HomeMy WebLinkAboutAgreement A-21-544 with Omni.pdf- 1 -
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AGREEMENT
THIS AGREEMENT is made and entered into this ____ day of __________, 2021, by
and between the COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter
referred to as “COUNTY”, and Omni Family Health, a California Private-Not-for-Profit corporation, whose
address is 4900 California Avenue, Suite 400, Bakersfield, CA 93309, hereinafter referred to as
"CONTRACTOR".
WITNESSETH:
WHEREAS, COUNTY, through its Department of Public Health (Department), is in need of a
qualified agency to provide services for improving prevention and management of heart disease and
stroke through implementation of clinic-based strategies and community-clinical linkages; and
WHEREAS, CONTRACTOR has the facilities, equipment, resources, and personnel skilled in the
provision of such services; and
WHEREAS, CONTRACTOR, is qualified and willing to provide such services, pursuant to the
terms and conditions of this Agreement.
NOW, THERERFORE, in consideration of the mutual covenants, terms and conditions herein
contained, the parties agree as follows:
1.OBLIGATIONS OF THE CONTRACTOR
CONTRACTOR shall perform all services and fulfill all responsibilities as described in Exhibit
A, attached hereto and incorporated herein by this reference, for the duration of this Agreement.
2.TERM:
The Agreement shall become effective upon execution and shall terminate on the 29th of
September 2022. This Agreement may be extended for one (1) additional consecutive twelve (12)
month period upon written approval of both parties no later than thirty (30) days prior to the first day of
the next twelve (12) month extension period. The Director of the Department of Public Health or his or
her designee is authorized to execute such written approval on behalf of COUNTY based on
CONRACTOR’s satisfactory performance.
3.TERMINATION
A.Non-Allocation of Funds - The terms of this Agreement, and the services to be
Agreement No. 21-544
14th December
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provided hereunder, are contingent on the approval of funds by the appropriating government agency.
Should sufficient funds not be allocated, the services provided may be modified, or this Agreement
terminated, at any time by giving the CONTRACTOR thirty (30) days advance written notice.
B. Breach of Contract - The COUNTY may immediately suspend or terminate this
Agreement in whole or in part, where in the determination of the COUNTY there is:
1) An illegal or improper use of funds;
2) A failure to comply with any term of this Agreement;
3) A substantially incorrect or incomplete report submitted to the
COUNTY;
4) Improperly performed service.
In no event shall any payment by the COUNTY constitute a waiver by the
COUNTY of any breach of this Agreement or any default which may then exist on the part of the
CONTRACTOR. Neither shall such payment impair or prejudice any remedy available to the COUNTY
with respect to the breach or default. The COUNTY shall have the right to demand of the CONTRACTOR
the repayment to the COUNTY of any funds disbursed to the CONTRACTOR under this Agreement,
which in the judgment of the COUNTY were not expended in accordance with the terms of this
Agreement. The CONTRACTOR shall promptly refund any such funds upon demand or, at COUNTY’s
option, such repayment shall be deducted from future payments owing to CONTRACTOR under this
Agreement.
C. Without Cause - Under circumstances other than those set forth above, this
Agreement may be terminated by COUNTY upon the giving of thirty (30) days advance written notice of
an intention to terminate to CONTRACTOR. COUNTY’S DPH Director, or designee, is authorized to
execute such written notice on behalf of COUNTY.
4. COMPENSATION/INVOICING:
A. COUNTY agrees to pay CONTRACTOR and CONTRACTOR agrees to receive
maximum compensation as identified in Exhibit B, attached hereto and incorporated herein by this
reference.
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For the period effective upon execution through September 29, 2022, in no
event shall actual services performed be in excess of One Hundred Ninety Thousand and No/100
Dollars ($190,000.00).
If this agreement is renewed for an additional one-year period pursuant to
Section 2, TERM, for the period September 30, 2022 through September 29, 2023, in no event shall
actual services performed be in excess of One Hundred Sixty Thousand and No/100 Dollars
($160,000.00).
In no event shall services performed under this Agreement be in excess of
Three Hundred Fifty Thousand and No/100 Dollars ($350,000.00). It is understood that all expenses
incidental to CONTRACTOR’s performance of services under this Agreement shall be borne by
CONTRACTOR.
B.Except as provided below regarding State and Federal payment delays,
payments shall be made by COUNTY to CONTRACTOR in arrears, for services provided during the
preceding month, within forty-five (45) days after the date of receipt, verification, and approval of
CONTRACTOR’s monthly itemized invoices, by COUNTY’s Department of Public Health.
C.COUNTY shall not be obligated to make any payments under this
Agreement if the request for payment is received by the COUNTY more than forty-five (45) days after
this Agreement has terminated or expired.
D.The contract maximum amount as identified in this Agreement and in
Exhibit B may be reduced based upon State and Federal funding availability. In the event of such
action, the COUNTY’s Department of Public Health Director or designee shall notify the
CONTRACTOR in writing of the reduction in the maximum amount within thirty (30) days of
COUNTY’s notification.
E.CONTRACTOR shall be held financially liable for any and all future
disallowances/audit exceptions due to CONTRACTOR’s deficiency discovered through the State audit
process. At COUNTY’s election, the disallowed amount will be remitted within forty-five (45) days to
COUNTY upon notification or shall be withheld from subsequent payments to CONTRACTOR. The
provisions of this Section 4.E shall survive termination of this Agreement.
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5.INVOICING
CONTRACTOR shall submit to the COUNTY by the twentieth (20th) of each month a
detailed invoice for actual expenses incurred and services rendered, itemizing costs incurred in the
previous month electronically or by mail, to the County of Fresno, Department of Public Health,
Attention: Office of Health Policy and Wellness – CW Staff Analyst, P.O. Box 11867, Fresno, CA
93775-1800.
. Invoices shall detail line items as specified in Exhibit B, including original budget amount(s),
current month’s expenses, year-to-date expenses, and budget balances. In addition, invoices shall
also include all supporting documentation including but not limited to copies of original statements,
program expense receipts, payroll records, mileage claims and documented administrative / overhead
costs. No reimbursement for services shall be made until invoices are received, reviewed and
approved by COUNTY’s Department of Public Health.
6.FUNDING: Funding for this Agreement is provided through Department of Health and
Human Services, Centers for Disease Control and Prevention, Catalog of Federal Domestic
Assistance No. 93.435, Notice of Funding No. DP-18-1817, Grant No. 1 NU58DP006631-01-00.
7.INDEPENDENT CONTRACTOR: In performance of the work, duties and obligations
assumed by CONTRACTOR under this Agreement, it is mutually understood and agreed that
CONTRACTOR, including any and all of the CONTRACTOR'S officers, agents, and employees will at all
times be acting and performing as an independent contractor, and shall act in an independent capacity
and not as an officer, agent, servant, employee, joint venturer, partner, or associate of the COUNTY.
Furthermore, COUNTY shall have no right to control or supervise or direct the manner or method by
which CONTRACTOR shall perform its work and function. However, COUNTY shall retain the right to
administer this Agreement so as to verify that CONTRACTOR is performing its obligations in accordance
with the terms and conditions thereof.
CONTRACTOR and COUNTY shall comply with all applicable provisions of law and the rules and
regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof.
Because of its status as an independent contractor, CONTRACTOR shall have absolutely no right
to employment rights and benefits available to COUNTY employees. CONTRACTOR shall be solely liable
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and responsible for providing to, or on behalf of, its employees all legally-required employee benefits. In
addition, CONTRACTOR shall be solely responsible and save COUNTY harmless from all matters
relating to payment of CONTRACTOR'S employees, including compliance with Social Security
withholding and all other regulations governing such matters. It is acknowledged that during the term of
this Agreement, CONTRACTOR may be providing services to others unrelated to the COUNTY or to this
Agreement.
8.MODIFICATION: Any matters of this Agreement may be modified from time to time by the
written consent of all the parties without, in any way, affecting the remainder. Changes to expense
category (i.e., Salary & Benefits, Operating Expenses, Labor, Travel, Other Costs, etc.) subtotals in the
budgets, as set forth in Exhibit B, that do not exceed 10% of the maximum compensation payable to the
CONTRACTOR may be made with the written approval of COUNTY’s Department of Public Health
Director, or designee. Said modifications shall not result in any change to the maximum compensation
amount payable to CONTRACTOR, as stated in this Agreement.
CONTRACTOR hereby agrees that changes to the compensation under this Agreement may be
necessitated by a reduction in funding from State and/or Federal sources. The COUNTY’s Department of
Public Health Director or designee may modify the maximum compensation depending on State and
Federal funding availability, as stated in Section Four (4), COMPENSATION in this Agreement.
CONTRACTOR further understands that this Agreement is subject to any restrictions, limitations, or
enactments of all legislative bodies which affect the provisions, term, or funding of this Agreement in any
manner.
9.NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this Agreement
nor their rights or duties under this Agreement without the prior written consent of the other party.
10.HOLD HARMLESS: CONTRACTOR agrees to indemnify, save, hold harmless, and at
COUNTY'S request, defend the COUNTY, its officers, agents, and employees from any and all costs and
expenses (including attorney’s fees and costs), damages, liabilities, claims, and losses occurring or
resulting to COUNTY in connection with the performance, or failure to perform, by CONTRACTOR, its
officers, agents, or employees under this Agreement, and from any and all costs and expenses (including
attorney’s fees and costs), damages, liabilities, claims, and losses occurring or resulting to any person,
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firm, or corporation who may be injured or damaged by the performance, or failure to perform, of
CONTRACTOR, its officers, agents, or employees under this Agreement. The provisions of this Section 9
shall survive termination of this Agreement.
11.INSURANCE: Without limiting the COUNTY's right to obtain indemnification from
CONTRACTOR or any third parties, CONTRACTOR, at its sole expense, shall maintain in full force
and effect, the following insurance policies or a program of self-insurance, including but not limited to,
an insurance pooling arrangement or Joint Powers Agreement (JPA) throughout the term of the
Agreement:
A.Commercial General Liability
Commercial General Liability Insurance with limits of not less than Two Million
Dollars ($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00).
This policy shall be issued on a per occurrence basis. COUNTY may require specific coverages
including completed operations, products liability, contractual liability, Explosion-Collapse-Underground,
fire legal liability or any other liability insurance deemed necessary because of the nature of this contract.
B.Automobile Liability
Comprehensive Automobile Liability Insurance with limits of not less than One
Million Dollars ($1,000,000.00) per accident for bodily injury and for property damages. Coverage should
include any auto used in connection with this Agreement.
C.Professional Liability
If CONTRACTOR employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W.,
M.F.C.C.) in providing services, Professional Liability Insurance with limits of not less than One Million
Dollars ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) annual aggregate,
CONTRACTOR agrees that it shall maintain, at its sole expense, in full force and effect for a period of
three (3) years following the termination of this Agreement, one or more policies of professional liability
insurance with limits of coverage as specified herein.
D.Worker's Compensation
A policy of Worker's Compensation insurance as may be required by the California
Labor Code.
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E.Molestation
Sexual abuse/molestation liability insurance with limits of not less than One Million
Dollars ($1,000,000.00) per occurrence. Two Million Dollars ($2,000,000.00) annual aggregate. This
policy shall be issued on a per occurrence basis.
Additional Requirements Relating to Insurance
CONTRACTOR shall obtain endorsements to the Commercial General Liability insurance
naming the County of Fresno, its officers, agents, and employees, individually and collectively, as
additional insured, but only insofar as the operations under this Agreement are concerned. Such
coverage for additional insured shall apply as primary insurance and any other insurance, or
self-insurance, maintained by COUNTY, its officers, agents and employees shall be excess only and not
contributing with insurance provided under CONTRACTOR's policies herein. This insurance shall not be
cancelled or changed without a minimum of thirty (30) days advance written notice given to COUNTY.
CONTRACTOR hereby waives its right to recover from COUNTY, its officers, agents, and
employees any amounts paid by the policy of worker’s compensation insurance required by this
Agreement. CONTRACTOR is solely responsible to obtain any endorsement to such policy that may be
necessary to accomplish such waiver of subrogation, but CONTRACTOR’s waiver of subrogation under
this paragraph is effective whether or not CONTRACTOR obtains such an endorsement.
Within Thirty (30) days from the date CONTRACTOR signs and executes this Agreement,
CONTRACTOR shall provide certificates of insurance and endorsement as stated above for all of the
foregoing policies, as required herein, to the County of Fresno, Department of Public Health, P.O. Box
11867, Fresno, CA 93775, Attention: Contracts Section – 6th Floor, stating that such insurance coverage
have been obtained and are in full force; that the County of Fresno, its officers, agents and employees will
not be responsible for any premiums on the policies; that such Commercial General Liability insurance
names the County of Fresno, its officers, agents and employees, individually and collectively, as
additional insured, but only insofar as the operations under this Agreement are concerned; that such
coverage for additional insured shall apply as primary insurance and any other insurance, or
self-insurance, maintained by COUNTY, its officers, agents and employees, shall be excess only and not
contributing with insurance provided under CONTRACTOR's policies herein; and that this insurance shall
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not be cancelled or changed without a minimum of thirty (30) days advance, written notice given to
COUNTY.
