HomeMy WebLinkAboutResolutions - 2015.05.06 - 21829REPORT (MISC. #15126) May 6, 2015
BY: Human Resources Committee, Michael Spisz, Chairperson
IN RE: DEPARTMENT OF HEALTH AND HUMAN SERVICES/HEALTH DIVISION — OAKLAND
UNIVERSITY REACH GRANT ACCEPTANCE
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
The Human Resources Committee, having reviewed the above referenced resolution on May 6, 2015,
reports with the recommendation that the resolution be adopted.
Chairperson, on behalf of the Human Resources Committee, I move the acceptance of the foregoing
report.
HUMAN RESOURCES COMMITTEE
Motion carried unanimously on a roll call vote.
MISCELLANEOUS RESOLUTION # 15126 May 6, 2015
BY: General Government Committee, Christine Long, Chairperson
IN RE: DEPARTMENT OF HEALTH AND HUMAN SERVICES/HEALTH DIVISION - OAKLAND
UNIVERSITY, REACH GRANT ACCEPTANCE
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
WHEREAS Oakland University in partnership with Oakland County Health Division and on behalf of the
Healthy Pontiac We Can! Coalition, was awarded a three year grant by the Centers for Disease Control and
Prevention titled Racial and Ethnic Approaches to Community Health (REACH); and
WHEREAS Oakland University intends to sub-contract under the REACH grant with Oakland County Health
Division to implement evidence and practice-based strategy activities to reduce the devastating effects of
obesity and chronic disease within the City of Pontiac; and
WHEREAS the initial contract period is for nine months beginning January 1, 2015 through September 30,
2015; and
WHEREAS this contract is expected to be renewed for two additional years ending September 30, 2017; and
WHEREAS grant funding for this nine-month contract period is in the amount of $99,244; and
WHEREAS the REACH grant will fund one (1) SR FTE Public Health Educator II position for this project by
under-filling the currently vacant MCH Block Grant SR FIE Public Health Nutritionist III position (#1060291-
07360); and
WHEREAS this Grant Agreement has been submitted through the County Executive's Contract Review
Process and is recommended for approval.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners accepts the
Oakland University's Agreement in the amount of $99,244, beginning January 1, 2015 through September 30,
2015,
BE IT FURTHER RESOLVED that the REACH grant will fund one (1) SR FTE Public Health Educator II
position for this project by under-filling the currently vacant MCH Block Grant SR FTE Public Health Nutritionist
III position (#1060291-07360).
BE IT FURTHER RESOLVED that the future level of service, including personnel, be contingent upon the level
of funding for this program.
BE IT FURTHER RESOLVED that the Board Chairperson is authorized to execute the Grant Agreement and
approve changes and extensions not to exceed fifteen percent (15%).
Chairperson, on behalf of the General Government Committee, I move the adoption of the foregoing
resolution.
GENERAL GOVERNMENT COMMITTEE
GENERAL GOVERNMENT COMMITTEE
Motion carried unanimously on a roll call vote with Fleming absent.
Ebru Adoglu-Jones
From:
Sent:
To:
Subject
West, Catherine <westca@oakgov.com >
Thursday, March 26, 2015 10:56 AM
Shymkiw, Rachel; Forzley, Kathy; mckay-chlassonl@oakgov.com ; 'Pisacreta, Antonio'; 'Lane, Kathy' GRANT REVIEW SIGN OFF - Health St Human Services/Health Division - 2015 Center for Disease Control and
Prevention (CDC) Racial (St Ethnic Approaches to Community Health Grant - Acceptance
Grant Acceptance Sign Off.pdf, 3.20.15 Subaward and Revised Terms and Conditions—OU Approveci(1).pdf;
CDC REACH Grant final- OCHD Attachment.docx; CDC Racial Ethnic Approaches to Community Health
sheet.pdf
Attachments:
PLEASE NOTE: A revised grant agreement is attached.
GRANT REVIEW SIGN OFF — Health Division
GRANT NAME: 2015 Center for Disease Control and Prevention (CDC) Racial & Ethnic Approaches to Community Health Grant
FUNDING AGENCY: Oakland University
DEPARTMENT CONTACT PERSON: Rachel Shymkiw / 452-2151
STATUS: Grant Acceptance
DATE: March 26, 2015
Pursuant to Misc. Resolution #13180, please be advised the captioned grant materials have completed internal gran
t
review. Below are the returned comments.
The captioned grant materials and grant acceptance package (which should include the Board of Commissio
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Committee Resolution, the grant agreement/contract, Finance Committee Fiscal Note, and this Sign Off email containin
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review comments) may be requested to be placed on the appropriate Board of Commissioners' committee(s) for gra
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acceptance by Board resolution.
DEPARTMENT REVIEW
Department of Management and Budget:
Approved. — Laurie Van Pelt (2/25/2015)
Department of Human Resources:
HR Approved (Needs HR Committee) — Lori Taylor (3/26/2015)
Risk Management and Safety:
Risk Management has no objection to anything contained in the Notice of Award. Risk Management does recom
m
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a
t
the use of "Prime Agreement' in Item 4 on page 1 of the OAKLAND UNIVERSITY SUBCONTRACT FOR THE OFFICE OF R
E
S
E
A
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C
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ADMINISTRATION document be replaced with "Notice of Award."
Approved with Modification, — Robert Erlenbeck (3/26/2015)
Corporation Counsel:
Approved. — Bradley G. Benn (3/26/2015)
3
From: VanPelt. Ljjjie
To: "Forziey (Mgr.). Kathy"; "West. Catherine k; "SecontIne, Julie L"; 'Taylor. Lori'', "Davis Patricia G" Cc: "Shymklw. Rachel M"; "McKav-Chlasson, Llsa"; "Plsacreta, Antonio 5"; "McLemon. Kathleen M"
Subject: RE: GRANT REVIEW: Health & Human Servlces/Health Dlvislon - 2015 Center for Disease Control and Prevention
(CDC) Racial & Ethnic Approaches To Community Health Grant - Acceptance
Date: Wednesday, February 25, 2015 11;04:41 AM
Yes, that helps. Just wanted something in writing that there is an expectation that position is
expected to be fully funded over the three year period before a new employee is hired. Thanks.
Approved.
From: Forzley (Mgr.), Kathy [mailto:forzleyk@oakgov.comj Sent: Wednesday, February 25, 2015 11:01 AM
To: Van Pelt, Laurie M; West, Catherine A; Secontine, Julie L; Taylor, Lori; Davis, Patricia G
Cc: Shymkiw, Rachel M; McKay-Chiasson, Lisa; Pisacreta, Antonio S; McLernon, Kathleen M
Subject: RE: GRANT REVIEW: Health & Human Services/Health Division - 2015 Center for Disease
Control and Prevention (CDC) Racial & Ethnic Approaches To Community Health Grant - Acceptance
Hi Lori,
This is a three year grant and this position will be fully funded each year. The only reason why it is
for 9 months the first year is because we will be at least 3 months into the funding period by the
time we can hire a Health Educator. We will not need to create a new position as we will utilize an
unfilled MCH Block Grant Special Revenue Nutritionist position that we will underfili with a Health
Educator for these three years. We may reinstate the use of this position as a Nutritionist at the
completion of this DU grant.
I hope this helps. Please let me know if you would like to discuss further.
Thanks,
Kathy
-4.17-171"FlTilM
EALTH orviisioN
pertmernt of Heath & liumanSees.
Oa kgov.com 744e:de&
Kathy Forzley, RS MPA, Heath Officer/Manager
Oakland County Health DivisioTi
1200 N Telegraph Bldg 34E Pontiac MI 48341
Phone 248-858-1410
forzleykaoakgov.conri
OAKLAN
COUNTY HEALTH
PUBLIC HEALTH ..« Ws for all of us
From: VanPelt, Laurie [mailto:vanpeltICaoakgov.com]
Sent: Tuesday, February 24, 2015 4:07 PM
To: West, Catherine A; Secontine, Julie L; Taylor, Lori; Davis, Patricia G
Cc: Shyrnkiw, Rachel M; Forzley, Kathleen C; McKay-Chiasson, Lisa; Plsacreta, Antonio S; McLernon,
Kathleen M
Subject: RE: GRANT REVIEW: Health & Human Services/Health Division - 2015 Center for Disease
Control and Prevention (CDC) Racial & Ethnic Approaches To Community Health Grant - Acceptance
Could someone please clarify for me the period for the subcontractor agreement and the expected
duration as it ties to the budget? It appears that the funding being requested for the new full-time
position is for 9 months for the first year only. Is it expected that the subcontractor agreement will
then be renewed on an annual basis for the three-year grant period and that Oakland University will
increase the amount of funding necessary to support the fuil-time position on a full-year funding
basis after this initial partial-year period? I just get a little wary of creating new full-time positions
for new grants without a complete understanding so I can be sure that the grant funding will be
sufficient to fund the full cost of the new program for the longer term. What is the expectation
after the three year grant period expires for Oakland University and the expected impact on
Oakland County?
Antonio, once the grant/agreement has cleared the approval process, please make sure that the
Gosling amendment is included in the resolution since there is a new position tied to this effort.
Thanks.
From West, Catherine [ra ilto:westca(a)oakgoy corn]
Sent: Tuesday, February 24, 2015 1:32 PM
To: Julie Secontine; Laurie VanPelt; Lori Taylor; Pat Davis
Cc: Shymidw, Rachel; Forzley, Kathy; rnckay-chiassonMoakgov.corn; 'Pisacreta, Antonio", Lane, Kathy
Subject; GRANT REVIEW: Health & Human Services/Health Division - 2015 Center for Disease Control
and Prevention (CDC) Racial & Ethnic Approaches To Community Health Grant - Acceptance
GRANT REVIEW FORM
TO: REVIEW DEPARTMENTS — Laurie Van Pelt — Lori Taylor —Julie Secontine — Pat Davis
RE: GRANT CONTRACT REVIEW RESPONSE — Health & Human Services/Health Division
2015 Center for Disease Control and Prevention (CDC) Racial & Ethnic Approaches To
Community Health Grant
Oakland University
Attached to this email please find the grant document(s) to be reviewed. Please provide your
review stating your APPROVAL, APPROVAL WITH MODIFICATION, or DISAPPROVAL, with
supporting comments, via reply (to all) of this email.
Time Frame for Returned Comments: March 4, 2015
GRANT INFORMATION
Date: February 24, 2015
Operating Department: Health & Human Services
Department Contact: Rachel Shymkiw
Contact Phone: 2-2151
From: Taylor, Lor
To: "Mason, Heather"
Cc: "West:Catherine"; 'Frank Rzs_etl"
Subject: RE: GRANT REVIEW: Health & Human Services/Health Division - 2015 Center for Disease Control and Prevention
(CDC) Racial & Ethnic Approaches To Community Health Grant - Acceptance
Date: Thursday, March 26, 2015 10:26:00 AM
Sounds good thanks.
Katie: I don't have your original email anymore so ..
HR Approved (Needs HR Committee)
Lori Taylor
Manager-Human Resources
Recruitment & Workforce Planning
Oakland County Michigan
2100 Pontiac Lake Road
Waterford, MI 48328
taylorroPoakgov.com
www.oal(gov.corn/jobs
Phone: 248-858-0548
Fax: 248-858-8391
From Mason, Heather [mailto:masonh@oakgov.com]
Sent: Thursday, March 26, 2015 10:22 AM
To: Lori Taylor
Cc: West, Catherine; Frank Russell
Subject: FW: GRANT REVIEW: Health & Human Services/Health Division - 2015 Center for Disease
Control and Prevention (CDC) Racial & Ethnic Approaches To Community Health Grant - Acceptance
Katie says that we're close to finally getting the agreement of Corp Counsel/Risk Management on
this one.
