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HomeMy WebLinkAboutReports - 2023.09.14 - 40526 AGENDA ITEM: Approval of the Michigan Department of Health and Human Services - FY 2024 Children's Village Shelter Care DEPARTMENT: Public Services - Children's Village MEETING: Board of Commissioners DATE: Thursday, September 14, 2023 6:00 PM - Click to View Agenda ITEM SUMMARY SHEET COMMITTEE REPORT TO BOARD Resolution #2023-3270 Motion to approve the attached Interlocal Agreement between Oakland County and the Michigan Department of Health and Human Services effective October 1, 2023, to September 30, 2026 and authorize the Chair of the Board of Commissioners to execute the agreement. ITEM CATEGORY SPONSORED BY Contract Penny Luebs INTRODUCTION AND BACKGROUND The Oakland County Children’s Village provides shelter care services for neglected and abused youths. The Michigan Department of Health and Human Services (MDHHS) requires a contract in order for Oakland County Children’s Village to receive reimbursement for shelter care services provided to abused and neglected youths placed in shelter care. The MDHHS has issued a new contract, effective October 1, 2023, to September 30, 2026, with the option to extend for two years. The MDHHS will continue the per diem rate of $853.72. Corporation Counsel and Risk Management have reviewed and approved the contract. POLICY ANALYSIS A budget amendment is not required at this time. BUDGET AMENDMENT REQUIRED: No Committee members can contact Michael Andrews, Policy and Fiscal Analysis Supervisor at 248.425.5572 or andrewsmb@oakgov.com, or the department contact persons listed for additional information. CONTACT Heather Calcaterra, Manager Children's Village ITEM REVIEW TRACKING Aaron Snover, Board of Commissioners Created/Initiated - 9/14/2023 AGENDA DEADLINE: 09/14/2023 6:00 PM ATTACHMENTS 1. E. MA230000001090.pdf FINAL 8-29-23 COMMITTEE TRACKING 2023-09-05 Public Health & Safety - Recommend to Board 2023-09-14 Full Board - Adopt Motioned by: Commissioner Penny Luebs Seconded by: Commissioner Christine Long Yes: David Woodward, Michael Spisz, Penny Luebs, Karen Joliat, Kristen Nelson, Christine Long, Robert Hoffman, Philip Weipert, Gwen Markham, Angela Powell, Marcia Gershenson, Janet Jackson, William Miller III, Yolanda Smith Charles, Charles Cavell, Ajay Raman (16) No: None (0) Abstain: None (0) Absent: Brendan Johnson, Gary McGillivray, Michael Gingell (3) Passed Michigan Department of Health and Human Services Bureau of Grants and Purchasing (BGP) PO Box 30037, Lansing, MI 48909 Or 235 S. Grand Avenue, Suite 1201, Lansing, MI 48933 CONTRACT NUMBER:MA230000001090 Between MICHIGAN DEPARTMENT OF HEALTH AND HUMAN SERVICES And CONTRACTOR PRIMARY CONTACT EMAIL County of Oakland, A Michigan Constitutional Corp.Heather Calcaterra CalcaterraH@OakGov.com CONTRACTOR ADDRESS TELEPHONE 1200 N Telegraph Rd., Bldg. 34E., Pontiac, MI 48341 248-858-1164 STATE CONTACT NAME TELEPHONE EMAIL Contract Administrator Renee Gonzales 517-249-0111 gonzalesr@Michigan.gov BGP Analyst Bonnie Fineis 517-335-0932 fineisb@Michigan.gov CONTRACT SUMMARY SERVICE DESCRIPTION Shelter Foster Care (SHFC) GEOGRAPHIC AREA Statewide INITIAL TERM EFFECTIVE DATE*EXPIRATION DATE AVAILABLE OPTION YEARS 3 years October 1, 2023 September 30, 2026 2 MISCELLANEOUS INFORMATION ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $10,000,000.00 CONTRACT TYPE Per Diem *The effective date of this Contract will 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 Contract. The Contractor’s signature certifies that the Contractor is not an Iran linked business as defined in MCL 129.312. FOR THE CONTRACTOR:FOR THE STATE: County of Oakland, A Michigan Constitutional Corp. MICHIGAN DEPARTMENT OF HEALTH AND HUMAN SERVICES Contractor Signature of Director or Authorized Designee Signature of Director or Authorized Designee Print Name Print Name Date Date Contract Number:MA230000001090 PAGE 2 of 62 Rev. 10-2023 Anticipated Total Contract Value: $10,000,000.00 This Contract will be in effect from the date of Michigan Department of Health and Human Services (MDHHS) signature through September 30, 2026. No service will be provided and no costs to the state will be incurred before October 1, 2023, or the effective date of the Contract, whichever is later. Throughout this Contract, the date of MDHHS signature or October 1, 2023, whichever is later, shall be referred to as the begin date. At the discretion of MDHHS this Contract may be renewed by an amendment not less than 30 days before its expiration. This Contract may be renewed for up to two additional one-year periods. 1. PROGRAM REQUIREMENTS 1.1 Client Eligibility Criteria a. Eligible Clients Services provided by the Contractor under this Contract are limited to those children for whom MDHHS can legally provide care and services and for whom MDHHS makes a State payment, including those who are Title IV-E eligible. County child-care funded children referred to MDHHS for care and supervision by probate court but for whom MDHHS may have no legal responsibility to make a payment are also eligible children. b. Determination of Eligibility MDHHS shall determine the children and families' eligibility and document this in the Michigan Statewide Automated Child Welfare Information System (MiSACWIS) or the Comprehensive Child Welfare Information System (CCWIS). 1.2 Referrals a. Referrals 1). MDHHS shall be responsible for determination of client eligibility for funding. 2). The Regional Placement Unit (RPU) shall provide to the Contractor referral material which complies with this Contract. Emergency placements may occur during non-business hours ONLY with the approval of Business Service Center (BSC) 5 Deputy Director or the RPU Director. Contract Number:MA230000001090 PAGE 3 of 62 Rev. 10-2023 3). MDHHS shall not transfer legal responsibility for any child to the Contractor except as provided herein. b. Referral Packet At the time of referral, the RPU shall provide the Contractor with a referral packet (every attempt will be made to include all items) which shall include: 1) A copy of the commitment order or placement and care order from the court, or appropriate documentation of authorization from the local law enforcement agency. MDHHS shall not refer a child for placement prior to a fully executed Individual Service Contract (DHS-3600). In event of an emergency placement, the DHS- 3600 shall be fully executed no later than the first business day following placement. 2) A MiHealth card or the Medicaid recipient identification number, if the child is active for Medicaid and the MiHealth card is not available. If the child is to be enrolled in Medicaid, MDHHS shall provide a copy of the Medicaid recipient ID number to the Contractor as soon as it is issued or the status of the Medicaid ID number application. 3) Child’s behavioral history including incidences of aggression, prior hospitalizations, etc. 4) Child’s placement history. c. Within 10 business days of a child’s placement, the referring primary caseworker/agency shall provide the following: 1) A photocopy of the birth verification or copy of the request for verification. MDHHS shall immediately forward a copy of the birth verification upon receipt. 2) A photocopy of the Social Security Card or verification provided by MDHHS identifying the child’s Social Security Number. 3) A copy of the Medical Passport (DHS-221). 4) If available, a copy of the Youth Health and Dental Record or other documentation of physical and dental examination(s) within the past 12 months and history including immunization record. 5) Court studies and reports, when available. 6) Copies of all psychological/psychiatric reports, evaluations, assessments, medication monitoring visits related to mental health care. Contract Number:MA230000001090 PAGE 4 of 62 Rev. 10-2023 7) Child’s behavioral history including incidences of aggression, prior hospitalizations, etc. 8) Trauma assessments. 9) Psychological assessments are not to be routinely required for intake decision- making. If the Contractor requests a psychological evaluation and the local MDHHS office agrees that a psychological evaluation is appropriate, the local MDHHS office shall arrange and pay for the evaluation within the allowable payment maximum. If the local MDHHS office does not agree that an evaluation is necessary, the Contractor is responsible for arranging the evaluation. The cost of the evaluation may be billed to the child’s medical insurance provider if the service is covered, if not the costs are covered by the per diem reimbursement rate. 10)Copies of current Psychotropic Medication Consent (DHS-1643) for current prescriptions. (See FOM 802-1). The referring MDHHS/PAFC caseworker shall coordinate with the attending medical provider to ensure the child has a minimum of a 14-day supply of prescribed medications AND a prescription for all current medications, OR a 30-day supply of all medications. 11)Copy of the Child Protective Services Transfer Summary as specified in the FOM 722-01. 12)Educational reports, when available. 13)Exception request approval from DCWL for the placement of an adjudicated delinquent child in an abuse/neglect program. Court order required for the specific contracted abuse/neglect program. When a child is discharged from the shelter the Contractor is not required to continue efforts to obtain any items not obtained above prior to discharge. 1.3 Admission Criteria The emergency shelter program is available to males/females ages 0 through 17; who are unable to be placed in a family foster home and need temporary placement due to at least one of the following factors: a. Presents at removal significant behavioral challenges or other complex factors requiring a comprehensive assessment to either reunify or select an out-of-home placement. b. Currently be on a waiting list for a long-term residential program. c. Be in the process of stepping down from hospitalization. Contract Number:MA230000001090 PAGE 5 of 62 Rev. 10-2023 d. Have a documented severe score on the Mental Health and Well-Being item on the Child Assessment of Needs and Strengths within the past 90 days and have repeated placement instability and a more thorough assessment is needed to either reunify or make a stable next placement. The Contractor must accept all children referred by the Department when a placement bed is available 24 hours per day, 7 days per week, 365 days a year. The Contractor shall not reject or eject any eligible child referred for placement by RPU. The Contractor may request an objection to a referral, and provide circumstances for the placement objection, but the final decision for placement will rest with the RPU. The Contractor must provide a detailed explanation to the RPU if safety or appropriate concerns exist that prevents the Contractor from admitting the youth. If the Contractor rejects or ejects any agreed upon placement by RPU, the Contractor will forego the guaranteed bed payment for the month they reject or eject any youth placement requests when their census is eight or less. 1.4 Service Planning and Delivery a. MDHHS shall cooperate with the Contractor in completing the DHS-3600 and developing a service plan for the child and family. MDHHS shall ensure the Contractor receives the DHS-3600 at the time of the child’s admission. In event of an emergency placement, the DHS-3600 shall be completed and signed no later than the first business day following placement. b. The primary caseworker/agency shall have weekly contact (phone, e-mail or face- to-face) with the Contractor to provide status updates regarding achievement of the discharge plan. c. The primary caseworker/agency shall review and approve or request modification of the Contractor's initial and updated case plans submitted by the Contractor. d. The primary caseworker/agency shall provide the Contractor a copy of the Foster Care Payment Authorization (DHS-626-YA) at the time of placement for all State paid placements. e. The primary caseworker/agency shall assure that the child has a basic wardrobe, as defined, and documented by the DHS-3377 upon entering the Contractor's care. f. The RPU responsible for placement, except in emergencies or when constrained by a court order or parental demand, shall give at least 14 calendar days notification to the Contractor of any discharge decision made without the Contractor's concurrence. Contract Number:MA230000001090 PAGE 6 of 62 Rev. 10-2023 g. The primary caseworker/agency shall visit the child weekly face-to-face until discharge. The first visit shall occur within five business days of placement. The caseworker’s visit includes observing the child’s daily living and sleeping areas (FOM-722-06H, Caseworker Contacts). The Contractor shall allow the primary caseworker/agency provider responsible for placement to meet in private with the child during a portion of each visit. h. The Contractor shall allow the assigned primary caseworker/agency, or another staff designated by the primary caseworker/agency to visit the child face-to-face upon request and shall provide a place for them to meet privately, if requested. i. If the primary caseworker/agency does not meet the responsibilities outlined in this Contract, the Contractor shall notify the local MDHHS office County Director responsible for child welfare case management. If the dispute is not resolved, the Contractor is to contact the MDHHS Business Service Center (BSC) Director. 1.5 Legal or Court Related MDHHS shall not transfer legal responsibility for any child to the Contractor except as provided herein. MDHHS shall involve the Contractor, to the extent allowed by law, in matters relating to any legal or court activities concerning the child while in the Contractor's care. The Contractor shall ensure all directives and services ordered by the court are completed to the satisfaction of the court within the timeframes ordered. 2. CONTRACTOR RESPONSIBILITIES 2.1 Email Address The Contractor authorizes MDHHS to use the contact information below to send Contract related communications. The Contractor shall provide MDHHS with updated contact information if it changes. Contact email address: CalcaterraH@OakGov.com 2.2 Requests for Information The Contractor may be required to meet and communicate with MDHHS representatives and from time to time MDHHS may require that the Contractor create reports or fulfill requests for information as necessary to fulfill the MDHHS’ obligations under statute and/or Dwayne B. v. Whitmer, et al., 2:06-cv-13548, herein referred to as the Modified Implementation, Sustainability, and Exit Plan (MISEP). Contract Number:MA230000001090 PAGE 7 of 62 Rev. 10-2023 2.3 Geographic Area The Contractor shall provide all services described herein in the following geographic area: Statewide 2.4 Licensing Requirements and Number of Children in Care The MDHHS Division of Child Welfare Licensing (DCWL) is the licensing agency for Child Caring Institutions (CCI). A license is issued to a certain person or organization at a specific location, is non-transferable, and remains the property of the Department. Therefore, an institution must be established at a specific location. The Contractor shall ensure that, for the duration of this Contract, it shall maintain a license for those program areas and services that are provided for in this Contract. If the Contractor fails to comply with this section, MDHHS may terminate this Contract for default. The Contractor is licensed to provide service under this Contract under the following license number: CE630201059 At no time shall the number of children in care exceed the licensed capacity of the facility specified in the Contractor’s license. On no day during this Contract period, shall there be more than ten children in placement for whom MDHHS has the responsibility to make a State payment. MDHHS does not guarantee any minimum number of referrals or children in care at any point in time. If the Contractor is able to admit more than the contracted number of children (but not more than the licensed capacity), a Bed Capacity Exception must be obtained by the primary caseworker/agency through DCWL prior to placement. 