The URL can be used to link to this page

Home My WebLink AboutResolutions - 2016.04.21 - 22314MISCELLANEOUS RESOLUTION ',#1609 9 April 21, 2016 BY: Public Services Committee, Bill Dwyer, Chairperson IN RE: PROBATE COURT — REQUEST FOR APPROVAL OF CONTRACT WITH A FORMER COUNTY EMPLOYEE To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS in accordance with the provisions of Miscellaneous Resolution #93300 — Professional Services Contracts with former County Employees, the Oakland County Probate Court is required to obtain approval by the Board of Commissioners to enter into a contract for professional services; and WHEREAS the Oakland County Probate Court is required to complete guardianship assessment reviews as assigned by the court for both minor and adult wards residing within Oakland County or outside of Oakland County; and WHEREAS the court's assessment review volume ranges between 500— 1,000 annually; and WHEREAS the court along with the Purchasing Department went through an RFP process to seek resources to perform these guardianship assessment reviews; and WHEREAS this RFP process produced three awarded proposals, of which one was from Don Slavin, an attorney and a former Oakland County employee; and WHEREAS the Oakland County Probate Court is interested in contracting professional services from Don Slavin, who has extensive experience in performing these reviews; and WHEREAS the Oakland County Probate Court is requesting a contract with Don Slavin from April 1, 2016 through March 31, 2017, with the ability to extend for one year for the next four years if both parties are satisfied with the arrangement. NOW THEREFORE BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners approves the request by the Oakland County Probate Court to enter into a professional services contract with Don Slavin, a former Oakland County employee. Chairperson, on behalf of the Public Services Committee I move the adoption of the foregoing resolution. PUBLIC SERV E COMMITTEE • - t PUBLIC SERVICES COMMITTEE Motion carried unanimously on a roll call vote. The Parties agreeqwthe attached ter'-nls aricl ,;4,1 FOR THE CONTRACTOR: q OAKLANDr COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office I Purchasing 248-858-0511 I purchasing@oakgov.com Buyer: JPD CONTRACT NUMBER: 004722 Event # 003568 CONTRACT between the COUNTY OF OAKLAND and CONTRACTOR Not To Exceed Amount: $1,000.00 Effective Date: 4/1/2016 Exp' . ,'on Date: 3/31/2017 Contract Description: Guardian Assessments - H Contractor Information: , Contract.:Actrninistrator Of Different): DONALD F SLAVIN Donald Slavin 2467 Dartmoor Troy, MI 48084 slavind@gmail.com Vendor No: 1615 Compliance Office Purchasing Information: 'contract Administrator ,Q0land County Using Department: Buyer: Joseph Dah OAKLAND COUP 2100 Pontiac Lake _ gidg 41nAl Waterford, MI - 8-0462 248-858-05: — purchasing;j)oakgoC, John Cooperrider OAKLAND COUNTY 1200 North Telegraph Road 14 East County Service Center-Pontiac Pontiac MI 48341 SIGN: Contract Administrator Pamela L. Weipert, CPA, CIA, Compliance Officer or Scott N. Guzzy, CPPO, MBA, Purchasing Admin cjb OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/09/30(v2) CONTRACT NUMBER 004722 Page 1 itions: COUNTY MICHIGAN OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE PURCHASING Compliance Office I Purchasing 248-858-0511 I purchasing@oakgov.com This Contract is organized and divided into the following Sections for the convenience of the Parties. Section 1. Section 2. Section 3. Section 4, Section 5. Section 6. Section 7. Section 8. Section 9. Section 10. Contract Definitions Contract Term and Renewal Contract Administration and Amendments Contract Termination Scope of Deliverables and Financial/Payment Obligations Contractor's Warranties and Assurances Liability Contractor Provided Insurance Intellectual Property and Confidentiality General Terms and Conditions §1. CONTRACT DEFINITIONS The following words when printed with follows, whether used in the singular or quotation marks: italize "Amendment" means a 1.2. "Business Day" me designated holida rificatid gh Friday modification to this Contract. 8:00 a.m. to 5:00 p.m., excluding County 1.3. "Claims" means any lo proceed' assert COLI Inform id bint; demanTror relief or damages; lawsuit; cause of action; costs or other liability of any kind which is imposed on, incurred by, or which the County may become legally or contractually obligated to enced or threatened, including, but not limited to, ble atthrney fees, mediation, facilitation, arbitration fees, witness fees, penses, litigation expenses, or amounts paid in settlement. means all information and data that the County is required or permitted by and "Proprietary Information" as defined herein. ins rsement for rea s, investigatio 1.5. "Contract" meals document and any other documents expressly incorporated herein. 1.6. "Contractor" means the entity or person listed under "Contractor" on the first page of this Contract. 1.7. "Contractor Employee" means any employee; officer; director; member; manager; trustee; volunteer; attorney; licensee; contractor; subcontractor; independent contractor; subsidiary; joint venturer; partner or agent of Contractor; and any persons acting by, through, under, or in concert with any of the above, whether acting in their personal, representative, or official capacities. Contractor Employee shall also include any person who was a Contractor Employee at any time during the term of this Contract but, for any reason, is no longer employed, appointed, or elected in that capacity. 1.8. "Contract Documents" mean the following documents, which this Contract includes and incorporates: OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/09130(v2) CONTRACT NUMBER 004722 Page 2 1.10. "County Agent" means any elected and appointed o members; commissioners; employees; and volunteers o representative, or official capacities. "C Agent" shall Agent" anytime during the term of this for any or elected and in that capacity. 1.11. "County Data" means information or data Contract, including, but not addresses, passwords, Confidential Inform o any p s, and h this Cont. ors; board members; council bunty; whether acting in their personal, clude any person who was a "County is no longer employed, appointed, b Contractor in the performance of this y identifiable information such as names, e-mail or business addresses. County Data includes OAKLAND OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING Compliance Office I Purchasing 248-858-0511 I purchasing@oakgov.com Exhibits (Applicable if Checked) 1.8.1. El Exhibit I: Contractor Insurance Requirements 1.8.2. El Exhibit II: Business Associate Agreement (Health Insurance Portability and Accountability Act Requirements) 1.8.3. CO Exhibit III: Federally Funded Contract Requirements 1.8.4. LI Exhibit IV: County Service marks Licensed to Contractor 1.8.5. El Exhibit V: Software License 1.8.6. El Exhibit VI: Scope of Contractor Deliverables/Financial 0 1.9. "County" means the County of Oakland, a Municipal divisions, authorities, boards, committees, and "C onstitutional Corporati Agents" fined below. departments, "Day" means any t "Deliverables" means intangibl ef,i,nprt 12:00:00 a.m. and end at 11:59:59 p.m. or services provided under this Contract, whether tangible or ecifically described in Exhibit VI. 1.12. 1.13. Idni the date listed on the first page of this Contract. tion Date" rnea :59.59 p.m. on the date listed on the first page of this Contract. "E-Ve i eans an Int t based system operated by the Department of Homeland Security (DHS) in partne i with t cial Security Administration (SSA) that allows participating employers to eiectronical f employment eligibility of their newly hired employees. Information and the registration prs are found at the E-Verify website: https://e-verify.uscis.gov/enroll. 1.17. "Intellectual Property" means any developments, improvements, designs, innovation, and materials that may be the subject of a tradernark/servicemark, copyright, patent, trade secret, or Proprietary Information. 1.18. "Iran-Linked Business" is defined in the Michigan Compiled Laws (MCL), specifically MCL 129.312, being Section 2 of Public Act 517 of 2012. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/09/30(v2) CONTRACT NUMBER 004722 Page 3 TOAKLAND7 OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING Compliance Office I Purchasing 248-858-0511 1 purchasing@oakg0v.com 1.19. "Not to Exceed Amount" means the dollar amount listed on the first page of this Contract, unless amended. The "Not to Exceed Amount" is not the County's financial obligation under this Contract, but the maximum amount that can be paid to Contractor during the term of this Contract. 1.20. "Proposal" means Contractor's response or bid to the County's Request for Proposal, Request for Qualifications, or Request for Quotes. 1.21. "Proprietary Information" means ideas, concepts, inventions, and pro development and operation of computer software and systems suc security procedures, and passwords. 1.22. "Purchase Order" means the County's written request to C arctor for De Contract. The Purchase Order may include terms regard' livery schedule, transportation. s related to the urce code, object code, 1.23. "Purchasing" means the Purchasing Unit of the Oa p iance Office. §2. CONTRACT TERM AND RENEWAL 2.1. Contract Term. This Contract shall begi 2.2. Contract Renewal. Unless otherwise pr extend this Contract after the Expiration Effective Da shall end on the Expiration Date. d h PartleNTh under no obligation to renew or only be extended by an Amendment. 2.3. Legal Effect. This Contracts Contract is signed by a signed by an authori Contract, are sub Contract have been §3. effective ding when all of the following occur: (a) this ployee, Ily authorized to bind Contractor; (b) this Contract is ; (c) all C actor certificates of insurance, required by this d hv Purcha • and (d) any other conditions precedent to this• 3.1. Con nd Purch rder ce. Purchasing shall issue this Contract and any Purchase Orders t ay be required. hasin the sole point of contact in the County regarding all procurement an ractual matters ating to this Contract and any Purchase Orders. Purchasing is the only Coun 'ce/departme uthorized to make any Amendments to this Contract or Purchase Orders. 