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Agreement A-22-471 with AHP.pdf
SUBCONTRACT AGREEMENT ********** SUMMARY COVER SHEET Subcontract ID: 7469-BHCIP-COUNTY OF FRESNO-01 G Subcontract Effective January 3, 2022 Date: Contractor: ADVOCATES FOR HUMAN POTENTIAL, INC. (AHP) 490-B Boston Post Road, Sudbury, MA 01776-3365 Tel: (978) 443-0055 ♦ Fax: (978) 261-1467 AHP Contracting Officer: Charles Galland, COO cqallandCcD,ahpnet.com/978-261-1425 AHP Project Director: Carol Bianco Tel: 518-391-9315 (o) I cbianco(c)-ahpnet.com AHP Direct Staff Contact: Carol Bianco Tel: 518-391-9315 (o) I cbianco ahpnet.com Subcontractor: COUNTY OF FRESNO ("COUNTY OF FRESNO") ATTN: Brian Pacheco, Chairman 1925 E. Dakota Ave, Fresno, CA 93726 Email address: shayang@fresnocountyca.gov ; fescobedo@fresnocountyca.gov Prime Contract Client: California Department of Health Care Services Identification: Agreement No.: 21-10368 Contract Title: "California Behavioral Health Continuum Infrastructure Program (BHCIP)" Subcontract Type: Deliverable Based Type Contract Period of Performance: January 3, 2022 through December 31, 2022 Consideration/Budget: Professional Services NTE $150,000.00 Billing Terms: Quarterly Invoicing, as per Attachment E-Payment Schedule Payment Terms: Payment remitted ten (10) business days after receipt of undisputed invoice. Subcontract Cover Sheet (This Page is not part of the Subcontract Agreement and is for Summary/Reference Purposes Only) DocuSign Envelope ID: 15A4C4A1-458F-4C37-8E72-D62BEB52AF26 Agreement No. 22-471 SUBCONTRACT AGREEMENT 7469-BHCIP-COUNTY OF FRESNO-01G This Subcontract is entered into by and between ADVOCATES FOR HUMAN POTENTIAL, INC., with offices located at 490-B Boston Post Road, Sudbury, MA 01776, ("AHP" or the "Contractor"), and COUNTY OF FRESNO, with offices at 1925 E. Dakota Ave, Fresno, CA 93726 ("COUNTY OF FRESNO" or"Subcontractor"). WITNESSETH: WHEREAS, AHP desires to obtain the Subcontractor's services to support statewide expansion of California's Behavioral Health Workforce, with regard to the CA DHCS "Behavioral Health Continuum Infrastructure Program (BHCIP)"Project No.: 21- 10368 (hereinafter the "DHCS Contract") under Subcontract ID: 7469-BHCIP-COUNTY OF FRESNO-01G, hereinafter the "Subcontract," and the Subcontractor desires to assist AHP in its business by performing such services; NOW, THEREFORE, based upon the foregoing premises, and in consideration of the mutual covenants and agreements herein set forth, the parties agree as follows: This Subcontract, and its Attachments, ("Agreement") constitutes the entire agreement and understanding between the parties as to the matters set forth herein. It supersedes all prior understandings, written or oral, between the parties with respect to the subject matter hereof and has been induced by no representations, statements, or agreements other than those herein expressed. By accepting this Agreement, the Subcontractor agrees to be bound by all terms and conditions and provisions that may be incorporated by reference, and all other Attachments to this Agreement. IN WITNESS THEREOF, the parties hereto have executed this Agreement by their duly authorized respective officers as of the day and year last written below. ADVOCATES FOR HUMAN COUNTY OF FRESNO POTENTIAL, INC. L ocuSigned by: YI By. (I Ga(,�."J Signature of Authorized Entity LD y Representative CHARLES GALLAND, CHIEF OPERATING OFFICER BRIAN PACHECO 11/10/2022 Print or Type Name of Person Signing Date: Chairman Representative Title Date: ATTEST: BERNICE E. SEIDEL Clerk of the Board of Supervisors County of Fresno, State of California By_ �T� - Deputy Page 1 of 17 7469-BHCIP-COUNTY OF FRESNO-01G TABLE OF CONTENTS 77469-BHCIP-COUNTY OF FRESNO-01G SECTION PAGE NO. SECTION 1. PRIVITY OF CONTRACT ......................................................................... 3 SECTION 2. NATURE OF THE SUBCONTRACT......................................................... 3 Typeof Subcontract........................................................................................................3 Funding ...........................................................................................................................3 SECTION 3. SUBCONTRACTOR PERFORMANCE AND DELIVERY.......................... 3 Periodof Performance ....................................................................................................3 Timeof the Essence........................................................................................................4 DeliverySchedule ...........................................................................................................4 Inspection and Acceptance .............................................................................................4 SECTION 4. STATEMENT OF WORK.......................................................................... 5 SECTION 5. SUBCONTRACTOR TRAVEL .................................................................. 5 SECTION 6: CONTRACT ADMINISTRATION DATA.................................................... 5 Contractor Representatives.............................................................................................5 Subcontractor Representatives.......................................................................................6 Compensation, Billing Instructions, and Payment ...........................................................6 Final Payment and Closeout...........................................................................................7 KeyPersonnel.................................................................................................................7 SECTION 7: CHANGES AND MODIFICATIONS .......................................................... 8 SECTION 8: CONFIDENTIAL INFORMATION.............................................................. 8 Non-Disclosure of Confidential (Proprietary) Information ................................................8 Personally Identifiable Information ..................................................................................9 SECTION 9. INTELLECTUAL PROPERTY................................................................... 9 SECTION 10: TERMINATION FOR CAUSE ............................................................... 10 SECTION 11: POLICIES AND CODES....................................................................... 10 SECTION 12: DATA COLLECTION AND PERFORMANCE....................................... 10 SECTION 13: ORGANIZATIONAL CONFLICT OF INTEREST................................... 11 SECTION 14: INSURANCE ........................................................................................ 11 SECTION 15: INDEMNIFICATION .............................................................................. 12 SECTION 16: DISPUTES/APPLICABLE LAWS ......................................................... 13 Disputes ........................................................................................................................ 13 ApplicableLaws ............................................................................................................ 13 SECTION 17: CERTIFICATIONS................................................................................ 14 SECTION 18: RECORDS AND RECORD KEEPING .................................................. 16 SECTION 19: EXPENSE ALLOWABILITY/FISCAL DOCUMENTATION.................... 16 SECTION 20: RECOVERY OF OVERPAYMENTS...................................................... 17 SECTION 21: BEST EFFORTS................................................................................... 17 LIST OF ATTACHMENTS........................................................................................... 17 Attachment A— Standard Subcontract Terms and Conditions Attachment B — Special Subcontractor Requirements Attachment C — Subcontractor's Certification Attachment D — Subcontractor's Statement of Work Attachment E — Payment Schedule Page 2 of 17 7469-BHCIP-COUNTY OF FRESNO-01 G SECTION 1. PRIVITY OF CONTRACT This Agreement is funded in whole or in part with funds from AHP's client, State of CA Department of Health Care Services ("DHCS" or "Client") which includes funding through DHCS's Behavioral Health Continuum Infrastructure Program (BHCIP). Neither the Client (nor the US Government), nor any of its departments, agencies, or employees is or will be a party to this Agreement or any lower-tier subcontract. No privity between the Client, (or the US Government), and Subcontractor is established by this Agreement. Except as authorized by AHP, Subcontractor shall not communicate with the Client/US Government regarding any matter which is within the scope of AHP's responsibility under the Prime Contract, or regarding matters within the scope of this Agreement. Authorization by AHP shall not be unreasonably withheld. In addition, Subcontractor shall not communicate with the Client/US Government regarding any matter of dispute with AHP, which shall be resolved strictly through the Disputes provisions of this Subcontract. SECTION 2. NATURE OF THE SUBCONTRACT 2.1 Type of Subcontract This is a Deliverable Based type Agreement. Subcontractor's accounting system must be capable of allocating and segregating costs applicable to this Subcontract. 2.2 Funding All amounts under this Agreement reference US dollars. No costs will be incurred except those specifically proposed by the Subcontractor to AHP, and Subcontractor shall perform the work within the funding allocations/budget, specified in Attachment E. This Agreement is entered into, and the obligation of funds is made, based upon the appropriation under the Prime Contract. Should this appropriation or any funds allocated to the Prime Contract be reduced subsequent to this Agreement, or should the scope of the work, or Statement of Work be redirected by the Client or AHP so as to affect the work envisioned to be subcontracted, AHP shall have the right to renegotiate this Agreement or to effect a termination (at its discretion) pursuant to the termination section of this Agreement. 2.3 This Agreement hereby incorporates by reference the Application by Subcontractor as well as Notice of Funding Opportunity. Total funds currently available for payment and allotted to this Agreement are ONE HUNDRED FIFTY THOUSAND DOLLARS AND NO CENTS ($150,000.00). SECTION 3. SUBCONTRACTOR PERFORMANCE AND DELIVERY 3.1 Period of Performance The Base performance period is January 3, 2022 through December 31, 2022, unless sooner terminated in accordance with the terms of this Agreement. Any extensions to the period of performance will be supported by a written modification to the Agreement, and any changes or additions to the Statement of Work/deliverables/days of performance shall be determined at that time. Page 3 of 17 7469-BHCIP-COUNTY OF FRESNO-01 G Whenever Subcontractor knows, or reasonably should know, that any actual or potential condition is delaying, or threatens to delay, the timely performance of work, it shall, within five (5) business days, provide AHP with written notice, including all relevant information with respect to the condition(s) and delay. 3.2Time of the Essence TIME IS OF THE ESSENCE in Subcontractor's performance of its obligations under this Agreement. 3.3 Delivery Schedule Satisfactory performance of deliverables shall be deemed to occur upon delivery and acceptance by the Project Director of the items as described in the Statement of Work (SOW). All deliverables shall be submitted as directed by the Project Director. In no event shall Subcontractor submit a deliverable directly to the Client/US Government, unless specifically directed to do so in writing by the Project Director or his/her designee. Upon request, a copy of all written deliverables shall also be delivered to: Mr. Charles Galland, Chief Operating Officer, General Counsel Advocates for Human Potential, Inc. 490-B Boston Post Road, Sudbury, MA 01776 cgalland(a-_)ahpnet.com 3.4 Inspection and Acceptance (a) Inspection and acceptance of work will be made by the AHP Project Director, or his/her duly authorized representative. The responsibilities of the AHP Project Director includes continuous monitoring of Subcontractor's performance and providing technical inspection and acceptance as required under the Prime Contract. (b) Inspection and acceptance will be performed at Advocates for Human Potential, Inc., 490-B Boston Post Road, Sudbury, MA 01776, or at such other place(s) as AHP may designate in writing. (c) Subcontractor shall tender for acceptance those items that conform to the requirements of this Agreement. AHP reserves the right to inspect or test any supplies or services tendered under this Agreement, to the extent practicable at all reasonable places and times. The Client also has the right to inspect and evaluate the work performed or being performed under this Agreement. Inspections and tests will be performed in a manner that will not unduly delay the work. AHP may require repair or replacement of materially non-conforming infrastructure, supplies or re-performance of nonconforming services at no increase in contract price. Upon submission, AHP shall have ten (10) business days to inspect Subcontractor's work. Should AHP and/or Client find the material unsatisfactory, AHP shall notify Subcontractor of the defects within the 10-day period. Subcontractor shall, have ten (10) business days to cure said defects associated with Subcontractor's work/product. If inspection or evaluation is to be performed on the premises of Subcontractor or its lower-tier Subcontractor(s), Subcontractor shall furnish (and require its subcontractors to furnish) all reasonable facilities and assistance for the safety and convenience of these duties. Any inspection Page 4 of 17 7469-BHCIP-COUNTY OF FRESNO-01 G or review undertaken by AHP or the Client is solely for the purpose of determining whether the Subcontractor is properly discharging its obligations to AHP and the Client and should not be relied upon by the Subcontractor or by any third parties as a warranty or representation by AHP or the Client as to the quality of the infrastructure, supplies or services. SECTION 4. STATEMENT OF WORK (a) Independently, and not as an agent of the Contractor, the US Government, or the Client, Subcontractor shall furnish to AHP all the services, qualified personnel, material, equipment, and facilities, not otherwise provided by AHP or the Client, as needed to perform the Statement of Work in Attachment D. (b) Subcontractor shall maintain an internal quality control program adequate to ensure that the requirements of this Agreement are met. The work shall be performed in accordance with high standards of professional skill, and upon delivery and acceptance of the deliverables, AHP shall pay the Subcontractor in accordance with the payment provisions of this Agreement. SECTION 5. SUBCONTRACTOR TRAVEL (a) Travel ❑ is ❑X is not authorized under this Agreement. (b) If travel is authorized above, refer to Travel Reimbursement Information in Attachment B-Special Subcontract Requirements. SECTION 6: CONTRACT ADMINISTRATION DATA 6.1 Contractor Representatives (a) The following individual is designated as AHP's Contracting Officer, and is authorized to direct or negotiate any changes in the statement of work, modify or extend the period of performance, change the delivery schedule, authorize reimbursement to Subcontractor of any costs incurred during the performance of this contract, or otherwise change any terms and conditions of this Agreement: Mr. Charles Galland, Chief Operating Officer, General Counsel Advocates for Human Potential, Inc. 490-B Boston Post Road, Sudbury, MA 01776 walland(a-ahpnet.com /(978) 443-0055 x425 (b) The following individual(s) is/are designated for purposes of administering the contractual progress of the Agreement, and for purposes of providing technical direction and guidance: Carol Bianco-Miller, Business Unit Director Advocates for Human Potential, Inc. Tel: 518-391-9315 cbianco(a_ahpnet.com Page 5 of 17 7469-BHCIP-COUNTY OF FRESNO-01 G 6.2 Subcontractor Representatives (a) The following individual is designated as Subcontractor's Contracting Officer and is authorized to conduct business, negotiate modifications and changes to any terms and conditions of this Agreement: BRIAN PACHECO, Chairman Name/Title bpachecho@fresnocountyca.gov/(559) 600-1000 Note: Call Project Manager below Email/phone (b) The following individual is designated as Subcontractor's Project Manager for purposes of administering this Agreement: Justin Jimenez, Staff Analyst, Managed Care Division Name/Title jusjimenez@fresnocountyca.gov/(559)600-9128 Email/phone 6.3 Compensation, Billing Instructions, and Payment (a) This is a Deliverable Based type Agreement. Subcontractor shall be reimbursed in accordance with Attachment E. In addition, all Subcontractor costs are subject to allowability, reasonableness, and any restrictions contained in the Prime Contract, and/or under the Federal Acquisition Regulation ("FAR") if specified. (b) Invoices may be submitted quarterly or as set forth in the SOW, as per payment schedule and shall provide sufficient detail, including at least the following information on each invoice: i. Subcontractor's name ii. Subcontractor's TIN/EIN iii. Subcontract Agreement ID: 7469-BHCIP-COUNTY OF FRESNO-01 G iv. Invoice No. v. Invoice date vi. AHP's Project & Billing Number(s) applicable to the tasks/deliverables invoiced, as per the Statement of Work attached vii. Amount Due on the Invoice. viii.Other substantiating documentation or information as AHP may request ix. An original signature of an authorized official of Subcontractor, with the following certification: "I hereby certify that all payments requested are for appropriate purposes and in accordance with the terms and conditions set forth in the Agreement between the parties." x. Name/title/telephone number of the person to contact in case of questions about the invoice xi. Name, title, phone number, and mailing address of official to whom payment is to be sent. Page 6 of 17 7469-BHCIP-COUNTY OF FRESNO-01 G (c) The cost of overnight or courier delivery of invoices is not allowed. (d) Invoices shall be sent electronically to: AP2(a)-AHPNET.COM . Upon receipt of an Invoice, proper in form, and accepted and approved by AHP (approval of the Invoice shall mean that AHP's Project Director has reviewed, accepted, and signed the Invoice), payment shall be remitted via wire transfer or other electronic transmission to an account or accounts designated by Subcontractor in writing, within ten (10) business days after receipt of undisputed invoice. When requested, AHP will inform Subcontractor whether or not a specific Subcontractor invoice has been paid, or when AHP reasonably expects the Client to pay the Subcontractor invoice. All payment questions shall be addressed to AHP Accounts Payable at (978) 443-0055. (e) Subcontractor's right to payment shall be contingent upon the Project Director's review of the deliverables, along with reasonable site inspections or other inspections as may be permitted by AHP under this Agreement, together with any attachments, and that the review shall demonstrate the achievement of satisfactory performance against the Statement of Work in Attachment D. Should Subcontractor's lack of satisfactory performance endanger AHP's successful prosecution of its Prime contract responsibilities, a cure notice shall be issued to Subcontractor. Subcontractor shall respond in ten (10) days with a plan to cure such notice. Should the cure not be feasible, or if the cure fails within the agreed upon time frame, AHP may terminate the Agreement immediately upon written notice. (f) Supporting Documentation: Subcontractor shall provide supporting documentation for invoices as AHP may request, or as may be necessary for compliance with AHP's billing to the Client. (g) In satisfaction of the Subcontractor's obligation to complete the task(s) called for in Attachment D, "Statement of Work," the Subcontractor shall provide within the period of performance of this Agreement, the deliverable(s) specified. If at the end of the period of performance, the Subcontractor has not completed the deliverable(s), the fee shall be reduced. In the event that the term of this Agreement expires before the Subcontractor has provided the deliverable(s), AHP shall have the right to extend the term of the Agreement to the extent necessary to permit the Subcontractor to provide the deliverable(s) specified. 