HomeMy WebLinkAboutResolutions - 2024.06.13 - 41279
AGENDA ITEM: Subrecipient Agreement with Honor Community Health for Pontiac Integrated
Health Walk-In Clinic
DEPARTMENT: Health & Human Services
MEETING: Board of Commissioners
DATE: Thursday, June 13, 2024 9:30 AM - Click to View Agenda
ITEM SUMMARY SHEET
COMMITTEE REPORT TO BOARD
Resolution #2024-4186
Motion to approve the attached Subrecipient Agreement with Honor Community Health to reimburse
Honor Community Health for obtaining and using the Integrated Urgent Care Facility and provision
of primary care services at the Integrated Urgent Care Facility in Pontiac; further, authorize the
Chair of the Board of Commissioners to execute the agreement, after final review by the Purchasing
Department and Corporation Counsel.
ITEM CATEGORY SPONSORED BY
Contract Penny Luebs
INTRODUCTION AND BACKGROUND
Miscellaneous Resolution #2023-3200 approved the acceptance of funding in the amount of
$5,000,000 from the Michigan Department of Health and Human Services (MDHHS) to support the
creation of an integrated urgent care system to improve access to primary care and mental health
services. A portion of this funding totaling $3,000,000 will be used to reimburse Honor Community
Health for obtaining and using the Integrated Urgent Care Facility and provision of primary care
services at the Integrated Urgent Care Facility. The Health Division drafted a subrecipient
agreement with Honor Community Health. Honor Community Health has agreed to the terms
included in the subrecipient agreement.
POLICY ANALYSIS
This is a request to execute a subrecipient agreement with Honor Community Health to create an
Integrated Urgent Care Facility to improve access to primary health care and mental health
services, regardless of ability to pay, and offer-in person and telehealth visits to limit barriers to
seeking primary care and mental health services. The clinic will provide immediate integrated care
for residents of Oakland County, regardless of insurance, who are impacted by immediate physical
and/or mental health concerns. The clinic will diagnose and provide treatment for individuals
requiring immediate medical and/or mental health attention for non-life-threatening conditions.
Individuals visiting the walk-in clinic for behavioral health needs will be assessed to determine their
appropriate level of care. Individuals who use the walk-in clinic will be treated on-site or via
telehealth services. Individuals may be referred to higher levels of care, if needed. The walk-in clinic
will provide access to services more appropriate than a hospital emergency department for
addressing non-emergent medical and behavioral health needs when an individual’s service
provider is not available.
The term of the agreement is June 1, 2024 through May 31, 2027 with an option to renew for an
additional two-year period. The agreement is funded through a grant received from the Michigan
Department of Health and Human Services (MDHHS). Upon full execution of this agreement, the
County shall pay Honor $1 million to be used for the premises and delivery of services (Initial
Payment). Thereafter, during the term of the Agreement, all amounts due under this Agreement
shall be billed and paid for on a quarterly basis. The County’s total monetary obligation under this
agreement shall not exceed $3 million, inclusive of the Initial Payment.
BUDGET AMENDMENT REQUIRED: No
Committee members can contact Michael Andrews, Policy and Fiscal Analysis Supervisor at
248.425.5572 or andrewsmb@oakgov.com or the department contact persons listed for additional
information.
CONTACT
Leigh-Anne Stafford, Director Health & Human Services
ITEM REVIEW TRACKING
Aaron Snover, Board of Commissioners Created/Initiated - 6/13/2024
AGENDA DEADLINE: 06/13/2024 9:30 AM
ATTACHMENTS
1. County-Honor Subrecipient Agreement (final version 05-31-24)
COMMITTEE TRACKING
2024-06-04 Public Health & Safety - Recommend to Board
2024-06-13 Full Board - Adopt
Motioned by: Commissioner Linnie Taylor
Seconded by: Commissioner Philip Weipert
Yes: David Woodward, Michael Spisz, Michael Gingell, Penny Luebs, Karen Joliat, 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, Linnie Taylor (18)
No: None (0)
Abstain: None (0)
Absent: Kristen Nelson (1)
Passed
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Final Version (5-31-24)
SUBRECIPIENT AGREEMENT FOR THE DELIVERY
OF PUBLIC HEALTH SERVICES
This Subrecipient Agreement (the "Agreement") is made by and between Oakland County, a Municipal
and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and
Oakland Integrated Healthcare network, a/k/a Honor Community Health, a Michigan nonprofit
corporation, operating a Federally Qualified Health Center, 461 W. Huron Street, Pontiac, Michigan
48341 (“Honor”) (County and Honor each a “Party” and, collectively, “Parties”).
WHEREAS, Honor is a Michigan nonprofit corporation and federal qualified health center that
provides, either directly or through its health care clinics and other facilities, medical services to
individuals in need of care;
WHEREAS, The County received a grant from the Michigan Department of Health and Human
Services (MDHHS) for the delivery of public health services (“Grant Agreement”);
WHEREAS, the Parties desire to leverage funds from the Grant Agreement to create an
Integrated Urgent Care Facility to improve access to primary health care and mental health services,
regardless of ability to pay, and offer-in person and telehealth visits to limit barriers to seeking primary
care and mental health services;
WHEREAS, The County and Honor each desire to enter into the Agreement which sets forth
and describes the terms and conditions related to the use of the funds from the Grant Agreement;
NOW THEREFORE, in consideration of the mutual promises, obligations, representations, and
assurances in this Agreement, the Parties agree to the following:
1. DEFINITIONS. The following words and expressions used throughout this Agreement, whether
used in the singular or plural, shall be defined, read, and interpreted as follows:
1.1. Agreement means the terms and conditions of this Agreement, together with each of the
Exhibits (as defined below), attachments, amendments and any other modifications.
1.2. Claims means any loss; complaint; demand for relief or damage; lawsuit; cause of action;
proceeding; judgment; penalty; cost 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.
1.3. Confidential Information means all information and data that each Party is required or
permitted by law to keep confidential.
1.4. County means Oakland County, a Municipal and Constitutional Corporation, including,
but not limited to, all of its departments, divisions, the County Board of Commissioners,
elected and appointed officials, directors, board members, council members,
commissioners, authorities, committees, employees, agents, volunteers, and/or any such
persons’ successors.
1.5. Day means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m.
1.6. Event of Default means the failure of performance or breach by a Party to carry out its duties
and obligations under this Agreement or, with respect to a Party, if any representation or
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warranty of such Party was materially not accurate when made, and such obligation has not
been performed or such representation or warranty has not been corrected within the cure period
in Section 10 below after written notice thereof has been given by the other Party. Event of
Default also means any filing of bankruptcy or bankruptcy reorganization by Honor.
1.7. Exhibits mean the following exhibits, which are incorporated into this Agreement.
Exhibit I: Grant Agreement
Exhibit II: Scope of Services & Budget
Exhibit III: Insurance Requirements
1.8. Grant Agreement means the agreement executed between the MDHHS and the County of
Oakland for the Delivery of Public Health Services under the Local Health Department
Agreement.
1.9. Grant Funds means the monies allocated through the Grant Agreement.
1.10. Honor means Oakland Integrated Healthcare network, a/k/a Honor Community Health, a
Michigan nonprofit corporation, operating a Federally Qualified Health Center, including but
not limited to, its council, its Board, its departments, its divisions, officials, directors, board
members, council members, commissioners, committees, employees, agents, subcontractors,
attorneys, volunteers, and/or any such persons’ successors.
1.11. Indemnified Persons means the County and all of its departments, divisions, the County
Board of Commissioners, elected and appointed officials, directors, board members, council
members, commissioners, authorities, committees, employees, agents, volunteers, and/or any
such persons’ successors.
1.12. Points of Contact mean the individuals designated by Honor and identified to County to act
as contacts for communication and other purposes as described herein.
1.13. Premises means the building and parking area at which Honor will provide the Services required
under this Agreement. The Premises are located at 48980 Woodward Avenue, Pontiac,
Michigan 48342. Any change to the location of the Premises shall be codified in an amendment
to this Agreement.
1.14. Services means the services that Honor must provide pursuant to this Agreement, which are
further described and defined in this Agreement and the Exhibits hereto.
2. TERM AND DURATION OF AGREEMENT. This Agreement shall commence on June 1, 2024
and shall terminate May 31, 2027. Prior to May 31, 2027, this Agreement may be extended upon
mutual written consent of the Parties for an additional two-year period (the “Extension Period”). All
terms and conditions contained in this Agreement shall apply equally, during the Extension Period.
Consent on behalf of the County for extending the Agreement shall be given by the Director of Health
and Human Services.
3. HONOR RESPONSIBILITIES.
3.1. Compliance with Agreement and Exhibits. Honor shall perform, conduct, and complete
all Services, duties, and obligations contained in this Agreement, including each Exhibit.
Honor shall proceed with due care and diligence in accordance with industry standards for
similar services when performing, conducting, and completing the Services, duties, and
obligations under this Agreement.
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3.2. Compliance with Grant Agreement. Honor shall comply with all applicable terms and
conditions of the Grant Agreement attached as Exhibit I to this Agreement.
3.3. Points of Contact. Honor shall designate a representative(s) to act as a Point of Contact with
County. The Point of Contact’s responsibilities shall include:
3.3.1. Direct coordination and interaction with County staff.
3.3.2. Communication with the general public when appropriate.
3.4. Site Access. Honor shall grant the County, or its designated agents, access to the Premises to
exercise their respective rights related to the purposes and pursuant to the terms of this
Agreement. Subject to federal and state law, access shall include the right to inspect the
performance of any Services, as provided in Grant Agreement, in the County's discretion. The
County shall give Honor at least 24 hours prior written notice of its intent to access the
Premises. If notice cannot be given due to an emergency or any other similar unforeseen
circumstance, the County shall give such prior notice as is reasonable and practicable under
the circumstances. The County and agents must comply with all safety standards and laws
while accessing the Premises.
3.5. Payment of Contractors, Subcontractors, Lessors, Independent Contractors, and Agents.
Honor shall pay all Honor employees, contractors, subcontractors, lessors, independent
contractors, or agents. In no event, shall the County pay any Honor employee, contractor,
subcontractors, lessor, independent contractor, or agent.
3.6. Legal Requests For Information. If the County receives a court order, a Freedom of
Information Act (FOIA) request, or other legal request to provide County information or data
held by Honor, then the County shall notify Honor of such request and Honor shall comply to
the extent practicable under state and federal law.
4. COUNTY RESPONSIBILITIES.
4.1. Payments. The County shall pay Honor subject to and in accordance with the terms set forth
in this Agreement and Exhibit II.
4.2. County is not obligated or required to provide any payments or services that are not specified
in this Agreement.
5. PAYMENTS.
5.1. Fees, charges, rates, and payment terms are set forth in Exhibit II.
5.2. Honor acknowledges and agrees that all Services provided under this Agreement will be paid
for with Grant Funds. It is anticipated that there will be sufficient Grant Funds to meet the
duties and obligations under this Agreement. However, if for any reason the Grant Funds do
not provide sufficient monies to satisfy such duties and obligations, Honor shall have no claim
or further recourse of any kind or nature against the County except from available Grant Funds:
and if for any reason the Grant Funds are insufficient or there are none, then Honor assumes
full responsibility for any such loss or cost. Nothing in the preceding sentence shall limit or
restrict Honor’s ability to request an amendment to the Grant Agreement, subject to the
County's or State’s process to review, approve, modify, or deny any proposed amendment.
