HomeMy WebLinkAboutOmni Family Health-Collaborating for Wellness Grant Program_A-22-549.pdf COU Y Count of Fresno Hall of Records, Room 301
2281 Tulare Street
Fresno,California
(9 Board of Supervisors 93721-2198
O� 1856 O Telephone:(559)600-3529
Minute Order Toll Free: 1-800-742-1011
www.co.fresno.ca.us
November 29, 2022
Present: 5- Supervisor Steve Brandau, Supervisor Nathan Magsig, Supervisor Buddy Mendes,
Chairman Brian Pacheco, and Vice Chairman Sal Quintero
Agenda No. 49. Public Health File ID: 22-1160
Re: Approve and authorize the Chairman to execute a retroactive Agreement with Omni Family Health to
provide services for improving prevention and management of heart disease and stroke through
implementation of clinic-based strategies and community-clinical linkages to the Department of Public
Health,Collaborating for Wellness grant program, effective September 30,2022 through September 29,
2023,total not to exceed$160,000
APPROVED AS RECOMMENDED
Ayes: 5- Brandau, Magsig, Mendes, Pacheco, and Quintero
Agreement No. 22-549
County of Fresno Page 50
co
Board Agenda Item 49
0 1856�o
FRE`'
DATE: November 29, 2022
TO: Board of Supervisors
SUBMITTED BY: David Luchini, RN, PHN, Director, Department of Public Health
SUBJECT: Retroactive Agreement with Omni Family Health
RECOMMENDED ACTION(S):
Approve and authorize the Chairman to execute a retroactive Agreement with Omni Family Health
to provide services for improving prevention and management of heart disease and stroke
through implementation of clinic-based strategies and community-clinical linkages to the
Department of Public Health, Collaborating for Wellness grant program, effective September 30,
2022 through September 29, 2023,total not to exceed $160,000.
There is no additional Net County Cost associated with the recommended action. Approval of the
recommended agreement with Omni Family Health will allow the Department of Public Health's
(Department)Collaborating for Wellness grant program to continue to meet the Centers for Disease Control
and Prevention (CDC) requirements to work with a local, federally qualified health care center that has an
ongoing hypertension program to compliment, not duplicate,their current blood pressure improvement
program. This item is countywide.
ALTERNATIVE ACTION(S):
Should your Board not approve the recommended action, the Department would be unable to fulfil grant
activities for services that improve the prevention and management of heart disease and stroke. These
activities include engaging non-physician team members in hypertension and cholesterol management,
promoting medication therapy management, and referring to interventions that improve blood pressure
control. The Department would need to follow other processes to compensate Omni for services already
rendered after September 30, 2022.
RETROACTIVE AGREEMENT:
The current Agreement(A-21-544)was effective December 14, 2021 through September 29, 2022 and
included an optional 12-month extension period, upon written approval by both parties no later than 30 days
prior to the first day of the next 12-month extension period. Due to vendor oversight, the letter to extend was
not signed and returned within the timeframe included in the terms of the original agreement, resulting in the
agreement expiring and subsequent need to enter into a new agreement. Approval of the recommended
Agreement would eliminate a gap in the required services and ensure the scheduled activities will continue
to be met for the duration of the agreement.
FISCAL IMPACT:
There is no increase in Net County Cost associated with the recommended action. The recommended
agreement is fully funded with the CDC cooperative grant DP18-1817, entitled Innovative State and Local
County of Fresno Page 1 File Number.22-1160
File Number:22-1160
Public Health Strategies to Prevent and Manage Diabetes and Heart Disease and Stroke. Maximum
compensation is$160,000 for the 12-month period. Sufficient appropriations and estimated revenues are
included in the Department's Org 5620 FY 2022-23 Adopted Budget and subsequent fiscal year budget
requests.
DISCUSSION:
Since 2019, the Department's Collaborating for Wellness grant program has received a Cooperative
Agreement Award with the CDC for Innovative State and Local Public Health Strategies to Prevent and
Manage Diabetes and Heart Disease and Stroke program. The purpose of the Federally funded program is
to improve, prevent, and manage heart disease and stroke through implementation of clinic-based activities
and promoting opportunities for community clinical linkages in high-burden populations. Strategies for this
program include identifying patients with undiagnosed hypertension, promoting lifestyle change programs,
engaging non-physician team members, and working with local pharmacists to promote medication therapy
management to improve patients' health.
On December 14, 2021, the County entered into Agreement No. 21-544 with Omni to engage patients who
have uncontrolled hypertension to use self-measured blood pressure devices to improve their health.
Agreement 21-544 had an initial term of approximately nine months and included one optional one-year
extension upon written approval of both parties no later than 30 days prior to the first day of the next
12-month extension period. Omni has provided satisfactory services throughout the initial term and the
Department and Omni both intended to utilize the one-year extension period beginning September 30, 2022.
Unfortunately, due to an oversight the extension letter was not signed by Omni within the terms of the
original agreement which resulted in the agreement expiring on September 29, 2022.
The term of the proposed agreement is for one year, retroactive to September 30, 2022 through September
29, 2023, consistent with the original term of agreement 21-544.
If approved, the proposed agreement would allow Omni to continue providing hypertension improvement
program services to the Department, subject to the same terms and conditions of the original agreement
21-544. The Department anticipates the need for these services to continue through September 2023 and
therefore recommends approval of the proposed agreement, retroactive to September 30, 2022 through
September 29, 2023.
REFERENCE MATERIAL:
BAI #71, December 14, 2021
BAI #48, February 26, 2019
ATTACHMENTS INCLUDED AND/OR ON FILE:
On file with Clerk-Agreement with Omni Family Health
CAO ANALYST:
Ron Alexander
County of Fresno page 2 File Number:22-1160
Hgreemeni iw. z/--o4;1
1 AGREEMENT
2 THIS AGREEMENT is made and entered into this 29 day of November , 2022, by
3 and between the COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter
4 referred to as "COUNTY", and Omni Family Health, a California Private-Not-for-Profit corporation, whose
5 address is 4900 California Avenue, Suite 400, Bakersfield, CA 93309, hereinafter referred to as
6 "CONTRACTOR".
7 WITNESSETH:
8 WHEREAS, COUNTY and CONTRACTOR entered into Agreement number A-21-544, dated
9 December 14, 2021, hereinafter referred to as "Agreement", pursuant to which CONTRACTOR agreed
10 to provide services for improving prevention and management of heart disease and stroke through
11 implementation of clinic-based strategies and community-clinical linkages for COUNTY's Collaborating
12 for Wellness grant program; and
13 WHEREAS, the parties desire to execute this Agreement effective retroactive to September 30,
14 2022 to evidence the intent and actions of the parties based on the terms and conditions of the
15 Original Agreement.
16 NOW, THERERFORE, in consideration of the mutual covenants, terms and conditions herein
17 contained, the parties agree as follows:
18 1. Notwithstanding anything to the contrary in the Original Agreement, the Original
19 Agreement is attached hereto, as Exhibit AO-Original Agreement, and incorporated herein as though
20 its terms and conditions are fully set forth below, and together with the terms and conditions set forth
21 below, constitute the entire agreement and understanding between CONTRACTOR and COUNTY
22 concerning the subject matter hereof for the term hereof, and supersede all previous negotiations,
23 proposals, commitments, writings, advertisements, publications and understandings of any nature
24 whatsoever unless expressly included in and modified by this Agreement.
25 2. TERM: The term of this Agreement shall commence September 30, 2022 and shall
26 continue in full force and effect through September 29, 2023.
27 3. COMPENSATION/INVOICING:
28 COUNTY agrees to pay CONTRACTOR and CONTRACTOR agrees to receive
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1 compensation as described in Exhibit 131-Budget, attached hereto and incorporated herein by this
2 reference. CONTRACTOR shall submit monthly invoices to the County of Fresno Department of
3 Public Health within thirty (30) days of the end of the preceding month. CONTRACTOR invoices shall
4 include all proper supporting documentation, including but not limited to receipts, invoices and work
5 orders.
6 A. For the period beginning December 14, 2021 through September 29, 2022, in
7 no event shall services performed under this Agreement be in excess of One Hundred Ninety
8 Thousand and No/100 ($190,000.00) Dollars.
9 For the period beginning September 30, 2022 through September 29, 2023, in
10 no event shall services performed under this Agreement be in excess of One Hundred Sixty Thousand
11 and No/100 ($160,000.00) Dollars.
12 In no event shall the maximum contract amount, for the full contract term upon
13 execution of this Agreement through September 29, 2023, for all the services provided by the
14 CONTRACTOR to COUNTY under the terms and conditions of this Agreement be in excess of Three
15 Hundred Fifty Thousand and No/100 ($350,000.00) Dollars during the total term of this Agreement. It
16 is understood that all expenses incidental to CONTRACTOR'S performance of services under this
17 Agreement shall be borne by CONTRACTOR.
18 B. Payments by COUNTY shall be in arrears, for services provided during the
19 preceding month, within forty-five (45) days after receipt and verification of CONTRACTOR's invoices
20 by COUNTY's Department of Public Health. If CONTRACTOR should fail to comply with any provision
21 of this Agreement, COUNTY shall be relieved of its obligation for further compensation.
22 C. COUNTY shall not be obligated to make any payments under this Agreement if
23 the request for payment is received by the COUNTY more than forty-five (45) days after this
24 Agreement has terminated or expired.
25 D. CONTRACTOR shall be held financially liable for any and all future
26 disallowances/audit exceptions due to CONTRACTOR's deficiency discovered through the State audit
27 process. At COUNTY's election, the disallowed amount will be remitted within forty-five (45) days to
28 COUNTY upon notification or shall be withheld from subsequent payments to CONTRACTOR.
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1 E. CONTRACTOR shall submit monthly invoices, by the thirtieth (30th) day of each
2 month for the prior month's services, to the County of Fresno, Department of Public Health, Attention:
3 Division of Health Policy and Wellness—Staff Analyst, P.O. Box 11867, Fresno, CA 93775-1800.
4 Invoices shall detail services specified in Exhibit B1.
5 4. All references in the Original Agreement to "Exhibit B-Budget" shall be changed to state
6 "Exhibit B1-Budget".
7 5. Because this Agreement is effective retroactive to September 30, 2022, any services
8 that have been performed, prior to the execution of this Agreement are hereby approved and ratified
9 by the parties. Except as modified herein, the terms and conditions of the Original Agreement are
10 ratified and restated herein in full, and all remaining terms and conditions contained in the Original
11 Agreement, that are not modified herein, shall remain in full force and effect during the term of this
12 Agreement.
13 6. ELECTRONIC SIGNATURE: The parties agree that this Agreement may be executed
14 by electronic signature as provided in this section. An "electronic signature" means any symbol or
15 process intended by an individual signing this Agreement to represent their signature, including but not
16 limited to (1) a digital signature; (2) a faxed version of an original handwritten signature; or (3) an
17 electronically scanned and transmitted (for example by PDF document) of a handwritten signature.
18 Each electronic signature affixed or attached to this Agreement (1) is deemed equivalent to a valid
19 original handwritten signature of the person signing this Agreement for all purposes, including but not
20 limited to evidentiary proof in any administrative or judicial proceeding, and (2) has the same force and
21 effect as the valid original handwritten signature of that person. The provisions of this section satisfy
22 the requirements of Civil Code section 1633.5, subdivision (b), in the Uniform Electronic Transaction
23 Act (Civil Code, Division 3, Part 2, Title 2.5, beginning with section 1633.1). Each party using a digital
24 signature represents that it has undertaken and satisfied the requirements of Government Code
25 section 16.5, subdivision (a), paragraphs (1) through (5), and agree that each other party may rely
26 upon that representation. This Agreement is not conditioned upon the parties conducting the
27 transactions under it by electronic means and either party may sign this Agreement with an original
28 handwritten signature.
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ii
DocuSign Envelope ID:B065269D-5C7C-49EC-B1C6-4B6691767467
1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
2 year first hereinabove written.
3
4
5 CONTRACTOR COUNTY OF FRESNO
Omni Family Health
6 DocuSigned by:
7 3WAU& t,V' r YTI/I
8 f4f'f8T7'6ffibr, Sr. Director Corporate & Brian Pacheco, Chairman of the Board of
Governance Affairs Supervisors of the County of Fresno
9
10 DocuSigned by:
QuV'bf^a. lbawo'
11 8V6cpbbft16CSChief Human Resources Officer
12
13
14 4900 California Avenue, Suite 400,
15 Bakersfield, California 93309
Mailing Address
16
17 ATTEST:
Bernice E. Seidel
18 Clerk of the Board of Supervisors
FOR ACCOUNTING USE ONLY: County of Fresno, State of California
19
20 ORG No.: 56201554
Account No.:7295
21 Fund/Subclass.:0001/10000
22 BY
Deputy
23
24
25
SMA
26
27
28
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EXHIBIT AO-ORIGINAL AGREEMENT Agreement No. 21-544
1 AGREEMENT
2 THIS AGREEMENT is made and entered into this 14th day of December , 2021, by
3 and between the COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter
4 referred to as "COUNTY", and Omni Family Health, a California Private-Not-for-Profit corporation, whose
5 address is 4900 California Avenue, Suite 400, Bakersfield, CA 93309, hereinafter referred to as
6 "CONTRACTOR".
