HomeMy WebLinkAboutResolutions - 2018.11.14 - 23886Corinmissioner Wip Weipert, District #8
ChOirperson, Planning and Building Committee
MISCELLANEOUS RESOLUTION #18396 November 14, 2018
BY: Commissioner Philip Weipert, Chairperson, Planning and Building Committee
IN RE: WATER RESOURCES COMMISSIONER — HARRIS COMPUTER SYSTEMS CONTRACT
EXTENSION
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
WHEREAS the office of the Water Resources Commissioner's Billing Services Unit utilizes a software
application called NorthStar for billing water and sewer customers on behalf of certain Oakland County
communities; and
WHEREAS the contract for the NorthStar software is between Oakland County and Harris Computer
Systems; and
WHEREAS the contract with Harris Computer Systems was first entered into on July 1, 2008 and a second
contract was entered into on December 17, 2013 and is set to expire December 31, 2018; and
WHEREAS pursuant to the current contract Harris Computer Systems provides maintenance for the
NorthStar software application; and
WHEREAS the office of the Water Resources Commissioner needs Oakland County to extend this contract
to December 31, 2021 so that it can work with Oakland County Information Technology to seek competitive
bids for a replacement utility billing solution as part of the Water Resources Commissioner's approved
2019-2020 Master Plan project; and
WHEREAS the Water Resources Commissioner's office needs to ensure that the new utility billing solution
is active before the contract for the current NorthStar software application ends; and
WHEREAS maintenance for the NorthStar application can only be provided by Harris Computer Systems;
and
WHEREAS the office of the Water Resources Commissioner has negotiated a three year contract extension
with Harris Computer Systems at a four percent increase per year; and
WHEREAS the negotiated cost for continuing maintenance brings the contract "not to exceed" amount to
$311,889; and
WHEREAS the Purchasing Terms and Conditions state in Section 2400.6 Duration of Contracts and under
Procedure states "The Board of Commissioners shall approve contracts beyond five years."
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners hereby approves
that the contract for the NorthStar software application with Harris Computer Systems is extended for an
additional three years to December 31, 2021 with a four percent cost increase per year and a "not to exceed"
amount of $311,889.
Chairperson, on behalf of the Planning and Building Committee, I move the Woption of the forgo:J-1°g--
resolution.
PLANNING AND BUILDING COMMITTEE
Motion carried unanimously on a roll call vote.
COAKLAND-
COUNTY MICHIGAN
L BROOKS PATTERSON - OAKLAND COUNTY EXECUTIVE
OAKLAND COUNTY PURCHASING
Water Resources Commissioner JED
AMENDMENT / CHANGE ORDER
OF CONTRACT 004007
AMENDMENT 01
AMENDMENT DATE: February 13, 2014
This AMENDMENT / CHANGE ORDER OF CONTRACT (hereafter this "Amendment') is made and entered
into by and between the Contractor named and identified below, (hereafter "Contractor") and the COUNTY
OF OAKLAND (hereafter 'County") whose address is 2100 Pontiac Lake Rd, Waterford, MI 48328.
CONTRACTOR ADDRESS
HARRIS COMPUTER SYSTEMS 1 ANTARES DRIVE STE 400
OTTAWA ON K2E 8C4 CAN Vendor: 6080
The County and Contractor agree and acknowledge that the purpose of this Amendment is to modify as
provided herein and otherwise continue the present contractual relationship between the Parties as
described in their current contract with the same contract number as above.
In consideration of the extension of the mutual promises, representations, assurances, agreements, and
provisions in the Contract and this Amendment, the adequacy of which is hereby acknowledged by the
Parties, the County and Contractor hereby agrees to amend the current Contract as follows:
1.0 The County and Contractor agree that any and all defined words or phrases in the current Contract
between the parties will apply equally to and throughout the amendment,
2,0 The Parties agree that any and all other terms and conditions sot forth in the current Contract
between the Parties shall remain in full force and effect and shall not be modified, excepted,
diminished, or otherwise changed or altered by this Amendment except as otherwise expressly
provided for in this Amendment.
3.0 Description of Change:
Add/Update the following contract items as described in Attachment A (page 3)
For and in consideration of the mutual assurances, promises, acknowledgments, warrants,
AMENDMENT / CHANGE ORDER OF CONTRACT 004007
Page 1 Rev 2012,11.21
COAKIAND7
COUNTY MICHIGAN
L. BROOKS PATTERSON - OAKLAND COUNTY EXECUTIVE
OAKLAND COUNTY PURCHASING
representations, and agreements set forth in the Contract and this Amendment, and for other good
and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the
undersigned hereby execute this Amendment on behalf of the County, and Contractor and by doing
so legally obligate and bind the County and Contractor to the terms and conditions of the Contract
and this Amendment.
FOR THE COUNTY OF OAKLAND: FOR THE CONTRACTOR:
SIGN: SIGN:
HARRIS COMPUTER SYSTEMS
Pamela L. Weipert, CPA CIA
Compliance Officer
Or
Scott N. Guzzy, CPPO, MBA
Purchasing Administrator
Print Name s
X C-,c,.:3(' '1( Y • L.•,.1) Ai
Title
Email Address
DATE: ) /(( DATE: 2-1/
CLA
AMENDMENT] CHANGE ORDER OF CONTRACT 004007
Page 2 Rev 2012.11.21
Change Order- Oaicland County WRC Maintenance Agreement
Juty 26, 2013
1
ATTACHMENT A
NORTHISTAFr
UTILITIES SOLUTIONS
A Dsion of liwris Ccxnpurer Systems
5 Year Maintenance Agreement Schedule — Pontiac
lq rt-
•
_
•
*!iiii#41 Produt c1V; " .
.4'
•
0. IVIVfi.-
NorthStar CIS 1 513.200 $14. 7g4 $14. 784 14,7S4 $14. 784
eCare 1 1,980 2,218 1.218 /18 -,-1 2,218
eBilling 1 660 739 739 739 739
1
Sub-Total Proprietan 1 5H,S40 $17,741 817341 $17341 $17,741
Main tgnanco
GUI License 7 8 462 8517 8517 $ 517 $ 517
Rerts Anywhere 1 T)00 2464 2464 /464 2464
Sub-Total Third Parry 82,662 52,981 S2,981 $1,981 82,981
Nlaintenattce
818,602 820,721 520322 820322 520322 TOTAL Sat 11.1 ARE
MAINTENANCE
ATTACHMENT A
A Dsion of H,.a.r& CornpuieT Systems
5 Year Maintenance Agreement Schedule - Oakland County WRC
:04itisifti011; _
i aiiiifba
iritV"- V
North Star CIS 1 152.239 552,239 852,239 552,239 S52,239
eCare 1 10,580 10,580 10,580 10.580 10,580
el3il1inu 1 1.3)) 1,3 17 1,322 1,322 1,322
EIS 1 3,968 3,968 3,968 3,968 3,968
Elevon CC API 1 1,569 1.165 1.165 1 165 1 165
Sub-Totil Proprietary 569,374 S69,374 169,374 S69,374 S69,374
Ntaintemauce
GUI License 30 522 77 12,277 52.277 57,277 52,177
Report Writer 1 3.134 3.134 3,134 3,134 3,134
Cognos - User 1 264 264 164 264 264
Cognos - AcIrrsirt 1 299 299 299 )99 "399
Sub-Total Third Party Siz,974 $974 8,974 Szt,974 S5,974
Mnitttntin te
TOTAL SOFTW.,,kRE S7S,348 579,348 519,348 575,348 S7"9,348
"MAENTENANC'E
111 UTILITIES SOLUTIONS
NORTHISTART"
Chang* Orci4r- Oakland County WPC MeThrenartce Agreciment
July 26, 2013
NORTHISTAR"
October 11 2018
Oakland County Water Resources Comm.
1 Public Works Drive
Waterford, MI
48328
To whom it may concern;
Maintenance coverage for NorthStar products will expire on December 31 2018. This will
bring the current five year agreement to a close.
The current 5 year agreement that expires on December 31 2018 included the following
annual increases:
5 Year Current Annual Increase
Year 1 15%
Year 2 0%
Year 3 0%
Year 4 0%
Year 5 0%
Please note the below options to consider for future renewal.
Option A — 5 Year Renewal
5 Year
Current
Annual
Increase
_ Year 1 15%
Year 2 0%
Year 3 0%
Year 4 0%
Year 5 0%
1 Antares Or, Suite 400 Ottawa, ON Canada K2E 8C4 * 613-226-5511 * www.northstarutilities.corn
NORTHISTAI"
Option B — 3 Year Renewal
3 Year
Renewal
Year 1
Year 2
Year 3
Annual
Increase
4%
4%
4%
Option C 1 Year Renewal
1 Year ; Annual
Renewal Increase
Year 1 5%
Please note that all NorthStar Maintenance & Support terms and conditions remain the
same.
Karen McKernan
Director, Customer Support
NorthStar Utilities Solutions
1 Antares Dr, Suite 400 Ottawa, ON Canada K2E 8C4 * 613-226-5511 * www.northstarutilities.com
C:0
N.7
!! Wand 03 MVO COAKLAND7
COUNTY MICHIGAN
L. BROOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION
JED WRC EVENT NPC150
OAKLAND COUNTY COMPLIANCE OFFICE
PURCHASING DIVISION
PROFESSIONAL SERVICE CONTRACT NUMBER: 004007
Contract Expiration Date: 12/31/2018
Contract - NOT TO EXCEED AMOUNT $ 725,000.00
This "Contract" is made between the COUNTY OF OAKLAND, a Michigan Constitutional Corporation,
hereinafter called "County", and the "Contractor" as further described in the following Table. In this
Contract, either Contractor or the County may also be referred to individually as a "Party" or jointly as the
"Parties".
COUNTY OF OAKLAND
2100 Pontiac Lake Road
Waterford, MI 48328
(herein, the "County")
HARRIS COMPUTER SYSTEMS
Michael Foley
1 Antares Dr Ste 400
Ottawa ON K2E 8C4 CAN
Vendor I. D. No. 6060
(herein the "Contractor")
This Contract is organized and divided into the following "Section" or "Sections" for the convenience of
the Parties.
SECTION 1.
SECTION 2.
SECTION 3.
SECTION 4.
SECTION 5.
SECTION 6.
SECTION 7.
