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HomeMy WebLinkAboutDivision of Public Health #15785 9/28/2007 Jim Doyle Governor DIVISION OF PUBLIC HEALTH 1 WEST WILSON STREET POBOX 2659 MADISON WI 53701-2659 State of Wisconsin 608-266-1251 FAX: 608-267-2832 TIY: 888-701-1253 dhfs.wisconsin.gov . Kevin R. Hayden Secretary Department of Health and Family Services September 28, 2007 To: Paul Spiegel, Oshkosh Health Department Billee Bayou, DPH Administrator's Office, Preparedness Unit ~ From: Subject: 2008 Pandemic Influenza Contract #15785 Enclosed is your agency's fully executed contract for year 2008 Division of Public Health (DPH), Pandemic Influenza Contract Agreement #15785. Wisconsin.gov ~ ~ -: !l. DNISION OF PUBLIC HEALTH PANDEMIC INFLUENZA CONTRACT AGREEMENT DPH CONTRACT #15785 Contract Preamble This Contract Agreement is entered into for the period September 1,2007 through July 31,2008, by and between the State of Wisconsin represented by its Division of Public Health of the Department of Health and Family Services, whose principal business address is One West Wilson Street, PO Box 2659, Madison WI 53701-2659, hereinafter referred to as Contractor, and Oshkosh Health Department, whose principal business address is 215 Church Street, Oshkosh WI 54902-1130, hereinafter referred to as Contractee. The Contractee address above is the address to which payments shall be mailed. If any legal notices required to be sent to the Contractee in the execution of this Contract Agreement should be sent to an address different from the Contractee address noted above, that address should be provided below: Whereas, the Contractor wishes to purchase services from the Contractee as it is authorized to do by Wisconsin law; and Whereas, the Contractee is engaged in furnishing the desired services; Now, therefore, the Contractor and the Contractee agree as follows: I. SERVICES TO BE PROVIDED. The Contractee agrees to provide services consistent with the purposes and conditions of the objectives that it has agreed to attain within the contract period. A detailed description of the objectives to be attained and the documentation associated with that attainment is part of this Contract Agreement as listed in Exhibits I and II, which are attached to this Agreement. The Contractee also agrees to provide to the Contractor documentation (as agreed to in negotiations with the Contractor) of the attainment ofthose objectives no later than 30 days after the end of the contract period or as specified in Exhibit II. II. CONTRACT ADMINISTRATION The Contractor's Contract Administrator is Susan Nelson of the Division of Public Health, whose principal business address is 200 N Jefferson St Suite 511, Green Bay WI 54301-5123. The telephone number of the Contractor's Contract Administrator is (920)448-5222. In the event its Contract Administrator is unable to administer this Contract Agreement, the Contractor will contact the Contractee and designate a new Contract Administrator. The Contractee's Contract Administrator is Paul Spiegel, whose principal business address is 215 Church Street, Oshkosh WI 54902-1130. The telephone number of the Contractee's Contract Administrator is (920)236-5031. In the event its Contract Administrator is unable to administer this Contract Agreement, the Contractee will contact the Contractor and designate a new Contract Administrator. III. PAYMENT LIMIT The Contractor agrees to pay the Contractee in accordance with the terms and conditions of this Contract Agreement, an amount not to exceed $21,442.00. This amount is contingent upon receipt of sufficient funds by the Contractor. The Contractor will not make payments in excess of the Contract Agreement amounts, with the exception of performance-based incentive funds pursuant to Section XXI. Perrormance LHD w/o CARS Report Pan Flu revised 8/07 '. ~ IV. PAYMENT PROCESS 1. Payments will be made on a monthly basis. The CoI1ractee will receive one-eleventh (1/ I I) of the total contract amount each month unless Contractee has failed to maintain quality criteria or proposed progress towards. achievement of Contract Agreement objectives as determined by the Contractor. In these situations, the Contractor can make reductions in the monthly payment pursuant to Section XVI. 2. All payments shall be released by the Department on the last business day before the fifth day of the month for municipalities, or the last business day of each month for non-municipalities, with the exception that the payment that would normally be released on the last working day of June shall be released instead on the first working day of July. Checks will be mailed to the Contractee's principal business address unless the Contractee requests, in writing, subject to approval, that the Department mail the checks to a different address. V. PROGRAM REPORTING 1. . The Contracteeshall comply with the program reporting requirements of the Contractor as specified during the negotiation process and as stated in Exhbits I and II of this Contract Agreement. The required reports shall be forwarded to the Contractor's Contract Administrator according to the schedule as specified in Exhibits I and II. 2. Failure to submit the reports specified in the reporting instruc1ions may result in the Contractor rendering sanctions pursuant to Section XVI of this contract. VI. STATE AND FEDERAL RULES AND REGULA TlONS 1. The Contractee agrees to meet State and Federal laws, rules and regulations, and program policies applicable to this Contract Agreement. . 2. The Contractee agrees to comply with Public Law 103-227, also known as the Pro-Children Act of 1994, which prohibits tobacco smoke in any portion of a facility owned or leased or contracted for by an entity which receives Federal funds, either directly or through the State, for the purpose of providing services to children under the age of 18. 3. Affirmative Action Plan/Civil Rights Compliance Affirmative Action Plans A. An Affirmative Action Plan is a written document that details an affimative action program. Key parts of an affirmative action plan are: (1) a policy statement pledging nondiscrimination and affirmative action employment, (2) internal and external dissemination of the policy, (3) assignment of a key employee as the equal q,portunity officer, (4) a workforce analysis that identifies job classifications where there is an under representation of women, minorities, and persons with disabilities, (5) goals must be directed to achieving a balanced workforce; specific and measuralie, having an implementation target date between six months and two years, and having a plan of action or description of procedures to implement the goals, (6) revision of employment practices to ensure that they do not have discriminatory effects, and (7)establishment of internal monitoring and reporting systems to regularly measure progress. B. An Affirmative Action Plan is required from a Contractee who receives a contract from the Contractor in the amount of $25,000 or more and who has a workforce