It will need to go to HRC because the position that Health will be using (#07360) is currently funded
by the Community Health Block Grant and will instead be funded by the CDC Reach Grant. This is a
change in funding stream, therefore it must be approved by the HR Committee.
Heather 1. Mason
Compensation & Classifications Supervisor
Oakland County Human Resources
2100 Pontiac.Lake Road, Waterford MI 48328
P: 248.858.2581 I F: 248.975.9742 I masonh(Doakgov.com I www,ogEov.cornijobs
From: West, Catherine [mailto:westcaAoakgov.com] Sent: Thursday, March 26, 2015 10:17 AM
To: Heather Mason
Subject: FW: GRANT REVIEW: Health & Human Services/Health Division - 2015 Center for Disease
Thanks,
Kathy
CAMAINIEW.:
MIC Fi •673
1-01ALTH DIvi5ION
ent of Health & liuma4 Services
oakgov.corin Ault&
Kathy Forzley, RS MPA, Heaith Officer/Manager
Oakland County Health Division
'1200 N Telegraph Bldg 34E Pontiac lvoll 48341
P hone 248-858-1414
forzley4oakgovxorn
D COUNTY HEALTH
VISION'
PUBLIC HEALTH ... It's for all of us
From: Mason, Heather [mailto:masonhaoakgov.c.prril
Sent: Wednesday, February 25, 2015 10:11 AM
To: Shymkiw, Rachel M; Mckay-Chlasson, Lisa; Forzley, Kathleen C
Cc; Pisacreta, Antonio S; Taylor, Lori; West, Catherine A; Russel!, Roosevelt F
Subject: RE: GRANT REVIEW: Health & Human Services/Health Division - 2015 Center for Disease
Control and Prevention (CDC) Racial & Ethnic Approaches To Community Health Grant - Acceptance
Importance: High
Good morningl have a couple questions regarding the position to be used for this grant. The grant
documents talk about a Public Health Educator. However the position number that you provided
(#07350) is a Public Health Nutritionist Ill. The position is also listed as being funded by the
Community Health Block Grant.
1. Does the position need to be downwardly reclassified to a PH Educator II?
2. Is this new grant a different funding source than the Community Health Block Grant? (Or
does it fall under that umbrella?)
Thanksi
Heather L. Mason
Compensation & Classifications Supervisor
Oakland County Human Resources
2100 Pontiac Lake Road, Waterford MI 48328
P: 248.858.2581 I F: 248.975.9742 I rnasenh@oakov.corri I w jabli
From: West, Catherine [mallto;westcaoaknov.com ]
Sent: Tuesday, February 24, 2015 1:32 PM
To: Julie Secontine; Laurie VanPelt; Lori Taylor; Pat Davis
Cc: Shymkiw, Rachel; Forzley, Kathy; mckay-chiassonl@oakgov.com ; 'Pisacreta, Antonini; Lane, Kathy
Subject: GRANT REVIEW: Health & Human Services/Health Division - 2015 Center for Disease Control
and Prevention (CDC) Racial & Ethnic Approaches To Community Health Grant - Acceptance
GRANT REVIEW FORM
From:
To:
Cc:
Subject:
Date:
Attachments:
Erlenbeck. Robert
mcicay-chlassonlOoakgoy corn
"Shymkiw. Rachel NI"; "Senn. Bradley G"; "West, Catherine"; "Secontine, Julie "
FW: GRANT REVIEW: Health 81, Human Services/Health Division - 2015 Center for Disease Control and Prevention
(CDC) Racial & Ethnic Approaches To Community Health Grant - Acceptance
Thursday, March 26, 201,5 10:14:20 AM
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Risk Management has no objection to anything contained in the Notice of Award. Risk Management
does recommend that the use of "Prime Agreement in Item 4 on page 1 of the OAKLAND
UNIVERSITY SUBCONTRACT FOR THE OFFICE OF RESEARCH ADMINISTRATION document be replaced
with "Notice of Award."
Approved with Modification. Risk Management. R.E, 03-2645.
Robert Lrlenbeck, Risk Management
Office: 248-8584694
Cell: 248-421-9121
Office schedule: Monday through Thursday 7:00 to 5:30
From: McKay-Chiasson, Lisa [mailto:mckay-chiassonl@oakgov.com] Sent; Thursday, March 26, 2015 9:50 AM
To: Erlenbeck, Robert C; Shymkiw, Rachel M
Cc: Benn, Bradley G; West, Catherine A; Secontine, Julie L
Subject; RE: GRANT REVIEW: Health & Human Services/Health Division - 2015 Center for Disease
Control and Prevention (CDC) Racial & Ethnic Approaches To Community Health Grant - Acceptance
What OU received from Centers for Disease Control, who is the funding agency, Is a Notice of Award
with the contract stipulations. This is the document that OU indicated they are referencing as the
Prime Agreement. Please find that attached.
tOAMAIND7
COUNTY MICHIGAN
HEALTH DIVISION
E:lov.com f HEALTH
Lisa Mckay-Chiasson, MPH, Administrator
Oakland County Heath Division
120(iNTetegaph 81d9 34E Pontiac Ml 48341
248.8581395
mckay-chimonl@oa kgov.conn
KLAND,COUNTY HEALTH DIVISION',
PUBLIC HEALTH ... It's for all of us in
P1,1 SUCH EALTHOC
From: Erlenbeck, Robert Dmailto:erlenbeckKaoakgov.com}
Sent: Thursday, March 26, 2015 9:09 AM
To: Shymkiw, Rachel M
Cc: Benn, Bradley G; McKay-Chiasson, Lisa; West, Catherine A; Secontine, Julie L
Subject: FW: GRANT REVIEW: Health & Human Services/Health Division - 2015 Center for Disease
Control and Prevention (CDC) Racial & Ethnic Approaches To Community Health Grant - Acceptance
I have reviewed the attached document and the changes submitted by OU, The insurance changes
detailed in the attached document address the issues I raised in items 2 & 3 of my e-mail from
February24, 2015, however, they did not address item 1 which was a copy of the Prime Agreement.
I cannot provide Risk Managements final sign-off on this Grant until I have the opportunity to review
the Prime Agreement.
Robert Erlen beck, Risk Management
Office: 248-858-1694
Cell: 248-421-9121
Office scheciu Le: Monday through Thursday 7:00 to 5:30
From Shymkiw, Rachel [mailto:shvmkiwrftakgov.com]
Sent: Tuesday, March 24, 2015 12:57 PM
To: Erlenbeck, Robert C; Benn, Bradley G
Cc: McKay-Chiasson, Lisa; West, Catherine A
Subject: RE: GRANT REVIEW: Health & Human Services/Health Division - 2015 Center for Disease
Control and Prevention (CDC) Racial & Ethnic Approaches To Community Health Grant - Acceptance
Bob and Brad;
Attached is what DU sent back. I am attempting to get contact information For Alex Dolevan with OU
so that you can work with him directly.
43AKILANDF
COUNTY MICHIGAN
HEALTH DIMION
Rachel Shyrnkiw, MBA, Administrator
°Aland County Health Division
¶200 N Telegraph Bldg 34E Pontiac Mi 483411
248A522151
$hymkiwritBoakgov,com
..*
ETH DAnSti
PUBLIC HEALTH Its for all of us FEU a LICH EALTHOC
From: Erlenbeck, Robert [ruail nbeckr(aoalcgov.comj
Sent: Tuesday, February 24, 2015 5:36 PM
To: West, Catherine A; Secontine, Julie L; Van Pelt, Laurie M; Taylor, Lori; Davis, Patricia G
Cc: Shynikiw, Rachel M; Forzley, Kathleen C; McKay-Chiasson, Lisa; Pisacreta, Antonio S; McLernon,
Kathleen M; Senn, Bradley G
Subject: RE: GRANT REVIEW: Health & Human Services/Health Division - 2015 Center for Disease
Control and Prevention (CDC) Racial & Ethnic Approaches To Community Health Grant - Acceptance
Risk Management Disapproves of this grant agreement based on the following:
1. Item 4 on page 1 of the OAKLAND UNIVERSITY SUBCONTRACT FOR THE OFFICE OF
RESEARCH ADMINISTRATION document states that the Subcontractor (Oakland County
Health Division) will comply with all the Terms and Conditions of the Prime Agreement, In
addition, this section further states that the "Subcontractor will assume and does assume all
of Oakland's responsibilities to the Sponsor under the Prime Agreement.," The Prime
Agreement was not included with the documentation which does not allow Oakland County
to determine if it can or is willing to comply with all of the Prime Agreements terms. The
Prime Agreement must be submitted for review in order to make this determination.
2. Item 13 h indemnification on page 6 of the akland University General Terms and
Conditions for Agreements requires the Contractor (Oakland County Health Division) "If
required by the University..,, name the University as an additional insured on its applicable
and appropriate insurance policies". The County of Oakland is self-insured for many of its
exposures and therefore this section must be modified to include an accommodation for
self-insurance by the County. In addition, I will defer to Corporation Counsel regarding the
Indemnification language contained in this section.
3. Item 13. i.H. Insurance Policies on page 7 of the Oakland University General Terms and
_aanditans_farAgraenmata requires "The Contractor must be insured.,," which again does
not allow for the County of Oakland to satisfy this requirement with its' self-insured status.
In addition, this section further states that "If the Contractor fails to secure or maintain such
insurance..., the Contractor will pay the University for any actual costs incurred by the
University...,". This section also allows the University to secure the required insurance for
the University and "the Contractor will reimburse the University the actual costs for said
insurance premiums upon demand." This language is unacceptable to Risk Management
and must be removed.
Please direct the appropriate individual to forward a copy of the Prime Agreement for review in
order for Risk Management to complete its review of this agreement. Thank you..
Robert Erleribeck, Risk Management
Office: 248-858-1694
Ceti: 248-421-9121
Office schedule; Monday through Thursday 7:00 to 5;30
From: Easterling, Terri [mailtdeasterlingt&oakgov.com]
Sent: Tuesday, February 24, 2015 3:08 PM
To: 'West, Catherine'', 'Julie Secontine; 'Laurie VanPelt; 'Lori Taylor ., 'Pat Davis' Cc: 'Shymkiw, Rachel'; 'Forzley, Kathy'; mckay-chiassonaciakgov.com ; lloisacreta, Antonio'; 'Lane, Kathy' Subject: RE: GRANT REVIEW: Health & Human Services/Health Division - 2015 Center for Disease
Control and Prevention (CDC) Racial & Ethnic Approaches To Community Health Grant - Acceptance
Please be advised that your request for Risk Management's assistance has been assigned to Bob
Erlenbeck, (ext. 8-1694). If you have not done so already, please forward all related information,
documentation, and correspondence. Also, please include Risk Management's assignment number,
RIV115-0070, regarding this matter.
Thank you.
From: kaaarsidle,YQ
To: "West. Catherine A"; "Shymkiw. Rachel M"; "Forzley Kathleen C''
Subject: RE: GRANT REVIEW SIGN OFF: Health and Human Services/Health Division - FY 2015 Comprehensive Planning,
Budgeting, and Contracting (CPBC)
Date; Thursday, March 26, 2015 7;31:51 AM
Approved.
Bradley G. Benn
Assistant Corporation Counsel
Department of Corporation Counsel
1200 N. Telegraph Road Bldg 14 East
Courthouse West Wing Extension, 3rd Floor
Pontiac, MI 48341-0419
Phone: (248) 858-0558
Fax: (248) 858-1003
Email: bennb@oakgov.com
PRIVILEGED AND CONFIDENTIAL — ATTORNEY CLIENT COMMUNICATION
This e-mail is intended only for those persons to whom it is specifically addressed. It is confidential and is
pi elected by the attorney-ellent privilege and work product doctrine. This privilege belongs to the County of
Oakland, and individual addressees are not authorized to waive or modify this privilege in any way. Individuals are
advised that any dissemination, reproduction or unauthorized review of this information by persons other than
those listed above may constitute a waiver of this privilege and is therefore prohibited. If you have received this
message in error, please notify the sender immediately. If you have any questions, please contact the Department
of Corporation Counsel at (248) 858-0550. Thank you for your cooperation.
