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HomeMy WebLinkAboutResolutions - 2008.06.12 - 9511• MISCELLANEOUS RESOLUTION #08112 June 12, 2008 BY: General Government C:e hr tine Chairperson IN RE: DEPARTMENT OF HEALTH AND HUMAN SERVICES/HEALTH DIVISION - 2008 FETAL INFANT MORTALITY DATA ABSTRACTION AGREEMENT - GRANT ACCEPTANCE To the Oakland County Beard :•mmissionerc Chairperson, Ladies and WHEREAS the Healtn nas been awarju .:.3,730.00 by the Michigan Public Health Itte in L-eurh for enturin ,1 infant mortality data for Oakland County into a s'_at.ou dJtabase to. ,Asist with statisti_cal analysis; and WHEREAS this activIty ben undertaken using a variety of sources; and WHEREAS no county matel, oi dciJitfenal poslticns re required; and WHEREAS this contrt L. approvd the County Executive'S contract review proces•!::: WHEREAS the act2eptan(.: er tnis con .._rt j.:;o not obligate the County to any future commitment. NOW THEREFORE Si :T R.L.V±r.2. that the i County Board of Commissioners approves tno i-. `al Infant 1,.,rt -ity ',:ata Abstraction Agreement in the amount ot 5-',:0,C3 and that tn(_: :oard_ Chairperson, on behalf of the County cf authorized to execute said agreement as attached. BE 12 FURTHE.1;, tn,:c_ the futuIe 17;v1 of service be contingent upon the level of funOing Ls program. BE iT 72-,TR:HER RESI,VE:; tnat the Board '.7nirperson is authorized to execute this agreement ond anges and exttnJions to the agreement, not to exceed fifteen percent wtich is with the agreement as originally approved. Chairperson, on ;:en.Alf General :":cv_=%t Cdmmittee, : move adoption of the forecoing C:ENERL COMM:TTEE GENERAL GOVERNMENT COMMITTEE VOTE: Motion carried unanimosly roll call naLchett, Crawforo and Suarez absent, Page 1 of 3 Tom Fockler From: Piir, Gaia [piirg@oakgov.com ] Sent: Monday. May 12, 2008 2:43 PM To: 'Fockier, Tom '; 'Pearson, Linda' Subject: Grant Review Sign Off: Health avision - FY 2008 Fetal Infant Mortality Data Abstraction - Grant Agreement Attachments: Grant sign off pkg.pdf Tht complete sign off package is attached. GRANT REVIEW SIGN OFF — Health Division GRANT NAME: FY 2008 Fetal Infant Mortality Data Abstraction FUNDING AGENCY: Michigan Public Health Institute DEPARTMENT CONTACT PERSON: Torn Fockler STATUS: Grant Acceptance DATE: May 12, 2008 Pursuant to Misc. Resolution #01320, please be advised the captioned grant materials have completed internal grant review. Below are the returned comments. The captioned grant materials and grant acceptance package (which should include the Board of Commissioners' Liaison Committee Resolution, the grant agreement/contract, Finance Committee Fiscal Note, and this Sign Off email containing grant review comments) may be requested to be placed on the appropriate Board of Commissioners' committee(s) for grant acceptance by Board resolution. DEPARTMENT REVIEW Department of Management and Budget: Approved. — Laurie Van Pelt (3/19/2008) Department of Human Resources: Approved. — Cathy Shallal (3/20/2008) Risk Management and Safety: Approved By Risk Management - Andrea Plotkowski (3127 /2008) Corporation Counsel: I have reviewed the above referenced Agreement and approve same for acceptance by the Oakland County Board of Commissioners. — John Ross (5/12/2008) COMPLIANCE The grant agreement references a number of specific federal and state regulations. Below is a list of these specifically cited compliance related documents for this grant. Single Audit Act of 1984 (with amendments in 1996) http://www.whitehouse.gov/omb/finaricial/fin sinpie audit.html Page 2 of 3 Federal Office of Management and Budget (OMB) Circular No. A-133. This Circular sets forth standards for obtaining consistency and uniformity among Federal agencies for the audit of States, local governments, and non-profit organizations expending federal awards. http://www.whitehotise.gov/ombkircularsia I 33/a133.html Federal Anti-Lobbying Limitation on use of appropriated funds to influence certain Federal contracting and financial transactions (31 USC 1352) http://uscode.house.goviuscode-cgi/fastweb.exe?Retdoc+uscview —t29t32-1811÷0-.-+°,1028Anti Lobbying%29% 20%20AND%20%28%2831%29%20A %201jSC%29%3ACITE%20%20%20°/020%20%20%20%20%20 Lobbying Disclosure Act of 1995 (2 USC 1601) http://www.senate.govire lerenceiresources/pd ficont act ing 1 04 65. pcl Anti-Lobbying - Section 503 (Public Law 104-208) http://grants.hih.gov/grantsiguidelnotice-filQS/11 ot97-037.11tml Michigan- Payroll and payments by electronic funds transfer; implementation - The Management and Budget Act - "P.A. 533 of 2004" Imp:if/yam legis1ature.mi.gov4 ug3lxgeltmd5z55z2u iwy45)/mileg.asp_s? page=getObject&objectName=2003-SB-0850 Michigan Elliott-Larsen Civil Rights Act — "Act 453 of 1976" hitp:i/www.legislature.mi.goy, (uq31xgeltmrj5z55z2uiwv45)/mi1eg.aspx7page=getobject&objectname-mcl-Act-453-of- i 976&queryid=14718540 Michigan Persons with Disabilities Civil Rights Act — "Act 220 of 1976" ht-tp://www.legislature.mi.goy/ (A3lxgeltmrj5z55z2uiwv45)/milez.aspx?page—getobject&objectname—mcl-Act-220-of- 1976&queryid=14718589 MBEPNBE in procurement (40 CFR sec. 31.36 (e)(2)) http://frwebgate4.access.gpo.goy/egi-binAN a i sgate.cgi? WAISdoel Dr=61675632507+38-0+0&WAISaction ,=retrieve Federal Government-Wide Debarment and Suspension — Non-procurement (45 CFR Part 76) http://www.access.gpo.govinaraiariwa is id x_05/45cfr76_05.html Pro-Children Act of 1994 htw:/'cpa.gov/iaq/schooIs/tfs/guide.]um 14 Pro-Chi 1eiren%20Aet%20o1%201994 Federal Hatch Act - Political Activity of Certain State and Local Employees http://www.osc.govibatchact.htm Intergovernmental Personnel Act of 1970 (42 U.S.C. Sections 4728-4763) http://frwebgate.access.gpo.govicgi-bin/getdoe.cgia1bname=browse_usaralocid=Cite:+42USC4728 http://frwebgate.access.gpo.gov/egi-birt/getdoc.cqi?dbname-brovise_usc&docic1 ,--Cite:+42USC4763 Federal Office of Management and Budget (OMB) Circular No. A-102. This Circular establishes consistency and uniformity among Federal agencies in the management of grants and cooperative agreements with State, local, and tribal governments. http://www.whitebouse.goviomb/eirculars/a102/a I 02. him] Federal Health Insurance Portability and Accountability Act of 1996 (HIPAA, Title II) h.t-tp://www.cms.hhs.gov/HIPAAGenIntb/Downloads/HIPAAlawdetail.pcif Michigan — Conflict of Interest - Contracts of Public Servants with Public Entities — "Act 317 of 1968" Impl/www.legislature,mi.gov/(oq3lnelonrj5z55z2u1wv415).m ileg.aspx?pne=getobject&objectname=mcl-Act- r Page 3 of 3 317-of-1968&queryid=14761946 Gaiu V. Piir Oakland County Fiscal 5ervice-5 Division Phone (248) 858-1037 Fax. (248) 858-9724 piirg@oaksov.com Subcontractor Agreement between The Michigan Public Health Institute and Oakland County Health Department Attn: Mary White 1200 N. Telegraph Rd Pontiac, MI 48341 SSN or FEIN: On file Reference Number: G-08269-115- 504200 Effective Dates: October 1, 2007 through September 30, 2008 SUBCONTRACTOR AGREEMENT THIS AGREEMENT, made and entered into this 1st day of October, 2007, by and between the MICHIGAN PUBLIC HEALTH INSTITUTE, a Michigan nonprofit corporation ("MPHI"), and the Oakland County Health Department, ("Subcontractor"), 1. Acknowledged Facts. MPHI has entered into a contract with Michigan Department of Community Health to enhance or expand the Fetal Infant Mortality Review Program. ("Funding Source Agreement"). MPHI desires to subcontract with Subcontractor to provide services necessary for MPHI to carry out its obligations under the Funding Source Agreement. 2. Subcontractor Services. Subcontractor shall perform the services described in Exhibit A. Subcontractor shall perform the services in compliance with all terms of the Funding Source Agreement. In the event of a conflict between the Funding Source Agreement and any term in this Agreement, the Funding Source Agreement shall control. A copy of the Funding Source Agreement is attached to this Agreement as Exhibit C. Subcontractor shall provide the necessary administrative, professional, and technical staff for performance of the services. 