HomeMy WebLinkAboutResolutions - 2016.10.26 - 22638MISCELLANEOUS RESOLUTION #16281
October 26,2016
BY: General Government Committee, Christine Long, Chairperson
IN RE: DEPARTMENT OF HEALTH AND HUMAN SERVICES/HEALTH DIVISION - OAKLAND
UNIVERSITY, FISCAL YEAR 2017 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
Heathy 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 wishes to continue sub-contracting 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 fiscal year (FY) 2017 contract period begins October 1, 2016 through September 30, 2017;
and
WHEREAS this is the final year of the grant and is not expected to be renewed after September 30, 2017; and
WHEREAS grant funding for this contract period is in the amount of $129,306 which is a decrease of $50,382
(-28%) over the previous fiscal year; and
WHEREAS the REACH grant will continue to fund one (1) special revenue (SR) full-time eligible (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); and
WHEREAS this amendment has completed the Grant Review Process according to the Board of
Commissioners Grant Procedures 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 $129,306, beginning October 1, 2016 through September
30, 2017.
BE IT FURTHER RESOLVED that the REACH grant will continue to 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 Ill 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 Gershenson, Hoffman and Woodward absent.
FISCAL NOTE (misc. 116280 October 26, 2016
BY: Finance Committee, I om Middleton, Chairperson
IN RE: DEPARTMENT OF HEALTH AND HUMAN SERVICES/HEALTH DIVISION - OAKLAND UNIVERSITY,
FISCAL YEAR 2017 REACH GRANT ACCEPTANCE
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
Pursuant to Rule XII-C of this Board, the Finance Committee has reviewed the above referenced resolution
and finds:
1. Oakland University, on behalf of the Healthy 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 Oakland County funding in the amount of $129,306; a decrease of
$50,382 over the previous award due to less materials and supplies needed in the final year of
program implementation.
2. Funds will be used to implement evidence and practice based strategy activities to reduce the
devastating effects of obesity and chronic disease within the City of Pontiac, Michigan.
3. The grant period extends from October 1, 2016 through September 30, 2017.
4. The funding will be used to cover one (1) Special Revenue (SR) Full-Time Eligible (FTE) Public
Health Educator ll position within the Health/Community Health Promotion & Intervention Services
(CHPIS) unit of the Health Division under the REACH Fund (#28611). The position is only budgeted
for 11 months based upon the Centers for Disease Control deadlines for project implementation to be
completed for the final year of the grant.
5. This SR FTE Public Health Educator II position will be under-filling one (1) SR FTE Public Health
Nutritionist III position (#1060291-07360) currently vacant within the Health/Infant Promotion unit of
the Health Division under the Health MCH Block Grant Fund (#28563).
6. The future level of service, including personnel, will be contingent upon the level of funding available.
7. The FY 2017 through FY 2019 Special Revenue Budget is amended as follows:
REACH FUND (#28611)
GR0000000743 / Budget Reference 2016 activity: GLB analysis: GLB
FY2017 FY2018- FY2019
Revenues
1060233-133340-610313 Federal Operating Grants ($ 50,382) ($ 179,688)
Total Revenues ($ 50,382) ($ 179,688)
Expenditures
1060233-133340-702010 Salaries
1060233-133340-722740 Fringe Benefits
1060233-133340-730072 Advertising
1060233-133340-730926 Indirect Costs
1060233-133340-731115 License and Permits
1060233-133340-731346 Personal Mileage
1060233-133340-731388 Printing
1060233-133340-731941 Training
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 Expert,
($ 660)
( 5,645)
( 24,700)
956)
864)
35)
6,920)
500)
3,573)
25
6,450)
80)
0
45,213)
38,431)
27,200)
6,262)
1,404)
1,075)
26,920)
500)
9,073)
1,750)
18,450)
2,800)
250)
FINANCE CO
FINANCE COMMITTEE VOTE:
Motion carried unanimously on a roll call vote with Crawford absent.