6.4 Final Payment and Closeout Subcontractor must invoice for all final costs within ninety (90) days following completion of this Agreement, and Subcontractor will provide all documentation necessary for a timely closeout of this Agreement including the submission of a "Final Invoice," a "Release of Claims," "Assignment of Refunds," and/or other closeout documents as AHP may require or reasonably request. Payment of the invoice may be withheld, pending completion and acceptance by AHP of all work performed, submission of all required documentation and/or substantiation of all work performed or delivered, as per 6.3(g), and submission of all required administrative forms and technical reports. These rights and obligations shall survive the termination of this Subcontract. 6.5 Key Personnel Subcontractor shall provide the skilled personnel and management necessary to meet Page 7 of 17 7469-BHCIP-COUNTY OF FRESNO-01 G the requirements of the Statement of Work. AHP's Project Director shall have right to disapprove all personnel proposed by Subcontractor to perform under this Agreement. Other than personnel set forth below , prior to staffing any future key positions, Subcontractor, if so directed by the Project Director, shall submit the names below, and provide any other requested data for the proposed key personnel to the Project Director. Should Project Director deem any individuals who have been submitted as unacceptable, Subcontractor shall immediately remove any personnel deemed unacceptable from the assignment and replace him/her with an individual of acceptable qualifications, subject to the same submission requirement and right of disapproval above. Subcontractor shall bear all costs associated with such removal and replacement. Key personnel essential to the work being performed is/are: Not applicable for this contract. No removals, replacements, or diversions of key personnel shall be made without the written consent of AHP's Project Director. SECTION 7: CHANGES AND MODIFICATIONS (a) The agreement may be modified with the written consent of both parties. (b) If any change causes an increase or decrease in the budgeted cost for performance of any part of the work under this Agreement, Subcontractor shall propose a new budget. Upon agreement of a revised price, a modification will be issued. Subcontractor must assert any claim for adjustment under this clause within thirty (30) days from the date of receipt. (c) Failure to agree to any adjustment on a timely request that is submitted within the thirty (30) day period allowed shall be deemed a dispute concerning a question of fact within the meaning of the Clause of this Agreement entitled "Disputes." Notwithstanding any failure to agree to any such adjustment, Subcontractor shall diligently proceed with the work as changed. (d) AHP and/or DHCS may collect additional applicant documentation, signatures, missing items, or omitted information during the response review process. AHP and/or DHCS will advise the applicant orally, by fax, email or in writing of any documentation that is required and the submission timeline. Failure to submit the required documentation by the date and time indicated may cause AHP or DHCS to deem a response nonresponsive and eliminate it from further consideration. SECTION 8: CONFIDENTIAL INFORMATION (a) Non-Disclosure of Confidential (Proprietary) Information: During the term of this Agreement, Subcontractor and its employees, consultants and/or lower tiered subcontractors, may receive or have access to data and information that is proprietary to AHP and/or DHCS, including the identity of AHP and/or DHCS clients or grantees. All such data and information made available to, disclosed to, or otherwise made known to Subcontractor, its employees, consultants and/or lower tiered subcontractors as a result Page 8 of 17 7469-BHCIP-COUNTY OF FRESNO-01 G of services under this Agreement shall be considered and kept confidential by the Subcontractor, and may be used only for purposes of performing the obligations hereunder. Subcontractor, its employees, consultants and/or lower tiered subcontractors shall not reveal, publish or otherwise disclose such information to any third party without the prior written consent of AHP. Subcontractor shall take all reasonable precautions to prevent any other person with whom it is or may become associated from acquiring confidential proprietary information at any time. Disclosure of the information is for purposes of completing performance under this Agreement, and shall in no way be construed to grant any rights to otherwise use this information, nor shall Subcontractor take action to obtain licenses, patents, trademarks, copyrights, or other rights to said information. Upon the expiration or earlier termination of this Agreement, or at any time that AHP so instructs, Subcontractor agrees to deliver to AHP all proprietary information supplied and delivered, (including all copies, materials, print and electronic, collected and created by Subcontractor in performance of services for AHP), and Subcontractor shall make no further use or utilization of the information. The foregoing obligations shall not apply to information which: (a) is or becomes generally available to the public other than as a result of a disclosure by Subcontractor; (b) becomes available to Subcontractor on a non-confidential basis from a third party source which is not prohibited from disclosing such information by a legal, contractual, or fiduciary agreement to a third party; (c) Subcontractor develops independently without use of AHP's Confidential Information, as demonstrated by written records and evidence; or (d) is required by law to be disclosed, provided Subcontractor notifies AHP promptly and gives AHP an opportunity to seek an appropriate protective order. These obligations of confidentiality and non-disclosure shall be flowed down to consultants and/or lower tiered subcontractors, and shall survive the termination of this Agreement. (b) Notwithstanding the above, Subcontractor recognizes and acknowledges that DHCS is a public entity subject to the Public Records Act and information submitted by Subcontractor to AHP as the agent for DHCS or directly to DHCS may be subject to public disclosure and Subcontractor has no right to assume that such information will be kept confidential. (c) Personally Identifiable Information: Subcontractor shall, and shall ensure that each of its subcontractors, if applicable, shall, maintain reasonable security of all personally identifiable information (including but not limited to personal health information), and comply with all applicable legal requirements relating to such information, including requirements relating to safeguarding, storing, transmitting, sharing, and destroying such information, and breach notification requirements as required in Business Associate Agreement Addendum in Attachment B-Special Subcontract Requirements. Subcontractor shall not, and shall ensure that each of its subcontractors shall not, share personally identifiable information (including but not limited to personal health information) (excluding the personally identifiable information of Subcontractor's (or its subcontractors') directors, officers, employees, agents, affiliates, and designees, in connection with Subcontractor's performance under this Agreement). SECTION 9: INTELLECTUAL PROPERTY (Intentionally Omitted) Page 9 of 17 7469-BHCIP-COUNTY OF FRESNO-01 G SECTION 10: TERMINATION FOR CAUSE (a) AHP, or at the direction of the Client, may terminate this Agreement if Subcontractor fails to comply with any terms, conditions, requirements, failure of achievement in any or all deliverables, satisfactory performance, or provisions of the Agreement. AHP shall notify Subcontractor in writing of its failure to comply. Should Subcontractor not remedy such failure within ten (10) business days (Remedy Period), this Agreement may be terminated. Upon notification, or any time during the Remedy Period, Subcontractor may request additonal time in order to cure the default and so long as Subcontractor is working in Good Faith and Client approves, the cure period may be extended to at least thirty (30) business days. (b) In the event that this Agreement is terminated for cause pursuant to Paragraph (a) above, then neither the Client nor AHP shall be liable for any work that is not performed in accordance with the Subcontract. The Client through AHP will pay the Subcontractor for work that has been performed in accordance with this Subcontract, and the Subcontractor shall transfer to the Client or AHP all work that has been completed and paid for under this Agreement.. (c) This Agreement may be terminated immediately upon notification by either party following a material breach of this Agreement. SECTION 11 : POLICIES AND CODES 11.1 Subcontractor shall comply with all California and federal law, regulations, and published guidelines, to the extent that these authorities contain requirements applicable to Subcontractor's performance under this Agreement. 11.2 Subcontractor shall comply with California Welfare and Institutions Code Sections 5960-5960.45. 11.3 AHP may perform inspections, review procedures, documents pertaining to the Statement of Work and other elements of this Agreement, perform onsite visits, desk reviews in order to ensure Subcontractor's compliance with 11.1 and 11.2 as well as protect against fraud, waste, and abuse. 11.4 In the event Subcontractor does not comply with 11.1 and 11.2 above, AHP shall give notice in accordance with Section 6 and shall have all rights set forth in Section 10. SECTION 12: DATA COLLECTION AND PERFORMANCE 12.1 Subcontractor is subject to data collection and reporting requirements, which will be set forth by DHCS and conveyed to Subcontractor by AHP. 12.2 Monitoring and Site Inspection a. The Subcontractor shall be subject to monitoring by AHP for compliance with the provisions of this Agreement. Such monitoring activities shall include, but are not limited to, inspection of the Subcontractor's services, procedures, books, and records and site inspections, as AHP deems appropriate. AHP may conduct monitoring activities at any time during the Subcontractor's normal business hours. Page 10 of 17 7469-BHCIP-COUNTY OF FRESNO-01 G b. AHP shall conduct a review of the Subcontractor's records to determine if any of the claimed expenditures were an improper use of grant funds. c. The refusal of Subcontractor to permit access to physical facilities and/or inspection of any documents, files, books, or records necessary for AHP to complete its monitoring and inspection activities in accordance with this Section 12 constitutes an express and immediate material breach of this contract and will be a sufficient basis to terminate the contract for cause. SECTION 13: ORGANIZATIONAL CONFLICT OF INTEREST Subcontractor warrants to the best of its knowledge and belief at this time, there are no relevant facts or circumstances which could give rise to an organizational conflict of interest, ("OCI") as defined in Federal Acquisition Regulation ("FAR") Subpart 9.5, or that Subcontractor has disclosed all such relevant information, and will disclose any actual or potential OCI that is discovered, including a description of activities that Subcontractor has taken or proposes to take, after consultation with the AHP Contracting Officer, to avoid the conflict. During the term of this Agreement, Subcontractor shall not enter into other contracts or arrangements or otherwise engage in work that will conflict with the parties' relationship of trust and cooperation or that may otherwise conflict with the Subcontractor's obligations. SECTION 14: INSURANCE (a) Subcontractor shall continuously maintain for the duration of this Agreement, the following insurance at, or in excess of, the limits detailed below: • Worker's compensation and employer's liability insurance as required by the law(s) of the state or province where the work is performed. • Comprehensive automobile and vehicle liability insurance covering claims for injuries to members of the public and/or damages to property of others arising from use of motor vehicles, including on-site and off-site operations, and owned, non- owned, or hired vehicles, with $1,000,000 combined single limits. • Subcontractor must furnish to AHP a Certificate of Insurance stating that commercial general liability insurance of not less than $1,000,000 per occurrence for bodily injury and property damage liability combined is presently in effect for the Subcontractor. The commercial general liability insurance policy shall cover for liabilities arising out of premises, operations, independent contractors, products, completed operations, personal and advertising injury, and liability assumed under an insured agreement. The commercial general liability insurance shall apply to each insured against whom claim is made or suit is brought subject to the Subcontractor's limit of liability. • Insurance appropriate and sufficient in type and amount to cover any software and data to be developed under this Agreement, and property insurance sufficient to cover the cost of any AHP, Client or other property under this Agreement that may be in the control of the Subcontractor. • A Builder's Risk insurance covering the infrastructure, if applicable, during the course of the construction phase (and Property Insurance thereafter) covering all Page 11 of 17 7469-BHCIP-COUNTY OF FRESNO-01 G risks of loss, excluding earthquake, flood or other risks customarily excluded from "All-Risks" coverage in an amount equal to full replacement cost, including all improvements at the time of loss. (b) All policies, except Workers' Compensation and Employer's Liability, shall be endorsed to name AHP as an Additional Insured with respect to the work to be performed by Subcontractor. All such insurance must be primary and non-contributory and required to respond and pay prior to any other insurance or self-insurance available. (c) Subcontractor shall immediately deposit with AHP upon request a Certificate of Insurance attesting to the above coverage and naming AHP and DHCS as additional insured parties under such policies. The Subcontractor agrees that the insurance required herein will remain in effect at all times during the term of the Agreement. In the event said insurance coverage expires at any time or times during the term of this Agreement, the Subcontractor agrees to provide, at least thirty (30) calendar days before said expiration date, a new Certificate of Insurance evidencing insurance coverage as provided herein for not less than the remainder of the term of the Agreement or for a period of not less than one year. AHP may, in addition to any other remedies it may have, terminate this Agreement on the occurrence of such event. (d) Insurance Indemnification. Subcontractor shall indemnify AHP and DHCS for any costs and expenses incurred, including reasonable attorneys' fees, judgments, settlements or penalties, as a result of any claim or liability resulting from the failure of Subcontractor (or its lower tier subcontractors or consultants) to maintain the insurance policies required by this section. (e) This section shall apply to Subcontractor's lower tier subcontractors/consultants unless waived in writing by AHP. (f) AHP will not be responsible for any premiums, deductibles, or assessments on the insurance policy. SECTION 15: INDEMNIFICATION (a) Subcontractor shall indemnify and hold harmless AHP and DHCS and their officers, employees, and agents for any costs and expenses incurred, including reasonable attorneys' fees, judgments, settlements or penalties, against all liabilities, claims, suits, demands or liens for damages to persons or property, ("Claims"), (unless such Claims arise from the gross negligence or willful misconduct of AHP or DHCS), arising out of, resulting from, or relating to, the following: ■ Any act, omission, or statement of the Subcontractor, or any person employed by or engaged under contract with the Subcontractor that results in injury (including death), loss, or damage to any person or property; ■ Any failure on the part of the Subcontractor to comply with applicable government requirements and requirements of law; Page 12 of 17 7469-BHCIP-COUNTY OF FRESNO-01 G ■ the failure to maintain the insurance policies required by this section or the work performed, inclusive of Intellectual Property infringement, if applicable, under this Subcontract. Insurance coverage that may be required shall in no way lessen or limit the liability of Subcontractor under the terms of this obligation. ■ Any failure on the part of the Subcontractor to satisfy all claims for labor, equipment, materials and other obligations relating to the performance of the work hereunder; ■ Any injury to property or person occurring on or about the infrastructure or the property of Subcontractor; ■ Any actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this Agreement, provided the Subcontractor is reasonably notified of such claims and proceedings; and ■ Any actual or alleged unauthorized use or disclosure of any trade secret, confidential information or other proprietary interest, work product, or other information owned by the Government, Client, or AHP under the terms of this Agreement. (b) Subcontractor shall indemnify under this clause for any of the above acts attributable to its employees, consultants, agents, and/or lower-tiered subcontractors engaged in performance of the work under this Agreement. (c) This indemnification shall survive the expiration or termination of the Agreement. SECTION 16: DISPUTES/APPLICABLE LAWS 16.1 Disputes Any dispute arising out of, or relating to, this Agreement that is not resolved by the good faith efforts of the parties, shall be settled by submission to a panel consisting of one arbitrator under the Commercial Rules of the American Arbitration Association ("AAA"). The parties shall bear equally the costs assessed by the AAA, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. Venue for the arbitration shall be the State of California in a county elected by AHP. The decision of the arbitrator shall be final, conclusive, and unappealable, except in the event of fraud or the arbitrator's failure to disclose a material conflict of interest. The prevailing party, in addition to any damages awarded by the arbitrator, shall be entitled to costs and reasonable attorneys' fees, the amount of which shall be determined by the arbitrator, in the event the parties are unable to agree. 