Downey City Council
September 13, 2022

• • •-: •- r : - • •
FROM: OFFICE OF
BY: LESLIE R. MURRAY, CHIEF OF •
The grant provides funding for behavioral health mobile crisis and non -crisis services consisting •

1. Equipment a• Property ' 0/I' 1/
Consisting of emergency food and shelter vouchers, as well as blankets and clothing

2. Co -response Intervent•ns - $367,200.00
Funding for the use of Liberty Ambulance ($24,000 for the grant period) for sa transportationof • • • from a mental health - • for Los• l:., Coun Department of Mental Health clinician(s) for up to nine hundred twenty (920) hours p quarter ($343,000 for the grant period). I
Training -

3. i t * 0:

Provides for mental health training for officers and mental health clinicians, which shall serve as a train -the -trainer • other officers.

ACCEPTANCE OF ADVOCATES FOR HUMAN POTENTIAL, INC. GRANT SEPTEMBER 13,2022
Ikuality • Life, Neighborhood & Infrastructure
Public Engagement
Fiscal Responsibility

FISCAL IMPACT
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DocuSign Envelope ID: 86181 CC9-B33A-4278-A15F-AC6A223E8684 avo arr Mu' � CT ,� •r
EEMENT

SUMMARY COVER SHEET
• • ! 1 +' MOBILE CRISIS-131-IJIS-Cityof • 1
Subcontract Effective February 1, 2022
Date:

Contractor: ADVOCATES FOR HUMAN POTENTIAL, INC. ( )
490-B Boston Post Road, Sudbury, MA 01776-3365
Tel: (978) 443-0055 ♦ Fax: (978) 261-1467
AHP Contracting Officer: Charles Galland, COO
coal la ndahonet.com/978-261-1425
AHP ProjectDirector: Monica Reeves
131 N. El Molino, Suite 30
Pasadena, CA 91101
Tel: 978-261-1483 (o)/ rnreeves0phoret.com:

AHP Direct to Contact: Monica Reeves
Tel: 978-261-1483 (o)/ mreeves hnet.co
Subcontractor: CITY OF DOWNEY("CITY OF D NEY")
ATT: Leslie Murray, Chief of Police
11111 Brookshire Ave, Downey, CA 90241
Email address: L urr ya-o n yc .o[g
Prime Contract Client: California Department of Health Care Services Identification: Agreement .:21-10349
Contract Title: `Behavioral Health Mobile Crisis and Non -Crisis Services (Mobile Crisis)"
Subcontract Tvoe. Deliverable Based Tvpe Contract
Period of •rmance- February 15, 2022• • _•
Con side ratio n/Budget: Professional Services NTE $409,656.00 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: 86181CC9-B33A-4278-A15F-AC6A223E86B4 ZTD191131TIF, 11��! �; — 1111 i 150
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 CITY OF DOWNEY, with offices at 11111 Brookshire Ave, Downey, CA 90241 ("CITY OF DOWNEY" or "Subcontractor").

WITNESSETH:

WHEREAS, AHP desires to obtain the Subcontractor's services to support "Behavioral Health Mobile Crisis and Non -Crisis Services (Mobile Crisis)" Project No., 21-10349 (the "Prime Contract") under Subcontract ID: 7460-CA MOBILE CRISIS- BHJIS-City of Downey-01 G, hereinafter the "Subcontractand the Subcontractor desires to assist AHP in its business by performing such services-, Lai slor-Al 1111q9r. IM0161"W-41MI 11 0 0 - 6 0.1 .0
This Subcontract, and its Attachments, ("Agreement") constitutes the entire 2greement and understanding between the parties as to the matters set forth herein. It r,upersedes all prior understandings, written or oral, between the parties with respect to ihe 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.

W811,110AMM I T ,

C HARLES GALLAND, CHIEF

OPERATING OFFICER
Date: 8 24/2022
Representative
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11 DocuSign Envelope ID: 86181CC9-B33A-4278-A15F-AC6A223E86B4 MICK01AUITOTARTM
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11 DocuSign Envelope ID: 86181CC9-B33A-4278-A15F-AC6A223E86B4 "I -- - - - -•
. .......... . .... .. .. .. .

11 DocuSign Envelope ID: 86181CC9-B33A-4278-A15F-AC6A223E86B4 k Eum"No. "I Ifiltel
This Agreement is funded in whole or in part with funds from AHP's client, State of CA Department of Health Care Services ("DHCS" or "Client") which includes funding through DHCS's "Behavioral Health Mobile Crisis and Non -Crisis Services (Mobile Crisis)." Neither the Client (nor the US Government), nor any of its departments, agencies, or employees is or will be a party to this Agreement or any lower -tier subcontract. No privity between the Client, (or the US Government), and Subcontractor is established by this Agreement.

Except as authorized by AHP, Subcontractor shall not communicate with the Client/US Government regarding any matter which is within the scope of AHP's responsibility under the Prime Contract, or regarding matters within the scope of this Agreement.

Authorization by AHP shall not be unreasonably withheld. In addition, Subcontractor shall not communicate with the Client/US Government regarding any matter of dispute with AHP, which shall be resolved strictly through the Disputes provisions of this Subcontract.

2.1 lygo 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 Fundinq
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 a I location s/budget, specified in Attachment E.

This Subcontract is entered into, and the obligation of funds is made, based upon the appropriation under the Prime Contract. Should this appropriation or any funds allocated to the Prime Contract be reduced subsequent to this Agreement, or should the scope of the work, or Statement of Work be redirected by the Client so as to affect the work envisioned to be subcontracted, AHP shall have the right to renegotiate this Agreement or to effect a termination (at its discretion) pursuant to the termination section of this Agreement.

2.3 This Agreement hereby incorporates by reference the Application by Subcontractor as well as Notice of Funding Opportunity.

Total funds currently available for payment and allotted to this Agreement are FOUR

HUNDRED NINE THOUSAND SIX HUNDRED FIFTY SIX DOLLARS AND NO CENTS ($409,656.00).

3.1 Period of Performance
The Base performance period is February 15, 2022 through February 14, 2023, 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/

11 DocuSign Envelope ID: 86181 CC9-B33A-4278-Al 5F-AC6A223E86B4 KnolTs, or reasonaD I
condition is delaying, or threatens to delay, the timely performance of work, it shall, within five (5) calendar days, provide AHP with written notice, including all relevant information with respect to the conclition(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 DeliVent 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 All deliverables shall be submitted as directed by the Project Director. In no event shall Subcontractor submit a deliverable directly to the Client/US Government, unless specifically directed to do so by the Project Director or his/her designee.

Upon request, a copy of all written deliverables shall also be delivered to..

Mr. Charles Galland, Chief Operating Officer, General Counsel Advocates for Human Potential, Inc.
490-B Boston Post Road, Sudbury, MA 01776

3.4 Instvgbonand Ad662blnce
(a) Inspection and acceptance of work will be made by the AHP Project Director, or his/her duly authorized representative. The responsibilities of the AHP Project Director includes continuous monitoring of Subcontractor's performance and providing technical inspection and acceptance as required under the Prime Contract. (b) Inspection and acceptance will be performed at Advocates for Human Potential, Inc., 490-B Boston Post Road, Sudbury, MA 01776, or at such other place(s) as AHP may designate in writing.
(c) Subcontractor shall tender for acceptance those items that conform to the requirements of this Agreement. AHP reserves the right to inspect or test any supplies or services tendered under this Agreement, to the extent practicable at all reasonable places and times. The Client also has the right to inspect and evaluate the work performed or being performed under this Agreement. Inspections and tests will be performed in a manner that will not unduly delay the work. AHP may require repair or replacement of non -conforming supplies or re -performance of nonconforming services at no increase in contract price. Upon submission, AHP shall have ten (110) 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 1 0-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.

11 DocuSign Envelope ID: 86181 CC9-B33A-4278-Al 5F-AC6A223E86B4 • 11'1
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 Aftachment D.
(a) 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 acceptanc(& of the deliverables, AHP shall pay the Subcontractor in accordance with the payment provisions of this Agreement.
(a) Travel Z is F-1 is not authorized under this Agreement. (b) If travel is authorized above, refer to Travel Reimbursement Information in Attachment B-Special Subcontract Requirements.

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 condons of this Agreement - Mr. Charles Galland, Chief Operating Officer, General Counsel Advocates for Human Potential, Inc.
490-B Boston Post Road, Sudbury, MA 01776
Pgalland0ahonet.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 directi f. nd guidance:

Monica Reeves, Project Director
Advocates for Human Potential, Inc.
131 N. El Molino, Suite 380
Pasadena, CA 91101
978-261-1483
rrtre�•hplqeittom

11 DocuSign Envelope ID: 86181 CC9-B33A-4278-A15F-AC6A223E86B4 (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-
(b) The following individual is designated as Subcontractors Project Manager for Aiurposes of administering this Agreement:
5B Ed 4 511•
and/or under the Federal Acquisition Regulation ("FAR") if specified. (b) Invoices may •' submitted quarterly, as per payment schedule and shall provide sufficient detail, including at least the following information on each invoice:
i. Subcontractor's name
Subcontractor's TIN/EIN'
iii. Subcontract Agreement ID: 7460-CA MOBILE CRISIS-BHJIS-City of Downey-01 G
• No.
v. Invoice date
vi. AHP's; Project & Billing Number(s) applicable to the tasks/deliverables invoiced, as per the Statement of Work attached
Amount Due • the Invoice.
viii. Other substantiating documentation or information as may be requested by AHP
ix. An original signature • an authorized • • 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 • in the Agreement between the •.
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 • •' sent.
. ...... ..... ....

II
DocuSign Envelope ID: 86181CC9-B33A-4278-A15F-AC6A223E86B4 e 8 of 20 7460-CA MOBILE CRISIS-BHJIS-City of Downey-01 G

11 DocuSign Envelope ID: 86181 CC9-B33A-4278-Al 5F-AC6A223E86B4 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 ,�ualifications, 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.
(a) AHP may at any time make unilateral changes, within the general scope of this Agreement, in the definition, time of performance, or quantity of services to be performed.
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/ DHCS will advise the applicant orally, by fax, email or in writing of any documentatio that is required and the submission timeline. Failure to submit the required documentation by the date and time indicated may cause DHCS to deem a respons nonresponsive and eliminate it from further consideration. I 411111, 1111111111, 0 1 ffilmuev��
(a) Non -Disclosure of Confidential (Proprietary) Information.- During the term of this Agreement, Subcontractor and its employees, consultants and/or lower tiered subcontractors, may receive or have access to data and information that is proprietary to AHP, DHCS, including the identity of AHP and/or DHCS clients or grantees. All such data and information made available to, disclosed to, or otherwise made known to Subcontractor, its employees, consultants and/or lower tiered subcontractors as a resuh, 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

11 DocuSign Envelope ID: 86181 CC9-B33A-4278-A15F-AC6A223E86B4 (a) All writings or works of authorship, ideas, discoveries, inventions, patents, products, or other information, including without limitation, specifications, program codes, source code, framework, JAR files, ZIP files, Library's files, scripts, and all related documentation, data or technical information produced or authored by the Subcontractor or any of its employees in the course of performing the work hereunder, together with any copyright, trademarks (including goodwill), and any other rights in intellectual property and rights in the physical embodiment in the same ("Works"), are works made for hire and the property of DHCS. To the extent that any Works may not, by operation of law, be works made for hire, this Agreement will constitute an irrevocable assignment by the Subcontractor to DHCS of the ownership of, and all rights of copyright, trademarks (including goodwill), and any other rights in intellectual property and rights in the physical embodiment of the Works, and DHCS will have the right to obtain and hold in its name all registrations which may be available in the Works. Subcontractor agrees to give DHCS or its designees all assistance reasonably required to perfect such rights. The Subcontractor will turn over all Works to DHCS or its designee when the Subcontractor ceases to perform services for AHP or upon AHP's earlier request.
(b) In performing services under this Agreement, Subcontractor will not design or develop any items that infringe one or more patents or other intellectual property rights of any third party. If Subcontractor becomes aware of any possible infringement in the course of performing the Work, Subcontractor shall immediately so notify AHP in writing.
(c) This Section is subject to any contrary or additional provisions contained in the SPECIAL SUBCONTRACT TERMS AND CONDITIONS, or under FAR clause 52.227- 14, Rights in Data, together with any Alternates, if specified. wirm;i 111 �� � rii, 111I�� 0 0 ;
(a) AHP, or at the direction of the Prime Contractor, may terminate 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), the agreement may be terminated. Upon notification or any time during the Remedy Period, Subcontractor may request additional time in order to cure the default and so long as Subcontractor is working in Good Faith and Prime Contractor approves, the cure period may be extended to at least thirty (30) business days.
(b) In the event that this Agreement is terminated for cause pursuant to Paragraph (a) above, then the Prime Contractor nor AHP shall not be liable for any work that is not performed in accordance with the Subcontract. The Prime Contractor through AHP will pay the Subcontractor for work that has been performed in accordance with this Subcontract and the Subcontractor shall transfer to the Prime Contractor or AHP all work that has been completed and paid for under this Agreement.

