HomeMy WebLinkAboutRIZE Consultants Inc.-Comprehensive Health Equity Training Services_A-23-250.pdf COlj� County of Fresno Hall of Records, Room 301
2281 Tulare Street
Fresno,California
16 Board of Supervisors 93721-2198
0� 1856 Q Telephone:(559)600-3529
FRE`3 Minute Order Toll Free: 1-800-742-1011
www.co.fresno.ca.us
June 6, 2023
Present: 5- Supervisor Steve Brandau,Vice Chairman Nathan Magsig, Supervisor Buddy Mendes,
Supervisor Brian Pacheco, and Chairman Sal Quintero
Agenda No. 40. Public Health File ID: 23-0291
Re: Approve and authorize the Chairman to execute Agreement with RIZE Consultants, Inc. to provide
training services to implement Fresno County's Initiative to Address COVID-19 Related Health
Disparities, effective June 6, 2023 through May 31,2024,total not to exceed$331,400
APPROVED AS RECOMMENDED
Ayes: 5- Brandau, Magsig, Mendes, Pacheco, and Quintero
Agreement No.23-250
County of Fresno Page 40
co
Board Agenda Item 40
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� FRE`'�
DATE: June 6, 2023
TO: Board of Supervisors
SUBMITTED BY: David Luchini, RN, PHN, Director, Department of Public Health
SUBJECT: Agreement with RIZE Consultants, Inc.
RECOMMENDED ACTION(S):
Approve and authorize the Chairman to execute Agreement with RIZE Consultants, Inc. to provide
training services to implement Fresno County's Initiative to Address COVID-19 Related Health
Disparities, effective June 6, 2023 through May 31, 2024,total not to exceed $331,400.
There is no additional Net County Cost associated with the recommended action, which will allow RIZE
Consultants, Inc. (RIZE)to provide comprehensive health equity training and technical assistance services
for Fresno County's Initiative to Address COVID-19 Related Health Disparities (Health Disparities) program.
This intervention is funded by the United States Department of Health and Human Services (DHHS)Centers
for Disease Control and Prevention's (CDC)Activities to Support State, Tribal, Local, and Territorial Health
Department Response to Public Health or Healthcare Crises grant. This item is countywide.
ALTERNATIVE ACTION(S):
Should your Board not approve the recommended action, the County would not be able to contract with
RIZE, leading to significant delays in implementation of health equity policies and trainings for the Health
Disparities program staff and partners.
FISCAL IMPACT:
There is no increase in Net County Cost associated with the recommended action. The recommended
agreement is fully funded with federal grant funds. The total cost of the recommended one-year agreement
with RIZE is$331,400 for the full term. Sufficient appropriations and estimated revenues are included in the
Department of Public Health's Org 5620 FY 2022-23 Adopted Budget and will be included in the
Department's Org 5620 FY 2023-24 Recommended Budget.
DISCUSSION:
On July 13, 2021, your Board approved acceptance of the notice of award for Fresno County's Initiative to
Address COVID-19 Health Disparities grant application from the CDC through the DHHS. One of the grant's
strategies to address COVID-19 related health disparities is through recruitment of a Health Equity Officer
(HEO)for the Department, which was fulfilled in January of 2022. Since being hired, the HEO has formed a
health equity committee to assess health equity needs of the Department and community partners to aid in
addressing the community's identified health disparities.
The grant's workplan requires the Department's Health Equity Officer to align activities with the California
Department of Public Health (CDPH) State Office of Health Equity. One of the regional alignment efforts
County of Fresno page 1 File Number:23-0291
File Number.23-0291
includes using trainers that incorporate diversity, equity, and inclusion (DEI) in their services. As technical
assistance support, the State's Office of Health Equity provided a list of recommended vendors approved to
provide comprehensive health equity trainings. The Department reviewed the list of vendors and contacted
the five vendors who offered DEI training. All vendors were asked if they could provide live trainings, reach
specific demographics, offer trainings for large class sizes, and develop health equity trainings. They were
also asked to provide a cost breakdown for DEI trainings. Two vendors (RIZE and Colibri) responded, and a
meeting was set up with both vendors to further discuss the details of the Department's training needs.
Both trainers provided an outline of their approach to meet the Department's service requirements. After
reviewing the cost and approach of both vendors, the Department concluded that RIZE had the best
capacity to meet the Department's DEI training needs.
RIZE is the only vendor with available training dates that align with the Department's training timeline,
address the training needs identified by the health equity committee, and has the ability to support the
Department in meeting programmatic activity requirements. RIZE also offers virtual delivery of trainings, has
the capacity to host large scale trainings, can train multiple cohorts, assist with strategic planning for funded
partners, offers product development with Spanish translation, and offers master cohort trainings.As a
former health equity training provider for CDPH, RIZE's services are in alignment with state and regional
approaches for sustainable health equity work and their services will contribute to the completion of the
Health Disparities workplan activities. Approval of the recommended actions will allow the Department to
partner with RIZE to provide training and technical assistance services to employees and funded partners.
Purchasing has reviewed the Department's informal procurement process and concurs with the
Department's recommendation.
REFERENCE MATERIAL:
BAI #43, July 13, 2021
ATTACHMENTS INCLUDED AND/OR ON FILE:
On file with Clerk-Agreement with RIZE Consultants, Inc.
CAO ANALYST:
Ron Alexander
County of Fresno page 2 File Number:23-0291
Agreement No. 23-250
1 SERVICE AGREEMENT
2 This Service Agreement ("Agreement") is dated June 6, 2023 and is between
3 RIZE Consultants, LLC a North Carolina Corporation, whose address is 10130 Mallard Creek
4 Road, Suite 300, Charlotte, North Carolina 28262 ("Contractor"), and the County of Fresno, a
5 political subdivision of the State of California ("County").
6 Recitals
7 A. The County, through its Department of Public Health (Department), is in need of a
8 contractor to provide comprehensive training, facilitation, strategic planning and technical
9 assistance for implementation of Fresno County's Initiative to Address COVID-19 Related
10 Health Disparities.
11 B. The Contractor is qualified and willing to provide services as identified in Exhibit A to this
12 Agreement, titled "Scope of Services."
13 C. The County and Contractor are in mutual agreement to the conditions and covenants
14 outlined in this Agreement.
15 The parties therefore agree as follows:
16 Article 1
17 Contractor's Services
18 1.1 Scope of Services. The Contractor shall perform all of the services provided in
19 Exhibit A to this Agreement, titled "Scope of Services."
20 1.2 Representation. The Contractor represents that it is qualified, ready, willing, and
21 able to perform all of the services provided in this Agreement.
22 1.3 Compliance with Laws. The Contractor shall, at its own cost, comply with all
23 applicable federal, state, and local laws and regulations in the performance of its obligations
24 under this Agreement, including but not limited to workers compensation, labor, and
25 confidentiality laws and regulations.
26
27
28
1
1 Article 2
2 Compensation, Invoices, and Payments
3 2.1 The County agrees to pay, and the Contractor agrees to receive, compensation for
4 the performance of its services under this Agreement as described in Exhibit B to this
5 Agreement, titled "Compensation."
6 2.2 Maximum Compensation. The maximum compensation payable to the Contractor
7 under this Agreement for the period of June 6, 2023 through May 31, 2024 is Three Hundred
8 and Thirty-One Thousand Four Hundred Dollars and 00/100 ($331,400.00). The Contractor
9 acknowledges that the County is a local government entity, and does so with notice that the
10 County's powers are limited by the California Constitution and by State law, and with notice that
11 the Contractor may receive compensation under this Agreement only for services performed
12 according to the terms of this Agreement and while this Agreement is in effect, and subject to
13 the maximum amount payable under this section. The Contractor further acknowledges that
14 County employees have no authority to pay the Contractor except as expressly provided in this
15 Agreement.
16 2.3 Advance Payment. The Contractor may request an advance payment of up to 25%
17 of the maximum compensation for startup activities directly related to the Scope of Services
18 (Exhibit A). The Contractor shall reconcile the advance payment with full, appropriate
19 supporting documentation, as specified in 2.4 of this Agreement, for all expenses incurred. The
20 Director or his or her designee may make a determination of an appropriate date of reconciling
21 the advance payment funds.
22 2.4 Invoices. The Contractor shall submit invoices on a quarterly basis to the County of
23 Fresno, Department of Public Health, HPW-Health Disparities Program, Attention: HPW-Health
24 Disparities Program Staff Analyst at DPHBOAP@fresnocountyca.gov or addressed to the
25 County of Fresno, Department of Public Health, HPW-Health Disparities Program, P.O. Box
26 11867, Fresno, CA 93775, Attention: HPW-Health Disparities Program Staff Analyst. The
27 Contractor shall submit each invoice by the 15th day after each quarter(three months) in which
28
2
1 the Contractor performs services for the prior quarter's expenditures and in any case within 60
2 days after the end of the term or termination of this Agreement.
3 Quarter Period Covered Due Date
4 1 Execution —August 31, 2023 September 15, 2023
5 2 September 1, 2023 — November 30, 2023 December 15, 2023
6 3 December 1, 2023 — February 28, 2024 March 15, 2024
7 4 March 1, 2024 —May 31, 2024 June 15, 2024
8
9 Invoices shall detail line items as specified in Exhibit B, including original budget amount(s),
10 current month's expenses, year to date expenses, and budget balances. In addition,
11 invoices shall also include relevant supporting documentation including but not limited to
12 general ledgers, copies of original statements, program expense records, payroll records,
13 and mileage claims.
14 2.5 Payment. The County shall pay each correctly completed and timely submitted
15 invoice within 45 days after receipt. The County shall remit any payment to the Contractor's
16 address specified in the invoice.
17 2.6 Incidental Expenses. The Contractor is solely responsible for all of its costs and
18 expenses that are not specified as payable by the County under this Agreement.
19 Article 3
20 Term of Agreement
21 3.1 Term. This Agreement is effective on June 6, 2023 and terminates on May 31, 2024,
22 except as provided in section Article 5, "Termination and Suspension," below.
23 Article 4
24 Notices
25 4.1 Contact Information. The persons and their addresses having authority to give and
26 receive notices provided for or permitted under this Agreement include the following:
27
For the County:
28 Director, Department of Public Health
County of Fresno
3
1 PO Box 11867
Fresno, CA 93775
2
For the Contractor:
3 Nicole M. Augustine, CEO & Founder
RIZE Consultants, Inc.
4 10130 Mallard Creek Rd., Suite 300
Charlotte, NC 28262
5
6 4.2 Change of Contact Information. Either party may change the information in section
7 4.1 by giving notice as provided in section 4.3.