CONTRACT DOCUMENTS AND DEFINITIONS
CONTRACT EFFECTIVE DATE AND TERMINATION
SCOPE OF CONTRACTOR'S SERVICES
COUNTY PAYMENT OBLIGATION FOR CONTRACTOR'S SERVICES
CONTRACTOR ASSURANCES AND WARRANTIES
CONTRACTOR PROVIDED INSURANCE AND INDEMNIFICATION
GENERAL TERMS AND CONDITIONS
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING DIVISION
PROFESSIONAL SERVICES CONTRACT NUMBER 0040 07
REV 2009/05/07 Page l
irOAKLAND7---
COUNTY MICHIGAN
L. BROOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION
In consideration of the mutual promises, obligations, representations, and assurances in this Contract, the
Parties agree to the following:
§1. CONTRACT DOCUMENTS AND DEFINITIONS
The following words and expressions when printed with the first letter capitalized as shown herein,
whether used in the singular or plural, possessive or non-possessive, and/or either within or
without quotation marks, shall be defined and interpreted as follows:
1.1. "Contractor Employee" means without limitation, any employees, officers, directors,
members, managers, trustees, volunteers, attorneys, and representatives of Contractor,
and also includes any Contractor licensees, concessionaires, contractors, subcontractors,
independent contractors, contractor's suppliers, subsidiaries, joint ventures or partners,
and/or any such persons, successors or predecessors, employees, (whether such persons
act or acted in their personal, representative or official capacities), and/or any and all
persons acting by, through, under, or in concert with any of the above. "Contractor
Employee" shall also include any person who was a Contractor Employee at any time
during the term of this Contract but, for any reason, is no longer employed, appointed, or
elected in that capacity.
1.2. "Claims" means any alleged losses, claims, complaints, demands for relief or damages,
suits, causes of action, proceedings, judgments, deficiencies, liability, 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 imposed on, incurred
by, or asserted against the County, or for which the County 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, whether any such claims are brought in law or equity, tort, contract, or
otherwise, and/or whether commenced or threatened.
1.3. "Contract Documents" This Contract includes and fully incorporates herein all of the
following documents:
1.3.1. Exhibit I: Contractor Insurance Requirements.
1.3.2. Exhibit II: Scope of Contractor's Services
1.3.3. Exhibit HI: Software Support Standard Guidelines
1.4. "County" means the County of Oakland, a Municipal and Constitutional Corporation, its
departments, divisions, authorities, boards, committees, and "County Agent" as defined
below.
1.5. "County Agent' means all elected and appointed officials, directors, board members,
council members, commissioners, employees, volunteers, representatives, and/or any such
persons' successors (whether such person act or acted in their personal representative or
official capacities), and/or any persons acting by, through, under, or in concert with any of
them. "County Agent" shall also include any person who was a "County Agent" anytime
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING DIVISION
PROFESSIONAL SERVICES CONTRACT NUMBER 004007
Page 2
COAKLAND
COUNTY MICHIGAN
L. BROOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION
during the term of this Contract but, for any reason, is no longer employed, appointed, or
elected and serving as an Agent.
1.6. "Day" means any calendar day, which shall begin at 12:00:01 a.m. and end at 11:59:59 p.m.
1.7. "E-Verify" is 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 new hired employees.
For more information and to register visit https://e-verify.uscis.gov/enroll/.
1.8. "Intellectual Property" means any developments, improvements, designs, innovation, and
materials that may be the subject of a trademark/servicemark, copyright or patent, trade
secrets or Proprietary Information.
1.9. "Iran Linked Business" has the same meaning as "Iran Linked Business" as defined in MCL
129312 being section 2 of P.A. 517 of 2012.
1.10. "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.
1.11. "Support and Maintenance Agreement" means the Support and Maintenance Agreement
executed by the Parties concurrently with this Contract.
§2. CONTRACT EFFECTIVE DATE AND TERMINATION
2.1. The effective date of this Contract shall be as stated on the first page of this Contract, and
unless otherwise terminated or canceled as provided below, it shall end at 11:59:59 p.m.
on the "Contract Expiration Date' shown on the first page of this Contract, at which time
this Contract expires without any further act or notice of either Party being required. The
Parties are under no obligation to renew or extend this Contract after Contract Expiration
Date. Notwithstanding the above, under no circumstances shall this Contract be effective
and binding and no payments to the Contractor shall be due or owing for any Contractor
services until and unless:
2.1.1. This Contract is signed by a Contractor Employee, legally authorized to bind the
Contractor.
2.1.2. Any and all Contractor Certificates of Insurance and any other conditions
precedent to the Contract have been submitted and accepted by the County.
2.1.3. This Contract is signed by an authorized agent of the Oakland County Purchasing
Division, as provided for on the signature page of this Contract, who shall be the
final signatory to this Contract.
2.2. The County may terminate and/or cancel this Contract (or any part thereof) at any time
during the term, any renewal, or any extension of this Contract, upon ninety (90) days
written notice to the Contractor, for any reason, including convenience without incurring
obligation or penalty of any kind. Notwithstanding the above, if the County is being
reimbursed for any cost or expenses incurred under this Contract by any third party,
including any Federal, State or local governmental agency, and any such third party funding
is terminated, the County may terminate, end or cancel this Contract immediately upon
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING DIVISION
PROFESSIONAL SERVICES CONTRACT NUMBER 004007
Page 3
OAKLAND;
L. BROOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION COUNTY MICHIGAN
written notice to the Contractor. The effective date for termination or cancellation shall be
clearly stated in the written notice.
2.3. The County's sole obligation in the event of termination is for payment for actual services
rendered by the Contractor before the effective date of termination. Under no
circumstances shall the County be liable for any future loss of income, profits, any
consequential damages or any loss of business opportunities, revenues, or any other
economic benefit Contractor may have realized but for the termination and/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.
2.4. Contractor may terminate and/or cancel this Contract (or any part thereof) at any time
upon one hundred and eighty days (180) days written notice to the County, if the County
defaults in any obligation contained herein, and within the one hundred and eighty days
(180) notice period the County has failed or has not attempted to cure any such default.
The effective date of termination and/or cancellation and the specific alleged default shall
be clearly stated in the written notice.
2.5. Under no circumstances shall the County be obligated to pay the contractor for any
Services rendered or Goods delivered which have not been invoiced, as required herein,
within sixty (60) days of the date such Goods were actually delivered to the County or
Services were actually rendered pursuant to this Contract.
§3. SCOPE OF CONTRACTOR'S SERVICES
3.1. The Contractor shall perform all services identified and itemized in Exhibit "Scope of
Contractor's Services" which is attached hereto and incorporated and made part of this
Contract.
3.2. Exhibit Ill describes the software support that will be provided by Contractor.
3.3. The Contractor and County both agree that the services provided under this Contract are as
a result of the County's rights to upgrades through the Support and Maintenance
Agreement. This Contract covers the rights and obligations of the Parties with respect to
the professional services provided by Contractor as described in Exhibit II. The Support and
Maintenance Agreement is a separate agreement whose terms apply to the provisions of
that contract. This Contract and the Support and Maintenance Agreement are separate
and distinct contracts and are not intended to be construed as one agreement.
§4. COUNTY PAYMENT OBLIGATIONS FOR CONTRACTOR'S SERVICES
4.1. Except as otherwise expressly provided for in this Contract, the County's sole financial
obligation to the Contractor for any Contractor services under this Contract shall be:
In no event, shall the County's amount due and owing the Contractor for any and
all services rendered exceed the amount identified as the "NOT TO EXCEED
AMOUNT" on the first page of this Contract. In the event the Contractor can
reasonably foresee the total billings for its services will exceed this "NOT TO
EXCEED AMOUNT", the Contractor shall provide the County with notice of this
contingency at least fifteen (15) Days before this event.
OAKLAND COUNTY COMPLIANCE OFFICE PURCHASING DIVISION
PROFESSIONAL SERVICES CONTRACT NUMBER 004007
Page 4
IrOAKLANDr
L. BROOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION
COUNTY MICHIGAN
4.1.2. No more than once a month, the Contractor shall submit an invoice to the
County which shall itemize all amounts due and/or owing by the County under
this Contract, as the date of the invoice. The invoices shall be submitted in the
form requested by the County. The County shall have no obligation to make
payment until a proper invoice of service is submitted. The County reserves the
right to make partial payments on account of the amount due the Contractor as
the work progresses.
4.2. Under no circumstances shall the County 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 Contractor's providing any services
under this Contract.
4.3. The County has the right to offset any amounts due and owing to the Contractor should the
County incur any cost associated with this Contract that is the obligations of Contractor
under this Contract. This includes withholding payment in the amount of any County
provided equipment, supplies or identification badges that are not returned by Contractor
upon completion of the services provided under this Contract.
4.4. This Contract does not authorize any in-kind services by either Party, unless expressly
provided herein.
§5. CONTRACTOR'S ASSURANCES AND WARRANTIES
5.1. Contractor certifies that all statements, assurances, records, and materials submitted to
County in connection with securing this Contract have been truthful, complete and
accurate in all respects. Contractor agrees and understands that any material false
statement, representation or omission made in connection with its seeking or obtaining
this Contract may be grounds for canceling or terminating this Contract and/or debarring
the Contractor from future County contracts. The County's right to cancel this Contract as
provided herein shall be in addition to any other rights the County has to terminate or
cancel this Contract.
5.2. Service Warranty. Contractor warrants that all services performed hereunder will be
performed in a manner that complies with all applicable laws, statutes, regulations,
ordinances, and professional standards.
5.3. Business and Professional Licenses. The Contractor will obtain and maintain at all times
during the term of this Contract all applicable business and professional licenses necessary
to provide the contracted services,
5.4. Equipment and Supplies. The Contractor is responsible for providing equipment and
supplies not expressly required to be provided by the County herein.
5.5. Taxes. The Contractor shall pay, its•own local, state and federal taxes, including without
limitation, social security taxes, and unemployment compensation taxes. The County shall
not be liable to or required to reimburse the Contractor for any federal, state and local
taxes or fees of any kind.
5.6. Contractor's Incidental Expenses. Except as otherwise expressly provided in this Contract,
the Contractor shall be solely responsible and liable for all costs and expenses incident to
OAKLAND COUNTY COMPLIANCE OFFICE PURCHASING DIVISION
PROFESSIONAL SERVICES CONTRACT NUMBER 00400T
Page 5
ErOAKIANDT-1--
COUNTY MICHIGAN
L. BROOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION
the performance of all services for the County including, but not limited to, any
professional dues, association fees, license fees, fines, taxes, and penalties.
5.7. E-Verifv,
5.7.1. 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 Contractors. Breach of this
term or conditions is considered a material breach of this Contract.
5.7.2. 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 &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.