GRANT REVIEW SIGN OFF Health Division
GRANT NAME: 2017 Center for Disease Control and Prevention Racial & Ethnic Approaches to
Community Health Grant (OU Reach)
FUNDING AGENCY: Oakland University
DEPARTMENT CONTACT PERSON: Rachel Shymkiw / 452-2151
STATUS: Grant Acceptance
DATE: October 3, 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 grant 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 (9/26/2016)
Department of Human Resources:
HR Approved (No Committee) Position has sunset 8/17 — Lori Taylor (9/26/2016)
Risk Management and Safety:
Approved by Risk Management. — Robert Erlenbeck (9/26/2016)
Corporation Counsel:
There are no unresolved legal issues at this time. —Heather L. Lewis (9/30/2016)
From: Van Pelt. Laurie M
To: McKay-Chiasso Lisa
Cc: West, Catherine A; Taylor. Lori; Pavia, Patricia G; Schultz, Dean J; Shvmkiw, Rachel M; Kirby, Jennifer M;
McLernon. Kathleen M; Pisacreta, Antonio S
Subject: Re: GRANT REVIEW: Health &Human Services/Health Division - FY 2017 CDC Racial 84. Ethnic Approaches to
Community Health Grant - Acceptance
Date: Monday, September 26, 2016 3:18:14 PM
Approved.
Sent from my iPhone
On Sep 26, 2016, at 2:55 PM, MeKay-Chiasson, Lisa <mckay-chiasonl@oakgov.com >
wrote:
It will fund the grant program expenses as planned for FY17. We have a reduced
need for program supplies driven by the strategies we will implement for FY 17
so the budget is reduced compared to this year. The position is funded through
8/31/17. The position will then sunset.
Sent from my iPhone
On Sep 26, 2016, at 2:05 PM, Van Pelt, Laurie M <vanpeltl@oakgov.com >
wrote:
So, the reduced amount of funding is sufficient to fund the entire cost of
the position and any other required operating costs for the partial-year
period?
From: West, Catherine A
Sent: Monday, September 26, 2016 1:18 PM
To: Van Pelt, Laurie M; Taylor, Lori; Davis, Patricia G; Schultz, Dean J
Shymkiw, Rachel M; McKay-Chiasson, Lisa; Kirby, Jennifer M; McLernon,
Kathleen M; Pisacreta, Antonio S
Subject: GRANT REVIEW: Health & Human Services/Health Division - FY
2017 CDC Racial & Ethnic Approaches to Community Health Grant -
Acceptance
GRANT REVIEW FORM
TO: REVIEW DEPARTMENTS — Laurie Van Pelt — Lori Taylor — Dean
Schultz — Pat Davis
RE: GRANT CONTRACT REViEW RESPONSE — Health & Human
Services/Health Division
FY 2017 CDC Racial & Ethnic Approaches to Community Health
Grant
From:
To:
Cc:
Subject:
Date:
Taylor. Lod
West, Catherine A., Van Pelt, Laurie lid; Davis. Patricia Schultz Dean J
21ymkiw. Rachel M; McKay-Ch[asson. Lisa; Kirby. Jennifer 1,1; McLernon. Kathleen NV, Pisacreta, Antonio S
RE: GRANT REVIEW: Health & Human Services/Health Division - FY 2017 CDC Racial & Ethnic Approaches to
Community Health Grant - Acceptance
Monday, September 26, 2016 1:50:18 PM
HR Approved (No Committee) Position has sunset 8/17
From: West, Catherine A
Sent: Monday, September 26, 2016 1:18 PM
To: Van Pelt, Laurie M; Taylor, Lori; Davis, Patricia G; Schultz, Dean J
Cc: Shymkiw, Rachel M; McKay-Chiasson, Lisa; Kirby, Jennifer M; McLernon, Kathleen M; Pisacreta,
Antonio S
Subject: GRANT REVIEW: Health & Human Services/Health Division - FY 2017 CDC Racial & Ethnic
Approaches to Community Health Grant - Acceptance
GRANT REVIEW FORM
TO: REVIEW DEPARTMENTS — Laurie Van Pelt— Lori Taylor — Dean Schultz — Pat Davis
RE: GRANT CONTRACT REVIEW RESPONSE — Health & Human Services/Health Division
FY 2017 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: October 3, 2016
GRANT INFORMATION
Date: September 26, 2016
Operating Department: Health & Human Services/Health Division
Department Contact: Rachel Shymkiw
Contact Phone: 2-2151
Document Identification Number:
REVIEW STATUS: Acceptance — Resolution Required
Funding Period: 10/1/16 through 9/30/2017
Original source of funding: Centers for Disease Control- CFDA 93.738
Will you issue a sub award or contract: No
New Facility/ Additional Office Space Needs: None
From:
To;
Cc:
Subject:
Date:
Erlenbeck, Robert C
West, Catherine A; Van Pelt, Laurie M; Taylor. Lori; Davis. Patricia G; Schultz. Dean J
Shymkiw, Rachel Ni; McKay-Chlasson. Lisa; Kirby, Jennifer Ni; M.c.Lernon, Kathleen M; Pisacreta. Antonio S
RE; GRANT REVIEW; Health & Human Services/Health Division - FY 2017 CDC Racial & Ethnic Approaches to
Community health Grant - Acceptance
Monday, September 26, 2016 4:25:08 PM
Approved by Risk Management. R.E. 9/26/16
From: Johnson, Sandra K
Sent: Monday, September 26, 2016 2:42 PM
To: West, Catherine A; Van Pelt, Laurie M; Taylor, Lori; Davis, Patricia G; Schultz, Dean
Cc: Shymkiw, Rachel M; McKay-Chiasson, Lisa; Kirby, Jennifer M; McLernon, Kathleen Ni; Pisacreta,
Antonio S
Subject: RE: GRANT REVIEW: Health & Human Services/Health Division - Pt 2017 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
Erienbeck (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 RM16-0475 regarding this matter.
