HomeMy WebLinkAboutResolutions - 2018.08.09 - 23737REPORT August 9, 2018
BY: Bob Hoffman, Chairperson, Human Resources Committee
IN RE: MR #18266 — PUBLIC SERVICES DEPARTMENT/MSU EXTENSION — MODIFICATION OF A
PROFESSIONAL AND EDUCATIONAL SERVICES CONTRACT
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
The Human Resources Committee, having reviewed the above-referenced resolution on August 1, 2018,
reports with the recommendation that the 8th WHEREAS paragraph of the resolution be amended, as
follows:
WHEREAS the three vacant positions on hold will primarily offset the amount of the professional services
contract with a not to exceed amount of $1,450,181 for the period of October 1, 2017 through September
2.0 30, 2022; and
Chairperson, on behalf of the Human Resources Committee, I move the acceptance of the foregoing
report.
Chairperson, Human Resources Committee
HUMAN RESOURCES COMMITTEE VOTE:
Motion carried unanimously on a roll call vote with Kochenderfer absent.
MISCELLANEOUS RESOLUTION #18266 July 19, 2018
BY: Commissioner Bill Dwyer, Chairperson, Public Services Committee
IN RE: PUBLIC SERVICES DEPARTMENT/MSU EXTENSION - MODIFICATION OF A
PROFESSIONAL AND EDUCATIONAL SERVICES CONTRACT
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
WHEREAS the County of Oakland and Michigan State University Extension (MSUE) have a long history of
working cooperatively to provide certain services and programs to residents of Oakland County; and
WHEREAS these services and programs have centered on Youth Development, 4-1-1 Programs, Nutrition
and Agriculture Services; and
WHEREAS over the past few years MSUE has assessed their mission and developed a new organizational
structure they feel will best service the public in the future, while containing costs; and
WHEREAS in Miscellaneous Resolution #13250 and #14242 the MSU Extension-Oakland County Division
of the Public Services Department committed to leaving two (2) 4-H Youth Development Coordinator
positions (#1070501-01787 and 02170) vacant to develop a professional services contract for services and
programs; and
WHEREAS due to an additional vacancy, the MSU Extension- Oakland County division of the Public
Services Department proposes to hold one (1) GF/GP FTE Natural Sciences Program Coordinator position
(#1070510-07996) vacant through the contract period; and
WHEREAS this additional contracted position would be good until the end of the professional services
contract with Michigan State University, which is September 30, 2022; and
WHEREAS the professional services contract will also include Educational Programming services provided
by MSUE; and
WHEREAS the three vacant positions on hold will primarily offset the amount of the professional services
contract with a not to exceed amount of $1,450,181 for the period of October 1, 2017 through September
20, 2022; and
WHEREAS the professional services contract will be extended by the Oakland County Compliance Office
in accordance with Oakland County Purchasing Policies and Procedures.
NOW THEREFORE BE IT RESOLVED that the Board of Commissioners approves that the two (2) Oakland
County budgeted 4-H Youth Development Program Coordinator positions (#1070501-01787 and 02170)
continue to remain vacant for the contract extension period through September 30, 2022.
BE IT FURTHER RESOLVED that the Board of Commissioners approves that an additional budgeted
Oakland County Natural Sciences Program Coordinator position (#1070510-7996) remain vacant for the
contract extension period through September 30, 2022.
Chairperson, on behalf of the Public Services Committee, I move the adopt9(erbf1thp foregoing resolution.
(e137- Commissione Dmier, District #14
Chairperson, Public Services Committee
PUBLIC SERVICES COMMITTEE
Motion carried unanimously on a roll call vote with Berman absent.
OAKLAND MICHIGAN
COMPLIANCE OFFICE
PURCHASING
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
Compliance Office I Purchasing
248-858-0511 I purchasingaoakgov.com
Buyer: RIB CONTRACT NUMBER: 005244
Event # NPC429
CONTRACT between the COUNTY OF OAKLAND and CONTRACTOR
Not To Exceed Amount: $1,450,181.06 Effective Date: 10/01/2017 Expiration Date: 9/30/2022
Contract
Description:
MSU Extension - NPC
Contractor
Information:
Contract
Administrator:
Michigan State University
Contract & Grant Administration
301 Administration Building
East Lansing, MI 48824
Vendor No: 947
Compliance Office
Purchasing Information:
Contract Administrator
Oakland County Using Department:
Buyer: Joan Daniels
OAKLAND COUNTY
2100 Pontiac Lake Rd Bldg 41W
Waterford, MI 48328-0462
248-858-0511
purchasing@oakgov.com
Mark Newman
Director Public Services
2100 Pontiac Lake Road Bldg 41W
Waterford MI 48328
248-858-1074
newmanm@oakgov.com
The Parties agree to the attached terms and conditions:
FOR THE CONTRACTOR:
SIGN: cvaliee eA'ao
EvoNle Periawl (..laJ1 2:3, 21+10
Jan 23, 2018
FOR THE COUNTY:
SIGN: Mark Nevanan 24,201 n0 SIGN: sLot, N. aLizzy (Jan 24,,O1R)
Contract Administrator
aec
Rev 2016/07/01(v3)
Pamela L. Weipert, CPA, CIA, Compliance Officer
Or
Scott N. Guzzy, CPPO, MBA, Purchasing Adnnin
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 005244
Page 1
OAKLAND
COUNTY MICHIGAN
COMPLIANCE OFFICE
PURCHASING
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
Compliance Office I Purchasing
248-858-0511 I purchasingeoakgov.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.
Contract Definitions
Contract Term and Renewal
Contract Administration and Amendments
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 the first letter capitalized shall be defined and
interpreted as follows, whether used in the singular or plural, nominative or possessive case,
and with or without quotation marks:
1.1. "Amendment" means any change, clarification, or modification to this Contract.
1.2. "Business Day" means Monday through Friday from 8:00 a.m. to 5:00 p.m., excluding County
designated holidays.
1.3. "Claims" means any loss; complaint; demand for relief or damages; lawsuit; cause of action;
proceeding; judgment; penalty; costs or other liability of any kind which is imposed on, incurred
by, or asserted against the County or for which the County may become legally or contractually
obligated to pay or defend against, whether commenced or threatened, including, but not
limited to, reimbursement for reasonable attorney fees, mediation, facilitation, arbitration fees,
witness fees, court costs, investigation expenses, litigation expenses, or amounts paid in
settlement.
1.4. "Confidential Information" means all information and data that the County is required or
permitted by law to keep confidential and "Proprietary Information" as defined herein.
1.5. "Contract" means this 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
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
Rev 2016/07101(v3)
CONTRACT NUMBER 005244
Page 2
COUNTY MICHIGAN
COMPLIANCE OFFICE
PURCHASING
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
Compliance Office I Purchasing
248-868-0511 I purchasing@oakgov.com
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:
Exhibits (Applicable if Checked)
1.8.1. Egi Exhibit I: Contractor Insurance Requirements
1.8.2. 0 Exhibit II: Business Associate Agreement (Health Insurance Portability and Accountability Act
Requirements)
1.8.3. 0 Exhibit III: Federally Funded Contract Requirements
1.8.4. 0 Exhibit IV: License for Use of County Servicemark
1.8.5. 0 Exhibit V: Software License(s)
1.8.6. 0 Exhibit VI: Acknowledgement of Independent Employment Status
1.8.7. 1:0 Exhibit VII: Scope of Contractor Deliverables/Financial Obligations
1.9. "County" means the County of Oakland, a Municipal and Constitutional Corporation, its
departments, divisions, authorities, boards, committees, and "County Agents" as defined below.
1.10. "County Agent" means any elected and appointed officials; directors; board members; council
members; commissioners; employees; and volunteers of the County; whether acting in their
personal, representative, or official capacities. "County Agent" shall also include any person
who was a "County Agent" anytime during the term of this Contract but, for any reason, is no
longer employed, appointed, or elected and in that capacity.
1.11. "County Data" means information or data provided by County to Contractor in the performance
of this Contract, including, but not limited to any personally identifiable information such as
names, e-mail addresses, passwords, phone numbers, and home or business addresses. County
Data includes Confidential Information as defined in this Contract.
1.12. "Day" means any calendar day, which shall begin at 12:00:00 a.m. and end at 11:59:59 p.m.
1.13. "Deliverables" means goods and/or services provided under this Contract, whether tangible or
intangible, and may be more specifically described in the Exhibits.
1.14. "Effective Date" means midnight on the date listed on the first page of this Contract.
1.15. "Expiration Date" means 11:59.59 p.m. on the date listed on the first page of this Contract.
1.16. "E-Verify" means an Internet based system operated by the Department of Homeland Security
(DHS) in partnership with the Social Security Administration (SSA) that allows participating
employers to electronically verify the employment eligibility of their newly hired employees.
Information and the registration process are found at the E-Verify website:
https://e-verify.uscis.gov/enroll.
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
Rev 2016/07/01(v3) CONTRACT NUMBER 005244
Page 3
OAKIANa,
'COUNTY MICHIGAN
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office I Purchasing
248-858-0511 I purchasing@oakgov.com
1.17. "Intellectual Property" means any developments, improvements, designs, innovation, and
materials that may be the subject of a trademark/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.
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 processes related to the
development and operation of computer software and systems such as source code, object
code, security procedures, and passwords.
1.22. "Purchase Order" means the County's written request to Contractor for Deliverables pursuant
to this Contract. The Purchase Order may include terms regarding delivery schedule, payment,
and transportation.
1.23. "Purchasing" means the Purchasing Unit of the Oakland County Compliance Office.
§2. CONTRACT TERM AND RENEWAL
2.1. Contract Term. This Contract shall begin on the Effective Date and shall end on the Expiration Date.
2.2. Contract Renewal. Unless otherwise provided herein, the Parties are under no obligation to
renew or extend this Contract after the Expiration Date. This Contract may only be extended by
an Amendment.
2.3. Legal Effect. This Contract shall be effective and binding when all of the following occur:
(a) this Contract is signed by a Contractor Employee, legally authorized to bind Contractor;
(b) this Contract is signed by an authorized County Agent; (c) all Contractor certificates of
insurance, required by this Contract, are submitted and accepted by Purchasing; and (d) any
other conditions precedent to this Contract have been met.
§3 , CONTRACT ADMINISTRATION AND AMENDMENTS
3.1. Contract and Purchase Order Issuance. Purchasing shall issue this Contract and any Purchase
Orders that may be required. Purchasing is the sole point of contact in the County regarding all
procurement and contractual matters relating to this Contract and any Purchase Orders.
