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HomeMy WebLinkAboutARRA Immunization and Vaccines 2009-2011 DIVISION OF PUBLIC HEALTH CONTRACT AGREEMENT ARRA IMMUNIZATION AND VACCINES FOR CHILDREN AND ADULTS Contract Preamble This Contract Agreement is entered into for the period September 1, 2009 through December 31, 2011, by and between the State of Wisconsin represented by its Division of Public Health of the Department of Health 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 St., PO Box 1130, 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 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, conditions and restrictions under which it receives funding. A detailed description of the services to be provided and Contractee's means of delivering them is part of this Contract Agreement as listed in the Agreement Addendum Exhibit(s), which is /are attached to and /or incorporated in this Agreement by reference. II. CONTRACT AGREEMENT ADMINISTRATION The Contractor's Contract Administrator is Susan Nelson whose principal business address is Division of Public Health, Northeastern Regional Office. The telephone number of the Contractor's Contract Administrator is (920) 448 -5231. In the event its Contract Administrator is unable to administer this Agreement, the Contractor will contact the Contractee and designate a new Contract Administrator. The Contractee's Contract Administrator is Jayne Tebon, whose principal business address is 215 Church St., PO Box 1130, Oshkosh WI 54902 -1130. The telephone number of the Contractee's Contract Administrator is (920) 236 -5035. In the event its Contract Administrator is unable to administer this Agreement, the Contractee will contact the Contractor and designate a new Contract Administrator. III. COST OF SERVICES The Contractor agrees to pay the Contractee for services provided in accordance with the terms and conditions of this Contract Agreement an amount not to exceed $12,501. This amount is contingent upon receipt of sufficient funds by the Contractor. DPH Standard 11/09 Page 1 of 15 The Contractor will not make payments for costs in excess of the Contract Agreement amounts or for costs incurred outside the Contract period. Further, the Contractor will not make payments for costs that are inconsistent with applicable state and federal allowable cost policies. IV. PAYMENT FOR SERVICES A. The Contractor, following execution of this Contract Agreement, shall pay to the Contractee one month's estimated operating expenses of the Contract amount for each of the first three months of this Agreement. If any prepayments are made, these prepayments may be recovered from future payments (see paragraph 2 below) due the Contractee under this Agreement if the Contractor determines that such prepayments are in excess of the Contractee's reported expenses. B. Payments will be made monthly based on expense reports submitted by the Contractee on the DES F -80855 CARS Expenditure Report. Claims for reimbursement of allowable costs shall be submitted to the Department not later than the fifteenth (15th) day of the month following the month in which costs are incurred. The Contractee shall report, by Contractor assigned profile number, all allowable costs plus any required matching funds stipulated in the reporting instructions for this Contract which are incorporated by reference. See DHS Allowable Cost Policy Manual. (Available from the Audit Section at address in Section XII) C. The Contractee shall submit the request for reimbursement (DES F- 80855) to the BFS /CARS Unit, Department of Health Services, Division of Enterprise Services, PO Box 7850, Madison WI 53707 -7850, with one copy to the Contractor Contract Administrator. Payments and reported expenses will be reconciled by the Department in accordance with state procedures. D. If the Contractor determines, after notice to the Contractee and opportunity to respond, that payments were made that exceeded allowable costs, the Contractee shall refund the amount determined to be in excess within 30 days of invoicing or notification by the Department. The Contractor may, at its sole discretion, effectuate such refund by withholding money from future payments due the Contractee at any time during or after the Contract period. The Contractor also may recover such funds by any other legal means. E. 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. The Department is planning to modify some aspects of its current payment mechanism so that in the future it can accommodate making payments via electronic funds transfer. V. PROGRAM REPORTING A. The Contractee shall comply with the program reporting requirements of the Contractor. The required reports shall be forwarded to the Contractor's Contract Administrator according to the schedule established by the Contractor. DPH Standard 11/09 Page 2 of 15 B. Failure to submit the program reports specified in the reporting instructions may result in the Contractor rendering liquidated damages pursuant to Section XVI of this Agreement. VI. STATE AND FEDERAL RULES AND REGULATIONS A. The Contractee agrees to meet state and federal laws, rules and regulations, and program policies applicable to this Contract Agreement. B. 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. C. Affirmative Action Plan 1. 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 work force of twenty -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-3021P (R06/96) s. 16765, Wis. Stats.), page 2. Universities, other states, and local governments, except those of the State of Wisconsin who receive state or federal contracts over $25,000, must submit Affirmative Action Plans in the same manner as other Contractees. 