HomeMy WebLinkAboutDPH/Oshkosh Health Department 2011 DIVISION OF PUBLIC HEALTH
CONTRACT AGREEMENT
DPH CONTRACT#19631
Contract Preamble
This Contract Agreement is entered into for the period August 1,2011 through July 31,2012,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 Street, PO
Box 1130, Oshkosh, WI 5490-1130,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:
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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 of those 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 Lynn Hrabik of the Division of Public Health,whose principal
business address is One West Wilson Street,PO Box 2659,Madison WI 53701-2659. The telephone
number of the Contractor's Contract Administrator is(920)448-5058. 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.
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The Contractee's Contract Administrator is ,whae principal business address is 215 Church
Street,PO Box 1130,Oshkosh,WI 54902-1130. The telephone number of the Contractee's Contract
Administrator is(920)236-5031-1DIn 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$52,213. This amount is contingent upon receipt of sufficient funds
by the Contractor.
The Contractor will not make payments for costs in excess of the Contract Agreement amounts or for costs
incurred outside the contract period or for costs that are inconsistent with applicable State and Federal
allowable cost policies. The Contractor can make payments in excess of the Contract Agreement amounts
based on performance-based incentive funds pursuant to Section XXIII.
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IV. PAYMENT PROCESS
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
Contractor no 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 grant which are incorporated by
reference. See the Department's Allowable Cost Policy Manual.
C. The Contractee shall submit the request for reimbursement(DES F-80855)to the BFS/CARS Unit,
Department of Health Services, Division of Management and Technology,PO Box 7850,Madison WI
53707-7850,with one copy to the 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. If the Contractee has failed to maintain quality criteria or proposed progress towards achievement of
contract objectives as determined by the Contractor,the Contractor can make reductions in the monthly
payment pursuant to Section XVI.
F. All payments shall be released by the Department on the last business day before the fifth(5th)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
A. The Contractee shall comply with the program reporting requirements of the Contractor as specified
during the negotiation process and as stated in Exhibits 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.
B. Failure to submit the reports specified in the reporting instructions may result in the Contractor
rendering liquidated damages pursuant to Section XVI of this Contract 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.
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C. Affirmative Action Plan
I. An 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 balanced workforce,specific
and measurable,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.
2. 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 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.
3. 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 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 agreements for the provision of services to clients,the Contractee must comply with Civil
Rights requirements. Contractees with an annual workforce 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 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(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.
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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 of the Contractee 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 the Contractor's standards
and the Contractee shall post the complaint process notice translated into the major primary
languages of 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.
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 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 subcontractor.
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,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.
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 special translation 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.
VII.PRIVACY AND CONFIDENTIAL INFORMATION
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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.
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 all or part of this Contract Agreement as 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 required regarding the terms and conditions of the
subcontracts,and the subcontractors selected. Approval of the subcontractors will be withheld if the
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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.
B. 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.
C. Recoupment of Contractor payments to the Contractee for failure to comply with either the attainment
of contract objectives or the maintenance of quality criteria by either the Contractee or its subcontractor(s)
will be made from the Contractee.
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 Wis. 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 the 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.
X. ACCOUNTING REQUIREMENTS
A. For Contract Agreements of twenty-five thousand dollars($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 Audit Staff,Bureau of Intergovernmental Relations and Contract
Management,Division of Enterprise Services,Department of Health Services, PO Box 7850,Madison WI
53707-7850.)
B. 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 Allowable Cost
Policy Manual.
C. The Contractee's accounting system shall allow for accounting for individual grants,permit timely
preparation of expenditure reports(required by the Contractor as defined in Section IV),and support
expenditure reports submitted to the Contractor.
D. 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
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Contractee shall retain the reconciliation documentation in accordance with the records retention
requirement specified in Section XIV.
E. Expenditures of funds from this Contract Agreement must meet the Department's allowable cost
definitions as defined in the Department's Allowable Cost Policy Manual.
XI. CHANGES IN ACCOUNTING PERIOD
A. 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 Contractee has a substantial,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.
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 loss.
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 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
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.ssag.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.
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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.
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
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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.
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.
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 five hundred dollars($500),or when total past due liabilities to
any one or more vendors exceed one thousand dollars($1000),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 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 or 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 Contract Agreement.
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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. The
transfer of records includes transfer of any record,regardless of media, if that is the only method under
which records were maintained.
D. 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.
XVI. AGREEMENT REVISIONS AND/OR TERMINATION
A. The Contractee agrees to re-negotiate with the Contractor this Contract Agreement or any part thereof
in such circumstances as:
1. Increased or decreased volume of services as required by the Contractor;
2. Changes required by State and Federal law or regulations,or court action;or,
3. 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.
B. This Contract Agreement can be terminated for any reason by a 30-day written notice by either party.
C. Revision of this Contract 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 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.
D. The Contractee shall notify the Contractor whenever it is unable to provide 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.
E. If the Contractor fmds 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
termination.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.
XVII. NON-COMPLIANCE,LIQUIDATED DAMAGES AND REMEDIAL MEASURES
A. If the Contractor determines,after notice to the Contractee and opportunity to respond,that the
Contractee:
1. Is out of compliance with the program quality criteria as listed in Exhibit I,the Contractor may
withhold part or all of the Contractee's funding at a level deemed appropriate by the Contractor as
defined in paragraph 3 below.
2. 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.
Revised 11/09 Performance—w/CARS Reporting 10
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.
B. 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.
C. 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 Administrator 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 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 will continue or will reoccur.
D. The Contractee shall provide within 30 days after the end of the 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 Contractee an 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.
E. 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 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 2 above, imposing
additional reporting requirements and monitoring of subcontractors and any other measures it deems
appropriate and necessary.
F. If audits are not submitted when due,the Contractor may take action pursuant to Section XII of this
Contract Agreement.
G. If required program deliverables or other required information or reports,other than audits,are not
submitted when due,the Contractor 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 pending submittal of this
documentation.
XVIII. 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 liquidated damages or remedial measures,the
following process will be the exclusive administrative review.
Revised 11/09 Performance—w/CARS Reporting 11
A. 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 appropriate program staff
within the Division.
B. 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.
C. If the dispute is still not resolved,the Contractee may request a fmal review by the Secretary of the
Department of Health Services.
XIX. FINAL REPORT DATE
A. The due date of the fmal 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 Grant
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.
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.
XXII. CONDITIONS OF THE PARTIES' OBLIGATIONS
A. This Contract 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 Contract
Agreement shall be construed to supersede the lawful powers or duties of either party.
C. 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.
XXIII. SPECIAL PROVISIONS
A. To the extent allowed by law:
1. 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.
2. 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.
XXIV. CONTRACT RENEWAL OPTIONS
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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.
Revised 11/09 Performance—w/CARS Reporting 13
XXV. 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.
,66 F1?"//
Contractee's Authorized Representa vtY e Date
S gti 61e Milk I - 0,
Contractor's Authorized Representative Date
Sandra L. K.Breitborde,MA,MS
Deputy 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 Number 472894
Agency Type 260
Contract Period August 1,2011 through July 31,2012
Contract Amount $52,213
Profile ID# 155015 Amount $52,213
DPH Contract# 19631
Program Name: Public Health Emergency Preparedness and Response
Catalog of Federal Domestic Assistance Number#: 93-069 Public Health Emergency Preparedness
Revised 11/09 Performance—w/CARS Reporting 14