Purchasing is the only County office/department authorized to make any Amendments to this
Contract or Purchase Orders.
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
Rev 2016/07/01(v3) CONTRACT NUMBER 005244
Page 4
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COUNTY MICHIGAN
COMPLIANCE OFFICE
PURCHASING
Compliance Office I Purchasing
248-858-0511 I purchasing@oakgov.com
3.2. Purchase Orders. Purchase Orders issued under this Contract are governed by the terms and
conditions of this Contract and are included and incorporated herein.
3.3. Project Managers. 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 VII and their duties shall be set
forth in Exhibit VII. Unless otherwise stated in Exhibit VII, 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.
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.
Unauthorized Changes. Contract changes shall not be effective until an Amendment containing
the change is executed according to the procedures described in this Contract. If the Contractor
is directed to perform work that Contractor believes is a change in the Contract/Deliverables,
then Contractor must notify Purchasing that it believes the requested work is a change to the
Contract before performing the requested work. If Contractor fails to notify Purchasing before
beginning the requested work, then Contractor waives any claims for additional compensation
for performing the requested work. If Contractor begins work that is outside the scope of this
Contract or begins work before an Amendment is executed and then stops performing that
work, Contractor must, at the request of the County, undo any out-of-scope work that the
County believes would adversely affect the County.Precedence of Contract Documents. In the
event of a conflict, the terms and conditions contained in Sections 1 through 10 of this Contract
shall prevail and take precedence over any allegedly conflicting provisions in all Contract
Documents, Exhibits, Purchase Orders, Amendments, and other documents expressly
incorporated herein. Terms and conditions contained in Contractor invoices, packing slips,
receipts, acknowledgments, click-through licenses, and similar documents shall not change the
terms and conditions of this Contract.CONTRACT TERMINATION
3.6. County Termination. In addition to any other legal rights the County may have to terminate or
cancel this Contract, the County may terminate the Contract as follows:
3.6.1. Immediate Termination. The County may terminate or cancel this Contract, in whole or in part,
immediately, upon notice to Contractor if a Contractor, officer of Contractor, or an owner of a
25% or greater share of Contractor is convicted of a criminal offense
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 005244
Page 5
Rev 2016/07/01(v3)
OAKLANW
COUNTY MICHIGAN
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office I Purchasing
248-858-0511 1 purchasing@oakgov.com
3.7. 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.
3.8. 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 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.
3.9. Contractor's Obligations Upon Termination. If the County terminates this Contract, for any
reason, then Contractor must do the following: (a) cease providing all Deliverables as specified
at the time stated in the notice of termination; (b) take any action necessary, or as the County
may direct, to preserve and protect Deliverables or other property derived or resulting from the
Contract that is in Contractor's possession; (c) return all materials, property, and County Data
provided to Contractor by the County; and (e) take any action to mitigate and limit any
potential damages, including terminating or limiting, as applicable, those subcontracts and
outstanding orders for materials and supplies connected with or related to this Contract.
3.10. Assumption of Subcontracts. If Contractor is in breach of this Contract and the County
terminates this Contract, then the County may assume, at its option, any subcontracts and
agreements for Deliverables provided under the Contract and may pursue completion of the
Deliverables by replacement Contract or otherwise as the County, in its sole judgment, deems
expedient.
§4. SCOPE OF DELIVERABLES AND FINANCIAL/PAYMENT OBLIGATIONS
4.1. Performance of Deliverables. Contractor shall provide all Deliverables identified in and as set
forth in Exhibit VII, any Purchase Orders, or any Amendments to this Contract.
4.2. Software License(s). If this Contract includes a Software License(s) as described in Exhibit V,
then the Parties shall follow the terms and conditions therein. Any applicable third party
Software License(s) are also provided in Exhibit V. Unless specifically agreed to by County, if
County Agents are required to accept click through license terms to access any of the
Deliverables in this Contract, the terms and conditions of those click through licenses are
without force and effect.
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
Rev 2016/07101(v3) CONTRACT NUMBER 005244
Page 6
OAKLAND OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COUNTY MICHIGAN
COMPLIANCE OFFICE
PURCHASING
Compliance Office i Purchasing
248-858-0511 I purchasinggoakgov.com
4.3. Financial Obligations. Except as otherwise set forth in this Contract, the County's sole financial
obligation under this Contract shall be set forth in Exhibit VII. The amount and manner of
payment of the financial obligation shall be set forth in Exhibit VII and may be in the Software
License Exhibit V, if applicable, or a Purchase Order.
4.4. Payment Obligations. Except as otherwise set forth in the Exhibits, Contractor shall submit an
invoice to the County's Contract 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); (e) licenses; and (f) 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 the Exhibits, the County shall only
pay Contractor for Deliverables under this Contract and not any subcontractors or assignees of
Contractor.County's payment obligations shall be as set forth in Exhibit VII.
4.5. 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 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.
4.6. 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 Contract
under any circumstances.
4.7. Set-Off of County Costs. If the County incurs any costs associated with the duties or obligations
of Contractor under this Contract, then the County has the right to set-off those costs from any
amounts due and owing Contractor. This set-off includes withholding payment in an amount
equal to the cost of any County-provided equipment, supplies, or badges that are not returned
by Contractor upon completion, termination, or cancellation of this Contract.
4.8. In-Kind Services. Unless expressly provided herein, this Contract does not authorize any in-kind
services by either Party.
§5. CONTRACTORS WARRANTIES AND ASSURANCES
5.1. Full Knowledge of Contract Expectations. Contractor warrants that before submitting its
Proposal and/or entering into this Contract, it had a full opportunity to review all County
requirements and/or expectations for this Contract. Contractor is responsible for being
adequately and properly prepared to execute this Contract. Contractor has satisfied itself in all
material respects that it will be able to perform the Contract as specified herein.
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 005244
Page 7
Rev 2016/07/01(v3)
OAKLAND OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COUNTY MICHIGAN
COMPLIANCE OFFICE
PURCHASING
Compliance Office I Purchasing
248-858-0511 I purchasing@oakgov.com
5.2. Complete and Accurate Representations. Contractor certifies that all statements, assurances,
records, and materials submitted to the County in connection with seeking and obtaining this
Contract have been truthful, complete, and accurate.
5.3. Access to Contractor Policies. If the Parties agree in this Contract to follow any Contractor
polices, such as acceptable use or privacy policies, then Contractor shall retain each version of
such policies and the effective dates and shall promptly provide such to the County, if
requested.
5.4. Grant Compliance. If any part of this Contract is supported or paid for with any State, federal,
or other third-party funds granted to the County, then Contractor shall comply with all
applicable grant requirements. Upon request of Contractor, the County shall provide
Contractor with a copy of the applicable grant requirements.
5.5. Contractor Incidental 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.
5.6. 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.
5.7. Contractor Employees.
5.7.1. 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 possess any necessary licenses, permits, certificates, and
governmental authorizations as may be required by law.
5.7.2. 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 and
supervision of any Contractor Employees.
5.7.3. Removal or Reassignment of Personnel at the County's Request. Contractor shall remove a
Contractor Employee performing work under this Contract at the County's request provided
that the County's request is based on legitimate, good-faith reasons. Replacement personnel
for the removed person must be fully qualified for the position. If the removal of a Contractor
Employee results in an unanticipated delay, which is attributable to the County, then this delay
shall not be considered a breach of the Contract and the terms and conditions of this Contract
effected by the removal will be adjusted accordingly.
5.7.4. Contractor Employee Identification. If requested by the County, Contractor Employees shall
wear and display appropriate County-provided identification at all times while working on
County premises. Contractor shall return all County-provided identification upon completion of
Contractor's obligations under this Contract.
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
Rev 2016/07/01(v3) CONTRACT NUMBER 006244
Page 8
OAKLAND OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
Compliance Office I Purchasing
248-858-0511 I purchasing@oakgov.com
COUNTY MICHIGAN
COMPLIANCE OFFICE
PURCHASING
5.7.5. Background Checks. At the County's request, Contractor Employees performing work under
this Contract shall be subject to a background check by the County. The scope of the
background check is at the discretion of the County and the results will be used to determine
Contractor Employee's eligibility to perform work under this Contract. Any request for
background checks will be initiated by the County and will be reasonably related to the type of
work requested. Contractor and Contractor Employees shall provide all information or
documents necessary to perform the background check.
5.7.6. Compliance with County Security Policies and Use Policies. Contractor shall require all
Contractor Employees to comply with the County's security and acceptable use policies for
County property (tangible and intangible), equipment, resources, facilities, and systems. Upon
request, the County shall provide such policies to Contractor.
5.7.7. Contractor Employee Expenses. All Contractor Employees shall be employed at the
Contractor's sole expense (including employment-related taxes and insurance). Contractor
warrants that all Contractor Employees shall fully comply with and adhere to the terms of this
Contract. Contractor shall be solely liable for all applicable Contractor Employees' federal, state,
or local payment withholdings or contributions and/or all Contractor Employee related pension
or welfare benefits plan contributions under federal or state 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.
5.7.8. 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 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.
5.8. Acknowledgment of Independent Contractor Status.
5.8.1. Independent Contractor. Nothing in this Contract is intended to establish an employer-
employee relationship between the County and Contractor or any Contractor Employee. In no
event, shall Contractor Employees be deemed employees, agents, volunteers, or subcontractors
of the County. Contractor shall ensure that Contractor Employees are apprised of their status
and limitations of independent contractors.
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 006244
Page 9
Rev 2016/07/01(v3)
OAKLAND OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
Compliance Office I Purchasing
248-858-0511 I purchasing@pakgov.com
COUNTY MICHIGAN
COMPLIANCE OFFICE
PURCHASING
5.8.2. Contractor/Contractor Employee Representations. Contractor and/or Contractor Employees
shall not represent themselves as County employees. Contractor shall ensure that Contractor
Employees do not represent themselves as County employees.
5.8.3. County Benefits and Plans. Contractor and Contractor Employees shall not be entitled to
participate in any County employee benefit plans and programs, including but not limited to,
retirement, deferred compensation, insurance (including without limitation, health, disability,
dental, and life), and vacation pay. This limitation includes access to benefit plans and programs
that are not described by a written plan. However, Contractor Employees who are retired
County Employees may receive vested post-employment benefits such as retiree health care
and pension benefits from Oakland County.
5.8.4. County Reliance. The County entered into this Contract in reliance of the representations made
by Contractor regarding its understanding of the role of independent contractors, its stated
relationship to Contractor Employees, and other representations Contractor has made
regarding the management and performance oversight of Contractor Employees.