oftwmty~five (25) or more employees as of the award date, unless the Contractee is exempt by criteria listed in the Wisconsin Office of Contract Compliance, Department of Administration's Instruction for Vendors Affirmative Action Requirements (DOA-302IP (R06/96) s. 16765, Wis. Stats.), page 2. Universities, other states, and local governments, except those of the State Performance LHD w/o CARS ReportPan Flu revised 8/07 2 " of Wisconsin who receive state or federal contracts over $25,000, must submit Affirmative Action Plans in the same manner as other Contractees. C. In addition, for agreements of twenty-five thousand ($25,000) or more, regardless of workforce size, the Contractee shall conduct, keep on file, and update amlually, a separate and additional accessibility self-evaluation of all programs and facilities, including employment practices for compliance with ADA regulations, unless an updated self evaluation under Section 504 of the Rehabilitation Act of 1973 exists which meets the ADA requirements. Contractees are to contact the Affirmative Action/Civil RiWts Compliance Office, Department of Health and Family Services, One West Wilson Street, Room 561, PO Box 7850, Madison WI 53707-7850, for technical assistance on Equal Opportunity. Civil Rights Compliance A. For agreements for the provision of services to clients, the Contractee must comply with Civil Rights requirements. Contractees with an annual workforce of less than twentyfive (25) employees, regardless of contract amount, and Contractees with contracts of less than $25,000 are !lot required to submit a Civil Rights Compliance Action Plan, however, they must submit a Civil Rights Compliance Letter of Assurance. Contractees with an annual workforce of twenty-five (25) employees or more and contract agreements of $25,000 or more shall submit a written Civil Rights Compliance Plan which covers a three-year period within fifteen (I 5) working days of the award date of the agreement or contract. B. The Contractee assures that it has submitted to the Contractor's Affirmative Action /Civil Rights Compliance Office a current copy of its three-year Civil Rights Compliance Action Plan for meeting Equal Opportunity Requirements under Title VI and VII of the Civil Rights Act of 1964, Section 503 and 504 of the Rehabilitation Act of 1973, Title VI and XVI of the Public Health Service Act, the Age Discrimination in Employment Act of 1967, the Age Discrimination Act of 1975, the Omnibus Reconciliation Act of 1981, the American with Disabilities Act (ADA) of 1990, and the Wisconsin Fair Employment Act. If the Plan was reviewed and approved during the previous year, a plan update must be submitted for this Contract Agreement period. I) No otherwise qualified person shall be excluded from participation in, be denied the benefits of, or otherwise be subjected to discrimination in any manner on the basis of race, color, national origin, sexual orientation, religion, sex, disability or age. This policy covers eligibility for and access to service delivery, and treatment in all programs and activities. All employees of the Contracee are expected to support goals and programmatic activities relating to nondiscrimination in service delivery. 2) No otherwise qualified person shall be excluded from employment, be denied the benefits of employment or otherwise be subjected to discriminaton in employment in any manner or team of employment on the basis of age, race, religion, sexual orientation, color, sex, national origin or ancestry, disability (as defined in Section 504 and the American with Disability Act of 1990), or association witha person with a disability, arrest or conviction record, marital status, political affiliation, or military participation, unfair honesty testing and genetic testing, and use or nOll use oflawful products outside of working hours. All employees of the Contactee are expected to support goals and rogrammatic activities relating to non- discrimination in employment. 3) The Contractee shall post the Equal Opportunity Policy, the name of the Equal Opportunity Coordinator and the Limited English Proficiency Coordimtor, and the discrimination complaint process in conspicuous places available to applicants and clients of services, and applicants for employment and employees. The complaint process will be according to the Contractor's standards and the Contractee shaD post the complaint process notice translated into the major primary languages of Perrormance LHD w/o CARS ReportPan Flu revised 8/07 3 the limited English Proficient (LEP) participants in their service area., The notice will announce the availability of free oral interpretation of services if needed. The Contractee shall not request interpretation services from family members, friends and minors. 4) The Contractee agrees to comply with the Contractor's guidelines in the State of Wisconsin Department of Workforce Development and Department of Health and Family Services, Affirmative Action, Equal Opportunity, Limited English Proficiency and Civil Rights Compliance Plan for Profit and Non-Profit Entities DWSD-14045 (R. 11/2003)) or subsequent revisions. 5) Requirements herein stated apply to any subcontracts or gmnts. The Contractee has primary responsibility to take constructive steps, as per the State of Wisconsin Department of Workforce Development and Department of Health and Family Services, Affirmative Action, Equal Opportunity, Limited English Proficiencyand Civil Rights Compliance Plan for Profit and Non-Profit Entities DWSD-14045 (R. 11/2003), to ensure the compliance of its subcontractors. However, where the Contractor has a direct contract with another Contractee's subcontractor, the Contractee need not obtain a Subcontractor or Subgrantee Civil Rights Compliance Plan or monitor that subcontractor. 6) The Contractor will monitor the Civil Rights Compliance of the Contractee. The Contractor will conduct reviews to ensure that the Contractee is ensuring compliance by its subcontractors or grantees according to guidelines in the State of Wisconsin Department of Workforce Development and Department of Health and Family Services, Affirmative Action, Equal Opportunity and Limited English Proficiency, Civil Rights Compliance Plan for Profit and Non-Profit Entities, DWSD- 14045 (R. 11/2003). The Contractee agrees to comply with Civil Rights monitoring reviews, including the examination of records and relevant files maintained by Contractee, as well as interviews with staff, clients, and applicants for services, subcontractors, providers, and referral agencies. The reviews will be conducted according to Department procedures. The Contractor will also conduct reviews to address immediate concerns of complainants. 