2.5 Location of Facilities The Contractor shall provide services described herein at the following location(s): 1200 N. Telegraph, Pontiac, MI 48341 2.6 Program Name, Statement and Focus Program Name: Mandy's Place a. The focus of the shelter program is to: 1) Provide a safe residential environment for children who have been removed from their home and do not otherwise have an appropriate family foster care placement available. Contract Number:MA230000001090 PAGE 8 of 62 Rev. 10-2023 b. This program is available for thirty days or less unless an exception is made in writing by the MDHHS County Director or designee. An exception to this limitation may be made for: 1) Children who have an identified and approved placement, but the placement is not available within 30 days of the child’s entry to an emergency or temporary facility. 2) Children whose behavior has changed so significantly that the County Director or his/her manager designee has certified that a temporary placement for the purposes of assessment is critical for the determination of an appropriate foster placement. c. The Contractor shall provide MDHHS with copies of its program statement for the program covered under this Contract. The program statement shall comply with the requirements of MDHHS DCWL standards specific to the license listed in Section 2.4 and with all federal laws related to the mixing of abuse/neglect and juvenile justice programs. The Contractor shall inform MDHHS of any changes made to the program statement at any point during the term of this Contract and provide copies of the new statement to MDHHS. 2.7 Provider Numbers MiSACWIS/CCWIS Provider Number: 10400607 Bridges Provider Number: 6358407 2.8 Credentials The Contractor shall ensure that all staff performing functions under this Contract, including contractor employees, volunteers and/or subcontractors, are appropriately screened, credentialed, and trained. Additional staff requirements are identified in Section 2.10, d. of this Contract. 2.9 Compliance Requirements a. The Contractor shall comply with all applicable MDHHS policy Children’s Foster Care Manual (FOM) and MDHHS policy amendments, including interim policy bulletins. b. Throughout the term of this Contract, the Contractor shall ensure that it provides all applicable MDHHS policy and MDHHS policy amendments (including interim policy bulletins) and applicable Administrative Codes to social service staff. The Contractor shall ensure that social service staff complies with all applicable requirements. Contract Number:MA230000001090 PAGE 9 of 62 Rev. 10-2023 MDHHS policies, amendments, and policy bulletins, are published on the following internet link: https://dhhs.michigan.gov/olmweb/ex/html/. Administrative Codes are published at on the following internet link: https://ars.apps.lara.state.mi.us/AdminCode/DeptBureauAdminCode?Depar tment=Health%20and%20Human%20Services&Bureau=All c. The Michigan Department of Health and Human Services will not discriminate against any individual or group because of race, sex, religion, age, national origin, color, height, weight, marital status, gender identification or expression, sexual orientation, partisan considerations, or a disability or genetic information that is unrelated to a beneficiary’s eligibility or a person’s ability to perform the duties of a particular job. The statement is supported by MDHHS policy bulletins APB 2020-013/APB 2020-20, Elliott-Larsen Civil Rights Act (ELCRA) and Executive Directive 2019-09. The policy and directive highlight staff and affiliates expectation of being proactive in identifying and eliminating barriers to our customers specific needs, ensuring there is no inequitable impact on any individual or group, so we may all achieve our highest potential. The above statement applies to all MDHHS supervised children, and to all licensed and unlicensed caregivers and families and/or relatives that could potentially provide care or are currently providing care for MDHHS supervised children, including MDHHS supervised children receiving services in a MDHHS contracted residential program. d. The Contractor shall provide services within the framework of Michigan’s Child Welfare Practice Model, MiTEAM. The Contractor shall utilize the skills of engagement, assessment, teaming and mentoring in partnering and building trust-based relationships with families and children by exhibiting empathy, professionalism, genuineness, and respect. Treatment planning shall be from the family-driven, youth guided perspective and clearly articulated with all relevant members of the treatment team. e. The Contractor shall comply with the following provisions of 2015 PA 53. Specifically, once a Contractor accepts a referral from MDHHS, by doing either of the following: 1) Submitting to MDHHS a written Contract to perform the services related to the particular child or particular individuals that the Department referred to the Contractor; or 2) Engaging in any other activity that results in the MDHHS being obligated to pay the Contractor for the services related to the particular child or particular individuals that the Department referred to the Contractor. Contract Number:MA230000001090 PAGE 10 of 62 Rev. 10-2023 The Contractor acknowledges that it has waived any legal protections under MCL 722.124e, MCL 722.124f, and/or MCL 710.23g to decline to provide any services that conflict with, or under circumstances that conflict with, the child placing agency’s sincerely held religious beliefs unless those beliefs are contained in a written policy, statement of faith, or other document adhered to by the child placing agency. f. The Contractor shall ensure compliance with all applicable provisions and requirements of the Dwayne B. v. Whitmer, et al., 2:06-cv-13548, Modified Implementation, Sustainability, and Exit Plan (MISEP). g. A lack of MDHHS conducting contract performance monitoring and evaluation or failure of MDHHS to bring to the attention of the Contractor, a lack of compliance in fulfilling its obligations under this Contract, does not relieve the Contractor from its past, current, or future obligations, nor penalty for failure to comply with this contract. Additional Compliance Provisions The contractor shall also comply with the provisions of: 1) 1984 Public Act, 114, as amended being M.C.L. 3.711 et seq., Interstate Compact on the Placement of Children. 2) 1975 Public Act 238, as amended, being M.C.L. 722.621 et seq., Child Protection Law. 3) 1982 Public Act 162, as amended, being M.C.L. 450.2101 et seq., Michigan Nonprofit Corporation Act. 4) 1994 Public Act 204, as amended, being M.C.L. 722.921 et seq., Michigan Children's Ombudsman Act. 5) 1973 Public Act 116, as amended, being M.C.L. 722.111 et seq., Michigan Child Care Organization Act. 6) 1939 Public Act 288, Chapter X, being M.C.L. 710.1 et seq., Michigan Adoption Code. 7) 1984 Public Act 203, as amended, being M.C.L. 722.951 et seq., Michigan Foster Care and Adoption Services Act. 8) The Social Security Act as amended by the Multiethnic Placement Act of 1994 (MEPA); Public Law 103-382, and as amended by Section 1808 of the Small Business Job Protection, the Interethnic Adoption Provision (IEAP). 9) The Indian Child Welfare Act (ICWA); Public Law 95-608 being 25 U.S.C. 1901 et seq. 10) 1976 Public Act 453, as amended, being M.C.L 37.2101 et seq., Elliott-Larsen Civil Rights Act. 11) Fostering Connections to Success Act of 2008 12) Preventing Sex Trafficking and Strengthening Families Act, Federal PL113- 183 13) Social Security Act, 42 USC 671(a)(20) Contract Number:MA230000001090 PAGE 11 of 62 Rev. 10-2023 14) 2017 Public Acts 246 through 255, Michigan Opioid Laws 15) The Michigan Indian Family Preservation Act (MFPA), 2012 PA 565. 16) Rehabilitation Act of 1973, Section 504 Protecting Students with Disabilities 17) Free Appropriate Public Education (FAPE) as per the Rehabilitation Act of 1973 18) Individuals with Disabilities Act (IDEA) 2.10 Services to be Provided Services provided under this Contract shall be trauma informed, evidence-based, evidence-informed and based on best practices to effect optimal outcomes. Services must be delivered according to each child’s assessed needs with interventions aligned with the identified needs and desirable outcomes. Resources for evidence- based interventions and practices can be found at: •Building Bridges Initiative (BBI); www.buildingbridges4youth.org •American Academy of Pediatrics; http://www2.aap.org/commpeds/dochs/mentalhealth/KeyResources.html •SAMHSA’s National Registry of Evidence-based Programs and Practices; www.samhsa.gov/ebp-resource-center •California Evidence-Based Clearinghouse for Child Welfare; http://www.cebc4cw.org •The National Child Traumatic Stress Network; www.NCTSN.org •American Academy of Child and Adolescent Psychiatry (AACAP); www.aacap.org. •Washington State Institute for Public Policy; http://www.wsipp.wa.gov/BenefitCost?topicId=1 The Contractor must incorporate normalcy activities into residential programing such as activities that a child(ren)/family in a community setting would have the ability to participate in. These activities must comply with the Reasonable and Prudent Parent Standard to help child(ren) and families develop skills essential for positive development. The Reasonable and Prudent Parent Standard is characterized by careful and sensible parental decisions that maintain a child(ren)’s health, safety, and best interests while at the same time encouraging the child(ren)’s emotional and developmental growth. The contractor must use the standard when determining whether to allow a child(ren) in foster care including those participating in residential intervention to participate in extracurricular, enrichment, cultural, and social activities. The Contractor must reference DHS-5331 to assist in determining the appropriate level of approval for such activities. a. Residential Care Contract Number:MA230000001090 PAGE 12 of 62 Rev. 10-2023 The Contractor shall ensure that each child in its care shall be provided with the elements of residential care outlined in the MDHHS DCWL Child Caring Institution standards specific to the license listed in Section 2.4 of this Contract. b. Standardized Assessment Tools The Contractor shall utilize the following assessment tools to assess the child’s overall progress in functioning while in the program: 1) Child Assessment of Needs and Strengths (CANS) or Child and Adolescent Needs and Strengths (CANS), or Child and Adolescent Functional Assessment Scale (CAFAS), and 2) Casey Life Skills Assessment or Daniel Memorial Assessment (For children 14 years of age and older) The Contractor shall administer the assessment tools within 14 calendar days of admission. Throughout the term of this Contract the Contractor shall maintain the capability to provide services 24 hours a day, 365 days a year as specified in the treatment plan for each child and his/her family accepted for care. The range of services specified below establishes a range and number of services to be provided. Services provided to each child shall be individually determined based on the CANS/CANS/CAFAS, and Casey Life Skills Assessment/Daniel Memorial Assessment, and shall be documented in the child’s assessment. c. Referral and Intake Process 1) Referral Packet At the time of referral, RPU/Case Worker shall provide the contractor with a complete referral packet as outlined in Section 1.2 of this Contract. 2) Referral a) The Contractor shall accept and act on referrals from RPU upon receipt of a referral. The RPU shall not be required to complete application or other Contractor forms for inclusion in the agency case record or agency files or for any other purpose. b) The Contractor shall not accept a child for placement prior to a fully executed Individual Service Contract (DHS-3600). In event of an emergency placement, the DHS-3600 shall be fully executed no later than the first business day following placement. Contract Number:MA230000001090 PAGE 13 of 62 Rev. 10-2023 3) Intake a) The Contractor and the assigned primary caseworker/agency shall meet at the time of placement to share information which will assist in the care and supervision of the child. If the placement occurs after normal business hours, the meeting shall take place within the next business day. b) The Contractor shall complete a DHS-3377 and document all of the personal belongings that a child has at placement. c) The Contractor shall develop a comprehensive preliminary assessment within seven calendar days of admission. The plan shall include: i. A comprehensive assessment of the child’s physical/mental health needs ii. An assessment of the child’s immediate and specific needs & diagnosis iii. Identify long-term service needs for the youth and document them in the treatment plan. iv. The specific services to be provided by the contractor and other resources to meet the identified needs. v. Goals, outcomes, and timeframes for achievement vi. Placement recommendation vii. Barriers to achievement of the recommended placement and plans to eliminate barriers. d) The Contractor shall develop an assessment-based plan within 15 calendar days of placement, and every 15 calendar days thereafter. e) The service plans shall include: i. Placement recommendation. ii. Barriers to achievement of the recommended placement and plans to eliminate barriers. iii. Identified long-term service needs. iv. The Contractor must submit the service plans, treatment plans, and any assessments that were completed for that reporting period, to the primary caseworker. v. The Contractor shall ensure that licensed clinical personnel (master’s level social worker, master’s level counselor, licensed psychiatrist, and/or psychologist) conduct a bio-psychosocial evaluation, or review a recent bio-psychosocial evaluation (within the past year) that includes: a) A psychiatric history, as necessary b) Social history Contract Number:MA230000001090 PAGE 14 of 62 Rev. 10-2023 c) A mental status examination d) A trauma assessment e) Intelligence and projective tests, if necessary f) A behavioral appraisal g) Family, environmental, cultural, and religious or spiritual preferences h) Behaviors that necessitated a more restrictive placement setting for the child i) Reviewing previous psychotherapeutic and psychiatric assessments and treatment j) An updated assessment of the child’s specific needs & diagnosis. k) Placement recommendations l) Recommended service to meet the child’s identified needs. d. Staffing The Contractor must provide sufficient staff who are trained to provide and consistently demonstrate effective child(ren) engagement that encourages child(ren) to be empowered, educated, and given a decision-making role in the care of their own lives while creating a safe environment to adequately fulfill the terms of this Contract. 1) Diversity, Equity and Inclusion The Contractor will recruit and employ a diverse staff reflective of the Contractor’s client population. 2) Child Care Services Childcare services are defined as those activities necessary to meet the daily physical, social and emotional needs of the child. Specific direct care staffing ratios are defined within. The Contractor shall assure the availability of on-call Contractor support staff or contracted staff for emergency assistance within 10 minutes of identified need. 3) Staff Education and Experience Qualifications: a) All program staff must possess the minimum qualifications prior to working with the child(ren) outlined in Child Caring Institution Administrative Rules and FOM 912. b) Therapy services shall be provided by one of the following: i. Licensed Master's Level Social Worker. ii. Licensed Master's Level Counselor. iii. Limited License Master's Level Psychologist. iv. Licensed Psychologist, PhD. Contract Number:MA230000001090 PAGE 15 of 62 Rev. 10-2023 v. Limited License Master's Level Counselor or Limited License Masters Level Social Worker under the supervision of a Licensed Counselor or a Licensed Masters Level Social Worker. vi. Licensed Psychologist, PhD, or Psychiatrist. vii. Psychiatrist trained to work with child(ren) and families: Board Certified in Child/Adolescent Psychiatry is preferred. If therapy services are subcontracted, the Contract must ensure the subcontracted provider has the appropriate credentials outlined in this Contract in addition to training, experience and a conceptual approach to child(ren) and families consistent with the intent of this contracted service. 