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Resolutions - 2021.03.11 - 34218
MISCELLANEOUS RESOLUTION #21062 March 11, 2021 BY: Commissioner Gwen Markham Chairperson, Finance Committee IN RE: MANAGEMENT AND BUDGET - MAXIMUS CONSULTING SERVICES INC. CONTRACT #004720 EXTENSION THROUGH MARCH 31, 2022 To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS Oakland County currently has a contract with Maximus Consulting Services Inc. for the County -Wide Central Services Indirect Costs Allocation Plan; and WHEREAS the current contract #004720 with Maximus Consulting Services Inc. was executed on 04/01/2016; and WHEREAS the current contract between Oakland County and Maximus Consulting Services Inc. expires on 03/31/2021; and WHEREAS Maximus Consulting Services Inc. offered Oakland County a one-year contract extension at the same pricing of $25,900 per year (no price increase); and WHEREAS the Department of Management & Budget recommends the one-year extension given the pricing is reasonable (same annual cost as the past 5 years), the prior Request for Proposal resulted in few responses given the limited companies that provide this service, limit additional changes to structure during the Workday implementation, and the ability to leverage the existing indirect cost allocation model/tools that results in approximately $9,100,000 annually in indirect costs revenue for the General Fund through eligible charges to various special revenue and proprietary funds; and WHEREAS the Purchasing Terms and Conditions in Section 2400.6 Duration of Contracts and under Procedure states "The Board of Commissioners shall approve contracts beyond five years." NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners approves the one-year contract extension with Maximus Consulting Services Inc through March 31, 2022. BE IT FURTHER RESOLVED that no budget amendment is required as the cost for Indirect Cost Allocation Plan services is within the existing Department of Management and Budget/Fiscal Services Division operating budget. Chairperson, on behalf of the Finance Committee, I move adoption of the foregoing resolution. Commissioner Gwen Markham, District #9 Chairperson, Finance Committee FINANCE COMMITTEE VOTE: Motion carried unanimously on a roll call vote. r OAKLAND C O U NTY M I C H I G AN COMPLIANCE OFFICE PURCHASING Buyer: Scott Guzzy OAKLAND COUNTY EXECUTIVE. L. BROOKS PATTERSON CONTRACT NUMBER: 004720 Compliance Office I Purchasing 248-858-0511 1 purchasing@oakgov.com Event # 003561 CONTRACT between the COUNTY OF OAKLAND and CONTRACTOR Not To Exceed Amount: $129,500.00 I Effective Date: 4/1/2016 I Expiration Date: 3/31/2021 Contract Indirect Cost Allocate Plan-P Description: Contractor Information: Maximus Consulting Services Inc Lauren Fujioka 11419 Sunset Hills Rd Reston, Va.20190 Vendor No: 16513 Compliance Office Purchasing Information: Buyer: Scott Guzzy Oakland County 2100 Pontiac Lake Rd Bldg 41 W Waterford, MI 48328-0462 248-858-0511 purchasing@oalcgov.com The Parties agree to the attached terns and conditions: FOR THE CONTRACTOR: SIGN: Lauren FuNka FOR THE COUNTY: Contract Administrator (If Different): Contract Administrator Oakland County Using Department: Lynn Sonkiss Manager Fiscal Services 2100 Pontiac lake Rd. Waterford, Mi. 48328 L,vnn Sonkiss Scott N..._Quzz�t.- SIGN: Lrm somas (Avg 18, 20lb) SIGN: scat! N eUz=v (Api 10, 2016) Contract Administrator Pamela L. Weipert, CPA, CIA, Compliance Officer or Scott N. Guzzy, CPPO, MBA, Purchasing Admin aec OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/09/30(v2) CONTRACT NUMBER 004720 Page 1 )%NDr OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 purchasin g@oakgov.com p g@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 Obliaations Section 6. Contractor's Warranties and Assurances Section 7. Liability Section 8. Contractor Provided Insurance Section 9. Intellectual Property and Confidentialitv Section 10. General Terms and Conditions §l. 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 representative or official capacities. Rev 2015/09/30(v2) OAKLAND COUNTY COMPLIANCE OFFICE -PURCHASING CONTRACT NUMBER 004720 Page 2 COAKLAN& OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858.0511 1 purchasing@oakgov.com Contractor Employee shall also include any person who was a Contractor Employee at any time during the term of this Contract but, for any reason, is no longer employed, appointed, or elected in that capacity. 1.8. "Contract Documents" mean the following documents, which this Contract includes and incorporates: Exhibits (Annlicahle if Checked). 1.8.1. ® Exhibit I: Contractor Insurance Requirements 1.8.2. ❑ Exhibit 11: Business Associate Agreement (Health Insurance Portability and Accountability Act Requirements) 1.8.3. ❑ Exhibit III: Federally Funded Contract Requirements 1.8.4. ❑ Exhibit IV: County Service marks Licensed to Contractor 1.8.5. ❑ Exhibit V: Software License 1.8.6. ® Exhibit VI: Scope of Contractor Deliverables/Financial Obligations L9. "County" means the County of Oakland, a Municipal and Constitutional Corporation, its departments, divisions, authorities, boards, committees, and "County Agents" as definedbelow. 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 VI. 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: httos://e-verifv.uscis. aov/eni oll. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/09/30(v2) CONTRACT NUMBER 004720 Page 3 COAKLANDT_--:;�® OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY M I C H IGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com 1.17. "Intellectual Property" means any developments, improvements, designs, innovation, and materials that may be the subject of a trademark/servicemark, copyright, patent, trade secret, or Proprietary Information. 