7) The Contractee agrees to cooperate with the Contractor in developing, implementing and monitoring corrective action plans that result from complaint investigations or monitoring efforts. C. The Contractee agrees that it will: (I) hire staff with special1ranslation or sign language skills and/or provide staff with special translation or sign language skills training, or find qualified persons who are available within a reasonable period of time and who can communicate with limited or non-English speaking or speech or hearing-impaired clients at no cost to the client; (2) provide aids, assistive devices and other reasonable accommodations to the client during the application process, in the receipt of services, and in the processing of complaints or appeals; (3) train staff in human relations techniques, sensitivity to persons with disabilities and sensitivity to cultural characteristics; (4) make programs and facilities accessible, as appropriate, through outstations, authorized representatives, adjusted work hours, ramps, doorways, elevators, or ground floor rooms, and Braille, large print or taped information for the visually or cognitively impaired; (5) post and/or make available informational materials in languages and formats appropriate to the needs of the client population. Performance LHD w/o CARS ReportPan Flu revised 8/07 4 VII. SUBCONTRACTS 1. The Contractee may subcontract all or part of this Contract Agreementas agreed to during contract negotiation. The Contractor reserves the right of approval for any subcontracts and the Contractee shall report information relating to subcontracts to the Contractor. A change in a subcontractor or a change from direct service provision to a subcontract may only be executed with the prior written approval of the Contractor. In addition, Contractor approval may be rtX]uired regarding the terms and conditions ofthe subcontracts, and the subcontractors selected. Approval of the subcontractors will be withheld if the Contractor reasonably believes that the intended subcontractor will not be a responsible provider in terms of services provided, objectives to be attained, or required quality criteria. 2. The Contractee retains responsibility for fulfillment of all terms and conditions of this Contract Agreement when it enters into sub-contractual agreements and will be subject to enforcement of all the terms and conditions of this Agreement. . 3. Recoupment of Contractor payments to the Contractee fer failure to comply with either the attainment of contract objectives or the maintenance of quality criteria by either the Contracee or its subcontractor(s) will be made from the Contractee. VIII. GENERAL PROVISIONS 1. Any payments of monies to the Contractee by the Contractor for services provided under this Contract Agreement shall be deposited in a bank with Federal Deposit Insurance COIporation (hereinafter FDIC) insurance coverage. Any balance exceeding FDIC coverage must be collaterally secured. 2. The Contractee shall conduct all procurement transactions in a manner that provides maximum open and free competition. 3. The Contractee shall not engage the services of any person or persons concurrently employed by the State of Wisconsin, including any Department, commission or board thereof, to provide services relating to this Contract Agreement without the written consent of the employer ofsuch person or persons and of the Contractor. 4. This Contract Agreement is voidable if the Contractee is a state public official, a member of a state public official's immediate family, or an organization in which the official or immediate family member owns or controls at least 10% of the outstanding equity, voting rights, or outstanding indebtedness and failed to make the written disclosure required under sec. 19,45 Wis. Stats. This disclosure is required to be made to the State of Wisconsin Ethics Board, 44 East Washington Avenue, Suite 601, Madison W1 53703-2800, [Telephone (608) 266-8123]. 5. If the Contractee or any subcontractor is a corporation other than a Wisconsin corporation, it must demonstrate prior to providing services under this Contract Agreanent that it possesses a certificate of authority from the Wisconsin Secretary of State, and must have, and continuously maintain, a registered agent, and otherwise conform to all requirements of Chapters 180 and 181, Wisconsin Statutes; relating to foreign corporations. 6. The Contractee agrees that funds provided under this Contract Agreement shall be used to supplement or expand the Contractee's current public health service efforts, not to replace or allow for the release of available local (Contractee) funds for alternative uses. Ifthe Contractor determines that local funds supporting public health services or funds under this Agreement have been released for alternative uses (supplanting), the Contractee may be subject to a proportionate reduction in funding under this Agreement in the current or subsequent contract year. Performance LHD w/o CARS ReportPan Flu revised 8/07 5 " IX. ACCOUNTING REOUIREMENTS 1. For Contract Agreements of twenty-five thousand dollars ($25,000) or more, the Contractee shall maintain a uniform double entry, full accrual accounting sY1em and a financial management information system in accordance with Generally Accepted Accounting Principles. (See DHFS' Accounting Principles and Allowable Cost Policy Manual, available upon request from the Contract Administrator or from the Program Evaluation and Audit Section, Office of Strategic Financ~ Department of Health and Family Services, One West Wilson Street, PO Box 7850, Madison WI 53707-7850.) 2. For Contract Agreements of less than twenty-five thousand dollars ($25,000), the Contractee shall at least maintain a simplified double entry bookkeeping system as defined in the Department's Accounting Principles and Allowable Cost Policy Manual. 3. The Contractee's accounting system shall allow for accounting of total funds included in this Contract Agreement, and document that contract funds were not diverted outside of such set of programs. Diversion outside of the set of programs included in this Agreement will be subject to recoupment. 4. As an innovation involving Federal funds, the Department i; in the process of securing Federal agreement to the accounting reforms in this contract. Until such time as the Contractee receives fmal written notice from the Contractor that the Federal government has waived program specific cost based reporting requirements for all programs in this Contract Agreement, the Contractee shall maintain sufficient information within their accounting records to provide costbased information by program. The Contractee shall provide this information to the Contractor electronically, via the Web-based Grants and Contracts (GAC) application, upon request for statewide reconciliation; however, the Contractor will not request this information unless necessary to support the claiming of Federal funds. 5. If program specific cost information is requested under paragraph 4 above the Contractee shall provide the information within ninety (90) days after the end of the contract period. The Contractor will make the request in writing at least 30 days prior to the specified due date for alch information; will limit the breakdown ofthe information to what is required by the Contractor's funding sources and; will only request the information as of the end of the contract period for the full contract period. 