8 4.3 Method of Delivery. Each notice between the County and the Contractor provided
9 for or permitted under this Agreement must be in writing, state that it is a notice provided under
10 this Agreement, and be delivered either by personal service, by first-class United States mail, or
11 by an overnight commercial courier service.
12 (A) A notice delivered by personal service is effective upon service to the recipient.
13 (B) A notice delivered by first-class United States mail is effective three County
14 business days after deposit in the United States mail, postage prepaid, addressed to the
15 recipient.
16 (C)A notice delivered by an overnight commercial courier service is effective one
17 County business day after deposit with the overnight commercial courier service,
18 delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
19 the recipient.
20 4.4 Claims Presentation. For all claims arising from or related to this Agreement,
21 nothing in this Agreement establishes, waives, or modifies any claims presentation
22 requirements or procedures provided by law, including the Government Claims Act (Division 3.6
23 of Title 1 of the Government Code, beginning with section 810).
24 Article 5
25 Termination and Suspension
26 5.1 Termination for Non-Allocation of Funds. The terms of this Agreement are
27 contingent on the approval of funds by the appropriating government agency. If sufficient funds
28
4
1 are not allocated, then the County, upon at least 30 days' advance written notice to the
2 Contractor, may:
3 (A) Modify the services provided by the Contractor under this Agreement; or
4 (B) Terminate this Agreement.
5 5.2 Termination for Breach.
6 (A) Upon determining that a breach (as defined in paragraph (C) below) has
7 occurred, the County may give written notice of the breach to the Contractor. The written
8 notice may suspend performance under this Agreement, and must provide at least 30
9 days for the Contractor to cure the breach.
10 (B) If the Contractor fails to cure the breach to the County's satisfaction within the
11 time stated in the written notice, the County may terminate this Agreement immediately.
12 (C) For purposes of this section, a breach occurs when, in the determination of the
13 County, the Contractor has:
14 (1) Obtained or used funds illegally or improperly;
15 (2) Failed to comply with any part of this Agreement;
16 (3) Submitted a substantially incorrect or incomplete report to the County; or
17 (4) Improperly performed any of its obligations under this Agreement.
18 5.3 Termination without Cause. In circumstances other than those set forth above, the
19 County may terminate this Agreement by giving at least 30 days advance written notice to the
20 Contractor.
21 5.4 No Penalty or Further Obligation. Any termination of this Agreement by the County
22 under this Article 5 is without penalty to or further obligation of the County.
23 5.5 County's Rights upon Termination. Upon termination for breach under this Article
24 5, the County may demand repayment by the Contractor of any monies disbursed to the
25 Contractor under this Agreement that, in the County's sole judgment, were not expended in
26 compliance with this Agreement. The Contractor shall promptly refund all such monies upon
27 demand. This section survives the termination of this Agreement.
28
5
1 Article 6
2 Funding Source
3 6.1 Services Funding Source. Funding for these services is provided by the US
4 Department of Health and Human Services (HHS), Centers for Disease Control and Prevention
5 (CDC) —Activities to Support State, Tribal, Local and Territorial (STLT) Health Department
6 Response to Public Health or Healthcare Crises (Catalog of Federal Domestic Assistance
7 Number 93.391).
8 /
9 /
10 /
11 Article 7
12 Federal Funding Terms and Conditions
13 7.1 Certification Regarding Debarment, Suspension, Ineligibility and Voluntary
14 Exclusion-Lower Tier Covered Transactions.
15 (A) County and Contractor recognize that Contractor is a recipient of Federal funds
16 under the terms of this Agreement. By signing this Agreement, Contractor agrees to
17 comply with applicable Federal suspension and debarment regulations, including but not
18 limited to: 7 CFR 3016.35, 29 CFR 97.35, 45 CFR 92.35, and Executive Order 12549.
19 By signing this Agreement, Contractor attests to the best of its knowledge and belief,
20 that it and its principals:
21 (1) Are not presently debarred, suspended, proposed for debarment, declared
22 ineligible, or voluntarily excluded by any Federal department or agency; and
23 (2) Shall not knowingly enter into any covered transaction with an entity or
24 person who is proposed for debarment under Federal regulations, debarred,
25 suspended, declared ineligible, or voluntarily excluded from participation in
26 such transaction.
27 (B) Contractor shall provide immediate written notice to County if at during any time
28 during the term of this Agreement Contractor learns that the representations it makes
6
1 above were erroneous when made or have become erroneous by reason of changed
2 circumstances.
3 (C)Contractor shall include a clause titled, "Certification Regarding Debarment,
4 Suspension, Ineligibility, and Voluntary Exclusion — Lower Tier Covered Transactions"
5 and similar in nature to this paragraph in all lower tier covered transactions and it all
6 solicitations for lower tier covered transactions.
7 (D) Contractor shall, prior to soliciting or purchasing goods and services in excess of
8 $25,000 funded by this Agreement, review and retain the proposed vendor's suspension
9 and debarment status at https://sam.gov/SAM/.
10
11 7.2 Property of County. Contractor agrees to take reasonable and prudent steps to
12 ensure the security of any and all said hardware and software provided to it by County under
13 this Agreement, to maintain replacement-value insurance coverages on said hardware and
14 software of like kind and quality approved by County.
15 All purchases over Five Thousand Dollars ($5,000) made during the life of this Agreement
16 that will outlive the life of this Agreement shall be identified as fixed assets with an assigned
17 Fresno County Department of Public Health (DPH)Accounting Inventory Number. These fixed
18 assets shall be retained by County, as County property, in the event this Agreement is
19 terminated or upon expiration of this Agreement. Contractor agrees to participate in an annual
20 inventory of all County fixed assets and shall be physically present when fixed assets are
21 returned to County possession at the termination or expiration of this Agreement. Contractor is
22 responsible for returning to County all County owned fixed assets upon the expiration or
23 termination of this Agreement.
24 7.3 Prohibition on Publicity. None of the funds, materials, property or services
25 provided directly or indirectly under this Agreement shall be used for Contractor's advertising,
26 fundraising, or publicity (i.e., purchasing of tickets/tables, silent auction donations, etc.)for the
27 purpose of self-promotion. Notwithstanding the above, publicity of the services described in
28 Paragraph One (1) of this Agreement shall be allowed as necessary to raise public awareness
7
1 about the availability of such specific services when approved in advance by the County's DPH
2 Director or designee for such items as written/printed materials, the use of media (i.e., radio,
3 television, newspapers) and any other related expense(s).
4 7.4 Conflict of Interest. No officer, employee or agent of the County who exercises any
5 function or responsibility for planning and carrying out of the services provided under this
6 Agreement shall have any direct or indirect personal financial interest in this Agreement. In
7 addition, no employee of the County shall be employed by the Contractor under this Agreement
8 to fulfill any contractual obligations with the County. Contractor shall comply with all Federal,
9 State of California and local conflict of interest laws, statutes and regulations, which shall be
10 applicable to all parties and beneficiaries under this Agreement and any officer, employee or
11 agent of the County.
12 7.5 Change of Leadership/Management. In the event of any change in the status of
13 Contractor's leadership or management, Contractor shall provide written notice to County within
14 thirty (30) days from the date of change. Such notification shall include any new leader or
15 manager's name, address and qualifications. "Leadership or management" shall include any
16 employee, member, or owner of Contractor who either a) directs individuals providing services
17 pursuant to this Agreement, b) exercises control over the manner in which services are
18 provided, or c) has authority over Contractor's finances.
19 7.6 Lobbying Activity. None of the funds provided under this Agreement shall be used
20 for publicity, lobbying or propaganda purposes designed to support or defeat legislation pending
21 in the Congress of the United States of America or the Legislature of the State of California.
22 7.7 State Energy Conservation. Contractor must comply with the mandatory standards
23 and policies relating to energy efficiency, which are contained in the State Energy Conservation
24 Plan issued in compliance with 42 United States (US) Code sections 6321, et. seq.
25 7.8 Clean Air and Water. In the event the funding under this Agreement exceeds One
26 Hundred Fifty Thousand and No/100 Dollars ($150,000), Contractor shall comply with all
27 applicable standards, orders or requirements issued under the Clean Air Act contained in 42
28 U.S. Code 7601 et seq; the Clean Water Act contained in U.S. Code 1368 et seq.; and any
8
1 standards, laws and regulations, promulgated thereunder. Under these laws and regulations,
2 CONTRACTOR shall assure:
3 (A) No facility shall be utilized in the performance of the Agreement that has been
4 listed on the Environmental Protection Agency (EPA) list of Violating Facilities;
5 (B) County shall be notified prior to execution of this Agreement of the receipt of any
6 communication from the Director, Office of Federal Activities, U.S. EPA indicating that a
7 facility to be utilized in the performance of this Agreement is under consideration to be
8 listed on the EPA list of Violating Facilities;
9 (C)County and U.S. EPA shall be notified about any known violation of the above
10 laws and regulations; and,
11 (D)This assurance shall be included in every nonexempt subgrant, contract, or
12 subcontract.
13 7.9 Audits and Inspections. The Contractor shall at any time during business hours,
14 and as often as the County may deem necessary, make available to the County for examination
15 all of its records and data with respect to the matters covered by this Agreement. The
16 Contractor shall, upon request by the County, permit the County to audit and inspect all of such
17 records and data necessary to ensure Contractor's compliance with the terms of this
18 Agreement.
19 If this Agreement exceeds ten thousand dollars ($10,000.00), Contractor shall be subject to
20 the examination and audit of the California State Auditor for a period of three (3) years after final
21 payment under contract (Government Code Section 8546.7).
22 In addition, Contractor shall cooperate and participate with County's fiscal review process
23 and comply with all final determinations rendered by the County's fiscal review process. If
24 County reaches an adverse decision regarding Contractor's services to consumers, it may result
25 in the disallowance of payment for services rendered; or in additional controls to the delivery of
26 services, or in the termination of this Agreement, at the discretion of County's DPH Director or
27 designee. If as a result of County's fiscal review process a disallowance is discovered due to
28 Contractor's deficiency, Contractor shall be financially liable for the amount previously paid by
9
1 County to Contractor and this disallowance will be adjusted from Contractor's future payments,
2 at the discretion of County's DPH Director or designee. In addition, County shall have the sole
3 discretion in the determination of fiscal review outcomes, decisions and actions.
4 7.10 Single Audit Clause.
