDI 7.65%, Retirement 55.112%, Health Insurance 10.096%, Management Life & ADD 0.010% (MCAH Dir. Only), Benefits Admin. 0.209%) $ $ Total Personnel and Fringe Benefits $ Operating Expenses Training (Registration fees for CHVP required and other professional development trainings and CEUs as needed when attending required & related conferences, trainings, workshops $ & meetings for home visiting staff. Goal1.3 in SOW) Telephone Household, Building, Equipment Maintenance Medical & Dental Supplies Office Supplies Postage Printing Rents & Leases <(5.15 FTE x $2 per sqft x 200 sqft x 12 mas = $24, 720) Small Tools & Instruments Facilities Nurse-Family Partnership, Inc. (Affiliation with Nurse-Family Partnership, Inc. for ongoing technical assistance & program evaluation. Goal 1.5 in SOW) Total Operating Expenses $ TRAVEL (Staff travel to statewide CHVP conferences, Nurse Family Partnership trainings (1.3 in SOW), and home visits (Goals 1.1.4, 1.4, 1.5, 2, 3, 4, 5 in SOW). Other Costs Books & Publications Promotional Items/Client Support Materials (Goals 2,3,4,5 in SOW) Interpreters Indirect Costs (14.68% of Direct Costs) Page 1 of 1 Total Travel Costs Total Other Costs Total Budget $ $ $ $ $ $ County of Fresno 15-10157 387,567 283,695 671,262 13,000 1,516 920 3,000 2,500 100 1,000 7,000 6,000 364 16,276 51,676 26,322 26,322 1,000 2,000 1,000 4,000 110,579 863,839 GTC 610 EXHIBITC GENERAL TERMS AND CONDITIONS 1. APPROVAL: This Agreement is of no force or effect until signed by both parties and approved by the Department of General Services, if required. Contractor may not commence performance until such approval has been obtained. 2. AMENDMENT: No amendment or variation of the terms of this Agreement shall be valid unless made in wii.ting, signed by the parties and approved as required. No oral understanding or Agreement not incorporated in the Agreement is binding on any of the parties. 3. ASSIGNMENT: This Agreement is not assignable by the Contractor, either in whole or in part, without the consent of the State in the form of a formal written amendment. 4. AUDIT: Contractor agrees that the awarding department, the Department of General Services, the Bureau of State Audits, or their designated representative shall have the right to review and to copy any records and supporting documentation pertaining to the performance of this Agreement. Contractor agrees to maintain such records for possible audit for a minimum of three (3) years after final payment, unless a longer period of records retention is stipulated. Contractor agrees to allow the auditor(s) access to such records during normal business hours and to allow interviews of any employees who might reasonably have information related to such records. · · Further, Contractor agrees to include a similar right of the State to audit records and interview staff in any subcontract rel~ted to performance ofthis Agreement. (Gov. Code §8546.7, Pub. Contract Code §10115 et seq., CCR Title 2, Section 1896) .. 5. INDEMNIFICATION: Contractor agrees to indemnify, defend and save harmless the State, its officers, agents and employees from any and all clainis and losses accruing or resulting to any and all contractors, subcontractors, suppliers, laborers, and any other person, firm or corporation furnishil;l.g or supplying work services, materials, or supplies in connection with the performance of this Agreement, and from _any and all claims and losses accruing or resulting to any person, · firm or corporation who may be injured or damaged by Contractor in the performance of this Agreement. · 6. DISPUTES: Contractor shall continue with the responsibilities under this Agreement during any dispute. 7. TERMINATION FOR CAUSE: The State may terminate this Agreement and be relieved of any payments should the Contractor fail to perform the requirements of this Agreement at the time.and in the-manner herein provided. In the event of such termination the State may proceed with the work in any manner deemed proper by the State. All costs to the State shall be deducted from any sum due the Contractor under this Agreement and the balance, if any, shall be paid to · the Contractor upon demand. 8. INDEPENDENT CONTRACTOR· Contractor, and the agents and employees of Contractor, in the performance of this Agreement, shall act in an independent capacity and not as officers or employees or agents of the State. 9. RECYCLING CERTIFICATION: The Contractor shall certify in writing under penalty of perjury, the minimum, if not exact, percentage of post consumer material as defmed in the Public Contract Code Section 12200, in products, materials, goods, or supplies offered or sold to the State regardless of whether the product meets the requirements of Public Contract Code Section 12209. With respect to printer or duplication cartridges that comply with the requirements of Section 12156(e), the certification required by this subdivision shall specify that the cartridges so comply (Pub. Contract Code § 12205) .. 10. NON-DISCRIMINATION CLAUSE: During the performance ofthis Agreement, Contractor and its subcontractors shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, physical disability (including HIV and AIDS), mental disability, medical condition (e.g., cancer), age (over 40), mariW status, and. denial of family care leave. Contractor and subcontractors shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Contractor and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code § 12990 (a-f) et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a-f), set forth in Chapter 5 ofDivision 4 of Title 2 of the California Code of Regulations, are incorporated into this Agreement by reference and made a part hereof as if set forth in full. Contractor and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement. Contractor shall include the nondiscrimination and compliance provisions ofthis clause in all subcontracts to perform work under the Agreement. 11. CERTIFICATION CLAUSES: The CONTRACTOR CERTIFICATION CLAUSES contained in the document CCC 307 are hereby incorporated by reference and made a part of this Agreement by this reference as if attached hereto. 12. TIMELINESS: Time is of the essence fu this Agreement. 13. COMPENSATION: The consideration to be paid Contractor, as provided herein, shall be in compensation for all of Contractor's expenses incurred in the performance hereof, including travel, per diem, and taxes, unless otherwise expressly so provided. 14. GOVERNING LAW: This contract is governed by and shall be interpreted in accordance with the laws of the State of California .. 15. ANTITRUST CLAIMS: The Contractor by signing this agreement hereby certifies that if these services or goods are obtained by means of a competitive bid, the Contractor shall comply with the requirements of the Government Codes Sections set out below. - a. The Government Code· Chapter on Antitrust claims contains the following definitions: 1) "Public purchase" means a purchase by means of competitive bids of goods, services, or materials by the State or any of its political subdivisions or public agencies on whose behalf the Attorney General may bring an action pursuant to subdivision (c) ofSection 16750 of the Business and Professions Code. · 2) "Public purchasing body" means !p.e State or the subdivision or agency making a public purchase. Government Code Section 4550. ( b. In submitting a bid to a public purchasing body, the bidder offers and agrees that if the bid is accepted, it will assign to the purchasing body all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) ofPart 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, materials, or services by the . bidder for sale to the purchasing body pursuant to the bid. Such assignment shall be made and · ·become effective at the time the purchasing body tenders final payment to the bidder. Government Code Section 4552 . . c. If an awarding body or public purchasing body receives, either through judgment or settlement, a monetary recovery for a cause of action assigned under this chapter, the assignor shall be entitled to receive reimbursement for actual legal costs incurred and, may, upon demand, recover from the public body 'any portion of the recovery,.including treble damages, attributable to overcharges that were paid bythe assignor but were not paid by the public-body as part of the bid price, less the expenses incurred in obtaining that portion of the recovery. Government Code Section 4553. · · d. Upon demand in writing by the assignor, the assigne~ shall, within one year from such .demand, reassign the cause of action assigned under this part if the assignor has been or may have been injured by the violation oflaw for which the cause of action arose and (a) the assignee has not been injured thereby, or (b) the assignee declines to file a court action for the cause of action. See Government Code Section 4554. · . 16. CHILD SUPPORT COMPLIANCE ACT: For any Agreement in excess of$100,000, the contractor acknowledges iil accordance with Public Contract Code 7110, that: a. The contractor recognizes the importance of child and family support obligations and shall fully comply with all applicable state and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with eaniings assignment orders, as provided in Chapter 8 (commencing with section 5200) ofPart 5 of Division 9 of the Family Code; and b. The contractor, to the best of its knowledge is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the California Employment Development Department. 17. UNENFORCEABLE PROVISION: In the event that any provision of this Agreement is unenforceable or held to be unenforceable, then the parties agree that all other provisions of this Agreement have force and effect and shall not be affected thereby. 18. PRIORITY HIRING CONSIDERATIONS: If this Contract includes services in excess of $200,000, the Contractor shall give priority consideration in filling vacancies in positions funded by the Contract to. qualified recipients of aid under Welfare and Institutions Code Section 11200 in accordance with Pub. Contract Code §10353. 19. SMALL BUSINESS PARTICIPATION AND DVBE PARTICIPATION REPORTING ·REQUIREMENTS: a. If for this Contract Contractor made a commitment to achieve small business participation, · then Contractor must within 60 days of receiving final payment under this. Contract (or within such other time period as may be specified elsewhere in this Contract) report to the awarding department the actual percentage of small business participation that was achieved. (Govt. Code § 14841.) b. If for this Contract Contractor made a commitment to achieve disabled veteran business enterprise (DVBE) participation, then Contractor must within 60 days of receiving final payment under this Contract (or within such other time period as may be specified elsewhere in this Contract) certify in a report to the awardiri.g department: (1) the total amount the prime . Contractor received under the Contract; (2) the name and address of the DVBE(s) that participated in the performance ofthe Contract; (3) the amount each DVBE received:from the prime Contractor; (4) that all payments under the Contract have been made to the DVBE; and (5) the actual percentage of DVBE participation that was achieved. A person or entity that knowingly provides false information shall be subject to a civil penalty for each violation. (Mil. & Vets. Code§ 999.5(d); Govt. Gode § 14841.) 20. LOSS LEADER: If this contract involves the furnishing of equipment, materials, or supplies then the following statement is incorporated: It is unlawful for any person engaged in business within this state to sell or use any article or product as a "loss leader" as defined .in Section 17030 of the Business . . and Professions Code. (PCC 10344(e).) s:\ADMIN\HOMEP AGE\GTC-61 O.doc California Department of Public Health Exhibit D(F) Special Terms and Conditions (For federally funded service contracts or agreements and grant agreements) 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. The terms "contract", "Contractor" and "Subcontractor" shall also mean, "agreement", "grant", "grant agreement", "Grantee" and "Subgrantee" respectively. The terms "California Department of Public Health" and "CDPH" shall have the same meaning and refer to the California State agency that is a party to this Agreement. This exhibit contains provisions that require strict adherence to various contracting laws and policies. Some provisions herein are conditional and only apply if specified conditions exist (i.e., agreement total exceeds a certain amount, agreement is federally funded, etc.). The provisions herein apply to this Agreement unless the provisions are removed by reference on the face of this Agreement, the provisions are superseded by an alternate provision appearing elsewhere in this Agreement, or the applicable conditions do not exist. Index of Special Terms and Conditions 1. Federal Equal Employment Opportunity 17. Human Subjects Use Requirements Requirements 18. Novation Requirements 2. Travel and Per Diem Reimbursement 19. Debarment and Suspension Certification 3. Procurement Rules 20. Smoke-Free Workplace Certification 4. Equipment Ownership I Inventory I Disposition 21. Covenant Against Contingent Fees 5. Subcontract Requirements 22. Payment Withholds 6. Income Restrictions 23. Performance Evaluation 7. Audit and Record Retention 24. Officials Not to Benefit 8. Site Inspection 25. Four-Digit Date Compliance 9. Federal Contract Funds 26. Prohibited Use of State Funds for Software 10. Intellectual Property Rights 27. Use of Small, Minority Owned and Women's 11. Air or Water Pollution Requirements Businesses 12. Prior Approval of Training Seminars, Workshops 28. Alien Ineligibility Certification or Conferences 29. Union Organizing 13. Confidentiality of Information 30. Contract Uniformity (Fringe Benefit Allowability) 14. Documents, Publications, and Written Reports 31. Lobbying Restrictions and Disclosure Certification 15. Dispute Resolution Process 32. Additional Restrictions 16. Financial and Compliance Audit Requirements 33. Federal Requirements CDPH Exhibit D(F) (3/15) Page 1 of 25 California Department of Public Health-Special Terms and Conditions Exhibit D (F) 1. Federal Equal Opportunity Requirements (Applicable to all federally funded agreements entered into by the California Department of Public Health (CDPH).) a. The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, physical or mental handicap, disability, age or status as a disabled veteran or veteran of the Vietnam era. The Contractor will take affirmative action to ensure that qualified applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, national origin, physical or mental handicap, disability, age or status as a disabled veteran or veteran of the Vietnam era. Such action shall include, but not be limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and career development opportunities and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Federal Government or CDPH, setting forth the provisions of the Equal Opportunity clause, Section 503 of the Rehabilitation Act of 1973 and the affirmative action clause required by the Vietnam Era Veterans' Readjustment Assistance Act of 1974 (38 U.S.C. 4212). Such notices shall state the Contractor's obligation under the law to take affirmative action to employ and advance in employment qualified applicants without discrimination based on their race, color, religion, sex, national origin physical or mental handicap, disability, age or status as a disabled veteran or veteran of the Vietnam era and the rights of applicants and employees. b. The Contractor will, in all solicitations or advancements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin physical or mental handicap, disability, age or status as a disabled veteran or veteran of the Vietnam era. c. The Contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding a notice, to be provided by the Federal Government or the State, advising the labor union or workers' representative of the Contractor's commitments under the provisions herein and shall post copies of the notice in conspicuous places available to employees and applicants for employment. d. The Contractor will comply with all provisions of and furnish all information and reports required by Section 503 of the Rehabilitation Act of 1973, as amended, the Vietnam Era Veterans' Readjustment Assistance Act of 1974 (38 U.S.C. 4212) and of the Federal Executive Order No. 11246 as amended, including by Executive Order 11375, 'Amending Executive Order 11246 Relating to Equal Employment Opportunity,' and as supplemented by regulation at 41 CFR part 60, "Office of the Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," and of the rules, regulations, and relevant orders of the Secretary of Labor. e. The Contractor will furnish all information and reports required by Federal Executive Order No. 11246 as amended, including by Executive Order 11375, 'Amending Executive Order 11246 Relating to Equal Employment Opportunity,' and as supplemented by regulation at 41 CFR part 60, "Office of the Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," and the Rehabilitation Act of 1973, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to its books, records, and accounts by the State and its designated representatives and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. f. In the event of the Contractor's noncompliance with the requirements of the provisions herein or with any federal rules, regulations, or orders which are referenced herein, this Agreement may be cancelled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further federal and state contracts in accordance with procedures authorized in Federal Executive Order No. 11246 as amended and such other sanctions may be imposed and remedies invoked as provided in Federal Executive Order No. 11246 as amended, including by Executive Order 11375, 'Amending Executive Order 11246 Relating to Equal Employment Opportunity,' and as supplemented by regulation at 41 CFR part 60, "Office of the Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. CDPH Exhibit D(F) (3/15) Page 2 of 25 California Department of Public Health-Special Terms and Conditions Exhibit D (F) g. The Contractor will include the provisions of Paragraphs a through g in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Federal Executive Order No. 11246 as amended, including by Executive Order 11375, 'Amending Executive Order 11246 Relating to Equal Employment Opportunity,' and as supplemented by regulation at 41 CFR part 60, "Office of the Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," or Section 503 of the Rehabilitation Act of 1973 or (38 U.S. C. 4212) of the Vietnam Era Veteran's Readjustment Assistance Act, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as the Director of the Office of Federal Contract Compliance Programs or CDPH may direct as a means of enforcing such provisions including sanctions for noncompliance provided, however, that in the event the Contractor becomes involved in, or is threatened with litigation by a subcontractor or vendor as a result of such direction by CDPH, the Contractor may request in writing to CDPH, who, in turn, may request the United States to enter into such litigation to protect the interests of the State and of the United States. 