7 WITNESSETH:
8 WHEREAS, COUNTY, through its Department of Public Health (Department), is in need of a
9 qualified agency to provide services for improving prevention and management of heart disease and
10 stroke through implementation of clinic-based strategies and community-clinical linkages; and
11 WHEREAS, CONTRACTOR has the facilities, equipment, resources, and personnel skilled in the
12 provision of such services; and
13 WHEREAS, CONTRACTOR, is qualified and willing to provide such services, pursuant to the
14 terms and conditions of this Agreement.
15 NOW, THERERFORE, in consideration of the mutual covenants, terms and conditions herein
16 contained, the parties agree as follows:
17 1. OBLIGATIONS OF THE CONTRACTOR
18 CONTRACTOR shall perform all services and fulfill all responsibilities as described in Exhibit
19 A, attached hereto and incorporated herein by this reference, for the duration of this Agreement.
20 2. TERM:
21 The Agreement shall become effective upon execution and shall terminate on the 29th of
22 September 2022. This Agreement may be extended for one (1) additional consecutive twelve (12)
23 month period upon written approval of both parties no later than thirty (30) days prior to the first day of
24 the next twelve (12) month extension period. The Director of the Department of Public Health or his or
25 her designee is authorized to execute such written approval on behalf of COUNTY based on
26 CONRACTOR's satisfactory performance.
27 3. TERMINATION
28 A. Non-Allocation of Funds -The terms of this Agreement, and the services to be
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EXHIBIT AO-ORIGINAL AGREEMENT
1 provided hereunder, are contingent on the approval of funds by the appropriating government agency.
2 Should sufficient funds not be allocated, the services provided may be modified, or this Agreement
3 terminated, at any time by giving the CONTRACTOR thirty(30) days advance written notice.
4 B. Breach of Contract-The COUNTY may immediately suspend or terminate this
5 Agreement in whole or in part, where in the determination of the COUNTY there is:
6 1) An illegal or improper use of funds;
7 2) A failure to comply with any term of this Agreement;
8 3) A substantially incorrect or incomplete report submitted to the
9 COUNTY;
10 4) Improperly performed service.
11 In no event shall any payment by the COUNTY constitute a waiver by the
12 COUNTY of any breach of this Agreement or any default which may then exist on the part of the
13 CONTRACTOR. Neither shall such payment impair or prejudice any remedy available to the COUNTY
14 with respect to the breach or default. The COUNTY shall have the right to demand of the CONTRACTOR
15 the repayment to the COUNTY of any funds disbursed to the CONTRACTOR under this Agreement,
16 which in the judgment of the COUNTY were not expended in accordance with the terms of this
17 Agreement. The CONTRACTOR shall promptly refund any such funds upon demand or, at COUNTY's
18 option, such repayment shall be deducted from future payments owing to CONTRACTOR under this
19 Agreement.
20 C. Without Cause.- Under circumstances other than those set forth above, this
21 Agreement may be terminated by COUNTY upon the giving of thirty (30) days advance written notice of
22 an intention to terminate to CONTRACTOR. COUNTY'S DPH Director, or designee, is authorized to
23 execute such written notice on behalf of COUNTY.
24 4. COMPENSATION/INVOICING:
25 A. COUNTY agrees to pay CONTRACTOR and CONTRACTOR agrees to receive
26 maximum compensation as identified in Exhibit B, attached hereto and incorporated herein by this
27 reference.
28
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EXHIBIT AO-ORIGINAL AGREEMENT
1 For the period effective upon execution through September 29, 2022, in no
2 event shall actual services performed be in excess of One Hundred Ninety Thousand and No/100
3 Dollars ($190,000.00).
4 If this agreement is renewed for an additional one-year period pursuant to
5 Section 2, TERM, for the period September 30, 2022 through September 29, 2023, in no event shall
6 actual services performed be in excess of One Hundred Sixty Thousand and No/100 Dollars
7 ($160,000.00).
8 In no event shall services performed under this Agreement be in excess of
9 Three Hundred Fifty Thousand and No/100 Dollars ($350,000.00). It is understood that all expenses
10 incidental to CONTRACTOR's performance of services under this Agreement shall be borne by
11 CONTRACTOR.
12 B. Except as provided below regarding State and Federal payment delays,
13 payments shall be made by COUNTY to CONTRACTOR in arrears, for services provided during the
14 preceding month, within forty-five (45) days after the date of receipt, verification, and approval of
15 CONTRACTOR's monthly itemized invoices, by COUNTY's Department of Public Health.
16 C. COUNTY shall not be obligated to make any payments under this
17 Agreement if the request for payment is received by the COUNTY more than forty-five (45) days after
18 this Agreement has terminated or expired.
19 D. The contract maximum amount as identified in this Agreement and in
20 Exhibit B may be reduced based upon State and Federal funding availability. In the event of such
21 action, the COUNTY's Department of Public Health Director or designee shall notify the
22 CONTRACTOR in writing of the reduction in the maximum amount within thirty (30) days of
23 COUNTY's notification.
24 E. CONTRACTOR shall be held financially liable for any and all future
25 disallowances/audit exceptions due to CONTRACTOR's deficiency discovered through the State audit
26 process. At COUNTY's election, the disallowed amount will be remitted within forty-five (45) days to
27 COUNTY upon notification or shall be withheld from subsequent payments to CONTRACTOR. The
28 provisions of this Section 4.E shall survive termination of this Agreement.
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EXHIBIT AO-ORIGINAL AGREEMENT
1 5. INVOICING
2 CONTRACTOR shall submit to the COUNTY by the twentieth (20th) of each month a
3 detailed invoice for actual expenses incurred and services rendered, itemizing costs incurred in the
4 previous month electronically or by mail, to the County of Fresno, Department of Public Health,
5 Attention: Office of Health Policy and Wellness —CW Staff Analyst, P.O. Box 11867, Fresno, CA
6 93775-1800.
7 . Invoices shall detail line items as specified in Exhibit B, including original budget amount(s),
8 current month's expenses, year-to-date expenses, and budget balances. In addition, invoices shall
9 also include all supporting documentation including but not limited to copies of original statements,
10 program expense receipts, payroll records, mileage claims and documented administrative /overhead
11 costs. No reimbursement for services shall be made until invoices are received, reviewed and
12 approved by COUNTY's Department of Public Health.
13 6. FUNDING: Funding for this Agreement is provided through Department of Health and
14 Human Services, Centers for Disease Control and Prevention, Catalog of Federal Domestic
15 Assistance No. 93.435, Notice of Funding No. DP-18-1817, Grant No. 1 NU58DP006631-01-00.
16 7. INDEPENDENT CONTRACTOR: In performance of the work, duties and obligations
17 assumed by CONTRACTOR under this Agreement, it is mutually understood and agreed that
18 CONTRACTOR, including any and all of the CONTRACTOR'S officers, agents, and employees will at all
19 times be acting and performing as an independent contractor, and shall act in an independent capacity
20 and not as an officer, agent, servant, employee,joint venturer, partner, or associate of the COUNTY.
21 Furthermore, COUNTY shall have no right to control or supervise or direct the manner or method by
22 which CONTRACTOR shall perform its work and function. However, COUNTY shall retain the right to
23 administer this Agreement so as to verify that CONTRACTOR is performing its obligations in accordance
24 with the terms and conditions thereof.
25 CONTRACTOR and COUNTY shall comply with all applicable provisions of law and the rules and
26 regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof.
27 Because of its status as an independent contractor, CONTRACTOR shall have absolutely no right
28 to employment rights and benefits available to COUNTY employees. CONTRACTOR shall be solely liable
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EXHIBIT AO-ORIGINAL AGREEMENT
1 and responsible for providing to, or on behalf of, its employees all legally-required employee benefits. In
2 addition, CONTRACTOR shall be solely responsible and save COUNTY harmless from all matters
3 relating to payment of CONTRACTOR'S employees, including compliance with Social Security
4 withholding and all other regulations governing such matters. It is acknowledged that during the term of
5 this Agreement, CONTRACTOR may be providing services to others unrelated to the COUNTY or to this
6 Agreement.
7 8. MODIFICATION: Any matters of this Agreement may be modified from time to time by the
8 written consent of all the parties without, in any way, affecting the remainder. Changes to expense
9 category (i.e., Salary& Benefits, Operating Expenses, Labor, Travel, Other Costs, etc.)subtotals in the
10 budgets, as set forth in Exhibit B, that do not exceed 10% of the maximum compensation payable to the
11 CONTRACTOR may be made with the written approval of COUNTY's Department of Public Health
12 Director, or designee. Said modifications shall not result in any change to the maximum compensation
13 amount payable to CONTRACTOR, as stated in this Agreement.
14 CONTRACTOR hereby agrees that changes to the compensation under this Agreement may be
15 necessitated by a reduction in funding from State and/or Federal sources. The COUNTY's Department of
16 Public Health Director or designee may modify the maximum compensation depending on State and
17 Federal funding availability, as stated in Section Four(4), COMPENSATION in this Agreement.
18 CONTRACTOR further understands that this Agreement is subject to any restrictions, limitations, or
19 enactments of all legislative bodies which affect the provisions, term, or funding of this Agreement in any
20 manner.
21 9. NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this Agreement
22 nor their rights or duties under this Agreement without the prior written consent of the other party.
23 10. HOLD HARMLESS: CONTRACTOR agrees to indemnify, save, hold harmless, and at
24 COUNTY'S request, defend the COUNTY, its officers, agents, and employees from any and all costs and
25 expenses (including attorney's fees and costs), damages, liabilities, claims, and losses occurring or
26 resulting to COUNTY in connection with the performance, or failure to perform, by CONTRACTOR, its
27 officers, agents, or employees under this Agreement, and from any and all costs and expenses (including
28 attorney's fees and costs), damages, liabilities, claims, and losses occurring or resulting to any person,
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EXHIBIT AO-ORIGINAL AGREEMENT
1 firm, or corporation who may be injured or damaged by the performance, or failure to perform, of
2 CONTRACTOR, its officers, agents, or employees under this Agreement. The provisions of this Section 9
3 shall survive termination of this Agreement.
4 11. INSURANCE: Without limiting the COUNTY's right to obtain indemnification from
5 CONTRACTOR or any third parties, CONTRACTOR, at its sole expense, shall maintain in full force
6 and effect, the following insurance policies or a program of self-insurance, including but not limited to,
7 an insurance pooling arrangement or Joint Powers Agreement (JPA) throughout the term of the
8 Agreement:
9 A. Commercial General Liability
10 Commercial General Liability Insurance with limits of not less than Two Million
11 Dollars ($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00).
12 This policy shall be issued on a per occurrence basis. COUNTY may require specific coverages
13 including completed operations, products liability, contractual liability, Explosion-Collapse-Underground,
14 fire legal liability or any other liability insurance deemed necessary because of the nature of this contract.
15 B. Automobile Liability
16 Comprehensive Automobile Liability Insurance with limits of not less than One
17 Million Dollars ($1,000,000.00) per accident for bodily injury and for property damages. Coverage should
18 include any auto used in connection with this Agreement.
19 C. Professional Liability
20 If CONTRACTOR employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W.,
21 M.F.C.C.) in providing services, Professional Liability Insurance with limits of not less than One Million
22 Dollars ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) annual aggregate,
23 CONTRACTOR agrees that it shall maintain, at its sole expense, in full force and effect for a period of
24 three (3) years following the termination of this Agreement, one or more policies of professional liability
25 insurance with limits of coverage as specified herein.
26 D. Worker's Compensation
27 A policy of Worker's Compensation insurance as may be required by the California
28 Labor Code.
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EXHIBIT AO-ORIGINAL AGREEMENT
1 E. Molestation
2 Sexual abuse/molestation liability insurance with limits of not less than One Million
3 Dollars ($1,000,000.00) per occurrence. Two Million Dollars ($2,000,000.00) annual aggregate. This
4 policy shall be issued on a per occurrence basis.
5 Additional Requirements Relating to Insurance
6 CONTRACTOR shall obtain endorsements to the Commercial General Liability insurance
7 naming the County of Fresno, its officers, agents, and employees, individually and collectively, as
8 additional insured, but only insofar as the operations under this Agreement are concerned. Such
9 coverage for additional insured shall apply as primary insurance and any other insurance, or
10 self-insurance, maintained by COUNTY, its officers, agents and employees shall be excess only and not
11 contributing with insurance provided under CONTRACTOR's policies herein. This insurance shall not be
12 cancelled or changed without a minimum of thirty(30) days advance written notice given to COUNTY.