6. ASSURANCES/LIABILITY/INSURANCE .
6.1. Indemnification. Honor shall indemnify, defend, and hold harmless the Indemnified Persons
from all Claims, incurred by or asserted against the Indemnified Persons by any person or
entity, which are alleged to have been caused directly or indirectly from the acts or omissions
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of Honor. The Indemnified Persons’ right to indemnification is in excess and above any
insurance rights/policies required by this Agreement.
6.2. Notice of Action. If a Claim is brought against any Indemnified Persons, the Indemnified
Persons shall promptly give notice to Honor and Honor shall defend such Indemnified
Persons with counsel selected by Honor, which counsel shall be reasonably satisfactory
to the Indemnified Persons. In any such proceeding, the Indemnified Persons shall
cooperate with Honor and Honor shall have the right to settle, compromise, pay or defend
against any such Claim on behalf of such Indemnified Persons, except that Honor may
not settle or compromise any Claim if the effect of doing so would be to subject the
Indemnified Persons to criminal penalties, unless such Indemnified Persons gives its
consent.
6.3. No Indemnification From The County. Honor shall have no rights against the County
for indemnification, contribution, subrogation, or any other right to be reimbursed by the
County, except as expressly provided herein.
6.4. Costs, Fines, and Fees for Noncompliance. Honor, not the County, shall be solely
responsible for all costs, fines, penalties, and fees associated with its performance of this
Agreement.
6.5. Reservation of Rights. This Agreement does not, and is not intended to, impair, divest,
delegate or contravene any constitutional, statutory, and/or other legal right, privilege, power,
obligation, duty, or immunity of the Parties. Nothing in this Agreement shall be construed as
a waiver of governmental immunity for the County.
6.6. Authorization and Completion of Agreement. The Parties have taken all actions and
secured all approvals necessary to authorize and complete this Agreement. The persons
signing this Agreement on behalf of each Party have legal authority to sign this
Agreement and bind the Parties to the terms and conditions contained herein.
6.7. Compliance with Laws. Each Party shall comply with all federal, state, and local
ordinances, regulations, administrative rules, and requirements applicable to its activities
performed under this Agreement.
6.8. Insurance. At all times during this Agreement, Honor shall obtain and maintain
insurance according to the requirements listed in Exhibit III.
7. USE OF CONFIDENTIAL INFORMATION
7.1. The Parties shall not reproduce, provide, disclose, or give access to Confidential
Information to County or Honor employees, agents, or contractors not having a
legitimate need to know the Confidential Information, or to any third-party. County and
Honor shall only use the Confidential Information for performance of this Agreement.
Notwithstanding the foregoing, the Parties may disclose the Confidential Information if
required by law, statute, or other legal process provided that the Party required to disclose
the information: (i) provides prompt written notice of the impending disclosure to the
other Party, (ii) provides reasonable assistance in opposing or limiting the disclosure,
and (iii) makes only such disclosure as is reasonably compelled or required. This
Agreement imposes no obligation upon the Parties with respect to any Confidential
Information when it can established by legally sufficient evidence that the Confidential
Information: (i) was in possession of or was known by prior to its receipt from the other
Party, without any obligation to maintain its confidentiality; (ii) was obtained from a
third party having the right to disclose it, without an obligation to keep such information
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confidential; or (iii) is or becomes publicly available by means other than unauthorized
disclosures by the receiving Party.
7.2. Subject to any record retention laws or legal requirements, within five (5) business days after
receiving a written request from the other Party, or upon termination of this Agreement, the
receiving Party shall return or destroy all of the disclosing Party’s Confidential Information.
8. REPRESENTATIONS AND WARRANTIES .
8.1. Honor Representations and Warranties. Honor represents and warrants to the County the
following:
8.1.1. Honor is a Michigan non-profit corporation with power under the laws of the State of
Michigan to carry on its business as now being conducted and has the power and authority
to perform and complete the Services under this Agreement.
8.1.2. The execution and delivery of this Agreement and the performance and completion of the
Services herein have been authorized by all requisite action of Honor, and this Agreement
constitutes a valid and binding agreement of Honor enforceable in accordance with its terms
and conditions.
8.1.3. Honor will comply with all obligations, covenants and conditions required of it or its
agents or contractors under the terms of this Agreement and the Grant Agreement.
8.1.4. Honor has not made any misrepresentation of fact in the inducement or in the performance
or administration of this Agreement.
8.2. County Representations and Warranties. The County represents and warrants to the County
the following:
8.2.1. County is a Michigan municipal corporation, with all necessary corporate powers to enter
into and perform this Agreement.
8.2.2. The execution and delivery of this Agreement has been authorized by all requisite action
on the part of the County, and this Agreement constitutes a valid and binding agreement of
the County enforceable in accordance with its terms and conditions.
8.2.3. County will comply with all obligations, covenants and conditions required of it or its
agents or contractors under the terms of this Agreement and the Grant Agreement.
8.2.4. County has not made any misrepresentation of fact in the inducement or in the
performance or administration of this Agreement.
9. DISPUTE RESOLUTION. All disputes relating to the execution, interpretation, performance, or
nonperformance of this Agreement involving or affecting the Parties may first be submitted to
County's Director of the Department of Health and Human Services and Honor’s Chief Strategy
Officer, Scott Stewart, for possible resolution. County's Director of the Department of Health and
Human Services and Honor’s Chief Strategy Officer may promptly meet and confer in an effort to
resolve such dispute. If they cannot resolve the dispute in five (5) business days, the dispute may
be submitted to the chief executive officials of each Party or their designees. The chief executive
officials or their designees may meet promptly and confer in an effort to resolve such dispute.
10. DEFAULT AND TERMINATION.
10.1. Non-Monetary Default. Upon the occurrence of an Event of Default, and failure to cure
such Event of Default within thirty (30) days after receipt of written notice of such Event of
Default, the non-defaulting Party may terminate this Agreement by giving written notice to the
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defaulting Party, provided, however, that if such Event of Default requires more than thirty (30)
days to cure, and if such defaulting Party shall commence and diligently proceed to cure the Event
of Default within such thirty (30) days, then the Defaulting party shall have an additional fifteen
(15) days, or if the Parties are in agreement a longer time, to cure the Event of Default.
10.2. Monetary Event of Default. If an Event of Default involves a monetary default, it shall
be cured within fifteen (15) days rather than thirty (30) days. If the monetary Event of Default is
not cured within this time period, then the non-defaulting party shall have the right to terminate
this Agreement or, at the election of such non-defaulting party, may obtain any form of relief
permitted under this Agreement, and applicable law, including, without limitation, the right to
seek and obtain a decree of specific performance from a court of competent jurisdiction.
10.3. Any right or remedy provided by a specific provision of this Agreement shall be deemed
cumulative to, and not conditioned on, any other remedies upon Event of Default.
10.4.
11. SUSPENSION OF SERVICES. County, through its Director of the Department of Health and
Human Services, may immediately suspend payment of Grant Funds for any of the following reasons:
(i) requests by law enforcement or other governmental agencies; (ii) engagement by Honor in
fraudulent or illegal activities relating to the Services provided herein. The right to suspend this
Agreement is in addition to the right to terminate this Agreement set forth in Section 10. County shall
not incur any penalty, expense or liability if the Agreement is suspended under this Section.
12. DELEGATION OR ASSIGNMENT. Neither Party shall delegate or assign any obligations or
rights under this Agreement without the prior written consent of the other Party.
13. AMENDMENT. No amendment or modification to or of this Agreement shall be effective and
binding upon any Party until such amendment or modification is reduced to writing and executed
by all Parties. Amendments or modifications to Exhibit II may be executed on behalf of the County
by the County Director of Health and Human Services.
14. NO EMPLOYEE-EMPLOYER RELATIONSHIP. Nothing in this Agreement shall be
construed as creating an employee-employer relationship between County and Honor. At all
times and for all purposes under this Agreement, the Parties’ relationship to each other is that
of an independent contractor. Each Party will be solely responsible for the acts or omissions of
its employees, contractors, and agents during the term of this Agreement. No liability, right or
benefits arising out of an employer/employee relationship, either express or implied, shall arise
or accrue to either Party as a result of this Agreement.
15. NO THIRD-PARTY BENEFICIARIES. Except as provided for the benefit of the Parties, this
Agreement does not and is not intended to create any obligation, duty, promise, contractual right or
benefit, right to indemnification, right to subrogation, and/or any other right in favor of any other
person or entity.
16. NO IMPLIED WAIVER. Absent a written waiver, no act, failure, or delay by a Party to pursue or
enforce any rights or remedies under this Agreement shall constitute a waiver of those rights with
regard to any existing or subsequent breach of this Agreement. No waiver of any term, condition, or
provision of this Agreement, whether by conduct or otherwise, in one or more instances shall be
deemed or construed as a continuing waiver of any term, condition, or provision of this Agreement.
No waiver by either Party shall subsequently affect its right to require strict performance of this
Agreement.
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17. SEVERABILITY. If a court of competent jurisdiction finds a term or condition of this Agreement
to be illegal or invalid, then the term or condition shall be deemed severed from this Agreement.
All other terms, conditions, and provisions of this Agreement shall remain in full force.
18. PRECEDENCE OF DOCUMENTS. In the event of a conflict between the terms and conditions
of any of the documents that comprise this Agreement, the terms in this Agreement shall prevail
and take precedence over any allegedly conflicting terms and conditions in the Exhibits,
attachments, or other documents that comprise this Agreement.
19. CAPTIONS. The section and subsection numbers, captions, and any index to such sections and
subsections contained in this Agreement are intended for the convenience of the reader and are not
intended to have any substantive meaning. The numbers, captions, and indexes shall not be interpreted
or be considered as part of this Agreement. Any use of the singular or plural, any reference to gender,
and any use of the nominative, objective or possessive case in this Agreement shall be deemed the
appropriate plurality, gender or possession as the context requires.
20. FORCE MAJEURE. Notwithstanding any other term or provision of this Agreement, neither Party
shall be liable to the other for any failure of performance hereunder if such failure is due to any cause
beyond the reasonable control of that Party and that Party cannot reasonably accommodate or mitigate
the effects of any such cause. Such cause shall include, without limitation, acts of God, fire, explosion,
vandalism, national emergencies, insurrections, riots, wars, strikes, lockouts, work stoppages, other
labor difficulties, or any law, order, regulation, direction, action, or request of the United States
government or of any other government. Reasonable notice shall be given to the affected Party of any
such event.
21. NOTICES. Except as otherwise provided in the Exhibits, notices given under this Agreement shall
be in writing and shall be personally delivered, sent by confirmed e-mail, express delivery service,
certified mail, or first-class U.S. mail postage prepaid, and addressed to the person listed below.
Notice will be deemed given on the date when one of the following first occur: (i) the date of actual
receipt; (ii) the next business day when notice is sent express delivery service or personal delivery;
or (iii) three days after mailing first class or certified U.S. mail.