4) Staff Training Requirements The Contractor must choose a training practice model that fully operationalizes the values of family-driven, youth-guided, trauma-informed, permanency, strong involvement with the home communities, and culturally and linguistically competent care. The training model must have an urgent focus on permanency practices and engaging and working with families in their homes and communities towards successful and sustained reunification. The Contractor must provide 50 hours of training during a new hire’s first year of employment. The Contractor must provide a minimum of 40 hours within the first 30 calendar days of employment. Sixteen of the 40 hours must occur prior to direct care staff having contact with children. The remaining hours must be completed prior to the end of the first year of employment. a) Orientation must include topics identified in R400.4128, as well as the Child Protection Law, Mandated Reporting Requirements, Family/Child/Youth Engagement, interpersonal-communication, appropriate discipline, crisis intervention, effects of trauma, secondary trauma, MiTEAM Case Practice Model Overview, youth handling and de-escalation techniques and basic group dynamics. b) A minimum of 25 hours per year of staff development training must be provided to direct care staff following the first year of employment. c) All program staff must be provided with training on the topic of engaging youth and family to ensure ongoing development and support of knowledge and skills in this area. This does not have to be accomplished solely through traditional classroom or online training methods. Contract Number:MA230000001090 PAGE 16 of 62 Rev. 10-2023 d) All program staff must be provided with trauma-focused program training to maintain a trauma-informed milieu and treatment environment. Trauma- focused programming must be based on an evidence-based, evidence- informed, or promising practice treatment model. e) Based on the assessment of a staff persons identified training needs, annual training topics must be selected from, but not limited to, the areas identified in licensing rule R400.4128 and FOM 912 f) All program staff must be trained to serve as a role model to the child(ren) for appropriate social skills, prioritizing needs, negotiation skills, accessing local resources, hygiene and grooming preparation, food preparation and anger management. 5) Staffing Ratio The Contractor shall: a) Provide a minimum of one on-duty direct childcare staff for every two children during waking hours. The Contractor is not required to provide the identified staffing ratio during school hours. b) Maintain a minimum of one on-duty direct childcare staff for every eight children during sleeping hours. All the staff shall be awake during this period. Room checks must be conducted at variable intervals of no more than every 15 minutes between checks during sleeping hours. If the child poses a threat to self or others, the Contractor may be approved to provide 1:1 staffing ratio. The approval for 1:1 staffing must be requested in writing on agency letterhead and emailed to the DHHS Local Office and DCWL Analyst. The emailed request must be secured and encrypted to protect the child’s personal information. e. Reporting The Contractor shall develop and submit to RPU and the primary caseworker/agency responsible for placement: all case summaries, incident reports, arrests, death notifications and other reports as required in the Children’s Foster Care Manual (FOM) and the MDHHS DCWL standards specific to the Contractor’s license specified in Section 2.4 of this Contract. The Contractor shall submit all RPU items to MDHHS-Regional-Placement-Unit@michigan.gov. The Contractor shall submit the preliminary assessment to RPU at the MDHHS- Regional-Placement-Unit@michigan.gov and the responsible primary Contract Number:MA230000001090 PAGE 17 of 62 Rev. 10-2023 caseworker/agency within 14 calendar days of placement and any applicable updates every 7 days thereafter. The Contractor shall provide the RPU with a current census and bed availability report to MDHHS-Regional-Placement-Unit@michigan.gov daily. f. Restraint and Seclusion The use of Positive Peer Culture, peer-on-peer restraint or any form of corporal punishment is prohibited by the Contractor. The Contractor shall promote cultures of care that are family-driven, youth-guided, trauma informed and responsive, and culturally and linguistically competent. The Contractor shall report the use of seclusion/isolation and restraint within 24 hours (or the next business day) of the use of seclusion/isolation or restraint. The Contractor will utilize the Incident Reporting Form in MiSACWIS/CCWIS to record all incidents of seclusion/isolation and restraint. g. Transition and Discharge Planning Transition and discharge planning shall begin at the time of admission. The Contractor shall develop a transition/discharge plan in collaboration with the child, parent or guardian, agency with placement responsibility, foster parents, relative caregiver, and Lawyer Guardian ad Litem (LGAL) during the initial and subsequent Family Team Meeting to be held, within seven calendar days of admission. The child’s transition/discharge plan shall include: 1) A projected date for discharge. 2) The level of care projected to be needed at discharge. 3) Long-term clinical service needs identified through assessments for the youth. 4) Transfer of information (e.g., medical records, mental health records, etc.). 5) A planned contact schedule, to prepare the family/caregiver(s) for a well- supported discharge placement. The Contractors shall provide the following for a child whose placement recommendation is residential: 1) Child-specific information and provide all required documentation for a child whose placement recommendation is residential. 2) Notification to the local MDHHS County Office or RPU staff and assigned caseworker of pre-placement interviews held at the facility. 3) Will work with the case worker to ensure transportation and coordinate transportation for the child to pre-placement interviews held off site if requested by the primary caseworker/agency and RPU responsible for placement. Contract Number:MA230000001090 PAGE 18 of 62 Rev. 10-2023 h. Family Team Meetings Family Team Meetings are an essential component of MiTEAM and serve as the primary forum for collaborative case planning for the child and family. The overall goals of the Family Team Meetings are used to plan and review for the child ensuring the child receives an appropriate array and quantity of services necessary to stabilize him/her clinically and behaviorally and to prepare him/her to succeed in less restrictive community-based settings after discharge. Upon admission, the Contractor shall coordinate with the primary caseworker/agency responsible for placement, the family, and the child to identify members of the child’s team for ongoing participation in case planning Family Team Meetings facilitated by primary caseworker/agency. The Contractor shall incorporate relevant planning goals/action steps regarding the child(ren) from previous Family Team Meetings into the Contractor developed initial case plan due 15 days from admission. The Contractor and child(ren) shall participate in quarterly Case Planning Family Team Meetings facilitated by the assigned primary caseworker/agency, and align Contractor developed quarterly case plans with Family Team Meeting/Parent Agency Treatment plans. For child(ren) who are developmentally appropriate to participate in a Family Team Meeting, the Contractor shall facilitate a Pre-Meeting Discussion with the child at least 24 hours prior to the Family Team Meeting. The Contractor shall participate with the child(ren) in person or via phone conference at all Case Planning/Case Plan Reassessment Family Team Meeting. The Contractor shall work with the child, family, treatment team, primary caseworker/agency and local CMH provider to assist the child in developing ties to his/her community and other non-family resources. These ties provide assistance and connections with caregivers to help meet the child’s relationship needs. i. Legal or Court Related The Contractor shall cooperate with the primary caseworker/agency of the child in matters relating to any legal or court activities concerning the child. These activities may include, but are not limited to: 1) Transportation of the child to and from court hearings. 2) Supervision of the child during transport or while present at the hearing. 3) Court testimony, recommendations, and reports to the court as requested by the court. If court reports and recommendations are requested, the Contractor shall send the reports/recommendations to the primary caseworker/agency for review three business days prior to the court hearing. j. Absent Without Legal Permission Contract Number:MA230000001090 PAGE 19 of 62 Rev. 10-2023 The Contractor shall have a clearly defined process for determining when a child is AWOLP from the placement. The process shall delineate how the facility and grounds are searched, what personnel will be involved in the search, and how the determination will be made that the child is AWOLP from the placement. Once determined that a child is AWOLP from the placement, the Contractor shall: 1)Immediately notify law enforcement agencies that the child under their care has failed to return at the expected time. 2)Immediately file a missing person report with law enforcement. 3)Immediately notify the local office the primary caseworker/agency and RPU responsible for placement of the child's AWOLP status. The Contractor and primary caseworker/agency are expected to discuss the factors that led to the child(ren) leaving placement, the plan to alleviate these factors, and the activities of the child(ren) while AWOLP, including if the child(ren) was a victim of trafficking so that appropriate services and treatment can be implemented. It is imperative that the Contractor and primary caseworker/agency communicate regarding any service needs subsequent to an AWOLP child(ren) being trafficked consistent with SRM 300 Human Trafficking of Children and the MDHHS Human Trafficking of Children Protocol. k. Independent Living Preparation Independent Living preparation is defined as a comprehensive and coordinated set of activities that will assist children aged 14 and older in preparing for a state of independence or providing care of oneself socially, economically, and psychologically. The Contractor shall support the child’s independent living plan as outlined in the child’s case plan including any independent living preparation skills including, but not limited to budgeting and money management; employment seeking skills; communication skills; relationship building; establishing health and hygiene routines; household maintenance and upkeep; educational assistance; preventive health services; parenting skills and accessing community services. l. Clinical Case Management and Day to Day Crisis Counseling The Contractor shall provide clinical case management and day-to-day crisis counseling for each child. Services must include weekly individual therapy supplemented with group therapy and psychiatric services as needed. The Contractor shall provide psychiatric services as needed and determined by the child’s treatment plan. Contract Number:MA230000001090 PAGE 20 of 62 Rev. 10-2023 The Contractor shall facilitate continuation of mental and/or behavioral services the child is participating in at the time of admission through telehealth or other methods whenever possible. The Contractor must take the following actions if a youth has attempted suicide or has known suicidal ideation: 1) A conversation between the program nurse, clinical staff and prescribing clinician must occur within 24 hours if a youth has attempted suicide or has expressed active suicidal ideation. The conversation shall include discussion about the youth’s diagnosis, current status, ongoing safety planning and need for changes in treatment or further evaluation for psychiatric hospitalization. 2) The youth must be seen at the next scheduled clinic time if they are not admitted for inpatient care. 3) If the youth is admitted for inpatient psychiatric care, the youth must be seen within seven business days of inpatient psychiatric services discharge. m. Inclusion and Involvement of Parents, Other Family Members or Caregivers: Families (including incarcerated parents) and placement caregiver(s) shall be included as extensively as possible from the beginning of the admission process through discharge whenever it is in the best interest of the child. Families and caregiver(s) shall be supported and involved in all aspects of the child’s planning. All services shall be provided in a manner that ensures children, families and placement caregiver(s) receive comprehensive, culturally competent interventions. The Contractor shall, in accordance with each child's individual plan: 1) Include the family (birth, relative, identified adult support or permanent caregiver) in the development of the initial and updated plans and specifically document the family’s involvement in the plan and permanency goal. 2) Provide routine transportation and flexible hours to accommodate the family’s time schedule to facilitate the family’s accomplishment of the treatment goals. Routine transportation is defined as any travel, including travel for family visitation, required by the child or family for treatment purposes which occurs in the Contractor’s geographic area to be served, that may not reasonably be provided by the parents or other funding source. The Contractor shall coordinate/collaborate with the primary caseworker/agency to resolve transportation barriers. Contract Number:MA230000001090 PAGE 21 of 62 Rev. 10-2023 3) Describe the agency’s plan to reduce the barrier of distance of a family to the agency to ensure ongoing family contact as outlined in the FOM 722-06I, Maintaining Connections Through Visitation and Contact. 4) Actively facilitate and supervise parental visits as outlined in the FOM 722-06I, Maintaining Connections Through Visitation and Contact. The Contractor shall maintain for each child a record of parental visits including dates, times, lengths of visit, and any other significant information. 5) Provide an identifiable area for family visits which offer privacy and comfort. 6) In collaboration with the agency responsible for placement, allow for regular sibling visitation and other required sibling interaction as outlined in the FOM and provide supported intervention, based on the child’s treatment needs, to encourage and strengthen sibling relationships. 7) Arrange for the child to make immediate phone contact (within two hours of placement) with his parents and/or siblings whenever reasonably possible. 8) Not withhold family contact (in any form) as a method of discipline. n. Religion and Cultural The Contractor shall respect the religious preference of the child and his/her parent(s) or legal guardian. The Contractor shall ensure each child is afforded opportunities to attend religious services or activities in his/her religious faith of choice. The Contractor shall arrange for or ensure reasonable means are provided for transportation of a child to services or activities on or off site. Safety of the child must always be a priority concern when transporting and supervising children. The Contractor shall not require or coerce a child to participate in religious services or activities, shall not discipline, discriminate against, or deny privileges to any child who chooses not to participate. The Contractor shall recognize and take into consideration the racial, cultural, ethnic, and religious backgrounds of a child when planning various activities or religious activities. o. Education The Contractor shall ensure every child is provided with appropriate educational services. Those services shall be provided in accordance with the requirements set forth in the FOM, and MDHHS DCWL standards for the license specified in Section 2.4 of this Contract, and as detailed in the Modified Implementation, Sustainability, and Exit Plan. Contract Number:MA230000001090 PAGE 22 of 62 Rev. 10-2023 In addition, the Contractor shall: 1) Collaborate with the child’s identified school to screen for possible educational disabilities; and if a disability is suspected, refer the child for an Individual Education Program Team (IEPT) evaluation within the first five calendar days of placement to assess, plan and place the child in the most appropriate educational/vocational program. 