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a). If participants are served under this subgrant agreement, the Subgrantee will establish a participant
<br />data system as prescribed by the -pass-through" entity.
<br />b). Subgrantee will retain all records pertinent to this subgrant agreement for a period of three years
<br />from the date of final payment of this subgrant agreement. If, at the end of three years, there is
<br />litigation or an audit involving those records, the Subgrantee will retain the records until the
<br />resolution of such litigation or audit. Refer to Uniform Guidance, Subpart D, Part 200.333-200.337.
<br />e). The "pass-through" entity and/or the DOL, or their designee (refer to Uniform Guidance, Subpart F,
<br />Part 200.500-200.521)will have access to and right to examine, monitor and audit all records, documents,
<br />conditions and activities related to programs funded by this subgrant agreement. For purposes of this
<br />section, "access to" means that the Subgrantee shall at all times maintain within the State of California
<br />a complete set of records and documents related to programs funded by this agreement. The Subgrantee
<br />shall comply with this requirement regardless of whether it ceases to operate or maintain a presence
<br />within the State of California before the expiration of the subgrant. Subgrantee's performance under the
<br />terms and conditions herein specified will he subject to an evaluation by the "pass-through" entity of
<br />the adequacy of the services performed, timeliness of response and a general impression of the competency
<br />of the firm and its staff.
<br />14. Audits
<br />a). The Subgrantee will maintain and make available to auditors, at all levels, accounting and program
<br />records including supporting source documentation and cooperate with all auditors. All governmental and
<br />non-profit organizations must follow the audit requirements (single audit or program -specific audit
<br />requirement) of Uniform Guidance 2 CFR Part 200 and DOL Exceptions 2 CFR Part 2900.
<br />b). The Subgrantee and/or auditors performing monitoring or audits of the Subgrantee or its sub-
<br />contracting service providers will immediately report to the "pass-through" entity any incidents of
<br />fraud, abuse or other criminal activity in relation to this subgrant agreement, the WIOA, or its
<br />regulations.
<br />15. Disallowed Costs
<br />Except to the extent that the state determines it will assume liability, the Subgrantee will be liable
<br />for and will repay, to the "pass-through" entity, any amounts expended under this subgrant agreement
<br />found not to be in accordance with WIOA including, but not limited to, disallowed costs. Such repayment
<br />will be from funds (Non -Federal), other than those received under the WIOA.
<br />16. Conflicts
<br />a). Subgrantee will cooperate in the resolution of any conflict with the DOL that may occur from the
<br />activities funded under this agreement.
<br />b). In the event of a dispute between the "pass-through" entity and the Subgrantee over any part of this
<br />subgrant agreement, the dispute may be submitted to non-binding arbitration upon the consent of both the
<br />"pass-through" entity and the Subgrantee. An election for arbitration pursuant to this provision will
<br />not preclude either party from pursuing any remedy for relief otherwise available.
<br />17. Grievances and Complaint System
<br />Subgrantee will establish and maintain a grievance and complaint procedure in compliance with the WIOA,
<br />the Uniform Guidance 2 CFA Part 200, DOL Exceptions 2 CFR Part 2900, federal regulations and state
<br />statues, regulations and policy.
<br />18. Property
<br />All property, whether finished or unfinished documents, data, studies and reports prepared or purchased
<br />by the Subgrantee under this subgrant agreement, will be disposed of in accordance with the direction of
<br />the "pass-through" entity. In addition, any tools and/or equipment furnished to the Subgrantee by the
<br />"pass-through" entity and/or purchased by the Subgrantee with funds pursuant to this subgrant agreement
<br />will be limited to use within the activities outlined in this subgrant agreement and will remain the
<br />property of the United States Government and/or the "pass-through" entity. Upon termination of this
<br />subgrant agreement, Subgrantee will immediately return such tools and/or equipment to the "pass-through"
<br />entity or dispose of them in accordance with the direction of the "pass-through" entity.
<br />19. Intellectual Property Provisions
<br />a).Federal Funding
<br />In any subgrant funded in whole or in part by the federal government, "pass-through" entity may acquire
<br />and maintain the intellectual Property rights, title, and ownership, which result directly or indirectly
<br />from the subgrant, except as provided in 37 CFR Part 401.14. However, pursuant to Uniform Guidance 2 CFR
<br />Part 200 and DOL Exceptions 2 CFA Part 2900 the federal government shall have a royalty -free, non-
<br />exclusive, irrevocable, paid-up licensethroughout the world to use, duplicate, or dispose of such
<br />Intellectual Property throughout the world in any manner for governmental purposes and to have and permit
<br />others to do so.
<br />b).Ownership
<br />(1).Except where "pass-through" entity has agreed in a signed writing to accept a license, "pass-through"
<br />entity shall be and remain, without additional compensation, the sole owner of any and all rights, title
<br />and interest in all intellectual property, from the moment of creation, whether or not jointly conceived,
<br />that are made, conceived, derived from, or reduced to practice by Subgrantee or "pass-through" entity and
<br />which result directly or indirectly from this subgrant agreement.
<br />(2).For the purposes of this subgrant agreement, Intellectual Property means recognized protectable
<br />rights and interest such as: patents, (whether or not issued) copyrights, trademarks, service marks,
<br />applications for any of the foregoing, inventions, trade secrets, trade dress, logos, insignia, color
<br />combinations, slogans, moral rights, right of publicity, author's rights, contract and licensing rights,
<br />works, mask works, industrial design rights, rights of priority, know how, design flows, methodologies,
<br />devices, business processes, developments, innovations, good will, any data or information maintained,
<br />collected or stored in the ordinary course of business by "pass-through" entity, and all other legal
<br />rights protecting intangible proprietary information as may exist now and/or hereafter come into
<br />existence, and all renewals and extensions, regardless of whether those rights arise under the laws of
<br />the United States, or any other state, country or jurisdiction.
<br />(a). For the purposes of the definition of Intellectual Property, "works" means all literary works,
<br />writings and printed matter including the medium by which they are recorded or reproduced, photographs,
<br />art work, pictorial and graphic representations and works of a similar nature, film, motion pictures,
<br />digital images, animation cells, and other audiovisual works including positives and negatives thereof,
<br />sound recordings, tapes, educational materials, interactive videos, computer software and any other
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