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Resolutions - 2010.12.09 - 10068
December 9, 2010 REPORT MR # 10338 BY: Human Resources Committee. Sue Ann Douglas, Chairperson RE: DEPARTMENT OF PUBLIC SERVICES/COMMUNITY CORRECTIONS DIVISION — FY 2011 COMPREHENSIVE COMMUNITY CORRECTIONS PLAN GRANT ACCEPTANCE TO: Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: The Human Resources Committee having reviewed the above referenced resolution on December 1. 2010 reports with the recommendation the resolution be adopted. Chairperson. on behalf of the Human Resources Committee, l move the acceptance of the foregoing Report. HUMAN RESOURCES COMMITTEE HUMAN RESOURCES COMMITTEE VOTE Motion carried unanimously on a roll call vote with Capello absent December 9, 2010 MISCELLANEOUS RESOLUTION # 10338 BY: Public Services Committee. Jim I-Zunestad, Vice Chairperson IN RE . DEPARTMENT OF PUBLIC SERVICES/COMMUNITY CORRECTIONS DIVISION — FY 2011 COMMUNITY CORRECTIONS COMPREHENSIVE PLAN GRANT ACCEPTANCE To tne Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS the Department of Public Services Community Corrections Rvision applied to the Michigan Department of Corrections (MDOC) for $3939520 in grant funds for the period of October 1, 2010. througn September 30, 2011; and WHEREAS the application amount was revised to $3,929,048 at the request of the IVIDOCI Office of Community Corrections to reflect a 9.5% increase in funds rather than the projected 10% increase, and WHEREAS the MDOC has awarded Oakland County a 2010/2011 Community Correctons grant in the amount of $3,929,0 which is $34 less than requested in tne revised application; and WHEREAS the MDOC now holds the contracts for all residential services meaning that $2,115,175 of the $3,929.014 award has been allocated for Oakland County Residential Services but will not be recorded as income; and WHEREAS the remaining amount of $1,813,839 is the County's responsibility as shown on Schedule A; and WHEREAS the grant funds the following Community Corrections Division positions ten (10) Community Corrections Speciailst Ils (positions # 07425, 07426, 07429, 07432, 07433. 09243, 09247 . 09291, 09648, 09649: one (1) PINE Community Corrections Specialist II (position 9292), one (1) Office Assistant N (position 09295). one half (.5) Community Corrections Support Specialist (position 07334), one (1) Community Corrections Specialist 111 (position 07428), and one half (.5) Supervisor-Community Corrections (position 09396); and WHEREAS the grant funds the foilowing Sheriffs Department positions; three (3) inmate Caseworkers (positions 07418, 07419. and 07420). one (1) PTNE Office Assistant I (position 07417), one (1) FTE Inmate Substance Abuse Tech (position 07421) and one (1) PTNE Inmate Substance Abuse Tech (position 09397):and WHEREAS the grant will provide funding assistance in the amount of 550,000 to the Sixth Circuit Court Adult Treatment Court for a portion of (1) SR FTE Youth and Family Casework Supervisor (3010402-09712) ; and WHEREAS the grant acceptance requires no additional personnel to fulfill the grant agreement; and WHEREAS there is no County match required with this grant: however. It should be noted that the FY2011 Budget of this grant induces two (2) positions (#1070403-07834 and #1070410-09396) partially General Fund/General Purpose funded i'l Community Corrections. and WHEREAS the grant agreement has been approved by the County Executive's Contract Review Process. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners accepts the Fiscal Year 2011 Community Corrections grant from the Michigan Department of Corrections in the amount of 53.929.014. BE IT FURTHER RESOLVED that the County is financially responsible for $1.813.839 and that the State contracts directly for residential services of 52.115,175. The future level of service, including personnel (except the portion of Pretrial Services currently funded by the General Fund/General Purpose Fund) will be contingent upon the level of funding available from the State. BE IT FURTHER RESOLVED that the following Special Revenue (SR) positions be continued in Community Corrections: #1070402-07425, 07426, 07429, 07432, 07433, & 09247, 1070410-9243, 9291, 9648 & 9649 1070410- 09292 & 9295, 1070402-7834: 1070401-07428, and 1070410-09396. BE IT FURTHER RESOLVED that the following SR positions be continued in the Sheriffs Office: 4030320- 07417. 07418, 07419. 07420, 07421 & 09397. BE IT FURTHER RESOLVED that tne grant will provide funding assistance in the amount of $50.000 to the Sixth Circuit Court Adult Treatment Court for a portion of (1) SR FTE Youth and Family Casework Supervisor (3010402-097'i2): Chairperson on behalf of the Public Services Committee, I move the adoption of the foregoing resolution. PUBLIC SERVICES COMMITTEE Public Services committee Vote: Motion carried unanimously on a roll call vote subject to receipt of Corporation Counsel appro n4 Page 1 of 2 Helen Hanger From: Plir, Gala jpiirg©oakgov.com] Sent: Tuesday. December 07, 2010 3:16 PM To: 'Barb Hankey (hankeyb©oakgov.com )': 'Pearson, Linda' Cc: 'Agacinski, Karen' Subject: RE: GRANT REVIEW SIGN OFF - Community Corrections - FY 20 4,1 Michigan Department of Corrections Comprehensive Corrections Plans - Grant Acceptance - UPDATED Importance: High Please see below for a Corporation Counsel update on 12/3/2010. GRANT REVIEW SIGN OFF — Community Corrections GRANT NAME: FY 2011 Michigan Department of Corrections Comprehensive Corrections Plans FUNDING AGENCY: Michigan Department of Corrections — Office of Community Corrections DEPARTMENT CONTACT PERSON: Barbara Hankey / 451-2306 STATUS: Grant Acceptance DATE: November 29, 2010 Pursuant to Misc. Resolution 401320_ please be advised the captioned grant materials have completed internal grant review. Below are the returned comments. The captioned grant materials and grant acceptance package (which should include the Board of Commissioners' Liaison Committee Resolution, the grant amementicontraet, Finance Committee Fiscal Note and this Sign Off email containing grant review comments) may be requested to be placed on the appropriate Board of Commissioners committee(s) for grant acceptance by Board resolution. DEPARTMENT REVIEW Department of Management and Budget: Approved. — Laurie Van Pelt (11/1012010) Department of Human Resources: Approved, — Cathy Shallal (11/15/2010) Risk Management and Safety: Approved by Risk Management. I will defer to Corporation Counsel regarding items 2.027 - Relationship of the Parties, 2.068 - Contract Management Responsibilities, 2.071 - Contractor Full Responsibility, 2.073 - Subcontractor Bound to Contract (if applicable) which state the County is solely and entirely responsible for the acts of its agents, subcontractors, etc, -- Andrea Plotkowski (11/17/20:0) Corporation Counsel: Following negotiations with the State, the remaining legal issues are resolved. Their resolution will be reflected in a revised contract which the State has agreed to send to Community Corrections. — Karen Agacinski (12/3/2010) The County has submitted a request to the State for specific changes in the language of the grant contract and is awaiting a response. If the State accepts the requested changes, the remaining legal issues will be resolved. — Karen Agaeinski (11/29/2010) COMPLIANCE The grant agreement references a number of specific federal and state regulations. Please refer to the agreement for specifically 12/7/2010 STATE OF MICHIGAN Department of Corrections : 2011 4795 216 , : P.A. 511 COMPREHENSIVE PLANS AND SERVICES Table of Contents DEFINITIONS Article ( - Statement of Work (SOW) 8 1.010 Project Identification 8 1.0'. 1 Po'i,ect Request 8 Background . 8 1.020 Scope of Work and Deliverables. 8 1.021 in Scope 8 1.022 Work and Deliverable 9 1.030 Roles and Responsibilities .. 9 1.031 Contractor Staff Roles, and Responsibilities 9 1.040 Project Plan . 10 4..041 Pro)ect Plan Management 10 1.042 Reports . 10 1,050 Acceptance 10 1.051 Critela . 10 1.052 Final Acceptance 10 1.060 Proposal Pricing 10 1..061 Proposal Pricing 1.062 Price Terry 11 1.063 Tax Excluded from Price 11 1.064 I--Iold tack 11 1.070 Additional Requirements 11 1.071 Additional Terms and Conditions Specific to this agreement 11 Article 2, Terms and Conditions '12 2.000 Contract Structure and Term 12 2.001 Contract Term 12 2.002 Options to Renew . 2.003 Legal Effect 12 2,004 Attachments and Exhibits 12 2.005 Ordering . 2.006 Order of Precedence 12 2.007 Headings 12 2008, Form, Function and Utility ........... ,,..,12 2.000 Refon-natbn and Severaipility . 13 2.010 Consents and Approvals 13 2.011 No Waiver of Default 13 2.012 Surv:val . 13 2.020 Contract Administration 13 2.021 Issuing Office 13 2.022 CoVact ComOance inspector . 13 2,023 Proect Monew 13 2.024 'Change Rec4ests. 14 2.025 Notices . 14 2.020 D'lding .Commitments 14 2.027 Rtiationsp of tne Parties.. 14 2.02E3 Covenant of Good Faith . 15 2,020 Assigr.rrep.ts 15 2.030 General Provisions 15 2,031 Med:a Reeeses 2.032 Contract ast.:-ibOor . . .15 2.033 Perm its . 15 2:034 Weosite 2..035 Future Bidding Precluson 16 2.036 Freedom of Info7ma6on 13 2.037 Disz=.ste7- Recovery .16 2.040 Financial Provisions . 16 2.041 Fixed Prices for Services/DeJverabes . 15 2.042 Acst7nents for Reductions in Scope of Services/Del verables 2.043 ServtosiDeiverebles Covered 16 2.044 fl,-;ok..r-sg ard Payment - In Gener 16 2.045 P.-oration 17 2.C46 Ar0trust Assignment 17 2.047 Pine! Payment. 17 2.048 Electronic Payment Requirement 17 2.050 Taxes 17 2.051 Employment Taxes 17 2.052 Sales and Use Taxes 17 2.060 Contract Management 17 2,06 Contractor Personnel Qualifications 17 2,062 Cortractw' Key Personnel 17 2.063 Re-assignment of Personnel at the State-MDOC's Request 17 2.064 Contractor Personnel Location . 17 2065, Contractor Identification 18 2.066 Cooperation with Third Parties 18 2.067 Contractor Return of State-MDOC Ecuipment/Resources 13 2,068 Contract Management Responsibilities 18 2070. Subcontracting by Contractor 18 2.071 Contractor Full Responsibility 2.072 State-MDOC Consent to Delegation 18 2,073 Subcontractor Bound to Contract 19 2.074 Flow Down 19 2.075 Competitive Selection . 19 2.080 State-M DOC Responsibilities 19 2.081 Equipment . 19 2.082 Facilities 19 2.090 Security 19 2,091 Background Checks 19 2.092 Security Breach Notification 20 2.093 PCI Data Security Requirements 24 2.100 Confidentiality 20 2. O ff Confidentiality 20 2.102 Protection and Destruction of Confidential Information 20 2,103 Exclusions 21 2.104 No Implied Rights 21 2 105 Respective Obligations 2.110 Records and Inspections 21 2.111 inspector) of Work Performed 21 2,1 'Li 2 Examination of Records 2.1 13 Retention of Recorcs 22 2.1 4 Audit Resolution 22 2.115 Errors 22 2.120 Warranties 22 2.',.21 Warranties ano Representations 22 2.122 Warranty of Merchantability 2.123 Warranty of Fitness for a Particu lar Purpose 23 2.124 Warranty of Title 23 2.1 25 Eq,t,Omer.; Warranty 23 2.125 Ec,..,pment to Pe New 23 2.1 27 Prohinited Procucts . 23 2.128 Consequences FC7 Breach . 23 2.130 insurance 23 2.131 Liatat,y insL,;..ance. 23 2. 32 &Jor.o7tractor Insureme Coverage . 23 R ev 2140 Indemnification 2,142 Code ;noernriVoation 2,143 Employee Indemnification 2. 44 Patent/Cooyriaht Infringement Ticlemnification 2,45 Cortinuation of 1.noemnifieation Ob!igations . 2.-:46 indemncation Procedu'es 2.150 Termination/Cancellation 2,151 Notice and Right to Cure 2.152 Termination for Cause 2,153 Thrmination for Convenience 2.154 Tern-iination for Non-Appropriation 2.155 Termination for Criminal Conviction 2.156 Termination for Approvals Rescinded.. 2.157 Rignts and Obligations upon Termination 2.-!. 58 Reservation of Rights 2.160 Termination by Contractor 2.161 Termination by Contractor 2.170 Transition Responsibilities 2.171 Contractor Transition Responsibilities 2.172 Contractor Personnel Transition 2.173 Contractor Information Transition 2.174 Contractor Software Transition 2.175 Transition Payments 2:73 State-MDOC Transition Responsibilities 2.180 Stop Work 2,181 Stop Work Orders 2.182 CancOation or Expiration of Stop Work Order 2.183 Allowance of Contractor Costs 2.190 Dispute Resolution 2,191 In General 2.192 informal Dispute Resolution 2.193 Injunctive Relief 2.194 Continued Performance 2.200 Federal and State-rvIDOC Contract Requirements 2.201 Nondscrimination 2,202 Unfair Labor Practices 2.203 Workplace Safety and Discriminatory Harassment 2.204 Prevailing Wage 2.210 Governing Law 2.211 Governing Law 2.212 Compliance witn Laws Jurisdlction, . 2.220 Limitation of Liability 2.221 Limltatior,. of Liability 2,230 Disclosure Responsibilities 2.23 1. Disclosure of Litioation 2.232 Cat Center Disclosure 2.233 Bankftiotc.:y 2.240 Performance . 2.241 Tr!Te cf Perlormarce 2.242 Service Level Agreernems (SLAs) 2.243 Lquide-lad Damages 32 2.244 Excusable Failure 32 2.250 Approval of Deliverables 32 2.25'. Delivery Resnonsibiiities 32 2.252 D eer , of ,Deiive7abies 33 and Other Requirements 24 24 24 24 24 24 24 24 24 25 25 25 26 26 26 27 27 27 27 27 27 27 27 28 28 28 28 28 28 29 29 29 29 30 30 30 30 30 30 30 30 30 31 31 31 31 3 1 ,31 .31 .31 .32 2.'33 C.:erAcMes of Thsurance and Other Requirements Goneca.n hderrinificIatbr; 2 253 Test:ng 2.254 Approval of DeliveraNes, In General 33 2.255 Process For Approval of Wril.ter Deirve.rab;es .33 2.256 Process for Approval of Services .33 2.257 Process for Approval c) Physca' Deliverab'es . 33 2.258 Pine; Acceptance . 33 2.260 Ownership 33 2.26! Ownership of Work Product tyy State-MDOC . 33 2.262 Vesting of Rghts . 33 2.263 Rlgnts in Data 33 2.264 Ownership of Materials 34 2.270 State-MDOC Standards 34 2,271 Existing Technology Standards 34 2.272 Acceptable Use Policy 34 2.273 Systems Changes 34 2.280 Extended Purchasing 34 2.281 MEAL 34 2.282 State Employee Purchases 34 2.290 Environmental Provision 34 2.291 Environmental Provision 34 2.300 Other Provisions 35 2.311 Forced Lapor, Convict Labor, Forced or Indentured Child Labor, or Indentired Servitude Made Materials .35 Proposal for Community Corrections Funds — FY 2011 Budget Summary and Expenditure Report — FY 2011 DEFINITIONS Additional Service means ary servces within the scope of the Contract, but not spec:ficelly provided under any Statement of Work. Audit Period mea.r.,s he seven-year period following the Contractor's provision of any work under tne Contract Business Day means any day otner than a Saturday, Sunday or State-recognized legal noliday frcm 8:00 a.m. Eastern Standard Ime through 5:00 p.m. Eastern Standard Time unless otherWse stated. Blanket Purchase Order is an atternate term for Contract and is used in the State-MDOC's computer system CCI means Contact Compliance Inspector. Days means cale-der days unless otherwise specified. Deliverable rreans services required or identified in a Statement of Work. Incident means any mterr4tIon in any function performed for the benefit of the State-MDOC. Key Personnel means any personnel identified in Section 1.031 as Key PersonneI. Michigan Department of Corrections — Hereafter identified as the State-MDOC. New Work means any senitesideliverables outside the scope of the Contact and not specifically provided under any Statement of Work, such that once added will result in the need to provide the Contractor with additional consideration. "New Work" coes not include additional services. Reserved means that section is not applicable of included in this RFP. This is used as a pIacenolder to maintain consistent numbering. Services means any function performed for the benefit of the Slate-MDOC. Work in Progress means a deliverable that has been partially prepared, Du; nes not been presenteo to tne State-Iv1DOC for Approval. Work Product refers tc any data cernpiations, reports, and other media, materials, cr other ob jects or works of autilorshp created or produced oy the Contractor as a result of and in furtherance of perrormind tne services 7ecJireC by the Contract. Article 1 — Statement of Work (SOW) 1.010 Project Identification 1.011 Project Request Thie a Contract for services ay a . Community Corrections Advisory Board that nas been establisred persuant to the previsions of Section 7 of Act 511 of the Public Acts of 1988; and whereas a lanai Compreheesve Corrections Plan has been developeo which outlines !oca goats, objectives, and arities to decrease prison admissions and increase utilization of community-based sanctions and services for non-violent offenders; and whereas the STATE has approved the Comprehensive Corrections Plan and toe award of FY 2011 Community Corrections funds for continued impiementation of the plan; this agreement defines the roles and responsibilities of the CONTRACTOR and the STATE and tee terms erd coeditions which apply during the term of this agreement. 