5 (A) If Contractor expends Seven Hundred Fifty Thousand Dollars ($750,000) or more
6 Federal and Federal flow-through monies, Contractor agrees to conduct an annual audit
7 in accordance with the requirements of the Single Audit Standards as set forth in Office
8 of Management and Budget (OMB) Title 2 of the Code of Federal Regulations, Chapter
9 II, Part 200. Contractor shall submit said audit and management letter to County. The
10 audit must include a statement of findings or a statement that there were no findings. If
11 there were negative findings, Contractor must include a corrective action plan signed by
12 an authorized individual. Contractor agrees to take action to correct any material non-
13 compliance or weakness found as a result of such audit. Such audit shall be delivered
14 to County's DPH Administration for review within nine (9) months of the end of any fiscal
15 year in which funds were expended and/or received for the program. Failure to perform
16 the requisite audit functions as required by this Agreement may result in County
17 performing the necessary audit tasks, or at the County's option, contracting with a public
18 accountant to perform said audit, or, may result in the inability of County to enter into
19 future agreements with the Contractor.
20 (B) A single audit report is not applicable if all Contractor's Federal contracts do not
21 exceed the Seven Hundred Fifty Thousand Dollars ($750,000) requirement or
22 Contractor's federal funding is through Drug Medi-Cal.
23 7.11 Compliance with Federal Requirements. The Contractor recognizes that County
24 operates its Health Disparities Program with the use of Federal funds, and that the use of these
25 funds imposes certain requirements on the County and its subcontractors. The County shall
26 adhere to all Federal requirements, including those identified in Exhibit C attached hereto and
27 by this reference incorporated herein.
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10
1 Article 8
2 Confidentiality
3 8.1 Confidentiality. All services performed by the Contractor under this Agreement
4 shall be in strict conformance with all applicable Federal, State of California and/or local laws
5 and regulations relating to confidentiality.
6 Article 9
7 Independent Contractor
8 9.1 Status. In performing under this Agreement, the Contractor, including its officers,
9 agents, employees, and volunteers, is at all times acting and performing as an independent
10 contractor, in an independent capacity, and not as an officer, agent, servant, employee,joint
11 venturer, partner, or associate of the County.
12 9.2 Verifying Performance. The County has no right to control, supervise, or direct the
13 manner or method of the Contractor's performance under this Agreement, but the County may
14 verify that the Contractor is performing according to the terms of this Agreement.
15 9.3 Benefits. Because of its status as an independent contractor, the Contractor has no
16 right to employment rights or benefits available to County employees. The Contractor is solely
17 responsible for providing to its own employees all employee benefits required by law. The
18 Contractor shall save the County harmless from all matters relating to the payment of
19 Contractor's employees, including compliance with Social Security withholding and all related
20 regulations.
21 9.4 Services to Others. The parties acknowledge that, during the term of this
22 Agreement, the Contractor may provide services to others unrelated to the County.
23 Article 10
24 Indemnity and Defense
25 10.1 Indemnity. The Contractor shall indemnify and hold harmless and defend the
26 County (including its officers, agents, employees, and volunteers) against all claims, demands,
27 injuries, damages, costs, expenses (including attorney fees and costs), fines, penalties, and
28 liabilities of any kind to the County, the Contractor, or any third party that arise from or relate to
11
1 the performance or failure to perform by the Contractor (or any of its officers, agents,
2 subcontractors, or employees) under this Agreement. The County may conduct or participate in
3 its own defense without affecting the Contractor's obligation to indemnify and hold harmless or
4 defend the County.
5 10.2 Survival. This Article 10 survives the termination of this Agreement.
6 Article 11
7 Insurance
8 11.1 The Contractor shall comply with all the insurance requirements in Exhibit D to this
9 Agreement.
10 Article 12
11 Inspections, Audits, and Public Records
12 12.1 Inspection of Documents. The Contractor shall make available to the County, and
13 the County may examine at any time during business hours and as often as the County deems
14 necessary, all of the Contractor's records and data with respect to the matters covered by this
15 Agreement, excluding attorney-client privileged communications. The Contractor shall, upon
16 request by the County, permit the County to audit and inspect all of such records and data to
17 ensure the Contractor's compliance with the terms of this Agreement.
18 12.2 State Audit Requirements. If the compensation to be paid by the County under this
19 Agreement exceeds $10,000, the Contractor is subject to the examination and audit of the
20 California State Auditor, as provided in Government Code section 8546.7, for a period of three
21 years after final payment under this Agreement. This section survives the termination of this
22 Agreement. Additional Federal audit requirements may apply if any portion of the compensation
23 to be paid by the County under this Agreement is also provided by Federal funding.
24 12.3 Public Records. The County is not limited in any manner with respect to its public
25 disclosure of this Agreement or any record or data that the Contractor may provide to the
26 County. The County's public disclosure of this Agreement or any record or data that the
27 Contractor may provide to the County may include but is not limited to the following:
28
12
1 (A) The County may voluntarily, or upon request by any member of the public or
2 governmental agency, disclose this Agreement to the public or such governmental
3 agency.
4 (B) The County may voluntarily, or upon request by any member of the public or
5 governmental agency, disclose to the public or such governmental agency any record or
6 data that the Contractor may provide to the County, unless such disclosure is prohibited
7 by court order.
8 (C)This Agreement, and any record or data that the Contractor may provide to the
9 County, is subject to public disclosure under the Ralph M. Brown Act (California
10 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
11 (D)This Agreement, and any record or data that the Contractor may provide to the
12 County, is subject to public disclosure as a public record under the California Public
13 Records Act (California Government Code, Title 1, Division 7, Chapter 3.5, beginning
14 with section 6250) ("CPRA").
15 (E) This Agreement, and any record or data that the Contractor may provide to the
16 County, is subject to public disclosure as information concerning the conduct of the
17 people's business of the State of California under California Constitution, Article 1,
18 section 3, subdivision (b).
19 (F) Any marking of confidentiality or restricted access upon or otherwise made with
20 respect to any record or data that the Contractor may provide to the County shall be
21 disregarded and have no effect on the County's right or duty to disclose to the public or
22 governmental agency any such record or data.
23 12.4 Public Records Act Requests. If the County receives a written or oral request
24 under the CPRA to publicly disclose any record that is in the Contractor's possession or control,
25 and which the County has a right, under any provision of this Agreement or applicable law, to
26 possess or control, then the County may demand, in writing, that the Contractor deliver to the
27 County, for purposes of public disclosure, the requested records that may be in the possession
28 or control of the Contractor. Within five business days after the County's demand, the
13
1 Contractor shall (a) deliver to the County all of the requested records that are in the Contractor's
2 possession or control, together with a written statement that the Contractor, after conducting a
3 diligent search, has produced all requested records that are in the Contractor's possession or
4 control, or (b) provide to the County a written statement that the Contractor, after conducting a
5 diligent search, does not possess or control any of the requested records. The Contractor shall
6 cooperate with the County with respect to any County demand for such records. If the
7 Contractor wishes to assert that any specific record or data is exempt from disclosure under the
8 CPRA or other applicable law, it must deliver the record or data to the County and assert the
9 exemption by citation to specific legal authority within the written statement that it provides to
10 the County under this section. The Contractor's assertion of any exemption from disclosure is
11 not binding on the County, but the County will give at least 10 days' advance written notice to
12 the Contractor before disclosing any record subject to the Contractor's assertion of exemption
13 from disclosure. The Contractor shall indemnify the County for any court-ordered award of costs
14 or attorney's fees under the CPRA that results from the Contractor's delay, claim of exemption,
15 failure to produce any such records, or failure to cooperate with the County with respect to any
16 County demand for any such records.
17 Article 13
18 Disclosure of Self-Dealing Transactions
19 13.1 Applicability. This Article 13 applies if the Contractor is operating as a corporation,
20 or changes its status to operate as a corporation.
21 13.2 Duty to Disclose. If any member of the Contractor's board of directors is party to a
22 self-dealing transaction, he or she shall disclose the transaction by completing and signing a
23 "Self-Dealing Transaction Disclosure Form" (Exhibit E to this Agreement) and submitting it to the
24 County before commencing the transaction or immediately after.
25 13.3 Definition. "Self-dealing transaction" means a transaction to which the Contractor is
26 a party and in which one or more of its directors, as an individual, has a material financial
27 interest.
28
14
1 Article 14
2 General Terms
3 14.1 Modification. Except as provided in Article 5, "Termination and Suspension," this
4 Agreement may not be modified, and no waiver is effective, except by written agreement signed
5 by both parties. Notwithstanding the above, changes to object levels in the budget, attached
6 hereto as Exhibit B, that do not exceed ten percent (10%) of the maximum compensation
7 payable to the Contractor, may be made with the written approval of the County's Department of
8 Public Health Director, or designee. Said budget object level changes shall not result in any
9 change to the maximum compensation amount payable to Contractor, nor shall it reduce the
10 delivery of services originally provided for under this Agreement, as stated herein. The
11 Contractor acknowledges that County employees have no authority to modify this Agreement
12 except as expressly provided in this Agreement.
13 14.2 Non-Assignment. Neither party may assign its rights or delegate its obligations
14 under this Agreement without the prior written consent of the other party.
15 14.3 Governing Law. The laws of the State of California govern all matters arising from
16 or related to this Agreement.
17 14.4 Jurisdiction and Venue. This Agreement is signed and performed in Fresno
18 County, California. Contractor consents to California jurisdiction for actions arising from or
19 related to this Agreement, and, subject to the Government Claims Act, all such actions must be
20 brought and maintained in Fresno County.
21 14.5 Construction. The final form of this Agreement is the result of the parties' combined
22 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be
23 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement
24 against either party.
25 14.6 Days. Unless otherwise specified, "days" means calendar days.
26 14.7 Headings. The headings and section titles in this Agreement are for convenience
27 only and are not part of this Agreement.
28
15
1 14.8 Severability. If anything in this Agreement is found by a court of competent
2 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
3 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of
4 this Agreement with lawful and enforceable terms intended to accomplish the parties' original
5 intent.
6 14.9 Nondiscrimination. During the performance of this Agreement, the Contractor shall
7 not unlawfully discriminate against any employee or applicant for employment, or recipient of
8 services, because of race, religious creed, color, national origin, ancestry, physical disability,
9 mental disability, medical condition, genetic information, marital status, sex, gender, gender
10 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
11 all applicable State of California and federal statutes and regulation.
12 14.10 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation
13 of the Contractor under this Agreement on any one or more occasions is not a waiver of
14 performance of any continuing or other obligation of the Contractor and does not prohibit
15 enforcement by the County of any obligation on any other occasion.
16 14.11 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
17 between the Contractor and the County with respect to the subject matter of this Agreement,
18 and it supersedes all previous negotiations, proposals, commitments, writings, advertisements,
19 publications, and understandings of any nature unless those things are expressly included in
20 this Agreement. If there is any inconsistency between the terms of this Agreement without its
21 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving
22 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the
23 exhibits.
24 14.12 No Third-Party Beneficiaries. This Agreement does not and is not intended to
25 create any rights or obligations for any person or entity except for the parties.