5.8. Contractor Emolovees,
5.8.1. Contractor shall employ and assign qualified Contractor Employees as necessary
and appropriate to provide the services under this Contract. Contractor shall
ensure all Contractor Employees have all the necessary knowledge, skill, and
qualifications necessary to perform the required services and possess any
necessary licenses, permits, certificates, and governmental authorizations as
may be required by law.
5.8.2. 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 Employee.
5.8.3. All 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 the last day of
services provided under this Contract.
5.8.4. All Contractor Employees assigned to work under this Contract may, at the
County's discretion, be subject to a security check and clearance by the County.
5.8.5. All newly hired Contractor Employees, unless otherwise excluded under Misc.
Resolution No. 09116 must undergo employment eligibility verification through
the E-Verify system. Failure to verify newly hired employees is a material breach
of this Contract.
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING DIVISION
PROFESSIONAL SERVICES CONTRACT NUMBER 004007
Page 6
COAKLAND7---
L. BROOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION
COUNTY MICHIGAN
5.9, Contractor Employee-Related Expenses. All Contractor Employees shall be employed at
the Contractor's sole expense (including employment-related taxes and insurance) and the
Contractor warrants that all Contractor Employees shall fully comply with and adheres to
all of the terms of this Contract. Contractor shall be solely and completely liable for any and
all applicable Contractor Employee's federal, state, or local payment withholdings or
contributions and/or any and all Contractor Employee related pension or welfare benefits
plan contribution 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 the Contractor and
any Contractor Employee, including, but not limited to, Worker's Compensation, disability
pay or other insurance of any kind.
5.10. Full Knowledge of Service Expectations and Attendant Circumstances. Contractor warrants
that before submitting its Proposal and/or entering into this Contract, it had a full
opportunity to review the proposed services, and review all County requirements and/or
expectations under this Contract. The 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 all obligations under the Contract as specified
herein.
5.11. The Contractor's Relationship To The County Is That Of An Independent Contractor.
Nothing in this Contract is intended to establish an employer-employee relationship
between the County and either the Contractor or any Contractor Employee. All Contractor
Employees assigned to provide services under this Contract by the Contractor shall, in all
cases, be deemed employees of the Contractor and not employees, agents or sub-
contractors of the County.
§6. CONTRACTOR PROVIDED INSURANCE AND INDEMNIFICATION
6.1. Indemnification.
6.1.1. Contractor shall indemnify and hold the County harmless from any and all Claims
which are incurred by or asserted against the County by any person or entity,
alleged to have been caused or found to arise, from the acts, performances,
errors, or omissions of Contractor or Contractor's Employees, including, without
limitation, all Claims relating to injury or death of any person or damage to any
property.
6.1.2. The indemnification rights contained in this Contract are in excess and over and
above any valid and collectible insurance rights/policies. During the term of this
Contract, if the validity or collecta Nifty of the Contractor's insurance is disputed
by the insurance company, the Contractor shall indemnify the County for all
claims asserted against the County and if the insurance company prevails, the
Contractor shall indemnify the County for uncollectable accounts.
6.1.3. Contractor shall have no rights against the County for any indemnification (e.g.,
contractual, equitable, or by implication), contribution, subrogation, and/or any
other right to be reimbursed by the County except as expressly provided herein.
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING DIVISION
PROFESSIONAL SERVICES CONTRACT NUMBER 004007
Page 7
OAKLAND
L. BROOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION COUNTY MICHIGAN
6.1.4, Contractor waives and releases all actions, liabilities, loss and damage including
any subrogated rights it may have against the County based upon any Claim
brought against the County suffered by a Contractor Employee.
6.1.5. BOTH PARTIES AGREE THAT THE AGGREGATE LIABILITY OF CONTRACTOR TO
COUNTY FOR ALL ACTION, SUITS AND PROCEEDINGS ARISING, DIRECTLY OR
INDIRECTLY, UNDER OR RELATING TO THIS CONTRACT INCLUDING THOSE BASED
ON BREACH OR RESCISSION OF CONTRACT, RELATING TO TORT, BREACH OF
TRUST, OR BREACH OF FIDUCIARY DUTY SHALL NOT EXCEED, IN THE
AGGREGATE, THE FEES PAID BY COUNTY TO CONTRACTOR PURSUANT TO THE
RELEVANT STATEMENT OF WORK EXCEPT FOR INDEMNIFICATION OF THIRD
PARTIES RELATED TO (a) DAMAGE TO TANGIBLE PROPERTY, (b) INJURY OR
DEATH TO PERSONS, OR (c) INFRINGEMENT OF INTELLECTUAL PROPERTY
CLAIMS.
6.1.6. IN ADDITION TO THE FOREGOING BUT EXCEPT FOR INDEMNIFICATION RELATED
TO (a) DAMAGE TO TANGIBLE PROPERTY OR (b) INJURY OR DEATH TO PERSONS,
AND DAMAGES ARISING OUT OF (a) DAMAGE TO TANGIBLE PROPERTY, (b)
INJURY OR DEATH TO PERSONS, OR (c) INFRINGEMENT OF INTELLECTUAL
PROPERTY CLAIMS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY
CLAIMS FOR CONSEQUENTIAL DAMAGES, INCIDENTAL DAMAGES, INDIRECT
DAMAGES, SPECIAL DAMAGES, AGGRAVATED DAMAGES, LOSS OF REVENUE,
LOSS OF PROFITS, FAILURE TO REALIZE EXPECTED SAVINGS, LOSS OF DATA, LOSS
OF BUSINESS OPPORTUNITY EITHER UNDER OR RELATING TO THIS CONTRACT OR
ITS SUBJECT MATTER, WHETHER BASED ON BREACH OR RESCISSION OF
CONTRACT, TORT, BREACH OF TRUST, OR BREACH OF FIDUCIARY DUTY EVEN IF
SUCH OTHER PARTY HAS BEEN ADVISED OF THE LIKELIHOOD OF THE
OCCURRENCE OF SUCH DAMAGES.
6.2. Contractor Provided Insurance.
6.2.1. At all times during this Contract, Contractor shall obtain and maintain insurance
according to the specifications indicated in Exhibit I.
§7. GENERAL TERMS AND CONDITIONS
7.1. Access To County Facilities. While the Contractor retains the right to perform services at
any time, the Contractor must obtain prior permission by the County for access to County
facilities after the County's regular business hours.
7.2. 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.
7.3. Survival of Terms and Conditions. The following terms and conditions shall survive and
continue in full force beyond the termination and/or cancellation of this Contract (or any
part thereof) until the terms and conditions are fully satisfied or expire by their very
nature:
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING DIVISION
PROFESSIONAL SERVICES CONTRACT NUMBER 004007
Page 8
irOAKLAIND7
COUNTY MICHIGAN
L. BROOKS PATFERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION
"CONTRACTOR'S ASSURANCES AND WARRANTIES";
"CONTRACTOR PROVIDED INSURANCE AND INDEMNIFICATION";
"Damage Clean Up To County Property and/or Premises";
"Audit";
"Severability";
"Governing Law/Consent To Jurisdiction And Venue"; and
"Survival of Terms And Conditions".
7.4. County Right to Suspend Services. Upon written notice, the County may 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 services 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 services under
this Section.
7.5. 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' rights in this
Contract, and/or any other right, in favor of any other person or entity.
7.6. 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.
73. Permits and Licenses. Contractor shall be responsible for obtaining and maintaining
throughout the term of this Contract all licenses, permits, certificates, and governmental
authorizations necessary to perform all of its obligations under this Contract and to
conduct business under this Contract. Upon request by the County, Contractor shall
furnish copies of any permit, license, certificate or governmental authorizations necessary
to provide services under this Contract.
7.8. Discrimination. Contractor shall not discriminate against any employee or applicant for
employment because of sex, race, religion, color, national origin, or handicap in violation of
State and Federal law.
7.8.1. Contractor shall promptly notify the County of any complaint or charge filed
and/or determination by any Court or administrative agency of illegal
discrimination by Contractor.
7.8.2. The County, in its discretion, may consider any illegal discrimination described
above as a breach of this Contract and may terminate or cancel this Contract
immediately with notice.
7.9. Reservation of Rights. 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 County.
7.10. Force Maieure. Notwithstanding any other term or provision of this Contract, neither Party
shall be liable to the other for any failure of performance hereunder if such failure is due to
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING DIVISION
PROFESSIONAL SERVICES CONTRACT NUMBER 004007
Page 9
IrOAKLANUF
L. BROOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION
COUNTY MICHIGAN
any cause beyond the reasonable control of that Party and that Party cannot reasonably
accommodate or mitigate the effects of any such cause. Such cause shall include, without
limitation, acts of God, fire, explosion, vandalism, any law, order, regulation, direction,
action, or request of the United States government or of any other government, national
emergencies, insurrections, riots, wars, strikes, lockouts, work stoppages, or other labor
difficulties. Reasonable notice shall be given to the affected Party of any such event, The
Contractor is expected, through insurance or alternative temporary or emergency service
arrangements, to continue its obligations under this Contract in the event of a reasonably
anticipated, insurable business risk such as business interruption and/or any insurable
casualty or foss.
7.11. Conflict of Interest. Pursuant to Public Act 317 and 318 of 1968, as amended (MCL 15.321,
et seq.), no contracts shall be entered into between the County, including all agencies and
departments thereof, 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.
7.12. Iran Linked Business. Contractor certified that it is not an Iran Linked Business. Contractor
further certifies that it was not an Iran Linked Business at the time that it submitted its bid
on a request for proposal for this Contract.
7.12.1. Contractor must promptly notify the County of Contractor becomes an Iran
Linked Business at any time during the term of this Contract including renewals
or extensions.
7.12.2. The County may consider any change in Contractor's status to an Iran Linked
Business as a breach of this Contract and may terminate or cancel this Contract
immediately with notice,
7.13. Damage Clean up to County Property and/or Premises. Contractor shall be responsible for
any unexpected and/or unnecessary damage to any County property, its premises, or a
County Agent that is caused by Contractor or Contractor's Employees. If damage occurs,
Contractor shall make necessary repairs and/or replacements to the damaged property to
the satisfaction of the County. If the cleanup cannot be completed to the County's
satisfaction, Contractor shall reimburse the County the actual cost for repairing or replacing
the damage property. The Contractor shall be responsible for assuring that all County and
municipal sites are restored to their original condition.