21.1. If Notice is sent to County, it shall be addressed and sent to: 1) County’s Director of the
Department of Health and Human Services, the North Health Center, 1200 North Telegraph,
Building 34E, Pontiac, MI 48341, and 2) the Chairperson of the Oakland County Board of
Commissioners, 1200 North Telegraph Road, Pontiac, Michigan 48341.
21.2. If Notice is sent to Honor, it shall be addressed to: Scott Stewart, Chief Strategy Officer and
Debra Brinson, CEO at 461 W. Huron, Suite 107, Pontiac, Michigan 48341.
21.3. Either Party may change the individual to whom Notice is sent and/or the mailing address
by notifying the other Party in writing of the change.
22. GOVERNING LAW/CONSENT TO JURISDICTION AND VENUE . This Agreement shall be
governed, interpreted, and enforced by the laws of the State of Michigan. Except as otherwise required
by law or court rule, any action brought to enforce, interpret, or decide any Claim arising under or
related to this Agreement shall be brought in the 6th Judicial Circuit Court of the State of Michigan,
the 50th District Court of the State of Michigan, or the United States District Court for the Eastern
District of Michigan, Southern Division, as dictated by the applicable jurisdiction of the court. Except
as otherwise required by law or court rule, venue is proper in the courts set forth above.
23. SURVIVAL OF TERMS. The following terms and conditions shall survive and continue in full force
beyond the termination or cancellation of this Agreement (or any part thereof) until the terms and
conditions are fully satisfied or expire by their nature: Definitions (Section 1); Assurances (Section
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6); Use of Confidential Information (Section 7); Representations and Warranties (Section 8); Dispute
Resolution (Section 9); No Employee-Employer Relationship (Section 14); No Third-Party
Beneficiaries (Section 15); No Implied Waiver (Section 16); Severability (Section 17); Precedence of
Documents (Section 18); Force Majeure (Section 20); Governing Law/Consent to Jurisdiction and
Venue (Section 22); Survival of Terms (Section 23); Entire Agreement (Section 25).
24. COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be an
original and all of which shall constitute the same instrument.
25. ENTIRE AGREEMENT.
25.1. This Agreement represents the entire agreement and understanding between the Parties
regarding its subject, including the Services described in the attached Exhibits, and
supersedes all previous representations, discussions, and written agreements not expressly
incorporated herein.
25.2. The language of this Agreement shall be construed as a whole according to its fair
meaning, and not construed strictly for or against any Party.
IN WITNESS WHEREOF, Debra Brinson acknowledges that he/she has been authorized to execute this
Agreement on behalf of Honor and accepts and binds Honor to the terms and conditions of this Agreement.
EXECUTED: ____________________________________ DATE: _______________
Debra Brinson, CEO
WITNESSED: ___________________________________ DATE: _______________
Print name:
IN WITNESS WHEREOF, David T. Woodward, Chairperson, Oakland County Board of
Commissioners, acknowledges that he has been authorized to execute this Agreement on behalf of
Oakland County and accepts and binds Oakland County to the terms and conditions of this Agreement.
EXECUTED: ____________________________________ DATE: _______________
David T. Woodward, Chairperson
Oakland County Board of Commissioners
WITNESSED: ___________________________________ DATE: _______________
Oakland County Board of Commissioners
County of Oakland
Agreement #: E20245348-00
Grant Agreement Between
Michigan Department of Health and Human Services
hereinafter referred to as the "Department"
and
Oakland County Department of Health and Human Services/ Health Division
1200 N. Telegraph Rd. 34 East
Pontiac MI 48341 1032
Federal I.D.#: 38-6004876, Unique Entity Identifier: HZ4EUKDD7AB4
hereinafter referred to as the "Grantee"
for
Pontiac Integrated Urgent Care - 2024
Part 1
1.Period of Agreement:
This Agreement 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 Agreement October 1, 2023, will
be referred to as the start date. This Agreement is in full force and effect for the
period specified.
2.Program Budget and Agreement Amount:
A.Agreement Amount
The total amount of this Agreement is $5,000,000.00. Under the terms of this
Agreement, the Department will provide funding not to exceed $5,000,000.00.
The source of funding provided by the Department can be obtained in the
Schedule of Financial Assistance, available on-demand in the EGrAMS
electronic grants management system (http://egrams-mi.com/mdhhs).
The Agreement is designated as a:
Subrecipient relationship (federal funding); or
X Recipient (non-federal funding).
The Agreement is designated as:
Research and development project; or
X Not a research and development project.
Date: 03/01/2024 Contract # E20245348-00, Oakland County Department of Health and Human Services/
Health Division, Pontiac Integrated Urgent Care - 2024
__________________________________________________________________________
Page: 1 of 41
EXHIBIT I
B.Equipment Purchases and Title
Any Grantee equipment purchases supported in whole or in part through this
Agreement 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 will vest with the
Grantee 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.
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 Agreement, must be made
in writing and executed by all parties through an amendment to this Agreement
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 focus of the program is to improve access to primary care and mental
health services, regardless of ability to pay, and offer in-person and
telehealth visits to limit barriers to seeking care.
4.Statement of Work:
The Grantee agrees to undertake, perform and complete the activities described in
Attachment A, which is part of this Agreement.
5.Financial Requirements:
The financial requirements must be followed as described in Part 2 and Attachment B,
which are part of this Agreement.
6.Performance/Progress Report Requirements:
The progress reporting methods must be followed as described in Part 2 and
Attachment C, which are part of this Agreement.
7.General Provisions:
The Grantee agrees to comply with the General Provisions as described in Part 2 and
Attachment E, which are part of this Agreement.
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8.Administration of the Agreement:
The person acting for the Department in administering this Agreement (hereinafter
referred to as the Contract Manager) is:
Alicia Cosgrove Admin Assistant (616) 617-3415
cosgrovea2@michigan.gov
___________________________________________________________________
Name Title Telephone No. Email Address
9.Grantee's Financial Contact for the Agreement:
The financial contact acting on behalf of the Grantee for this Agreement is:
Michelle Coburn Accountant
___________________________________________________________________
Name Title
coburnm@oakgov.com (248) 858-5468
___________________________________________________________________
E-Mail Address Telephone No.
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10.Special Conditions:
A.This Agreement is valid upon approval and execution by the Department which
may be contingent upon approval by the State Administrative Board and
signature by the Grantee.
B.This Agreement 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 Grantee may expend during a specific time period within the
Agreement Period.
D.The Department will not assume any responsibility or liability for costs incurred
by the Grantee prior to the start date of this Agreement.
E.The Grantee is required by 2004 PA 533 to receive payments by electronic
funds transfer.
11.Special Certification:
The individual or officer signing this Agreement certifies by their signature that they
are authorized to sign this Agreement on behalf of the responsible governing board,
official or Grantee.
12.Signature Section:
FOR the GRANTEE
Oakland County Department of Health and Human Services/ Health Division
David T. Woodward County Commissioner 03/01/2024
___________________________________________________________________
Name Title Date
For the Michigan Department of Health and Human Services
Christine H. Sanches 02/21/2024
___________________________________________________________________
Christine H. Sanches, Director Date
Bureau of Grants and Purchasing
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Part 2
General Provisions
I.Responsibilities - Grantee
The Grantee, in accordance with the general purposes and objectives of this
Agreement, must:
A.Publication Rights
1.Copyright materials only when the Grantee exclusively develops books,
films or other such copyrightable materials through activities supported
by this Agreement. The copyrighted materials cannot include recipient
information or personal identification data. Grantee provides the
Department a royalty-free, non-exclusive and irrevocable license to
reproduce, publish and use such materials copyrighted by the Grantee
and authorizes others to reproduce and use such materials.
2.Obtain prior written authorization from the Department’s Office of
Communications for any materials copyrighted by the Grantee or
modifications bearing acknowledgment of the Department's name prior
to reproduction and use of such materials. The state of Michigan may
modify the material copyrighted by the Grantee and may combine it with
other copyrightable intellectual property to form a derivative work. The
state of Michigan will own and hold all copyright and other intellectual
property rights in any such derivative work, excluding any rights or
interest granted in this Agreement to the Grantee. If the Grantee ceases
to conduct business for any reason or ceases to support the
copyrightable materials developed under this Agreement, the state of
Michigan has the right to convert its licenses into transferable licenses
to the extent consistent with any applicable obligations the Grantee has.
3.Obtain written authorization, at least 14 days in advance, from the
Department’s Office of Communications and give recognition to the
Department in any and all publications, papers and presentations
arising from the Agreement activities.
4.Notify the Department’s Bureau of Grants and Purchasing 30 days
before applying to register a copyright with the U.S. Copyright Office.
The Grantee must submit an annual report for all copyrighted materials
developed by the Grantee through activities supported by this
Agreement and must submit a final invention statement and certification
within 60 days of the end of the Agreement period.
5.Not make any media releases related to this Agreement, without prior
written authorization from the Department’s Office of Communications.
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B.Fees
1.Guarantee that any claims made to the Department under this
Agreement will not be financed by any sources other than the
Department under the terms of this Agreement. If funding is received
through any other source, the Grantee agrees to budget the additional
source of funds and reflect the source of funding on the Financial Status
Report.
2.Make reasonable efforts to collect 1st and 3rd party fees, where
applicable, and report those collections on the Financial Status Report.
Any under recoveries of otherwise available fees resulting from failure to
bill for eligible activities will be excluded from reimbursable
expenditures.
C.Grant Program Operation
Provide the necessary administrative, professional and technical staff for
operation of the grant program. The Grantee must obtain and maintain all
necessary licenses, permits or other authorizations necessary for the
performance of this Agreement.
Use an accounting system that can identify and account for the funds received
from each separate grant, regardless of funding source, and assure that grant
funds are not commingled.
D.Reporting
Utilize all report forms and reporting formats required by the Department at the
start date of this Agreement and provide the Department with timely review
and commentary on any new report forms and reporting formats proposed for
issuance thereafter.
E.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. The Grantee must assure that all
terms of the Agreement will be appropriately adhered to and that records and
detailed documentation for the grant project or grant program identified in this
Agreement will be maintained for a period of not less than four years from the
date of termination, the date of submission of the final expenditure report or
until litigation and audit findings have been resolved. This section applies to
the Grantee, any parent, affiliate, or subsidiary organization of the Grantee and
any subcontractor that performs activities in connection with this Agreement.
F.Authorized Access
1.Permit within 10 calendar days of providing notification and at
reasonable times, access by authorized representatives of the
Department, Federal Grantor Agency, Inspector Generals, Comptroller
General of the United States and State Auditor General, or any of their
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duly authorized representatives, to records, papers, files, documentation
and personnel related to this Agreement, to the extent authorized by
applicable state or federal law, rule or regulation.
2.Acknowledge the rights of access in this section are not limited to the
required retention period. The rights of access will last as long as the
records are retained.
3.Cooperate and provide reasonable assistance to authorized
representatives of the Department and others when those individuals
have access to the Grantee’s grant records.
G.Audits
This section only applies to Grantees designated as subrecipients by the
Department (see Part 1, Section 2 A.).
