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HomeMy WebLinkAboutResolutions - 2020.09.03 - 33616MISCELLANEOUS RESOLUTION #20361 September 3, 2020 BY: Commissioner Penny Luebs, Chairperson, Health, Safety and Human Services Committee IN RE: SHERIFF'S OFFICE—EXTENSION OF CONTRACT WITH HELINET AVIATION SERVICES LLC To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS in 2015 the Sheriff's Office entered into an agreement with Helinet Aviation Services LLC (Contract #004560) to install a helicopter video downlink turn -key solution for the Oakland County Sheriff's Office (OCSO) to produce and retain helicopter video files for two OCSO Aviation Unit helicopters (M.R. #15206); and WHEREAS the contract included two (2) years of system warranty plus an additional three (3) years of maintenance for a total of five (5) years; and WHEREAS the effective date of the contract was September 9, 2015, but the warranty did not commence until June 22, 2016 when final infrastructure acceptance was achieved; and WHEREAS the contract with Helinet is set to expire on September 30, 2020; and WHEREAS the Sheriff's Office is requesting to extend the Helinet contract through June 22, 2021, to align with the date the maintenance service plan expires; and WHEREAS the Oakland County Purchasing Policies and Procedures require Board of Commissioners' approval for all contracts extending beyond five (5) years; and WHEREAS the Sheriff's Office will place the maintenance out for bid upon expiration of the current Helinet maintenance plan; and WHEREAS there is no additional cost to extend the contract since the service plans were paid for as part of the original contract; and WHEREAS the original contract terms and conditions, as well as insurance requirements, will remain the same. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners approves the extension of the contract with Helinet Aviation Services LLC until June 22, 2021. BE IT FURTHER RESOLVED that no additional funding will be added to the contract. BE IT FURTHER RESOLVED that the original terms and conditions, as well as insurance requirements, will remain the same. BE IT FURTHER RESOLVED that a budget amendment is not required. Chairperson, on behalf of the Health, Safety and Human Services Committee, I move the adoption of the foregoing resolution. l.lJ� Commissioner Penny Luebs, District #16 Chairperson, ealth, Safety and Human Services Committee HEALTH, SAFETY AND HUMAN SERVICES COMMITTEE VOTE: Motion carried on a roll call vote with Kochenderfer and Gingell absent. COAKLAN4F� COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING Buyer: TPD OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON CONTRACT NUMBER: 004560 Compliance Office I Purchasing 248-858-06111 purchasing@oakgov.com Event # 003343 CONTRACT between the COUNTY OF OAKLAND and CONTRACTOR Not To Exceed Amount: $749,237.00 I Effective Date: 9/9/2015 I Expiration Date: 9/30/2020 Contract Helicopter Video Downlink - M Description: Contractor Information: HELINET AVIATION SERVICES LLC Alex Giuffrida 16303 Waterman Dr Van Nuys CA 91406 Vendor No: 19865 Compliance Office Purchasing Information: Joe Dahl, Buyer Oakland County 2100 Pontiac Lake Rd Bldg 41 W Waterford, MI 48328-0462 248-858-0511 purchasing@oakgov.com The Parties agree to the attached terms and conditions: FOR THE CONTRACTOR: SIGN: �� Nasree Caen Hos4e; Nn 1G, 2015) FOR THE COUNTYAu":: µ, SIGN: u_,iE,_�',';,p.r,;o 19,2x15 Contract Administrator aec Contract Administrator (If Different): Contract Administrator Oakland County Using Department: Melvin Maier Jr Chief Emergncy Mgmt Operations Oakland County Sheriff's Office 1200 N Telegraph Rd Bldg 38 East Pontiac MI 48341 248-858-1645 Scor{ 61. 01g SIGN: Pamela L. Weipert, CPA, CIA, Compliance Officer or Scott N. Guzzy, CPPD, MBA, Purchasing Admin OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004550 Page 1 401AKLAND-F-04 OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-05111 purchasing@oakgov.com This Contract is organized and divided into the following Sections for the convenience of the Parties. Section 1. Contract Definitions Section 2. Contract Term and Renewal Section 3. Contract Administration and Amendments Section 4. Contract Termination Section 5. Scone of Deliverables and Financial/Pavment Oblieations Section 6. Contractor's Warranties and Assurances Section 7. Liability Section 8. Contractor Provided Insurance Section 9. Intellectual Prooertv and Confidentiality Section 10. General Terms and Conditions CONTRACT DEFINITIONS The following words when printed with the first letter capitalized shall be defined and interpreted as follows, whether used in the singular or plural, nominative or possessive case, and with or without quotation marks: 1.1. "Amendment" means any change, clarification, or modification to this Contract. 1.2. "Business Day" means Monday through Friday from 8:00 a.m. to 5:00 p.m., excluding County designated holidays. 1.3. "Claims" means any loss; complaint; demand for relief or damages; lawsuit; cause of action; proceeding; judgment; penalty; costs or other liability of any kind which is imposed on, incurred by, or asserted against the County or for which the County may become legally or contractually obligated to pay or defend against, whether commenced or threatened, including, but not limited to, reimbursement for reasonable attorney fees, mediation, facilitation, arbitration fees, witness fees, court costs, investigation expenses, litigation expenses, or amounts paid in settlement. 1.4. "Confidential Information" means all information and data that the County is required or permitted by law to keep confidential and "Proprietary Information" as defined herein. 1.5. "Contract" means this document and any other documents expressly incorporated herein. 1.6. "Contractor" means the entity or person listed under "Contractor" on the first page of this Contract. 1.7. "Contractor Employee" means any employee; officer; director; member; manager; trustee; volunteer; attorney; licensee; contractor; subcontractor; independent contractor; subsidiary; joint venturer; partner or agent of Contractor; and any persons acting by, through, under, or in concert with any of the above, whether acting in their personal, representative, or official capacities. Contractor Employee shall also include any person who was a Contractor Employee OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004560 Page 2 at any time during the term of this Contract but, for any reason, is no longer employed, appointed, or elected in that capacity. 1.8. "Contract Documents" mean the following documents, which this Contract includes and incorporates: 1.8.1. Exhibit I: Contractor Insurance Requirements 1.8.2. Exhibit II: Scope of Contractor Deliverables/Financial Obligations 1.8.3. Exhibit III: Requirements for Contracts Involving the Health Insurance Portability and Accountability Act, if applicable 1.8.4. Exhibit IV: Federally Funded Contract Requirements, if applicable 1.8.5. Exhibit V: Software License, included only if applicable 1.8.6. Exhibit VI: County Service marks Licensed to Contractor, included only if applicable 1.9. "County" means the County of Oakland, a Municipal and Constitutional Corporation, its departments, divisions, authorities, boards, committees, and "County Agents" as defined below. 1.10. "County Agent" means any elected and appointed officials; directors; board members; council members; commissioners; employees; and volunteers of the County; whether acting in their personal, representative, or official capacities. "County Agent" shall also include any person who was a "County Agent" anytime during the term of this Contract but, for any reason, is no longer employed, appointed, or elected and in that capacity. 1.11. "County Data" means information or data provided by County to Contractor in the performance of this Contract, including, but not limited to any personally identifiable information such as names, e-mail addresses, passwords, phone numbers, and home or business addresses. County Data includes Confidential Information as defined in this Contract. 1.12. "Day' means any calendar day, which shall begin at 12:00:00 a.m. and end at 11:59:59 p.m. 1.13. "Deliverables" means goods and/or services provided under this Contract, whether tangible or intangible, and may be more specifically described in Exhibit II. 1.14. "Effective Date" means midnight on the date listed on the first page of this Contract. 1.15. "Expiration Date" means 11:59.59 p.m. on the date listed on the first page of this Contract. 1.16. "E -Verify" means an Internet based system operated by the Department of Homeland Security (DHS) in partnership with the Social Security Administration (SSA) that allows participating employers to electronically verify the employment eligibility of their newly hired employees. Information and the registration process are found at the E -Verify website: httns://e-verifv.usc is. aov/enroll. 1.17. "Intellectual Property" means any developments, improvements, designs, innovation, and materials that may be the subject of a trademark/servicemark, copyright, patent, trade secret, or Proprietary Information. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004560 Page 3 OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com at any time during the term of this Contract but, for any reason, is no longer employed, appointed, or elected in that capacity. 1.8. "Contract Documents" mean the following documents, which this Contract includes and incorporates: 1.8.1. Exhibit I: Contractor Insurance Requirements 1.8.2. Exhibit II: Scope of Contractor Deliverables/Financial Obligations 1.8.3. Exhibit III: Requirements for Contracts Involving the Health Insurance Portability and Accountability Act, if applicable 1.8.4. Exhibit IV: Federally Funded Contract Requirements, if applicable 1.8.5. Exhibit V: Software License, included only if applicable 1.8.6. Exhibit VI: County Service marks Licensed to Contractor, included only if applicable 1.9. "County" means the County of Oakland, a Municipal and Constitutional Corporation, its departments, divisions, authorities, boards, committees, and "County Agents" as defined below. 1.10. "County Agent" means any elected and appointed officials; directors; board members; council members; commissioners; employees; and volunteers of the County; whether acting in their personal, representative, or official capacities. "County Agent" shall also include any person who was a "County Agent" anytime during the term of this Contract but, for any reason, is no longer employed, appointed, or elected and in that capacity. 1.11. "County Data" means information or data provided by County to Contractor in the performance of this Contract, including, but not limited to any personally identifiable information such as names, e-mail addresses, passwords, phone numbers, and home or business addresses. County Data includes Confidential Information as defined in this Contract. 1.12. "Day' means any calendar day, which shall begin at 12:00:00 a.m. and end at 11:59:59 p.m. 1.13. "Deliverables" means goods and/or services provided under this Contract, whether tangible or intangible, and may be more specifically described in Exhibit II. 1.14. "Effective Date" means midnight on the date listed on the first page of this Contract. 1.15. "Expiration Date" means 11:59.59 p.m. on the date listed on the first page of this Contract. 1.16. "E -Verify" means an Internet based system operated by the Department of Homeland Security (DHS) in partnership with the Social Security Administration (SSA) that allows participating employers to electronically verify the employment eligibility of their newly hired employees. Information and the registration process are found at the E -Verify website: httns://e-verifv.usc is. aov/enroll. 1.17. "Intellectual Property" means any developments, improvements, designs, innovation, and materials that may be the subject of a trademark/servicemark, copyright, patent, trade secret, or Proprietary Information. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004560 Page 3 IT®0 OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-05111 purchasing@oakgov.com 1.18. "Iran -Linked Business" is defined in the Michigan Compiled Laws (MCL), specifically MCL 129.312, being Section 2 of Public Act 517 of 2012. 1.19. "Not to Exceed Amount" means the dollar amount listed on the first page of this Contract, unless amended. The "Not to Exceed Amount" is not the County's financial obligation under this Contract, but the maximum amount that can be paid to Contractor during the term of this Contract. 1.20. "Proposal" means Contractor's response or bid to the County's Request for Proposal, Request for Qualifications, or Request for Quotes. 1.21. "Proprietary Information" means ideas, concepts, inventions, and processes related to the development and operation of computer software and systems such as source code, object code, security procedures, and passwords. 1.22. "Purchase Order" means the County's written request to Contractor for Deliverables pursuant to this Contract. The Purchase Order may include terms regarding delivery schedule, payment, and transportation. 1.23. "Purchasing" means the Purchasing Unit of the Oakland County Compliance Office. §2. CONTRACT TERM AND RENEWAL 2.1. Contract Term. This Contract shall begin on the Effective Date and shall end on the Expiration Date. 2.2. Contract Renewal. Unless otherwise provided herein, the Parties are under no obligation to renew or extend this Contract after the Expiration Date. This Contract may only be extended by an Amendment. 2.3. Leeal Effect. This Contract shall be effective and binding when all of the following occur: (a) this Contract is signed by a Contractor Employee, legally authorized to bind Contractor; (b) this Contract is signed by an authorized County Agent; (c) all Contractor certificates of insurance, required by this Contract, are submitted and accepted by Purchasing; and (d) any other conditions precedent to this Contract have been met. §3. CONTRACT ADMINISTRATION AND AMENDMENTS 3.1. Contract and Purchase Order Issuance. Purchasing shall issue this Contract and any Purchase Orders that may be required. Purchasing is the sole point of contact in the County regarding all procurement and contractual matters relating to this Contract and any Purchase Orders. Purchasing is the only County office/department authorized to make any Amendments to this Contract or Purchase Orders. 3.2. Purchase Orders. Purchase Orders issued under this Contract are governed by the terms and conditions of this Contract and are included and incorporated herein. 3.3. Proiect Manaeers. Each Party may designate an employee or agent to act as a Project Manager. If Project Managers are selected, they shall be listed in Exhibit II and their duties shall be set forth in Exhibit II. Unless otherwise stated in Exhibit 11, the County's Project Manager has no authority to amend this Contract. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004560 Page 4 OAKL' u `& OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICH IGAN COMPLIANCE OFFICE Compliance Office 1 Purchasing PURCHASING 248-858-05111 purchasing@oakgov.com 3.4. Contract Administrators. The County shall designate an employee or agent to act as Contract Administrator(s). Contractor may designate its employee or agent to act as Contract Administrator(s). The Contract Administrators shall be listed on the first page of this Contract. The County's Contract Administrator(s) shall be responsible for monitoring and coordinating day-to-day activities under this Contract, reviewing Deliverables and invoices, and submitting requests for Amendments to Purchasing. The County's Contract Administrator(s) have no authority to amend this Contract. 3.5. Contract Amendments. All Amendments to this Contract must be in writing. This Contract shall not be amended by any packing slip, Purchase Order, invoice, click through license agreement, or Contractor policies or agreements published on Contractor's website or otherwise. Amendments to this Contract shall be issued only by Purchasing. The Amendment shall be effective when signed by an authorized Contractor Employee and an authorized County Agent. 