The URL can be used to link to this page

Home My WebLink AboutResolutions - 2016.05.05 - 22344REPORT (MISC . #16099) May 5,2016 BY: Human Resources Committee, Bob Hoffman, Chairperson IN RE: MR #16099 - PROBATE COURT - REQUEST FOR APPROVAL OF CONTRACT WITH A FORMER COUNTY EMPLOYEE To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: The Human Resources Committee, having reviewed the above referenced resolution on April 27, 2016, reports with the recommendation that the resolution be adopted. Chairperson, on behalf of the Human Resources Committee, I move the acceptance of the foregoing report. HUMA RESOURCES OMMITTEE •- HUMAN RESOURCES COMMITTEE VOTE: Motion carried unanimously on a roll call vote with Kochenderfer absent, MISCELLANEOUS RESOLUTION ',A 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 REP 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 SERVICES COMMITTEE Motion carried unanimously on a roll call vote •"-"" OAKLAND7 COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office I Purchasing 248-858-0611 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 e..t „., Contractor Information: , ontra Administrator (If Difft): DONALD F SLAVIN Donald Slavin 2467 Dartmoor Troy, MI 48084 slavincl@gmail.com Vendor No: 1615 1. Compliance Office Purchasing Information Contract Administrator kland County Using Department: Buyer: Joseph Dahl OAKLAND COU 2100 Pontiac Lake RP1d Waterford, MI 328-0-1I32 248-858-0541 purchasing@oakgov,com ,g -1-1W ,,,,w, John Cooperrider OAKLAND COUNTY 1200 North Telegraph Road 14 East County Service Center - Pontiac Pontiac MI 48341 The Parties agreettke attached tArks an ditions: Contract Administrator cjb SIGN: Pamela L. Weipert, CPA, CIA, Compliance Officer or Scott N. Guzzy, CPPO, MBA, Purchasing Admin OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/09/30(v2) CONTRACT NUMBER 004722 Page 1 tOAKIAND-7 OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN 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: 1.2. "Business Day" me designated holida gh Friday MI 8:00 a.m. to 5:00 p.m., excluding County bint; deman—d"Tbr 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 her 'Itrn enced or threatened, including, but not limited to, ble att rney 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. 1.5. "Contract" mealliphis 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 2015109130(v2) CONTRACT NUMBER 004722 Page 2 . KIAINff COUNTY MICHIGAN OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE PURCHASING Compliance Office I Purchasing 248-858-0511 I purchasing@oakgov.com Exhibits (Applicable if Checked) 1.8.1. I21 Exhibit I: Contractor Insurance Requirements 1.8.2. Z Exhibit II: Business Associate Agreement (Health Insurance Portability and Accountability Act Requirements) 1.8.3. tg: I Exhibit III: Federally Funded Contract Requirements 1.8.4. D Exhibit IV: County Service marks Licensed to Contractor 1.8.5. D Exhibit V: Software License 1.8.6. IX1 Exhibit VI: Scope of Contractor Deliverables/Financial 0 onstitutional Corporatifflats departments, Agents" il‘fined below. 1.9. "County" means the County of Oakland, a Municipal divisions, authorities, boards, committees, and "Cc 1.10. "County Agent" means any elected and appointed o members; commissioners; employees; and volunteers o representative, or official capacities. "C Agent" anytime during the term of this or elected and in that capacity. ors; board members; council Ounty; whether acting in their personal, dude any person who was a "County is no longer employed, appointed, Agent" shall for any o any p s, and h this Con 1.11. "County Data" means information or data Contract, including, but no addresses, passwords, Confidential Inform CoWo Contractor in the performance of this y identifiable information such as names, e-mail or business addresses. County Data includes 1.12. "Day" means any ear day Vt 12:00:00 a.m. and end at 11:59:59 p.m. 1.13. "Deliverables" means d or services provided under this Contract, whether tangible or intangibl cifically described in Exhibit VI. 1.14. "Eff the date listed on the first page of this Contract. 1.15. :5959 p.m. on the date listed on the first page of this Contract. 1.16. "E-Ve t based system operated by the Department of Homeland Security (DHS) in partne cial Security Administration (SSA) that allows participating employers to electronical t-: employment eligibility of their newly hired employees. Information and the registration pr 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 2015109/30(v2) CONTRACT NUMBER 004722 Page 3 OAKLAND._ COUNTY MICHIGAN OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE PURCHASING Compliance Office j Purchasing 248-858-0511 I purchasing@oakgov.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 dctor for De Contract. The Purchase Order may include terms regard livery schedule, transportation. 1.23. "Purchasing" means the Purchasing Unit of the OallartiCountyaKpliance Office. les pursuant to this nt, and §2. CONTRACT TERM AND RENEWAL 2.1. Contract Term. This Contract shall beg 2.2. Contract Renewal. Unless otherwise prd extend this Contract after the Expiration Legal Effect. This Contract Contract is signed by a signed by an authori Contract, are sub Contract have been §3. CONTR Effective Dallijaij shall end on the Expiration Date. under no obligation to renew or only be extended by an Amendment. ding when all of the following occur: (a) this Ily authorized to bind Contractor; (b) this Contract is actor certificates of insurance, required by this ; and (d) any other conditions precedent to this 3.1. Con nd Purcli rderNaince. Purchasing shall issue this Contract and any Purchase Orders 'ay be required. hasingirthe 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 ice/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 conditions o ract and are included and incorporated herein. 