11 DocuSign Envelope ID: 86181CC9-B33A-4278-A15F-AC6A223E86B4 (c) This Agreement may be terminated immediately upon notification by either party following a material breach of this Agreement.

Ugft!l 1,, 911010191

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. These authorities include, but are not limited to, Title 42, United States Code (USC) Chapter 6A Part B and Title 45, Code of Federal Regulations (CFR) Parts 75 and is

11.2 AHP may perform inspections, review procedures, documents pertaining to the Statement of Work and other elements of this Agreement, perform onsite visits, desk reviews in order to ensure Subcontractor complies with 11. 1 and 11.2 as well as protect against fraud, waste, and abuse.

11.3 In the event Contractor does not comply with 11. 1 and 11.2 above, AHP shall hold Subcontractor in non-compliance under Section 10.

11.4 DHCS or AHP shall review Subcontractor's records to ensure funds were properly used.
1:14 V ;us V

12.1 a. Planning Grants
Subcontractor must submit substantiating documentation of their efforts througho the contract period, which may include implementation/action plan drafts and community needs assessments.
b. Implementation Grants
Subcontractors for Implementation Grants must include data on the performance measures idented in their contracts. Potential performance measures include:
• The number of individuals served/impacted by each CCIVIU • Percentage treated and released by CCMU
• Percentage referred to services in the community
• Percentage admitted to psychiatric hospital
• Percentage involuntarily admitted to hospital
• Percentage taken to the Emergency Department
• Average and median response time of each CCIVIU
• Primary diagnoses of clients served
• Primary reason for CCM#1 dispatch
o e.g., Risk of self -harm, risk of violence to others, other erratic behavior • Percentage with co-occurring mental health and substance use disorder diagnoses • Health insurance statuses of clients served
• Number of CCMU dispatches
o Percent of all crisis calls (911 or other) resulting in CCMU dispatch • Number of initial mental health or substance use calls routed through police to CCIVIU • Number of crisis calls when CCMU engages/requests police response • Demographic data of clients served:
o Number of clients served who are aged 5 and under/5-9/10-14/15-19/20- 25/26- 34/35-44/45-54/55-64/65-74/75-84/85 and over/unknown

Envelope ID: 86181 CC9-833A-4278-A15F-AC6A223E8684
o Number of clients served who are male/female/transgender/non-binary or gender queer/unknown
o Number of clients served who are American Indian or Alaska Native/Asian American/ Black or African American/Native Hawaiian or Pacific Islander/More than one race/Wh ite/u n known
• Number of clients served who are Latinx or Chicanx or Hispanic/Not Latinx or Chicanx or Hispanic/unknown
• Number of clients served who speak a language other than English at home • Percentage of individuals who receive crisis follow-up care within 48 hours • Percentage of families engaged collaboratively in the crisis intervention process • Percentage of crisis encounters resolved successfully within two hours • Satisfaction with services (how likely are they to recommend)

12.2 Monitoring and Site Inspection
a. The Subcontractor shall be subject by AHP for compliance with the provisions of this Agreement. Such monitoring activities shall include, but are not limited to, inspection of the Subcontractor's services, procedures, books, and records, as AHP deems appropriate. AHP may conduct monitoring activities at any time during the Subcontractor's normal business hours.
b. AHP shall conduct a review of the Subcontractor's records to determine if any of the claimed expenditures were an improper use of grant funds. c. The refusal of Subcontractor to permit access to physical facilities and/or inspection of any documents, files, books, or records necessary for AHP to complete its monitoring and inspection activities constitutes an express and immediate material breach of this contract and will be a sufficient basis to terminate the contract for cause.
506contractor warranTs7MA-9'UggrM7t7Knoiiieage =i, Flere are no relevant facts or circumstances which could give rise to an organizational conflict of interest, ("OCI") as defined in FAR Subpart 9.5, or that Subcontractor has disclosed all such relevant information, and will disclose any actual or potential OCI that is discovered, including a description of activities that Subcontractor has taken or proposes to take, after consultation with the AHP Contracting Officer, to avoid the conflict. During the term of this Agreement, Subcontractor shall not enter into other contracts or arrangements or otherwise engage in work that will conflict with the parties' relationship of trust and cooperation or that may otherwise conflict with the Subcontractor's obligations.

11 DocuSign Envelope ID: 86181 CC9-B33A-4278-A15F-AC6A223E86B4

OR VIOL,

11 DocuSign Envelope ID: 86181CC9-833A-4278-A15F-AC6A223E86B4 77ATI r T _WM_ rIt L - ive �FA �_i _f lye, W? 21
insurance policy.
4" WeIII l ii I I � 1 � 11 � � III ki •
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(a) Subcontractor shall indemnify and hold harmless AHP and DHCS and its officers, =ployees and agents for any costs and expenses incurred, including reasonable 2ttorneys'fees, judgments, settlements or penalties, against all liabilities, claims, suit temands or liens for damages to persons or property, ("Claims"), (unless such Claim arise from the gross negligence or willful misconduct of AHP), arising out of, resultin from, or relating to, the following-
• Any act, omission, or statement of the Subcontractor, or any person employed by or engaged under contract with the Subcontractor that results in injury (including death), loss, or damage to any person or property',
• Any failure on the part of the Subcontractor to comply with applicable government requirements and requirements of law;
• the failure to maintain the insurance policies required by this section or the work performed, inclusive of Intellectual property infringement, if applicable, under this Subcontract. Insurance coverage that may be required shall in no way lessen or limit the liability of Subcontractor under the terms of this obligation. • Any failure on the part of the Subcontractor to satisfy all claims for labor, equipment, materials and other obligations relating to the performance of the work hereunder;
• Any actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this Agreement, provided the Subcontractor is reasonably notified of such claims and proceedings-, and
• Any actual or alleged unauthorized use or disclosure of any trade secret, confidential information or other proprietary interest, Work product, or other information owned by the Government, Client or AHP under the terms of this Agreement.
(b) Subcontractor shall indemnify under this clause for any of the above acts attributable to its employees, consultants, agents, and/or lower -tiered subcontractors engaged in performance of the work under this Agreement.
(c) This indemnification shall survive the expiration or termination of the Agreement.

16.1 Disputes
The P ies shall attempt in good faith to resolve any dispute arising out of or relating t 0 this Agreement by negotiation. If the Parties are unable to resolve the dispute by negotiation, they may endeavor to resolve the dispute by litigation. The Agreement will be governed and construed in accordance with the laws of the State of California. Any action arising out of this Agreement must be commenced in the state courts ol I - .*age 15 of 20 7460-CA MOBILE CRISIS-BHJiS-City of Downey-OIG

Envelope ID: 86181CC9-B33A-4278-A15F-AC6A223E86B4
of California, County of Los Angeles, and each Party hereby consents to the jurisdiction of the above • in any such action.

16.2 Agplitable Laws
Subcontractor agrees to comply with the applicable provisions of Federal, State and • laws • 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 • the State • California shall .•pl exclusive • that ••• • laws • as • of law. This Section shall survive the expiration • termination • the Agreement.

By signature to this Agreement, Subcontractor makes the following Representations • Certifications:
(a) Debarment and Suspension- Neither Subcontractor nor any of its principals is presently debarred, suspended, proposed for debarment, declared ineligible nor voluntary excluded by any Federal department or agency from participating in transactions. Any change in the debarred or suspended status of the Subcontractor during the life of this Subcontract will be reported immediately to AHP. Subcontractor shall incorporate this Debarment and Suspension certification into any subcontract that they may enter into as a part • this Subcontract.
(b) Prohibition To Perform Duties- Subcontractor is not prohibited, precluded, or restricted from performing the duties required under the Statement of Work, due to previous employment obligations, restrictions, commitments, or agreements Subcontractor has with any other federal, state, and local government agency. (c) Federal Civil Rights Act/Equal Opportunity: Subcontractor will conform to the provisions of Title V1 of the Federal Civil Rights Act of 1964, section 2000d as 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

Envelope ID: 86181 CC9-B33A-4278-A15F-AC6A223E86B4
people with disabilities. California Government Code Sections 7405 and 11135 codifies section 508 of the Rehabilitation ACT of 1973 requiring accessibility of EIT. (f) Employee Compliance- Subcontractor will require all employees, entities and individuals providing services in connection with the performance of this Subcontract to comply with the provisions of this Agreement and with all Federal, State, and local laws and regulations in connection with this work.
(g) Code of Ethics: Subcontractor has a Code of Ethics addressing at least the fifill,tWiNg 2re2s- 2ccyr2te 2CCIVAtiAS recti4s 2-.kt reA*kiA,,S- gifts,2,x4 exteAt2iAmext tit, Government customers; hiring of former government employees, protection of Government proprietary and source selection information; extending and receiving business courtesies; and personal and organization conflicts of interest. (h) Age Discrimination Act of 1975 (45 CFR Part 90)
(i) Section 1557 of the Affordable Care Act.
0) Trafficking Victims Protection Act of 2000 (22 USC 7104(G), as amended and 2 CFR Part 175
(k) Clean Air Act (42 USC 7401-7671q) and the Federal Water Pollution Control ACT (33 USC 1251-1387), as amended.
(1) Byrd Anti -Lobbying Amendment (31 USC 1352)- The Subcontractor shall certify to DHCS that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an office or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 USC 1352. The Subcontractor shall also disclose to 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.
(n) Certification and Attestation: As a requirement to be eligible for PWI grant funding, the Subcontractor attested to its eligibility to receive funding in an Attestation Letter.