7.14. Contractor Use of Confidential Information. The Contractor and/or Contractor Employees
shall not reproduce, provide, disclose, or give access to Confidential Information to any
third party, or to any Contractor Employee not having a legitimate need to know any such
information and data, and shall not use the Confidential Information for any purpose other
than performing its services under this Contract. Notwithstanding the foregoing,
Contractor may disclose the Confidential Information if required by law, statute or other
legal process; provided that Contractor (1) gives County prompt written notice of an
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING DIVISION
PROFESSIONAL SERVICES CONTRACT NUMBER 004007
Page 10
IrOAKLAND14-7-
L. BROOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION
COUNTY MICHIGAN
impending disclosure, (ii) provides reasonable assistance to County in opposing or limiting
the disclosure, and (iii) makes only such disclosure as is compelled or required,
7.14.1. This Contract imposes no obligation upon Contractor with respect to any
Confidential Information which Contractor can establish by legally sufficient
evidence: (i) was in the possession of, or was known by Contractor, prior to its
receipt from the County, without an obligation to maintain its confidentiality; or
(ii) is obtained by Contractor from a third party having the right to disclose it,
without an obligation to keep such information confidential,
7.14.2. As used in this Contract, Confidential Information means all information that the
County is required or permitted by law to keep confidential.
7.15. Contractor Use of County Licensed Software. In order for the Contractor to perform its
services under this Contract, the County may permit Contractor or Contractor Employees
to access certain copyrighted Software licensed to the County. Contractor or Contractor
Employees shall not: transfer, remove, use, copy, or otherwise provide or make available
any such copyrighted 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 the Contractor nor Contractor Employee shall produce a source
listing, decompile, disassemble, or otherwise reverse engineer any copyrighted Software.
Neither the Contractor nor Contractor Employee shall use any copyrighted software
contrary to the provisions of any applicable Software license agreement or state or federal
law.
7.16. Grant Compliance. If any part of this Contract is supported or paid for with any state or
federal funds granted to the County, the Contractor shall comply with all applicable grant
requirements.
7.17. Project Managers. Each Party shall designate an employee or agent to act as a Project
Manager. The Project Managers shall serve as a contact point for all matters related to the
services to be performed under this Contract. The Contractor's Project Manager shall
coordinate with the County's Project Manager, the Contractor shall provide the name and
qualifications of its Project Manager and an alternate.
7.18. Contract Administrator. Each Party may designate an employee or agent to act as Contract
Administrator. The County's Contract Administrator shall be responsible for such activities
as monitoring deliverables and funding addressing the quality of services provided by the
Contractor, reviewing invoices and submitting requests to the County's procurement
authority for any contract modification in accordance with Section 7.27 of this Contract.
7.19. 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 Managers and Contract Administrators for
possible resolution. The Project Managers and Contract Administrators may promptly
meet and confer in an effort to resolve such dispute. If the Project Managers cannot
resolve the dispute in five (5) business days, the dispute may be submitted to the
signatories of this Contract or their successors in office. The signatories of this Contract
may meet promptly and confer in an effort to resolve such dispute.
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING DIVISION
PROFESSIONAL SERVICES CONTRACT NUMBER 004007
Page 11
OAKLAND;
L. BROOKS PATFERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION COUNTY MICHIGAN
7.20. Access and Records. Contractor will maintain accurate books and records in connection
with the services provided under this Contract for thirty-six (36) months after end of this
Contract, and provide the County with reasonable access to such book and records.
7.21. Audit. Contractor shall allow the County's Auditing Division, or an independent auditor
hired by the County, to perform contract compliance audits with the authority to access all
pertinent records and interview any Contractor Employee throughout the term of this
Contract, and for a period of three years after final payment.
7.20.1 Contractor shall explain any audit finding, questionable 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 the Contractor's response will
be included in the final report. Failure by the Contractor to respond in writing
within 30 business days shall be deemed acceptance of the draft audit report,
and will be noted in the final report.
7.22. Delegation /Subcontract/Assignment. Contractor shall not delegate, assign, or subcontract
any obligations or rights under this Contract without the prior written consent of the
County.
7.22.1. The rights and obligations under this Contract shall not be diminished in any
manner by assignment, delegation or subcontract.
7.22.2. Any assignment, delegation, or subcontract by Contractor and approved by the
County, must include a requirement that the assignee, delegee, or subcontractor
will comply with the rights and obligations contained in this Contract.
7.22.3. The Contractor shall remain primarily liable for all work performed by any
subcontractors. The Contractor shall remain liable to the County for any
obligations under the Contract not completely performed by any Contractor
delegee or subcontractor.
7.22.4. Should a Subcontractor fail to provide the established level of service and
response, the Contractor shall contract with another agency for these services in
a timely manner. Any additional costs associated with securing a competent
subcontractor shall be the sole responsibility of the Contractor.
7.22.5. This Contract cannot be sold.
7.22.6. In the event that a Petition in Bankruptcy is filed and there is an assignment of
this Contract by a Court, the County may declare this Contract null and void.
7.23. Non Exclusive Contract. No provision in this Contract limits, or is intended to limit, in any
way the 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, this Contract is a non-exclusive agreement and the County may freely
engage other persons to perform the same work that the Contractor performs. Except as
provided in this Contract, this Contract shall not be construed to guarantee the Contractor
or any Contractor Employee any number of fixed or certain number or quantity of hours or
services to be rendered to the County,
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING DIVISION
PROFESSIONAL SERVICES CONTRACT NUMBER 004007
Page 12
erOAKLANDY. L. BROOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION
COUNTY MICHIGAN
7.24. No Implied Waiver. Absent a written waiver, no act, failure, or delay by a Party to pursue
or enforce any right or remedy under this Contract shall constitute a waiver of those rights
with regard to any existing or subsequent breach of this Contract. No waiver of any term,
condition, or provision of this Contract, whether by conduct or otherwise, in one or more
instances, shall be deemed or construed as a continuing waiver of any term, condition, or
provision of this Contract. No waiver by either Party shall subsequently affect its right to
require strict performance of this Contract.
7.25. Severability. If a court of competent jurisdiction finds a term, condition, or provision of this
Contract to be illegal or invalid, then the term, condition, or provision shall be deemed
severed from this Contract. All other terms, conditions, and provisions of this Contract
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.
7.26. Captions. The section and subsection numbers, captions, and any index to such sections
and 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. Any use of the singular or plural
number, any reference to the male, female, or neuter genders, and any possessive or non-
possessive use in this Contract shall be deemed the appropriate plurality, gender or
possession as the context requires.
7.27. Notices. Notices given under this Contract shall be in writing and shall either be personally
delivered, sent by express delivery service, certified mail, or first class U.S. mail postage
prepaid, and addressed to the person listed below. Notice will be deemed given when one
of the following occur: (1) the date of actual receipt; (2) the next business day when notice
is sent express delivery service or personal delivery; or (3) three days after mailing first
class or certified U.S. mail.
7.27.1. If notice is sent to the Contractor, it shall be addressed to the address stated on
the first page of this Contract.
7.27.2. If notice is sent to the County, it shall be addressed to the Contract
Administrator stated on the signature page of this Contract,
7.27.3. Either Party may change the address or individual to which notice is sent by
notifying the other party in writing of the change.
718. Contract Modifications or Amendments. Any modifications, amendments, recisions,
waivers, or releases to this Contract must be in writing and agreed to by both Parties.
Unless otherwise agreed, the modification, amendment, recision, waiver, or release shall
be signed by an expressly authorized Contractor Employee and by the same person who
signed the Contract for the County or other County Agent as authorized by the Oakland
County Board of Commissioners.
7.29. Precedence of Documents. In the event of a conflict between the terms and conditions in
any of the documents comprising this Contract, the conflict shall be resolved as follows:
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING DIVISION
PROFESSIONAL SERVICES CONTRACT NUMBER 004007
Page 13
COAKLANDr-.
L. BROOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION
COUNTY MICHIGAN
7.29.1.. The terms and conditions contained in this main Contract document shall prevail
and take precedence over any allegedly conflicting provisions in all other Exhibits
or documents.
7.30. 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 Court 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 judgement obtained in such forum or
taking action under this Contract to enforce such judgement in any appropriate jurisdiction.
7.31. Entire Contract, This Contract represents the entire Contract 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.
7.32. Assignment of Rights, In consideration for the work Contractor performs under this
Contract, and the fees paid to Contractor for services, Contractor agrees to the following:
7.32.1. Contractor shall have no copyright, patent, trademark or trade secret rights in
County Intellectual Property,
732.2. Any and all programs, inventions and other work or authorship developed by
Contractor while performing services to County are works made for hire, created
for and owned exclusively by County.
7.32.3. Contractor assigns to County all rights and interest in County Intellectual
Property, which Contractor has made or conceived, or may make and conceive,
either solely or jointly with others, either on or off County premises (1) while
providing services to County, or (2) with the use of the time, materials or
facilities of the County.
7.32.4, Contractor shall sign any papers necessary for patents, copyrights or trademark
registrations to give title to County.
7.33. Confidential Information. Contractor acknowledges:
7.33.1. That the County is developing and using Proprietary Information and Intellectual
Property that is valuable to its operations. The County has instituted policies
and procedures to protect this information. In performance of its obligations
under this Contract, Contractor may become acquainted with County Proprietary
Information and Intellectual Property.
7.33.2. Either during or after the term of this Contract, Contractor shall not disclose to
anyone or use any County Proprietary Information and Intellectual Property
disclosed to Contractor while providing services to County under this Contract.
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING DIVISION
PROFESSIONAL SERVICES CONTRACT NUIVIBER 00400
Page 14
irOAKLAND
L. BROOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION
COUNTY MICHIGAN
This obligation does not apply to information after it becomes generally known
to the public.
7.33.3. Contractor shall not disclose any Intellectual Property belonging to a third party
that Contractor learns about by virtue of providing services to the County.
OAKLAND COUNTY COMPLIANCE OFFICE. PURCHASING DIVISION
PROFESSIONAL SERVICES CONTRACT NUMBER 004007
Page 15
FOR THE COUNTY:
DATE: Og " BY:
Pam Weipert, ComplianØbfficer
Oakland County Purchasing Division
BY:
OAKLAND
L. BROOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION COUNTY MICHIGAN
The undersigned executes this Contract on behalf of Contractor and the County, and by doing so legally
obligates and binds Contractor and the County to the terms and conditions of this Contract.
a I
drOF. iiti4W-Wii4,4 appeared in person before me,this day and executed this Contract on
&f,e c;114 /('h behalf of Contractgr and acAowledged to me under oath that has I/
taken all actions and secured any and all necessary approvals and authorization
9
and has the requisite
authority from Contractor to fully and completely obligate and bind Contractor to the terms and conditions
of this Contract and any and all other documents incorporated by reference and also acknowledged to me
under oath having been provided with copies and having read and reviewed all Contract documents
including all documents incorporated by reference.