13 CONTRACTOR hereby waives its right to recover from COUNTY, its officers, agents, and
14 employees any amounts paid by the policy of worker's compensation insurance required by this
15 Agreement. CONTRACTOR is solely responsible to obtain any endorsement to such policy that may be
16 necessary to accomplish such waiver of subrogation, but CONTRACTOR's waiver of subrogation under
17 this paragraph is effective whether or not CONTRACTOR obtains such an endorsement.
18 Within Thirty (30) days from the date CONTRACTOR signs and executes this Agreement,
19 CONTRACTOR shall provide certificates of insurance and endorsement as stated above for all of the
20 foregoing policies, as required herein, to the County of Fresno, Department of Public Health, P.O. Box
21 11867, Fresno, CA 93775, Attention: Contracts Section—6th Floor, stating that such insurance coverage
22 have been obtained and are in full force; that the County of Fresno, its officers, agents and employees will
23 not be responsible for any premiums on the policies; that such Commercial General Liability insurance
24 names the County of Fresno, its officers, agents and employees, individually and collectively, as
25 additional insured, but only insofar as the operations under this Agreement are concerned; that such
26 coverage for additional insured shall apply as primary insurance and any other insurance, or
27 self-insurance, maintained by COUNTY, its officers, agents and employees, shall be excess only and not
28 contributing with insurance provided under CONTRACTOR's policies herein; and that this insurance shall
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EXHIBIT AO-ORIGINAL AGREEMENT
1 not be cancelled or changed without a minimum of thirty(30) days advance, written notice given to
2 COUNTY.
3 In the event CONTRACTOR fails to keep in effect at all times insurance coverage as
4 herein provided, the COUNTY may, in addition to other remedies it may have, suspend or terminate this
5 Agreement upon the occurrence of such event.
6 All policies shall be issued by admitted insurers licensed to do business in the State of
7 California, and such insurance shall be purchased from companies possessing a current A.M. Best, Inc.
8 rating of A FSC VII or better.
9 12. CONFIDENTIALITY: All services performed by CONTRACTOR under this Agreement
10 shall be in strict conformance with all applicable Federal, State of California and/or local laws and
11 regulations relating to confidentiality.
12 13. NON-DISCRIMINATION: During the performance of this Agreement, CONTRACTOR and
13 its subcontractors shall not deny the contract's benefits to any person on the basis of race, religious
14 creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic
15 information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or
16 military and veteran status, nor shall they discriminate unlawfully against any employee or applicant for
17 employment because of race, religious creed, color, national origin, ancestry, physical disability, mental
18 disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender
19 expression, age, sexual orientation, or military or veteran status. CONTRACTOR shall insure that the
20 evaluation and treatment of employees and applicants for employment are free of such discrimination.
21 CONTRACTOR and subcontractors shall comply with the provisions of the Fair Employment and
22 Housing Act(Gov. Code§12800 et seq.), the regulations promulgated thereunder(Cal. Code Regs., tit. 2,
23 §11000 et seq.), the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government
24 Code (Gov. Code §11135-11139.5), and the regulations or standards adopted by the awarding state
25 agency to implement such article. CONTRACTOR shall permit access by representatives of the
26 Department of Fair Employment and Housing and the awarding state agency upon reasonable notice at
27 any time during the normal business hours, but in no case less than twenty-four (24) hours notice, to such
28 of its books, records, accounts, and all other sources of information and its facilities as said Department or
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EXHIBIT AO-ORIGINAL AGREEMENT
1 Agency shall require to ascertain compliance with this clause. CONTRACTOR and its subcontractors
2 shall give written notice of their obligations under this clause to labor organizations with which they have a
3 collective bargaining or other agreement. (See Cal. Code Regs., tit. 2, §11105) CONTRACTOR shall
4 include the Non-Discrimination and compliance provisions of this clause in all subcontracts to perform
5 work under this Agreement.
6 14. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY, AND
7 VOLUNTARY EXCLUSION-LOWER TIER COVERED TRANSACTIONS:
8 A. COUNTY and CONTRACTOR recognize that CONTRACTOR is a recipient of
9 Federal funds under the terms of this Agreement. By signing this Agreement, CONTRACTOR agrees
10 to comply with applicable Federal suspension and debarment regulations, including but not limited to:
11 7 CFR 3016.35, 29 CFR 97.35, 45 CFR 92.35, and Executive Order 12549. By signing this
12 Agreement, CONTRACTOR attests to the best of its knowledge and belief, that it and its principals:
13 1. Are not presently debarred, suspended, proposed for debarment, declared
14 ineligible, or voluntarily excluded by any Federal department or agency; and
15 2. Shall not knowingly enter into any covered transaction with an entity or person who
16 is proposed for debarment under Federal regulations, debarred, suspended,
17 declared ineligible, or voluntarily excluded from participation in such transaction.
18 B. CONTRACTOR shall provide immediate written notice to COUNTY if at any time
19 during the term of this Agreement CONTRACTOR learns that the representations it makes above were
20 erroneous when made or have become erroneous by reason of changed circumstances.
21 C. CONTRACTOR shall include a clause titled "Certification Regarding Debarment,
22 Suspension, Ineligibility, and Voluntary Exclusion- Lower Tier Covered Transactions" and similar in
23 nature to this paragraph in all lower tier covered transactions and in all solicitations for lower tier
24 covered transactions.
25 D. CONTRACTOR shall, prior to soliciting or purchasing goods and services in
26 excess of$25,000 funded by this Agreement, review and retain the proposed vendor's suspension and
27 debarment status at https://sam.gov/SAM/.
28
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EXHIBIT AO-ORIGINAL AGREEMENT
1 15. PROPERTY OF COUNTY: CONTRACTOR agrees to take reasonable and prudent
2 steps to ensure the security of any and all said hardware and software provided to it by COUNTY
3 under this Agreement, to maintain replacement-value insurance coverages on said hardware and
4 software of like kind and quality approved by COUNTY.
5 All purchases over Five Thousand Dollars ($5,000) made during the life of this Agreement that
6 will outlive the life of this Agreement shall be identified as fixed assets with an assigned Fresno County
7 DPH Accounting Inventory Number. These fixed assets shall be retained by COUNTY, as COUNTY
8 property, in the event this Agreement is terminated or upon expiration of this Agreement.
9 CONTRACTOR agrees to participate in an annual inventory of all COUNTY fixed assets and shall be
10 physically present when fixed assets are returned to COUNTY possession at the termination or
11 expiration of this Agreement. CONTRACTOR is responsible for returning to COUNTY all COUNTY
12 owned fixed assets upon the expiration or termination of this Agreement.
13 16. PROHIBITION ON PUBLICITY: None of the funds, materials, property or services
14 provided directly or indirectly under this Agreement shall be used for CONTRACTOR's advertising,
15 fundraising, or publicity (i.e., purchasing of tickets/tables, silent auction donations, etc.) for the purpose
16 of self-promotion. Notwithstanding the above, publicity of the services described in this Agreement
17 shall be allowed as necessary to raise public awareness about the availability of such specific services
18 when approved in advance by the Director or designee and at a cost as provided in Exhibit B for such
19 items as written/printed materials, the use of media (i.e., radio, television, newspapers) and any other
20 related expense(s).
21 17. CONFLICT OF INTEREST: No officer, employee or agent of the COUNTY who
22 exercises any function or responsibility for planning and carrying out of the services provided under
23 this Agreement shall have any direct or indirect personal financial interest in this Agreement. In
24 addition, no employee of the COUNTY shall be employed by the CONTRACTOR under this
25 Agreement to fulfill any contractual obligations with the COUNTY. CONTRACTOR shall comply with all
26 Federal, State of California and local conflict of interest laws, statutes and regulations, which shall be
27 applicable to all parties and beneficiaries under this Agreement and any officer, employee or agent of
28 the COUNTY.
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EXHIBIT AO-ORIGINAL AGREEMENT
1 18. CHANGE OF LEADERSHIP/MANAGEMENT: In the event of any change in the status
2 of CONTRACTOR's leadership or management, CONTRACTOR shall provide written notice to
3 COUNTY within thirty (30) days from the date of change. Such notification shall include any new
4 leader or manager's name, address and qualifications. "Leadership or management" shall include any
5 employee, member, or owner of CONTRACTOR who either a) directs individuals providing services
6 pursuant to this Agreement, b) exercises control over the manner in which services are provided, or c)
7 has authority over CONTRACTOR's finances.
8 19. LOBBYING ACTIVITY: None of the funds provided under this Agreement shall be used
9 for publicity, lobbying or propaganda purposes designed to support or defeat legislation pending in the
10 Congress of the United States of America or the Legislature of the State of California.
11 20. STATE ENERGY CONSERVATION: CONTRACTOR must comply with the mandatory
12 standard and policies relating to energy efficiency, which are contained in the State Energy
13 Conservation Plan issued in compliance with 42 United States (US) Code sections 6321, et. seq.
14 21. CLEAN AIR AND WATER: In the event the funding under this Agreement exceeds One
15 Hundred Thousand and No/100 Dollars ($100,000), CONTRACTOR shall comply with all applicable
16 standards, orders or requirements issued under the Clean Air Act contained in 42 U.S. Code 7601 et
17 seq; the Clean Water Act contained in U.S. Code 1368 et seq.; and any standards, laws and
18 regulations, promulgated thereunder. Under these laws and regulations, CONTRACTOR shall assure:
19 A. No facility shall be utilized in the performance of the Agreement that has been listed on
20 the Environmental Protection Agency (EPA) list of Violating Facilities;
21 B. COUNTY shall be notified prior to execution of this Agreement of the receipt of any
22 communication from the Director, Office of Federal Activities, U.S. EPA indicating that a
23 facility to be utilized in the performance of this Agreement is under consideration to be
24 listed on the EPA list of Violating Facilities;
25 C. COUNTY and U.S. EPA shall be notified about any known violation of the above laws
26 and regulations; and,
27 D. This assurance shall be included in every nonexempt subgrant, contract, or
28 subcontract.
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EXHIBIT AO-ORIGINAL AGREEMENT
1 22. AUDITS AND INSPECTIONS: The CONTRACTOR shall at any time during business
2 hours, and as often as the COUNTY may deem necessary, make available to the COUNTY for
3 examination all of its records and data with respect to the matters covered by this Agreement. The
4 CONTRACTOR shall, upon request by the COUNTY, permit the COUNTY to audit and inspect all of such
5 records and data necessary to ensure CONTRACTOR'S compliance with the terms of this Agreement.
6 If this Agreement exceeds ten thousand dollars ($10,000.00), CONTRACTOR shall be
7 subject to the examination and audit of the Auditor General for a period of three (3) years after final
8 payment under contract(Government Code Section 8546.7).
9 In addition, CONTRACTOR shall cooperate and participate with COUNTY'S fiscal
10 review process and comply with all final determinations rendered by the COUNTY'S fiscal review
11 process. If COUNTY reaches an adverse decision regarding CONTRACTOR's services to consumers,
12 it may result in the disallowance of payment for services rendered; or in additional controls to the
13 delivery of services, or in the termination of this Agreement, at the discretion of COUNTY'S
14 Department of Public Health Director or designee. If as a result of COUNTY'S fiscal review process a
15 disallowance is discovered due to CONTRACTOR's deficiency, CONTRACTOR shall be financially
16 liable for the amount previously paid by COUNTY to CONTRACTOR and this disallowance will be
17 adjusted from CONTRACTOR's future payments, at the discretion of COUNTY'S Department of Public
18 Health Director or designee. In addition, COUNTY shall have the sole discretion in the determination of
19 fiscal review outcomes, decisions, and actions.
20 23. SINGLE AUDIT CLAUSE:
21 A. If CONTRACTOR expends Seven Hundred Fifty Thousand Dollars ($750,000)
22 or more Federal and Federal flow-through monies, CONTRACTOR agrees to conduct an annual audit
23 in accordance with the requirements of the Single Audit Standards as set forth in Office of
24 Management and Budget (OMB) Title 2 of the Code of Federal Regulations, Chapter II, Part 200.
25 CONTRACTOR shall submit said audit and management letter to COUNTY. The audit must include a
26 statement of findings or a statement that there were no findings. If there were negative findings,
27 CONTRACTOR must include a corrective action plan signed by an authorized individual.
28 CONTRACTOR agrees to take action to correct any material non-compliance or weakness found as a
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EXHIBIT AO-ORIGINAL AGREEMENT
1 result of such audit. Such audit shall be delivered to COUNTY'S Department of Public Health
2 Administration for review within nine (9) months of the end of any fiscal year in which funds were
3 expended and/or received for the program. Failure to perform the requisite audit functions as required
4 by this Agreement may result in COUNTY performing the necessary audit tasks, or at the COUNTY'S
5 option, contracting with a public accountant to perform said audit, or, may result in the inability of
6 COUNTY to enter into future agreements with the CONTRACTOR.
7 B. A single audit report is not applicable if all CONTRACTOR'S Federal contracts
8 do not exceed the Seven Hundred Fifty Thousand Dollars ($750,00) requirement or CONTRACTOR'S
9 federal funding is through Drug Medi-Cal.
