HomeMy WebLinkAboutAgreement A-22-482 with United Way Fresno and Madera Counties.pdf Agreement No. 22-482
1 AGREEMENT
2
3 THIS AGREEMENT ("Agreement") is made and entered into this 25th day of October, 2022, by and
4 between the COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter referred to
5 as "COUNTY", and United Way Fresno and Madera Counties, a private, 501(c)(3) non-profit corporation,
6 whose address is 4949 E. Kings Canyon Rd., Fresno, CA 93727, hereinafter referred to as
7 "CONTRACTOR".
8 WITNESSETH:
9 WHEREAS, COUNTY, through its Department of Public Health (Department), is in need of a
10 contractor to provide community health support and promote health intervention activities for
11 implementation of Fresno County's Health Disparities Program and other Community Health Worker
12 (CHW) programs, which include identifying barriers to health of Fresno County residents through a network
13 of CHWs and improving health outcomes by connecting residents to services on the west side of Fresno
14 County regarding COVID-19 testing, vaccination, chronic conditions, communicable diseases, as well as
15 other social determinants of health; and
16 WHEREAS, CONTRACTOR, has the facilities, equipment, and personnel skilled in the provision to
17 facilitate such services; and
18 WHEREAS, CONTRACTOR, is qualified and willing to provide such services, pursuant to the terms
19 and conditions of this Agreement.
20 NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions herein
21 contained, the parties hereto agree as follows:
22 1. OBLIGATIONS OF THE CONTRACTOR
23 A. CONTRACTOR shall also perform all services and fulfill all responsibilities as set
24 forth in Exhibit A ("Scope of Work), attached hereto and by this reference incorporated herein.
25 B. CONTRACTOR shall abide by local and state pandemic guidelines in place at any
26 given time during the pandemic response and shall make every reasonable effort to follow safe and
27 appropriate public health protection measures to minimize risk of exposures.
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1 C. CONTRACTOR shall address the needs of residents through a variety of training,
2 outreach, and referral strategies.
3 2. OBLIGATIONS OF THE COUNTY
4 COUNTY shall work with and assist the CONTRACTOR with activities, strategies and
5 outcomes as set forth in Exhibit A, attached hereto and by this reference incorporated herein.
6 3. TERM
7 This Agreement shall commence upon execution and continue through and including May
8 31, 2024. This agreement may be extended for up to two (2) additional consecutive twelve (12) month
9 periods upon written approval of both parties no later than (30) days prior to the first day of the next twelve
10 (12) month extension period. The Director or his or her designee is authorized to execute such written
11 approval on behalf of COUNTY based on CONTRACTOR's satisfactory performance.
12 4. TERMINATION
13 A. Non-Allocation of Funds - The terms of this Agreement, and the services to be
14 provided hereunder, are contingent on the approval of funds by the appropriating government agency.
15 Should sufficient funds not be allocated, the services provided may be modified, or this Agreement
16 terminated, at any time by giving the CONTRACTOR thirty (30) days advance written notice.
17 B. Breach of Contract- The COUNTY may immediately suspend or terminate this
18 Agreement in whole or in part, where in the determination of the COUNTY there is:
19 1) An illegal or improper use of funds;
20 2) A failure to comply with any term of this Agreement;
21 3) A substantially incorrect or incomplete report submitted to the COUNTY;
22 4) Improperly performed service.
23 In no event shall any payment by the COUNTY constitute a waiver by the COUNTY of any breach
24 of this Agreement or any default which may then exist on the part of the CONTRACTOR. Neither shall such
25 payment impair or prejudice any remedy available to the COUNTY with respect to the breach or default.
26 The COUNTY shall have the right to demand of the CONTRACTOR the repayment to the COUNTY of any
27 funds disbursed to the CONTRACTOR under this Agreement, which in the judgment of the COUNTY were
28 not expended in accordance with the terms of this Agreement. The CONTRACTOR shall promptly refund
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1 any such funds upon demand.
2 C. Without Cause - Under circumstances other than those set forth above, this
3 Agreement may be terminated by COUNTY upon the giving of thirty (30) days advance written notice of an
4 intention to terminate to CONTRACTOR.
5 5. COMPENSATION/INVOICING: COUNTY agrees to pay CONTRACTOR and
6 CONTRACTOR agrees to receive compensation as identified in Exhibit B, attached hereto and
7 incorporated herein by this reference. CONTRACTOR shall submit monthly invoices to COUNTY, by the
8 15t" day of each month for the prior month's expenditures, e-mailed to the County of Fresno,
9 Department of Public Health, OHPW-Health Disparities Program, Attention: OHPW-Health Disparities
10 Program Staff Analyst at iDPHBOAP@fresnocountyca.gov or addressed to the County of Fresno,
11 Department of Public Health, OHPW-Health Disparities Program, P.O. Box 11867, Fresno, CA 93775,
12 Attention: OHPW-Health Disparities Program Staff Analyst.
13 Invoices shall include cover pages and detail line items as specified in Exhibit B, including
14 original budget amount(s), current month's expenses, year-to-date expenses, and budget balances. In
15 addition, invoices shall also include all relevant supporting documentation including but not limited to
16 copies of original statements, program expense receipts, payroll records, mileage claims and
17 documented administrative / overhead costs. No reimbursement for services shall be made until
18 invoices are received, reviewed and approved by COUNTY's Department of Public Health.
19 In no event shall services performed under this Agreement be in excess of Five Hundred Thirty-
20 Four Thousand, Two Hundred and Four Dollars and 16/100 ($534,204.16) during the full term of this
21 Agreement. It is understood that all expenses incidental to CONTRACTOR'S performance of services
22 under this Agreement shall be borne by CONTRACTOR. COUNTY shall not be obligated to make any
23 payments under this Agreement if the request for payment is received by the COUNTY more than forty-
24 five (45) days after the end of the Federal Fiscal Year.
25 6. FUNDING: Funding for these services is provided by the US Department of Health and Human
26 Services, Centers for Disease Control and Prevention, CDFA No. 93.391.
27 7. INDEPENDENT CONTRACTOR: In performance of the work, duties and obligations assumed
28 by CONTRACTOR under this Agreement, it is mutually understood and agreed that CONTRACTOR,
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1 including any and all of the CONTRACTOR'S officers, agents, and employees will at all times be acting and
2 performing as an independent contractor, and shall act in an independent capacity and not as an officer,
3 agent, servant, employee,joint venturer, partner, or associate of the COUNTY. Furthermore, COUNTY
4 shall have no right to control or supervise or direct the manner or method by which CONTRACTOR shall
5 perform its work and function. However, COUNTY shall retain the right to administer this Agreement so as
6 to verify that CONTRACTOR is performing its obligations in accordance with the terms and conditions
7 thereof.
8 CONTRACTOR and COUNTY shall comply with all applicable provisions of law and the rules and
9 regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof.
10 Because of its status as an independent contractor, CONTRACTOR shall have absolutely no right
11 to employment rights and benefits available to COUNTY employees. CONTRACTOR shall be solely liable
12 and responsible for providing to, or on behalf of, its employees all legally-required employee benefits. In
13 addition, CONTRACTOR shall be solely responsible and save COUNTY harmless from all matters relating
14 to payment of CONTRACTOR'S employees, including compliance with Social Security withholding and all
15 other regulations governing such matters. It is acknowledged that during the term of this Agreement,
16 CONTRACTOR may be providing services to others unrelated to the COUNTY or to this Agreement.
17 8. MODIFICATION: Any matters of this Agreement may be modified from time to time by the
18 written consent of all the parties without, in any way, affecting the remainder.
19 Notwithstanding the above, changes to object levels in the budget, attached hereto as Exhibit B,
20 that do not exceed ten percent (10%) of the maximum compensation payable to the CONTRACTOR, may
21 be made with written approval of COUNTY's Department of Public Health Director, or designee. Said
22 budget object level changes shall not result in any change to the maximum compensation amount payable
23 to CONTRACTOR, nor shall it reduce the delivery of services originally provided for under this Agreement,
24 as stated herein. The CONTRACTOR acknowledges that COUNTY employees have no authority to
25 modify this Agreement except as expressly provided in this Agreement.
26 9. NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this Agreement nor
27 their rights or duties under this Agreement without the prior written consent of the other party.
28 10. HOLD HARMLESS: CONTRACTOR agrees to indemnify, save, hold harmless, and at
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1 COUNTY'S request, defend the COUNTY, its officers, agents, and employees from any and all costs and
2 expenses (including attorney's fees and costs), damages, liabilities, claims, and losses occurring or
3 resulting to COUNTY in connection with the performance, or failure to perform, by CONTRACTOR, its
4 officers, agents, or employees under this Agreement, and from any and all costs and expenses (including
5 attorney's fees and costs), damages, liabilities, claims, and losses occurring or resulting to any person, firm,
6 or corporation who may be injured or damaged by the performance, or failure to perform, of
7 CONTRACTOR, its officers, agents, or employees under this Agreement.
8 The provisions of this Section 10 shall survive termination of this Agreement.
9 11. INSURANCE
10 Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any third
11 parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following insurance
12 policies or a program of self-insurance, including but not limited to, an insurance pooling arrangement or
13 Joint Powers Agreement (JPA)throughout the term of the Agreement:
14 A. Commercial General Liability
15 Commercial General Liability Insurance with limits of not less than Two Million Dollars
16 ($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00). This
17 policy shall be issued on a per occurrence basis. COUNTY may require specific coverages including
18 completed operations, products liability, contractual liability, Explosion-Collapse-Underground, fire legal
19 liability or any other liability insurance deemed necessary because of the nature of this contract.
20 B. Automobile Liability
21 Comprehensive Automobile Liability Insurance with limits of not less than One Million Dollars
22 ($1,000,000.00) per accident for bodily injury and for property damages. Coverage should include any auto
23 used in connection with this Agreement.
24 C. Worker's Compensation
25 A policy of Worker's Compensation insurance as may be required by the California Labor
26 Code. CONTRACTOR agrees that it shall maintain, at its sole expense, in full force and effect for a period
27 of three (3) years following the termination of this Agreement, one or more policies of professional liability
28 insurance with limits of coverage as specified herein.
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1 E. Molestation
2 Sexual abuse/molestation liability insurance with limits of not less than One Million Dollars
3 ($1,000,000.00) per occurrence, Two Million Dollars ($2,000,000.00) annual aggregate. This policy shall be
4 issued on a per occurrence basis.
5 F. Cyber liability
6 Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence or claim,
7 $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is
8 undertaken by CONTRACTOR in this Agreement and shall include, but not be limited to, claims involving
9 infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade
10 dress, invasion of privacy violations, information theft, damage to or destruction of electronic information,
11 release of private information, alteration of electronic information, extortion and network security. The policy
12 shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit
13 monitoring expenses with limits sufficient to respond to these obligations.
14 Definition of Cyber Risks. "Cyber Risks" include but are not limited to (i) Security Breaches,
15 which may include Disclosure of Personal Information to an Unauthorized Third Party; (ii) breach of any of
16 the Contractor's obligations under Section #of this Agreement; (iii) infringement of intellectual property,
17 including but not limited to infringement of copyright, trademark, and trade dress; (iv) invasion of privacy,
18 including release of private information; (v) information theft; (vi) damage to or destruction or alteration of
19 electronic information; (vii) extortion related to the Contractor's obligations under this Agreement regarding
20 electronic information, including Personal Information; (viii) network security; (ix) data breach response
21 costs, including Security Breach response costs; (x) regulatory fines and penalties related to the
22 Contractor's obligations under this Agreement regarding electronic information, including Personal
23 Information; and (xi) credit monitoring expenses.
24 Additional Requirements Relating to Insurance
25 CONTRACTOR shall obtain endorsements to the Commercial General Liability insurance naming
26 the County of Fresno, its officers, agents, and employees, individually and collectively, as additional
27 insured, but only insofar as the operations under this Agreement are concerned. Such coverage for
28 additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained
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1 by COUNTY, its officers, agents and employees shall be excess only and not contributing with insurance
2 provided under CONTRACTOR's policies herein. This insurance shall not be cancelled or changed without
3 a minimum of thirty (30) days advance written notice given to COUNTY.
4 CONTRACTOR hereby waives its right to recover from COUNTY, its officers, agents, and
5 employees any amounts paid by the policy of worker's compensation insurance required by this
6 Agreement. CONTRACTOR is solely responsible to obtain any endorsement to such policy that may be
7 necessary to accomplish such waiver of subrogation, but CONTRACTOR's waiver of subrogation under
8 this paragraph is effective whether or not CONTRACTOR obtains such an endorsement.