Any misrepresentation contained within the Attestation Letter shall be considered a material breach.
(o) Standard Funding Restrictions: Exceed Salary Limitation: The Consolidated Appropriations Act, 2016 (Pub. L.1 13- 76) signed into law on January 10, 2016, limits the salary amount that may be awarded and charged to SAMHSA grants and cooperative agreements. Award funds may not be used to pay the salary of an individual at a rate in excess of Executive Level 11. The Executive Level 11 salary can be found in SAMHSA's standard terms and conditions for all awards at �-,Mp.iw_sambsa. aDv/prants/o rants m an -award-noa/standard-terms- ,, _--agement/notice
conditions. This amount reflects an individual's base salary exclusive of fringe and any income that an individual may be permitted to earn outside of the duties to the applicant organization. This salary limitation also applies to sub award s/subcontracts -- ---------------- ----

11 DocuSign Envelope ID: 86181CC9-B33A-4278-A15F-AC6A223E86B4 under a SAMHSA grant or cooperative agreement. The Federal Executive Level 11 Salary Cap is currently $199,300.
• Pay for any lease beyond the project period.
• Pay for the purchase or construction of any building or structure to house any part of the program.
- Make direct payments to individuals to enter treatment or continue to participate in prevention or treatment services.
- No out-of-state travel is permitted with these funds. *SAMHSA funds were granted to the State and all funding restrictions are applicable to this funding opportunity and all sub -contracts.
a. The Subcontractor shall retain all financial records, supporting documents, statistical records, and all other records pertinent to the grant in accordance with 45 CFR section 75.361.
b. AHP, SAMHSA, the Inspector General, the Controller General and DHCS, or any of its authorized representatives, have the right to access any documents, papers, or other records of the Subcontractor which are pertinent to the grant, for the purpose of performing audits, examinations, excerpts, and transcripts.

The right to access records also includes timely and reasonable access to the Subcontractor's personnel for the purpose of interview and discussion related to the requested documents.
c. The right to access records is not limited to the required retention period but lasts as long as the records are retained by the Subcontractor.

MEW I I I 111 1 i ; �� ��� q � �� ir i I q• 11, p� 6121ZIra'I 0 a. Invoices, received from a Subcontractor and accepted and/or submitted for payment by AHP, shall not be deemed evidence of allowable agreement costs. b. The Subcontractor shall maintain for review and audit and supply to AHP upon request, adequate documentation of all expenses claimed pursuant to this Agreement to permit a determination of expense allowability. c. If the allowability or appropriateness of an expense cannot be determined by AHP because invoice detail, fiscal records, or backup documentation is nonexistent or inadequate according to generally accepted accounting principles or practices, all questionable costs may be disallowed and payment me be withheld by AHP. Upon receipt of adequate documentation supporting a disallowed or questionable expense, reimbursement may resume for the amount substantiated and deemed allowable.
d. If Travel is a reimbursable expense, receipts must be maintained to support the claimed expenditures. For more information on allowable travel and per them expenses and required documentation, see Attachment 13, "Travel e 18 of 20 7460-CA MOBILE CRISIS-BHJIS-City of Downey-OIG

11 DocuSign Envelope ID: 86181 CC9-B33A-4278-Al 5F-AC6A223E86B4 e. Costs and/or expenses deemed unallowable are subject to recovery by AHP.

See Section 20 Recovery of Overpayments" for more information. f. County organizations may utilize their existing DHCS certified indirect cost rates per Behavioral Health Information Notice 20-020.
gil ir 1; 1
J, I A iI
a. Subcontractor agrees that claims •.• upon a contractual agreement • 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 • the full amount • the audit exception within 30 days following AHP request for payment,

2. A repayment schedule which is agreeable to both AHP and the Subcontract. b. AHP reserves the right to select which option will be employed and 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 30 days after the Subcontractor's receipt of AHP's demand for repayment.
d. If the Subcontractor has filed a valid appeal regarding the report of audit findings, recovery of the overpayments will be deferred until a final administrative decision on the appeal has been reached. If the Subcontractor loses the final administrative appeal, the Subcontractor shall repay, to AHP, the over -claimed or disallowed expenses, plus accrued interest. Interest accrues from the Subcontractor's first receipt of AHP's notice requesting reimbursement of questioned audit costs or disallowed expenses.

E���:Jqadgg
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.
. . ....... . .. .. ................. .......
.,'age 19 of 20 7460-CA MOBILE CRISIS-BHJIS- City of Downey-01-8

II
DocuSign Envelope ID: 86181CC9-B33A-4278-A15F-AC6A223E86B4 THIS AGREEMENT CONSISTS OF TWENTY (2) TYPEWRITTEN PAGES, TOGETHER

WITH THE ATTACHMENTS IDENTIFIED BELOW, WHICH ARE HEREBY INCORPORATED INTO THIS AGREEMENT.

LIST OF ATTACHMENTS
TITLE No. of PAGES
Aftachment A —Standard Subcontract Terms and Conditions 1 Aftachment B—Special Subcontractor Terms and Conditions 30 Aftachment • • i of is
Schedule
Affachment O Sanction Notificatio-ii

Envelope ID: 86181CC9-B33A-4278-Al5F-AC6A223E86B4
o. The Subcontractor will not discriminate against any employee orapplicant for employment because of race, color, religion, sex, national origin, physical or mental handicap, disability, age or status as e disabled veteran or veteran of the Vietnam ere. The Subcontractor will bake affirmative action tuensure that qualified applicants are employed, and that employees are treated during emp|oyment, without regard to their race, co|or, ne/igion, aex, national origin, physical or mental handioop, diaabi|ity, age or status as a disabled veteran or veteran of the Vietnam era. Such action shall inc|ude, but not be limited to the following: emp|oyment, upgnoding, demotion or transfer; recruitment or recruitment advertising; layoff ortermination; rates of pay orother forms of compensation; and career development opportunities and selection for training, including apprenticeship. The Subcontractor agrees to post in conspicuous p|acee, 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 douee. Section 503 of the Rehabilitation Ant of 1973 and the affirmative action clause required bythe Vietnam Era Veterans' Readjustment Assistance Act of1874(38W.G.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 nntheir race, no|or, re|igion, aex, national origin physical or mental handinep, dioabi|ity, age or status as m disabled veteran or veteran of the Vietnam era and the rights of applicants and employees.

The Subcontractor will, in all solicitations oradvancements for employees placed by or on behalf ofthe Subcontractor, state that all qualified applicants will receive consideration for employment without regard to nane, co|or, re|igion, uex, 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 ocollective bargaining agreement orother contract orunderstanding enotice, 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 ofand furnish all information and reports required by Section 503 of the Rehabilitation Act of 1973. as amended, the Vietnam Era Veterans' Readjustment Assistance Act of1g74(38USC4212)and ofthe 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 Opportunib/. Department of Labor," and of the ru|eo, regu|ationo, and relevant orders of the Secretary ofLabor.
e. The Subcontractor will furnish all information and reports required by Federal Executive Order No. 11246eoamended, including by Executive Order 11375, 'Amending Executive Order 11246 Relating to Equal Employment Opportunity,' and as supplemented by regulation at 41 CFR port 60. ^{)ffioe of Federal Contract Compliance Pnognams, Equal Employment Opportunity, Department of Labor," and the Rehabilitation Act of 1873, and by the nu|es, regu|etions, and orders of the Secretary of Labor, or pursuant thereto, and will permit ocoeeo to its books, reoorda, 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.
[ In the event of the Subcontractor's noncompliance with the requirements of the provisions herein or with any federal ru|eo, reQu|odonu, or orders which are referenced herein, this Agreement may be cance||ed, terminated, or suspended in whole or in pert and the ATTACHMENT B I SPECIAL SUBCONTRACT TERMS AND CONDITIONS Page 1 of 30

11 D.—Sig.. Envelope ID: 86181CC9-B33A-4278-A15F-AC6A223E86B4 Fa - s roMMUMMUTs 11MR111
0 ONN
60, "0 ice 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.

Factor or verioul as a ruslit Of SIMI DRUM1011 Uj; emr, 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. • '�-Wg in, 67n-PT--=
(Applicable if travel and/or per them expenses are authorized to be reimbursed with Agreement funds.)
21`1Q*JAJ41JA1QJ41@1@1 '14
prior authorization from DHCS. Verbal authorization should be confirmed in writing. Written authorization may be in a form including fax or email confirmation-. b­y­AFVet —Or #1 AMR
provided under this Agreement.

MUM=
LTZIT-MIT-2i =111717F. "1177106 "M a - -of
(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 the cost is reimbursed through this Agreement. Software and videos are examples of intangible items that meet this definition.

ATTACHMENT13 I SPECIAL SUBCONTRACT TERMS AND CONDITIONS Page 2 of 30 1

11 onouaignEnvelope ID: mn1o1Cc*onnx-4zro`vloF-ACoAzuasmoB4 with 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 orgnnizodons), whether acting as o oordnootor and/or ouboontnactor, may secure all commodities, supplies, equipment and services related to such purchases that are required in performance ofthis Agreement. Said procurements are subject boParagraphs dthrough hnf Proviminn3. Paragraph c of Provision 3 shall also apply, if equipment/property purchases are delegated to subcontractors that are nonprofit organizations or commercial businesses. o. INTENTIONALLY OMITTED
d. INTENTIONALLY OMITTED
e. For all purchases, the Subcontractor must maintain copies of all paid vendor invoioeo, ducumentm, bids and other information used in vendor se|ection, for inspection or audit.

Justifications supporting the absence of bidding (ie., sole source purchases) shall also be maintained onfile hythe Subcontractor for inspection oraudit. [ AHP may, with cause (e.g, with reasonable suspicion of unnecessary purchases or use of inappropriate purchase pnactioee, etn.), vvithho|d, oence|, modify, or retract the delegated purchase authority granted under Paragraphs b and/or c of Provision 3 by giving the Subcontractor noless than 3Ocalendar days written notice. (Applicable hoagreements hn which equipment/property imfurnished byDHC8and/or AHP when said items are purchased or reimbursed by DHCS with state or federal funds provided under this a. Wherever the henn equipment end/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 EquipmentlPmmperty Receipt -AHP requires the reporting, tagging and annual inventorying of all equipment end/or property that is furnished by AHP or purchased/reimbursed with funds provided through this Agreement.

Upon receipt ufequipment and/or property, the Subcontractor shall report the receipt to the AHP. To report the receipt of said items and to receive property bago. Subcontractor shall use aform orformat designated byAHP. |fthe appropriate form does not accompany this Agreement, Subcontractor shall request a copy from AHP. (2) Annual Equipment/Property Inventory - If the Subcontractor enters into an agreement with a term of more than twelve months, the Subcontractor shall submit an annual inventory of state equipment and/or property to the AHP using a form or format designated by AHP.

If an inventory report form does not accompany this Agnaement. Subcontractor shall request acopy 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).
0W Submit the inventory report toAHP according to the instructions appearing on the ATTACHMENT I -SPECIAL SUBCONTRACT TERMS AND CONDITIONS ;- �'Pege3of3O--

Envelope ID: 86181CC9-833A-4278-A15F-AC6A223E86B4
In!
(c) Contact AHP to learn how to remove, trade-in, sell, transfer or survey off, from thz inventory report, expired equipment and/or property that is no longer wanted, usablz 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.
t. 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.