In the event CONTRACTOR fails to keep in effect at all times insurance coverage as
herein provided, the COUNTY may, in addition to other remedies it may have, suspend or terminate this
Agreement upon the occurrence of such event.
All policies shall be issued by admitted insurers licensed to do business in the State of
California, and such insurance shall be purchased from companies possessing a current A.M. Best, Inc.
rating of A FSC VII or better.
12.CONFIDENTIALITY: All services performed by CONTRACTOR under this Agreement
shall be in strict conformance with all applicable Federal, State of California and/or local laws and
regulations relating to confidentiality.
13.NON-DISCRIMINATION: During the performance of this Agreement, CONTRACTOR and
its subcontractors shall not deny the contract’s benefits to any person on the basis of race, religious
creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic
information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or
military and veteran status, nor shall they discriminate unlawfully against any employee or applicant for
employment because of race, religious creed, color, national origin, ancestry, physical disability, mental
disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender
expression, age, sexual orientation, or military or veteran status. CONTRACTOR shall insure that the
evaluation and treatment of employees and applicants for employment are free of such discrimination.
CONTRACTOR and subcontractors shall comply with the provisions of the Fair Employment and
Housing Act (Gov. Code §12800 et seq.), the regulations promulgated thereunder (Cal. Code Regs., tit. 2,
§11000 et seq.), the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government
Code (Gov. Code §11135-11139.5), and the regulations or standards adopted by the awarding state
agency to implement such article. CONTRACTOR shall permit access by representatives of the
Department of Fair Employment and Housing and the awarding state agency upon reasonable notice at
any time during the normal business hours, but in no case less than twenty-four (24) hours notice, to such
of its books, records, accounts, and all other sources of information and its facilities as said Department or
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Agency shall require to ascertain compliance with this clause. CONTRACTOR and its subcontractors
shall give written notice of their obligations under this clause to labor organizations with which they have a
collective bargaining or other agreement. (See Cal. Code Regs., tit. 2, §11105) CONTRACTOR shall
include the Non-Discrimination and compliance provisions of this clause in all subcontracts to perform
work under this Agreement.
14.CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY, AND
VOLUNTARY EXCLUSION-LOWER TIER COVERED TRANSACTIONS:
A.COUNTY and CONTRACTOR recognize that CONTRACTOR is a recipient of
Federal funds under the terms of this Agreement. By signing this Agreement, CONTRACTOR agrees
to comply with applicable Federal suspension and debarment regulations, including but not limited to:
7 CFR 3016.35, 29 CFR 97.35, 45 CFR 92.35, and Executive Order 12549. By signing this
Agreement, CONTRACTOR attests 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; and
2.Shall not knowingly enter into any covered transaction with an entity or person who
is proposed for debarment under Federal regulations, debarred, suspended,
declared ineligible, or voluntarily excluded from participation in such transaction.
B.CONTRACTOR shall provide immediate written notice to COUNTY if at any time
during the term of this Agreement CONTRACTOR learns that the representations it makes above were
erroneous when made or have become erroneous by reason of changed circumstances.
C. CONTRACTOR shall include a clause titled “Certification Regarding Debarment,
Suspension, Ineligibility, and Voluntary Exclusion- Lower Tier Covered Transactions” and similar in
nature to this paragraph in all lower tier covered transactions and in all solicitations for lower tier
covered transactions.
D.CONTRACTOR shall, prior to soliciting or purchasing goods and services in
excess of $25,000 funded by this Agreement, review and retain the proposed vendor’s suspension and
debarment status at https://sam.gov/SAM/.
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15.PROPERTY OF COUNTY: CONTRACTOR agrees to take reasonable and prudent
steps to ensure the security of any and all said hardware and software provided to it by COUNTY
under this Agreement, to maintain replacement-value insurance coverages on said hardware and
software of like kind and quality approved by COUNTY.
All purchases over Five Thousand Dollars ($5,000) made during the life of this Agreement that
will outlive the life of this Agreement shall be identified as fixed assets with an assigned Fresno County
DPH Accounting Inventory Number. These fixed assets shall be retained by COUNTY, as COUNTY
property, in the event this Agreement is terminated or upon expiration of this Agreement.
CONTRACTOR agrees to participate in an annual inventory of all COUNTY fixed assets and shall be
physically present when fixed assets are returned to COUNTY possession at the termination or
expiration of this Agreement. CONTRACTOR is responsible for returning to COUNTY all COUNTY
owned fixed assets upon the expiration or termination of this Agreement.
16.PROHIBITION ON PUBLICITY: None of the funds, materials, property or services
provided directly or indirectly under this Agreement shall be used for CONTRACTOR’s advertising,
fundraising, or publicity (i.e., purchasing of tickets/tables, silent auction donations, etc.) for the purpose
of self-promotion. Notwithstanding the above, publicity of the services described in this Agreement
shall be allowed as necessary to raise public awareness about the availability of such specific services
when approved in advance by the Director or designee and at a cost as provided in Exhibit B for such
items as written/printed materials, the use of media (i.e., radio, television, newspapers) and any other
related expense(s).
17.CONFLICT OF INTEREST: No officer, employee or agent of the COUNTY who
exercises any function or responsibility for planning and carrying out of the services provided under
this Agreement shall have any direct or indirect personal financial interest in this Agreement. In
addition, no employee of the COUNTY shall be employed by the CONTRACTOR under this
Agreement to fulfill any contractual obligations with the COUNTY. CONTRACTOR shall comply with all
Federal, State of California and local conflict of interest laws, statutes and regulations, which shall be
applicable to all parties and beneficiaries under this Agreement and any officer, employee or agent of
the COUNTY.
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18.CHANGE OF LEADERSHIP/MANAGEMENT: In the event of any change in the status
of CONTRACTOR’s leadership or management, CONTRACTOR shall provide written notice to
COUNTY within thirty (30) days from the date of change. Such notification shall include any new
leader or manager’s name, address and qualifications. “Leadership or management” shall include any
employee, member, or owner of CONTRACTOR who either a) directs individuals providing services
pursuant to this Agreement, b) exercises control over the manner in which services are provided, or c)
has authority over CONTRACTOR’s finances.
19.LOBBYING ACTIVITY: None of the funds provided under this Agreement shall be used
for publicity, lobbying or propaganda purposes designed to support or defeat legislation pending in the
Congress of the United States of America or the Legislature of the State of California.
20.STATE ENERGY CONSERVATION: CONTRACTOR must comply with the mandatory
standard and policies relating to energy efficiency, which are contained in the State Energy
Conservation Plan issued in compliance with 42 United States (US) Code sections 6321, et. seq.
21.CLEAN AIR AND WATER: In the event the funding under this Agreement exceeds One
Hundred Thousand and No/100 Dollars ($100,000), CONTRACTOR shall comply with all applicable
standards, orders or requirements issued under the Clean Air Act contained in 42 U.S. Code 7601 et
seq; the Clean Water Act contained in U.S. Code 1368 et seq.; and any standards, laws and
regulations, promulgated thereunder. Under these laws and regulations, CONTRACTOR shall assure:
A.No facility shall be utilized in the performance of the Agreement that has been listed on
the Environmental Protection Agency (EPA) list of Violating Facilities;
B.COUNTY shall be notified prior to execution of this Agreement of the receipt of any
communication from the Director, Office of Federal Activities, U.S. EPA indicating that a
facility to be utilized in the performance of this Agreement is under consideration to be
listed on the EPA list of Violating Facilities;
C. COUNTY and U.S. EPA shall be notified about any known violation of the above laws
and regulations; and,
D.This assurance shall be included in every nonexempt subgrant, contract, or
subcontract.
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22.AUDITS AND INSPECTIONS: The CONTRACTOR shall at any time during business
hours, and as often as the COUNTY may deem necessary, make available to the COUNTY for
examination all of its records and data with respect to the matters covered by this Agreement. The
CONTRACTOR shall, upon request by the COUNTY, permit the COUNTY to audit and inspect all of such
records and data necessary to ensure CONTRACTOR'S compliance with the terms of this Agreement.
If this Agreement exceeds ten thousand dollars ($10,000.00), CONTRACTOR shall be
subject to the examination and audit of the Auditor General for a period of three (3) years after final
payment under contract (Government Code Section 8546.7).
In addition, CONTRACTOR shall cooperate and participate with COUNTY’S fiscal
review process and comply with all final determinations rendered by the COUNTY’S fiscal review
process. If COUNTY reaches an adverse decision regarding CONTRACTOR’s services to consumers,
it may result in the disallowance of payment for services rendered; or in additional controls to the
delivery of services, or in the termination of this Agreement, at the discretion of COUNTY’S
Department of Public Health Director or designee. If as a result of COUNTY’S fiscal review process a
disallowance is discovered due to CONTRACTOR’s deficiency, CONTRACTOR shall be financially
liable for the amount previously paid by COUNTY to CONTRACTOR and this disallowance will be
adjusted from CONTRACTOR’s future payments, at the discretion of COUNTY’S Department of Public
Health Director or designee. In addition, COUNTY shall have the sole discretion in the determination of
fiscal review outcomes, decisions, and actions.
23.SINGLE AUDIT CLAUSE:
A.If CONTRACTOR expends Seven Hundred Fifty Thousand Dollars ($750,000)
or more Federal and Federal flow-through monies, CONTRACTOR agrees to conduct an annual audit
in accordance with the requirements of the Single Audit Standards as set forth in Office of
Management and Budget (OMB) Title 2 of the Code of Federal Regulations, Chapter II, Part 200.
CONTRACTOR shall submit said audit and management letter to COUNTY. The audit must include a
statement of findings or a statement that there were no findings. If there were negative findings,
CONTRACTOR must include a corrective action plan signed by an authorized individual.
CONTRACTOR agrees to take action to correct any material non-compliance or weakness found as a
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result of such audit. Such audit shall be delivered to COUNTY’S Department of Public Health
Administration for review within nine (9) months of the end of any fiscal year in which funds were
expended and/or received for the program. Failure to perform the requisite audit functions as required
by this Agreement may result in COUNTY performing the necessary audit tasks, or at the COUNTY’S
option, contracting with a public accountant to perform said audit, or, may result in the inability of
COUNTY to enter into future agreements with the CONTRACTOR.
B.A single audit report is not applicable if all CONTRACTOR’S Federal contracts
do not exceed the Seven Hundred Fifty Thousand Dollars ($750,00) requirement or CONTRACTOR’S
federal funding is through Drug Medi-Cal.
24.COMPLIANCE WITH FEDERAL REQUIREMENTS: CONTRACTOR recognizes that
COUNTY operates its Collaborating for Wellness grant program with the use of Federal funds, and
that the use of these funds imposes certain requirements on the COUNTY and its subcontractors.
CONTRACTOR shall adhere to all Federal requirements, including those identified in Exhibit C,
attached hereto and by this reference incorporated herein.
25.DISCLOSURE OF SELF-DEALING TRANSACTIONS: This provision is only applicable
if the CONTRACTOR is operating as a corporation (a for-profit or non-profit corporation) or if during
the term of this Agreement, the CONTRACTOR changes its status to operate as a corporation.
Members of the CONTRACTOR’s Board of Directors shall disclose any self-dealing transactions that
they are a party to while CONTRACTOR is providing goods or performing services under this
Agreement. A self-dealing transaction shall mean a transaction to which the CONTRACTOR is a party
and in which one or more of its directors has a material financial interest. Members of the Board of
Directors shall disclose any self-dealing transactions that they are a party to by completing and signing
a “Self-Dealing Transaction Disclosure Form”, attached hereto as Exhibit D, and incorporated herein
by reference and made part of this Agreement, and submitting it to the COUNTY prior to commencing
with the self-dealing transaction or immediately thereafter.
