Attachment_1,_Sample_Agreement.pdf

Department of General Services IFB 25-34460 Procurement Division Attachment 1, Sample Agreement

Exhibit A, Page 1 of 3

EXHIBIT A – STATEMENT OF WORK

1. BACKGROUND

A. The State of California Department of Health Care Services (DHCS), Medi-Cal Enterprise Systems Modernization Division (MESMD) (herein referred to as DHCS or State) leverages, utilizes Atlassian's customizable Jira software tools to meet the division’s unique operational requirements which provide executive-level oversight by ensuring comprehensive visibility across all projects within the portfolio.

B. TBD Contractor (herein referred to as Contractor) shall provide Jira to DHCS as the main tool Jira enhances project management throughout every phase by offering features such as task tracking, issue monitoring, status updates, team member assignments, communication facilitation, and various other critical functionalities.

2. CONTRACT TERM

A. The term of this Agreement will be upon May 31, 2025 and continue for a period of one (1) year.

B. In accordance with the GENERAL PROVISIONS CLOUD - COMPUTING SERVICES, DGS PD 402-ITGP (Cloud) the State shall have the right to terminate maintenance at no expense to the State upon delivery of written notice at least thirty (30) calendar days prior to any scheduled renewal date.

C. The Contractor shall not be authorized to deliver goods described in this Agreement prior to the

Effective Date. Any delivery of goods by the Contractor that is commenced prior to the Effective Date will be at no cost to DHCS.

3. CONTRACT MANAGER REPRESENTATIVES

The representatives during the term of this agreement will be:

Agency: CA Department of Health Care Services Contractor:

Section/Unit: Medi-Cal Enterprise Systems Modernization Division Name:

Name: TBD Title:

Address: Capitol Ave Sacramento California 95814 Address:

Phone: TBD Phone:

E-mail: TBD E-mail:

https://www.dgs.ca.gov/-/media/Divisions/PD/Acquisitions/Solicitation-Document-Attachments/IT-General-Provisions-Cloud-DGS-PD-402ITGP-Revised-02202025.pdf https://www.dgs.ca.gov/-/media/Divisions/PD/Acquisitions/Solicitation-Document-Attachments/IT-General-Provisions-Cloud-DGS-PD-402ITGP-Revised-02202025.pdf

Exhibit A, Page 2 of 3

The project representatives during the term of this agreement will be:

Agency: CA Department of Health Care Services Contractor:

Section/Unit: Medi-Cal Enterprise Systems Modernization Division Name:

Name: TBD Title:

Address: Capitol Ave Sacramento California 95814 Address:

Phone: TBD Phone:

E-mail: TBD E-mail:

4. DEPARTMENT RESPONSIBILITIES

A. Designate a primary point of contact to oversee and coordinate all aspects of this agreement.

B. Deploy and use the Jira software products and services to be designated DHCS employees.

C. Provide access to business and technical documents as necessary for the Contractor to complete services identified under this agreement.

5. CONTRACTOR RESPONSIBILITIES

A. Contractor will provide all software and documentation associated with the Atlassian licenses.

B. Contractor will provide email or phone assistance and support with troubleshooting, installation, and operational questions, for the duration of the maintenance period. DHCS operating hours are 8:00 am – 5:00 pm (PST), Monday through Friday, excluding State Holidays.

C. The licenses will be governed and supported by the Atlassian’s Technical Support and

Maintenance Plan.

6. DETAILED SCOPE OF SERVICES

A. The Contractor shall provide DHCS with the Atlassian Software as a Service (SaaS) and maintenance/support. This SOW provides details for the software, maintenance, and support of the Atlassian products listed in Attachment, 1 Exhibit A- 1 Product List.

1. Software/Website Hosting Services described herein shall be in full compliance with Exhibit

C, (GENERAL PROVISIONS CLOUD - COMPUTING SERVICES), included in this Agreement by reference.

2. System Availability – 24/7, Monday through Friday, except during planned maintenance (including software updates).

https://www.dgs.ca.gov/-/media/Divisions/PD/Acquisitions/Solicitation-Document-Attachments/IT-General-Provisions-Cloud-DGS-PD-402ITGP-Revised-02202025.pdf https://www.dgs.ca.gov/-/media/Divisions/PD/Acquisitions/Solicitation-Document-Attachments/IT-General-Provisions-Cloud-DGS-PD-402ITGP-Revised-02202025.pdf

Exhibit A, Page 3 of 3

7. AMERICANS WITH DISABILITIES ACT

Contractor 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 of 1973 as amended (29 U.S.C. § 794d), regulations implementing the Rehabilitation Act of 1973 as set forth in Part 1194 of Title 36 of the Code of Federal Regulations, and the Americans with Disabilities Act of 1990 (42 U.S.C. § 12101 et seq.). In 1998, Congress amended the Rehabilitation Act of 1973 to require Federal agencies to make their electronic and information technology (EIT) accessible to people with disabilities.