1.Required Audit or Audit Exemption Notice
Submit to the Department either a Single Audit, Financial Related Audit
or Audit Exemption Notice as described below. A Financial Related
Audit is applicable to for-profit Grantees that are designated as
subrecipients. If submitting a Single Audit or Financial Related Audit,
Grantees must also submit a corrective action plan prepared in
accordance with 2 CFR 200.511(c) for any audit findings that impact the
Department funded programs, and management letter (if issued) with a
corrective action plan.
a.Single Audit
Grantees that are a state, local government or non-profit
organization that expend $750,000 or more in federal awards
during the Grantee’s fiscal year must submit a Single Audit to
the Department, regardless of the amount of funding received
from the Department. The Single Audit must comply with the
requirements of 2 CFR 200 Subpart F. The Single Audit
reporting package must include all components described in 2
CFR 200.512 (c).
b.Financial Related Audit
Grantees that are for-profit organizations that expend $750,000
or more in federal awards during the Grantee’s fiscal year must
submit either a financial related audit prepared in accordance
with Government Auditing Standards relating to all federal
awards, or an audit that meets the requirements contained in 2
CFR 200 Subpart F, if required by the federal awarding agency.
c.Audit Exemption Notice
Grantees exempt from the Single Audit and Financial Related
Audit requirements (a. and b. above) must submit an Audit
Exemption Notice that certifies these exemptions. The
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template Audit Exemption Notice and further instructions are
available at State of Michigan - MDHHS by selecting Inside
MDHHS – MDHHS Audit - Audit Reporting.
2.Financial Statement Audit
Grantees exempt from the Single Audit and Financial Related Audit
requirements (that are required to submit an Audit Exemption Notice as
described above) must submit to the Department a Financial Statement
Audit prepared in accordance with generally accepted auditing
standards if the audit includes disclosures that may negatively impact
the Department funded programs including but not limited to fraud,
going concern uncertainties, financial statement misstatements and
violations of the Agreement requirements. If submitting a Financial
Statement Audit, Grantees must also submit a corrective action plan for
any audit findings that impact the Department funded programs.
3.Due Date and Where to Send
The required audit and any other required submissions (i.e., corrective
action plan, and management letter with a corrective action plan),
and/or Audit Exemption Notice must be submitted to the Department
within the earlier of 30 calendar days after receipt of the auditor’s
report(s) or nine months after the end of the Grantee’s fiscal year by e-
mail to MDHHS-AuditReports@michigan.gov. Single Audit reports
must be submitted simultaneously to the Department and Federal
Audit Clearinghouse, in accordance with 2 CFR 200.512(a). The
required submissions must be assembled in PDF files and compatible
with Adobe Acrobat (read only). The subject line must state the
agency name and fiscal year end. The Department reserves the right
to request a hard copy of the audit materials if for any reason the
electronic submission process is not successful.
4.Penalty
a.Delinquent Single Audit or Financial Related Audit
If the Grantee does not submit the required Single Audit or
Financial Related Audit, including any management letter and
applicable corrective action plan(s) within nine months after the
end of the Grantee’s fiscal year, the Department may withhold
from any payment from the Department to the Grantee an
amount equal to five percent of the audit year’s grant funding
(not to exceed $200,000) until the required filing is received by
the Department. The Department may retain the amount
withheld if the Grantee is more than 120 days delinquent in
meeting the filing requirements. The Department may terminate
any current grant agreements if the Grantee is more than 180
days delinquent in meeting the filing requirements.
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b.Delinquent Audit Exemption Notice
Failure to submit the Audit Exemption Notice, when required,
may result in withholding from any payment from Department to
the Grantee an amount equal to one percent of the audit year’s
grant funding until the Audit Exemption Notice is received.
5.Other Audits
The Department or federal agencies may also conduct or arrange for
agreed upon procedures or additional audits to meet their needs.
H.Subrecipient Monitoring
1.When passing federal funds through to a subrecipient (if the Agreement
does not prohibit the passing of federal funds through to a subrecipient),
the Grantee must:
a.Ensure that every subaward is clearly identified to the
subrecipient as a subaward and includes the information
required by 2 CFR 200.332.
b.Ensure the subrecipient complies with all the requirements of
this Agreement.
c.Evaluate each subrecipient’s risk for noncompliance as required
by 2 CFR 200.332(b).
d.Monitor the activities of the subrecipient as necessary to ensure
that the subaward is used for authorized purposes, in
compliance with federal statutes, regulations and the terms and
conditions of the subawards; that subaward performance goals
are achieved; and that all monitoring requirements of 2 CFR
200.332(d) are met including reviewing financial and
programmatic reports, following up on corrective actions and
issuing management decisions for audit findings.
e.Verify that every subrecipient is audited as required by 2 CFR
200 Subpart F.
2.Develop a subrecipient monitoring plan that addresses the above
requirements and provides reasonable assurance that the subrecipient
administers federal awards in compliance with laws, regulations and the
provisions of this Agreement, and that performance goals are achieved.
The subrecipient monitoring plan should include a risk-based
assessment to determine the level of oversight and monitoring activities,
such as reviewing financial and performance reports, performing site
visits and maintaining regular contact with subrecipients.
3.Establish requirements to ensure compliance for for-profit subrecipients
as required by 2 CFR 200.501(h), as applicable.
4.Ensure that transactions with subrecipients/contractors comply with
laws, regulations and provisions of contracts or grant agreements.
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I.Notification of Modifications
Provide timely notification to the Department, in writing, of any action by its
governing board or any other funding source that would require or result in
significant modification in the provision of activities, funding or compliance with
operational procedures.
J.Software Compliance
Ensure software compliance and compatibility with the Department’s data
systems for activities 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 must be provided in an
accurate and timely manner without interruption, failure or errors due to the
inaccuracy of the Grantee’s business operations for processing data. All
information systems, electronic or hard copy, that contain state or federal data
must be protected from unauthorized access.
K.Human Subjects
Comply with Federal Policy for the Protection of Human Subjects, 45 CFR 46.
The Grantee agrees that prior to the initiation of the research, the Grantee will
submit Institutional Review Board (IRB) application material for all research
involving human subjects, which is conducted in programs sponsored by the
Department or in programs which receive funding from or through the state of
Michigan, to the Department’s IRB for review and approval, or the IRB
application and approval materials for acceptance of the review of another
IRB. All such research must be approved by a federally assured IRB, but the
Department’s IRB can only accept the review and approval of another
institution’s IRB under a formally approved interdepartmental agreement. The
manner of the review will be agreed upon between the Department’s IRB
Chairperson and the Grantee’s authorized official.
L.Mandatory Disclosures
1.Disclose to the Department in writing within 14 days of receiving notice
of any litigation, investigation, arbitration or other proceeding
(collectively, “Proceeding”) involving Grantee, a subcontractor or an
officer or director of Grantee or subcontractor 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:
A claim that might reasonably be expected to1.
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adversely affect Grantee’s viability or financial stability;
or
A governmental or public entity’s claim or written
allegation of fraud; or
2.
Any complaint filed in a legal or administrative
proceeding alleging the Grantee or its subcontractors
discriminated against its employees, subcontractors,
vendors, or suppliers during the term of this
Agreement; or
3.
f.A Proceeding involving any license that Grantee is required to
possess in order to perform under this Agreement.
2.Notify the Department, at least 90 calendar days before the effective
date, of a change in Grantee’s ownership or executive management.
M.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 day of the month
following the end of the quarter and a final report no later than 15 days
following the end of this Agreement.
N.Conflict of Interest and Code of Conduct Standards
1.Be subject to the provisions of 1968 PA 317, as amended, 1973 PA
196, as amended, and 2 CFR 200.318 (c)(1) and (2).
2. Uphold high ethical standards and be prohibited from the following:
a.Holding or acquiring an interest that would conflict with this
Agreement;
b.Doing anything that creates an appearance of impropriety with
respect to the award or performance of this Agreement;
c.Attempting to influence or appearing to influence any state
employee by the direct or indirect offer of anything of value; or
d.Paying or agreeing to pay any person, other than employees
and consultants working for Grantee, any consideration
contingent upon the award of this Agreement.
3.Immediately notify the Department of any violation or potential violation
of these standards. This Section applies to Grantee, any parent,
affiliate, or subsidiary organization of Grantee, and any subcontractor
that performs activities in connection with this Agreement.
O.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 Grantee has a documented policy related to travel
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reimbursement for employees and if the Grantee follows that
documented policy, the Department will reimburse the Grantee
for travel costs at the Grantee’s documented reimbursement
rate for employees. Otherwise, the state of Michigan travel
reimbursement rate applies.
b.Federally funded Grantees 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.
P.Federal Funding Accountability and Transparency Act (FFATA)
1.Complete and upload the FFATA Executive Compensation report to the
EGrAMS agency profile if:
a.The Grantee’s federal revenue was 80% or more of the
Grantee’s annual gross revenue; AND
b.Grantee’s gross revenue from federal awards was $25,000,000
or more; AND
c.The public does not have access to the information about
executive officers’ compensation through periodic reports filed
under Section 13(a) or 15(d) of the Securities Exchange Act of
1934 or Section 6104 of the Internal Revenue Code of 1986.
2.The FFATA Executive Compensation report template can be found in
EGrAMS documents.
Q.Insurance Requirements
1.Maintain at least a minimum of the insurances or governmental self-
insurances listed below and be responsible for all deductibles. All
required insurance or self-insurance must:
a.Protect the state of Michigan from claims that may arise out of,
are alleged to arise out of, or result from Grantee’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
a.Commercial General Liability Insurance or Governmental Self-
Insurance: Except for Governmental Self-Insurance, policies
must be endorsed to add “the state of Michigan, its
departments, divisions, agencies, offices, commissions,
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officers, employees, and agents” as additional insureds using
endorsement CG 20 10 11 85, or both CG 20 10 12 19 and CG
20 37 12 19.
If the Grantee will interact with children, schools, or the
cognitively impaired, the Grantee must maintain appropriate
insurance coverage related to sexual abuse and molestation
liability.
b.Workers’ Compensation Insurance or Governmental Self-
Insurance: Coverage according to applicable laws governing
work activities. Policies must include waiver of subrogation,
except where waiver is prohibited by law.
c. Employers Liability Insurance or Governmental Self-Insurance.
d.Privacy and Security Liability (Cyber Liability) Insurance: cover
information security and privacy liability, privacy notification
costs, regulatory defense and penalties, and website media
content liability.
3.Require that subcontractors maintain the required insurances contained
in this Section.
4.This Section is not intended to and is not to be construed in any manner
as waiving, restricting or limiting the liability of the Grantee from any
obligations under this Agreement.
5. Each Party must promptly notify the other Party of any knowledge
regarding an occurrence which the notifying Party reasonably believes
may result in a claim against either Party. The Parties must cooperate
with each other regarding such claim.
R.Fiscal Questionnaire
1. Complete and upload the yearly fiscal questionnaire to the EGrAMS
agency profile within three months of the start of the Agreement.
