HomeMy WebLinkAboutResolutions - 2016.08.18 - 2252416 MISCELLANEOUS RESOLUTION ..#220 . August 18, 2016
BY: Public Services Committee, Bill Dwyer, Chairperson
IN RE: PROSECUTING ATTORNEY - FY2017-FY2021 TITLE IV-E CLIENT SERVICES CONTRACT -
GRANT ACCEPTANCE
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
WHEREAS this contract renews services for the Michigan Department of Health and Human Services
(MDHHS) Title IV-E Agreement; and
WHEREAS pursuant to and in compliance with MCL 712A.17(5), upon request of the Department of
Health and Human Services of the State of Michigan (MDHHS), "the prosecuting attorney shall serve as a
legal consultant" to the MDHHS and the Oakland County Prosecuting Attorney does so serve as legal
consultant to the MDHHS; and
WHEREAS the MDHHS is required to comply with federal and state statutes governing investigation and
placement of children (See, MCL 722.622, et seq. and CFR Title 45) and the Oakland County
Prosecutor's Office assists in that compliance, resulting in better outcomes for Oakland County families
and better foster care case management; and
WHEREAS the contract is federal Title IV-E funds passed through MDHHS; and
WHEREAS the funding period is October 1, 2016 through September 30, 2021; and
WHEREAS the MDHHS has established the maximum amount of $2,000,000 that the Prosecutor's Office
may bill for legal services during the contract period: and
WHEREAS the grant match requirement is met by the use of Title IV-E funding non-reimbursable portion
of costs for legal representation of the MDHHS staff, and the MDHHS contract agency staff; and
WHEREAS the existing staff at the Prosecutor's Office that currently represent the MDHHS will continue
to do so under the new contract with no new positions requested; and
WHEREAS this contract has been reviewed and approved in accordance with the Board of
Commissioners Grant Procedures.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners approves the
contract between Oakland County and the MDHHS for the Prosecutor's Office to provide legal
consultation regarding the abuse/neglect of children cases, court proceedings, establishment of protocol,
petition information and periodic strategy and training meetings with the MDHHS staff.
BE IT FURTHER RESOLVED that Oakland County is projected to receive maximum revenues of
$2,000,000 for Title IV-E services provided October 1, 2016 through September 30, 2021.
BE IT FURTHER RESOLVED that the Chairperson of the Board of Commissioners is authorized to
execute the contract award and to approve any contract extensions or changes, within fifteen percent
(15%) of the original award.
Chairperson, on behalf of the Public Services Committee, I move the adoption of the foregoing resolution.
PUBLIC SERVICES_COMMITTEE
PUBLIC SERVICES COMMITTEE
Motion carried unanimously on a roll call vote with Scott and McGillivray absent.
GRANT REVIEW SIGN OFF — Prosecuting Attorney
GRANT NAME: FY2017-FY2021 Title IV-E Client Services Contract
FUNDING AGENCY: Michigan Department of Health & Human Services
DEPARTMENT CONTACT: Tricia Dare 8-8797
STATUS: Acceptance
DATE: July 19, 2016
Pursuant to Misc, Resolution #13180, please be advised the captioned grant materials have
completed internal grant review, Below are the returned comments.
The captioned giant materials and grant acceptance package (which should include the Board of
Commissioners' Liaison Committee Resolution, the grant agreement/contract, Finance
Committee Fiscal Note, and this Sign Off email containing grant review comments) may be
requested to be placed on the appropriate Board of Commissioners committee(s) for grant
acceptance by Board resolution,
DEPARTMENT REVIEW
Department of Management and Budget:
Approved. — Laurie Van Pelt (7/13/2016)
Department of Human Resources:
HR Approved (No Committee) —Lori Taylor (7/13/2016)
Risk Management and Safety:
Approved by Risk Management, -- Robert Erlenbeck (7/14/2016)
Corporation Counsel:
There are no unresolved legal issues at this time, — Heather L, Lewis (7/14/2016)
rs:Ftn:
To:
Cc:
Subject:
Date:
Van Pelt, Laurie
West, Catherine A; Taylor, Lori; Dayis. Patrici.LQ; £cheitz, Dean 3
Dare Tricia R; 3ohnson, Tiffany A, Andrews, Michael 13; SraIf, Bonnie L.
RE: GRANT REVIEW: ProsocutIn9 Attorney - FY2017-F12021 IV-E Client Services Contract - Acceptance
Wednesday, 3 ,,Lly 13, 2016 2:54:10 PM
Approved,
From: West, Catherine A
Sent: Wednesday, July 13, 2016 2:24 PM
To: Van Pelt, Laurie M; Taylor, Lori; Davis, Patricia G; Schultz, Dean 3
Cc: Dare, Tricia R; Johnson, Tiffany A; Andrews, Michael El; Scalf, Bonnie L
Subject: GRANT REVIEW: Prosecuting Attorney - FY2017-FY2021 Title IV-E Client Services Contract -
Acceptance
GRANT REVIEW FORM
TO: REVIEW DEPARTMENTS Laurie Van Pelt Lori Taylor Dean Schultz Pat Davis
RE: GRANT CONTRACT REVIEW RESPONSE— Prosecuting Attorney
FY2017-FY2021 Title 1V-E Client Services Contract
Michigan Department of Health &Human Services
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: July 20, 2016
GRANT INFORMATION
Date: July 13, 2016
Operating Department Prosecuting Attorney
Department Contact: Tricia Dare
Contact Phone: 248-858-8797
Document Identification Number: PROFC17-63001
REVIEW STATUS: Acceptance Resolution Required
Funding Period: October 1, 2016 through September 30, 2021
Original source of funding: CFDA 93.658
Wiil you issue a sub award (make payments to outside agencies) or contract (through
purchasing): No
New Facility / Additional Office Space Needs: No
From
To:
Cc:
Subject:
Date:
Thyjor, Lori
We Catherine A; Van Pelt, Laurie M; Day11,13trida_G; Schultz, Dean 3
Dare, Tricia R; 3ohmson, Tiffany A; Andrews, Miehaelf3; acataoriniej,
RE: GRANT REVIEW: Prosecuting Attorney - FY2017-FY2021 'Tare IV-E Client SewIces Contract - Acceptance
Wednesday, rhrh,i 13, 2016 3:4936 PM
HR Approved (No Committee)
From: West, Catherine A
Sent: Wednesday, July 13, 2016 2:24 PM
To: Van Pelt, Laurie M; Taylor, Lod; Davis, Patricia G; Schultz, Dean J
Cc: Dare, Tricia R; Johnson, Tiffany A; Andrews, Michael B; Scalf, Bonnie L
Subject: GRANT REVIEW: Prosecuting Attorney - FY2017-FY2021 Title IV-E Client Services Contract -
Acceptance
GRANT REVIEW FORM
TO: REVIEW DEPARTMENTS— Laurie Van Pelt — Lori Taylor — Dean Schultz — Pat Davis
RE: GRANT CONTRACT REVIEW RESPONSE — Prosecuting Attorney
FY2017-FY2021 Title IV-E Client Services Contract
Michigan Department of Health & Human Services
Attached to this email please find the grant document(s) to be reviewed, Please provide your
review stating your APPROVAL, APPROVAL WITH MODIFICATION, C)1' DISAPPROVAL, with
supporting comments, via reply (to all) of this email,
Time Frame for Returned Comments: July 20, 2016
GRANT INFORMATION
Date: July 13, 2016
Operating Department: Prosecuting Attorney
Department Contact: Tricia Dare
Contact Phone: 248-858-8797
Document identification Number: RROFC17-63001
REVIEW STATUS: Acceptance ResolutIon Required
Funding Period: October 1, 2016 through September 30, 2021
Original source of funding: CFDA 93.658
Will you Issue a sub award (make payments to outside agencies) or contract (through
purchasing): No
New Facility/Additional Office Space Needs: No
From
To
Cc:
Subject:
Date:
Erlenbec Robert C
W..elt, Catherine A; Van Pelt 1,aurie TavlOr, Lori; Davis patricia G‘, Rchultz, Dean J
Dare, Tricia f; Johnson, Tiffany A; Andrews, Michael Scalf, Bo:Iraqi '
RE: GRANT REVIEW: Prosecuting Attorney - FY2017-FY2021 Title 1V-E Client Services Contract - Acceptance
Thursday, Jury 14, 2016 13:5429 AM
Approved by Risk Management, R.T. 7/14/16,
From: Johnson, Sandra K
Sent: Wednesday, July 13, 2016 2:41 PM
To: West, Catherine A; Van Pelt, Laurie M; Taylor, Lori; Davis, Patricia G; Schultz, Dean 3
Cc: Dare, Tricia R; Johnson, Tiffany A; Andrews, Michael B; Scar, Bonnie L
Subject: RE: GRANT REVIEW: Prosecuting Attorney - FY7017-FY2021 Title IV-E Client Services Contract
- 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 and future
information, documentation, and correspondence to Terri Easterling and Sandy Johnson,
Also, please include Risk Management's assignment number RM16-0367 regarding this matter.