2. Travel and Per Diem Reimbursement (Applicable if travel and/or per diem expenses are reimbursed with agreement funds.) Reimbursement for travel and per diem expenses from CDPH under this Agreement shall, unless otherwise specified in this Agreement, be at the rates currently in effect, as established by the California Department of Human Resources (CaiHR), for nonrepresented state employees as stipulated in CDPH's Travel Reimbursement Information Exhibit. If the CaiHR rates change during the term of the Agreement, the new rates shall apply upon their effective date and no amendment to this Agreement shall be necessary. Exceptions to CaiHR rates may be approved by CDPH upon the submission of a statement by the Contractor indicating that such rates are not available to the Contractor. No travel outside the State of California shall be reimbursed without prior authorization from CDPH. Verbal authorization should be confirmed in writing. Written authorization may be in a form including fax or email confirmation. 3. Procurement Rules (Applicable to all agreements in which equipment, property, commodities and/or supplies are furnished by CDPH or expenses for said items are reimbursed with state or federal funds.) a. Equipment definitions Wherever the term equipment /property is used, the following definitions shall apply: (1) Major equipment/property: A tangible or intangible item having a base unit cost of $5,000 or more with a life expectancy of one (1) year or more and is either furnished by CDPH or the cost is reimbursed through this Agreement. Software and videos are examples of intangible items that meet this definition. (2) Minor equipment/property: A tangible item having a base unit cost of less than $5,000 with a life expectancy of one (1) year or more and is either furnished by CDPH or the cost is reimbursed through this Agreement. b. Government and public entities (including state colleges/universities and auxiliary organizations), whether acting as a contractor and/or subcontractor, may secure all commodities, supplies, equipment and services related to such purchases that are required in performance of this Agreement. Said procurements are subject to Paragraphs d through h of Provision 3. Paragraph c of Provision 3 shall also apply, if equipment purchases are delegated to subcontractors that are nonprofit organizations or commercial businesses. c. Nonprofit organizations and commercial businesses, whether acting as a contractor and/or subcontractor, may secure commodities, supplies, equipment and services related to such purchases for performance under this Agreement. (1) Equipment purchases shall not exceed $50,000 annually. To secure equipment above the annual maximum limit of $50,000, the Contractor shall make arrangements through the appropriate CDPH Program Contract Manager, to have all remaining equipment purchased through CDPH's Purchasing Unit. The cost of equipment purchased by or CDPH Exhibit D(F) (3/15) Page 3 of 25 California Department of Public Health-Special Terms and Conditions Exhibit D (F) through CDPH shall be deducted from the funds available in this Agreement. Contractor shall submit to the CDPH Program Contract Manager a list of equipment specifications for those items that the State must procure. The State may pay the vendor directly for such arranged equipment purchases and title to the equipment will remain with CDPH. The equipment will be delivered to the Contractor's address, as stated on the face of the Agreement, unless the Contractor notifies the CDPH Program Contract Manager, in writing, of an alternate delivery address. (2) All equipment purchases are subject to Paragraphs d through h of Provision 3. Paragraph b of Provision 3 shall also apply, if equipment purchases are delegated to subcontractors that are either a government or public entity. (3) Nonprofit organizations and commercial businesses, shall use a procurement system that meets the following standards: (a) Maintain a code or standard of conduct that shall govern the performance of its officers, employees, or agents engaged in awarding procurement contracts. No employee, officer, or agent shall participate in the selection, award, or administration of a procurement, or bid contract in which, to his or her knowledge, he or she has a financial interest. (b) Procurements shall be conducted in a manner that provides, to the maximum extent practical, open, and free competition. (c) Procurements shall be conducted in a manner that provides for all of the following: [1] Avoid purchasing unnecessary or duplicate items. [2] Equipment solicitations shall be based upon a clear and accurate description of the technical requirements of the goods to be procured. [3] Take positive steps to utilize small and veteran owned businesses. d. Unless waived or otherwise stipulated in writing by CDPH, prior written authorization from the appropriate CDPH Program Contract Manager will be required before the Contractor will be reimbursed for any purchase of $5,000 or more for commodities, supplies, equipment, and services related to such purchases. The Contractor must provide in its request for authorization all particulars necessary, as specified by CDPH, for evaluating the necessity or desirability of incurring such costs. The term "purchase" excludes the purchase of services from a subcontractor and public utility services at rates established for uniform applicability to the general public. e. In special circumstances, determined by CDPH (e.g., when CDPH has a need to monitor certain purchases, etc.), CDPH may require prior written authorization and/or the submission of paid vendor receipts for any purchase, regardless of dollar amount. CDPH reserves the right to either deny claims for reimbursement or to request repayment for any Contractor and/or subcontractor purchase that CDPH determines to be unnecessary in carrying out performance under this Agreement. f. The Contractor and/or subcontractor must maintain a copy or narrative description of the procurement system, guidelines, rules, or regulations that will be used to make purchases under this Agreement. The State reserves the right to request a copy of these documents and to inspect the purchasing practices of the Contractor and/or subcontractor at any time. g. For all purchases, the Contractor and/or subcontractor must maintain copies of all paid vendor invoices, documents, bids and other information used in vendor selection, for inspection or audit. Justifications supporting the absence of bidding (i.e., sole source purchases) shall also be maintained on file by the Contractor and/or subcontractor for inspection or audit. h. CDPH may, with cause (e.g., with reasonable suspicion of unnecessary purchases or use of inappropriate purchase practices, etc.), withhold, cancel, modify, or retract the delegated purchase authority granted under Paragraphs b and/or c of Provision 3 by giving the Contractor no less than 30 calendar days written notice. 4. Equipment Ownership /Inventory I Disposition CDPH Exhibit D(F) (3/15) Page 4 of25 California Department of Public Health -Special Terms and Conditions Exhibit D (F) (Applicable to agreements in which equipment and/or property is furnished by CDPH and/or when said items are purchased or reimbursed with state or federal funds.) a. Wherever the terms equipment and/or property are used in Provision 4, the definitions in Provision 3, Paragraph a, shall apply. Unless otherwise stipulated in this Agreement, all equipment and/or property that are purchased/reimbursed with agreement funds or furnished by CDPH under the terms of this Agreement shall be considered state equipment and the property of CDPH. (1) CDPH requires the reporting, tagging and annual inventorying of all equipment and/or property that is furnished by CDPH or purchased/reimbursed with funds provided through this Agreement. Upon receipt of equipment and/or property, the Contractor shall report the receipt to the CDPH Program Contract Manager. To report the receipt of said items and to receive property tags, Contractor shall use a form or format designated by CDPH's Asset Management Unit. If the appropriate form (i.e., Contractor Equipment Purchased with CDPH Funds) does not accompany this Agreement, Contractor shall request a copy from the CDPH Program Contract Manager. (2) If the Contractor enters into an agreement with a term of more than twelve months, the Contractor shall submit an annual inventory of state equipment and/or property to the CDPH Program Contract Manager using a form or format designated by CDPH's Asset Management Unit. If an inventory report form (i.e., Inventory/Disposition of CDPH-Funded Equipment) does not accompany this Agreement, Contractor shall request a copy from the CDPH Program Contract Manager. Contractor shall: (a) Include in the inventory report, equipment and/or property in the Contractor's possession and/or in the possession of a subcontractor (including independent consultants). (b) Submit the inventory report to CDPH according to the instructions appearing on the inventory form or issued by the CDPH Program Contract Manager. (c) Contact the CDPH Program Contract Manager to learn how to remove, trade-in, sell, transfer or survey off, from the inventory report, expired equipment and/or property that is no longer wanted, usable or has passed its life expectancy. Instructions will be supplied by CDPH's Asset Management Unit. b. Title to state equipment and/or property shall not be affected by its incorporation or attachment to any property not owned by the State. c. Unless otherwise stipulated, CDPH shall be under no obligation to pay the cost of restoration, or rehabilitation of the Contractor's and/or Subcontractor's facility which may be affected by the removal of any state equipment and/or property. d. The Contractor and/or Subcontractor shall maintain and administer a sound business program for ensuring the proper use, maintenance, repair, protection, insurance and preservation of state equipment and/or property. (1) In administering this provision, CDPH may require the Contractor and/or Subcontractor to repair or replace, to CDPH's satisfaction, any damaged, lost or stolen state equipment and/or property. Contractor and/or Subcontractor shall immediately file a theft report with the appropriate police agency or the California Highway Patrol and Contractor shall promptly submit one copy of the theft report to the CDPH Program Contract Manager. e. Unless otherwise stipulated by the program funding this Agreement, equipment and/or property purchased/reimbursed with agreement funds or furnished by CDPH under the terms of this Agreement, shall only be used for performance of this Agreement or another CDPH agreement. f. Within sixty (60) calendar days prior to the termination or end of this Agreement, the Contractor shall provide a final inventory report of equipment and/or property to the CDPH Program Contract Manager and CDPH Exhibit D(F) (3/15) Page 5 of 25 California Department of Public Health-Special Terms and Conditions Exhibit D (F) shall, at that time, query CDPH as to the requirements, including the manner and method, of returning state equipment and/or property to CDPH. Final disposition of equipment and/or property shall be at CDPH expense and according to CDPH instructions. Equipment and/or property disposition instructions shall be issued by CDPH immediately after receipt of the final inventory report. At the termination or conclusion of this Agreement, CDPH may at its discretion, authorize the continued use of state equipment and/or property for performance of work under a different CDPH agreement. g. Motor Vehicles (Applicable only if motor vehicles are purchased/reimbursed with agreement funds or furnished by CDPH under this Agreement.) (1) If motor vehicles are purchased/reimbursed with agreement funds 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 and/or Subcontractor shall return such vehicles to CDPH and shall deliver all necessary documents of title or registration to enable the proper transfer of a marketable title to CDPH. (2) If motor vehicles are purchased/reimbursed with agreement funds or furnished by CDPH under the terms of this Agreement, the State of California shall be the legal owner of said motor vehicles and the Contractor shall be the registered owner. The Contractor and/or a subcontractor may only use said vehicles for performance and under the terms of this Agreement. (3) The Contractor and/or Subcontractor agree that all operators of motor vehicles, purchased/reimbursed with agreement funds or furnished by CDPH under the terms of this Agreement, shall hold a valid State of California driver's license. In the event that ten or more passengers are to be transported in any one vehicle, the operator shall also hold a State of California Class B driver's license. (4) If any motor vehicle is purchased/reimbursed with agreement funds or furnished by CDPH under the terms of this Agreement, the Contractor and/or Subcontractor, as applicable, shall provide, maintain, and certify that, at a minimum, the following type and amount of automobile liability insurance is in effect during the term of this Agreement or any extension period during which any vehicle remains in the Contractor's and/or Subcontractor's possession: Automobile Liability Insurance (a) The Contractor, by signing this Agreement, hereby certifies that it possesses or will obtain automobile liability insurance in the amount of $1,000,000 per occurrence for bodily injury and property damage combined. Said insurance must be obtained and made effective upon the delivery date of any motor vehicle, purchased/reimbursed with agreement funds or furnished by CDPH under the terms of this Agreement, to the Contractor and/or Subcontractor. {b) The Contractor and/or Subcontractor shall, as soon as practical, furnish a copy of the certificate of insurance to the CDPH Program Contract Manager. The certificate of insurance shall identify the CDPH contract or agreement number for which the insurance applies. (c) The Contractor and/or Subcontractor 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 and/or Subcontractor agree to provide, at least thirty (30) days prior to the expiration date of said insurance coverage, a copy of a new certificate of insurance evidencing continued coverage, as indicated herein, for not less than the remainder of the term of this Agreement, the term of any extension or continuation thereof, or for a period of not less than one (1) year. (e) The Contractor and/or Subcontractor, 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 CDPH Exhibit D(F) (3/15) Page 6 of 25 California Department of Public Health-Special Terms and Conditions Exhibit D (F) written notice to the State (California Department of Public Health (CDPH)). [2] The State of California, its officers, agents, employees, and servants are included as additional insureds, but only with respect to work performed for the State under this Agreement and any extension or continuation of this Agreement. [3] The insurance carrier shall notify CDPH, in writing, of the Contractor's failure to pay premiums; its cancellation of such policies; or any other substantial change, including, but not limited to, the status, coverage, or scope of the required insurance. Such notices shall contain a reference to each agreement number for which the insurance was obtained. (f) The Contractor and/or Subcontractor 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 and/or Subcontractor 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. 5. 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 costing $2,500 or more. Except as indicated in Paragraph a(3) herein, when securing subcontracts for services costing $2,500, the Contractor shall obtain at least three bids or justify a sole source award. (1) The Contractor must provide in its request for authorization, all information necessary for evaluating the necessity or desirability of incurring such cost. (2) The State may identify the information needed to fulfill this requirement. (3) Subcontracts performed by the following entities or for the service types listed below are exempt from the bidding and sole source justification requirements: (a) A local governmental entity or the federal government, (b) A State college or university from any State, (c) A Joint Powers Authority, (d) An auxiliary organization of a California State University or a California community college, (e) A foundation organized to support the Board of Governors of the California Community Colleges, (f) An auxiliary organization of the Student Aid Commission established under Education Code § 69522, (g) Entities of any type that will provide subvention aid or direct services to the public, (h) Entities and/or service types identified as exempt from advertising in State Contracting Manual 5.80. View this publication at the following Internet address: http://www.ols.dgs.ca.gov/Contract+Manuai/Chapters4through6.htm. (i) Entities whose name and budgeted costs have been submitted to CDPH in response to a competitive solicitation. b. CDPH reserves the right to approve or disapprove the selection of subcontractors and with advance written notice, require the substitution of subcontractors and require the Contractor to terminate subcontracts entered into in support of this Agreement. (1) Upon receipt of a written notice from CDPH requiring the substitution and/or termination of a subcontract, the Contractor shall take steps to ensure the completion of any work in progress and CDPH Exhibit D(F) (3/15) Page 7 of 25 California Department of Public Health -Special Terms and Conditions Exhibit D (F) select a replacement, if applicable, within 30 calendar days, unless a longer period is agreed to by CDPH. c. Actual subcontracts (i.e., written agreement between the Contractor and a subcontractor) of $2,500 or more are subject to the prior review and written approval of CDPH. CDPH may, at its discretion, elect to waive this right. All such waivers shall be confirmed in writing by CDPH. d. Contractor shall maintain a copy of each subcontract entered into in support of this Agreement and shall, upon request by CDPH, make copies available for approval, inspection, or audit. e. CDPH assumes no responsibility for the payment of subcontractors used in the performance of this Agreement. Contractor accepts sole responsibility for the payment of subcontractors used in the performance of this Agreement. f. The Contractor is responsible for all performance requirements under this Agreement even though performance may be carried out through a subcontract. g. The Contractor shall ensure that all subcontracts for services include provision(s) requiring compliance with applicable terms and conditions specified in this Agreement. h. The Contractor agrees to include the following clause, relevant to record retention, in all subcontracts for services: "(Subcontractor Name) agrees to maintain and preserve, until three years after termination of (Agreement Number) and final payment from CDPH to the Contractor, to permit CDPH or any duly authorized representative, to have access to, examine or audit any pertinent books, documents, papers and records related to this subcontract and to allow interviews of any employees who might reasonably have information related to such records." i. Unless otherwise stipulated in writing by CDPH, the Contractor shall be the subcontractor's sole point of contact for all matters related to performance and payment under this Agreement. j. Contractor shall, as applicable, advise all subcontractors of their obligations pursuant to the following numbered provisions ofthis Exhibit: 1, 2, 3, 4, 5, 6, 7, 8,10,11,12,13,14,17,19, 20, 24, and 31 or other numbered provisions herein that deemed applicable. 