1.18. "Iran -Linked Business" is defined in the Michigan Compiled Laws (MCL), specifically MCL 129,312, being Section 2 of Public Act 517 of 2012. 1.19. "Not to Exceed Amount" means the dollar amount listed on the first page of this Contract, unless amended. The "Not to Exceed Amount" is not the County's financial obligation under this Contract, but the maximum amount that can be paid to Contractor during the term of this Contract. 1.20. "Proposal" means Contractor's response or bid to the County's Request for Proposal, Request for Qualifications, or Request for Quotes. 1.21. "Proprietary Information" means ideas, concepts, inventions, and processes related to the development and operation of computer software and systems such as source code, object code, security procedures, and passwords. 1.22. "Purchase Order" means the County's written request to Contractor for Deliverables pursuant to this Contract. The Purchase Order may include terms regarding delivery schedule, payment, and transportation. 1.23. "Purchasing" means the Purchasing Unit of the Oakland County Compliance Office. §2. CONTRACT TERM AND RENEWAL, 2.1. Contract Term. This Contract shall begin on the Effective Date and shall end on the Expiration Date. 2.2. Contract Renewal. Unless otherwise provided herein, the Parties are under no obligation to renew or extend this Contract after the Expiration Date. This Contract may only be extended by an Amendment. 2.3. Le¢al 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 Purch2se Order issuance. Purchasing shall issue this Contract and any Purchase Orders that may be required. Purchasing is the sole point of contact in the County regarding all procurement and contractual matters relating to this Contract and any Purchase Orders. Purchasing is the only County office/department authorized to make any Amendments to this Contract or Purchase Orders. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/09/30(v2) CONTRACT NUMBER 004720 Page 4 COAKLANUF OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com 3.2. $yrchase 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. Pruiect Managers. Each Party may designate an employee or agent to act as a Project Manager. If Project Managers are selected, they shall be listed in Exhibit VI and their duties shall be set forth in Exhibit VI. Unless otherwise stated in Exhibit VI, the County's Project Manager has no authority to amend this Contract, 3.4. Contract Administrators. The County shall designate an employee or agent to act as Contract Administrator(s). Contractor may designate its employee or agent to act as Contract Administrator(s). The Contract Administrators shall be listed on the first page of this Contract. The County's Contract Administrator(s) shall be responsible for monitoring and coordinating day-to-day activities under this Contract, reviewing Deliverables and invoices, and submitting requests for Amendments to Purchasing. The County's Contract Administrator(s) have no authority to amend this Contract. 3.5. Contract Amendments. All Amendments to this Contract must be in writing. This Contract shall not be amended by any packing slip, Purchase Order, invoice, click through license agreement, or Contractor policies or agreements published on Contractor's website or otherwise. Amendments to this Contract shall be issued only by Purchasing. The Amendment shall be effective when signed by an authorized Contractor Employee and an authorized County Agent. 3.6. Unauthorized Changes. Contract changes shall not be effective until 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 1 through 10 of this Contract shall prevail and take precedence over any allegedly conflicting provisions in all Contract Documents, Exhibits, Purchase Orders, Amendments, and other documents expressly incorporated herein. Terms and conditions contained in Contractor invoices, packing slips, receipts, acknowledgments, click -through licenses, and similar documents shall not change the terms and conditions of this Contract. §4. CONTRACT TERMINATION 4.1. County Termination, In addition to any other legal rights the County may have to terminate or cancel this Contract, the County may terminate the Contract as follows: Rev 2015109130(v2) OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004720 Page 5 COAKLAN OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICH IGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858.0511 1 purchasing@oakgov.com 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. 4.1.3. Termination for Cause. The County may terminate or cancel this Contract, in whole or part, upon thirty (30) Days written notice to the Contractor, if the Contractor 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 Contractor. 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. Coun 's ON ations Unon 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 Ohli¢ations Uoon 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. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/09/30(v2) CONTRACT NUMBER 004720 Page 6 MOAKLAN6 ^® OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com 4.5. Assumntion of Subcontracts. If Contractor is in breach of this Contract and the County terminates this Contract, then the County 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 VI, any Purchase Orders, or any Amendments to this Contract. 5.2. bg1tware License, If this Contract includes a Software License as described in Exhibit V, then the Parties shall follow the terms and conditions therein. 