3.2. Purchase s. P se Orders issued under this Contract are governed by the terms and ract and are included and incorporated herein. 3,3. Project Manager . Each Party may designate an employee or agent to act as a Project Manager. If Project Managers are selected, they shall be listed in Exhibit VI and their duties shall be set forth in Exhibit VI. Unless otherwise stated in Exhibit VI, the County's Project Manager has no authority to amend this Contract. 3.4, Contract Administrators. The County shall designate an employee or agent to act as Contract Administrator(s). Contractor may designate its employee or agent to act as Contract Administrator(s). The Contract Administrators shall be listed on the first page of this Contract. The County's Contract Administrator(s) shall be responsible for monitoring and coordinating day-to-day activities under this Contract, reviewing Deliverables and invoices, and submitting requests for Amendments to Purchasing. The County's Contract Administrator(s) have no authority to amend this Contract. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004722 Page 4 Rev 2015/09130(v2) requested work, then Contractor waives any claims for a requested work. If Contractor begins work that is ou before an Amendment is executed and then stops request of the County, undo any out-of-scope work nal compensatio erforming the e scope of this Contra begins work rming th rk, Contractor must, at the he C believes would adversely affect the County. 3.7. Precedence of Contract Documents. In Sections 1 through 10 of this Contract s provisions in all Contract Documents, Ex expressly incorporated herein. Terms and receipts, acknowledgments,lailithrough Ii and conditions of this Co terms and conditions contained in nce over any allegedly conflicting ndments, and other documents n Contractor invoices, packing slips, nd similaTdocuments shall not change the terms vent of a con d take §4. CONTRACT TE 4.1. county Terminatio dditANNIEWWWal rights the County may have to terminate or cancel this Contract, the Counerminate thetontract as follows: unty may terminate or cancel this Contract, in whole or in part, ctor, if any of the following occur: (a) Contractor, officer of 25°0 greater share of Contractor is convicted of a criminal offense; or g for this Contract is reduced or terminated. ce. The County may terminate or cancel this Contract, in whole or part, at ) Days' notice to Contractor, for any reason, including convenience without penalty of any kind. The effective date for termination or cancellation shall be notice. 4.1.1. 4.1.2. bly, upon ctor, or an own third-party fun for Conve any time, incurring obl clearly stated in OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE PURCHASING Compliance Office I Purchasing 248-858-0511 I purchasing@oakgov.com 3.5. Contract Amendments. All Amendments to this Contract must be in writing. This Contract shall not be amended by any packing slip, Purchase Order, invoice, click through license agreement, or Contractor policies or agreements published on Contractor's website or otherwise. Amendments to this Contract shall be issued only by Purchasing. The Amendment shall be effective when signed by an authorized Contractor Employee and an authorized County Agent. 3.6. Unauthorized Changes. Contract changes shall not be effective unti change is executed according to the procedures described in this Co directed to perform work that Contractor believes is a change in Contractor must notify Purchasing that it believes the requeste before performing the requested work. If Contractor fails t 4.2. Contractor Termination. Contractor may terminate or cancel this Contract, in whole or part, upon one hundred and eighty (180) Days' notice to the County, if the County breaches any duty or obligation contained herein and within such notice period has failed or has not attempted to cure the breach. The effective date of termination or cancellation and the specific alleged default shall be clearly stated in the notice to the County. 4.3. County's Obligations Upon Termination. The County's sole obligation in the event of termination or cancellation of this Contract is for payment of the actual Deliverables provided to the County before the effective date of termination. Under no circumstances shall the County be liable for any future loss of income, profits, any consequential damages, any loss of business opportunities, revenues, or rn dment containing the If the Contractor is t/Deliverables, then ge to the Contract ore beginning the OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004722 Page 5 Rev 2015/09/30(v2) 4.5. Assumption of Subcontracts. If Contrac Contract, then the County may assume, at Deliverables provided under_te.Lontract a ct and the County terminates this tracts and agreements for rsue coffpletion of the Deliverables by replacement Contract or §5. SCOPE OF DEL the Co, in its sole judgment, deems expedient. or any AmeriFments to this Contract. t includes a Software License as described in Exhibit V, then the nditions therein. pt as otherwise set forth in this Contract, the County's sole financial ct shall be set forth in Exhibit VI. The amount and manner of payment of be set forth in Exhibit VI or a Purchase Order. 5.3. gOAKLAND7 OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING Compliance Office f Purchasing 248-858-0611 I purchasing@oakgov.com any other economic benefit Contractor may have realized but for the termination or cancellation of this Contract. The County shall not be obligated to pay Contractor any cancellation or termination fee if this Contract is cancelled or terminated as provided herein. If the County chooses to terminate the Contract in part, then the charges payable under this Contract must be equitably adjusted to reflect those Deliverables that are terminated. 4.4. Contractor's Obligations Upon Termination. If the County terminates then Contractor must do the following: (a) cease providing all Delive stated in the notice of termination; (b) take any action necessary, preserve and protect Deliverables or other property derived or Contractor's possession; (c) return all materials, property, the County; (d) unless otherwise directed by the County, Deliverables in the possession of Contractor or Cont transferred to the County "As-ls", except to the ex Deliverables include warranties or warranty service transferred with the warranty or warranty services an and limit any potential damages, includin terminating or and outstanding orders for materials a 1es connecte 5.1. Performance of Delles.ARIMI=MIDrOvide all Deliverables identified in and as set forth in 5.4. Pa ment 0 xcept as otherwise set forth in Exhibit VI, Contractor shall submit an invoice to the County's t Administrator itemizing amounts due and owing under this Contract, as of the date of the invoice. Invoices shall contain the following information: (a) County Contract Number; (b) dates of Deliverables; (c) itemized list of Deliverables; (d) Contractor Tax ID Number (federal and State); and (e) any other information requested by Purchasing. The County shall have no obligation to make a payment under this Contract until an invoice is submitted in the form set forth herein and shall have no obligation to pay for Deliverables, which have not been invoiced (as required herein) within sixty (60) Days of Contractor's performance. Unless otherwise set forth in Exhibit VI, the County shall only pay Contractor for Deliverables under this Contract and not any subcontractors or assignees of Contractor. 5.5. Not to Exceed Amount. The amount due and owing to Contractor, under this Contract, shall not exceed the "Not to Exceed Amount." If Contractor can reasonably foresee that the total financial ntract, for any reason, as specified at the time County may direct, to ting he Contract that is in ounty Data ed to Contractor by fer title in and d to the County all mployees (which Deli es are e amou aid by the County for these in t uation, the Deliverables will be s"); and (e) take any action to mitigate g, as applicable, those subcontracts or related to this Contract. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004722 Page 6 Rev 2015/00/30(v2) 6.5. kOAKLAND7 OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING Compliance Office I Purchasing 248-858-0511 I purchasing@oakgov.com obligation for the Contract will exceed the "Not to Exceed Amount," then Contractor shall provide Purchasing with notice of this fact at least ten (10) Days before this event. 5.6. No Obligation for Penalties/Costs/Fines. The County shall not be responsible for any cost; fee; fine; penalty; or direct, indirect, special, incidental, or consequential damages incurred or suffered by Contractor in connection with or resulting from the performance of this Coact under any circumstances. 