Thank you,
From West, Catherine A
Sent: Wednesday, July 13, 2016 7:24 PM
To: Van Pelt, Laurie M; Taylor, Lori; Davis, Patricia G; Schultz, Dean 3
Cc: Dare, 'Tricia R; Johnson, Tiffany A; Andrews, Michael B; Scalf, Bonnie L
Subject: GRANT REVIEW: Prosecuting Attorney - FY2017-FY2021 Title IV-E Client Services Contract -
Acceptance
GRANT REVIEW FORM
TO: REVIEW DEPARTMENTS — Laurie Van Pelt — Lori Taylor — Dean Schultz — Pat Davis
RE: GRANT CONTRACT REVIEW RESPONSE Prosecuting Attorney
FY2017-FY2021 Title IV-E Client Services Contract
Michigan Department of Health & Human Services
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: July 20, 2016
GRANT INFORMATION
Date: July 13, 2016
From:
To
Cc:
Subject:
Date:
tewls, Heather L,
West Catherine A; Van Pelt, Laurie Mi Taylor Lod; Davis, Patricia G; Schultz Dean I
Pare. Tricia ft; Johnson, Tiffany A; Andrews, Michael 13; Scat Bonnie
RE: GRANT REVIEW: Prosecuting Attorney FY2_01.7-FY20a1 Title IV-E Client Services Contract - Acceptance
Thursday, July 14, 201610:1530 AM
There are no unresolved legal issues at this time,
OuwiP
LF MICH16 AN
Heather L. Lewls
PTNE
Oakland County Corporation Counsel
1200 N. Telegraph Road, Bldg. 14 East
Courthouse West Wing Extension, 3 rd Floor
Pontiac, Ml 48341
Phone Number, (248) 858.2003
Fax Number: (248) 858.1003
lewish@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 protected by the attorney-client
privilege and work product doctrine, This privilege belongs to the County of Oakland, and indivtdual 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 listee 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. It you have any questions, please contact the Department of
Corporation Counsel at (248) 658-0550. Thank you for your cooperation.
From: West, Catherine A
Sent: Wednesday, July 13, 2016 2;24 PM
To: Van Pelt, Laurie M; Taylor, Lori; Davis, Patricia G; Schultz, Dean 3
Cc: Dare, Tricia R; Johnson, Tiffany A; Andrews, Michael B; Scalf, Bonnie L
Subject: GRANT REVIEW: Prosecuting Attorney - FY2D17-EY2021 Title IV-E Client Services Contract -
Acceptance
GRANT REVIEW FORM
111•1.11.•
TO. REVIEW DEPARTMENTS — Laurie Van Pelt Lori Taylor-- Dean Schultz— Pat Davis
RE; GRANT CONTRACT REVIEW RESPONSE — Prosecuting Attorney
FY2017-FY2021 Title IV-E Client Services Contract
Michigan Department of Health & Human Services
Sincerely,
Lew Roubal, Director
MDHHS Business Service Center 2
DHHS
Mt cl-rigan pepartm en t Qf .11 eLUi•44, Hum an Services
RCI 51,WC, ER, Ca-(J E R NI 0 F.1
r1iCic cy01,1, tRITOR
June 60, 2016
Dear Prosecuting Attorney:
This letter is to inform you of upcoming changes to the Prosecuting Attorney Foster Care (PROFC)
contracts and the Title IV-E reimbursement process. Duo to changes In the interpretation of federal policy,
the Offices of Contracts and Purchasing (OCP) and the Federal Compliance Division(FCD) are removing
the PROFO contracts and billing process from EGrAMS effective October 1, 2016. in addition, the
reimbursement will change from actual cost to a simpler unit rate. This change allows MDHHS to pay an
all-inclusive hourly rate for the time spent providing legal services. This communication provides an
overview of now this change affects your office.
OVERVIEW OF CHANGES AND IMPORTANT DATES:
> Participation in the current EGIAMS system for the PROFC contracts ends September 30, 2016,
as do all current PROFC Agreements.
> Effective October 1, 2016 reimbursement will be on a unit rate basis with no budget required.
> The all-inclusive unit rate will be $175 Per unit hour.
> The Title IV-E penetration rate end 50% county share will be applied to monthly billings.
A Unit definition is "One unit equals one hour of the Prosecutor's time spent performing the duties
outlined In the contract."
A The PA's or APA's service hours will be reimbursed in accordance with the contract provisions,
A You will receive a new monthly billing form, the Electronic Payment Request (EPR), along with
Instructions for its completion. This change will substantially streamline the billing process.
> The EPR shall include the PA's or APA's hours, DHHS case names and dates of service.
A contracts for FY17 will be mailed to you by July 15, 2016. To onsure continuation of service, the
new contracts must be signed and submitted by August 1, 2016.
A Ali FY16 current and outstanding bills are due in EGrAMS by October 7, 2016. Reimbursements
will be delayed if progress reports are not submitted by this date.
Thank you for the important work you do on behalf of Michigan's families. If you have any questions,
please fool free to contact any of our Business Service Center Contract Administrators:
Tina Root 231 733-3668, roott2
Bruce L. Makie 231 933-6715, maklebfflmichtqamgov
Heather Robinson-Moore 810. 966-2145, robInsonmoomhamIchloamoov
State of Michigan
Department of Health and Human Services
Bureau of Purchasing (BOP)
PO Box 30037, Lansing, MI 48909
Or
235 S. Grand Avenue, Suite 1201, Lansing, MI 48933
AGREEMENT NUMBER: PROFC17-63001
Between
THE STATE OF MICHIGAN
DEPARTMENT OF HEALTH AND HUMAN SERVICES
And
CONTRACTOR PRIMARY CONTACT EMAIL
County of Oakland Prosecuting Attorney Tricia Dare
Bonnie Scalf
Catherine West
Daretgoakgov.corn
Sca IfBPoa [(goy. com
WestCa@oakgov.com
CONTRACTOR ADDRESS TELEPHONE
1200 N Telegraph Rd Bldg 12E, Pontiac, MI 43341-1032 248-868-8797
248-858-0134
248-858-2384
STATE CONTACT NAME TELEPHONE EMAIL
Contract Administrator Heather Robinson-Moore 810-966-2145 RebinsonMooreHnmichloan.00v
BOP Analyst Melanie Sanford 517-373-9376 SanfordM2@michigan.gov
AGREEMENT SUMMARY
SERVICE DESCRIPTION Legal Representation-Prosecuting Attorney Foster Care
GEOGRAPHIC AREA Oakland County
INITIAL TERM EFFECTIVE DATE* EXPIRATION DATE AVAILABLE OPTION YEARS
5 Years October 1, 2016 September 30, 2021
MISCELLANEOUS INFORMATION
ESTIMATED AGREEMENT VALUE AT TIME OF EXECUTION 82,000,000
AGREEMENT TYPE Unit Rate
*The effective date of this Agreement shall be the date listed in the "Effective Date" box above, or the date of Michigan Department of
Health and Human Services (MDHHS) signature below, whichever is later.
The undersigned have the lawful authority to bind the Contractor and MDHHS to the terms set forth in this Agreement. Section 291 of
the fiscal year 2016 Omnibus Budget, PA 84 of 2016, requires verification that all new employees of the Contractor and all new
employees of any approved subcontractor, working under this Agreement, are legally present to work In the United States. The
Contractor shall perform this verification using the E-verify system (http://vvvvw.uscis.gov/portaltsite/uscis). The Contractors signature
on this Agreement is the Contractors certification that verification has and will be performed. The Contractors signature also certifies
that the Contractor is not an Iran linked business as defined in MCI_ 129.312.