California Government Code Sections 7405 and 11135 codifies Section 508 of the Rehabilitation Act of 1973 requiring accessibility of EIT.

8. EXECUTIVE ORDER N-6-22 – RUSSIA SANCTIONS

On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. “Economic Sanctions” refers to sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine, as well as any sanctions imposed under state law. By submitting a bid or proposal, Contractor represents that it is not a target of Economic Sanctions. Should the State determine Contractor is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for rejection of the Contractor’s bid/proposal any time prior to contract execution, or, if determined after contract execution, shall be grounds for termination by the State.

9. STATE AND FEDERAL OWNERSHIP RIGHTS

GSPD-ITGP Cloud Provisions 4.1, 9.1.1, and 9.2 are hereby modified by the following:

All Work Product, as defined in Provision 9.1.1, shall be the State's exclusive property. Therefore, Provision 9.2 is not applicable. The State shall retain all ownership rights in any software or modifications thereof and associated documentation designed, developed or installed with Federal financial participation as required by subdivision (a) of 45 C.F.R. section 95.617. The U.S.

Department of Health and Human Services reserves a royalty free, non-exclusive, and irrevocable license to reproduce, publish, or otherwise use and authorize others to use, for Federal Government purposes, software, modifications to software, and associated documentation that is designed, developed, installed, or enhanced with Federal financial participation as required by subdivision (b) of 45 C.F.R. section 95.617. Proprietary operating/vendor software packages which are provided at established catalog or market prices and sold or leased to the general public will not be subject to the ownership provisions in subdivisions (a) and (b) of 45 C.F.R. section 95.617.

In the event of a conflict between GSPD-ITGP Cloud Provisions 4.1, 9.1.1, and 9.2, subdivisions (a) and (b) of 45 C.F.R. section 95.617 shall prevail.

Exhibit A-1, Page 1 of 1

EXHIBIT A-1 – Product List Quantity Description

12,300 Atlassian Jira Software(Cloud) Enterprise

12,300 Atlassian Confluence (Cloud) Enterprise

2,400 Jira Service Management Cloud Enterprise

6,000 Atlassian Guard Standard

150 Jira Product Discovery

6,000 Capacity Tracker Cloud for Jira

6,000 Financial Tracker Cloud for Jira (Cloud)

6,000 Tempo Timesheets

6,000 Microsoft Sharepoint One Drive Connector for Confluence

6,000 Microsoft Sharepoint One Drive Connector for Jira

10 Statuspage audience specific standard (packs)

3,000 Draw.io Diagrams & Whiteboards for Confluence Cloud

3,000 Draw.io Diagrams for Jira Cloud

3,000 Requirements & Test Management for Jira Cloud

3,000 Scriptrunner for Jira Cloud

3,000 Slide Presenter for Confluence Cloud

3,000 XRay Test Management for Jira Cloud

50 Opsgenie Enterprise

100 Confluence Premium

25 Jira Service Management (Cloud) Premium

100 Scroll Documents for Confluence Cloud

100 Scroll Viewpoint for Confluence Cloud

800/3200 Jira Align Enterprise (800 Jira Full Align users) and (3200 Jira Integrated Users)

1 Enterprise Insights

Exhibit B, Page 1 of 2

EXHIBIT B – BUDGET DETAILS AND PAYMENT PROVISIONS

1. Invoicing and Payment

A. Upon receipt and approval of the invoices, DHCS agrees to compensate the

Contractor for actual expenditures incurred in accordance with the budget attached hereto.

B. Invoices must include the Agreement Number and must be submitted not more frequently than monthly in arrears to:

ATTN: ETS Invoice Coordinator ETSInvoiceCoordinator@dhcs.ca.gov 1500 Capitol Ave, MS 6304 Sacramento, CA 95814

DHCS, at its discretion, may designate an alternate invoice submission address. A change in the invoice address must be accomplished via a written notice to the Contractor by DHCS and must not require an amendment to this Agreement.

C. Invoices must:

1) Be prepared on Contractor letterhead. If invoices are not on produced letterhead invoices must be signed by an authorized official, employee or agent certifying that the expenditures claimed represents actual expenses for the service performed under this Agreement.

2) Bear the Contractor’s name as shown on the Agreement.

3) Identify the billing and/or performance period covered by the invoice.

4) Itemize costs for the billing period in the same or greater level of detail as indicated in this Agreement. Subject to the terms of this Agreement, reimbursement may only be sought for those costs and/or cost categories expressly identified as allowable in this Agreement and approved by DHCS.

2. Budget Contingency Clause

A. It is mutually agreed that if the Budget Act of the current year and/or any subsequent years covered under this Agreement does not appropriate sufficient funds for the program, this Agreement must be of no further force and effect. In this event, DHCS will have no liability to pay any funds whatsoever to Contractor or to furnish any other considerations under this Agreement and Contractor will not be obligated to perform any provisions of this Agreement.