Subscribed and sworn to before me on this
My Commission Expires:
Acting in the y of
APPROVED AS TO SCOPE OF CONTRACTOR SERVICES:
DATE: .-14tva (If) ‘()N ;3 1":1
DATE:
/.-
Oakland County Water Resources Commissioner
One Public Works Dr Bldg 95 West
Waterford MI 48328
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING DIVISION
PROFESSIONAL SERVICES CONTRACT NUMBER 004007
Page 16
frOAKIAND7
L. BROOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION
COUNTY MICHIGAN
EXHIBIT I
CONTRACTOR INSURANCE REQUIREMENTS
1. At all times during this Contract, including renewals or extensions, Contractor shall obtain and maintain
insurance according to the following specifications:
a. Commercial General Liability - with the following as minimum requirements:
$3,000,000— Each Occurrence (Total Limit)
Occurrence Form Policy
Broad Form Property Damage
Premises/Operations
Independent Contractors
Products and Completed Operations
(Blanket) Broad Form Contractual
Personal Injury - Delete Contractual Exclusion
Additional Insured: The County of Oakland and County Agents (as defined in this
Contract);
b. Workers Compensation - as required by law and $500,000 Employer's Liability;
c. Automobile Liability and Property Damage - $1,000,000 each occurrence, including coverage for all
owned, hired and non-owned vehicles including No Fault coverage as required by law;
d. Professional Liability/Errors & Omissions Insurance (as applicable) with minimum limits of
$1,000,000 per claim and $1,000,000 dollars aggregate.
2. General Certificates of Insurance:
a. All Certificates of Insurance shall contain evidence of the following conditions and/or clauses and
shall be sent to: The County of Oakland and County Agents, Oakland County Purchasing Division, 2100
Pontiac Lake Road, Bldg 41W, Waterford, MI 48328-0462 or fax 248-858-1677.
b. The County of Oakland and County Agents (as defined in this Contract) shall be named as "General
Liability" Additional Insured with respect to work performed by the Contractor.
c. All Certificates are to provide 30 days written notice of material change, cancellation, or non-
renewal. Certificates of Insurance or insurance binders must be provided no less than ten (10) working
days before commencement of work to the Oakland County Purchasing Division. Insurance carriers are
subject to the approval of Oakland County.
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING DIVISION
PROFESSIONAL SERVICES CONTRACT NUMBER 004007
Page 17
Exhibit!!! Scope of Contractors Services
(Statement of Work)
Oakland County Water Resources Commissioner
North Star Version 6.4 Upgrade
NORTHISTAFC
UTILITIES SOLUTIONS
NORTHISTAR' Page 2
TABLE OF CONTENTS
1 Introduction 4
1.1 Objective 4
2 Service Description 5
2.1 Areas within Scope 5
2,2 Areas Out of Scope 9
3 Estimated Timeline 10
4 Service Deliverable Acceptance Process 11
5 Change Management Process 12
6 Fees & Payment Schedule 13
6.1 Fees 13
6.2 Payment Schedule 15
6.3 Travel and Living Expenses 15
7 Termination 17
•8 Project Assumptions 18
8.1 NorthStar 6.4 Upgrade Project 18
8.2 Pontiac Data Merge Project 19
9 Document Acceptance and Signoff 20
1 Appendix A - NorthStar 6.4—Typical Hardware Recommendations 21
1.1 Software Platform 21
1.2 Hardware Platform 22
NORTHISTAR' Page 3
1 INTRODUCTION
Oakland County Water Resources Commissioner, herein referred to as OCWRC, requires an upgrade of
their billing system from NorthStar version 6.2.9 to NorthStar version 6.4. NorthStar 6.2.9 and NorthStar
6.4 share the same core business logic and leverage the years of investment both OCWRC and NorthStar
have made in your current CIS/billing system.
The billing engine and many of the processes will not be affected by the upgrade. However, significant
improvements have been made to NorthStar's encryption model to bring it up to date with current
standards and addresses vulnerabilities in the old design such as where security keys are stored and
where the encryption/decryption logic resides. The introduction of the new encryption will require a
"conversion" of sensitive data into the encrypted format, the configuration of a new bank file template
and thorough testing.
NorthStar 6.4 offers a range of new functions designed to bring the power and value of automation into
your hands. For example,
• an Automation Platform lets you schedule and run routine tasks—such as issuing bills, creating
service orders and verifying meter data—on regular or event-driven bases,
• a configuration-driven At-A-Glance screen displays capsule summaries of the current states of
any accounts on your NorthStar CIS system database and according to your distinct
requirements, and
NorthStar 6.4 Automation also features a series of back-end process and technology improvements that
enhance performance and stability in the most demanding environments.
In addition to upgrading the NorthStar CIS to version 6.4 OCWRC will be taking over 20,000 Water
accounts for the City of Pontiac, MI. As a result, OCWRC will engage the services of NorthStar to merge
the Pontiac Customer data from the legacy billing system into their existing NorthStar 6.4 database.
The purpose of this document is to provide information on the features and value of NorthStar 6.4, as
well as the merge of the Pontiac Customers, along with the level of effort associated with the upgrade
and merge activities.
1.1 Objective
This Statement of Work (SOW) defines the work to be performed by NorthStar for OCWRC CIS NorthStar
62.9 to NorthStar 6.4 upgrade, as well as the data merge project. This SOW includes a high level
timeline, fees, and other terms and conditions specific to the services requested by OCWRC,
HORTHISTAr Orkirarl.lareht Page 4
2 SERVICE DESCRIPTION
2.1 Areas within Scope
2.1.1 Upgrade Scope
The scope of this statement of work is to upgrade OCWRC's CIS NorthStar 6.2.9 to NorthStar 6.4.
Integration Points that will be ported to the NorthStar 6.4 environment are:
• Equinox Meter Reading System
• CityWorks Work Orders System
• PeopIeSoft General Ledger
• NorthStar eCARE Web Portal; including eBilling
• NorthStar Executive Information System
• NorthStar eD0Cs
Upgrade Notes:
• NorthStar's add-on applications (eCARe, EIS and mCARe) run on Microsoft server(s) and access
the billing system directly. The upgrade to NorthStar 6.4 will not have a direct impact on these
applications and they will not require an upgrade or change. A test environment will be
established for the add-ons and configured to point to the NorthStar 6.4 database. This will
facilitate add-on/NS testing and acceptance during the implementation.
2.1.2 Upgrade Approach
A NorthStar Project Manager (PM) will be the primary point of contact for OCWRC on the NorthStar 6.4
upgrade. The PM has the overall accountability to successfully deliver the services required for a
successful version 6 Upgrade within agreed upon timeframe and budget. The project team will directly
report to the PM and the PM will have the authority and support to manage the project team in the best
interest of the project. The PM is also accountable for the following high-level project activities:
• The NorthStar PM will interface with OCWRC assigned PM.
• Conduct regular internal project meetings to ensure that all aspects of the project are
understood by the team and that progress and risks are properly reported.
• Conduct regular project meetings with OCWRC.
• Review of project status, schedule, risks, resources as well as any other issues that may affect
the success the project.
The NorthStar 6.4 upgrade methodology that will be leveraged for this engagement consists of 2 main
areas: Project Management and Upgrade Management where each has associated (where applicable):
HORTHISTAIr 11111.1i15.11.111r7n1 Page 5
Upgrade Preparation and
Construction
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• Processes I checklists / matrices that define how to operate;
• Deliverables that are formal outputs that require OCWRC sign-off;
• Work products that are outputs produced as part of the work required to achieve the desired
engagement goals; and
• Tools / assets that are leveraged to produce defined outputs.
The Project Management area defines how Engagements are managed. It includes:
• Communication/status management aimed at establishing internal and external
communications as well as monitoring and communicating engagement status and effort spent;
• Relationship management aimed at measuring the pulse of Customers and partners;
• Work management aimed at capturing and monitoring effort, cost and work to be performed;
• Scope management aimed at defining and controlling project scope;
• Risk management aimed at planning, mitigating, tracking and monitoring risks;
• Deliverable/Acceptance management aimed at ensuring that expected deliverables are delivered
and accepted; and
• Financial/Contract management aimed at monitoring project financial health.
The Upgrade delivery management area defines the NorthStar upgrade phases and associated work
products and deliverables that are part of this engagement. The NorthStar 6.4 upgrade phases are the
following:
HPRTHISTAr 1.1,11.411.5 Page 6
I Upgrade Transition
I Readiness
To move the solution into
a production
environment and
transition support to the
operations team.
Upgrade Phases
Objectives
Key Work Product!
Deliverables (Denoted by
Key Milestones
2.1,3 NorthStar Training Provided
All upgrade activities, including training, to be performed remotely, unless otherwise requested.
NorthStar Product Orientation Session:
The Product Orientation session is held, via webex sessions, with the Core user group as the first stage
of the setup portion of the upgrade implementation project. The objective of the orientation session is
to introduce the users that have been working on the NorthStar 6.2.9 software to the new version of the
product, NorthStar 6.4. There will be time spent on initiation to the navigation of the application, as
well as a reviewing the business processes specific to each utility.
NorthStar will include an overview of the new automation platform as part of the standard upgrade
training, and if OCWRC chooses to move forward with implementing the platform there is an additional
charge (see Optional Services under Section 6 - Fees & Payment Schedule.
End User Training:
The End User training is held with the group of end users, via webex sessions, that will be working with
the application once it is live. As some of these users will not have taken part in the Product Orientation
session, this is the first area of focus for the training sessions. After the orientation is completed,
training is targeted to the areas that are specific to the day-to-clay work of the end users attending the
training session. Agendas for the training are created in collaboration with the client prior to the
training sessions, and may include some of the following topics: Security Setups, User Interface
Enhancements, Cashiering and CARe.
2.1.4 Oakland County Water Resources Commissioner Upgrade Responsibilities
Following are the key responsibilities of OCWRC under this agreement:
HORMISTAR-
Igto,rtvnbla. Page 7
Page 8 ;T."10,T,!!!.
1. Ensuring that underlying infrastructure for NorthStar 6.4 is acquired and installed by the required
time per agreed upon project plan (Note: Minimum specifications for servers and workstations
should be discussed and agreed upon at commencement of project.)
2. Installing server(s) with appropriate network connectivity.
3. Installing operating system and partition disk space.
4. Installing database software.
5. Creating users at the operating system level.
6. Configuring peripheral devices (printers, scanners, cash drawers, etc.).
7. Installing VPN connection.
8. Testing hardware components and environment.
9. Assisting with upgrade testing.
10. Conducting User Acceptance testing.
11. Assist with End User training which will be fed by NorthStar on an as required basis
12. Lead Go-Live activities
2.1.5 Pontiac Data Merge Scope
• Create a new TEST/Conversion instance for the purpose of validating the merged
Pontiac/OCWRC data. This instance will NOT be used for any other OCWRC testing.