2. The fiscal questionnaire template can be found in EGrAMS documents.
S.Criminal Background Check
1.Conduct or cause to be conducted a search that reveals information
similar or substantially similar to information found on 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.
a.ICHAT: http://apps.michigan.gov/ichat
b.Michigan Public Sex Offender Registry:
http://www.mipsor.state.mi.us
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c.National Sex Offender Registry: http://www.nsopw.gov
2 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.
a.Central Registry: https://www.michigan.gov/mdhhs/0,5885,7-
339-73971_7119_50648_48330-180331--,00.html
3.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 Grantee 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.
4.Determine whether to 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 the results of a positive ICHAT response or
reported criminal felony conviction or perpetrator identification.
5.Determine whether to prohibit any employee, subcontractor,
subcontractor employee or volunteer from performing work directly with
children under this Agreement, based on the results of a positive CR
response or reported perpetrator identification.
6.Require any employee, subcontractor, subcontractor employee or
volunteer who may have access to any databases of information
maintained by the federal government that contain confidential or
personal information, including but not limited to federal tax information,
to have a fingerprint background check performed by the Michigan State
Police.
II.Responsibilities - Department
The Department in accordance with the general purposes and objectives of this
Agreement will:
A.Reimbursement
Provide reimbursement in accordance with the terms and conditions of this
Agreement based upon appropriate reports, records and documentation
maintained by the Grantee.
B.Report Forms
Provide any report forms and reporting formats required by the Department at
the start date of this Agreement and provide to the Grantee any new report
forms and reporting formats proposed for issuance thereafter at least 30 days
prior to their required usage in order to afford the Grantee an opportunity to
review.
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III.Assurances
The following assurances are hereby given to the Department:
A.Compliance with Applicable Laws
The Grantee will comply with applicable federal and state laws, guidelines,
rules and regulations in carrying out the terms of this Agreement. The Grantee
will also comply with all applicable general administrative requirements, such
as 2 CFR 200, covering cost principles, grant/agreement principles and audits,
in carrying out the terms of this Agreement. The Grantee will comply with all
applicable requirements in the original grant awarded to the Department if the
Grantee is a subgrantee. The Department may determine that the Grantee has
not complied with applicable federal or state laws, guidelines, rules and
regulations in carrying out the terms of this Agreement and may then terminate
this Agreement under Part 2, Section V.
B.Anti-Lobbying Act
The Grantee will comply with the Anti-Lobbying Act (31 U.S.C. 1352) as
revised by the Lobbying Disclosure Act of 1995 (2 U.S.C. 1601 et seq.),
Federal Acquisition Regulations 52.203.11 and 52.203.12, and Section 503 of
the Departments of Labor, Health & Human Services, and Education, and
Related Agencies section of the current fiscal year Omnibus Consolidated
Appropriations Act. Further, the Grantee must 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 must certify and disclose
accordingly.
C.Non-Discrimination
1.The Grantee must comply with the Department’s non-discrimination
statement: The Michigan Department of Health and Human Services
does not discriminate against any individual or group on the basis of
race, national origin, color, sex, disability, religion, age, height, weight,
familial status, partisan considerations, or genetic information. Sex-
based discrimination includes, but is not limited to, discrimination based
on sexual orientation, gender identity, gender expression, sex
characteristics, and pregnancy. The Grantee further agrees that every
subcontract entered into for the performance of any contract or
purchase order resulting therefrom, will contain a provision requiring
non-discrimination in employment, activity delivery and access, as
herein specified, binding upon each subcontractor. This covenant is
required pursuant to the Elliot-Larsen Civil Rights Act (1976 PA 453, as
amended; MCL 37.2101 et seq.) and the Persons with Disabilities Civil
Rights Act (1976 PA 220, as amended; MCL 37.1101 et seq.), and any
breach thereof may be regarded as a material breach of this
Agreement.
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2.The Grantee will comply with all federal and state statutes relating to
nondiscrimination. These include but are not limited to:
a.Title VI of the Civil Rights Act of 1964 (P.L. 88-352) which
prohibits discrimination based on race, color or national origin;
b.Title IX of the Education Amendments of 1972, as amended (20
U.S.C. 1681-1683, 1685-1686), which prohibits discrimination
based on sex;
c.Section 504 of the Rehabilitation Act of 1973, as amended (29
U.S.C. 794), which prohibits discrimination based on
disabilities;
d.The Age Discrimination Act of 1975, as amended (42 U.S.C.
6101-6107), which prohibits discrimination based on age;
e.The Drug Abuse Office and Treatment Act of 1972 (P.L. 92-
255), as amended, relating to nondiscrimination based on drug
abuse;
f.The Comprehensive Alcohol Abuse and Alcoholism Prevention,
Treatment, and Rehabilitation Act of 1970 (P.L. 91-616) as
amended, relating to nondiscrimination based on alcohol abuse
or alcoholism;
g.Sections 523 and 527 of the Public Health Service Act of 1944
(42 U.S.C. 290 dd-2), as amended, relating to confidentiality of
alcohol and drug abuse patient records;
h.Any other nondiscrimination provisions in the specific statute(s)
under which application for federal assistance is being made;
and,
i.The requirements of any other nondiscrimination statute(s)
which may apply to the application.
3.Additionally, assurance is given to the Department that proactive efforts
will be made to identify and encourage the participation of minority-
owned and women-owned businesses, and businesses owned by
persons with disabilities in contract solicitations. The Grantee must
include language in all contracts awarded under this Agreement which
(1) prohibits discrimination against minority-owned and women-owned
businesses and businesses owned by persons with disabilities in
subcontracting; and (2) makes discrimination a material breach of
contract.
D.Debarment and Suspension
The Grantee will comply with federal regulation 2 CFR 180 and certifies to the
best of its knowledge and belief that it, its employees and its subcontractors:
1.Are not presently debarred, suspended, proposed for debarment,
declared ineligible, or voluntarily excluded from covered transactions by
any federal department or contractor;
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2.Have not within a five-year period preceding this Agreement been
convicted of or had a civil judgment rendered against them for
commission of fraud or a criminal offense in connection with obtaining,
attempting to obtain, or performing a public (federal, state, or local) or
private transaction or contract under a public transaction; violation of
federal or state antitrust statutes or commission of embezzlement, theft,
forgery, bribery, falsification or destruction of records, making false
statements, tax evasion, receiving stolen property, making false claims,
or obstruction of justice;
3.Are not presently indicted or otherwise criminally or civilly charged by a
government entity (federal, state or local) with commission of any of the
offenses enumerated in section 2;
4.Have not within a five-year period preceding this Agreement had one or
more public transactions (federal, state or local) terminated for cause or
default; and
5.Have not committed an act of so serious or compelling a nature that it
affects the Grantee’s present responsibilities.
E.Pro-Children Act
1.The Grantee will comply with the Pro-Children Act of 1994 (P.L. 103-
227; 20 U.S.C. 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 activities, education or library
activities to children under the age of 18, if the activities 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 activities that are provided in indoor facilities that are
constructed, operated, or maintained with such federal funds. The law
does not apply to children’s activities provided in private residences;
portions of facilities used for inpatient drug or alcohol treatment; activity
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 Grantee also assures that this
language will be included in any subawards which contain provisions for
children’s activities.
2.The Grantee also assures, in addition to compliance with P.L. 103-227,
any activity funded in whole or in part through this Agreement will be
delivered in a smoke-free facility or environment. Smoking must not be
permitted anywhere in the facility, or those parts of the facility under the
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control of the Grantee. If activities are delivered in facilities or areas that
are not under the control of the Grantee (e.g., a mall, restaurant or
private work site), the activities must be smoke-free.
F.Hatch Act and Intergovernmental Personnel Act
The Grantee will comply with the Hatch Act (5 U.S.C. 1501-1508, 5 U.S.C.
7321-7326), and the Intergovernmental Personnel Act of 1970 (P.L. 91-648)
as amended by Title VI of the Civil Service Reform Act of 1978 (P.L. 95-454).
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.
G.Employee Whistleblower Protections
The Grantee will comply with 41 U.S.C. 4712 and must insert this clause in all
subcontracts.
H.Clean Air Act and Federal Water Pollution Control Act
The Grantee will comply with the Clean Air Act (42 U.S.C. 7401-7671(q)) and
the Federal Water Pollution Control Act (33 U.S.C. 1251-1388), as amended.
This Agreement and anyone working on this Agreement will be subject to the
Clean Air Act and Federal Water Pollution Control Act and must comply with
all applicable standards, orders or regulations issued pursuant to these Acts.
Violations must be reported to the Department.
I.Victims of Trafficking and Violence Protection Act
The Grantee will comply with the Victims of Trafficking and Violence Protection
Act of 2000 (P.L. 106-386), as amended.
This Agreement and anyone working on this Agreement will be subject to P.L.
106-386 and must comply with all applicable standards, orders or regulations
issued pursuant to this Act. Violations must be reported to the Department.
J.Procurement of Recovered Materials
The Grantee will comply with section 6002 of the Solid Waste Disposal Act of
1965 (P.L. 89-272), as amended.
This Agreement and anyone working on this Agreement will be subject to
section 6002 of P.L. 89-272, as amended, and must comply with all applicable
standards, orders or regulations issued pursuant to this Act. Violations must be
reported to the Department.
K.Subcontracts
For any subcontracted activity or product, the Grantee will ensure:
1.That a written subcontract is executed by all affected parties prior to the
initiation of any new subcontract activity or delivery of any
subcontracted product. Exceptions to this policy may be granted by the
Department if the Grantee asks the Department in writing within 30 days
of execution of the Agreement.
2.That any executed subcontract to this Agreement must require the
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subcontractor 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 will
prevail.
A conflict between this Agreement and a subcontract, however, will not
be deemed to exist where the subcontract:
a.Contains additional non-conflicting provisions not set forth in
this Agreement;
b.Restates provisions of this Agreement to afford the Grantee the
same or substantially the same rights and privileges as the
Department; or
c.Requires the subcontractor to perform duties and/or activities in
less time than that afforded the Grantee in this Agreement.
3.That the subcontract does not affect the Grantee’s accountability to the
Department for the subcontracted activity.
4.That any billing or request for reimbursement for subcontract costs is
supported by a valid subcontract and adequate source documentation
on costs and activities.
5.That the Grantee will submit a copy of the executed subcontract if
requested by the Department.
L.Procurement
1.Grantee will ensure that all purchase transactions, whether negotiated
or advertised, are conducted openly and competitively in accordance
with the principles and requirements of 2 CFR 200.
2.Funding from this Agreement must not be used for the purchase of
foreign goods or services.
3.Preference must be given to goods and services manufactured or
provided by Michigan businesses, if they are competitively priced and of
comparable quality.
4.Preference must be given to goods and services that are manufactured
or provided by Michigan businesses owned and operated by veterans, if
they are competitively priced and of comparable quality.
5.Records must be sufficient to document the significant history of all
purchases and must be maintained for a minimum of four years after the
end of the Agreement period.
M.Health Insurance Portability and Accountability Act
To the extent that the Health Insurance Portability and Accountability Act
(HIPAA) is applicable to the Grantee under this Agreement, the Grantee
assures that it is in compliance with requirements of HIPAA including the
following:
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1.The Grantee 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 Agreement.
