HomeMy WebLinkAboutAgreement A-21-478 with CSU Fresno Foundation.pdf- 1 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
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 California State University, Fresno Foundation, a California Non-Profit
Corporation, whose address is 4910 North Chestnut Avenue, Fresno, California 93726, hereinafter
referred to as “CONTRACTOR”.
WITNESSETH:
WHEREAS, COUNTY and CONTRACTOR entered into Agreement number A-21-010, dated
January 12, 2021, hereinafter referred to as “Agreement”, pursuant to which CONTRACTOR agreed to
provide Registered Dietician consultation services for COUNTY’s Nutrition Education and Obesity
Prevention (NEOP) program; and
WHEREAS, the parties desire to execute this Agreement effective retroactive to September 30,
2021 to evidence the intent and actions of the parties based on the terms and conditions of the
Original Agreement.
NOW, THERERFORE, in consideration of the mutual covenants, terms and conditions herein
contained, the parties agree as follows:
1.Notwithstanding anything to the contrary in the Original Agreement, the Original
Agreement is attached hereto, as Exhibit A, and incorporated herein as though its terms and
conditions are fully set forth below, and together with the terms and conditions set forth below,
constitute the entire agreement and understanding between CONTRACTOR and COUNTY concerning
the subject matter hereof for the term hereof, and supersede all previous negotiations, proposals,
commitments, writings, advertisements, publications and understandings of any nature whatsoever
unless expressly included in and modified by this Agreement.
1.OBLIGATIONS OF THE CONTRACTOR
CONTRACTOR shall perform all services and fulfill all responsibilities as described in Revised
Exhibit A2, attached hereto and incorporated herein by this reference, for the duration of this
Agreement.
2.TERM:
Agreement No. 21-478
16th November
- 2 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
The term of this Agreement shall commence September 30, 2021 and shall continue in full
force and effect through September 30, 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 or his or her
designee is authorized to execute such written approval on behalf of COUNTY based on
CONTRACTOR’s satisfactory performance.
3.COMPENSATION/INVOICING:
COUNTY agrees to pay CONTRACTOR and CONTRACTOR agrees to receive compensation
as described in Revised Exhibit A2, attached hereto and incorporated herein by this reference.
CONTRACTOR shall submit monthly invoices to the County of Fresno Department of Public Health
within thirty (30) days of the end of the preceding month. CONTRACTOR invoices shall include all
proper supporting documentation, including but not limited to receipts, invoices and work orders.
In no event shall services performed under this Agreement be in excess of One Thousand Four
Hundred and No/100 Dollars ($1,400.00) during the period beginning January 12, 2021 through
September 30, 2021. In no event shall services performed under this Agreement be in excess of
Twenty-Five Thousand Six Hundred and No/100 Dollars ($25,600.00) during the period beginning
October 1, 2021 through September 30, 2022. In no event shall services performed under this
Agreement be in excess of Thirteen Thousand Five Hundred and No/100 Dollars ($13,500.00) during
the possible one-year extension period beginning October 1, 2022 through September 30, 2023. In no
event shall the maximum contract amount, for the full contract term upon execution of this Agreement
through September 30, 2023, for all the services provided by the CONTRACTOR to COUNTY under
the terms and conditions of this Agreement be in excess of Forty Thousand Five Hundred and No/100
Dollars ($40,500.00) during the total term of this Agreement. It is understood that all expenses
incidental to CONTRACTOR'S performance of services under this Agreement shall be borne by
CONTRACTOR.
A. Payments by COUNTY shall be in arrears, for services provided during the preceding
month, within forty-five (45) days after receipt and verification of CONTRACTOR’s invoices by
COUNTY’s Department of Public Health. If CONTRACTOR should fail to comply with any provision of
- 3 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
this Agreement, COUNTY shall be relieved of its obligation for further compensation.
B.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.
C. 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.
CONTRACTOR shall submit monthly invoices, by the thirtieth (30th) day of each month for the
prior month’s expenditures, either electronically or via mail, to the County of Fresno, Department of
Public Health, Attention: Office of Health Policy and Wellness (OHPW) – NEOP Staff Analyst, P.O.
Box 11867, Fresno, CA 93775-1800. Invoices shall detail line items as specified in Revised Exhibit
A2, including original budget amount(s), current month’s expenses, year-to-date expenses, and budget
balances. In addition, invoices shall also include all relevant supporting documentation including but
not limited to copies of original statements, program expense receipts, payroll records and mileage
claims.
4.All references in the Original Agreement to “Exhibit A” shall be changed to state
“Revised Exhibit A2”.
5.Because this Agreement is effective retroactive to September 30, 2021, any services
that have been performed, prior to the execution of this Agreement are hereby approved and ratified
by the parties. Except as modified herein, the terms and conditions of the Original Agreement are
ratified and restated herein in full, and all remaining terms and conditions contained in the Original
Agreement, that are not modified herein, shall remain in full force and effect during the term of this
Agreement.
6.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
- 4 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
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 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 agree 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.
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
II
Do cu Sign Envelope ID : FEDB139D-A30D-4604-9B94-D0E94925F761
1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
2 year first hereinabove written.
3
4
5 CONTRACTOR
California State University Fresno
6 Foundation
7
8
9
10
11 Deborah Adishian-Astone , Executive Director
12
13
14
15
16
17
18
19
4910 N. Chestnut Avenue Fresno Ca 93726
Mailing Address
20 FOR ACCOUNTING USE ONLY:
21
22
23
24
25
26
27
28
ORG No.: 56201662
Account No .:7295
Fund/Subclass.: 0001 /1 0000
SMA
-5 -
COUNTY OF FRESNO
Steve ~an 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
A G R E E M E N T
THIS AGREEMENT is made and entered into this 12th day of January, 2021, by and between
the COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter referred to as
"COUNTY", and California State University, Fresno Foundation, a California non-profit corporation, whose
address is 4910 N. Chestnut Avenue, Fresno, California 93726, hereinafter referred to as
"CONTRACTOR".
W I T N E S S E T H:
WHEREAS, COUNTY, through its Department of Public Health (Department), is in need of a
qualified agency to provide Registered Dietician consultation services for its Nutrition Education and
Obesity Prevention (NEOP) grant program; and
WHEREAS, the COUNTY has issued Request for Quotation (RFQ) No. 20-055 (referred to herein
as COUNTY’s Revised RFQ), for the above stated consultation services, which are on file and incorporated
herein by this reference and made part of this agreement; and
WHEREAS, the COUNTY received no Proposals in response to the Revised RFQ; and
WHEREAS, CONTRACTOR, has the facilities, equipment and personnel skilled in the provision of
providing Registered Dietician consultation services; and
WHEREAS, CONTRACTOR is qualified and is willing to provide such services, pursuant to the
terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions herein
contained, the parties hereto agree as follows:
1.OBLIGATIONS OF THE CONTRACTOR
CONTRACTOR shall perform all services and fulfill all responsibilities identified in Exhibit
A, Registered Dietician Consultation Services Quotation, attached hereto and by this reference
incorporated herein.
2.TERM
The term of this Agreement shall commence on January 12, 2021 through and including
September 30, 2021. This Agreement may be extended for two (2) additional twelve (12) month periods
EXHIBIT A Page 1 of 39
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 Department of Public Health Director or his or her designee is authorized
to execute such written approval on behalf of COUNTY based on CONTRACTOR’S satisfactory
performance.
3.TERMINATION
A.Non-Allocation of Funds - The terms of this Agreement, and the services to be
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.
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.
4.COMPENSATION: COUNTY agrees to pay CONTRACTOR and CONTRACTOR agrees
to receive maximum compensation as identified in Exhibit A, Registered Dietician Consultation Services
Quotation, attached hereto and incorporated herein by this reference. In no event shall actual services
EXHIBIT A Page 2 of 39
performed under this Agreement for the period beginning January 12, 2021 through and including
September 30, 2021 be in excess of Thirteen Thousand Five Hundred Dollars and No/100 ($13,500). In
no event shall services performed under this Agreement for the first (1st) possible twelve (12) month
extension period beginning October 1, 2021 through and including September 30, 2022 be in excess of
Thirteen Thousand Five Hundred Dollars and No/100 ($13,500). In no event shall actual services
performed under this Agreement for the second (2nd) possible twelve (12) month extension period
beginning October 1, 2022 through and including September 30, 2023 be in excess of Thirteen
Thousand Five Hundred Dollars and No/100 ($13,500). The maximum obligation of COUNTY under this
agreement over the nine (9) month two (2) year term shall not be in excess of Forty Thousand Five
Hundred and No/100 Dollars ($40,500), in accordance with Exhibit A. It is understood that all expenses
incidental to CONTRACTOR'S performance of services under this Agreement shall be borne by
CONTRACTOR.