2. "Affirmative Action Plan" is a written document that details an affirmative 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 opportunity 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 balance work force, specific and measurable, having an implementation target date between six months an two years, have 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 measure progress regularly. 3. In addition, for contracts of $25,000 or more, regardless of work force size, Contractee shall conduct, keep on file, and update annually, 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 Rights Compliance Office, Department of Health Services, One West Wilson Street, Room 561, PO Box 7850, Madison WI 53707 -7850, for technical assistance on Equal Opportunity. D. Civil Rights Compliance 1. For contracts for the provision of services to clients, the Contractee must comply with Civil Rights requirements. Contractees with an annual work force of less than twenty -five (25) employees, regardless of contract amount, and Contractees with contracts of less than $25,000 are not required to submit a Civil DPH Standard 11/09 Page 3 of 15 Rights Compliance Action Plan; however, they must submit a Civil Rights Compliance Letter of Assurance. Contract agreements of $25,000 or more, Contractee shall submit a written Civil Rights Compliance Plan which covers a three -year period within fifteen (15) working days of the award date of the agreement or contract. 2. 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. 3. 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 Contractee are expected to support goals and programmatic activities relating to nondiscrimination in service delivery. 4. No otherwise qualified person shall be excluded from employment, be denied the benefits of employment or otherwise be subjected to discrimination 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 with a person with a disability, arrest or conviction record, marital status, political affiliation, or military participation, unfair honesty testing and genetic testing, and use or non -use of lawful products outside of working hours. All employees are expected to support goals and programmatic activities relating to non - discrimination in employment. 5. The Contractee shall post the Equal Opportunity Policy, the name of the Equal Opportunity Coordinator and the Limited English Proficiency Coordinator, 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 Contractor standards and post the compliant process notice translated into the major primary languages of the Limited English Proficient 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. 6. The Contractee agrees to comply with the Contractor's guidelines in the State of Wisconsin Department of Workforce Development and Department of Health 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. 7. Requirements herein stated apply to any subcontracts or grants. The Contractee has primary responsibility to take constructive steps, as per the State DPH Standard 11/09 Page 4 of 15 of Wisconsin Department of Workforce Development and Department of Health Services, Affirmative Action, Equal Opportunity, Limited English Proficiency and 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 Subgrantee. 8. 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 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, grantees, and referral agencies. The reviews will be conducted according to Department procedures. The Contractor will also conduct reviews to address immediate concerns of complainants. 9. The Contractee agrees to cooperate with the Contractor in developing, implementing and monitoring corrective action plans that result from complaint investigations or monitoring efforts. E. The Contractee agrees that it will: (1) hire staff with non - English language skills, 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 accurately, and effectively 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 process of complaint or appeals; (3) train staff in human relations techniques, sensitivity to persons with disabilities and cultural sensitivity /cultural competency; (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 material in languages and formats appropriate to the needs of the client population. VII. PRIVACY AND CONFIDENTIAL INFORMATION A. The Contractee shall not use Confidential Information for any purpose other than the limited purposes set forth in this Contract, and all related and necessary actions taken in fulfillment of the obligations thereunder. The Contractee shall hold all Confidential Information in confidence, and shall not disclose such Confidential Information to any persons other than those directors, officers, employees, and agents ( "Representatives ") who have a business - related need to have access to such Confidential Information in furtherance of the limited purposes of this Contract and who have been apprised of, and agree to maintain, the confidential nature of such information in accordance with the terms of this Contract. B. Contractee shall institute and maintain such security procedures as are commercially reasonable to maintain the confidentiality of the Confidential Information while in its possession or control including transportation, whether physically or electronically. DPH Standard 11/09 Page 5 of 15 C. Contractee shall ensure that all indications of confidentiality contained on or included in any item of Confidential