MARICOPA_CDCF MOA_FINAL_52223.PDF
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FEDERAL MEMORANDUM OF AGREEMENT
Page 1 of 9
Revised May 2023
Organization Name:
Maricopa County Department of Public Health
Project Description:
Negotiated Indirect Cost Rate Agreement (NICRA) Staff Positions
Agreement Number:
TBD
Term:
07/01/2023-06/30/2024
Maximum Payable Amount:
$188,755.59
1. PURPOSE. The National Foundation for the Centers of Disease Control and Prevention, Inc. (“CDC
Foundation” and Maricopa County Department of Public Health (MCDPH) (“the Jurisdiction”) hereby
enter into this Memorandum of Agreement (“Agreement”).
2. SCOPE OF SERVICES. The parties are responsible for the obligations, responsibilities, and services
set forth in this Agreement:
2.1. Under the terms of this Agreement, the Jurisdiction shall be responsible for the following:
a.
The Jurisdiction is responsible for providing a configured laptop operational for the CDC
Foundation employee(s) hereunder.
b.
Notify the CDC Foundation if concerns arise regarding the CDC Foundation employees’
ability to complete designated project assignments.
c.
For CDC Foundation staff required to report to the Jurisdiction worksite, the Jurisdiction
agrees to provide an on-site workspace, where applicable, so that assigned CDC
Foundation employees can perform the duties identified in this Agreement, in furtherance
of the Jurisdiction and the CDC Foundation’s goals and mission. For CDC Foundation staff
working remotely, The Jurisdiction agrees to provide a laptop, software, and supplies so
that assigned CDC Foundation employees can perform the duties identified in this
Agreement, in furtherance of the Jurisdiction and CDC the Foundation’s goals and mission.
d.
Provide access to the Jurisdiction facilities and resources to support the project; and as
may be required or necessary, provide the CDC Foundation employees with the following
amenities: printer access, copy machine access, meeting room access, kitchen/breakroom
access, clearance to enter the Central Office, and parking.
e.
Provide the assigned CDC Foundation staff access to the requisite laptops, computer
applications and/or databases utilized by employees at the Jurisdiction.
f.
Provide the CDC Foundation staff with any clearance and access necessary to accomplish
duties consistent with the project.
g.
The Jurisdiction will communicate immediately to CDC Foundation staff’s supervisor
regarding any issues with performance and conduct requiring managerial oversight or
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FEDERAL MEMORANDUM OF AGREEMENT
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Revised May 2023
intervention. CDC Foundation supervisor will address all reported issues, to improve/rectify
the issues.
h.
Provide regular and ongoing technical guidance and training necessary to carry out their
duties related to the support of the Jurisdiction’s operations; training must also include
safety training regarding the use of the Jurisdiction’s office.
i.
CDC Foundation staff should only work within the scope of their job description, and as
such, the Jurisdiction will not request or allow CDC Foundation staff to perform work not
otherwise incorporated within their job description. Any modifications to CDC Foundation
staff duties or job descriptions require written approval by both the CDC Foundation and
the Jurisdiction.
j.
Ensure the safety of CDC Foundation employees, including requiring and utilizing safe
infection prevention control practices, such as proper personal protective equipment, as
set forth by the CDC; and inform the CDC Foundation of CDC Foundation employees that
fall ill.
k.
The Jurisdiction will work collaboratively with CDC Foundation staff to create and foster a
professional, respectful, and productive work environment.
2.2. Under the terms of this Agreement, the CDC Foundation shall be responsible for the following:
a.
Be responsible for coordinating the following direct positions: Federal Budget Analyst,
Federal Grants Manager, HR Generalist, Program Manager, Senior Program Manager,
Emergency Response Senior Portfolio Manager and Epidemiologist(s);
b.
Assign employee(s) to work from the MCDPH Office address, another location, or remotely;
c.
