HomeMy WebLinkAboutAgreement A-23-430 with BWPC.pdf Agreement No. 23-430
1 SERVICE AGREEMENT
2 This Service Agreement ("Agreement") is dated 22 August, 2023 and is between
3 Black Wellness and Prosperity Center, a California 501 C3 Non-Profit corporation ("Contractor"),
4 and the County of Fresno, a political subdivision of the State of California ("County").
5 Recitals
6 A. The County, through its Department of Public Health (Department), is in need of a
7 contractor to provide community health support and promote health intervention activities for
8 implementation of Fresno County's Initiative to Address COVID-19 Related Health Disparities.
9 B. The Contractor is qualified and willing to provide services as identified in Exhibit A to this
10 Agreement, titled "Scope of Services."
11 C. The County and Contractor are in mutual agreement to the conditions and covenants
12 outlined in this Agreement.
13 The parties therefore agree as follows:
14 Article 1
15 Contractor's Services
16 1.1 Scope of Services. The Contractor shall perform all of the services provided in
17 Exhibit A to this Agreement, titled "Scope of Services." In the event of any inconsistency among
18 these documents, the inconsistency shall be resolved by giving precedence in the following
19 order: 1) to this Agreement, including all exhibits and all amendments thereto and, 2) to the
20 Revised RFP No. 22-060.
21 1.2 Representation. The Contractor represents that it is qualified, ready, willing, and
22 able to perform all of the services provided in this Agreement.
23 1.3 Compliance with Laws. The Contractor shall, at its own cost, comply with all
24 applicable federal, state, and local laws and regulations in the performance of its obligations
25 under this Agreement, including but not limited to workers compensation, labor, and
26 confidentiality laws and regulations.
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1 Article 2
2 County's Responsibilities
3 2.1 The County shall provide guidance and assistance to the Contractor with activities,
4 strategies, and outcomes as set forth in Exhibit A; and
5 2.2 The County shall provide training and user access to a data sharing platform,
6 determined by the County, for data collection, referrals, reporting, and other program
7 deliverables.
8 Article 3
9 Compensation, Invoices, and Payments
10 3.1 The County agrees to pay, and the Contractor agrees to receive, compensation for
11 the performance of its services under this Agreement as described in Exhibit B to this
12 Agreement, titled "Compensation."
13 3.2 Maximum Compensation. The maximum compensation payable to the Contractor
14 under this Agreement is One Million One Hundred and Fifty-Six Thousand One Hundred and
15 Eight Dollars and 80/100 ($1,156,108.80), commencing as of the effective date, for the entire
16 term of the agreement including any extensions set forth by section 4.2 of this Agreement. The
17 Contractor acknowledges that the County is a local government entity, and does so with notice
18 that the County's powers are limited by the California Constitution and by State law, and with
19 notice that the Contractor may receive compensation under this Agreement only for services
20 performed according to the terms of this Agreement and while this Agreement is in effect, and
21 subject to the maximum amount payable under this section. The Contractor further
22 acknowledges that County employees have no authority to pay the Contractor except as
23 expressly provided in this Agreement.
24 3.3 Invoices. The Contractor shall submit monthly invoices to the County of Fresno,
25 Department of Public Health, HPW-Health Disparities Program, Attention: HPW-Health
26 Disparities Program Staff Analyst at DPHBOAP@fresnocountyca.gov or addressed to the
27 County of Fresno, Department of Public Health, HPW-Health Disparities Program, P.O. Box
28 11867, Fresno, CA 93775, Attention: HPW-Health Disparities Program Staff Analyst. The
2
1 Contractor shall submit each invoice by the 30' day of each month in which the Contractor
2 performs services for the prior month's expenditures and in any case within 60 days after the
3 end of the term or termination of this Agreement. Invoices shall detail line items as specified in
4 Exhibit B, including original budget amount(s), current month's expenses, year to date
5 expenses, and budget balances. In addition, invoices shall also include relevant supporting
6 documentation including but not limited to general ledgers, copies of original statements,
7 program expense records, payroll records, and mileage claims.
8 3.4 Payment. The County shall pay each correctly completed and timely submitted
9 invoice within 45 days after receipt. The County shall remit any payment to the Contractor's
10 address specified in the invoice.
11 3.5 Incidental Expenses. The Contractor is solely responsible for all of its costs and
12 expenses that are not specified as payable by the County under this Agreement.
13 Article 4
14 Term of Agreement
15 4.1 Term. This Agreement is effective on August 22, 2023, and terminates on December
16 31, 2024, except as provided in section 4.2, "Extension," or Article 6, "Termination and
17 Suspension," below.
18 4.2 Extension. The term of this Agreement may be extended for no more than two, one-
19 year periods only upon written approval of both parties no later than the last day of the current
20 term. The Director or his or her designee is authorized to sign the written approval on behalf of
21 the County based on the Contractor's satisfactory performance and availability of funds. The
22 extension of this Agreement by the County is not a waiver or compromise of any default or
23 breach of this Agreement by the Contractor existing at the time of the extension whether or not
24 known to the County.
25 Article 5
26 Notices
27 5.1 Contact Information. The persons and their addresses having authority to give and
28 receive notices provided for or permitted under this Agreement include the following:
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For the County:
2 Director, Department of Public Health
County of Fresno
3 PO Box 11867
Fresno, CA 93775
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For the Contractor:
5 Shantay R. Davies-Balch, President & CEO
Black Wellness & Prosperity Center
6 2201 Calaveras Street
Fresno, CA 93721
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8 5.2 Change of Contact Information. Either party may change the information in section
9 5.1 by giving notice as provided in section 5.3.
10 5.3 Method of Delivery. Each notice between the County and the Contractor provided
11 for or permitted under this Agreement must be in writing, state that it is a notice provided under
12 this Agreement, and be delivered either by personal service, by first-class United States mail, or
13 by an overnight commercial courier service.
14 (A) A notice delivered by personal service is effective upon service to the recipient.
15 (B) A notice delivered by first-class United States mail is effective three County
16 business days after deposit in the United States mail, postage prepaid, addressed to the
17 recipient.
18 (C)A notice delivered by an overnight commercial courier service is effective one
19 County business day after deposit with the overnight commercial courier service,
20 delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
21 the recipient.
22 5.4 Claims Presentation. For all claims arising from or related to this Agreement,
23 nothing in this Agreement establishes, waives, or modifies any claims presentation
24 requirements or procedures provided by law, including the Government Claims Act (Division 3.6
25 of Title 1 of the Government Code, beginning with section 810).
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1 Article 6
2 Termination and Suspension
3 6.1 Termination for Non-Allocation of Funds. The terms of this Agreement are
4 contingent on the approval of funds by the appropriating government agency. If sufficient funds
5 are not allocated, then the County, upon at least 30 days' advance written notice to the
6 Contractor, may:
7 (A) Modify the services provided by the Contractor under this Agreement; or
8 (B) Terminate this Agreement.
9 6.2 Termination for Breach.
10 (A) Upon determining that a breach (as defined in paragraph (C) below) has
11 occurred, the County may give written notice of the breach to the Contractor. The written
12 notice may suspend performance under this Agreement, and must provide at least 30
13 days for the Contractor to cure the breach.
14 (B) If the Contractor fails to cure the breach to the County's satisfaction within the
15 time stated in the written notice, the County may terminate this Agreement immediately.
16 (C) For purposes of this section, a breach occurs when, in the determination of the
17 County, the Contractor has:
18 (1) Obtained or used funds illegally or improperly;
19 (2) Failed to comply with any part of this Agreement;
20 (3) Submitted a substantially incorrect or incomplete report to the County; or
21 (4) Improperly performed any of its obligations under this Agreement.
22 6.3 Termination without Cause. In circumstances other than those set forth above, the
23 County may terminate this Agreement by giving at least 30 days advance written notice to the
24 Contractor.
25 6.4 No Penalty or Further Obligation. Any termination of this Agreement by the County
26 under this Article 6 is without penalty to or further obligation of the County.
27 6.5 County's Rights upon Termination. Upon termination for breach under this Article
28 6, the County may demand repayment by the Contractor of any monies disbursed to the
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1 Contractor under this Agreement that, in the County's sole judgment, were not expended in
2 compliance with this Agreement. The Contractor shall promptly refund all such monies upon
3 demand. This section survives the termination of this Agreement.
4 Article 7
5 Funding Source
6 7.1 Services Funding Source. Funding for these services is provided by the US
7 Department of Health and Human Services (HHS), Centers for Disease Control and Prevention
8 (CDC) —Activities to Support State, Tribal, Local and Territorial (STILT) Health Department
9 Response to Public Health or Healthcare Crises (Catalog of Federal Domestic Assistance
10 Number 93.319), Department of the Treasury, Coronavirus State and Local Fiscal Recovery
11 Funds (SLFRF) (Assistance Listing Number, formerly known as CFDA Number, 21.027), HHS,
12 CDC - Epidemiology and Laboratory Capacity for Infectious Diseases (ELC) (Catalog of Federal
13 Domestic Assistance Number 93.323).
14 /
15 /
16 /
17 Article 8
18 Federal Funding Terms and Conditions
19 8.1 Certification Regarding Debarment, Suspension, Ineligibility and Voluntary
20 Exclusion-Lower Tier Covered Transactions.
21 (A) County and Contractor recognize that Contractor is a recipient of Federal funds
22 under the terms of this Agreement. By signing this Agreement, Contractor agrees to
23 comply with applicable Federal suspension and debarment regulations, including but not
24 limited to: 7 CFR 3016.35, 29 CFR 97.35, 45 CFR 92.35, and Executive Order 12549.
25 By signing this Agreement, Contractor attests to the best of its knowledge and belief,
26 that it and its principals:
27 (1) Are not presently debarred, suspended, proposed for debarment, declared
28 ineligible, or voluntarily excluded by any Federal department or agency; and
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1 (2) Shall not knowingly enter into any covered transaction with an entity or
2 person who is proposed for debarment under Federal regulations, debarred,
3 suspended, declared ineligible, or voluntarily excluded from participation in
4 such transaction.
5 (B) Contractor shall provide immediate written notice to County if at during any time
6 during the term of this Agreement Contractor learns that the representations it makes
7 above were erroneous when made or have become erroneous by reason of changed
8 circumstances.
9 (C) Contractor shall include a clause titled, "Certification Regarding Debarment,
10 Suspension, Ineligibility, and Voluntary Exclusion — Lower Tier Covered Transactions"
11 and similar in nature to this paragraph in all lower tier covered transactions and it all
12 solicitations for lower tier covered transactions.
13 (D) Contractor shall, prior to soliciting or purchasing goods and services in excess of
14 $25,000 funded by this Agreement, review and retain the proposed vendor's suspension
15 and debarment status at https:Hsam.gov/SAM/.
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17 8.2 Property of County. Contractor agrees to take reasonable and prudent steps to
18 ensure the security of any and all said hardware and software provided to it by County under
19 this Agreement, to maintain replacement-value insurance coverages on said hardware and
20 software of like kind and quality approved by County.
21 All purchases over Five Thousand Dollars ($5,000) made during the life of this Agreement
22 that will outlive the life of this Agreement shall be identified as fixed assets with an assigned
23 Fresno County Department of Public Health (DPH) Accounting Inventory Number. These fixed
24 assets shall be retained by County, as County property, in the event this Agreement is
25 terminated or upon expiration of this Agreement. Contractor agrees to participate in an annual
26 inventory of all County fixed assets and shall be physically present when fixed assets are
27 returned to County possession at the termination or expiration of this Agreement. Contractor is
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1 responsible for returning to County all County owned fixed assets upon the expiration or
2 termination of this Agreement.
3 8.3 Prohibition on Publicity. None of the funds, materials, property or services
4 provided directly or indirectly under this Agreement shall be used for Contractor's advertising,
5 fundraising, or publicity (i.e., purchasing of tickets/tables, silent auction donations, etc.) for the
6 purpose of self-promotion. Notwithstanding the above, publicity of the services described in
7 Paragraph One (1) of this Agreement shall be allowed as necessary to raise public awareness
8 about the availability of such specific services when approved in advance by the County's DPH
9 Director or designee for such items as written/printed materials, the use of media (i.e., radio,
10 television, newspapers) and any other related expense(s).
11 8.4 Conflict of Interest. No officer, employee or agent of the County who exercises any
12 function or responsibility for planning and carrying out of the services provided under this
13 Agreement shall have any direct or indirect personal financial interest in this Agreement. In
14 addition, no employee of the County shall be employed by the Contractor under this Agreement
15 to fulfill any contractual obligations with the County. Contractor shall comply with all Federal,
16 State of California and local conflict of interest laws, statutes and regulations, which shall be
17 applicable to all parties and beneficiaries under this Agreement and any officer, employee or
18 agent of the County.