26 14.13 Authorized Signature. The Contractor represents and warrants to the County that:
27 (A) The Contractor is duly authorized and empowered to sign and perform its
28 obligations under this Agreement.
16
1 (B) The individual signing this Agreement on behalf of the Contractor is duly
2 authorized to do so and his or her signature on this Agreement legally binds the
3 Contractor to the terms of this Agreement.
4 14.14 Electronic Signatures. The parties agree that this Agreement may be executed by
5 electronic signature as provided in this section.
6 (A) An "electronic signature" means any symbol or process intended by an individual
7 signing this Agreement to represent their signature, including but not limited to (1) a
8 digital signature; (2) a faxed version of an original handwritten signature; or (3) an
9 electronically scanned and transmitted (for example by PDF document) version of an
10 original handwritten signature.
11 ///
12 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
13 equivalent to a valid original handwritten signature of the person signing this Agreement
14 for all purposes, including but not limited to evidentiary proof in any administrative or
15 judicial proceeding, and (2) has the same force and effect as the valid original
16 handwritten signature of that person.
17 (C)The provisions of this section satisfy the requirements of Civil Code section
18 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3,
19 Part 2, Title 2.5, beginning with section 1633.1).
20 (D) Each party using a digital signature represents that it has undertaken and
21 satisfied the requirements of Government Code section 16.5, subdivision (a),
22 paragraphs (1) through (5), and agrees that each other party may rely upon that
23 representation.
24 (E) This Agreement is not conditioned upon the parties conducting the transactions
25 under it by electronic means and either party may sign this Agreement with an original
26 handwritten signature.
27 14.15 Counterparts. This Agreement may be signed in counterparts, each of which is an
28 original, and all of which together constitute this Agreement.
17
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I The parties are signing this Agreement on the date stated in the introductory clause.
2 RIZE Consult nts, Inc.
COUNTY OF FRESNO
3 'J�A-
4 Nicole . Augustine, CEO & Founder
5 10130 Mallard Creek Rd., Suite 300 Sal &ie(o, airman of the Board of
Charlotte, NC 28262 Supr e County of Fresno
6
Attest:
7 Bernice E. Seidel
Clerk of the Board of Supervisors
8 County of Fresno, State of California
9 By: -
10 Deputy
11 For accounting use only:
12 Org No.: 56201558
Account No.: 7295
13 Fund No.: 0001
Subclass No.: 10000
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Exhibit A
DEI Strategist
OUR SOLUTION : DEI TRAINING &
CAPACITY BUILDING PARTNERSHIP
Facilitation & implementation of new and existing trainings
This proposal includes the program development, facilitation, and a TOT approach for
the following courses. On top of the pilot training program, RIZE will help you identify a
group of individuals who will become expert trainers of the content. These trainers will
attend the pilot sessions to experience the delivery. Additionally, you can opt to add a
coaching and technical assistance package for these expert trainers. The price quote
covers the direct and indirect services connected to this service delivery.
:.......................................................,...................................,.......................................................................................................................... ..................................,..............................................................:
SERVICE COHORT I NUMBER i TOTAL
RATE
::.................................................................................................................................................................:......................................................:...................................:...............................................
.................:
FACILITATION AND $27,500.00 4 $110,000
: IMPLEMENTATION (11 HRS)
............................................................................................ ......................................................................................................................................................................................................................
Facilitation and Implementation of New Course Series
• Health Equity 101 and Social Determinants of Health Part 1 - 3hr
• Health Equity 101 and Social Determinants of Health Part 2 - 3hr
• Operationalizing Health Equity (Upstream Care/Intervention) - 1hr
• Cultural Competency, Cultural Humility - 2hr
• Diversity, Equity, and Inclusion - 2hr
..............................................................................................................................................................................................................................-...........................................................................................
.'s
TOTAL : $110,000
............................................................................................................................................................................................................................................................:................................................................:
30% DISCOUNT : $77,000
€............................................................................................................................................................................................................................................................:...........................................................
.....€.
Relevant Work Example:
In the Spring of 2022, RIZE hosted an Equity In Action 4-month learning journey with
The Center for Healthy Communities (CHC) branch of the California Department of
Public Health (CDPH). The experience included four, three-hour sessions, and weekly
course whispers (quick email reminders in between sessions of the lessons learned in
the previous session). We had over 100 participants in each session and developed a
cohort of staff who went on to become equity ambassadors throughout the
department.
$779000 of • 1
Exhibit A
DEI Strategist
OUR SOLUTION : DEI TRAINING &
CAPACITY BUILDING PARTNERSHIP
Coaching and TA for both the course facilitators ("Equity Ambassadors") and the
Leadership Team.
Two consultants will provide 2 hours per month of strategic coaching and technical
assistance. We provide executive coaching for organizational leadership and technical
assistance with the expert trainers cohort. This entails a monthly two-hour session with
the cohort. Time will be spent learning the curriculum and any foundational knowledge
needed to strengthen the trainers' facilitation skills. The time commitment for the trainers
will be two hours a month. The price quote covers the direct and indirect costs
connected to this service delivery.
.................................................................................................................................................................................... .............................................................................................................................................
SERVICE RATE/MONTH MONTHS TOTAL
.............................................._................................................................................................................'....................................... .................................................................................................................
.......
COACHING & TECHNICAL ASSISTANCE $2,S00.00 12 $30,000
....................................................................................................................................................................................................................................................................................................................................
.:
Coaching and TA for Course Facilitators & Leadership Team
Access to two consultants for two hours each month to provide coaching and/or technical
assistance
...............................................................................................................................................................................................................................................................................................................................
TOTAL : $30,000
.....................................................................................................................................................................................................................................................................................................................................
:
Relevant Work Example:
Example #1: RIZE supports the development and sustainability of the Trumbull County
Mental Health and Recovery Board Health Equity and Cultural Competence Plan through
strategic coaching, technical assistance, and capacity-building initiatives.
Example #2: RIZE provides diversity, equity, and inclusion (DEI) consulting services
funded by the Massachusetts Department of Public Health Bureau of Substance
Addiction Services as part of ongoing regional substance use prevention work in the
towns of Needham, Dedham, Westwood, and Walpole.
$30 • • • of $331 ,404
Exhibit A
DEI Strategist
OUR SOLUTION : DEI TRAINING &
CAPACITY BUILDING PARTNERSHIP
Product Development
We will provide custom, transformative learning experiences that can be delivered
either virtually or in-person. Our consultants will create content tailored to the needs of
your staff, department, and DEI goals. Our graphic design team has extensive experience
in creating engaging, interactive, and visually appealing materials that maximize learning
and support training facilitation.
........................................................................................................................................................................................................................................................................................................................................
SERVICE DETAILS TOTAL
:..................................................................................................................................................................:................................................................................................€..................................................................:
Product Development
• Content development for S courses
• Participant manual creation for each 2 Consultants $101,000
course
• Facilitator manual creation for each
course
..............................................................................................................................................................................................................................................................................................................................
PROJECT FEES 2 Designers for 360 hrs
• Contract Labor 1 Project Admin for 200 $21,400
hrs
..................................................................................................................................................................:................................................................................................:..................................................................
:
TOTAL $122,400
.......................................................................................................................................................................................................................................................................................................................................:
Relevant Work Example:
Work example#1: In the summer of 2022, RIZE was hired to assist SAMHSA in
developing a curriculum (in-person and eCourse) inspired by their Prevention Core
Competencies publication. This product is currently in the pilot testing phase and will be
released for public use early this year. The goal is to reach 5,000 prevention professionals
by the end of the year.
Work example#2: In the winter of 2022, RIZE was hired to assist Shatterproof and
Elevance Health Foundation in the development of an eCourse to reach 3,000 healthcare
professionals across the country. The goal of this project is to develop and design an
intervention that reduces addiction stigma in the healthcare community, particularly
those in the Latinx/a/o community.
$122,400 of • •
Exhibit A
DEI Strategist
OUR SOLUTION : DEI TRAINING &
CAPACITY BUILDING PARTNERSHIP
DEI strategic planning for 8 community-based organizations (CBOs)
We provide technical assistance for Community-Based Organization subcontractors to
complete a health equity assessment and develop a health equity plan. This TA series
focused on assessment and planning will include nine (9) hours per month of direct
service: a one-hour session for each of the 8 CBOs and one hour for a group call. The time
commitment for the CBOs will be two hours each month. The price quote covers the
direct and indirect services connected to this service delivery.
........................................................................................................................................................................................................................................................................................................................................
SERVICE DETAILS TOTAL
..................................................................................................................................................................................................................................................................?..................................................................?
2 Consultants
Strategic Planning $8,500.00 per month $102,000
s DEI Strategic Planning for 8 CBOs
12 months
:.................................................................................................................................................................:................................................................................................€..................................................................€
TOTAL $102,000
....................................................................................................................................................................................................................................................................:...................................................................
Relevant Work Example:
Work example#1: In the summer of 2022, RIZE was hired to assist the Pacific Southwest
Prevention Technology Center to provide TA for their Partnership for Success Grantees.
RIZE held weekly office hours for community coalitions to share their concerns and
provide support in embedding equity into their work.
Work example#2: In the Fall of 2020, RIZE was hired to assist the Addiction
Professionals of North Carolina in providing support to their Partnership for Success
Grantees in creating their Disparity Impact Statements for SAMHSA.
$102,000 of $331 ,400
Exhibit B
PROJECT
............. ........... ........................ .........................................................................................I....................................................I.............I............ ...............
QUOTE.........
SERVICE TOTAL
.......................... .................................................................................I.......................................-.............................................................................................................................................................
Facilitation & implementation of new and existing trainings $77,000
.............I............................................I..............................................................................................................I............................................... 4.....................................................I......................................
Coaching and TA for Equity Ambassadors $30,000
................................................................I................................................................................................................................................................................................................................................................
Product Development $122,400
............... ....................................................... ........... ............................................. ......................................... ............ ................................................................... ..................
DEI strategic planning $102,000
....................................................................................................................................................................................................................................................................................................................
TOTAL : $331,400
..................................... .............................................................. .......... .....................................................................................................;
..............................................................................................
PROJECT TIMELINE
View in Goggle Sheets
For more information, kindly email: admin@rizeconsultants.com
Exhibit C
` U.S.DEPARTMENT OF HEALTH AND HUMAN SERVICES Public Health Service
K
74%
Centers for Disease Control
and Prevention(CDC)
Atlanta GA 30333
General Terms and Conditions for Non-Research
Grant and Cooperative Agreements
Incorporation: The Department of Health and Human Services (HHS) grant recipients must
comply with all terms and conditions outlined in the Notice of Funding Opportunity (NOFO), their
Notice of Award (NOA), grants policy contained in applicable HHS Grants Policy Statements, 45
CFR Part 75, requirements imposed by program statutes and regulations, Executive Orders, and
HHS grant administration regulations, as applicable; as well as any requirements or limitations in
any applicable appropriations acts. The term grant is used throughout these general terms and
conditions of award and includes cooperative agreements.