6. The Contractee shall reconcile costs and match to expenses recorded in the Contractee's accounting or simplified bookkeeping system on an ongoing and periodic basis. The Contractee agrees that reconciliation will be completed at least quarterly, will be documented, and supplied to the Contractor upon request. The Contractee shall retain the reconciliation documentation in accordance with the record retention requirement specified in Section XIV. 7. Monthly submittals of expenditure reports onthe use of funds within this Contract Agreemenlare not required for contract payment purposes. 8. Nothing in this Section precludes the Contractee from keeping such information as needed for its internal managemerit purposes. 9. Expenditures of funds from this Contract Agreement must meet the DepartmentS allowable cost definitions as defined in the Department'sAccounting Principles and Allowable Cost Policy Manual. X. CHANGES IN ACCOUNTING PERIOD 1. The Contractee's accounting records are maintained on a fiscal year basis, beginning on the date indicated in the CARS Payment Information section of this contract. During the contract period, the accounting period may only be changed with prior written approval from the Contractor. The Contractor may approve a change in accounting period only-if the Contracteehas a substantial, Perfonnance LHD w/o CARS ReportPan Flu revised W07 6 verifiable business reason for changing the accounting period and agrees to submit a closeout audit, as defined in section (XII; 8), within 90 days after the first day of the new accounting period. 2. Proof of Internal Revenue Service approval shall be considered verification that the Contractee has a substantial business reason for changing its accounting period. 3. A change in accounting period shall not relieve the Contractee of reporting or audit requirements of this Contract Agreement. An audit meeting the requirements of this Agreement shall be submitted within 90 days after the first day of the start of the new accounting period for the short accounting period and within 180 days of the close of the new accounting period for the new {Eriod. For purposes of determining audit requirements, expenses and revenues incurred during the short accounting period shall be annualized. XI. PROPERTY MANAGEMENT REQUIREMENTS I. Property insurance coverage will be provided by the Contractee for fire and e}tended coverage of any equipment funded under this Contract Agreement which the Contractor retains ownership of, and which is in the care, custody and control of the Contractee. 2. The Contractor shall have all ownership rights in any hardware funded under his Contract Agreement or supplied by the Contractor and in any software or modifications thereof and associated documentation designed, developed or installed as a result of this Agreement. The Contractee is responsible for keeping all of Contractor's property secure from theft, damage or other loss. 3. The Contractee agrees that if any materials are developed under this Contract Agreement, the Contractor shall have a royalty-free, non-exclusive, and irrevocable right to reproduce, publish or otherwise use, and to authorize others to use, such materials. Any discovery or invention arising out of, or developed in the course of work aided by this Agreement, shall be promptly and fully reported to the Contractor. XII. AUDIT REQUIREMENTS 1. Requirement to Have an Audit: Unless waived by the Contractor, the Contractee shall submit an annual audit to the Contractor if the total amount of annual funding provided by the Contractor (from any and all of its Divisions taken collectively) through this and other contracts is $25,000 or more. In determining the amount of annual funding provided by the Contractor, the Contractee shall consider both: (a) funds provided through direct contracts with the Contractor; and (b) funds from the Contractor passed through another agency wlich has one or more contracts with the Contractee. 2. Audit Requirements: The audit shall be performed in accordance with auditing standards generally accepted in the United States of America, s.46.036, Wis. Stats., Government Auditing Standards, and other provisions in this Contract Agreement. In addition, the Contractee is responsible for ensuring that the audit complies with other standards that may be applicable depending on the type of Contractee and the nature and amount of financial assistance receved from all sources: . Federal OMB Circular A-B3 "Audits of States, Local Governments and Nonprofit Organizations," which applies only to Contractees that expend $500,000 fromall federal funding sources (this grant and other grants, direct or indirect, from this Contractor or another) during a Contractee's fiscal year. ~ The State Single Audit Guidelines (SSAG), which are applicable to local govemmentshaving A- 133 audits; and/or . The Provider Agency Audit Guide (PAAG). All Contractees that do not meet the requirements of the SSAG shall have audits in conformance with the PAAG. Perrormance LHD w/o CARS ReportPan Flu revised 8/07 7 3. Reporting Package: The Contractee shall submit to the Contractor a reporting package which includes the following: . A. financial statements and other audit schedules and reports required for the type of audit applicable to the Contractee. B. The Management Letter (or similar document conveying auditor's comments issued as a result of ):he audit) or written assurance that a Management Letter was not issued with the audit report. C. Management responses/corrective action plan for each audit issue identified in the audit. D. If program specific cost-based information is needed, the Contractor may require it as part of the reporting package. 4. Submitting the Reporting Package: The Contractee shill submit the required reporting package to the Contractor either: (a) within nine months of the end of the Contractee's fiscal year if the Contractee is a local government, or (b) within 180days of the end of the Contractee's fiscal year for non-governmental Contractee agencies. Two copies of the audit report must be sent to the Contractor at the following address: Attn: Audit staff Bureau of Intergovernmental Relations and Contract Management Division of Enterprise Services Wisconsin Department of Health and Family Services P.O. Box 7850 Madison, WI 53707-7850 5. Access to Auditor's Work Papers: When contracting with an audit firm, the Contractee shall authorize its auditor to provide access towork papers, reports, and other materials generated during the audit to the appropriate representatives of the Department. Such access shall include the right to obtain copies of the work papers and computer disks, or other electronic media, upon which records/working papers are stored. 