B. If funding for any fiscal year is reduced or deleted by the Budget Act for purposes of this program, DHCS must have the option to either cancel this Agreement with no liability occurring to DHCS, or offer an agreement amendment to Contractor to reflect the reduced amount.

mailto:ETSInvoiceCoordinator@dhcs.ca.gov

Exhibit B, Page 2 of 2

3. Prompt Payment Clause

Payment will be made in accordance with, and within the time specified in, Government Code Chapter 4.5, commencing with Section 927.

4. Amounts Payable

Reimbursement must be made for allowable expenses up to the amount annually encumbered commensurate with the state fiscal year in which services are performed and/or goods are received.

5. Expense Allowability / Fiscal Documentation

A. Invoices, received from a Contractor and accepted and/or submitted for payment by

DHCS, must not be deemed evidence of allowable agreement costs.

B. Contractor must maintain for review and audit and supply to DHCS 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 DHCS because invoice detail, fiscal records, or backup documentation is nonexistent or inadequate according to generally accepted accounting principles or practices, all questionable costs may be disallowed and payment may be withheld by DHCS.

Upon receipt of adequate documentation supporting a disallowed or questionable expense, reimbursement may resume for the amount substantiated and deemed allowable.

D. Costs and/or expenses deemed unallowable are subject to recovery by DHCS.

6. Timely Submission of Final Invoice

A. A final undisputed invoice must be submitted for payment no more than ninety (90) calendar days following the expiration or termination date of this Contract, unless a later or alternate deadline is agreed to in writing by the Program Contract Manager.

Said invoice should be clearly marked “Final Invoice”, thus indicating that all payment obligations of DHCS under this Contract have ceased and that no further payments are due or outstanding.

B. DHCS may, at its discretion, choose not to honor any delinquent final invoice if the

Contractor fails to obtain prior written DHCS approval of an alternate final invoice submission deadline. Written DHCS approval must be sought from the Program Contract Manager prior to the expiration or termination date of this Contract.

Exhibit B-1, Page 1 of 1

EXHIBIT B-1 – COST WORKSHEET

Placeholder for costs from IFB, Attachment 2, Cost Worksheet

Exhibit C, Page 1 of 1

EXHIBIT C – GENERAL PROVISIONS

Department of General Services Procurement Division, INFORMATION TECHNOLOGY

- GENERAL PROVISIONS CLOUD - COMPUTING SERVICES, DGS PD 402-ITGP

(Cloud) - (Revised and Effective 2/20/2025) https://www.dgs.ca.gov/-/media/Divisions/PD/Acquisitions/Solicitation-Document-Attachments/IT-General-Provisions-Cloud-DGS-PD-402ITGP-Revised-02202025.pdf https://www.dgs.ca.gov/-/media/Divisions/PD/Acquisitions/Solicitation-Document-Attachments/IT-General-Provisions-Cloud-DGS-PD-402ITGP-Revised-02202025.pdf https://www.dgs.ca.gov/-/media/Divisions/PD/Acquisitions/Solicitation-Document-Attachments/IT-General-Provisions-Cloud-DGS-PD-402ITGP-Revised-02202025.pdf https://www.dgs.ca.gov/-/media/Divisions/PD/Acquisitions/Solicitation-Document-Attachments/IT-General-Provisions-Cloud-DGS-PD-402ITGP-Revised-02202025.pdf

Department of Health Care Services IFB 25-34460 Procurement Division Attachment 1, Sample Agreement Exhibit D, Page 1 of 18

1. Federal Equal Employment Opportunity Requirements

2. Federal Contract Funds

3. Subcontract Requirements

4. Air or Water Pollution Requirements

5. Debarment and Suspension Certification

6. Drug Free Workplace Act of 1988

7. Use of Small, Minority Owned and Women's Businesses

8. Procurement Rules

9. Alien Ineligibility Certification

10. Warranty Against Payment of a Broker’s Fee

11. Public Communications

12. Compliance with Statutes and Regulations

13. Lobbying Restrictions and Disclosure Certification

Attachment 1 Certification Regarding Lobbying

Attachment 2 Standard Form-LLL, Disclosure of Lobbying Activities

Exhibit D - IT Federal Terms and Conditions

Submission of a proposal in response to this solicitation will constitute acceptance to the IT Federal Terms and Conditions including, but not limited to, Attachments 1 and 2 of this Exhibit.

The use of headings or titles throughout this Exhibit is for convenience only and shall not be used to interpret or to govern the meaning of any specific term or condition.