1.012 Background The CONTRACTOR snel! maintain policies and procedures and deliver services to eligible offenders in accord with the goais and objectives, standards and policies as set forth in Act Number 511 of the Pubic Acts of 1988, tee Fiscal Year Appropriations Act, the CONTRACTOR's Comprehensive Corrections Plan, the CONTRACTOR's Fiscal Year program proposal and budget as approved by the STATE and incorporated herein by reference, and the terms and conditions inciudee in the Riders and Attachments attached hereto. 1.020 Scope of Work and Deliverables 1.021 In Scope The terms and conditions for the use of the FY 2011 Community Corrections funas awarded to the CONTRACTOR are more specifically described in the Riders attached hereto. Rider A prescribes minimum program and financial management standards. Rider B prescribes terms and conditions applicable to funds awarded from tne state appropriations for Community Corrections Plans and Services. Rider ,3 prescribes specific terms and conditions app:ieable to services which are fended through the state appropriations for the Drunk Driver Jail Reduction and Community Treatment Program. Puicie Act 511 of 1 988 states in part that Community Corrections Act funds are to be used to encourage participation in community corrections programs of offenders who would likely be sentence° to ireoesonment in a state correction& faculty or jail; reduce the state prisoe commitment rates within ane among local communities; and maintain public safety. (Section 8) The Appropriations Act for FY 2311 states in part teat funds approprated for comprehensive correctioes pans 07e tc be etliieed for the implementation and operation of programs eesigneoi to; reduce eern:ssions t prisoe of nonviolent offenders wno would have otherwise rece'ved an active sentence, ;riciuding probation violatcre; ;reprove utilization of jaii faci lities, the first priority of whieh is to open jail beds intended to nouse otherwise prison oound felons, and the second priority oe.ieg to etiliee jail bees so that :ail eroWdele, does riot occur; open beds through increased utiiization of eretne release options; reeece the cdrr.sstr or ro,9cimiss'ron to orison of offenders including probation violators ald oaroie violators, suestance abuse viceations. L2'}, Sex Offender Hmtations - Victim Contao -,: The CONTRACTOR snail not encourage, initiate, or facilitate any verbat, or personal onntact between offenders and vicl.ms for the purpose of providirg ary of The services specifie° in this agreement. Such contact is rermaly pronibited as a condition of parole or probation, and is expressly prohibited under the terms of this contract, unless ordered by tne court. Staffing Stardards — Criminal Record: The CONTRACTOR shall only appoint employees f trey cc not have !bend rig cr,rrine! prosecution, rot under the supervision of a criminal justice agency for a faony or misdemeanor, ard do not nave any prior felony or m sUerneanor conviction without prior written approval from the State oefore performing any services under this Agreement. Ex-offenders will not be consioered as a contracted staff Lint', they have been discharged from all sentences including parole and probation for a. minimum ef five years, The CONTRACTOR snail document that no staff members assigned to the agreement are related as an immediate family member to an offender being treated at their facility or at the institution to which they have peen assigned by the CONTRACTOR. This includes: spouse, parent, grandparent, mother-in-law, father- in-,aw, chile, stebehild, stepbrother, stepsister, brother-in-law, s:ster-in-law, or other relations by olood or marriage, Lcensing: The CONTRACTOR shalt maintain and comply with the appropriate STATE license(s). The CONTRACTOR shall ensure staff who provide substance abuse and mental health services are qualified and experienced in contracted area of counseling as follows: Master's Degree or above and one year of experience n the contacted treatment area. Bachelor's Degree or above and three years of experience in the contracted treatment area. Other combinations of education and experience the STATE considers adequate to perform the necessary task effectively and efficiently and wnich have been specifically approved by the STATE. Accreditation: he CONTRACTOR, as required by the STATE, shall provide substance abuse services from substance abuse treatment providers accredited by an established recognized accrediting agency. The accrediting agencies recognized by the STATE are: Joint Commission on Accreditation (JCAl-10) Americar Osteopathic Association (AOA) Commission or Accreoitation of Renabilitation Facilities (CARF) Nation! Committee for Quaiity Assurance (NCQA) Counel on Accreditation (C-0A) 1,022 Work and Deliverable The Contractor must orovine c.cliverables,iservtes and stat and otherwise do al: things necessary for cr inoidemei to the performance of work, as set forth below: 1. The CONTRACTOR shall supmt, mcintr:y fIscel reports, program data, mit-yea - a-d yeaT-en° reports to the STATE. 1.030 Roles and Responsibilities 1.031 Contractor Staff, Roles, and Responsibilities The CONTRACTOR she Dibloes and procedures and deliver services to eAgliA offenders in accord t the goeisanopiecti\i'es, slanda,rus 2r-td pojcies as set f07M Nurnoer 5 cf the Fiub!ic Acts of 1..57;,?,, the Fiscal Year Agorept'iations Act, the CONTRACTDR's Comprehensive Correticc..s r? v7. the C3NTRAOTO9's FSCE.' Year program proposal and buoget as approved by the STATE and inccvipo;-?2,ked hereir ey !-efererce, and tne terms and conditions .ncluded in the Riders ano Attachments attacned :Term. 1.040 Project Plan 1.041 Project Plan Management Locai jurisdictons which are awarded Community Corredons Act funds from the STATE v%Al provide :management stendards as contained in Rider Al 1.042 Reports The CONTRACTOR shall submit: monthly fiscal reports, program data, mid-year and year-end reports to tne STATE. The format and content of the reports are prescribed within Riders A, B and D attached hereto; 1.050 Acceptance 1.051 Criteria The fo(lowing criteria MI be used by the State-MDOC to determine acceptance of the services or dekverab:es provided under this SOW: The STATE wi review with the CONTRACTOR their performance under this agreement. Performance reviews shall be conducted quarterly, semi-annually or annually, depending on the CONTRACTOR'S oast performance with the STATE Performance reviews shall include, but not be limited to, duality or services being delivered and provided, accuracy of billings, submission of data anc comp;eeon ano submission of required paperwork or reports, and other requirements of this agreement. Upon a finding of poor performance, which has been documented by the STATE, the CONTRACTOR shall be given an opportunity to respond and take corrective action. If corrective action is not taker in a reasonable amount of time as determined by the STATE, the agreement may be canceied for oefault, All programs must maintain 80% of the projected enrollment comprised of offenders from the primary target uroue Cr reimbursement for those programs may be prorated. Budgets may be adjusted accordingly to programs that fail to achieve 80% of expected utilization at midyear! 1.052 Final Acceptance The STATE agrees lc provide payment to the CONTRACTOR for allowable costs incurred Curing the performance of this contract pursuant to; the FY 2011 Appropriations Act and the Community Corrections Act [791.4'. 1, SeCii07 1(1) 1.060 Prc/posal Pricing 1.061 Proposal Pricing FC7 authorizec Services arc Drte List, see Attachment The .2.oitractor's 0',..,-DOCKe expenses are not separately reimbursabre by the State-1\1300 unless, an case-fly-case gas•!s. tcy unusual expenses, the State-MDOC nas agreed in advance and in wrting to remburse the C•ntraceor for the expenses at The State's current travel reiThursement !-ates. See www.rnichioan.govicimb for current rates, 1.062 Price Term F.ces oue;ed are Lrm for the entire length of the Con'ract. 1.063 Tax Excluded from Price Sales Tax: Fr .r)urchases made directly by the State-fv1DOC, the State-MDOC s exerr.Pt from State and locei saes tax. Pnces must not include the taxes. ExempUan certiftates for State sales tax will be furished upon reakest. B. Federal Exese Tax: The State-MDOC may be exempt f7om Federal Excise Tax, or tne taxes may be reimbursable, if artices Purcnased under any resulting Contract are used for the State-MDOC's excl.isive use. Certificates snowing exclusive use for the purposes of substantiating a tax-free or tax- reimbursable sale wil be sent uoor request. If a sale is tax exempt or tax reimbursable under tne Internal Revenue Code, prices must not include the Federal Excise Tax. .1.064 Holdback Toe Stare-MDOC ras the right to holdback, as a retanage, an amount equal to ten percent of all amounts nvoiced by the Contractor for services/deliverables. The amounts held bac .K must be released to Vie. Contractor after tne State-MDOC has granted final acceptance. 1,070 Additional Requirements 1.071 Additional Terms and Conditions Specific to this agreement This instrument, riciuding the Riders and Attachments, contains the entire agreement between the parties and no statements, promises. or inducements made by either party or agent of either party that are not contained in this agreement shall be va;id or binding; and this agreement may not be enlarged, modified or altered exceat in writing. Any mutualy agreeable change to the terms of th:s agreement must be in the form of a written amendment to tne agreement and signed by the signatories to this agreement prior to the implementation of the change 11 Article 2, Terms and Conditions 2.000 Contract Structure and Term 2.001 Contract Term The Cor.tract s for a nerioc. of one year beginnrg October 1, 2010 through September 30, 2011 2.002 Options to Renew The Contract may be renewed in writing by riLitUal agreemert of the parties not less than 30 ceys before its expiration. The Contract may be renewed for up to one (1) additional three (3) year pehod. 2.003 Legal Effect The Contractor must show acceptance of the Contract by signing two copies of the Contract and returning one to the Contract Compkance Inspector. The Contractor must not proceed with the performance of the work to be cone undo!' the Contract, including trie purcna.se of necessary materiais, unti: both, parties have signed the Contract to show acceptance of its terms. Except as otherwise agreed in writing by the parties, the State-MDOC assumes no l%bi:ty for costs incurred by Vie Contractor or payment under the Contract, until the Contractor is notified in writing that the Cortract (or Amendment) has been approved by the State Administrative Board (if reouired), and signed by all the parties. 2.004 Attachments and Exhibits All attachments ard exhibits affixed to any and all Statement(s) of Work, or appended to v referencing the Contract are incorporated in their entirety and form part of the Contract. 2.005 Ordering RESERVED 2.006 Order of Precedence A. The Contract, including any Statements of Work and exhibits, to tne extent not contrary to the Contract, each of which is incorporated for all purposes, constitutes the entire agreement oetween the parties with respect to the subject matter and supersedes all prior agreements, whether written or ora. with respect to the subject matter and as additional terms and conditions must apply. B. In the event of any inconsistency between the terms of the Contract and a Statement of Work, 1.,e terms of the S:atement cf Work wih take precedence (as to that Statement of Work on!y), provided, howeve(, tnat a Statement of Work may not modify or amend the terms of the Contract, which may be modified or amended orq by a formal Contract amendment. 2.007 Headings CaPons and headings useo n the Cortraot are for information and orgalization purposes. Captions a-d heacinos, including inaccurate references, do not, in any way, define or I:mit the requirements or terms end conditor.is of tne C'ort -ac_:t 2.008 Form, Function and Utility R E- SERVED 2.009 Reformation and Severability Eaun pro',/;sicr. o the Contract is severabe from all otner provisions of the Contract arc, if one or more of the prov?scos o The ',.7:ontract is declared - inva;t1, the remaining provisions of the Contract remain in fuil force one e,ffect. 2.010 Consents and Approvals Except as expressly D'ovdecf othe-wise in the Contract, if either party requires the consent 07 approval of the oter dany tor the tak'ng of any action under the Contract, the consent or approval must be in writinq and must not be unreasonably w:thneid or delayed. 2.011 No Waiver of Default If a party fails to insist upon strict adherence to any term of the Contract, then the party has not waived :he rioti tc later insist upon strict adherence to that term, or any other term, of the Contract. 2.012 Survival Any provlsions of tie Contract that impose continuing obligations on the parties, including without limitation the pares' respective warranty, indemnity and confidentiality obligations, survive the expiration or termination of the Contract for any reason. Specific references to survival in the Contract are soleiy for identification purposes and not meant to limit or prevent the survival of any other section. 2.020 Contract Administration 2.021 Issuing Office The Contract is issued by the State-MDOC. The State-IVIDOC is the sole point of contact in regard to all procurement and contractual matters relxing to the Contract. The State-IVIDOC is the only State office authorized to change, modify,_ amend. or adjust the award of funds, specifications, terms and conditions of the Contract. 