9 Within Thirty (30) days from the date CONTRACTOR signs and executes this Agreement,
10 CONTRACTOR shall provide certificates of insurance and endorsement as stated above for all of the
11 foregoing policies, as required herein, to the County of Fresno, Department of Public Health, P.O. Box
12 11867, Fresno, CA 93775, Attention: Contracts Section —6t" Floor, stating that such insurance coverage
13 have been obtained and are in full force; that the County of Fresno, its officers, agents and employees will
14 not be responsible for any premiums on the policies; that for such worker's compensation insurance the
15 CONTRACTOR has waived its right to recover from the COUNTY, its officers, agents, and employees any
16 amounts paid under the insurance policy and that waiver does not invalidate the insurance policy; that such
17 Commercial General Liability insurance names the County of Fresno, its officers, agents and employees,
18 individually and collectively, as additional insured, but only insofar as the operations under this Agreement
19 are concerned; that such coverage for additional insured shall apply as primary insurance and any other
20 insurance, or self-insurance, maintained by COUNTY, its officers, agents and employees, shall be excess
21 only and not contributing with insurance provided under CONTRACTOR's policies herein; and that this
22 insurance shall not be cancelled or changed without a minimum of thirty (30) days advance, written notice
23 given to COUNTY.
24 In the event CONTRACTOR fails to keep in effect at all times insurance coverage as herein
25 provided, the COUNTY may, in addition to other remedies it may have, suspend or terminate this
26 Agreement upon the occurrence of such event.
27 All policies shall be issued by admitted insurers licensed to do business in the State of California,
28 and such insurance shall be purchased from companies possessing a current A.M. Best, Inc. rating of A
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1 FSC VI or better.
2 12. NON-DISCRIMINATION: During the performance of this Agreement, CONTRACTOR shall not
3 unlawfully discriminate against any employee or applicant for employment, or recipient of services, because
4 of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical
5 condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual
6 orientation, military status or veteran status pursuant to all applicable State of California and Federal
7 statutes and regulations.
8 13. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND
9 VOLUNTARY EXCLUSION-LOWER TIER COVERED TRANSACTIONS:
10 A. COUNTY and CONTRACTOR recognize that CONTRACTOR is a recipient of
11 Federal funds under the terms of this Agreement. By signing this Agreement, CONTRACTOR agrees to
12 comply with applicable Federal suspension and debarment regulations, including but not limited to: 7
13 CFR 3016.35, 29 CFR 97.35, 45 CFR 92.35, and Executive Order 12549. By signing this Agreement,
14 CONTRACTOR attests to the best of its knowledge and belief, that it and its principals:
15 1. Are not presently debarred, suspended, proposed for debarment, declared
16 ineligible, or voluntarily excluded by any Federal department or agency; and
17 2. Shall not knowingly enter into any covered transaction with an entity or person
18 who is proposed for debarment under Federal regulations, debarred,
19 suspended, declared ineligible, or voluntarily excluded from participation in such
20 transaction.
21 B. CONTRACTOR shall provide immediate written notice to COUNTY if at any time
22 during the term of this Agreement CONTRACTOR learns that the representations it makes above were
23 erroneous when made or have become erroneous by reason of changed circumstances.
24 C. CONTRACTOR shall include a clause titled "Certification Regarding Debarment,
25 Suspension, Ineligibility, and Voluntary Exclusion- Lower Tier Covered Transactions" and similar in
26 nature to this paragraph in all lower tier covered transactions and in all solicitations for lower tier covered
27 transactions.
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1 D. CONTRACTOR shall, prior to soliciting or purchasing goods and services in
2 excess of$25,000 funded by this Agreement, review and retain the proposed vendor's suspension and
3 debarment status at https://sam.gov/SAM/
4 14. PROPERTY OF COUNTY: CONTRACTOR agrees to take reasonable and prudent steps
5 to ensure the security of any and all said hardware and software provided to it by COUNTY under this
6 Agreement, to maintain replacement-value insurance coverages on said hardware and software of like
7 kind and quality approved by COUNTY.
8 15. PROHIBITION ON PUBLICITY: None of the funds, materials, property or services
9 provided directly or indirectly under this Agreement shall be used for CONTRACTOR's advertising,
10 fundraising, or publicity (i.e., purchasing of tickets/tables, silent auction donations, etc.) for the purpose
11 of self-promotion. Notwithstanding the above, publicity of the services described in Paragraph One (1) of
12 this Agreement shall be allowed as necessary to raise public awareness about the availability of such
13 specific services when approved in advance by the Director or designee for such items as
14 written/printed materials, the use of media (i.e., radio, television, newspapers) and any other related
15 expense(s).
16 16. CONFLICT OF INTEREST: No officer, employee or agent of the COUNTY who exercises
17 any function or responsibility for planning and carrying out of the services provided under this
18 Agreement shall have any direct or indirect personal financial interest in this Agreement. In addition, no
19 employee of the COUNTY shall be employed by the CONTRACTOR under this Agreement to fulfill any
20 contractual obligations with the COUNTY. CONTRACTOR shall comply with all Federal, State of
21 California and local conflict of interest laws, statutes and regulations, which shall be applicable to all
22 parties and beneficiaries under this Agreement and any officer, employee or agent of the COUNTY.
23 17. CHANGE OF LEADERSHIP/MANAGEMENT: In the event of any change in the status of
24 CONTRACTOR's leadership or management, CONTRACTOR shall provide written notice to COUNTY
25 within thirty (30) days from the date of change. Such notification shall include any new leader or
26 manager's name, address and qualifications. "Leadership or management" shall include any employee,
27 member, or owner of CONTRACTOR who either a) directs individuals providing services pursuant to
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1 this Agreement, b) exercises control over the manner in which services are provided, or c) has authority
2 over CONTRACTOR's finances.
3 18. LOBBYING ACTIVITY: None of the funds provided under this Agreement shall be used for
4 publicity, lobbying or propaganda purposes designed to support or defeat legislation pending in the
5 Congress of the United States of America or the Legislature of the State of California.
6 19. STATE ENERGY CONSERVATION: CONTRACTOR must comply with the mandatory
7 standard and policies relating to energy efficiency, which are contained in the State Energy
8 Conservation Plan issued in compliance with 42 United States (US) Code sections 6321, et. seq.
9 20. CLEAN AIR AND WATER: In the event the funding under this Agreement exceeds One
10 Hundred Fifty Thousand and No/100 Dollars ($150,000), CONTRACTOR shall comply with all
11 applicable standards, orders or requirements issued under the Clean Air Act contained in 42 U.S. Code
12 7601 et seq; the Clean Water Act contained in U.S. Code 1368 et seq.; and any standards, laws and
13 regulations, promulgated thereunder. Under these laws and regulations, CONTRACTOR shall assure:
14 A. No facility shall be utilized in the performance of the Agreement that has been
15 listed on the Environmental Protection Agency (EPA) list of Violating Facilities;
16 B. COUNTY shall be notified prior to execution of this Agreement of the receipt of
17 any communication from the Director, Office of Federal Activities, U.S. EPA indicating that a facility to be
18 utilized in the performance of this Agreement is under consideration to be listed on the EPA list of
19 Violating Facilities;
20 C. COUNTY and U.S. EPA shall be notified about any known violation of the
21 above laws and regulations; and,
22 D. This assurance shall be included in every nonexempt subgrant, contract, or
23 subcontract.
24 21. AUDITS AND INSPECTIONS: The CONTRACTOR shall at any time during business hours,
25 and as often as the COUNTY may deem necessary, make available to the COUNTY for examination all of
26 its records and data with respect to the matters covered by this Agreement. The CONTRACTOR shall,
27 upon request by the COUNTY, permit the COUNTY to audit and inspect all of such records and data
28 necessary to ensure CONTRACTOR'S compliance with the terms of this Agreement.
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1 If this Agreement exceeds ten thousand dollars ($10,000.00), CONTRACTOR shall be subject to
2 the examination and audit of the Auditor General for a period of three (3) years after final payment under
3 contract (Government Code Section 8546.7).
4 In addition, CONTRACTOR shall cooperate and participate with COUNTY'S fiscal review
5 process and comply with all final determinations rendered by the COUNTY'S fiscal review process. If
6 COUNTY reaches an adverse decision regarding CONTRACTOR's services to consumers, it may result
7 in the disallowance of payment for services rendered; or in additional controls to the delivery of services,
8 or in the termination of this Agreement, at the discretion of COUNTY'S DPH Director or designee. If as a
9 result of COUNTY'S fiscal review process a disallowance is discovered due to CONTRACTOR's
10 deficiency, CONTRACTOR shall be financially liable for the amount previously paid by COUNTY to
11 CONTRACTOR and this disallowance will be adjusted from CONTRACTOR's future payments, at the
12 discretion of COUNTY'S DPH Director or designee. In addition, COUNTY shall have the sole discretion
13 in the determination of fiscal review outcomes, decisions and actions.
14 22. SINGLE AUDIT CLAUSE:
15 A. If CONTRACTOR expends Seven Hundred Fifty Thousand Dollars ($750,000) or
16 more Federal and Federal flow-through monies, CONTRACTOR agrees to conduct an annual audit in
17 accordance with the requirements of the Single Audit Standards as set forth in Office of Management
18 and Budget (OMB) Title 2 of the Code of Federal Regulations, Chapter II, Part 200. CONTRACTOR
19 shall submit said audit and management letter to COUNTY. The audit must include a statement of
20 findings or a statement that there were no findings. If there were negative findings, CONTRACTOR
21 must include a corrective action plan signed by an authorized individual. CONTRACTOR agrees to take
22 action to correct any material non-compliance or weakness found as a result of such audit. Such audit
23 shall be delivered to COUNTY'S DPH Administration for review within nine (9) months of the end of any
24 fiscal year in which funds were expended and/or received for the program. Failure to perform the
25 requisite audit functions as required by this Agreement may result in COUNTY performing the necessary
26 audit tasks, or at the COUNTY'S option, contracting with a public accountant to perform said audit, or,
27 may result in the inability of COUNTY to enter into future agreements with the CONTRACTOR.
28 B. A single audit report is not applicable if all CONTRACTOR'S Federal contracts do
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1 not exceed the Seven Hundred Fifty Thousand Dollars ($750,000) requirement or CONTRACTOR'S
2 federal funding is through Drug Medi-Cal.
3 23. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT:
4 A. The parties to this Agreement shall be in strict conformance with all applicable
5 Federal and State of California laws and regulations, including but not limited to Sections 5328, 10850,
6 and 14100.2 et seq. of the Welfare and Institutions Code, Sections 2.1 and 431.300 et seq. of Title 42,
7 Code of Federal Regulations (CFR), Section 56 et seq. of the California Civil Code and the Health
8 Insurance Portability and Accountability Act (HIPAA), including but not limited to Section 1320 D et seq. of
9 Title 42, United States Code (USC) and its implementing regulations, including, but not limited to Title 45,
10 CFR, Sections 160, 162, and 164, The Health Information Technology for Economic and Clinical Health
11 Act(HITECH) regarding the confidentiality and security of patient information, and the Genetic Information
12 Nondiscrimination Act (GINA) of 2008 regarding the confidentiality of genetic information.
13 Except as otherwise provided in this Agreement, CONTRACTOR, as a Business
14 Associate of COUNTY, may use or disclose Protected Health Information (PHI) to perform functions,
15 activities or services for or on behalf of COUNTY, as specified in this Agreement, provided that such use
16 or disclosure shall not violate the Health Insurance Portability and Accountability Act (HIPAA), USC 1320d
17 et seq. The uses and disclosures of PHI may not be more expansive than those applicable to COUNTY,
18 as the "Covered Entity" under the HIPAA Privacy Rule (45 CFR 164.500 et seq.), except as authorized for
19 management, administrative or legal responsibilities of the Business Associate.