• Create a program to convert the Pontiac data into OCWRC's NorthStar CIS.
• Create secondary import/export translation files for Badger Meter Reading system.
• Provide validation testing support to the OCWRC Team.
2.1.6 Oakland County Water Resources Commissioner Pontiac Data Merge Responsibilities
1. Coordinate data extracts with the City of Pontiac on behalf of NorthStar.
2. Perform any new set ups required as part of the Pontiac data merge.
3. Each time a new conversion is run into the TEST/Conversion database, OCWRC will need to run a
backup of their LIVE database and load it into TEST/Conversion database prior to the conversion
of the Pontiac data.
4. Provide NorthStar with data mapping for the Pontiactlata: i.e., bill codes, category codes, stat
codes.
5. Perform testing and data validation.
Page 9 NORIHISTAIr
2.1.7 Engagement Completion Criteria
Engagement is deemed completed once upgraded application has been deployed to the live
environment for twenty business days and that any Priority I items raised during that period have been
resolved.
Definition
Call Type
Priority 1— Urgent or High priority • System Down (Software Application, Hardware, Operating System, Database)
• Impacts Critical Business Function without a workaround:
• Performance issues of severe nature impacting critical processes.
Priority 2— Medium Priority
• System errors that have workarounds
Priority 3—Low Priority
• Impact to business function is not critical;
• Performance issues not impacting critical processes
• Usability issues
• Workstation connectivity issues (Workstation specific)
Minimal or no impact to critical business function
• Report formatting issues
• Training questions, how to, or iniplementing new processes
•• Aesthetic issues
Issues with workarounds for large majority of accounts
Recommendations for enhancement's on system changes
Questions on documentation
2.2 Areas Out of Scope
Anything in this section and not listed in the above "Areas within Scope" is considered out of scope for
this SOW. Specific items that are currently out of scope of this engagement include:
• Business Process Review
• Additional User training if deemed required above End User training
• Post Live Refresher training if deemed required following Go-live
• Professional Services related to data archive and purge activities
• Any configuration changes or modifications resulting from the Pontiac data
Timeline
Month 1
Phase Activities
Month 2 • Core Teatn Product Orientation
Upgrade Validation
Month 3
Month 4 NorthStar 6.4 Go LIVE
Post Go LIVE Support
Month 5 )*Ipowviroop)40.1loifrook
toifor.o,Lirolikrbto-c,
Month 6 Deliver initial Merged Data Cut
OCWRC Data Validation Testing
Month 7
Month 6 Go LIVE Support
3 ESTIMATED TIMELINE
The estimated duration of this engagement is approximately 7 months. The possibility and feasibility of
a reduced duration will be evaluated during the upgrade definition phase as it will depend on what
needs to be ported to 6.4, availability of resources and involvement of OCWRC.
There are a number of factors to be considered that may have an associated un-planned increase in
effort and will therefore impact the project schedule. These factors are typically not determined until
project kick-off and will be a key input into the final go-live date, These factors include:
• Custom Modifications:
• All custom modifications with user-interface elements need time allocated for coding.
• Some NorthStar programs will require modification if the database is changing as part of the
scope of the upgrade.
• The number of custom modifications that need to be ported to the new environment will
have an impact on the time associated with coding and testing.
• Data:
• Data clean-up (if required) by OCWRC. •
• Amount of data — consideration needs to be given to the amount of historical data required
and how long it will take to obtain the data.
• Peripherals:
HORTHISTAV
Page 10
Page 11 liORTIOTAIr
• If OCWRC has special print handling — paper source, special commands, this will create
additional effort.
• An increase or replacement of equipment with the upgrade (i.e. cash drawer).
4 SERVICE DELIVERABLE ACCEPTANCE PROCESS
If applicable, at specified milestones throughout the engagement, NorthStar will deliver completed
Service Deliverables ("Deliverables") for review and approval. Where applicable, deliverables shall be
reviewed within 5 business days from the time of submittal for acceptance. The use or partial use of any
deliverable constitutes acceptance of that deliverable. Feedback supplied after the review period will be
evaluated as a potential change of scope and shall follow the Change Management Process outlined in
this SOW.
The Service Deliverable Acceptance Process is described below.
• Submission of Deliverables - The NorthStar PM, or his designee, will prepare a Service
Deliverable Acceptance Form (and forward with the respective deliverable to the designated
Customer representative for consideration.
• Assessment of Deliverables - The Customer representative will determine whether the
deliverable meets the requirements as defined in this SOW and that the deliverable is
complete.
• Acceptance / Rejection - After reviewing, the Customer will either accept the deliverable (by
signing and dating the Service Deliverable Acceptance Form) or will provide a written reason
for rejecting it and will return the Service Deliverable Acceptance Form to the NorthStar PM.
• Correction of Service Deliverables - NorthStar will correct in-scope items identified with the
deliverable. NorthStar will submit a schedule for making changes to the deliverable within
two (2) business days of receiving a rejected Service Deliverable Acceptance Form. Once
NorthStar corrects all previously identified in-scope issues, the deliverable will be deemed
accepted.
• Monitoring and Reporting - The NorthStar PM will track deliverable acceptance. Updates on
deliverable acceptance will be included in the status report and discussed in the status
meeting. Service deliverable acceptance issues that cannot be resolved will be escalated.
5 CHANGE MANAGEMENT PROCESS
• Customer and NorthStar may propose changes to this SOW addressing services falling outside the
scope of services described in this SOW ("Change"). The change control form must be used for all
change requests. NorthStar shall have no obligation to commence work in connection with any change
until the fee and schedule impact of the change is agreed upon in a written amendment to the
Contract is signed by the designated representatives from both parties as provided in the Contract.
Upon a request for a change, NorthStar shall submit the change on our standard change control form
describing the change, including the impact of the change on the schedule, fees and expenses. The
Change Management Process that will be employed is defined below:
• Identify and document proposed change
• Assess impact of proposed change
• Estimate required effort and cost of proposed change
• Submit change control for approval or disapproval
• Communicate change control decision
• If change control is approved:
o Assign responsibility
o Monitor and report progress
Within 5 consecutive business days of receipt of the change control form, Customer shall either indicate
acceptance or rejection of the proposed change by signing the change control form or any other period
of time mutually agreed to by the parties. If NorthStar is advised not to perform the change, then
NorthStar shall proceed only with the original services. In the absence of Customer acceptance or
rejection of the change control, NorthStar will not perform the proposed change.
NORTHISTAR' 11,711115.1TAS Page 12
6 FEES & PAYMENT SCHEDULE
6.1 Fees
Licensing*
Description Unit Cost
Software for
Life Discount Quantity Total
NorthStar Customer Information & Billing including
Service Orders $60 000 , ($30,000) 1 $30,000
NorthStar eCARE Customer Web Portal $9,000 ($4,500) 1 $4,500
NorthStar eBilling $3,000 ($4500) 1 $1,500
NorthStar EIS $3,000 ($2,500) 1 $1,500
NorthStar eDocs $2,000 ($1,000) 1 $1,000
GUI Client License $600 5 $3,000
License Total $77,600 ($38,500) $41,500
*Annual maintenance cost increase to be detailed within a separate NorthStar Support &
Maintenance Agreement. Note, Maintenance pricing applies to the unit cost not the discounted end
value.
Phase I
OCWRC Version 6.2.9 to Version 6.4 Upgrade
Description
Estimated
Effort (Hours) Hourly Rate Total
Project Management 80 $150 $12,000
NorthStar 6,4 Installation 32 $150 $4,800
NorthStar 6.4 "What's New" Training 20 $150 $3,000
Validation Testing Support 98 $150 $14,700
Integration Testing Support 40 $150 $6,000
Go-Live Cut Over* 28 $225* $6,300
Upgrade Go-Live Support 80 $150 $12,000
_Create OCWRC NorthStar 6.4 Test instance 12 $150 $1,800
Project Total 390 $60,600
*As this work must be performed over a weekend an after-hours premium applies to this service.
OPTIONAL SERVICES:
Onsite Refresher Training - $8,400 per site, plus travel expenses, to be billed as incurred
HOr1131141'
Page 13
Page 14 pripTAT
OCWRC has the option of having 5 days of onsite time with a NorthStar Application Consultant to
perform NorthStar training and consulting as part of the upgrade to version 6.4. This will also include 1
day of preparation time and 1 day of follow up post-onsite visit.
Automation Platform: Custom Workflow Rules - $6,000 per site, plus travel expenses, to be billed as
incurred
NorthStar will provide 40 hours of consulting services to assist OCWRC in reviewing their business
processes and data validation to identify areas that would benefit by implementing the automation
platform. For example; meter reading validation automatically generating service orders and letters
based on user defined variance criteria. This service offering includes identifying the process(es) to be
automated, a review of the business process to define the requirements, configuration and testing the
rule solution. The complexity of the rules identified will determine the number that can be completed
during the allotted time. Additional services can be purchased if desired.
Utilization Review — $8,400 per site; plus travel expenses to be billed as incurred
The objective of the Utilization Review is to assess the Utility's current business processes, as well as
review all custom modifications and interfaces developed for the Utility on NorthStar 6.2.9 and identify
areas where process changes could be implemented to maximize software utilization with NorthStar 6.4.
This session will involve the Utility's power users and/or managers working with the NorthStar
Consultant reviewing the way their business is operating with the NorthStar CIS and identifying where
process changes can improve efficiencies. This may result in taking advantage of newer features
available in NorthStar 6.4, that weren't available when the process was initially developed and rolled
out. It may also result in identifying and working through problem areas that affect the Utility's day to
day operations. Modifications may be identified that could enhance the Utility's efficiencies and save
time and money over the long term, should they choose to move forward with their development.
NorthStar Reports Anywhere — To Be Determined
In the event that OCWRC purchases NorthStar Reports Anywhere as part of the upgrade process,
NorthStar services can be purchased to assist with porting existing Cognos Impromptu Reports into the
NorthStar embedded reports
Phase II
Pontiac Data Merge
Description
Estimated
Effort (Hours) Hourly Rate Total
Project Management 16 $150 $2,400
Merger Definition & Planning 32 $150 $4,800
Create Merge Test Instance 12 $150 $1,800
Badger Meter Reading Interface 40 $150 $6,000
Conversion Programming 32 $150 $4,800
Conversion Validation 16 $150 $2,400
Customer Testing Support 32 $150 $4,800
Go-Live Cut Over* 12 $225* $2,700
Post LIVE Support 16 $150 $2,400
IMILTOTREr OR,11. 'MOM, Page15
Project Total 208 $32,100
*As this work must be performed over a weekend an after-hours premium applies to this service.
