HomeMy WebLinkAboutReports - 2023.09.14 - 40546
AGENDA ITEM: Acceptance from the Michigan Department Health and Human Services for the FY
2024-2026 Title IV-E Cooperative Reimbursement Program
DEPARTMENT: Prosecuting Attorney's Office
MEETING: Board of Commissioners
DATE: Thursday, September 14, 2023 6:00 PM - Click to View Agenda
ITEM SUMMARY SHEET
COMMITTEE REPORT TO BOARD
Resolution #2023-3287
Motion to approve the contract between Oakland County and the Michigan Department of Health
and Human Services for FY 2024-2026 Title IV-E Client Services with the projected revenue of up to
$900,000 from October 1, 2023 through September 30, 2026 and authorize the Chair of the Board
of Commissioners to execute the contract award; further to amend the FY 2024 - 2026 budgets as
detailed in the attached Schedule A.
ITEM CATEGORY SPONSORED BY
Grant Penny Luebs
INTRODUCTION AND BACKGROUND
This contract renews services for the Michigan Department of Health and Human Services
(MDHHS) Title IV-E Agreement. Pursuant to and in compliance with MCL 712A.17(5), upon request
of the Department of Health and Human Services of the State of Michigan (MDHHS), “the
prosecuting attorney shall serve as a legal consultant” to the MDHHS and the Oakland County
Prosecuting Attorney does so serve as legal consultant to the MDHHS to provide legal consultation
regarding the abuse/neglect of children cases, court proceedings, establishment of protocol, petition
information and periodic strategy and training meetings with the MDHHS staff. The MDHHS is
required to comply with federal and state statutes governing investigation and placement of children
(See, MCL 722.622, et seq and CFR Title 45) and the Oakland County Prosecutor’s Office assists in
that compliance, resulting in better outcomes for Oakland County families and better foster care
case management. The contract is federal Title IV-E funds passed through MDHHS for the period
October 1, 2023 through September 30, 2026. The MDHHS has established the maximum amount
of $900,000 that the Prosecutor’s Office may bill for legal services during the contract period. The
grant match requirement is met by the use of Title IV-E funding the non-reimbursable portion of
costs for legal representation of the MDHHS staff, and the MDHHS contract agency staff. The
existing staff at the Oakland County Prosecutor’s Office that currently represent the MDHHS will
continue to do so under the new contract with no new positions requested.
This contract has been reviewed and approved in accordance with the Board of Commissioners
Grant Procedures.
BUDGET AMENDMENT REQUIRED: Yes
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
Kelly Collins, Chief Prosecuting Attorney
ITEM REVIEW TRACKING
Aaron Snover, Board of Commissioners Created/Initiated - 9/14/2023
AGENDA DEADLINE: 09/14/2023 6:00 PM
ATTACHMENTS
1. FY24-FY26 CRP Title IV-E Foster Care Grant SCHEDULE A
2. Grant Review Sign-Off
3. Award_AWD00369__FY2024-FY2026_Title_IV-
E_Client_Services_10_01_2023_for_$900,000.00
4. MA23-617 CONTRACT
COMMITTEE TRACKING
2023-09-05 Public Health & Safety - Recommend and Forward to Finance
2023-09-06 Finance - 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
Oakland County, Michigan
PROSECUTOR'S OFFICE - 2024 - 2026 TITLE IV-E CLIENT SERVICES CONTRACT GRANT PROGRAM
Schedule "A" DETAIL
R/E Fund Name Division Name
Fund #
(FND)
Cost Center
(CCN) #
Account #
(RC/SC)
Program #
(PRG)
Grant ID
(GRN) #
Project ID #
(PROJ)
Regio
n
(REG)
Budget
Fund
Affiliat
e (BFA)
Ledger
Account
Summar
y Account Title
FY 2024
Amendment FY 2025
Amendment
FY 2026
Amendment
R General Fund Grants Prosecuting Attorney Litigation FND10101 CCN4010201 RC610313 PRG122060 GRN-1004161 610000 Federal Operating Grants $300,000 $300,000 $300,000
R General Fund Grants Prosecuting Attorney Litigation FND10101 CCN4010201 RC610313 PRG122060 GRN-1002436 610000 Federal Operating Grants $(205,000)$(205,000)$(205,000)
Total Revenues $95,000 $95,000 $95,000
E General Fund Non-Departmental FND10100 CCN9090101 SC730359 PRG196030 730000 Contingency $95,000 $95,000 $95,000
Total Expenditures $95,000 $95,000 $95,000
GRANT REVIEW SIGN OFF – Prosecuting Attorney
=====================================================================
GRANT NAME: FY 2024-FY 2026 Cooperative Reimbursement Program (CRP) Grant
FUNDING AGENCY: Michigan Department of Health & Human Services
DEPARTMENT CONTACT: Kelly Collins, 858-8797
STATUS: Acceptance (Greater than $10,000)
DATE: 08/21/2026
Please be advised that the captioned grant materials have completed internal grant review. Below are the returned
comments.
The Board of Commissioners’ liaison committee resolution and grant acceptance package (which should include this sign-
off and the grant agreement/contract with related documentation) may be requested to be placed on the agenda(s) of the
appropriate Board of Commissioners’ committee(s) for grant acceptance by Board resolution.