2.022 Contract Compliance Inspector After the State-/VIDOC receives the properly executed Contract, it is anticipated that the person named below, or any otner person so designated, to monitor anc coordinate the activities for the Contract on a day-to-day basis during its term. However, monitoring of the Contract implies no authority to change, modify, clarify, amend. or adjust the award of funds, terms, conditions and specifications of the Contract as that authority is retained by the State-MDOC, The Contract Compliance inspector for the Contract is: Kevin •Noissenoorn Mich;gan Department of Corrections P.O. Box 30003 Lansir6. Mici-igan 48909 ESSEKj@rniohigan.yov 517-373-9550 5'71-::;•7S-9545 2.023 Project Manager The fol!ovvirg !nd,viaJa. MI, oversee the project: LInsey LeNtortagne. Grant Coordinator Micrigan Department of C.7,on'ect'ons P.C. Box 30OC3 Lansing, %.4,i-,:gar 48909 1 A'R. 46.401i. 1 ' f..,.t. aMontacineL@michicar.gov F!.ft.0 7-373-3228 FeX: - -517-373-9545 2.024 Change Requests The State-MDOC reserves the rieht to request, from time to time, any changes to tine requirements and specifleetioes of the Contract and the work to be performed by the Contractor ender the Contract. During the course of ordinary Pusiness, it may become necessary for the State-MDOC to discontinue certain ous:ness practices 07 create eclditioea: servicesideliverables. At a minimum, to the extent applicable, the State-VIDOC would like the Contractor to provide a detailed outline of all work to be cone, including tasks necessary to accomplish the services, tirreframes, listing of Key Personnel assigned, estimated hours for eacn individual per tasK, arid a complete ano detailed cost justification. If the Contractor does not so notify the State-MDOC ; the Contractor has no rignt to claim thereafter that it is entitled to aoditiona compensation for performing or providing that service. Change Requests: A. By giving tne Contractor written notice within a reasonable time, the State-MDOC must be entitled to accept a Contractor proposal for change, to reject it, or to reach another agreement with the Contractor. Should the parties agree on carrying out a change, a written Contract Change Notice must be prepared and issued enoer the Contract, describing the change and its effects on the services and any affected components of the Contract (a "Contract Change Notice"). B. No Proposed change may be performed unti the proposed change has been specified in a duly executed Contract Change Notice issued by the State-tv1DOC. C. If the State-MDOC requests or directs the Contractor to perform any activities that the Contractor believes constitute a change, the Contractor must notify the State-MDOC that it believes the reqeestee activ:ties are a change eefore beginning to work on the requested activities. If the Contractor fails to notify tne State-MDOC before beginning to work on the requested activities, then the Contractor waives any right to assert any claim for additional compensation or time for performing the requested activities. If tne Contractor commences performing work outside the scope of the Contract and then ceases performing that work, the Contractor must, at the request of the State- MDOC, retract any out-of-scope work that would adversely affect the Contract. 2.025 Notices Any notice given to a early under the Contract must be deemec effective, it addressed to the State- MDOC contact as noted in Section 2.021 anc the Contractor's contact as noted on the cover page of the contract, upon: (i) deiivery, if hand delivered; (ii) receipt of a confirmed transmission by facsimile if a copy of the notice is sent by another means specified in this section; (iii) the third business day after being sent ey U.S. mail, postage pre-paid, return receipt requested; or (iv) the next ousiness day after being sent by a naeonaly recognized overnieet express courier with a reliable tracking system. Ether party may enange its address where notices are tu be sent ey giving notice according to this section. 2.026 Binding Commitments Representa: ves c .-ie Contractor must rave the authority to make bindPg commitments on the Contrac:or's eeea,f withie the ei ounds set forth in the Contract. Tee Contracto7' may change the representatives upon written note 2.027 Relationship of the Parties Tne relatioesnin petvveee he State-MDCC and Contractor is that ot cil,ent and :ndepeeoent coetractoe No agent, employee, 0r servant Contractor or any of its subcontractors must be deemed to be an P.c.,. 01 14 employee, aqen r servant of the State-MDOC for any reason. The Cort;actor s solely ard entirey responsib,e for its acts and the acts of its agents, employees, servants and subcont'actors during the perforira2se of foe Contract. 2.02a Covenant of Good Faith Each party must act !-easonaqy and in good faith_ Unless stated otnerwise in the Contract, te parties must not unreasonably delay, condition, or withhold the giving of any consent, decision, or aiprovai that is either requesr.ed or reasonably required of them in order for the other party to perform its resiaons:bilities unde7 the Contract. 2.029 Assignments A. Neither party may assign the Contract, or assign or deiegate any of its duties or obligations uncle!' the Contract. to any other oarty (whether by operation of law or otherwise), without the prior written consent of the other party; provided, however, that the State-MDOC may assign the Contract to ary other State agency, department, division or department without the prior consent of Contractor and Contractor may assign tie Contact to an affiliate so long as the affiliate is adequete'y capitalized ard can provide adequate assurances that the affiliate can perform the requirements of the Contract. The State-MDOC may withhold consent from proposed assignments, subcontracts, or novations when the transfer of responsibility would operate to decrease the State-MDOC's likelihood of receiving performance on the Contract or the State-IvIDOC's abitity to recover damages. B. The Contractor may not, without the prior written approval of the State-MDOC, assign its right to receive payments cue under the Contract. If the State-MDOC permits an assignment, the Contractor is not relieved of its responsibility to perform any of its contractual duties, and the requirement under the Contract that all payments must be made to one entity continues. C. If the Contractor intends to assign the Contract or any of the Cortractor's rights or duties under the Corti-act, the Contractor must notify the State-MDOC in writing at least 90 days before the ass•gnment. The Contractor also must provide the State-MDOC with adequate information about the ass gnee witnin, a reasonable amount of time before the assignment for the State-MDOC to determine whether to approve the assignment. 2.030 General Provisions 2.031 Media Releases RESERVED 2.032 Contract Distribution The State-MDOC retai-i.s the sole right of Contract distribution to ail State agencies and local units of government uness other arrangements are authorized by the State-MDOC. 2.033 Permits RESERVED 2.034 VVebsite Incorporation The State-MOOC is 7.3: bound by any content or tne Contractor's website, even if the Cont-actor's docLimentat:or specifica'!y referenced trial content and attempts to incorporate into any othe - communization, Lniess the S1ate-MD00' tZ5 actual knowledge of the content and has express'y agreec to oe bouna by !t wriong tnat has been manually signed by an authorized representaVve V the State- M OC - he% 2.035 Future Bidding Preclusion RESERVED 2.036 Freedom of Information Al! inf'orne:icn i a"y proposal submitted to the State-MDOC by Contractor and the Coac Is subject to the p7ov,.s,ons of the Michigan Freedom of information Act, 1976 PA 442, MCL ";5.231, et seq (the "FOIA"). 2.037 Disaster Recovery RESERVED 2.040 Financial Provisions 2041. Fixed Prices for Services/Deliverables RESERVED 2.042 Adjustments for Reductions in Scope of Services/Deliverables RESERVED 2.043 Services/Deliverables Covered For al: services to be provided by the Contractor (and its subcontractors, if any) under the Contract, the State-MDOC must not be obligated to pay any amounts in addition to the charges specified in the Contract. 2.044 Invoicing and Payment — In General The STATE shal! make payments for all services specified pursuant to the terms and conditions presented in the Riders. The allowable costs and maximum amounts payable are specfied in the Riders attached hereto. Payment shall be contingent upon receipt of proper documentation from the CONTRACTOR. Payments are subject to, and coangent upon, availability of funding from the legislature ancior executive brancnes. Payments may be limited, discontinued, or eliminated if the legislature fails to appropriate sufficient funds, or it an executive order, directive, or departmental decision limits, discontinues, or eliminates the ability of tne STATE to make such payments. Any unexpenced and non-encumbered funds shall be returned to the STATE within 30 days after the termination date of the contract, Returned funds shall be in the form of a check made payable to the STATE OF MICHIGAN and mailed to: Michigan Department of Corrections Office of Community Alternatives Grandview Plaza Building P.O. Box 30003 Lansing, Michigan 48909 P~onipt paymert y te State-MDOC is contingent on the Contractor's exoenditure repa—, ard subrr,ission 0!- rec,r,red data showing tne amount owed by the State-MDOC minus any holdback amount to be retainet by the State-M000 ,n accordance with Section 1.064. Correct tivoi'ces wi be .(T,e and payable by the State-MDOC, in accordance will tne State-MDOC's standard payment proceare as specifiec in 984 PA 279, MCL 17.5 et seq., within 45 days after rece0t, p7ovidec the Szate-MDOC cetermines tnat the invoice was properly rende-ed. Re, 1 2.04S Proration To the extent there are any services that are to be paid for on a moritily basis, the cost of such services must ce broratecf for any nate! month. 2.046 Antitrust Assignment The Contractor assigns to the State-tv1DOC any claim for overcharges resulting from antitrust violations lo tie extert tnat those violations concern mate:leis or services supplied by third parties to the Contractor, toward fulfillment cf the Contract. 2.047 Final Payment The mat-c.ing of fine! Payment by the State-MDOC to t7)e Contractor does not consttute a waiver oy either party a any r:ghts or other claims as to the other party's cont:nuing obligations under tne Contract, nor will it constitute. a waiver of any claims by one party against the other arising from unsettled claims or fai:rure by a party to comply with the Contract, including claims for services and deliverables not reasonably known ur.ti after acceptance to be defective or substandard. The Contractors acceptance of final payment by the State-MDOC under the Contract must constitute a waiver of all claims by the Contractor against the State-MDOC for payment under the Contract, other than those clams previously filed in writing on a tiiniely basis and still unsettled, 2.048 Electronic Payment Requirement Electronic transfer of funds is required for payments on State-MDOC contracts. The Contractor must register with the State electronically at http://www.cpexpress.statesni_us. As stated in 1984 PA 431, all contracts that the State-MDOC enters into for the purchase of goods and services must provide that poymert will be made by Electronic Fund Transfer (EFT), 2.050 Taxes 2,051 Employment Taxes The Contractors are expected to collect and pay all applicable Federal. State, and local employment taxes. 2.052 Sales and Use Taxes RESERVED 2.060 Contract Management 2061. Contractor Personnel Qualifications RE-SERVED 2.062 Contractor Key Personnel RESERVED 2.063 Re-assignment of Personnel at the State -MDDC's Request RESER u'ED 2.064 Contractor Personnel Location RESERVED ke 17 2.065 Contractor Identification RESERVED 2.066 Cooperation with Third Parties The Contractor must cause its personne and the personne of any subcontractors to cooperate with the State-MDOC and its agents and other contractors including the State-MDOC's Quality Assurance personnel, As reasonably requested by the State-MDOC in writing, the Contractor must provide to the State-MDOC's agents and other contractors reasonable access to Contractor's project personnel, systems and facilities to the extent the access relates to activities specifically associated with tne Contract ano .A/;! rict interEere or jeopardize the safety or operation of toe systems or facilities, The State-MDOC acknowledges that Contractor's time schedule for the Contract is very specific and must not unnecessarily or unreasonably interfere with, delay, or otherwise impede Contractor's performance under the Contract with the requests tar access. 2.067 Contractor Return of State-MDOC Equipment/Resources The Contractor must return to the State-MDOC any State-MDOC-furnishee equipment, facilities, and other resources when no ianger required for the Contract in the same condition as when provided by the State-lviDOC. reasonable wear and tear excepted. 2.068 Contract Management Responsibilities The Contractor must assume responsibility for all contractual activities, whether or not that Contractor performs them. Further, the State-MDOC considers the Contractor to be the sole point of contact with regard to contractual matters, including payment of any and all charges resulting from the anticipated Contract if any part of the work is to be subcontracted, the Contract must include a list of subcontractors, including firm name and address, contact person and a complete description of work to be suocontracted, The State-MDOC reserves the right to approve subcontractors and to require the Contractor to replace subcortractors found to be unacceptable. The Contractor is totally responsible for adherence by the subcontractor to al: provisions of the Contract. Any change in subcontractors must be approved by the State-MDOC, in writing, prior to such change, 2.070 Subcontracting by Contractor 2,071 Contractor Full Responsibility Toe COtr3Ct,Q; has kill responsioiiity for the successful performance and completion of all of tne services and deliverables, The State-MDOC will consider the Contractor to be the sole point of contact w:th regard to all contractual matters under the Contract, including payment of any and all charges for contractec services. 2.072 State-MDOC Consent to Delegation Thu Contractor must not delegate any cuties under the Contract to a subcontractor unless toe State- M000 has given w-ter. consent tc such deiegation. The State-1\400C reserves toe right of prior written aborova of all sJo:-.',ortractcrs and to require Contractor to replace any subcontractors foLind, in the reasonabie yuccirrent of the State-MDOC, to be unacceptable, The State-MDOC's request must be written w:th reasonable detail loaning the reasons for toe •-orrova, request. Addl.:lona:1y, le State-MDOC's request must DO based on iegitimate, good-faith reasons. Replacement subcontractor(s) for toe removed subcontractor must be fully qualified for the position. if the Skate-MDOC exercises this right, and the Contractor cannot immediately replace tne removed subcontractor, the State-MDOC will agree to an equitebie adjustment in scnedule or other terms that rr'.ey be affected by tne Sta:e-MDOC's required removal. If any such incident witn a removed suocontractoi- resu!ts in belay not 7easona* anticipatabie under the c;rcumetances and is attributable to the Sta;c- MDOC, the appiicable or affected work vv:1 not be counted for a time agreed upon by the parties. :8 2.073 Subcontractor Bound to Contract In aoy subcontr-acAs entered rito oy Contractor for the performance of the services, the Contractor must real...ire the s....ocentractor, to the extent of the services to ue performed by toe subountractor, to be bound to Contractor by the terms of the Contract and to assume toward Contractor all of the obilgations and response:ties tnat Contractor, by the Contract, assumes toward the State-MDOC. The State-MDOC.', reserves trio right to receive copies of and review all subcontracts, although Contractor may delete or mask any proprietary iriformatlon, including pricing, contained in such contracts before providing them to the State-MDOC. The management of any subcontractor is the responsibilAy of Contactor, and Contractor must remair responsible for the performance of its subcontractors to the same extent as if Contractor had not subcontracted such performance. The Contractot must make all payments to subcontractors 07 suppliers of Contractor. Except as otherwise agreed in writing by the State-MDOC and Contractor, the State-MDOC wi,l not be obligated to direct payments for the services other than to Contractor. The State-MDOC's written approval of any subcontractor engaged by Contractor to perform any obligot;on under trio Contract wiL not relieve Contractor of any obligations or performance required Linder the Contract. 