5.7. Set-Off of County Costs. If the County incurs any costs associated Contractor under this Contract, then the County has the right to due and owing Contractor. This set-off includes withholding of any County-provided equipment, supplies, or badges th completion, termination, or cancellation of this Contra 5.8. in-Kind Services. Unless expressly provided herein services by either Party. §6. CONTRACTOR'S WARRANTIES AND ASSURANCN duties or obligations of costs from any amounts unt equal to the cost ntractor upon 6.1. Full Knowledge of Contract ExpectatioWlatikaaor warrari and/or entering into this Contract, it ha expectations for this Contract. Contracto to execute this Contract. Contractor has sa r perform the Contract as s 6.2. Complete and Accur records, and mat have been truthful, before submitting its Proposal all County requirements and/or g adequately and properly prepared terial respects that it will be able to tor certifies that all statements, assurances, nnection with seeking and obtaining this Contract If the Parties agree in this Contract to follow any Contractor polices, 6.4. such as and ompliance. If a thir funds grante require . Upon r applicable ire policies, then Contractor shall retain each version of such policies mptly provide such to the County, if requested. art of this Contract is supported or paid for with any State, federal, or other the County, then Contractor shall comply with all applicable grant st of Contractor, the County shall provide Contractor with a copy of the ents. Contractor lnc'g1 Expenses. Except as otherwise expressly provided in this Contract, Contractor shall be solely responsible and liable for all costs and expenses associated or needed to perform this Contract, including, but not limited to, any professional dues, association fees, license fees, fines, taxes, and penalties. Equipment and Supplies. Contractor is responsible for providing all equipment and supplies to perform this Contract, which are not expressly required to be provided by the County. Contractor Employees. Number and Qualifications of Contractor Employees. Contractor shall employ and assign qualified Contractor Employees as necessary and appropriate to perform this Contract. Contractor shall ensure all Contractor Employees have the knowledge, skill, and qualifications to perform this Contract and 6.6. 6.7. 6.7.1. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004722 Page 7 Rev 2015/09/30(v2) t OAKLAND, OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING Compliance Office I Purchasing 248-858-0511 1 purchasing@oakgov.com possess any necessary licenses, permits, certificates, and governmental authorizations as may be required by law. 6.7.2. Control and Supervision of Contractor Employees. Contractor shall solely control, direct, and supervise all Contractor Employees with respect to all Contractor obligations under this Contract. Contractor will be solely responsible for and fully liable for the conduct ancj d&pervision of any Contractor Employees. 6.7.3. Removal or Reassignment of Personnel at the County's Request. Contractor Employee performing work under this Contract at th tor shall remove a quest provided that the County's request is based on legitimate, good-faith reasons. person must be fully qualified for the position. If the rem, unanticipated delay, which is attributable to the Count breach of the Contract and the terms and conditions adjusted accordingly. 6.7.4. Contractor Employee Identification. If requested by display appropriate County-provided identification at all Contractor shall return all County-provi ptification under this Contract. ReCement f a Contracto this delay shall no Contrast effected by th nnel for the removed oyee results in an nsidered a moval will be r, Contractor Employees shall wear and yvhile working on County premises. [npletion of Contractor's obligations 6.7.5. Background Checks. At the County's req Contract shall be subject to a background c at the discretion of the Co eligibility to perform w, the County and will Employees shall p ees performing work under this Courilir The scope of the background check is be used to determine Contractor Employee's y request for background checks will be initiated by e of work requested. Contractor and Contractor ts necessary to perform the background check. 6.7.6. Compliance with CouMadirit,, 11"711TUse Policies. Contractor shall require all Contractor County's security and acceptable use policies for County property nt, resources, facilities, and systems. Upon request, the County tor. 6.7.7. C expe Employ liable for contributions ses. All Contractor Employees shall be employed at the Contractor's sole ant-related taxes and insurance). Contractor warrants that all Contractor y with and adhere to the terms of this Contract. Contractor shall be solely bntractor Employees' federal, state, or local payment withholdings or ll Contractor Employee related pension or welfare benefits plan contributions under federal orlgiate law. Contractor shall indemnify and hold the County harmless for all Claims against the County by any Contractor Employee, arising out of any contract for hire or employer- employee relationship between Contractor and any Contractor Employee including, but not limited to, Worker's Compensation, disability pay, or other insurance of any kind. 6.7.8. Contractor's Compliance with the Patient Protection and Affordable Care Act. If Contractor is subject to the Patient Protection and Affordable Care Act ("ACA"), PL 111-148, 124 Stat 119, then Contractor shall ensure that all Contractor Employees, under assignment to the County, and their dependents, as defined by the ACA, are provided with or have access to insurance as required by the ACA. If Contractor is subject to the ACA, Contractor warrants it offers group health coverage to Contractor Employees and their dependents that is affordable, that provides minimum essential coverage and OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004722 Page 8 Rev 2015/09/30(v2) f0Alu_,AIND OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING Compliance Office I Purchasing 248-858-0611 1 purchasing@oakgov.com value, and that each offer of coverage meets the timing requirements of the ACA. Contractor warrants, whether or not it is subject to the ACA, that it will pay all applicable fees, taxes, or fines, as set forth in the employer mandates of the ACA under Tax Code §4980H and related regulations for any Contractor Employee, whether the fee, tax, or fine is assessed against the Contractor or the County. 6,8. Acknowledgment of Independent Contractor Status. 6.8,1. Independent Contractor. Nothing in this Contract is intended to estall relationship between the County and Contractor or any Contractor Contractor Employees be deemed employees, agents, volunteer Contractor shall ensure that Contractor Employees are apprise independent contractors of this status. e 6.8.2. Contractor/Contractor Employee Representations. C ctor and/or Contract° ioyees shall not v represent themselves as County employees. Contr shall ens that Contractor mployees do not represent themselves as County employees, 6.8.3. County Benefits and Plans. Contractor and Contract° in any County employee benefit plans compensation, insurance (including wit pay. This limitation includes access to b plan. 6.8.4. County Reliance. The Countortint Contractor regarding its to Contractor Emplo and performance 6.9. Permits and License34 term of this Contract, a busines Con n employer-employee ee. In no event, shall ractors of the County. s and the limitations rograms, inclu ion, healthl ees shall not be entitled to participate ut not limited to, retirement, deferred ity, dental, and life), and vacation at are not described by a written ract in reliance of the representations made by of independent contractors, its stated relationship s Contractor has made regarding the management s. onsible for obtaining and maintaining, throughout the es, permits, certificates, governmental authorizations, and cessary to perform this Contract. Upon request by the County, y permit, license, certificate, or governmental authorization 6,10. E-V In accordance 38), un therwise e provide s mu th Miscellaneous Resolution No.09116 (BOC Minutes, July 30, 2009, pp 37- pted, all service contractors who wish to contract with the County to certify they have registered with, will participate in, and continue to utilize, once registe erify Program (or any successor program implemented by the federal government or epartments or agencies) to verify the work authorization status of all newly hired employees employed by the Contractor. Breach of this term or condition is considered a material breach of this Contract. Contractor's execution of this Contract constitutes a certification that they are authorized to certify on behalf of Contractor and do hereby certify on behalf of Contractor that the Contractor has registered with, has and will participate in, and does and will continue to utilize once registered and throughout the term of this Contract and any permissible extension hereof, the E-Verify Program (or any successor program implemented by the federal government or its departments or agencies) to verify the work authorization status of all newly hired employees employed by the Contractor. —419, lasamsame iar OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004722 Page 9 Rev 2015/09/30(v2) OAKLAND7 OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office I Purchasing 248-858-0511 I purchasing@oakgov.com COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING 6.11. Iran-Linked Business Certification. Contractor certifies that it is not an Iran-Linked Business. Contractor further certifies that it was not an Iran-Linked Business at the time it submitted its Proposal for this Contract. Contractor must promptly notify the County, if Contractor becomes an Iran-Linked Business at any time during this Contract. 6.12. Taxes. 6.12.1. Contractor Taxes. Contractor shall collect and pay its local, state, and limited to, all employment taxes, sales taxes, personal property tax County shall not be liable to or required to reimburse Contractor,- any kind. 6.12.2. County Tax-Exempt. The County is exempt from state real property tax. Prices under this Contract shall not] exempt for a specific Deliverable. Exemption certif 6.13. Warranty for Services. Contractor warrants that all in compliance with all applicable laws, statutes, regulati taxes, including but not real property taxes. The , state, or federal tax of audirral sales tax, pers de taxes, unless the Cc; for sale at are services shall be performed inances, and professional standards. 6.14. Warranty for Goods. All Deliverables t 6.14.1. Warranty of Merchantability. Goods pr merchantable, (b) be of good quality, (c) d and packaged, and (e) conforrnlo the speci ct to the following warranties: nt to this Contract shall: (a) be urpose, (d) be adequately contained tions contained in the Contract. Warranty of Fitness for goods will be used fo to select or furnis 6.14.2. ontractor knows or has reason to know that the County is relying on Contractor's skill or judgment ty that the goods are fit for a particular purpose. title, (b) free of whe by a 6.15. R Infd Contra time frarri §7. 