OAKLAND UNIVERSITY SUBCONTRACT
FOR THE OFFICE OF RESEARCH ADMINISTRATION
Oakland University ("Oakland") arid Oakland County Health Division ("Subcontractor") enter into this Subcontract, as of the date of the last signature below, in support of Oakland's performance of
contract/grant nu mber11.358DP005885-01 ("Notice of Award") between Oakland and Center for Disease
Control and Prevention ("Sponsor").
The parties to this .Subcontract agree at follows:
1. Scope of WOrk, Subcontractor will perform the. research and associated work detailed in the
SOOpe. or Statement of Work that is attached as Attachment 1 and incorporated herein by
reference ('Scope of Work"). Oakland can changethe Scope of Work if: (a) theSpons -or requires the changes; or, (b) Oakland, in its sole and exclusive discretion, determines that the changes
are necessary for performance . Of the Notice Of.AWard. If any such changes to the Scope of
Work affect the cost or scheduling of work under this Subcontract, the parties will negotiate cost
and/or scheduling adjustments in good faith and within the Notice Of Award's parameters.
2. Performance Period. The performance period commences or-i January 1, 2015 and ends on September 30, 2015 Unless terminated earlier as provided in this: Subcontract. ("Termination
Date")... -Subcontractor is not obligated to continue work orprovide services afterthe Termination
Date and Oakland is not obligated to cOmpens.ate Subcontractor for expenses incurred or
commitments made after the Termination Date, Subcontractor will immediately notify Oakland,
in writing; if Subcontractor knows. or reasonably should know of any actual or potential condition
that may delay-Subcontractor's timely performance. The parties may extend the performance
period by written -amendment, subject.to the Noticeof Award's terms, conditions, time limitations
and funding restrictions.
3. Staffing. Oakland's Principal investigator ("Oakland's Pr) and Subcontractor's Principal
Investigator (Subcontractor's PI") for this Subcontract are identified in Attachment 2. Oakland's 'Pl is. responsible for the technical, scientific and programmatic aspects of this
Subcontract and for coordinating the research efforts of the collaborating investigetors.
Subcontractor's PI 's participation is considered essential to Subcontractor's performance of this
Subcontract. Subcontractor will not replace or remove Subcontractor's Pi from the work
required by this -Subcontract, Or SubStantially reduce the level of his/her participation,. without
Oakland's prior Written approval.
4. Terms and. ConditionsOf the NOtice. of Award. All -of the Notice of Award's tents and conditions
are incorporated by reference - into this Subcontract. Subcontractor acknowledges that it has
received, reviewed, understands and agrees to be bound by the terms and conditions in the
Notice Of Award. Subcontractor will assume and .doe t assume all of Oakland's responsibilities
to the .Sponsor under . the Notice of Award as they relate to services to be performed by Subcontractor.
Federal Regulations. Subcontractor will fully comply with all Federal Regulations identified in the
Notice of Award. For the purposes Of this SubcOntract, all references in any Federal Regulation
to contract, assistance agreement, or other such written agreement will mean this "Subcontract,"
and all references to contractor Will mean Subcontractor.
6. Allowable Costs. The Notice of Award, the applicable Federal Regulations and the Office of
Management and Budget (OMB) Cost Principles at set forth in OMB Circulars A-21, A-110, and
A-133, will determine the extent to which costs are allowable under this Subcontract.
1
Subcontractor's normal policies governing salaries, wages and fringe benefits Will apply to all of
its employees paid from this Subcontract. Subcontractor's published policy on travel and travel
reimbursement must apply to all costs for travel and transportation charged to this Subcontract.
Foreign travel it prohibited without prior written approval of Oakland. When Subcontractor's
policies conflict with the Notice of Award, the OMB's Cost Principles or any applicable Federal
Regulation, the more restrictive rules will apply.
7. Consideration. Oakland will reimburse Subcontractor the total incurred cost as invoiced,
including indirect costs,, and allocable facilities and adrninittrative costs provided Subcontractor
has a federally approved negotiated rate for reimbursement of facilities, and administrative costs
during the -period of performance; as set forth in the PreapprOVed budget that it included in
Attachment 3 .("Budget")., .whiCh it incorporated herein by reference. ("Total Cost"); subject to
any limitations in the Notice of Award, this Subcontract and all applicable Federal Regulations.
Costs incurred in excess Of the Total Cott are atSubcontractoes risk.
Re-budgeting of Funds. The parties understand that the Budget is an estimate and that there
may be a need to depart from it to cover certain unanticipated requirements of the Statement of
Work Subcontractor is authorized to re-budget funds which do not require prior approval in
accordance with the Notice of Award. All other re-budgeting of funds 'mutt have priOr written
approval of Oakland.
9. Invoices and Payments. Oakland will reimburse Subcontractor for those Total Costs that are
actually incurred and invoiced, subject to approval by and payment from the Sponsor.
Subcontractor will submit invoices to Oakland at least quarterly, but not more often than monthly.
Each invoice will be categorized with monthly and cumulative charges .entered appropriately,
include the period in which the costs were incurred and identify the categories of costs consistent
With the Budget designations, Upon request, Subcontractor will furnish Oakland with any
necessary ,documentation supporting invoiced amounts,
TWO Copies of each invOice should be sent-to:
Oakland University
Office of Research Administration
529 Wilson Hall
Rochester, MI 48309-4401
The final invoice; -clearly marked -FINAL, must be submitted Within 45 days after the termination
or expiration of this Subcontract. Oakland may,. at its sole discretion, refuse to reimburse
Subcontractor for any cost included in an invoice submitted more than 45 _days after termination
or expiration of this SUbcontract:
Final invoice payment.Will be withheld until 'Subcontractor completes and delivers to Oakland
any final reports arid all closeout documents required by Oakland.
'2
10. Accounts, Audits and Records. SUbCoritractOr Will maintain books, records, documents, arid.
other evidence,. accounting procedures., and practices ('Records) sufficient to prove all -direct and indirect =Sta of whatever nature it Clairna to have incurred for the performance Of this
SubtOnttatt.
All of Subcontrattes facilities used in the performance of this Subcontract, and all of
Subcontractor's Records, will be .subject at all reasonable times to Inspection and audit by
Oakland, the Sponsor, the relevant Federal audit agency, the Comptroller General of the United
States and/or any of their authorized representatives.
Subcontractor will preserve and make available its Records for at least 7 years following
expiration or termination of this Subcontract or until audit is completed and all resulting questions
are resolved, whichever OcOurs lest.
As a sub-recipient of federal funds, and if Subcontractor meets the threshold audit requirements
for OMB Circular A-133, Subcontractor will provide Oakland with an audit report encompassing
the Performance, Period for this Subcontract. This audit should be conducted in compliance with
OMB Circular A-133. One copy of the audit report and any management letters associated with
the audit should be submitted to Oakland within 3 Months of the completion of the audit and no
later than 9 months from Subcontractor's fiscal year end. Subcontractor will also include a
transmittal letter identifying any audit findings relating specifically to this Subcontract in any
cases of noncompliance, Subcontractor will provide copies:to Oakland of responses to auditor's
reports and a plan for corrective action. If Subcontractor does not meet the threshold audit
requirements for OMB Circular A-133, Subcontractor's records must be -available for review or
audit by appropriate officials of the Federal agency, pass-through entity, and General
Accounting office as provided in OMB Circular A-433,
Subcontractor will cooperate. with Oakland in resolving all questions that Oakland may have
concerning the A-133 or A-128 reports and any plans for corrective action. Subcontractor will
permit independent auditors to have access to Records and financial statements as necessary
for Oakland to comply with Circular A-133 or A-12$.
11. Patents and Inventions. All matters regarding rights, title and interest in and to inventions or
other intellectual property rights conceived or reduced to practice in the course of performance
of this Subcontract must be disclosed and will be subject to the terms of the Notice of Award
and 37 CFR Part 401. Subcontractor will submit requited invention reports to Oakland within 30
days of a disclosure. Subcontractor will ensure that all persons who perform any part of the
work under this Subcontract comply with this requirement Except as otherwise required by law,
Oakland agrees to treat any disclosures pursuant to this Paragraph as confidential and will treat
them with the same care as they would their own confidential information.
1.2. ROPOrts: Subcontractor will proVidelepOrtStO Oakland as required by the Scope Of Work and/or
the Notice of Award, and Subcontractor Will, upon Oakland's request ; assist Oakland in the
preparation of all reports required by Oakland to the 'Sponsor wider the Notice of Award.
-Subcontractor Will also render any other reports as may be requested by Oakland's. PI during
the period of performance of this Subcontract, and will submit a final report upon completion of
the Scope of Work.
13. Publications. Sib-contractor' will ..acknowledge the support of the Sponsor whenever activities
-funded in. Whdle Or in part by this S.ubcOntraCtare published Any presentations or publications
3
arising from and supported by this Subcontract will include a positive statement clearly setting
forth that the contents are in no way the responsibility of the Sponsor.
'14. Assignments and Subcontracts. Subcontractor will not assign this Subcontract, or subcontract
any of the work required by the Scope of Work, without Oakland's prior written approval. This
restriction on subcontracts will not apply to the purchase of standard commercial supplies or raw
materials or subcontracts included in the Scope of Work document attached in Attachment 1.
To the extent that the Subcontractor subcontracts any of the work required by the Scope of
Work, Subcontractor will secure the subcontractor's written agreement to accept and comply
with all of the terms and conditions of this Subcontract.
15, Termination. Oakland may, in its sole and exclusive discretion, terminate this Subcontract upon
written notice to Subcontractor if funding becomes unavailable for this Subcontract or if such
funds are restricted. Either party may also terminate this Subcontract, upon written notice to
other party, in addition to any other remedies it may have, if the other party fails in whole or part
to perform its obligations under this Subcontract,
16. Post-Termination Obligations, Upon receipt of a termination notice, Subcontractor will take all
immediate action to minimize all expenditures and obligations financed by this Subcontract and
vvill cancel obligations as soon as possible. Subcontractou.wUF be compensated for all actual and
allowable expenses and all un-cancelable obligations properly incurred prior to the date of
termination subject to the Total Cost limitation set forth in Paragraph 6. Subcontractor will
promptly deliver to Oakland all data, reports, summaries and such other information and material
as may have been prepared for and/or accumulated by Subcontractor in the performance of this
Subcontract, whether coMpleted or in process,
17. Continuation of Work Pending Dispute Resolution. During the pendency of any dispute relating
in any way to this Subcontract, both parties will proceed diligently with performance as feasible.
18. .Notices. All notices required to be .giVen pursuant to this SUbcOntract will :be made in writing,
and sent by first class mail to::
Oakland
Vice Provost for Research
529 Wilson Hall
Rochester, M1 48309-4401
Tel: (248).370-2552
Fax (248) 370-2566
Subcontractor
Tel:
Fax:
19. Research Misconduct and Conflict of Interest. Subcontractor certifies that it has established
written, enforced policies on research misconduct and conflict of interest that comply with the
applicable research misconduct and conflict of interest regulations and the provisions of this
Subtontract. In the event that Subcontractor does not have such policies established,
Subcontractor will request a copies & Oakland's written research misconduct and conflict of
interest policies and will comply with those policies,
20. Compliance with Law. The Subcontractor will comply with and hereby makes any certifications
required by all applicable federal, regulations, restrictions, permft and licensing requirements
and laws, including without limitation the Drug-Free Workplace Act of 1988(41 USC 8101, et
4
seq).; the Byrd Anti-Lobbying Athendrnent (31 USG 1352, et seq); the Family Educational Rights
and Privacy Act of 1974 (20: USC 1232g); the Jeanne Clery Disclosure of Campus .Security Policy and Campus Crime Statistics Act (20 USO. 1092ifj); Executive Order 12549. (debarment
and suspension); .E .Xectitive Order NO: 11246.. as amended by Executive Order. 11375.. (equal opportunity); OMB. Circular A-129 .(non-delinquency on federal debt); and any related statutes,
amendments, rules, regulations and orders. In furtherance of Executive Order 1 -2549 and the regulations promulgated thereunder.; 2 CFR 180, and any additional regulations promulgated by
an applicable federal agency, the Subcontractor hereby certifies that Subcontractor it not
suspended, debarred, proposed fordebarment, declared ineligible or voluntarily excluded froth
the award of contracts from United States federaigovernment programs and/or 'agencies and is
not listed in the List' .of Parties Excluded from Federal Procurement or Non-procurement
Programs (collectively "Not-Debarred") and will obtain identical certifications from
Subcontractors lower tier contra.ctore.and suppliers thatthey are also Not-Debarred.