6. Access to Contractee Records: The Contractee shall permit appropriate representatives of the Department and/or the Contractor to have access to the Contractee's records and financial statements as necessary to review Contractee's compliance with the Federal and State requirementsfor the use of the funding. 7. Failure to Comply with the Requirements of this Section: In the event that the Contractee fails to have an appropriate audit performed or fails to provide a complete audit report to the Contractor within the specified timefrmres, in addition to applying one or more ofthe sanctions available in Section XVI of this contract, the Contractor may: A. Conduct an audit or arrange for an independent audit oftheContractee and charge the cost of completing the audit to the Contractee; B. Charge the Contractee for all loss of Federal or State aid or for penalties assessed to the Contractor because the Contractee did not submit a complete audit repert within the required timeframe; and/or C. Disallow the cost of audits that do not meet these &andards. 8. Closeout Audits: A. A specific audit of an accounting period ofless than twelve (12) months is required when an agreement is terminated for cause, when the Contractee ceases operations or when the Contractee changes its accounting period (fiscal year). The purpose of the audit.is to Perrormance LHDw/o CARS Report Pan Flu revised 8/07 8 closeout the short accounting period. The required closeout audit may be waived by the Contractor upon written request from the Contractee, except when the agreement is terminated for cause. The required closeout audit may not be waived when an agreement is terminated for cause. B. The Contractee shall ensure that its auditor contacts the Contractor prior to beginning the audit. The Contractor, or its representative, shall have the opportunity to review the planned audit program, request additional compliance or internal control testing and attend any conference between the Contractee and the auditor. Payment of increased audit costs, as a result of the additional testing requested by the Contractor, is the responsilility of the Contractee. C. The Contractor may require a closeout audit that meets the audit requirement~ specified in XII, 2. above. In addition, the Contractor may require that the auditor annualize revenues and expenditures for the purposes of applying CMB Circular A-I33 and determining major Federal financial assistance programs. This information shall be disclosed in a note to th(: schedule of Federal awards. D. All other provisions in the Audit Requirements section apply to Closeout Audits unless in conflict with the specific Closeout Audits requirements. XIII. OTHER ASSURANCES 1. The Contractee shall notify the Contractor in writing, within thirty (30) days of the date payment was due of any past due liabilities to the Federal Government, State Government or treir agents for income tax withholding, FICA, Workers' Compensation, Unemployment Compensation, garnishments or other employee related liabilities, Sales Tax, Income Tax of the Contractee, or other monies owed. The written notice shall include the amount(s)owed, the reason the monies are owed, the due date, the amount of any penalties or interest, known or estimated, the unit of government toO which the monies are owed, the expected payment date and other related information. 2. The Contractee shall notify the Contractor, in writing, within thirty (30) days of the date payment was due, of any past due payment in excess of five hundred dollars ($500), orwhen total past due liabilities to anyone or more vendors exceed one thousand dollars ($1000), related to tre operation of this Contract Agreement for which the Contractor has reimbursed or will reimburse the Contractee. The written notice shall include the amount(s) owed, the reason the monies are owed, the due date, the amount of any penalties or interest, kncwn or estimated, the vendor to which the monies are owed, the expected payment date and other related information. Ifthe liability is in dispute, the written notice shall contain a discussion of facts related to the dispute and the information on steps being taken by the Contractee to resolve the dispute. 3. The Contractor may require written assurance at the time of entering into this Contract Agreement that the Contractee has in force and will maintain for the course of this Agreement employee dishonesty bonding in a reasonable amount to be determined by the Contractor. 4. J1te Contractee certifies that neither the Contractee organization nor any of its principals are debarred, suspended, or proposed for debarment for Federal fmancial assistance (e.g., Geneml Services Administration's List of Parties Excluded from Federal Procurement and Non-Procurement Programs). The Contractee further certifies that potential sub-recipients, contractors, or any of their principals are not debarred, suspended or proposed for debarment. XIV. RECORDS 1. The Contractee shall maintain such records (in either written or electronic form) as required by State and Federal law and as required by program policies. Records shall be retained for no less than th(~ retention period specified in law or policy. Records for periods which are under audit or subject to dispute or litigation must be retained until the audit, dispute or litigation, and any associated appeal periods, have ended. Performance LHD w/o CARS ReportPan Flu revised 8/07 9 .' 2. The Contractee will allow inspection of records and programs, insofar as is permitted by State and Federal law, by representatives of the Contractor and its authorized agents, and Federal agencies, in order to confirm the Contractee's compliance with the specifications of this Contract Agreement. 3. TheContractee agrees to retain and make available to the Contractor all program and fiscal records in accordance with the retention period specified in paragraph I above. Upon the Contractor's request, at the expiration of the Contract Agreement, the Contractee willtransfer at no cost to the Contractor, records regarding the individual recipients who received services from the Contractee under this Agreement. The transfer of records includes transfer of any record, regardless of media, if that is the only method under which records were maintained. 4. The Contractee and its subcontractors shall comply with all State and Federal confidentiality laws concerning the information in both the records it maintains and in any of the Contractor's records that the Contractee accesses to provide the services under this Contract Agreement. XV. AGREEMENT REVISIONS AND/OR TERMINATION 1. The Contractee agrees to re-negotiate with the Contractor this Contract Agreement or any part thereof in such circumstances as: · Increased or decreased volume of services as required by the Contractor; · Changes required by State and Federal law or regulations, or court action; or, · Increase or reduction in the monies available affecting the substance of this Agreement. Failure to agree to a re-negotiated Contract Agreement under these circumstances is cause for the Contractor to terminate this Agreement. . 