16.2 Applicable Laws Each party agrees to comply with the applicable provisions of Federal, State, and local laws or ordinances, and all orders, rules, and regulations issued thereunder, and in such a manner that the name of the other party will not be discredited. Where a FAR provision or clause, or any other Federal statute, regulation, or clause is incorporated in or applicable to this Agreement or work being performed under it, Federal law shall govern the interpretation and application thereof. If Federal law is not applicable, the appropriate law of the State of California shall apply, exclusive of that body of laws Page 13 of 17 7469-BHCIP-COUNTY OF FRESNO-01 G known as conflicts of law. This Section shall survive the expiration or termination of the Agreement. Prevailing Wage. Any construction work that is part of Subcontractor's Project is subject to state and federal prevailing wage law Labor Code Section 1720 et. seq. Subcontractor is urged to seek professional legal advice about prevailing wage law requirements and Subcontractor's obligations thereunder. Prior to disbursing the Grant funds, AHP will require a certification of compliance with California's prevailing wage law, as well as all applicable federal prevailing wage law. The certification must verify that prevailing wages have been or will be paid if such payment is required by law, and that labor records will be maintained and made available to any enforcement agency upon request. The certification must be signed by Subcontractor and its general contractor(s). Environmental Conditions. If the SOW includes the acquisition of property, Grantee shall provide a Phase I Environmental Site Assessment ("ESA") for the Project, in conformance with ASTM Standard Practice E 1527, evaluating whether the Project is affected by any recognized environmental conditions. If the Phase I ESA discloses evidence of recognized environmental conditions and Grantee desires to proceed with the Project, the Grantee shall provide AHP with a Phase II report and any additional reports as required by the AHP and in a form acceptable to AHP. Any remediation work shall be subject to AHP approval. Grantee shall also provide an asbestos assessment and a lead-based paint report for AHP's approval if the Project involves rehabilitation or demolition of existing improvements. Relocation. Subcontractor must comply with all applicable federal, state, and local relocation law. Pursuant to relocation law, a Subcontractor must have a relocation plan prior to proceeding with any phase of a Project or other activity that will result in the displacement of persons, businesses, or farm operations. To ensure that displaced persons and entities do not suffer a disproportionate impact as a result of Projects which benefit the public, all notices to vacate and relocation services must be provided to them in accordance with applicable law. Subcontractor will provide AHP with a certification that all applicable relocation laws have been complied with. SECTION 17: CERTIFICATIONS By signature to this Agreement, Subcontractor makes the following Representations and Certifications: (a) Debarment and Suspension: Neither Subcontractor nor any of its principals is presently debarred, suspended, proposed for debarment, declared ineligible nor voluntarily excluded by any Federal department or agency from participating in transactions. Any change in the debarred or suspended status of the Subcontractor during the life of this Subcontract will be reported immediately to AHP. Subcontractor shall incorporate this Debarment and Suspension certification into any lower-tier subcontract that they may enter into as a part of this Subcontract. Page 14 of 17 7469-BHCIP-COUNTY OF FRESNO-01 G (b) Prohibition To Perform Duties: Subcontractor is not prohibited, precluded, or restricted from performing the duties required under the Statement of Work, due to previous employment obligations, restrictions, commitments, or agreements Subcontractor has with any other federal, state, or local government agency. (c) Federal Civil Rights Act/Equal Opportunity: Subcontractor will conform to the provisions of Title VI of the Federal Civil Rights Act of 1964, section 2000d as amended and will not discriminate against any employee or applicant for employment because of age, race, religion, creed, color, sex, or national origin. (d) Labor Laws: Subcontractor certifies that it is in compliance with all applicable labor laws, including but not limited to the Walsh-Healy Act and the Contract Work Hours and Safety Standards Act (41 U.S.C. 51-58) regarding overtime compensation. (e) Americans with Disabilities Act: Subcontractor agrees to ensure that deliverables developed and produced, pursuant to this Agreement shall comply with the accessibility requirements of Sections 7405 and 11135 of the California Government Code, Section 508 of the Rehabilitation Act and Americans with Disabilities Act of 1973 as amended (29 U.S.0 794(d), regulations implementing the Rehabilitation Act of 1973 as set forth in in Part 1194 of Title 36 of the Federal Code of Regulations, and the Americans with Disabilities Act of 1990 (42 U.S.C. 12101 et seq. and 28 CFR Part 35). In 1998, Congress amended the Rehabilitation Act of 1973 to require Federal agencies to make their electronic and information technology (EIT) accessible to people with disabilities. California Government Code Sections 7405 and 11135 codifies section 508 of the Rehabilitation ACT of 1973 requiring accessibility of EIT. Section 504 of the Rehabilitation Act of 1973. (f) Employee Compliance: Subcontractor will require all employees, entities, and individuals providing services in connection with the performance of this Subcontract to comply with the provisions of this Agreement and with all Federal, State, and local laws and regulations in connection with this work. (g) Code of Ethics: Subcontractor has a Code of Ethics addressing at least the following areas: accurate accounting records and reporting; gifts and entertainment to Government customers; hiring of former government employees; protection of Government proprietary and source selection information; extending and receiving business courtesies; and personal and organizational conflicts of interest. (h) Age Discrimination Act of 1975 (45 CFR Part 90) (i) Section 1557 of the Affordable Care Act. (j) Trafficking Victims Protection Act of 2000 (22 USC 7104(G), as amended and 2 CFR Part 175 (k) Clean Air Act (42 USC 7401-7671 q) and the Federal Water Pollution Control ACT (33 USC 1251-1387), as amended. (1) Byrd Anti-Lobbying Amendment (31 USC 1352): The Subcontractor shall certify to DHCS that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an office or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a Page 15 of 17 7469-BHCIP-COUNTY OF FRESNO-01 G member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 USC 1352. The Subcontractor shall also disclose to DHCS any lobbying with non-Federal funds that takes place in connection with obtaining any Federal Award. (m)Confidentiality of Substance Use Disorder Patient Records: (42 CFR Part 2, Subparts A-E). The Subcontractor shall comply with the regulation set forth in 42 CFR Part 2, including the responsibility for assuring the security and confidentiality of all electronically transmitted patient material. SECTION 18: RECORDS AND RECORD KEEPING a. The Subcontractor shall retain all financial records, supporting documents, statistical records, and all other records pertinent to the grant in accordance with 45 CFR section 75.361 . b. AHP, SAMHSA, the Inspector General, the Controller General, and DHCS, or any of their authorized representatives, have the right to access any documents, papers, or other records of the Subcontractor which are pertinent to the grant, for the purpose of performing audits, examinations, excerpts, and transcripts. The right to access records also includes timely and reasonable access to the Subcontractor's personnel for the purpose of interview and discussion related to the requested documents. c. The right to access records is not limited to the required retention period but lasts as long as the records are retained by the Subcontractor. SECTION 19: EXPENSE ALLOWABILITY/FISCAL DOCUMENTATION a. Invoices, received from a Subcontractor and accepted and/or submitted for payment by AHP, shall not be deemed evidence of allowable costs under this Agreement. b. The Subcontractor shall maintain for review and audit and supply to AHP upon request, adequate documentation of all expenses claimed pursuant to this Agreement to permit a determination of expense allowability. c. If the allowability or appropriateness of an expense cannot be determined by AHP because invoice detail, fiscal records, or backup documentation is nonexistent or inadequate according to generally accepted accounting principles or practices, all questionable costs may be disallowed, and payment may be withheld by AHP. Upon receipt of adequate documentation supporting a disallowed or questionable expense, reimbursement may resume for the amount substantiated and deemed allowable. d. If Travel is a reimbursable expense, receipts must be maintained to support the claimed expenditures. For more information on allowable travel and per diem expenses and required documentation, "Travel Reimbursement Information." e. Costs and/or expenses deemed unallowable are subject to recovery by AHP. See Section 20 "Recovery of Overpayments" for more information. Page 16 of 17 7469-BHCIP-COUNTY OF FRESNO-01 G f. Country organizations may utilize their existing DHCS certified indirect cost rates for per Behavioral Health Information Notice 20-020. SECTION 20: RECOVERY OF OVERPAYMENTS a. Subcontractor agrees that claims based upon a contractual agreement or an audit finding and/or an audit finding that is appealed and upheld, will be recovered by AHP by one of the following options: 1 . Subcontractor's remittance to AHP of the full amount of the audit exception within forty-five (45) days following AHP request for payment; 2. A repayment schedule which is agreeable to both AHP and the Subcontractor. b. AHP reserves the right to select which option will be employed and AHP will notify the Subcontractor in writing of the claim procedure to be utilized. c. Interest on the unpaid balance of the audit finding or debt will accrue at a rate equal to the monthly average of the rate received on investments in the Pooled Money Investment Fund commencing on the date that an audit or examination finding is mailed to the Subcontractor, beginning forty-five (45) days after the Subcontractor's receipt of AHP's demand for repayment. d. If the Subcontractor has filed a valid appeal regarding the report of audit findings, recovery of the overpayments will be deferred until a final administrative decision on the appeal has been reached. If the Subcontractor loses the final administrative appeal, the Subcontractor shall repay, to AHP, the over-claimed or disallowed expenses, plus accrued interest. Interest accrues from the Subcontractor's first receipt of AHP's notice requesting reimbursement of questioned audit costs or disallowed expenses. SECTION 21 : BEST EFFORTS During the term of this Agreement, Subcontractor shall use Best Efforts in order to satisfy all the requirements of the work to be performed under Section 4 and Attachment D of this Agreement. THIS AGREEMENT CONSISTS OF SEVENTEEN (17) TYPEWRITTEN PAGES, TOGETHER WITH THE ATTACHMENTS IDENTIFIED BELOW, WHICH ARE HEREBY INCORPORATED INTO THIS AGREEMENT. LIST OF ATTACHMENTS TITLE No. of PAGES Attachment A—Standard Subcontract Terms and Conditions 1 Attachment B—Special Subcontractor Requirements 27 Attachment C—Subcontractor's Certification 3 Attachment D—Subcontractor's Statement of Work Attachment E—Payment Schedule Page 17 of 17 7469-BHCIP-COUNTY OF FRESNO-01 G ATTACHMENT A-STANDARD SUBCONTRACT TERMS AND CONDITIONS Headings: Headings are for convenience of reference only and Notices: Notices shall be in writing, sent by USPS Certified Mail- shall in no way affect interpretation of this Agreement. RRR, or any overnight delivery/courier service, and notice shall be Independent Contractor: Subcontractor is engaged as an deemed given when personally delivered, (or three(3)days after independent contractor, and this Agreement shall not be being sent by prepaid certified U.S. mail). construed as creating any other relationship. Subcontractor shall Litigation: Subcontractor shall provide written notice to AHP of any comply with all laws, and assume all risks incident to its status as litigation that relates to the services under this contract, or that has independent contractor, and necessary to comply with specific the potential to impair its ability to fulfill this contract, including but requirements of this Agreement, including, but not limited to, not limited to financial, legal or other situations. payment of all applicable federal/state income taxes, associated publicity: Without prior written approval of the other, neither party payroll/business taxes, and licenses and fees. shall use the other's name or make reference to the other party or No Agency: Subcontractor, its employees, agents or assigns, any of its employees in publications, news releases, advertising, shall not represent, act or purport to act, or be deemed to be an speeches,technical papers, photographs, sales promotions, or agent, representative,or employee of AHP, or commit or obligate publicity purposes of any form related to this work or data developed AHP to any other person or party. hereunder, unless disclosure of such materials is required by legal, Lower-Tier Consultants/Subcontractors:AHP's prior written accounting,or regulatory requirements beyond the disclosing party's approval is required to obtain services of consultants or lower- reasonable control. Use of either party's name may be made in tier Subcontractors; provided, however, that this limitation shall internal documents, annual reports, proposals, etc.which may not apply to the purchase of standard commercial supplies. identify the existence of the project by title, principal investigator or No Assignment: This Agreement is for professional services, project director, sponsor, period of funding, amount of award and brief abstract of the project. This Section shall survive and the Agreement, or any duties/obligations imposed shall not expiration/termination of this Agreement. be assigned, delegated or otherwise transferred. Restrictions on Hiring: During the period of this Agreement, and Changes to be Made in Writing: Unless otherwise specified for a period of two(2)years after its termination, neither party shall that AHP may make a unilateral modification, no understanding, directly or indirectly, induce or solicit(or authorize or assist in the agreement, modification, change order, or other matter affecting taking of any such actions by any third party)any employee or this Agreement shall be binding, unless in writing, signed by both consultant of the other party to leave his/her business association parties' Contracting Officer. No handwritten changes shall be with that party. Parties are not be restricted in the right to solicit or effective unless initialed by each Contracting Officer. recruit generally in the media. Limitation of Liability upon Termination:AHP's maximum Survival: Except as otherwise stated, sections that by their terms aggregate liability to Subcontractor is limited to the total dollar impose continuing obligations or establish continuing rights shall be amount of work properly performed by Subcontractor up to the deemed to survive the expiration/termination of this Agreement. effective date of termination,together with any authorized travel, or authorized expenses incurred under the Agreement that Validity and Waiver:The invalidity in whole or in part of any cannot be canceled.AHP is not liable for any special, indirect, provision of this Agreement shall not affect the validity of other incidental, consequential, or punitive damages, nor for any loss provisions.Waiver of a breach of any provision shall not constitute a of goodwill, profits, data, or loss of use arising out of, resulting waiver of any subsequent breach of that provision, or a breach of from, or in any way connected with the performance or breach of any other provision.AHP's failure to enforce any provision of this this Agreement, even if advised of the possibility of such Agreement shall not be construed as a waiver. Only AHP's damages. Contracting Officer has the authority to waive any term or condition Force Maleure: Neither party shall be liable to the other for loss of this Subcontract on behalf of AHP. or damages due to failure or delay in rendering performance Interpretation: This Agreement shall be interpreted and construed caused by circumstances beyond its reasonable control, if such in accordance with its fair meaning,and not strictly for or against failure could not have been overcome by the exercise of due either party, regardless of who may have drafted it or any specific diligence, due care, or foresight. Causes may include, but are provision. not limited to, acts of God or a public enemy;wars; acts of Third Party Beneficiaries:This Agreement shall not be construed terrorism; riots;fires;floods; epidemics; quarantine restrictions; so as to give any person or entity,other than the parties and DHCS, labor disputes; strikes; defaults of subcontractors/vendors; any legal or equitable claim or right. failure/delays in transportation; unforeseen freight embargoes; Counterparts/Other Instruments: The parties may execute unusually severe weather; or any law/order/regulation/request of this contract in multiple counterparts, each of which is deemed an a state or local government entity,the US Government, or of any original and all of which constitute only one agreement.The parties agency, court, commission, or other instrumentality of any such shall properly make, execute,and deliver such other and further governments.Times of performance under this Agreement may instruments as may be reasonable, necessary, desirable, or be appropriately extended for excused delays if the party whose convenient to give full force and effect to this Agreement. performance is affected promptly notifies the other of the Binding Effect: This Agreement shall be binding upon the parties, existence and nature of such delay. their successors and assigns. Scientific Misconduct: Subcontractor shall immediately report to AHP any instance of scientific misconduct or fraud related to performance under this Agreement. Warranty: Unless a different warranty is specified, Subcontractor warrants all services provided and products delivered will be free from defect in materials and/or workmanship, and will be fit for the purpose intended, and will conform to the specifications of the