HomeMy WebLinkAboutReports - 2023.12.07 - 40869
AGENDA ITEM: Acceptance from the Michigan Public Health Institute for the 2024 Health Equity
Regional Council Backbone Grant
DEPARTMENT: Health & Human Services
MEETING: Board of Commissioners
DATE: Thursday, December 7, 2023 6:00 PM - Click to View Agenda
ITEM SUMMARY SHEET
COMMITTEE REPORT TO BOARD
Resolution #2023-3588
Motion to accept the grant award from the Michigan Public Health Institute for the 2024 Regional
Health Equity Council Backbone Organization in the amount of $240,000 to be effective on the date
of execution through May 31, 2024; further, approve the subrepentpeint agreement with the Pontiac
Community Foundation in the amount of $200,300; further, authorize the Chair of the Board of
Commissioners to execute the grant agreement and subreceipient agreement; further, amend the
FY 2024 budget as detailed in the attached Schedule A.
ITEM CATEGORY SPONSORED BY
Grant Penny Luebs
INTRODUCTION AND BACKGROUND
The Michigan Public Health Institute (MPHI) was awarded grant funding from the Michigan
Department of Health Human Services 2024 COVID-19 Regional Health Equity Council Backbone
Organization grant to reduce and eliminate COVID-19 inequities in impacted and at-risk populations
in each region serving one or more of the five racial and ethnic minority populations at increased
risk of COVID-19 infection, complications, and death. The MPHI intends to subcontract with the
Oakland County Health Division (OCHD) to support and maintain membership for the established
Regional Health Equity Council, assist in developing and implementing a detailed action plan to
address and reduce community priority risk factors and needs related to COVID-19 and other root
causes of health inequity in the region, and to develop and implement practices and policies to
reduce health disparities and improve health outcomes. The agreement shall be effective on the
date of execution and provides funding in the amount of $240,000 through May 31, 2024.
A portion of the grant, in the amount of $200,300, will be used to reimburse Pontiac Community
Foundation for assisting in the creation and administration of a mini-grant program for the period
October 1, 2023 through May 31, 2024 with Pontiac Community Foundation.
No County match is required and the grant agreement has completed the Grant Review Process in
accordance with the Grants Policy.
POLICY ANALYSIS
The acceptance of this grant does not obligate the County to any future commitment.
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
Leigh-Anne Stafford, Director Health & Human Services
ITEM REVIEW TRACKING
Aaron Snover, Board of Commissioners Created/Initiated - 12/7/2023
AGENDA DEADLINE: 12/07/2023 6:00 PM
ATTACHMENTS
1. HHS_Health_FY24 Covid-19 Hlth Equity Reg Counc Backbone grant_Sch.A
2. Grant Review Sign-Off
3. 11.14.23 Health Equity sub grant with Pontiac Community Foundation_PCF Signed
4. Exhibit C - COVID-2024 Contract
5. Oakland County Health Division Equity Council FY24 Agreement (1)
COMMITTEE TRACKING
2023-11-28 Public Health & Safety - Forward to Finance
2023-11-29 Finance - Recommend to Board
2023-12-07 Full Board - Adopt
Motioned by: Commissioner Charles Cavell
Seconded by: Commissioner Ajay Raman
Yes: David Woodward, Michael Spisz, Michael Gingell, Penny Luebs, Karen Joliat, Kristen
Nelson, Christine Long, Robert Hoffman, Philip Weipert, Gwen Markham, Angela Powell, Marcia
Gershenson, William Miller III, Yolanda Smith Charles, Charles Cavell, Brendan Johnson, Ajay
Raman, Ann Erickson Gault (18)
No: None (0)
Abstain: None (0)
Absent: (0)
Passed
Oakland County, Michigan
HEALTH AND HUMAN SERVICES DEPARTMENT/HEALTH DIVISION - COVID-19 HEALTH EQUITY REGIONAL COUNCIL BACKBONE GRANT
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)
Region
(REG)
Budget
Fund
Affiliate
(BFA)
Ledger
Account
Summary Account Title
FY 2024
Amendment FY 2025
Amendment
FY 2026
Amendment
R Human Services Grants Health FND11007 CCN1060201 RC615571 PRG133150 GRN-1004347 615000 State Operating Grants 240,000 240,000 240,000
Total Revenues $240,000 $240,000 $240,000
E Human Services Grants Health FND11007 CCN1060201 SC730373 PRG133150 GRN-1004347 730000 Contracted Services 231,756 220,835 220,835
E Human Services Grants Health FND11007 CCN1060201 SC730982 PRG133150 GRN-1004347 730000 Interpreter Fees 5,000 5,000 5,000
E Human Services Grants Health FND11007 CCN1060201 SC732018 PRG133150 GRN-1004347 730000 Travel and Conference 125 1,250 1,250
E Human Services Grants Health FND11007 CCN1060201 SC774636 PRG133150 GRN-1004347 770000 Info Tech Operations 2,514 3,325 3,325
E Human Services Grants Health FND11007 CCN1060201 SC774637 PRG133150 GRN-1004347 770000 Info Tech Managed Print Svcs 200 150 150
E Human Services Grants Health FND11007 CCN1060201 SC778675 PRG133150 GRN-1004347 770000 Telephone Communications 405 540 540
Total Expenditures $240,000 $231,100 $231,100
Oakland County, Michigan
HEALTH AND HUMAN SERVICES DEPARTMENT/HEALTH DIVISION - COVID-19 HEALTH EQUITY REGIONAL COUNCIL BACKBONE GRANT
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)
Region
(REG)
Budget
Fund
Affiliate
(BFA)
Ledger
Account
Summary Account Title
FY 2023
Amendment
FY 2024
Amendment FY 2025
Amendment
R Human Services Grants Health FND11007 CCN1060201 RC615571 PRG133150 GRN-1003880 615000 State Operating Grants 300,000 --
Total Revenues $300,000 $-$-
E Human Services Grants Health FND11007 CCN1060201 SC730373 PRG133150 GRN-1003880 730000 Contracted Services 280,835
E Human Services Grants Health FND11007 CCN1060201 SC730982 PRG133150 GRN-1003880 730000 Interpreter Fees 5,000
E Human Services Grants Health FND11007 CCN1060201 SC731458 PRG133150 GRN-1003880 730000 Professional Services 3,250
E Human Services Grants Health FND11007 CCN1060201 SC731626 PRG133150 GRN-1003880 730000 Rent 500
E Human Services Grants Health FND11007 CCN1060201 SC731941 PRG133150 GRN-1003880 730000 Training 2,500
E Human Services Grants Health FND11007 CCN1060201 SC732018 PRG133150 GRN-1003880 730000 Travel and Conference 1,250
E Human Services Grants Health FND11007 CCN1060201 SC750294 PRG133150 GRN-1003880 750000 Material and Supplies 2,250
E Human Services Grants Health FND11007 CCN1060201 SC750392 PRG133150 GRN-1003880 750000 Metered Postage 250
E Human Services Grants Health FND11007 CCN1060201 SC750399 PRG133150 GRN-1003880 750000 Office Supplies 150
E Human Services Grants Health FND11007 CCN1060201 SC774636 PRG133150 GRN-1003880 770000 Info Tech Operations 3,325
E Human Services Grants Health FND11007 CCN1060201 SC774637 PRG133150 GRN-1003880 770000 Info Tech Managed Print Svcs 150
E Human Services Grants Health FND11007 CCN1060201 SC778675 PRG133150 GRN-1003880 770000 Telephone Communications 540
Total Expenditures $300,000 $-$-
GRANT REVIEW SIGN-OFF – Health and Human Services/ Health Division
GRANT NAME: Regional Equity Backbone Grant
FUNDING AGENCY: Michigan Public Health Institute
DEPARTMENT CONTACTS: Stacey Sledge 248-452-2151
STATUS: Acceptance (Greater than $10,000)
DATE: 11/27/2023
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
email and the grant agreement/contract with related documentation) should be placed on the next agenda(s) of the appropriate
Board of Commissioners’ committee(s) for grant acceptance by Board resolution.
DEPARTMENT REVIEW
Management and Budget:
Approved – Sheryl Johnson (11/17/2023)
Human Resources:
Approved by Human Resources. No position impact – Heather Mason (11/17/2023)
Risk Management:
Approved State allows County to self-insure and County agreement with Pontiac Community Foundation details insurance
requirements for subrecipient. If Exhibit C- COVID-24 applies to the County the language in section F must be modified to
allow self-insurance and remove additional insured requirement. – Robert Erlenbeck (11/20/2023)
Corporation Counsel:
Approved. CC has conducted a legal review of all documents and had discussions with Health regarding issues with Ex. E.
There is unenforceable indemnification language that MPHI will not remove. I have communicated with MPHI that, per
Michigan law, this language is unenforceable. Also to be noted, Oakland County requested several changes in Ex. E re: data
ownership and annual third-party audits. While Oakland County has been successful in having this language changed or
removed in our contracts with MDHHS, MPHI will not change it. Corp Counsel has communicated with Health that if this
contract is entered into, these terms are enforceable, and Oakland County must comply. – Heather Lewis (11/27/2023)
PROGRAM YEAR 2023
Regional Health Equity Council
SUBRECIPIENT AGREEMENT BETWEEN
THE COUNTY OF OAKLAND AND PONTIAC COMMUNITY FOUNDATION
This Agreement is made between Oakland County, a Constitutional Corporation, 1200 North
Telegraph, Pontiac, Michigan 48341 ("County") and Pontiac Community, ("Subrecipient). The County
and Subrecipient shall be collectively referred to as the "Parties."
IT IS HEREBY AGREED AS FOLLOWS:
1. Exclusive Agreement. This Agreement, including exhibits attached hereto, constitutes the entire
Agreement between Subrecipient and County for the scope of services on Exhibit A for the term
of this Agreement. The Agreement includes the following documents which are incorporated
herein by reference and are deemed to be part of this contract as if set forth in full herein and,
in the event of inconsistencies between the documents, shall govern in the order listed:
a. This Contract
b. All Provisions required by law to be inserted in this contract whether actually inserted or
not.
2. Term of Agreement. This Agreement will become effective on 10/1/23 and shall continue until
5/31/24. No services shall be provided, and no costs incurred until this Agreement is fully
executed by both parties. This Agreement may be extended or renewed by written agreement
signed by both parties. All provisions of this Agreement shall apply to all services and all periods
of time in which the Subrecipient renders services for the County.
3. Termination of Agreement.
a. With reasonable cause: Either party may terminate this Agreement immediately by
giving written notice of termination to the other party. For purposes of this Agreement,
reasonable cause shall be defined as: a material violation of this Agreement, or any act
or omission by the non-terminating party that exposes the terminating party to liability
for personal injuries or damage to property, real or personal.
b. Without cause: This Agreement will be terminated on 30 days' written notice by either
party to this Agreement.
4. Services to be Performed. Subrecipient agrees to perform for the County the services listed on
the attached Exhibit A, SERVICES TO BE PROVIDED.
5. Grant Funds. This Agreement designates the provider a subrecipient of the County. This
Agreement is being paid for under a subrecipient agreement between Michigan Public Health
Institute (MPHI) and Oakland County (Exhibit E) and its 1st Amendment (Exhibit F).
Subrecipient must comply with all relevant terms of Exhibits E and F)
6. Performance.
a. Subrecipient shall perform the Work as required by and in accordance with the schedule
or time requirements set forth in this Agreement.
b. Failure to complete services as required shall constitute a breach of this Contract.
c. The County shall have the option to allow the Subrecipient to cure a breach of this
Contract (the "Cure Period"). Failure to cure a breach of this Contract within the County
established Cure Period shall allow the County to, without further notice to the
Subrecipient, declare this Contract terminated and proceed with the replacement of the
Subrecipient and the County shall be entitled to all remedies available to it at law or in
equity.
7. Criminal Background Check.
a. Prior to beginning any work, conduct or cause to be conducted an Internet Criminal
History Access Tool (ICHAT) check and a national and state sex offender registry check
for each new employee, employee, subcontractor, subcontractor employee, or
volunteer who, under this Agreement works directly with clients or has access to client
information.
i) ICHAT: http://apps.michigan.gov/ichat
ii) Michigan Public Sex Offender Registry:
http://www.mipsor.state.mi.us
National Sex Offender Registry: http://www.nsopw.gov
b. Prior to beginning any work, conduct or cause to be conducted a Central Registry (CR)
check for each new employee, employee, subcontractor, subcontractor employee, or
volunteer who, under this Agreement works directly with children or vulnerable adults.
c. Central Registry: http://www.michigan.gov/mdhhs/0,5885,7-339-
73971_7119_50648_48330---,00.html
d. Require each new employee, employee, subcontractor, subcontractor employee, or
volunteer who, under this Agreement, works directly with clients or who has access to
client information to notify the Subcontractor 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.
e. Require each new employee, employee, subcontractor, subcontractor employee, or
volunteer who, under this Agreement, may have access to any databases of information
maintained by the federal government that contains confidential or personal
information, including, but not limited to, federal tax information, to have a fingerprint
background check performed by the Michigan State Police.
f. Subcontractor shall notify Oakland County and MPHI in writing of any new employee,
employee, subcontractor, subcontractor employee, or volunteer who works directly
with clients or has access to client information of any positive !CHAT response, CR
response, reported criminal felony conviction, or reported perpetrator identification
prior to individual performing work under this Agreement. County and/or MPHI will will
make a determination on eligibility of the individual to provide such services. Positive
responses, criminal reports, or reported perpetrator identification shall be reported to
Tracy Thompson via email at tthompso@mphi.org and Carrie Hribar at
hribarc@oakgov.com.
g. Prohibit any employee, subcontractor, subcontractor employee, or volunteer from
performing work directly with clients or accessing client information related to clients
under this Agreement, based on a determination by MPHI or County that the results of a
positive ICHAT response or reported criminal felony conviction or perpetrator
identification make the individual ineligible to provide such services.
h. Prohibit any employee, subcontractor, subcontractor employee or volunteer from
performing work directly with clients or accessing client information related to clients
under this Agreement, based on a determination MPHI or County that the results of a
positive CR response or reported perpetrator identification make the individual
ineligible to provide such services.
8. Confidentiality. Subrecipient will not disclose or use, either during or after the term of this
Agreement, any proprietary or confidential information of County without County's prior
written permission except to the extent necessary to perform services on County's behalf.
Proprietary or confidential information includes:
a. Electronic information including but not limited to IP addresses, user histories, and
content of electronic communications;
b. Information belonging to the County, customers and/or suppliers of County about
whom Subrecipient gained knowledge as a result of Subrecipient's services to County.
This information may contain any or all of the following: written, printed, graphic, or
electronically recorded materials furnished by County for Subrecipient to use; business
plans, customer lists, vendor lists, operating procedures, trade secrets, design formulas,
know-how and processes, computer programs and inventories, discoveries, and
improvements of any kind. Subrecipient shall not be restricted in using any material that
is publicly available, already in Subrecipient's possession, or known to Subrecipient
without restriction, or that is rightfully obtained by Subrecipient from sources other
than County. On termination of Subrecipient's services to County, or at County's
request, Subrecipient shall deliver to County all materials in Subrecipient's possession
relating to County's business.
9. Expenses. Subrecipient shall be responsible for all the Subrecipient's expenses incurred while
performing services under this Agreement. This includes license fees, memberships and dues;
automobile and other travel expenses; meals and entertainment; insurance premiums;
telephone; all salary/payroll expenses, and other compensation paid to employees or contract
personnel that the Subrecipient hires to complete the work under this Agreement.
10. Materials. Subrecipient will furnish all materials, equipment and supplies used to provide the
services required by this Agreement.
a. Permits and Licenses. Subrecipient declares that Subrecipient has complied with all
federal, state, and local laws requiring business permits, certificates, and licenses
required to carry out the services to be performed under this Agreement.
b. Grantee shall not purchase capital assets or equipment without written approval of the
County.
11. Payment and Terms of Payment. In consideration for the services to be performed by
Subrecipient, County agrees to pay Subrecipient the compensation as set forth on Exhibit Band
at completion of work performed on attached Exhibit A.
12. Independent Contractor Status. The parties agree that Subrecipient is an independent
contractor, and that neither Subrecipient nor Subrecipient's employees nor contract personnel
are, or shall be deemed to be, employees of County. In its capacity as an independent
contractor, Subrecipient agrees to and represents the following:
a. Subrecipient has the right and does fully intend to perform agreed services during the
term of this Agreement.
b. Subrecipient has the sole right to control and direct the means, manner, and method by
which the services required by this Agreement will be performed.
c. Subrecipient has the right to perform the services required by this Agreement at any
place or location and at such times as Subrecipient may determine.
d. The services required by this Agreement shall be performed by Subrecipient, or
Subrecipient's employees or contract personnel, and County shall not hire, supervise, or
pay any assistants to help Subrecipient.
e. Neither Subrecipient nor Subrecipient's employees or contract personnel shall receive
any training from County in the professional skills necessary to perform the services
required by this Agreement.
f. Neither Subrecipient nor Subrecipient's employees or contract personnel shall be
required by County to devote full time to the performance of the services required by
this Agreement.
g. The Subrecipient does not receive the majority of its annual compensation from County.
h. The parties acknowledge and agree that County is entering into this Agreement with
reliance on the representations made by the Subrecipient relative to its independent
contractor status.
13. Benefits. Subrecipient understands that neither Subrecipient nor Subrecipient's employees or
contract personnel are eligible to participate in any employee pension, health, vacation pay, sick
pay, or other fringe benefit plan of County.
14. Workers' Compensation. County shall not obtain workers' compensation insurance on behalf of
Subrecipient or Subrecipient's employees. If Subrecipient hires employees to perform any work
under this Agreement, Subrecipient will cover them with workers' compensation insurance and
provide County with a certificate of workers' compensation insurance before the employees
begin work.
15. Unemployment Compensation. County shall make no state or federal unemployment
compensation payments on behalf of Subrecipient or Subrecipient's employees or contract
personnel. Subrecipient will not be entitled to these benefits in connection with work
performed under this Agreement. If a Subrecipient (or Subrecipient's employee) files a petition
for and receives unemployment compensation from the County, the Subrecipient shall
reimburse the County for the total amount of unemployment compensation awarded to and
received by Subrecipient (or Subrecipient's employee) or such amount shall be deducted from
and be an offset against the amount of compensation due and payable to Subrecipient by
County under this Agreement.
16. State and Federal Taxes.
a. County will not withhold FICA (Social Security and Medicare taxes) from Subrecipient's
payments or make FICA payments on behalf of the Subrecipient or the Subrecipient's
employee or other personnel, or make state or federal unemployment compensation
contributions, or withhold state or federal income tax from or on behalf of the
Subrecipient or the Subrecipient's employees or other personnel.
b. Subrecipient shall pay all taxes arising from or incurred while performing services under
this Agreement, including all applicable income, FICA, workers compensation, and/or
unemployment taxes. On demand, Subrecipient shall provide County with proof that
such payments have been made.
17. Insurance. Subrecipient, as an independent contractor, agrees to indemnify, defend, and hold
harmless County from any and all liability arising out of or in any way related to Subrecipient's
performance of services during the term of this Agreement, including any liability resulting from
negligent, grossly negligent, intentional or reckless acts or the acts of the employees or agents
of Subrecipient. Specific insurance is required as set forth in the attached Exhibit C.
18. Dispute. In the event of any dispute or difference of any kind whatsoever, arising out of or in
relation to or in connection with the validity or invalidity, construction, execution, meaning,
operation or effect, change of or breach of this Agreement, which cannot be settled by the
individuals who have executed this Agreement by signature, such dispute or difference shall be
referred to the Parties' respective CEOs (or equivalents) who shall meet together with a view to
resolving the same within a period of not more than 30 days from the date of the submission. In
the event that Parties' respective CEOs are unable to amicably resolve such dispute or
difference within a reasonable time, the Parties shall be free to pursue any and all available
remedies at equity or law including binding or non-binding mediation if agreed to by both
Parties.
Pending resolution of such dispute or difference and without prejudice to their rights, the
Parties shall continue to respect all their obligations and to perform all their duties under this
Agreement.
19. Contractor Representation and Warranty Regarding Federal Excluded Parties List. The
Subrecipient acknowledges that the County is receiving funds from or through the Federal
Government and that such funds may not be used to pay any Contractor on the Federal
Excluded Parties List (EPLS). The Subrecipient represents and warrants to the County that it is
not on the Federal EPLS. If the Subrecipient is in non-compliance at any time during execution
or term of this agreement (including any extensions thereof), the Subrecipient shall be in breach
and the County shall be entitled to all remedies available to it at law or equity, specifically
including but not limited to recovery of all moneys paid to the Subrecipient, all consequential
damages (including the loss of grant funding or the requirement that grant funding be returned),
and attorney fees (including the costs of in-house counsel) sustained as a result of the
Subrecipient's non-compliance with this warranty and representation.
20. Applicable Law.
a. This Agreement will be governed by the laws of the State of Michigan.
b. The Subrecipient shall at all times comply with all applicable local, State and Federal
laws, rules, and regulations applicable to this Contract and the work to be done
herewith, specifically including but not limited to:
i. The Elliott-Larsen Civil Rights Act,
ii. The Americans with Disabilities Act,
iii. The Michigan Persons with Disabilities Civil Rights Act,
iv. Title IX of the Education Amendments of 1972,
v. The Age Discrimination Act of 197,
vi. The Drug Abuse Office and Treatment Act of 1972,
vii. Occupational Safety and Health Administration (OSHA) and Michigan OSHA
requirements,
viii. Laws and regulations concerning environmental or pollution matters,
ix. Laws and regulations concerning export and/or data security and/or destruction
matters,
x. Laws, ordinances, rules and regulations that may in any manner affect the safety
of equipment or material used in accordance with this Agreement, those
employed on the work, and the conduct of the work,
xi. The Michigan Iran Economic Sanctions Act, 2012 P.A. 517,
xii. State of Michigan Emergency Rules, Orders, and Directives.