19 8.5 Change of Leadership/Management. In the event of any change in the status of
20 Contractor's leadership or management, Contractor shall provide written notice to County within
21 thirty (30) days from the date of change. Such notification shall include any new leader or
22 manager's name, address and qualifications. "Leadership or management" shall include any
23 employee, member, or owner of Contractor who either a) directs individuals providing services
24 pursuant to this Agreement, b) exercises control over the manner in which services are
25 provided, or c) has authority over Contractor's finances.
26 8.6 Lobbying Activity. None of the funds provided under this Agreement shall be used
27 for publicity, lobbying or propaganda purposes designed to support or defeat legislation pending
28 in the Congress of the United States of America or the Legislature of the State of California.
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1 8.7 State Energy Conservation. Contractor must comply with the mandatory standards
2 and policies relating to energy efficiency, which are contained in the State Energy Conservation
3 Plan issued in compliance with 42 United States (US) Code sections 6321, et. seq.
4 8.8 Clean Air and Water. In the event the funding under this Agreement exceeds One
5 Hundred Fifty Thousand and No/100 Dollars ($150,000), Contractor shall comply with all
6 applicable standards, orders or requirements issued under the Clean Air Act contained in 42
7 U.S. Code 7601 et seq; the Clean Water Act contained in U.S. Code 1368 et seq.; and any
8 standards, laws and regulations, promulgated thereunder. Under these laws and regulations,
9 CONTRACTOR shall assure:
10 (A) No facility shall be utilized in the performance of the Agreement that has been
11 listed on the Environmental Protection Agency (EPA) list of Violating Facilities;
12 (B) County shall be notified prior to execution of this Agreement of the receipt of any
13 communication from the Director, Office of Federal Activities, U.S. EPA indicating that a
14 facility to be utilized in the performance of this Agreement is under consideration to be
15 listed on the EPA list of Violating Facilities;
16 (C) County and U.S. EPA shall be notified about any known violation of the above
17 laws and regulations; and,
18 (D)This assurance shall be included in every nonexempt subgrant, contract, or
19 subcontract.
20 8.9 Audits and Inspections. The Contractor shall at any time during business hours,
21 and as often as the County may deem necessary, make available to the County for examination
22 all of its records and data with respect to the matters covered by this Agreement. The
23 Contractor shall, upon request by the County, permit the County to audit and inspect all of such
24 records and data necessary to ensure Contractor's compliance with the terms of this
25 Agreement.
26 If this Agreement exceeds ten thousand dollars ($10,000.00), Contractor shall be subject to
27 the examination and audit of the California State Auditor for a period of three (3) years after final
28 payment under contract (Government Code Section 8546.7).
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1 In addition, Contractor shall cooperate and participate with County's fiscal review process
2 and comply with all final determinations rendered by the County's fiscal review process. If
3 County reaches an adverse decision regarding Contractor's services to consumers, it may result
4 in the disallowance of payment for services rendered; or in additional controls to the delivery of
5 services, or in the termination of this Agreement, at the discretion of County's DPH Director or
6 designee. If as a result of County's fiscal review process a disallowance is discovered due to
7 Contractor's deficiency, Contractor shall be financially liable for the amount previously paid by
8 County to Contractor and this disallowance will be adjusted from Contractor's future payments,
9 at the discretion of County's DPH Director or designee. In addition, County shall have the sole
10 discretion in the determination of fiscal review outcomes, decisions and actions.
11 8.10 Single Audit Clause.
12 (A) If Contractor expends Seven Hundred Fifty Thousand Dollars ($750,000) or more
13 Federal and Federal flow-through monies, Contractor agrees to conduct an annual audit
14 in accordance with the requirements of the Single Audit Standards as set forth in Office
15 of Management and Budget (OMB) Title 2 of the Code of Federal Regulations, Chapter
16 II, Part 200. Contractor shall submit said audit and management letter to County. The
17 audit must include a statement of findings or a statement that there were no findings. If
18 there were negative findings, Contractor must include a corrective action plan signed by
19 an authorized individual. Contractor agrees to take action to correct any material non-
20 compliance or weakness found as a result of such audit. Such audit shall be delivered
21 to County's DPH Administration for review within nine (9) months of the end of any fiscal
22 year in which funds were expended and/or received for the program. Failure to perform
23 the requisite audit functions as required by this Agreement may result in County
24 performing the necessary audit tasks, or at the County's option, contracting with a public
25 accountant to perform said audit, or, may result in the inability of County to enter into
26 future agreements with the Contractor.
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1 (B) A single audit report is not applicable if all Contractor's Federal contracts do not
2 exceed the Seven Hundred Fifty Thousand Dollars ($750,000) requirement or
3 Contractor's federal funding is through Drug Medi-Cal.
4 8.11 Compliance with Federal Requirements. The Contractor recognizes that County
5 operates its Health Disparities Program with the use of Federal funds, and that the use of these
6 funds imposes certain requirements on the County and its subcontractors. The Contractor shall
7 adhere to all Federal requirements, including those identified in Exhibit C, Exhibit D, and Exhibit
8 E, attached hereto and by this reference incorporated herein.
9 Article 9
10 Confidentiality
11 9.1 Confidentiality. All services performed by the Contractor under this Agreement
12 shall be in strict conformance with all applicable Federal, State of California and/or local laws
13 and regulations relating to confidentiality. In addition, Contractor agrees to abide by the terms
14 and conditions of the Business Associate Agreement attached hereto as Exhibit F.
15 Article 10
16 Independent Contractor
17 10.1 Status. In performing under this Agreement, the Contractor, including its officers,
18 agents, employees, and volunteers, is at all times acting and performing as an independent
19 contractor, in an independent capacity, and not as an officer, agent, servant, employee, joint
20 venturer, partner, or associate of the County.
21 10.2 Verifying Performance. The County has no right to control, supervise, or direct the
22 manner or method of the Contractor's performance under this Agreement, but the County may
23 verify that the Contractor is performing according to the terms of this Agreement.
24 10.3 Benefits. Because of its status as an independent contractor, the Contractor has no
25 right to employment rights or benefits available to County employees. The Contractor is solely
26 responsible for providing to its own employees all employee benefits required by law. The
27 Contractor shall save the County harmless from all matters relating to the payment of
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1 Contractor's employees, including compliance with Social Security withholding and all related
2 regulations.
3 10.4 Services to Others. The parties acknowledge that, during the term of this
4 Agreement, the Contractor may provide services to others unrelated to the County.
5 Article 11
6 Indemnity and Defense
7 11.1 Indemnity. The Contractor shall indemnify and hold harmless and defend the
8 County (including its officers, agents, employees, and volunteers) against all claims, demands,
9 injuries, damages, costs, expenses (including attorney fees and costs), fines, penalties, and
10 liabilities of any kind to the County, the Contractor, or any third party that arise from or relate to
11 the performance or failure to perform by the Contractor (or any of its officers, agents,
12 subcontractors, or employees) under this Agreement. The County may conduct or participate in
13 its own defense without affecting the Contractor's obligation to indemnify and hold harmless or
14 defend the County.
15 11.2 Survival. This Article 11 survives the termination of this Agreement.
16 Article 12
17 Insurance
18 12.1 The Contractor shall comply with all the insurance requirements in Exhibit G to this
19 Agreement.
20 Article 13
21 Inspections, Audits, and Public Records
22 13.1 Inspection of Documents. The Contractor shall make available to the County, and
23 the County may examine at any time during business hours and as often as the County deems
24 necessary, all of the Contractor's records and data with respect to the matters covered by this
25 Agreement, excluding attorney-client privileged communications. The Contractor shall, upon
26 request by the County, permit the County to audit and inspect all of such records and data to
27 ensure the Contractor's compliance with the terms of this Agreement.
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1 13.2 State Audit Requirements. If the compensation to be paid by the County under this
2 Agreement exceeds $10,000, the Contractor is subject to the examination and audit of the
3 California State Auditor, as provided in Government Code section 8546.7, for a period of three
4 years after final payment under this Agreement. This section survives the termination of this
5 Agreement. Additional Federal audit requirements may apply if any portion of the compensation
6 to be paid by the County under this Agreement is also provided by Federal funding.
7 13.3 Public Records. The County is not limited in any manner with respect to its public
8 disclosure of this Agreement or any record or data that the Contractor may provide to the
9 County. The County's public disclosure of this Agreement or any record or data that the
10 Contractor may provide to the County may include but is not limited to the following:
11 (A) The County may voluntarily, or upon request by any member of the public or
12 governmental agency, disclose this Agreement to the public or such governmental
13 agency.
14 (B) The County may voluntarily, or upon request by any member of the public or
15 governmental agency, disclose to the public or such governmental agency any record or
16 data that the Contractor may provide to the County, unless such disclosure is prohibited
17 by court order.
18 (C)This Agreement, and any record or data that the Contractor may provide to the
19 County, is subject to public disclosure under the Ralph M. Brown Act (California
20 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
21 (D)This Agreement, and any record or data that the Contractor may provide to the
22 County, is subject to public disclosure as a public record under the California Public
23 Records Act (California Government Code, Title 1, Division 7, Chapter 3.5, beginning
24 with section 6250) ("CPRA").
25 (E) This Agreement, and any record or data that the Contractor may provide to the
26 County, is subject to public disclosure as information concerning the conduct of the
27 people's business of the State of California under California Constitution, Article 1,
28 section 3, subdivision (b).
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1 (F) Any marking of confidentiality or restricted access upon or otherwise made with
2 respect to any record or data that the Contractor may provide to the County shall be
3 disregarded and have no effect on the County's right or duty to disclose to the public or
4 governmental agency any such record or data.
5 13.4 Public Records Act Requests. If the County receives a written or oral request
6 under the CPRA to publicly disclose any record that is in the Contractor's possession or control,
7 and which the County has a right, under any provision of this Agreement or applicable law, to
8 possess or control, then the County may demand, in writing, that the Contractor deliver to the
9 County, for purposes of public disclosure, the requested records that may be in the possession
10 or control of the Contractor. Within five business days after the County's demand, the
11 Contractor shall (a) deliver to the County all of the requested records that are in the Contractor's
12 possession or control, together with a written statement that the Contractor, after conducting a
13 diligent search, has produced all requested records that are in the Contractor's possession or
14 control, or (b) provide to the County a written statement that the Contractor, after conducting a
15 diligent search, does not possess or control any of the requested records. The Contractor shall
16 cooperate with the County with respect to any County demand for such records. If the
17 Contractor wishes to assert that any specific record or data is exempt from disclosure under the
18 CPRA or other applicable law, it must deliver the record or data to the County and assert the
19 exemption by citation to specific legal authority within the written statement that it provides to
20 the County under this section. The Contractor's assertion of any exemption from disclosure is
21 not binding on the County, but the County will give at least 10 days' advance written notice to
22 the Contractor before disclosing any record subject to the Contractor's assertion of exemption
23 from disclosure. The Contractor shall indemnify the County for any court-ordered award of costs
24 or attorney's fees under the CPRA that results from the Contractor's delay, claim of exemption,
25 failure to produce any such records, or failure to cooperate with the County with respect to any
26 County demand for any such records.
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1 Article 14
2 Disclosure of Self-Dealing Transactions
3 14.1 Applicability. This Article 14 applies if the Contractor is operating as a corporation,
4 or changes its status to operate as a corporation.
5 14.2 Duty to Disclose. If any member of the Contractor's board of directors is party to a
6 self-dealing transaction, he or she shall disclose the transaction by completing and signing a
7 "Self-Dealing Transaction Disclosure Form" (Exhibit H to this Agreement) and submitting it to
8 the County before commencing the transaction or immediately after.
9 14.3 Definition. "Self-dealing transaction" means a transaction to which the Contractor is
10 a party and in which one or more of its directors, as an individual, has a material financial
11 interest.
12 Article 15
13 General Terms
14 15.1 Modification. Except as provided in Article 6, "Termination and Suspension," this
15 Agreement may not be modified, and no waiver is effective, except by written agreement signed
16 by both parties. Notwithstanding the above, changes to object levels in the budget, attached
17 hereto as Exhibit B, that do not exceed ten percent (10%) of the maximum compensation
18 payable to the Contractor, may be made with the written approval of the County's Department of
19 Public Health Director, or designee. Said budget object level changes shall not result in any
20 change to the maximum compensation amount payable to Contractor, nor shall it reduce the
21 delivery of services originally provided for under this Agreement, as stated herein. The
22 Contractor acknowledges that County employees have no authority to modify this Agreement
23 except as expressly provided in this Agreement.
24 15.2 Non-Assignment. Neither party may assign its rights or delegate its obligations
25 under this Agreement without the prior written consent of the other party.