26. NOTICES: The persons and their addresses having authority to give and receive notices
under this Agreement include the following:
COUNTY CONTRACTOR
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Director, County of Fresno Omni Family Health Department of Public Health Executive Director P.O. Box 11867 4900 California Ave., Ste 400 Fresno, CA 93775 Bakersfield, CA 93309
All notices between the COUNTY and CONTRACTOR provided for or permitted under this
Agreement must be in writing and delivered either by personal service, by first-class United States mail,
by an overnight commercial courier service, or by telephonic facsimile transmission. A notice delivered by
personal service is effective upon service to the recipient. A notice delivered by first-class United States
mail is effective three COUNTY business days after deposit in the United States mail, postage prepaid,
addressed to the recipient. A notice delivered by an overnight commercial courier service is effective one
COUNTY business day after deposit with the overnight commercial courier service, delivery fees prepaid,
with delivery instructions given for next day delivery, addressed to the recipient. A notice delivered by
telephonic facsimile is effective when transmission to the recipient is completed (but, if such transmission
is completed outside of COUNTY business hours, then such delivery shall be deemed to be effective at
the next beginning of a COUNTY business day), provided that the sender maintains a machine record of
the completed transmission. For all claims arising out of or related to this Agreement, nothing in this
section establishes, waives, or modifies any claims presentation requirements or procedures provided by
law, including but not limited to the Government Claims Act (Division 3.6 of Title 1 of the Government
Code, beginning with section 810).
27.RECORDS: Financial and statistical data shall be kept and reports made as required by
the COUNTY’s Department of Public Health Director and the Centers for Disease Control and Prevention
(CDC). All such records shall be available for inspection by the designated Auditors of COUNTY or CDC
at reasonable times during normal business hours. All such records shall be maintained through the end
of this Agreement. All records shall be considered property of COUNTY and shall be retained by
COUNTY at the termination or expiration of this Agreement.
28.HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT:
A.The parties to this Agreement shall be in strict conformance with all applicable
Federal and State of California laws and regulations, including but not limited to Sections 5328, 10850,
and 14100.2 et seq. of the Welfare and Institutions Code, Sections 2.1 and 431.300 et seq. of Title 42,
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Code of Federal Regulations (CFR), Section 56 et seq. of the California Civil Code and the Health
Insurance Portability and Accountability Act (HIPAA), including but not limited to Section 1320 D et seq. of
Title 42, United States Code (USC) and its implementing regulations, including, but not limited to Title 45,
CFR, Sections 142, 160, 162, and 164, The Health Information Technology for Economic and Clinical
Health Act (HITECH) regarding the confidentiality and security of patient information, and the Genetic
Information Nondiscrimination Act (GINA) of 2008 regarding the confidentiality of genetic information.
Except as otherwise provided in this Agreement, CONTRACTOR, as a Business
Associate of COUNTY, may use or disclose Protected Health Information (PHI) to perform functions,
activities or services for or on behalf of COUNTY, as specified in this Agreement, provided that such use
or disclosure shall not violate the Health Insurance Portability and Accountability Act (HIPAA), USC 1320d
et seq. The uses and disclosures of PHI may not be more expansive than those applicable to COUNTY,
as the “Covered Entity” under the HIPAA Privacy Rule (45 CFR 164.500 et seq.), except as authorized for
management, administrative or legal responsibilities of the Business Associate.
B.CONTRACTOR, including its subcontractors and employees, shall protect, from
unauthorized access, use, or disclosure of names and other identifying information, including genetic
information, concerning persons receiving services pursuant to this Agreement, except where permitted in
order to carry out data aggregation purposes for health care operations [45 CFR Sections 164.504
(e)(2)(i), 164.504 (3)(2)(ii)(A), and 164.504 (e)(4)(i)] This pertains to any and all persons receiving
services pursuant to a COUNTY funded program. This requirement applies to electronic PHI.
CONTRACTOR shall not use such identifying information or genetic information for any purpose other
than carrying out CONTRACTOR’s obligations under this Agreement.
C. CONTRACTOR, including its subcontractors and employees, shall not disclose
any such identifying information or genetic information to any person or entity, except as otherwise
specifically permitted by this Agreement, authorized by Subpart E of 45 CFR Part 164 or other law,
required by the Secretary, or authorized by the client/patient in writing. In using or disclosing PHI that is
permitted by this Agreement or authorized by law, CONTRACTOR shall make reasonable efforts to limit
PHI to the minimum necessary to accomplish intended purpose of use, disclosure or request.
D.For purposes of the above sections, identifying information shall include, but not be
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limited to name, identifying number, symbol, or other identifying particular assigned to the individual, such
as finger or voice print, or photograph.
E.For purposes of the above sections, genetic information shall include genetic tests
of family members of an individual or individual, manifestation of disease or disorder of family members of
an individual, or any request for or receipt of, genetic services by individual or family members. Family
member means a dependent or any person who is first, second, third, or fourth degree relative.
F.CONTRACTOR shall provide access, at the request of COUNTY, and in the time
and manner designated by COUNTY, to PHI in a designated record set (as defined in 45 CFR Section
164.501), to an individual or to COUNTY in order to meet the requirements of 45 CFR Section 164.524
regarding access by individuals to their PHI. With respect to individual requests, access shall be provided
within thirty (30) days from request. Access may be extended if CONTRACTOR cannot provide access
and provides individual with the reasons for the delay and the date when access may be granted. PHI
shall be provided in the form and format requested by the individual or COUNTY.
CONTRACTOR shall make any amendment(s) to PHI in a designated record set at the
request of COUNTY or individual, and in the time and manner designated by COUNTY in accordance
with 45 CFR Section 164.526.
CONTRACTOR shall provide to COUNTY or to an individual, in a time and manner
designated by COUNTY, information collected in accordance with 45 CFR Section 164.528, to permit
COUNTY to respond to a request by the individual for an accounting of disclosures of PHI in
accordance with 45 CFR Section 164.528.
G.CONTRACTOR shall report to COUNTY, in writing, any knowledge or
reasonable belief that there has been unauthorized access, viewing, use, disclosure, security incident,
or breach of unsecured PHI not permitted by this Agreement of which it becomes aware, immediately
and without reasonable delay and in no case later than two (2) business days of discovery. Immediate
notification shall be made to COUNTY’s Information Security Officer and Privacy Officer and
COUNTY’s DPH HIPAA Representative, within two (2) business days of discovery. The notification
shall include, to the extent possible, the identification of each individual whose unsecured PHI has
been, or is reasonably believed to have been, accessed, acquired, used, disclosed, or breached.
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CONTRACTOR shall take prompt corrective action to cure any deficiencies and any action pertaining
to such unauthorized disclosure required by applicable Federal and State Laws and regulations.
CONTRACTOR shall investigate such breach and is responsible for all notifications required by law
and regulation or deemed necessary by COUNTY and shall provide a written report of the
investigation and reporting required to COUNTY’s Information Security Officer and Privacy Officer and
COUNTY’s DPH HIPAA Representative. This written investigation and description of any reporting
necessary shall be postmarked within the thirty (30) working days of the discovery of the breach to the
addresses below:
County of Fresno County of Fresno County of Fresno
Dept. of Public Health Dept. of Public Health Information Technology Services
HIPAA Representative Privacy Officer Information Security Officer
(559) 600-6439 (559) 600-6405 (559) 600-5800
P.O. Box 11867 P.O. Box 11867 333 W. Pontiac Way
Fresno, CA 93775 Fresno, CA 93775 Clovis, CA 93612
H.CONTRACTOR shall make its internal practices, books, and records relating to
the use and disclosure of PHI received from COUNTY or created or received by the CONTRACTOR
on behalf of COUNTY, in compliance with HIPAA’s Privacy Rule, including, but not limited to the
requirements set forth in Title 45, CFR, Sections 160 and 164. CONTRACTOR shall make its internal
practices, books, and records relating to the use and disclosure of PHI received from COUNTY or
created or received by the CONTRACTOR on behalf of COUNTY, available to the United States
Department of Health and Human Services (Secretary) upon demand.
CONTRACTOR shall cooperate with the compliance and investigation reviews
conducted by the Secretary. PHI access to the Secretary must be provided during the
CONTRACTOR’s normal business hours, however, upon exigent circumstances access at any time
must be granted. Upon the Secretary’s compliance or investigation review, if PHI is unavailable to
CONTRACTOR and in possession of a Subcontractor, it must certify efforts to obtain the information to
the Secretary.
I.Safeguards
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CONTRACTOR shall implement administrative, physical, and technical
safeguards as required by the HIPAA Security Rule, Subpart C of 45 CFR 164, that reasonably and
appropriately protect the confidentiality, integrity, and availability of PHI, including electronic PHI, that it
creates, receives, maintains or transmits on behalf of COUNTY and to prevent unauthorized access,
viewing, use, disclosure, or breach of PHI other than as provided for by this Agreement.
CONTRACTOR shall conduct an accurate and thorough assessment of the potential risks and
vulnerabilities to the confidential, integrity and availability of electronic PHI. CONTRACTOR shall
develop and maintain a written information privacy and security program that includes administrative,
technical and physical safeguards appropriate to the size and complexity of CONTRACTOR’s
operations and the nature and scope of its activities. Upon COUNTY’s request, CONTRACTOR shall
provide COUNTY with information concerning such safeguards.
CONTRACTOR shall implement strong access controls and other security safeguards and
precautions in order to restrict logical and physical access to confidential, personal (e.g., PHI) or
sensitive data to authorized users only. Said safeguards and precautions shall include the following
administrative and technical password controls for all systems used to process or store confidential,
personal, or sensitive data:
1. Passwords must not be:
a. Shared or written down where they are accessible or
recognizable by anyone else; such as taped to computer screens, stored under keyboards, or visible in
a work area;
b. A dictionary word; or
c.Stored in clear text
2.Passwords must be:
a.Eight (8) characters or more in length;
b. Changed every ninety (90) days;
c. Changed immediately if revealed or compromised; and
d. Composed of characters from at least three (3) of the following
four (4) groups from the standard keyboard:
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1) Upper case letters (A-Z);
2)Lowercase letters (a-z);
3)Arabic numerals (0 through 9); and
4)Non-alphanumeric characters (punctuation symbols).
CONTRACTOR shall implement the following security controls on each
workstation or portable computing device (e.g., laptop computer) containing confidential,
personal, or sensitive data:
1.Network-based firewall and/or personal firewall;
2.Continuously updated anti-virus software; and
3.Patch management process including installation of all operating
system/software vendor security patches.
CONTRACTOR shall utilize a commercial encryption solution that has received
FIPS 140-2 validation to encrypt all confidential, personal, or sensitive data stored on portable
electronic media (including, but not limited to, compact disks and thumb drives) and on portable
computing devices (including, but not limited to, laptop and notebook computers).
CONTRACTOR shall not transmit confidential, personal, or sensitive data via e-
mail or other internet transport protocol unless the data is encrypted by a solution that has been
validated by the National Institute of Standards and Technology (NIST) as conforming to the Advanced
Encryption Standard (AES) Algorithm. CONTRACTOR must apply appropriate sanctions against its
employees who fail to comply with these safeguards. CONTRACTOR must adopt procedures for
terminating access to PHI when employment of employee ends.
J.Mitigation of Harmful Effects
CONTRACTOR shall mitigate, to the extent practicable, any harmful effect that is
suspected or known to CONTRACTOR of an unauthorized access, viewing, use, disclosure, or breach
of PHI by CONTRACTOR or its subcontractors in violation of the requirements of these provisions.
CONTRACTOR must document suspected or known harmful effects and the outcome.
K.CONTRACTOR’s Subcontractors
CONTRACTOR shall ensure that any of its contractors, including subcontractors,
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if applicable, to whom CONTRACTOR provides PHI received from or created or received by
CONTRACTOR on behalf of COUNTY, agree to the same restrictions, safeguards, and conditions that
apply to CONTRACTOR with respect to such PHI and to incorporate, when applicable, the relevant
provisions of these provisions into each subcontract or sub-award to such agents or subcontractors.
L.Employee Training and Discipline
CONTRACTOR shall train and use reasonable measures to ensure compliance
with the requirements of these provisions by employees who assist in the performance of functions or
activities on behalf of COUNTY under this Agreement and use or disclose PHI and discipline such
employees who intentionally violate any provisions of these provisions, including termination of
employment.
M. Termination for Cause
Upon COUNTY’s knowledge of a material breach of these provisions by
CONTRACTOR, COUNTY shall either:
1.Provide an opportunity for CONTRACTOR to cure the breach or end the
violation and terminate this Agreement if CONTRACTOR does not cure the breach or end the violation
within the time specified by COUNTY; or
2.Immediately terminate this Agreement if CONTRACTOR has breached a
material term of these provisions and cure is not possible.
3.If neither cure nor termination is feasible, the COUNTY’s Privacy Officer
shall report the violation to the Secretary of the U.S. Department of Health and Human Services.
N.Judicial or Administrative Proceedings
COUNTY may terminate this Agreement in accordance with the terms and
conditions of this Agreement as written hereinabove, if: (1) CONTRACTOR is found guilty in a criminal
proceeding for a violation of the HIPAA Privacy or Security Laws or the HITECH Act; or (2) a finding or
stipulation that the CONTRACTOR has violated a privacy or security standard or requirement of the
HITECH Act, HIPAA or other security or privacy laws in an administrative or civil proceeding in which
the CONTRACTOR is a party.