Thank you.
From: West, Catherine A
Sent: Monday, September 26, 2016 1:18 PM
To: Van Pelt, Laurie M; Taylor, Lori; Davis, Patricia G; Schultz, Dean J
Cc: Shymkiw, Rachel Ni; McKay-Chiasson, Lisa; Kirby, Jennifer M; McLernon, Kathleen Ni; Pisacreta,
Antonio S
Subject: GRANT REVIEW: Health & Human Services/Health Division - FY 2017 CDC Racial & Ethnic
Approaches to Community Health Grant - Acceptance
GRANT REVIEW FORM
TO: REVIEW DEPARTMENTS — Laurie Van Pelt — Lori Taylor — Dean Schultz — Pat Davis
RE: GRANT CONTRACT REVIEW RESPONSE Health & Human Services/Health Division
FY 2017 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: October 3, 2016
From:
To:
Cc;
Subject:
Date:
Lewis. Heather L
West. Catherine A; Van Pelt Laurie M.; Taylor, Lori; Davis, Patricia G; Schultz, Dean J
Shymkivv. Rachel Ni; McKay-Chlasson, Lisa; Kfrbv. Jennifer Ni; Mdzrnon, Kathleen M; Pisacretai Antonio S
RE: GRANT REVIEW: Health & Human Services/Health Division - FY 2017 CDC Racial & Ethnic Approaches to
Community Health Grant - Acceptance- 2016-0987
Friday, September 30, 2016 10:17:34 AM
There are no unresolved legal issues at this time.
Heather L. Lewis
Senior Assistant Corporation Counsel
Oakland County Corporation Counsel
1200 N. Telegraph Road, Bldg. 14 East
Courthouse West Wing Extension, 3 rci Floor
Pontiac, Ml 48341
Phone Number: (248) 858.2003
Fax Number: (248) 858.1003
E-mail: le_wish@oakgov,com
PRIVILEGED AND CONFIDENTIAL— ATTORNEY CLIENT COMMUNICATION
This e-mail is intended only for those persons to wham 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 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 parsons 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) 858-0580. Thank you for your cooperation.
From: West, Catherine A
Sent: Monday, September 26, 2016 1:18 PM
To: Van Pelt, Laurie M; Taylor, Lou; Davis, Patricia G; Schultz, Dean J
Cc: Shymkiw, Rachel M; McKay-Chiassort, Lisa; Kirby, Jennifer M; McLernon, Kathleen M; Pisacreta,
Antonio S
Subject: GRANT REVIEW: Health & Human Services/Health Division - FY 2017 CDC Racial & Ethnic
Approaches to Community Health Grant - Acceptance
GRANT REVIEW FORM
TO: REVIEW DEPARTMENTS — Laurie Van Pelt — Lori Taylor — Dean Schultz — Pat Davis
RE: GRANT CONTRACT REVIEW RESPONSE — Health & Human Services/Health Division
OAKLAND UNIVERSITY SUBCONTRACT
FOR THE OFFICE OF RESEARCH ADMINISTRATION
Oakland University (Oakland") and 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 number 1U58DP005885-03-00 ("Notice of Award') between Oakland and Center for
Disease Control and Prevention (Sponsor"),
The parties to this Subcontract agree as follows:
1. Scope of Work. Subcontractor will perform the research and associated work detailed in the
Scope or Statement of Work that is attached as Attachment 1 and incorporated herein by
reference ("Scope of Work"). Oakland can change the Scope of Work if: (a) the Sponsor 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 on October 1, 2016 and ends on
September 30, 2017 unless terminated earlier as provided in this Subcontract (Termination
Date"). Subcontractor is not obligated to continue work or provide services after the Termination
Date and Oakland is not obligated to compensate 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 Notice of Award's terms, conditions, time limitations
and funding restrictions.