Index of Terms and Conditions

Department of Health Care Services IFB 25-34460 Procurement Division Attachment 1, Sample Agreement Exhibit D, Page 2 of 18

1. Federal Equal Opportunity Requirements

(Applicable to all federally funded agreements.)

a. The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, physical or mental handicap, disability, age or status as a disabled veteran or veteran of the Vietnam era. The Contractor will take affirmative action to ensure that qualified applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, national origin, physical or mental handicap, disability, age or status as a disabled veteran or veteran of the Vietnam era. Such action shall include, but not be limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation;

and career development opportunities and selection for training, including apprenticeship.

The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Federal Government or DHCS, setting forth the provisions of the Equal Opportunity clause, Section 503 of the Rehabilitation Act of 1973 and the affirmative action clause required by the Vietnam Era Veterans' Readjustment Assistance Act of 1974 (38 U.S.C. 4212). Such notices shall state the Contractor's obligation under the law to take affirmative action to employ and advance in employment qualified applicants without discrimination based on their race, color, religion, sex, national origin physical or mental handicap, disability, age or status as a disabled veteran or veteran of the Vietnam era and the rights of applicants and employees.

b. The Contractor will, in all solicitations or advancements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin physical or mental handicap, disability, age or status as a disabled veteran or veteran of the Vietnam era.

c. The Contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding a notice, to be provided by the Federal Government or the State, advising the labor union or workers' representative of the Contractor's commitments under the Federal Equal Opportunity Requirements and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

d. The Contractor will comply with all provisions of and furnish all information and reports required by Section 503 of the Rehabilitation Act of 1973, as amended, the Vietnam Era Veterans' Readjustment Assistance Act of 1974 (38 U.S.C. 4212) and of the Federal Executive Order No. 11246 as amended including by Executive Order 11375, ‘Amending Executive Order 11246 Relating to Equal Employment Opportunity’ and as supplemented by regulation at 41 CFR part 60, “Office of the Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor,” and of the rules, regulations, and relevant orders of the Secretary of Labor.

Department of Health Care Services IFB 25-34460 Procurement Division Attachment 1, Sample Agreement Exhibit D, Page 3 of 18

e. The Contractor will furnish all information and reports required by Federal Executive Order No. 11246 as amended including by Executive Order 11375, ‘Amending Executive Order 11246 Relating to Equal Employment Opportunity,‘ and as supplemented by regulation at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor,” and the Rehabilitation Act of 1973, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to its books, records, and accounts by the State and its designated representatives and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.

f. In the event of the Contractor's noncompliance with the requirements of the provisions herein or with any federal rules, regulations, or orders which are referenced herein, this Agreement may be cancelled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further federal and state contracts in accordance with procedures authorized in Federal Executive Order No. 11246 as amended and such other sanctions may be imposed and remedies invoked as provided in Federal Executive Order No. 11246 as amended including by Executive Order 11375, ‘Amending Executive Order 11246 Relating to Equal Employment Opportunity’, and as supplemented by regulation at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor,” or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.

g. The Contractor will include the provisions of Paragraphs a through g in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Federal Executive Order No. 11246 as amended including by Executive Order 11375, ‘Amending Executive Order 11246 Relating to Equal Employment Opportunity’, and as supplemented by regulation at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor,” or Section 503 of the Rehabilitation Act of 1973 or (38 U.S.C. 4212) of the Vietnam Era Veteran's Readjustment Assistance Act, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as the Director of the Office of Federal Contract Compliance Programs or DHCS may direct as a means of enforcing such provisions including sanctions for noncompliance provided, however, that in the event the Contractor becomes involved in, or is threatened with litigation by a subcontractor or vendor as a result of such direction by DHCS, the Contractor may request in writing to DHCS, who, in turn, may request the United States to enter into such litigation to protect the interests of the State and of the United States.

2. Federal Contract Funds

(Applicable only to that portion of an agreement funded in part or whole with federal funds.)

a. It is mutually understood between the parties that this Agreement may have been written before ascertaining the availability of congressional appropriation of funds, for the mutual benefit of both parties, in order to avoid program and fiscal delays which would occur if the Agreement were executed after that determination was made.

b. This Agreement is valid and enforceable only if sufficient funds are made available to DHCS by the United States Government for the fiscal years covered by the term of this

Department of Health Care Services IFB 25-34460 Procurement Division Attachment 1, Sample Agreement Exhibit D, Page 4 of 18

Agreement. In addition, this Agreement is subject to any additional restrictions, limitations, or conditions enacted by the Congress or any statute enacted by the Congress which may affect the provisions, terms or funding of this Agreement in any manner.

c. It is mutually agreed that if the Congress does not appropriate sufficient funds for the program, this Agreement shall be amended to reflect any reduction in funds.

d. 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.

3. Subcontract Requirements

(Applicable to agreements under which services are to be performed by subcontractors including independent consultants.)

a. Prior written authorization will be required before the Contractor enters into or is reimbursed for any subcontract for services costing $5,000 or more. Except as indicated in Paragraph a (3) herein, when securing subcontracts for services exceeding $5,000, the Contractor shall obtain at least three bids or justify a sole source award.