20 B. CONTRACTOR, including its subcontractors and employees, shall protect, from
21 unauthorized access, use, or disclosure of names and other identifying information, including genetic
22 information, concerning persons receiving services pursuant to this Agreement, except where permitted in
23 order to carry out data aggregation purposes for health care operations [45 CFR Sections 164.504
24 (e)(2)(i), 164.504 (3)(2)(ii)(A), and 164.504 (e)(4)(i)] This pertains to any and all persons receiving services
25 pursuant to a COUNTY funded program. This requirement applies to electronic PHI. CONTRACTOR
26 shall not use such identifying information or genetic information for any purpose other than carrying out
27 CONTRACTOR'S obligations under this Agreement.
28 C. CONTRACTOR, including its subcontractors and employees, shall not disclose any
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1 such identifying information or genetic information to any person or entity, except as otherwise specifically
2 permitted by this Agreement, authorized by Subpart E of 45 CFR Part 164 or other law, required by the
3 Secretary, or authorized by the client/patient in writing. In using or disclosing PHI that is permitted by this
4 Agreement or authorized by law, CONTRACTOR shall make reasonable efforts to limit PHI to the
5 minimum necessary to accomplish intended purpose of use, disclosure or request.
6 D. For purposes of the above sections, identifying information shall include, but not be
7 limited to name, identifying number, symbol, or other identifying particular assigned to the individual, such
8 as finger or voice print, or photograph.
9 E. For purposes of the above sections, genetic information shall include genetic tests of
10 family members of an individual or individual, manifestation of disease or disorder of family members of an
11 individual, or any request for or receipt of, genetic services by individual or family members. Family
12 member means a dependent or any person who is first, second, third, or fourth degree relative.
13 F. CONTRACTOR shall provide access, at the request of COUNTY, and in the time
14 and manner designated by COUNTY, to PHI in a designated record set (as defined in 45 CFR Section
15 164.501), to an individual or to COUNTY in order to meet the requirements of 45 CFR Section 164.524
16 regarding access by individuals to their PHI. With respect to individual requests, access shall be
17 provided within thirty (30) days from request. Access may be extended if CONTRACTOR cannot
18 provide access and provides individual with the reasons for the delay and the date when access may
19 be granted. PHI shall be provided in the form and format requested by the individual or COUNTY.
20 CONTRACTOR shall make any amendment(s) to PHI in a designated record set
21 at the request of COUNTY or individual, and in the time and manner designated by COUNTY in
22 accordance with 45 CFR Section 164.526.
23 CONTRACTOR shall provide to COUNTY or to an individual, in a time and
24 manner designated by COUNTY, information collected in accordance with 45 CFR Section 164.528, to
25 permit COUNTY to respond to a request by the individual for an accounting of disclosures of PHI in
26 accordance with 45 CFR Section 164.528.
27 G. CONTRACTOR shall report to COUNTY, in writing, any knowledge or reasonable
28 belief that there has been unauthorized access, viewing, use, disclosure, security incident, or breach of
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1 unsecured PHI not permitted by this Agreement of which it becomes aware, immediately and without
2 reasonable delay and in no case later than two (2) business days of discovery. Immediate notification
3 shall be made to COUNTY's Information Security Officer and Privacy Officer and COUNTY's DPH HIPAA
4 Representative, within two (2) business days of discovery. The notification shall include, to the extent
5 possible, the identification of each individual whose unsecured PHI has been, or is reasonably believed to
6 have been, accessed, acquired, used, disclosed, or breached. CONTRACTOR shall take prompt
7 corrective action to cure any deficiencies and any action pertaining to such unauthorized disclosure
8 required by applicable Federal and State Laws and regulations. CONTRACTOR shall investigate such
9 breach and is responsible for all notifications required by law and regulation or deemed necessary by
10 COUNTY and shall provide a written report of the investigation and reporting required to COUNTY's
11 Information Security Officer and Privacy Officer and COUNTY's DPH HIPAA Representative. This written
12 investigation and description of any reporting necessary shall be postmarked within the thirty (30) working
13 days of the discovery of the breach to the addresses below:
14 County of Fresno County of Fresno County of Fresno
Dept. of Public Health Dept. of Public Health Information Technology Services
15 HIPAA Representative Privacy Officer Information Security Officer
16 (559) 600-6439 (559) 600-6405 (559) 600-5800
P.O. Box 11867 P.O. Box 11867 333 W. Pontiac Way
17 Fresno, CA 93775 Fresno, CA 93775 Clovis, CA 93612
18
H. CONTRACTOR shall make their internal practices, books, and records relating to
19
the use and disclosure of PHI received from COUNTY, or created or received by the CONTRACTOR on
20
behalf of COUNTY, in compliance with HIPAA's Privacy Rule, including, but not limited to the
21 requirements set forth in Title 45, CFR, Sections 160 and 164. CONTRACTOR shall make its internal
22
practices, books, and records relating to the use and disclosure of PHI received from COUNTY, or created
23
or received by the CONTRACTOR on behalf of COUNTY, available to the United States Department of
24
Health and Human Services (Secretary) upon demand.
25
CONTRACTOR shall cooperate with the compliance and investigation reviews
26 conducted by the Secretary. PHI access to the Secretary must be provided during the CONTRACTOR'S
27
normal business hours, however, upon exigent circumstances access at any time must be granted. Upon
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1 the Secretary's compliance or investigation review, if PHI is unavailable to CONTRACTOR and in
2 possession of a Subcontractor, it must certify efforts to obtain the information to the Secretary.
3 I. Safeguards
4 CONTRACTOR shall implement administrative, physical, and technical safeguards
5 as required by the HIPAA Security Rule, Subpart C of 45 CFR 164, that reasonably and appropriately
6 protect the confidentiality, integrity, and availability of PHI, including electronic PHI, that it creates,
7 receives, maintains, or transmits on behalf of COUNTY and to prevent unauthorized access, viewing, use,
8 disclosure, or breach of PHI other than as provided for by this Agreement. CONTRACTOR shall conduct
9 an accurate and thorough assessment of the potential risks and vulnerabilities to the confidential, integrity
10 and availability of electronic PHI. CONTRACTOR shall develop and maintain a written information privacy
11 and security program that includes administrative, technical, and physical safeguards appropriate to the
12 size and complexity of CONTRACTOR'S operations and the nature and scope of its activities. Upon
13 COUNTY's request, CONTRACTOR shall provide COUNTY with information concerning such safeguards.
14 CONTRACTOR shall implement strong access controls and other security
15 safeguards and precautions in order to restrict logical and physical access to confidential, personal (e.g.,
16 PHI) or sensitive data to authorized users only. Said safeguards and precautions shall include the
17 following administrative and technical password controls for all systems used to process or store
18 confidential, personal, or sensitive data:
19 1. Passwords must not be:
20 a. Shared or written down where they are accessible or recognizable
21 by anyone else; such as taped to computer screens, stored under keyboards, or visible in a work area;
22 b. A dictionary word; or
23 C. Stored in clear text
24 2. Passwords must be:
25 a. Eight (8) characters or more in length;
26 b. Changed every ninety (90) days;
27 C. Changed immediately if revealed or compromised; and
28 d. Composed of characters from at least three (3) of the following four
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1 (4) groups from the standard keyboard:
2 1) Upper case letters (A-Z);
3 2) Lowercase letters (a-z);
4 3) Arabic numerals (0 through 9); and
5 4) Non-alphanumeric characters (punctuation symbols).
6 CONTRACTOR shall implement the following security controls on each
7 workstation or portable computing device (e.g., laptop computer) containing confidential,
8 personal, or sensitive data:
9 1. Network-based firewall and/or personal firewall;
10 2. Continuously updated anti-virus software; and
11 3. Patch management process including installation of all operating
12 system/software vendor security patches.
13 CONTRACTOR shall utilize a commercial encryption solution that has received
14 FIPS 140-2 validation to encrypt all confidential, personal, or sensitive data stored on portable
15 electronic media (including, but not limited to, compact disks and thumb drives) and on portable
16 computing devices (including, but not limited to, laptop and notebook computers).
17 CONTRACTOR shall not transmit confidential, personal, or sensitive data via e-
18 mail or other internet transport protocol unless the data is encrypted by a solution that has been
19 validated by the National Institute of Standards and Technology (NIST) as conforming to the Advanced
20 Encryption Standard (AES) Algorithm. CONTRACTOR must apply appropriate sanctions against its
21 employees who fail to comply with these safeguards. CONTRACTOR must adopt procedures for
22 terminating access to PHI when employment of employee ends.
23 J. Mitigation of Harmful Effects
24 CONTRACTOR shall mitigate, to the extent practicable, any harmful effect that is
25 suspected or known to CONTRACTOR of an unauthorized access, viewing, use, disclosure, or breach
26 of PHI by CONTRACTOR or its subcontractors in violation of the requirements of these provisions.
27 CONTRACTOR must document suspected or known harmful effects and the outcome.
28
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1 K. CONTRACTOR'S Subcontractors
2 CONTRACTOR shall ensure that any of their contractors, including
3 subcontractors, if applicable, to whom CONTRACTOR provide PHI received from or created or
4 received by CONTRACTOR on behalf of COUNTY, agree to the same restrictions, safeguards, and
5 conditions that apply to CONTRACTOR with respect to such PHI and to incorporate, when applicable,
6 the relevant provisions of these provisions into each subcontract or sub-award to such agents or
7 subcontractors.
8 L. Employee Training and Discipline
9 CONTRACTOR shall train and use reasonable measures to ensure compliance
10 with the requirements of these provisions by employees who assist in the performance of functions or
11 activities on behalf of COUNTY under this Agreement and use or disclose PHI and discipline such
12 employees who intentionally violate any provisions of these provisions, including termination of
13 employment.
14 M. Termination for Cause
15 Upon COUNTY's knowledge of a material breach of these provisions by a
16 CONTRACTOR, COUNTY shall either:
17 1. Provide an opportunity for the CONTRACTOR to cure the breach or end
18 the violation and terminate this Agreement if CONTRACTOR does not cure the breach or end the
19 violation within the time specified by COUNTY; or
20 2. Immediately terminate this Agreement if a CONTRACTOR has breached a
21 material term of these provisions and cure is not possible.
22 3. If neither cure nor termination is feasible, the COUNTY's Privacy Officer
23 shall report the violation to the Secretary of the U.S. Department of Health and Human Services.
24 N. Judicial or Administrative Proceedings
25 COUNTY may terminate this Agreement in accordance with the terms and
26 conditions of this Agreement as written hereinabove, if: (1) a CONTRACTOR is found guilty in a
27 criminal proceeding for a violation of the HIPAA Privacy or Security Laws or the HITECH Act; or (2) a
28 finding or stipulation that a CONTRACTOR has violated a privacy or security standard or requirement
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1 of the HITECH Act, HIPAA or other security or privacy laws in an administrative or civil proceeding in
2 which the CONTRACTOR is a party.
3 O. Effect of Termination
4 Upon termination or expiration of this Agreement for any reason, CONTRACTOR
5 shall return or destroy all PHI received from COUNTY (or created or received by CONTRACTOR on
6 behalf of COUNTY) that CONTRACTOR still maintains in any form, and shall retain no copies of such
7 PHI. If return or destruction of PHI is not feasible, it shall continue to extend the protections of these
8 provisions to such information, and limit further use of such PHI to those purposes that make the return
9 or destruction of such PHI infeasible. This provision shall apply to PHI that is in the possession of
10 subcontractors or agents, if applicable, of CONTRACTOR. If CONTRACTOR destroy the PHI data, a
11 certification of date and time of destruction shall be provided to the COUNTY by CONTRACTOR.
12 P. Disclaimer
13 COUNTY makes no warranty or representation that compliance by
14 CONTRACTOR with these provisions, the HITECH Act, HIPAA or the HIPAA regulations will be
15 adequate or satisfactory for CONTRACTOR'S own purposes or that any information in
16 CONTRACTOR'S possession or control, or transmitted or received by CONTRACTOR, is or will be
17 secure from unauthorized access, viewing, use, disclosure, or breach. CONTRACTOR are solely
18 responsible for all decisions made by CONTRACTOR regarding the safeguarding of PHI.
19 Q. Amendment
20 The parties acknowledge that Federal and State laws relating to electronic data
21 security and privacy are rapidly evolving and that amendment of these provisions may be required to
22 provide for procedures to ensure compliance with such developments. The parties specifically agree to
23 take such action as is necessary to amend this agreement in order to implement the standards and
24 requirements of HIPAA, the HIPAA regulations, the HITECH Act and other applicable laws relating to
25 the security or privacy of PHI. COUNTY may terminate this Agreement upon thirty (30) days written
26 notice in the event that CONTRACTOR do not enter into an amendment providing assurances
27 regarding the safeguarding of PHI that COUNTY in its sole discretion, deems sufficient to satisfy the
28 standards and requirements of HIPAA, the HIPAA regulations and the HITECH Act.