5.3. Financial Obligations. Except as otherwise set forth in this Contract, the County's sole financial obligation under this Contract shall be set forth in Exhibit VI. The amount and manner of payment of the financial obligation shall be set forth in Exhibit VI or a Purchase Order. 5.4. Pavment Obligations. Except as otherwise set forth in Exhibit VI, 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. Unless otherwise set forth in Exhibit VI, the County shall only pay Contractor for Deliverables under this Contract and not any subcontractors or assignees of Contractor. 5.5. Not to Exceed Amount. The amount due and owing to Contractor, under this Contract, shall not exceed the "Not to Exceed Amount." If Contractor can reasonably foresee that the total financial obligation for the Contract will exceed the "Not to Exceed Amount," then Contractor shall provide Purchasing with notice of this fact at least ten (10) Days before this event. 5.6. No Obligation for Penalties/Costs/Fines. The County shall not be responsible for any cost; fee; fine; penalty; or direct, indirect, special, incidental, or consequential damages incurred or suffered by Contractor in connection with or resulting from the performance of this 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. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/09/30(v2) CONTRACT NUMBER 004720 Page 7 COAKLANDF® OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON cc U N T Y M I C H I G AN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com §6. CONTRACTOR'S WARRANTIES AND ASSIJRANCES 6.1. Full Knowledge of Contract F.xnectations. 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 Renresentations. 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. 63. 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 Comnliance, 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 F,xnenses. 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. Equipment and Sunnlies. 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 Emnlovees. 6.7.1. Number and Onalifications of Contractor Emnlovees, 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 Sunervision of Contractor Emnlovees. 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 Pern Pl atshe rniantsTNIV.gouest. 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 OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/09/30(v2) CONTRACT NUMBER 004720 Page 8 MOAKLAND OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858.0611 1 purchasing@oakgov.com effected by the removal will be adjusted accordingly. Contractor shall incur no liability as a result of the delay caused by the County. 6.7.4. Contractor Emnlovee 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. Rack round Checks. At the County's request, Contractor Employees performing work under this Contract shall be subject to a background check by the County. The scope of the background check is at the discretion of the County and the results will be used to determine Contractor Employee's eligibility to perform work under this Contract. Any request for background checks will be initiated by the County and will be reasonably related to the type of work requested. Contractor and Contractor Employees shall provide all information or documents necessary to perform the background check. 6.7.6. Compliance with County Securitv Policies and Use Policies. Contractor shall require all Contractor Employees, performing services under this Contract, to comply with the County's security and acceptable use policies for County property (tangible and intangible), equipment, resources, facilities, and systems which have been provided to Contractor prior to the Effective Date herein. Contractor shall not be required to abide by any such security or use policies for which it has not been explicitly made aware of. 6.7.7. Contractor Emnlnvee Fxnenses. All Contractor Employees shall be employed at the Contractor's sole expense (including employment -related taxes and insurance). Contractor warrants that all Contractor Employees performing services under this Contract shall fully comply with and adhere to the terns 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 Comnliance with the Patient Protectinn and Affordable Care Act. If Contractor is subject to the Patient Protection and Affordable Care Act ("ACA"), PL 111-148, 124 Stat 119, then Contractor shall ensure that all Contractor Employees, under assignment to the County, and their dependents, as defined by the ACA, are provided with or have access to insurance as required by the ACA. If Contractor is subject to the ACA, Contractor warrants it offers group health coverage to Contractor Employees and their dependents that is affordable, that provides minimum essential coverage and value, and that each offer of coverage meets the timing requirements of the ACA. Contractor warrants, whether or not it is subject to the ACA, that it will pay all applicable fees, taxes, or fines, as set forth in the employer mandates of the ACA under Tax Code §498011 and related regulations for any Contractor Employee, whether the fee, tax, or fine is assessed against the Contractor or the County. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/09/30(v2) CONTRACT NUMBER 004720 Page 9 COAKLAN&?_-�o OAKLAND COUNTY EXECUTIVE, L BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com 6.8. Acknowledgment of Independent Contractor Status, 6.8.1. 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. Contractor shall ensure that Contractor Employees are apprised of their status as and the limitations independent contractors of this status. 