HomeMy WebLinkAboutBuddhist Tzu Chi Medical Foundation-Professional Eye Exams and Prescription Eyewear_A-23-213.pdf COif County of Fresno Hall of Records, Room301
2281 Tulare Street
Fresno,California
Board of Supervisors 93721-2198
O� 1856�0 Telephone:(559)600-3529
FRI` Minute Order Toll Free: 1-800-742-1011
www.co.fresno.ca.us
May 9, 2023
Present: 5- Supervisor Steve Brandau,Vice Chairman Nathan Magsig, Supervisor Buddy Mendes,
Supervisor Brian Pacheco, and Chairman Sal Quintero
Agenda No. 46. Public Health File ID: 23-0312
Re: Make a finding that it is in the best interest of the County to suspend the competitive bidding process
consistent with Administrative Policy No. 34 for unusual or extraordinary circumstances as Buddhist
Tzu Chi Medical Foundation's Tzu Chi Mobile Clinic is the only mobile vision services provider in the
Central Valley that provides a professional eye exam and prescription eyewear in the same visit for
children and adults; and approve and authorize the Chairman to execute a Subrecipient Agreement for
use of American Rescue Plan Act-State Local Fiscal Recovery Funds,with Buddhist Tzu Chi Medical
Foundation to provide professional eye exams and prescription eyewear in the County's rural areas,
effective May 1,2023, not to exceed three consecutive years,which includes a two-year base contract
and one optional one-year extension,total not to exceed$600,000; and authorize the Director of
Public Health,or designee,to approve and execute written changes to object levels in the Subrecipient
Agreement budget that do not exceed ten percent(10%)of the total maximum compensation payable
to Buddhist Tzu Chi Medical Foundation, as stipulated in Section 15 of the Subrecipient Agreement
APPROVED AS RECOMMENDED
Ayes: 5- Brandau, Magsig, Mendes, Pacheco,and Quintero
Agreement No.23-213
County of Fresno Page 48
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Board Agenda Item 46
O 1856 O
FRESH
DATE: May 9, 2023
TO: Board of Supervisors
SUBMITTED BY: David Luchini, RN, PHN, Director, Department of Public Health
SUBJECT: Subrecipient Agreement with Buddhist Tzu Chi Medical Foundation for Mobile
Vision Services
RECOMMENDED ACTION(S):
1. Make a finding that it is in the best interest of the County to suspend the competitive bidding
process consistent with Administrative Policy No. 34 for unusual or extraordinary
circumstances as Buddhist Tzu Chi Medical Foundation's Tzu Chi Mobile Clinic is the only
mobile vision services provider in the Central Valley that provides a professional eye exam
and prescription eyewear in the same visit for children and adults; and
2. Approve and authorize the Chairman to execute a Subrecipient Agreement for use of
American Rescue Plan Act-State Local Fiscal Recovery Funds,with Buddhist Tzu Chi
Medical Foundation to provide professional eye exams and prescription eyewear in the
County's rural areas, effective May 1, 2023, not to exceed three consecutive years,which
includes a two-year base contract and one optional one-year extension,total not to exceed
$600,000; and
3. Authorize the Director of Public Health, or designee, to approve and execute written changes
to object levels in the Subrecipient Agreement budget that do not exceed ten percent(10%)
of the total maximum compensation payable to Buddhist Tzu Chi Medical Foundation,as
stipulated in Section 15 of the Subrecipient Agreement.
There is no additional Net County Cost associated with the recommended actions. On August 9, 2022,
your Board approved the Department's allocation of ARPA-SLFRF for the Rural Mobile Health -Medical
Services program which is intended to take healthcare services to rural areas, address health disparities,
extend health education, and transition rural residents to a local clinic if they do not have a primary care
provider. Approval of the recommended actions will allocate available Coronavirus State and Local Fiscal
Recovery Funds (SLFRF)from the Department's Rural Mobile Health - Medical Services program to
Buddhist Tzu Chi Medical Foundation's Tzu Chi Mobile Clinic (Tzu Chi Mobile Clinic)to provide
professional eye exams and prescription eyewear for children and adults in the County's rural areas at no
cost to the patients. The third recommended action will delegate limited authority to the Director of Public
Health, or designee, to make changes to object levels in the Agreement budget that do not exceed ten
percent(10%)of the total maximum compensation payable to Buddhist Tzu Chi Medical Foundation under
the terms of the Agreement. This item is countywide.
ALTERNATIVE ACTION(S):
There are no viable alternative actions. Should your Board elect not to approve the recommended actions,
Tzu Chi Mobile Clinic will not be included in the County's Rural Mobile Health - Medical Services program to
provide the expanded vision health services to the vulnerable population in the County's rural areas. Rural
communities would continue to have limited access to proper professional vision services until an additional
County of Fresno Page 1
File Number.23-0312
File Number:23-0312
funding source is made available to support the services.
SUSPENSION OF COMPETITION/SOLE SOURCE CONTRACT:
The Department's request to suspend the competitive bidding process consistent with Administrative Policy
No. 34 is due to Tzu Chi Mobile Clinic's unique ability to provide same day mobile vision services in the
county. Tzu Chi Mobile Clinic is the only mobile vision services provider that offers the professional eye
exams and prescription eyeglasses in the same visit. Furthermore, Tzu Chi Mobile Clinic does not have
restrictions to patient eligibility that other mobile vision providers have, including income and insurance
limits, which could limit the number of patients that could be served at the rural mobile clinics.
RETROACTIVE AGREEMENT:
The recommended agreement is retroactive to May 1, 2023. Approval signatures from Tzu Chi Mobile
Clinic for the final recommended agreement was received on April 12, 2023. The time required to prepare
the recommended agreement did not allow presentation to your Board at an earlier date.
FISCAL IMPACT:
There is no Net County Cost associated with the recommended actions. The agreement will be funded by
the Department's allocation of the American Rescue Plan Act-State Local Fiscal Recovery Funds
(ARPA-SLRF)funding for the Rural Mobile Health - Medical Services. The maximum amount payable
under the agreement with Tzu Chi Mobile Clinic is $600,000. Sufficient appropriations and estimated
revenues are included in the Department's Org 5620 FY 2022-23 Adopted Budget and will be included in
subsequent budget requests.
DISCUSSION:
On August 9, 2022, your Board approved the Department's allocation of the ARPA-SLFRF for the Rural
Mobile Health -Medical Services in the underserved agricultural and rural communities. This project is an
enumerated Eligible Use of SLFRF as it responds to the COVID-19 public health emergency or its negative
impacts within underserved agricultural and rural communities.
Rural Mobile Health Program - Medical Services
Project Expenditure Category: E.C. 1.14 Public Health, Other Public Health Services
Funding Amount: $6,000,000
Total Expenditures to Date: $0
Start Date: February 14, 2023
Estimated Completion Date: April 30, 2026
In the Interim Final Rule and Final Rule, the Treasury has determined several enumerated uses for the
SLFRF including programs that address health disparities within impacted communities and increase
access to health and social services, in order to promote and reach health equity. Given that many rural
communities do not have access to high-quality healthcare services, including vision services at close
proximity, this project will close the distance gap and increase access to healthcare services in an effort to
address health disparities and increase access to health. In the Final Rule, the Treasury determined a
program that is provided to a disproportionally impacted community including service to address health
disparities, is an enumerated Eligible Use of SLFRF under Category A, as it responds to the COVID-19
public health emergency or its negative impacts.
On January 3, 2023, your Board approved two subrecipient agreements for the Rural Mobile Health
program that have allowed the Department to begin providing targeted support to the vulnerable
populations in Fresno County's rural areas who remain affected by not only COVID-19, but other chronic
health conditions. The Rural Mobile Health program is working towards identifying gaps in healthcare
County of Fresno Page 2
File Number.23-0312
File Number:23-0312
among residents living in Fresno County's rural areas, connecting patients to community services and
primary care doctors. The recommended subrecipient agreement with Tzu Chi Mobile Clinic will add
another service to the Rural Mobile Health program that the targeted communities have historically
experienced difficulty accessing. Tzu Chi Mobile Clinic will travel to multiple rural cities in Fresno County at
least once a week as part of the Rural Mobile Health program and provide same day professional eye
exams and prescription eyewear at no cost to patients. These mobile vision services will improve access
for local disadvantaged communities to obtain routine eyecare that is essential to an individual's overall
health.
The recommended agreement allows modifications to object levels in the budget by written approval of the
County's DPH Director or designee that do not exceed 10% of the total maximum compensation payable to
the contractor. Modifications shall not result in any change to the total maximum compensation payable
nor shall it reduce the delivery of services or significantly alter the intent or scope of services originally
approved under the recommended agreement, without returning to your Board for approval.
REFERENCE MATERIAL:
BAI#25, January 3, 2023
BAI #47, August 9, 2022
BAI #3, February 1, 2022
ATTACHMENTS INCLUDED AND/OR ON FILE:
Suspension of Competition Acquisition Request
On file with Clerk-Agreement with Buddhist Tzu Chi Medical Foundation
CAO ANALYST:
George Uc
County of Fresno Page 3
File Number:23-0312
CD
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Suspension of Competition Acquisition Request Double click!
1. Fully describe the product(s) and/or service(s) being requested.
Fresno County Department of Public Health (DPH) is in need of a vendor for its Rural Mobile Health program to
provide mobile vision services to residents living in Fresno County's rural areas. The vendor will provide a
professional eye exam and prescription eyeglasses in the same visit for either children or adults at no cost to the
patient. DPH will identify the location, avoiding duplication of services, for the mobile vision services.
2. Identify the selected vendor and contact person; include the address, phone number and e-mail address for each.
Buddhist Tzu Chi Medical Foundation
Tzu Chi Mobile Clinic
Attn: Olivia Chung
3898 N Ann Ave, Fresno, CA 93727
Phone: (559)291-8800
Email: Olivia.Chung@tzuchimedical.us
3. What is the total cost of the acquisition? If an agreement, state the total cost of the initial term and the amounts for
potential renewal terms.
Term not to exceed three (3) consecutive years which includes a two (2)year base term with optional one-year
extension. Total cost not to exceed $200,000/year; maximum compensation not to exceed $600,000 for the entire
term.
4. Identify the unique qualities and/or capabilities of the service(s) and/or product(s)that qualify this as a Suspension of
Competition acquisition.
Tzu Chi Mobile Clinic is the only mobile vision services provider in the Central Valley that provides the full menu of
same day services desired by DPH's Rural Mobile Health program. It is important to be able to provide the
professional eye exam and prescription eyeglasses in the same visit as the target population in Fresno County's
rural areas may often not have consistent addresses for receiving eyeglasses later in the mail, especially
considering agricultural communities that may relocate following various harvest seasons.
5. Identify from Administrative Policy#34 what circumstances constitute a Suspension of Competition.
❑ In an emergency when goods or services are immediately necessary for the preservation of the public health,welfare,or safety,or for the
protection of County property.
❑When the contract is with a federal,state,or local governmental agency.
❑When the department head,with the concurrence of the Purchasing Agent,finds that the cost of preparing and administering a competitive
bidding process in a particular case will equal or exceed the estimated contract amount or$5,000 whichever is more.
❑When a contract provides only for payment of per diem and travel expenses and there is to be no payment for services rendered.
❑When obtaining the services of expert witnesses for litigation or special counsel to assist the County.
®When in unusual or extraordinary circumstances,the Board of Supervisors or the Purchasing Agent/Purchasing Manager determines that
the best interests of the County would be served by not securing competitive bids or issuing a request for proposal.
6. Explain why the unique qualities and/or capabilities described above are essential to your department.
The Rural Mobile Health program, with mobile vision services included, will allow DPH to continue its work towards
improving health equity, health disparities and overall population health. These mobile health services will improve
health access to local disadvantaged communities in the County's rural areas. Routine eyecare is essential to an
individual's overall health.
7. Provide a comprehensive explanation of the research done to verify that the recommended vendor is the only vendor
with the unique qualities and/or capabilities stated above. Include a list of all other vendors contacted, what they were
asked, and their responses.
Through internet research, DPH was able to identify other vendors that could provide mobile vision services in the
Central Valley, but the vendors did not provide prescription eyeglasses in the same visit. Optical Academy and
Vision Service Plan (VSP) Global Eyes of Hope mobile clinics provide a professional eye exam but only provide
prescription eyeglasses via mail delivery several weeks later to the patient's address. Tzu Chi Mobile Clinic is the
only vendor that provides the professional eye exam and prescription eyeglasses in the same visit. Additionally,
VSP had many restrictions for patient eligibility for the mobile vision services, including income and insurance
limits, which could limit the patients that could be served at the rural mobile clinics. DPH also inquired with other
agencies and local community-based organizations that also fund mobile vision services to confirm Tzu Chi
Mobile Clinic is the only vendor providing the full same day services.
jprado 3/15/2023 8:08:03 AM [a Sign] Double click!
E-PD-048 (Rev 07/2021)
Requested By: Title
approve this request to suspend competition for the service(s) and/or product(s) identified herein.
dluchini 3/16/2023 10:35:13 AM [a Sign] Double dick!
Department Head Signature
gcornuelle 3/17/2023 7:39:47 AM [a Sign] Double dick!
Purchasing Manager Signature
E-PD-048 (Rev 07/2021)
Agreement No. 23-213
1 CORONAVIRUS STATE LOCAL FISCAL RECOVERY FUNDS
2 SUBRECIPIENT AGREEMENT
3 THIS AGREEMENT("Agreement") is dated May 9, 2023 and is between the COUNTY
4 OF FRESNO, a political subdivision of the state of California ("COUNTY"), and Buddhist Tzu Chi Medical
5 Foundation, a non-profit charitable entity, whose address is 3898 N Ann Ave, Fresno, CA 93727
6 ("SUBRECIPIENT").