3. Staffing. Oakland's Principal Investigator ("Oakland's PI") and Subcontractor's Principal
Investigator ("Subcontractor's PI") for this Subcontract are identified in Attachment 2.
Oakland's Pi is responsible for the technical, scientific and programmatic aspects of this
Subcontract and for coordinating the research efforts of the collaborating investigators.
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 Conditions of the Notice of Award. All of the Notice of Award's terms 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 does assume all of Oakland's responsibilities
to the Sponsor under the Notice of Award as they relate to services to be performed by
Subcontractor.
5. 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) set forth in 2 CFR 200 Uniform Administrative Requirements,
Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance) will determine
1
the extent to which costs are allowable under this Subcontract, 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 is prohibited
without prior written approval of Oakland. When Subcontractors policies conflict with the Notice
of Award, the Uniform Guidance 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 administrative 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 is included in
Attachment 3 ("Budget"), which is 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 Cost are at Subcontractors risk.
8. Re-buddeting 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 must 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 and all closeout documents required by Oakland.
2
10. Accounts, Audits and Records, Subcontractor will maintain books, records, documents, and
other evidence, accounting procedures, and practices (Records") sufficient to prove all direct
and indirect costs of whatever nature it claims to have incurred for the performance of this
Subcontract.
All of Subcontractor's 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 andtor 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 occurs last.
As a sub-recipient of federal funds, and if Subcontractor meets the threshold audit requirements
for 45 CFR Part 75, Subcontractor will provide Oakland with an audit report encompassing the
Performance Period for this Subcontract. This audit should be conducted in compliance with
Uniform Guidance. 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 Uniform Guidance, 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 Uniform Guidance,
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-128.
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 required 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 vvill treat
them with the same care as they would their own confidential information.
12. Reports. Subcontractor will provide reports to Oakland as required by the Scope of Work andfor
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 under 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. Subcontractor will acknowledge the support of the Sponsor whenever activities
funded in whole or in part by this Subcontract are 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.
16, 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
will cancel obligations as soon as possible. Subcontractor will 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
Subcontractor
Vice Provost for Research
529 Wilson Hall
Rochester, MI 48309-4401
Tel: (248) 370-2552
Fax (248) 370-2566
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
Subcontract. In the event that Subcontractor does not have such policies established,
Subcontractor will request a copies of 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, permit 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 Amendment (31 USC 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 USC1092[fl); Executive Order 12549 (debarment
and suspension); Executive 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 12549 and the
regulations promulgated thereunder, 2 CFR 180, and any additional regulations promulgated by
an applicable federal agency, the Subcontractor hereby certifies that Subcontractor 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") and will obtain identical certifications from
Subcontractor's lower tier contractors and suppliers that they are also Not-Debarred.
21, Additional Terms and Conditions. This Subcontract is subject to and shall be performed by
Subcontractor in accordance with the attached Oakland's General Terms arid Conditions for
Agreements.