3. Term of Aureement; Termination Without Cause. The Subcontractor shall begin providing the services described above on the 1st day of October, 2007 and shall continue those services through the 30th day of September, 2008 or the date of termination, vkthichever occurs first. Either party may terminate this Agreement at any time without cause by giving thirty (30) days advance written notice to the other party. Termination under this section shall not prejudice either party's remedies for any breach occurring before termination. 4. Payment. Payments shall be paid according to the program budget or schedule attached as Exhibit B. 5. Reimbursement and Return of Funds by Subcontractor. Upon termination of this Agreement, Subcontractor shall immediately return to MPHI any funds in the Subcontractor's possession that Subcontractor has not earned or is otherwise not entitled to keep under this Agreement. If any court or governmental agency orders MPHI to return any grant funds, Subcontractor shall return to MPHI on demand any portion of those grant funds that were paid to Subcontractor. 6, Fees, Charges or Contributions. Subcontractor shall not solicit or require any fees or charges from any third party for services or materials provided by Subcontractor under this Agreement without the prior written approval of MPH!. 7. Records, Reporting, and Access. Subcontractor shall maintain records relating to its services provided under this Agreement in accordance with generally accepted accounting practices and in accordance with reasonable requirements of MPHI and the Funding Source Agreement, and in a form sufficient to permit MPHI to verify the Subcontractor's costs, expenditures and other activities incurred pursuant to this Agreement. MPHI and any funding sources identified in the Funding Source Agreement, shall have access to all of Subcontractor's records relating to its services under this Agreement at any reasonable time, including but not limited to canceled checks, invoices, vouchers, purchase orders, subcontracts, time sheets, mileage records and all other records relating to services and expenditures. MPH1 and the funding source shall be 2 • •••• entitled to perform audits of all of Subcontractor's records described in this section. Subcontractor shall maintain records relating to the services provided under this Agreement until a final audit has been performed to MPHI's satisfaction or until three (3) years after termination of this Agreement, whichever occurs first. For any services funded through the Michigan Department of Community h ealth ("MDCH"). MPFII will comply with the regulations set forth in the Single Audit Act Amendments of 1996, 31 LISC 7501 et seq. and Office of Management and Budget Circular ("OMB") A-133, "Audits of States, Local Governments, and Non-Profit Organizations" and provide MDCII with a copy of the annual audit reporting package of MPHI and management letter within nine months after the end of MPHIls fiscal year. 8. Ownership of Property Purchased with Funding Source Funds. All property purchased by Subcontractor in whole or in part with funds authorized under this Agreement, the cost of any single item of which exceeds $5,000, shall be owned by and remain the property of MPH!. Upon termination of this Agreement, all of that property shall be returned immediately to if requested by MPHI in writing. 9, Compliance with Laws. Reeulations. and MPH! Policies and Assurencrik. A. Anti-Lobbying Act. The Subcontractor will comply with the Anti-Lobbying Act, 31 USC 1352, as revised by the Lobbying Disclosure Act of 1995, 2 USC 1601 et seq, and Section 503 of the Departments of Labor. Health and Human Services and Education, and Related Agencies Appropriations Act (Public Law 104-208). Further, the Subcontractor shall require that the language of this assurance be included in the award documents of all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. B. Compliance Other Laws. Subcontractor shall comply with all other applicable federal, state and local laws, ordinances, guidelines, rules and regulations in carrying out the terms of this Agreement. 10. Independent Contractor. The Subcontractor is an independent contractor for MPHI and neither the Subcontractor nor any of its employees or agents shall be treated as employees of MPHI. Subcontractor will not represent either itself or any of its employees or agents as employees of MPHI. Subcontractor shall be responsible for all compensation, fringe benefits, and other obligations due to its employees, including but not limited to the withholding and payment of all applicable employment, income and social security taxes to federal, state and local governments. Subcontractor shall also comply with all workers compensation laws applicable to its business and will provide to MPHI proof of its compliance with this section upon request by MPH!, If any court or administrative agency determines that Subcontractor or any of its employees or agents should be treated as employees of MPHI instead of independent contractors, Subcontractor agrees to reimburse MPHI on demand for all expenses and costs incurred by MPHI as a result of that determination, including but not limited to reasonable attorneys' fees, taxes, interest, penalties and damages. 11. Indemnification and Insurance. Subcontractor is self insured and will provide evidence of same upon request. 3 12. Intellectual Property, Ownership, and Use. Subcontractor and MPIII agree that the report generated for MPHI is public information and will remain in the public domain and will not be owned by either party. 13. Representations and Warranties by Subcontractor. Subcontractor represents and warrants to MPH1 that to the best of its knowledge and belief that the contractors local health department or an official (defined below) of the Contractors local health department: A. Are not presently debarred, suspended, proposed for debarment, and declared ineligible or voluntarily excluded from providing any services under this Agreement by any federal, state, or local department or agency. B. Have not within a three year period preceding this agreement been convicted or had a civil judgment render 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) transaction or contract under a public transaction. C. Are not presently indicted or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated section 2, and: D. Have no actual or potential conflict of interest between themselves and MPH1. E. Officials shall be defined as Health Department employees' classified grade 21 or above, including the Health Officer for Oakland County. F. Subcontractor has the authority to enter into this Agreement and to perform all of its obligations under this Agreement. G. Subcontractor execution and performance of this Agreement will not create a breach or default in any agreement or court order to which Subcontractor is a party by which it is bound. 14. Default and Remedies. Subcontractor shall be in default if it fails to perform any of its obligation as described in this Agreement within (10) days after MPHI gives written notice of failure to Subcontractor. 