The Subrecipient shall indemnify and hold County harmless against any claim or liability arising
from the violation of any such provisions. The Subcontractor shall not discriminate against
minority-owned and women-owned businesses and businesses owned by persons with
disabilities in subcontracting. Subcontractor acknowledges that discrimination is a material
breach of this agreement.
21. Jurisdiction and Venue. The parties consent to the exercise of general personal jurisdiction over
it by the appropriate courts in the State of Michigan. Any action on a controversy that arises
under or in association with this Agreement shall be brought in the Oakland County Circuit
Court, State of Michigan, which both parties agree is a reasonably convenient place for trial of
the action. The parties both agree that their consent in accordance with this Section is not
obtained by misrepresentation, duress, the abuse of economic power, or other unconscionable
means.
22. No Partnership. This Agreement does not create a partnership relationship. Neither party may
enter into a contract on behalf of the other party.
23. Partial Invalidity. The partial invalidity of any portion of this Agreement shall not be deemed to
affect the validity of any other provision. In the event that any provision of this Agreement is
held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full
force and effect as if they had been executed by both parties subsequent to the expunction of
the invalid provision.
24. Absence of Waiver. The failure of either party to insist on the performance of any of the terms
and conditions of this Agreement, or the waiver of any breach of such terms and conditions,
shall not be construed as thereafter waiving such terms and conditions, which shall continue
and remain in full force and effect as if no such forbearance or waiver had occurred.
25. Governmental Immunity. County does not waive its governmental immunity by entering into
this Agreement, and fully retains all immunities and defenses provided by law with respect to
any action based upon or occurring as a result of this Agreement.
26. Breach Notification and Recovery. Subrecipient will provide notification without unreasonable
delay when citizens' personally identifiable information is lost or stolen or there is unauthorized
access or disclosure of non-public data. All communication relating to any of the data breach
situations described in this section shall be coordinated with the County. When Subrecipient or
its subcontractors are liable for the loss, Subrecipient shall bear all costs associated with the
investigation, response and recovery from the breach including but not limited to credit
monitoring services with a term of at least three years, mailing costs, website and toll free
telephone call center services. The County shall not agree to any limitation on liability that
relieves Subrecipient or its subcontractors from their own negligence or to the extent that it
creates an obligation on the part of the County to hold a contractor harmless.
a. Notification of Legal Requests. Subrecipient shall contact the County upon receipt of
any electronic discovery, litigation holds, discovery searches, and expert testimonies
related to, or which in any way might reasonably require access to the data of the
County. Subrecipient shall not respond to subpoenas, service of process, and other legal
requests related to the County without first notifying the County unless prohibited by
law from providing such notice
b. Security Logs and Reports. Subrecipient shall allow the County access to system security
logs that affect this engagement, its data and or processes. This includes the ability for
the County to request a report of the records that a specific user accessed over a
specific period of time.
27. Health Insurance Portability and Accountability Act (HIPAA). To the extent that this act is
pertinent to the services that Subrecipient provides to the County under this Agreement,
Subrecipient assures that it is in compliance with HIPAA requirements, as amended by the
Health Information Technology for Economic and Clinical Health Act (HITECH) under the
American Recovery and Reinvestment Act of 2009, PO 115-5.
28. Modifying the Agreement. This Agreement may be modified only by a writing signed by both
parties.
29. Administration of the Agreement. The person acting for the County in administering this
Agreement (hereinafter referred to as the Project Manager) is:
Carrie Hribar
Planning and Evaluation Supervisor
(248)425-1230 hribarc@oakgov.com
30. Subrecipient’s Financial Contact for the Agreement. The person acting for the Subrecipient on the
financial reporting for this Agreement is:
Jonathan Borowski - jonathan@pontiaccommunityfoundation.org
31. Notices.
a. All notices and other communication for the parties may be served, mailed, or delivered
at the following addresses:
If to the Subrecipient:
Pontiac Community Foundation
Att: Dustin McCellan
PO Box 431362
Pontiac, MI 48343
If to the County:
Oakland County Health and Human Services
Att. Carrie Hribar
1200 N Telegraph Bldg. 34 East
Pontiac, Ml 48341
b. Notice shall be deemed given as follows:
i. If served by personal delivery or certified mail, upon receipt.
ii. If served by US First Class Mail with postage pre-paid, service shall be deemed
given two (2) business days after such mail was deposited with the US Postal
Service assuming the deposit is made before the last posted pick up time at the
place of deposit.
iii. If served by email prior to 4:30 p.m., upon completion of the transmission
unless the party making service learns that the attempted service did not reach
the email address of the intended recipient or is returned as undeliverable. If
served after 4:30 p.m., service shall be complete the following business day.
32. Miscellaneous.
a. Force Majeure: Either party shall be excused from performance under this Agreement
for any period of time during which the party is prevented from performing its
obligations hereunder as a result of any Act of God, war, civil disobedience, court order,
labor dispute, or other cause beyond the party's reasonable control. Such non-
performance shall not constitute grounds for default.
b. Titles and Headings: Titles and headings to articles, sections or paragraphs in this
Agreement are inserted for convenience of reference only and are not intended to
affect the interpretation or construction of the Agreement.
c. Anticipatory Breach: If the Subrecipient, at any time before delivery of services,
declares its intent not to perform in accordance with this Agreement, County shall have
an immediate cause of action for breach of this Agreement, and shall be entitled to all
remedies available to it at law or in equity.
d. Assignment and Delegation: Subrecipient may not assign or subcontract any rights or
obligations under this Agreement without County's prior written approval.
e. No Third Party Benefit: The provisions of this Agreement are for the benefit of the
parties hereto, and not for the benefit of any other person or legal entity.
f. Availability of Funds: Each payment obligation of County is conditioned upon the
availability of government funds appropriated or allocated for the payment of this
obligation. If funds are not allocated and available for continuance of the services
performed herein, either party may terminate this Agreement at the end of the period
for which funds are available. County shall notify the Subrecipient at the earliest
possible time of the services that will or may be affected by the shortage of funds. No
penalty shall accrue to either party in the event this provision is exercised, and neither
party shall be obligated or liable for any further payments due or for any damages as a
result of termination under this Section.
g. This Agreement may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall be deemed to be one and the same agreement.
A signed copy of this Agreement delivered by facsimile, e-mail, or other means of
electronic transmission shall be deemed to have the same legal effect as delivery of an
original signed copy of this Agreement.
h. Other Provisions: The parties hereby incorporate the additional provisions set forth on
Exhibit D.
SIGNATURES APPEAR ON NEXT PAGE
IN WITNESS WHEREOF, David T. Woodward, Chairperson, Oakland County Board of Commissioners,
acknowledges that he has been authorized by a resolution of the Oakland County Board of
Commissioners, and hereby accepts and binds the County to the terms and conditions of this
Agreement.
EXECUTED: DATE _
David T. Woodward, Chairperson
Oakland County Board of Commissioners
IN WITNESS WHEREOF, Dustin McCellan, Chief Executive Officer, Pontiac Community Foundation,
acknowledges that he/she has been authorized to sign this Agreement on behalf of the responsible
governing board or official of the Subrecipient, and hereby accepts and binds the Subrecipient to the terms
and conditions of this Agreement.
EXECUTED:__________________________
DATE: __________________
Printed Name: Dustin McCellan
Title: Chief Executive Officer
Pontiac Community Foundation
11/15/223
Contract Number:
10
EXHIBIT A
SERVICES TO B PROVIDED
In accordance with this Contract, the Contractor will perform the following services to help with the
operation of the Oakland County Health Equity Council.
Oversee payments to council community member representatives and other organizational members. This
will include the following activities:
• Establish payment mechanisms with the community representative and/or organization members
of Oakland County's Regional Health Equity Council
• Invoice OCHD monthly for payments to community representatives
• Disburse funds to community representatives on a monthly basis between August 2023 through
May of 2024
The contractor will also help create and administer a mini-grant program that will provide funding to
community-based organizations to implement aspects of the Equity Council’s strategic plan. The contract
will oversee grant application process, with county approval, including the following:
• Create grant application
• Create portal for accepting grant applications
• Create grant application FAQs worksheet for potential grant applicants
• Create content for and facilitate a workshop presentation for potential grant applicants
• Make recording of presentation available after the workshop
Contractor will also work with the Council to develop an outreach strategy for sharing grant opportunity
with target audience.
Contractor will accept grant applications from organizations through the grant application portal they
create. They will be responsible for the oversite of this collection process and ensure it runs smoothly.
Oversee grant review and scoring process including the following:
Create a grant review committee of 3 to 5 individuals including representation from:
• Contractor
• Oakland County H Health and Human Services
• Oakland County Regional Health Equity Committee
• Review and score grants
• Create rubric for scoring grant applications
• Initial grant scoring using rubric by Contractor
• Facilitate grant advisory committee review of scored rated applications
• Contractor will review applicants with scoring (objective) and committee input and provide final
recommendations to the full grant review committee
Notify applicants of acceptance or rejection.
Contract Number:
11
Create contracts with grant recipients outlining acceptable use of funds, reporting, and other contractual
obligations, including all terms and conditions included in this Contract as they relate to MPHI and MDHHS.
Disburse funds to accepted applicants by end of December 2023.
Contractor agrees to manage disbursed funds by:
• Reviewing proposed budgets/allocations from grantee prior to fund dispersal to ensure funds are
being spent appropriately
• Design and oversee reporting process for grantees to include the following:
• Provide quarterly reports to County on fund expenditures.
• Provide additional reports to the county as required by MPHI and MDHHS.
• Contractor and Oakland County may agree to additional reporting requirements.
Contract Number:
12
EXHIBIT B
PAYMENT AMOUNTS AND SCHEDULE
The County, under the terms of this Agreement, shall reimburse Subrecipient for actual costs
incurred in delivering health equity council services and activities. The total amount of the
reimbursement shall not exceed two hundred thousand and three hundred dollars ($200,300). Any
adjustment to the total amount of this Agreement must be made in writing and executed by all
parties to this Agreement before the modifications can be implemented.
Method of Payment:
1. Maintain all financial records and reports as required by this Agreement and state and federal
law including, but not limited to, time and effort records.
2. In charging expenses to federal grants, adhere to costs principles of 2 CFR 200, Subpart E.
Submit statements requesting reimbursement to:
Carrie Hribar
hribarc@oakgov.com
3. Subrecipient accepts reimbursement as payment in full.
Contract Number:
13
EXHIBIT C
INSURANCE REQUIRED
The Subrecipient shall notify all insurance agents and companies retained by the Subrecipient that
these insurance requirements shall be included in any Agreement between the Subrecipient and the
County.
During this Agreement, the Subrecipient shall provide and maintain, at their own expense, all insurance
as set forth and marked below, protecting the County against any Claims. Claims are defined as any loss;
complaint; demand for relief or damages; lawsuit; cause of action; proceeding; judgment; penalty; costs
or other liability of any kind which is imposed on, incurred by, or asserted against the County or for
which the County may become legally or contractually obligated to pay or defend against, whether
commenced or threatened, including, but not limited to, reimbursement for reasonable attorney fees,
mediation, facilitation, arbitration fees, witness fees, court costs, investigation expenses, litigation
expenses, or amounts paid in settlement.
The insurance shall be written for not less than any minimum coverage herein specified. Limits of
insurance required in no way limit the liability of the Subrecipient.
Primary Coverages
Commercial General Liability Occurrence Form including: (a) Premises and Operations; (b) Products and
Completed Operations (including On and Off Premises Coverage); (c) Personal and Advertising Injury; (d)
Broad Form Property Damage; (e) Broad Form Contractual including coverage for obligations assumed in
this Agreement;
$1,000,000 - Each Occurrence Limit
$1,000,000 - Personal & Advertising Injury
$2,000,000 - Products & Completed Operations Aggregate Limit
$2,000,000 - General Aggregate Limit
$ 100,000 - Damage to Premises Rented to You (formally known as Fire Legal Liability)
Workers' Compensation Insurance with limits statutorily required by any applicable Federal or State
Law and Employers Liability insurance with limits of no less than $500,000 each accident, $500,000
disease each employee, and $500,000 disease policy limit.
1. ■Fully Insured or State approved self-insurer.
2. □ Sole Proprietors must submit a signed Sole Proprietor form.
3. □ Exempt entities, Partnerships, LLC, etc., must submit a State of Michigan form WC-337
Certificate of Exemption.
Commercial Automobile Liability Insurance covering bodily injury or property damage arising out of the
use of any owned, hired, or non-owned automobile with a combined single limit of $1,000,000 each
accident. This requirement is waived if there are no company owned, hired or non-owned automobiles
utilized in the performance of this Agreement.
If the Subrecipient will interact with children, schools, or the cognitively impaired, the Subrecipient
must maintain appropriate insurance coverage related to sexual abuse and molestation liability.
Commercial Umbrella/Excess Liability Insurance with minimum limits of $2,000,000 each occurrence.
Umbrella or Excess Liability coverage shall be no less than following form of primary coverages or
broader. This Umbrella/Excess requirement may be met by increasing the primary Commercial General
Contract Number:
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Liability limits to meet the combined limit requirement.
Third-Party Employee Theft Insurance Coverage will be required in the minimum amount of the grant
with the County of Oakland named as an additional insured.
Supplemental Coverages - As Needed
1. Professional Liability/Errors & Omissions Insurance (i.e., Consultants, Technology Vendors,
Architects, Engineers, Real Estate Agents, Insurance Agents, Attorneys, etc.) with minimum limits of
$1,000,000 per claim and $1,000,000 aggregate shall be required when the Subrecipient provides
professional services that the County relies upon.
2. Cyber Liability Insurance with minimum limits of $1,000,000 per claim and $1,000,000 aggregate shall
be required when the Subrecipient has access to County IT systems and/or stores County data
electronically.
3. Commercial Property Insurance. The Subrecipient shall be responsible for obtaining and maintaining
insurance covering their equipment and personal property against all physical damage.
4. Liquor Legal Liability Insurance with a limit of $1,000,000 each occurrence shall be required when
liquor is served and/or provided by Subrecipient.
5. Pollution Liability Insurance with minimum limits of $1,000,000 per claim and $1,000,000 aggregate
shall be required when storage, transportation and/or cleanup & debris removal of pollutants are part
of the services utilized.
6. Medical Malpractice Insurance with minimum limits of $1,000,000 per claim and $1,000,000
aggregate shall be required when medically related services are provided.
7. Garage Keepers Liability Insurance with minimum limits of $1,000,000 per claim and $1,000,000
aggregate shall be required when County owned vehicles and/or equipment are stored and/or serviced
at the Subrecipient's facilities.
8. Other Insurance Coverages as may be dictated by the provided product/service and deemed
appropriate by the County Risk Management Department.
Contract Number:
15
General Insurance Conditions
The aforementioned insurance shall be endorsed, as applicable, and shall contain the following terms,
conditions, and/or endorsements. All certificates of insurance shall provide evidence of compliance with
all required terms, conditions and/or endorsements.
1. All policies of insurance shall be on a primary, non-contributory basis with any other insurance or self-
insurance carried by the County;
2. The insurance company(s) issuing the policy(s) shall have no recourse against the County for
subrogation (policy endorsed written waiver), premiums, deductibles, or assessments under any form.
All policies shall be endorsed to provide a written waiver of subrogation in favor of the County;
3. Any and all deductibles or self-insured retentions shall be assumed by and be at the sole risk of the
Subrecipient;
4. Subrecipient shall be responsible for their own property insurance for all equipment and personal
property used and/or stored on County property;
5. The Commercial General Liability and Commercial Automobile Liability policies along with any
required supplemental coverages shall be endorsed to name the County of Oakland and it officers,
directors, employees, appointees and commissioners as additional insured where permitted by law and
policy form;
6. If the Subrecipient's insurance policies have higher limits than the minimum coverage requirements
stated in this document the higher limits shall apply and in no way shall limit the overall liability
assumed by the Subrecipient under contract.
7. The Subrecipient shall require its contractors or sub-contractors, not protected under the
Subrecipient's insurance policies, to procure and maintain insurance with coverages, limits, provisions,
and/or clauses equal to those required in this Agreement;
8. Certificates of insurance must be provided no less than ten (10) Business Days prior to the County's
execution of the Agreement and must bear evidence of all required terms, conditions and
endorsements; and provide 30 days' notice of cancellation/material change endorsement.
9. All insurance carriers must be licensed and approved to do business in the State of Michigan along
with the Subrecipient's state of domicile and shall have and maintain a minimum A.M. Best's rating of A-
unless otherwise approved by the County Risk Management Department.
Required Insurance Documentation
1. Certificate of Insurance
The Subrecipient must provide a Certificate of Insurance evidencing the required insurance set forth
above and it shall be attached to this agreement when signed.
Contract Number:
16
EXHIBIT D
ADDITIONAL PROVISIONS
A. Responsibilities - Subrecipient
1. Publication Rights. Where the Subrecipient exclusively develops books, films, or other such
copyrightable materials through activities supported by this agreement, the Subrecipient may
copyright those materials. The materials that the Subrecipient copyrights cannot include service
recipient information or personal identification data. Subrecipient agrees that the federal
government reserves a royalty-free, non-exclusive and irrevocable license to reproduce, publish and
use such materials copyrighted by the Subrecipient and authorizes others to reproduce and use such
materials. Copyrighted materials or modifications bearing acknowledgment of the United States
Department of Agriculture (USDA), and must be pre-approved by USDA prior to reproduction and
use. The Subrecipient shall give recognition to the County in any and all publications papers and
presentations arising from the program and service contract herein
2. Fees. Make reasonable efforts to collect l51 and 3rd party fees, where applicable, and report these as
directed. Any under recoveries of otherwise available fees resulting from failure to bill for eligible
services will be excluded from reimbursable expenditures. Guarantee that any claims made to the
County under this Agreement shall not be financed by any sources other than the County under
the terms of this Agreement. If funding is received through any other source, the Subrecipient
agrees to budget the additional source of funds and reflect the source of funding on the Financial
Status Report.
3. Reporting. Utilize all report forms and reporting formats required by the County at the effective
date of this agreement, and provide the County with timely review and commentary on any new
report forms and reporting formats proposed for future use.
4. Record Maintenance/Retention. Maintain adequate program and fiscal records and files, including
source documentation to support program activities and all expenditures made under the terms of
this agreement, as required. Assure that all terms of the agreement will be appropriately adhered
to; and, that detailed documentation for the project or program identified in this agreement will be
maintained for a period of not less than four (4) years from the date of termination, the date of
submission of the final expenditure report or until litigation or audit findings have been resolved.
This Section applies to Subrecipient, any parent, affiliate, or subsidiary organization of Subrecipient,
and any subcontractor that performs Agreement activities in connection with this Agreement.
5. Audit and Authorized Access. Subrecipient certifies by signing this Agreement that it complies with
regulations set forth in Title 2 Code of Federal Regulations (CFR) Part 200 and will provide notice of
the completion of required audits and any adverse findings which impact this subaward as required
by parts 200.501-200.521, and will permit upon reasonable notification and at reasonable times,
access by authorized representatives of the County, Federal Grantor Agency, Comptroller General of
the United States and State Auditor General, or any of their duly authorized representatives, to
records, files, and documentation related to this agreement, to the extent authorized by applicable
state or federal law, rule or regulation.
6. Notification of Modifications. Provide timely notification to the County, in writing, of any action by
Contract Number:
17
the Subrecipient, its governing board or any other funding source which would require or result in
significant modification in the provision of services or funding or compliance with operational
procedures.
7. Software Compliance. The Subrecipient must ensure software compliance and compatibility with
the County's data systems for services provided under this agreement including, but not limited to:
stored data, databases, and interfaces for the production of work products and reports. All required
data under this Agreement shall be provided in an accurate and timely manner without interruption,
failure or errors due to the inaccuracy of the Subrecipient's business operations for processing
date/time data.
8. Human Subjects. The Subrecipient will comply with Protection of Human Subjects Act, 45 CFR, Part
46.The Subrecipient agrees to submit all research involving human subjects, which is conducted in
programs sponsored by the County, or in programs which receive funding from or through the State
of Michigan, to the County and to the Institutional Review Board (IRB) of the MDHHS for approval
prior to initiation of the research.
9. Mandatory Disclosures. The Subrecipient must disclose to the County in writing within 14 days of
receiving notice of any litigation, investigation, arbitration, or other proceeding (collectively,
"Proceeding") involving Subrecipient, a subcontractor, or an officer or director of Subrecipient or
subcontract, or that arises during the term of this Agreement including:
a. All violations of federal and state criminal law involving fraud, bribery, or gratuity violations
potentially affecting the agreement.
b. A criminal Proceeding;
c. A parole or probation Proceeding;
d. A Proceeding under the Sarbanes-Oxley Act;
e. A civil Proceeding involving;
i. A claim that might reasonably be expected to adversely affect Subrecipient's
viability or financial stability; or
ii. A governmental or public entity's claim or written allegation of fraud; or
f. A Proceeding involving any license that Subrecipient is required to possess in order to
perform under this Agreement.
10. Conflict of Interest and Code of Conduct Standards.
a. The Subrecipient is subject to the provisions of 1968 PA 317, as amended, 1973 PA
196, as amended, and Title 2 Code of Federal Regulations, Section 200.318 (c) (1)
and (2).
b. The Subrecipient will uphold high ethical standards and is prohibited from:
i) Holding or acquiring an interest that would conflict with this Agreement.
ii) Doing anything that creates an appearance of impropriety with respect
to the award or performance of this Agreement.
iii) Attempting to influence or appearing to influence any County employee
by the direct or indirect offer of anything of value; or
iv) Paying or agreeing to pay any person, other than employees and
consultants working for Subrecipient, any consideration contingent upon
the award of this Agreement.
c. Immediately notify the County of any violation or potential violation of these
Contract Number:
18
standards. This Section applies to Subrecipient, any parent, affiliate, or subsidiary
organization of Subrecipient, and any subcontractor that performs activities in
connection with this Agreement.
11. Non-Discrimination. The Subrecipient agrees not to discriminate against any employee or applicant
for employment or service delivery and access, with respect to their hire, tenure, terms, conditions
or privileges of employment, programs and services provided or any manner directly or indirectly
related to employment, because of race, color, religion, national origin, ancestry, age, sex, height,
weight, marital status, physical or mental disability unrelated to the individual's ability to perform
the duties of the particular job or position or to receive services.