A.Payments by COUNTY shall be in arrears, for services provided during the preceding
month, within forty-five (45) days after receipt and verification of CONTRACTOR’s invoices by COUNTY’s
Department of Public Health. If CONTRACTOR should fail to comply with any provision of this Agreement,
COUNTY shall be relieved of its obligation for further compensation.
B.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.
C.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.
5.INVOICING: CONTRACTOR shall submit monthly invoices, by the thirtieth (30th) day of
each month for the prior month’s expenditures, to the County of Fresno, Department of Public Health,
Attention: Office of Health Policy and Wellness – NEOP Staff Analyst, P.O. Box 11867, Fresno, CA
93775-1800. Invoices shall detail line items as specified in Exhibit A, including original budget
amount(s), current month’s expenses, year-to-date expenses, and budget balances. In addition,
EXHIBIT A Page 3 of 39
invoices shall also include all relevant supporting documentation including but not limited to copies of
original statements, program expense receipts, payroll records and mileage claims.
6. FUNDING: Funding for these services is provided by United States Department of
Agriculture (USDA) Supplemental Nutrition Assistance Program-Education Guidance (SNAP-Ed) via the
California Department of Public Health Nutrition Education and Obesity Prevention Branch grant
agreement number 19-10323.
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
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:
A. 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.
B. Notwithstanding the above, changes to line items in the budget, attached hereto as
EXHIBIT A Page 4 of 39
Exhibit A, in an amount not to exceed ten percent (10%) of the total maximum compensation as identified
in Section Four (4) of this Agreement, may be made with the written approval of COUNTY’s Department of
Public Health Director or designee and CONTRACTOR. Budget line item changes shall not result in any
change to the maximum compensation amount payable to CONTRACTOR, as stated herein.
C. 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. COUNTY’s
Department of Public Health (DPH) Director or designee may modify the maximum compensation
depending on State and Federal funding availability, as stated in Section Four (4) 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, 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.
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
EXHIBIT A Page 5 of 39
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. This coverage
shall be issued on a per claim basis. Contractor agrees that it shall maintain, at its sole expense, in full force
and effect for a period of three 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.
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
EXHIBIT A Page 6 of 39
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, DPH, 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 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.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
EXHIBIT A Page 7 of 39
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 DPH 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 DPH Director or designee. In addition, COUNTY shall have the sole discretion in
the determination of fiscal review outcomes, decisions and actions.
13.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.
14.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. The 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.
15.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.
16.LOBBYING ACTIVITY: None of the funds provided under this Agreement shall be used
EXHIBIT A Page 8 of 39
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.
17.NON-DISCRIMINATION: During the performance of this Agreement, CONTRACTOR shall
not unlawfully discriminate against any employee or applicant for employment, or recipient of services,
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, military status or veteran status pursuant to all applicable State of California and Federal
statutes and regulation.
18.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 result of such audit. Such audit shall be delivered to
COUNTY’S DPH 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 CONTRACTOR.
B.A single audit report is not applicable if all CONTRACTOR’S Federal contracts do
not exceed the Seven Hundred Fifty Thousand Dollars ($750,000) requirement or CONTRACTOR’S
federal funding is through Drug Medi-Cal.
19.LICENSES/CERTIFICATIONS: CONTRACTOR shall throughout the term of this
Agreement maintain all necessary licenses, permits, approvals, certificates, waivers and exemptions
necessary for the provision of the services hereunder and required by the laws and regulations of the
EXHIBIT A Page 9 of 39
United States of America, State of California, Fresno County and any other applicable government
agencies. CONTRACTOR shall notify COUNTY immediately in writing of its inability to obtain or maintain
such licenses, permits, approvals, certificates, waivers and exemptions, irrespective of the pendency of any
appeal related thereto. In addition, CONTRACTOR shall comply with all other applicable laws, rules, or
regulations, as any may now exist or be hereafter changed.
20. COMPLIANCE WITH STATE REQUIREMENTS: CONTRACTOR recognizes that
COUNTY operates its NEOP program under an agreement with the State of California Department of
Public Health, and that under said agreement the State imposes certain requirements on the COUNTY and
its subcontractors. CONTRACTOR shall adhere to all State requirements, including those identified in
Exhibit B attached hereto and by this reference incorporated herein. It is understood that Exhibit B also
grants the COUNTY certain rights which are reserved to the State; such rights are fully described herein.
21. COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS: COUNTY and
CONTRACTOR, their officers, consultants, subcontractors, agents, and employees shall comply with all
applicable State, Federal, and local laws and regulations governing projects that utilize Federal Funds,
including those identified in Exhibit C, attached hereto and incorporated herein by reference.
22. PROHIBITION OF 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 (e.g., purchasing of tickets/tables, silent auction donations, media promotions) for
the purpose of self-promotion. Notwithstanding the above, publicity of the services described in Section
One (1) of this Agreement shall be allowed as necessary to raise public awareness about the availability of
such specific services when approved in advance in writing by COUNTY’s NEOP Project Director and the
California Department of Public Health. Such items include but are not limited to written/printed materials,
materials posted on the internet, or the use of media (e.g., radio, television, billboards, newspapers), and
any related expense. Documents prepared by CONTRACTOR using funding under this Agreement for
external release shall undergo appropriate review and approval prior to release. Review may take up to
thirty (30) business days. Materials, whether newly developed or reprinted, shall include an appropriate
acknowledgement/funding statement.
23. NOTICES: The persons and their addresses having authority to give and receive notices
EXHIBIT A Page 10 of 39
under this Agreement include the following:
COUNTY CONTRACTOR
COUNTY OF FRESNO CSUF FOUNDATION Director, Department of Public Health Executive Director P.O. Box 11867 4910 N. Chestnut Ave. Fresno, CA 93775 Fresno, CA 93726
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).
24.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.
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 the 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
EXHIBIT A Page 11 of 39
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 submitting it to the COUNTY prior to commencing with the self-dealing
transaction or immediately thereafter.
26.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.
27.ENTIRE AGREEMENT: This Agreement 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.
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
EXHIBIT A Page 12 of 39
DocuSign Envelope ID: FC213DE6•71BB-4850-BC76-75BB26AC119B
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
2 first here inabove written .
3
4
5
6
7
8
9
(Autho · 1~)-
James Marshall, Dean of Research and Graduate
10 Studies
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
~£..~ ~St~ (Auth~ Ml~) -····--------
Deborah Adishian-Astone, Executive Director
FOR ACCOUNTING USE ONLY:
Fund/Subclass : 0001/10000
ORG No .: 56201662
Account No .: 7295
SMA
-13-
Steve Brandau , ha irman of the Board of
SupeNisors of the County of Fresno
ATTEST:
Bernice E . Seidel
Clerk to the Board of Supervisors
County of Fresno , State of Californ ia
By:
Registered Dietician Consultation Services Quotation EXHIBIT A
Year 1 Extension I Extension II
Jan. 12, 2021 -
Sept. 30, 2021
Oct. 01, 2021 -
Sept. 30, 2022
Oct. 01, 2022 -
Sept. 30, 2023
Consultation Fee (face-to-face, virtual, telephone, e-mail) =
$ 100 per hour rate/# hours
*No charge for fringe benefits, operating expenses, equipment
expenses.
Observations:
•Perform 10 nutrition education, observations per
year, of NEOP staff conducting a NEOP
community activity in the field. Analysis summary
report required for all field observations.
Observation template will be provided.
$5,000 $5,000 $5,000
Activities/Meetings RD responsible for:
•NEOP Meetings – 10, one-hour meetings, per
year, provided to the community on nutrition
education; consultation with NEOP staff via
phone or email on nutrition education technical
questions as needed. Average meeting size
range varies from 5-15 attendees composed
primarily of community members, County NEOP
staff, and/or County NEOP subcontractor staff.
•Review of program updates related to
objectives/tasks set by the grant and provide
recommendations as needed and requested by
the County NEOP staff.
•Coordinate RD student internship placements with
the NEOP program to help with community
Policy, System, and Environmental projects, days
of action, and nutrition education.
$2,500
$500
$3,000
$2,500
$500
$3,000
$2,500
$500
$3,000
Trainings
•Conduct 10, one-hour, trainings, per year, to
discuss and plan future activities and events of
NEOP staff and NEOP subcontractors.
Audience comprised of NEOP staff and NEOP
subcontractor staff.