21. Additional Terms and Oonditions This SUbcontract is subject to and shall he performed by
Subcontractor in accordance With the attached Oaklantizt General Terms and Conditions for
Agreements.
Oakland University
By:
Its:
Dated:
Subcontractor
By:
Its:
Dated:
5
---11111)
Oakland
UNIVERSITY
Oakland University
General Terms and Conditions for Agreements
1. 'Parties
•a. OaAand University. 'Oakland University", "Oakland', "University" and all capitalized and non-capitalized
permutations thereof mean Oakland University, a Michigan constitutional body corporate and institution
of higher education located at 2200 N. Squirrel Road, Rochester, Michigan 48309-4401.
Contractor. "Contractor' means all persons and entities including all foreign and domestic individuals,
corporations, partnerships, business organizations, associations, trusts and other entitles acting as a
Merchant or otherwise who enter into an Agreement with Oakland University, and as further defined at
Paragraph 2c. Contractors may be identified by various terms indicative of the nature of the Services
they Will perform for the University, their use of Facilities or their contractual refationship, such as
performer, vendor, consultant, licensee or customer.
c. Nan-Resident Aliens. If Contractor is a non-resident alien, the following documents must be furnished to
the University before this Agreement i* executedf
For Services to be performed in the United States:
• Copy of 1-94 (both sides);
• Copy of visa and passport;
• IRS Form W-8BEN or similar statement certifying foreign status or IRS Form 8233 (if
individual is a resident of a country with applicable tax treaty with the United States);
• Work authorization document (IAP-66 with Oakland University as sponsorfor J-1 visa holder
or E-20 for F-1 visa holder); and
• Certification of academic activity (if applicable)
iL For 56-Vices to be performed outside the United States:
• IRS Form W-8IBEN or similar statement certifying foreign status;
• Documentation or statement certifying work was performed outside the United States.
2. Select Definitions.
a. ACCEPTANCE. "ACCEPTANCE' AND/OR "ACCEPTED" AND ALL CAPITALIZED AND NON-
CAPITALIZED PERMUTATIONS THEREOF, MEANS THE CONTRACTOR'S UNCONDITIONAL
ACCEPTANCE OF AN AGREEMENT AND THESE TERMS AND CONDITIONS. THE
CONTRACTOR'S SIGNATURE ON THE AGREEMENT AND/OR PERFORMANCE OF THE SERVICES
AND/OR USE OF THE FACILITIES WILL CONSTITUTE THE CONTRACTOR'S UNCONDITIONAL
ACCEPTANCE OF THE UNIVERSITY'S TERMS AND CONDITIONS NOTWITHSTANDING ANY
ADDITIONAL OR DIFFERENT OR OTHER CONTRACTOR TERMS.OR CONDITIONS CONTAINED IN
ANY PRIOR, CONTEMPORANEOUS OR SUBSEQUENT WRITTEN STATEMENTS, ORDER FORMS
OR ACKNOWLEDGEMENTS, INVOICES, WEBSITES OR ELECTRONIC DATA ROOMS IN WHICH
ANY OF THE INFORMATION IS POSTED, OR OTHER DOCUMENTS OR VERBAL STATEMENTS,
SUBMITTED ANDIOR MADE BY THE CONTRACTOR; ALL SUCH ADDITIONAL OR DIFFERENT OR
OTHER CONTRACTOR TERMS AND CONDITIONS WILL NOT APPLY TO THE UNIVERSITY AND
ARE HEREBY OBJECTED TO AND REJECTED BY THE UNIVERSITY IN THEIR ENTIRETY, ARE
NULL AND VOID, HAVE NO FORCE OR EFFECT, AND ARE NOT BINDING ON THE UNIVERSITY.
b. Agreement. "Agreement" and/or ' Contract" and all capitalized and non-capitalized permutations thereof
means a written agreement between the University and a Contractor, including without limitation
University purchase orders, and/or those Contractor representations, other than additional or different or
other contractual terms and conditions, that are contained in Contractor's written statements or
informational responses, order forms, acknowledgements, invoices or other Contractor documents that
are attached to the written agreement documents that are incorporated by reference to any Agreement
or Contract Document (which may include the contractual provisions of a Sponsor if the Services are
funded by a public or private contract and/or grant to the University) and amendments thereto, to provide
Services to the University and/or to use Facilities, that is signed by a duly authorized representatiVe of
the UniVersity and. Accepted by the Contractor.
c. Contractor. "Contractor" rneans all persons and entities including all foreign and domestia individuals,
Corporations, partnerships, business organilationS, associatiOns, trusts and other entities acting as a
Merchant or otherwise, and their owners,. directors, members, partners, principals, officers, persons
having primary management or supervisory responsibilities, employees, volunteers, servants, agents,
representatives and designees, and subcontrabtors.
d. Canted Document. "Contract Document" means the Agreement and the Terms and Conditions. The
Contract Document forms and embodies the complete contractual relationship between the University
and the Contrador.
;Eailities. "Facilities' Means the UniV.erSitya re-eland personal. prOperty inducting. building's; grounds,
leasehold's and appurtenances appertaining thereto.
f. Good's. "Goods" and all capitalized and norscapitalized permutations thereof mean goods as defined by
the Uniform ComMerdial Codeat adopted in Michigan.
Merchant. "Merchant"' means a person that deals in GoodS of the kind or Otherwise holds itself out by
occupation as having knowledge or Skill peculiar:to the practices or Goods involved in the transaction or
to which the knowledge or skill may be attributed by the person's employment of an agent or broker or
other intermediary that holds itself Out by Occupation as having the knowledge or skill.
h. Services. "Services" means all products and services, performances, reports, Materials, transactions in
goodS, present Or future sales of goods, products and Other deliverables to be performed or delivered by
the Contractor pursuant to the Agreement and all otherservices related thereto.
I. Technology. "Technology" means computer and infOrmation technology Services including Software,
software systems development and hardware, systems analysis, programming, integration, design,
consulting, development and modification; training, relating to computer software and hardware;
marketing; selling; servicing, distributing, installing, maintaining, management, repair and maintenance of
computer software and hardware, networks and systems; data entry, processing, modification,
tranSM1Ssibn, verification, Maintenance, storage, retrieval, hosting and preparation of data output ; and
'Technology Service? inclUdes, Services providing direct access to the University's systems and
otherwise holding University data.
Term. .''Terrii` means the time period during which the Agreement is in effed.
k. Terrnihate. 'Terminate" and all capitalized and ,noti-Capitalized pentutations thereofineans to terminate
arid/or end and/or 'cancel," "cancellation" a.nd all permutations of the word cancel as defined in the
Uniform Commercial Code.
I. Terms and Conditions. "Term? and/or "Conditions" means Oakland University General Terms and
Conditions for Agreements in effect on the date the University signs the Agreement or the date the
Contractor accepts the Agreement, whichever date is later.
,rn. University Policies; "University Policies" means those University administrative and other policies, rules,
regulations, practices, procedures and ordinances in effect while the Services are being provided and/or
the Facilities are being used. The University Policies are incorporated into the Contrad Document.
n. Use, "Use.' and all capitalized and non-capitalized permutations thereof when referencing Facilities
means the limited, non-exclusive, non transferable, revocable,at-will, licensed use of the Facilities in a
manner appropriate-to the purposes set forth in the-Agreement and consistent with the uses permitted by
the Contract Document.
3. Support.
a. Sroce and Eguinment. The University will prOvide the Coritrador With only that working space, equipment,
furniture and utilities as the University deems necessary for performance of the Services and/or use of
the Facilities.
9-
b. University Employees. The Contractor will nothire any University employee to p.erfornn any Services.
4. Payment.
a. Contractor Information. The Contractor must deliver a complete, accurate, signed Internal Revenue
Service Form WL9, non-resident alien documentation (if applicable) and an invoice to the person who
signed the Agreement on behalf of the University before the University milli pay the Contractor for Services.
b. Satisfactory Services. The University will pay the Contractor only for those Services that meet any
standards, specifications and requirements contained in the Agreement and that are performed in a
timely, workmanlike, professional manner that meet or exceed industry standards.
c. Expenses. The University will not pay the Contractor's lodging, travel or any other expenses unless
specified in the Agreement, arid then, only consietent with University Policies applicable to reimbursement
of University employees.
d. Set-off. The University will Withhold and/or reduce payment to the .Contractor as reimbursement for any
amounts owed by the Contractor to the University including without limitation damages to University
Facilities caused by the Contractor's acts arid/pr omissions.
e. Payments to Contractors, The University will pay. the. Contractor by check, after completion of the
Services and 'thereafter within forty-five (45) calendar days from the date the University receives the
Contractor's invoice, unless otherwise specified in the- Agreement. The University-also resenrooL the right
to pay the Contractor by electronic means if available and/or through the University s payroll or other
payment systems.
5. Intellectual Property; Designs; Confidential, Covered and Protected Information and Trademarks.
a. Work for Hire. The Services are works made for hire. All rights, title and interests to any copyright is
vested in the University, and the Contractor hereby assigns any copyright rights related to or in the
Services to the University. If a court of competent jurisdiction orders that the Contractor owns the
copyright, then the Contractor hereby grants. the University an irrevocable, perpetual, royalty-free license
to use the copYrightin any form or manner fox its dptionial:ahd/no.n-co,mrnerdal use,
b. Patents. The Contractor will deliver complete information regarding any invention, discovery, material,
method, process, product, program, softWare or use made or conceived by the Contract& in the course
of or in connection with the Services and/or this Agreement, and the University has the sole right to
determine whether and where a patent application will be filed and to determine the disposition of the title
to and all rights under any patent that may result. The Contractor will, at the:University's expense, execute
all documents and do things necessary or proper with reepect te the:University's patent application.
c. Sponsorships. If the Services are funded by a public or private contract or grant to the University
("Sponsors' or "Sponsorship") that provides for a different disposition of copyrights and/or patents than
set forth in Paragraphs 5.a and/or 5b above, then the SponsOrship will control,
d, Designs. All notes, designs-, dmvvi ngs, mernOranda, reports, software and other technical data produced
or developed by the Contractor pursuant to the Agreement are the property ofthe University and must be
delivered to the University upon demand.