10 24. COMPLIANCE WITH FEDERAL REQUIREMENTS: CONTRACTOR recognizes that
11 COUNTY operates its Collaborating for Wellness grant program with the use of Federal funds, and
12 that the use of these funds imposes certain requirements on the COUNTY and its subcontractors.
13 CONTRACTOR shall adhere to all Federal requirements, including those identified in Exhibit C,
14 attached hereto and by this reference incorporated herein.
15 25. DISCLOSURE OF SELF-DEALING TRANSACTIONS: This provision is only applicable
16 if the CONTRACTOR is operating as a corporation (a for-profit or non-profit corporation) or if during
17 the term of this Agreement, the CONTRACTOR changes its status to operate as a corporation.
18 Members of the CONTRACTOR's Board of Directors shall disclose any self-dealing transactions that
19 they are a party to while CONTRACTOR is providing goods or performing services under this
20 Agreement. A self-dealing transaction shall mean a transaction to which the CONTRACTOR is a party
21 and in which one or more of its directors has a material financial interest. Members of the Board of
22 Directors shall disclose any self-dealing transactions that they are a party to by completing and signing
23 a "Self-Dealing Transaction Disclosure Form", attached hereto as Exhibit D, and incorporated herein
24 by reference and made part of this Agreement, and submitting it to the COUNTY prior to commencing
25 with the self-dealing transaction or immediately thereafter.
26 26. NOTICES: The persons and their addresses having authority to give and receive notices
27 under this Agreement include the following:
28 COUNTY CONTRACTOR
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EXHIBIT AO-ORIGINAL AGREEMENT
1 Director, County of Fresno Omni Family Health
Department of Public Health Executive Director
2 P.O. Box 11867 4900 California Ave., Ste 400
Fresno, CA 93775 Bakersfield, CA 93309
3
All notices between the COUNTY and CONTRACTOR provided for or permitted under this
4
Agreement must be in writing and delivered either by personal service, by first-class United States mail,
5
by an overnight commercial courier service, or by telephonic facsimile transmission. A notice delivered by
6
personal service is effective upon service to the recipient. A notice delivered by first-class United States
7
mail is effective three COUNTY business days after deposit in the United States mail, postage prepaid,
8
addressed to the recipient. A notice delivered by an overnight commercial courier service is effective one
9
COUNTY business day after deposit with the overnight commercial courier service, delivery fees prepaid,
10
with delivery instructions given for next day delivery, addressed to the recipient. A notice delivered by
11
telephonic facsimile is effective when transmission to the recipient is completed (but, if such transmission
12
is completed outside of COUNTY business hours, then such delivery shall be deemed to be effective at
13
the next beginning of a COUNTY business day), provided that the sender maintains a machine record of
14
the completed transmission. For all claims arising out of or related to this Agreement, nothing in this
15
section establishes, waives, or modifies any claims presentation requirements or procedures provided by
16
law, including but not limited to the Government Claims Act (Division 3.6 of Title 1 of the Government
17
Code, beginning with section 810).
18
27. RECORDS: Financial and statistical data shall be kept and reports made as required by
19
the COUNTY's Department of Public Health Director and the Centers for Disease Control and Prevention
20
(CDC). All such records shall be available for inspection by the designated Auditors of COUNTY or CDC
21
at reasonable times during normal business hours. All such records shall be maintained through the end
22
of this Agreement. All records shall be considered property of COUNTY and shall be retained by
23
COUNTY at the termination or expiration of this Agreement.
24
28. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT:
25
A. The parties to this Agreement shall be in strict conformance with all applicable
26
Federal and State of California laws and regulations, including but not limited to Sections 5328, 10850,
27
and 14100.2 et seq. of the Welfare and Institutions Code, Sections 2.1 and 431.300 et seq. of Title 42,
28
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EXHIBIT AO-ORIGINAL AGREEMENT
1 Code of Federal Regulations (CFR), Section 56 et seq. of the California Civil Code and the Health
2 Insurance Portability and Accountability Act (HIPAA), including but not limited to Section 1320 D et seq, of
3 Title 42, United States Code (USC) and its implementing regulations, including, but not limited to Title 45,
4 CFR, Sections 142, 160, 162, and 164, The Health Information Technology for Economic and Clinical
5 Health Act (HITECH) regarding the confidentiality and security of patient information, and the Genetic
6 Information Nondiscrimination Act (GINA)of 2008 regarding the confidentiality of genetic information.
7 Except as otherwise provided in this Agreement, CONTRACTOR, as a Business
8 Associate of COUNTY, may use or disclose Protected Health Information (PHI)to perform functions,
9 activities or services for or on behalf of COUNTY, as specified in this Agreement, provided that such use
10 or disclosure shall not violate the Health Insurance Portability and Accountability Act (HIPAA), USC 1320d
11 et seq. The uses and disclosures of PHI may not be more expansive than those applicable to COUNTY,
12 as the "Covered Entity" under the HIPAA Privacy Rule (45 CFR 164.500 et seq.), except as authorized for
13 management, administrative or legal responsibilities of the Business Associate.
14 B. CONTRACTOR, including its subcontractors and employees, shall protect, from
15 unauthorized access, use, or disclosure of names and other identifying information, including genetic
16 information, concerning persons receiving services pursuant to this Agreement, except where permitted in
17 order to carry out data aggregation purposes for health care operations [45 CFR Sections 164.504
18 (e)(2)(i), 164.504 (3)(2)(ii)(A), and 164.504 (e)(4)(i)] This pertains to any and all persons receiving
19 services pursuant to a COUNTY funded program. This requirement applies to electronic PHI.
20 CONTRACTOR shall not use such identifying information or genetic information for any purpose other
21 than carrying out CONTRACTOR's obligations under this Agreement.
22 C. CONTRACTOR, including its subcontractors and employees, shall not disclose
23 any such identifying information or genetic information to any person or entity, except as otherwise
24 specifically permitted by this Agreement, authorized by Subpart E of 45 CFR Part 164 or other law,
25 required by the Secretary, or authorized by the client/patient in writing. In using or disclosing PHI that is
26 permitted by this Agreement or authorized by law, CONTRACTOR shall make reasonable efforts to limit
27 PHI to the minimum necessary to accomplish intended purpose of use, disclosure or request.
28 D. For purposes of the above sections, identifying information shall include, but not be
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EXHIBIT AO-ORIGINAL AGREEMENT
1 limited to name, identifying number, symbol, or other identifying particular assigned to the individual, such
2 as finger or voice print, or photograph.
3 E. For purposes of the above sections, genetic information shall include genetic tests
4 of family members of an individual or individual, manifestation of disease or disorder of family members of
5 an individual, or any request for or receipt of, genetic services by individual or family members. Family
6 member means a dependent or any person who is first, second, third, or fourth degree relative.
7 F. CONTRACTOR shall provide access, at the request of COUNTY, and in the time
8 and manner designated by COUNTY, to PHI in a designated record set(as defined in 45 CFR Section
9 164.501), to an individual or to COUNTY in order to meet the requirements of 45 CFR Section 164.524
10 regarding access by individuals to their PHI. With respect to individual requests, access shall be provided
11 within thirty (30)days from request. Access may be extended if CONTRACTOR cannot provide access
12 and provides individual with the reasons for the delay and the date when access may be granted. PHI
13 shall be provided in the form and format requested by the individual or COUNTY.
14 CONTRACTOR shall make any amendment(s)to PHI in a designated record set at the
15 request of COUNTY or individual, and in the time and manner designated by COUNTY in accordance
16 with 45 CFR Section 164.526.
17 CONTRACTOR shall provide to COUNTY or to an individual, in a time and manner
18 designated by COUNTY, information collected in accordance with 45 CFR Section 164.528, to permit
19 COUNTY to respond to a request by the individual for an accounting of disclosures of PHI in
20 accordance with 45 CFR Section 164.528.
21 G. CONTRACTOR shall report to COUNTY, in writing, any knowledge or
22 reasonable belief that there has been unauthorized access, viewing, use, disclosure, security incident,
23 or breach of unsecured PHI not permitted by this Agreement of which it becomes aware, immediately
24 and without reasonable delay and in no case later than two (2) business days of discovery. Immediate
25 notification shall be made to COUNTY's Information Security Officer and Privacy Officer and
26 COUNTY's DPH HIPAA Representative, within two (2) business days of discovery. The notification
27 shall include, to the extent possible, the identification of each individual whose unsecured PHI has
28 been, or is reasonably believed to have been, accessed, acquired, used, disclosed, or breached.
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EXHIBIT AO-ORIGINAL AGREEMENT
1 CONTRACTOR shall take prompt corrective action to cure any deficiencies and any action pertaining
2 to such unauthorized disclosure required by applicable Federal and State Laws and regulations.
3 CONTRACTOR shall investigate such breach and is responsible for all notifications required by law
4 and regulation or deemed necessary by COUNTY and shall provide a written report of the
5 investigation and reporting required to COUNTY's Information Security Officer and Privacy Officer and
6 COUNTY's DPH HIPAA Representative. This written investigation and description of any reporting
7 necessary shall be postmarked within the thirty (30) working days of the discovery of the breach to the
8 addresses below:
9
10 County of Fresno County of Fresno County of Fresno
11 Dept. of Public Health Dept. of Public Health Information Technology Services
HIPAA Representative Privacy Officer Information Security Officer
12 (559) 600-6439 (559) 600-6405 (559) 600-5800
13 P.O. Box 11867 P.O. Box 11867 333 W. Pontiac Way
Fresno, CA 93775 Fresno, CA 93775 Clovis, CA 93612
14
15 H. CONTRACTOR shall make its internal practices, books, and records relating to
16 the use and disclosure of PHI received from COUNTY or created or received by the CONTRACTOR
17 on behalf of COUNTY, in compliance with HIPAA's Privacy Rule, including, but not limited to the
18 requirements set forth in Title 45, CFR, Sections 160 and 164. CONTRACTOR shall make its internal
19 practices, books, and records relating to the use and disclosure of PHI received from COUNTY or
20 created or received by the CONTRACTOR on behalf of COUNTY, available to the United States
21 Department of Health and Human Services (Secretary) upon demand.
22 CONTRACTOR shall cooperate with the compliance and investigation reviews
23 conducted by the Secretary. PHI access to the Secretary must be provided during the
24 CONTRACTOR's normal business hours, however, upon exigent circumstances access at any time
25 must be granted. Upon the Secretary's compliance or investigation review, if PHI is unavailable to
26 CONTRACTOR and in possession of a Subcontractor, it must certify efforts to obtain the information to
27 the Secretary.
28 I. Safeguards
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EXHIBIT AO-ORIGINAL AGREEMENT
1 CONTRACTOR shall implement administrative, physical, and technical
2 safeguards as required by the HIPAA Security Rule, Subpart C of 45 CFR 164, that reasonably and
3 appropriately protect the confidentiality, integrity, and availability of PHI, including electronic PHI, that it
4 creates, receives, maintains or transmits on behalf of COUNTY and to prevent unauthorized access,
5 viewing, use, disclosure, or breach of PHI other than as provided for by this Agreement.
6 CONTRACTOR shall conduct an accurate and thorough assessment of the potential risks and
7 vulnerabilities to the confidential, integrity and availability of electronic PHI. CONTRACTOR shall
8 develop and maintain a written information privacy and security program that includes administrative,
9 technical and physical safeguards appropriate to the size and complexity of CONTRACTOR's
10 operations and the nature and scope of its activities. Upon COUNTY's request, CONTRACTOR shall
11 provide COUNTY with information concerning such safeguards.
12 CONTRACTOR shall implement strong access controls and other security safeguards and
13 precautions in order to restrict logical and physical access to confidential, personal (e.g., PHI) or
14 sensitive data to authorized users only. Said safeguards and precautions shall include the following
15 administrative and technical password controls for all systems used to process or store confidential,
16 personal, or sensitive data:
17 1. Passwords must not be:
18 a. Shared or written down where they are accessible or
19 recognizable by anyone else; such as taped to computer screens, stored under keyboards, or visible in
20 a work area;
21 b. A dictionary word; or
22 C. Stored in clear text
23 2. Passwords must be:
24 a. Eight (8) characters or more in length;
25 b. Changed every ninety (90) days;
26 C. Changed immediately if revealed or compromised; and
27 d. Composed of characters from at least three (3) of the following
28 four (4) groups from the standard keyboard:
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EXHIBIT AO-ORIGINAL AGREEMENT
1 1) Upper case letters (A-Z);
2 2) Lowercase letters (a-z);
3 3) Arabic numerals (0 through 9); and
4 4) Non-alphanumeric characters (punctuation symbols).