Note: In the event that any requirement in the NOA, the NOFO, the HHS Grants Policy Statement,
45 CFR Part 75, or applicable statutes/appropriations acts conflict, then statutes and regulations
take precedence.
FEDERAL REGULATIONS AND POLICIES
45 CFR Part 75— Uniform Administrative Requirements, Cost Principles, and Audit Requirements
for HHS Awards.
https://www.ecfr.gov/cqi-bin/text- idx?node=pt45.1.75&rqn=div5
HHS Grants Policy and Regulations
https://www.hhs.gov/grants/grants/grants-policies-regulations/index.html
HHS Grants Policy Statement
https://www.hhs.gov/sites/default/files/grants/grants/policies-regulations/hhsgpsl 07.pdf
Federal Funding Accountability and Transparency Act (FFATA)
https://www.fsrs.gov/
Trafficking In Persons: Consistent with 2 CFR 175, awards are subject to the requirements of
the Trafficking Victims Protection Act of 2000, as amended (22 U.S.C. Part 7104(g)).
https://www.law.cornel1.edu/cfr/text/2/part-175
CDC Additional Requirements (AR) may apply. The NOFO will detail which specific ARs apply
to resulting awards. Links to full texts can be found at:
https://www.cdc.gov/qrants/additional-requirements/index.htmi.
CDC General Terms and Conditions for Non-research Awards,Revised:September 2022
C-1
Exhibit C
FUNDING RESTRICTIONS AND LIMITATIONS
Cost Limitations as stated in Appropriations Acts. Recipients must follow applicable fiscal
year appropriations law in effect at the time of award. See AR-32 Appropriations Act, General
Requirements: https://www.cdc.gov/grants/additional-requirements/ar-32.html.
Though Recipients are required to comply with all applicable appropriations restrictions,
please find below specific ones of note. CDC notes that the cited section for each below
provision may change annually.
A. Cap on Salaries (Division H, Title II, General Provisions, Sec. 202): None of the funds
appropriated in this title shall be used to pay the salary of an individual, through a grant or
other extramural mechanism, at a rate in excess of Executive Level ll.
Note: The salary rate limitation does not restrict the salary that an organization may pay an
individual working under an HHS contract or order; it merely limits the portion of that salary that
may be paid with federal funds.
B. Gun Control Prohibition (Div. H, Title ll, Sec. 210): None of the funds made available in this title
may be used, in whole or in part, to advocate or promote gun control.
C. Lobbying Restrictions (Div. H, Title V, Sec. 503):
• 503(a): No part of any appropriation contained in this Act or transferred pursuant to section
4002 of Public Law 111-148 shall be used, other than for normal and recognized executive-
legislative relationships, for publicity or propaganda purposes, for the preparation, distribution,
or use of any kit, pamphlet, booklet, publication, electronic communication, radio, television, or
video presentation designed to support or defeat the enactment of legislation before the
Congress or any State or local legislature or legislative body, except in presentation to the
Congress or any State or local legislature itself, or designed to support or defeat any proposed
or pending regulation, administrative action, or order issued by the executive branch of any
State or local government itself.
• 503(b): No part of any appropriation contained in this Act or transferred pursuant to section
4002 of Public Law 111-148 shall be used to pay the salary or expenses of any grant or
contract recipient, or agent acting for such recipient, related to any activity designed to
influence the enactment of legislation, appropriations, regulation, administrative action, or
Executive order proposed or pending before the Congress or any State government, State
legislature or local legislature or legislative body, other than for normal and recognized
executive-legislative relationships or participation by an agency or officer of a State, local or
tribal government in policymaking and administrative processes within the executive branch of
that government.
• 503(c): The prohibitions in subsections (a) and (b) shall include any activity to advocate or
promote any proposed, pending or future federal, state or local tax increase, or any
proposed, pending, or future requirement or restriction on any legal consumer product,
including its sale of marketing, including but not limited to the advocacy or promotion of gun
control.
CDC General Terms and Conditions for Non-research Awards,Revised:September 2022
C-2
Exhibit C
For additional information, see Additional Requirement 12 at
https://www.cdc.gov/qrants/additional-requirements/ar-12.html.
D. Needle Exchange (Div. H, Title V, Sec. 520): Notwithstanding any other provision of this Act,
no funds appropriated in this Act shall be used to carry out any program of distributing sterile
needles or syringes for the hypodermic injection of any illegal drug.
E. Blocking access to pornography (Div. H, Title V, Sec. 521): (a) None of the funds made
available in this Act may be used to maintain or establish a computer network unless such
network blocks the viewing, downloading, and exchanging of pornography; (b) Nothing in
subsection (a) shall limit the use of funds necessary for any federal, state, tribal, or local law
enforcement agency or any other entity carrying out criminal investigations, prosecution, or
adjudication activities.
Prohibition on certain telecommunications and video surveillance services or equipment (Pub.
L. 115-232, section 889): For all new, non-competing continuation, renewal or supplemental awards
issued on or after August 13, 2020, recipients and subrecipients are prohibited from obligating or
expending grant funds (to include direct and indirect expenditures as well as cost share and program
funds) to:
1. Procure or obtain,
2. Extend or renew a contract to procure or obtain; or
3. Enter into contract (or extend or renew contract)to procure or obtain equipment, services, or
systems that use covered telecommunications equipment or services as a substantial or
essential component of any system, or as critical technology as part of any system. As
described in Pub. L. 115-232, section 889, covered telecommunications equipment is
telecommunications equipment produced by Huawei Technologies Company or ZTE
Corporation (or any subsidiary or affiliate of such entities).
i. For the purpose of public safety, security of government facilities, physical security
surveillance of critical infrastructure, and other national security purposes, video
surveillance and telecommunications equipment produced by Hytera
Communications Corporation, Hangzhou Hikvision Digital Technology Company, or
Dahua Technology Company (or any subsidiary or affiliate of such entities).
ii. Telecommunications or video surveillance services provided by such entities or
using such equipment.
iii. Telecommunications or video surveillance equipment or services produced or
provided by an entity that the Secretary of Defense, in consultation with the Director
of the National Intelligence or the Director of the Federal Bureau of Investigation,
reasonably believes to be an entity owned or controlled by, or otherwise, connected
to the government of a covered foreign country.
President's Emergency Plan for AIDS Relief(PEPFAR) funding is exempt from the prohibition under
Pub. L. 115-232, section 889 until September 30, 2022. During the exemption period, PEPFAR
recipients are expected to work toward implementation of the requirements.
Cancel Year: 31 U.S.C. Part 1552(a) Procedure for Appropriation Accounts Available for Definite
Periods states the following: On September 301h of the 51h fiscal year after the period of availability
for obligation of a fixed appropriation account ends, the account shall be closed and any remaining
balances (whether obligated or unobligated) in the account shall be canceled and thereafter shall
not be available for obligation or expenditure for any purpose.
CDC General Terms and Conditions for Non-research Awards,Revised:September 2022
C-3
Exhibit C
REPORTING REQUIREMENTS
Annual Federal Financial Report (FFR, SF-425): The Annual Federal Financial Report (FFR)
SF-425 is required and must be submitted no later than 90 days after the end of the budget
period in the Payment Management System.
Additional guidance on submission of Federal Financial Reports can be found at
https://www.cdc.gov/qrants/documents/change-in-federal-reporting-fv-2021-recipients.pdf.
If more frequent reporting is required, the Notice of Award terms and conditions will explicitly state
the reporting requirement.
Annual Performance Progress and Monitoring Reporting: The Annual Performance Progress
and Monitoring Report (PPMR) is due no later than 120 days prior to the end of the budget period
and serves as the continuation application for the follow-on budget period. Submission instructions,
due date, and format will be included in the guidance from the assigned GMO/GMS via
www.grantsolutions.gov.
Any change to the existing information collection noted in the award terms and conditions will be
subject to review and approval by the Office of Management and Budget (OMB) under the
Paperwork Reduction Act.
Data Management Plan: CDC requires recipients for projects that involve the collection or
generation of data with federal funds to develop, submit and comply with a Data Management
Plan (DMP) for each collection or generation of public health data undertaken as part of the
award and, to the extent consistent with law and appropriate, provide access to and
archiving/long-term preservation of collected or generated data. Additional information on the
Data Management and Access requirements can be found at
https://www.cdc.gov/qrants/additional-requirements/ar-25.htmi.
Audit Requirement Domestic Organizations (including US-based organizations implementing
projects with foreign components): An organization that expends $750,000 or more in a fiscal year
in federal awards shall have a single or program-specific audit conducted for that year in
accordance with the provisions of 45 CFR Part 75. The audit period is an organization's fiscal year.
The audit must be completed along with a data collection form (SF-SAC), and the reporting
package shall be submitted within the earlier of 30 days after receipt of the auditor's report(s), or
nine (9) months after the end of the audit period. The audit report must be sent to:
Federal Audit Clearing House Internet Data Entry System Electronic Submission:
https://harvester.census.gov/facides/(S(Ovkwl zaelVzmibnahocga5i0))/account/login.aspx
AND
Office of Financial Resources, Risk Management and Internal Control Unit's Audit Resolution
Team (ART), RMICU.Audit.Resolution(a.cdc.gov.
Audit Requirement Foreign Organizations: An organization that expends $300,000 or more in a
fiscal year on its federal awards must have a single or program-specific audit conducted for that
CDC General Terms and Conditions for Non-research Awards,Revised:September 2022
C-4
Exhibit C
year. The audit period is an organization's fiscal year. The auditor shall be a U.S.-based Certified
Public Accountant firm, the foreign government's Supreme Audit Institution or equivalent, or an
audit firm endorsed by the U.S. Agency for International Development's Office of Inspector General.
The audit must be completed in English and in US dollars, and submitted within the earlier of 30
days after receipt of the auditor's report(s), or nine (9) months after the end of the audit period. The
audit report must be sent to the Office of Financial Resources, Risk Management and Internal
Control Unit's Audit Resolution Team (ART) at RMICU.Audit.Resolution(a-�cdc.gov. After receipt of
the audit report, CDC will resolve findings by issuing Final Management Determination Letters.
