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HomeMy WebLinkAboutResolutions - 2021.04.29 - 34350MISCELLANEOUS RESOLUTION #21142 April 29, 2021 BY: Commissioner Gwen Markham, Chairperson, Finance Committee IN RE: INFORMATION TECHNOLOGY - SHELTER MANAGEMENT PTY LTD #004764 CONTRACT EXTENSION THROUGH 2O24 To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS the Shelter Buddy Software from Shelter Management PTY LTD was implemented in 2015 to manage daily operations in the Oakland County Animal Shelter and Pet Adoption Center; and WHEREAS the current contract #004764 with Shelter Management PTY LTD (vendor) was executed on 06/01/2016 and expires on 5/30/2021. The offices of Information Technology and Purchasing have negotiated a three-year extension with Shelter Management PTY LTD at a cost of $12,636 per year, bringing the "not to exceed" amount to $106,016; and WHEREAS it would not be cost effective to bid and incur potential switchover costs to a new vendor; 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 3- year contract extension with Shelter Management PTY LTD Inc. through May 30, 2024. BE IT FURTHER RESOLVED that a budget amendment is not required as there is sufficient funding within Information Technology's FY 2021 — FY 2023 operating budget to cover the cost of the expenditure. Chairperson, on behalf of the Finance Committee, I move the adoption of the foregoing resolution. Commissioner Gwen Mar ham, District #9 Chairperson, Finance Committee FINANCE COMMITTEE VOTE: Motion carried unanimously on a roll call vote. COUNTY MICHIGAN INFORMATION TECHNOLOGY OAKLAND COUNTY EXECUTIVE DAVID CO LTER TO: OAKLAND COUNTY BOARD OF COMMISSIONERS FROM: MICHAEL R TIMM, DIRECTOR SUBJECT: SHELTER BUDDY SOFTWARE SERVICES Michael R. Timm, Director About ShelterBuddy® Software: • ShelterBuddyS Software was developed by RSPCA Queensland — Australia's leading Non -Profit Animal Welfare Organization • ShelterBuddy® Software has grown into a global shelter software management system utilized not only in Australia, but also New Zealand, America, Canada and most recently our first installation in Europe being Ireland. We have a dedicated and talented software development team and support team managing constant upgrades and features utilizing the latest technology available How ShelterBuddy® Software Is Used at Oakland County: • ShelterBuddy® Software manages daily operations in the Oakland County Animal Shelter and Pet Adoption Center • ShelterBuddy® Software integrates with other Oakland County applications for management and sharing of pet information with outside agencies and local municipalities • Additional functionality was implemented in 2020 to allow Oakland County residents to register and obtain dog licenses online Statement from Joanie Toole, Chief Animal Control Public Services • "The Oakland County Animal Shelter and Pet Adoption Center are very pleased with the Shelter Buddy software which gives them the ability to capture information regarding each animal and the ability to pull that information back out in several informative and decisive reports that drives the making of policy and procedure to ensure that the animals at the Shelter are well taken care of physically and mentally" BUILDING 49W 11200 N TELEGRAPH RD DEPT421 I PONTIAC, MI 48341-0421 1 Fax (248) 858-5130 Phone (248) 858-0810 1 www.oakgov.com rSNELTERBUDD P* l 81^ February 2021 www.shelteibuddy.m, Ms. Joanie Tool, toolei().oakaov.com Chief 248 452 9249 9ph) Oakland County Animal Shelter and Pet Adoption Center 1200 Telegraph, BIdg.42E Pontiac, MI48341 Dear Kate, Further to previous emails and the contract and amendments of #004764 please find below a quote for services for the next 3 years commencing June Is', 2021. • Maintenance and Support for Shelterbuddy Software is $519.00 per month and normally billed quarterly. • Hosting for Shelterbuddy Software is $345.00 per month and normally billed quarterly. • Hosting and maintenance for Online Licensing module is $189.00 per month and normally billed quarterly ShelterRaddy Software 10 Inverness Drive East Suite 270 Englewood, CO, 80112 Toll Free: 1866 539 6589 All prices quoted are in AMERICAN Dollars. ax:1e66 assEraN �ishwrw,n,mn� � rW The quote is current for 180 days. www.5helter8utltly.eom If you have any questions or if I can be of further assistance, please feel free to contact me toll anytime on 1866 539 6589 or email mtownend(a).shelterbuddv.com. Sincerely, Mark Townend Chief Executive Officer Shelter Buddy Software —A division of RSPCA Qld Inc. DAVID COULTER - OAKLAND COUNTY EXECUTIVE OAKLAND COUNTY moo$ PURCHASING DIVISION Executive Office Building 41 West 2100 Pontiac Lake Rd. Lower Level Waterford MI 48328-0462 Main Phone 248/858-0511 www.oakgov.com/purchasing/ Shelter Management Ply Ltd Mark Townend PO Box 371754 Denver CO 80237 CONTRACT Disnatch via Print Contract ID Page 0000000000000000000004764 1 of 2 Contract Dates F.O.B. Terms 06/01/2016 to 05/30/2021 DEST NET 30 Buyer Phone Email Richard Brower 2481858-5483 browerrrai7oakaov.com Description: Contract Maximum Animal Shelter Management--P 93,608.00 VendorlD 0000020119 Phone: 866/539-6589 Mark Townend Fax: mtownend@shelterbuddy.com Tax Exempt ID: 38-6004876 (Line # Item Number Item/Descrlotion Cateoory Co Item UOM Contract Price 1 000000000000037669 One -Time Cost 43230000 EA 30,92000 2 000000000000037670 On -Going Monthly Cost for System Support, Maintenance and Cloud Hosting for three (3) Years 43230000 MO 1,033,00 3 000000000000041485 Maintenance Software fees July to September 2018 43230000 MO 519.00 4 000000000000041486 Hosting Software fees July to September 2018 $345.00 Month 43230000 MO 345.00 5 000000000000041487 Maintenance Software fees 43230000 MO 519.00 6 000000000000041488 Hosting Software fees 43230000 MO 345.00 7 000000000000042142 ShelterBuddy Online Licensing Module 43230000 AMT 5,080.00 8 000000000000042144 ShelterBuddy Online Licensing Module monthly charge 43230000 MO 18900 9 000000000000044291 Add additional services to shelter buddy contract 43230000 AMT 1.00 2016/06/27 CLA Contract Finalized 2018/11/14 AEC CO 01 1 - Maintenance Software fees July to September 2018 $519.00 Month 2 - Hosting Software fees July to September 2018 $345.00 Month 3 - Maintenance Software fees October 2016 through June 2018 $519 00 Month 4 - Hosting Software fees October 2016 through June 2018 $345.00 Month 2019/04/18 AEC CO 02 Extend the contract expiration dale from 5/30/2019 to 5/30/2020 2019/05/07 CLA CO 03 Updated the following contract items as described below. 041487 Maintenance Software fees $519.00 Month 041488 Hosting Software fees $345 00 Month 2019/05/10 AEC CO 04 Add the following contract items as described below. ShelterBuddy Online Licensing Module $6,080.00 ShelterBuddy Online Licensing Module monthly charge of $189.00 2020/01109 CMK CO 05 Add $15,000.00 to the contract Not to Exceed (NTE) amount. Authorized Signature DAVID COULTER - OAKLAND COUNTY EXECUTIVE 9' OAKLAND COUNTY PURCHASING DIVISION (Au. Executive Office Building 41 West 2100 Pontiac Lake Rd. Lower Level Waterford Mi 48328-0462 Main Phone 248/858-0511 www.oakgov.com/purchasing/ Shelter Management Pty Ltd Mark Townend PO Box 371754 Denver CO 80237 Tax Exempt ID: 38-6004876 (Line# Item Number Item/Description The contract NTE will change from $68,108.00 to $83,108 00 2020/03/23 AEC CO 06 Extend the contract expiration date from 5/30/3020 to 5/30/2021 2020/10/30 CMK CO 07 Add additional services to shelter buddy contract. 2021/03/09 CLA CO 08 Added $10,500.00 to the contract Not to Exceed (NTE) amount The NTE amount changed from $83,108.00 to $93,608 00 CONTRACT Contract ID 0000000000000000000004764 Contract Dates 06/01/2016 to 05/30/2021 Buyer Phone Richard Brower 248/858-5483 Description: Animal Shelter Management--P VendorlD 0000020119 Phone: 8661539-6589 Fax: Cateaory Co Authorized Signature Dispatch via Print Page 2 of 2 F.O.B. Terms DEST NET 30 Email browarr0oakaov com Contract Maximum 93,608 00 Mark Townend mtownend@shelterbuddy.com Item UOM Contract Price OAKLAN6-,",` - 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.GOM Buyer: RLB CONTRACT NUMBER: 004764 Event # 003600 CONTRACT between the COUNTY OF OAKLAND and CONTRACTOR Not To Exceed Amount: $68,108.00 I Effective Date: 6/1/2016 I Expiration Date: 5/30/2019 Contract Animal Shelter Management--P Description: Contractor Information: Mark Townend Shelter Management Pty Ltd 101verness Drive East Ste 270 Englewood, CO 80112 Vendor No:20119 Compliance Office Purchasing Information: Buyer: Richard Brower Oakland County 2100 Pontiac Lake Rd Bldg 41W Waterford, M148328-0462 The Parties agree to the attached terms and conditions: FOR THE CONTRACTOR: SIGN: FOR THE COUNTY: Contract Administrator (If Different): Contract Administrator Oakland County Using Department: Joanie Toole Chief Animal Control 1700 Brown Road OAHLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004764 Page 1 O' _ LA \D.'-'_m COUNTY MICHI GAN OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248.958-0511 1 purchasingp_oakgov.com SIGN: SIGN: Contract Administrator Pamela L. Weipert, CPA, CIA, Compliance Officer or CLA Scott N. Guzzy, CPPO, MBA, Purchasing Admin OAKLAND COUNTY COMPLIANCE OFFICE- PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004764 Page 2 C00" m C O U N T Y M I C H I G AN OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248.858-0511 1 purchasing@oakgov.com This Contract is organized and divided into the following Sections for the convenience of the Parties. Section 1. Contract Purpose Section 2. Contract Definitions Section 3. Contract Term and Renewal Section 4, Contract Administration and Amendments Section 5. Contract Termination Section 6. Scone of Deliverables and Financial/Pavment Oblieations Section 7. Contractor's Warranties and Assurances Section 8. Liability Section 9. Contractor Provided Insurance Section 10. Intellectual Procerty and Confidentialitv Section 11. General Terms and Conditions §1. CONTRACT PURPOSE 1.1. After a competitive bidding and selection process by County, Contractor was chosen to provide services, described more fully in the Scope of Services Exhibits, to County. Contractor desires to extend the terms and conditions in this Contract to a PPB, to enable it to make purchases from Contractor according to the terms herein. A model Agreement to be used by PPBs is provided in Exhibit IV. Contractor may negotiate customized terms with the PPB at its own discretion. Contractor is under no obligation to provide services described in this Contract to a PPB if the Parties are not able to agree on customized terms. 1.2. County shall not be a party to a contract between Contractor and a PPB. County shall not have any liability, of any sort, for any harm or action that may arise from purchases made by any PPB pursuant to the terms of this Contract. 1.3. PPBs must deal directly with Contractor for any transactions such as purchases, invoices, price questions, disputes, etc. that relate to their individual agreement with Contractor. Contractor must respond timely to PPB inquiries. Failure to do so may result in County removing the Contract and Contractor's Information from the G2G MarketPlace Website. 1.4. County shall place this Contract and any amendments to it, on its G2G MarketPlace Website. County will provide the following information on its G2G MarketPlace website: OAKLAND COUNTY COMPLIANCE OFFICE -PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004764 fro AKL:® COUNTY MICHIGAN OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858.0511 1 purchasing@oakgov.com 1.4.1. Identify Contractor on its G2G Marketplace Website, this Contract and amendments, if applicable, and a summary of the services. 1.4.2. State that the Contract was the result of a competitive bidding process. 1.4.3. Provide Contractor's phone and email address for inquiries. 1.4.4. Acknowledge that County and the PPB will receive a benefit from purchases subject to this Contract. 1.4.5. Provide a County contact to answer questions concerning the expiration date of the Contract, the procedure for purchasing off the Contract, and the competitive bidding process followed by County. 1.5. Contractor shall provide the following information to County and shall update the information timely whenever changes occur. 1.5.1. Description of Contractor's services and products, contact information, and training opportunities for County to place on the G2G MarketPlace Website. 1.5.2. Every four months a "Contract Usage Statement" which means the names, Scope of Services selected, quantities purchased, and dollar amount of each agreement signed by a PPB using this Contract. Contractor may provide the dollar amount of an agreement only if a PPB will not permit disclosure of the other items. 1.5.3. The names of two representatives to act as a primary and secondary point of contacts to provide County with the Contract Usage Statements and other information required in this Contract. 1.6. In recognition of the benefits to Contractor for County providing information to PPBs and potential participants, and the costs savings to Contractor for having this information available, Contract shall provide County and PPBs the price reductions described in a later section. §2. 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: 2.1. "Amendment" means any change, clarification, or modification to this Contract. 2.2. "Business Day" means Monday through Friday from 8:00 a.m. to 5:00 p.m., excluding County designated holidays. OAKLAND COUNTY COMPLIANCE OFFICE - PU RCHASING Rev 2015/05/20 CONTRACT NUMBER 004764 M1..lt"11V-./"1L O 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 249-858-0511 1 purchasing@oakgov.com 2.3. "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. 2.4. "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. 2.5. "Contract" means this document and any other documents expressly incorporated herein. 2.6. "Contractor' means the entity or person listed under "Contractor" on the first page of this Contract. 2.7. "Contractor Employee" means any employee; officer; director; member; manager; trustee; volunteer; attorney; licensee; contractor; subcontractor; independent contractor; subsidiary; joint venturer; partner or agent of Contractor; and any persons acting by, through, under, or in concert with any of the above, whether acting in their personal, representative, or official capacities. Contractor Employee shall also include any person who was a Contractor Employee at any time during the term of this Contract but, for any reason, is no longer employed, appointed, or elected in that capacity. 2.8. "Contract Documents" mean the following documents, which this Contract includes and Incorporates: 2.8.1. M Exhibit I: Contractor Insurance Requirements 2.8.2, Z Exhibit II: Scope of Contractor Deliverables/Financial Obligations 2.8.3. Z Exhibit III: Software License 2.8.4. 0 Exhibit IV PPB Model Agreement 2.9. "County" means the County of Oakland, a Municipal and Constitutional Corporation, its departments, divisions, authorities, boards, committees, and "County Agents" as defined below. 2.10. "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. OAKLAND COUNTY COMPLIANCE OFFICE -PURCHASING Rev2015/05/20 CONTRACTNUMBER 004764 o,cra�i;=m vD COUNTY MICHIGAN OAKLAND COUNTY EXECUTIVE, L.BROOKS PATTERSON COMPLIANCE OFFICE Compliance Office j Purchasing PURCHASING 248-858.0611 1 purchasing(Moakgov.com 2.11. "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. 2.12, "Day" means any calendar day, which shall begin at 12:00:00 a.m. and end at 11:59:59 p.m. 2.13. "Deliverables" means goods and/or services provided under this Contract, whether tangible or intangible, and may be more specifically described in Exhibit II. 2.14. "Effective Date" means midnight on the date listed on the first page of this Contract. 2.15. "Expiration Date" means 11:59.59 p.m. on the date listed on the first page of this Contract. 2.16. "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: htt s: e- verifv. uscis.xov/en rol I. 2.17. "G2G MarketPlace Website" means an Internet site used by County to provide information to PPBs about businesses providing services to County and agreements used by County and available to PPBs to procure services. 2.18. "Intellectual Property" means any developments, improvements, designs, innovation, and materials that may be the subject of a trademark/service mark, copyright, patent, trade secret, or Proprietary Information. 2.19. "Iran -Linked Business" is defined in the Michigan Compiled Laws (MCL), specifically MCL 129.312, being Section 2 of Public Act 517 of 2012. 2.20. "Plot 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. 2.21. "PPB" which stands for Participating Public Body, means an entity created by state or Federal law which is primarily funded by or through a governmental authority and which registers to access County's G2G MarketPlace Website. 2.22. "Proposal" means Contractor's response or bid to the County's Request for Proposal, Request for Qualifications, or Request for Quotes. OAKLAND COUNTY COMPLIANCE OFFICE -PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004764 OAKLAND-W: ®® COUNTY MICHIGAN OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE Compliance Office j Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com 2.23. "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. 2.24. "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. 2.25. "Purchasing" means the Purchasing Unit of the Oakland County Compliance Office. §3. CONTRACT TERM AND RENEWAL 3.1. Contract Term, This Contract shall begin on the Effective Date and shall end on the Expiration Date. 3.2. 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. 3.3. Legal Effect. This Contract shall be effective and binding when all of the following occur: (a) this Contract is signed by a Contractor Employee, legally authorized to bind Contractor; (b) this Contract is signed by an authorized County Agent; (c) all Contractor certificates of insurance, required by this Contract, are submitted and accepted by Purchasing; and (d) any other conditions precedent to this Contract have been met. §4. CONTRACT ADMINISTRATION AND AMENDMENTS 4.1. 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. 4.2. Purchase Orders. Purchase orders issued under this Contract are governed by the terms and conditions of this Contract and are included and incorporated herein. 4.3. Project 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 11 and their duties shall be set forth in Exhibit 11. Unless otherwise stated in Exhibit 11, the County's Project Manager has no authority to amend this Contract. 4.4. 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. OAKLAND COUNTY COMPLIANCE OFFICE -PURCHASING Rev 2015/05/20 CONTRACTNUMBER 004764 fro AKLANDr COUNTY MICHIGAN OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE Compliance Office ) Purchasing PURCHASING 248-058-0511 1 purchasinga@oakgov.com 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. 4.5. 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. 4.6. 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. 4.7. 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. §5. CONTRACT TERMINATION 5.1. 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: 5.1.1. 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. 5.1.2. 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 OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2.015/05/20 CONTRACT NUMBER 004764 COe wVr ■�■=o RK 1l CO"U NTY M I C H I G AN OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858.0611 1 purchasing@oakgov.com convenience without incurring obligation or penalty of any kind. The effective date for termination or cancellation shall be clearly stated in the notice. 5.2. 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. 5.3. Countv's Obligations Uoon 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 orterminated as provided herein. If the County chooses to terminate the Contract in part, then the charges payable underthis Contract must be equitably adjusted to reflect those Deliverables that are terminated. 