7 WITNESSETH:
8 WHEREAS, on March 11, 2021, the President signed into law the American Rescue Plan Act of
9 2021 ("ARPA")which established the Coronavirus State and Local Fiscal Recovery Funds ("SLFRF")
10 Program; and
11 WHEREAS, the ARPA authorizes the COUNTY to expend SLFRF awarded to the COUNTY for
12 the following eligible purposes, outlined in the Interim Final Rule and Final Rule as follows (each an
13 "Eligible Use," collectively "Eligible Uses"):
14 (1) To respond to the COVID-19 public health emergency or its negative economic impacts;
15 (2) To respond to workers performing essential work during the COVID-19 public health
16 emergency;
17 (3) For the provision of government services to the extent of the reduction in revenue due to
18 the COVID-19 public health;
19 (4) To make necessary investments in water, sewer, or broadband infrastructure; and
20 WHEREAS, the COUNTY intends to allocate a portion of its SLFRF to SUBRECIPIENT for one or
21 more Eligible Uses; and
22 WHEREAS, under Section 602(c)(3)of the ARPA, the COUNTY may transfer SLFRF to nonprofit
23 organizations for Eligible Uses for the purpose of meeting ARPA's goals; and
24 WHEREAS, COUNTY has determined that the Program to be provided by SUBRECIPIENT is an
25 Eligible Use of SLFRF under the ARPA, in reliance on information provided by SUBRECIPIENT; and
26 WHEREAS, the COUNTY and SUBRECIPIENT desire to enter into this Agreement so that the
27 COUNTY may provide SLFRF to the SUBRECIPIENT for appropriate and qualifying expenditures, as
28 permitted under the Interim Final Rule and Final Rule.
1
1 WHEREAS, COUNTY, through its Department of Public Health, is in need of a vendor for its Rural
2 Mobile Health program to provide professional eye exams and prescription eyeglasses in the same visit for
3 children or adults ("Program"); and
4 WHEREAS, COUNTY, has determined that vulnerable populations in the rural areas have
5 consistently been disproportionally impacted due to a lack of medical services available in the rural areas;
6 and
7 WHEREAS, SUBRECIPIENT, is the only mobile vision services provider in the Central Valley that
8 provides the full menu of same day services desired by the Department of Public Health;
9 NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions herein
10 contained, the parties hereto agree as follows:
11 1. GENERAL OBLIGATIONS
12 A. SUBRECIPIENT shall perform all services and fulfill all responsibilities identified
13 in Exhibit A, Scope of Work, attached hereto and by this reference incorporated herein.
14 B. SUBRECIPIENT represents that each of the recitals, stated hereinabove and in
15 Exhibit A to this Agreement, concerning SUBRECIPIENT, and made by SUBRECIPIENT, are true and
16 correct, and that COUNTY may rely upon each of those representations in granting the SLFRF to
17 SUBRECIPIENT under this Agreement.
18 C. SUBRECIPIENT acknowledges that the SLFRF granted under this Agreement are
19 a subaward of SLFRF to carry out the Program.
20 D. SUBRECIPIENT understands and agrees that the SLFRF disbursed under this
21 award may only be spent on Eligible Uses in compliance with the ARPA, the United States Department
22 of the Treasury ("TREASURY') regulations implementing section 602 of the ARPA, and guidance issued
23 by the TREASURY regarding the foregoing.
24 E. SUBRECIPIENT shall abide by local and state pandemic guidelines in place at
25 any given time during the pandemic response and shall make every reasonable effort to follow safe and
26 appropriate public health protection measures to minimize risk of exposures.
27 F. Compliance. SUBRECIPIENT is obligated by this Agreement and is responsible
28 to ensure that SLFRF granted under this Agreement are spent in compliance with all ordinances of the
2
1 County of Fresno, and laws of the State of California, and all laws of the federal government. This
2 includes, but is not limited to, compliance with all requirements set forth in the Uniform Administrative
3 Requirements, Cost Principles, and Audit Requirements for Federal Awards, 2 Code of Federal
4 Regulations (CFR) Part 200, the TREASURY's Compliance and Reporting Guidance: State and Local
5 Fiscal Recovery Funds ("Compliance Guidance"), Department of the Treasury 31 CFR Part 35
6 Coronavirus State and Local Fiscal Recovery Funds Interim Final Rule ("Interim Final Rule") (for
7 expenditures before April 1, 2022) and Final Rule ("Final Rule") (for expenditures on April 1, 2022, or
8 later), and any subsequent updates, including TREASURY's Frequently Asked Questions. The award
9 terms and conditions required by the TREASURY are set forth in Exhibit E, which is attached and
10 incorporated by this reference, as provided by the TREASURY. Notwithstanding anything provided in
11 Section 8 of this Agreement, or in this Subsection 1(F), SUBRECIPIENT has the sole responsibility for
12 compliance under this Section 1(F).
13 G. SUBRECIPIENT agrees that if SUBRECIPIENT receives SLFRF from any other
14 local or state entity for all or any part of the Program for which SUBRECIPIENT has received SLFRF
15 from COUNTY under this Agreement, the SUBRECIPIENT shall contact COUNTY in writing within five
16 (5) business days. SUBRECIPIENT agrees that it may be required to return all or part of the SLFRF
17 received from the COUNTY if the total amount of SLFRF from all local and state entities exceeds the
18 Program's budget, and if SUBRECIPIENT does not intend to expand the Program.
19 H. None of the personnel employed in the administration of the Program shall be in
20 any way, or to any extent engaged in, the conduct of political activities prohibited by Chapter 15 of Title
21 5, U.S. Code, as applicable.
22 I. None of the SLFRF to be paid under this Agreement shall be used for any
23 partisan political activity, or to support or defeat legislation pending before Congress.
24 J. SUBRECIPIENT shall require its subcontractors pursuant to this Agreement to
25 indemnify the COUNTY as set forth in the first paragraph of section nine (9); to carry insurance, naming
26 the County of Fresno as additional insured and provide a waiver of subrogation for workers'
27 compensation as set forth in section ten (10), including and not limited to the additional requirements
28 relating to insurance requirements of this Agreement; to comply with the invoicing and documentation
3
1 provisions, as set forth in section five (5) of this Agreement; to pay back to COUNTY advance payments
2 deemed in excess of actual costs, as determined by the COUNTY; to comply with the Audits and
3 Inspections provisions, as set forth in section eleven (11) of this Agreement; to comply with the Health
4 Insurance Portability and Accountability Act provisions, as set forth in section twelve (12) of this
5 Agreement; to comply with the Non-Discrimination provisions, as set forth in section fourteen (14) of this
6 Agreement; and to comply with the Single Audit Clause provisions, as set forth in section fifteen (15)of
7 this Agreement.
8 K. COUNTY shall provide guidance and assistance in the determination and
9 implementation of safe and appropriate public health practices.
10 L. COUNTY shall collaborate on media communication and public messages to
11 ensure cohesive, unified messaging.
12 M. COUNTY shall review and approve all survey and assessment tools developed
13 for use among the public. All data collected and developed during the performance of this Agreement
14 shall be owned by COUNTY, however, SUBRECIPIENT may retain copies of all data. COUNTY shall
15 review and approve publications of data prior to public release to ensure data integrity and
16 confidentiality.
17 2. PROCUREMENT REQUIREMENTS
18 A. SUBRECIPIENT shall comply with all procurement requirements specified in the
19 Uniform Guidance, including, but not limited to, 2 CFR Part 200 et. seq.
20 B. SUBRECIPIENT shall take all necessary affirmative steps to assure that minority
21 businesses, women's business enterprises, and labor surplus area firms are used when possible, when
22 procuring goods and services under this Agreement, including the affirmative steps described in 2 CFR§
23 200.321.
24 C. As appropriate, and to the extent consistent with law, SUBRECIPIENT shall provide a
25 preference for the purchase, acquisition, or use of goods, products, or materials produced in the United
26 States (including but not limited to iron, aluminum, steel, cement, and other manufactured products).
27 3. REPORTING REQUIREMENTS
28
4
1 A. Monthly Program Expenditure Report: SUBRECIPIENT shall work with
2 COUNTY to create an appropriate reporting mechanism in accordance with the scope of work attached
3 hereto as Exhibit A. SUBRECIPIENT shall submit monthly reports by the twenty-fifth (25tf')working day
4 following the prior month's services. The reports shall contain, but not be limited to, the information
5 described in Exhibit B, which is attached and incorporated by this reference, and must include a
6 statement, signed by the SUBRECIPIENT, indicating that all expenditures in the report comply with the
7 Interim Rule and the Final Rule, as applicable, and ARPA guidelines for the SLFRF, as set forth by the
8 TREASURY.
9 B. Annual Performance Report: Within fifteen (15)days after each June 30,
10 SUBRECIPIENT shall submit one "Annual Performance Report" to the COUNTY, covering all
11 performance by the SUBRECIPIENT under this Agreement for the fiscal year ending that June 30. The
12 report shall contain, but not limited to, the information contained in Exhibit C, which is attached and
13 incorporated by this reference.
14 C. Final Report: A Final Program Report shall be submitted to COUNTY within thirty
15 (30) days upon completion of the Program. A Final Report shall include an accounting of all costs and
16 expenses related to the Program incurred by SUBRECIPIENT, and any other information as the
17 COUNTY deems necessary to facilitate closeout of the Program and ensure that the COUNTY's
18 obligations and requirements under the SLFRF Program are met. The Final Program Report is not
19 complete until COUNTY has delivered to SUBRECIPIENT written acceptance of the Final Program
20 Report.
21 4. NONDISCRIMINATION
22 A. During any period in which SUBRECIPIENT is in receipt of SLFRF from COUNTY,
23 SUBRECIPIENT and its Board, officers, employees, agents, representatives or subcontractors shall not
24 unlawfully discriminate in violation of any Federal, State or local law, rule or regulation against any
25 employee, applicant for employment or person receiving services under this Agreement because of race,
26 religious creed, color, national origin, ancestry, physical or mental disability including perception of
27 disability, medical condition, genetic information, pregnancy related condition, marital status, gender/sex,
28 sexual orientation, gender identity, gender expression, age (over 40), political affiliation or belief, or military
5
1 and veteran status. SUBRECIPIENT and its officers, employees, agents, representatives or subcontractors
2 shall comply with all applicable Federal, State and local laws and regulations related to non-discrimination
3 and equal opportunity, including, without limitation,the COUNTY's non-discrimination policy; Title VI of the
4 Civil Rights Act of 1964 (42 US.C. sections 2000d et seq.) and TREASURY's implementing regulations at
5 31 C.F.R. Part 22, which prohibit discrimination on the basis of race, color, or national origin under
6 programs or activities receiving federal financial assistance; The Fair Housing Act, Title VIII of the Civil
7 Rights Act of 1968 (42 U.S.C. sections 3601 et seq.),which prohibits discrimination in housing on the basis
8 of race, color, religion, national origin, sex, familial status, or disability; Section 504 of the Rehabilitation Act
9 of 1973, as amended (42 U.S.C. sections 6101 et seq.), and the TREASURY's implementing regulations at
10 31 C.F.R. part 23, which prohibit discrimination on the basis of age in programs or activities receiving
11 federal financial assistance; and Title II of the Americans with Disabilities Act of 1990, as amended (42
12 U.S.C. sections 12101 et seq.), which prohibits discrimination on the basis of disability under programs,
13 activities, and services provided or made available by state and local governments or instrumentalities or
14 agencies thereto; The Fair Employment and Housing Act(Government Code sections 12900 et seq.);
15 California Labor Code sections 1101, and 1102; the Federal Civil Rights Act of 1964 (P.L. 88-352), as
16 amended; and all applicable regulations promulgated in the California Code of Regulations or the Code of
17 Federal Regulations.
18 B. SUBRECIPIENT shall include the non-discrimination and compliance provisions of
19 this Section 4 in all subcontracts to perform work under this Agreement.
20 C. SUBRECIPIENT shall provide a system by which recipients of service shall have the
21 opportunity to express, and have considered, their views, grievances, and complaints regarding
22 SUBRECIPIENT's delivery of services.
23 5. CONFLICTS OF INTEREST; ETHICS
24 A. SUBRECIPIENT understands and agrees that it must maintain a conflict-of-interest
25 policy consistent with 2 CFR§ 200.318(c), and that such conflict-of-interest policy is applicable to each
26 activity funded under this award. Subrecipient must disclose in writing to the TREASURY and to COUNTY
27 any potential conflict of interest affecting the awarded SLFRF in accordance with 2 CFR§ 200.12. Further,
28 no officer, agent, or employee of SUB RECIPIENT may seek or accept any gifts, service, favor,
6
1 employment, engagement, remuneration, or economic opportunity which would tend to improperly influence
2 a reasonable person in that position to depart from the faithful and impartial discharge of the duties of that
3 position.
4 B. No officer, agent, or employee of SUBRECIPIENT may use his or her position to
5 secure or grant any unwarranted privilege, preference, exemption, or advantage for himself or herself, any
6 member of his or her household, any business entity in which he or she has a financial interest, or any
7 other person.
8 C. No officer, agent, consultant, or employee of SUBRECIPIENT may participate as an
9 agent of SUBRECIPIENT in the negotiation or execution of any contract between SUBRECIPIENT and any
10 private business in which he or she has a financial interest.
11 D. No officer, agent, consultant, or employee of SUBRECIPIENT may suppress any
12 report or other document because it might tend to affect unfavorably his or her private financial interests.
13 E. No officer, agent, consultant, employee, or elected or appointed official of the
14 COUNTY, or SUBRECIPIENT, shall have any interest, direct or indirect, financial, or otherwise, in any
15 contract, subcontract, or agreement with respect thereto, or the proceeds thereof, either for himself or
16 herself, or for those whom he or she has family or business ties, during his or her tenure, or for one year
17 thereafter, for any of the work to be performed pursuant to the Program.
18 6. REQUIRED LICENSES, CERTIFICATES,AND PERMITS
19 A. Any licenses, certificates or permits required by the federal, state, county, or municipal
20 governments for SUBRECIPIENT to provide the services and operate the Program described in Exhibit A
21 must be procured by SUBRECIPIENT, and be valid at the time SUBRECIPIENT enters into this
22 Agreement.
23 B. SUBRECIPIENT must maintain such licenses, certificates and permits in full force and
24 effect. Licenses, certificates and permits may include, but are not limited to, driver's licenses, professional
25 licenses or certificates, and business licenses. Such licenses, certificates, and permits will be procured and
26 maintained by SUBRECIPIENT at no expense to the COUNTY.