2) Request prior educational assessments within five calendar days of placement to assist in assessing the current educational needs. Documentation of diligence in requesting records must be included in the child’s file. 3) Assure that program staff are available to the school staff in crisis situations to assist in managing the crisis or to call for assistance. 4) Provide or arrange structured educational and/or vocational activities for children suspended from or expelled from school, or who have passed their General Education Development (GED) test, (i.e., structured homework time, additional reading or writing activities, online educational programming, independent study assignments and independent living skills). 5) Take an active role in monitoring and maintaining school progress for children. Interventions may include, but are not limited to, obtaining school assignments, monitoring completion of homework, capturing and reporting grades and test scores when and where available, and additional tutoring. 6) Provide tutorial services to a child, as necessary, based on the child’s Individualized Education Plan (IEP) or treatment plan. Tutorial staff must have appropriate educational credentials to provide tutorial services. Appropriate educational credentials are determined by the Contractors Permanency/Educational Specialist. Tutorial services must not be a substitute for special education and related services. 7) Provide advocacy and service planning for children that are expelled or suspended including actively engaging the youth’s family in the advocacy and planning process. 8) Follow Michigan’s Department of Education rules and requirements if operating a school on grounds. 9) Provide transportation to and from the child’s identified school if public school transportation is not available. 10)Whenever possible, maintain enrollment in the child(ren)’s school of origin. 11)Forward the above education reports to the primary caseworker/agency and RPU within five (5) working days of completion. p. Medical and Dental Care The Contractor shall assure that children receive routine and non-routine medical and dental care as required in the FOM 801, Health Services for Foster Children and the MDHHS DCWL standards for the license specified in Section 2.4 of this Contract and as detailed in the Implementation, Sustainability, and Exit Plan. The Contractor shall provide all medical and dental information to the primary caseworker/agency to facilitate maintenance of the Medical Passport (DHS-221). Contract Number:MA230000001090 PAGE 23 of 62 Rev. 10-2023 In addition, the Contractor shall assure that specific health care is provided, including: 1) Rehabilitative, physical, or dental procedures by medical personnel as necessary. 2) Utilization of enrolled Medicaid providers or a board-certified physician or dentist volunteering his/her time for health procedures. 3) Provision of medication as prescribed by a treating physician. Agency must have a Standard Operating Procedure for dispensing and storage of medication. 4) Special diets provided as needed and regularly reassessed utilizing appropriate specialized personnel. 5) Forwarding the above DCWL required medical and dental examination reports to the primary caseworker/agency and RPU within five (5) working days of completion. 6) Coordination with the primary caseworker/agency for securing of prosthetic or mechanical equipment. 7) Review of prescriptive non-routine health care by medical personnel. q. Wardrobe The Contractor shall assure that children have an adequate wardrobe as defined by and documented on the Clothing Inventory Checklist (DHS-3377) while in placement and upon leaving placement. The Contractor shall complete the DHS- 3377 upon placement and discharge. The Contractor shall provide the DHS-3377 to the primary caseworker/agency within five business days of placement and discharge. When the child is absent or at the conclusion of the placement, the Contractor shall have a process in place to keep the child's wardrobe and possessions safe until claimed by the child or MDHHS. If the possessions are not claimed within 90 calendar days, the Contractor may dispose of the items at its discretion. r. Recreation Activities The Contractor shall provide daily access to appropriate recreation activities as defined by MDHHS DCWL standards for the license specified in Section 2.4 of this Contract. s. Transitional Service Following Discharge The Contractor shall send the case worker the discharge report based on the child’s assessment and subsequent Contractor’s recommendation. 2.11 Program Performance Objectives Contract Number:MA230000001090 PAGE 24 of 62 Rev. 10-2023 During the contract period, the Contractor will be responsible for tracking performance objectives using the CCI Dashboard. In addition to the performance objectives below, other performance objectives may be developed by MDHHS in collaboration with the Contactor. Performance Objectives for contract compliance: a. Substantiated allegations of maltreatment by staff of the provider. b. Use of restraints and seclusion. 2.12 Audit Requirements Contractor/Vendor Relationship This Contract constitutes a contractor/vendor relationship with MDHHS. The Contractor must immediately report to the MDHHS Bureau of Audit any audit findings of fraud, ongoing concern, financial statement misstatements, or accounting irregularities, including noncompliance with provisions of this Contract. 2.13 Financial Audit Requirements a. Required Audit or Audit Exemption Notice Contractors must submit to the Department either a Single Audit, Financial Statement Audit, or Audit Exemption Notice as described below. If submitting a Single Audit or Financial Statement Audit, Contractors must also submit a Corrective Action Plan for any audit findings that impact MDHHS-funded programs, and management letter (if issued) with a response. 1) Single Audit Contractors that are a non-profit organization and that expend $750,000 or more in federal awards during the Contractor’s fiscal year, must submit a Single Audit to the Department, regardless of the amount of funding received from the Department. The Single Audit must comply with the requirements of Title 2 Code of Federal Regulations, Subpart F. 2) Financial Statement Audit Contractors exempt from the Single Audit requirements with fiscal years that receive $750,000 or more in total funding from the Department in State and Federal grant funding must submit to the Department a Financial Statement Audit prepared in accordance with generally accepted auditing standards (GAAS). 3) Audit Exemption Notice Contractors exempt from the Single Audit and Financial Statement Audit requirements (1 and 2 above) must submit an Audit Exemption Notice that certifies these exemptions. The template and further instructions are available at http://www.michigan.gov/mdhhs by selecting Inside MDHHS menu, then MDHHS Audit, then Audit Reporting. Contract Number:MA230000001090 PAGE 25 of 62 Rev. 10-2023 b. Due Date and Where to Send The required audit and any other required submissions (i.e. Corrective Action Plan and management letter with a response), or Audit Exemption Notice must be submitted to the Department within nine months after the end of the Contractor’s fiscal year by e-mail to the Department at MDHHS-AuditReports@michigan.gov. The required submissions must be in PDF files and compatible with Adobe Acrobat (read only). The subject line must state the agency name and fiscal year end. The Department reserves the right to request a hard copy of the audit materials if for any reason the electronic submission process is not successful. c. Penalty 1) If the Contractor does not submit the required Single Audit or Financial Statement Audit, including any management letter and applicable corrective action plans within nine months after the end of the Contractor’s fiscal year, the Department may withhold from the current funding an amount equal to five percent of the audit year’s contract funding (not to exceed $200,000) until the required filing is received by the Department. The Department may retain the amount withheld as a penalty if delinquency reached 120 days past due. The Department may terminate the contract if the Contractor is 180 days delinquent in meeting the audit requirements. 2) Failure to submit the Audit Exemption Notice, when required, may result in withholding from the current funding an amount equal to one percent of the audit year’s funding until the Audit Exemption Notice is received. d. Other Audits The Department or federal agencies may also conduct or arrange for “agreed upon procedures” or additional audits to meet their needs. 2.14.Cost Reporting The Contractor shall submit annual financial cost reports based on the state’s fiscal year which begins October 1 and ends September 30 in the following calendar year. The reports shall contain the actual costs incurred by providers in delivering services required in this Contract to MDHHS clients for the reporting period. Costs for non- MDHHS children are not to be included. Reports will be submitted using a template provided by MDHHS. The financial reports shall be submitted annually, and will be due December 15 of each fiscal year. The Contractor must comply with all other program and fiscal reporting procedures as are or may hereinafter be established by MDHHS. Reports shall be submitted electronically to MDHHS-Foster-Care- Audits@michigan.gov with the subject line to include the Cost Report Fiscal Year and the Contractors License Number. Contract Number:MA230000001090 PAGE 26 of 62 Rev. 10-2023 Failure to meet reporting responsibilities as identified in this Contract may result in MDHHS withholding payments until receipt of annual financial cost report. MDHHS may withhold from current payments an amount equal to five percent of the Contractor’s reporting year MDHHS revenue (not to exceed $60,000) until the required filing is received by the Department. MDHHS may retain withheld funds as a penalty if delinquency reaches sixty (60) days past due. MDHHS may terminate the contract if the Contractor is ninety (90) days delinquent in submitting the required annual financial cost report. 2.15.Service Documentation The Contractor agrees to maintain program records required by MDHHS, program statistical records required by MDHHS, and to produce program narrative and statistical data at times prescribed by, and on forms furnished by, MDHHS. 2.16.Private Agency MiSACWIS/CCWIS The Contractor shall ensure that residential payment staff has access to the Michigan MiSACWIS or CCWIS through a web-based interface, henceforth referred to as the “MiSACWIS/CCWIS application.” Requirements for MiSACWIS/CCWIS for CCI contracts may be found at http://www.michigan.gov/mdhhs/0,5885,7-339- 71551_7199---,00.html 2.17.Billing The Contractor must bill MDHHS in accordance with Schedule B Pricing Matrix for Filled Beds and Guaranteed Beds. a. Filled Bed Procedure Filled Beds are the number of contracted beds in which a youth is placed. The Contractor shall submit through the MiSACWIS/CCWIS system the bi-weekly roster for any child in the Contractors care per the instructions within the MiSACWIS/CCWIS system. The billing shall only indicate the units of service provided by the Contractor and shall be submitted to MDHHS within 30 days from the end of the billing period. b. Guaranteed Bed Procedure Guaranteed Beds are the number of contracted beds guaranteed for MDHHS use which do not result in placement. All invoices submitted to MDHHS must include a spreadsheet identifying the following: 1) Date 2) Contract number 3) Delivery Order number 4) Number of contracted shelter beds 5) Total number of placements days for the month Contract Number:MA230000001090 PAGE 27 of 62 Rev. 10-2023 6) Total number of unfilled shelter beds for the month 7) Number of eject/rejects NOT agreed upon with MDHHS The information must be submitted electronically to: MDHHS- FederalComplianceDivision@michigan.gov. The subject line shall read: Guaranteed Shelter Bed Payment. No original request for payment submitted by the Contractor more than one year after the close of the two week billing period during which services were provided shall be honored for payment. When the Contractor’s financial records reveal that payment for a child has not been provided by MDHHS within 30 days of receiving all necessary documentation, the Contractor will seek payment resolution by contacting the direct supervisor of the assigned MDHHS worker in writing. Any concerns over a payment authorization or issuance that cannot be resolved within 30 days of the written notice must be reported to the MDHHS County Director for immediate resolution. The Contractor will apprise MDHHS Office of Child Welfare Services and Support of any ongoing, unresolved payment concerns. 2.18.Fees and Other Sources of Funding The Contractor guarantees that any claims made to MDHHS under this Contract shall not be financed by any source other than MDHHS under the terms of this Contract. If funding is received through any other source, the Contractor agrees to deduct from the amount billed to MDHHS the greater of either the fee amounts, or the actual costs of the services provided. The Contractor may not accept reimbursement from a client unless the Contract specifically authorizes such reimbursement in the "Contractor Responsibility" Section. In such case, a detailed fee scale and criteria for charging the fee must be included. If the Contractor accepts reimbursement from a client in accordance with the terms of the Contract, the Contractor shall deduct these fees from billings to MDHHS. Other third-party funding sources, e.g., insurance companies, may be billed for contracted client services. Third party reimbursement shall be considered payment in full unless the third-party fund source requires a co-pay, in which case MDHHS may be billed for the amount of the co-pay. No supplemental billing is allowed. 2.19.Recovery of Funding and Repayment of Debts a. Recovery of Funding If the Contractor fails to comply with requirements as set forth in this Contract or fails to submit a revised payment request within allotted time frames established by MDHHS in consultation with the Contractor, MDHHS may require the Contract Number:MA230000001090 PAGE 28 of 62 Rev. 10-2023 Contractor to reimburse payments made under this Contract to which MDHHS has determined that the Contractor was not entitled. If the Contractor becomes aware of any situation involving payments received under this Contract to which the Contractor was not entitled, the overpayment amount must be repaid to MDHHS within 30 days of the Contractor becoming aware. The Contractor is liable for any cost incurred by MDHHS in the recovery of any funding. Upon notification by MDHHS that repayment is required, or upon any other awareness of an overpayment to the Contractor, the Contractor shall make payment directly to MDHHS within 30 days or MDHHS may withhold future payments made under this or any other Contract(s), 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 MDHHS’ Contracts with the Contractor. MDHHS 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 Other Amounts due MDHHS By entering into this Contract, the Contractor agrees to honor all prior repayment Contracts established by MDHHS with the Contractor or Contractor’s predecessors. In the absence of a repayment Contract for amounts due MDHHS, the Contractor agrees to make monthly payments to MDHHS at an amount not less than 5% of any outstanding balance and to begin on the date this Contract is executed. If any of these required payments are made more than 30 days past the due date, MDHHS may reduce or withhold future payments made under this or any other Contract(s) between MDHHS and the Contractor. The payment reduction will be made either at the amount originally established in the repayment Contract or at an amount not less than 5% of any outstanding balance effective on the date this Contract is executed. 2.20. Child Protection Law Reporting Requirements a. The Contractor shall ensure that all employees who have reasonable cause to suspect child abuse or neglect shall report any suspected abuse or neglect of a child in care to MDHHS for investigation as required by Public Acts of 1975, Act Number 238. b. Failure of the Contractor or its employees to report suspected abuse or neglect of a child to MDHHS shall result in an immediate investigation to Contract Number:MA230000001090 PAGE 29 of 62 Rev. 10-2023 determine the appropriate corrective action up to and including termination of the contract. c. Failure of the Contractor or its employees to report suspected child abuse or neglect two or more times within a one-year period shall result in a review of the contract agency’s violations by a designated Administrative Review Team, which shall include the Director of Children’s Services Agency (CSA) and the Director of DCWL or its successor agency, that shall consider mitigating and aggravating circumstances to determine the appropriate corrective action up to and included license revocation and contract termination. 