6.8.2. Contractor/Contractor Emnlovee Renresentations. Contractor and/or Contractor Employees shall not represent themselves as County employees. Contractor shall ensure that Contractor Employees do not represent themselves as County employees. 6.8.3. County Benefits and Plans. Contractor and Contractor Employees shall not be entitled to participate in any County employee benefit plans and programs, including but not limited to, retirement, deferred compensation, insurance (including without limitation, health, disability, dental, and life), and vacation pay. This limitation includes access to benefit plans and programs that are not described by a written plan. 6.8.4. County Reliance. The County entered into this Contract in reliance of the representations made by Contractor regarding its understanding of the role of independent contractors, its stated relationship to Contractor Employees, and other representations Contractor has made regarding the management and performance oversights of Contractor Employees. 6.9. Permits and Licenses. Contractor shall be responsible for obtaining and maintaining, throughout the term of this Contract, all licenses, permits, certificates, governmental authorizations, and business/professional licenses necessary to perform this Contract. Upon request by the County, Contractor shall furnish copies of any permit, license, certificate, or governmental authorization necessary to perform this Contract. 6.10. E-Verify. In accordance with Miscellaneous Resolution No.09116 (BOC Minutes, July 30, 2009, pp 37-38), unless otherwise exempted, all service contractors who wish to contract with the County to provide services must first certify they have registered with, will participate in, and continue to utilize, once registered, the E-Verify Program (or any successor program implemented by the federal government or its departments or agencies) to verify the work authorization status of all newly hired employees employed by the Contractor. Breach of this term or condition is considered a material breach of this Contract. Contractor's execution of this Contract constitutes a certification that they are authorized to certify on behalf of Contractor and do hereby certify on behalf of Contractor that the Contractor has registered with, has and will participate in, and does and will continue to utilize once registered and throughout the term of this Contract and any permissible extension hereof, the E-Verify Program (or any successor program implemented by the federal government or its departments or agencies) to verify the work authorization status of all newly hired employees employed by the Contractor. 6.11. Iran -Linked Business Certification. Contractor certifies that it is not an Iran -Linked Business. Contractor further certifies that it was not an Iran -Linked Business at the time it Rev 2015/09/30(v2) OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004720 Page 10 40AKLAND ® 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 248-858-0511 1 purchasing@oakgov.com submitted its Proposal for this Contract. Contractor must promptly notify the County, if Contractor becomes an Iran -Linked Business at any time during this Contract. 6.12. Taxes- 6.12.1. Contractor Taxes. Contractor shall collect and pay its local, state, and 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. 6.12.2. County Tax-F,xemnt. The Comity 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. 6.13. Warranty for Services. Contractor warrants that all Deliverables that are services shall be performed in compliance with all applicable laws, statutes, regulations, ordinances, and professional standards. 6.14. Warranty for Goods. Intentionally omitted. 6.14.1. Warranty of Merchantahilitv. Intentionally omitted. 6.14.2. Warrantv of Fitness for a Particular Purnose. Intentionally omitted. 6.14.3. Warrantv of Title. Intentionally omitted. 6.15. Resnonw to Legal Reguest for County Datg, 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. §7. LIABILITY 7.1. Contractor Indemnification. Contractor shall indemnify, defend, and hold the County harmless from all third -party Claims, incurred by the County by any person or entity, which are caused directly from the negligent or willful 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. Contractor shall not be liable, whether in whole or in part, for the negligent or willful acts or omssions of the County. 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. 7.3. Data Accuracv. Contractor shall provide guidance to the County in determining the data required. The County represents that all financial and statistical information provided to Contractor by County, its employees and/or agents is accurate and complete to the best of County's knowledge. The County further acknowledges and agrees that Contractor shall be entitled to rely upon the accuracy and completeness of the data to perform the Services. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/09/30(v2) CONTRACT NUMBER 004720 Page 11 o,AKLA AIL.." ® OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com County shall provide all such data in a timely manner sufficient to allow Contractor to provide the Services. Contractor shall have no liability to County whatsoever if County provides incomplete or inaccurate data or provides data in an untimely manner. 