5.8.5. Independent Employment Status. If Contractor provides Contractor Employees for staffing
and/or leasing services to County, those Contractor Employees shall sign Exhibit VI,
Independent Employment Status prior to performing services for County and prior to receiving a
County identification badge. Contractor Employees shall provide a signed copy of Exhibit VI to
County's Purchasing Unit prior to the final execution of this Contract. Contractor Employees
who begin an assignment at County after Contract execution, are required to provide a signed
copy of Exhibit VI to the County's Purchasing Unit prior to receiving a County identification
badge.
5.9. Permits and Licenses. Contractor shall be responsible for obtaining and maintaining,
throughout the term of this Contract, all licenses, permits, certificates, governmental
authorizations, and business/professional licenses necessary to perform this Contract.
Upon request by the County, Contractor shall furnish copies of any permit, license, certificate,
or governmental authorization necessary to perform this Contract.
5.10. E-Verify. In accordance with Miscellaneous Resolution No.09116 (BOC Minutes, July 30, 2009,
pp 37-38), unless otherwise exempted, all service contractors who wish to contract with the
County to provide services must first certify they have registered with, will participate in, and
continue to utilize, once registered, 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. 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
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OAKLAND
COUNTY MICHIGAN
COMPLIANCE OFFICE
PURCHASING
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
Compliance Office I Purchasing
248-858-0511 I purchasingaoakgov.com
or agencies) to verify the work authorization status of all newly hired employees employed by
the Contractor.
5.11. 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.
5.12. Taxes.
5.12.1. Contractor Taxes. Contractor shall collect and pay its local, state, and federal taxes, including
but not limited to, all employment taxes, sales taxes, personal property taxes, and real property
taxes. The County shall not be liable to or required to reimburse Contractor for any local, state,
or federal tax of any kind.
5.12.2. County Tax-Exempt. The County is exempt from state and local sales tax, personal property tax,
and real property tax. Prices under this Contract shall not include taxes, unless the County is
not tax-exempt for a specific Deliverable. Exemption certificates for sales tax will be furnished
upon request.
5.13. Warranty for Services. Contractor warrants that all Deliverables that are services shall be
performed in compliance with all applicable laws, statutes, regulations, ordinances, and
professional standards.
5.14. Warranty for Goods. All Deliverables that are goods shall be subject to the following
warranties:
5.14.1. Warranty of Merchantability. Goods provided by Contractor pursuant to this Contract shall:
(a) be merchantable, (b) be of good quality, (c) be fit for their ordinary purpose, (d) be
adequately contained and packaged, and (e) conform to the specifications and descriptions
contained in the Contract.
5.14.2. Warranty of Fitness for a Particular Purpose. If Contractor knows or has reason to know that
the goods will be used for a particular purpose and the County is relying on Contractor's skill or
judgment to select or furnish the goods, then there is a warranty that the goods are fit for a
particular purpose.
5.14.3. Warranty of Title. All goods conveyed to the County shall be conveyed and transferred:
(a) with good title, (b) free from any security interest, lien, or encumbrance that the County did
not have knowledge of when the Contract was executed, and (c) free of any rightful claim of
infringement or similar claim by a third-party.
5.15. Response to Legal Request for County Data. If County receives a Court Order, a Freedom of
Information Act (FOIA) request, or other legal request to provide County Data held by
Contractor, then Contractor shall provide County Data to the County, in a format directed by
the County, within the time frame required by law.
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COUNTY MICHIGAN
COMPLIANCE OFFICE
PURCHASING
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
Compliance Office I Purchasing
248-858-0511 I purchasing@oakgov.com
5.16. Section 508 Compliance. If Contractor is providing a Deliverable that requires County Agents or
the general public to access a website, Contractor warrants end users will have the ability to
access the website to register and provide information updates to receive the Deliverables
herein in accordance with the accessibility requirements of Section 508 Amendment to the
Rehabilitation Act of 1973 (29 U.S.0 § 794(d)).
§6. LIABILITY
Each Party shall be responsible for any Claims made against that Party by a third party, and for
the acts of its employees arising under or related to this Contract. In any Claim that may arise
from the performance of this Contract, each Party shall seek its own legal representation and
bear the costs associated with such representation, including judgments and attorney fees.
Except as otherwise provided for in this Contract, neither Party shall have any right under this
Contract or under any other legal principle to be indemnified or reimbursed by the other Party
or any of its agents in connection with any Claim. This Contract does not, and is not intended
to, impair, divest, delegate or contravene any constitutional, statutory, and/or other legal right,
privilege, power, obligation, duty, or immunity of the Parties. Nothing in this Contract shall be
construed as a waiver of governmental immunity for either Party or their respective employees.
As used in this Contract, "Claim" means any alleged losses, claims, complaints, demands for
relief or damages, lawsuits, causes of action, proceedings, judgments, deficiencies, liabilities,
penalties, litigation, costs, and expenses, including, but not limited to, reimbursement for
reasonable attorney fees, witness fees, court costs, investigation expenses, litigation expenses,
amounts paid in settlement, and/or other amounts or liabilities of any kind which are incurred
by or asserted against a party, or for which a party may become legally and/or contractually
obligated to pay or defend against, whether direct, indirect or consequential, whether based
upon any alleged violation of the federal or the state constitution, any federal or state statute,
rule, regulation, or any alleged violation of federal or state common law.
§7. CONTRACTOR PROVIDED INSURANCE
At all times during this Contract, Contractor shall obtain and maintain insurance according to
the specifications listed in Exhibit I.
§8. INTELLECTUAL PROPERTY AND CONFIDENTIALITY
8.1. Contractor Use of Confidential Information/County Data. Contractor and/or Contractor
Employees shall not reproduce, provide, disclose, or give access to Confidential Information or
County Data to any Contractor Employee not having a legitimate need to know the Confidential
Information or County Data or to any third-party. Contractor and Contractor Employees shall
only use the Confidential Information and County Data for performance of this Contract.
Notwithstanding the foregoing, Contractor may disclose the Confidential Information or County
Data if required by law, statute, or other legal process; provided that Contractor: (a) gives the
County prompt written notice of the impending disclosure, (b) provides reasonable assistance
to the County in opposing or limiting the disclosure, and (c) makes only such disclosure as is
compelled or required. This Contract imposes no obligation upon Contractor with respect to
any Confidential Information or County Data which Contractor can establish by legally sufficient
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'COUNTY MICHIGAN
COMPLIANCE OFFICE
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OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
Compliance Office I Purchasing
248-868-0511 I purchasing@oakgov.com
evidence: (a) was in possession of or was known by Contractor, prior to its receipt from the
County, without any obligation to maintain its confidentiality; or (b) is obtained by Contractor
from a third party having the right to disclose it, without an obligation to keep such information
confidential.
8.2. Contractor Use of County Licensed Software. In order for Contractor to perform this Contract,
the County may permit Contractor or Contractor Employees to access certain Software licensed
to the County. Contractor or Contractor Employees shall not transfer, remove, use, copy, or
otherwise provide or make available any such Software or documentation to any other person
or entity, for any purpose, without the prior written consent of the County and/or the licensor.
Furthermore, neither Contractor nor Contractor Employee shall produce a source listing,
decompile, disassemble, or otherwise reverse engineer any copyrighted Software. Neither
Contractor nor Contractor Employee shall use any Software contrary to the provisions of any
applicable Software license agreement or state or federal law.
8.3. Contractor License to Use County Servicemarks. If this Contract involves the use of County
servicemarks to perform this Contract, then Contractor is granted a license to use the
servicemarks subject to the terms listed in Exhibit IV. Contractor shall only use the servicemarks
as directed by the County.
8.4. 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:
8.4.1. Implementation of Security Measures. Contractor shall implement and maintain appropriate
administrative, technical, and organizational security measures to safeguard against
unauthorized access, disclosure, or theft of County Data. Such measures shall be in accordance
with security industry best practice and not less stringent than the measures Contractor applies
to its own confidential data of similar kind. Contractor warrants it follows security industry best
practices.
8.4.2. Unauthorized Access/Disclosure or Theft of County Data. Contractor shall notify County
immediately on becoming aware of an actual or suspected unauthorized access, disclosure, or
theft of County Data. Contractor shall do the following: (1) take commercially reasonable
measures to promptly cure the deficiencies relating to the security breach in order to secure
County Data, and (2) comply with any applicable federal or state laws and regulations pertaining
to unauthorized disclosures.
8.4.3. Storage of County Data. Contractor shall only store and process County Data at and from data
centers located within the United States. Contractor shall not and shall not permit Contractor
Employees to store County Data on portable devices, including personal computers, except for
devices that are used and kept only at its U.S. data centers. Contractor shall permit its
Contractor Employees to access County Data remotely only as required to provide technical
support.
8.4.4. Obligations upon Expiration, Termination or Cancellation of Contract. At the County's sole
discretion, upon expiration, termination, or cancellation of this Contract, Contractor shall return
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OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE Compliance Office I Purchasing
PURCHASING 248-858-0511 I purchasing@oakgov.com
County Data in a mutually agreeable format in a prompt and orderly manner or provide for the
secure disposal of County Data as directed by County.
§9. GENERAL TERMS AND CONDITIONS
9.1. Access to County Property or Facilities. As set forth in this Contract, Contractor has access to
and the right to use County property and facilities necessary to perform this Contract. Unless
otherwise provided in this Contract or Contractor receives prior written permission from the
County's Director responsible for the department requiring access outside of Business Days,
Contractor may only access and use County property and facilities for performance of this
Contract on Business Days.
9.2. Signs on County Property or Facilities. Contractor shall not place any signs or advertisements
on County property or facilities without the prior written permission of the County's Director of
Facilities Management or successor.
93. 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.
9.4. 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 the thirty (30) Day period, then the County shall dispose of it and bill
Contractor for any costs associated with the removal and disposal.
9.5. 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 a
third party to make the necessary repairs or replacements, provided, however, that Contractor
shall reimburse the County for all costs associated with repairing and/or replacing the damaged
property or facilities.
9.6. Damage to Contractor's Property. Contractor shall be solely liable and responsible for any
property loss or damage resulting from fire, theft, or other means to Contractor's personal
property located, kept, or stored on or at County property or facilities during performance of
this Contract.
9.7. County's Right to Suspend Contract Performance. Upon written notice, the County may
require Contractor to suspend performance of this Contract if Contractor has failed to comply
with federal, state, or local laws or any requirements contained in this Contract. The right to
suspend performance of this Contract is in addition to the County's right to terminate and/or
cancel this Contract. The County shall incur no penalty, expense, or liability to Contractor if the
County suspends performance of this Contract under this Section.