e. Intentienelly deleted,
f. Covered information. Except as provided by law, "Covered Information' means ''customer," 'nonpublic
personal information," ."personally identifiable financial information," ''protected health information,"
"student financial information" and "educational records' as defined by the applicable United States Code
of Federal Regulations; and credit and credit card information and social security numbers. If the
University discloses any Covered Information to the Contractor in connection with the Services, the
Contractor wik (i) implement and maintain appropriate administrative, technical and Physical safeguard
standards for Covered Information consistent with applicable United States Code of Federal Regulations
requirements and industry standards to preserve the confidentiality, integrityand availability of-Covered
Information; (ii) encrypt personally identifiable financial information, social security numbers and protected
health information in both storage and transmission ; (Iii) use the Covered Information Only in connection
with the performance of:its Services; (iv) notshare, sell, license or otherwise transfer or disclose Covered
3
information to any other person or entity; (v) notify the University's Office of Legal Affairs In writing no•
more than one (1) business day after any unauthorized use or disclosure of Covered Infer:teflon, and
use its best efforts to stop said :unauthorized use or disclosure and confine and limit the effects of the
unauthorized use or disclosure ; and (v1) return f forthwith all Covered Information to the University, er if the
University agrees in writing destroy the Covered Information, upon completion of the Services or
termination of the Agreement. The Contractor wII also provide the University with written reports,
documents and other information relating to the unauthorized use or disclosure upon the University's
request, -and 'reimburse the University for the University's actual costs and expenses to notify affected
individuals and authorities and to remedy the unauthorized use ordieclosure,:which may include Without
limitation providing affected individuals with credit protection services,
g. Protected Information. If the Seniices contain any. data Or information controlled by the InternatiOnal
Traffic in Arms Regulations, the Export Control Regulations, or any other regulations of the United States
that may be promulgated and/Or amended from time to time that prohibits the transfer of such data or
information to foreign persons or entities whether inside or outside the United States without an export
license or other written approval of a United States government agency ("Protected Information"), then:
(i) the Contractor Will notify the University by submitting such Protected Information to the University's
Office of Research Administration with a written statement identifying the applicable, centrol category on
the Commerce Control List, the US Munitions List the Export Control Regulations, or other applicable list
or regulations; and (ii) if the. Contractordoes not provide such written notice to the University's Office of
Research Administration, then the Contractor warrants and represents to the University intending the
University to rely thereon, that the Services Contain no Protected Information. Notwithstanding anything
contained in the Contract Document to the contrary, the Contractor hereby releases the University of any
and all liability of every kind, nature and description if the University elects not to accept the Contractor's
Protected Information and the Services in which the Protected Information is contained.
h. Iradernarks. The name "Oakland University," the University's trademarks, ear: ice marks, trade names,
graphic images and log*); and permutations of each are trademarked with the State and/or the United
States government 'University Marks"). Other than in acknowledgements in publications (eee Paragraph
6) the Contractor will not otherwise Use any University. Mark without the prior written approval of the
University.
6. Acknowledgements in Publications. The Contractor will acknowledge the University and/or Sponsors in any
publication by use of the following statement by footnote or otherwise: This work was performed under the sponsorship of OAKLAND UNIVERSITY :Rochester, Michigan and (insert other Sponsor, if appropriate)." If the publication is copyrighted, the statement "Reproduction of this article (insert the customary credit to the source) It permitted" mesebe ineluded. Except as get forth herein, the Contractor will not otherwise ese the
University's name in publiCations, news releases, advertising, speeches, technical papers, photographs,
and/or any other releases of information regarding the Agreement or data developed under the Contract
Document without the University's prior written approval.
Examination of Records. The Contractor will give the University and any Sponsor full and immediate access
to, and the right to examine, any pertinent Contractor books, documents, papers and/or records involving
transactions related to the Contract Document
8. Conflicts of Interest. The Contractor affirms that to the best of its knowledge there exists no actual or potential
conflict-of-interest between the Contractors family businees, Or financial interests and providing the ServiCes.
The Contractor will not attempt to influence any University employee by the direct or indirect offer of anything
of value. The Contractor also warrants that no ,officer or employee of the University has or Will have a direct or indirect personal financial Interest in the Agreernent. The Contractor also affirms that neither the Contractor
nor any of its employees has paid or agreed to pay any person, other than bona fide employees and
consultants working solely for the Contractor, any fee, commission, percentage, brokerage fee, gift or any
other consideration contingent upon or resulting from the execution of an Agreement. In the event of change
in either Contractor-7e interests or Services under this Agreement, the Contractor will inform the University
regarding:all possible conflicts-of-interest which may arise as a result of such change, The COntrantor agrees
that conflicts-of-interest will be resolved to the University's satisfaction or the University may terminate the
Agreement. As used herein, 'conflicts-of-interest': includes without limitation conflicts-of-interest that are
defined under the laws of the Slate of Michigan.
9. Permitted: Uses. The Contractor will conduct only lawful activities in and upon the Facilities and will not commit suffer, or permit any damage to or waste Of the Facilities or any nuisance -or hazard to occur in or upon the Fedilities. The Contractor Will not use the Facilities or permit the Facilities to be used in a manner that would
4
be inconsistent with University Policies or the overall mission of the University as a Michigan public institution
of higher education, or in any way bring diseredit or other injUry to the. University.
10. Use of Non-University Grounds and Security and Ernergeticy SerVices, The Contractor will coordinate with
other political subdivisions or governmental entities.: and provide necessary, reasonable, or appropriate
security and emergency (medical, first aid etc.) services in connection with Services and/or use of Facilities
at the Contractors sole cost and expense. Neither the University Department of Public Safety nor any other
University department will provide. security or emergency (medical, first-aid, etc.) services for the Contractor
on or at the Facilities or Otherwise, and the Contractor relieves, the University of all responsibility to provide
such security services or any other related services.
11, Delivery, Sale of Goods to the University is FOB destination, which unless otherwise stated in the Agreement
is the University in Rochester, Mithigan. Contractor assumes all responsibility for packing ; crating, delivery
and transportation ofthe Goods and all related costs associated therewith..
12. Rejection of Goods and/or Services, All Goods and/or Services purchased by the University are subject to
inspection, testing, and approval by the University. The University retains the right to reject Goods and/or
Services and/or to correct defects. The Contractor will reimburse the University for the University's actual
expenses incurred to correct defects. The University may also refuse delivery of Goods and/or Services the:
University deems defective or non-conforming, or, after notifying the Contractor of the defect or
nonconformity, hold defective Goods and/or Services for thirty (30) calendar days awaiting instructions from
the Contractor. After the 30-calendar day period, the University will dispose of the Goods and/or Services in
any manner the University deems appropriate without liability. The Contractor is respolisible for the cost of
handling, packing, and transportation incurred -in returning or disposing of defective or nonconforming Goods
or Services If the inspection shows that the Contractor is in Default, the University may immediately cancel
the Contract Document -and hold the Contractor responsible for any excess costs in procuring replacement
Goods and/orServices.
13. Miscellaneous.
a. Consideration. The Contractor hereby acknowledges adequate consideration for entering into the
Contract Document..
b; IndPoendent Contractor. The Contractor is an independent contractor and not an employee, partner, joint
venturer, servant, representative or agent ofthe University for any purpOseWhatS0eVer.
c. Assignment, Subcontracting, Sublicensing and Subordination. The Contractor may not assign its rights
or interests in the Contract Document,, delegate performance of its duties under the Contract Document,
subcontract the Services, or sublicense the use of Facilities without the prior written consent of the
University. The University can assign the Contract Document or subordinate the Contract Document to
any deed of trust or other interest that the University places on or effects the Facilities, and all renewals,
modifications, replacements and extensions thereof, without the prier written consent of the Contractor.
d. Contractor Qualifications. The Contractor warrants and represents to the University intending the
University to rely thereon, and hereby certifies that: (I) it has and will maintain throughout performance of
the Services and/or use of the Facilities all Licenses required bylaw; (ii) it isqualified by experience and/or
expertise to perform the Services and/or use. the University's Facilities; (iii) it owns or has a license to
sublicense the use of all copyrights, patents, trademarks, trade secrets and other intellectual property
relating to any software, hardware and documentation (collectively, "Software/Hardware") used in the
performance of the Services and/or use of the Facilities, and that the Contract Documentdoes not infringe
upon or misappropriate theright(s) of any third party;. (Iv) all business the Contractor conducts in or upon
the Facilities, and/or the Contractor's use of photographic or other electronic images of the University's
Facilities, faculty, .staff and/or students, will -conform to general social conventions and, common public
morals and decency and be consistent with the UniverSity's mission as an institution of higher education;
(v) if an entity, it is duly incorporated -or otherwise organized, validly existing, its status is active, and it
has the full right power and authority to provide the Services and/or use the University's Facilities and to
enter into, execute, deliver and perform the Contract Document; (vi) the execution, delivery, and
pprformance of the Contract Document will not violate, conflict with or result in -the breach of any other
.agreement to which the Contractor is a party; (vii) Contractors. signatory to the Agreement has the
authority to contractually bind the Contractor to the. Contract Document; (viii) Contractor has performed a
police records check and/or criminal background check and that neither the Contractor nor any of its
directors, members, officers, employees, volunteers, servants, agents, representatives and designees,
5
and subcontractors, properly appear on the Michigan Public Sex Offender Regfatry or has been convicted
Of -a felony, criminal sex offense, forcible assault or any crime against a minor or any other person; and
(ix) Contractor is not suspended, debarred, proposed. for debarment, declared ineligible or voluntarily
excluded from the award of contracts from United States federal government programs and/or agencies
and is not listed in the List of Parties Excluded from Federal Procurement or Non-procurement Programs
(collectively "Not-Debarred') pursuant to EXecutive Order 12649 and the regulations promulgated
thereunder, 2 CFR 180, and any additional regulations promulgated by an applicable federal agency, and
will obtain identical certifications from Contractor's lower tier contractors and suppliers that they are also
Not-Debarred.
e. Authorization. The Coritrabtor has taken and/or obtained all necessary proceedings and consents,
corporate or otherwise, to authorizethe execution, delivery and performance Of the Contract Document,
and the Contract Document as duly authorized, executed and delivered constitutes the legal, valid,' and
binding obligation of the Contractor and is enforceable against the Contractbr.
f. Dub Diligence la:lunation. All information regarding the .COntractor that was provided by or on behalf of
the Contractor to the University prior to execution of the Agreement was true and accurate and all such
information was provided to the University with the intent that the University rely thereon and to induce
the University to enter into the Agreement.
g. DISCIaimet of 'Condition of :Facilities. The Contractor accepts the Facilifiee in an-"as is" condition. The
Contractors performance of the Services and/Or use :of the Facilities' are conclusive evidence that the
Facilities Were in satisfactory condition 'When the Contractor performed the Services and/or used the
Facilities. The COntraCtor inspected, tested and evaluated Or had the o.pportunity -tci inspect, test, and eve luatethe Facilities priorto performing theServices and/or using the. Facilities and accepts the Facilities
and the soil, design, surfaces, ,signage, physical features, environmental qualities and all other
characteristics on or of the Facilities. and any and all easements and encumbrances on the Facilities,
without exCeptiOn. The University does not warrant the suitability or fitness of the Facilities, the
.Univeraitys Other real property, or the .soil, physical featureS, environmental qualities, Or any Other
characteristic-on ocof the Facilities..
h. Indemnification.. Contractor and Oakland each shall be responsible. only for its own acts and the acts of
its employees and agents and the defense of those acts, Nothing -herein shall be construed as a waiver of any goVernmental immunity that has been provided to either party by statute or Court decision.
lhauranCe.