O.Effect of Termination
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Upon termination or expiration of this Agreement for any reason, CONTRACTOR
shall return or destroy all PHI received from COUNTY (or created or received by CONTRACTOR on
behalf of COUNTY) that CONTRACTOR still maintains in any form and shall retain no copies of such
PHI. If return or destruction of PHI is not feasible, it shall continue to extend the protections of these
provisions to such information, and limit further use of such PHI to those purposes that make the
return or destruction of such PHI infeasible. This provision shall apply to PHI that is in the possession
of subcontractors or agents, if applicable, of CONTRACTOR. If CONTRACTOR destroys the PHI
data, a certification of date and time of destruction shall be provided to the COUNTY by
CONTRACTOR.
P.Disclaimer
COUNTY makes no warranty or representation that compliance by
CONTRACTOR with these provisions, the HITECH Act, HIPAA or the HIPAA regulations will be
adequate or satisfactory for CONTRACTOR’s own purposes or that any information in
CONTRACTOR’s possession or control, or transmitted or received by CONTRACTOR, is or will be
secure from unauthorized access, viewing, use, disclosure, or breach. CONTRACTOR is solely
responsible for all decisions made by CONTRACTOR regarding the safeguarding of PHI.
Q.Amendment
The parties acknowledge that Federal and State laws relating to electronic data
security and privacy are rapidly evolving and that amendment of these provisions may be required to
provide for procedures to ensure compliance with such developments. The parties specifically agree
to take such action as is necessary to amend this agreement in order to implement the standards and
requirements of HIPAA, the HIPAA regulations, the HITECH Act and other applicable laws relating to
the security or privacy of PHI. COUNTY may terminate this Agreement upon thirty (30) days written
notice in the event that CONTRACTOR does not enter into an amendment providing assurances
regarding the safeguarding of PHI that COUNTY in its sole discretion, deems sufficient to satisfy the
standards and requirements of HIPAA, the HIPAA regulations and the HITECH Act.
R.No Third-Party Beneficiaries
Nothing express or implied in the terms and conditions of these provisions is
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intended to confer, nor shall anything herein confer, upon any person other than COUNTY or
CONTRACTOR and their respective successors or assignees, any rights, remedies, obligations or
liabilities whatsoever.
S. Interpretation
The terms and conditions in these provisions shall be interpreted as broadly as
necessary to implement and comply with HIPAA, the HIPAA regulations and applicable State laws.
The parties agree that any ambiguity in the terms and conditions of these provisions shall be resolved
in favor of a meaning that complies and is consistent with HlPAA and the HIPAA regulations.
T. Regulatory References
A reference in the terms and conditions of these provisions to a section in the
HIPAA regulations means the section as in effect or as amended.
U. Survival
The respective rights and obligations of CONTRACTOR as stated in this Section
shall survive the termination or expiration of this Agreement.
V. No Waiver of Obligations
No change, waiver or discharge of any liability or obligation hereunder on any
one or more occasions shall be deemed a waiver of performance of any continuing or other obligation
or shall prohibit enforcement of any obligation on any other occasion.
29. GOVERNING LAW: Venue for any action arising out of or related to this Agreement shall
only be in Fresno County, California.
The rights and obligations of the parties and all interpretation and performance of this Agreement
shall be governed in all respects by the laws of the State of California.
30. ELECTRONIC SIGNATURE: The parties agree that this Agreement may be executed by
electronic signature as provided in this section. An “electronic signature” means any symbol or process
intended by an individual signing this Agreement to represent their signature, including but not limited to
(1) a digital signature; (2) a faxed version of an original handwritten signature; or (3) an electronically
scanned and transmitted (for example by PDF document) of a handwritten signature. Each electronic
signature affixed or attached to this Agreement (1) is deemed equivalent to a valid original handwritten
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signature of the person signing this Agreement for all purposes, including but not limited to evidentiary
proof in any administrative or judicial proceeding, and (2) has the same force and effect as the valid
original handwritten signature of that person. The provisions of this section satisfy the requirements of
Civil Code section 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division
3, Part 2, Title 2.5, beginning with section 1633.1). Each party using a digital signature represents that it
has undertaken and satisfied the requirements of Government Code section 16.5, subdivision (a),
paragraphs (1) through (5), and agrees that each other party may rely upon that representation. This
Agreement is not conditioned upon the parties conducting the transactions under it by electronic means
and either party may sign this Agreement with an original handwritten signature.
31.SEVERABILITY: The positions of this Agreement are severable. The invalidity or
unenforceability of any one provision in the Agreement shall not affect the other provisions.
32.ENTIRE AGREEMENT: This Agreement, including all exhibits, constitutes the entire
agreement between the CONTRACTOR and COUNTY with respect to the subject matter hereof and
supersedes all previous Agreement negotiations, proposals, commitments, writings, advertisements,
publications, and understanding of any nature whatsoever unless expressly included in this Agreement.
///
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II
DocuSign Envelope ID: 757A35B3-D148-4A91-96E1-37F348208D3E
1 IN WITNESS WI-IEREOF, the parties hereto have executed this Agreement as of the day and
2 year first hereinabove written .
3
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5 CONTRACTOR
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Omni Family Health
OocuSigned by:
F
4900 California Avenue, Suite 400 ,
Bakersfield , California 93309
Mailing Address
18 FOR ACCOUNTING USE ONLY:
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ORG No .: 56201554
Account No.:7295
Fund/Subclass. :0001/10000
SMA
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Steve Brandau , Chairman of the Board of
Supervisors of the County of Fresno
ATTEST:
Bernice E. Seidel
Clerk of the Board of Supervisors
County of Fresno , State of California
By : ----i.~~> ,h_O_,· >-~~~=·=----~
Exhibit A: OMNI Health Clinic System Scope of Work - Page 1 of 13
1
Strategy Description B.1
Increase identification of patients with undiagnosed hypertension using EHRs/HIT.
Activity Description Project
Start Date
Project
End Date
Deliverables Identify who will work to
complete this activity to submit
deliverable and how?
Activity B.1.1
Health clinic system (HCS) will monitor how EHR
systems are being used to identify patients with
undiagnosed hypertension. Clinic systems will increase
from baseline each year.
12/2021 9/29/2023 -Collect and submit baseline data,
including, number of providers at
each HCS, and number of adult
patients 18-85 seen by each HCS.
Beatriz Camberos
Dr. Munnainathan
IT Department
EHR Review and Report
Activity B.1.2
Implement evidence-based Million Hearts®
Hypertension Control Change Package for Clinicians or
the National Association of Community Health Center
Undiagnosed Hypertension Change Package at HCS #1
and HCS #2 to improve identification of patients with
undiagnosed hypertension.
12/2021 9/29/2023 -Submit a description of current
protocol and sample of any
updates made to EHR.
Beatriz Camberos
Dr. Munnainathan
Report
Activity B.1.3
HCS will conduct in-service training for providers on
using current protocol or training on new protocol.
12/2021 9/29/2023 -Each HCS will submit meeting
training materials, sign-in sheets
and final number of providers
trained in current or new protocol
(performance measure B.1).
Dr. Munnainathan
Nursing Dept.
Beatriz Camberos
Meeting minutes
Exhibit A: OMNI Health Clinic System Scope of Work - Page 2 of 13
2
Short Term Outcomes(s) Short Term Measures
Increased identification of patients at-risk for
hypertension and screened for potential referral to
intervention programs.
# and % of providers with a protocol for identifying
patients with undiagnosed hypertension.
-Data Source: EHR queries
IT Department
Dr. Munnainathan
EHR Review and Report
Setting Healthcare systems, hospitals, FQHCs Omni Family Health
Population of focus Hispanic adults
African American adults
Low socioeconomic status adults
Urban and rural areas
Beatriz Camberos
Dr. Munnainathan
IT Department
Strategy Description B.2
Explore and test innovative ways to promote the adoption of evidence-based clinical quality measures at the provider level.
Activity Description Project
Start Date
Project
End Date
Deliverables Identify who will work to
complete this activity to submit
deliverable and how?
Activity B.2.1
HCS will promote innovative activities that help patients
reach blood pressure control. These should include:
• Promoting the use of EHR to store quality
measures, specifically NQF 0018 (Controlling
High Blood Pressure) and NQF 0439 (Discharged
on Statin Medication) data.
• Implementation and/or development of
provider dashboards or other data visualization
tools.
12/2021 9/29/2023 -Each HCS will submit EHR
Reports that show how NQF
0018 and NQF 049 are stored.
-Name of dashboard used to
provide data visualization tools.
-Meeting agendas for in-service
training on how to track and
report improvement for blood
pressure control in EHR
Beatriz Camberos
Dr. Munnainathan
IT Department
EHR Review and Report
Exhibit A: OMNI Health Clinic System Scope of Work - Page 3 of 13
3
• Training all providers, office personnel, and all
members of the care team on how to track and
report a percent increase (or improvement) in
blood pressure control and cholesterol
management PDSA cycle development, quality
improvement, and how to run data queries
(invest in staff expertise).
Activity B.2.2
FCDPH will work with HCS #1 and HCS #2 to identify and
monitor number of patients who reach blood-pressure
control based on innovative activities above.
12/2021 9/29/2023 -Number of patients who have
reached blood pressure control
or were placed on statin
therapy (performance measure
B.2a(i) and B.2a(ii))
Beatriz Camberos
Dr. Munnainathan
IT Department
EHR Review and Report
Activity B.2.3
HCS will finalize protocols or standard operating
procedures to ensure the proper care and follow up of
patients is institutionalized.
12/2021 9/29/2023 -Sample of updated internal
protocols for reporting changes
in blood pressure or cholesterol
control.
Beatriz Camberos
Dr. M
Report Summary
Short Term Outcomes(s) Short Term Measures
Increased tracking of standardized clinical quality
measures for blood pressure control.
Measure: Proportion of patients within high
burden subpopulations with known high blood
pressure who have achieved blood pressure
control based on the adoption of evidence-based
quality measurement at clinics or health care sites.
-Data Source: EHR, clinic registries or dashboards
Beatriz Camberos
Dr. Munnainathan
IT Department
EHR Review and Report
Increased tracking of standardized clinical quality
measures for cholesterol management.
Measure: Proportion of patients within high
burden subpopulations who are considered high-
risk for cardiovascular events who have their
Beatriz Camberos
Exhibit A: OMNI Health Clinic System Scope of Work - Page 4 of 13
4
cholesterol managed with statin therapy based on
adoption of evidence-based quality measurement
at clinics or health care sites.
Data Source: EHR, clinic registries or dashboards
Dr. Munnainathan
IT Department
EHR Review and Report
Setting Healthcare systems, hospitals, FQHCs Omni Family Health
Population of focus Hispanic adults
African American adults
Low socioeconomic status adults
Urban and rural areas
Beatriz Camberos
Dr. Munnainathan
IT Department
Strategy Description B.3
Explore and test innovative ways to engage non-physician team members (e.g., nurses, nurse practitioners, pharmacists, nutritionists, physical therapists, social
workers, CHWs) in hypertension and cholesterol management in clinical settings.
Activity Description Project
Start Date
Project
End Date
Deliverables Identify who will work to
complete this activity to submit
deliverable and how?
Activity B.3.1
HCS will promote innovative activities that engage non-
physician team members (nurses, nurse practitioners,
pharmacists, nutritionists, physical therapists, social
workers, community health workers) in hypertension
and cholesterol management.
These should include:
• Care coordination within clinical teams. This
may include implementing or updating protocols
for hypertension/cholesterol management.
12/2021 9/29/2023 -Copy of workflow showing
which non-physician team
members are part of care team
for patients with
hypertension/cholesterol
patients (baseline).
-Updated workflow/protocols
implemented.
Beatriz Camberos
Dr. Munnainathan
Workflow summary
Exhibit A: OMNI Health Clinic System Scope of Work - Page 5 of 13
5
• Establishing bi-directional electronic
communications.
• Promoting self-management programs.
• Adopting a Heart Health Champion role on care
team.
Activity B.3.2
HCS will identify and monitor number of patients who
reach blood-pressure control based on innovative
activities above.
12/2021 9/29/2023 -Number of patients who have
reached blood pressure control
by engaging with a non-
physician team member, such as
a pharmacist of CHW
(performance measure B.3a and
B.3b)
Beatriz Camberos
Dr. Munnainathan
IT Department
Review and Report
Short Term Outcomes(s) Short Term Measures
Increased engagement of non-physician team
members.
Measure: Proportion of patients with known high
blood pressure who have achieved blood pressure
control based on innovative approaches to
engaging non-physician team member in
hypertension management.
-Data Source: Healthcare systems self-reporting
Beatriz Camberos
Dr. Munnainathan
IT Department
Review and Report
Increased engagement of non-physician team
members.