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'COUNTY MICHIGAN
COMPLIANCE OFFICE
PURCHASING
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
Compliance Office I Purchasing
248-858-0511 I purchasing@oakgov.com
9.8. Discrimination. Contractor shall not discriminate against any employee or applicant for
employment in violation of state or federal law. Contractor shall promptly notify the County of
any complaint or charge filed and/or of any determination by any court or administrative
agency of illegal discrimination by Contractor.
9.9. Conflict of Interest. Pursuant to Public Act 317 and 318 of 1968, as amended (MCL 15.301, et
seq. and MCL 15.321, et seq.), no contracts shall be entered into between the County and any
County Agent. To avoid any real or perceived conflict of interest, Contractor shall identify any
Contractor Employee or relative of Contractor's Employees who are presently employed by the
County. Contractor shall give the County notice if there are any County Agents or relatives of
County Agents who are presently employed by Contractor.
9.10. Access and Records. Contractor will maintain accurate books and records in connection with
performance of this Contract for thirty-six (36) months after the end of this Contract and
Contractor shall provide the County with reasonable access to such books and records, upon
request.
9.11. Audit. The County or an independent auditor hired by the County may perform contract audits
(in its sole discretion) and shall have the authority to access all pertinent records and data and
to interview any Contractor Employee 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.
9.12. Assignments/Delegations/Subcontracts.
9.12.1. 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 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 with adequate information to allow the County to make a
determination regarding the assignment, delegation, or subcontract.
9.12.2. Flow Down Clause Required. Any assignment, delegation, or subcontract by Contractor must
include a requirement that the assignee, delegee, or subcontractor will comply with the terms
and conditions of this Contract. The assignment, delegation, or subcontract shall in no way
diminish or impair performance of any term or condition of this Contract.
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
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CONTRACT NUMBER 005244
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OAKLAND OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COUNTY MICHIGAN
COMPLIANCE OFFICE
PURCHASING
Compliance Office I Purchasing
248-858-0511 I purchasingQoakgov.com
9.12.3. Contractor Responsibility for Assigns/Delegates/Subcontractors. If Contractor assigns,
delegates, or subcontracts this Contract, in whole or in part, Contractor shall remain the sole
point of contact regarding all matters under this Contract and shall remain liable for
performance of this Contract. Contractor is solely responsible for the management of
assignees, delegees, and subcontractors.
9.12.4. Performance Required. If an assignee, delegee, or subcontractor fails to perform as required
under this Contract, Contractor shall contract with another entity for such performance.
Any additional costs associated with securing another assignee, delegee, or subcontractor shall
be the sole responsibility of Contractor.
9.13. Non-Exclusive Contract. This Contract is a non-exclusive agreement. No provision in this
Contract limits or is intended to limit, in any way, Contractor's right to offer and provide its
services to the general public, other business entities, municipalities, or governmental agencies
during or after the term of this Contract. Similarly, the County may freely engage other persons
to perform the same work that Contractor performs. Except as provided in this Contract, this
Contract shall not be construed to guarantee Contractor or any Contractor Employee any fixed
or certain number of Deliverables.
9.14. No Third-Party Beneficiaries. Except as provided for the benefit of the Parties, this Contract
does not and is not intended to create any obligation, duty, promise, contractual right or
benefit, right to be indemnified, right to be subrogated to the Parties' right in this Contract, or
any other right in favor of any other person or entity.
9.14.1. Survival of Terms and Conditions. The following terms and conditions shall survive and
continue in full force beyond the termination or cancellation of this Contract (or any part
thereof) until the terms and conditions are 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,
9.15. 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.
9.16. 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.
9.17. 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 events beyond
their reasonable control, including but not limited to: (a) acts of public enemies; (b) natural
disasters; (c) terrorism; (d) war; (e) insurrection or riot; (f) natural disasters; (g) strikes, lockouts,
work stoppages, or other labor difficulties; or (h) compliance with law. Reasonable notice shall
be given to the affected Party of such event. Contractor is expected, through insurance or
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COUNTY MICHIGAN
COMPLIANCE OFFICE
PURCHASING
Compliance OfficelPurchasing
248-858-0511 I purchasing@oakgov.com
alternative temporary or emergency service arrangements, to continue its contractual duties or
obligations if a reasonably anticipated, insurable business risk, such as business interruption or
any insurable casualty or loss occurs.
9.18. Notices.
9.18.1. Written Notice. All notices required under this Contract shall be in writing. Notices shall be
effective: (a) the next Business Day, if personally delivered; (b) the third Business Day, if sent by
U.S. mail, postage prepaid, return receipt requested; (c) the next Business Day, if sent by a
nationally recognized overnight express courier with a reliable tracking system; or (d) the next
Business Day with a receipt of confirmation, if sent by e-mail or fax.
9.18.2. Notice to Contractor. Unless otherwise specified, Notice to Contractor shall be addressed to
the Contract Administrator listed on the first page of this Contract.
9.18.3. Notice to County. Unless otherwise specified herein, Notice to the County shall be addressed
to Purchasing, the County Project Manager (if applicable), and the County Contract
Administrator(s) listed on the first page of this Contract.
9.19. Captions. Section and subsection numbers, captions, and any index to sections or subsections
contained in this Contract are intended for the convenience of the reader and are not intended
to have any substantive meaning and shall not be interpreted to limit or modify any substantive
provisions of this Contract, In this Contract, for any noun or pronoun, use of the singular or
plural form, use of the nominative, possessive, or objective case, and any reference to gender
(masculine, feminine, and neuter) shall mean the appropriate form, case, or gender as the
context requires.
9.20. Waiver. Waiver of any term or condition under this Contract must be in writing and notice
given pursuant to this Contract. No written waiver, in one or more instances, shall be deemed
or construed as a continuing waiver of any term or condition of this Contract. No waiver by
either Party shall subsequently affect its right to require strict performance of this Contract.
9.21. 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.
9.22. 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.
9.23. 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.
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OAKLAND
COUNTY MICHIGAN
COMPLIANCE OFFICE
PURCHASING
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
Compliance Office I Purchasing
248-858-0611 I purchasingnoakgov.com
9.24. Governing Laws/Consent to Jurisdiction and Venue. This Contract shall be governed,
interpreted, and enforced by the laws of the State of Michigan. Except as otherwise required by
law or court rule, any action brought to enforce, interpret, or decide any Claim arising under or
related to this Contract shall be brought in the Sixth Judicial Circuit Court of the State of
Michigan, the 50th District of the State of Michigan, or the United States District Court for the
Eastern District of Michigan, Southern Division, as dictated by the applicable jurisdiction of the
court. Except as otherwise required by law or court rule, venue is proper in the courts set forth
above. The choice of forum set forth above shall not be deemed to preclude the enforcement
of any judgment obtained in such forum or taking action under this Contract to enforce such
judgment in any appropriate jurisdiction,
9.25„ Entire Contract. This Contract represents the entire agreement and understanding between the
Parties. This Contract supersedes all other prior oral or written understandings,
communications, agreements, or contracts between the Parties. The language of this Contract
shall be construed as a whole according to its fair meaning and not construed strictly for or
against any Party.
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
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OAKLANa
COUNTY MICHIGAN
COMPLIANCE OFFICE
PURCHASING
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
Compliance Office I Purchasing
248-858-0511 I purchasing@oakgov.com
EXHIBIT I
CONTRACTOR 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 Contract.
The insurance shall be written for not less than any minimum coverage herein specified.
Primary Coverages
Commercial General Liability Occurrence Form including: (a) Premises and Operations;
(b) Products and Completed Operations (including On and Off Premises Coverage); (c) Personal and
Advertising Injury; (d) Broad Form Property Damage; (e) Independent Contractors; (1) Broad Form
Contractual including coverage for obligations assumed in this Contract;
$1,000,000 — Each Occurrence Limit
$1,000,000 — Personal & Advertising Injury
$2,000,000 — Products & Completed Operations Aggregate Limit
$2,000,000 — General Aggregate Limit
$ 100,000 — Damage to Premises Rented to You (formally known as Fire Legal Liability)
Workers' Compensation Insurance with limits statutorily required by any applicable Federal or State Law
and Employers Liability insurance with limits of no less than $500,000 each accident, $500,000 disease
each employee, and $500,000 disease policy limit,
1. El Fully Insured or State approved self-insurer.
2. 0 Sole Proprietors must submit a signed Sole Proprietor form.
3. 0 Exempt entities, Partnerships, LLC, etc., must submit a State of Michigan form WC-337 Certificate
of Exemption.
Commercial Automobile Liability Insurance covering bodily injury or property damage arising out of the
use of any owned, hired, or non-owned automobile with a combined single limit of $1,000,000 each
accident. This requirement is waived if there are no company owned, hired or non-owned automobiles
utilized in the performance of this Contract.
Commercial Umbrella/Excess Liability Insurance with minimum limits of $2,000,000 each occurrence.
Umbrella or Excess Liability coverage shall be no less than following form of primary coverages or
broader. This Umbrella/Excess requirement may be met by increasing the primary Commercial General
Liability limits to meet the combined limit requirement.
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OAKLAND OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN
COMPLIANCE OFFICE Compliance Office I Purchasing
248-858-0511 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. 0 Commercial Property Insurance. The Contractor shall be responsible for obtaining and
maintaining insurance covering their equipment and personal property against all physical damage.
3. 0 Liquor Legal Liability Insurance with a limit of $1,000,000 each occurrence shall be required when
liquor is served and/or present.
4. 0 Pollution Liability Insurance with minimum limits of $1,000,000 per claim and $1,000,000
aggregate when cleanup & debris removal are part of the services utilized.
5. 0 Medical Malpractice with minimum limits of $1,000,000 per claim and $1,000,000 aggregate.
6. 0 Garage Keepers Liability with minimum limits of $1,000,000 per claim and $1,000,000 aggregate.
7. El Cyber Liability with minimum limits of $1,000,000 per claim and $1,000,000 aggregate.
8. 0 Other Insurance Coverages as may be dictated by the provided product/service and deemed
appropriate by the County Risk Management Department.
General Insurance Conditions
The aforementioned insurance shall be endorsed, as applicable, and shall contain the following terms,
conditions, and/or endorsements. All certificates of insurance shall provide evidence of compliance with
all required terms, conditions and/or endorsements.