2.474 Flow Down Except where specifically approved in writing by the State-MDOC on a case-by-case basis, the Contractor must flow down the obligations in Sections 2.031 (reserved), 2.060, 2.100, 2,110, 2.120, 2.130 (reserved), 2.200 in au i of its agreements with any subcontractors. 2.075 Competitive Selection The Contractor must select subcontractors for services to be provided on a competitive basis to the maximum practicai extent consistent with the objectives and requirements of the Contract, 2.080 state-MDOC Responsibilities 2.081 Equipment The State-MDOC most provide only tne equipment and resources identified in the Statement at Work and other Contract exhibits. 2.082 Facilities RESERVED 2.090 Security 2.091 Background Checks On a case-*-case basis, the State-MDOC may investigate the Contractor's personne; before they may have access to State-MDOC facqities and systems. Tne scope of the background check is at Inc diso'retioo of toe State-M000 and the results will be used to determine Contractor personnel e;lgibility for working wdnin State-MDOC facilites and systems. The investigations MI! include IViicnigon State Poi;ce Backgrourd checks (ICHA7) enu the Law Enforcement information NetworK (LEIN), and may include the Natoral Come Informatior Center ;NCIC) Finger Prints, Any request for background checks wl! be initiatec by the Statu-ivIDOC.-; and w e reasonably related to the tyoe of work •ecidested_ AU Cont-actor personnei must cornply with tne State-MDOC's security and acceptable use policies for State-MD3C equ,oment anc; resources. See htto://wvmmichlqan.coweit, Furthermore, Contractor personnel must agree to the State-MDOC's security and acceptable use DOlicies before the Contractor personnel wlll be acceptec as a resource to perform work for the Stote-MDOC, The Contractor i7USt pleSCCA 'nese coouner.ts to the Drospective employee before the Contractor presents the individual to the State-MDOC as a proposed resou7ce, Ic) 2.092 Security Breach Notification The Contractor hreacnes this secton, tne Contractor must (i) prompt cure any deficiencies and ( campy with any applicable Federal anc State laws and regulations pertalreng to unauthor ized discicsuree The Contractor and The State-MDOC will cooperate to mitigate, to the extent practicabie, the effects of any breach. intrusion, or enaethorized use or disclosure. The Contractor must i-eport to the State-MDOC, in writing, any use or disclosure of confidential information, whether suspected or actual, other than as Drovcied for by the Contract within ten days of becoming aware of the use or disclosure or The shorter time period as is reasonable under the circumstances. 2.093 PCI Data Security Requirements RESERVED 2.100 Confidentiality 2.101 Confidentiality The Contractor and the State-MDOC each acknowledge that the other possesses. and will continue to possess, confidential information that has been developed or received by As used in this section, "Confidential Information of Contractor must mean all non-public proprietary informatsoe of Contractor (other Than Confident:al information of the State-MDOC as defined below) which is marked confidential, restricted, proprietary, or with a similar designation. "Confidential Information" of the State-MDOC must mean any information which is retained in confidence by the State-MDOC (or otherwise required to be held in confidence by the State-MDOC under applicable Fecerel, State and local laws and regulations) or which, in the case of tangible materials provided to Contractor by the State- MDOC under ts Performance under the Contract, is marked as confidential, proprietary, or witn a similar designation by the State-MDOC. 'Confidential Information" excludes any information (including the Contract) that is publicly availabie under the Michigan FOIA, 2.102 Protection and Destruction of Confidential information The State-M000 anc Contractor must each use at least the same degree of care to prevent disclosing to third parties the Confidential Information of the other as it employs to avoid unauthorized disclosure, publication, or dissemination of its own Confidential Information of Ike character, but in no event less then reasonable care. Neither Contractor nor The State-MDOC will (i) make any use of the Confidential information of the other except as contemplated by the Contract, (ii) acquire any right in or assert any lien against the Confidential Information of the other, or (hi) lf requested to do so, refuse for any reason to promptly return the other party's Coefidentiei leformation to the other party. Each party must limit disclosure of the other party's Confidential information to employees and subcontractors who must have access tc fulfil the purposes of the Contract. Lesclosure to, end use by. a subcontractor is permissible where (A) use of a subcontractor is authorized under the Contract, (B) the eisciosure is necessary or otherwise naturally occurs in connection with work that is within the subcontractor's scope of responsibility, and (C) Contractor Ob:igates Eric SU5C017.raCt07r a !Al7ther Ca-ltract to maintain the State-MDOC's Confidentia: Information in eeeedence. At the State-MDOC's request, any ernelcyee of Contractor and Of any SLit)cortractor having access ce coetrued eeeese 1,1-..) the State-MDOC's Confidential information may be requirec to execute en acknowlecgmeet that Inc employee nas peen advised of Contractor's and the subcontractor's poligatone under this sector and of the ern pioyee's obligation to Contractcr or subcontractor, as the case may ee, to protect The Cont,dentia 'nforrretion from unauthorized use or d isclosure. Promptly Jpor terminator 07 cancellation of the Contract for any reason. the Contractor 7ust cerefy to the State-MDOC that The Contractor has destroyed all State-MDOC Confidential informatioe. 20 2.103 Exclusions Notwithstanding the forego:ng, the provisions of Section 2.100 will not app:y to any particJlar informat:on which toe State-MCC or Contractor can demonstrate (I) was, at he time of disclosure to it, in the public deman; (ii) after disclosure to it, is puip!shed or otherwise becomes part of the p ...;ollc domain through no fault of the receiving r,serty; (:ii) was in the possession of the receiving party at the time of disclosure to it without an obligation of confidentiality; (iv) was received after disciosure to it from a third party who tied a lawful ngh*, to dsciese The nforrnatior: to it without any obligation to restrict its further disclosure; or 6') was independently ceve:oped by tne receiving party %Ai:thout reference to Confidential information of the fL;rnishng, party. Further, the provisions of Section 2,100 shtl: not apply to any particular Confidential information to the extent the receiving party is required by law-to disclose the Confidential information, provided that the rece:v;rig party ;i) promptly provides the furnishing party with notice of the legal request, and (ii) ass.sts the furnishing party in resisting or limiting the scope of the disclosure as reasonably requested by the furnishing party. 2.104 No Implied Rights Nothing contained in this section must be construed as obligating a party to disclose any particular Confidential Information to the other party, or as granting to or conferring on a party, expressiy or impliedly, any right or license to the Confidential Information of the other party. 2,105 Respective Obligations Tne parties' respective ob,:igations under this sectior must survive the termination or expiration of the Contract for any reason. 2.110 Records and Inspections 2.111 Inspection of Work Performed The State-MDOC's authorized representatives must at ell reasonable times and wit') ten days odor written request, have the right to enter Contractor's premises, or any other places, where the services are being performed, and must have access, upon reasonable request, to interim drafts of deliverables or work-in- progress. Upon ten days prior written notice and at al: reasonable trries, the State-MDOC's representatives must be aliowed to inspect, monitor, or otherwise evaluate the work being performed an to the extent that the access wi:1 not reasonably interfere or jeopardize the safety or operation of the systems or facilities, The Contractor .must provide all reasonaole facilities and assistance for thc State-MDOC's representatives. 2,112 Examination of Records For seven years after the Contractor provides any work under the Contract (the "Audit Period"), the State- NIDOC may examine and copy any of Contractor's books, records, documents and papers pertinent to esta)1.5iiing Cortractor's comp;ierce wth the Contract and with applicable laws and rules. The Stete-MDOC mast r..ot.ify tie Contractor 20 days before exarring the Cor:trector's 000ks arc reccrds . The Staie-MD00 does :lot have the rigilt. to review any information deemed conficiential oy the Cont:-acto7 to the extort access would renuire the confidentia: Thformation to becor7e oubqay avaliatle. This prov;•son e:Se EaD)f_.'S to the books, records, accounts, documents and papers, ir prqlt c eiectronc: form., of any carent, affiliated or sosidiary vganlzation of Contractor, o!- any subcontractor of Contractor perf.orr-OQ serv;oes in co7Teot.:on etn the Contract. 2.113 Retention of Records The Contractor rot.,st maintain at least Lintil the end of the Audit Period, all pertinent triancJai and accounting records 1,,inc!uding timesheets and payroll recorcs, information pertaining to the Contract, and to tne services, ecJipment, and commodities proviced under the Contract) pertaining to the Contract accorcong to generaiiy accepted accouillog prilieiple arid other procedures specified in this section. Financial and account;rg records must be mace available, upon reimest, to the State-MDOC at any time during the Aucit Period, 1 an audit, litigation, or other action involving Contractor's records is initiated before the end of the Audit Perioc, the records must be retained until all issues arising out of the audit, litigation, or other action are resclved or until the end of tne Auoit Period, whichever is later, 2.114 Audit Resolution If necessary, he Contractor and the State-MDOC will meet to review each audit report promptly after issuance. The Contractor rthist respond to eacn audit report in writing within 30 days from receipt of the report unless a shorter response time is specified in the report, The Contractor and the State-MDOC must deveiop. agree upon and monitor an action plan to promptly address and resolve any deficiencies, concerns, and/or recommendations in the audit report. 2.115 Errors A. If the audit demonstrates any errors in the documents provided to the State-MDOC, then the amount in error must be reflected as a credit or debit on the next invoice and in subsequent invoices until the amount is paid or refunded in full. However, a credit or debit may not be carried for more than four invoices. If a balance remains after four invoices, then the remaining amount will be due as a payment or refund within 45 days of the last quarterly invoice that the balance appeared on or termination of the Contract, whichever is earlier, B. RESERVED 2.120 Warranties 2.121 Warranties and Representations The Contractor represents and warrants: A. ,t 5 capab.e in all respects of fulfiling and must fulfill all of its obligations under the Contract. The performance of all obligations unaer the Contract must be provided in a timely, professional, and workman-like manner and must meet the performance and operational standards recuired under the Contract. B. RESERVED C, It is the lawful owner or :iceri.see of any deliverable licensed or sold to the State-MDOC by he Contractor or develooed by the Contractor under the Contract, and the Contractor has e of the rights necessary to convey to the State-MDOC the ownership rights or licensed use, as applicable, of any and all deliveToles. None of the deliverables provided by the Contractor to the State-MDOC uncer the Contract. nor heir use by the State-MDOC, WI: infringe toe patent, copyright, trace secret, or other proprietary rignts of any third party. under toe Contract, he Contractor brocJres any eq4ment, software C7 other cieliveraole for the State-MDDC (ioc,ucling equiorri,ent. software anc other aelivenabies maoufactured, re-marketed or otherwise sold by Contractor under Contractor's name), then in addition to Contractor's °Inv responsibiiities with respect to the items in the Contract. Contractor must assign 07 otherwise transfer to toe State-MDOC or its desionees, or afford the State-MDOC the benefits of, any manufacturer's warranty for the deoverable. ....., ,..7. 220 • -AI • . E. The Contract sci7atory h.i.,:s th.e power and aatority, including any necessary corporate autr,orzatiors, necessary to enter r -.1c the Contract, on behalf of Contractor. RESLRVED Neitne . the Contractor ror any aitliates, nor any employee of ether, has, must nave, or must acquire, any co.ntractua, firanca!, business, or other interest, direct or indirect, that would conflict in any manner or degree Wth Contractor's performance of its duties and responsibilities to the State-MDOC under the Contract or otherwise create an appearance of impropriety witn respect to the award or performance of this Contract. The Contractor must notify the State-MDOC about tne nature of the don,lict o appearance of i-moroorety within two days of learning about it. H. if any of the celfications, representations, or disclosures made in the Contractor's original application changes after the Contact start date, the Contractor must report those changes immediately to the State-MDOC. 2.122 Warranty of Merchantability RESERVED 2,123 Warranty of Fitness for a Particular Purpose RESERVED 2.124 Warranty of Title RESERVED 2.125 Equipment Warranty RESERVED 2.126 Equipment to be New RESERVED 2:127 Prohibited Products RESERVED 2.128 Consequences For Breach 17 abditjon to any remedies avaa.b,e (n. law, .f the Contractor breaches any of the warranties containec :n thls section, toe breach may he considered as a default in the performance of a materiai obligation of the Contract. 2.130 Insurance 2.131 Liability Insurance RESER.VED 2.132 Subcontractor Insurance Coverage :RESERVED 111 ,:,1k76:01 ' 2.133 Certificates of Insurance and Other Requirements kiiSERVF_ID 2.140 Indemnification 2,141 General Indemnification All abiity. osses, or darrages resulting form claims, demands, costs, or judgments arising out of personal and/or bodily 1-1;uries or property damages resulting from the acts, omissions or negligence of the County, the Sneriff, their officers or employees in carrying out the obligations of the County and Sheriff under this agreement shall be the responsibility of the County, and shall not be the responsibility of the State. it is, nowever, expressly understood and agreed that nothing herein shall be construed as a waiver of any governmental immunity the County and Sheriff have as provided by statute or modified by Court decisions which shall be asserted to the maximum extent permissible. Ail lianility, losses, or damages resulting form claims, demands, costs, or judgments arising out of personal ancky bodily rij...iries or property damages resulting from the acts, omissions or negligence of the State, its several departments, boards, agencies, commissions, officers, and employees in carrying out the obiigations of the State under this agreement shall be the responsibility of the State and shall not be the responsibility of the County and Sheriff. It :s, however, expressly understood and agreed that nothing herein shall be construed as a waiver of any governmental immunity the State, its agencies or employees has as provided by statute or modified by Court decisions which shall be asserted to the maximum extent permissible. 