DEPARTMENT REVIEW
Management and Budget:
Approved – Sheryl Johnson (08/21/2023)
Human Resources:
Approved by Human Resources. No new position impact. – Heather Mason (08/18/2023)
Risk Management:
Approved. No County insurance requirements. – Robert Erlenbeck (08/17/2023)
Corporation Counsel:
Approved – Heather Lewis (08/17/2023)
View Event: Award:AWD00369: FY2024-
FY2026 Title IV-E Client Services 10/01/2023
for $900,000.00
02:31 PM
08/21/2023
Page 1 of 9
For AWD00369: FY2024-FY2026 Title IV-E Client Services 10/01/2023 (version 0)
Overall Process Award:AWD00369: FY2024-FY2026 Title IV-E Client Services 10/01/2023 for $900,000.00
Overall Status Successfully Completed
Due Date 07/29/2023
Calendars In Use Consecutive Days (No Calendars Selected)
Details
Award AWD00369: FY2024-FY2026 Title IV-E Client Services 10/01/2023 (version 0)
Award Number AWD00369
Award Status Approved
Version 0
Version Status Award In Effect
Award
Company Oakland County
Name FY2024-FY2026 Title IV-E Client Services
Award Lifecycle Status Open
Grantor Award Reference Number
Award Date 10/01/2023
Award Signed Date 09/30/2026
Award Type Other Awards
Award Tier 3 - $250,001 - $999,999
Institutional Id
Spend Restriction Default
Award Group 16 - Raquel
Award Contract Owner Kelly Collins (13652)
Grantor
Is Subaward No
Prime Grantor
Grantor Michigan Department of Health and Human Services
Bill-To Grantor Michigan Department of Health and Human Services
Letter of Credit
Document ID
Award Billing Sequence Active No
View Event: Award:AWD00369: FY2024-
FY2026 Title IV-E Client Services 10/01/2023
for $900,000.00
02:31 PM
08/21/2023
Page 2 of 9
Award Amounts
Currency USD
Zero Amount Award
Grantor Direct Cost 900,000.00
Grantor Indirect Cost 0.00
Grantor Total 900,000.00
Match Total 0.00
Award Total 900,000.00
Entered Line Amount 900,000.00
Authorized Amount 900,000.00
Billing Limit Override 0.00
Billed To Date 0.00
Match Required by Grantor No
Award Calendar
Award Schedule FY2023-FY2026 Title IV-E Client Services
Start Date 10/01/2023
End Date 09/30/2026
Contract Start Date 10/01/2023
Contract End Date 09/30/2026
Proposal
Federal Award Id Number
CFDA Number
CFDA Description
Proposal ID
Proposal Version
Related Proposals
Award Line Summary
Line Line
Number Grant Revenue
Category
Line
Type
Line
Status Line Amount Billing
Schedule
Scheduled, In
Progress, and
Ready To Bill
Amount
Billed
Amount From Date To Date
AWD00369
RC610313 - Federal
Operating Grants
(Line 1)
1 GRN-1004161 FY
2024-2026 Title
IV-E Client
Services Contract
RC610313 -
Federal
Operating
Grants
Fixed
Amount
Active 900,000.00 0.00 0.00 10/01/2023 09/30/2026
View Event: Award:AWD00369: FY2024-
FY2026 Title IV-E Client Services 10/01/2023
for $900,000.00
02:31 PM
08/21/2023
Page 3 of 9
Line Line
Number Grant Revenue
Category
Line
Type
Line
Status Line Amount Billing
Schedule
Scheduled, In
Progress, and
Ready To Bill
Amount
Billed
Amount From Date To Date
AWD00369
RC695500 -
Transfers In (Line 2)
2 GRN-1004174
GRN-1004161 FY
2024-2026 Title
IV-E Client
Services Contract
match
RC695500 -
Transfers In
Fixed
Amount
Active 0.00 0.00 0.00 10/01/2023 09/30/2026
Award Lines
Award Line AWD00369 RC610313 - Federal Operating Grants (Line 1)
Line Number 1
Billed Amount 0.00
Line Status Active
Line Item Details
Company Oakland County
Line Type Fixed Amount
Primary Yes
Grant GRN-1004161 FY 2024-2026 Title IV-E Client Services Contract
Line Amount 900,000.00
Revenue Category RC610313 - Federal Operating Grants
Award Line Lifecycle Status Open
Spend Restriction
Line Item Description
Deferred Revenue No
Line CFDA Number
Line CFDA Description
Indirect Cost
Current Rate 0.00%
Rate Agreement 0% Rate (01/01/1900)
Basis Type Total Direct Costs
Object Class Set Standard
Cost Rate Type Oakland County
Exception
Revenue Allocation Profile Non-Departmental General Fund & Finance Program
View Event: Award:AWD00369: FY2024-
FY2026 Title IV-E Client Services 10/01/2023
for $900,000.00
02:31 PM
08/21/2023
Page 4 of 9
Basis Limit
Additional Information
From Date 10/01/2023
To Date 09/30/2026
Memo
Cost Center
Program
*Fund FND10101 General Fund-Grants
Additional Worktags
Subrecipient
Line Federal Award Id Number
Award Lines
Award Line AWD00369 RC695500 - Transfers In (Line 2)
Line Number 2
Billed Amount 0.00
Line Status Active
Line Item Details
Company Oakland County
Line Type Fixed Amount
Primary
Grant GRN-1004174 GRN-1004161 FY 2024-2026 Title IV-E Client Services Contract match
Line Amount 0.00
Revenue Category RC695500 - Transfers In
Award Line Lifecycle Status Open
Spend Restriction
Line Item Description
Deferred Revenue No
Line CFDA Number
Line CFDA Description
Indirect Cost
Current Rate 0.00%
Rate Agreement 0% Rate (01/01/1900)
View Event: Award:AWD00369: FY2024-
FY2026 Title IV-E Client Services 10/01/2023
for $900,000.00
02:31 PM
08/21/2023
Page 5 of 9
Basis Type Total Direct Costs
Object Class Set Standard
Cost Rate Type Oakland County
Exception
Revenue Allocation Profile Non-Departmental General Fund & Finance Program
Basis Limit
Additional Information
From Date 10/01/2023
To Date 09/30/2026
Memo
Cost Center
Program
*Fund FND10101 General Fund-Grants
Additional Worktags
Subrecipient
Line Federal Award Id Number
Award Notes
Notes
Title IV-E regulations allow a state to use Title IV-E funding for a maximum 50% reimbursement of costs for legal representation of the Department of Health and Human Services staff,
and Department of Health and Human Services contract agency staff.