Oakland University
By:
Its:
Dated:
Subcontractor
By:
Its:
Dated:
5
OLA — November 2012
6
rOaklandl
UNIVERS VW
Oakland University
General Terms and Conditions for Actreements
, Parties.
a. Oakland University. "Oakland University", "Oakland'', "University' and all capitalized and non-capitalized
permutations thereof mean Oakland University, a Michigan constitutional body corporate arid institution
of higher education located at 2200 N. Squirrel Road, Rochester, Michigan 483094401,
b. Contractor, "Contractor" means all persons and entities including all foreign and domestic individuals,
corporations, partnerships, business organizations, associations, trusts and other entities 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 relationship, such as
performer, vendor, consultant, licensee or customer.
c. Non-Resident Aliens. If Contractor is a non-resident alien, the following documents must be furnished to
the University before this Agreement is executed:
i. For Services to be performed in the United States:
* Copy of I-Elgt (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 sponsor for J-1 visa holder
or 1-20 for F-1 visa holder); and
• Certification of academic activity (if applicable)
ii. For Services to be performed outside the United States:
• IRS Form W-8BEN 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 AND/OR 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" means all persons and entities including all foreign and domestic individuals,
corporations, partnerships, business organizations, associations, trusts and ether 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 subcontractors.
d. Contract 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 Contractor.
e. Facilities. "Facilities" means the University's real and personal property including buildings, grounds,
leaseholds and appurtenances appertaining thereto.
f. Goods. "Goods" and all capitalized and non-capitalized permutations thereof mean goods as defined by
the Uniform Commercial Code as adopted in Michigan.
g. 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 cr
to which the knowledge or skill may be attributed by the person's employment of an agent or broker or
ether intermediary that holds itself out by occupation as having the knowledge or skill.
h. Services, 'Services" means all products and services, performancee, reports, materials, transactions in
goods, present or future sales of goods, products and ether deliverables to be performed or delivered by
the Contractor pursuant to the Agreement and all other services related thereto,
Technoloay, '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,
transmission, verification, maintenance, storage, retrieval, hosting and preparation of data output; and
"Technology Services" includes Services providing direct access to the University's systems and
otherwise holding University data.
j. Term. "Term" means the time period during which the Agreement is in effect.
k. Terminate. "Terminate" and all capitalized and non-capitalized permutations thereof means to terminate
and/or end and/or "cancel," "cancellation' and all permutations of the word cancel as defined in the
Uniform Commercial Cede.
I. Terms and Conditions. "Terms" 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.
m. 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 Contract 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. 5PPP9q.
a. Space and Eauioment. The University will provide the Contractor 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.
2
b. University Employees. The Contractor will not hire any University employee to perform any Services.
4, Payment.
a. Contractor Information. The Contractor must deliver a complete, accurate, signed Internal Revenue
Service Form W-9, non-resident alien documentation (if applicable) and an invoice to the person who
signed the Agreement on behalf of the University before the University will 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 Contractors lodging, travel or any other expenses unless
specified in the Agreement, and then, only consistent 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 Imitation damages to University
Facilities caused by the Contractor's acts and/or omissions.
e. Payments to Contractors. The University will pay the Contractor by check, after completion of the
Services and thereafter within forty-five (46) calendar days from the date the University receives the
Contractor's invoice, unless otherwise specified in the Agreernent. The University also reserves the right
to pay the Contractor by electronic means if available and/or through the University's payroll or other
payment systems.
5. Intellectual Proeerty; Designs; Confidential, Covered and Protected Information and Trademarks.
a. Work for Hire. The Se/vices 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 copyright in any form or manner for its educational and/or non-commercial 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 Contractor 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 all things necessary or proper with respect to the University s patent application.
G, 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 5a and/or 51) above, then the Sponsorship will control.
d. Designs. All notes, designs, drawings, memoranda, reports, software and other technical data produced
or developed by the Contractor pursuant to the Agreement are the property of the University and must be
delivered to the University upon demand,
e. Intentionally deleted.
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 will: (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, integrity and availability of Covered
Information; (11) encrypt personally identifiable financial information, social security numbers and protected
health information in both storage and transmission; (hi) use the Covered Information only in connection
with the performance of its Services; (iv) not share, 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 Information, 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 (vi) return forthwith all Covered Information to the University, or if the
University agrees in writing destroy the Covered Information, upon completion of the Services or
termination of the Agreement. The Contractor will 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 or disclosure, which may include without
limitation providing affected individuals with credit protection services,
Protected Information. If the Services 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 control category on
the Commerce Control List, the US Munitions List, the Export Control Regulations, or other applicable list
or regulations; and (ii) if the Contractor does 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. Trademarks. The name 'Oakland University,' the University's trademarks, service marks, trade names,
graphic images and logo(s), and permutations of each are trademarked with the State and/or the United
States government ("University Marks"). Other than in acknowledgements in publications (see Paragraph
6) the Contractor will not otherwise use any University Mark without the prior written approval of the
University.