2.The Grantee will ensure that any subcontractor will have the same
obligations as the Grantee 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 Grantee must only use the protected health data and information
for the purposes of this Agreement.
4.The Grantee 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 Grantee’s employees.
5.The Grantee 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 Grantee becomes aware. The Grantee 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 assurances and the Grantee must
provide the same to the Department.
6.Failure to comply with any of these contractual requirements may result
in the termination of this Agreement in accordance with Part 2, Section
V.
7.In accordance with HIPAA requirements, the Grantee 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 Grantee
from the Department or any other source.
8.The Grantee will enter into a business associate agreement should the
Department determine such an agreement is required under HIPAA.
N.Website Incorporation
The Department is not bound by any content on Grantee’s website or other
internet communication platforms or technologies, unless expressly
incorporated directly into this Agreement. The Department is not bound by any
end user license agreement or terms of use unless specifically incorporated in
this Agreement or any other agreement signed by the Department. The
Grantee must not refer to the Department on the Grantee’s website or other
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internet communication platforms or technologies without the prior written
approval of the Department.
O.Survival
The provisions of this Agreement that impose continuing obligations will
survive the expiration or termination of this Agreement.
P.State Data
1.Ownership. The Department’s data (“State Data,” which will be treated
by Grantee as Confidential Information) includes: (a) the Department’s
data, user data, and any other data collected, used, processed, stored,
or generated as the result of this Agreement; (b) personally identifiable
information (“PII“) collected, used, processed, stored, or generated as
the result of this Agreement, including, without limitation, any
information that identifies an individual, such as an individual’s social
security number or other government-issued identification number,
date of birth, address, telephone number, biometric data, mother’s
maiden name, email address, credit card information, or an individual’s
name in combination with any other of the elements here listed; and,
(c) protected health information (“PHI”) collected, used, processed,
stored, or generated as the result of this Agreement, 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 Department and all right, title, and
interest in the same is reserved by the Department.
2.Grantee Use of State Data. Grantee is provided a limited license to
State Data for the sole and exclusive purpose of providing the activities
outlined in the Agreement’s Statement of Work, including a license to
collect, process, store, generate, and display State Data only to the
extent necessary in the provision of the Agreement’s Statement of
Work. Grantee 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 Agreement 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 activities described in the Statement of Work, such use
and disclosure being in accordance with this Agreement, any
applicable Statement of Work, and applicable law; (c) keep and
maintain State Data in the continental United States and (d) not use,
sell, rent, transfer, distribute, commercially exploit, or otherwise
disclose or make available State Data for Grantee’s own purposes or
for the benefit of anyone other than the Department without the
Department’s prior written consent. Grantee's misuse of State Data
may violate state or federal laws, including but not limited to MCL
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752.795.
3.Extraction of State Data. Grantee must, within five business days of
the Department’s request, provide the Department, without charge and
without any conditions or contingencies whatsoever (including but not
limited to the payment of any fees due to Grantee), an extract of the
State Data in the format specified by the Department.
4.Backup and Recovery of State Data. Grantee is responsible for
maintaining a backup of State Data and for an orderly and timely
recovery of such data. Grantee must maintain a contemporaneous
backup of State Data that can be recovered within two hours at any
point in time.
5.Loss or Compromise of Data. In the event of any act, error or omission,
negligence, misconduct, or breach on the part of Grantee 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 Grantee
that relate to the protection of the security, confidentiality, or integrity of
State Data, Grantee must, as applicable: (a) notify the Department as
soon as practicable but no later than 24 hours of becoming aware of
such occurrence; (b) cooperate with the Department 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 Department; (c) in the
case of PII or PHI, at the Department’s sole election, (i) with approval
and assistance from the Department, notify the affected individuals
who comprise the PII or PHI as soon as practicable but no later than is
required to comply with applicable law, or, in the absence of any legally
required notification period, within five calendar days of the
occurrence; or (ii) reimburse the Department for any costs in notifying
the affected individuals; (d) in the case of PII, provide third-party credit
and identity monitoring services to each of the affected individuals who
comprise the PII for the period required to comply with applicable law,
or, in the absence of any legally required monitoring services, for no
less than 24 months following the date of notification to such
individuals; (e) perform or take any other actions required to comply
with applicable law as a result of the occurrence; (f) pay for any costs
associated with the occurrence, including but not limited to any costs
incurred by the Department in investigating and resolving the
occurrence, including reasonable attorney’s fees associated with such
investigation and resolution; (g) without limiting Grantee’s obligations
of indemnification as further described in this Agreement, indemnify,
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defend, and hold harmless the Department 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 Department in connection with the occurrence; (h) be
responsible for recreating lost State Data in the manner and on the
schedule set by the Department without charge to the Department;
and, (i) provide to the Department a detailed plan within 10 calendar
days of the occurrence describing the measures Grantee 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
Grantee’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
Grantee 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
Grantee. The Department 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 Department in writing
prior to its dissemination. The parties agree that any damages relating
to a breach of this section are to be considered direct damages and
not consequential damages.
6.Surrender of Confidential Information upon Termination. Upon
termination or expiration of this Contract or a Statement of Work, in
whole or in part, each party must, within 5 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. Upon confirmation from the State, of
receipt of all data, Grantee must permanently sanitize or destroy the
State’s Confidential Information, including State Data, from all media
including backups using National Security Agency (“NSA”) and/or
National Institute of Standards and Technology (“NIST”) (NIST Guide
for Media Sanitization 800-88) data sanitization methods or as
otherwise instructed by the State. If the State determines that the
return of any Confidential Information is not feasible or necessary,
Grantee must destroy the Confidential Information as specified above.
The Grantee must certify the destruction of Confidential Information
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(including State Data) in writing within 5 Business Days from the date
of confirmation from the State. Any requirement on the Grantee’s part
to retain data beyond the end of this contract must be authorized by
the State
Q.Non-Disclosure of Confidential Information
1.The Grantee agrees that it will use confidential information solely for the
purpose of this Agreement. The Grantee agrees to hold all confidential
information in strict confidence and not to copy, reproduce, sell, transfer
or otherwise dispose of, give or disclose such confidential information to
third parties other than employees, agents, or subcontractors of a party
who have a need to know in connection with this Agreement or to use
such confidential information for any purpose whatsoever other than the
performance of this Agreement. The Grantee must take all reasonable
precautions to safeguard the confidential information. These
precautions must be at least as great as the precautions the Grantee
takes to protect its own confidential or proprietary information.
2.Meaning of Confidential Information
For the purpose of this Agreement the term “confidential information”
means all information and documentation 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;
c.Should reasonably be recognized as confidential information of
the disclosing party;
d. Is unpublished or not available to the general public; or
e. Is designated by law as confidential.
3.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
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e.Publicly available when received or thereafter became publicly
available (other than through an unauthorized disclosure by,
through or on behalf of, the receiving party).
4.The Grantee must notify the Department within one business day after
discovering any unauthorized use or disclosure of confidential
information. The Grantee will cooperate with the Department in every
way possible to regain possession of the confidential information and
prevent further unauthorized use or disclosure.
R.Data Privacy and Information Security
1.Undertaking by Grantee. Without limiting Grantee’s obligation of
confidentiality as further described, Grantee 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 Grantee, if any, comply
with all of the foregoing. In no case will the safeguards of Grantee’s
data privacy and information security program be less stringent than
the safeguards used by the Department, and Grantee must at all times
comply with all applicable State policies and standards, which are
available to Grantee upon request.
2.Audit by Grantee. No less than annually, Grantee must conduct a
comprehensive independent third-party audit of its data privacy and
information security program and provide such audit findings to the
Department.
3.Right of Audit by the State. Without limiting any other audit rights of the
Department, the Department has the right to review Grantee’s data
privacy and information security program prior to the commencement
of the Agreement’s Statement of Work and from time to time during the
term of this Agreement. During the providing of the Agreement’s
Statement of Work, on an ongoing basis from time to time and without
notice, the Department, at its own expense, is entitled to perform, or to
have performed, an on-site audit of Grantee’s data privacy and
information security program. In lieu of an on-site audit, upon request
by the Department, Grantee agrees to complete, within 45 calendar
days of receipt, an audit questionnaire provided by the Department
regarding Grantee’s data privacy and information security program.
4.Audit Findings. Grantee must implement any required safeguards as
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identified by the Department or by any audit of Grantee’s data privacy
and information security program.
S.Cap on Salaries
None of the funds awarded to the Grantee through this Agreement will 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.
IV.Financial Requirements
A.Operating Advance
An operating advance may be requested by the Grantee to assist with
program operations. The request should be addressed to the Contract
Manager identified in Part 1, Section VIII. 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 Agreement, 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
Agreement amount.
2.The operating advance must be recorded as an account payable liability
to the Department in the Grantee’s financial records. The operating
advance payable liability must remain in the Grantee’s financial records
until fully recovered by the Department.
3.The reimbursement for actual expenditures by the Department should
be used by the Grantee 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 Agreement unless the Grantee has a
recurring agreement with the Department. Subsequent Department
agreements 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
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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 Grantee to examine the Department’s
associated records.
d.An opportunity for the Grantee 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.Grantee representation by an attorney and presentation of
witnesses if necessary.
5.If the Grantee has a recurring agreement with the Department, the
Department requires an annual confirmation of the outstanding
operating advance. At the end of either the Agreement period or
Department’s fiscal year, whichever is first, the Grantee 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 Grantee will be paid for allowable expenditures incurred by the Grantee,
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
The Grantee must electronically prepare and submit FSRs to the Department
via the EGrAMS 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 agreement amount. Failure to meet
financial reporting responsibilities as identified in this Agreement may result in
withholding future payments.
The Grantee representative 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 Agreement. 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
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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 EGrAMS
website http://egrams-mi.com/mdhhs. Send FSR questions to
FSRMDHHS@michigan.gov.
D.Reimbursement Mechanism
All Grantees 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
1.Obligation Report
The Obligation Report, based on annual guidelines, must be submitted
by the due date established by and using the format provided by the
Department’s Expenditures Operations Division. The Grantee must
provide an estimate of unbilled expenditures for the entire Agreement
period. The information on the report will be used to record the
Department’s year-end accounts payable and receivable for this
Agreement.
2.Department-wide Payment Suspension
A temporary payment suspension is in effect on agreements during the
Department’s year-end closing period. The Department will notify the
Grantee of the date by which FSRs should be submitted to ensure
payment prior to the payment suspension period.
3.Final FSRs
Final FSRs are due 30 days following the end of the Agreement 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 a potential reduction in a
subsequent year's Agreement amount.
F.Unobligated Funds
Any unobligated balance of funds held by the Grantee at the end of the
Agreement period will be returned to the Department within 30 days of the end
of the Agreement or treated in accordance with instructions provided by the
Department.
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G.Indirect Costs
The Grantee may use an approved federal or state indirect rate in their budget
calculations and financial status reporting. If the Grantee does not have an
existing approved federal or state indirect rate, they may use a 10% de
minimis rate in accordance with 2 CFR 200 to recover their indirect costs.
Governmental Grantees with an existing cost allocation plan may budget
accordingly in lieu of an indirect cost rate. Non-governmental Grantees may
use a cost allocation plan only if the plan was in place prior to December 26,
2014.