Person 1 Property. The Contractors personal property of every kind, nature and description that may
at any time be present on UniVersity property will be kept at the Contractor's sole risk, cost, and
expense, The Contractor is responsible for the security of its personal property and any loss or
damage to said personal property from any, cause whatsoever, including without limitation theft,
vandalism, steam, electricity, water; rain, snow, ice, or fire.
ii. Insurance Policies, Unless Contractor is self-insured, the Contractor must be insured at its own
expense for Liabilities actually or allegedly arising out of, relating to or resulting from the Contractors
Services and/or use Of FacilitieS and/or a breach of the Contract Dodurnent, and/or the willful
misconduct, wrongful acts, errors or omissions and/or negligence of Contractor or its directors,
members, officers, employees; volunteers, servants, agents, representatives and designees and
subcontractors, foran extended reporting period of not less than five (5) calendar years if written on
a claims-made basis. The insurance may be for general liability insorance, excess umbrella
insurance, automobile insurance,_ professional liability insuranCe, cyber insurance, abuse and
molestation insurance, pollution insurance, workers' compensation Insurance and/or employer's
liability insurance, but in all cases and in every respect and notwithstanding any insurance types
and/or limit amounts contained in an Agreement, the Contractor's insurance must be commercially
reasonable in the Contractor's induStry and evidenced by a Written insurance policy and/or
certificates of insurance issued by.an insurer licensed to do business in the State of Michigan and
acceptable to the University.
iii. Environmental Health and Safety. The Contractor will be responsible, at the Contractor's sole cost
and expehse, for insuring that all of its respective directors, members, officers, emplbyees,
Volunteers, servants, agents, representatives- and designees and -subcontracters, comply with all of
the following environmental health and safety rules, regulations and requirements:
6
(1) Life Safety:
(a) Subject to all University Policies, the Cities of Rochester Hilis and Auburn Hills
("Cities") with regard to fire and life safety;
(b) Subject to:inspections by the University and state or local inspectors;
(0) Use Of pyrotechnics must be approved by the University's Department of
Environmental Health & Safety ('EH&S") and permits issued by EH&S and the
respective Cities' Fire Departments and
(d) Storage of flammable chemicals must be in accordance with all regulatory
requirements.
(2) EnyironmenteReoulatory;
Must comply with all Michigan Right to Know Laws;
(b)
Must comply with Hazardous Waste Disposal Laws; and
(0) Must comply with any other applicable environmental rules, regulations,
restrictions, laws and requirements.
(3) Health and Safety;
(a) Must receive required health and safety training and refresher training according
to regulatory requirements and as required by El-i&S;
(b) Must utilize personal prOtective equipment; and
(C)
Must.observe. all requirements with regards to safe. working conditions, including
without limitation, machine guarding, personal protective eqpipment, lock-out/tag-
out; confined space,. elevated work platform, etc.
j. Taxes
i. Sales Tax. The University is an agency of-the:State.of Michigan exempt from state sales taxes and
federal exeise taxes,
ii. University's Tax-Exempt Status. The University holds the status of an exempt organization under the
Internal Revenue Code, and the Contract Document is intended to serve an essential governmental
function and the Contract Document cannot be construed to-conclOde a contrary intent. Neither the
University nor the Contractor intend the Contract Document to be a joint venture, partnership, trade,
business, enterprise, or otherwise with a common goal of sharing profits or losses. The University
does not have any working interest or operational control of the Contractor's business. The University
has no profit motive whatsoever, but enters into the Contract Document with the sole intent and
desire to further the University's educational mission and other exempt purposes, and in the belief
that the Contract Document preserves, for purposes of its tax-exempt status, the University's ultimate
control over the Facilities and the uses and activities to be made of and conducted in the Facilities,
and allows the University to act exclusively in furtherance Of the University's educational mission and
other exempt purposes.
Contractor's Taxes. The Contractor will pay Contractor's own local,, state and . federal taxes,. including
without limitation social security and unemployment insurance taxes.
It Non-Reliance, The Contractor acknowledges that the University has not made any representations,
warranties assurances, or guarantees, of any kind, nature, or description, express or implied that the
Contract Document will result in or cause the Contractor's business to succeed or achieve any specific
objectives. The Contractor is capable of assuming, and does assume, all risks related to the Contract
Document, and to any business conducted by the Contractor in, at or on the Facilities.
I. Beneficiaries. The Contract Document is for the sole and exclusive benefit of the University and the
Contractor arid neither the University nor the Contractor intends to create a benefit in favor of any other
person, entity, or third party.
m. Compliance with Law. The COntractor will comply with and hereby makes any certifications required by;
7
all applicable federai, regulations, restrictions, permit and licensing requirements and laws including
without limitation the Drug Free Workplace Act of 1988 (41 USC 8101, et seq); ljyrd Anti Lobbying Amendment (31 USC 1352, at seq); Family Educational .Rights and Privacy Act of 1974 (20 USC
1232g); Executive Order 12549 (debarment and suspension); Executive Order No, 11246 as
amended by Executive Order 11375 (equal opportunity); OMB Circular /V129 (non-delinquency on
federal debt); and any related statutes, rules, regulations and orders. In furtherance ofthe Clery Act
specifically, the Contractor will immediately report to the Oakland University Police Department
("OUPD") any crimes that it observes, Crimes that are reported to it and emergency situations if they
have taken place on the University's campus, on public property adjacent to the University's campus
or at off-campus locations where University activities are taking place. Crimes in progress, fires and
medical or other emergencies should be reported to OUPD by dialing 911 from campus phones or
248370-3333 from other phones. Persons With hearing impairments should use the "TTY" telephone
number 248-870-3337. For non-emergency police service, dial 248-370-3331;
(2) all applicable state, local and municipal ordinances, regulations, restrictions; perniit and licensing
reqUirements and leWs.; and
(8) all University policies, which the University can adopt or modify without restriction to operate and control the Facilities and Ole( University property and to Preserve the overall mission of the
University as a Michigan oublit institution of higher eclimation as determined to be necessary or
appropriate by the University regardless of any negative financial, economic or business impact on
the Contractor.
n. Nonliabilitv. The Contractor releases the University from all Monetary Damages otherthan nonpayment
for the SerVicee. The Contractor's sole remedy for a material breach of the Contract Document by the
University is to recover payment forthe Services. leither the University nor University trustees, officers,
employees, students volunteers ,agentS, representatives Or designees in their official or personal capacities will be liable for Monetary Damages other than payment for the Services or otherwise, to the
Contractor or the.Contractor'S directors, members, officers, employees or agents for any loss or damage
of any kind, nature; or description and whether founded in tort, contract or Otheneise, including without limitation co.sts, expenses, losses and damages that result from or arise out of sickness, bodily injury or
death of any person, or damage to or loss or destruction of any tangible or intangible personal property,
lost revenues or lost profits any special punitive, incidental or consequential damages that accrue to the Contractor or. the Contractor's business even if the University had knowledge of the possibility of such
potential loss Or damage, and whether caused by tire, water, accident, riot, strike, act of God, acts of
terrorism', the :making of repairs, alterations, additions or improvements, eminent domain by political
subdivisions or governmental entities other than the UniversitY, causes beyond the University's
reasonable control, by reason of the University's actions in fulfilling any University obligation under the
Contract Document or from any other cause whatsoever ("Monetary Damages").
o. Default The Contractor will barn default of the Contract Document (TiefaulY) if and when the Contractor:
(i) falls to observe or perform any coVenant, condition, agreement or obligation to be observed or
performed pursuant to the Contract Document; (Ii) makes any warranty, representation or certification
that was false in whole or in part when made, or fails to Inform the University in writing that a warranty,
representation or Certification has become false in Whole or in part by reason of changed circumstances;
(lii) a voluntary or involuntary petition in bankruptcy is flied for oragainst:the Contractor and a bankruptcy
or non-bankruptcy receiver or trustee is appointed for all or substantially all of the Contractor's assets;
(iv) becomes insolvent or makes a transfer in fraud of creditors, or makes an assignment for the benefit
of creditors; or (r) enters into any agreement in contravention of any terra, clause, provision or paragraph
of the Contract Document.
P. Intentionally deleted,.
q. Liouidated Damages. The assessment of any liquidated damages by the University, if any, Is not a penalty, but represents damages sustained by the University due to the Contractor's Default, the true
and full amount of which are extremely difficult to ascertain.
r. Severabilitv. If any term, clause, provision or paragraph of the Contract Document Is declared by a court
of competent jurisdiction to be illegal, void, or unenforceable, such declaration will not affect the validity
and enforceability of the remaining terms, clauses, provisions or paragraphs of the Contract Document.
8
s. Notices. Ali notices to the University must be delivered to the person who signed the Agreement on behalf
of the University and the University's Office of Legal Affairs, personally, or by commercial overnight carrier
or first class U.S. mail only.
t, Non-Waiver. No f43111.1re, delay or course of dealing on the part of the University in exercising any of its
rights, remedies, powers or privileges under the Contract Document will be deemed to be a waiver of any
such rights, remedies, powers or privileges nor will any single or partial exercise of any right, remedy,
power or privilege preclude any other funher exercise of any right, remedy, power Or privilege.
u. Remedies. All legal and equitable remedies available to the University are cumulative and the use of any
remedy by the University will not preclude or waive the use of any or all other remedies.
v. Captions. The captions or headings in the Contract Document are for convenience only and in no way
define or limit The scope or intent of any term, clause, provision, or paragraph.
w. ENTIRE AGREEMENT. THE CONTRACT DOCUMENT EMBODIES THE ENTIRE AND FINAL
AGREEMENT BETWEEN THE UNIVERSITY AND THE CONTRACTOR FOR THE SERVICES AND
FACILITIES AND SUPERSEDES ALL PRIOR DISCUSSIONS, NEGOTIATIONS, REPRESENTATIONS
AND AGREEMENTS, WHETHER VERBAL OR IN WRITING. THERE ARE NO PROMISES,
UNDERTAKINGS, REPRESENTATIONS, OR-WARRANTIES BY THE UNIVERSITY NOT EXPRESSLY
SET FORTH IN THE CONTRACT DOCUMENT.
x. AMENDMENTS. NO AMENDMENT, MODIFICATION, SUPPLEMENT, RESTATEMENT OR WAIVER
TO AN AGREEMENT IS EFFECTIVE UNLESS IN WRITING AND SIGNED BY THE PERSON WHO
SIGNED THE AGREEMENT ON BEHALF OF THE UNIVERSITY. NO CONSENT OR AGREEMENT TO
ANY SUCH AMENDMENT, MODIFICATION, SUPPLEMENT; RESTATEMENT OR WAIVER SHALL
BE DEEMED EFFECTIVE AND BINDING UPON THE UNIVERSITY IF SUCH CONSENT OR
AGREEMENT IS PROVIDED BY MEANS OF AN ELECTRONIC CLICK-THROUGH OR ANY OTHER
ELECTRONIC FORM OF ACCEPTANCE, AND THE CONTRACTOR AGREES THAT THE
UNIVERSITY IS NOT BOUND BY OR SUBJECT TO ANY TERMS OR CONDITIONS (HEREINAFTER
"WEBSITE TERMS") INCLUDING WITHOUT LIMITATION, ANY WEBS1TE ESTABLISHED BY A
THIRD PARTY ENGAGED BY OR ACTING ON BEHALF OF THE CONTRACTOR, EVEN IF THE
UNIVERSITY OR ANY EMPLOYEE OR AGENT OF THE UNIVERSITY VIEWS, CLICKS-THROUGH
OR OTHERWISE ELECTRONICALLY ACCEPTS OR HAS VIEWED OR CLICKED-THROUGH OR
OTHERWISE ELECTRONICALLY ACCEPTED SUCH WEBSITE TERMS BY ELECTRONIC MEANS
AT ANY TIME BEFORE OR AFTER THE DATE HEREOF. NO AMENDMENT TO THE INSURANCE
PROVISIONS IN THE AGREEMENT IS EFFECTIVE UNLESS IN WRITING AND SIGNED BY THE
UNIVERSITY'S RISK MANAGER. NEITHER THE AGREEMENT NOR ANY AMENDMENT THERETO
CAN EFFECT AN AMENDMENT TO THE TERMS AND CONDITIONS. NO AMENDMENT TO THE
TERMS AND CONDITIONS IS EFFECTIVE UNLESS IN WRITING AND SIGNED BY THE
UNIVERSITY'S VICE PRESIDENT FOR LEGAL AFFAIRS.