The monthly payment = the actual expenditures x the county reimbursement rate. The county reimbursement rate is determined by the federal IV-E administrative cost reimbursement
rate (50%), multiplied by the percentage of IV-E eligible children in out-of-home care
in the county (penetration rate).
Please Note: Costs incurred outside the term of the Contract shall not be eligible for reimbursement. The unit rate(s) established in this Contract shall remain fixed for the initial term of
the Contract.
Assigned Roles
Assignable Role Assigned To
Grant Review Information
View Event: Award:AWD00369: FY2024-
FY2026 Title IV-E Client Services 10/01/2023
for $900,000.00
02:31 PM
08/21/2023
Page 6 of 9
Grant Review Information Type Comment
17. Grantor Submission Due Date:10/1/2023
16. Match/Source (if applicable):Yes, Monthly Payment=Unit Rate x 50% (statewide IV-E penetration rate + General Fund Contribution) x 50% (County Share)
15. Total Budget:$900,000.00
14. Grantor Funds:$900,000.00
13. Grant Related Position(s):P0002423;P00002204;P00007292;P00006792;P00000107;P00006016;P00004807;P00001670;P00001962;P00009200;P00001839;P0000047
5;P00002827;P00001742;P00001984;P00000295;P00003474;P00002011;P00007530;P00001578;P00007253;P00006913
12. New Grant Funded Position(s)
Request:
None
11. Prior Year Total Funding:2,650,000.00
10. Funding Continuation:New
09. IT Resources (New Computer
Hardware/Software Needs or
Purchases):
n/a
08. New Facility/Office Space Needs:None
07. Contract - Indicate Contractor(s) and
Service/Product(s):
Legal Representation-Prosecuting Attorney Foster Care
06. Will you issue subaward(s) –
Indicate Agency(ies):
No
05. Original Source of Funding:Michigan Department of Health and Human Services
04. Document Identification Number:MA230000000617
03. Department Contact Name/Number:Kelly Collins (248) 858-8797
02. Operating Department:Prosecutor's Office, Juvenile Division
01. Due Date for Reviewer Comments:8/21/2023
Attachments
Attachment Attachment Category
MA23-617 CONTRACT.pdf Notice of Award/Agreement
Misc. Resolution MA23 617.docx Miscellaneous Resolution
Budget
Award Budget Defaults
Default Budget Structure Award - Total Expense by Grant
Default Entry Type Project and Award
Default Balanced Amendment No
Details
Budget Template Award - Total Expense by Grant : AWD00369: FY2024-FY2026 Title IV-E Client Services 10/01/2023 (version 0)
View Event: Award:AWD00369: FY2024-
FY2026 Title IV-E Client Services 10/01/2023
for $900,000.00
02:31 PM
08/21/2023
Page 7 of 9
Budget AWD00369: FY2024-FY2026 Title IV-E Client Services 10/01/2023 (version 0)
Budget Check Enabled Yes
Budget Check Options
Include Reserved Journal Lines Yes
Allow Credit Transactions to Pass Yes
Budget Check Option Warn
Evaluation Date Budget Date
Cumulative Control Periods Yes
Budget Check Control Periods Control by Duration
Ledger Types for Budget Check Actuals
Commitments
Obligations
Allow Budget Check Override No
Budget Information
Company Oakland County
Budget Structure Award - Total Expense by Grant
Years FY2023-FY2026 1
Entry Type Project and Award
Currency USD
AWD00369: FY2024-FY2026 Title IV-E Client Services 10/01/2023 (version 0)
Award Amount
900,000.00
Budget Period
900,000.00
Budget Lines
Budget Period
*Ledger Account/Summary *Grant
Amount
Master Account Set: Expense GRN-1004161 FY 2024-2026 Title IV-E Client
Services Contract
900,000.00
Subtotals
Budget Period 900,000.00
Process
Process History
View Event: Award:AWD00369: FY2024-
FY2026 Title IV-E Client Services 10/01/2023
for $900,000.00
02:31 PM
08/21/2023
Page 8 of 9
Process Step Status Completed On Due Date Person (Up to 5)All Persons Comment
Award Event Award Event Step Completed 07/27/2023 02:57:41
PM
07/29/2023 Rolanda Peet (41398)1
Award Budget Hub
Event
Award Budget Hub
Event
Step Completed 08/01/2023 10:09:55
AM
Rolanda Peet (41398)
(Initiator)
1
Budget Event Budget Event Approved 08/01/2023 10:10:28
AM
Rolanda Peet (41398)
(Initiator)
1
Budget Event To Do: Financial Budget
Approval Confirmation
Not Required 0
Budget Event Approval by Budget
Manager
Not Required 0
Award Event Review Award Withdrawn 07/29/2023 0
Award Event Award Event Step Completed 08/16/2023 09:58:35
AM
07/29/2023 Rolanda Peet (41398)1
Award Budget Hub
Event
Award Budget Hub
Event
Withdrawn 0
Award Event Award Event Step Completed 08/16/2023 09:59:03
AM
07/29/2023 Rolanda Peet (41398)1
Award Budget Hub
Event
Award Budget Hub
Event
Step Completed 08/16/2023 10:00:41
AM
Rolanda Peet (41398)
(Initiator)
1
Budget Event Budget Event Approved 08/17/2023 09:41:09
AM
Rolanda Peet (41398)
(Initiator)
1
Budget Event To Do: Financial Budget
Approval Confirmation
Not Required 0
Budget Event Approval by Budget
Manager
Not Required 0
Award Event Review Award Approved 08/17/2023 11:35:29
AM
07/29/2023 Terri Brockmiller (28982)
(Grant Budget Specialist)
1
Award Event Review Award Approved 08/17/2023 02:25:08
PM
07/29/2023 Tifanny Keyes-Bowie
(12452) (Sponsored
Programs Manager)
1 Tifanny Keyes-Bowie:
Please Note:
Miscellaneous Resolution
is subject to review by
Human Resources and
Fiscal Services for
personnel changes and/or
budget amendment.