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 Rev 2015/09/30(v2) CONTRACT NUMBER 004722 Page 4 OAKLANDr OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING Compliance Office I Purchasing 248-858-0511 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 until a change is executed according to the procedures described in this Co directed to perform work that Contractor believes is a change in t Contractor must notify Purchasing that it believes the requeste before performing the requested work. If Contractor fails t requested work, then Contractor waives any claims for a requested work. If Contractor begins work that is out before an Amendment is executed and then stops request of the County, undo any out-of-scope work 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,s,44hrough and conditions of this Co §4, tiTy Purchasi nal cornpensatio e scope of this Corit6 ndment containing the If the Contractor is t/Deliverables, then ge to the Contract ore beginning the erforming the begins work th rk, Contractori7nust, at the believes would adversely affect vent of a con d take n similiCdocuments shall not change the terms terms and conditions contained in nce over any allegedly conflicting ndments, and other documents Contractor invoices, packing slips, 4.1. County Terminatioal this Contract, the Couri bly, upon ctor, or an own third-party fun for Comte 'al rights the County may have to terminate or cancel erminate the Contract 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 greater share of Contractor is convicted of a criminal offense; or for this Contract is reduced or terminated. ce. The County may terminate or cancel this Contract, in whole or part, at 4.1.2. any time, incurring obli clearly stated in ) Days' notice to Contractor, for any reason, including convenience without penalty of any kind. The effective date for termination or cancellation shall be notice. 4.2. 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 OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/09/30(v2) CONTRACT NUMBER 004722 Page 5 COUNTY MICHIGAN OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON ,,_:_. OAKILANDF k ......__....„._....,, or any ArneriTments 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 I be set forth in Exhibit VI or a Purchase Order. '611 follow 5.3. al Obligations. under this Co obligationA xcept as otherwise set forth in Exhibit VI, Contractor shall submit an invoice to 5.4. Payment 0 COMPLIANCE OFFICE Compliance Office Purchasing 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 t ntract, for any reason, then Contractor must do the following: (a) cease providing all Delive as specified at the time stated in the notice of termination; (b) take any action necessary, County may direct, to preserve and protect Deliverables or other property derived or ting he Contract that is in Contractor's possession; (c) return all materials, property, a ounty Data•ed to Contractor by the County; (d) unless otherwise directed by the County, fer title in and d to the County all Deliverables in the possession of Contractor or Contr mployees (which Deli es are transferred to the County "As-is", except to the ex e amour aid by the Coun y for these Deliverables include warranties or warranty service i in t uation, the Deliverables will be transferred with the warranty or warranty services an s"); and (e) take any action to mitigate and limit any potential damages, includin terminating or ng, as applicable, those subcontracts and outstanding orders for materials a pi connectes or related to this Contract. 4.5. Assumption of Subcontracts. if Contrac Contract, then the County may assume, at Deliverables provided under e Contract a replacement Contract or s the CO ct and the County terminates this tracts and agreements for [1r-sue cohipletion of the Deliverables by in its sole judgment, deems expedient. §5. SCOPE OF DELI 5.1. Performance of DellMbles.40WRINIMIsorbvide all Deliverables identified in and as set forth in the County's C 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 OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/09130(v2) CONTRACT NUMBER 004722 Page 6 6.4. 6.5. gOAKIANDY- OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE Compliance Office f Purchasing 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 in a of any County-provided equipment, supplies, or badges th not returne corn pletion, termination, or cancellation of this Contra 5.8. In-Kind Services. Unless expressly provided herein services by either Party. §6. CONTRACTOR'S WARRANTIES AND ASSURANCI uties or obligations of costs from any amounts unt equal to the cost ntractor upon 6.1. Full Knowledge of Contract Expectatio and/or entering into this Contract, it had expectations for this Contract. to execute this Contract. Con t- perform the Contract as s 6.2. Complete and Accur records, and mat have been truthfu or warrant before submitting its Proposal all County requirements and/or g adequately and properly prepared If in allMterial respects that it will be able to tor certifies that all statements, assurances, nnection with seeking and obtaining this Contract the Parties agree in this Contract to follow any Contractor polices, 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. T Contractor IncI Expenses. Except as otherwise expressly provided in this Contract, Contractor shall be solely res onsible 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. 6.6. 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. 6.7. Contractor Employees. 6.7.1. 