The Subrecipient further agrees that every subcontract entered into for the performance of any
contract or purchase order resulting herefrom will contain a provision requiring non-discrimination
in employment, service delivery and access, as herein specified binding upon each subcontractor.
12. Anti-Lobbying Act. The Subrecipient will comply with the Anti-Lobbying Act, (31 USC 1352, as revised
by the Lobbying Disclosure Act of 1995, being 2 USC 1601 et seq.), and section 503 of the County's of
Labor, Health and Human Services, and Education, and Related Agencies Appropriations Act (Public
Law 104 - 208). Further, the Contractor shall require that the language of this assurance be
included in the award documents of 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.
13. Debarment and Suspension. The Subrecipient assures that it will comply with federal regulations 45
C.F.R., Part 76 and certifies to the best of its knowledge and belief it:
a. Is not presently debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded from covered transactions by any federal department or agency;
b. Has not within the three-year period preceding this Agreement been convicted of or had a
civil judgment rendered against it for commission of a fraud or a criminal offense in
connection with obtaining, attempting to obtain, or performing a public (federal, state or
local) transaction or contract under a public transaction; violation of federal or state
antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or
destruction of records, making false statements or receiving stolen property;
c. Is not presently indicted or otherwise criminally or civilly charged by a governmental
entity (federal, state or local) with the commission of any of the offenses enumerated in
(b) above; and
d. Has not within the three-year period preceding this Agreement had one or more public
transactions (federal, state or local) terminated for cause or default.
This Agreement may be terminated immediately without further liability to County if Subrecipient or
an official or employee of Subrecipient is convicted of any activity referenced in this Section during
the term of this Agreement or any extension thereof.
14. Pro-Children Act. The Subrecipient will comply with Public Law 103-227, also known as the Pro-
Children Act of 1994 (20 USC 6081 et seq.), which requires that smoking not be permitted in any
portion of any indoor facility owned or leased or contracted by and used routinely or regularly for
the provision of health, day care, early childhood development services, education or library services
Contract Number:
19
to children under the age of 18, if the services are funded by federal programs either directly or
through state or local governments, by federal grant, contract, loan or loan guarantee. The law also
applies to children's services that are provided in indoor facilities that are constructed, operated, or
maintained with such federal funds. The law does not apply to children's services provided in private
residences; portions of facilities used for inpatient drug or alcohol treatment; service providers
whose sole source of applicable funds is Medicare or Medicaid; or facilities where WIC coupons are
redeemed.
15. Smoke-Free Environment. The Subrecipient also assures that any service or activity funded in whole
or in part through this agreement will be delivered in a smoke-free facility or environment. Smoking
shall not be permitted anywhere in the facility, or those parts of the facility under the control of the
Subrecipient. If activities or services are delivered in facilities or areas that are not under the control
of the Subrecipient (e.g., a mall, restaurant or private site), the activities or services shall be smoke-
free.
16. Procurement. The Subrecipient will assure that all purchase transactions, whether negotiated or
advertised, shall be conducted openly and competitively in accordance with the principles and
requirements of 0MB Circular A-102 (as revised), implemented through applicable portions of the
associated "Common Rule" as promulgated by responsible federal Contractor(s), or 0MB Circular A-
110 as applicable, and that records sufficient to document the significant history of all purchases are
maintained for a minimum of three years after the end of the agreement period
17. Hatch Political Activity Act and Intergovernmental Personnel Act. The Subrecipient will comply with
the Hatch Political Activity Act 5 USC 1501-1508 and the Intergovernmental Personnel Act of 1970,
as amended by Title VI of the Civil Service Reform Act, Public Law 95-454, Section 42 USC 4728.
Federal funds cannot be used for partisan political purposes of any kind by any person or
organization involved in the administration of federally assisted programs.
18. Master Agreement. The Subrecipient will be subject to the master agreement (Comprehensive
Agreement) between the United States Department of Agriculture and the County. In the event of a
conflict between the subcontract and provisions of the master agreement, the provisions of the
master agreement shall prevail.
B. Responsibilities - County
1. Notification of Modifications. Notify the Subrecipient in writing of modifications to Federal or State
laws, rules and regulations affecting this agreement.
2. Identification of Laws. Identify for the Subrecipient relevant laws, rules, regulations, policies,
procedures, guidelines and State and Federal manuals, and provide copies of these documents to
the extent they are not otherwise available to the Subrecipient.
3. Modification of Funding. Notify the Subrecipient in writing within thirty (30) calendar days of
becoming aware of the need for any modifications in agreement funding commitments made
necessary by action of the Federal Government, the Governor, the Legislature or the Department of
Management and Budget on behalf of the Governor or the Legislature. Implementation of the
modifications will be determined jointly by the Subrecipient and the County.
Contract Number:
20
4. Monitor Compliance. Monitor compliance with all applicable provisions contained in federal and
state grant awards and their attendant rules, regulations and requirements pertaining to program
elements covered by this agreement.
5. Technical Assistance. Make technical assistance available to the Subrecipient for the
implementation of this agreement, as resources allow.
C. Terms and Conditions
1. Compliance with Applicable Laws. The Subrecipient will comply with applicable federal and state
laws, guidelines, rules and regulations, professional licenses, permits, and certificates in carrying out
the terms of this agreement. The Subrecipient will also comply with all applicable general
administrative requirements such as 0MB Circulars covering cost principles, grant/agreement
principles, and audits in carrying out the terms of this agreement.
2. Subcontracts of the Subrecipient. Assure for any subcontracted service, activity or products:
a. Subrecipient may not assign or subcontract any rights or obligations under this Agreement
without County's prior written approval.
a. That a written subcontract is executed by all affected parties prior to the initiation of any
new subcontract activity. Exceptions may be granted by the County upon written request.
b. That any executed subcontract shall require the Subrecipient to comply with all applicable
terms and conditions of this agreement. In the event of a conflict between this agreement
and the provisions of the subcontract, the provisions of this agreement shall prevail. A
conflict between this agreement and a subcontract, however, shall not be deemed to exist
where the subcontract:
i. Contains additional non-conflicting provisions not set forth in this agreement; or
ii. Restates provisions of this agreement to afford the Subrecipient the same or
substantially the same rights and privileges as the County; or
iii. Requires the Subcontractor to perform duties and/or services in less time than
that afforded the Subrecipient in this agreement.
c. That the subcontract does not affect the Subrecipient's accountability to the County for the
subcontracted activity.
d. That any billing or request for reimbursement for subcontract costs is supported by a valid
subcontract and adequate source documentation on costs and services.
e. That the Subrecipient will submit a copy of the subcontract to the County upon request.
f. That subcontracts in support of programs or elements utilizing funds provided by the
County, the State of Michigan or the federal government in excess of $10,000 shall contain
provisions or conditions that will:
i. Allow the Subrecipient or County to seek administrative, contractual or legal
remedies in instances in which the Subrecipient violates or breaches contract
terms, and provide for such remedial action as may be appropriate.
ii. Provide for termination by the Subrecipient, including the manner by which
termination will be effected and the basis for settlement.
3. Unobligated Funds. Any unobligated balance of funds held by the Subrecipient at the end of the
agreement period will be returned to the County or treated in accordance with instructions
provided by the County. The County has the option to assume no responsibility or liability for costs
incurred by the Subrecipient prior to the signing of this agreement.
Contract Number:
21
4. Final Reporting. Should either party terminate this agreement, within thirty (30) days after the
termination, the Subrecipient shall provide the County with all financial performance, and other
reports required as a condition of the agreement. The County will make payments to the
Subrecipient for allowable reimbursable costs not covered by previous payments, other state or
federal programs. The Subrecipient shall immediately refund to the County funds not authorized for
use and any payments advanced to the Subrecipient in excess of allowable reimbursable
expenditures. Any dispute arising as a result of this agreement shall be resolved in the State of
Michigan.
5. Amendments. Any modification of this Agreement or additional obligation assumed by either party
in connection with this Agreement shall be binding only if evidenced in writing and signed by each
party or an authorized representative of each party.
6. Confidentiality. Both County and Subrecipient shall assure that the health services to and
information contained in medical records of persons served under this Agreement, or other such
recorded information required to be held confidential by federal or state law, rule or regulation, in
connection with the provision of services or other activity under this Agreement shall be privileged
communication, shall be held confidential, and shall not be divulged without the written consent of
either the patient or a person responsible for the patient, except as may be otherwise required by
applicable law, or regulation. Such information may be disclosed in summary, statistical or other
form which does not directly or indirectly identify particular individuals.
7. Relationship of Parties
a. The parties agree that Subrecipient is an independent contractor for the purposes of this
Agreement. Subrecipient shall not be considered an agent or employee of County for any
purpose, and neither the Subrecipient nor its employees are entitled to any of the benefits
that the County provides for its employees. Subrecipient shall not be subject to or covered
by any of the County's employee handbooks, collective bargaining agreements, or
personnel policies.
b. County shall not be responsible for covering Subrecipient under any worker's
compensation insurance or unemployment compensation insurance plans. Subrecipient
represents and warrants that it:
i. is covered by a worker's compensation insurance policy procured and paid for by
it; or
ii. has a valid Notice of Exclusion on file with the Michigan Bureau of Workers'
Disability Compensation; or
iii. is a "sole proprietor" within the meaning of the Michigan Workers' Disability
Compensation Act and has no employees. Subrecipient shall notify County
immediately if the status of said coverage, notice or sole proprietorship changes.
c. Subrecipient shall have no authority or right to obligate County in any way whatsoever.
Subrecipient shall identify itself as an independent contractor and shall not hold itself out
as an employee or agent of County.
d. County does not agree to use Subrecipient exclusively, and remains free to enter into
contracts for similar or other services with other individuals or entities during the course of
this Agreement.
8. Conflict of Interest. County and Subrecipient are subject to the provisions of Public Act No. 317 of
Contract Number:
22
1968, as amended (MCL 15.321 et seq., MSA 4.1700 (51) et seq.); and Public Act No. 196 of 1973, as
amended (MCL 15.341 et seq., MSA 4.1700 (71) et seq.).
9. Entire Agreement. This Agreement, together with any affixed schedules and exhibits, shall
constitute the entire agreement between the parties. Any prior understanding, representation or
negotiation of any kind preceding the date of this Agreement shall not be binding upon either party
except to the extent incorporated in this Agreement.
10. Attorney Review. The parties represent that they have carefully read this Agreement and have had
the opportunity to review it with an attorney. The parties affirmatively state that they understand
the contents of this Agreement and sign it as their free act and deed.
Contract Number:
23
Contract #: 20240016-00
Contract Between
Michigan Department of Health and Human Services
hereinafter referred to as the "Department"
and
Michigan Public Health Institute
2436 Woodlake Circle, Suite 300
Okemos MI 48864 6001
Federal I.D.#: 38-2963835, Unique Entity Identifier: Y1YNPR94FMH4
hereinafter referred to as the "Contractor"
for
Coronavirus Response Support Program - 2024
Part 1
1.Period of Contract:
This Contract will commence on October 1, 2023 and continue through September
30, 2024. No activity will be performed and no costs to the state will be incurred prior
to October 1, 2023. Throughout the Contract, October 1, 2023 shall be referred to as
the start date. This Contract is in full force and effect for the period specified.
2.Program Budget and Contract Amount:
A.Contract Amount
The total amount of this Contract is $24,116,396.00. Under the terms of this
Contract, the Department will provide funding not to exceed $24,116,396.00.
B.Equipment Purchases and Title
Any Contractor equipment purchases supported in whole or in part through
this Contract must be listed in the supporting Equipment Inventory Schedule
which should be attached to the Final Financial Status Report. Equipment
means tangible, non-expendable, personal property having a useful life of
more than one year and an acquisition cost of $5,000 or more per unit. Title to
items having a unit acquisition cost of less than $5,000 shall vest with the
Contractor upon acquisition. The Department reserves the right to retain or
transfer the title to all items of equipment having a unit acquisition cost of
$5,000 or more, to the extent that the Department’s proportionate interest in
such equipment supports such retention or transfer of title.
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C.Deviation Allowance
A deviation allowance modifying an established budget category by $10,000 or
15%, whichever is greater, is permissible without prior written approval of the
Department. Any modification or deviations in excess of this provision,
including any adjustment to the total amount of this Contract, must be made in
writing and executed by all parties through an amendment to this Contract
before the modifications can be implemented. This deviation allowance does
not authorize new categories, subcontracts, equipment items or positions not
shown in the attached Program Budget Summary and supporting detail
schedules.
3.Purpose:
The purpose of this Master Contract is to provide funding for community health and
human services.
4.Duties of Contractor:
Contractor must perform the services and provide the deliverables described in the
Project Level Statement of Work (the “Contract Activities”). 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, and meet operational standards, unless
otherwise specified in the Project Level Statement of Work.
Contractor must: (a) perform the Contract Activities in a timely, professional, safe, and
workmanlike manner consistent with standards in the trade, profession, or industry; (b)
meet or exceed the performance and operational standards, and specifications of the
Contract; (c) provide all Contract Activities in good quality, with no material defects; (d)
not interfere with the State’s operations; (e) obtain and maintain all necessary
licenses, permits or other authorizations necessary for the performance of the
Contract; (f) cooperate with the State, including the State’s quality assurance
personnel, and any third party to achieve the objectives of the Contract; (g) return to
the State any State-furnished equipment or other resources in the same condition as
when provided when no longer required for the Contract; (h) not make any media
releases without prior written authorization from the State; (i) assign to the State any
claims resulting from state or federal antitrust violations to the extent that those
violations concern materials or services supplied by third parties toward fulfillment of
the Contract; (j) comply with all State physical and information technology (IT) security
policies and standards which will be made available upon request; and (k) provide the
State priority in performance of the Contract except as mandated by federal disaster
response requirements. Any breach under this paragraph is considered a material
breach.
Contractor must also be clearly identifiable while on State property by wearing
identification issued by the State, and clearly identify themselves whenever making
contact with the State.
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5.Financial Requirements:
The financial requirements shall be followed as described in Part 2 of this Contract
and Attachments, which are part of this Contract.
6.Performance/Progress Report Requirements:
The progress reporting methods shall be followed as described in Part 2 and
Attachments, which are part of this Contract.
7.General Provisions:
The Contractor agrees to comply with the General Provisions outlined in Part 2,
Attachments and the HIPAA Business Associate Agreement Addendum, Attachment I,
as applicable, which are part of this Contract.
8.Administration of the Contract:
The Contract Manager responsible for administering this agreement on behalf of the
Department is:
MDHHS Grants Section
Phone: 517-335-3359
Email: MDHHS-EGrAMS-HELP@michigan.gov
9.Contractor's Financial Contact for the Contract:
The person to contact regarding financial matters is:
Kate Platte Financial Controller
___________________________________________________________________
Name Title
kplatte@mphi.org (517) 324-8353
___________________________________________________________________
E-Mail Address Telephone No.
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10.Special Conditions:
A. This Contract is valid upon approval and execution by the Department which
may be contingent upon approval by the State Administrative Board and
signature by the Contractor.
B. This Contract is conditionally approved subject to and contingent upon the
availability of funds.
C. Based on the availability of funding, the Department may specify the amount of
funding the Contractor may expend during a specific time period within the
Contract Period.
D. The Department will not assume any responsibility or liability for costs incurred
by the Contractor prior to the start date of this Contract.
E. The Contractor is required by 2004 PA 533 to receive payments by electronic
funds transfer.
11.Special Certification:
The individual or officer signing this Contract certifies by their signature that they are
authorized to sign this Contract on behalf of the responsible governing board, official
or Contractor.
12.Signature Section:
For the Contractor
Michigan Public Health Institute
Janice Kidd Budget Manager
___________________________________________________________________
Name Title Date
For the Michigan Department of Health and Human Services
Christine H. Sanches 09/22/2023
___________________________________________________________________
Christine H. Sanches, Director Date
Bureau of Grants and Purchasing
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Part 2
General Provisions
I.Responsibilities - Contractor
The Contractor, in accordance with the general purposes and objectives of this
Contract shall:
A.Publication Rights
1. Obtain prior written authorization from the Department’s Communication
Office and give recognition to the Department in any and all
publications, papers and presentations arising from the Contract
activities.
B.Reporting
Utilize all report forms and reporting formats required by the Department at the
start date of this Contract, and provide the Department with timely review and
commentary on any new report forms and reporting formats proposed for
issuance thereafter.
C.Records Maintenance, Inspection, Examination, and Audit
The State or its designee may audit Contractor to verify compliance with this
Contract. Contractor must retain and provide to the State or its designee and
the auditor general upon request, all financial and accounting records related
to the Contract through the term of the Contract and for 4 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, the State 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 the Contract must be paid or refunded within 45 calendar
days.
This Section applies to Contractor, any parent, affiliate, or subsidiary
organization of Contractor, and any subcontractor that performs Contract
Activities in connection with this Contract.
D.Statement of Work Progress Reports
Submit quarterly Statement of Work progress reports to the Department via
the http://egrams-mi.com/mdhhs website by the 15th of the month following
the end of the quarter and a final report by November 15.
E.Conflicts and Ethics
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Contractor will uphold high ethical standards and is prohibited from: (a) holding
or acquiring an interest that would conflict with this Contract; (b) doing
anything that creates an appearance of impropriety with respect to the award
or performance of the Contract; (c) attempting to influence or appearing to
influence any State employee by the direct or indirect offer of anything of
value; or (d) paying or agreeing to pay any person, other than employees and
consultants working for Contractor, any consideration contingent upon the
award of the Contract. Contractor must immediately notify the State 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.
F.Insurance Requirements
1. Contractor must maintain the insurances identified below and is
responsible for all deductibles. All required insurance must: (a) protect
the State from claims that may arise out of, are alleged to arise out of,
or result from Contractor's or a subcontractor's performance; (b) be
primary and non-contributing to any comparable liability insurance
(including self-insurance) carried by the State; and (c) be provided by a
company with an A.M. Best rating of "A-" or better, and a financial size
of VII or better.
2. Insurance Types, Required Limits and Additional Requirements:
a.Commercial General Liability Insurance
Minimum Limits:
$1,000,000 Each Occurrence Limit
$1,000,000 Personal & Advertising Injury Limit
$2,000,000 General Aggregate Limit
$2,000,000 Products/Completed Operations
Deductible Maximum:
$50,000 Each Occurrence
Additional Requirements:
Contractor must have their policy endorsed to add “the State
of Michigan, its departments, divisions, agencies, offices,
commissions, officers, employees, and agents” as additional
insureds using endorsement CG 20 10 11 85, or both CG
2010 07 04 and CG 2037 07 04.
b.Umbrella or Excess Liability Insurance
Minimum Limits:
$5,000,000 General Aggregate
Additional Requirements:
Contractor must have their policy follow form.
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c.Automobile Liability Insurance
Minimum Limits:
$1,000,000 Per Accident
Additional Requirements:
Contractor must have their policy: (1) endorsed to add “the
State of Michigan, its departments, divisions, agencies, offices,
commissions, officers, employees, and agents” as additional
insureds; and (2) include Hired and Non-Owned Automobile
coverage.
d.Workers' Compensation Insurance
Minimum Limits:
Coverage according to applicable laws governing work
activities.
Additional Requirements:
Waiver of subrogation, except where waiver is prohibited by
law.
e.Employers Liability Insurance
Minimum Limits:
$500,000 Each Accident
$500,000 Each Employee by Disease
$500,000 Aggregate Disease
f.Privacy and Security Liability (Cyber Liability) Insurance
Minimum Limits:
$1,000,000 Each Occurrence Limit
$1,000,000 Annual Aggregate
Additional Requirements:
Contractor must have their policy: (1) endorsed to add “the
State of Michigan, its departments, divisions, agencies, offices,
commissions, officers, employees, and agents” as additional
insureds; and (2) cover information security and privacy
liability, privacy notification costs, regulatory defense and
penalties, and website media content liability.
g.Crime (Fidelity) Insurance
Minimum Limits:
$1,000,000 Employee Theft Per Loss
Additional Requirements:
Contractor must have their policy: (1) cover forgery and
alteration, theft of money and securities, robbery and safe
burglary, computer fraud, funds transfer fraud, money order
and counterfeit currency, and (2) endorsed to add “the State of
Michigan, its departments, divisions, agencies, offices,
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commissions, officers, employees, and agents” as Loss
Payees.
h.Professional Liability (Errors and Omissions) Insurance
Minimum Limits:
$3,000,000 Each Occurrence
$3,000,000 Annual Aggregate
Deductible Maximum
$50,000 Per Loss
i.Environmental and Pollution Liability (Errors and Omissions)
Minimum Limits:
$1,000,000 Each Occurrence
$2,000,000 Annual Aggregate
Additional Requirements:
Contractor must have their policy: (1) be applicable to the work
being performed, including completed operations equal to or
exceeding statute of repose; (2) not have exclusions or
limitations related to Transportation (upset overturn, spills
during loading or unloading, Hazardous Materials Handling,
and Non Owned disposal site liability; and (3) endorsed to add
“the State of Michigan, its departments, division, agencies,
offices, commissions, officers, employees, and agents” as
additional insured.
3. If any of the required policies provide claims-made coverage, the
Contractor must: (a) provide coverage with a retroactive date before
the effective date of the contract or the beginning of Contract Activities;
(b) maintain coverage and provide evidence of coverage for at least
three (3) years after completion of the Contract Activities; and (c) if
coverage is cancelled or not renewed, and not replaced with another
claims-made policy form with a retroactive date prior to the contract
effective date, Contractor must purchase extended reporting coverage
for a minimum of three (3) years after completion of work.
4. Contractor must: (a) provide insurance certificates to the Contract
Manager containing the Contract or delivery order number, at Contract
formation and within 20 calendar days of the expiration date of the
applicable policies; (b) require that subcontractors maintain the required
insurances contained in this Section; (c) notify the Contract Manger
within 5 business days if any insurance is cancelled; and (d) waive all
rights against the State for damages covered by insurance. Failure to
maintain the required insurance does not limit this waiver.