15. Notices. Any notice required or permitted to be given to either party under this Agreement shall be deemed given on the date of personal delivery' to a representative of the party at its business address, or on the next business day after being sent either via facsimile (with a hard copy mailed the same day via regular mail) or via overnight mail service, or three (3) business days after being mailed regular mail, postage prepaid, in the U.S. mail service or other comparable mail service, to the following addresses: 4 If to MPHI: If to the Subcontractor: Ammie Hernandez, Grant and Contract Specialist Michigan Public Health Institute 2436 Woodlake Circle, Suite 300 Okemos, MI 48864 Mary White Oakland County Health Department 1200 N. Telegraph Rd Pontiac, MI 48341 Either party may, by written notice, designate a different address other than a post office box to which notices may be sent. 16. General Provisions. A. Waivers. No failure or delay on the part of MPHI in exercising any right under this Agreement shall operate as a waiver, nor shall a single or partial exercise of any right preclude any other or further exercise of that right or any other right. B. Entire Agreement and Amendment. This Agreement and any documents to which it refers contain all of the terms of the Agreement between the parties with respect to its subject matter and all Exhibits are incorporated by reference. This Agreement supercedes any previous discussions, writings, or other communications with respect to its subject matter. Any amendment or waiver of any term in this Agreement shall be enforceable only if it is in writing and signed by both parties. C. No Assignment or Subcontracting. The Subcontractor shall not assign, subcontract or otherwise transfer any of its rights or duties without the prior written consent of MPHI, D. Invalid Provisions. If any term of this Agreement is held to be invalid, the remainder of the Agreement shall nevertheless be enforced to the maximum extent permitted by law. E. Third Party Beneficiaries. No third party shall have the right to enforce any term in this Agreement against either party, except that any funding source identified in the Funding Source Agreement shall be entitled to enforce any of MPHI's rights under this Agreement. F. Individual Authority. Any persons signing on behalf of the Subcontractor represent and warrant that they are duly authorized to sign this Agreement on behalf of the Subcontractor and that this Agreement has been authorized by the Subcontractor. 5 0-08269-115- 504200 MICHIGAN PUBLIC HEALTH INSTITUTE Tracy Y. Litzinger, CPA, MPA Date Controller Recommended by: Shannon Stotenbur-Wing. MSW Date Program Director Oakland County Health Dept Name: George J. Miller, MA Date Title: Manager/Health Officer Oakland County Health Dept Name: Bill Bullard. Jr. Date Title: Chairperson, Oakland County Board of Commissioners 6 EXHIBIT A WORK STATEMENT & PROGRESS REPORTS Contract Between Michigan Public Health Institute and Oakland County Health Dept Contract Period: 10/1/07 through 9/30/08 Work Plan The purposes of these funds are to perform medical record case abstraction and Home Interview for Fetal Infant Mortality Review to include the following: • Case selection to be guided by PPOR (Perinatal Periods of Risk), with focus on African American Deaths • Review of medical records involved in infant death by a qualified individual, to include but not limited to hospital records, pre-natal records, pediatric records, emergency and medical examiner's records • Interact with other agencies and service providers involved in infant's death (MI Department of Human Services, Child Protective Services, local health department, law enforcement) • Develop case summaries from the above abstracted information as well as the Home Interview, using Michigan FIMR Network tools and guidelines • Attend the review team meetings to facilitate the presentation of the cases • Entry of cases into access data base and submission of cases to MPHI for MFIMR data base Each completed case abstraction will be compensated at $270.00 per case Projects may be eligible to receive additional $270.00 per case if the Maternal Home Interview is obtained. *Qualified individual: Bachelor's degree in Nursing, Social Work, Public Health, Health Education, or related field. Experience in maternal and child health, understanding of community health care systems and resources. Good writing skills, some computer skills helpful. 7 Progress Reports Subcontractor shall send progress reports to Heidi Hillard at the following address: Address to send progress reports: Heidi Hilliard FIIVIR Coordinator Michigan Public Health Institute 2440 Woodlake Circle, Suite 150 Okemos, MI 48864 (517)-324-7330 hhilliard4mphi.org Progress reports are due ten (10) days following the end of the calendar quarter. The content of the quarterly reports should be very brief, should be written in paragraph format, and should describe: • What activities were accomplished in the previous quarter, • What activities are planned for the next quarter. • Any anticipated problems that may delay completion of the project on schedule, • Any significant staff changes on the project, • Whether the budget for the project is on-track, and • Whether any amendments to the original subcontract should be expected, EXHIBIT B BUDGET, STATEMENT, & INVOICE INFORMATION Contract Between Michigan Public Health Institute and Oakland County Health Dept Contract Period: 10/1/07 through 9/30/08 Description of payment amounts and payment methods: Total payments from MPHI to the Subcontractor under this Agreement, including reimbursed expenses, shall not, exceed the sum of Three Thousand Seven Hundred Eighty Dollars and no/100 ($3,780.00). MPHI shall make payments to Subcontractor within forty-five (45) days after receipt by the Business Office of an itemized statement that has been approved by the project coordinator indicating the amount due and the reference number G-08269-115-504200. MPHI's fiscal year is January to December. Subcontractor invoices, that cross more than one of MPHI's fiscal years, cannot be submitted. All invoices must be separated by MPH1 . s fiscal year. An invoice for any expenses incurred during one fiscal year must be submitted to MPIII within forty-five (45) days of the start of the following fiscal year. For example, for work performed on a subcontract between December 1, 2005 and January 31, 2006. an invoice must be submitted for the December 1-31. 2005, portion of expenses by February 14, 2006. Subcontractor shall send itemized statements no more frequently than monthly and all statements must conform to requirements in the Funding Source Agreement. A final invoice must be submitted to MPHI within fifteen (15) days after the termination date of this contract, unless otherwise agreed in writing by the Grant and Contract Administrator of IVIPHI. Invoices received after this date without prior approval will not be honored. Payment by the MPHI to the Subcontractor is subject to the availability of funds under the Funding Source Agreement. Statements/Invoices should be mailed to: Anissa Stanley Office Manager Michigan Public Health Institute 2440 Woodlake Circle, Suite 150 Okemos, MI 48864 (517)-324-7330 astanley@mphi.org EXHIBIT C COPY OF FUNDING SOURCE AGREEMENT (see attached) 10 111001/PAS Mosier IT1100-MPH1 U07 Page 1 of 17 Master Grant Agreement Between Michigan Department of Community Health hereinafter referred to as the "Department" and Michigan Public Health Institute 2436 Woodlake Circle. Suite 300 Okemm Mintrinap 48F384 Federal I.D.#. 38-2963835 hereinafter referred to as the "Contractor for Community Health Services Part I I. Period of Agreement This agreement shall commence on Oatober 1, 2007 and continue through September 30. 2008. This agreement is in full force and effect for the period specified. 2. Program Blidget and Agreement Amount: - A. Agreement Amount The total amount of this agreement is $ 24 126 807. The Department under the terms of this agreement will provide funding not to exceed $ 23 999 339. The federal funding provided by the Department is $ varies by proiect or approximately %; the Catalog of Federal Domestic Assistance (CFDA) numbers; and the federal grant program titles are included in Attachment A. B. Equipment Purchases and Title Any equipment purchases supported in whole or in part through this 'agreement must be listed in the supporting Equipment Inventory Schedule. Equipment means tangible, non-expendable, personal property having useful life of more than one (1) year and art acquisition cost of $5,000 or more per unit. Tale to equipment items having a unit acquisition cost of less than $5,000 shall vest with the Contractor upon acquisition. The Department • reserves the right to retain or transfer the title to all items of equipment having a unit acquisition cost of $5,000 or more, to the extent that the Department s proportionate interest in such equipment supports such retention or transfer of title. mocHitAAS madarcutameti &UT Page 2 of 17 C. Deviation Allowance • A deviation allowance modifying an established budget Category by $10,000 or 15%, whichever is greater, is permissible withOut priorwritten 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 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 -sehedules. 