Domestic and Foreign organizations: Audit requirements for Subrecipients to whom 45 CFR 75
Subpart F applies: The recipient must ensure that the subrecipients receiving CDC funds also meet
these requirements. The recipient must also ensure to take appropriate corrective action within six
months after receipt of the subrecipient audit report in instances of non-compliance with applicable
federal law and regulations (45 CFR 75 Subpart F and HHS Grants Policy Statement). The
recipient may consider whether subrecipient audits necessitate adjustment of the recipient's own
accounting records. If a subrecipient is not required to have a program-specific audit, the recipient
is still required to perform adequate monitoring of subrecipient activities. The recipient shall require
each subrecipient to permit the independent auditor access to the subrecipient's records and
financial statements. The recipient must include this requirement in all subrecipient contracts.
Required Disclosures for Federal Awardee Performance and Integrity Information System
(FAPIIS): Consistent with 45 CFR 75.113, applicants and recipients must disclose in a timely
manner, in writing to the CDC, with a copy to the HHS Office of Inspector General (OIG), all
information related to violations of federal criminal law involving fraud, bribery, or gratuity violations
potentially affecting the federal award. Subrecipients must disclose, in a timely manner in writing to
the prime recipient (pass through entity) and the HHS OIG, all information related to violations of
federal criminal law involving fraud, bribery, or gratuity violations potentially affecting the federal
award. Disclosures must be sent in writing to the assigned GMS/GMO identified in the NOA, and to
the HHS OIG at the following address:
U.S. Department of Health and Human Services
Office of the Inspector General
ATTN: Mandatory Grant Disclosures, Intake Coordinator
330 Independence Avenue, SW
Cohen Building, Room 5527
Washington, DC 20201
Fax: (202)-205-0604 (Include "Mandatory Grant Disclosures" in subject line) or Email:
MandatoryGranteeDisclosures(a�,oig.hhs.gov
Recipients must include this mandatory disclosure requirement in all subawards and contracts
under this award.
Failure to make required disclosures can result in any of the remedies described in 45 CFR
75.371. Remedies for noncompliance, including suspension or debarment (See 2 CFR parts 180
and 376, and 31 U.S.C. 3321).
CDC General Terms and Conditions for Non-research Awards,Revised:September 2022
C-5
Exhibit C
CDC is required to report any termination of a federal award prior to the end of the period of
performance due to material failure to comply with the terms and conditions of this award in the
OMB-designated integrity and performance system accessible through SAM (currently FAPIIS)
(45 CFR 75.372(b)). CDC must also notify the recipient if the federal award is terminated for
failure to comply with the federal statutes, regulations, or terms and conditions of the federal
award (45 CFR 75.373(b)).
1. General Reporting Requirement
If the total value of currently active grants, cooperative agreements, and procurement contracts
from all federal awarding agencies exceeds $10,000,000 for any period of time during the period
of performance of this federal award, the recipient must maintain the currency of information
reported to the System for Award Management (SAM) and made available in the designated
integrity and performance system (currently the Federal Awardee Performance and Integrity
Information System (FAPIIS)) about civil, criminal, or administrative proceedings described in
section 2 of this award term and condition. This is a statutory requirement under section 872 of
Public Law 110-417, as amended (41 U.S.C. 2313). As required by section 3010 of Public Law
111-212, all information posted in the designated integrity and performance system on or after
April 15, 2011, except past performance reviews required for federal procurement contracts, will
be publicly available.
2. Proceedings About Which You Must Report
Submit the information required about each proceeding that:
a. Is in connection with the award or performance of a grant, cooperative agreement,
or procurement contract from the federal government;
b. Reached its final disposition during the most recent five-year period; and
c. If one of the following:
(1) A criminal proceeding that resulted in a conviction, as defined in paragraph 5 of
this award term and condition;
(2) A civil proceeding that resulted in a finding of fault and liability and payment of a
monetary fine, penalty, reimbursement, restitution, or damages of$5,000 or
more;
(3) An administrative proceeding, as defined in paragraph 5 of this award term and
condition, that resulted in a finding of fault and liability and your payment of
either a monetary fine or penalty of$5,000 or more or reimbursement,
restitution, or damages in excess of$100,000;or
(4) Any other criminal, civil, or administrative proceeding if:
(i) It could have led to an outcome described in paragraph 2.c.(1), (2),or
(3) of this award term and condition;
(ii) It had a different disposition arrived at by consent or compromise with an
acknowledgement of fault on your part; and
(iii) The requirement in this award term and condition to disclose information
about the proceeding does not conflict with applicable laws and
regulations.
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Exhibit C
3. Reporting Procedures
Enter in the SAM Entity Management area the information that SAM requires about each
proceeding described in section 2 of this award term and condition. You do not need to submit
the information a second time under assistance awards that you received if you already provided
the information through SAM because you were required to do so under federal procurement
contracts that you were awarded.
4. Reporting Frequency
During any period of time when you are subject to this requirement in section 1 of this award
term and condition, you must report proceedings information through SAM for the most recent
five year period, either to report new information about any proceeding(s) that you have not
reported previously or affirm that there is no new information to report. Recipients that have
federal contract, grant, and cooperative agreement awards with a cumulative total value greater
than $10,000,000 must disclose semiannually any information about the criminal, civil, and
administrative proceedings.
5. Definitions
For purposes of this award term and condition:
a. Administrative proceeding means a non-judicial process that is adjudicatory in nature in order
to make a determination of fault or liability (e.g., Securities and Exchange Commission
Administrative proceedings, Civilian Board of Contract Appeals proceedings, and Armed
Services Board of Contract Appeals proceedings). This includes proceedings at the federal
and state level but only in connection with performance of a federal contract or grant. It does
not include audits, site visits, corrective plans, or inspection of deliverables.
b. Conviction, for purposes of this award term and condition, means a judgment or conviction
of a criminal offense by any court of competent jurisdiction, whether entered upon a verdict
or a plea, and includes a conviction entered upon a plea of nolo contendere.
c. Total value of currently active grants, cooperative agreements, and procurement
contracts includes—
(1) Only the federal share of the funding under any federal award with a recipient cost
share or match;
(2) The value of all expected funding increments under a federal award and options,
even if not yet exercised.
GENERAL REQUIREMENTS
You must administer your project in compliance with federal civil rights laws that prohibit discrimination
on the basis of race, color, national origin, disability, age and, in some circumstances, religion,
conscience, and sex (including gender identity, sexual orientation, and pregnancy). This includes taking
reasonable steps to provide meaningful access to persons with limited English proficiency and
providing programs that are accessible to and usable by persons with disabilities. The HHS Office for
Civil Rights provides guidance on complying with civil rights laws enforced by HHS. See
https://www.hhs.gov/civil-rights/for-providers/provider-obligations/index.htmi and
https://www.hhs.gov/civil-rights/for-individuals/nondiscrimination/index.htmi.
• You must take reasonable steps to ensure that your project provides meaningful access to
persons with limited English proficiency. For guidance on meeting your legal obligation to take
CDC General Terms and Conditions for Non-research Awards,Revised:September 2022
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Exhibit C
reasonable steps to ensure meaningful access to your programs or activities by limited English
proficient individuals, see https://www.hhs.gov/civil-rights/for-individuals/special-topics/limited-
english-proficiency/fact-sheet-quidance/index.html and https://www.lep.gov/.
• For information on your specific legal obligations for serving qualified individuals with
disabilities, including providing program access, reasonable modifications, and taking
appropriate steps to provide effective communication, see
http://www.hhs.gov/ocr/civilrights/understanding/disability/index.html.
• HHS funded health and education programs must be administered in an environment free of
sexual harassment, see https://www.hhs.gov/civil-rights/for-individuals/sex-
discrimination/index.html.
• For guidance on administering your project in compliance with applicable federal religious
nondiscrimination laws and applicable federal conscience protection and associated anti-
discrimination laws, see https://www.hhs.gov/conscience/conscience-protections/index.htmi and
https://www.hhs.gov/conscience/religious-freedom/index.html.
Termination (45 CFR Part 75.372) applies to this award and states, in part, the following:
(a) This award may be terminated in whole or in part:
(1) By the HHS awarding agency or pass-through entity, if a non-Federal entity fails to comply with
the terms and conditions of a Federal award;
(2) By the HHS awarding agency or pass-through entity for cause;
(3) By the HHS awarding agency or pass-through entity with the consent of the non-Federal entity,
in which case the two parties must agree upon the termination conditions, including the effective
date and, in the case of partial termination, the portion to be terminated;
(4) By the non-Federal entity upon sending to the HHS awarding agency or pass-through entity
written notification setting forth the reasons for such termination, the effective date, and, in the
case of partial termination, the portion to be terminated. However, if the Federal awarding agency
or pass-through entity determines in the case of partial termination that the reduced or modified
portion of the Federal award or subaward will not accomplish the purposes for which the Federal
award was made, the HHS awarding agency or pass-through entity may terminate the Federal
award in its entirety.
Travel Cost: In accordance with HHS Grants Policy Statement, travel costs are allowable when
the travel will provide a direct benefit to the project or program. To prevent disallowance of cost,
the recipient is responsible for ensuring travel costs are clearly stated in their budget narrative
and are applied in accordance with their organization's established travel policies and procedures.
The recipient's established travel policies and procedures must also meet the requirements of 45
CFR Part 75.474.
Food and Meals: Costs associated with food or meals are allowable when consistent with
applicable federal regulations and HHS policies. See
https://www.hhs.gov/grants/contracts/contract-policies-regulations/spending-on-food/index.htmi.
In addition, costs must be clearly stated in the budget narrative and be consistent with
organization approved policies. Recipients must make a determination of reasonableness and
organization approved policies must meet the requirements of 45 CFR Part 75.432.
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Exhibit C
Prior Approval: All requests which require prior approval, must bear the signature (or electronic
authorization) of the authorized organization representative. The recipient must submit these
requests no later than 120 days prior to the budget period's end date. Additionally, any requests
involving funding issues must include an itemized budget and a narrative justification of the
request.
The following types of requests are examples of actions that require prior approval, unless an
expanded authority, or conversely a high risk condition, is explicitly indicated in the NOA.
• Use of unobligated funds from prior budget period(Carryover)
• Lift funding restriction
• Significant redirection of funds (i.e., cumulative changes of 25% of total award)
• Change in scope
• Implement a new activity or enter into a sub-award that is not specified in the approved
budget
• Apply for supplemental funds
• Extensions to period of performance
Templates for prior approval requests can be found at:
https://www.cdc.gov/grants/already-have-grant/PriorApprovalReguests.htm1.
Additional information on the electronic grants administration system CDC non-research awards
utilize, Grants Solutions, can be found at: https://www.cdc.gov/grants/grantsolutions/index.html.
Key Personnel: In accordance with 45 CFR Part 75.308, CDC recipients must obtain prior approval
from CDC for(1) change in the project director/principal investigator, authorized organizational
representative, business official, financial director, or other key persons specified in the NOFO,
application or award document; and (2) the disengagement from the project for more than three
months, or a 25 percent reduction in time devoted to the project, by the approved project director or
principal investigator.