Within sixty (60) calendar days prior to the termination or end of this Agreement, the 1 W
*107*10011 51TAFFIFROM MM

5. Subcontract Requirements
b. AHP reserves the right to approve or disapprove the selection of subcontractors and with advance written notice, require the substitution of subcontractors and require the Subcontractor to terminate subcontracts entered into in support of this Agreement. (1) Upon receipt of a written notice from AHP requiring the substitution and/or termination of a subcontract, the Subcontractor shall take steps to ensure the completion of any work in progress and select a replacement, if applicable, within *i calendar days, unless a longer period is agreed to by DHCS. lie 01 1 WINE I
16161 V-44 LOIN a IL01kyr. I re -Al A] 62 1 ig! I I I W;.1 I &-I I Lei I wig I gm &1161tm 110 er-Xygi a I I I g I I r.140 0 1 a Im!"! 4! 1 go 101'am N I ATTACHMENT B I SPECIAL SUBCONTRACT TERMS AND CONDITIONS Page 4 of 30

t. 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.
a, 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.
[ The Subcontractor is responsible for all performance requirements under this Agreement even though performance may be carried out through a subcontract. g. The Subcontractor shall ensure that all subcontracts for services include provukon(s) requiring compliance with applicable terms and conditions specified in this Agreement. h. The subcontractor agrees homaintain and preserve, until three years after termination of Agreement No. 21'1O34Q and final payment from AHp.0opermit AHPorDHCSorany duly authorized representative, to have access to, examine or audit any pertinent books, documents, papers and records related to this subcontract and to allow interviews of any employees who might reasonably have information related to such records. i Unless otherwise stipulated in writing by AHP, the Subcontractor shall be the subcontractor's sole point cfcontact for all matters related boperformance and payment under this Agreement.
[ Subcontractor shall, as applicable, advise all subcontractors of their obligations pursuant to the following numbered provisions ofthis Exhibit: 1, 2, 3, 4, 5, G. 7.8, 10. 11, 12, 13, 14, 17. 19, 20, 24, 32 and/or other numbered provisions herein that are deemed applicable.

Unless otherwise stipulated in this Agreement, the Subcontractor agrees that any refunds,nabahae. credita, 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 OHCS.bothe extent that they are properly allocable hocosts for which the Contractor has been reimbursed byAHPunder this Agreement.
e. 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 bohave been incurred in the performance ofthis Agreement, including any matching costs and expenses. The foregoing constitutes "records" for the purpose of this provision.
iz 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 inopecdmn, audit, and reproduction.
c Subcontractor agrees thadAHP. 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 hothe performance nfthis Agreement. Subcontractor agrees toallow the ouditor(o) 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 ATTACHMENT B I SPECIAL SUBCONTRACT TERMS AND CONDITIONS Page 5 of 30

11 DocuSign Envelope ID: 86181CC9-B33A-4278-A15F-AC6A223E86B4 agrees to include a similar right of the State to audit records and interview statY in any subcontract related to performance of this Agreement. (GC 8546.7, CCR Title 2, Section 1896.77)
d. The Subcontractor shall preserve and make available his/her records (1) for a period of three years from the date of final payment under this Agreement, and (2) for such longer period, if any, as is required by applicable statute, by any other provision of this Agreement, or by subparagraphs (1) or (2) below.
(1) If this Agreement is completely or partially terminated, the records relating to the wirk tdf—ininatet shall �e- Ar6s6i%f6f av,,,,f mafe-weaila�la firr "16rittif three years frtm 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, CID 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).

A
- , . 1 4 1 a drrm P
a . It is mutually understood between the parties that this Agreement may have been written before ascertaining the availability of congressional appropriation of funds, for the mutual benefit of both parties, in order to avoid program and fiscal delays which would occur if the Agreement were executed after that determination was made. b. This agreement is valid and enforceable only if sufficient funds are made available to the State by the United States Government for the fiscal years covered by the term of this Agreement. In addition, this Agreement is subject to any additional restrictions, limitations, or conditions enacted by the Congress or any statute enacted by the Congress which may affect the provisions, terms, or funding of this Agreement in any manner. c. It is mutually agreed that if the Congress does not appropriate sufficient funds for the program, the Agreement shall be amended to reflect any reduction in funds. d. AHP and DHCS has the option to invalidate or cancel the Agreement with 30 days advance written notice or to amend the Agreement to reflect any reduction in funds.

11 000vsgnEnvelope ID: mn1o1con'eaax-4ur8-A1oF-AcnAzuoEno8* VfM
a. Ownership
(1) Except where AHP has agreed ina signed writing to accept alicense, AHPmDHCSshall be and remain, without additional compensation, the sole owner of any and all rights, title and interest in all Intellectual Property, from the moment ofcreation, whether ornot jointly nonceived, that are made, oonoeiwed, 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 protectob|* rights and interest such as: patents, (whether or not issued) copyrights, trademarks, service morko, applications for any of the foregoinQ, invenbono, trade aecnats, trade dnmoe. |ognm, inoignia, color oombinaduns, o|ogona, moral righto, right of puWinity, author's rights. contract and licensing rightm, mmrho, mask works, industrial design rights, rights ofpriority, know how, design Ammo, methodo|ogiea, devioes, business prnneeoen, deve|opmente, innovationm, 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 orjurisdiction.
(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 e similar nnture, fi|m, motion pictures, digital immgee, animation neUa, and other audiovisual works including positives and negatives thereof, sound recordings, tapes, educational materials, interactive videos and any other materials or products created, pnzdumad, conceptualized and fixed in a tangible medium of expression. It includes preliminary and final products and any metehoia and information developed for the purposes ofproducing 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 Agneement. Subcontractor may access and utilize certain ofAHP's Intellectual Property inexistence prior hothe effective date ofthis Agreement. Except oeotherwise 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. Exoeptaa otherwise set forth hen*|n. 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 nnoeasen any third -party Intellectual Property that is licensed to AHP.

Subcontractor agrees bnabide by all license and confidentiality restrictions applicable to AHPinthe third'pody'slicense 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 essuhngAHP'a or DHCE; sole rights against third parties with respect to the Intellectual Property, If the Subcontractor enters into any agreements nrsubcontracts with other parties in order to perform this Agn*ement. Subontrnchor ohe|| require the hemna of the Agreement(s) to include all Intellectual Property provisions. Such terms must inc|ude, but are not limited to, the subcontractor assigning and agreeing to assign toAHPand/or OHCS all riQhte, title and interest in Intellectual Property made, conoeived, derived from, orreduced topractice by the euboontrmntor. Contractor or AHP and which result directly or indirectly from this Agreement orany subcontract.
(5) Subcontractor further agrees 1n assist and cooperate with AHP/DHC8 in all reasonable respects, and execute all documents and, subject to reasonable availability, give testimony and take all further acts reasonably necessary toacquire, tronafer, maintain, and enforce ATTACHMENT | SPECIAL SUBCONTRACT TERMS AND CONDITIONS Page 7of3O

II
DocuSign Envelope ID: 86181CC9-B33A-4278-A15F-AC6A223E8684 (1) Except for Intellectual Property made, conceived, derived from, or reduced to practice by Subcontractor or • which result directlyor sirectly from this a• Subcontractor shall retain title to all of its Intellectual Property to the extent such Intellectual Property is in existence prior to the effective date of this Agreement. Subcontractor hereby grants to DHCS, withoutadditional c• • ' • permanent, non-exclusive,• paid -up, is • •irrevocable, perpetual, 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 asi i and interest in the Intellectual Propertyas i any •'.' concepts,know-how, ••i • or techniques'i to its performance under this Agreement, provided that Subcontractor's use does not infringe the patent, copyright, trademark rights, license or other Intellectual Property rights of AHP or third party, or result in a breach or default of any provisions of this Exhibit or result in a breach •': any provisions of • to confidentiality.
• • .
(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 • or -•u. 'i to practice by Subcontractor•I AHP and result directly or indirectly fromAgreement.
-
(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 Contractoror AHP and which result directly or ': • 3mm or larger typeface: "@ [Enter Current Year e.g., 2010, etc.], This material may not be reproduced or disseminated without prior written permission from AHP." This notice should be placed prominently on the materials and set apart from other matter on the page where it appears. Audio productions shall contain a similar audio notice of copyright. from this Agreement, shall include AHP's or DHCS' notice of copyright, which shall read in i i Ili i • •" ' •i.... •' :•'• � • •i::':
•. is r • _ • •. • • i " i i i t •
SPECIALt -ACT TERMS AND CONDITIONS "-_i- 8 of 30

11 DocuSign Envelope ID: 86181CC9-B33A-4278-A15F-AC6A223E86B4 7TTP7__T41U=*
e. Third -Party Intellectual Property
11MROW, -16-1 611191 1 IMINIM19111 Iq 101011040111160M 0 1 a • -In Tae-rrz. pfAl • fa-kWF&1-Cff fLff T's Ler-ti-Oflummr-t is and/or DHCS, without additional compensation, a license, as described in Section b of this provision, for any of Subcontractor's or third-party's Intellectual Property in existence prior to the effective date of this Agreement. If such a license upon the these terms is unattainable, and AHP determines that the Intellectual Property should be included in or is required for Subcontractor's performance of this Agreement, Subcontractor shall obtain a license under terms acceptable to AHP and/or DHCS.
f. Warranties
(1) Subcontractor represents and warrants that:
(a) It is free to enter into and fully perform this Agreement. (b) It has secured and will secure all rights and licenses necessary for its performance of this Agreement.
(c) Neither Subcontractor's performance of this Agreement, nor the exercise by either Party of the rights granted in this Agreement, nor any use, reproduction, manufacture, sale, • 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 • non -disclosure obligation, •: • proprietary right or interest • 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 • any such third party based on an alleged violation of any such right • 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 orshown.
(f) It has not granted and shall not grant to any person or entity any right that would or might derogate, encumber, or interfere with any of the rights granted to AHP or DHCS in this Agreement.
(g) It has appropriate systems and controls in place to ensure that state funds will not be used in the performance of this Agreement for the acquisition, operation or maintenance of computer software in violation of copyright laws. (h) It has no knowledge of any outstanding claims, licenses or other charges, liens, or encumbrances of any kind or nature whatsoever that could affect in any way Subcontractor's performance of this Agreement.
111111 11 - k GEMEMI

11 DocuSign Envelope ID: 86181CC9-B33A-4278-A15F-AC6A223E86B4

PATENT, TRADEMARK, COPYRIGHT OR THE LIKE, NOW EXISTING OR SUBSEQUENTLY ISSUED.
(1) Subcontractor shall indemnify, defend and hold harmless AHP and DHCS and its licensees and assignees, and its officers, directors, employees, agents, representatives, successors, and users of its products, ("Indemnitees") from and against all claims, actions, damages, losses, liabilities (or actions or proceedings with respect to any thereoo, 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 againsl AHP.
(2) Should any Intellectual Property licensed by the Subcontractor to AHP under this Agreement become the subject of an Intellectual Property infringement claim, Subcontractor will exercise its authority reasonably and in good faith to preserve AHP's right to use the licensed Intellectual Property in accordance with this Agreement at no expense to AHP. AHP shall have the right to monitor and appear through its own counsel (at Subcontractor's expense) in any such claim or action. In the defense or settlement of the claim, Subcontractor may obtain the right for AHP to continue using the licensed Intellectual Property; or, replace or modify the licensed Intellectual Property so that the replaced or modified Intellectual Property becomes non -infringing provided that such replacement or modification is functionally equivalent to the original licensed Intellectual Property. If such remedies are not reasonably available, AHP shall be entitled to a refund of all monies paid under this Agreement, without restriction or limitation of any other rights and remedies available at law or in equity.
(3) Subcontractor agrees that damages alone would be inadequate to compensate AHP or DHCS for breach of any term of this Intellectual Property Exhibit by Subcontractor.