•Attend 2 to 5 virtual or in person obesity or
APHA, USDA or CDPH NEOP meetings or
trainings as appropriate to learn standard USDA
guidance and program standards to train and
inform NEOP staff and NEOP subcontractors.
$1,500
$500
$1,500
$500
$1,500
$500
Travel
The rate of reimbursement will be 57.5 cents maximum
per mile (ex. 25 miles x .575 = $14.38) based on the
approved state rate for the respective year
$500 $500 $500
Total $13,500 $13,500 $13,500
*Fringe benefits, operating expenses, and equipment expense charges are not allowable items to charge for.
EXHIBIT A Page 14 of 39
EXHIBIT B
STANDARD GRANT CONDITIONS
.county of Fresno
19-10323
Page 1 of8
1.APPROVAL: This Grant is of no force or effect until signed by both parties and approved by
the Department of General Services, if required. The Grantee may not commence
performance until such approval has been obtained
2.AMEND MENT: No amendment or variation of the terms of this Grant shall be valid unless
made in writing, signed by the parties, and approved as required. No oral understanding or
Agreement not incorporated in the Grant is binding on any of the parties. In no case shall
the Department materially alter the scope of the Project set forth in Exhibit A.
3.ASSIGNMENT: This Grant is not assignable by the Grantee, either in whole or in part,
without the written consent of the Grant Manager in the form of a written amendment to the
Grant.
4.AUDIT: Grantee agrees that the Department, the Bureau of State Audits, or their designated
representative shall have the right to review and to copy any records and supporting
documentation pertaining to this Grant. Grantee agrees to maintain such records for a
possible audit for a minimum of three (3) years after final payment or completion of the
project funded with this Grant, unless a longer period of records retention is stipulated.
Grantee agrees to allow the auditor(s) access to such reco.rds during normal business hours
and to allow interviews of any employees who might reasonably have information related to
such records. Further, Grantee agrees to include a similar right of the State to audit records
and interview staff in any subcontract related to the project.
5.CONFLICT OF INTEREST: Grantee certifies that it is in compliance with all applicable state
and/or federal conflict of interest laws.
6.INDEMNIFICATION: Grantee agrees to indemnify, defend and save harmless the State, its
officers, agents and employees from any and all claims and losses accr uing or resulting to
any and all contractors, subcontractors, suppliers, laborers, and any other person, firm or
corporation furnishing or supplying work services, materials, or supplies in connection with
the project, and from any and all claims and losses accruing or resulting to any person, firm
or corporation who may be injured or damaged by Grantee in the performance of any
activities related to the Project.
7.FISCAL MANAGEMENT SYSTEMS AND ACCOUNTING STANDARDS: Grantee agrees
that, at a minimum, its fiscal control and accounting procedures will be sufficient to permit
tracing of all grant funds to a level of expenditure adequate to establish that such funds have
not been used in violation of any applicable state or federal law, or the provisions of this
Grant. Grantee further agrees that it will maintain separate Project accounts in acc ordance
with generally acc epted accounting principles.
EXHIBIT A Page 15 of 39
County of Fresno
19-10323
Page 2 of 8
8.GOVERNING LAW: This Grant is governed by and shall be interpreted in accordance with
the laws of the State of California.
9.INCOME RESTRICTIONS: Grantee agrees that any refunds, rebates, credits, or other
amounts (including any interest thereon) accruing to or received by the Grantee under this
Grant shall be paid by the Grantee to the Department, to the extent that they are properly
allocable to costs for which the Grantee has been reimbursed by the Department under this
Grant.
10.INDEPENDENT CONTRACTOR: Grantee, and its agents and employees of Grantee, in the
performance of the Project, shall act in an independent capacity and not as officers,
employees or agents of the Department.
11.MEDIA EVENTS: Grantee shall notify the Department's Grant Manager in writing at least
twenty (20) working days before any public or media event publicizing the accomplishments
and/or results of the Project and provide the opportunity for attendance and participation by
Department's representatives.
12.NO THIRD-PARTY RIGHTS: The Department and Grantee do not intend to create any
rights or remedies for any third-party as a beneficiary of this Grant or the project.
13.NOTICE: Grantee shall promptly notify the Department's Grant Manager in writing of any
events, developments or changes that could affect the completion of the project or the budget
approved for this Grant.
14.PROFESSIONALS: Grantee agrees that only licensed professionals will be used to perform
services under this Grant where such services are called for.
15.RECORDS: Grantee certifies that it will maintain Project accounts in accordance with
generally accepted accounting principles. Grantee further certifies that it will comply with the
following conditions for a grant award as set forth in the Request for Applications (Exhibit D)
and the Grant Application (Exhibit A).
A.Establish an official file for the Project which shall adequately document all
significant actions relative to the Project;
B.Establish separate accounts which will adequately and accurately depict all
amounts received and expended on this Project, including all grant funds received
under this Grant;
C.Establish separate accounts which will adequately depict all income received which
is attributable to the Project, especially including any income attributable to grant
funds disbursed under this Grant;
D.Establish an accounting system which will adequately depict final total costs of the
Project, including both direct and indirect costs; and,
E.Establish such accounts and maintain such records as may be necessary for the
state to fulfill federal reporting requirements, includin g any and all reporting
requirements under federal tax statutes or regulations.
EXHIBIT A Page 16 of 39
County of Fresno
19-10323
Page 3 of8
16.RELATED LITIGATION: Under no circumstances may Grantee use funds from any
disbursement under this Grant to pay for costs associated with any litigation between the
Grantee and the Department.
17.RIGHTS IN DATA: Grantee and the Department agree that all data, plans, drawings,
specifications, reports, computer programs, operating manuals, notes, and other written or
graphic work submitted under Exhibit A in the performance of the Project funded by this Grant
shall be in the public domain. Grantee may disclose, disseminate and use in whole or in part,
any final form data and information received, collected, and developed under this Project,
subject to appropriate acknowledgment of credit to the Department for financial support.
Grantee shall not utilize the materials submitted to the Department (except data)'for any profit
making venture or sell or grant rights to a third-party who intends to do so. The Department
has the right to use submitted data for all governmental purposes.
18.VENUE: The Department and Grantee agree that any action arising out of this Grant shall be
filed and maintained in the Superior Court, California. Grantee waives any existing sovereign
immunity for the purposes of this Grant, if applicable.
19.STATE-FUNDED RESEARCH GRANTS:
A.Grantee shall provide for free public access to any publication of a department-funded
invention or department-funded technology. Grantee further agrees to all terms and
conditions required by the California Taxpayer Access to Publicly Funded Research Act
{Chapter 2.5 ( commencing with Section 13989) of Part 4.5 of Division 3 of Title 2 of the
Government Code).
B.As a condition of receiving the research grant, Grantee agrees to the following terms and
conditions which are set forth in Government Code section 13989.6 ("Section 13989.6"):
1)Grantee is responsible for ensuring that any publishing or copyright agreements
concerning submitted manuscripts fully comply with Section 13989.6.
2)Grantees shall report to the Department the final disposition of the research grant,
including, but not limited to, if it was published, when it was published, where it was
published, when the 12-month time period expires, and where the manuscript will be
available for open access.
3)For a manuscript that is accepted for publication in a peer-reviewed journal, the
Grantee shall ensure that an electronic version of the peer-reviewed manuscript is
available to the department and on an appropriate publicly accessible database
approved by the Department, including, but not limited to, the University of California's
eScholarship Repository at the California Digital Library, PubMed Central, or the
California Digital Open Source Library, to be made publicly available not later than 12
months after the official date of publication. Manuscripts submitted to the California
Digital Open Source Library shall be exempt from the requirements in subdivision (b)
of Section 66408 of the Education Code. Grantee shall make reasonable efforts to
comply with this requirement by ensuring that their manuscript is accessible on an
approved publicly accessible database, and notifying the Department that the
EXHIBIT A Page 17 of 39
County of Fresno
19-10323
manuscript is available on a department-approved database. If Grantee is unable to
ensure that their manuscript is accessible on an approved publicly accessible
database, Grantee may comply by providing the manuscript to the Department not
later than 12 months after the official date of publication.
4)For publications other than those described inparagraph B.3 above,, including
meeting abstracts, Grantee shall comply by providing the manuscript to the
Department not later than 12 months after the official date of publication.
5)Grantee is authorized to use grant money for publication costs, including fees charged
by a publisher for color and page charges, or fees for digital distribution.