FOR THE CONTRACTOR:
FOR THE STATE:
MICHIGAN DEPARTMENT OF HEALTH AND
HUMAN SERVICES County of Oakland Prosecuting Attorney
Contractor
Signature of Director or Authorized Designee Signature of Director or Authorized Designee
Kim Stephen
Print Name Print Name
Date Date
Agreement Number PROFC17-63001
This Agreement will be in effect from Begin Date through September 30, 2021, No service will
be provided and no costs to the state will be incurred before October 1, 2016, or the effective
date of the Agreement, whichever is later, Throughout this Agreement, the date of MDFIHS
signature or October 1, 2016, whichever is later, shall be referred to as the begin date,
Agreement Period
Year 1
Year 2
Year 3
Year 4
Year 5
Begin Date through
October 1,2017 through
October 1,2018 through
October 1,2019 through
October 1, 2020 through
Total Amount:
September 30, 2017,
September 30, 2018
September 30, 2019
September 30, 2020
September 30, 2021
Amount
$400,000
$400,000
$400,000
$400,000
$400,000
$2,000,000
1 PROGRAM REQUIREMENTS
1.1. Client Eligibility Criteria
a. All clients must be involved in court proceedings regarding the abuse and
neglect of children, Delinquency cases are not eligible for service under this
Agreement.
b. Determination of Eligibility
Eligibility is determined by MDHHS
12, Reserved
CONTRACTOR RESPONSIBILITIES
2.1. Email Address
The Contractor authorizes MDHHS to use the contact information below to send
Agreement related notificationslinformation, The Contractor shall provide
MDHHS with updated contact information if it changes.
Contact email address:
DaretAoakgov.corn
ScalfBpoakciciv, corn
WestCa@oa kdov.com
2,2. Geographic Area
The Contractor shall provide services described herein in the following geo-
graphic area: Oakland County
PAGE 2 of 23
Rev, 4-16
Agreement Number: PROFC17-63001
2.3. Location of Facilities
The Contractor shall provide services described herein at the following location(s):
County Courthouse
MDHHS Local Office
Other locations determined by a court or the need of the child/ren
2.4. Credentials
The Contractor shall assure that appropriately credentialed or trained staff under
its control, including Contractor employees and/or subcontractors, shall perform
functions under this Agreement.
The Prosecuting Attorney and his/her designee must possess a Law Degree from
an accredited law school and be licensed to practice law in the State of Michigan
by the Michigan Bar Association, with membership in good standing.
2.5. Services to be Delivered
Service #1 of 1: Legal Representation
a, Activities the Contractor shall perform:
The Contractor shall:
1) Provide legal representation to MDHHS and/or designee in court
proceedings regarding the abuse/neglect of children. Notify MDHHS in
the event that legal representation is not agreed upon, as described below
in Service #1 of 1, 5).
2) Advise MDHHS staff and/or designee, when requested and within
statutory time frames, on the legal sufficiency of the petition, information,
and proofs.
3) Provide legal representation to MDHHS and/or designee throughout the
court process, including, if necessary, any appeals,
4) Meet with MDHHS staff and/or designee for the purpose of:
a) Advising with regard to present sufficiency of evidence necessary to
proceed to court.
b) Reviewing proposed petition for legal and evidentiary sufficiency and
proofs, with regard to the disposition sought, prior to filing.
PAGE 3 of 26
Rev. 4-16
Agreement Number PROFC17-63001
c) Providing appropriate assistance as determined by MDRHS and the
Contractor in preparing for all phases of the court hearing process
(le., preliminary hearing, adjudication, dispositional, review and
permanency/termination).
d) Determining the witnesses, exhibits, and other evidence necessary
for all hearings.
e) Ensuring that all witnesses are subpoenaed.
f) Advising with regard to any follow-up preparations required for future
hearings.
g) Providing legal representation for any negotiations which pertain to
plea agreements or settlements.
5) In the event that the Contractor determines that it cannot represent or
continue its representation of IVIDHHS due to a conflict or fundamental
disagreement as to the manner to proceed in a given case, the Contractor
shall provide notification of such information, on a case by case basis,
forty-eight hours prior to court proceedings so that MDHHS may obtain
alternate counsel. The Contractor shall support MDHHS to adjourn
hearings pending new counsel.
6) Prepare, record, and maintain any/all documentation required for the
provision of service to eligible clients.
Unit Definition: One unit equals one hour of the Prosecutor's and/or Assistant
Prosecutor's time [exclusive of travel time] providing services to MDHHS staff
or their designated agent as outlined above.
2,6. Expected Performance Outcomes
During the Agreement, the Contractor shall demonstrate measurable progress
toward the achievement of the outcomes listed below:
a, MDHHS or designee shall receive legal representation from the Contractor at
all proceedings the court requires the Contractor to attend, as agreed upon by
the parties,
b. MDHHS or designee shall receive legal representation from the Contractor for
the purpose of providing evidence and testimony to the court for: contrary to
the welfare, reasonable efforts, and permanency.findings.
c. MDHHS staff, which includes its designees, shall receive appropriate
assistance from the Contractor in preparing for all court hearings, as agreed
upon by the parties. MDHHS shall actively facilitate the contractual
PAGE 4 of 26
Rev, 4-10
Agreement Number: PROFC17-63001
relationship between the Contractor and its designees relative to the legal
representation provided herein,
2.7. Rebortinq Requirements
The Contractor shall submit to MDHHS reports that indicate the status and
effectiveness of activities performed under this Agreement as indicated:
a. Supporting documentation that includes the number of actual hours of service
delivered by the Prosecuting Attorney for the representation of referred child
abuse/neglect cases, including the child's first and last name, and date[s] of
service delivery. This documentation shall be submitted via an Electronic
Payment Request (ERR).
2,8. Audit Requirements
Contractor/Vendor Relationship
This Agreement constitutes a contractor/vendor relationship with MDHHS. No
audit is required under this Agreement by MDHHS. No audit costs are allowed to
be billed to this Agreement. In the event the Contractor elects to have a financial
audit performed, the submission of the audit report to MDH HS is not required nor
desired unless there is a finding of a Going Concern.
The Contractor must immediately report to the MDHHS Bureau of Audit,
Reimbursement, and Quality Assurance accounting irregularities including
noncompliance with provisions of this Agreement.
2,9, Client Records
For each eligible client served under this Agreement, the Contractor shall maintain
client case records consisting of:
a. Eligibility certification documents,
b. Date of contact with client,
c. Problem identification,
d. Methods of service delivery.
e. Significant contacts with client and significant everts.
f. Other material related to this Agreement as may be specified by MDHHS.
2,10. Reserved
2.11, Fiscal Requirements
The Contractor shall install and maintain an accounting system to identify and
support all expenditures billed to MDHHS under this Agreement. The accounting
PAGE 5 of 26
Rev, 4-16
Agreement Number: PROFC17-63001
system must record all income and expenses for the Contractor's total program
of which services provided under this Agreement are a part. The accounting
system, as a minimum, shall consist of a chart of accounts, cash receipts journal,
cash disbursements journal, and general ledger. All expenditures and income
must be supported by vouchers and receipts that detail the reason for the
transaction.
2.12. Billing
The Contractor shall bill M OH HS for service provided under this Agreement using
the unit rate established in Section 3.1 Payment.
The Contractor shall email an EPR to MDHHS at the billing address indicated on
the form within 30 days from the end of the monthly billing period. The Agreement
number shall be in the subject line of all submission of bills, and correspondence
regarding this contract. For the month of September, billings shall be submitted
as reasonably directed by the contract administrator to meet fiscal year end
closing deadlines, In no event shall MDHHS make a payment to the Contractor
for billings submitted more than 90 days after the end of a billing period. Payments
shall be sent to the Contractor's legal address on page one of this Agreement. If
a different payment mailing address is required, the Contractor shall send a
request via email to the MDHHS Accounting 'Contract Payment Unit at OHS-
CPUAmichidan.gov,
Costs incurred outside of the term of this Agreernent shall not be eligible for
reimbursement. The unit rate(s) established in this Agreement shall remain fixed
for the initial term of the Agreement.