Y- Applicable Law and Forum. Michigan law, including without limitation the Michigan Persons with
Disabilities Civil Rights Act, the Michigan Elliott-Larsen Civil Rights Act, the Michigan Governmental Tort
Liability Act ("Act"), and the Michigan Uniform Commercial Code, all as may be amended from time to
time, including the provision that illegal discrimination by the Contractor may be considered a material
breach of the Contract Document, will govern the validity, construction and performance of the Contract
Document. Michigan will be the forum for any egaF or equitable proceedings in connection with the
Contract Document and the Contractor hereby submits to in personam jurisdiction in Michigan, waives
any objection Contractor may now or hereafter have to venue in Michigan or that any legal or equitable
proceeding was brought in an inconvenient court, and agrees to service of process by overnight mail as
well as any other manner permitted by Michigan law. Notwithstanding anything contained in the Contract
Document to the contrary, whether express or implied, no provision of Contract Document waives the
University's rights under the Act or effectively creates any direct or indirect liability for the University
otherwise prohibited by the Act. The University may disclose any information described as confidential or
proprietary in response to a judicial or administrative order or a freedom of information request.
z. Binding Effect, The Contract Document will inure to the benefit of and be binding upon the Contractor and
its successors and assigns.
9
aa. Couriternails. The Agreetnent Can be executed in Several counterparts, each Of whiOh Will be dawned. an original, and all of which together will constitute one and the same instrument.
bb. Signato ies. The Contractoes'signatory hereby jointly and severally guarantees all of the obligations of
the Contractor under the Contract Document, which guarantee will inure to the benefit of the University
and be binding upon the Contractor's signatory respective heirs, administrators, executors, successors
and assigns.
cc. Other Conflicts. in the event of any conflict, discrepancy or inconsistency in the terms and conditions
contained in or among the Contract Document the tem% and conditiOns most favorable to the University, as determined by the University, will control.
dd. Effective 'Date. These Tents and Conditions are- effective as of November 1, 412.
END DP SENERAL TERMS AND CONDITIONS FOR AGREEMENTS
OLA — November 1, 2012
10
Attachment 1:
Scope of Work: Oakland County Health Division (OCHD), under the leadership of Oakland County
Executive L. Brooks Patterson, organized the Healthy Pontiac, We Can (HPWC) coalition in 2011 to
help the Pontiac community eat healthy, get active, and live tobacco free. It is a diverse coalition
which includes leaders in primary and preventive health care, mental health, human service
agencies, education, the religious community, governmental agencies, and local residents.
HPWC, on behalf of Oakland County Health Division, has received funding and technical support
from a National REACH Coalition Community Transformation grant and multiple Michigan
Department of Community Health grants to support these efforts. Given their expertise in public
health education, health communications and experience in successfully managing integrated
community-wide public health strategies, and to maintain consistency with current HPWC
communication strategies, Oakland County Health Division will be subcontracted to manage
development and implementation of communications and health education related plans for each
proposed activity.
For this project, Oakland County Health Division will lead communication activities associated with
all projects and for the Healthy Pontiac, We Can coalition, including development and design of all
communication activities, providing printing and mailing services, and developing, implementing,
and evaluating written communications plans. OCHD staff will also provide development and
implementation expertise to the Oakland University Program Coordinator, Principal Investigator and
other program staff to plan, and implement grant activities.
OCHD will hire and supervise a full-time health educator (see attached position description) who
will work directly to implement the initiatives outlined in the REACH grant. Specifically, Jennifer
Kirby, Health Education Supervisor will provide her expertise in Health Communication and Health
Education to guide development of the Communications Plan and will oversee communications and
health education related activities (e.g., design of visual communication strategies, ensuring
consistency in messaging, etc.). Additionally, Shannon Brownlee will be the staff support for
maintaining and building the HPWC coalition including, assessment, strategic and sustainability
planning, organization of coalition meetings, and engaging community partners.
Method of Accountability: OCHD will be monitored by the PI and the Program Coordinator. The
contractor will submit quarterly reports on progress toward meeting project goals.
Oakland County Health Division is a key leader of the Healthy Pontiac, We Can coalition, and
provides in-kind staff support to facilitate the coalition. They will continue this in-kind support.
Jennifer Kirby, Health Education Supervisor will provide her expertise in Health Communication and
Health Education to guide development of the Communications Plan and will oversee
communications and health education-related activities (e.g., design of visual communication
strategies, ensuring consistency in messaging, etc.). Additionally, Shannon Brownlee will be the
staff support for the coalition as described above.
Given their expertise in health communications and experience in successfully managing integrated
community-wide public health strategies, and to maintain consistency with current HPWC
1
communication strategies, Oakland County Health Division will be subcontracted to manage
development and implementation of communications and health education related plans for each
proposed activity.
Attachment 2:
Oakland University Principal Investigator:
Jennifer Lucarelli, PhD
Title: Assistant Professor of Health Sciences
Office: 2200 N. Squirrel Rd 3100 Human Health Building, Rochester, MI 48309
Phone: (248) 364-8667
Fax: (248) 364-8657
Oakland University Administrative Contact:
Alex Delavan
Title: Director of Sponsored Programs
Office: 2200 N. Squirrel Rd, 501 Wilson Half, Rochester, MI 48309
Phone: (248) 370-3789
Fax: (248) 370-2973
Oakland University Financial Contact:
Bonnie Kwit
Title: Grants & Contracts Officer
Office: 2200 N. Squirrel Rd, 504 Wilson Hall, Rochester, MI 48309
Phone: (248) 364-8667
Fax: (248) 364-8657
Attachment 3:
Oakland County Health Division Budget Narrative/Justification
Total Year 1 (FY 2014/2015) Request - $99,244
Oakland University CDC REACH Sub-Recipient Budget (1029.14)
Organization Name: Oakland County Health Division
Category
ersonnet
Position
Public Health Educator II
Annual %
salary FTE
YEAR 1 Year 1
ONLY
$43,896 .75 $32,922
Total
2
Total Personnel $32,922
Fringe Benefits
Agency fringe rate 79.13%
$26,051 Fringe Benefits
Total Fringe Benefits $26,051
Travel
In-state Travel $903
Out of State Travel $0
Total Travel $903
Supplies
Office Supplies $1,750
Printing $17,000
Postage $10,380
Materials and Supplies $600
Total Supplies $29,730
'
$U
Total Contractual $0
Other.
Rent $0
Telephone Communications-1 year $600
Liability Insurance $250
Advertising $1,000
Computer-Information Technology $2,800
In-Direct Costs -15.15% on Salary & Wages $4,988
Total Other $9,638
GRAND TOTAL-YEAR ONE $99,244
Salary and Wage Costs - $ -32,922
Public Health Educator II - $43,896 annual rate (9 months). Full-time eligible for 1,560 hours
since hiring is not expected to occur until January 2015-September 2015. This position will be
responsible for assisting the Program Coordinator with operationalization of the REACH grant
activities and implementation of the Work Plan. The Health Educator will assist contractors
with various projects. This position will be dedicated to the project 100%. With an excellent
understanding of best practices in community-based strategies to improve healthy eating and
physical activity in diverse populations, they will ensure research-based and innovative
strategies are implemented efficiently and successfully. They will work directly with partnering
agencies to determine appropriate logistics for program implementation, and to provide
appropriate training as necessary. They will serve as a point of contact for partnering agencies
and will be available to troubleshoot logistical issues. They will participate in relevant
community activities and will regularly visit sites to provide guidance and support to community
partners (e.g., visiting physical education classrooms in schools to ensure consistent
3
implementation of CATCH curriculum). They will also participate in evaluation activities as time
allows. This position will provide support to the Healthy Pontiac, We Can coalition and will
attend all meetings. This position will be dedicated to the project 100%.
Fringe Benefits:-$26,051
Public Health Educator FTE fringe benefits are calculated at 79.18% of salary.
Travel :$.903
Mileage is estimated at 720 miles per year (20 miles per week for 36 weeks) for the Health
Educator, at a rate of .560 cents per mile. Total cost for mileage is estimated at $403,
Costs associated with any associated in state travel and conference that benefits staff. Total
cost $500.
Supplies - $29,739
Office Supplies-$1,750: Cost of personal office supplies incidental to staff activities estimated
at $300 per year. Office supplies to produce in-house marketing materials calculated at $1,450
($875 poster/plotter/foam core materials, $345 lamination/mounting supplies, $230 color ink).
Print Costs - $17,000: $10,000 Fresh Food Share- Direct mailers to promote Fresh Food Share
locations ($2,065x4 sites), promotional flyers for each Fresh Food Share location ($1,440 for
500 flyers each site), $300 for Fresh Food Share promotional site recruitment materials. $500
Produce Market-50 promotional site recruitment toolkits at $10 each kit. $2,300 Healthy Bites-
Promotional cafeteria posters for two sites ($200), promotional flyers/menus for two sites
($1,000), featured healthy menu recipe/nutrition information cards for two sites ($800),
promotional shelf talkers for two sites ($300). $1,200 CATCH- Promotional recruitment
materials ($300), 2,800 promotional parent newsletters ($900). $3,000 Non-Motorized Plan-
Estimated printing of postcards/flyers to promote public meetings for community input.
Postage — $10,380: $7,380 Fresh Food Share-Postage costs for direct mailings ($1,845 each x 4)
to promote new Fresh Food Share delivery sites by mailing to all households within 1 mile
radius of each new location. Estimated at 48,000 total mail pieces. $3,000 Non-Motorized
Plan- Postage costs to mail postcards/flyers to promote public meetings for community input.
Materials & Supplies-$600: Promotional such as banners and window clings.
- -
Othertate.gorles -
Telephone Communications — $600. Cost of a cellular telephone for the Public Health Educator
at $600 per year ($50/month x 12 months).
4
Liability Insurance— $250. Cost of providing liability insurance.
Advertising-$1,000. Allocation to promote coalition via social media advertisements, page
boosts or another form of applicable advertising.
Computer-Information Technology Charges —$2,800. Cost of providing a computer, computer
maintenance and connection to the county network. Annual charge is $2,800 per computer x 1
computer.
Indirect Costs - $4,988
Calculated at a rate of 15.15% of salaries per current cost allocation plan. Per federal OMB
Circular No. A-87, Attachment E page 54 item D.1.b of the circular, our county is not required to
have an indirect cost agreement with our cognizant agency (HUD). The agency only requires us
to develop an indirect cost proposal in accordance with this circular and to submit a copy if
requested. Oakland County has requested an indirect cost agreement with our cognizant
agency, but they have refused signing the above.
5
Notice of Award
COOPERATIVE AGREEMENTS issue Date: 12/22/2014
Department of Health and Human Services
Centers for Disease Control and Prevention
NATIONAL CENTER FOR CHRONIC DISEASE PREV AND HEALTH PROMO
Grant Number: 1U58DP005885-01 REVISED
FAIN: U58DP005885
Principal Investigator(s):
JENNIFER LUCARELLI
Project Title: Healthy Pontiac, We Can! Eliminating health disparities in a low-income urban
minority community.
Oakland University
Director of Sponsored Programs
2200 N. Squirrel Rd
Rochester, MI 48309
Award e-mailed to: ougcsr@OAKLAND.EDU
Budget Period: 09/30/2014 — 09/29/2015
Project Period: 09/30/2014 — 09/29/2017
Dear Business Official:
The Centers for Disease Control and Prevention hereby revises this award (see "Award
Calculation" in Section I and "Terms and Conditions" in Section III) to OAKLAND UNIVERSITY in
support of the above referenced project. This award is pursuant to the authority of
301A,311BC,317K2(42USC241A,243BC247BK2) and is subject to the requirements of this
statute and regulation and of other referenced, incorporated or attached terms and conditions.
Acceptance of this award including the "Terms and Conditions" is acknowledged by the grantee
when funds are drawn down or otherwise obtained from the grant payment system.