EXHIBIT A Page 18 of 39
Additional Provisions
1.Additional Incorporated Documents
County of Fresno
19-10323
Page 5 of 8
A.The following documents and any subsequent updates are not attached, but are
incorporated herein and made a part hereof by this reference. CDPH will maintain on file, all
documents referenced herein and any subsequent updates, as required by program
directives. CDPH shall provide the Contractor with copies of said documents and any
periodic updates thereto, under separate cover.
1.Administrative Guidelines Manual:
https:llwww.cdph.ca.gov/Programs/CCDPHPIDCDIC/NEOPBICDPH%20Document%20
Library/AGM %20Final rev12 6 18.pdf
2.LHD Program Letters:
https:/lwww.cdph.ca.gov!Prog rams/CCDPHPIDCDICINEOPB/Pages/LHOProgramLetter
s.aspx
3.SNAP-Ed Plan Guidance and Templates:
https:l !snaped. fns. usda. gov/program-administration/guidance-and-templates
2.Cancellation I Termination
A.This Grant may be cancelled by CDPH without cause upon thirty (30) calendar days
advance written notice to the Grantee.
B.CDPH reserves the right to cancel or terminate this Grant immediately for cause. The
Grantee may submit a written request to terminate this Grant only if CDPH substantially fails
to perform its responsibilities as provided herein.
C.The term "for cause" shall mean that the Grantee fails to meet the terms, conditions, and/or
responsibilities of this agreement. Causes for termination include, but are not limited to the
following occurrences:
1)If the Grantee knowingly furnishes any statement, representation, warranty, or
certification in connection with the agreement, which representation is materially false,
deceptive, incorrect, or incomplete.
2)If the Grantee fails to perform any material requirement of this Grant or defaults in
performance of this agreement.
3)If the Grantee files for bankruptcy, or if CDPH determines that the Grantee becomes
financially incapable of completing this agreement.
D.Grant termination or cancellation shall be effective as of the date indicated in CDPH's
notification to the Grantee. The notice shall stipulate any final performance, invoicing or
payment requirements.
E.In the event of early termination or cancellation, the Grantee shall be entitled to
compensation for services performed satisfactorily under this agreement and expenses
EXHIBIT A Page 19 of 39
Additional Provisions
County of Fresno
19-10323
Page 6 of 8
incurred up to the date of cancellation and any non-cancelable obligations incurred in
support of this Grant.
F.In the event of termination, and at the request of CDPH, the Grantee shall furnish copies of
all proposals, specifications, designs, procedures, layouts, copy, and other materials related
to the services or deliverables provided under this Grant, whether finished or in progress on
the termination date.
G.The Grantee will not be entitled to reimbursement for any expenses incurred f or services
and deliverables pursuant to this agreement after the effective date of termination.
H.Upon receipt of notification of termination of this Grant, and except as otherwise specified by
CDPH, the Grantee shall:
1)Place no further order or subgrants for materials, services, or facilities.
2)Settle all outstanding liabilities and all claims arising out of such termination of orders
and subgrants.
3)Upon the effective date of termination of the Grant and the payment by CDPH of all
items properly changeable to CDPH hereunder, Grantee shall transfer, assign and make
available to CDPH all property and materials belonging to CDPH, all rights and claims to
any and all reservations, grants, and arrangements with owners of media/PR materials,
or others, and shall make available to CDPH all written information regarding CDPH's
media/PR materials, and no extra compensation is to be paid to Grantee for its services.
4)Take such action as may be necessary, or as CDPH may specify, to protect and
preserve any property related to this agreement which is in the possession of the
Grantee and in which CDPH has or may acquire an interest.
I.CDPH may, at its discretion, require the Grantee to cease performance of certain
components of the Scope of Work as designated by CDPH and complete performance of
other components prior to the termination dale of the Grant.
3.Avoidance of Conflicts of Interest by Grantee
A.CDPH intends to avoid any real or apparent conflict of interest on the part of the Grantee,
subgrants, or employees, officers and directors of the Grantee or subgrants. Thus, CDPH
reserves the right to determine, at its sole discretion, whether any information, assertion or
claim received from any source indicates the existence of a real or apparent conflict of
interest; and, if a conflict is found to exist, to require the Grantee to submit additional
information or a plan for resolving the conflict, subject to CDPH review and prior approval.
B.Conflicts of interest include, but are not limited to:
1)An instance where the Grantee or any of its subgrants, or any employee, officer, or
director of the Grantee or any subgrant or has an interest, financial or otherwise,
EXHIBIT A Page 20 of 39
Additional Provisions
County of Fresno
19-10323
Page 7 of 8
whereby the use or disclosure of information obtained while performing services under
the grant would allow for private or personal benefit or for any purpose that is contrary to
the goals and objectives of the grant.
2)An instance where the Grantee's or any subgrant's employees, officers, or directors use
.their positions for purposes that are, or give the appearance of being, motivated by a
desire for private gain for themselves or others, such as those with whom they have
family, business or other ties.
C.If CDPH is or becomes aware of a known or suspected conflict of interest, the Grantee will
be given an opportunity to submit additional information or to resolve the conflict. A Grantee
with a suspected conflict of interest will have five (5) working days from the date of
notification of the conflict by CDPH to provide complete information regarding the suspected
conflict. If a conflict of interest is determined to exist by CDPH and cannot be resolved to
the satisfaction of CDPH, the conflict will be grounds for terminating the grant. CDPH may,
at its discretion upon receipt of a written request from the Grantee, authorize.an extension of
the timeline indicated herein.
4.Dispute Resolution Process
A.A Grantee grievance exists whenever there is a dispute arising from CDPH's action in the
administration of an agreement. If there is a dispute or grievance between the Grantee and
CDPH, the Grantee must seek resolution using the procedure outlined below.
1)The Grantee should first informally discuss the problem with the CDPH Program Grant
Manager. If the problem cannot be resolved informally, the Grantee shall direct its
grievance together with any evidence, in writing, to the program Branch Chief. The
grievance shall state the issues in dispute, the legal authority or other basis for the
Grantee's position and the remedy sought. The Branch Chief shall render a decision
within ten (10) working days after receipt of the written grievance from the Grantee. The
Branch Chief shall respond in writing to the Grantee indicating the decision and reasons
therefore. If the Grantee disagrees with the Branch Chief's decision, the Grantee may
appeal to the second level.
2)· When appealing to the second level, the Grantee must prepare an appeal indicating the
reasons for disagreement with Branch Chief's decision. The Grantee shall include with
the appeal a copy of the Grantee's original statement of dispute along with any
supporting evidence and a copy of the Branch Chief's decision. The appeal shall be
addressed to the Deputy Director of the division in which the branch is organized within
ten (10) working days from receipt of the Branch Chief's decision. The Deputy Director
of the division in which the branch is organized or his/her designee shall meet with the
Grantee to review the issues raised. A written decision signed by the Deputy Director of
the division in which the branch is organized or his/her designee shall be directed to the
Grantee within twenty (20) working days of receipt of the Grantee's second level appeal.
B.If the Grantee wishes to appeal the decision of the Deputy Director of the division in which
the branch is organized or his/her designee, the Grantee shall follow the procedures set
EXHIBIT A Page 21 of 39
Additional Provisions
County of Fresno 19-10323
Page 8 of 8
forth in Division 25.1 (commencing with Section 38050) of the Health and Safety Code and
the regulations adopted thereunder. (Title 1, Division 2, Chapter 2, Article 3 ( commencing
with Section 1140) of the California Code of Regulations).
C.Disputes arising out of an audit, examination of an agreement or other action not covered by
subdivis ion (a) of Section 20204, of Chapter 2.1, Title 22, of the California Code of
Regulations, and for which no procedures for appeal are provided in statute, regulation or
the Agreement, shall be handled in accordance with the procedures identified in Sections
51016 through 51047, Title 22, California Code of Regulations.
D.Unless otherwise stipulated in writing by CDPH, all dispute, grievance and/or appeal
correspondence shall be di rected to the CDPH Grant Manager.
E.There are organizational differences within CDPH's funding programs and the management
levels identified in this dispute resolution provision may not apply in every contractual
situation. When a grievance is received and organizational differences exist, the Grantee
shall be notified in writing by the CDPH Grant Manager of the level, name, and/or title of the
appropriate management official that is responsible for issuing a decision at a given level.
EXHIBIT A Page 22 of 39
County of Fresno 19-10323
1 . Federal Funds
Exhibit C
Federal Terms and Conditions
(For Federally Funded Grant Agreements)
The use of headings or titles throughout this exhibit is for convenience only and shall not be used to interpret or to
govern the meaning of any specific term or condition.