2.21 Contract Evaluation and Assessment The Contractor shall participate in an annual contract evaluation to assess contract compliance and overall service provision. The participation shall include, but is not limited to, the following: a. Provide quantitative and qualitative data as requested by MDHHS. b. Attend and engage in meetings as requested. c. Develop and implement an Agency Focus Plan with MDHHS staff to address all areas of non-compliance. 2.22 Corrective Action Requirements If a program review by MDHHS reveals a lack of compliance with the requirements of this Contract, the Contractor shall: a. Meet with MDHHS to discuss the noncompliance and develop an Agency Focus Plan. b. Achieve compliance within 60 days of receipt of MDHHS' approval of the Agency Focus Plan (unless other time frames are agreed to in writing by MDHHS) or MDHHS may terminate this Contract, subject to the standard contract terms. 2.23 Criminal and Children’s Protective Services Background Checks As a condition of this Contract, the Contractor certifies that the Contractor shall, prior to any individual performing work under this Contract, conduct or cause to be conducted for each new employee, employee, subcontractor, subcontractor employee or volunteer who works directly with Clients and/or children under this Contract, or who has access to client information: a. An Internet Criminal History Access Tool (ICHAT) check and a National and State Sex Offender Registry check. Information about ICHAT can be found at http://apps.michigan.gov/ichat. Contract Number:MA230000001090 PAGE 30 of 62 Rev. 10-2023 The Michigan Public Sex Offender Registry web address is http://www.mipsor.state.mi.us. The National Sex Offender Public Website address is http://www.nsopw.gov. b. A Central Registry (CR) check. Information about CR can be found at http://www.michigan.gov/mdhhs/0,5885,7-339-73971_7119_50648_48330- 180331--,00.html c. A Children’s Protective Services confirmed case background check. A clearance shall be completed prior to the hiring of an individual to provide services within this contract. Prior to hire, the Contractor shall submit a request to clear any new employee, subcontractor, subcontractor employee utilizing the CWL-4624 form. This form must be submitted to MDHHS-LASO- DCWL@michigan.gov. The results of the clearance will be returned to the Contractor. The Contractor must have a written policy that requires employees to notify the Contractor when the employee has a Children’s Protective Services’ investigation in which the employee was found to have a confirmed case of child abuse or neglect, regardless of whether the employee’s name was placed on the Central Registry. The Contractor shall notify MDHHS, in writing, of the confirmed case within one business day. The Contractor shall ensure the policies are implemented for the agency pertaining to adherence to the Central Registry changes. The policies at minimum shall include the following provisions: 1) All applicants are required to disclose CPS case history where the applicant was found responsible for the abuse or neglect of a child regardless of whether the case resulted in placement on CR. The applicant must provide a written narrative describing case/s as well as explanation of changes the individual has made to mitigate their previous actions. 2) All employees are required to disclose CPS cases where the employee was found responsible for the abuse or neglect of a child regardless of whether the case resulted in placement on CR immediately but no later than the beginning of the next business day after receiving notice. It is the employee’s responsibility to immediately communicate this information to their immediate supervisor and the applicable Human Resources (HR) department. The employee must provide a written narrative describing the case details as well as an explanation of changes the individual has made to mitigate their previous actions. Contract Number:MA230000001090 PAGE 31 of 62 Rev. 10-2023 A staff member or unsupervised volunteer who has been confirmed by the department as a perpetrator of abuse or neglect that does not result in a central registry placement, shall not have contact with children until the appropriate entity has reviewed the CPS history, in addition to the current confirmation, and determines the staff member or unsupervised volunteer does not pose a substantial risk to children. d. The Contractor shall require each employee, subcontractor, subcontractor employee or volunteer who works directly with clients or who has access to client information, under this Contract to timely notify the Contractor in writing of criminal convictions (felony or misdemeanor) and/or pending felony charges or placement on the Central Registry as a perpetrator. Additionally, the Contractor shall require each new employee, employee, subcontractor, subcontractor employee or volunteer who works directly with clients under this Contract or who has access to client information and who has not resided or lived in Michigan for each of the previous ten (10) years to sign a waiver attesting to the fact that they have never been convicted of a felony or identified as a perpetrator, or if they have, the nature and recency of the felony. e. The Contractor further certifies that the Contractor shall not submit claims for or assign to duties under this Contract, any 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. f. If MDHHS determines that an individual provided services under this Contract for any period prior to completion of the required checks as described above, MDHHS may require repayment of that individual's salary, fringe benefits, and all related costs of employment for the period that the required checks had not been completed. g. Upon request, Contractor must perform criminal and CPS background checks on all employees and subcontractors and its employees prior to their assignment. The scope is at the discretion of the State and documentation must be provided as requested. Contractor is responsible for all costs associated with the requested background checks. The State, in its sole discretion, may also perform background checks. 2.24 Ordering The appropriate authorizing document for the Contract will be the executed Master Agreement. Contract Number:MA230000001090 PAGE 32 of 62 Rev. 10-2023 3. MDHHS RESPONSIBILITIES 3.1. Payment See Attached Schedule B PRICING MATRIX for Shelter Foster Care Program Payments. 3.2 Contract Monitoring and Compliance MDHHS shall conduct annual and as needed contract reviews. a. MDHHS shall provide a contract compliance report to the contractor within 60 days following the review. b. Following the identification of the contract noncompliance, Bureau of Out of Home Services (OOHS) will request the Contractor submit a Corrective Action Plans (CAP) to OOHS within 15 days of receiving the written report of findings. c. Based on the severity or repeated nature of cited violations, a recommendation may be made by OOHS at any time to place a moratorium on new referrals with the contractor or to cancel the contract. If either recommendation is made, a meeting will be convened with the director of the contracted agency, the division director of OOHS and the CSA director or designee to provide the contractor with the opportunity to provide documented information on why the moratorium or cancellation of the contract should not occur. d. If a moratorium on new referrals is put into place, it shall be for a minimum of 90 days to allow the contractor to remedy cited violations and comply with any agreed-on CAP. If the cited violations are not corrected during the period of the moratorium or additional serious violations are cited, consideration shall be given to cancellation of the agency’s contract. Final decisions regarding the cancellation of a contract shall be made by the CSA director. 4. STANDARD CONTRACT TERMS 4.1 Duties of Contractor Contractor must perform the services and provide the deliverables (the “Contract Activities”) described in Sections 1 and 2. An obligation to provide delivery of any commodity is considered a service and is a Contract Activity. Contractor must furnish all labor, equipment, materials, and supplies necessary for the performance of the Contract Activities unless otherwise specified in Section 2.10 – Services to be Provided. Contractor must: (a) perform the Contract 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 the Contract; (c) provide all Contract Activities Contract Number:MA230000001090 PAGE 33 of 62 Rev. 10-2023 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 the Contract; (f) cooperate with MDHHS, including MDHHS’s quality assurance personnel, and any third party to achieve the objectives of the Contract; (g) return to MDHHS any State- furnished equipment or other resources in the same condition as when provided when no longer required for the Contract; (h) 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 the Contract; (i) comply with all State physical and IT security policies and standards which will be made available upon request; and (j) provide MDHHS priority in performance of the Contract except as mandated by federal disaster response requirements. Any breach under this paragraph 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 All notices and other communications required or permitted under this Contract 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 the State, to ensure performance of the Contract and must provide proof upon request. The State may require a performance bond (as specified in a Statement of Work) if, in the opinion of the State, it will ensure performance of the Contract. 4.6 Insurance Requirements a. General Requirements. Contractor, at its sole expense, must maintain the insurance coverage as specified herein for the duration of the Term. Minimum limits may be satisfied by any combination of primary liability, umbrella or excess liability, and self-insurance coverage. To the extent damages are covered by any required insurance, Contractor waives all rights against the State for such damages. Failure to maintain required insurance does not limit this waiver. Contract Number:MA230000001090 PAGE 34 of 62 Rev. 10-2023 b. Qualification of Insurers. Except for self-insured coverage, all policies must be written by an insurer with an A.M. Best rating of A- VII or higher unless otherwise approved by DTMB Enterprise Risk Management. c. Primary and Non-Contributory Coverage. All policies for which the State of Michigan is required to be named as an additional insured must be on a primary and non-contributory basis. d. Claims-Made Coverage. If any required policies provide claims-made coverage, Contractor must: (1)Maintain coverage and provide evidence of coverage for at least 3 years after the later of the expiration or termination of the Contract or the completion of all its duties under the Contract; (2)Purchase extended reporting coverage for a minimum of 3 years after completion of work if coverage is cancelled or not renewed, and not replaced with another claims-made policy form with a retroactive date prior to the Effective Date of this Contract e. Proof of Insurance (1)Insurance certificates showing evidence of coverage as required herein must be submitted to the Contract Administrator within 10 days of the contract execution date. (2)Renewal insurance certificates must be provided on annual basis or as otherwise commensurate with the effective dates of coverage for any insurance required herein. (3)Insurance certificates must be in the form of a standard ACORD Insurance Certificate unless otherwise approved by DTMB Enterprise Risk Management. (4)All insurance certificates must clearly identify the Contract Number (e.g., notated under the Description of Operations on an ACORD form). (5)The State may require additional proofs of insurance or solvency, including but not limited to policy declarations, policy endorsements, policy schedules, self-insured certification/authorization, and balance sheets. (6)In the event any required coverage is cancelled or not renewed, Contractor must provide written notice to the Contract Administrator no later than 5 business days following such cancellation or nonrenewal. f. Subcontractors. Contractor is responsible for ensuring its subcontractors carry and maintain insurance coverage. g. Limits of Coverage & Specific Endorsements. (See Table 4.6.1 Below) Table 4.6.1 Required Limits Additional Requirements Commercial General Liability Insurance Contract Number:MA230000001090 PAGE 35 of 62 Rev. 10-2023 Minimum Limits: $1,000,000 Each Occurrence $1,000,000 Personal & Advertising Injury $2,000,000 General Aggregate $2,000,000 Products/Completed Operations If the contractor will deal with children, schools, or the cognitively impaired, coverage must not have exclusions or limitations related to sexual abuse and molestation liability. Umbrella or Excess Liability Insurance Minimum Limits: $4,000,000 General Aggregate Contractor must have their policy follow form. Automobile Liability Insurance Minimum Limits: $1,000,000 Per Accident Contractor must have their policy: (1) endorsed to add “the State of Michigan, its departments, divisions, agencies, offices, commissions, officers, employees, and agents” as additional insureds; and (2) include Hired and Non-Owned Automobile coverage. Workers’ Compensation Insurance Minimum Limits: Coverage according to applicable laws governing work activities. Waiver of subrogation, except where waiver is prohibited by law. Employers Liability Insurance Minimum Limits: $500,000 Each Accident $500,000 Each Employee by Disease $500,000 Aggregate Disease. Privacy and Security Liability (Cyber Liability) Insurance Contract Number:MA230000001090 PAGE 36 of 62 Rev. 10-2023 Minimum Limits: $1,000,000 Each Occurrence $1,000,000 Annual Aggregate Contractor must have their policy cover information security and privacy liability, privacy notification costs, regulatory defense and penalties, and website media content liability. Professional Liability (Errors and Omissions) Insurance Minimum Limits: $1,000,000 Each Occurrence $1,000,000 Annual Aggregate h. Non-Waiver. This Section 6 is not intended to and is not to be construed in any manner as waiving, restricting or limiting the liability of either party for any obligations under this Contract, including any provisions hereof requiring Contractor to indemnify, defend and hold harmless the State. 4.7 Reserved 4.8 Extended Purchasing Program This contract is extended to MiDEAL members. 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/mideal. Upon written agreement between MDHHS and Contractor, this Contract may also be extended to: (a) State of Michigan employees and (b) other states (including governmental subdivisions and authorized entities). If extended, Contractor must supply all Contract Activities at the established Contract prices and terms. 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 Relationship of the Parties Contract Number:MA230000001090 PAGE 37 of 62 Rev. 10-2023 The relationship between the parties is that of independent contractors. Contractor, its employees, and agents will not be considered employees of MDHHS. No partnership or joint venture relationship is created by virtue of this Contract. 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. Neither party has authority to contract for nor bind the other party in any manner whatsoever. 4.10 Intellectual Property Rights If Sections 1 and 2 (the “Contract Activities”) require Contractor to create any intellectual property, Contractor hereby acknowledges that the State is and will be the sole and exclusive owner of all right, title, and interest in the Contract Activities and all associated intellectual property rights, if any. Such Contract Activities are works made for hire as defined in Section 101 of the Copyright Act of 1976. To the extent any Contract Activities and related intellectual property do not qualify as works made for hire under the Copyright Act, Contractor will, and hereby does, immediately on its creation, assign, transfer and otherwise convey to the State, irrevocably and in perpetuity, throughout the universe, all right, title and interest in and to the Contract Activities, including all intellectual property rights therein. 