3. Purpose: The purpose of this Master Agreement is to provide funding for community health servites. 4. Statement of Work: The Contractor agrees to undertake, perform and complete the services described in the Attachments, which are part of this agreement through reference. 5. Financial Requirements: The reimbursement payment process shell be followed as described in Part II and Attachments, which are part of this agreement through reference. 6. • Performance/Progress Report Requirements: The progress reporting methods, as applicable, shall be followed as described in the Attachments, which are part of this agreement through reference. • 7. General Provisions : The Contractor agrees to comply with the General Provisions otitlined in Part II of this agreement, which is part of this- agreement through reference. 8. Administration of the Agreement: The person acting for the Department in. administering this agreement (hereinafter referred to as the Contract Manager) is: \Aran Paract Laris Cass Building: Master Aoreement Coordinator. ($17) 241-2285 Name; Location/Building Title Telephone No. ParaoVOrnichician.cov Email Address 9. Contractor's Financial Contact for the Agreement: The person acting for the Contractor on the financial reporting for this agreement is: Name Title Email Address Telephone No. For the CONTRAI.-TOR nd tie eza jec--(:v _ 1 ci 611 Signature I 1111.111 - Date .• 10. Special Conditions: A. This agreement is valid 'upon approval by the State Administrative Board as appropriate and approval and execution by the Department. B. This agreement is conditionally approved subject to and contingent upon the availability of funds. • C: The Department will not assume any responsibility or liability for costs • • incurred by the Contractor prior, to the signing of this agreement... D. - lathe event of a conflict betWeen this Agreement and one of the Attachments to this agreement, the provisions of the Attachment Shall prevail. E. The' Contractor is required by PA 533 of .2004 to receive payments by eleStfonio-funds-tralWOR 11. Special Certification: The individual or officer signing this agreement certifies by his or her signature that he or she is authorized to sign this agreement on behalf of the responsible governing board, official or Contractor. 12. Signature Section: For the MICHIGAN DEPARTMENT OF COMMUNITY HEALTH Nick Lyon, Deputy Director Date Operations Administration MOCIVGMS lAastor 07/00411Plit MT Page 3 of 17 Part II General Provisions - Master Grant Agreement 1. Responsibilities - Contractor The Contractor in accordance with the general purposes and objectives of this agreement will: - A. . Publication Rights • 1. Where activities supported by this agreement produce books, films, or other such copyrightable materials issued by the Contractor, the Contractor may copyright such but shall acknowledge that the Department reserves a royalty- pricrusive-ariu-n-ravumme-nuits in r euiuuuCU-ARMIIIISI FE materials and to authorize others to reproduce and use such materials. This cannot include service recipient information or personal identification data. • 2. Any copyrighted materials or modifications bearing acknowledgment of the Department' s name must be approved by the Department prior to reproduction and use of such materials. 3. The Contractor shall give recognition to. the Department in any and all publications papers and presentations arise from the program and service contract.herein; the Department will do likewise. • B. Fees . • Maketeasonable efforts to collect 1 st and 3rd party fees, where applicable, and report these as outlined by the Department s fiscal procedures. Any underrecoveries of • otherwise available fees resulting from failure to bill for eligible services will be • excluded from reimbursable expenditures_ C. Program Operation Provide the necessary administrative, professional, and technical staff for operation of the program. D. Reporting Utilize all report forms and reporting formats required by the Department at the effective 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. Assure that all terms of the agreement will be appropriately adhered to; and, that records and detailed documentation for the project or program identified in this agreement will be maintained for a period of not less than three (3) years from the date of termination, the date of submission of the final expenditure report or until litigations and audit findings have been resolved. IIECHIVAS IMMer 07.1104PAPta G/07 Page 4 of 17 Authorized Access • Permit upon reasonable notification and at reasonable times, access by authorized representatives of the Department, Federal Grantor Agency, Comptroller General of the United States and State Auditor General, or any of their duly authorized representatives, to records, files, and documentation related to this agreement, to the extent authorized by applicable state or federal law, rule or regulation. G. Audits This section only applies to Contractors designated as subrecipients. Contractors designated as vendors are exempt from the provisions of this section. 1. Reouired Audit or Notification Letter Contractors must submit to the Department either a Single Audit, Financial Statement Audit, or Audit Status Notification Letter as described below, if submitting a Single Audit or Financial Statement Audit, Contractors must also submit a Corrective Action Plan for any audit findings that impact MDCI1- funded programs, and management letter (if issued) with a response. a. Single Audit Contractors that expend $500,000 or more in federal awards during the Contractor's fiscal year must submit to the Department a Single Audit prepared consistent with the Single Audit Act Amendments of 1996, and Office of Management and Budget (01VII3) Circular A-133, 'Audits of States, Local Governments, and Non-Profit Organizations,' (as " revised). b. Financial Statement Audit Contractors exempt from the Single Audit requirements that receive $500,000 or more in total funding from the Department in State and Federal grant funding must submit to the Department a Financial Statement Audit prepared in accordance with generally accepted auditing standards (GAAS). Contractors exempt from the Single Audit requirements that receive less than $500,000 of total Department grant funding must submit to the Department a Financial Statement Audit prepared in accordance with GAAS if the audit includes disclosures that may negatively impact MDCH-funded programs including, but not limited to fraud, going concern uncertainties, financial statement misstatements, and violations of contract and grant provisions. c. Audit Status Notification Letter Contractors exempt from both the Single Audit and Financial Statement Audit requirements (a. and b. above) must submit an Audit Status Notification Letter that certifies these exemptions. The template Audit Status Notification Letter and further instructions are available at httpliwww.michicanmovimdch by selecting inside Community Health, Office of Audit. 