26 15.3 Governing Law. The laws of the State of California govern all matters arising from
27 or related to this Agreement.
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1 15.4 Jurisdiction and Venue. This Agreement is signed and performed in Fresno
2 County, California. Contractor consents to California jurisdiction for actions arising from or
3 related to this Agreement, and, subject to the Government Claims Act, all such actions must be
4 brought and maintained in Fresno County.
5 15.5 Construction. The final form of this Agreement is the result of the parties' combined
6 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be
7 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement
8 against either party.
9 15.6 Days. Unless otherwise specified, "days" means calendar days.
10 15.7 Headings. The headings and section titles in this Agreement are for convenience
11 only and are not part of this Agreement.
12 15.8 Severability. If anything in this Agreement is found by a court of competent
13 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
14 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of
15 this Agreement with lawful and enforceable terms intended to accomplish the parties' original
16 intent.
17 15.9 Nondiscrimination. During the performance of this Agreement, the Contractor shall
18 not unlawfully discriminate against any employee or applicant for employment, or recipient of
19 services, because of race, religious creed, color, national origin, ancestry, physical disability,
20 mental disability, medical condition, genetic information, marital status, sex, gender, gender
21 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
22 all applicable State of California and federal statutes and regulation.
23 15.10 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation
24 of the Contractor under this Agreement on any one or more occasions is not a waiver of
25 performance of any continuing or other obligation of the Contractor and does not prohibit
26 enforcement by the County of any obligation on any other occasion.
27 15.11 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
28 between the Contractor and the County with respect to the subject matter of this Agreement,
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1 and it supersedes all previous negotiations, proposals, commitments, writings, advertisements,
2 publications, and understandings of any nature unless those things are expressly included in
3 this Agreement. If there is any inconsistency between the terms of this Agreement without its
4 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving
5 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the
6 exhibits.
7 15.12 No Third-Party Beneficiaries. This Agreement does not and is not intended to
8 create any rights or obligations for any person or entity except for the parties.
9 15.13 Authorized Signature. The Contractor represents and warrants to the County that:
10 (A) The Contractor is duly authorized and empowered to sign and perform its
11 obligations under this Agreement.
12 (B) The individual signing this Agreement on behalf of the Contractor is duly
13 authorized to do so and his or her signature on this Agreement legally binds the
14 Contractor to the terms of this Agreement.
15 15.14 Electronic Signatures. The parties agree that this Agreement may be executed by
16 electronic signature as provided in this section.
17 (A) An "electronic signature" means any symbol or process intended by an individual
18 signing this Agreement to represent their signature, including but not limited to (1) a
19 digital signature; (2) a faxed version of an original handwritten signature; or (3) an
20 electronically scanned and transmitted (for example by PDF document) version of an
21 original handwritten signature.
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23 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
24 equivalent to a valid original handwritten signature of the person signing this Agreement
25 for all purposes, including but not limited to evidentiary proof in any administrative or
26 judicial proceeding, and (2) has the same force and effect as the valid original
27 handwritten signature of that person.
28
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1 (C)The provisions of this section satisfy the requirements of Civil Code section
2 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3,
3 Part 2, Title 2.5, beginning with section 1633.1).
4 (D) Each party using a digital signature represents that it has undertaken and
5 satisfied the requirements of Government Code section 16.5, subdivision (a),
6 paragraphs (1) through (5), and agrees that each other party may rely upon that
7 representation.
8 (E) This Agreement is not conditioned upon the parties conducting the transactions
9 under it by electronic means and either party may sign this Agreement with an original
10 handwritten signature.
11 15.15 Counterparts. This Agreement may be signed in counterparts, each of which is an
12 original, and all of which together constitute this Agreement.
13 [SIGNATURE PAGE FOLLOWS]
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1 The parties are signing this Agreement on the date stated in the introductory clause.
2 BLACK WELLNESS & PROSPERITY
CENTER COUNTY OFFRESNO
3 aa,� Z_
4
Shantay R. Davies-Balch, President& CEO
5 SqrQ ntfro, airman of the Board of
2201 Calaveras Street S e is of e County of Fresno
6 Fresno, CA 93721
Attest:
7 Bernice E. Seidel
Clerk of the Board of Supervisors
8 County of Fresno, State of California
By:AL4AM&'C_ 0 -
10 Depu y
11 For accounting use only:
12 Org No.: 56201558, 56201019, 56201022
Account No.: 7295
13 Fund No.: 0001
Subclass No.: 10000
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Exhibit A
Scope of Services
CATEGORY 1: RECRUITMENT, HIRIING, AND TRAINING
Activity Description Responsible Party Timeline Deliverables
Recruitment and Hiring of • Contractor will recruit CHWs and other • Program Staff Within 1-3 • Onboard program staff
Program Staff identified programs staff to serve months of • List of CHWs recruited
deliverables within contracted period. contract . Submit quarterly
execution staffing report
Outreach Plan • Submit an outreach plan to provide Program Staff Within 1 month . Submit outreach plan
screening, education, and community of contract • Update outreach plan
linkages to address SDoH, COVID-19 execution, as needed
related disparities and chronic disease ongoing
management & prevention support
within HPI (2.0) Quartile 1.
• Include the number of clients intended
to be reached with the following
activities:
o Outreach events
o Educational events
o Completion of SDoH
assessment tool
o Client referrals to services
• Include specific target reach within HPI
Quartile 1 (demographics, zip codes,
etc.).
• Address the cultural, linguistic and
literacy needs of the identified target
population within Fresno County.
A-1
Exhibit A
Scope of Services
Trainings Provide program staff and CHWs with • Program Staff Ongoing Submit training log
appropriate onboarding training, . CHWs along with monthly
specific to the organizational needs FCDPH progress report
including but not limited to HIPAA
training.
• Program staff to complete other
appropriate trainings identified by
FCDPH. Training topics to include:
o Program Tools/Assessments
o Data Management System
o Health Equity
o Emergency Preparedness
o Other trainings as identified
A-2
Exhibit A
Scope of Services
CATEGORY 2: IMPLEMENTATION
Activity Description Responsible Party Timeline Deliverables
Outreach & Education Provide outreach and education in Program Staff Ongoing . Number of events and
identified targeted areas within Fresno . CHWs outcomes to be
County. included in monthly
• Collaborate & align outreach and progress report
educational activities with other • Outcomes to be
FCDPH identified efforts such as reported using the
Rural Mobile Health. data management
• Provide information and/or linkages system as appropriate
during these events on:
o SDoH needs
o COVID-19 related disparities
o Chronic disease management
& prevention support
o Communicable diseases
prevention support
o Oral health prevention &
support
o Other wrap around services
• CHWs will use culturally and
linguistically appropriate health
education materials during outreach
and educational events.
• Track the event outcomes in a
designated tracking tool and/or
FCDPH identified data management
system.
A-3
Exhibit A
Scope of Services
Screening &Assessment CHWs to utilize a social needs . CHWs Ongoing . Number of completed
assessment tool identified by FCDPH . FCDPH screens to be included
to screen community members for: in monthly progress
o SDoH report
o COVID-19 related disparities . Screening outcomes
o Chronic disease management to be reported using
& prevention support the data management
o Communicable diseases system
prevention support
o Oral health prevention &
support
o Other wrap around services
• Each CHW will complete an
assessment for each new client.
• Track assessments in a county
provided designated tracking tool
and/or FCDPH identified data
management system.
A-4
Exhibit A
Scope of Services
Referrals &Wrap Around • CHWs will utilize screeners for • Program Staff Ongoing • Number of
Services assessments of barriers of individual • CHWs referrals/linkages to
community members. be included in monthly
• Provide linkages & referrals to progress report
services based on identified needs. • Referral/linkage
• CHW will work with each client, as outcomes to be
needed, to build a care plan to reported using the
address the identified barriers. data management
• The assessments and care plan are system
reviewed, modified, and approved by
designated program staff.
• Provide necessary follow-up on
referral and resource outcome.
• Track referral & care plan outcomes in
a designated tracking tool and/or
FCDPH identified data management
system.
A-5
Exhibit A
Scope of Services
CATEGORY 3: EVALUATION & REPORTING MEASURES
Activity Description Responsible Party Timeline Deliverables
Evaluation Contractor will work with FCDPH and • Program Staff Ongoing . Monthly reports on the
program evaluator to implement • CHWs data management
evaluation metrics, benchmarks, and . FCDPH system on program
practices to evaluate the effectiveness outcomes
and impact of the program. These . Health equity
activities include: assessment
o Meet a minimum of 80% of • Health Equity plan
agreed upon program
outcomes
o Identify and implement
evaluation needs in data
management system to track
and measure program impacts
o Implement improvement
recommendations of identified
areas to improve program
outcomes
o Designated staff will run
monthly reports on the data
management system for
quality assurance purposes
o Work with FCDPH Equity
Officer in completing a health
equity assessment
o Collaborate with FCDPH
Equity Officer in completing a
health equity plan based on
assessment findings
o Contribute to the effectiveness
of the program evaluation
through collaboration and
feedback of program progress
o Other evaluation needs as
identified
A-6
Exhibit A
Scope of Services
Partner Collaboration Contractor will work with FCDPH, • Program Staff Ongoing List of new and
funded and non-funded partners to • FCDPH expanded
enhance or support program related partnerships to be
activities through partnerships and included in the
collaborative efforts. monthly progress
• Track new and expanded report
partnerships. Meetings & attendees
• Collaborate with other CHW partners to be reported in the
at large, to include FCHIP Fresno monthly progress
Hope HUB, on program report
implementation measures.
Media & Communication Contractor will work with FCDPH to • Program Staff Ongoing List of media or
collaborate on media and/or • FCDPH communication tools
communication needs to assure it created to be included
aligns with programmatic in the monthly
requirements. progress report
• Materials used and/or developed will
be culturally and linguistically
appropriate health education materials
that align with the target population.
A-7
Exhibit A
Scope of Services
Program Reports Contractor will adhere to proper data Program Staff Ongoing Submission of
tracking and submit reports on agreed appropriate reports on
upon timeframe. Contract will identify agreed upon timeline
& communicate additional reporting
needs and/or challenges with FCDPH.
Monthly Reports:
o Monthly progress report
o Training log
o Data management system
outcome report
o Invoicing and back-up
documentation submission
Quarterly Reports:
o Staffing report
Annually & Updated as Needed:
o Outreach plan
o Health equity assessment
o Health equity plan
Other reporting needs as identified.
A-8
Exhibit A
Scope of Services
Glossary:
• CHWs: Community Health Workers
• FCDPH: Fresno County Department of Public Health
• SDoH: Social Determinants of Health
• Outreach Event: Community event where resources and information are provided at large to the target population either through tabling,
canvassing, or other form of intervention where a larger number of community members are reached.
• Educational Event: Education, resources, and information provided in a smaller setting such as workshops, presentations, or other
interventions to a specific group within the target population.
• HPI: Healthy Places Index 2.0
California Healthy Places Index Map
• HIPAA: Health Insurance Portability and Accountability Act
• FCHIP: Fresno Community Health Improvement Partnership
A-9
Exhibit B
YEAR 1 BUDGET
(August 22,2023-July 31,2024)
PERSONNEL
Position Title and Name Annual Salary %FTE' Benefit Rate Benefit Cost Payroll Taxes Worker's Comp
Program Manager $ 69,102.00 70% 16% $ 14,586.00 $ 4,548.00 $ 527.00
Program Coordinator $ 63,434.00 60% 6% $ 4,128.00 $ 3,701.00 $ 471.00
Lead Community Care Specialist $ 39,545.00 50% 12% $ 2,821.00 $ 3,267.00 $ 295.00
Community Care Specialist(9) $ 300,767.00 100% 3% $ - $ 20,860.00 $ 951.00
$ $ - I $ - $ -
Sub-Total $ 472,848.00 $ 21,535.00 $ 32,376.00 $ 2,244.00
Total Personnel $ 463,126.30
EQUIPMENT
Laptops&Accessories $ 15,000.00 Notes
1:Full-time equivalent
2:Not to exceed 20%of annual
salary(unless requesting a waiver)
Total Equipment $ 15,000.00 3:See section 3b of RFP regarding
calculation of indirect cost rate.