2. This Contract Agreement can be terminated for any reason by a 3()'day written notice by either party . 3. Revision of this Contract Agreement may be made by Inltual agreement The revision will be effective only when the Contractor and Contractee attach an addendum or amendment to this Agreement, which is signed by the authorized representatives of both parties, except in circumstances in which increased caseload or grant award amount, where such increase in funds is for the same purpose as originally agreed upon, the Agreement may be amended by a unilateral amendment made by the Contractor. 4. The Contractee shall notify the Contractor whenever it is unable to prcwide the required quality or quantity of services required. Upon such notification, the Contractor shall determine whether such inability will require revision or termination of this Contract Agreement. 5. If the Contractor finds it necessary to terminate this Contract Agreement prior to the stated expiration date for reason other than non-performance by the Contractee, payment by the Contractor shall cease upon tenrtination. Termination of the contract does not nullify the recoupment of funds by the Contractor, per the negotiated Agreement, associated with failure to attain program objectives or the failure to maintain quality criteria. XVI. NON-COMPLIANCE, SANCTIONS AND REMEDIAL MEASURES I. If the Contractor determines, after notice to the Contractee and opportunity to respond, that the Contractee: · Is out of compliance with the program quality criteria as listed in Exhibit I, the Contractor may withhold part or all ofthe Contractee's funding at a level deemed appropriate by the Contractor as defined in paragraph 3 below. . Performance LHD w/o CARS ReportPan Flu revised 8/07 10 . . . Has not attained the negotiated objective(s) as listed in Exhibit II, the Contractee shall refund the amount designated in Exhibit II under Risk Profile. Recoupments will be collected during the subsequent contract year via an adjustment (decrease) in the CARS monthly payment. In such case where a Contractee is subject to recoupment and no longer holds a Contract Agreement with the Contractor, the Contractor will issue an invoice to be paid by the Contractee. The Contractor may also, at its sole discretion, effectuate such refunds by withholding money from future payments due the Contractee at any time during or after the contract period or.may recover such funds by any other legal means. 2. Failure to comply with any part of this Contract Agreement may be considered cause for revision, suspension or termination of this Agreement. Suspension includes withholding part or all of the payments that otherwise would be paid the Contracteeunder this Agreement, temporarily having others perform, and receive reimbursement for, the services to be provided under this Agreement and any other measure that suspends the Contractee's participation in the Agreement if the Contractor determines it is necessary to protect the interests of the State. 3. The Contractee shall provide written notice to the Contractor of all instances of non-compliance with the terms of program quality criteria associated with this Contract Agreement by itself or its subcontractors. Notice shall be given as soon as practicable but in no case later than 15 days after the Contractee became aware, or should have been aware, of the non-compliance. Non-compliance can also be determined by the Division of Public Health Regional Office Contract Administrater through on-site inspection or desk, review of documentation. The written notice shall include information on reason(s) for and effect(s) of the non-compliance. The Contractee shall provide the Contractor with a plan to correct the non- compliance and a timetable for the implementation of that plan to correct. The plan to correct must be approved by the Contractor. If at the end of the implementation period, the Contractee is found to still be out of compliance, the Contractor may, at its sole discretion, take whatever action it deems recessary to protect the interests of the State, including withholding part or all of the Contractee's funding, ifit reasonably believes that the non-compliance will continue or will reoccur. 4. The ContraCtee shall provide within 30 days after the end oftre contract period (or by the date specified in Exhibit II) to the Contractor via the Contract Administrator, the documentation specified in Exhibit II relating to attainment or failure to attain the objectives agreed to in this Contract Agreement. If any objective is not attained, the Contractor will determine, at its sole discretion, the proportion of non- attainment and will recoup from the Contracteean amount as defined by the Risk Profile identified in Exhibit II. Any degree of non-attainment, as judged by the sole discretion of the Contractor, shall be used by the Contractor in determining the conditions of any continuation of this Agreement. 5. If the Contractor determines that non-compliance with other requirements (not stated in Exhibit I or Exhibit II) in this Contract Agreement has occurred, or is occurring, it shall demand immediate correction of continuing non-compliance and it may impose whatever sanctions or remedial measures it deems necessary to protect the interests of the State. Such sanctims and measures may include termination ofthe Agreement, suspension of the Agreement as defined in paragraph 2 above, imposing additional reporting requirements and monitoring of subcontractors and any other measures it deems appropriate and necessary. 6. If audits are not submitted when due, the Contractor may take action pursuant to Section XII of this Contract Agreement. 7. If required program deliverables or other required information or reports, other than audits, are not submitted when due, the Controctor may withhold all payments that otherwise would be paid the Contractee under this Contract Agreement until such time as the reports and information are submitted. In addition, the Contractor can hold implementation of continuation of this Agreement peming submittal of this documentation; Performance LHD w/o CARS ReportPan Flu revised 8/07 I I XVII. DISPUTE RESOLUTION If any dispute arises between the Contractor and Contractee under this Contract Agreement, including the Contractor's finding of non-compliance and imposition of sanctions or remedial measure;, the following process will be the exclusive administrative review. 1. The Contractor's and Contractee's Contract Administrators will attempt to resolve the dispute, in coordination with the Division of Public Health Regional Office Director and appropriae program staff within the Division. 2. If the dispute cannot be resolved by the Contract Administrators, the Contractee may ask for review by the Administrator of the Division of Public Health. 