Subcontractor acknowledges AHP or DHCS would suffer irreparable harm in the event of such breach and agrees AHP shall be entitled to obtain equitable relief, including without limitation an injunction, from a court of competent jurisdiction, without restriction or limitation of any other rights and remedies available at law or in equity. h. Federal Funding
Ms 106�111mffrlril 41402—FUN
ON ltqwl 0 I-s-19JAN oil oil .44i.
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indirectly from the Agreement; except as provided in 73 7 Unde ot Federal Regulations part 4411 14- however, the federal government shall have a non-exclusive, nontransferable, irrevocable, paid - up license throughout the world to use, duplicate, or dispose of such Intellectual Property throughout the world in any manner for governmental purposed and to have the permit others to do so.

WT-TACHMENT B I SPECIAL SUBCONTRACT TERMS AND CONDITIONS Page 16_of�

11 000usignEnvelope ID: ou1o1con'snoA-4u7*xloF-AcoAzcnEooB4 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 bocomply with all applicable standards, orders, or requirements issued under section 3UGufthe Clean Air Act (42USC7GUG)section 5O8ofthe Clean Water Act (33U.S.C.1388).Executive Order 11738.and Environmental Protection Agency regulations.
b, Institutions of higher education, hospitals, nonprofit organizations and commercial businesses agree hocomply with all applicable standards, orders, urrequinamentsiesuedundertha Clean Air Act (42U.S.C.7481 edmeqj.aaamended, and the Clean Water Act (33U.S.C. 1251 etneqj.amamended.

Subcontractor shall obtain phorAHP approval of the looedon, oosts, dates, mgenda, inotnunboru, instructional mateha|e, and attendees at any reimbursable training seminar, workehop, or conference conducted pursuant to this Agreement and of any reimbursable publicity or educational materials tobemade 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.
e. The Subcontractor and its employees, agents, orsubcontractors shall protect from unauthorized disclosure names and other identifying information concerning persons either receiving services pursuant to this Agreement or persons whose names or identifying information become available or are disclosed to the subcontractors as a result of services performed under this Agreement, except for statistical information not identifying any such person.
b. The Subcontractor and its enployeeo, agents shall not use such identifying information for any purpose other than carrying out the subcontractor's obligations under this Agreement. c The Subcontractor and its employees, agents shall promptly transmit to the AHP Contract Office or Project Manager all requests for disclosure of such identifying information not emanating from the client nrperson.
d. The Subcontractor shall not diac|ose, except as otherwise specifically permitted by this Agreement or authorized by the client, any such identifying information to anyone other than AHP without prior written authorization from the AHP Contract Office or Project &ionoger, except if disclosure imrequired byState orFederal |ovv.
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 nraphotograph.
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 (PSC|). Said terms and conditions will beoutlined inone ormore exhibits that will either be attached tnthis Agreement or incorporated into this Agreement by reference.

ATTACHMENT I SPECIAL SUBCONTRACT TERMS AND CONDITIONS Page 11of3O

11 DocuSign Envelope ID: 86181CC9-B33A-4278-A15F-AC6A223E86B4

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. (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 tWereunder.

17. Debarment and Suspension Certification
(Applicable to all agreements funded in part or whole with federal funds.) a. By signing this Agreement, the Subcontractor agrees to comply with applicable federal suspension and debarment regulations including, but not limited to 2 CFR 180, 2 CFR 376 b. By signing this Agreement, the Subcontractor certifies to the best of its knowledge and belief, that it and its principals:
(1) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any federal department or agency; (2) Have not within a three-year period preceding this application/proposal/agreement been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) violation of Federal or State antitrust statutes; commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, receiving stolen property, making false claims, obstruction of justice, or the commission of any other offense indicating a lack of business integrity or business honesty that seriously affects its business honesty; (3) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State or local) with commission of any of the offenses enumerated in Paragraph b(2) herein; and
(4) Have not within a three-year period preceding this application/proposal/agreement had one or more public transactions (Federal, State or local) terminated for cause or default. (5) Have not, within a three-year period preceding this application/proposal/agreement, engaged in any of the violations listed under 2 CFR Part 180, Subpart C as supplemented by 2 CFR Part 376. (6) Shall not knowingly enter into any lower tier covered transaction with a person who is proposTIZI ATTACHMENT B I SPECIAL SUBCONTRACT TERMS AND CONDITIONS Page 12 of 30

11 000uaunEnvelope ID: on1u1cce'oonA-4uro-Alnr-AonAuunEuoB4 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 authorizei by the State.
o. 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. b. The terms and definitions herein have the meanings set out in 2 CFR Part 180 as supplemented by2CFRPart 37G.
n. If the Subcontractor knowingly violates this oertificetion, in addition to other remedies available to the Federal Government, the DHCS may terminate this Agreement for cause or default. 10i Smoke -Free Workplace Certification
(Applicable bofederally funded agreements/grants and aubnontnacts/ ubawanda.thatprovido health, day care, early childhood development services, education or library services to children under 18 directly or through local governments.)
a, Public Law 1O3'227.also known nothe Pro -Children Act of1AQ4K\ct.requires that smoking not be permitted in any portion of any indoor facility owned or leaSed or contracted for by an entity and used routinely or regularly for the provision of health, day care, early childhood development services, education or library services to children under the age of 18, if the services are funded by federal programs with directly or through state or local governments, byfederal grant, contract, loan orloan guarantee. The law also applies toohi|dnan'sservices 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 onthe responsible party.
n. By signing this Agreement, Subcontractor or Grantee certifies that it will comply with the requirements ufthe Act and will not allow smoking within any portion ofany indoor facility used for the provision ofservices for children oadefined bythe Act. The prohibitions herein are effective December 2G.1QQ4.
d. Subcontractor orGrantee further agrees that itwill insert this certification into anyaubewrde (subcontracts or subgrants) entered into that provide for children's services as described in the Act.

19. Covenant Against Contingent Fees
The Subcontractor warrants that noperson orselling agency has been employed orretained to solicit/secure this Agreement upon an agreement of understanding for a commission, percentage, brokerage, orcontingent fee, except bona fide employees nrbona fide established commercial or selling agencies retained bythe Subcontractor for the purpose ofsecuring 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 fully amount ofsuch commission, percentage, and brokerage orcontingent fee. 20Payment Withholds
(Applicable only if a final report is required by this Agreement. Not applicable to government entities) ATTACHMENT I SPECIAL SUBCONTRACT TERMS AND CONDITIONS Page 13uf3O

11 :nvelopeID:86181CC9-B33A-4278-Al5F-AC6A223E86B4
percenfl(TVIV-6) OT tne Tace am 500#1111
whichever is greater, until AHP receives a final report that meets the terms, conditions and/or sco of work requirements of this Agreement. i

22. Officials Not to Benefit
No members of or delegate of Congress or the State Legislature shall be admitted to any share or part of this Agreement, or to any benefit that may arise therefrom. This provision shall not be construed to extend to this Agreement if made with a corporation for its general benefits.

23. Four -Digit Date Compliance
(Applicable to agreements in which Technology (IT) services are provided to AHP or if IT equipment is procured.)
Subcontractor warrants that it will provide only Four -Digit Compliant (as defined below) Deliverables and/or services to the State. "Four Digit Date compliant" Deliverables and services can accurately process, calculate, compare, and sequence date data, including without limitation date data arising out of or relating to leap years and changes in centuries. This warranty and representation is subject to the warranty terms and conditions of this Agreement and does not limit the generality of warranty obligations set forth elsewhere herein,

24. Prohibited Use of State Funds for Software
(Applicable to agreements in which computer software is used in performance of the work.) Subcontractor certifies that 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.

25. Use of Small, Minority Owned and Women's Businesses (Applicable to that portion of an agreement that is federally funded and entered into with inst tutions of higher education, hospitals, nonprofit organizations or commercial businesses.) Positive efforts shall be made to use small businesses, minority -owned firms and women's business enterprised, whenever possible (i.e. procurement of goods and/or services).

Subcontractors shall take all of the following steps to further this goal. 1 . Ensure that small businesses, minority -owned firms, and women's business enterprises are used to the fullest extent practicable.

2. Make information on forthcoming purchasing and contracting opportunities available and arrange time frames for purchases and contracts to encourage and facilitate participation by small businesses, minority -owned firms, and women's business enterprises.

3. Consider in the contract process whether firms competing for larger contracts intended to subcontract with small businesses, minority -owned firms, and women's business enterprises.

4. Encourage contracting with consortiums of small businesses, minority -owned firms, and women's business enterprises when a contract is too large for one of these firms to handle individually.
5, Use the services and assistance, as appropriate, of such organizations as the Federal Small Business Administration and the U.S. Department of Commerce's Minority Business Development Agency in the solicitation and utilization of small businesses, minority -owned firms, and women's business enterprises.

26. Alien Ineligibility Certification
(Applicable to sole proprietors entering federally funded agreements.) By signing this Agreement, the Subcontractor certifies that he/she is not an alien that is ineligible for state and local benefits, as defined in Subtitle B of the Personal Responsibility and Work Opportunity Act. (8 U.S.C. 1601,et seq.)

27. Union Organizing
(Applicable only to grant agreements.)
ATTACHMENT B I SPECIAL SUBCONTRACT TERMS AND CONDITIONS Page 14 of 301

11 oouvoonEnvelope ID: on1o1 Cc9'e33A-4278-A/5F-xc6A223E86134 Gubgrantee.bysigning this Agreement, hereby acknowledges the applicability of Government Code Sections 1SS45through 1GS4Atothis Agreement. Furthermore, Subgnanbam.bysigning 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 tothat expenditure.
c. Subgranteeaha||. where state funds are not designated ao described in herein, a||ocate, onopro'retabasis, all disbursements that support the grant program. d. |f8ubgoantee makes expenditures to easiot, promote ordeter union organ|zing. Subgnantee will maintain records sufficient to show that no state funds were used for those expenditures, and that Subgrantee shall provide those records to the Attorney General upon request.

28. Agreement Uniformity (Fringe BenefitAUnyxabi|ity)
(Applicable only tononprofit nrganizadonaj '
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 po|icieo, procedunos, and guidelines regarding the reimbursement offringe benefits. a.As used herein fringe benefits shall mean an employment benefit given by one's employer to an employee inaddition hoone's regular ornormal wages orsalary. b.Aeused herein, fringe benefits donot include:

1. Compensation for personal services paid currently or accrued by the Subcontractor for services of employees rendered during the term ofthis Agreement, which is identified as regular or normal salaries and wages, annual |eeve, vacation, sick leave, holidays, jury duty and/or military leave8naining.