This exhibit contains provisions that require strict adherence to various contracting laws and policies.
Index of Special Terms and Conditions
2.Federal Equal Employment Opportunity Requirements
3.Debar ment and Suspension Certification
4.Covenant Against Contingent Fees
5.Air or Water Pollution Requirements
6.Lobbying Restrictions and Disclosure Certification
7.Additional Restrictions
8.Human Subjects Use Requirments
9.Financial and Compliance Audit Requirements
10.Audit and Record Retention
11.Federal Requirements
CDPH (rev. 07/16) Page 1 of 11
EXHIBIT A Page 23 of 39
California Department of Public Health -Federal Terms and Conditions
Exhibit C
1. Federal Funds
(Applicable 'only to that portion of an agreement funded in part or whole with federal funds.)
a.It is mutually understood between the parties that this Grant may have been written before ascertaining the
availability of congressional appropriation of funds, for the mutual benefit of both pa,rties, in order to avoid
program and fiscal delays which would occur if the Grant were executed after that determination was made.
b.This Grant is valid and enforceable only if sufficient funds are made available to the State by the United
States Government for the fiscal years covered by the term of this Grant. In addition, this Grant is subject
to any additional restrictions, limitations, or conditions enacted by the Congress or any statute enacted by
the Congress which may affect the provisions, terms or funding of this Grant in any manner.
c.It is mutually agreed that if the Congress does not appropriate sufficient funds for the program, this Grant
shall be amended to reflect any reduction in funds.
d.CDPH has the option to invalidate or cancel the Grant with 30-days advance written notice or to amend the
Grant to reflect any reduction in funds.
2.Federal Equal Opportunity Requirements
(Applicable to all federally funded grants entered into by the California Department of Public Health (CDPH)
formerly known as California Department of Health Services (CDHS).)
a.The Grantee will not discriminate against any employee or applicant for employment because of race, color,
religion, sex, national origin, physical or mental handicap, disability, age or status as a disabled veteran or
veteran of the Vietnam era. The Grantee will take affirmative action to ensure that qualified applicants are
employed, and that employees are treated during employment, without regard to their race, color, religion,
sex, national origin, physical or mental handicap, disability, age or status as a disabled veteran or veteran
of the Vietnam era. Such action shall include, but not be limited to the foll owing: employment, upgrading,
demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms
of compensation; and career development opportunities and selection for training, including apprenticeship.
The Grantee agrees to post in conspicuous places, available to employees and applicants for employment,
notices to be provided by the Federal Government or CDPH, selling forth the provisions of the Equal
Opportunity clause, Section 503 of the Rehabilitation Act of 1973 and the affirmative action clause required
by the Vietnam Era Veterans' Readjustment Assistance Act of 1974 (38 U.S.C. 4212). Such notices shall
state the Grantee's obligation Linder the law to take affirmative action to employ and advance in employment
qualified applicants without discrimination based on their race, color, religion, sex, national origin physical
or mental handicap, disability, age or status as a disabled veteran or veteran of the Vietnam era and the
rights of applicants and employees.
b.The Grantee will, in all solicitations or advancements for employees placed by or on behalf of the Grantee,
state that all qualified applicants will receive consideration for employment without regard to race, color,
religion, sex, national origin physical or mental handicap, disability, age or status as a disabled veteran or
veteran of the Vietn am era.
c.The Grantee will send to each labor union or representative of workers with which it has a collective
bargaining agreement or other contract or understanding a notice, to be provided by the Federal
Government or the State, advising the labor union or workers' representative of the Grantee's commitments
under the provisions herein and shall post copies of the notice in conspicuous places available to
employees and applicants for employment.
d.The Grantee will comply with all provisions of and furnish all information and reports required by Section
503 of the Rehabilitat ion Act of 1973, as amended, the Vietnam Era Veterans' Readjustment Assistance
Act of 1974 (38 U.S.C. 4212) and of the Federal Executive Order No. 11246 as amended, including by
Executive Order 11375, 'Amending Executive Order 11246 Relating to Equal Employment Opportunity,'
and as supplemented by regulation at 41 CFR part 60, "Office of the Federal Contract Compliance
Programs, Equal Employment Opportunity, Department of Labor," and of the rules, regulations, and
relevant orders of the Secretary of Labor.
CDPH (rev. 07/16) Page 2 of 11
EXHIBIT A Page 24 of 39
California Department of Public Health - Federal Terms and Conditions
e.The Grantee will furnish all information and reports required by Federal Executive Order No. 11246 as
amended, including by Executive Order 11375, 'Amending Executive Order 11246 Relating to Equal
Employment Opportunity,' and as supplemented by regulation at 41 CFR part 60, "Office of the Federal
Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," and the
Rehabilitation Act of 1973, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant
thereto, and will permit access to its books, records, and accounts by the State and its designated
representatives and the Secretary of Labor for purposes of investigation to ascertain compliance with such
rules, regulations, and orders.
f.. In the event of the Grantee's noncompliance with the requirements of the provisions herein or with any
federal rules, regulations, or orders which are referenced herein, this Agreement may be cancelled,
terminated, or suspended in whole or in part and the Grantee may be declared ineligible for further federal
and state contracts in accordance with procedures authorized in Federal Executive Order No. 11246 as
amended and such other sanctions may be imposed and remedies invoked as provided in Federal
Executive Order No. 11246 as amended, including by Executive Order 11375, 'Amending Executive Order
11246 Relating to Equal Employment Opportunity,' and as supplemented by regulation at 41 CFR part 60,
"Office of the Federal Contract Compliance Programs, Equal Employment Opportunity, Department of
Labor," or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.
g.The Grantee will include the provisions of Paragraphs a through g in every subcontract or purchase order
unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Federal
Executive Order No. 11246 as amended, including by Executive Order 11375, 'Amending Executive Order
11246 Relating to Equal Employment Opportunity,' and as supplemented by regulation at 41 CFR part 60,
"Office of the Federal Contract Compliance Programs, Equal Employment Opportunity, Department of
Labor,'' or Section 503 of the Rehabilitation Act of 1973 or (38 U.S.C. 4212) of the Vietnam Era Veteran's
Readjustment Assistance Act, so that such provisions will be binding upon each subGrantee or vendor.
The Grantee will take such action with respect to any subcontract or purchase order as the Director of the
Office of Federal Contract Compliance Programs or CDPH may direct as a means of enforcing such
provisions including sanctions for noncompliance provided, however, that in the event the Grantee becomes
involved in, or is threatened with litigation by a subGrantee or vendor as a result of such direction by CDPH,
the Grantee may request in writing to CDPH, who, in turn, may request the United States to enter into such
litigation to protect the interests of the State and of the United States.
3.Debarment and Suspension Certification
a.By signing this Grant, the Grantee agrees to comply with applicable federal suspension and debarment
regulations including, but not limited to 7 CFR Part 3017, 45 CFR 76, 40 CFR 32 or 34 CFR 85.
b.By signing this Grant, the Grantee certifies to the best of its knowledge and belief, that it and its principals:
(1)Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily
excluded by any federal department or agency;
(2)Have not within a three-year period preceding this application/proposal/agreement been convicted of
or had a civil judgment rendered against them for commission of fraud or a criminal offense in
connection with obtaining, attempting to obtain, or performing a public (Federal, State or local)
transaction or contract under a public transaction; violation of Federal or State antitrust statutes or
commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false
statements, or receiving stolen property;
(3)Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity
(Federal, State or local) with commission of any of the offenses enumerated in Paragraph b(2) herein;
and
(4)Have not within a three-year period preceding this application/proposal/agreement had one or more
public transactions (Federal, State or local) terminated for cause or default.
(5)Shall not knowingly enter into any lower tier covered transaction with a person who is proposed for
debarment under federal regulations (i.e., 48 CFR part 9, subpart 9.4), debarred, suspended, declared
. ineligible, or voluntarily excluded from participation in such transaction, unless authorized by the State.
CDPH (rev. 07/16) Page3of11
EXHIBIT A Page 25 of 39
California Department of Public Health -Federal Terms and Conditions
(6)Will include a clause entitled, "Debarment and Suspension Certification" that essentially sets forth the
provisions herein, in all lower tier covered transactions and in all solicitat ions for lower tier covered
transactions.
c.If the Grantee is unable to certify to any of the statements in this certification, the Grantee shall submit an
explanation to the CDPH Program Contract Manager.
d.The terms and de finitions herein have the meanings set out in the Definitions and Coverage sections of the
rules implementing Federal Executive Order 12549.
e.If the Grantee knowingly violates this certification, in addition to other remedies available to the Federal
Government, the CDPH may terminate this Agreement for cause or default.