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 OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015109130(v2) CONTRACT NUMBER 004722 Page 7 OAKLANDr OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office I Purchasing 248-858-0511 I purchasing@oakgov.com COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING 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 anciajpervision of any Contractor Employees. 6.7.3. Removal or Reassignment of Personnel at the County's Request. tor shall remove a Contractor Employee performing work under this Contract at th County's request is based on legitimate, good-faith reasons. Re person must be fully qualified for the position. If the remo 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-pray under this Contract. cement f a Contracto this delay shall no is Contrait effected by nnel for the removed oyee results in an nsidered a moval will be v,ptification u 'Contractor Employees shall wear and while working on County premises. pletion of Contractor's obligations e resul Contrac ited to th 6.7.5. Background Checks. At the County's reqd 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 CourirrThe 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. rider asonably all infor4 6.7.6. Compliance with Cou Employee (tang' sha y Policies a se 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. tor Employee E expe Employ liable for .contributions under federal or ses. All Contractor Employees shall be employed at the Contractor's sole ent-related taxes and insurance). Contractor warrants that all Contractor ly with and adhere to the terms of this Contract. Contractor shall be solely Ontractor Employees' federal, state, or local payment withholdings or 'all Contractor Employee related pension or welfare benefits plan contributions e law. Contractor shall indemnify and hold the County harmless for all Claims Wcluding empl all fully c, ica 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 Rev 2015109130(v2) CONTRACT NUMBER 004722 Page 8 OAKLAND COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office I Purchasing 248-868-0611 I 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 estaq relationship between the County and Contractor or any Contractor Contractor Employees be deemed employees, agents, volunteers ?' Contractor shall ensure that Contractor Employees are apprised : independent contractors of this status. 6.8.2. Contractor/Contractor Employee Representations. C represent themselves as County employees. Contr represent themselves as County employees. 6.8.3. County Benefits and Plans. Contractor and Contractor in any County employee benefit plans anAgLograms, inclu compensation, insurance (including wit pay. This limitation includes access to b plan. 6.8.4. County Reliance. The Cour! Contractor regarding its to Contractor Emplo and performance .77rInsible for obtaining and maintaining, throughout the permits, certificates, governmental authorizations, and cessary to perform this Contract. Upon request by the County, y permit, license, certificate, or governmental authorization h 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, erify Program (or any successor program implemented by the federal repartments 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. n employer-employee ee. In no event, shall ractors of the County. s and the limitations ctor and/or Contractoloyees shall not shall ens that ContractoiTmployees do not bes shall not be entitled to participate ut not limited to, retirement, deferred ility, dental, and life), and vacation t 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. 630. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/09/30(v2) CONTRACT NUMBER 004722 Page 9 fOAKLANDw. OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING Compliance Office I Purchasing 248-868-0511 I purchasing@oakgov.com 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 Contracto any kind. 6.12.2. County Tax-Exempt. The County is exempt from state real property tax. Prices under this Contract shall no exempt for a specific Deliverable, Exemption certifi 4 al taxes, including but not real property taxes. The , state, or federal tax of roperty tax, and s not tax- will be furnished upon request. anal sales tax, pers e taxes, unless the Co for sale 6.13. Warranty for Services. Contractor warrants that a in compliance with all applicable laws, statutes, regulati 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)1.5 and packaged, and (e) confor 6.14.2. Warranty of Fitness for goods will be used fo to select or furnis oods shall b 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, 7711119119114runty 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 party. 6.15. se to Legal ReqM for Cornty Data. If County receives a Court Order, a Freedom of ct to the following warranties: nt to this Contract shall: (a) be urpose, (d) be adequately contained tions contained in the Contract. 6.14.3. Warranty of Title. A title, (b) free frw any of whe by a §7. on Act (FOIA) r est, or other legal request to provide County Data held by Contractor, then all provld unty Data to the County, in a format directed by the County, within the ired w. 