SUPPLIES
Office Supplies $ 5,414.00
Program Supplies $ 13,250.00
Outreach $ 35,000.00
Total Supplies $ 53,664.00
TRAVEL
Mileage $ 2,293.00
Vehicle-(Maintenance,storage,fuel) $ 7,244.00
Total Travel $ 9,537.00
OTHER
Rent $ 74,880.00
Communications $ 8,000.00
Media/Radio/Billboard $ 30,000.00
Professional Development Training $ 15,000.00
Community Engagement Events $ 28,000.00
Participant Support/Stipend $ 40,000.00
Training,meeting,&event space rental $ 10,000.00
Total Other $ 205,880.00
Total Direct Costs $ 747,207.30
Administrative(Indirect)Costs $ 74,720.73
TOTAL BUDGET 821,928.03
B-1
Exhibit B
YEAR 2 BUDGET
(August 1,2024-December 31,2024)
PERSONNEL
Position Title and Name Annual Salary %FTE' Benefit Ratez Benefit Cost Payroll Taxes Worker's Comp
Program Manager $ 29,657.00 70% 14% $ 6,381.00 $ 1,990.00 $ 231.00
Program Coordinator $ 27,224.00 60% 22% $ 1,806.00 $ 1,619.00 $ 206.00
Lead Community Care Specialist $ 16,971.00 40% 5% $ 1,234.00 $ 1,429.00 $ 129.00
Community Care Specialist $ 191,960.00 50% 5% $ - $ 4,755.00 $ 416.00
$ $ - I $ - $ -
Sub-Total $ 265,812.00 $ 9,421.00 1 $ 9,793.00 $ 982.00
Total Personnel $ 160,058.70
EQUIPMENT
Notes
1:Full-time equivalent
2:Not to exceed 20%of annual
salary(unless requesting a waiver)
3:See section 3b of RFP regarding
Total Equipment $ calculation of indirect cost rate.
SUPPLIES
Office Supplies $ 5,000.00
Program Supplies $ 7,500.00
Total Supplies $ 12,500.00
TRAVEL
Mileage $ 744.00
Vehicle Maintenance $ 3,744.00
Total Travel $ 4,488.00
OTHER
Rent $ 32,400.00
Hot Spots $ 3,556.00
Media/Radio/Billboard $ 8,498.00
Professional Development Training $ 5,000.00
Space Rental/Event Supplies $ 24,800.00
Space Rental-Training&Meetings $ 22,500.00
Participant Support/Stipend $ 30,000.00
Total Other $ 126,754.00
Total Direct Costs $ 303,800.70,
Administrative(Indirect)Costs $ 30,380.07
TOTAL BUDGET 334,180.77
B-2
Exhibit B
Budget Narrative
Health Disparities
Contractor Name: BW PC-African American Coalftion
Contractor Address: 2201 Calaveras Fresrw,CA 93721
Contractor Phone Number: 559-705-2524
Contractor Contact Person: Tinicla MCPeters
Budget Term: August 22,2023-July 31,2024
EXPENDITURES JUSTIFICATIONS
Personnel Amount Requested Months Time Annual Salary Justification
Under the direction of the Chief Programs Officer,the Program Manager sets day-to-day tasks to achieve the assigned
program's operational objectives.Supervises unit program operations to ensure compliance with program goals,policies,
procedures,and defined internal controls Manages,develops,monitors,and evaluates the activities and administration of
assigned programs.Conducts communl education and outreach to develop partnerships that strengthen the community.Plans
Program Manager $ 48,371.40 12 70% $ 69,102 00 and develops methods and procedures for implementing programs.Ensures program activities are carried union line with
organizafmn's objectives,motives,and goals Reviews reports and records of activities to ensure progress towards goals and
prepares program reports for organization and stakeholders Supervises assigned staff selects,trains,prepares performance
evaluations,and recommends disciplinary actions.Applies initiative and sound judgement
Under the direction of the Program Manager,the Program Coordinator sets day-to-day tasks to achieve the assigned program's
operational objectives.Oversees fiscal management of grams to ensure compliance with program goals,grant requirements,
policies,procedures,and defined internal controls.Under general supervision,organizes and arranges the elements of a project,
program,process,or event so that those elements work together harmoniously.Communicates with stakeholders about goals,
Program Coordinator $ 38,060.40 12 60% $ 63,434.00 activities,progress,and timelines.Informs team members of deadlines to ensure project,event,or program is delivered on time
and within budget.Obtains and oversees third-party,providers and vendors as needed.Collects and analyzes feedback from
customers,clients,team members,and other stakeholders to gauge satisfaction and success.Assists Program Manager in
creating
program materials,provide recommendations on staffing requirements,and works to ensure that program achieves
stated objectives.
Lead Community Care Specialist $ 19,772.50 12 50% $ 39,54500 Oversees Community care specialist
Community Care Specialist $ 300,767.00 12 100% $300,767.00 9 CCS(r$1 FM each-Implement smile of work
$
Fringe benefits $ 56,155.D0
TOTAL Personnel Expenses $ 463,126.30
Equipment Amount Requested Unit Cost CITY Justification
Laptop $ 15,000.00 $ 1,500.00 10 10 Laptops wi software and accessories(headphones,cables) $1,500=$15,000
TOTAL Equipment Expenses $ 15,000.00
Supplies Amount Requested Unit Cost QTY Justification
Office Supplies $ 5.414.00 $ 451.17 12 Office supplies for daily activites such as pens,pencils,paper,etc.
Program Supplies $ 13,250.00 $ 1,10417 12 Program Supplies for daily operation Staff needs-Staff uniforms,adverse weather attire,
12 Outreach supplies include items to engage community members in the program to encourage program enrollment,community trust,and
mtemion/engagement.Supplies include community education materials and supplies that encourage behavioral modification,enhances
knowledge,and builds community trust.Behavioral modification items such as hats(extreme heal),chap stick,canvas bags,water bottles,
Outreach program participant items $ 35,000.00 $ 2,916.67 toothpaste,tooth brushes etc.are intended for community-based events and tabling outreach at various locations based on community need.
Outreach also includes the costs of developing,disseminating(postage),copying,and printing educational materials and ancillaries.486 potential
participant'$6.00 per participant opportunity,this cost is all inclusive of outreach items,outreach also includes the costs of developing,
disseminating(postage),copying,and priming educational materials and ancillaries
$
$
TOTAL Supplies Expenses $ 53,664.00
Travel Amount Requested Number of Cost per Justification
Miles Mile
Mileage $ 2,293.00 3500 $0.655 Staff reimbursement mileage
Vehicle-(Maintenance,storage,fuel) $ 7,244.00 Vehicle maintenance-oil change,tune up,tire rotation(as needed)
TOTAL Travel $ 1 137.00
Other Amount Requested Cost per Month MOMhs Justification
Rent $ 74,880.00 $ 6,240.00 12 Rent per march$10,400'.60-12 mmths=$74,880
Communication $ 8,000.00 $ 666.67 12 Cell phone semceRwl spot-$5128 Per staff-12 staff-12oxxtu,=$7,384.32 Business Phone line'$5128'12 months=$61536
Media/Radio/Billboard $ 30,000.00 $ 2,500.00 12 HEO Advertising Radio/Billboard$2,500 per month•12 months=$30,000
Professional Development Training/Meetings $ 15,000.00 Staff Training&Development
Community Engagement/Event Space Rental/ AAC hosted& artnered events.5 events'$1,500 space rental&security$7,500,$20,500 for event vendor registration fees,mobile unit fees,
p
Security $ 28,000.00 5 ability to go into the community in targeted zip codes to host education events,special event insurance,supplies,vendor expenses,
Support costs will vary by number of enrolled program participants,based on the need of the enrolled participants,and the severity of the health
disparity.Participant support is intended to close disparities and minimize access to care and services,which can improve the Idecourse.Stipends
are in the form of allowable giftcards-$25 00 gift cards"400=$10,000 to purchase allowable quality of life neccessitles.Range:$25.00-
Participant Support/Stipend $ 40,000 $ 3,333.33 12 $100.00 based on need'300-1,200 enrolled participants.Enrolled participants support provides life enhancements Life enhancements are
determined and documented through home visits,case management,motivational interviewing,family assessments etc.Enhancements may
include support such as air filters and purifiers to address envommental respiratory disparities,clothing(socks,shirts,mitten,blankets),diapers,
bus passes,baby supplies,car seats,play pens to provide safer sleep environments and prevent infant mortality etc.
12 1 sessions(Training,meeting,&event)per month'$833.33 per session'12 months=$10,000
Community training/meetings $ 10,000.00 $ 83333
TOTAL Other $ 205,880.00
TOTAL DIRECT EXPENSES $ 747,207.30
TOTAL INDIRECT EXPENSES $ 74,720.73
TOTAL EXPENSES $ 821,928.03 ji
B-3
Exhibit B
Budget Narrative
Heafth Disparities
Contractor Name: BW PC-African American Coalition
Contractor Address: 2201 Calaveras Fresno,CA 93721
Contractor Phone Number: 559-705-2524
Contractor Contact Person: Tinicia MCPeters
Budget Term: August 1,2024-December 31,2024
EXPENDITURES JUSTIFICATIONS
Personnel Amount Requested Months Time Annual Salary Justification
$ 29,657.00 Under the direction or the Chief Programs orhoa,the Program Manager sets day-to-day,tasks tc achieve the assigned program's operational
Objectives Superwses unit program operations to ensure compliance with program goals,policies,procedures,and defined utensil controls
Manages,develops,monitors,and evaluates the tries and administration of assigned programs Conducts community education and
Program Manager $ 20,759.90 5 70%
Outreach to develop partnerships that strengthen the community Plans and develops methods and procedures fa implementing programs
Ensures pragmm activities are carried out in line with ag,rumhon's oblechves,motives,and goals Reviews reports and record.of achvities to
re progress towards goals and prepares program reports for organization and stakeholders Supervises assigned staff:selects,trains,
prepares performance evalues—,and recommends disciplinaryactions Applies initiative and sound judgement.
$ 27,224.00 Under the direction Of the Program m emMonager,the Program Coordinator sets dayt0-day tasks to achieve the assigned ping.—operational
Objectives Oversees fiscal anagent Of grants to ensure compliance with program goals,grant requirements,policies,procedures,and
defined internal controls Under general supervision,organizes and arranges the elements Of a project,program,process,or event so ihatthme
elementsworktOgetherh—.ni—y.Communicates with stakeholders about scale,activities,progress,antl timelines Informs team member:
Program Coordinator $ 16,334.40 5 60% of deadlines m ensa,e project evemo,p,Og,am is aclivered on time and within budget Obtains grid oversees mhd-partypmvldersandvc—
eeded Goliath,and analyses feedback from customers,clients team members,and Other stakeholders to gauge sadsfaction antl success
Assists Program Manager in creating program materials,provide recommendations on staffing requirements,and works t0 se..hat program
schleves stated Objectives
Leard Community Care Specialist $ 6,788.40 5 40% $ 16,971.00 Oversees Caamrrity care Specralart
Community CareSpecialist $ 95,980.00 5 50% $ 191,96000 9CCS @.50 FTE each-Implement scope of work
Fringe benefits $ 20,196.00
TOTAL Personnel Expenses $ 160,058.70
Equipment Amount Requested Unit Cost CITY Justification
TOTAL Equipment Expenses $
Supplies Amount Requested Unit Cost CITY Justification
Office Supplies $ 5,000.00 $ 1,000.00 5 Office supplies for daily sctiwties such as pens,pencils,paper,toner etc
Program Supplies $ 7,500.00 $ 1,500.00 5 Program Supplies for daily operation.Staff needs-Staff uniforms,adverse weather a fire,
TOTAL Supplies Expenses $ 12,500.00
Travel Amount Requested Number of Mlles Cost Justification
per Mile
Mileage $ 744.00 $ 1,136.00 $0.655 Staff reimbursement mileage
Vehicle Maintenance $ 3,744.00 Vehicle maintenance-oil change tune up,tire rotation
TOTAL Travel $ 4,488.00
Other Amount Requested Cost per Month Months Justification
Rent $ 32,400.00 $ 6.480.00 5 Rent per monin$10,800*60*5month-$3z,a00
Communication $ 3,556.00 $ 711.00 5 CHI Phone sernoethis spat sernc,$55 per staff'12 staff*5 montns=$3,300.Phone line*$51 28*5 months=$25640
Media/Radio/Billboard $ 8,498.00 $ 2,832.00 3 HEO Advertising Radio/Billboard$2,832.67 per month*3 months=$8,498
Professional Development Training $ 5,000.00 5 Staff Training&Development
AAC hosted&partnered events.4 events*$1,500 space rental=$6,000,$18,800 for event supplies,vendor expenses,educational&printed
Space Rental/Event Supplies $ 24,800.00 $ 6,200 00 4 material,postage.
Support costs will vary by number of enrolled program participants,based on the need of the enrolled participants,and the severity of the health
disparity.Participant support is intended to close disparities and minimize access to care and services,which can improve the I'rfecoures.Stipends
he in the form of allowable giftcards-$25,00 gift cards to purchase allowable quality of Ilte neccessities.Enhancements(Range;$25.00-$100.00)
based on need for enrolled participants.Enrolled participants support provides Iffe enhancements.Life enhancements are determined and
Participant Support/Stipend $ 30,000.00 $ 6,000.00 5 documented through home visits,case management,motivational interviewing,family assessments etc.Enhancements may include support such
as air fillers and purifiers to address envornmental respiratory disparities,clothing(socks,shirts,mitten,blankets),diapers,bus passes,baby
supplies,car seats,play pens to provide safer sleep environments and prevent infant mortality etc.