statement of work. In the event of a breach AHP may complete the work and seek all remedies available in law or equity. ATTACHMENT A STANDARD SUBCONTRACT TERMS AND CONDITIONS ATTACHMENT B 1. Federal Equal Opportunity Requirements a. The Subcontractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, physical or mental handicap, disability,age or status as a disabled veteran or veteran of the Vietnam era. The Subcontractor will take affirmative action to ensure that qualified applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, national origin, physical or mental handicap, disability, age or status as a disabled veteran or veteran of the Vietnam era. Such action shall include, but not be limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and career development opportunities and selection for training, including apprenticeship. The Subcontractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Federal Government or AHP, setting forth the provisions of the Equal Opportunity clause, Section 503 of the Rehabilitation Act of 1973 and the affirmative action clause required by the Vietnam Era Veterans' Readjustment Assistance Act of 1974 (38 U.S.C. 4212). Such notices shall state the Subcontractor's obligation under the law to take affirmative action to employ and advance in employment qualified applicants without discrimination based on their race, color, religion, sex, national origin physical or mental handicap, disability, age or status as a disabled veteran or veteran of the Vietnam era and the rights of applicants and employees. b. The Subcontractor will, in all solicitations or advancements for employees placed by or on behalf of the Subcontractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin physical or mental handicap, disability, age or status as a disabled veteran or veteran of the Vietnam era. c. The Subcontractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding a notice, to be provided by the Federal Government or the State, advising the labor union or workers' representative of the Subcontractor's commitments under the provisions herein and shall post copies of the notice in conspicuous places available to employees and applicants for employment. d. The Subcontractor will comply with all provisions of and furnish all information and reports required by Section 503 of the Rehabilitation Act of 1973, as amended, the Vietnam Era Veterans' Readjustment Assistance Act of 1974(38 U.S.C. 4212)and of the Federal Executive Order No. 11246 as amended, including by Executive Order 11375, 'Amending Executive Order 11246 Relating to Equal Employment Opportunity,' and as supplemented by regulation at 41 CFR part 60, "Office of the Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," and of the rules, regulations, and relevant orders of the Secretary of Labor. e. The Subcontractor will furnish all information and reports required by Federal Executive Order No. 11246 as amended, including by Executive Order 11375, 'Amending Executive Order 11246 Relating to Equal Employment Opportunity,' and as supplemented by regulation at 41 CFR part 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," and the Rehabilitation Act of 1973, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to its books, records, and accounts by the State and its designated representatives and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. ATTACHMENT B I SPECIAL SUBCONTRACTOR REQUIREMENTS Page 1 of 27 f. In the event of the Subcontractor'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 Subcontractor may be declared ineligible for further federal and state contracts in accordance with procedures authorized in Federal Executive Order No. 11246 as amended and such other sanctions may be imposed and remedies invoked as provided in Federal Executive Order No. 11246 as amended, including by Executive Order 11375, 'Amending Executive Order 11246 Relating to Equal Employment Opportunity,'and as supplemented by regulation at 41 CFR part 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor,"or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. g. The Subcontractor will include the provisions of Paragraphs a through g in every subcontract or purchase order directly connected with this agreement unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Federal Executive Order No. 11246 as amended, including by Executive Order 11375, 'Amending Executive Order 11246 Relating to Equal Employment Opportunity,' and as supplemented by regulation at 41 CFR part 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," or Section 503 of the Rehabilitation Act of 1973 or (38 U.S.C. 4212) of the Vietnam Era Veteran's Readjustment Assistance Act, so that such provisions will be binding upon each subcontractor or vendor. The Subcontractor will take such action with respect to any subcontract or purchase order as the Director of the Office of Federal Contract Compliance Programs or AHP may direct as a means of enforcing such provisions including sanctions for noncompliance provided, however, that in the event the Subcontractor becomes involved in, or is threatened with litigation by a subcontractor or vendor as a result of such direction by AHP, the Subcontractor may request in writing to AHP, who, in turn, may request the United States to enter into such litigation to protect the interests of the State and of the United States. 2. Travel and Per Diem Reimbursement (Applicable if travel and/or per diem expenses are authorized to be reimbursed with Agreement funds.) Reimbursement for travel and/or per diem expenses from AHP under this Agreement shall, unless otherwise specified in this Agreement, be at the rates currently in effect, as established by the California Department of Human Resources (CaIHR), for nonrepresented state employees as stipulated in DHCS' Travel Reimbursement Information Exhibit in Attachment B-Special Subcontract Requirements. If the 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 California Department of Human Resources(CaIHR)rates may be approved by AHP upon the submission of a statement by the Subcontractor indicating that such rates are not available to the Subcontractor. No travel outside the State of California shall be reimbursed without prior authorization from DHCS. Verbal authorization should be confirmed in writing. Written authorization may be in a form including fax or email confirmation. 3. Procurement Rules Applicable to agreements in which equipment/property, commodities and/or supplies are furnished by AHP or DHCS or expenses for said items are reimbursed by funds with state or federal funds provided under this Agreement. a. Equipment/Property definitions Wherever the term equipment and/or property is used, the following definitions shall apply: (1) Major equipment/property:A tangible or intangible item having a base unit cost of$5,000 or more with a life expectancy of one (1)year or more and is either furnished by DHCS or ATTACHMENT B I SPECIAL SUBCONTRACTOR REQUIREMENTS Page 2 of 27 the cost is reimbursed through this Agreement. Software and videos are examples of intangible items that meet this definition. (2) Minor equipment/property: A tangible item having a base unit cost of less than $5,000 with a life expectancy of one (1)year or more and is either furnished by DHCS or the cost is reimbursed through this Agreement. b. Government and public entities (including state colleges/universities and auxiliary organizations), whether acting as a contractor and/or subcontractor, may secure all commodities, supplies, equipment and services related to such purchases that are required in performance of this Agreement. Said procurements are subject to Paragraphs d through h of Provision 3. Paragraph c of Provision 3 shall also apply, if equipment/property purchases are delegated to subcontractors that are nonprofit organizations or commercial businesses. c. In special circumstances, determined by AHP (e.g., when AHP has a need to monitor certain purchases, etc.), AHP may require prior written authorization and/or the submission of paid vendor receipts for any purchase, regardless of dollar amount. AHP reserves the right to either deny claims for reimbursement or to request repayment for any Subcontractor purchase that AHP determines to be unnecessary in carrying out performance under this Agreement. d. The Subcontractor must maintain a copy or narrative description of the procurement system, guidelines, rules, or regulations that will be used to make purchases under this Agreement. AHP and the State reserves the right to request a copy of these documents and to inspect the purchasing practices of the Subcontractor at any time. e. For all purchases, the Subcontractor must maintain copies of all paid vendor invoices, documents, bids and other information used in vendor selection, for inspection or audit. Justifications supporting the absence of bidding (i.e., sole source purchases) shall also be maintained on file by the Subcontractor for inspection or audit. f. AHP may, with cause (e.g., with reasonable suspicion of unnecessary purchases or use of inappropriate purchase practices, etc.), withhold, cancel, modify, or retract the delegated purchase authority granted under Paragraph b of Provision 3 by giving the Subcontractor no less than thirty (30) calendar days written notice. 4. Equipment/Property Ownership/ Inventory/ Disposition (Applicable to agreements in which equipment/property is furnished by DHCS and/or AHP when said items are purchased or reimbursed by DHCS with state or federal funds provided under this Agreement.) a. Wherever the term equipment and/or property is used in Provision 4, the definitions in Paragraph a of Provision 3 shall apply. Unless otherwise stipulated in this Agreement, all equipment and/or property that is purchased/reimbursed with Agreement funds or furnished by AHP under the terms of this Agreement shall be considered state equipment and the property of AHP and DHCS. (1) Reporting of Equipment/Property Receipt - AHP requires the reporting, tagging and annual inventorying of all equipment and/or property that is furnished by AHP or purchased/reimbursed with funds provided through this Agreement. Upon receipt of equipment and/or property, the Subcontractor shall report the receipt to the AHP. To report the receipt of said items and to receive property tags, Subcontractor shall use a form or format designated by AHP. If the appropriate form does not accompany this Agreement, Subcontractor shall request a copy from AHP. ATTACHMENT B I SPECIAL SUBCONTRACTOR REQUIREMENTS Page 3 of 27 (2) Annual Equipment/Property Inventory - If the Subcontractor enters into an agreement with a term of more than twelve months,the Subcontractor shall submit an annual inventory of state equipment and/or property to the AHP using a form or format designated by AHP. If an inventory report form does not accompany this Agreement, Subcontractor shall request a copy from AHP. Subcontractor shall: (a) Include in the inventory report, equipment and/or property in the Subcontractor's possession and/or in the possession of a subcontractor (including independent consultants). (b) Submit the inventory report to AHP according to the instructions appearing on the inventory form or issued by AHP. (c) Contact AHP to learn how to remove, trade-in, sell, transfer or survey off, from the inventory report, expired equipment and/or property that is no longer wanted, usable or has passed its life expectancy. Instructions will be supplied by AHP. b. Title to state equipment and/or property shall not be affected by its incorporation or attachment to any property not owned by the State. c. Unless otherwise stipulated, AHP or DCHS shall be under no obligation to pay the cost of restoration,or rehabilitation of the Subcontractor's facility which may be affected by the removal of any state equipment and/or property. d. The Subcontractor shall maintain and administer a sound business program for ensuring the proper use, maintenance, repair, protection, insurance and preservation of state equipment and/or property. (1) In administering this provision, AHP may require the Subcontractor to repair or replace, to AHP's satisfaction, any damaged, lost or stolen state equipment and/or property. In the event of state equipment and/or miscellaneous property theft, Subcontractor shall immediately file a theft report with the appropriate police agency or the California Highway Patrol and Subcontractor shall promptly submit one copy of the theft report to AHP. e. Unless otherwise stipulated by the Program funding this Agreement, equipment and/or property purchased/reimbursed with agreement funds or furnished by AHP under the terms of this Agreement,shall only be used for performance of this Agreement or another DHCS agreement. f. Within sixty (60) calendar days prior to the termination or end of this Agreement, the Subcontractor shall provide a final inventory report of equipment and/or property to AHP and shall, at that time, query DHCS as to the requirements, including the manner and method, of returning state equipment and/or property to AHP. Final disposition of equipment and/or property shall be at AHP expense and according to AHP instructions. Equipment and/or property disposition instructions shall be issued by AHP immediately after receipt of the final inventory report. At the termination or conclusion of this Agreement, AHP or DHCS may at its discretion, authorize the continued use of state equipment and/or property for performance of work under a different DHCS agreement. 5. Subcontract Requirements (Applicable to agreements under which services are to be performed by subcontractors including independent consultants.) a. AHP reserves the right to approve or disapprove the selection of subcontractors and with advance written notice, require the substitution of subcontractors and require the Subcontractor to terminate subcontracts entered into in support of this Agreement. ATTACHMENT B I SPECIAL SUBCONTRACTOR REQUIREMENTS Page 4 of 27 (1) Upon receipt of a written notice from AHP requiring the substitution and/or termination of a subcontract, the Subcontractor shall take steps to ensure the completion of any work in progress and select a replacement, if applicable, within thirty (30) calendar days, unless a longer period is agreed to by DHCS. b. Actual subcontracts (i.e., written agreement between the Subcontractor and a subcontractor) of$5,000 or more are subject to the prior review and written approval of AHP. AHP may, at its discretion, elect to waive this right. All such waivers shall be confirmed in writing by AHP. c. Subcontractor shall maintain a copy of each subcontract entered into in support of this Agreement and shall, upon request by AHP, make copies available for approval, inspection, or audit. d. AHP assumes no responsibility for the payment of subcontractors used in the performance of this Agreement. Subcontractor accepts sole responsibility for the payment of subcontractors used in the performance of this Agreement. e. The Subcontractor is responsible for all performance requirements under this Agreement even though performance may be carried out through a subcontract. f. The Subcontractor shall ensure that all subcontracts for services include provision(s) requiring compliance with applicable terms and conditions specified in this Agreement. g. The Subcontractor agrees to maintain and preserve, until three (3)years after termination of Agreement No. 21-10368 and final payment from DHCS and AHP, to permit AHP or DHCS or any duly authorized representative, to have access to, examine or audit any pertinent books, documents, papers and records related to this subcontract and to allow interviews of any employees who might reasonably have information related to such records. h. Unless otherwise stipulated in writing, AHP shall be the Subcontractor's sole point of contact for all matters related to performance and payment under this Agreement. i. Subcontractor shall, as applicable, advise all subcontractors of their obligations pursuant to the following numbered provisions of this Exhibit: 1, 2, 3, 4, 5, 6, 7, 8, 10, 11, 12, 13, 16, 26, and/or other numbered provisions herein that are deemed applicable. 6. Income Restrictions Unless otherwise stipulated in this Agreement,the Subcontractor agrees that any refunds, rebates, credits, or other amounts (including any interest thereon) accruing to or received by the Subcontractor under this Agreement shall be paid by the Subcontractor to AHP so that AHP can pay DHCS, to the extent that they are properly allocable to costs for which the Subcontractor has been reimbursed by AHP under this Agreement. 7. Audit and Record Retention a. The Subcontractor shall maintain books, records, documents, and other evidence, accounting procedures and practices, sufficient to properly reflect all direct and indirect costs of whatever nature claimed to have been incurred in the performance of this Agreement, including any matching costs and expenses. The foregoing constitutes "records" for the purpose of this provision. b. The Subcontractor's facility or office or such part thereof as maybe engaged in the performance of this Agreement and his/her records shall be subject at all reasonable times to inspection, ATTACHMENT B I SPECIAL SUBCONTRACTOR REQUIREMENTS Page 5 of 27 audit, and reproduction. c. Subcontractor agrees that AHP, the Department of General Services, the Bureau of State Audits, or their designated representatives including the Comptroller General of the United States shall have the right to review and to copy any records and supporting documentation pertaining to the performance of this Agreement. Subcontractor agrees to allow the auditor(s) access to such records during normal business hours and to allow interviews of any employees who might reasonably have information related to such records. Further, the Subcontractor agrees to include a similar right of the State to audit records and interview staff in any subcontract related to performance of this Agreement. (GC 8546.7, CCR Title 2, Section 1896.77) d. The Subcontractor shall preserve and make available his/her records (1)for a period of three (3)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 (3) years from the date of any resulting final settlement. (2) If any litigation, claim, negotiation, audit, or other action involving the records has been started before the expiration of the three-year period, the records shall be retained until completion of the action and resolution of all issues which arise from it, or until the end of the regular three-year period, whichever is later. e. The Subcontractor may, at its discretion, following receipt of final payment under this Agreement, reduce its accounts, books and records related to this Agreement to microfilm, computer disk, CD ROM, DVD, or other data storage medium. Upon request by an authorized representative to inspect, audit or obtain copies of said records, the Subcontractor must supply or make available applicable devices, hardware, and/or software necessary to view, copy and/or print said records. Applicable devices may include, but are not limited to, microfilm readers and microfilm printers, etc. f. The Subcontractor shall, if applicable, comply with the Single Audit Act and the audit requirements set forth in 2 C.F.R. § 200.501 (2014). 