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 Rev 2015109130(v2) CONTRACT NUMBER 004722 Page 10 TOAKLAND7 OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING 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 Id 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. or Contractor Employees Fn or County Data to any 'al Information or County use the Confidential g the foregoing, ata if requ unty prompt wn the County in opposm Contractor may disclose the Confidential Information or Co 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 evidenc& Contractor, prior to its receipt from the County, without or (b) is obtained by Contractor from a arty having th to keep such information confidential. y law, statute, or otice of the imiting the ired. This Contract imposes no 5tion or County Data which possession of or was known by ligation to maintain its confidentiality; to disclose it, without an obligation 9.2. Contractor Use of County Licensed Softwi County may permit Contract County. Contractor or Co provide or make avail purpose, without t Contractor nor Co ny suc or writte or Emp cr Contract ployee ftware nsent of 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 otherwise reverse enNilkiffiropyrillITIMrtware. Neither Contractor nor Contractor Employee shall use ao okware or fede y to the provisions of any applicable Software license agreement or state nor License t marks to perfor hibit IV. Cont ing Coun urn Counrvicemarks. If this Contract involves the use of County is Contract, then Contractor is granted a license to use the servicemarks or shall only use the servicemarks as directed by the County. Contractor rvicemarks upon expiration or termination of the Contract and may be 'triages of the servicemark retained by Contractor. In consideration for the performance of this Contract and the fees paid to Contractor, Contektor 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 CONTRACT NUMBER 004722 Page 11 Rev 2015/09/30(v2) OAKLAND COUNTY MICHIGAN OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE PURCHASING Compliance Office I Purchasing 248-868-0511 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 follow am n appropriate against unauthorized rdance with security plies to its own best practices. urity in 9.5.2. Unauthorized Access/Disclosure or Theft of County Dati the event of unauthorized access, disclosure, or theft commercially reasonable measures to address a se Data. tractor shall pr nty Data. Contractor breach i2iiitimely manner f notify County in ake secure County 9.5.3. Storage of County Data. Contractor shall only store an located within the United States. Contraator shall not an store County Data on portable devices, and kept only at its U.S. data centers. C County Data remotely only as required to 9,5.4. Obligations upon Expiratio upon expiration, termin mutually agreeable f County Data as dir ination ellation t and or DITIO County Data at and from data centers ot permit Contractor Employees to rs, except for devices that are used ractor Employees to access 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 rsonal co mit it er Count in this Conti' 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. ,erty r Con or Facilities. Contractor shall not place any signs or advertisements on ties 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 CONTRACT NUMBER 004722 Page 12 Rev 2015/09/30(v2) COUNTY MICHIGAN OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE Compliance Office] Purchasing PURCHASING 248-858-0511 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 for any property loss or damage resulting from fire, theft, or other means to Contrac Olffiersonal/Mgrty located, kept, or stored on or at County property or facilities during perfor e of this Cont 10.7. County's Right to Suspend Contract Performance. U ritten notice, the Coun y require 10.8. Discrimination. Contractor shall not dise in violation of state or federal law. Contra charge filed and/or of any delgaination b by Contractor. 10.9. Conflict of Interest. MCL 15.321, et se To avoid any real or relative of Contractor'g the Cou empl Contractor to suspend performance of this Contra state, or local laws or any requirements contained of this Contract is in addition to the County's right to t County shall incur no penalty, expense, or liability to Con failed to comply with federal, The right to suspend performance nd/or cancel this Contract. The if the County suspends performance of this Contract under this Section. ern'Wee or applicant for employment fy the County of any complaint or t or adMinistrative agency of illegal discrimination 318 of 1968, as amended (MCL 15.301, et seq. and Into between the County and any County Agent. , Contractor shall identify any Contractor Employee or bes who are prbsently employed by the County. Contractor shall give y County Agents or relatives of County Agents who are presently 10.10. pe shall actor MIT1 maintain accurate books and records in connection with ct for thirty-six (36) months after the end of this Contract and Contractor th reasonable access to such books and records, upon request. 10.11 . Audit. Th ty independent auditor hired by the County may perform contract audits (in its sole discretio all have the authority to access all pertinent records and data and to interview any Contractor loyee during the term of this Contract and for a period of three years after final 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 Rev 2015109130(v2) CONTRACT NUMBER 004722 Page 13 tOAKLAND 'COUNTY MICHIGAN OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE PURCHASING Compliance Office I Purchasing 248-858-0611 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 damages under this Contract. Contractor shall also provide the County w equate information to allow the County to make a determination regarding the assignment, • tion, or subcontract. 10.12.2. Flow Down Clause Required. Any assignment, delegation, or sub y Contractor must include a requirement that the assignee, deiegee, or subcontractor will ply e terms and conditions of this Contract. The assignment, delegation, or subcontracAta in no way ish or impair performance of any term or condition of this Contract. 