2.142 Code Indemnification RESERVED 2.143 Employee Indemnification RESERVED 2.144 Patent/Copyright Infringement Indemnification RESERVED 2.145 Continuation of Indemnification Obligations RESERVED 2.146 Indemnification Procedures RESERVED 2.150 Termination/Cancellation 2.151 Notice and Right to Cure If tr.,e Contractor .t,eaches the Contract, and the State-MDOC, in its sole discretion, deterr71es that the reacn!s curab'e, then the State-MDOC must omvide the C,'ontractor with written. notice (-,1 the Oreacn and a time period (not :es s tian 3C days) to cure the breach. The notice of breach and opport.inity to cure ,s inapplicab-,e for SUGSC55Ve or 7eoeated breaches or if tne State-MDOC beterrnines in its sole disc7etor, that the breacn poses a serol..,s ard imminent tnreat :o the health or safety of any persor or the imminent iosse damage, of' ces`,Liction of any real or tangible persona! property. 2.152 Termination for Cause A. The State-MCOC may terminate the Contract, for cause, by notifying the Contreetcr in writing, if tne Contractor breeches any of its material duties or ooligations under the Contract (including a [throe c failure to meet any parttulai• SLA), or ii) faPs to CUT a breach within the time period specified in the written notice of breach provided by the State-MDOC. a it the Contract is terroinatee for cause, the Corttrector :Test pay all costs incurred by the State-MDCC in terminating tne Cortract, incleding but not limited to, State-MDOC administrative costs, reasonable attorneys' fees and coxt costs, and any reasorable additionai costs tee State-MDOC may incur to procure the servicesioe;iverables required by the Contract from other sources. Re-procurement costs are not corseceential, indirect or incidental damages, and cannot be exc!uded by any other terms otherwise induced in the Contract, provided the oosts are not in excess of 50% more than the prices to the se-vice/deliverables provided Lancer the Contract. C. if the State-MDOC chooses to partially terminate the Contract for cause, charges payable under the Contract wi,i be equitably adjusted to reflect those sel -vices that are terminated and the State-MDOC must Day for al services for which final acceptance nes been granted provided up to the termination date. Services and related provisions of tne Contract that are terminated for cause roust cease on the effective date of the termination. a If toe State-MDOC terminates the Contract for cause under this section, and it is determined, tot cry reason, that Contractor was not in breach of contract under tne provisions of this section. that termination for cause must be deemed to have been a termination for convenience, effective as of the same date, and the rigrits and obligations of tne parties must be limited to that otherwise provided in the Contract for a termination for convenience. 2.153 Termination for Convenience The State-rvICOC may terminate the Contract for its convenience, in whole or part, if the State-M300 determines that a termination is in. the State-MDOC's best interest. Reasons for the termination must be left to the sole discretion of the State-MDOC and may include, but not necessarily be limited to (a) the State-MDOC no longer needs the services or products specified in the Contract, (5) relocation of office, program changes, changes in laws, rules, or regulations make implementation of the services no longer practical or feasible, (c) unacceptable prices for additiona' services or new work requested by the State-MDOC, or (d) falsification or misrepresentation, ey inclusion or eon-inclusion, of information mateq,' to a response issued by the State-MDOC. The State-MDOC may terminate the Contract for its convenience, in whole or in part, by giving Contractor written nette at ieast 30 days before the date of termination. If the State-MDOC chooses te terminate the Contract in part, the charges payable under the Contract must be ecultabiy adjusted to reflect those services that are terminated. Services anc related provisions of the Contract that are terorenated for cause must cease on the effective date of tne termination. 2.154 Termination for Non-Appropriation A. The Contactor aceowledges that, if the Contract extends for severe: fis cal years, cantle-Jaen of toe Contract :s subject eL: FIDD70.p:tLItiOr availabiNy of funds for the Contract, tf f;ine's to erebie the State-MDOC to effect continued eayreent under the Centraet cre 7.0; api-ODt8tef..1 or etherwise made aveaoie, the State-MDOC must terminate the Contract anc• affected Statements of Wok, n whole or in 'part, at he end of toe last peripc for which fbriCs rave deen eppropriatec etherwise mace avai:abie by giving written notice of termination to Contractor, The Stato-MDOC roust give Contractor at least 30 days advance written notice of termination ler non- apsy-ooration o unava;abT'zy (or the time as is avai:able tne State-MDOC receives riotice of :he fine cecis.eri less P-.ar, 30 ciayS before toe funding cutoff). If fending fcr the Contract is reduced by law, or funds to pay Contractor for the agreed-to level of the services or p.odLecticn of deliverables to be provided by Contractor are not appropriated or otherwise Litiavaable, the State,MDOC may, upon 30 days written notice to Contractor, recuee the level of the servtes or the change the production of deliverab:es in the mantter and for the perioes of tine as the State-MDOC may e ect. The charges Payable uncer the Contract will be equitably adjusted to reflect any equipment, services or commodities rot proviaec by reason of the reduction, C. If the State-MDOC term inates the Contract or reduces the level of services to be previded by Contractor uncer this section. the State-MDOC must pay Contractor for all work-ireprocess performed tnrcugh the effective date of the termination or reduction in level, as the case may be and as determined by the State-MDOC, to the extent furds are avaitable. This section wil not preclude Contractor from reducing or stopping services/deliverables or rais ing against the State-MDOC in a court of competent jurisdiction, any claim for a shortfall in payment for services performed or deliverables finally accepted before the effective date of termination. 2.155 Termination for Criminal Conviction The State-MDOC may terminate the Contract immediately and without further liability or penalty in the event the Contractor, an officer of the Contractor, or an owner of a 25% or greater share of the Contractor is convicted of a criminal offense related to a State, pJbfic or private Contract or subcontract. 2.156 Termination for Approvals Rescinded RESERVED 2.157 Rights and Obligations upon Termination A. If the State-MDOC terminates the Contract for any reason, the Contractor must (a) stop all work as specified in the notice of termination, (b) take any action that may be necessary, or that the State- MDOC may direct, for preservation and protection of deliverables or other property derivec or resulting trete the Contract that may be in the Contractor's possession, (c) return 314 materias and property Provided directly or indirectly to the Contractor by any entity, agent or employee of the State- MDOC, (d) transfer title in, and de:iver to, the State-MDOC, unless otherwise directed, all de,iverables intended to be transferred to the State-MDOC at the termination of the Contract and which are resulting from the Contract (which must be provided to the State-MDOC on an "As-Is basis except to the extent the amounts paid by the State-MDOC in respect of the items included compensation to Contractor for the prov.sion of warranty services .n respect of the materials), and (e) take any action to mitigate and limit any potential dameees, or requests for the Contractor adjustment or termination settlement costs, to the maximum practical extent, including terminating or limiting as otherwise appl'cable to those subcontracts resulting from the terminated Contract. B. If the State-tv1DOC termieates the Contract before its expiration for its own convenience, the State- MDOC must pay the Contractor for all charges due for services Drovided oefore the date of termraticn and. i7t applicable, as a separate item of payment under the Contract, for work in process, on a percentage of completion basis at the level of completion determined oy the State-MDOC. All comeietee or partiaiy compieted services prepared :ay the Contractor under the Centtect at the option of the State-MDOC, becomes the State-MDOC's property, and the Contractor is enVtied to receive eouitaee fair eempensation for them. Regardless of the basis for the termination. the State- ViDOC is not oo:igated to pay, 07 otherwise compensate, Contractor or any lost expected future profits, costs or expeeses incurred with respect to services not actually perforerec for the State- MDOC, C. Upon a gem faith tervnation, the State-MDOC may assume, at 'Is option, any sueuontracts and agreements for Se7V:0t1S provided uncer the Contact, and may furtner PursJe come:etion of tee B. fra ' services under tho Contract by replacement contract or othereese as the Stater-MDOC may in sts sae eedgreent deem exceceent. 2.158 Reservation of Rights Any terrninaeon of the Cole-act or any Statement of Wori. ssued Jrider it by a party -11.1.1st be with feli reservaeon of and without prejudice to, any rights or remedies otherwise available to the party with respect to any doers arise-ig before or as a result of the termination. 2.160 Termination by Contractor 2.161 Termination by Contractor If the State-MDOC breaches the Contract, and the Contractor in its sole discretion deterrrenes that the breach is curab:e, then the Contractor will provide the State-MDOC with written notice of The breach and a time period toot less than 30 days) to cure the breach. The notice of breach and opportunity to cure Es inapOcabie for excessive and repeated breaches. The Cone-actor may terminate the Contract if the State-MDOC (i) materially breacnes its obligation to pay the Contractor undisputed amounts due and ovging under the Contract, (ii) breaches Its other obligations -under the Contract to an extent that makes it impossible or impractical for the Contractor to perform the services, or (id) does not cure the breach within the time period specified in a written notice of breach, but the Contractor must discharge its obligations under Section 2.190 before it terminates the Contract. 2.170 Transition Responsibilities 2.171 Contractor Transition Responsibilities If the State-tv1DOC terminates the Contract, for convenience or cause, or if the Contract is otherwise cessoivcd, voided, rescinded, nullified, expires or rendered unenforceable, the Contractor agrees to comply with direction provided by the State-MDOC to assist in the orderly transition of equipment, services, software, leases, etc. to the State-MDOC or a third party designated by the State-MDOC. if the Contract expires or terminates, the Contractor agrees to make ali reasonable efforts to effect an orderly transition of services within a reasonable period of time that in no event will exceed 90 days. These efforts must include, but are not limited to, those listed in Sections 2.171, 2.172 (reserved), 2.173, 2.174, and 2.175. 2.172 Contractor Personnel Transition RESERVED 2.173 Contractor Information Transition The Ceetractor agrees to provide reasonable detailed specifications for all ser‘eces/deliveraeles needed the State-MDOC, or specified thtcf party. to properly provide the services/deliverables reauired under the Contract. The Contractor must provide the State-MDOC with asset management oata generated from the inceetioe of the Contract through the date on which the Contractor is terminated in a common eleeneatee format uness otnervese requested by the State-MDOC. The Contractor must deierer to the State-M000 any retea -ic owed reports and cocementation Silii in Contractor's possession subject to appropriate payment by the State-M000. 2.174 Contractor Software Transition "Me COrltraCtO:' rCascrrab'y assist tie State-N*0C ;n his accusition of any Contractcr softwa,e requ'red to Perform the serv;cesiuse the deeverabies under the Contract, This must nCLCO any 7Jocumentation Oceng used by tne Contractor to perforce the services uncer the Contract. If tie State- telDOC traesfors sotw:"i3!-e lies to the Contractor, triose licenses must, Jpon t the Contract, transfer back to The State-MDOC at their curent !-evisian level. Upon notification by the State- MDOC, tne Contractor may be required to f -eeze all nor-critical changes to daverables/services. 2.175 Transition Payments If the transition !-est.,ts from a tcrminaton for any reason, reimbursement must be governed by the terriThatiom provisions of the Contract. If the transition results from expiration, the Contractor wiL be ~eimbursec for all reasonable transition costs (i.e, costs incurred within the agreed period after Contract expiration that reK.Its from transition operations) at the rates agreed upon by the State-0C. The Contractor must prepare an accurate accounting from which the State-MDOC and Contractor may reconcie a;, outstanding accounts. 2.176 State-MDOC Transition Responsibilities in the event that the Contract is terminated, dissolved, voided, rescinded, nullified, or otherWse rendered unenforceable. the State-MDOC agrees to perform the following obligations, and any others upon which the State-MDOC and the Contractor agree: A. Reconciling all accounts between the State-MDOC and the Contractor; B. Completing any pending post-project reviews. 2.180 Slop Work 2.181 Stop Work Orders The State-MDOC may, at any time, by written stop work order to Contractor, require that Contractor stop a, or any Part, of the work, called for by the Contract for a period of up to 90 caiendar days after the stop work order is delivered to the Contractor, and for any further period to which the parties may agree. The stop work order must be identified as a stop work order and must indicate that it is issued under this Section 2.180. Upon receipt of the stop work order, the Contractor must immediately comply with its terms and take ail reasonable steps to minimize incurring costs allocable to the work covered by the stop work cyder during the period of work stoppage. Within the period of the stop work order, the State-MDOC must either: (a) cancel the stop work order: or (b) terminate the work covered by the stop work order as provided in Section 2.150. 2.182 Cancellation or Expiration of Stop Work Order The Contractor must resume work if the State-MDOC cancels a stop work order or if it expires. The parties will agree upon an equitable adjustment in the dekvery sonecule, the Contract price, or both, and the Contract must be modified, in writing, accordingly, if: (a) the stop work order results in an increase ir the -zirne required for, or in Contractor's costs properly allocable to, the performance of any part of The Cortract; and (b) the Contractor asserts its right to an equitable acjustment vvitWn 30 calendar days after the end of the period of work stoppage; provided that, if the State-MDOC deoices the facts justify the action. the State-MDOC may receive and act upon a Contractor proposa submitted at ar y time before final payment under the Contract. Any ad,i,iSt:17 cnt must conform to tne requirements of Section 2.024, 2.183 Allowance of Contractor Costs If the stop work order is ot canceled and the work covered by the stop work order s terminated for reasons other than material breacr, The termination must be deemed to Pe a termination for converrence unde7 Section 2.150, and tic State-MDOC wit pay reasonable costs resulting from tie stop work order Eh ar.r.'ving at the termi7 -,aton settlement. For the avoidance of doubt, the State-MDOC is not liable to Contracto~ fo oss of profits because of a stop work. order issued under this Section 2.180. 