Award Event Approval by Added
Approvers
Approved 08/17/2023 03:07:12
PM
08/24/2023 Robert Erlenbeck (27643)
(Grant Review
Departments)
1 Robert Erlenbeck: No
County insurance
requirements.
Award Event Approval by Grant
Review Departments
(All)
Approvers Added 08/17/2023 04:03:52
PM
08/24/2023 Kate Saranas (29532)
(Grant Review
Departments)
1 Kate Saranas: Assigned
attorney
Award Event Approval by Grant
Review Departments
(All)
Approved 08/17/2023 04:03:52
PM
08/24/2023 Kate Saranas (29532)
(Grant Review
Departments)
1
View Event: Award:AWD00369: FY2024-
FY2026 Title IV-E Client Services 10/01/2023
for $900,000.00
02:31 PM
08/21/2023
Page 9 of 9
Process Step Status Completed On Due Date Person (Up to 5)All Persons Comment
Award Event Approval by Added
Approvers
Approved 08/17/2023 05:09:50
PM
08/24/2023 Heather Lewis (28550)1
Award Event Approval by Added
Approvers
Approved 08/18/2023 08:20:06
AM
08/24/2023 Heather Mason (14906)
(Grant Review
Departments)
1 Heather Mason: Approved
by Human Resources. No
new position impact.
Award Event Approval by Added
Approvers
Approved 08/21/2023 12:55:35
PM
08/24/2023 Sheryl Johnson (41706)
(Grant Review
Departments)
1
Budget Event To Do: Enable Budget
Check
Not Required 0
Budget Event To Do: Enable Budget
Check - Financial
Budget
Not Required 0
Budget Event To Do: Project Budget
has been entered and
approved
Not Required 0
Award Billing Schedule
Event
Award Billing Schedule
Event
Awaiting Action Michelle Coburn (43798)
(Grant Accountant -
Intersection)
1
Remaining Process
Click on the button below to review remaining process details.
State of Michigan
Department of Health and Human Services
Bureau of Grants Purchasing (BGP)
PO Box 30037, Lansing, MI 48909
Or
235 S. Grand Avenue, Suite 1201, Lansing, MI 48933
CONTRACT NUMBER:MA230000000617
Between
THE STATE OF MICHIGAN
DEPARTMENT OF HEALTH AND HUMAN SERVICES
And
CONTRACTOR PRIMARY CONTACT EMAIL
County of Oakland Prosecuting Attorney Kelly Collins collinsk@oakgov.com
CONTRACTOR ADDRESS TELEPHONE
1200 N. Telegraph Rd., Bldg 12E, Pontiac, MI 48341 248-858-8797
STATE CONTACT NAME TELEPHONE EMAIL
Contract Administrator Tina Root 231-357-9054 roott2@michigan.gov
BGP Analyst Amanda Herren 517-335-0153 herrena1@michigan.gov
CONTRACT SUMMARY
SERVICE DESCRIPTION Legal Representation-Prosecuting Attorney Foster Care
GEOGRAPHIC AREA Oakland County
INITIAL TERM EFFECTIVE DATE*EXPIRATION DATE AVAILABLE OPTION YEARS
3 years October 1, 2023 September 30, 2026 2, one-year options
MISCELLANEOUS INFORMATION PROFC24
ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $900,000.00
CONTRACT TYPE Unit Rate
*The effective date of this Contract shall be the date listed in the “Effective Date” box above, or the date of Michigan
Department of Health and Human Services (MDHHS) signature below, whichever is later.
The undersigned have the lawful authority to bind the Contractor and MDHHS to the terms set forth in this 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 Prosecuting Attorney
MICHIGAN DEPARTMENT OF HEALTH AND
HUMAN SERVICES
Contractor
Signature of Director or Authorized Designee Signature of Director or Authorized Designee
Christine H. Sanches
Director, Bureau of Grants and Purchasing
Print Name Print Name
Date Date
Contract Number:MA230000000617
PAGE 2 of 38
Rev. 3-18
This Contract will be in effect from the date of 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 in writing by an amendment not
less than 30 days before its expiration. This Contract may be renewed for up to two additional
one-year periods.
Contract Period Amount
Begin Date through September 30, 2026 $900,000.00
Total Amount:$900,000.00
1. PROGRAM REQUIREMENTS
1.1. Client Eligibility Criteria
a. All clients must be involved in court proceedings regarding the abuse and
neglect of children. Delinquency cases are not eligible for service under this
Contract.
b. Determination of Eligibility
Eligibility is determined by MDHHS.
1.2. Reserved
2. CONTRACTOR RESPONSIBILITIES
2.1. Email Address
The Contractor authorizes MDHHS to use the contact information below to send
Contract related notifications/information. The Contractor shall provide MDHHS
with updated contact information if it changes.
Contact email address: collinsk@oakgov.com
2.2. Geographic Area
The Contractor shall provide services described herein in the following geo-
graphic area: Oakland County
2.3. Location of Facilities
Contract Number:MA230000000617
PAGE 3 of 38
Rev. 3-18
The Contractor shall provide services described herein at the following location(s):
County Courthouse
MDHHS Local Office
Other locations determined by a court or the need of the child/ren
2.4. Credentials
The Contractor shall assure that appropriately credentialed or trained staff under
its control, including Contractor employees and/or subcontractors, shall perform
functions under this Contract.
The Prosecuting Attorney and his/her designee must possess a Law Degree from
an accredited law school and be licensed to practice law in the State of Michigan
by the Michigan Bar Association, with membership in good standing.
2.5. Services to be Delivered
Service #1 of 1: Legal Representation
a. Activities the Contractor shall perform:
The Contractor shall:
1) Provide legal representation to MDHHS and/or designee in court
proceedings regarding the abuse/neglect of children. Notify MDHHS in
the event that legal representation is not agreed upon, as described below
in Service #1 of 1, 5).