6.2 Payment Schedule
The NorthStar fees for the scope described in this Statement of Work is $134,200 USD, including
$41,500 in licenses and $92,700 in services, based on fixed price plus any travel and logistics (T81) which
may be required. Any travel time will be billed at $50/hr.
OCWRC will be invoiced based on the following payment schedule:
Phase I - NorthStar 6.4 Upgrade:
License Fees
1. 100% of NorthStar license fees due on contract signing ($38,500)
2. 100% of Third Party license fees due on contract signing ($3,000)
Services Fees
1. 50% on contract signature ($30,300)
2, 20% on Based Solution Installed within the OCWRC's non-production environment ($12,120)
3. 15% on End user-Training Delivered ($9,090)
4. 10% on Go-Live ($6,060)
5, 5% on Project Close Out ($3,030)
Phase II - Pontiac Data Merge:
1. 50% on contract signature ($16,050)
2. 25% is due upon delivery of initial data cut to TEST/Conversion database ($8,025)
3. 15% is due 30 days from delivery of initial data cut ($4,815)
4. 10% is due upon LIVE cut-over. ($3,210)
Invoices are payable on receipt.
Any mutually agreed upon 'change controls will be billed at $200/hr. when incurred.
6.3 Travel and Living Expenses
The above mentioned fees do not include any travel and per diem expenses incurred for on-site visits
required for this engagement. Any travel time will be billed at S50/hr. OCWRC shall also pay or
reimburse travel expenses plus a per diem reasonably incurred in furtherance of NorthStar duties
hereunder.
Page 16 NORTFIFSTAR.
NorthStar agrees to book airfare, car rental and hotel accommodations in accordance with OCWRC's
corporate travel policy. NorthStar further agrees not to book any travel without the expressly written
prior consent from OCWRC.
7 TERMINATION
Unless NorthStar and/or Oakland County Water Resource Commissioner exercises its right to terminate
this SOW due to material breach or default, NorthStar must provide, and OCWRC must purchase,
services from NorthStar for the items defined within this SOW.
If OCWRC and/or NorthStar exercises its right to terminate this SOW due to material breach or default,
or Customer and/or NorthStarterminates this SOW without cause,
Customer's obligation includes the following:
1. Provide notice of 10 calendar days for termination without cause;
2. Return the software to NorthStar and certify, under the hand of a duly authorized officer of
the Organization, that all copies of the software or any part thereof, in any form, within the
possession or control of the Organization have been returned to NorthStar. (if applicable)
3. Complete payment for services performed and expenses incurred prior to termination
including:
a. Any amounts previously invoiced but unpaid;
b. Fees for services performed through the termination date which has not been
invoiced; and
c. Any approved Travel and Living costs.
NorthStar's obligation includes the following:
1. Provide notice of 10 calendar days for termination without cause;
2. Refund to OCWRC any fees that have not been earned under this SOW through the
termination date.
Page 17
8 PROJECTASSUMPTIONS
8.1 NorthStar 6.4 Upgrade Project
The services, fees and delivery schedule for this engagement are based upon the following assumptions:
1. Any items not explicitly identified within this document are considered out of scope. Any
changes to those responsibilities and/or deliverables will be considered a change in scope for
the engagement. Any proposed change to the engagement scope must be put into written
format and be submitted to NorthStar during this engagement for review and consideration.
2. This engagement currently has, and will continue to have, the support of senior OCWRC
management and will be assigned sufficient priority with respect to other project to ensure its
success.
3. OCWRC will assign a lead to act as an internal resource and guide throughout this engagement.
4. OCWRC will secure the appropriate staff in a timely fashion in order to discuss or review the
various materials produced when required.
5. OCWRC will provide access and support from the IT group and any other stakeholder, as
deemed necessary by NorthStar throughout this engagement.
6. OCWRC agrees to facilitate any required Corporate logistics for the fulfillment of this agreement.
7. OCWRC will provide the appropriate remote access to its network, facilities, and systems as may
be required to perform activities from one of NorthStar's locations. NorthStar shall abide by all
rules and directions of OCWRC when accessing the OCWRC's network, facilities or systems.
8. All documentation provided by OCWRC shall be up-to-date and accurate or if that is not the
case, advise NorthStar as such.
9. All hardware, software, and network components supplied by OCWRC are working properly and
are free of defects and will meet minimum hardware standards provided during the
engagement,
10. All third-party software and hardware products are assumed to perform correctly in OCWRC
environment, in accordance with the appropriate third-party vendor's specifications.
11. To minimize project costs, majority of project work will be performed at one of the NorthStar's
locations except for project activities such as training where face-to-face is deemed more
effective.
12. Price does not include OCWRC approved Travel and Living expenses that may be required as
part of the delivery of the engagement. (i.e. Air, car rental, gas, per diem and hotel) NorthStar
will work with OCWRC to identify most cost effective accommodations for OCWRC's On-Site
activities that are mutually agreed upon.
13. Price for this proposal is based upon OCWRC obtaining all hardware and associated
operating/database systems.
14. The number and complexity of the custom modifications included in OCWRC's current system
must be fully assessed before the project schedule can be finalized as this will affect the effort in
the Construction and Validation phases. This assessment will take place during the Upgrade
Definition phase of the engagement.
NORTH1117111'
i1-1011141.4.31 Page 18
15. OCWRC data provided will be complete and clean. It is the responsibility of OCWRC to clean data
if deemed required due to the identification of inaccurate entries.
16. There are 3 data refreshes included (initial, refresh, final). Any requests for additional data
refreshes will be considered at an additional cost/schedule impact to the project.
17. All data refreshes will be performed during regular business hours, with the exception of Live
cut-over which will be performed over a weekend.
18. Transition Readiness Phase is one week.
19. OCWRC is responsible for preparing the underlining IT infrastructure (hardware installation,
operating system, and network connectivity) and supply the required servers based on the
minimum server specifications. This must be in-place per agreed upon project plan.
20. OCWRC is responsible to provide the Testing and Production environment.
21. Any new add-ons (mCARe, eCARe, etc.) currently not within the North Star 6.2.9 environment
will be considered at an additional cost and effort.
8.2 Pontiac Data Merge Project
1. There is sufficient space available on OCWRC's system to create the new -TEST/Conversion
database. Once conversion is complete NorthStar will remove this additional instance.
2. No new services will need to be created as part of the data merge project.
3. No new interfaces or interface configurations will be required for the Pontiac/OCWRC merger
project; i.e.; handhelds, bill print, lockbox.
4. There will be three data cuts performed as part of the Pontiac/OCWRC merger project; the
initial cut for validation purposes, the refresh to validate fixes made to the conversion program
and the final cut-over upon Go LIVE. Additional cuts can be provided on a time and materials
basis.
5. LIVE cut-over will be performed over a weekend
NORTHISTAR. 1.44.171113.V.ti Page 19
Page NwflIThr
9 DOCUMENT ACCEPTANCE AND SIGNOFF
Accepted on this day by:
Oakland County Water Resources Commissioner
By: By:
NorthStar Utilities Solutions
Name: Name:
Title: Title:
Date: Date:
1 APPENDIX A - NORTHSTAR 6.4 TYPICAL HARDWARE RECOMMENDATIONS
1.1 Software Platform
Software Requirements
NorthStar CIS v6.4 Database Server
• SQL Server 2008 R2
Reports AnyWhere Server
• Windows 2008 Standard 64 bit
Customer' Connect Server
• Windows 2008 Standard 64 bit
• Postgress SQL 9+ will be installed and
configured by NorthStar as part of the
implementation process.
• Apache Tomcat 6+. Also installed and
configured by NorthStar.
• The production environment will require
the purchase of a certificate from a
central authority (CA) to ensure that the
application can be configured for use on
a secure port for SSL.
NorthStar CIS v6.4 Application Server
• Windows 2008 64 Bit
• 'Boss 5.1
• Tomcat 6.0
• Java 6
•
NorthStar CIS v6.4 Client Computer
• Windows XP (32 or 64)
• Windows 7 (32 or 64)
• JRE 6.0
• Microsoft Office 2010
• Syrnantec Antivirus 10.1.5,5000
HORTHPAR- trlunx111.21, Page 21
Page 22 HaRTHISTAIr
1.2 Hardware Platform
Variable Hardware Requirements
NorthStar CIS v6.4 Application Server
• Quad Xeon Processor
• 16GB Memory
• 4 X 146GB 15K SAS Drives
NorthStar CIS Production Extension Server
(Customer Connect)
• Dual Xeon Processor
• 32GB Memory
• 500GB 15K SAS Drives
NorthStar CIS v6.4 Prod Database Server
• Quad Xeon Processor NorthStar CIS v6.4 Client Computer
• 32GB Memory • Dual Core CPU (Intel Core2, AMID
• 8 X 146GB 15K SAS Drives Phenom...)
**Note — Having the application and
database residing on one server is also a
recommended configuration though the
memory will need to be increased to a
minimum 48GB in a single server
configuration.
• 40GB hard drive (or higher)
• 2GB Memory
NorthStar CIS Production Extension Server
(Reports Anywhere)
• Dual Xeon Processor
• 16GB Memory
• 2 X 72GB 15K SAS Drives
Exhibit iii
Software Support Standard
Guidelines
The purpose of this document is to provide our customers with information
on our standard coverage and the services which are included as part of
your software support.
Harris reserves the right to make modifications to this document as required.
- 2 -
Standard Support and Maintenance Services
The services listed below are services that are included as part of your software support
contract.
• 800 Toll Free Telephone support
• Soft= for Life
- Guaranteed Support on your existing applications for life
- Cost effective upgrade solutions
• Scheduled assistance for installations, upgrades & other special projects (there may
be charges depending on the scope of work)
• Technical troubleshooting & issue resolution
• E-mail support call logging and notification
• Free Harris eSupport access 24/7 with the following on-line benefits:
Log & close calls
View & update calls
- Update contact information
- Access published documentation
Access available downloads
- Access Support knowledge base
Participate in Discussion Forums
Report on metrics
• Standard software releases and updates
Defect corrections
Planned enhancements
- State and/or Federal mandated changes (charges may exist depending on scope)
- Payroll regulated changes
Participation in BETA program
- Release notes
• Limited training questions (15 minute guideline)
• Customer Care Program
- Technical support bulletins
- Communication on new products and services
• Basic project management services on occasion
• Design review for potential enhancements or custom modifications
• Participation in Regional User Group Meetings
• Participation in NorthStar Webinars
• Input & rotation through Executive Steering Committee
• Annual Customer Conference
November, 2013
- 3 -
Billable Support Services
The services listed below are Services that are out of scOpe of your software support
contract and are therefore considered billable services.