27 C. SUBRECIPEINT must show proof of established "indirect cost rates,"as defined by
28 the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, (5
7
1 U.S.C. 301; 2 CFR 200)with either the Federal Government, or a final negotiated "indirect cost rate"with
2 COUNTY that complies with the Uniform Guidelines within 3 months of receipt of SLFRF.
3 7. OFFICE SPACE, SUPPLIES, EQUIPMENT,AND OPERATING OVERHEAD
4 A. SUBRECIPIENT shall provide all office space, supplies, equipment, vehicles, reference
5 materials, and telephone service necessary for SUBRECIPIENT to provide the services and operate the
6 Program identified in Exhibit A to this Agreement. COUNTY is not obligated to reimburse or pay
7 SUBRECIPIENT for any expense or cost incurred by SUBRECIPIENT in procuring or maintaining such
8 items. Responsibility for the costs and expenses incurred by SUBRECIPIENT in providing and maintaining
9 such items is the sole responsibility and obligation of SUBRECIPIENT, and if funded by SLFRF, shall
10 comply with the Uniform Cost Administrative Principles, and Audit Requirements for Federal Awards.
11 8. SUBRECIPIENT'S ACKNOWLEDGEMENT OF COUNTY'S REPORTING TO TREASURY
12 A. SUBRECIPIENT acknowledges that COUNTY is obligated to comply with
13 TREASURY's Compliance and Reporting Guidance, which includes submitting mandatory periodic
14 reports to TREASURY.
15 B. SUBRECIPIENT acknowledges that COUNTY is accountable to the TREASURY for
16 SUBRECIPIENT oversight, including ensuring SUBRECIPIENT's compliance with the SLFRF program,
17 SLFRF Award Terms and Conditions, Treasury's Interim Final Rule or Final Rule, as applicable, and
18 reporting requirements, as applicable.
19 C. Notwithstanding anything to the contrary in this Section 8, (i) SUBRECIPIENT's
20 compliance with ARPA and this Agreement are a pre-condition to COUNTY's obligations under
21 Subsections A and B of this Section 8, (ii) nothing in Subsections A or B of this Section 8 relieve
22 SUBRECIPIENT of its obligations under ARPA and this Agreement, and (iii) Subsections A and B of this
23 Section 8 are for the purpose of informing SUBRECIPIENT that COUNTY has certain obligations to
24 TREASURY, the performance of which depend on SUBRECIPIENT's compliance with ARPA and this
25 Agreement, and in no way create any enforceable obligation by SUBRECIPIENT against COUNTY.
26 9. PENALTIES
27 SUBRECIPIENT acknowledges that under ARPA, failure to comply with the restrictions on use as
28 described herein, may result in the TREASURY's recoupment of SLFRF from the COUNTY, and that in
8
1 such an event, COUNTY would recoup the SLFRF from SUBRECIPIENT.
2 SUBRECIPIENT also acknowledges that if SUBRECIPIENT fails to comply with the U.S.
3 Constitution, Federal statutes, regulations or the terms and conditions of this Federal award, the COUNTY
4 may impose additional conditions, as described in 2 CFR § 200.208. If the COUNTY determines that
5 noncompliance cannot be remedied by imposing additional conditions, the COUNTY may take one or more
6 of the following actions, as appropriate in the circumstances:
7 A. Demand repayment of SLFRF issued to SUBRECIPIENT. SUBRECIPIENT shall
8 refund SLFRF upon demand by COUNTY.
9 B. Temporarily withhold cash payments pending correction of the deficiency by
10 SUBRECIPIENT, or more severe enforcement action by the COUNTY;
11 C. Disallow(that is, deny both use of funds and any applicable matching credit for)all
12 or part of the cost of the activity or action not in compliance;
13 D. Wholly or partly suspend or terminate the SLFRF subaward;
14 E. Recommend the TREASURY initiate suspension or debarment proceedings;
15 F. Withhold further SLFRF for the Program; and
16 G. Take other remedies that may be legally available.
17 10. FINANCIAL MANAGEMENT
18 A. All of the SLFRF received by SUBRECIPIENT shall be maintained by
19 SUBRECIPIENT in a separate account (the "SLFRF Account"), which shall be distinct from any and all
20 other accounts or funds of the SUBRECIPIENT, and any interest, income, or increase in such SLFRF as
21 a result of any investment thereof shall be maintained in such SLFRF Account for the sole authorized
22 use under this Agreement, provided that, in the event SUBRECIPIENT has more than one authorized
23 use of such SLFRF under this Agreement, SUBRECIPIENT may have such number of such separate
24 accounts that correspond to each such authorized use provided further that such separate accounts are
25 subject to this Section 10(A), and are segregated and identified by a unique identifier. In no event shall
26 any such SLFRF be placed in any investment that may be withdrawn only upon payment of penalty, fee,
27 or charge.
28
9
1 B. SUBRECIPIENT must provide to COUNTY evidence of SUBRECIPIENT's
2 financial accountability. SUBRECIPIENT shall comply with all applicable Uniform Guidance
3 requirements. SUBRECIPIENT shall consult with COUNTY if SUBRECIPIENT is not certain which
4 Uniform Guidance requirements apply or how they apply.
5 C. Pursuant to 2 CFR 200.303, the SUBRECIPIENT shall develop and implement
6 written internal controls that are effective to ensure that funding decisions under the SLFRF constitute
7 Eligible Uses of SLFRF, and shall document all funding decisions. Upon request by COUNTY, the
8 SUBRECIPIENT shall provide the written internal controls and documentation of funding decisions to
9 the COUNTY.
10 D. SUBRECIPIENT shall submit to the COUNTY a copy of SUBRECIPIENT's most
11 recent single audit under 2 CFR Part 200, or a certification that SUBRECIPIENT expended less than
12 Seven Hundred Fifty Thousand Dollars and No Cents ($750,000) of Federal funds during that reporting
13 period. If SUBRECIPIENT submits a letter stating it expended less than Seven Hundred Fifty Thousand
14 Dollars and No Cents ($750,000) in Federal funds, SUBRECIPIENT shall provide a recent financial
15 statement certified by an appropriate officer or employee of the SUBRECIPIENT. Financial
16 accountability submissions shall be provided to County of Fresno, Department of Public Health, 61n
17 Floor, 1221 Fresno St, Fresno, CA 93721, Attention: Business Office, or electronically to e-mail address
18 DPHBOAP(a).fresnocountyca.gov.
19 E. SUBRECIPIENT certifies that neither it, nor its principals, are presently debarred,
20 suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this
21 transaction by any federal department or agency. This certification is made pursuant to the regulations
22 implemented by 2 CFR Part 200, Subpart 200.214, Debarment and Suspension, and any relevant
23 program-specific regulations. This provision shall be required of every subcontractor receiving any
24 payment in whole or in part from Federal funds.
25 F. SUBRECIPIENT shall record all costs of the Program, which shall be supported
26 by adequate source documentation, including payroll ledgers, time records, invoices, contracts,
27 vouchers, orders, and other accounting documents evidencing in proper detail the nature and propriety
28 of all costs. At any time during normal business hours, SUBRECIPIENT's financial transactions with
10
1 respect to the Program may be audited by the COUNTY or independent auditors contracted by the
2 COUNTY, or any combination thereof. The representatives of the auditing agency or agencies shall
3 have access to all books, documents, accounts, records, reports, files, papers, things, property,
4 contractors of program services, and other persons pertaining to such financial transactions and
5 necessary to facilitate the audit.
6 G. Copies, excerpts, or transcripts of all of the books, documents, papers, and
7 records, including invoices, payroll registers, time records, contracts, and accounting documents
8 concerning matters that are reasonably related to the Program shall be provided upon request to the
9 COUNTY.
10 H. Expenditures eligible for reimbursement from the SLFRF are described in Exhibit
11 B, which is attached and incorporated by this reference. SUBRECIPIENT shall not make any changes to
12 Exhibit B without prior written approval of the COUNTY.
13 I. No cash reimbursement for purchases of any kind is allowable.
14 11. TERM
15 The term of this Agreement shall comply with ARPA Guidelines, and shall be for a period of two (2)
16 years, commencing on May 1, 2023 through and including April 30, 2025. This Agreement may be
17 extended for one (1)additional consecutive twelve (12)month period upon written approval of both parties
18 no later than the last day of the current term. The Director of the Department of Public Health or his or her
19 designee is authorized to execute such written approval on behalf of COUNTY based on CONTRACTOR'S
20 satisfactory performance and the availability of funding. The extension of this Agreement by the County is
21 not a waiver or compromise of any default or breach of this Agreement by the Contractor existing at the
22 time of the extension whether or not known to the County.
23 Notwithstanding timelines provided in this Agreement, SUBRECIPIENT may only use ARPA SLFRF
24 to cover costs incurred during the time period set forth by the TREASURY. The COUNTY's written
25 acceptance of the Final Program Report under Section 3(C)of this Agreement shall include the COUNTY's
26 written notification to the SUBRECIPIENT, on behalf of COUNTY, that the Agreement term has ended. The
27 Director of the Department of Public Health or his or her designee is authorized to execute this written
28 acceptance of the Final Program Report and notification of term end to SUBRECIPIENT.
11
1 12. TERMINATION
2 A. Non-Allocation of Funds: The terms of this Agreement, and the services to be
3 provided hereunder, are contingent on the approval of funds by the appropriating government agency.
4 Should sufficient funds not be allocated, the services provided may be modified, or this Agreement
5 terminated by COUNTY, at any time without penalty to COUNTY by giving the SUBRECIPIENT sixty (60)
6 days advance written notice.
7 B. Breach of Contract: The COUNTY may immediately suspend or terminate this
8 Agreement in whole or in part, where in the determination of the COUNTY there is:
9 1) An illegal or improper use of funds;
10 2) A failure to comply with any term of this Agreement;
11 3) A substantially incorrect or incomplete report submitted to the COUNTY;
12 4) Improperly performed service.
13 In no event shall any payment by the COUNTY constitute a waiver by the COUNTY of any breach
14 of this Agreement or any default which may then exist on the part of the SUBRECIPIENT. Neither shall
15 such payment impair or prejudice any remedy available to the COUNTY with respect to the breach or
16 default. The COUNTY shall have the right to demand of the SUBRECIPIENT the repayment to the
17 COUNTY of any SLFRF disbursed to the SUBRECIPIENT under this Agreement, which in the judgment of
18 the COUNTY were not expended in accordance with the terms of this Agreement. The SUBRECIPIENT
19 shall promptly refund any such SLFRF upon demand.
20 C. Without Cause: Under circumstances other than those set forth above, this
21 Agreement may be terminated by COUNTY by giving sixty (60)days advance written notice of an intention
22 to terminate to SUBRECIPIENT.
23 13. GRANT FUNDING/COMPENSATION
24 A. The parties understand that funding for this Agreement is SLFRF provided pursuant to
25 ARPA, codified at Title 31 CFR Part 35, and any amendments thereafter. COUNTY agrees to grant
26 SUBRECIPIENT, and SUBRECIPIENT agrees to receive such grants, up to the total SLFRF grant, in an
27 amount not to exceed Six Hundred Thousand Dollars and No Cents ($600,000.00) during the term of this
28 Agreement.
12
1 SUBRECIPIENT shall submit written drawdown requests monthly for the payment of eligible
2 necessary expenses in support of the Program. Drawdown requests for the COUNTY to make a such
3 payment shall be in accordance with the sample Drawdown Request Form, attached as Exhibit B, and
4 incorporated by this reference. Drawdown requests shall detail expenses incurred in support of the
5 Program for items listed in Exhibit B of this Agreement. Requests should include supporting cost
6 documentation such as payroll records, equipment/supply invoices, lease payment, payment records for
7 marketing/education/outreach costs, utility/janitorial payments, mileage records if applicable.
8 SUBRECIPIENT shall submit documentation to the County of Fresno, Department of Public Health,
9 61 Floor, 1221 Fresno St, Fresno, CA 93721, Attention: Business Office or electronically, to e-mail address
10 DPHBOAP(cDfresnocountyca.gov. Payment by COUNTY shall be in arrears for services provided during
11 the preceding period of time, within forty-five (45)days from date of receipt, verification and approval of
12 SUBRECIPIENT's invoice and supporting documentation by COUNTY. If SUBRECIPIENT fails to comply
13 with any provision of this Agreement, COUNTY shall be relieved of its obligations for further compensation.
14 B. To ensure compliance with Federal and State regulations, COUNTY may require
15 additional supporting documentation or clarification of claimed expenses as follows:
16 i. COUNTY staff shall notify SUBRECIPIENT to obtain necessary additional
17 documentation or clarification.
18 ii. SUBRECIPIENT shall respond within five (5) business days with required
19 additional documentation or clarification to avoid disallowances/partial payment of invoice.
20 iii. All invoices containing expenses that need additional documentation or
21 clarification not provided to COUNTY within five (5) business days of request shall have those expenses
22 disallowed, and only the allowed expenses shall be paid.
23 iv. SUBRECIPIENT may resubmit disallowed expenses as a supplemental invoice
24 only, and must be accompanied by required documentation.
25 C. All expenses incidental to SUBRECIPIENT'S performance of services in carrying out
26 its Program under this Agreement shall be borne by SUBRECIPIENT. Except as expressly provided in this
27 Agreement, SUBRECIPIENT shall not be entitled to, nor receive from COUNTY, any additional
28 consideration, compensation, salary, wages, or other type of remuneration for services rendered under
13
1 this Agreement. COUNTY shall not withhold any Federal or State income taxes or Social Security tax from
2 any payments made by COUNTY to SUBRECIPIENT under the terms and conditions of this Agreement.
3 Payment of all taxes and assessments on such sums is the sole responsibility of SUBRECIPIENT. County
4 has no responsibility or liability for payment of SUBRECIPIENT's taxes or assessments.
5 14. INDEPENDENT CONTRACTOR
6 In performance of the work, duties and obligations assumed by SUBRECIPIENT under this
7 Agreement, it is mutually understood and agreed that SUBRECIPIENT, including any and all of the
8 SUBRECIPIENT'S officers, agents, and employees will at all times be acting and performing as an
9 independent contractor, and shall act in an independent capacity and not as an officer, agent, servant,
10 employee,joint venturer, partner, or associate of the COUNTY. Furthermore, COUNTY shall have no right
11 to control or supervise or direct the manner or method by which SUBRECIPIENT shall perform its work and
12 function. However, COUNTY shall retain the right to administer this Agreement so as to verify that
13 SUBRECIPIENT is performing its obligations in accordance with the terms and conditions thereof.
14 SUBRECIPIENT and COUNTY shall comply with all applicable provisions of law and the rules and
15 regulations, if any, of governmental authorities having jurisdiction over all matters subject thereto.