2S 2.190 Dispute Resolution 2.191 In General Any eia:m, counte'cle.re, 07 dispute between the State-MOOC and Centractor arne out ct or relating :o the C oetract or ery Statement of WorK must be resolved as foCovvs: F07 all Con:recto- cle,r-,,s seeking an increase in the amounts payabie to the Contractor under t;'-'!e Contract, or the li'me for Contractor's performance, the Contractor must submit a letter, together with al data suoportns toe claims, executed by Contractor's Contract Compliance Inspector or the Contract Corrp;iance Inspeoto's designee certify4-ig that (a) the clam is made in good faith, (b) the amount e;airned aecerate,y reflects the adjustments in the amoents payable to Contractor 07 the time for Contractor's perforreerce for which Contractor I) elieves the State-MDOC is liable and covers al,' costs of every type to whieh Contractor is entitled from the occurrence of the claimed event, and (c) the elajrn and the supporting cata are cerrent and complete to Contractor's best knowledge and belief. 2.192 Informal Dispute Resolution A. All disputes between the oarbes must be resolvec under the Contract management procedtres in the Cont-eet. If the parties are unable to resolve any disputes after comPliance with the processes, the parties must meet with the State-MDOC, for the purpose of attempting to resolve the dispute without the need for formal legal proceedings, as follows: The representatives of the Contractor and the State-MDOC must meet as often as the pates reasonably ceem necessary to gather and furnish to each other all information with respect to the matter in issue which the parties oelieve to be appropriate and germane in connect;on with its resolution. The representatives must discuss the problem and negotiate in gooe faith in an effort to resolve the dispute without the necessity of any formal proceecing. During the course of negotiations, all reasonable requests made by one party to another for non-privileged information reasonably related to the Contract must be honored In order that each of the parties may be fuiiy advised of the other's position. (iii) The specific format for toe discussions will be left to the dtscretion of the designated State- MDOC and Contractor representatives, but may include the preparation of agreed upor statements of feet or written statements of poslion. (iv) Fellowele the completion of this process within 60 calendar days, the State-MDOC, must issue a written opinion regarding the issue(s) in dispute within 30 calendar days. The opinior regarding the cispute must be considered the State-MDOC's fine! action and the exeaustion of administrative remedies. B. Tnis section must not be construec to prevent either party from instituting, aria a party is autnorized to .nstitute. formal proceedings earlier to avoid the expiration of any applicable Ilmeetions period, to ereserve a supers:Jr .eosition with respect to other creditors. or under Section 2.193. C. The State-MOOS w;; not mediate disputes between tne Contractor e7 -)c any other entity. except State agencles, eeecere•ng responsibility for performance of work under the Contract. 2.193 Injunctive Relief Tne only circumstance e.1 w%ch disputes oetwe.en the State-MDOC and Contractor will not oe subject te the provisions of Section 2.192 is where a party makes a woe faith detemtnation that a breaen of the terms of the Contract by the other party is that the damages to the party resulting from the Preece wi be so 'enrrecate. so large or severe and so :neapaole of aoequate redress after the fact :hat e temporary restraining order 0 , oteer immediate inunetive relief is the only adequate remedy , in 2.194 Continued Performance Each party agrees to ccntinue performing its obligations under the Contract while a dispute is being resoived except to the extent the issue in dispute precludes Performance (dispute over payment must not De deemed to preclude performance) and without knifing either party's r .ght to terminate the Contract as providee in Section 2.150, as The case may be. 2.200 Federal and State-MDOC Contract Reauirernents 2.201 Nondiscrimination In The performance of the Contract, the Contractor agrees not to discriminate against any empioyee or applicant for employment, with respect tc his or her hire, tenure, terms, conditions or privileges of employment, or any matter directly or indirectly related to employment, because of race, color, religion, national: origie, ancestry, age, sex, height, weight, marital status, or physical or mental disability. The Contractor further agrees that every subcontract entered into for the performance of the Contract or any purchase order resulting from the Contract must contain a provision requiring non-discrimination in employment, as specified here, binding upon each subcontractor. This covenant is required under toe Elliot Larsen Civl Rights Act, 1976 PA 453, MCL 37.2101, at seq., and the Persons w:th Disabilities C;vEl Rights Act. 1976 PA 220, MCL 37.1101, et seq., and any breach of this provision may be regarded as a material breach of toe Contract. 2.202 Unfair Labor Practices Under 1980 PA 278, MCL 423.321, et seq.. the State-MOOC must not award a Contract or subcontract to an ernoioyer whose name appears in the current register of employers failing to correct an unfair laoor practice compiied under Section 2 of the Act. This information is compiled by the United States National Labor Relations Board. A Contractor of the State-MDOC, in relation to the Contract, must not enter into a contract with a subcontractor, manufacturer, or supplier whose name appears in this register. Under Section 4 or 1980 PA 278. MCL 423.324, the State-MDOC may void any Contract if, after award of the Contract, the name of Contractor as an employer or the name of he subcontractor, maeufacturer or supplier of Contractor appears in the register. 2.203 Workplace Safety and Discriminatory Harassment In performing serv;ces for the State-IVIDOC, the Contractor must comply with the Department of Civil Service Rule 2-20 reoareing Workplace Safety and Rule 1-8.3 regarding Discriminatory Harassment. In addition, the Contractor must comply with Civil Service regulations and any applicable agency rules provided to the Contractor, For Civil Service Rules, see http://www.mi.govirndcs/0,1607.7-147-6877--- ,00.htrre 2.204 Prevailing Wage RESERVED 2.210 Governing Law 2.211 Governing Law -Tee Contract must in a respects De governed Dy„ and construed according to, the suos .tartve .aws of tne. State of Mthiaan witnox regarc to any Michigan cno -ce of law rules that would apply the substantive :aw of any other jurisd'et:or. to the extent not inconsistent with, or pre-empted by Federal law. 2.212 Compliance with Laws The Contractor comely wTh appllcable State, Feeiera, and loca laws and ord,nances Ir erov•eng roe ser,ec.esicelivereeles, . 2 (1 2.213 Jurisdiction Any dispute aosino from the Contract must be resolved the State of Michigan. With respect to any c!arri between the pates, the Contractor consents to venue in Ingham County, Michigan, and i7revocab;y wiaves any objections t may have to the jurisdttior on tOe grounds of ink of persona: jurisdiction of the court 07 the iayiog of venue cf the court or on the bas's of forum non conveniens or otherwise, The Contractor agrees to appoint agents in the State of Michigan to receive service of process. 2.220 Limitation of Liability 2.221 Limitation of Liability Neither the Contractor nor the State-MDOC is liable to each other, regardless of the form of act:on, for consequential, incidental, indirect, or special damages. This limitation of liability does not apply to claims for infringement of United States patent, copyright, trademark or trade secrets; to claims for personal injury or camage to property caused by the gross negligence or willful misconduct of the Contractor; to claims covered by otner specific provisions of the Contract calling for liquidated damages; or to court costs rx attorney's fees awarded oy a court in addition to damages after litigation based or the Contract. The Contractor's :iaollity for damages to the State-MDOC is litnited to two times the value of the Contract or 5500,000.00 whichever is righer. The foregoing limitation of liability does not apply to claims for infringement of United States patent, copyright, trademarks or trade secrets; to claims for personal injury or damage to property caused by the gross negligence or willful misconduct of the Contractor: to claims covered by other specific provsions of the Contract calling for liquidated damages; or to court costs or attorney's fees awarded by a court in addition to damages after litigation based on the Contract. The State-MCOC's iiabiiity for damages to the Contractor is limited to the value of the Contrac:. 2.230 Disclosure Responsibilities 2.231 Disclosure of Litigation RESERVED 2.232 Call Center Disclosure RESERVED 2.233 Bankruptcy RESERVED 2.240 Performance 2.241 Time of Performance A. TOe °cots-pc:to-7 roost use ocrornerc:ail:y, reasonable efforts to provde the resources necessary to co -rolote se'vins uccording to the ttrie scneduies contained in the Statements of WoK anc other extbits oovernioo the ,t107. eno with professional qualty, S. Without imtng the geoe!-ality of Section 2.241(4 the Contractor most notify the State-MDCDC 1 a timely manner :upon becoming aware of any circumstances that may reasonably De expected to jeoparoOze Inc timely and successful completion of any services on the scnecluied oJe dates in the State-MDOC-aoTxoved Contract. C. i the C:oreractor colleves thet a Oelay in performance by the State-MDOC has ca...iseo C7 WI I cause the Contractor to be ooaole to perform :fs obiigations according to soecifieo Contract tme Der;Ocs.. trle Contractor m,s1 notfy Inc State-MDOC in a ti -riey marner and must use commercialy (eZsorabie efforts to perform :'ts obligatiors according to tie Contract time periods notwithstanding he State- MDOC's failure. The Contractor w.!, not be in oefault for a delay in performance to tie extent tie ce!ay 's caused by the State-MDOC. 2.242 Service Level Agreements (SLAs) RESERVED 2.243 Liquidated Damages RESERVED 2.244 Excusable Failure Neither party will be liabe for any default, damage, or delay in the performance of its obligations unoer The Contract to tne extent the default, damage or delay is caused by government regulations or requirements (Executive, Legislative, Judicial, Military, or otherwise), power failure, lightning, earthquake, war, water or other forces of nature or acts of God, delays or failures of transportation, equipment shortages, suppliers' failures, or acts or omissions of common carriers, fire: riots, civil disorders: strikes or other labor Oisoutes, embargoes; injunctions (provided the injunction was not issued as a result of any fault or negligence of the party seeking to have its default or delay excused): or any other cause beyond the reasonable control of a party; provided the non-performing party and its subcontractors are without fault in causing tne default or delay, and the default or delay could not have been prevented by reasonable precautions and cannot reasonably be circumvented by the non-performing pary through the use of alternate sources, workaround plans or other means, including disaster recovery plans_ If a party does not perform :ts contractual obligations for any of the reasons Listed above, the non- performing party will be excused from any further performance of its affected obligation(s) for as long as the circumstances prevail, but the party must use commercially reasonable efforts to recommence performance whenever and to whatever extent possible without delay. A party must promptly notify the other party in writing immediately after tne excusable failure occurs, and also when t abates or ends. If any of the above-enumerated circumstances substantially prevent, hinder, or delay the Contractor's performance of the services/provision of deliverables for more than ten Business Days, and the State- MDOC determines that performance is not likely to be resumed within a period of time that is satisfa.ctory to the State-MDOC, in its reasonable discretion, then at the State-MDOC's option: (a) the State-MDOC rray orocure the affected services/cleivernbles from an alternate source, and the State-MDOC is not liable for- payment for the unperformed services/deliverables not provided under the Contract for so long as the deay ir oerformance continues; (b) the State-MDOC may terminate any portion of the Contract so affected and tie cnarges payable will be equitably adjusteo to reflect those services/deliverables terminatec; or (o; the State-MDOC may terminate the affected Statement of Work without liability to Contractor as of a date specified by the State-MDOC in a written notice of termination to the Contractor, except to the extent that the State-MDOC must pay for services/deliverables provided through the date of termination_ The Contractor will no have the right to any additional payments from tie State-MDOC as a result of any excusable fatire occurrerce or to payments for services not renderedIdeliverabies not provided as a result of trio excuseipe failure condition_ Defaults or delays ir performance by Contractor which are cause c by acts or omissions of its subcontractors will not reeve Contractor of its obJgations sneer the Contract except to the extent that a sJbcontractoi" is itself subject to an excusaole Wure concitier described above arc Contractor cannot reasonabiy circumvert the effect of tie subcontrecior's ceauit or ceiay in performance throur the i.se of alternate sources, wo7karound plans or other means. 2.250 Approval of Deliverables 2.251 Delivery Responsibilities RESERVED 2,252 Delivery of Deliverables RESERVED 2.253 Testing RESERVED 2.254 Approval of Deliverables, In General RESERVED 2.255 Process For Approval of Written Deliverables RESERVED 2.256 Process for Approval of Services RESERVED 2.257 Process for Approval of Physical Deliverables RESERVED 2.258 Final Acceptance RE:SERVED 2.260 Ownership 2.261 Ownership of Work Product by State-MDOC The State-MDOC owns al! aeliverables as they are works made for hire by the Contractor for the State- MDOC. The The State-fv1DOC owns all United States and international copyrights, trademarks, patents or other proprietary rights in the deliverables. 2.262 Vesting of Rights With tile sole exception of any preexisting licensed works identified in the SOW, the Contractor assigns, and iiPlan creation of each deiiverable automatically assigns, to the State-MDOC, ownership of all United States and internationa: copyrights, trademarks, patents, or other proprietary rights in each and every deiiverable, whetnei" or not registered by the Contractor, insofar as any the deliverable, by operation of law, may not be considered work made for hire by the Contractor for the State-MDOC. From time-to-time upon tne State-MDOC's request. the Contractor must confirm the assignment by execution and delivery of the ass gnmerts, conti:Thations of assignment, or other written instruments as the State-MDCC may request. The State-MDOC 7-lay obtain and hold in its own name ali copyright, trademark, and patent registrations anc.3 other evidence of rights that may Pe available for deliverables. 2.263 Rights in Data A. The State-rvIDO0 is the owner os al. data made available by the State-rvIDOC to the Contractor or :ts agents . subcontcectors o representetves under the Contract, The Contractor must not use the State-MDOC's Cara fo!