5.4. Contractor's Obligations Upon Termination. If the County terminates this Contract, for any reason, then Contractor must do the following: (a) cease providing all Deliverables as specified at the time stated in the notice of termination; (b) take any action necessary, or as the County may direct, to preserve and protect Deliverables or other property derived or resulting from the Contract that is in Contractor's possession; (c) return all materials, property, and County Data provided to Contractor by the County; (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. 5.5. Assumotion 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. OAKLAND COUNTY COMPLIANCE OFFICE -PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004764 fro,, y LAND ® OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE Compliance Office ( Purchasing PURCHASING 248.868-0511 1 purchasingMoakgov.com §6. SCOPE OF DELIVERABLES AND FINANCIAL/PAYMENT OBLIGATIONS 6.1. Performance of Deliverables. Contractor shall provide all Deliverables identified in and as set forth in the Exhibits, any Purchase Orders, or any Amendments to this Contract. 6.2, Software License. If this Contract includes a Software License as described in Exhibit III, then the Parties shall follow the terms and conditions therein. 6.3. 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 IL The amount and manner of payment of the financial obligation shall be set forth in Exhibit II or a Purchase Order. 6A. 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. 6.5. 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. 6.6. 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. 6.7. 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. 6.8. 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 2015/05/20 CONTRACT NUMBER 004764 10 frOAKLANDPi COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING §7. CONTRACTOR'S WARRANTIES AND ASSURANCES OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office I Purchasing 248-858-0511 1 purchasing@oakgov.com 7.1. 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. 7.2. Complete and Accurate Representations. Contractor certifies that all statements, assurances, records, and materials submitted to the County in connection with seeking and obtaining this Contract have been truthful, complete, and accurate. 7.3. 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. 7.4. 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. 7.5. Contractor Incidental Expenses. Except as otherwise expressly provided in this Contract, Contractor shall be solely responsible and liable for all costs and expenses associated or needed to perform this Contract, including, but not limited to, any professional dues, association fees, license fees, fines, taxes, and penalties. 7.6. Eauioment and Supplies. Contractor is responsible for providing all equipment and supplies to perform this Contract, which are not expressly required to be provided by the County. 7.7. Contractor Emplovees. 7.7.1. Number and Qualifications of Contractor Emplovees. 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. 7.7.2. Control and Supervision of Contractor Employees. Contractor shall solely control, direct, and supervise all Contractor Employees with respect to all Contractor obligations under this Contract. Contractor will be solely responsible for and fully liable for the conduct and supervision of any Contractor Employees. OAKLAND COUNTY COMPLIANCE OFFICE -PURCHASING Rev 2015/05/20. CONTRACT NUMBER 004764 11 COAKLANDti ®® COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office I Purchasing 248-858.0511 1 purchasing@oakgov.com 7.7.3. Removal or Reassignment of Personnel at the Countv's Reauest. Contractor shall remove a Contractor Employee performing work underthis 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 forthe 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. 7.7.4. Contractor Emolovee 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. 7.7.5. Background Checks. At the County's request, Contractor Employees performing work under this Contract shall be subject to a background check by the County. The scope of the background check is at the discretion of the County and the results will be used to determine Contractor Employee's eligibility to perform work under this Contract. Any request for background checks will be initiated by the County and will be reasonably related to the type of work requested. Contractor and Contractor Employees shall provide all information or documents necessary to perform the background check. 7.7.6. Compliance 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. 7.7.7. Contractor Emolovee 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 ail 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. 7.7.8. Contractor's Comaliance 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, OAKLAND COUNTY COMPLIANCE OFFICE- PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004764 12 CO ) KLANA COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office I Purchasing 248.858-0511 1 purchasing@oakgov.com and their dependents, as defined by the ACA, are provided with or have access to insurance as required by the ACA. If Contractor is subject to the ACA, Contractor warrants it offers group health coverage to Contractor Employees and their dependents that is affordable, that provides minimum essential coverage and value, and that each offer of coverage meets the timing requirements of the ACA. Contractor warrants, whether or not it is subject to the ACA, that it will pay all applicable fees, taxes, or fines, as set forth in the employer mandates of the ACA under Tax Code §4980H and related regulations for any Contractor Employee, whether the fee, tax, or fine is assessed against the Contractor or the County. 7.8. AcknowledementofIndependent Contractor Status_ 7,8.1. Independent Contractor. Nothing in this Contract is intended to establish an employer - employee relationship between the County and Contractor or any Contractor Employee. In no event, shall Contractor Employees be deemed employees, agents, volunteers, or subcontractors of the County. Contractor shall ensure that Contractor Employees are apprised of their status as independent contractors and the limitations of this status. 7.8.2. Contractor/Contractor Emolovee Representations. Contractor and/or Contractor Employees shall not represent themselves as County employees. Contractor shall ensure that Contractor Employees do not represent themselves as County employees. 7.8.3. Countv 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. 7.8.4. Countv 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. 7.9. 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. 7.10. 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 OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/05/20 CONTRACTNUMBER 004764 13 MOAKRN& COUNTY MICHIGAN OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248.858-0511 1 purchasing@oakgov.com 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. 7.11. Iran -Linked Business Certification. Contractor certifies that it is not an Iran -Linked Business. Contractor further certifies that it was not an Iran -Linked Business at the time it submitted its Proposal for this Contract. Contractor must promptly notify the County, if Contractor becomes an Iran -Linked Business at any time during this Contract. 7.12. Taxes. 7.12.1. 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. 7.12.2. 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. 7.13. 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. 7.14. Warrantv for Goods. All Deliverables that are goods shall be subject to the following warranties: 7.14.1. Warrantv of Merchantability. Goods provided by Contractor pursuant to this Contract shall: (a) be merchantable, (b) be of good quality, (c) be fit for their ordinary purpose, (d) be adequately contained and packaged, and (e) conform to the specifications and descriptions contained in the Contract. 7.14.2. 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 OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004764 14 w�- COAKUNDF COUNTY MICHIGAN OAKLAND COUNTY EXECUTIVE, L. BROOKS. PATTERSON COMPLIANCE OFFICE Compliance Office ( Purchasing PURCHASING 248-858.0611 1 purchasing@oakgov.com judgment to select or furnish the goods, then there is a warranty that the goods are fit for a particular purpose. 7.14.3. 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. 7.15. Response to Legal 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. 7,16. Section 508 Compliance. If Contractor is providing a service or product that requires County Agents or the general public to access a website, Contractor warrants end users will have the ability to access the website to register and provide information updates to receive the services herein in accordance with the accessibility requirements of Section 508 Amendment to the Rehabilitation Act of 1973. 7.17. Price Warrantv Contractor warrants that it will provide County and PPBs with the lowest and best price available for the same level of services and products. §8. LIABILITY 8.1. 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. 8.2. 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. §9. CONTRACTOR PROVIDED INSURANCE. At all times during this Contract, Contractor shall obtain and maintain insurance according to the specifications listed in Exhibit I. §10. INTELLECTUAL PROPERTY AND CONFIDENTIALITY 10.1. Contractor Use of Confidential Information/Countv 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 OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004764 15 CO' KL OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPUANCEOFFICE Compliance Office ( Purchasing PURCHASING 248.368.0611 1 purchasing@oakgov.com 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. 10.2. 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. 10.3. 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 IV. 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. 10.4. 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 orjointly 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; OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004764 16 1rOAKLANM_ COUNTY MICHIGAN OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE Compliance Office ) Purchasing PURCHASING 248-858.0611 1 purchasing@oakgov.com 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. 10.5. 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: 10.5.1. Implementation of Security Measures. Contractor shall implement and maintain appropriate administrative, technical, and organizational security measures to safeguard against unauthorized access, disclosure, or theft of County Data. Such measures shall be in accordance with security industry best practice and not less stringent than the measures Contractor applies to its own confidential data of similar kind. Contractor warrants it follows security industry best practices. 10.5.2. Unauthorized Access/Disclosure or Theft of County 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. 10.5.3. 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. 10.5.4. 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. §11. GENERALTERMS AND CONDITIONS 11.1. Access to Countv Property or Facilities. As set forth in this Contract, Contractor has access to and the right to use County property and facilities necessary to perform this Contract. Unless otherwise provided in this Contract or Contractor receives prior written permission from the County's Director of Facilities Management or successor, Contractor may only access and use County property and facilities for performance of this Contract on Business Days. 11.2. Trademark/Servicemark License. Contractor grants County a license to place Contractor's trademark, servicemark or logo in the colors, fonts and proportion provided to County, on OAKLAND COUNTY COMPLIANCE OFFICE -PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004764 17 CO' yam-' " `y'^ ® OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COU NTY MICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-868.0511 1 purchasing@oakgov.com County's G2GMarketPlace Website. This license extends to any printed materials County uses to promote its G2G Marketplace. County does not possess any other rights to Contractor's marks or logos. County grants to Contractor a license to use its servicemark 40AKLAND- c O V N TY M I -CH I G n eH in the same manner shown here, on the website pages Contractor uses for PPBs and/or County end users to register forservices underthis Contract and to update their preferences. 11.3. Signs on County Property or Facilities. Contractor shall not place any signs or advertisements on County property or facilities without the prior written permission of the County's Director of Facilities Management or successor. 11.4. Use of County Property or Facilities. While performing this Contract, Contractor shall keep County property or facilities and anything stored thereon in a clean, safe, and healthful condition and shall keep the property and facilities in a manner that will not prevent or interfere with the County's performance of its functions. 11.5. 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. 11.6. Damage to County Property or Facilities. Contractor shall be responsible for any damage to any County property or a facility that is caused by Contractor or Contractor Employees. If damage occurs, the County shall make the necessary repairs and/or replacements or cause a third party to make the necessary repairs or replacements, provided, however, that Contractor shall reimburse the County for all costs associated with repairing and/or replacing the damaged property or facilities. 11.7. Damage to County Property. Contractor shall be solely liable and responsible for any property loss or damage resulting from fire, theft, or other means to Contractor's personal property located, kept, or stored on or at County property or facilities during performance of this Contract. 11.8. County's Right to Suspend Contract Performance. Upon written notice, the County may require Contractor to suspend performance of this Contract if Contractor has failed to comply with federal, state, or local laws or any requirements contained in this Contract. The right to suspend performance of this Contract is in addition to the County's right to terminate and/or Rev 2015/05/20 OAKLAND COUNTY COMPLIANCE OFFICE- PURCHASING CONTRACTNUMBER 004764 18 CO KLANE = CO U N T Y M I C H I G AN OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-868-0511 1 purchasing@oakgov.com 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. 11.9. 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. 11.10. 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. 11.11. 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. 11.12. 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. 11.13. Assignments/Delegations/Subcontracts. 11.13.1. Prior Written Consent Reauired. 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 OAKLAND COUNTY COMPLIANCE OFFICE- PURCHASING Rev 2015/05/20 CONTRACTNUMBER 004764 19 � I COAKLANDF COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office I Purchasing 248-858.0511 1 purchasing@oakgov.com shall also provide the County with adequate information to allow the County to make a determination regarding the assignment, delegation, or subcontract. 11.13.2. 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. 11.13.3. Contractor Responsibility for Ass!Rns/Delegates/Subcontractors. If Contractor assigns, delegates, or subcontracts this Contract, in whole or in part, Contractor shall remain the sole point of contact regarding all matters under this Contract and shall remain liable for performance of this Contract. Contractor is solely responsible for the management of assignees, delegees, and subcontractors. 11.13.4. 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. 11.14. 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. 11.15. 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. 11.15.1. 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 S. 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. Rev 2015/05/20 OAKLAND COUNTY COMPLIANCE OFFICE -PURCHASING CONTRACTNUMBER 004764 20 COAK _A \l 1+ ® OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com 11.16. Reservation of Riuhts. 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, 11.17. Compliance with Laws. Contractor shall comply with all federal, state, and local laws, statutes, ordinances, regulations, insurance policy requirements, and requirements applicable to its activities under this Contract. 11.18. 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 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. 11.19. Notices. 11.19.1. 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. 11.19.2, Notice to Contractor. Unless otherwise specified, Notice to Contractor shall be addressed to the Contract Administrator listed on the first page of this Contract. 11.19.3. 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. 11.20. 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 Rev 2015/05/20 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 CONTRACT NUMBER 004764 21 MP ®' Y "NO OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COU NTY MICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0571 1 purchasing@oakgov.com 11.21. 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. 11.22. 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. 11.23. Severability. If a court of competent jurisdiction finds a term or condition of this Contract to be illegal or invalid, then the term or condition shall be deemed severed from this Contract. All other terms or conditions shall remain in full force and effect. Notwithstanding the above, if Contractor's promise to Indemnify or hold the County harmless is found illegal or invalid, Contractor shall contribute the maximum it is permitted to pay by law toward the payment and satisfaction of any Claims against the County. 11.24. 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. 11.25. Governing Laws/Consent to Jurisdiction and Venue. This Contract shall be governed, interpreted, and enforced by the laws of the State of Michigan. Except as otherwise required by law or court rule, any action brought to enforce, interpret, or decide any Claim arising under or related to this Contract shall be brought in the Sixth Judicial Circuit Court of the State of Michigan, the 501h 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 anyjudgment obtained in such forum ortaking action under this Contract to enforce such judgment in any appropriate jurisdiction. 11.26. 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 004764 22 Ou_u' " `Y OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON C O U NTY M I C H I G A N COMPLIANCE OFFICE Compliance Office ) Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com EXHIBIT I CONTRACTOR INSURANCE REQUIREMENTS During this Contract, the Contractor shall provide and maintain, at their own expense, all insurance as set forth and marked below, protecting the County against any Claims, as defined in this Contract. The insurance shall be written for not less than any minimum coverage herein specified. Primary Coverages Commercial General Liability Occurrence Form including: (a) Premises and Operations; (b) Products and Completed Operations (including On and Off Premises Coverage); (c) Personal and Advertising Injury; (d) Broad Form Property Damage; (e) Independent Contractors; (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 not required. Commercial Automobile Liability Insurance not required. 