5. This Section is not intended to and is not to be construed in any manner
as waiving, restricting or limiting the liability of either party for any
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obligations under this Contract (including any provisions hereof
requiring Contractor to indemnify, defend and hold harmless the State).
G.Background Checks
Pursuant to Michigan law, all agencies subject to IRS Pub. 1075 are required
to ask the Michigan State Police to perform fingerprint background checks on
all employees, including Contractor and Subcontractor employees, who may
have access to any database of information maintained by the federal
government that contains confidential or personal information, including, but
not limited to, federal tax information. Further, pursuant to Michigan law, any
agency described above is prohibited from providing Contractors or
Subcontractors with the result of such background check. For more
information, please see Michigan Public Act 427 of 2018. Upon request,
Contractor must perform background checks on all employees and
subcontractors and its employees prior to their assignment. The scope is at
the discretion of the State and documentation must be provided as requested.
Contractor is responsible for all costs associated with the requested
background checks. The State, in its sole discretion, may also perform
background checks.
H.State Car Usage
This provision applies only to the Contractor’s affiliate employees. Travel
included in the budgets for Contractor’s employees covers expenses related to
conferences/meetings, meals and mileage when a state car is not available.
State vehicles are allowed to be used by the Contractor’s affiliate employees in
the course of regular Department business travel. When assigned state
vehicles are not available, state pool vehicle usage may be allowed with prior
approval from the Department program manager. Travel reimbursement
vouchers for mileage will include an assurance signed by the Department
program manager that they have reviewed the travel and it is not for an
occasion when a state car was used. The Contractor’s affiliate employees will
follow the same travel and vehicle policies and regulations that state
employees are required to follow. For purposes of this subpart, an affiliate
employee is an employee of the Contractor whose work is supervised by a
Department employee, who is not housed at the Contractor's work location,
and whose work location is designated by the Department.
I.Reports, Studies and Publications
On or before October 30 each year, the Contractor will provide to the Bureau
of Grants and Purchasing, Grants Division Director, a link to a website that
includes all reports, studies, and publications produced by the Contractor, its
subcontractors, or the Department with the funds appropriated and allocated to
the Contractor.
J.Remote Work
This section applies to the Contractor's affiliate employees and employees of
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subcontractors functioning as affiliate employees. Affiliate employees working
remotely must be in compliance with all Department remote work policies that
are applicable to affiliate employees as determined by the Department. It is
the responsibility of the Department to monitor compliance. Upon Contractor’s
completion of work, termination or departure, per Part 1 of this contract, the
Contractor is to return State issued resources. The State reserves the right to
seek reimbursement from the Contractor for all resources not returned or not
returned in the same condition as when the State issued them. A reasonable
reimbursement amount will be determined by the Department.
K.State Data
i.Ownership
The State’s data (“State Data,” which will be treated by Contractor as
Confidential Information) includes: (a) the State’s data collected, used,
processed, stored, or generated as the result of the Contract Activities;
(b) personally identifiable information (“PII“) collected, used, processed,
stored, or generated as the result of the Contract Activities, including,
without limitation, any information that identifies an individual, such as
an individual’s social security number or other government-issued
identification number, date of birth, address, telephone number,
biometric data, mother’s maiden name, email address, credit card
information, or an individual’s name in combination with any other of the
elements here listed; and, (c) personal 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 the State and all right, title, and interest in the same is
reserved by the State. This Section survives the termination of this
Contract.
ii.Contractor Use of State Data
Contractor is provided a limited license to State Data for the sole and
exclusive purpose of providing the Contract Activities, including a
license to collect, process, store, generate, and display State Data only
to the extent necessary in the provision of the Contract Activities.
Contractor must: (a) keep and maintain State Data in strict confidence,
using such degree of care as is appropriate and consistent with its
obligations as further described in this Contract and applicable law to
avoid unauthorized access, use, disclosure, or loss; (b) use and
disclose State Data solely and exclusively for the purpose of providing
the Contract Activities, such use and disclosure being in accordance
with this Contract, any applicable Statement of Work, and applicable
law; and (c) not use, sell, rent, transfer, distribute, or otherwise disclose
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or make available State Data for Contractor’s own purposes or for the
benefit of anyone other than the State without the State’s prior written
consent. This Section survives the termination of this Contract.
iii.Extraction of State Data
Contractor must, within five (5) business days of the State’s request,
provide the State, 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 the State.
iv.Backup and Recovery of State Data
Contractor is responsible for maintaining a backup of State Data and for
an orderly and timely recovery of such data. Contractor must maintain a
contemporaneous backup of State Data that can be recovered within
four (4) hours at any point in time.
v.Loss or Compromise of Data
In the event of any act, error or omission, negligence, misconduct, or
breach on the part of Contractor that compromises or is suspected to
compromise the security, confidentiality, or integrity of State Data or the
physical, technical, administrative, or organizational safeguards put in
place by Contractor that relate to the protection of the security,
confidentiality, or integrity of State Data, Contractor must, as applicable:
(a) notify the State as soon as practicable but no later than twenty-four
(24) hours of becoming aware of such occurrence;
(b) cooperate with the State 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 the State;
(c) in the case of PII or PHI, at the State’s sole election, (i) with approval
and assistance from the State, 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 (5) calendar days of the
occurrence; or (ii) reimburse the State for any costs in notifying the
affected individuals;
(d) in the case of PII, provide third-party credit and identity monitoring
services to each of the affected individuals who comprise the PII for the
period required to comply with applicable law, or, in the absence of any
legally required monitoring services, for no less than twenty-four (24)
months following the date of notification to such individuals;
(e) perform or take any other actions required to comply with applicable
law as a result of the occurrence;
(f) pay for any costs associated with the occurrence, including but not
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limited to any costs incurred by the State in investigating and resolving
the occurrence, including reasonable attorney’s fees associated with
such investigation and resolution;
(g) without limiting Contractor’s obligations of indemnification as further
described in this Contract, indemnify, defend, and hold harmless the
State 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 the State in connection with the
occurrence;
(h) be responsible for recreating lost State Data in the manner and on
the schedule set by the State without charge to the State; and
(i) provide to the State a detailed plan within ten (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.
The State 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 the State in writing prior to its dissemination. The
parties agree that any damages relating to a breach of this Section 2
are to be considered direct damages and not consequential damages.
This section survives termination or expiration of this Contract.
vi.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.
vii.Compliance with IRS Pub 1075
If the Contract Activities includes access to, or the hosting of, any tax
information, Contractor must also comply with the applicable
requirements of IRS Publication 1075, Schedule G – Exhibit 7
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Safeguarding Contract Language and Schedule H – Safeguard
Requirements of Confidential Tax Data.
L.Data Privacy and Information Security
i.Undertaking by Contractor
Without limiting Contractor’s obligation of confidentiality as further
described, Contractor is responsible for establishing and maintaining a
data privacy and information security program, including physical,
technical, administrative, and organizational safeguards, that is
designed to: (a) ensure the security and confidentiality of the State
Data; (b) protect against any anticipated threats or hazards to the
security or integrity of the State Data; (c) protect against unauthorized
disclosure, access to, or use of the State Data; (d) ensure the proper
disposal of State Data; and (e) ensure that all employees, agents, and
subcontractors of Contractor, if any, comply with all of the foregoing. In
no case will the safeguards of Contractor’s data privacy and information
security program be less stringent than the safeguards used by the
State, and Contractor must at all times comply with all applicable State
IT policies and standards, which are available to Contractor upon
request.
ii.Audit by Contractor
No less than annually, Contractor must conduct a comprehensive
independent third-party audit of its data privacy and information security
program and provide such audit findings to the State.
iii.Right of Audit by the State
Without limiting any other audit rights of the State, the State has the
right to review Contractor’s data privacy and information security
program prior to the commencement of Contract Activities and from time
to time during the term of this Contract. During the providing of the
Contract Activities, on an ongoing basis from time to time and with two-
day notice, the State, at its own expense, is entitled to perform, or to
have performed, an on-site audit of Contractor’s data privacy and
information security program. In lieu of an on-site audit, upon request by
the State, Contractor agrees to complete, within 45 calendar days of
receipt, an audit questionnaire provided by the State regarding
Contractor’s data privacy and information security program.
iv.Audit Findings
Contractor must implement any required safeguards as identified by the
State or by any audit of Contractor’s data privacy and information
security program.
v.State’s Right to Termination for Deficiencies
The State reserves the right, at its sole election, to immediately
terminate this Contract or a Statement of Work without limitation and
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without liability if the State determines that Contractor fails or has failed
to meet its obligations under this Section.
II.Responsibilities - Department
The Department in accordance with the general purposes and objectives of this
Contract will:
A.Reimbursement
Provide reimbursement in accordance with the terms and conditions of this
Contract based upon appropriate reports, records, and documentation
maintained by the Contractor.
B.Report Forms
Provide any report forms and reporting formats required by the Department at
the start date of this Contract, and provide to the Contractor any new report
forms and reporting formats proposed for issuance thereafter at least 90 days
prior to their required usage in order to afford the Contractor an opportunity to
review and offer comment.
III.Assurances
The following assurances are hereby given to the Department:
A.Compliance with Laws
Contractor must comply with all federal, state and local laws, rules and
regulations.
B.Non-Discrimination
Under the Elliott-Larsen Civil Rights Act, 1976 PA 453, MCL 37.2101, et seq.,
the Persons with Disabilities Civil Rights Act, 1976 PA 220, MCL 37.1101, et
seq., and Executive Directive 2019-09. Contractor and its subcontractors
agree not to discriminate against an employee or applicant for employment
with respect to hire, tenure, terms, conditions, or privileges of employment, or
a matter directly or indirectly related to employment, because of race, color,
religion, national origin, age, sex (as defined in Executive Directive 2019-09),
height, weight, marital status, partisan considerations, any mental or physical
disability, or genetic information that is unrelated to the person’s ability to
perform the duties of a particular job or position. Breach of this covenant is a
material breach of this Contract.
C.Federal Requirement: Pro-Children Act
1. The Contractor will comply with the Pro-Children Act of 1994 (PL 103-
227; 20 USC 6091 et seq.), which requires that smoking not be
permitted in any portion of any indoor facility owned or leased or
contracted by and used routinely or regularly for the provision of health,
day care, early childhood development services, education or library
services to children under the age of 18, if the services are funded by
federal programs either directly or through state or local governments,
by federal grant, contract, loan or loan guarantee. The law also applies
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to children’s services that are provided in indoor facilities that are
constructed, operated, or maintained with such federal funds. The law
does not apply to children’s services provided in private residences;
portions of facilities used for inpatient drug or alcohol treatment;
services providers whose sole source of applicable federal funds is
Medicare or Medicaid; or facilities where Women, Infants, and Children
(WIC) coupons are redeemed. Failure to comply with the provisions of
the law may result in the imposition of a civil monetary penalty of up to
$1,000 for each violation and/or the imposition of an administrative
compliance order on the responsible entity. The Contractor also assures
that this language will be included in any subawards which contain
provisions for children’s services.
2. The Contractor also assures, in addition to compliance with Public Law
103-227, any service or activity funded in whole or in part through this
Contract will be delivered in a smoke-free facility or environment.
Smoking shall not be permitted anywhere in the facility, or those parts of
the facility under the control of the Contractor. If activities are delivered
in facilities or areas that are not under the control of the Contractor (e.g.,
a mall, restaurant or private work site), the activities or services shall be
smoke-free.
D.Hatch Political Activity Act and Intergovernmental Personnel Act
The Contractor will comply with the Hatch Political Activity Act (5 USC 1501-
1509, 7324-7328) and the Intergovernmental Personnel Act of 1970, as
amended by Title VI of the Civil Service Reform Act (PL 95-454; 42 USC 4728-
4763). Federal funds cannot be used for partisan political purposes of any kind
by any person or organization involved in the administration of federally-
assisted programs.
E.National Defense Authorization Act Employee Whistleblower Protections
The Contractor will comply with the National Defense Authorization Act “Pilot
Program for Enhancement of Contractor Employee Whistleblower
Protections”.
a. This Contract and employees working on this Contract will be subject to
the whistleblower rights and remedies in the pilot program on Contractor
employee whistleblower protections established at 41 USC 4712 by
section 828 of the National Defense Authorization Act for Fiscal Year
2012 and Federal Acquisition Regulation (FAR) 3.908.
b. The Contractor shall inform its employees in writing, in the predominant
language of the workforce, of employee whistleblower rights and
protections under 41 USC 4712, as described in FAR 3.908.
c. The Contractor shall insert the substance of this clause, including this
paragraph (c), in all subcontracts over the simplified acquisition
threshold.
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F.Trafficking Victims Protection Act
The Contractor will comply with the Trafficking Victims Act of 2000 (PL 106-
386), as amended.
a. This Contract and anyone working on this Contract will be subject to
the Trafficking Victims Protection Act and must comply with all
applicable standards, orders or regulations issued pursuant to this Act.
Violations must be reported to the Department.
G.Subcontracting
Contractor may not delegate any of its obligations under the Contract without
the prior written approval of the State. Contractor must notify the State at least
90 calendar days before the proposed delegation and provide the State 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. The State, in its
sole discretion, may require the replacement of any subcontractor.
H.Procurement
Contractor will ensure that all purchase transactions, whether negotiated or
advertised, shall be conducted openly and competitively in accordance with
the principles and requirements of 2 CFR 200. Funding from this Contract shall
not be used for the purchase of foreign goods or activities. Records shall be
sufficient to document the significant history of all purchases and shall be
maintained for a minimum of three years after the end of the Contract period.
I.Health Insurance Portability and Accountability Act
To the extent that the Health Insurance Portability and Accountability Act
(HIPAA) is applicable to the Contractor under this Contract, the Contractor
assures that it is in compliance with requirements of HIPAA including the
following:
1. The Contractor must not share any protected health information
provided by the Department that is covered by HIPAA except as
permitted or required by applicable law; or to a subcontractor as
appropriate under this Contract.
2. The Contractor will ensure that any subcontractor will have the same
obligations as the Contractor not to share any protected health data and
information from the Department that falls under HIPAA requirements in
the terms and conditions of the subcontract.
3. The Contractor must only use the protected health data and information
for the purposes of this Contract.
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4. The Contractor must have written policies and procedures addressing
the use of protected health data and information that falls under the
HIPAA requirements. The policies and procedures must meet all
applicable federal and state requirements including the HIPAA
regulations. These policies and procedures must include restricting
access to the protected health data and information by the Contractor’s
employees.
5. The Contractor must have a policy and procedure to immediately report
to the Department any suspected or confirmed unauthorized use or
disclosure of protected health information that falls under the HIPAA
requirements of which the Contractor becomes aware. The Contractor
will work with the Department to mitigate the breach, and will provide
assurances to the Department of corrective actions to prevent further
unauthorized uses or disclosures. The Department may demand
specific corrective actions and assurance and the Contractor must
provide the same to the Department.
6. Failure to comply with any of these contractual requirements may result
in the termination of this Contract in accordance with, Section V.,
Termination for Cause and Section VI., Termination for Convenience.
7. In accordance with HIPAA requirements, the Contractor is liable for any
claim, loss or damage relating to unauthorized use or disclosure of
protected health data and information, including without limitation the
Department’s costs in responding to a breach, received by the
Contractor from the Department or any other source.
8. The Contractor will enter into a business associate agreement should
the Department determine such an agreement is required under HIPAA.
9. The Department bears responsibility for HIPAA compliance for affiliate
employees.
10. The Contractor will notify the Department at the MDHHS Privacy
Security mailbox, MDHHSPrivacySecurity@michigan.gov, of all affiliate
employee starting and departure dates as soon as the Contractor is
aware of these dates.
For purposes of this subpart, an affiliate employee is a MPHI employee whose
work is supervised by a Department employee, who is not housed at MPHI,
and whose work location is designated by the Department.
J.Website Incorporation
The State is not bound by any content on Contractor’s website unless
expressly incorporated directly into this Contract.
K.Survival
The provisions of this Contract that impose continuing obligations, including
warranties and representations, termination, transition, insurance coverage,
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indemnification, and confidentiality, will survive the expiration or termination of
this Contract.
L.Non-Disclosure of Confidential Information
The parties acknowledge that each party may be exposed to or acquire
communication or data of the other party that is confidential, privileged
communication not intended to be disclosed to third parties. The provisions of
this Section survive the termination of this Contract.
a.Meaning of Confidential Information. For the purposes of this Contract,
the term “Confidential Information” means all information and
documentation of a party that: (a) has been marked “confidential” or
with words of similar meaning, at the time of disclosure by such party;
(b) if disclosed orally or not marked “confidential” or with words of
similar meaning, was subsequently summarized in writing by the
disclosing party and marked “confidential” or with words of similar
meaning; and, (c) should reasonably be recognized as confidential
information of the disclosing party. The term “Confidential Information”
does not include any information or documentation that was: (a)
subject to disclosure under the Michigan Freedom of Information Act
(FOIA); (b) already in the possession of the receiving party without an
obligation of confidentiality; (c) developed independently by the
receiving party, as demonstrated by the receiving party, without
violating the disclosing party’s proprietary rights; (d) obtained from a
source other than the disclosing party without an obligation of
confidentiality; or, (e) publicly available when received, or thereafter
became publicly available (other than through any unauthorized
disclosure by, though, 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: (a)
use of a subcontractor is authorized under this Contract; (b) the
disclosure is necessary or otherwise naturally occurs in connection
with work that is within the subcontractor's responsibilities; and (c)
Contractor obligates the subcontractor in a written contract to maintain
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the State's Confidential Information in confidence. At the State's
request, any employee of Contractor or any subcontractor may be
required to execute a separate Contract 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 the State, at the sole election of the State, the immediate
termination, without liability to the State, 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 10 business 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 the State
following the timeframe and procedure described further in this
Contract. Should Contractor or the State 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
5 calendar days from the date of termination to the other party.
However, each Party’s legal ability to destroy the other Party’s 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.
IV.Financial Requirements
A.Operating Advance
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An operating advance may be requested by the Contractor to assist with
program operations. The request should be addressed to the Contract
Manager identified in Part 1, Item 8. The operating advance will be
administered as follows:
1. The operating advance amount requested must be reasonable in
relation to factors
including but not limited to program requirements, the period of the
Contract, and
the financial obligation. The advance must not exceed 16.67 percent of
operating
expenses. Operating advances will be monitored and adjusted by the
Department
relative to the Contract amount
2. The operating advance must be recorded as an account payable liability
to the Department in the Contractor’s financial records. The operating
advance payable must remain in the Contractor’s financial records until
fully recovered by the Department.
3. The reimbursement for actual expenditures by the Department should
be used by the Contractor to replenish the operating advance used for
program operations.
4. The operating advance must be returned to the Department within 30
days of the end date of this Contract unless the Contractor has a
recurring Contract with the Department. Subsequent Department
contracts may not be executed if an outstanding operational advance
has not been repaid.
The Department may obtain the Michigan Department of Treasury’s
assistance in collecting outstanding operating advances. The
Department will comply with the Michigan Department of Treasury’s
Due Process procedures prior to forwarding claims to Treasury. Specific
Due Process procedures include the following:
a. An offer from the Department of a hearing to dispute the debt,
identifying the time, place and date of such hearing.
b. A hearing by an impartial official.
c. An opportunity for the Contractor to examine the Department’s
associated records.
d. An opportunity for the Contractor to present evidence in person
or in writing.
e. A hearing official with full authority to correct errors and decide
not to forward debt to Treasury.
f. Contractor representation by an attorney and presentation of
witnesses if necessary.
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5. If the Contractor has a recurring contract with the Department, the
Department requires an annual confirmation of the outstanding
operating advance. At the end of either the Contract period or
Department’s fiscal year, whichever is first, the Contractor must respond
to the Department’s request for confirmation of the operating advance.
Failure to respond to the confirmation request may result in the
Department recovering all or part of an outstanding operating advance.
B.Reimbursement Method
The Contractor will be paid for allowable expenditures incurred by the
Contractor, submitted for reimbursement on the Financial Status Reports
(FSRs) and approved by the Department. Reimbursement from the
Department is based on the understanding that Department funds will be paid
up to the total Department allocation as agreed to in the approved budget.
Department funds are the first source after the application of fees and
earmarked sources unless a specific local match condition exists.
C.Financial Status Report Submission
Financial Status Reports (FSRs) shall be prepared and submitted
electronically to the Department via the website http://egrams-mi.com/mdhhs.
FSRs must be submitted on a monthly basis, no later than 30 days after the
close of each calendar month. The monthly FSRs must reflect total actual
program expenditures, up to the total Contract amount. Failure to meet
financial reporting responsibilities as identified in this Contract may result in
withholding future payments.
The Contractor employee who submits the FSR is certifying to the best of their
knowledge and belief that the report is true, complete and accurate and the
expenditures, disbursements, and cash receipts are for the purposes and
objectives set forth in the terms and conditions of this Contract. The individual
submitting the FSR should be aware that any false, fictitious, or fraudulent
information, or the omission of any material facts, may subject them to
criminal, civil or administrative penalties for fraud, false statements, false
claims or otherwise.
The instructions for completing the FSR form are available on the website
http://egrams-mi.com/mdhhs. Send FSR questions to
FSRMDHHS@michigan.gov.
D.Reimbursement Mechanism
All Contractors must register using the on-line vendor self-service site to
receive all State of Michigan payments as Electronic Funds
Transfers(EFT)/Direct Deposits, as mandated by MCL 18.1283a. Vendor
registration information is available through the Department of Technology
Management and Budget’s web site: https://www.michigan.gov/sigmavss.
E.Final Obligations and Financial Status Reporting Requirements
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1.Obligation Report
The Obligation Report, based on annual guidelines, must be submitted
by the due date using the format provided by the Department’s
Expenditures Operations. The Contractor must provide an estimate of
total expenditures for the entire Contract period. The information on the
report will be used to record the Department’s year-end accounts
payables and receivables for this Contract.
2.Department-wide Payment Suspension
A temporary payment suspension is in effect on contracts during the
department’s year-end closing period beginning September 20 until mid-
November. FSRs through the August period should be submitted by
September 15 to ensure payment prior to the payment suspension
period.