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1 R. No Third-Party Beneficiaries
2 Nothing express or implied in the terms and conditions of these provisions is
3 intended to confer, nor shall anything herein confer, upon any person other than COUNTY or
4 CONTRACTOR and their respective successors or assignees, any rights, remedies, obligations or
5 liabilities whatsoever.
6 S. Interpretation
7 The terms and conditions in these provisions shall be interpreted as broadly as
8 necessary to implement and comply with HIPAA, the HIPAA regulations and applicable State laws. The
9 parties agree that any ambiguity in the terms and conditions of these provisions shall be resolved in
10 favor of a meaning that complies and is consistent with HIPAA and the HIPAA regulations.
11 T. Regulatory References
12 A reference in the terms and conditions of these provisions to a section in the
13 HIPAA regulations means the section as in effect or as amended.
14 U. Survival
15 The respective rights and obligations of CONTRACTOR as stated in this Section
16 shall survive the termination or expiration of this Agreement.
17 V. No Waiver of Obligations
18 No change, waiver or discharge of any liability or obligation hereunder on any one
19 or more occasions shall be deemed a waiver of performance of any continuing or other obligation, or
20 shall prohibit enforcement of any obligation on any other occasion.
21 W. Public Health Exception Extended
22 1. The HIPAA Privacy Rule creates a special rule for a subset of public
23 health activities whereby HIPAA cannot preempt state law if, "[t]he provision of state law, including
24 state procedures established under such law, as applicable, provides for the reporting of disease or
25 injury, child abuse, birth, or death, or for the conduct of public health surveillance, investigation, or
26 intervention." (45 C.F.R. § 160.203(c) [HITECH Act, § 13421, sub. (a)].);
27 2. To the extent a disclosure or use of information received under this
28 agreement may also be considered a disclosure or use of"Protected Health Information" (PHI) of an
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1 individual, as that term is defined in Section 160.103 of Title 45, Code of Federal Regulations, the
2 following Privacy Rule provisions apply to permit such data disclosure and/or use by COUNTY and
3 CONTRACTOR, without the consent or authorization of the individual who is the subject of the PHI:
4 a) HIPAA cannot preempt state law if, "[t]he provision of state law, including
5 state procedures established under such law, as applicable, provides for the reporting of disease or
6 injury, child abuse, birth, or death, or for the conduct of public health surveillance, investigation, or
7 intervention." (45 C.F.R. § 160.203(c) [HITECH Act, § 13421, sub. (a)].)];
8 b) A covered entity may disclose PHI to a "public health authority" carrying
9 out public health activities authorized by law; (45 C.F.R. § 164.512(b).);
10 c) A covered entity may use or disclose protected health information to the
11 extent that such use or disclosure is required by law and the use or disclosure complies with and is
12 limited to the relevant requirements of such law." (Title 45 C.F.R. §§ 164.502 (a)(1)(vii), 164.512(a)(1).)
13 24. DATA SECURITY: For the purpose of preventing the potential loss, misappropriation or
14 inadvertent access, viewing, use or disclosure of COUNTY data including sensitive or personal client
15 information; abuse of COUNTY resources; and/or disruption to COUNTY operations, individuals and/or
16 agencies that enter into a contractual relationship with the COUNTY for the purpose of providing services
17 under this Agreement must employ adequate data security measures to protect the confidential
18 information provided to CONTRACTOR by the COUNTY, including but not limited to the following:
19 A. CONTRACTOR-Owned Mobile, Wireless, or Handheld Devices
20 CONTRACTOR may not connect to COUNTY networks via personally-owned
21 mobile, wireless or handheld devices, unless the following conditions are met:
22 1) CONTRACTOR has received authorization by COUNTY for telecommuting purposes;
23 2) Current virus protection software is in place;
24 3) Mobile device has the remote wipe feature enabled; and
25 4) A secure connection is used.
26 B. CONTRACTOR-Owned Computers or Computer Peripherals
27 CONTRACTOR may not bring CONTRACTOR-owned computers or computer
28 peripherals into the COUNTY for use without prior authorization from the COUNTY's Chief Information
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1 Officer, and/or designee(s), including but not limited to mobile storage devices. If data is approved to be
2 transferred, data must be stored on a secure server approved by the COUNTY and transferred by
3 means of a Virtual Private Network (VPN) connection, or another type of secure connection. Said data
4 must be encrypted.
5 C. COUNTY-Owned Computer Equipment
6 CONTRACTOR or anyone having an employment relationship with the COUNTY,
7 may not use COUNTY computers or computer peripherals on non-COUNTY premises without prior
8 authorization from the COUNTY's Chief Information Officer, and/or designee(s).
9 D. CONTRACTOR may not store COUNTY's private, confidential, or sensitive data
10 on any hard-disk drive, portable storage device, or remote storage installation unless encrypted.
11 E. CONTRACTOR shall be responsible to employ strict controls to ensure the
12 integrity and security of COUNTY's confidential information and to prevent unauthorized access,
13 viewing, use or disclosure of data maintained in computer files, program documentation, data
14 processing systems, data files and data processing equipment which stores or processes COUNTY data
15 internally and externally.
16 F. Confidential client information transmitted to one party by the other by means of
17 electronic transmissions must be encrypted according to Advanced Encryption Standards (AES) of 128
18 BIT or higher. Additionally, a password or pass phrase must be utilized.
19 G. CONTRACTOR is responsible to immediately notify COUNTY of any violations,
20 breaches or potential breaches of security related to COUNTY's confidential information, data
21 maintained in computer files, program documentation, data processing systems, data files and data
22 processing equipment which stores or processes COUNTY data internally or externally.
23 H. COUNTY shall provide oversight to CONTRACTOR'S response to all incidents
24 arising from a possible breach of security related to COUNTY's confidential client information provided
25 to CONTRACTOR. CONTRACTOR will be responsible to issue any notification to affected individuals as
26 required by law or as deemed necessary by COUNTY in its sole discretion. CONTRACTOR will be
27 responsible for all costs incurred as a result of providing the required notification.
28
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1 25. NOTICES: The persons and their addresses having authority to give and receive notices
2 under this Agreement include the following:
3 COUNTY CONTRACTOR
COUNTY OF FRESNO United Way of Fresno and Madera Counties
4 Director, Department of Public Health Lindsay S. Fox, President and CEO
PO Box 11867 4949 East Kinqs Canyon Road
5 Fresno, CA 93775 Fresno, CA 93727
6 All notices between the COUNTY and CONTRACTOR provided for or permitted under this
7 Agreement must be in writing and delivered either by personal service, by first-class United States mail, by
8 an overnight commercial courier service, or by telephonic facsimile transmission. A notice delivered by
9 personal service is effective upon service to the recipient. A notice delivered by first-class United States
10 mail is effective three COUNTY business days after deposit in the United States mail, postage prepaid,
11 addressed to the recipient. A notice delivered by an overnight commercial courier service is effective one
12 COUNTY business day after deposit with the overnight commercial courier service, delivery fees prepaid,
13 with delivery instructions given for next day delivery, addressed to the recipient. A notice delivered by
14 telephonic facsimile is effective when transmission to the recipient is completed (but, if such transmission is
15 completed outside of COUNTY business hours, then such delivery shall be deemed to be effective at the
16 next beginning of a COUNTY business day), provided that the sender maintains a machine record of the
17 completed transmission. For all claims arising out of or related to this Agreement, nothing in this section
18 establishes, waives, or modifies any claims presentation requirements or procedures provided by law,
19 including but not limited to the Government Claims Act (Division 3.6 of Title 1 of the Government Code,
20 beginning with section 810).
21 26. GOVERNING LAW: Venue for any action arising out of or related to this Agreement shall only
22 be in Fresno County, California.
23 The rights and obligations of the parties and all interpretation and performance of this Agreement
24 shall be governed in all respects by the laws of the State of California.
25 27. COMPLIANCE WITH FEDERAL REQUIREMENTS: CONTRACTOR recognizes that
26 COUNTY operates its Advancing Health Literacy grant program with the use of Federal funds, and that
27 the use of these funds imposes certain requirements on the COUNTY and its subcontractors.
28 CONTRACTOR shall adhere to all Federal requirements, including those identified in Exhibit C,
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1 attached hereto and by this reference incorporated herein.
2 28. DISCLOSURE OF SELF-DEALING TRANSACTIONS
3 This provision is only applicable if the CONTRACTOR is operating as a corporation (a for-profit
4 or non-profit corporation) or if during the term of the agreement, the CONTRACTOR changes its status
5 to operate as a corporation.
6 Members of the CONTRACTOR's Board of Directors shall disclose any self-dealing transactions
7 that they are a party to while CONTRACTOR is providing goods or performing services under this
8 agreement. A self-dealing transaction shall mean a transaction to which the CONTRACTOR is a party
9 and in which one or more of its directors has a material financial interest. Members of the Board of
10 Directors shall disclose any self-dealing transactions that they are a party to by completing and signing a
11 Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit D and incorporated herein by
12 reference, and submitting it to the COUNTY prior to commencing with the self-dealing transaction or
13 immediately thereafter.
14 29. ELECTRONIC SIGNATURE: The parties agree that this Agreement maybe executed by
15 electronic signature as provided in this section. An "electronic signature" means any symbol or process
16 intended by an individual signing this Agreement to represent their signature, including but not limited to (1)
17 a digital signature; (2) a faxed version of an original handwritten signature; or(3) an electronically scanned
18 and transmitted (for example by PDF document) of a handwritten signature. Each electronic signature
19 affixed or attached to this Agreement (1) is deemed equivalent to a valid original handwritten signature of
20 the person signing this Agreement for all purposes, including but not limited to evidentiary proof in any
21 administrative or judicial proceeding, and (2) has the same force and effect as the valid original handwritten
22 signature of that person. The provisions of this section satisfy the requirements of Civil Code section
23 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5,
24 beginning with section 1633.1). Each party using a digital signature represents that it has undertaken and
25 satisfied the requirements of Government Code section 16.5, subdivision (a), paragraphs (1)through (5),
26 and agrees that each other party may rely upon that representation. This Agreement is not conditioned
27 upon the parties conducting the transactions under it by electronic means and either party may sign this
28 Agreement with an original handwritten signature.
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1 30. SEVERABILITY: The positions of this Agreement are severable. The invalidity or
2 unenforceability of any one provision in the Agreement shall not affect the other provisions.
3 31. ENTIRE AGREEMENT: This Agreement, including Exhibits A, B, C and D constitutes the
4 entire agreement between the CONTRACTOR and COUNTY with respect to the subject matter hereof and
5 supersedes all previous Agreement negotiations, proposals, commitments, writings, advertisements,
6 publications, and understanding of any nature whatsoever unless expressly included in this Agreement.
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1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
2 first hereinabove written.
3
4 CONTRACTOR COUNTY OF FRESNO
United Way Fresno and Madera
5 Counties
6
7 (Authorized Signature) Brian Pacheco, Chairman of the Board of
Supervisors of the County of Fresno
8
L sa S. Fox, P sident an CrmO
9
10
11 4949 East Kings Canyon Road, ATTEST:
12 Fresno, CA 93727 Bernice E. Seidel
Clerk of the Board of Supervisors
13 County of Fresno, State of California
14
15
16 By.
17 Deputy
FOR ACCOUNTING USE ONLY:
18 Fund: 0001
19 Subclass: 10000
20 ORG: 56201558
21 Account: 7295
22
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EXHIBIT A
EXHIBIT A — Services
Goals and Objectives to be accomplished by County include, but be not limited to, those
delineated in Section 1 below. The objectives are organized in subsections. County and UWFM
will fulfill these goals and objectives and report on their progress. In return, County agrees to
compensate UWFM according to the payment schedule and terms explained in Section 2.
1. Goals and Objectives
1.1 Description of Section. Section 1 of Exhibit A serves to explain the goals and objectives
which UWFM is obligated to fulfil. County agrees to employ or assign their staff or contracted
employees to assist in accomplishing these objectives, as directed by UWFM staff,within the
Project terms indicated below. If no timeline is indicated, UWFM and County agree to
accomplish the following objectives during the term of the Memorandum.