16 Because of its status as an independent contractor, SUBRECIPIENT shall have absolutely no right
17 to employment rights and benefits available to COUNTY employees. SUBRECIPIENT shall be solely liable
18 and responsible for providing to, or on behalf of, its employees all legally-required employee benefits. In
19 addition, SUBRECIPIENT shall be solely responsible and save COUNTY harmless from all matters relating
20 to payment of SUBRECIPIENT'S employees, including compliance with Social Security withholding and all
21 other regulations governing such matters. It is acknowledged that during the term of this Agreement,
22 SUBRECIPIENT may be providing services to others unrelated to the COUNTY or to this Agreement.
23 15. MODIFICATION
24 Any matters of this Agreement may be modified from time to time by the written consent of all the
25 parties without, in any way, affecting the remainder.
26 Notwithstanding the above, changes to object levels in the budget, attached hereto as Exhibit B,
27 that do not exceed ten percent (10%) of the maximum compensation payable to SUBRECIPIENT may be
28 made with written approval of COUNTY's Department of Public Health Director or designees. Said budget
14
1 changes shall not result in any change to the maximum compensation amount payable to SUBRECIPIENT,
2 nor shall it reduce the delivery of services or significantly modify the scope of the services originally
3 intended and approved under this Agreement, as stated herein.
4 16. NON-ASSIGNMENT
5 Neither party shall assign, transfer, or sub-contract this Agreement, nor their rights or duties under
6 this Agreement without the prior written consent of the other party.
7 17. INDEMNITY
8 The SUBRECIPIENT shall indemnify and hold harmless and defend the COUNTY (including its
9 officers, agents, employees, and volunteers) against all claims, demands, injuries, damages, costs,
10 expenses (including attorney fees and costs), fines, penalties, and liabilities of any kind to the COUNTY,
11 the SUBRECIPIENT, or any third party that arise from or relate to the performance or failure to perform
12 by the SUBRECIPIENT (or any of its officers, agents, subcontractors, or employees) under this
13 Agreement. The COUNTY may conduct or participate in its own defense without affecting the
14 SUBRECIPIENT's obligation to indemnify and hold harmless or defend the COUNTY .
15 SUBRECIPIENT shall indemnify COUNTY against any and all actions of recoupment by the
16 TREASURY arising from this Agreement. Such indemnification shall not be limited to the term of this
17 Agreement.
18 The provisions of this Section 17 shall survive the termination or expiration of this Agreement.
19 18. INSURANCE
20 Without limiting the COUNTY's right to obtain indemnification from SUBRECIPIENT or any third
21 parties, SUBRECIPIENT, at its sole expense, shall maintain in full force and effect, the following
22 insurance policies throughout the term of the Agreement:
23 A. Commercial General Liability
24 Commercial General Liability Insurance with limits of not less than Two Million Dollars
25 ($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00).This
26 policy must be issued on a per occurrence basis. Coverage must include products, completed operations,
27 property damage, bodily injury, personal injury, and advertising injury. The SUBRECIPIENT shall obtain an
28 endorsement to this policy naming the County of Fresno, its officers, agents, employees, and
15
1 volunteers, individually and collectively, as additional insureds, but only insofar as the operations under
2 this Agreement are concerned. Such coverage for additional insureds will apply as primary insurance
3 and any other insurance, or self-insurance, maintained by the COUNTY is excess only and not
4 contributing with insurance provided under the SUBRECIPIENT's policy.
5 B. Automobile Liabilitv
6 Automobile Liability Insurance with limits of not less than One Million Dollars ($1,000,000.00) per
7 occurrence for bodily injury and for property damages. Coverage must include any auto used in connection
8 with this Agreement.
9 C. Professional Liability
10 If SUBRECIPIENT employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W., M.F.C.C.) in
11 providing services, Professional Liability Insurance with limits of not less than One Million Dollars
12 ($1,000,000.00) per occurrence and an annual aggregate of Three Million Dollars ($3,000,000.00).
13 If this is a claims-made policy, then (1) the retroactive date must be prior to the date on which services
14 began under this Agreement; (2)the SUBRECIPIENT shall maintain the policy and provide to the
15 COUNTY annual evidence of insurance for not less than five years after completion of services under
16 this Agreement; and (3) if the policy is canceled or not renewed, and not replaced with another claims-
17 made policy with a retroactive date prior to the date on which services begin under this Agreement, then
18 the SUBRECIPIENT shall purchase extended reporting coverage on its claims-made policy for a
19 minimum of five years after completion of services under this Agreement.
20 D. Workers Compensation
21 A policy of Workers Compensation insurance as required by the laws of the State of California with
22 statutory limits.
23 E. Employer's Liability
24 Employer's liability insurance with limits of not less than One Million Dollars ($1,000,000) per
25
26
27
28
16
1 occurrence for bodily injury and for disease.
2 F. Molestation
3 Sexual abuse/molestation liability insurance with limits of not less than Two Million Dollars
4 ($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00). This
5 policy must be issued on a per occurrence basis.
6 G. Cyber Liability
7 Cyber Liability Insurance, with limits not less than Two Million Dollars ($2,000,000.00) per
8 occurrence. Coverage must include claims involving Cyber Risks. The cyber liability policy must be
9 endorsed to cover the full replacement value of damage to, alteration of, loss of, or destruction of
10 intangible property (including but not limited to information or data) that is in the care, custody, or control
11 of the SUBRECIPIENT.
12 Definition of Cyber Risks. "Cyber Risks" include but are not limited to (i) Security Breach, which
13 may include Disclosure of Personal Information to an Unauthorized Third Party; (ii) data breach; (iii)
14 breach of any of the SUBRECIPIENT's obligations under Exhibit F, Confidentiality and Data Security, of
15 this Agreement; (iv) system failure; (v) data recovery; (vi)failure to timely disclose data breach or
16 Security Breach; (vii)failure to comply with privacy policy; (viii) payment card liabilities and costs; (ix)
17 infringement of intellectual property, including but not limited to infringement of copyright, trademark,
18 and trade dress; (x) invasion of privacy, including release of private information; (xi) information theft;
19 (xii) damage to or destruction or alteration of electronic information; (xiii) cyber extortion; (xiv) extortion
20 related to the SUBRECIPIENT's obligations under this Agreement regarding electronic information,
21 including Personal Information; (xv)fraudulent instruction; (xvi) funds transfer fraud; (xvii)telephone
22 fraud; (xviii) network security; (xix) data breach response costs, including Security Breach response
23 costs; (xx) regulatory fines and penalties related to the SUBRECIPIENT's obligations under this
24 Agreement regarding electronic information, including Personal Information; and (xxi) credit monitoring
25 expenses.
26 Additional Requirements Relating to Insurance
27 (A) Verification of Coverage. Within 30 days after the SUBRECIPIENT signs this Agreement,
28 and at any time during the term of this Agreement as requested by the COUNTY's Risk Manager or the
17
1 County Administrative Office, the SUBRECIPIENT shall deliver, or cause its broker or producer to deliver,
2 to the County of Fresno, Department of Public Health, P.O. Box 11867, Fresno, CA 93775, Attention:
3 Contracts Section—61h Floor, or email, DPHContracts@fresnocountyca.gov, certificates of insurance and
4 endorsements for all of the coverages required under this Agreement.
5 (i) Each insurance certificate must state that: (1)the insurance coverage has been
6 obtained and is in full force; (2)the COUNTY, its officers, agents, employees, and volunteers are not
7 responsible for any premiums on the policy; and (3)the SUBRECIPIENT has waived its right to recover
8 from the COUNTY, its officers, agents, employees, and volunteers any amounts paid under any insurance
9 policy required by this Agreement and that waiver does not invalidate the insurance policy.
10 (ii) The commercial general liability insurance certificate must also state, and include an
11 endorsement, that the County of Fresno, its officers, agents, employees, and volunteers, individually and
12 collectively, are additional insureds insofar as the operations under this Agreement are concerned. The
13 commercial general liability insurance certificate must also state that the coverage shall apply as primary
14 insurance and any other insurance, or self-insurance, maintained by the COUNTY shall be excess only and
15 not contributing with insurance provided under the SUBRECIPIENT's policy.
16 (iii) The automobile liability insurance certificate must state that the policy covers any auto
17 used in connection with this Agreement.
18 (iv) The professional liability insurance certificate, if it is a claims-made policy, must also
19 state the retroactive date of the policy, which must be prior to the date on which services began under this
20 Agreement.
21 (v) The technology professional liability insurance certificate must also state that coverage
22 encompasses all of the SUBRECIPIENT's obligations under this Agreement, including but not limited to
23 claims involving Cyber Risks, as that term is defined in this Agreement.
24 (vi) The cyber liability insurance certificate must also state that it is endorsed, and include
25 an endorsement, to cover the full replacement value of damage to, alteration of, loss of, or destruction of
26 intangible property(including but not limited to information or data)that is in the care, custody, or control of
27 the SUBRECIPIENT.
28 (B) Acceptability of Insurers.All insurance policies required under this Agreement must be
18
1 issued by admitted insurers licensed to do business in the State of California and possessing at all times
2 during the term of this Agreement an A.M. Best, Inc. rating of no less than A: VII.
3 (C) Notice of Cancellation or Change. For each insurance policy required under this Agreement,
4 the SUBRECIPIENT shall provide to the COUNTY, or ensure that the policy requires the insurer to provide
5 to the COUNTY, written notice of any cancellation or change in the policy as required in this paragraph. For
6 cancellation of the policy for nonpayment of premium, the SUBRECIPIENT shall, or shall cause the insurer
7 to, provide written notice to the COUNTY not less than 10 days in advance of cancellation. For cancellation
8 of the policy for any other reason, and for any other change to the policy, the SUBRECIPIENT shall, or shall
9 cause the insurer to, provide written notice to the COUNTY not less than 30 days in advance of cancellation
10 or change. The COUNTY in its sole discretion may determine that the failure of the SUBRECIPIENT or its
11 insurer to timely provide a written notice required by this paragraph is a breach of this Agreement.
12 (D) COUNTY's Entitlement to Greater Coverage. If the SUBRECIPIENT has or obtains
13 insurance with broader coverage, higher limits, or both, than what is required under this Agreement, then
14 the COUNTY requires and is entitled to the broader coverage, higher limits, or both. To that end, the
15 SUBRECIPIENT shall deliver, or cause its broker or producer to deliver, to the COUNTY's Risk Manager
16 certificates of insurance and endorsements for all of the coverages that have such broader coverage,
17 higher limits, or both, as required under this Agreement.
18 (E) Waiver of Subrogation. The SUBRECIPIENT waives any right to recover from the COUNTY,
19 its officers, agents, employees, and volunteers any amounts paid under the policy of worker's
20 compensation insurance required by this Agreement. The SUBRECIPIENT is solely responsible to obtain
21 any policy endorsement that may be necessary to accomplish that waiver, but the SUBRECIPIENT's
22 waiver of subrogation under this paragraph is effective whether or not the SUBRECIPIENT obtains such an
23 endorsement.
24 (F) COUNTY's Remedy for SUBRECIPIENT's Failure to Maintain. If the SUBRECIPIENT fails
25 to keep in effect at all times any insurance coverage required under this Agreement, the COUNTY may, in
26 addition to any other remedies it may have, suspend or terminate this Agreement upon the occurrence of
27 that failure, or purchase such insurance coverage, and charge the cost of that coverage to the
28 SUBRECIPIENT. The COUNTY may offset such charges against any amounts owed by the COUNTY to
19
1 the SUBRECIPIENT under this Agreement.
2 (G) Subcontractors. The SUBRECIPIENT shall require and verify that all subcontractors used
3 by the SUBRECIPIENT to provide services under this Agreement maintain insurance meeting all insurance
4 requirements provided in this Agreement. This paragraph does not authorize the SUBRECIPIENT to
5 provide services under this Agreement using subcontractors.
6 19. RECORDKEEPING AND CONFIDENTIALITY
7 A. Pursuant to the Compliance Guidance published by TREASURY, the SUBRECIPIENT
8 must maintain records and financial documents for five (5)years after all SLFRF have been expended or
9 returned to TREASURY. SUBRECIPIENT acknowledges that the Compliance Guidance published by
10 TREASURY may change, and understands that any changes must be complied with. SUBRECIPIENT is
11 responsible to comply with any changes made to the Compliance Guidance, and COUNTY has no
12 responsibility to notify the SUBRECIPIENT of any changes to the Compliance Guidance by TREASURY.
13 B. SUBRECIPIENT shall maintain reasonable security measures to protect records
14 containing personal information from unauthorized access, acquisition, destruction, use, modification, or
15 disclosure pursuant to the California Consumer Privacy Act (CCPA)to ensure against a breach of
16 security of personal information of clients, staff, or other individuals. SUBRECIPIENT shall have
17 established written policies and procedures that align with CCPA, and shall follow such procedures.
18 Upon request, SUBRECIPIENT shall make available to COUNTY staff such written policies and
19 procedures, and shall be monitored for compliance.
20 20. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT
21 COUNTY and CONTRACTOR each consider and represent themselves as covered entities as
22 defined by the U.S. Health Insurance Portability and Accountability Act of 1996, Public Law 104-191
23 (HIPAA)and agree to use and disclose Protected Health Information (PHI) as required by law.
24 COUNTY and CONTRACTOR acknowledge that the exchange of PHI between them is only for
25 treatment, payment, and health care operations.
26 COUNTY and CONTRACTOR intend to protect the privacy and provide for the security of PHI
27 pursuant to the Agreement in compliance with HIPAA, the Health Information Technology for Economic and
28 Clinical Health Act, Public Law 111-005 (HITECH), and regulations promulgated thereunder by the U.S.
20
1 Department of Health and Human Services (HIPAA Regulations) and other applicable laws.
2 As part of the HIPAA Regulations, the Privacy Rule and the Security Rule require CONTRACTOR
3 to enter into a contract containing specific requirements prior to the disclosure of PHI, as set forth in, but not
4 limited to, Title 45, Sections 164.314(a), 164.502(e) and 164.504(e)of the Code of Federal Regulations.
