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California Department of Public Health - Special Terms and Conditions Exhibit D(F)
<br /> (1) Upon receipt of a written notice from CDPH requiring the substitution and/or termination of a
<br /> subcontract, the Contractor shall take steps to ensure the completion of any work in progress and
<br /> select a replacement, if applicable, within 30 calendar days, unless a longer period is agreed to by
<br /> CDPH.
<br /> c. Actual subcontracts (i.e., written agreement between the Contractor and a subcontractor) of $5,000 or
<br /> more are subject to the prior review and written approval of CDPH. CDPH may, at its discretion, elect to
<br /> waive this right. All such waivers shall be confirmed in writing by CDPH.
<br /> d. Contractor shall maintain a copy of each subcontract entered into in support of this Agreement and shall,
<br /> upon request by CDPH, make copies available for approval, inspection, or audit.
<br /> e. CDPH assumes no responsibility for the payment of subcontractors used in the pertormance of this
<br /> Agreement. Contractor accepts sole responsibility for the payment of subcontractors used in the
<br /> pertormance of this Agreement.
<br /> f. The Contractor is responsible for all performance requirements under this Agreement even though
<br /> performance may be carried out through a subcontract.
<br /> g. The Contractor shall ensure that all subcontracts for services include provision(s) requiring compliance
<br /> with applicable terms and conditions specified in this Agreement.
<br /> h. The Contractor agrees to include the following clause, relevant to record retention, in all subcontracts for
<br /> services:
<br /> "(Subcontractor Name) agrees to maintain and preserve, until three years after termination of
<br /> (Agreement Number) and final payment from CDPH to the Contractor, to permit CDPH or any duly
<br /> authorized representative, to have access to, examine or audit any pertinent books, documents,
<br /> papers and records related to this subcontract and to allow interviews of any employees who
<br /> might reasonably have information related to such records."
<br /> i. Unless otherr✓ise stipufated in writing by CDPH, the Contractor shall be the subcontractor's sole point of
<br /> contact for all matters related to performance and payment under this Agreement
<br /> j. Contractor shall, as applicable, advise alI subcontractors of their obligations pursuant to the following
<br /> numbered provisions of this Exhibit: 1, 2, 3, 4, 5, 6, 7, 8, 10, 11, 12, 13, 14, 17, 19, 20, 24, and 31 or other
<br /> numbered provisions herein that deemed applicable.
<br /> 6. Income Restrictions
<br /> Unless otherwise stipulated in this Agreement, the Contractor agrees that any refunds, rebates, credits, or
<br /> other amounts (including any interest thereon) accruing to or received by the Contractor under this Agreement
<br /> shall be paid by the Contractor to CDPH, to the extent that they are properly altocable to costs for which the
<br /> Contractor has been reimbursed by CDPH under this Agreement
<br /> 7. Audit and Record Retention
<br /> (Applicable to agreements in excess of $10,000.)
<br /> a. The Contractor and/or Subcontractor shall maintain books, records, documents, and other evidence,
<br /> accounting procedures and practices, sufficient to properly reflect all direct and indirect costs of whatever
<br /> nature claimed to have been incurred in the performance of this Agreement, including any matching costs
<br /> and expenses. The foregoing constitutes "records" for the purpose of this provision.
<br /> b. The Contractor's and/or subcontractor's faciliry or office or such part thereof as may be engaged in the
<br /> pertormance of this Agreement and hislher records shall be subject at all reasonable times to inspection,
<br /> audit, and reproduction.
<br /> c. Contractor agrees that CDPH, the Department of General Services, the Bureau of State Audits, or their
<br /> designated representatives including the Comptroller General of the United States shall have the right to
<br /> CDPH Exhibit D(F) (8/10) Page 8 of 25 .
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