5 CONTRACTOR shall implement the following security controls on each
6 workstation or portable computing device (e.g., laptop computer) containing confidential,
7 personal, or sensitive data:
8 1. Network-based firewall and/or personal firewall;
9 2. Continuously updated anti-virus software; and
10 3. Patch management process including installation of all operating
11 system/software vendor security patches.
12 CONTRACTOR shall utilize a commercial encryption solution that has received
13 FIPS 140-2 validation to encrypt all confidential, personal, or sensitive data stored on portable
14 electronic media (including, but not limited to, compact disks and thumb drives) and on portable
15 computing devices (including, but not limited to, laptop and notebook computers).
16 CONTRACTOR shall not transmit confidential, personal, or sensitive data via e-
17 mail or other internet transport protocol unless the data is encrypted by a solution that has been
18 validated by the National Institute of Standards and Technology (NIST) as conforming to the Advanced
19 Encryption Standard (AES)Algorithm. CONTRACTOR must apply appropriate sanctions against its
20 employees who fail to comply with these safeguards. CONTRACTOR must adopt procedures for
21 terminating access to PHI when employment of employee ends.
22 J. Mitigation of Harmful Effects
23 CONTRACTOR shall mitigate, to the extent practicable, any harmful effect that is
24 suspected or known to CONTRACTOR of an unauthorized access, viewing, use, disclosure, or breach
25 of PHI by CONTRACTOR or its subcontractors in violation of the requirements of these provisions.
26 CONTRACTOR must document suspected or known harmful effects and the outcome.
27 K. CONTRACTOR's Subcontractors
28 CONTRACTOR shall ensure that any of its contractors, including subcontractors,
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EXHIBIT AO-ORIGINAL AGREEMENT
1 if applicable, to whom CONTRACTOR provides PHI received from or created or received by
2 CONTRACTOR on behalf of COUNTY, agree to the same restrictions, safeguards, and conditions that
3 apply to CONTRACTOR with respect to such PHI and to incorporate, when applicable, the relevant
4 provisions of these provisions into each subcontract or sub-award to such agents or subcontractors.
5 L. Employee Training and Discipline
6 CONTRACTOR shall train and use reasonable measures to ensure compliance
7 with the requirements of these provisions by employees who assist in the performance of functions or
8 activities on behalf of COUNTY under this Agreement and use or disclose PHI and discipline such
9 employees who intentionally violate any provisions of these provisions, including termination of
10 employment.
11 M. Termination for Cause
12 Upon COUNTY's knowledge of a material breach of these provisions by
13 CONTRACTOR, COUNTY shall either:
14 1. Provide an opportunity for CONTRACTOR to cure the breach or end the
15 violation and terminate this Agreement if CONTRACTOR does not cure the breach or end the violation
16 within the time specified by COUNTY; or
17 2. Immediately terminate this Agreement if CONTRACTOR has breached a
18 material term of these provisions and cure is not possible.
19 3. If neither cure nor termination is feasible, the COUNTY's Privacy Officer
20 shall report the violation to the Secretary of the U.S. Department of Health and Human Services.
21 N. Judicial or Administrative Proceedings
22 COUNTY may terminate this Agreement in accordance with the terms and
23 conditions of this Agreement as written hereinabove, if: (1) CONTRACTOR is found guilty in a criminal
24 proceeding for a violation of the HIPAA Privacy or Security Laws or the HITECH Act; or (2) a finding or
25 stipulation that the CONTRACTOR has violated a privacy or security standard or requirement of the
26 HITECH Act, HIPAA or other security or privacy laws in an administrative or civil proceeding in which
27 the CONTRACTOR is a party.
28 O. Effect of Termination
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EXHIBIT AO-ORIGINAL AGREEMENT
1 Upon termination or expiration of this Agreement for any reason, CONTRACTOR
2 shall return or destroy all PHI received from COUNTY (or created or received by CONTRACTOR on
3 behalf of COUNTY) that CONTRACTOR still maintains in any form and shall retain no copies of such
4 PHI. If return or destruction of PHI is not feasible, it shall continue to extend the protections of these
5 provisions to such information, and limit further use of such PHI to those purposes that make the
6 return or destruction of such PHI infeasible. This provision shall apply to PHI that is in the possession
7 of subcontractors or agents, if applicable, of CONTRACTOR. If CONTRACTOR destroys the PHI
8 data, a certification of date and time of destruction shall be provided to the COUNTY by
9 CONTRACTOR.
10 P. Disclaimer
11 COUNTY makes no warranty or representation that compliance by
12 CONTRACTOR with these provisions, the HITECH Act, HIPAA or the HIPAA regulations will be
13 adequate or satisfactory for CONTRACTOR's own purposes or that any information in
14 CONTRACTOR's possession or control, or transmitted or received by CONTRACTOR, is or will be
15 secure from unauthorized access, viewing, use, disclosure, or breach. CONTRACTOR is solely
16 responsible for all decisions made by CONTRACTOR regarding the safeguarding of PHI.
17 Q. Amendment
18 The parties acknowledge that Federal and State laws relating to electronic data
19 security and privacy are rapidly evolving and that amendment of these provisions may be required to
20 provide for procedures to ensure compliance with such developments. The parties specifically agree
21 to take such action as is necessary to amend this agreement in order to implement the standards and
22 requirements of HIPAA, the HIPAA regulations, the HITECH Act and other applicable laws relating to
23 the security or privacy of PHI. COUNTY may terminate this Agreement upon thirty (30) days written
24 notice in the event that CONTRACTOR does not enter into an amendment providing assurances
25 regarding the safeguarding of PHI that COUNTY in its sole discretion, deems sufficient to satisfy the
26 standards and requirements of HIPAA, the HIPAA regulations and the HITECH Act.
27 R. No Third-Party Beneficiaries
28 Nothing express or implied in the terms and conditions of these provisions is
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EXHIBIT AO-ORIGINAL AGREEMENT
1 intended to confer, nor shall anything herein confer, upon any person other than COUNTY or
2 CONTRACTOR and their respective successors or assignees, any rights, remedies, obligations or
3 liabilities whatsoever.
4 S. Interpretation
5 The terms and conditions in these provisions shall be interpreted as broadly as
6 necessary to implement and comply with HIPAA, the HIPAA regulations and applicable State laws.
7 The parties agree that any ambiguity in the terms and conditions of these provisions shall be resolved
8 in favor of a meaning that complies and is consistent with HIPAA and the HIPAA regulations.
9 T. Regulatory References
10 A reference in the terms and conditions of these provisions to a section in the
11 HIPAA regulations means the section as in effect or as amended.
12 U. Survival
13 The respective rights and obligations of CONTRACTOR as stated in this Section
14 shall survive the termination or expiration of this Agreement.
15 V. No Waiver of Obligations
16 No change, waiver or discharge of any liability or obligation hereunder on any
17 one or more occasions shall be deemed a waiver of performance of any continuing or other obligation
18 or shall prohibit enforcement of any obligation on any other occasion.
19 29. GOVERNING LAW: Venue for any action arising out of or related to this Agreement shall
20 only be in Fresno County, California.
21 The rights and obligations of the parties and all interpretation and performance of this Agreement
22 shall be governed in all respects by the laws of the State of California.
23 30. ELECTRONIC SIGNATURE: The parties agree that this Agreement may be executed by
24 electronic signature as provided in this section. An "electronic signature" means any symbol or process
25 intended by an individual signing this Agreement to represent their signature, including but not limited to
26 (1) a digital signature; (2)a faxed version of an original handwritten signature; or(3) an electronically
27 scanned and transmitted (for example by PDF document) of a handwritten signature. Each electronic
28 signature affixed or attached to this Agreement(1) is deemed equivalent to a valid original handwritten
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EXHIBIT AO-ORIGINAL AGREEMENT
1 signature of the person signing this Agreement for all purposes, including but not limited to evidentiary
2 proof in any administrative or judicial proceeding, and (2) has the same force and effect as the valid
3 original handwritten signature of that person. The provisions of this section satisfy the requirements of
4 Civil Code section 1633.5, subdivision (b), in the Uniform Electronic Transaction Act(Civil Code, Division
5 3, Part 2, Title 2.5, beginning with section 1633.1). Each party using a digital signature represents that it
6 has undertaken and satisfied the requirements of Government Code section 16.5, subdivision (a),
7 paragraphs (1)through (5), and agrees that each other party may rely upon that representation. This
8 Agreement is not conditioned upon the parties conducting the transactions under it by electronic means
9 and either party may sign this Agreement with an original handwritten signature.
10 31. SEVERABILITY: The positions of this Agreement are severable. The invalidity or
11 unenforceability of any one provision in the Agreement shall not affect the other provisions.
12 32. ENTIRE AGREEMENT: This Agreement, including all exhibits, constitutes the entire
13 agreement between the CONTRACTOR and COUNTY with respect to the subject matter hereof and
14 supersedes all previous Agreement negotiations, proposals, commitments, writings, advertisements,
15 publications, and understanding of any nature whatsoever unless expressly included in this Agreement.
16 ///
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EXHJBIJAO-ORIGINAL AGREEMENT
DocuSign Envelope ID:757A35B3-D148-4A91-96E1-37 34 208 3
1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
2 year first hereinabove written.
3
4
5 CONTRACTOR COUNTY OF FKESNO
Omni Family Health
6
OocuSlpned by;
7 FrO 'S iuv'
F 'aeo3I'Gpoaastillon, CEO Steve Brandau, Chairman of the Board of
8 Supervisors of the County of Fresno
9
10
11
12 ATTEST:
4900 California Avenue, Suite 400, Bernice E. Seidel
13 Bakersfield, California 93309 Clerk of the Board of Supervisors
14 Mailing Address County of Fresno, State of California
15
16
17 By:
Deput
18
FOR ACCOUNTING USE ONLY:
19 ORG No.: 56201554
20 Account No.:7295
Fund/Subclass.:0001/10000
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SMA
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EXHIBIT AO-ORIGINAL AGREEMENT EXHIBIT B- Page I of 4
Year
1210112021 EXECUTION through 9/29/2022
Personnel
Monthly Requested
Position Title Salary Range Monthlv Annual FTE % Months Amount
Health Educator 1 FTE $ 4,583.33 _$ 55,000.00 100 $ 55,000.00 $55,000
Nursing .5FTE $ 6,250.00 _$ 75,000.00 0_5 $ 37,500.00 $37,500
Pharmacist 0.2FTE $ 13,750.00 _$ 165.000.00 0_2 $ 33,000.00 $33,000
Total Personnel $125,500
Fringe Benefits @
25% Total Fringe Benefits $31,375
Total $156,875
Operating Expenses
Space/Rent 9 $3,000
Communications 9 $1,000
Printing 9 $3,000
Office Supplies 9 $1,000
Total Operating Expenses $8,000
Labor
Total Labor Cost
Travel
Mileage $0
Total Travel $0
Other Costs
$10,000
Total Other Costs $10,000
Indirect Costs** (minimum 10% if no other Federall Total Indirect Costs $15,125
TOTAL COSTS $190,000
EXHIBIT AO-ORIGINAL AGREEMENT EXHIBIT B - Page 2 of 4
Year II
09/30/2022 through 9/29/2023
Personnel
Monthly Salary Requested
Position Title Range Monthly Annual FTE% Months Amount
Health Educator.75FTE $ 4,583.33 $ 55,000.00 0.75 $ 41,250.00 $ 41,250
Nursing .5FTE $ 6,250.00 $ 75,000.00 0_5 $ 37,500.00 $ 37,500
Pharmacist 0.2FTE $ 13,750.00 _$ 165,000.00 0_2 $ 33,000.00 $ 33,000
Total Personnel $ 111,750
Fringe Benefits @ 25% Total Fringe Benefits $27,937.50
Total $139,687.50
Operating Expenses
Space/Rent 9 $3,000
Communications 9 $1,000
Printing 9 $3,000
Office Supplies 9 $1,000
Total Operating Expenses $8,000
Labor
Total Labor Cost
Travel
Mileage $0
Total Travel $0
Other Costs
Total Other Costs $0
Indirect Costs"(minimum 10%if no other Federally al Total Indirect Costs $12,312.75
TOTAL COSTS $160,000.25
EXHIBIT A"MSIlA AY-PA13REEMENT EXHIBIT B - Page 3 of 4
Personnel
Position Title
Health Educators will present advice and education on nutrition,
Health Educators 1 FTE physical activity,weight loss, and how to best manage chronic
illnesses such as diabetes and hypertension.
Nurses will assess their patient's health conditions. Record their
Nurses .5 FTE patient's medical histories and symptoms. Monitor a patient's health
or recovery while recording their observations. Administer
Pharmacist will provide medication therapy management for
Pharmacist 0.2 FTE patients with chronic conditions.
Fringe Benefits @ 25%
Operating Expenses
Space/Rent Total operating expenses will include rent, office supplies,
Communications communications, and printing.