2. Due Date and Where to Send The requiredaudit and any otherrequired submissions (i.e. Corrective Action Plan and management letter with a response), or audit Status Notification . Letter must be submitted to the Department within nine months after the end of the Contractor's fiscal year to: Michigan Department of Community Health Office of Audit Quality Assurance and Review Section P.O. Box 30479* Lansing, Michigan 48909-7979 *For Express Delivery: • Capital Commons Center 400 S. Pine Street Lansing, Michigan 48933 • Alternatives to paper filing may be viewed at http://vvww.michleansiovirndth by selecting Inside Community Health, Office of Audit 3. Penalty a. Delinauent Simile Audit or Financial Statement Audit If the Contractor does not submit the required Single Audit reporting package, management letter (if issued) with a response, and Corrective Action Plan; or the Financial Statement Audit and management letter (if issued) with a response within nine months after the end of the Contractor's fiscal year and an extension has not been approved by the • cognizant or oversight agency for audit, the Department may withhold from the current funding 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 Contractor is more than 120 days delinquent in meeting • the filing requirements and an extension has not been approved by the cognizant or oversight agency for audit. The Department may terminate the current grant if the contractor is more than 180 days delinquent in.meeting the filing requirements and an extension has not been approved by the cognizant or oversight agency for audit. b. Delinquent Audit Status Notification Letter Failure to submit the Audit Status Notification Letter, when required, • •may result in withholding from the current funding an amount equal to one percent of the audit year's grant funding until the Audit Status Notification Letter is received. -• 4. Other Audits • The Department or federal agencies may also conduct or arrange for 'agreed upon procedures" or additional audits to meet their needs. Page 6 of 17 H. SubrecipieniNendor Monitorinq • The Contractor must ensure that eaCh of its subrecipients comply with the Single . Audit Act requirements. The Contractor must issue management decisions on audit - findings of their subrecipients as required by OMB Circular A-133. •• • • The Contractor must also develop a subrecipient monitoring Plan that addresses 'during the award monitoring m of subrecipients to provide reasonable assurance that the subrecipient administers Federal awards in compliance with laws; regulations, • and -the provisions of the contracts, 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 pedolinancejwati • • III' • ; . • • 11.. • . us egular confact subrecipients. . The Contractor must establish requirements to ensure compliance for for-profit subrecepients as required by OMB Circtilar A-133, Section .210(e). The Contractor must ensure that transactions with vendors comply with laws, • - regulations, and provisions of contracts or grant agreements in compliance with OMB Circular A-133, Section.210(f). 1. • Notification of Modifications • • Provide timely notification to the• Department, in writing, of any action by the • Contractor, its governing board or any other funding source that would require or result in significant modification in the provision of services or funding or compliance • with operational procedures . J. Software Compliance The Contractor must ensure software compliance and compatibility with the • Department's data systems for services provided under this agreement including but • not limited to: stored data, databases, and interfaces for the production of work products and reports. All required data under this agreement Shall be provided in an • -accurate and firmly manner with out interruption, failure or errors due to the - inaccuracy of the Contractors business operations for processing dateltime data. K. . Human Subiects • Prior to the. initiation of the research the Contractor agrees to 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 1RD for • review and approval, or the 1R13- application and approval materials for acceptance of the review of another IRB. Ail 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 formalty-approved interdepartmental agreement. • . The manner of the review will be agreed upon between the Department's IRB Chairperson.and the Contractor's 1RB Chairperson or Executive Officer(s). Page 7 uf 17 It ea .;_o• . I II - S IIII. I I 1 • eik1 I* CIE EIELIMCIE • • • The Contractor shall provide the Department with the following: • 1. Written evidence of the review, and approval by the applicable IRS for the project and any patient consent form that may be required prior to the initiation of the study; • 2. 'Written evidence of the 1RB's continuing review and approval of the study whenever it is reviewed, but at least once per year; and if applicable • .3. Written evidence that the Contractor is obtaining appropriate authorizations that are acceptable to the Department and H1PAA compliant for the use and disclosure of protected health information. 1. Any deviations from the project which are necessary to protect the safety, rights or welfare of study participants, and 2. Any serious adverse events that occur to study participants, except for serious adverse events identiFied in any protocol or other document as not requiring immediate reporting. • For multi-center projects, the- Department will notify the Contractor on an expedited basis of any adverse event from another center or site that is both severe and -unexpected and would be reported by the Contractor under the preceding paragraph. In studies where the Department bears responsibility for monitoring the research, the Department or its agent shall conduct an ongoing safety evaluation of the study drug, any study material, study device, or study equipment and shall promptly notify, or cause its agent to notify the Contractor of any findings from that evaluation that could - adversely affect the safety of study participants, impact the conduct of the trial, or alter the IRBis approval to continue the study. Study participants will be promptly informed by the Contractor and/or Department, as appropriate.following consultation between the parties and based on the nature of the information, and which party has primary knowledge or control of such information of any events, deviations, study results, or any other information of which the Contractor and the Department become aware that could directly affect the safety or medical care of study participants. 1. Right To Inventions 1. - Where activities supported by this agreement result in the conception of or actual reduction to practice of a patentable invention, the Contractor is obligated to disclose such invention to the Department within four months after the inventor discloses the invention in writing to the Contractor. 2. a. If the Contractor elects to retain title, the Contractor must provide the State of Michigan a non-exclusive, non-transferable, irrevocable, paid- up license to practice or have practiced for or on behalf of the State of Michigan the subject invention throughout the World. Page 8 of 17 b. The State of Michigan may modify the copyrightable invention and may combine such 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 in such invention other than those granted in this Agreement. 0. In the event, that the Contractor shall, for any reason, cease to conduct business, or cease to support the invention, the State of Michigan shall have the right to convertthese licenses into transferable licenses to the extent consistent with any applicable obligations the Contractor has to the federal government 3. The Contractor shall acknowledge State of Michigan and Department support in the patent application and notify the Department of any decision not to pursue patent rights or licensing. 4. The Contactor shall submit an annual utilization report for all patented and licensed inventions and submit a final invention statement and certification within 90 days of the end of the agreement period. 5. All documents required to be submitted to the State of Michigan or Department in items #1 through #4 must be submitted in accordance With the required deadlines to: Michigan Department of Community Health; Contract Management Section, 320 S. Walnut, Lansing, Michigan 48913. 