(1) The Contractor must provide in its request for authorization, all information necessary for evaluating the necessity or desirability of incurring such cost.

(2) DHCS may identify the information needed to fulfill this requirement.

(3) Subcontracts performed by the following entities or for the service types listed below are exempt from the bidding and sole source justification requirements:

(a) A local governmental entity or the federal government,

(b) A State college or State university from any State,

(c) A Joint Powers Authority,

(d) An auxiliary organization of a California State University or a California community college,

(e) A foundation organized to support the Board of Governors of the California Community Colleges,

(f) An auxiliary organization of the Student Aid Commission established under Education Code § 69522,

(g) Firms or individuals proposed for use and approved by DHCS’ funding Program via acceptance of an application or proposal for funding or pre/post contract award negotiations,

(h) Entities and/or service types identified as exempt from advertising and competitive bidding in State Contracting Manual Chapter 5 Section 5.80 Subsection B.2.

Department of Health Care Services IFB 25-34460 Procurement Division Attachment 1, Sample Agreement Exhibit D, Page 5 of 18

b. DHCS reserves the right to approve or disapprove the selection of subcontractors and with advance written notice, require the substitution of subcontractors and require the Contractor to terminate subcontracts entered into in support of this Agreement.

(1) Upon receipt of a written notice from DHCS requiring the substitution and/or termination of a subcontract, the Contractor shall take steps to ensure the completion of any work in progress and select a replacement, if applicable, within 30 calendar days, unless a longer period is agreed to by DHCS.

c. Actual subcontracts (i.e., written agreement between the Contractor and a subcontractor) of $5,000 or more are subject to the prior review and written approval of DHCS. DHCS may, at its discretion, elect to waive this right. All such waivers shall be confirmed in writing by DHCS.

d. Contractor shall maintain a copy of each subcontract entered into in support of this Agreement and shall, upon request by DHCS, make copies available for approval, inspection, or audit.

e. DHCS assumes no responsibility for the payment of subcontractors used in the performance of this Agreement. Contractor accepts sole responsibility for the payment of subcontractors used in the performance of this Agreement.

f. The Contractor is responsible for all performance requirements under this Agreement even though performance may be carried out through a subcontract.

g. The Contractor shall ensure that all subcontracts for services include provision(s) requiring compliance with applicable terms and conditions specified in this Agreement.

h. The Contractor agrees to include the following clause, relevant to record retention, in all subcontracts for services:

"(Subcontractor Name) agrees to maintain and preserve, until three years after termination of (Agreement Number) and final payment from DHCS to the Contractor, to permit DHCS or any duly authorized representative, to have access to, examine or audit any pertinent books, documents, papers and records related to this subcontract and to allow interviews of any employees who might reasonably have information related to such records."

i. Unless otherwise stipulated in writing by DHCS, the Contractor shall be the subcontractor's sole point of contact for all matters related to performance and payment under this Agreement.

j. Contractor shall, as applicable, advise all subcontractors of their obligations pursuant to the following numbered provisions of this Exhibit: 1, 2, 3, 4, 5, 6, 7, 8, 10, 11, 12, 13, 14, 17, 19, 20, 24, 32 and/or other numbered provisions herein that are deemed applicable.

Department of Health Care Services IFB 25-34460 Procurement Division Attachment 1, Sample Agreement Exhibit D, Page 6 of 18

4. Air or Water Pollution Requirements

Any federally funded agreement and/or subcontract in excess of $100,000 must comply with the following provisions unless said agreement is exempt by law.

a. Government contractors agree to comply with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act 42 USC 7606], section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations.

b. Institutions of higher education, hospitals, nonprofit organizations and commercial businesses agree to comply with all applicable standards, orders, or requirements issued under the Clean Air Act (42 U.S.C. 7401 et seq.), as amended, and the Clean Water Act (33 U.S.C. 1251 et seq.), as amended.

5. Debarment and Suspension Certification

(Applicable to all agreements funded in part or whole with federal funds.)

a. By signing this Agreement, the Contractor/Grantee agrees to comply with applicable federal suspension and debarment regulations including, but not limited to (2 CFR 180, 2

CFR 376)

b. By signing this Agreement, the Contractor certifies to the best of its knowledge and belief, that it and its principals:

(1) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any federal department or agency.

(2) Have not within a three-year period preceding this application/proposal/agreement been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) or private transaction or contract; violation of Federal or State antitrust statutes or 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.

(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.

Department of Health Care Services IFB 25-34460 Procurement Division Attachment 1, Sample Agreement Exhibit D, Page 7 of 18

(6) Shall not knowingly enter into any lower tier covered transaction with a person who is proposed for debarment under federal regulations (i.e., 48 CFR part 9, subpart 9.4), debarred, suspended, declared ineligible, or voluntarily excluded from participation in such transaction, unless authorized by the State.