3.6. Unauthorized Chanees. Contract changes shall not be effective until an Amendment containing the change is executed according to the procedures described in this Contract. If the Contractor is directed to perform work that Contractor believes is a change in the Contract/Deliverables, then Contractor must notify Purchasing that it believes the requested work is a change to the Contract before performing the requested work. If Contractor fails to notify Purchasing before beginning the requested work, then Contractor waives any claims for additional compensation for performing the requested work. If Contractor begins work that is outside the scope of this Contract or begins work before an Amendment is executed and then stops performing that work, Contractor must, at the request of the County, undo any out -of - scope work that the County believes would adversely affect the County. 3.7. Precedence of Contract Documents. In the event of a conflict, the terms and conditions contained in Sections I through 10 of this Contract shall prevail and take precedence over any allegedly conflicting provisions in all Contract Documents, Exhibits, Purchase Orders, Amendments, and other documents expressly incorporated herein. Terms and conditions contained in Contractor invoices, packing slips, receipts, acknowledgments, click -through licenses, and similar documents shall not change the terms and conditions of this Contract. §4. CONTRACT TERMINATION 4.1. Countv Termination. In addition to any other legal rights the County may have to terminate or cancel this Contract, the County may terminate the Contract as follows: 4.1.1. Immediate Termination. The County may terminate or cancel this Contract, in whole or in part, immediately, upon notice to Contractor, if any of the following occur: (a) Contractor, officer of Contractor, or an owner of a 25% or greater share of Contractor is convicted of a criminal offense; or (b) if any third -party funding for this Contract is reduced or terminated. 4.1.2. Termination for Convenience. The County may terminate or cancel this Contract, in whole or part, at any time, upon ninety (90) Days' notice to Contractor, for any reason, including convenience without incurring obligation or penalty of any kind. The effective date for termination or cancellation shall be clearly stated in the notice. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004560 Page 5 q �_!b ®moLAffz-- `E� OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858.0511 1 purchasing@oakgov.com 4.2. Contractor Termination. Contractor may terminate or cancel this Contract, in whole or part, upon one hundred and eighty (180) Days' notice to the County, if the County breaches any duty or obligation contained herein and within such notice period has failed or has not attempted to cure the breach. The effective date of termination or cancellation and the specific alleged default shall be clearly stated in the notice to the County. 4.3. Countv's Oblieations Upon Termination. The County's sole obligation in the event of termination or cancellation of this Contract is for payment of the actual Deliverables provided to the County before the effective date of termination. Under no circumstances shall the County be liable for any future loss of income, profits, any consequential damages, any loss of business opportunities, revenues, or any other economic benefit Contractor may have realized but for the termination or cancellation of this Contract. The County shall not be obligated to pay Contractor any cancellation or termination fee if this Contract is cancelled or terminated as provided herein. If the County chooses to terminate the Contract in part, then the charges payable under this Contract must be equitably adjusted to reflect those Deliverables that are terminated. 4.4. Contractor's Oblieations Upon Termination. If the County terminates this Contract, for any reason, then Contractor must do the following: (a) cease providing all Deliverables as specified at the time stated in the notice of termination; (b) take any action necessary, or as the County may direct, to preserve and protect Deliverables or other property derived or resulting from the Contract that is in Contractor's possession; (c) return all materials, property, and County Data provided to Contractor by the County; (d) unless otherwise directed by the County, transfer title in and deliver to the County all Deliverables in the possession of Contractor or Contractor Employees (which Deliverables are transferred to the County "As -Is", except to the extent the amounts paid by the County for these Deliverables include warranties or warranty services and, in that situation, the Deliverables will be transferred with the warranty or warranty services and not "As -Is"); and (e) take any action to mitigate and limit any potential damages, including terminating or limiting, as applicable, those subcontracts and outstanding orders for materials and supplies connected with or related to this Contract. 4.5. Assumption of Subcontracts. If Contractor is in breach of this Contract and the County terminates this Contract, then the County may assume, at its option, any subcontracts and agreements for Deliverables provided under the Contract and may pursue completion of the Deliverables by replacement Contract or otherwise as the County, in its sole judgment, deems expedient. §5. SCOPE OF DELIVERABLES AND FINANCIAL/PAYMENT OBLIGATIONS. 5.1. Performance of Deliverables. Contractor shall provide all Deliverables identified in and as set forth in Exhibit II, any Purchase Orders, or any Amendments to this Contract. 5.2. Software License. If this Contract includes a Software License as described in Exhibit V, then the Parties shall follow the terms and conditions therein. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004560 Page 6 COAKLAN& OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON C O U N T Y M I C H I GAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248.858-0511 1 purchasing@oakgov.com 5.3. Financial Oblieations. Except as otherwise set forth in this Contract, the County's sole financial obligation under this Contract shall be set forth in Exhibit 11. The amount and manner of payment of the financial obligation shall be set forth in Exhibit II or a Purchase Order. 5.4. Pavment Obligations. Except as otherwise set forth in Exhibit II, Contractor shall submit an invoice to the County's Contract Administrator itemizing amounts due and owing under this Contract, as of the date of the invoice. Invoices shall contain the following information: (a) County Contract Number; (b) dates of Deliverables; (c) itemized list of Deliverables; (d) Contractor Tax ID Number (federal and State); and (e) any other information requested by Purchasing. The County shall have no obligation to make a payment under this Contract until an invoice is submitted in the form set forth herein and shall have no obligation to pay for Deliverables, which have not been invoiced (as required herein) within sixty (60) Days of Contractor's performance. Unless otherwise set forth in Exhibit II, the County shall only pay Contractor for Deliverables under this Contract and not any subcontractors or assignees of Contractor. 5.5. Not to Exceed Amount. The amount due and owing to Contractor, under this Contract, shall not exceed the "Not to Exceed Amount." If Contractor can reasonably foresee that the total financial obligation for the Contract will exceed the "Not to Exceed Amount," then Contractor shall provide Purchasing with notice of this fact at least ten (10) Days before this event. 5.6. No Oblieation for Penalties/Costs/Fines. The County shall not be responsible for any cost; fee: fine; penalty; or direct, indirect, special, incidental, or consequential damages incurred or suffered by Contractor in connection with or resulting from the performance of this Contract under any circumstances. 5.7. Set -Off of Countv Costs. If the County incurs any costs associated with the duties or obligations of Contractor under this Contract, then the County has the right to set-off those costs from any amounts due and owing Contractor. This set-off includes withholding payment in an amount equal to the cost of any County -provided equipment, supplies, or badges that are not returned by Contractor upon completion, termination, or cancellation of this Contract. 5.8. In -Kind Services. Unless expressly provided herein, this Contract does not authorize any in- kind services by either Party. §6. CONTRACTOR'S WARRANTIES AND ASSURANCES 6.1. Full Knowledge of Contract Expectations. Contractor warrants that before submitting its Proposal and/or entering into this Contract, it had a full opportunity to review all County requirements and/or expectations for this Contract. Contractor is responsible for being adequately and properly prepared to execute this Contract. Contractor has satisfied itself in all material respects that it will be able to perform the Contract as specified herein. 6.2. Comnlete and Accurate Reoresentations. Contractor certifies that all statements, assurances, records, and materials submitted to the County in connection with seeking and obtaining this Contract have been truthful, complete, and accurate. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004560 Page 7 COUNTY401AKLANDO-0 U N T Y MICHIGAN COMPLIANCE OFFICE PURCHASING OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office I Purchasing 248-858-05111 purchasing@oakgov.com 6.3. Access to Contractor Policies,_ If the Parties agree in this Contract to follow any Contractor polices, such as acceptable use or privacy policies, then Contractor shall retain each version of such policies and the effective dates and shall promptly provide such to the County, if requested. 6.4. Grant Compliance. If any part of this Contract is supported or paid for with any State, federal, or other third -party funds granted to the County, then Contractor shall comply with all applicable grant requirements. Upon request of Contractor, the County shall provide Contractor with a copy of the applicable grant requirements. 6.5. Contractor Incidental Exnenses. Except as otherwise expressly provided in this Contract, Contractor shall be solely responsible and liable for all costs and expenses associated or needed to perform this Contract, including, but not limited to, any professional dues, association fees, license fees, fines, taxes, and penalties. 6.6. Eauipment and SUDDlie5. Contractor is responsible for providing all equipment and supplies to perform this Contract, which are not expressly required to be provided by the County. 6.7. Contractor Emplovees. 6.7.1. Number and Oualifications of Contractor EMDIOvees. Contractor shall employ and assign qualified Contractor Employees as necessary and appropriate to perform this Contract. Contractor shall ensure all Contractor Employees have the knowledge, skill, and qualifications to perform this Contract and possess any necessary licenses, permits, certificates, and governmental authorizations as may be required by law. 6.7.2. Control and Suuervision of Contractor Emplovees. Contractor shall solely control, direct, and supervise all Contractor Employees with respect to all Contractor obligations under this Contract. Contractor will be solely responsible for and fully liable for the conduct and supervision of any Contractor Employees. 6.7.3. Removal or Reassignment of Personnel at the Countv's Request. Contractor shall remove a Contractor Employee performing work under this Contract at the County's request provided that the County's request is based on legitimate, good -faith reasons. Replacement personnel for the removed person must be fully qualified for the position. If the removal of a Contractor Employee results in an unanticipated delay, which is attributable to the County, then this delay shall not be considered a breach of the Contract and the terms and conditions of this Contract effected by the removal will be adjusted accordingly. 6.7.4. Contractor Employee Identification. If requested by the County, Contractor Employees shall wear and display appropriate County -provided identification at all times while working on County premises. Contractor shall return all County -provided identification upon completion of Contractor's obligations under this Contract. 6.7.5. Background Checks. At the County's request, Contractor Employees performing work under this Contract shall be subject to a background check by the County. The scope of the background check is at the discretion of the County and the results will be used to determine Contractor Employee's eligibility to perform work under this Contract. Any request for OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004560 Page 8 COAKLANDNF—o OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON CO UNTY MICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-868-05111 purchasing@oakgov.com background checks will be initiated by the County and will be reasonably related to the type of work requested. Contractor and Contractor Employees shall provide all information or documents necessary to perform the background check. 6.7.6. Comoliance with Countv Securitv Policies and Use Policies. Contractor shall require all Contractor Employees to comply with the County's security and acceptable use policies for County property (tangible and intangible), equipment, resources, facilities, and systems. Upon request, the County shall provide such policies to Contractor. 6.7.7. Contractor Emnlovee Expenses. All Contractor Employees shall be employed at the Contractor's sole expense (including employment-related taxes and insurance). Contractor warrants that all Contractor Employees shall fully comply with and adhere to the terms of this Contract. Contractor shall be solely liable for all applicable Contractor Employees' federal, state, or local payment withholdings or contributions and/or all Contractor Employee related pension or welfare benefits plan contributions under federal or state law. Contractor shall indemnify and hold the County harmless for all Claims against the County by any Contractor Employee, arising out of any contract for hire or employer-employee relationship between Contractor and any Contractor Employee including, but not limited to, Worker's Compensation, disability pay, or other insurance of any kind. 6.7.8. Contractor's Comoliance with the Patient Protection and Affordable Care Act. If Contractor is subject to the Patient Protection and Affordable Care Act ("ACA"), PL 111-148, 124 Stat 119, then Contractor shall ensure that all Contractor Employees under assignment to the County and their dependents,as defined under the ACA, are provided with or have access to insurance as required by the ACA. If Contractor is subject to the ACA, Contractor warrants it offers Contractor Employees and their dependents group health coverage that is affordable, that provides minimum essential coverage and value, all as defined under the ACA, and that it will pay all applicable fees, taxes or fines, as set forth in the employer mandates of the ACA under Tax Code §4980H and related regulations. 6.8. Permits and Licenses. Contractor shall be responsible for obtaining and maintaining, throughout the term of this Contract, all licenses, permits, certificates, governmental authorizations, and business/professional licenses necessary to perform this Contract. Upon request by the County, Contractor shall furnish copies of any permit, license, certificate, or governmental authorization necessary to perform this Contract. 6.9. E -Verify. In accordance with Miscellaneous Resolution No.09116 (BOC Minutes, July 30, 2009, pp 37-38), unless otherwise exempted, all service contractors who wish to contract with the County to provide services must first certify they have registered with, will participate in, and continue to utilize, once registered, the E -Verify Program (or any successor program implemented by the federal government or its departments or agencies) to verify the work authorization status of all newly hired employees employed by the Contractor. Breach of this term or condition is considered a material breach of this Contract. Contractor's execution of this Contract constitutes a certification that they are authorized to certify on behalf of Contractor and do hereby certify on behalf of Contractor that the Contractor has registered OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004560 Page 9 0AKLA`DF OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248.858-0511 1 purchasing@oakgov.com with, has and will participate in, and does and will continue to utilize once registered and throughout the term of this Contract and any permissible extension hereof, the E -Verify Program (or any successor program implemented by the federal government or its departments or agencies) to verify the work authorization status of all newly hired employees employed by the Contractor. 