10.12.3. Contractor Res onsibilit for Assi ns Dele ates Su Contractor as, delegates, or subcontracts this Contract, in whole or in part, Co 4 or shall n the sole point of contact regarding all matters under this Contract and shall re r performance of this Contract. Contractor is solely responsible for the management o es, delegees, and subcontractors. or subcont ity fo 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 traabr shall be the sole responsibility of les. 10.13. Non-Exclusive Contract. limits or is intended to general public, oth term of this Contr work that Contract& construed tozuzirantee Deliver tl-Party Beneig ot intended to a 'ed, right to be rson or ent 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 ctor or any Contractor Employee any fixed or certain number of net as provided for the benefit of the Parties, this Contract does not e any obligation, duty, promise, contractual right or benefit, right to be rogated to the Parties' right in this Contract, or any other right in favor of ct is a n y, Contr , municip bnditions. The following terms and conditions shall survive and continue in 'termination or cancellation of this Contract (or any part thereof) until the terms and conditions arTfully 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 fOAKIANEW COUNTY MICHIGAN OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 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 of this Contract, neither Party shall be liable for failure to perform contractual duties or obligations caused by eve si beyond their reasonable 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 sasters; (c) terrorism; (d) stoppages, or other Labor the affected Party of such 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 pora if a reasonab sualty or loss oc 10.18.1, Written Notice. All notices required under this Cod (a) the next Business Day, if personally delivered; (b) t postage prepaid, return receipt requested; (c) the next B overnight express courier with a reliabl pg_system; or confirmation, if sent by e-mail or fax. 10.18.2. Notice to Contractor. Unless otherwise s Contract Administrator listedaLthe first 0 10.18.3. Notice to County. Unle Purchasing, the Cour), on the first page o writing. Notices shall be effective: siness Day, if sent by U.S. mail, Day, if sent by a nationally recognized p next Business Day with a receipt of em, Notice to the County shall be addressed to ble), and the County Contract Administrator(s) listed 10.19. Captions. Section an num-firrions, and any index to sections or subsections contained i j&CcirtraliErintended for the convenience of the reader and are not intended to have a d shall not be interpreted to limit or modify any substantive pray (L• ontract, for any noun or pronoun, use of the singular or plural se of the nomi 9, pos sive, or objective case, and any reference to gender (masculine, g, and neuter) s mean the appropriate form, case, or gender as the context requires. 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 subsequently affiliK 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. Severability. 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 2015/09/30(v2) CONTRACT NUMBER 004722 Page 15 OAKLAND7 OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING Compliance Office I Purchasing 248-858-0511 1 purchasing@oakgov.com 10.21 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 b 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 Mich] verned, interpreted, and y law or court rule, any Felated to this Contract shall h District of the State of of M1 ,thervvise req rum set forth ab 'ained in such forum or 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 appr4 10.25. Entire Contract. This Contract represents the entire Parties. This Contract supersedes all other prior oral or agreements, or contracts between the PALlias. The langua whole according to its fair meaning and , Southern Division, as y law or court rule, all not be g action under lid understanding between the understandings, 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 quired by any applicable Federal or State Law and ,000 each accident, $500,000 disease each .1141KLAPIIIIIIEr".e COUNTY MICHIGAN OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE PURCHASING Compliance Office I Purchasing 248-858-0511 I 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. Primary Coverages 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 (fci d Operations, ersonal and Advert Contrasitual including c Workers' Compensation Insuranc Employers Liability insurance wi employee, and $500,000 dis 1. U Fully Insured or State 2. lig Sole Proprietors must su 3. D Exempt e Exemption gned Sole Proprietor form. etc., must submit a State of Michigan form WC-337 Certificate of Commerciá1gmobiIe Liability any owned, hi non-owned requirement is w 'f there a performance of this urance 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 OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004722 Page 17 Rev 2015/09/30(v2) 4. 0 Liquor Legal Liability Insurance with a limit of $1,000,000 eachAelffrence sh is served and/or present. required when liquor 5. 0 Pollution Liability Insurance with minimum limits of $ aggregate when cleanup & debris removal are part 6. 0 Medical Malpractice Insurance with minimum limits of $1, 7. 0 Garage Keepers Liability Insurance with Ili aggregate. 