I IOKLAHOMA STATE DEPARTMENT OF HEALTH CREATING A STATE OF HEALTH CONTRACT BETWEEN THE OKLAHOMA STATE DEPARTMENT OF HEALTH AND THE OKLAHOMA TOBACCO SETTLEMENT ENDOWMENT TRUST (T SET) Thus contract is entered into between the Oklahoma State Department of Health hereinafter referred to as the OSDH, by Virtue of the authority vested in it by Title 74 3 Section 581 and the Oklahoma Tobacco Settlement Endowment Trust (TSET) hereinafter referred to as the Contractor or TSET Purpose The purpose of this contract is to collaborate With TSET to develop a Certi?ed Healthy Community Grant Program With the Certi?ed Healthy Communities (CHC) standards The grant program Will prowde incentives for organizmg, implementing policy Initiatives, and developing community partnerships that address identi?ed local health Issues Contract Period This contract shall begin on date of award and terminate one year after This contract has an option to renew for two additional one?year periods Renewal shall be based on the needs of the OSDH, the Contractor?s performance and the availability of funds Funding The OSDH shall have available to pay the Contractor a maXImum of $3,500,000 00 for the sewices prowded during the life of the contract The estimated TSET expenditure amount for the ?rst year shall be $1 ,170,000 and the estimated expenditure amounts for the ?rst and second renewal periods are $1,170,000 and $1,160,000 respectively in accordance With the attached itemized budget (Attachment A) Final approval of the renewal amounts be at the sole discretion of the OSDH Contractor Relationship In accordance With the Office of Management and Budget (OMB) Circular A-133, the relationship between the OSDH and the Contractor for this contract is that of a vendor Contract Amount/Payment Terms In consrderation of the sewices set forth in this contract and upon execution of this contract, the request of the Contractor and the receipt of an inv0ice from the Contractor, the OSDH agrees to issue a pro forma payment to the Contractor not to exceed $3,500,000 00 The Contractor shall expend the cash balance created by said pro forma payment during the three years of the contract Without seeking reimbursement from the OSDH Upon execution of the renewal options, a reconciliation report indicating itemized expenditures made by TSET and the ending cash balance for the preceding contract period shall be submitted to OSDH by TSET wrthin thirty (30) days Certi?ed Healthy Communities 2011 1 after the end of the contract perIod After analySIs of the reconCIlIatIon report by OSDH, cash balances related to the budget for any year of the contract and remaInIng at the end of saId year of the contract WIll be refunded, upon request, to OSDH Repayment of the cash balance we refund may be waIved by the ertten agreement of both partIes upon renewal of thIs contract for the subsequent contract perIods, however, repayment of any remaInIng cash balance at the end of the mm and ?nal perIod of the contract WIll not be waIved DutIes of the Contractor 1 Develop grant crIterIa/gwdance for the In collaboratIon WIth the OSDH that prowde IncentIves for communItIes to apply for becomIng a CertIerd Healthy CommunIty, Implement local that prowde opportunItIes for the adoptIon of healthy behawors, and create system level change for the Improvement of health outcomes 2 Comlee commumty grant applIcatIon scores and award local grants to local communItIes 3 Valrdate the Implementation of local polIcy or InItIatIves by awarded communItIes 4 Develop crIterIa for the approprIate use of grant funds to ensure all funds are placed back Into health pollcres and InItIatIves for the commumty DutIes of the OSDH 1 Over the three year penod, In accordance mm the maXImum amounts for each contract perIod and the payment terms stated above, prowde to the Contractor a total of 3 5 In fundIng 2 TSET In the development of grant crIterIa 3 TSET In awardIng the grants, valIdatIng ImplementatIon of polIcy and InItIatIves and ensurIng funds are approprIately reInvested In health 4 Prowde technIcal support to commumty grant awardees through TurnIng P0Int FIeld Consultants and/or county health department health educators, ensurIng communItIes Implement grant goals and ObjeCtIVeS related to Improvement of health outcomes and assIstIng commumty partnershIps In addressmg system level changes that Impact populatIon-WIde health behavrors GENERAL TERMS AND CONDITIONS Access to Records Regulrements The Contractor agrees to maIntaIn reqUIred records and supportan documentatIon, for vaIIdatIon of costs bIlled to the OSDH for seven years from the endIng date of the contract The Contractor also agrees to allow the State AudItor's Of?ce, GAO, the Oklahoma Department of Central SerVIces, the OSDH, or theIr authorlzed representatwes access to the records, books, documents, accountIng procedures, practIces or any Items of the serVIce prowder relevant to We contract for purpose of audIt and examInatIon The CertI?ed Healthy CommunItIes 2011 2 Contractor further agrees to assure appropriate access by the aforementioned parties to any su bcontractor's assoc1ated records If any litigation, claim, negotiation, audit or other action involvmg the records has been started before the expiration of the seven-year period, the records must be retained until completion