3. Ifthe dispute is still not resolved, the Contracteemay reque;t a final review by the Secretary of the Department of Health and Family Services. . XVIII. INDEMNITY The Contractor and Contractee agree they shall be responsible for any losses or expenses (including costs, damages, and attorney's fees) attributable to the acls or omissions of their officers, employees or agents. XIX. SURETY BOND The Contractor may require the Contractee to have a surety bond. The surety bond shall be in force for the: period of the Contract Agreement and shall be a reasonable amount to be determhed by the Contractor. XX. CONDITIONS OF THE PARTIES' OBLIGATIONS 1. This Contract Agreement is contingent upon authorization of Wisconsin and United States law, and any material amendmeritor repeal of the same affecting relevant funding or authority of the Contractor shall serve to revise or terminate this Agreement, except as further agreed to by the parties hereto. 2. The Contractor and Contractee understand and agree that no clause, term or condition of this Contract Agreement shall be construed to supersede the lawful powers or duties of either party. 3. It is understood and agreed that the entire Contract Agreement between the parties is contained herein, except for those matters incorporated herein by reference, and that this Agreement supersedes all oral agreements and negotiations between the parties relating to the subject matter thereof. XXI. SPECIAL PROVISIONS 1. If the Contractor determines that the Contractee has exceeded the agreed upon program objective(s) to the level specified in Exhibit II, Conditions for an Incentive Payment, the Contractee may be eligible to receive performance-based incentive funds ifsuch funds are available as determined by the Contractor. 2. The Contractor may make these. incentive awards at its discretion based on the amount of avaihble incentive funding and the terms of agreement with the Federal agency(s) as to the distribution of such incentive funding. The awards will be made during the subsequent contract year via an adjustment (increase) in the monthly CARS payment. In such ca;e where a Contractee is eligible for an incentive payment and no longer holds a contract agreement with the Contractor, the Contractor will make a separate payment to the Contractee. The incentive funds must be expended by the Contractee within the subsequent contract or calendar year and can not be diverted outside of the set of programs defmed by this Contract Agreement or used for supplanting purposes. The Contractee shall report, in a manner specified by the Contractor, on how the Contractee expendedthese incentive funds. Perrormance LHD w/o CARS ReportPan Flu revised 8/07 12 3. To the extent allowed by law: · All funding recouped by the Contractor from the Contractee shall be held by the Contractor in a fund designated for use within the program area associated with the recoupment action. . These funds may be used to award other Contractees who have exceeded their objectives in that program, general funding of the program area to all Contractees via formula in the next contract period, general funding of the program for all Contractees during the current contract period, or returned to the Federal funding agency of that program. These funds cannot be used by the Contractor for their own operational costs. 4. If at the end of the contract year, the Contractee has attained its contract objectives and is in compliance with the quality criteria, it may retain any unspent funds from this Contract Agreement not expended during the contract year, except for unearned prepayments (advances). However, those funds must be expended in the current contract year or the conUact year immediately following and their use must fall within the program boundaries established under this Agreement. These retained funds cannot be diverted outside of the scope of this Agreement, the Local Public Health Department's budget, or used to supplant local public health tax levy levels. These funds shall be retained in a non-lapsing account for the sole use of the Local Public Health Department; these funds may not lapse to the general fund. The Contractee shall report how these funds were utlized, as specified in Section IX. . XXII. CONTRACT RENEWAL OPTIONS This contract can be renewed on an annual basis for up to two (2) one-year extensions with the mutual agreement of both the Contractor and Contractee. The objectives to be attained by program will be re- negotiated each year by the Contractor and Contractee, as well as documentation deliverables and risk conditions. Perrormance LHD w/o CARS ReportPan Flu revised 8/07 13 c' , . XXIII. TIMELY CONTRACT SIGNING This Contract Agreement becomes null and void if the time between the earlier dated signature and the later dated signature of the Contractee's and Contractor's Authorized Representative on this Agreement (or addendum) exceeds sixty (60) days inclusive of the two signature dates. 7' --/~- ~7 Date Contractor's Authorized Representati e Sheri Johnson, Ph.D., Administrator State Health .officer Division of Public Health, Department of Health and Family Services C;/Z?/07 Date CARS PAYMENT INFORMATION The information below is used by the DepartriJ.ent's Bureau of Fiscal Services, CARS Unit to facilitate the processing and recording of payments made under this Contract Agreement Agency Name Oshkosh Health Department Agency Number 472894 Agency Type 860 Contract Period September 1, 2007 through July 31, 2008 Contract Amount $21,442.00 Agency Fiscal Year January through December Profile ID# 155193 Pandemic Planning Amount $21,442.00 DPH Contract # 15785 CFDA #: Bioterrorism 93.283 Perrormance LHD w/o CARS Report Pan Flu revised 8/07 Contract Agreement Addendum: Exhibit I Program Quality Criteria Generally high program quality criteria for the delivery of quality and cost-effective administration of health care programs have been, and will continue to be, required in each public health program to be operated under the terms of this contract. This Exhibit contains only applicable quality criteria for this contract. 08/17/2007 10:40 AM DPH Grants and Contracts I Contract #: 15785 Contract Agreement Addendum: Exhibit I Agency: Oshkosh Health Department Contract Year': 2008 Program: Public Health Preparedness - Pandemic Influenza Program Quality Criteria I) Assessment and surveillance of public health to identify community needs and to support systematic, competent program planning and sound policy development with activities focused at both the individual and community levels. A) Contractees will periodically assess public health preparedness within their agency or consortium by having their members complete Division of Public Health (DPH) identified assessments or surveys. B) Contractees will annually conduct public health preparedness exercises and revise and update public health preparedness plans based on completed Exercise After Action Reports. C) Competency-based education of public health workers, clinicians, and others critical to public health preparedness should be planned and implemented based on needs identified through assessments and/or evaluations of performance. Contractees are required to continue to support preparedness education and training activities needed to successfully achieve targeted outcomes and preparedness goals. 