6. Income Restrictions Unless otherwise stipulated in this Agreement, the Contractor agrees that any refunds, rebates, credits, or other amounts (including any interest thereon) accruing to or received by the Contractor under this Agreement shall be paid by the Contractor to CDPH, to the extent that they are properly allocable to costs for which the Contractor has been reimbursed by CDPH under this Agreement. 7. Audit and Record Retention (Applicable to agreements in excess of $1 0,000.) a. The Contractor and/or Subcontractor shall maintain books, records, documents, and other evidence, accounting procedures and practices, sufficient to properly reflect all direct and indirect costs of whatever nature claimed to have been incurred in the performance of this Agreement, including any matching costs and expenses. The foregoing constitutes "records" for the purpose of this provision. b. The Contractor's and/or subcontractor's facility or office or such part thereof as may be engaged in the performance of this Agreement and his/her records shall be subject at all reasonable times to inspection, audit, and reproduction. c. Contractor agrees that CDPH, the Department of General Services, the Bureau of State Audits, or their designated representatives including the Comptroller General of the United States shall have the right to review and to copy any records and supporting documentation pertaining to the performance of this Agreement. Contractor agrees to allow the auditor(s) access to such records during normal business hours and to allow interviews of any employees who might reasonably have information related to such CDPH Exhibit D(F) (3/15) Page 8 of 25 California Department of Public Health -Special Terms and Conditions Exhibit D (F) records. Further, the Contractor agrees to include a similar right of the State to audit records and interview staff in any subcontract related to performance of this Agreement. (GC 8546.7, CCR Title 2, Section 1896). d. The Contractor and/or Subcontractor shall preserve and make available his/her records (1) for a period of three years from the date of final payment under this Agreement, and (2) for such longer period, if any, as is required by applicable statute, by any other provision of this Agreement, or by subparagraphs (1) or (2) below. (1) If this Agreement is completely or partially terminated, the records relating to the work terminated shall be preserved and made available for a period of three years from the date of any resulting final settlement. (2) If any litigation, claim, negotiation, audit, or other action involving the records has been started before the expiration of the three-year period, the records shall be retained until completion of the action and resolution of all issues which arise from it, or until the end of the regular three-year period, whichever is later. e. The Contractor and/or Subcontractor shall comply with the above requirements and be aware of the penalties for violations of fraud and for obstruction of investigation as set forth in Public Contract Code § 10115.10, if applicable. f. The Contractor and/or Subcontractor may, at its discretion, following receipt of final payment under this Agreement, reduce its accounts, books and records related to this Agreement to microfilm, computer disk, CD ROM, or other data storage medium. Upon request by an authorized representative to inspect, audit or obtain copies of said records, the Contractor and/or Subcontractor must supply or make available applicable devices, hardware, and/or software necessary to view, copy and/or print said records. Applicable devices may include, but are not limited to, microfilm readers and microfilm printers, etc. g. The Contractor shall, if applicable, comply with the Single Audit Act and the audit reporting requirements set forth in OMS Circular A-133. 8. Site Inspection The State, through any authorized representatives, has the right at all reasonable times to inspect or otherwise evaluate the work performed or being performed hereunder including subcontract supported activities and the premises in which it is being performed. If any inspection or evaluation is made of the premises of the Contractor or Subcontractor, the Contractor shall provide and shall require Subcontractors to provide all reasonable facilities and assistance for the safety and convenience of the authorized representatives in the performance of their duties. All inspections and evaluations shall be performed in such a manner as will not unduly delay the work. 9. Federal Contract Funds (Applicable only to that portion of an agreement funded in part or whole with federal funds.) a. It is mutually understood between the parties that this Agreement may have been written before ascertaining the availability of congressional appropriation of funds, for the mutual benefit of both parties, in order to avoid program and fiscal delays which would occur if the Agreement were executed after that determination was made. b. This agreement is valid and enforceable only if sufficient funds are made available to the State by the United States Government for the fiscal years covered by the term of this Agreement. In addition, this Agreement is subject to any additional restrictions, limitations, or conditions enacted by the Congress or any statute enacted by the Congress which may affect the provisions, terms or funding of this Agreement in any manner. c. It is mutually agreed that if the Congress does not appropriate sufficient funds for the program, this Agreement shall be amended to reflect any reduction in funds. CDPH Exhibit D(F) (3/15) Page 9 of 25 California Department of Public Health-Special Terms and Conditions Exhibit D (F) d. CDPH has the option to invalidate or cancel the Agreement with 30-days advance written notice or to amend the Agreement to reflect any reduction in funds. 10. Intellectual Property Rights a. Ownership (1) Except where CDPH has agreed in a signed writing to accept a license, CDPH shall be and remain, without additional compensation, the sole owner of any and all rights, title and interest in all Intellectual Property, from the moment of creation, whether or not jointly conceived, that are made, conceived, derived from, or reduced to practice by Contractor or CDPH and which result directly or indirectly from this Agreement. (2) For the purposes of this Agreement, Intellectual Property means recognized protectable rights and interest such as: patents, (whether or not issued) copyrights, trademarks, service marks, applications for any of the foregoing, inventions, trade secrets, trade dress, logos, insignia, color combinations, slogans, moral rights, right of publicity, author's rights, contract and licensing rights, works, mask works, industrial design rights, rights of priority, know how, design flows, methodologies, devices, business processes, developments, innovations, good will and all other legal rights protecting intangible proprietary information as may exist now and/or here after come into existence, and all renewals and extensions, regardless of whether those rights arise under the laws of the United States, or any other state, country or jurisdiction. (a) For the purposes of the definition of Intellectual Property, "works" means all literary works, writings and printed matter including the medium by which they are recorded or reproduced, photographs, art work, pictorial and graphic representations and works of a similar nature, film, motion pictures, digital images, animation cells, and other audiovisual works including positives and negatives thereof, sound recordings, tapes, educational materials, interactive videos and any other materials or products created, produced, conceptualized and fixed in a tangible medium of expression. It includes preliminary and final products and any materials and information developed for the purposes of producing those final products. Works does not include articles submitted to peer review or reference journals or independent research projects. (3) In the performance of this Agreement, Contractor will exercise and utilize certain of its Intellectual Property in existence prior to the effective date of this Agreement. In addition, under this Agreement, Contractor may access and utilize certain of CDPH's Intellectual Property in existence prior to the effective date of this Agreement. Except as otherwise set forth herein, Contractor shall not use any of CDPH's Intellectual Property now existing or hereafter existing for any purposes without the prior written permission of CDPH. Except as otherwise set forth herein, neither the Contractor nor CDPH shall give any ownership interest in or rights to its Intellectual Property to the other Party. If during the term of this Agreement, Contractor accesses any third-party Intellectual Property that is licensed to CDPH, Contractor agrees to abide by all license and confidentiality restrictions applicable to CDPH in the third-party's license agreement. (4) Contractor agrees to cooperate with CDPH in establishing or maintaining CDPH's exclusive rights in the Intellectual Property, and in assuring CDPH's sole rights against third parties with respect to the Intellectual Property. If the Contractor enters into any agreements or subcontracts with other parties in order to perform this Agreement, Contractor shall require the terms of the Agreement(s) to include all Intellectual Property provisions. Such terms must include, but are not limited to, the subcontractor assigning and agreeing to assign to 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 CDPH Exhibit D(F) (3/15) Page 10 of 25 California Department of Public Health -Special Terms and Conditions Exhibit D (F) (1) Except for Intellectual Property made, conceived, derived from, or reduced to practice by Contractor or CDPH and which result directly or indirectly from this Agreement, Contractor shall retain title to all of its Intellectual Property to the extent such Intellectual Property is in existence prior to the effective date of this Agreement. Contractor hereby grants to CDPH, without additional compensation, a permanent, non-exclusive, royalty free, paid-up, worldwide, irrevocable, perpetual, non-terminable license to use, reproduce, manufacture, sell, offer to sell, import, export, modify, publicly and privately display/perform, distribute, and dispose Contractor's Intellectual Property with the right to sublicense through multiple layers, for any purpose whatsoever, to the extent it is incorporated in the Intellectual Property resulting from this Agreement, unless Contractor assigns all rights, title and interest in the Intellectual Property as set forth herein. (2) Nothing in this provision shall restrict, limit, or otherwise prevent Contractor from using any ideas, concepts, know-how, methodology or techniques related to its performance under this Agreement, provided that Contractor's use does not infringe the patent, copyright, trademark rights, license or other Intellectual Property rights of CDPH or third party, or result in a breach or default of any provisions of this Exhibit or result in a breach of any provisions of law relating to confidentiality. c. Copyright (1) Contractor agrees that for purposes of copyright law, all works [as defined in Paragraph a, subparagraph (2)(a) of this provision] of authorship made by or on behalf of Contractor in connection with Contractor's performance of this Agreement shall be deemed "works made for hire". Contractor further agrees that the work of each person utilized by Contractor in connection with the performance of this Agreement will be a "work made for hire," whether that person is an employee of Contractor or that person has entered into an agreement with Contractor to perform the work. Contractor shall enter into a written agreement with any such person that: (i) all work performed for Contractor shall be deemed a "work made for hire" under the Copyright Act and (ii) that person shall assign all right, title, and interest to CDPH to any work product made, conceived, derived from, or reduced to practice by Contractor or CDPH and which result directly or indirectly from this Agreement. (2) All materials, including, but not limited to, visual works or text, reproduced or distributed pursuant to this Agreement that include Intellectual Property made, conceived, derived from, or reduced to practice by Contractor or CDPH and which result directly or indirectly from this Agreement, shall include CDPH's notice of copyright, which shall read in 3mm or larger typeface: "© [Enter Current Year e.g., 2007, etc.], Department of Public Health. This material may not be reproduced or disseminated without prior written permission from the Department of Public Health." This notice should be placed prominently on the materials and set apart from other matter on the page where it appears. Audio productions shall contain a similar audio notice of copyright. d. Patent Rights With respect to inventions made by Contractor in the performance of this Agreement, which did not result from research and development specifically included in the Agreement's scope of work, Contractor hereby grants to CDPH a license as described under Section b of this provision for devices or material incorporating, or made through the use of such inventions. If such inventions result from research and development work specifically included within the Agreement's scope of work, then Contractor agrees to assign to CDPH, without additional compensation, all its right, title and interest in and to such inventions and to assist CDPH in securing United States and foreign patents with respect thereto. e. Third-Party Intellectual Property Except as provided herein, Contractor agrees that its performance of this Agreement shall not be dependent upon or include any Intellectual Property of Contractor or third party without first: (i) obtaining CDPH's prior written approval; and (ii) granting to or obtaining for CDPH, without additional compensation, a license, as described in Section b of this provision, for any of Contractor's or third-party's Intellectual Property in existence prior to the effective date of this Agreement. If such a license upon the these terms is unattainable, and CDPH determines that the Intellectual Property should be included in or is required for Contractor's performance of this Agreement, Contractor shall obtain a license under terms acceptable to CDPH. f. Warranties CDPH Exhibit D(F} (3/15) Page 11 of 25 California Department of Public Health-Special Terms and Conditions Exhibit D (F) (1) Contractor represents and warrants that: (a) It is free to enter into and fully perform this Agreement (b) It has secured and will secure all rights and licenses necessary for its performance of this Agreement (c) Neither Contractor's performance of this Agreement, nor the exercise by either Party of the rights granted in this Agreement, nor any use, reproduction, manufacture, sale, offer to sell, import, export, modification, public and private display/performance, distribution, and disposition of the Intellectual Property made, conceived, derived from, or reduced to practice by Contractor or CDPH and which result directly or indirectly from this Agreement will infringe upon or violate any Intellectual Property right, non-disclosure obligation, or other proprietary right or interest of any third-party or entity now existing under the laws of, or hereafter existing or issued by, any state, the United States, or any foreign country. There is currently no actual or threatened claim by any such third party based on an alleged violation of any such right by Contractor. (d) Neither Contractor's performance nor any part of its performance will violate the right of privacy of, or constitute a libel or slander against any person or entity. (e) It has secured and will secure all rights and licenses necessary for Intellectual Property including, but not limited to, consents, waivers or releases from all authors of music or performances used, and talent (radio, television and motion picture talent), owners of any interest in and to real estate, sites, locations, property or props that may be used or shown. (f) It has not granted and shall not grant to any person or entity any right that would or might derogate, encumber, or interfere with any of the rights granted to CDPH in this Agreement. (g) It has appropriate systems and controls in place to ensure that state funds will not be used in the performance of this Agreement for the acquisition, operation or maintenance of computer software in violation of copyright laws. (h) It has no knowledge of any outstanding claims, licenses or other charges, liens, or encumbrances of any kind or nature whatsoever that could affect in any way Contractor's performance of this Agreement. (2) CDPH MAKES NO WARRANTY THAT THE INTELLECTUAL PROPERTY RESULTING FROM THIS AGREEMENT DOES NOT INFRINGE UPON ANY PATENT, TRADEMARK, COPYRIGHT OR THE LIKE, NOW EXISTING OR SUBSEQUENTLY ISSUED. g. Intellectual Property Indemnity (1) Contractor shall indemnify, defend and hold harmless CDPH and its licensees and assignees, and its officers, directors, employees, agents, representatives, successors, and users of its products, ("lndemnitees") from and against all claims, actions, damages, losses, liabilities (or actions or proceedings with respect to any thereof), whether or not rightful, arising from any and all actions or claims by any third party or expenses related thereto (including, but not limited to, all legal expenses, court costs, and attorney's fees incurred in investigating, preparing, serving as a witness in, or defending against, any such claim, action, or proceeding, commenced or threatened) to which any of the lndemnitees may be subject, whether or not Contractor is a party to any pending or threatened litigation, which arise out of or are related to (i) the incorrectness or breach of any of the representations, warranties, covenants or agreements of Contractor pertaining to Intellectual Property; or (ii) any Intellectual Property infringement, or any other type of actual or alleged infringement claim, arising out of CDPH's use, reproduction, manufacture, sale, offer to sell, distribution, import, export, modification, public and private performance/display, license, and disposition of the Intellectual Property made, conceived, derived from, or reduced to practice by Contractor or CDPH and which result directly or indirectly from this Agreement. This indemnity obligation shall apply irrespective of whether the infringement claim is based on a patent, trademark or copyright registration that issued after the effective date of this Agreement CDPH reserves the right to participate in and/or control, at Contractor's expense, any such infringement action brought against CDPH. CDPH Exhibit D(F) (3/15) Page 12 of 25 California Department of Public Health -Special Terms and Conditions Exhibit D (F) (2) Should any Intellectual Property licensed by the Contractor to CDPH under this Agreement become the subject of an Intellectual Property infringement claim, Contractor will exercise its authority reasonably and in good faith to preserve CDPH's right to use the licensed Intellectual Property in accordance with this Agreement at no expense to CDPH. CDPH shall have the right to monitor and appear through its own counsel (at Contractor's expense) in any such claim or action. In the defense or settlement of the claim, Contractor may obtain the right for CDPH to continue using the licensed Intellectual Property; or, replace or modify the licensed Intellectual Property so that the replaced or modified Intellectual Property becomes non-infringing provided that such replacement or modification is functionally equivalent to the original licensed Intellectual Property. If such remedies are not reasonably available, CDPH shall be entitled to a refund of all monies paid under this Agreement, without restriction or limitation of any other rights and remedies available at law or in equity. (3) Contractor agrees that damages alone would be inadequate to compensate CDPH for breach of any term of this Intellectual Property Exhibit by Contractor. Contractor acknowledges CDPH would suffer irreparable harm in the event of such breach and agrees CDPH shall be entitled to obtain equitable relief, including without limitation an injunction, from a court of competent jurisdiction, without restriction or limitation of any other rights and remedies available at law or in equity. h. Federal Funding In any agreement funded in whole or in part by the federal government, CDPH may acquire and maintain the Intellectual Property rights, title, and ownership, which results directly or indirectly from the Agreement; except as provided in 37 Code of Federal Regulations part 401.14; however, the federal government shall have a non-exclusive, nontransferable, irrevocable, paid-up license throughout the world to use, duplicate, or dispose of such Intellectual Property throughout the world in any manner for governmental purposes and to have and permit others to do so. i. Survival The provisions set forth herein shall survive any termination or expiration of this Agreement or any project schedule. 