Inventions: Acceptance of grant funds obligates recipients to comply with the standard patent
rights clause in 37 CFR Part 401.14.
Acknowledgment of Federal Funding: When issuing statements, press releases, publications,
requests for proposal, bid solicitations and other documents --such as tool-kits, resource guides,
websites, and presentations (hereafter"statements")--describing the projects or programs funded in
whole or in part with U.S. Department of Health and Human Services (HHS) federal funds, the
recipient must clearly state:
1. the percentage and dollar amount of the total costs of the program or project funded
with federal money; and,
2. the percentage and dollar amount of the total costs of the project or program funded
by non-governmental sources.
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Exhibit C
When issuing statements resulting from activities supported by HHS financial assistance, the
recipient entity must include an acknowledgement of federal assistance using one of the following
or a similar statement.
If the HHS Grant or Cooperative Agreement is NOT funded with other non-governmental sources:
This [project/publication/program/website, etc.] [is/was] supported by the Centers for
Disease Control and Prevention of the U.S. Department of Health and Human Services
(HHS) as part of a financial assistance award totaling $XX with 100 percent funded by
CDC/HHS. The contents are those of the author(s) and do not necessarily represent the
official views of, nor an endorsement, by CDC/HHS, or the U.S. Government.
If the HHS Grant or Cooperative Agreement IS partially funded with other non-governmental
sources:
This [project/publication/program/website, etc.] [is/was] supported by the Centers for
Disease Control and Prevention of the U.S. Department of Health and Human Services
(HHS) as part of a financial assistance award totaling $XX with XX percentage funded by
CDC/HHS and $XX amount and XX percentage funded by non- government source(s). The
contents are those of the author(s) and do not necessarily represent the official views of,
nor an endorsement, by CDC/HHS, or the U.S. Government.
The federal award total must reflect total costs (direct and indirect) for all authorized funds
(including supplements and carryover)for the total competitive segment up to the time of the
public statement.
Any amendments by the recipient to the acknowledgement statement must be coordinated with
the HHS Awarding Agency.
If the recipient plans to issue a press release concerning the outcome of activities supported by
HHS financial assistance, it should notify the HHS Awarding Agency in advance to allow for
coordination.
Copyright Interests Provision: This provision is intended to ensure that the public has access to
the results and accomplishments of public health activities funded by CDC. Pursuant to applicable
grant regulations and CDC's Public Access Policy, Recipient agrees to submit into the National
Institutes of Health (NIH) Manuscript Submission (NIHMS) system an electronic version of the final,
peer-reviewed manuscript of any such work developed under this award upon acceptance for
publication, to be made publicly available no later than 12 months after the official date of
publication. Also, at the time of submission, Recipient and/or the Recipient's submitting author
must specify the date the final manuscript will be publicly accessible through PubMed Central
(PMC). Recipient and/or Recipient's submitting author must also post the manuscript through PMC
within twelve (12) months of the publisher's official date of final publication; however, the author is
strongly encouraged to make the subject manuscript available as soon as possible. The recipient
must obtain prior approval from the CDC for any exception to this provision.
The author's final, peer-reviewed manuscript is defined as the final version accepted for journal
publication and includes all modifications from the publishing peer review process, and all graphics
and supplemental material associated with the article. Recipient and its submitting authors working
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Exhibit C
under this award are responsible for ensuring that any publishing or copyright agreements
concerning submitted article reserve adequate right to fully comply with this provision and the
license reserved by CDC. The manuscript will be hosted in both PMC and the CDC Stacks
institutional repository system. In progress reports for this award, recipient must identify publications
subject to the CDC Public Access Policy by using the applicable NIHMS identification number for up
to three (3) months after the publication date and the PubMed Central identification number
(PMCID) thereafter.
Disclaimer for Conference/Meeting/Seminar Materials: If a conference/meeting/seminar is
funded by a grant, cooperative agreement, sub-grant and/or a contract, the recipient must include
the following statement on conference materials, including promotional materials, agenda, and
internet sites:
Funding for this conference was made possible (in part) by the Centers for Disease
Control and Prevention. The views expressed in written conference materials or
publications and by speakers and moderators do not necessarily reflect the official
policies of the Department of Health and Human Services, nor does the mention of trade
names, commercial practices, or organizations imply endorsement by the U.S.
Government.
Logo Use for Conference and Other Materials: Neither the Department of Health and Human
Services (HHS) nor the CDC logo may be displayed if such display would cause confusion as to the
funding source or give false appearance of Government endorsement. Use of the HHS name or
logo is governed by U.S.C. Part 1320b-10, which prohibits misuse of the HHS name and emblem in
written communication. A non-federal entity is not authorized to use the HHS name or logo
governed by U.S.C. Part 1320b-10. The appropriate use of the HHS logo is subject to review and
approval of the HHS Office of the Assistant Secretary for Public Affairs (OASPA). Moreover, the
HHS Office of the Inspector General has authority to impose civil monetary penalties for violations
(42 CFR Part 1003).
Additionally, the CDC logo cannot be used by the recipient without the express, written consent of
CDC. The Program Official/Project Officer identified in the NOA can assist with facilitating such a
request. It is the responsibility of the recipient to request consent for use of the logo in sufficient
detail to ensure a complete depiction and disclosure of all uses of the Government logos. In all
cases for utilization of Government logos, the recipient must ensure written consent is received.
Further, the HHS and CDC logo cannot be used by the recipient without a license agreement
setting forth the terms and conditions of use.
Equipment and Products: To the greatest extent practical, all equipment and products purchased
with CDC funds should be American-made. CDC defines equipment as tangible non- expendable
personal property (including exempt property) charged directly to an award having a useful life of
more than one year AND an acquisition cost of$5,000 or more per unit. However, consistent with
recipient policy, a lower threshold may be established. Please provide the information to the
Grants Management Officer to establish a lower equipment threshold to reflect your organization's
policy.
The recipient may use its own property management standards and procedures, provided it
CDC General Terms and Conditions for Non-research Awards,Revised:September 2022
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Exhibit C
observes provisions in applicable grant regulations found at 45 CFR Part 75.
Federal Information Security Management Act (FISMA): All information systems, electronic or
hard copy, that contain federal data must be protected from unauthorized access. This standard
also applies to information associated with CDC grants. Congress and the OMB have instituted
laws, policies and directives that govern the creation and implementation of federal information
security practices that pertain specifically to grants and contracts. The current regulations are
pursuant to the Federal Information Security Management Act (FISMA), Title III of the E-
Government Act of 2002, PL 107-347.
FISMA applies to CDC recipients only when recipients collect, store, process, transmit or use
information on behalf of HHS or any of its component organizations. In all other cases, FISMA is
not applicable to recipients of grants, including cooperative agreements. Under FISMA, the
recipient retains the original data and intellectual property, and is responsible for the security of
these data, subject to all applicable laws protecting security, privacy, and research. If/When
information collected by a recipient is provided to HHS, responsibility for the protection of the HHS
copy of the information is transferred to HHS and it becomes the agency's responsibility to protect
that information and any derivative copies as required by FISMA. For the full text of the
requirements under Federal Information Security Management Act (FISMA), Title III of the E-
Government Act of 2002 Pub. L. No. 107-347, please review the following website:
https://www.govinfo.gov/content/pkq/PLAW-107pub1347/pdf/PLAW-107pu bl347.pdf.
Whistleblower Protections: As a recipient of this award you must comply with the National Defense
Authorization Act (NDAA)for Fiscal Year (FY) 2013 (Pub. L. 112-239, 41 U.S.C. § 4712)
"Enhancement of contractor protection from reprisal for disclosure of certain information," and 48 CFR
part 3 subpart 3.9, "Whistleblower Protections for Contractor Employees." For more information see:
https://oig.hhs.gov/fraud/whistleblower/.
PAYMENT INFORMATION
Fraud Waste or Abuse: The HHS Office of the Inspector General (OIG) maintains a toll-free
number (1-800-HHS-TIPS [1-800-447-8477]) for receiving information concerning fraud, waste, or
abuse under grants and cooperative agreements. Information also may be submitted online at
https://tips.oi-g.hhs.gov/or by mail to U.S. Department of Health and Human Services, Office of the
Inspector General, Attn: OIG HOTLINE OPERATIONS, P.O. Box 23489 Washington DC 20026.
Such reports are treated as sensitive material and submitters may decline to give their names if
they choose to remain anonymous. For additional information, see: https://oig.hhs.gov/fraud/report-
fraud/.
Automatic Drawdown (Direct/Advance Payments): Payments under CDC awards will be made
available through the Department of Health and Human Services (HHS) Payment Management
System (PMS), under automatic drawdown, unless specified otherwise in the NOA. Recipients must
comply with requirements imposed by the PMS on-line system. Questions concerning award
payments or audit inquiries should be directed to the payment management services office.
PMS Website: https://pms.psc.gov/ PMS
Phone Support: +1(877)614-5533
PMS Email Support: PMSSupport(a),psc.gov
CDC General Terms and Conditions for Non-research Awards,Revised:September 2022
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Exhibit C
Payment Management System Subaccount: Funds awarded in support of approved activities
will be obligated in an established subaccount in the PMS. Funds must be used in support of
approved activities in the NOFO and the approved application. All award funds must be tracked
and reported separately.
Exchange Rate: All requests for funds contained in the budget, shall be stated in U.S. dollars.
Once an award is made, CDC will generally not compensate foreign recipients for currency
exchange fluctuations through the issuance of supplemental awards.
Acceptance of the Terms of an Award: By drawing or otherwise obtaining funds from PMS, the
recipient acknowledges acceptance of the terms and conditions of the award and is obligated to
perform in accordance with the requirements of the award. If the recipient cannot accept the terms,
the recipient should notify the Grants Management Officer within thirty (30) days of receipt of the
N OA.
Certification Statement: By drawing down funds, the recipient certifies that proper financial
management controls and accounting systems, to include personnel policies and procedures,
have been established to adequately administer federal awards and funds drawn down.
Recipients must comply with all terms and conditions in the NOFO, outlined in their NOA,
grant policy terms and conditions contained in applicable HHS Grant Policy Statements, and
requirements imposed by program statutes and regulations and HHS grants administration
regulations, as applicable; as well as any regulations or limitations in any applicable
appropriations acts.
CLOSEOUT REQUIREMENTS
Recipients must submit all closeout reports identified in this section within 90 days of the period of
performance end date. The reporting timeframe is the full period of performance. If the recipient does
not submit all reports in accordance with this section and the terms and conditions of the Federal
Award, CDC may proceed to close out with the information available within one year of the period of
performance end date unless otherwise directed by authorizing statutes. Failure to submit timely and
accurate final reports may affect future funding to the organization or awards under the direction of
the same Project Director/Principal Investigator(PD/Pl).