2) Advise MDHHS staff and/or designee, when requested and within
statutory time frames, on the legal sufficiency of the petition, information,
and proofs.
3) Provide legal representation to MDHHS and/or designee throughout the
court process, including, if necessary, any appeals.
4) Meet with MDHHS staff and/or designee for the purpose of:
a) Advising with regard to present sufficiency of evidence necessary to
proceed to court.
b) Reviewing proposed petition for legal and evidentiary sufficiency and
proofs, with regard to the disposition sought, prior to filing.
c) Providing appropriate assistance as determined by MDHHS and the
Contractor in preparing for all phases of the court hearing process
Contract Number:MA230000000617
PAGE 4 of 38
Rev. 3-18
(i.e., preliminary hearing, adjudication, dispositional, review and
permanency/termination).
d) Determining the witnesses, exhibits, and other evidence necessary
for all hearings.
e) Ensuring that all witnesses are subpoenaed.
f) Advising with regard to any follow-up preparations required for future
hearings.
g) Providing legal representation for any negotiations which pertain to
plea agreements or settlements.
5) In the event that the Contractor determines that it cannot represent or
continue its representation of MDHHS due to a conflict or fundamental
disagreement as to the manner to proceed in a given case, the Contractor
shall provide notification of such information, on a case by case basis,
forty-eight hours prior to court proceedings so that MDHHS may obtain
alternate counsel. The Contractor shall support MDHHS to adjourn
hearings pending new counsel.
6) Prepare, record, and maintain any/all documentation required for the
provision of service to eligible clients.
b. Eligible activities:
1. Independent investigation of the facts of the case, including interacting
with law enforcement
2. Meeting with clients
3. Attending case planning meetings
4. Providing legal interpretations
5. Preparing briefs, memos, and pleadings
6. Obtaining transcripts
7. Interviewing and preparing client and witnesses for hearings
8. Hearing presentation
9. Maintaining files
10. Supervising attorneys, paralegals, investigators, peer partners or social
workers that support an attorney in providing independent legal
representation to prepare for and participate in all stages of foster care
legal proceedings
11. Filing child abuse and neglect petitions for candidates for foster care
Contract Number:MA230000000617
PAGE 5 of 38
Rev. 3-18
12. Court fees to file a petition for a judicial determination required under
Title IV-E
13. Appellate work in reference to foster care legal proceedings
c. Unit Definition: One unit equals one hour of the Prosecutor’s and/or Assistant
Prosecutor’s time [exclusive of travel time] providing services to MDHHS staff
or their designated agent as outlined above.
2.6. Expected Performance Outcomes
During the Contract, the Contractor shall demonstrate measurable progress
toward the achievement of the outcomes listed below:
a. MDHHS or designee shall receive legal representation from the Contractor at
all proceedings the court requires the Contractor to attend, as agreed upon by
the parties.
b. MDHHS or designee shall receive legal representation from the Contractor for
the purpose of providing evidence and testimony to the court for: contrary to
the welfare, reasonable efforts, and permanency findings.
c. MDHHS staff, which includes its designees, shall receive appropriate
assistance from the Contractor in preparing for all court hearings, as agreed
upon by the parties. MDHHS shall actively facilitate the contractual
relationship between the Contractor and its designees relative to the legal
representation provided herein.
2.7. Reporting Requirements
The Contractor shall submit to MDHHS reports that indicate the status and
effectiveness of activities performed under this Contract as indicated:
a. Supporting documentation that includes the number of actual hours of service
delivered by the Prosecuting Attorney for the representation of referred child
abuse/neglect cases, including the child’s first and last name, and date[s] of
service delivery. This documentation shall be submitted via an Electronic
Payment Request (EPR).
2.8. Audit Requirements
Contractor/Vendor Relationship
This Contract constitutes a contractor/vendor relationship with MDHHS. No
financial audit is required under this Contract by MDHHS. No financial audit costs
are allowed to be billed to this Contract. In the event the Contractor elects to have
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a financial audit performed, the submission of the audit report to MDHHS is not
required nor desired unless there is a finding of a Going Concern.
The Contractor must immediately report to the MDHHS Bureau of Audit,
Reimbursement, and Quality Assurance accounting irregularities including
noncompliance with provisions of this Contract.
2.9. Client Records
For each eligible client served under this Contract, the Contractor shall maintain
client case records consisting of:
a. Eligibility certification documents.
b. Date of contact with client.
c. Problem identification.
d. Methods of service delivery.
e. Significant contacts with client and significant events.
f. Other material related to this Contract as may be specified by MDHHS.
2.10. Reserved
2.11. Fiscal Requirements
The Contractor shall install and maintain an accounting system to identify and
support all expenditures billed to MDHHS under this Contract. The accounting
system must record all income and expenses for the Contractor’s total program
of which services provided under this Contract are a part. The accounting system,
as a minimum, shall consist of a chart of accounts, cash receipts journal, cash
disbursements journal, and general ledger. All expenditures and income must be
supported by vouchers and receipts that detail the reason for the transaction.
2.12. Billing
The Contractor shall bill MDHHS using the unit rate established in the Schedule
B Pricing Matrix.
All invoices submitted to MDHHS must include: (a) date, (b) Contract number, (c)
Delivery Order Number (d) description and dates of Contract Activities performed,
(e) unit price, (f) number of units, and (g) total cost. All invoices should reflect
actual work done. Invoices must be submitted as directed by the fiscal year
delivery order
2.13. Criminal Background Check
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
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be conducted an Internet Criminal History Access Tool (ICHAT) check and a
national and state sex offender registry check for each new employee, employee,
subcontractor, subcontractor employee, or volunteer who, under this Contract,
works directly with clients or has access to client information.
Information about ICHAT can be found at http://apps.michigan.gov/ichat.