76ZWunty shall be conveyed and transferred: (a) with good Interest, lien, or encumbrance that the County did not have knowledge ed, and (c) free of any rightful claim of infringement or similar claim for Canty Data. If County receives a Court Order, a Freedom of est, or other legal request to provide County Data held by Contractor, then unty Data to the County, in a format directed by the County, within the 7.1. Contractor Indemnification. Contractor shall indemnify, defend, and hold the County harmless from all Claims, incurred by or asserted against the County by any person or entity, which are alleged to have been caused directly or indirectly from the acts or omissions of Contractor or Contractor's Employees. The County's right to indemnification is in excess and above any insurance rights/policies required by this Contract. 7.2. No Indemnification from the County. Contractor shall have no rights against the County for indemnification, contribution, subrogation, or any other right to be reimbursed by the County, except as expressly provided herein. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004722 Page 10 Rev 2015109130(v2) Al(LANDw- COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office I Purchasing 248-858-0511 I purchasing@oakgov.com §8. CONTRACTOR PROVIDED INSURANCE. At all times during this Contract, Contractor shall obtain and maintain insurance according to the specifications listed in Exhibit I. §9. INTELLECTUAL PROPERTY AND CONFIDENTIALITY 9.1. Contractor Use of Confidential Information/County Data. Contractor and shall not reproduce, provide, disclose, or give access to Confidential Inf Contractor Employee not having a legitimate need to know the Confi Data or to any third-party. Contractor and Contractor Employees Information and County Data for performance of this Contract. Contractor may disclose the Confidential Information or Co Contractor Employees ion or County Data to any 51 Information or County use the Confidential g the foregoing, y law, statute, or other legal process; provided that Contractor: (a) gives t impending disclosure, (b) provides reasonable assista disclosure, and (c) makes only such disclosure as is obligation upon Contractor with respect to any Cori Contractor can establish by legally sufficient evidences Contractor, prior to its receipt from the County, without or (b) is obtained by Contractor from a talway having th to keep such information confidential. otice of the 4imiting the ired. This Cont act imposes no ation or County Data which possession of or was known by ligation to maintain its confidentiality; to disclose it, without an obligation unty prompt wri the County in opposin elled or 9.2. Contractor Use of County Licensed Soft4 County. Contractor or Cq provide or make avail purpose, without t Contractor nor Co otherwise reverse en shall use anv—Software or fede ctor to perform this Contract, the 'ees to aCress certain Software licensed to the not transfer, remove, use, copy, or otherwise cumentation to any other person or entity, for any ounty and/or the licensor. Furthermore, neither a source listing, decompile, disassemble, or opyrignetware. Neither Contractor nor Contractor Employee y to the provisions of any applicable Software license agreement or state ployeeA ?ftware nsent of or License t marks to perfor hibit IV. Cont ing Coun urn CouniVryicemarks. If this Contract involves the use of County Is Contract, then Contractor is granted a license to use the servicemarks tor shall only use the servicemarks as directed by the County. Contractor rvicemarks upon expiration or termination of the Contract and may be rnages of the servicemark retained by Contractor. 9.4. Assignment o s. In consideration for the performance of this Contract and the fees paid to Contractor, Contractor agrees to the following: (a) Contractor shall have no copyright, patent, trademark, or trade secret rights in County Intellectual Property; (b) any and all programs, inventions, and other work or authorship developed by Contractor while providing Deliverables to the County are works made for hire, created for, and owned exclusively by the County, unless otherwise specified in the Contract; (c) Contractor assigns to the County all rights and interest in County Intellectual Property, which Contractor has made or conceived or may make and conceive, either solely or jointly with others, either on or off County premises while performing this Contract or with the use of the time, material, or facilities of the County; and (d) Contractor and its applicable Contractor Employees shall sign any documents necessary for the County to register patents, copyrights, or trademarks with OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/09/30(v2) CONTRACT NUMBER 004722 Page 11 gOAKLANff OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING Compliance Office I Purchasing 248458-0511 I purchasing@oakgov.com federal or state agencies. Contractor shall ensure its Contractor Employees assign their rights and interests in County Intellectual Property to the County. 9.5. Use of County Data. If Contractor uses or possesses County Data in the performance of this Contract, then the following provisions contained in this subsection apply: 9.5.1. Implementation of Security Measures. Contractor shall implement and administrative, technical, and organizational security measures to safe access, disclosure, or theft of County Data. Such measures shall be ' industry best practice and not less stringent than the measures confidential data of similar kind. Contractor warrants it follovs am n appropriate against unauthorized rdance with security plies to its own best practices. 9.5.2. Unauthorized Access/Disclosure or Theft of County Dat; the event of unauthorized access, disclosure, or thef commercially reasonable measures to address a se Data. 9.5.3. Storage of County Data. Contractor shall only store an located within the United States. Contra store County Data on portable devices, and kept only at its U.S. data centers. C County Data remotely only as required to tractor shall pr notify County in nty Data. Contractor ake mely manner t secure County County Data at and from data centers ot permit Contractor Employees to rs, except for devices that are used r shall not and rsona I co 9.5.4. Obligations upon Expiration, upon expiration, termina mutually agreeable f County Data as dir, §10. nation ellation t and or lation of Contract. At the County's sole discretion, s Contract, Contractor shall return County Data in a manner or provide for the secure disposal of `e Count "d in this Conte Management ance of this cilities. As set forth in this Contract, Contractor has access to and the cilities necessary to perform this Contract. Unless otherwise or receives prior written permission from the County's Director of ccessor, Contractor may only access and use County property and facilities tract on Business Days. rty r Con 10.2. Signs on County prop Management o or Facilities. Contractor shall not place any signs or advertisements on ities without the prior written permission of the County's Director of Facilities cessor. 10.3. Use of County Property or Facilities. While performing this Contract, Contractor shall keep County property or facilities and anything stored thereon in a clean, safe, and healthful condition and shall keep the property and facilities in a manner that will not prevent or interfere with the County's performance of its functions. 10.4. Removal of Contractor Personal Property. At the expiration or termination of this Contract, Contractor shall leave County property or facilities in the same condition that Contractor found them and clean of all rubbish. Contractor shall remove all of its personal property within thirty (30) Days of expiration or termination of this Contract. If Contractor does not remove its personal property within OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/09/30(v2) CONTRACT NUMBER 004722 Page 12 t. OAKLAND? OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING Compliance Office I Purchasing 248-868-0611 I purchasing@oakgov.com the thirty (30) Day period, then the County shall dispose of it and bill Contractor for any costs associated with the removal and disposal. 10.5. Damage to County Property or Facilities. Contractor shall be responsible for any damage to any County property or a facility that is caused by Contractor or Contractor Employees. If damage occurs, the County shall make the necessary repairs and/or replacements or cause hird party to make the necessary repairs or replacements, provided, however, that Contractor eimburse the County for all costs associated with repairing and/or replacing the damaged pro or facilities. 10.6. Damage to County Property. Contractor shall be solely liable a p for any property loss or damage resulting from fire, theft, or other means to Contract rsona rty located, kept, or stored on or at County property or facilities during perfor of this Contr 10.7. County's Right to Suspend Contract Performance. U ritten notice, the Coun y require Contractor to suspend performance of this Contra ntractor failed to comply with federal, state, or local laws or any requirements contained i Con The right to suspend performance of this Contract is in addition to the County's right to t i nd/or cancel this Contract. The County shall incur no penalty, expense, or liability to Con• if the County suspends performance of this Contract under this Section. mligrciee or applicant for employment ify the County of any complaint or or admiNistrative agency of illegal discrimination 318 of 1968, as amended (MCL 15.301, et seq. and nto between the County and any County Agent. ; Contractor shall identify any Contractor Employee or bes who are piesently employed by the County. Contractor shall give y County Agents or relatives of County Agents who are presently 10.8. Discrimination. Contractor shall not dise in violation of state or federal law. Contra charge filed and/or of any determination by Contractor. 