2. Directors and executive committee member'sfees.

3. Incentive awards and/or bonus incentive pay.

4. Allowances for off -site pay.

5. Location allowances.

8. Hardship pay.

7. Cost -of -living differentials.
o. Specific allowable fringe benefits include:

1. Fringe benefits in the form of employer contributions for the employer's portion of payroll bamse (i.e., FICA, SUi SO|), employee health plans (i.e. hea|th, dental and vimion), unemployment ineunance, worker's compensation inaunanoe, and the employer's share of pension/retirement p|ens, provided they are granted in accordance with established written organization policies and meet all legal and Internal Revenue Service requirements. d. To be an allowable fringe benefit, the cost must meet the following criteria:

1. Benecessary and reasonable for the performance ufthe 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 beat actual cost, s. 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 Prognam'o Contract Manager. Upon receipt of said notice, the Subcontractor is to suspend and/or stop all, orany part, ofthe work called for bythis Agreement. a. Written confirmation of the suspension or stop work notification with directions as to what work (if not all) is to be suspended and how to proceed will be provided within 30 working days of ATTACHMENT I SPECIAL SUBCONTRACT TERMS AND CONDITIONS Page 15of3O

11 DocuSign Envelope ID: 86181 CC9-B33A-4278-Al 5F-AC6A223E86B4 the verbal notification. The suspension or stop work notification shall remain in eiyect 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. 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.
]���MIITIRR 111!1111! 1 WHOM! I I III III
�M INTIVIRSTRIM11 1711! !!! I ! I 1 0 - 0 0
(a) Terminate the Agreement as provided for in the Cancellation I Termination clause of the Agreement.
b. If a suspension or stop work notification issued under this clause is canceled or the period suspension or any extension thereof is modified or expires, the Subcontractor may resu work only upon written concurrence of AHP.
c. If the suspension or stop work notification is cancelled and the Agreement resumes, chang to the services, deliverables, performance dates, and/or agreement terms resulting from t suspension or stop work notification shall require an amendment to the Agreement. t
& If a suspension or stop work notification is not canceled and the Agreement is cancelled, terminated pursuant to the provision entitled Cancellation / Termination, AHP shall allo reasonable costs resulting from the suspension or stop work notification in arriving at t settlement costs.
e. AHP shall not be liable to the Subcontractor for loss of profits because of any suspension stop work notification issued under this clause. 11

30. Public Communications
"Electronic and printed documents developed and produced, for public communications shall follow the following requirements to comply with Section 508 of the Rehabilitation Act and the American with Disabes Act:

A. Ensure visual -impaired, hearing impaired and other special needs audiences are provided material information in formats that provide the most assistance in making informed choices."

31. Compliance with Statutes and Regulations
a. The Subcontractor shall comply with all California and federal law, regulations, and published guidelines, to the 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 11; Title 42 CFR Part 431; subpart F; Title 42 CFR Part 433, subpart D; Title 42 CFR 434; Title 45 CFR Part 75, subpart D; and title 45 CFR Part 95, subpart F. To the extent applicable under federal law, this Agreement shall incorporate the contractual provisions in these federal regulations and they shall supersede any conflicting provisions in this Agreement.

32. Lobbying Restrictions and Disclosure Certification
(Applicable to federally funded agreements in excess of $100,000 per Section 1352 of the 31, U.S.C.) a. Certification and Disclosure Requirements

1. Each person (or recipient) who requests or receives a contract or agreement, subcontract, grant or subgrant, which is subject to Section 1352 of the 31, U.S.C., are which exceeds $100,000 at any tier, shall file a certification (in the form wJ ATTACHMENT B I SPECIAL SUBCONTRACT TERMS AND CONDITIONS Page 16 of 30

11 ovouagnEnvelope m:en1u1oce'BonA-4u7a+AlnF-AooAczoEooB* forth in Attachment 1, consisting of one page, entitled "Certification Regardi Lobbying") that the recipient has not made, and will not make, any payme prohibited by Paragraph b of this provision.

Each recipient shall file a disclosure (in the form sRLfn-rth-in-Attar-hm-e-nJt fitt�J- or any extension or amendment of that agreement, or grant, which would prohibited under Paragraph b of this provision if paid for with appropriated fund Each recipient shall file a disclosure form at the end of each calendar quarter accuracy of the information contained in any disclosure from previously filed such person under Paragraph a(2) herein. An event that materially affects t 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 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(l) 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(l) of this provision. That person shall forward all disclosure forms to AHP Contract Office or Project Manager.

Prohibition
Section 1352ofTitle 31 U.S.C..provides inpart that nnappropriated funds may beexpended 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 Member ofCongress in connection with any ofthe following covered federal actions: the awarding ofany 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, nontinuation, renewa|, amendment, or modification of any federal contract, oragreement, grant, loan orcooperative agreement.

33.Avoidance mfConflicts mfInterest by Subcontractor
1 AHpintends boavoid any real orapparent conflict ofinterest onthe part ofthe Subcontractors, or emp|oyeeo, officers, and Directors of the subcontractors. This AHP reserves the right to determine, at its sole discretion, whether any information, assertion or claim received from any source indicates the existence of a real or apparent conflict of interest; and, if a conflict is found to exist, to require the Subcontractor to submit additional information or a plan for resolving the conflict, subject toAHPreview and prior approval.

2. Conflicts ofinterest include, but are not limited to:
a. An instance where the subcontractor has an interest, financial or otherwise, whereby the use ordisclosure 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 Aninstance where the subcontractor's emp|nyeen, ofDcera, or Directors use their positions for purposes that are, or give the appearance of being, motivated by desire for private gain for themselves or mthera, such as those with whom they have family, business, orother ties.

ATTACHMENT I SPECIAL SUBCONTRACT TERMS AND CONDITIONS Page 17of3O

11 0-c-Sip :nvelopeID:86181CC9-B33A-4278-Al5F-AC6A223E86B4

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.

34. Subcontractor Conduct and Filing Requirements
A. When a Subcontractor performs work on DHCS premises, the Subcontractor shall follow and adhere to all DHCS policies and procedures including, but not limited to, those governing health and safety, nondiscrimination, appropriate vehicle use, travel reimbursement, security and confidentiality of information, incompatible activities, acceptable employee conduct, information technology protocols and requirements, workplace violence prevention, and conflict of interest filing instructions (if applicable). Subcontractors may not access DHCS confidential, personal, or sensitive information until they have been trained on the DHCS policies and procedures for information privacy and security and sign a Confidentiality Statement. The training may be accomplished through on-line Privacy/Security Training on the DHCS intranet.

B. Certain Subcontractors designated by the DHCS' Conflict of Interest Code are required to complete and file a Statement of Economic Interests, Form 700. The Subcontractor agrees that if the Director of DHCS or his/her designee determines that a Statement of Economic Interests, Form 700, is required based upon the nature of the services that are to be performed, the Subcontractor shall be so notified by DHCS and the Subcontractor shall obtain a Form 700 and filing instructions from DHCS' Personnel Office or the Fair Practices Commission and fully complete the Form 700. The Subcontractor shall file the completed Form 700 in a timely manner with the DHCS Personnel Office and submit a copy to the DHCS Program Contract Manager. Failure to obtain, complete or file a Form 700 in a timely manner as instructed by DHCS, may result in immediate contract termination or Subcontrac) substitution/replacement.

C
,5. Prohibited Follow-on Subcontracts
A. No person, firm or subsidiary thereof who has been awarded a subcontract agreement may submit a bid for, nor be awarded an agreement for, the provision of services, procurement of goods or supplies, or any other related action which is required, suggested, or otherwise deemed appropriate in the end production of this Subcontract agreement.

B. Paragraph A does not apply at any person, firm or subsidiary thereof who is awarded a subcontract agreement which totals more than 10 percent of the total monetary value of the consulting services agreement.

C. Paragraphs A and B do not apply to subcontract agreements subject to Chapter 10 (commencing with Section 4525) of Division 5 of Title 1 of the Government Code.

ATTACHMENT B I SPECIAL SUBCONTRACT TERMS AND CONDITIONS Page 18 of 30

11 ovouognEnvelope ID: ms1a1 l5F-Ao6A223E86B4
State of California
Department ofHealth Care Services

CERTIFICATION REGARDING LOBBYING
The undersigned martifieo.toUhebea ofhis urher 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 orcooperative agreement.

2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing for influencing or attempting to influence an officer or employee of any agency of the United States Government, oMember cf Congress, onofficer oremployee ofCongress, oranemployee ofaMember 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 ehaUrequiraUhatUhe|anguegeofUhincertifioadonbeincludedinUheoward 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 iaamaterial representation offact upon which reliance was placed when this transaction was made orentered 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
California Department of Health Care Services
Agreement No.: 21-10349 (Behavioral Health
Mobile Crisis and Non -crisis Services C'Mobile Crisis') Printed Name mfPerson Signing for Subcontractor
Connaut/GrantNumber Signature ofPerson Signing for Subcontractor Date Title
After execution bynrunbehalf ufSubcontractor, please return to:

Advocates for Human Potential, Inc. on behalf of California Department of Health Care Services

11 DocuSign Envelope ID: 86181CC9-B33A-4278-A15F-AC6A223E86B4 remff,� ffmm���
R

1. Type of Federal 2. Status of Federal Action. 3. eport Type:

Action: a. bid/offer/application
a.Initial filing
Mb.aterial change
a. Contract b. initial award
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

4. Name and Address of Reporting

5. If Reporting Entity in No. 4 is a Subawardee, Enter Name Entity:
and Address of Prime:

OPrime 0 Subawardee
Tier-, if known
Congressional District, if known:

Congressional District, if known:

6. Federal Department/Agency:

7. Federal Program Name/Description:

CFDA Number, if applicable,

8. Federal Action Number, if known:

9. Award Amount, if known:
10a. Name and Address of Lobbying
b. Individuals Performing Services (including address if Registrant
different from 10a.
(If individual, last name, first name, Ml):
(Last name, First name, MI):

11. Information requested through this form
is authorized by title 31 U.S.C. section 1352.

Signature: . . . . ............... .

This disclosure of lobbying activities is a
material representation of fact upon which
Print Name: ----
reliance was placed by the tier above when
this transaction was made or entered into.

This disclosure is required pursuant to 31
U.S.C. 1352. This information will be
Telephone No,
available for public inspection. Any person
that fails to file the required disclosure shall
Date: -- - - --------------
be subject to a not more than $100,000 for
each such failure.
1 11 1131 i ar�grgrx
VAN 11110 1 iiiiiiiii
01 _111ml

11 000uo|gnEnvelope ID: an1a1oon-eox^,*2T8-AloF-AcoAuuoEmoB4 ;Published by the Office of Management and Budget for additional information.

I. Identify the type nfcovered Federal action for which lobbying activity isand/or has been secured 10influence the outcome of a covered Federal action.

2. Identify the status of the covered Federal action,

3.Identify the appropriate classification ofthis report. !fthis isafo|lowupreport caused byamaterial change 1othe information previously reported, enter the year and quarter in which the change occurred,Enter the date and ofthe last previously submitted report by this reporting entity for this covered Federal action.

4.Enter the full name, address, city, State and zip code ofthe reporting entity- Include Congressional District, if known. Check the appropriate classification ofthe reporting entity that designates ifitis, orexpects oobeaprime 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 mloan 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 ofFederal 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 ?ward number; the application/proposal control number assigned by the Federal agency). Include prefixes, e.g. "RFP-

9.For acovered Federal acton where there has been an award mloan commitment by the Federal agency, enter the Federal amount of the award/loan commitment for the prime entity identified in item 4 or 5, iO.(a)Enter the full name, address, city, State and zip code ofthe 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 1 0(a), Enter Last Name, First Name, and Middle Initial (M!).

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 ioOMNNo, 'O348-OO40. 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, 0othe Office ufManagement and Budget, Paperwork Reduction Project (O348-OO4U). | UVVoshinnton.DC2O5O%, |

11 DocuSign Envelope ID: 86181 CC9-B33A-4278-A15F-AC6A223E86B4 M�MIGIII Fil 111M IIIII IM

1. The following rate policy is to be applied for reimbursing the travel expenses of persons under contract.

The terms "contract" and/or "subcontract" have the same meaning as "grantee" and/or "subgrantee" where applicable.
a. Reimbursement for travel and/or per them shall be at the rates established for non- represented/excl used state employees. Exceptions to California Department of Human Resources (CaIHR) lodging rates may be approved by the Department of Health Care Services (DHCS) upon the receipt of a statement on/with an invoice indicating that State employee travel rates are not available.