11. Air or Water Pollution Requirements Any federally funded agreement and/or subcontract in excess of $100,000 must comply with the following provisions unless said agreement is exempt under 40 CFR 15.5. a. Government contractors agree to comply with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act [42 U.S.C. 1857(h)], section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15). b. Institutions of higher education, hospitals, nonprofit organizations and commercial businesses agree to comply with all applicable standards, orders, or requirements issued under the Clean Air Act (42 U.S.C. 7401 et seq.), as amended, and the Federal Water Pollution Control Act (33 U.S.C. 1251 et seq.), as amended. 12. 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 or Subcontractor to conduct routine business matters. 13. Confidentiality of Information a. The Contractor and its employees, agents, or subcontractors shall protect from unauthorized disclosure names and other identifying information concerning persons either receiving services pursuant to this Agreement or persons whose names or identifying information become available or are disclosed to the CDPH Exhibit D(F) (3/15) Page 13 of 25 California Department of Public Health -Special Terms and Conditions Exhibit D (F) 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. The Contractor and its employees, agents, or subcontractors shall not use such identifying information for any purpose other than carrying out the Contractor's obligations under this Agreement. c. The Contractor and its employees, agents, or subcontractors shall promptly transmit to the CDPH Program Contract Manager all requests for disclosure of such identifying information not emanating from the client or person. d. The Contractor shall 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 Program Contract Manager, except if disclosure is required by State or Federal law. e. For purposes of this provision, identity shall include, but not be limited to name, identifying number, symbol, or other identifying particular assigned to the individual, such as finger or voice print or a photograph. f. As deemed applicable by CDPH, this provision may be supplemented by additional terms and conditions covering personal health information (PHI) or personal, sensitive, and/or confidential information (PSCI). Said terms and conditions will be outlined in one or more exhibits that will either be attached to this Agreement or incorporated into this Agreement by reference. 14. Documents, Publications and Written Reports (Applicable to agreements over $5,000 under which publications, written reports and documents are developed or produced. Government Code Section 7550.) Any document, publication or written report (excluding progress reports, financial reports and normal contractual communications) prepared as a requirement of this Agreement shall contain, in a separate section preceding the main body of the document, the number and dollar amounts of all contracts or agreements and subcontracts relating to the preparation of such document or report, if the total cost for work by nonemployees of the State exceeds $5,000. 15. Dispute Resolution Process a. A Contractor grievance exists whenever there is a dispute ans1ng from CDPH's action in the administration of an agreement. If there is a dispute or grievance between the Contractor and CDPH, the Contractor must seek resolution using the procedure outlined below. (1) The Contractor should first informally discuss the problem with the CDPH Program Contract Manager. If the problem cannot be resolved informally, the Contractor shall direct its grievance together with any evidence, in writing, to the program Branch Chief. The grievance shall state the issues in dispute, the legal authority or other basis for the Contractor's position and the remedy sought. The Branch Chief shall render a decision within ten (1 0) working days after receipt of the written grievance from the Contractor. The Branch Chief shall respond in writing to the Contractor indicating the decision and reasons therefore. If the Contractor disagrees with the Branch Chief's decision, the Contractor may appeal to the second level. (2) When appealing to the second level, the Contractor must prepare an appeal indicating the reasons for disagreement with Branch Chief's decision. The Contractor shall include with the appeal a copy of the Contractor's original statement of dispute along with any supporting evidence and a copy of the Branch Chief's decision. The appeal shall be addressed to the Deputy Director of the division in which the branch is organized within ten (1 0) working days from receipt of the Branch Chief's decision. The Deputy Director of the division in which the branch is organized or his/her designee shall meet with the Contractor to review the issues raised. A written decision signed by the Deputy Director of the division in which the branch is organized or his/her designee shall be directed to the Contractor within twenty (20) working days of receipt of the Contractor's second level appeal. CDPH Exhibit D(F) (3/15) Page 14 of 25 California Department of Public Health -Special Terms and Conditions Exhibit D (F) b. If the Contractor wishes to appeal the decision of the Deputy Director of the division in which the branch is organized or his/her designee, the Contractor shall follow the procedures set forth in Division 25.1 (commencing with Section 38050) of the Health and Safety Code and the regulations adopted thereunder. (Title 1, Division 2, Chapter 2, Article 3 (commencing with Section 1140) of the California Code of Regulations). c. Disputes arising out of an audit, examination of an agreement or other action not covered by subdivision (a) of Section 20204, of Chapter 2.1, Title 22, of the California Code of Regulations, and for which no procedures for appeal are provided in statute, regulation or the Agreement, shall be handled in accordance with the procedures identified in Sections 51016 through 51047, Title 22, California Code of Regulations. d. Unless otherwise stipulated in writing by CDPH, all dispute, grievance and/or appeal correspondence shall be directed to the CDPH Program Contract Manager. e. There are organizational differences within CDPH's funding programs and the management levels identified in this dispute resolution provision may not apply in every contractual situation. When a grievance is received and organizational differences exist, the Contractor shall be notified in writing by the CDPH Program Contract Manager of the level, name, and/or title of the appropriate management official that is responsible for issuing a decision at a given level. 16. Financial and Compliance Audit Requirements a. The definitions used in this provision are contained in Section 38040 of the Health and Safety Code, which by this reference is made a part hereof. b. Direct service contract means a contract or agreement for services contained in local assistance or subvention programs or both (see Health and Safety [H&S] Code section 38020). Direct service contracts shall not include contracts, agreements, grants, or subventions to other governmental agencies or units of government nor contracts or agreements with regional centers or area agencies on aging (H&S Code section 38030). c. The Contractor, as indicated below, agrees to obtain one of the following audits: (1) If the Contractor is a nonprofit organization (as defined in H&S Code section 38040) and receives $25,000 or more from any State agency under a direct service contract or agreement; the Contractor agrees to obtain an annual single, organization wide, financial and compliance audit. Said audit shall be conducted according to Generally Accepted Auditing Standards. This audit does not fulfill the audit requirements of Paragraph c(3) below. The audit shall be completed by the 15th day of the fifth month following the end of the Contractor's fiscal year, and/or (2) If the Contractor is a nonprofit organization (as defined in H&S Code section 38040) and receives less than $25,000 per year from any State agency under a direct service contract or agreement, the Contractor agrees to obtain a biennial single, organization wide financial and compliance audit, unless there is evidence of fraud or other violation of state law in connection with this Agreement. This audit does not fulfill the audit requirements of Paragraph c(3) below. The audit shall be completed by the 15th day of the fifth month following the end of the Contractor's fiscal year, and/or (3) If the Contractor is a State or Local Government entity or Nonprofit organization (as defined by the Federal Office of Management and Budget [OMB] Circular A-133) and expends $500.000 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 OMB Circular A-133 entitled "Audits of States, Local Governments, and Non-Profit Organizations". An audit conducted pursuant to this provision will fulfill the audit requirements outlined in Paragraphs c(1) and c(2) above. The audit shall be completed by the end of the ninth month following the end of the audit period. The requirements of this provision apply if: (a) The Contractor is a recipient expending Federal awards received directly from Federal awarding agencies, or CDPH Exhibit D(F) (3/15) Page 15 of25 California Department of Public Health -Special Terms and Conditions Exhibit D (F) (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 an OMB A-133 audit, the Contractor must also submit a certification indicating the Contractor has not expended $500,000 or more in federal funds for the year covered by the audit report. d. Two copies of the audit report shall be delivered to the CDPH program funding this Agreement. The audit report must identify the Contractor's legal name and the number assigned to this Agreement. The audit report shall be due within 30 days after the completion of the audit. Upon receipt of said audit report, the CDPH Program Contract Manager shall forward the audit report to CDPH's Audits and Investigations Unit if the audit report was submitted under Section 16.c(3), unless the audit report is from a City, County, or Special District within the State of California whereby the report will be retained by the funding program. e. The cost of the audits described herein may be included in the funding for this Agreement up to the proportionate amount this Agreement represents of the Contractor's total revenue. The CDPH program funding this Agreement must provide advance written approval of the specific amount allowed for said audit expenses. f. The State or its authorized designee, including the Bureau of State Audits, is responsible for conducting agreement performance audits which are not financial and compliance audits. Performance audits are defined by Generally Accepted Government Auditing Standards. g. Nothing in this Agreement limits the State's responsibility or authority to enforce State law or regulations, procedures, or reporting requirements arising thereto. h. Nothing in this provision limits the authority of the State to make audits of this Agreement, provided however, that if independent audits arranged for by the Contractor meet Generally Accepted Governmental Auditing Standards, the State shall rely on those audits and any additional audit work and shall build upon the work already done. i. The State may, at its option, direct its own auditors to perform either of the audits described above. The Contractor will be given advance written notification, if the State chooses to exercise its option to perform said audits. j. The Contractor shall include a clause in any agreement the Contractor enters into with the audit firm doing the single organization wide audit to provide access by the State or Federal Government to the working papers of the independent auditor who prepares the single organization wide audit for the Contractor. k. Federal or state auditors shall have "expanded scope auditing" authority to conduct specific program audits during the same period in which a single organization wide audit is being performed, but the audit report has not been issued. The federal or state auditors shall review and have access to the current audit work being conducted and will not apply any testing or review procedures which have not been satisfied by previous audit work that has been completed. The term "expanded scope auditing" is applied and defined in the U.S. General Accounting Office (GAO) issued Standards for Audit of Government Organizations, Programs, Activities and Functions, better known as the "yellow book". 17. Human Subjects Use Requirements (Applicable only to federally funded agreements/grants in which performance, directly or through a subcontract/subaward, includes any tests or examination of materials derived from the human body.) By signing this Agreement, Contractor agrees that if any performance under this Agreement or any subcontract or subagreement includes any tests or examination of materials derived from the human body for the purpose of providing information, diagnosis, prevention, treatment or assessment of disease, impairment, or health of a human being, all locations at which such examinations are performed shall meet the requirements of 42 U.S. C. Section 263a (CLIA) and the regulations thereunder. CDPH Exhibit D(F) (3/15) Page 16 of 25 California Department of Public Health-Special Terms and Conditions Exhibit D (F) 18. Novation Requirements If the Contractor proposes any novation agreement, CDPH shall act upon the proposal within 60 days after receipt of the written proposal. CDPH may review and consider the proposal, consult and negotiate with the Contractor, and accept or reject all or part of the proposal. Acceptance or rejection of the proposal may be made orally within the 60-day period and confirmed in writing within five days of said decision. Upon written acceptance of the proposal, CDPH will initiate an amendment to this Agreement to formally implement the approved proposal. 19. Debarment and Suspension Certification (Applicable to all agreements funded in part or whole with federal funds.) a. By signing this Agreement, the Contractor/Grantee agrees to comply with applicable federal suspension and debarment regulations including, but not limited to 7 CFR Part 3017, 45 CFR 76, 40 CFR 32 or 34 CFR 85. b. By signing this Agreement, the Contractor certifies to the best of its knowledge and belief, that it and its principals: (1) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any federal department or agency; (2) Have not within a three-year period preceding this application/proposal/agreement been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; (3) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State or local) with commission of any of the offenses enumerated in Paragraph b(2) herein; and (4) Have not within a three-year period preceding this application/proposal/agreement had one or more public transactions (Federal, State or local) terminated for cause or default. (5) Shall not knowingly enter into any lower tier covered transaction with a person who is proposed for debarment under federal regulations (i.e., 48 CFR part 9, subpart 9.4), debarred, suspended, declared ineligible, or voluntarily excluded from participation in such transaction, unless authorized by the State. (6) Will include a clause entitled, "Debarment and Suspension Certification" that essentially sets forth the provisions herein, in all lower tier covered transactions and in all solicitations for lower tier covered transactions. c. If the Contractor is unable to certify to any of the statements in this certification, the Contractor shall submit an explanation to the CDPH Program Contract Manager. d. The terms and definitions herein have the meanings set out in the Definitions and Coverage sections of the rules implementing Federal Executive Order 12549. e. If the Contractor knowingly violates this certification, in addition to other remedies available to the Federal Government, the CDPH may terminate this Agreement for cause or default. 