6.10. Iran -Linked Business Certification. Contractor certifies that it is not an Iran -Linked Business. Contractor further certifies that it was not an Iran -Linked Business at the time it submitted its Proposal for this Contract. Contractor must promptly notify the County, if Contractor becomes an Iran -Linked Business at any time during this Contract. 6.11. Taxes. 6.11.1. Contractor Taxes. Contractor shall collect and pay its local. state, and federal taxes, including but not limited to. all employment taxes, sales taxes, personal property taxes, and real property taxes. The County shall not be liable to or required to reimburse Contractor for any local, state, or federal tax of any kind. 6.11.2. Countv Tax -Exempt. The County is exempt from state and local sales tax, personal property tax, and real property tax. Prices under this Contract shall not include taxes, unless the County is not tax-exempt for a specific Deliverable. Exemption certificates for sales tax will be furnished upon request. 6.12. Warrantv for Services. Contractor warrants that all Deliverables that are services shall be performed in compliance with all applicable laws, statutes, regulations, ordinances, and professional standards. 6.13. Warrantv for Goods. All Deliverables that are goods shall be subject to the following warranties: 6.13.1. Warrantv of Merchantabilitv. Goods provided by Contractor pursuant to this Contract shall: (a) be merchantable, (b) be of good quality, (c) be fit for their ordinary purpose, (d) be adequately contained and packaged, and (e) conform to the specifications and descriptions contained in the Contract. 6.13.2. Warrantv of Fitness for a Particular Purpose. If Contractor knows or has reason to know that the goods will be used for a particular purpose and the County is relying on Contractor's skill or judgment to select or furnish the goods, then there is a warranty that the goods are fit for a particular purpose. 6.13.3. Warrantv of Title. All goods conveyed to the County shall be conveyed and transferred: (a) with good title, (b) free from any security interest, lien, or encumbrance that the County did not have knowledge of when the Contract was executed, and (c) free of any rightful claim of infringement or similar claim by a third -party. 6.14. Response to Leeal Reauest for Countv Data. If County receives a Court Order, a Freedom of Information Act (FOIA) request, or other legal request to provide County Data held by Contractor, then Contractor shall provide County Data to the County, in a format directed by the County, within the time frame required by law. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004560 Page 10 §7. LIABILITY 7.1. Contractor Indemnification._ Contractor shall indemnify, defend. and hold the County harmless from all Claims, incurred by or asserted against the County by any person or entity, which are alleged to have been caused directly or indirectly from the acts or omissions of Contractor or Contractor's Employees. The County's right to indemnification is in excess and above any insurance rights/policies required by this Contract. 7.2. No Indemnification from the Countv. Contractor shall have no rights against the County for indemnification, contribution, subrogation, or any other right to be reimbursed by the County, except as expressly provided herein. §8. CONTRACTOR PROVIDED INSURANCE., At all times during this Contract, Contractor shall obtain and maintain insurance according to the specifications listed in Exhibit I. §9. INTELLECTUAL PROPERTY AND CONFIDENTIALITY, 9.1. Contractor Use of Confidential Information/Count Data. Contractor and/or Contractor Employees shall not reproduce, provide, disclose, or give access to Confidential Information or County Data to any Contractor Employee not having a legitimate need to know the Confidential Information or County Data or to any third -party. Contractor and Contractor Employees shall only use the Confidential Information and County Data for performance of this Contract. Notwithstanding the foregoing, Contractor may disclose the Confidential Information or County Data if required by law, statute, or other legal process; provided that Contractor: (a) gives the County prompt written notice of the impending disclosure, (b) provides reasonable assistance to the County in opposing or limiting the disclosure, and (c) makes only such disclosure as is compelled or required. This Contract imposes no obligation upon Contractor with respect to any Confidential Information or County Data which Contractor can establish by legally sufficient evidence: (a) was in possession of or was known by Contractor, prior to its receipt from the County, without any obligation to maintain its confidentiality; or (b) is obtained by Contractor from a third party having the right to disclose it, without an obligation to keep such information confidential. 9.2. Contractor Use of Countv Licensed Software. In order for Contractor to perform this Contract, the County may permit Contractor or Contractor Employees to access certain Software licensed to the County. Contractor or Contractor Employees shall not transfer, remove, use, copy, or otherwise provide or make available any such Software or documentation to any other person or entity, for any purpose, without the prior written consent of the County and/or the licensor. Furthermore, neither Contractor nor Contractor Employee shall produce a source listing, decompile, disassemble, or otherwise reverse engineer any copyrighted Software. Neither Contractor nor Contractor Employee shall use any Software contrary to the provisions of any applicable Software license agreement or state or federal law. 9.3. Contractor License to Use Countv Servicemarks. If this Contract involves the use of County servicemarks to perform this Contract, then Contractor is granted a license to use the servicemarks listed in Exhibit VL Contractor shall only use the servicemarks as directed by the OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004560 Page 11 OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-868-05111 purchasing@oakgov.com §7. LIABILITY 7.1. Contractor Indemnification._ Contractor shall indemnify, defend. and hold the County harmless from all Claims, incurred by or asserted against the County by any person or entity, which are alleged to have been caused directly or indirectly from the acts or omissions of Contractor or Contractor's Employees. The County's right to indemnification is in excess and above any insurance rights/policies required by this Contract. 7.2. No Indemnification from the Countv. Contractor shall have no rights against the County for indemnification, contribution, subrogation, or any other right to be reimbursed by the County, except as expressly provided herein. §8. CONTRACTOR PROVIDED INSURANCE., At all times during this Contract, Contractor shall obtain and maintain insurance according to the specifications listed in Exhibit I. §9. INTELLECTUAL PROPERTY AND CONFIDENTIALITY, 9.1. Contractor Use of Confidential Information/Count Data. Contractor and/or Contractor Employees shall not reproduce, provide, disclose, or give access to Confidential Information or County Data to any Contractor Employee not having a legitimate need to know the Confidential Information or County Data or to any third -party. Contractor and Contractor Employees shall only use the Confidential Information and County Data for performance of this Contract. Notwithstanding the foregoing, Contractor may disclose the Confidential Information or County Data if required by law, statute, or other legal process; provided that Contractor: (a) gives the County prompt written notice of the impending disclosure, (b) provides reasonable assistance to the County in opposing or limiting the disclosure, and (c) makes only such disclosure as is compelled or required. This Contract imposes no obligation upon Contractor with respect to any Confidential Information or County Data which Contractor can establish by legally sufficient evidence: (a) was in possession of or was known by Contractor, prior to its receipt from the County, without any obligation to maintain its confidentiality; or (b) is obtained by Contractor from a third party having the right to disclose it, without an obligation to keep such information confidential. 9.2. Contractor Use of Countv Licensed Software. In order for Contractor to perform this Contract, the County may permit Contractor or Contractor Employees to access certain Software licensed to the County. Contractor or Contractor Employees shall not transfer, remove, use, copy, or otherwise provide or make available any such Software or documentation to any other person or entity, for any purpose, without the prior written consent of the County and/or the licensor. Furthermore, neither Contractor nor Contractor Employee shall produce a source listing, decompile, disassemble, or otherwise reverse engineer any copyrighted Software. Neither Contractor nor Contractor Employee shall use any Software contrary to the provisions of any applicable Software license agreement or state or federal law. 9.3. Contractor License to Use Countv Servicemarks. If this Contract involves the use of County servicemarks to perform this Contract, then Contractor is granted a license to use the servicemarks listed in Exhibit VL Contractor shall only use the servicemarks as directed by the OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004560 Page 11 COAKLANDO—Fo OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-05111 purchasing@oakgov.com County. Contractor shall cease using County servicemarks upon expiration or termination of the Contract and may be requested to return any images of the servicemark retained by Contractor. 9.4. Assignment of Rights. In consideration for the performance of this Contract and the fees paid to Contractor, Contractor agrees to the following: (a) Contractor shall have no copyright, patent, trademark, or trade secret rights in County Intellectual Property; (b) any and all programs. inventions, and other work or authorship developed by Contractor while providing Deliverables to the County are works made for hire, created for, and owned exclusively by the County, unless otherwise specified in the Contract; (c) Contractor assigns to the County all rights and interest in County Intellectual Property, which Contractor has made or conceived or may make and conceive, either solely or jointly with others, either on or off County premises while performing this Contract or with the use of the time, material, or facilities of the County; and (d) Contractor and its applicable Contractor Employees shall sign any documents necessary for the County to register patents, copyrights, or trademarks with federal or state agencies. Contractor shall ensure its Contractor Employees assign their rights and interests in County Intellectual Property to the County. 9.5. Use of Countv Data. If Contractor uses or possesses County Data in the performance of this Contract, then the following provisions contained in this subsection apply: 9.5.1. Implementation of Securitv Measures. Contractor shall implement and maintain appropriate administrative, technical, and organizational security measures to safeguard against unauthorized access, disclosure, or theft of County Data. Such measures shall be in accordance with security industry best practice and not less stringent than the measures Contractor applies to its own confidential data of similar kind. Contractor warrants it follows security industry best practices. 9.5.2. Unauthorized Access/Disclosure or Theft of Countv Data. Contractor shall promptly notify County in the event of unauthorized access, disclosure, or theft of County Data. Contractor shall take commercially reasonable measures to address a security breach in a timely manner to secure County Data. 9.5.3. Storage of Countv Data. Contractor shall only store and process County Data at and from data centers located within the United States. Contractor shall not and shall not permit Contractor Employees to store County Data on portable devices, including personal computers, except for devices that are used and kept only at its U.S. data centers. Contractor shall permit its Contractor Employees to access County Data remotely only as required to provide technical support. 9.5.4. Obligations upon Expiration, Termination or Cancellation of Contract. At the County's sole discretion, upon expiration, termination, or cancellation of this Contract, Contractor shall return County Data in a mutually agreeable format in a prompt and orderly manner or provide for the secure disposal of County Data as directed by County. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004560 Page 12 OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-05111 purchasing@oakgov.com §10. GENERAL TERMS AND CONDITIONS, 10.1. Access to Countv Prooertv or Facilities. As set forth in this Contract, Contractor has access to and the right to use County property and facilities necessary to perform this Contract. Unless otherwise provided in this Contract or Contractor receives prior written permission from the County's Director of Facilities Management or successor, Contractor may only access and use County property and facilities for performance of this Contract on Business Days. 10.2. Signs on Countv PYODerty or Facilities. Contractor shall not place any signs or advertisements on County property or facilities without the prior written permission of the County's Director of Facilities Management or successor. 10.3. Use of Countv Pronertv or Facilities. While performing this Contract, Contractor shall keep County property or facilities and anything stored thereon in a clean, safe, and healthful condition and shall keep the property and facilities in a manner that will not prevent or interfere with the County's performance of its functions. 10.4. Removal of Contractor Personal Property. At the expiration or termination of this Contract, Contractor shall leave County property or facilities in the same condition that Contractor found them and clean of all rubbish. Contractor shall remove all of its personal property within thirty (30) Days of expiration or termination of this Contract. if Contractor does not remove its personal property within the thirty (30) Day period, then the County shall dispose of it and bill Contractor for any costs associated with the removal and disposal. 10.5. Damage to Countv Pronerty or Facilities. Contractor shall be responsible for any damage to any County property or a facility that is caused by Contractor or Contractor Employees. If damage occurs, the County shall make the necessary repairs and/or replacements or cause a third party to make the necessary repairs or replacements, provided, however, that Contractor shall reimburse the County for all costs associated with repairing and/or replacing the damaged property or facilities. 10.6. Damage to Countv Prooerty. Contractor shall be solely liable and responsible for any property loss or damage resulting from fire, theft, or other means to Contractor's personal property located, kept, or stored on or at County property or facilities during performance of this Contract. 10.7. Countv's Right to Susuend Contract Performance. Upon written notice, the County may require Contractor to suspend performance of this Contract if Contractor has failed to comply with federal, state, or local laws or any requirements contained in this Contract. The right to suspend performance of this Contract is in addition to the County's right to terminate and/or cancel this Contract. The County shall incur no penalty, expense, or liability to Contractor if the County suspends performance of this Contract under this Section. 10.8. Discrimination. Contractor shall not discriminate against any employee or applicant for employment in violation of state or federal law. Contractor shall promptly notify the County of any complaint or charge filed and/or of any determination by any court or administrative agency of illegal discrimination by Contractor. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004560 Page 13 ®L 'K'` " `D0 a OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-05111 purchasing@oakgov.com 10.9. Indenendent Contractor. Nothing in this Contract is intended to establish an employer- employee relationship between the County and Contractor or any Contractor Employee. In no event shall Contractor Employees be deemed employees, agents, volunteers, or subcontractors of the County. 10.10. Conflict of Interest. Pursuant to Public Act 317 and 318 of 1968, as amended (MCL 15.301, et seq. and MCL 15.321, et seq.), no contracts shall be entered into between the County and any County Agent. To avoid any real or perceived conflict of interest, Contractor shall identify any Contractor Employee or relative of Contractor's Employees who are presently employed by the County. Contractor shall give the County notice if there are any County Agents or relatives of County Agents who are presently employed by Contractor. 10.11. Access and Records. Contractor will maintain accurate books and records in connection with performance of this Contract for thirty-six (36) months after the end of this Contract and Contractor shall provide the County with reasonable access to such books and records, upon request. 10.12. Audit. The County or an independent auditor hired by the County may perform contract audits (in its sole discretion) and shall have the authority to access all pertinent records and data and to interview any Contractor Employee during the term of this Contract and for a period of three years after final payment. Contractor shall explain any audit findings, questioned costs, or other Contract compliance deficiencies to the County within thirty (30) Business Days of receiving the draft audit report. Contractor's written response shall include all necessary documents and information that refute the draft audit report and an action plan to resolve the audit findings. A copy of Contractor's response will be included in the final report. Failure by Contractor to respond in writing within thirty (30) Business Days shall be deemed acceptance of the draft audit report and will be noted in the final report. 10.13. Assienments/Deleeations/Subcontracts. 10.13.1. Prior Written Consent Required. Except by operation of law, neither Party may assign, delegate, or subcontract any of its duties, obligations, or rights under this Contract without the prior written consent of the other Party; provided, however, Contractor may assign, delegate, or subcontract this Contract to an affiliate or subsidiary as long as the affiliate or subsidiary is adequately capitalized and can provide adequate written assurances to the County that the affiliate or subsidiary can perform this Contract. The County may withhold consent, if the County determines that the assignment, delegation, or subcontract would impair performance of this Contract or the County's ability to recover damages under this Contract. Contractor shall also provide the County with adequate information to allow the County to make a determination regarding the assignment, delegation, or subcontract. 10.13.2. Flow Down Clause Required. Any assignment, delegation, or subcontract by Contractor must include a requirement that the assignee, delegee, or subcontractor will comply with the terms and conditions of this Contract. The assignment, delegation, or subcontract shall in no way diminish or impair performance of any term or condition of this Contract. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004560 Page 14 OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-05111 purchasing@oakgov.com 10.13.3. Contractor Responsibility for Assiens/Deleeates/Subcontractors. If Contractor assigns, delegates, or subcontracts this Contract, in whole or in part, Contractor shall remain the sole point of contact regarding all matters under this Contract and shall remain liable for performance of this Contract. Contractor is solely responsible for the management of assignees, delegees, and subcontractors. 10.13.4. Performance Required. If an assignee, delegee, or subcontractor fails to perform as required under this Contract, Contractor shall contract with another entity for such performance. Any additional costs associated with securing another assignee, delegee, or subcontractor shall be the sole responsibility of Contractor. 10.14. Non -Exclusive Contract. This Contract is a non-exclusive agreement. No provision in this Contract limits or is intended to limit, in any way, Contractor's right to offer and provide its services to the general public, other business entities, municipalities, or governmental agencies during or after the term of this Contract. Similarly, the County may freely engage other persons to perform the same work that Contractor performs. Except as provided in this Contract, this Contract shall not be construed to guarantee Contractor or any Contractor Employee any fixed or certain number of Deliverables. 10.15. No Third -Party Beneficiaries. Except as provided for the benefit of the Parties, this Contract does not and is not intended to create any obligation, duty, promise, contractual right or benefit, right to be indemnified, right to be subrogated to the Parties' right in this Contract, or any other right in favor of any other person or entity. 10.15.1. Survival of Terms and Conditions. The following terms and conditions shall survive and continue in full force beyond the termination or cancellation of this Contract (or any part thereof) until the terms and conditions are fully satisfied or expire by their nature: Section 1. Contract Definitions, Section 5. Scope of Deliverables and Financial/Payment Obligations, Section 6. Contractor's Warranties and Assurances, Section 7. Liability, Section 8. Contractor Provided Insurance, Section 9. Intellectual Property and Confidentiality, and Section 10. General Terms and Conditions. 10.16. Reservation of Riehts. This Contract does not, and is not intended to impair, divest, delegate, or contravene any constitutional, statutory, or other legal right, privilege, power, obligation, duty, or immunity of the County. 10.17. Comaliance with Laws. Contractor shall comply with all federal, state, and local laws, statutes, ordinances, regulations, insurance policy requirements, and requirements applicable to its activities under this Contract. 10.18. Force Maieure. Notwithstanding any other term or condition of this Contract, neither Party shall be liable for failure to perform contractual duties or obligations caused by events beyond their reasonable control, including but not limited to: (a) acts of public enemies; (b) natural disasters; (c) terrorism; (d) war; (e) insurrection or riot; (f) natural disasters; (g) strikes, lockouts, work stoppages, or other labor difficulties; or (h) compliance with law. Reasonable OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004560 Page 15 40AKLAN11P COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office I Purchasing 248-858-05111 purchasing@oakgov.com notice shall be given to the affected Party of such event. Contractor is expected, through insurance or alternative temporary or emergency service arrangements, to continue its contractual duties or obligations if a reasonably anticipated, insurable business risk, such as business interruption or any insurable casualty or loss occurs. 10.19. Notices. 10.19.1. Written Notice. All notices required under this Contract shall be in writing. Notices shall be effective: (a) the next Business Day, if personally delivered; (b) the third Business Day, if sent by U.S. mail, postage prepaid, return receipt requested; (c) the next Business Day, if sent by a nationally recognized overnight express courier with a reliable tracking system; or (d) the next Business Day with a receipt of confirmation, if sent by e-mail or fax. 10.19.2. Notice to Contractor. Unless otherwise specified, Notice to Contractor shall be addressed to the Contract Administrator listed on the first page of this Contract. 10.19.3. Notice to Countv. Unless otherwise specified herein, Notice to the County shall be addressed to Purchasing, the County Project Manager (if applicable), and the County Contract Administrator(s) listed on the first page of this Contract. 10.20. Captions. Section and subsection numbers, captions, and any index to sections or subsections contained in this Contract are intended for the convenience of the reader and are not intended to have any substantive meaning and shall not be interpreted to limit or modify any substantive provisions of this Contract. In this Contract, for any noun or pronoun, use of the singular or plural form, use of the nominative, possessive, or objective case, and any reference to gender (masculine, feminine, and neuter) shall mean the appropriate form, case, or gender as the context requires. 10.21. Waiver. Waiver of any term or condition under this Contract must be in writing and notice given pursuant to this Contract. No written waiver, in one or more instances, shall be deemed or construed as a continuing waiver of any term or condition of this Contract. No waiver by either Party shall subsequently affect its right to require strict performance of this Contract. 10.22. Cumulative Remedies. A Party's exercise of any remedy shall not preclude the exercise of any other remedies, all of which shall be cumulative. A Party shall have the right, in its sole discretion, to determine which remedies are to be exercised and in which order. 10.23. Severabilitv. If a court of competent jurisdiction finds a term or condition of this Contract to be illegal or invalid, then the term or condition shall be deemed severed from this Contract. All other terms or conditions shall remain in full force and effect. Notwithstanding the above, if Contractor's promise to indemnify or hold the County harmless is found illegal or invalid, Contractor shall contribute the maximum it is permitted to pay by law toward the payment and satisfaction of any Claims against the County. 10.24. Dispute Resolution. All disputes arising under or relating to the execution, interpretation, performance, or nonperformance of this Contract involving or affecting the Parties may first be submitted to the respective Project Manager (if applicable) and Contract Administrators for possible resolution. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004560 Page 16 IF OA K " `� "� OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-05111 purchasing@oakgov.com 10.25. Governine Laws/Consent to Jurisdiction and Venue. This Contract shall be governed, interpreted, and enforced by the laws of the State of Michigan. Except as otherwise required by law or court rule, any action brought to enforce, interpret, or decide any Claim arising under or related to this Contract shall be brought in the Sixth Judicial Circuit Court of the State of Michigan, the 50th District of the State of Michigan, or the United States District Court for the Eastern District of Michigan, Southern Division, as dictated by the applicable jurisdiction of the court. Except as otherwise required by law or court rule, venue is proper in the courts set forth above. The choice of forum set forth above shall not be deemed to preclude the enforcement of any judgment obtained in such forum or taking action under this Contract to enforce such judgment in any appropriate jurisdiction. 10.26. Entire Contract. This Contract represents the entire agreement and understanding between the Parties. This Contract supersedes all other prior oral or written understandings, communications, agreements, or contracts between the Parties. The language of this Contract shall be construed as a whole according to its fair meaning and not construed strictly for or against any Party. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004560 Page 17 COAKLAN' �F�% OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248.858.0511 1 purchasing@oakgov.com EXHIBIT I INSURANCE REQUIREMENTS During this Contract, the Contractor shall provide and maintain, at their own expense, all insurance as set forth and marked below, protecting the County against any Claims, as defined in this Contract. The insurance shall be written for not less than any minimum coverage herein specified. Primary Coverages Commercial General Liability Occurrence Form including: (a) Premises and Operations; (b) Products and Completed Operations (including On and Off Premises Coverage); (c) Personal and Advertising Injury; (d) Broad Form Property Damage; (e) Independent Contractors; (f) Broad Form Contractual including coverage for obligations assumed in this Contract; $1,000,000 — Each Occurrence Limit $1,000,000 — Personal & Advertising Injury $2,000,000 — Products & Completed Operations Aggregate Limit $2,000,000 — General Aggregate Limit $ 100,000 —Damage to Premises Rented to You (formally known as Fire Legal Liability) Workers' Compensation Insurance with limits statutorily required by any applicable Federal or State Law and Employers Liability insurance with limits of no less than $500,000 each accident, $500,000 disease each employee, and $500,000 disease policy limit. 1. ❑ Fully Insured or State approved self -insurer. 2. ❑ Sole Proprietors must submit a signed Sole Proprietor form. 3. ❑ Exempt entities, Partnerships, LLC, etc., must submit a State of Michigan form WC -337 Certificate of Exemption. Commercial Automobile Liability Insurance covering bodily injury or property damage arising out of the use of any owned, hired, or non -owned automobile with a combined single limit of $1,000,000 each accident. This requirement is waived if there are no company owned, hired or non -owned automobiles utilized in the performance of this Contract. Commercial Umbrella/Excess Liability Insurance with minimum limits of $2,000,000 each occurrence. Umbrella or Excess Liability coverage shall be no less than following form of primary coverages or broader. This Umbrella/Excess requirement may be met by increasing the primary Commercial General Liability limits to meet the combined limit requirement. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004560 Page 18 MOAKLANDF OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON C O U N T Y M I C H I GAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-05111 purchasing@oakgov.com SUDolemental Coverases (Required as Checkedl 1. ❑ Professional Liability/Errors & Omissions Insurance (Consultants, Technology Vendors, Architects, Engineers, Real Estate Agents, Insurance Agents, Attorneys, etc.) with minimum limits of $1,000,000 per claim and $1,000,000 aggregate. 2. ❑ Commercial Property Insurance. The Contractor shall be responsible for obtaining and maintaining insurance covering their equipment and personal property against all physical damage. 3. ❑ Liquor Legal Liability Insurance with a limit of $1,000,000 each occurrence shall be required when liquor is served and/or present. 4. ❑ Pollution Liability Insurance with minimum limits of $1,000,000 per claim and $1.000,000 aggregate when cleanup & debris removal are part of the services utilized. 5. ❑ Medical Malpractice Insurance with minimum limits of $1,000,000 per claim and $1,000,000 aggregate. 6. ❑ Garage Keepers Liability Insurance with minimum limits of $1,000,000 per claim and $1,000,000 aggregate. 7. ❑ Cyber Liability Insurance with minimum limits of $1,000,000 per claim and $1,000,000 aggregate. 8. ❑ Other Insurance Coverages as may be dictated by the provided product/service and deemed appropriate by the County Risk Management Department. General Insurance Conditions The aforementioned insurance shall be endorsed, as applicable, and shall contain the following terms, conditions, and/or endorsements. All certificates of insurance shall provide evidence of compliance with all required terms, conditions and/or endorsements. 