1.2 Purpose and Objectives. The purpose of this Memorandum is to coordinate the efforts to
achieve the various aims and objectives relating to Application Programming Interface (API)
integration of County's coordinated care system (CCS) and UWFM's iCarol system for access
to 2-1-1 resources and demographic data.
1.3 Responsibilities and Expectations
County is responsible for the following:
• Provide needed information on the health navigation software to support an integration
of the 211 for shared resource referrals. This includes but not limited to providing UWFM
with information needed for database systems API integration.
• Participate in quarterly check-in meetings to discuss project progress, successes,
challenges and needs.
UWFM is responsible for the following:
• Provide the 211 calls and support a direct bridge to link the 211 resources with the
Department of Public Health's Health Disparities and other CHW programs as well as
the Department's resource navigation software.
• Provide training to up to 40 County staff and County Designees on 211 and related
software.
• Provide up to 40 iCarol user accounts to County staff and County designees.
• Provide ongoing resource management and technical assistance on the 211 and
resource navigation.
• Transfer calls to County assigned care coordination services phone number.
• Handing 211 calls and/or live 2-way text messaging for referrals to this project where
applicable.
1.4 County and UWFM agree to hold mutual parties harmless for:
• Any defects, damages,to the work by County or UWFM to the general public as it
pertains to the work delivered; and
• Any damages,theft, missing, and all loss occurred on/in County's property and parking
grounds.
Page 1 of 4
2. Fees
2.1 Fee. For providing the services described, County will pay UWFM an amount not to exceed
$534,204.16, according to the Compensation Schedule described below.
2.2 Compensation Schedule. An itemized invoice in duplicate shall be mailed to requesting
County department in accordance with invoicing instructions included in each order
referencing this Agreement. The Agreement number must appear on all shipping documents
and invoices. Invoice terms shall be Net 45 Days.
2.3 Compensation Terms. Net forty-five (45) days from the receipt of invoice.
2.4 Remedies. If UWFM or County determine, in its reasonable discretion,that either party has
substantially violated or failed to carry out any provision of this Memorandum, UWFM may, in
addition to any other legal remedies it may have, refuse to provide services and County, in
addition to any other legal remedies it may have, refuse to make any further payments, if any,
to UWFM under this project. UWFM and County may also avail itself of any other remedies
available by law.
Overview
United Way's Commitment to Advance Rural Health Equity through Community Resources:
With an eye toward mobilizing the collective power of community to break down systemic
barriers to prosperity, United Way centers equity and access in everything it does,with the belief
that things like race, ethnicity or place should have no bearing on an individual or family's
access to education, health, or prosperity. United Way prioritizes issues that are bigger than any
one organization and commits to partnerships that are grounded in increased access and
changing systems to move the needle on increased wealth, health, and educational attainment.
An example of this is on United Ways launch of the Yield with a focus on coordinating resources
for prosperity in rural agricultural communities that yield food for the world yet face disparity
and lack of resources. For the Yield, communities like Huron and Mendota and other smaller
agricultural communities are a top priority given the opportunity for economic advancement.
Increasing prosperity of these farm communities must happen through a paradigm shift,
focusing on streamlining piecemeal services with comprehensive referrals and support for
communities that yield so much the Central Valley and ultimately the world.
United Way Fresno and Madera Counties is the sole provider of the 211 and is uniquely poised
as a community convener and connector, partnering with community-based organizations,
businesses and governmental partners alike. The 211 is a 24/7 helpline that offers critical
referrals and resources to any caller when it matters the most. This confidential service offers a
variety of community resources including referrals for food, housing, utility assistance, free tax
preparation services, and public health information (i.e., COVID-19 vaccine or testing
information). The 211 also serves as a response to emergency services like during the historic
Creek fire,the 211 provided pertinent evacuation and emergency shelter information.
Essentially,the 211, offers immediate resources as a first step in safety net services to ensure
that people can have basic needs met as they are on their journey to increased economic
mobility and overall health and wellbeing, in alignment with the work of the Department of
Public Health and the focus on addressing social determinants of health and increasing health
equity.
Page 2 of 4
211 for Rural Health Equity:
The 211 is not only a helpline that people can call or text for live support, but through advanced
Application Programming Interface (API), is the center of care coordination and meeting people
where they are in their journey means that people must have accessible ways to access basic
needs like food, financial assistance, employment or housing resources and digital inclusion as
a modern necessity for inclusion and accessibility with so many of life's necessities increasingly
online (i.e., mobile banking,telehealth, etc.). Although health and wellness may seem as simple
as scheduling a doctor's appointment,the truth is that there are many social determinants of
health that limit an individual's or families' ability to be healthy and prosper. The root causes of
this are vast but include: lack of accurate health fluency (the ability to understand health
information needed to make appropriate health decisions grounded in medically accurate
information), information that is not in the individual's or families' spoken language or that is not
culturally appropriate,transportation needs, uninsured or underinsured status, and mandatory
prioritization of other basic needs where health takes a back seat. Examples of this include, lack
of financial resources/under-employed or unemployed, low educational attainment, lack of
basic needs like nutritious food or accurate health information, access to healthcare, and
unaware of the existing resources available to them.
In rural West Fresno,the predominantly agricultural communities are largely Spanish-speaking
individuals or families who are often seeking help with basic needs (i.e.,food) and as the
Department of Public Health has a robust plan to serve these communities, partnering with
United Way's 211,the only one of its kind,will offer support to community health workers in
tackling basic needs to focus on health fluency of farmworkers, offering information that is in-
language, and culturally appropriate. It is also worth noting that the 211 offers translation for
multiple languages, including Spanish, and call specialists use a vast resource directory to offer
information to callers.
211 Partnership with Public Health:
United Way will work closely with the Department of Public Health (DPH) and selected partners
to leverage the 211 call line and database to create linkages to resources and support an early
pilot of the community information exchange, where someone can access multiple referrals and
services coupled with health education and health navigation (scheduling health appointments,
attending classes, etc.). Additionally, United Way will provide the following:
• Provide the 211 calls and support a direct bridge to link the 211 resources with the
Department of Public Health's Health Disparities and other CHW programs as well as
the Department's resource navigation software.
• Provide training to up to 40 County and County Designees on 211 and related
software.
• Provide up to 40 211 software user accounts to County and County designees.
• Provide ongoing resource management and technical assistance on the 211 and
resource navigation.
• Transfer calls to County assigned care coordination services phone number.
Page 3 of 4
• Handing 211 calls and/or live 2-way text messaging for referrals to this project where
applicable.
Over the past two years, United Way has worked closely with DPH to provide critical health
information like medically accurate answers on COVID-19 (especially in 2020), ongoing
information on COVID-19 testing and vaccinations as well as offering other health support (like
tobacco cessation). Additionally, 211 was able to provide information to callers on DPH services
or transfer callers to get in touch with DPH for ongoing services, demonstrating a successful
and unique partnership between DPH and United Way/211.
Coordination of Care for Health Fluency:
In partnership with the Department of Public Health (DPH), United Way is committed to
supporting equity and access by leveraging both the resources and resource database with
updated and accurate resources ensuring that rural health workers have access to both the 211
directories, but also training and regular support in fully maximizing the 211. Additionally, United
Way can offer community awareness for the 211 and partnership building,working closely with
the Department of Public Health. This work will also support the ongoing identification of
priority areas based on gaps and data collection around caller trends, needs, services received,
and demographic information (as available, as this is optional for callers due to 211 being a
confidential helpline).
As part of the proposed API integration,the 211 can sync with selected case management
software to support automated resource navigation and data tracking. Additionally, eligibility
based on DPH programs can be established and screened for specific program enrollment, as
mutually designed and agreed upon. 211 services include 2-way text and United Way can
provide text campaigns for mass communication and appointment scheduling (which may incur
additional cost). DPH will have the ability to see the number of resources and resources
provided to each caller served as well as how many callers from the priority communities
reached out to 211. Where appropriate, United Way can refer callers from rural west Fresno to
the health literacy work to promote health fluency among these largely agricultural
communities. As United Way remains committed to ongoing partnership,these measurements
can be adjusted as mutually agreed upon to best meet the needs of DPH in supporting health
fluency and equity for the community.
Page 4 of 4
Exhibit - B
Description Yea Tot
Partnership Management and Design and staff
Vice President oversight $10,670.00 $10,670.00 $10,670.00 $10,670.00 $42,680.00
Responsible for 211 CIE implementation,staff
Director Impact/Community Resource support,211 provider management $20,000.00 $20,000.00 $20,000.00 $20,000.00 $80,000.00
Training and programmatic oversight of the 211
(vendor)rural resource relationship
211 Program Manager development $19,344.00 $19,344.00 $16,120.00 $16,120.00 $70,928.00
Resource Coordinator Keeping the 211 resource directory updated live $17,500.00 $17,500.00 $15,000.00 $15,000.00 $65,000.00
Analyst 211 Dashboard/data sharing/tracking $9,000.00 $9,000.00 $9,000.00 $9,000.00 $36,000.00
Contract compliance and oversight/Project
Director of Operations Management $9,000.00 $9,000.00 $9,000.00 $9,000.00 $36,000.00
Personnel Subtotal $85,514.00 $85,514.00 $79,790.00 $79,790.00 $330,608.00
Program and Operating Expenses
Software API Software Integration,database,enhance $11,776.00 $11,776.00 $6,776.00 $6,776.00 $37,104.00
Call handling,resource dissimination,text,
211 resources,web $13,819.54 $13,819.54 $13,819.54 $13,819.54 $55,278.16
Targeted outreach in selected rural
211 marketing communities $10,000.00 $10,000.00 $10,000.00 $10,000.00 $40,000.00
Mileage Roundtables on 211 and rural health focus $312.50 $312.50 $312.50 $312.501 $1,250.00
Training Expenses Training&meeting expenses $250.00 $250.00 $250.00 $250.00 $1,000.00
Operating Expenses Facilities costs,utilities and communications $5,100.00 $5,100.00 $5,100.00 $5,100.00 $20,400.00
Program and Operating Subtotal $41,258.04 $41,258.04 $36,258.04 $36,258.04 $155,032.16
Indirect $12,677.20 $12,677.20 $11,604.80 $11,604.80 $48,564.00
Total Project Cost $139,449.24 $139,449.24 $127,652.84 $127,652.84 $534,204.16
Exhibit C
ti U.S.DEPARTMENT OF HEALTH AND HUMAN SERVICES Public Health Service
Centers for Disease Control
and Prevention(CDC)
Atlanta GA 30333
General Terms and Conditions for Non-Research
Grant and Cooperative Agreements
Incorporation: The Department of Health and Human Services (HHS) grant recipients must
comply with all terms and conditions outlined in the Notice of Funding Opportunity (NOFO), their
Notice of Award (NOA), grants policy contained in applicable HHS Grants Policy Statements, 45
CFR Part 75, requirements imposed by program statutes and regulations, Executive Orders, and
HHS grant administration regulations, as applicable; as well as any requirements or limitations in
any applicable appropriations acts. The term grant is used throughout these general terms and
conditions of award and includes cooperative agreements.
Note: In the event that any requirement in the NOA, the NOFO, the HHS Grants Policy Statement,
45 CFR Part 75, or applicable statutes/appropriations acts conflict, then statutes and regulations
take precedence.
FEDERAL REGULATIONS AND POLICIES
45 CFR Part 75— Uniform Administrative Requirements, Cost Principles, and Audit Requirements
for HHS Awards.
https://www.ecfr.gov/cgi-bin/text- idx?node=pt45.1.75&rgn=div5
HHS Grants Policy and Regulations
https://www.hhs.gov/grants/grants/grants-policies-regulations/index.html
HHS Grants Policy Statement
https://www.hhs.gov/sites/default/files/grants/grants/policies-regulations/hhsgpsl 07.pdf
Federal Funding Accountability and Transparency Act (FFATA)
https://www.fsrs.gov/
Trafficking In Persons: Consistent with 2 CFR 175, awards are subject to the requirements of
the Trafficking Victims Protection Act of 2000, as amended (22 U.S.C. Part 7104(g)).
https://www.law.cornell.edu/cfr/text/2/part-1 75
CDC Additional Requirements (AR) may apply. The NOFO will detail which specific ARs apply
to resulting awards. Links to full texts can be found at:
https://www.cdc.gov/grants/additional-requirements/index.html.
Page 1 of 17
Exhibit C
FUNDING RESTRICTIONS AND LIMITATIONS
Cost Limitations as stated in Appropriations Acts. Recipients must follow applicable fiscal
year appropriations law in effect at the time of award. See AR-32 Appropriations Act, General
Requirements: https://www.cdc.gov/qrants/additional-requirements/ar-32.html.