Space Rental-Training&Meetings $ 22,500.00 $ 4,50000 5 3 sessions(Training,meeting,&event)per month*$1,500 per session*5 months=$22,500
TOTAL Other $ 126,754.00
TOTAL DIRECT EXPENSES $ 303,800.70
TOTAL INDIRECT EXPENSES $ 30,380
TOTAL EXPENSES $ 334,180.77
B-4
Exhibit C
:a J U.S.DEPARTMENT OF HEALTH AND HUMAN SERVICES Public Health Service
' Centers for Disease Control
and Prevention(CDC)
Atlanta GA 30333
General Terms and Conditions for Non-Research
Grant and Cooperative Agreements
Incorporation: The Department of Health and Human Services (HHS) grant recipients must
comply with all terms and conditions outlined in the Notice of Funding Opportunity (NOFO), their
Notice of Award (NOA), grants policy contained in applicable HHS Grants Policy Statements, 45
CFR Part 75, requirements imposed by program statutes and regulations, Executive Orders, and
HHS grant administration regulations, as applicable; as well as any requirements or limitations in
any applicable appropriations acts. The term grant is used throughout these general terms and
conditions of award and includes cooperative agreements.
Note: In the event that any requirement in the NOA, the NOFO, the HHS Grants Policy Statement,
45 CFR Part 75, or applicable statutes/appropriations acts conflict, then statutes and regulations
take precedence.
FEDERAL REGULATIONS AND POLICIES
45 CFR Part 75— Uniform Administrative Requirements, Cost Principles, and Audit Requirements
for HHS Awards.
https://www.ecfr.gov/cgi-bin/text- idx?node=pt45.1.75&rgn=div5
HHS Grants Policy and Regulations
https://www.hhs.gov/grants/grants/grants-policies-regulations/index.html
HHS Grants Policy Statement
https://www.hhs.gov/sites/default/files/grants/grants/policies-regulations/hhsgpsl 07.pdf
Federal Funding Accountability and Transparency Act (FFATA)
https://www.fsrs.gov/
Trafficking In Persons: Consistent with 2 CFR 175, awards are subject to the requirements of
the Trafficking Victims Protection Act of 2000, as amended (22 U.S.C. Part 7104(g)).
https://www.law.cornell.edu/cfr/text/2/part-1 75
CDC Additional Requirements (AR) may apply. The NOFO will detail which specific ARs apply
to resulting awards. Links to full texts can be found at:
https://www.cdc.gov/grants/additional-requirements/index.html.
CDC General Terms and Conditions for Non-research Awards, Revised:September 2022 Page 1
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/qrants/additional-requirements/ar-32.html.
Though Recipients are required to comply with all applicable appropriations restrictions,
please find below specific ones of note. CDC notes that the cited section for each below
provision may change annually.
A. Cap on Salaries (Division H, Title II, General Provisions, Sec. 202): None of the funds
appropriated in this title shall be used to pay the salary of an individual, through a grant or
other extramural mechanism, at a rate in excess of Executive Level II.
Note: The salary rate limitation does not restrict the salary that an organization may pay an
individual working under an HHS contract or order; it merely limits the portion of that salary that
may be paid with federal funds.
B. Gun Control Prohibition (Div. H,Title II, Sec. 210): None of the funds made available in this title
may be used, in whole or in part, to advocate or promote gun control.
C. Lobbying Restrictions (Div. H, Title V, Sec. 503):
• 503(a): No part of any appropriation contained in this Act or transferred pursuant to section
4002 of Public Law 111-148 shall be used, other than for normal and recognized executive-
legislative relationships, for publicity or propaganda purposes, for the preparation, distribution,
or use of any kit, pamphlet, booklet, publication, electronic communication, radio, television, or
video presentation designed to support or defeat the enactment of legislation before the
Congress or any State or local legislature or legislative body, except in presentation to the
Congress or any State or local legislature itself, or designed to support or defeat any proposed
or pending regulation, administrative action, or order issued by the executive branch of any
State or local government itself.
• 503(b): No part of any appropriation contained in this Act or transferred pursuant to section
4002 of Public Law 111-148 shall be used to pay the salary or expenses of any grant or
contract recipient, or agent acting for such recipient, related to any activity designed to
influence the enactment of legislation, appropriations, regulation, administrative action, or
Executive order proposed or pending before the Congress or any State government, State
legislature or local legislature or legislative body, other than for normal and recognized
executive-legislative relationships or participation by an agency or officer of a State, local or
tribal government in policymaking and administrative processes within the executive branch of
that government.
• 503(c): The prohibitions in subsections (a) and (b) shall include any activity to advocate or
promote any proposed, pending or future federal, state or local tax increase, or any
proposed, pending, or future requirement or restriction on any legal consumer product,
including its sale of marketing, including but not limited to the advocacy or promotion of gun
control.
CDC General Terms and Conditions for Non-research Awards, Revised:September 2022 Page 2
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Exhibit C
For additional information, see Additional Requirement 12 at
https://www.cdc.gov/grants/additional-requirements/ar-12.html.
D. Needle Exchange (Div. H, Title V, Sec. 520): Notwithstanding any other provision of this Act,
no funds appropriated in this Act shall be used to carry out any program of distributing sterile
needles or syringes for the hypodermic injection of any illegal drug.
E. Blocking access to pornography (Div. H, Title V, Sec. 521): (a) None of the funds made
available in this Act may be used to maintain or establish a computer network unless such
network blocks the viewing, downloading, and exchanging of pornography; (b) Nothing in
subsection (a) shall limit the use of funds necessary for any federal, state, tribal, or local law
enforcement agency or any other entity carrying out criminal investigations, prosecution, or
adjudication activities.
Prohibition on certain telecommunications and video surveillance services or equipment (Pub.
L. 115-232, section 889): For all new, non-competing continuation, renewal or supplemental awards
issued on or after August 13, 2020, recipients and subrecipients are prohibited from obligating or
expending grant funds (to include direct and indirect expenditures as well as cost share and program
funds) to:
1. Procure or obtain,
2. Extend or renew a contract to procure or obtain; or
3. Enter into contract (or extend or renew contract) to procure or obtain equipment, services, or
systems that use covered telecommunications equipment or services as a substantial or
essential component of any system, or as critical technology as part of any system. As
described in Pub. L. 115-232, section 889, covered telecommunications equipment is
telecommunications equipment produced by Huawei Technologies Company or ZTE
Corporation (or any subsidiary or affiliate of such entities).
i. For the purpose of public safety, security of government facilities, physical security
surveillance of critical infrastructure, and other national security purposes, video
surveillance and telecommunications equipment produced by Hytera
Communications Corporation, Hangzhou Hikvision Digital Technology Company, or
Dahua Technology Company (or any subsidiary or affiliate of such entities).
ii. Telecommunications or video surveillance services provided by such entities or
using such equipment.
iii. Telecommunications or video surveillance equipment or services produced or
provided by an entity that the Secretary of Defense, in consultation with the Director
of the National Intelligence or the Director of the Federal Bureau of Investigation,
reasonably believes to be an entity owned or controlled by, or otherwise, connected
to the government of a covered foreign country.
President's Emergency Plan for AIDS Relief(PEPFAR) funding is exempt from the prohibition under
Pub. L. 115-232, section 889 until September 30, 2022. During the exemption period, PEPFAR
recipients are expected to work toward implementation of the requirements.
Cancel Year: 31 U.S.C. Part 1552(a) Procedure for Appropriation Accounts Available for Definite
Periods states the following: On September 30th 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 Page 3
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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.html.
Audit Requirement Domestic Organizations (including US-based organizations implementing
projects with foreign components): An organization that expends $750,000 or more in a fiscal year
in federal awards shall have a single or program-specific audit conducted for that year in
accordance with the provisions of 45 CFR Part 75. The audit period is an organization's fiscal year.
The audit must be completed along with a data collection form (SF-SAC), and the reporting
package shall be submitted within the earlier of 30 days after receipt of the auditor's report(s), or
nine (9) months after the end of the audit period. The audit report must be sent to:
Federal Audit Clearing House Internet Data Entry System Electronic Submission:
https://harvester.census.gov/facides/(S(Ovkw1 zaelyzlibnahocga5i0))/account/login.aspx
AND
Office of Financial Resources, Risk Management and Internal Control Unit's Audit Resolution
Team (ART), RMICU.Audit.Resolution(d�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 Page 4
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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(abcdc.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 Page 5
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Exhibit C
CDC is required to report any termination of a federal award prior to the end of the period of
performance due to material failure to comply with the terms and conditions of this award in the
OMB-designated integrity and performance system accessible through SAM (currently FAPIIS)
(45 CFR 75.372(b)). CDC must also notify the recipient if the federal award is terminated for
failure to comply with the federal statutes, regulations, or terms and conditions of the federal
award (45 CFR 75.373(b)).
1. General Reporting Requirement
If the total value of currently active grants, cooperative agreements, and procurement contracts
from all federal awarding agencies exceeds $10,000,000 for any period of time during the period
of performance of this federal award, the recipient must maintain the currency of information
reported to the System for Award Management (SAM) and made available in the designated
integrity and performance system (currently the Federal Awardee Performance and Integrity
Information System (FAPIIS)) about civil, criminal, or administrative proceedings described in
section 2 of this award term and condition. This is a statutory requirement under section 872 of
Public Law 110-417, as amended (41 U.S.C. 2313). As required by section 3010 of Public Law
111-212, all information posted in the designated integrity and performance system on or after
April 15, 2011, except past performance reviews required for federal procurement contracts, will
be publicly available.
2. Proceedings About Which You Must Report
Submit the information required about each proceeding that:
a. Is in connection with the award or performance of a grant, cooperative agreement,
or procurement contract from the federal government;
b. Reached its final disposition during the most recent five-year period; and
c. If one of the following:
(1) A criminal proceeding that resulted in a conviction, as defined in paragraph 5 of
this award term and condition;
(2) A civil proceeding that resulted in a finding of fault and liability and payment of a
monetary fine, penalty, reimbursement, restitution, or damages of$5,000 or
more;
(3) An administrative proceeding, as defined in paragraph 5 of this award termand
condition, that resulted in a finding of fault and liability and your payment of
either a monetary fine or penalty of$5,000 or more or reimbursement,
restitution, or damages in excess of$100,000; or
(4) Any other criminal, civil, or administrative proceeding if:
(i) It could have led to an outcome described in paragraph 2.c.(1), (2),or
(3) of this award term and condition;
(ii) It had a different disposition arrived at by consent or compromise with an
acknowledgement of fault on your part; and
(iii) The requirement in this award term and condition to disclose information
about the proceeding does not conflict with applicable laws and
regulations.
CDC General Terms and Conditions for Non-research Awards, Revised:September 2022 Page 6
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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 nolocontendere.
c. Total value of currently active grants, cooperative agreements, and procurement
contracts includes—
(1) Only the federal share of the funding under any federal award with a recipient cost
share or match;
(2) The value of all expected funding increments under a federal award and options,
even if not yet exercised.
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.html and
https://www.hhs.gov/civil-rights/for-individuals/nondiscrimination/index.html.
• 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 Page 7
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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-guidance/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/civiIrights/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.html 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/spend ing-on-food/index.html.
In addition, costs must be clearly stated in the budget narrative and be consistent with
organization approved policies. Recipients must make a determination of reasonableness and
organization approved policies must meet the requirements of 45 CFR Part 75.432.
CDC General Terms and Conditions for Non-research Awards, Revised:September 2022 Page 8
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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/qrants/already-have-qrant/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.
CDC General Terms and Conditions for Non-research Awards, Revised:September 2022 Page 9
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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
CDC General Terms and Conditions for Non-research Awards, Revised:September 2022 Page 10
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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 Page 11
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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-107publ347/pdf/PLAW-107publ347.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.oig.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 Page 12
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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/PI).
Final Performance Progress and Evaluation Report (PPER): This report should include the
information specified in the NOFO and is submitted upon solicitation from the GMS/GMO via
www.grantsolutions.gov. At a minimum, the report will include the following:
• Statement of progress made toward the achievement of originally stated aims;
• Description of results (positive or negative) considered significant;and
• List of publications resulting from the project, with plans, if any, for further publication.
All manuscripts published as a result of the work supported in part or whole by the grant must be
submitted with the performance progress reports.