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 2015/05/20 OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACTNUMBER 004764 23 CAKLANDFr C O U N T Y M I C H I G AN COMPLIANCE OFFICE PURCHASING Sunnlemental Coverages (Reauired as Checked) OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office I Purchasing 248-858-0511 1 purchasing@oakgov.com 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. ❑ Cyber Liability Insurance with minimum limits of $1,000,000 per claim and $1,000,000 aggregate. 4. ❑ Other Insurance Coverages as maybe dictated by the provided product/service and deemed appropriate by the County Risk Management Department. Rev 2015/05/20 OAKLAND COUNTY COMPUANCE OFFICE - PURCHASING CONTRACTNUMBER 004764 24 OAKLAND Fir COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING General Insurance Conditions OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office ) Purchasing 248-858-0511 1 purchasing@oakgov.com The aforementioned insurance shall be endorsed, as applicable, and shall contain the following terms, conditions, and/or endorsements. All certificates of insurance shall provide evidence of compliance with all required terms, conditions and/or endorsements. 1. All policies of insurance shall be on a primary, non-contributory basis with any other insurance or self- insurance carried by the County; 2. The insurance company(s) issuing the policy(s) shall have no recourse against the County for subrogation (policy endorsed written waiver), premiums, deductibles, or assessments under any form. All policies shall be endorsed to provide a written waiver of subrogation in favor of the County; 3. Any and ail 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. Rev 2015/05/20 OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACTNUMBER 004764 25 ® G AN COUNTY MI OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON CHI A COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-868.0511 1 purchasing@oakgov.com EXHIBIT II Contractor Scope of Services for an Animal Shelter Management System 1. INTRODUCTION I.I. Contractor shall provide County with a cloud hosted system to maintain the records of the County animal shelter. The Shelter Management System ("System") will provide adoption management and the tracking of animals. This includes medication management, treatment scheduling and medical reporting as well as kennel management. The System will provide information for the public on the adoption status of animals and allow for the scheduling and tracking of volunteers. Multiple reports will be available for shelter personnel to review. 1.2. Contractor shall: 1.2.1. Implement the System and provide the deliverables described herein. 1.2.2. Integrate the System with County's two pet licensing systems. 1.2.3. Provide onsite training. 1.2.4. Implement the System within 120 days after the Contract is executed. 1.2.5. Provide County with their Disaster Recovery Plan. 1.3. In the event that the Contractor becomes unwilling or unable to provide the necessary support services, County will have access to the latest version of the System source code and permission is given to utilize the software for the exclusive, royalty -free, fully paid -up right and license for continued use by the County solely for purposes of continued provision of the System. County shall be entitled to operate, support, repair, service, maintain and correct errors and bugs in the software. County shall not disseminate the source code without the written consent of Contractor. If County receives access to the Source Code, it will only use such source code for the purposes described in this Section. 2. SYSTEM FEATURES The System provided by Contractor shall: 2.1. Adoption Management 2.1.1. Provide a priority listing of individuals interested in adopting an animal after the holding period ends. 2.1.2. Indicate which animals are eligible for adoption. 2.1.3. Provide County with the Application Program Interface ("API") needed to enable County to issue animal licenses from the County's two existing license applications. 2.1.4. Provide timely updated information to PetAdoption, Pet Finder and other pet OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004764 26 COAKLANAFIO COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office I Purchasing 248.858-0511 1 purchasing@oakgov.com adoption websites agreed to by the Parties. 2.1.5. Display electronic signatures on forms such as adoption agreements and rabies certifications and print the forms with signatures clearly displayed. 2.1.6. Create custom forms. 2.1.7. Provide a method to send out notifications when an animal holding period has ended and animals may be adopted. 2.1.8. Send animal license renewal reminders via email and postcard. 2.1.9. Provide animal adoption applications on line for the public to fill in and County to process, 2.1.10. Notify County when an animal adoption application is submitted. 2.1.11. Within the on line application, flag individuals who are not permitted to adopt with a red warning symbol. 2.2. Medication Management, Treatment Scheduling & Medical Reporting 2.2.1. Keep track of the quantity of veterinary supplies including medication and record which medication each animal received. 2.2.2. Enable County to schedule treatment needs of animals. 2.2.3. Send e-mail reminders to the public for post adoption or foster treatment needs. 2.2.4. Automatically cancel veterinary appointments if an animal is adopted prior to scheduled treatment and send a notification to the person with the animal that treatment is required. 2.2.5. Generate rabies certification documents. 2.3. Kennel Management 2.3.1. Provide a method to keep track of which animals are in each kennel, which kennels are unoccupied and indicate when an animal is moved to a different kennel. 2.3.2. Indicate a status for each animal and update the kennel list when an animal leaves the shelter or is euthanized. 2.4. Volunteer Tracking 2.4.1. Provide ability to input information about volunteers, including their skill set, position and level of training as well as the ability to remove volunteers or indicate inactive status. 2.4.2. Provide the ability for County to schedule volunteers based on skill set and preferences and send them notifications of work assignments and upcoming events. 2.4.3. Provide ability to generate reports on volunteers and classify them into skill sets, Rev 2015/05/20 OAKLAND COUNTY COMPLIANCE OFFICE- PURCHASING CONTRACTNUMOER 004764 27 OAKLAND Fir COUNTY MICHIGAN OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248.868.0511 1 purchasing@oakgov.com positions, training, number of hours volunteered, etc. 2.4,4. Prohibit volunteers from accessing anything in the System other than information pertaining to volunteers such as their schedule, number of hours volunteered, special events and training for volunteers. 2.5. System Reports 2.5.1. Provide the ability to create, query, export and print reports. If County requests customized reports not currently available, the Parties will need to amend the Contract to cover those additional reports. 2.5.2. Enable County to produce reports forthe state of Michigan on statistics such as animals by age, animals euthanized, disposition on animals dead on arrival such as weight and date of death. 2.5.3. Ability to generate reports on: 2.5.3.1. Animal Shelter statistics such as numbers of animals: returned to owner, adopted by the public or given to an animal rescue group, euthanized, etc. 2.5.3.2. Kennel occupancy, and number of adoptable animals. 2.5.3.3. Complete medical history of each animal including person who administered treatment and the date of the treatment. 2.5.3.4. Animal adoption owners including their name, address, phone number, email address and notes made by Shelter staff. 2.5.3.5. Financial statistics such as daily, weekly and monthly receipts and expenses. 2.5.3.6. The number of animals taken in and processed per staff member. 2.6. Integrate with other County systems 2.6.1. Provide County with the API needed to enable County to transfer data to the "Animal Web Licensing System" and the "Online Pet Licensing System" into the System. 2.6.2. Provide the API to enable County to integrate the System with its payment processor system. 2.7. Point of Sale Reporting 2.7.1. Provide ability to generate point of sale reports with the following features: 2.7.1.1. License, adoption and stray animal pick-up fees 2.7.1.2. Receipts for payments. 2.7.1.3. Fee structure with multiple fee options and the ability to bundle or unbundle fees. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004764 28 COAKLANI ® OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COU NTY MICHIGAN COMPLIANCE OFFICE Compliance Office ) Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com 2.8. Single Sign -On. If requested by County in the future and subject to an amendment to the Contract, Contractor will Implement authentication using Federated Services as designated by County's Identity and Access Management (IAM) solution (e.g. SAML or V party cloud authentication) 3. SYSTEM IMPLEMENTATION Contractor shall use the steps described below to implement the System. 3.1. Initial Planning 3.1.1. Project Kick Off and Testing Scope Review Contractor's Project Manager shall conduct a conference call with County to initiate the various activities in the project. The kick off meeting shall include, at a minimum, the following items for discussion: 3.1.1.1. Identify points of contact for technical and administrative activity, email, mobile telephone, as well as after-hours contact guidelines in order for Contractor to create the Project Communication Plan. 3.1.1.2, Introduce individuals from the County and Contractor who will be performing the work and review roles and responsibilities. 3.1.1.3. Review a draft implementation Project Plan provided by Contractor. 3,1.1.4. Review this Scope of Services. 3,1.1.5. Discuss a tentative timeline for the project. 3.1.1.6. Identify the information transfer process for data that should remain restricted or confidential. County and Contractor will review the initial project work plan, schedule, and Communications Plan. County and Contractor will refine detailed project plans, schedules, deployment and training strategies, and begin to refine full project planning. The Project Kick Off Meeting will define any critical business schedule or deployment considerations that might impact the project's timeline. If it is discovered during the kick-off meeting that modifications to the testing are required, the Parties will review the Scope of Services and make agreed upon changes through an amendment to the Contract. 3.1.2. Information Gathering Contractor will communicate with County to obtain all necessary Information to successfully implement the System. The Information Gathering Phase will define the OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/05/20 CONTRACTNUMeER 004764 29 OAKLAND.= C O U N T Y M I C H I G AN OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE Compliance Office i Purchasing PURCHASING 248-868-0511 1 purchasing@oakgov.com functional and technical requirements for implementation of the project.. This shall Rev 2015/05/20 include identifying: 3.1.2.1. The localization settings for County such as language code, country code and other coding specific to County. 3.1.2.2. The integrations required with othersystems operated by County, including which data must be integrated into the System. 3.1.2.3. The types and requirements for reports required by County's Animal Control division. 3.1.2.4. The technical support that will be available during System set-up through post -implementation. 3.1.2.5. Potential dates fortraining, numbers of County staff to train and the County location that will be used for training. 3.1.3. Documentation Contractor shall provide County with: 3.1.3.1. A Detailed Project Plan including activities, tasks,. and milestones including the date the System will go live and tasks assigned to each individual that will be used to build a project implementation schedule. The Detailed Project Plan will be used by the County to build a Master Project Schedule with dates and deliverables. The Detailed Project plan will be maintained and updated by Contractor on a continuous basis and provided to County to update the Master Project Schedule. 3.1.3.2. A Design Document that Contractor shall review with County 3.1.3.3. A project Communications Plan that will be used by County and Contractor during the term of the Contract. 3.1.3.4. A list of the hardware specifications, the required licensed software and browser settings. 3.1.3.5. Project Management Reports at agreed upon intervals (e.g. weekly) that summarize the work completed by Contractor. These reports will be used to measure the efficiency, progress, performance and quality of the System Contractor shall conduct interviews with internal County staff and will ensure that any security gaps are detected and documented. 3.1.3.6. Minutes from the Project Management Meetings will be provided in an agreed upon format for the life cycle of the project. 3.1.3.7. A detailed checklist of the tasks County and Contractor need to perform to implement the System. OAKLAND COUNTY COMPLIANCE OFFICE- PURCHASING CONTRACTNUMBER 004764 30 OAKLANU C O U N T Y M I C H I G A N COMPLIANCE OFFICE PURCHASING OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office I Purchasing 248.858-05711 Purchasing@oakgov.com 3.1.3.8. A User Acceptance Test Plan that will be used for acceptance of the System and integration of each phase of the project. The plans will guide unit testing during each phase of the project. 3.2. Configuration Planning Contractor and County shall work together to confirm: 3.2.1. The Internet and firewall settings necessary for hosting the System are in place. 3.2.2. The synching requirements to enable data from the System to be uploaded to the third party providers of pet adoption information, namely, Pet Finder and AdoptAPet. 3.2.3. The requirements for the API with the County's databases. 3.2.4. What sample data will be used to test the data migration from current County systems to the Shelter Management System. 3.2.5. The method that will be used by County to report support issues to Contractor. 3.3. Installation and Configuration Contractor shall: 3.3.1. Test the installed. 3.3.2. Fine tune and adjust user profiles. 3.3.3. Review the API connections and syncing of AdoptaPet and Pet Finder applications. 3.3.4. Work with County to coordinate the API and County website functionality. 3.3.5. Test the back-up and recovery systems including how documentation will be retained In the event of a data recovery. 3.4. Implementation Contractor shall: 3.4.1. Review the localization settings to verify they are set correctly. 3.4.2. Adjust user profiles if requested by County. 3.4.3. Provide County with the reports they request and verify the reports provide the information expected in the reports. 3.4.4. Work with County to determine if customized reports are needed to provide County the reporting information it requires. If so, Contractor shall develop the customized reports or configure a preset report to provide the needed Information. 3.4.5. Provide County with Quick reference sheets for main functions of the System. 3.4.6. Provide County with reference guides that explain all of the features and functions of the System, including County specific customizations. OAKLAND COUNTY COMPLIANCE OFFICE- PURCHASING Rev 2015/05/20 CONTRACTNUMBER 004764 31 o��== C O U N T Y M I C H I G AN OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE Compliance Office i Purchasing PURCHASING 248-858-0511 Ipurchasing@oakgov.com 3.4.7. Provide County with a Quality Assurance (QA) environment for User Acceptance Training and a production environment for when the System is implemented. 3.5. Training Contractor shall: 3.5.1. Provide County with a Training Plan that includes role -based approach to educating users of the Contractor's system. 3.5.2. Two days of onsite training will be provided for all staff and volunteers identified by County to take the training classes. 3.5.3. Training shall cover all functions and features of the System. 3.5.4. Training materials shall be provided in Adobe PDF, MSWord format and any other format as agreed upon by County. The training materials will be updated by Contractor to include any changes made to the System specific to the County. 3.6. User Acceptance Testing Contractor shall: 3.6.1. Meet with Shelter staff to review the status of the System Implementation and review the User Acceptance Test Plans. 3.6.2. Provide User Test and Acceptance Plans that describe data input to be passed to the application modules and integrations, test procedures, expected system performance, and the output or results that should be received if the applications and integrations are functioning properly. 3.6.3. The final User Test and Acceptance Plans will be based on configuration and requirements documents approved by County. 3.6.4, Use the Test and Acceptance Plans to conduct integration and stress tests. These will demonstrate to County that the Configurations were implemented correctly and that the System's modules are functioning and performing properly to meet the functional requirements in the Hosted environment and will Indicate if there are any outstanding issues that need to be resolved. 3.6.5. First address any Issues that relate to requirements identified in this document. 3.6.6. Review all support requests to ensure all issues identified as System bugs are addressed. 3.7. Deployment Contractor shall: 3.7.1. Monitor the users of the System to ensure they are using the System correctly. 3.7,2. Monitor the issues reported by County, OAKLAND COUNTY COMPLIANCE OFFICE- PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004764 32 , "-0AKLAN1 ; COUNTY M I C H I G A N OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 I purchasing@oakgov.com 3.7.3. Have conference calls with County as necessary to resolve outstanding issues. 3.8. Integration Framework and Testing Contractor shall migrate data to the System from the legacy databases prior to the Go -live date. County shall review the data to ensure it migrated accurately. Contractor shall run test reports to verify if the data from the legacy databases is migrating correctly. 4. PRICING ONE-TIME COSTS FOR HOSTED OPTION: Cost Description One Time Cost Software Shelter Management System Modules Module 1- ShelterBuddy'" Pro Module 2 - Lost, Found and Adoption Public Site or API for website integration Module 3 - Adhoc Reporting Module $5, 000.00 Module 4 - Google Map Interface (available November 2015) Module 5 - Electronic Signature Capture Module Module 6 - Virtual Shelter Total Shelter Management System Modules $ 26,120.00 Third Party Software (e.g. SQL Server, Crystal Reports) Database Server Application 1 - Adhoc Reporting Module Application 2 - Google Map Interface Total Third Party Software Total Software $ 26,120.00 Hardware - Not required for Hosted Option Professional Services OAKLAND COUNTY COMPLIANCE OFFICE- PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004764 33 ..._OAKLANIj COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING Task 1: Initial Planning Task 2: Configuration Planning Task 3: Installation and Configuration Tasl< 4: Implementation Task 5: User Acceptance Task 6: Deployment Task 7: Integration Framework and Training Total Professional Services Training Training Application 1 Total Training Travel and Expense Trip 1: <purpose of trip> Airfare Estimate OAKLAND COUNTY EXECUTIVE, L. BROOKS PA17ERSON Compliance Office I Purchasing 248-858-0511 1 purchasing@oakgov.com (round trip <originating city> to Oakland County Michigan) Hotel Estimate Taxi Estimate Other Expenses - <supplies, long distance, etc.