V.Agreement Termination
This Agreement may be terminated without further liability or penalty to the
Department for any of the following reasons:
A.By either party by giving 30 days written notice to the other party stating the
reasons for termination and the effective date.
B.By either party with 30 days written notice upon the failure of either party to
carry out the terms and conditions of this Agreement, provided the alleged
defaulting party is given notice of the alleged breach and fails to cure the
default within the 30-day period.
C.Immediately if the Grantee or an official of the Grantee or an owner is
convicted of any activity referenced in Part 2 Section III. D. of this Agreement
during the term of this Agreement or any extension thereof.
D. Immediately if the Department determines that Grantee fails or has failed to
meet its obligations under Part 2 Section III.
VI.Stop Work Order
The Department may suspend any or all activities under this Agreement at any time.
The Department will provide the Grantee with a written stop work order detailing the
suspension. Grantee must comply with the stop work order upon receipt. The
Department will not pay for activities, Grantee’s incurred expenses or financial losses,
or any additional compensation during a stop work period.
VII.Final Reporting Upon Termination
Should this Agreement be terminated by either party, within 30 days after the
termination, the Grantee must provide the Department with all financial, performance
and other reports required as a condition of this Agreement. The Department will
make payments to the Grantee for allowable reimbursable costs not covered by
previous payments or other state or federal programs. The Grantee must immediately
refund to the Department any funds not authorized for use and any payments or funds
advanced to the Grantee in excess of allowable reimbursable expenditures.
VIII.Severability
If any part of this Agreement is held invalid or unenforceable by any court of
competent jurisdiction, that part will be deemed deleted from this Agreement and the
severed part will be replaced by agreed upon language that achieves the same or
similar objectives. The remaining parts of the Agreement will continue in full force and
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EXHIBIT I
effect.
IX.Waiver
Failure by the Department to enforce any provision of this Agreement will not
constitute a waiver of the Department’s right to enforce any other provision of this
Agreement.
X.Amendments
Any changes to this Agreement will be valid only if made in writing and executed by all
parties through an amendment to this Agreement. Any change proposed by the
Grantee which would affect the Department funding of any project must be submitted
in writing to the Department immediately upon determining the need for such change.
The Department has sole discretion to approve or deny the amendment request. The
Grantee must, upon request of the Department and receipt of a proposed amendment,
amend this Agreement.
XI.Liability
The Grantee assumes all liability to third parties, loss, or damage because of claims,
demands, costs, or judgments arising out of activities, such as but not limited to direct
activity delivery, to be carried out by the Grantee in the performance of this
Agreement, under the following conditions:
A. The liability, loss, or damage is caused by, or arises out of, the actions of or
failure to act on the part of the Grantee, any of its subcontractors, or anyone
directly or indirectly employed by the Grantee.
B. Nothing herein will be construed as a waiver of any governmental immunity
that has been provided to the Grantee or its employees by statute or court
decisions.
The Department is not liable for consequential, incidental, indirect or special damages,
regardless of the nature of the action.
XII.State of Michigan Agreement
This Agreement 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
Agreement are governed by Michigan law, excluding choice-of-law principles. Any
dispute arising from this Agreement must be resolved in the Michigan Court of Claims.
Complaints against the State must be initiated in Ingham County, Michigan. Grantee
waives any objections, such as lack of personal jurisdiction or forum non conveniens.
Grantee must appoint an agent in Michigan to receive service of process.
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EXHIBIT I
3 Attachment A2 - Oakland County Addendum
This addendum modifies the following sections of Part II, General Provisions:
I.Responsibilities- Grantees
J. Software Compliance
This section will be deleted in its entirety and replaced with the following
language:
The Michigan Department of Health and Human Services and the
County of Oakland will work together to identify and overcome potential
data incompatibility problems.
III.Assurances
A. Compliance with Applicable Laws.
This first sentence of this paragraph will be stricken in its entirety and
replaced with the following language:
The Grantee will comply with applicable Federal and State laws, and
lawfully enacted administrative rules or regulations, in carrying out the
terms of this agreement.
M. Health Insurance Portability and Accountability Act.
The provisions in this section shall be deleted in their entirety and
replaced with the following language:
Grantee agrees that it will comply with the Health Insurance Portability
and Accountability Act of 1996, and the lawfully enacted and applicable
Regulations promulgated thereunder.
P. State Data
The provisions in this section shall be deleted in their entirety and
replaced with the following language:
P. Grant Data
1.Grant Data. The Department’s and Grantee’s data (“Grant
Data,” which will be treated by the Parties as Confidential
Information) includes: (a) the Department’s data, user data,
and any other data collected, used, processed, stored, or
generated as the result of this Agreement; (b) personally
identifiable information (“PII“) collected, used, processed,
stored, or generated as the result of this agreement,
including, without limitation, any information that identifies
an individual, such as an individual’s social security
number or other government-issued identification number,
date of birth, address, telephone number, biometric data,
mother’s maiden name, email address, credit card
information, or an individual’s name in combination with
any other of the elements here listed; and, (c) protected
health information (“PHI”) collected, used, processed,
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EXHIBIT I
stored, or generated as the result of this Agreement, which
is defined under the Health Insurance Portability and
Accountability Act (HIPAA) and its related rules and
regulations.
2.Grantee Use of Grant Data. Grantee must: (a) keep and
maintain Grant Data, using such degree of care as is
appropriate and consistent with its obligations as further
described in this Agreement and applicable law to avoid
unauthorized access, use, disclosure, or loss; (b) use and
disclose Grant Data solely and exclusively for the purpose
of providing the activities described in the Statement of
Work, such use and disclosure being in accordance with
this Agreement, any applicable Statement of Work, and
applicable law; (c) keep and maintain Grant Data in the
continental United States and (d) not sell, rent, or
commercially exploit Grant Data. Grantee's misuse of
Grant Data may violate state or federal laws, including but
not limited to MCL 752.795.
3.Extraction of Grant Data. Grantee must, within a
reasonable timeframe of the Department’s request, provide
the Department, an extract of the Grant Data in the format
agreed upon by the Department and Grantee.
4.Backup and Recovery of Grant Data. Grantee is
responsible for maintaining a backup of Grant Data and for
an orderly and timely recovery of such data.
5 Loss or Compromise of Data. In the event of any act, error
or omission, negligence, misconduct, or breach on the part
of Grantee that compromises or is suspected to
compromise the security, confidentiality, or integrity of
Grant Data or the physical, technical, administrative, or
organizational safeguards put in place by Grantee that
relate to the protection of the security, confidentiality, or
integrity of Grant Data, Grantee must work with the
Department to comply with all applicable laws regarding
such an incident.
6.Surrender of Confidential Information upon Termination.
Upon termination or expiration of this Contract or a
Statement of Work, in whole or in part, each party must
upon request, within a reasonable timeframe 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,
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EXHIBIT I
which are in such party’s possession, custody, or control.
Upon confirmation from the State, of receipt of all data,
Grantee must permanently sanitize or destroy the State’s
Confidential Information, including Grant Data, from all
media including
backups using National Security Agency (“NSA”) and/or
National Institute of Standards and Technology (“NIST”)
(NIST Guide for Media Sanitization 800-88) data
sanitization methods or as otherwise instructed by the
State. If the State
determines that the return of any Confidential Information
is not feasible or necessary, Grantee must destroy the
Confidential Information as specified above. The Grantee
must certify the destruction of Confidential Information
(including Grant Data) in writing within 5 Business Days
from the date of confirmation from the State. Any
requirement on the Grantee’s part to retain data beyond
the end of this contract must be authorized by the State.
Notwithstanding the language herein, the Grantee shall
retain any Confidential Information that it is required to
retain by law.
R. Data Privacy and Information Security
The provisions in this section shall be deleted in their entirety and
replaced with the following language:
1. Undertaking by Grantee. Without limiting Grantee’s
obligation of confidentiality as further described, Grantee 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
Grant Data; (b) protect against any anticipated threats or
hazards to the security or integrity of the Grant Data; (c)
protect against unauthorized disclosure, access to, or use of the
Grant Data; (d) ensure the proper disposal of Grant Data; and
(e) ensure that all employees, agents, and subcontractors of
Grantee, if any, comply with all of the
foregoing.
2.Right of Audit by the State. Without limiting any other audit
rights of the Department, the Department has the right to review
Grantee’s data privacy and information security program prior to
the commencement of the Agreement’s Statement of Work and
from time to time during the term of this Agreement. During the
providing of the Agreement’s Statement of Work, on an ongoing
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EXHIBIT I
basis from time to time and without notice, the Department, at
its own expense, is
entitled to perform, or to have performed, an on-site audit of
Grantee’s data privacy and information security program. In lieu
of an on-site audit, upon request by the Department, Grantee
agrees to complete, within 45 calendar days of
receipt, an audit questionnaire provided by the Department
regarding Grantee’s data privacy and information security
program.
3.Audit Findings. Grantee must implement any reasonable
safeguards as identified by the Department or by any audit of
Grantee’s data privacy and information security program.
IX.Liability
The first paragraph, including subsections A. and B. shall be deleted
and replaced with the following language:
Except as otherwise provided by law neither Party shall be obligated to
the other, or indemnify the other for any third-party claims, demands,
costs, or judgments arising out of activities to be carried out pursuant to
the obligations of either party under this Contract, nothing herein shall
be construed as a waiver of any governmental immunity for either party
or its agencies, or officers and employees as provided by statute or
modified by court decisions.
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EXHIBIT I
A Attachment A - Statement of Work
Objective :Subrecipient Agreement issuance
Activity :Work with Oakland County Corporation Counsel to draft subrecipient
agreements for Honor Community Health and Oakland Community
Health Network
Responsible Staff :Leigh-Anne Stafford
Date Range :10/01/2023 - 09/30/2024
Expected Outcome :To negotiate contract and execute the agreement once agreed upon by
all parties.
Measurement :This outcome will be measure by issuance of a fully executed
agreement once approved by Oakland County Board of
Commissioners.
Objective :Secure building location
Activity :Honor Community health will secure building location and sign lease
agreement
Responsible Staff :Leigh-Anne Stafford
Date Range :10/01/2023 - 09/30/2024
Expected Outcome :Honor Community health will secure building location and sign lease
agreement within six (6) months of signing the executed subrecipient
agreement with Oakland County.
Measurement :This outcome will be measure by receipt of the lease agreement by
agreed upon time.
Objective :Hire Personnel
Activity :All partners hire personnel required for their part of the partnership
Responsible Staff :Honor and OCHN
Date Range :02/01/2024 - 08/30/2024
Expected Outcome :Hire personal for full integrated of services
Measurement :
Objective :Create e communication Plan for the community by Summer 2024
Activity :Create a marketing plan
Responsible Staff :OCHD
Date Range :02/01/2024 - 09/30/2024
Expected Outcome :A finalized plana marketing plan executed to OC community
Measurement :
Activity :Create a social media plan for OC community
Responsible Staff :OCHD
Date Range :02/01/2024 - 09/30/2024
Expected Outcome :A finalized robust education and social media plan for OC
Measurement :
Objective :Complete minor renovations by Fall 2024.