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 Contractor. B. Report Forms Provide any report forms and reporting formats required by the Department at the effective date of this agreement, and provide to the Contractor any new report forms and reporting formats proposed for issuance thereafter at least ninety (90) days prior to their required usage to afford the Contractor an opportunity to review and offer comment Assurances The following assurances are hereby given to the Department: Page 9 of 17 A. Compliance With Applicable Laws • • The Contractor will comply withapplicable federal and state laws, guidelines, rules and regulations in carrying out the terms of this agreement. The Contractor will also • comply-vvith all applicable general administrative requirements such as OMB Circulars • covering cost principles, grant/agreement principles, and audits in carrying out the terms of this agreement B. Anti-Lobbvino Act • The Contractor will comply with -the Anti-Lobbying Act, 31 USC 1352 as revised by the Lobbying Disclosure Act of 1995, 2 USC 1601 et seq, and Section 503 of the • Departments of Labor, Health and Human -Services and Education, and Related Agencies Section of the FY 1997 Omnibus Consolidated Appropriations Act (Public " I nig 1 ild-71119 GESIFT ini MIMI= 110111M_1112 rift inuicu r assurancebe included in the award docuthents of all subawartls at all tiers (including subcontracts, subgrants, and contracts under grants, loans and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. C. Non-Discrimination • - 1. In the performance of any contract or purchase order resulting herefrom, the Contractor agrees not to discriminate against any employee or applicant for employment or service delivery and access, with respect to their hire, tenure, terms, conditions or privileges of employment, programs and services provided or any matter directly or indirectly related to employment, because of race, color, religion: origin, ancestry,, sex, height, weight, marital status, physical or mental disability unrelated to the individual s ability to perform the duties of the particular job or position or to receive services. The Contractor further agrees that every subcontract entered into for the performance of any • contract or purchase order resulting . herefrom will contain a provision requiring non-discrimination in employment, service delivery and access, as herein specified binding upon each subcontractor. This covenant is required pursuant to the Elliot Larsen Civil Rights Act, 1976 PA 453„ as amended, MCL 37.2201 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 the contract or purchase order. 2. 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 Contractor shall incorporate language in all contracts awarded: (1) prohibiting discrimination against minority owned and • women owned businesses and businesses owned by persons with disabilities in subcontracting; and (2) making discrimination a material breach of contract. D. Debarment and Suspension Assurance is hereby given to the Department that the Contractor will comply with • federal regulation 45 CFR Part 76 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; Page 10 of 17 • Have not within a three-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) transaction or contract under a • public-transaction; violation of federal orstate antitrust statutes or commission of embezzlement, theft, forgery, _bribery, falsification or destruction of records, • making false statements, or receiving stolen proPertr, 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; and; • .4. .. Have not within a three-year period preceding this agreement had one of more public transactions (federal, state or local) terminated for cause or default. E. Federal Requirement Prof-Children Act 1.Asturance is hereby giveri -to the Departnent that the Contractor will Comply • • with Public Law 103-227, also known as the Pro ,Children Act of 1994,20 USC 6081 et seq, which requires that smoking not be permitted in any portion of any. indoor facility owned or leased or contracted by and used routinely or regularly for the provision ofhealth, day pare, early childhood -development services, education or library services to children under the age of 18, if the services are funded by federal programs either directly or through state or local governments, by federal grant, contact, loan or loan guarantee. The law • also applies to children 's services that are provided in indoor facilities that are constructed, operated, or maintained with such federal funds. The lair does not apply to children s services provided in private residences; portions 'of facilities used for inpatient drug or alcohol treatment; service providers whose sole source of applicable federal funds is tiled icare 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 andfor the imposition of an . • administrative compliance order on the responsible entity. The Contractor also assures that this language will be • included in any subawards which • contain provisions for children's-services. •• 2; • The Contractor also assures, in addition to compliance with Public Law 103- 227, any service or activity funded in whole or in part through this agreement • will be delivered in a smoke-free facility or environment Smoking shall not be • . • • permitted anywhere in the facility, or those parts of the facility under the control of the Contractor. If activities or services are delivered in facilities or • • areas that are not under the control of the Contractor (e.g., a mall, restaurant . or private work site), the activities or services shall be smoke-free. F. Hatch Political Activity Act and Intergovernmental Personnel Act The Contractor will comply with the Hatch Political Activity Act, 5 USC 1501-1508, and thel ntergevemmental Personnel Act of 1970, as amended by Title VI Of the Civil ;Service Refohn Act, Public Law . 95-454, 42 USC 4728. Federal funds cannot be used for partisan political purposes of any kind by any person or organization involved in the administration of federally-assisted programs. Page 11 of 17 . Subcontracts - • " Assure for any subcontracted service, activity or product: - - 1: That a written subcontract is executed by all affected parties prior to the - initiation of any, new subcontract activity. Exceptions to this policy may be , granted by the Department upon written request within 30 days of execution of • - the .agreement. 2. .. That - any executed subcontract -of this agreement shall require the • 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 shall prevail. A conflict between this agreement and a subcontract :however, shall not be I I 01 e Contains additional non-conflicting provisions not set forth in this agreement; - (b) Restates provisions of this agreement to afford the Contractor the same or substantially the same rights and privileges as the Department, or -• Requires the subcontractor to perform duties and/or services in less time than that afforded The Contractor in this agreement 3. • That the subcontract does not affect the Contractor , s accountability to the . Department for the subcontracted activity. That any billing or req best for reimbursement for stibccintradt costs is supported by a valid subcontract and adequate source documentation on costs and services. 