1. All policies of insurance shall be on a primary, non-contributory basis with any other insurance or
self-insurance carried by the County;
2. The insurance company(s) 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;
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,
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OAKLAND,
COUNTY MICHIGAN
COMPLIANCE OFFICE
PURCHASING
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
Compliance Office I Purchasing
248-858-0511 I purchasing@oakgov.com
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, provisions, and/or
clauses equal to those required in this Contract;
7. Certificates of insurance must be provided no less than ten (10) Business Days prior to the County's
execution of the Contract and must bear evidence of all required terms, conditions and
endorsements; and
EL All insurance carriers must be licensed and approved to do business in the State of Michigan and
shall have and maintain a minimum A.M. Best's rating of A- unless otherwise approved by the County
Risk Management Department.
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
Rev 2016107101(v3)
CONTRACT NUMBER 005244
Page 21
'COUN
OAiuti
TY MICHIGAN OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office I Purchasing
248-858-0511 I purchasing@oakgov.com
EXHIBIT H
BUSINESS ASSOCIATE AGREEMENT
(Health Insurance Portability and Accountability Act Requirements)
Exhibit II is a Business Associate Agreement between Contractor ("Business Associate") and the County
("Covered Entity"). This Exhibit is incorporated into the Contract and shall be hereinafter referred to as
"Agreement." The purpose of this Agreement is to facilitate compliance with the Privacy and Security
Rules and to facilitate compliance with HIPAA and the HITECH Amendment to HIPAA.
§1. DEFINITIONS. The following terms have the meanings set forth below for purposes of the
Agreement, unless the context clearly indicates another meaning. Terms used but not otherwise
defined in this Agreement have the same meaning as those terms in the Privacy Rule.
1.1 Business Associate. "Business Associate" means the Contractor.
1.2 CFR. "CFR" means the Code of Federal Regulations.
1.3 Contract. "Contract" means the document with the Purchasing Contract Number.
1.4 Contractor. "Contractor" means the entity or individual defined in the Contract and listed on the
first page of this Contract.
1.5 Covered Entity. "Covered Entity" means the County of Oakland as defined in the Contract.
1.6 Designated Record Set. "Designated Record Set" is defined in 45 CFR 164.501.
1.7 Electronic Health Record. "Electronic Health Record" means an electronic record of health-
related information on an individual that is created, gathered, managed, and consulted by
authorized health care clinicians and staff.
1.8 HIPAA. "HIPAA" means the Health Insurance Portability and Accountability Act of 1996.
1.9 HITECH Amendment. "HITECH Amendment" means the changes to HIPAA made by the Health
Information Technology for Economic and Clinical Health Act.
1.10 Individual. "Individual" is defined in 45 CFR 160.103 and includes a person who qualifies as a
personal representative in 45 CFR 164.502(g).
1.11 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 1.64, subparts A and E.
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
Rev 2016/07/01(v3) CONTRACT NUMBER 005244
Page 22
OAKLAND
COUNTY MICHIGAN
COMPLIANCE OFFICE
PURCHASING
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
Compliance Office I Purchasing
248-858-0511 I purchasing@oakgov.com
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.
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 implementation specifications at
45 CFR part 160 and part 164, subpart C.
§2. OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE. Business Associate agrees to
perform the obligations and activities described in this Section.
2.1 Business Associate understands that pursuant to the HITECH Amendment, it is subject to the
HIPAA Privacy and Security Rules in a similar manner as the rules apply to Covered Entity.
As a result, Business Associate shall take all actions necessary to comply with the HIPAA Privacy
and Security Rules for business associates as revised by the HITECH Amendment, including, but
not limited to, the following: (a) Business Associate shall appoint a HIPAA privacy officer and a
H1PAA security officer; (b) Business Associate shall establish policies and procedures to ensure
compliance with the Privacy and Security Rules; (c) Business Associate shall train its workforce
regarding the Privacy and Security Rules; (d) Business Associate shall enter into a privacy/security
agreement with Covered Entity; (e) Business Associate shall enter into privacy/security
agreements with its subcontractors that perform functions relating to Covered Entity involving
PHI; and (f) Business Associate shall conduct a security risk analysis.
2.2 Business Associate shall not use or disclose PHI other than as permitted or required by this
Agreement or as required by law.
2.3 Business Associate shall use appropriate safeguards to prevent use or disclosure of the PHI.
Business Associate shall implement administrative, physical, and technical safeguards (including
written policies and procedures) that reasonably and appropriately protect the confidentiality,
integrity, and availability of PHI that it creates, receives, maintains, or transmits on behalf of
Covered Entity as required by the Security Rule.
2.4 Business Associate shall mitigate, to the extent practicable, any harmful effect that is known to Business
Associate of a use or disclosure of PHI by Business Associate in violation of law or this Agreement.
2.5 Business Associate shall report to Covered Entity any known Security Incident or any known use
or disclosure of PHI not permitted by this Agreement.
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
Rev 2016/07/01(v3)
CONTRACT NUMBER 005244
Page 23
OAKLAND OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COUNTY MICHIGAN
COMPLIANCE OFFICE
PURCHASING
Compliance Office I Purchasing
248-858-0511 I purchasing@oakgov.com
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 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 Associate shall assume the
individual notice obligation specified in 45 CFR 164.404 on behalf of Covered Entity where a
breach of unsecured PHI was committed by Business Associate or its employee, officer,
subcontractor, or other agent of Business Associate or is within the unique knowledge of Business
Associate as opposed to Covered Entity. In such case, Business Associate shall prepare the notice
and shall provide it to Covered Entity for review and approval at least five (5) calendar days
before it is required to be sent to the affected individual(s). Covered Entity shall promptly review
the notice and shall not unreasonably withhold its approval.
2.6.3 Where a breach of unsecured PHI involves more than five hundred (500) individuals and was
committed by the Business Associate or its employee, officer, subcontractor, or other agent or is
within the unique knowledge of Business Associate as opposed to Covered Entity, Business
Associate shall provide notice to the media pursuant to 45 CFR 164.406. Business Associate shall
prepare the notice and shall provide it to Covered Entity for review and approval at least five (5)
calendar days before it is required to be sent to the media. Covered Entity shall promptly review
the notice and shall not unreasonably withhold its approval.
2.6.4 Business Associate shall maintain a log of breaches of unsecured PHI with respect to Covered
Entity and shall submit the log to Covered Entity within thirty (30) calendar days following the
end of each calendar year, so that the Covered Entity may report breaches to the Secretary in
accordance with 45 CFR 164.408. This requirement shall take effect with respect to breaches
occurring on or after September 23, 2009.
2.7 Business Associate shall ensure that any agent or subcontractor to whom it provides PHI,
received from Covered Entity or created or received by Business Associate on behalf of Covered
Entity, agrees in writing to the same restrictions and conditions that apply to Business Associate
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
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Page 24
OAKLAND
COUNTY MICHIGAN
COMPLIANCE OFFICE
PURCHASING
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
Compliance Office I Purchasing
248-858-0511 I purchasing@oakgov.com
with respect to information. Business Associate shall ensure that any agent or subcontractor
implements reasonable and appropriate safeguards to protect Covered Entity's PHI.
2.8 Business Associate shall 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 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 such
later effective date prescribed by regulations issued by the U.S. Department of Health and
Human Services, an accounting of disclosures PHI from an Electronic Health Record in accordance
with the HITECH Amendment.
2.12 Following receipt of a written request by Covered Entity, Business Associate shall provide to
Covered Entity or an Individual information collected in accordance with Section 2 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 as of January 1, 2011 or such later
effective date prescribed by regulations issued by the U.S. Department of Health and Human
Services, an accounting of disclosures of Protected Health Information from an Electronic Health
Record in accordance with the HITECH Amendment.
§3. PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE.
Business Associate may use and disclose PHI as set forth in this Section.
3.1 Except as otherwise limited in this Agreement, Business Associate may use or disclose PHI to
perform functions, activities, or services for or on behalf of Covered Entity as specified in the
underlying service agreement between Covered Entity and Business Associate, provided that
such use or disclosure shall not violate the Privacy Rule if done by Covered Entity or the minimum
necessary policies and procedures of the Covered Entity. If no underlying service agreement
exists between Covered Entity and Business Associate, Business Associate may use or disclose PHI
to perform functions, activities, or services for or on behalf of Covered Entity for the purposes of
payment, treatment, or health care operations as those terms are defined in the Privacy Rule,
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
Rev 2016/07/01(v3) CONTRACT NUMBER 005244
Page 25
COUNTY MICHIGAN
COMPLIANCE OFFICE
PURCHASING
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
Compliance Office I Purchasing
248-858-0511 I purchasing@oakgov.com
provided that such use or disclosure shall not violate the Privacy Rule if done by Covered Entity or
the minimum necessary policies and procedures of the Covered Entity.
3.2 Except as otherwise limited in this Agreement, Business Associate may use PHI for the proper
management and administration of the Business Associate or to carry out the legal
responsibilities of the Business Associate.
3.3 Except as otherwise limited in this Agreement, Business Associate may disclose PHI for the
proper management and administration 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)(i)(B).
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.
4.1 Covered Entity shall notify Business Associate of any limitation(s) of Covered Entity in its notice of
privacy practices in accordance with 45 CFR 164.520, to the extent that such limitation may affect
Business Associate's use or disclosure of PHI.
4.2 Covered Entity shall notify Business Associate of any changes in or revocation of permission by an
Individual to use or disclose PHI, to the extent that such changes may affect Business Associate's
use or disclosure of PHI.
4.3 Covered Entity shall use appropriate safeguards to maintain and ensure the confidentiality,
privacy and security of PHI transmitted to Business Associate pursuant to this Agreement, the
Contract, and the Privacy Rule, until such PHI is received by Business Associate, pursuant to any
specifications set forth in any attachment to the Contract.
4.4 Covered Entity shall manage all users of services including its qualified access, password
restrictions, inactivity timeouts, downloads, its ability to download and otherwise process PHI.
4.5 The Parties acknowledge that Covered Entity owns and controls its data.
4.6 Covered Entity shall provide Business Associate with a copy of its notice of privacy practices
produced in accordance with 45 CFR Section 164.520, as well as any subsequent changes or
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
Rev 2016/07/01(v3) CONTRACT NUMBER 005244
Page 26
COUNTY MICHIGAN.
COMPLIANCE OFFICE
PURCHASING
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
Compliance Office I Purchasing
248-858-0511 I purchasing@oakgov.com
limitation(s) to such notice, to the extent such changes or limitations may effect Business
Associate's use or disclosure of PHI. Covered Entity shall provide Business Associate with any
changes in or revocation of permission to use or disclose PHI, to the extent the changes or
revocation may affect Business Associate's permitted or required uses or disclosures. To the
extent that the changes or revocations may affect Business Associate's permitted use or
disclosure of PHI, Covered Entity shall notify Business Associate of any restriction on the use or
disclosure of PHI that Covered Entity has agreed to in accordance with 45 CFR Section 164.522.