of the action and resolution of all issues, which arise from it, or until the end of the regular seven-year period, whichever is later Amendments Any modi?cations or amendments to this contract shall be in writing, dated and executed by both the Contractor and the OSDH Anglicable Law This contract shall be governed in all respects by the laws of the State of Oklahoma Accignment and Delegation If the Contractor cannot perform the services as identi?ed in this contract, in Whole or in part, the Contractor Will be responSIble for subcontracting the sewices or making alternative arrangements for the provi5ions of the services The Access to Record clause as stated above shall be included in any subcontract The Contractor Will be liable for all additional costs and expenses arising from such subcontract or substitution to cover performance The subcontracting of services shall not relieve the Contractor of any responSIbility for performance under this contract Cancellation Clause This contract shall be in force until the expiration date, or until 30 days after written notice has been given by either party of its decire to cancel Without cause Noti?cation of cancellation shall be by Certi?ed Mail to the busmess address of record In the event this contract is canceled by either party, TSET shall repay any existing cash balance The OSDH shall not be responSible for absorbing the cost of unreasonable or unnecessary expenditures incurred after receipt of the cancellation notice Certi?cation Regarding Debarment, Susgension, Proposed for Debarment, or Declared Inelig?ale for Award of Contracts hwy Federal or State Agency By Signing the contract, the Contractor attests and assures that no employee or any of its principals performing hereunder 1 are presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any Federal agency, 2 have Within a three year period of this offer, been convicted of or had a Civil Judgment rendered against them for commiSSion of fraud or a criminal offense in connection With obtaining, attempting to obtain, or performing a public (Federal, State, or local) contract or subcontract, Violation of Federal or State antitrust statutes relating to the submission of offers, or commissmn of embezzlement, theft, forgery, bribery, faISI?cation or destruction of records, making false statements or receivzng stolen property 3 have, Within a three year period preceding this offer, had one or more contracts terminated for default by any Federal, State or local entity Certi?ed Healthy Communities 2011 3 4 are presently Indicted for, or otherwise criminally indicted, or charged by a governmental entity any of the offenses enumerated above In this section Contact Persons For the purposes of this contract, all contacts with the Contractor shall be directed to its representative Tracey Strader at telephone number (405) 525-8738 For purposes of this contract, all contacts With the OSDH shall be directed to Its representative VaLauna Grissom at telephone number (405) 271-4200 or her de3ignee Contract Monitoring Plan As a vendor With the OSDH, your contract Will be monitored to insure With the Terms and Conditions outlined in this contract Typical monitoring activities may include Contractor srte visits, review of contractually requwed deliverables, inv0ice review, and veri?cation of licensure and/or insurance reqmred and other monitoring activities All communications related to this contract be between the Contractor?s Contact Person and the OSDH Contract Monitor The OSDH Contract Monitor for this contract is VaLauna Grissom Oklahoma State Department of Health 1000 NE 10*? Street Oklahoma City, OK 73117-1299 Relation to the 05M The Contractor is in all respects an independent Contractor and is neither an agent nor an employee of the OSDH Neither the Contractor nor any of its of?cers, employees, agents, or members shall have authority to bind the OSDH nor are they entitled to any of the bene?ts or worker?s compensation provided by the OSDH to its employees Entire Agreement This contract, including referenced attachments, represents all the terms and conditions agreed upon by the parties No other understandings or representations, oral or otherwise, regarding the subject matter of this contract shall be deemed to eXIst or to bind any of the parties hereto Eguipment and Other Purchases It is understood that no items of equipment, property or other capital purchases shall be reimbursed under the provisrons of this contract EqUIpment is de?ned as an article of non-expendable, tangible personal property haying a useful life of more than one year and an achiSItion cost, which equals $2,500 or more or more except for telecommunications and electronic information technology applications For these items the acquismon cost is $500 00 Certi?ed Healthy Communities 2011 4 Event of Default In the event the Contractor falls to meet the terms and condItIons of We contract or faIls to prowde serVIces In accordance mm the prOVlSIonS of the contract, the OSDH, at Its sole discretion, may by ertten notIce of default to the Contractor, cancel thIs contract CancellatIon due to default shall not be an excluswe remedy, but shall be In addItIon to any other rIghts and remedIes prowded for by law In the event a NotIce of CancellatIon IS Issued, the Contractor shall