0 per claim and $1,000,000 aggregate. er claim and $1,000,000 8. El Cyber Liability Insurance wittaihAir limits 0,000 per claim and $1,000,000 aggregate. provided product/service and deemed ent. The aforementi conditions, required te all b rsed, as applicable, and shall contain the following terms, cer tes of insurance shall provide evidence of compliance with all dorsements. Winsura endorseme onditions and 1. All policies o insurance carrie bn a primary, non-contributory basis with any other insurance or self- Y; as may ty Risk Mi IOAKLAND 1++Mi.u,gd..4 COUNTY MICHIGAN COMPLIANCE OFFICE OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office I Purchasing 248-868-0511 I purchasing@oakgov.com PURCHASING Supplemental Coverages (Required as Checked) 1. El 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. El Commercial Property Insurance. The Contractor shall be responsible for ning and maintaining insurance covering their equipment and personal property against all ph mage. 2. The insurance companTrs) 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 ISI.O.W. AV, OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office L Purchasing 248-858-0511 I purcbasing@oakgov.com COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING 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 under the Contractor's insurance policies, to procure and maintain insurance with coverages, limits, p equal to those required in this Contract; 1%iici 7. Certificates of insurance must be provided no less than ten (10) Businir ay to the County's execution of the Contract and must bear evidence of all required tiirconditio endorsements; and ons, and/or clauses 8. All insurance carriers must be licensed and approved to do and maintain a minimum A.M. Best's rating of A- unless o Management Department. ss in the State of Mic and shall have Ise apprAgd by the Coun isk OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004722 Page 19 Rev 2015/09/30(v2) 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 elow for pur ed but not other vacy 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. d-h the Contract and listed on the first of Oakland as defined in the Contract. 'defined in 45 CFR 164.501. 1.7 Electronic Healtb.Becord.ronic Health Record" means an electronic record of health-related informa care ,s created, gathered, managed, and consulted by authorized health 1.5 Covered Entity. "CoveraffiEtIty" HMIs the Co 1.6 fOAKRINDr OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING Compliance Office I Purchasing 248-868-0611 I purchasing@oakgov.com EXHIBIT II BUSINESS ASSOCIATE AGREEMENT (Health Insurance Portability and Accountability Act Requirements) Exhibit Ills 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 nd the County ter referred to as ivacy and Security Rules and 1.8 HIPAWIPAA" means tlintlealth Insurance Portability and Accountability Act of 1996. 1.9 HITECH A Information H Amendment" means the changes to HIPAA made by the Health r Economic and Clinical Health Act. 1.10 Individual. "IndiviNal" 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) 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. eport to Covered Entity any known Security Incident or any known use or OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE PURCHASING Compliance Office I Purchasing 248-858-0611 I purchasing@oakgoy.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 implementr 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 incl , but not limited to, the following: IPAA security officer; (b) Business lance with the Privacy and Security rivacy and Security Rules; (d) overed Entity; (e) Business ntractors that perform functions AsS shall conduct a security risk analysis. 2.1 Business Associate understands that pursuant to the HITE Privacy and Security Rules in a similar manner as the ru Associate shall take all actions necessary to comply business associates as revised by the HITECH Amend (a) Business Associate shall appoint a HIPAA privacy offi Associate shall establish policies and proce ures to ensure Rules; (c) Business Associate shall train it _ orce regardin Business Associate shall enter into a priva Associate shall enter into privacy/security relating to Covered Entity involving PHI; and 2.2 Business Associate shall Agreement or as requ 2.3 Business Associate s Associate shall impleme and procedgrfiTpatreasd of PHI t ther than as permitted or required by this to prevent use or disclosure of the PHI. Business strative, phY11Eal, 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 LIIIIIIIIMPT:LLrn ALILLLLAL 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 CONTRACT NUMBER 004722 Page 21 Rev 2015/09/30(v2) r OAKILANDr- COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office I Purchasing 248-858-0511 I purchasing@oakgov.com er, 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. 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, 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 beforg individual(s). Covered Entity shall promptly review th approval. I assume the individual ere a breach of unsecured or, or other agent of osed to Covered o Covered Entity for affected withhold its ociate nd shall provi equired to be sent and shall not unreason te s icer, subcontr red Entity', not 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 oppor 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 a pare the notice and shall provide ar days before it is required to be sent shall not unreasonably withhold its nintain a vered ErA of breach] titlalauthirt 2.6.4 Business Associate sh shall submit the log year, so that the Cove 164.408. This reouireme 23, 2009. 'Associate shag Entity or created e same restri usiness A prgAIP f 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 thy 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. 