Provide administrative and managerial oversight of CDC Foundation staff, as well as the
responsibility to oversee related administrative documents. MCDPH is responsible for all
costs associated with information technology, infrastructure, training, and equipment
related to the project, human resources support and training materials for successful
onboarding; including, but not limited to information regarding benefits, instructions for the
completion of timesheets and requests for leave;
d.
Attend and complete MCDPH trainings necessary to carry out their duties contained within
this Contract;
e.
Work collaboratively with colleagues in the MCDPH’s office to create and foster a
professional, respectful, and productive work environment;
f.
Comply with the CDC Foundation’s established travel policies and procedures;
g.
At all times be considered an employee of the CDC Foundation with all the legal rights,
responsibilities and obligations that apply; and
h.
Agree to work solely on activities related to this Contract. Staff will keep accurate records
of their time and activities for the duration of the project and agree to immediately report
any activities assigned outside the scope of this Contract to the CDC Foundation.
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FEDERAL MEMORANDUM OF AGREEMENT
Page 3 of 9
Revised May 2023
3. TERM AND TERMINATION
3.1. Term. This Agreement is effective on July 01, 2023 (“Effective Date”) and will terminate on
June 30, 2024 (“Termination Date”). This agreement may be extended for additional terms. Any
changes to the terms shall be agreed to in writing by both parties.
3.2. Termination.
a.
Either party may terminate this Agreement by providing thirty (30) days written notice of
termination to the other party. Upon either Party’s termination, any uncommitted funds
previously delivered to the CDC Foundation will be returned to the Jurisdiction after all
commitments and liabilities have been satisfied.
b.
Either party may terminate this Agreement for cause, default, or negligence at any time,
without thirty (30) days advance written notice. The party initiating the termination may,
at its option, allow the other party a reasonable time to cure the default before
termination.
4. BUDGET. The Jurisdiction will provide funds in the amount as set forth in the Budget contained in
Attachment A. The CDC Foundation will provide an invoice to the Jurisdiction on the twentieth (20th)
day of each month. This Agreement uses an expenditure invoice and is a cost-reimbursable contract.
All invoices will be sent via email to: Rebecca.Bustillos@Maricopa.gov. The Jurisdiction will issue
payment to the CDC Foundation within thirty (30) days after receipt of each invoice. All payments will
be made to the CDC Foundation via ACH.
5. REPORTING. The CDC Foundation will provide The Jurisdiction with fiscal and narrative reports on
an annual basis, as well as a final report upon Termination of this Agreement. All narrative reports
must detail the impact of having CDC Foundation employees at the Jurisdiction and how the CDC
Foundation employees supported the workforce staffing positions at the Jurisdiction. The final report
will be due within 60 days of Termination of this Agreement.
6. CONFIDENTIALITY. The CDC Foundation will comply with all confidentiality obligations under
federal and state laws and the Jurisdiction’s policies and requirements including but not limited to the
Federal Educational Rights and Privacy Act, 20 U.S.C. §1232g, and the Health Insurance Portability
and Accountability Act (HIPAA), Public Law 104-92, as amended, and regulations (45 CFR Parts 160
and 164), as applicable. Confidential Information means information known or maintained in any
form, whether recorded or not, consisting of protected health information, other health information,
personal information, personal identifying information, confidential business information, and any
other information required by law to be treated as confidential, designated as confidential by Enter
Name of Company, or known or believed by the CDC Foundation or the CDC Foundation’s employee
or agent to be claimed as confidential or entitled to confidential treatment.
The CDC Foundation will not:
a. access, view, use, or disclose confidential information without written authorization from the
Jurisdiction;
b. discuss Confidential Information obtained during its relationship with the Jurisdiction with any
other person or in any location outside of its area of responsibility in the Jurisdiction; or
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FEDERAL MEMORANDUM OF AGREEMENT
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Revised May 2023
c. make any unauthorized copy of confidential information or remove or transfer this information
to any unauthorized location or media.