2,13. Criminal Background Check
As a condition of this Agreement, the Contractor certifies that the Contractor shall,
prior to any individual performing work under this Agreement, el:Induct or cause
to be conducted an Internet Criminal History Access Tool (ICHAT) check and a
national and state sex offender registry check for each new employee, employee,
subcontractor, subcontractor employee, or volunteer who, under this Agreement,
works directly with clients or has access to client information.
Information about ICHAT can be found at htiplia_pps.michigan.dov/ichat.
The Michigan Public Sex Offender Registry website address is
http://www.mipsorstate.mi.us .
The National Sex Offender Public website address is http://vvww.riscow.dov.
As a condition of this Agreement, the Contractor certifies that the Contractor shall,
prior to any individual performing work under this Agreement, conduct or cause
PAGE 6 of 20
Rev. 4-16
Agreement Number: PROFC17-63001
to be conducted a Central Registry (CR) check for each new employee,
employee, subcontractor, subcontractor employee, or volunteer who, under this
Agreement, works directly with children.
Information about CR can be found at http://www.mi. qov/dhs/0,1607,7-124-
5452 7119 48330-180331--,00,html,
The Contractor shall require each new employee, employee, subcontractor,
subcontractor employee, or volunteer who, under this Agreement, works directly
with clients or who has access to client information to notify the Contractor in
writing of criminal convictions (felony or misdemeanor), pending felony charges,
or placement on the Central Registry as a perpetrator, at hire or within 10 days of
the event after hiring.
The Contractor further certifies that the Contractor shall not submit claims for or
assign duties under this Agreement to any new employee, employee,
subcontractor, subcontractor employee, or volunteer based on a determination by
the Contractor that the results of a positive ICHAT and/or a CR response or
reported criminal felony conviction or perpetrator identification make the individual
ineligible to provide the services,
The Contractor must have a written policy describing the criteria on which its
determinations shall be made and must document the basis for each
determination, The Contractor may consider the recency and type of crime when
making a determination. Failure to comply with this provision may be cause for
immediate cancellation of this Agreement. In addition, the Contractor must further
have a clearly defined written policy regarding acceptable screening practices of
new staff members and volunteers who have direct access to clients and/or
client's personal information, These screening practices serve to protect the
organization and its clients, The Contractor must also assure that any
subcontractors have both of these written policies,
If MDHHS determines that an individual provided services under this Agreement
for any period prior to completion of the required checks as described above,
IVIDHHS may require repayment of any and/or all billed services for the period
that the required checks had not been completed.
2.14. Reserved
2.15. Recoupment of Funding and Repayment of Debts
a. Recoupment of Funding
If the Contractor fails to comply with requirements as set forth in this
Agreement, or fails to submit a revised EPR within allotted time frames
established by MDHHS in consultation with the Contractor, MDHHS may at
PAGE 7 of 26
Rev. 4-16
Agreement Number: PROFC17-63001
its discretion, recoup or require the Contractor to reimburse payments made
under this Agreement which MDHHS has determined that the Contractor has
been overpaid. The Contractor is liable for any cost incurred by MDHHS in the
recoupment of any funding.
Upon notification by MDHHS that repayment is required, the Contractor shall
make payment directly to MDI-IHS within 30 days or MDHHS may withhold
current or future payments made under this or any other agreements, current
or future, between MDHHS and the Contractor.
If the Contractor fails to: (1) correct noncompliance activities identified by
MDHHS, (2) submit revised billings as requested as part of a corrective action
plan when required; or (3) remit overpayments or make arrangements to have
the overpayments deducted from future payments within 30 days, such failure
shall constitute grounds to terminate immediately any or all of IVIDHHS'
agreements with the Contractor. MDH HS shall also report noncompliance of
the Contractor to Michigan's Department of Technology, Management and
Budget. Such report may result in the Contractor's debarment from further
contracts with the state of Michigan.
b. Repayment of Debts and Other Amounts due MDHHS
By entering into this Agreement, the Contractor agrees to honor all prior
repayment agreements established by MDHHS with the Contractor or
Contractor's predecessors. If the Contractor has an outstanding debt due to
MDHHS but does not have a repayment agreement, the Contractor agrees to
make monthly payments to MDHHS at an amount not less than 6% of any
outstanding balance and to begin on the date this Agreement is executed.
If the Contractor fails to honor prior repayment agreements, or the Contractor
fails to begin repayment on an obligation due MDHHS that is not subject to a
repayment agreement, MDHHS will initiate the administrative process to
reduce payments to the Contractor under this Agreement to recoup the debt.
The payment reduction will be made at the amount originally established in
the repayment agreement or at an amount not less than 5% of any
outstanding balance effective on the date this Agreement is executed.
3. MDHHS RESPONSIBILITIES
3,1, Payment
DH HS shall make payments to the Contractor based upon the following rates per
unit of services delivered:
Unit Title Rate
PAGE 8 of 26
Rev, 4,16
Agreement Number: PROFC17-63001
Legal Representation $175/hour
3.2. Maximum Amount of Agreement
MDHHS hereby agrees to pay the Contractor an amount not to exceed
$2,000,000 for services performed in accordance with the terms of this
Agreement exclusively during the period from Begin Date to September 30, 2021.
From the total amount, the maximum amount that may be expended during the
following periods is:
Agreement Period
Begin Date through September 30, 2017
October 1, 2017 through September 30, 2018
October 1,2018 through September 30, 2019
October 1, 2019 through September 30, 2020
October 1, 2020 through September 30, 2021
3.3. Performance Evaluation and Monitoring
Amount
$ 400,000
$ 400,000
$ 400,000
$ 400,000
$ 400,000
The services provided by the Contractor under this Agreement shall be evaluated
and assessed at least annually by MDHHS on the basis of the criteria outlined in
Section 2,6.
MDHHS shall perform contract monitoring through activities such as:
a. Auditing expenditure reports.
b. Conducting on-site monitoring.
c. Reviewing and analyzing reports.
3.4. Payment
MDHHS will provide timely processing of all claims for expenditure reimbursement
in accordance with state regulations implementing § 2, Public Act 279 of 1984.
MDHHS shall complete its processing of payments to the Contractor within 45
calendar days after receipt of the Contractor's monthly ERR. Processing and
payment may be delayed to the next available cycle for any EPR submitted after
the due date.
MDHHS reserves the right to defer or disallow payment of any claim submitted by
the Contractor for failure to document and provide any required paper or electronic
records, statistics, or reports to MDHHS as required by this Agreement. This
includes documentation required by applicable state statutes or federal
regulations, provided that such requests are within the capacity of the Contractor
to obtain. MDHHS must provide the Contractor with 30 days notice of such an
action as well as the Contractor's right to appeal that decision.
PAGE Oaf 26
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Agreement Number: PROFC17-63001
Monthly payment = Unit Rate x IV-E Penetration Rate x County Share @ 50%
The county reimbursement rate is determined by the federal IV-E administrative
cost reimbursement rate (50%), multiplied by the percentage of IV-E eligible
children in out-of-home care in the Contractor's county.
The penetration rate is defined as the percentage of 1V-E eligible children in out-
of-home care in the county served by the Contractor:
MDHHS calculates the penetration rate for each county on a monthly basis and
develops an average quarterly penetration rate. The quarterly penetration rate
shall be used in the calculation of payments.
4. STANDARD TERMS
4.1 Duties of Contractor
Contractor must perform the services and provide the deliverables described
in Section 2,5 — Services to be Delivered (the "Agreement Activities"). An
obligation to provide delivery of any commodity is considered a service and is
an Agreement Activity.
Contractor must furnish all labor, equipment, materials, and supplies
necessary for the performance of the Agreement Activities, and meet
operational standards, unless otherwise specified in Section 2.5 — Services to
be Delivered.