> Total Travel and Expense Total Implementation Costs including Adhoc Reporting Total Implementation Costs without Adhoc Reporting The cost for these services is included in the base price $ 2,500.00 $ 2,500.00 $ 500.00 $ 900.00 $ 300.00 $ 600.00 $ 2,300.00 $ 30,920.00 $25,920 TABLE D-2A. ON -GOING COST & PRICE TABLE FOR SHELTERBUDDY'' HOSTED OPTION WITH ADHOC REPORTING OAKLAND COUNTY COMPLIANCE OFFICE- PURCHASING Rev 2015/05/20 CONTRACT NUMBER 004764 34 Qi = _ OAKLAN[ COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING I Item Svstem Su000rt & Maintenance I Cloud Hosted Model Cost OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office I Purchasing 248.858.0511 1 Purchasing@oakgov.com Pricine Structure Price Monthly 5688.00 I Mont hlv 5345.00 On -Going Cost & Price Table for ShelterBuddy'" Hosted Option without Adhoc Reporting I Item Svstem Sunoort & Maintenance I Cloud Hosted Model Cost 5. PAYMENT PricineStructure Price Monthlv S519.00 Monthlv I S345.00 5.1. COUNTY SHALL PROVIDE PAYMENT TO CONTRACTOR FOR IMPLEMENTATION COSTS AS FOLLOWS: 5.1.1. HALF (Y:) OF THE TOTAL IMPLEMENTATION COSTS UPON EXECUTION OF THE CONTRACT WHICH IS EITHER $15,460IF ADHOC REPORTING IS REQUIRED BY COUNTY OR $12,960 WITHOUT ADHOC REPORTING. 5.1.2. ONE-FOURTH (1/4) OF THE TOTAL IMPLEMENTATION COSTS UPON RECEIPT OF THE DETAILED PROJECT PLAN DESCRIBED IN SECTION 3. WHICH IS EITHER $7,730IF ADHOC REPORTING IS REQUIRED BY COUNTY OR $6,480 WITHOUT ADHOC REPORTING. S.1.3. ONE-FOURTH (1/4) OF THE TOTAL IMPLEMENTATION COSTS UPON SYSTEM ACCEPTANCE BY COUNTY. SYSTEM ACCEPTANCE SHALL BE BASED UPON THE FINAL USER TEST AND ACCEPTANCE PLAN DOCUMENTATION APPROVED BY COUNTY. 5.2. COUNTY SHALL PROVIDE PAYMENT TO CONTRACTOR FOR SUPPORT AND MAINTENANCE AND FOR THE CLOUD HOSTING MODEL BEGINNING WITH THE FIRST MONTH THAT THE SYSTEM IS ACCEPTED BY COUNTY. 6. ROLES AND RESPONSIBILITIES 6.1. Rev 2015/05/20 CONTRACTOR RESPONSIBILITIES 6.1.1. Contractor will be responsible for providing the services and deliverables outlined in this document. 6.1.2. Contractor shall have appropriate staff available during conference calls. 6.1.3. Contractor shall place the source code to the System in an escrow account subject to OAM AND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004764 35 COAKLANDA CO U NTY M I C H 16 AN COMPLIANCE OFFICE PURCHASING i OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office I Purchasing 248.858.0511 1 purchasing@oakgov.com the terms of the third party escrow provider agreed to between Contractor and County. 6.2. COUNTY RESPONSIBILITIES — COUNTYSHALL: 6.2.1. Have County personnel available during regular business hours to assist in the System implementation. 6.2.2. Ensure that the computers and tablets meet the minimum hardware specifications and have the necessary software installed. This includes PCs with at a minimum Internet Explorer 11, . 6.2.3. Ensure that the computers and tablets are properly licensed and the browsers are properly configured. 6.2.4. Ensure that any ancillary access devices such as signature pads, printers and Wi-Fi cameras are configured. 7. SERVICE LEVEL COMMITMENT & SUPPORT DELIVERABLES 7.1. Contractor shall provide County with: 7.1.1. A live person to telephone support; 7.1.2. Monitored email support; 7.1.3. Remote assistance using Remote Desktop and a Virtual Private Network where available; and 7,1.4. Ongoing security patches and system health check. 7.1.5. Meet response times associated with service related incidents. 7.1.6. Appropriate notification to County prior to all scheduled maintenance, 7.1.7. Provide a target service availability of 99.95%. 7.2. County shall: 7.2.1. Have a representative available to communicate with Contractor when Contractor is working to resolve a service related incident or request; and 7.2.2. Isolate and rectify technical faults within their own Network infrastructure, equipment and software. OAKLAND COUNTY COMPLIANCE OFFICE -PURCHASING Rev 2015/05/20 CONTRACTNUMBER 004764 36 OAKLANAF COUNTY10 MICHIGAN COMPLIANCE OFFICE PURCHASING OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office I Purchasing 248-85"511 1 purchasing@oakgov.com 8. SERVICE MANAGMENT 8.1. Planned Service Outage Notifications 8.1.1. The ShelterBuddy® license includes a regular software maintenance plan. Routine maintenance is performed every week in the following schedule: Region --_— -- -' Window US/ CA EveryWednesday 12.00am to 4.00am EST 8.1.2. This is a planned service outage to conduct necessary maintenance and upgrades to ShelterBuddy® software and any vendor released non critical updates (e.g. Microsoft windows patches). Contractor will notify the County in a reasonable time frame on all planned service outages. 8.1.3. In circumstances where an emergency service outage is required, the Contractor reserves the right to undertake the service outage without notice. In such cases, the Contractor will endeavor to notify the County prior to any service outage. An example of such case is where a third party has released a security patch that is a critical security concern to be applied as soon as possible. 8.2. Service Availability Contractor shall: 8.2.1. Telephone support: 24 hours a day / 7 days a week for all urgent / critical issues via the ShelterBuddy® support line (for contact number see htto://sheiterbuddv.com/support.htm), 8.2.2. Email support for non -urgent / critical issues to support@sheiterbuddy.com. 8.3. Service Credits If the System is unavailable for a period of time, County shall receive a service credit on their next monthly invoice. Service credits are calculated as a percentage of the monthly hosting charges paid by County in the affected monthly billing cycle in which the unavailability occurred (outside of the normal maintenance windows) in accordance with the schedule below: Monthly Uptime Percentage Service Credit Percentage Less than 99.95% but equal to or greater than 99.0% _ 10% Less than 99.0% 20% OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/05/20 CONTRACTNUMBER 004764 37 OAKLAND. C O U N T Y M I C H I CAN COMPLIANCE OFFICE PURCHASING 8.4. Service Requests OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office I Purchasing 248-858.0511 1 purchasing@oakgov.com Contractor will respond to service related incidents and/or requests submitted by the County within the following time frames: Incident Severity Definition Required Status Target Time To Reports Resolution Respond Time Catastrophic Defects that could (or did) cause 1 Hour Every 4 Hours or disastrous consequences for the Hour less system. E.g. critical loss of data, critical loss of system availability, critical loss of security, critical loss of safety, etc. Major Incident that could (or did) cause very 2 Hour Every 8 hours or serious consequences for the system. Hour less E.g. Long load times forcing or intermittent errors where the system is still available but difficult to use. Minor Incidents that could (or did) cause small 1 Week Upon or negligible consequences for the request system. Easy to recover or workaround. No Effect Trivial incident that can cause no 1 Week Upon negative consequences for the system request and the system is usable. 9. DATA STORAGE, BACKUP & SECURITY 9.1. Backup Contractor takes a daily snapshot and does rolling 5 minute transaction logging. The Contractor stores 35 days of backups, and can restore to any point between the last transaction log (worse case is 5 minutes prior to the current time) and the oldest snapshot Rev 2015/05/20 OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACTNUMOER 004764 38 COAKLAN COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office ) Purchasing 248.858-0511 I purchasing@oakgov.com (35 days). With regards to uploads / documents / shared files, the Contractor will copy these to multiple servers, so there are duplicate copies at any point in time. 9.2. Security Externally the network can only be accessed via the load -balancer which exposes only web and secure web connections. There is a dedicated VPN from the Contractor's head - office set up so that the Contractors staff can connect internally. However, this can only be done from the Contractor's network. 9.3. Data Storage Contractor will provide 100GB of storage (including revisions) for the County's site, The usage is monitored, and If required more storage can be provided as part of the regular system health check. 9.4. Ownership of Data County data remains the property of the County at all times. County data cannot be accessed by any other third party unless prior consent is arranged and approved in writing by County. Access to County's data is required from time to time by the Contractor's staff for the purpose of upgrades to software or fault diagnosis / resolution. OAKLAND COUNTY COMPLIANCE OFFICE -PURCHASING Rev 2015/05/20 CONTRACr NUMBER 004764 39 ®AKLANDOAKLAND 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 SOFTWARE LICENSE AGREEMENT This License Agreement (this "Agreement') is BETWEEN: Shelter Management Pty Ltd Australian Company Number 107 488 620 ("SMPL"), 301 Fairfield Road, Fairfield, Qld, 4103, Australia ("Licensor"), AND: Oakland County, Michigan 2100 Lake Road, Waterford, MI 48328 - 0403 ("Licensee"); (Together the "parties") Recitals: A. The Licensor is the subsidiary of a charitable organization, registered in the State of Queensland, Australia which is charged with the responsibility, amongst other things, of promoting the welfare of animals in that State, The Licensor has the rights to certain software, as described in annexure 1 ("Software"), which it supplies to users for the administration and management of animal shelters, and provides certain services related thereto, as described in annexure 2 ("Services"). B. The Licensee wishes to be licensed by the Licensor to use the Software and for Licensor to provide the Services, which the Licensor has agreed to do subject to the terms and conditions set out in this Agreement. The Licensor and Licensee shall each be referred to herein as a "Party", and collectively, as the "Parties". THE PARTIES AGREE AS FOLLOWS: 1. 1.1 Rev 2015/05/20 Definitions and Interpretation For the purposes of this Agreement, unless the context otherwise requires - "Chief Executive Officer" means the most senior executive officer, by whatever name called; "Confidential Information" includes all business, commercial, technical and other information of a confidential or private nature, in whatever form. In the case of the Licensee, the term includes any and all information that is not in the public domain concerning its customers, operations, procedures, suppliers, officers, employees, contractors, benefactors, revenue, costs of carrying on its operations and assets and liabilities; OAKLAND COUNTY COMPLIANCE OFFICE- PURCHASING CONTRACTNUMBER 004764 40 OAKLAND C O U N T Y M I C H I G A N COMPLIANCE OFFICE PURCHASING OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office I Purchasing 248-858.0511 1 purchasing@oakgov.com "Contract Consideration" means the amount payable to the Licensor under this Agreement; "Contract Price" means the amount to be paid by the Licensee to the Licensor for the provision of the Software and, where applicable, for Services, as specified or described in annexure 2; "Intellectual Property Rights" includes copyright, trademark, design, patent, semiconductor and circuit layout rights; "Services" means the services (if any) specified in annexure 2, which are to be provided by the Licensor to the Licensee; "Software License" means the license granted hereunder by the Licensor to the Licensee to use the Software; "Term" means the period (if any) specified in annexure 2 for the provision by the Licensor of the Services. 1.2 In this Agreement: (a) headings are for convenience only and do not affect interpretation, and unless the context indicates a contrary intention: (b) a reference to any Party includes that Party's executors, administrators, successors, substitutes and assigns, including any person taking by way of novation; (c) a reference to this Agreement or to any other agreement or document includes, respectively, this Agreement or that other agreement or document as amended, novated, supplemented, varied or replaced from time to time; (d) the term "including" means "including without limitation"; (e) words importing the singular include the plural (and vice versa), words denoting a given gender include all other genders, and words denoting individuals include corporations (and vice versa); (f) a reference to a clause or an annexure is a reference to a clause of or annexure to this Agreement; and (g) references to currency are references to currency of the United States of America unless otherwise specifically provided. 2. Intellectual Property 2.1 The Licensor will upon payment therefor by the Licensee (as specified elsewhere in this Agreement) supply the Software to the Licensee in the form and subject to the limitations specified in Annexure 1 to this Agreement. The Parties acknowledge and agree that: OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/05/20 CONTRACTNUMBER 004764 41 AKLAND - C O U N T Y M I C H I IS AN OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE Compliance Office J Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com (a) the Licensor will remain the sole owner of the Software and all Intellectual Property Rights associated with the Software; (b) subject to the other provisions of this Agreement, the Licensor hereby will in supplying the Software grant to the Licensee a non-exclusive worldwide perpetual license to use the Software for the number of concurrent users and in the manner specified in Annexure 2; (c) the License does not extend to, and the Licensee will not receive, any source code; (d) the Licensee must not assign or sublicense the Software or any part thereof without the prior written approval of the Licensor, which may be withheld or granted, with or without conditions, in the absolute discretion of the Licensor. 2.2 The Licensor will own the Intellectual Property Rights in any training materials supplied by it but the Licensee will have the perpetual right to use that material for the purpose of further training its personnel. 2.3 All work processes, procedures and methodologies introduced and developed by the Licensor in carrying out the Services will be proprietary to the Licensor but the Licensor grants to the Licensee a non-exclusive worldwide perpetual royalty free license to use the same. 2.4 In the event that the Licensor makes any general modifications or improvements to the Software, it will offer to make such general modifications or improvements to the Licensee for no additional consideration (except for the Licensor's actual costs incurred in making the same available to the Licensee). This does not affect the Licensor's right to charge an agreed consideration for modifications or improvements to the Software made at the request of the Licensee. The Licensee is not permitted to make any amendments or changes to the Software except for that allowed via the Administration module (as described in Annexure 1). 2.5 The Licensor warrants that the Software does not infringe the Intellectual Property Rights of any Person. The Licensor must fully indemnify the Licensee against any loss, costs, expenses, demands or liability, whether direct or indirect, which arise out of a claim by any Person that the Software infringes any Intellectual Property Rights of that Person. In the event of such a claim — (a) without prejudice to the Licensee's right to defend a claim alleging infringement of the Intellectual Property Rights of any person, the Licensor will if requested by the Licensee conduct the defence of a claim alleging an infringement at the Licensor's expense; (b) the Licensee will observe the reasonable directions of the Licensor relating in any way to that defense or to negotiations for settlement of the claim; and (c) the Licensee will provide the Licensor with reasonable assistance in conducting the defence of a claim if requested to do so, at the Licensor's expense. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2015/05/20 CONTRACTNUMBER 004764 42 0' LAMS y OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COU NTY MICH IGAN COMPLIANCE OFFICE Compliance Office ( Purchasing PURCHASING 248.858-0511 1 purchasing@oakgov.com 3. Services 3.1 The Licensor will provide the Services in accordance with that degree of diligence, prudence and foresight reasonably and ordinarily exercised by skilled and experienced Australian, Canadian or American recognized operations engaged in the same type of undertaking under the same or similar circumstances and conditions. 3.2 The Licensor will consult as reasonably necessary with the Licensee in order to provide the Licensee with such information as it reasonably requires concerning the current and anticipated future performance of the Software. 3.3 The Licensee will make available to the Licensor all third party software licenses, and supporting documents if such material is necessary, for the Licensor to perform its obligations under this Agreement. 4. Other things to be supplied by the Licensor 4.1 The Licensor will in conjunction with the supply of the Software supply to the Licensee such other items or things as are specified in annexure 2. S. Assignment by the Licensor 5.1 The Licensor may by written notice to the Licensee at any time, assign both its rights and its obligations under this Agreement, in which case the assignee will be novated to this Agreement in place of the Licensor. Any such assignment without such written notice shall be null and void. 6. No implied warranties 6.1 Except as expressly provided in this Agreement, the Licensor gives no warranty whatsoever in respect of the Software or its suitability for the Licensee's use, and except to the extent otherwise required by applicable law, all implied warranties are hereby excluded. 6.2 The Licensor will under no circumstances whatsoever be liable for consequential or indirect loss or damage of any kind arising out of or In any way connected with the Software or the Services or the performance of or failure to perform the provisions of this Agreement. 7. Payments 7.1 The Licensee must pay to the Licensor the Contract Price upon receipt of duly issued invoices therefor. Such payments must be made the amount within thirty (30) days of receipt of an invoice. 7.2 If the Licensee disputes the whole or any portion of the amount claimed in an invoice submitted by the Licensor, the Licensee must pay the portion of the amount stated in the invoice which is not in dispute and notify the Licensor in writing within seven (7) days of becoming aware of such Rev 2015/05/20 OAKLAND COUNTY COMPLIANCE OFFICE -PURCHASING CONTRACTNUMBER 004764 43 i T® OL �J COUNTY MI CHIGA N OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248.858.0511 1 purchasing@oakgov.com dispute, of the reasons for disputing the remainder of the invoice. The Licensee must pay the remainder of the invoice (or such other amount as is determined to be the correct amount) within seven (7) days of the settlement of the dispute by agreement of the Parties or otherwise in accordance with this Agreement. 7.3 If any withholding tax must be withheld from the Contract Consideration or if value added tax or other tax (other than a tax that relates to income) is payable on the contract Consideration, then the Licensor may increase the Contract Consideration or the relevant part thereof by the amount of such withholding tax or value added or other tax which must be withheld by the Licensee or paid by the Licensor. 8. Force Majeure 8.1 Subject to the provisions of clause 8.2, except for circumstances of its own negligence neither Party will be liable for its failure to perform any of its obligations under this Agreement due to a cause beyond its reasonable control (except those caused by a lack of funds) including, but not limited to Acts of God, fire, flood, explosion, strikes, lock outs or other industrial disturbances, laws, rules and regulations or orders of any duly constituted government authority or non - availability of materials or transportation (each a "Force Majeure Event"). 