Printing
Office Supplies
Labor
Travel
Other Costs
Marketing:
•$2,500-----for brochures and print materials
• $3,000-----$250 per month for 12 months social media posts and
videos (Omni's Facebook page)
• $4,500-----Radio Commercial
Total= $10,000
Indirect Costs**(minimum Indirect Cost 10%of direct cost
10% if no other Federally
approved indirect cost)
EXHIBIT AW0QVB1NAKrAId3REEMENT EXHIBIT B - Page 4 of 4
Personnel
Position Title
Health Educators will present advice and education on nutrition,
physical activity,weight loss, and how to best manage chronic
Health Educators .75 FTE illnesses such as diabetes and hypertension.
Nurses will assess their patient's health conditions. Record their
patient's medical histories and symptoms. Monitor a patient's health
Nurses .5 FTE or recovery while recording their observations.Administer
medications and/or treatments to patients while under their care.
Pharmacist will provide medication therapy management for
patients with chronic conditions.
Pharmacist 0.2 FTE
Fringe Benefits @ 25%
Operating Expenses
Space/Rent Total operating expenses will include rent, office supplies,
Communications communications, and printing.
Printing
Office Supplies
Labor
Travel
Other Costs
Indirect Costs** Indirect Cost 10%of direct cost
(minimum 10% if no other
Federally approved indirect
cost)
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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
2 CFR Part 200— Uniform Administrative Requirements, Cost Principles, and Audit
Requirements for Federal Awards. https://www.ecfr.gov/cqi-bin/text-
idx?tpl=/ecfrbrowse/Title02/2cfr200 main 02.tpl
45 CFR Part 75— Uniform Administrative Requirements, Cost Principles, and Audit
Requirements for HHS Awards. https://www.ecfr.gov/cqi-bin/text-
idx?node=pt45.1.75&rqn=div5
HHS Grants Policy and Regulations— https://www.hhs.gov/qrants/grants/grants-policies-
regulations/index.html
Federal Funding Accountability and Transparency Act (FFATA)_https://www.fsrs.gov/
Trafficking In Persons: Awards are subject to the requirements of the Trafficking Victims
Protection Act of 2000, as amended (22 U.S.C. Part 7104(g)).
https://www.gpo.gov/fdsys/browse/collectionUScode.action?collectionCode=USCODE&search
Path=Title+22%2FCHAPTER+78&oldPath=Title+22&isCollapsed=true&selectedYearFrom=20
00&vcord=3240
CDC Additional Requirements (AR) may apply. The NOFO will detail which specific ARs apply to
resulting awards. Links to full texts can be found at:
https://www.cdc.gov/grants/additionalrequirements/index.html.
FUNDING RESTRICTIONS AND LIMITATIONS
Cost Limitations as stated in Appropriations Acts. Recipients must follow applicable fiscal year
appropriations law in effect at the time of award. See AR-32 Appropriations Act, General
Requirements: https://www.cdc.qov/qrants/additionalrequirements/ar-32.html.
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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 Il, Sec. 210): None of the funds made available in
this title may be used, in whole or in part, to advocate or promote gun control.
C. Lobbying Restrictions (Div. H, Title V, Sec. 503):
• 503(a): No part of any appropriation contained in this Act or transferred pursuant to
section 4002 of Public Law 111-148 shall be used, other than for normal and recognized
executive-legislative relationships, for publicity or propaganda purposes, for the
preparation, distribution, or use of any kit, pamphlet, booklet, publication, electronic
communication, radio, television, or video presentation designed to support or defeat the
enactment of legislation before the Congress or any State or local legislature or
legislative body, except in presentation to the Congress or any State or local legislature
itself, or designed to support or defeat any proposed or pending regulation, administrative
action, or order issued by the executive branch of any State or local government itself.
• 503 (b): No part of any appropriation contained in this Act or transferred pursuant to
section 4002 of Public Law 111-148 shall be used to pay the salary or expenses of any
grant or contract recipient, or agent acting for such recipient, related to any activity
designed to influence the enactment of legislation, appropriations, regulation,
administrative action, or Executive order proposed or pending before the Congress or any
State government, State legislature or local legislature or legislative body, other than for
normal and recognized executive-legislative relationships or participation by an agency or
officer of a State, local or tribal government in policymaking and administrative processes
within the executive branch of that government.
• 503(c): The prohibitions in subsections (a) and (b) shall include any activity to advocate
or promote any proposed, pending or future federal, state or local tax increase, or any
proposed, pending, or future requirement or restriction on any legal consumer product,
including its sale of marketing, including but not limited to the advocacy or promotion of
gun control.
For additional information, see Additional Requirement 12 at
http://www.cdc.gov/grants/additionalrequirements/index.html.
D. Needle Exchange (Div. H, Title V, Sec. 520): Notwithstanding any other provision of this
Act, no funds appropriated in this Act shall be used to carry out any program of distributing
sterile needles or syringes for the hypodermic injection of any illegal drug.
E. Blocking access to pornography (Div. H, Title V, Sec. 521): (a) None of the funds made
available in this Act may be used to maintain or establish a computer network unless such
CDC General Terms and Conditions for Non-research Awards,Revised:May 2018 Page 2
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network blocks the viewing, downloading, and exchanging of pornography; (b) Nothing in
subsection (a) shall limit the use of funds necessary for any federal, state, tribal, or local law
enforcement agency or any other entity carrying out criminal investigations, prosecution, or
adjudication activities.
Cancel Year: 31 U.S.C. Part 1552(a) Procedure for Appropriation Accounts Available for
Definite Periods states the following: On September 30th of the 5th fiscal year after the period
of availability for obligation of a fixed appropriation account ends, the account shall be closed
and any remaining balances (whether obligated or unobligated) in the account shall be
canceled and thereafter shall not be available for obligation or expenditure for any purpose.
REPORTING REQUIREMENTS
Annual Federal Financial Report (FFR, SF-425): The Annual Federal Financial Report
(FFR) SF-425 is required and must be submitted no later than 90 days after the end of the
budget period via www.grantsolutions.gov. If more frequent reporting is required, the Notice
of Award terms and conditions will explicitly state the reporting requirement.
Failure to submit the required information in a timely manner may adversely affect the future
funding of this project. If the information cannot be provided by the due date, the recipient is
required to contact the Grants Management Specialist/Officer (GMS/GMO) identified in the
Notice of Award before the due date.
Electronic versions of the form can be downloaded at:
https://www.grants.gov/web/grants/forms/post-award-reporting-forms.html#sortbv=1.
Annual Performance Progress and Monitoring Reporting: The Annual Performance
Progress and Monitoring Report (PPMR) is due no later than 120 days prior to the end of the
budget period and serves as the continuation application for the follow-on budget period.
Submission instructions, due date, and format will be included in the guidance from the
assigned GMO/GMS via www.grantsolutions.gov.
Any change to the existing information collection noted in the award terms and conditions will
be subject to review and approval by the Office of Management and Budget (OMB) under the
Paperwork Reduction Act.
Data Management Plan: CDC requires recipients for projects that involve the collection or
generation of data with federal funds to develop, submit and comply with a Data
Management Plan (DMP) for each collection or generation of public health data undertaken
as part of the award and, to the extent consistent with law and appropriate, provide access to
and archiving/long-term preservation of collected or generated data. Additional information on
the Data Management and Access requirements can be found
at https://www.cdc.gov/grants/additionalrequirements/ar-25.htmi.
Audit Requirement Domestic Organizations (including US-based organizations
implementing projects with foreign components): An organization that expends $750,000 or
more in a fiscal year in federal awards shall have a single or program-specific audit
conducted for that year in accordance with the provisions of 45 CFR Part 75. The audit
period is an organization's fiscal year. The audit must be completed along with a data
collection form (SF-SAC), and the reporting package shall be submitted within the earlier of
30 days after receipt of the auditor's report(s), or nine (9) months after the end of the audit
CDC General Terms and Conditions for Non-research Awards,Revised:May 2018 Page 3
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period. The audit report must be sent to:
Federal Audit Clearing House Internet Data Entry System Electronic Submission:
https:Hharvester.census.gov/facides/(S(Ovkwl zaelyziibnahocga5i0))/account/login.aspx
AND
Office of Grants Services, Financial Assessment and Audit Resolution Unit
Electronic Copy to: OGS.Audit.Resolution@cdc.gov
Audit Requirement Foreign Organizations: An organization that expends $300,000 or
more in a fiscal year on its federal awards must have a single or program-specific audit
conducted for that year. The audit period is an organization's fiscal year. The auditor shall be
a U.S.-based Certified Public Accountant firm, the foreign government's Supreme Audit
Institution or equivalent, or an audit firm endorsed by the U.S. Agency for International
Development's Office of Inspector General. The audit must be completed in English and in
US dollars, and submitted within the earlier of 30 days after receipt of the auditor's report(s),
or nine (9) months after the end of the audit period. The audit report must be sent to:
Electronic Copy to: OGS.Audit.Resolution@cdc.gov (CDC Office of Grants Services)
After receipt of the audit report, CDC will resolve findings by issuing Final Management
Determination Letters.
Domestic and Foreign organizations: Audit requirements for Subrecipients to whom 45
CFR 75 Subpart F applies: The recipient must ensure that the subrecipients receiving CDC
funds also meet these requirements. The recipient must also ensure to take appropriate
corrective action within six months after receipt of the subrecipient audit report in instances of
non-compliance with applicable federal law and regulations (45 CFR 75 Subpart F and HHS
Grants Policy Statement). The recipient may consider whether subrecipient audits
necessitate adjustment of the recipient's own accounting records. If a subrecipient is not
required to have a program-specific audit, the recipient is still required to perform adequate
monitoring of subrecipient activities. The recipient shall require each subrecipient to permit
the independent auditor access to the subrecipient's records and financial statements. The
recipient must include this requirement in all subrecipient contracts.
Required Disclosures for Federal Awardee Performance and Integrity Information
System (FAPIIS): Consistent with 45 CFR 75.113, applicants and recipients must disclose in
a timely manner, in writing to the CDC, with a copy to the HHS Office of Inspector General
(OIG), all information related to violations of federal criminal law involving fraud, bribery, or
gratuity violations potentially affecting the federal award. Subrecipients must disclose, in a
timely manner in writing to the prime recipient (pass through entity) and the HHS OIG, all
information related to violations of federal criminal law involving fraud, bribery, or gratuity
violations potentially affecting the federal award. Disclosures must be sent in writing to the
assigned GMS/GMO identified in the NOA, and to the HHS OIG at the following address:
U.S. Department of Health and Human Services
Office of the Inspector General
ATTN: Mandatory Grant Disclosures, Intake Coordinator
330 Independence Avenue, SW
Cohen Building, Room 5527
CDC General Terms and Conditions for Non-research Awards,Revised:May 2018 Page 4
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Washington, DC 20201
Fax: (202)-205-0604 (Include "Mandatory Grant Disclosures" in subject line) or
Email: MandatoryGranteeDisclosures@oig.hhs.gov
Recipients must include this mandatory disclosure requirement in all subawards and
contracts under this award.
Failure to make required disclosures can result in any of the remedies described in 45 CFR
75.371. Remedies for noncompliance, including suspension or debarment (See 2 CFR parts
180 and 376, and 31 U.S.C. 3321).
CDC is required to report any termination of a federal award prior to the end of the period of
performance due to material failure to comply with the terms and conditions of this award in
the OMB-designated integrity and performance system accessible through SAM (currently
FAPI IS) (45 CFR 75.372(b)). CDC must also notify the recipient if the federal award is
terminated for failure to comply with the federal statutes, regulations, or terms and conditions
of the federal award (45 CFR 75.373(b)).
In addition, if the total value of currently active grants, cooperative agreements, and
procurement contracts from all federal awarding agencies exceeds $10,000,000 for any
period of time during the period of performance of this federal award, the recipient must
maintain the currency of information reported to the System for Award Management (SAM)
and made available in the designated integrity and performance system (currently the
Federal Awardee Performance and Integrity Information System (FAPIIS)) about civil,
criminal, or administrative proceedings described in section 1 of this award term and
condition. This is a statutory requirement under section 872 of Public Law 110-417, as
amended (41 U.S.C. 2313). As required by section 3010 of Public Law 111-212, all
information posted in the designated integrity and performance system on or after April 15,
2011, except past performance reviews required for federal procurement contracts, will be
publicly available.
1. Proceedings About Which You Must Report
Submit the information required about each proceeding that:
a. Is in connection with the award or performance of a grant, cooperative agreement,
or procurement contract from the federal government;
b. Reached its final disposition during the most recent five year period; and
c. If one of the following:
(1) A criminal proceeding that resulted in a conviction, as defined in paragraph 4
of this award term and condition;
(2) A civil proceeding that resulted in a finding of fault and liability and payment
of a monetary fine, penalty, reimbursement, restitution, or damages of$5,000 or more;
(3) An administrative proceeding, as defined in paragraph 4 of this award term
and condition, that resulted in a finding of fault and liability and your payment of either a
monetary fine or penalty of$5,000 or more or reimbursement, restitution, or damages in
excess of$100,000; or
(4)Any other criminal, civil, or administrative proceeding if:
(i) It could have led to an outcome described in paragraph 1.c.(1), (2), or(3) of
this award term and condition;
(ii) It had a different disposition arrived at by consent or compromise with an
acknowledgement of fault on your part; and
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(iii) The requirement in this award term and condition to disclose information
about the proceeding does not conflict with applicable laws and regulations.