6. Acknowledgement in Publications. The Contractor will acknowledge the University and/or Sponsors in any
publication by use of the following statement by footnote or otheravise: "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 customer)/ credit to the
source) is pen-nitted" must be included. Except as set forth herein, the Contractor will not otherwise use 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,
7. 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.
a. Conflicts of Interest. The Contractor affirms that to the best of its knowledge there exists no actual or potential
conflict-of-interest between the Contractor's family, business, 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 Agreement. 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's 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 Contractor 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 State 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
Facilities. 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 discredit or other injury to the University,
10. Use of Non-University Grounds and Security and Emergency 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 Contractor's 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, Michigan. Contractor assumes all responsibility for packing, crating, delivery
and transportation of the 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. Afier 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 responsible 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/or Services.
13. Miscellaneous.
a. Consideration, The Contractor hereby acknowledges adequate consideration for entering into the
Contract Document.
b. independent Contractor. The Contractor is an independent contractor and not an employee, partner, joint
venturer, servant, representative or agent of the University for any purpose whatsoever,
a Assignment, Subcontracting, Sublicensing and Subordination. The Contractor may net 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 mdensions thereof, without the prior 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: (1) it has and will maintain throughout performance of
the Services and/or use of the Facilities all licenses required by law; (ii) it is qualified 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 arid documentation (collectively, "Software/Hardware") used in the
performance of the Services and/or use of the Facilities and that the Contract Document does not infringe
upon or misappropriate the right(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; (v1) the execution, delivery, and
performance 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) Contractor's 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 careinal 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 Registry 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 Contractor has taken and/or obtained all necessary proceedings and consents,
corporate or otherwise, to authorize the 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 Contractor.
f. Due Diligence Ihformation. 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. Disclaimer of Condition of Facilities, The Contractor accepts the Facilities in an "as is" condition. The
Contractor's 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 opportunity to inspect, test, and
evaluate the Facilities prior to performing the Services 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
University's other real property, or the soil, physical features, environmental qualities, or any other
characteristic on or of 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.
Insurance.
Personal Prooertv. The Contractor's 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, coat, 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,
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 Contractor's
Services and/or use of Facilities and/or a breach of the Contract Document, 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, for an 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 insurance, excess umbrella
insurance, auton1obile 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,
Environmental Health and Safety. The Contractor will be responsible, at the Contractors sole cost
and expense, for insuring that all of its respective director's, members, officers, employees,
volunteers, servants, agents, representatives and designees and subcontractors, 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 Hills and Auburn Hills
("Cities") with regard to fire and life safety;
(b) Subject to inspections by the University and state or local inspectors;
(c) 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) Environmental/Requiatory:
(a) Must comply with all Michigan Right to Know Laws;
(b) Must comply with Hazardous Waste Disposal Laws; and
(c) 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 EH&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 equipment, lockout/tag-
out, confined space, elevated work platform, etc,
Taxes.
Sales Tax. The University is an agency of the State of Michigan exempt from state sales taxes and
federal excise taxes.
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 conclude a contrary intent. Neither the
University nor the Contractor intend the Contract Document lobe 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 Of 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 lo act exclusively in furtherance of the University's educational mission and
other exempt purposes.
iii. Contractor's Taxes, The Contractor will pay Contractor's own local, state and federal taxes, including
without limitation social security and unemployment insurance taxes.
k. 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 and 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
(1) all applicable federal, regulations, restrictions, permit and licensing requirements and laws, including
without limitation the Drug-Free Workplace Act of 1988 (41 USC 8101, at seq); Byrd 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 11376 (equal opportunity); OMB Circular A-129 (non-delinquency on
federal debt); and any related statutes, rules. regulations and orders. In furtherance of the 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
248-370-3333 from other phones. Persons with hearing impairments should use the "TTY " telephone
number 248-370-3337. For non-emergency police service, dial 248-370-3331;
(2) all applicable state, local and municipal ordinances, regulations, restrictions, permit and licensing
requirements and laws; and
(3) all University Policies, which the University can adopt or modify without restriction to operate and
control the Facilities and other University property and to preserve the overall mission of the
University as a Michigan public institution of higher education as determined to be necessary or
appropriate by the University regardless of any negative financial, economic or business impact on
the Contractor.