Information shall be reproduced by Contractee on any reproduction, modification, or translation of such Confidential Information. If requested by the State, Contractee shall make a reasonable effort to add a proprietary notice or indication of confidentiality to any tangible materials within its possession that contain Confidential Information of the State, as directed. D. If requested by the State, Contractee shall return or destroy all Individually Identifiable Health Information and Personally Identifiable Information it holds upon termination of this Agreement E. Definitions used herein: 1. "Confidential Information" means all tangible and intangible information and materials accessed or disclosed in connection with this Agreement, in any form or medium (and without regard to whether the information is owned by the State or by a third party), that satisfy at least one of the following criteria: (i) Personally Identifiable Information; (ii) Individually Identifiable Health Information; (iii) non- public information related to the State's employees, customers, technology (including data bases, data processing and communications networking systems), schematics, specifications, and all information or materials derived therefrom or based thereon; or (iv) information designated as confidential in writing by the State. 2. "Individually Identifiable Health Information" means information that relates to the past, present, or future physical or mental health or condition of the individual, or that relates to the provision of health care in the past, present or future, and that is combined with or linked to any information that identifies the individual or with respect to which there is a reasonable basis to believe the information can be used to identify the individual. 3. "Personally Identifiable Information" means an individual's last name and the individual's first name or first initial, in combination with and linked to any of the following elements, if the element is not publicly available information and is not encrypted, redacted, or altered in any manner that renders the element unreadable: (a) the individual's Social Security number; (b) the individual's driver's license number or state identification number; (c) the number of the individual's financial account, including a credit or debit card account number, or any security code, access code, or password that would permit access to the individual's financial account; (d) the individual's DNA profile; or (e) the individual's unique biometric data, including fingerprint, voice print, retina or iris image, or any other unique physical representation, and any other information protected by state or federal law. VIII. SUBCONTRACTS A. The Contractee may subcontract part of this Agreement only with the prior written approval of the Contractor. In addition, the Contractor approval may be required regarding the award process, the terms and conditions of the 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 and costs billed. DPH Standard 11/09 Page 6 of 15 B. The Contractee retains responsibility for fulfillment of all terms and conditions of this Agreement when it enters into sub - contractual agreements and will be subject to enforcement of the terms and conditions of this Contract Agreement. IX. GENERAL PROVISIONS A. 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 Corporation (hereinafter FDIC) insurance coverage. Any balance exceeding FDIC coverage must be collaterally secured. B. The Contractee shall conduct all procurement transactions in a manner that provides maximum open and free competition. C. 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 of such person or persons and of the Contractor. D. 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 Stats. This disclosure is required to be made to the State of Wisconsin Government Accountability Board, 44 East Mifflin Street, Suite 601, Madison WI 53703 [Telephone (608) 266- 8123]. E. If Contractee or any subcontractor is a corporation other than a Wisconsin corporation, it must demonstrate prior to providing services under this Contract Agreement 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. F. The Contractee agrees that funds provided under this Contract Agreement shall be used to supplement/expand the Contractee's efforts, not to replace or allow for the release of available local (Contractee) funds for alternative uses. X. ACCOUNTING REQUIREMENTS A. For contracts of $25,000 or more, the Contractee shall maintain a uniform double entry, full accrual accounting system and a financial management information system in accordance with Generally Accepted Accounting Principles. (See DHS Allowable Cost Policy Manual, available upon request from the Contractor's Contract Administrator or from the Audit Section, Division of Enterprise Services, Department of Health Services, One West Wilson Street, PO Box 7850, Madison WI 53707 - 7850.) B. For contracts of less than $25,000, the Contractee shall at least maintain a simplified double entry bookkeeping system as defined in the Department's Allowable Cost Policy Manual. C. The Contractee 's accounting system shall allow for accounting for individual contracts or grants, permit timely preparation of expenditure reports (required by the Contractor as defined in Section IV), and support expenditure reports submitted to the Contractor. DPH Standard 11/09 Page 7 of 15 D. The Contractee shall reconcile costs reported to the Contractor for reimbursement or as 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 records retention requirement specified in Section XIV. XI. CHANGES IN ACCOUNTING PERIOD A. The Contractee's accounting records are maintained on a fiscal year basis, beginning on the date indicated on the CARS Payment Information section of this Contract Agreement. 