7.4. Limitation of Liahility. County agrees that Contractor's total liability to County for any and all damages whatsoever arising out of, or in any way related to, this Agreement from any cause, including but not limited to negligence, errors, omissions, strict liability, breach of contract or breach of warranty shall not, in the aggregate, exceed $ 129,500.00. In no event shall Contractor be liable for indirect, special, incidental, economic, consequential or punitive damages, including but not limited to lost revenue, lost profits, replacement goods, loss of technology rights or services, loss of data, or interruption or loss of use of software or any portion thereof regardless of the legal theory under which such damages are sought even if Contractor has been advised of the likelihood of such damages, and notwithstanding any failure of essential purpose of any limited remedy. 7.5. Contractor Liabilitv if Audited. Contractor shall, upon notice of audit, make work papers and other records available to the auditors. Contractor's sole responsibility under an audit shall be to provide reasonable assistance to County through the audit and to make changes to the work product required as a result of the audit. Contractor shall not be liable for any audit disallowances or any missed or lost revenue associated with, or related to, the Services, regardless of cause. 7.6. L&ation Reimbursement. If Contractor is requested or authorized by County, or is required by government regulation, a regulatory agency, subpoena, or other legal process; to produce Contractor deliverables, documents, records, working papers, or personnel for testimony or interviews as a direct result of this Agreement or any services provided hereunder, County will reimburse Contractor all reasonable Contractor expenses, including, but not limited to, attorneys' fees, court costs and travel expenses, incurred in responding to such requests incurred by Contractor employees. The foregoing does not diminish or negate Contractor's obligation to negotiate and defend all cost allocation plans and State mandated cost claims as specifically provided for under the Description of Services contained herein. §8. CONTRACTOR PROVIDED INSITRANCF,, At all times during this Contract, Contractor shall obtain and maintain insurance according to the specifications listed in Exhibit I. §9. INTELLF,CTIIAI. PROPERTY AND CONFIDENTIALITY 9.1. Contractor Ilse of Confidential Information/County Data. Contractor and/or Contractor Employees shall not reproduce, provide, disclose, or give access to Confidential Information or County Data to any Contractor Employee not having a legitimate need to know the Confidential Information or County Data or to any third -party. Contractor and Contractor Employees shall only use the Confidential Information and County Data for performance of this Contract. Notwithstanding the foregoing, Contractor may disclose the Confidential Information or County Data if required by law, statute, or other legal process; provided that Contractor: (a) gives the County prompt written notice of the impending disclosure, (b) Rev 2015/09/30(v2) OAKLAN D COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004720 Page 12 "OAKLANIY OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON CO U NTY M I C H I G AN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858.0511 1 purchasing@oakgov.com 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 County Servicemarks, If this Contract involves the use of County servicemarks to perform this Contract, then Contractor is granted a license to use the servicemarks listed in Exhibit W. Contractor shall only use the servicemarks as directed by the 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 first developed by Contractor while providing Deliverables to the County are 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 in performance of 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. 9.4.1. To the extent that the Services provided by Contractor are generated by Contractor's proprietary software, nothing contained herein is intended nor shall it be construed to require Contractor to provide such software to County. County agrees that it has no claims of ownership, including copyright, patents, or other intellectual property rights to Contractor's software. Nothing in this Agreement shall be construed to grant County any rights to OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/09/30(v2) CONTRACT NUMBER 004720 Page 13 _ COAKL OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY M ICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 I purchasing@oakgov.com Contractor's materials created prior to the execution of this Agreement. All of the deliverables under this Agreement are specifically set out herein. 9.5. Use of Counter 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. imnlementation 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. 9.5.4. Ohligations unon 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. §10. GENERAL TERMS AND CONDITIONS 10.1, Access to Countv Pronertv 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 County Pronertv 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 OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/09/30(v2) CONTRACT NUMBER 004720 Page 14 COAKLANDF® OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON C O U NTY M I C H I G AN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com 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 County Pronertv or Facilitjgg,,, Contractor shall be responsible for any damage to any County properly 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 Pronerty. 