- any ?LP-pose other than providing the services, nor will any uart of the State- MDOC's cata Pe ersdoseq. sad. assioned, lease° Or otherwise disposed of to tne genera; public or to sceclft thi7-c• carties o commercialiy exploited by or on behalf of the Contractor. No employees of the Contracto'. other thar t•:-..oso on a strict)/ need-to-know basis, nave access to the State-MDOC's Cata Cont-actc.7 s)c1'.. possess or assert any lien 07 other r,ont against The State-MDOC's data Witho;.;t '-initing the generality of this section, the Contractor must crly use personally identifab'e informetion as strictly necessary to provide the services and must disclose tne information oe.y to its employees who have a strict need-to-know the information_ The Contractor must comply at aii tIrres. wit-, all .aws and reguiations applicable to the Dersonally identifiable information. B. The State-MDOC is the owner of all State-tvIDOC-specific data under the Contract. Tne State-MDOC may use tne data provided by the Contractor for any purpose. The State-MDOC must not possess or assert any lien or other right against the Contractor's data. Witnout limling the generality of this section, the State-IMDOC may use personally identifiable information only as strictly necessary to ut:iize tne services and must cisclose the information only to its employees who have a strict need to know the ifformation, except as provided by law. The State-MDOC must comply at all times with al; .aws and regdatOes applicable to the personal)/ identifiable information. Other material developed and provided to the State-MDOC remains the State-MDOC's sole and exclusive properly. 2.264 Ownership of Materials The State-MDOC and the Contractor will continue to own their respective proprietary technologies developed before entering into the Contract. Any hardware bought through the Contractor by the State- fv1DOC, eine paid foe by the State-MDOC, will be owned by the State-MDOC. Any software licensed through the Contractor and sold to the State-MDOC, will be licensed directly to the State-MDOC. 2.270 State-MDOC Standards 2.271 Existing Technology Standards The Contractor must adnere to all existing standards as described within the comprehensive listing of the State-MDOC's existing technology standards at http://www.michioan.govkilt . 2.272 Acceptable Use Policy To the extent that Contractor has access to the State-MDOC computer system. Contractor must comply with the State-MDOC's Acceptable Use Policy, see http://vvww.rnichigen.goviditserviee. All Contractor employees must be reouired, in writing, to agree to the State-MDOC's Acceptable Use Policy before access:ng the State-MDOC system. The State-MDOC reserves the right to terminate Contractor's access to the State-MDOC system if a violation occurs. 2.273 Systems Changes The Contractor is not responsible for and not authorized to make changes to any State-MDOC systems velhoct written authorization from the project manager. Any changes toe Contractor makes to State- l'ADOC systems with the State-MDOC's approval must be done according to applicable State-MDOC Procedures, Including security, access, and configuration management procedures. 2.280 Extended Purchasing 2.281 MIDEAL RESERVED 2.282 State Employee Purchases RESERVED 2.290 Environmental Provision 2.291 Environmental Provision RESERVED !•‘• 2.300 Other Provisions 2.311 Forced Labor, Convict Labor, Forced or Indentured Child Labor. or Indentured Servitude Made Materials RESERVED RIDER A MINIMUM PROGRAM AND FINANCIAL MANAGEMENT STANDARDS MINIMUM PROGRAM STANDARDS Loco. jurisdictions wttich are awarce.d Community Corrections Act funds from the STATE must: A. Apply for furdng pursuant to P.A. 5'` 1 of 1988, Section 8. B. Demonstrate the likeiihood of a reduction ir prison admissions and cnanges in the utilization of the ai and other community-based sanct ons and services. C. Work with offenders who: 1. Are bound for prison (especially with snort sentences), are jail inmates, or are sound for jail without program intervention: 2. Have not oemonstrated a pattern of violent behavior; and 3. Do not have a criminal record which indicates a pattern of violent offenses. (P.A. 511 of 1988, Secton 4. 8.2a) D. Define poiicies am procedures pertaining 10: program eligibility criteria, target populations. screening anc eligibility determination procedures. E. Define the scope of services to be provided, duration of offender participation in programs, and the imoact of offender participation in programs on jail utilization or prison admission. P-ovide specific procedures to ensure program and fiscal accountability. 1. Maintain a complete offender record management system which protects offender confidentiality and provides a complete and total record of 311 program activty for each offender. 2. Prov:de for thorough compilation, analysis and reporting of offender profile and program participation data consistent with policies and procedures set by the STATE. 3. Participate in program reviews as prescribed by the local advisory board and he STATE. 4. Connct a formal on-site assessment of eacn subcontractor's program operations and fiscai admin.stration_ At a minimum, the assessment should include: a. Compliance with agreement specifications. D. Comp:ianal wtth applicabie icensure requirements. Corroianoe with pertinent Federa and State statutes. d P70:70SS ii re.sOvrtig corrective actions i-equired by prior assessments. G, ?rovide written eports to subcontractors regarding he results of assessTents, recomrnencattrs for r-iir-oving performance, and a timetable for resolving ostandirg ,ssues. Rder A — Oakiand County Pace 2 H. Meet all requreinents of the appicable guideiines set forth in eli sections of this contract and otne7 STATE policy doc,imehts. MINIMUM FINANCIAL MANAGEMENT STANDARDS A. General Requirements: A budget shall be prepared and adopted by the CONTRACTOR in accordance with P.A. 621 of 1978, the "Uniform Budgeting and Accounting Act'', issued by the Local Government Audit Division of the Michigan Department of Treasury. Any budget submitted in other tnan the prescribed form must contain the same information required in tie presorted form. 2. Funds shall be utilized in accordance with the approved comprehensive Dian for those services which are consistent with service definitions issued by the STATE. 3. All funds. including interest earned and fee revenues generated by a P.A. 511 funded program, shall only be used for eligible offenders and services under P.A. 511. There will be one fiscal agent responsible for the administration of community corrections funds. In a multi-jurisdiotionat program, one fiscal agent shall serve all particpating local units of government. The fiscal agent shall be responsible for approving all financial expenditures and for providing required financial reports to the STATE. The fiscai agent snall maintain a financial management system which fully and accurately accounts for the use of funds it administers. At a minimum, the system shah provide for: a. Maintenance of a separate special revenue fund for community corrections programs. b. 4, uniform accounting system which conforms to generally accepted accountng principies. A system of source documentation to support disbursements and expenditures and prober aiiocation of costs in accordance with applicable cost p-mcipies, d. Procedures to minimize the time between receipt of revenues from the STATE and disou7sernent of payments to ensure that services can oe provioed without interruption. e. Monthy reportrg of the f:nanciai data in accordance with the STATE reporting recuire -nents. Effective control era acc..-ountabiity fo al: agreement funds an rea' propeiy acquired g. Timely preparation of year-end close out report(s) within 3C days of the exbirarti, date of tne contract. Rice A Oeiane iCcuritiy Page 3 h. Polices and procedures shal: be established for the procurement of goods E,'10 services that provde guidelines for secunng sole source bids, and reasonable assurance that the goods and services are purchased n a cost- effective, fair and equitable manner. Any reallocation of funds among programs included wilhin an approved plan and budget reculres the prior approval of the STATE. Financial obligations incurred after the effective termination date of this agreement wid be the respons:bility of the CONTRACTOR or the provider oic serv ces. K. Community Corrections funs may be used as matching funds to acquire additional resources from both public and private sources. Those additiona resources are to be used to provide additional services to the targeted population. I. Al equipmert or other personal property purchases in excess of $1,000.00, purchased with STATE monies, must receive the prior approval of the STATE All such equipment and other personal property shall be inventoried annually and a complete inventory, containing information prescribed by the STATE. shall be submitted to the STATE thirty (30) days prior to the end of the term of the contract. Such purchases shall revert to the STATE in the event the programs funded pursuant to this agreement are discontinued. RIDER B COMMUNITY CORRECTIONS PLANS AND SERVICES CONTRACTOR: OAKLAND COUNTY Tie following are additionai terms and conditions which apply to the Community Corrections Plans arid Services fns vonich have been awarded to the CONTRACTOR by the STATE. STATEMENT OF WORK The CONTRACTOR shall implement policies and procedures and deliver services to eligible offendet,s in accord with the goals and objectives. standards and policies as set fort n ln Act 511 of the Public Acts of 1988, the provisions of the State Appropriations Act, the CONTRACTOR's Comprehensive Corrections Pian and the Proposal for Community Corrections Funds (Attachment A) as approved by The STATE. For purposes of this Section. in Attachment A, "CONTRACTOR" means the "County", The CONTRACTOR's policy and program plan for FY 2011 and award of FY 2011 funds, as approved by the STATE„orovide for as stated in Attachment A, Section LA., Strategic Plan Analysis - FY 2011. The r'( 20", 1 policy and prograrr elan and the award of funds were approved by the STATE to provide for as stated in Attachment A, Section IlL.Offic.e of Community Corrections. The STATE snail provide assistance as stated in Attachment A, Section IL, Technical Assistance Plan. REPORTING REQUIREMENTS Monthly Expenditure Reports: The CONTRACTOR shall suomit to the STATE by the le day following the end of each monthly bil:irg period the attached Montnly Expenditure Report. The expenditure report form may be duplicated for the purposes of meeting the monthly reporting requirements. Alternatively, toe CONTRACTOR may generate an liter-al form wnicn refects the approved budget categories, Program Participation and Offender Profile Data: The CONTRACTOR she:, submit program ba!-ticipation and offender profie data on a monthly basis Data and 1^,formation are to be submitted on forms or in a format provtled by tne STATE. A. Data pegaining to offender participation in all programs. B. Seievec,i cnaratorstics of offenders determined OgItA for .;:lne enrolled in programs. C. Ci-fonde - data 's to be s'oim,-ttec by the 151' day ot the month subsecJent to the report;nu pe(ioc in a fon-net arovbed by the STATE. Rider B Oaklarci County Page 2 \,/l.dyear arc Year-end Reports: A. A midyear report shel! be submitted by MARCH 15TH each year of the contract. All data is to be submitted on forms or n a format provided by the STATE. The report has five (5) parts that includes the following, Summary of the progress toward addressing any contractual conditions as established within the contractual agreement and outined in the Proposal fo - Community Corrections Funds. 2. Summary of the status for each objective as established within the contractual agreerneht and outlined in the Proposal for Community Corrections Funds. 3. Summary o: how the Community Correction Programs funded by the STATE nas reduced the Prson Commitment Rate (PCR) and improved local jail utilization, including the total number of jail bed days saved by each program. 4. Description of any factors whicn have contributed to expenditures which are significantly above or below the projected level analysis of financial status (planned versus actual expenditures) and any proposed budget amendments. 5. An updated Strategic Plan and Status Report as outiined in the Community Corrections Comprehensive Plan & Application for FY 2011. B. A year-end report, as prescribed by the STATE, shall be submitted Ds/ October 31 5` each year of the current contract. CCAB Meetng Minutes: A. The CONTRACTOR shall provide the STATE with copies of local CCAB meeting, minutes within 30 days of being approved by the local CCAB Board. TERM OF AGREEMENT The terms and conditions pursuant to this agreement shall remain in effect from October 1, 2010 through September 30, 2011. COMPENSATION The STATE agrees to prov.de payment to the CONTRACTOR for allowable program and acrninistre.,.tive costs incurred during the term of this agreement. The allowable program and administrave costs are idenffied in :n.e P7obbsal for Community Corrections Funds attached to this agreement. The maxirum arucJr.: payable to the CONTRACTOR Purscant to this Rider is $1,551,986.14. Payments :c the CONTACTOR shall be made morthiy and in accord with the following terM5 A. The STATE shall 7e.P,iburse tie CONTRACTOR for al:owabie program and admtistraIive costs. RderB — Oakland C,o,..irzy Page 3 Paymen,ts are colditionai uoon the CONTRACTOR submittal of al: recuired moritfty expenditure and program data, the midyear and yf7.0 --ond reports,and. resoonses to finaPcia ***/******.**VP**It* * . • . * FOR INTERNAL USE ONLY - The appropriation number, irdex. program cost account, and agercy objec to which program costs pursuant to this Rider will be charged: Appropriation Number: 19335 Index: 12150 Program Cost Account: 14011 Agency Object: 8108 RIDER D DRUNK DRIVER JAIL REDUCTION AND COMMUNITY TREATMENT PROGRAM CONTRACTOR: OAKLAND COUNTY The following are additiona terms and conditions which apply to the Fiscal Year 2011 Community Correctors Plans and See,eoes funds which have been awarded to the CONTRACTOR by the STATE. STATEMENT OF WORK The CONTRACTOR shall implement policies and procedures and deliver services to eligible offenders in accord with the goats and objectives, standards and poiicies as set forth in Act 511 of the Public Acts of 1986, the provisions of the State Appropriations Act, the CONTRACTOR's Comprehensive Corrections Plan for FY 2011, and the Proposal for Community Corrections Funds for FY 2011 (Attachment A) as approved by the STATE. For purposes of this Section, "CONTRACTOR" means tne "County". ELIGIBILITY CRITERIA Funds are to be utilized to provide substance abuse services for OUIL Ill felony offenders that meet the following criteria: A. As used in this section, "felony drunk driver" means a felon convicted of operating a motor vehicle under the influence of intoxicating liquor or a controlled substance, or both, third or subsequent offense, under section 625(9)(c) of the Michigan vehicle code, 1949 PA 300, MCL 257.625, or ts preoecessor statute, punishable as a felony. B. Convictec felony drunk driver offenders that are intermediate cell offenders with a sentencing guideline score (SOL) of a maximum of 18 months or less. C. Are alcohoi decendant or abusing. D. Have rct caused serious injury in an alcohol or drug related crasn, L. Do rot have violent felony conviction in the past ten (10) years, F Do not have more trian one (t ) violent misdemeanor conviction in the past ten (1O) years. ACCREDITATION The CONTRAC—OR srall ensure triat all substance abuse treatment providers are accredited by an establisred reco.c..