8. Site Inspection AHP, DHCS, and/or SAMHSA has the right at all reasonable times to inspect or otherwise evaluate the work performed or being performed hereunder including subcontract supported activities and the premises in which it is being performed. If any inspection or evaluation is made of the premises of the Subcontractor, the Subcontractor shall provide and shall require subcontractors to provide all reasonable facilities and assistance for the safety and convenience of the authorized representatives in the performance of their duties. All inspections and evaluations shall be performed in such a manner as will not unduly delay the work. 9. Federal Contract Funds (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 ATTACHMENT B I SPECIAL SUBCONTRACTOR REQUIREMENTS Page 6 of 27 conditions enacted by the Congress or any statute enacted by the Congress which may affect the provisions, terms, or funding of this Agreement in any manner. c. It is mutually agreed that if the Congress does not appropriate sufficient funds for the program, the Agreement shall be amended to reflect any reduction in funds. d. AHP and DHCS has the option to invalidate or cancel the Agreement with 30 days advance written notice or to amend the Agreement to reflect any reduction in funds. 10. Intellectual Property Rights a. Ownership (1) Except where AHP has agreed in a signed writing to accept a license, AHP or DHCS shall be and remain, without additional compensation, the sole owner of any and all rights, title and interest in all Intellectual Property, from the moment of creation, whether or not jointly conceived, that are made, conceived, derived from, or reduced to practice by Subcontractor or AHP and which result directly or indirectly from this Agreement. (2) For the purposes of this Agreement, Intellectual Property means recognized protectable rights and interest such as: patents, (whether or not issued)copyrights,trademarks,service marks, applications for any of the foregoing, inventions, trade secrets, trade dress, logos, insignia, color combinations, slogans, moral rights, right of publicity, author's rights, contract and licensing rights, works, mask works, industrial design rights, rights of priority, know how, design flows, methodologies, devices, business processes, developments, innovations, good will and all other legal rights protecting intangible proprietary information as may exist now and/or here after come into existence, and all renewals and extensions, regardless of whether those rights arise under the laws of the United States, or any other state, country or jurisdiction. (a) For the purposes of the definition of Intellectual Property, "works" means all literary works, writings and printed matter including the medium by which they are recorded or reproduced, photographs, art work, pictorial and graphic representations and works of a similar nature, film, motion pictures, digital images, animation cells, and other audiovisual works including positives and negatives thereof, sound recordings, tapes, educational materials, interactive videos and any other materials or products created, produced, conceptualized and fixed in a tangible medium of expression. It includes preliminary and final products and any materials and information developed for the purposes of producing those final products. Works does not include articles submitted to peer review or reference journals or independent research projects. (3) In the performance of this Agreement, Subcontractor will exercise and utilize certain of its Intellectual Property in existence prior to the effective date of this Agreement. In addition, under this Agreement, Subcontractor may access and utilize certain of AHP's Intellectual Property in existence prior to the effective date of this Agreement. Except as otherwise set forth herein, Subcontractor shall not use any of AHP's Intellectual Property now existing or hereafter existing for any purposes without the prior written permission of AHP. Except as otherwise set forth herein, AHP shall not give any ownership interest in or rights to its Intellectual Property to the other Party. If during the term of this Agreement, Subcontractor accesses any third-party Intellectual Property that is licensed to AHP, Subcontractor agrees to abide by all license and confidentiality restrictions applicable to AHP in the third-party's license agreement. (4) Subcontractor agrees to cooperate with AHP in establishing or maintaining AHP's and/or DHCS exclusive rights in the Intellectual Property, and in assuring AHP's or DHCS' sole rights against third parties with respect to the Intellectual Property. If the Subcontractor enters into any agreements or subcontracts with other parties in order to perform this Agreement, Subontractor shall require the terms of the Agreement(s) to include all Intellectual Property provisions. Such terms must include, but are not limited to, the ATTACHMENT B I SPECIAL SUBCONTRACTOR REQUIREMENTS Page 7 of 27 subcontractor assigning and agreeing to assign to AHP and/or DHCS all rights, title and interest in Intellectual Property made, conceived, derived from, or reduced to practice by the Subcontractor or AHP and which result directly or indirectly from this Agreement or any subcontract. (5) Subcontractor further agrees to assist and cooperate with AHP/DHCS in all reasonable respects, and execute all documents and, subject to reasonable availability, give testimony and take all further acts reasonably necessary to acquire, transfer, maintain, and enforce AHP's and/or DHCS' Intellectual Property rights and interests. b. Retained Rights/License Rights (1) Except for Intellectual Property made, conceived, derived from, or reduced to practice by Subcontractor or AHP and which result directly or indirectly from this Agreement, Subcontractor shall retain title to all of its Intellectual Property to the extent such Intellectual Property is in existence prior to the effective date of this Agreement. Subcontractor hereby grants to AHP/DHCS, without additional compensation, a permanent, non-exclusive, royalty free, paid-up, worldwide, irrevocable, perpetual, non-terminable license to use, reproduce, manufacture, sell, offer to sell, import, export, modify, publicly and privately display/perform, distribute, and dispose Subcontractor's Intellectual Property with the right to sublicense through multiple layers, for any purpose whatsoever, to the extent it is incorporated in the Intellectual Property resulting from this Agreement, unless Subcontractor assigns all rights, title and interest in the Intellectual Property as set forth herein. (2) Nothing in this provision shall restrict, limit, or otherwise prevent Subcontractor from using any ideas, concepts, know-how, methodology or techniques related to its performance under this Agreement, provided that Subcontractor's use does not infringe the patent, copyright, trademark rights, license or other Intellectual Property rights of AHP/DHCS, or third party, or result in a breach or default of any provisions of this Exhibit or result in a breach of any provisions of law relating to confidentiality. c. Copyright (1) Subcontractor agrees that for purposes of copyright law,all works[as defined in Paragraph a, subparagraph (2)(a) of this provision] of authorship made by or on behalf of Subcontractor in connection with Subcontractor's performance of this Agreement shall be deemed "works made for hire." Subcontractor further agrees that the work of each person utilized by Subcontractor in connection with the performance of this Agreement will be a "work made for hire," whether that person is an employee of Subcontractor or that person has entered into an agreement with Subcontractor to perform the work. Subcontractor shall enter into a written agreement with any such person that: (i) all work performed for Subcontractor shall be deemed a"work made for hire" under the Copyright Act and (ii)that person shall assign all right, title, and interest to AHP and/or DHCS to any work product made, conceived, derived from, or reduced to practice by Subcontractor or AHP and which result directly or indirectly from this Agreement. (2) All materials, including, but not limited to, visual works or text, reproduced or distributed pursuant to this Agreement that include Intellectual Property made, conceived, derived from, or reduced to practice by Subcontractor or AHP and which result directly or indirectly from this Agreement, shall include AHP's or DHCS' notice of copyright, which shall read in 3mm or larger typeface: "©[Enter Current Year e.g., 2010, etc.], California Department of Health Care Services (or AHP if applicable). This material may not be reproduced or disseminated without prior written permission from California Department of Health Care Services (or AHP if applicable)."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. ATTACHMENT B I SPECIAL SUBCONTRACTOR REQUIREMENTS Page 8 of 27 d. Patent Rights With respect to inventions made by Subcontractor in the performance of this Agreement,which did not result from research and development specifically included in the Agreement's scope of work, Subcontractor hereby grants to AHP and/or DHCS a license as described under Section b of this provision for devices or material incorporating, or made through the use of such inventions. If such inventions result from research and development work specifically included within the Agreement's scope of work, then Subcontractor agrees to assign to AHP and/or DHCS, without additional compensation, all its right, title and interest in and to such inventions and to assist AHP and/or DHCS in securing United States and foreign patents with respect thereto. e. Third-Party Intellectual Property Except as provided herein, Subcontractor agrees that its performance of this Agreement shall not be dependent upon or include any Intellectual Property of Subcontractor or a third party without first: (i) obtaining AHP's prior written approval; and (ii)granting to or obtaining for AHP and/or DHCS, without additional compensation, a license, as described in Section b of this provision, for any of Subcontractor's or third-party's Intellectual Property in existence prior to the effective date of this Agreement. If such a license upon these terms is unattainable, and AHP determines that the Intellectual Property should be included in or is required for Subcontractor's performance of this Agreement, Subcontractor shall obtain a license under terms acceptable to AHP and/or DHCS. f. Warranties (1) Subcontractor represents and warrants that: (a) It is free to enter into and fully perform this Agreement. (b) It has secured and will secure all rights and licenses necessary for its performance of this Agreement. (c) Neither Subcontractor's performance of this Agreement, nor the exercise by either Party of the rights granted in this Agreement, nor any use, reproduction, manufacture, sale, offer to sell, import, export, modification, public and private display/performance, distribution, and disposition of the Intellectual Property made, conceived, derived from, or reduced to practice by Subcontractor or DHCS or AHP and which result directly or indirectly from this Agreement will infringe upon or violate any Intellectual Property right, non-disclosure obligation, or other proprietary right or interest of any third-party or entity now existing under the laws of, or hereafter existing or issued by, any state, the United States, or any foreign country. There is currently no actual or threatened claim by any such third party based on an alleged violation of any such right by Subcontractor. (d) Neither Subcontractor's performance nor any part of its performance will violate the right of privacy of, or constitute a libel or slander against any person or entity. (e) It has secured and will secure all rights and licenses necessary for Intellectual Property including, but not limited to, consents, waivers or releases from all authors of music or performances used, and talent (radio, television and motion picture talent), owners of any interest in and to real estate, sites, locations, property or props that may be used or shown. (f) It has not granted and shall not grant to any person or entity any right that would or might derogate, encumber, or interfere with any of the rights granted to AHP or DHCS in this Agreement. ATTACHMENT B I SPECIAL SUBCONTRACTOR REQUIREMENTS Page 9 of 27 (g) It has appropriate systems and controls in place to ensure that state funds will not be used in the performance of this Agreement for the acquisition, operation or maintenance of computer software in violation of copyright laws. (h) It has no knowledge of any outstanding claims, licenses or other charges, liens, or encumbrances of any kind or nature whatsoever that could affect in any way Subcontractor's performance of this Agreement. (2) AHP AND DHCS MAKE NO WARRANTY THAT THE INTELLECTUAL PROPERTY RESULTING FROM THIS AGREEMENT DOES NOT INFRINGE UPON ANY PATENT, TRADEMARK, COPYRIGHT OR THE LIKE, NOW EXISTING OR SUBSEQUENTLY ISSUED. g. Intellectual Property Indemnity (1) Subcontractor shall indemnify, defend and hold harmless AHP and DHCS and their licensees and assignees, and their officers, directors, employees, agents, representatives, successors, and users of its products, ("Indemnitees")from and against all claims, actions, damages, losses, liabilities(or actions or proceedings with respect to any thereof),whether or not rightful, arising from any and all actions or claims by any third party or expenses related thereto (including, but not limited to, all legal expenses, court costs, and attorney's fees incurred in investigating, preparing, serving as a witness in, or defending against, any such claim, action, or proceeding, commenced or threatened) to which any of the Indemnitees may be subject, whether or not Subcontractor is a party to any pending or threatened litigation, which arise out of or are related to (i) the incorrectness or breach of any of the representations, warranties, covenants or agreements of Subcontractor pertaining to Intellectual Property; or(ii)any Intellectual Property infringement, or any other type of actual or alleged infringement claim, arising out of AHP's use, reproduction, manufacture, sale, offer to sell, distribution, import, export, modification, public and private performance/display, license, and disposition of the Intellectual Property made, conceived, derived from, or reduced to practice by Subcontractor or DCHS or AHP and which result directly or indirectly from this Agreement. This indemnity obligation shall apply irrespective of whether the infringement claim is based on a patent, trademark or copyright registration that issued after the effective date of this Agreement. AHP reserves the right to participate in and/or control,at Subcontractor's expense,any such infringement action brought against AHP. (2) Should any Intellectual Property licensed by the Subcontractor to AHP or DHCS under this Agreement become the subject of an Intellectual Property infringement claim, Subcontractor will exercise its authority reasonably and in good faith to preserve AHP's/DHCS' right to use the licensed Intellectual Property in accordance with this Agreement at no expense to AHP or DHCS.AHP shall have the right to monitor and appear through its own counsel (at Subcontractor's expense) in any such claim or action. In the defense or settlement of the claim, Subcontractor may obtain the right for AHP to continue using the licensed Intellectual Property; or, replace or modify the licensed Intellectual Property so that the replaced or modified Intellectual Property becomes non-infringing provided that such replacement or modification is functionally equivalent to the original licensed Intellectual Property. If such remedies are not reasonably available, AHP shall be entitled to a refund of all monies paid under this Agreement, without restriction or limitation of any other rights and remedies available at law or in equity. (3) Subcontractor agrees that damages alone would be inadequate to compensate AHP or DHCS for breach of any term of this Intellectual Property provision by Subcontractor. Subcontractor acknowledges AHP or DHCS would suffer irreparable harm in the event of such breach and agrees AHP shall be entitled to obtain equitable relief, including without limitation an injunction, from a court of competent jurisdiction, without restriction or limitation of any other rights and remedies available at law or in equity. ATTACHMENT B I SPECIAL SUBCONTRACTOR REQUIREMENTS Page 10 of 27 h. Federal Funding Because this Agreement is funded by the federal government, AHP and DHCS may acquire and maintain the Intellectual Property rights,title, and ownership which results directly or indirectly from the Agreement; except as provided in 37 Code of Federal Regulations part 401.14; however, the federal government shall have a non-exclusive, nontransferable, irrevocable, paid-up license throughout the world to use, duplicate, or dispose of such Intellectual Property throughout the world in any manner for governmental purposes and to 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 by law. a. Government contractors agree to comply with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42 USC 7606) section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations. b. Institutions of higher education, hospitals, nonprofit organizations and commercial businesses agree to comply with all applicable standards, orders, or requirements issued under the Clean Air Act (42 U.S.C. 7401 et seq.), as amended, and the Clean Water Act (33 U.S.C. 1251 et seq.), as amended. 12. Prior Approval of Training Seminars, Workshops or Conferences Subcontractor shall obtain prior AHP approval of the location, costs, dates, agenda, instructors, instructional materials, and attendees at any reimbursable training seminar, workshop, or conference conducted pursuant to this Agreement and of any reimbursable publicity or educational materials to be made available for distribution. The Subcontractor shall acknowledge the support of the State whenever publicizing the work under this Agreement in any media.This provision does not apply to necessary staff meetings or training sessions held for the staff of the Subcontractor to conduct routine business matters. 13. Confidentiality of Information a. The Subcontractor and its employees, agents, or subcontractors shall protect from unauthorized disclosure names and other identifying information concerning persons either receiving services pursuant to this Agreement or persons whose names or identifying information become available or are disclosed to the Subcontractor, 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 Subcontractor and its employees, agents, or subcontractors shall not use such identifying information for any purpose other than carrying out the Subcontractor's obligations under this Agreement. c. The Subcontractor and its employees, agents, or subcontractors shall promptly transmit to the AHP Contract Office or Project Manager all requests for disclosure of such identifying information not emanating from the client or person. d. The Subcontractor shall not disclose, except as otherwise specifically permitted by this ATTACHMENT B I SPECIAL SUBCONTRACTOR REQUIREMENTS Page 11 of 27 Agreement or authorized by the client, any such identifying information to anyone other than AHP without prior written authorization from the AHP Contract Office or Project Manager, except if disclosure is required by State or Federal law. e. For purposes of this provision, identity shall include, but not be limited to name, identifying number, symbol, or other identifying particular assigned to the individual, such as finger or voice print or a photograph. f. As deemed applicable by AHP/DHCS,this provision may be supplemented by additional terms and conditions covering personal health information (PHI) or personal, sensitive, and/or confidential information (PSCI). Said terms and conditions will be outlined in one or more exhibits that will either be attached to this Agreement or incorporated into this Agreement by reference. 