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 Contractee has a substantial, verifiable business reason for changing the accounting period and agrees to submit a close -out audit, as defined in section (XII, 9), within 90 days after the first day of the new accounting period. B. Proof of Internal Revenue Service approval shall be considered verification that the Contractee has a substantial business reason for changing its accounting period. C. 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 period. For purposes of determining audit requirements, expenses and revenues incurred during the short accounting period shall be annualized. XII. PROPERTY MANAGEMENT REQUIREMENTS A. Property insurance coverage will be provided by the Contractee for fire and extended 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. B. The Contractor shall have all ownership rights in any hardware funded under this 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 Toss. C. 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 Contract Agreement, shall be promptly and fully reported to the Contractor. XIII. AUDIT REQUIREMENTS A. 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 DPH Standard 11/09 Page 8 of 15 provided through direct contracts with the Contractor; and (b) funds from the Contractor passed through another agency which has one or more contracts with the Contractee. B. 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, issued by the U.S. Government Accountability Office; and the Department of Health Services Audit Guide (www.ssaq.state.wi.us). 1. The audit shall also comply with the requirements in OMB Circular A -133 "Audits of States, Local Governments, and Non - Profit Organizations" if the agency meets the criteria for needing a federal single audit. C. Reporting Package: The Contractee shall send to the Contractor a reporting package which includes the following: 1. Financial statements and other audit schedules and reports required for the type of audit applicable to the Contractee. 2. The Management Letter (or similar document conveying auditor's comments issued as a result of the audit) or written assurance that a Management Letter was not issued with the audit report. 3. Management responses /corrective action plan for each audit issue identified in the audit. D. Sending the Reporting Package: The Contractee shall send one copy of the required reporting package to the Contractor either: (a) within nine (9) months of the end of the Contractee's fiscal year if the Contractee is a local government, or (b) within 180 days of the end of the Contractee's fiscal year for non - governmental Contractee agencies. Reports sent to DHS may be in either paper or electronic PDF format. Paper copies of audit reports may be sent to the following address: Attn: DHS Auditors Division of Enterprise Services Department of Health Services 1 West Wilson Street, Room 627 PO Box 7850 Madison WI 53707 -7850 Reports in PDF format may be sent to DHS Auditors at the following email address: DHSAuditors @Wisconsin.gov E. Access to Auditor's Work Papers: When contracting with an audit firm, the Contractee shall authorize its auditor to provide access to work 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. F. 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 requirements for the use of the funding. DPH Standard 11/09 Page 9 of 15 G. 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 timeframes, in addition to applying one or more of the liquidated damages available in Section XVI of this contract, the Contractor may: 1. Conduct an audit or arrange for an independent audit of the Contractee and charge the cost of completing the audit to the Contractee; 2. 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 report within the required timeframe; and /or 3. Disallow the cost of audits that do not meet these standards. H. Closeout Audits: 1. A specific audit of an accounting period of less 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 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. 2. 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 responsibility of the Contractee. 3. The Contractor may require a closeout audit that meets the audit requirements specified in XII, 2. above. In addition, the Contractor may require that the auditor annualize revenues and expenditures for the purposes of applying OMB Circular A -133 and determining major Federal financial assistance programs. This information shall be disclosed in a note to the schedule of Federal awards. 4. All other provisions in the Audit Requirements section apply to Closeout Audits unless in conflict with the specific Closeout Audits requirements. 5. Disallow the cost of audits that do not meet these standards. XIV. OTHER ASSURANCES A. 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 their 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 to which the monies are owed, the expected payment date and other related information. DPH Standard 11/09 Page 10 of 15 B. 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 $500, or when total past due liabilities to any one or more vendors exceed $1,000, related to the 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, known or estimated, the vendor to which the monies are owed, the expected payment date and other related information. If the 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. C. 