Measure: Proportion of patients with known high
blood pressure who have achieved blood pressure
control based on innovative approaches to
engaging non-physician team member s in
cholesterol management.
Data Source: EHR, patient medical records
Beatriz Camberos
Dr. Munnainathan
IT Department
EHR Review and Report
Exhibit A: OMNI Health Clinic System Scope of Work - Page 6 of 13
6
Setting Healthcare systems, hospitals, FQHCs Omni Family Health
Population of focus Hispanic adults
African American adults
Low socioeconomic status adults
Urban and rural areas
Beatriz Camberos
Dr. Munnainathan
IT Department
Strategy Description B.4
Promote the adoption of MTM between community pharmacists and physicians for the purpose of managing high blood pressure, high blood
cholesterol, and lifestyle modification.
Activity Description Project
Start Date
Project
End Date
Deliverables Identify who will work to
complete this activity to submit
deliverable and how?
Activity B.4.1
HCS will implement a protocol for referring patients who
have *uncontrolled hypertension (ICD-10:10-15) or high
blood cholesterol (ICD10 E78.00) to medication therapy
management (MTM) sessions provided by community
pharmacy. Collaborative Practice Agreement (CPA)
should be developed if working with community
pharmacist outside of the organization.
12/2021 9/29/2023 -Updated workflow/protocols
implemented.
Beatriz Camberos
Dr. Munnainathan
Workflow summary
Activity B.4.2
Patients will be referred to evidence-based lifestyle
change program upon completion of 3 sessions of MTM.
This may include DASH diet or the AHA Self-Measure
Blood Pressure program (SMBP).
12/2021 9/29/2023 -Number of referrals made to
MTM, number of pharmacists
providing MTM (Performance
measure B.4a, B.4b. B.4c)
Pharmacy Director
Review and Report
Exhibit A: OMNI Health Clinic System Scope of Work - Page 7 of 13
7
Short Term Outcomes(s) Short Term Measures
Increased access to MTM programs in Fresno
County for patients with or at-risk for
hypertension.
Measure: Number and % of patients with high
blood pressure and/high cholesterol eligible for
MTM services.
-Data Source: Database from pharmacies,
insurance claims, pharmacist assessment
Beatriz Camberos
Dr. Munnainathan
IT Department
Review and Report
Increased access to MTM programs in Fresno
County for patients with or at-risk for
hypertension.
Measure: Number and % of community
pharmacies that provide MTM services for the
purpose of managing high blood pressure and/or
high blood cholesterol.
-Data Source: Database from pharmacies,
insurance claims, pharmacist assessment
Beatriz Camberos
Dr. Munnainathan
IT Department
Review and Report
Increased access to MTM programs in Fresno
County for patients with or at-risk for
hypertension.
Measure: Number and % of community
pharmacists that provide MTM services for the
purpose of managing high blood pressure and/or
high blood cholesterol.
-Data Source: Database from pharmacies,
insurance claims, pharmacist assessment
Beatriz Camberos
Dr. Munnainathan
IT Department
Review and Report
Setting Healthcare systems, hospitals, FQHCs, pharmacies,
community-based organizations
Omni Family Health
Population of focus Hispanic adults
African American adults
Low socioeconomic status adults
Urban and rural areas
Beatriz Camberos
Dr. Munnainathan
IT Department
Exhibit A: OMNI Health Clinic System Scope of Work - Page 8 of 13
8
Strategy Description B.5 Facilitate engagement of patient navigators/community health workers in hypertension and cholesterol management in
clinical and community settings.
Activity Description Project
Start Date
Project
End Date
Deliverables Identify who will work to
complete this activity to submit
deliverable and how?
Activity B.5.1
HCS will engage patient navigators/CHWs in team-based
care and care coordination efforts for hypertension and
cholesterol.
12/2021 9/29/2023 -Narrative report describing
patient navigator/CHW workflow
in referring patients to
hypertension resources.
Beatriz Camberos
Dr. Munnainathan
Navigator Supervisor
Review and Report
Activity B.5.2
HCS will engage patient navigators/CHWs to refer patients
to SMBP classes within organization or with a community-
based partner. Memorandum of Understanding should be
developed if working in community-based settings.
12/2021 9/29/2023 Report number of referrals to
interventions made by patient
navigator/CHWs (Performance
Measure B.5a and B.5b).
Beatriz Camberos
Dr. Munnainathan
Navigator Supervisor
Review and Report
Activity B.5.3
HCS will engage local community health worker groups
and determine aligning priorities among the diverse
groups.
12/2021 9/29/2023 -Agendas from meetings hosted
for CHW groups.
Beatriz Camberos
Dr. Munnainathan
Navigator Supervisor
Meeting Agendas
Exhibit A: OMNI Health Clinic System Scope of Work - Page 9 of 13
9
Short Term Outcomes(s) Short Term Measures
Increased engagement of patient
navigators/community health workers.
Measure: Number of patients within clinical or
community settings that engage with CHWs or
community navigators who link patients to
community resources that promote management
of high blood pressure.
-Data Source: EHR queries, healthcare systems
self-reporting
Beatriz Camberos
Dr. Munnainathan
Navigator Supervisor
Review and Report
Increased engagement of patient
navigators/community health workers.
Measure: Number of patients within clinical or
community settings that engage with CHWs or
community navigators who link patients to
community resources that promote cholesterol
management.
-Data Source: EHR queries, healthcare systems
self-reporting
Beatriz Camberos
Dr. Munnainathan
Navigator Supervisor
Review and Report
Setting Healthcare systems, hospitals, FQHCs, Omni Family Health
Population of focus Hispanic adults
African American adults
Low socioeconomic status adults
Urban and rural areas
Beatriz Camberos
Dr. Munnainathan
Navigator Supervisor
Exhibit A: OMNI Health Clinic System Scope of Work - Page 10 of 13
10
Strategy Description B.8
Explore and test innovative ways to enhance referral, participation, and adherence in cardiac rehabilitation programs in traditional and
community settings, including home-based settings.
Activity Description Project
Start Date
Project
End Date
Deliverables Identify who will work to
complete this activity to submit
deliverable and how?
Activity B.8.1
HCS will work with Department of Public Health to
promote St. Agnes Medical Center’s (SAMC) cardiac
rehabilitation program among patients who qualify.
Identify barriers to participation to help increase
referrals.
12/2021 9/29/2023 -Number of patients who qualify
for program, number of referrals
made.
(Performance Measure B.8a)
Beatriz Camberos
Dr. Munnainathan
Referral Dept
Review and Report
Short Term Outcomes(s) Short Term Measures
Increased awareness and utilization of cardiac
rehabilitation program in Fresno County.
Measure: Number and % of patients in selected
clinical and/or community settings who have had a
qualifying even with the previous 12 months, who
receive a new referral to cardiac rehab program.
-Data Source: EHR queries, data from cardiac
rehabilitation program
Beatriz Camberos
Dr. Munnainathan
Referral Dept
IT Department
EHR Review and Report
Increased awareness and utilization of cardiac
rehabilitation program in Fresno County.
Measure: Number and % of patients in selected
clinical and/or community settings who have had a
qualifying even with the previous 12 months, who
Beatriz Camberos
Dr. Munnainathan
Exhibit A: OMNI Health Clinic System Scope of Work - Page 11 of 13
11
attend at least 1 session in a cardiac rehab
program
-Data Source: EHR queries, data from cardiac
rehabilitation program
Referral Dept
IT Department
EHR Review and Report
Increased awareness and utilization of cardiac
rehabilitation program in Fresno County.
Measure: Number and % of patients in selected
clinical and/or community settings who have had a
qualifying even with the previous 12 months, who
have enrolled in a cardiac rehab program and
attend at least 25 sessions.
-Data Source: EHR queries, data from cardiac
rehabilitation program
Beatriz Camberos
Dr. Munnainathan
Referral Dept
IT Department
EHR Review and Report
Setting Healthcare systems, private practice, hospitals,
FQHCs, community-based organizations
Omni Family Health
Population of focus Hispanic adults
African American adults
Low socioeconomic status adults
Urban and rural areas
Beatriz Camberos
Dr. Munnainathan
Referral Dept
IT Department
Exhibit A: OMNI Health Clinic System Scope of Work - Page 12 of 13
12
Additional Activities
Activity Description Project
Start Date
Project
End Date
Deliverables Identify who will work to complete
this activity to submit deliverable
and how?
Monthly Meetings
HCS will attend monthly virtual program
meetings with Department of Public Health staff.
HCS may be invited to attend virtual meetings
with CDC and CDC evaluator on as needed basis.
12/2021 9/29/2023 -FCDPH will coordinate Beatriz Camberos
Dr. Munnainathan
Evaluation Reports
HCS will be responsible for submitting
performance measure reports to FCDPH and
working with evaluators at Central Valley Health
Policy Institute to discuss de-identified data.
12/2021 9/29/2023 Submit to FCDPH:
-Baseline performance
measure data for B.1, B.2,
B.3, B.4, B.5 and B.8 due by
December 17, 2021 for
September 30, 2020-
September 29, 2021.
-Year 1 evaluation report for
performance measures B.1,
B.2, B.3, B.4, B.5 and B.8,
due December 1st, 2022.
-Year 2 evaluation report for
performance measures B.1,
Beatriz Camberos
Dr. Munnainathan
IT Department
Review and Report
Exhibit A: OMNI Health Clinic System Scope of Work - Page 13 of 13
13
B.2, B.3, B.4, B.5 and B.8,
due October 2nd, 2023.
Success Stories and Sustainability Plan
HCS will be responsible for documenting at least
one success story.
HCS will be responsible for identifying ways to
sustain activities beyond 9/29/2023.
12/2021 9/29/2023 Submit to FCDPH:
-Narrative description of
identified success story (ex.
Patient success in improving
numbers or clinic success).
-Narrative describing ideas
for sustainability.
Beatriz Camberos
Dr. Munnainathan
Review and Report
Exit Interview
HCS staff involved in the project will be invited to
attend an exit interview at the end of the project
to document insights, lessons learned, and
barriers identified during the project.
12/2021 9/29/2023 -Central Valley Health Policy
Institute will coordinate.
Beatriz Camberos
Dr. Munnainathan
National Recognition Programs
HCS is recommended to apply for the Target BP
Recognition Program through the American
Heart Association & American Medical
Association https://targetbp.org/recognition-
program/
12/2021 9/29/2023 Submit to FCDPH:
-Copy of certificate showing
BP Recognition status.
Beatriz Camberos
Dr. Munnainathan
Status Update
EXHIBIT B - Page 1 of 4
Position Title Monthly
Salary Range Monthly Annual FTE %Months Requested
Amount
Health Educator 1FTE $ 4,583.33 $ 55,000.00 100 $ 55,000.00 $55,000
Nursing .5FTE $ 6,250.00 $ 75,000.00 0.5 $ 37,500.00 $37,500
Pharmacist 0.2FTE $ 13,750.00 $ 165,000.00 0.2 $ 33,000.00 $33,000
$125,500
Fringe Benefits @
25%$31,375
Total $156,875
Operating Expenses
Space/Rent 9 $3,000
Communications 9 $1,000
Printing 9 $3,000
Office Supplies 9 $1,000
$8,000
Labor
Travel
Mileage $0
$0
Other Costs
$10,000
$10,000
Indirect Costs** (minimum 10% if no other Federally $15,125
$190,000
Total Indirect Costs
TOTAL COSTS
Year I
Total Other Costs
12/01/2021 EXECUTION through 9/29/2022
Personnel
Total Personnel
Total Fringe Benefits
Total Operating Expenses
Total Labor Cost
Total Travel
EXHIBIT B - Page 2 of 4
Position Title Monthly Salary
Range Monthly Annual FTE %Months Requested
Amount
Health Educator .75FTE $ 4,583.33 $ 55,000.00 0.75 $ 41,250.00 $ 41,250
Nursing .5FTE $ 6,250.00 $ 75,000.00 0.5 $ 37,500.00 $ 37,500
Pharmacist 0.2FTE $ 13,750.00 $ 165,000.00 0.2 $ 33,000.00 $ 33,000
$ 111,750
Fringe Benefits @ 25%$27,937.50
Total $139,687.50
Operating Expenses
Space/Rent 9 $3,000
Communications 9 $1,000
Printing 9 $3,000
Office Supplies 9 $1,000
$8,000
Labor
Travel
Mileage $0
$0
Other Costs
$0
Indirect Costs** (minimum 10% if no other Federally ap
$12,312.75
$160,000.25 TOTAL COSTS
Personnel
Total Other Costs
Total Personnel
Total Fringe Benefits
Total Operating Expenses
Year II
09/30/2022 through 9/29/2023
Total Labor Cost
Total Travel
Total Indirect Costs
Justification Year I EXHIBIT B - Page 3 of 4
Position Title
Health Educators 1 FTE
Nurses .5 FTE
Pharmacist 0.2 FTE
Fringe Benefits @ 25%
Operating Expenses
Space/Rent
Communications
Printing
Office Supplies
Labor
Travel
Other Costs
Personnel
Pharmacist will provide medication therapy management for
patients with chronic conditions.