Contractor must:
a. Perform the Agreement Activities in a timely, professional, safe, and
workmanlike manner consistent with standards in the trade, profession, or
industry;
b. Meet or exceed the performance and operational standards, and
specifications of this Agreement;
c, Provide all Agreement Activities in good quality, with no material defects;
d. Not interfere with MDHHS's operations;
e. Obtain and maintain all necessary licenses, permits or other authorizations
necessary for the performance of this Agreement;
f. Cooperate with MDHHS, including MDHHS's quality assurance personnel,
and any third party to achieve the objectives of this'Agreement;
g. Return to MDHHS any State-furnished equipment or other resources in the
same condition as when provided when no longer required for this
Agreement;
h Not make any media releases without prior written authorization from
MDHHS;
PAGE 10 of 26
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Agreement Number: PROFC17-63001
i. Assign to MDHHS any claims resulting from state or federal antitrust
violations to the extent that those violations concern materials or services
supplied by third parties toward fulfillment of this Agreement;
j. Comply with all State physical and IT security policies and standards which
will be made available upon request; and
k. Provide WIDHRS priority in performance of this Agreement except as
mandated by federal disaster response requirements,
Any breach under this provision is considered a material breach,
Contractor must also be clearly identifiable while on State property by wearing
identification issued by the State, and clearly identify themselves whenever
making contact with the State.
4.2 Notices
Ail notices and other communications required or permitted under this
Agreement must be in writing and will be considered given and received: (a)
when verified by written receipt if sent by courier; (b) when actually received if
sent by mail without verification of receipt; or (c) when verified by automated
receipt or electronic logs if sent by facsimile or email.
4,3 Reserved
4,4 Reserved
4.5 Performance Guarantee
Contractor must at all times have financial resources sufficient, in the opinion
of MDHHS, to ensure performance of this Agreement and must provide proof
upon request. MDHHS may require a performance bond if, in the opinion of
MDHHS, it will ensure performance of this Agreement.
4.6 Liability
All liability to third parties, loss, or damage as a result of claims, demands,
costs or judgments arising out of activities, such as direct service delivery, to
be carried out by the Contractor in the performance of this agreement shall be
the responsibility of the Contractor, and riot the responsibility of MDHHS, if the
liability, loss or damage is caused by, or arises out of, the actions or failure to
act on the part of the Contractor, any subcontractor, anyone directly or
indirectly employed by the Contractor, provided that nothing herein shall be
construed as a waiver of any governmental immunity that has been provided
to the Contractor or its employees by statute or court decisions, MDHRS is not
liable for consequential, incidental, indirect, or special damages, regardless of
the nature of the action.
PAGE ii of
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Agreement Number: PROFC17-63001
41 Reserved
4.8 Extended Purchasing Program
Upon written agreement between MDFIHS and the Contractor, this Agreement
may be extended to: (a) MEAL members, (b) other states (including
governmental subdivisions and authorized entities), or (c) State of Michigan
employees. MiDEAL members include local units of government, school
districts, universities, community colleges, and nonprofit hospitals. A current
list of MIDEAL members is available at www.michigan.gov/rnideal.
If extended, Contractor must supply all Agreement Activities at the established
Agreement prices and terms, and MDHHS reserves the right to impose an
administrative fee and negotiate additional discounts based on any increased
volume generated by such extensions.
Contractor must submit invoices to, and receive payment from, extended
purchasing program members on a direct and individual basis.
4,9 Independent Contractor
Contractor is an independent contractor and assumes all rights, obligations
and liabilities set forth in this Agreement. Contractor, its employees, and
agents will not be considered employees of MDHHS. No partnership or joint
venture relationship is created by virtue of this Agreement. Contractor, and
not MDHHS, is responsible for the payment of wages, benefits and taxes of
Contractor's employees and any subcontractors. Prior performance does not
modify Contractor's status as an independent contractor.
4.10 Subcontracting
Contractor may not delegate any of its obligations under this Agreement
without the prior written approval of MDFIFIS. Contractor must notify MDHHS
at least 90 calendar days before the proposed delegation, and provide
MDHHS any information it requests to determine whether the delegation is in
its best interest. If approved, Contractor must:
a. Be the sole point of contact regarding all contractual matters, including
payment and charges for all Agreement Activities;
b. Make all payments to the subcontractor; and
c. Incorporate the terms and conditions contained in this Agreement in any
subcontract with a subcontractor.
Contractor remains responsible for the completion of the Agreement Activities,
compliance with the terms of this Agreement, and the acts and omissions of
PAGE 12 of 26
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Agreement Number: PROFC17-63001
the subcontractor. MDHHS, in its sole discretion, may require the replacement
of any subcontractor.
4,11 Staffina
MDHHS's Contract Administrator may require Contractor to remove or
reassign personnel by providing a notice to Contractor.
4.12 Reserved
4,13 Assignment
Contractor may not assign this Agreement to any other party without the prior
approval of MDHHS. Upon notice to Contractor, MDHHS, in its sole discretion,
may assign in whole or in part, its rights or responsibilities under this
Agreement to any other party. If MDHHS determines that a novation of this
Agreement to a third party is necessary, Contractor will agree to the novation
and provide all necessary documentation and signatures.
4.14 Change of Control
Contractor will notify, at least 90 calendar days before the effective date,
MDHHS of a change in Contractor's organizational structure or ownership. For
purposes of this Agreement, a change in control means any of the following:
a, A sale of more than 50% of Contractor's stock;
b, A sale of substantially all of Contractor's assets;
c. A change in a majority of Contractor's board members;
d. Consummation of a merger or consolidation of Contractor with any other
entity;
er A change in ownership through a transaction or series of transactions; or
f. The board (or the stockholders) approves a plan of complete liquidation.
A change of control does not include any conSolidation or merger effected
exclusively to change the domicile of Contractor, or any transaction or series
of transactions principally for bona fide equity financing purposes.
In the event of a change of control, Contractor must require the successor to
assume this Agreement and all of its obligations under this Agreement.
4.15 Reserved
4.16 Acceptance
Agreement Activities are subject to inspection and testing by MDHHS within
30 calendar days of MDHHS's receipt of them ("State Review Period"), unless
PAGE 13 of 26
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Agreement Number: PROFC17-63001
otherwise provided in Section 2.5 — Services to be Delivered. If the Agreement
Activities are not fully accepted by MDHHS, MDHHS will notify Contractor by
the end of the State Review Period that either: (a) the Agreement Activities are
accepted, but noted deficiencies must be corrected; or (b) the Agreement
Activities are rejected. If MDHHS finds material deficiencies, it may: (i) reject
the Agreement Activities without performing any further inspections; (ii)
demand performance at no additional cost; or (iii) terminate this Agreement in
accordance with Section 4.23, Termination for Cause.
Within 10 business days from the date of Contractor's receipt of notification of
acceptance with deficiencies or rejection of any Agreement Activities,
Contractor must cure, at no additional cost, the deficiency and deliver
unequivocally acceptable Agreement Activities to MDHHS. If acceptance with
deficiencies or rejection of the Agreement Activities impacts the content or
delivery of other non-completed Agreement Activities, the parties' respective
Program Managers must determine an agreed to number of days for re-
submission that minimizes the overall impact to this Agreement, However,
nothing herein affects, alters, or relieves Contractor of its obligations to correct
deficiencies in accordance with the time response standards set forth in this
Agreement.
If Contractor is unable or refuses to correct the deficiency within the time
response standards set forth in this Agreement, MDHHS may cancel the order
in whole or in part. MDHHS, or a third party identified by MDHHS, may perform
the Agreement Activities and recover the difference between the cost to cure
and the Agreement price plus an additional 10% administrative fee.
4,17 Reserved
4,18 Reserved
4.19 Reserved
4.20 Terms of Payment
Invoices must conform to the requirements communicated from time-to-time
by MDHHS. All undisputed amounts are payable within 45 days of MDHHS's
receipt, Contractor may only charge for Agreement Activities performed as
specified in Section 2,5 Services to be Delivered. Invoices must include an
itemized statement of all charges. MDHHS is exempt from State sales tax for
direct purchases and may be exempt from federal excise tax, if Services
purchased under this Agreement are for MDHHS's exclusive use.
Notwithstanding the foregoing, all prices are inclusive of taxes, and Contractor
is responsible for all sales, use and excise taxes, and any other similar taxes,
duties and charges of any kind imposed by any federal, state, or local
PACE 14 of 26
Rev, 4-16
Agreement Number: PROFC17-63001
governmental entity on any amounts payable by MDHHS under this
Agreement.