3.Final FSRs
Final FSRs are due 45 days following the end of the Contract period.
The final FSR must be clearly marked “Final." Final FSRs not received
by the due date may result in the loss of funding requested on the
Obligation Report and may result in the potential reduction in the
subsequent year’s Contract amount.
F.Unobligated Funds
Any unobligated balance of funds held by the Contractor at the end of the
Contract period will be returned to the Department within 30 days of the end of
the Contract or treated in accordance with instructions provided by the
Department.
G.Indirect Costs
The Contractor is allowed to use an approved federal indirect rate in their
budget calculations and financial status reporting. If the Contractor does not
have an existing approved federal indirect rate, they may use a 10% de
minimis rate in accordance with 2 CFR 200 to recover their indirect costs.
V.Termination for Cause
The State may terminate this Contract for cause, in whole or in part, if Contractor, as
determined by the State: (i) endangers the value, integrity, or security of any facility,
data, or personnel; (ii) becomes insolvent, petitions for bankruptcy court proceedings,
or has an involuntary bankruptcy proceeding filed against it by any creditor; (iii)
engages in any conduct that may expose the State to liability; (iv) breaches any of its
material duties or obligations under this Contract; or (v) fails to cure a breach within
the time stated by the State in a notice of breach, if in its sole discretion the State 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 the State terminates this Contract under this Section, the State will issue a
termination notice specifying whether Contractor must: (i) cease performance
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immediately. Contractor must submit all invoices for Contract Activities accepted by
the State within 30 days of the date of termination. Failure to submit an invoice within
that timeframe will constitute a waiver by Contractor for any amounts due to Contactor
for Contract Activities accepted by the State under this Contract or (ii) continue to
perform for a specified period. If it is later determined that Contractor was not in
breach of the Contract, the termination will be deemed to have been a Termination for
Convenience, effective as of the same date, and the rights and obligations of the
parties will be limited to those provided in Section 25, Termination for Convenience.
The State will only pay for amounts due to Contractor for Contract Activities accepted
by the State on or before the date of termination, subject to the State’s right to set off
any amounts owed by the Contractor for the State’s reasonable costs in terminating
this Contract. Contractor must promptly reimburse to the State any fees prepaid by the
State prorated to the date of such termination, including any prepaid fees. The
Contractor must pay all reasonable costs incurred by the State in terminating this
Contract for cause, including administrative costs, attorneys’ fees, court costs,
transition costs, and any costs the State incurs to procure the Contract Activities from
other sources.
VI.Termination for Convenience
The State may immediately terminate this Contract in whole or in part without penalty
and for any reason or no reason, including but not limited to, appropriation or budget
shortfalls. The termination notice will specify whether Contractor must: (a) cease
performance of the Contract Activities immediately. 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 Contractor for Contract Activities accepted by the
State under this Contract, or (b) continue to perform the Contract Activities in
accordance with Section VII, Transition Responsibilities. If the State terminates this
Contract for convenience, the State will pay all reasonable costs, as determined by
the State, for State approved Transition Responsibilities to the extent the funds are
available.
VII.Transition Responsibilities
Upon termination or expiration of this Contract for any reason, Contractor must, for a
period of time specified by the State (not to exceed 90 calendar days), provide all
reasonable transition assistance requested by the State, 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 the
State 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 the State or the State’s designee; (c)
transferring title in and delivering to the State, at the State’s discretion, all completed
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or partially completed deliverables prepared under this Contract as of the Contract
termination date; and (d) preparing an accurate accounting from which the State and
Contractor may reconcile all outstanding accounts (collectively, “Transition
Responsibilities”). This Contract will automatically be extended through the end of
the transition period.
VIII.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 the State may direct, to
preserve, maintain, protect, or return to the State all materials, data, property, and
confidential information provided directly or indirectly to the Contractor by any entity,
agent, vendor, or employee of the State.
IX.Effect of Termination
Upon and after the termination or expiration of this Contract or one or more
Statements of Work for any or no reason: (a) Contractor will be obligated to perform
all Transition Responsibilities specified in Section VII; (b) all licenses granted to
Contractor in State Data will immediately and automatically also terminate. Contractor
must promptly return to the State all State Data not required by Contractor for its
Transition Responsibilities, if any; (c) Contractor will: (i) return to the State all
documents and tangible materials (and any copies) containing, reflecting,
incorporating, or based on the State’s Confidential Information; (ii) permanently erase
the State’s Confidential Information from its computer systems. The Contractor’s legal
ability to permanently erase the State’s Confidential Information may be restricted by
its retention and disposal schedule, in which case the State’s Confidential Information
will be destroyed after the retention period expires; and (iii) certify in writing to the
State that it has complied with the requirements of this Section VIII in each case to the
extent such materials are not required by Contractor for Transition Responsibilities, if
any.
X.Stop Work Order
The State may suspend any or all activities under the Contract at any time. The State
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, the State will either: (a) issue a notice
authorizing Contractor to resume work, or (b) terminate the Contract or delivery order.
The State will not pay for Contract Activities, Contractor’s lost profits, or any additional
compensation during a stop work period.
XI.Final Reporting Upon Termination
Should this Contract be terminated by either party, within 45 days after the
termination, the Contractor shall provide the Department with all financial,
performance and other reports required as a condition of this Contract. The
Department will make payments to the Contractor for allowable reimbursable costs not
covered by previous payments or other state or federal programs. The Contractor
shall immediately refund to the Department any funds not authorized for use and any
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payments or funds advanced to the Contractor in excess of allowable reimbursable
expenditures.
XII.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.
XIII.Waiver
Failure to enforce any provision of this Contract will not constitute a waiver.
XIV.Amendments
This contract may not be amended except by signed agreement between the parties.
Notwithstanding the forgoing, 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.
XV.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.
Contractor consents to venue in Ingham County, and waives any objections, such as
lack of personal jurisdiction or forum non conveniens. Contractor must appoint
agents in Michigan to receive service of process.
XVI.Assignment
Contractor may not assign this Contract to any other party without the prior approval
of the State. Upon notice to Contractor, the State, in its sole discretion, may assign in
whole or in part, its rights or responsibilities under this Contract to any other party. If
the State determines that a novation of the Contract to a third party is necessary,
Contractor will agree to the novation and provide all necessary documentation and
signatures.
XVII.Unfair Labor Practices
Under MCL 423.324, the State may void any Contract with a Contractor or
subcontractor who appears on the Unfair Labor Practice register compiled under MCL
423.322.
XVIII 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 if, in the opinion of the State, it will ensure
performance of the Contract.
XIX.Staffing
The State’s Contract Manager may require Contractor to remove or reassign
personnel by providing a notice to Contractor.
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XX.Non-Exclusivity
Nothing contained in this Contract is intended nor will be construed as creating any
requirements contract with Contractor. This Contract does not restrict the State or its
agencies from acquiring similar, equal, or like Contract Activities from other sources.
XXI.Force Majure
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, the State may immediately contract with a third party.
XXII.Dispute Resolution
The parties will endeavor to resolve any Contract dispute in accordance with this
provision. The dispute will be referred to the parties' respective Contact Manager.
Such referral must include a description of the issues and all supporting
documentation. The parties must submit the dispute to a senior executive if unable to
resolve the dispute within 15 business days. The parties will continue performing while
a dispute is being resolved, unless the dispute precludes performance. A dispute
involving payment does not preclude performance.
Litigation to resolve the dispute will not be instituted until after the dispute has been
elevated to the parties’ senior executive and either concludes that resolution is
unlikely or fails to respond within 15 business days. The parties are not prohibited
from instituting formal proceedings: (a) to avoid the expiration of statute of limitations
period; (b) to preserve a superior position 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 the State’s right to
terminate the Contract.
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XXIII General Indemnification
Each party to this Contract must seek its own legal representative and bear its own
costs; including judgements, in any litigation that may arise from performance of this
Contract. It is specifically understood and agreed that neither party will indemnify the
other party in such litigation.
XXIV Limitation of Liability and Disclaimer of Damages
THE STATE WILL NOT BE LIABLE, 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 FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR SPECIAL
DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS AND LOST
BUSINESS OPPORTUNITIES. 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.
XXV.Change of Control
Contractor will notify within 30 days of any public announcement or otherwise once
legally permitted to do so, the State of a change in Contractor’s organizational
structure or ownership. For purposes of this Contract, a change in control means any
of the following: (a) a sale of more than 50% of Contractor’s stock; (b) a sale of
substantially all of Contractor’s assets; (c) a change in a majority of Contractor’s board
members; (d) consummation of a merger or consolidation of Contractor with any other
entity; (e) a change in ownership through a transaction or series of transactions; (f) or
the board (or the stockholders) approves a plan of complete liquidation. A change of
control does not include any consolidation or merger effected exclusively to change
the domicile of Contractor, or any transaction or series of transactions principally for
bona fide equity financing purposes.
In the event of a change of control, Contractor must require the successor to assume
this Contract and all of its obligations under this Contract.
XXVI.Americans with Disabilities Act Compliance
The State is required to comply with the Americans with Disabilities Act of 1990
(ADA), and has adopted a formal policy regarding accessibility requirements for
websites and software applications. Contractor’s Service Software must comply,
where relevant, with level AA of the World Wide Web Consortium (W3C) Web Content
Accessibility Guidelines (WCAG) 2.0.
XXVII HIPAA Compliance
The State and Contractor must comply with all obligations under HIPAA and its
accompanying regulations, including but not limited to entering into a business
associate agreement, if reasonably necessary to keep the State and Contractor in
compliance with HIPAA.
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XXVII 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 prior
written State approval, and then only in accordance with the explicit written
instructions of the State.
XXIX Disclosure of Litigation, or Other Proceedings
Contractor must notify the State within 14 calendar days of receiving notice of any
litigation, investigation, arbitration, or other proceeding (collectively, “Proceeding”)
involving Contractor, a subcontractor, or an officer or director of Contractor or
subcontractor, that arises during the term of the Contract, including: (a) a criminal
Proceeding; (b) a parole or probation Proceeding; (c) a Proceeding under the
Sarbanes-Oxley Act; (d) a civil Proceeding involving: (1) a claim that might reasonably
be expected to adversely affect Contractor’s viability or financial stability; or (2) a
governmental or public entity’s claim or written allegation of fraud; or (e) a Proceeding
involving any license that Contractor is required to possess in order to perform under
this Contract.
XXX.Travel Costs
1. Be reimbursed for travel costs (including mileage, meals, and lodging) budgeted and
incurred related to activities provided under this Agreement.
a. If the Contractor has a documented policy related to travel reimbursement for
employees and if the Contractor follows that documented policy, the
Department will reimburse the Contractor for travel costs at the Contractor's
documented reimbursement rate for employees. Otherwise, the state of
Michigan travel reimbursement rate applies.
b. Federally funded Contractors must comply with Title 2 CRF 200.475.
c.State of Michigan travel rates may be found at the following website:
http://www.michigan.gov/dtmb/0,5552,7-358-82548_13132---,00.html.
d. International travel must be pre-approved by the Department and itemized in
the budget.
XXXI.Independent Contractor
Contractor is an independent contractor and assumes all rights, obligations and
liabilities set forth in this Contract. Contractor, its employees, and agents will not be
considered employees of the State. No partnership or joint venture relationship is
created by virtue of this Contract. Contractor, and not the State, 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.
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
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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.
XXXII 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 the State 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 the State with appropriate credits to
the State against Contractor’s charges and reimburse the State for any losses or costs
incurred as a consequence of the State ceasing its use and returning it.
XXXII Warranties and Representations
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 the State or its designee any manufacturer's
warranty for the Contract Activities; (e) the Contract Activities are merchantable and fit
for the specific purposes identified in the Contract; (f) the Contract signatory has the
authority to enter into this Contract; (g) all information furnished by Contractor in
connection with the Contract fairly and accurately represents Contractor's business,
properties, finances, and operations as of the dates covered by the information, and
Contractor will inform the State of any material adverse changes;(h) all information
furnished and representations made in connection with the award of this Contract is
true, accurate, and complete, and contains no false statements or omits any fact that
would make the information misleading; and that (i) Contractor is neither currently
engaged in nor will engage in the boycott of a person based in or doing business with
a strategic partner as described in 22 USC 8601 to 8606. A breach of this Section is
considered a material breach of this Contract, which entitles the State to terminate this
Contract under Section V., Termination for Cause.
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Attachment I - HIPAA Business Associate Agreement Addendum
ATTACHMENT I
HIPAA BUSINESS ASSOCIATE AGREEMENT ADDENDUM
To the extent applicable to the activities to be performed under the Master
Contract, this Business Associate Agreement Addendum (“Addendum”) is
made a part of this Master Contract (“Contract”) between the Michigan
Department of Health and Human Services (“Covered Entity”), and Contractor,
as that term is used in the Contract (“Business Associate”).
The Business Associate performs certain services for the Covered Entity
under the Contract that requires the exchange of information including
protected health information under the Health Insurance Portability and
Accountability Act of 1996 (“HIPAA”), as amended by the American Recovery
and Reinvestment Act of 2009 (Pub.L. No. 111-5). The Michigan Department
of Health and Human Services is a hybrid covered entity under HIPAA and the
parties to the Contract are entering into this Addendum to establish the
responsibilities of both parties regarding HIPAA-covered information and have
the underlying Contract comply with HIPAA.
RECITALS
A. Under the terms of the Contract, the Covered Entity wishes to disclose
certain information to the Business Associate, some of which may
constitute Protected Health Information (“PHI”). In consideration of the
receipt of PHI, the Business Associate agrees to protect the privacy and
security of the information as set forth in this Addendum.
B. The Covered Entity and the Business Associate intend to protect the
privacy and provide for the security of PHI disclosed to the Business
Associate under the Contract in compliance with HIPAA and the HIPAA
Rules.
C. The HIPAA Rules require the Covered Entity to enter into a contract
containing specific requirements with the Business Associate before the
Covered Entity may disclose PHI to the Business Associate.
1.Definitions
a. The following terms used in this Agreement have the same
meaning as those terms in the HIPAA Rules: Breach; Data
Aggregation; Designated Record Set; Disclosure; Health Care
Obligations; Individual; Minimum Necessary; Notice of Privacy
Practices; Protected Health Information; Required by Law;
Secretary; Security Incident; Security Measures, Subcontractor;
Unsecured Protected Health Information, and Use.
b. “Business Associate” has the same meaning as the term
“business associate” at 45 CFR 160.103 and regarding this
Addendum means Michigan Public Health Institute
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c. “Covered Entity” has the same meaning as the term “covered
entity” at 45 CFR 160.103 and regarding this Addendum means
the Michigan Department of Health and Human Services.
d. “HIPAA Rules” means the Privacy, Security, Breach
Notification, and Enforcement Rules at 45 CFR Part 160 and
Part 164.
e. “Agreement” means both the Contract and this Addendum.
f. “Contract” means the underlying written agreement or purchase
order between the parties for the goods or services to which
this Addendum is added.
2.Obligations of Business Associate
The Business Associate agrees to
a. use and disclose PHI only as permitted or required by this Addendum or
as required by law.
b. implement and use appropriate safeguards, and comply with Subpart C
of 45 CFR 164 regarding electronic protected health information, to
prevent use or disclosure of PHI other than as provided in this
Addendum. Business Associate must maintain, and provide a copy to
the Covered Entity within 10 days of a request from the Covered Entity,
a comprehensive written information privacy and security program that
includes security measures that reasonably and appropriately protect
the confidentiality, integrity, and availability of PHI relative to the size
and complexity of the Business Associate’s operations and the nature
and the scope of its activities.
c. report to the Covered Entity within 24 hours of any use or disclosure of
PHI not provided for by this Addendum of which it becomes aware,
including breaches of Unsecured Protected Health Information as
required by 45 CFR 164.410, and any Security Incident of which it
becomes aware. If the Business Associate is responsible for any
unauthorized use or disclosure of PHI, it must promptly act as required
by applicable federal and State laws and regulations. Covered Entity
and the Business Associate will cooperate in investigating whether a
breach has occurred, to decide how to provide breach notifications to
individuals, the federal Health and Human Services’ Office for Civil
Rights, and potentially the media.
d. ensure, according to 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), if
applicable, that any subcontractors that create, receive, maintain, or
transmit PHI on behalf of the Business Associate agree to the same
restrictions, conditions, and requirements that apply to the Business
Associate regarding such information. Each subcontractor must sign an
agreement with the Business Associate containing substantially the
same provisions as this Addendum and further identifying the Covered
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Entity as a third party beneficiary of the agreement with the
subcontractor. Business Associate must implement and maintain
sanctions against subcontractors that violate such restrictions and
conditions and must mitigate the effects of any such violation.
e. make available PHI in a Designated Record Set to the Covered Entity
within 10 days of a request from the Covered Entity to satisfy the
Covered Entity’s obligations under 45 CFR 164.524.
f. within ten days of a request from the Covered Entity, amend PHI in a
Designated Record Set under 45 CFR § 164.526. If any individual
requests an amendment of PHI directly from the Business Associate or
its agents or subcontractors, the Business Associate must notify the
Covered Entity in writing within ten days of the request, and then, in that
case, only the Covered Entity may either grant or deny the request.
g. maintain, and within ten days of a request from the Covered Entity make
available the information required to enable the Covered Entity to fulfill
its obligations under 45 CFR § 164.528. Business Associate is not
required to provide an accounting to the Covered Entity of disclosures :
(i) to carry out treatment, payment or health care operations, as set forth
in 45 CFR § 164.506; (ii) to individuals of PHI about them as set forth in
45 CFR § 164.502; (iii) under an authorization as provided in 45 CFR §
164.508; (iv) to persons involved in the individual’s care or other
notification purposes as set forth in 45 CFR § 164.510; (v) for national
security or intelligence purposes as set forth in 45 CFR § 164.512(k)(2);
or (vi) to correctional institutions or law enforcement officials as set forth
in 45 CFR § 164.512(k)(5); (vii) as part of a limited data set according to
45 CFR 164.514(e); or (viii) that occurred before the compliance date
for the Covered Entity. Business Associate agrees to implement a
process that allows for an accounting to be collected and maintained by
the Business Associate and its agents or subcontractors for at least six
years before the request, but not before the compliance date of the
Privacy Rule. At a minimum, such information must include: (i) the date
of disclosure; (ii) the name of the entity or person who received PHI
and, if known, the address of the entity or person; (iii) a brief description
of PHI disclosed; and (iv) a brief statement of purpose of the disclosure
that reasonably informs the individual of the basis for the disclosure, or
a copy of the individual’s authorization, or a copy of the written request
for disclosure. If the request for an accounting is delivered directly to
the Business Associate or its agents or subcontractors, the Business
Associate must forward it within ten days of the receipt of the request to
the Covered Entity in writing.
h. to the extent the Business Associate is to carry out one or more of the
Covered Entity’s obligations under Subpart E of 45 CFR Part 164,
comply with the requirements of Subpart E that apply to the Covered
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Entity when performing those obligations.
i. make its internal practices, books, and records relating to the Business
Associate’s use and disclosure of PHI available to the Secretary for
purposes of determining compliance with the HIPAA Rules. Business
Associate must concurrently provide to the Covered Entity a copy of any
PHI that the Business Associate provides to the Secretary.
j. retain all PHI throughout the term of the Agreement and for a period of
six years from the date of creation or the date when it last was in effect,
whichever is later, or as required by law. This obligation survives the
termination of the Agreement.
k. implement policies and procedures for the final disposition of electronic
PHI and the hardware and equipment on which it is stored, including but
not limited to, the removal of PHI before re-use.
l. within ten days after a written request by the Covered Entity, the
Business Associate and its agents or subcontractors must allow the
Covered Entity to conduct a reasonable inspection of the facilities,
systems, books, records, agreements, policies and procedures relating
to the use or disclosure of PHI under this Addendum for the purpose of
determining whether the Business Associate has complied with this
Addendum; provided, however, that: (i) the Business Associate and the
Covered Entity must mutually agree in advance upon the scope, timing
and location of such an inspection; (ii) the Covered Entity must protect
the confidentiality of all confidential and proprietary information of the
Business Associate to which the Covered Entity has access during the
course of such inspection; and (iii) the Covered Entity or the Business
Associate must execute a nondisclosure agreement, if requested by the
other party. The fact that the Covered Entity inspects, or fails to inspect,
or has the right to inspect, the Business Associate’s facilities, systems,
books, records, agreements, policies and procedures does not relieve
the Business Associate of its responsibility to comply with this
Addendum. The Covered Entity’s (i) failure to detect or (ii) detection,
but failure to notify the Business Associate or require the Business
Associate’s remediation of any unsatisfactory practices, does not
constitute acceptance of such practice or a waiver of the Covered
Entity’s enforcement rights under this Addendum.
3.Permitted Uses and Disclosures by the Business Associate
a. Business Associate may use or disclose PHI:
(i) for the proper management and administration of the
Business Associate or to carry out the legal responsibilities of
the Business Associate; provided, however, either (A) the
disclosures are required by law, or (B) the Business Associate
obtains reasonable assurances from the person to whom the
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information is disclosed that the information will remain
confidential and used or further disclosed only as required by
law or for the purposes for which it was disclosed to the
person, and the person notifies the Business Associate of any
instances of which it is aware in which the confidentiality of the
information has been breached;
(ii) as required by law;
(iii) for Data Aggregation services relating to the health care
operations of the Covered Entity;
(iv) to de-identify, consistent with 45 CFR 164.514(a) – (c),
PHI it receives from the Covered Entity. If the Business
Associates de-identifies the PHI it receives from the Covered
Entity, the Business Associate may use the de-identified
information for any purpose not prohibited by the HIPAA
Rules; and
(v) for any other purpose listed here: carrying out the
Business Associate’s duties under the Contract.
b. Business Associate agrees to make uses and disclosures and
requests for PHI consistent with the Covered Entity’s minimum
necessary policies and procedures.
c. Business Associate may not use or disclose PHI in a manner
that would violate Subpart E of 45 CFR Part 164 if done by the
Covered Entity except for the specific uses and disclosures
described above in 3(a)(i) and (iii).