Final Federal Financial Report (FFR, SF-425): The FFR should only include those funds
authorized and expended during the timeframe covered by the report. The Final FFR, SF-425 is
required and must be submitted no later than 90 days after the period of performance end date
through recipient online accounts in the Payment Management System. The final FFR will
CDC General Terms and Conditions for Non-research Awards, Revised:September 2022 Page 13
C-13
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-fv-2021-recipients.pdf.
Equipment and Supplies -Tangible Personal Property Report (SF-428): A completed Tangible
Personal Property Report SF-428 and Final Report SF-428B addendum must be submitted, along
with any Supplemental Sheet SF-428S detailing all major equipment acquired or furnished under
this project with a unit acquisition cost of$5,000 or more. Electronic versions of the forms can be
downloaded by visiting: https://www.grants.gov/web/grants/forms/post-award- reporting-
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 Page 14
C-14
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.
CDC General Terms and Conditions for Non-research Awards, Revised:September 2022 Page 15
C-15
1 Exhibit D
2 Annual Performance Report
3 All SUBRECIPIENTs that receive State and Local Fiscal Recovery Funds (SLFRF) awards are
4 required to produce an Annual Report. The Annual Report provides information on the
5 SUBRECIPIENT's Program, and how it plans to ensure program outcomes are achieved in an
6 effective and equitable manner.
7 The initial Annual Report must cover the period from the date of award to the following June 30th and
8 must be submitted to the County within 15 calendar days after the end of the reporting period.
9 Thereafter, the Annual Report will cover a 12-month period and subrecipients will be required to
10 submit the report to the County within 15 calendar days after the end of the 12-month period (by July
11 15th).
12 Annual Period Covered Due Date
Report
13 1 Award — June 30, 2023 July 15, 2023
2 July 1, 2023 — June 30, 2024 July 15, 2024
14 3 July 1, 2024 — June 30, 2025 July 15, 2025
15 4 July 1, 2025 — June 30, 2026 July 15, 2026
5 July 1, 2026 — December 31, 2026 January 15, 2027
16
17 Instructions:
18 SUBRECIPIENT should consult the SLFRF Guidance on Recipient Compliance and Reporting
19 Responsibilities (Reporting Guidance) located at: https:Hhome.treasurV.gov/system/files/136/SLFRF-
20 .:ompliance-and-Reporting-Guidance.pdf for detailed guidance on the submission of this report.
21
22
23
24
25
26
27
28
D-1
Exhibit E
1
2 U.S. DEPARTMENT OF THE TREASURY CORONAVIRUS LOCAL FISCAL RECOVERY FUND
3 AWARD TERMS AND CONDITIONS
4 1. Use of Funds.
5 a) Subrecipient understands and agrees that the funds disbursed under this award may only be used
6 in compliance with section 603(c) of the Social Security Act(the Act), Treasury's regulations
7 implementing that section, and guidance issued by Treasury regarding the foregoing.
8 b) Subrecipient will determine prior to engaging in any project using this assistance that it has the
9 institutional, managerial, and financial capability to ensure proper planning, management, and
10 completion of such project.
11
12 2. Period of Performance. The period of performance for this award begins on the date hereof and
13 ends on December 31, 2026. As set forth in Treasury's implementing regulations, Subrecipient may use
14 award funds to cover eligible costs incurred during the period that begins on March 3, 2021 and ends on
15 December 31, 2024.
16
17 3. Reporting. Subrecipient agrees to comply with any reporting obligations established by Treasury as
18 they relate to this award.
19
20 4. Maintenance of and Access to Records.
21 a) Subrecipient shall maintain records and financial documents sufficient to evidence compliance with
22 section 603(c) of the Act, Treasury's regulations implementing that section, and guidance issued by
23 Treasury regarding the foregoing.
24 b) The Treasury Office of Inspector General and the Government Accountability Office, or their
25 authorized representatives, shall have the right of access to records (electronic and otherwise) of
26 Subrecipient in order to conduct audits or other investigations.
27
28
E-1
Exhibit E
1 c) Records shall be maintained by Subrecipient for a period of five (5)years after all funds have been
2 expended or returned to Treasury, whichever is later.
3
4 5. Pre-award Costs. Pre-award costs, as defined in 2 C.F.R. § 200.458, may not be paid with funding
5 from this award.
6
7 6. Administrative Costs. Subrecipient may use funds provided under this award to cover both direct
8 and indirect costs as specified in the Scope of Work.
9
10 7. Cost Sharing. Cost sharing or matching funds are not required to be provided by Subrecipient.
11
12 8. Conflicts of Interest. Subrecipient understands and agrees it must maintain a conflict-of-interest
13 policy consistent with 2 C.F.R. § 200.318(c), and that such conflict-of-interest policy is applicable to each
14 activity funded under this award. Subrecipient and subrecipients must disclose in writing to Treasury or the
15 pass-through entity, as appropriate, any potential conflict of interest affecting the awarded funds in
16 accordance with 2 C.F.R. § 200.112.
17
18 9. Compliance with Applicable Law and Regulations.
19 a) Subrecipient agrees to comply with the requirements of section 602 of the Act, regulations adopted
20 by Treasury pursuant to section 602(f) of the Act, and guidance issued by Treasury regarding the
21 foregoing. Subrecipient also agrees to comply with all other applicable federal statutes, regulations,
22 and executive orders, and Subrecipient shall provide for such compliance by other parties in any
23 agreements it enters into with other parties relating to this award.
24 b) Federal regulations applicable to this award include, without limitation, the following:
25 i. Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal
26 Awards, 2 C.F.R. Part 200, other than such provisions as Treasury may determine are
27 inapplicable to this Award and subject to such exceptions as may be otherwise provided by
28
E-2
Exhibit E
1 Treasury. Subpart F -Audit Requirements of the Uniform Guidance, implementing the
2 Single Audit Act, shall apply to this award.
3 ii. Universal Identifier and System for Award Management (SAM), 2 C.F.R. Part 25, pursuant
4 to which the award term set forth in Appendix A to 2 C.F.R. Part 25 is hereby incorporated
5 by reference.
6 iii. Reporting Subaward and Executive Compensation Information , 2 C.F.R. Part 170, pursuant
7 to which the award term set forth in Appendix A to 2 C.F.R. Part 170 is hereby incorporated
8 by reference.
9 iv. OMB Guidelines to Agencies on Governmentwide Debarment and Suspension
10 (Nonprocurement), 2 C.F.R. Part 180, including the requirement to include a term or
11 condition in all lower tier covered transactions (contracts and subcontracts described in 2
12 C.F.R. Part 180, subpart B)that the award is subject to 2 C.F.R. Part 180 and Treasury's
13 implementing regulation at 31 C.F.R. Part 19.
14 V. Subrecipient Integrity and Performance Matters, pursuant to which the award term set forth
15 in 2 C.F.R. Part 200, Appendix XII to Part 200 is hereby incorporated by reference.
16 vi. Governmentwide Requirements for Drug-Free Workplace, 31 C.F.R. Part 20.
17 vii. New Restrictions on Lobbying, 31 C.F.R. Part 21.
18 viii. Uniform Relocation Assistance and Real Property Acquisitions Act of 1970 (42
19 ix. U.S.C. §§4601-4655) and implementing regulations.
20 X. Generally applicable federal environmental laws and regulations.
21 c) Statutes and regulations prohibiting discrimination applicable to this award include, without
22 limitation, the following:
23 i. Title VI of the Civil Rights Act of 1964 (42 U.S.C. §§ 2000d et seq.) and Treasury's
24 ii. implementing regulations at 31 C.F.R. Part 22, which prohibit discrimination on the basis of
25 race, color, or national origin under programs or activities receiving federal financial
26 assistance;
27
28
E-3
Exhibit E
1 iii. The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§ 3601 et seq.),
2 which prohibits discrimination in housing on the basis of race, color,
3 iv. religion, national origin, sex, familial status, or disability;
4 V. Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794), which
5 prohibits discrimination on the basis of disability under any program or activity receiving
6 federal financial assistance;
7 vi. The Age Discrimination Act of 1975, as amended (42 U.S.C. §§ 6101 et seq.), and
8 Treasury's implementing regulations at 31 C.F.R. Part 23, which prohibit discrimination on
9 the basis of age in programs or activities receiving federal financial assistance; and
10 vii. Title II of the Americans with Disabilities Act of 1990, as amended (42 U.S.C. §§ 12101 et
11 seq.), which prohibits discrimination on the basis of disability under programs, activities, and
12 services provided or made available by state and local governments or instrumentalities or
13 agencies thereto.
14
15 10. Remedial Actions. In the event of Subrecipient's noncompliance with section 602 or 603 of the Act,
16 other applicable laws, Treasury's implementing regulations, guidance, or any reporting or other program
17 requirements, Treasury may impose additional conditions on the receipt of a subsequent tranche of future
18 award funds, if any, or take other available remedies as set forth in 2 C.F.R. § 200.339. In the case of a
19 violation of section 602 (c) (1) or 603 (c) (1) of the Act regarding the use of funds, previous payments shall
20 be subject to recoupment as provided in section 602(e) of the Act and any additional payments may be
21 subject to withholding as provided in sections 602(b)(6)(A)(ii)(III) of the Act, as applicable.
22
23 11. Hatch Act. Subrecipient agrees to comply, as applicable, with requirements of the Hatch Act (5
24 U.S.C. §§ 1501-1508 and 7324-7328), which limit certain political activities of State or local government
25 employees whose principal employment is in connection with an activity financed in whole or in part by this
26 federal assistance.
27
28
E-4
Exhibit E
1 12. False Statements. Subrecipient understands that making false statements or claims in connection
2 with this award is a violation of federal law and may result in criminal, civil, or administrative sanctions,
3 including fines, imprisonment , civil damages and penalties, debarment from participating in federal awards
4 or contracts, and/or any other remedy available by law.
5
6 13. Publications. Any publications produced with funds from this award must display the following
7 language: "This project [is being] [was] supported, in whole or in part, by federal award number SLFRP
8 3678 awarded to County of Fresno by the U.S. Department of the Treasury."
9
10 14. Debts Owed the Federal Government.
11 a) Any funds paid to Subrecipient(1) in excess of the amount to which Subrecipient is finally
12 determined to be authorized to retain under the terms of this award; (2) that are determined by the
13 Treasury Office of Inspector General to have been misused; or(3)that are determined by Treasury
14 to be subject to a repayment obligation pursuant to sections 602(e) and 603(b)(2)(D)of the Act and
15 have not been repaid by Subrecipient shall constitute a debt to the federal government.
16 b) Any debts determined to be owed the federal government must be paid promptly by Subrecipient. A
17 debt is delinquent if it has not been paid by the date specified in Treasury's initial written demand for
18 payment, unless other satisfactory arrangements have been made or if the Subrecipient knowingly
19 or improperly retains funds that are a debt as defined in paragraph 14(a). Treasury will take any
20 actions available to it to collect such a debt.
21
22 15. Disclaimer.
23 a) The United States expressly disclaims any and all responsibility or liability to Subrecipient or third
24 persons for the actions of Subrecipient or third persons resulting in death, bodily injury, property
25 damages, or any other losses resulting in any way from the performance of this award or any
26 contract, or subcontract under this award.
27
28
E-5
Exhibit E
1 b) The acceptance of this award by Subrecipient does not in any way establish an agency relationship
2 between the United States and Subrecipient.
3
4 16. Protections for Whistleblowers.
5 a) In accordance with 41 U.S.C. §4712, Subrecipient may not discharge, demote, or otherwise
6 discriminate against an employee in reprisal for disclosing to any of the list of persons or entities
7 provided below, information that the employee reasonably believes is evidence of gross
8 mismanagement of a federal contract or grant, a gross waste of federal funds, an abuse of authority
9 relating to a federal contract or grant, a substantial and specific danger to public health or safety, or
10 a violation of law, rule, or regulation related to a federal contract (including the competition for or
11 negotiation of a contract)or grant.
12 b) The list of persons and entities referenced in the paragraph above includes the following:
13 i. A member of Congress or a representative of a committee of Congress;
14 ii. An Inspector General;
15 iii. The Government Accountability Office;
16 iv. A Treasury employee responsible for contract or grant oversight or management;
17 V. An authorized official of the Department of Justice or other law enforcement agency;
18 vi. A court or grand jury; or
19 vii. A management official or other employee of Subrecipient, contractor, or subcontractor who
20 has the responsibility to investigate, discover, or address misconduct.
21 c) Subrecipient shall inform its employees in writing of the rights and remedies provided under this
22 section, in the predominant native language of the workforce.
23
24 17. Increasing Seat Belt Use in the United States. Pursuant to Executive Order 13043, 62 FIR 19217
25 (Apr. 18, 1997), Subrecipient should encourage its contractors to adopt and enforce on-the-job seat belt
26 policies and programs for their employees when operating company-owned, rented or personally owned
27 vehicles.