Activity :Work with contractor to complete minor renovations. For example:
paint, minor wall repairs, ligature repairs.
Responsible Staff :Honor
Date Range :03/01/2024 - 09/15/2024
Expected Outcome :Welcoming space for OC community to receive comprehensive care.
Measurement :
Objective :Open an integrated walk-in clinic in the Fall 2024.
Activity :Develop an integrated (primary care and behavioral health) walk-in
clinic.
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EXHIBIT I
Responsible Staff :Honor, OCHN, OCHD and OLHSA
Date Range :09/02/2024 - 09/16/2024
Expected Outcome :A Clinic that is available to all OC residents that provides both primary
and behavioral health care.
Measurement :
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EXHIBIT I
B1 Attachment B1 - Program Budget Summary
PROGRAM
Pontiac Integrated Urgent Care - 2024
DATE PREPARED
3/1/2024
CONTRACTOR NAME
Oakland County Department of Health and Human Services/
Health Division
BUDGET PERIOD
From : 10/1/2023 To : 9/30/2024
MAILING ADDRESS (Number and Street)
1200 N. Telegraph Rd.
34 East
BUDGET AGREEMENT
Original Amendment
AMENDMENT #
0
CITY
Pontiac
STATE
MI
ZIP CODE
48341-1032
FEDERAL ID NUMBER
38-6004876
Category Total Amount
DIRECT EXPENSES
Program Expenses
1 Salary & Wages 0.00 0.00
2 Fringe Benefits 0.00 0.00
3 Employee Travel and Training 0.00 0.00
4 Supplies & Materials 0.00 0.00
5 Subawards – Subrecipient Services 0.00 0.00
6 Contractual - Professional Services 5,000,000.00 5,000,000.00
7 Communications 0.00 0.00
8 Grantee Rent Costs 0.00 0.00
9 Space Costs 0.00 0.00
10 Capital Expenditures - Equipment & Other 0.00 0.00
11 Client Assistance - Rent 0.00 0.00
12 Client Assistance - All Other 0.00 0.00
13 Other Expense 0.00 0.00
Total Program Expenses 5,000,000.00 5,000,000.00
TOTAL DIRECT EXPENSES 5,000,000.00 5,000,000.00
INDIRECT EXPENSES
Indirect Costs
1 Indirect Costs 0.00 0.00
2 Cost Allocation Plan 0.00 0.00
Total Indirect Costs 0.00 0.00
TOTAL INDIRECT EXPENSES 0.00 0.00
TOTAL EXPENDITURES 5,000,000.00 5,000,000.00
SOURCE OF FUNDS
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EXHIBIT I
Category Total Amount Cash Inkind
1 Source of Funds
MDHHS State Agreement 5,000,000.00 5,000,000.00 0.00 0.00
Fees and Collections - 1st and 2nd
Party
0.00 0.00 0.00 0.00
Fees and Collections - 3rd Party 0.00 0.00 0.00 0.00
Local 0.00 0.00 0.00 0.00
Non-MDHHS State Agreements 0.00 0.00 0.00 0.00
Federal 0.00 0.00 0.00 0.00
Other 0.00 0.00 0.00 0.00
In-Kind 0.00 0.00 0.00 0.00
Federal Cost Based Reimbursement 0.00 0.00 0.00 0.00
Total Source of Funds 5,000,000.00 5,000,000.00 0.00 0.00
Totals 5,000,000.00 5,000,000.00 0.00 0.00
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EXHIBIT I
B2 Attachment B2 - Program Budget - Cost Detail Schedule
Line Item Qty Rate Units UOM Total
DIRECT EXPENSES
Program Expenses
1 Salary & Wages
2 Fringe Benefits
3 Employee Travel and Training
4 Supplies & Materials
5 Subawards – Subrecipient Services
6 Contractual - Professional Services
Subcontracting Agency-Honor
Contact Details : Honor
Community Health
461 W Huron St # 107, Pontiac,
MI 48341,
Pontiac,MI,48341,
Phone : 2487247600
0.0000 0.000 0.000 3,000,000.00
Subcontracting Agency-OCHN
Contact Details : Oakland
Community Health Network
5505 Corporate Dr #2614,,
Tory,MI,48098,
Phone : 2488581210
0.0000 0.000 0.000 2,000,000.00
Total for Contractual - Professional Services 5,000,000.00
7 Communications
8 Grantee Rent Costs
9 Space Costs
10 Capital Expenditures - Equipment & Other
11 Client Assistance - Rent
12 Client Assistance - All Other
13 Other Expense
Total Program Expenses 5,000,000.00
TOTAL DIRECT EXPENSES 5,000,000.00
INDIRECT EXPENSES
Indirect Costs
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EXHIBIT I
Line Item Qty Rate Units UOM Total
1 Indirect Costs
2 Cost Allocation Plan
Total Indirect Costs 0.00
TOTAL INDIRECT EXPENSES 0.00
TOTAL EXPENDITURES 5,000,000.00
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EXHIBIT I
B3 Attachment B3 - Equipment Inventory Schedule
Attachment B3 - Equipment Inventory Schedule
C Attachment C - Performance Report Requirements
Attachment C - Performance/Progress Report Requirements
E Attachment E - Program Requirements
Attachment E - Program Specific Requirements
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EXHIBIT I
EXHIBIT II - Page 1 of 1
Final Version (5-31-24)
EXHIBIT II
SCOPE OF SERVICES & BUDGET
1. Overview. In collaboration and partnership, the County, Honor, and Oakland Community Health
Network (OCHN) will partner to offer physical and behavioral health care services at an Integrated
Urgent Care Facility, i.e., walk-in clinic, at the Premises. The clinic will provide immediate
integrated care for residents of Oakland County, regardless of insurance, who are impacted by
immediate physical and/or mental health concerns. The clinic will diagnose and provide treatment
for individuals requiring immediate medical and/or mental health attention for non-life-threatening
conditions. Individuals visiting the walk-in clinic for behavioral health needs will be assessed to
determine their appropriate level of care. Individuals who use the walk-in clinic will be treated on-
site or via telehealth services. Individuals may be referred to higher levels of care, if needed. The
walk-in clinic will provide access to services more appropriate than a hospital emergency
department for addressing non-emergent medical and behavioral health needs when an individual’s
service provider is not available.
2. Provision of Services and Premises by Honor. Honor shall provide the Services for an Integrated
Urgent Care Facility at the Premises. Services shall be defined as Primary Care Services. Honor
shall be responsible for and pay for all costs, equipment, and staff to provide the Services. Honor
shall be responsible for and pay for all costs associated with obtaining and using the Premises for
the delivery of the Services to the general public.
3. Availability of Services. The Services shall be provided at the Premises a set number of hours
and days per week and year as mutually agreed upon by the Parties.
4. Compensation and Invoicing. Upon full execution of this Agreement, the County shall pay
Honor one million dollars ($1,000,000.00) to be used for the Premises and delivery of Services
(“Initial Payment”); thereafter, during the term of the Agreement, all amounts due under this
Agreement shall be billed and paid for in the following manner (i) Honor shall invoice the County
on a quarterly basis for Services and the Premises and such invoice shall set forth a description of
the Services provided and reasonable documentation demonstrating the charges, including, where
applicable, cost allocation for all Services that Honor delivered during the preceding months, and
(ii) each such invoice shall be payable by the County within forty-five (45) days of the invoice
date. The County shall fund Honor in accordance with this Agreement and the budget agreed to
by Honor and the County’s Director of Health and Human Services. Honor shall submit costs in
accordance with the mutually agreed upon procedure. Notwithstanding any other provision in this
Agreement, the County’s total monetary obligation under this Agreement shall not exceed three
million dollars ($3,000,000.00), inclusive of the Initial Payment, unless amended as provided
herein.
5. Reports and Documentation. Honor shall provide written reports to the County’s Director of the
Department of Health and Human Services. These written reports shall be in a format and contain
information as required by the County’s Director of the Department of Health and Human Services.
6. Annual Budget. Honor shall provide the County’s Director of Health and Human Services an
annual budget for the provision of the Services and the Premises by August 31, 2024, which shall
be mutually agreed to by Honor and the County’s Director of Health and Human Services and
thereafter shall be updated annually on the anniversary of this date. The annual budget shall be in
a format and contain information as required by the County’s Director of Health and Human
Services.
EXHIBIT III - Page 1 of 3
Final Version (5-31-24)
EXHIBIT III
INSURANCE REQUIREMENTS
During this Agreement, Honor shall provide and maintain, at Honor’s expense, all insurance as set forth
and marked below, protecting the County and the State of Michigan against any Claims, as defined in
this Agreement. 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 Honor.
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 for each accident, $500,000
for a disease for each employee, and $500,000 for a disease policy limit. Honor must comply with the
following:
1. ☒ Be a Fully Insured or State approved self-insurer;
2. ☐ Sole Proprietors must submit a signed Sole Proprietor form; or
3. ☐ Exempt entities, Partnerships, LLC, etc., must submit a State of Michigan form WC-337 Certificate of
Exemption.
Evidence of workers’ compensation insurance is not necessary if neither Honor does not come onsite to any
County real property, land, premises, buildings, or other facilities in the performance of this Agreement.
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.
Commercial Umbrella/Excess Liability Insurance with minimum limits of $2,000,000 each
occurrence. This coverage shall be in excess of the scheduled underlying General Liability, Automobile
Liability, and Employer’s Liability Insurance policies with exclusions that are not broader than those
contained in the underlying policies. This Umbrella/Excess requirement may be met by increasing the
EXHIBIT III - Page 2 of 3
Final Version (5-31-24)
primary Commercial General Liability limits to meet the combined limit requirement.
Supplemental Coverages. The following supplemental coverages are required if selected (checked):
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.
2. ☒ Cyber Liability Insurance with minimum limits of $1,000,000 per claim and $1,000,000 aggregate.
3. ☒ Commercial Property Insurance. Honor 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.
5. ☐ Pollution Liability Insurance with minimum limits of $1,000,000 per claim and $1,000,000
aggregate.
6. ☒ Medical Malpractice Insurance with minimum limits of $1,000,000 per claim and $1,000,000
aggregate.
7. ☐ Garage Keepers Liability Insurance with minimum limits of $1,000,000 per claim and $1,000,000
aggregate.
8. ☒ Other Insurance Coverages as may be dictated by the provided product/service and deemed
appropriate by the County Risk Management Department.
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 Honor.
EXHIBIT III - Page 3 of 3
Final Version (5-31-24)
4. Honor 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 State of Michigan and the County of
Oakland and its officers, directors, employees, appointees, and commissioners as additional insured
where permitted by law and policy form.
6. If Honor’s insurance policies have higher limits than the minimum coverage requirements stated in
this Agreement, the higher limits shall apply and in no way shall limit the overall liability assumed
by Honor under this Agreement.
7. Honor shall require its contractors or sub-contractors, not protected under the Honor’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 prior to the County’s execution of the Agreement and
must bear evidence of all required terms, conditions and endorsements; and provide thirty (30) days’
written notice of cancellation/material change endorsement to the insurance coverages required by
this Exhibit.
9. All insurance carriers must be licensed and approved to do business in the State of Michigan along
with Honor’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.