Though Recipients are required to comply with all applicable appropriations restrictions,
please find below specific ones of note. CDC notes that the cited section for each below
provision may change annually.
A. Cap on Salaries (Division H, Title II, General Provisions, Sec. 202): None of the funds
appropriated in this title shall be used to pay the salary of an individual, through a grant or
other extramural mechanism, at a rate in excess of Executive Level II.
Note: The salary rate limitation does not restrict the salary that an organization may pay an
individual working under an HHS contract or order; it merely limits the portion of that salary that
may be paid with federal funds.
B. Gun Control Prohibition (Div. H,Title II, Sec. 210): None of the funds made available in this title
may be used, in whole or in part, to advocate or promote gun control.
C. Lobbying Restrictions (Div. H, Title V, Sec. 503):
• 503(a): No part of any appropriation contained in this Act or transferred pursuant to section
4002 of Public Law 111-148 shall be used, other than for normal and recognized executive-
legislative relationships, for publicity or propaganda purposes, for the preparation, distribution,
or use of any kit, pamphlet, booklet, publication, electronic communication, radio, television, or
video presentation designed to support or defeat the enactment of legislation before the
Congress or any State or local legislature or legislative body, except in presentation to the
Congress or any State or local legislature itself, or designed to support or defeat any proposed
or pending regulation, administrative action, or order issued by the executive branch of any
State or local government itself.
• 503(b): No part of any appropriation contained in this Act or transferred pursuant to section
4002 of Public Law 111-148 shall be used to pay the salary or expenses of any grant or
contract recipient, or agent acting for such recipient, related to any activity designed to
influence the enactment of legislation, appropriations, regulation, administrative action, or
Executive order proposed or pending before the Congress or any State government, State
legislature or local legislature or legislative body, other than for normal and recognized
executive-legislative relationships or participation by an agency or officer of a State, local or
tribal government in policymaking and administrative processes within the executive branch of
that government.
• 503(c): The prohibitions in subsections (a) and (b) shall include any activity to advocate or
promote any proposed, pending or future federal, state or local tax increase, or any
proposed, pending, or future requirement or restriction on any legal consumer product,
including its sale of marketing, including but not limited to the advocacy or promotion of gun
control.
Page 2 of 17
Exhibit C
For additional information, see Additional Requirement 12 at
https://www.cdc.gov/grants/additional-requirements/ar-12.html.
D. Needle Exchange (Div. H, Title V, Sec. 520): Notwithstanding any other provision of this Act,
no funds appropriated in this Act shall be used to carry out any program of distributing sterile
needles or syringes for the hypodermic injection of any illegal drug.
E. Blocking access to pornography (Div. H, Title V, Sec. 521): (a) None of the funds made
available in this Act may be used to maintain or establish a computer network unless such
network blocks the viewing, downloading, and exchanging of pornography; (b) Nothing in
subsection (a) shall limit the use of funds necessary for any federal, state, tribal, or local law
enforcement agency or any other entity carrying out criminal investigations, prosecution, or
adjudication activities.
Prohibition on certain telecommunications and video surveillance services or equipment (Pub.
L. 115-232, section 889): For all new, non-competing continuation, renewal or supplemental awards
issued on or after August 13, 2020, recipients and subrecipients are prohibited from obligating or
expending grant funds (to include direct and indirect expenditures as well as cost share and program
funds) to:
1. Procure or obtain,
2. Extend or renew a contract to procure or obtain; or
3. Enter into contract (or extend or renew contract) to procure or obtain equipment, services, or
systems that use covered telecommunications equipment or services as a substantial or
essential component of any system, or as critical technology as part of any system. As
described in Pub. L. 115-232, section 889, covered telecommunications equipment is
telecommunications equipment produced by Huawei Technologies Company or ZTE
Corporation (or any subsidiary or affiliate of such entities).
i. For the purpose of public safety, security of government facilities, physical security
surveillance of critical infrastructure, and other national security purposes, video
surveillance and telecommunications equipment produced by Hytera
Communications Corporation, Hangzhou Hikvision Digital Technology Company, or
Dahua Technology Company (or any subsidiary or affiliate of such entities).
ii. Telecommunications or video surveillance services provided by such entities or
using such equipment.
iii. Telecommunications or video surveillance equipment or services produced or
provided by an entity that the Secretary of Defense, in consultation with the Director
of the National Intelligence or the Director of the Federal Bureau of Investigation,
reasonably believes to be an entity owned or controlled by, or otherwise, connected
to the government of a covered foreign country.
President's Emergency Plan for AIDS Relief(PEPFAR) funding is exempt from the prohibition under
Pub. L. 115-232, section 889 until September 30, 2022. During the exemption period, PEPFAR
recipients are expected to work toward implementation of the requirements.
Cancel Year: 31 U.S.C. Part 1552(a) Procedure for Appropriation Accounts Available for Definite
Periods states the following: On September 30t"of the 5th fiscal year after the period of availability
for obligation of a fixed appropriation account ends, the account shall be closed and any remaining
balances (whether obligated or unobligated) in the account shall be canceled and thereafter shall
not be available for obligation or expenditure for any purpose.
Page 3 of 17
Exhibit C
REPORTING REQUIREMENTS
Annual Federal Financial Report (FFR, SF-425): The Annual Federal Financial Report (FFR)
SF-425 is required and must be submitted no later than 90 days after the end of the budget
period in the Payment Management System.
Additional guidance on submission of Federal Financial Reports can be found at
https://www.cdc.gov/grants/documents/change-in-federal-reporting-fy-2021-recipients.pdf.
If more frequent reporting is required, the Notice of Award terms and conditions will explicitly state
the reporting requirement.
Annual Performance Progress and Monitoring Reporting: The Annual Performance Progress
and Monitoring Report (PPMR) is due no later than 120 days prior to the end of the budget period
and serves as the continuation application for the follow-on budget period. Submission instructions,
due date, and format will be included in the guidance from the assigned GMO/GMS via
www.grantsolutions.gov.
Any change to the existing information collection noted in the award terms and conditions will be
subject to review and approval by the Office of Management and Budget (OMB) under the
Paperwork Reduction Act.
Data Management Plan: CDC requires recipients for projects that involve the collection or
generation of data with federal funds to develop, submit and comply with a Data Management
Plan (DMP) for each collection or generation of public health data undertaken as part of the
award and, to the extent consistent with law and appropriate, provide access to and
archiving/long-term preservation of collected or generated data. Additional information on the
Data Management and Access requirements can be found at
https://www.cdc.gov/qrants/additional-requirements/ar-25.html.
Audit Requirement Domestic Organizations (including US-based organizations implementing
projects with foreign components): An organization that expends $750,000 or more in a fiscal year
in federal awards shall have a single or program-specific audit conducted for that year in
accordance with the provisions of 45 CFR Part 75. The audit period is an organization's fiscal year.
The audit must be completed along with a data collection form (SF-SAC), and the reporting
package shall be submitted within the earlier of 30 days after receipt of the auditor's report(s), or
nine (9) months after the end of the audit period. The audit report must be sent to:
Federal Audit Clearing House Internet Data Entry System Electronic Submission:
https://harvester.census.gov/facides/(S(Ovkw1 zaelyziibnahocga5i0))/account/Iogin.aspx
AND
Office of Financial Resources, Risk Management and Internal Control Unit's Audit Resolution
Team (ART), RMICU.Audit.Resolution(a�cdc.gov.
Audit Requirement Foreign Organizations: An organization that expends $300,000 or more in a
Page 4 of 17
Exhibit C
fiscal year on its federal awards must have a single or program-specific audit conducted for that
year. The audit period is an organization's fiscal year. The auditor shall be a U.S.-based Certified
Public Accountant firm, the foreign government's Supreme Audit Institution or equivalent, or an
audit firm endorsed by the U.S. Agency for International Development's Office of Inspector General.
The audit must be completed in English and in US dollars, and submitted within the earlier of 30
days after receipt of the auditor's report(s), or nine (9) months after the end of the audit period. The
audit report must be sent to the Office of Financial Resources, Risk Management and Internal
Control Unit's Audit Resolution Team (ART) at RMICU.Audit.Resolution(a)cdc.gov. After receipt of
the audit report, CDC will resolve findings by issuing Final Management Determination Letters.
Domestic and Foreign organizations: Audit requirements for Subrecipients to whom 45 CFR 75
Subpart F applies: The recipient must ensure that the subrecipients receiving CDC funds also meet
these requirements. The recipient must also ensure to take appropriate corrective action within six
months after receipt of the subrecipient audit report in instances of non-compliance with applicable
federal law and regulations (45 CFR 75 Subpart F and HHS Grants Policy Statement). The
recipient may consider whether subrecipient audits necessitate adjustment of the recipient's own
accounting records. If a subrecipient is not required to have a program-specific audit, the recipient
is still required to perform adequate monitoring of subrecipient activities. The recipient shall require
each subrecipient to permit the independent auditor access to the subrecipient's records and
financial statements. The recipient must include this requirement in all subrecipient contracts.
Required Disclosures for Federal Awardee Performance and Integrity Information System
(FAPIIS): Consistent with 45 CFR 75.113, applicants and recipients must disclose in a timely
manner, in writing to the CDC, with a copy to the HHS Office of Inspector General (OIG), all
information related to violations of federal criminal law involving fraud, bribery, or gratuity violations
potentially affecting the federal award. Subrecipients must disclose, in a timely manner in writing to
the prime recipient (pass through entity) and the HHS OIG, all information related to violations of
federal criminal law involving fraud, bribery, or gratuity violations potentially affecting the federal
award. Disclosures must be sent in writing to the assigned GMS/GMO identified in the NOA, and to
the HHS OIG at the following address:
U.S. Department of Health and Human Services
Office of the Inspector General
ATTN: Mandatory Grant Disclosures, Intake Coordinator
330 Independence Avenue, SW
Cohen Building, Room 5527
Washington, DC 20201
Fax: (202)-205-0604 (Include "Mandatory Grant Disclosures" in subject line) or Email:
MandatoryGranteeDisclosures(a)oig.hhs.gov
Recipients must include this mandatory disclosure requirement in all subawards and contracts
under this award.
Failure to make required disclosures can result in any of the remedies described in 45 CFR
75.371. Remedies for noncompliance, including suspension or debarment (See 2 CFR parts 180
and 376, and 31 U.S.C. 3321).
Page 5 of 17
Exhibit C
CDC is required to report any termination of a federal award prior to the end of the period of
performance due to material failure to comply with the terms and conditions of this award in the
OMB-designated integrity and performance system accessible through SAM (currently FAPIIS)
(45 CFR 75.372(b)). CDC must also notify the recipient if the federal award is terminated for
failure to comply with the federal statutes, regulations, or terms and conditions of the federal
award (45 CFR 75.373(b)).
1. General Reporting Requirement
If the total value of currently active grants, cooperative agreements, and procurement contracts
from all federal awarding agencies exceeds $10,000,000 for any period of time during the period
of performance of this federal award, the recipient must maintain the currency of information
reported to the System for Award Management (SAM) and made available in the designated
integrity and performance system (currently the Federal Awardee Performance and Integrity
Information System (FAPIIS)) about civil, criminal, or administrative proceedings described in
section 2 of this award term and condition. This is a statutory requirement under section 872 of
Public Law 110-417, as amended (41 U.S.C. 2313). As required by section 3010 of Public Law
111-212, all information posted in the designated integrity and performance system on or after
April 15, 2011, except past performance reviews required for federal procurement contracts, will
be publicly available.
2. Proceedings About Which You Must Report
Submit the information required about each proceeding that:
a. Is in connection with the award or performance of a grant, cooperative agreement,
or procurement contract from the federal government;
b. Reached its final disposition during the most recent five-year period; and
c. If one of the following:
(1) A criminal proceeding that resulted in a conviction, as defined in paragraph 5 of
this award term and condition;
(2) A civil proceeding that resulted in a finding of fault and liability and payment of a
monetary fine, penalty, reimbursement, restitution, or damages of$5,000 or
more;
(3) An administrative proceeding, as defined in paragraph 5 of this award termand
condition, that resulted in a finding of fault and liability and your payment of
either a monetary fine or penalty of$5,000 or more or reimbursement,
restitution, or damages in excess of$100,000; or
(4) Any other criminal, civil, or administrative proceeding if:
(i) It could have led to an outcome described in paragraph 2.c.(1), (2),or
(3) of this award term and condition;
(ii) It had a different disposition arrived at by consent or compromise with an
acknowledgement of fault on your part; and
(iii) The requirement in this award term and condition to disclose information
about the proceeding does not conflict with applicable laws and
regulations.