28
E-6
Exhibit E
1
2 18. Reducing Text Messaging While Driving. Pursuant to Executive Order 13513, 74 FR 51225 (Oct. 6,
3 2009), Subrecipient should encourage its employees, subrecipients, and contractors to adopt and enforce
4 policies that ban text messaging while driving, and Subrecipient should establish workplace safety policies
5 to decrease accidents caused by distracted drivers.
6
7
8 ASSURANCES OF COMPLIANCE WITH CIVIL RIGHTS REQUIREMENTS
9 ASSURANCES OF COMPLIANCE WITH TITLE VI OF THE CIVIL RIGHTS ACT OF 1964
10
11 As a condition of receipt of federal financial assistance from the Department of the Treasury, the
12 Subrecipient provides the assurances stated herein. The federal financial assistance may include federal
13 grants, loans, and contracts to provide assistance to the Subrecipient's beneficiaries, the use or rent of
14 Federal land or property at below market value, Federal training, a loan of Federal personnel, subsidies,
15 and other arrangements with the intention of providing assistance. Federal financial assistance does not
16 encompass contracts of guarantee or insurance, regulated programs, licenses, procurement contracts by
17 the Federal government at market value, or programs that provide direct benefits.
18 The assurances apply to all federal financial assistance from, or funds made available through the
19 Department of the Treasury, including any assistance that the Subrecipient may request in the future.
20 The Civil Rights Restoration Act of 1987 provides that the provisions of the assurances apply to all of
21 the operations of the Subrecipient's program(s) and activity(ies), so long as any portion of the
22 Subrecipient's program(s) or activity(ies) is federally assisted in the manner prescribed above.
23
24 1. Subrecipient ensures its current and future compliance with Title VI of the Civil Rights Act of 1964,
25 as amended, which prohibits exclusion from participation, denial of the benefits of, or subjection to
26 discrimination under programs and activities receiving federal financial assistance, of any person in
27 the United States on the ground of race, color, or national origin (42 U.S.C. § 2000d et seq.), as
28
E-7
Exhibit E
1 implemented by the Department of the Treasury Title VI regulations at 31 CFR Part 22 and other
2 pertinent executive orders such as Executive Order 13166, directives, circulars, policies,
3 memoranda, and/or guidance documents.
4 2. Subrecipient acknowledges that Executive Order 13166, "Improving Access to Services for Persons
5 with Limited English Proficiency," seeks to improve access to federally assisted programs and
6 activities for individuals who, because of national origin, have Limited English proficiency(LEP).
7 Subrecipient understands that denying a person access to its programs, services, and activities
8 because of LEP is a form of national origin discrimination prohibited under Title VI of the Civil Rights
9 Act of 1964 and the Department of the Treasury's implementing regulations. Accordingly,
10 Subrecipient shall initiate reasonable steps, or comply with the Department of the Treasury's
11 directives, to ensure that LEP persons have meaningful access to its programs, services, and
12 activities. Subrecipient understands and agrees that meaningful access may entail providing
13 language assistance services, including oral interpretation and written translation where necessary,
14 to ensure effective communication in the Subrecipient's programs, services, and activities.
15 3. Subrecipient agrees to consider the need for language services for LEP persons when Subrecipient
16 develops applicable budgets and conducts programs, services, and activities. As a resource, the
17 Department of the Treasury has published its LEP guidance at 70 FR 6067. For more information
18 on taking reasonable steps to provide meaningful access for LEP persons, please visit
19 http://www.lep.gov.
20 4. Subrecipient acknowledges and agrees that compliance with the assurances constitutes a condition
21 of continued receipt of federal financial assistance and is binding upon Subrecipient and
22 Subrecipient's successors, transferees, and assignees for the period in which such assistance is
23 provided.
24 5. Subrecipient acknowledges and agrees that it must require any sub-grantees, contractors,
25 subcontractors, successors, transferees, and assignees to comply with assurances 1-4 above, and
26 agrees to incorporate the following language in every contract or agreement subject to Title VI and
27
28
E-8
Exhibit E
1 its regulations between the Subrecipient and the Subrecipient's sub-grantees, contractors,
2 subcontractors, successors, transferees, and assignees:
3 The sub-grantee, contractor, subcontractor, successor, transferee, and assignee shall
4 comply with Title Vl of the Civil Rights Act of 1964, which prohibits subrecipients of federal
5 financial assistance from excluding from a program or activity, denying benefits of, or
6 otherwise discriminating against a person on the basis of race, color, or national origin (42
7 U.S.C. § 2000d et seq.), as implemented by the Department of the Treasury's Title Vl
8 regulations, 31 CFR Part 22, which are herein incorporated by reference and made a part of
9 this contract(or agreement). Title VI also includes protection to persons with "Limited
10 English Proficiency"in any program or activity receiving federal financial assistance, 42
11 U.S.C. § 2000d et seq., as implemented by the Department of the Treasury's Title VI
12 regulations, 31 CFR Part 22, and herein incorporated by reference and made a part of this
13 contract or agreement.
14 6. Subrecipient understands and agrees that if any real property or structure is provided or improved
15 with the aid of federal financial assistance by the Department of the Treasury, this assurance
16 obligates the Subrecipient, or in the case of a subsequent transfer, the transferee, for the period
17 during which the real property or structure is used for a purpose for which the federal financial
18 assistance is extended or for another purpose involving the provision of similar services or benefits.
19 If any personal property is provided, this assurance obligates the Subrecipient for the period during
20 which it retains ownership or possession of the property.
21 7. Subrecipient shall cooperate in any enforcement or compliance review activities by the Department
22 of the Treasury of the aforementioned obligations. Enforcement may include investigation,
23 arbitration, mediation, litigation, and monitoring of any settlement agreements that may result from
24 these actions. The Subrecipient shall comply with information requests, on-site compliance reviews
25 and reporting requirements.
26 8. Subrecipient shall maintain a complaint log and inform the Department of the Treasury of any
27 complaints of discrimination on the grounds of race, color, or national origin, and limited English
28
E-9
Exhibit E
1 proficiency covered by Title VI of the Civil Rights Act of 1964 and implementing regulations and
2 provide, upon request, a list of all such reviews or proceedings based on the complaint, pending or
3 completed, including outcome. Subrecipient also must inform the Department of the Treasury if
4 Subrecipient has received no complaints under Title VI.
5 9. Subrecipient must provide documentation of an administrative agency's or court's findings of non-
6 compliance of Title VI and efforts to address the non-compliance, including any voluntary
7 compliance or other agreements between the Subrecipient and the administrative agency that
8 made the finding. If the Subrecipient settles a case or matter alleging such discrimination, the
9 Subrecipient must provide documentation of the settlement. If Subrecipient has not been the subject
10 of any court or administrative agency finding of discrimination, please so state.
11 10. If the Subrecipient makes sub-awards to other agencies or other entities, the Subrecipient is
12 responsible for ensuring that sub-recipients also comply with Title VI and other applicable
13 authorities covered in this document. State agencies that make sub-awards must have in place
14 standard grant assurances and review procedures to demonstrate that they are effectively
15 monitoring the civil rights compliance of subrecipients.
16 The United States of America has the right to seek judicial enforcement of the terms of this assurances
17 document, and nothing in this document alters or limits the federal enforcement measures that the United
18 States may take in order to address violations of this document or applicable federal law.
19
20
21
22
23
24
25
26
27
28
E-10
Exhibit F
Health Insurance Portability and Accountability Act (HIPAA)
1. The County is a "Covered Entity," and the Contractor is a "Business Associate," as
these terms are defined by 45 CFR 160.103. In connection with providing services under the
Agreement, the parties anticipate that the Contractor will create and/or receive Protected Health
Information ("PHI")from or on behalf of the County. The parties enter into this Business Associate
Agreement (BAA)to comply with the Business Associate requirements of HIPAA, to govern the
use and disclosures of PHI under this Agreement. "HIPAA Rules" shall mean the Privacy, Security,
Breach Notification, and Enforcement Rules at 45 CFR Parts 160 and 164.
The parties to this Agreement shall be in strict conformance with all
applicable federal and State of California laws and regulations, including, but not limited to
California Welfare and Institutions Code sections 5328, 10850, and 14100.2 et seq.; 42 CFR 2; 42
CFR 431; California Civil Code section 56 et seq.; the Health Insurance Portability and
Accountability Act of 1996, as amended ("HIPAA"), including, but not limited to, 45 CFR Parts160,
45 CFR 162, and 45 CFR 164; the Health Information Technology for Economic and Clinical
Health Act ("HITECH") regarding the confidentiality and security of patient information, including,
but not limited to 42 USC 17901 et seq.; and the Genetic Information Nondiscrimination Act
("GINA") of 2008 regarding the confidentiality of genetic information.
Except as otherwise provided in this Agreement, the Contractor, as a business associate
of the County, may use or disclose Protected Health Information ("PHI") to perform functions,
activities or services for or on behalf of the County, as specified in this Agreement, provided that
such use or disclosure shall not violate HIPAA Rules. The uses and disclosures of PHI may not
be more expansive than those applicable to the County, as the "Covered Entity" under the
HIPAA Rules, except as authorized for management, administrative or legal responsibilities of
the Contractor.
2. The Contractor, including its subcontractors and employees, shall protect from
unauthorized access, use, or disclosure of names and other identifying information, including
genetic information, concerning persons receiving services pursuant to this Agreement, except
where permitted in order to carry out data aggregation purposes for health care operations [45
F-1
Exhibit F
Health Insurance Portability and Accountability Act (HIPAA)
CFR §§ 164.504(e)(2)(i), 164.504(e)(2)(ii)(A), and 164.504(e)(4)(i)]. This pertains to any and all
persons receiving services pursuant to a County-funded program. This requirement applies to
electronic PHI. The Contractor shall not use such identifying information or genetic information for
any purpose other than carrying out the Contractor's obligations under this Agreement.
3. The Contractor, including its subcontractors and employees, shall not disclose any
such identifying information or genetic information to any person or entity, except as otherwise
specifically permitted by this Agreement, authorized by Subpart E of 45 CFR Part 164 or other law,
required by the Secretary of the United States Department of Health and Human Services
("Secretary"), or authorized by the client/patient in writing. In using or disclosing PHI that is
permitted by this Agreement or authorized by law, the Contractor shall make reasonable efforts to
limit PHI to the minimum necessary to accomplish intended purpose of use, disclosure or request.
4. For purposes of the above sections, identifying information shall include, but not be
limited to, name, identifying number, symbol, or other identifying particular assigned to the
individual, such as fingerprint or voiceprint, or photograph.
5. For purposes of the above sections, genetic information shall include genetic tests
of family members of an individual or individual(s), manifestation of disease or disorder of family
members of an individual, or any request for or receipt of genetic services by individual or family
members. Family member means a dependent or any person who is first, second, third, or fourth
degree relative.
6. The Contractor shall provide access, at the request of the County, and in the time
and manner designated by the County, to PHI in a designated record set(as defined in 45 CFR §
164.501), to an individual or to COUNTY in order to meet the requirements of 45 CFR§ 164.524
regarding access by individuals to their PHI. With respect to individual requests, access shall be
provided within thirty (30) days from request. Access may be extended if the Contractor cannot
provide access and provides the individual with the reasons for the delay and the date when
access may be granted. PHI shall be provided in the form and format requested by the individual
or the County.
F-2
Exhibit F
Health Insurance Portability and Accountability Act (HIPAA)
The Contractor shall make any amendment(s) to PHI in a designated record set at the
request of the County or individual, and in the time and manner designated by the County in
accordance with 45 CFR § 164.526.
The Contractor shall provide to the County or to an individual, in a time and manner
designated by the County, information collected in accordance with 45 CFR § 164.528, to permit
the County to respond to a request by the individual for an accounting of disclosures of PHI in
accordance with 45 CFR § 164.528.
7. The Contractor shall report to the County, in writing, any knowledge or
reasonable belief that there has been unauthorized access, viewing, use, disclosure, security
incident, or breach of unsecured PHI not permitted by this Agreement of which the Contractor
becomes aware, immediately and without reasonable delay and in no case later than two (2)
business days of discovery. Immediate notification shall be made to the County's Information
Security Officer and Privacy Officer and the County's Department of Public Health ("DPH")
HIPAA Representative, within two (2) business days of discovery. The notification shall include,
to the extent possible, the identification of each individual whose unsecured PHI has been, or is
reasonably believed to have been, accessed, acquired, used, disclosed, or breached. The
Contractor shall take prompt corrective action to cure any deficiencies and any action pertaining
to such unauthorized disclosure required by applicable federal and State laws and regulations.