1. All policies of insurance shall be on a primary, non-contributory basis with any other insurance or self-insurance carried by the County; The insurance company(s) issuing the policy(s) shall have no recourse against the County for subrogation (policy endorsed written waiver), premiums, deductibles, or assessments under any form. All policies shall be endorsed to provide a written waiver of subrogation in favor of the County; OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004560 Page 19 `y^Y OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-05111 purchasing@oakgov.com 3. Any and all deductibles or self-insured retentions shall be assumed by and be at the sole risk of the Contractor; 4. Contractors shall be responsible for their own property insurance for all equipment and personal property used and/or stored on County property; 5. The Commercial General Liability and Commercial Automobile Liability policies along with any required supplemental coverages shall be endorsed to name the County of Oakland and it officers, directors, employees, appointees and commissioners as additional insured where permitted by law and policy form; 6. The Contractor shall require its contractors or sub -contractors, not protected under the Contractor's insurance policies, to procure and maintain insurance with coverages, limits, provisions, and/or clauses equal to those required in this Contract; 7. Certificates of insurance must be provided no less than ten (10) Business Days prior to the County's execution of the Contract and must bear evidence of all required terms, conditions and endorsements; and 8. All insurance carriers must be licensed and approved to do business in the State of Michigan and shall have and maintain a minimum A.M. Best's rating of A- unless otherwise approved by the County Risk Management Department. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004560 Page 20 o COUNTY MICHIGAN OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com EXHIBIT II: SCOPE OF CONTRACTOR DELIVERABLES / FINANCIAL OBLIGATIONS Helicopter Video Downlink Meeting System Requirements The Contractor will install the following equipment items to integrate Helicopter Video Downlink systems into the two (2) Aviation Unit's helicopters. Equipment List for Oakland County Sheriff's Office The Contractor will provide the following equipment/software to support the Oakland County Sheriff s Office Helicopter Video downlink project. For additional information for this equipment please see Attachment Number 2. HD/SD 6.5 GHz Airborne TX System o Troll SkyLink LinkBox Transmitter System > Band: C (Quantity - 2) Airborne Antenna System o SkyLink MINI II, High Performance Directional Antenna with Internal INS (Quantity -2) o External 6 GHz Omni Antenna > 3dBi (Quantity -2) o GPS Antenna and Cable for C 100 or Antenna Pod, 20 ft. (Quantity - 2) o SkyLink Control, CI 00 with NVG Option (Quantity -2) o High performance, avionics grade control system with moving map, touchscreen and optional control of complete airborne ENG, ALE or EMT system - Provides both radio control and data power o TS Link Box and Mini Antenna Control Software (Quantity -2) o Automatic Setup of Transmission Equipment > Software (Quantity - 0 2) - Occurs when aircraft reaches set altitude o Steerable Antenna Control (Pod) (Quantity - 2) - Includes simple moving map of local sites o Installation Connector Kit, SkyLink C-100 > Connectors for Power and Compass (Quantity - 2) o Airborne Installation Connector Kits Includes: C100 to Power (Quantity -2) Aircraft DVR o 720p/ 1080i/1080p HIGH DEFINITION DIGITAL SINGLE -CHANNEL VIDEO RECORDER WITH PLAYBACK, INTERNAL MEMORY, (2) SMPTE-292M HIGH DEFINITION VIDEO INPUTS, SMPTE-292M HIGH-DEFINITION VIDEO OUTPUT, (4) RS- 170 VIDEO INPUTS, (1) RS -170 VIDEO OUTPUT, USB 3.0 PORT, SATA PORT, SD CARD PORT, H.264 FORMAT, NTSC/PAL, DZUS MOUNT (Quantity -2) OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004560 Page 21 nil u�a' u `y OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com f Ground Receive Site o A6 Diversity Panel Antenna System with BDC's > Small, light -weight panel antenna system (Quantity - 1) o Multi -core RF Cable (Quantity - 1800 feet) -Customer defined length (6 x RG6 cables - 300 feet each) o RG6 Cable Connectors and Termination & Test > RG6 cable termination only (Quantity - 6) - Includes TNC to BNC and spare BNC connector o TNC Connector Kit, One (1) Piece (Quantity -12) o DMR600 Diversity Multimedia Receiver (Quantity - 1) Diversity receive system o lx4 RF Splitter (Quantity -1) o Video Network Server (Quantity -1) o Stand-alone IP Decoder with B -Crypt Decryption and Echo Transport Stream (Quantity - 1) o Additional Dual Echo Software Option for ESP2000-BE (Quantity -1) • Ground Receive Center o Video Network Server (Quantity -1) o ConTroll-Pac, Transcoder and Receiver Control License (Quantity - 2) o Stand-alone IP Decoder with B -Crypt Decryption and Echo Transport Ground Mobile o A6 Diversity Panel Antenna System with BDC's > Small, light weight panel antenna system (Quantity - I ) - Six (6) medium gain panel antennas o Multi -core RF Cable (Quantity - 600 feet) - Customer defined length (6 x RG6 cables - 300 feet each) o RG6 Cable Connectors and Termination & Test > RG6 cable termination only (Quantity - 6) o TNC Connector Kit, One (1) Piece (Quantity - 12) o DMR600 Diversity Multimedia Receiver (Quantity - I ) o Factory optl On for ESP -2000 to support multiple DVR functions Handheld Rx o MiniMobilCMDR (Quantity - 2) • Aircraft Mounts o Meeker post mount: Right Side (for antenna) (Quantity -2) o Meeker Dovetail Mount (for antenna) (Quantity -2) Meeting General Specifications The above equipment installed in the helicopters is linked to "fixed" and "mobile" receive sites to view and distribute the video signals as needed throughout Oakland County. The Contractor will locate the "fixed" site at the water tower specified by the County. The Contractor will ensure the fixed site possesses access to the County's fiber optic data network. The Contractor will also procure and install mobile receive sites as required. The mobile receive sites will consist of one (1) mobile command vehicle and two (2) handheld receiver units to be deployed as needed. The Contractor will ensure all mobile receive units can communicate directly with the aircraft flying overhead. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004560 Page 22 COAKLANDIN- OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248.858-0511 1 purchasing@oakgov.com The Contractor will offer Oakland County the following features. • Operate in the 6.425-6.525 GHz frequency band; • Feature ease of use by operating personnel and exceptional reliability; • Automatic activation upon helicopter reaching a specified height; • A unified system through the use of multiple interconnected and intelligent fixed diversity downlink receive site systems; o This will provide overlapping receive range for the entire county, will be unified through the use of multiple interconnected and intelligent fixed diversity downlink receive site systems; • Provide access to video downlink content via the following methods; o Dispatch Center and Emergency Operations Center viewing via a network of fixed receive site capable of delivering native HD -SDI, SD -SDI, o HDMI, IF and composite video formats to television monitors, desk -top & o laptop computers, within the main viewing area. o Intranet viewing via connection to the department's existing fiber network and cloud storage. o Direct viewing to frequency selective mobile command vehicle & tactical hand-held receive devices. The Contractor will make video downlink content accessible to command, dispatch, tactical & support personnel via the following methods; o Dispatch Center and Emergency Operations Center viewing via a network of fixed receive site capable of delivering native HD -SDI, SD -SDI, FIDMI, IP and composite video formats to television monitors, desk -top & laptop computers, within the main viewing area; o Intranet viewing via connection to the department's existing fiber network and cloud storage; o Direct viewing to frequency selective mobile command vehicle & tactical hand-held receive devices; • Record SD and/or RD (1080i/p/720p) video, and audio, locally, onboard theaircraft; • The Contractor will provide information regarding the minimum and maximum latency that can be expected for the operational Video Downlink system; • The system will have the ability to re -encode the video for streaming at lower bitrates or resolutions; • Secure the information by utilizing multiple encryption types including AES 128/256 bit key, etc.; and • Storage of up to 60 days of video/data and ability to permanently secure save evidentiary data. FAA Requirements The Contractor will obtain any and all FAA required supplemental type certificates (STC) for all modifications make to the aircraft as per Title 14 Code of Federal Regulations, part 21; as required. The Contractor certifies it is an FAA certified Part 145 Repair Station and the Company will ensure any equipment provided under this contract meets current FAA certification requirements as detailed through the FAA Supplemental Type Certificate (STC), http :// www.faa.gov /aircraft/air cerUdesign_approva Is/stc/ OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004560 Page 23 OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-868-05111 purchasing@oakgov.com FCC Requirements The Contractor will comply with all FCC requirements as stated in the Solicitation and complete the following actions as required. • Submit FCC filings for frequency licensing for all channel assignments in the06.5 GHz band. Application paperwork, frequency coordination, prior coordination notices, and any applicable fees must be the responsibility of the vendor; • Coordinate with the local FCC frequency coordinator(s) for the State of Michigan area to secure a "primary and secondary" channel assignment for regular use by the Sheriff s Office; • Furnish the local frequency coordinator(s) contact information to the Sheriff s Office and Oakland County CLEMIS Radio; • Provide a list of all licensed users in the 6.5 GHz band for this region including contact names, phone numbers, email addresses for emergency purposes. Meeting Aircraft Requirements The Contractor will coordinate with the Oakland County Sheriff s Office to schedule the installation at a mutually agreed upon location. An authorized representative of the Contractor will contact the County and coordinate project operations with the Designated County official(s). Once the County and the Contractor reach a mutual agreement, the Contractor can proceed. The Contractor has provided a list of equipment that will used to design, provision, install, test and deliver the system. The Contractor will only use new, unused equipment from named brand manufacturers. This equipment will be of solid state construction, utilizing appropriate fusing and voltage regulation. The Contractor will install Instrumentation and avionics front -mounted to the extent possible in the instrument panel and center console. The Contractor will include sufficient extra wiring to allow easy removal and replacement. The Contractor will only use wiring meeting military specifications or equivalent. The Contractor will not use wiring harnesses supplied by electronic manufacturers unless they meet this requirement. The Contractor will mark all wiring for future identification no further than six (6) inches between each mark. The Contractor will provide wiring diagrams for all contractor installed equipment. The Contractor will provide all add-on circuits, installed by the Contractor, with circuit breakers of an equivalent type as those used by the aircraft manufacturer. Prior to beginning any installation of equipment, The Contractor will provide drawings to the Department for approval showing mounting locations of all vendor installed equipment. The Contractor will not install control heads, transmitters, wiring harnesses, brackets, antennas, etc., in such manner as to hinder or interfere with the normal passenger accommodations. If required, the Contactor will install and document specialized equipment and documented via FAA Form 337, or Supplemental Type Certificate (STC). OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004560 Page 24 RPo OAKIAND�- COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office I Purchasing 248.858-0511 1 purchasing@oakgov.com Aircraft Downlink Transmitter To meet the 6.425-6.525 GHz aircraft RF transmit systems requirement, the Contractor will use two (2) Troll SkyLink LinkBox Transmitter Systems > Band: C comprising the following. • Frequency: 6400 - 6500 MHz • Power: 8W linear Video Inputs: - SDI o Composite -HDMI o Ethernet • Power Outputs: o Two (2) 28 VDC Switches -Three (3) 12 VDC Switches - 100 Watt max power o Eight (8) external Ethernet ports The Troll SkyLink LinkBox Transmitter Systems also meets / betters the following requirements. • FCC Certified for Part 101 operation; • Compliant with RTCA DO -160: • Capable of transmitting a high-definition (HD) or standard- definition (SD) digital video signal using either MPEG-2, or MPEG -4/H.264 in Baseline Profile (BP), Main Profile (MP), and High Profile (HiP) standards. As well as being capable of transmitting digital video using Oakland County Sheriff s (2) current cameras; • Video inputs including HD -SDI, SD -SDI and Composite NTSC video in a single 8 MHz channel; • Conform to the DVB -T 2K transmission standard in 8 MHz of occupied bandwidth; • RF power output must be a minimum of+39dBm with an MER of 20dB on each channel within the band extending from 6.425-6.525 GHz; • Capable of encrypting the signal using standards based Bcryptl and AES 128/256; • High -bandwidth wayside RS -232 data channel to support transmission of serial data at up to 115.2 kbps; • Operate over a wide input voltage range of+ 10-32 VDC Integrate and transmit an audio sub carrier channel; and • Integrate and transmit an audio sub carrier channel Mount in a single/standard ARINC aircraft tray. Aircraft Downlink Antenna System The Contractor will provide two (2) aircraft directional/steerable/Omni- directional RF antenna systems, which meet or better the following requirements; • Compliant with RTCA DO -160; • Fully self-contained, two -axis, stabilized auto -tracking antenna system with integrated IMU; o Azimuth continuous rotation to 100 degrees per second. Elevation steering +/ - 30 degrees; o High -gain directional with no less than 14 dBi gain in the referenced 6.425- 6.525 GHz band; o Using Vertical polarity; o Antenna system must have down -look capability for communicating with mobile ground receive units OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004560 Page 25 OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON C O U N T Y M I C H I G AN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-06111 purchasing@oakgov.com • High -gain Omni -directional antenna. Antenna system must have down -look capability for communicating with mobile ground receive units The Contractor's aircraft downlink antenna system comprises, but is not limited to the following items. • SkyLink MINI II, High Performance Directional Antenna with Internal INS o Stand-alone Antenna with built-in servo drive, which maybe controlled from C90/100 or customer supplied control system (not included) o Small and light weight o Internal INS o Frequency: 4.9 and 6.5 GHz (one at a time) o Az/EI control o Includes slip rings Or at County direction the Contractor has proposed the following item as an OPTION • External 6 GHz Omni Antenna 0 3dB1 o Vertical Polarization o OPTIONAL In addition, after the County has determined the option, the Contractor will also provide the following items to support the Aircraft downlink Antenna System. • TS Link Box and Mini Antenna Control Software • Automatic Setup of Transmission Equipment o Software o Occurs when aircraft reaches set altitude • Steerable Antenna Control (Pod) o Includes simple moving map of local sites • Installation Connector Kit, SkyLink C-100 > Connectors for Power and Compass o Cable termination instructions • Airborne installation Connector Kits Including: o CI 00 to Power o C 100 to Link Box (Power and Control) o Link Box to Mini o Cable termination and instructions Fixed Downlink, Diversity, etc., Receive System The Contractor will provision a network interconnected fixed ground receive site. The system will utilize automatic site selection to present the end viewers with a single and uninterrupted airborne video/data/voice stream. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004560 Page 26 q0"AlaANUINTO OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-868-05111 purchasing@oakgov.com The Contractor's fixed Ground Receive System solution will meet or better the following requirements. • Operate over the range of 6.425-6.525 GHz; • IncIude provisions for a future second RF receiver; • Provide IP output streams using either UDP or RTP and in addition, must support SMPTE 2022 2D FEC; • Possess decryption capability to decrypt BISS-1, BISS-E, AES -128, AES- 256, Bcryptl -128, Bcryptl -192, and Bcryptl -256; • Decrypt and re- encrypt video streams using BISS-1, BISS-E, AES -128, AES- 256, Bcryptl-128, Bcryptl-192, and Bcryptl-256; • Clear (non -encrypted) transmission over each of the two streaming outputs to support downstream IP network transpOlt flexibility and connection to other agencies; • Pass through the encrypted signal without any decryption or re -encryption over streaming outputs to support downstream IP network transmission ; • Password protect encryption key management for each decryption facility; • Facilitate remote monitoring and control functions using a Web based graphical user interface to include the following functions; o Change RF channels; o Block -down converter band selection; o Encryption & decryption control & function; o Preset storage, selection, & recall; o RCL & SNR values; o DVBT COFDM TPC values; o System network settings; o IP streaming configuration settings; • Provide DC power at every IF input port to supply power to the tower mounted block down - converters; • Incorporate an internal resettable fuse on each IF input; and • Provide a completely separate and passive, rack mounted, IF distribution device. The Contractor will provide all splitter output ports with diode isolated for DC protection. The Contractor will supply a separate rack mountable device so that any of the associated receivers can be removed and or replaced, or the IF spectrum can be monitored without interrupting service to any other receiver. The Contractor will provide on-site survey, design, engineering, installation and test support to ensure proper receive system operation. This includes measuring proper RF receive levels at receiver and confirming proper 1P video/composite video performance. Contractor Equipment for the Fixed Downlink System The Contractor will provide the equipment for the Ground Receive system and includes the following items, OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004560 Page 27 o, " `y a OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE Compliance Office 1 Purchasing PURCHASING 248-858.0511 1 purchasing@oakgov.com A6 Diversity Panel Antenna System with BDC's > Small. lightweight panel antenna system o Six (6) medium gain panel antennas • Frequency: 6.4 GHz to 6.5 GHz - Gain : 15 dBi o Six (6) Troll Downlink, 6.5 GHz Block Down Converters • Frequency: 6415 MHz - 6535 MHz - LO: 6020 MHz, 33 dB Gain • Output:395-515MHz o Fully enclosed system • Multi -core RF Cable o Customer defined length (6 x RG6 cables - 300 feet each) • RG6 Cable Connectors and Telmination & Test o RG6 cable to 1 mination only -Includes TNC to BNC and spare BNC connector • TNC Connector Kit, One (1) Piece • DMR600 Diversity Multimedia Receiver - Diversity receive system, including: 0 6 Channel Diversity Rx o Maximum ratio combining, DVB -T demodulator> ASI output and UDP streaming over IP o Internal power supplies with independent switching for external BDC's o Front panel local control or remote control via serial, Ethernet or dial-up 0 50 MHz to 7 GHz, with correlating down converters (sold separately) • lx4 RF Splitter 0 4 -Way, 0 deg, 1W, 5-IOOOMHz, DC Pass on One Post, 75 Ohms, F -Type o Includes adapters • Stand-alone IP Decoder with B -Crypt Decryption and Echo Transport Stream o Output Resolution: Up to 1080P (user selectable) o Output Type: HDMI and simultaneous Composite (RCA Video, Audio) (Composite is downconverted from HDMI) o Input: Ethernet o Control: IR remote (included with external IR detector for remote mounting) - Optional USB keyboard, not included o Supports full decryption - managed from VNS (server side, managed as "user" by server) B - Crypt decryption (direct connection to receiver) > Echo transport stream - user can specify secondary o IP to echo incoming stream (used with direct receiver connections) • Echo with B -Crypt • Echo clear • Echo uni-cast or multicast o Full support for CP -TAS -4000 (Troll Archive Server, required, sold separately) - Pause, FF, RW - Play archives Additional Dual Echo Software Option for ESP2000-BE o Outputs Dual Echo transport stream - Capable of Decrypting and Encrypting B -Crypt OAKLAND COUNTY COMPLIANCE OFFICE- PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004560 Page 28 COAKLAND-7-7 CO U N T Y MICH I GAN COMPLIANCE OFFICE PURCHASING Antenna Systems OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office I Purchasing 248-858-05111 purchasing@oakgov.com The Contractor will coordinate installation of the fixed ground antenna systems with the Oakland County IT/CLEMIS Radio Management. This coordination will allow the Contractor and Oakland County IT/CLEMIS Radio to install equipment on the County fixed site in tandem. The Contractor supplied fixed ground 6.425-6.525 GHz antenna receive system will meet or better the following requirements. • The Contractor will utilize antenna systems utilizing a minimum of six -way diversity at each of the fixed receive sites; • The Contractor antenna system will consist of a minimum of six (6) high -gain linear polarized sector type antennas. Each antenna will possess a minimum gain of 15 dBi, a maximum azimuth aperture of 90 degrees, and a maximum vertical aperture of 15 degrees; • The Contractor will install independently adjustable sector panel antennas for mechanical elevation and azimuth adjustments; • The Contractor's system will utilize a minimum of six (6) 6425-6.525 GHz to UHF block down - converter (BDC) assemblies; • Each down -converter will have adjustable gain (normal -38 dB typ., high - 53 dB typ); • Each down -converter will have input filtering for protection from overload due to UHF transmissions; • The Contractor will provide RF and IF interconnection cables comprising high-quality, low- loss, coaxial cables and properly weatherproofed and grounded for maximum system performance. The Contractor will ensure all IF cables entering the site shelter have their shield grounded prior to entering the site shelter and are lightning protected just beyond the shelter entrance port; and • The Contractor will incorporate lighting protection and Motorola R56 standards for grounding on all water tower mounted equipment. The Contractor will provide on-site survey, design, engineering, installation and test support to ensure proper receive antenna and transmission line system operation. This includes measuring proper RF/IF receive levels and confirming proper performance. In addition, the Contractor will perform tower loading analysis at each site to ensure stability of each structure. We will ensure all equipment installed will meet minimum wind load ratings of 100 mph. Contractor shall provide copies of all drawings and specifications to the County. Video Decoding Systems The Contractor's system for integration of the IP stream into the Oakland County IT fiber optic WAN will meet or better the following requirements. • The system will provide a unicast and multicast stream and will stream to mobile devices including IOS, Android, and Windows over 3G/4G/LTE/Wife or wired. It will support up to 30 existing video sources over the network and 1000 concurrent viewers. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004560 Page 29 COAKLAN&P`�o OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-05111 purchasing@oakgov.com • The Contractor will provide a HD Encoder H.264 encoding and streaming appliance with 65 millisecond encode latency which will encode one HD source or one Standard source. • The Contractor provided Media server with operating system and security software will virtualize all server operations and software if the County declines hardware purchase. • A media server for the Sheriff s Operations Center (dispatch) and Emergency Operations Center (EOC) with playback, pause, rewind, internal hard disk and ability to save off to USB stick. • Provide on-site survey, design, engineering, installation and test support to ensure proper video decoder system operation. This includes confirming proper input/output levels and confirming proper video performance. Contractor Furnished Video Decoding Systems The Contractor will provide the following video decoding systems. • Video Network Server o Supports: • Up to 32 inputs ■ Up to four (4) unique output streams o Each output can support up to four (4) resolutions using optional transcoders (sold separately) o Server specifications: • 1U quad -core computer • High performance GPU • Windows 7 professional • Wowza Media server (Version 4) - USB "dongle" license key • Encrypted Security ConTroll-Pac, Transcoder and Receiver Control License o Adds one (1) Receiver driver o Adds one (1) Bcrypt decryption o Adds one(]) Rec input stream to existing VNS selver (one required per receiver) o Adds Transcoder per output stream as required to support configuration Stand-alone IP Decoder with B -Crypt Decryption and Echo Transport Stream o Output Resolution: Up to 1080P (user selectable) o Output Type: HDMI and simultaneous Composite (RCA Video, Audio) (Composite is downconverted from HDMI) o Input: Ethernet o Control: IR remote (included with external IR o detector for remote mounting - Optional USB keyboard , not included o Supports full decryption -managed from VNS (server side, managed as "user" by server) B -Crypt decryption (direct connection to receiver) o Echo transport stream - user can specify secondary IP to echo incoming stream (used with direct receiver connections) • Echo with B -Crypt • Echo clear OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004560 Page 30 JAK u `+Y� OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COU N T Y MICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-06111 purchasing@oakgov.com • Echo uni-cast or multicast • Full support for CP-TAS-4000 (Troll Archive Server, required, sold separately) - Pause, FF, RW - Play archives • Video Archive Server o Rack mounted server containing hard drive bank plugged into the VNS o Records a one-month loop o Capable of backing up all or some of the drives for long-term achieve o Stores each incoming stream to continuous loop for up to one month o User can play back by time/date/channel from any decoder or Cyclops Client • EVC-250 Edge Video Streamer o Hardware based solution runs in your office o Edge computer with high-speed internet connection, serves streams only o Supports 250 users o HTTPS security on all streams o Supports iOS, Android, Windows, Linux o Supports multiple resolutions / quality o Supports G3, LTE, Wi-Fi connections o Administrator management of access privileges: User, time of day, events, groups o Required customer supplied internet connection to support 250 users @ 500-100okbps (iPad resolution) this is about 125/250M bps connection (fiber) IP/Data Network Infrastructure The Contractor acknowledges this project requires the transport of IP video from each of the proposed fixed receive site locations to the (2) main viewing/distribution area. The Contractor understands Oakland County will be responsible for providing the appropriate IP interconnect and sufficient bandwidth between the fixed receive site and the main viewing/distribution area utilizing an existing optical fiber network. In addition, the Contractor understands and acknowledges the County's IT staff will provide a demarcation point at the fixed receive sites at which; point the Contractor will access the computer network. The Contractor accepts responsibility for data interconnect wiring between new equipment and existing data infrastructure at each location. The Contractor's system will integrate into the County's IT network meeting all standards and will participate in all Technical Review Meeting requests as well as including specifically; • Cabling, IT hardware, and Security requirements set by network administrators. Mobile Command Post The Contractor will design, provision, install, test and, deliver a system to support the Mobile command Post, which includes the following items. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2 01 510 5/2 0 CONTRACT NUMBER 004560 Page 31 COAKANIOW ® OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248.858-0511 1 purchasing@oakgov.com • A6 Diversity Panel Antenna System with BDC's > Small, lightweight panel antenna system o Six (6) medium gain panel antennas - Frequency: 6.4 GHz to 6.5 GHz Gain: 15 dBi o Six (6) Troll Downlink, 6.5 GHz Block Down Converters ■ Frequency: 6415 MHz - 6535 MHz - LO: 6020 MHz, 33 dB Gain • Output: 395-5 15MHz o Fully enclosed system • Multi -core RF Cable o Customer defined length (6 x RG6 cables - 300 feet each) • RG6 Cable Connectors and Termination & Test o RG6 cable termination only -Includes TNC to BNC and spare BNC connector • TNC Connector Kit, One (1) Piece • DMR600 Diversity Multimedia Receiver - Diversity receive system, including: 0 6 Channel Diversity Rx o Maximum ratio combining, DVB -T demodulator> ASI output and UDP streaming over IP o Internal power supplies with independent switching for external BDC' s o Front panel local control or remote control via serial, Ethernet or dial-up 0 50 MHz to 7 GHz, with correlating down converters (sold separately) • Stand-alone IP Decoder with B -Crypt Decryption and Echo Transport Stream o Output Resolution: Up to 1080P (user selectable) o Output Type: HDMI and simultaneous Composite (RCA Video, Audio) (Composite is down - converted from HDMI) o Input: Ethernet o Control: IR remote (included with external IR detector for remote mounting) - Optional USB keyboard, not included o Supports full decryption - managed from VNS (server side, managed as "user" by server) • B -Crypt decryption (direct connection to receiver) > Echo transport stream - user can specify secondary FP to echo • incoming stream (used with direct receiver connections) • Echo with B -Crypt • Echo clear • Echo uni-cast or multicast o Full support for CP -TAS -4000 (Troll Archive Server, required, sold separately) - Pause, FF, RW - Play archives Factory option for ESP -2000 to support multiple DVR functions: o Pause, FF, RW of live video - Operate from wireless IR remote o Saves live stream continuously to local drive (loop recording) • Save video and metadata (encrypted) • Internal SOOGB FID (150 hours HD video) o Play Archive: • Locally (by time/date) • Offload to USB stick (by time date) (can play encrypted files on Troll PC application) o Requires ESP -2000 device. Sold separately. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004560 Page 32 o, OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON CO U NTY M I C H I GAN . COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com Portable Receivers The Contractor will provide portable receivers meeting the following specifications. The portable receiver supplied by the Contractor consists the following. Handheld receiver with MPEG Decoding internal DVR, and Color LCD screen. Hardshell carrying case. OOmni directional antenna. OCar battery charger and battery system with additional spare battery. Specific Equipment furnished. • MiniMobilCMDR o Frequency -6 GHz MMCR o Decoding-MPEG4 HD o Demod-COFDM Demodulation (5, 6, 7 & 8 MHz) -AES Decryption 256 Bit o DVR-Record and Playback o Frequency Kit -23 MMCR Default Frequency Plan o Accessory Kit -23 MMCR Std Accessories The Contractor will also provide the Sheriff s Office Mobile Command Post with receiver/monitor/DVR system. Additional Equipment In addition to the equipment listed above, the Contractor will provide the following additional major items of equipment • Aircraft Mounts o Meeker post mount: Right Side (for antenna) o Meeker Dovetail Mount (for antenna) • Aircraft DVR • 720p/1080i/1080p HIGH DEFINITION DIGITAL SINGLE -CHANNEL VIDEO RECORDER WITH PLAYBACK, INTERNAL MEMORY, (2) SMPTE-292M HIGH DEFINITION VIDEO INPUTS, (1) SMPTE-292M HIGH-DEFINITION VIDEO OUTPUT, (4) RS -170 VIDEO INPUTS, (1) RS -170 VIDEO OUTPUT, USB 3.0 PORT, SATA PORT, SD CARD PORT, H.264 FORMAT, NTSC/PAL, DZUS MOUNT Schematics The Contractor will provide for the fixed receive system and each aircraft, two (2) sets of schematics and working drawings of all equipment installed as part of this proposal; including: • All custom manufactured equipment and installations; • All modifications of standards, • Off the shelf equipment that does not have schematics or drawings available from the manufacturer; and • Overall system wiring diagrams OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004560 Page 33 IT �` —"" '^ OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248.858.0511 1 purchasing@oakgov.com The Contractor will include the airframe number on all schematics we provide where appropriate. Documentation The Contractor will deliver all documentation including "as built" site drawings, operator's manuals, technical manuals, training aids, schematics, etc. described herein at the time of system delivery to the Sheriffs Office, The Contractor understands and acknowledges all documentation must be furnished and complete prior to final sign off of this project. The balance payment of the contract will not be made until this information is delivered and approved by the department. Aircraft Inspection and Acceptance The Contractor will welcome visits and inspections by representatives of the Sheriff s Office and Oakland County IT/CLEMIS at any point during aircraft and site equipment installation or customization. The Contractor understands and acknowledges final inspection and flight testing will be combined with the final inspection trip. If the county identifies any discrepancies or non- conformity to contract specifications, the Contractor recognizes the county may require the Contractor to take the helicopters for repair and / or modifications with all work accomplished and the helicopter returned within thirty (30) days of the notification by the Sheriff s Office of any such discrepancies or non -conformity. The Contractor also understands the County will require the helicopters to undergo flight testing at the Oakland County Sheriff s Office facility at Oakland County Airport by pilots designated by the Sheriff s Office. The Sheriffs Office will not accept delivery of the helicopter until the acceptance test has been passed and a representative of the agency has approved the helicopter. Infrastructure Acceptance The Contractor acknowledges the County will conduct a preliminary acceptance of the infrastructure will be conducted upon final construction and configuration of all fixed and mobile command sites. This acceptance consists of the following. • All equipment functionality tests, Latency and throughput measurements and system optimization; • RF coverage area validation and testing; • Content delivery and interfaces to the Sheriff s Office and IT/CLEMIS tests; and • Any other negotiated tests by the Sheriffs Office. The Contractor will correct any and all discrepancies found during the aforementioned preliminary acceptance testing. The Contractor understands the County will test the infrastructure again until all tests are passed. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004560 Page 34 �, " `a" OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COU N T Y MICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248.858-0511 1 purchasing@oakgov.com Final System Acceptance The Contractor understands the county will perform system acceptance when the Sheriff s Office Project Lead and IT/CLEMIS Project Lead have completed and passed all aircraft and infrastructure acceptance. The Contractor acknowledges the County will utilize each aircraft will be utilized in connection with the fixed infrastructure to test for final system acceptance. The final acceptance testing will be mutually agreed upon by the County and Contractor prior to testing. The Contractor and the County will agree to purposed performance tests and criteria for final acceptance during contract negotiations. Any and all discrepancies found during the aforementioned preliminary acceptance testing shall be corrected by the vendor and tested again until all tests are passed. System Warranty The Contractor will provide a warranty of a non -prorated type. The Contractor will provide for the replacement or repair of any parts that are defective within two (2) years after final acceptance, at no additional cost to the Sheriff s Office. The Contractor will assume all responsibility for all shipping and ancillary costs associated with warranty repair and parts replacement, and shall provide any technical support necessary to return the entire system to 100% of its functionality at final acceptance. All parts requiring replacement during the warranty period will be new and of original equipment manufacturer. On those occasions when loaner components are provided to keep the system in service, the Contractor will provide these loaner components at no cost to the Sheriff s Office during the warranty period. The Contractor's Warranty will cover the installation Iworkmanship of all new components and provisions. All maintenance technician labor provided by the Sheriffs Office to resolving warranty issues shall be credited the County at the current contractual shop rate of that provider. Should the Sheriff s Office request on-site support for any maintenance issue, component issue or installed equipment issue, during the warranty period, The Contractor will fulfill this within twenty-four (24) hours of request. Commencement of Warranty All installed equipment and component warranty periods will commence at the time of final system delivery acceptance, except for customer provided equipment. Delivery acceptance is defined by the date when the system has been completed, accepted and signed for per the scope outlined within, and is ready for operational service. The contractor warrants that all equipment will perform in accordance with published specifications and shall be free of any defects in materials, workmanship, and title for a period of two (2) years from the OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004560 Page 35 COAKLANd- ` OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICH[GAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248.858-0511 1 purchasing@oakgov.com date of system acceptance by the buyer. The Sheriff s Office shall assume responsibility for customer supplied equipment, however, the Contractor shall warrant the proper installation. During the warranty period, the Contractor agrees to repair or replace any defective part or parts, except customer provided equipment, without charge to the using agency as outlined under these specifications. This applies to Contractor provided equipment when defects in installation and/or workmanship cause the Contractor provided equipment to malfunction. All parts removed will become property of The Contractor. Meeting Maintenance Specifications Maintenance Schedule -The equipment to be supplied by the Contractor has demonstrated high reliability with long years of service and the Contractor has successfully maintained this equipment on an "on -condition" maintenance basis (simply repair or replace upon failure). Therefore, we no longer conduct established maintenance inspections at specified intervals with the following exception. For the directional antenna supplied by Troll, the following applies: Once a year, the County should ship the directional antenna pod to Troll's facility for factory reconditioning. Troll will check seals and repair "wear and tear" items. While the pod is at the Troll facility, Troll will perform any updates and make any product improvements that are available. Maintenance Plan Costs The Contractor provides a two (2) year warranty with this system. The calculated cost estimate for the remaining three (3) years of the five year period is $38,700.00. The Contractor will provide 24 hr. /7 day/365 yr. phone, email support for reporting system issues or needed repairs. The Contractor will respond within 4 hours from time of request for service The Contractor will have support personnel onsite within 24 hrs. of request for necessary troubleshooting and/or repairs. The Contractor will replace all equipment needing replacement due to a malfunction by new, like item, within 24 hrs. of diagnosis. Additional Requirements As a FAA Part 145 Certified Repair Station, The Contractor will ensure all parts, materials and installations comply with approved Federal Aviation Administration (FAA) and Federal Communications Commission (FCC) instructions, regulations. Additionally, all aircraft related work will successfully pass FAA inspections and supplemental type certification. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004560 Page 36 COAKLAND-W-0 COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office i Purchasing 248.858.0511 i purchasing@oakgov.com Project Management Schedule Oakland County Helicopter Video Downlink Milestone Schedule** Contact Oakland County Project Office x Continuously Coordinate with Sherriff"s Office x x x x x x x x Project Team & County Procurement Coordinate Installation Location Finalize Design with County x Oakland County Sheriff's Office selects antenna option Order equipment x Receive/inspect/Accept Equipment x x Install and Test Helicopter Number 1 x Install and Test Helicopter Number 2 x Training x x Acceptance Testing — Helicopter Number 1 x Acceptance Testing — Helicopter Number 2 x Ongoing warranty support O' Project completion x O* - Ongoing **Schedule finalized after Contract Award & Coordination with TXDPS Project Officer OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004560 Page 37 �L K'-' u `DF OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-868-05111 purchasing@oakgov.com EXHIBIT III BUSINESS ASSOCIATE AGREEMENT Exhibit III is a Business Associate Agreement between Contractor ("Business Associate') and the County ("Covered Entity"). This Exhibit is incorporated into the Contract and shall be hereinafter referred to as "Agreement." The purpose of this Agreement is to facilitate compliance with the Privacy and Security Rules and to facilitate compliance with HIPAA and the HITECH Amendment to HIPAA. §1. DEFINITIONS. The following terms have the meanings set forth below for purposes of the Agreement, unless the context clearly indicates another meaning. Terms used but not otherwise defined in this Agreement have the same meaning as those terms in the Privacy Rule. 1.1 Business Associate. "Business Associate' means the Contractor. 1.2 CFR. "CFR" means the Code of Federal Regulations. 1.3 Contract. "Contract" means the document with the Purchasing Contract Number: 1.4 Contractor. "Contractor" means the entity or individual defined in the Contract and listed on the first page of this Contract. 1.5 Covered Entitv. "Covered Entity" means the County of Oakland as defined in the Contract. 1.6 Designated Record Set. "Designated Record Set' is defined in 45 CFR 164.501. 1.7 Electronic Health Record. "Electronic Health Record" means an electronic record of health- related information on an individual that is created, gathered, managed, and consulted by authorized health care clinicians and staff. 1.8 HIPAA. "HIPAA" means the Health Insurance Portability and Accountability Act of 1996. 1.9 HITECH Amendment. "HITECH Amendment' means the changes to HIPAA made by the Health Information Technology for Economic and Clinical Health Act. 1.10 Individual. "Individual' is defined in 45 CFR 160.103 and includes a person who qualifies as a personal representative in 45 CFR 164.502(g). 1.11 Privacv Rule. "Privacy Rule" means the privacy rule of HIPAA as set forth in the Standards for Privacy of Individually Identifiable Health Information at 45 CFR part 160 and part 164, subparts A and E. 1.12 Protected Health Information. "Protected Health Information' or "PHI' is defined in 45 CFR 160.103, limited to the information created or received by Business Associate from or on behalf of Covered Entity. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004560 Page 57 I` OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com 1.13 Required By Law. "Required By Law" is defined in 45 CFR 164.103. 1.14 Secretary. "Secretary" means the Secretary of the Department of Health and Human Services or his or her designee. 1.15 Securitv Incident. "Security Incident" is defined in 45 CFR 164.304. 1.16 Seeurity Rule. "Security Rule" means the security standards and implementation specifications at 45 CFR part 160 and part 164, subpart C. §2. OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE. Business Associate agrees to perform the obligations and activities described in this Section. 2.1 Business Associate understands that pursuant to the HITECH Amendment, it is subject to the HIPAA Privacy and Security Rules in a similar manner as the rules apply to Covered Entity. As a result, Business Associate shall take all actions necessary to comply with the HIPAA Privacy and Security Rules for business associates as revised by the HITECH Amendment, including, but not limited to, the following: (a) Business Associate shall appoint a HIPAA privacy officer and a HIPAA security officer; (b) Business Associate shall establish policies and procedures to ensure compliance with the Privacy and Security Rules; (c) Business Associate shall train its workforce regarding the Privacy and Security Rules; (d) Business Associate shall enter into a privacy/security agreement with Covered Entity; (e) Business Associate shall enter into privacy/security agreements with its subcontractors that perform functions relating to Covered Entity involving PHI; and (f) Business Associate shall conduct a security risk analysis. 2.2 Business Associate shall not to use or disclose PHI other than as permitted or required by this Agreement or as required by law. 2.3 Business Associate shall use appropriate safeguards to prevent use or disclosure of the PHI. Business Associate shall implement administrative, physical, and technical safeguards (including written policies and procedures) that reasonably and appropriately protect the confidentiality, integrity, and availability of PHI that it creates, receives, maintains, or transmits on behalf of Covered Entity as required by the Security Rule. 2.4 Business Associate shall mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of PHI by Business Associate in violation of law or this Agreement. 2.5 Business Associate shall report to Covered Entity any known Security Incident or any known use or disclosure of PHI not permitted by this Agreement. 2.6 Effective September 23, 2009 or the date this Agreement is signed, if later, Business Associate shall do the following in connection with the breach notification requirements of the HITECH Amendment: OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004560 Page 58 fo, " `L ` OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COU NTY MICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-06111 purchasing@oakgov.com 2.6.1 If Business Associate discovers a breach of unsecured PHI, as those terms are defined by 45 CFR 164.402, Business Associate shall notify Covered Entity without unreasonable delay but no later than ten (10) calendar days after discovery. For this purpose, "discovery" means the first day on which the breach is known to Business Associate or should have been known by exercising reasonable diligence. Business Associate shall be deemed to have knowledge of a breach if the breach is known or should have been known by exercising reasonable diligence, to any person, other than the person committing the breach, who is an employee, officer, subcontractor, or other agent of Business Associate. The notification to Covered Entity shall include the following: (a) identification of each individual whose unsecured PHI has been breached or has reasonably believed to have been breached and (b) any other available information in Business Associate's possession that the Covered Entity is required to include in the individual notice contemplated by 45 CFR 164.404. 2.6.2 Notwithstanding the immediate preceding subsection, Business Associate shall assume the individual notice obligation specified in 45 CFR 164.404 on behalf of Covered Entity where a breach of unsecured PHI was committed by Business Associate or its employee, officer, subcontractor, or other agent of Business Associate or is within the unique knowledge of Business Associate as opposed to Covered Entity. In such case, Business Associate shall prepare the notice and shall provide it to Covered Entity for review and approval at least five (5) calendar days before it is required to be sent to the affected individual(s). Covered Entity shall promptly review the notice and shall not unreasonably withhold its approval. 2.6.3 Where a breach of unsecured PHI involves more than five hundred (500) individuals and was committed by the Business Associate or its employee, officer, subcontractor, or other agent or is within the unique knowledge of Business Associate as opposed to Covered Entity, Business Associate shall provide notice to the media pursuant to 45 CFR 164.406. Business Associate shall prepare the notice and shall provide it to Covered Entity for review and approval at least five (5) calendar days before it is required to be sent to the media. Covered Entity shall promptly review the notice and shall not unreasonably withhold its approval. 