MDHHS has the right to withhold payment of any disputed amounts until the
parties agree as to the validity of the disputed amount. MDHHS will notify
Contractor of any dispute within a reasonable time. Payment by MDHHS will
not constitute a waiver of any rights as to Contractor's continuing obligations,
including claims for deficiencies or substandard Agreement Activities.
Contractor's acceptance of final payment by MDHHS constitutes a waiver of
all claims by Contractor against MDHHS for payment under this Agreement,
other than those claims previously filed in writing on a timely basis and still
disputed.
MDHHS will only disburse payments under this Agreement through Electronic
Funds Transfer (EFT). Contractor must register with the State at
http://wvvw.michigan.govicpexpress to receive electronic fund transfer
payments. If Contractor does not register, MDHHS is not liable for failure to
provide payment.
Without prejudice to any other right or remedy it may have, MDHHS reserves
the right to set off at any time any amount then due and owing to it by
Contractor against any amount payable by MDHHS to Contractor under this
Agreement.
4.21 Reserved
4.22 Stop Work Order
MDHHS may suspend any or all activities under this Agreement at any time,
MDHHS will provide Contractor a written stop work order detailing the
suspension. Contractor must comply with the stop work order upon receipt.
VVithin 90 calendar days, or any longer period agreed to by Contractor,
MDHHS will either: (a) issue a notice authorizing Contractor to resume work,
or (b) terminate this Agreement or purchase order. MDHHS will not pay for
Agreement Activities, Contractor's lost profits, or any additional compensation
during a stop work period.
4.23 Termination for Cause
MDHHS may terminate this Agreement for cause, in whole or in part, if
Contractor, as determined by MDHHS:
a. Endangers the value, integrity, or security of any location, data, or
personnel;
b. Becomes insolvent, petitions for bankruptcy court proceedings, or has an
involuntary bankruptcy proceeding filed against it by any creditor;
PAGE 15 of 26
Rov. 4-1€
Agreement Number: PROFC17-63001
c. Engages in any conduct that may expose MDHHS to liability;
d. Breaches any of its material duties or obligations; or
e. Fails to cure a breach within the time stated in a notice of breach,
Any reference to specific breaches being material breaches within this
Agreement will not be construed to mean that other breaches are not material,
If MDHHS terminates this Agreement under this Section, MDHHS will issue a
termination notice specifying whether Contractor must (a) cease performance
immediately, or (b) continue to perform for a specified period. If it is later
determined that Contractor was not in breach of this Agreement, the
termination will be deemed to have been a Termination for Convenience,
effective as of the same date, and the rights and obligations of the parties will
be limited to those provided in Section 4.24, Termination for Convenience.
MDHHS will only pay for amounts due to Contractor for Agreement Activities
accepted by MDHHS on or before the date of termination, subject to MDHHS's
right to set off any amounts owed by the Contractor for MDHHS's reasonable
costs in terminating this Agreement. The Contractor must pay all reasonable
costs incurred by MDHHS in terminating this Agreement for cause, including
administrative costs, attorneys' fees, court costs, transition costs, and any
costs MDHHS incurs to procure the Agreement Activities from other sources.
4.24 Termination for Convenience
MDHHS may immediately terminate this Agreement in whole or in part without
penalty and for any reason, including but not limited to appropriation or budget
shortfalls. The termination notice will specify whether Contractor must: (a)
cease performance of the Agreement Activities immediately, or (b) continue to
perform the Agreement Activities in accordance with Section 4.25, Transition
Responsibilities. If MDHLIS terminates this Agreement for convenience,
MDHHS will pay all reasonable costs, as determined by MDHHS, for MDHHS
approved Transition Responsibilities.
The Contractor may terminate this Agreement upon 30 days written notice to
MDHHS at any time prior to the completion of the Agreement period.
4.25 Transition Responsibilities
Upon termination or expiration of this Agreement for any reason, Contractor
must, for a period of time specified by MDHHS (not to exceed 90 calendar
days), provide all reasonable transition assistance requested by MDHHS, to
allow for the expired or terminated portion of the Agreement Activities to
continue without interruption or adverse effect, and to facilitate the orderly
transfer of such Agreement Activities to MDHHS or its designees. Such
transition assistance may include, but is not limited to:
PAGE '16 026
Rev, 4-16
Agreement Number: PROFC17-63001
a, Continuing to perform the Agreement Activities at the established
Agreement rates;
b. Taking all reasonable and necessary measures to transition performance
of the work, including all applicable Agreement Activities, training,
equipment, software, leases, reports and other documentation, to MDHHS
or MDHHS's designee;
a Taking all necessary and appropriate steps, or such other action as MDHHS
may direct, to preserve, maintain, protect, or return to MDH HS all materials,
data, property, and confidential information provided directly or indirectly to
Contractor by any entity, agent, vendor, or employee of MDHHS;
d. Transferring title in and delivering to MDHHS, at MDHHS's discretion, all
completed or partially completed deliverables prepared under this
Agreement as of the Agreement termination date; and
e. Preparing an accurate accounting from which MDHHS and Contractor may
reconcile all outstanding accounts (collectively, 'Transition
ResponsibHities"),
This Agreement will automatically be extended through the end of the
transition period,
4.26 Reserved
427 Infringement Remedies
If, in either party's opinion, any piece of equipment, software, commodity, or
service supplied by Contractor or its subcontractors, or its operation, use or
reproduction, is likely to become the subject of a copyright, patent, trademark,
or trade secret infringement claim, Contractor must, at its expense:
a, Procure for MDHHS the right to continue using the equipment, software,
commodity, or service, or if this option is not reasonably available to
Contractor,
b. Replace or modify the same so that it becomes non-infringing; or
c. Accept its return by MDHHS with appropriate credits to MDFIHS against
Contractor's charges and reimburse MDHHS for any losses or costs
incurred as a consequence of MDHHS ceasing its use and returning it.
4.28 Limitation of Liability
MDHHS is not liable for consequential, incidental, Indirect, or special
damages, regardless of the nature of the action.
4,29 Disclosure of Litigation, or Other Proceeding
PAGE 17 of 26
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Agreement Number; PROFC17-63001
Contractor must notify MDHHS within 14 calendar days of receiving notice of
any litigation, investigation, arbitration, or other proceeding (collectively,
"Proceeding") involving Contractor, a subcontractor, or an officer or director of
Contractor or subcontractor, that arises during the term of this Agreement,
including:
a. A criminal Proceeding;
b, A parole or probation Proceeding;
c. A Proceeding under the Sarbanes-Oxley Act;
d. A civil Proceeding involving:
1) A claim that might reasonably be expected to adversely affect
Contractor's viability or financial stability; or
2) A governmental or public entity's claim or written allegation of fraud; or
e. A Proceeding involving any license that Contractor is required to possess
in order to perform under this Agreement,
4.30 State Data
All data and information provided to Contractor by or on behalf of MDH HS, and
all data and information derived therefrom, is the exclusive property of MDHHS
("State Data''); this definition is to be construed as broadly as possible. Upon
request, Contractor must provide to MDHHS, or a third party designated by
MDHHS, all State Data within 10 calendar days of the request and in the format
requested by MDHHS. Contractor will assume all costs incurred in compiling
and supplying State Data. No State Data may be used for any marketing
purposes.
4,31 Reserved
4.32 Non-Disclosure of Confidential Information
The parties acknowledge that each party may be exposed to or acquire
communication or data of the other party that is confidential, privileged
communication not intended to be disclosed to third parties. The provisions of
this Section survive the termination of this Agreement.
a. Meaning of Confidential Information, For the purposes of this Agreement,
the term "Confidential Information" means all information and
documentation of a party that:
1) Has been marked 'confidential' or with words of similar meaning, at the
time of disclosure by such party;
2) If disclosed orally or not marked "confidential" or with words of similar
meaning, was subsequently summarized in writing by the disclosing
party and marked "'confidential" or with words of similar meaning; and,
3) Should reasonably be recognized as confidential information of the
disclosing party.