4.11 Subcontracting Contractor may not delegate any of its obligations under the Contract without the prior written approval of MDHHS. 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 Contract Activities; (b) make all payments to the subcontractor; and (c) incorporate the terms and conditions contained in this Contract in any subcontract with a subcontractor. Contractor remains responsible for the completion of the Contract Activities, compliance with the terms of this Contract, and the acts and omissions of the subcontractor. MDHHS, in its sole discretion, may require the replacement of any subcontractor. 4.12 Staffing MDHHS’s Contract Administrator may require Contractor to remove or reassign personnel providing services by providing a notice to Contractor. 4.13 Reserved 4.14 Assignment Contract Number:MA230000001090 PAGE 38 of 62 Rev. 10-2023 Contractor may not assign this Contract 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 Contract to any other party. If MDHHS determines that a novation of the Contract to a third party is necessary, Contractor will agree to the novation and provide all necessary documentation and signatures. 4.15 Change of Control Contractor will notify MDHHS, within 30 days of any public announcement or otherwise once legally permitted to do so, of a change in Contractor’s organizational structure or ownership. For purposes of this Contract, 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; (e) a change in ownership through a transaction or series of transactions; (f) or 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 Contract and all of its obligations under this Contract. 4.16 Ordering Contractor is not authorized to begin performance until receipt of authorization as identified in a Statement of Work. 4.17 Acceptance Contract Activities are subject to inspection and testing by MDHHS within 30 calendar days of MDHHS’s receipt of them (“State Review Period”), unless otherwise provided in Section 2.10 – Services to be Provided. If the Contract Activities are not fully accepted by MDHHS, MDHHS will notify Contractor by the end of the State Review Period that either: (a) the Contract Activities are accepted but noted deficiencies must be corrected; or (b) the Contract Activities are rejected. If MDHHS finds material deficiencies, it may: (i) reject the Contract Activities without performing any further inspections; (ii) demand performance at no additional cost; or (iii) terminate this Contract in accordance with Section 4.24, Termination for Cause. Within 10 business days from the date of Contractor’s receipt of notification of acceptance with deficiencies or rejection of any Contract Activities, Contractor must cure, at no additional cost, the deficiency and deliver unequivocally acceptable Contract Activities to MDHHS. If acceptance with deficiencies or rejection of the Contract Activities impacts the content or delivery of other non- Contract Number:MA230000001090 PAGE 39 of 62 Rev. 10-2023 completed Contract Activities, the parties’ respective Program Managers must determine an agreed to number of days for re-submission that minimizes the overall impact to the Contract. 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 Contract. If Contractor is unable or refuses to correct the deficiency within the time response standards set forth in this Contract, MDHHS may cancel the order in whole or in part. MDHHS, or a third party identified by MDHHS, may perform the Contract Activities and recover the difference between the cost to cure and the Contract price plus an additional 10% administrative fee. 4.18 Reserved 4.19 Reserved 4.20 Reserved 4.21 Invoices and 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 Contract Activities provided as specified in Section 2.10 – Services to be Provided. 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 Contract are for MDHHS’s exclusive use. Notwithstanding the foregoing, all fees are exclusive 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 governmental entity on any amounts payable by MDHHS under this Contract. 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 Contract Activities. Contractor’s acceptance of final payment by MDHHS constitutes a waiver of all claims by Contractor against MDHHS for payment under this Contract, other than those claims previously filed in writing on a timely basis and still disputed. MDHHS will only disburse payments under this Contract through Electronic Funds Transfer (EFT). Contractor must register with the State at http://www.michigan.gov/SIGMAVSS 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 Contract Number:MA230000001090 PAGE 40 of 62 Rev. 10-2023 owing to it by Contractor against any amount payable by MDHHS to Contractor under this Contract. Excluding federal government charges and terms, Contractor warrants and agrees that each of the fees, economic or product terms or warranties granted pursuant to this Contract are comparable to or better than the equivalent fees, economic or product term or warranty being offered to any commercial or government customer (including any public educational institution within the State of Michigan) of Contractor. If Contractor enters into any arrangements with another customer of Contractor to provide the products or services, available under this Contract, under more favorable prices, as the prices may be indicated on Contractor’s current U.S. and International price list or comparable document, then this Contract will be deemed amended as of the date of such other arrangements to incorporate those more favorable prices, and Contractor will immediately notify the State of such fee and formally memorialize the new pricing in a change notice. 4.22 Service Level Agreements (SLAs) The contractor is accountable and must meet the requirements and the SLAs established in this Contract. SLAs for this contract will be as follows: Adherence to the Scope of Work Acceptable Standard The Contractor must adhere to all aspects outlined in the Statement of Work, as agreed-upon in the final version of this contract. The acceptable standard is 100% compliance. Methodology The MDHHS Program Manager will review performance per language in this contract and will denote any instances where the successful contractor fails to fulfill aspects of the contract. Late or improper completion of the Contract Activities may cause loss and damage to the State and it would be impracticable and extremely difficult to fix the actual damage sustained by the State. Therefore, the State will withhold final payment until all contractual activities have been completed in full. 4.23 Stop Work Order MDHHS may suspend any or all activities under the Contract 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. Within 90 calendar days, or any longer period agreed to by Contractor, MDHHS will either: (a) issue a notice authorizing Contractor to resume work, Contract Number:MA230000001090 PAGE 41 of 62 Rev. 10-2023 or (b) terminate the Contract, or delivery order. MDHHS will not pay for Contract Activities, Contractor’s lost profits, or any additional compensation during a stop work period. 4.24 Termination for Cause (a) MDHHS may terminate this Contract for cause, in whole or in part, if Contractor, as determined by MDHHS: (i) endangers the value, integrity, or security of any facility, data, or personnel; (ii) becomes insolvent, petitions for bankruptcy court proceedings, or has an involuntary bankruptcy proceeding filed against it by any creditor; (iii) engages in any conduct that may expose MDHHS to liability; (iv) breaches any of its material duties or obligations under this Contract; or (v) fails to cure a breach within the time stated by MDHHS in a notice of breach, if in its sole discretion MDHHS has chosen to provide a time to cure. Any reference to specific breaches being material breaches within this Contract will not be construed to mean that other breaches are not material. (b) If MDHHS terminates this Contract under this Section, MDHHS will issue a termination notice specifying whether Contractor must: (i) cease performance immediately. Contractor must submit all invoices for Contract Activities accepted by the State within 30 days of the date of termination. Failure to submit an invoice within that timeframe will constitute a waiver by Contractor for any amounts due to Contactor for Contract Activities accepted by the State under this Contract or (ii) continue to perform for a specified period. If it is later determined that Contractor was not in breach of the Contract, 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 4.25, Termination for Convenience. MDHHS will only pay for amounts due to Contractor for Contract 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 Contract. Contractor must promptly reimburse to MDHHS any fees prepaid by MDHHS prorated to the date of such termination, including any prepaid fees. The Contractor must pay all reasonable costs incurred by MDHHS in terminating this Contract for cause, including administrative costs, attorneys’ fees, court costs, transition costs, and any costs MDHHS incurs to procure the Contract Activities from other sources. 4.25 Termination for Convenience MDHHS may immediately terminate this Contract in whole or in part without penalty and for any reason or no reason, including but not limited to, appropriation or budget shortfalls. The termination notice will specify whether Contractor must: (a) cease performance of the Contract Activities immediately. Contract Number:MA230000001090 PAGE 42 of 62 Rev. 10-2023 Contractor must submit all invoices for Contract Activities accepted by MDHHS within 30 days of the date of termination. Failure to submit an invoice within that timeframe will constitute a waiver by Contractor for any amounts due Contractor for Contract Activities accepted by MDHHS under this Contract, or (b) continue to perform the Contract Activities in accordance with Section 4.26, Transition Responsibilities. If MDHHS terminates this Contract for convenience, MDHHS will pay all reasonable costs, as determined by MDHHS, for MDHHS approved Transition Responsibilities to the extent the funds are available. The Contractor may terminate this Contract upon 30 days written notice to MDHHS at any time prior to the completion of the Contract period. 4.26 Transition Responsibilities Upon termination or expiration of this Contract 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 Contract Activities to continue without interruption or adverse effect, and to facilitate the orderly transfer of such Contract Activities to MDHHS or its designees. Such transition assistance may include, but is not limited to: (a) continuing to perform the Contract Activities at the established Contract rates; (b) taking all reasonable and necessary measures to transition performance of the work, including all applicable Contract Activities, training, equipment, software, leases, reports and other documentation, to MDHHS or MDHHS’s designee; (c) transferring title in and delivering to MDHHS, at MDHHS’s discretion, all completed or partially completed deliverables prepared under this Contract as of the Contract termination date; and (d) preparing an accurate accounting from which MDHHS and Contractor may reconcile all outstanding accounts (collectively, “Transition Responsibilities”). This Contract will automatically be extended through the end of the transition period. 4.27 Return of State Property Upon termination or expiration of this Contract for any reason, Contractor must take all necessary and appropriate steps, or such other action as MDHHS may direct, to preserve, maintain, protect, or return to MDHHS all materials, data, property, and confidential information provided directly or indirectly to the Contractor by any entity, agent, vendor, or employee of the State. 4.28 Indemnification Except as otherwise provided by law neither Party shall be obligated to the other, or indemnify the other for any third party claims, demands, costs, or judgments arising out of activities to be carried out pursuant to the obligations of either party under this Contract, nothing herein shall be Contract Number:MA230000001090 PAGE 43 of 62 Rev. 10-2023 construed as a waiver of any governmental immunity for either party or its agencies, or officers and employees as provided by statute or modified by court decisions. 4.29 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 MDHHS against Contractor’s charges and reimburse MDHHS for any losses or costs incurred as a consequence of MDHHS ceasing its use and returning it. 4.30 Limitation of Liability and Disclaimer of Damages IN NO EVENT WILL THE STATE’S AGGREGATE LIABILITY TO CONTRACTOR UNDER THIS CONTRACT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR BY STATUTE OR OTHERWISE, FOR ANY CLAIM RELATED TO OR ARISING UNDER THIS CONTRACT, EXCEED THE MAXIMUM AMOUNT OF FEES PAYABLE UNDER THIS CONTRACT. MDHHS is not liable for consequential, incidental, indirect, or special damages, regardless of the nature of the action. 4.31 Disclosure of Litigation, or Other Proceeding 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 the Contract, 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 (3) any complaint filed in a legal or administrative proceeding alleging the Contractor or its subcontractors discriminated against its employees, subcontractors, vendors, or suppliers during the term of this Contract; or (e) a Proceeding involving any license that Contractor is required to possess in order to perform under this Contract. This section only applies to litigation or other proceedings involving this Contract, being Contract Number MA230000001090. Contract Number:MA230000001090 PAGE 44 of 62 Rev. 10-2023 4.32 Reserved 4.33 State Data a. Ownership. MDHHS’s data (“State Data,” which will be treated by Contractor as Confidential Information) includes: (a) MDHHS’s data, user data, and any other data collected, used, processed, stored, or generated as the result of the Contract Activities; (b) personally identifiable information (“PII“) collected, used, processed, stored, or generated as the result of the Contract Activities, including, without limitation, any information that identifies an individual, such as an individual’s social security number or other government-issued identification number, date of birth, address, telephone number, biometric data, mother’s maiden name, email address, credit card information, or an individual’s name in combination with any other of the elements here listed; and, (c) protected health information (“PHI”) collected, used, processed, stored, or generated as the result of the Contract Activities, which is defined under the Health Insurance Portability and Accountability Act (HIPAA) and its related rules and regulations. State Data is and will remain the sole and exclusive property of MDHHS and all right, title, and interest in the same is reserved by MDHHS. b. Contractor Use of State Data. Contractor is provided a limited license to State Data for the sole and exclusive purpose of providing the Contract Activities, including a license to collect, process, store, generate, and display State Data only to the extent necessary in the provision of the Contract Activities. Contractor must: (a) keep and maintain State Data in strict confidence, using such degree of care as is appropriate and consistent with its obligations as further described in this Contract and applicable law to avoid unauthorized access, use, disclosure, or loss; (b) use and disclose State Data solely and exclusively for the purpose of providing the Contract Activities, such use and disclosure being in accordance with this Contract, any applicable Statement of Work, and applicable law; (c) keep and maintain State Data in the continental United States and (d) not use, sell, rent, transfer, distribute, commercially exploit, or otherwise disclose or make available State Data for Contractor’s own purposes or for the benefit of anyone other than MDHHS without MDHHS’s prior written consent. Contractor's misuse of State Data may violate state or federal