4.Covenant Against Contingent Fees
The Grantee warrants that no person or selling agency has been employed or retained to solicit/secure this
Grant upon an agreement of understanding for a commission, percentage, brokerage, or contingent fee, except
bona fide employees or bona fide established commercial or selling agencies retained by the Grantee for the
purpose of securing business. For breach or violation of this warranty, CDPH shall have the right to annul this
Grant without liability or in its discretion to deduct from the Grant price or consideration, or otherwise recover,
the full amount of such commission, percentage, and brokerage or contingent fee.
5.Air or Water Pollution Requirements
Any federally funded grant and/or subgrants in excess of $100,000 must comply with the following provisions
unless said grant is exempt under 40 CFR 15.5.
a.Government Grantees agree to comply with all applicable standards, orders, or requirements issued under
section 306 of the Clean Air Act [42 U.S.C. 1857(h)], section 508 of the Clean Water Act (33 U.S.C. 1368),
Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15).
b.Institutions of higher education, hospitals, nonprofit organizations and commercial businesses agree to
comply with all applicable standards, orders, or requirements issued under the Clean Air Act (42 U.S.C.
7401 et seq.), as amended, and the Federal Water Pollution Control Act (33 U.S.C. 1251 et seq.), as
amended.
6.Lobbying Restrictions and Disclosure Certification
(Applicable to federally funded grants in excess of $100,000 per Section 1352 of the 31, U.S.C.)
a.Certification and Disclosure Requirements
( 1)Each person ( or recipient) who requ ests or receives a grant, subgrant, which is subject to Section 1352
of the 31, U.S.C., and which exceeds $100,000 at any tier, shall file a certification (in the form set forth
in Attachment 1, consisting of one page, entitled "Certification Regarding Lobbyin g") that the recipient
has not made, and will not make, any payment prohibited by Paragraph b of this provision.
(2)Each recipi ent shall file a disclosure (in the form set forth in Attachment 2, entitled "Standard Form-LLL
'disclosure of Lobbying Activities"') if such recipient has made or has agreed to make any payment
using nonappropriated funds (to include profits from any covered federal action) in connection with a
grant or any extension or amendment of that grant, which would be prohibited under Paragraph b of
this provision if paid for with appropriated funds.
(3)Each recipient shall file a disclosure form at the end of each calendar quarter in which there occurs any
event that requires disclosure or that materially affect the accuracy of the information contained in any
disclosure form previously filed by such person under Paragraph a(2) herein. An event that materially
affects the accuracy of the information reported includes:
(a)A cumulative increase of $25,000 or more in the amount paid or expected to be paid for influencing
or attempting to influence a covered federal action;
CDPH (rev. 07116) Page 4 of 11
EXHIBIT A Page 26 of 39
California Department of Public Health -Federal Terms and Conditions
(b) A change in the person(s) or individuals(s) influencing or attempting to in fluence a covered federal
action; or
(c)A change in the officer(s), employee(s), or member(s) contacted for the purpose of influencing or
attem piing to influence a covered federal action.
(4)Each person (or recipient) who requests or receives from a person referred to in Paragraph a(1) of this
provision a grant or subgrant exceeding $100,000 at any tier under a grant shall file a certification, and
a disclosure form, if required, to the next tier above.
(5)All disclosure forms (but not certifications) shall be forwarded from tier to tier until received by the
person referred to in Paragraph a(1) of this provision. That person shall forward all disclosure forms to
CDPH Program Contract Manager.
b.Prohibition
Section 1352 of Title 31, U.S.C., pr ovides in part that no appropriated funds may be expended by the
recipient of a federal contract or agreement, grant, loan, or cooperative agreement to pay any person for
influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an
officer or employee of Congress, or an employee of a Member of Congress in connection with any of the
following covered federal actions: the awarding of any federal contract or agreement, the making of any
federal grant, the making of any federal loan, entering Into of any cooperative agreement, and the extension,
continuation, renewal, amendment, or modification of any federal contract or ag reement, grant, loan, or
cooperative agreement.
7.Additional Restrictions
Grantee shall comply with the restrictions under Division F, Title V, Section 503 of the Consolidated
Appropriations Act, 2012 (H.R. 2055), which provides that:
"SEC. 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, except in presentation to the executive branch of any State or
local government itsel f.
(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.
(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 or marketing, including but not
limited to the advocacy or promotion of gun control."
8.Human Subjects Use Requirements
(Applicable only to federally funded agreements in which performance, directly or through a
subcontract/subaward, includes any tests or examination of materials derived from the human body.)
CDPH (rev. 07116) Page5of11
EXHIBIT A Page 27 of 39
California Department of Public Health -Federal Terms and Conditions
By signing this Agreement, Contractor agrees that if any performance under this Agreement or any subcontract
or subagreement includes any tests or examination of materials derived from the human body for the purpose
of providing information, diagnosis, prevention, treatment or assessment of disease, impairment, or health of a
human being, all locations at which such examinations are performed shall meet the requirements of 42 U.S.C.
Section 263a (CLIA) and the regulations thereunder.
9.Financial and Compliance Audit Requirements
By signing this Agreement, the Contractor/Subcontrac tor agrees to abide by all requirements specified in 2
CFR 200, et seq., 2 CFR 400, et seq., and 45 CFR, 75, et seq., as applicable, including but not limited to
obtaining an annual audit, and any subsequent federal regulatory additions or revisions.
a.The definitions used in this provision are contained in Section 38040 of the Health and Safety Code, which
by this reference is made a part hereof.
b.Direct service contract means a contract or agreement for services contained in local assistance or
subvention programs or both (see Health and Safety [H&S] Code section 38020). Direct service contracts
shall not include contracts, agreements, grants, or subventions to other governmental agencies or units of
government nor contracts or agreements with regional centers or area agencies on aging (H&S Code
section 38030).
c.The Contractor, as indicated below, agrees to obtain one of the following audits:
(1)If the Contractor is a nonprofit organization (as defined in H&S Code section 38040) and receives
$25,000 or more from any State agency under a direct service contract or agreement; the Contractor
agrees to obtain an annual single, organization wide, financial and compliance ·audit. Said audit shall
be conducted according to Generally Accepted Auditing Standards. This audit does not fulfill the audit
requirements of Paragraph c(3) below. The audit shall be completed by the 15th day of the fifth month
following the end of the Contractor's fiscal year, and/or
(2)If the Contractor is a nonprofit organization (as defined in H&S Code section 38040) and receives less
than $25.000 per year from any State agency under a direct service contract or agreement, the
Contractor agrees to obtain a biennial single, organization wide financial and compliance audit, unless
there is evidence of fraud or other violation of state law in connection with this Agreement. This audit
does not fulfill the audit requirements of Paragraph c(3) below. The audit shall be completed by the
15th day of the fifth month following the end of the Contractor's fiscal year, and/or
(3)If the Contractor is a State or Local Government entity or Nonprofit organization (as defined in 2CFR
Part 200) and expends $750,000 or more in Federal awards, the Contractor agrees to obtain an annual
single, organization wide, financial and compliance audit according to the requirements specified in
2CFR Part 200. An audit conducted pursuant to this provision will fulfill the audit requirements outlined
in Paragraphs c(1) and c(2) above. The audit shall be completed by the end of the ninth month following
the end of the audit period. The requirements of this provision apply if:
(a)The Contractor is a recipient expending Federal awards received directly from Federal awarding
agencies, or
(b)The Contractor is a subrecipient expending Federal awards received from a pass-through entity
such as the State, County or community based organization.
(4)If the Contractor submits to CDPH a report of an audit other than a single audit, the Contractor must
also submit a certification indicating the Contractor has not expended $750,000 or more in federal funds
for the year covered by the audit report.
d.Two copies of the audit report shall be delivered to the CDPH program.funding this Agreement. The audit
report must identify ihe Contractor's legal name and the number assigned to this Agreement. The audit
report shall be due within 30 days after the completion of the audit. Upon receipt of said audit report, the
CDPH Program Contract Manager shall forward the audit report to CDPH's Audits and Investigations Unit
if the audit report was submitted under Section 16.c(3), unless the audit report is from a City, County, or
Special District within the State of California whereby the report will be retained by the funding program.