have the to request a reVIew of such as prowded by the rules and regulatIons promulgated by the State of Oklahoma Department of Central SerVIces, Central Purchasmg Cancellatron under the clause provrdes exceptIon to standard cancellatIon clause of thIrty (30) days notIce Failure to Comply Statement The Contractor shall be subject to all applIcable state and federal laws, rules and regulatrons, and all amendments thereto The Contractor agrees that should It be In noncompllance, the contract may be suspended or canceled In part or In whole ComplIance WIth the reqUIrements shall be the of the Contractor, WIthout reIIance on or dIrectIon by the OSDH Force MaIeure The Contractor shall not be lIabIe for any damages from any delay In delIvery or farlure to we notIce of delay that dIrectly or IndIrectly results from the elements, acts of God, delays In transportatIon, or delays In delIvery by any cause beyond the reasonable control of the Contractor Intergovernmental Clause The Contractor certIers that the serVIces prowded under the contract are authorIzed In the normal course of the Contractor's agency busmess and that the IndIVIduals prodeng serVIces are employees of the Contractor?s agency and that those employees possess the expertIse necessary to ful?ll the requIrements of thIs agreement A properly completed, pro forma Inv0Ice must be sumetted WIthIn 30 days of the executIon of this contract, or, WIthIn thIrty (30) days of the executIon of any authorIzed renewal perIod of thIs contract and Include the followmg Items 1 Name, address and FEI number of the Contractor 2 lnv0Ice date 3 PerIod covered by Inv0Ice 4 Purchase order number The Invalce shall be sumetted to OKLAHOMA STATE DEPARTMENT OF HEALTH Of?ce of the ChIef OperatIng Of?cerNaLauna GrIssom 1000 NE 10 Street Oklahoma CIty, Oklahoma 73117-1299 The State of Oklahoma has 45 days from presentatIon of a proper Invorce to Issue payment to the Contractor CertI?ed Healthy CommunItIes 2011 5 Mandatory Reggirements The use of the terms ?shall," ?must? or ?Will? (except to indicate Simple futurity) in this contract indicate a mandatory requirement or condition The word ?should? or ?may? In this contract indicates deSIrabIe attributes of conditions and are permisswe In nature Oklahoma Taxpayer and Citizen Protect_ion Act of 2007 By Signing the solicitation, the Contractor warrants and attests its employees and all proposed subcontractors are in compliance the Federal Immigration and Nationality Act (FINA) and all other Federal and State laws and regulations related to the immigration status of employees The Contractor shall obtain statements from all proposed subcontractors certifying compliance With this reqwrement and shall furnish cepies of the statements with their Contract These warranties shall remain in effect through the entire term, including all renewal periods, of the Contract All contractors or subcontractors are prohibited by State law from entering into a contract a public employer for the phy5ical performance of serwces within this state unless the contractor or subcontractor registers and participates in the Status Verification System to verify information of all new employees The Status Veri?cation Seryice System is de?ned in 25 ?1312 and includes but is not limited to the free Employment Verification Program (EEV) available at gov/E-Verify Other Certi?cations The Contractor certi?es compliance with the of Titles VI and VII of the 1984 CIVII Rights Act and Section 504 of the Rehabilitation Act 1973, the Age Discrimination Act of 1975, the Hatch Act, the Pro Children Act of 1994, Drug Free Workplace Act of 1988, the American With Disabilities Act of 1990, Title IX or the Education Amendments of 1972, 31 Section 1352, Public Law 105?78, and the Single Audit Act of 1984, as applicable Procurement Integrity The Contractor certi?es they have not entered into this contract With this or any other Oklahoma state agency that would result in a substantial duplication of the SBNICBS or duplication of the end product rendered by the Contractor or its employees Protecti_ng and Securing Protected Health Information To the extent the Health Insurance Portability and Accountability Act of 1996 is applicable to this contract, Contractor, its of?cers and employees (collectively, ?Organization?) and Oklahoma State Department of Health together known as the ?Parties", agree as follows The Parties acknowledge that they may have or obtain access to con?dential protected health information includmg but not limited to indiwdually identi?able health information The Parties may use PHI solely to perform their respective duties and under the contract and only as prowded in the contract The Parties acknowledge and agree that PHI IS con?dential and shall not be used or disclosed, in whole or in part, except as prowded in the contract or bylaw Specifically, The Parties agree they will Certified Healthy Communities 2011 6 (further disclose PHI except as permitted in the contract or as reqwred by law, and In such case, disclose only the minimum necessary, protect and safeguard from any oral and written disclosure all con?dential information, regardless of the types of media on which it is stored, With which the Parties may come in contact, use appropriate safeguards to prevent use or disclosure of PHI other