20. Smoke-Free Workplace Certification (Applicable to federally funded agreements/grants and subcontracts/subawards, that provide health, day care, early childhood development services, education or library services to children under 18 directly or through local governments.) a. Public Law 103-227, also known as the Pro-Children Act of 1994 (Act), requires that smoking not be CDPH Exhibit D(F) (3/15) Page 17 of 25 California Department of Public Health -Special Terms and Conditions Exhibit D (F) permitted in any portion of any indoor facility owned or leased or contracted for by an entity and used routinely or regularly for the provision of health, day care, early childhood development services, education or library services to children under the age of 18, if the services are funded by federal programs either directly or through state or local governments, by federal grant, contract, loan, or loan guarantee. The law also applies to children's services that are provided in indoor facilities that are constructed, operated, or maintained with such federal funds. The law does not apply to children's services provided in private residences; portions of facilities used for inpatient drug or alcohol treatment; service providers whose sole source of applicable federal funds is Medicare or Medicaid; or facilities where WIC coupons are redeemed. b. Failure to comply with the provisions of the law may result in the imposition of a civil monetary penalty of up to $1,000 for each violation and/or the imposition of an administrative compliance order on the responsible party. c. By signing this Agreement, Contractor or Grantee certifies that it will comply with the requirements of the Act and will not allow smoking within any portion of any indoor facility used for the provision of services for children as defined by the Act. The prohibitions herein are effective December 26, 1994. d. Contractor or Grantee further agrees that it will insert this certification into any subawards (subcontracts or subgrants) entered into that provide for children's services as described in the Act. 21. Covenant Against Contingent Fees (Applicable only to federally funded agreements.) The Contractor warrants that no person or selling agency has been employed or retained to solicit/secure this Agreement upon an agreement of understanding for a commission, percentage, brokerage, or contingent fee, except bona fide employees or bona fide established commercial or selling agencies retained by the Contractor for the purpose of securing business. For breach or violation of this warranty, CDPH shall have the right to annul this Agreement without liability or in its discretion to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such commission, percentage, and brokerage or contingent fee. 22. Payment Withholds (Applicable only if a final report is required by this Agreement. Not applicable to government entities.) Unless waived or otherwise stipulated in this Agreement, CDPH may, at its discretion, withhold 10 percent (10%) of the face amount of the Agreement, 50 percent (50%) of the final invoice, or $3,000 whichever is greater, until CDPH receives a final report that meets the terms, conditions and/or scope of work requirements of this Agreement. 23. Performance Evaluation (Not applicable to grant agreements.) CDPH may, at its discretion, evaluate the performance of the Contractor at the conclusion of this Agreement. If performance is evaluated, the evaluation shall not be a public record and shall remain on file with CDPH. Negative performance evaluations may be considered by CDPH prior to making future contract awards. 24. 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. 25. Four-Digit Date Compliance (Applicable to agreements in which Information Technology (IT) services are provided to CDPH or if IT equipment is procured.) CDPH Exhibit D(F) (3/15) Page 18 of 25 California Department of Public Health -Special Terms and Conditions Exhibit D (F) Contractor warrants that it will provide only Four-Digit Date Compliant (as defined below) Deliverables and/or services to the State. "Four Digit Date compliant" Deliverables and services can accurately process, calculate, compare, and sequence date data, including without limitation date data arising out of or relating to leap years and changes in centuries. This warranty and representation is subject to the warranty terms and conditions of this Contract and does not limit the generality of warranty obligations set forth elsewhere herein. 26. Prohibited Use of State Funds for Software (Applicable to agreements in which computer software is used in performance of the work.) 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. 27. Use of Small, Minority Owned and Women's Businesses (Applicable to that portion of an agreement that is federally funded and entered into with institutions of higher education, hospitals, nonprofit organizations or commercial businesses.) Positive efforts shall be made to use small businesses, minority-owned firms and women's business enterprises, whenever possible (i.e., procurement of goods and/or services). Contractors shall take all of the following steps to further this goal. (1) Ensure that small businesses, minority-owned firms, and women's business enterprises are used to the fullest extent practicable. (2) Make information on forthcoming purchasing and contracting opportunities available and arrange time frames for purchases and contracts to encourage and facilitate participation by small businesses, minority- owned firms, and women's business enterprises. (3) Consider in the contract process whether firms competing for larger contracts intend to subcontract with small businesses, minority-owned firms, and women's business enterprises. (4) Encourage contracting with consortiums of small businesses, minority-owned firms and women's business enterprises when a contract is too large for one of these firms to handle individually. (5) Use the services and assistance, as appropriate, of such organizations as the Federal Small Business Administration and the U.S. Department of Commerce's Minority Business Development Agency in the solicitation and utilization of small businesses, minority-owned firms and women's business enterprises. 28. Alien Ineligibility Certification (Applicable to sole proprietors entering federally funded agreements.) By signing this Agreement, the Contractor certifies that he/she is not an alien that is ineligible for state and local benefits, as defined in Subtitle B of the Personal Responsibility and Work Opportunity Act. (8 U.S.C. 1601, et seq.) 29. Union Organizing (Applicable only to grant agreements.) Grantee, by signing this Agreement, hereby acknowledges the applicability of Government Code Sections 16645 through 16649 to this Agreement. Furthermore, Grantee, by signing this Agreement, hereby certifies that: a. No state funds disbursed by this grant will be used to assist, promote or deter union organizing. b. Grantee shall account for state funds disbursed for a specific expenditure by this grant, to show those funds were allocated to that expenditure. CDPH Exhibit D(F) (3/15) Page 19 of25 California Department of Public Health -Special Terms and Conditions Exhibit D (F) c. Grantee shall, where state funds are not designated as described in b herein, allocate, on a pro-rata basis, all disbursements that support the grant program. d. If Grantee makes expenditures to assist, promote or deter union organizing, Grantee will maintain records sufficient to show that no state funds were used for those expenditures, and that Grantee shall provide those records to the Attorney General upon request. 30. Contract Uniformity (Fringe Benefit Allowability) (Applicable only to nonprofit organizations.) Pursuant to the provisions of Article 7 (commencing with Section 1 00525) of Chapter 3 of Part 1 of Division 101 of the Health and Safety Code, CDPH sets forth the following policies, procedures, and guidelines regarding the reimbursement of fringe benefits. a. As used herein fringe benefits shall mean an employment benefit given by one's employer to an employee in addition to one's regular or normal wages or salary. b. As used herein, fringe benefits do not include: (1) Compensation for personal services paid currently or accrued by the Contractor for services of employees rendered during the term of this Agreement, which is identified as regular or normal salaries and wages, annual leave, vacation, sick leave, holidays, jury duty and/or military leave/training. (2) Director's and executive committee member's fees. (3) Incentive awards and/or bonus incentive pay. (4) Allowances for off-site pay. (5) Location allowances. (6) Hardship pay. (7) Cost-of-living differentials c. Specific allowable fringe benefits include: (1) Fringe benefits in the form of employer contributions for the employer's portion of payroll taxes (i.e., FICA, SUI, SDI), employee health plans (i.e., health, dental and vision), unemployment insurance, worker's compensation insurance, and the employer's share of pension/retirement plans, provided they are granted in accordance with established written organization policies and meet all legal and Internal Revenue Service requirements. d. To be an allowable fringe benefit, the cost must meet the following criteria: (1) Be necessary and reasonable for the performance of the Agreement. (2) Be determined in accordance with generally accepted accounting principles. (3) Be consistent with policies that apply uniformly to all activities of the Contractor. e. Contractor agrees that all fringe benefits shall be at actual cost. f. Earned/Accrued Compensation (1) Compensation for vacation, sick leave and holidays is limited to that amount earned/accrued within the agreement term. Unused vacation, sick leave and holidays earned from periods prior to the agreement term cannot be claimed as allowable costs. See section f (3)(a) below for an example. (2) For multiple year agreements, vacation and sick leave compensation, which is earned/accrued but not paid, due to employee(s) not taking time off may be carried over and claimed within the overall term of the multiple years of the Agreement. Holidays cannot be carried over from one agreement year to the next. See Provision f (3)(b) for an example. (3) For single year agreements, vacation, sick leave and holiday compensation that is earned/accrued but not paid, due to employee(s) not taking time off within the term of the Agreement, cannot be claimed as an allowable cost. See Provision f (3)(c) for an example. CDPH Exhibit D(F) (3/15) Page 20 of 25 California Department of Public Health -Special Terms and Conditions Exhibit D (F) (a) Example No. 1: If an employee, John Doe, earns/accrues three weeks of vacation and twelve days of sick leave each year, then that is the maximum amount that may be claimed during a one year agreement. If John Doe has five weeks of vacation and eighteen days of sick leave at the beginning of an agreement, the Contractor during a one-year budget period may only claim up to three weeks of vacation and twelve days of sick leave as actually used by the employee. Amounts earned/accrued in periods prior to the beginning of the Agreement are not an allowable cost. (b) Example No. 2: If during a three-year (multiple year) agreement, John Doe does not use his three weeks of vacation in year one, or his three weeks in year two, but he does actually use nine weeks in year three; the Contractor would be allowed to claim all nine weeks paid for in year three. The total compensation over the three-year period cannot exceed 156 weeks (3 x 52 weeks). (c) Example No. 3: If during a single year agreement, John Doe works fifty weeks and used one week of vacation and one week of sick leave and all fifty-two weeks have been billed to CDPH, the remaining unused two weeks of vacation and seven days of sick leave may not be claimed as an allowable cost. 31. Lobbying Restrictions and Disclosure Certification (Applicable to federally funded agreements in excess of $100,000 per Section 1352 of the 31, U.S.C.) a. Certification and Disclosure Requirements (1) Each person (or recipient) who requests or receives a contract or agreement, subcontract, grant, or subgrant, which is subject to Section 1352 of the 31, U.S.C., and which exceeds $100,000 at any tier, shall file a certification (in the form set forth in Attachment 1, consisting of one page, entitled "Certification Regarding Lobbying") that the recipient has not made, and will not make, any payment prohibited by Paragraph b of this provision. (2) Each recipient shall file a disclosure (in the form set forth in Attachment 2, entitled "Standard Form- LLL 'disclosure of Lobbying Activities"') if such recipient has made or has agreed to make any payment using nonappropriated funds (to include profits from any covered federal action) in connection with a contract, or grant or any extension or amendment of that contract, or grant, which would be prohibited under Paragraph b of this provision if paid for with appropriated funds. (3) Each recipient shall file a disclosure form at the end of each calendar quarter in which there occurs any event that requires disclosure or that materially affect the accuracy of the information contained in any disclosure form previously filed by such person under Paragraph a(2) herein. An event that materially affects the accuracy of the information reported includes: (a) A cumulative increase of $25,000 or more in the amount paid or expected to be paid for influencing or attempting to influence a covered federal action; (b) A change in the person(s) or individuals(s) influencing or attempting to influence a covered federal action; or (c) A change in the officer(s), employee(s), or member(s) contacted for the purpose of influencing or attempting to influence a covered federal action. (4) Each person (or recipient) who requests or receives from a person referred to in Paragraph a(1) of this provision a contract or agreement, subcontract, grant or subgrant exceeding $100,000 at any tier under a contract or agreement, or grant shall file a certification, and a disclosure form, if required, to the next tier above. (5) All disclosure forms (but not certifications) shall be forwarded from tier to tier until received by the person referred to in Paragraph a(1) of this provision. That person shall forward all disclosure forms to CDPH Program Contract Manager. CDPH Exhibit D(F) (3/15) Page 21 of 25 California Department of Public Health -Special Terms and Conditions Exhibit D (F) b. Prohibition Section 1352 of Title 31, U.S.C., provides in part that no appropriated funds may be expended by the recipient of a federal contract or agreement, grant, loan, or cooperative agreement to pay any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any of the following covered federal actions: the awarding of any federal contract or agreement, the making of any federal grant, the making of any federal loan, entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract or agreement, grant, loan, or cooperative agreement. 32. Additional Restrictions (Applicable to all contracts funded in whole or in part with funding from the federal Departments of Labor, Health and Human Services (including CDC funding), or Education.) Contractor shall comply with the restrictions under Division F, Title V, Section 503 of the Consolidated Appropriations Act, 2012 (H.R. 2055), which provides that: "SEC. 503.(a) No part of any appropriation contained in this Act or transferred pursuant to section 4002 of Public Law 111-148 shall be used, other than for normal and recognized executive-legislative relationships, for publicity or propaganda purposes, for the preparation, distribution, or use of any kit, pamphlet, booklet, publication, electronic communication, radio, television, or video presentation designed to support or defeat the enactment of legislation before the Congress or any State or local legislature or legislative body, except in presentation to the Congress or any State or local legislature itself, or designed to support or defeat any proposed or pending regulation, administrative action, or order issued by the executive branch of any State or local government, except in presentation to the executive branch of any State or local government itself. (b) No part of any appropriation contained in this Act or transferred pursuant to section 4002 of Public Law 111-148 shall be used to pay the salary or expenses of any grant or contract recipient, or agent acting for such recipient, related to any activity designed to influence the enactment of legislation, appropriations, regulation, administrative action, or Executive order proposed or pending before the Congress or any State government, State legislature or local legislature or legislative body, other than for normal and recognized executive-legislative relationships or participation by an agency or officer of a State, local or tribal government in policymaking and administrative processes within the executive branch of that government. (c) The prohibitions in subsections (a) and (b) shall include any activity to advocate or promote any proposed, pending or future Federal, State or local tax increase, or any proposed, pending, or future requirement or restriction on any legal consumer product, including its sale or marketing, including but not limited to the advocacy or promotion of gun control." 33. Federal Requirements Contractor agrees to comply with and shall require all subcontractors, if any, to comply with all applicable 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. CDPH Exhibit D(F) (3/15) Page 22 of 25 California Department of Public Health-Special 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: Exhibit D (F) Attachment 1 (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the making, awarding or entering into of this Federal contract, Federal grant, or cooperative agreement, and the extension, continuation, renewal, amendment, or modification of this Federal contract, grant, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency of the United States Government, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, or cooperative agreement, the undersigned shall complete and submit Standard Form LLL, "Disclosure of Lobbying Activities" in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontractors, subgrants, and contracts under grants and cooperative agreements) of $100,000 or more, and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S.C., any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. County of Fresno Name of Contractor 1/15-10157 Contract I Grant Number After execution by or on behalf of Contractor, please return to: California Department of Public Health Deborah A. Poochigian Chairman, Board of Supervisors Title ATTEST: BERNICE E. SEIDEL, Clerk Board of Supervisors By Ci'-~_: Lto3 CDPH reserves the right to notifiy the contractor in writing of an alternate submission address. CDPH Exhibit D(F) (3/15) Page 23 of 25 California Department of Public Health-Special Terms and Conditions Exhibit D (F) Attachment 2 CERTIFICATION REGARDING LOBBYING Complete this form to disclose lobbying activities pursuant to 31 U.S.C. 1352 (See reverse for public burden disclosure) Approved by OMB 0348-0046 1. Type of Federal Action: 2. Status of Federal Action: 3. Report Type: [ 1 a. contract [ 1 a. bid/offer/application [ 1 a. initial filing b. grant b. initial award b. material change c. cooperative agreement c. post-award For Material Change Only: d. loan e. loan guarantee f. loan insurance 4. Name and Address of Reporting Entity: D Prime D Subawardee Tier _, if known: Conoressional District If known: 6. Federal Department/Agency 8. Federal Action Number, if known: 10.a. Name and Address of Lobbying Registrant (If individual, last name, first name, Ml): 11. Information requested through this form is authorized by title 31 U.S.C. section 1352. This disclosure of lobbying activities is a material representation of tact upon which reliance was placed by the tier above when this transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be available for public inspection. required disclosure shall be subject to a not more than $100,000 tor each such failure. CDPH Exhibit D(F) (3/15) Year __ quarter __ date of last report __ . 