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 Contract Agreement employee dishonesty bonding in a reasonable amount to be determined by the Contractor. D. The Contractee certifies that neither the Contractee organization nor any of its principals are debarred, suspended, or proposed for debarment for federal financial assistance (e.g., General 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. XV.RECORDS A. 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 the 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 /litigation, and any associated appeal periods, have ended. B. 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 Agreement. C. The Contractee agrees to retain and make available to the Contractor all program and fiscal records in accordance with the retention period specified in paragraph 1 above. Upon the Contractor's request, at the expiration of the Contract Agreement, the Contractee will transfer at no cost to the Contractor, records regarding the individual recipients who received services from the Contractee under this Agreement. D. The transfer of records includes transfer of any record, regardless of media, if that is the only method under which records were maintained. E. 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 Agreement. XVI. AGREEMENT REVISIONS AND /OR TERMINATION A. The Contractee agrees to renegotiate this Agreement or any part thereof in such circumstances as: DPH Standard 11/09 Page 11 of 15 1. Increased or decreased volume of services; 2. Changes required by State and Federal law or regulations, or court action; or 3. Reduction in the monies available affecting the substance of this Agreement. Failure to agree to a renegotiated Agreement under these circumstances is cause for the Contractor to terminate this Agreement. B. This Agreement can be terminated for any reason by a thirty (30) day written notice by either party. C. Revision of this Agreement may be made by mutual 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 contract 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. D. The Contractee shall notify the Contractor whenever it is unable to provide the required quality or quantity of services specified. Upon such notification, the Contractor shall determine whether such inability will require revision or termination of this Agreement. E. If the Contractor finds it necessary to terminate this Agreement prior to the stated expiration date for reason other than non - performance by the Contractee, actual costs incurred by the Contractee may be reimbursed for an amount determined by mutual agreement of both parties. Fiscal liabilities that the Contractor may have to its funding sources because of the Contractee's service performance or fiscal practices shall be a controlling factor in arriving at a reimbursement agreement. F. The Contractor reserves the right, upon careful examination, to reduce the total amount of the Contract Agreement due to significant under spending by the Contractee. All such Contract Agreement reductions will become effective upon thirty (30) days written notice to the Contractee and shall not relieve the Contractee of any programmatic requirements. XVII. NON - COMPLIANCE, LIQUIDATED DAMAGES AND REMEDIAL MEASURES A. 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 Contractee under 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. B. The Contractee shall provide written notice to the Contractor of all instances of non- compliance with the terms of this Agreement by itself or its subcontractors, including non - compliance with allowable cost provisions. Notice shall be given as soon as practicable but in no case later than thirty (30) days after the Contractee knows, or should have known, about the non - compliance. 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. At its sole discretion, DPH Standard 11/09 Page 12 of 15 the Contractor may take whatever action it deems necessary to protect the interests of the state, including withholding part or all of the Contractee's funding, if it reasonably believes that the non - compliance is continuing or will reoccur. C. If Contractor determines that non - compliance with the requirements in this Agreement has occurred, or is occurring, it shall demand immediate correction of continuing non - compliance and it may impose whatever liquidated damages or remedial measures it deems necessary to protect the interests of the state. Such liquidated damages and measures may include termination of the Agreement, suspension of the Agreement as defined in paragraph 1 above, imposing additional reporting requirements and monitoring of subcontractors and any other measures it deems appropriate and necessary. D. If audits are not submitted when due, the Contractor may take action as provided in section XII of this Agreement. E. If required statistical data, reports and other required information, other than audits, are not submitted when due, the Contractor may withhold all payments that otherwise would be paid the Contractee under this Agreement until such time as the reports and information are submitted. XVIII. DISPUTE RESOLUTION If any dispute arises between the Contractor and Contractee under this Agreement, including the Contractor's finding of non - compliance and imposition of liquidated damages or remedial measures, the following process will be the exclusive administrative review. A. The Contractor's and Contractee's Contract Administrators will attempt to resolve the dispute. B. If the dispute cannot be resolved by the Contract Administrators, the Contractee may ask for review by the Administrator of the Division in which the Contractor's Contract Administrator is employed, or if the Contract Administrator is the Administrator of the Division, by the Deputy Secretary of the Department. C. If the dispute is still not resolved, the Contractee may request a final review by the Secretary of the Department. XIX. FINAL REPORT DATE A. The due date of the final fiscal report shall be ninety (90) days after the Contract Agreement period ending date. B. Expenses incurred during the Contract Agreement period but reported later than ninety (90) days after the period ending date will not be recognized, allowed or reimbursed under the terms of this Contract Agreement. XX.