Covered Entity may effectuate any and all such notices of non-private information via posting on
Covered Entity's web site.
§5. EFFECT OF TERMINATION.
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.
52 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 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 Business Associate becomes a
Business Associate of Covered Entity and both Parties sign this Agreement, if later. However,
certain provisions have special effective dates, as set forth herein or as set forth in HIPAA or the
HITECH Amendment.
6.2 Regulatory References. A reference in this Agreement to a section in the Privacy Rule or Security
Rule means the section as in effect or as amended.
6.3 Amendment. The Parties agree to take action to amend this Agreement as necessary for
Covered Entity to comply with the Privacy and Security requirements of HIPAA. If the Business
Associate refuses to sign such an amendment, this Agreement shall automatically terminate.
6.4 Survival. The respective rights and obligations of Business Associate and Covered Entity under
this Agreement shall survive the termination of this Agreement and/or the Contract.
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
Rev 2016/07/01(v3)
CONTRACT NUMBER 005244
Page 27
OAKLAND
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COUNTY MICHIGAN
COMPLIANCE OFFICE
PURCHASING
Compliance Office I Purchasing
248-858-0511 I purchasing@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:
A. Termination. In addition to the termination rights set forth in Section 4 of this Contract, the
County may terminate this Contract, in whole or in part, for cause upon notice to Contractor if
Contractor breaches any duty or obligation in the Contract and fails to cure the breach, to the
County's satisfaction, if applicable.
A.1 Right to Cure. If the Contractor breaches the Contract, and the County, in its sole discretion,
determines that the breach is curable, then the County must provide the Contractor with written
notice of the breach and a time period (not less than thirty (30) days) to cure the breach. The
notice of breach and opportunity to cure do not apply in the following circumstances: (1) for
successive or repeated breaches; (2) if the County determines in its sole discretion that the breach
poses a serious and imminent threat to the health or safety of any person or the imminent loss,
damage, or destruction of any real or tangible personal property; or (3) if the County terminates
the Contract under this Section or Section A above. The effective date for termination or
cancellation shall be clearly stated in the written notice.
A.2 Termination Deemed for Convenience. If the County terminates the Contract for cause and it is
determined, for any reason, that Contractor was not in breach of Contract, then the termination
for cause shall be deemed a termination for convenience, effective as of the same date specified
in the notice of breach.
B. Contractor's Obligations Upon Termination for Cause. If the Contract is terminated for cause, the
County may require Contractor to pay all costs incurred by the County in terminating the Contract,
including but not limited to, administrative costs, reasonable attorneys' fees, court costs, and any
reasonable additional costs the County may incur to procure the Deliverables required by the
Contract from other sources. Re-procurement costs are not consequential, indirect or incidental
damages and cannot be excluded by any other terms included in the Contract; however such costs
shall not exceed 50% of the County's financial obligation under this Contract.
C. Compliance with Laws. Contractor shall comply with the following, if applicable:
C.1 The Davis-Bacon Act (40 U.S.C. 3141-3148) as supplemented by Department of Labor regulations
(29 CFR Part 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed
and Assisted Construction");
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 005244
Page 28
Rev 2016/07/01(v3)
OAKLANDY:
COUNTY MICHIGAN
COMPLIANCE OFFICE
PURCHASING
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
Compliance Office I Purchasing
248-858-0511 I purchasing@oakgov.com
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);
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. 1251-1387);
C.6 All mandatory standards and policies relating to energy efficiency which are contained in the
state energy conservation plan issued in compliance with the Energy Policy and Conservation Act
(42 U.S.C. 6201 et seq.); and
C.7 The Byrd Anti-Lobbying Amendment (31 U.S.C. 1352 et seq.)
D. Debarment and Suspension. Contractor certifies that it is not listed on the government-wide
Excluded Parties List System in the System for Award Management (SAM). Contractor must
promptly notify the County, if Contractor is listed in SAM at any time during the term, renewal, or
extension of this Contract. If Contractor is listed in SAM, the County may terminate or cancel this
Contract, in whole or in part, immediately, upon notice to Contractor.
E. Equal Employment Opportunity. If this Contract meets the definition of "Federally Assisted
Construction Contract" under 41 CFR Part 60-1.3, then during the performance of this Contract,
Contractor agrees as follows:
E.1
The Contractor will not discriminate against any employee or applicant for employment because
of race, color, religion, sex, or national origin. The Contractor will take affirmative action to
ensure that applicants are employed, and that employees are treated during employment
without regard to their race, color, religion, sex, or national origin. Such action shall include, but
not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or
recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and
selection for training, including apprenticeship. The Contractor agrees to post in conspicuous
places, available to employees and applicants for employment, notices to be provided setting
forth the provisions of this nondiscrimination clause.
E.2 The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of
the Contractor, state that all qualified applicants will receive considerations for employment
without regard to race, color, religion, sex, or national origin.
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
Rev 2016/07/01(v3) CONTRACT NUMBER 005244
Page 29
OAKLANm.:.
'COUNTY MICHIGAN
COMPLIANCE OFFICE
PURCHASING
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
Compliance Office l Purchasing
248-858-0511 purchasing@oakgovxom
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.
EA, 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.
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 nondiscrimination clauses of this
Contract or with any of the said rules, regulations, or orders, this Contract may be cancelled,
terminated, or suspended in whole or in part and the Contractor may be declared ineligible for
further Government contracts or federally assisted construction contracts in accordance with
procedures authorized in Executive Order 11246 of September 24, 1965, and such other
sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of
September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise
provided by law.
E.7 The Contractor will include the portion of the sentence immediately preceding paragraph (1) and
the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless
exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204
of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon
each subcontractor or vendor. The Contractor will take such action with respect to any
subcontract or purchase order as the administering agency may direct as a means of enforcing
such provisions, including sanctions for noncompliance: Provided, however, that in the event a
Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor
as a result of such direction by the administering agency the Contractor may request the United
States to enter into such litigation to protect the interests of the United States.
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
Rev 2016/07/01(v3) CONTRACT NUMBER 005244
Page 30
OAKLAND
COUNTY MICHIGAN
COMPLIANCE OFFICE
PURCHASING
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
Compliance Office I Purchasing
248-858-0511 I purchasing@oakgov.com
EXHIBIT IV
LICENSE FOR USE OF COUNTY SERVICEMARK
County grants to Contractor the non-exclusive right to use its Servicemark (hereinafter "Mark"), described and
listed in the Servicemark Guidelines (below), for programs and activities that are related to the governmental
services provided by Oakland County, specifically relating to the scope of work in this contract.
The Mark may be used on: (Applicable if Checked):
El Printed materials
El Electronic materials
o Contractor's website: [insert website address]
Contractor shall not use the Mark for any other purpose.
The Mark must be used by Contractor as shown in the Servicennark Guidelines, with no variations of color, font
or proportion. Contractor acknowledges that the County has intellectual property rights in the Mark. Nothing
in this Contract gives Contractor any right, title, or interest in the Mark. Contractor may not take any action
that will interfere with County's rights in the Mark.
The County may terminate Contractor's rights under this Exhibit if County notifies Contractor it has breached
the terms of this Exhibit and Contractor fails to cure the breach within ten (10) business days of notice of
breach. Following termination of this Exhibit, Contractor shall have ten (10) business days to remove the Mark
from the materials and/or website authorized for use above. Contractor shall provide County with written
confirmation that such actions have been taken. Upon termination of the Contract, Contractor shall cease all
use of the Mark.
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
Rev 2016/07/01(v3) CONTRACT NUMBER 005244
Page 31
OAKLAND
COUNTY MICHIGAN
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office I Purchasing
248-858-0511 I purchasing@oakgov.com
SERVICEMARK GUIDELINES
The Guidelines for proper use of the Mark provided to the Contractor are as follows:
[Insert]
Do not provide copies to a third party of any artwork provided to you by County and referenced in this Exhibit,
without the express consent of County.
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
Rev 2016/07/01(v3) CONTRACT NUMBER 006244
Page 32
OAKLAND:
COUNTY MICHIGAN
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office L Purchasing
248-858-0511 I purchasing@oakgovxom
EXHIBIT VI
ACKNOWLEDGEMENT OF INDEPENDENT EMPLOYMENT STATUS
, am an employee or subcontractor of
(Name of Contractor's Company):
(hereinafter "Company") under Contract #: , and acknowledge that:
• At all times during my assignment to Oakland County, I will remain an employee or subcontractor
of the Company
• I am not an employee of Oakland County; and,
• I may not represent myself as an employee of Oakland County.
I understand that:
• Company is responsible for establishing the conditions of my assignment to Oakland County; and
• Company is solely responsible for compensating me for my services; and
• I understand and agree that as an employee or subcontractor of Company, I am not eligible to
participate in or accrue any benefits under any of Oakland County's employee benefits or
benefit plans, including retirement, deferred compensation, insurance (including without
limitation: health, disability dental and life insurance), vacation pay, and any other similar
plans and programs. However, if I am a retired County employee I may receive vested post-
employment benefits such as retiree healthcare and pension benefits from Oakland County. I
understand that the post-retirement benefits I receive from the County cannot be enhanced
by my work for the above Contractor.
I acknowledge that:
• I have no copyright, patent, trademark or trade secret rights to any Oakland County Intellectual
Property or any work developed by me while providing services to Oakland County; and,
• I shall sign any documents necessary for the County to register patents, copyrights, or trademarks
with federal or state agencies.
Print: Date:
Sign:
Witness:
Date:
Sign:
*Contractor or Contractor's Employee must provide a copy of completed form to the Compliance Office/
Purchasing Unit — PurchasingPoakciov.com before receiving a County Identification badge,
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
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OAKLAND
COUNTY MICHIGA .N. OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office I Purchasing
248-858-0511 I purchasingnoakgov.com
EXHIBIT VII
SCOPE OF CONTRACTOR DELIVERABLES / FINANCIAL OBLIGATIONS
MSU/CONTRACTOR is to provide the following: access to educational services in the form of research
and information, consultation, programming, and community outreach at low or no cost to Oakland
County residents including individuals, families, and businesses within the MSU/CONTRACTOR's four
institutions.