2. Reporting Procedures
Enter in the SAM Entity Management area the information that SAM requires about each
proceeding described in section 1 of this award term and condition. You do not need to
submit the information a second time under assistance awards that you received if you
already provided the information through SAM because you were required to do so under
federal procurement contracts that you were awarded.
3. Reporting Frequency
During any period of time when you are subject to this requirement in section 1 of this
award term and condition, you must report proceedings information through SAM for the
most recent five year period, either to report new information about any proceeding(s) that
you have not reported previously or affirm that there is no new information to report.
Recipients that have federal contract, grant, and cooperative agreement awards with a
cumulative total value greater than $10,000,000 must disclose semiannually any information
about the criminal, civil, and administrative proceedings.
4. Definitions
For purposes of this award term and condition:
a. Administrative proceeding means a non-judicial process that is adjudicatory in nature
in order to make a determination of fault or liability (e.g., Securities and Exchange
Commission Administrative proceedings, Civilian Board of Contract Appeals proceedings,
and Armed Services Board of Contract Appeals proceedings). This includes proceedings at
the federal and state level but only in connection with performance of a federal contract or
grant. It does not include audits, site visits, corrective plans, or inspection of deliverables.
b. Conviction, for purposes of this award term and condition, means a judgment or
conviction of a criminal offense by any court of competent jurisdiction, whether entered upon
a verdict or a plea, and includes a conviction entered upon a plea of nolo contendere.
c. Total value of currently active grants, cooperative agreements, and procurement
contracts includes—
(1) Only the federal share of the funding under any federal award with a recipient cost
share or match;
(2) The value of all expected funding increments under a federal award and options,
even if not yet exercised.
GENERAL REQUIREMENTS
Travel Cost: In accordance with HHS Grants Policy Statement, travel costs are allowable
when the travel will provide a direct benefit to the project or program. To prevent
disallowance of cost, the recipient is responsible for ensuring travel costs are clearly stated in
their budget narrative and are applied in accordance with their organization's established
travel policies and procedures. The recipient's established travel policies and procedures
must also meet the requirements of 45 CFR Part 75.474.
Food and Meals: Costs associated with food or meals are allowable when consistent with
applicable federal regulations and HHS policies. See
https://www.hhs.gov/qrants/contracts/contract-policies-regulations/efficient-
spendinq/index.html. In addition, costs must be clearly stated in the budget narrative and be
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consistent with organization approved policies. Recipients must make a determination of
reasonableness and organization approved policies must meet the requirements of 45 CFR
Part 75.432.
Prior Approval: All requests which require prior approval, must bear the signature (or
electronic authorization) of the authorized organization representative. The recipient must
submit these requests no later than 120 days prior to the budget period's end date.
Additionally, any requests involving funding issues must include an itemized budget and a
narrative justification of the request.
The following types of requests are examples of actions that require prior approval, unless an
expanded authority, or conversely a high risk condition, is explicitly indicated in the NOA.
• Use of unobligated funds from prior budget period (Carryover)
• Lift funding restriction
• Significant redirection of funds (i.e., cumulative changes of 25% of total award)
• Change in scope
• Implement a new activity or enter into a sub-award that is not specified in the
approved budget
• Apply for supplemental funds
• Extensions to period of performance
Templates for prior approval requests can be found at:
http://www.cdc.gov/grants/alreadvhavegrant/priorapprovairequests.htmi.
Additional information on the electronic grants administration system CDC non-research
awards utilize, Grants Solutions, can be found at:
https://www.cdc.qov/qrants/grantsolutions/index.html.
Key Personnel: In accordance with 45 CFR Part 75.308, CDC recipients must obtain prior
approval from CDC for (1) change in the project director/principal investigator, authorized
organizational representative or other key persons specified in the NOFO, application or
award document; and (2) the disengagement from the project for more than three months, or
a 25 percent reduction in time devoted to the project, by the approved project director or
principal investigator.
Inventions: Acceptance of grant funds obligates recipients to comply with the standard
patent rights clause in 37 CFR Part 401.14.
Publications: Publications,journal articles, etc. produced under a CDC grant supported
project must bear an acknowledgment and disclaimer, and include the award number. For
example:
This publication (journal article, etc.)was supported by Grant or Cooperative
Agreement number 5UXXXXXXX, funded by the Centers for Disease Control and
Prevention. Its contents are solely the responsibility of the authors and do not
necessarily represent the official views of the Centers for Disease Control and
Prevention or the Department of Health and Human Services.
Acknowledgment Of Federal Support: When issuing statements, press releases, requests
for proposals, bid solicitations and other documents describing projects or programs funded
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in whole or in part with federal money, all awardees receiving federal funds, including and not
limited to state and local governments and recipients of federal research grants, shall clearly
state:
• Percentage of the total costs of the program or project which will be financed with
federal money,
• Dollar amount of federal funds for the project or program, and
• Percentage and dollar amount of the total costs of the project or program that will be
financed by non-governmental sources.
Copyright Interests Provision: This provision is intended to ensure that the public has
access to the results and accomplishments of public health activities funded by CDC.
Pursuant to applicable grant regulations and CDC's Public Access Policy, Recipient agrees
to submit into the National Institutes of Health (NIH) Manuscript Submission (NIHMS) system
an electronic version of the final, peer-reviewed manuscript of any such work developed
under this award upon acceptance for publication, to be made publicly available no later than
12 months after the official date of publication. Also at the time of submission, Recipient
and/or the Recipient's submitting author must specify the date the final manuscript will be
publicly accessible through PubMed Central (PMC). Recipient and/or Recipient's submitting
author must also post the manuscript through PMC within twelve (12) months of the
publisher's official date of final publication; however, the author is strongly encouraged to
make the subject manuscript available as soon as possible. The recipient must obtain prior
approval from the CDC for any exception to this provision.
The author's final, peer-reviewed manuscript is defined as the final version accepted for
journal publication, and includes all modifications from the publishing peer review process,
and all graphics and supplemental material associated with the article. Recipient and its
submitting authors working under this award are responsible for ensuring that any publishing
or copyright agreements concerning submitted article reserve adequate right to fully comply
with this provision and the license reserved by CDC. The manuscript will be hosted in both
PMC and the CDC Stacks institutional repository system. In progress reports for this award,
recipient must identify publications subject to the CDC Public Access Policy by using the
applicable NIHMS identification number for up to three (3) months after the publication date
and the PubMed Central identification number(PMCID) thereafter.
Disclaimer for Conference/Meeting/Seminar Materials: If a conference/meeting/seminar is
funded by a grant, cooperative agreement, sub-grant and/or a contract, the recipient must
include the following statement on conference materials, including promotional materials,
agenda, and internet sites:
Funding for this conference was made possible (in part) by the Centers for Disease
Control and Prevention. The views expressed in written conference materials or
publications and by speakers and moderators do not necessarily reflect the official
policies of the Department of Health and Human Services, nor does the mention of
trade names, commercial practices, or organizations imply endorsement by the U.S.
Government.
Logo Use for Conference and Other Materials: Neither the Department of Health and
Human Services (HHS) nor the CDC logo may be displayed if such display would cause
confusion as to the funding source or give false appearance of Government endorsement.
Use of the HHS name or logo is governed by U.S.C. Part 1320b-10, which prohibits misuse
of the HHS name and emblem in written communication. A non-federal entity is not
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authorized to use the HHS name or logo governed by U.S.C. Part 1320b-10. The appropriate
use of the HHS logo is subject to review and approval of the HHS Office of the Assistant
Secretary for Public Affairs (OASPA). Moreover, the HHS Office of the Inspector General has
authority to impose civil monetary penalties for violations (42 CFR Part 1003).
Additionally, the CDC logo cannot be used by the recipient without the express, written
consent of CDC. The Program Official/Project Officer identified in the NOA can assist with
facilitating such a request. It is the responsibility of the recipient to request consent for use of
the logo in sufficient detail to ensure a complete depiction and disclosure of all uses of the
Government logos. In all cases for utilization of Government logos, the recipient must ensure
written consent is received. Further, the HHS and CDC logo cannot be used by the recipient
without a license agreement setting forth the terms and conditions of use.
Equipment and Products: To the greatest extent practical, all equipment and products
purchased with CDC funds should be American-made. CDC defines equipment as tangible
non-expendable personal property (including exempt property) charged directly to an award
having a useful life of more than one year AND an acquisition cost of$5,000 or more per unit.
However, consistent with recipient policy, a lower threshold may be established. Please
provide the information to the Grants Management Officer to establish a lower equipment
threshold to reflect your organization's policy.
The recipient may use its own property management standards and procedures, provided it
observes provisions in applicable grant regulations found at 45 CFR Part 75.
Federal Information Security Management Act (FISMA): All information systems,
electronic or hard copy, that contain federal data must be protected from unauthorized
access. This standard also applies to information associated with CDC grants. Congress and
the OMB have instituted laws, policies and directives that govern the creation and
implementation of federal information security practices that pertain specifically to grants and
contracts. The current regulations are pursuant to the Federal Information Security
Management Act (FISMA), Title II I of the E-Government Act of 2002, PL 107-347.
FISMA applies to CDC recipients only when recipients collect, store, process, transmit or use
information on behalf of HHS or any of its component organizations. In all other cases,
FISMA is not applicable to recipients of grants, including cooperative agreements. Under
FISMA, the recipient retains the original data and intellectual property, and is responsible for
the security of these data, subject to all applicable laws protecting security, privacy, and
research. If/When information collected by a recipient is provided to HHS, responsibility for
the protection of the HHS copy of the information is transferred to HHS and it becomes the
agency's responsibility to protect that information and any derivative copies as required by
FISMA. For the full text of the requirements under Federal Information Security
Management Act (FISMA), Title III of the E-Government Act of 2002 Pub. L. No. 107-347,
please review the following website: https://www.gpo.gov/fdsys/pkq/PLAW-
107publ347/pdf/PLAW-107publ347.pdf.
Pilot Program for Enhancement of Contractor Employee Whistleblower Protections:
Recipients are hereby given notice that the 48 CFR section 3.908, implementing section 828,
entitled "Pilot Program for Enhancement of Contractor Employee Whistleblower Protections,"
of the National Defense Authorization Act (NDAA)for Fiscal Year(FY) 2013 (Pub. L. 112-
239, enacted January 2, 2013), applies to this award.
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Federal Acquisition Regulations
As promulgated in the Federal Register, the relevant portions of 48 CFR section 3.908 read
as follows (note that use of the term "contract," "contractor," "subcontract," or"subcontractor"
for the purpose of this term and condition, should be read as "grant," "recipient," "subgrant,"
or"subrecipient"):
3.908 Pilot program for enhancement of contractor employee whistleblower protections.
3.908-1 Scope of section.
(a) This section implements 41 U.S.C. 4712.
(b) This section does not apply to-
(1) DoD, NASA, and the Coast Guard; or
(2) Any element of the intelligence community, as defined in section 3(4) of the
National Security Act of 1947 (50 U.S.C. 3003(4)). This section does not apply to any
disclosure made by an employee of a contractor or subcontractor of an element of the
intelligence community if such disclosure-
(i) Relates to an activity of an element of the intelligence community; or
(ii)Was discovered during contract or subcontract services provided to an
element of the intelligence community.
3.908-2 Definitions.
As used in this section-
"Abuse of authority" means an arbitrary and capricious exercise of authority that is
inconsistent with the mission of the executive agency concerned or the successful
performance of a contract of such agency.
"Inspector General" means an Inspector General appointed under the Inspector General Act
of 1978 and any Inspector General that receives funding from, or has oversight over
contracts awarded for, or on behalf of, the executive agency concerned.
3.908-3 Policy.
(a) Contractors and subcontractors are prohibited from discharging, demoting, or otherwise
discriminating against an employee as a reprisal for disclosing, to any of the entities listed at
paragraph (b) of this subsection, information that the employee reasonably believes is
evidence of gross mismanagement of a federal contract, a gross waste of federal funds, an
abuse of authority relating to a federal contract, a substantial and specific danger to public
health or safety, or a violation of law, rule, or regulation related to a federal contract (including
the competition for or negotiation of a contract). A reprisal is prohibited even if it is
undertaken at the request of an executive branch official, unless the request takes the form of
a non-discretionary directive and is within the authority of the executive branch official making
the request.
(b) Entities to whom disclosure may be made.
(1) A Member of Congress or a representative of a committee of Congress.
(2) An Inspector General.
(3) The Government Accountability Office.