2.8 Business AssociatIkall 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 Rev 2015/09/30(v2) CONTRACT NUMBER 004722 Page 22 2.12 Following receipt of a written request by Covered Entity, BusinesWsociat ection 2 to p disclosures of PHI Entity or an Individual information collected in accordance respond to a request by an Individual for: (a) an account' CFR 164328 or (b) effective as of January 1, 2011 or su tor effec ive date prescri by regulations issued by the U.S. Department of Health and Huma ices, an nting of disclosures of Protected Health Information from an Electronic Health Record ord with the HITECH Amendment. provide to Covered Covered Entity to ordance with 45 §3. PERMITTED USES AND DISCLOSURES BY BMSINESS ASSOCIMkkusiness Associate may use and disclose PHI as set forth in this Section. 3.1 Except as otherwise limited in this Agreem functions, activities, or services for or on be eay use or disclose PHI to perform ed rieMlfas specified in the underlying service fOAKIAND/7- _,® OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING Compliance Office I 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. agreement between Covere not violate the Privacy R procedures of the Coy, and Business Assoc services for or on beh operations as those ter violate th the Co sociate, provided that such use or disclosure shall y 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 s otherwise limit t and admini ssociate. A 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 and 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)(1)(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. tity in its notice of imitation may affect 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. 4.3 Covered Entity shall use appropriate safeguards to security of PHI transmitted to Business Associate pu Privacy Rule, until such PHI is received by Business Asso any attachment to the Contract. eat#e the confidentiality, privacy and eement, the Contract, and the uant to any specifications set forth in 4.4 Covered Entity shall manage all users of t inactivity timeouts, downloads, and its abil 4.5 The Parties acknowledge tha„OM .Kd Entity ding its Vied access, password restrictions, Wise process PHI. 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 ate 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 s r disc.W of PHI, Covered Entity shall notify Business Associate of any osureT 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. 4.6 Covered Entity shall accordance with 45 pr notice, to the PHI. Covered use or disci require As so res Secti posting permittedN on on the use or .522. Covered vered Entit), Entity sha extent the ssociate 0, as well usiness ASS' 40AKIAND-1*- - COUNTY MICHIGAN OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE PURCHASING Compliance Office I Purchasing 248-868-0611 I 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. 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 Rev 2015109130(v2) CONTRACT NUMBER 004722 Page 24 6.3 Amendment. The Parties agree to take action to a to comply with the Privacy and Security requirement such an amendment, this Agreement shall automaticall t as necessary for Covered Entity e Business Associate refuses to sign 6.4 Survival. The respective rights and oblig Agreement shall survive the termination fAusiness Ass7Sairild Covered Entity under this nt and Contract. OAKLAND7 COUNTY MICHIGAN OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON 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. 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 fq Amendment. ociate becomes a ater. However, certain HIPAA or the HITECH 6.2 Regulatory References. A reference in this Agreement to a sgapn in the Privallftje or Security Rule means the section as in effect or as amended. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 20151139/30(v2) CONTRACT NUMBER 004722 Page 25 OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE PURCHASING Compliance Office I Purchasing 248-858-0511 I purchasing@oakgov.com EXHIBIT Ill 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: 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 breach, applicable. A.1 Right to Cure. If the Contractor breaches the Contract, that the breach is curable, then the County must pr breach and a time period (not less than thirty (30) da opportunity to cure do not apply in the following circum (2) if the County determines in its sole discr tion that the laP the health or safety of any person or the otloss, dama personal property; or (3) if the County ter The effective date for termination or cance is Contract, the County may r if Contractor breaches satisfaction, if e County, in its sole dis n, determines the Cont r 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 is Section or Section A.1 above. staled in the written notice. A.2 Termination Deemed for Conv nce. If th determined, for any reaso actor w cause shall be deemed inatio r conve notice of breach. terminatTs 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 C. B. Contractor's Obligati County may require Con including reason fro ca 50% ci Comollan use. If the Contract is terminated for cause, the pay all costs ificurred by the County in terminating the Contract, pistrative 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. tractor shall comply with the following, if applicable: cure C.1 The Davis-BacoriWO 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 OAKLAND OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING Compliance Office I Purchasing 248-858-0511 I purchasing@oakgov.com 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.5 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); contained in the state ervation Act (42 U.S.C. 