Page 6 of 17
Exhibit C
3. Reporting Procedures
Enter in the SAM Entity Management area the information that SAM requires about each
proceeding described in section 2 of this award term and condition. You do not need to submit
the information a second time under assistance awards that you received if you already provided
the information through SAM because you were required to do so under federal procurement
contracts that you were awarded.
4. Reporting Frequency
During any period of time when you are subject to this requirement in section 1 of this award
term and condition, you must report proceedings information through SAM for the most recent
five year period, either to report new information about any proceeding(s) that you have not
reported previously or affirm that there is no new information to report. Recipients that have
federal contract, grant, and cooperative agreement awards with a cumulative total value greater
than $10,000,000 must disclose semiannually any information about the criminal, civil, and
administrative proceedings.
5. Definitions
For purposes of this award term and condition:
a. Administrative proceeding means a non-judicial process that is adjudicatory in nature in order
to make a determination of fault or liability (e.g., Securities and Exchange Commission
Administrative proceedings, Civilian Board of Contract Appeals proceedings, and Armed
Services Board of Contract Appeals proceedings). This includes proceedings at the federal
and state level but only in connection with performance of a federal contract or grant. It does
not include audits, site visits, corrective plans, or inspection of deliverables.
b. Conviction, for purposes of this award term and condition, means a judgment or conviction
of a criminal offense by any court of competent jurisdiction, whether entered upon a verdict
or a plea, and includes a conviction entered upon a plea of nolocontendere.
c. Total value of currently active grants, cooperative agreements, and procurement
contracts includes—
(1) Only the federal share of the funding under any federal award with a recipient cost
share or match;
(2) The value of all expected funding increments under a federal award and options,
even if not yet exercised.
Page 7 of 17
Exhibit C
GENERAL REQUIREMENTS
Termination (45 CFR Part 75.372) applies to this award and states, in part, the following:
(a) This award may be terminated in whole or in part:
(1) By the HHS awarding agency or pass-through entity, if a non-Federal entity fails to comply with
the terms and conditions of a Federal award;
(2) By the HHS awarding agency or pass-through entity for cause;
(3) By the HHS awarding agency or pass-through entity with the consent of the non-Federal entity,
in which case the two parties must agree upon the termination conditions, including the effective
date and, in the case of partial termination, the portion to be terminated;
(4) By the non-Federal entity upon sending to the HHS awarding agency or pass-through entity
written notification setting forth the reasons for such termination, the effective date, and, in the
case of partial termination, the portion to be terminated. However, if the Federal awarding agency
or pass-through entity determines in the case of partial termination that the reduced or modified
portion of the Federal award or subaward will not accomplish the purposes for which the Federal
award was made, the HHS awarding agency or pass-through entity may terminate the Federal
award in its entirety.
Travel Cost: In accordance with HHS Grants Policy Statement, travel costs are allowable when
the travel will provide a direct benefit to the project or program. To prevent disallowance of cost,
the recipient is responsible for ensuring travel costs are clearly stated in their budget narrative
and are applied in accordance with their organization's established travel policies and procedures.
The recipient's established travel policies and procedures must also meet the requirements of 45
CFR Part 75.474.
Food and Meals: Costs associated with food or meals are allowable when consistent with
applicable federal regulations and HHS policies. See
https://www.hhs.gov/grants/contracts/contract-policies-regulations/spending-on-food/index.html.
In addition, costs must be clearly stated in the budget narrative and be consistent with
organization approved policies. Recipients must make a determination of reasonableness and
organization approved policies must meet the requirements of 45 CFR Part 75.432.
Prior Approval: All requests which require prior approval, must bear the signature (or electronic
authorization) of the authorized organization representative. The recipient must submit these
requests no later than 120 days prior to the budget period's end date. Additionally, any requests
involving funding issues must include an itemized budget and a narrative justification of the
request.
The following types of requests are examples of actions that require prior approval, unless an
expanded authority, or conversely a high risk condition, is explicitly indicated in the NOA.
• Use of unobligated funds from prior budget period(Carryover)
• Lift funding restriction
• Significant redirection of funds (i.e., cumulative changes of 25% of total award)
Page 8 of 17
Exhibit C
• Change in scope
• Implement a new activity or enter into a sub-award that is not specified in the approved
budget
• Apply for supplemental funds
• Extensions to period of performance
Templates for prior approval requests can be found at:
https://www.cdc.gov/qrants/already-have-grant/PriorApprovalReguests.html.
Additional information on the electronic grants administration system CDC non-research awards
utilize, Grants Solutions, can be found at: https://www.cdc.gov/grants/grantsolutions/index.html.
Key Personnel: In accordance with 45 CFR Part 75.308, CDC recipients must obtain prior approval
from CDC for (1) change in the project director/principal investigator, authorized organizational
representative, business official, financial director, or other key persons specified in the NOFO,
application or award document; and (2) the disengagement from the project for more than three
months, or a 25 percent reduction in time devoted to the project, by the approved project director or
principal investigator.
Inventions: Acceptance of grant funds obligates recipients to comply with the standard patent
rights clause in 37 CFR Part 401.14.
Acknowledgment of Federal Funding: When issuing statements, press releases, publications,
requests for proposal, bid solicitations and other documents --such as tool-kits, resource guides,
websites, and presentations (hereafter"statements")--describing the projects or programs funded in
whole or in part with U.S. Department of Health and Human Services (HHS) federal funds, the
recipient must clearly state:
1. the percentage and dollar amount of the total costs of the program or project funded
with federal money; and,
2. the percentage and dollar amount of the total costs of the projector program funded
by non-governmental sources.
When issuing statements resulting from activities supported by HHS financial assistance, the
recipient entity must include an acknowledgement of federal assistance using one of the following
or a similar statement.
If the HHS Grant or Cooperative Agreement is NOT funded with other non-governmental sources:
This [project/publication/program/website, etc.] [is/was] supported by the Centers for
Disease Control and Prevention of the U.S. Department of Health and Human Services
(HHS) as part of a financial assistance award totaling $XX with 100 percent funded by
CDC/HHS. The contents are those of the author(s) and do not necessarily represent the
official views of, nor an endorsement, by CDC/HHS, or the U.S. Government.
If the HHS Grant or Cooperative Agreement IS partially funded with other non-governmental
sources:
Page 9 of 17
Exhibit C
This [project/publication/program/website, etc.] [is/was] supported by the Centers for
Disease Control and Prevention of the U.S. Department of Health and Human Services
(HHS) as part of a financial assistance award totaling $XX with XX percentage funded by
CDC/HHS and $XX amount and XX percentage funded by non- government source(s). The
contents are those of the author(s) and do not necessarily represent the official views of,
nor an endorsement, by CDC/HHS, or the U.S. Government.
The federal award total must reflect total costs (direct and indirect)for all authorized funds
(including supplements and carryover) for the total competitive segment up to the time of the
public statement.
Any amendments by the recipient to the acknowledgement statement must be coordinated with
the HHS Awarding Agency.
If the recipient plans to issue a press release concerning the outcome of activities supported by
HHS financial assistance, it should notify the HHS Awarding Agency in advance to allow for
coordination.
Copyright Interests Provision: This provision is intended to ensure that the public has access to
the results and accomplishments of public health activities funded by CDC. Pursuant to applicable
grant regulations and CDC's Public Access Policy, Recipient agrees to submit into the National
Institutes of Health (NIH) Manuscript Submission (NIHMS) system an electronic version of the final,
peer-reviewed manuscript of any such work developed under this award upon acceptance for
publication, to be made publicly available no later than 12 months after the official date of
publication. Also, at the time of submission, Recipient and/or the Recipient's submitting author
must specify the date the final manuscript will be publicly accessible through PubMed Central
(PMC). Recipient and/or Recipient's submitting author must also post the manuscript through PMC
within twelve (12) months of the publisher's official date of final publication; however, the author is
strongly encouraged to make the subject manuscript available as soon as possible. The recipient
must obtain prior approval from the CDC for any exception to this provision.
The author's final, peer-reviewed manuscript is defined as the final version accepted for journal
publication and includes all modifications from the publishing peer review process, and all graphics
and supplemental material associated with the article. Recipient and its submitting authors working
under this award are responsible for ensuring that any publishing or copyright agreements
concerning submitted article reserve adequate right to fully comply with this provision and the
license reserved by CDC. The manuscript will be hosted in both PMC and the CDC Stacks
institutional repository system. In progress reports for this award, recipient must identify publications
subject to the CDC Public Access Policy by using the applicable NIHMS identification number for up
to three (3) months after the publication date and the PubMed Central identification number
(PMCID) thereafter.
Disclaimer for Conference/Meeting/Seminar Materials: If a conference/meeting/seminar is
funded by a grant, cooperative agreement, sub-grant and/or a contract, the recipient must include
the following statement on conference materials, including promotional materials, agenda, and
internet sites:
Page 10 of 17
Exhibit C
Funding for this conference was made possible (in part) by the Centers for Disease
Control and Prevention. The views expressed in written conference materials or
publications and by speakers and moderators do not necessarily reflect the official
policies of the Department of Health and Human Services, nor does the mention of trade
names, commercial practices, or organizations imply endorsement by the U.S.
Government.
Logo Use for Conference and Other Materials: Neither the Department of Health and Human
Services (HHS) nor the CDC logo may be displayed if such display would cause confusion as to the
funding source or give false appearance of Government endorsement. Use of the HHS name or
logo is governed by U.S.C. Part 1320b-10, which prohibits misuse of the HHS name and emblem in
written communication. A non-federal entity is not authorized to use the HHS name or logo
governed by U.S.C. Part 1320b-10. The appropriate use of the HHS logo is subject to review and
approval of the HHS Office of the Assistant Secretary for Public Affairs (OASPA). Moreover, the
HHS Office of the Inspector General has authority to impose civil monetary penalties for violations
(42 CFR Part 1003).
Additionally, the CDC logo cannot be used by the recipient without the express, written consent of
CDC. The Program Official/Project Officer identified in the NOA can assist with facilitating such a
request. It is the responsibility of the recipient to request consent for use of the logo in sufficient
detail to ensure a complete depiction and disclosure of all uses of the Government logos. In all
cases for utilization of Government logos, the recipient must ensure written consent is received.
Further, the HHS and CDC logo cannot be used by the recipient without a license agreement
setting forth the terms and conditions of use.
Equipment and Products: To the greatest extent practical, all equipment and products purchased
with CDC funds should be American-made. CDC defines equipment as tangible non- expendable
personal property (including exempt property) charged directly to an award having a useful life of
more than one year AND an acquisition cost of$5,000 or more per unit. However, consistent with
recipient policy, a lower threshold may be established. Please provide the information to the
Grants Management Officer to establish a lower equipment threshold to reflect your organization's
policy.
The recipient may use its own property management standards and procedures, provided it
observes provisions in applicable grant regulations found at 45 CFR Part 75.
Federal Information Security Management Act (FISMA): All information systems, electronic or
hard copy, that contain federal data must be protected from unauthorized access. This standard
also applies to information associated with CDC grants. Congress and the OMB have instituted
laws, policies and directives that govern the creation and implementation of federal information
security practices that pertain specifically to grants and contracts. The current regulations are
pursuant to the Federal Information Security Management Act (FISMA), Title III of the E-
Government Act of 2002, PL 107-347.
FISMA applies to CDC recipients only when recipients collect, store, process, transmit or use
information on behalf of HHS or any of its component organizations. In all other cases, FISMA is
not applicable to recipients of grants, including cooperative agreements. Under FISMA, the
Page 11 of 17
Exhibit C
recipient retains the original data and intellectual property, and is responsible for the security of
these data, subject to all applicable laws protecting security, privacy, and research. If/When
information collected by a recipient is provided to HHS, responsibility for the protection of the HHS
copy of the information is transferred to HHS and it becomes the agency's responsibility to protect
that information and any derivative copies as required by FISMA. For the full text of the
requirements under Federal Information Security Management Act (FISMA), Title III of the E-
Government Act of 2002 Pub. L. No. 107-347, please review the following website:
https://www.govi nfo.gov/content/pkg/PLAW-107pu bl347/pdf/P LAW-107publ347.pdf.