5 21. AUDITS AND INSPECTIONS
6 A. SUBRECIPIENT shall, at any time during business hours, and as often as the
7 COUNTY may deem necessary, make available to the COUNTY for examination all of its records and data
8 with respect to the matters covered by this Agreement. The SUBRECIPIENT shall, upon request by the
9 COUNTY, permit the COUNTY to audit and inspect all of such records and data necessary to ensure
10 SUBRECIPIENT'S compliance with the terms of this Agreement. SUBRECIPIENT shall allow duly
11 authorized representatives of the COUNTY or independent auditors contracted by the COUNTY, or any
12 combination thereof, to conduct such reviews, audits, and on-site monitoring of the Program as the
13 reviewing entity deems to be appropriate in order to determine:
14 1) Whether the objectives of the Program are being achieved;
15 2) Where the Program is being operated in an efficient and effective manner;
16 3) Whether management control systems and internal procedures have been
17 established to meet the objectives of the Program;
18 4) Whether the financial operations of the Program are being conducted
19 properly;
20 5) Whether the periodic reports to the COUNTY contain accurate and reliable
21 information;
22 6) Whether all of the activities of the Program are conducted in compliance with
23 the provisions of state and federal laws and regulations and this Agreement; and
24 7) Whether all activities associated with the Program are in compliance with the
25 Interim Final Rule and Final Rule for the SLFRF, the Compliance Guidance, and any subsequent
26 guidance issued by TREASURY.
27 B. SUBRECIPIENT shall maintain all books, documents, and other materials relevant
28 to its performance under this Agreement. These records shall be subject to the inspection, review, and
21
1 audit by the COUNTY or its designees, and the TREASURY, for five (5)years following termination of this
2 Agreement. If it is determined during the course of the audit that the SUBRECIPIENT was reimbursed for
3 unallowable costs under this Agreement, the ARPA Guidelines, or the Final Rule, SUBRECIPIENT agrees
4 to promptly reimburse the COUNTY for such payments upon request.
5 C. SUBRECIPIENT agrees and acknowledges that if SUBRECIPIENT expends more
6 than Seven Hundred Fifty Thousand Dollars ($750,000) in Federal awards during a fiscal year,
7 SUBRECIPIENT shall be subject to an audit under the Single Audit Act and its implementing regulation at
8 2 CFR Part 200, Subpart F, regarding audit requirements. SUBRECIPIENT shall submit said audit and
9 management letter to COUNTY. The audit must include a statement of findings or a statement that there
10 were no findings. If there were negative findings, SUBRECIPIENT must include a corrective action plan
11 signed by an authorized individual. SUBRECIPIENT agrees to take action to correct any material non-
12 compliance or weakness found as a result of such audit. Such audit shall be delivered to COUNTY'S DPH
13 Administration for review within nine (9) months of the end of any fiscal year in which funds were
14 expended and/or received for the program. Failure to perform the requisite audit functions as required by
15 this Agreement may result in COUNTY performing the necessary audit tasks, or at the COUNTY'S option,
16 contracting with a public accountant to perform said audit, or, may result in the inability of COUNTY to
17 enter into future agreements with SUBRECIPIENT.
18 D. A single audit report is not applicable if all SUBRECIPIENT'S Federal contracts do
19 not exceed the Seven Hundred Fifty Thousand Dollars ($750,000) requirement or SUBRECIPIENT'S
20 federal funding is through Drug Medi-Cal.
21 22. NOTICES
22 The persons and their addresses having authority to give and receive notices under this Agreement
23 include the following:
24
For the County:
25 Director, Department of Public Health
County of Fresno
26 P.O. Box 11867
Fresno, CA 93775
27 DPHContracts@fresnocountyca.gov
Fax: 559-600-7687
28
22
1 For the Subrecipient:
Tzu Chi Mobile Clinic
2 Attn: Steven Voon
3898 N Ann Ave
3 Fresno, CA 93727
steven.voon@tzuchimedical.us
4
5
All notices between the COUNTY and SUBRECIPIENT provided for or permitted under this
6
Agreement must be in writing and delivered either by personal service, by first-class United States mail, by
7
an overnight commercial courier service, or by telephonic facsimile transmission.A notice delivered by
8
personal service is effective upon service to the recipient. A notice delivered by first-class United States
9
mail is effective three COUNTY business days after deposit in the United States mail, postage prepaid,
10
addressed to the recipient. A notice delivered by an overnight commercial courier service is effective one
11
COUNTY business day after deposit with the overnight commercial courier service, delivery fees prepaid,
12
with delivery instructions given for next day delivery, addressed to the recipient. A notice delivered by
13
telephonic facsimile is effective when transmission to the recipient is completed (but, if such transmission is
14
completed outside of COUNTY business hours, then such delivery shall be deemed to be effective at the
15
next beginning of a COUNTY business day), provided that the sender maintains a machine record of the
16
completed transmission. For all claims arising out of or related to this Agreement, nothing in this section
17
establishes, waives, or modifies any claims presentation requirements or procedures provided by law,
18
including but not limited to the Government Claims Act (Division 3.6 of Title 1 of the Government Code,
19
beginning with section 810).
20
23. GOVERNING LAW
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
24. JURISDICTION AND VENUE
24
This Agreement is signed and performed in Fresno County, California. SUBRECIPIENT
25
consents to California jurisdiction for actions arising from or related to this Agreement, and, subject to
26
the Government Claims Act, all such actions must be brought and maintained in Fresno County.
27
25. DISCLOSURE OF SELF-DEALING TRANSACTIONS
28
23
1 This provision is only applicable if the SUBRECIPIENT is operating as a corporation (a for-profit
2 or non-profit corporation) or if during the term of the agreement, the SUBRECIPIENT changes its status
3 to operate as a corporation.
4 Members of the SUBRECIPIENT's Board of Directors shall disclose any self-dealing transactions
5 that they are a party to while SUBRECIPIENT is providing goods or performing services under this
6 agreement. A self-dealing transaction shall mean a transaction to which the SUBRECIPIENT is a party
7 and in which one or more of its directors has a material financial interest. Members of the Board of
8 Directors shall disclose any self-dealing transactions that they are a party to by completing and signing a
9 Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit D and incorporated herein by
10 reference, and submitting it to the COUNTY prior to commencing with the self-dealing transaction or
11 immediately thereafter.
12 26. ELECTRONIC SIGNATURES
13 The parties agree that this Agreement may be executed by electronic signature as provided in
14 this section. An "electronic signature" means any symbol or process intended by an individual signing
15 this Agreement to represent their signature, including but not limited to (1)a digital signature; (2) a faxed
16 version of an original handwritten signature; or (3) an electronically scanned and transmitted (for
17 example by PDF document) of a handwritten signature. Each electronic signature affixed or attached to
18 this Agreement (1) is deemed equivalent to a valid original handwritten signature of the person signing
19 this Agreement for all purposes, including but not limited to evidentiary proof in any administrative or
20 judicial proceeding, and (2) has the same force and effect as the valid original handwritten signature of
21 that person. The provisions of this section satisfy the requirements of Civil Code section 1633.5,
22 subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5,
23 beginning with section 1633.1). Each party using a digital signature represents that it has undertaken
24 and satisfied the requirements of Government Code section 16.5, subdivision (a), paragraphs (1)
25 through (5), and agrees that each other party may rely upon that representation. This Agreement is not
26 conditioned upon the parties conducting the transactions under it by electronic means and either party
27 may sign this Agreement with an original handwritten signature.
28 27. SEVERABILITY
24
1 The positions of this Agreement are severable. The invalidity or unenforceability of any one
2 provision in the Agreement shall not affect the other provisions.
3 28. ENTIRE AGREEMENT
4 This Agreement, including all exhibits, constitutes the entire agreement between the
5 SUBRECIPIENT and COUNTY with respect to the subject matter hereof, and supersedes all previous
6 Agreement negotiations, proposals, commitments, writings, advertisements, publications, and
7 understanding of any nature whatsoever unless expressly included in this Agreement, the inconsistency
8 shall be resolved by giving precedence in the following order of priority: (1)the text of this Agreement
9 (excluding exhibits) and (2)the exhibits attached hereto. Notwithstanding this provision, any additional
10 requirements and/or guidelines set forth by the TREASURY regarding the uses and reporting
11 requirements for ARPA SLFRF after the execution of this Agreement shall be understood to be
12 integrated into this Agreement, and binding on the parties.
13 //
14
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1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
2 first hereinabove written.
3 SUB ECIPIENT COUNTY OF FRESNO
4 ' ��v
5 Steven Voon, Chief Operating Officer I �ero�,uiChairman of the Board of
& Executive Vice President rvif the County of Fresno
6 Buddhist Tzu Chi Medical
Foundation
7
8
ATTEST:
g Mailing Address: Bernice E. Seidel
Tzu Chi Mobile Clinic Clerk of the Board of Supervisors
10 Attn: Steven Voon County of Fresno, State of California
11 3898 N Ann Ave
Fresno, CA 93727
12
13
By:
14 Deputy
FOR ACCOUNTING USE ONLY:
15 Fund: 0001
16 Subclass: 10000
17 ORG: 56201022
18 Account:7295
19
20
21
22
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24
25
26
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26
Exhibit A
SCOPE OF WORK
The County of Fresno (COUNTY) Department of Public Health (DPH) is in need of a SUBRECIPIENT
to provide professional eye exams and prescription eyeglasses as part of the Rural Mobile Health
(RMH) program. The RMH program identifies gaps in health care among residents living in Fresno
County's rural areas, connecting patients to community services and a primary care doctor. Medical
and clerical staff organize and conduct RMH clinics that provide communicable disease and chronic
disease screenings, immunizations, preventative care, treatment, and linkage for patients to a primary
care clinic. RMH clinics will be held through employers or through community medical clinic/vaccination
events that may be open to the general public.
SUBRECIPIENT will work with COUNTY staff to determine the dates, times and locations of the RMH
clinics that will offer mobile vision services. Notification time to schedule mobile vision clinic will be 1 —
4 weeks. Clinic may be located anywhere within Fresno County rural areas and disadvantaged
communities and hours will vary from 4 —8 hours depending on event needs.
COUNTY will provide the following:
• Venue and direct payment to venue for any rental costs.
• Clinic date, time, location and venue contact information.
• Work with the SUBRECIPIENT to develop an aggregate monthly report that demonstrates the
type of services provided, patient demographics, location, and number of unique patients per
event.
• Utilize COUNTY's Community Health Worker network to facilitate education, outreach, and
scheduling patient appointments for the mobile vision clinics.
SUBRECIPIENT will be responsible for the following:
• Provide mobile vision clinics for the RMH program a minimum of 1 day per week on
Wednesdays. Alternate or additional days, including weekends, may be discussed and agreed
upon by the SUBRECIPIENT and COUNTY staff.
• Serve up to 25 patients per day (may be over multiple locations).
• Provide a full eye exam for each patient and a free pair of single-vision eyeglasses to each
patient as needed in the same visit.
• Provide monthly aggregate data as required by COUNTY.
• Collaborate with COUNTY to collect data of its rural mobile health patients.
SUBRECIPIENT shall submit invoices to:
County of Fresno Department of Public Health
1221 Fresno Street, 6th fl. (Business Office)
Fresno, CA 93721
DPH BOAP(cD.fresnocountyca.gov
1
Exhibit B
1
2 COUNTY agrees to pay, and the SUBRECIPIENT agrees to receive, compensation for the
3 performance of its services under this Agreement at a rate of Three Thousand Five Hundred Dollars
4 and No Cents ($3,500.00) per day of mobile vision services as identified in Exhibit A, Scope of Work,
5 provided by SUBRECIPIENT.
6 The maximum compensation payable to the SUBRECIPIENT under this Agreement is Two
7 Hundred Thousand Dollars and No Cents ($200,000.00)for each twelve (12) month period of the
8 Agreement; not to exceed Six Hundred Thousand Dollars and No Cents ($600,000.00) during the
9 entire term of the Agreement.
10
11
12
13
14
15
16
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1
1 Exhibit B
2 Drawdown Request Form
3 Date:
4 County of Fresno
5 Department of Public Health, 6th Floor
1221 Fresno St
6 Fresno, CA 93721
7
Subject: Drawdown Request for
8
Subrecipient Program Subrecipient Name
9
10 In accordance with the executed Agreement for the above-referenced Program, the
11 [SUBRECIPIENT NAME] is requesting drawdown payment of$ [AMOUNT] in support of the
12 Program for services provided during the period of[DATE] through [DATE].
13 The [SUBRECIPIENT NAME] certifies that this request for payment is consistent with the
14 amount of work that has been completed to date, detailing expenses incurred in support of the
15 Program in accordance with the Subrecipient Expenditure Plan (Exhibit B) documented in the
16 executed Agreement, and as evidenced by the enclosed invoices and supporting documents.
17 Payee Invoice #/ Contract# Amount
18
19
20
21
22 Sincerely,
23
24
25 [Subrecipient Officer]
26 [Subrecipient Name]
27 Enclosure(s)
28
2
1 Exhibit C
2 Annual Performance Report
3 All SUBRECIPIENTs that receive State and Local Fiscal Recovery Funds (SLFRF) awards are
4 required to produce an Annual Report. The Annual Report provides information on the
5 SUBRECIPIENT's Program, and how it plans to ensure program outcomes are achieved in an
6 effective and equitable manner.
7 The initial Annual Report must cover the period from the date of award to the following June 30th and
8 must be submitted to the County within 15 calendar days after the end of the reporting period.
9 Thereafter, the Annual Report will cover a 12-month period and subrecipients will be required to
10 submit the report to the County within 15 calendar days after the end of the 12-month period (by July
11 15th).