(7) Will include a clause entitled, "Debarment and Suspension Certification'' that essentially sets forth the provisions herein, in all lower tier covered transactions and in all solicitations for lower tier covered transactions.

c. If the Contractor is unable to certify to any of the statements in this certification, the Contractor shall submit an explanation to the DHCS program funding this Contract.

d. The terms and definitions herein have the meanings set out in 2 CFR Part 180 as supplemented by 2 CFR Part 376.

e. If the Contractor knowingly violates this certification, in addition to other remedies available to the Federal Government, the DHCS may terminate this Agreement for cause or default.

6. Drug Free Workplace Act of 1988

The Federal government implemented the Drug Free Workplace Act of 1988 in an attempt to address the problems of drug abuse on the job. It is a fact that employees who use drugs have less productivity, a lower quality of work, and a higher absenteeism, and are more likely to misappropriate funds or services. From this perspective, the drug abuser may endanger other employees, the public at large, or themselves. Damage to property, whether owned by this entity or not, could result from drug abuse on the job. All these actions might undermine public confidence in the services this entity provides.

Therefore, in order to remain a responsible source for government contracts, the following guidelines have been adopted:

a. The unlawful manufacture, distribution, dispensation, possession or use of a controlled substance is prohibited in the work place.

b. Violators may be terminated or requested to seek counseling from an approved rehabilitation service.

c. Employees must notify their employer of any conviction of a criminal drug statue no later than five days after such conviction.

d. Although alcohol is not a controlled substance, it is nonetheless a drug. It is the policy that abuse of this drug will also not be tolerated in the workplace.

e. Contractors of federal agencies are required to certify that they will provide drug- free workplaces for their employees.

7. Use of Small, Minority Owned and Women's Businesses

(Applicable to that portion of an agreement that is federally funded and entered into with institutions of higher education, hospitals, nonprofit organizations or commercial

Department of Health Care Services IFB 25-34460 Procurement Division Attachment 1, Sample Agreement Exhibit D, Page 8 of 18 businesses.)

Positive efforts shall be made to use small businesses, minority-owned firms and women's business enterprises, whenever possible (i.e., procurement of goods and/or services). Contractors shall take all of the following steps to further this goal.

(1) Ensure that small businesses, minority-owned firms, and women's business enterprises are used to the fullest extent practicable.

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

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

(4) Encourage contracting with consortiums of small businesses, minority-owned firms and women's business enterprises when a contract is too large for one of these firms to handle individually.

(5) Use the services and assistance, as appropriate, of such organizations as the Federal Small Business Administration and the U.S. Department of Commerce's Minority Business Development Agency in the solicitation and utilization of small businesses, minority-owned firms and women's business enterprises.

8. Procurement Rules

(Applicable to all agreements in which equipment, miscellaneous property, commodities and/or supplies are furnished by DHCS or expenses for said items are reimbursed with state or federal funds.)

a. Equipment definitions

Wherever the term equipment and/or miscellaneous property is used, the following definitions shall apply:

(1) Major equipment: 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.

(2) Minor equipment: A tangible item having a base unit cost of less than $5,000 with a life expectancy of one (1) year or more that is listed on the DHCS Asset Management Unit’s Minor Equipment List and is either furnished by DHCS or the cost is reimbursed through this Agreement. Contractors may obtain a copy of the Minor Equipment List by making a request through the DHCS Program Contract Manager.

(3) Miscellaneous property: A specific tangible item with a life expectancy of one

(1) year or more that is either furnished by DHCS or the cost is reimbursed through this Agreement. Examples include, but are not limited to: furniture (excluding modular

Department of Health Care Services IFB 25-34460 Procurement Division Attachment 1, Sample Agreement Exhibit D, Page 9 of 18 furniture), cabinets, typewriters, desktop calculators, portable dictators, non-digital cameras, etc.

b. Nonprofit organizations and commercial businesses, whether acting as a contractor and/or subcontractor, may secure commodities, supplies, equipment and services related to such purchases for performance under this Agreement.

(1) Equipment purchases shall not exceed $50,000 annually.

To secure equipment above the annual maximum limit of $50,000, the Contractor shall make arrangements through the appropriate DHCS Program Contract Manager, to have all remaining equipment purchased through DHCS’ Purchasing Unit. The cost of equipment purchased by or through DHCS shall be deducted from the funds available in this Agreement. Contractor shall submit to the DHCS Program Contract Manager a list of equipment specifications for those items that DHCS must procure. DHCS may pay the vendor directly for such arranged equipment purchases and title to the equipment will remain with DHCS. The equipment will be delivered to the Contractor's address, as stated on the face of the Agreement, unless the Contractor notifies the DHCS Program Contract Manager, in writing, of an alternate delivery address.