The CDC Foundation will direct any request it receives for Confidential Information obtained through
performance of services under this Agreement, including a subpoena, litigation discovery request,
court order, or Freedom of Information Act request, to the Jurisdiction’s Contracts Manager and/or
the Jurisdiction’s Office of General Counsel as soon as possible. If the CDC Foundation discloses
Confidential Information pursuant to a properly completed authorization or legal process, order or
requirement, the CDC Foundation must document the disclosure and make the documentation and
authorization available for the Jurisdictions inspection and audit.
The CDC Foundation will immediately notify the Jurisdiction’s Company Compliance Officer at
602.506.6886, Cheryl.Bucalo@Maricopa.gov of any unauthorized use or disclosure of Confidential
Information received under this Agreement. The CDC Foundation will promptly notify the Jurisdiction
of any suspected or actual breach of security of an individual’s personal identifying information under
applicable law.
The CDC Foundation’s obligations under this provision and any other agreements concerning
confidentiality shall survive termination, cancellation, or expiration of the Agreement.
7. ENTIRE AGREEMENT AND MODIFICATION. This Agreement and Attachment(s) constitute the
full and entire understanding and agreement of the parties regarding the subject matter of this
Agreement, and supersede all prior agreements and understandings, written or oral, between the
Parties with respect to the subjects hereof. This Agreement may not be amended except by written
agreement between both parties. In the event of a conflict between this Agreement and the terms
and conditions of any other legal instrument, the terms and conditions of this Agreement shall prevail
and be binding upon the parties.
8. INDEMNIFICATION. Both parties agree to defend, indemnify and hold harmless the other party and
each of its officers, directors, employees and agents, from and against any and all claims, liabilities,
losses and expenses directly or indirectly, wholly or partially, arising from or in connection with any act
or omission of the CDC Foundation or the Jurisdiction or its employees or agents in providing, applying
for or accepting the Agreement except to the extent that such claims, liabilities, losses or expenses
arise from the intentional misconduct of either Party.
9. NO AGENCY RELATIONSHIP. Neither party is an employee, agent, partner, or joint ventures of the
other. Neither party has the right or authority to control or direct the activities of the other; the right
or ability to bind the other to any agreement with a third party; or the right to incur any obligation or
liability on behalf of the other party, unless expressly authorized in this Agreement.
10. PUBLICITY. The CDC Foundation and the Jurisdiction shall be entitled to review and approve the
text of any proposed publicity relating to the project or referencing the parties, prior to its release.
Neither party shall use the name, logo, likeness, trademarks, image, or other intellectual property of
the other party for any advertising, marketing, endorsement, or any other purposes without the
expressed, written consent of an authorized representative of the party.
11. ANTI-TERRORISM STATEMENT. The Jurisdiction hereby certifies that it does not advocate, support,
assist or engage in, and has not advocated, supported, assisted, or engaged in, any illegal or terrorist
activity. The Jurisdiction further certifies that it does not employ, support, assist or otherwise associate
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FEDERAL MEMORANDUM OF AGREEMENT
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Revised May 2023
with any entities, organizations, or individuals that the Jurisdiction knows, or has reason to know,
support terrorism, or that appear on any official terrorist lists published by the Jurisdiction of the
Treasury Office of Foreign Assets Control Specially Designated Nationals List (OFAC SDN).
12. INSURANCE. Each party will maintain general liability insurance and workers compensation
insurance; and may be required to provide the other party with satisfactory evidence of such coverage.
Neither party will provide individual coverage for the other party’s employees, with each party being
responsible for coverage of its employees.
13. COMPLIANCE WITH LAWS. CDC Foundation and MCDPH shall comply with all applicable laws and
regulations in the performance of this Agreement.