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 Suspend Contract Performance. Upon written notice, the County may require Contractor to suspend performance of this Contract if Contractor has failed to comply with federal, state, or local laws or any requirements contained in this Contract. The right to suspend performance of this Contract is in addition to the County's right to terminate and/or cancel this Contract. The County shall incur no penalty, expense, or liability to Contractor if the County suspends performance of this Contract under this Section. 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. 10.9. Conflict of interest. Pursuant to Public Act 317 and 318 of 1968, as amended (MCL 15.301, et seq. and MCL 15.321, et seq.), no contracts shall be entered into between the County and any County Agent. To avoid any real or perceived conflict of interest, Contractor shall identify any Contractor Employee or relative of Contractor's Employees who are presently employed by the County. Contractor shall give the County notice if there are any County Agents or relatives of County Agents who are presently employed by Contractor. 10,10. Access and Records. Contractor will maintain accurate books and records in connection with performance of this Contract for thirty-six (36) months after the end of this Contract and Contractor shall provide the County with reasonable access to such books and records, upon request. 10.11. Audit. The County or an independent auditor hired by the County may perform contract audits (in its sole discretion) and shall have the authority to access all pertinent records and data and to interview any Contractor Employee during the term of this Contract and for a period of three years after final payment. Contractor shall explain any audit findings, questioned costs, or other Contract compliance deficiencies to the County within thirty (30) Business Days of receiving the draft audit report. Contractor's written response shall include all necessary documents and information that refute the draft audit report and an action plan to resolve the audit findings. A copy of Contractor's response will be included in the final report. Failure by Rev 2015/09/30(v2) OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004720 Page 15 COAKL , y® OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248.858-0511 1 purchasing@oakgov.com Contractor to respond in writing within thirty (30) Business Days shall be deemed acceptance of the draft audit report and will be noted in the final report. 10.12. Assi¢nmentss/Delenations/Subcontracts, 10.12.1. Prior Written Consent Required. Except by operation of law, neither Party may assign, delegate, or subcontract any of its duties, obligations, or rights under this Contract without the prior written 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. 10.12.2. Flow Down Clause Reauired. 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. 10.12.3. Contractor Resnansihility for AssiL3ns/Dele¢ateS/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. 10.12.4. Performance Reauired. 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. 10.13. Non -Exclusive Contract, This Contract is a non-exclusive agreement. No provision in this Contract limits or is intended to limit, in any way, Contractor's right to offer and provide its services to the general public, other business entities, municipalities, or governmental agencies during or after the term of this Contract. Similarly, the County may freely engage other persons to perform the same work that Contractor performs. Except as provided in this Contract, this Contract shall not be construed to guarantee Contractor or any Contractor Employee any fixed or certain number of Deliverables. 10.14. No Third -Party Beneficiaries. Except as provided for the benefit of the Parties, this Contract does not and is not intended to create any obligation, duty, promise, contractual right or benefit, right to be indemnified, right to be subrogated to the Parties' right in this Contract, or any other right in favor of any other person or entity. 10.14.1. Survival of Terms and Conditions, The following terms and conditions shall survive and continue in full force beyond the termination or cancellation of this Contract (or any part Rev 2015/09/30(v2) OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004720 Page 16 COAKILANDF® OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON CO U NTY M I CHI G AN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 purchasin p g@oakgov.com g@oakgov.com 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. 10.15. Reservation of Rights, This Contract does not, and is not intended to impair, divest, delegate, or contravene any constitutional, statutory, or other legal right, privilege, power, obligation; duty, or immunity of the County. 10.16, Comnliance with Laws. Contractor shall comply with all federal, state, and local laws, statutes, ordinances, regulations; insurance policy requirements, and requirements applicable to its activities under this Contract. 10.17. Force 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; (t) natural disasters; (g) strikes, lockouts, work stoppages, or other labor difficulties; or (h) compliance with law. Reasonable notice shall be given to the affected Party of such event. Contractor is expected, through insurance or 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. 10.18. Notices. 10.18.1. Written Notice. All notices required under this Contract shall be in writing. Notices shall be effective: (a) the next Business Day, if personally delivered; (b) the third Business Day, if sent by U.S. mail, postage prepaid, return receipt requested; (c) the next Business Day, if sent by a nationally recognized overnight express courier with a reliable tracking system; or (d) the next Business Day with a receipt of confirmation, if sent by e-mail or fax. 10.18.2. Notice to Contractor. Unless otherwise specified, Notice to Contractor shall be addressed to the Contract Administrator listed on the first page of this Contract. 