Marketing:
• $2,500----- for brochures and print materials
• $3,000-----$250 per month for 12 months social media posts and
videos (Omni’s Facebook page)
• $4,500-----Radio Commercial
Total= $10,000
Health Educators will present advice and education on nutrition,
physical activity, weight loss, and how to best manage chronic
illnesses such as diabetes and hypertension.
Nurses will assess their patient's health conditions. Record their
patient's medical histories and symptoms. Monitor a patient's health
or recovery while recording their observations. Administer
di ti d/ t t t t ti t hil d th i
Total operating expenses will include rent, office supplies,
communications, and printing.
Indirect Costs ** (minimum
10% if no other Federally
approved indirect cost)
Indirect Cost 10% of direct cost
Justification Yr. II EXHIBIT B - Page 4 of 4
Position Title
Health Educators .75 FTE
Nurses .5 FTE
Pharmacist 0.2 FTE
Fringe Benefits @ 25%
Operating Expenses
Space/Rent
Communications
Printing
Office Supplies
Labor
Travel
Other Costs
Indirect Costs **
(minimum 10% if no other
Federally approved indirect
cost)
Indirect Cost 10% of direct cost
Total operating expenses will include rent, office supplies,
communications, and printing.
Personnel
Health Educators will present advice and education on nutrition,
physical activity, weight loss, and how to best manage chronic
illnesses such as diabetes and hypertension.
Pharmacist will provide medication therapy management for
patients with chronic conditions.
Nurses will assess their patient's health conditions. Record their
patient's medical histories and symptoms. Monitor a patient's health
or recovery while recording their observations. Administer
medications and/or treatments to patients while under their care.
General Terms and Conditions for Non-Research
Grant and Cooperative Agreements
Incorporation: The Department of Health and Human Services (HHS) grant recipients must
comply with all terms and conditions outlined in the Notice of Funding Opportunity (NOFO),
their Notice of Award (NOA), grants policy contained in applicable HHS Grants Policy
Statements, 45 CFR Part 75, requirements imposed by program statutes and regulations,
Executive Orders, and HHS grant administration regulations, as applicable; as well as any
requirements or limitations in any applicable appropriations acts. The term grant is used
throughout these general terms and conditions of award and includes cooperative agreements.
Note: In the event that any requirement in the NOA, the NOFO, the HHS Grants Policy
Statement, 45 CFR Part 75, or applicable statutes/appropriations acts conflict, then statutes
and regulations take precedence.
FEDERAL REGULATIONS AND POLICIES
2 CFR Part 200 – Uniform Administrative Requirements, Cost Principles, and Audit
Requirements for Federal Awards. https://www.ecfr.gov/cgi-bin/text-
idx?tpl=/ecfrbrowse/Title02/2cfr200_main_02.tpl
45 CFR Part 75 – Uniform Administrative Requirements, Cost Principles, and Audit
Requirements for HHS Awards. https://www.ecfr.gov/cgi-bin/text-
idx?node=pt45.1.75&rgn=div5
HHS Grants Policy and Regulations – https://www.hhs.gov/grants/grants/grants-policies-
regulations/index.html
Federal Funding Accountability and Transparency Act (FFATA) https://www.fsrs.gov/
Trafficking In Persons: Awards are subject to the requirements of the Trafficking Victims
Protection Act of 2000, as amended (22 U.S.C. Part 7104(g)).
https://www.gpo.gov/fdsys/browse/collectionUScode.action?collectionCode=USCODE&search
Path=Title+22%2FCHAPTER+78&oldPath=Title+22&isCollapsed=true&selectedYearFrom=20
00&ycord=3240
CDC Additional Requirements (AR) may apply. The NOFO will detail which specific ARs apply to
resulting awards. Links to full texts can be found at:
https://www.cdc.gov/grants/additionalrequirements/index.html.
FUNDING RESTRICTIONS AND LIMITATIONS
Cost Limitations as stated in Appropriations Acts. Recipients must follow applicable fiscal year
appropriations law in effect at the time of award. See AR-32 Appropriations Act, General
Requirements: https://www.cdc.gov/grants/additionalrequirements/ar-32.html.
EXHIBIT C
Page 1 of 14
Though Recipients are required to comply with all applicable appropriations restrictions,
please find below specific ones of note: CDC notes that the cited section for each below
provision may change annually.
A.Cap on Salaries (Division H,Title II, General Provisions, Sec. 202): None of the funds
appropriated in this title shall be used to pay the salary of an individual, through a grant or
other extramural mechanism, at a rate in excess of Executive Level II.
Note: The salary rate limitation does not restrict the salary that an organization may pay an
individual working under an HHS contract or order; it merely limits the portion of that salary
that may be paid with federal funds.
B.Gun Control Prohibition (Div. H, Title II, Sec. 210): None of the funds made available in
this title may be used, in whole or in part, to advocate or promote gun control.
C.Lobbying Restrictions (Div. H, Title V, Sec. 503):
•503(a): No part of any appropriation contained in this Act or transferred pursuant to
section 4002 of Public Law 111-148 shall be used, other than for normal and recognized
executive-legislative relationships, for publicity or propaganda purposes, for the
preparation, distribution, or use of any kit, pamphlet, booklet, publication, electronic
communication, radio, television, or video presentation designed to support or defeat the
enactment of legislation before the Congress or any State or local legislature or
legislative body, except in presentation to the Congress or any State or local legislature
itself, or designed to support or defeat any proposed or pending regulation, administrative
action, or order issued by the executive branch of any State or local government itself.
•503 (b): No part of any appropriation contained in this Act or transferred pursuant to
section 4002 of Public Law 111-148 shall be used to pay the salary or expenses of any
grant or contract recipient, or agent acting for such recipient, related to any activity
designed to influence the enactment of legislation, appropriations, regulation,
administrative action, or Executive order proposed or pending before the Congress or any
State government, State legislature or local legislature or legislative body, other than for
normal and recognized executive-legislative relationships or participation by an agency or
officer of a State, local or tribal government in policymaking and administrative processes
within the executive branch of that government.
•503(c): The prohibitions in subsections (a) and (b) shall include any activity to advocate
or promote any proposed, pending or future federal, state or local tax increase, or any
proposed, pending, or future requirement or restriction on any legal consumer product,
including its sale of marketing, including but not limited to the advocacy or promotion of
gun control.
For additional information, see Additional Requirement 12 at
http://www.cdc.gov/grants/additionalrequirements/index.html.
D.Needle Exchange (Div. H, Title V, Sec. 520): Notwithstanding any other provision of this
Act, no funds appropriated in this Act shall be used to carry out any program of distributing
sterile needles or syringes for the hypodermic injection of any illegal drug.
E.Blocking access to pornography (Div. H, Title V, Sec. 521): (a) None of the funds made
available in this Act may be used to maintain or establish a computer network unless such
CDC General Terms and Conditions for Non-research Awards, Revised: May 2018 Page 2
EXHIBIT C
Page 2 of 14
network blocks the viewing, downloading, and exchanging of pornography; (b) Nothing in
subsection (a) shall limit the use of funds necessary for any federal, state, tribal, or local law
enforcement agency or any other entity carrying out criminal investigations, prosecution, or
adjudication activities.
Cancel Year: 31 U.S.C. Part 1552(a) Procedure for Appropriation Accounts Available for
Definite Periods states the following: On September 30th of the 5th fiscal year after the period
of availability for obligation of a fixed appropriation account ends, the account shall be closed
and any remaining balances (whether obligated or unobligated) in the account shall be
canceled and thereafter shall not be available for obligation or expenditure for any purpose.
REPORTING REQUIREMENTS
Annual Federal Financial Report (FFR, SF-425): The Annual Federal Financial Report
(FFR) SF-425 is required and must be submitted no later than 90 days after the end of the
budget period via www.grantsolutions.gov. If more frequent reporting is required, the Notice
of Award terms and conditions will explicitly state the reporting requirement.
Failure to submit the required information in a timely manner may adversely affect the future
funding of this project. If the information cannot be provided by the due date, the recipient is
required to contact the Grants Management Specialist/Officer (GMS/GMO) identified in the
Notice of Award before the due date.
Electronic versions of the form can be downloaded at:
https://www.grants.gov/web/grants/forms/post-award-reporting-forms.html#sortby=1.
Annual Performance Progress and Monitoring Reporting: The Annual Performance
Progress and Monitoring Report (PPMR) is due no later than 120 days prior to the end of the
budget period and serves as the continuation application for the follow-on budget period.
Submission instructions, due date, and format will be included in the guidance from the
assigned GMO/GMS via www.grantsolutions.gov.
Any change to the existing information collection noted in the award terms and conditions will
be subject to review and approval by the Office of Management and Budget (OMB) under the
Paperwork Reduction Act.
Data Management Plan: CDC requires recipients for projects that involve the collection or
generation of data with federal funds to develop, submit and comply with a Data
Management Plan (DMP) for each collection or generation of public health data undertaken
as part of the award and, to the extent consistent with law and appropriate, provide access to
and archiving/long-term preservation of collected or generated data. Additional information on
the Data Management and Access requirements can be found
at https://www.cdc.gov/grants/additionalrequirements/ar-25.html.
Audit Requirement Domestic Organizations (including US-based organizations
implementing projects with foreign components): An organization that expends $750,000 or
more in a fiscal year in federal awards shall have a single or program-specific audit
conducted for that year in accordance with the provisions of 45 CFR Part 75. The audit
period is an organization’s fiscal year. The audit must be completed along with a data
collection form (SF-SAC), and the reporting package shall be submitted within the earlier of
30 days after receipt of the auditor’s report(s), or nine (9) months after the end of the audit
CDC General Terms and Conditions for Non-research Awards, Revised: May 2018 Page 3
EXHIBIT C
Page 3 of 14
period. The audit report must be sent to:
Federal Audit Clearing House Internet Data Entry System Electronic Submission:
https://harvester.census.gov/facides/(S(0vkw1zaelyzjibnahocga5i0))/account/login.aspx
AND
Office of Grants Services, Financial Assessment and Audit Resolution Unit
Electronic Copy to: OGS.Audit.Resolution@cdc.gov
Audit Requirement Foreign Organizations: An organization that expends $300,000 or
more in a fiscal year on its federal awards must have a single or program-specific audit
conducted for that year. The audit period is an organization’s fiscal year. The auditor shall be
a U.S.-based Certified Public Accountant firm, the foreign government's Supreme Audit
Institution or equivalent, or an audit firm endorsed by the U.S. Agency for International
Development's Office of Inspector General. The audit must be completed in English and in
US dollars, and submitted within the earlier of 30 days after receipt of the auditor’s report(s),
or nine (9) months after the end of the audit period. The audit report must be sent to:
Electronic Copy to: OGS.Audit.Resolution@cdc.gov (CDC Office of Grants Services)
After receipt of the audit report, CDC will resolve findings by issuing Final Management
Determination Letters.
Domestic and Foreign organizations: Audit requirements for Subrecipients to whom 45
CFR 75 Subpart F applies: The recipient must ensure that the subrecipients receiving CDC
funds also meet these requirements. The recipient must also ensure to take appropriate
corrective action within six months after receipt of the subrecipient audit report in instances of
non-compliance with applicable federal law and regulations (45 CFR 75 Subpart F and HHS
Grants Policy Statement). The recipient may consider whether subrecipient audits
necessitate adjustment of the recipient's own accounting records. If a subrecipient is not
required to have a program-specific audit, the recipient is still required to perform adequate
monitoring of subrecipient activities. The recipient shall require each subrecipient to permit
the independent auditor access to the subrecipient's records and financial statements. The
recipient must include this requirement in all subrecipient contracts.
Required Disclosures for Federal Awardee Performance and Integrity Information
System (FAPIIS): Consistent with 45 CFR 75.113, applicants and recipients must disclose in
a timely manner, in writing to the CDC, with a copy to the HHS Office of Inspector General
(OIG), all information related to violations of federal criminal law involving fraud, bribery, or
gratuity violations potentially affecting the federal award. Subrecipients must disclose, in a
timely manner in writing to the prime recipient (pass through entity) and the HHS OIG, all
information related to violations of federal criminal law involving fraud, bribery, or gratuity
violations potentially affecting the federal award. Disclosures must be sent in writing to the
assigned GMS/GMO identified in the NOA, and to the HHS OIG at the following address:
U.S. Department of Health and Human Services
Office of the Inspector General
ATTN: Mandatory Grant Disclosures, Intake Coordinator
330 Independence Avenue, SW
Cohen Building, Room 5527
CDC General Terms and Conditions for Non-research Awards, Revised: May 2018 Page 4
EXHIBIT C
Page 4 of 14
Washington, DC 20201
Fax: (202)-205-0604 (Include “Mandatory Grant Disclosures” in subject line) or
Email: MandatoryGranteeDisclosures@oig.hhs.gov
Recipients must include this mandatory disclosure requirement in all subawards and
contracts under this award.