10.9. Conflict of Interest. MCL 15.321, et se To avoid any real cm: relative of Contractor's the Cou empl 10.10. 10.11. Audit. Th sole discretio any Contractor actor Mf11 maintain accurate books and records in connection with t for thirty-six (36) months after the end of this Contract and Contractor h reasonable access to such books and records, upon request. ndependent auditor hired by the County may perform contract audits (in its all have the authority to access all pertinent records and data and to interview loyee during the term of this Contract and for a period of three years after final and Records. nce of this Con e the Count payment. Contractor shall explain any audit findings, questioned costs, or other Contract compliance deficiencies to the County within thirty (30) Business Days of receiving the draft audit report. Contractor's written response shall include all necessary documents and information that refute the draft audit report and an action plan to resolve the audit findings. A copy of Contractor's response will be included in the final report. Failure by Contractor to respond in writing within thirty (30) Business Days shall be deemed acceptance of the draft audit report and will be noted in the final report. 10.12. Assignments/Delegations/Subcontracts. 10.12.1. Prior Written Consent Required. Except by operation of law, neither Party may assign, delegate, or subcontract any of its duties, obligations, or rights under this Contract without the prior written OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004722 Page 13 Rev 2015/09/30(v2) damages under this Contract. Contractor shall also provide the County w, allow the County to make a determination regarding the assignment, 10.12.2. Flow Down Clause Required. Any assignment, delegation, or sub a requirement that the assignee, delegee, or subcontractor will of this Contract. The assignment, delegation, or subcontractika performance of any term or condition of this Contract. equate information to tion, or subcontract. Contractor must include e terms and conditions ish or impair 10.12.3. Contractor Responsibility for Assigns subcontracts this Contract, in whole or in part, Co regarding all matters under this Contract and shall r Contractor is solely responsible for the management o rectors. 1 Contractor ass, delegates, or n the sole point of contact r performance of this Contract. delegees, and subcontractors. 10.12.4. Performance Required. If an assignee, this Contract, Contractor shall contract associated with securing another assigne Contractor. fails to perform as required under erformance. Any additional costs r shall be the sole responsibility of or subcont tity for tra 10.13. Non-Exclusive Contract. limits or is intended to general public, othe term of this Contr work that Contracto Elusive agreement. No provision in this Contract r's right to offer and provide its services to the s, or governmental agencies during or after the ely engage other persons to perform the same ed in this Contract, this Contract shall not be ct is a n y, Con& municip ctor or any Contractor Employee any fixed or certain number of as provided for the benefit of the Parties, this Contract does not e any dbligation, duty, promise, contractual right or benefit, right to be rogated to the Parties' right in this Contract, or any other right in favor of No a ind any ot 10.14. -Party Sena ot intended to Led, right to be rson or ent bnditions. The following terms and conditions shall survive and continue in ermination or cancellation of this Contract (or any part thereof) until the terms COMPLIANCE OFFICE PURCHASING OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office I Purchasing 248-858-0511 I purchasing@oakgov.com consent of the other Party; provided, however, Contractor may assign, delegate, or subcontract this Contract to an affiliate or subsidiary as long as the affiliate or subsidiary is adequately capitalized and can provide adequate written assurances to the County that the affiliate or subsidiary can perform this Contract, The County may withhold consent, if the County determines that the assignment, delegation, or subcontract would impair performance of this Contract or the County's ability to recover and conditions arg fully satisfied or expire by their nature: Section 1. Contract Definitions, Section 5. Scope of Deliverables and Financial/Payment Obligations, Section 6. Contractor's Warranties and Assurances, Section 7. Liability, Section 8. Contractor Provided Insurance, Section 9. Intellectual Property and Confidentiality, and Section 10. General Terms and Conditions. 10.15. Reservation of Rights. This Contract does not, and is not intended to impair, divest, delegate, or contravene any constitutional, statutory, or other legal right, privilege, power, obligation, duty, or immunity of the County. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/09/30(v2) CONTRACT NUMBER 004722 Page 14 10,18. Notices. CAKLANDF_ COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office I Purchasing 248-858-0611 I purchasing@oakgov.com 10.16. Compliance with Laws. Contractor shall comply with all federal, state, and local laws, statutes, ordinances, regulations, insurance policy requirements, and requirements applicable to its activities under this Contract. 10. 17. Force Majeure. Notwithstanding any other term or condition liable for failure to perform contractual duties or obligations caused by control, including but not limited to: (a) acts of public enemies; (b) nat war; (e) insurrection or riot; (f) natural disasters; (g) strikes, lockouts difficulties; or (h) compliance with law. Reasonable notice shall b event. Contractor is expected, through insurance or alternativ arrangements, to continue its contractual duties or obligati business risk, such as business interruption or any insura of this Contract, neither Party shall be evgai beyond their reasonable sasters; (c) terrorism; (d) stoppages, or other labor the affected Party of such mergency service icipated, insurable 10.18.1. Written Notice. All notices required under this Cori (a) the next Business Day, if personally delivered; (b) postage prepaid, return receipt requested; (c) the next B overnight express courier with a reliabl confirmation, if sent by e-mail or fax. 10.18.2. Notice to Contractor. Unless otherwise s Contract Administrator listedAp_the first pg writing. Notices shall be effective: siness Day, if sent by U.S. mail, Day, if sent by a nationally recognized next Business Day with a receipt of ractor shall be addressed to the 10.18.3. Notice to County. Unle Purchasing, the Cou on the first page o 10.19. Captions. Section an contained in,This_Contra have a pray, se of the nomi 6t, and neuter) s em, Notice to the County shall be addressed to ble), and the County Contract Administrator(s) listed nt.ir iBlions, and any index to sections or subsections ntended for the convenience of the reader and are not intended to d shall not be interpreted to limit or modify any substantive Contract, for any noun or pronoun, use of the singular or plural e, posNisive, or objective case, and any reference to gender (masculine, mean the appropriate form, case, or gender as the context requires. of this C 10.20. Waive pursuant as a continui subsequently a or condition under this Contract must be in writing and notice given . No written waiver, in one or more instances, shall be deemed or construed of any term or condition of this Contract. No waiver by either Party shall its right to require strict performance of this Contract. 10.21. Cumulative Remedies. A Party's exercise of any remedy shall not preclude the exercise of any other remedies, all of which shall be cumulative. A Party shall have the right, in its sole discretion, to determine which remedies are to be exercised and in which order. 10.22. Severabilitv. If a court of competent jurisdiction finds a term or condition of this Contract to be illegal or invalid, then the term or condition shall be deemed severed from this Contract. All other terms or conditions shall remain in full force and effect. Notwithstanding the above, if Contractor's promise to indemnify or hold the County harmless is found illegal or invalid, Contractor shall contribute the maximum it is permitted to pay by law toward the payment and satisfaction of any Claims against the County. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/09130(v2) CONTRACT NUMBER 004722 Page 15 fOAKILANDF- OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING Compliance Office Purchasing 248-858-0511 I purchasing@oakgov.com 10.23. Dispute Resolution. All disputes arising under or relating to the execution, interpretation, performance, or nonperformance of this Contract involving or affecting the Parties may first be submitted to the respective Project Manager (if applicable) and Contract Administrators for possible resolution. 10.24. Governing Laws/Consent to Jurisdiction and Venue. This Contract shall enforced by the laws of the State of Michigan. Except as otherwise req action brought to enforce, interpret, or decide any Claim arising und be brought in the Sixth Judicial Circuit Court of the State of Michi Michigan, or the United States District Court for the Eastern Di dictated by the applicable jurisdiction of the court. Except venue is proper in the courts set forth above. The choic deemed to preclude the enforcement of any judgme this Contract to enforce such judgment in any appri 10.25. Entire Contract. This Contract represents the entire Parties. This Contract supersedes all other prior oral or agreements, or contracts between the p whole according to its fair meaning and knikverned, interpreted, and y law or court rule, arty related to this Contract shall th District of the State of , Southern Division, as y law or court rule, I not be or g action under Of M1 lierwise req rum set forth ab 'ained in such forum rid understanding between the nderstandings, communications, his Contract shall be construed as a against any Party. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/09/30(v2) CONTRACT NUMBER 004722 Page 16 OAKLAND COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office I Purchasing 248-858-0611 purchasing@oakgov.com EXHIBIT I INSURANCE REQUIREMENTS During this Contract, the Contractor shall provide and maintain, at their own expense, all insurance as set forth and marked below, protecting the County against any Claims, as defined in this Co . The insurance shall be written for not less than any minimum coverage herein specified. Commercial General Liability Occurrence Form including: (a) Premi Completed Operations (including On and Off Premises Coverage) Form Property Damage; (e) Independent Contractors; (f) Broa obligations assumed in this Contract; $1,000,000 — Each Occurrence Limit $1,000,000 — Personal & Advertising Injury $2,000,000 Products & Completed Operations $2,000,000 — General Aggregate Limit $ 100,000— Damage to Premises Rented to You (fO nd Operations, ersonal and Advert Contraaktual including e gal Liability) Workers' Compensation Insuranc Employers Liability insurance w employee, and $500,000 dis 1. Fully Insured or State 2. E: Sole Proprietors must su 3. Ll Exempt e Exemption Commercial any owned, hi requirement is w performance of this quired by any applicable Federal or State Law and ,000 each accident, $500,000 disease each olicy lim `ned Sole Proprietor form. etc., must submit a State of Michigan form WC-337 Certificate of rance covering bodily injury or property damage arising out of the use of mobile with a combined single limit of $1,000,000 each accident. This company owned, hired or non-owned automobiles utilized in the rship; mobile Liability kr non-owned f there a ct its of statutorl bss than OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015109/30(v2) CONTRACT NUMBER 004722 Page 17 8. El Other Insurance Cover appropriate by the provided product/service and deemed ent. pi limits logro0,000 per claim and $1,000,000 aggregate. The aforementi conditions, required te rsed, as applicable, and shall contain the following terms, tes of insurance shall provide evidence of compliance with all dorserrients. nsura endorseme onditions and/O 1. All policies o ance shal insurance carrie on a primary, non-contributory basis with any other insurance or self- Y; 4. El Commercial Property Insurance. The Contractor shall be responsible fo insurance covering their equipment and personal property against all ph ning and maintaining mage. 5. 0 Liquor Legal Liability Insurance with a limit of $1,000,000 eachitc2Frence sh is served and/or present. required when liquor 6. El Pollution Liability Insurance with minimum limits of $ 1000 perAtim and $1,000, aggregate when cleanup & debris removal are part 5. El Medical Malpractice Insurance with minimum limits of $1, 0 per claim and $1,000,000 aggregate. 6. El Garage Keepers Liability Insurance with m aggregate. per claim and $1,000,000 OAKLAND : COUNTY MICHIGAN OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE PURCHASING Supplemental Coverages (Required as Checked) Compliance Office I Purchasing 248-868-0511 I purchasing@oakgov.com 1. CE Professional Liability/Errors & Omissions Insurance (Consultants, Technology Vendors, Architects, Engineers, Real Estate Agents, Insurance Agents, Attorneys, etc.) with minimum limits of $1,000,000 per claim and $1,000,000 aggregate. 2. The insurance comparIrs) issuing the policy(s) shall have no recourse against the County for subrogation (policy endorsed written waiver), premiums, deductibles, or assessments under any form. All policies shall be endorsed to provide a written waiver of subrogation in favor of the County; 3. Any and all deductibles or self-insured retentions shall be assumed by and be at the sole risk of the Contractor; 4. Contractors shall be responsible for their own property insurance for all equipment and personal property used and/or stored on County property; OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015109130(v2) CONTRACT NUMBER 004722 Page 18 5. Certificates of insurance must be provided no less than ten (10) Businay execution of the Contract and must bear evidence of all required tirrconditio to the County's endorsements; and 6. All insurance carriers must be licensed and approved to do b and maintain a minimum A.M. Best's rating of A- unless o Management Department. ss in the State of MicillIkand shall have ise apprsdigd by the Coun-Misk OAKLAND7 OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING Compliance Office I Purchasing 248-858-0511 I purchasing@oakgov.com 5. The Commercial General Liability and Commercial Automobile Liability policies along with any required supplemental coverages shall be endorsed to name the County of Oakland and it officers, directors, employees, appointees and commissioners as additional insured where permitted by law and policy form; 6. The,Contractor shall require its contractors or sub-contractors, not protected uncl,Lr the Contractor's insurance policies, to procure and maintain insurance with coverages, limits, pions, and/or clauses equal to those required in this Contract; OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/09/30(a) CONTRACT NUMBER 004722 Page 19 OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING Compliance Office I Purchasing 248-858-0611 I purchasing@oakgov.com EXHIBIT II BUSINESS ASSOCIATE AGREEMENT (Health insurance Portability and Accountability Act Requirements) Exhibit II is a Business Associate Agreement between Contractor ("Business Associa ("Covered Entity"). This Exhibit is incorporated into the Contract and shall be he "Agreement." The purpose of this Agreement is to facilitate compliance with to facilitate compliance with HIPAA and the HITECH Amendment to HIPAA, §1. DEFINITIONS. The following terms have the meanings set fo unless the context clearly indicates another meaning. Ter Agreement have the same meaning as those terms in t nd the County er referred to as ivacy and Security Rules and elow for pur ed but not other ivacy Rule. 1.1 Business Associate. "Business Associate" means the 1.2 CFR. "CFR" means the Code of Federal Regulations. 1.3 Contract. "Contract" means the docume 1.4 Contractor. "Contractor" means the entity page of this Contract. 1.5 Covered Entity. "Cover. Y1 the Contract and listed on the first 1.6 Designated Record"Designa defined in 45 CFR 164.501. ronic Health Record" means an electronic record of health-related created, gathered, managed, and consulted by authorized health 1.7 1.8 HIPMILIIPAAll means tl,lealth Insurance Portability and Accountability Act of 1996. 1.9 HITECH Arionent:: H Amendment" means the changes to HIPAA made by the Health Information ol r Economic and Clinical Health Act. 1.10 Individual. "IndiviMal" is defined in 45 CFR 160.103 and includes a person who qualifies as a personal representative in 45 CFR 164.502(g). Privacy Rule. "Privacy Rule" means the privacy rule of HIPAA as set forth in the Standards for Privacy of Individually Identifiable Health Information at 45 CFR part 160 and part 164, subparts A and E. 1.12 Protected Health Information. "Protected Health Information' or "PHI" is defined in 45 CFR 160.103, limited to the information created or received by Business Associate from or on behalf of Covered Entity. 1.13 Required By Law. "Required By Law" is defined in 45 CFR 164.103. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004722 Page 20 Rev 2015/09/30(v2) ssociate shall use or dis ate, to the extent practicable, any harmful effect that is known to Business re of PHI by Business Associate in violation of law or this Agreement. report to Covered Entity any known Security Incident or any known use or ermitted by this Agreement. OAKLANDY: OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-868-0511 I purchasing@oakgov.com 1.14 Secretary. "Secretary" means the Secretary of the Department of Health and Human Services or his or her designee. 1.15 Security Incident. "Security Incident" is defined in 45 CFR 164.304. 1.16 Security Rule. "Security Rule" means the security standards and implementn specifications at 45 CFR part 160 and part 164, subpart C. §2. OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE. Busines obligations and activities described in this Section. agrees to perform the endment, it is s to the HIPAA ply to Covered Entity. esult, Business e HIPA acy and Security Rules for , but not limited to, the following: IPAA security officer; (b) Business iance with the Privacy and Security rivacy and Security Rules; (d) overed Entity; (e) Business ntractors that perform functions 2.1 Business Associate understands that pursuant to the HITE Privacy and Security Rules in a similar manner as the rta Associate shall take all actions necessary to comply business associates as revised by the HITECH Amendn (a) Business Associate shall appoint a HIPAA privacy offi Associate shall establish policies and proce ures to ensure Rules; (c) Business Associate shall train çe regardin Business Associate shall enter into a priva Associate shall enter into privacy/security relating to Covered Entity involving PHI; and shall conduct a security risk analysis. 