12 Annual Period Covered Due Date
Report
13 1 Award —June 30, 2023 July 15, 2023
2 July 1, 2023 —June 30, 2024 July 15, 2024
14 3 July 1, 2024 —June 30, 2025 July 15, 2025
15 4 July 1, 2025 —June 30, 2026 July 15, 2026
5 1 July 1, 2026 — December 31, 2026 January 15, 2027
16
17 Instructions:
18 SUBRECIPIENT should consult the SLFRF Guidance on Recipient Compliance and Reporting
19 Responsibilities (Reporting Guidance) located at: httiDs:Hhome.treasury.gov/system/files/136/SLFRF-
20 Compliance-and-Reporting-Guidance.pdf for detailed guidance on the submission of this report.
21
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25
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1
Exhibit D
SELF-DEALING TRANSACTION DISCLOSURE FORM
In order to conduct business with the County of Fresno (hereinafter referred to as "County"),
members of a contractor's board of directors (hereinafter referred to as "County Contractor"), must
disclose any self-dealing transactions that they are a party to while providing goods, performing
services, or both for the County. A self-dealing transaction is defined below:
"A self-dealing transaction means a transaction to which the corporation is a party and in which one
or more of its directors has a material financial interest"
The definition above will be utilized for purposes of completing this disclosure form.
INSTRUCTIONS
(1) Enter board member's name,job title (if applicable), and date this disclosure is being made.
(2) Enter the board member's company/agency name and address.
(3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the
County. At a minimum, include a description of the following:
a. The name of the agency/company with which the corporation has the transaction; and
b. The nature of the material financial interest in the Corporation's transaction that the
board member has.
(4) Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
(5) Form must be signed by the board member that is involved in the self-dealing transaction
described in Sections (3) and (4).
Page 1 of 2
Exhibit D
(1)Company Board Member Information:
Name: Date:
Job Title:
(2)Company/Agency Name and Address:
(3) Disclosure(Please describe the nature of the self-dealing transaction you are a party to):
(4) Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233(a):
(5)Authorized Signature
Signature: Date:
Page 2 of 2
1 Exhibit E
2 U.S. DEPARTMENT OF THE TREASURY CORONAVIRUS LOCAL FISCAL RECOVERY FUND
3 AWARD TERMS AND CONDITIONS
4 1. Use of Funds.
5 a) Subrecipient understands and agrees that the funds disbursed under this award may only be used
6 in compliance with section 603(c) of the Social Security Act(the Act), Treasury's regulations
7 implementing that section, and guidance issued by Treasury regarding the foregoing.
8 b) Subrecipient will determine prior to engaging in any project using this assistance that it has the
9 institutional, managerial, and financial capability to ensure proper planning, management, and
10 completion of such project.
11
12 2. Period of Performance. The period of performance for this award begins on the date hereof and
13 ends on December 31, 2026. As set forth in Treasury's implementing regulations, Subrecipient may use
14 award funds to cover eligible costs incurred during the period that begins on March 3, 2021 and ends on
15 December 31, 2024.
16
17 3. Reporting. Subrecipient agrees to comply with any reporting obligations established by Treasury as
18 they relate to this award.
19
20 4. Maintenance of and Access to Records.
21 a) Subrecipient shall maintain records and financial documents sufficient to evidence compliance with
22 section 603(c) of the Act, Treasury's regulations implementing that section, and guidance issued by
23 Treasury regarding the foregoing.
24 b) The Treasury Office of Inspector General and the Government Accountability Office, or their
25 authorized representatives, shall have the right of access to records (electronic and otherwise) of
26 Subrecipient in order to conduct audits or other investigations.
27
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1
1 c) Records shall be maintained by Subrecipient for a period of five (5)years after all funds have been
2 expended or returned to Treasury, whichever is later.
3
4 5. Pre-award Costs. Pre-award costs, as defined in 2 C.F.R. § 200.458, may not be paid with funding
5 from this award.
6
7 6. Administrative Costs. Subrecipient may use funds provided under this award to cover both direct
8 and indirect costs as specified in the Scope of Work.
9
10 7. Cost Sharing. Cost sharing or matching funds are not required to be provided by Subrecipient.
11
12 8. Conflicts of Interest. Subrecipient understands and agrees it must maintain a conflict-of-interest
13 policy consistent with 2 C.F.R. § 200.318(c), and that such conflict-of-interest policy is applicable to each
14 activity funded under this award. Subrecipient and subrecipients must disclose in writing to Treasury or the
15 pass-through entity, as appropriate, any potential conflict of interest affecting the awarded funds in
16 accordance with 2 C.F.R. § 200.112.
17
18 9. Compliance with Applicable Law and Regulations.
19 a) Subrecipient agrees to comply with the requirements of section 602 of the Act, regulations adopted
20 by Treasury pursuant to section 602(f)of the Act, and guidance issued by Treasury regarding the
21 foregoing. Subrecipient also agrees to comply with all other applicable federal statutes, regulations,
22 and executive orders, and Subrecipient shall provide for such compliance by other parties in any
23 agreements it enters into with other parties relating to this award.
24 b) Federal regulations applicable to this award include, without limitation, the following:
25 i. Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal
26 Awards, 2 C.F.R. Part 200, other than such provisions as Treasury may determine are
27 inapplicable to this Award and subject to such exceptions as may be otherwise provided by
28
2
1 Treasury. Subpart F-Audit Requirements of the Uniform Guidance, implementing the
2 Single Audit Act, shall apply to this award.
3 ii. Universal Identifier and System for Award Management (SAM), 2 C.F.R. Part 25, pursuant
4 to which the award term set forth in Appendix A to 2 C.F.R. Part 25 is hereby incorporated
5 by reference.
6 iii. Reporting Subaward and Executive Compensation Information , 2 C.F.R. Part 170, pursuant
7 to which the award term set forth in Appendix A to 2 C.F.R. Part 170 is hereby incorporated
8 by reference.
9 iv. OMB Guidelines to Agencies on Governmentwide Debarment and Suspension
10 (Nonprocurement), 2 C.F.R. Part 180, including the requirement to include a term or
11 condition in all lower tier covered transactions (contracts and subcontracts described in 2
12 C.F.R. Part 180, subpart B)that the award is subject to 2 C.F.R. Part 180 and Treasury's
13 implementing regulation at 31 C.F.R. Part 19.
14 V. Subrecipient Integrity and Performance Matters, pursuant to which the award term set forth
15 in 2 C.F.R. Part 200, Appendix XII to Part 200 is hereby incorporated by reference.
16 vi. Governmentwide Requirements for Drug-Free Workplace, 31 C.F.R. Part 20.
17 vii. New Restrictions on Lobbying, 31 C.F.R. Part 21.
18 viii. Uniform Relocation Assistance and Real Property Acquisitions Act of 1970 (42
19 ix. U.S.C. §§ 46014655) and implementing regulations.
20 X. Generally applicable federal environmental laws and regulations.
21 c) Statutes and regulations prohibiting discrimination applicable to this award include, without
22 limitation, the following:
23 i. Title VI of the Civil Rights Act of 1964 (42 U.S.C. §§ 2000d et seq.) and Treasury's
24 ii. implementing regulations at 31 C.F.R. Part 22, which prohibit discrimination on the basis of
25 race, color, or national origin under programs or activities receiving federal financial
26 assistance;
27
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1 iii. The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§ 3601 et seq.),
2 which prohibits discrimination in housing on the basis of race, color,
3 iv. religion, national origin, sex, familial status, or disability;
4 V. Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794), which
5 prohibits discrimination on the basis of disability under any program or activity receiving
6 federal financial assistance;
7 vi. The Age Discrimination Act of 1975, as amended (42 U.S.C. §§ 6101 et seq.), and
8 Treasury's implementing regulations at 31 C.F.R. Part 23, which prohibit discrimination on
9 the basis of age in programs or activities receiving federal financial assistance; and
10 vii. Title II of the Americans with Disabilities Act of 1990, as amended (42 U.S.C. §§ 12101 et
11 seq.), which prohibits discrimination on the basis of disability under programs, activities, and
12 services provided or made available by state and local governments or instrumentalities or
13 agencies thereto.
14
15 10. Remedial Actions. In the event of Subrecipient's noncompliance with section 602 or 603 of the Act,
16 other applicable laws, Treasury's implementing regulations, guidance, or any reporting or other program
17 requirements, Treasury may impose additional conditions on the receipt of a subsequent tranche of future
18 award funds, if any, or take other available remedies as set forth in 2 C.F.R. §200.339. In the case of a
19 violation of section 602 (c) (1) or 603 (c) (1) of the Act regarding the use of funds, previous payments shall
20 be subject to recoupment as provided in section 602(e) of the Act and any additional payments may be
21 subject to withholding as provided in sections 602(b)(6)(A)(ii)(III)of the Act, as applicable.
22
23 11. Hatch Act. Subrecipient agrees to comply, as applicable, with requirements of the Hatch Act(5
24 U.S.C. §§ 1501-1508 and 7324-7328), which limit certain political activities of State or local government
25 employees whose principal employment is in connection with an activity financed in whole or in part by this
26 federal assistance.
27
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1 12. False Statements. Subrecipient understands that making false statements or claims in connection
2 with this award is a violation of federal law and may result in criminal, civil, or administrative sanctions,
3 including fines, imprisonment , civil damages and penalties, debarment from participating in federal awards
4 or contracts, and/or any other remedy available by law.
5
6 13. Publications.Any publications produced with funds from this award must display the following
7 language: "This project [is being] [was] supported, in whole or in part, by federal award number SLFRP
8 3678 awarded to County of Fresno by the U.S. Department of the Treasury."
9
10 14. Debts Owed the Federal Government.
11 a) Any funds paid to Subrecipient (1) in excess of the amount to which Subrecipient is finally
12 determined to be authorized to retain under the terms of this award; (2)that are determined by the
13 Treasury Office of Inspector General to have been misused; or(3)that are determined by Treasury
14 to be subject to a repayment obligation pursuant to sections 602(e) and 603(b)(2)(D) of the Act and
15 have not been repaid by Subrecipient shall constitute a debt to the federal government.
16 b) Any debts determined to be owed the federal government must be paid promptly by Subrecipient. A
17 debt is delinquent if it has not been paid by the date specified in Treasury's initial written demand for
18 payment, unless other satisfactory arrangements have been made or if the Subrecipient knowingly
19 or improperly retains funds that are a debt as defined in paragraph 14(a). Treasury will take any
20 actions available to it to collect such a debt.
21
22 15. Disclaimer.
23 a) The United States expressly disclaims any and all responsibility or liability to Subrecipient or third
24 persons for the actions of Subrecipient or third persons resulting in death, bodily injury, property
25 damages, or any other losses resulting in any way from the performance of this award or any
26 contract, or subcontract under this award.
27
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1 b) The acceptance of this award by Subrecipient does not in any way establish an agency relationship
2 between the United States and Subrecipient.
3
4 16. Protections for Whistleblowers.
5 a) In accordance with 41 U.S.C. §4712, Subrecipient may not discharge, demote, or otherwise
6 discriminate against an employee in reprisal for disclosing to any of the list of persons or entities
7 provided below, information that the employee reasonably believes is evidence of gross
8 mismanagement of a federal contract or grant, a gross waste of federal funds, an abuse of authority
9 relating to a federal contract or grant, a substantial and specific danger to public health or safety, or
10 a violation of law, rule, or regulation related to a federal contract(including the competition for or
11 negotiation of a contract)or grant.
12 b) The list of persons and entities referenced in the paragraph above includes the following:
13 i. A member of Congress or a representative of a committee of Congress;
14 ii. An Inspector General;
15 iii. The Government Accountability Office;
16 iv. A Treasury employee responsible for contract or grant oversight or management;
17 V. An authorized official of the Department of Justice or other law enforcement agency;
18 vi. A court or grand jury; or
19 vii. A management official or other employee of Subrecipient, contractor, or subcontractor who
20 has the responsibility to investigate, discover, or address misconduct.
21 c) Subrecipient shall inform its employees in writing of the rights and remedies provided under this
22 section, in the predominant native language of the workforce.
23
24 17. Increasing Seat Belt Use in the United States. Pursuant to Executive Order 13043, 62 FIR 19217
25 (Apr. 18, 1997), Subrecipient should encourage its contractors to adopt and enforce on-the-job seat belt
26 policies and programs for their employees when operating company-owned, rented or personally owned
27 vehicles.
28
6
1
2 18. Reducing Text Messaging While Driving. Pursuant to Executive Order 13513, 74 FIR 51225 (Oct. 6,
3 2009), Subrecipient should encourage its employees, subrecipients, and contractors to adopt and enforce
4 policies that ban text messaging while driving, and Subrecipient should establish workplace safety policies
5 to decrease accidents caused by distracted drivers.
6
7
8 ASSURANCES OF COMPLIANCE WITH CIVIL RIGHTS REQUIREMENTS
9 ASSURANCES OF COMPLIANCE WITH TITLE VI OF THE CIVIL RIGHTS ACT OF 1964
. 10
11 As a condition of receipt of federal financial assistance from the Department of the Treasury, the
12 Subrecipient provides the assurances stated herein. The federal financial assistance may include federal
13 grants, loans, and contracts to provide assistance to the Subrecipient's beneficiaries, the use or rent of
14 Federal land or property at below market value, Federal training, a loan of Federal personnel, subsidies,
15 and other arrangements with the intention of providing assistance. Federal financial assistance does not
16 encompass contracts of guarantee or insurance, regulated programs, licenses, procurement contracts by
17 the Federal government at market value, or programs that provide direct benefits.
18 The assurances apply to all federal financial assistance from, or funds made available through the
19 Department of the Treasury, including any assistance that the Subrecipient may request in the future.
20 The Civil Rights Restoration Act of 1987 provides that the provisions of the assurances apply to all of
21 the operations of the Subrecipient's program(s)and activity(ies), so long as any portion of the
22 Subrecipient's program(s)or activity(ies) is federally assisted in the manner prescribed above.
23
24 1. Subrecipient ensures its current and future compliance with Title VI of the Civil Rights Act of 1964,
25 as amended, which prohibits exclusion from participation, denial of the benefits of, or subjection to
26 discrimination under programs and activities receiving federal financial assistance, of any person in
27 the United States on the ground of race, color, or national origin (42 U.S.C. § 2000d et seq.), as
28
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1 implemented by the Department of the Treasury Title VI regulations at 31 CFR Part 22 and other
2 pertinent executive orders such as Executive Order 13166, directives, circulars, policies,
3 memoranda, and/or guidance documents.
4 2. Subrecipient acknowledges that Executive Order 13166, "Improving Access to Services for Persons
5 with Limited English Proficiency," seeks to improve access to federally assisted programs and
6 activities for individuals who, because of national origin, have Limited English proficiency(LEP).