(2) All equipment purchases are subject to Paragraphs d through h of Provision 3. Paragraph b of Provision 3 shall also apply, if equipment purchases are delegated to subcontractors that are either a government or public entity.

(3) (Nonprofit organizations and commercial businesses, shall use a procurement system that meets the following standards:

(a) Maintain a code or standard of conduct that shall govern the performance of its officers, employees, or agents engaged in awarding procurement contracts. No employee, officer, or agent shall participate in the selection, award, or administration of a procurement contract in which, to his or her knowledge, he or she has a financial interest.

(b) Procurements shall be conducted in a manner that provides, to the maximum extent practical, open, and free competition.

(c) Procurements shall be conducted in a manner that provides for all of the following:

[1] Avoid purchasing unnecessary or duplicate items.

[2] Equipment solicitations shall be based upon a clear and accurate description of the technical requirements of the goods to be procured.

[3] Take positive steps to utilize small and veteran owned businesses.

c. Unless waived or otherwise stipulated in writing by DHCS, prior written authorization from the appropriate DHCS Program Contract Manager will be required before the Contractor will be reimbursed for any purchase of $5,000 or more for commodities, supplies, equipment, and services related to such purchases. The Contractor must provide in its request for authorization all particulars necessary, as specified by DHCS, for evaluating the necessity or desirability of incurring such costs. The term "purchase" excludes the

Department of Health Care Services IFB 25-34460 Procurement Division Attachment 1, Sample Agreement Exhibit D, Page 10 of 18 purchase of services from a subcontractor and public utility services at rates established for uniform applicability to the general public.

d. In special circumstances, determined by DHCS (e.g., when DHCS has a need to monitor certain purchases, etc.), DHCS may require prior written authorization and/or the submission of paid vendor receipts for any purchase, regardless of dollar amount. DHCS reserves the right to either deny claims for reimbursement or to request repayment for any Contractor and/or subcontractor purchase that DHCS determines to be unnecessary in carrying out performance under this Agreement.

e. The Contractor and/or subcontractor must maintain a copy or narrative description of the procurement system, guidelines, rules, or regulations that will be used to make purchases under this Agreement. The State reserves the right to request a copy of these documents and to inspect the purchasing practices of the Contractor and/or subcontractor at any time.

f. For all purchases, the Contractor and/or subcontractor must maintain copies of all paid vendor invoices, documents, bids and other information used in vendor selection, for inspection or audit. Justifications supporting the absence of bidding (i.e., sole source purchases) shall also be maintained on file by the Contractor and/or subcontractor for inspection or audit.

g. DHCS may, with cause (e.g., with reasonable suspicion of unnecessary purchases or use of inappropriate purchase practices, etc.), withhold, cancel, modify, or retract the delegated purchase authority granted under Paragraphs b of Provision 6 by giving the Contractor no less than 30 calendar days’ written notice.

9. Alien Ineligibility Certification

(Applicable to sole proprietors entering federally funded agreements.)

By signing this Agreement, the Contractor certifies that he/she is not an alien that is ineligible for state and local benefits, as defined in Subtitle B of the Personal Responsibility and Work Opportunity Act. (8 U.S.C. 1601, et seq.)

10. Warranty Against Payment of a Broker’s Fee

The Contractor (or any of its officers, director or employees) agrees it has not employed any broker or finder or incurred any liability for any brokerage fee, commission or finder’s fee (or similar fees, commission or reimbursement expenses) in connection with the transactions contemplated by this Contract.

11. Public Communications

Electronic and printed documents developed and produced, for public communications shall follow the following requirements to comply with Section 508 of the Rehabilitation Act and the American with Disabilities Act:

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

Department of Health Care Services IFB 25-34460 Procurement Division Attachment 1, Sample Agreement Exhibit D, Page 11 of 18 informed choices.

12. Compliance with Statutes and Regulations

a. The Contractor shall comply with all California and federal law, regulations, and published guidelines, to the extent that these authorities contain requirements applicable to Contractor's performance under the Agreement.

b. These authorities include, but are not limited to, Title 2, Code of Federal Regulations (CFR) Part 200, subpart F, Appendix II; Title 42 CFR Part 431, subpart F; Title 42 CFR Part 433, subpart F; Title 42 CFR Part 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.

13. Lobbying Restrictions and Disclosure Certification

(Applicable to federally funded contracts 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, subcontract, grant, or subgrant, which is subject to Section 1352 of the 31, U.S.C., and which exceeds $100,000 at any tier, shall file a certification (in the form set forth in Attachment 1), consisting of one page, entitled “Certification Regarding Lobbying”) that the recipient has not made, and will not make, any payment prohibited by Paragraph b of this provision.