2) Delivery of public health services to citizens by qualified health professionals in a manner that is family centered, culturally competent, and consistent with the best practices; and delivery of public health programs for communities for the improvement of health status. A) Contractees must support public health response functions in the context of National Incident Management System. In accordance with HSPD-5, NIMS provides a consistent approach for federal, state, tribal and local governments to work effectively and efficiently together to prepare for, prevent, respond to, and recover from domestic incidents, regardless of cause, size, or complexity. As a condition of receiving Public Health Emergency Preparedness cooperative agreement funds, Contractees agree to adopt and implement NIMS. In accordance with the eligibility and allowable uses ofthe cooperative agreement, Contractees are encouraged to direct FY 2006 funding towards activities necessary to implement NIMS. 3) Record keeping for individual focused services that assures documentation and tracking of client health care needs, response to known health care problems on a timely basis, and confidentiality of client information. A) There are no separate sub-criterion to this Quality Criteria Category. 4) Information, education, and outreach programs intended to address known health risks in the general and certain target populations to encourage appropriate decision making by those at risk and to affect policy and environmental changes at the community level. A) Contractees will regularly present to the media, public partners and other stakeholders information on their agency or consortium and the Public Health Preparedness Program in coordination with DPH program staff. 5) Coordination with related programs to assure that identified public health needs are addressed in a comprehensive, cost- effective manner across programs and throughout the community. A) Contractees will utilize the Public Health Information Network (PHIN) and the Health Alert Network (HAN) as appropriate, to include at minimum the Health Officer/Tribal Health Director, as these systems develop. B) Contractees will coordinate with other preparedness programs by participating in state, regional, tribal, and local public health preparedness meetings. 08/17/2007 10:40 AM DPH Grants and Contracts Contract #: 15785 Contract Agreement Addendum: Exhibit I Agency: Oshkosh Health Department Contract Year: 2008 C) Contractees will contribute to the development of a statewide system for public health emergency response that is coordinated, consistent and efficient. D) Contractees will demonstrate involvement in setting statewide goals, strategic direction, and priorities for the state public health preparedness program. E) Contracteees will assure the ability for the general public to be able to contact the local public health department/tribal agency 24 hours a day, 7 days a week. 6) A referral network sufficient to assure the accessibility and timely provision of services to address identified public health care needs. A) There are no separate sub-criterion to this Quality Criteria Category. 7) Provision of guidance to staff through program and policy manuals and other means sufficient to assure quality health care and cost-effective program administration. A) There are no separate sub-criterion to this Quality Criteria Category. 8) Financial management practices sufficient to assure accurate eligibility determination, appropriate use of state and federal funds, promp( and accurate billing and payment for services provided and purchased, accurate expenditure reporting, and, when required, pursuit of third-party insurance and Medical Assistance Program coverage of services provided. A) There are no separate sub-criterion to this Quality Criteria Category. 9) Data collection, analysis, and reporting to assure program outcome goals are met or to identify program management problems that need to be addressed. A) There are no separate sub-criterion to this Quality Criteria Category. 08/17/2007 10:40 AM DPH Grants and Contracts f Contract Agreement Addendum: Exhibit II Program Objectives (A) Contract Funds, Program/Objective Values, and Other Contract Details (B) Objective Details 08/17/2007 10:40 AM DPH Grants and Contracts Contract #: 15785 Contract Agreement Addendum: Exhibit I1(A) Agency: Oshkosh Health Department Contract Year: 2008 Contract Source of Funds Source Program Amount I Contract Amount I $21,442 Oshkosh Preparedness - Pandemic Influenza $21,442 Contract Match Requirements Program Amount Preparedness - Pandemic Influenza $0 Program Sub-Contracts Program Sub-Contractee Sub-Contract Amount Preparedness - Pandemic None Reported Influenza $0 08/17/2007 10:40 AM DPH Grants and Contracts 1 I' Contract #: 15785 Contract Agreement Addendum: Exhibit II(A) Agency: Oshkosh Health Department Contract Year: 2008 Preparedness - Pandemic Influenza Program Total Value $21,442 By July 31, 2008, City of Oshkosh Health Services Division will support pandemic influenza readiness by completing activities defined in the guidance from the Centers for Disease Control (CDC). $21,442 Total of Contract Objective Values $21,442 08/17/2007 10:40 AM DPH Grants and Contracts , . 't'/ Contract Agreement Addendum: Exhibit II(B) Contract #: 15785 Agency: Oshkosh Health Department Program: Public Health Preparedness - Pandemic Objective #: 1 of 1 Influenza Contract Year: 2008 Objective Value: $21,442 Objective: Primary Details Objective Statement By July 3 I, 2008, City of Oshkosh Health Services Division will support pandemic influenza readiness by completing activities defined in the guidance from.the Centers for Disease Control (CDe). Deliverable Due Date: 08/31/2008 Contract Deliverable (Evidence) A final report which documents the completion ofCDC defined requirements for pandemic influenza. Programs Providing Funds for this Objective Public Health Preparedness - Pandemic Influenza: $21,442 Agency Funds for this Objective: Data Source for Measurement Agency records Baseline for Measurement This objective builds on prior year efforts for continued planning with local and regional partners to respond to pandemic influenza. Context To assure continuity of services, this contract must be negotiated before Wisconsin receives grant guidance which will require specific activities. It is expected that there will be requirements related to exercising and target populations. Upon receiving guidance, the Division of Public Health will work collaboratively with representatives from local agencies to define requirements for this objective. Input Activities Objective: Risk Profile 100% I Corresponding Percentage Recoupment I I I I I I Corresponding Potential RecoupmentAmounts I I I I I I [~ L~ Definition of Percent Accomplished =::J Conditions of Eligibility for an Incentive I 08/17/2007 10:40 AM DPH Grants and Contracts