7 Subrecipient understands that denying a person access to its programs, services, and activities
8 because of LEP is a form of national origin discrimination prohibited under Title VI of the Civil Rights
9 Act of 1964 and the Department of the Treasury's implementing regulations. Accordingly,
10 Subrecipient shall initiate reasonable steps, or comply with the Department of the Treasury's
11 directives, to ensure that LEP persons have meaningful access to its programs, services, and
12 activities. Subrecipient understands and agrees that meaningful access may entail providing
13 language assistance services, including oral interpretation and written translation where necessary,
14 to ensure effective communication in the Subrecipient's programs, services, and activities.
15 3. Subrecipient agrees to consider the need for language services for LEP persons when Subrecipient
16 develops applicable budgets and conducts programs, services, and activities. As a resource,the
17 Department of the Treasury has published its LEP guidance at 70 FR 6067. For more information
18 on taking reasonable steps to provide meaningful access for LEP persons, please visit
19 http://www.lep.gov.
20 4. Subrecipient acknowledges and agrees that compliance with the assurances constitutes a condition
21 of continued receipt of federal financial assistance and is binding upon Subrecipient and
22 Subrecipient's successors, transferees, and assignees for the period in which such assistance is
23 provided.
24 5. Subrecipient acknowledges and agrees that it must require any sub-grantees, contractors,
25 subcontractors, successors, transferees, and assignees to comply with assurances 1-4 above, and
26 agrees to incorporate the following language in every contract or agreement subject to Title VI and
27
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1 its regulations between the Subrecipient and the Subrecipient's sub-grantees, contractors,
2 subcontractors, successors, transferees, and assignees:
3 The sub-grantee, contractor, subcontractor, successor, transferee, and assignee shall
4 comply with Title VI of the Civil Rights Act of 1964, which prohibits subrecipients of federal
5 financial assistance from excluding from a program or activity, denying benefits of, or
6 otherwise discriminating against a person on the basis of race, color, or national origin (42
7 U.S.C. §2000d et seq.), as implemented by the Department of the Treasury's Title Vl
8 regulations, 31 CFR Part 22, which are herein incorporated by reference and made a part of
9 this contract(or agreement). Title VI also includes protection to persons with "Limited
10 English Proficiency"in any program or activity receiving federal financial assistance, 42
11 U.S.C. § 2000d et seq., as implemented by the Department of the Treasury's Title VI
12 regulations, 31 CFR Part 22, and herein incorporated by reference and made a part of this
13 contract or agreement.
14 6. Subrecipient understands and agrees that if any real property or structure is provided or improved
15 with the aid of federal financial assistance by the Department of the Treasury, this assurance
16 obligates the Subrecipient, or in the case of a subsequent transfer, the transferee, for the period
17 during which the real property or structure is used for a purpose for which the federal financial
18 assistance is extended or for another purpose involving the provision of similar services or benefits.
19 If any personal property is provided, this assurance obligates the Subrecipient for the period during
20 which it retains ownership or possession of the property.
21 7. Subrecipient shall cooperate in any enforcement or compliance review activities by the Department
22 of the Treasury of the aforementioned obligations. Enforcement may include investigation,
23 arbitration, mediation, litigation, and monitoring of any settlement agreements that may result from
24 these actions. The Subrecipient shall comply with information requests, on-site compliance reviews
25 and reporting requirements.
26 8. Subrecipient shall maintain a complaint log and inform the Department of the Treasury of any
27 complaints of discrimination on the grounds of race, color, or national origin, and limited English
28
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1 proficiency covered by Title VI of the Civil Rights Act of 1964 and implementing regulations and
2 provide, upon request, a list of all such reviews or proceedings based on the complaint, pending or
3 completed, including outcome. Subrecipient also must inform the Department of the Treasury if
4 Subrecipient has received no complaints under Title VI.
5 9. Subrecipient must provide documentation of an administrative agency's or court's findings of non-
6 compliance of Title VI and efforts to address the non-compliance, including any voluntary
7 compliance or other agreements between the Subrecipient and the administrative agency that
8 made the finding. If the Subrecipient settles a case or matter alleging such discrimination, the
9 Subrecipient must provide documentation of the settlement. If Subrecipient has not been the subject
10 of any court or administrative agency finding of discrimination, please so state.
11 10. If the Subrecipient makes sub-awards to other agencies or other entities, the Subrecipient is
12 responsible for ensuring that sub-recipients also comply with Title VI and other applicable
13 authorities covered in this document. State agencies that make sub-awards must have in place
14 standard grant assurances and review procedures to demonstrate that they are effectively
15 monitoring the civil rights compliance of subrecipients.
16 The United States of America has the right to seek judicial enforcement of the terms of this assurances
17 document, and nothing in this document alters or limits the federal enforcement measures that the United
18 States may take in order to address violations of this document or applicable federal law.
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25
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EXHIBIT F
CONFIDENTIALITY AND DATA SECURITY
1. Definitions. Capitalized terms used in this Exhibit F have the meanings set forth in this
section 1.
a. "Authorized Employees" means the SUBRECIPIENT's employees who have access to
Personal Information or Privileged Information.
b. "Authorized Persons" means: (i) any and all Authorized Employees; and (ii) any and all
of the SUBRECIPIENT's subcontractors, representatives, agents, outsourcers, and
consultants, and providers of professional services to the SUBRECIPIENT, who have
access to Personal Information and are bound by law or in writing by confidentiality
obligations sufficient to protect Personal Information in accordance with the terms of this
Exhibit F.
c. "Director" means the COUNTY's Director Internal Services/Chief Information officer or
their designee.
d. "Disclose" or any derivative of that word means to disclose, release, transfer,
disseminate, or otherwise provide access to or communicate all or any part of any
Personal Information orally, in writing, or by electronic or any other means to any person.
e. "Person" means any natural person, corporation, partnership, limited liability company,
firm, or association.
f. "Personal Information" means any and all information, including any data, provided, or
to which access is provided, to the SUBRECIPIENT by or upon the authorization of the
COUNTY, under this Agreement, including but not limited to vital records, that: (i)
identifies, describes, or relates to, or is associated with, or is capable of being used to
identify, describe, or relate to, or associate with, a person (including, without limitation,
names, physical descriptions, signatures, addresses, telephone numbers, e-mail
addresses, education, financial matters, employment history, and other unique
identifiers, as well as statements made by or attributable to the person); (ii) is used or is
capable of being used to authenticate a person (including, without limitation, employee
identification numbers, government-issued identification numbers, passwords or
personal identification numbers (PINs), financial account numbers, credit report
information, answers to security questions, and other personal identifiers); or (iii) is
personal information within the meaning of California Civil Code section 1798.3,
subdivision (a), or 1798.80, subdivision (e). Personal Information does not include
publicly available information that is lawfully made available to the general public from
federal, state, or local government records.
g. "Privacy Practices Complaint" means a complaint received by the SUBRECIPIENT
relating to the SUBRECIPIENT's (or any Authorized Person's) privacy practices, or
alleging a Security Breach. Such complaint shall have sufficient detail to enable the
SUBRECIPIENT to promptly investigate and take remedial action under this Exhibit F.
h. "Privileged Information" means any and all information, including any data, provided,
or to which access is provided, to the SUBRECIPIENT by or upon the authorization of
the COUNTY or any attorney of the COUNTY, under this agreement, including but not
limited to any or all of the following: (i) records pertaining to pending litigation to which
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EXHIBIT F
the COUNTY is party, or to claims made pursuant to the Government Claims Act (Gov.
Code, Tit. 1, Div. 3.6, beginning with section 810), until the pending litigation or claim
has been finally adjudicated or otherwise settled, which are exempt from disclosure
under Government Code section 6254, subdivision (b); (ii) any information that is subject
to the attorney-client privilege, which includes but is not limited to a "confidential
communication between client and lawyer," as that term is defined in Evidence Code
section 952, where the COUNTY is the client and any attorney of the COUNTY is the
lawyer, and the SUBRECIPIENT may be serving as a representative of the COUNTY, as
an intermediate representative for communication between the COUNTY and any
attorney of the COUNTY, or both; or(iii) both (i) and (ii).
For purposes of a "confidential communication between client and lawyer" under this
Agreement, the SUBRECIPIENT is presumed to be present to further the interest of the
COUNTY in its consultation with an attorney of the COUNTY, reasonably necessary for
the transmission of the information or the accomplishment of the purpose for which the
attorney of the COUNTY is consulted, or both.
The SUBRECIPIENT acknowledges that the attorney-client privilege protecting
Privileged Information belongs to the COUNTY and may only be waived by the
COUNTY's Board of Supervisors, and may not be waived by any other COUNTY official.
The SUBRECIPIENT has no right or authority to waive the attorney-client privilege that
belongs to the COUNTY.
i. "Security Safeguards" means physical, technical, administrative or organizational
security procedures and practices put in place by the SUBRECIPIENT (or any
Authorized Persons) that relate to the protection of the security, confidentiality, value, or
integrity of Personal Information. Security Safeguards shall satisfy the minimal
requirements set forth in section 3(C) of this Exhibit F.
j. "Security Breach" means (i) any act or omission that compromises either the security,
confidentiality, value, or integrity of any Personal Information or the Security Safeguards,
or (ii) any unauthorized Use, Disclosure, or modification of, or any loss or destruction of,
or any corruption of or damage to, any Personal Information.
k. "Use" or any derivative of that word means to receive, acquire, collect, apply,
manipulate, employ, process, transmit, disseminate, access, store, disclose, or dispose
of Personal Information.
2. Standard of Care
a. The SUBRECIPIENT acknowledges that, in the course of its engagement by the
COUNTY under this Agreement, the SUBRECIPIENT, or any Authorized Persons, may
Use Personal Information and Privileged Information only as permitted in this
Agreement.
b. The SUBRECIPIENT acknowledges that Personal Information and Privileged
Information is deemed to be confidential information of, or owned by, the COUNTY (or
persons from whom the COUNTY receives or has received Personal Information) and is
not confidential information of, or owned or by, the SUBRECIPIENT, or any Authorized
Persons. The SUBRECIPIENT further acknowledges that all right, title, and interest in or
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EXHIBIT F
to the Personal Information or the Privileged Information remains in the COUNTY (or
persons from whom the COUNTY receives or has received Personal Information or
Privileged Information) regardless of the SUBRECIPIENT's, or any Authorized Person's,
Use of that Personal Information or that Privileged Information.
c. The SUBRECIPIENT agrees and covenants in favor of the COUNTY that the
SUBRECIPIENT shall:
i. keep and maintain all Personal Information and all Privileged Information in strict
confidence, using such degree of care under this section 2 as is reasonable and
appropriate to avoid a Security Breach;
ii. use Personal Information exclusively for the purposes for which the Personal
Information is made accessible to the SUBRECIPIENT pursuant to the terms of
this Exhibit F;
iii. use Privileged Information exclusively for the purposes for which the Privileged
Information is made accessible to the SUBRECIPIENT pursuant to the terms of
this Exhibit F;
iv. not Use, Disclose, sell, rent, license, or otherwise make available Personal
Information or Privileged Information for the SUBRECIPIENT's own purposes or
for the benefit of anyone other than the COUNTY, without the COUNTY's
express prior written consent, which the COUNTY may give or withhold in its sole
and absolute discretion;
V. not, directly or indirectly, Disclose Personal Information to any person (an
"Unauthorized Third Party") other than Authorized Persons pursuant to this
Agreement, without the express prior written consent the Director; and
vi. not, directly or indirectly, Disclose Privileged Information to any person (an
"Unauthorized Third Party") other than Authorized Persons pursuant to this
Agreement, without the express prior written consent of the COUNTY's Board of
Supervisors.
d. Notwithstanding the foregoing paragraph, in any case in which the SUBRECIPIENT
believes it, or any Authorized Person, is required to disclose Personal Information or
Privileged Information to government regulatory authorities, or pursuant to a legal
proceeding, or otherwise as may be required by applicable law, SUBRECIPIENT shall (i)
immediately notify the COUNTY of the specific demand for, and legal authority for the
disclosure, including providing COUNTY with a copy of any notice, discovery demand,
subpoena, or order, as applicable, received by the SUBRECIPIENT, or any Authorized
Person, from any government regulatory authorities, or in relation to any legal
proceeding, and (ii) promptly notify the COUNTY before such Personal Information is
offered by the SUBRECIPIENT for such disclosure so that the COUNTY may have
sufficient time to obtain a court order or take any other action the COUNTY may deem
necessary to protect the Personal Information or the Privileged Information from such
disclosure, and the SUBRECIPIENT shall cooperate with the COUNTY to minimize the
scope of such disclosure of such Personal Information or Privileged Information.
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EXHIBIT F
e. The SUBRECIPIENT shall remain liable to the COUNTY for the actions and omissions
of any Unauthorized Third Party concerning its Use of such Personal Information or
Privileged Information as if they were the SUBRECIPIENT's own actions and omissions.