The Michigan Public Sex Offender Registry website address is
http://www.mipsor.state.mi.us.
The National Sex Offender Public website address is http://www.nsopw.gov.
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 a Central Registry (CR) check for each new employee, employee,
subcontractor, subcontractor employee, or volunteer who, under this Contract,
works directly with children.
Information about CR can be found at http://www.mi.gov/dhs/0,1607,7-124-
5452_7119_48330-180331--,00.html.
The Contractor shall require each new employee, employee, subcontractor,
subcontractor employee, or volunteer who, under this Contract, works directly
with clients or who has access to client information to notify the Contractor in
writing of criminal convictions (felony or misdemeanor), pending felony charges,
or placement on the Central Registry as a perpetrator, at hire or within 10 days of
the event after hiring.
The Contractor further certifies that the Contractor shall not submit claims for or
assign duties under this Contract to any new employee, employee, subcontractor,
subcontractor employee, or volunteer based on a determination by the Contractor
that the results of a positive ICHAT and/or a CR response or reported criminal
felony conviction or perpetrator identification make the individual ineligible to
provide the services.
The Contractor must have a written policy describing the criteria on which its
determinations shall be made and must document the basis for each
determination. The Contractor may consider the recency and type of crime when
making a determination. Failure to comply with this provision may be cause for
immediate cancellation of this Contract. In addition, the Contractor must further
have a clearly defined written policy regarding acceptable screening practices of
new staff members and volunteers who have direct access to clients and/or
client’s personal information. These screening practices serve to protect the
organization and its clients. The Contractor must also assure that any
subcontractors have both of these written policies.
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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 any and/or all billed services for the period
that the required checks had not been completed.
2.14. Reserved
2.15. Recoupment of Funding and Repayment of Debts
a. Recoupment of Funding
If the Contractor fails to comply with requirements as set forth in this Contract,
or fails to submit a revised invoice within allotted time frames established by
MDHHS in consultation with the Contractor, MDHHS may, at its discretion,
recoup or require the Contractor to reimburse payments made under this
Contract which MDHHS has determined that the Contractor has been
overpaid. The Contractor is liable for any cost incurred by MDHHS in the
recoupment of any funding.
Upon notification by MDHHS that repayment is required, the Contractor shall
make payment directly to MDHHS within 30 days or MDHHS may withhold
current or future payments made under this or any other agreements, current
or future, between MDHHS and the Contractor.
If the Contractor fails to: (1) correct noncompliance activities identified by
MDHHS, (2) submit revised billings as requested as part of a corrective action
plan when required; or (3) remit overpayments or make arrangements to have
the overpayments deducted from future payments within 30 days, such failure
shall constitute grounds to terminate immediately any or all of MDHHS’
agreements 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 Debts and Other Amounts due MDHHS
By entering into this Contract, the Contractor agrees to honor all prior
repayment agreements established by MDHHS with the Contractor or
Contractor’s predecessors. If the Contractor has an outstanding debt due to
MDHHS but does not have a repayment agreement, the Contractor agrees to
make monthly payments to MDHHS at an amount not less than 5% of any
outstanding balance and to begin on the date this Contract is executed.
If the Contractor fails to honor prior repayment agreements, or the Contractor
fails to begin repayment on an obligation due MDHHS that is not subject to a
repayment agreement, MDHHS will initiate the administrative process to
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reduce payments to the Contractor under this Contract to recoup the debt.
The payment reduction will be made at the amount originally established in
the repayment agreement or at an amount not less than 5% of any
outstanding balance effective on the date this Contract is executed.
2.16 Ordering
The appropriate authorizing document for the Contract will be a delivery order.
3. MDHHS RESPONSIBILITIES
3.1. Maximum Amount of Contract
MDHHS hereby agrees to pay the Contractor an amount not to exceed the total
contract amount in Schedule B Pricing Matrix for services performed in
accordance with the terms of this Contract exclusively during the period identified
in Schedule B Pricing Matrix.
Refer to Schedule B Pricing Matrix for established pricing.
3.2. Performance Evaluation and Monitoring
The services provided by the Contractor under this Contract shall be evaluated
and assessed at least annually by MDHHS on the basis of the criteria outlined in
Section 2.6.
MDHHS shall perform contract monitoring through activities such as:
a. Auditing expenditure reports.
b. Conducting on-site monitoring.
c. Reviewing and analyzing reports.
4. STANDARD 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 2.5 – Services to be Delivered.
Contractor must:
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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 this Contract;
c. Provide all Contract Activities in good quality, with no material defects;
d. Not interfere with MDHHS’s operations;
e. Obtain and maintain all necessary licenses, permits or other authorizations
necessary for the performance of this Contract;
f. Cooperate with MDHHS, including MDHHS’s quality assurance personnel,
and any third party to achieve the objectives of this Contract;
g. Return to MDHHS any State-furnished equipment or other resources in the
same condition as when provided when no longer required for this 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 this 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 this Contract except as
mandated by federal disaster response requirements.
Any breach under this provision is considered a material breach.
Contractor must also be clearly identifiable while on State property by wearing
identification issued by the State, and clearly identify themselves whenever
making contact with the State.
4.2 Notices
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.
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4.6 Reserved
4.7 Liability
The Contractor assumes all liability to third parties, loss, or damage as a result
of claims, demands, costs, or judgments arising out of activities, such as direct
activity delivery, to be carried out by the Contractor in the performance of this
agreement, under the following conditions:
A. The liability, loss, or damage is caused by, or arises out of, the actions
of or failure to act on the part of the Contractor, any of its subcontractors,
or anyone directly or indirectly employed by the grantee.
B. Nothing herein shall be construed as a waiver of any governmental
immunity that has been provided to the Contractor or its employees by
statue or court decisions.
The Department is not liable for consequential, incidental, indirect or special
damages, regardless of the nature of the action.
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.
4.9 Relationship of the Parties
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.