8.2 All time limits imposed by this Agreement will be extended by a period equal to the period of delay resulting from a Force Majeure Event. Rev 2015/05/20 OAKLAND COUNTY COMPLIANCE OFFICE- PURCHASING CONTRACT NUMBER 004764 44 0AKLANE COUNTY I77C FlTGAN COMPLIANCE OFFICE PURCHASING ANNEXURE 1— SOFTWARE OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office I Purchasing 248-858-0511 1 purchasing@oakgov.com • The Software is a relational database designed specifically for the Animal Welfare and Animal Management Industries. • The Software has been developed utilizing the expertise of people within the animal industry from one of the largest Animal Welfare organizations in Australia. • The Software uses some of the latest Internet technology to display information stored on a central server to any computer with Internet access and required security access. ASP security ensures only people with a username and password can use the system. If a person attempts to log in without these necessary details, they will be locked out of the system. By using ASP Cookies, the IP address of the terminal is saved, allowing the userto be tracked. • The database is written in SQL and is designed to operate on Microsoft SQL Server. • Users can access the database via a Web Browser, which sends ASP commands to the server. The ASP commands then use SQL programming language to connect to the database and make the required changes or perform the requested action. • The fact that the SQL based database uses ASP commands means the database can utilize any number of other browser based applications. It is this technology that provides the web -enabled capacity of the software allowing it to integrate in real-time with such applications as a public access Lost and Found website. • The package includes the following Department modules: o Shelter Operations O Veterinary Services o Basic Fundraising O Volunteers o Foster Care and Wildlife • The Software is also provided preloaded with: Rev 2015/05/20 o A minimum of 150, department specific, reports as well as numerous various forms and printable histories. OAKLAND COUNTY COMPLIANCE OFFICE -PURCHASING CONTRACT NUMBER 004764 45 OAKh"Uc COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING Rev 2015/05/20 o A section for generating receipts. OAKLAND COUNTY EXECUTIVE, L, BROOKS PATTERSON Compliance Office I Purchasing 248-858-0571 i purchasingD_oakgov.com o A section for administrator access and control referred to as the Administration module. o A comprehensive online Help manual. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACTNUMBER 004764 46 o,K.AND . C O U NTY M I C H I G AN COMPLIANCE OFFICE PURCHASING ANNEXURE 2 — CONTRACT SPECIFICATIONS OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office ( Purchasing 248-858.0511 1 purchasing@oakgov.com a) Software It is acknowledged and agreed that the Software will be deployed as agreed between the configuration: Licensor and the Licensee in the Contract to which this license agreement is an exhibit ("Principal Agreement"). b) Services to be The Licensor must carry out the services described in theContract. provided by Licensor: c) Other things to The Licensor must supply the Shelter Buddy Information and Training Materials. be provided by The Licensor must ensure access to a toll free phone number for support, with support to Licensor: be provided via telephone and the internet. The Licensor must procure (using third party contractors supplied by the Licensor at its expense) the online training of all staff at Licensee's site, as set out in attachment 1. The Licensor must procure (using third party contractors supplied by the Licensor at its expense) the online training for all staff that have full administrative access at Licensee's site, as set out in attachment 1. The Licensor must ensure access to a training/development website. d) Contract Price: The purchase price for the Software and initial set up is as set out in the Contract. The Licensee will also pay to the Licensor such other fees and charges set out in theContract. e) Term: The License will apply for the Term of theContract. Rev 2015/05/20 OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004764 47 EXHIBIT IV PROFESSIONAL SERVICE CONTRACT NUMBER: XXXXXX Contract Expiration Date: XX/XX/XXXX Contract - NOT TO EXCEED AMOUNT S XX.XXX.XX This "Contract" is made between the PARTICIPATING PUBLIC BODY, hereinafter called "PPB" and the "Contractor" as further described in the following Table. This Contract is modeled after Professional Services Contract Number dated . between PPB and Contractor, as more fully described herein. In this Contract, either Contractor or the PPB may also be referred to individually as a "Party" orjointly as the "Parties". PARTICIPATING PUBLIC BODY Contact Person Address (herein, the "PPB") PPB(Vendor Number]PPB Rev 2015/05/20 CONTRACTOR NAME Contact Person Address Vendor I.D. No. (herein the "Contractor") PPB EXHIBIT OAK) AND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACTNUMBER 004764 48 This Contract is organized and divided into the following Sections for the convenience of the Parties. Section 1. Contract Purpose Section 2. Contract Definitions Section 3. Contract Term and Renewal Section 4. Contract Administration and Amendments Section5. Contract Termination Section 6. SCODe of Deliverables and Financial/Pavment Obligations Section 7. Contractor's Warranties and Assurances Section 8. Liability Section 9. Contractor Provided Insurance Section 10. Intellectual Prooertv and Confidentiality Section 11. General Terms and Conditions §1. CONTRACT PURPOSE 1.1. After a competitive bidding and selection process by Oakland County, Contractor was chosen to provide services, described more fully in the Scope of Services Exhibits, to Oakland County. Contractor desires to extend the terms and conditions in this Contract to a PPB, to enable it to make purchases from Contractor according to the terms herein. 1.2. Oakland County shall not be a party to a contract between Contractor and a PPB. Oakland County shall not have any liability, of any sort, for any harm or action that may arise from purchases made by any PPB pursuant to the terms of this Contract. 1.3. PPBs must deal directly with Contractor for any transactions such as purchases, invoices, price questions, disputes, etc. that relate to their individual agreement with Contractor. Contractor must respond timely to PPB inquiries. §2. CONTRACT DEFINITIONS 2.1. 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: 2.2. "Amendment" means any change, clarification, or modification to this Contract. 2.3. "Business Day" means Monday through Friday from 8:00 a.m. to 5:00 p.m., excluding PPB designated holidays. 2.4. "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, PP8 EXHIBIT Rev 2015/05/20 OAKLAND COUNTY COMPLIANCE OFFICE -PURCHASING CONTRACT NUMBER 004764 49 or asserted against the PPB or for which the PPB 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. 2.5. "Confidential Information" means all information and data that the PPB is required or permitted by law to keep confidential and "Proprietary Information" as defined herein. 2.6. "Contract" means this document and any other documents expressly incorporated herein. 2.7. "Contractor' means the entity or person listed under "Contractor" on the first page of this Contract. 2.8. "Contractor Employee" means any employee; officer; director; member; manager; trustee; volunteer; attorney; licensee; contractor; subcontractor; independent contractor; subsidiary; joint venturer; partner or agent of Contractor; and any persons acting by, through, under, or in concert with any of the above, whether acting in their personal, representative, or official capacities. Contractor Employee shall also include any person who was a Contractor Employee at any time during the term of this Contract but, for any reason, is no longer employed, appointed, or elected in that capacity. 2.9. "Contract Documents" mean the following documents, which this Contract includes and incorporates: 2.9.1. © Exhibit I: Contractor Insurance Requirements 2.9.2. M Exhibit II: Scope of Contractor Deliverables/Financial Obligations 2.9.3. ® Exhibit III: Software License 2.10. "Oakland County" means the Oakland County of Oakland, a Municipal and Constitutional Corporation, its departments, divisions, authorities, boards, and committees. 2.11. "PPB Agent" means any elected and appointed officials; directors; board members; council members; commissioners; employees; and volunteers of the PPB; whether acting in their personal, representative, or official capacities. "PPB Agent' shall also include any person who was a "PPB Agent' anytime during the term of this Contract but, for any reason, is no longer employed, appointed, or elected and in that capacity. 2.12. "PPB Data" means information or data provided by PPB 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. PPB Data includes Confidential Information as defined in this Contract. 2.13. "Day" means any calendar day, which shall begin at 12:00:00 a.m. and end at 11:59:59 p.m. 2.14. "Deliverables" means goods and/or services provided under this Contract, whether tangible or intangible, and may be more specifically described in Exhibit II. PPB EXHIBIT Rev 2015/05/20 OAKLAND COUNTY COMPLIANCE OFFICE -PURCHASING CONTRACTNUMBER 004764 so 2.15. "Effective Date" means midnight on the date listed on the first page of this Contract. 2.16. "Expiration Date" means 11:59.59 p.m. on the date listed on the first page of this Contract. 2.17. "E-Verify" means an Internet based system operated by the Department of Homeland Security (DHS) in partnership with the Social Security Administration (SSA) that allows participating employers to electronically verify the employment eligibility of their newly hired employees. Information and the registration process are found at the E-Verify website: https://e- verifV.uscis.gov/enroll. 2.18. "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. 2.19. "Iran -Linked Business" is defined in the Michigan Compiled Laws (MCL), specifically MCL 129.312, being Section 2 of Public Act 517 of 2012. 2.20. "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 PPB's financial obligation under this Contract, but the maximum amount that can be paid to Contractor during the term of this Contract. 2.21. "PPB" which stands for Participating Public Body, means an entity created by state or Federal law which is primarily funded by or through a governmental authority and which registers to access PPB's G2G MarketPlace Website. 2,22. "Proposal" means Contractor's response or bid to the PPB's Request for Proposal, Request for Qualifications, or Request for Quotes. 2.23. "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. 2.24. "Purchase Order" means the PPB's written request to Contractorfor Deliverables pursuant to this Contract. The Purchase Order may include terms regarding delivery schedule, payment, and transportation. 2.25. "Purchasing" means the Purchasing Unit of the Oakland PPB Compliance Office. 43, CONTRACT TERM AND RENEWAL 3.1. Contract Term. This Contract shall begin on the Effective Date and shall end on the Expiration Date. 3.2. 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. 3.3. Legal Effect. This Contract shall be effective and binding when all of the following occur: (a) this Contract is signed by a Contractor Employee, legally authorized to bind Contractor; (b) this Contract is signed by an authorized PPB Agent; (c) all Contractor certificates of insurance, required by this PPB EXHIBIT Rev 2015/05/20 DAKIAND COUNTY COMPLIANCE OFFICE -PURCHASING CONTRACTNUMBER 004764 51 Contract, are submitted and accepted by Purchasing; and (d) any other conditions precedent to this Contract have been met. §4, CONTRACT ADMINISTRATION AND AMENDMENTS 4.1. Contract and Purchase Order Issuance. PPB shall issue this Contract and any Purchase Orders that may be required. 4.2. Purchase Orders. Purchase Orders issued under this Contract are governed by the terms and conditions of this Contract and are included and incorporated herein. 4.3. Project Managers, Each Party may designate an employee or agent to act as a Project Manager. If Project Managers are selected, they shall be listed in the Scope of Services Exhibit(s) as well as their duities. 4.4. Contract Administrators. The PPB 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 signature page of this Contract. The PPB'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 PPB's Contract Administrator(s) have no authority to amend this Contract. 4.5. 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 PPB Agent. 4.6. 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 PPB, undo any out -of -scope work that the PPB believes would adversely affect the PPB. 43. Precedence of Contract Documents. In the event of a conflict, the terms and conditions contained in Sections 1 through 11 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. Rev 2015/05/20 PPB EXHIBIT OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACTNUMBER ON764 52 §5. CONTRACT TERMINATION 5.1. PPB Termination. In addition to any other legal rights the PPB may have to terminate or cancel this Contract, the PPB may terminate the Contract as follows: 5.2. Immediate Termination. The PPB 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. 5.3. Termination for Convenience. The PPB 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. 5.4. Contractor Termination. Contractor may terminate or cancel this Contract, in whole or part, upon one hundred and eighty (180) Days' notice to the PPB, if the PPB 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 PPB. 5.5. PPB's Obligations Upon Termination. The PPB's sole obligation in the event of termination or cancellation of this Contract is for payment of the actual Deliverables provided to the PPB before the effective date of termination. Under no circumstances shall the PPB 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 PPB shall not be obligated to pay Contractor any cancellation or termination fee if this Contract is cancelled or terminated as provided herein. If the PPB 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. 5.6. Contractor's Obligations Uoon Termination. If the PPB 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 PPB 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 PPB Data provided to Contractor by the PPB; (d) unless otherwise directed by the PPB, transfer title in and deliverto the PPB all Deliverables in the possession of Contractor or Contractor Employees (which Deliverables are transferred to the PPB "As -Is", except to the extent the amounts paid by the PPB 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. PPB EXHIBIT Rev 2015/05/20 OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACTNUMBER 004764 53 5.7. Assumption of Subcontracts. If Contractor is in breach of this Contract and the PPB terminates this Contract, then the PPB 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 PPB, in its sole judgment, deems expedient. §6. SCOPE OF DELIVERABLES AND FINANCIAL/PAYMENT OBLIGATIONS 6.1. 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 6.2. Software License(s). If this Contract includes a Software License(s) as described in Exhibit III, then the Parties shall follow the terms and conditions therein. Any applicable third party Software License(s) are also provided in Exhibit V 6.3. Financial Obligations. Except as otherwise set forth in this Contract, the PPB's sole financial obligation underthis Contract shall be set forth in the Exhibits. The amount and manner of payment of the financial obligation shall be set forth in the Scope of Services Exhibit(s) and may be in the Software License Exhibit V, if applicable, or a Purchase Order. 6.4. Pavment Obligations. Except as otherwise set forth in the Exhibits, Contractor shall submit an invoice to the PPB'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) PPB Contract Number; (b) dates of Deliverables; (c) itemized list of Deliverables; (d) Contractor Tax ID Number (federal and State); (e) licenses; and (f) any other information requested by Purchasing. The PPB shall have no obligation to make a payment under this Contract until an invoice is submitted in the form set forth herein and shall have no obligation to pay for Deliverables, which have not been invoiced (as required herein) within sixty (60) Days of Contractor's performance. Unless otherwise set forth in the Exhibits, the PPB shall only pay Contractor for Deliverables underthis Contract and not any subcontractors or assignees of Contractor. 6.5. 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. This Section does not apply if there are automatic renewal provisions agreed to for I.T. Services provided. 6.6. No Obligation for Penalties/Casts/Fines. The PPB 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. 6.7. Set -Off of PPB Costs. If the PPB incurs any costs associated with the duties or obligations of Contractor under this Contract, then the PPB 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 PPB-provided equipment, supplies, or badges that are not returned by Contractor upon completion, termination, or cancellation of this Contract. PP8 EXHIBIT Rev 2015/05/20 OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004764 54 6.8. In -Kind Services. Unless expressly provided herein, this Contract does not authorize any in -kind services by either Party. §7. CONTRACTOR'S WARRANTIES AND ASSURANCES 7.1. 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 PPB 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. 7.2. Complete and Accurate Representations. Contractor certifies that all statements, assurances, records, and materials submitted to the PPB in connection with seeking and obtaining this Contract have been truthful, complete, and accurate. 7.3. 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 PPB, if requested. 7.4. 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 PPB, then Contractor shall comply with all applicable grant requirements. Upon request of Contractor, the PPB shall provide Contractor with a copy of the applicable grant requirements. 7.5. Contractor Incidental Expenses. Except as otherwise expressly provided in this Contract, Contractor shall be solely responsible and liable for all costs and expenses associated or needed to perform this Contract, including, but not limited to, any professional dues, association fees, license fees, fines, taxes, and penalties. 7.6. Equipment and Supplies. Contractor is responsible for providing all equipment and supplies to perform this Contract, which are not expressly required to be provided by the PPB. 7.7. Contractor Emplovees. 7.7.1. Number and Qualifications of Contractor Emplovees. 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. 7.7.2. Control and Supervision 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. 7.7.3. Removal or Reassignment of Personnel at the PPB's Reauest. Contractor shall remove a Contractor Employee performing work under this Contract at the PPB's request provided that the PPB's request is based on legitimate, good -faith reasons. Replacement personnel for the removed PER EXHIBIT Rev 2015/05/20 OAKLAND COUNTY COMPLIANCE OFFICE -PURCHASING CONTRACT NUMBER 004764 55 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 PPB, 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. 7.7.4. Contractor Emplovee Identification. If requested by the PPB, Contractor Employees shall wear and display appropriate PPB-provided identification at all times while working on PPB premises. Contractor shall return all PPB-provided identification upon completion of Contractor's obligations under this Contract. 7.7.5. Background Checks. At the PPB's request, Contractor Employees performing work under this Contract shall be subject to a background check by the PPB. The scope of the background check is at the discretion of the PPB 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 PPB 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. 7.7.6. Compliance with PPB Security Policies and Use Policies. Contractor shall require all Contractor Employees to comply with the PPB's security and acceptable use policies for PPB property (tangible and intangible), equipment, resources, facilities, and systems. Upon request, the PPB shall provide such policies to Contractor. 