Pilot Program for Enhancement of Contractor Employee Whistleblower Protections:
Recipients are hereby given notice that the 48 CFR section 3.908, implementing section 828,
entitled "Pilot Program for Enhancement of Contractor Employee Whistleblower Protections," of
the National Defense Authorization Act (NDAA) for Fiscal Year (FY) 2013 (Pub. L. 112- 239,
enacted January 2, 2013), applies to this award.
Federal Acquisition Regulations
As promulgated in the Federal Register, the relevant portions of 48 CFR section 3.908 read as
follows (note that use of the term "contract," "contractor," "subcontract," or "subcontractor" for the
purpose of this term and condition, should be read as "grant," "recipient," "subgrant," or
11subrecipient"):
3.908 Pilot program for enhancement of contractor employee whistleblower protections.
3.908-1 Scope of section.
(a) This section implements 41 U.S.C. 4712.
(b) This section does not apply to-
(1) DoD, NASA, and the Coast Guard; or
(2) Any element of the intelligence community, as defined in section 3(4) of the National
Security Act of 1947 (50 U.S.C. 3003(4)). This section does not apply to any
disclosure made by an employee of a contractor or subcontractor of an element of the
intelligence community if such disclosure-
(i) Relates to an activity of an element of the intelligence community;or
(ii) Was discovered during contract or subcontract services provided to an element
of the intelligence community.
3.908-2 Definitions.
As used in this section-
"Abuse of authority"means an arbitrary and capricious exercise of authority that is inconsistent with the
mission of the executive agency concerned or the successful performance of a contract of such
agency.
"Inspector General" means an Inspector General appointed under the Inspector General Act of 1978
and any Inspector General that receives funding from, or has oversight over contracts awarded for, or
on behalf of, the executive agency concerned.
3.908-3 Policy.
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Exhibit C
(a) Contractors and subcontractors are prohibited from discharging, demoting, or otherwise
discriminating against an employee as a reprisal for disclosing, to any of the entities listed at
paragraph (b) of this subsection, information that the employee reasonably believes is
evidence of gross mismanagement of a federal contract, a gross waste of federal funds, an
abuse of authority relating to a federal contract, a substantial and specific danger to public
health or safety, or a violation of law, rule, or regulation related to a federal contract (including
the competition for or negotiation of a contract). A reprisal is prohibited even if it is undertaken
at the request of an executive branch official, unless the request takes the form of a non-
discretionary directive and is within the authority of the executive branch official making the
request.
(b) Entities to whom disclosure maybe made.
(1) A Member of Congress or a representative of a committee ofCongress.
(2) An Inspector General.
(3) The Government Accountability Office.
(4) A federal employee responsible for contract oversight or management at the
relevant agency.
(5) An authorized official of the Department of Justice or other lawenforcement agency.
(6) A court or grand jury.
(7) A management official or other employee of the contractor or subcontractor who has
the responsibility to investigate, discover, or address misconduct.
(c) An employee who initiates or provides evidence of contractor or subcontractor misconduct in
any judicial or administrative proceeding relating to waste, fraud, or abuse on a federal
contract shall be deemed to have made a disclosure.
3.908-9 Contract clause.
Contractor Employee Whistleblower Rights and Requirement to Inform Employees of
Whistleblower Rights (Sept. 2013)
(a) This contract and employees working on this contract will be subject to the whistleblower
rights and remedies in the pilot program on Contractor employee whistleblower protections
established at 41 U.S.C. 4712 by section 828 of the National Defense Authorization Act for
Fiscal Year 2013 (Pub. L. 112-239) and FAR 3.908.
(b) The Contractor shall inform its employees in writing, in the predominant language of the
workforce, of employee whistleblower rights and protections under 41 U.S.C. 4712, as
described in section 3.908 of the Federal Acquisition Regulation.
(c) The Contractor shall insert the substance of this clause, including this paragraph (c), in all
subcontracts over the simplified acquisition threshold.
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Exhibit C
PAYMENT INFORMATION
Fraud Waste or Abuse: The HHS Office of the Inspector General (OIG) maintains a toll-free
number (1-800-HHS-TIPS [1-800-447-8477]) for receiving information concerning fraud, waste, or
abuse under grants and cooperative agreements. Information also may be submitted by e-mail to
hhstips .oig.hhs.gov or by mail to Office of the Inspector General, Department of Health and
Human Services, Attn: HOTLINE, 330 Independence Ave., SW, Washington DC 20201. Such
reports are treated as sensitive material and submitters may decline to give their names if they
choose to remain anonymous.
Automatic Drawdown (Direct/Advance Payments): Payments under CDC awards will be made
available through the Department of Health and Human Services (HHS) Payment Management
System (PMS), under automatic drawdown, unless specified otherwise in the NOA. Recipients must
comply with requirements imposed by the PMS on-line system. Questions concerning award
payments or audit inquiries should be directed to the payment management services office.
PMS Website: https://pms.psc.gov/ PMS
Phone Support: +1(877)614-5533
PMS Email Support: PMSSupport(abpsc.gov
Payment Management System Subaccount: Funds awarded in support of approved activities
will be obligated in an established subaccount in the PMS. Funds must be used in support of
approved activities in the NOFO and the approved application. All award funds must be tracked
and reported separately.
Exchange Rate: All requests for funds contained in the budget, shall be stated in U.S. dollars.
Once an award is made, CDC will generally not compensate foreign recipients for currency
exchange fluctuations through the issuance of supplemental awards.
Acceptance of the Terms of an Award: By drawing or otherwise obtaining funds from PMS, the
recipient acknowledges acceptance of the terms and conditions of the award and is obligated to
perform in accordance with the requirements of the award. If the recipient cannot accept the terms,
the recipient should notify the Grants Management Officer within thirty (30) days of receipt of the
NOA.
Certification Statement: By drawing down funds, the recipient certifies that proper financial
management controls and accounting systems, to include personnel policies and procedures,
have been established to adequately administer federal awards and funds drawn down.
Recipients must comply with all terms and conditions in the NOFO, outlined in their NOA,
grant policy terms and conditions contained in applicable HHS Grant Policy Statements, and
requirements imposed by program statutes and regulations and HHS grants administration
regulations, as applicable; as well as any regulations or limitations in any applicable
appropriations acts.
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Exhibit C
CLOSEOUT REQUIREMENTS
Recipients must submit all closeout reports identified in this section within 90 days of the period of
performance end date. The reporting timeframe is the full period of performance. If the recipient does
not submit all reports in accordance with this section and the terms and conditions of the Federal
Award, CDC may proceed to close out with the information available within one year of the period of
performance end date unless otherwise directed by authorizing statutes. Failure to submit timely and
accurate final reports may affect future funding to the organization or awards under the direction of
the same Project Director/Principal Investigator (PD/PI).
Final Performance Progress and Evaluation Report (PPER): This report should include the
information specified in the NOFO and is submitted upon solicitation from the GMS/GMO via
www.grantsolutions.gov. At a minimum, the report will include the following:
• Statement of progress made toward the achievement of originally stated aims;
• Description of results (positive or negative) considered significant;and
• List of publications resulting from the project, with plans, if any, for further publication.
All manuscripts published as a result of the work supported in part or whole by the grant must be
submitted with the performance progress reports.
Final Federal Financial Report (FFR, SF-425): The FFR should only include those funds
authorized and expended during the timeframe covered by the report. The Final FFR, SF-425 is
required and must be submitted no later than 90 days after the period of performance end date
through recipient online accounts in the Payment Management System. The final FFR will
consolidate data reporting responsibilities to one entry point within PMS which will assist with the
reconciliation of expenditures and disbursements to support the timely close-out of grants.
The final FFR must indicate the exact balance of unobligated funds and may not reflect any
unliquidated obligations. Remaining unobligated funds will be de-obligated and returned
to the U.S. Treasury.
Every recipient should already have a PMS account to allow access to complete the SF-425.
Additional guidance on submission of Federal Financial Reports can be found at
https://www.cdc.gov/grants/documents/change-in-federal-reporting-fy-2021-recipients.pdf.
Equipment and Supplies -Tangible Personal Property Report (SF-428): A completed Tangible
Personal Property Report SF-428 and Final Report SF-428B addendum must be submitted, along
with any Supplemental Sheet SF-428S detailing all major equipment acquired or furnished under
this project with a unit acquisition cost of$5,000 or more. Electronic versions of the forms can be
downloaded by visiting: https://www.grants.gov/web/grants/forms/post-award- reportinq-
forms.html#sortby=1.
If no equipment was acquired under an award, a negative report is required. The recipient must
identify each item of equipment that it wishes to retain for continued use in accordance with 45
CFR Part 75. The awarding agency may exercise its rights to require the transfer of equipment
purchased under the assistance award. CDC will notify the recipient if transfer to title will be
Page 15 of 17
Exhibit C
required and provide disposition instruction on all major equipment.
Equipment with a unit acquisition cost of less than $5,000 that is no longer to be used in projects or
programs currently or previously sponsored by the federal government may be retained, sold, or
otherwise disposed of, with no further obligation to the federal government.
CDC STAFF RESPONSIBILITIES
Roles and Responsibilities: Grants Management Specialists/Officers (GMO/GMS) and
Program Officials (PO) work together to award and manage CDC grants and cooperative
agreements. From the pre-planning stage to closeout of an award, grants management and
program staff have specific roles and responsibilities for each phase of the grant cycle. Award
specific terms and conditions will include contact information for the PO/GMO/GMS.
Program Official: The PO is the federal official responsible for monitoring the programmatic,
scientific, and/or technical aspects of grants and cooperative agreements including:
• The development of programs and NOFOs to meet the CDC's mission;
• Providing technical assistance to applicants in developing their applications, e.g.,
explanation of programmatic requirements, regulations, evaluation criteria, and guidance
to applicants on possible linkages with other resources;
• Providing technical assistance to recipients in the performance of their project;and
• Post-award monitoring of recipient performance such as review of progress reports,
review of prior approval requests, conducting site visits, and other activities
complementary to those of the GMO/GMS.
For Cooperative Agreements, substantial involvement is required from CDC. The PO is the federal
official responsible for the collaboration or participation in carrying out the effort under the award.
Substantial involvement will be detailed in the NOFO and award specific terms and conditions and
may include, but is not limited to:
• Review and approval of one stage of work before work can begin on a subsequent stage;
• Review and approval of substantive programmatic provisions of proposed subawards
or contracts(beyond existing federal review of procurement or sole source policies);
• Involvement in the selection of key relevant personnel;
• CDC and recipient collaboration or joint participation; and
• Implementing highly prescriptive requirements prior to award limiting recipient discretion
with respect to scope of services, organizational structure, staffing, mode of operation,
and other management processes.
Grants Management Officer: The GMO is the only official authorized to obligate federal funds
and is responsible for signing the NOA, including revisions to the NOA that change the terms and
conditions. The GMO serves as the counterpart to the business officer of the recipient
organization. The GMO is the federal official responsible for the business and other non-
programmatic aspects of grant awards including:
• Determining the appropriate award instrument, i.e., grant or cooperative agreement;
Page 16 of 17
Exhibit C
• Determining if an application meets the requirements of the NOFO;
• Ensuring objective reviews are conducted in an above-the-board manner and according to
guidelines set forth in grants policy;
• Ensuring recipient compliance with applicable laws, regulations, and policies;
• Negotiating awards, including budgets;
• Responding to recipient inquiries regarding the business and administrative aspects of an
award;
• Providing recipients with guidance on the closeout process and administering the closeout
of grants;
• Receiving and processing reports and prior approval requests such as changes in funding,
budget redirection, or changes to the terms and conditions of an award; and
• Maintaining the official grant file and program book.
Grants Management Specialist: The GMS is the federal staff member responsible for the day-
to-day management of grants and cooperative agreements. The GMS is the primary contact of
recipients for business and administrative matters pertinent to grant awards. Many of the
functions described in the GMO section are performed by the GMS, on behalf of the GMO.
Page 17 of 17
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).
Page 1 of 2
EXHIBIT D
(1)Company Board Member Information:
Name: Date:
Job Title:
(2)Company/Agency Name and Address:
(3) Disclosure(Please describe the nature of the self-dealing transaction you are a party to):
(4) Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233(a):
(5)Authorized Signature
Signature: Date:
Page 2 of 2