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4.10 Intellectual Property Rights
If Section 2.5, Services to be Delivered, requires 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 this 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
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 this Contract to a
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Rev. 3-18
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; or
f. The board (or the stockholders) approves a plan of complete liquidation.
A change of control does not include any consolidation or merger effected
exclusively to change the domicile of Contractor, or any transaction or series
of transactions principally for bona fide equity financing purposes.
In the event of a change of control, Contractor must require the successor to
assume this Contract and all of its obligations under this Contract t.
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 2.5 – Services to be Delivered. 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 4.23, Termination for Cause.
Within 10 business days from the date of Contractor’s receipt of notification of
acceptance with deficiencies or rejection of any Contract Activities, Contractor
must cure, at no additional cost, the deficiency and deliver unequivocally
acceptable Contract Activities to MDHHS. If acceptance with deficiencies or
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Rev. 3-18
rejection of the Contract Activities impacts the content or delivery of other non-
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 this 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 2.5 – Services to be Delivered. Invoices must include an
itemized statement of all charges. MDHHS is exempt from State sales tax for
direct purchases and may be exempt from federal excise tax, if Services
purchased under this 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
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Rev. 3-18
provide payment. Without prejudice to any other right or remedy it may have,
MDHHS reserves the right to set off at any time any amount then due and
owing to it by Contractor against any amount payable by MDHHS to Contractor
under this 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 Liquidated Damages
Liquidated damages, if applicable, will be assessed as described in a
Statement of Work. The parties understand and agree that any liquidated
damages (which includes but is not limited to applicable credits) set forth in
this Contract are reasonable estimates of the State’s damages in accordance
with applicable law. The parties acknowledge and agree that Contractor could
incur liquidated damages for more than 1 event. The assessment of liquidated
damages will not constitute a waiver or release of any other remedy the State
may have under this Contract for Contractor’s breach of this Contract,
including without limitation, the State’s right to terminate this Contract for cause
under Section 4.24 and the State will be entitled in its discretion to recover
actual damages caused by Contractor’s failure to perform its obligations under
this Contract. However, the State will reduce such actual damages by the
amounts of liquidated damages received for the same events causing the
actual damages. Amounts due the State as liquidated damages may be set off
against any fees payable to Contractor under this Contract, or the State may
bill Contractor as a separate item and Contractor will promptly make payments
on such bills.
4.23 Stop Work Order
MDHHS may suspend any or all activities under this 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,
or (b) terminate this Contract or purchase order. MDHHS will not pay for
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Contract Activities, Contractor’s lost profits, or any additional compensation
during a stop work period.
4.24 Termination for Cause
MDHHS may terminate this Contract for cause, in whole or in part, if
Contractor, as determined by MDHHS:
a. Endangers the value, integrity, or security of any facility, data, or personnel;
b. Becomes insolvent, petitions for bankruptcy court proceedings, or has an
involuntary bankruptcy proceeding filed against it by any creditor;
c. Engages in any conduct that may expose MDHHS to liability;
d. Breaches any of its material duties or obligations under this Contract; or
e. 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.
If MDHHS terminates this Contract under this Section, MDHHS will issue a
termination notice specifying whether Contractor must: (a) 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 (b) continue to perform for a specified period. If it is
later determined that Contractor was not in breach of this 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 4.24, 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
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Contractor must: (a) cease performance of the Contract Activities immediately.
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 A Contract Activities in accordance with Section
4.25, 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 A 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,
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property, and confidential information provided directly or indirectly to the
Contractor by any entity, agent, vendor, or employee of the State.
4.28 Reserved
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 this 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
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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.
4.32 State Data
All data and information provided to Contractor by or on behalf of MDHHS, and
all data and information derived therefrom, is the exclusive property of MDHHS
(“State Data”); this definition is to be construed as broadly as possible. Upon
request, Contractor must provide to MDHHS, or a third party designated by
MDHHS, all State Data within 10 calendar days of the request and in the format
requested by MDHHS. Contractor will assume all costs incurred in compiling
and supplying State Data. No State Data may be used for any marketing or
commercial purposes.
4.33 State Data
a. Ownership. MDHHS’s data (“State Data,” which will be treated by
Contractor as Confidential Information) includes:
1) MDHHS’s data, user data, and any other data collected, used,
processed, stored, or generated as the result of the Contract Activities;
2) 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,
3) 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:
1) Keep and maintain State Data in strict confidence, using such degree of
care as is appropriate and consistent with its obligations as further
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described in this Contract and applicable law to avoid unauthorized
access, use, disclosure, or loss;
2) 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;
3) Keep and maintain State Data in the continental United States and
4) 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.
d. Backup and Recovery of State Data. Unless otherwise specified in Section
2.5 – Services to be Delivered, 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 2.5 – Services to be Delivered,
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:
1) Notify MDHHS as soon as practicable but no later than 24 hours of
becoming aware of such occurrence;
2) 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;
3) 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;
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4) 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;
5) Perform or take any other actions required to comply with applicable law
as a result of the occurrence;
6) 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;
7) 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;
8) Be responsible for recreating lost State Data in the manner and on the
schedule set by MDHHS without charge to MDHHS; and,
9) 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
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 4.32 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.
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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:
1) Has been marked “confidential” or with words of similar meaning, at the
time of disclosure by such party;
2) If disclosed orally or not marked “confidential” or with words of similar
meaning, was subsequently summarized in writing by the disclosing
party and marked “confidential” or with words of similar meaning; or,
3) 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:
1) Subject to disclosure under the Michigan Freedom of Information Act
(FOIA);
2) Already in the possession of the receiving party without an obligation of
confidentiality;
3) Developed independently by the receiving party, as demonstrated by the
receiving party, without violating the disclosing party’s proprietary rights;
4) Obtained from a source other than the disclosing party without an
obligation of confidentiality; or,
5) Publicly available when received, or thereafter became publicly
available (other than through any unauthorized disclosure by, through,
or on behalf of, the receiving party).