5. If Reporting Entity in No. 4 is Subawardee, Enter Name and Address of Prime: Congressional District, If known: 7. Federal Program Name/Description: CDFA Number, if applicable: __ 9. Award Amount, if known: $ b. Individuals Performing Services (including address if different from 10a. (Last name, First name, Ml): Signature: Print Name: Title: Telephone No.: Date: Authorized for Local Reproduction Standard Form-LLL (Rev. 7-97) Page 24 of25 California Department of Public Health-Special Terms and Conditions Exhibit D (F) INSTRUCTIONS FOR COMPLETION OF SF-LLL, DISCLOSURE OF LOBBYING ACTIVITIES This disclosure form shall be completed by the reporting entity, whether subawardee or prime Federal recipient, at the initiation or receipt of a covered Federal action, or a material change to a previous filing, pursuant to title 31 U.S.C. section 1352. The filing of a form is required for each payment or agreement to make payment to any lobbying entity for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with a covered Federal action. Complete all items that apply for both the initial filing and material change report. Refer to the implementing guidance published by the Office of Management and Budget for additional information. 1. Identify the type of covered Federal action for which lobbying activity is and/or has been secured to influence the outcome of a covered Federal action. 2. Identify the status of the covered Federal action. 3. Identify the appropriate classification of this report. If this is a follow-up report caused by a material change to the information previously reported, enter the year and quarter in which the change occurred. Enter the date of the last previously submitted report by this reporting entity for this covered Federal action. 4. Enter the full name, address, city, State and zip code of the reporting entity. Include Congressional District, if known. Check the appropriate classification of the reporting entity that designates if it is, or expects to be a prime or subaward recipient. Identify the tier of the subawardee, e.g., the first subawardee of the prime is the 1st tier. Subawards include but are not limited to subcontracts, subgrants and contract awards under grants. 5. If the organization filing the report in item 4 checks "Subawardee," then enter the full name, address, city, State and zip code of the prime Federal recipient. Include Congressional District, if known. 6. Enter the name of the Federal agency making the award or loan commitment. Include at least one organizational level below agency name, if known. For example, Department of Transportation, United States Coast Guard. 7. Enter the Federal program name or description for the covered Federal action (item 1 ). If known, enter the full Catalog of Federal Domestic Assistance (CFDA) number for grants, cooperative agreements, loans, and loan commitments. 8. Enter the most appropriate Federal identifying number available for the Federal action identified in item 1 (e.g., Request for Proposal (RFP) number; Invitation for Bid (IFB) number; grant announcement number; the contract, grant, or loan award number; the application/proposal control number assigned by the Federal agency). Include prefixes, e.g., "RFP-DE-90-001." 9. For a covered Federal acton where there has been an award or loan commitment by the Federal agency, enter the Federal amount of the award/loan commitment for the prime entity identified in rtem 4 or 5. 10. (a) Enter the full name, address, city, State and zip code of the lobbying registrant under the Lobbying Disclosure Act of 1995 engaged by the reporting entity identified in item 4 to influence the covered Federal action. (b) Enter the full names of the individual(s) performing services, and include full address if different from 10 (a). Enter Last Name, First Name, and Middle Initial (MI). 11. The certifying official shall sign and date the form, print his/her name, @e, and telephone number. According to the Paperwork Reduction Act, as amended, no persons are required to respond to a collection of information unless it displays a valid OMB Control Number. The valid OMB control number for this information collection is OMB No. 0348-0046. Public reporting burden for this collection of information is estimated to average 10 minutes per response, including time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to the Office of Management and Budget, Paperwork Reduction Project (0348-0046), Washington, DC 20503. CDPH Exhibit D(F) (3/15) Page 25 of 25 Exhibit E Additional Provisions County of Fresno 15-10157 1. Additional Incorporated Exhibits 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 be updated periodically by CDPH, as required by program directives. CDPH shall provide the Grantee with copies of said documents and any periodic updates thereto, under separate cover. CDPH will maintain on file, all documents referenced herein and any subsequent updates. 1. NFP and HFA Policies and Procedures 2. Fiscal Administration Policy and Procedure Manual 2. Cancellation I Termination A. This Agreement may be cancelled by CDPH without cause upon 30 calendar days advance written notice to the Contractor. B. CDPH reserves the right to cancel or terminate this Agreement immediately for cause. The Contractor may submit a written request to terminate this Agreement only if CDPH substantially fails to perform its responsibilities as provided herein. C. The term "for cause" shall mean that the Contractor fails to meet the terms, conditions, and/or responsibilities of this Agreement. 1) If the Contractor knowingly furnishes any statement, representation, warranty, or certification in connection with the agreement, which representation is materially false, deceptive, incorrect, or incomplete. 2) If the Contractor fails to perform any material requirement of this agreement or defaults in performance of this agreement. 3) If the Contractor files for bankruptcy, or if CDPH determines that the Contractor becomes financially incapable of completing this agreement. D. Agreement termination or cancellation shall be effective as of the date indicated in CDPH's notification to the Contractor. The notice shall stipulate any final performance, invoicing, or payment requirements. E. Upon receipt of a notice of termination or cancellation, the Contractor shall take immediate steps to stop performance and to cancel or reduce subsequent Agreement costs. F. In the event of early termination or cancellation, the Contractor shall be entitled to compensation for services performed satisfactorily under this Agreement and expenses incurred up to the date of cancellation and any non-cancelable obligations incurred in support of this Agreement. October 2014 Page 1 of 2 Exhibit E Additional Provisions County of Fresno 15-10157 3. Avoidance of Conflicts of Interest by Contractor A. CDPH intends to avoid any real or apparent conflict of interest on the part of the Contractor, subcontractors, or employees, officers and directors of the Contractor or subcontractors. Thus, CDPH reserves the right to determine, at its sole discretion, whether any information, assertion or claim received from any source indicates the existence of a real or apparent conflict of interest; and, if a conflict is found to exist, to require the Contractor to submit additional information or a plan for resolving the conflict, subject to CDPH review and prior approval. B. Conflicts of interest include, but are not limited to: 1) An instance where the Contractor or any of its subcontractors, or any employee, officer, or director of the Contractor or any subcontractor has an interest, financial or otherwise, whereby the use or disclosure of information obtained while performing services under the contract would allow for private or personal benefit or for any purpose that is contrary to the goals and objectives of the Agreement. 2) An instance where the Contractor's or any subcontractor's employees, officers, or directors use their positions for purposes that are, or give the appearance of being, motivated by a desire for private gain for themselves or others, such as those with whom they have family, business or other ties. C. If CDPH is or becomes aware of a known or suspected conflict of interest, the Contractor will be given an opportunity to submit additional information or to resolve the conflict. A Contractor with a suspected conflict of interest will have five (5) working days from the date of notification of the conflict by CDPH to provide complete information regarding the suspected conflict. If a conflict of interest is determined to exist by CDPH and cannot be resolved to the satisfaction of CDPH, the conflict will be grounds for terminating the contract. CDPH may, at its discretion upon receipt of a written request from the Contractor, authorize an extension of the timeline indicated herein. D. Any costs (including legal costs) incurred as a result of a conflict of interest determined by the court or by the State shall be the responsibility of the Contractor. October 2014 Page 2 of 2 State of Califomra -Health and Human Services Agency California Department of Public Health Instructions to Contractor: Exhibit F Contractor's Release With final invoice(s) submit one (1) original and one (1) copy. The original must bear the original signature of a person authorized to bind the Contractor. The additional copy may bear photocopied signatures. Submission of Final Invoice Pursuant to contract number 15-10157 entered into between the State of California Department of Public Health (CDPH) and the Contractor (identified below), the Contractor does acknowledge that final payment has been requested via invoice number(s) , in the amount(s) of$ and dated If necessary, enter "See Attached" in the appropriate blocks and attach a list of invoice numbers, dollar amounts and invoice dates. Release of all Obligations By signing this form, and upon receipt of the amount specified in the invoice number(s) referenced above, the Contractor does hereby release and discharge the State, its officers, agents and employees of and from any and all liabilities, obligations, claims, and demands whatsoever arising from the above referenced contract. Repayments Due to Audit Exceptions I Record Retention By signing this form, Contractor acknowledges that expenses authorized for reimbursement does not guarantee final allowability of said expenses. Contractor agrees that the amount of any sustained audit exceptions resulting from any subsequent audit made after final payment will be refunded to the State. All expense and accounting records related to the above referenced contract must be maintained for audit purposes for no less than three years beyond the date of final payment, unless a longer term is stated in said contract. Recycled Product Use Certification By signing this form, Contractor certifies under penalty of perjury that a minimum of 0% unless otherwise specified in writing of post consumer material, as defined in the Public Contract Code Section 12200, in products, materials, goods, or supplies offered or sold to the State regardless of whether it meets the requirements of Public Contract Code Section 12209. Contractor specifies that printer or duplication cartridges offered or sold to the State comply with the requirements of Section 12156(e). Reminder to Return State Equipment/Property (If Applicable) (Applies only if equipment was provided by CDPH or purchased with or reimbursed by contract funds) Unless CDPH has approved the continued use and possession of State equipment (as defined in the above referenced contract) for use in connection with another CDPH agreement, Contractor agrees to promptly initiate arrangements to account for and return said equipment to CDPH, at CD PH's expense, if said equipment has not passed its useful life expectancy as defined in the above referenced contract. Patents I Other Issues By signing this form, Contractor further agrees, in connection with patent matters and with any claims that are not specifically released as set forth above, that it will comply with all of the provisions contained in the above referenced contract, including, but not limited to, those provisions relating to notification to the State and related to the defense or prosecution of litigation. ONLY SIGN AND DATE THIS DOCUMENT WHEN ATTACHING TO THE FINAL INVOICE Contractor's Legal Name (as on contract): Signature of Contractor or Official Designee: Printed Namerritle of Person Signing: CDPH Distribution: Accounting (Original) CDPH 2352 (7/07) Program Date: Page 1 of 14 Exhibit G HIPAA Business Associate Addendum I. Recitals A. The underlying contract (Agreement), to which this HIPAA Business Associate Addendum is attached to and made a part of, has been determined to constitute a business associate relationship under the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 ("HIPAA"), the Health Information Technology for Economic and Clinical Health Act, Public Law 111-005 ('the HITECH Act"), 42 U.S.C. section 17921 et seq., and their implementing privacy and security regulations at 45 CFR Parts 160 and 164 ("the HIPAA regulations"). B. The Department of Public Health ("CDPH") wishes to disclose to Business Associate certain information pursuant to the terms of the Agreement, some of which may constitute Protected Health Information ("PHI"), including protected health information in electronic media ("ePHI"), under federal law, and personal information ("PI") under state law. C. As set forth in the Agreement, Contractor, here and after, is the Business Associate of CDPH acting on CDPH' behalf and provides services, arranges, performs or assists in the performance of functions or activities on behalf of CDPH and creates, receives, maintains, transmits, uses or discloses PHI and Pl. CDPH and Business Associate are each a party to the Agreement and are collectively referred to as the "p"arties." D. The purpose of this Addendum is to protect the privacy and security of the PHI and PI that may be created, received, maintained, transmitted, used or disclosed pursuant to the Agreement, and to comply with certain standards and requirements of HIPAA, the HITECH Act and the HIPAA regulations, including, but not limited to, the requirement that CDPH must enter into a contract containing specific requirements with Contractor prior to the disclosure of PHI to Contractor, as set forth in 45 CFR Parts 160 and 164 and the HITECH Act. E. The terms used in this Addendum, but not otherwise defined, shall have the same meanings as those terms have in the HIPAA regulations. Any reference to statutory or regulatory language shall be to such language as in effect or as amended. II. Definitions A. Breach shall have the meaning given to such term under HIPAA, the HITECH Act, and the HIPAA regulations. B. Business Associate shall have the meaning given to such term under HIPAA, the HITECH Act, and the HIPAA regulations. C. Covered Entity shall have the meaning given to such term under HIPAA, the HITECH Act, and the HIPAA regulations. D. Electronic Health Record shall have the meaning given to such term in the HITECH Act, including, but not limited to, 42 U.S.C Section 17921 and implementing regulations. E. Electronic Protected Health Information (ePHI) means individually identifiable health information transmitted by electronic media or maintained in electronic media, including but not limited to electronic media as set forth under 45 CFR section 160.103. F. Individually Identifiable Health Information means health information, including demographic information collected from an individual, that is created or received by a health care provider, health plan, employer or health care clearinghouse, and relates to the past, present or future physical or mental health or CDPH HIPAA BAA 8-14 Page 2 of 14 Exhibit G HIPAA Business Associate Addendum condition of an individual, the provision of health care to an individual, or the past, present, or future payment for the provision of health care to an individual, that identifies the individual or where there is a reasonable basis to believe the information can be used to identify the individual, as set forth under 45 CFR section 160.103. G. Privacy Rule shall mean the HIPAA Regulation that is found at 45 CRF Parts 160 and 164. H. Personal Information shall have the meaning given to such term in California Civil Code section 1798.29. I. Protected Health Information means individually identifiable health information that is transmitted by electronic media, maintained in electronic media, or is transmitted or maintained in any other form or medium, as set forth under 45 CFR section 160.103. J. Required by law, as set forth under 45 CFR section 164.103, means a mandate contained in law that compels an entity to make a use or disclosure of PHI that is enforceable in a court of law. This includes, but is not limited to, court orders and court-ordered warrants, subpoenas or summons issued by a court, grand jury, a governmental or tribal inspector general, or an administrative body authorized to require the production of information, and a civil or an authorized investigative demand. It also includes Medicare conditions of participation with respect to health care providers participating in the program, and statutes or regulations that require the production of information, including statutes or regulations that require such information if payment is sought under a government program providing public benefits. K. Secretary means the Secretary of the U.S. Department of Health and Human Services ("HHS") or the Secretary's designee. L. Security Incident means the attempted or successful unauthorized access, use, disclosure, modification, or destruction of PHI or PI, or confidential data that is essential to the ongoing operation of the Business Associate's organization and intended for internal use; or interference with system operations in an information system. M. Security Rule shall mean the HIPAA regulation that is found at 45 CFR Parts 160 and 164. N. Unsecured PHI shall have the meaning given to such term under the HITECH Act, 42 U.S.C. section 17932(h), ·any guidance issued pursuant to such Act and the HIPAA regulations. Ill. Terms of Agreement A. Permitted Uses and Disclosures of PHI by Business Associate Permitted Uses and Disclosures. Except as otherwise indicated in this Addendum, Business Associate may use or disclose PHI only to perform functions, activities or services specified in the Agreement, for, or on behalf of CDPH, provided that such use or disclosure would not violate the HIPAA regulations, if done by CDPH. Any such use or disclosure must, to the extent practicable, be limited to the limited data set, as defined in 45 CFR section 164.514(e)(2), or, if needed, to the minimum necessary to accomplish the intended purpose of such use or disclosure, in compliance with the HITECH Act and any guidance issued pursuant to such Act, and the HIPAA regulations. 