14. Documents, Publications and Written Reports (Applicable to agreements over$5,000 under which publication,written reports and documents are developed or produced. Government Code Section 7550.) Any document, publication or written report (excluding progress reports, financial reports, and normal contractual communications) prepared as a requirement of this Agreement shall contain, in a separate section preceding the main body of the document, the number and dollar amounts of all agreements and subcontracts relating to the preparation of such document or report, if the total cost for work by nonemployees of the State exceeds $5,000. 15. Human Subjects Use Requirements (Applicable only to federally funded agreements/grants in which performance, directly or through a subcontract/subaward, includes any tests or examination of materials derived from the human body.) By signing this Agreement, Subcontractor agrees that if any performance under this Agreement or any subcontract or subagreement includes any tests or examination of materials derived from the human body for the purpose of providing information, diagnosis, prevention, treatment or assessment of disease, impairment, or health of a human being, all locations at which such examinations are performed shall meet the requirements of 42 U.S.C. Section 263a(CLIA)and the regulations thereunder. 16. Debarment and Suspension Certification (Applicable to all agreements funded in part or whole with federal funds.) a. By signing this Agreement, the Subcontractor agrees to comply with applicable federal suspension and debarment regulations including, but not limited to 2 CFR 180, 2 CFR 376. b. By signing this Agreement, the Subcontractor certifies to the best of its knowledge and belief, that it and its principals: (1) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any federal department or agency; (2) Have not within a three-year period preceding this application/proposal/agreement been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) violation of Federal or State antitrust statutes; commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false ATTACHMENT B I SPECIAL SUBCONTRACTOR REQUIREMENTS Page 12 of 27 statements, tax evasion, receiving stolen property, making false claims, obstruction of justice, or the commission of any other offense indicating a lack of business integrity or business honesty that seriously affects its business honesty; (3) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State or local) with commission of any of the offenses enumerated in Paragraph b(2) herein; and (4) Have not within a three-year period preceding this application/proposal/agreement had one or more public transactions (Federal, State or local)terminated for cause or default. (5) Have not,within a three-year period preceding this application/proposal/agreement, engaged in any of the violations listed under 2 CFR Part 180, Subpart C as supplemented by 2 CFR Part 376. (6) Shall not knowingly enter into any lower tier covered transaction with a person who is proposed for debarment under federal regulations (i.e., 48 CFR part 9, subpart 9.4), debarred, suspended, declared ineligible, or voluntarily excluded from participation in such transaction, unless authorized by the State. (7) Will include a clause entitled, "Debarment and Suspension Certification"that essentially sets forth the provisions herein, in all lower tier covered transactions and in all solicitations for lower tier covered transactions. c. If the Subcontractor is unable to certify to any of the statements in this certification, the Subcontractor shall submit an explanation to AHP and the DHCS Program Contract Manager. d. The terms and definitions herein have the meanings set out in 2 CFR Part 180 as supplemented by 2 CFR Part 376. e. If the Subcontractor knowingly violates this certification, in addition to other remedies available to the Federal Government, AHP may terminate this Agreement for cause or default. 17. 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 permitted in any portion of any indoor facility owned or IeaSed 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 with 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, Subcontractor or Grantee certifies that it will comply with the requirements of the Act and will not allow smoking within any portion of any indoor facility used for the provision of services for children as defined by the Act. The prohibitions herein are effective December 26, 1994. ATTACHMENT B I SPECIAL SUBCONTRACTOR REQUIREMENTS Page 13 of 27 d. Subcontractor or Grantee further agrees that it will insert this certification into any subawards (subcontracts or subgrants)entered into that provide for children's services as described in the Act. 18. Covenant Against Contingent Fees The Subcontractor warrants that no person or selling agency has been employed or retained to solicit/secure this Agreement upon an agreement of understanding for a commission, percentage, brokerage, or contingent fee, except bona fide employees or bona fide established commercial or selling agencies retained by the Subcontractor for the purpose of securing business. For breach or violation of this warranty, AHP shall have the right to annul this Agreement without liability or 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. 19. 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. 20. Four-Digit Date Compliance (Applicable to agreements in which Technology(IT)services are provided to AHP or if IT equipment is procured.) Subcontractor warrants that it will provide only Four-Digit Compliant (as defined below) Deliverables and/or services to the State. "Four Digit Date compliant" Deliverables and services can accurately process, calculate, compare, and sequence date data, including without limitation date data arising out of or relating to leap years and changes in centuries. This warranty and representation is subject to the warranty terms and conditions of this Agreement and does not limit the generality of warranty obligations set forth elsewhere herein. 21. Prohibited Use of State Funds for Software (Applicable to agreements in which computer software is used in performance of the work.) Subcontractor 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 fo the acquisition, operation or maintenance of computer software in violation of copyright law. 22. Use of Small, Minority Owned and Women's Businesses (Applicable to that portion of an agreement that is federally funded and entered into with institutions of higher education, hospitals, nonprofit organizations or commercial businesses.) Positive efforts shall be made to use small businesses, minorty-owned firms and women's business enterprises, whenever possible (i.e. procurement of goods and/or services). Subcontractors shall take all of the following steps to further this goal. 1. Ensure that small businesses, minority-owned firms, and women's business enterprises are used to the fullest extent practicable. 2. Make information on forthcoming purchasing and contracting opportunities available and arrange time frames for purchases and contracts to encourage and facilitate participation by small businesses, minority-owned firms, and women's business enterprises. 3. Consider in the contract process whether firms competing for larger contracts intended to subcontract with small businesses, minority-owned firms, and women's business enterprises. 4. Encourage contracting with consortiums of small businesses, minority-owned firms, and women's business enterprises when a contract is too large for one of these firms to handle individually. 5. Use the services and assistance, as appropriate, of such organizations as the Federal Small Business Administration and the U.S. Department of Commerce's Minority Business ATTACHMENT B I SPECIAL SUBCONTRACTOR REQUIREMENTS Page 14 of 27 Development Agency in the solicitation and utilization of small businesses, minority-owned firms, and women's business enterprises. 23. Alien Ineligibility Certification (Applicable to sole proprietors entering federally funded agreements.) By signing this Agreement, the Subcontractor certifies that he/she is not an alien that is ineligible for state and local benefits, as defined in Subtitle B of the Personal Responsibility and Work Opportunity Act. (8 U.S.C. 1601,et seq.) 24. Union Organizing (Applicable only to grant agreements.) Subgrantee, by signing this Agreement, hereby acknowledges the applicability of Government Code Sections 16645 through 16649 to this Agreement. Furthermore, Subgrantee, by signing this Agreement hereby certifies that: a. No state funds disbursed by this grant will be used to assist, promote, or deter union organizing. b. Subgrantee shall account for state funds disbursed for a specific expenditure by this grant, to show those funds were allocated to that expenditure. c. Subgrantee shall, where state funds are not designated as described in herein, allocate, on a pro-rata basis, all disbursements that support the grant program. d. If Subgrantee makes expenditures to assist, promote or deter union organizing, Subgrantee will maintain records sufficient to show that no state funds were used for those expenditures, and that Subgrantee shall provide those records to the Attorney General upon request. 25. Agreement Uniformity(Fringe Benefit Allowability) (Applicable only to nonprofit organizations.) Pursuant to the provisions of Article 7 (commencing with Section 100525) of Chapter 3 of Part 1 of Division 101 of the Health and Safety Code, DHCS sets forth the following policies, procedures, and guidelines regarding the reimbursement of fringe benefits. a. As used herein fringe benefits shall mean an employment benefit given by one's employer to an employee in addition to one's regular or normal wages or salary. b. As used herein, fringe benefits do not include: (1) Compensation for personal services paid currently or accrued by the Subcontractor for services of employees rendered during the term of this Agreement, which is identified as regular or normal salaries and wages, annual leave, vacation, sick leave, holidays, jury duty and/or military leave/training. (2) Directors and executive committee member's fees. (3) Incentive awards and/or bonus incentive pay. (4) Allowances for off-site pay. (5) Location allowances. (6) Hardship pay. (7) Cost-of-living differentials. c. Specific allowable fringe benefits include: (1) Fringe benefits in the form of employer contributions for the employer's 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: ATTACHMENT B I SPECIAL SUBCONTRACTOR REQUIREMENTS Page 15 of 27 (1) Be necessary and reasonable for the performance of the Agreement. (2) Be determined in accordance with generally accepted accounting principles. (3) Be consistent with policies that apply uniformly to all activities of the Subcontract. e. Subcontractor agrees that all fringe benefits shall be at actual cost. 26. Suspension or Stop Work Notification a. AHP may, at any time, issue a notice to suspend performance or stop work under this Agreement. The initial notification may be a verbal or written directive issued by the funding Program's Contract Manager. Upon receipt of said notice, the Subcontractor is to suspend and/or stop all, or any part, of the work called for by this Agreement. b. Written confirmation of the suspension or stop work notification with directions as to what work (if not all) is to be suspended and how to proceed will be provided within thirty (30) working days of the verbal notification. The suspension or stop work notification shall remain in effect until further written notice is received from AHP. The resumption of work (in whole or part)will be at AHP's discretion and upon receipt of written confirmation. (1) Upon receipt of a suspension or stop work notification,the Subcontractor shall immediately comply with its terms and take all reasonable steps to minimize or halt the incurrence of costs allocable to the performance covered by the notification during the period of work suspension or stoppage. (1) Within ninety(90)days of the issuance of a suspension or stop work notification,AHP shall either: (a) Cancel, extend, or modify the suspension or stop work notification; or (a) Terminate the Agreement as provided for in the Cancellation / Termination clause of the Agreement. c. If a suspension or stop work notification issued under this clause is canceled or the period of suspension or any extension thereof is modified or expires, the Subcontractor may resume work only upon written concurrence of AHP. d. If the suspension or stop work notification is cancelled and the Agreement resumes, changes to the services, deliverables, performance dates, and/or agreement terms resulting from the suspension or stop work notification shall require an amendment to the Agreement. e. If a suspension or stop work notification is not canceled and the Agreement is cancelled or terminated pursuant to the provision entitled Cancellation / Termination, AHP shall allow reasonable costs resulting from the suspension or stop work notification in arriving at the settlement costs. f. AHP shall not be liable to the Subcontractor for loss of profits because of any suspension or stop work notification issued under this clause. 27. Public Communications "Electronic and printed documents developed and produced, for public communications shall follow the following requirements to comply with Section 508 of the Rehabilitation Act and the American with Disabilities Act: A. Ensure visual-impaired, hearing impaired and other special needs audiences are provided material information in formats that provide the most assistance in making informed choices." ATTACHMENT B I SPECIAL SUBCONTRACTOR REQUIREMENTS Page 16 of 27 28. Compliance with Statutes and Regulations a. The Subcontractor shall comply in all material respects with all California and federal law, regulations, and published guidelines, to the extent that these authorities contain requirements applicable to Subcontractor's performance under the Agreement. b. These authorities include, but are not limited to, Title 2, Code of Federal Regulations (CFR) Part 200, subpart F, Appendix II; Title 42 CFR Part 431; subpart F; Title 42 CFR Part 433, subpart D;Title 42 CFR 434; Title 45 CFR Part 75, subpart D; and title 45 CFR Part 95, subpart F. To the extent applicable under federal law, this Agreement shall incorporate the contractual provisions in these federal regulations, and they shall supersede any conflicting provisions in this Agreement. 29. Lobbying Restrictions and Disclosure Certification (Applicable to federally funded agreements in excess of $100,000 per Section 1352 of the 31, U.S.C.) a. Certification and Disclosure Requirements (1) Each person (or recipient)who requests or receives a contract or agreement, subcontract, grant or subgrant, which is subject to Section 1352 of the 31, U.S.C., are which exceeds $100,000 at any tier, shall file a certification (in the form set forth in this Attachment B, 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 this Attachment B, entitled "Standard Form-LLL `Disclosure of Lobbying Activities") if such recipient has made or has agreed to make any payment using nonappropriated funds (to include profits from any covered federal action) in connection with an agreement, or grant or any extension or amendment of that agreement, or grant, which would be prohibited under Paragraph b of this provision if paid for with appropriated funds. (3) Each recipient shall file a disclosure form at the end of each calendar quarter in which there occurs any event that requires disclosure or that materially affect the accuracy of the information contained in any disclosure from previously filed by such person under Paragraph a(2) herein. An event that materially affects the accuracy of the information reported includes: a. A cumulative increase of$25,000 or more in the amount paid or expected to be paid for influencing or attempting to influence a covered federal action; b. A change in the person(s) or individual(s) influencing or attempting to influence a covered federal action; or c. A change in the officer(s), employee(s), or member(s) contacted for the purpose of influencing or attempting to influence a covered federal action. (4) Each person (or recipient)who requests or receives from a person referred to in Paragraph a(1) of this provision a contract or agreement, subcontract, grant or subgrant exceeding $100,000 at any tier under a contract or agreement, or grant shall file a certification, and a disclosure form, if required, to the next tier above. (5) All disclosure forms (but not certifications)shall be forwarded from tier to tier until received by the person referred to in Paragraph a(1) of this provision. That person shall forward all disclosure forms to AHP Contract Office or Project Manager. b. Prohibition Section 1352 of Title 31 U.S.C., provides in part that no appropriated funds may be expended by the recipient of a federal contract or agreement, grant, loan or cooperative agreement to pay any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any of the following covered federal actions: the awarding of any ATTACHMENT B I SPECIAL SUBCONTRACTOR REQUIREMENTS Page 17 of 27 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. 30. Avoidance of Conflicts of Interest by Subcontractor (1) AHP intends to avoid any real or apparent conflict of interest on the part of the Subcontractor, or employees, officers, and directors of the Subcontractor. AHP reserves the right to determine, at its sole discretion, whether any information, assertion or claim received from any source indicates the existence of a real or apparent conflict of interest; and, if a conflict is found to exist, to require the Subcontractor to submit additional information or a plan for resolving the conflict, subject to AHP review and prior approval. (2) Conflicts of interest include, but are not limited to: a. An instance where the Subcontractor has an interest, financial or otherwise, whereby the use or disclosure of information obtained while performing services under the Agreement would allow for private or personal benefit or for any purpose that is contrary to the goals and objectives of the Agreement. b. An instance where the Subcontractor's employees, officers, or directors use their positions for purposes that are, or give the appearance of being, motivated by a desire for private gain for themselves or others, such as those with whom they have family, business, or other ties. (3) If AHP is or becomes aware of a known or suspected conflict of interest, the Subcontractor will be given an opportunity to submit additional information or to resolve the conflict. A Subcontractor with a suspected conflict of interest will have five (5)working days from the date of notification of the conflict by AHP to provide complete information regarding the suspected conflict. If a conflict of interest is determined to exist by AHP and cannot be resolved to the satisfaction of AHP,the conflict will be grounds for terminating the Agreement. AHP may,at its discretion upon receipt of a written request from the Subcontractor, authorize an extension of the timeline indicated herein. 