If you have any questions about this award, please contact the individual(s) referenced in Section
Sincerely yours,
Annie D Harrison-Camacho
Grants Management Officer
Centers for Disease Control and Prevention
Additional information follows
Page 1 of 5
CDC NUA D I Wision: 35E: - C3.44/2014 22:36:00 I Generated orr. 2;2212W4 00: OS:S3
SECTION I — AWARD DATA — 1U58DP005885-01 REVISED
Award Calculation (U.S. Dollars)
Salaries and Wages
Fringe Benefits
Personnel Costs (Subtotal)
Consultant Services
Supplies
Travel Costs
Other Costs
Consortium/Contractual Cost
Federal Direct Costs
Federal F&A Costs
Approved Budget
Federal Share
TOTAL FEDERAL AWARD AMOUNT
$122,997
$36,665
$159,662
$17,000
$89,320
$4,628
$15,561
$178,944
$465,115
$185,633
$650,748
$650,748
$650,748
AMOUNT OF THIS ACTION (FEDERAL SHARE) $0
Recommended future year total cost support, subject to the availability of funds and satisfactory
progress of the project.
02 $650,748
03 $050,748
Fiscal Information:
CFDA Number: 93.738
EIN: 1381714400A1
Document Number: 005885CH14
IC CAN
2014
2015 2016
DP 939ZMPN $650,748 $650,748 $650,748
SUMMARY TOTALS FOR ALL YEARS
YR THIS AWARD CUMULATIVE TOTALS
1 $650,748 $650,748
2 $650,748 $650,748
3 $650,748 $650,748
Recommended future year total cost support, subject to the availability of funds and satisfactory
progress of the project
CDC Administrative Data:
PCC: / OC: 4151 / Processed: CAMACHOA 12/19/2014
SECTION II — PAYMENT/HOTLINE INFORMATION — 11..158DP005885-01 REVISED
For payment information see Payment Information section in Additional Terms and Conditions.
INSPECTOR GENERAL: The HHS Office Inspector General (01G) maintains a toll-free number
(1-800-HHS-TIPS [1-800-447-8477]) for receiving information concerning fraud, waste or abuse
under grants and cooperative agreements. Information also may be submitted by e-mail to
hhstips@oig.hhs.gov or by mail to Office of the Inspector General, Department of Health and
Human Services, Attn: HOTLINE, 330 Independence Ave., SW, Washington DC 20201. Such
reports are treated as sensitive material and submitters may decline to give their names if they
choose to remain anonymous. This note replaces the Inspector General contact information cited
in previous notice of award.
Page 2 of 5
CDC NGA D Version: 398 - 03101,201 ,1 27:3fr0(11 Genin'otod on: 12i21'201 <I 00:05:53
SECTION III— TERMS AND CONDITIONS 11158DP005885-01 REVISED
This award is based on the application submitted to, and as approved by, CDC on the above-
titled project and is subject to the terms and conditions incorporated either directly or by reference
in the following:
a. The grant program legislation and program regulation cited in this Notice of Award.
b. The restrictions on the expenditure of federal funds in appropriations acts to the extent
those restrictions are pertinent to the award.
c. 45 CFR Part 74 or 45 CFR Part 92 as applicable.
d. The HS Grants Policy Statement, including addenda in effect as of the beginning date of
the budget period.
e. This award notice, INCLUDING THE TERMS AND CONDITIONS CITED BELOW.
This award has been assigned the Federal Award Identification Number (FAIN) U58DP005885.
Recipients must document the assigned FAIN on each consortium/subaward issued under this
award.
Treatment of Program Income:
Additional Costs
SECTION IV — DP Special Terms and Conditions — 1U58DP0058135-01 REVISED
FUNDING OPPORTUNITY ANNOUNCEMENT NUMBER: DP14-1419PPHF14
REVISION 1
NOTE 1: CLARIFICATION: The Statutory Authority of 301A,311BC,317K2
(42USC241A,243BC247BK2) cited on the first page of this Notice of Award is
incorrect
The correct Statutory Authority for this grant under FOA DP14-1419PPHF14:
Section 317(k)(2) of the Public Health Service Act, 42 U.S.C. section 247b(k)(2) and
Title IV, Section 4002 of the Affordable Care Act, Prevention and Public Health Fund.
NOTE 2: SUMMARY STATEMENT: The purpose of this revised Notice of Award
(NOA) is to respond to your letter dated November 7, 2014, which provided responses to
the Summary Statement as part of the NOA dated September 22, 2014. This request
has been reviewed and approved.
NOTE 3: REVISED BUDGET: This revised NOA also responds to your letter dated
November 7, 2014, which provided responses to the Summary Statement as part of the NOA dated September 22, 2014. This request has been reviewed and approved as
follows:
Page 3 of 5
CDC NGA D I Version; 38. 63,104,20 22:35:00 I Generated on. 12'22;2014 000f,53
Budget Categories .
Current Budget Revised ,
Award Revision Award
SALAR1ES/WAGES . $ 137,170 $ _114,173); $ 122,997
FRINGE BENEFITS $ 52,328 E: 36,665
CONSULTANT COSTS .$ 54,000 $(37,0coy $ _ 17,00p
!EQUIPMENT ! $ - $ - $ -
!SUPPLIES $ 47,091 $ 42,229 $ .89,320
!TRAVEL ' $ 4,628 $ -
;OTHER $ 100,200 '1 $ (84,639) $ 15,561
CONTRACTUAL COSTS $ 49,700 $ 129,244 $ 178,944
TOTAL DIRECT $ 445,117 $ 19,998 , $ 465,115•
INDIRECT $ 205,631 $ (19,998)i $ 186,633
ITOTAL AWARD $ 650,748 $ $ 650,748
Disallowed incentives for participants in the amount of $4,406 has been placed in the
"Other" category. $1,155 has been placed in the "Other" category due to a
miscalculation by the grantee. A prior approval request is required for the use of these
funds.
NOTE 4: CONSULTANT/CONTRACTUAL COSTS: Based on the information
provided, the following items have been approved:
Consultants in the amount of $17,000 — The names of all consultants must be provided
prior to work being accomplished.
Gleaners Community Food Bank of Southeast Michigan in the amount of $39,700
Oakland County Health Division in the amount of $99,244
Non-Motorized Master Plan in the amount of $40,000 — Name of the contractor must be
provided once contract is awarded.
NOTE 5: Please be advised that the grantee must exercise proper stewardship over
Federal funds by ensuring that all cost charged to their cooperative agreement are
allowable, allocable, necessary, and reasonable.
NOTE 6: All other terms and conditions issued with the original Notice of Award remain
in effect throughout the budget period unless changed in writing by the CDC Grants
Management Officer.
PLEASE REFERENCE THE GRANT NUMBER ON ALL CORRESPONDENCE
STAFF CONTACTS
Grants Management Specialist: Ferrinnia Augustus-high
Center for Disease Control and Prevention
PG0
2920 Brandywine Road MS E-09
Atlanta, GA 30341
Email: wef9@cdc.gov Phone: 770-488-2906
Grants Management Officer: Annie D Harrison-camacho
Centers for Disease Control and Prevention
Procurement and Grants Office
2920 Brandywine Road, Mail Stop:E09
Atlanta, GA 30341
Email: atc4@cdc.gov Phone: 770-488-2098
SPREADSHEET SUMMARY
Page 4 of 5
CDC NC4A DI 358 - 03104/20 I 4 21:35':00 I (Janet:am] on: 1 2,22/2UD 0005:5.
GRANT NUMBER: 1U58DP005885-01 REVISED
INSTITUTION: OAKLAND UNIVERSITY
Budget Year 1 Year 2 Year 3
Salaries and Wages $122,997
Fringe Benefits $36,665
Personnel Costs (Subtotal) $159,662
Consultant Services $17,000
Supplies $89,320
Travel Costs $4,628
Other Costs $15,561 $650,748 $650,748
Consortium/Contractual Cost $178,944
TOTAL FEDERAL DC $465,115 $650,748 $650,748
TOTAL FEDERAL F&A $185,633
TOTAL COST $650,748 $650,748 $650,748
Page 5 of 5
CDC NGA DI Version: 558 - 03104120[4 22:3(00 I Generated orL 12/22/2014 00:05:51
FISCAL NOTE (MISC. # 15126) May 6, 2015
BY: Finance Committee, Tom Middleton, Chairperson
IN RE: DEPARTMENT OF HEALTH AND HUMAN SERVICES/HEALTH DIVISION - OAKLAND UNIVERSITY,
REACH GRANT ACCEPTANCE
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
Pursuant to Rule XI I-C of this Board, the Finance Committee has reviewed the above referenced resolution
and finds:
1. Oakland University, on behalf of the Heathy Pontiac We Can! Coalition, through the Centers for
Disease Control and Prevention from the Racial and Ethnic Approaches to Community Health
(REACH) program, has awarded the Oakland County Department of Health and Human
Services/Health Division funding in the amount of $99,244.
2. Funds will be used to implement evidence and practice based strategy activities to reduce the
devastating effects of obesity and chronic disease within the City of Pontiac, Michigan.
3. The initial grant period extends from January 1, 2015 through September 30, 2015. The contract is
expected to be renewed for two additional years ending September 30, 2017 and approved via
separate resolution once received.
4. Under this project, a portion of the funding will be used to cover one (1) SR FTE Public Health
Educator II position within the Health/CHP1S unit of the Health Division under the REACH Fund
(#28611).
5. This SR FTE Public Health Educator II position will be under-filling one (1) SR FTE Public Health
Nutritionist Ill position (#1060291-07360) currently vacant within the Health/Infant Promotion unit of
the Health Division under the Health MCH Block Fund (#28563).
6. The cost of the salaries and fringe benefits, based on a nine month grant period, for the SR FTE
Public Health Educator II position will be $58,973 for FY 2015.
7. The future level of service, including personnel, will be contingent upon the level of funding available.
8. The FY 2015 Special Revenue Budget is amended as follows:
REACH FUND (#28611)
GR0000000712 / Budget Reference 2015
Activity: GLB Analysis Type: GLB
Revenues
1060233-133340-610313 Federal Operating Grants
Total Revenues
Expenses
1060233-133340-702010 Salaries
1060233-133340-722740 Fringe Benefits
1060233-133340-730072 Advertising
1060233-133340-730926 Indirect Costs
1060233-133340-731346 Personal Mileage
1060233-133340-731388 Printing
1060233-133340-732018 Travel and Conference
1060233-133340-750294 Materials & Supplies
1060233-133340-750399 Office Supplies
1060233-133340-750448 Postage
1060233-133340-774636 Info Tech Operations
1060233-133340-774677 Insurance
1060233-133340-778675 Telephone Communications
Total Expenses
FY2015
$ 99 244
$ 99,244
$ 32,922
26,051
1,000
4,988
403
17,000
500
600
1,750
10,380
2,800
250
600
$ 99,244
FINANCE COMMITTEE VOTE:
Motion carried unanimously on a roll call vote.
Resolution #15126 May 6, 2015
Moved by Fleming supported by McGillivray the resolutions (with fiscal notes attached) on the amended
Consent Agenda be adopted (with accompanying reports being accepted).
AYES: Fleming, Gershenson, Gingell, Gosselin, Hoffman, Jackson, Kowa11, Long, Matis, McGillivray,
Middleton, Scott, Spisz, Taub, Weipert, Woodward, Zack, Bowman, Crawford. (19)
NAYS: None. (0)
A sufficient majority having voted in favor, the resolutions (with fiscal notes attached) on the amended Consent
Agenda were adopted (with accompanying reports being accepted).
HEREBY APPROVF THIS RESOLUTION
CHIEF DEPUTY COUNTY EXECUTIVE
ACTING PURSUANT TO MCL 45.559A (7)
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
I, Lisa Brown, 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 May 6,2015, 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 6th day of May 2015.
Lisa Brown, Oakland County