CDPH (rev. 07/16) Page6of11
EXHIBIT A Page 28 of 39
California Department of Public Health -Federal Terms and Conditions
e.The cost of the audits described herein may be included in the funding for this Agreement up to the
proportionate amount this Agreement represents of the Contractor's total revenue. The CDPH program
funding this Agreement must provide advance written approval of the specific amount allowed for said audit
expenses.
f.The State or its authorized designee, including the Bureau of State Audits, is responsible for conducting
agreement performance audits which are not financial and compliance audits. Performance audits are
defined by Generally Accepted Government Auditing Standards.
g.Nothing in this Agreement limits the State's responsibility or authority to enforce State law or regulations,
procedures, or reporting requirements arising thereto.
h.Nothing in this provision limits the authority of the State to make audits of this Agreement, provided however,
that if independent audits arranged for by the Contractor meet Generally Accepted Governmental Auditing
Standards, the State shall rely on those audits and any additional audit work and shall build upon the work
already done.
i.The State may, at its option, direct its own auditors to perform either of the audits described above. The
Contractor will be given advance written notification, if the State chooses to exercise its option to perform
said audits.
j.The Contractor shall include a clause in any agreement the Contractor enters into with the audit firm doing
the single organization wide audit to provide access by the State or Federal Government to the working
papers of the independent auditor who prepares the single organization wide audit for the Contractor.
k.Federal or state auditors shall have "expanded scope auditing" authority to conduct specific program audits
during the same period in which a single organization wide audit is being performed, bu t the audit report
has not been issued. The federal or state auditors shall review and have access to the current audit workbeing conducted and will not apply any testing or review procedures which have not been satisfied by
previous audit wor k that has been completed.
The term "expanded scope auditing" is applied and defined in the U.S. General Accounting Office (GAO)
issued Standards for Audit of Government Organizations, Programs, Activities and Functions, better known
as the "yellow book".
10.Audit and Record Retention
(Applicable to agreements in excess of $10,000.)
a.The Contractor shall maintain books, records, documents, and other evidence, accounting procedures and
practices, sufficient to properly reflect all direct and indirect costs of whatever nature claimed to have been
incurred in the performance of this Agreement, including any matching costs and expenses. The foregoing
constitutes "records" for the purpose of this provision.
b.The Contractor's facility or office or such part thereof as may be engaged in the performance of this
Agreement and his/her records shall be subject at all reasonable times to inspection, audit, and
reproduction.
c.Contractor agrees that CDPH, the Department of General Services, the Bureau of State Audits, or their
designated representatives including the Comptroller General of the United States shall have the right to
review and to copy any records and supporting documentation pertaining to the perfor mance of this
Agreement. Contractor agrees to allow the auditor(s) access to such records during normal business hours
and to allow interviews of any employees who might reasonably have information related to such records.
Further, the Contractor agrees to include a similar right of the State to audit records and interview staff in
any subcontract related to performance of this Agreement. (GC 8546. 7, CCR Title 2, Section 1896).
d.The Contractor shall preserve and make available his/her records (1) for a period of three years from the
date of final payment under this Agreement, and (2) for such longer period, if any, as is required by
applicable statute, by any other provision of this Agreement, or by subparagraphs ( 1) or (2) below.
CDPH (rev. 07/16) Page 7 of 11
EXHIBIT A Page 29 of 39
California Department of Public Health -Federal Terms and Conditions
(1)If this Agreement is completely or partially terminated, the records relating to the work terminated shall
be preserved and made available for a period of three years from the date of any resulting final
settlement.
(2)If any litigation, claim, negotiation, audit, or other action involving the records has been started before
the expiration of the three-year period, the records shall be retained until completion of the action and
resolution of all issues which arise from it, or until the end of the regular three-year period, whichever
is later.
e.The Contractor shall comply with the above requirements and be aware of the penalties for violations of
fraud and for obstruction of investigation as set forth in Public Contract Code§ 10115.10, if applicable.
f.The Contractor may, at its discretion, following receipt of final payment under this Agreement, reduce its
accounts, books and records related to this Agreement to microfilm, computer disk, CD ROM, or other data
storage medium. Upon request by an authorized representative to inspect, audit or obtain copies of said
records, the Contractor and/or Subcontractor must supply or make available applicable devices, hardware,
and/or software necessary to view, copy and/or print said records. Applicable devices may include, but are
not limited to, microfilm readers and microfilm printers, etc.
g.The Contractor shall, if applicable, comply with the Single Audit Act and the audit reporting requirements
set forth in Title 2 of the Code of Federal Regulations, Part 200 (2CFR Part 200).
11.Federal Requirements
Grantor agrees to comply with and shall require all subgranteers, if any, to comply with all applicable Federal
requirements including but not limited to the United States Code, the Code of Federal Regulations,.
the Funding Opportunity Announcement, the Notice of Award, the funding agreement, and any memoranda
or letter regarding the applicable Federal requirements.
CDPH (rev. 07/16) Page 8 of 11
EXHIBIT A Page 30 of 39
DocuS ign Envelope ID: FC213DE6-718B -4 850-BC76-75BB26AC119B
VQIIIVI I 110 UCfJCO ll ll'vl ll V I r UUII\J 1 tCQIU I -I c;uo, cu I 'vi ms and Conditions
STATE OF CALIFORNIA
CALIFORNIA DEPARTMENT OF PUBLIC HEAL TH
CERTIFICATION REGARDING LOBBYING
The undersigned certifies, to the best of his or her knowledge and belief, that:
Attachment 1
(1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to
any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress,
an officer or employee of Congress, or an employee of a Member of Congress in connection with the making,
awarding or entering Into of this Federal contract, Federal grant, or cooperative agreement, and the extension,
continuation, renewal, amendment, or modification of this Federal contract, grant, or cooperative agreement.
(2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for
Influencing or attempting to influence an officer or employee of any agency of the United States Government, a
Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection
w ith th is Federal contract, grant , or cooperative agreement, the undersigned shall complete and submit Standard
Form LLL, "Disclosure of Lobbying Activities" in accordance with its instructions.
(3) The undersigned shall require that the language of th is certification be included in the award documents
for all subawards at all tiers (including subGrantees, subgrants, and contracts under grants and cooperative
agreements) of $100,000 or more, and that all subrecipients shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed when this transaction was
made or entered into. Submission of this certification Is a prerequ isite for making or entering into this transaction
imposed by Section 1352, Title 31, U .S.C., any person who fails to file the required certification shalt be subject to
a civil penalty of not less than $10,000 and not more than $100,000 for each such failure .
Ca lllornla State University, Fresno FoundaUon
Name of Grantee
Contract I Grant Number
12/3/2020 12/7/2020
----···-------Date
After execution by or on behalf of Grantee, please return to :
Calif0rnia Department of Pub lic Health
Nutrition Education and Obesity Prevention Branch
P .O. Box 997377, MS 7204
Sacramento, CA 95899-7377
Attn : Kimmy Casjens, Grant Manager
James Marshall/ Deborah S. Acishian-Astone
-Plinted Name of Person Signing for Grantee
F2A274-40F30648A ..
Dean of Research and Graduate Studies f Executive Dire ctor Title --------
CDPH reserves the right to notifiy the Grantee in writing of an alternate submiss ion address.
CDPH (rev. 07/16) Page 9 of 11
California Department of Public Health -Federal Terms and Conditions
Attachment 2
CERTIFICATION REGARDING LOBBYING
Complete this form to disclose lobbying activities pursuant to 31 U.S.C. 1352
(See reverse for public burden disclosure)
Approved by 0MB
D348-0046
1.Type of Federal Action:2.Status of Federal Action:3.Report Type:
[ l a. contract [ l a. bid/offer/application [ l a.initial filingb.grant b.initial award b.material change
C. cooperative agreement c.post-award For Material Change Only:d.loan
e.IOan guaranteef.loan insurance
4.Name and Address of Reporting Entity:
DPlime D Subawardee
Tier _, if known:
Congressional District, If known:
6.Federal DepartmenVAgency
8.Federal Action-Number, If known:
1 O.a. Name and Address of Lobbying Registrant (If individual, last name, first name, Ml):
11.Information requested through this form Is authorized by titre 31 U.S.C.section 1352. This dlsclosure of lobbying acUvities is a materialrepresentation of fact upon which relfance was placed by the tier abovewhen this transaction was made or entered Jnto. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be availablefor public inspection. required disclosure shalt be subject to a not more than $100,000 for each such failure.
CDPH (rev. 07/16)
Year __ quar ter
date of last re art
5. If Re porting Entity In No. 4 is Subawardee, Enter Name
and Address of Prime:
Con ressional Dis trict, If known:
7.Federal Program Name/Description:
CDFA Number, If applicable:--.
9.Award Amount, if known:
$
b.Individuals Performing Services (including address if different from
10a.