Final Performance Progress and Evaluation Report (PPER): This report should include the
information specified in the NOFO and is submitted upon solicitation from the GMS/GMO via
www.grantsolutions.gov. At a minimum, the report will include the following:
• Statement of progress made toward the achievement of originally stated aims;
• Description of results (positive or negative) considered significant;and
• List of publications resulting from the project, with plans, if any, for further publication.
All manuscripts published as a result of the work supported in part or whole by the grant must be
submitted with the performance progress reports.
Final Federal Financial Report (FFR, SF-425): The FFR should only include those funds
authorized and expended during the timeframe covered by the report. The Final FFR, SF-425 is
required and must be submitted no later than 90 days after the period of performance end date
through recipient online accounts in the Payment Management System. The final FFR will
CDC General Terms and Conditions for Non-research Awards, Revised:September 2022
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Exhibit C
consolidate data reporting responsibilities to one entry point within PMS which will assist with the
reconciliation of expenditures and disbursements to support the timely close-out of grants.
The final FFR must indicate the exact balance of unobligated funds and may not reflect any
unliquidated obligations. Remaining unobligated funds will be de-obligated and returned
to the U.S. Treasury.
Every recipient should already have a PMS account to allow access to complete the SF-425.
Additional guidance on submission of Federal Financial Reports can be found at
https://www.cdc.gov/grants/documents/change-in-federal-reporting-fy-2021-recipients.pdf.
Equipment and Supplies -Tangible Personal Property Report (SF-428): A completed Tangible
Personal Property Report SF-428 and Final Report SF-428B addendum must be submitted, along
with any Supplemental Sheet SF-428S detailing all major equipment acquired or furnished under
this project with a unit acquisition cost of$5,000 or more. Electronic versions of the forms can be
downloaded by visiting: https://www.grants.gov/web/qrants/forms/post-award- reportinq-
forms.html#sortby=1.
If no equipment was acquired under an award, a negative report is required. The recipient must
identify each item of equipment that it wishes to retain for continued use in accordance with 45
CFR Part 75. The awarding agency may exercise its rights to require the transfer of equipment
purchased under the assistance award. CDC will notify the recipient if transfer to title will be
required and provide disposition instruction on all major equipment.
Equipment with a unit acquisition cost of less than $5,000 that is no longer to be used in projects or
programs currently or previously sponsored by the federal government may be retained, sold, or
otherwise disposed of, with no further obligation to the federal government.
CDC STAFF RESPONSIBILITIES
Roles and Responsibilities: Grants Management Specialists/Officers (GMO/GMS) and
Program Officials (PO) work together to award and manage CDC grants and cooperative
agreements. From the pre-planning stage to closeout of an award, grants management and
program staff have specific roles and responsibilities for each phase of the grant cycle. Award
specific terms and conditions will include contact information for the PO/GMO/GMS.
Program Official: The PO is the federal official responsible for monitoring the programmatic,
scientific, and/or technical aspects of grants and cooperative agreements including:
• The development of programs and NOFOs to meet the CDC's mission;
• Providing technical assistance to applicants in developing their applications, e.g.,
explanation of programmatic requirements, regulations, evaluation criteria, and guidance
to applicants on possible linkages with other resources;
• Providing technical assistance to recipients in the performance of their project;and
• Post-award monitoring of recipient performance such as review of progress reports,
review of prior approval requests, conducting site visits, and other activities
complementary to those of the GMO/GMS.
For Cooperative Agreements, substantial involvement is required from CDC. The PO is the federal
CDC General Terms and Conditions for Non-research Awards, Revised:September 2022
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Exhibit C
official responsible for the collaboration or participation in carrying out the effort under the award.
Substantial involvement will be detailed in the NOFO and award specific terms and conditions and
may include, but is not limited to:
• Review and approval of one stage of work before work can begin on a subsequent stage;
• Review and approval of substantive programmatic provisions of proposed subawards
or contracts(beyond existing federal review of procurement or sole source policies);
• Involvement in the selection of key relevant personnel;
• CDC and recipient collaboration or joint participation; and
• Implementing highly prescriptive requirements prior to award limiting recipient discretion
with respect to scope of services, organizational structure, staffing, mode of operation,
and other management processes.
Grants Management Officer: The GMO is the only official authorized to obligate federal funds
and is responsible for signing the NOA, including revisions to the NOA that change the terms and
conditions. The GMO serves as the counterpart to the business officer of the recipient
organization. The GMO is the federal official responsible for the business and other non-
programmatic aspects of grant awards including:
• Determining the appropriate award instrument, i.e., grant or cooperative agreement;
• Determining if an application meets the requirements of the NOFO;
• Ensuring objective reviews are conducted in an above-the-board manner and according to
guidelines set forth in grants policy;
• Ensuring recipient compliance with applicable laws, regulations, and policies;
• Negotiating awards, including budgets;
• Responding to recipient inquiries regarding the business and administrative aspects of an
award;
• Providing recipients with guidance on the closeout process and administering the closeout
of grants;
• Receiving and processing reports and prior approval requests such as changes in funding,
budget redirection, or changes to the terms and conditions of an award; and
• Maintaining the official grant file and program book.
Grants Management Specialist: The GMS is the federal staff member responsible for the day-
to-day management of grants and cooperative agreements. The GMS is the primary contact of
recipients for business and administrative matters pertinent to grant awards. Many of the
functions described in the GMO section are performed by the GMS, on behalf of the GMO.
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Exhibit D
Insurance Requirements
1. Required Policies
Without limiting the County's right to obtain indemnification from the Contractor or any third
parties, Contractor, at its sole expense, shall maintain in full force and effect the following
insurance policies throughout the term of this Agreement.
(A) Commercial General Liability. Commercial general liability insurance with limits of not
less than Two Million Dollars ($2,000,000) per occurrence and an annual aggregate of
Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis.
Coverage must include products, completed operations, property damage, bodily injury,
personal injury, and advertising injury. The Contractor shall obtain an endorsement to
this policy naming the County of Fresno, its officers, agents, employees, and volunteers,
individually and collectively, as additional insureds, but only insofar as the operations
under this Agreement are concerned. Such coverage for additional insureds will apply as
primary insurance and any other insurance, or self-insurance, maintained by the County
is excess only and not contributing with insurance provided under the Contractor's
policy.
(B) Automobile Liability. Automobile liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for property damages.
Coverage must include any auto used in connection with this Agreement.
(C)Workers Compensation. Workers compensation insurance as required by the laws of
the State of California with statutory limits.
(D) Employer's Liability. Employer's liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for disease.
2. Additional Requirements
(A) Verification of Coverage. Within 30 days after the Contractor signs this Agreement,
and at any time during the term of this Agreement as requested by the County's Risk
Manager or the County Administrative Office, the Contractor shall deliver, or cause its
broker or producer to deliver, to the County Risk Manager, at 2220 Tulare Street, 16th
Floor, Fresno, California 93721, or HRRiskManagement@fresnocountyca.gov, and by
mail or email to the person identified to receive notices under this Agreement,
certificates of insurance and endorsements for all of the coverages required under this
Agreement.
(i) Each insurance certificate must state that: (1) the insurance coverage has been
obtained and is in full force; (2) the County, its officers, agents, employees, and
volunteers are not responsible for any premiums on the policy; and (3) the
Contractor has waived its right to recover from the County, its officers, agents,
employees, and volunteers any amounts paid under any insurance policy
required by this Agreement and that waiver does not invalidate the insurance
policy.
D-1
Exhibit D
(ii) The commercial general liability insurance certificate must also state, and include
an endorsement, that the County of Fresno, its officers, agents, employees, and
volunteers, individually and collectively, are additional insureds insofar as the
operations under this Agreement are concerned. The commercial general liability
insurance certificate must also state that the coverage shall apply as primary
insurance and any other insurance, or self-insurance, maintained by the County
shall be excess only and not contributing with insurance provided under the
Contractor's policy.
(iii) The automobile liability insurance certificate must state that the policy covers any
auto used in connection with this Agreement.
(B) Acceptability of Insurers. All insurance policies required under this Agreement must be
issued by admitted insurers licensed to do business in the State of California and
possessing at all times during the term of this Agreement an A.M. Best, Inc. rating of no
less than A: VI I.
(C) Notice of Cancellation or Change. For each insurance policy required under this
Agreement, the Contractor shall provide to the County, or ensure that the policy requires
the insurer to provide to the County, written notice of any cancellation or change in the
policy as required in this paragraph. For cancellation of the policy for nonpayment of
premium, the Contractor shall, or shall cause the insurer to, provide written notice to the
County not less than 10 days in advance of cancellation. For cancellation of the policy
for any other reason, and for any other change to the policy, the Contractor shall, or shall
cause the insurer to, provide written notice to the County not less than 30 days in
advance of cancellation or change. The County in its sole discretion may determine that
the failure of the Contractor or its insurer to timely provide a written notice required by
this paragraph is a breach of this Agreement.
(D) County's Entitlement to Greater Coverage. If the Contractor has or obtains insurance
with broader coverage, higher limits, or both, than what is required under this
Agreement, then the County requires and is entitled to the broader coverage, higher
limits, or both. To that end, the Contractor shall deliver, or cause its broker or producer
to deliver, to the County's Risk Manager certificates of insurance and endorsements for
all of the coverages that have such broader coverage, higher limits, or both, as required
under this Agreement.
(E) Waiver of Subrogation. The Contractor waives any right to recover from the County, its
officers, agents, employees, and volunteers any amounts paid under the policy of
worker's compensation insurance required by this Agreement. The Contractor is solely
responsible to obtain any policy endorsement that may be necessary to accomplish that
waiver, but the Contractor's waiver of subrogation under this paragraph is effective
whether or not the Contractor obtains such an endorsement.
(F) County's Remedy for Contractor's Failure to Maintain. If the Contractor fails to keep
in effect at all times any insurance coverage required under this Agreement, the County
may, in addition to any other remedies it may have, suspend or terminate this
Agreement upon the occurrence of that failure, or purchase such insurance coverage,
and charge the cost of that coverage to the Contractor. The County may offset such
D-2
Exhibit D
charges against any amounts owed by the County to the Contractor under this
Agreement.
Subcontractors. The Contractor shall require and verify that all subcontractors used by the
Contractor to provide services under this Agreement maintain insurance meeting all insurance
requirements provided in this Agreement. This paragraph does not authorize the Contractor to
provide services under this Agreement using subcontractors.
D-3
EXHIBIT E
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).
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EXHIBIT E
(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:
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