1. Specific Use and Disclosure Provisions. Except as otherwise indicated in this Addendum, Business Associate may: CDPH HIPAA BAA 8-14 Page 3 of 14 Exhibit G HIPAA Business Associate Addendum a. Use and disclose for management and administration. Use and disclose PHI for the proper management and administration of the Business Associate provided that such disclosures are required by law, or the Business Associate obtains reasonable assurances from the person to whom the information is disclosed that it will remain confidential and will be used or further disclosed only as required by law or for the purpose for which it was disclosed to the person, and the person notifies the Business Associate of any instances of which it is aware that the confidentiality of the information has been breached. b. Provision of Data Aggregation Services. Use PHI to provide data aggregation services to CDPH. Data aggregation means the combining of PHI created or received by the Business Associate on behalf of CDPH with PHI received by the Business Associate in its capacity as the Business Associate of another covered entity, to permit data analyses that relate to the health care operations of CDPH. B. Prohibited Uses and Disclosures 1. Business Associate shall not disclose PHI about an individual to a health plan for payment or health care operations purposes if the PHI pertains solely to a health care item or service for which the health care provider involved has been paid out of pocket in full and the individual requests such restriction, in accordance with 42 U.S. C. section 17935(a) and 45 CFR section 164.522(a). 2. Business Associate shall not directly or indirectly receive remuneration in exchange for PHI, except with the prior written consent of CDPH and as permitted by 42 U.S.C. section 17935(d)(2). C. Responsibilities of Business Associate Business Associate agrees: 1. Nondisclosure. Not to use or disclose Protected Health Information (PHI) other than as permitted or required by the Agreement or as required by law. 2. Safeguards. To implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the PHI, including electronic PHI, that it creates, receives, maintains, uses or transmits on behalf of CDPH, in compliance with 45 CFR sections 164.308, 164.310 and 164.312, and to prevent use or disclosure of PHI other than as provided for by the Agreement. Business Associate shall implement reasonable and appropriate policies and procedures to comply with the standards, implementation specifications and other requirements of 45 CFR section 164, subpart C, in compliance with 45 CFR section 164.316. Business Associate shall develop and maintain a written information privacy and security program that includes administrative, technical and physical safeguards appropriate to the size and complexity of the Business Associate's operations and the nature and scope of its activities, and which incorporates the requirements of section 3, Security, below. Business Associate will provide CDPH with its current and updated policies. 3. Security. To take any and all steps necessary to ensure the continuous security of all computerized data systems containing PHI and/or PI, and to protect paper documents containing PHI and/or Pl. These steps shall include, at a minimum: a. Complying with all of the data system security precautions listed in Attachment A, the Business Associate Data Security Requirements; CDPH HIPAA BAA 8-14 Page 4 of 14 Exhibit G HIPAA Business Associate Addendum b. Achieving and maintaining compliance with the HIPAA Security Rule (45 CFR Parts 160 and 164), as necessary in conducting operations on behalf of CDPH under the Agreement; c. Providing a level and scope of security that is at least comparable to the level and scope of security established by the Office of Management and Budget in OMB Circular No. A-130, Appendix Ill -Security of Federal Automated Information Systems, which sets forth guidelines for automated information systems in Federal agencies; and d. In case of a conflict between any of the security standards contained in any of these enumerated sources of security standards, the most stringent shall apply. The most stringent means that safeguard which provides the highest level of protection to PHI from unauthorized disclosure. Further, Business Associate must comply with changes to these standards that occur after the effective date of the Agreement. Business Associate shall designate a Security Officer to oversee its data security program who shall be responsible for carrying out the requirements of this section and for communicating on security matters with CDPH. D. Mitigation of Harmful Effects. To mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of PHI by Business Associate or its subcontractors in violation of the requirements of this Addendum. E. Business Associate's Agents and Subcontractors. 1. To enter into written agreements with any agents, including subcontractors and vendors, to whom Business Associate provides PHI or PI received from or created or received by Business Associate on behalf of CDPH, that impose the same restrictions and conditions on such agents, subcontractors and vendors that apply to Business Associate with respect to such PHI and PI under this Addendum, and that comply with all applicable provisions of HIPAA, the HITECH Act and the HIPAA regulations, including the requirement that any agents, subcontractors or vendors implement reasonable and appropriate administrative, physical, and technical safeguards to protect such PHI and Pl. Business Associate shall incorporate, when applicable, the relevant provisions of this Addendum into each subcontract or subaward to such agents, subcontractors and vendors, including the requirement that any security incidents or breaches of unsecured PHI or PI be reported to Business Associate. 2. In accordance with 45 CFR section 164.504(e)(1 )(ii), upon Business Associate's knowledge of a material breach or violation by its subcontractor of the agreement between Business Associate and the subcontractor, Business Associate shall: a. Provide an opportunity for the subcontractor to cure the breach or end the violation and terminate the agreement if the subcontractor does not cure the breach or end the violation within the time specified by CDPH; or b. Immediately terminate the agreement if the subcontractor has breached a material term of the agreement and cure is not possible. F. Availability of Information to CDPH and Individuals. To provide access and information: 1. To provide access as CDPH may require, and in the time and manner designated by CDPH (upon reasonable notice and during Business Associate's normal business hours) to PHI in a Designated CDPH HIPAA BAA 8-14 Page 5 of 14 Exhibit G HIPAA Business Associate Addendum Record Set, to CDPH (or, as directed by CDPH), to an Individual, in accordance with 45 CFR section 164.524. Designated Record Set means the group of records maintained for CDPH that includes medical, dental and billing records about individuals; enrollment, payment, claims adjudication, and case or medical management systems maintained for CDPH health plans; or those records used to make decisions about individuals on behalf of CDPH. Business Associate shall use the forms and processes developed by CDPH for this purpose and shall respond to requests for access to records transmitted by CDPH within fifteen ( 15) calendar days of receipt of the request by producing the records or verifying that there are none. 2. If Business Associate maintains an Electronic Health Record with PHI, and an individual requests a copy of such information in an electronic format, Business Associate shall provide such information in an electronic format to enable CDPH to fulfill its obligations under the HITECH Act, including but not limited to, 42 U.S.C. section 17935(e). 3. If Business Associate receives data from CDPH that was provided to CDPH by the Social Security Administration, upon request by CDPH, Business Associate shall provide CDPH with a list of all employees, contractors and agents who have access to the Social Security data, including employees, contractors and agents of its subcontractors and agents. G. Amendment of PHI. To make any amendment(s) to PHI that CDPH directs or agrees to pursuant to 45 CFR section 164.526, in the time and manner designated by CDPH. H. Internal Practices. To make Business Associate's internal practices, books and records relating to the use and disclosure of PHI received from CDPH, or created or received by Business Associate on behalf of CDPH, available to CDPH or to the Secretary of the U.S. Department of Health and Human Services in a time and manner designated by CDPH or by the Secretary, for purposes of determining CDPH' compliance with the HIPAA regulations. If any information needed for this purpose is in the exclusive possession of any other entity or person and the other entity or person fails or refuses to furnish the information to Business Associate, Business Associate shall so certify to CDPH and shall set forth the efforts it made to obtain the information. I. Documentation of Disclosures. To document and make available to CDPH or (at the direction of CDPH) to an Individual such disclosures of PHI, and information related to such disclosures, necessary to respond to a proper request by the subject Individual for an accounting of disclosures of PHI, in accordance with the HITECH Act and its implementing regulations, including but not limited to 45 CFR section 164.528 and 42 U.S.C. section 17935(c). If Business Associate maintains electronic health records for CDPH as of January 1, 2009, Business Associate must provide an accounting of disclosures, including those disclosures for treatment, payment or health care operations, effective with disclosures on or after January 1, 2014. If Business Associate acquires electronic health records for CDPH after January 1, 2009, Business Associate must provide an accounting of disclosures, including those disclosures for treatment, payment or health care operations, effective with disclosures on or after the date the electronic health record is acquired, or on or after January 1, 2011, whichever date is later. The electronic accounting of disclosures shall be for disclosures during the three years prior to the request for an accounting. J. Breaches and Security Incidents. During the term of the Agreement, Business Associate agrees to implement reasonable systems for the discovery and prompt reporting of any breach or security incident, and to take the following steps: 1. Notice to CDPH. (1) To notify CDPH immediately by telephone call plus email or fax upon the discovery of a breach of unsecured PHI or PI in electronic media or in any other media if the PHI or PI was, or is reasonably believed to have been, accessed or acquired by an unauthorized person, CDPH HIPAA BAA 8-14 Page 6 of 14 Exhibit G HIPAA Business Associate Addendum or upon the discovery of a suspected security incident that involves data provided to CDPH by the Social Security Administration. (2) To notify CDPH within 24 hours by email or fax of the discovery of any suspected security incident, intrusion or unauthorized access, use or disclosure of PHI or PI in violation of the Agreement and this Addendum, or potential loss of confidential data affecting the Agreement. A breach shall be treated as discovered by Business Associate as of the first day on which the breach is known, or by exercising reasonable diligence would have been known, to any person (other than the person committing the breach) who is an employee, officer or other agent of Business Associate. Notice shall be provided to the CDPH Program Contract Manager, the CDPH Privacy Officer and the CDPH Information Security Officer. If the incident occurs after business hours or on a weekend or holiday and involves electronic PHI, notice shall be provided by calling the CDPH ITSD Service Desk. Notice shall be made using the "CDPH Privacy Incident Report" form, including all information known at the time. Business Associate shall use the most current version of this form, which is posted on the CDPH Privacy Office website (www.CDPH.ca.gov, Upon discovery of a breach or suspected security incident, intrusion or unauthorized access, use or disclosure of PHI or PI, Business Associate shall take: a. Prompt corrective action to mitigate any risks or damages involved with the breach and to protect the operating environment; and b. Any action pertaining to such unauthorized disclosure required by applicable Federal and State laws and regulations. 2. Investigation and Investigation Report. To immediately investigate such security incident, breach, or unauthorized access, use or disclosure of PHI or Pl. Within 72 hours of the discovery, Business Associate shall submit an updated "CDPH Privacy Incident Report" containing the information marked with an asterisk and all other applicable information listed on the form, to the extent known at that time, to the CDPH Program Contract Manager, the CDPH Privacy Officer, and the CDPH Information Security Officer: 3. Complete Report. To provide a complete report of the investigation to the CDPH Program Contract Manager, the CDPH Privacy Officer, and the CDPH Information Security Officer within ten ( 1 0) working days of the discovery of the breach or unauthorized use or disclosure. The report shall be submitted on the "CDPH Privacy Incident Report" form and shall include an assessment of all known factors relevant to a determination of whether a breach occurred under applicable provisions of HIPAA, the HITECH Act, the HIPAA regulations and/or state law. The report shall also include a full, detailed corrective action plan, including information on measures that were taken to halt and/or contain the improper use or disclosure. If CDPH requests information in addition to that listed on the "CDPH Privacy Incident Report" form, Business Associate shall make reasonable efforts to provide CDPH with such information. If necessary, a Supplemental Report may be used to submit revised or additional information after the completed report is submitted, by submitting the revised or additional information on an updated "CDPH Privacy Incident Report" form. CDPH will review and approve the determination of whether a breach occurred and individual notifications are required, and the corrective action plan. 4. Notification of Individuals. If the cause of a breach of PHI or PI is attributable to Business Associate or its subcontractors, agents or vendors, Business Associate shall notify individuals of the breach or unauthorized use or disclosure when notification is required under state or federal law and shall pay any costs of such notifications, as well as any costs associated with the breach. The notifications shall comply with the requirements set forth in 42 U.S.C. section 17932 and its implementing regulations, including, but not limited to, the requirement that the notifications be CDPH HIPAA BAA 8-14 Page 7 of 14 Exhibit G HIPAA Business Associate Addendum made without unreasonable delay and in no event later than 60 calendar days. The CDPH Program Contract Manager, the CDPH Privacy Officer, and the CDPH Information Security Officer shall approve the time, manner and content of any such notifications and their review and approval must be obtained before the notifications are made. 5. Responsibility for Reporting of Breaches. If the cause of a breach of PHI or PI is attributable to Business Associate or its agents, subcontractors or vendors, Business Associate is responsible for all required reporting of the breach as specified in 42 U.S.C. section 17932 and its implementing regulations, including notification to media outlets and to the Secretary. If a breach of unsecured PHI involves more than 500 residents of the State of California or its jurisdiction, Business Associate shall notify the Secretary of the breach immediately upon discovery of the breach. If Business Associate has reason to believe that duplicate reporting of the same breach or incident may occur because its subcontractors, agents or vendors may report the breach or incident to CDPH in addition to Business Associate, Business Associate shall notify CDPH, and CDPH and Business Associate may take appropriate action to prevent duplicate reporting. The breach reporting requirements of this paragraph are in addition to the reporting requirements set forth in subsection 1, above. 