7.7.7. Contractor Emplovee Exoenses. 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 PPB harmless for all Claims against the PPB 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. 7.7,8. Contractor's Compliance with the Patient Protection and Affordable Care Act. If Contractor is subject to the Patient Protection and Affordable Care Act ("ACA"), PL 111-148, 124 Stat 119, then Contractor shall ensure that all Contractor Employees, under assignment to the PPB, and their dependents, as defined by the ACA, are provided with or have access to insurance as required by the ACA. If Contractor is subject to the ACA, Contractor warrants it offers group health coverage to Contractor Employees and their dependents that is affordable, that provides minimum essential coverage and value, and that each offer of coverage meets the timing requirements of the ACA. Contractor warrants, whether or not it is subject to the ACA, that it will pay all applicable fees, taxes, or fines, as set forth in the employer mandates of the ACA under Tax Code §4980H and related regulations for any Contractor Employee, whether the fee, tax, or fine is assessed against the Contractor or the PPB. 7.8. Acknowledgment of Independent Contractor Status. PPB EXHIBIT Rev 2015/05/20 OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004764 I•i 7.8.1. Independent Contractor. Nothing in this Contract is intended to establish an employer -employee relationship between the PPB and Contractor or any Contractor Employee. In no event, shall Contractor Employees be deemed employees, agents, volunteers, or subcontractors of the PPB. Contractor shall ensure that Contractor Employees are apprised of their status as independent contractors and the limitations of this status. 7.8.2. Contractor/Contractor Emplovee Representations. Contractor and/or Contractor Employees shall not represent themselves as PPB employees. Contractor shall ensure that Contractor Employees do not represent themselves as PPB employees. 7.8.3. PPB Benefits and Plans. Contractor and Contractor Employees shall not be entitled to participate in any PPB 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. 7.8.4. PPB Reliance. The PPB 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. 7.9. 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 PPB, Contractor shall furnish copies of any permit, license, certificate, or governmental authorization necessary to perform this Contract. 7.10. E-Verify. All service contractors who wish to contract with the PPB 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. 7.11. Iran -Linked Business Certification. For Michigan PPBs only: 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 PPB, if Contractor becomes an Iran -Linked Business at any time during this Contract. PPB EXHIBIT Rev 2015/05/20 OAKLAND COUNTY COMPLIANCE OFFICE -PURCHASING CONTRACTNUMBER 004764 57 7.12. Taxes. 7.12.1. 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 PPB shall not be liable to or required to reimburse Contractor for any local, state, or federal tax of any kind. 7.12.2. PPB Tax -Exempt. The PPB is exempt from state and local sales tax, personal property tax, and real property tax. Prices underthis Contract shall not include taxes, unless the PPB is not tax-exempt for a specific Deliverable. Exemption certificates for sales tax will be furnished upon request. 7.13. 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. 7.14. Warrantv for Goods. All Deliverables that are goods shall be subject to the following warranties: 7.14.1. 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. 7.14.2. 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 PPB 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. 7.14.3. Warrantv of Title. All goods conveyed to the PPB shall be conveyed and transferred: (a) with good title, (b) free from any security interest, lien, or encumbrance that the PPB 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. 7.15. Response to Leeal Reauest for PPB Data. If PPB receives a Court Order, a Freedom of information Act (FOIA) request, or other legal request to provide PPB Data held by Contractor, then Contractor shall provide PPB Data to the PPB, in a format directed by the PPB, within the time frame required by law. 7.16. Section 508 Compliance. if Contractor is providing a service or product that requires PPB Agents or the general public to access a website, Contractor warrants end users will have the ability to access the website to register and provide information updates to receive the services herein in accordance with the accessibility requirements of Section 508 Amendment to the Rehabilitation Act of 1973. 7.17. Price Warrantv. Contractor warrants that it will provide PPB and PPBs with the lowest and best price available for the same level of services and products. §8. LIABILITY PPB EXHIBIT Rev 2015/05/20 OAKLAND COUNTY COMPLIANCE OFFICE -PURCHASING CONTRACT NUMBER 004764 58 8.1. Contractor Indemnification. Contractor shall indemnify, defend, and hold the PPB harmless from all Claims, incurred by or asserted against the PPB 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 PPB's right to indemnification is in excess and above any insurance rights/policies required by this Contract. 8.2. No Indemnification from the PPB. Contractor shall have no rights against the PPB for indemnification, contribution, subrogation, or any other right to be reimbursed by the PPB, except as expressly provided herein. §9. CONTRACTOR PROVIDED INSURANCE. At all times during this Contract, Contractor shall obtain and maintain insurance according to the specifications listed in Exhibit I. §10. INTELLECTUAL PROPERTY AND CONFIDENTIALITY 10.1. Contractor Use of Confidential Information/PPB Data. Contractor and/or Contractor Employees shall not reproduce, provide, disclose, or give access to Confidential Information or PPB Data to any Contractor Employee not having a legitimate need to know the Confidential Information or PPB Data or to any third -party. Contractor and Contractor Employees shall only use the Confidential Information and PPB Data for performance of this Contract. Notwithstanding the foregoing, Contractor may disclose the Confidential Information or PPB Data if required by law, statute, or other legal process; provided that Contractor: (a) gives the PPB prompt written notice of the impending disclosure, (b) provides reasonable assistance to the PPB 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 PPB 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 PPB, 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. 10.2. Contractor Use of PPB Licensed Software. In order for Contractor to perform this Contract, the PPB may permit Contractor or Contractor Employees to access certain Software licensed to the PPB. 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 PPB 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. 10.3. 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, ortrade secret rights in PPB Intellectual Property; (b) any and all programs, inventions, and other work or authorship developed by Contractor while providing Deliverables to the PPB are works made for hire, created for, and owned exclusively by the PPB, unless otherwise specified in PPB EXHIBIT Rev 2015/05/20 OAKLAND COUNTY COMPLIANCE OFFICE -PURCHASING CONTRACT NUMBER 004764 59 the Contract; (c) Contractor assigns to the PPB all rights and interest in PPB Intellectual Property, which Contractor has made or conceived or may make and conceive, either solely or jointly with others, either on or off PPB premises while performing this Contract or with the use of the time, material, or facilities of the PPB; and (d) Contractor and its applicable Contractor Employees shall sign any documents necessary for the PPB to register patents, copyrights, or trademarks with federal or state agencies. Contractor shall ensure its Contractor Employees assign their rights and interests in PPB Intellectual Property to the PPB. 10.4. Use of PPB Data. If Contractor uses or possesses PPB Data in the performance of this Contract, then the following provisions contained in this subsection apply: 10.4.1. Implementation of Securitv Measures. Contractor shall implement and maintain appropriate administrative, technical, and organizational security measures to safeguard against unauthorized access, disclosure, ortheft of PPB 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. 10.4.2. Unauthorized Access/Disclosure or Theft of PPB Data. Contractor shall promptly notify PPB immediately of becoming aware of an actual or suspected unauthorized access, disclosure, or theft of PPB Data. Contractor shall (1) take commercially reasonable measures to promptly cure the deficiencies relating to the security breach in order to secure PPB Data, and (2) comply with any applicable federal or state laws and regulations pertaining to unauthorized disclosures. 10.4.3. Storaee of PPB Data. Contractor shall only store and process PPB Data at and from data centers located within the United States. Contractor shall not and shall not permit Contractor Employees to store PPB 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 PPB Data remotely only as required to provide technical support. 10.4.4. Oblieations upon Expiration. Termination or Cancellation of Contract. At the PPB's sole discretion, upon expiration, termination, or cancellation of this Contract, Contractor shall return PPB Data in a mutually agreeable format in a prompt and orderly manner or provide for the secure disposal of PPB Data as directed by PPB. §11. GENERAL TERMS AND CONDITIONS 11.1. Access to PPB Pronertv or Facilities. As set forth in this Contract, Contractor has access to and the right to use PPB property and facilities necessary to perform this Contract. Unless otherwise provided in this Contract or Contractor receives prior written permission from the PPB, Contractor may only access and use PPB property and facilities for performance of this Contract on Business Days. 11.2. Siens on PPB Property or Facilities. Contractor shall not place any signs or advertisements on PPB property or facilities without the prior written permission of the PPB. PPB EXHIBIT Rev 2015/05/20 OAKLAND COUNTY COMPLIANCE OFFICE -PURCHASING CONTRACT NUMBER 004764 R0 11.3. Use of PPB Prooertv or Facilities. While performing this Contract, Contractor shall keep PPB 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 PPB's performance of its functions. 11.4. Removal of Contractor Personal Prooertv. At the expiration or termination of this Contract, Contractor shall leave PPB 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 PPB shall dispose of it and bill Contractor for any costs associated with the removal and disposal, 11.5, Damage to PPB Prooertv or Facilities. Contractor shall be responsible for any damage to any PPB property or a facility that is caused by Contractor or Contractor Employees. If damage occurs, the PPB 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 PPB for all costs associated with repairing and/or replacing the damaged property or facilities. 11.6. Damage to PPB Prooertv. 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 PPB property or facilities during performance of this Contract. 11.7. PPB's Right to Suspend Contract Performance. Upon written notice, the PPB 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 PPB's right to terminate and/or cancel this Contract. The PPB shall incur no penalty, expense, or liability to Contractor if the PPB suspends performance of this Contract under this Section. 11.8. Discrimination. Contractor shall not discriminate against any employee or applicant for employment in violation of state or federal law. Contractor shall promptly notify the PPB of any complaint or charge filed and/or of any determination by any court or administrative agency of illegal discrimination by Contractor. 11.9. Conflict of Interest. No contracts shall be entered into between the PPB and any PPB 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 PPB. Contractor shall give the PPB notice if there are any PPB Agents or relatives of PPB Agents who are presently employed by Contractor. 11.10. 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 PPB with reasonable access to such books and records, upon request. 11.11. Audit. The PPB or an independent auditor hired by the PPB may perform contract audits (in its sole discretion) and shall have the authority to access all pertinent records and data and to interview Rev 2015/05/20 PPB EXHIBIT OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004764 61 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 PPB 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 Contractorto 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. 11.12. Assignments/Delegations/Subcontracts, 11.12.1. 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 PPB that the affiliate or subsidiary can perform this Contract. The PPB may withhold consent, if the PPB determines that the assignment, delegation, or subcontract would impair performance of this Contract or the PPB's ability to recover damages under this Contract. Contractor shall also provide the PPB with adequate information to allow the PPB to make a determination regarding the assignment, delegation, or subcontract. 11.12.2. Flow Down Clause Required. Any assignment, delegation, or subcontract by Contractor must include a requirement that the assignee, delegee, or subcontractor will comply with the terms and conditions of this Contract. The assignment, delegation, or subcontract shall in no way diminish or impair performance of any term or condition of this Contract. 11.12.3. Contractor Responsibility for Assigns/Delegates/Subcontractors. If Contractor assigns, delegates, or subcontracts this Contract, in whole or in part, Contractor shall remain the sole point of contact regarding all matters under this Contract and shall remain liable for performance of this Contract. Contractor is solely responsible for the management of assignees, delegees, and subcontractors. 11.12.4. 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. 11.13. 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 PPB 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. Rev 2015/05/20 PPB EXHIBIT OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACTNUMBER 004764 62 11.14. 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. 11.15, 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 Purpose, Section 2. Contract Definitions, Section 6. Scope of Deliverables and Financial/Payment Obligations, Section 7. Contractor's Warranties and Assurances, Section 8. Liability, Section 9. Contractor Provided Insurance, Section 10. Intellectual Property and Confidentiality, and Section 11. General Terms and Conditions. 11.16. 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 PPB. 11.17. Compliance with Laws. Contractor shall comply with all federal, state, and local laws, statutes, ordinances, regulations, insurance policy requirements, and requirements applicable to its activities under this Contract. 11.18. 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 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. 11.19. Notices. 11.19.1. 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. 11.19.2. Notice to Contractor. Unless otherwise specified, Notice to Contractor shall be addressed to the Contract Administrator listed on the signature page of this Contract. 11.19.3. Notice to PPB. Unless otherwise specified herein, Notice to the PPB shall be addressed to Purchasing, the PPB Project Manager (if applicable), and the PPB Contract Administrator(s) listed on the signature page of this Contract. PPB EXHIBIT Rev 2015/05/20 OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004764 63 11.20. 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. 11.21. 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. 11.22. 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. 11.23. Severability. If a court of competent jurisdiction finds a term or condition of this Contract to be illegal or invalid, then the term or condition shall be deemed severed from this Contract. All other terms or conditions shall remain in full force and effect. Notwithstanding the above, if Contractor's promise to indemnify or hold the PPB 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 PPB. 11,24. 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. 11.25. Governing Laws/Consent to Jurisdiction and Venue, This Contract shall be governed, interpreted, and enforced by the laws of the state of the PPB. 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 appropriate state or federal court of the PPB, 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. 11,26. 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. PPB EXHIBIT Rev 2015/05/20 OAKLAND COUNTY COMPLIANCE OFFICE -PURCHASING CONTRACT NUMBER 004764 M-3 The undersigned executes this Contract on behalf of Contractor and the PPB, and by doing so legally obligates and binds Contractor and the PPB to the terms and conditions of this Contract. FOR THE CONTRACTOR: BY: DATE: appeared in person before me this day and executed this Contract on behalf of Contractor and acknowledged to me under oath that has taken all actions and secured any and all necessary approvals and authorizations and has the requisite authority from Contractor to fully and completely obligate and bind Contractor to the terms and conditions of this Contract and any and all other documents incorporated by reference and also acknowledged to me under oath having been provided with copies and having read and reviewed all Contract documents including all documents incorporated by reference. Subscribed and sworn to before me on this day of .20. Notary Public NAME OF CONTRACT ADMINISTRATOR FOR THE CONTRACTOR, IF APPLICABLE: BY: DATE: FOR THE PPB: BY: DATE: NAME OF CONTRACT ADMINISTRATOR FOR THE PPB, IF APPLICABLE: 03 DATE: PPB EXHIBIT Rev 2015/05/20 OAKLAND COUNTY COMPLIANCE OFFICE -PURCHASING CONTRACTNUMBER 004764 M1 EXHIBIT I CONTRACTOR INSURANCE REQUIREMENTS During this Contract, the Contractor shall provide and maintain, at their own expense, all insurance as set forth and marked below, protecting the County against any Claims, as defined in this Contract. The insurance shall be written for not less than any minimum coverage herein specified. Primary Coverages Commercial General Liability Occurrence Form including: (a) Premises and Operations; (b) Products and Completed Operations (including On and Off Premises Coverage); (c) Personal and Advertising Injury; (d) Broad Form Property Damage; (e) Independent Contractors; (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. Rev 2015/05/20 PPB EXHIBIT OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACTNUMBER 004764 66 Supplemental Coverages (Reouired as Checked) 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. ❑ Cyber Liability Insurance with minimum limits of $1,000,000 per claim and $1,000,000 aggregate. 4. ❑ Other Insurance Coverages as may be dictated by the provided product/service and deemed appropriate by the County Risk Management Department. PPB EXHIBIT Rev 2015/05/20 OAKLAND COUNTY COMPLIANCE OFFICE -PURCHASING CONTRACT NUMBER 004764 67 General Insurance Conditions The aforementioned insurance shall be endorsed, as applicable, and shall contain the following terms, conditions, and/or endorsements. All certificates of insurance shall provide evidence of compliance with all required terms, conditions and/or endorsements. 