4.Covered Entity’s Obligations
Covered entity agrees to
a. use its Security Measures to reasonably and appropriately
maintain and ensure the confidentiality, integrity, and availability
of PHI transmitted to the Business Associate under the
Agreement until the PHI is received by the Business Associate.
b. provide the Business Associate with a copy of its Notice of
Privacy Practices and must notify the Business Associate of
any limitations in the Notice of Privacy Practices of the Covered
Entity under 45 CFR 164.520 to the extent that such limitation
may affect the Business Associate’s use or disclosure of PHI.
c. notify the Business Associate of any changes in, or revocation
of, the permission by an individual to use or disclose the
individual’s PHI to the extent that such changes may affect the
Business Associate’s use or disclosure of PHI.
d. notify the Business Associate of any restriction on the use or
disclosure of PHI that the Covered Entity has agreed to or is
required to abide by under 45 CFR 164.522 to the extent that
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such restriction may affect the Business Associate’s use or
disclosure of PHI.
5.Term
This Addendum must continue in effect as to each Contract to which it
applies until such Contract is terminated or is replaced with a new
contract between the parties containing provisions meeting the
requirements of the HIPAA Rules, whichever first occurs.
6.Termination
a.Material Breach. In addition to any other provisions in the
Contract regarding breach, a breach by the Business
Associate of any provision of this Addendum, as determined
by the Covered Entity, constitutes a material breach of the
Addendum and is grounds for termination of the Contract by
the Covered Entity under the provisions of the Contract
covering termination for cause. If the Contract contains no
express provisions regarding termination for cause, the
following apply to termination for breach of this Addendum,
subject to 6.b.:
(i) Default. If the Business Associate refuses or fails to timely
perform any of the provisions of this Addendum, the Covered
Entity may notify the Business Associate in writing of the non-
performance, and if not corrected within thirty days, the
Covered Entity may immediately terminate the Contract.
Business Associate must continue performance of the
Contract to the extent it is not terminated.
(ii) Associate’s Duties. Notwithstanding termination of the
Contract, and subject to any directions from the Covered
Entity, the Business Associate must timely, reasonably and
necessarily act to protect and preserve property in the
possession of the Business Associate in which the Covered
Entity has an interest.
(iii) Compensation. Payment for completed performance
delivered and accepted by the Covered Entity must be at the
Contract price.
(iv) Erroneous Termination for Default. If the Covered Entity
terminates the Contract under Section 6(a) and after such
termination it is determined, for any reason, that the Business
Associate was not in default, or that the Business Associate’s
action/inaction was excusable, such termination will be treated
as a termination for convenience, and the rights and
obligations of the parties will be the same as if the Contract
had been terminated for convenience.
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b.Reasonable Steps to Cure Breach. If the Covered Entity
knows of a pattern of activity or practice of the Business
Associate that constitutes a material breach or violation of the
Business Associate’s obligations under the provisions of this
Addendum or another arrangement and does not terminate
this Contract under Section 6(a), then the Covered Entity must
notify the Business Associate of the pattern of activity or
practice. The Business Associate must then take reasonable
steps to cure such breach or end such violation, as applicable.
If the Business Associate’s efforts to cure such breach or end
such violation are unsuccessful, the Covered Entity must
either (i) terminate this Agreement, if feasible or (ii) if
termination of this Agreement is not feasible, the Covered
Entity must report the Business Associate’s breach or violation
to the Secretary of the Department of Health and Human
Services.
c.Effect of Termination. After termination of this Agreement for
any reason, the Business Associate, with respect to PHI it
received from the Covered Entity, or created, maintained, or
received by the Business Associate on behalf of the Covered
Entity, must:
(i) retain only that PHI which is necessary for the Business
Associate to continue its proper management and
administration or to carry out its legal responsibilities;
(ii) return to the Covered Entity (or, if agreed to by the Covered
Entity in writing, destroy) the remaining PHI that the Business
Associate still maintains in any form;
(iii) continue to use appropriate safeguards and comply with
Subpart C of 45 CFR Part 164 with respect to electronic
protected health information to prevent use or disclosure of the
PHI, other than as provided for in this Section, for as long as
the Business Associate retains the PHI;
(iv) not use or disclose the PHI retained by the Business
Associate other than for the purposes for which such PHI was
retained and subject to the same conditions set out at Section
3(a)(1) which applied before termination; and
(v) return to the Covered Entity (or, if agreed to by the Covered
Entity in writing, destroy) the PHI retained by the Business
Associate when it is no longer needed by the Business
Associate for its proper management and administration or to
carry out its legal responsibilities.
7.No Waiver of Immunity. The parties do not intend to waive any of the
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immunities, rights, benefits, protection, or other provisions of the
Michigan Governmental Immunity Act, MCL 691.1401, et seq., the
Federal Tort Claims Act, 28 U.S.C. 2671 et seq., or the common law.
8.Data Ownership. The Business Associate has no ownership rights in
the PHI. The covered entity retains all ownership rights of the PHI.
9.Disclaimer. The Covered Entity makes no warranty or representation
that compliance by the Business Associate with this Addendum,
HIPAA or the HIPAA Rules will be adequate or satisfactory for the
Business Associate’s own purposes. Business Associate is solely
responsible for all decisions made by the Business Associate
regarding the safeguarding of PHI.
10.Certification. If the Covered Entity determines an examination is
necessary to comply with the Covered Entity’s legal obligations under
HIPAA relating to certification of its security practices, the Covered
Entity or its authorized agents or contractors, may, at the Covered
Entity’s expense, examine the Business Associate’s facilities, systems,
procedures and records as may be necessary for such agents or
contractors to certify to the Covered Entity the extent to which the
Business Associate’s security safeguards comply with HIPAA, the
HIPAA Rules or this Addendum.
11.Amendment
a. The parties acknowledge that state and federal laws relating to
data security and privacy are rapidly evolving and that
amendment of this Addendum may be required to provide for
procedures to ensure compliance with such developments. The
parties specifically agree to take such action as is necessary to
implement the standards and requirements of HIPAA and the
HIPAA Rules. Upon the request of either party, the other party
agrees to promptly enter into negotiations concerning the terms
of an amendment to this Addendum embodying written
assurances consistent with the standards and requirements of
HIPAA and the HIPAA Rules. Either party may terminate the
Agreement upon thirty days written notice if (i) the Business
Associate does not promptly enter into negotiations to amend
this Agreement when requested by the Covered Entity under
this Section or (ii) the Business Associate does not enter into an
amendment to this Agreement providing assurances regarding
the safeguarding of PHI that the Covered Entity, in its sole
discretion, deems sufficient to satisfy the standards and
requirements of HIPAA and the HIPAA Rules.
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12.Assistance in Litigation or Administrative Proceedings. Business
Associate must make itself, and any subcontractors, employees or
agents assisting Business Associate in the performance of its
obligations under this Agreement, available to Covered Entity, at no
cost to Covered Entity, to testify as witnesses, or otherwise, if
someone commences litigation or administrative proceedings against
the Covered Entity, its directors, officers or employees, departments,
agencies, or divisions based upon a claimed violation of HIPAA or the
HIPAA Rules relating to the Business Associate’s or its subcontractors
use or disclosure of PHI under this Agreement, except where the
Business Associate or its subcontractor, employee or agent is a named
adverse party.
13.No Third Party Beneficiaries. Nothing express or implied in this
Addendum is intended to confer any rights, remedies, obligations or
liabilities upon any person other than the Covered Entity, the Business
Associate and their respective successors or assigns.
14.Effect on Contract. Except as specifically required to implement the
purposes of this Addendum, or to the extent inconsistent with this
Addendum, all other terms of the Contract must remain in force and
effect. The parties expressly acknowledge and agree that sufficient
mutual consideration exists to make this Addendum legally binding in
accordance with its terms. Business Associate and the Covered Entity
expressly waive any claim or defense that this Addendum is not part of
the Contract.
15.Interpretation and Order of Precedence. This Addendum is
incorporated into and becomes part of the Contract. Together, this
Addendum and each separate Contract constitute the “Agreement” of
the parties with respect to their Business Associate relationship under
HIPAA and the HIPAA Rules. The provisions of this Addendum must
prevail over any provisions in the Contract that may conflict or appear
inconsistent with any provision in this Addendum. This Addendum and
the Contract must be interpreted as broadly as necessary to implement
and comply with HIPAA and the HIPAA Rules. The parties agree that
any ambiguity in this Addendum must be resolved in favor of a
meaning that complies and is consistent with HIPAA and the HIPAA
Rules. This Addendum supersedes and replaces any previous
separately executed HIPAA addendum between the parties. If this
Addendum conflicts with the mandatory provisions of the HIPAA Rules,
then the HIPAA Rules control. Where the provisions of this Addendum
differ from those mandated by the HIPAA Rules, but are nonetheless
permitted by the HIPAA Rules, the provisions of this Addendum
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control.
16.Effective Date. This Addendum is effective upon receipt of the last
approval necessary and the affixing of the last signature required.
17.Survival of Certain Contract Terms. Notwithstanding anything in this
Addendum to the contrary, the Business Associate’s obligations under
Section 6(d) and record retention laws (“Effect of Termination”) and
Section 13 (“No Third Party Beneficiaries”) survive termination of this
Addendum and are enforceable by the Covered Entity if the Business
Associate fails to perform or comply with this Addendum.
18.Representatives and Notice.
a.Representatives. For the purpose of this Addendum, the
individuals identified in the Contract must be the
representatives of the respective parties. If no representatives
are identified in the Contract, the individuals listed below are
designated as the parties’ respective representatives for
purposes of this Addendum. Either party may from time to
time designate in writing new or substitute representatives.
b.Notices. All required notices must be in writing and must be
hand delivered or given by certified or registered mail to the
representatives at the addresses set forth below. Any notice
given to a party under this Addendum must be deemed
effective, if addressed to such party, upon: (i) delivery, if hand
delivered; or (ii) the third (3rd) Business Day after being sent
by certified or registered mail.
Covered Entity Representative:
Christine H. Sanches, Director
Bureau of Grants and Purchasing
Michigan Department of Health and Human Services
Business Associate Representative:
Janice Kidd Budget Manager
Michigan Public Health Institute
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Reference Number: 23-XA-022035-11F- 504200 (Inc)
Page 1 of 29
240SUBCONTRACTOR AGREEMENT BETWEEN
Michigan Public Health Institute
2436 Woodlake Circle, Suite 300
Okemos, MI 48864 and
County of Oakland, A Michigan Constitutional
Corporation
2100 Pontiac Lake Road
Waterford, MI 48328
FEIN: XX-XXX4876
On behalf of Oakland County Health Division
1200 N. Telegraph Bldg 12 East
Pontiac, MI 48341
THIS AGREEMENT by and between the MICHIGAN PUBLIC HEALTH INSTITUTE, a Michigan nonprofit
corporation ("MPHI"), and the County of Oakland, A Michigan Constitutional Corporation, Oakland County
Health Division, ("Subcontractor"), shall become effective on the date this contract is signed by both parties,
(“Effective Date”), and continue through May 31, 2024 (“End Date”).
1.Acknowledged Facts. MPHI has entered into a contract with the Michigan Department of Health and
Human Services (MDHHS) to reduce and eliminate COVID-19 inequities in impacted and at-risk
populations by identifying and supporting backbone organizations (BBO’s) to create regional Health
Equity Councils ("Funding Source Agreement"). MPHI desires to subcontract with Subcontractor to
provide services necessary for MPHI to carry out its obligations under the Funding Source Agreement.
This agreement constitutes a vendor relationship.
2.Subcontractor Services. Subcontractor shall perform the services described in Exhibit A. Subcontractor
shall perform the services in compliance with all terms of the Funding Source Agreement. In the event of
a conflict between the Funding Source Agreement and any term in this Agreement, the Funding Source
Agreement shall control. A copy of the Funding Source Agreement is attached to this Agreement as
Exhibit C. Subcontractor shall provide the necessary administrative, professional, and technical staff for
performance of the services.
3.Term of Agreement; Termination Without Cause. The Subcontractor shall begin providing the services
described above on October 1, 2023 (“Start Date”) or the Effective Date, whichever is later, and shall
continue those services through the End Date or the date of termination, whichever occurs first. No service
shall be provided and no costs to MPHI will be incurred prior to Start Date or the Effective Date of the
Agreement, whichever is later. Either party may terminate this Agreement at any time without cause by
giving thirty (30) days advance written notice to the other party. Termination under this section shall not
prejudice either party's remedies for any breach occurring before termination. No costs to MPHI will be
incurred after the date of termination or End Date, whichever occurs first.
4.Payment. Payments shall be paid according to the program budget or schedule attached as Exhibit B.
5.Reimbursement and Return of Funds by Subcontractor. Upon termination of this Agreement,
Subcontractor shall immediately return to MPHI any funds in the Subcontractor's possession that
Subcontractor has not earned or is otherwise not entitled to keep under this Agreement. If any court or
governmental agency orders MPHI to return any grant funds, Subcontractor shall return to MPHI on
demand any portion of those grant funds that were paid to Subcontractor.
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6.Fees, Charges or Contributions. Subcontractor shall not solicit or require any fees or charges from any
third party for services or materials provided by Subcontractor under this Agreement without the prior
written approval of MPHI.
7.Records, Reporting, and Access. Subcontractor shall maintain records relating to its services provided
under this Agreement in accordance with generally accepted accounting practices and in accordance with
reasonable requirements of MPHI and the Funding Source Agreement, and in a form sufficient to permit
MPHI to verify the Subcontractor's costs, expenditures and other activities incurred pursuant to this
Agreement. MPHI and any funding sources identified in the Funding Source Agreement, shall have access
to all of Subcontractor's records relating to its services under this Agreement within 10 calendar days of
providing notification at reasonable times, including but not limited to canceled checks, invoices,
vouchers, purchase orders, subcontracts, time sheets, mileage records and all other records relating to
services and expenditures. MPHI and the funding source shall be entitled to perform audits of all of
Subcontractor's records described in this section. Subcontractor shall maintain records relating to the
services provided under this Agreement until a final audit has been performed to MPHI's satisfaction or
until four (4) years after termination of this Agreement, whichever occurs first.
8.Ownership of Property Purchased with Funding Source Funds. All property purchased by
Subcontractor in whole or in part with funds authorized under this Agreement, the cost of any single item
of which exceeds $5,000, shall be owned by and remain the property of MPHI. Upon termination of this
Agreement, all of that property shall be returned immediately to MPHI if requested by MPHI in writing.
9.Compliance with Laws, Regulations, and MPHI Policies and Assurances.
A.Nondiscrimination. This contractor and subcontractor shall abide by the requirements of 41
CFR 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination
against qualified individuals based on their status as protected veterans or individuals with
disabilities, and prohibit discrimination against all individuals based on their race, color,
religion, national origin, age, sex, sexual orientation, gender identity, height, weight, marital
status, partisan considerations, any mental or physical disability, or genetic information. .
Moreover, these regulations require that covered prime contractors and subcontractors take
affirmative action to employ and advance in employment individuals without regard to race,
color, religion, sex, sexual orientation, gender identity, national origin, protected veteran
status or disability.
The Subcontractor further agrees that every subcontract entered into for the performance of any
contract or purchase order resulting here from, will contain a provision requiring non-
discrimination in employment, service delivery and access, as herein specified binding upon each
subcontractor.
The Subcontractor shall adhere to all other applicable Federal, State and local laws, ordinances,
rules and regulations prohibiting discrimination, including, but not limited to, the following:
1. The Elliott Larsen Civil Rights Act, 1976 PA 453, as amended.
2. The Michigan Persons with Disabilities Civil Rights Act, 1976 PA 220, as amended.
3. Persons with Disabilities Civil Rights Act, 1976 PA 220, as amended
4. Title VI of the Civil Rights Act of 1964 (P.L. 88-352)
5. Title IX of the Education Amendments of 1972, as amended (20 U.S.C. §§1681-1683 and
1685-1686)
6. Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. §794)
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7. The Age Discrimination Act of 1975, as amended (42 U.S.C. §§6101-6107)
8. The Drug Abuse Office and Treatment Act of 1972 (P.L. 92-255), as amended
9. The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and
Rehabilitation Act of 1970 (P.L. 91-616) as amended
10. §§523 and 527 of Public Health Service Act of 1912 (42 U.S.C. §§290 dd-3 and 290 ee 3),
as amended, relating to confidentiality of alcohol and drug abuse patient records;
11. Any other nondiscrimination provisions in the specific statute(s) under which federal
assistance is being made;
12. The requirements of any other nondiscrimination statute(s) which may apply to the
Agreement.
The Subcontractor shall not discriminate against minority-owned and women-owned businesses
and businesses owned by persons with disabilities in subcontracting.
Subcontractor acknowledges that discrimination is a material breach of this agreement.
B.Pro-Children Act. The Subcontractor will comply with the Pro-Children Act of 1994 (PL 103-
227; 20 USC 6091 et seq.), which requires that smoking not be permitted in any portion of any
indoor facility owned or leased or contracted by and used routinely or regularly for the provision
of health, day care, early childhood development services, education or library services to children
under the age of 18, if the services are funded by federal programs either directly or through state
or local governments, by federal grant, contract, loan or loan guarantee. The law also applies to
children’s services that are provided in indoor facilities that are constructed, operated, or
maintained with such federal funds. The law does not apply to children’s services provided in
private residences; portions of facilities used for inpatient drug or alcohol treatment; services
providers whose sole source of applicable federal funds is Medicare or Medicaid; or facilities
where Women, Infants, and Children(WIC) coupons are redeemed. Failure to comply with the
provisions of the law may result in the imposition of a civil monetary penalty of up to$1,000 for
each violation and/or the imposition of an administrative compliance order on the responsible
entity. The Contractor also assures that this language will be included in any subawards which
contain provisions for children’s services.
The Subcontractor also assures, in addition to compliance with Public Law 103-227, any service
or activity funded in whole or in part through this Contract will be delivered in a smoke-free facility
or environment. Smoking shall not be permitted anywhere in the facility, or those parts of the
facility under the control of the Contractor. If activities are delivered in facilities or areas that are
not under the control of the Contractor (e.g., a mall, restaurant or private work site), the activities
or services shall be smoke-free.
C.Anti-Lobbying Act. The Subcontractor will comply with the Anti-Lobbying Act, 31 USC 1352,
as revised by the Lobbying Disclosure Act of 1995, 2 USC 1601 et seq, and Section 503 of the
Departments of Labor, Health and Human Services and Education, and Related Agencies
Appropriations Act (Public Law 104-208). Further, the Subcontractor shall require that the
language of this assurance be included in the award documents of 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.
D.Trafficking Victims Protection Act. The Subcontractor will comply with the Trafficking Victims
Act of 2000, as amended. This agreement and anyone working on this agreement will be subject
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to the Trafficking Victims Protection Act and must comply with all applicable standards, orders
or regulations issued pursuant to this Act. Violations must be reported to MPHI.
E.Human Research Subject Protections. The subcontractor will comply with MPHI’s Federalwide
Assurance of Protection for Human Subjects. This assurance specifies: guidance of research
activities involving human subjects according to the ethical principles of The Belmont Report;
compliance with the procedural standards of 45 CFR 46 (and its Subparts A, B, C, and D) for all
human subject research regardless of funding source; and the designation of the MPHI Institutional
Review Board (IRB) for review of research under the assurance.
F.HIPAA. The Subcontractor will comply with all applicable Administrative Simplification
requirements specified in the Health Insurance Portability and Accountability Act of 1996, P.L.
104-191 and all regulations promulgated thereunder. The Subcontractor will comply with the
HIPAA Privacy Rule and Security Rule (45 CFR Parts 160, 162 and 164, Standards for Privacy of
Individually Identifiable Health Information).
G.Mandatory Disclosures. The subcontractor must disclose to MPHI, in writing within 10 days of
receiving notice of any litigation, investigation, arbitration, or other proceeding involving
subcontractor, or an officer or director of Subcontractor or subcontract, or that arises during the
term of this Agreement including:
1. All violations of federal and state criminal law involving fraud, bribery, or gratuity
violations potentially affecting this Agreement.
2. A criminal proceeding;
3. A parole or probation proceeding;
4. A proceeding under the Sarbanes-Oxley Act;
5. A civil proceeding involving:
a. A claim that might reasonably be expected to adversely affect Grantee’s viability
or financial stability; or
b. A governmental or public entity’s claim or written allegation of fraud; or
c. A proceeding involving any license that Subcontractor is required to possess in
order to perform under this Agreement.
H.Conflict of Interest and Code of Conduct Standards.
1. The Subcontractor is subject to the provisions of Michigan 1968 PA 317, Michigan 1973
PA 196, and Title 2 CFR, Section 200.318(c)(1) and (2).
2. The Subcontractor will uphold high ethical standards and is prohibited from:
a. Having an interest that would conflict with this Agreement;
b. Doing anything that creates an appearance of impropriety with respect to the award
or performance of this Agreement;
c. Attempting to influence or appearing to influence any MPHI or state employee by
direct or indirect offer of anything of value; or
d. Paying or agreeing to pay any person, other than employees and consultants
working for Grantee, any consideration contingent upon the award of this
Agreement.
3. The Subcontractor must immediately notify MPHI of any violation or potential violation
of these standards. This Section applies to Subcontractor and any of its subcontractors.
I.Confidentiality and Privacy Practice. Subcontractor shall not use MPHI's name in any way
without MPHI's prior written consent. Other than in the performance of this Agreement,
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subcontractor shall not disclose, publish or use at any time, either before or after termination of
this Agreement, any confidential information concerning MPHI or any other person or entity.