Extension Educational Services Provided:
MSU/CONTRACTOR will deliver educational services, information, or materials relating to each of the
four institutes. All course fees will be established by and made payable to MSU/CONTRACTOR. Services
provided may include but are not limited to those listed below:
• Enhancing Michigan's First Green Industry: Agriculture & Agribusiness (AABI)
o Create a monthly newsletter "The Oakland Gardener" to be posted on the Oakland
County website and disbursed using the email server designated by Oakland County
Information Technology that announces upcoming events and programs available to the
public.
o Deliver at least two Master Gardener Volunteer classes annually at a fee to participants.
o Deliver Gardening and Consumer Horticulture Workshops at a fee to participants.
o Offer access to soil, plant, and pest testing/diagnostic services by offering sale of self-
mailing test kits locally at a fee to customers.
o Offer access to pesticide manuals required for commercial spray licensing through
MDARD locally at cost established by MSU/CONTRACTOR Extension business office to
customers.
o Act as a resource to Seasonal Horticulture Advisors, and assist in responding to residents'
inquiries made to the yard and garden hotline.
o Coordinate work of and act as a liaison to Master Gardener Volunteers performing
approved volunteer work in Oakland County on behalf of MSU/CONTRACTOR
o Provide information and resources free or at a fee on the subjects of:
o Consumer Horticulture
o Agricultural Businesses
o Agricultural Stewardship, including protecting natural resources
o Agricultural education and research
o Agriculture and Agri-science education
o Community food systems, focusing on farmers markets, food hubs, local food
councils, development and support of local food businesses, retail to institution
supply chain, and community and school gardens
o Consumer horticulture workshops
o Community Sustained Agriculture (CSA) programming
o Beekeeping and pollination workshops
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
Rev 2016/07101(v3) CONTRACT NUMBER 005244
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OAKLAND
COUNTY MICHIGAN
COMPLIANCE OFFICE
PURCHASING
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
Compliance Office I Purchasing
248-858-05111 purchasing@oakgov.com
• Preparing Michigan's Children & Youth for the Future (CYO
o Create a monthly newsletter to be posted on the Oakland County website and disbursed
using the email server designated by Oakland County Information Technology that
announces upcoming events and programs available to the public through 4-H.
o Coordinate 4-H Youth Development programming for residents ages 5 years to 19 years
including but not limited to
o 4-Fl Programming and Events such as camps, competitions, shows, expos, field
trips, agriculture and agribusiness education, etc. free or at fee payable to
MSU/CONTRACTOR
o 4-H Volunteer recruitment, training, and club management at no fee
o 4-H Memberships at fee established by and payable to MSU/CONTRACTOR
o Deliver at least one event annually for volunteer appreciation
O Deliver at least one event annually for awarding and recognizing youth
o Deliver at least three events annually aimed at introducing new programming areas in
attempts to generate interest in new clubs and recruit youth and volunteers
o Deliver at least three summer camps for youth programming
• Greening Michigan: Leveraging Natural and Human Assets for Prosperity (GM!)
O Create a monthly newsletter "Conservation Connection" to be posted on the Oakland
County website and disbursed using the email server designated by Oakland County
Information Technology that announces upcoming events and programs available to the
public.
o Deliver at least one online course "Introduction to Lakes" annually accessible to residents
at a fee
o Deliver at least one Conservation StewardsTraining in Oakland County annually at a fee
o Coordinate work of and act as a liaison to Conservation Stewarts performing approved
volunteer work in Oakland County on behalf of MSU/CONTRACTOR
o Deliver at least two workshops for residents on Homeowner Septic System Use and
Maintenance at a fee
o Deliver at least one workshop on Natural Shoreline Management in Southeastern
Michigan and made accessible to residents at a fee
o Provide information and resources free or at a fee on the subjects of:
o Natural resources including water quality and conservation
o Sustaining community prosperity, focused on placemakeing, growing
entrepreneurs and enterprise development
o Financial literacy and homeownership
o Leadership and civic engagement
o Government and public policy, including new county commissioner training, citizen
planner training, governmental fiscal solvency
• Improving the Health & Nutrition of Michigan's residents (HNI)
o Health and Nutrition SNAP/EFNEP
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
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OAKILANIY.
COUNTY MICHIGAN
COMPLIANCE OFFICE
PURCHASING
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
Compliance Office I Purchasing
248-858-0511 I purchasing@oakgov.com
o Deliver SNAP and EFNEP grant nutrition and physical activity curriculum and
programming to resident individuals and groups meeting grant criteria at no fee to
participants.
o Health and Nutrition Senior Project Fresh/Market Fresh
o Act as the liaison to Michigan Department of Health and Human Services Aging
and Adult Services Agency to deliver Senior Project/Market Fresh to seniors and
market masters in Oakland County including:
• Assisting in application process
• Providing classes and workshops using MDHHS or MSU/CONTRACTOR
curriculum
• Recruiting and training senior volunteers to assist in distribution of coupons
• Distributing coupons
o Deliver at least 48 required Health and Nutrition educational presentations or
classes annually to seniors to qualify them for benefits
o Food Safety
o Provide information and resources to Oakland County residents on the subject of
food safety, food preservation
o Provide workshops or classes on food safety, food preservation, and Cottage Food
Law using MSU/CONTRACTOR curriculum
o Provide inspection of canning equipment for residents to ensure safe food
preservation
o Deliver at least 96 food safety related presentations or classes annually to adult
and youth residents of Oakland County
o Deliver at least two canning equipment testing events annually
o Deliver at least two workshops on food canning annually
o Health and Nutrition
o Provide information and resources to Oakland County residents on healthy
eating/cooking, and physical activity using approved MSU/CONTRACTOR
curriculum
o Provide information and referral to Oakland County seniors to the State of
Michigan's Senior Market Fresh program
o Deliver at least 48 educational presentations or classes to Oakland County
residents that fall outside of SNAP/EFNEP qualifying criteria
Documentation Required
• The following documentation must be maintained for each program, event or meeting provided
under this contract:
o Programming
• Attendance list
• Sign in Sheets
• Receipts
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
Rev 2016/07/01(v3)
CONTRACT NUMBER 005244
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COUNTY MICHIGAN
COMPLIANCE OFFICE
PURCHASING
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
Compliance Office I Purchasing
248-858-0511 I purchasing@oakgov.com
• Course description or agenda
• Curriculum used or information dispersed for all programs/events
• Copies of any flyers, advertisements, postings announcing event
• Demographic information or anything else required by MSU/CONTRACTOR for Civil
Rights documentation
o Meetings
• Attendance list or Sign in sheet
• Agenda
• Expense receipts
o Revenue and Expense Documentation
• Amount each attendee paid, including payment method and date, and
▪ Any expenses incurred to provide the course.
• Retain Receipts for all programs/events
o Volunteers or subcontracted employees working on behalf of MSU/CONTRACTOR will
undergo a background check at the expense of MSU/CONTRACTOR
Resources Provided by Oakland County:
To aid MSU/CONTRACTOR in providing the contracted services, Oakland County will provide the following:
• Programming staff, employed directly by Oakland County:
o One 4-H Program Coordinator providing 100% of work to Oakland County residents under
the title "Four-H Program Coordinator"
o One Food Safety Educator providing 100% of work to Oakland County residents under the
title "Extension Home Economist Food Preservation"
o Two Seasonal Horticulture Advisors working part time, seasonally, as approved by
Oakland County Human Resource Department, providing hotline and diagnostic services
to Oakland County residents and also answering statewide MSU/CONTRACTOR garden
hotline inquiries on Mondays
All programming will be conducted under the direction of MSU/CONTRACTOR, using
MSU/CONTRACTOR curriculum, and under the direction of a designated Educator/Supervisor to
assign and approve work on behalf of MSU/CONTRACTOR as a project coordinator
o No programming is to be performed outside of the scope of the MSU/CONTRACTOR work
referenced here in this contract
o All programming offered to residents must be posted on ANR website under "events" and
be open to the general public meeting criteria established by MSU/CONTRACTOR
• Administrative staff, employed by Oakland County, to provide general clerical and office
support to educators assigned to work for Oakland County
o Duties include but are not limited to:
• General office reception services, record keeping, data entry, supply ordering,
invoice processing, and other general support duties.
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
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OAKLAND
COUNTY MICHIGAN
COMPLIANCE OFFICE
PURCHASING
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
Compliance Office I Purchasing
248-858-0511 I purchasingaoakgov.com
• Cash handling for Point of Sale, depositing cash, and transmitting checks to
MSU/CONTRACTOR Business Office.
• Maintain website and post newsletters and information to disseminate
information to Oakland County residents subscribed to news and information
through Oakland County's email subscription application and website.
• Maintain financial record files for MSU/CONTRACTOR programming as requested
by Educators.
• Assist in the organization of supply rooms and preparing for events under the
direction of Programmers and Educators.
• Assist creating and monitoring events in MSU/CONTRACTOR's Events Management
System.
• Provide IT technical support for staff using Oakland County IT equipment and
network on-site.
• Provide service to public by answering inquiries for Lawn and Garden Hotline.
• Liaison to Safety Dispatch and other county units for coordination of events and
building use.
• Track and log issuance of materials to volunteers assigned to provide programming
to public.
• Manage office and support staff.
• Access to office space, equipment, supplies, and services as follows:
o Office Space for MSU/CONTRACTOR Extension Educators assigned to Oakland County and
to other MSU/CONTRACTOR Extension staff assigned primarily to service Oakland County.
General MSU/CONTRACTORC Extension staff that provide less than 33% of their time to
Oakland County, or that provide services more than 50% of the time at an
MSU/CONTRACTOR owned property will not be provided office space.
o Office furniture as available onsite or from Oakland County Materials Management
o Office supplies for general office use not associated directly with programming or events
• Includes general paper and toner usage when using county networked printers
o Office telephone and voicemail for staff using Oakland County Network
o Use of Oakland County owned computers on Oakland County Network
• MSU/CONTRACTOR staff with access to Oakland County's secure network will have
access to fax line, scanners, and printers and will be responsible for completing all
required Cyber Security training or any other training required by Oakland County
Information Technology.
• MSU/CONTRACTOR Extension staff using non-county owned and
maintained equipment will not have access to secure network. Any non-
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
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OAKLAND,
COUNTY MICHIGAN
COMPLIANCE OFFICE
PURCHASING
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
Compliance Office I Purchasing
248-858-0511 I purchasing@oakgov.com
networked MSU/CONTRACTOR Extension staff or equipment will not have
access to print, scan, or fax.
o Access to metered postage for dispersing general announcements for regular events such
as 4-H Discovery Days, Oakland County Fair, and 441 Exploration Days.
o Advertising for MSU/CONTRACTOR Programming via social media, website, email
subscription programs, and use of funds for purchasing advertisement initiatives within
limits of Oakland County budget and as approved by Public Services Director or his
designee.