For purposes of this Contract, in all cases and for all matters, State Data is
deemed to be Confidential Information.
b. Obligation of Confidentiality. The parties agree to hold all Confidential
Information in strict confidence and not to copy, reproduce, sell, transfer, or
otherwise dispose of, give or disclose such Confidential Information to third
parties other than employees, agents, or subcontractors of a party who have
a need to know in connection with this 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:
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1) Use of a subcontractor is authorized under this Contract;
2) The disclosure is necessary or otherwise naturally occurs in connection
with work that is within the subcontractor's responsibilities; and
3) Contractor obligates the subcontractor in a written contract to maintain
MDHHS's Confidential Information in confidence.
At MDHHS's request, any employee of Contractor or any subcontractor may
be required to execute a separate agreement to be bound by the provisions
of this Section.
c. Cooperation to Prevent Disclosure of Confidential Information. Each party
must use its best efforts to assist the other party in identifying and
preventing any unauthorized use or disclosure of any Confidential
Information. Without limiting the foregoing, each party must advise the
other party immediately in the event either party learns or has reason to
believe that any person who has had access to Confidential Information has
violated or intends to violate the terms of this 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
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.
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4.35 Reserved
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 this Contract through the term of this 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 any financial errors are
revealed, the amount in error must be reflected as a credit or debit on
subsequent invoices until the amount is paid or refunded. Any remaining
balance at the end of this 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 this Contract;
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f. The Contract signatory has the authority to enter into this Contract;
g. All information furnished by Contractor in connection with this 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; and
h. All information furnished and representations made in connection with the
award of this Contract is true, accurate, and complete, and contains 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.
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 this 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 this 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
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Rev. 3-18
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
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
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
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The parties will endeavor to resolve any Contract dispute in accordance with
this provision. The parties must submit the dispute to a senior executive if
unable to resolve the dispute within 15 business days. The parties will
continue performing while a dispute is being resolved, unless the dispute
precludes performance. A dispute involving payment does not preclude
performance.
Litigation to resolve the dispute will not be instituted until after the dispute has
been elevated to the parties’ senior executive and either concludes that
resolution is unlikely, or fails to respond within 15 business days. The parties
are not prohibited from instituting formal proceedings: (a) to avoid the
expiration of statute of limitations period; (b) to preserve a superior position
with respect to creditors; or (c) where a party makes a determination that a
temporary restraining order or other injunctive relief is the only adequate
remedy. This Section does not limit MDHHS’s right to terminate this 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
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Rev. 3-18
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.
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.
The Contractor shall, upon request of MDHHS and receipt of a proposed
amendment, amend this Contract, if and when required in the opinion of
MDHHS, due to the revision of federal or state laws or regulations.
4.57 Certification Regarding Debarment, Suspension, and Other Responsibility Matters
Assurance is hereby given to MDHHS that the Contractor will comply with Federal
Regulation, 2 CFR part 180 and certifies to the best of its knowledge and belief that
it, its employees and its subcontractors:
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a. Are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from covered transactions by any federal
department or contractor;
b. Have not within a five-year period preceding this Contract been convicted of or
had civil judgment rendered against them for commission of fraud or a criminal
offense in connection with obtaining, attempting to obtain, or performing a public
(federal, state, or local) or private transaction or contract under a public
transaction; violation of federal or state antitrust statutes or commission of
embezzlement, theft, forgery, bribery, falsification or destruction of records,
making false statements, tax evasion, receiving stolen property, making false
claims, or obstruction of justice;
c. Are not presently indicted or otherwise criminally or civilly charged by a
governmental entity (federal, state, or local) with commission of any of the
offenses enumerated in section 2;
d. Have not within a five-year period preceding this Contract had one or more
public transactions (federal, state or local) terminated for cause or default; and
e. Have not committed an act of so serious or compelling a nature that it affects
your present responsibilities.
Where the parties are unable to certify to any of the statements in this certification,
the Contractor shall attach an explanation to this Contract.
The Contractor shall include Section 4.55 (Certification Regarding Debarment,
Suspension, and Other Responsibility Matters) language as written above in all
subcontracts with other parties.
The Contractor shall require each primary subcontractor, whose subcontract will
exceed $25,000, to disclose to the Contractor, in writing, whether at the time of the
award of the subcontract, the subcontractor, or its principals, is or is not debarred,
suspended, or proposed for debarment by the state of Michigan. The Contractor
shall then inform MDHHS of the subcontractor’s status and reasons for the
Contractor’s decision to use such subcontractor, if the Contractor so decides.
If it is determined that the Contractor knowingly rendered an erroneous certification
under this provision, in addition to the other remedies available to the state,
MDHHS may immediately terminate this Contract.
If the state finds that grounds to debar exist, it shall send notice to the Contractor
of proposed debarment indicating the grounds for proposed debarment and the
procedures for requesting a hearing. If the Contractor does not respond with a
written request for a hearing within 20 calendar days, the state shall issue the
decision to debar without a hearing. The debarment period may be of any length
up to eight years.
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5. 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
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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 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. §
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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).
(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;
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(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 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;
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(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—
(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.
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(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:
“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.
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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.
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The Contractor 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
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State of Michigan
Michigan Department of Health and Human Services
Legal Representation – Prosecuting Attorney Foster Care
SCHEDULE B
PRICING MATRIX
MDHHS shall make payments to the Contractor based upon the following rates per unit
of service delivered as identified below:
Unit Title Rate
Legal Representation $175/hour
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 $900,000.00
1) Dollar amounts allocated for services are identified in the annual fiscal
year Delivery Order (DO).
2) The annual fiscal year DO number must be included on all invoices.
Monthly Payment = Unit Rate x 50% (statewide IV-E penetration rate + General
Fund contribution) x 50% (County Share)
Costs incurred outside of the term of this Contract shall not be eligible for
reimbursement. The unit rate(s) established in this Contract shall remain fixed for
the initial term of the Contract.