n. Nonliability. The Contractor releases the University from all Monetary Damages other than nonpayment
for the Services. The Contractor's sole remedy for a material breach of the Contract Document by the
University is to recover payment for the Services. Neither 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 otherwise, including without
limitation costs, expenses, losses and damages that result from or arise out of sickness, boidlly 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 fire, 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. Defauit, The Contractor will be in default of the Contract Document ("Default") if and when the Contractor:
(I) fails 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;
(Hi) a voluntary or involuntary petition in bankruptcy is filed for or against the Contractor and a bankruptcy
or non-bankruptcy receiver or trustee is appointed for all, or sUbstentially 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 (v) enters into any agreement in contravention of any term, clause, provision or paragraph
of the Contract Document.
p. intentionally deleted.
q. Liquidated 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. Severability. 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. All 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 failure, 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 further 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,
te 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 WEBSITE 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. Aoplicable 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 ihe Contract Document, will govern the validity, construction and performance of the Contract
Document, Michigan will be the forum for any legal or equitable proceedings in connection with the
Contract Document and the Contractor hereby submits to in per8onom 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 hi 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 Of 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
OLA — November 1, 2012
aa, Counterparts. The Agreement can be executed in several counterparts, each of which will be deemed an
original, and all of which together will constitute one and the same instrument.
bb. Signatories, The Contractor's 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 terms and conditions most favorable to the University,
as determined by the University, will control.
dd. Effective Date. These Terms and Conditions are effective as of November 1, 2012.
END OF GENERAL TERMS AND CONDITIONS FOR AGREEMENTS
1 0
Centers for Disease Control and Prevention (CDC)
Racial and Ethnic Approaches to Community Health (REACH) Grant
Oakland University
Subaward Information — Year 3
Oakland County Health Division
Attachment I: Scope of Work
Name of Contractor: Oakland County Health Division
Method of Selection: Sole source — they are the public health agency for the county in which
Pontiac is located.
Method of Selection: Sole source — they are the local public health agency for the county in
which Pontiac is located.
Oakland County Health Division is a key facilitator of the Healthy Pontiac, We Can!
coalition, and provides in-kind staff support to coordinate the coalition. They will continue
this in-kind support. Trisha Zizumbo, Health Education Supervisor will provide her
expertise in Health Communication to guide development of the Communications Plan and
will oversee communications-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 but not limited
to, assessment, strategic and sustainability planning, organization of coalition meetings, and
engaging community partners.
Given their expertise in health communications and experience in successfully managing
integrated community-wide media 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.
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 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.
OCFID staff will also provide development and implementation expertise to the Oakland
University Program Coordinator, Principal Investigator and other program staff and will
assist to plan, and implement grant activities.
OCHD will continue employment and supervision of a full-time health educator (Katherine
Polmear) who will work directly to implement the initiatives outlined in the REACH grant.
Specifically, Trisha Zizumbo, 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, and the team will meet at least monthly to provide progress updates.
Attachment 2: Staffing
Oakland University Principal Investigator:
Jennifer Lucarelli, PhD
Title: Assistant Professor of Health Sciences
Office: 2200 N. Squirrel Rd 3100 Human Health Building, Rochester M1 48309
Phone: (248) 364-8667
Fax: (248) 364-8657
Oakland County Health Division Sub-Contractor Principal Investigator
Lisa McKay Chiasson, MPH
Title: Administrator, Community Health Promotion and Intervention Services
Office: 1200 N. Telegraph, Pontiac MI 48341
Phone: (248) 858-1395
Fax: (248) 858-5428
Attachment 3: Itemized Budget and Justification
Total Year 3 (FY 2016/2017) Request - $129,306
Oakland University CDC REACH Sub-Recipient Budget
Organization Name:
Category
Oakland County Health Division
Personnel
Position Annual Total
salary FTE
Public Health Educator II (Kat Polmear
Total Personnel
$48,603 .916 I $44553
$44,553
$32,786
Total Fringe Benefits
Travel .
In-state Travel
$32,786
$1040
Out of State Travel
$0
Total Travel
Supplies
Office Supplies
Printing
Postage
Materials and Supplies
Total Supplies
$1,775
$20,000
$12,000
$5,500
$39,275
-Contractual
I $0
Total Contractual
Other.