5. _ That the Contractor will submit a copy of the executed subcontract if • requested by the Department • • H. Procurement • • Assure that all purchase transactions related to this agreement, whether negotiated or advertiSed, shall be conducted openly and competitively in accordance with the principles and requirements of OMB Circular A-102 as revised, implemented through 'applicable portions of the associated ACommon Rules as promulgated by • responsible federal Contractor(s), or OMB Circular A-110 .as amended, as applicable • and that records sufficient to document the significant history of all purchases are maintained for a minimum of three years after the end of the agreement period. .1. Health Insurance Portability and Accountability Act - To the extent that this act is pertinent to the services that the Contractor provides to the Department under this agreement, the Contractor assures that it is in compliance with the Health Insurance Portability and Accountability Act (111PAA) requirements including the following: • 1. . The Contractor must not share any protected health data and information . provided by the Department that falls within HiPAA requirements except to a subcontractor-as-appropriate under this agreement. Page 12o 17 MCICH7C114S Mater IMOU4API-rt WM' (a) (C) •' MOCPVCA43 WOK Or/064AM 6/07 Page 13 of 17 The COntractor must require the subcontractor not to share any protected health data and information from the Department that falls under HIPAA •'requirements in the terms and conditions of the subcontract 3. The Contractor must only use the protected health data and information for the purposes of this agreement. The Contractor must have written policies and procedures addressing the use of protected health data and information that falls under the HIPAA requirements. The policies and procedures must meet all applicable federal and state requirements including the HIPAA regulations. These policies and - procedures must include restricting access to the protected health data and • information by the Contractor›s employees. • L--1:12e-Coutract.ournist-hamapolicy_anctprocedureloseport_to_the_Department_ unauthorized use or disclosure of protected , health data and information that • falls under the HI PM requirements of which the Contractor becomes aware. • -6. Failure to comply with any of these contractual requirements may result in the • termination of this agreement' in accordance with Part II, Section V. Termination. 7. In accordance with HIPAA requirements, the Contractor is liable fprany claim, ' loss or damage relating to unauthorized use or disclosure of protected health data and information by the Contractor received from the Department or any . other source. • IV. Financial -Requirements • A. Operating Advance • An operating advance may be required by the Contractor to assist with program operations. The request should be addressed to the Contract Manager identified in • Part 1, Item 8. The operating advance will be administered as follows: - • 1. The advance amount requested must be reasonable in relationship to the program s requirements, billing cycle, etc.; and in no case may exceed the amount required for 60 days operating expense. Operating advances will be monitored and adjusted by the Department according to total Department agreement amount. .2. The advance must be recorded as an account payable to the Department in the Contractor. s financial records. The operating advance _payable must remain in the Contractor , s financial records until fully secovered by the Department. 3. The monthly Financial Status Report (FSR) reimbursement for actual • expenditures by the Department should be used bythe Contractor to replenish the operating advance used by program operations. • 4. •The- advance must be returned to the Department within 30 days of the end date of this agreement 'unless the Contractor has a recurring agreement with the Department, and may not beheld pending agreement audit. SubSequent Department agreements may be withheld pending recovery of the outstanding ChP 3.1311aCIDLIT EIRVEIBM13111:2 oppo records. nitv tor Ine ontractor examine partment s associate CIF 1 advante from a prior agreement tithe Contractor has a recurring agreement with the Department, the Department requires an annual confirmation of the outstanding operating advance. The Department may obtain the Michigan Department of Treasury's assistance in collecting outstanding operating advances. The Department will comply with the Michigan Department of Treasury s Due Process procedures prior to forwarding claims to Treasury. Specific .Due Proceis procedures include the following: a.. Department offer of a hearing to dispute the debt, identifying the time, place and date of such hearing_ A hearing by an impartial official. d. An opportunity for the Contractor to present evidence in person or in writing. e. A hearing official with full authority to correct errors and make a decision not to forward debt to Treasury. -f. Contractor representation by an attorney and presentation of witnesses if necessary. • At the end of either the agreement period or Department s fiscal year, whichever is first, the Contractor must respond to the Department's request for confirmation of the . operating advance. Failure to . respond to the confirmation request may result in the Department recovering all or part of an outstanding operating advance. Reimbursement Method 'The Contractor will be reimbursed in accordance with the staffing grant reimbursement method as follows unless the Attachment cover pageidentifies another type of reimbursement: 1. Staffing Grant Reimbursement Reimbursement for the Contractor will be based on the understanding that Department funds will be paid up to the total Department allocation as agreed to in the approved budget. The Department funds are first source after the application of fees and earmarked sources unless a specific local match condition exists. 2_ Performance Reimbursement A reimbursement Method by Which the Contractor is reimbursed based upon • the understanding that a certain level of performance (measured by outputs) must be met in order to receive full reimbursement of costs (net program • income and other earmarked sources) up to contracted amount of State funds. If Contractor s performance falls short of the expectation by a factor greater• than the allowed minimum performance percentage, the State maximum Page 14 of 17 • I • allocation will be reduced eqUivalent to actual performance in relation to , . minimum performance percentages. • 3. Fixed Unit Rate Reimbursement • A reimbursement method by which the Contractor is reimbursed a specific amount of each output actually delivered and reported. C. Financial Status Report Submission Financial Status Reports (FSRs) shall be prepared and submitted to • Michigan Department of Community Health, • Bureau of Finance Accounting Division, Expenditure Operations Section, FSRs must be submitted on a monthly basis, no later than thirty (30) days after the close of each calendar month. The monthly FSRs must reflect total actual program • expenditures. regardless of the source of funds. The FSR form and instructions for completing, the FSR form are available through your Contract Manager or the Department s web site: • http://www.michigan.govidocumentsiDCH-0384- • Financial_Status_Report 82142.pdf and • http://www.michigan.govidocumentsiDCH-0384- Finandalfitatus_Report_Instructions_8216_7.pdf. Failure to meet financial reporting responsibilities as identified in this agreement may . . resutt in. withholding future payments. 13. Reimbursement Mechanism All contractors must sign up through the on-line vendor registration process to receive all State of Michigan payments as Electronic Funds Transfers (EFT)/Direct Deposits, as mandated by PA 533 of 2004. Vendor registration information is available through the Department of Management and Budget's web site: • http://www.cpexpress.stats.mi.us/ E. Final Obligations and Financial Status Report Requirements 1. Preliminary Close Out Report A Preliminary Close Out Report, based on annual guidelines, must be submitted by the due date using the format provided by the Department's Accounting Division. The Contractor must provide an estimate of total • expenditures for the entire agreement period. The information on the report will be used to record the Departments year-end accounts payables and receivables for this agreement. 