I'*iZ 0 1
Ion ful-iorf-m- NW014fl-II - of 4 1T1-X*ML-ffiL-LQ#
- .323EE=
"MIlifiers 15 Ueflnea as frie piacellnere L11U
portion of their working time and returns to upon the completion of assignments.

Headquarters may be individually established for each traveler and approved verbally or in writing by the program funding the agreement. Verbal approval shall be followed up in writing or email.

SIR 11411IN01:11[sis •iffitzis
6-T of 0
so
of of
Travel Location /Area Reimbursement
Rate
AH counties (except the counties identified below) $ 90.00 plus tax Co u n t ies of Sacramento, Napa, Riverside $ 95.00 it tax 1 $110.00plustax
$120.00 plustax
WWII
Counties of Monterey and San Diego $125.00 plustax
- - - -------
$140.00plustax
City of Santa Monica $150.00plustax
San Francisco S-250.00plustax
for that service, ARE NOT ACCEPTABLE LODGING RECEIPTS and are not reimbursable without a valid lodging receipt from a lodging establishment

2.) Meal/Supplemental Expenses: With substantiating receipts, a contractor may claim actual expenses. Incurred up to the following maximum reimbursement rates for each full 24-hour period of travel.

ATTACHMENT B I SPECIAL SUBCONTRACT TERMS AND CONDITIONS Page 22 of 30

11 ovouoignEnvelope ID: ms1y1Co9-enax-4ur8-A1oF-Acm*auaeaoe4 Reimbursement Rate
Breakfast
$7.00
Lunch
a11.00
Dinner
$23.00
Incidental expenses
$5.00
In computing allowances for continuous periods of travel of less than 24 hours, consult the Per Diem Reimbursement Guide.

If any of the reimbursement rates stated herein is changed by CaIHR, no formal contract amendment will be required to incorporate the new rates. However, DHCS shall inform the subcontractor, in writing, of the revised travel reimbursement rates and the applicable effective date of any rate change. At DHCS' discretion, changes or revisions made by DHCS to this exhibit, excluding travel

3. For transportation expenses. The subcontractor must retain receipts for parking; taxi, airline, bus, or rail tickets; car rental; or any other travel receipt pertaining to each trip for attachment to an invoice as substantiation for reimbursement. Reimbursement may be requested for commercial carrier fares-, private car mileage; parking fees; bridge tolls; taxi, bus, or streetcar fares; and auto rental fees when substantiated bye receipt.

4. Auto mileage reimbursement: If asubcontractor uses his/her orecompany car for transportation, the rate of reimbursement will be 0.56 cents maximum per mile. If a subcontractor uses his/her or a company car "in lieu or airfare, the air coach fare will be the maximum paid by the State. The subcontractor must provide a cost comparison upon request by the State. Gasoline and routine automobile repair expenses are not reimbursable.

5. The subcontractor is required to furnish details surrounding each period of travel. Travel expense reimbursement detail may include, but not be limited to purpose of travel, departure and return times, destination points, miles driven, mode of transportation, etc. Reimbursement for travel expenses may bewithheld pending receipt ofadequate travel documentation.

6. Subcontractors are toconsult with program funding the contract to obtain specific invoicing

11 DocuSign Envelope ID: 86181CC9-B33A-4278-Al5F-AC6A223E86B4 Length of Meal allowed
travel And this condition exists: with receipt:
period:

Lessthan 0 Trip begins at or before 6:00 a.m. and ends at or after Breakfast 24 9:00 a.m.

I hours
a Trip ends at least one hour after the regularly scheduled Dinner workday ends or begins at or before 4:00 p.m. and ends
after 7:00 p.m.

Lunch or Incidentals cannot be claimed on one -day trips. 0 Trip begins at or before 6:00 a.m
24 hours or Breakfast
more 0 Trip begins at or before 11:00 a.m. Lunch
• Trip begins at or before 5:00 p.m, Dinner
More than a Trip ends at or after 8:00 a.m. Breakfast
24 hours
• Trip ends at or after 2:00 p.m, Lunch
a Trip ends at or after 7:00 p.m Dinner
'The following meals may not be claimed for reimbursement: meals provided by the State, meals included in hotel expenses or conference fees, meals included in transportation costs such as airline tickets, or meals that are otherwise provided. Snacks and/or continental breakfasts such as rolls, juice, and coffee are not considered to be a meal.

I
No meal expense may be claimed for reimbursement more than once in any given 24-hour period.

ATTACHMENT B SPECIAL SUBCONTRACT TERMS AND CONDITIONS Page 24 of 30

11 000 sgnenvovpem:uo1u1CCe-B3nv,+c78-A1or+AnoAuuoEooB* I. This Agreement has been determined to constitute a business associate relationship under the Health Insurance Portability and Accountability Act (H|PA\) and its implementing privacy and security regulations at 45 Code of Federal Regulations, Parts 160 and 164 (collectively, and as used inthis 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 addend um/exhi bit, if any. 3 For purposes ofthis Agreement, the term "Business Associate" shall have the same meaning aoset forth in45 CFRaeohon 160103.
4 Subcontractor, the Covered Entity, understands that Business Associate (ADVOCATES FOR HUMAN POTENTIAL 'VkHP") may create, naceive, maintain, transmit tothe California Department of Health Care Services (DHCS) or aggregate certain information pursuant to the terms of this Agnaement, some ofwhich information may constitute Protected Health Information (PHI) and/or confidential information protected by federal and/or state laws.

4.1 Asused in this Agreement and unless otherwise stated, the term ^PHI" refers Uoand includes both "PHI" as defined at 45 CFR section 160.103 and Personal Information (PI) as defined in the Information Practices Act (|PA) at California Civil Code section 17983(a). PHI includes information in any form, including pepe,, oral, and electronic.

4.2 As used in this Agreement, the term "confidential information" refers to information not otherwise defined aaPHI inSection 4.1 ofthis Agreement, but towhich 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." 6 The terms used inthis Agreement, but not otherwise defined, shall have the same meanings aa those terms in HIPAA and/or the IPA. Any reference to statutory or regulatory language shall be to such language asineffect oraoamended.
7 Permitted Uses and Disclosures mfPHI by Business Associate. Except aootherwise 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 Entib/, provided that such use or disclosure would not violate H|PA\orother applicable laws ifdone byBusiness 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 I SPECIAL SUBCONTRACT TERMS AND CONDITIONS 'Page 25of30

11 DocuSign Envelope ID: 86181 CC9-B33A-4278-A15F-AC6A223E86B4

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:

I �.l .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
:j1j"L.E_jrt 0 0 0 0 - - a Eli 11 - 0

8.3 If Business Associate is a Qualified Service Organization (QSO) as defined in 42 CIFIR 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 �1 AN 11019 "Ell 1*1111*14 AL24 0 4 AW AL&A SrA I 1111517-12 KGJ E US 10 11 ug IWAR11 W&I C-1.1 I 1rj211K*j&*j C-IfIgn K;�Do 0

9.2 Safeguards and Security.

9.2.1 Business Associate shall use safeguards that reasonably and appropriately protec 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 provid for by this Agreement. Such safeguards shall be based on applicable Federal Information Processing Standards (FIPS) Publication 199 protection levels. I

3.2.2 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 i ndustry- recognized security frameworks include but are not limited to:

9.2.2.1 NIST SP 800-53 - National Institute of Standards and Technology Special Publication 800-53

9.2.2.2 FedRAMP - Federal Risk and Authorization Management Program

9.2.2.3 PCI - PCI Security Standards Council

9.2.2.4 ISO/ESC 27002 - International Organization for Standardization/International Electrotechnical Commission standard 27002

9.2.2.5 IRS PUB 1075 - Internal Revenue Service Publication 1075

9.2.2.6 HITRUST CSF - HITRUST Common Security Framework l�� 11 giii 11, y I

Envelope ID: 86181CC9-B33A-4278-Al5F-AC6A223E86B4

1.2.3 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 PH I a other confidential information. I

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.
9i3. Business Associate's Agent. Business Associate shall ensure that any agents, subcontractors, aubawardeea.vendors orothers (cmUectivaly.^egents")that use nrdisclose 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.
1111 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 184.524
12 Amendment of PHI. Business Associate shall make PHI available for amendment and incorporate any amendments toPHI inaccordance with 45CFRsection 1G4.52G. 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 ieiocarry out en obligation under 45 CFR Part 164, Subpart E, Business Associate shall comply with the requirements of the subpart that apply inthe performance ofsuch obligation. 15 Access bmPractices, 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 nfdetermining compliance with 45CFR Part 164.Subpart E. � 16 Return orDestroy PHI mnTermination; Survival. A1termination ofthis 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 inany form and retain nocopies ofsuch information. Ifreturn ordestruction ianot 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.

Y7. 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 Arovide, upon request by Covered Entity, a list of all employees and agents who have access to such data. la Breaches and Security Incidents. Business Associate shall implement reasonable systems for the discovery and prompt reporting of any breach or security incident, and take the following steps:
^ ATTACHMENT I SPECIAL SUBCONTRACT TERMS AND CONDITIONS Page 27of3O

11 --c-Sig.. ;nvelopeID:86181CC9-B33A-4278-Al5F-AC6A223E86B4 1111:25 10 17033���

18.1.1 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.

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.

I - - I Yj1ZV*aW0MVAt_j PI(WV6
2ccess, use or disclosure of PHI, Business Associate shall take:

ViAk"; �Ilt _�t *�V- - �_�WMWIUJ
breach; and
federal and state law.

18.2 Investigation. Business Associate shall immediately investigate such security incident or confidential breach.

18.3 Complete Report. Business Associate shall provide a complete report of the investigation to Covered Entity contacts within ten (10) working days of the discovery of the security incident or breach. This "Final PIR" must include any applicable additional information not included in the Initial Form. The Final PIR Form shall include an assessment of all known factors relevant to a determination of whether a breach occurred under HIPAA and other applicable federal and state laws. The report shall also include a full, detailed corrective action plan, including its implementation date and information on mitigation measures taken to halt and/or contain the improper use or disclosure. If Covered Entity requests information in addition to that requested through the PIR form, Business Associate shall make reasonable efforts to provide Covered Entity with such information. A "Supplemental PIR" may be used to submit revised or additional information after the Final PIR is submitted.

Covered Entity will review and approve or disapprove Business Associate's determination of whether a breach occurred, whether the security incident or breach is reportable to the appropriate entities, if individual notifications are required, and Business Associate's corrective action plan.

18.3.1 If Business Associate does not complete a Final PIR within the ten (10) working day timeframe, Business Associate shall request approval from Covered Entity within the ten (10) working day timeframe of a new submission timeframe for the Final PIR.

ATTACHMENT B I SPECIAL SUBCONTRACT TERMS AND CONDITIONS Page 28 of 30

11 onvunignEnvelope ID: oo1o1oc9-000A-4or8-Alnr-AooAoznsoue*

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 ufBusiness 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'o review and approval must beobtained before the notifications are made. 185 Responsibility for Reporting ofBreaches tuEntities Other than Covered Entity. |fthe 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 amrequired byapplicable federal and state law.
la Responsibility of Covered Entity. Covered Entity agrees to not request the Business Associate to use or disclose PHI in any manner that would not be permissible under HIPAA and/or other applicable federal and/or state law.