than as permitted by the contract or as reqUIred by law, ensure that all of Its subcontractors, vendors, and agents to whom it prowdes PHI pursuant to the terms of the contract, shall agree to all of the same restrictions and conditions to which the Parties are bound, each Party shall report to the other Party any unauthorized use or disclosure immediately upon becoming aware of such unauthorized use or disclosure and mitigate any harmful effects known to the Parties of a use or disclosure made in Violation of the contract, each Party shall indemnify and hold the other Party harmless from all claims, costs, and damages arismg out of or in any manner related to the disclosure of any PHI or to the breach by either Party of any obligation related to PHI. safeguards PHI in accordance With the requirements of 45 CFR 164 302? 318, make PHI available in accordance With 45 CFR 164 524, make PHI available for amendment and incorporate any amendments to PHI in accordance With 45 CFR 164 526, make the information reqUIred to prowde an accounting of disclosures available in accordance With 45 CFR 164 528, make its internal practices, books, and records related to the use and disclosure of PHI received from or created or received by one party on behalf of the other available to the Secretary of Health and Human Serwces, governmental of?cers and agenCies, and OSDH for the purpose of determining compliance With 45 CFR 164 500-534, upon termination of the contract, return or destroy all PHI, if feaSIble, received from or created or received by each Party on behalf of the other Party which the Parties maintain in any form, and retain no copies of such information If such return or destruction is not feaSIble, the Parties Will extend the precautions of the contract to the Information and limit further uses and disclosures to those purposes that make the return or destruction of the information infeaSIbIe, and comply With all applicable laws and regulations related to privacy and security, speCIfically including, but not limited to, HIPAA The Parties agree to abide by any determination made by OSDH as to the applicability of HIPAA in regard to any obligation or duty recognized, identi?ed or performed by Organization pursuant to this contract The Parties recognize that any breach of con?dentiality or misuse of information may result in the termination of the contract and/or legal action Said termination may be immediate and need not comply With any termination in the parties? contract The Parties further recognize that a disclosure or improper use of PHI may subject the Parties to liability for their wrongful Certi?ed Healthy Communities 2011 7 conduct Except as otherwise limited in the contract, the Parties may use or disclose PHI to perform the functions, actiwties, and sewices for, or on behalf of, the other Party as speci?ed in the contract, provided that such use or disclosure would not Violate applicable HIPAA provismns if done by such other Party Statement of and Liability The parties intend that each shall be responsible for its own intentional and negligent acts or to act The OSDH and the Contractor shall be responSIble for the acts and to act of its of?cers, and employees while acting within the scope of their employment according to the Governmental Tort Claims Act, Title 51, 0 2001, ?151 et seq The Contractor shall be responSIble for any damages or personal injury caused by the negligent acts or omisSIons to act by its of?cers, employees, or agents acting within the scope of their authority or employment It is the express intention of the parties hereto that this agreement shall not be construed as, or given the effect of, creating a venture, partnership or af?liation or association that would otherwise render the parties liable as partners, agents, employer-employee or otherwise create any jOlnt and several liability Travel and Related Expenses All travel expenses incurred by the Contractor that are associated With the execution of this contract shall be performed at no additional cost to the OSDH Unavailability of undirtq In the event state or federal funds used to support this contract become unavailable, either in full or in part, due to reductions in appropriations, the OSDH may terminate or reduce the contract upon notice in writing to the Contractor by certi?ed mail The OSDH shall be the ?nal authority as to the availability of funds The effective date of such contract termination or reduction shall be specified in the notice In the event of a reduction, the Contractor may cancel this contract as of the effective date of the proposed reduction upon advance written notice to the OSDH *This clause provides exception to the amendment clause and the cancellation clause of thirty (30) days notice Certi?ed Healthy Communities 2011 8 Waiver of Breach No failure by the OSDH to enforce anyr provusuons hereof after any event of default by the Contractor shall be deemed a waiver of the rights regard to that event, or any subsequent event Waiver shall not be construed to be a modi?cation of the terms of the contract Approved Oklahoma State Department of Health Oklahoma Tobacco Settlement Endowment Trust 1000 10th Street 3700 Classen Blvd, 215 Oklahoma City, OK 73117-1299 Oklahoma City, OK 73118 Exec we Director Certified Healthy Communities 2011 9