1. All policies of insurance shall be on a primary, non-contributory basis with any other insurance or self- insurance carried by the County; 2. The insurance company(s) issuing the policy(s) shall have no recourse against the County for subrogation (policy endorsed written waiver), premiums, deductibles, or assessments under any form. All policies shall be endorsed to provide a written waiver of subrogation in favor of the County; 3. Any and all deductibles or self -insured retentions shall be assumed by and be at the sole risk of the Contractor; 4. Contractors shall be responsible for their own property insurance for all equipment and personal property used and/or stored on County property; 5. The Commercial General Liability and Commercial Automobile Liability policies along with any required supplemental coverages shall be endorsed to name the County of Oakland and it officers, 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. PPB EXHIBIT Rev 2015/05/20 OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBLR 004764 68 EXHIBIT II Contractor Scope of Services for an Animal Shelter Management System 1. Introduction l .l. Contractor shall provide PPB with a cloud hosted system to maintain the records of the PPB animal shelter. The Shelter Management System ("System") will provide adoption management and the tracking of animals. This includes medication management, treatment scheduling and medical reporting as well as kennel management. The System will provide information for the public on the adoption status of animals and allow for the scheduling and tracking of volunteers. Multiple reports will be available for shelter personnel to review. 1.2. Contractor shall: 1.2.1. Implement the System and provide the deliverables described herein. 1.2.2, Integrate the System with PPB'S two pet licensing systems. 1.2.3. Provide onsite training. 1.2.4. Implement the System within 120 days after the Contract is executed. 1.2.5. Provide PPB with their Disaster Recovery Plan. 1.3. In the event that the Contractor becomes unwilling or unable to provide the necessary support services, PPB will have access to the latest version of the System source code and permission is given to utilize the software for the exclusive, royalty -free, fully paid -up right and license for continued use by the PPB solely for purposes of continued provision of the System. PPB shall be entitled to operate, support, repair, service, maintain and correct errors and bugs in the software. PPB shall not disseminate the source code without the written consent of Contractor. If PP8 receives access to the Source Code, it will only use such source code for the purposes described in this Section. 2. SYSTEM FEATURES The System provided by Contractor shall: 2.1. Adoption Management 2.1.1. Provide a priority listing of individuals interested in adopting an animal after the holding period ends. 2.1.2. Indicate which animals are eligible for adoption. 2.1.3. Provide PPB with the Application Program Interface ("API") needed to enable PPB to issue animal licenses from the PPB's two existing license applications. 2.1.4. Provide timely updated information to PetAdoption, Pet Finder and other pet PPB EXHIBIT Rev 2015/05/20 OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004764 69 adoption websites agreed to by the Parties. 2.1.5. Display electronic signatures on forms such as adoption agreements and rabies certifications and print the forms with signatures clearly displayed. 2.1.6. Create custom forms. 2.1.7. Provide a method to send out notifications when an animal holding period has ended and animals may be adopted. 2.1.8. Send animal license renewal reminders via email and postcard. 2.1.9. Provide animal adoption applications on line for the public to fill in and PPB to process. 2.1.10. Notify PPB when an animal adoption application is submitted. 2.1,11. Within the on line application, flag individuals who are not permitted to adopt with a red warning symbol. 2.2. Medication Management, Treatment Scheduling & Medical Reporting 2.2.1. Keep track of the quantity of veterinary supplies including medication and record which medication each animal received. 2.2.2. Enable PPB to schedule treatment needs of animals. 2.2.3. Send e-mail reminders to the public for post adoption or foster treatment needs. 2.2.4. Automatically cancel veterinary appointments if an animal is adopted prior to scheduled treatment and send a notification to the person with the animal that treatment is required. 2.2.5. Generate rabies certification documents. 2.3. Kennel Management 2.3.1. Provide a method to keep track of which animals are in each kennel, which kennels are unoccupied and indicate when an animal is moved to a different kennel. 2.3.2. Indicate a status for each animal and update the kennel list when an animal leaves the shelter or is euthanized. 2.4. Volunteer Tracking 2.4.1. Provide ability to input information about volunteers, including their skill set, position and level of training as well as the ability to remove volunteers or indicate inactive status. 2.4.2. Provide the ability for PPB to schedule volunteers based on skill set and preferences and send them notifications of work assignments and upcoming events. 2.4.3. Provide ability to generate reports on volunteers and classify them into skill sets, positions, training, number of hours volunteered, etc. 2.4.4. Prohibit volunteers from accessing anything in the System other than information pertaining to volunteers such as their schedule, number of hours volunteered, special PPB EXHIBIT Rev 2015/05/20 OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004764 FES events and training for volunteers. 2.5. System Reports 2.5.1. Provide the ability to create, query, export and print reports. If PPB requests customized reports not currently available, the Parties will need to amend the Contract to cover those additional reports. 2.5.2. Enable PPB to produce reports for the state of the PPB on statistics such as animals by age, animals euthanized, disposition on animals dead on arrival such as weight and date of death. 2.5.3. Ability to generate reports on: 2.5.3.1. Animal Shelter statistics such as numbers of animals: returned to owner, adopted by the public or given to an animal rescue group, euthanized, etc. 2.5.3.2. Kennel occupancy, and number of adoptable animals. 2.5.3.3. Complete medical history of each animal including person who administered treatment and the date of the treatment. 2.5.3.4. Animal adoption owners including their name, address, phone number, email address and notes made by Shelter staff. 2.5.3.5. Financial statistics such as daily, weekly and monthly receipts and expenses. 2.5.3.6. The number of animals taken in and processed per staff member. 2.6. integrate with other County systems 2.6.1. Provide PPB with the API needed to enable PPB to transfer data to the "Animal Web Licensing System' and the "Online Pet Licensing System" into the System. 2.6.2. Provide the API to enable PPB to integrate the System with its payment processor system. 2.7. Point of Sale Reporting 2.7.1. Provide ability to generate point of sale reports with the following features: 2.7.1.1. License, adoption and stray animal pick-up fees 2.7.1.2. Receipts for payments. 2.7.1.3. Fee structure with multiple fee options and the ability to bundle or unbundle fees. 2.8. Single Sign -On. If requested by PPB in the future and subject to an amendment to the Contract, Contractor will implement authentication using Federated Services as designated by PPB's Identity and Access Management (IAM) solution (e.g. SAML or 31' party cloud authentication) PPB EXHIBIT Rev 2015/05/20 OAKLAND COUNTY COMPLIANCE OFFICE -PURCHASING CONTRACT NUMBER 004764 71 3. SYSTEM IMPLEMENTATION Contractor shall use the steps described below to implement the System. 3.1. Initial Planning 3.1.1. Project Kick Off and Testing Scope Review Contractor's Project Manager shall conduct a conference call with PPB to initiate the various activities in the project. The kick off meeting shall include, at a minimum, the following items for discussion: 3.1.1.1. Identify points of contact for technical and administrative activity, email, mobile telephone, as well as after-hours contact guidelines in order for Contractor to create the Project Communication Plan. 3.1.1.2. Introduce individuals from the PPB and Contractor who will be performing the work and review roles and responsibilities. 3.1.1.3. Review a draft implementation Project Plan provided by Contractor. 3.1.1.4. Review this Scope of Services. 3.1.1.5. Discuss a tentative timeline for the project. 3.1.1.6. Identify the information transfer process for data that should remain restricted or confidential. PPB and Contractor will review the initial project work plan, schedule, and Communications Plan. PPB and Contractor will refine detailed project plans, schedules, deployment and training strategies, and begin to refine full project planning. The Project Kick Off Meeting will define any critical business schedule or deployment considerations that might impact the project's timeline. If it is discovered during the kick-off meeting that modifications to the testing are required, the Parties will review the Scope of Services and make agreed upon changes through an amendment to the Contract. 3.1.2. Information Gathering Contractor will communicate with PPB to obtain all necessary information to successfully implement the System, The Information Gathering Phase will define the functional and technical requirements for implementation of the project.. This shall include identifying: 3,1.2.1. The localization settings for PPB such as language code, country code and other coding specific to PPB. 3.1.2.2. The integrations required with other systems operated by PP8, including which data must be integrated into the System. 3.1.2.3. The types and requirements for reports required by PPB's Animal Control PPB EXHIBIT Rev 2015/05/20 OAKLAND COUNTY COMPLIANCE OFFICE -PURCHASING CONTRACT NUMBER 004764 72 3.2. Rev 2015/05/20 division. 3.1.2.4. The technical support that will be available during System set-up through post -implementation. 3.1.2.5. Potential dates for training, numbers of PPB staff to train and the PPB location that will be used for training. 3.1.3. Documentation Contractor shall provide PPB with: 3.1.3.1. A Detailed Project Plan including activities, tasks, and milestones including the date the System will go live and tasks assigned to each individual that will be used to build a project implementation schedule. The Detailed Project Plan will be used by the PPB to build a Master Project Schedule with dates and deliverables. The Detailed Project plan will be maintained and updated by Contractor on a continuous basis and provided to PPB to update the Master Project Schedule. 3.1.3.2. A Design Document that Contractor shall review with PPB 3.1.3.3. A project Communications Plan that will be used by PPB and Contractor during the term of the Contract. 3.1.3.4. A list of the hardware specifications, the required licensed software and browser settings. 3.1.3.5. Project Management Reports at agreed upon intervals (e.g. weekly) that summarize the work completed by Contractor. These reports will be used to measure the efficiency, progress, performance and quality of the System Contractor shall conduct interviews with internal PPB staff and will ensure that any security gaps are detected and documented. 3.1.3.6. Minutes from the Project Management Meetings will be provided in an agreed upon format for the life cycle of the project. 3.1.3.7. A detailed checklist of the tasks PPB and Contractor need to perform to implement the System. 3.1.3.8. A User Acceptance Test Plan that will be used for acceptance of the System and integration of each phase of the project. The plans will guide unit testing during each phase of the project. Configuration Planning Contractor and PPB shall work together to confirm: 3.2.1. The Internet and firewall settings necessary for hosting the System are in place. 3.2.2. The synching requirements to enable data from the System to be uploaded to the third party providers of pet adoption information, namely, Pet Finder and AdoptAPet. 3.2.3. The requirements for the API with the PPB's databases. PPB EXHIBIT OAKLAND COUNTY COMPLIANCE OFFICE- PURCHASING CONTRACT NUMBER 004764 73 3.2.4. What sample data will be used to test the data migration from current PPB systems to the Shelter Management System. 3.2.5. The method that will be used by PPB to report support issues to Contractor. 3.3. Installation and Configuration Contractor shall: 3.3.1. Test the installed. 3.3.2. Fine tune and adjust user profiles. 3.3.3. Review the API connections and syncing of AdoptaPet and Pet Finder applications. 3.3.4. Work with PPB to coordinate the API and PPB website functionality. 3.3.5. Test the back-up and recovery systems including how documentation will be retained in the event of a data recovery. 3.4. implementation Contractor shall: 3.4.1. Review the localization settings to verify they are set correctly. 3.4.2. Adjust user profiles if requested by PPB. 3.4.3. Provide PPB with the reports they request and verify the reports provide the information expected in the reports. 3.4.4, Work with PPB to determine if customized reports are needed to provide PPB the reporting information it requires. If so, Contractor shall develop the customized reports or configure a preset report to provide the needed information. 3.4.5. Provide PPB with Quick reference sheets for main functions of the System. 3.4.6. Provide PPB with reference guides that explain all of the features and functions of the System, including PPB specific customizations. 3.4.7. Provide PPB with a Quality Assurance (QA) environment for User Acceptance Training and a production environment for when the System is implemented. 3.5. Training Contractor shall: 3.5.1. Provide PPB with a Training Plan that includes role -based approach to educating users of the Contractor's system. 3.5.2. Two days of onsite training will be provided for all staff and volunteers identified by PPB to take the training classes. 3.5.3. Training shall cover all functions and features of the System. 3.5.4. Training materials shall be provided in Adobe PDF, MSWord format and any other format as agreed upon by PPB. The training materials will be updated by Contractor to include any changes made to the System specific to the PPB. PPB EXHIBIT Rev 2015/05/20 OAKLAND COUNTY COMPLIANCE OFFICE -PURCHASING CONTRACT NUMBER 004764 74 3.6. User Acceptance Testing Contractor shall: 3.6.1. Meet with Shelter staff to review the status of the System Implementation and review the User Acceptance Test Plans. 3.6.2. Provide User Test and Acceptance Plans that describe data input to be passed to the application modules and integrations, test procedures, expected system performance, and the output or results that should be received if the applications and integrations are functioning properly. 3.6.3. The final User Test and Acceptance Plans will be based on configuration and requirements documents approved by PPB. 3.6.4. Use the Test and Acceptance Plans to conduct integration and stress tests. These will demonstrate to PPB that the Configurations were implemented correctly and that the System's modules are functioning and performing properly to meet the functional requirements in the Hosted environment and will indicate if there are any outstanding issues that need to be resolved. 3.6.5. First address any issues that relate to requirements identified in this document. 3.6.6. Review all support requests to ensure all issues identified as System bugs are addressed. 3.7. Deployment Contractor shall 3.7.1. Monitor the users of the System to ensure they are using the System correctly. 3.7.2. Monitor the issues reported by PPB. 3.7.3. Have conference calls with PPB as necessary to resolve outstanding issues. 3.8. Integration Framework and Testing Contractor shall migrate data to the System from the legacy databases prior to the Go -live date. PPB shall review the data to ensure it migrated accurately. Contractor shall run test reports to verify if the data from the legacy databases is migrating correctly. 4. PRICING ONE-TIME COSTS FOR HOSTED OPTION: Cost Description One Time Cost Software Shelter Management System Modules Module 1- ShelterBuddy' Pro Module 2 - Lost, Found and Adoption Public Site or API for website integration PPB EXHIBIT Rev 2015/05/20 OAKLAND COUNTY COMPLIANCE OFFICE- PURCHASING CONTRACT NUMBER 004764 75 Module 3 - Adhoc Reporting Module $5, 000.00 Module 4 - Google Map Interface (available November 2015) Module 5 - Electronic Signature Capture Module Module 6 -Virtual Shelter Total Shelter Management System Modules $ 26,120.00 Third Party Software (e.g. SQL Server, Crystal Reports) Database Server Application 1-Adhoc Reporting Module Application 2 - Google Map Interface Total Third Party Software Total Software $ 26,120.00 Hardware - Not required for Hosted Option Professional Services Task 1: Initial Planning Task 2: Configuration Planning The cost for Task 3: Installation and Configuration these services is Task 4: Implementation included in the Task 5: User Acceptance Task 6: Deployment base price Task 7: Integration Framework and Training Total Professional Services Training Training Application 1 $ 2,500.00 Total Training $ 2,500.00 Travel and Expense Trip 1: <purpose of trip> PPB EXHIBIT Rev 2015/05/20 OAKLAND COUNTY COMPLIANCE OFFICE -PURCHASING CONTRACT NUMBER 004764 76 Airfare Estimate (round trip <originating city> to Oakland County Michigan) Hotel Estimate Taxi Estimate Other Expenses - <supplies, long distance, etc.> Total Travel and Expense Total Implementation Costs including Adhoc Reporting Total Implementation Costs without Adhoc Reporting $ 500.00 $ 900.00 $ 300.00 $ 600.00 $ 2,300.00 $ 30,920.00 $25,920 TABLE D-2A. ON -GOING COST & PRICE TABLE FOR SHELTERBUDDY•M HOSTED OPTION WITH ADHOC REPORTING Item Svstem Sunnort & Maintenance Cloud Hosted Model Cost Pricing Structure Price Monthiv $688.00 Monthiv $345.00 On -Going Cost & Price Table for ShelterBuddyTm Hosted Option without Adhoc Reporting Item Svstem Sunnort & Maintenance Cloud Hosted Model Cost 5. PAYMENT Pricing Structure Price Monthiv $519.00 Monthiv $345.00 5.1. PPB shall provide payment to Contractor for Implementation Costs as follows: 5.1.1. Half (%2) of the Total Implementation Costs upon execution of the Contract Which is either $15,460 if Adhoc reporting is required by PPB or $12,960 without Adhoc reporting. 5.1.2. One-fourth (1/4) of the Total Implementation Costs upon receipt of the Detailed Project Plan described in Section 3. Which is either $7,730 if Adhoc reporting is required by PPB or $6,480 without Adhoc reporting. PPB EXHIBIT Rev 2015/05/20 OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004764 77 5.1.3. One-fourth (1/4) of the Total Implementation Costs upon System Acceptance by PPB. System Acceptance shall be based upon the final User Test and Acceptance Plan documentation approved by PPB. 5.2. PPB shall provide payment to Contractor for Support and Maintenance and for the Cloud Hosting Model beginning with the first month that the System is accepted by PPB. 6. ROLES AND RESPONSIBILITIES 6.1. Contractor Responsibilities 6.1.1. Contractor will be responsible for providing the services and deliverables outlined in this document. 6.1.2. Contractor shall have appropriate staff available during conference calls. 6.1.3. Contractor shall place the source code to the System in an escrow account subject to the terms of the third party escrow provider agreed to between Contractor and PPB. 6.2. PPB Responsibilities — PPBshall: 6.2.1. Have PPB personnel available during regular business hours to assist in the System implementation. 6.2.2. Ensure that the computers and tablets meet the minimum hardware specifications and have the necessary software installed. This includes PC's with at a minimum Internet Explorer 11.. 6.2.3. Ensure that the computers and tablets are properly licensed and the browsers are properly configured. 6.2.4. Ensure that any ancillary access devices such as signature pads, printers and Wi-Fi cameras are configured. 7. SERVICE LEVEL COMMITMENT & SUPPORT DELIVERABLES 7.1. Contractor shall provide PPB with: Rev 2015/05/20 7.1.1. A live person to telephone support; 7.1.2. Monitored email support; 7.1.3. Remote assistance using Remote Desktop and a Virtual Private Network where available; and 7.1.4. Ongoing security patches and system health check. 