Rent $0
Telephone Communications-1 year $336
Liability Insurance $250
Advertising $2,500
Training $0
Licenses and Permits $540
Computer-Information Technology $2,720
In-Direct Costs-11.91% on Salary & Wages $5306
Total Other $11,652
RAND TOTAL
$129,306
Salary and Wage Costs - $44,553
Public Health Educator II Kat Polmear — ($48,603 annual rate X 11 months through
August 2017). 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. This staff will lead communication activities associated
with all grant-related projects and will work with Trisha Zizunnbo, Health Education
Supervisor, to develop and coordinate communications activities for the Healthy
Pontiac, We Can! coalition. This includes development and design of all communication
activities, providing printing and mailing services, and developing, implementing, and
evaluating written communications plans, in collaboration with the Monitoring and
Communications Manager (Elizabeth Pare) at Oakland University. 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.
Fringe Benefits - $32,786
Public Health Educator FTE fringe benefits are calculated at 73.59% of salary.
Travel - $1,040
$540 ln-state travel - Mileage is estimated at 1000 miles per year (20 miles per week for
50 weeks) for the Health Educator, at a rate of .54 cents per mile. $500 In-state training
costs associated with any associated in state travel and conference that benefits staff.
Supplies - $39,275
Office Supplies-$1,775: $325 Personal Incidental - Cost of personal office supplies
incidental to staff activities. $1450 Misc. project supplies - Office supplies to produce
in-house marketing materials ($875 poster/plotter/foam core materials, $345
lamination/mounting supplies, $230 color ink).
Print Costs - $20,000: $15,000 Direct Mailers will be used promote, the Produce
Markets, bicycle safety, and physical activity events. Printing is estimated at $2,500 for
25,700 pieces (every Pontiac household), x 6 mailers for a total of $15,000. $5,000
General project printing — including promotional flyers, postcards, etc. for all projects
(produce markets, grocery stores and hospitals, schools, and bicycle safety brochures).
Postage — $12,000: $12,000 postage for direct mailers (2 for produce markets, 2 for
Sprout, one for bike safety, one for physical activity event). Estimated postage for
25,700 pieces is $2,000 X 6 mailings.
Materials and Supplies - $5,500
$2,000 Healthy Bites in Schools 2 additional schools will receive necessary equipment
and supplies to improve provision of healthy foods to students. Each site will receive
custom signage (banners, menu, posters, etc.) that promote healthy eating to students
on site, valued at approximately $1,000/site. $2500 Healthy Bites in Community
Settings (one or more convenience stores): $2,500 is allocated towards custom supplies
to enhance preparation, display, and sales of healthy food items and promotional
materials and educational signage in one or more convenience stores. $1,000
Bikeability event supplies: Healthy Pontiac, We Can! will support implementation of a
community-wide bike rally event to promote bikeability amenities in the community.
Other Categories - $11,652
Telephone Communications — $336. Cost of a telephone for the Public Health Educator
($28/month x 12 months).
Liability Insurance —$250. Cost of providing liability insurance.
Advertising-$2,500. Promote Healthy Pontiac, We Can! initiatives via online strategies
(social media advertisements, page boosts or another form of applicable advertising), as
well as through traditional advertising venues (newspapers, billboards, radio ads etc.) as
deemed necessary to support program implementation across all projects. Website
updates to communicate REACH grant initiatives.
Licenses and Permits: $540 — Site permits for healthy eating demonstration events
$54/permit X 10 total events.
Computer-Information Technology Charges — $2,720. Cost of providing a computer,
computer maintenance and connection to the county network. Annual charge is $2,720
per computer x 1 computer.
Indirect Costs - $5306
Calculated at a rate of 11.91% of salaries per current cost allocation plan. Per federal
OMB Circular No. A-87, Attachment E page 54 item 0.1.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.
Resolution #16281 October 26, 2016
Moved by Fleming supported by Bowman the resolutions (with fiscal notes attached) on the amended Consent
Agenda be adopted (with accompanying reports being accepted).
AYES: Dwyer, Fleming, Gershenson, Gosselin, Hoffman, Jackson, Kochenderfer, KowaII, Long,
McGillivray, Middleton, Quarles, Scott, Spisz, Taub, Weipert, Woodward, Zack, Bowman,
Crawford. (20)
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).
GERALD D. POISSON
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 October 26, 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 2e, day of October, 2016.
Lisa Brown, Oakland County