Failure to make required disclosures can result in any of the remedies described in 45 CFR
75.371. Remedies for noncompliance, including suspension or debarment (See 2 CFR parts
180 and 376, and 31 U.S.C. 3321).
CDC is required to report any termination of a federal award prior to the end of the period of
performance due to material failure to comply with the terms and conditions of this award in
the OMB-designated integrity and performance system accessible through SAM (currently
FAPIIS) (45 CFR 75.372(b)). CDC must also notify the recipient if the federal award is
terminated for failure to comply with the federal statutes, regulations, or terms and conditions
of the federal award (45 CFR 75.373(b)).
In addition, if the total value of currently active grants, cooperative agreements, and
procurement contracts from all federal awarding agencies exceeds $10,000,000 for any
period of time during the period of performance of this federal award, the recipient must
maintain the currency of information reported to the System for Award Management (SAM)
and made available in the designated integrity and performance system (currently the
Federal Awardee Performance and Integrity Information System (FAPIIS)) about civil,
criminal, or administrative proceedings described in section 1 of this award term and
condition. This is a statutory requirement under section 872 of Public Law 110-417, as
amended (41 U.S.C. 2313). As required by section 3010 of Public Law 111-212, all
information posted in the designated integrity and performance system on or after April 15,
2011, except past performance reviews required for federal procurement contracts, will be
publicly available.
1.Proceedings About Which You Must Report
Submit the information required about each proceeding that:
a.Is in connection with the award or performance of a grant, cooperative agreement,
or procurement contract from the federal government;
b.Reached its final disposition during the most recent five year period; and
c.If one of the following:
(1)A criminal proceeding that resulted in a conviction, as defined in paragraph 4
of this award term and condition;
(2) A civil proceeding that resulted in a finding of fault and liability and payment
of a monetary fine, penalty, reimbursement, restitution, or damages of $5,000 or more;
(3) An administrative proceeding, as defined in paragraph 4 of this award term
and condition, that resulted in a finding of fault and liability and your payment of either a
monetary fine or penalty of $5,000 or more or reimbursement, restitution, or damages in
excess of $100,000; or
(4)Any other criminal, civil, or administrative proceeding if:
(i)It could have led to an outcome described in paragraph 1.c.(1), (2), or (3) of
this award term and condition;
(ii)It had a different disposition arrived at by consent or compromise with an
acknowledgement of fault on your part; and
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(iii) The requirement in this award term and condition to disclose information
about the proceeding does not conflict with applicable laws and regulations.
2. Reporting Procedures
Enter in the SAM Entity Management area the information that SAM requires about each
proceeding described in section 1 of this award term and condition. You do not need to
submit the information a second time under assistance awards that you received if you
already provided the information through SAM because you were required to do so under
federal procurement contracts that you were awarded.
3. Reporting Frequency
During any period of time when you are subject to this requirement in section 1 of this
award term and condition, you must report proceedings information through SAM for the
most recent five year period, either to report new information about any proceeding(s) that
you have not reported previously or affirm that there is no new information to report.
Recipients that have federal contract, grant, and cooperative agreement awards with a
cumulative total value greater than $10,000,000 must disclose semiannually any information
about the criminal, civil, and administrative proceedings.
4. Definitions
For purposes of this award term and condition:
a. Administrative proceeding means a non-judicial process that is adjudicatory in nature
in order to make a determination of fault or liability (e.g., Securities and Exchange
Commission Administrative proceedings, Civilian Board of Contract Appeals proceedings,
and Armed Services Board of Contract Appeals proceedings). This includes proceedings at
the federal and state level but only in connection with performance of a federal contract or
grant. It does not include audits, site visits, corrective plans, or inspection of deliverables.
b. Conviction, for purposes of this award term and condition, means a judgment or
conviction of a criminal offense by any court of competent jurisdiction, whether entered upon
a verdict or a plea, and includes a conviction entered upon a plea of nolo contendere.
c. Total value of currently active grants, cooperative agreements, and procurement
contracts includes—
(1) Only the federal share of the funding under any federal award with a recipient cost
share or match;
(2) The value of all expected funding increments under a federal award and options,
even if not yet exercised.
GENERAL REQUIREMENTS
Travel Cost: In accordance with HHS Grants Policy Statement, travel costs are allowable
when the travel will provide a direct benefit to the project or program. To prevent
disallowance of cost, the recipient is responsible for ensuring travel costs are clearly stated in
their budget narrative and are applied in accordance with their organization's established
travel policies and procedures. The recipient’s established travel policies and procedures
must also meet the requirements of 45 CFR Part 75.474.
Food and Meals: Costs associated with food or meals are allowable when consistent with
applicable federal regulations and HHS policies. See
https://www.hhs.gov/grants/contracts/contract-policies-regulations/efficient-
spending/index.html. In addition, costs must be clearly stated in the budget narrative and be
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consistent with organization approved policies. Recipients must make a determination of
reasonableness and organization approved policies must meet the requirements of 45 CFR
Part 75.432.
Prior Approval: All requests which require prior approval, must bear the signature (or
electronic authorization) of the authorized organization representative. The recipient must
submit these requests no later than 120 days prior to the budget period’s end date.
Additionally, any requests involving funding issues must include an itemized budget and a
narrative justification of the request.
The following types of requests are examples of actions that require prior approval, unless an
expanded authority, or conversely a high risk condition, is explicitly indicated in the NOA.
• Use of unobligated funds from prior budget period (Carryover)
• Lift funding restriction
• Significant redirection of funds (i.e., cumulative changes of 25% of total award)
• Change in scope
• Implement a new activity or enter into a sub-award that is not specified in the
approved budget
• Apply for supplemental funds
• Extensions to period of performance
Templates for prior approval requests can be found at:
http://www.cdc.gov/grants/alreadyhavegrant/priorapprovalrequests.html.
Additional information on the electronic grants administration system CDC non-research
awards utilize, Grants Solutions, can be found at:
https://www.cdc.gov/grants/grantsolutions/index.html.
Key Personnel: In accordance with 45 CFR Part 75.308, CDC recipients must obtain prior
approval from CDC for (1) change in the project director/principal investigator, authorized
organizational representative or other key persons specified in the NOFO, application or
award document; and (2) the disengagement from the project for more than three months, or
a 25 percent reduction in time devoted to the project, by the approved project director or
principal investigator.
Inventions: Acceptance of grant funds obligates recipients to comply with the standard
patent rights clause in 37 CFR Part 401.14.
Publications: Publications, journal articles, etc. produced under a CDC grant supported
project must bear an acknowledgment and disclaimer, and include the award number. For
example:
This publication (journal article, etc.) was supported by Grant or Cooperative
Agreement number 5UXXXXXXX, funded by the Centers for Disease Control and
Prevention. Its contents are solely the responsibility of the authors and do not
necessarily represent the official views of the Centers for Disease Control and
Prevention or the Department of Health and Human Services.
Acknowledgment Of Federal Support: When issuing statements, press releases, requests
for proposals, bid solicitations and other documents describing projects or programs funded
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in whole or in part with federal money, all awardees receiving federal funds, including and not
limited to state and local governments and recipients of federal research grants, shall clearly
state:
• Percentage of the total costs of the program or project which will be financed with
federal money,
• Dollar amount of federal funds for the project or program, and
• Percentage and dollar amount of the total costs of the project or program that will be
financed by non-governmental sources.
Copyright Interests Provision: This provision is intended to ensure that the public has
access to the results and accomplishments of public health activities funded by CDC.
Pursuant to applicable grant regulations and CDC’s Public Access Policy, Recipient agrees
to submit into the National Institutes of Health (NIH) Manuscript Submission (NIHMS) system
an electronic version of the final, peer-reviewed manuscript of any such work developed
under this award upon acceptance for publication, to be made publicly available no later than
12 months after the official date of publication. Also at the time of submission, Recipient
and/or the Recipient’s submitting author must specify the date the final manuscript will be
publicly accessible through PubMed Central (PMC). Recipient and/or Recipient’s submitting
author must also post the manuscript through PMC within twelve (12) months of the
publisher's official date of final publication; however, the author is strongly encouraged to
make the subject manuscript available as soon as possible. The recipient must obtain prior
approval from the CDC for any exception to this provision.
The author's final, peer-reviewed manuscript is defined as the final version accepted for
journal publication, and includes all modifications from the publishing peer review process,
and all graphics and supplemental material associated with the article. Recipient and its
submitting authors working under this award are responsible for ensuring that any publishing
or copyright agreements concerning submitted article reserve adequate right to fully comply
with this provision and the license reserved by CDC. The manuscript will be hosted in both
PMC and the CDC Stacks institutional repository system. In progress reports for this award,
recipient must identify publications subject to the CDC Public Access Policy by using the
applicable NIHMS identification number for up to three (3) months after the publication date
and the PubMed Central identification number (PMCID) thereafter.
Disclaimer for Conference/Meeting/Seminar Materials: If a conference/meeting/seminar is
funded by a grant, cooperative agreement, sub-grant and/or a contract, the recipient must
include the following statement on conference materials, including promotional materials,
agenda, and internet sites:
Funding for this conference was made possible (in part) by the Centers for Disease
Control and Prevention. The views expressed in written conference materials or
publications and by speakers and moderators do not necessarily reflect the official
policies of the Department of Health and Human Services, nor does the mention of
trade names, commercial practices, or organizations imply endorsement by the U.S.
Government.
Logo Use for Conference and Other Materials: Neither the Department of Health and
Human Services (HHS) nor the CDC logo may be displayed if such display would cause
confusion as to the funding source or give false appearance of Government endorsement.
Use of the HHS name or logo is governed by U.S.C. Part 1320b-10, which prohibits misuse
of the HHS name and emblem in written communication. A non-federal entity is not
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authorized to use the HHS name or logo governed by U.S.C. Part 1320b-10. The appropriate
use of the HHS logo is subject to review and approval of the HHS Office of the Assistant
Secretary for Public Affairs (OASPA). Moreover, the HHS Office of the Inspector General has
authority to impose civil monetary penalties for violations (42 CFR Part 1003).
Additionally, the CDC logo cannot be used by the recipient without the express, written
consent of CDC. The Program Official/Project Officer identified in the NOA can assist with
facilitating such a request. It is the responsibility of the recipient to request consent for use of
the logo in sufficient detail to ensure a complete depiction and disclosure of all uses of the
Government logos. In all cases for utilization of Government logos, the recipient must ensure
written consent is received. Further, the HHS and CDC logo cannot be used by the recipient
without a license agreement setting forth the terms and conditions of use.
Equipment and Products: To the greatest extent practical, all equipment and products
purchased with CDC funds should be American-made. CDC defines equipment as tangible
non-expendable personal property (including exempt property) charged directly to an award
having a useful life of more than one year AND an acquisition cost of $5,000 or more per unit.
However, consistent with recipient policy, a lower threshold may be established. Please
provide the information to the Grants Management Officer to establish a lower equipment
threshold to reflect your organization's policy.
The recipient may use its own property management standards and procedures, provided it
observes provisions in applicable grant regulations found at 45 CFR Part 75.
Federal Information Security Management Act (FISMA): All information systems,
electronic or hard copy, that contain federal data must be protected from unauthorized
access. This standard also applies to information associated with CDC grants. Congress and
the OMB have instituted laws, policies and directives that govern the creation and
implementation of federal information security practices that pertain specifically to grants and
contracts. The current regulations are pursuant to the Federal Information Security
Management Act (FISMA), Title III of the E-Government Act of 2002, PL 107-347.
FISMA applies to CDC recipients only when recipients collect, store, process, transmit or use
information on behalf of HHS or any of its component organizations. In all other cases,
FISMA is not applicable to recipients of grants, including cooperative agreements. Under
FISMA, the recipient retains the original data and intellectual property, and is responsible for
the security of these data, subject to all applicable laws protecting security, privacy, and
research. If/When information collected by a recipient is provided to HHS, responsibility for
the protection of the HHS copy of the information is transferred to HHS and it becomes the
agency’s responsibility to protect that information and any derivative copies as required by
FISMA. For the full text of the requirements under Federal Information Security
Management Act (FISMA), Title III of the E-Government Act of 2002 Pub. L. No. 107-347,
please review the following website: https://www.gpo.gov/fdsys/pkg/PLAW-
107publ347/pdf/PLAW-107publ347.pdf.