PAGE 18 of 26
Res., 4-16
Agreement Number: PROFC17-63001
The term "Confidential Information" does rot include any information or
documentation that was:
1) Subject to disclosure under the Michigan Freedom of Information Act
(FOIA);
2) Already in the possession of the receiving party without an obligation of
confidentiality;
3) Developed independently by the receiving party, as demonstrated by the
receiving party, without violating the disclosing party's proprietary rights;
4) Obtained from a source other than the disclosing party without an
obligation of confidentiality; or,
5) Publicly available when received, or thereafter became publicly
available (other than through any unauthorized disclosure by, through,
or on behalf of, the receiving party),
For purposes of this Agreement, in all cases and for all matters, State Data
is deemed to be Confidential Information.
b. Obligation of Confidentiality, The parties agree to hold all Confidential
Information in strict confidence and not to copy, reproduce, sell, transfer, or
otherwise dispose of, give or disclose such Confidential Information to third
parties other than employees, agents, or subcontractors of a party who have
a need to know in connection with this Agreement or to use such
Confidential Information for any purposes whatsoever other than the
performance of this Agreement. The parties agree to advise and require
their respective employees, agents, and subcontractors of their obligations
to keep all Confidential Information confidential, Disclosure to a
subcontractor is permissible where:
1) Use of a subcontractor is authorized under this Agreement;
2) The disclosure is necessary or otherwise naturally occurs in connection
with work that is within the subcontractor's responsibilities; and
3) Contractor obligates the subcontractor in a written contract to maintain
MDHHS's Confidential information in confidence,
At MDHHS's request, any employee of Contractor or any subcontractor may
be required to execute a separate agreement to be bound by the provisions
of this Section,
c. Cooperation to Prevent Disclosure of Confidential information. Each party
must use its best efforts to assist the other party in identifying and
preventing any unauthorized use or disclosure of any Confidential
Information. Without limiting the foregoing, each party must advise the
other party immediately in the event either party learns or has reason to
believe that any person who has had access to Confidential Information has
violated or intends to violate the terms of this Agreement and each party will
PAGE 19 of 26
Rev. 4-16
Agreement Number: PROFC17-63001
cooperate with the other party in seeking injunctive or other equitable relief
against any such person.
cl. Remedies for Breach of Obligation of Confidentiality. Each party
acknowledges that breach of its obligation of confidentiality may give rise to
irreparable injury to the other party, which damage may be inadequately
compensable in the form of monetary damages, Accordingly, a party may
seek and obtain injunctive relief against the breach or threatened breach of
the foregoing undertakings, in addition to any other legal remedies which
may be available, to include, in the case of MDHHS, at the sole election of
MDHHS, the immediate termination, without liability to MDHHS, of this
Agreement or any Statement of Work corresponding to the breach or
threatened breach
e, Surrender of Confidential Information upon Termination. Upon termination
of this Agreement or a Statement of Work, in whole or in part, each party
must, within five calendar days from the date of termination, return to the
other party any and all Confidential Information received from the other
party, or created or received by a party on behalf of the other party, which
are in such party's possession, custody, or control; provided, however, that
Contractor must return State Data to MDHHS following the timeframe and
procedure described further in this Agreement. Should Contractor or
MDHHS determine that the return of any Confidential Information is not
feasible, such party must destroy the Confidential Information and must
certify the same in writing within five calendar days from the date of
termination to the other party, However, MDHHS'.s legal ability to destroy
Contractor data may be restricted by its retention and disposal schedule, in
which case Contractor's Confidential Information will be destroyed after the
retention period expires,
4.33. Reserved
4,34 Reserved
4,35 Reserved
4.36 Records Maintenance, Inspection, Examination, and Audit
MDHHS or its designee may audit Contractor to verify compliance with this
Agreement. Contractor must retain, and provide to MDHHS or its designee
and the auditor general upon request, all financial and accounting records
related to this Agreement through the term of this Agreement and for four years
after the latter of termination, expiration, or final payment under this Agreement
or any extension ("Audit Period"). If an audit, litigation, or other action
involving the records is initiated before the end of the Audit Period, Contractor
must retain the records until all issues are resolved.
PAGE 20 oi 26
Rev, 4-16
Agreement Number: PROFC17-53001
Within 10 calendar days of providing notice, MDHHS and its authorized
representatives or designees have the right to enter and inspect Contractor's
premises or any other places where Agreement Activities are being performed,
and examine, copy, and audit all records related to this Agreement, Contractor
must cooperate and provide reasonable assistance. If any financial errors are
revealed, the amount in error must be reflected as a credit or debit on
subsequent invoices until the amount is paid or refunded. Any remaining
balance at the end of this Agreement must be paid or refunded within 45
calendar days.
This Section applies to Contractor, any parent, affiliate, or subsidiary
organization of Contractor, and any subcontractor that performs Agreement
Activities in connection with this Agreement.
4.37 Warranties and Representations
Contractor represents and warrants:
a. Contractor is the owner or licensee of any Agreement Activities that it
licenses, sells, or develops and Contractor has the rights necessary to
convey title, ownership rights, or licensed use;
b. All Agreement Activities are delivered free from any security interest, lien,
or encumbrance and will continue in that respect;
c. The Agreement Activities will not infringe the patent, trademark, copyright,
trade secret, or other proprietary rights of any third party;
d. Contractor must assign or otherwise transfer to IVIDHHS or its designee any
manufacturer's warranty for the Agreement Activities;
e. The Agreement Activities are merchantable and fit for the specific purposes
identified in this Agreement;
f. The Agreement signatory has the authority to enter into this Agreement;
g. All information furnished by Contractor in connection with this Agreement
fairly and accurately represents Contractor's business, properties, finances,
and operations as of the dates covered by the information, and Contractor
will inform MDHHS of any material adverse changes; and
h. All information furnished and representations made in connection with the
award of this Agreement is true, accurate, and complete, and contains no
false statements or omits any fact that would make the information
misleading.
A breach of this Section is considered a material breach of this Agreement,
which entitles MDHHS to terminate this Agreement under Section 4,23,
Termination for Cause.
4.38 Conflicts and Ethics
PAGE 21 of 26
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Agreement Number: PROFC17-63001
Contractor will uphold high ethical standards and is prohibited from:
a. Holding or acquiring an interest that would conflict with this Agreement;
b. Doing anything that creates an appearance of impropriety with respect to
the award or performance of this Agreement; .
C, Attempting to influence or appearing to influence any State employee by the
direct or indirect offer of anything of value; or
d. Paying or agreeing to pay any person, other than employees and
consultants working for Contractor, any consideration contingent upon the
award of this Agreement
Contractor must immediately notify MDHHS of any violation or potential
violation of these standards. This Section applies to Contractor, any parent,
affiliate, or subsidiary organization of Contractor, and any subcontractor that
performs Agreement Activities in connection with this Agreement,
4,39 Compliance with Laws
Contractor must comply with all federal, state and local laws, rules and
regulations.
4.40 Reserved
4,41 Reserved
4.42 Nondiscrimination
Under the Elliott-Larsen Civil Rights Act, 1976 PA 453, MCL 37,2101, et seq.,
and the Persons with Disabilities Civil Rights Act, 1976 PA 220, MCL 37.1101,
et seq., Contractor and its subcontractors agree not to discriminate against an
employee or applicant for employment with respect to hire, tenure, terms,
conditions, or privileges of employment, or a matter directly or indirectly related
to employment, because of race, color, religion, national origin, age, sex,
height, weight, marital status, or mental or physical disability. Breach of this
covenant is a material breach of this Agreement.
4,43 Unfair Labor Practice
Under MCL 423.324, MDHHS may void any Agreement with a Contractor or
subcontractor who appears on the Unfair Labor Practice register complied
under MCL 423.322.
4.44 Governing Law
This Agreement is governed, construed, and enforced in accordance with
Michigan law, excluding choice-of-law principles, and all claims relating to or
PAGE 22 of 26
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Agreement Number: PROFC17-63001
arising out of this Agreement are governed by Michigan law, excluding choice-
of-law principles. Any dispute arising from this Agreement must be resolved
in Michigan Court of Claims. Contractor consents to venue in ingham County,
and waives any objections, such as lack of personal jurisdiction or forum non
conveniens. Contractor must appoint agents in Michigan to receive service of
process.
4.45 Non-Exclusivity
Nothing contained in this Agreement is Intended nor will be construed as
creating any requirements contract with Contractor. This Agreement does not
restrict the State or its agencies from acquiring similar, equal, or like
Agreement Activities from other sources.