• Funding for Two 4-H Program Coordinators providing 100% of work to Oakland County
residents to assist in delivery of youth programming
Salary, fringe benefits, professional development, mileage reimbursement and general office
supplies for Oakland County employees assigned to work in Oakland County's
MSU/CONTRACTORC Extension Services Division will be paid by Oakland County.
Resources Provided by MSU/CONTRACTOR:
MSU/CONTRACTOR will identify to Oakland County at least one staff to be referred to as "Extension
Educators" as the lead resource for each of the four identified institutes -and will:
• Be responsible for deliverables as described in section "Extension Educational Services Provided"
and any other programming to Oakland County residents.
• Provide consulting services to residents of Oakland County in their field of expertise and
coordinate with MSU/CONTRACTOR faculty affiliated with each Institute in order to facilitate the
delivery of core programs and information.
• List all public events and program offerings on ANR Events Calendar
• Supervise and oversee the work of MSU/CONTRACTOR employees such as Program Coordinators
and Associates assigned to deliver educational programming to Oakland County.
• Directly oversee and manage subordinate, affiliates, and non-affiliates including Master Gardener
Society of Oakland County, Oakland County Extension Leadership Council, etc.
• Oversee the work of Oakland County programming staff assigned in delivery of
MSU/CONTRACTOR Extension programming by:
o Assigning and evaluating work (Note: all Oakland County employees are expected to
adhere to Oakland County Merit Rules, Code of Conduct, Business Regulations, and other
relevant Oakland County policies and procedures.)
o Collaborating with Public Services Director or his/her designee in assigning schedules, use
of leave and overtime and other personnel matters.
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
Rev 2016/07/01(v3) CONTRACT NUMBER 005244
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OAKLAND;.
COUNTY MICHIGAN OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE Compliance Office I Purchasing
PURCHASING 248-858-0511 I purchasing@oakgov.com
Staff salaries, fringe benefits, professional development, transportation, and all other employment
related expense forMSU/CONTRACTOR employees will be paid by MSU/CONTRACTOR.
Office supplies and materials directly related to programming and events delivered by
MSU/CONTRACTOR and Oakland County staff will be paid my MSU/CONTRACTOR.
Reporting Deliverables to Oakland County:
MSU/CONTRACTOR shall provide regular scheduled reports on levels of service for each of the four institutes.
Level of service will be determined by deliverables described for each institute in the Extension Educational
Services Provided section (number of publications, programs, workshops, classes, etc.)
• Quarterly Reporting
o Services provided, including a list of Event/Activity name, type, location, date, number of
participants including county of residence, target audience, revenue generated, and
expenses
o A list of events or activities with corresponding attendance numbers
o Calendar of events planned for next quarter available to residents, including a list of
Event/Activity name, location, date and target audience.
o Report showing maintained, increase, or decline of level of service (graph — form can be
developed and provided)
• Annual Reporting
o MSU/CONTRACTOR shall provide an Annual Report for Oakland County and a summary of
services with an explanation of changes in program offerings or levels of service for the
reporting period for each of the specific contracted services.
Allocation of Revenues and Expenses:
• MSU/CONTRACTOR Extension courses, programs and services delivered by MSU/CONTRACTOR
Extension staff or Oakland County staff will include but are not limited to those listed under
Extension Educational Services.
• Revenues will be collected via MSU/CONTRACTOR's electronic payment system or paid at the
MSU/CONTRACTOR Extension Office on Oakland County's campus using MSU/CONTRACTOR
Extension's designated Point of Sale software and materials. All revenues will be considered
earned by MSU/CONTRACTOR. No monies brought in by any function of MSU/CONTRACTOR
Extension Office in Oakland County will be considered revenue of Oakland County.
• MSU/CONTRACTOR will pay for all supplies and materials necessary to present the courses,
programs, and other services.
OAKLAND COUNTY COMPLIANCE OFFICE PURCHASING
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• UAKIANLW
COUNTY MICHIGAN
COMPLIANCE OFFICE
PURCHASING
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
Compliance Office I Purchasing
248-858-0511 I purchasinggoakgov.com
• When Oakland County staff oversee a program, supervising educator will approve of expense and
Oakland County staff will purchase materials using an Oakland County P-Card following all
Oakland County procurement policies.
Security Compliance
MSU/CONTRACTOR Employee Identification. If requested by the County, MSU/CONTRACTOR Employees
shall wear and display appropriate County-provided identification at all times while working on County
premises. MSU/CONTRACTOR shall return all County-provided identification upon completion of
MSU/CONTRACTOR's obligations under this Contract.
Background Checks. At the County's request, MSU/CONTRACTOR Employees performing work under this
Contract shall be subject to a background check by the County. The scope of the background check is at
the discretion of the County and the results will be used to determine MSU/CONTRACTOR Employee's
eligibility to perform work under this Contract. Any request for background checks will be initiated by
the County and will be reasonably related to the type of work requested. MSU/CONTRACTOR and
MSU/CONTRACTOR Employees shall provide all information or documents necessary to perform the
background check.
Compliance with County Security Policies and Use Policies. MSU/CONTRACTOR shall require all
MSU/CONTRACTOR Employees to comply with the County's security and acceptable use policies for
County property (tangible and intangible), equipment, resources, facilities, and systems. Upon request,
the County shall provide such policies to MSU/CONTRACTOR.
Cost of Contracted Services:
The Oakland County Director of Public Services or his designee will authorize quarterly payment to the
MSU/CONTRACTOR in the amount of $66,466.99 ($265,867.95 annually with a 2.5% increase annually
over five years) upon the of receipt of quarterly reports as defined above
FY2018 FY2019 FY2020 FY2021 FY2022
Contracted Amount 272,467.95 279,279.65 286,261.64 293,418.18 300,753.64
Less Supplies for 4-H Program
Coordinator (4,000.00) (4,000.00) (4,000.00) (4,000.00) (4,000.00)
Less Supplies for Extension Home
Economist/Food Preservation (2,600.00) (2,600.00) (2,600.00) (2,600.00) (2,600.00)
Total Paid Annually 265,867.95 272,679.65 279,661.64 286,818,18 294,153.64
Quarter 1 66,466.99 68,169.91 69,915.41 71,704.55 73,538.41
Quarter 2 66,466.99 68,169.91 69,915.41 71,704.55 73,538.41
Quarter 3 66,466.99 68,169.91 69,915.41 71,704.55 73,538.41
Quarter 4 66,466.99 68,169.91 69,915.41 71,704.55 73,538.41
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
Rev 2016/07/01(v3)
CONTRACT NUMBER 005244
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Resolution #18266 July 19, 2018
The Chairperson referred the resolution to the Human Resources Committee and the Finance Committee.
There were no objections.
FISCAL NOTES (MISC. #18266) August 9, 2018
BY: Commissioner Thomas Middleton Chairperson, Finance Committee
IN RE: PUBLIC SERVICES DEPARTMENT/MSU EXTENSION — MODIFICATION OF A
PROFESSIONAL AND EDUCATIONAL SERVICES CONTRACT
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. Resolution authorizes the acceptance of a modification of a professional and educational services
contract with Michigan State University (MSU) for the contract period of October 1, 2017 through
September 30, 2022.
2. Miscellaneous Resolution #13250 and #14242 left two (2) 4-H Youth Development Program
Coordinator positions vacant (1070501-01787 and 02170) to develop a professional services
contract with the university.
3. With the modification of the Professional and Educational Services Contract, two (2) 4-H Youth
Development Program Coordinator positions (1070601-01787 & 02170) will remain vacant
however, with the vacancy of one (1) Natural Sciences Program Coordinator position (1070501-
07996) within Department of Public Services Michigan State University Extension (MSUE)
division, it is proposed to include and hold this position vacant through the contract period.
4. The five (5) year contract reflects a not to exceed amount of $1,450,181 and includes a 2.5%
annual increase for professional services. The educational services portion is $6,600 annually.
5. The total FY 2018 impact for modifying the contract and holding the two (2) 4-H Youth
Development Program Coordinator and one (1) Natural Sciences Program Coordinator positions
vacant is $37,177 of which $30,577 represents the difference in cost between the professionaI
services portion of contract $265,868 and the cost of three (3) positions, $235,291; and the
annual educational services cost of $6,600.
6. The total FY 2019 impact is $43,938 of which $37,338 represents the difference in cost between
the professional services portion of contract $272,680 and the cost of three (3) positions,
$235,342; and the annual educational services cost of $6,600.
7. The total FY 2020 impact is $48,567 of which $41,967 represents the difference in cost between
the professional services portion of contract $279,662 and the cost of three (3) positions,
$237,695; and the annual educational services cost of $6,600,
8. The total FY 2021 impact is $55,723 of which $49,123 represents the difference in cost between
the professional services portion of contract $286,818 and the cost of three (3) positions,
$237,695; and the annual educational services cost of $6,600.
9. The total FY 2022 impact is $63,059 of which $56,459 represents the difference in cost between
the professional services portion of contract $294,154 and the cost of three (3) positions,
$237,695; and the annual educational services cost of $6,600.
10. FY 2018 budget amendment is required. The FY 2019 — FY 2021 budgets were incorporated
during the County ExeCutive Recommended Budget process.
GENERAL FUND (#10100) FY 2018
Revenues
9010101-196030-665882 Planned Use of Balance ($21,055)
Total Revenues ($21,055)
Expenditures
1070501-174170-702010
1070501-174170-722740
1070501-174000-731458
1070501-174130-732165
Salaries Regular ($54,322)
Fringe Benefits Adjustments ( 36,479)
Professional Services 63,146
Workshops and Meetings 6 600
Total Expenditures t$21,0_5_51
FINANCE COMMITTEE VOTE:
Motion carried unanimously on a roll call vote.
Ommissioner Thomas Middleton, District #4
Chairperson, Finance Committee
Resolution #18266 August 9, 2018
Moved by Long supported by McGillivray the resolutions (with fiscal notes attached) be adopted with
accompanying reports being accepted.
AYES: Fleming, Gershenson, Gingell, Hoffman, Jackson, Kochenderfer, KowaII, Long,
McGillivray, Middleton, Quarles, Spisz, Taub, Tietz, Weipert, Woodward, Zack, Berman, Bowman,
Crawford. (20)
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).
e( e 1 WNW APPWAIE THIS ESOLUTION
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 August 9, 2018,
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 9th day of August, 2018.
/ / -
Lisa Brown, Oakland County