7.1.5. Meet response times associated with service related incidents. 7.1.6. Appropriate notification to PPB prior to all scheduled maintenance. PPB EXHIBIT OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004764 78 7.1.7. Provide a target service availability of 99.95%. 7.2. PPB shall: 7.2.1. Have a representative available to communicate with Contractor when Contractor is working to resolve a service related incident or request; and 7.2.2. Isolate and rectify technical faults within their own Network infrastructure, equipment and software. 8. SERVICE MANAGEMENT 8.1. Planned Service Outage Notifications Region 8.1.1. The ShelterBuddy® license includes a regular software maintenance plan. Routine maintenance is performed every week in the following schedule: Window { Every Wednesday 12.00am to 4.00am EST 8.1.2. This is a planned service outage to conduct necessary maintenance and upgrades to ShelterBuddy® software and any vendor released non critical updates (e.g. Microsoft windows patches). Contractor will notify the PPB in a reasonable time frame on all planned service outages. 8.1.3. In circumstances where an emergency service outage is required, the Contractor reserves the right to undertake the service outage without notice. In such cases, the Contractor will endeavor to notify the PPB prior to any service outage. An example of such case is where a third party has released a security patch that is a critical security concern to be applied as soon as possible. 8.2. Service Availability Contractor shall: 8.2.1. Telephone support: 24 hours a day / 7 days a week for all urgent / critical issues via the ShelterBuddy® support line (for contact number see httr)://sheiterbuddv.com/suor)ort.htm). 8.2.2. Email support for non -urgent/ critical issues to support@shelterbuddy.com. 8.3. Service Credits If the System is unavailable for a period of time, PPB shall receive a service credit on their next monthly invoice. Service credits are calculated as a percentage of the monthly hosting PPB EXHIBIT Rev 2015/05/20 OAKLAND COUNTY COMPLIANCE OFFICE- PURCHASING CONTRACTNUMBER 004764 79 charges paid by PPB in the affected monthly billing cycle in which the unavailability occurred (outside of the normal maintenance windows) in accordance with the schedule below: Monthly Uptime Percentage Service Credit Percentage Less than 99.95% but equal to or greater than 99.0% 10% Less than 99-.0% 20% 8.4. Service Requests Contractor will respond to service related incidents and/or requests submitted by the PPB within the following time frames: Incident Severity Definition Required Status Target Time To Reports Resolution Respond Time Catastrophic Defects that could (or did) cause 1 Hour Every 4 Hours or disastrous consequences for the Hour less system. E.g. critical loss of data, critical loss of system availability, critical loss of security, critical loss of safety, etc. Major Incident that could (or did) cause very 2 Hour Every 8 hours or serious consequences for the system. Hour less E.g. Long load times forcing or intermittent errors where the system is still available but difficult to use. Minor Incidents that could or did cause small 1 Week Upon or negligible consequences for the request system. Easy to recover or workaround. No Effect Trivial incident that can cause no 1 Week Upon negative consequences for the system request and the system is usable. PPB EXHIBIT Rev 2015/05/20 OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACTNUMBER 004764 80 9. DATA STORAGE, BACKUP & SECURITY 9.1. Backup Contractor takes a daily snapshot and does rolling 5 minute transaction logging. The Contractor stores 35 days of backups, and can restore to any point between the last transaction log (worse case is 5 minutes prior to the current time) and the oldest snapshot (35 days). With regards to uploads / documents / shared files, the Contractor will copy these to multiple servers, so there are duplicate copies at any point in time. 9.2. Security Externally the network can only be accessed via the load -balancer which exposes only web and secure web connections. There is a dedicated VPN from the Contractor's head - office set up so that the Contractor's staff can connect internally. However, this can only be done from the Contractor's network. 9.3. Data Storage Contractor will provide 100GB of storage (including revisions) for the PPB's site. The usage is monitored, and if required more storage can be provided as part of the regular system health check. 9.4. Ownership of Data PPB data remains the property of the PPB at all times. PPB data cannot be accessed by any other third party unless prior consent is arranged and approved in writing by PPB. Access to PPB's data is required from time to time by the Contractor's staff for the purpose of upgrades to software or fault diagnosis / resolution. PPB EXHIBIT Rev 2015/05/20 OAKLAND COUNTY COMPLIANCE OFFICE -PURCHASING CONTRACT NUMBER 004764 81 EXHIBIT III SOFTWARE LICENSE AGREEMENT This License Agreement (this "Agreement') is BETWEEN: Shelter Management Pty Ltd Australian Company Number 107 488 620 ("SMPL"), 301 Fairfield Road, Fairfield, Qld, 4103, Australia ("Licensor"), AND: Public Participating Body [Address] ("Licensee"); (Together the "parties") Recitals: A. The Licensor is the subsidiary of a charitable organization, registered in the State of Queensland, Australia which is charged with the responsibility, amongst other things, of promoting the welfare of animals in that State. The Licensor has the rights to certain software, as described in annexure 1 ("Software"), which it supplies to users for the administration and management of animal shelters, and provides certain services related thereto, as described in annexure 2 ("Services"). B. The Licensee wishes to be licensed by the Licensor to use the Software and for Licensor to provide the Services, which the Licensor has agreed to do subject to the terms and conditions set out in this Agreement. The Licensor and Licensee shall each be referred to herein as a "Party", and collectively, as the "Parties". THE PARTIES AGREE AS FOLLOWS: 1. Definitions and Interpretation 1.1 For the purposes of this Agreement, unless the context otherwise requires - "Chief Executive Officer" means the most senior executive officer, by whatever name called; "Confidential Information" includes all business, commercial, technical and other information of a confidential or private nature, in whatever form. In the case of the Licensee, the term includes any and all information that is not in the public domain concerning its customers, operations, procedures, suppliers, officers, employees, contractors, benefactors, revenue, costs of carrying on its operations and assets and liabilities; "Contract Consideration" means the amount payable to the Licensor under this Agreement; PER EXHIBIT Rev 2015/05/20 OAKLAND COUNTY COMPLIANCE OFFICE- PURCHASING CONTRACT NUMBER 004764 82 "Contract Price" means the amount to be paid by the Licensee to the Licensor for the provision of the Software and, where applicable, for Services, as specified or described in annexure 2; "Intellectual Property Rights" includes copyright, trademark, design, patent, semiconductor and circuit layout rights; "Services" means the services (if any) specified in annexure 2, which are to be provided by the Licensor to the Licensee; "Software License" means the license granted hereunder by the Licensor to the Licensee to use the Software; "Term" means the period (if any) specified in annexure 2 for the provision by the Licensor of the Services. 1.2 In this Agreement: (a) headings are for convenience only and do not affect interpretation, and unless the context indicates a contrary intention: (b) a reference to any Party includes that Party's executors, administrators, successors, substitutes and assigns, including any person taking by way of novation; (c) a reference to this Agreement or to any other agreement or document includes, respectively, this Agreement or that other agreement or document as amended, novated, supplemented, varied or replaced from time to time; (d) the term "including" means "including without limitation"; (e) words importing the singular include the plural (and vice versa), words denoting a given gender include all other genders, and words denoting individuals include corporations (and vice versa); (f) a reference to a clause or an annexure is a reference to a clause of or annexure to this Agreement; and (g) references to currency are references to currency of the United States of America unless otherwise specifically provided. 2. Intellectual Property 2.1 The Licensor will upon payment therefor by the Licensee (as specified elsewhere in this Agreement) supply the Software to the Licensee in the form and subject to the limitations specified in Annexure 1 to this Agreement. The Parties acknowledge and agree that: (a) the Licensor will remain the sole owner of the Software and all Intellectual Property Rights associated with the Software; PPB EXHIBIT Rev 2015/05/20 OAKLAND COUNTY COMPLIANCE OFFICE -PURCHASING CONTRACT NUMBER 004764 83 (b) subject to the other provisions of this Agreement, the Licensor hereby will in supplying the Software grant to the Licensee a non-exclusive worldwide perpetual license to use the Software for the number of concurrent users and in the manner specified in Annexure 2; (c) the License does not extend to, and the Licensee will not receive, any source code; (d) the Licensee must not assign or sublicense the Software or any part thereof without the prior written approval of the Licensor, which may be withheld or granted, with or without conditions, in the absolute discretion of the Licensor. 2.2 The Licensor will own the Intellectual Property Rights in any training materials supplied by it but the Licensee will have the perpetual right to use that material for the purpose of further training its personnel. 2.3 All work processes, procedures and methodologies introduced and developed by the Licensor in carrying out the Services will be proprietary to the Licensor but the Licensor grants to the Licensee a non-exclusive worldwide perpetual royalty free license to use the same. 2.4 In the event that the Licensor makes any general modifications or improvements to the Software, it will offer to make such general modifications or improvements to the Licensee for no additional consideration (except for the Licensor's actual costs incurred in making the same available to the Licensee). This does not affect the Licensor's right to charge an agreed consideration for modifications or improvements to the Software made at the request of the Licensee. The Licensee is not permitted to make any amendments or changes to the Software except for that allowed via the Administration module (as described in Annexure 1). 2.5 The Licensor warrants that the Software does not infringe the Intellectual Property Rights of any Person. The Licensor must fully indemnify the Licensee against any loss, costs, expenses, demands or liability, whether direct or indirect, which arise out of a claim by any Person that the Software infringes any Intellectual Property Rights of that Person. in the event of such a claim — (a) without prejudice to the Licensee's right to defend a claim alleging infringement of the Intellectual Property Rights of any person, the Licensor will if requested by the Licensee conduct the defence of a claim alleging an infringement at the Licensor's expense; (b) the Licensee will observe the reasonable directions of the Licensor relating in any way to that defense or to negotiations for settlement of the claim; and (c) the Licensee will provide the Licensor with reasonable assistance in conducting the defence of a claim if requested to do so, at the Licensor's expense. 3. Services 3.1 The Licensor will provide the Services in accordance with that degree of diligence, prudence and foresight reasonably and ordinarily exercised by skilled and experienced Australian, Canadian or American recognized operations engaged in the same type of undertaking under the same or similar circumstances and conditions. Rev 2015/05/20 PPB EXHIBIT OAKLAND COUNTY COMPLIANCE OFFICE- PURCHASING CONTRACTNUMBCR 004764 84 3.2 The Licensor will consult as reasonably necessary with the Licensee in order to provide the Licensee with such information as it reasonably requires concerning the current and anticipated future performance of the Software. 3.3 The Licensee will make available to the Licensor all third party software licenses, and supporting documents if such material is necessary, for the Licensor to perform its obligations under this Agreement. 4. Other things to be supplied by the Licensor 4.1 The Licensor will in conjunction with the supply of the Software supply to the Licensee such other items or things as are specified in annexure 2. 5. Assignment by the Licensor 5.1 The Licensor may by written notice to the Licensee at any time, assign both its rights and its obligations under this Agreement, in which case the assignee will be novated to this Agreement in place of the Licensor. Any such assignment without such written notice shall be null and void. 6. No implied warranties 6.1 Except as expressly provided in this Agreement, the Licensor gives no warranty whatsoever in respect of the Software or its suitability for the Licensee's use, and except to the extent otherwise required by applicable law, all implied warranties are hereby excluded. 6.2 The Licensor will under no circumstances whatsoever be liable for consequential or indirect loss or damage of any kind arising out of or in any way connected with the Software or the Services or the performance of or failure to perform the provisions of this Agreement. 7. Payments 7.1 The Licensee must pay to the Licensor the Contract Price upon receipt of duly issued invoices therefor. Such payments must be made the amount within thirty (30) days of receipt of an invoice. 7.2 If the Licensee disputes the whole or any portion of the amount claimed in an invoice submitted by the Licensor, the Licensee must pay the portion of the amount stated in the invoice which is not in dispute and notify the Licensor in writing within seven (7) days of becoming aware of such dispute, of the reasons for disputing the remainder of the invoice. The Licensee must pay the remainder of the invoice (or such other amount as is determined to be the correct amount) within seven (7) days of the settlement of the dispute by agreement of the Parties or otherwise in accordance with this Agreement, 7.3 If any withholding tax must be withheld from the Contract Consideration or if value added tax or other tax (other than a tax that relates to income) is payable on the Contract Consideration, then the Licensor may increase the Contract Consideration or the relevant part thereof by the amount of such withholding tax or value added or other tax which must be withheld by the Licensee or paid by the Licensor. FEB EXHIBIT Rev 2015/05/20 OAKLAND COUNTY COMPLIANCE OFFICE -PURCHASING CONTRACT NUMBER 004764 85 8. Force Majeure 8.1 Subject to the provisions of clause 8.2, except for circumstances of its own negligence neither Party will be liable for its failure to perform any of its obligations under this Agreement due to a cause beyond its reasonable control (except those caused by a lack of funds) including, but not limited to Acts of God, fire, flood, explosion, strikes, lock outs or other industrial disturbances, laws, rules and regulations or orders of any duly constituted government authority or non - availability of materials or transportation (each a "Force Majeure Event"). 8.2 All time limits imposed by this Agreement will be extended by a period equal to the period of delay resulting from a Force Majeure Event. PPB EXHIBIT Rev 2015/05/20 OAKLAND COUNTY COMPLIANCE OFFICE -PURCHASING CONTRACT NUMBER 004764 86 ANNEXUREI— SOFTWARE • The Software is a relational database designed specifically for the Animal Welfare and Animal Management Industries. • The Software has been developed utilizing the expertise of people within the animal industry from one of the largest Animal Welfare organizations in Australia. • The Software uses some of the latest Internet technology to display information stored on a central server to any computer with Internet access and required security access. ASP security ensures only people with a username and password can use the system. If a person attempts to log in without these necessary details, they will be locked out of the system. By using ASP Cookies, the IP address of the terminal is saved, allowing the userto be tracked. • The database is written in SQL and is designed to operate on Microsoft SQL Server. • Users can access the database via a Web Browser, which sends ASP commands to the server. The ASP commands then use SQL programming language to connect to the database and make the required changes or perform the requested action. • The fact that the SQL based database uses ASP commands means the database can utilize any number of other browser based applications. It is this technology that provides the web -enabled capacity of the software allowing it to integrate in real-time with such applications as a public access Lost and Found website. • The package includes the following Department modules: o Shelter Operations o Veterinary Services o Basic Fundraising o Volunteers o Foster Care and Wildlife • The Software is also provided preloaded with: o A minimum of 150, department specific, reports as well as numerous various forms and printable histories. o A section for generating receipts. o A section for administrator access and control referred to as the Administration module. o A comprehensive online Help manual. PPB EXHIBIT Rev 2015/05/20 OAKLAND COUNTY COMPLIANCE OFFICE -PURCHASING CONTRACT NUMBER 004764 87 ANNEXURE 2 — CONTRACT SPECIFICATIONS a) Software It is acknowledged and agreed that the Software will be deployed as agreed between the configuration: Licensor and the Licensee in the Contract to which this license agreement is an exhibit ("Principal Agreement"). b) Services to be The Licensor must carry out the services described in theContract. provided by Licensor: c) Other things to The Licensor must supply the Shelter Buddy Information and Training Materials. be provided by The Licensor must ensure access to a toll free phone number for support, with support to Licensor: be provided via telephone and the internet. The Licensor must procure (using third party contractors supplied by the Licensor at its expense) the online training of all staff at Licensee's site, as set out in attachment 1. The Licensor must procure (using third party contractors supplied by the Licensor at its expense) the online training for all staff that have full administrative access at Licensee's site, as set out in attachment 1. The Licensor must ensure access to a training/development website. d) Contract Price: The purchase price for the Software and initial set up is as set out in the Contract. The Licensee will also pay to the Licensor such other fees and charges set out in theContract. e) Term: The License will apply for the Term of theContract. Rev 2015/05/20 PPB EXHIBIT OAKLAND COU NTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004764 88 Resolution #21142 April 29, 2021 Moved by Long seconded by Luebs the resolutions on the amended Consent Agenda be adopted. AYES: Charles, Gershenson, Hoffman, Jackson, Joliat, Kowall, Kuhn, Long, Luebs, Markham, McGillivray, Miller, Moss, Nelson, Powell, Spisz, Weipert, Woodward, Cavell. (19) NAYS: None. (0) A sufficient majority having voted in favor, the resolutions on the amended Consent Agenda were adopted. I HEREBY APPROVE THE FOREGOING RESOLUTION 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 April 29, 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 29th day of April, 2021, Lisa Brown, Oakland County