14. NOTICES AND REPORTS. Any communication required to be given by either party to this Agreement
shall be in writing and shall be delivered by hand; by registered or certified mail, postage prepaid; by
courier or nationally recognized overnight carrier; or by confirmed facsimile transmission to the
addresses below or such other address as either party may specify to the other and shall be deemed
delivered as of the date so delivered:
Maricopa County Department of Public Health
CDC Foundation
Jessica White
Lauren Herren
Administrator
Director of Public Partnerships
Jessica.White@Maricopa.gov
lherren@CDCFoundation.org
4041 N. Central Ave., 600
600 Peachtree Street NE, Suite 1000
Phoenix, AZ 85012
Atlanta, GA 30308-2215
602.329.0254
Phone: (404) 653 -0790
602.506.6885
Fax: (404) 653-0330
15. SEVERABILITY. The invalidity or unenforceability of any provision of this Agreement shall not affect
the validity or enforceability of any other provision, which shall remain in full force and effect.
16. NON-SUPPLANTING. The Jurisdiction certifies that federal funds will not be used to supplant State,
local, or other non-federal funds that would, in the absence of such federal aid, be made available for
any such activities as outlined in the above Section 2: Scope of Services, within your state, localities,
and/or territories.
17. FINANCIAL RESPONSIBILITY. Each party shall bear and be responsible solely for its own costs
and expenses necessary to comply with this Agreement.
18. RESEARCH. The Parties agree that this Agreement will not be used for research and development
purposes as defined in 45 CFR 46.102(l).
19. LICENSES. During the term of this Agreement, each party shall maintain its respective federal and
state licenses, certifications, and accreditations required for the provision of services herein. The CDC
Foundation will immediately notify the Jurisdiction if a board, association, or other licensing authority
takes any action to revoke or suspend the license, certification, or accreditation of CDC Foundation or
CDC Foundation's employees or agents providing or performing services under this Agreement.
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FEDERAL MEMORANDUM OF AGREEMENT
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Revised May 2023
20. GOVERNING LAW AND JURISDICATION. This Agreement will be interpreted, applied, and
enforced pursuant to the laws of the State of Arizona including Arizona’s statutes of limitation and
without regard to its conflict of law principles. Any action to enforce or interpret this Agreement, or
arising therefrom, must be brought exclusively in the courts located in Fulton County, Georgia and the
parties hereby consent to the exclusive jurisdiction of these courts in any such litigation and waive any
claim of forum non conveniens with respect thereto.
21. ATTORNEYS’ FEES. If either party shall bring any action against another arising out of this
Agreement, the Parties agree that each party will be responsible for its own attorneys’ fees and costs.
22. NON-DISCRIMINATION. No person shall be excluded from participation in, be denied the benefits
of, or be subjected to discrimination in relation to activities carried out under this contract on the
grounds of race, religion, color, sex, age, national origin, disability, or any other basis prohibited by
law. This includes the provision of language assistance services to individuals of limited English
proficiency eligible for services provided by the Jurisdiction.
23. LIABILITY, NO AGENCY RELATIONSHIP. Neither party shall be liable for any claims, demands,
expenses, liabilities, and losses (including reasonable attorney’s fees) which may arise out of any acts
or failures to act by the other party, its employees, or agents, in connection with the performance of
services pursuant to this Agreement. Neither party shall be liable to the other party for consequential,
indirect, special, incidental, or similar damages, including without limitation anticipated fees, revenues,
or lost profits. Neither party is an employee, agent, partner, or joint ventures of the other. Neither
party has the right or authority to control or direct the activities of the other or the right or ability to
bind the other to any agreement with a third party or to incur any obligation or liability on behalf of
the other party, unless expressly authorized in this Agreement.
24. RECORDKEEPING, AUDITS, & INSPECTIONS. Each party shall create and maintain adequate
records to document all matters covered by this Agreement. The CDC Foundation agrees to maintain
all such records for seven (7) years or other longer period as may be required by law after termination,
cancellation, or expiration of the Agreement. Each Party must make records available for inspection
and audit at any time, with reasonable notice. If any litigation, claim or audit has begun but is not
completed at the end of the seven-year period, or if audit findings have not been resolved at the end
of the seven-year period, the records shall be retained until all litigation, claims, or audit findings
involving the records have been resolved and final action taken. The parties shall allow for inspection
of the facilities and locations where activities under this Agreement are to be performed on reasonable
notice. Unjustified failure to produce any records required under this paragraph may result in
immediate termination of this Agreement.