(2) Each recipient shall file a disclosure (in the form set forth in Attachment 2), entitled “Standard Form-LLL, Disclosure of Lobbying Activities”) if such recipient has made or has agreed to make any payment using nonappropriated funds (to include profits from any covered federal action) in connection with a contract or grant or any extension or amendment of that contract or grant, which would be prohibited under Paragraph b of this provision if paid for with appropriated funds.

(3) Each recipient shall file a disclosure form at the end of each calendar quarter in which there occurs any event that requires disclosure or that materially affect the accuracy of the information contained in any disclosure form previously filed by such person under Paragraph a(2) herein. An event that materially affects the accuracy of the information reported includes:

(a) A cumulative increase of $25,000 or more in the amount paid or expected to be paid for influencing or attempting to influence a covered federal action;

(b) A change in the person(s) or individuals(s) influencing or attempting to influence a covered federal action; or

(c) A change in the officer(s), employee(s), or member(s) contacted for the purpose of influencing or attempting to influence a covered federal action.

(4) Each person (or recipient) who requests or receives from a person referred to in

Department of Health Care Services IFB 25-34460 Procurement Division Attachment 1, Sample Agreement Exhibit D, Page 12 of 18

Paragraph a(1) of this provision a contract, subcontract, grant or subgrant exceeding $100,000 at any tier under a contract or grant shall file a certification, and a disclosure form, if required, to the next tier above.

(5) All disclosure forms (but not certifications) shall be forwarded from tier to tier until received by the person referred to in Paragraph a(1) of this provision. That person shall forward all disclosure forms to DHCS Program Contract Manager.

b. Prohibition

Section 1352 of Title 31, U.S.C., provides in part that no appropriated funds may be expended by the recipient of a federal contract, grant, loan, or cooperative agreement to pay any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any of the following covered federal actions: the awarding of any federal contract, the making of any federal grant, the making of any federal loan, entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement.

Department of Health Care Services IFB 25-34460 Procurement Division Attachment 1, Sample Agreement Exhibit D, Page 13 of 18

Attachment 1 CERTIFICATION REGARDING LOBBYING

The recipient certifies, to the best of his or her knowledge and belief, that:

1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the making, awarding or entering into of this Federal contract, Federal grant, or cooperative agreement, and the extension, continuation, renewal, amendment, or modification of this Federal contract, grant, or cooperative agreement.

2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency of the United States Government, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, or cooperative agreement, the undersigned must complete and submit Standard Form LLL, “Disclosure of Lobbying Activities'' in accordance with its instructions.

3. The recipient must require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontractors, subgrants, and contracts under grants and cooperative agreements) of $100,000 or more, and that all subrecipients must certify and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S.C., any person who fails to file the required certification will be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

By signing or otherwise accepting the Agreement, the recipient certifies and files this Attachment 1. CERTIFICATION REGARDING LOBBYING, as required by Section 1352, Title 31, U.S.C., unless the conditions stated in paragraph 2 above exist. In such case, the awardee/contractor must complete and sign Attachment 2. CERTIFICATION REGARDING LOBBYING and return it to the Department of Health Care Services.

Department of Health Care Services IFB 25-34460 Procurement Division Attachment 1, Sample Agreement Exhibit D, Page 14 of 18

Attachment 2

STANDARD FORM-LLL, DISCLOSURE OF LOBBYING ACTIVITIES

Approved by OMB (0348-0046) Complete this form to disclose lobbying activities pursuant to 31 U.S.C. 1352 (See reverse for public burden disclosure)

1. Type of Federal Action:

2. Status of Federal Action:

3. Report Type:

a. contract

b. grant

c. cooperative agreement

d. loan

e. loan guarantee

f. loan insurance

a. bid/offer/applicatio n

b. initial award

c. post-award

a. initial filing

b. material change

For Material Change Only:

Year quarter da

4. Name and Address of Reporting Entity:

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

☐ Prime ☐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:

10.a. Name and Address of Lobbying Registrant (If individual, last name, first name, MI):

b. Individuals Performing Services (including address if different from 10a.

(Last name, First name, MI):

11. Amount of Payment (check all that apply):

$ ☐ actual ☐planned

13. Type of Payment (check all that apply):

☐ a. retainer ☐ b. one-time fee ☐ c. commission ☐ d. contingent fee ☐ e. deferred ☐ f. other

Specify:

12. Form of Payment (check all that apply):

☐ a. cash ☐ b. in-kind; specify: nature:

value:

Department of Health Care Services IFB 25-34460 Procurement Division Attachment 1, Sample Agreement Exhibit D, Page 15 of 18

14. Brief Description of Services Performed or to be Performed and Date(s) of Service, including officer(s), employee(s), or Member(s) contacted, for Payment indicated in Item 11:

15. Continuation Sheet(s) SF-LLL-A attached: ☐ Yes ☐ No

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

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

This…