2.2 Business Associate shal Agreement or as requ 2.3 Business Associate s Associate shall implemd and proce of PHI t ther than as permitted or required by this to prevent use or disclosure of the PHI. Business rstrative, phiTgEal, and technical safeguards (including written policies and appropriately protect the confidentiality, integrity, and availability tains, or transmits on behalf of Covered Entity as required by the 2.6 Effective September 23, 2009 or the date this Agreement is signed, if later, Business Associate shall do the following in connection with the breach notification requirements of the HITECH Amendment: 2.6.1 If Business Associate discovers a breach of unsecured PHI, as those terms are defined by 45 CFR 164.402, Business Associate shall notify Covered Entity without unreasonable delay but no later than ten (10) calendar days after discovery. For this purpose, "discovery" means the first day on which the breach is known to Business Associate or should have been known by exercising reasonable diligence. Business Associate shall be deemed to have knowledge of a breach if the breach is known or should have been known by exercising reasonable diligence, to any person, other than the person committing OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/09/30(v2) CONTRACT NUMBER 004722 Page 21 CAKLANDr OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING Compliance Office I Purchasing 248-858-0511 I purchasing@oakgov.com the breach, who is an employee, officer, subcontractor, or other agent of Business Associate. The notification to Covered Entity shall include the following: (a) identification of each individual whose unsecured PHI has been breached or has reasonably believed to have been breached and (b) any other available information in Business Associate's possession that the Covered Entity is required to include in the individual notice contemplated by 45 CFR 164.404. I assume the individual ere a breach of unsecured or, or other agent of osed to Covered o Covered Entity for affected ly withhold its 2.6.2 Notwithstanding the immediate preceding subsection, Business Associa notice obligation specified in 45 CFR 164.404 on behalf of Covered E PHI was committed by Business Associate or its employee, officer,„4 Business Associate or is within the unique knowledge of Business Entity. In such case, Business Associate shall prepare the no review and approval at least five (5) calendar days before individual(s). Covered Entity shall promptly review th approval. Sociate nd shall provi equired to be sent ce and sFll not unreasoni 2.6.3 Where a breach of unsecured PHI involves more than fiv by the Business Associate or its employee, knowledge of Business Associate as opp to the media pursuant to 45 CFR 164.406 it to Covered Entity for review and approva to the media. Covered Entity shall promptly approval. d (500) individuals and was committed or other agent or is within the unique ess Associate shall provide notice pare the notice and shall provide ar days before it is required to be sent notici`a--Kd shall not unreasonably withhold its 2.6.4 Business Associate sh shall submit the log year, so that the Cove 164.408. This requireme 23, 2009. 2.7 Bus Co writin inform ati reasonable unsecured PHI with respect to Covered Entity and ) calendar days following the end of each calendar es to the Secretary in accordance with 45 CFR take effect with respect to breaches occurring on or after September ure thiVitny agent or subcontractor to whom it provides PHI, received from received by Business Associate on behalf of Covered Entity, agrees in ns and conditions that apply to Business Associate with respect to such iate shall ensure that any such agent or subcontractor implements e safeguards to protect Covered Entity'sPHI. Associate sha Entity or create e same restri usiness 2.8 Business AssociatMall provide reasonable access, at the written request of Covered Entity, to PHI in a Designated Record Set to Covered Entity or, as directed in writing by Covered Entity, to an Individual in order to meet the requirements under 45 CFR 164.524. 2.9 Business Associate shall make any amendment(s) to PHI in a Designated Record Set that the Covered Entity directs in writing or agrees to pursuant to 45 CFR 164.526. 2.10 Following receipt of a written request by Covered Entity, Business Associate shall make internal practices, books, and records reasonably available to the Secretary in order to determine Covered Entity's compliance with the Privacy Rule. The afore mentioned materials include policies and OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004722 Page 22 Rev 2015/09/30(v2) issued by the U.S. Department of Health and Huma Health Information from an Electronic Health Record §3. PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIM disclose PHI as set forth in this Section. nting of disclosures of Protected 'with the HITECH Amendment. usiness Associate may use and 3.1 Except as otherwise limited in this Agreem functions, activities, or services for or on be e m'ay use or disclose PHI to perform as specified in the underlying service CAKILANDT OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE Compliance Office ] Purchasing PURCHASING 248-858-0511 I purchasing@oakgov.com procedures and PHI relating to the use and disclosure of PHI received from Covered Entity or created or received by Business Associate on behalf of Covered Entity. 2.11 Business Associate shall document disclosures of PHI and information related to such disclosures, to permit Covered Entity to respond to a request by an Individual for: (a) an accounting of disclosures of PHI in accordance with 45 CFR 164.528 or (b) effective January 1, 2011 or s ater effective date prescribed by regulations issued by the U.S. Department of Health and n Services, an accounting of disclosures PHI from an Electronic Health Record in accordance wi HITECH Amendment. 2.12 Following receipt of a written request by Covered Entity, Businesociat provide to Covered Entity or an Individual information collected in accordance ection 2 to p Covered Entity to respond to a request by an Individual for (a) an account' disclosures of PHI ordance with 45 CFR 164.528 or (b) effective as of January 1, 2011 or s ter effectve date prescri by regulations agreement between Covere not violate the Privacy R procedures of the Coy, and Business Assoc services for or on beli operations as those ter violate th the Co sociate, provided that such use or disclosure shall 'ty or the minimum necessary policies and ervice agreement exists between Covered Entity r disclose PHI to perform functions, activities, or urposes of payment, treatment, or health care fined in the Privacy Rule, provided that such use or disclosure shall not Covered Entity or the minimum necessary policies and procedures of nd Busi overed underlyi n this Agreement, Business Associate may use PHI for the proper tion of the Business Associate or to carry out the legal responsibilities of 3.3 Except as othe ted in this Agreement, Business Associate may disclose PHI for the proper management an inistration of the Business Associate or to carry out the legal responsibilities of the Business Associate, provided that disclosures are Required by Law or Business Associate obtains reasonable assurances in writing from the person to whom the information is disclosed that: (a) the disclosed PHI will remain confidential and will be used or further disclosed only as Required by Law or for the purpose for which it was disclosed to the person and (b) the person notifies the Business Associate of any known instances in which the confidentiality of the information has been breached. 3.4 Except as otherwise limited in this Agreement, Business Associate may use PHI to provide data aggregation services to Covered Entity as permitted by 45 CFR 164.504(e)(2){0(B). OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/09/30(v2) CONTRACT NUMBER 004722 Page 23 4.1 Covered Entity shall notify Business Associate of any limitation(s) of Covere privacy practices in accordance with 45 CFR 164.520, to the extent that Business Associate's use or disclosure of PHI. 4.2 Covered Entity shall notify Business Associate of any changes in Individual to use or disclose PHI, to the extent that such cha disclosure of PHI. tity in its notice of mitation may affect ermission by an s Associate's use or 4.3 Covered Entity shall use appropriate safeguards to m security of PHI transmitted to Business Associate pua Privacy Rule, until such PHI is received by Business Asso any attachment to the Contract. 4.4 Covered Entity shall manage all users of t inactivity timeouts, downloads, and its abill the confidentrality, privacy and eement, the Contract, and the uant to any specifications set forth in ied access, password restrictions, 4.5 The Parties acknowledge thad Entity sidieffid controls its data. CAKLANEW OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING Compliance Office I Purchasing 248-858-05111 purchasing@oakgov.com 3.5 Business Associate may use PHI to report violations of law to appropriate federal and state authorities, consistent with 45 CFR 164.502(j)(1). §4. OBLIGATIONS OF COVERED ENTITY. 4.6 Covered Entity shall pr accordance with 45 notice, to the extent PHI. Covered Entity sha use or disclasePt4Ao the or a s permitted on on the use or .522. Covered vered Entity §5. a copy of its notice of privacy practices produced in y subsequent changes or limitation(s) to such y effect Business Associate's use or disclosure of usiness ATOrrate with any changes in or revocation of permission to the changes or revocation may affect Business Associate's permitted or extent that the changes or revocations may affect Business of PHI, Covered Entity shall notify Business Associate of any PHI that Covered Entity has agreed to in accordance with 45 CFR ity may effectuate any and all such notices of non-private information via eb site. ssociate 0, as we disc osure 5.1 Except as provided in Section 5, upon termination of this Agreement or the Contract, for any reason, Business Associate shall return or destroy (at Covered Entity's request) all PHI received from Covered Entity or created or received by Business Associate on behalf of Covered Entity. This provision shall apply to PHI that is in the possession of subcontractors or agents of Business Associate. Business Associate shall retain no copies of PHI. 5.2 If Business Associate determines that returning or destroying the PHI is infeasible, Business Associate shall provide to Covered Entity written notification of the conditions that make return or destruction infeasible. Upon receipt of written notification that return or destruction of PHI is infeasible, Business Associate shall extend the protections of this Agreement to such PHI and shall limit further uses and OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004722 Page 24 Rev 2015/09/30(v2) 6.2 Regulatory References. A reference in this Agreement to a sApn in the Priv means the section as in effect or as amended. le or Security Rule 6.3 Amendment. The Parties agree to take action to am to comply with the Privacy and Security requirement such an amendment, this Agreement shall automaticall 6.4 Survival. The respective rights and oblig Agreement shall survive the termination t as necessary for Covered Entity e Business Associate refuses to sign and Covered Entity under this Contract. OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING Compliance Office I Purchasing 248-858-0511 I purchasing@oakgov.com disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such PHI, which shall be for a period of at least six (6) years. §6 MISCELLANEOUS. ociate becomes a ater. However, certain HIPAA or the HITECH 6.1 This Agreement is effective when the Contract is executed or when Busines, Business Associate of Covered Entity and both Parties sign this Agreeme provisions have special effective dates, as set forth herein or as set fo, Amendment. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004722 Page 25 Rev 2015/09130(v2) OAKLAND, OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 I nurchasing@oakgov.com EXHIBIT III FEDERALLY FUNDED CONTRACT REQUIREMENTS Exhibit III sets forth additional provisions for all federally-funded contracts. To the extent that this Contract is funded, in whole or in part, by any federal award, the following provisions apply: is Contract, the County may r if Contractor breaches satisfaction, if A. Termination. In addition to the termination rights set forth in Section terminate this Contract, in whole or in part, for cause upon notice t any duty or obligation in the Contract and fails to cure the breachf applicable. A.1 loss, dama ract uh Lta Right to Cure. If the Contractor breaches the Contract, that the breach is curable, then the County must prg breach and a time period (not less than thirty (30) day opportunity to cure do not apply in the following circumg (2) if the County determines in its sole discrpion that the b the health or safety of any person or the personal property; or (3) if the County ter The effective date for termination or cance n, determines with written notice of the reach. The notice of breach and for successive or repeated breaches; oses a serious and imminent threat to destruction of any real or tangible .bis Section or Section A.1 above. ed in the written notice. A.2 Termination Deemed for Convsnie,nce. determined, for any reaso cause shall be deemed notice of breach. 'terminates the Contract for cause and it is t in breach of Contract, then the termination for e, effective as of the same date specified in the B. 00)113111apon use. If the Contract is terminated for cause, the County may require Con pay all costs incurred by the County in terminating the Contract, includinglq d toliftinistrative costs, reasonable attorneys' fees, court costs, and any ty may incur to procure the Deliverables required by the Contract costs are not consequential, indirect or incidental damages and her terms included in the Contract; however such costs shall not exceed obligation under this Contract. C. Complianh Laws.tractor shall comply with the following, if applicable: C.1 The Davis-Baconir 0 U.S.C. 3141-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, "Labor tandards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"); C.2 The Copeland "Anti-Kickback" Act (40 U.S.C. 3145 et seq.), as supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"); C.3 The Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708) as supplemented by Department of Labor regulations (29 CFR Part 5); OAKLAND COUNTY COMPLIANCE OFFICE PURCHASING Rev 2015/09/30(v2) CONTRACT NUMBER 004722 Page 26 t OAKLAND! COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office I Purchasing 248-858-05111 purchasing@oakgov.com 02) C.4 The requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency; C.S All applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. -1387); C.6 All mandatory standards and policies relating to energy efficiency w energy conservation plan issued in compliance with the Energy P 6201 et seq.); and C.7 The Byrd Anti-Lobbying Amendment (31 U.S.C. 1352 et s, contained in the state ervation Act (42 U.S.C. the government-wide Excluded Ontractor must promptly notify the renewal, or extension of this Contract. his Contract, in whole or in part, D. Debarment and Suspension. Contractor certifies th Parties List System in the System for Award Managemd County, if Contractor is listed in SAM at any time during t If Contractor is listed in SAM, the Countyladiffminate or immediately, upon notice to Contractor. E. Equal Employment Opportunity. If this Con Construction Contract" under staX Part 60- Contractor agrees as folio on of "Federally Assisted during the performance of this Contract, E.1 The Contractor will color, religion, sex, o applicants are employe race, color,ex Employ term apo appli clause. oyee or applicant for employment because of race, r will take affirmative action to ensure that employe Znre treated during employment without regard to their nal origin. Such action shall include, but not be limited to the following: or transfer; recruitment or recruitment advertising; layoff or s of compensation; and selection for training, including or agrAs to post in conspicuous places, available to employees and otices to be provided setting forth the provisions of this nondiscrimination E.2 The Contract° solicitations or advertisements for employees placed by or on behalf of the Contractor, state all qualified applicants will receive considerations for employment without regard to race, color, religion, sex, or national origin. E.3 The Contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. E.4 The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/09/30(v2) CONTRACT NUMBER 004722 Page 27 IOAKL ANDr- COUNTY MICHIGAN OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE PURCHASING Compliance Office I Purchasing 248-858-0511 I purcbasing@oakgov.com E.5 The Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. E.6 In the event of the Contractor's noncompliance with the nondiscriminatio with any of the said rules, regulations, or orders, this Contract may be c suspended in whole or in part and the Contractor may be declared in contracts or federally assisted construction contracts in accordan Executive Order 11246 of September 24, 1965, and such other invoked as provided in Executive Order 11246 of September, the Secretary of Labor, or as otherwise provided by law. ses of this Contract or ed, terminated, or for further Government dures authorized in posed and remedies lation, or order of 11246 of September 24, 1965, so that sue, vendor. The Contractor will take such actloWIlith administering agency may direct as a mea noncompliance: Provided, however, that in with, litigation with a subcontr the Contractor may reque United States. Feceding paragraph (1) and the chase order unless exempted by Suant to section 204 of Executive Order ng upon each subcontractor or ntract or purchase order as the ns, including sanctions for becomes involved in, or is threatened direction by the administering agency ter into such litigation to protect the interests of the E.7 The Contractor will include the portion of the sente provisions of paragraphs (1) through (7) in every subcci rules, regulations, or orders of the Secretary of Labor issu visions will be ect to an OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/09/30(v2) CONTRACT NUMBER 004722 Page 28 Contractor is to complete Guardianship Assessment reviews as assigned by the court. minor or adult wards residing within Oakland County or outside of Oakland Count ranges between 500-1000 annually. ese reviews could be for court's review volume Contractor Responsibilities: 1) Attendance at all court provided trainings. Attendance at court he by a party; otherwise attendance at court proceedings is not g& if require the regular asse Probate Court Responsibiliti 1) Provide an orientation se 2) Provide a list of names and la due dates. 3) Make cou h addresses of wards that are to receive assessment reviews and Trver questions about the procedures involved. Fee Schedule 1) The minor and a in the Contractor Rd t unit costs are all inclusive and at a minimum include the services listed ilities plus all other incidental and overhead costs. ® COAKLAND7 OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING Compliance Office I Purchasing 248-858-0511 I purchasing@oakgov.com EXHIBIT VI: SCOPE OF CONTRACTOR DELIVERABLES / FINANCIAL OBLIGATIONS 2) Completion of assessment interviews with wards as assign contact with the guardians and other individuals as nee 3) Timely completion and submission of assessment review fo County Probate Court. 4) Copying costs of the materials, assessment fo ports, and allItakoaperwork required for this program. 5) Research of court files. 6) Mileage costs which are accrued in the perform of th 7) If a ward has a conservatorship file d there are conservator and will not bill 0 ty, and nship Is:§"essment completed and turned in timely, typed and complete. In County Out of County Minor Assessment $50.00 /ea. $50.00 /ea. Adult Assessment $50.00/ea. $50.00 /ea. i. For every 10 of the above assessments the contractor is assigned, one additional will be performed for free, at $0.00. he court at their residerikPnake telephone o discuss ards' welfare. rts for each ward to the Oakland I 'assessment interviews. ss of $5,000, the Contractor will bill the ontractor agrees that the fee will not exceed $200.00. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/09/30(v2) CONTRACT NUMBER 004722 Page 29 Resolution #16099 April 21, 2016 The Chairperson referred the resolution to the Human Resources Committee and the Finance Committee. There were no objections.