The Contractor shall investigate such breach and is responsible for all notifications required by
law and regulation or deemed necessary by the County and shall provide a written report of the
investigation and reporting required to the County's Information Security Officer and Privacy
Officer and the County's DPH HIPAA Representative.
This written investigation and description of any reporting necessary shall be
postmarked within the thirty (30) working days of the discovery of the breach to the addresses
below:
County of Fresno County of Fresno County of Fresno
Department of Public Health Department of Public Health Department of Internal
HIPAA Representative Privacy Officer Services
(559) 600-6439 (559) 600-6405 Information Security Officer
F-3
Exhibit F
Health Insurance Portability and Accountability Act (HIPAA)
P.O. Box 11867 P.O. Box 11867 (559) 600-5800
Fresno, California 93775 Fresno, California 93775 333 W. Pontiac Way
Clovis, California 93612
8. The Contractor shall make its internal practices, books, and records relating to
the use and disclosure of PHI received from the county, or created or received by the Contractor
on behalf of the County, in compliance with Parts the HIPAA Rules. The Contractor shall make
its internal practices, books, and records relating to the use and disclosure of PHI received from
the County, or created or received by the Contractor on behalf of the County, available to the
Secretary upon demand.
The Contractor shall cooperate with the compliance and investigation reviews conducted
by the Secretary. PHI access to the Secretary must be provided during the Contractor's normal
business hours; however, upon exigent circumstances access at any time must be granted.
Upon the Secretary's compliance or investigation review, if PHI is unavailable to the Contractor
and in possession of a subcontractor of the Contractor, the Contractor must certify to the
Secretary its efforts to obtain the information from the subcontractor.
9. Safeguards
The Contractor shall implement administrative, physical, and technical safeguards as
required by the HIPAA Security Rule, Subpart C of 45 CFR Part 164, that reasonably and
appropriately protect the confidentiality, integrity, and availability of PHI, including electronic
PHI, that it creates, receives, maintains or transmits on behalf of the County and to prevent
unauthorized access, viewing, use, disclosure, or breach of PHI other than as provided for by
this Agreement. The Contractor shall conduct an accurate and thorough assessment of the
potential risks and vulnerabilities to the confidentiality, integrity and availability of electronic PHI.
The Contractor shall develop and maintain a written information privacy and security program
that includes administrative, technical and physical safeguards appropriate to the size and
complexity of the Contractor's operations and the nature and scope of its activities. Upon the
County's request, the Contractor shall provide the County with information concerning such
safeguards.
The Contractor shall implement strong access controls and other security safeguards
F-4
Exhibit F
Health Insurance Portability and Accountability Act (HIPAA)
and precautions in order to restrict logical and physical access to confidential, personal (e.g.,
PHI) or sensitive data to authorized users only. Said safeguards and precautions shall include
the following administrative and technical password controls for all systems used to process or
store confidential, personal, or sensitive data:
A. Passwords must not be:
(1) Shared or written down where they are accessible or recognizable by anyone
else; such as taped to computer screens, stored under keyboards, or visible
in a work area;
(2) A dictionary word; or
(3) Stored in clear text
B. Passwords must be:
(1) Eight (8) characters or more in length;
(2) Changed every ninety (90) days;
(3) Changed immediately if revealed or compromised; and
(4) Composed of characters from at least three (3) of the following four (4)
groups from the standard keyboard:
a) Upper case letters (A-Z);
b) Lowercase letters (a-z);
c) Arabic numerals (0 through 9); and
d) Non-alphanumeric characters (punctuation symbols).
The Contractor shall implement the following security controls on each workstation or
portable computing device (e.g., laptop computer) containing confidential, personal, or sensitive
data:
1. Network-based firewall and/or personal firewall;
2. Continuously updated anti-virus software; and
3. Patch management process including installation of all operating system/software
vendor security patches.
The Contractor shall utilize a commercial encryption solution that has received FIPS
F-5
Exhibit F
Health Insurance Portability and Accountability Act (HIPAA)
140-2 validation to encrypt all confidential, personal, or sensitive data stored on portable
electronic media (including, but not limited to, compact disks and thumb drives) and on portable
computing devices (including, but not limited to, laptop and notebook computers).
The Contractor shall not transmit confidential, personal, or sensitive data via e-mail or
other internet transport protocol unless the data is encrypted by a solution that has been
validated by the National Institute of Standards and Technology (NIST) as conforming to the
Advanced Encryption Standard (AES) Algorithm. The Contractor must apply appropriate
sanctions against its employees who fail to comply with these safeguards. The Contractor must
adopt procedures for terminating access to PHI when employment of employee ends.
10. Mitigation of Harmful Effects
The Contractor shall mitigate, to the extent practicable, any harmful effect that is
suspected or known to the Contractor of an unauthorized access, viewing, use, disclosure, or
breach of PHI by the Contractor or its subcontractors in violation of the requirements of these
provisions. The Contractor must document suspected or known harmful effects and the
outcome.
11. The Contractor's Subcontractors
The Contractor shall ensure that any of its contractors, including subcontractors, if
applicable, to whom the Contractor provides PHI received from or created or received by the
Contractor on behalf of the County, agree to the same restrictions, safeguards, and conditions
that apply to the Contractor with respect to such PHI and to incorporate, when applicable, the
relevant provisions of these provisions into each subcontract or sub-award to such agents or
subcontractors.
Nothing in this section 11 or this Exhibit F authorizes the Contractor to perform services
under this Agreement using subcontractors.
12. Employee Training and Discipline
The Contractor shall train and use reasonable measures to ensure compliance with the
requirements of these provisions by employees who assist in the performance of functions or
activities on behalf of the County under this Agreement and use or disclose PHI, and discipline
F-6
Exhibit F
Health Insurance Portability and Accountability Act (HIPAA)
such employees who intentionally violate any provisions of these provisions, which may include
termination of employment.
13. Termination for Cause
Upon the County's knowledge of a material breach of these provisions by the Contractor,
the County will either:
A. Provide an opportunity for the Contractor to cure the breach or end the
violation, and the County may terminate this Agreement if the Contractor does not cure the
breach or end the violation within the time specified by the County; or
B. Immediately terminate this Agreement if the Contractor has breached a
material term of this Exhibit F and cure is not possible, as determined by the County.
C. If neither cure nor termination is feasible, the County's Privacy Officer will
report the violation to the Secretary of the U.S. Department of Health and Human Services.
14. Judicial or Administrative Proceedings
The County may terminate this Agreement if: (1) the Contractor is found guilty in a
criminal proceeding for a violation of the HIPAA Privacy or Security Laws or the HITECH Act; or
(2) there is a finding or stipulation in an administrative or civil proceeding in which the Contractor
is a party that the Contractor has violated a privacy or security standard or requirement of the
HITECH Act, HIPAA or other security or privacy laws.
15. Effect of Termination
Upon termination or expiration of this Agreement for any reason, the Contractor shall
return or destroy all PHI received from the County (or created or received by the Contractor on
behalf of the County) that the Contractor still maintains in any form, and shall retain no copies of
such PHI. If return or destruction of PHI is not feasible, the Contractor shall continue to extend
the protections of these provisions to such information, and limit further use of such PHI to those
purposes that make the return or destruction of such PHI infeasible. This provision applies to
PHI that is in the possession of subcontractors or agents, if applicable, of the Contractor. If the
Contractor destroys the PHI data, a certification of date and time of destruction shall be
provided to the County by the Contractor.
F-7
Exhibit F
Health Insurance Portability and Accountability Act (HIPAA)
16. Compliance with Other Laws
15.16 To the extent that other state and/or federal laws provide additional, stricter
and/or more protective privacy and/or security protections to PHI or other confidential
information covered under this BAA, the Contractor agrees to comply with the more protective of
the privacy and security standards set forth in the applicable state or federal laws to the extent
such standards provide a greater degree of protection and security than HIPAA Rules or are
otherwise more favorable to the individual.
17. Disclaimer
The County makes no warranty or representation that compliance by the Contractor with
these provisions, the HITECH Act, or the HIPAA Rules, will be adequate or satisfactory for the
Contractor's own purposes or that any information in the Contractor's possession or control, or
transmitted or received by the Contractor, is or will be secure from unauthorized access,
viewing, use, disclosure, or breach. The Contractor is solely responsible for all decisions made
by the Contractor regarding the safeguarding of PHI.
18. Amendment
The parties acknowledge that Federal and State laws relating to electronic data security
and privacy are rapidly evolving and that amendment of this Exhibit F may be required to
provide for procedures to ensure compliance with such developments. The parties specifically
agree to take such action as is necessary to amend this agreement in order to implement the
standards and requirements of the HIPAA Rules, the HITECH Act and other applicable laws
relating to the security or privacy of PHI. The County may terminate this Agreement upon thirty
(30) days written notice in the event that the Contractor does not enter into an amendment
providing assurances regarding the safeguarding of PHI that the County in its sole discretion,
deems sufficient to satisfy the standards and requirements of the HIPAA Rules, and the
HITECH Act.
19. No Third-Party Beneficiaries
Nothing expressed or implied in the provisions of this Exhibit F is intended to confer, and
nothing in this Exhibit F does confer, upon any person other than the County or the Contractor
F-8
Exhibit F
Health Insurance Portability and Accountability Act (HIPAA)
and their respective successors or assignees, any rights, remedies, obligations or liabilities
whatsoever.
20. Interpretation
The provisions of this Exhibit F shall be interpreted as broadly as necessary to
implement and comply with the HIPAA Rules, and applicable State laws. The parties agree that
any ambiguity in the terms and conditions of these provisions shall be resolved in favor of a
meaning that complies and is consistent with the HIPAA Rules.
21. Regulatory References
A reference in the terms and conditions of these provisions to a section in the HIPAA
Rules means the section as in effect or as amended.
22. Survival
The respective rights and obligations of the Contractor as stated in this Exhibit F survive
the termination or expiration of this Agreement.
23. No Waiver of Obligation
Change, waiver or discharge by the County of any liability or obligation of the Contractor
under this Exhibit F on any one or more occasions is not a waiver of performance of any
continuing or other obligation of the Contractor and does not prohibit enforcement by the County
of any obligation on any other occasion.
F-9
Exhibit G
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.
(E) Molestation Liability. Sexual abuse / molestation liability insurance with limits of not
less than Two Million Dollars ($2,000,000) per occurrence, with an annual aggregate of
Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis.
(F) Cyber Liability. Cyber liability insurance with limits of not less than Two Million Dollars
($2,000,000) per occurrence. Coverage must include claims involving Cyber Risks. The
cyber liability policy must be endorsed to cover the full replacement value of damage to,
alteration of, loss of, or destruction of intangible property (including but not limited to
information or data) that is in the care, custody, or control of the Contractor.
Definition of Cyber Risks. "Cyber Risks" include but are not limited to (i) Security
Breach, which may include Disclosure of Personal Information to an Unauthorized Third
Party; (ii) data breach; (iii) breach of any of the Contractor's obligations under [identify
the Article, section, or exhibit containing data security obligations] of this Agreement; (iv)
system failure; (v) data recovery; (vi) failure to timely disclose data breach or Security
Breach; (vii) failure to comply with privacy policy; (viii) payment card liabilities and costs;
(ix) infringement of intellectual property, including but not limited to infringement of
copyright, trademark, and trade dress; (x) invasion of privacy, including release of
private information; (xi) information theft; (xii) damage to or destruction or alteration of
electronic information; (xiii) cyber extortion; (xiv) extortion related to the Contractor's
obligations under this Agreement regarding electronic information, including Personal
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Exhibit G
Information; (xv) fraudulent instruction; (xvi) funds transfer fraud; (xvii) telephone fraud;
(xviii) network security; (xix) data breach response costs, including Security Breach
response costs; (xx) regulatory fines and penalties related to the Contractor's obligations
under this Agreement regarding electronic information, including Personal Information;
and (xxi) credit monitoring expenses.
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 of Fresno, Department of Public Health, P.O.
Box 11867, Fresno, CA 93775, Attention: Contracts Section —6` Floor, or email,
DPHContracts@fresnocountyca.gov, 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.
(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.
(iv) The cyber liability insurance certificate must also state that it is endorsed, and
include an endorsement, to cover the full replacement value of damage to,
alteration of, loss of, or destruction of intangible property (including but not limited
to information or data) that is in the care, custody, or control of the Contractor.
(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
G-2
Exhibit G
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
charges against any amounts owed by the County to the Contractor under this
Agreement.
(G)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.
G-3
Exhibit H
Self-Dealing Transaction Disclosure Form
In order to conduct business with the County of Fresno ("County"), members of a
contractor's board of directors ("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 used 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.
The form must be signed by the board member that is involved in the self-dealing
transaction described in Sections (3) and (4).
H-1
Exhibit H
(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:
H-2