10.18.3. Notice to County. Unless otherwise specified herein, Notice to the County shall be addressed to Purchasing, the County Project Manager (if applicable), and the County Contract Administrator(s) listed on the first page of this Contract. 10.19. Cagtions. 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. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/09/30(v2) CONTRACT NUMBER 004720 Page 17 c- _m COAKLAND; COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office I Purchasing 248-858-0511 1 purchasing@oakgov.com 10.20. Waiver. Waiver of any term or condition under this Contract must be in writing and notice given pursuant to this Contract. No written waiver, in one or more instances, shall be deemed or construed as a continuing waiver of any term or condition of this Contract. No waiver by either Party shall subsequently affect its right to require strict performance of this Contract. 10.21. Cumulative Remedies. A Party's exercise of any remedy shall not preclude the exercise of any other remedies, all of which shall be cumulative. A Party shall have the right, in its sole discretion, to determine which remedies are to be exercised and in which order. 10.22. Severabilitv. If a court of competent jurisdiction finds a term or condition of this Contract to be illegal or invalid, then the term or condition shall be deemed severed from this Contract. All other terms or conditions shall remain in full force and effect. Notwithstanding the above, if Contractor's promise to indemnify or hold the County harmless is found illegal or invalid, Contractor shall contribute the maximum it is permitted to pay by law toward the payment and satisfaction of any Claims against the County. 10.23. Dispute Resolution. All disputes arising under or relating to the execution, interpretation, performance, or nonperformance of this Contract involving or affecting the Parties may first be submitted to the respective Project Manager (if applicable) and Contract Administrators for possible resolution. 10.24. Governinu 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 50'h 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. 10.25. Fntire 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. Rev 2015/09/30(v2) OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004720 Page18 OAKLAND ` W OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248.858-0511 urchasin � p g@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 as an Additional Insured and the Contractor as Insured against covered Claims, as defined in the insurance policies being required herein. The insurance shall be written for not less than any minimum coverage herein specified. Primary Coverages Commercial General Liability Occurrence Form including: (a) Premises Operations; (b) Products and Completed Operations ; (c) Personal and Advertising Injury; (d) Broad Form Property Damage; (e) Independent Contractors; (f) Contractual Liability; $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. Fully Insured. 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 Contractor's 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. Rev 2015/09/30(v2) OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004720 Page 19 OAK " `L' OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON C O U NTY M I C H I G AN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com Sunnlemental Coveranes (Reauired as Checked) 1. 0 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. ® Cyber Liability Insurance with minimum limits of $1,000,000 per claim and $1,000,000 aggregate. General Insurance Conditions The aforementioned insurance shall contain the following terms, conditions, and/or endorsements. All certificates of insurance shall evidence the insurance policies required and any required endorsements. 1. All policies of insurance shall be on a primary, non-contributory basis with any other insurance or self-insurance carried by the County; 2. The insurance company(s) issuing the policy(s) shall have no recourse against the County for subrogation (policy endorsed written waiver), premiums, deductibles, or assessments under any form. All policies shall be endorsed to provide a written waiver of subrogation in favor of the County; 3. Any and all deductibles or self -insured retentions shall be assumed by and be at the sole risk of the Contractor; 4. Contractors shall be responsible for their own property insurance for all equipment and personal property used and/or stored on County property; 5. The Commercial General Liability and Commercial Automobile Liability policies shall be endorsed to include 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 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 endorsements; and 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 2015/09/30(v2) CONTRACT NUMBER 004720 Page 20 IDAKLA D. OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com EXHIBIT II Page Intentionally Left Blank OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/09/30(v2) CONTRACT NUMBER 004720 Page 21 OAKLANIY OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON C O U N T Y M I C H I G A N COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com EXHIBIT III Page Intentionally Left Blank OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/09/30(v2) CONTRACT NUMBER 004720 Page 22 COAKLANUF- COUNTY MICHIGAN OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com EXHIBIT VI: SCOPE OF CONTRACTOR DELIVERABLES / FINANCIAL OBLIGATIONS The County will require the successful firm to perform the following services: A. County -Wide Central Services Indirect Cost Allocation Plan 1. To prepare the FY 2015, FY 2016, FY 2017, FY 2018 and FY 2019 County -Wide Central Services Indirect Cost Allocation Plan in accordance with Federal Office of Management and Budget (OMB) 2 CFR Part 200, Subpart E Cost Principles and Subpart F Audit Requirements. 