The parties must dispose of records containing each other’s Confidential information in a secure manner
such as shredding or incineration once the required retention period has ended. Confidential
information means information known or maintained in any form, whether recorded or not, consisting
of protected health information, other health information, personal information, personal identifying
information, confidential business information, or any other information required by law to be treated
as confidential, designated as confidential by the other party.
25. WRITTEN CERTIFICATION PURSUANT TO A.R.S. § 35-393.01. If CDC Foundation engages in
for-profit activity and has 10 or more employees, and if this agreement has a value of 100,000 or more,
CDC Foundation certifies it is not currently engaged in, and agrees for the duration of this agreement
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FEDERAL MEMORANDUM OF AGREEMENT
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Revised May 2023
to not engage in, a boycott of goods or services from Israel. This certification does not apply to a
boycott prohibited by 50 U.S.C. § 4842 or a regulation issued pursuant to 50 U.S.C. § 4842.
26. WRITTEN CERTIFICATION PURSUANT TO A.R.S. § 35-394. CDC Foundation warrants and
certifies that it does not currently, and agrees for the duration of the Agreement, that it will not use:
1. The forced labor of ethnic Uyghurs in the People’s Republic of China;
2. Any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of
China;
3. Any contractors, subcontractors or suppliers that use the forced labor or any goods or services
produced by the forced labor of ethnic Uyghurs in the People’s Republic of China. If CDC
Foundation becomes aware during the term of this Agreement that the Contractor is not in
compliance with this paragraph, CDC Foundation shall notify the County within five business days
after becoming aware of the noncompliance. If the CDC Foundation fails to provide a written
certification to the County that the CDC Foundation has remedied the noncompliance within 180
days after notifying the County of its noncompliance, the agreement terminates, except that if the
agreement termination date occurs before the end of the 180-day period, the agreement
terminates on the agreement termination date.
27. CANCELLATION PURSUANT TO A.R.S. § 38-511. This Agreement may be cancelled pursuant to
A.R.S. § 38-511.
IN WITNESS WHEREOF, the parties have executed this Agreement.
FOR AND ON BEHALF OF MARICOPA
COUNTY
By:
_______________________________________
Chairman, Board of Supervisors
Date
ATTEST
_______________________________________
Clerk of the Board
Date
APPROVED AS TO FORM
_______________________________________
Attorney for Maricopa County
Date
FOR AND ON BEHALF OF CDC Foundation
______________________________________
Monique S. Patrick, Chief Operating Officer
________________
Date
Attachments:
Attachment A: Budget
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Nedra Jones, CFO, CDC Foundation is the
authorized Signatory in lieu of
Monique S. Patrick, COO, CDC Foundation
on 5/23/23.
5/23/2023 | 12:50:09 PM EDT
Chief Financial Office
FEDERAL MEMORANDUM OF AGREEMENT
Page 8 of 9
Revised May 2023
ATTACHMENT A: Budget
Project Budget ID
Maricopa County OD2A Retention
Budget Period
7/1/2023-6/30/2024
Budget Category
Total
Salaries and Wages
(Employees)
130,594.20
Direct Personnel
37,894.20
Program Personnel
92,700.00
Fringe Benefits
32,126.14
Direct Fringe
9,187.59
Program Fringe
22,938.55
Supplies
-
Travel
-
Other
-
Contractual
-
Total Direct:
162,720.34
Exclusions from Base (If
Applicable)
-
Indirect Cost Base
162,720.34
Total Indirect (@ 16%) :
26,035.25
Total Proposed (Enter Project
Budget ID):
$188,755.59
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FEDERAL MEMORANDUM OF AGREEMENT
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Revised May 2023
Target:
$0.00
+/-:
$188,755.59
Direct Costs
47,081.79
Program Costs
115,638.55
Indirect Costs
26,035.25
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