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 acts or omissions of their officers, employees or agents. DPH Standard 11/09 Page 13 of 15 XXI. 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 determined by the Contractor. The amount of the bond shall be no Tess than the amounts of any pre - payments under this Agreement. XXII. CONDITIONS OF THE PARTIES' OBLIGATIONS A. This Agreement is contingent upon authorization of Wisconsin and United States law, and any material amendment or 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. B. The Contractor and Contractee understand and agree that no clause, term or condition of this Agreement shall be construed to supersede the lawful powers or duties of either party. C. It is understood and agreed that the entire 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. XXIII. SPECIAL PROVISIONS Not Applicable DPH Standard 11/09 Page 14 of 15 XXIV. TIMELY CONTRACT AGREEMENT 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. _ �3/ /S /O Cont ctee 's Authorized Representative signature Date aL/ ' /D Contrac s , nze •' - epresentative Date Seth Foldy, MD, '' State Health Officer and Administrator Division of Public Health Department of Health Services CARS PAYMENT INFORMATION The information below is used by the Department'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 CARS Number: 472894 Agency CARS Type: 160 Contract Period: September 1, 2009 through December 31, 2011 Contract Amount: $12,501 Profile ID# 71004 150/627 DPH Standard 11/09 Page 15 of 15 * * CORRECTED AWARD AMOUNT* * CONTRACT ADDENDUM Standard Terms and Conditions American Recovery and Reinvestment Act of 2009 Agency Name: OSHKOSH HEALTH DEPARTMENT 1. Notice of ARRA funding This award requires the recipient to complete projects or activities funded under the American Recovery and Reinvestment Act of 2009 (ARRA). The amount of the award of ARRA funds is $12,501. The Federal award number is 3H23IP522563 -07S2. The CFDA number for this award is 73.712. 2. Other Standard Terms and Conditions All other terms and conditions contained in applicable Department of Health Services- specific grant guidelines, administrative code, or other legal requirements apply unless they conflict with or are superseded by the following supplemental terms and conditions implementing the American Recovery and Reinvestment Act of 2009 (ARRA) requirements. 3. Registration with Central Contractor Registration (CCR) The recipient is required to register with the U.S. Federal Government Central Contractor Registration (ARRA Sec. 1512 (h)). The registration website is found at http: / /www.ccr.gov /. A valid Data Universal Numbering System (DUNS) number is required in order to register in CCR. Once registered, the recipient must provide the Department with the DUNS number used to register with CCR. 4. Reporting Recipients of ARRA funds must report quarterly on the use of the awarded funds, on the date and in the format required by the Department of Health Services. Data to be reported shall include but may not be limited to the following information: a. The total amount of ARRA funds received under this award; b. The amount of ARRA funds received under this award that were obligated or expended to projects or activities; c. The amount of unobligated award balances; d. A detailed list of all projects or activities for which ARRA funds under this award were obligated or expended, including: • The name of the project or activity; • A description of the project or activity; • An evaluation of the completion status of the project or activity; • For infrastructure investments made by local governments, the purpose, total cost, and rationale for funding the infrastructure investment with funds made available under this Act, and the name of the person to contact if there are concerns with the infrastructure investment. e. The names and total compensation of the five most highly compensated officers of the recipient, if the recipient received 80% or more of its annual gross revenues in Federal awards and $25 million or more in annual gross revenue from federal awards. f. Detailed information on any sub - awards (sub- contracts or sub- grants) made by the grant recipient including: (i) For any sub -award equal to or larger than $25,000, the following information: • The name of the entity receiving the sub - award; • The amount of the sub - award; • Program source; • An award title descriptive of the purpose of each funding action; • The location of the entity receiving the award; • The primary location of performance under the award, including the city, State, congressional district, and country; and • A unique identifier of the entity receiving the award and of the parent entity of the recipient, should the entity be owned by another entity. • The names and