(4) A federal employee responsible for contract oversight or management at the
relevant agency.
(5) An authorized official of the Department of Justice or other law enforcement
agency.
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(6)A court or grand jury.
(7) A management official or other employee of the contractor or subcontractor who
has the responsibility to investigate, discover, or address misconduct.
(c)An employee who initiates or provides evidence of contractor or subcontractor misconduct
in any judicial or administrative proceeding relating to waste, fraud, or abuse on a federal
contract shall be deemed to have made a disclosure.
3.908-9 Contract clause.
Contractor Employee Whistleblower Rights and Requirement to Inform Employees of
Whistleblower Rights (Sept. 2013)
(a) This contract and employees working on this contract will be subject to the whistleblower
rights and remedies in the pilot program on Contractor employee whistleblower protections
established at 41 U.S.C. 4712 by section 828 of the National Defense Authorization Act for
Fiscal Year 2013 (Pub. L. 112-239) and FAR 3.908.
(b) The Contractor shall inform its employees in writing, in the predominant language of the
workforce, of employee whistleblower rights and protections under 41 U.S.C. 4712, as
described in section 3.908 of the Federal Acquisition Regulation.
(c) The Contractor shall insert the substance of this clause, including this paragraph (c), in all
subcontracts over the simplified acquisition threshold.
PAYMENT INFORMATION
Fraud Waste or Abuse: The HHS Office of the Inspector General (OIG) maintains a toll-free
number (1-800-HHS-TIPS [1-800-447-8477]) for receiving information concerning fraud, waste,
or abuse under grants and cooperative agreements. Information also may be submitted by e-
mail to hhstips(cDoig.hhs.gov or by mail to Office of the Inspector General, Department of
Health and Human Services, Attn: HOTLINE, 330 Independence Ave., SW, Washington DC
20201. Such reports are treated as sensitive material and submitters may decline to give their
names if they choose to remain anonymous.
Automatic Drawdown (Direct/Advance Payments): Payments under CDC awards will be
made available through the Department of Health and Human Services (HHS) Payment
Management System (PMS), under automatic drawdown, unless specified otherwise in the
NOA. Recipients must comply with requirements imposed by the PMS on-line system.
Questions concerning award payments or audit inquiries should be directed to the payment
management services office.
PMS Website: https://pms.psc.gov/
PMS Phone Support: +1(877)614-5533
PMS Email Support: PMSSupport@psc.gov
Payment Management System Subaccount: Funds awarded in support of approved
activities will be obligated in an established subaccount in the PMS. Funds must be used in
support of approved activities in the NOFO and the approved application. All award funds must
be tracked and reported separately.
Exchange Rate: All requests for funds contained in the budget, shall be stated in U.S.
CDC General Terms and Conditions for Non-research Awards,Revised:May 2018 Page 11
EXHIBIT C
EXHIBIT AO-ORIGINAL AGREEMENT Page 12 of 14
dollars. Once an award is made, CDC will generally not compensate foreign recipients for
currency exchange fluctuations through the issuance of supplemental awards.
Acceptance of the Terms of an Award: By drawing or otherwise obtaining funds from PMS,
the recipient acknowledges acceptance of the terms and conditions of the award and is
obligated to perform in accordance with the requirements of the award. If the recipient cannot
accept the terms, the recipient should notify the Grants Management Officer within thirty (30)
days of receipt of the NOA.
Certification Statement: By drawing down funds, the recipient certifies that proper financial
management controls and accounting systems, to include personnel policies and procedures,
have been established to adequately administer federal awards and funds drawn down.
Recipients must comply with all terms and conditions in the NOFO, outlined in their NOA,
grant policy terms and conditions contained in applicable HHS Grant Policy Statements, and
requirements imposed by program statutes and regulations and HHS grants administration
regulations, as applicable; as well as any regulations or limitations in any applicable
appropriations acts.
CLOSEOUT REQUIREMENTS
Recipients must submit all closeout reports identified in this section within 90 days of the
period of performance end date. The reporting timeframe is the full period of performance.
Failure to submit timely and accurate final reports may affect future funding to the
organization or awards under the direction of the same Project Director/Principal Investigator
(PD/Pl).
Final Performance Progress and Evaluation Report (PPER): This report should include
the information specified in the NOFO and is submitted upon solicitation from the GMS/GMO
via www.grantsolutions.gov. At a minimum, the report will include the following:
• Statement of progress made toward the achievement of originally stated aims;
• Description of results (positive or negative) considered significant; and
• List of publications resulting from the project, with plans, if any, for further
publication.
All manuscripts published as a result of the work supported in part or whole by the grant must
be submitted with the performance progress reports.
Final Federal Financial Report (FFR, SF-425): The FFR should only include those funds
authorized and actually expended during the timeframe covered by the report. The Final
FFR, SF-425 is required and must be submitted no later than 90 days after the period of
performance end date via www.grantsolutions.gov.
Electronic versions of the form can be downloaded at:
https://www.grants.gov/web/grants/forms/post-award-reporting-forms.html#sortbv=1.
The final report must indicate the exact balance of unobligated funds and may not reflect any
unliquidated obligations. Should the amount not match with the final expenditures reported to
the Department of Health and Human Services' PMS, you will be required to update your
reports to PMS accordingly. Remaining unobligated funds will be de-obligated and returned
to the U.S. Treasury.
CDC General Terms and Conditions for Non-research Awards,Revised:May 2018 Page 12
EXHIBIT C
EXHIBIT AO-ORIGINAL AGREEMENT Page 13 of 14
Equipment and Supplies -Tangible Personal Property Report (SF-428): A completed
Tangible Personal Property Report SF-428 and Final Report SF-428B addendum must be
submitted, along with any Supplemental Sheet SF-428S detailing all major equipment
acquired or furnished under this project with a unit acquisition cost of$5,000 or more.
Electronic versions of the forms can be downloaded by visiting:
https://www.grants.gov/web/grants/forms/post-award-reporting-forms.html#sortby=l.
If no equipment was acquired under an award, a negative report is required.
The recipient must identify each item of equipment that it wishes to retain for continued use in
accordance with 45 CFR Part 75. The awarding agency may exercise its rights to require the
transfer of equipment purchased under the assistance award. CDC will notify the recipient if
transfer to title will be required and provide disposition instruction on all major equipment.
Equipment with a unit acquisition cost of less than $5,000 that is no longer to be used in
projects or programs currently or previously sponsored by the federal government may be
retained, sold, or otherwise disposed of, with no further obligation to the federal government.
CDC STAFF RESPONSIBILITIES
Roles and Responsibilities: Grants Management Specialists/Officers (GMO/GMS) and
Program Officials (PO) work together to award and manage CDC grants and cooperative
agreements. From the pre-planning stage to closeout of an award, grants management and
program staff have specific roles and responsibilities for each phase of the grant cycle.
Award specific terms and conditions will include contact information for the PO/GMO/GMS.
Program Official: The PO is the federal official responsible for monitoring the programmatic,
scientific, and/or technical aspects of grants and cooperative agreements including:
• The development of programs and NOFOs to meet the CDC's mission;
• Providing technical assistance to applicants in developing their applications, e.g.,
explanation of programmatic requirements, regulations, evaluation criteria, and
guidance to applicants on possible linkages with other resources;
• Providing technical assistance to recipients in the performance of their project; and
• Post-award monitoring of recipient performance such as review of progress reports,
review of prior approval requests, conducting site visits, and other activities
complementary to those of the GMO/GMS.
For Cooperative Agreements, substantial involvement is required from CDC. The PO is the
federal official responsible for the collaboration or participation in carrying out the effort under
the award. Substantial involvement will be detailed in the NOFO and award specific terms
and conditions and may include, but is not limited to:
• Review and approval of one stage of work before work can begin on a subsequent
stage;
• Review and approval of substantive programmatic provisions of proposed subawards
or contracts (beyond existing federal review of procurement or sole source policies);
• Involvement in the selection of key relevant personnel;
• CDC and recipient collaboration or joint participation; and
• Implementing highly prescriptive requirements prior to award limiting recipient
discretion with respect to scope of services, organizational structure, staffing, mode of
operation, and other management processes.
CDC General Terms and Conditions for Non-research Awards,Revised:May 2018 Page 13
EXHIBIT C
EXHIBIT AO-ORIGINAL AGREEMENT Page 14 of 14
Grants Management Officer: The GMO is the only official authorized to obligate federal
funds and is responsible for signing the NOA, including revisions to the NOA that change the
terms and conditions. The GMO serves as the counterpart to the business officer of the
recipient organization. The GMO is the federal official responsible for the business and other
non-programmatic aspects of grant awards including:
• Determining the appropriate award instrument, i.e., grant or cooperative agreement;
• Determining if an application meets the requirements of the NOFO;
• Ensuring objective reviews are conducted in an above-the-board manner and
according to guidelines set forth in grants policy;
• Ensuring recipient compliance with applicable laws, regulations, and policies;
• Negotiating awards, including budgets;
• Responding to recipient inquiries regarding the business and administrative aspects
of an award;
• Providing recipients with guidance on the closeout process and administering the
closeout of grants;
• Receiving and processing reports and prior approval requests such as changes in
funding, budget redirection, or changes to the terms and conditions of an award; and
• Maintaining the official grant file and program book.
Grants Management Specialist: The GMS is the federal staff member responsible for the
day-to-day management of grants and cooperative agreements. The GMS is the primary
contact of recipients for business and administrative matters pertinent to grant awards. Many
of the functions described in the GMO section are performed by the GMS, on behalf of the
GMO.
CDC General Terms and Conditions for Non-research Awards,Revised: May 2018 Page 14
EXHIBIT AO-ORIGINAL AGREEMENT EXHIBIT D
SELF-DEALING TRANSACTION DISCLOSURE FORM
In order to conduct business with the County of Fresno (hereinafter referred to as "County"),
members of a contractor's board of directors (hereinafter referred to as "County Contractor"), must
disclose any self-dealing transactions that they are a party to while providing goods, performing
services, or both for the County. A self-dealing transaction is defined below:
"A self-dealing transaction means a transaction to which the corporation is a party and in which one
or more of its directors has a material financial interest"
The definition above will be utilized for purposes of completing this disclosure form.
INSTRUCTIONS
(1) Enter board member's name,job title (if applicable), and date this disclosure is being made.
(2) Enter the board member's company/agency name and address.
(3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the
County. At a minimum, include a description of the following:
a. The name of the agency/company with which the corporation has the transaction; and
b. The nature of the material financial interest in the Corporation's transaction that the
board member has.
(4) Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
(5) Form must be signed by the board member that is involved in the self-dealing transaction
described in Sections (3) and (4).
EXHIBIT AO-ORIGINAL AGREEMENT EXHIBIT D
(1)Company Board Member Information:
Name: Date:
Job Title:
(2)Company/Agency Name and Address:
(3) Disclosure(Please describe the nature of the self-dealing transaction you are a party to):
(4) Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233(a):
(5)Authorized Signature
Signature: Date:
EXHIBIT B 1- Page 1 of 2
Year II
09/30/2022 through 9/29/2023
Personnel
Monthly Salary Requested
Position Title Range Monthly Annual FTE% Months Amount
Health Educator.75FTE $ 4,583.33 $ 55,000.00 0.75 $ 41,250.00 $ 41,250
Nursing .5FTE $ 6,250.00 $ 75,000.00 0_5 $ 37,500.00 $ 37,500
Pharmacist 0.2FTE $ 13,750.00 $ 165,000.00 0_2 $ 33,000.00 $ 33,000
Total Personnel $ 111,750
Fringe Benefits @ 25% Total Fringe Benefits $27,937.50
Total Personnl and Fringe $139,687.50
Operating Expenses
Space/Rent $3,000
Communications $1,000
Printing $3,000
Office Supplies $1,000
Total Operating Expenses $8,000
Labor
$0
Total Labor Cost $0
Travel
Mileage $0
Total Travel $0
Other Costs
Total Other Costs $0
Indirect Costs"(10%-1656 of Personnel costs) Total Indirect Costs $12,312.75
TOTAL COSTS $160,000
Justification Yr. II EXHIBIT B 1 - Page 2 of 2
Personnel
Position Title
Health Educators will present advice and education on nutrition,
physical activity, weight loss, and how to best manage chronic
Health Educators .75 FTE illnesses such as diabetes and hypertension.
Nurses will assess their patient's health conditions. Record their
patient's medical histories and symptoms. Monitor a patient's health
Nurses .5 FTE or recovery while recording their observations.Administer
medications and/or treatments to patients while under their care.
Pharmacist will provide medication therapy management for
patients with chronic conditions.
Pharmacist 0.2 FTE
Fringe Benefits @ 25%
Operating Expenses
Space/Rent Total operating expenses will include rent, office supplies,
Communications communications, and printing.
Printing
Office Supplies
Labor
Travel
Other Costs
Indirect Costs Indirect Costs" (10%-1656 of Personnel costs)