31. Subcontractor Conduct and Filing Requirements A. When a Subcontractor performs work on DHCS premises, the Subcontractor shall follow and adhere to all DHCS policies and procedures including, but not limited to, those governing health and safety, nondiscrimination, appropriate vehicle use, travel reimbursement, security and confidentiality of information, incompatible activities, acceptable employee conduct, information technology protocols and requirements, workplace violence prevention, and conflict of interest filing instructions (if applicable). Subcontractors may not access DHCS confidential, personal, or sensitive information until they have been trained on the DHCS policies and procedures for information privacy and security and sign a Confidentiality Statement.The training may be accomplished through on-line Privacy/Security Training on the DHCS intranet. 32. Prohibited Follow-on Subcontracts A. No person, firm, or subsidiary thereof who has been awarded a subcontract agreement may submit a bid for, nor be awarded an agreement for, the provision of services, procurement of goods or supplies, or any other related action which is required, suggested, or otherwise deemed appropriate in the end production of this Subcontract agreement. B. Paragraph A does not apply at any person, firm, or subsidiary thereof who is awarded a subcontract agreement which totals more than 10 percent of the total monetary value of the consulting services agreement. C. Paragraphs A and B do not apply to subcontract agreements subject to Chapter 10 (commencing with Section 4525) of Division 5 of Title 1 of the Government Code. ATTACHMENT B I SPECIAL SUBCONTRACTOR REQUIREMENTS Page 18 of 27 State of California Department of Health Care Services CERTIFICATION REGARDING LOBBYING The undersigned certifies, to the best of his or her knowledge and belief, that: 1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer of employee of Congress, or an employee of a Member of Congress in connection with the making, awarding, or entering into of this Federal contract, Federal grant, or cooperative agreement, and the extension, continuation, renewal, amendment, or modification of this Federal contract, grant or cooperative agreement. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing 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. Name of Subcontractor Printed Name of Person Signing for Subcontractor California Department of Health Care Services Agreement No.:21-10368 Behavioral Health Continuum Infrastructure Program (BHCIP) Contract/Grant Number Signature of Person Signing for Subcontractor Date Title After execution by or on behalf of Subcontractor, please return to: Advocates for Human Potential, Inc. (on behalf of California Department of Health Care Services) ATTACHMENT B I SPECIAL SUBCONTRACTOR REQUIREMENTS Page 19 of 27 CERTIFICATION REGARDING LOBBYING Complete this form to disclose lobbying activities pursuant to 31 U.S.C. 1352 1.Type of Federal 2.Status of Federal Action: 3.Report Type: Action: a.bid/offer/application a.1nitial filing a.Contract b. initial award b.Material change b.Grant c.post-award For Material Change Only: c.Cooperative agreement Year Quarter d.Loan Date of Last Report e.Loan guarantee f.Loan insurance Name and Address of Reporting 5.If Reporting Entity in No.4 is a Subawardee,Enter Name Entity: and Address of Prime: ❑Prime ® Subawardee ADVOCATES FOR HUMAN POTENTIAL, INC. (AHP) 490-B Boston Post Road, Sudbury, MA 01776-3365 Tier ,if known Congressional District, if known: Congressional District,if known: 5th Federal Department/Agency: 7. Federal Program Name/Description: CFDA Number,if applicable, Federal Action Number,if known: 9.Award Amount,if known: 10a.Name and Address of Lobbying b. Individuals Performing Services(including address if Registrant different from 10a. (If individual,last name,first name, (Last name,First name,MI): MI): 11.Information requested through this form is authorized by title 31 U.S.C. Signature: section 1352. This disclosure of lobbying activities is a material representation of fact Print Name: Brian Pacheco upon which reliance was placed by the tier Chairman of the Board of Supervisors of the above when this transaction was made or Title: County of Fresno entered into. This disclosure is required pursuant to 31 U.S.C. 1352.This Telephone No. 559-600-1000 information will be available for public ATTEST: inspection. Any person that fails to file the Date: /0 -.25— 2-2 BERNICE E.SEIDEL required disclosure shall be subject to a not Clerk of the Board of Supervisors more than$100,000 for each such failure. County of Fresno,Stag of California By Deputy ATTACHMENT B I SPECIAL SUBCONTRACTOR REQUIREMENTS Page 20 of 27 INSTRUCTIONS FOR COMPLETION OF SF-LLL,DISCLOSURE OF LOBBYING ACTIVITIES This disclosure form shall be completed by the reporting entity,whether subawardee or prime Federal recipient, at the initiation or receipt of a covered Federal action, or a material change to a previous filing, pursuant to U.S.C. section 1352.The filing of a form is required for each payment or agreement to make payment to any lobbying entity for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of 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 followup report caused by a material change to the information previously reported, enter the year and quarter in which the change occurred. Enter the date and of the last previously submitted report by this reporting entity for this covered Federal action. 4. Enter the full name, address, city, State and zip code of the reporting entity. Include Congressional District, if known. Check the appropriate classification of the reporting entity that designates if it is,or expects to be a prime or subaward recipient. Identify the tier of the subawardee, e.g.the first subawardee of the prime is the first tier. Subawards include but are not limited to subcontracts, subgrants and contract awards under grants. 5. If the organization filing the report in item 4 checks"Subawardee",then enter the full name, address, city, State and zip code of the prime Federal recipient. Include Congressional District, if known. 6. Enter the name of the Federal agency making the award or loan commitment. Include at least one organizational level below agency name, in known. For example, Department of Transportation, United States Coast Guard. 7. Enter the Federal program name or description for the covered Federal action (item 1). If known, enter the full Catalog of Federal Domestic Assistance(CFDA)number for grants, cooperative agreements, loans, and loan commitments. 8 Enter the most appropriate Federal identifying number available for the Federal action identified in Item 1 (e.g. Request for Proposal (RFP) number; Invitation for Bid (IFB); grant announcement number;the contract, grant or loan award number;the application/proposal control number assigned by the Federal agency). Include prefixes, e.g. "RFP- DE-90-001". 9. For a covered Federal acton where there has been an award or loan commitment by the Federal agency, enter the Federal amount of the award/loan commitment for the prime entity identified in item 4 or 5. 10. (a) Enter the full name, address, city, State and zip code of the lobbying registrant under the Lobbying Disclosure Act of 1995 engaged by the reporting entity identified in item 4 to influence the covered Federal action. (b) Enter the full names of the individual(s)performing services, and include full address if different from 10(a). Enter Last Name, First Name, and Middle Initial (MI). 11.The certifying official shall sign and date the form, print his/her name,title and telephone number. According to the Paperwork Reduction Act, as amended, no persons are required to respond to a collection of information unless it dispalys a valid OMB Control Number.The valid OMB control number for this information collection is OMN No. 0348-0046. Public reporting burden for this collection of information is estimated to average 10 minutes per response, including time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden,to the Office of Management and Budget, Paperwork Reduction Project(0348-0046), Washington, DC 20503. ATTACHMENT B I SPECIAL SUBCONTRACTOR REQUIREMENTS Page 21 of 27 Business Associate Agreement ("BAA") Addendum 1. This Agreement has been determined to constitute a business associate relationship under the Health Insurance Portability and Accountability Act (HIPAA)and its implementing privacy and security regulations at 45 Code of Federal Regulations, Parts 160 and 164 (collectively, and as used in this Agreement). 2 The term "Agreement" as used in this document refers to and includes both this BAA Addendum and the contract to which this BAA is attached as an addendum/exhibit, if any. 3 For purposes of this Agreement, the term "Business Associate" shall have the same meaning as set forth in 45 CFR section 160.103. 4 Subcontractor, the Covered Entity, understands that Business Associate (ADVOCATES FOR HUMAN POTENTIAL, "AHP") may create, receive, maintain, transmit to the California Department of Health Care Services (DHCS)or aggregate certain information pursuant to the terms of this Agreement, some of which information may constitute Protected Health Information (PHI)and/or confidential information protected by federal and/or state laws. 4.1 As used in this Agreement and unless otherwise stated, the term "PHI" refers to and includes both "PHI" as defined at 45 CFR section 160.103 and Personal Information (PI) as defined in the Information Practices Act(IPA)at California Civil Code section 1798.3(a). PHI includes information in any form, including paper, oral, and electronic. 4.2 As used in this Agreement, the term "confidential information" refers to information not otherwise defined as PHI in Section 4.1 of this Agreement, but to which state and/or federal privacy and/or security protections apply. 5 Business Associate is acting on DHCS's behalf and provides services or arranges, performs, or assists in the performance of functions or activities on behalf of DHCS, and may create, receive, maintain, transmit, aggregate, use or disclose PHI (collectively, "use or disclose PHI") in order to fulfill Business Associate's obligations under this Agreement. Business Associate and Subcontractor are each a party to this Agreement and are collectively referred to as the "parties." fi The terms used in this Agreement, but not otherwise defined, shall have the same meanings as those terms in HIPAA and/or the IPA. Any reference to statutory or regulatory language shall be to such language as in effect or as amended. 7. Permitted Uses and Disclosures of PHI by Business Associate. Except as otherwise indicated in this Agreement, Business Associate may use or disclose PHI, inclusive of de-identified data derived from such PHI, only to perform functions, activities or services specified in this Agreement on behalf of Covered Entity, provided that such use or disclosure would not violate HIPAA or other applicable laws if done by Business Associate. 7.1 Specific Use and Disclosure Provisions. Except as otherwise indicated in this Agreement, Business Associate may use and disclose PHI if necessary for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate. Business Associate may disclose PHI for this purpose if the disclosure is required by law, or the Business Associate obtains reasonable assurances from the person to whom the information is disclosed that it will be held confidentially and used or further disclosed only as required by law or for the purposes for which it was disclosed to the person. The person shall notify the Business Associate of any instances of which the person is aware that the confidentiality of the information has been breached, unless such person is a treatment provider not acting as a business associate of Business Associate. ATTACHMENT B I SPECIAL SUBCONTRACTOR REQUIREMENTS (BAA Addendum) Page 22 of 27 8 Compliance with Other Applicable Law. 8.1 To the extent that other state and/or federal laws provide additional, stricter and/or more protective (collectively, "more protective") privacy and/or security protections to PHI or other confidential information covered under this Agreement beyond those provided through HIPAA, Business Associate agrees: 8.1.1 To comply with the more protective of the privacy and security standards set forth in applicable state or federal laws to the extent such standards provide a greater degree of protection and security than HIPAA or are otherwise more favorable to the individuals whose information is concerned; and 8.1.2 To treat any violation of such additional and/or more protective standards as a breach or security incident, as appropriate, pursuant to Section 18 of this Agreement. 8.2 Examples of laws that provide additional and/or stricter privacy protections to certain types of PHI and/or confidential information, as defined in Section 4. of this Agreement, include but are not limited to the Information Practices Act, California Civil Code sections 1798-1798.78, Confidentiality of Substance Use Disorder Patient Records, 42 CFR Part 2, Welfare and Institutions Code section 5328, and California Health and Safety Code section 11845.5. 8.3 If Business Associate is a Qualified Service Organization (QSO) as defined in 42 CFR section 2.11, Business Associate agrees to be bound by and comply with subdivisions (2)(i) and (2)(ii) under the definition of QSO in 42 CFR section 2.11. 9. Additional Responsibilities of Business Associate. 9.1 Nondisclosure. Business Associate shall not use or disclose PHI or other confidential information other than as permitted or required by this Agreement or as required by law. 9.2 Safeguards and Security. 9.2.1 Business Associate shall use safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of PHI and other confidential data and comply, where applicable, with subpart C of 45 CFR Part 164 with respect to electronic PHI, to prevent use or disclosure of the information other than as provided for by this Agreement. Such safeguards shall be based on applicable Federal Information Processing Standards (FIPS) Publication 199 protection levels. 9.2.2 Business Associate shall, at a minimum, utilize an industry-recognized security framework when selecting and implementing its security controls, and shall maintain continuous compliance with its selected framework as it may be updated from time to time. Examples of industry-recognized security frameworks include but are not limited to: 9.2.2.1 NIST SIP 800-53 - National Institute of Standards and Technology Special Publication 800-53 9.2.2.2 Fed RAMP - Federal Risk and Authorization Management Program 9.2.2.3 PCI - PCI Security Standards Council 9.2.2.4 ISO/ESC 27002 - International Organization for Standardization/International Electrotechnical Commission standard 27002 9.2.2.5 IRS PUB 1075 - Internal Revenue Service Publication 1075 ATTACHMENT B I SPECIAL SUBCONTRACTOR REQUIREMENTS (BAA Addendum) Page 23 of 27 9.2.2.6 HITRUST CSF- HITRUST Common Security Framework 9.2.3 Business Associate shall employ FIPS 140-2 compliant encryption of PHI at rest and in motion unless Business Associate determines it is not reasonable and appropriate to do so based upon a risk assessment, and equivalent alternative measures are in place and documented as such. In addition, Business Associate shall maintain, at a minimum, the most current industry standards for transmission and storage of PHI and other confidential information. 9.2.4 Business Associate shall apply security patches and upgrades, and keep virus software up to date, on all systems on which PHI and other confidential information may be used. 9.3. Business Associate's Agent. Business Associate shall ensure that any agents, subcontractors, subawardees, vendors or others (collectively, "agents")that use or disclose PHI and/or confidential information on behalf of Business Associate agree to the same restrictions and conditions that apply to Business Associate with respect to such PHI and/or confidential information. 1Q Mitigation of Harmful Effects. Business Associate shall mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of PHI and other confidential information in violation of the requirements of this Agreement. 11. Access to PHI. Business Associate shall make PHI available in accordance with 45 CFR section 164.524. 12 Amendment of PHI. Business Associate shall make PHI available for amendment and incorporate any amendments to PHI in accordance with 45 CFR section 164.526. 13 Accounting for Disclosures. Business Associate shall make available the information required to provide an accounting of disclosures in accordance with 45 CFR section 164.528. 14 Compliance with DHCS Obligations.To the extent Business Associate is to carry out an obligation under 45 CFR Part 164, Subpart E, Business Associate shall comply with the requirements of the subpart that apply in the performance of such obligation. 15 Access to Practices, Books and Records. Business Associate shall make its internal practices, books, and records relating to the use and disclosure of PHI on behalf of Covered Entity available to Covered Entity upon reasonable request, and to the federal Secretary of Health and Human Services for purposes of determining compliance with 45 CFR Part 164, Subpart E. 16 Return or Destroy PHI on Termination; Survival.At termination of this Agreement, if feasible, Business Associate shall return or destroy all PHI and other confidential information received from, or created or received by Business Associate on behalf of, Covered Entity that Business Associate still maintains in any form and retain no copies of such information. If return or destruction is not feasible, Business Associate shall notify Covered Entity of the conditions that make the return or destruction infeasible and Business Associate and Covered Entity shall determine the terms and conditions under which Business Associate may retain the PHI. If such return or destruction is not feasible, Business Associate shall extend the protections of this Agreement to the information and limit further uses and disclosures to those purposes that make the return or destruction of the information infeasible. 