Pilot Program for Enhancement of Contractor Employee Whistleblower Protections:
Recipients are hereby given notice that the 48 CFR section 3.908, implementing section 828,
entitled “Pilot Program for Enhancement of Contractor Employee Whistleblower Protections,”
of the National Defense Authorization Act (NDAA) for Fiscal Year (FY) 2013 (Pub. L. 112-
239, enacted January 2, 2013), applies to this award.
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Federal Acquisition Regulations
As promulgated in the Federal Register, the relevant portions of 48 CFR section 3.908 read
as follows (note that use of the term “contract,” “contractor,” “subcontract,” or “subcontractor”
for the purpose of this term and condition, should be read as “grant,” “recipient,” “subgrant,”
or “subrecipient”):
3.908 Pilot program for enhancement of contractor employee whistleblower protections.
3.908-1 Scope of section.
(a) This section implements 41 U.S.C. 4712.
(b) This section does not apply to-
(1) DoD, NASA, and the Coast Guard; or
(2) Any element of the intelligence community, as defined in section 3(4) of the
National Security Act of 1947 (50 U.S.C. 3003(4)). This section does not apply to any
disclosure made by an employee of a contractor or subcontractor of an element of the
intelligence community if such disclosure-
(i) Relates to an activity of an element of the intelligence community; or
(ii) Was discovered during contract or subcontract services provided to an
element of the intelligence community.
3.908-2 Definitions.
As used in this section-
“Abuse of authority” means an arbitrary and capricious exercise of authority that is
inconsistent with the mission of the executive agency concerned or the successful
performance of a contract of such agency.
“Inspector General” means an Inspector General appointed under the Inspector General Act
of 1978 and any Inspector General that receives funding from, or has oversight over
contracts awarded for, or on behalf of, the executive agency concerned.
3.908-3 Policy.
(a) Contractors and subcontractors are prohibited from discharging, demoting, or otherwise
discriminating against an employee as a reprisal for disclosing, to any of the entities listed at
paragraph (b) of this subsection, information that the employee reasonably believes is
evidence of gross mismanagement of a federal contract, a gross waste of federal funds, an
abuse of authority relating to a federal contract, a substantial and specific danger to public
health or safety, or a violation of law, rule, or regulation related to a federal contract (including
the competition for or negotiation of a contract). A reprisal is prohibited even if it is
undertaken at the request of an executive branch official, unless the request takes the form of
a non-discretionary directive and is within the authority of the executive branch official making
the request.
(b) Entities to whom disclosure may be made.
(1) A Member of Congress or a representative of a committee of Congress.
(2) An Inspector General.
(3) The Government Accountability Office.
(4) A federal employee responsible for contract oversight or management at the
relevant agency.
(5) An authorized official of the Department of Justice or other law enforcement
agency.
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(6) A court or grand jury.
(7) A management official or other employee of the contractor or subcontractor who
has the responsibility to investigate, discover, or address misconduct.
(c) An employee who initiates or provides evidence of contractor or subcontractor misconduct
in any judicial or administrative proceeding relating to waste, fraud, or abuse on a federal
contract shall be deemed to have made a disclosure.
3.908-9 Contract clause.
Contractor Employee Whistleblower Rights and Requirement to Inform Employees of
Whistleblower Rights (Sept. 2013)
(a) This contract and employees working on this contract will be subject to the whistleblower
rights and remedies in the pilot program on Contractor employee whistleblower protections
established at 41 U.S.C. 4712 by section 828 of the National Defense Authorization Act for
Fiscal Year 2013 (Pub. L. 112-239) and FAR 3.908.
(b) The Contractor shall inform its employees in writing, in the predominant language of the
workforce, of employee whistleblower rights and protections under 41 U.S.C. 4712, as
described in section 3.908 of the Federal Acquisition Regulation.
(c) The Contractor shall insert the substance of this clause, including this paragraph (c), in all
subcontracts over the simplified acquisition threshold.
PAYMENT INFORMATION
Fraud Waste or Abuse: The HHS Office of the Inspector General (OIG) maintains a toll-free
number (1-800-HHS-TIPS [1-800-447-8477]) for receiving information concerning fraud, waste,
or abuse under grants and cooperative agreements. Information also may be submitted by e-
mail to hhstips@oig.hhs.gov or by mail to Office of the Inspector General, Department of
Health and Human Services, Attn: HOTLINE, 330 Independence Ave., SW, Washington DC
20201. Such reports are treated as sensitive material and submitters may decline to give their
names if they choose to remain anonymous.
Automatic Drawdown (Direct/Advance Payments): Payments under CDC awards will be
made available through the Department of Health and Human Services (HHS) Payment
Management System (PMS), under automatic drawdown, unless specified otherwise in the
NOA. Recipients must comply with requirements imposed by the PMS on-line system.
Questions concerning award payments or audit inquiries should be directed to the payment
management services office.
PMS Website: https://pms.psc.gov/
PMS Phone Support: +1(877)614-5533
PMS Email Support: PMSSupport@psc.gov
Payment Management System Subaccount: Funds awarded in support of approved
activities will be obligated in an established subaccount in the PMS. Funds must be used in
support of approved activities in the NOFO and the approved application. All award funds must
be tracked and reported separately.
Exchange Rate: All requests for funds contained in the budget, shall be stated in U.S.
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dollars. Once an award is made, CDC will generally not compensate foreign recipients for
currency exchange fluctuations through the issuance of supplemental awards.
Acceptance of the Terms of an Award: By drawing or otherwise obtaining funds from PMS,
the recipient acknowledges acceptance of the terms and conditions of the award and is
obligated to perform in accordance with the requirements of the award. If the recipient cannot
accept the terms, the recipient should notify the Grants Management Officer within thirty (30)
days of receipt of the NOA.
Certification Statement: By drawing down funds, the recipient certifies that proper financial
management controls and accounting systems, to include personnel policies and procedures,
have been established to adequately administer federal awards and funds drawn down.
Recipients must comply with all terms and conditions in the NOFO, outlined in their NOA,
grant policy terms and conditions contained in applicable HHS Grant Policy Statements, and
requirements imposed by program statutes and regulations and HHS grants administration
regulations, as applicable; as well as any regulations or limitations in any applicable
appropriations acts.
CLOSEOUT REQUIREMENTS
Recipients must submit all closeout reports identified in this section within 90 days of the
period of performance end date. The reporting timeframe is the full period of performance.
Failure to submit timely and accurate final reports may affect future funding to the
organization or awards under the direction of the same Project Director/Principal Investigator
(PD/PI).
Final Performance Progress and Evaluation Report (PPER): This report should include
the information specified in the NOFO and is submitted upon solicitation from the GMS/GMO
via www.grantsolutions.gov. At a minimum, the report will include the following:
• Statement of progress made toward the achievement of originally stated aims;
• Description of results (positive or negative) considered significant; and
• List of publications resulting from the project, with plans, if any, for further
publication.
All manuscripts published as a result of the work supported in part or whole by the grant must
be submitted with the performance progress reports.
Final Federal Financial Report (FFR, SF-425): The FFR should only include those funds
authorized and actually expended during the timeframe covered by the report. The Final
FFR, SF-425 is required and must be submitted no later than 90 days after the period of
performance end date via www.grantsolutions.gov.
Electronic versions of the form can be downloaded at:
https://www.grants.gov/web/grants/forms/post-award-reporting-forms.html#sortby=1.
The final report must indicate the exact balance of unobligated funds and may not reflect any
unliquidated obligations. Should the amount not match with the final expenditures reported to
the Department of Health and Human Services’ PMS, you will be required to update your
reports to PMS accordingly. Remaining unobligated funds will be de-obligated and returned
to the U.S. Treasury.
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Equipment and Supplies -Tangible Personal Property Report (SF-428): A completed
Tangible Personal Property Report SF-428 and Final Report SF-428B addendum must be
submitted, along with any Supplemental Sheet SF-428S detailing all major equipment
acquired or furnished under this project with a unit acquisition cost of $5,000 or more.
Electronic versions of the forms can be downloaded by visiting:
https://www.grants.gov/web/grants/forms/post-award-reporting-forms.html#sortby=1.
If no equipment was acquired under an award, a negative report is required.
The recipient must identify each item of equipment that it wishes to retain for continued use in
accordance with 45 CFR Part 75. The awarding agency may exercise its rights to require the
transfer of equipment purchased under the assistance award. CDC will notify the recipient if
transfer to title will be required and provide disposition instruction on all major equipment.
Equipment with a unit acquisition cost of less than $5,000 that is no longer to be used in
projects or programs currently or previously sponsored by the federal government may be
retained, sold, or otherwise disposed of, with no further obligation to the federal government.
CDC STAFF RESPONSIBILITIES
Roles and Responsibilities: Grants Management Specialists/Officers (GMO/GMS) and
Program Officials (PO) work together to award and manage CDC grants and cooperative
agreements. From the pre-planning stage to closeout of an award, grants management and
program staff have specific roles and responsibilities for each phase of the grant cycle.
Award specific terms and conditions will include contact information for the PO/GMO/GMS.
Program Official: The PO is the federal official responsible for monitoring the programmatic,
scientific, and/or technical aspects of grants and cooperative agreements including:
• The development of programs and NOFOs to meet the CDC’s mission;
• Providing technical assistance to applicants in developing their applications, e.g.,
explanation of programmatic requirements, regulations, evaluation criteria, and
guidance to applicants on possible linkages with other resources;
• Providing technical assistance to recipients in the performance of their project; and
• Post-award monitoring of recipient performance such as review of progress reports,
review of prior approval requests, conducting site visits, and other activities
complementary to those of the GMO/GMS.
For Cooperative Agreements, substantial involvement is required from CDC. The PO is the
federal official responsible for the collaboration or participation in carrying out the effort under
the award. Substantial involvement will be detailed in the NOFO and award specific terms
and conditions and may include, but is not limited to:
• Review and approval of one stage of work before work can begin on a subsequent
stage;
• Review and approval of substantive programmatic provisions of proposed subawards
or contracts (beyond existing federal review of procurement or sole source policies);
• Involvement in the selection of key relevant personnel;
• CDC and recipient collaboration or joint participation; and
• Implementing highly prescriptive requirements prior to award limiting recipient
discretion with respect to scope of services, organizational structure, staffing, mode of
operation, and other management processes.
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Grants Management Officer: The GMO is the only official authorized to obligate federal
funds and is responsible for signing the NOA, including revisions to the NOA that change the
terms and conditions. The GMO serves as the counterpart to the business officer of the
recipient organization. The GMO is the federal official responsible for the business and other
non-programmatic aspects of grant awards including:
• Determining the appropriate award instrument, i.e., grant or cooperative agreement;
• Determining if an application meets the requirements of the NOFO;
• Ensuring objective reviews are conducted in an above-the-board manner and
according to guidelines set forth in grants policy;
• Ensuring recipient compliance with applicable laws, regulations, and policies;
• Negotiating awards, including budgets;
• Responding to recipient inquiries regarding the business and administrative aspects
of an award;
• Providing recipients with guidance on the closeout process and administering the
closeout of grants;
• Receiving and processing reports and prior approval requests such as changes in
funding, budget redirection, or changes to the terms and conditions of an award; and
• Maintaining the official grant file and program book.
Grants Management Specialist: The GMS is the federal staff member responsible for the
day-to-day management of grants and cooperative agreements. The GMS is the primary
contact of recipients for business and administrative matters pertinent to grant awards. Many
of the functions described in the GMO section are performed by the GMS, on behalf of the
GMO.
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SELF-DEALING TRANSACTION DISCLOSURE FORM
In order to conduct business with the County of Fresno (hereinafter referred to as “County”),
members of a contractor’s board of directors (hereinafter referred to as “County Contractor”), must
disclose any self-dealing transactions that they are a party to while providing goods, performing
services, or both for the County. A self-dealing transaction is defined below:
“A self-dealing transaction means a transaction to which the corporation is a party and in which one
or more of its directors has a material financial interest”
The definition above will be utilized for purposes of completing this disclosure form.
INSTRUCTIONS
(1)Enter board member’s name, job title (if applicable), and date this disclosure is being made.
(2)Enter the board member’s company/agency name and address.
(3)Describe in detail the nature of the self-dealing transaction that is being disclosed to the
County. At a minimum, include a description of the following:
a.The name of the agency/company with which the corporation has the transaction; and
b.The nature of the material financial interest in the Corporation’s transaction that the
board member has.
(4)Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
(5)Form must be signed by the board member that is involved in the self-dealing transaction
described in Sections (3) and (4).
EXHIBIT D
(1)Company Board Member Information:
Name: Date:
Job Title:
(2)Company/Agency Name and Address:
(3)Disclosure (Please describe the nature of the self-dealing transaction you are a party to):
(4)Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233 (a):
(5)Authorized Signature
Signature: Date:
EXHIBIT D