(Las/ name, First name, Ml):
Signature:
Print Name:
Title:
Telephone No.: Date:
Authorized for Local Re producti on
Standard Form-LLL (Rev. 7-97)
Page 10 of 11
EXHIBIT A Page 32 of 39
California Department of Public Health -Federal Terms and Conditions
INSTRUCTIONS FOR COMPLETION OF SF-LLL, DISCLOSURE OF LOBBYING ACTIVITIES
This disclosure form shall be completed by the reporting entity, whether subawardee or prime Federal recipient, at the Initiation or receipt of a covered Federal action, or a
material change to a previous fllfng, pursuant to title 31 U.S.C. section 1352. The fllfng of a form is required for each payment or agreement to make payment to any lobbying
entity for Influencing or attempting to Influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member
of Congress In connection with a covered Federal action. Complete all Items that apply for both the lnltlal filing and material change i"eport. Refer to the implementing guidance
published by the Office of Management and Budget for addltronal Information.
1.Identify the type of covered Federal action for which lobbying activity Is and/or has been secured to influence the outcome of_ a covered Federal action.
2. Identify the status of the covered Federal action.
3.Identify the appropriate classification of this report. If this is a follow-up report caused by a material change to the Information previously reported, enter the year andquarter in which the change occurred. Enter the date of the last prevlously submitted report by this reporting entity for this covered Federal action.
4.Enter the full name, address, city, State and zip code of the reporting entity. Include Congressional District, If known. Check the appropri'ate classification of the
reporting entity that designates If It Is, or expects to be a prime or subaward recipient. Identify the tier of the subawardee, e.g., the first subawardee of the prime Isthe 1st tier. Subawards Include but are not limited to subcontracts, subgrants and contract awards under grants.
5.If the organization filing the rep ort In item 4 checks "Subawardee," then enter the full name, address, city, State and zip code of the prime Federal recipient. Include Congressional District, if known.
6.Enter the name of the Federal agency making the award or Joan commitment. Include at least one organizational level below agency name, if known. For example, Department of Transportation, United States Coast Guard.
7.Enter the Federal program name or description for the covered Federal action (Item 1). If known, enter the full Catalog of Federal Domestic Assistance (CFDA) number for grants, cooperative agreements, loans, and loan commitments.
8.Enter the most appropriate Federal Identifying number available for the Federal action Identified In item 1 (e.g., Request for Proposal (RFP) number; Invitation for
·Bid (IFB) number: grant announcement number: the contract, grant, or loan award number; the application/proposal control number assigned by the Federal agency). Include prefixes, e.g., MRFP-DE-90-001."
9. For a covered Federal action where there has been an award or loan commitment by the Federal agency, enter the Federal amount of the award/loan commitmentfor the prime entity identified In Item 4 or 5.
10. (a) Enter the full name, address, city, State and zip code of the lobbying registrant under the Lobbying Disclosure Act of 1995 engaged by the reporting entityIdentified in Item 4 to influence the covered Federal action.
(b) Enter the full names of the lndlvldual{s) performing services, and include full address if different from 10 {a). Enter Last Name, First Na"me, and Middle Initial(Ml).
11.The certifying official shall sign and date the form, print his/her name, title, and telephone number.
According to the Paperwork Reduction Act, as amended, no persons are required to respond to a collection of information unless it displays a valid
0MB Control Number. The valid 0MB control number for this information collection Is 0MB No. 0348-0046. Public reporting burden for this collection
of information is estimated to average 10 minutes per response, including time for reviewing instructions, searching existing data sources, gathering
and maintaining the data needed, and completing and reviewing the collection of Information. Send comments regarding the burden estimate or any
other aspect of this collection of information, including suggestions for reducing this burden, to the Office of Management and Budget, Papeiwork
Reduction Project (0348-0046), Washington, DC 20503.
CDPH (rev. 07/16) Page 11 of 11
EXHIBIT A Page 33 of 39
DocuSign Envelope ID: FC213DE6-71 BB-4850-BC76-75BB26AC119B
CCC 04/2017
CERTIFICATION
I, the official named below, CERTIFY UNDER PENALTY OF PERJURY that I am duly
authorized to legally bind the prospective Coptractor to the clause(s) listed below . This
certification is made under the laws of the State of California.
Contractor/Bidder Firm Name (Printed)
California State University, Fresno Foundation
By (Authorized Signature)
OocuSlgned by : OocuSlgned by:
(..,$ ~lwll
Prm1e~ffl1e 2!t.nd Title of Person Sigt!i'f!K F2A2?4-4DF 3o54 BA ...
James Marshall, Dean ofResearch and Graduate Studies
Deborah S. Adishian -Astone, Executive Director
Date Executed Executed in the County of
12/3/2020 12/7/2020 Fresno
CONTRACTOR CERTIFICATION CLAUSES
Federal ID Number
1. STATEMENT OF COMPLIANCE: Contractor has, unless exempted , complied with
the nondiscrimination program requirements. (Gov . Code§ 12990 (a-f) and CCR, Title 2,
Section 11102) (Not applicable to public entities.)
2. DRUG-FREE WORKPLACE REQUIREMENTS: Contractor will comply with the
requirements of the Drug-Free Workplace Act of 1990 and will provide a drug-free
workplace by taking the following actions:
a. Publish a statement notifying employees that unlawful manufacture, distribution,
dispensation, possession or use of a controlled substance is prohibited and specifying
actions to be taken against employees for violations.
b. Establish a Dmg-Free Awareness Program to infonn employees about:
1) the dangers of drug abuse in the workplace;
2) the person's or organization's policy of maintaining a drug-free workplace;
3) any available counseling, rehabilitation and employee assistance programs; and,
4) penalties that may be imposed upon employees for drug abuse violations . ·
c. Every employee who works on the proposed Agreement will:
1) receive a copy of the company's drug-free workplace policy statement; and,
2) agree to abide by the terms of the company's statement as a condition of employment
on the Agreement. ·
Failure to comply wi.th these requirements may result in suspension of payments under
the Agreement or termination of the Agreement or both and Contractor may be ineligible
for award of any future State agreements if the department determines that any of the
following has occurred: the Contractor has made false certification, or violated the
EXHIBIT A Page 35 of 39
EXHIBIT A Page 36 of 39
EXHIBIT A Page 37 of 39
Exhibit D
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 A Page 38 of 39
(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 A Page 39 of 39
REVISED EXHIBIT A2
Registered Dietician Consultation Services Quotation
Year 1 Year II Year III
Jan. 12, 2021 -
Sept. 30, 2021
Oct. 01, 2021 -
Sept. 30, 2022
Oct. 01, 2022 -
Sept. 30, 2023
Consultation Fee (face-to-face, virtual, telephone, e-mail) =
$ 100 per hour rate/# hours
*No charge for fringe benefits, operating expenses, equipment
expenses.
Observations:
•Perform 10 nutrition education, observations per
year, of NEOP staff conducting a NEOP
community activity in the field. Analysis summary
report required for all field observations.
Observation template will be provided.
$5,000 $5,000 $5,000
Activities/Meetings RD responsible for:
•NEOP Meetings – 10, one-hour meetings, per
year, provided to the community on nutrition
education; consultation with NEOP staff via
phone or email on nutrition education technical
questions as needed. Average meeting size
range varies from 5-15 attendees composed
primarily of community members, County NEOP
staff, and/or County NEOP subcontractor staff.
•Review of program updates related to
objectives/tasks set by the grant and provide
recommendations as needed and requested by
the County NEOP staff.
•Coordinate RD student internship placements with
the NEOP program to help with community
Policy, System, and Environmental projects, days
of action, and nutrition education.
$2,500
$500
$3,000
$2,500
$500
$3,000
$2,500
$500
$3,000
Trainings
•Conduct 10, one-hour, trainings, per year, to
discuss and plan future activities and events of
NEOP staff and NEOP subcontractors.
Audience comprised of NEOP staff and NEOP
subcontractor staff.
•Attend 2 to 5 virtual or in person obesity or
APHA, USDA or CDPH NEOP meetings or
trainings as appropriate to learn standard USDA
guidance and program standards to train and
inform NEOP staff and NEOP subcontractors.
$1,500
$500
$1,500
$500
$1,500
$500
Travel
The rate of reimbursement will be 57.5 cents maximum
per mile (ex. 25 miles x .575 = $14.38) based on the
approved state rate for the respective year
$500 $500 $500
Total $13,500
$1,400
$13,500
$25,600
$13,500
*Fringe benefits, operating expenses, and equipment expense charges are not allowable items to charge for.