17. Special Provision for SSA Data. If Business Associate receives data from or on behalf of Covered Entity that was verified by or provided by the Social Security Administration (SSA data) and is subject to an agreement between Covered Entity, Business Associate shall provide, upon request by Covered Entity, a list of all employees and agents who have access to such data. ATTACHMENT B I SPECIAL SUBCONTRACTOR REQUIREMENTS (BAA Addendum) Page 24 of 27 18 Breaches and Security Incidents. Business Associate shall implement reasonable systems for the discovery and prompt reporting of any breach or security incident, and take the following steps: 18.1 Notice to Covered Entity. 9.2.5 Business Associate shall notify Covered Entity immediately upon the discovery of a suspected breach or security incident that involves SSA data. This notification will be provided by email upon discovery of the breach. If Business Associate is unable to provide notification by email, then Business Associate shall provide notice by telephone to Covered Entity. 9.2.6 Business Associate shall notify Covered Entity within 24 hours by email (or by telephone if Business Associate is unable to email Covered Entity) of the discovery of the following, unless attributable to a treatment provider that is not acting as a business associate of Business Associate: 18.1.2.1 Unsecured PHI if the PHI is reasonably believed to have been accessed or acquired by an unauthorized person; 18.1.2.2 Any suspected security incident that risks unauthorized access to PHI and/or other confidential information; 18.1.2.3 Any intrusion or unauthorized access, use or disclosure of PHI in violation of this Agreement; or 18.1.2.4 Potential loss of confidential information affecting this Agreement. Upon discovery of a breach or suspected security incident, intrusion or unauthorized access, use or disclosure of PHI, Business Associate shall take: 9.2.7 Prompt action to mitigate any risks or damages involved with the security incident or breach; and 9.2.8 Any action pertaining to such unauthorized disclosure required by applicable federal and state law. 18.2 Investigation. Business Associate shall immediately investigate such security incident or confidential breach. 18.3 Complete Report. Business Associate shall provide a complete report of the investigation to Covered Entity contacts within ten (10)working days of the discovery of the security incident or breach. This"Final PIR" [DHCS "Privacy Incident Reporting" (PIR) ] Form must include any applicable additional information not included in the Initial Form. The Final PIR Form shall include an assessment of all known factors relevant to a determination of whether a breach occurred under HIPAA and other applicable federal and state laws. The report shall also include a full, detailed corrective action plan, including its implementation date and information on mitigation measures taken to halt and/or contain the improper use or disclosure. If Covered Entity requests information in addition to that requested through the PIR form, Business Associate shall make reasonable efforts to provide Covered Entity with such information. A"Supplemental PIR" may be used to submit revised or additional information after the Final PIR is submitted. Covered Entity will review and approve or disapprove Business Associate's determination of whether a breach occurred, whether the security incident or breach is reportable to the appropriate entities, if individual notifications are required, and Business Associate's corrective action plan. ATTACHMENT B I SPECIAL SUBCONTRACTOR REQUIREMENTS (BAA Addendum) Page 25 of 27 9.2.9 If Business Associate does not complete a Final PI within the ten (10)working day timeframe, Business Associate shall request approval from Covered Entity within the ten (10) working day timeframe of a new submission timeframe for the Final PIR. 18.4 Notification of Individuals. If the cause of a breach is attributable to Business Associate or its agents, other than when attributable to a treatment provider that is not acting as a business associate of Business Associate, Business Associate shall notify individuals accordingly and shall pay all costs of such notifications, as well as all costs associated with the breach. The notifications shall comply with applicable federal and state law. DHCS shall approve the time, manner and content of any such notifications, and DHCS's review and approval must be obtained before the notifications are made. 18.5 Responsibility for Reporting of Breaches to Entities Other than Covered Entity. If the cause of a breach of PHI is attributable to Business Associate or its agents, other than when attributable to a treatment provider that is not acting as a business associate of Business Associate, Business Associate is responsible for all required reporting of the breach as required by applicable federal and state law. 19. Responsibility of Covered Entity. Covered Entity agrees to not request the Business Associate to use or disclose PHI in any manner that would not be permissible under HIPAA and/or other applicable federal and/or state law. 211 Audits, Inspection and Enforcement. 20.1 If Business Associate is the subject of an audit, compliance review, investigation or any proceeding that is related to the performance of its obligations pursuant to this Agreement or is the subject of any judicial or administrative proceeding alleging a violation of HIPAA, Business Associate shall promptly notify Covered Entity unless it is legally prohibited from doing so. 21. Termination. 21.1 Termination for Cause. Upon Covered Entity's knowledge of a violation of this Agreement by Business Associate, Covered Entity may in its discretion: 21.1.1 Provide an opportunity for Business Associate to cure the violation and terminate this Agreement if Business Associate does not do so within the time specified by Covered Entity; or 21.1.2 Terminate this Agreement if Business Associate has violated a material term of this Agreement. 21.2 Judicial or Administrative Proceedings. Covered Entity may terminate this Agreement if Business Associate is found to have violated HIPAA, or stipulates or consents to any such conclusion, in any judicial or administrative proceeding. 22 Miscellaneous Provisions. 22.1 Disclaimer. Covered Entity makes no warranty or representation that compliance by Business Associate with this Agreement will satisfy Business Associate's business needs or compliance obligations. Business Associate is solely responsible for all decisions made by Business Associate regarding the safeguarding of PHI and other confidential information. ATTACHMENT B I SPECIAL SUBCONTRACTOR REQUIREMENTS (BAA Addendum) Page 26 of 27 22.2 Amendment. 22.2.1 Any provision of this Agreement that is in conflict with current or future applicable federal or state laws is hereby amended to conform to the provisions of those laws. Such amendment of this Agreement shall be effective on the effective date of the laws necessitating it and shall be binding on the parties even though such amendment may not have been reduced to writing and formally agreed upon and executed by the parties. 22.2.2 Failure by Business Associate to take necessary actions required by amendments to this Agreement under Section 22.2.1 shall constitute a material violation of this Agreement. 22.3 Assistance in Litigation or Administrative Proceedings. Business Associate shall make itself and its employees and agents available to Covered Entity at no cost to Covered Entity to testify as witnesses, or otherwise, in the event of litigation or administrative proceedings being commenced against Covered Entity, its directors, officers and/or employees based upon claimed violation of HIPAA that involves inactions or actions by the Business Associate. 22.4 No Third-Party Beneficiaries. Nothing in this Agreement is intended to or shall confer upon any third person any rights or remedies whatsoever. 22.5 Interpretation. The terms and conditions in this Agreement shall be interpreted as broadly as necessary to implement and comply with HIPAA and other applicable laws. 22.6 No Waiver of Obligations. No change, waiver or discharge of any liability or obligation hereunder on any one or more occasions shall be deemed a waiver of performance of any continuing or other obligation, or shall prohibit enforcement of any obligation, on any other occasion. ATTACHMENT B I SPECIAL SUBCONTRACTOR REQUIREMENTS (BAA Addendum) Page 27 of 27 Attachment C Subcontractor Certification Subcontractor Certification Clause CCC 04/2017 CERTIFICATION I, the official named below, CERTIFY UNDER PENALTY OF PERJURY that I am duly authorized to legally bind the prospective Subcontractor to the clause(s) listed below. This certification is made under the laws of the State of California. Subcontractor/Bidder Firm Name Federal ID Number The County of Fresno By (Authorized Signature) ATTEST: BERNICE E. SEIDEL (� Clerk of the Board of Supervisors VI County of Fresno, State of California By- Printed Name and Title of Person Signing Deputy Brian Pacheco, Chairman of the Board of Supervisors of the County of Fresno Date Executed Executed inthe County of /0 - 2 5—2 2 Fresno SUBCONTRACTOR CERTIFICATION CLAUSES PART I - STATEMENT OF COMPLIANCE: Subcontractor has, unless exempted, complied with the nondiscrimination program requirements. (GC 12990 (a-f) and CCR, Title 2, Section 11102) (Not applicable to public entities.) PART II - DRUG-FREE WORKPLACE REQUIREMENTS: Subcontractor will comply with the requirements of the Drug-Free Workplace Act of 1990 and will provide a drug-free workplace by taking the following actions: a) Publish a statement notifying employees that unlawful manufacture, distribution,dispensation, possession or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations. b) Establish a Drug-Free Awareness Program to inform employees about: 1. the dangers of drug abuse in the workplace; 2. the person's or organization's policy of maintaining a drug-free workplace; 3. any available counseling, rehabilitation and employee assistance programs;and, 4. penalties that maybe imposed uponemployees fordrug abuse violations. ATTACHMENT C SUBCONTRACTOR CERTIFICATION C) Every employee who works on the proposed Agreement will: 1. Receive a copy of the company's drug-free policystatement;and, 2. agree to abide bythe terms of the company's statement as a condition of employment on the Agreement. Failure to comply with these requirements may result insuspensionof payments undertheAgreement or termination of the Agreement or both and Subcontractor may be ineligible for award of any future State agreements if the department determinesthat any of the following has occurred:(1)the Subcontractor hasmade false certification,or violated the certification byfailing to carry outthe requirements as noted above.(GC8350 etseq.) NATIONAL LABOR RELATIONS BOARD CERTIFICATION: Subcontractor certifies that no more than one (1)final unappealable finding of contempt of court by a Federal court has been issued against Subcontractor with in the immediately preceding two-year period because of Subcontractors failureto comply with an orderof a Federal court which orders Subcontractor to complywith an order of the National Labor Relations Board. (PCC 10296)(Not applicable to public entities.) SUBCONTRACTS FOR LEGAL SERVICES $50,000 OR MORE-PRO BONO REQUIREMENT Subcontractor hereby certifies that subcontractor will comply with the requirements of Section 6072 of the Business and Professions Code, effective January 1,2003. Subcontractor agrees to make a good faith effort to provide a minimum number of hours of pro bono legal services during each year of the Agreement equal to the lessor of 30 multiplied by the number of full-time attorneys in the firm's offices in the State, with the number of hours prorated on an actual day basis for any Agreement period of less than a full year or 10% of its Agreement with the State. Failure to make a good faith effort may be cause for non-renewal of a state contract for legal services and may be taken into account when determining the award of future contracts with the State for legal services. SWEATFREE CODE OF CONDUCT: a. All Subcontractors contracting for the procurement or laundering of apparel, garments or corresponding accessories, or the procurement of equipment, materials, or supplies, other than procurement related to a public works Agreement, declare under penalty of perjury that no apparel, garments or corresponding accessories, equipment, materials, or supplies furnished to the state pursuant to the Agreement have been laundered or produced in whole or in part by sweatshop labor, forced labor, convict labor, indentured labor under penal sanction, abusive forms of child labor or exploitation of children in sweatshop labor, or with the benefit of sweatshop labor, forced labor, convict labor, indentured labor under penal sanction, abusive forms of child labor or exploitation of children in sweatshop labor. The subcontractor further declares under penalty of perjury that they adhere to the Sweatfree Code of Conduct as set forth on the California Department of Industrial Relations website located at www.dir.ca.gov and Public Contract Code Section 6108. a. The subcontractor agrees to cooperate fully in providing reasonable access to the subcontractor's records, documents, agents or employees, or premises if reasonably required by authorized officials of the contracting agency, the Department of Industrial Relations, or the Department of Justice to determine the subcontractor's compliance with the requirements under paragraph (a). DOING BUSINESS WITH THE STATE OF CALIFORNIA The following laws apply to persons or entities doing business with the State of California. ATTACHMENT C SUBCONTRACTOR CERTIFICATION LABOR CODE/WORKERS COMPENSATION: Subcontractor needs to be aware of the provisions which require every employer to be insured against liabilityfor Worker's Compensation orto undertake self-insurance in accordance with the provisions, and Subcontractor affirms to comply with such provisions before commencing the performance of the work of this Agreement. (Labor Code Section 3700) AMERICAN WITH DISABLITIES ACT: Subcontractor assuresthe State that it complies with the Americans with Disabilities Act(ADA) of 1990, which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA.(42 U.S.C. 12101 et seq.) SUBCONTRACTORS NAME CHANGE: An amendment is required to change the Subcontractor's name as listed on this Agreement. Upon receipt of legal documentation of the name change the State will process the amendment. Payment of invoices presented with a new name cannot be paid prior to approval of said amendment. CORPORATE QUALIFICATION TO DO BUSINESS IN CALIFORNIA: a) When agreements areto be performed in the state by corporations, the contracting agencies will be verifying that the subcontractor is currently qualified to do business in California in order to ensure that all obligations due to the state are fulfilled. b) "Doing business" is defined in R&TC Section 23101 as actively engaging in any transaction for the purpose of financial or pecuniary gain or profit. Although there are some statutory exceptions to taxation, rarely will a corporate subcontractor performing within the state not be subject to the franchise tax. c) Both domestic and foreign corporations(those incorporated outside of California) must be in good standing in order to be qualified to do business in California. Agencies will determine whether a corporation is in good standing by calling the Office of the Secretary of State. RESOLUTION: A county, city,district, or other local public body must provide the State with a copy of a resolution, order, motion, or ordinance of the local governing body which by law has authority to enter into an agreement, authorizing execution of the agreement. AIR OR WATER POLLUTION VIOLATION: Under the State laws. the Subcontractor shall not be:(1) in violation of any order or resolution not subject to review promulgated by the State Air Resources Board or an air pollution control district; (2) subject to cease and desist order not subject to review issued pursuant to Section 13301 of the Water Code for violation of waste discharge requirements or discharge prohibitions; or(3)finally determined to be in violation of provisions of federal law relating to air or water pollution. PAYEE DATA RECORD FORM STD. 204: This form must be completed by all subcontractors that are not another state agency or other government entity. 1.CALIFORNIA CIVIL RIGHTS LAWS: For Agreement executed or renewed after January 1, 2017, the subcontractor certifies compliance with the Unruh Civil Rights Act(Section 51 of the Civil Code) and the Fair Employment and Housing Act (Section 12960 of the Government Code); and 2.EMPLOYER DISCRIMINATION POLICIES For Agreements executed or renewed after January 1, 2017, if a con Subcontractor has an internal policy against a sovereign nation or peoples recognized by the United States government, the Subcontractor certifies that such policies are not used in violation of the Unruh Civil Rights Act(Section 51 of the Civil Code) and the Fair Employment and Housing Act(Section 12960 of the Government Code). ATTACHMENT C SUBCONTRACTOR CERTIFICATION Behavioral Health Continuum Infrastructure Program (BHCIP) Behavioral Health County and Tribal Planning Grant STATEMENT OF WORK (SOW) Planning SOW Start Date: January 3, 2022 Planning SOW End Date: December 16, 2022 Agency Name: County of Fresno Item Billing Description/Deliverable Amount Due Code Date 1. Period 1 Initial Planning Activities $60,000.00 2/1/22 1/3/22- a. Complete BHCIP grantee contact 2/1/22 information survey b. Submit executed subcontract to AHP 2. Period 2 Planning Activities $60,000.00 7/31/22 2/2/22— 7/31/22 a. Engage and coordinate with stakeholders. b. Develop a plan with goals, objectives, and strategies for building behavioral health facility capacity, to include: identification of project lead, description of goals, time- oriented objectives and strategies, a description of the infrastructure barriers, strategies and solutions, an outline of partnerships for implementation, staffing plan strategies, list of required resources and plans to acquire said resources ("Action Plan"). The Action Plan shall be submitted no later than 12/16/22. Approval by AHP is required prior to any additional predevelopment activities being performed. c. Draft Interim Report, as required by AHP d. Attend coaching calls and quarterly TA activities ("Quarterly Activities"), as scheduled by AHP. Submit • Interim Report for Period 1 (1/3/22-2/l/22) and Period 2 (2/2/22-7/31/22 utilizing AHP template ATTACHMENT D STATEMENT OF WORK Period 3 Planning Activities $30,000.00 12/16/22 3. 8/1/2022- 12/16/22 a. Engage and coordinate with stakeholders b. Attend Quarterly Activities, as scheduled by AHP c. Draft Final Report as required Submit • Action Plan for approval utilizing template provided by AHP • Final Report to include any predevelopment activities, if applicable, utilizing template provided by AHP CONTRACT TOTAL $150,000.00 ATTACHMENT D STATEMENT OF WORK ATTACHMENT E PAYMENT SCHEDULE SUBCONTRACTOR FUNDING/BUDGET County of Fresno Quarter#/Date Range Invoice Description Amount of Invoice Period 1: 01/3/22—2/1/22 Progress Report detailing progress made $60,000.00 towards Deliverable 1 Period 2: 2/2/22—7/31/22 Progress Report detailing progress made $60,000.00 towards Deliverable 2 Period 3: 8/01/22— 12/31/22 Progress Report detailing progress made $30,000.00 towards Deliverable 3 otal Deliverables and Other Directs $150,000.00 ATTACHMENT E PAYMENT SCHEDULE