6. CDPH Contact Information. To direct communications to the above referenced CDPH staff, the Contractor shall initiate contact as indicated herein. CDPH reserves the right to make changes to the contact information below by giving written notice to the Contractor. Said changes shall not require an amendment to this Addendum or the Agreement to which it is incorporated. CDPH Program CDPH Privacy Officer CDPH Information Security Officer Contract Manager See the Scope of Work Privacy Officer Chief Information Security Officer exhibit for Program Privacy Office, c/o Office of Legal Information Security Office Contract Manager Services California Department of Public information California Department of Public Health Health P.O. Box 997413, MS 6302 P.O. Box 997377, MS 0506 Sacramento, CA 95899-7 413 Sacramento, CA 95899-7377 Email: cd!2hiso@cdQh.ca.gov Email: J2rivac:t@cdQh.ca.gov Telephone: IT Service Desk Telephone: (877) 421-9634 (916) 440-7000 or (800) 579-0874 CDPH HIPAA BAA 8-14 Page 8 of 14 Exhibit G HIPAA Business Associate Addendum K. Termination of Agreement. In accordance with Section 13404(b) of the HITECH Act and to the extent required by the HIPAA regulations, if Business Associate knows of a material breach or violation by CDPH of this Addendum, it shall take the following steps: 1. Provide an opportunity for CDPH to cure the breach or end the violation and terminate the Agreement if CDPH does not cure the breach or end the violation within the time specified by Business Associate; or 2. Immediately terminate the Agreement if CDPH has breached a material term of the Addendum and cure is not possible. L. Due Diligence. Business Associate shall exercise due diligence and shall take reasonable steps to ensure that it remains in compliance with this Addendum and is in compliance with applicable provisions of HIPAA, the HITECH Act and the HIPAA regulations, and that its agents, subcontractors and vendors are in compliance with their obligations as required by this Addendum. M. Sanctions and/or Penalties. Business Associate understands that a failure to comply with the provisions of HIPAA, the HITECH Act and the HIPAA regulations that are applicable to Business Associate may result in the imposition of sanctions and/or penalties on Business Associate under HIPAA, the HITECH Act and the HIPAA regulations. IV. Obligations of CDPH CDPH agrees to: A. Notice of Privacy Practices. Provide Business Associate with the Notice of Privacy Practices that CDPH produces in accordance with 45 CFR section 164.520, as well as any changes to such notice. B. Permission by Individuals for Use and Disclosure of PHI. Provide the Business Associate with any changes in, or revocation of, permission by an Individual to use or disclose PHI, if such changes affect the Business Associate's permitted or required uses and disclosures. C. Notification of Restrictions. Notify the Business Associate of any restriction to the use or disclosure of PHI that CDPH has agreed to in accordance with 45 CFR section 164.522, to the extent that such restriction may affect the Business Associate's use or disclosure of PHI. D. Requests Conflicting with HIPAA Rules. Not request the Business Associate to use or disclose PHI in any manner that would not be permissible under the HIPAA regulations if done by CDPH. V. Audits, Inspection and Enforcement A. From time to time, CDPH may inspect the facilities, systems, books and records of Business Associate to monitor compliance with the Agreement and this Addendum. Business Associate shall promptly remedy any violation of any provision of this Addendum and shall certify the same to the CDPH Privacy Officer in writing. The fact that CDPH inspects, or fails to inspect, or has the right to inspect, Business Associate's facilities, systems and procedures does not relieve Business Associate of its responsibility to comply with this Addendum, nor does CDPH': CDPH HIPAA BAA 8-14 Exhibit G Page 9 of 14 HIPAA Business Associate Addendum 1. Failure to detect or 2. Detection, but failure to notify Business Associate or require Business Associate's remediation of any unsatisfactory practices constitute acceptance of such practice or a waiver of CDPH' enforcement rights under the Agreement and this Addendum. B. If Business Associate is the subject of an audit, compliance review, or complaint investigation by the Secretary or the Office of Civil Rights, U.S. Department of Health and Human Services, that is related to the performance of its obligations pursuant to this HIPAA Business Associate Addendum, Business Associate shall notify CDPH and provide CDPH with a copy of any PHI or PI that Business Associate provides to the Secretary or the Office of Civil Rights concurrently with providing such PHI or PI to the Secretary. Business Associate is responsible for any civil penalties assessed due to an audit or investigation of Business Associate, in accordance with 42 U.S.C. section 17934(c). VI. Termination A. Term. The Term of this Addendum shall commence as of the effective date of this Addendum and shall extend beyond the termination of the Agreement and shall terminate when all the PHI provided by CDPH to Business Associate, or created or received by Business Associate on behalf of CDPH, is destroyed or returned to CDPH, in accordance with 45 CFR 164.504(e)(2)(ii)(l). B. Termination for Cause. In accordance with 45 CFR section 164.504(e)(1)(ii), upon CDPH' knowledge of a material breach or violation of this Addendum by Business Associate, CDPH shall: 1. Provide an opportunity for Business Associate to cure the breach or end the violation and terminate the Agreement if Business Associate does not cure the breach or end the violation within the time specified by CDPH; or 2. Immediately terminate the Agreement if Business Associate has breached a material term of this Addendum and cure is not possible. C. Judicial or Administrative Proceedings. Business Associate will notify CDPH if it is named as a defendant in a criminal proceeding for a violation of HIPAA. CDPH may terminate the Agreement if Business Associate is found guilty of a criminal violation of HIPAA. CDPH may terminate the Agreement if a finding or stipulation that the Business Associate has violated any standard or requirement of HIPAA, or other security or privacy laws is made in any administrative or civil proceeding in which the Business Associate is a party or has been joined. D. Effect of Termination. Upon termination or expiration of the Agreement for any reason, Business Associate shall return or destroy all PHI received from CDPH (or created or received by Business Associate on behalf of CDPH) that Business Associate still maintains in any form, and shall retain no copies of such PHI. If return or destruction is not feasible, Business Associate shall notify CDPH of the conditions that make the return or destruction infeasible, and CDPH and Business Associate shall determine the terms and conditions under which Business Associate may retain the PHI. Business Associate shall continue to extend the protections of this Addendum to such PHI, and shall limit further use of such PHI to those purposes that make the return or destruction of such PHI infeasible. This provision shall apply to PHI that is in the possession of subcontractors or agents of Business Associate. VII. Miscellaneous Provisions A. Disclaimer. CDPH makes no warranty or representation that compliance by Business Associate with this Addendum, HIPAA or the HIPAA regulations will be adequate or satisfactory for Business Associate's own purposes or that any information in Business Associate's possession or control, or CDPH HIPAA BAA 8-14 Exhibit G Page 10 of 14 HIPAA Business Associate Addendum transmitted or received by Business Associate, is or will be secure from unauthorized use or disclosure. Business Associate is solely responsible for all decisions made by Business Associate regarding the safeguarding of PHI. B. Amendment. The parties acknowledge that federal and state laws relating to electronic data security and privacy are rapidly evolving and that amendment of this Addendum may be required to provide for procedures to ensure compliance with such developments. The parties specifically agree to take such action as is necessary to implement the standards and requirements of HIPAA, the HITECH Act, the HIPAA regulations and other applicable laws relating to the security or privacy of PHI. Upon CDPH' request, Business Associate agrees to promptly enter into negotiations with CDPH concerning an amendment to this Addendum embodying written assurances consistent with the standards and requirements of HIPAA, the HITECH Act, the HIPAA regulations or other applicable laws. CDPH may terminate the Agreement upon thirty (30) days written notice in the event: 1. Business Associate does not promptly enter into negotiations to amend this Addendum when requested by CDPH pursuant to this Section; or 2. Business Associate does not enter into an amendment providing assurances regarding the safeguarding of PHI that CDPH in its sole discretion, deems sufficient to satisfy the standards and requirements of HIPAA and the HIPAA regulations. C. Assistance in Litigation or Administrative Proceedings. Business Associate shall make itself and any subcontractors, employees or agents assisting Business Associate in the performance of its obligations under the Agreement, available to CDPH at no cost to CDPH to testify as witnesses, or otherwise, in the event of litigation or administrative proceedings being commenced against CDPH, its directors, officers or employees based upon claimed violation of HIPAA, the HIPAA regulations or other laws relating to security and privacy, which involves inactions or actions by the Business Associate, except where Business Associate or its subcontractor, employee or agent is a named adverse party. D. No Third-Party Beneficiaries. Nothing express or implied in the terms and conditions of this Addendum is intended to confer, nor shall anything herein confer, upon any person other than CDPH or Business Associate and their respective successors or assignees, any rights, remedies, obligations or liabilities whatsoever. E. Interpretation. The terms and conditions in this Addendum shall be interpreted as broadly as necessary to implement and comply with HIPAA, the HITECH Act, the HIPAA regulations and applicable state laws. The parties agree that any ambiguity in the terms and conditions of this Addendum shall be resolved in favor of a meaning that complies and is consistent with HIPAA, the HITECH Act and the HIPAA regulations. F. Regulatory References. A reference in the terms and conditions of this Addendum to a section in the HIPAA regulations means the section as in effect or as amended. G. Survival. The respective rights and obligations of Business Associate under Section VI.D of this Addendum shall survive the termination or expiration of the Agreement. H. No Waiver of Obligations. No change, waiver or discharge of any liability or obligation hereunder on any one or more occasions shall be deemed a waiver of performance of any continuing or other obligation, or shall prohibit enforcement of any obligation, on any other occasion. CDPH HIPAA BAA 8-14 Page 11 of 14 Exhibit G HIPAA Business Associate Addendum Attachment A Business Associate Data Security Requirements I. Personnel Controls A. Employee Training. All workforce members who assist in the performance of functions or activities on behalf of CDPH, or access or disclose CDPH PHI or PI must complete information privacy and security training, at least annually, at Business Associate's expense. Each workforce member who receives information privacy and security training must sign a certification, indicating the member's name and the date on which the training was completed. These certifications must be retained for a period of six (6) years following contract termination. B. Employee Discipline. Appropriate sanctions must be applied against workforce members who fail to comply with privacy policies and procedures or any provisions of these requirements, including termination of employment where appropriate. C. Confidentiality Statement. All persons that will be working with CDPH PHI or PI must sign a confidentiality statement that includes, at a minimum, General Use, Security and Privacy Safeguards, Unacceptable Use, and Enforcement Policies. The statement must be signed by the workforce member prior to access to CDPH PHI or Pl. The statement must be renewed annually. The Contractor shall retain each person's written confidentiality statement for CDPH inspection for a period of six (6) years following contract termination. D. Background Check. Before a member of the workforce may access CDPH PHI or PI, a thorough background check of that worker must be conducted, with evaluation of the results to assure that there is no indication that the worker may present a risk to the security or integrity of confidential data or a risk for theft or misuse of confidential data. The Contractor shall retain each workforce member's background check documentation for a period of three (3) years following contract termination. II. Technical Security Controls A. Workstation/Laptop encryption. All workstations and laptops that process and/or store CDPH PHI or PI must be encrypted using a Fl PS 140-2 certified algorithm which is 128bit or higher, such as Advanced Encryption Standard (AES). The encryption solution must be full disk unless approved by the CDPH Information Security Office. B. Server Security. Servers containing unencrypted CDPH PHI or PI must have sufficient administrative, physical, and technical controls in place to protect that data, based upon a risk assessment/system security review. C. Minimum Necessary. Only the minimum necessary amount of CDPH PHI or PI required to perform necessary business functions may be copied, downloaded, or exported. D. Removable media devices. All electronic files that contain CDPH PHI or PI data must be encrypted when stored on any removable media or portable device (i.e. USB thumb drives, floppies, CD/DVD, Blackberry, backup tapes etc.). Encryption must be a FIPS 140-2 certified algorithm which is 128bit or higher, such as AES. E. Antivirus software. All workstations, laptops and other systems that process and/or store CDPH PHI or PI must install and actively use comprehensive anti-virus software solution with automatic updates scheduled at least daily. CDPH HIPAA BAA 8-14 Page 12 of 14 Exhibit G HIPAA Business Associate Addendum F. Patch Management. All workstations, laptops and other systems that process and/or store CDPH PHI or PI must have critical security patches applied, with system reboot if necessary. There must be a documented patch management process which determines installation timeframe based on risk assessment and vendor recommendations. At a maximum, all applicable patches must be installed within 30 days of vendor release. G. User IDs and Password Controls. All users must be issued a unique user name for accessing CDPH PHI or Pl. Username must be promptly disabled, deleted, or the password changed upon the transfer or termination of an employee with knowledge of the password, at maximum within 24 hours. Passwords are not to be shared. Passwords must be at least eight characters and must be a non-dictionary word. Passwords must not be stored in readable format on the computer. Passwords must be changed every 90 days, preferably every 60 days. Passwords must be changed if revealed or compromised. Passwords must be composed of characters from at least three of the following four groups from the standard keyboard: • Upper case letters (A-Z) • Lower case letters (a-z) • Arabic numerals (0-9) • Non-alphanumeric characters (punctuation symbols) H. Data Destruction. When no longer needed, all CDPH PHI or PI must be wiped using the Gutmann or US Department of Defense (DoD) 5220.22-M (7 Pass) standard, or by degaussing. Media may also be physically destroyed in accordance with NIST Special Publication 800-88. Other methods require prior written permission of the CDPH Information Security Office. I. System Timeout. The system providing access to CDPH PHI or PI must provide an automatic timeout, requiring re-authentication of the user session after no more than 20 minutes of inactivity. J. Warning Banners. All systems providing access to CDPH PHI or PI must display a warning banner stating that data is confidential, systems are logged, and system use is for business purposes only by authorized users. User must be directed to log off the system if they do not agree with these requirements. K. System Logging. The system must maintain an automated audit trail which can identify the user or system process which initiates a request for CDPH PHI or PI, or which alters CDPH PHI or Pl. The audit trail must be date and time stamped, must log both successful and failed accesses, must be read only, and must be restricted to authorized users. If CDPH PHI or PI is stored in a database, database logging functionality must be enabled. Audit trail data must be archived for at least 3 years after occurrence. L. Access Controls. The system providing access to CDPH PHI or PI must use role based access controls for all user authentications, enforcing the principle of least privilege. CDPH HIPAA BAA 8-14 Page 13 of 14 Exhibit G HIPAA Business Associate Addendum M. Transmission encryption. All data transmissions of CDPH PHI or PI outside the secure internal network must be encrypted using a FIPS 140-2 certified algorithm which is 128bit or higher, such as AES. Encryption can be end to end at the network level, or the data files containing PHI can be encrypted. This requirement pertains to any type of PHI or PI in motion such as website access, file transfer, and E-Mail. N. Intrusion Detection. All systems involved in accessing, holding, transporting, and protecting CDPH PHI or PI that are accessible via the Internet must be protected by a comprehensive intrusion detection and prevention solution. Ill. Audit Controls A. System Security Review. All systems processing and/or storing CDPH PHI or PI must have at least an annual system risk assessment/security review which provides assurance that administrative, physical, and technical controls are functioning effectively and providing adequate levels of protection. Reviews should include vulnerability scanning tools. B. Log Reviews. All systems processing and/or storing CDPH PHI or PI must have a routine procedure in place to review system logs for unauthorized access. C. Change Control. All systems processing and/or storing CDPH PHI or PI must have a documented change control procedure that ensures separation of duties and protects the confidentiality, integrity and availability of data. IV. Business Continuity I Disaster Recovery Controls A. Emergency Mode Operation Plan. Contractor must establish a documented plan to enable continuation of critical business processes and protection of the security of electronic CDPH PHI or PI in the event of an emergency. Emergency means any circumstance or situation that causes normal computer operations to become unavailable for use in performing the work required under the Agreement for more than 24 hours. B. Data Backup Plan. Contractor must have established documented procedures to backup CDPH PHI to maintain retrievable exact copies of CDPH PHI or Pl. The plan must include a regular schedule for making backups, storing backups offsite, an inventory of backup media, and an estimate of the amount of time needed to restore CDPH PHI or PI should it be lost. At a minimum, the schedule must be a weekly full backup and monthly offsite storage of CDPH data. V. Paper Document Controls A. Supervision of Data. CDPH PHI or PI in paper form shall not be left unattended at any time, unless it is locked in a file cabinet, file room, desk or office. Unattended means that information is not being observed by an employee authorized to access the information. CDPH PHI or PI in paper form shall not be left unattended at any time in vehicles or planes and shall not be checked in baggage on commercial airplanes. B. Escorting Visitors. Visitors to areas where CDPH PHI or PI is contained shall be escorted and CDPH PHI or PI shall be kept out of sight while visitors are in the area. C. Confidential Destruction. CDPH PHI or PI must be disposed of through confidential means, such as cross cut shredding and pulverizing. CDPH HIPAA BAA 8-14 Page 14 of 14 Exhibit G HI PM Business Associate Addendum D. Removal of Data. CDPH PHI or PI must not be removed from the premises of the Contractor except with express written permission of CDPH. E. Faxing. Faxes containing CDPH PHI or PI shall not be left unattended and fax machines shall be in secure areas. Faxes shall contain a confidentiality statement notifying persons receiving faxes in error to destroy them. Fax numbers shall be verified with the intended recipient before sending the fax. F. Mailing. Mailings of CDPH PHI or PI shall be sealed and secured from damage or inappropriate viewing of PHI or PI to the extent possible. Mailings which include 500 or more individually identifiable records of CDPH PHI or PI in a single package shall be sent using a tracked mailing method which includes verification of delivery and receipt, unless the prior written permission of CDPH to use another method is obtained. CDPH HIPAA BAA 8-14 AGREEMENT BETWEEN THE COUNTY OF FRESNO AND THE STATE OF CALIFORNIA No.: California Department of Public Health Term: July 1, 2015-June 30, 2019 Maternal, Child and Adolescent Health Division California Home Visiting Program, Nurse Family Partnership (#15-10157) APPROVED AS TO LEGAL FORM: DANIEL C. CEDERBORG, COUNTY COUNSEL By_[_.~-· _ural=---- APPROVED AS TO ACCOUNTING FORM: VICKI CROW, C.P.A., AUDITOR-CONTROLLER/ TREASURER-TAX COLLECTOR B vthdc -~AV y-----------=------------- REVIEWED AND RECOMMENDED FOR APPROVAL: By t4tf1/ David Pomaville Director Department of Public Health Fund/Subclass: Organization#: Revenue: ks 0001/10000 56201718 4382