2. Final FSRs Final FSRs are due sixty (60) days following the end of the fiscal year or • agreement period. The final rsr4 must be dearly marked "Final". Final FSRs MDCIVAIS Mostar 070106-16111 5P37 Page 15 of 17 A 4 • not received by.the due date may result inthe loss of funding requested on the Preliminary Close Out Report and may result in the potential reduction in the subsequent year's agreement amount. Unobligated Funds Any unobfigated balance of funds held bythe Contractor at the end of the agreement period will be returned to. the Department or treated in accordance with instructions provided by the Department • V. Agreement Termination The Department may cancel this agreement without further liability or penalty to the Department for any of the following reasons: - 1- - II - II - s - t - III I.- Z-01 I • • Ea 11 notice to the other party stating the reasons for termination and the effective date. B. This agreement may be terminated on thirty , (30) days prior written notice upon the failure of either party to cam" out the terms and conditions of this agreement, provided the alleged defaultingvarty is 96/en notice of the-alleged breach and fails to cure the default within the thirty. (30) day period. C. This agreement may be terminated immediately if the Contractor Or an official of the Contractor or an owner is convicted of any activity referenced in Section Ifi.D, of this agreement during the term of this agreement or any extension thereof. VI. Final Reporting Upon Termination Should this agreement or a specific project only within this agreement be terminated by either party, the Contractor shall provide the .Department within thirty (30) days after termination, with all financial performance, and other reports required as a condition of the agreement. The Department will make payments to the Contractor for allowable • reimbursable posts not covered by previous payments, other state or federal programs. The • Contractor shall immediately refundlo the Department any payments or funds advanced to the Contractor in excess of allowable reimbursable expenditures.. Any dispute arising as a result of this agreement shall be.resolvedin the State of Michigan. VII, Severability If any provision of this agreement or any provision of any document attached to or 'incorporated by reference is waived or held to be invalid, such waiver or invalidity shall not affect other provisions of this agreement. - VIII Amendments Any changes to this agreement will be valid only if made in writing and accepted by all parties to this agreement. Any change proposed by the Contractor which would affect the Department funding of any project, in . whole or in part in Part I, Section 2.C. of the agreement, must be submitted in writing to the Department for approval immediately upon ,determining the need for such change. IX. • Liability A. All liability to third parties, loss, or damage.as a result of claims, demands, costs, or judgments arising out of activities, suchas direct service delivery, to be carried out by the Contractor in the performance of this agreement shall be the responsibility of the Ft MDCHICAIS Mawr 0?/013481PHI exo Page 16 of 17 EtE3 nElliStrtiletEfraS19 Contractor, atid ndt the responsibility of the Department, if the -liabirity, loss, or damage is caused by, or arises out of, the actions or failure to act on the part of the - Contractor, any subcontractor, anyone directly or indirectly - employed by the Contractor, provided that nothing herein shall be construed as a waiver of any governmental immunity that has been providedto the Contractor or its employees by - statute or court decisions. • • • B. All liability to third parties, loss, Or damage as a result of claims, demands, costs, or judgments arising out of activities, such as the provision of policy and procedural direction, to be carried out by the Departinent in the perfcirmance of this agreement - shall be the responsibility of the Department, and not the responsibility of the • Contractor, if the liability, loss: or damage is caused by, or arises out of, the action or - failure to act on the part of any Department employee or agent, provided that nothing rftwittY-brthe-StateTits- agencies (the Department) or employees as provided by statute or court decisions. C. In the event that liability to third parties, loss, or damage arises as a result of activities • concluded jointly by the Contractor and the Department in fuffillment of their -responsibilities under this agreement, such liability, loss, or damage shall be borne by the Contractor and the Department in relation to each party's responsibilities under • these joint activities, provided that nothing herein shall be construedas a waiver of any governmental immunity by the Contractor, the State, its agencies (the Department) or their employees, respectively, as provided by statute or court decisions. X. Conflict of interest The Contractor and the Department are. subject. to the provisions of 1958 PA 317, as amended, MCL 15.321 et seq. M§A•4.1700(51) et seq, and 1973 PA 196, as amended, -MCL 151341 et seq, MSA 4.1700(71) et seq. XL State of Michigan Agreement . This is a State of Michigan Agreement and is governed by the laws of Michigan. Any. dispute arising as a result of this agreement shall be.resolved in the State of Michigan. XII. Confidentiality • Both the Department and the Contractor shall assure that medical services to and information contained in medical records of persons served under this agreement, or other such recorded information required to be held confidential by federal or state law, rule or regulation, in connection with the provision of services or other activity under this agreement "shall be privileged communication, shall be held confidential, and shall not be divulged without the written consent of either the patient or a person responsible for the patient, except as may be otherwise required byapplicable law or regulation. Such information may be disclosed in summary, statistical, or other form, which does not directly or indirectly identify particular individuals. MIX;RICIAS Meter ornoemem Page 170f 17 FISCAL NOTE (MISC. #08112) June 12, 2008 BY: FINANCE COMMITTEE, MIKE ROGERS, CHAIRPERSON IN RE: DEPARTMENT OF HEALTH AND HUMAN SERVICES/HEALTH DIVISION - 2008 FETAL INFANT MORTALITY DATA ABSTRACTION AGREEMENT - GRANT ACCEPTANCE TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Chairperson, Ladies and Gentlemen: Pursuant to Rule XII-C of this Board, the Finance Committee has reviewed the above-referenced resolution and finds: 1. The Health Division has been awarded $3,780 by the Michigan Public Health Institute in return for entering infant mortality data for Oakland County into a statewide database to assist with statistical analysis. 2. The funding period is from January 1, 2008 through September 30, 2008. 3. No county match or additional positions are required, 4. A budget amendment is recommended as specified below to reflect the award: FY 2008 HEALTH DIVISION (Fund #20221) Revenue 1060201-133150-e31869 Reimbursement of Salaries Total Revenue Expenditures 1060201-133150-702010 Salaries Total Expenditures $3,780 $3,780 $3,780 $3,780 0 FINANCE/COMMITTEE FINANCE COMMTITEE Motion carried unanimously on a roll call vote. • Resolution #08112 June 12, 2008 Moved by Rogers supported by Nash the resolutions (with fiscal notes attached) on the amended Consent Agenda be adopted (with accompanying reports being accepted). AYES: Coulter, Crawford, Douglas, Gershenson, Gingen, Gosselin, Gregory, Greimel, Hatchett, Jacobsen, Kowa II, Long, Middleton, Nash, Potter. Potts, Rogers, Scott, Spector, Woodward, Zack, Bullard, Burns. (23) NAYS: None. (0) A sufficient majority having voted in favor, the resolutions (with fiscal notes attached) on the amended Consent Agenda were adopted (w th accompanying reports buil iy duLepted). .11n=.• • '01 APPROVE THE MON RESOLUTION //7/w STATE OF MICHIGAN) COUNTY OF OAKLAND) I, Ruth Johnson, Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true and accurate copy of a resolutior adopted by the Oakland County Board of Commissioners on June 12, 2008, with the original record thereof now remaining in my office. In Testimony Whereof, I have hereunto set my hand ana affixed the seal of the County of Oakland at Pontiac, Michigan this 12th day of June, 2008. Gide Ruth Johnson, County Clerk