20.1 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.

21.1 Termination for Cause. Upon Covered Entity's knowledge ofaviolation ofthis Agreement by Business Associate, Covered Entity may in its discretion:

21.1.1 Provide anopportunity for Business Associate bmcure 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

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, inany judicial oradministrative proceeding.

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 mode by Business Associate regarding the safeguarding of PHI and other confidential

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 itand shall b*binding onthe parties even though such ATTACHMENT B I SPECIAL SUBCONTRACT TERMS AND CONDITIONS Page 29 of 30

DacuSign Envelope ID: 86181CC9-B33A-4278-A15F-AC6A223E86B4 amendment may not have been reduced to writing and formally agreed upon and executed • the •.

22.2.2 Failure by Business Associate to take necessary actions required by amendments •: this Agreement under Section 22.2.1 shall constitute a material violation of this Agreement.
0—'2.3 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 •

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 • Obligations. No • waiver • discharge •': any • •f obligation hereunder on any one or more occasions shall be deemed a waiver of performance of any continuing • • obligation, • shall prohibit enforcement of any obligation, • any other ♦n
A 01
MINTSM IN, I 81110!111011M IQ Mh 61" 0 1 Will V-1911 Oq III

11 ovouoignEnvelope ID: oo1u1ooeonaA-4ur8-A1np-AcnAxzoEouB4 Attachment C
Subcontractor Certification Claus

CERTIFICATION
1, the official named below, CERTIFY UNDER PENALTY OF PERJURY that I am duly

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 publirr PART 11 - DRUG -FREE WORKPLACE REQUIREMENTS:
a) Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession or use of a controlled substance is Eff

1. the dangers ofdrug abuse inthe workplace;

2. the person's or organization's policy of maintaining a drug -free workplace;

3. any available counseling, rehabilitation, and employee assistance programs; and.

4. penalties that maybe imposed upon employees for drug abuse violations.

ATTACHMENT SUBCONTRACTOR CERTIFICATION

11 DocuSign Envelope ID: 86181CC9-B33A-4278-A15F-AC6A223E86B4 2 agree to abide bythe terms of the company's statement as a conditionof employment on the Agreement.

Failureto com plywith these requirements may result insuspension of payments underthe Agreement or termination of the Agreement or both and Subcontractor may be ineligible for award of any future State agreements ifthe department determinesthat any of the following has occurred: (1)the Subcontractor hasmade false certification, orviolated the certification byfailing to carry outthe requirements as noted above. (GC8350etseq.)
111411101111NOWNI'M 01111011
to comply with 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 of the Business and Professions Code, effective January 1,2003.

Failure to maKe a gooa taiffl e o may ffe- cause Tor non-renewai OTa s egai serl ices and may be taken into account when determining the award of future contracts with the State for legal services.
corporation within the meaning of Public Contract Code Section 10286 and 10286.1, and is eligible to contract with the State of California.

All Subcontractors contracting for the procurement or laundering of apparel, garments or corresponding accessories, or the procurement of equipment, materials, or supplies, other t�a.A ArtcyremeAt rel2te:f t# 2 AyWlic wirks AgreemeAt, lecl2re wAier AVA21ty af AeeerjuANy tX no apparel, garments or corresponding accessories, equipment, materials, or supplies furnished to the state pursuant to the Agreement have been laundered or produced in wh 0 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 11 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.

ATTACHMENT C SUBCONTRACTOR CERTIFICATION

11 D.-Sig..
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 (e).

DOMESTIC PARTNERS
For agreements of $100,000 or more, Subcontractor certifies that Subcontractor is in compliance with Public Contract Code section 1U295.3.

GENDER IDENTITY
For agreements of $100,000 or more, Subcontractor certifies that Subcontractor is in compliance with Public Contract Code sen§on1O2Q5.35.

DOING BUSINESS WITH THE STATE OF CALIFORNIA
CONFLICT OFINTEREST:

Subcontractor needs to be aware of the following provisions regarding current or former state employees. If Subcontractor has any questions on the ebabuo of any person rendering services or involved with the Agreement, the awarding agency must be contacted immediately for darification. a. Current State Employees (PCC 10410):

1. Noofficeroremployee shall engage in any employment, activity or enterprise from which the officer or employee receives compensation or has a financial interest and which is sponsored or funded by any state agency, unlessthe employment, activity or enterprise is required as a condition of regularstate employment.

2. No officer or employee shall contract on his or her own behalf as an independentcontractorwith any state agency to provide goods or services.
b. Former State Employees (PCC 10411):

1. Forthe two-year period from the date he or she left state employment, noformerstate officer or employee may enter into an Agreement in which he or she engaged in any of the negotiations, transactions, planning, arrangements or any part of the decision - making process relevant to the Agreement while employed in any capacity byanystate

2. For Unebwelve'monthperiodfnomUhedate heorohe left state employment, noformer state officer or employee may enter into an Agreement with any state agency if he or she was employed bythat state agency in a policy -making position in the same general subject area as the proposed Agreement within the 12-month period prior to his or her leaving state service.

If Subcontractor violates any provisions of above paragraphs, such action by Subcontractor shall renderthis Agreement void. (PCC 10420)
Members ofboards and commissions are exemphnmthis section iftheydonot receive payment otherthan payment ofeach meeting ufthe board orcommission, payment for preparatory time and payment for per diem. (pCCiU43U(e))
LABOR COMPENSATION:

Subcontractor needs bzbeaware ofthe provisions which require every employer Uobeinsured against |iebi|ityfon Worker's Compensation orboundertake self-insurance inaccordance with the provisions, and Subcontractor affirms to comply with such provisions before commencing the performance of the work of thisAgreement.

ATTACHMENT SUBCONTRACTOR CERTIFICATION

11 DocuSign Envelope ID: 86181 CC9-B33A-4278-Al 5F-AC6A223E86B4 AMERICAN WITH DISABLITIES ACT:
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:
iiegdi lWaillernelvirl 1*1 We
presented with a new name cannot be paid prior to approval of said amendment. I 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. .t) "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 no) be subject to the franchise tax.
c) Both domesti candforeign corporations (those incorporated outside of Cal iforn ia) 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 C R W
motion, or orainance Or Tne locai governing May wnic"Y"w nas alfriulal to ellMl 111LU Lill dyl=lllUllL, authorizing execution of the agreement.

AIR OR WATER POLLUTION VIOLATION:

MO. Mimi
m
PAYEE DATA RECORD FORM STD. 204:
..W6—R TfruMbi �t7r7v6i
government entity.

IlliKey-111110M91ft" My
C11 t, IT a con ouDcontractor naG an li-lierrial poll y aydllibt d solereign nation or pea, 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

DocuSign Envelope ID: 86181CC9-B33A-4278-A15F-AC6A223E86B4 Behavioral Health Justice Intervention Services (BHJIS)

STATEMENT OF WORK (SOW)
Agency Name: City of Downey
Implementation SOW Start Date: February 15, 2022
Implementation SOW End Date: February 14, 2023
Item Billing Code and .

Description/Deliverable
Amount Due
Time Period
Date

1. 7460.01-003
Equipment and Property Purchases
$2,000.00 3/31/22
Quarter 2
Emergency food and shelter vouchers @ $1,000.00
2/15/22-3/31/22
. Blankets, clothing, and food @ $1,000.00

2. 7460.01-003
Equipment and Property Purchases
$8,750.00 6/30/22
Quarter 3
• Emergency food and shelter vouchers @ $4,750.00
4/1/22-6/30/22
. Blankets, clothing, and food vouchers @ $4,000.00
Activities/Deliverables
a. Direct Services ($108,200.00)
Co -Response Interventions
$110,064.00
• Contract with Liberty Ambulance for safe
transportation
• Contract with Los Angeles County Department
of Mental Health (LA DMH) to provide a
Mental Health Clinician for up to nine hundred
twenty (920) hours per quarter
b. Capacity Building ($1,864.00)
Training
• Provide a mental health training for officers
and clinicians, which shall serve as a train -the -
trainer for other officers
Year 1 Total
$ 120,814.00

3. 7460.01-003
Equipment and Property Purchases
$8,750.00 9/30/22
Quarter 4
• Emergency food and shelter vouchers @ $4,750.00
7/1/22-9/30/22
• Blankets, clothing, and food vouchers @ $4,000.00
Activities/Deliverables
a. Direct Services
Co -Response Interventions ($108,200.00)
$110,064.00
• Quarterly reimbursement to Liberty
Ambulance
• Quarterly reimbursement to LA DMH
b. Capacity Building
Training ($1,864.00)
• Provide a mental health training for officers
and clinicians

4. 7460.01-003
Equipment and Property Purchases
$8,750.00 12/31/22
Quarter 5
• Emergency food and shelter vouchers @ $4,750.00
10/1/22—
• Blankets, clothing, and food vouchers @ $4,000.00
12/31/22
Activities/Deliverables
a. Direct Services
Co -Response Interventions ($108,200.00)
$110,064.00

ATTACHMENT D

STATEMENT OF WORK

DocuSign Envelope ID: 86181CC9-B33A-4278-A15F-AC6A223E86B4 •AIVING49 - lie - at - 0 4 -
Ambulance
• Quarterly reimbursement to LA DM H
b. Capacity Building
(1) Training ($1,864.00)
Provide a mental health training for officers
and clinicians

5. 7460.01-003 Equipment and Property Purchases
$6,750.00 2/14/23
Quarter 6 • Emergency food and shelter vouchers @ $4,750.00 1/1/23-2/14/23 • Blankets, clothing, and food vouchers @ $2,000.00 Activities/Deliverables
a. Direct Services
Co -Response Interventions ($42,600.00)
$44,464.00
• Quarterly reimbursement to Liberty
Ambulance
0 Quarterly reimbursement to LA DMH
b. Capacity Building
Training ($1,864.00)
• Provide a mental health training for officers
and clinician
Year 2 Total
$288,842.00

CONTRACT TOTAL
$409,656.00
V-111 2 IMAN w I kyl 1:4

DocuSign Envelope ID: 86181CC9-B33A-4278-A15F-AC6A223E8684

ATTACHMENT

PAYMENT SCHEDULE

SUBCONTRACTOR FUNDING/BUDGET
if of Downaxt
Description Invoice Description Amount
Estimated
Equipment Upon Completion of purchase with receipt for I$2,000.00 goods/equipment $8,750.00
$8,750.00
"$8,750.00
J$6,750.00
otal Equipment $35,000.00
Quarter /Date Range
Invoice Description
Amount of
Invoice
Quarter 3: 04l01/22 - 6/30122
Progress Report detailing progress made
,$110,064.00
towards Deliverable 2
Quarter 4: 07/01/22 — 9/30/22
Progress Report detailing progress made
' 110,064.00
towards Deliverable 3
Quarter 5: 10/01/22 — 12/31/22
Progress Report detailing progress made
$110,064.00
towards Deliverable 4
Quarter 6: 1/1/23 — 2/14/23
Progress Report detailing progress made
I$44,464.00
towards Deliverable 5
Total Deliverables and Other Directs
$374,656.00
Total Deliverables, Other Direct and Equipment
409,656.00

ATTACHMENT E PAYMENT SCHEDULE

DocuSign Envelope ID: 86181CC9-B33A-4278-Al5F-AC6A223E86B4 ` �0��
'- ` '
ATTACHMENT E(3Sanction Notification