2. To submit the completed plan to the Director of Management and Budget no later than eleven (11) months after the completion of the fiscal year by which costs are calculated (e.g,. the FY 2015 plan must be submitted by August 31, 2016). 3. To deliver the completed cost allocation plan when required by representatives of the County's Federal cognizant agency (currently the Department of Housing and Urban Development) and participate in the negotiations. Negotiations will also be completed with the State of Michigan when required. 4. To explain the calculation methods and assumptions used in the indirect cost allocation to County Elected Officials, County Administration and the County Board of Commissioners, This explanation may be presented in writing or as part of a verbal presentation. 5. To provide recommendations on methods to enhance indirect cost revenues. B. Cost Allocation and Rate Analysis 1. To conduct cost analysis, rate studies, and other financial reviews for specific County operations. 2. To provide recommendations for financial and operational improvements based on the studies described above. 3. To negotiate deliverables for this component on a project by project basis. Laws, Rules, and Regulations The successful firm shall comply with all Federal, State and local rules and regulations pertaining to the preparation of a County -Wide Central Services Indirect Cost Allocation Plan. Such rules and regulations shall be considered part of this Contract. Field Work / Coordination The County expects the successful firm to do all fieldwork in association with the scope of work described above, with the understanding that County employees will make financial and other pertinent records available for use in preparing and completing the work assigned. Rev 2015/09/30(v2) OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004720 Page 23 0' Y IAND . m 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 work in conjunction with the Director of Management and Budget and other staff as designated by the Director in completing this engagement. During fieldwork at the County, the firm will be provided with a work area to conduct said services. Cost Plan — County shall pay Contractor, subject to Contractor fulfilling the Contract terms. The service fees are to be invoiced in one lump sum after the submission of the plan by the Contractor to the County and certification of the plan by the responsible County official. The fees are as follows: Year 1 $25,900 Year 2 $25,900 Year 3 $25,900 Year 4 $25,900 Year 5 $25,900 Total $129,500 The County shall pay Contractor within thirty (30) days of the invoice date for all services completed and invoiced in accordance with Section 5.4 of this Agreement. Additional Services If the County request additional services, the Contractor shall submit a firm quotation that outlines the services requested to the Manager of Fiscal Services. This may be a lump sum or itemized quote agreed upon by parties. These additional services will be added to the Contract in the form of an amendment as defined in this Contract if the County decides to have the Contractor per the additional services. See hourly rates below for professional staff: Position Hourlv Rate Manager $170 Senior Consultant $125 Consultant $80 County Representation The County's representative shall be allowed to view, inspect or observe the successful firm's work in progress. The County's representative for this project will be the Director of Management and Budget, and/or her designee who will coordinate with the various departments for the completion of this project. Approvals, questions, demands, etc. shall be forwarded to this person for direction to the firm. No other representative shall bind the County to additional cost or make changes to the Scope of Work. Final Approval The Director of Management and Budget will exercise final approval of the rates proposed in the County -Wide Central Services Indirect Cost Allocation Plan before the Plan is submitted to the cognizant agency. Rev 2015/09/30(v2) OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004720 Page 24 Resolution #21062 March 11, 2021 Moved by Gingell seconded by Gershenson the resolutions on the Consent Agenda be adopted. Discussion followed. Vote on Consent Agenda: AYES: Charles, Gershenson, Gingell, Hoffman, Jackson, Joliat, Kowall, Kuhn, Long, Luebs, Markham, McGillivray, Miller, Moss, Nelson, Powell, Spisz, Weipert, Woodward, Cavell. (20) NAYS: None. (0) A sufficient majority having voted in favor, the resolutions on the Consent Agenda were adopted. Moved by Spisz seconded by Weipert to amend MR #21064, MR #21065. MR #21066 and MR #21067 as follows: Add all Commissioners as co-sponsors of these resolutions. A sufficient majority having voted in favor the amendment carried. QL.e, l HER+E"B1A�'FP�-FOl/E THIS p1iES©LU T ION CHIEF DEPUTY COUNTY EXECUTIVE PdCTING PURSUANT TO MCL 45.559A V) 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 March 11, 2021, 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 11'h day of March, 2021. Lisa Brown, Oakland County