4.46 Force Majeure
Neither party will be in breach of this Agreement because of any failure arising
from any disaster or acts of god that are beyond their control and without their
fault or negligence. Each party will use commercially reasonable efforts to
resume performance. Contractor will not be relieved of a breach or delay
caused by its subcontractors, If Immediate performance is necessary to
ensure public health and safety, rVIDI-NS may immediately contract with a third
party.
4.47 Dispute Resolution
The parties will endeavor to resolve any Agreement dispute in accordance with
this provision. The parties must submit the dispute to a senior executive if
unable to resolve the dispute within 15 business days. The parties will
continue performing while a dispute is being resolved, unless the dispute
precludes performance. A dispute involving payment does not preclude
performance.
Litigation to resolve the dispute will not be instituted until after the dispute has
been elevated to the parties senior executive and either concludes that
resolution is unlikely, or fails to respond within 15 business days, The parties
are not prohibited from instituting formal proceedings: (a) to avoid the
expiration of statute of limitations period, (b) to preserve a superior position
with respect to creditors; or (c) where a party makes a determination that a
temporary restraining order or other injunctive relief is the only adequate
remedy. This Section does not limit MDHHS's right to terminate this
Agreement.
4.48 Media Releases
PAGE 23 of 26
Rev. 4-16
Agreement Number: FIROFC17-63001
News releases (including promotional literature and commercial
advertisements) pertaining to the Agreement or project to which it relates must
not be made without prior written MDHHS approval, and then only in
accordance with the explicit written instructions of MDHHS.
4.49 Website Incorporation
MDHHS is not bound by any content on Contractor's website unless expressly
incorporated directly into this Agreement
4,50 Entire Agreement
This Agreement is the entire agreement of the parties related to the Agreement
Activities, This Agreement supersedes and replaces all previous
understandings and agreements between the parties for the Agreement
Activities,
4,51 Severability
If any part of this Agreement is held invalid or unenforceable, by any court of
competent jurisdiction, that part will be deemed deleted from this Agreement
and the severed part will be replaced by agreed upon language that achieves
the same or similar objectives. The remaining Agreement will continue in full
force and effect,
4.52 Waiver
Failure to enforce any provision of this Agreement will not constitute a waiver,
4.53 Survival
The provisions of this Agreement that impose continuing obligations, including
warranties and representations, termination, transition, insurance coverage,
indemnification, and confidentiality, will survive the expiration or termination of
this Agreement,
4.54 Agreement Modification
This Agreement may not be amended except by signed agreement between
the parties. Notwithstanding the foregoing, no subsequent Statement of Work
or amendment executed after the effective date will be construed to amend
this Agreement unless it specifically states its intent to do so and cites the
section or sections amended.
PAGE 24 of 26
Rev. 4-16
Agreement Number PROFC17-63001
The Contractor shall, upon request of MIDHHS and receipt of a proposed
amendment, amend this Agreement, if and when required in the opinion of
MDHHS, due to the revision of federal or state laws or regulations.
4.55 Options to Renew
At the discretion of MDHHS, this Agreement may be renewed in writing by an
amendment not less than 30 days before its expiration. This Agreement may
be renewed for up to two additional one-year periods.
4.56 Certification Regarding Debarment, Suspension, and Other Responsibility Matters
The Contractor certifies to the best of its knowledge that they and their principals:
a. Are not presently debarred, suspended, proposed for debarment, declared
ineligible, sentenced to a denial of federal benefits by a state or federal court, or
voluntarily excluded from covered transactions by any federal or state
department or agency.
b. Have not within a three-year period preceding this Agreement been convicted
of or had civil judgment rendered against them for commission of fraud or a
criminal offense in connection with obtaining, attempting to obtain, or performing
a public (federal, state, or local) transaction or contract under a public
transaction; violation of federal or state antitrust statutes or commission of
embezzlement, theft, forgery, bribery, falsification or destruction of records,
making false statements, or receiving stolen property.
c. Are not presently indicted for or otherwise criminally or civilly charged by a
governmental entity (federal, state, or local) with commission of any of the
offenses enumerated in 28 CFR 67, at sec,
d. Have not within a three-year period preceding this Agreement had one or more
public transactions (federal, state or local) terminated for cause and default.
Where the parties are unable to certify to any of the statements in this certification,
the Contractor shall attach an explanation to this Agreement.
The Contractor certifies to the best of its knowledge that within the past three years,
the Contractor has not;
a. Failed to substantially perform a state contract, agreement, or subcontract
according to its terms, conditions, and specifications within specified time limits.
b. Refused to provide information or documents required by a contract or
agreement including, but not limited to information or documents necessary for
monitoring contract performance,
c. Failed to respond to requests for information regarding contract or agreement
compliance, or accumulated repeated substantiated complaints regarding
performance of a contract or agreement,
PAGE 25 of 26
Rev. 4-16
Agreement Number: PROFC17-63001
d. Failed to perform a state contract, agreement, or subcontract in a manner
consistent with any applicable state or federal law, rule, regulation, order, or
decree,
The Contractor shall include Section 4.56 (Certification Regarding Debarment,
Suspension, and Other Responsibility Matters) language as written above in all
subcontracts with other parties.
The Contractor shall require each primary subcontractor, whose subcontract will
exceed $25,000, to disclose to the Contractor, in writing, whether at the time of the
award of the subcontract, the subcontractor, or its principals, is or is not debarred,
suspended, or proposed for debarment by the state of Michigan. The Contractor
shall then inform MDHHS of the subcontractor's status and reasons for the
Contractor's decision to use such subcontractor, if the Contractor so decides,
If it is determined that the Contractor knowingly rendered an erroneous certification
under this provision, in addition to the other remedies available to the state,
MOH HS may immediately terminate this Agreement.
If the state finds that grounds to debar exist, it shall send notice to the Contractor
of proposed debarment indicating the grounds for proposed debarment and the
procedures for requesting a hearing. If the Contractor does not respond with a
written request for a hearing within 20 calendar days, the state shall issue the
decision to debar without a hearing. The debarment period may be of any length
up to eight years. After the debarment period expires, the Contractor may reapply
for inclusion on bidder lists through the regular application process by authority of
Executive Order 2003-1.
PAGE 26 of 26
Rev. 4-16
FISCAL NOTE 0E80 . #16220)
August 18, 2016
BY: Finance Committee, Tom Middleton, Chairperson
IN RE: PROSECUTING ATTORNEY — FY2017 — FY2021 TITLE IV-E CLIENT SERVICES CONTRACT
ACCEPTANCE
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
Pursuant to Rule XII-C of this Board, the Finance Committee has reviewed the above referenced
resolution and finds:
1. The resolution authorizes an agreement between the Michigan Department of Health and Human
Services (MDHHS) and Oakland County to provide legal consultation regarding the abuse/neglect
of children cases, court proceedings, establishment of protocol, petition information, and periodic
strategy and training meetings with MDHHS staff for the period of October 1, 2016 through
September 30, 2021.
2. The total contract award is $2,000,000: for FY 2017 the total maximum expendable amount is
$400,000; FY 2018 is $400,000; FY 2019 is $400,000; FY 2020 is $400,000; and FY 2021 is
$400,000.
3. MDHHS reimbursement to the County will be based upon a rate per legal representation equal to
$175/hour; the contract will be funded via federal Title IV-E pass through funds.
4. The grant match requirement will be met by the use of Title IV-E funding (50%) non-reimbursable
portion of costs for legal representation from the MDHHS staff and MDHHS contract agency staff.
5. Existing staff at the Prosecutor's Office that currently represents MDHHS will continue to do so
under this contract. There are no grant positions being requested.
6. No budget amendment is required at the time.
FINANCE COMMITTEE VOTE:
Motion carried unanimously on a roll call vote.
Resolution #16220 August 18, 2016
Moved by Fleming supported by Quarles the resolutions (with fiscal notes attached) on the Consent
Agenda be adopted (with accompanying reports being accepted).
AYES: Dwyer, Fleming, Gingell, Hoffman, Jackson, Kochenderfer, KowaII, Long, McGillivray,
Middleton, Quarles, 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 Consent
Agenda were adopted (with accompanying reports being accepted).
iawea__n
1 HEREBY APPROVE 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 August 18,
2016, 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 18th day of August, 2016.
)41,---
Lisa Brown, Oakland County