-zed accrediting agency. The accrediting agencies recognized by the STATE are A. Joirt Commission on Accredita'jon B. Amence:n Osteocath.c Associa;ion (AOA) -- Oakand Oc:q.inty od e 2 C. Commission on Accreditation of R_enabitation (CARF) 0, National Corr,rotec for Quality Assurance (NCOA) E. Councl. on Aocreoiration (COA) REPORTING REQUIREMENTS Monthiy Expenditure Reports The CONTRACTOR snail submit to the STATE by the 15'' day following the end of eadi monthly blirg pehod the attached Monthly Expenditure Report. The expenditure report form may be duplicated for the purposes of meeting the monthly reporting requirements. Alternatively, the CONTRACTOR may generate an interna form %.(vhich reflects the approved budget categories. Progrorr Part;cipation and Offender Profile Data: A. Tne CONTRACTOR shall submit program participation and offender profile data by the 15 th day of the month in a format proVded by the STATE. B. Data pertaining to offender a rt ell) a tic n in all programs will include the following: Selected characteristics of offenders determined eligible for and enrollee in programs, 2. Average length of stay in 'all. 3. Average length of time in the program. 4. Aiconol and other drug testing results 5. The successful completion rates. Midyear and Year-end Report: A. A micyea.. report shall be submitted by MARCH 15TH each year of the contract. Ad data is to Pc submitted on forms or in a format provided by the STATE. The report has four (4) ports that inc;uoes the folowing: 1. Summary e`. the Dro g re ss toward addressing any contractual conditions as established within tne contractual agreement and outlined in the Proposal for Comuthnity Corrections Funas S,ims.re-y of t.!-,e status for each ohjeave as established within the coltractuai agreement one outiinec in the Proposal for Community Cor5ec.:.tions Funds. SJmnlary of how tie DDJRICTP tunes have: a, ;ricreasec the availatity of treatment options to reduce drunk cl:-:ving offenses one c,rulk d-ivr,e related deatns by addressing alcohol addiction o; feiony cTur.K envers. CoL7nly Divertad te!cry drunrc Clvers from beino sentenced to tail or reduced the 'er‘r,•7,1" 34 stay [nalec tne county to meet or. exceed amounts receveC through the County Fteim PTog7am doing FY 2011. Descrio!.on of an.y factors which have contributed to expenditures which are abov&oelow the projected level analysis of financiai status (planned vesus ctu exerditures) and any proposed budget amendments. B. A yeaHond report, as prescribed by the STATE, shal; be submitted by October 31 5' each year of the current contract. TERM OF AGREEMENT The terms ard conditions pu7suant to this agreement shal remain in effect from October 1, 2010 through September 30, 2011. COMPENSATION Inc STATE agrees to nrovide payment to the CONTRACTOR for gowable program and administrative costs rourrc.:d =ring the term of this agreement. The allowable program and administrative costs are .de;Tt.'fiec in the Pro:)osa for the Drunk Driver Jail Reduction and Community Treatment Program attach ,eC to ties egreeme5t: The maxim:x-1'7 dTO,rt payable to the CONTRACTOR pursuant to this Rider is $261,85100. P a yrents to tie CONTRACTOR shall bc made monthly and in accord with the fo!lowing terms: A. The STATE shal; 7Wrriourse the CONTRACTOR for allowable program and administrative costs. 9. Paymen,ts arc condiVoral upon the CONTRACTORs' submittal of all requi red monthly expend ture and o;-ogram data, required reports, and responses to finandal audits. ***Arrr**********rrAA r CJR NAL ;E ONLY - The apo-opriat.on number, index, ID/gal -an- cost account and agency oorec`. w-on::P-op-a-i• casts Pursuant to This Ricer wi!I be charged. Approzinal.-or Nurne. 19342 ncex 12150 ,--`r•ddran-i Css: 4 B106 FJVICE CgOAMITTEE r . A FISCAL NOTE (1IISC • #10338) December 9, 2010 BY: FINANCE COMMITTEE, TOM MIDDLETON, CHAIRPERSON IN RE: DEPARTMENT OF PUBLIC SERVICES/COMMUNITY CORRECTIONS DIVISION — FY 2011 COMMUNITY CORRECTIONS COMPREHENSIVE PLAN GRANT ACCEPTANCE TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Chairperson, Ladies and Gentlemen: Pursuant to rule XII-C of this Board. the Finance Committee has reviewed the above referenced resolution and finds: 1. The Michigan Department of Corrections (MDOC) has awarded the Oakland County Community Corrections Division funding in the amount of $3,929,048 for the period of October 1, 2010, through September 30, 2011. 2. This is the sixteenth (16th) year of the grant application with the Michigan Department of Corrections, Office of Community Corrections. 3 The award is $34 less than requested in the application. 4. Michigan Department of Corrections holds the contracts for all residential services, which means $2,115,175 of the $3,929,014 award has been allocated to Oakland County residential services but will not be recorded as income. The $2,115,175 will be paid oy the State directly to residential centers. The remaining amount of $1,813,839 is the County's responsibility as detailed on Schedule A. 5. The grant provides funding for positions in the Community Corrections Division and the Sheriffs Office. 6. The grant will continue to fund the following Community Corrections Division Positions'. ten (10) Community Corrections Specialist Is (positions #07425, #07426, #07429. #07432, #07433, #09243, #09247, #09291, #09648. #09649; one (1) PTNE Community Corrections Specialist II (position #09292), one (1) Office Assistant II (position #09295), one-half (.50) Community Corrections Support Specialist (position #07834), one (1) Community Corrections Specialist III (position #07428), and one half (.50) Supervisor- Community Corrections (position #09396). (position #07834), one (1) Community Corrections Specialist III (Position #07428), and one half (.50) Supervisor-Community Corrections (position #09396) 7. The grant will continue to fund the following Sheriffs Department positions; three (3) Inmate Caseworkers (position #07418, #07419 and #07420), one (1) Office Assistant I which is a FTE, but is uncles-filled with a PTNE (position #07417), one (1) FTE Inmate Substance Abuse Tech (position #07421) and one (1) PTE Inmate Substance Abuse Tech (position #09397). 8. The grant will also provide funding assistance in the amount of $50,000 for a portion of (1) SR FTE Youth and Family Casework Supervisor (position #3010402-09712) to the County's Circuit Court — Adult Drug Treatment Court. 9. No County match is required with this grant. However, it should be noted that the FY 2011 Budget for this grant includes two (2) positions (#1070403-07834 and #1070410- 09396) partialiy General Fund/General Purpose funded in Community Corrections 10. The FY 2011 Special Revenue Budget is amended in the amount of $1,813.839, as detailed in the attached Schedule A to reflect the new award. FINANCE COMMITTEE Motion carried unanimously on a roll call vote with Woodward absent. I end 27370 F ;7510 27370 • 2:(510 • 27370 4020301 112650 4030101 112650 4030301 112652 4050301 112'552 4030301 112651 4930301 112651 4030101 112620 7020W Salaries 722740 tinge Benefit 702010 Salaries 722140 Fringe Beriefit 702013 Salaries 722740 Fringe. Benefit 131885 Support Service GR00(X000093 GR0000000093 G R0000000093. (.3R0000000091 013,0000000093 CR0000000023 GR0000000093 27370 (m" E Circuit Court's Adult Wog 'Treatment R 27370 :3010402 121200 615571 Slate Operating Ur GR0000000053 50,000 50,000 50,000 50,000 50,000 50,000 0 • 273 70 3010402 121200 • 27370 3010402 121200 702010 Salares GP:1000000093 772740 Fringe Benefit GR0000000093 32,500 32,600 17,500 17,500 0 50,000 50,000 0 22,500 11,500 - 50,000 82,500 17,500 50,000 32,500 1•,b00 50,000 32,500 17,500 50,000 0 (1,813,839) 1,813,839 0 (1,81.3,8091 1,811,839 Total Oakland County Revenue lotat C !ALIA County 1 IWO (1,.7113,830) 1,813,039 OAKLAND COUNTY, MICHIGAN GRANT AWARD COMMUNITY CORRECTiONS/SHERIFF'S OFFICE GRANT BUDGET AMENDMENTS Fy2011, FY2012, AND FY2013 SCHEDULE A Descr DJ -Program iAccount FY2011 Adopted Project Budget FY2011 AMENDMEN FY2011 Grant Award 1-Y2012 Adopted EY2012 Budget AMENDMENT . . (-Y2012 FY2013 Grant Adopted 1-Y2011 Award Budget AMENDMEN r FY2013- Grant Award 469.9.87 S11 citt Dperectye Serviree Pert.,arese • 27370 4030391 112650 615571 State Operating Cr. GR0000000003 4600987 3,661 473,648 3,601 413.6413 469.981 3,661 471,048_ 21 000 542 69,105 26,788 170,666 10E1,458 6708 469,987 21,000 21,1300 715 r57 (5,976) 63,129 69,105 2,121 23.909 26,788 (2,713) 174,173 176,886 10.014 118,472 108,458 67,208 07,208 - 3,661 473,648 469.987 0 21,000 21,000 210 751 542 (5,9761 63,129 69,105 2,121 28,909 26156 (2,1131 174,173 170,886 10,014 1113,472 108,455 67,208 67,208 3,601 473;018 469,9877 0 21,000 215 757 (5,0161 63,120 2.121 271,900 (2115) 174,171 10,014 118,472 u 6 .7,208 3,601 443,648 2 ...1Ett:OpettrINAI ICE" I:Final-Ice Maikult 0 la lerials'. 2 II) +.t I r Con!, eclicns (.1ranf r-und 21370 Amend Schedule A xls ----- _. BE IT FURTHER RESOLVED that Corporation Counsel has negotiated contract changes with the State of rj.L. Michigan and the State has agreed to send a final revised contract to Community Corrections, with copies to be provided to Corporation Counsel and the Clerk's office for attachment to the resolution. fr, • v" OR Move to amend the contract to insert the revised language submitted by Corporation Counsel and agreed to by the Michigan Department of Corrections. Vendor: Oakland County Service: The County provides P.A. 511 Comprehensive Plans and Services State-IvIDOC — Department of Corrections The following revisions have been agreed to by both parties. This will coincide with DTIVIB's services template. 2.027 Relationship of the Parties The relationship between the State and Contractor is that of client and independent contractor. No agent, employee, or servant of Contractor or any of its Subcontractors must be deemed to be an employee, agent or servant of the State for any reason. Contractor is solely and entirety responsible for its acts and the acts of its agents. employees, for fulfilling the terms of this contract either directly or through the work of Subcontractors during the performance of the Contract. See new language resolved above 12/2/2010 CLM 2.068 Contract Management Responsibilities The Contractor must assume responsibility for all contractual activities, whether or not that Contractor performs them. Further, the State considers the Contractor to be the sole point of contact with regard to contractual matters, including payment of any and all charges resulting from the anticipated Contract. If any part of the work is to be subcontracted, the Contract must include a list of Subcontractors. including firm name and address, contact person and a complete description of work to be subcontracted. The State reserves the right to approve Subcontractors and to require the Contractor to replace Subcontractors found to be unacceptable. The Contractor is responsible for adherence by the Subcontractor to all provisions of the Contract and will take appropriate and prompt action if Contractor learns of SubContractor's non-compliance with the te -ms of the Contract. Any change in Subcontractors must be approved by the State, in writing, prior to such change. Note approved changes 12/2/2010 CI.,M. 2.071 Contractor Full Responsibility Contractor nas full responsibility for the successful performance and completion of a of the Services and Deliverables. The State will consider Contractor to be the sole point of contact with regard to all contractual matters under the Contract, including payment of any and all charges for Services and Deliverables. Decision made to leave this clause as originally stated based on changes agreed upon above. 12/2/2010 CL11/1 2.072 State Consent to Delegation Contractor must not aelegate any duties under the Contract to a Subcontractor unless the DTMB-Purchasing Operations has given written consent to such delegation. The State reserves the right of prior written approval of all Subcontractors and to require Contractor to replace any Subcontractors found, in the reasonable judgment of the State. to be unacceptable. The State's request must be written with reasonable detail outlining the reasons for the removal request. Additionally, the State's request must be based on legitimate, good-faite reasons. Replacement Subcontractor(s) for the removed Subcontractor must be fully qualified for the position. If the State exercises this right, and the Contractor cannot immediately replace the removed Subcontractor, the State will agree to an equitable adjustment in schedule or other terms that may be affected by the State s required removai. If any such incident with a removed Subcontractor results in delay not reasonable anticipatable under the circumstances and which is attributable to the State, the applicable SLA for the affected Work will not be counted for a time agreed upon by the parties. Decision made to leave this ciausc,. as originally stated based on changes agreed upon above. 1212/2010 CIA Services/Deliverables that are terminated. Services aria related provisions of the Contract that are terminated for cause must cease on the effective date of the termination. Adding: The Contractor may terminate the Contract for .ts convenience, in whole or part, if the Contractor determines that a termination is in the Contractor's best interest. Reasons for the termination may include, but are not necessarily be limited to (a) the Contractor is no longer able to provide the Services or products specified in the Contract, or (b) program changes, changes in laws, rules, or regulations make implementation of the Services no longer practical or feasible. The Contractor may terminate the Contract for its convenience, in whole or in part, by giving the State written notice at least 60 days before the date of termination. Decision made to leave this clause as originally stated based on changes agreed upon above. 12/272010 CLM 2.221 Limitation of Liability The State's liability for damages to the Contractor is limited to the value of the Contract. Neither the Contractor nor the State-MDOC is liable to each other, regardless of the form of action, for consequential, incidental, indirect, or speoiai damages. This limitation of liability does not appiy to claims for personal injury or damage to property caused by the gross negligence or willful misconduct of the Contractor; to claims covered by other specific provisions of the Contract calling for liouidated damages; or to court costs or attorney's fees awarded by a court in addition to damages after litigation based on the Contract.The Parties' liability for damages is limited to the value of the Contract. Decision made to leave this clause as modified above. 12/2/2010 CLM /to Resolution #10338 December 9, 2010 Moved by Runestad supported by Zack the resolution (with fiscal note attached) be adopted. Moved by Runestad supported by Zack the Human Resources Committee Report be accepted. A sufficient majority having voted in favor, the report was accepted. Moved by Runestad supported by Zack the resolution be amended to coincide with the recommendation in the Public Services Committee Report. A sufficient majority having voted in favor, the amendment carried. Vote on resolution, as amended: AYES: Gingell, Greimei, Hatchett, Jackson, Jacobsen, Long, McGillvray, Middleton, Nash, Potts, Runestad, Schwartz, Scott, Taub, Woodward, Zack, Bullard, Coleman, Coulter, Douglas. Gershenson. (21) NAYS (0) I 1ERE8Y APPROVE X ICIREGO'N. rOLUTION STATE OF MICHIGAN) COUNTY OF OAKLAND) Ruth Johnson, Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true and accurate copy of a resolution adopted by the Oakland County Board of Commissioners on December 9, 2010, with the original record thereof now remaining in my office. In Testimony Whereof, I have hereunto set my hand and affixed the seal of the County of Oakland at Pontiac, Michigan this gth day of December, 2010. Gat Ruth Johnson, County Clerk