3. Information Security
a. The SUBRECIPIENT covenants, represents and warrants to the COUNTY that the
SUBRECIPIENT's Use of Personal Information and Privileged Information under this
Agreement does and will at all times comply with all applicable federal, state, and local,
privacy and data protection laws, as well as all other applicable regulations and
directives, including but not limited to California Civil Code, Division 3, Part 4, Title 1.81
(beginning with section 1798.80), and the Song-Beverly Credit Card Act of 1971
(California Civil Code, Division 3, Part 4, Title 1.3, beginning with section 1747). If the
SUBRECIPIENT uses credit, debit or other payment cardholder information, the
SUBRECIPIENT shall at all times remain in compliance with the Payment Card Industry
Data Security Standard ("PCI DSS") requirements, including remaining aware at all
times of changes to the PCI DSS and promptly implementing and maintaining all
procedures and practices as may be necessary to remain in compliance with the PCI
DSS, in each case, at the SUBRECIPIENT's sole cost and expense.
b. The SUBRECIPIENT covenants, represents and warrants to the COUNTY that, as of the
effective date of this Agreement, the SUBRECIPIENT has not received notice of any
violation of any privacy or data protection laws, as well as any other applicable
regulations or directives, and is not the subject of any pending legal action or
investigation by, any government regulatory authority regarding same.
c. Without limiting the SUBRECIPIENT's obligations under section 3(A) of this Exhibit F,
the SUBRECIPIENT's (or Authorized Person's) Security Safeguards shall be no less
rigorous than accepted industry practices and, at a minimum, include the following:
i. limiting Use of Personal Information and Privileged Information strictly to the
SUBRECIPIENT's and Authorized Persons' personnel, including technical and
administrative personnel, who are necessary for the SUBRECIPIENT's or
Authorized Persons' Use of the Personal Information or Privileged pursuant to
this Agreement;
ii. ensuring that all of the SUBRECIPIENT's connectivity to COUNTY computing
systems will only be through the COUNTY's security gateways and firewalls, and
only through security procedures approved upon the express prior written
consent of the Director;
iii. to the extent that they contain or provide access to Personal Information or
Privileged Information, (a) securing business facilities, data centers, paper files,
servers, back-up systems and computing equipment, operating systems, and
software applications, including, but not limited to, all mobile devices and other
equipment, operating systems, and software applications with information
storage capability; (b) employing adequate controls and data security measures,
both internally and externally, to protect (1) the Personal Information and the
Privileged Information from potential loss or misappropriation, or unauthorized
Use, and (2) the COUNTY's operations from disruption and abuse; (c) having
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EXHIBIT F
and maintaining network, device application, database and platform security; (d)
maintaining authentication and access controls within media, computing
equipment, operating systems, and software applications; and (e) installing and
maintaining in all mobile, wireless, or handheld devices a secure internet
connection, having continuously updated anti-virus software protection and a
remote wipe feature always enabled, all of which is subject to express prior
written consent of the Director;
iv. encrypting all Personal Information at advance encryption standards of Advanced
Encryption Standards (AES) of 128 bit or higher when Personal Information is (a)
stored on any mobile devices, including but not limited to hard disks, portable
storage devices, or remote installation, or (b) transmitted over public or wireless
networks (the encrypted Personal Information must be subject to password or
pass phrase, and be stored on a secure server and transferred by means of a
Virtual Private Network (VPN) connection, or another type of secure connection,
all of which is subject to express prior written consent of the Director);
V. strictly segregating Personal Information and Privileged Information from all other
information of the SUBRECIPIENT, including any Authorized Person, or anyone
with whom the SUBRECIPIENT or any Authorized Person deals so that Personal
Information and Privileged Information is not commingled with any other types of
information;
vi. having a patch management process including installation of all operating system
and software vendor security patches;
vii. maintaining appropriate personnel security and integrity procedures and
practices, including, but not limited to, conducting background checks of
Authorized Employees consistent with applicable law; and
viii. providing appropriate privacy and information security training to Authorized
Employees.
d. During the term of each Authorized Employee's employment by the SUBRECIPIENT,
the SUBRECIPIENT shall cause such Authorized Employees to abide strictly by the
SUBRECIPIENT's obligations under this Exhibit F. The SUBRECIPIENT shall maintain a
disciplinary process to address any unauthorized Use of Personal Information or
Privileged Information by any Authorized Employee.
e. The SUBRECIPIENT shall, in a secure manner, backup daily, or more frequently if it is
the SUBRECIPIENT's practice to do so more frequently, Personal Information and
Privileged Information received from the COUNTY, and the COUNTY shall have
immediate, real time access, at all times, to such backups via a secure, remote access
connection provided by the SUBRECIPIENT, through the Internet.
f. The SUBRECIPIENT shall provide the COUNTY with the name and contact information
for each Authorized Employee (including such Authorized Employee's work shift, and at
least one alternate Authorized Employee for each Authorized Employee during such
work shift) who shall serve as the COUNTY's primary security contact with the
SUBRECIPIENT and shall be available to assist the COUNTY twenty-four (24) hours per
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EXHIBIT F
day, seven (7) days per week as a contact in resolving the SUBRECIPIENT's and any
Authorized Persons' obligations associated with a Security Breach or a Privacy Practices
Complaint.
g. The SUBRECIPIENT shall not knowingly include or authorize any Trojan Horse, back
door, time bomb, drop dead device, worm, virus, or other code of any kind that may
disable, erase, display any unauthorized message within, or otherwise impair any
COUNTY computing system, with or without the intent to cause harm.
4. Security Breach Procedures
a. Immediately upon the SUBRECIPIENT's awareness or reasonable belief of a Security
Breach, the SUBRECIPIENT shall (i) notify the Director of the Security Breach, such
notice to be given first by telephone at the following telephone number, followed
promptly by email at the following email address: (559) 600-6200 /
incidents@fresnocountyca.gov (which telephone number and email address the
COUNTY may update by providing notice to the SUBRECIPIENT), and (ii) preserve all
relevant evidence (and cause any affected Authorized Person to preserve all relevant
evidence) relating to the Security Breach. The notification shall include, to the extent
reasonably possible, the identification of each type and the extent of Personal
Information, Privileged Information, or both, that has been, or is reasonably believed to
have been, breached, including but not limited to, compromised, or subjected to
unauthorized Use, Disclosure, or modification, or any loss or destruction, corruption, or
damage.
b. Immediately following the SUBRECIPIENT's notification to the COUNTY of a Security
Breach, as provided pursuant to section 4(A) of this Exhibit F, the Parties shall
coordinate with each other to investigate the Security Breach. The SUBRECIPIENT
agrees to fully cooperate with the COUNTY, including, without limitation:
i. assisting the COUNTY in conducting any investigation;
ii. providing the COUNTY with physical access to the facilities and operations
affected;
iii. facilitating interviews with Authorized Persons and any of the SUBRECIPIENT's
other employees knowledgeable of the matter; and
iv. making available all relevant records, logs, files, data reporting and other
materials required to comply with applicable law, regulation, industry standards,
or as otherwise reasonably required by the COUNTY.
To that end, the SUBRECIPIENT shall, with respect to a Security Breach, be solely
responsible, at its cost, for all notifications required by law and regulation, or deemed
reasonably necessary by the COUNTY, and the SUBRECIPIENT shall provide a written
report of the investigation and reporting required to the Director within 30 days after the
SUBRECIPIENT's discovery of the Security Breach.
c. COUNTY shall promptly notify the SUBRECIPIENT of the Director's knowledge, or
reasonable belief, of any Privacy Practices Complaint, and upon the SUBRECIPIENT's
receipt of that notification, the SUBRECIPIENT shall promptly address such Privacy
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EXHIBIT F
Practices Complaint, including taking any corrective action under this Exhibit F, all at the
SUBRECIPIENT's sole expense, in accordance with applicable privacy rights, laws,
regulations and standards. In the event the SUBRECIPIENT discovers a Security
Breach, the SUBRECIPIENT shall treat the Privacy Practices Complaint as a Security
Breach. Within 24 hours of the SUBRECIPIENT's receipt of notification of such Privacy
Practices Complaint, the SUBRECIPIENT shall notify the COUNTY whether the matter
is a Security Breach, or otherwise has been corrected and the manner of correction, or
determined not to require corrective action and the reason for that determination.
d. The SUBRECIPIENT shall take prompt corrective action to respond to and remedy any
Security Breach and take mitigating actions, including but not limiting to, preventing any
reoccurrence of the Security Breach and correcting any deficiency in Security
Safeguards as a result of such incident, all at the SUBRECIPIENT's sole expense, in
accordance with applicable privacy rights, laws, regulations and standards. The
SUBRECIPIENT shall reimburse the COUNTY for all reasonable costs incurred by the
COUNTY in responding to, and mitigating damages caused by, any Security Breach,
including all costs of the COUNTY incurred relation to any litigation or other action
described section 4(E) of this Exhibit F.
e. The SUBRECIPIENT agrees to cooperate, at its sole expense, with the COUNTY in any
litigation or other action to protect the COUNTY's rights relating to Personal Information,
Privileged Information, or both, including the rights of persons from whom the COUNTY
receives Personal Information.
5. Oversight of Security Compliance
a. The SUBRECIPIENT shall have and maintain a written information security policy that
specifies Security Safeguards appropriate to the size and complexity of the
SUBRECIPIENT's operations and the nature and scope of its activities.
b. Upon the COUNTY's written request, to confirm the SUBRECIPIENT's compliance with
this Exhibit F, as well as any applicable laws, regulations and industry standards, the
SUBRECIPIENT grants the COUNTY or, upon the COUNTY's election, a third party on
the COUNTY's behalf, permission to perform an assessment, audit, examination or
review of all controls in the SUBRECIPIENT's physical and technical environment in
relation to all Personal Information and Privileged Information that is Used by the
SUBRECIPIENT pursuant to this Agreement. The SUBRECIPIENT shall fully cooperate
with such assessment, audit or examination, as applicable, by providing the COUNTY or
the third party on the COUNTY's behalf, access to all Authorized Employees and other
knowledgeable personnel, physical premises, documentation, infrastructure and
application software that is Used by the SUBRECIPIENT for Personal Information,
Privileged Information, or both, pursuant to this Agreement. In addition, the
SUBRECIPIENT shall provide the COUNTY with the results of any audit by or on behalf
of the SUBRECIPIENT that assesses the effectiveness of the SUBRECIPIENT's
information security program as relevant to the security and confidentiality of Personal
Information Used by the SUBRECIPIENT or Authorized Persons during the course of
this Agreement under this Exhibit F.
c. The SUBRECIPIENT shall ensure that all Authorized Persons who Use Personal
Information, Privileged Information, or both, agree to the same restrictions and
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EXHIBIT F
conditions in this Exhibit F. that apply to the SUBRECIPIENT with respect to such
Personal Information and Privileged Information by incorporating the relevant provisions
of this Exhibit F into a valid and binding written agreement between the SUBRECIPIENT
and such Authorized Persons, or amending any written agreements to provide same.
6. Return or Destruction of Personal Information. Upon the termination of this
Agreement, the SUBRECIPIENT shall, and shall instruct all Authorized Persons to, promptly
return to the COUNTY all Personal Information and all Privileged Information, whether in written,
electronic or other form or media, in its possession or the possession of such Authorized
Persons, in a machine readable form used by the COUNTY at the time of such return, or upon
the express prior written consent of the Director, securely destroy all such Personal Information
and all Privileged Information, and certify in writing to the COUNTY that such Personal
Information and Privileged Information have been returned to the COUNTY or disposed of
securely, as applicable. If the SUBRECIPIENT is authorized to dispose of any such Personal
Information or Privileged Information, as provided in this Exhibit F, such certification shall state
the date, time, and manner (including standard) of disposal and by whom, specifying the title of
the individual. The SUBRECIPIENT shall comply with all reasonable directions provided by the
Director with respect to the return or disposal of Personal Information and Privileged Information
and copies of Personal Information and Privileged Information. If return or disposal of such
Personal Information or Privileged Information, or copies of Personal Information or Privileged
Information, is not feasible, the SUBRECIPIENT shall notify the COUNTY according, specifying
the reason, and continue to extend the protections of this Exhibit F to all such Personal
Information and Privileged Information, and copies of Personal Information and Privileged
Information. The SUBRECIPIENT shall not retain any copy of any Personal Information or any
Privileged Information after returning or disposing of Personal Information and Privileged
Information as required by this section 6. The SUBRECIPIENT's obligations under this section 6
survive the termination of this Agreement and apply to all Personal Information and Privileged
Information that the SUBRECIPIENT retains if return or disposal is not feasible and to all
Personal Information and Privileged Information that the SUBRECIPIENT may later discover in
its possession or control.
7. Equitable Relief. The SUBRECIPIENT acknowledges that any breach of its covenants
or obligations set forth in this Exhibit F may cause the COUNTY irreparable harm for which
monetary damages would not be adequate compensation and agrees that, in the event of such
breach or threatened breach, the COUNTY is entitled to seek equitable relief, including a
restraining order, injunctive relief, specific performance and any other relief that may be
available from any court, in addition to any other remedy to which the COUNTY may be entitled
at law or in equity. Such remedies shall not be deemed to be exclusive but shall be in addition to
all other remedies available to the COUNTY at law or in equity or under this Agreement.
8. Indemnity. The SUBRECIPIENT shall defend, indemnify and hold harmless the
COUNTY, its officers, employees, and agents, (each, a "COUNTY Indemnitee") from and
against any and all infringement of intellectual property including, but not limited to infringement
of copyright, trademark, and trade dress, invasion of privacy, information theft, and extortion,
unauthorized Use, Disclosure, or modification of, or any loss or destruction of, or any corruption
of or damage to, Personal Information or Privileged Information, Security Breach response and
remedy costs, credit monitoring expenses, forfeitures, losses, damages, liabilities, deficiencies,
actions,judgments, interest, awards, fines and penalties (including regulatory fines and
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EXHIBIT F
penalties), costs or expenses of whatever kind, including attorneys' fees and costs, the cost of
enforcing any right to indemnification or defense under this Exhibit F and the cost of pursuing
any insurance providers, arising out of or resulting from any third party claim or action against
any COUNTY Indemnitee in relation to the SUBRECIPIENT's, its officers, employees, or
agents, or any Authorized Employee's or Authorized Person's, performance or failure to perform
under this Exhibit F or arising out of or resulting from the SUBRECIPIENT's failure to comply
with any of its obligations under this section 8. The provisions of this section 8 do not apply to
the sole acts or omissions of the COUNTY. The provisions of this section 8 are cumulative to
any other obligation of the SUBRECIPIENT to, defend, indemnify, or hold harmless any
COUNTY Indemnitee under this Agreement. The provisions of this section 8 shall survive the
termination of this Agreement.
9. Survival. The respective rights and obligations of the SUBRECIPIENT and the
COUNTY as stated in this Exhibit F shall survive the termination of this Agreement.
10. No Third Party Beneficiary. Nothing express or implied in the provisions of in this
Exhibit F is intended to confer, nor shall anything in this Exhibit F confer, upon any person other
than the COUNTY or the SUBRECIPIENT and their respective successors or assignees, any
rights, remedies, obligations or liabilities whatsoever.
11. No COUNTY Warranty. The COUNTY does not make any warranty or representation
whether any Personal Information or Privileged Information in the SUBRECIPIENT's (or any
Authorized Person's) possession or control, or Use by the SUBRECIPIENT (or any Authorized
Person), pursuant to the terms of this Agreement is or will be secure from unauthorized Use, or
a Security Breach or Privacy Practices Complaint.
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