2.6.4 Business Associate shall maintain a log of breaches of unsecured PHI with respect to Covered Entity and shall submit the log to Covered Entity within thirty (30) calendar days following the end of each calendar year, so that the Covered Entity may report breaches to the Secretary in accordance with 45 CFR 164.408. This requirement shall take effect with respect to breaches occurring on or after September 23, 2009. 2.7 Business Associate shall ensure that any agent or subcontractor to whom it provides PHI, received from Covered Entity or created or received by Business Associate on behalf of Covered Entity, agrees in writing to the same restrictions and conditions that apply to Business Associate with respect to such information. Business Associate shall ensure that any such agent or subcontractor implements reasonable and appropriate safeguards to protect Covered Entity'sPHI. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004560 Page 59 IF-W O` KuAND OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON CO U N T Y M I C H I G AN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-05111 purchasing@oakgov.com 2.8 Business Associate shall provide reasonable access, at the written request of Covered Entity, to PHI in a Designated Record Set to Covered Entity or, as directed in writing by Covered Entity, to an Individual in order to meet the requirements under 45 CFR 164.524. 2.9 Business Associate shall make any amendment(s) to PHI in a Designated Record Set that the Covered Entity directs in writing or agrees to pursuant to 45 CFR 164.526. 2.10 Following receipt of a written request by Covered Entity, Business Associate shall make internal practices, books, and records reasonably available to the Secretary in order to determine Covered Entity's compliance with the Privacy Rule. The afore mentioned materials include policies and procedures and PHI relating to the use and disclosure of PHI received from Covered Entity or created or received by Business Associate on behalf of Covered Entity. 2.11 Business Associate shall document disclosures of PHI and information related to such disclosures, to permit Covered Entity to respond to a request by an Individual for: (a) an accounting of disclosures of PHI in accordance with 45 CFR 164.528 or (b) effective January 1, 2011 or such later effective date prescribed by regulations issued by the U.S. Department of Health and Human Services, an accounting of disclosures PHI from an Electronic Health Record in accordance with the HITECH Amendment. 2.12 Following receipt of a written request by Covered Entity, Business Associate shall provide to Covered Entity or an Individual information collected in accordance with Section 2 to permit Covered Entity to respond to a request by an Individual for: (a) an accounting of disclosures of PHI in accordance with 45 CFR 164.528 or (b) effective as of January 1, 2011 or such later effective date prescribed by regulations issued by the U.S. Department of Health and Human Services, an accounting of disclosures of Protected Health Information from an Electronic Health Record in accordance with the HITECH Amendment. §3. PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE. Business Associate may use and disclose PHI as set forth in this Section. 3.1 Except as otherwise limited in this Agreement, Business Associate may use or disclose PHI to perform functions, activities, or services for or on behalf of Covered Entity as specified in the underlying service agreement between Covered Entity and Business Associate, provided that such use or disclosure shall not violate the Privacy Rule if done by Covered Entity or the minimum necessary policies and procedures of the Covered Entity. If no underlying service agreement exists between Covered Entity and Business Associate, Business Associate may use or disclose PHI to perform functions, activities, or services for or on behalf of Covered Entity for the purposes of payment, treatment, or health care operations as those terms are defined in the Privacy Rule, provided that such use or disclosure shall not violate the Privacy Rule if done by Covered Entity or the minimum necessary policies and procedures of the Covered Entity. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004560 Page 60 40AKLANDPW OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-868-06111 purchasing@oakgov.com 3.2 Except as otherwise limited in this Agreement, Business Associate may use PHI for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate. 3.3 Except as otherwise limited in this Agreement, Business Associate may disclose PHI for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate, provided that disclosures are Required by Law or Business Associate obtains reasonable assurances in writing from the person to whom the information is disclosed that: (a) the disclosed PHI will remain confidential and will be used or further disclosed only as Required by Law or for the purpose for which it was disclosed to the person and (b) the person notifies the Business Associate of any known instances in which the confidentiality of the information has been breached. 3.4 Except as otherwise limited in this Agreement, Business Associate may use PHI to provide data aggregation services to Covered Entity as permitted by 45 CFR 164.504(e)(2)(i)(B). 3.5 Business Associate may use PHI to report violations of law to appropriate federal and state authorities, consistent with 45 CFR 164.5020)(1). §4. OBLIGATIONS OF COVERED ENTITY. 4.1 Covered Entity shall notify Business Associate of any limitation(s) of Covered Entity in its notice of privacy practices in accordance with 45 CFR 164.520, to the extent that such limitation may affect Business Associate's use or disclosure of PHI. 4.2 Covered Entity shall notify Business Associate of any changes in or revocation of permission by an Individual to use or disclose PHI, to the extent that such changes may affect Business Associate's use or disclosure of PHI. 4.3 Covered Entity shall use appropriate safeguards to maintain and ensure the confidentiality, privacy and security of PHI transmitted to Business Associate pursuant to this Agreement, the Contract, and the Privacy Rule, until such PHI is received by Business Associate, pursuant to any specifications set forth in any attachment to the Contract. 4.4 Covered Entity shall manage all users of the services including its qualified access, password restrictions, inactivity timeouts, downloads, and its ability to download and otherwise process PHI. 4.5 The Parties acknowledge that Covered Entity owns and controls its data. 4.6 Covered Entity shall provide Business Associate with a copy of its notice of privacy practices produced in accordance with 45 CFR Section 164.520, as well as any subsequent changes or limitation(s) to such notice, to the extent such changes or limitations may effect Business Associate's use or disclosure of PHI. Covered Entity shall provide Business Associate with any OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004560 Page 61 COAKLANDFT OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-868-05111 purchasing@oakgov.com changes in or revocation of permission to use or disclose PHI, to the extent the changes or revocation may affect Business Associate's permitted or required uses or disclosures. To the extent that the changes or revocations may affect Business Associate's permitted use or disclosure of PHI, Covered Entity shall notify Business Associate of any restriction on the use or disclosure of PHI that Covered Entity has agreed to in accordance with 45 CFR Section 164.522. Covered Entity may effectuate any and all such notices of non -private information via posting on Covered Entity's web site. §5. EFFECT OF TERMINATION. 5.1 Except as provided in Section 5, upon termination of this Agreement or the Contract, for any reason, Business Associate shall return or destroy (at Covered Entity's request) all PHI received from Covered Entity or created or received by Business Associate on behalf of Covered Entity. This provision shall apply to PHI that is in the possession of subcontractors or agents of Business Associate. Business Associate shall retain no copies of PHI. 5.2 If Business Associate determines that returning or destroying the PHI is infeasible, Business Associate shall provide to Covered Entity written notification of the conditions that make return or destruction infeasible. Upon receipt of written notification that return or destruction of PHI is infeasible, Business Associate shall extend the protections of this Agreement to such PHI and shall limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such PHI, which shall be for a period of at least six (6) years. §6 MISCELLANEOUS. 6.1 This Agreement is effective when the Contract is executed or when Business Associate becomes a Business Associate of Covered Entity and both Parties sign this Agreement, if later. However, certain provisions have special effective dates, as set forth herein or as set forth in HIPAA or the HITECH Amendment. 6.2 Re¢ulatory References. A reference in this Agreement to a section in the Privacy Rule or Security Rule means the section as in effect or as amended. 6.3 Amendment. The Parties agree to take action to amend this Agreement as necessary for Covered Entity to comply with the Privacy and Security requirements of HIPAA. If the Business Associate refuses to sign such an amendment, this Agreement shall automatically terminate. 6.4 Survival. The respective rights and obligations of Business Associate and Covered Entity under this Agreement shall survive the termination of this Agreement and/or the Contract. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004560 Page 62 ®AK u `+N-` � OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COU N T Y MICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-05111 purchasing@oakgov.com EXHIBIT IV FEDERALLY FUNDED CONTRACT REQUIREMENTS Exhibit IV sets forth additional provisions for all federally -funded contracts. To the extent that this Contract is funded, in whole or in part, by any federal award, the following provisions apply: A. Termination. In addition to the termination rights set forth in Section 4 of this Contract, the County may terminate this Contract, in whole or in part, for cause upon notice to Contractor if Contractor breaches any duty or obligation in the Contract and fails to cure the breach, to the County's satisfaction, if applicable. A.1 Right to Cure. If the Contractor breaches the Contract, and the County, in its sole discretion, determines that the breach is curable, then the County must provide the Contractor with written notice of the breach and a time period (not less than thirty (30) days) to cure the breach. The notice of breach and opportunity to cure do not apply in the following circumstances: (1) for successive or repeated breaches; (2) if the County determines in its sole discretion that the breach poses a serious and imminent threat to the health or safety of any person or the imminent loss, damage, or destruction of any real or tangible personal property; or (3) if the County terminates the Contract under this Section or Section A.1 above. The effective date for termination or cancellation shall be clearly stated in the written notice. A.2 Termination Deemed for Convenience. If the County terminates the Contract for cause and it is determined, for any reason, that Contractor was not in breach of Contract, then the termination for cause shall be deemed a termination for convenience, effective as of the same date specified in the notice of breach. B. Contractor's Obligations Uuon Termination for Cause. If the Contract is terminated for cause, the County may require Contractor to pay all costs incurred by the County in terminating the Contract, including but not limited to, administrative costs, reasonable attorneys' fees, court costs, and any reasonable additional costs the County may incur to procure the Deliverables required by the Contract from other sources. Re -procurement costs are not consequential, indirect or incidental damages and cannot be excluded by any other terms included in the Contract; however such costs shall not exceed 50% of the County's financial obligation under this Contract. C. Compliance with Laws. Contractor shall comply with the following, if applicable: CA The Davis -Bacon Act (40 U.S.C. 3141-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"); C.2 The Copeland "Anti -Kickback" Act (40 U.S.C. 3145 et seq.), as supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"); OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004560 Page 63 �, OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-05111 purchasing@oakgov.com C.3 The Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708) as supplemented by Department of Labor regulations (29 CFR Part 5): CA The requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency; C.5 All applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-767lq) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387); C.6 All mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. 6201 et seq.); and C.7 The Byrd Anti -Lobbying Amendment (31 U.S.C. 1352 et seq. ) D. Debarment and Suspension. Contractor certifies that it is not listed on the government -wide Excluded Parties List System in the System for Award Management (SAM). Contractor must promptly notify the County, if Contractor is listed in SAM at any time during the term, renewal, or extension of this Contract. If Contractor is listed in SAM, the County may terminate or cancel this Contract, in whole or in part, immediately, upon notice to Contractor. E. Eaual Emplovment Opportunity. If this Contract meets the definition of "Federally Assisted Construction Contract" under 41 CFR Part 60-1.3, then during the performance of this Contract, Contractor agrees as follows: E.1 The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. E.2 The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive considerations for employment without regard to race, color, religion, sex, or national origin. E.3 The Contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Contractor's commitments under OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004560 Page 64 o, �'�'' " `�� OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-06111 purchasing@oakgov.com this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. E.4 The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. E.5 The Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. E.6 In the event of the Contractor's noncompliance with the nondiscrimination clauses of this Contract or with any of the said rules, regulations, or orders, this Contract may be cancelled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. E.7 The Contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: Provided, however, that in the event a Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency the Contractor may request the United States to enter into such litigation to protect the interests of the United States. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004560 Page 65 Resolution #20361 September 3, 2020 Moved -by -Gershenson -seconded -by -Zack -the resolutions on the amended Consent Agenda be adopted (with accompanying reports being accepted). AYES: Hoffman, Jackson, Kochenderfer, Kowall, Kuhn, Long, Luebs, Markham, McGillivray, Middleton, Miller, Nelson, Powell, Quarles, Spisz, Taub, Weipert, Woodward, Zack, Gershenson, Gingell. (21) NAYS: None. (0) A sufficient majority having voted in favor, the resolutions on the amended Consent Agenda were adopted (with accompanying reports being accepted). i,, �I • r i I HEREBY APPROVE THIS RESOLUTION CHIEF DEPUTY COUNTY EXECUTIVE ACTING PURSUANT ID MCL 45.559A (7) STATE OF MICHIGAN) COUNTY OF OAKLAND) I, Lisa Brown, Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true and accurate copy of a resolution adopted by the Oakland County Board of Commissioners on September 3, 2020, with the original record thereof now remaining in my office. In Testimony Whereof, I have hereunto set my hand and affixed the seal of the Circuit Court at Pontiac, Michigan this 3rd day of September, 2020. p /'rte leweAe�0- 1 Lisa Brown, Oakland County