• Extended telephone training
• Fauns redesign or creation (includes Bill Prints, Notice Prints and Letters)
• Setup & changes to handheld interface or creation of new interface
• Setup of new services or changes to services ( PAP, ACH, etc)
• File imports/exports - Interfaces to other applications
• Refreshes, backups, restores, setting up test areas
• Setup of new printers, printer setup changes
• Custom modifications (reports, bills, forms, reversal of customizations)
• Setting up additional Companies / Agencies / Tokens / General Ledgers
• Data conversions / global modification to setup table data
• Database maintenance, repairs & optimization
• Extended Hardware & Operating System support
• Upgrades & support of third party software
• Installations / re-installations (workstations, servers)
Test Databases & Environments
Harris recommends that all customers maintain an independent Test Environment for
testing purposes. This allows customers the opportunity to test fixes, modifications, new
business processes and/or scenarios without risking any potentially unwanted changes to
the live environment. The creation of Test Databases & Environments is a billable
service, quotations & incremental maintenance rates will be provided on request.
Rates
Rates are subject to change on an annual basis, quotations will be provided for all billable
services.
November, 2013
- 4 -
Response Times
Response times will vary and are dependant on the priority of the call. We do our best to
ensure that we deal with incoming calls in the order that they are received, however calls
will be escalated based on the urgency of the issue reported. Our response times are as
follows:
Priority 1: 0 - 4 hours
Priority 2: 1 - 8 hours
Priority 3: 1 -24 hours
HelpDesk Hours
Our standard hours of support are from 8:00 a.m. ET to 8:00 p.m. ET, Monday to Friday,
excluding designated statutory holidays. Support is available from 8:00 p.m. ET through
to 8:00 a.m. ET and is billable on an hourly basis,
Weekend assistance is available and must be scheduled in advance,
Holiday Schedule
Below is a listing of Canadian & US Statutory Holidays. Please note that Harris Support
Services will be closed on designated days as outlined below, support will be available on
all Canadian Holidays when there is no US corresponding statutory holiday.
New Year's Eve
New Year's Day
Presidents Day / Family Day
Labor Day
Christmas Eve
Christmas Day
Boxing Day
Early Closure
Closed
Closed
Closed
Early Closure
Closed
Early Closure
November, 2013
- 5 -
Call Priorities
In an effort to assign our resources to incoming calls as effectively as possible, Harris has
identified three types of call priorities, I, 2 & 3. A Priority I call is deemed by our
support staff to be an Urgent or High Priority call, Priority 2 is classified as a Medium
Priority and Priority 3 is deemed to be a Low Priority. The criteria used to establish
guidelines for these calls are as follows:
Priority 1 — High
• System Down
• Inability to process bills
• Program errors without workarounds
• Incorrect calculation errors impacting a majority of records
• Aborted postings or error messages preventing data integration and update
• Performance issues of severe nature impacting critical processes
• Hand-held interface issues preventing billing
Priority 2- Medium
• System errors that have workarounds
• Calculation errors impacting a minority of records
• Reports calculation issues
• Printer related issues (related to interfaces with our software and not the printer itself)
• Security issues
• 1-31-1 issues not preventing billing
• Perfoiwance issues not impacting critical processes
• Usability issues
• Workstation connectivity issues (WS specific)
Priority 3 - Low
• Report fatinatting issues
• Training questions, how to, or implementing new processes
• Aesthetic issues
• Issues with workarounds for large majority of accounts
• Recommendations for enhancements on system changes
• Questions on documentation
November, 2013
- 6 -
Call Process
All issues or questions reported to Support Services are tracked via a Support Call, our analysts
can not provide assistance unless a support call is logged. Our current process for logging calls
is as follows.
Place a support call through one of the following methods:
1) eSupport at http://supportharriscomputer.com
2) Email to: NorthStarSupport@harriscomputer.com
3) Phone to: 866-450-6696 ext
4) Fax to: 613-226-3377 contact person, software product &
version, module and/or menu selection, nature of issue
• Your call must contain: Your company name, detailed description of your question or
issue, Batch #, Journal #, Account # (if applicable) support call reference # (See
Customer Log Form)
• Harris eSupport or the Support Coordinator will provide you with a Call ID to track your
issue and your call will be logged into our support tracking database (Clientele).
• Your call will be stored in a queue and the first available support representative will be
assigned to deal with your issue.
• As the support representative assigned to your call investigates your issue, you will be
contacted and advised as to where the issue stands and the course of action that will be
taken for resolution. If we require additional information, you will be contacted by the
assigned support representative to supply the information required.
• All correspondence and actions associated with your call will be tracked against the call
in our support database. At any time, log onto eSupport to see the status of your call.
• Once your issue has been resolved, you will receive an automated notification by email
that your call has been closed. This email will contain the entire event history of the call
from the time the call was created leading up to the resolution of the call. You also have
the option of viewing both your open and closed calls on-line through eSupport.
If the issue needs to be escalated to a programmer, your issue will be logged into our
Development database and you will be provided with a Jira # to track the progress of
your development issue. At this time, your support call will be placed on hold and the
Jira # provided will become your new reference #, your Jira will remain open until your
issue has been completely resolved. Issues escalated to Development will be scheduled
for resolution and may not be resolved immediately depending on the nature and
complexity of the issue.
• Contact the support department at your convenience for a status update on your
Development Jira, or log onto eSupport to view your Ina on-line.
November, 2013
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Escalation Procedures
If at any time you are not completely satisfied with the resolution of your issue, you are
encouraged to escalate within Support Services, as follows:
Level 1: Team Lead, Support Services (any of):
Diane Vieson
dvieson@northstarutilities.com
888-847-7747 ext. 2012
Dave Kinney
pplatthy@northstarutilities.cona
888-847-7747 ext. 2031
Peter Platthy
pplatthy@northstarutilities. corn
888-847-7747 ext. 2160
Level 2: Director, Support Services
Paul Mullins
pmullins@northstarutilities • corn
888 847 7747 ext. 2015
Level 3: Executive Vice President,
Ken Hayes
lchayes@northstanitilities. corn
256-686-1278
Connection Methods
To ensure we can effectively support our clients, we ask that a communication link is
established and maintained between our two sites. It is the client's responsibility to
ensure the connection is valid at your location so that Harris can connect to your site and
resolve the issue at hand. Our supported methods of connection are
1. VPN (Microsoft)
2. RAS (Dial Up)
3. Terminal Services (backup connection needed for file transfers)
4. Direct Internet
5. Direct Connection (Modem)
November, 2013
- 8 -
IIHRD PARTY SUPPORT
Standard Third Party Support and Maintenance Services
For those clients with maintenance on 3r d party products, Harris will provide support as described
below. Harris provides l e line support for all 3rd party products listed below and will escalate to
the vendor if required. Please note that 3 1e party installations & preventative maintenance
services are not included as part of your maintenance unless otherwise indicated below.
• Informix (Standard Engine & Online Engine databases)
Troubleshooting of database related issues
ODBC installation & connection to Harris databases
Updating database to support new Harris software releases
Entitlement to new Informix software shipments
Initial Informix installation & configuration
• GUI
- Entitlement to new GUI software releases
Installation & configuration
- l e line support for troubleshooting GUI related issues
• Report Writer (Impromptu) - Administrator & User License
- Initial installation & configuration of Impromptu software.
Set up of Impromptu and establishing a connection with the NorthStar software
Limited assistance in utilizing standard report writer functionality (15 min. max.)
• Report Writer - Data Dictionary
- Updates to catalog which reflect changes in NorthStar upgrades
- Assistance in locating information within the catalog
Direction on an existing report (a copy of the report is needed)
Billable 3"1 Party Services
• Upgrades & installations (other than at time of initial purchase)
• Report Writer upgrades & installations (other than at time of initial purchase)
• Re-establishment of ODBC connection if connection was lost due to actions of non-Harris
personnel.
• ODBC connections to other 3 rd party products
• Creation & modification of reports
• Report Writer training
November, 2013
Form DC-001
OAKLAND COUNTY
WATER RESOURCES COMMISSIONER MEMORANDUM
TO:
FROM:
SUBJECT:
DATE:
Commissioner Philip J. Wei pert, Chairperson
Planning and Building Committee, Board of Commissioners
Nancy Basch, Business Systems Manager
NorthStar Software Contract Extension
October 30, 2018
The office of the Water Resources Commissioner performs water and sewer billing services on behalf
of certain Oakland County communities pursuant to operation and maintenance agreements between
the County and each community. Currently, software called NorthStar, provided by a vendor named
Harris Computer Systems, is utilized to perform this service. NorthStar has been in use since 2002
and the last major update was done under a contract that began on July 1, 2008 and expired on June
13, 2013. Harris continues to provide maintenance services under the current contract that began on
December 17, 2013 and expires on December 31, 2018. Harris Computer Systems is the sole
provider of maintenance services for its proprietary software.
Oakland County Purchasing requires that all contracts be competitively bid at least every five years. If
not, then approval for an extension of a contract is needed from the Board of Commissioners. The
current NorthStar contract will reach this five year limit when it expires this December.
The WRC wishes to extend the contract for the NorthStar software application to December 31, 2021
so that it can continue to receive maintenance services while it works with Oakland County
Information Technology to go out for bid for a replacement utility billing solution. The replacement
solution that WRC is seeking would allow for easier integration with other Oakland County systems
and offer more payment options, such as mobile bill-pay. The WRC plans to pursue this new billing
solution as part of an approved 2019-2020 Master Plan project and is therefore asking for a three-
year extension of the current contract to allow sufficient time to solicit bids, select a vendor, complete
contract negotiations, implement the system and rebuild the customer web portal to allow for online
payments. OCIT will also need time to implement the complex custom integration with WRG's work
order management system, the County's financial system, and the WRC's credit card processor. If
this effort is completed prior to the NorthStar contract expiration date in 2021, the contract permits
early termination upon 90 days' notice for any reason without incurring any penalty.
Requested Committee Action: Recommend adoption of the attached Resolution to the Board of
Commissioners.
Contact: Nancy Basch baschn@oakgov.com 248-858-5106
OAKLAND COUNTY WATER RESOURCES COMMISSIONER
Page 1 of 1 Rev.: 11/05/08
Resolution #18396 November 14, 2018
The Chairperson referred the resolution to the Finance Committee. There were no objections.