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 the government-wide Excluded bntractor 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 tF If Contractor is listed in SAM, the Countylagerminate or immediately, upon notice to Contractor. E. Equal Employment Opportunity. If this Con Construction Contract" under,ge-CAB 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 Employ term ap appli clause. oyee or applicant for employment because of race, r will take affirmative action to ensure that employednre treated during employment without regard to their nal origin. Such action shall include, but not be limited to the following: dem or transfer; recruitment or recruitment advertising; layoff or othe s of compensation; and selection for training, including or agrees to post in conspicuous places, available to employees and otices to be provided setting forth the provisions of this nondiscrimination 71.113 n; rates of iceship. The Con , for employme E.2 The Contracto 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 AKLANDr- COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office Purchasing 248-858-0511 J purchasing@oakgov.com ES 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„sa l invoked as provided in Executive Order 11246 of September, the Secretary of Labor, or as otherwise provided by law. ses of this Contract or red, terminated, or for further Government dures authorized in posed and remedies ation, or order of E7 The Contractor will include the portion of the sente provisions of paragraphs (1) through (7) in every subcd rules, regulations, or orders of the Secretary of Labor issu 11246 of September 24, 1965, so that suc visions will be vendor. The Contractor will take such act administering agency may direct as a mea noncompliance: Provided, however, that in with, litigation with a subcontlacteor venclO the Contractor may requeshaMtlatel States United States. receding paragraph (1) and the chase order unless exempted by 'uant to section 204 of Executive Order upon each subcontractor or ontract or purchase order as the ns, including sanctions for becomes involved in, or is threatened ult of such direction by the administering agency ter into such litigation to protect the interests of the OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/09/30(v2) CONTRACT NUMBER 004722 Page 28 Fee Schedule 1) The minor and a in the Contractor Re lit unit costs are all inclusive and at a minimum include the services listed ilities plus all other incidental and overhead costs. COAKLANDT'2 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 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 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 fi3 County Probate Court. 4) Copying costs of the materials, assessment fo 5) Research of court files. 6) Mileage costs which are accrued in the perform 7) If a ward has a conservatorship file apd there are conservator and will not bill OgidaridS- ty, and gi if require the regular asse e judge or subpoenaed t assignment. rts for each ward to the Oakland aperwork required for this program. he courtat their residerArnake telephone assessment interviews. ts in ex7Fss of $5,000, the Contractor will bill the rontractor agrees that the fee will not exceed $200.00. Probate Court Responsibilitic 1) Provide an orientation se 2) Provide a list of names and due dates. 3) Make cou er questions about the procedures involved. addresses of wards that are to receive assessment reviews and 4) Reim bent for each gunship 3Wessnrient completed and turned in timely, typed and complete. In County Out of County M inor 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. 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. FISCAL NOTE (MISC. #16099) May 5, 2016 BY: Finance Committee, Tom Middleton, 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: Pursuant to Rule XII-C of this Board, the Finance Committee has reviewed the above referenced resolution and finds: 1. 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. 2. The court is required to complete guardianship assessment reviews for both minor and adult wards residing within or outside of Oakland County. 3. The court, along with the Purchasing Department, went through an RFP process to seek resources to perform these guardianship assessment reviews and this process produced three proposals, one of which was from Don Slavin, an attorney and a former Oakland County employee. 4. The Oakland County Probate Court is interested in contracting professional services from Don Slavin, who has extensive experience in performing these reviews and is requesting a contract with Don Slavin from April 1, 2016 through March 31, 2017, with a not to exceed amount of $1,000 and with the ability to extend for one year for the next four years if both parties are satisfied with the arrangement. 5. Funding for these services is included in the existing Probate Court budget. 6. No budget amendment is required at this time. FINANCE COMMITTEE VOTE: Motion carried unanimously on a roll call vote. Resolution #16099 May 5, 2016 Moved by Fleming supported by Quarles the resolutions (with fiscal notes attached) on the Consent Agenda be adopted (with accompanying reports being accepted). AYES: Dwyer, Fleming, Gershenson, Gingell, Gosselin, Hoffman, Jackson, KowaII, Long, McGillivray, Middleton, Quarles, Scott, Spisz, Taub, Weipert, Woodward, Zack, Crawford. (19) NAYS: None. (0) A sufficient majority having voted in favor, the resolutions (with fiscal notes attached) on the Consent Agenda were adopted (with accompanying reports being accepted). rid/ (b I HEREBY APPROVE THIS RESOLUTION CHIEF DEPUTY COUNTY EXECUTIVE ACTING PURSUANT TO MCL 45.559A (7) STATE OF MICHIGAN) COUNTY OF OAKLAND) I, Lisa Brown, Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true and accurate copy of a resolution adopted by the Oakland County Board of Commissioners on May 5, 2016, with the original record thereof now remaining in my office. In Testimony Whereof, I have hereunto set my hand and affixed the seal of the County of Oakland at Pontiac, Michigan this 5th day of May, 2016. Lisa Brown, Oakland County