Confidential information shall include, but not be limited to, data collected, stored or managed on
behalf of MPHI, information concerning MPHI or any other person or entity not generally known
to the public, including, but not limited to, personal or private information concerning any
individual, contracts, criminal records, financial information or other processes, records or
documents, or any other information allowing the identification of which person or entity furnished
data in connection with services provided under this Agreement. Subcontractor must have
appropriate safeguards in place to protect the confidentiality of MPHI data. If the Subcontractor
is handling identifiable data on behalf of MPHI on a project classified as privacy-sensitive by the
MPHI IRB/Privacy Panel, the Subcontractor agrees to implement the privacy requirements
detailed in Exhibit E (see Exhibit E attached). Subcontractor must provide, if requested, adequate
information on the scope of work to facilitate screening of the project by the MPHI IRB/Privacy
Panel. The MPHI program contact will notify the Subcontractor if the project is classified as
privacy-sensitive. Failure to implement appropriate safeguards and/or to abide by the terms of
Exhibit E is grounds for termination of this contract. The inadvertent disclosure through
negligence of confidential information or data concerning MPHI is grounds for termination of this
contract.
J.Other Laws. Subcontractor shall comply with all other applicable federal, state and local laws,
ordinances, guidelines, rules and regulations in carrying out the terms of this Agreement,
including, but not limited to, the following clauses incorporated by reference, with the same effect
as if they were given in full text:
1. The provisions of the Clean Air Act (42 U.S.C. 7401-7671q.) and Federal Water Pollution
Control Act (33 U.S.C. 1251-1387), as amended.
2. The provisions of 29 CFR Part 471, Appendix A to Subpart A: Notification of Employee
Rights Under Federal Labor Laws. Appendix A is available at
http://www.dol.gov/olms/regs/compliance/EO13496.htm.
3. The whistleblower rights and remedies in the Pilot Program on Contractor Employee
Whistleblower Protections established at 41 U.S.C. 4712 by section 828 of the National
Defense Authorization Act for Fiscal Year 2013 (Pub. L. 112-239) and FAR 3.908.
10.Criminal Background Check. Pursuant to Michigan law, all agencies subject to IRS Pub. 1075 are
required to ask the Michigan State Police to perform fingerprint background checks on all employees,
including Contractor and Subcontractor employees, who may have access to any database of information
maintained by the federal government that contains confidential or personal information, including, but
not limited to, federal tax information. Further, pursuant to Michigan law, any agency described above is
prohibited from providing Contractors or Subcontractors with the result of such background check. For
more information, please see Michigan Public Act 427 of 2018. Upon request, Contractor must perform
background checks on all employees and subcontractors and its employees prior to their assignment. The
scope is at the discretion of the State and documentation must be provided as requested. Contractor is
responsible for all costs associated with the requested background checks. The State, in its sole discretion,
may also perform background checks.
11. Independent Contractor. The Subcontractor is an independent contractor for MPHI and neither the
Subcontractor nor any of its employees or agents shall be treated as employees of MPHI. Subcontractor
will not represent either itself or any of its employees or agents as employees of MPHI. Subcontractor
shall be responsible for all compensation, fringe benefits, and other obligations due to its employees,
including but not limited to the withholding and payment of all applicable employment, income and social
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security taxes to federal, state and local governments. Subcontractor shall also comply with all workers’
compensation laws applicable to its business and will provide to MPHI proof of its compliance with this
section upon request by MPHI. If any court or administrative agency determines that Subcontractor or any
of its employees or agents should be treated as employees of MPHI instead of independent contractors,
Subcontractor agrees to reimburse MPHI on demand for all expenses and costs incurred by MPHI as a
result of that determination, including but not limited to reasonable attorneys' fees, taxes, interest, penalties
and damages.
12. Indemnification and Insurance. Each party to this Agreement will remain responsible for any claims
arising out of that party’s performance of this Agreement as provided by this Agreement or by law. This
Agreement is not intended to increase or decrease either party’s liability for or immunity from tort claims.
This Agreement is not intended to nor will it be interpreted as giving either party a right of indemnification,
either by Agreement or at law, for claims arising out of the performance of this agreement. Nothing herein
shall be construed as a waiver of any governmental immunity that has been provided to the Subcontractor
or its employees by statute or court decisions. During the term of this Agreement, Subcontractor, if
working under an FEIN, shall maintain at its own expense Commercial General Liability insurance, or
governmental self-insurance, including broad form contractual liability insurance, or governmental self-
insurance, in amounts satisfactory to MPHI and in amounts sufficient to cover Subcontractor's liability
under this Agreement. During the term of this Agreement, Subcontractor, if working under their SSN,
shall maintain at its own expense insurance, or governmental self-insurance, satisfactory to MPHI and in
amounts sufficient to cover Subcontractor’s liability under this Agreement. By signing this agreement,
subcontractor certifies that this insurance is in effect, and that none of the coverages will be terminated or
modified without giving at least 30 days prior written notice to MPHI. MPHI reserves the right to request
and receive proof of insurance coverage.
13. Cap on Salaries. None of the funds awarded to the Subcontractor through this Agreement shall be used
to pay, either through a grant or other external mechanism, the salary of an individual at a rate in excess
of Executive Level II. The current rates of pay for the Executive Schedule are located on the United States
Office of Personnel Management web site, http://www.opm.gov, by navigating to Policy — Pay & Leave
— Salaries & Wages. The salary rate limitation does not restrict the salary that a Grantee may pay an
individual under its employment; rather, it merely limits the portion of that salary that may be paid with
funds from this Agreement.
Note: In the instance that Subcontractor has more than one agreement funded under the Funding Source
Agreement, no individual may be paid at a rate in excess of Executive Level II cumulatively across all
agreements entered into with MPHI that they work on under the Funding Source Agreement attached in
Exhibit C.
14. Intellectual Property Rights. Subcontractor hereby acknowledges that the State is and will be the sole
and exclusive owner of all right, title, and interest in the Work Product produced as part of the
Agreement Activities, and all associated intellectual property rights, if any. In general, Work Product
constitutes works made for hire as defined in Section 101 of the Copyright Act of 1976. To the extent
any Work Product, and related intellectual property do not qualify as works made for hire under the
Copyright Act, Subcontractor 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 Work Product, including all intellectual property rights therein. Subcontractor also
irrevocably waives any and all claims Subcontractor may have now or hereafter have in any jurisdiction
to so called “moral rights” or rights of droit moral with respect to the Work Product.
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15. Representations and Warranties by Subcontractor. Subcontractor represents and warrants to MPHI
that each of the following are true and will remain true during the term of this Agreement:
A. Subcontractor has the authority to enter into this Agreement and to perform all of its obligations
under this Agreement.
B. Subcontractor's execution and performance of this Agreement shall not create a breach or default
in any other agreement or court order to which Subcontractor is a party or by which it is bound.
C. Neither Subcontractor nor any of its employees or agents is currently barred, suspended, proposed
for debarment, declared ineligible, or voluntarily excluded from providing any services under this
Agreement by any federal, state or local department or agency.
D. Subcontractor has not within a 5-year period preceding this Agreement been convicted of or had a
civil judgment rendered against it or any of its officers for commission of fraud or a criminal
offense in connection with obtaining, attempting to obtain, or performing a public (federal, state,
or local) transaction or contract under a public transaction; violation of federal or state antitrust
statues or commission of embezzlement, theft, forgery, bribery, falsification or destruction of
records, making false statement, or receiving stolen property.
E. Neither Subcontractor nor any of its officers are presently indicted or otherwise criminally or
civilly charged by a government entity (federal, state or local) with commission of any of the
offenses enumerated above.
F. Subcontractor has not within a 5-year period preceding the date of this Agreement had one or more
public transactions (federal, state or local) terminated for cause or default.
G. No actual or potential conflict of interests exists between Subcontractor or any of its employees,
agents or any of their respective business interests, financial interests or family members, and
MPHI or any other entity that would create a conflict of interest. Subcontractor will immediately
notify MPHI if any conflict of interest arises during the term of this Agreement.
H. Subcontractor will immediately notify MPHI of any act or circumstance that would create a breach
of any of these representations or warranties either immediately or with the mere passage of time.
16. Default and Remedies. Subcontractor shall be in default if it fails to perform any of its obligations as
described in this Agreement within ten (10) days after MPHI gives written notice of failure to
Subcontractor. Upon the occurrence of a default by Subcontractor, MPHI shall be entitled to exercise any
and all remedies available to it in law or in equity, including but not limited to the right to terminate this
Agreement without further notice to Subcontractor, the right to seek damages for the default, the right to
seek specific performance of Subcontractor's obligations, and the right to reduce, diminish or terminate
any payments otherwise owing to Subcontractor set forth above in a manner that reflects the
noncompliance. Subcontractor shall reimburse MPHI on demand for all expenses, including but not
limited to court costs and reasonable attorney's fees, incurred by MPHI in enforcing any of its rights under
this Agreement, whether or not enforcement requires any litigation.
17. Force Majeure. The performance of this Agreement is subject to termination without liability upon the
occurrence of any circumstance beyond the control of either party – such as acts of God, war, acts of
terrorism, government regulations, disaster, strikes, civil disorder, threat of communicable disease or
curtailment of transportation facilities – to the extent that such circumstance makes it illegal, impossible,
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or impracticable for a Party to carry out the planned work. The ability to terminate this Agreement without
liability pursuant to this paragraph is conditioned upon delivery of written notice to the other party setting
forth the basis for such termination as soon as reasonably practical - but in no event longer than ten (10)
days - after learning of such basis.
18. Notices. Any notice required or permitted to be given to either party under this Agreement shall be deemed
given on the date of personal delivery to a representative of the party at its email address. In addition, a
hard copy may also be sent via regular mail or via overnight mail service to the following addresses:
If to MPHI: Ammie Young, Grants and Contracts Administrator
Michigan Public Health Institute
2436 Woodlake Circle, Suite 300
Okemos, MI 48864
grants@mphi.org
If to the Subcontractor: County of Oakland, A Michigan Constitutional Corporation
Oakland County Health Division
2100 Pontiac Lake Road
Waterford, MI 48328
Either party may, by written notice, designate a different address other than a post office box to which
notices may be sent.
19. General Provisions.
A.Waivers. No failure or delay on the part of MPHI in exercising any right under this Agreement
shall operate as a waiver, nor shall a single or partial exercise of any right preclude any other or
further exercise of that right or any other right.
B.Entire Agreement and Amendment. This Agreement and any documents to which it refers
contain all of the terms of the Agreement between the parties with respect to its subject matter and
all Exhibits are incorporated by reference. This Agreement supersedes any previous discussions,
writings, or other communications with respect to its subject matter. Any amendment or waiver of
any term in this Agreement shall be enforceable only if it is in writing and signed by both parties.
C.No Assignment or Subcontracting. The Subcontractor shall not assign, subcontract or otherwise
transfer any of its rights or duties without the prior written consent of MPHI.
D.Invalid Provisions. If any term of this Agreement is held to be invalid, the remainder of the
Agreement shall nevertheless be enforced to the maximum extent permitted by law.
E.Third Party Beneficiaries. No third party shall have the right to enforce any term in this
Agreement against either party, except that any funding source identified in the Funding Source
Agreement shall be entitled to enforce any of MPHI's rights under this Agreement.
F.Individual Authority. Any persons signing on behalf of the Subcontractor represent and warrant
that they are duly authorized to sign this Agreement on behalf of the Subcontractor and that this
Agreement has been authorized by the Subcontractor.
G.Governing Law. This Agreement shall be governed by the laws of the State of Michigan.
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20. Stop Work Order. The funder, MDHHS, may suspend any or all activities under this Agreement at any
time, as detailed in Exhibit C. Upon receiving notice from the funder to suspend activities under this
Agreement, MPHI will provide the Subcontractor with a written stop order detailing the suspension.
Subcontractor must comply with the stop work order upon receipt. MPHI will not pay for any Activities,
Subcontractor’s lost profits, or any additional compensation during a stop work period.
MICHIGAN PUBLIC HEALTH INSTITUTE
_________________________________________ __________
Date
COUNTY OF OAKLAND A MICHIGAN CONSTITUTIONAL CORPORATION
OAKLAND COUNTY HEALTH DIVISION
Date
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EXHIBIT A
WORK STATEMENT & PROGRESS REPORTS
Contract Between
Michigan Public Health Institute
and
County of Oakland, A Michigan Constitutional Corporation
Oakland County Health Division
Work Plan
The services to be performed by the Subcontractor are as follows:
The purpose of this project is to reduce and eliminate COVID-19 inequities in impacted and at-risk populations
in each region serving one or more of the five racial and ethnic minority populations at increased risk of
COVID-19 infection, complications, and death.
In an effort to meet project goals, selected Grantees and their partners will apply a collective impact approach to
develop Regional Health Equity Councils in regions highly impacted by COVID-19; develop and implement an
action plan to improve health outcomes of the region; identify and engage community members and
organization in council membership and activities; subcontract with community based organizations best
situated to address community disparities; and support sustainable activities and development of a sustainability
plan of activities. As backbone organizations, Grantees will subcontract funds as directed by the Health Equity
Councils to the community-based partners best situated to address disparities and achieve equity.
Project Objectives
1. Maintain and engage membership of Regional Health Equity Council comprised of community
organizations actively engaged with Michigan’s five minority populations including Black/African
Americans, Asian Americans, Pacific Islanders, Hispanic/Latinos, Arab/Chaldean Americans, and/or
Native American/American Indians.
2. Assist the council in developing and implementing a detailed action plan to address and reduce
community priority risk factors and needs related to COVID-19 and other root causes of health inequity
in the region.
3. Develop and implement practices and policies to reduce health disparities and improve health outcomes.
4. Equitably and efficiently distribute resources to support affected communities and the community-based
organizations best situated to meet their needs.
5. Develop a sustainability plan to maintain the Regional Health Equity Council’s work beyond the project
period.
6. Provide financial, organizational, and other support to community organizations to participate on the
Council and to implement activities.
7. Provide equitable compensation to community members who engage in this work outside of paid
employment.
8. Participate in efforts to disseminate lessons learned, share updates, and support collaboration across
communities and to state-level stakeholders.
9. Communicate technical assistance, project management, or other support needed to MPHI and MDHHS.
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Subcontractor Activities
•Support and maintain membership for the established Regional Health Equity Council:
o Identify membership gaps, as needed., Councils should focus on including non-traditional
partners that serve racial and ethnic populations adversely impacted by the COVID-19 pandemic;
and
o Adhere to the requirements for community member engagement on the Council.
▪Each Council must include a minimum of three (3) community members; community
members are defined as those that live within the region and are not employed by the
backbone organization or partner organization.
▪Community members on the Council must be equitably and appropriately compensated
for their time, considering factors such as transportation and childcare needs.
o Engage members and coordinate Council meetings and activities as needed.
o Guide the Council in establishing goals, objectives, and action plans that prioritize reducing
health disparities and improving health outcomes that impact minority populations in the region.
•Submit the following materials within 90 days of the established contract:
o Updated workplan summarizing objectives, activities, and timeline.
o Council Action Plan to include:
▪Council-determined priorities, objectives, action items, timeline, and responsible parties.
•Track Council activities and progress toward goals and report to MPHI and MDHHS through monthly
reporting and required check-ins.
•Attend and participate in all required meetings (project check-ins, quarterly learning collaborative
meetings, cohort meetings, and training and technical assistance opportunities) with MPHI and other
partners.
•Engage in a minimum of two technical assistance opportunities offered by MPHI and MDHHS.
•Support grant budget tracking and funding of Council activities in an equitable and efficient manner.
•Provide financial support to Council members or other community partners to complete elements of the
workplan.
•Complete final reporting, evaluation activities, and planning for sustainability on behalf of the Council
and backbone organization.
•Develop and share Council success story and/or project highlights at final project meeting.
General Subcontracting and Mini Grants
•Share all subcontracting agreements with MPHI and MDHHS for approval prior to execution.
o Email copies of subcontracting agreements to Lindsey DeBoer (Ldeboer@mphi.org) and
Danuelle Calloway (callowayd2@michigan.gov) at least two weeks in advance of desired
approval date.
•Fulfill backbone organization function of subcontracting with organizations selected by the Council to
receive subrecipient awards/ mini grants.
•Develop and submit a Granting Plan (if issuing mini grants) to Lindsey DeBoer (Ldeboer@mphi.org)
and Danuelle Calloway (callowayd2@michigan.gov), to include the following:
o Plan for dissemination of mini grant opportunity
o Equitable application review and scoring process.
•Ensure that mini grant recipients accurately report on funded activities monthly.
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o Reporting must include required information from the Council’s REDCap monthly report. (See
required reporting elements below)
Monthly Reporting
•Complete and submit monthly report of all required activities for the Council and backbone organization
through the completion of REDCap survey by the tenth of each month.
•Provide detailed information about:
o Anticipated changes to staffing, budget, and workplan.
o Monthly Council activities, successes, and challenges.
o Populations served by Council activities: numbers and demographics.
o Capacity building activities, trainings, and education provided and received.
o Community outreach and education events conducted.
o Data collection and quality improvements made internally and for partner organizations.
o Improvements made to infrastructure internally and for partner organizations.
o Subcontracts/mini grants.
Council Requirements
•Identify key SDOH needs among racial and ethnic minority populations in Oakland County through
analysis of community survey and focus group data.
•Implement strategic plan through actionable strategies, including the equitable distribution of mini
grants to community organizations supporting council-established priorities.
MPHI Support
•Provide technical assistance and project oversight.
•Support backbone organizations in maintaining Councils.
•Assist MDHHS in developing learning collaborative content and other learning opportunities for
backbone organizations.
•Provide support during office hours and check-ins.
•Provide support with monthly reporting.
.
Progress Reports
Subcontractor shall send progress reports to Lindsey DeBoer, Project Coordinator, at ldeboer@mphi.org.
Progress reports are due ten (10) days following the end of the calendar quarter. The content of the
quarterly reports should be very brief, should be written in paragraph format, and should describe:
•What activities were accomplished in the previous quarter,
•What activities are planned for the next quarter,
•Any anticipated problems that may delay completion of the project on schedule,
•Any significant staff changes on the project,
•Whether the budget for the project is on-track, and
•Whether any amendments to the original subcontract should be expected.
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EXHIBIT B
BUDGET, STATEMENT, & INVOICE INFORMATION
Contract Between
Michigan Public Health Institute
and
County of Oakland, A Michigan Constitutional Corporation
Oakland County Health Division
Description of payment amounts and payment methods:
COST REIMBURSEMENT
(Use current GSA business mileage rates which can be found at www.gsa.gov.)
All individuals traveling under this subcontract are required to follow current travel regulations established by
the Federal Uniform Guidance, the IRS and, if applicable, State travel regulations. MPHI will not reimburse for
any expense not allowable under the Guidance, IRS, or applicable State regulations. All requests for travel
reimbursement must state that Federal Guidance has been followed before payment is issued.
Total payments from MPHI to the Subcontractor under this Agreement, shall not exceed the sum of TWO
HUNDRED FORTY THOUSAND and 00/100 DOLLARS ($240,000.00). MPHI shall make payments to
Subcontractor within forty-five (45) days after receipt by the Business Office of an invoice that has been approved
by MDHHS and the MPHI project coordinator indicating the amount due, description of expenses, and the
subcontract reference number.
MPHI’s fiscal year is January to December. Subcontractor invoices that cross more than one of MPHI’s fiscal
years cannot be submitted. All invoices must be separated by MPHI’s fiscal year. An invoice for any expenses
incurred during one fiscal year must be submitted to MPHI within forty-five (45) days of the start of the following
fiscal year. For example, for work performed on a subcontract between December 1st and January 31st, an invoice
must be submitted for the December 1st-31st portion of expenses by February 14th. An invoice for any expenses
incurred during one fiscal year must be submitted to MPHI within forty-five (45) days of the start of the
following fiscal year. Invoices for expenses incurred prior to December 31st of one fiscal year, but received
over 45 days after the start of the following fiscal year will not be paid.
Subcontractor shall send invoices no more frequently than monthly and all invoices must conform to requirements
in the Funding Source Agreement. A final invoice must be submitted to MPHI within fifteen (15) days after the
termination date of this contract, unless otherwise agreed in writing by the Grants and Contracts Manager of
MPHI. Invoices received after this date without prior approval will not be honored. Payment by the MPHI to the
Subcontractor is subject to the availability of funds under the Funding Source Agreement.
Invoices should be submitted to: Lindsey DeBoer, ldeboer@mphi.org
CC: Krysten Rosendall, krosenda@mphi.org
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EXHIBIT C
COPY OF FUNDING SOURCE AGREEMENT
(see attached)
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EXHIBIT D
PRIVACY REQUIREMENTS FOR SUBCONTRACTORS TO
MPHI PRIVACY-SENSITIVE PROJECTS
Contact Information/Definitions:
Privacy-sensitive project: A project may be classified as privacy-sensitive due to applicable federal laws such
as HIPAA, because of state or local laws or regulations, or by the MPHI Privacy Panel decision. Privacy-
sensitive projects are required to comply with additional and/or modified procedures and safeguards that are not
normally applied to standard MPHI projects.
MPHI Program Contact: Julia Heany, Program Director
Center for Healthy Communities
Michigan Public Health Institute
2342 Woodlake Dr.
Okemos, MI 48864
(517) 324-7349
MPHI Privacy Officer: Ta-Tanisha Manson
Michigan Public Health Institute
2436 Woodlake Circle, Suite 340
Okemos, MI 48864
(517) 324-6084
Maintaining Security & Confidentiality of Privacy-Sensitive Data
Subcontractor staff working on privacy-sensitive projects will comply with the additional confidentiality and
security procedures described below.
1. Controlling Access to Data on Privacy-Sensitive Projects:
a. Subcontractor staff will be assigned by the Subcontractor to appropriate levels of authorization
limiting access to data. These levels of authorization apply to both electronic data and data
stored in hardcopy.
b. The Subcontractor will maintain a log of who has been granted access to the project data, their
level of authorization, their role, when access was granted, and when access was changed or
revoked.
c. Subcontractor staff with access to MPHI data will be required to sign a Confidentiality
Agreement annually prior to being granted access to project data or information. Signed and
dated copies of these Confidentiality Agreements will be supplied to the MPHI program contact.
d. Subcontractor staff will receive training in the Subcontractor’s privacy and security policies and
procedures, including any enhanced procedures applicable to MPHI projects.