laws, including but not limited to MCL 752.795. c. Extraction of State Data. Contractor must, within five business days of MDHHS’s request, provide MDHHS, without charge and without any conditions or contingencies whatsoever (including but not limited to the payment of any fees due to Contractor), an extract of the State Data in the format specified by MDHHS. Contract Number:MA230000001090 PAGE 45 of 62 Rev. 10-2023 d. Backup and Recovery of State Data. Unless otherwise specified in Section 2.10 – Services to be Provided, Contractor is responsible for maintaining a backup of State Data and for an orderly and timely recovery of such data. Unless otherwise described in Section 2.10 – Services to be Provided, Contractor must maintain a contemporaneous backup of State Data that can be recovered within two hours at any point in time. e. Loss or Compromise of Data. In the event of any act, error or omission, negligence, misconduct, or breach on the part of Contractor that compromises or is suspected to compromise the security, confidentiality, or integrity of State Data or the physical, technical, administrative, or organizational safeguards put in place by Contractor that relate to the protection of the security, confidentiality, or integrity of State Data, Contractor must, as applicable: (a) notify MDHHS as soon as practicable but no later than 24 hours of becoming aware of such occurrence; (b) cooperate with MDHHS in investigating the occurrence, including making available all relevant records, logs, files, data reporting, and other materials required to comply with applicable law or as otherwise required by MDHHS; (c) in the case of PII or PHI, at MDHHS’s sole election, (i) with approval and assistance from MDHHS, notify the affected individuals who comprise the PII or PHI as soon as practicable but no later than is required to comply with applicable law, or, in the absence of any legally required notification period, within five calendar days of the occurrence; or (ii) reimburse MDHHS for any costs in notifying the affected individuals; (d) in the case of PII, provide third-party credit and identity monitoring services to each of the affected individuals who comprise the PII for the period required to comply with applicable law, or, in the absence of any legally required monitoring services, for no less than 24 months following the date of notification to such individuals; (e) perform or take any other actions required to comply with applicable law as a result of the occurrence; (f) pay for any costs associated with the occurrence, including but not limited to any costs incurred by MDHHS in investigating and resolving the occurrence, including reasonable attorney’s fees associated with such investigation and resolution; (g) without limiting Contractor’s obligations of indemnification as further described in this Contract, indemnify, defend, and hold harmless MDHHS for any and all claims, including reasonable attorneys’ fees, costs, and incidental expenses, which may be suffered by, accrued against, charged to, or recoverable from MDHHS in connection with the occurrence; (h) be responsible for recreating lost State Data in the manner and on the schedule set by MDHHS without charge to MDHHS; and, (i) provide to MDHHS a detailed plan within 10 calendar days of the occurrence describing the measures Contractor will undertake to prevent a future occurrence. Notification to affected individuals, as described above, must comply with applicable law, be written in plain language, not be tangentially used for any solicitation purposes, and contain, at a minimum: name and contact information of Contractor’s representative; a description of the nature of the loss; a list of the types of data involved; the known or approximate date of Contract Number:MA230000001090 PAGE 46 of 62 Rev. 10-2023 the loss; how such loss may affect the affected individual; what steps Contractor has taken to protect the affected individual; what steps the affected individual can take to protect himself or herself; contact information for major credit card reporting agencies; and, information regarding the credit and identity monitoring services to be provided by Contractor. MDHHS will have the option to review and approve any notification sent to affected individuals prior to its delivery. Notification to any other party, including but not limited to public media outlets, must be reviewed and approved by MDHHS in writing prior to its dissemination. The parties agree that any damages relating to a breach of this Section 4.33 are to be considered direct damages and not consequential damages. f. State’s Governance, Risk and Compliance (GRC) platform. Contractor is required to assist the State with its security accreditation process through the development, completion and ongoing updating of a system security plan using the State’s automated GRC platform, and implement any required safeguards or remediate any security vulnerabilities as identified by the results of the security accreditation process. 4.34 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. a. Meaning of Confidential Information. For the purposes of this Contract, the term “Confidential Information” means all information and documentation of a party that: (a) has been marked “confidential” or with words of similar meaning, at the time of disclosure by such party; (b) 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; or, (c) should reasonably be recognized as confidential information of the disclosing party. The term “Confidential Information” does not include any information or documentation that was or is: (a) subject to disclosure under the Michigan Freedom of Information Act (FOIA); (b) already in the possession of the receiving party without an obligation of confidentiality; (c) developed independently by the receiving party, as demonstrated by the receiving party, without violating the disclosing party’s proprietary rights; (d) obtained from a source other than the disclosing party without an obligation of confidentiality; or, (e) 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 Contract, in all cases and for all matters, State Data is deemed to be Confidential Information. Contract Number:MA230000001090 PAGE 47 of 62 Rev. 10-2023 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 Contract or to use such Confidential Information for any purposes whatsoever other than the performance of this Contract. 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: (a) use of a subcontractor is authorized under this Contract; (b) the disclosure is necessary or otherwise naturally occurs in connection with work that is within the subcontractor's responsibilities; and (c) 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 Contract and each party will cooperate with the other party in seeking injunctive or other equitable relief against any such person. d. 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 Contract or any Statement of Work corresponding to the breach or threatened breach. e. Surrender of Confidential Information upon Termination. Upon termination of this Contract 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 Contract. Should Contractor or MDHHS determine that the return of any Confidential Information is not feasible, such party Contract Number:MA230000001090 PAGE 48 of 62 Rev. 10-2023 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. 4.35 Data Privacy and Information Security a. Undertaking by Contractor. Without limiting Contractor’s obligation of confidentiality as further described, Contractor is responsible for establishing and maintaining a data privacy and information security program, including physical, technical, administrative, and organizational safeguards, that is designed to: (a) ensure the security and confidentiality of the State Data; (b) protect against any anticipated threats or hazards to the security or integrity of the State Data; (c) protect against unauthorized disclosure, access to, or use of the State Data; (d) ensure the proper disposal of State Data; and (e) ensure that all employees, agents, and subcontractors of Contractor, if any, comply with all of the foregoing. In no case will the safeguards of Contractor’s data privacy and information security program be less stringent than the safeguards used by MDHHS, and Contractor must at all times comply with all applicable State IT policies and standards, which are available to Contractor upon request. b. Audit by Contractor. No less than annually, Contractor must conduct a comprehensive independent third-party audit of its data privacy and information security program and provide such audit findings to MDHHS. c. Right of Audit by the State. Without limiting any other audit rights of MDHHS, MDHHS has the right to review Contractor’s data privacy and information security program prior to the commencement of Contract Activities and from time to time during the term of this Contract. During the providing of the Contract Activities, on an ongoing basis from time to time and without notice, MDHHS, at its own expense, is entitled to perform, or to have performed, an on-site audit of Contractor’s data privacy and information security program. In lieu of an on-site audit, upon request by MDHHS, Contractor agrees to complete, within 45 calendar days of receipt, an audit questionnaire provided by MDHHS regarding Contractor’s data privacy and information security program. d. Audit Findings. Contractor must implement any required safeguards as identified by MDHHS or by any audit of Contractor’s data privacy and information security program. e. State’s Right to Termination for Deficiencies. MDHHS reserves the right, at its sole election, to immediately terminate this Contract or a Statement of Work without limitation and without liability if MDHHS determines that Contractor fails or has failed to meet its obligations under this Section. Contract Number:MA230000001090 PAGE 49 of 62 Rev. 10-2023 4.36 Reserved 4.37 Reserved 4.38 Records Maintenance, Inspection, Examination, and Audit Pursuant to MCL 18.1470, MDHHS or its designee may audit Contractor to verify compliance with this Contract. Contractor must retain and provide to MDHHS or its designee and the auditor general upon request, all records related to the Contract through the term of the Contract and for four years after the latter of termination, expiration, or final payment under this Contract 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. 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 Contract Activities are being performed, and examine, copy, and audit all records related to this Contract. Contractor must cooperate and provide reasonable assistance. If 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 the Contract 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 Contract Activities in connection with this Contract. 4.39 Representations and Warranties Contractor represents and warrants: (a) Contractor is the owner or licensee of any Contract Activities that it licenses, sells, or develops and Contractor has the rights necessary to convey title, ownership rights, or licensed use; (b) all Contract Activities are delivered free from any security interest, lien, or encumbrance and will continue in that respect; (c) the Contract 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 MDHHS or its designee any manufacturer's warranty for the Contract Activities; (e) the Contract Activities are merchantable and fit for the specific purposes identified in the Contract; (f) the Contract signatory has the authority to enter into this Contract; (g) all information furnished by Contractor in connection with the Contract 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; (h) all information furnished and representations made in connection with the award of this Contract is true, accurate, and complete, and contains Contract Number:MA230000001090 PAGE 50 of 62 Rev. 10-2023 no false statements or omits any fact that would make the information misleading; and that (i) Contractor is neither currently engaged in nor will engage in the boycott of a person based in or doing business with a strategic partner as described in 22 USC 8601 to 8606. A breach of this Section is considered a material breach of this Contract, which entitles MDHHS to terminate this Contract under Section 4.24, Termination for Cause. 4.40 Conflicts and Ethics Contractor will uphold high ethical standards and is prohibited from: (a) holding or acquiring an interest that would conflict with this Contract; (b) doing anything that creates an appearance of impropriety with respect to the award or performance of the Contract; (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 the Contract. 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 Contract Activities in connection with this Contract. 4.41 Compliance with Laws Contractor must comply with all federal, state and local laws, rules and regulations. 4.42 Reserved 4.43 Reserved 4.44 Nondiscrimination Under the Elliott-Larsen Civil Rights Act, 1976 PA 453, MCL 37.2101, et seq., the Persons with Disabilities Civil Rights Act, 1976 PA 220, MCL 37.1101, et seq., and Executive Directive 2019-09, 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 (as defined in Executive Directive 2019-09), height, weight, marital status, partisan considerations, any mental or physical disability, or genetic information that is unrelated to the person’s ability to perform the duties of a particular job or position. Breach of this covenant is a material breach of this Contract. 4.45 Unfair Labor Practice Contract Number:MA230000001090 PAGE 51 of 62 Rev. 10-2023 Under MCL 423.324, MDHHS may void any Contract with a Contractor or subcontractor who appears on the Unfair Labor Practice register compiled under MCL 423.322. 4.46 Governing Law This Contract is governed, construed, and enforced in accordance with Michigan law, excluding choice-of-law principles, and all claims relating to or arising out of this Contract are governed by Michigan law, excluding choice- of-law principles. Any dispute arising from this Contract must be resolved in the Michigan Court of Claims. Complaints against the State must be initiated in Ingham County, Michigan. Contractor waives any objections, such as lack of personal jurisdiction or forum non conveniens. Contractor must appoint an agent in Michigan to receive service of process. 4.47 Non-Exclusivity Nothing contained in this Contract is intended nor is to be construed as creating any requirements contract with Contractor, nor does it provide Contractor with a right of first refusal for any future work. This Contract does not restrict the State or its agencies from acquiring similar, equal, or like Contract Activities from other sources. 4.48 Force Majeure Neither party will be in breach of this Contract 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, MDHHS may immediately contract with a third party. 4.49 Dispute Resolution The parties will endeavor to resolve any Contract dispute in accordance with this provision. The dispute will be referred to the parties' respective Contract Administrators or Program Managers. Such referral must include a description of the issues and all supporting documentation. 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 Contract Number:MA230000001090 PAGE 52 of 62 Rev. 10-2023 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 the Contract. 4.50 Media Releases News releases (including promotional literature and commercial advertisements) pertaining to the Contract or project to which it relates must not be made without the prior written approval of MDHHS, and then only in accordance with the explicit written instructions of MDHHS. 4.51 Schedules All Schedules and Exhibits that are referenced herein and attached hereto are hereby incorporated by reference. The following Schedules are attached hereto and incorporated herein: Schedule B Pricing Matrix 4.52 Entire Agreement and Order of Precedence This Contract, which includes Schedule B Pricing Matrix, is the entire agreement of the parties related to the Contract Activities. This Contract supersedes and replaces all previous understandings and agreements between the parties for the Contract Activities. If there is a conflict between documents, the order of precedence is: (a) first, this Contract, excluding its schedules, (b) second, Schedule B Pricing Matrix. NO TERMS ON CONTRACTOR’S INVOICES, ORDERING DOCUMENTS, WEBSITE, OR OTHER NON-NEGOTIATED TERMS AND CONDITIONS PROVIDED WITH ANY OF THE CONTRACT ACTIVITIES, OR DOCUMENTATION HEREUNDER, EVEN IF ATTACHED TO THE STATE’S DELIVERY OR PURCHASE ORDER, WILL CONSTITUTE A PART OR AMENDMENT OF THIS CONTRACT OR IS BINDING ON THE STATE OR ANY AUTHORIZED USER FOR ANY PURPOSE. ALL SUCH OTHER TERMS AND CONDITIONS HAVE NO FORCE AND EFFECT AND ARE DEEMED REJECTED BY THE STATE AND THE AUTHORIZED USER, EVEN IF ACCESS TO OR USE OF THE CONTRACT ACTIVITIES REQUIRES AFFIRMATIVE ACCEPTANCE OF SUCH TERMS AND CONDITIONS. 4.53 Severability If any part of this Contract is held invalid or unenforceable, by any court of competent jurisdiction, that part will be deemed deleted from this Contract and the severed part will be replaced by agreed upon language that achieves the same or similar objectives. The remaining Contract will continue in full force and effect. 4.54 Waiver Failure to enforce any provision of this Contract will not constitute a waiver. Contract Number:MA230000001090 PAGE 53 of 62 Rev. 10-2023 4.55 Survival Any right, obligation or condition that, by its express terms or nature and context is intended to survive, will survive the termination or expiration of this Contract; such rights, obligations, or conditions include, but are not limited to, those related to transition responsibilities; indemnification; disclaimer of damages and limitations of liability; State Data; non-disclosure of Confidential Information; representations and warranties; insurance and bankruptcy. 4.56 Contract Modification This Contract 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 Contract unless it specifically states its intent to do so and cites the section or sections amended. Contract Number:MA230000001090 PAGE 54 of 62 Rev. 10-2023 FEDERAL PROVISIONS ADDENDUM This addendum applies to purchases that will be paid for in whole or in part with funds obtained from the federal government. The provisions below are required, and the language is not negotiable. Contractor agrees to comply with all obligations under federal rules or regulations for such funding, including but not limited to the provisions contained in this addendum. If any provision below conflicts with the State’s terms and conditions, including any attachments, schedules, or exhibits to this Contract, the provisions below take priority to the extent a provision is required by federal law; otherwise, the order of precedence set forth in the Contract applies. Further, Contractor agrees to, through a Contract Change Notice, append or modify specific federal provisions to this Contract, if reasonably necessary to keep the State and Contractor in compliance with federal funding requirements, and comply with the terms set forth therein. Hyperlinks are provided for convenience only; broken hyperlinks will not relieve Contractor from compliance with the law. A. Equal Employment Opportunity This Contract is not a “federally assisted construction contract” as defined in 41 CFR Part 60-1.3. B. Davis-Bacon Act (Prevailing Wage) This Contract is not a “federally assisted construction contract” as defined in 41 CFR Part 60-1.3, nor is it a prime construction contract in excess of $2,000. C. Copeland “Anti-Kickback” Act This Contract is not a “federally assisted construction contract” as defined in 41 CFR Part 60-1.3, nor is it a prime construction contract in excess of $2,000 where the Davis-Bacon Act applies. D. Contract Work Hours and Safety Standards Act The Contract does not involve the employment of mechanics or laborers. E. Rights to Inventions Made Under a Contract or Agreement If this Contract is funded by a federal “funding agreement” as defined under 37 CFR §401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. F. Clean Air Act and the Federal Water Pollution Control Act If this Contract is in excess of $150,000, the Contractor must comply with all applicable standards, orders, and regulations issued under the Clean Air Act (42 Contract Number:MA230000001090 PAGE 55 of 62 Rev. 10-2023 USC 7401-7671q) and the Federal Water Pollution Control Act (33 USC 1251-1387), and during performance of this Contract the Contractor agrees as follows: (1) Clean Air Act (i) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq. (ii) The Contractor agrees to report each violation to the State and understands and agrees that the State will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency or the applicable federal awarding agency, and the appropriate Environmental Protection Agency Regional Office. (iii) The Contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA or the applicable federal awarding agency. (2) Federal Water Pollution Control Act (i) The Contractor agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. (ii) The Contractor agrees to report each violation to the State and understands and agrees that the State will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency or the applicable federal awarding agency, and the appropriate Environmental Protection Agency Regional Office. (iii) The Contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA or the applicable federal awarding agency. G. Debarment and Suspension A “contract award” (see 2 CFR 180.220) must not be made to parties listed on the government-wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (51 FR 6370; February 21, 1986) and 12689 (54 FR 34131; August 18, 1989), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. (1) This Contract is a covered transaction for purposes of 2 C.F.R. Part 180 and 2 C.F.R. Part 3000. As such, the Contractor is required to verify that none of the Contractor’s principals (defined at 2 C.F.R. § 180.995) or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). Contract Number:MA230000001090 PAGE 56 of 62 Rev. 10-2023 (2) The Contractor must comply with 2 C.F.R. Part 180, subpart C and 2 C.F.R. Part 3000, subpart C, and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. (3) This certification is a material representation of fact relied upon by the State. If it is later determined that the contractor did not comply with 2 C.F.R. Part. 180, subpart C and 2 C.F.R. Part. 3000, subpart C, in addition to remedies available to the State, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. (4) The bidder or proposer agrees to comply with the requirements of 2 C.F.R. Part 180, subpart C and 2 C.F.R. Part 3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. H. Byrd Anti-Lobbying Amendment, 31 U.S.C. § 1352 (as amended) Contractor has applied or bid for an award of more than $100,000 and shall file the required certification in Exhibit 1 – Byrd Anti-Lobbying Certification attached to the end of this Addendum. Each tier certifies to the tier above that it will not and has not used federally appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, officer or employee of Congress, or an employee of a Member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Each tier shall also disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the recipient who in turn will forward the certification(s) to the federal awarding agency. I. Procurement of Recovered Materials If this Contract is a procurement to purchase products or items designated by the EPA under 40 C.F.R. part 247 during the course of a fiscal year, then under 2 CFR 200.323, Contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. (1) In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired: (i) Competitively within a timeframe providing for compliance with the contract performance schedule; (ii) Meeting contract performance requirements; or (iii)At a reasonable price. (2) Information about this requirement, along with the list of EPA- designated items, is available at EPA’s Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive- procurement-guideline-cpg-program. (3) The Contractor also agrees to comply with all other applicable requirements of Contract Number:MA230000001090 PAGE 57 of 62 Rev. 10-2023 Section 6002 of the Solid Waste Disposal Act. J. Prohibition on Contracting for Covered Telecommunications Equipment or Services Contractor acknowledges and agrees that Section 889(b) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019, Pub. L. No. 115-232 (the “McCain Act”), and 2 C.F.R. §200.216, prohibit the obligation or expending of federal award funds on certain telecommunication products or with certain entities for national security reasons on or after August 13, 2020. During performance of this Contract, the Contractor agrees as follows: (a)Definitions. As used in this Section J. Prohibition on Contracting for Covered Telecommunications Equipment or Services (“Section J”): (1) the terms “backhaul,” “critical technology,” “interconnection arrangements,” “reasonable inquiry,” “roaming,” and “substantial or essential component” have the meanings defined in 48 CFR § 4.2101; (2) the term “covered foreign country” has the meanings defined in § 889(f)(2) of the McCain Act; and (3) the term “covered telecommunications equipment or services” has the meaning defined in § 889(f)(3) of the McCain Act. (b)Prohibitions. (1) Unless an exception in paragraph (c) of this Section J applies, neither the Contractor nor any of its subcontractors may use funds received under this Contract to: (i) Procure or obtain any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology of any system; (ii) Enter into, extend, or renew a contract to procure or obtain any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology of any system; (iii)Enter into, extend, or renew a contract with an entity that uses any covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system; or (iv)Provide, as part of its performance of this contract, subcontract, or other contractual instrument, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. (c)Exceptions. (1) This Section J does not prohibit Contractor from providing— Contract Number:MA230000001090 PAGE 58 of 62 Rev. 10-2023 (i) A service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or (ii) Telecommunications equipment that cannot route or redirect user data traffic or permit visibility into any user data or packets that such equipment transmits or otherwise handles. (d)Reporting requirement. (1) In the event the Contractor identifies covered telecommunications equipment or services used as a substantial or essential component of any system, or as critical technology as part of any system, during contract performance, or the contractor is notified of such by a subcontractor at any tier or by any other source, the Contractor shall report the information in paragraph (d)(2) of this Section J to the recipient or subrecipient, unless elsewhere in this contract are established procedures for reporting the information. (2) The Contractor shall report the following information pursuant to paragraph (d)(1) of this Section J: (i) Within one business day from the date of such identification or notification: The contract number; the order number(s), if applicable; supplier name; supplier unique entity identifier (if known); supplier Commercial and Government Entity (CAGE) code (if known); brand; model number (original equipment manufacturer number, manufacturer part number, or wholesaler number); item description; and any readily available information about mitigation actions undertaken or recommended. (ii) Within 10 business days of submitting the information in paragraph (d)(2)(i) of this Section J: Any further available information about mitigation actions undertaken or recommended. In addition, the contractor shall describe the efforts it undertook to prevent use or submission of covered telecommunications equipment or services, and any additional efforts that will be incorporated to prevent future use or submission of covered telecommunications equipment or services. (e)Subcontracts. The Contractor shall insert the substance of this Section J, including this paragraph (e), in all subcontracts and other contractual instruments. K. Domestic Preferences for Procurements As appropriate, and to the extent consistent with law, the Contractor should, to the greatest extent practicable, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States. This includes, but is not limited to iron, aluminum, steel, cement, and other manufactured products. For purposes of this Section K – Domestic Preferences for Procurements: Contract Number:MA230000001090 PAGE 59 of 62 Rev. 10-2023 “Produced in the United States” means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. “Manufactured products” mean items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber. L. Affirmative Socioeconomic Steps For all contracts utilizing federal funding sources subject to Title 2 of the Code of Federal Regulations (C.F.R.) Part 200 issued on or after November 12, 2020, if subcontracts are to be let, the prime contractor is required to take all necessary steps identified in 2 C.F.R. § 200.321(b)(1)-(5) to ensure that small and minority businesses, women’s business enterprises, and labor surplus area firms are used when possible. M. Copyright and Data Rights Pursuant to 2 CFR § 200.315(b), the State may copyright any work which is subject to copyright and was developed, or for which ownership was acquired, under a Federal award. The Federal awarding agency reserves a royalty-free, nonexclusive and irrevocable right to reproduce, publish, or otherwise use the work for Federal purposes, and to authorize others to do so. N. Additional FEMA Contract Provisions This Contract does not involve purchases that will be paid for in whole or in part with funds obtained from the Federal Emergency Management Agency (FEMA). O. Other Federal Contract Provisions No additional federal provisions currently apply to this Contract. Contract Number:MA230000001090 PAGE 60 of 62 Rev. 10-2023 EXHIBIT 1 BYRD ANTI-LOBBYING CERTIFICATION Contractor must complete this certification if the purchase will be paid for in whole or in part with funds obtained from the federal government and the purchase is greater than $100,000. APPENDIX A, 44 C.F.R. PART 18 – CERTIFICATION REGARDING LOBBYING Certification for Contracts, Grants, Loans, and Cooperative Agreements The undersigned certifies, to the best of his or her knowledge and belief, that: 1.No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 2.If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form- LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions. 3.The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, Title 31, U.S. C. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Contract Number:MA230000001090 PAGE 61 of 62 Rev. 10-2023 The Contractor, County of Oakland, A Michigan Constitutional Corp., certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. Chap. 38, Administrative Remedies for False Claims and Statements, apply to this certification and disclosure, if any. Signature of Contractor’s Authorized Official Name and Title of Contractor’s Authorized Official Date Contract Number:MA230000001090 PAGE 62 of 62 Rev. 10-2023 State of Michigan Michigan Department of Health and Human Services SCHEDULE B PRICING MATRIX MDHHS must make payments to the Contractor based upon the following rates per unit of service delivered as identified below: Unit Title Rate Guaranteed Beds $853.72 per bed per day Filled Beds $853.72 per bed per day Payments must not exceed the amounts allocated as identified below. Payments made above the allocated amounts identified will require an amendment to the contract. Contract Period Contract Amount Begin date through September 30, 2026 $10,000,000.00 1) Dollar amounts allocated for Guaranteed beds are identified in the annual fiscal year Delivery Order (DO). 2) The annual fiscal year DO number must be included on all invoices to ensure prompt payment. Guaranteed Beds are the number of contracted beds guaranteed for MDHHS use but which do not result in placement. A monthly invoice must be submitted to MDHHS which identifies the number of guaranteed beds not filled. Payment for a guaranteed bed will be made via SIGMA. The number of Guaranteed Beds under this contract are identified in the table below. Filled Beds are the number of contracted beds in which a youth is placed. Payment for a filled bed is made via MiSACWIS/CCWIS. Service Code 745 Program Name Mandy's Place Number of Contracted Beds 10 Number of Guaranteed Beds 8 Filled Bed Effective Date 10/01/2023 Guaranteed Bed Effective Date 10/01/2023 Bridges Provider Number 6358407 MiSACWIS/CCWIS Provider Number 10400607