total compensation of the five most highly compensated officers of the company, if it received 80% or more of its annual gross revenues in Federal awards and $25 million or more in annual gross revenue from federal awards. (ii) For any sub - awards made to individuals or for less than $25,000, reporting may be made in the aggregate. g. Recipients must account for each ARRA award and sub -award (sub -grant and sub - contract) separately. Pooling of ARRA award funds with other funds is not permitted. (ARRA sec. 1512, Federal Funding Accountability and Transparency Act of 2006, Public Law 109 -282) 5. Job Reporting Recipients of the ARRA funds must report the number of jobs retained by the project or activity not later than 9 days before the end of each calendar quarter. The State of Wisconsin shall make forms available for the collection of job reporting data to the recipient. (ARRA Sec. 1512) 6. JobCenterOfWisconsin.com The recipient shall post all Wisconsin job openings created by ARRA- funded state contracts on the JobCenterOfWisconsin.com website (Executive Order #278). 7. Buy American - Use of American Iron, Steel, and Manufactured Goods The recipient may not use any funds obligated under this award for the construction, alteration, maintenance, or repair of a public building or public work unless all of the iron, steel, and manufactured goods used in the project are produced in the United States unless the head of the Federal department and agency providing the funds waives the application of this provision or another exception applies. (ARRA Sec. 1605) 8. Wage Rate Requirements Subject to further clarification issued by the Office of Management and Budget, and notwithstanding and other provision of law and in a manner consistent with other provisions of ARRA, all laborers and mechanics employed by contractors and subcontractors on projects funded in whole or in part by ARRA funds pursuant to this award shall be paid wages at rates not Tess than those prevailing on projects of a character similar in the locality as determined be the Secretary of Labor in accordance with subchapter IV of chapter 31 of title 40, United States Code. With respect to the labor standards specified in this section, the Secretary of Labor shall have the authority and functions set forth in Reorganization Plan Numbered 14 of 1950 (64 Stat. 1267; 5 U.S.C. App.) and section 3145 of title 40, United States Code. (ARRA Sec. 1606) 9. Time Limits on Use of Funds Recipient shall comply with program schedule and performance objectives specified by the Department of Health Services, in addition to the expected start and completion dates of projects funded by the ARRA (ARRA Sec. 1602). 10. Disclosure of Fraud or Misconduct The recipient shall promptly identify or report any credible evidence that a principal, employee, agent, contractor, sub - recipient, subcontractor, or other person has submitted a false claim under the False Claims Act or has committed a criminal or civil violation of laws pertaining to fraud, conflict of interest, bribery, gratuity, or similar misconduct involving ARRA funds (False Claims Act 31 U.S.C. sec. 3729 -3733) (ARRA Sec. 1553). 11. Whistleblower Protections The recipient is prohibited from demoting, discharging, or otherwise discriminating against an employee as retaliation for disclosing what the employee reasonably believes to be gross mismanagement or misconduct of ARRA funds under the contract or subcontract to the appropriate Federal, State, or other supervisory authority. Any employer receiving covered funds shall post notice of the rights and remedies provided to employees under this section (ARRA Sec. 1553). 12. Access to Records and Employees The recipient shall provide the Department of Health Services or the Department's authorized representative with access to the recipient's records related to obligations and use of funds made available in this Act. 13. Contract Provision on Authority of the U.S. Comptroller General The recipient shall include the following provision in any contracts awarded by the recipient using ARRA funds: The U.S. Comptroller General and his representatives are authorized: (1) to examine any records of the contractor or any of its subcontractors, or any State or local agency administering such contract, that directly pertain to, and involve transactions relating to, the contrast or subcontract; and (2) to interview any officer or employee of contractor or any of its subcontractors, or of any State or local government agency administering the contract, regarding such transactions. (ARRA Sec. 902) 14. Authority of Federal Inspector General The recipient shall allow any representatives of the Inspector General of a federal department or agency to: (1) Examine any records of the recipient, its subcontractors, dr subgrantees, that pertain to and involve transactions relating to the grant, subcontract, or subgrant; and (2) Interview any officer or employee of the recipient, subcontractor, or subgrantee regarding such transactions. Nothing in this section shall be interpreted to limit or restrict in any way any existing authority of an Inspector General. (ARRA Sec. 1515(b)) 15. Noncompliance Recipients of funds made available under the ARRA are subject to all the terms and conditions of this addendum. If the recipient materially fails to comply with the terms and conditions of the award, the awarding agency may take appropriate action, which may result in the suspension or termination of both the agreement and recovery of the funds awarded, and any other remedies available at law.