2. Physical Safeguards to Protect Privacy-Sensitive Data:
a. Any paper documents containing processed or unprocessed MPHI data that contains personal
identifiers, or data that are broken out at the individual level are subject to the following security
measures:
i. Documents will not be left in an unattended, unsecured room.
ii. If paper documents containing data are out on a desk or an open data file is on the
computer screen, unauthorized persons will not be allowed in the room. Unauthorized
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persons will not be allowed to use a workstation or laptop computer while project data is
in use on that workstation.
iii. When leaving the office unattended for extended periods, documents must be placed in a
locked drawer or safe accessible only to authorized staff members.
iv. Document shredding is required for documents containing data that have been superseded
and/or determined to be obsolete. All documents will be shredded with a cross cut
shredder.
3. Technical Safeguards to Protect Privacy-Sensitive Data:
a. MPHI privacy-sensitive data files may routinely be stored on removable media. Removable
media must be placed in a locked drawer or safe accessible only to authorized staff members
when not in use.
b. MPHI data for privacy-sensitive projects may routinely be stored in “Secure” data folders on
servers or hard drives with appropriate firewalls and controlled access.
c. MPHI reserves the right to specify how data will routinely be stored on a project-by-project
basis.
4. Sending, Receiving and Transporting MPHI Privacy-Sensitive Data: The data transfer protocols described
under this section help to ensure that data are not accessed by unauthorized persons and are neither
inadvertently lost nor destroyed.
a. All incoming and outgoing data transfers, regardless of transmission method, will be logged.
b. Both paper and electronic MPHI data being retrieved or delivered in person by the Subcontractor
must be carried by an authorized staff member and, to the extent practicable, must remain in
close physical proximity to that person during the transfer. The staff member must retain
knowledge and control over the data’s whereabouts at all times and may not entrust it to any
person except an authorized staff member or other person to whom the data are being delivered
in compliance with the project workplan or other project needs.
c. Both paper and electronic MPHI privacy-sensitive data may be transferred via the U.S. Postal
Service. Because tampering with the U.S. mail is a federal offense, this should provide adequate
protection for the data when coupled with the use of certified or registered mail (including return
receipt, restricted delivery, signature confirmation or other additional services). Any electronic
files sent in the mail must be encrypted; password protection alone is not an adequate level of
security. Subcontractor will use U.S. Postal Service’s registered or certified mail with return
receipt service for delivering data or another courier service, such as by United Parcel Service,
that offers traceable delivery. For incoming MPHI data, the Subcontractor will require use of
courier services that provide tracking information and other security mechanisms similar to those
provided by the US Postal Service, and will make every reasonable effort to ensure that project
partners comply with secure transfer expectations, including encryption of data.
d. Subcontractor use of facsimile transfers for confidential MPHI data is strongly discouraged.
However, if it is necessary to send outgoing faxes with privacy-sensitive data, Subcontractor
staff will maximize the security of the transmission by using a fax cover sheet that clearly
identifies the person or entity that should receive the data and clearly states that the remaining
pages in the fax contain confidential, privacy-sensitive information. They will also do everything
in their control to assure that the intended recipient is at the fax machine at the time of
transmission. Staff must request confirmation that the intended person or entity received the fax.
For incoming data, Subcontractor will strongly discourage the use of faxes and will make every
reasonable effort to ensure that project partners comply with secure transfer expectations.
e. Electronic data transfers of MPHI data over publicly shared networks, such as email or the
Internet, are only permitted when both sender and receiver are using federally approved
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encryption methods approved by MPHI. The software used to encrypt data should implement a
U.S. government approved encryption algorithm called Advanced Encryption Standard (AES).
5. Subcontractor staff that have obtained permission to telecommute while working on an MPHI privacy-
sensitive project are required to follow the procedures detailed in EXHIBIT D.
Disclosing Privacy-Sensitive Data
The state and federal laws that apply to the project often regulate the disclosure of privacy-sensitive data.
Subcontractor should be familiar with the requirements of applicable laws. Subcontractors must follow
guidelines for appropriate disclosure (including disclosure to clients, project partners, funders, and
subcontractors) outlined in the project workplan or other applicable contractual agreements.
Report Adverse Events
Non-compliant data transfers, inadvertent data disclosures, and non-compliance with any of the security
procedures required for privacy-sensitive projects must be reported to the MPHI Program contact and MPHI
Privacy Officer immediately and documented as an adverse event.
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EXHIBIT E
OTHER PROGRAM SPECIFIC REQUIREMENTS
1. State Data
a. Ownership
The State’s data (“State Data,” which will be treated by Subcontractor as Confidential
Information) includes: (a) the State’s data collected, used, processed, stored, or generated as the
result of the Agreement Activities; (b) personally identifiable information (“PII“) collected, used,
processed, stored, or generated as the result of the Agreement Activities, including, without
limitation, any information that identifies an individual, such as an individual’s social security
number or other government-issued identification number, date of birth, address, telephone
number, biometric data, mother’s maiden name, email address, credit card information, or an
individual’s name in combination with any other of the elements here listed; and, (c) personal
health information (“PHI”) collected, used, processed, stored, or generated as the result of the
Agreement 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 the State and all right, title, and interest in the same is reserved by the State.
This Section survives the termination of this Agreement.
b. Subcontractor Use of State Data
Subcontractor is provided a limited license to State Data for the sole and exclusive purpose of
providing the Agreement Activities, including a license to collect, process, store, generate, and
display State Data only to the extent necessary in the provision of the Agreement Activities.
Subcontractor must: (a) keep and maintain State Data in strict confidence, using such degree of
care as is appropriate and consistent with its obligations as further described in this Subcontract
and applicable law to avoid unauthorized access, use, disclosure, or loss; (b) use and disclose State
Data solely and exclusively for the purpose of providing the Agreement Activities, such use and
disclosure being in accordance with this Agreement, any applicable Statement of Work, and
applicable law; and (c) not use, sell, rent, transfer, distribute, or otherwise disclose or make
available State Data for Subcontractor’s own purposes or for the benefit of anyone other than the
State without the State’s prior written consent. This Section survives the termination of this
Agreement.
c. Extraction of State Data
Subcontractor must, within five (5) business days of the State’s request, provide the State or MPHI,
without charge and without any conditions or contingencies whatsoever (including but not limited
to the payment of any fees due to Subcontractor), an extract of the State Data in the format specified
by the State or MPHI.
d. Backup and Recovery of State Data
Subcontractor is responsible for maintaining a backup of State Data and for an orderly and timely
recovery of such data. Subcontractor must maintain a contemporaneous backup of State Data that
can be recovered within two (2) 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
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Subcontractor 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 Subcontractor that relate to the protection of the security, confidentiality, or integrity
of State Data, Subcontractor must, as applicable:
(a) notify the MPHI as soon as practicable but no later than twenty-four (24) hours of becoming
aware of such occurrence;
(b) cooperate with the State and MPHI 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 the State or MPHI;
(c) in the case of PII or PHI, at the State or MPHI’s sole election, (i) with approval and assistance
from the State or MHPI, 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 (5) calendar days of the occurrence; or (ii)
reimburse the State and MPHI for any costs in notifying the affected individuals;
(d) in the case of PII, provide third-party credit and identity monitoring services to each of the
affected individuals who comprise the PII for the period required to comply with applicable law,
or, in the absence of any legally required monitoring services, for no less than twenty-four (24)
months following the date of notification to such individuals;
(e) perform or take any other actions required to comply with applicable law as a result of the
occurrence;
(f) pay for any costs associated with the occurrence, including but not limited to any costs incurred
by the State and MPHI in investigating and resolving the occurrence, including reasonable
attorney’s fees associated with such investigation and resolution;
(g) without limiting Subcontractor’s obligations of indemnification as further described in this
Agreement, indemnify, defend, and hold harmless the State and MPHI 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 the State and MPHI in connection with the
occurrence;
(h) be responsible for recreating lost State Data in the manner and on the schedule set by the State
or MPHI without charge to the State or MPHI; and
(i) provide to the MPHI a detailed plan within ten (10) calendar days of the occurrence describing
the measures Subcontractor 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 Subcontractor’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 Subcontractor 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 Subcontractor.
The State and MPHI 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 the State and MPHI in writing prior to its
dissemination. The parties agree that any damages relating to a breach of this Section 2 are to be
considered direct damages and not consequential damages. This section survives termination or
expiration of this Agreement.
f. State’s Governance, Risk and Compliance (GRC) platform
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Subcontractor is required to assist the State and MPHI 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.
g. Compliance with IRS Pub 1075.
If the Agreement Activities includes access to, or the hosting of, any tax information,
Subcontractor must also comply with the applicable requirements of IRS Publication 1075,
Schedule G – Exhibit 7 Safeguarding Contract Language and Schedule H – Safeguard
Requirements of Confidential Tax Data.
2. Data Privacy and Information Security
a. Undertaking by Subcontractor
Without limiting Subcontractor’s obligation of confidentiality as further described, Subcontractor
is responsible for establishing and maintaining a data privacy and information security program,
including physical, technical, administrative, and organizational safeguards, that is designed to:
(a) ensure the security and confidentiality of the State Data; (b) protect against any anticipated
threats or hazards to the security or integrity of the State Data; (c) protect against unauthorized
disclosure, access to, or use of the State Data; (d) ensure the proper disposal of State Data; and (e)
ensure that all employees, agents, and subcontractors of Subcontractor, if any, comply with all of
the foregoing. In no case will the safeguards of Subcontractor’s data privacy and information
security program be less stringent than the safeguards used by the State, and Subcontractor must
at all times comply with all applicable State IT policies and standards, which are available to
Subcontractor upon request.
b. Audit by Subcontractor
No less than annually, Subcontractor must conduct a comprehensive independent third-party audit
of its data privacy and information security program and provide such audit findings to the State.
c. Right of Audit by the State
Without limiting any other audit rights of the State, the State and MPHI have the right to review
Subcontractor’s data privacy and information security program prior to the commencement of
Agreement Activities and from time to time during the term of this Agreement. During the
providing of the Agreement Activities, on an ongoing basis from time to time and without notice,
the State and MPHI, at their own expense, are entitled to perform, or to have performed, an on-site
audit of Subcontractor’s data privacy and information security program. In lieu of an on-site audit,
upon request by the State or MPHI, Subcontractor agrees to complete, within 45 calendar days of
receipt, an audit questionnaire provided by the State or MPHI regarding Subcontractor’s data
privacy and information security program.
d. Audit Findings
Subcontractor must implement any required safeguards as identified by the State, MPHI, or by any
audit of Subcontractor’s data privacy and information security program.
e. MPHI’s Right to Termination for Deficiencies
MPHI reserves the right, at its sole election, to immediately terminate this Agreement or a
Statement of Work without limitation and without liability if the State determines that
Subcontractor fails or has failed to meet its obligations under this Section.
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EXHIBIT F
SPECIAL PROVISIONS FOR WORK FUNDED BY FEDERAL DOLLARS
1. PROHIBITION ON PROVIDING FUNDS TO THE ENEMY
(a) The recipient must -
(1) Exercise due diligence to ensure that none of the funds, including supplies and services, received under
this grant or cooperative agreement are provided directly or indirectly (including through subawards or
contracts) to a person or entity who is actively opposing the United States or coalition forces involved in
a contingency operation in which members of the Armed Forces are actively engaged in hostilities,
which must be completed through 2 CFR 180.300 prior to issuing a subaward or contract and;
(2) Terminate or void in whole or in part any subaward or contract with a person or entity listed in SAM as
a prohibited or restricted source pursuant to subtitle E of Title VIII of the NDAA for FY 2015, unless
the Federal awarding agency provides written approval to continue the subaward or contract.
(b) The recipient may include the substance of this clause, including paragraph (a) of this clause, in subawards
under this grant or cooperative agreement that have an estimated value over $50,000 and will be performed
outside the United States, including its outlying areas.
(c) The Federal awarding agency has the authority to terminate or void this grant or cooperative agreement, in
whole or in part, if the Federal awarding agency becomes aware that the recipient failed to exercise due
diligence as required by paragraph (a) of this clause or if the Federal awarding agency becomes aware that
any funds received under this grant or cooperative agreement have been provided directly or indirectly to a
person or entity who is actively opposing coalition forces involved in a contingency operation in which
members of the Armed Forces are actively engaged in hostilities.
2. ADDITIONAL ACCESS TO RECIPIENT RECORDS
(a) In addition to any other existing examination-of-records authority, the Federal Government is authorized to
examine any records of the recipient and its subawards or contracts to the extent necessary to ensure that
funds, including supplies and services, available under this grant or cooperative agreement are not provided,
directly or indirectly, to a person or entity that is actively opposing United States or coalition forces
involved in a contingency operation in which members of the Armed Forces are actively engaged in
hostilities, except for awards awarded by the Department of Defense on or before Dec 19, 2017 that will be
performed in the United States Central Command (USCENTCOM) theater of operations.
(b) The substance of this clause, including this paragraph (b), is required to be included in subawards or
contracts under this grant or cooperative agreement that have an estimated value over $50,000 and will be
performed outside the United States, including its outlying areas.
3. 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 3. Prohibition on Contracting for Covered Telecommunications
Equipment or Services (“Section 3”):
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(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 3 applies, neither the Contractor nor any of its
subcontractors may use funds received under this Contract to:
i.Procure or obtain any equipment, system, or service that uses covered telecommunications
equipment or services as a substantial or essential component of any system, or as critical
technology of any system;
ii.Enter into, extend, or renew a contract to procure or obtain any equipment, system, or service
that uses covered telecommunications equipment or services as a substantial or essential
component of any system, or as critical technology of any system;
iii.Enter into, extend, or renew a contract with an entity that uses any covered
telecommunications equipment or services as a substantial or essential component of any
system, or as critical technology as part of any system; or
iv.(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 3 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.(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.
(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 3 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 3:
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.(ii) Within 10 business days of submitting the information in paragraph (d)(2)(i) of this
Section 3: Any further available information about mitigation actions undertaken or
recommended. In addition, the contractor shall describe the efforts it undertook to prevent
use or submission of covered telecommunications equipment or services, and any
additional efforts that will be incorporated to prevent future use or submission of covered
telecommunications equipment or services.
(e)Subcontracts. The Contractor shall insert the substance of this Section 3, including this paragraph (e), in
all subcontracts and other contractual instruments.
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4. DOMESTIC PREFERENCES FOR PROCUREMENTS.
(a) As appropriate and to the extent consistent with law, the non-Federal entity should, to the greatest extent
practicable under a Federal award, provide a preference for the purchase, acquisition, or use of goods,
products, or materials produced in the United States (including but not limited to iron, aluminum, steel,
cement, and other manufactured products). The requirements of this section must be included in
all subawards including all contracts and purchase orders for work or products under this award.
(b) For purposes of this section:
(1) “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.
(2) “Manufactured products” means 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.
5. BYRD ANTI-LOBBYING AMENDMENT.
Contractors shall file the required certification entitled Certification Regarding Lobbying attached below. Each
tier certifies to the tier above that it will not and has not used Federal 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 awarding agency.
6. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT.
If the Contract is in excess of $100,000 and involves the employment of mechanics or laborers, the Contractor
must comply with 40 USC 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part
5), as applicable, and during performance of this Contract the Contractor agrees as follows:
(a)Overtime requirements. No Contractor or Subcontractor contracting for any part of the contract work which
may require or involve the employment of laborers or mechanics shall require or permit any such laborer or
mechanic in any workweek in which he or she is employed on such work to work in excess of 40 hours in
such workweek unless such laborer or mechanic receives compensation at a rate not less than 1 ½ times the
basic rate of pay for all hours worked in excess of 40 hours in such workweek.
(b)Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth
in paragraph (1) of this section the Contractor and any Subcontractor responsible therefor shall be liable for
the unpaid wages. In addition, such Contractor and Subcontractor shall be liable to the United States (in the
case of work done under contract for the District of Columbia or a territory, to such District or to such
territory), for liquidated damages. Such liquidated damages shall be computed with respect to each
individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set
forth in paragraph (1) of this section, in the sum of $27 for each calendar day on which such individual was
required or permitted to work in excess of the standard work week of 40 hours without payment of the
overtime wages required by the clause set forth in paragraph (1) of this section.
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(c)Withholding for unpaid wages and liquidated damages. The State shall upon its own action or upon written
request of an authorized representative of the Department of Labor withhold or cause to be withheld, from
any moneys payable on account of work performed by the Contractor or Subcontractor under any such
contract or any other Federal contract with the same prime contractor, or any other federally-assisted
contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime
contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or
subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (2)
of this section.
(d)Subcontracts. The Contractor or Subcontractor shall insert in any subcontracts the clauses set forth in
paragraph (1) through (4) of this section and also a clause requiring the Subcontractors to include these
clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any
subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (1) through (4) of this
section.
7. EQUAL EMPLOYMENT OPPORTUNITY
This Contract is not a “federally assisted construction contract” as defined in 41 CFR Part 60-1.3.
8. 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 where the Davis-Bacon Act applies.
9. COPELAND “ANTI-KICKBACK” ACT
If this Contract is a contract for construction or repair work in excess of $2,000 where the Davis-Bacon Act
applies, the Contractor must comply with the Copeland “Anti-Kickback” Act (40 USC 3145), as supplemented
by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or
Public Work Financed in Whole or in Part by Loans or Grants from the United States”), which prohibits the
Contractor and subrecipients from inducing, by any means, any person employed in the construction,
completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise
entitled, and during performance of this Contract the Contractor agrees as follows:
(a)Contractor. The Contractor shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the requirements of
29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into this contract.
(b)Subcontracts. The Contractor or Subcontractor shall insert in any subcontracts the clause above and such
other clauses as FEMA or the applicable federal awarding agency may by appropriate instructions require,
and also a clause requiring the Subcontractors to include these clauses in any lower tier subcontracts. The
prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor
with all of these contract clauses.
(c)Breach. A breach of the contract clauses above may be grounds for termination of the contract, and for
debarment as a Contractor and Subcontractor as provided in 29 C.F.R. § 5.12.
10. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT
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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.
11. CLEAN AIR ACT AND THE FEDERAL WATER POLLUTION CONTROL ACT
If this Contract is in excess of $150,000, the Contractor must comply with all applicable standards, orders, and
regulations issued under the Clean Air Act (42 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:
Clean Air Act
1. 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.
2. 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.
3. 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.
Federal Water Pollution Control Act
1. 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.
2. 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.
3. 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.
12. Debarment and Suspension
A “contract award” (see 2 CFR 180.220) must not be made to parties listed on the government-wide exclusions
in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that
implement Executive Orders 12549 (51 FR 6370; February 21, 1986) and 12689 (54 FR 34131; August 18,
1989), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or
otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority
other than Executive Order 12549.
(1) This Contract is a covered transaction for purposes of 2 C.F.R. Part 180 and 2 C.F.R. Part 3000. As
such, the Contractor is required to verify that none of the Contractor’s principals (defined at 2 C.F.R. § 180.995)
or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified
(defined at 2 C.F.R. § 180.935).
(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
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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.
13. PROCUREMENT OF RECOVERED MATERIALS
Under 2 CFR 200.322, Contractors must comply with section 6002 of the Solid Waste Disposal Act, as
amended by the Resource Conservation and Recovery Act.
a. In the performance of this contract, the Contractor shall make maximum use of products containing recovered
materials that are EPA-designated items unless the product cannot be acquired:
i. Competitively within a timeframe providing for compliance with the contract performance schedule;
ii. Meeting contract performance requirements; or
iii. At a reasonable price.
b. 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.
c. The Contractor also agrees to comply with all other applicable requirements of Section 6002 of the Solid
Waste Disposal Act.
14. 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.
15. 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.
16. ADDITIONAL FEMA CONTRACT PROVISIONS.
The following provisions apply to purchases that will be paid for in whole or in part with funds obtained from
the Federal Emergency Management Agency (FEMA):
a. Access to Records. The following access to records requirements apply to this contract:
i. The Contractor agrees to provide the State, the FEMA Administrator, the Comptroller General of the
United States, or any of their authorized representatives access to any books, documents, papers, and
records of the Contractor which are directly pertinent to this contract for the purposes of making
audits, examinations, excerpts, and transcriptions.
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ii. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever
or to copy excerpts and transcriptions as reasonably needed.
iii. The Contractor agrees to provide the FEMA Administrator or his authorized representatives access
to construction or other work sites pertaining to the work being completed under the contract.
In compliance with the Disaster Recovery Act of 2018, the State and the Contractor acknowledge and agree that
no language in this contract is intended to prohibit
audits or internal reviews by the FEMA Administrator or the Comptroller General of the United States.
b. Changes. See the provisions regarding modifications or change notice in the Contract Terms.
c. DHS Seal Logo and Flags. The Contractor shall not use the DHS seal(s), logos, crests, or reproductions of
flags or likenesses of DHS agency officials without specific FEMA pre-approval.
d. Compliance with Federal Law, Regulations, and Executive Orders. This is an acknowledgement that
FEMA financial assistance will be used to fund all or a portion of the contract. The Contractor will comply with
all applicable Federal law, regulations, executive orders, FEMA policies, procedures, and directives.
e. No Obligation by Federal Government. The Federal Government is not a party to this contract and is not
subject to any obligations or liabilities to the State, Contractor, or any other party pertaining to any matter
resulting from the Contract.”
f. Program Fraud and False or Fraudulent Statements or Related Acts The Contractor acknowledges that
31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the Contractor’s
actions pertaining to this contract.
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CERTIFICATION REGARDING 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.
a. This Contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such, the
Contractor is required to verify that none of the Contractor’s principals (defined at 2 C.F.R. § 180.995) or its
affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2
C.F.R. § 180.935).
b. The Contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, and must include
a requirement to comply with these regulations in any lower tier covered transaction it enters into.
c. 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. pt. 180, subpart C and 2 C.F.R. pt. 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.
d. The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt.
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.
Your signature certifies that neither you nor your principal is presently debarred, suspended, proposed for debarment,
declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency.
SIGNATURE – Official Authorized to Sign:Date Signed:
Name:Title:
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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. Code. 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.
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 – Official Authorized to Sign:Date Signed:
Name:Title: