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HomeMy WebLinkAboutResolutions - 2021.09.29 - 34894fro,AKLANDF;;� CO U NTY M I C H I G AN BOARD OF COMMISSIONERS September 29, 2021 MISCELLANEOUS RESOLUTION #21-379 Sponsored By: Gwen Markham IN RE: Appropriation of American Rescue Plan Act Local Fiscal Recovery Funds for County Pandemic and Recovery Operational Expenses Chairperson and Members of the Board: WHEREAS on March 11, 2021, President Biden signed the American Rescue Plan (ARP) Act of 2021, a $1.9 trillion coronavirus rescue package designed to facilitate the United States' recovery from the devastating economic and health effects of the COVID-19 pandemic; and WHEREAS Oakland County has been allocated $244,270,949 in Local Fiscal Recovery Funds from the American Rescue Plan and has received the first of two expected disbursements in the amount of $122,135,474: and WHEREAS COVID-19 response and prevention, public health and safety staff, and providing government services to the extent of a reduction in the recipient's general revenue are detailed as eligible uses of these funds under the United States Department of Treasury's Interim Final Rule; and WHEREAS the Board of Commissioners approved Miscellaneous Resolution #21036 on February 4, 2021, authorizing the creation of the Oakland Together Pandemic Response Initiative and Ad Hoc Committee; and WHEREAS Miscellaneous Resolution #21036 authorized a General Fund appropriation in the amount of $10,000,000 for expenditures related to vaccines, contact tracing, testing and other actions related to executing these pandemic response measures in advance of the receipt of federal and state funds for those purposes under the administration of the Oakland Together Pandemic Response Initiative Ad Hoc Committee; and WHEREAS the County Executive's Administration is recommending that $10,000,000 in Local Fiscal Recovery Funds be appropriated for eligible county operational expenses outlined in the U.S. Department of Treasury guidelines for the expenditure of American Rescue Plan Fiscal Recovery Funds, including reimbursement of certain County General Fund for expenditures from the advanced appropriation described above. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners authorizes the appropriation of $10,000,000 in Local Fiscal Recovery Funds for county operational expenses eligible under U.S. Department of Treasury guidelines for the American Rescue Plan Local Fiscal Recovery Funds under the administration of the Finance Committee. BE IT FURTHER RESOLVED that a written report shall be distributed electronically monthly to all members of the Board of Commissioners describing the use of Local Fiscal Recovery Funds under this resolution for FY 2021. BE IT FURTHER RESOLVED that the FY 2021 budget be amended as follows: ARP LOCAL FISCAL RECOVERY FUND (#21285) FY 2021 Project: 100000003556 ARP Pandemic Response County Operations Bud Ref: 2021 Activity: GLB Analysis: GLB Revenue 9010101-133095-610313 Federal Operating Grants Total Revenue Expenditures 9010101-133095-770000 Internal Support Expenditures Total Expenditures $10,000,000 $10,000,000 $10,000,000 $10,000,000 BE IT FURTHER RESOLVED the Board of Commissioners approves direct communication between members of the Board of Commissioners and Guidehouse for counseling on the U.S. Treasury's Interim Final Rule for the use of Coronavirus State and Local Fiscal Recovery Funds as established by the American Rescue Plan Act. BE IT FURTHER RESOLVED that the Board of Commissioners authorizes the expenditure of appropriated funding for the professional contractual services listed in Attachment A. Chairperson, the following Commissioners are sponsoring the foregoing Resolution: Gwen Markham. 404� � Date: October 05, 2021 Hilarie Chambers, Deputy County Executive II 1 Date: October 07, 2021 Lisa Brown, County Clerk / Register of Deeds COMMITTEE TRACKING 2021-09-15 Finance - Postponed 2021-09-24 Finance - Recommend to Board 2021-09-29 Full Board VOTE TRACKING Motioned by Commissioner Gwen Markham seconded by Commissioner Philip Weipert to adopt the attached Resolution: Appropriation of American Rescue Plan Act Local Fiscal Recovery Funds for County Pandemic and Recovery Operational Expenses. Yes: David Woodward, Michael Gingell, Michael Spisz, Karen Joliat, Kristen Nelson, Eileen Kowall, Christine Long, Philip Weipert, Gwen Markham, Angela Powell, Thomas Kuhn, Charles Moss, Marcia Gershenson, William Miller III, Yolanda Smith Charles, Charles Cavell, Penny Luebs, Janet Jackson, Gary McGillivray, Robert Hoffman (20) No: None (0) Abstain: None (0) Absent: (0) The Motion Passed. ATTACHMENTS 1. Memo on Pandemic -Related Operational Spending STATE OF MICHIGAN) COUNTY OF OAKLAND) I, Lisa Brown, Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true and accurate copy of a resolution adopted by the Oakland County Board of Commissioners on September 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 on Wednesday, September 29, 2021. Lisa Brown, Oakland County Clerk /Register of Deeds t}� 1 OAKLAND COUNTY EXECUTIVE DAVID COULTER Kyle I. Jen, Director Department of Management and Budget (248) 452-8653 • lenk@oakgov.corri TO: Members of the Finance Committee FROM: Kyle I. Jon, Director, Management and Budget RE: Pandemic -Related Spending DATE: September 15, 2021 Over the last 18 months, Oakland County has responded to the COVID-19 pandemic in a multi-taceted manner using a number of available funding sources. As we prepare to close out the FY 2021 budget, the Fiscal Services team and I have worked closely with the Departments of Emergency Management and Health & Human Services to ensure that the County is maximizing all available federal and state funds for pandemic response costs, thereby minimizing the use of County General Fund dollars. We are estimating that the County will incur $147.3 million in costs for pandemic response in FY 2021. Those costs will be funded as follows: $128.6 million from CARES Act funding for operational costs incurred through February 2021, programs supporting individuals and businesses, and some prior -year personnel costs for public safety and public health. $6.6 million from federal and state grants the Department of Health and Human Services has received for COVID-19 testing and tracing costs. $2.1 million from the General Fund appropriation of $10 million the Board approved earlier this year as advanced funding for COVID response, with that full amount expected to be reimbursed by the Federal Emergency Management Agency (FEMA) under guidance that makes vaccine distribution and certain other pandemic -related costs a FEMA-eligible expense. ® $10 million from spending authorization requested from the County's American Rescue Plan (ARP) funding allocation to cover operational costs incurred since March 2021 that are riot covered by the other federal and state funding sources described above. This funding is expected to be allocated for the following categories of costs: o $2.0 million for additional operational costs incurred by county departments as a result of the pandemic. The largest categories of these costs are: $1.0 million for the Sheriff's Office which primarily covers contractual food service costs (as jail inmates cannot do food service work during the pandemic). 2100 Pontiac Lake Road i L. Brooks Patterson Building 41 W i Waterford, MI 48328 1 Fax (248) 452-2915 1 OakGov.com • About $250,000 for Information Technology costs for hardware/software for remote work, Board of Commissioner's webcasting upgrade, GIS Mapping, HR Contact Training/Screening solution, and digital media response. • About $250,000 for Animal Control to cover cleaning and animal care previously completed by the Sheriff's inmate trustees. o $1.25 million for payroll costs for County employees responding directly to the pandemic, primarily in the Sheriff's Office, Emergency Management and Homeland Security, and Children's Village. o $4.0 million for non -departmental costs which primarily includes temporary staffing for emergency operations, screening at county facilities, and warehouse management; personal protective equipment purchases; and contractual support to help ensure compliance with all federal eligibility and reporting requirements related to ARP and other federal COVID funding. o $2.75 million for costs previously approved for expenditure from the $10 million in advance General Fund authorization for pandemic response, under the administration of the associated ad hoc committee: • $1.9 million for supplies, public testing costs, and other operating costs related to the pandemic response • $100,000 for the $50 vaccine incentive that was made available to members of the public • $750,000 for the $200 vaccine incentive made available to County employees We will provide the committee with a final, more detailed list once all expenditures have been reconciled. Once ARP spending authorization is approved, expenditures will be moved off the General Fund. Funding from the $10 million General Fund advance, with the exception of the FEMA- reimbursable expenditures, will lapse back to the General Fund and be available within the General Fund balance as we move into FY 2022. Going into FY 2022, we have distributed the attached guidance to all County elected officials and departments to ensure that a specific funding source is identified prior to expenditures occurring for pandemic response. We are in the process of identifying ongoing operational costs that will need to continue to be funded from ARP funds and will keep the committee informed as that list is finalized. Attachment 2100 Pontiac Lake Road I L. Brooks Patterson Building 41 W I Waterford, MI 48328 1 OakGov.com r OAKLAND COUNTY EXECUTIVE DAVID COULTER Kyle I. Jen, Director Department of Management and Budget (248) 452-8653 • jenk@oakgov.com TO: County Elected Officials and Department Directors FROM: Sean Carlson, Deputy County Executive Kyle I. Jen, Director, Management and Budget RE: Pandemic -Related Operational Spending DATE: August 18, 2021 This memorandum updates and clarifies guidance for County spending related to the COVID-19 pandemic. CARES -Funded Programs The County's $219 million allocation of Coronavirus Relief Funds under the federal CARES Act has been fully exhausted and is no longer a source for new spending. All accounting transactions for previously authorized CARES -funded programs should be finalized by Tuesday, August 31, 2021, to facilitate federal reporting and the County's Fiscal Year 2021 year-end close. If you have any questions or need assistance on CARES spending, please contact Holly Conforti, General Fiscal Services Chief. Controls on Other Pandemic -Related Spending Going forward, all pandemic -related spending must have an identified funding source. Consistent with previous guidance, continue to code spending related to direct pandemic response using PeopleSoft Program number 133095, to facilitate countywide pandemic expenditure tracking. However, consistent with Countv policies and the General Appropriations Act, ensure that a specific fund source is identified for all expenditures. Fund sources may include existing appropriations for your department or grants your department receives from federal or state sources for specific COVID-related funded activities. Departments should not assume that pandemic response costs will be covered by the General Fund or other funding sources without express written confirmation from the Director of Management and Budget. American Rescue Plan Funding for County Operations Note: The guidance below is for requests for ARP funds for projects related internal County operations. Separate guidance regarding a process to submit proposals for external facing programs funded by ARP funds will be forthcoming in the near future. 2100 Pontiac Lake Road i L. Brooks Patterson Building 41 W i Waterford, MI 48328 1 Fax (248) 452-2915 1 OakGov.com Requests for use of the Local Fiscal Recovery Funds the County has received under the federal American Rescue Plan (ARP) Act for department operations in response to the C:OVID-19 pandemic should be forwarded to Sean Carlson, Deputy County Executive, and Kyle ,Jen, Director, Management and Budget. All requests must be eligible under federal ARP quidance and be one-time in nature without creating any ongoing County funding obligation. Requests need to clearly articulate all of the following, using the attached template: • Estimated cost and spending timeline, including assurance the use of funds will not create any ongoing financial obligation for the County • Negative Impact of COVID-19 being addressed • Description of funding proposal and benefits to County operations • ARP eligible use category (Note: Approval of requests eligible only under the Providing Government Services category will be subject to the County determining its annual general revenue loss under the federal guidance, which must be calculated on an entity -wide basis.) Requests will be reviewed for eligibility and prioritized for advancement to the Board of Commissioners for appropriation of ARP funds. Priority will be given to requests that meet one of the following purposes: Funds direct efforts to mitigate the spread of COVID-19 within Oakland County using tools not eligible under other federal/state funding sources. • Facilitates more effective and efficient remote work by County employees under county and departmental remote/hybrid work policies. • Enables residents to access County services using online platforms, reducing the need for in - person interactions with County departments. Requests involving facility and/or information technology work will need to advance through standard processes for those project categories once approved for ARP funding. Thank you for all your efforts to date to make the County's response to the COVID-19 pandemic as effective as possible for our residents and employees using the financial resources available. Please don't hesitate to reach out to us with any questions as we continue those efforts during this phase of the pandemic. cc: Fiscal Services staff 2100 Pontiac Lake Road I L. Brooks Patterson Building 41 W i Waterford, MI 48328 1 OakGov.com BOARD OF COMMISSIONERS AMENDMENT IN RE: Amendment - Guidehouse Fiscal Services Consulting BE IT FURTHER RESOLVED the Board of Commissioners approves direct communication between members of the Board of Commissioners and Guidehouse for counseling on the U.S. Treasury's Interim Final Rule for the use of Coronavirus State and Local Fiscal Recovery Funds as established by the American Rescue Plan Act. N 40A K U N I I COUNTY MICH I G A N PURCHASING OAKLAND COUNTY EXECUTIVE DAVID COULTER Purchasing (248) 858-0511 1 purchasing@oakgov.com Buyer:SNG CONTRACT NUMBER:006369 Event # 005180 B CONTRACT between the COUNTY OF OAKLAND and CONTRACTOR Not To Exceed Amount: $450,000.00 Effective Date: 5/24/2021 Expiration Date:5/31/2022 Contract Description: I Fiscal Services Consulting-Coop-P Contractor Information: Guidehouse Inc 2941 Fairview Park Dr Ste 501 Falls Church, VA 22042 Vendor No:29716 Compliance Purchasing Office Information: Scott Guzzy OAKLAND COUNTY 2100 Pontiac Lake Rd., Bldg. 41W Waterford, MI 48328-0462 248-858-0511 purchasing@oakgov.com The Parties agree to the attached terms and conditions: FOR THE CONTRACTOR: SIGN:. FOR THE COUNTY: /. 9esv SIGN:,.:.I,,.,:.:.; o,ia ,-U'I, Contract Administrator cmk Contract Administrator: Michael Schulien 2941 Fairview Park Dr Ste 501 Falls Church, VA 22042 mschulien@guidehouse.com County Contract Administrator and Using Department: Kyle Jen OAKLAND COUNTY 2100 Pontiac, Lake Road L. Brooks Patterson Building Waterford, MI 48328 jenk@oakgov.com Scott N Guzzy SIGN: ,. ],I,,, EL. Scott N. Guzzy, CPPO, MBA, Purchasing Administrator Rev 09/16/2020 OAKLAND COUNTY PURCHASING CONTRACT NUMBER 006369 Page 1 e0AKLAND-f-7, COUNTY MICH I G A N PURCHASING OAKLAND COUNTY EXECUTIVE DAVID COULTER Purchasing (248) 858-0511 ( purchasing@oakgov.com This Contract is organized and divided into the following Sections for the convenience of the Parties. Section 1. Contract Definitions Section 2. Contract Term and Renewal Section 3. Contract Administration and Amendments Section 4. Contract Termination Section 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 Section 10. Confidential Information Section 11. County Data Section 12. Information Technology Standards Section 13. General Terms and Conditions §1. CONTRACT DEFINITIONS The following words when printed with the first letter capitalized shall be defined and interpreted as follows, whether used in the singular or plural, nominative or possessive case, and with or without quotation marks: 1.1. "Amendment" means any change, clarification, or modification to this Contract. 1.2. "Business Day" means Monday through Friday from 8:00 a.m. to 5:00 p.m., excluding County designated holidays. 1.3. "Claims" means any lass; complaint; demand for relief or damages; lawsuit; cause of action; proceeding; judgment; penalty; costs or other liability of any kind which is imposed on, incurred by, or asserted against the County or for which the County may become legally or contractually obligated to pay or defend against, whether commenced or threatened, including, but not limited to, reimbursement for reasonable attorney fees, mediation, facilitation, arbitration fees, witness fees, court costs, investigation expenses, litigation expenses, or amounts paid in settlement. 1.4. "Confidential Information" means all information and data that the County is required or permitted by law to keep confidential, which includes computer software, cybersecurity assessments and plans and measures to protect the County's security. 1.5. "Contract" means this document and any other documents expressly incorporated herein. OAKLAND COUNTY PURCHASING Rev 09/16/2020 CONTRACT NUMBER 006369 Page 2 COUNTYA 6 bAKL MICHIGAN PURCHASING OAKLAND COUNTY EXECUTIVE DAVID COULTER Purchasing (248) 858-0511 1 purchasing@oakgov.com 1.6. "Contractor' means the entity or person listed under "Contractor" on the first page of this Contract. 1.7. "Contractor Employee" means any employee; officer; director; member; manager; trustee; volunteer; attorney; licensee; contractor; subcontractor; independent contractor; subsidiary; joint venture; 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. 1.8. "Contract Documents" mean the following documents, which this Contract includes and incorporates: Exhibits (Applicable if Checked) 1.8.1. O Exhibit I: Contractor Insurance Requirements 1.8.2. ❑ Exhibit II: Business Associate Agreement (Health Insurance Portability and Accountability Act Requirements) 1.8.3. M Exhibit III: Requirements for Contractors with Access to County PH (Personally Identifiable Information) 1.8.4. ❑ Exhibit IV: Requirements for Contractors with Access to Criminal Justice Information 1.8.5. © Exhibit V: Federally Funded Contract Requirements 1.8.6. ❑ Exhibit VI: Software License(s) 1.8.7. 0 Exhibit Vll: License for Use of CountyServicemark 1.8.8. © Exhibit Vill: Acknowledgement of Independent Employment Status 1.8.9. ❑x Exhibit IX: Scope of Contractor Deliverables/Financial Obligations 1.9. "County" means the County of Oakland, a Municipal and Constitutional Corporation, its departments, divisions, authorities, boards, committees, and "County Agents" as defined below. 1.10. "County Agent' means any elected and appointed officials; directors; board members; council members; commissioners; employees; and volunteers of the County; whether acting in their personal, representative, or official capacities. "County Agent' shall also include any person who was a "County Agent' anytime during the term of this Contract but, for any reason, is no longer employed, appointed, or elected and in that capacity. 1.11. "County Data" means information or data collected, used, processed, stored, or generated in any format, by or on behalf of the County, in connection with the Deliverables, which shall include, but not be limited to personally identifiable information (PII) as defined in Exhibit III. County Data includes Confidential Information as defined in thisContract. Rev 09/16/2020 OAKLAND COUNTY PURCHASING CONTRACT NUMBER 006369 Page 3 140AKLANDFF5 COUNTY MICH IGAN PURCHASING OAKLAND COUNTY EXECUTIVE DAVID COULTER Purchasing (248) 858-0511 1 purchasing@oak9ov com 1.12. "County Network" means County owned, leased, or licensed equipment, hardware, and software that is interconnected via fiber optic, wireless, or other communication mediumsfor the purposes of County hosting, processing, using, sharing, and/or transporting data, video, voice, or any other form of information. 1.13. "Day" means any calendar day, which shall begin at 12:00:00 a.m. and end at 11:59:59 p-m. 1.14. "Deliverables" mean goods and/or services provided under this Contract, whether tangibleor intangible, and may be more specifically described in the Exhibits. 1.15. "Effective Date" means midnight on the date listed on the first page of this Contract. 1.16. "Expiration Date" means 11:59.59 p.m. on the date listed on the first page of this Contract. 1.17. "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: httr)s://e-verifv.uscis.gov/enroll. 1.18. "Intellectual Property" means any developments, improvements, designs, innovation, and materials that may be the subject of a trademark/servicemark, copyright, patent, trade secret, which includes ideas, concepts, inventions, and processes related to the development and operation of computer software and systems. 1.19. "Iran -Linked Business" is defined in the Michigan Compiled Laws (MCL), specifically MCL 129.312, being Section 2 of Public Act 517 of 2012. 1.20. "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 County's financial obligation underthis Contract, butthe maximum amount that can be paid to Contractor duringthe term of this Contract. 1.21. "Proposal" means Contractor's response or bid to the County's Request for Proposal, Request for Qualifications, or Request for Quotes. 1.22. "Purchase Order" means the County's written request to Contractor for Deliverables pursuant to this Contract. The Purchase Order may include terms regarding delivery schedule, payment, and transportation. 1.23. "Purchasing" means the Purchasing Unit of the Oakland County Compliance Office. §2. CONTRACT TERM AND RENEWAL 2.1. Contract Term. This Contract shall begin on the Effective Date and shall end on the Expiration Date. 2.2. Contract Renewal. Unless otherwise provided herein, the Parties are under no obligation to renew or extend this Contract after the Expiration Date. This Contract may only be extended by an Amendment. OAKLAND COUNTY PURCHASING Rev 09/16/2020 CONTRACT NUMBER 006369 Page 4 � o u N i v m Tc H! G A V OAKLAND COUNTY EXECUTIVE DAVID COULTER PURCHASING Purchasing (248) 858-0511 1 purchasing@oakgay.com 2.3. Legal Effect. This Contract shall be effective and binding when all of the following occur: (a) this Contract is signed by a Contractor Employee, legally authorized to bind Contractor; (b)this Contract is signed by an authorized County Agent; (c) all Contractor certificates of insurance, required by this Contract, are submitted and accepted by Purchasing; and (d) any other conditions precedent to this Contract have been met as set forth in Exhibit IX (Scope of Deliverables/Financial Obligations). §3. CONTRACT ADMINISTRATION AND AMENDMENTS 3.1. Contract and Purchase Order Issuance. Purchasing shall issue this Contract and any Purchase Orders that may be required. Purchasing is the sole point of contact in the County regarding all procurement and contractual matters relating to this Contract and any Purchase Orders. Purchasing is the only County office/department authorized to make any Amendments to this Contract or Purchase Orders. 3.2. Purchase Orders. Purchase Orders issued under this Contract are governed by the terms and conditions of this Contract and are included and incorporated herein. 3.3. 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, along with their duties, in Exhibit IX. Unless otherwise stated in Exhibit IX, the County's Project Manager has no authority to amend this Contract. 3.4. Contract Administrators. The County shall designate an employee or agent to act as Contract Administrator(s). Contractor may designate its employee or agent to act as Contract Administrator(s). The Contract Administrators shall be listed on the first page of this Contract. The County's Contract Administrator(s) shall be responsible for monitoring and coordinating day-to-day activities under this Contract, reviewing Deliverables and invoices, and submitting requests for Amendments to Purchasing. The County's Contract Administrator(s) have no authority to amend this Contract. 3.5. Contract Amendments. All Amendments to this Contract must be in writing. This Contract shall not be amended by any packing slip, Purchase Order, invoice, click through license agreement, or Contractor policies or agreements published on Contractor's website or otherwise. Amendments to this Contract shall be issued only by Purchasing. The Amendment shall be effective when signed by an authorized Contractor Employee and an authorized County Agent. 3.6. Unauthorized Changes. Contract changes shall not be effective until an Amendment containing the change is executed according to the procedures described in this Contract. If the Contractor is directed to perform work that Contractor believes is a change in the Contract/Deliverables, then Contractor must notify Purchasing that it believes the requested work is a change to the Contract before performing the requested work. If Contractor fails to notify Purchasing before beginning the requested work, then Contractor waives any claims for additional compensation for performing the requested work. If Contractor begins work thatis OAKLAND COUNTY PURCHASING Rev 09/16/2020 CONTRACT NUMBER 006369 Page 5 T0AKLAN1j1_=_ C O UN TY MICHIGAN PURCHASING OAKLAND COUNTY EXECUTIVE DAVID COULTER Purchasing (248) 858-0511 ( purchasing@oakgov.com 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. 33. Precedence of Contract Documents. In the event of a conflict, the terms and conditions contained in Sections 1 through 13 of this Contract shall prevail and take precedence overany allegedly conflicting provisions in all Contract Documents, Exhibits, Purchase Orders, Amendments, and other documents expressly incorporated herein. Terms and conditions contained in Contractor invoices, packing slips, receipts, acknowledgments, click -through licenses, and similar documents shall not change the terms and conditions of this Contract. §4. CONTRACT TERMINATION 4.1. County Termination. In addition to any other legal rights the County may have to terminate or cancel this Contract, the County may terminate the Contract as follows: 4.1.1. Immediate Termination. The County may terminate or cancel this Contract, in whole or in part, immediately, upon notice to Contractor, if any of the following occur: (a) Contractor, officer of Contractor, or an owner of a 25% or greater share of Contractor is convicted of a criminal offense; or (b) if any third -party funding for this Contract is reduced orterminated. 4.1.2. Termination for Convenience. The County may terminate or cancel this Contract, in whole or part, at any time, upon ninety (90) Days' notice to Contractor for any reason, including convenience without incurring obligation or penalty of any kind, except as stated under County's Obligations Upon Termination set forth in Section 4.2 below. The effective date for termination or cancellation shall be clearly stated in the notice. 4.2. Contractor Termination. Contractor may terminate or cancel this Contract, in whole or part, upon ninety (90) 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. Countv's Obligations Upon Termination. The County's sole obligation in the event of termination or cancellation of this Contract is for payment of the actual Deliverables provided to the County before the effective date of termination. Under no circumstances shall the County be liable for any future loss of income, profits, any consequential damages, any loss of business opportunities, revenues, or any other economic benefit Contractor may have realized but for the termination or cancellation of this Contract. The County shall not be obligated to pay Contractor any cancellation or termination fee if this Contract is cancelled or terminated as provided herein. If the County chooses to terminate the Contract in part, then the charges payable under this Contract must be equitably adjusted to reflect those Deliverables that are terminated. OAKLAND COUNTY PURCHASING Rev 09/16/2020 CONTRACT NUMBER 006369 Page 6 40AKLANUF C O U N T Y M I C H I G A N PURCHASING OAKLAND COUNTY EXECUTIVE DAVID COULTER Purchasing (248) 858-0511 ( purchasing@oakgov.com 4.3. 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 and property providecito 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, upon full payment for such Deliverables (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 commercially reasonable action to mitigate and limit any potential damages, including terminate or limit, as applicable, those subcontracts and outstanding orders for materials and supplies connected with or related to this Contract. 4.4. Assumption of Subcontracts. If Contractor is in breach of this Contract and the County terminates this Contract, then the County may assume, at its option, any subcontracts and agreements for Deliverables provided under the Contract and may pursue completion of the Deliverables by replacement Contract or otherwise as the County, in its sole judgment, deems expedient. §5. SCOPE OF DELIVERABLES AND FINANCIAL/PAYMENT OBLIGATIONS 5.1. Performance of Deliverables. Contractor shall provide all Deliverables identified in and as set forth in Exhibit IX, any Purchase Orders, or any Amendments to this Contract. 5.2. INTENTIONALLY OMIT. 5.3. Financial Obligations. Except as otherwise set forth in this Contract, the County's sole financial obligation under this Contract shall be set forth in Exhibit IX. The amount and manner of payment of the financial obligation shall be set forth in Exhibit IX and may be in the Software License Exhibit VI, if applicable, or a Purchase Order. 5.4. Payment Obligations. Except as otherwise set forth in the Exhibits, Contractor shall submit an invoice to the County's Contract Administrator itemizing amounts due and owing under this Contract, as of the date of the invoice. Invoices shall contain the following information: (a) County Contract Number; (b) dates of Deliverables; (c) itemized list of Deliverables; (d) Contractor Tax ID Number (federal and State); (e) licenses; and (f) any other information requested in writing 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 County's acceptance of such Deliverable. Unless otherwise set forth in the Exhibits, the County shall only pay Contractor for Deliverables under this Contract and not any subcontractors or assignees of Contractor. The County will pay undisputed invoice amounts to OAKLAND COUNTY PURCHASING Rev 09/16/2020 CONTRACT NUMBER 006369 Page 7 c o u N T v M I c H t-G n N OAKLAND COUNTY EXECUTIVE DAVID COULTER PURCHASING Purchasing (248) 858-0511 1 purchasing@oakgov.com Contractor within thirty (30) days from the date the County receives the invoice. If payment on invoices is past due more than sixty (60) days from the date the County receives the invoice, Contractor reserves the right to terminate the Agreement or the applicable SOW or suspend the Services until payment is received upon fourteen (14) days written notice to County. 5.5. Not to Exceed Amount. The amount due and owing to Contractor, under this Contract, shall not exceed the "Not to Exceed Amount." If Contractor can reasonably foresee that the total financial obligation for the Contract will exceed the "Not to Exceed Amount," then Contractor shall provide Purchasing with notice of this fact at least ten (10) Days before this event. 5.6. No Obligation for Penalties/Costs/Fines. The County shall not be responsible for any cost, fee, fine, penalty incurred or suffered by Contractor in connection with or resulting from the performance of this Contract under any circumstances. 5.6.1. County's Limitation of Liability Except for County's payment obligation under this Contract, the County shall not be responsible for any direct, indirect, special, incidental, orconsequential damages incurred or suffered by Contractor in connection with or resulting from the performance of this Contract. 5.7. Set -Off of County Costs. If the County incurs any costs associated with the duties or obligations of Contractor under this Contract, then the County has the right to set-off those costs from any amounts due and owing Contractor. This set-off includes withholding payment in an amount equal to the cost of any County -provided equipment, supplies, or badges thatare not returned by Contractor upon completion, termination, or cancellation of this Contract. 5.8, In -Kind Services. Unless expressly provided herein, this Contract does not authorize any in - kind services by either Party. §6. CONTRACTOR'S WARRANTIES AND ASSURANCES 6.1. Full Knowledge of Contract Expectations. Contractor warrants that before submitting its Proposal and/or entering into this Contract, it had a full opportunity to review all County requirements and/or expectations for this Contract. Contractor is responsible for being adequately and properly prepared to execute this Contract. Contractor has satisfied itself in all material respects that it will be able to perform the Contract as specified herein. 6.2. 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. 6.3. Access to Contractor Policies. If the Parties agree in this Contract to follow any Contractor policies, such as acceptable use or privacy policies, then Contractor shall retain each version of such policy with the effective dates and shall promptly provide such to the County, if requested. 6.4. Grant Compliance. If any part of this Contract is supported or paid for with any State, federal, or other third -party funds granted to the County, then Contractor shall comply with all OAKLAND COUNTY PURCHASING Rev 09/16/2020 CONTRACT NUMBER 006369 Page 8 COUNTY MICHIGA N OAKLAND COUNTY EXECUTIVE DAVID COULTER PURCHASING Purchasing (248) 858-0511 1 purchasing@oakgov.com applicable grant requirements. Upon request of Contractor, the County shall provide Contractor with a copy of the applicable grant requirements. 6.5. 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. 6.6. Equipment and Supplies. Contractor is responsible for providing all equipment and supplies to perform this Contract, which are not expressly required to be provided by the County. 6.7. Contractor Emplovees. 6.7.1. 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. 6.7.2. 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. 6.7.3. Removal or Reassignment of Personnel at the Countv's Request. Contractor shall remove a Contractor Employee performing work under this Contract at the County's request provided that the County's request is based on legitimate, good -faith reasons. Replacement personnel for the removed person must be fully qualified for the position. If the removal of a Contractor Employee results in an unanticipated delay, which is attributable to the County, then thisdelay shall not be considered a breach of the Contract and the terms and conditions of this Contract effected by the removal will be adjusted accordingly. 6.7.4. Contractor Emolovee Identification. If requested by the County, Contractor Employees shall wear and display a County -provided identification badge at all times while working on County premises. In order to receive a County identification badge, a Contractor Employee shall sign the "Acknowledgement of Independent Contractor Status" form, Exhibit Vill to this Contract. Contractor shall return all County -provided identification(s) upon completion of Contractor's obligations under this Contract. 6.7.5. Background Checks. At the County's request, Contractor Employees performing work under this Contract shall be subject to a background check by the County. The scope of the background check is at the discretion of the County and the results will be used to determine Contractor Employee's eligibility to perform work under this Contract. Any request for background checks will be initiated by the County and will be reasonably related to the typeof OAKLAND COUNTY PURCHASING Rev 09/16/2020 CONTRACT NUMBER 006369 Page 9 a i 1 PURCHASING OAKLAND COUNTY EXECUTIVE DAVID COULTER Purchasing (248) 858-0511 f purchasing@oakgov.com work requested. Contractor and Contractor Employees shall provide all information or documents necessary to perform the background check. 6.7.6. Contractor Emplovee Expenses. All Contractor Employees shall be employed at the Contractor's sole expense (including employment -related taxes and insurance). Contractor warrants that all Contractor Employees shall fully comply with and adhere to the terms of this Contract. Contractor shall be solely liable for all applicable Contractor Employees' federal, state, or local payment withholdings or contributions and/or all Contractor Employee related pension or welfare benefits plan contributions under federal or state law. Contractor shall indemnify and hold the County harmless for all Claims against the County by any Contractor Employee, arising out of any contract for hire or employer -employee relationship between Contractor and any Contractor Employee including, but not limited to, Worker's Compensation, disability pay, or other insurance of any kind. 6.7.7. Contractor's Compliance with the Patient Protection and Affordable Care Act. If Contractor is subject to the Patient Protection and Affordable Care Act ("ACA"), PL 111-148, 124 Stat 119, then Contractor shall ensure that all Contractor Employees, under assignment to the County, and their dependents, as defined by the ACA, are provided with or have access to insurance as required by the ACA. If Contractor is subject to the ACA, Contractor warrants it offers group health coverage to Contractor Employees and their dependents that is affordable, that provides minimum essential coverage and value, and that each offer of coverage meets the timing requirements of the ACA. Contractor warrants, whether or not it is subject to the ACA, that it will pay all applicable fees, taxes, or fines, as set forth in the employer mandates of the ACA under Tax Code §4980H and related regulations for any Contractor Employee, whetherthe fee, tax, or fine is assessed against the Contractor or the County. 6.8. Acknowledgment of Independent Contractor Status. 6.8.1. Independent Contractor. Nothing in this Contract is intended to establish an employer - employee relationship between the County and Contractor or any Contractor Employee. In no event, shall Contractor Employees be deemed employees, agents, volunteers, or subcontractors of the County. Contractor shall ensure that Contractor Employees are apprised of their status and the limitations independent contractors have of this status. 6.8.2. Contractor/Contractor Emplovee 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. 6.8.3. County Benefits and Plans. Contractor and Contractor Employees shall not be entitled to participate in any County employee benefit plans and programs, including but not limited to, retirement, deferred compensation, insurance (including without limitation, health, disability, dental, and life), and vacation pay. This limitation includes access to benefit plans and programs that are not described by a written plan. However, Contractor Employees who are OAKLAND COUNTY PURCHASING Rev 09/16/2020 CONTRACT NUMBER 006369 Page 10 Ewe 111111 PURCHASING OAKLAND COUNTY EXECUTIVE DAVID COULTER Purchasing (248) 858-0511 1 purchasing@oakgov.com retired County Employees may receive vested post -employment benefits such as retiree health care and pension benefits from Oakland County. 6.8.4. County Reliance. The County entered into this Contract in reliance of the representations made by Contractor regarding its understanding of the role of independent contractors, its stated relationship to Contractor Employees, and other representations Contractor has made regarding the management and performance oversight of Contractor Employees. 6.8.5. Independent Employment Status. If Contractor provides Contractor Employees for staffing and/or leasing services to County, those Contractor Employees shall sign Exhibit VIII, Acknowledgement of Independent Employment Status, priorto performing services for the County. 6.9. Permits and Licenses. Contractor shall be responsible for obtaining and maintaining, throughout the term of this Contract, all licenses, permits, certificates, governmental authorizations, and business/professional licenses necessary to perform this Contract. Upon request by the County, Contractor shall furnish copies of any permit, license, certificate, or governmental authorization necessary to perform this Contract. 6.10. E-Verify. In accordance with Miscellaneous Resolution No.09116 (BOC Minutes, July 30, 2009, pp 37-38), unless otherwise exempted, all service contractors who wish to contract with the County to provide services must first certify they have registered with, will participate in, and continue to utilize, once registered, the E-Verify Program (or any successor program implemented by the federal government or its departments or agencies) to verify the work authorization status of all newly hired employees employed by the Contractor. Breach of this term or condition is considered a material breach of this Contract. Contractor's execution of this Contract constitutes a certification that they are authorized to certify on behalf of Contractor and do hereby certify on behalf of Contractor that the Contractor has registered with, has and will participate in, and does and will continue to utilize once registered and throughout the term of this Contract and any permissible extension hereof, the E-Verify Program (or any successor program implemented by the federal government or its departments or agencies) to verify the work authorization status of all newly hired employees employed by the Contractor. 6.11. Iran -Linked Business Certification. Contractor certifies that it is not an Iran -Linked Business. Contractor further certifies that it was not an Iran -Linked Business at the time it submitted its Proposal for this Contract. Contractor must promptly notify the County, if Contractor becomes an Iran -Linked Business at any time during this Contract. 6.12, Foreian Adversary Certification. If Contractor supplies technology or equipment to County, Contractor certifies that the technology and/or equipment was not produced, assembled or manufactured by a foreign adversary, as defined, and as prohibited by the federal government. 6.13. Taxes. OAKLAND COUNTY PURCHASING Rev 09/16/2020 CONTRACT NUMBER 006369 Page 11 MOAKLAN&F' C O U N T Y M I C H I G AN PURCHASING OAKLAND COUNTY EXECUTIVE DAVID COULTER Purchasing (248) 858-0511 1 purchasing@oakgov.com 6.13.1. Contractor Taxes. Contractor shall collect and pay its local, state, and federal taxes, including but not limited to, all employment taxes, sales taxes, personal property taxes, and real property taxes. The County shall not be liable to or required to reimburse Contractor for any local, state, or federal tax of any kind. 6.13.2. County Tax -Exempt. The County is exempt from state and local sales tax, personal property tax, and real property tax. Prices under this Contract shall not include taxes, unless the County is not tax-exempt for a specific Deliverable. Exemption certificates for sales tax will be furnished upon request. 6.14. Warranty for Services. Contractor warrants that all Deliverables that are services shall be performed in compliance with all applicable laws, statutes, regulations, ordinances, and professional standards. 6.15. Warrantv for Goods. Reserved. 6.15.1. INTENTIONALLY OMIT. 6.15.2. INTENTIONALLY OMIT. 6.1S.3. Warranty of Title. All goods conveyed to the County shall be conveyed and transferred: (a) with good title; (b) free from any security interest, lien, or encumbrance that the County did not have knowledge of when the Contract was executed; and (c) free of any rightful claim of infringement or similar claim by a third -party. 6.16. ADA and Section 508 Compliance. If Contractor is providing a Deliverable that requires County Agents or the public to use a software application or to access a website, Contractor warrants that end users can utilize the software or access the website in accordance with the accessibility requirements of the ADA and the Rehabilitation Act of 1973. Contractor's Deliverable will conform, where relevant, to level AA of the World Wide Web Consortium (W3C) Web Content Accessibility Guidelines (WCAG) 2.0. Contractor may provide a description of conformance with the above -mentioned specifications by means of a completed Voluntary Product Accessibility Template for WCAG 2.0 (WCAG 2.0 VPAT) or another comparable document. Any additional compliance requirements shall be specified in the Scope of Contractor's Deliverables Exhibit IX. 6.17. Standard Performance. Contractor agrees that the Deliverables (also referred to herein as "Services") provided for herein will be performed in a professional manner in accordancewith recognized professional consulting standards for similar services and that qualified personnel will be assigned for that purpose. In providing the Services, Contractor and its personnel shall exercise reasonable care. Contractor cannot guarantee or assure the achievement of any particular performance objective, nor can Contractor guarantee or assure any particular outcome for County or any other person as a result of this Agreement or the performance of the Services. If, during the performance of these Services or within one year following completion of the Agreement, such Services will prove to be faulty or defective by reason of OAKLAND COUNTY PURCHASING Rev 09/16/2020 CONTRACT NUMBER 006369 Page 12 c o u N T Y M I c H I G n N OAKLAND COUNTY EXECUTIVE DAVID COULTER PURCHASING Purchasing (248) 858-0511 l purchasing@oakgov.com failure to meet such standards, Contractor agrees that upon prompt written notification from County prior to the expiration of the one-year period following the completion of the Agreement of any such fault or defect, such faulty portion of the Services will be redone at no cost to County up to a maximum amount equivalent to the cost of the Services rendered under this Agreement. THE FOREGOING WILL CONSTITUTE CONTRACTOR'S SOLE WARRANTY WITH RESPECT TO THE ACCURACY OR COMPLETENESS OF THE SERVICES AND THE ACTIVITIES INVOLVED IN ITS PREPARATION, AND IS MADE IN LIEU OF ALL OTHER WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. §7. LIABILITY 7.1. Contractor Indemnification. Contractor shall indemnify, defend, and hold the County harmless from all third -party Claims, directly asserted against the County by any person or entity, which have been caused from the acts or omissions of Contractor or Contractor's Employees. The County's right to indemnification is in excess and above any insurance rights/policies required by this Contract. 7.2. No Indemnification from the County. Contractor shall have no rights against the County for indemnification, contribution, subrogation, or any other right to be reimbursed by the County, except as expressly provided herein. 7.3. Limitation of Liabilitv. Except as otherwise provided, Contractor's aggregate liability for all claims, losses, liabilities, or damages in connection with this agreement or its subject matter, whether as a result of breach of contract, tort (including negligence), or otherwise, regardless of the theory of liability asserted, is limited to no more than the total amount of fees paid to Contractor for the particular Service giving rise to the liability under the applicable Statement of Work. In addition, Contractor will not be liable for any lost profits, consequential, indirect, punitive, exemplary, or special damages. Also, Contractor shall have no liability to County arising from or relating to any third -party hardware, software, information, or materials selected or supplied by the County, unless the damages or liability is caused by Contractor. Notwithstanding the foregoing, the foregoing limitations of liability in this section 7.3 do not apply to the following items, which have a different liability cap as set forth as follows: Contractor's aggregate liability to County under this Contract for any indemnification obligations required by this Contract, insurance rights/policies required by this Contract, breach of confidentiality, Security Breach, infringement of intellectual property, orContractor's gross negligence, willful misconduct, or fraud, will not exceed three million dollars ($3,000,000.00). §8. CONTRACTOR PROVIDED INSURANCE. At all times during this Contract, Contractor shall obtain and maintain insurance according to the requirements listed in Exhibit I. OAKLAND COUNTY PURCHASING Rev 09116/2020 CONTRACT NUMBER 006369 Page 13 401,AKLAND- COUNTY M I C H I G A N PURCHASING OAKLAND COUNTY EXECUTIVE DAVID COULTER Purchasing (248) 858-0511 1 purchasing@oakgov.com §9. INTELLECTUAL PROPERTY 9.1. 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 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 Software. Neither Contractor nor Contractor Employee shall use any Software contrary to the provisions of any applicable Software license agreement or state or federal law. 9.2. Contractor License to Use County Servicemarks. If this Contract involves the use of County servicemarks, then Contractor is granted a license to use the servicemarks subject to the terms listed in Exhibit VII. Contractor shall only use the servicemarks as directed by the County in Exhibit VII. 9.3. 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, or trade secret rights in County Intellectual Property; (b) upon full payment of all amounts due to the Contractor under this Contract, 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) upon full payment of all amounts due to the Contractor under this Contract, Contractor assigns to the County all rights and interest in County Intellectual Property, which Contractor has made or conceived or may make and conceive, either solely or jointly with others, either on or off County premises while performing this Contract or with the use of the time, material, or facilities of the County. Notwithstanding the above, Contractor will own its working papers, pre-existing materials and software, as well as any general skills, know-how, process, or other intellectual property (including a non -client specific version of any Deliverables) which Contractor may have discovered or created as a result of the services under this Contract. 9.4. Infringement Remedies. If, in either Party's opinion, any of the services or Deliverables supplied by Contractor or Contractor Employees is likely to become the subject of a copyright, patent, trademark, or trade secret infringement claim, Contractor shall at its own expense: (a) procure for County the right to continue using the services or Deliverables, or if this option is not reasonably available to Contractor; (b) replace or modify the same so that it becomes non -infringing; or (c) accept its return by County with appropriate credits to County and reimburse County for any losses or costs incurred as a consequence of County ceasing its use and returning it. §10. CONFIDENTIAL INFORMATION 10.1. Contractor Use of Confidential Information. Both Parties shall use appropriate safeguards to protect the confidentiality and integrity of Confidential Information. Both Parties shallnot OAKLAND COUNTY PURCHASING Rev 09/16/2020 CONTRACT NUMBER 006369 Page 14 COUNTY40AKRNDF;;� MICH IGAN PURCHASING OAKLAND COUNTY EXECUTIVE DAVID COULTER Purchasing (248) 858-0511 1 purchasing@oakgov.com reproduce, provide, disclose, or give access of Confidential Information to any Contractor Employee or third -party not having a legitimate need to know. Both Parties shall only use the Confidential Information for performance of this Contract. Notwithstanding the foregoing, both Parties may disclose the Confidential Information, if required by law, statute, or other legal process; provided that the receiving Party: (a) gives the disclosing Party prompt written notice of the impending disclosure; (b) provides reasonable assistance to the disclosing Party in opposing or limiting the disclosure; and (c) makes only such disclosure as is compelled or required. This Contract imposes no obligation upon either Party with respect to any Confidential Information which either Party can establish by legally sufficient evidence: (a) was in possession of or was known by the receiving Party, prior to its receipt from the disclosing Party, without any obligation to maintain its confidentiality; or (b) is obtained by receiving Party from a third -party having the right to disclose it, without an obligation to keep such information confidential. For the avoidance of doubt, the Parties' obligations under this provision are subject to the Michigan Freedom of Information Act. §11. COUNTY DATA. If Contractor uses or possesses County Data in the performance of this Contract, then the following provisions contained in this section apply: 11.1. Use of Countv Data. Contractor and Contractor Employees shall have a limited license to County Data, including a license to collect, process, store, generate and display County Data but only to the extent necessary to provide services under this Contract. Contractor and Contractor Employees may not use, sell, rent, transfer, distribute, or otherwise disclose or make available County Data for Contractor's own purposes or for the benefit of anyone other than the County, without the County's prior written consent, unless otherwise provided for within an Exhibit to this Contract. 11.2. Unauthorized Access/Disclosure or Theft of Countv Data. Contractor or Contractor Employees shall notify the County's Chief Information Officer as soon as practicable but no later than forty- eight (48) hours of "Discovery" of suspected unauthorized access, acquisition, disclosure, or theft of County Data (a "Security Breach"). "Discovery" means the first day on which the Security Breach is known to Contractor or Contractor Employees or should have been known by exercising reasonable diligence. Upon Discovery of a Security Breach, Contractor shall do the following: (a) take reasonable measures to promptly cure the deficiencies relating to the Security Breach in order to secure County Data; (b) cooperate with the County in investigating the occurrence, including making available all relevant records, logs, files, and data reporting materials required upon request by the County; and (c) comply with all applicable federal or state laws and regulations pertaining to unauthorized disclosures or as otherwise directed by the County. If Contractor uses or possesses County Data described in in Exhibit II (HIPPA), Exhibit III (PII), or Exhibit IV (01S), Contractor shall follow the procedures in the applicable Exhibits governing the unauthorized access/disclosure or theft of County Data. 11.3. 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 permit Contractor Employees to OAKLAND COUNTY PURCHASING Rev 09/16/2020 CONTRACT NUMBER 006369 Page 15 tr0,AKLANU:=--- C O U N T'P MICH ICAN PURCHASING OAKLAND COUNTY EXECUTIVE DAVID COULTER Purchasing (248) 858-0511 I purchasing@oakgov.com store County Data on portable devices, including personal computers, except for portable devices that encrypt data at rest and are used and kept within the U.S. Contractor shall permit its Contractor Employees to access County Data remotely only as required to provide technical support. 11.4. Requirements for PCI Data. Reserved. 11.5. Response to Legal Request for Countv Data. If the 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. 11.6. 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 orprovide for the secure disposal of County Data as directed by County. §12. INFORMATION TECHNOLOGY STANDARDS. If Contractor provides a technology application or requires the use of the Internet to access a Deliverable, the following sections apply: 12.1. County Standards. If Contractor and Contractor Employees that will be given access to the County Network, Contractor and Contractor Employees shall comply with the County Electronic Communications and Use of Technology Policy. 12.2. Implementation of Securitv Measures. Contractor shall implement and maintain appropriate administrative, technical, and organizational security measures to safeguard against unauthorized access to the County Network and County Data. Such measures shall be in accordance with standard security industry practice and not less stringent than the measures Contractor applies to protect its own data of a similar kind. 12.3. Completion of County Securitv Questionnaire. Contractor warrants it has completed the County's security questionnaire. Each year, prior to the anniversary date of this Contract, and upon receipt of the County's security questionnaire, Contractor shall provide the County with the answers to the County's security questionnaire. §13. GENERAL TERMS AND CONDITIONS 13.1. Access to Countv Propertv or Facilities. As set forth in this Contract, Contractor has access to and the right to use County property and facilities necessary to perform this Contract. Unless otherwise provided in this Contract or Contractor receives prior written permission from the County's Director responsible for the department requiring access outside of Business Days, Contractor may only access and use County property and facilities for performance of this Contract on Business Days. OAKLAND COUNTY PURCHASING Rev 09/16/2020 CONTRACT NUMBER 006369 Page 16 110AKLAN&.`-�_�' CC) U N T Y M[ C H I G AN PURCHASING OAKLAND COUNTY EXECUTIVE DAVID COULTER Purchasing 1248) 858-0511 1 purchasing@oakgov.com 13.2. Signs on Countv 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 Directorof Facilities Management or successor. 13.3. Use of Countv 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. 13.4. Removal of Contractor's Personal Prooertv. At the expiration or termination of this Contract, Contractor shall leave County property or facilities in the same condition that Contractorfound them and clean of all rubbish. Contractor shall remove all of its personal property withinthirty (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. 13.5. Damage to Countv 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. 13.6. Damage to Contractor's Propertv. 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. 13.7. Countv's Right to Suspend Contract Performance. Upon written notice, the County may require Contractor to suspend performance of this Contract if Contractor has failed to comply with federal, state, or local laws or any requirements contained in this Contract. The right to suspend performance of this Contract is in addition to the County's right to terminate and/or cancel this Contract. The County shall incur no penalty, expense, or liability to Contractor if the County suspends performance of this Contract under this Section. 13.8. Discrimination. Contractor, and its subcontractors under this Contract, shall not discriminate against an employee or an applicant for employment in hiring, any terms and conditions of employment or matters related to employment regardless of race, color, religion, sex, sexual orientation, gender identity or expression, national origin, age, genetic information, height, weight, disability, veteran status, familial status, marital status or any other reason, that is unrelated to the person's ability to perform the duties of a particular job or position, in accordance with applicable federal and state laws. 13.9. Conflict of Interest. Pursuant to Public Act 317 and 318 of 1968, as amended (MCL 15.301, et seq. and MCL 15.321, etseq.), no contracts shall be entered into between the County and any OAKLAND COUNTY PURCHASING Rev 09/16/2020 CONTRACT NUMBER 006369 Page 17 =— d frOAKLAN C O U N T Y M I C H I G A N PURCHASING OAKLAND COUNTY EXECUTIVE DAVID COULTER Purchasing (248) 858-0511 1 purchasing@oakgov.com County Agent. To avoid any real or perceived conflict of interest, Contractor shall disclose to the County the identity of all Contractor Employees and all relatives of Contractor Employees who: a) are employed by the County on the date the Contract is executed; and b) become employed by the County during the term of the Contract. Contractor shall also disclose to the County the identity of all County Agents and all relatives of County Agents who: a) are employed by Contractor on the date the Contract is executed; and b) become employed by Contractor during the term of the Contract. 13.10. Access and Records. Contractor will maintain accurate books and records in connection with performance of this Contract for thirty-six (36) months afterthe end of this Contract and Contractor shall provide the County with reasonable access to such books and records, upon request. 13.11. Audit. The County or an independent auditor hired by the County may perform contract audits (in its sole discretion) and shall have the authority to access all pertinent records and data and to interview any Contractor Employee during the term of this Contract and for a period of three years after final payment, but no more than once annually. 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. 13.12. Assignments/Deleeations/Subcontracts. 13.12.1. 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 withoutthe prior written consent of the other Party; provided, however, Contractor may assign, delegate, or subcontract this Contract to an affiliate or subsidiary as long as the affiliate or subsidiary is adequately capitalized and can provide adequate written assurances to the County that the affiliate or subsidiary can perform this Contract. The County may withhold consent, if the County determines that the assignment, delegation, or subcontract would impair performance of this Contract or the County's ability to recover damages under this Contract. Contractor shall also provide the County with adequate information to allow the County to make a determination regarding the assignment, delegation, or subcontract. 13.12.2. 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. 13.12.3. Contractor Responsibility for Assigns/Delegates/Subcontractors. If Contractor assigns, delegates, or subcontracts this Contract, in whole or in part, Contractor shall remain thesole OAKLAND COUNTY PURCHASING Rev 09/16/2020 CONTRACT NUMBER 006369 Page 18 C r0A T Y M I C H I G A N PURCHASING OAKLAND COUNTY EXECUTIVE DAVID COULTER Purchasing (248) 858-0511 ( purchasing@oakgov.com 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. 13.12.4. Performance Required. If an assignee, delegee, or subcontractor fails to perform as required under this Contract, Contractor shall contract with another entity for such performance. Any additional costs associated with securing another assignee, delegee, or subcontractor shall be the sole responsibility of Contractor. 13.13. Non -Exclusive Contract. This Contract is a non-exclusive agreement. No provision in this Contract limits or is intended to limit, in any way, Contractor's right to offer and provide its services to the general public, other business entities, municipalities, or governmental agencies during or after the term of this Contract. Similarly, the County may freely engage other persons to perform the same work that Contractor performs. Except as provided in this Contract, this Contract shall not be construed to guarantee Contractor or any Contractor Employee any fixed or certain number of Deliverables. 13.14. 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. 13.14.1. Survival of Terms and Conditions. The following terms and conditions shall survive and continue in full force beyond the termination or cancellation of this Contract (or any part thereof) until the terms and conditions are fully satisfied or expire by their nature: Section 1. Contract Definitions, Section 5. Scope of Deliverables and Financial/Payment Obligations, Section 6. Contractor's Warranties and Assurances, Section 7. Liability, Section 8. Contractor Provided Insurance, Section 9. Intellectual Property, Section 10. Confidential Information, Section 11. County Data, Section 13. General Terms and Conditions; and if incorporated into this Contract, Exhibit II: Business Associate Agreement (Health Insurance Portability and Accountability Act Requirements), Exhibit III: Requirements for Contractors with Access to County PII (Personally Identifiable Information) and Exhibit IV: Requirements for Contractors with Access to CAS Data (Criminal Justice Information Security. 13.15. Reservation of Rights. This Contract does not, and is not intended to impair, divest, delegate, or contravene any constitutional, statutory, or other legal right, privilege, power, obligation, duty, or immunity of the County. 13.16. Compliance with Laws. Contractor shall comply with all federal, state, and local laws, statutes, ordinances, regulations, insurance policy requirements, and requirements applicable to its activities under this Contract. 13.17. Force Maieure. Notwithstanding any other term or condition of this Contract, neither Party shall be liable for failure to perform contractual duties or obligations caused by events beyond OAKLAND COUNTY PURCHASING Rev 09/16/2020 CONTRACT NUMBER 006369 Page 19 COUNTY MIC H$ G A N OAKLAND COUNTY EXECUTIVE DAVID COULTER PURCHASING Purchasing (248) 858-0511 1 purchasing@oakgov.com 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. 13.18. Notices. 13.18.1. Written Notice. All notices required under this Contract shall be in writing. Notices shall be effective: (a) the next Business Day, if personally delivered; (b) the third Business Day, if sentby 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. 13.18.2. Notice to Contractor. Unless otherwise specified, Notice to Contractor shall be addressed to the Contract Administrator listed on the first page of this Contract. 13.18.3. Notice to Countv. Unless otherwise specified herein, Notice to the County shall be addressed to Purchasing, the County Project Manager (if applicable), and the County Contract Administrator(s) listed on the first page of this Contract. 13.19. Captions. Section and subsection numbers, captions, and any index to sections or subsections contained in this Contract are intended for the convenience of the reader and are notintended 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. 13.20. Waiver. Waiver of any term or condition under this Contract must be in writing and notice given pursuant to this Contract. No written waiver, in one or more instances, shall be deemed or construed as a continuing waiver of any term or condition of this Contract. No waiver by either Party shall subsequently affect its right to require strict performance of this Contract. 13.21. Cumulative Remedies. A Party's exercise of any remedy shall not preclude the exercise of any other remedies, all of which shall be cumulative. A Party shall have the right, in its sole discretion, to determine which remedies are to be exercised and in which order. 13.22. Severabilitv. If a court of competent jurisdiction finds a term or condition of this Contract to be illegal or invalid, then the term or condition shall be deemed severed from this Contract. All other terms or conditions shall remain in full force and effect. Notwithstanding the above, if Contractor's promise to indemnify or hold the County harmless is found illegal or invalid, Rev 09/16/2020 OAKLAND COUNTY PURCHASING CONTRACT NUMBER 006369 Page 20 q0"AKLAND"Y' r=OUNTY MTCHIGAN PURCHASING OAKLAND COUNTY EXECUTIVE DAVID COULTER Purchasing (248) 858-0511 t purchasing@oakgov.com Contractor shall contribute the maximum it is permitted to pay by law toward the payment and satisfaction of any Claims against the County. 13.23. Dispute Resolution. All disputes arising under or relating to the execution, interpretation, performance, or nonperformance of this Contract involving or affecting the Parties may first be submitted to the respective Project Manager (if applicable) and Contract Administrators for possible resolution. 13.24. Governin¢ Laws/Consent to Jurisdiction and Venue. This Contract shall be governed, interpreted, and enforced by the laws of the State of Michigan. Except as otherwise required by law or court rule, any action brought to enforce, interpret, or decide any Claim arising under or related to this Contract shall be brought in the Sixth Judicial Circuit Court of the State of Michigan, the 50th District of the State of Michigan, or the United States District Court for the Eastern District of Michigan, Southern Division, as dictated by the applicable jurisdiction of the court. Except as otherwise required by law or court rule, venue is proper in the courts set forth above. The choice of forum set forth above shall not be deemed to preclude the enforcement of any judgment obtained in such forum or taking action under this Contract to enforce such judgment in any appropriate jurisdiction. 13.25. Entire Contract. This Contract represents the entire agreement and understanding between the Parties. This Contract supersedes all other prior oral or written understandings, communications, agreements, or contracts between the Parties. The language of this Contract shall be construed as a whole according to its fair meaning and not construed strictly for or against any Party. Rev 09/16/2020 OAKLAND COUNTY PURCHASING CONTRACT NUMBER 006369 Page 21 OfOAKLANUP' COUNTY M IC HIGAN PURCHASING OAKLAND COUNTY EXECUTIVE DAVID COULTER Purchasing (248) 858-0511 1 purchasing@oakgov.com r*.T.%-..w 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. Limits of insurance required in no way limit the liability of the Contractor. 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) Broad Form Contractual including coverage for obligations assumed in this Contract; $1,000,000 — Each Occurrence Limit $1,000,000 — Personal & Advertising Injury $2,000,000 — Products & Completed Operations Aggregate Limit $2,000,000 — General Aggregate Limit $ 100,000— Damage to Premises Rented to You (formally known as Fire Legal Liability) Workers' Compensation Insurance with limits statutorily required by any applicable Federal or State Law and Employers Liability insurance with limits of no less than $500,000 each accident, $500,000 disease each employee, and $500,000 disease policy limit. 1. © Fully Insured or State approved self -insurer. 2. ❑ Sole Proprietors must submit a signed Sole Proprietor form. 3. ❑ Exempt entities, Partnerships, LLC, etc., must submit a State of Michigan form WC-337 Certificate of Exemption. Commercial Automobile Liability Insurance covering bodily injury or property damage arising out of the use of any owned, hired, or non -owned automobile with a combined single limit of $1,000,000 each accident. This requirement is waived if there are no company owned, hired or non -owned automobiles utilized in the performance of this Contract. Commercial Umbrella/Excess Liability Insurance with minimum limits of $2,000,000 each occurrence. Umbrella or Excess Liability coverage shall be no less than following form of primary coverages or broader. This Umbrella/Excess requirement may be met by increasing the primary Commercial General Liability limits to meet the combined limit requirement. OAKLAND COUNTY PURCHASING Rev 09/16/2020 CONTRACT NUMBER 006369 Page 22 COUNTY40"AKLANDFr MICHIGAN PURCHASING Supplemental Coverages — As Needed OAKLAND COUNTY EXECUTIVE DAVID COULTER Purchasing (248) 858-0511 1 purchasing@oakgev.com 1. @Professional Liability/Errors & Omissions Insurance (i.e., Consultants, Technology Vendors, Architects, Engineers, Real Estate Agents, Insurance Agents, Attorneys, etc.) with minimum limitsof $1,000,000 per claim and $1,000,000 aggregate shall be required when the Contractor provides professional services that the County relies upon. 2. NCyber Liability Insurance with minimum limits of $1,000,000 per claim and $1,000,000 aggregate shall be required when the Contractor has access to County IT systems and/or stores County data electronically. 3. ❑Commercial Property Insurance. The Contractor shall be responsible for obtaining and maintaining insurance covering their equipment and personal property against all physicaldamage. 4. ❑Liquor Legal Liability Insurance with a limit of $1,000,000 each occurrence shall be required when liquor is served and/or provided by Contractor. S. ❑Pollution Liability Insurance with minimum limits of $1,000,000 per claim and $1,000,000 aggregate shall be required when storage, transportation and/or cleanup & debris removal of pollutants are part of the services utilized. 6. ❑Medical Malpractice Insurance with minimum limits of $1,000,000 per claim and $1,000,000 aggregate shall be required when medically related services are provided. 7. ❑Garage Keepers Liability Insurance with minimum limits of $1,000,000 per claim and $1,000,000 aggregate shall be required when County owned vehicles and/or equipment are stored and/or serviced at the Contractors facilities. 8. ❑Other Insurance Coverages as maybe dictated by the provided product/service and deemed appropriate by the County Risk Management Department. Rev 09/16/2020 OAKLAND COUNTY PURCHASING CONTRACT NUMBER 006369 Page 23 40'AMNDF;;� C 0 U NTY M I C H I G AN PURCHASING General Insurance Conditions OAKLAND COUNTY EXECUTIVE DAVID COULTER Purchasing (248) 858-0511 ( 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 insuranceor 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 underany 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; S. 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 bylaw and policy form; 6. If the Contractor's insurance policies have higher limits than the minimum coverage requirements stated in this document the higher limits shall in no way limit the overall liability assumed by the Contractor under contract. 7. 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; 8. 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 provide 30 days' notice of cancellation/material change endorsement. 9. All insurance carriers must be licensed and approved to do business in the State of Michigan along with the Contractor's state of domicile and shall have and maintain a minimum A.M. Best's ratingof A- unless otherwise approved by the County Risk Management Department. OAKLAND COUNTY PURCHASING Rev 09/16/2020 CONTRACT NUMBER 006369 Page 24 IrOAKLAND-1-76 COUNTY MICHIGAN OAKLAND COUNTY EXECUTIVE DAVID COULTER, PURCHASING Purchasing (248) 858-0511 1 purchasing@oakgov.com EXHIBIT III REQUIREMENTS FOR CONTRACTORS WITH ACCESS TO COUNTY PII (Personally Identifiable Information) Exhibit III governs the requirements for Contractors with Access to Personally Identifiable Information (PII). 1. DEFINITIONS 1.1 Security Breach means the unauthorized access, acquisition, theft, or disclosure of PII. 1.2 PII (Personally Identifiable Information) means a name, number, or other information that is used for the purpose of identifying a specific person or providing access to a person's financial accounts, including, but not limited to, a person's name, address, telephone number, driver's license or state personal identification card number, social security number, place of employment, employee identification number, employer or taxpayer identification number, government passport number, health insurance identification number, mother's maiden name, demand deposit account number, savings account number, financial transaction device account number or the person's account password, any other account password in combination with sufficient information to identify and access the account, automated or electronic signature, biometrics, stock or other security certificate or account number, credit card number, vital record, or medical records or information as well as the first name or first initial and last name linked to a social security number, driver's license or state personal identification card or financial account number in combination with a code or password that would permit access to a person's financial account(s) and as otherwise may be defined by state or federal laws governing the unauthorized access to personal information. 2. OBLIGATIONS 2.1 Contractor shall not use or disclose PII other than as permitted or required by this Contract oras required by law. 2.2 Contractor shall implement administrative, physical, and technical safeguards (including written policies and procedures) that reasonably and appropriately protect the confidentiality, integrity, and availability of PII that it creates, receives, maintains or transmits on behalf of the County. 2.3 Contractor shall mitigate, to the extent practicable, any harmful effect known to Contractorof the use or disclosure of PII in violation of law or this Contract. 2.4 If Contractor or Contractor Employees discover a Security Breach, Contractor shall notify the County without unreasonable delay, but no later than within forty-eight (48) hours of discovery. For this purpose, "discovery" means the first day on which the Security Breach is known to Contractor or Contractor Employee or should have been known by exercising reasonable diligence. Contractor shall be deemed to have knowledge of a Security Breach if the Security Breach is known or should have been known by exercising reasonable diligence by any person, OAKLAND COUNTY PURCHASING Rev 09/16/2020 CONTRACT NUMBER 006369 Page 25 40AKLANION C O ON T Y M I C H I G AN PURCHASING OAKLAND COUNTY EXECUTIVE DAVID COULTER Purchasing (248) 858-0511 ( purchasing@oakgov.com other than the person committing the Security Breach. The notification to the County shall include the following: (a) describe the Security Breach in general terms; (b) describe the type of personal information that is the subject of the Security Breach; (c) identify each individualwhose Ph has been breached or has reasonably believed to have been breached; (d) describe in general terms, what Contractor has done to prevent additional Security Breaches; and (e) provide any other available information in Contractor or subcontractor's possession that may be necessary to comply with Security Breach notification laws. 2.5 If the County determines it will provide the notice of the Security Breach to the affected individuals and/or to governmental authorities, Contractor shall reimburse the County for: (a) its costs in notifying the affected individuals; (b) the cost of third -party credit and identify monitoring services to each of the affected individuals with compromised PH for no less than twenty-four (24) months following the date of notification to each individual; and (c) costs associated with the Security Breach, including but not limited to any costs incurred by the County in investigating and resolving the Security Breach, including reasonable fees associated with such investigation and resolution. Without limiting Contractor's obligations of indemnification as described in the Contract, Contractor shall indemnify, defend, and hold harmless the Countyfor any and all claims, including reasonable attorneys' fees, costs, and incidental expenses, which may be suffered by, accrued against, charged to, or recoverable from the County in connection with the Security Breach. Contractor shall reimburse County for the applicable costs described above within thirty (30) days of receipt of an itemization of costs incurred by the County because of the Security Breach. 2.6 Within ten (10) calendar days of its discovery of the Security Breach, Contractor shall providethe County with a detailed plan describing the measures Contractor will undertake to prevent a future Security Breach. The County shall have the right to audit, inspect and test Contractor's new safeguards put in place because of the Security Breach. Contractor shall be responsible for recreating lost County Data in the manner and on the schedule set by the County withoutcharge to the County. OAKLAND COUNTY PURCHASING Rev 09/16/2020 CONTRACT NUMBER 006369 Page 26 40AKLANI _:� ff=- COUNTY M _ICH H I G AN PURCHASING OAKLAND COUNTY EXECUTIVE DAVID COULTER Purchasing (248) 858-0511 1 purchasing@oakgov.com EXHIBIT V FEDERALLY FUNDED CONTRACT REQUIREMENTS Exhibit V sets forth additional provisions for all federally funded contracts. To the extent that this Contract is funded, in whole or in part, by any federal award, the following provisions apply: 1. Termination. In addition to the termination rights set forth in Section 4 of this Contract, the County may terminate this Contract, in whole or in part, for cause upon notice to Contractor if Contractor breaches any duty or obligation in the Contract and fails to cure the breach, to the County's satisfaction, if applicable. 1.1 Right to Cure. If the Contractor breaches this Contract, and the County, in its sole discretion, determines that the breach is curable, then the County must provide the Contractor with written notice of the breach and a time period (not less than thirty (30) Days) to cure the breach. The notice of breach and opportunity to cure do not apply in the following circumstances: (1) for successive or repeated breaches; (2) if the County determines in its sole discretion that the breach poses a serious and imminent threat to the health or safety of any person or the imminent loss, damage, or destruction of any real or tangible personal property; or (3) if the County terminates the Contract under this Section or Section A above. The effective date for termination or cancellation shall be clearly stated in the written notice. 1.2 Termination Deemed for Convenience. If the County terminates the Contract for cause and it is determined, for any reason, that Contractor was not in breach of Contract, then the termination for cause shall be deemed a termination for convenience, effective as of the same datespecified in the notice of breach. 2. Contractor's Obligations Upon Termination for Cause. If the Contract is terminated for cause, the County may require Contractor to pay all costs incurred by the County in terminating the Contract, including but not limited to, administrative costs, reasonable attorneys' fees, court costs, and any reasonable additional costs the County may incur to procure the Deliverables required by the Contract from other sources. Re -procurement costs are not consequential, indirect or incidental damages and cannot be excluded by any other terms included in this Contract; however, such costs shall not exceed 50% of the County's financial obligation under this Contract. 3. Compliance with Laws. Contractor shall comply with the following, if applicable: 3.1 The Davis -Bacon Act (40 U.S.C. 3141-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"); 3.2 The Copeland "Anti -Kickback" Act (40 U.S.C. 3145 etseq.), as supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"); OAKLAND COUNTY PURCHASING Rev 09/1612020 CONTRACT NUMBER 006369 Page 27 COUNTY M ICHIGA N PURCHASING OAKLAND COUNTY EXECUTIVE DAVID COULTER Purchasing (248) 858-0511 ( purchasing@oakgov.com 3.3 The Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708) as supplemented by Department of Labor regulations (29 CFR Part 5); 3.4 The requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency; 3.5 All applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C.1251-1387); 3.6 All mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. 6201 etseq.); and 3.7 The Byrd Anti -Lobbying Amendment (31 U.S.C. 1352 et seq.) 4. Debarment and Susnension. Contractor certifies that it is not listed on the government -wide Excluded Parties List System in the System for Award Management (SAM). Contractor must promptly notify the County, if Contractor is listed in SAM at any time during the term, renewal, or extension of this Contract. If Contractor is listed in SAM, the County may terminate orcancel this Contract, in whole or in part, immediately, upon notice to Contractor. 5. Equal Employment Opportunity. If this Contract meets the definition of "Federally Assisted Construction Contract" under 41 CFR Part 60-1.3, then during the performance of this Contract, Contractor agrees as follows: 5.1 The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 5.2 The Contractor will, in all solicitations or advertisements for employees placed by or on behalfof the Contractor, state that all qualified applicants will receive considerations for employment without regard to race, color, religion, sex, or national origin. 5.3 The Contractor will send to each labor union or representative of workers with which he has collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Contractor's commitments under this Section and shall post copies of the notice in conspicuous places available to employees and applicants for employment. OAKLAND COUNTY PURCHASING Rev 09/16/2020 CONTRACT NUMBER 006369 Page 28 C O U N T Y MICHIGAN OAKLAND COUNTY EXECUTIVE DAVID COULTER PURCHASING Purchasing (248) 858-0611 1 purchasing@oakgov.com 5.4 The Contractor will comply with all provisions of Executive Order 11246 of September 24,1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5.5 The Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. 5.6 In the event of the Contractor's noncompliance with the nondiscrimination clauses of this Contract or with any of the said rules, regulations, or orders, this Contract may be cancelled, terminated, or suspended in whole or in part and the Contractor may be declared ineligiblefor further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. 5.7 The Contractor will include the portion of the sentence immediately preceding paragraph E (1) and the provisions of paragraphs E (1) through E (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: Provided, however, that in the event a Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency the Contractor may request the United States to enter into such litigation to protect the interests of the United States. OAKLAND COUNTY PURCHASING Rev 09/16/2020 CONTRACT NUMBER 006369 Page 29 Jro,AKLANDIF�� C Q U N Ty M I C H I G AN PURCHASING OAKLAND COUNTY EXECUTIVE DAVID COULTER Purchasing (248) 858-0511 1 purchasing@oakgov.com EXHIBIT VII LICENSE FOR USE OF COUNTY SERVICEMARK County grants to Contractor the non-exclusive right to use its Servicemark (hereinafter "Mark"), described and listed in the Servicemark Guidelines (below), for programs and activities that are related to the governmental services provided by Oakland County, specifically: The Mark may be used on: (Applicable if Checked): IJ Printed materials N Electronic materials ® Contractor's website: www.guidehouse.com. Contractor shall not use the Mark for any other purpose. The Mark must be used by Contractor as shown in the Servicemark Guidelines, with no variations of color, font or proportion. Contractor acknowledges that the County has intellectual property rights in the Mark. Nothing in this Contract gives Contractor any right, title, or interest in the Mark. Contractor may not take any action that will interfere with County's rights in the Mark. The County may terminate Contractor's rights under this Exhibit, if County notifies Contractor it has breached the terms of this Exhibit and Contractor fails to cure the breach within ten (10) business days of notice of breach. Following termination of this Exhibit, Contractor shall have ten (10) business days to remove the Mark from the materials and/or website authorized for use above. Contractor shall provide County with written confirmation that such actions have been taken. Upon termination of the Contract, Contractor shall cease all use of the Mark. OAKLAND COUNTY PURCHASING Rev 09/16/2020 CONTRACT NUMBER 006369 Page 30 COAKLANOPP C O U N T Y M 1 c H I G A N W OAKLAND COUNTY EXECUTIVE DAVID COULTER PURCHASING Purchasing (248) 858-0511 1 purchasing@oakgov.com Servicemark Guidelines The Guidelines for proper use of the Mark provided to the Contractor are as follows: OAKLAND COUNTYg MICHIG N L&GO BRAND STANDARDS Oakland County has t'o logos That can be used Iroerchangeably. IJne the Tip!ilnntal -4wo Trees logo as v(na detau t choice. This ra ,it Dummy dogc. hin Slacfed Logo Can be used Whanevei spec:: OI aize is a considaraUon'n you, PLA)kCatlOn Either cgD Ie arreptabla for all Oakland County pub Icanoof HOKE,,-, only One style Of loan may be used per publication. For Instance, If you have the hODODIal Ingo on tho front Of o Publicannn you can't use the stacked logo Aae where in the documad Pick one logo Style tar each I Otolcahon Arid use It C u\rounhom, do not rlxed style - HORIZONTAL "TWO IFR EV LOGO MOAK L n COUNTY MICHIGAN STACKED LOGO OAKLAND cau_ N'TY M I(HIGPN The primary Oakland CuLnhv Icgne Lae the tollon!r.O brand r.Olnrs. A, Leaf coltas to, the brand are I'ndl d Iran TWO Oil," major serv6:emarks for Oakland County These colors may be esed is seoerdar: caars in pphbcations. fi`5 9 A prescribed amount of tl n amuntl the Ingo must be maintained at all times. — 1 Lra3as ShoUlO apPesr in fiAl rnlni 'Nhen •iAed n a I ®AKLAI`vDF < 0 LNT vv M 1 C H G A N fit color design. 'vhenever poaslble, H ovevlo If the- publlrabon laauues A single rnFv of !Pa logo, 1 L— ch�xrse either Ali black or all wlnte. NO other + idoi Is if _ _y t_ 01 Poi OLoshen, x rlanfiratien un IhNSG brani slrinldards, phase criacr ®AKLANM uuuvu Pam Tremble C_aNT\1 MIC4�GPX CY IIIY T O�dl\nmIr11vaiLDs n: l:...... :eo V %; Once51fahonrt _ 12A3} 85dd4bA seirbleP�oah9ov,com i•1r+p•'+.+LL'�^S6�` s� ur:rbo ;i+,Vytch t vehnnae rtT -i .. I ,. i-i I - Do not provide copies to a third -party of any artwork provided to you by County and referenced in this Exhibit without the express consent of County. OAKLAND COUNTY PURCHASING Rev 09/16/2020 CONTRACT NUMBER 006369 Page 31 COtFNTV MICHIGAN OAKLAND COUNTY EXECUTIVE DAVID COULTER PURCHASINC Purchasing (248) 858-0511 j purchasing@oakgov.com EXHIBIT VIII ACKNOWLEDGEMENT OF INDEPENDENT EMPLOYMENT STATUS acknowledge that I am an employee or subcontractor of (Name of Contractor's Company): (hereinafter "Company") under Contract#: , and • At all times during my assignment at Oakland County, I will remain an employeeor subcontractor of the Company am not an employee of Oakland County; and, may not represent myself as an employee of Oakland County. I understand that: Company is responsible for establishing the conditions of my assignment to Oakland County; and Company is solely responsible for compensating me for my services; and I understand and agree that as an employee or subcontractor of Company, I am not eligible to participate in or accrue any benefits under any of Oakland County's employee benefits or benefit plans, including retirement, deferred compensation, insurance (including without limitation: health, disability dental and life insurance), vacation pay, and any other similar plans and programs. However, if I am a retired County employee, I may receive vested post -employment benefits such as retiree healthcare and pension benefits from Oakland County. I understand that the post -retirement benefits I receive from the County cannot be enhanced by my workforthe above Contractor. I acknowledge that: • 1 have no copyright, patent, trademark or trade secret rights to any Oakland County Intellectual Property or any work developed by me while providing services to Oakland County; and, e If I will be given access to the County Network, I will comply with the Oakland County Electronic Communications and Use of Technology Policy. Y 1 will comply with and sign the FBI Criminal Justice Information Services Security Addendum if I will have access to CJIS Data. Signed: Date: Print Name: Witness: Date: Print Name: *Contractor or Contractor Employee must provide a copy of completed form to the Compliance Office - Purchasing Unit at PurchasinaPoakoov.corn to receive a County Identification badge. OAKLAND COUNTY PURCHASING Rev 09/16/2020 CONTRACT NUMBER I C i,li: ra: t Page 32 VOAKLAN&F;� C o ON T v M I( H I G AN F OAKLAND COUNTY EXECUTIVE DAVID COULTER PURCHASING Purchasing (248) 858-0511 1 purchasing@oakgov.com EXHIBIT IX SCOPE OF CONTRACTOR DELIVERABLES/FINANCIAL OBLIGATIONS 1. INTRODUCTION Contractor will provide financial and Workday project management services to the County. The purpose of this Exhibit (Scope) is to further describe the duties and obligations of the Parties. 2. FINANCIAL SERVICES 2.1. Contractor shall provide the staff, Deliverables, and incidentals as needed to perform the financial services requested by the County for financial accounting, oversight monitoring, and/or auditing services for each project. 2.2. Contractor's Financial Services may include, but are not be limited to, the following (as requested by the County): 2.2.1. Assist in Administering Federal and State grant monies; 2.2.2. Provide project reports; 2.2.3. Project Budgeting: 2.2.4. Financial Forecasting; 2.2.5. Recommend Internal Controls; 2.2.6. Schedule and Conduct/Assist in Meetings 2.2.7. The County may request, at County's sole discretion and option, that Contractor provide one or more full-time dedicated Contractor Employees to a project to make theday-to-day decisions on behalf of the County. All Contractor decisions made in performance of this Contract will be subject to County approval and oversight. 2.3. The County will issue a Statement of Work (SOW) for each project as needed by executinga Contract Amendment as described above in the Contract. The SOW will identify the deliverables, time of services needed, specific response information required, work performance evaluation, and payment criteria. 2.4. Payment will be based on the hourly rates submitted with a Not to Exceed (NTE) amountstated for each project. 2.5. The County and the Contractor may negotiate a lump sum payment schedule for projects in lieu of the stated hourly rates if applicable. 2.6. Pricing/Rates. Contractor shall perform the Deliverables for the County for the rates provided in the following rate table: OAKLAND COUNTY PURCHASING Rev 09/16/2020 CONTRACT NUMBER ; C O i i f ra C { Pali!"^ Page 33 COUNTY M ICH t GAN OAKLAND COUNTY EXECUTIVE DAVID COULTER PURCHASINL Purchasing (248) 858-0511 1 purchasing@oakgov.com Rate Sheet Event # 005180 REP Nor Financial Consultants Job Titles Responsibility Year 1 Hourly Rate Year 2 Hourly Rate Year 3 Hourly Rate Partner/Leader $318 ------- _ _32-_----- - -- - - - Director _6 - $�- --- _80 - _-_- _ -- - � $287 - — -- — --.. ---- $295 Manager $225 - $231 - $238 - Senior Consultant --- — - - $170 -' $175 $180 Consultant -- --- -- -- -- -- $145 $149 -- -' $154 - Recovery Analyst Hi $120 i $123 $127 - Recover �� ---- Y Analyst Y H $65 $67 i $69 Recovery Analyst $45 $47 $49 Analyst $30 $31 - r--- --- $32 - --- - 3. WORKDAY SERVICES 3.1. This section describes Contractor's obligations for Workday Project Manager and Workday Financial Implementation. 3.2. The Parties expect that Contractor will begin its Workday Project Manager services promptly after the effective date of this Contract. However, this does not obligate the County torequest Contractor's services by any specific date. 3.3. Contractor will provide the Workday Project Manager services for the County at the rate of two -hundred thirty dollars per hour ($230/hour) plus allowable travel expenses (if applicable) as provided below. 3.4. Additional Travel Expenses. Contractor may charge County for travel expenses as provided below: 3,4.1. Actual Costs. All travel and living expenses (with the exception of per diem meal allowances) are billed at the actual costs incurred, with receipts for such costs retained by Contractor in accord with IRS guidelines. Contractor shall provide receipt copies for actual costs over twenty- five dollars. 3.4.2. Airfare. County is responsible for the cost of round-trip coach airfare. Consultants purchase airline tickets as early as possible consistent with County schedules in order to obtain a reasonable fare. Discounted fares are normally non-refundable. County assumes the cost of any penalties due to cancellations as a result of County's changes in consultants' schedules. Contractor assumes the cost for any penalties arising from Contractor requested schedule changes. 3.4.3. Lodging. Contractor will acquire lodging consistent with business travel rates for the area of County's offices. Contractor will use the lower of Contractor's or County's corporate rate at designated national brand hotels whenever possible. 3,4.4. Per Diem. Meal expenses are calculated on a per diem basis using the allowed rate for a specific local or metropolitan area under the General Service Administration ("GSA) tables applicable to Federal employees traveling at government expense. GSA publishes Continental OAKLAND COUNTY PURCHASING Rev 09/16/2020 CONTRACT NUMBER Page 34 IFOAKUND-1� COUNTY MIC HIGAN PURCHASING OAKLAND COUNTY EXECUTIVE DAVID COULTER Purchasing (248) 858-0511 1 purchasing@oakgov.com US (CONUS) per diem tables for each local or metropolitan area annually on October 1. The per diem rate includes all meals, meal tips, and incidental expenses. The per diem rate is prorated for partial days of travel away from home according to the GSA guidelines. Refer to the GSA website for per diem rates at www.gsa.gov/perdiem, and the meal per diem breakdown at www.gsa.gov/mie. Foreign Per Diem Rates can be found at http://aoi3raIs.state.gov/web920/per diem.aso. 3.4.5. Car Rental. Car rental is fora four -door mid -sized car. Contractor will attempt to share transportation whenever possible. 3.4.6. Trains/Taxis. County will be billed for the cost of taxi, bus, shuttle, or train fare to County's offices. Contractor will attempt to use the most cost and time effective means for commuting to the County's site. 3.5. Contractor shall perform the following duties for County, which are the anticipated Contractor project manager duties for this Workday Implementation project: 3.5.1. Manage the project to completion with Implementer Project Manager and County Business Process Manager; 3.5.2. Develop, manage, and maintain the Project Work Plan in collaboration with Implementer Project Manager including; 3.5.3. Assess the current state, identifygaps in the current plan, develop schedulefor completion; 3.5.4. Schedule management 3.5.5. Recommend a resource plan and allocation 3.5.6. Tracking and status of the various workstreams (e.g. critical path, milestones, key activities, %complete) 3.5.7. Manage the issue and key decision log 3.5.8. Establish deadlines and evaluation milestones 3.5.9. May assign responsibilities to available project participants 3.5.10. Escalate issues and potential risks to the Steering Committee that may impact thego-live date 3.5.11. Signs off on key implementer project milestones in coordination with Countythroughout the project 3.5.12. Lead established Steering Committee meetings 3.5.13. Work directly with the County and implementer Project Managers as well as implementation staff to manage deliverables of implementation 5.14. Identify and recognize the Workday application "touchpoints" and aid in the change management and testing processes 4. CONTRACT AND SCOPE DURATION This Contract (including the Scope) shall have an initial term (duration) of one (1) year. The County, at its sole discretion and option, may renew this Contract in whole or in part after the expiration of the initial one (1) year term by way of executing a Contract Amendment as provided above in the Contract. S. PARTICIPATING PUBLIC BODY TERMS OAKLAND COUNTY PURCHASING Rev 09/16/2020 CONTRACT NUMBER If_;;i ff3CI Page 35 40,AKLAND7 CO U N T Y M I C H I G AN PURCHASING OAKLAND COUNTY EXECUTIVE DAVID COULTER Purchasing (248) 858-0511 1 purchasing@oakgov.com 5.1. General Description of Oakland County, MI. Oakland County, Michigan is in the southeast quadrant of Michigan. The county covers approximately 910 square miles, encompasses 61 cities, villages, and townships (CVTs), and 29 school districts. 5.2. Pricing for other PPBs. Contractor agrees to provide the Deliverables/Services described in this Exhibit to a PPB for the prices stated in this Contract/Exhibit. 5.3. Separate Contract for PPBs. The Contractor and other Participating Public Body (PPB) will be responsible for establishing an agreement for services as requested. 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. 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. 5.4. Administrative Fee for PPB. Contractor shall pay County an Administrative fee in the amountof one -and one-half percent (1.5%) of the total contract revenues that Contractor receives from any PPB(s). Contractor's Administrative fee payment will be made to County on a quarterly or semi-annual basis, as mutually determined by the Parties. 5.4.1. Every six months Contractor shall provide County with a "Contract Usage Statement" which means the names, services, quantities purchased, and dollar amount of each agreement signed by a PPB and Contractor for services based on the pricing or terms inthis Contract. 5.5. PPB definition. "PPB" stands for Participating Public Body, which means an entity created by state or Federal law which is primarily funded by or through a governmental authority and which purchases Contractor's services pursuant to an agreement that uses or is based onthe pricing or terms in this Contract. OAKLAND COUNTY PURCHASING Rev 09/16/2020 CONTRACT NUMBER (C.Oii-i BL'1 ilP `�i�?rj Page 36 COAKLAND. COUNTY MICHIGAN PURCHASING Executive OAKLAND COUNTY EXECUTIVE DAVID COULTER Purchasing (248) 858-0511 1 purchasing@oakgov.com AMENDMENT OF CONTRACT 006369 AMENDMENT 01 AMENDMENT DATE: September 14, 2021 SING This AMENDMENT OF CONTRACT (hereafter this "Amendment") is made and entered into by and between the Contractor named and identified below, (hereafter "Contractor") and the COUNTY OF OAKLAND (hereafter "County") whose address is 2100 Pontiac Lake Rd, Waterford, MI 48328. CONTRACTOR GUIDEHOUSE INC Vendor:29716 ADDRESS 2941 FAIRVIEW PARK DR STE 501 FALLS CHURCH VA 22042 The County and Contractor agree and acknowledge that the purpose of this Amendment is to modify as provided herein and otherwise continue the present contractual relationship between the Parties as described in their current contract with the same contract number as above. In consideration of the extension of the mutual promises, representations, assurances, agreements, and provisions in the Contract and this Amendment, the adequacy of which is hereby acknowledged by the Parties, the County and Contractor hereby agrees to amend the current Contract as follows: 1.0 The County and Contractor agree that any and all defined words or phrases in the current Contract between the parties will apply equally to and throughout the amendment. 2.0 The Parties agree that any and all other terms and conditions set forth in the current Contract between the Parties shall remain in full force and effect and shall not be modified, excepted, diminished, or otherwise changed or altered by this Amendment except as otherwise expressly provided for in this Amendment. 3.0 Description of Change: Increase the contract Not to Exceed (NTE) amount $337,370 for the services outlined in Attachment A. The NTE will change from $450,000 to $787,370. AMENDMENT OF CONTRACT 006369 Page 1 Rev 2020/09/16 TOAKRNVP-� COUNTY MICHIGAN PURCHASING OAKLAND COUNTY EXECUTIVE DAVID COULTER Purchasing (248) 858-05111 purchasing@oakgov.com For and in consideration of the mutual assurances, promises, acknowledgments, warrants, representations, and agreements set forth in the Contract and this Amendment, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the undersigned hereby execute this Amendment on behalf of the County, and Contractor and by doing so legally obligate and bind the County and Contractor to the terms and conditions of the Contract and this Amendment. THE CONTRACTOR: THE COUNTY OF OAKLAND: CLA SIGN / DATE: GUIDEHOUSE INC SIGN / DATE: SCoff-M- 4uzzsf Scott N. Guzzy, CPPO, MBA, Purchasing Administrator AMENDMENT OF CONTRACT 006369 Page 2 Rev 2020/09/16 Guidehouse EXHIBIT IX — Amendment 1 - Attachment A SCOPE OF CONTRACTOR DELIVERABLES/FINANCIAL OBLIGATIONS This Amendment 1 to Exhibit IX ("Amendment"), dated August 3, 2021 (the "Amendment Effective Date"), is governed by and subject to the provisions of the Contract No. 006369 dated August 3, 2021 (the "Agreement"), the terms of which are incorporated herein. For the avoidance of doubt, all other terms and conditions shall remain unchanged. PURPOSE AND SCOPE This Amendment covers additional support to Oakland County with regards to their Workday Financials Implementation. This Amendment sets forth the objectives, Deliverables, timing, staffing and fees for this project/effort. IL PARTIES' RESPONSIBILITIES 2.1 Services to be provided by Guidehouse: Guidehouse will provide resources to perform the following activities in support of the Workday Financials implementation: • Test Lead • Aid with documenting and uploading test scenarios into The Accenture Project Portal (TAPP) • Creation of Oakland's Accounting Treatment Manual (ATM) for operational transactions within Workday Perform security analysis, documentation, and configuration of a customized Oakland security dashboard • Extract Workday business processes and create easily readable process documentation and approval matrices 2.2 Additional provisions applicable to the Services: 2.3 Deliverables: ID Name DEL-001 Accounting Treatment Manual (ATM) DEL-002 Security Dashboard DEL-003 Workday Business Process Visualizations 2.4 Client's Responsibilities: Description Format An excel workbook containing Oakland's operational MS Excel transaction set-up within Workday, mapping to FDM elements, and underlying posting logic configuration. Customized security dashboard configured within Workday workday. A combination of documents which will graphically MS Visio, depict Workday Business Processes and show PDF, Excel approval steps. The below outlines responsibilities of Oakland County during performance of this work: • Provide written acceptance of deliverables • Provide access to Workday implementation tenants Provide timely access to project resources 2.5 Timing The timing of the Services is as follows: Estimated Protect Start Date: Estimated Protect Completion Date. III. RESOURCES ASSIGNED September 1, 2021 June 30, 2022 3.1 The Guidehouse personnel assigned to provide Services and Deliverables under this Amendment are as follows: LCAT Rate Director $280 Manager $225 Senior Consultant $170 Consultant $145 IV. FEES, EXPENSES AND PAYMENT 4.1 Professional Fees and Expenses: • Not to Exceed (NTE) amount of $337,370.00 o Inclusive of $30,000 for travel Each of the parties has caused this Amendment to be executed on its behalf by its duly authorized representative as of the Amendment Effective Date. Guidehouse Inc. �k' - By Name/TitlAeff Bankowski Partner Oakland County Name/Title: Scott N. GUZzy Purchasing Administrator BOARD OF COMMISSIONERS AMENDMENT IN RE: Amendment - Professional and Contractual Services BE IT FURTHER RESOLVED that the Board of Commissioners authorizes the expenditure of appropriated funding for the professional contractual services listed in Attachment A. knual Name Ladipyen peat CaCPAory Aramark Correctional Semces LED Food Service SHERIFF Ark Labordi LLC Covid 19 Tertmg with test kit HEALTH BOCO Enterprises inc Suburtat"howleave-Vacunation Site HEALTH/HS Bright Treated Children'I Centers LLC Ndle Oaks Management deli HIT Dell Marketing LP roll pncingqu.ties contained IT Great Lake, Medical LaboraIDry lnC OSCO- Covell Testing Heakh/HS Gird Marketing inc COVID Satery Campaign (FACE IT) CO/di Guidehouse Fiscal Services Consulting CO/EXE OR Staining Team LLC Erach Temporary Staffing. Mark-up 30 FROM Kiasirys Mediml Surgical Supply Medical Supplrey Kravty's Pr HEALTH/HS Pierce Monroe & Associates LLC Financial Consulting CO/EXE Presidia Networked Solutions Group LLC CISCO Equipment and Maintenance IT Saber Building Services Custodial Services Animal Contol/FM Strategic Communications LLC Cloud products and components IT Third Coas[Tech LLC Aud ckpical Services ITS Attachment A ( ea[apama NlT1' 1 mad. Contract NINE Amoantl-awM1ores ' LontracfN 15,Ooo,00000 $ 900.00000 5254 O Cpn4act E¢9 ' 1/10/2018 contract Etid 119/201 e«nmems I Existing competitively bid contra4 indeed for temporary MREs for the jail with loss of trustees and reduced adilabihry of Aramark employees due to COVID (Authorized originally by Ad Hoc Pandemic Committee) 3,000,000.OG $ 1,325,000.00 6172 300,00000 $ 300.00000 6316 517,00000 $ 170,00000 5852 9/l/2020 2/1/2021 1/10/2020 10/31/2021 12/31/2021 12/31/2022 New competitively bid contract for County public teAmg (authorized originally by Ad Hoc Pandemic Committee) Sole soil cb iii cost for use Of Hoc Pandemic Co me buildng(authonzed ongne Y Y Payments to keep child care centtr open for children of essential employees during pandemic (Previously CARES Ad) 4,550,000.00 $ 50,000.00 5623 2,Doo,000.f10 $ 325,00000 6206 10/L2o38 12/1/202f1 6/3o/2W3 11/30/2021 Newgafted fir, L.,Ol computer New cOmpeti�dedray foa work from homdetn eds(ITtnrts prevmuely covered by CARES Act) NewVID baching of Sheriff employee testing l(auhon2ed ongnaly bid astrumad far llly by Ad Hoc Pandemic ogee Committee) 1,000,00000 $ 565100 6202 11/19/2020 12/31/2021 Utilizedtate FEMAremcbuor COVID icommunications needs f Parestable) ]W,32000 $ 100,00000 6369 5,727,80900 $ 1,995,000 Oo 5080 5/24/2021 5/1/2017 5/31/2022 4/30/2022 New competitivelybid contrattforARPmosuhmgseMces- e,holiry/burrownce (NTE include, both ARP and Workday; previously a monantracror under Pierce Monroe for CARES)' Existing mmpeMively bid contract for supplemental temporarygpooiary staffing Countywide as needed Addidonal nurse staffing was primary... (Authorized originally by Ad Hoc Pandvor, 3,022,400D0 $ 440,00000 4615 11/1/2f115 3/31/2W1 Committee) dejth competitivelybid pari far el supp ies eedirecllud dsyrmad,, to edilesl glow es, and disposal containers. (Authorized originally by Ad Hoc Pandemic Committee) 325,00D 00 $ 100,000.00 6353 5/ID/2021 5/31/2022 tal crompor far P producing species, - New federal etimingR,,,rrNy utihziing<onmat though state for CARES onsulung)` 672,524 DID $ 60000.00 5162 11/1/2016 10/31/2021 Existuig compettvely bid contratt used for internal IT hardware equipment for VPN and work from home solutions fin 4,505,501 $ 457,00000 6285 2/1/2021 1/31/2024 employees. IT on. previously Covered by CARES Ad) Competitively bid wirer for mrtodial services at County locations not performed by County employees; separate competitive bid far aNmal shelter cleamng due to hes of jail trustees added when Saber was also awarded Contract (Previously CARES Act) 2,81114000 $ 40,00000 4940 1,521,50000 $ 20D,000 DD 5293 11/1/2016 1/1/ID18 30/31/2021 12/31/ 2➢22 raucloud nfory ccinethotbne and other el, bid contract doud applications for COVID response. (IT costs previously covered by CARES Act) U tmg c0mpiisely bid carmadwas used far upgrading conference rooms far remote meetings (IT costs previously covered by CARES Aft) 'Pierce Monroe, Generouse, Emd and Young, and eehmann all awarded ccntrza, for ARE consultlng services accessible t0 local units through copperative purchasing agreements 40AKLANIPO OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY M I CHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov,com Buyer: RLB CONTRACT NUMBER: 005293 Event # 004069 CONTRACT between the COUNTY OF OAKLAND and CONTRACTOR Not To Exceed Amount: $300,000.00 I Effective Date: 1/1/2018 I Expiration Date: 12/31/2021 Contract Audiovisual Services - M Description: Contractor Information: Third Coast Tech LLC 4514 Pontiac Lake Rd Waterford, MI 48328 Vendor Not 21657 Compliance Office Purchasing information: Buyer: Richard Brower Oakland County 2100 Pontiac Lake Rd Bldg. 41W Waterford, MI 48328-0462 248-858-0511 purchasing@oakgov.com The Parties agree to the attached terms and conditions: Contract Administrator: Contract Administrator Oakland County Using Department: Michael Timm Director Information Technology 1200 North Telegraph Road Waterford MI48341 Phone:248-858-0857 timmmr@oakgov.com FOR THE CONTRACTOR: SIGN: iiz� , Feb 5, 2018 FOR THE COUNTY: SIGN: SIGN: GO—a--L Contract Administrator Feb 5, 2018 Pamela L. Weipert, CPA, CIA, Compliance Officer or Scott N. Guzzy, CPPO, MBA, Purchasing Admin aec .................... .. ...... OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016106l01(v3) CONTRACT NUMBER 005293 Page 1 40,kaANIVETF OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN 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 Definitions Section 2, Contract Term and Renewal Section 3. Contract Administration and Amendments Section 4. Contract Termination Section 5. Scope of Deliverables and Financial/Pavment Obligations Section 6. Contractor's Warranties and Assurances, Section 7. Liabilit Section 8. Contractor Provided Insurance Section 9. Intellectual Property and Confidentialitv Section 10. General Terms and Conditions §1. CONTRACT DEFINITIONS The following words when printed with the first letter capitalized shall be defined and interpreted as follows, whether used in the singular or plural, nominative or possessive case, and with or without quotation marks: 1.1. "Amendment" means any change, clarification, or modification to this Contract. 1.2. "Business Day" means Monday through Friday from 8:00 a.m. to 5:00 p.m., excluding County designated holidays. 1.3. "Claims" means any loss; complaint; demand for relief or damages; lawsuit; cause of action; proceeding; judgment; penalty; costs or other liability of any kind which is imposed on, incurred by, or asserted against the County or for which the County may become legally or contractually obligated to pay or defend against, whether commenced or threatened, including, but not limited to, reimbursement for reasonable attorney fees, mediation, facilitation, arbitration fees, witness fees, court costs, investigation expenses, litigation expenses, or amounts paid in settlement. 1.4. "Confidential Information" means all information and data that the County is required or permitted by law to keep confidential and "Proprietary Information" as defined herein. 1.5. "Contract" means this document and any other documents expressly incorporated herein. 1.6. "Contractor" means the entity or person listed under "Contractor" on the first page of this Contract. 1.7. "Contractor Employee" means any employee; officer; director; member; manager; trustee; volunteer; attorney; licensee; contractor; subcontractor; independent contractor; subsidiary; joint venturer; partner or agent of Contractor; and any persons acting by, through, under, or in OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016106/01(v3) CONTRACT NUMBER 005293 Page 2 q00 K A""W. OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY M I C H IGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com 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. 1.8. "Contract Documents" mean the following documents, which this Contract includes and incorporates: Exhibits (Applicable if Checked) 1.8.1. 19 Exhibit I: Contractor Insurance Requirements 1.8.2. ❑ Exhibit II: Business Associate Agreement (Health Insurance Portability and Accountability Act Requirements) 1.8.3. ❑ Exhibit III: Federally Funded Contract Requirements 1.8.4. ® Exhibit IV: License for Use of County Servicemark 1.8.5. ❑ Exhibit V: Software License(s) 1.8.6. ® Exhibit VI: Acknowledgement of Independent Employment Status 1.8.7. ® Exhibit VII: Scope of Contractor Deliverables/Financial Obligations 1.9. "County" means the County of Oakland, a Municipal and Constitutional Corporation, its departments, divisions, authorities, boards, committees, and "County Agents" as defined below. 1.10. "County Agent' means any elected and appointed officials; directors; board members; council members; commissioners; employees; and volunteers of the County; whether acting in their personal, representative, or official capacities. "County Agent' shall also include any person who was a "County Agent' anytime during the term of this Contract but, for any reason, is no longer employed, appointed, or elected and in that capacity. 1.11. "County Data" means information or data provided by County to Contractor in the performance of this Contract, including, but not limited to any personally identifiable information such as names, e-mail addresses, passwords, phone numbers, and home or business addresses. County Data includes Confidential Information as defined in this Contract. 1.12. "Day" means any calendar day, which shall begin at 12:00:00 a.m. and end at 11:59:59 p.m. 1,13. "Deliverables" means goods and/or services provided under this Contract, whether tangible or intangible, and may be more specifically described in the Exhibits. 1.14. "Effective Date" means midnight on the date listed on the first page of this Contract. 1.15. "Expiration Date" means 11:59.59 p.m. on the date listed on the first page of this Contract. 1.16. "E-Verify" means an Internet based system operated by the Department of Homeland Security (DHS) in partnership with the Social Security Administration (SSA) that allows participating employers to electronically verify the employment eligibility of their newly hired employees. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016106101(0) CONTRACT NUMBER 005293 Page 3 CAMAM3 OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com Information and the registration process are found at the E-Verify website: htt s: e- ve rifv. uscis.aov/en roll. 1.17. "Intellectual Property" means any developments, improvements, designs, innovation, and materials that may be the subject of a trademark/servicemark, copyright, patent, trade secret, or Proprietary Information. 1.18. "Iran -Linked Business" is defined in the Michigan Compiled Laws (MCL), specifically MCL 129.312, being Section 2 of Public Act 517 of 2012. 1,19. "Not to Exceed Amount" means the dollar amount listed on the first page of this Contract, unless amended. The "Not to Exceed Amount" is not the County's financial obligation under this Contract, but the maximum amount that can be paid to Contractor during the term of this Contract. 1.20, "Proposal" means Contractor's response or bid to the County's Request for Proposal, Request for Qualifications, or Request for Quotes. 1.21. "Proprietary Information" means ideas, concepts, inventions, and processes related to the development and operation of computer software and systems such as source code, object code, security procedures, and passwords. 1.22. "Purchase Order" means the County's written request to Contractor for Deliverables pursuant to this Contract. The Purchase Order may include terms regarding delivery schedule, payment, and transportation. 1.23. "Purchasing" means the Purchasing Unit of the Oakland County Compliance Office. §2. CONTRACT TERM AND RENEWAL 2.1. Contract Term. This Contract shall begin on the Effective Date and shall end on the Expiration Date, 2.2. Contract Renewal. Unless otherwise provided herein, the Parties are under no obligation to renew or extend this Contract after the Expiration Date. This Contract may only be extended by an Amendment. 2.3. Legal Effect. This Contract shall be effective and binding when all of the following occur: (a) this Contract is signed by a Contractor Employee, legally authorized to bind Contractor; (b) this Contract is signed by an authorized County Agent; (c) all Contractor certificates of insurance, required by this Contract, are submitted and accepted by Purchasing; and (d) any other conditions precedent to this Contract have been met. §3. CONTRACT ADMINISTRATION AND AMENDMENTS 3.1. Contract and Purchase Order Issuance, Purchasing shall issue this Contract and any Purchase Orders that may be required. Purchasing is the sole point of contact in the County regarding all procurement and contractual matters relating to this Contract and any Purchase Orders. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016106/01(v3) CONTRACT NUMBER 005293 Page 4 fOAKLANIAl' OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHI GAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858.0511 1 purchasing@oakgov.com Purchasing is the only County office/department authorized to make any Amendments to this Contract or Purchase Orders. 3.2. Purchase Orders. Purchase Orders issued under this Contract are governed by the terms and conditions of this Contract and are included and incorporated herein. 3.3. Project Managers. Each Party may designate an employee or agent to act as a Project Manager. If Project Managers are selected, they shall be listed in Exhibit VII and their duties shall be set forth in Exhibit VII. Unless otherwise stated in Exhibit VII, the County's Project Manager has no authority to amend this Contract. 3.4. Contract Administrators. The County shall designate an employee or agent to act as Contract Administrator(s). Contractor may designate its employee or agent to act as Contract Administrator(s). The Contract Administrators shall be listed on the first page of this Contract. The County's Contract Administrator(s) shall be responsible for monitoring and coordinating day-to-day activities under this Contract, reviewing Deliverables and invoices, and submitting requests for Amendments to Purchasing. The County's Contract Administrator(s) have no authority to amend this Contract. 3.5. Contract Amendments. All Amendments to this Contract must be in writing. This Contract shall not be amended by any packing slip, Purchase Order, invoice, click through license agreement, or Contractor policies or agreements published on Contractor's website or otherwise. Amendments to this Contract shall be issued only by Purchasing. The Amendment shall be effective when signed by an authorized Contractor Employee and an authorized County Agent. 3.6. Unauthorized Changes. Contract changes shall not be effective until an Amendment containing the change is executed according to the procedures described in this Contract. If the Contractor is directed to perform work that Contractor believes is a change in the Contract/Deliverables, then Contractor must notify Purchasing that it believes the requested work is a change to the Contract before performing the requested work. If Contractor fails to notify Purchasing before beginning the requested work, then Contractor waives any claims for additional compensation for performing the requested work. If Contractor begins work that is outside the scope of this Contract or begins work before an Amendment is executed and then stops performing that work, Contractor must, at the request of the County, undo any out -of -scope work that the County believes would adversely affect the County. 3.7. Precedence of Contract Documents. In the event of a conflict, the terms and conditions contained in Sections 1 through 10 of this Contract shall prevail and take precedence over any allegedly conflicting provisions in all Contract Documents, Exhibits, Purchase Orders, Amendments, and other documents expressly incorporated herein. Terms and conditions contained in Contractor invoices, packing slips, receipts, acknowledgments, click -through licenses, and similar documents shall not change the terms and conditions of this Contract. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/06/01(0) CONTRACT NUMBER 005293 Page 5 4 PO 41=_? AKLAI�ID COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office I Purchasing 248-858-0511 1 purchasing@oakgov.com $4. CONTRACT TERMINATION 4.1. County Termination. In addition to any other legal rights the County may have to terminate or cancel this Contract, the County may terminate the Contract as follows: 4.1.1. Immediate Termination. The County may terminate or cancel this Contract, in whole or in part, immediately, upon notice to Contractor, if any of the following occur: (a) Contractor, officer of Contractor, or an owner of a 25% or greater share of Contractor is convicted of a criminal offense; or (b) if any third -party funding for this Contract is reduced or terminated. 4.1.2. Termination for Convenience. The County may terminate or cancel this Contract, in whole or part, at anytime, upon ninety (90) Days' notice to Contractor, for any reason, including convenience without incurring obligation or penalty of any kind. The effective date for termination or cancellation shall be clearly stated in the notice. 4.2. Contractor Termination. Contractor may terminate or cancel this Contract, in whole or part, upon one hundred and eighty (180) Days' notice to the County, if the County breaches any duty or obligation contained herein and within such notice period has failed or has not attempted to cure the breach. The effective date of termination or cancellation and the specific alleged default shall be clearly stated in the notice to the County. 4.3. County's Obligations Upon Termination. The County's sole obligations in the event of termination or cancellation of this Contract is for: (1) payment of the actual Deliverables provided to the County before the effective date of termination; and (2) payment of the actual invoices submitted by the Contractor to the County for services incurred as of the date of the termination, which invoices may be submitted by the Contractor up to thirty (30) days following the termination date for services provided as of the termination date. Under no circumstances shall the County be liable for any future loss of income, profits, any consequential damages, any loss of business opportunities, revenues, or any other economic benefit Contractor may have realized but for the termination or cancellation of this Contract. The County shall not be obligated to pay Contractor any cancellation or termination fee if this Contract is cancelled or terminated as provided herein. If the County chooses to terminate the Contract in part, then the charges payable under this Contract must be equitably adjusted to reflect those Deliverables that are terminated. 4.4. Contractor's Obligations Uoon Termination. If the County terminates this Contract, for any reason, then Contractor must do the following: (a) cease providing all Deliverables as specified at the time stated in the notice of termination; (b) take any action necessary, or as the County may direct, to preserve and protect Deliverables or other property derived or resulting from the Contract that is in Contractor's possession; (c) return all materials, property, and County Data provided to Contractor by the County; (d) unless otherwise directed by the County, transfer title in and deliver to the County all Deliverables in the possession of Contractor or Contractor Employees (which Deliverables are transferred to the County "As -Is", except to the extent the amounts paid by the County for these Deliverables include warranties or warranty services and, in that situation, the Deliverables will be transferred with the warranty or warranty services and OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/06/01(v3) CONTRACTNUMBER 005293 Page 6 f u D OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON CO U N T Y M I CHI GAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248.858-0511 1 purchasing@oakgov.com not "As -Is"); and (e) take any action to mitigate and limit any potential damages, including terminating or limiting, as applicable, those subcontracts and outstanding orders for materials and supplies connected with or related to this Contract. 4.5. Assumption of Subcontracts. If Contractor is in breach of this Contract and the County terminates this Contract, then the County may assume, at its option, any subcontracts and agreements for Deliverables provided under the Contract and may pursue completion of the Deiiverables by replacement Contract or otherwise as the County, in its sole judgment, deems expedient. §S. SCOPE OF DELIVERABLES AND FINANCIAL/PAYMENT OBLIGATIONS 5.1. Performance of Deliverables. Contractor shall provide all Deliverables identified in and as set forth in Exhibit VII, any Purchase Orders, or any Amendments to this Contract. 5.2. Software License(s). If this Contract includes a Software License(s) as described in Exhibit V, then the Parties shall follow the terms and conditions therein. Any applicable third -party Software License(s) are also provided in Exhibit V. Unless specifically agreed to by County, if County Agents are required to accept click through license terms to access any of the Deliverables in this Contract, the terms and conditions of those click through licenses are without force and effect. 5.3. Financial Obligations. Except as otherwise set forth in this Contract, the County's sole financial obligation under this Contract shall be set forth in Exhibit VII. The amount and manner of payment of the financial obligation shall be set forth in Exhibit VII and may be in the Software License Exhibit V, if applicable, or a Purchase Order. 5.4. Pavment Obligations. Except as otherwise set forth in the Exhibits, Contractor shall submit an invoice to the County's Contract Administrator itemizing amounts due and owing under this Contract, as of the date of the invoice. Invoices shall contain the following information: (a) County Contract Number; (b) dates of Deliverables; (c) itemized list of Deliverables; (d) Contractor Tax ID Number (federal and State); (e) licenses; and (f) any other information requested by Purchasing. The County shall have no obligation to make a payment under this Contract until an invoice is submitted in the form set forth herein and shall have no obligation to pay for Deliverables, which have not been invoiced (as required herein) within sixty (60) Days of Contractor's performance. Unless otherwise set forth in the Exhibits, the County shall only pay Contractor for Deliverables under this Contract and not any subcontractors or assignees of Contractor. 5.5. Not to Exceed Amount. The amount due and owing to Contractor, under this Contract, shall not exceed the "Not to Exceed Amount." If Contractor can reasonably foresee that the total financial obligation for the Contract will exceed the "Not to Exceed Amount," then Contractor shall provide Purchasing with notice of this fact at least ten (10) Days before this event. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/06101(v3) CONTRACT NUMBER 005293 Page 7 fOAKLANW-11 OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON CO U N T Y M I CHI GAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858.0511 1 purchasing@oakgov.com 5.6. No Obligation for Penalties/Costs/Fines. The County shall not be responsible for any cost; fee; fine; penalty; or direct, indirect, special, incidental, or consequential damages incurred or suffered by Contractor in connection with or resulting from the performance of this Contract under any circumstances. The County has the right to withhold payment in an amount equal to the cost of any County -provided equipment, supplies, or badges that are not returned by Contractor upon completion, termination, or cancellation of this Contract. 5.7. In -Kind Services. Unless expressly provided herein, this Contract does not authorize any in -kind services by either Party. §6. CONTRACTOR'S WARRANTIES AND ASSURANCES 6A. Full Knowledge of Contract Expectations. Contractor warrants that before submitting its Proposal and/or entering into this Contract, it had a full opportunity to review all County requirements and/or expectations for this Contract. Contractor is responsible for being adequately and properly prepared to execute this Contract. Contractor has satisfied itself in all material respects that it will be able to perform the Contract as specified herein. 6.2. 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. 6.3. Access to Contractor Policies. If the Parties agree in this Contract to follow any Contractor polices, such as acceptable use or privacy policies, then Contractor shall retain each version of such policies and the effective dates and shall promptly provide such to the County, if requested. 6.4. Grant Compliance. If any part of this Contract is supported or paid for with any State, federal, or other third -party funds granted to the County, then Contractor shall comply with all applicable grant requirements. Upon request of Contractor, the County shall provide Contractor with a copy of the applicable grant requirements. 6.5. Contractor Incidental 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. 6.6. Equipment and Supplies. Contractor is responsible for providing all equipment and supplies to perform this Contract, which are not expressly required to be provided by the County. 6.7. Contractor Emplovees. 6.7.1. 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. ........, OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev2016/06/01(0) CONTRACT NUMBER 005293 Page 8 f )�x�r� CO U N T v M I CHI G AN OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com 6.7.2. 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. 6.7.3. Removal or Reassignment of Personnel at the Countv's Request. Contractor shall remove a Contractor Employee performing work under this Contract at the County's request provided that the County's request is based on legitimate, good -faith reasons. Replacement personnel for the removed person must be fully qualified for the position. If the removal of a Contractor Employee results in an unanticipated delay, which is attributable to the County, then this delay shall not be considered a breach of the Contract and the terms and conditions of this Contract effected by the removal will be adjusted accordingly. 6.7.4. Contractor Emplovee Identification. If requested by the County, Contractor Employees shall wear and display appropriate County -provided identification at all times while working on County premises. Contractor shall return all County -provided identification upon completion of Contractor's obligations under this Contract. 6.7.5. Background Checks. At the County's request, Contractor Employees performing work under this Contract shall be subject to a background check by the County. The scope of the background check is at the discretion of the County and the results will be used to determine Contractor Employee's eligibility to perform work under this Contract. Any request for background checks will be initiated by the County and will be reasonably related to the type of work requested. Contractor and Contractor Employees shall provide all information or documents necessary to perform the background check. 6.7.6. Compliance with Countv Securitv Policies and Use Policies. Contractor shall require all Contractor Employees to comply with the County's security and acceptable use policies for County property (tangible and intangible), equipment, resources, facilities, and systems. Upon request, the County shall provide such policies to Contractor. 6.7.7. Contractor Emplovee Expenses. All Contractor Employees shall be employed at the Contractor's sole expense (including employment -related taxes and insurance). Contractor warrants that all Contractor Employees shall fully comply with and adhere to the terms of this Contract. Contractor shall be solely liable for all applicable Contractor Employees' federal, state, or local payment withholdings or contributions and/or all Contractor Employee related pension or welfare benefits plan contributions under federal or state law. Contractor shall indemnify and hold the County harmless for all Claims against the County by any Contractor Employee, arising out of any contract for hire or employer -employee relationship between Contractor and any Contractor Employee including, but not limited to, Worker's Compensation, disability pay, or other insurance of any kind. 6.7.8. Contractor's Compliance with the Patient Protection and Affordable Care Act. If Contractor is subject to the Patient Protection and Affordable Care Act ("ACA"), PL 111-148, 124 Stat 119, then Contractor shall ensure that all Contractor Employees, under assignment to the County, OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/06/01(0) CONTRACT NUMBER 005293 Page 9 CO U N T Y M I CHI GAN OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-85B-0511 I 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. 6.8. AcknowledRment of Independent Contractor Status. 6.8.1. Independent Contractor. Nothing in this Contract is intended to establish an employer - employee relationship between the County and Contractor or any Contractor Employee. In no event, shall Contractor Employees be deemed employees, agents, volunteers, or subcontractors of the County. Contractor shall ensure that Contractor Employees are apprised of their status and limitations of independent contractors. 6.8.2. Contractor/Contractor Emplovee 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. 6.8.3. 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. However, Contractor Employees who are retired County Employees may receive vested post -employment benefits such as retiree health care and pension benefits from Oakland County. 6.8.4. 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 oversight of Contractor Employees. 6.8.5. Independent Emplovment Status. If Contractor provides Contractor Employees for staffing and/or leasing services to County, those Contractor Employees shall sign Exhibit VI, Independent Emplovment Status prior to performing services for County and prior to receiving a County identification badge. Contractor Employees shall provide a signed copy of Exhibit VI to County's Purchasing Unit prior to the final execution of this Contract. Contractor Employees who begin an assignment at County after Contract execution, are required to provide a signed copy of Exhibit VI to the County's Purchasing Unit prior to receiving a County identification badge. 6.9. Permits and Licenses. Contractor shall be responsible for obtaining and maintaining, throughout the term of this Contract, all licenses, permits, certificates, governmental OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016106101(v3) CONTRACT NUMBER 005293 Page 10 OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY Mi CH IGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-856-0511 1 purchasing@oakgov.com authorizations, and business/professional licenses necessary to perform this Contract. Upon request by the County, Contractor shall furnish copies of any permit, license, certificate, or governmental authorization necessary to perform this Contract. 6.10. E-Verify. In accordance with Miscellaneous Resolution No.09116 (BOC Minutes, July 30, 2009, pp 3738), unless otherwise exempted, all service contractors who wish to contract with the County to provide services must first certify they have registered with, will participate in, and continue to utilize, once registered, the E-Verify Program (or any successor program implemented by the federal government or its departments or agencies) to verify the work authorization status of all newly hired employees employed by the Contractor. Breach of this term or condition is considered a material breach of this Contract. Contractor's execution of this Contract constitutes a certification that they are authorized to certify on behalf of Contractor and do hereby certify on behalf of Contractor that the Contractor has registered with, has and will participate in,, and does and will continue to utilize once registered and throughout the term of this Contract and any permissible extension hereof, the E-Verify Program (or any successor program implemented by the federal government or its departments or agencies) to verify the work authorization status of all newly hired employees employed by the Contractor. 6.11. Iran -Linked Business Certification. Contractor certifies that it is not an Iran -Linked Business. Contractor further certifies that it was not an Iran -Linked Business at the time it submitted its Proposal for this Contract. Contractor must promptly notify the County, if Contractor becomes an Iran -Linked Business at any time during this Contract. 6.12. Taxes. 6.12.1. Contractor Taxes. Contractor shall collect and pay its local, state, and federal taxes, including but not limited to, all employment taxes, sales taxes, personal property taxes, and real property taxes. The County shall not be liable to or required to reimburse Contractor for any local, state, or federal tax of any kind. 6.12.2. County Tax -Exempt. The County is exempt from state and local sales tax, personal property tax, and real property tax. Prices under this Contract shall not include taxes, unless the County is not tax-exempt for a specific Deliverable. Exemption certificates for sales tax will be furnished upon request. 6.13. Warranty for Services. Contractor warrants that all Deliverables that are services shall be performed in compliance with all applicable laws, statutes, regulations, ordinances, and professional standards. 6.14. Warrantv for Goods. All Deliverables that are goods shall be subject to the following warranties: 6.14.1. 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 OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/06/01(v3) CONTRACT NUMBER 005293 Page 11 *0 4ma? ' A"LA` "-P OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON CO U NTY M I CHI GAN COMPLIANCE OFFICE Compliance Office ) Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com contained and packaged, and (e) conform to the specifications and descriptions contained in the Contract. 6.14.2. 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 judgment to select or furnish the goods, then there is a warranty that the goods are fit for a particular purpose. 6.14.3. 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. 6.15. Response to LeRal Request 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. 6.16. Section 508 Compliance. If Contractor is providing a Deliverable that requires County Agents or the general public to access a website, Contractor warrants end users will have the ability to access the website to register and provide information updates to receive the Deliverables herein in accordance with the accessibility requirements of Section 508 Amendment to the Rehabilitation Act of 1973 (29 U.S.0 § 794(d)). V. LIABILITY 7.1. Contractor Indemnification. Contractor shall indemnify, defend, and hold the County harmless from all Claims, incurred by or asserted against the County by any person or entity, which are alleged to have been caused directly or indirectly from the acts or omissions of Contractor or Contractor's Employees. The County's right to indemnification is in excess and above any insurance rights/policies required by this Contract. 7.2. No Indemnification from the Countv., Contractor shall have no rights against the County for indemnification, contribution, subrogation, or any other right to be reimbursed by the County, except as expressly provided herein. §8. CONTRACTOR PROVIDED INSURANCE At all times during this Contract, Contractor shall obtain and maintain insurance according to the specifications listed in Exhibit I. §9. INTELLECTUAL PROPERTY AND CONFIDENTIALITY 9.1. Contractor Use of Confidential Information/County Data. Contractor and/or Contractor Employees shall not reproduce, provide, disclose, or give access to Confidential Information or County Data to any Contractor Employee not having a legitimate need to know the Confidential Information or County Data or to any third -party. Contractor and Contractor Employees shall only use the Confidential information and County Data for performance of this Contract. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016106101(v3) CONTRACT NUMBER 005293 Page 12 f0AIC&ANDP OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON CO U NTY MI CHI GAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com Notwithstanding the foregoing, Contractor may disclose the Confidential Information or County Data if required by law, statute, or other legal process; provided that Contractor: (a) gives the County prompt written notice of the impending disclosure, (b) provides reasonable assistance to the County in opposing or limiting the disclosure, and (c) makes only such disclosure as is compelled or required. This Contract imposes no obligation upon Contractor with respect to any Confidential Information or County Data which Contractor can establish by legally sufficient evidence: (a) was in possession of or was known by Contractor, prior to its receipt from the County, without any obligation to maintain its confidentiality; or (b) is obtained by Contractor from a third party having the right to disclose it, without an obligation to keep such information confidential. 9.2. Contractor Use of Countv Licensed Software. In order for Contractor to perform this Contract, the County may permit Contractor or Contractor Employees to access certain Software licensed to the County. Contractor or Contractor Employees shall not transfer, remove, use, copy, or otherwise provide or make available any such Software or documentation to any other person or entity, for any purpose, without the prior written consent of the County and/or the licensor. Furthermore, neither Contractor nor Contractor Employee shall produce a source listing, decompile, disassemble, or otherwise reverse engineer any copyrighted Software. Neither Contractor nor Contractor Employee shall use any Software contrary to the provisions of any applicable Software license agreement or state or federal law. 9.3. Contractor License to Use Countv Servicemarks. If this Contract involves the use of County servicemarks to perform this Contract, then Contractor is granted a license to use the servicemarks subject to the terms listed in Exhibit IV. Contractor shall only use the servicemarks as directed by the County. 9.4. Assignment of Rights. In consideration for the performance of this Contract and the fees paid to Contractor, Contractor agrees to the following: (a) Contractor shall have no copyright, patent, trademark, or trade secret rights in County Intellectual Property; (b) any and all programs, inventions, and other work or authorship developed by Contractor while providing Deliverables to the County are works made for hire, created for, and owned exclusively by the County, unless otherwise specified in the Contract; (c) Contractor assigns to the County all rights and interest in County Intellectual Property, which Contractor has made or conceived or may make and conceive, either solely or jointly with others, either on or off County premises while performing this Contract or with the use of the time, material, or facilities of the County; and (d) Contractor and its applicable Contractor Employees shall sign any documents necessary for the County to register patents, copyrights, or trademarks with federal or state agencies. Contractor shall ensure its Contractor Employees assign their rights and interests in County Intellectual Property to the County. 9.5. Use of County Data. If Contractor uses or possesses County Data in the performance of this Contract, then the following provisions contained in this subsection apply: OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/06/01(v3) CONTRACT NUMBER 005293 Page 13 q00 COUNTY MICF1IGAN OAKLAND COUNTY EXECUTIVE. L. BROOKS PATTERSON COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 24M58.0 ,11 I purchasing@oakgov,com 9.5.1. Imolementation 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. 9,5.2. Unauthorized Access/Disclosure or Theft of Countv Data. Contractor shall notify County immediately on becorning aware of an actual or suspected unauthorized access, disclosure, or theft of County Data. Contractor shall do the following: (1) take commercially reasonable measures to promptly cure the deficiencies relating to the security breach in order to secure County Data, and (2) comply with any applicable federal or state laws and regulations pertaining to unauthorized disclosures. 9.5.3. Storage of Countv Data. Contractor shall only store and process County Data at and from data centers located within the United States. Contractor shall not and shall riot permit Contractor Employees to store County Data on portable devices, including personal computers, except for devices that are used and kept only at its U.S. data centers. Contractor shall permit its Contractor Employees to access County Data remotely only as required to provide technical support. 9.5.4. Obligations upon Exoiration, 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 mariner or provide for the secure disposal of County Data as directed by County. §10. GENERAL TERMS AND CONDITIONS 10.1. Access to Countv Prooertv or Facilities. As set forth in this Contract, Contractor has access to and the right to use County property and facilities necessary to perform this Contract. Unless otherwise provided in this Contract or Contractor receives prior written permission from the County's Director responsible for the department requiring access outside of Business Days, Contractor may only access and use County property and facilities for performance of this Contract on Business Days. 10.2. Signs on Countv 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. 10.3. Use of Countv Prooertv 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. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/06/01(v3) CONTRACT NUMBER 005293 Page 14 46AKLANOF O U NTY M I C H IGA N COMPLIANCE OFFICE PURCHASING OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office I Purchasing 248-858-0511 1 purchasing@oakgov.com 10.4. Removal of Contractor Personal Property. At the expiration or termination of this Contract, Contractor shall leave County property or facilities in the same condition that Contractor found them and clean of all rubbish. Contractor shall remove all of its personal property within thirty (30) Days of expiration or termination of this Contract. If Contractor does not remove its personal property within the thirty (30) Day period, then the County shall dispose of it and bill Contractor for any costs associated with the removal and disposal. 10.5. Damage to 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. 10.6. Damage to Contractor's Property. Contractor shall be solely liable and responsible for any property loss or damage resulting from fire, theft, or other means to Contractor's personal property located, kept, or stored on or at County property or facilities during performance of this Contract. 10.7. County's Right to Suspend Contract Performance. Upon written notice, the County may require Contractor to suspend performance of this Contract if Contractor has failed to comply with federal, state, or local laws or any requirements contained in this Contract. The right to suspend performance of this Contract is in addition to the County's right to terminate and/or cancel this Contract. The County shall incur no penalty, expense, or liability to Contractor if the County suspends performance of this Contract under this Section. 10.8. Discrimination. Contractor shall not discriminate against any employee or applicant for employment in violation of state or federal law. Contractor shall promptly notify the County of any complaint or charge filed and/or of any determination by any court or administrative agency of illegal discrimination by Contractor. 10.9. Conflict of Interest. Pursuant to Public Act 317 and 318 of 1968, as amended (MCL 15.301, et seq. and MCL 15.321, et seq.), no contracts shall be entered into between the County and any County Agent. To avoid any real or perceived conflict of interest, Contractor shall identify any Contractor Employee or relative of Contractor's Employees who are presently employed by the County. Contractor shall give the County notice if there are any County Agents or relatives of County Agents who are presently employed by Contractor. 10.10. Access and Records. Contractor will maintain accurate books and records in connection with performance of this Contract for thirty-six (36) months after the end of this Contract and Contractor shall provide the County with reasonable access to such books and records, upon request. 10.11. Audit. The County or an independent auditor hired by the County may perform contract audits (in its sole discretion) and shall have the authority to access all pertinent records and data and OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/06/01(v3) CONTRACT NUMBER 005293 Page 15 OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON CO U NTY M I CHI G AN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248.858-0511 1 purchasing@oakgov.com to interview any Contractor Employee during the term of this Contract and for a period of three years after final payment. Contractor shall explain any audit findings, questioned costs, or other Contract compliance deficiencies to the County within thirty (30) Business Days of receiving the draft audit report. Contractor's written response shall include all necessary documents and information that refute the draft audit report and an action plan to resolve the audit findings. A copy of Contractor's response will be included in the final report. Failure by Contractor to respond in writing within thirty (30) Business Days shall be deemed acceptance of the draft audit report and will be noted in the final report. 10.12. Assignments/Delegations/Subcontracts. 10.12.1. Prior Written Consent Required. Except by operation of law, neither Party may assign, delegate, or subcontract any of its duties, obligations, or rights under this Contract without the prior written consent of the other Party; provided, however, Contractor may assign, delegate, or subcontract this Contract to an affiliate or subsidiary as long as the affiliate or subsidiary is adequately capitalized and can provide adequate written assurances to the County that the affiliate or subsidiary can perform this Contract. The County may withhold consent, if the County determines that the assignment, delegation, or subcontract would impair performance of this Contract or the County's ability to recover damages under this Contract. Contractor shall also provide the County with adequate information to allow the County to make a determination regarding the assignment, delegation, or subcontract. 10.12.2. Flow Down Clause Reauired. Any assignment, delegation, or subcontract by Contractor must include a requirement that the assignee, delegee, or subcontractor will comply with the terms and conditions of this Contract. The assignment, delegation, or subcontract shall in no way diminish or impair performance of any term or condition of this Contract. 10.12.3. Contractor Responsibllitv 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. 10.12.4. Performance Required. If an assignee, delegee, or subcontractor fails to perform as required under this Contract, Contractor shall contract with another entity for such performance. Any additional costs associated with securing another assignee, delegee, or subcontractor shall be the sole responsibility of Contractor. 10.13. Non -Exclusive Contract. This Contract is a non-exclusive agreement. No provision in this Contract limits or is intended to limit, in any way, Contractor's right to offer and provide its services to the general public, other business entities, municipalities, or governmental agencies during or after the term of this Contract. Similarly, the County may freely engage other persons to perform the same work that Contractor performs. Except as provided in this Contract, this Contract shall not be construed to guarantee Contractor or any Contractor Employee any fixed or certain number of Deliverables. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016106101(v3) CONTRACT NUMBER 005293 Page 16 O" "` "`0 OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY M i C H I G A N COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 24B-858-0511 I purchasing@oakgov.com 10.14. No Third -Party Beneficiaries. Except as provided for the benefit of the Parties, this Contract does not and is not intended to create any obligation, duty, promise, contractual right or benefit, right to be indemnified, right to be subrogated to the Parties' right in this Contract, or any other right in favor of any other person or entity. 10.14.1. Survival of Terms and Conditions. The following terms and conditions shall survive and continue in full force beyond the termination or cancellation of this Contract (or any part thereof) until the terms and conditions are fully satisfied or expire by their nature: Section 1. Contract Definitions, Section 5. Scope of Deliverables and Financial/Payment Obligations, Section 6. Contractor's Warranties and Assurances, Section 7. Liability, Section 8. Contractor Provided Insurance, Section 9. Intellectual Property and Confidentiality, and Section 10. General Terms and Conditions. 10.15. Reservation of Rights. This Contract does not, and is not intended to impair, divest, delegate, or contravene any constitutional, statutory, or other legal right, privilege, power, obligation, duty, or immunity of the County. 10.16. 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. 10.17. Force Maieure. Notwithstanding any other term or condition of this Contract, neither Party shall be liable for failure to perform contractual duties or obligations caused by events beyond their reasonable control, including but not limited to: (a) acts of public enemies; (b) natural disasters; (c) terrorism; (d) war; (e) insurrection or riot; (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. 10.18. Notices. 10.18.1. Written Notice. All notices required under this Contract shall be in writing. Notices shall be effective: (a) the next Business Day, if personally delivered; (b) the third Business Day, if sent by U.S. mail, postage prepaid, return receipt requested; (c) the next Business Day, if sent by a nationally recognized overnight express courier with a reliable tracking system; or (d) the next Business Day with a receipt of confirmation, if sent by e-mail or fax. 10.18.2. Notice to Contractor. Unless otherwise specified, Notice to Contractor shall be addressed to the Contract Administrator listed on the first page of this Contract. 10.18.3. Notice to Countv. Unless otherwise specified herein, Notice to the County shall be addressed to Purchasing, the County Project Manager (if applicable), and the County Contract Administrator(s) listed on the first page of this Contract. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/06101(v3) CONTRACT NUMBER 005293 Page 17 tgw to "" " OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON CO U N T Y M I C H I GAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com 10.19. Captions. Section and subsection numbers, captions, and any index to sections or subsections contained in this Contract are intended for the convenience of the reader and are not intended to have any substantive meaning and shall not be interpreted to limit or modify any substantive provisions of this Contract. In this Contract, for any noun or pronoun, use of the singular or plural form, use of the nominative, possessive, or objective case, and any reference to gender (masculine, feminine, and neuter) shall mean the appropriate form, case, or gender as the context requires. 10.20. Waiver. Waiver of any term or condition under this Contract must be in writing and notice given pursuant to this Contract. No written waiver, in one or more instances, shall be deemed or construed as a continuing waiver of any term or condition of this Contract. No waiver by either Party shall subsequently affect its right to require strict performance of this Contract. 10.21. Cumulative Remedies, A Party's exercise of any remedy shall not preclude the exercise of any other remedies, all of which shall be cumulative. A Party shall have the right, in its sole discretion, to determine which remedies are to be exercised and in which order. 10.22, Severabilitv. If a court of competent jurisdiction finds a term or condition of this Contract to be illegal or invalid, then the term or condition shall be deemed severed from this Contract. All other terms or conditions shall remain in full force and effect. Notwithstanding the above, if Contractor's promise to indemnify or hold the County harmless is found illegal or invalid, Contractor shall contribute the maximum it is permitted to pay by law toward the payment and satisfaction of any Claims against the County. 10.23. Dispute Resolution. All disputes arising under or relating to the execution, interpretation, performance, or nonperformance of this Contract involving or affecting the Parties may first be submitted to the respective Project Manager (if applicable) and Contract Administrators for possible resolution. 10.24. Governing Laws/Consent to Jurisdiction and Venue. This Contract shall be governed, interpreted, and enforced by the laws of the State of Michigan. Except as otherwise required by law or court rule, any action brought to enforce, interpret, or decide any Claim arising under or related to this Contract shall be brought in the Sixth Judicial Circuit Court of the State of Michigan, the 50th District of the State of Michigan, or the United States District Court for the Eastern District of Michigan, Southern Division, as dictated by the applicable jurisdiction of the court. Except as otherwise required by law or court rule, venue is proper in the courts set forth above. The choice of forum set forth above shall not be deemed to preclude the enforcement of any judgment obtained in such forum or taking action under this Contract to enforce such judgment in any appropriate jurisdiction. 10.25. Entire Contract, This Contract represents the entire agreement and understanding between the Parties. This Contract supersedes all other prior oral or written understandings, communications, agreements, or contracts between the Parties. The language of this Contract shall be construed as a whole according to its fair meaning and not construed strictly for or against any Party. Rev 2016/06/01(v3) OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 005293 Page 18 4 0 A'""" n' "° ' OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE Compliance Office I 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 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. Supplemental Coverages (Required as Checked) Rev 2016I06/01(v3) OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACTNUMBER OD5293 Page 19 MOAKLAN — OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing 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. ❑ Liquor Legal Liability Insurance with a limit of $1,000,000 each occurrence shall be required when liquor is served and/or present. 4. ❑ Pollution Liability Insurance with minimum limits of $1,000,000 per claim and $1,000,000 aggregate when cleanup & debris removal are part of the services utilized. 5. ❑ Medical Malpractice with minimum limits of $1,000,000 per claim and $1,000,000 aggregate. 6. ❑ Garage Keepers Liability Insurance with minimum limits of $1,000,000 per claim and $1,000,000 aggregate. 7. ❑ Cyber Liability with minimum limits of $1,000,000 per claim and $1,000,000 aggregate. 8. ❑ Other Insurance Coverages as may be dictated by the provided product/service and deemed appropriate by the County Risk Management Department. General Insurance Conditions The aforementioned insurance shall be endorsed, as applicable, and shall contain the following terms, conditions, and/or endorsements. All certificates of insurance shall provide evidence of compliance with all required terms, conditions and/or endorsements. 1. All policies of insurance shall be on a primary, non-contributory basis with any other insurance or self-insurance carried by the County; 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, OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016106/01(v3) CONTRACT NUMBER 005293 Page 20 400 AaTM'-' " "� OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON CO U N T Y M 1 CHI GAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858.0511 1 purchasing@oakgov.com directors, employees, appointees and commissioners as additional insured where permitted by law and policy form; 6. The Contractor shall require its contractors or sub -contractors, not protected under the Contractor's insurance policies, to procure and maintain insurance with coverages, limits, provisions, and/or clauses equal to those required in this Contract; 7. Certificates of insurance must be provided no less than ten (10) Business Days prior to the County's execution of the Contract and must bear evidence of all required terms, conditions and endorsements; and 8. All insurance carriers must be licensed and approved to do business in the State of Michigan and shall have and maintain a minimum A.M. Best's rating of A- unless otherwise approved by the County Risk Management Department. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/06/01(v3) CONTRACT NUMBER 005293 Page 21 OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON CO U N T Y M i C H I G AN COMPLIANCE OFFICE Compliance Office ) Purchasing PURCHASING 248-850-0511 1 purchasing@oakgov.com EXHIBIT IV LICENSE FOR USE OF COUNTY SERVICEMARK County grants to Contractor the non-exclusive right to use its Servicemark (hereinafter "Mark"), described and listed in the Servicemark Guidelines (below), for programs and activities that are related to the governmental services provided by Oakland County, specifically relating to the scope of work in this contract. The Mark may be used on: (Applicable if Checked): Printed materials ® Electronic materials 0 Contractor's website: [www,thirdcoasttech.com] Contractor shall not use the Mark for any other purpose. The Mark must be used by Contractor as shown in the Servicemark Guidelines, with no variations of color, font or proportion. Contractor acknowledges that the County has intellectual property rights in the Mark. Nothing in this Contract gives Contractor any right, -title, or interest in the Mark. Contractor may not take any action that will interfere with County's rights in the Mark. The County may terminate Contractor's rights under this Exhibit if County notifies Contractor it has breached the terms of this Exhibit and Contractor fails to cure the breach within ten (10) business days of notice of breach. Following termination of this Exhibit, Contractor shall have ten (10) business days to remove the Mark from the materials and/or website authorized for use above. Contractor shall provide County with written confirmation that such actions have been taken. Upon termination of the Contract, Contractor shall cease all use of the Mark. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/06/01(v3) CONTRACT NUMBER 005293 Page 22 foA9 AK A` "MF OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON CO U N T Y M I CHI GAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 i purchasing@oakgov.com SERVICEMARK GUIDELINES The Guidelines for proper use of the Mark provided to the Contractor are as follows: OAKLAND COUNTY, MICHIGAN LOGO BRAND STANDARDS Oakland Cauhty has two 10140. that can be used interchangeably. Use the Horizontal TWO Trees IWO as your default Ohoine. This N our primary logo. The StaCked Logo can be used wbensesr space or size is a consideration in your putohcadon. Either "A is asOitmatole for all Oakland County publicaffona. However, only ono styb of logo may ba used per publicaliers For Instance, it you have the hosummai ism, do the hunt of a pubhoation. you CM't use the stacked logo alsowhere in the document. Pick One logo style for each publication and use It it throughout, do not mixed styles, HaatZONTAk Nwb toga&' LOr14 MOAKLAND` C_Q U N T_ Y MICHIGAN STAOKW LOA* 16 ��� A:1 lryA'Yf ell N 1Y The pdrnay Oakland County togoa vsa the foilovAno brand Color.. Accent ddicro idr ins brood ens putted from two Mac, major seroicamsrks for Oakland County. These cobra may he used as secondary colors in pubhcatious, f«l arine!.r. —t�. a a , s s;ntaut— coos •fY A Prescribed amMou of space around the logo must be maintained at all bmtea. r - - Logan Should appear in full color when used in a i I O u%f. r� H lam•,`, Wit color dealgn, whenever possible. However. h the pobhcabon raqulma a Single color version of the IWO, ( L choose Nine, as -black or ail-wbhe. No other color is accePtab7.. Pt�l.M �k61 b F�+ Fortquestlpnsar GangCaeoa on htesetvaad atandarde, plea.. CPntaof: *)MU Nf.,kx + Prim irembitl Graphic Oesignar CcVmy Exacutrva AdminYabatron w..y �z�ter ass -aerie 9 semaap�aakgdv.�am i w.uae Adobe swatch Exchange mauve t}a uMv:el.nee fdpgaeeXtbte apse evywU Do not provide copies to a third party of any artwork provided to you by County and referenced in this Exhibit, without the express consent of County. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016106101(0) CONTRACT NUMBER 005293 Page 23 q01,AKLAN1j5z-`--z: CO U N T Y M I c H I GAN OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE Compliance Office ) Purchasing PURCHASING 248-858-0511 I purchasing@oakgov.com EXHIBIT VI ACKNOWLEDGEMENT OF INDEPENDENT EMPLOYMENT STATUS Company): acknowledge that: . am an employee or subcontractor of (Name of Contractor's (hereinafter "Company") Contract #: , and At all times during my assignment to Oakland County, I will remain an employee or subcontractor of the Company. • lam not an employee of Oakland County; and, • I may not represent myself as an employee of Oakland County. I understand that: • Company is responsible for establishing the conditions of my assignment to Oakland County; and • Company is solely responsible for compensating me for my services; and • I understand and agree that as an employee or subcontractor of Company, i am not eligible to participate in or accrue any benefits under any of Oakland County's employee benefits or benefit plans, including retirement, deferred compensation, insurance (including without limitation: health, disability dental and life insurance), vacation pay, and any other similar plans and programs. However, if I am a retired County employee I may receive vested post - employment benefits such as retiree healthcare and pension benefits from Oakland County. I understand that the post -retirement benefits I receive from the County cannot be enhanced by my work for the above Contractor. I acknowledge that: • 1 have no copyright, patent, trademark or trade secret rights to any Oakland County Intellectual Property or any work developed by me while providing services to Oakland County; and, • 1 shall sign any documents necessary for the County to register patents, copyrights, or trademarks with federal or state agencies. Print: Date: Sign: Witness: Date: Sign: *Contractor or Contractor's Employee must provide a copy of completed form to the Compliance Office/ Purchasing Unit — Purchosina(@oakaov.com before receiving a County Identification badge. Rev 2016/06/01(v3) OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 005293 Page 24 f0AWMAW-11 OAKLAND COUNTY EXECUTIVE, L. BROOKS PAT'TERSON COUNTY MtCHtGAN COMPLIANCE. OFFICE Compliance Office I Purchasing PURCHASING 248-B5B-0511 I pur,chasing@oakgov.com EXHIBIT VII SCOPE OF CONTRACTOR DELIVERABLES / FINANCIAL OBLIGATIONS 1. Introduction 1.1. Contractor shall: 1.1.1. Evaluate existing County audiovisual equipment and provide a recommendation of County's audiovisual needs, including equipment and training, for each department identified by County. 1.1.2. As directed by County, design and install new audiovisual equipment and/or provide enhancements to currently existing equipment. 1.1.3. Provide price proposals and quotes for the supply of new and replacement equipment and provide quotes for the labor associated with the services needed to install, configure and test the equipment. County is required to review and approve all price and labor quotes prior to Contractor purchasing or implementing equipment. 1.1.4. Provide onsite training for individuals designated by County. 1.1.S. Provide troubleshooting documentation and end -user documentation as required for the County. 1.2. Items 1.1.1 through 1.1.5 shall be known hereinafter as the "Audiovisual Project". 2. Implementation Services Contractor shall use the steps described below to implement the Audiovisual Project: 2.1. Kick -Off 2.1.1. Contractor shall conduct a conference call or onsite kick-off meeting with the County to initiate the various activities described in this Scope of Services. Contractor shall ensure that the kick-off meeting includes: 2.1.1.1. An introduction of individuals from the County and Contractor who will be involved in the Audiovisual Project and a review of roles and responsibilities of both Parties. 2.1.1.2. A discussion of County's needs and expectations. 2.1.1.3. A discussion of a tentative timeline for the Audiovisual Project. 2.1.1.4. A definition of any critical business schedules or deployment considerations that might impact the Audiovisual Project's timeline. 2.1.1.5. Identification of points of contact for technical and administrative activity, email, mobile telephone, as well as after-hours contact guidelines for Contractor. 2.1.1.6. A review of this Scope of Services Exhibit, 2.2. Information Gathering Contractor will communicate with County to obtain all necessary information to successfully implement the Audiovisual Project. The Information Gathering Phase will define the functional and technical requirements for implementation. Contractor shall identify: OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/06/01 (v3) CONTRACT NUMBER 005293 Page 25 AKA, C O U N T Y M IC H I G AN COMPLIANCE OFFICE PURCHASING OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office I Purchasing 248-858.0511 1 purchasing@oakgov.com 2.2.1. The integrations required with other systems operated by the County. 2.2.2. The technical support that will be required during set-up through post - implementation. 2.3. Deliverables: 2.3.1. Contractor shall provide County with the following Deliverables: 2.3.1.1. An Initial Work Plan that will describe the deployment and training strategies and will include input from the County. 2.3.1.2. A Detailed Plan including activities, tasks, roles, assignments and milestone dates when each department will go live. The Detailed Plan will be used by the Contractor and County to build The Audiovisual Project schedule with dates and an overview of the Deliverables. The Detailed Plan will be maintained and updated by Contractor on a continuous basis and provided to County for review after each update. 2.3.1.3. A Design Document that will identify the specifications, components and interfaces for what will be provided to each County department. 2.3.1.3.1. Contractor shall conduct interviews with internal County staff and will ensure that any security gaps are detected and documented in the Design Document. 2.3.1.3.2. Contractor may not order equipment or begin implementation until it has obtained County's written approval of the final Design Document following the approval process for Deliverables described below. 2.3.1.4. A Specifications List, which shall include: 2.3.1.4.1. The audiovisual equipment specifications. 2.3.1.4.2. A requirement that all cable installed in walls, ceilings and raised floor shall be "plenum" rated. 2.3.1.4.3. The labelling of all cables and panels for identification. 2.3.1.5. A Quote / Proposal (all inclusive) with Bill of Materials, roles and responsibilities that Contractor will review with the County and obtain approval by the County before purchasing. 2.3.1.6. A Communications Plan that will be used by County and Contractor during the term of the Audiovisual Project to keep County users informed about the status of the implementation. 2.3.1.7. Status Reports, as required by the County, 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 audiovisual solution. 2.3.1.8. A Detailed Checklist of the tasks County and Contractor need to perform to implement the audiovisual solution. 2.3.1.9. A User Acceptance Test Plan that will be used for acceptance of each audiovisual equipment installation/enhancement. 2.3.1.10. A User Training Plan on how to train end -users and administrators OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016106101(v3) CONTRACT NUMBER 005293 Page 26 MOAKbd"Iwzi� COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office ( Purchasing 248-858.0511 1 purchasing@oakgov,com 2.3.1.11. A Closeout Notification Email that will contain a summary of the Deliverables described in this section and provided by Contractor to County for final acceptance of the Audiovisual Project. 2.3.2. Deliverable Approval Process: 2.3.2.1. After County receives each of the following Deliverables: Detailed Plan, Design Document, User Acceptance Test Plan, User Training and Transition Plan and, Closeout Notification, the County shall have five (5) business days to review the Deliverable and notify Contractor if it is acceptable. If the Deliverable requires modifications, County shall provide Contractor with a written list of the sections in the Deliverable that need to be modified. 2.3.2.2. Upon receipt of the revised Deliverable, County shall have five (5) business days to review the Deliverable and notify Contractor if the Deliverable is Acceptable. This process will continue until County provides written notice that each individual Deliverable is acceptable. 2.4. Configuration Planning Contractor and County shall work together to confirm: 2.4.1. The audiovisual equipment settings and functionality. 2.4.2. The method that will be used by County to report support issues to Contractor. 2.5. Installation and Configuration Contractor shall: 2.5.1. Configure the equipment per the Design Document, 2.5.2. Label all cables and panels for identification. 2.5.3. Install the equipment. 2.5.4. Test the installed audiovisual equipment (including settings and functionality). 2.5.5. Fine tune and adjust equipment settings and functionality as required. 2.6. User Acceptance Testing Contractor shall: 2.6.1. Meet with County to review the status of the equipment implementation and review the User Acceptance Test Plans. 2.6.2. Ensure that final User Acceptance Test Plans will be based on configuration and requirements documents approved by County. 2.6.3. Use the User Acceptance Test Plans to demonstrate to County that the configurations were implemented correctly, and that audiovisual equipment are functioning and performing properly. 2.7. Implementation Contractor shall: 2.7.1. Provide County equipment. 2.7.2. Provide County with detailed user guides that explain all the features and functions of equipment configured and installed for the Audiovisual Project. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016106/01(v3) CONTRACT NUMBER 005293 Page 27 COAKLAN1022�4 COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING 2.8. Training Contractor shall: OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office I Purchasing 248-B58-0511 I purchasing@oakgov.com 2.8.1. Provide up to a half day of onsite training for all staff identified by County to participate in hands-on training for new installations at the location(s) determined by County. 2.8.2. Cover all functions and features of the audiovisual equipment. 2.8.3. Provide training materials 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 equipment specific to the County. 2.8.4. Installation: 2.8.4.1. Prior to installation of audiovisual equipment, Contractor shall advise County on what is needed to begin and complete the installation at each County site and advise County of all communications and construction requirements. 2.9. Project Change Request Process There may be instances when the scope or requirements of the Audiovisual Project may need to be modified or the County will request a change to the project scope. If this happens: 2.9.1. Project Change Request (PCR) will be created by the Contractor and presented to the County for County review and approval. 2.9.2. The PCR will indicate any proposed changes in services or Deliverables, both added and removed from the scope, along with any associated charges or credits if applicable. 2.9.3. Contractor may not provide any additions or modifications described in a PCR unless an amendment to the Contract is signed by both Parties, as provided in the Contract. 3. Service Management and On -Going Support 3.1. Service Availability. Contractor shall: Provide telephone support: 24 hours a day/7 day a week for all issues via the primary support line 800-828-9517 Ext. 2. 3.2. Service Level Commitment & Support Deliverables 3.2.1. Contractor shall provide County with: 3.2.1.1. A live person for telephone support. 3.2.1.2. A quote for County's approval for all equipment and labor costs required to resolve the incident or request. 3.2.2. All labor and/or equipment that will entail additional costs to the County must be approved by the County in writing prior to resolving the service related incident or request and may also require a Contract amendment. 3.2.3. County shall: 3.2.3.1. Have a representative available to communicate with Contractor when the Contractor is working to resolve a service related incident or request. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/06/01(v3) CONTRACT NUMBER 005293 Page 28 OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248.858-0511 1 purchasing@oakgov.com 3.3. Service Requests 3.3.1. Contractor will respond to service related incidents and/or requests submitted by the County within the following time frames: 1, Incident Severity Definition Required ! Target Response i Resolution Time Time Tier 1 Audiovisual equipment is not 1-3.75 4 Hours Emergency functioning as expected and business Hours or less Response is disrupted without viable (24 x 7) alternatives (i.e. Time Sensitive business activity is impacted). Tier 2 Response Audiovisual equipment is not 4-8 Hours Same functioning as expected and Day workaround exists with minimal impact to business activities. Tier 3 Response Audiovisual equipment is not Next 2 Business functioning as expected and Business Days workaround exists without impacting Day business activities. 4. Roles and Responsibilities 4.1. Contractor Responsibilities. Contractor shall: 4.1.1. Be responsible for providing the services and Deliverables outlined in this document. 4.1.2. Have appropriate staff available during conference calls with County. 4.1.3. Create a quote with Bill of Materials and order the audiovisual equipment after approval from the County. 4.1.4. Provide County with a completion and acceptance document for County to sign off on each new installation of audiovisual equipment. 4.1.5. Be responsible for providing all tools for installation. 4.2. County Responsibilities: County shall: 4.2.1. Have County personnel available to assist in the equipment implementation as required. 4.2.2. Receive the equipment at the County facility located at 1200 Telegraph Road, Building 49W, Pontiac, Michigan 48341. 4.2.3. County shall be responsible for unpacking and conducting an inventory of the equipment. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/06101(v3) CONTRACT NUMBER 005293 Page 29 ��o i�AKUND COUNTY M I CH IGA N COMPLIANCE OFFICE PURCHASING S. Pricing 5.1. New Installation Services OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON 5.1.1. Recommendation and Design: No cost Compliance Office I Purchasing 248.858-05111purchasing@oakgov.com 5.1.2. Installation: $49.00 per hour 5.1.3. AV Systems Programming (as needed with County approval): $95.00 per hour 5.1.4. Documentation: No cost 5.1.5. Training: No cost 5.1.6. Travel and Expense: No cost 5.1.7. Equipment: Audiovisual equipment purchased by the County from the Contractor will be discounted by a minimum of 5% off Manufacturer's Suggested Retail Price (MSRP) for Commercial LCD Displays, 10% off MSRP for Projection Displays and 15% off MSRP for AV equipment other than Commercial LCD Displays and Projection Displays. Patch cords and connectors will be provided to County at Contractor's cost. 5.2. Service Management and On -Going Support (equipment not covered by Warranty) 5.2.1. Recommendation and Design: $49.00 per hour 5.2.2. Installation: $49.00 per hour 5.2.3. Documentation: $39.00 per hour 5.2.4. Training: $59.00 per hour 5.2.5. Travel and Expense: No cost 5.2.6. Phone Support: $49.00 per hour 5.2.7. Equipment: Audiovisual equipment purchased by the County from the Contractor will be a minimum of 5% off MSRP for Commercial LCD Displays, 10% off MSRP for Projection Displays and 15% off MSRP for AV equipment other than Commercial LCD Displays and Projection Displays. Patch cords and connectors will be provided to the County at Contractor's cost. 6. Warranty 6.1. All equipment purchased through Contractor shall be provided with a one-year warranty including labor. 6.2. County may choose to purchase an extended one-year warranty from Contractor at three percent (3%) of equipment cost not inclusive of patch cords and connectors. Alternatively, County may purchase an extended two-year warranty from Contractor at five percent (5%) of equipment cost not inclusive of patch cords and connectors. 7. Out of Scope The following services are not part of this Scope of Services: 7.1. Accessing and updating the County's Service Center System for incident management. 7.2. Video conferencing equipment and services. Rev 2016/O6/0�(v3) OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 005293 Page 30 q04�)',Nlj _d CO U N T Y M I C H I GAN COMPLIANCE OFFICE PURCHASING Buyer: RLB OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON CONTRACT NUMBER: 004940 Compliance Office i Purchasing 248-858-0511 1 purchasing@oakgov.com Event ##003359 CONTRACT between the COUNTY OF OAKLAND and CONTRACTOR Not To Exceed Amount: $46,140.38 I Effective Date: 11/1/2016 I Expiration Date: 10/31/2021 Contract Cloud Computing - P Description: Contractor Information: Strategic Communications LLC 310 Evergreen Road, Suite 100 Louisville, KY 40243 Vendor No: 19654 Compliance Office Purchasing Information: Buyer: Richard Brower Oakland County 2100 Pontiac Lake Rd Bldg 41W Waterford, MI 48328-0462 248-858-0511 PurchasingPoakgov.com The Parties agree to the attached terms and conditions: FOR THE CONTRACTOR: SIGN: Aaw, H'�[ "'th, '14h N<, .: 11 ,cq' FOR THE COUNTY: Contract Administrator (If Different): Contract Administrator _ Oakland County Using Department: Edwin Poisson 1200 North Telegraph Road County Service Center - Pontiac Waterford M148341 SIGN:��sv��. Scot 1 nl. 6/�zA 61�.nn Poseur ,Nav 1P, 2n b,l, ..:Jt N a..r �, iNov _il, Jitn) / Contract Administrator Pamela L. Weipert, CPA, CIA, Compliance Officer or Scott N. Guzzy, CPPO, MBA, Purchasing Admin aec OAKLAND COUNTY COMPLIANCE OFFICE — PURCHASING Rev 06/02/2016 CONTRACT NUMBER 004940 Page 1 COAKLAN10- 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 I purchasing@oakgov.com This Contract is organized and divided into the following "Section" or "Sections" for the convenience of the Parties. SECTION 1. CONTRACT PURPOSE SECTION 2. CONTRACT DOCUMENTS AND DEFINITIONS SECTION 3. CONTRACT EFFECTIVE DATE AND TERMINATION SECTION 4. TEMPORARY SUSPENSION SECTION 5. SCOPE OF CONTRACTOR'S SERVICES SECTION 6. COUNTY PAYMENT OBLIGATION FOR CONTRACTOR'S SERVICES SECTION 7. PROPRIETARY RIGHTS SECTION 8. CONTRACTOR'S WARRANTIES AND DISCLAIMERS SECTION 4. CONTRACTOR PROVIDED INSURANCE AND INDEMNIFICATION SECTION 10. INTELLECTUAL PROPERTY SECTION 11. GENERAL TERMS AND CONDITIONS OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 06IO2I2016 CONTRACT NUMBER 004940 Page 2 40A K LA N 1) d OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON C O U N T Y M I CHI GAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com In consideration of the mutual promises, obligations, representations, and assurances in this Contract, the Parties agree to the following: §l. 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 X. 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: 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 OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/22(v3) G2G CONTRACT NUMBER Page 3 COMPLIANCE OFFICE PURCHASING OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office I Purchasing 248-858-0511 1 purchasing@oakgov.com 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 contact 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 casts savings to Contractor for having this information available, Contractor shall provide County and PPBs the price reductions described in a later section. §2. CONTRACT DOCUMENTS AND DEFINITIONS The following words and expressions when printed with the first letter capitalized as shown herein, whether used in the singular or plural, nominative or possessive, and/or either with or without quotation marks, shall be defined and interpreted as follows: 2.1. "Acceptable Use Policy" means the policy currently adapted by Contractor and provided to County or as otherwise set forth in Exhibit IV, as it may be updated by Contractor from time to time. 2.2. "Additional Users" mean the other municipalities or governmental entities within the United States to whom the County may provide the Services. 2.3. "Annual Uptime Percentage" is the percentage that is calculated by subtracting from 100% the percentage of five (5) minute periods during the Service Year (as defined below) in which Amazon EC2 was in the state of "Region Unavailable" (as defined below). If the County has been using Amazon EC2 for less than 365 days, the County's Service Year is still the preceding 365 days but any days prior to the County's use of the service will be deemed to have had 100% Region Availability. Annual Uptime Percentage does not include any downtime occurring prior to a successful Service Credit claim. 2.4. "Confidential Information" means all nonpublic information disclosed by either Party, their affiliates, business partners or respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Confidential Information includes: (a) nonpublic information relating to either Party's or either Party's affiliates or business partners' technology, intellectual property, customers, business plans, promotional and marketing activities, finances and other business affairs; and (b) third -party information that either Party is obligated to keep confidential. Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Contract; (ii) is known, as evidenced by documentation, to the receiving Party without restriction prior to its disclosure by the disclosing Party; (iii) is received from a third party who did not acquire or disclose OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/22(v3) G2G CONTRACT NUMBER Page 4 MOAKLANDF OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON CO U NTY M I C H I G AN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 I purchasing@oakgov.com the same by a wrongful or tortuous act; (iv) can be shown by documentation to have been independently developed by either Party without reference to the Confidential Information; or (vi) is approved for release in writing by the Disclosing Party. Confidential information also includes all information that the County is required or permitted by law to keep confidential pursuant to the Michigan Freedom of Information Act or similar statute. 2.5. "Content" means software (including machine images), data, text, audio, video, images, or other content. 2.6. "Contractor Employee" means without limitation, any employees, officers, directors, members, managers, trustees, volunteers, attorneys, and representatives of Contractor, and also includes any Contractor licensees, concessionaires, contractors, subcontractors, independent contractors, contractor's suppliers, subsidiaries, joint ventures or partners, and/or any such persons' successors or predecessors, employees, (whether such persons act or acted in their personal, representative or official capacities), and/or any and all persons acting by, through, under, or in concert with any of the above. "Contractor Employee" shall also include any person who was a Contractor Employee at any time during the term of this Contract but, for any reason, is no longer employed, appointed, or elected in that capacity. 2.7. "Claims" means any alleged losses, claims, complaints, demands for relief or damages, suits, causes of action, proceedings, judgments, deficiencies, liability, penalties, litigation, costs, and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation expenses, litigation expenses, amounts paid in settlement, and/or other amounts or liabilities of any kind which are imposed on, incurred by, or asserted against the County, or for which the County may become legally and/or contractually obligated to pay or defend against, whether direct, indirect or consequential, whether based upon any alleged violation of the federal or the state constitution, any federal or state statute, rule, regulation, or any alleged violation of federal or state common law, whether any such claims are brought in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 2.8. "Contract Documents" This Contract includes and fully incorporates herein all of the following documents: 2.8.1. Exhibit I: Contractor Insurance Requirements. 2.8.2. Exhibit 11: Scope of Contractor's Services. 2.8.3. Exhibit III: Catalogue of Products and Services. 2.8.4. Exhibit IV: Contractor's Acceptable Use Policy. 2.8.5. Exhibit V: Business Associate Agreement (Health Insurance Portability and Accountability Act) 2.8.6. Exhibit VI: License for Use of County Servicemark OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016I07122(v3) G2G CONTRACT NUMBER Page 5 L C, COMPLIANCE OFFICE PURCHASING OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON 2.8.7. Exhibit Vil: PPB Model Agreement Compliance Office I Purchasing 248-858-0511 1 purchasing@oakgov.com 2.9. "County" means the County of Oakland, a Municipal and Constitutional Corporation, its departments, divisions, authorities, boards, committees, and "County Agent" as defined below. 2.10. "County Agent" means all elected and appointed officials, directors, board members, council members, commissioners, employees, volunteers, representatives, and/or any such persons' successors (whether such person acts or acted in their personal representative or official capacities), and/or any persons acting by, through, under, or in concert with any of them. "County Agent" shall also include any person who was a "County Agent" anytime during the term of this Contract but, for any reason, is no longer employed, appointed, or elected and serving as an Agent. 2.11. "County Content" means Content the County, any End User, or any Additional User (a) runs on the Services, (b) causes to interface with the Services, or (c) uploads to the Services under County's account or otherwise transfers, processes, provides or stores in connection with County account. County Content does rrot include Content added to an Additional User's account under a separate agreement with Contractor. Such Content is subject to the terms and conditions of the separate agreement between the Additional User and the Contractor. 2.12. "County Submissions" means Content that County posts or otherwise submits to developer forums, sample code repositories, public data repositories, or similar community -focused areas of the Services. 2.13. "Day" means any calendar day, which shall begin at 12:00:01 a.m. and end at 11:59:59 p.m. 2.14, "Documentation" means the developer guides, getting started guides, user guides, quick reference guides, and other technical and operations manuals and specifications for the Services, as such documentation may be updated by Contractor from time to time. 2.15. "Dormant Account" means the account created by Contractor at the commencement of the Services, which is inactive for the duration of the Term, unless and until this Contract is terminated and the County selects to activate the Account pursuant to Section 2.6. 2.16. "Eligible Credit Period" is a single month, and refers to the monthly billing cycle in which the most recent Region Unavailable event included in the County's claim for Service Credits occurred. 2.17. "End User" means any individual or entity that directly, or indirectly through an Additional User: (a) accesses or uses County Content; or (b) otherwise accesses or uses the Services under County account. 2.18. "Error Rate" means (i) the total number of internal server errors returned by Amazon S3 as error status "Internal Error" or "Service Unavailable" divided by (ii) the total number of requests during that five (5) minute period. Contractor calculates the Error Rate for OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016I07122(v3) G2G CONTRACT NUMBER Page 6 MOAKLANI r.-=;= OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON C O U N T Y M I C H I G A N COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com each Amazon S3 account as a percentage for each five (5) minute period in the monthly billing cycle. See Section 7.2. 2.19. "E-Verify" is an Internet based system operated by the Department of Homeland Security (DHS) in partnership with the Social Security Administration (SSA) that allows participating employers to electronically verify the employment eligibility of their new hired employees. For more information and to register visit tttLsL/e- verifv.uscis.gov/enroll/. 2.20. "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. 2.21. "Intellectual Property" means any developments, improvements, designs, innovation, and materials that may be the subject of a trademark/servicemark, copyright or patent, trade secrets, or Proprietary Information. 2.22. "Iran -Linked Business" is defined in the Michigan Compiled Laws (MCL), specifically MCL 129.312, being Section 2 of Public Act 517 of 2012. 2.23. "Monthly Uptime Percentage" is calculated by subtracting from 100%the average of the Error Rates from each five minute period in the monthly billing cycle. 2.24. "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. 2.25. "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. 2.26. "Region Unavailable" and "Region Unavailability" mean that more than one Availability Zone in which the County is running an instance, within the same Region, is Unavailable (as defined in Section 1.31 below). 2.27. "Service" means each of the services made available by Contractor, as those services are described in Exhibit II. 2.28. "Service Credit" is a dollar credit, calculated as set forth in Section 7 of this Contract that Contractor may credit back to the County's eligible EC2, S3 or Managed Services Account. 2.29. "Service Year" means the preceding 365 days from the date of a claim for Service Credits, as described in Section 7 of this Contract. 2.30. "Services" means the Services, the Content, and any other product or service provided under this Contract. Services do not include Third Party Content. 2.31. "Suggestions" means all suggested improvements to the Services that the County provides to Contractor. 2.32. "Term" means the term of this Contract described in Section 2, Rev 2016/07/22(v3) G2G OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER Page 7 0' AKLAND 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 ( Purchasing 248-858-0511 1 purchasing@oakgov.com 2.33. "Third Party Content" means content made available to the County by any third party in conjunction with the Services. 2.34. "Unavailability" means that all of the County's running instances have no external connectivity during a five (5) minute period and the County is unable to launch replacement instances. §3. CONTRACT EFFECTIVE DATE AND TERMINATION 3.1. The effective date of this Contract shall be as stated on the first page of this Contract, and unless otherwise terminated or canceled as provided below, it shall end at 11:59:59 p.m. on the "Contract Expiration Date" shown on the first page of this Contract (the "Initial Term"). This Contract shall automatically be renewed beyond the Initial Term for additional one (1) year terms (each, a "Renewal Term") unless and until terminated by the County or Contractor in accordance with this Section. Notwithstanding the above, under no circumstances shall this Contract be effective and binding and no payments to the Contractor shall be due or owing for any Contractor services until and unless: 3.1. I. 1 his Contract is signed by a Contractor Employee, legally authorized to bind the Contractor. 3.1.2. Any and all Contractor Certificates of Insurance and any other conditions precedent to the Contract have been submitted and accepted by the County. 3.1.3. This Contract is signed by an authorized agent of the Oakland County Purchasing Division, as provided for on the signature page of this Contract, who shall be the final signatory to this Contract. 3.2. Stop -Work Order 3.2.1. The County may, at any time, by written order to the Contractor, require the Contractor to stop all, or any part, of the work called for by this Contract for a period of 90 days after the order is delivered to the Contractor, and for any further period to which the Parties may agree. The order shall be specifically identified as a stop -work order issued under this Section 2.2. Upon receipt of the order, Contractor must immediately comply with its terms and take all reasonable steps to minimize the incurrence of Costs allocable to the work covered by the order during the period of work stoppage. Within a period of 90 days after a stop -work order is delivered to the Contractor, or within any extension of that period to which the Parties shall have agreed, the County shall either: (i) cancel the stop -work order; or (ii) terminate the work covered by the order as provided in this Contract. 3.2.2. If a stop -work order issued under this Section 2.2 is canceled or the period of the order or any extension thereof expires, Contractor may resume work. The County shall make an equitable adjustment in the delivery schedule or contract price, or both, and the Contract shall be modified, in writing, accordingly, if: (i) the stop -work order results in an increase in the time required for, or in the OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016I07122(v3) G2G CONTRACT NUMBER Page 8 IOAKLANDI� C O U N T Y M I C H t G A N COMPLIANCE OFFICE PURCHASING OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office ) Purchasing 248-858-0511 1 purchasing@oakgov.com Contractor's cost properly allocable to, the performance of any part of this contract; and (ii) the Contractor asserts its right to the adjustment within 30 days after the end of the period of work stoppage; provided that, if County decides the facts justify the action, County may receive and act upon the claim submitted at any time before final payment pursuant to this Contract. 3.2.3. If a stop -work order is not canceled and the work covered by the order is terminated for the convenience of the County, the County shall allow reasonable costs resulting from the stop -work order in arriving at the termination settlement. 3.2.4. If a stop -work order is not canceled and the work covered by the order is terminated for default, County shall allow, by equitable adjustment or otherwise, reasonable costs resulting from the stop -work order. 3.3. Termination for Convenience 3.3.1. The County may terminate and/or cancel this Contract (or any part thereof) or reduce the scope, at any time during the term, any renewal term, or any extension of this Contract, upon ninety (90) days written notice to the Contractor, for any reason, including convenience, without incurring obligation or penalty of any kind. Notwithstanding anything in this Section 2.3.1., if the County is being reimbursed for any cost or expenses incurred under this Contract by any third party, including any Federal, State, or local governmental agency, and any such third party funding is terminated, the County may terminate, end, or cancel this Contract immediately upon written notice to the Contractor. The effective date for termination or cancellation shall be clearly stated in the written notice. If the County terminates this Contract, any Additional Users' access to and use of the Services will also terminate unless such Additional User enters into a separate Contract with Contractor. 3.3.2. The County's sole obligation in the event of termination is for payment for actual services rendered by the Contractor before the effective date of termination. Under no circumstances shall the County be liable for any future loss of income, profits, any consequential damages or any loss of business opportunities, revenues, or any other economic benefit Contractor may have realized but for the termination and/or cancellation of this Contract. The County shall not be obligated to pay Contractor any cancellation or termination fee if this Contract is cancelled or terminated as provided herein. 3.3.3. Under no circumstances shall the County be obligated to pay the Contractor for any Services rendered or Goods delivered which have not been invoiced, as required herein, within sixty (60) days of the date such Goods were actually delivered to the County or Services were actually rendered pursuant to this Contract. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016I07/22(v3) G2G CONTRACT NUMBER Page 9 MOAKLANDF OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com 3.4. Termination for Cause 3.4.1. By Either Party. Either Party may terminate this Contract for cause upon 30 days prior written notice to the other Party if there is any material default or breach of this Contract by the other Party, unless the defaulting party has cured the material default or breach within the 30 day notice period. 3.4.2. By Contractor. Contractor may also terminate this Contract immediately upon notice to the County: (A) for cause, if any act or omission by the County, its End Users or an Additional User results in a suspension described in Section 3 below, and the cause of the suspension is not cured within the 30 day period, (B) if Contractor's relationship with a third party partner who provides software or other technology expires, terminates or requires Contractor to change the way Contractor provides the software or other technology as part of the Services, (C) if Contractor believes providing the Services could create a substantial economic or technical burden or material security risk for Contractor, (D) in order to comply with the law or requests of governmental entities, or (E) if Contractor determines use of the Services by the County or Contractor's provision of the Services to the County, to any End Users or Additional Users has became impractical or unfeasible for any legal or regulatory reason. 3.4.3. If a court order, temporary injunction or other legal action or process requires Contractor to suspend or halt performance of its operations on behalf of the County, this shall constitute a termination for cause. The Contractor shall immediately notify the County and use every means to restore the County's access to its Content, including, but not limited to, implementing the procedures set forth in Section 2.6, Post Termination Assistance. 3.5. Effect of Termination. Upon termination of this Contract: 3.5.1. All County and Additional Users' Rights under this Contract immediately terminate; however, notwithstanding anything in this Section 2.5 to the contrary and regardless of the reason for termination, Contractor will deliver all of the County Content to the County in a mutually agreed upon and reasonable electronic format within 30 days following the termination of the Contract, in accordance with Section 2.6 below. 3.5.2. The County remains responsible for all fees and charges the County has incurred through the date of termination, and all commercially reasonable fees and charges for tasks completed after the date of termination, including, without limitation, those related to the electronic transfer of the County Content to the County; 3.5.3. The County will immediately return or, if instructed by Contractor, destroy all Contractor Content in the County's possession; and Sections 1, 2.5, 3.5, 4.16, 5.3, 6 (except for the license in Section 6.4), 8.3, 9.1, 9.2.2., 10.3, 10.4, 10.8, 10,11, OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/22(v3) G2G CONTRACT NUMBER Page 10 MOAKLANUAF- C O U NTY M I CHI G AN COMPLIANCE OFFICE PURCHASING OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office I Purchasing 248-858-0511 1 purchasing@oakgov.com 10.18, 10.23, 10.25, 10.26, 10.27, 10.28. will survive and continue to apply in accordance with their terms beyond the termination or cancellation of this 3.6. Post -Termination Assistance. During the 30 days following termination: 3.6.1. Contractor shall not erase any of the County Content as a result of the termination but shall have no rights to access or use County Content for any purpose other than to return the Content to County; 3.6.2. Contractor shall promptly transfer the County Content, EC2 ("Elastic Compute") Instances, and any top-level credentials, or other necessary multi -factor authentication information to one of the following locations, as determined by the County and at the County's discretion: (a) the County's Dormant Account; (b) another Amazon Web Services Provider; or (c) the County's data center facilities. 3.6.3. The County shall obtain any required third party software licenses to support its environment. Contractor will reasonably cooperate with the County to facilitate the County's ability to acquire those third -party licenses. 3.6:4: Any additional -post -termination assistance from -Contractor -is subject -to -mutual agreement by the County and Contractor. §4. TEMPORARY SUSPENSION 4.1. The County. Contractor may temporarily suspend the County s right to access or use any portion or all of the Services immediately upon notice to County if Contractor determines: 4.1.1. The County's use of or registration for the Services (i) poses a security risk to the Services or any third party, (ii) may adversely impact the Services or any third party, (iii) may adversely impact the Services or the systems or Content of any other customer, (iv) may subject Contractor, Contractor's affiliates, or any third party to liability, or (v) may be fraudulent; 4.1.2. The County is in breach of this Contract, including if the County is delinquent on the County's Payment Obligations for more than 15 days; or 4.1.3. The County has ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of Client assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding. 4.2. Additional Users. Contractor may temporarily suspend an Additional User's right to access or use any portion or all of the Services immediately upon notice to County if Contractor determines: 4.2.1. The Additional User's use of or registration for the Services (i) poses a security risk to the Services or any third party, (ii) may adversely impact the Services or any third party, (iii) may adversely impact the Services or the systems or Content of any other customer, (iv) may subject Contractor, Contractor's affiliates, or any third party to liability, or (v) may be fraudulent. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/22(v3) G2G CONTRACT NUMBER Page 11 46AKLANOF C O U NTY M I C H I G AN COMPLIANCE OFFICE PURCHASING OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office I Purchasing 248-858-0511 1 purchasing@oakgov.com 4.2.2. The County is delinquent on the County's Payment Obligations for more than 15 days. 4.2.3. If an Additional User fails to fulfill any separate payment obligations it may have to Contractor based on an agreement with Contractor for certain services for its sole use, Contractor may suspend the Additional User but shall not suspend the County or Additional Users obtaining Services under County's Contract. 4.3. Effect of Contractor Suspension by Contractor. If Contractor temporarily suspends all or part of the County's right to access any portion or all of the Services: 4.3.1. Contractor shall advise the County of any such suspensions at least monthly. 4.3.2. The County remains responsible for any applicable fees and charges for any Services to which the County continues to have access, or to which it provides an Additional User access, as well as applicable data storage fees and charges, and fees and charges for in -process tasks completed after the date of suspension; 4.3.3. The County will not be entitled to any Service or a portion of the Service which has been suspended until the suspension is ended. An Additional- User will not be entitled to any Service or portion of the Service which has been suspended until the County's suspension is ended or the Additional User enters into a separate Agreement with Contractor and assumes all responsibility, including the payment of fees applicable to its use of the Services provided by Contractor. 4.3.4. Contractor will not erase any of the County's Content, as a result of any suspension. The Contractor acknowledges that the County is a governmental entity subject to statutory record retention requirements that cannot be abrogated or modified by contract. 4.3.5. Contractor's right to suspend the County's use of the Services is in addition to Contractor's right to terminate this Contract pursuant to Section 2. 4.3.6. A temporary suspension under this Section 3 will not result in an immediate termination for cause, as provided in Section 2.4.3. of this Contract. The County shall have thirty days to resolve the issue which caused the Contractor to temporarily suspend Services to County. 4.4. Effect of Suspension of an Additional User by Contractor. If Contractor temporarily suspends all or part of an Additional User's right to access any portion or all of the Services: 4.4.1. County shall have thirty days to work with any Additional User to resolve the issue which caused the Contractor to temporarily suspend services to the Additional User. Thereafter, if the issue with the Additional User remains unresolved, County shall terminate the intergovernmental agreement or the portion or exhibit of the intergovernmental agreement relating to these services with the Additional User and notify Contractor that Additional User is no longer allowed access to Services through the County's account. Contractor shall limit OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/22(v3) G2G CONTRACT NUMBER Page 12 MOAKLANOP� C O U NTY M I C H I G AN COMPLIANCE OFFICE PURCHASING OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office I Purchasing 248.858-0511 1 purchasing@oakgov.com suspension to the specific governmental unit or entity which meets the criteria for suspension set forth above, and will use commercially reasonable efforts to permit the remaining entities to access the Services. 4.5. County Right to Suspend Services. Upon written notice, the County may suspend performance of this Contract if Contractor has failed to comply with Federal, State, or Local laws, or any requirements contained in this Contract. The right to suspend services is in addition to the County's right to terminate and/or cancel this Contract. The County shall incur no penalty, expense, or liability to Contractor if the County suspends services under this Section. §5. SCOPE OF CONTRACTOR'S SERVICES 5.1. Generally. The County may access and use the Services in accordance with this Contract. The County will adhere to all laws, rules and regulations applicable to the County's use of the Services, including any Service Terms, and the Acceptable Use Policy, as defined in Section 1. The Contractor shall perform all services identified and itemized_ in_Exhibit _II: _"Scope of Contractor's Services" which is attached hereto and incorporated and made part of this Contract. A catalogue of all available products and services, some of which will be used in the deployment of the Services is attached hereto as Exhibit III and incorporated and made part of this Contract. 5.2. County Account. To access the Services, Contractor will create an account associated with its Services for the County. The County is responsible for all activities undertaken by the County under the County's account. Except to the extent caused by Contractor's breach of this Contract, Contractor is not responsible for unauthorized access to the County's account. The County will contact Contractor immediately if the County believes an unauthorized third party may be using the County's account or if the County account information is lost or stolen. County may terminate County's account and this Contract in accordance with Section 2. 5.3. Additional Users. The County may provide for the Services to be made available to Additional Users through Contractor and with Contractor's written consent, subject to Contractor's pricing of such Additional Users of the Services. The Parties understand that adding such Additional Users will be based on a new deployment of the basic Services and customized Services provided by Contractor to each such Additional User. Any such Additional User will be reflected on an amendment to this Contract specific to that Additional User. The County shall execute a separate intergovernmental or amend an existing intergovernmental agreement with each such Additional User that is consistent with the terms and conditions of this Contract requiring that each such Additional User shall be responsible for all activities undertaken under its deployment of the Services. 5.4. An Additional User may enter into a separate Contract with Contractor for Services which Additional User intends for its sole and exclusive use. The terms and conditions OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/22(v3) G2G CONTRACT NUMBER Page 13 COMPLIANCE OFFICE PURCHASING OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office I Purchasing 248-858-0511 1 purchasing@oakgov.com of any such Contract shall be solely between the Additional User and Contractor and shall not confer any additional benefit upon or create any additional liability or obligation for County or Additional Users when obtaining or using Services provided through the County under the terms of this Contract. 5.5. Storage. Contractor shall provide storage for the County Content as specified in Exhibit II. 5.6. Availability of the County Content. County Content shall be available to the County and any Additional User in accordance with Contractor's customary operations and as set forth in Section 7 of this Contract. Contractor will, from time to time and upon the County or an Additional User's request, migrate images of Amazon EC2 instances to the County or an Additional User's standard virtual machine in an industry standard format. The County or the Additional User shall determine the desired location for the transferred images. To minimize server downtime during peak usage periods, Contractor will ensure that all scheduled maintenance of its systems will be performed at appropriate off-peak intervals. 5.7. County -Content Control-. The County shall_ have_ sole control over County Content_, and any Additional User shall have sole control over its Content contained within the County's Content. Except with the County's prior written consent, Contractor shall not access, view, supplement, modify or alter any of the County Content that has been provided by the County or by any Additional User to Contractor. Further information pertaining to the County's access controls is contained in Exhibit II of this Contract. Nothing in this Contract will serve as a transfer or assignment of any rights in the County Content to Contractor. 5.8. County Content Backup Server. Contractor shall backup the County Content as specified on Exhibit II. 5.9. Response Time. The mean response time for server response to the County or any Additional User's access to County Content shall not exceed ten (10) seconds during any one (1) hour period. 5.10. Third Party Content. Third Party Content, such as software applications provided by third parties, may be made available directly to the County by other companies or individuals under separate terms and conditions, including separate fees and charges. Because Contractor may not have tested or screened the Third Party Content, the County's use of any Third Party Content is at the County's sole risk. 5.11. Changes to the Services. Contractor may change, discontinue, or deprecate any of the Services (including the Services as a whole) or change or remove features or functionality of the Services from time to time. Contractor will notify the County of any material change to or discontinuation of the Services at least 60 days prior thereto, if reasonably possible. The Parties will evaluate and may renegotiate fees if Contractor makes changes to the Services pursuant to this Section 4.12. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016107122(v3) G2G CONTRACT NUMBER Page 14 COAKLANDF OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON C O U N T Y M I C H 1 G A N COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com 5.12. Changes to the Application Program Interfaces. Contractor may change, discontinue or deprecate any application program interface for the Services from time to time but will use commercially reasonable efforts to continue supporting the previous version of any application program interface changed, discontinued, or deprecated for 12 months after the change, discontinuation, or deprecation, except if doing so (a) would pose a security or intellectual property issue; (b) is economically or technically burdensome, or (c) is needed to comply with the law or requests of governmental entities. Contractor will notify the County of any change, discontinuance or deprecation to any application program interface at least 60 days prior thereto, if reasonably possible. The Parties will evaluate and may renegotiate fees if Contractor makes changes to the Service pursuant to this Section 4.13. 5.13. Security and Monitoring. Without limiting the Disclaimers set forth in Section 8.3, Contractor will implement reasonable and appropriate measures designed to secure and monitor County Content against accidental or unlawful loss, access, or disclosure, including those measures specified in Exhibit IL County may identify Content [e.g., medical records subjectto HIPAA (the Health Insurance Portability and Accountability Act) and PCI DSS (Payment Card Industry Data Security Standards)] that it reasonably believes requires other or additional security measures. Contractor will take reasonable steps to implement additional security for that Content for an additional fee. 5.14. As soon as Contractor becomes aware of a security breach involving County Content or Content of Additional Users, Contractor will notify County of the security breach and provide information that is necessary to perform any user notification that the County considers necessary or that is required in the interests of the public. 5.15. County Responsibilities for County Content. The County is solely responsible for the development, content, operation, maintenance, and use of County Content. For example, the County is solely responsible for the following: (a) this Contract is signed by a Contractor Employee, legally authorized to bind the Contractor; (b) the technical operation of County Content, including ensuring that any Services are compatible with then -current application program interfaces for that Service; (c) Compliance of County Content with Contractor's Acceptable Use Policy and the law; (d) any claims relating to County Content; and (d) Properly handling and processing notices sent to the County (or the County's Agents) by any person claiming that County Content violates such person's rights, including notices pursuant to the Digital Millennium Copyright Act. 5.16. Other Security and Backup. Contractor shall maintain any other appropriate security, protection and backup of County Content for the duration of the Contract, as further specified in Exhibit 11. 5.17. End User and Additional User Violations. County will inform its End Users and any Additional User of their obligation to comply with Contractor's Acceptable Use Policy. The County will ensure that the terms of the County's intergovernmental agreement with each Additional User or any exhibit to an intergovernmental agreement with an Rev 2016/07/22(v3) G2G OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER Page 15 §6. COMPLIANCE OFFICE PURCHASING OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office I Purchasing 248-858-0511 1 purchasing@oakgov.com Additional User that governs use of Contractor's Services are consistent with this Contract. If the County becomes aware of any violation of the County's obligations under this Contract by an Additional User or an End User, the County will immediately suspend such Additional User or End User's access to County Content and Services. The County's right to suspend an Additional User or an End User from use of the Services is in addition to the Contractor's right to temporary suspension, as provided in Section 3 of this Contract, or to terminate, as provided in Section 2. 5.18. Additional User and End User Support. The County is responsible for providing customer service (if any) to Additional Users and End Users. The County will not provide customer service and end user support to Additional Users or End Users who have a separate agreement for Services not included herein. Contractor does not provide support or services to Additional Users or End Users unless otherwise provided in Exhibit 11. 5.19. Additional Hardware and Software as a Service. The County may purchase other services, software or hardware from Contractor during the term of this Contract and during any renewal. Contractor will provide pricing for any such services at that time. The County's Purchasing department maintains a price list for professional services, maintenance and support and these prices shall remain in effect for 365 days from execution of this Contract. A catalogue of available products and services is provided in Exhibit Ill. Contractor shall hold all licenses for software offered in Exhibit III and be responsible for fulfilling all terms and conditions set forth in them. Contractor may update the Catalogue of Products and Services no more than once each quarter. COUNTY PAYMENT OBLIGATIONS FOR CONTRACTOR'S SERVICES 6.1. Except as otherwise expressly provided for in this Contract, the County's sole financial obligation to the Contractor for any Contractor services under this Contract shall be: 6.1.1 6.1.2. Upon deployment of the Services, but prior to any customization as described in Exhibit II, Contractor shall invoice the County for the initial set-up fee of $55,000.00. Thereafter, Contractor will calculate and bill fees and recurring charges monthly. No more than once a month, the Contractor shall submit an invoice to the County which shall itemize all amounts due and/or owing by the County under this Contract, as the date of the invoice. The invoices shall be submitted in the form requested by the County. The County shall have no obligation to make payment until a proper invoice of service is submitted. The County reserves the right to make partial payments on account of the amount due the Contractor as the work progresses. The County will pay Contractor the initial set-up fee and applicable fees and recurring monthly charges for the Services, as described in Exhibit II. In no event, shall the County's amount due and owing the Contractor for any Rev 2016I07122(v3) G2G OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER Page 16 40'AKLANd7F_ Y OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON C O U NTY M I C H I GAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 I purchasing@oakgov.com and all services rendered exceed the amount identified as the "NOT TO EXCEED AMOUNT' on the first page of this Contract, In the event the Contractor can reasonably foresee the total billings for its services will exceed this "NOT TO EXCEED AMOUNT", the Contractor shall provide the County with notice of this contingency at least fifteen (15) Days before this event. 6.2. All undisputed amounts payable under this Contract will be made without setoff or counterclaim, and without any deduction or withholding. Fees and charges for any new service or new feature of a Service will be effective when Contractor provides the County with notice of updated fees and charges, unless Contractor expressly states otherwise in the notice. Contractor may increase fees and charges for any existing Services in the event of any material increase to Contractor of the cost or expense of a portion of the Services by giving the County at least sixty (60) days advance notice. All fees and charges must be paid within thirty (30) days of the date of the invoice for any fees and charges. 6.3. All fees and charges payablebythe County are_exctusive ofapplicabletaxes-and duties. including VAT and applicable sales tax. If the County is legally entitled to an exemption from any sales, use, or similar transaction tax, the County is responsible for providing Contractor with legally sufficient tax exemption certificates for each taxing jurisdiction. Contractor will apply the tax exemption certificates to charges under the County's account occurring after the date Contractor receives the tax exemption certificates. If any deduction or withholding is required by law, the County will notify Contractor and will pay Contractor any additional amounts necessary to ensure that the net amount that Contractor receives, after any deduction and withholding, equals the amount Contractor would have received if no deduction or withholding had been required. Additionally, the County will provide Contractor with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority. 6.4. This Contract does not authorize any in -kind services by either Party, unless expressly provided herein. 6.5. County's G2G Marketplace Administration. In consideration of County's costs to provide the G2G MarketPlace, Contractor agrees to provide County withthe following credit: based on the aggregate Amazon Web Services (AWS) spend at the end of the month for all PPB's, Contrator will apply a credit based on the table below to County's invoice from Contractor. The tier credit increases as a PPB's account spend increases per the table below and caps at 7% Credit's must be applied to the month's invoice in which they were accrued In the event, PPB credits exceed County's AWS service spend, credit can only be applied to additional AWS services. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/22(v3) G2G CONTRACT NUMBER Page 17 40AKLANOP COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office I Purchasing 248-858-0511 1 purchasing@oakgov.com PBB Account Spend Tier Credit % Oakland Credit $ 1,000.00 3% $ 30.00 $ 2,000.00 3% $ 60.00 jl $ 3,000.00 3% $ 90.00 $ 4,000.00 3% $ 120.00 $ 5,000.00 4% $ 200.00 {1 $ 6,000.00 4% $ 240.00 11 $ 7,000.00 4% $ 280.00 {1 $ 8,000.00 4% $ 320.00 1 $ 9,000.00 4% $ 360.00 $ 10,000.00 5% $ 500.00 1 $ 11,000.00 5% $ 550.00 $ 12,000.00 5% $ 600.00 1 $ 13,000.00 5% $ 650.00 $ 14,000.00 5% $ 700.00 l $ 15,000.00 6% $ 900.00 l $ 16,000.00 6% $ 960.00 $ 17,000.00 6% $ 1,020.00 $ 18,000.00 6% $ 1,080.00 1 $ 19,000.00 6% $ 1,140.00 $ >20,000.00 7% $ 1,400.00 §7. PROPRIETARY RIGHTS 7.1. County Content. As between the County and Contractor, County or County's licensors own all right, title, and interest in and to County Content. Except as provided in this Section 6, Contractor obtains no rights under this Contract from the County or the County's licensors to County Content, including any related intellectual property rights. The County consents to Contractor's use of the County Content to provide the Services to the County and to any Additional or End Users. Contractor may disclose County Content to provide the Services to the County or to any End Users or Additional Users. If Contractor receives a demand for County Content (including subpoenas or other legal process), Contractor will provide the County with prompt notice of each such request and reasonably cooperate with the County in any effort to obtain a protective order or otherwise contest such required disclosure of County Content, at the County's expense. If Contractor is ultimately legally compelled or required to disclose such County Content, Contractor shall notify the County of such disclosure. 7.2. County Submissions. County submissions will be governed by the terms of the applicable license, unless the County specifies one of Contractor's supported licenses at OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016I07122(v3) G2G CONTRACT NUMBER Page 18 COMPLIANCE OFFICE PURCHASING OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office I Purchasing 248-858-0511 I purchasing@oakgov,com the time of the County Submission. Contractor supported licenses that County will use are set forth in Exhibit II. Parties will review and update this list at least annually. 7.3. Adequate Rights. The County represents and warrants to Contractor that: (a) County or County licensors own all right, title, and interest in and to County Content and County Submissions; (b) the County has all rights in County Content and County Submissions necessary to grant the rights contemplated by this Contract; (c) County will use reasonable efforts to ensure that it will act promptly to correct any violations of Contractor policies related to County Content, or County Submissions, or use of County Content or Submissions that it becomes aware of; and (d) it will advise Additional Users of their obligation to comply with the policies of Contractor and act promptly to require Additional User to correct violations of Contractor policies or suspend the Additional User's access to County's account until the violations are corrected. 7.4. Services License. As between County and Contractor, Contractor or Contractor's affiliates or licensors own and reserve all right, title and interest in and to the Services. Contractor -grants -the -County -a.limited, revocable, non-exclusive,_non-sublicensable, non -transferable license to do the following during the term: (i) access and use the Services solely in accordance with this Contract; and (ii) copy and use the Services solely in connection with County permitted uses of the Services. Except as provided in this Section 6.4, County obtains no rights under this Contract from Contractor or Contractor's licensors to the Services, including any related intellectual property rights. Some Services may be provided to the County under a separate license or open source license. In the event of a conflict between this Contract and any separate license, the separate license will prevail with respect to that Service. 7.5. License Restrictions. Neither the County, nor any Additional User may use the Services in any manner or for any purpose other than as expressly permitted in this Contract. Neither County nor any Additional User may, or may attempt to, (a) modify, alter, tamper with, repair, or otherwise create derivative works of any software included in the Services (except to the extent software included in the Services are provided to the County under a separate license that expressly permits the creation of derivative works), (b) reverse engineer, disassemble or decompile the Services or apply any other process or procedure to derive the source code of any software included in the Services, (c) access or use the Services in a way intended to avoid incurring fees or exceeding usage limits or quotas, or (d) resell or sublicense the Services (except as otherwise provided in this Contract). All licenses granted to the County in this Contract are conditional on the County's continued compliance with this Contract, and will immediately and automatically terminate if the County does not comply with any term or condition of this Contract. During and after the Term, the County will not assert, nor will the County authorize, assist, or encourage any third party to assert, against Contractor or any of Contractor's affiliates, customers, vendors, business partners, or licensors, any patent infringement claim regarding any Services the County has used. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/22(v3) G2G CONTRACT NUMBER Page 19 406AKLANDI-Ep COUNTY MICHfGAN COMPLIANCE OFFICE PURCHASING OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office I Purchasing 248-858-0511 1 purchasing@oakgov.com 7.6. Suggestions. If the County provides any Suggestions to Contractor or Contractor's affiliates regarding the Services, Contractor may use the Suggestions without restriction or fee, even if the County has designated the Suggestions as Confidential. §8. CONTRACTOR'S WARRANTIES AND DISCLAIMERS 8.1. Contractor certifies that all statements, assurances, records, and materials submitted to County in connection with securing this Contract have been truthful, complete and accurate in all respects. Contractor agrees and understands that any material false statement, representation or omission made in connection with its seeking or obtaining this Contract may be grounds for canceling or terminating this Contract and/or debarring the Contractor from future County contracts. The County's right to cancel this Contract as provided herein shall be in addition to any other rights the County has to terminate or cancel this Contract. 8.2. Service Warranties. Contractor warrants that it has the necessary facilities, equipment, software, and qualified personnel available to perform its obligations under this Contract. All services provided under this Contract will be carried out and completed with due skill and care and to the best industry standards by qualified personnel trained and skilled in the performance of the specific services involved, in a proper and workmanlike manner and using materials suitable for the purpose. Contractor warrants that all services performed hereunder will be performed in a manner that complies with all applicable laws, statutes, regulations, ordinances, and professional standards. 8.3. Disclaimers. THE SERVICES ARE PROVIDED "AS IS." EXCEPT FOR THE EXPRESS WARRANTIES SPECIFIED IN SECTION 8.2, CONTRACTOR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON -INFRINGEMENT. Contractor does not warrant that the Services or the third party content will be uninterrupted, error free or free of harmful components, or that any County Content will be secure or not otherwise lost or damaged. 8.4. Business and Professional Licenses. The Contractor will obtain and maintain at all times during the term of this Contract all applicable business and professional licenses necessary to provide the contracted services. 8.5. Equipment and Supplies. The Contractor is responsible for providing equipment and supplies not expressly required to be provided by the County herein. 8.6. Taxes, The Contractor shalt pay its own local, state and federal taxes, including without limitation, social security taxes, and unemployment compensation taxes. The County shall not be liable to or required to reimburse the Contractor for any federal, state and local taxes or fees of any kind. 8.7. Contractor's Incidental Expenses. Except as otherwise expressly provided in this Contract, the Contractor shall be solely responsible and liable for all costs and expenses OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/22(v3) G2G CONTRACT NUMBER Page 20 40'AKLANDT_��_ OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON co U NTY M I C H I GAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com incident to the performance of all services for the County including, but not limited to, any professional dues, association fees, license fees, fines, taxes, and penalties. 8.8. E-Verify. 8.8.1. In accordance with Miscellaneous Resolution No.09116 (BOC Minutes, July 30, 2009, pp. 37-38), unless otherwise exempted, all service Contractors who wish to contract with the County to provide services must first certify they have registered with, will participate in, and continue to utilize, once registered, the E-Verify Program (or any successor program implemented by the federal government or its departments or agencies) to verify the work authorization status of all newly hired employees employed by the Contractor. Breach of this term or conditions is considered a material breach of this Contract. 8.8.2. Contractor's execution of this Contract constitutes a certification that they are authorized to certify on behalf of Contractor and do hereby certify on behalf of Contractor that the Contractor has registered with, has and will participate in, and does and will continue to utilize once registered and throughout the term of this Contract and any permissible extension hereof, the 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. 8.9. Contractor Employees. 8.9.1. Contractor shall employ and assign qualified Contractor Employees as necessary and appropriate to provide the services under this Contract. Contractor shall ensure all Contractor Employees have all the necessary knowledge, skill, and qualifications necessary to perform the required services and possess any necessary licenses, permits, certificates, and governmental authorizations as may be required by law. 8.9.2. Contractor shall solely control, direct, and supervise all Contractor Employees with respect to all Contractor obligations under this Contract. Contractor will be solely responsible for and fully liable for the conduct and supervision of any Contractor Employee. 8.9.3. All Contractor Employees shall wear and display appropriate County -provided identification at all times while working on County premises. Contractor shall return all County provided identification upon completion of the last day of services provided under this Contract. 8.9.4. All Contractor Employees assigned to work under this Contract may, at the County's discretion, be subject to a security check and clearance by the County. 8.9.5. All newly hired Contractor Employees, unless otherwise excluded under Misc. Resolution No. 09116 must undergo employment eligibility verification OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/22(v3) G2G CONTRACT NUMBER Page 21 OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE Compliance Office ( Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com through the E-Verify system. Failure to verify newly hired employees is a material breach of this Contract. 8.10. Contractor Employee -Related Expenses. All Contractor Employees shall be employed at the Contractor's sole expense (including employment -related taxes and insurance) and the Contractor warrants that all Contractor Employees shall fully comply with and adhere to all of the terms of this Contract. Contractor shall be solely and completely liable for any and all applicable Contractor Employee's federal, state, or local payment withholdings or contributions and/or any and all Contractor Employee related pension or welfare benefits plan contribution under federal or state law. Contractor shall indemnify and hold the County harmless for all Claims against the County by any Contractor Employee, arising out of any contract for hire or employer -employee relationship between the Contractor and any Contractor Employee, including, but not limited to, Worker's Compensation, disability pay or other insurance of any kind. 8.11. Full Knowledge of Service Expectations and Attendant Circumstances. Contractor warrants that before-submittingits -Proposal _and/or _entering _ in to this Contract, it had a full opportunity to review the proposed services, and review all County requirements and/or expectations under this Contract. The Contractor is responsible for being adequately and properly prepared to execute this Contract. Contractor has satisfied itself in all material respects that it will be able to perform all obligations under the Contract as specified herein. 8.12. The Contractor's Relationship To The County Is That Of An Independent Contractor. Nothing in this Contract is intended to establish an employer -employee relationship between the County and either the Contractor or any Contractor Employee. All Contractor Employees assigned to provide services under this Contract by the Contractor shall, in all cases, be deemed employees of the Contractor and not employees, agents or sub -contractors of the County. 8.13. 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. 8.14. Response to Legal Request 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. §9. CONTRACTOR PROVIDED INSURANCE AND INDEMNIFICATION 9A. Indemnification. 9.1.t. Contractor shall indemnify and hold the County harmless from any and all Claims which are incurred by or asserted against the County by any person or entity, alleged to have been caused or found to arise, from the acts, OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/22(v3) G2G CONTRACT NUMBER Page 22 COMPLIANCE OFFICE PURCHASING OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office ( Purchasing 248-858-0511 1 purchasing@oakgov.com performances, errors, or omissions of Contractor or Contractor's Employees, including, without limitation, all Claims relating to injury or death of any person or damage to any property. 9.1.2. The indemnification rights contained in this Contract are in excess and over and above any valid and collectible insurance rights/policies. During the term of this Contract, if the validity or collectability of the Contractor's insurance is disputed by the insurance company, the Contractor shall indemnify the County for all claims asserted against the County and if the insurance company prevails, the Contractor shall indemnify the County for uncollectable accounts. 9.1.3. Contractor shall have no rights against the County for any indemnification (e.g., contractual, equitable, or by implication), contribution, subrogation, and/or any other right to be reimbursed by the County except as expressly provided herein. 9.1.4. Contractor waives and releases all actions, liabilities, loss and damage including any subrogated rights it may have against the County based upon any Claim brought against the County suffered by a Contractor Employee. 9.2. Contractor Provided Insurance. 9.2.1. At all times during this Contract, Contractor shall obtain and maintain insurance according to the specifications indicated in Exhibit I. 9.2.2. LIMITATION OF LIABILITY. Neither Party, its affiliates or licensors, will be liable under this Contract for lost revenues or indirect, special, incidental, exemplary, or punitive damages, even if advised of the possibility of such damages. Further, neither Contractor nor any of its affiliates or licensors will be responsible for any compensation, reimbursement, or damages arising in connection with: (a) inability to use the services, including as a result of any (i) termination or suspension of this Contract, (ii) without limiting any obligations under section 7 of this Contract, any unanticipated or unscheduled downtime as a result of power outages or other interruptions beyond the Contractor's reasonable control, including any force majeure event; (b) the cost of procurement of substitute goods or services; (c) any investments, expenditures, or commitments by the County in connection with this Contract or the County's use of or access to the services; or (d) any unauthorized access to, alteration of, or the deletion, destruction, damage, loss or failure to store any of the County's content or other data. In any case, Contractor and its affiliates' and licensors' aggregate liability under this Contract will be limited to the amount the County actually pays Contractor under this Contract for the service that gave rise to the claim during the 12 months preceding the Claim. OAKLAN❑ COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/22(v3) G2G CONTRACT NUMBER Page 23 46AKLANIM COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING §10. INTELLECTUAL PROPERTY OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office I Purchasing 248-858-0511 1 purchasing@oakgov.com 10.1. 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. 10.2. 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 subject to the terms listed in Exhibit VIII. Contractor shall only use the-servicemarks_as-directed by the County. §11. GENERAL TERMS AND CONDITIONS 11.1. Access to County Facilities. While the Contractor retains the right to perform services at any time, the Contractor must obtain prior permission by the County for access to County facilities after the County's regular business hours. 11.2. Cumulative Remedies. A Party's exercise of any remedy shall not preclude the exercise of any other remedies, all of which shall be cumulative. A Party shall have the right, in its sole discretion, to determine which remedies are to be exercised and in which order. 11.3. No Third Party Beneficiaries. Except as provided for the benefit of the Parties, this Contract does not and is not intended to create any obligation, duty, promise, contractual right or benefit, right to be indemnified, right to be subrogated to the Parties' rights in this Contract, and/or any other right, in favor of any other person or entity. 11.4. Compliance with Laws, Contractor and the County shall comply with all federal, state, and local laws, statutes, ordinances, regulations, insurance policy requirements, and requirements applicable to its activities under this Contract. In connection with this Contract, each Party will comply with all applicable import, re -impart, export, and re- export control laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, and country -specific economic sanctions programs implemented by the Office of Foreign Assets Control. For clarity, the County is solely responsible for compliance related to the manner in which the County chooses to use the Services, including County transfer and processing of County Content, the provision of County Content to End Users and Additional Users, and the region in which any of the foregoing occur. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016107122(v3) G2G CONTRACT NUMBER Page 24 � �j _ n ® ` 11 `U^^ OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY M ICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com 11.5. Permits and Licenses. Contractor shall be responsible for obtaining and maintaining throughout the term of this Contract all licenses, permits, certificates, and governmental authorizations necessary to perform all of its obligations under this Contract and to conduct business under this Contract. Upon request by the County, Contractor shall furnish copies of any permit, license, certificate or governmental authorizations necessary to provide services under this Contract. 11.6. Discrimination. Contractor shall not discriminate against any employee or applicant for employment because of sex, race, religion, color, national origin, or handicap in violation of State and Federal law. 11.6.1. Contractor shall promptly notify the County of any complaint or charge filed and/or determination by any Court or administrative agency of illegal discrimination by Contractor. 11.6.2. The County, in its discretion, may consider any illegal discrimination described above as a breach of this Contract and may terminate or cancel this Contract immediately _with _notice. 11.7. Reservation of Rights. This Contract does not, and is not intended to impair, divest, delegate, or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or immunity of the County. 11.8. Force Majeure. Notwithstanding any other term or provision of this Contract, neither Party shall be liable to the other for any failure of performance hereunder if such failure is due to any cause beyond the reasonable control of that Party and that Party cannot reasonably accommodate or mitigate the effects of any such cause. Such cause shall include, without limitation, acts of God, fire, explosion, vandalism, any law, order, regulation, direction, action, or request of the United States government or of any other government, national emergencies, acts of terrorism, insurrections, riots, wars, strikes, lockouts, work stoppages, or other labor difficulties, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature. Reasonable notice shall be given to the affected Party of any such event. The Contractor is expected, through insurance or alternative temporary or emergency service arrangements, to continue its obligations under this Contract in the event of a reasonably anticipated, insurable business risk such as business interruption and/or any insurable casualty or loss. 11.9. Disaster Recovery Plans. Upon implementation, Contractor shall provide County with its disaster recovery plans. Thereafter, Contractor shall provide updated information regarding its disaster recovery plans and redundancies to County and provide summaries describing the outcomes of disaster recovery tests at least annually. 11.10. Conflict of Interest. Pursuant to Public Act 317 and 318 of 1968, as amended (MCL 15.321, et sec.), no contracts shall be entered into between the County, including all agencies and departments thereof, and any County Agent. To avoid any real or OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/22(v3) G2G CONTRACT NUMBER Page 25 IfOAKL OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON C O U N T Y M I C H I G A N COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com 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. Parties' Use of Confidential Information. The Parties may use Confidential Information only in connection with the use and provision of the Services as permitted under this Contract and will not otherwise use or disclose Confidential Information during the Term or any time following the Term except as required or permitted by law. Each Party will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures each Party takes to protect its own Confidential Information of a similar nature. Neither Party will misrepresent or embellish the relationship between Contractor and the County (including by expressing or implying that either Party supports, sponsors, endorses, or contributes to either Party's business endeavors). Nor will either Party express or imply any relationship or affiliation between Contractor and the County or any other person or entity except as expressly permitted-bythis Conti d� Notwithstanding the foregoing and except for requests made pursuant to the Michigan Freedom of Information Act or similar statute, either Party may disclose Confidential Information if required by law, statute or other legal process; provided that the Party being asked to disclose (i) gives the other Party prompt written notice of an impending disclosure, (ii) provides reasonable assistance to the other in opposing or limiting the disclosure, and (iii) makes only such disclosure as is compelled or required. 11.12. Contractor Use of County Licensed Software. In order for the Contractor to perform its services under this Contract, the County may permit Contractor or Contractor Employees to access certain copyrighted Software licensed to the County. Contractor or Contractor Employees shall not transfer, remove, use, copy, or otherwise provide or make available any such copyrighted Software or Documentation to any other person or entity, for any purpose, without the prior written consent of the County and/or the licensor. Furthermore, neither the Contractor nor Contractor Employee shall produce a source listing, decompile, disassemble, or otherwise reverse engineer any copyrighted Software. Neither the Contractor nor Contractor Employee shall use any copyrighted software contrary to the provisions of any applicable Software license agreement or state or federal law. 11.13. Grant Compliance. If any part of this Contract is supported or paid for with any state or federal funds granted to the County, the Contractor shall comply with all applicable grant requirements. 11.14. Project Managers. Each Party shall designate an employee or agent to act as a Project Manager. The Project Managers shall serve as a contact point for all matters related to the services to be performed under this Contract. The Contractor's Project Manager OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/22(v3) G2G CONTRACT NUMBER Page 26 Q COUNTY M I C H I G AN OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248.858-0511 I purchasing@oakgov.com shall coordinate with the County's Project Manager, the Contractor shall provide the name and qualifications of its Project Manager and an alternate. 11.15. Contract Administrator. Each Party may designate an employee or agent to act as Contract Administrator. The County's Contract Administrator shall be responsible for such activities as monitoring deliverables and funding addressing the quality of services provided by the Contractor, reviewing invoices and submitting requests to the County's procurement authority for any contract modification in accordance with Section 10.25 of this Contract. 11.16. Dispute Resolution. All disputes arising under or relating to the execution, interpretation, performance, or nonperformance of this Contract involving or affecting the Parties may first be submitted to the respective Project Managers and Contract Administrators for possible resolution. The Project Managers and Contract Administrators may promptly meet and confer in an effort to resolve such dispute. If the Project Managers cannot resolve the dispute in five (5) business days, the dispute may be submitted to the signatories of this Contract or their successors in office. The signatories of this Contract may meet promptly and confer in an effort to resolve such dispute. 11.17. Access and Records. Contractor will maintain accurate books and records in connection with the services provided under this Contract for thirty-six (36) months after end of this Contract, and provide the County with reasonable access to such book and records. 11.18. Audit. Contractor shall allow the County's Auditing Division, or an independent auditor hired by the County, to perform contract compliance audits with the authority to access all pertinent records and interview any Contractor Employee throughout the term of this Contract, and for a period of three years after final payment. 10.18.1 Contractor shall explain any audit finding, questionable costs, or other Contract compliance deficiencies to the County within thirty (30) business days of receiving the draft audit report. Contractor's written response shall include all necessary documents and information that refute the draft audit report, and an action plan to resolve the audit findings. A copy of the Contractor's response will be included in the final report, Failure by the Contractor to respond in writing within 30 business days shall be deemed acceptance of the draft audit report, and will be noted in the final report. 11.19. Technical Audit. The County may, from time to time, above and beyond receipt of regular reports, metrics and program management status briefings, conduct a technical audit of Contractor at the County's expense. The County will provide Contractor with five (5) business days advance notice of such audits. On -site technical audits of Amazon data center locations are not permitted. 11.20. Delegation/Subcontract/Assignment. Neither Party shall delegate, assign, or sublicense any obligations or rights under this Contract without the prior written consent of the other. Any assignment or transfer in violation of this Section 10.20 shall be void. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/22(v3) G2G CONTRACT NUMBER Page 27 46AKLANOF OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN . COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com 11.20.1. The rights and obligations under this Contract shall not be diminished in any manner by assignment, delegation or subcontract. 11.20.2. Any approved assignment, delegation, or sublicense by the either Party, must include a requirement that the assignee, delegee, or subcontractor will comply with the rights and obligations contained in this Contract. 11.203. The Contractor shall remain primarily liable for all work performed by any subcontractors. The Contractor shall remain liable to the County for any obligations under the Contract not completely performed by any Contractor delegee or subcontractor. 11.20.4. Should a Subcontractor fail to provide the established level of service and response, the Contractor shall contract with another agency for these services in a timely manner. Any additional costs associated with securing a competent subcontractor shall be the sole responsibility of the Contractor. 1 1.20-5. This Contract cannot be sold. 11.20..6. to the eventthat a -Petition in -Bankruptcy is filed and there is an assignment of this Contract by a Court, the County may declare this Contract null and void. 11.21. Non Exclusive Contract. No provision in this Contract limits, or is intended to limit, in any way the Contractor's right to offer and provide its services to the general public, other business entities, municipalities, or governmental agencies during or after the term of this Contract. Similarly, this Contract is a non-exclusive agreement and the County may freely engage other persons to perform the same work that the Contractor performs. Except as provided in this Contract, this Contract shall not be construed to guarantee the Contractor or any Contractor Employee any number of fixed or certain number or quantity of hours or services to be rendered to the County. 11.22. No Implied Waiver. Absent a written waiver, no act, failure, or delay by a Party to pursue or enforce any right or remedy under this Contract shall constitute a waiver of those rights with regard to any existing or subsequent breach of this Contract. No waiver of any term, condition, or provision of this Contract, whether by conduct or otherwise, in one or more instances, shall be deemed or construed as a continuing waiver of any term, condition, or provision of this Contract. No waiver by either Party shall subsequently affect its right to require strict performance of this Contract. 11.23. Severability. If a court of competent jurisdiction finds a term, condition, or provision of this Contract to be illegal or invalid, then the term, condition, or provision shall be deemed severed from this Contract. All other terms, conditions, and provisions of this Contract shall remain in full force and effect. Notwithstanding the above, if Contractor's promise to indemnify or hold the County harmless is found illegal or invalid, Contractor shall contribute the maximum it is permitted to pay by law toward the payment and satisfaction of any Claims against the County. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/22(v3) G2G CONTRACT NUMBER Page 28 40'AKRN1YF;;� 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 I purchasing@oakgov.com 11.24. Captions. The section and subsection numbers, captions, and any index to such sections and subsections contained in this Contract are intended for the convenience of the reader and are not intended to have any substantive meaning and shall not be interpreted to limit or modify any substantive provisions of this Contract. Any use of the singular or plural number, any reference to the male, female, or neuter genders, and any possessive or non -possessive use in this Contract shall be deemed the appropriate plurality, gender or possession as the context requires. 11.25. Notices. Notices given under this Contract shall be in writing and shall either be personally delivered, sent by express delivery service, certified mail, or first class U.S. mail postage prepaid, and addressed to the person listed below. Notice will be deemed given when one of the following occur: (1) the date of actual receipt; (2) the next business day when notice is sent express delivery service or personal delivery; or (3) three days after mailing first class or certified U.S. mail. This Section 10.24 will survive termination or expiration of this Contract. 11.25.1. If notice is sent to the Contractor, it shall be addressed to the address stated on the first page of this Contract. 11.25.2. If notice is sent to the County, it shall be addressed to the Contract Administrator stated on the signature page of this Contract. 11.25.3. Either Party may change the address or individual to which notice is sent by notifying the other party in writing of the change. 11.26. Contract Modifications or Amendments. Any modifications, amendments, rescissions, waivers, or releases to this Contract must be in writing and agreed to by both Parties. Unless otherwise agreed, the modification, amendment, rescission, waiver, or release shall be signed by an expressly authorized Contractor Employee and by the same person who signed the Contract for the County or other County Agent as authorized by the Oakland County Board of Commissioners. 11.27. Governing Laws/Consent to Jurisdiction and Venue. This Contract shall be governed, interpreted, and enforced by the laws of the State of Michigan. Except as otherwise required by law or court rule, any action brought to enforce, interpret, or decide any Claim arising under or related to this Contract shall be brought in the Sixth Judicial Circuit Court of the State of Michigan, the 50th District Court of the State of Michigan, or the United States District Court for the Eastern District of Michigan, Southern Division, as dictated by the applicable jurisdiction of the court. Except as otherwise required by law or court rule, venue is proper in the courts set forth above. The choice of forum set forth above shall not be deemed to preclude the enforcement of any judgment obtained in such forum or taking action under this Contract to enforce such judgment in any appropriate jurisdiction. 11.28. Entire Contract. This Contract represents the entire Contract and understanding between the Parties. This Contract supersedes all other prior oral or written understandings, communications, agreements or Contracts between the Parties. The OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/22(v3) G2G CONTRACT NUMBER Page 29 MOAKLANDFI C O U N T Y -MI C H I G A N COMPLIANCE OFFICE PURCHASING OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office j Purchasing 248-858-0511 1 purchasing@oakgov.com language of this Contract shall be construed as a whole according to its fair meaning, and not construed strictly for or against any Party. Contractor will not be bound by, and specifically objects to, any term, condition or other provision which is different from or in addition to the provisions of this Contract (whether or not it would materially alter this Contract) and which is submitted by the County in any order, receipt, acceptance, confirmation, correspondence or other document. The County specifically objects to any change in terms and conditions which is different from or in addition to the provisions of this Contract (whether or not it would materially alter this Contract) and which is submitted by Contractor in any order, receipt, acceptance, confirmation, correspondence or other document. 11.29. Execution in Counterparts. This Contract may be simultaneously executed in several counterparts and may be transmitted electronically or by facsimile. Each Counterpart shall be an original and all of them shall constitute but one and the same instrument. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/22(v3) G2G CONTRACT NUMBER Page 30 MOAKLANDPI_—,� OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY M c H I e a N COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com EXHIBIT I CONTRACTOR INSURANCE REQUIREMENTS 1. At all times during this Contract, including renewals or extensions, Contractor shall obtain and maintain insurance according to the following specifications: a. Commercial General Liability - with the following as minimum requirements: $3,000,000 — Each Occurrence (Total Limit) Occurrence Form Policy Broad Form Property Damage Premises/Operations Independent Contractors Products and Completed Operations (Blanket) Broad Form Contractual Personal -Injury ---Delete Contractual_ Exclusion_ --- _- Additional Insured: The County of Oakland and County Agents (as defined in this Contract); b. Workers' Compensation - as required by law and $500,000 Employer's Liability; c. Automobile Liability and Property Damage - $1,000,000 each occurrence, including coverage for all owned, hired and non -owned vehicles including No Fault coverage as required by law; d. Professional Liability/Errors & Omissions Insurance (as applicable) - with minimum limits of $1,000,000 per claim and $1,000,000 dollars aggregate. 2. General Certificates of Insurance: a. All Certificates of Insurance shall contain evidence of the following conditions and/or clauses and shall be sent to: The County of Oakland and County Agents, Oakland County Purchasing Division, 2100 Pontiac Lake Road, Bldg 41W, Waterford, MI 48328-0462 or fax 248-858-1677. b. The County of Oakland and County Agents (as defined in this Contract) shall be named as "General Liability" Additional Insured with respect to work performed by the Contractor. c. All Certificates are to provide 30 days written notice of material change, cancellation, or non - renewal. Certificates of Insurance or insurance binders must be provided no less than ten (10) working days before commencement of work to the Oakland County Purchasing Division. Insurance carriers are subject to the approval of Oakland County. Rev 2016/07/22(v3) G2G OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER Page 31 OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING EXHIBIT II Compliance Office I Purchasing 248-858-0511 1 purchasing@oakgov.com SCOPE OF CONTRACTOR'S SERVICES 1. SCOPE a) The prices, terms and conditions stated under this Scope of Work apply to initial and additional Professional Services and Cloud Services within the scope of this Contract. b) Additional Cloud Services available through this Contract are listed in Exhibit Ill. c) Contractor will provide services at the Contractors facility and/or at locations identified by the County or an Additional User, as agreed to by the Parties. d) Review service order request from County and provide requirements and costs. 2. COUNTY RESPONSIBILITIES A. --ORDERING County will use a blanket purchase order and individual purchase orders for ordering services under this Contract. Blanket Purchase Orders shall not extend beyond the end of the contract period unless agreed to by both Parties in writing; all services and delivery shall be made and the Contract terms and conditions shall continue in effect until the completion of the order. ii. County will send a service order containing detailed information, requirements and instructions to Contractor via email, after Contractor has reviewed the service order and sent County a quote with the costs and the requirements for obtaining the additional services, County will send a purchase order for the services it would like to receive.. B. INSPECTION OF SERVICES Upon notification of service order completion by Contractor, County will inspect and verify compliance with order. Following notice by Contractor that the service order has been completed, County shall have 30 days to review, test, and evaluate the work and inform the Contractor of its acceptance of the work as described in the Service Order, or conversely if the County reasonably believes that the work is not conforming to the service order, County will promptly notify Contractor and provide specific information about the deficiencies. Contractor shall have 7 days to fix, make repairs and bring the work into conformance. Notwithstanding the preceding sentence, if the non-conformance is the result of an incident that is beyond the Contractor's reasonable control, and, as result, Contractor cannot fix, make repairs or bring the work into conformance within 7 days, County will grant a reasonable extension of time. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/22(v3) G2G CONTRACT NUMBER Page 32 frOAKLANEFF OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON C O U N T Y M I C H I G A N COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com iii. Oakland County will designate an email address for receiving notices and reports identified in this scope of services and other reports that the Parties agree upon and will be responsible for reviewing and monitoring reports. 3. CONTRACTOR RESPONSIBILITIES A. DEPLOYMENT SERVICES Contractor will provide deployment services including requirements validation, solution design, implementation, testing, acceptance and deployment. Deployment Service will be implemented as specified in service order. a) Cloud Infrastructure Deployment Cloud Infrastructure includes all the components necessary to provide a cloud computing platform. The core components are the cloud computing virtual environment represented by the Virtual Private Cloud, the compute instances, the various storage options, Wide Area Network Services and security. I. VIRTUAL -PRIVATE CLOUD (VPC) Contractor wilt determine arrd-valiclate require,, e, .� with County to design, develop, test, and deploy Virtual Private Cloud (VPC). Assign IP addresses, create Access Lists, configure Network Address Translation (NAT), create and configure optional gateways for Internet. ii. COMPUTING: Contractor will determine and validate requirements with County to design, develop, test, and deploy computing capacity. iii. STORAGE: Contractor will determine and validate requirements with County to design, develop, test, and deploy appropriate storage capacity. iv. WAN SERVICES: Contractor will validate requirements with County to design, develop, test, and deploy WAN optimization. Setup and configure cloud Wide Area Network (WAN) Services as requested. v. BACKUP/ DR: Contractor will design and implement backup, disaster recovery, and continuity of operations plans (COOP) as requested vi. SECURITY: Contractor will design and deploy Intrusion Detection Service (IDS), firewall, demilitarized zone (DMZ), penetration testing, andvanced threat protection (ATP), anti- malware, anti -virus, and integrated security. vii. LICENSES: Contractor will maintain current, valid software licenses for Cloud and on premise deployments for County and Additional Users described in the Contract including up-to-date maintenance and support contracts as agreed upon by the Parties following notice as specified in the ordering document. All products and services included in Exhibit III are licensed to Contractor. Any future deployments could include new products and services which are not included in Exhibit 11 and for which Contractor will, at its discretion, obtain necessary licenses. Categories of licensing maintained by Contractor include: 1. Any licensing native to the AWS infrastructure as deployed OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/22(v3) G2G CONTRACT NUMBER Page 33 40'AKLAN1, OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 I purchasing@oakgov.com 2. Application licenses 3. WAN and Application Optimization 4. Storage, Backup, Archive and Disaster Recovery Software 5. Anti -Virus Software 6. Security Software b) Amazon Web Services (AWS) Application Platform Deployment Contractor deploys various types of application platforms in the cloud using AWS infrastructure. Contractor will work with the County to determine requirements validation, design, implement, test, and deployment of applications. i. OPERATING SYSTEM (OS) IMAGES: Contractor will prepare OS images as AMI (Amazon Machine Image). Based on Oakland County requirements, Contractor will validate software specifications requested, configure, test, and create AMI. ii. APPLICATION IMAGE BUILD: Contractor will prepare servers, validate functionality, and create images for application deployment. Applications include core applications such as MS-SharePoint-and-ancillary applications, such as Baekup-software,-security-softwar-e-or other software as designated by the build and server request. iii. OPERATING SYSTEM DEPLOYMENT: Contractor will deploy and configure the OS into the cloud computing environment, including server hardening. c) Application Deployment: Contractor will deploy applications into the cloud computing environment which may include AWS and non-AWS components. d) Hybrid Infrastructure Deployment: Contractor may be required to deploy hybrid based infrastructure that integrates both on - premise and cloud based platforms to boast efficiencies and leverage existing infrastructure. The hybrid deployments may consists of various different vendor components and licenses that may need to be sourced through this contract including but not limited to products listed in Exhibit III. B. OPERATIONS & MAINTENANCE SUPPORT: Contractor operations and maintenance support is intended to proactively monitor and facilitate the health and performance of the applications, infrastructure and third party value added tools and software that Contractor has implemented for County. a. General Description: i. Management of Software Assurance Service: Management of Software Assurance Service includes Systems and Application software patching. Contractor will provide an active anti -virus service running at all times for protection against malicious software. The anti -virus service must check for updates daily and must automatically apply the updates as they are made available. Anti -Virus OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/22(v3) G2G CONTRACT NUMBER Page 34 -90AKLAND" ` OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON C O U N T Y M I C H I G A N COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com software must have scans enabled and perform these scans weekly. Anti -virus software must be able to detect, remove and protect against malicious software. Anti -Virus software must create audit logs that are retained. Contractor will update the servers with the latest operating system security patches provided by the operating system manufacturer within 30 days of release. In the case of emergency and/or security patches, Contractor will notify Oakland County to discuss implementation schedule. ii. Backup and Disaster Recovery Operations: Contractor will develop an appropriate scheme for backup and restore of data. Contractor will perform continuous and periodic operations to support backup and DR contingency preparedness based upon a service order. Contractor will restore data based on requests from the County. Method of restoration will be determined on a case by case basis and by agreement of engineers from the two parties. Example: speed of restoration and/or cost effectiveness might make restoration of an entire machine preferable to restoration of a single file. a. Data Backup Process and Commitment i. Contractor will perform, at a minimum, daily backup during non -business hours on business days only. The County may alter schedule in accordance with its workload and business requirements by submitting a service order. ii. Contractor will provide reports of weekly restore testing. iii. Contractor will promptly rectify and notify County of any configuration or run time errors discovered. iii. Performance Monitoring and Reporting Contractor will perform continuous or periodic performance review of compute, storage, networking, and other resources. Contractor will provide a portal for on demand access to performance, Intrusion Detection Service (IDS) indicators and incident management data. Contractor will also provide automated monthly reports and ad -hoc reports on infrastructure performance, end user experience, including response times, as well as IDS indicators and incident management. iv. Security & Network Monitoring Access to County services and resources in the cloud are tightly controlled through Amazon's Identity Access Management tool. Contractor will perform continuous IDS and incident management services. Contractor will notify Oakland County of any incidents immediately upon discovery via Oakland County Service Center (248-858- 8812). OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/22(v3) G2G CONTRACT NUMBER Page 35 40,A�,ANO P COUNTY M I c IT I G A_N OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com V. Operations Specific Activities Related to Daily Operations: Contractor will: 1. Perform monthly test restores to validate backup and DR contingency preparedness. 2. Upon request from Oakland County, perform restore operations of data or infrastructure. 3. Notify Oakland County of any service interruptions outside of normal maintenance schedule. 4. Update any software that cannot be patched through automated functions on all hosted servers and workstations. 5. Verify computers, servers, and other infrastructure are correctly receiving/implementing updates. 6. Set up secure access for authorized users from computer, laptop, or a mobile device. 7. Diagnose why an authorized user can't access authorized service in (Exchange Email, SharePoint site, a web -site etc.) 8. Troubleshoot basic network incidents. 9. Inform users when there is scheduled maintenance of any system that may impact operations. 10. Proactively monitor IDS, firewall and remote connections in AWS. 11. Proactively patch AWS hosted workstation and server operating systems. 12. Proactively patch any AWS hosted Anti -virus installations. 13. Provide reporting based on customer request. 14. Provide incident after action report, and a prevention plan for the future for significant outages at customer request. 15. Provide Anti-malware scanning and incident management services. 16. Provide security configuration changes and updates requested by Oakland County or that are operationally necessary. 17. Facilitate scheduled annual penetration testing as standard security assurance and as part of security assurance requirements. Penetration tests may be performed through third parties who also provide test results to Contractor and the County. 18. Maintain certification and standards for FISMA, PCI, or HIPAA where required by service order. Contractor will employ standardized, industry best practices in maintaining certifications, controls and compliance. Rev 2016/07/22(v3) G2G OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER Page 36 frOAKLANOPPR C O U N T Y M I C H i G AN COMPLIANCE OFFICE PURCHASING OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office I Purchasing 248-858-0511 1 purchasing@oakgov.com b. Unauthorized Access/Disclosure or Theft of Countv Data. Contractor shall notify County immediately of becoming aware of an actual or suspected unauthorized access, disclosure, or theft of County Data. Contractor shall do the following: (1) take commercially reasonable measures to promptly cure the deficiencies relating to the security breach in order to secure County Data, and (2) comply with any applicable federal or state laws and regulations pertaining to unauthorized disclosures. c. 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. C. SUPPORT: Allservicesin the scope of this Contract will be supported by Contractor's support team. County will provide list of authorized personnel to act as Points of Contact with Contractor. Support is intended to address County trouble tickets for incidents arising from Contractor and AWS hosted applications, infrastructure, servers and third party value-added applications and tools built into the public body deployment. i. Support Services Support services to be provided by Contractor will include a. County access to Contractor Support via dedicated telephone number and online ticket management program. b. Review all County and Additional User tech support IT Help Tickets. Contractor will monitor and manage a customer -dedicated help queue in Ticketing System. c. County and Contractor will use the severity levels in Table 1 (below) to determine the scope, extent and urgency of an incident: d. County will include its estimate of the level of an incident's severity in its trouble ticket. Contractor will also evaluate the incident's level of severity. If the assessments differ by 2 or more levels, the County and Contractor will confer and establish a severity level. e. Contractor will provide a manual or automated email receipt acknowledging an incident in accordance with the Target Acknowledge Time referenced in the table below. Contractor maintains a separate support number 24 hours a day, seven (7) days a week for critical and high priority incidents (Levels 1 and 2 in the table below) that arise after business hours. They will be acknowledged immediately upon Contractor Support receiving the incident notification. f. Provide significant effort to resolve and remediate incidents in accordance with the Target Resolution Time referenced in the table below. g. Troubleshoot any infrastructure or application incidents. h. Provide weekly ticket reports. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/22(v3) G2G CONTRACT NUMBER Page 37 MOAKLANIYF� OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON C O U N T Y M I C H I G A N COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com i. Provide County Administrator password resets as needed. j. Inform Oakland County Service Center when there is scheduled or unscheduled maintenance at AWS or on any other system that may impact operations. TABLE 1: Severity Levels and Response Priority Response Target Target Contractor opens a Incident trouble ticket and first Resolution acknowledges incident Time within Immediate and sustained effort using all 10 Minutes 1 Hour 1-Critical necessary resources until resolved. 2-High Immediate assessment of situation. 30 Minutes 4 Hours Engage appropriate resources as necessary to meet service level target. 3-Normal Respond using standard procedures to 2 Hours 2 Days meet service level target. 4-Low Respond using standard procedures to 8 Hours 5 Days meet service level target when resources become available. Support Procedures County and Additional Users should use the following procedures to report a service support incident to Contractor's Support Center. Incidents requiring assistance must be reported to the Support Center, by the Points of Contact to the phone number, ticketing system, or email address provided below. Unless otherwise specified by the service order, the Support Center is staffed to provide support to the County during normal business hours of 8:30AM EST to 5:OOPM EST, Monday through Friday, excluding holidays. The Support Center can receive calls to report Service outages 24 hours a day, 7 days a week. County will provide Contractor with a list of Points of Contact and methods for reaching the designated Point of Contact assigned to assist Contractor in addressing the trouble ticket. TABLE 2: Contractor's Support Center Information Support Center Phone Number Support Center Email Address (844)243-2053 oakgov@yourstrategic.com OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/22(v3) G2G CONTRACT NUMBER Page 38 (a AND-= a COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING D. SERVICE COMMITMENTS OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office l Purchasing 248-858-0511 1 purchasing@oakgov.com i. Amazon Elastic Compute Cloud ("EC2"). Contractor will use commercially reasonable efforts to make Amazon EC2 available with an Annual Uptime Percentage of at least 99.95% during the Service Year. In the event that Amazon EC2 does not meet the Annual Uptime Percentage commitment, the County will be eligible to receive a Service Credit, as described in Section 7.1.1 below. a. Service Credits. If the Annual Uptime Percentage drops below 99.95% for the Service Year, the County is eligible to receive a Service Credit equal to 10% of their invoice for Amazon EC2 (excluding one-time payments made for Reserved Instances) for the Eligible Credit Period. The County may file a claim for service credit at any time that their Annual Uptime Percentage over the trailing 365 days drops below 99.95%. Contractor will apply any Service Credits only against the County's future Amazon EC2 payments otherwise due. Service Credits shall not entitle the County to any refund or other payment from Contractor. A Service Credit will be applicable and issued only if the credit amount for the applicable monthly billing cycle_ is greater_ than One_dollar_($1_ USD). Service -Credits -may not be transferred or applied to any other account. Unless otherwise provided in this Contract, the County's sole and exclusive remedy for any unavailability or non-performance of Amazon EC2 or other failure by Contractor to provide Amazon EC2 is the receipt of a Service Credit in accordance with the terms of this Section 7.1 or termination of the County's use of Amazon EC2. b. Credit Request and Payment Procedures. To receive a Service Credit, the County must submit a request by sending an e-mail to: oakgov@yourstrategic.com. To be eligible, the credit request must (i) include your account number in the subject of the e-mail message; (ii) include, in the body of the e-mail, the dates and times of each incident of Region Unavailable that the County claims to have experienced, including instance IDs of the instances that were running and affected during the time of each incident; (iii) include the County's server request logs that document the errors and corroborate the County's claimed outage; and (iv) be received by Contractor within thirty (30) business days of the last reported incident contained in the County's claim. If the Annual Uptime Percentage of such request is confirmed by the Contractor and is less than 99.95% for the Service Year, then Contractor will issue the Service Credit to the County within one billing cycle following the month in which the request occurred. The County's failure to provide the request and other information as required in this section 7.1.2 will disqualify the County from receiving a Service Credit. ii. Amazon Simple Storage Service ("Amazon S3"). Contractor will use commercially reasonable efforts to make Amazon S3 available with a Monthly Uptime Percentage of at least 99.9% during any monthly billing cycle. In the event that Contractor does not meet the Service Commitment, the County will be eligible to receive a Service Credit as described in Section 7.2.1 below. a. Service Credits. Service Credits are calculated as a percentage of the total charges paid by OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/22(v3) G2G CONTRACT NUMBER Page 39 MOAKLANDT_:;_;� OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON CO U NTY M I C H I G AN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-85M511 I purchasing@oakgov.com the County for Amazon S3 for the billing cycle in which the error occurred. If the Monthly Uptime Percentage is equal to or greater than 99%, but less than 99.9%, the County will be entitled to a Service Credit of 10% of the total charges paid by the County for Amazon S3 for the billing cycle in which the error occurred. If the Monthly Uptime Percentage is less than 99%, the County will be entitled to a Service Credit of 25% of the total charges paid by the County for Amazon S3 for the billing cycle in which the error occurred. Contractor will apply any Service Credits only against the County's future Amazon S3 payments otherwise due. Service Credits shall not entitle the County to any refund or other payment from Contractor. A Service Credit will be applicable and issued only if the credit amount for the applicable monthly billing cycle is greater than one dollar ($1 USD). Service Credits may not be transferred or applied to any other account. Unless otherwise provided in this Contract, the County's sole and exclusive remedy for any unavailability or non-performance of Amazon S3 or other failure by Contractor to provide Amazon S3 is the receipt of a Service Credit in accordance with the terms of this Section 7.2 or termination of the County's use of Amazon S3. b. Credit Request and Payment Procedures. To receive a Service Credit, the County must submit a request by sending an e-mail to oakgov@yourstrategic.com. To be eligible, the credit request must (i) include your account number in the subject of the e-mail message; (ii) include, in the body of the e-mail, the dates and times of each incident of non -zero Error Rates that the County claims to have experienced; (iii) include the County's server request logs that document the errors and corroborate the County's claimed outage; and (iv) be received by Contractor within ten (10) business days of the last reported incident contained in the County's claim. If the Monthly Uptime Percentage of such request is confirmed by the Contractor and is less than 99.9%, then Contractor will issue the Service Credit to the County within one billing cycle following the month in which the error occurred. The County's failure to provide the request and other information as required in this section 7.2.2 will disqualify the County from receiving a Service Credit. iii. Contractor's Managed Services. Contractor will use commercially reasonable efforts to make Contractor's Managed Services, as described in Exhibit II, available with a Monthly Uptime Percentage of at least 99.5% during any monthly billing cycle. In the event that Contractor does not meet the Service Commitment, the County will be eligible to receive a Service Credit as described in Section 7.3.1 below. a. Service Credits. Service Credits are calculated as a percentage of the total charges paid by the County for Contractor's Managed Services for the billing cycle in which the error occurred. If the Monthly Uptime Percentage is equal to or greater than 99.5%, but less than 99.9%, the County will be entitled to a Service Credit of 10% of the total charges paid by the County for Contractor Managed services for the billing cycle in which the error occurred. If the Monthly Uptime Percentage is less than 99%, the County will be entitled to a Service Credit of 15% of the total charges paid by the County for Contractor managed services for the billing cycle in which the error occurred. Contractor will apply any Service Credits only against the County's future Contractor Managed Services payments otherwise due. Service OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/22(v3) G2G CONTRACT NUMBER Page 40 40AKLAN11W OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY M ICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com Credits shall not entitle the County to any refund or other payment from Contractor. A Service Credit will be applicable and issued only if the credit amount for the applicable monthly billing cycle is greater than one dollar ($1 USD). Service Credits may not be transferred or applied to any other account. Unless otherwise provided in this Contract, the County's sole and exclusive remedy for any unavailability or non-performance of Contractor Managed Services or other failure by Contractor to provide Contractor's Managed Services is the receipt of a Service Credit in accordance with the terms of this Section 7.3 or termination of the County's use of Contractor's Managed Services. b. Credit Request and Payment Procedures. To receive a Service Credit, the County must submit a request by sending an e-mail to oakgov@yourstrategic.com. To be eligible, the credit request must (i) include your account number in the subject of the e-mail message; (ii) include, in the body of the e-mail, the dates and times of each incident of non -zero Error Rates that the County claims to have experienced; (iii) include the County's server request logs that document the errors and corroborate the County's claimed outage; and (iv) be received by Contractor within ten (10) business days of the last reported incident contained in the County's clalm._If_the_ Monthly Uptime_Percentage of such request is confirmed by the Contractor and is less than 99.9%, then Contractor will issue the Service Credit to the County within one billing cycle following the month in which the error occurred. The County's failure to provide the request and other information as required in this section 7.3.2 will disqualify the County from receiving a Service Credit. iv. Exclusions. The Service Commitments do not apply to any unavailability, suspension, termination or any other performance issues of Amazon EC2, Amazon S3 or Contractor's Managed Services: (i) that result from a Temporary Suspension as described in Section 3 of this Contract; (ii) caused by factors outside of Contractor's reasonable control, including any force majeure event or Internet Access or related incidents beyond the demarcation point of Amazon EC2, Amazon S3 or Contractor's Managed Services; (iii) that result from any actions or inactions by the County or any third party; (iv) that result from the County's equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within Contractor's direct control); (v) that result from failures of individual instances not attributable to Region Unavailability of Amazon EC2; or (vi) arising from the suspension and termination of the County's right to use Amazon EC2, Amazon S3 or Managed Services in accordance with this Contract. If availability is impacted by factors other than those explicitly listed in this Contract, Contractor may issue a Service Credit considering such factors in our sale discretion. E. MANAGEMENT AND REPORTING: Program Management: Contractor will provide best practice program controls, performance measures and reporting protocols. The program management structure will be established in writing at the outset of the engagement and amended as required throughout the life of the Contract. Rev 2016/07/22(v3) G2G OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER Page 41 40'AUANDF-- COUNTY M C H I G A N OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 urchasin I p g@oakgov com Specific management and reporting components will be determined in conjunction with County personnel, and could include a. Monthly Status Conference Call to Deliver Status Report. b. Quarterly Service Level Agreement Assessment. c. Weekly Ticket Report via Email — Format and Reporting Elements d. Monthly Ticket Category by Location. e. Monthly Time to Resolution by Category. f. Monthly Time to Resolution by Category by Location. g. Monthly Ticket Trend Report h. Monthly Budget history and trend projections forward Monthly Customer Billing Reports 4. PRICING a) Contractor pricing for cloud implementation and ongoing operations and maintenance -- - support -is_based_on several factors -including Countv requirements, complexity and degree of ongoing support required or requested by the County. All pricing on any purchase order or purchase order confirmation shall include the cost of maintenance and support for the identified services. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/22(v3) G2G CONTRACT NUMBER Page 42 fOAKLANOP COUNTY MICHIGAN OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 I purchasing@oakgov.com EXHIBIT III CATALOGUE OF PRODUCTS AND SERVICES The catalogue of products and services are being provided as a representation of what can be sourced and deployed though this contract. This list is not all inclusive and additional services or products that fail under public and private cloud/on-premise infrastructure solutions can be sourced by request of customer. Additional services include products and components for enterprise applications, storage solutions, backup and disaster recovery solutions and support cloud bursting capacity requirements. These products and components include Computing, Storage & Content Delivery, Networking, Security, Deployment and Management and Application Services. AMAZON WEB SERVICES COMPUTE---- - -- Amazon EC2 Amazon Elastic Compute Cloud (Amazon EC2) is a web service that provides resizable computing capacity —literally, servers in Amazon's data centers —that you use to build and host your software systems. For additional description see: http://aws.amazon.com/documentation/ec2/ Amazon EC2 Container Registry Amazon EC2 Container Registry (ECR) is a fully -managed Docker container registry that makes it easy for developers to store, manage, and deploy Docker container images. For additional description see: http://aws.amazon.com/documentation/ecr/ Amazon EC2 Container Service Amazon EC2 Container Service is a highly scalable, high- performance container management service that supports Docker containers and allows you to easily run distributed applications on For additional description see: http://aws.amazon.COM/ecs/fags/ AWS Elastic Beanstalk AWS Elastic Beanstalk is an easy -to -use service for deploying and scaling web applications and services developed with Java, .NET, PHP, Node.js, Python, Ruby, Go, and Docker on familiar servers such as Apache, Nginx, Passenger, and IIS. For additional description see: https://aws.amazon.com/documentation/elastic-beanstalk/ AWS Lambda AWS Lambda is a compute service that runs your code in response to events and automatically manages the compute resources for you, making it easy to build applications that respond quickly to new information. For additional description see: http://aws.amazon.com/documentation/lambda/ OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/22(v3) G2G CONTRACT NUMBER Page 43 40AKLAN1Wo OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 I purchasing@oakgov.com Auto Scaling Auto Scaling is a web service designed to launch or terminate Amazon EC2 instances automatically based on user -defined policies, schedules, and health checks. For additional description see: http://aws.amazon.com/documentation/autoscaling/ Elastic Load Balancing Elastic Load Balancing automatically distributes your incoming application traffic across multiple Amazon EC2 instances. For additional description see: http://aws.amazon.com/documentation/elasticloadbalancing/ NETWORKING Amazon VPC Amazon Virtual Private Cloud (Amazon VPC) enables you to launch AWS resources into a virtual network that you've defined. This virtual network closely resembles a traditional network that you'd operate in your own data center, with the benefits of using the scalable infrastructure o-FAWS: For additional description see: http://aws.amazon.com/documentation/vpc/ Amazon Route 53 Amazon Route 53 is a highly available and scalable Domain Name System (DNS) web service. For additional description see: http://aws.amazon.COM/documentation/route53/ AWS Direct Connect AWS Direct Connect links your internal network to an AWS Direct Connect location over a standard 1 GB or 10 GB Ethernet fibrotic cable. For additional description see: http://aws.amazon.com/documentation/directconnect/ STORAGE AND CONTENT DELIVERY Amazon S3 Amazon Simple Storage Service (Amazon S3) is storage for the Internet. You can use Amazon S3 to store and retrieve any amount of data, at any time, from anywhere on the web. For additional description see: http://aws.amazon.com/documentation/s3/ Amazon Glacier Amazon Glacier is a storage service optimized for infrequently used data, or "cold data." The service provides secure, durable, and extremely low-cost storage for data archiving and backup. With Amazon Glacier, you can store your data cost effectively for months, years, or even decades. For additional description see: http://aws.amazon.com/documentation/glacier/ Amazon EBS Amazon Elastic Block Store (Amazon EBS) provides block -level storage volumes for use with Amazon OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/22(v3) G2G CONTRACT NUMBER Page 44 TOAKLANOP OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COU N T Y MICHIGAN COMPLIANCE OFFICE Compliance Office ( Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com EC2 instances. Amazon EBS volumes are highly available and reliable storage volumes that can be attached to any running instance that is in the same Availability Zone. For additional description see: http://docs.aws.amazon.com/AW SEC2/latest/UserGu ide/AmazonEBS.html Amazon Cloud Front Amazon CloudFront is a content delivery web service. It integrates with other AWS cloud services to give developers and businesses an easy way to distribute content to end users with low latency, high data transfer speeds, and no commitments. For additional description see: http://aws.amazon.com/documentation/cloudfront/ AWS Import/Export AWS Import/Export accelerates transferring large amounts of data between the cloud and portable storage devices that you mail to us. AWS transfers data directly onto and off of your storage devices using Amazon's high-speed internal network. For additional description see: http://aws.amazon.com/documentation/importexport/ AWS Storage Gateway AWS Storage Gateway is a service that connects an on -premises software appliance with cloud -based storage to provide seamless and secure integration between your on -premises IT environment and AWS's storage infrastructure. For additional description see: http://aws.amazon.com/documentation/storagegateway/ AWS Elastic File System Amazon Elastic File System (Amazon EFS) provides simple, scalable file storage for use with Amazon EC2 instances in the AWS Cloud. Amazon EFS is easy to use and offers a simple interface that allows you to create and configure file systems quickly and easily. For additional description see: https://aws.amazon.com/documentation/efs/ DATABASES Amazon RDS Amazon Relational Database Service (Amazon RDS) is a web service that makes it easier to set up, operate, and scale a relational database in the cloud. It provides cost-efficient, resizable capacity for an industry -standard relational database and manages common database administration tasks. Database engines available through Amazon RDS include Amazon Aurora, MySQL, Oracle, Microsoft SQL Server, and PostgreSQL. For additional description see: http://aws.amazon.com/documentation/rds/ Amazon DynamoDB Amazon DynamoDB is a fully managed NoSQL database service that provides fast and predictable performance with seamless scalability. You can use Amazon DynamoDB to create a database table that can store and retrieve any amount of data, and serve any level of request traffic. Amazon DynamoDB automatically spreads the data and traffic for the table over a sufficient number of servers to handle OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/22(v3) G2G CONTRACT NUMBER Page 45 40AKLAN075 OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON C O U N T Y M I C H I G AN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com the request capacity specified by the customer and the amount of data stored, while maintaining consistent and fast performance. For additional description see: http://aws.amazon.com/documentation/dynamodb/ Amazon Redshift Amazon Redshift is a fast, fully managed, petabyte-scale data warehouse solution that makes it simple and cost-effective to efficiently analyze all your data using your existing business intelligence tools. For additional description see: http://aws.amazon.com/documentation/redshift/ Amazon ElastiCache Amazon ElastiCache is a web service that makes it easy to set up, manage, and scale distributed, in - memory cache environments in the cloud. It provides a high-performance, resizable, and cost-effective in -memory cache, while removing the complexity associated with deploying and managing a distributed cache environment. For additional description see: http://aws.amazon.com/documentation/elasticache/ AWS Database Migration Service AWS Database Migration Service helps you migrate databases to AWS easily and securely. The source database remains fully operational during the migration, minimizing downtime to applications that rely on the database. For additional description see: https:Haws.amazon.com/documentation/dms/ ANALYTICS Amazon EMR Amazon Elastic MapReduce (Amazon EMR) is a web service that makes it easy to process large amounts of data efficiently. Amazon EMR uses Hadoop processing combined with several AWS products to perform such tasks as web indexing, data mining, log file analysis, machine learning, scientific simulation, and data warehousing. For additional description see: http://aws.amazon.com/documentation/elasticmapreduce/ Amazon Kinesis Amazon Kinesis is a managed service that scales elastically for real-time processing of streaming big data. The service takes in large streams of data records that can then be consumed in real time by multiple data processing applications that can be run on Amazon EC2 instances. The data processing applications use the Amazon Kinesis Client Library and are called "Amazon Kinesis applications." For additional description see: http://aws.amazon.com/documentation/kinesis/ AWS Data Pipeline AWS Data Pipeline is a web service that helps you reliably process and move data between different AWS compute and storage services as well as on -premises data sources at specified intervals. For additional description see: http://aws.amazon.com/documentation/data-pipeline/ OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/22(v3) G2G CONTRACT NUMBER Page 46 COMPLIANCE OFFICE PURCHASING Amazon Elasticsearch Service OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office I Purchasing 248-858-0511 1 purchasing@oakgov.com Amazon Elasticsearch Service is a managed service that makes it easy to deploy, operate, and scale Elasticsearch in the AWS Cloud. Elasticsearch is a popular open -source search and analytics engine for use cases such as log analytics, real-time application monitoring, and click stream analytics. For additional description see: http://docs.aws.amazon.com/elasticsearch- service/latest/deveIoperguide/what-is-amazon-elasticsearch-service.htmI Amazon Machine Learning Amazon Machine Learning is a service that makes it easy for developers of all skill levels to use machine learning technology. Amazon Machine Learning provides visualization tools and wizards that guide you through the process of creating machine learning (ML) models without having to learn complex ML algorithms and technology. For additional description see: https://aws.amazon.com/machine-learning/faqs/ Amazon QuickSight - --- - --- - - - ---------- ------------ Amazon QulckSlg t Is - a veryast, cloud -powered business intelligence (BI) service that makes it easy for all employees to build visualizations, perform ad -hoc analysis, and quickly get business insights from their data. For additional description see: https://aws.amazon.com/quicksight/faqs/ ADMINISTRATION AND IDENTITY AWS Identity & Access Management AWS Identity and Access Management (IAM) is a web service that enables AWS customers to manage users and user permissions in AWS. For additional description see: http://aws.amazon.com/documentation/iam/ AWS Directory Service AWS Directory Service is a managed service that allows you to connect your AWS resources with an existing on -premises Microsoft Active Directory or to set up a new, stand-alone directory in the AWS cloud. For additional description see: http://aws.amazon.com/documentation/directory-service/ AWS CloudHSM AWS CloudHSM provides secure cryptographic key storage to customers by making Hardware Security Modules (HSMs) available in the AWS cloud. For additional description see: http://aws.amazon.com/documentation/cioudhsm/ AWS Key Management Service AWS Key Management Service (KMS) is a managed service that makes it easy for you to create and control the encryption keys used to encrypt your data and uses Hardware Security Modules (HSMs) to protect the security of your keys. AWS KMS is integrated with other AWS cloud services including Amazon EBS, Amazon S3, and Amazon Redshift. AWS KMS is also integrated with AWS ClouclTrail to provide you with logs of all key usage to help meet your regulatory and compliance needs. For OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/22(v3) G2G CONTRACT NUMBER Page 47 4O'A K LA N D OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN , COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com additional description see: http://aws.amazon.com/documentation/kms/ AWS Certificate Manager AWS Certificate Manager is a service that lets you easily provision, manage, and deploy Secure Sockets Layer/Transport Layer Security (SSL/TLS) certificates for use with AWS services. For additional description see: https://aws.amazon.com/documentation/acm/ Amazon Inspector Amazon Inspector is an automated security assessment service that helps improve the security and compliance of applications deployed on AWS. For additional description see: https://aws.amazon.com/documentation/inspector/ AWS WAF — Web Application Firewall AWS WAF is a web application firewall that helps protect your web applications from common web exploits that could affect application availability, compromise security, or consume excessive resources. AWS WAF gives you control over which traffic to allow or block to your web applications by defining customizable web security rules. For additional description see: https:Haws.amazon.com/waf/faq/ DEVELOPER TOOLS AWS CodeCommit AWS CodeCommit is a fully -managed source control service that makes it easy for companies to host secure and highly scalable private Git repositories. For additional description see: https://aws.amazon.com/documentation/codecommit/ AWS CodeDeploy AWS CodeDeploy is a service that automates code deployments to any instance, including Amazon EC2 instances and instances running on -premises. For additional description see: http://aws.amazon.com/documentation/codedeploy/ AWS CodePipeline AWS CodePipeline is a continuous delivery service for fast and reliable application updates. CodePipeline builds, tests, and deploys your code every time there is a code change, based on the release process models you define. For additional description see: https:Haws.amazon.com/documentation/codepipeline/ AWS Command Line Interface The AWS Command Line Interface (CLI) is a unified tool to manage your AWS services. With just one tool to download and configure, you can control multiple AWS services from the command line and automate them through scripts. For additional description see: https:Haws.amazon.com/documentation/cli/ Rev 2016/07/22(v3) G2G OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER Page 48 40AKLANDF C O U N T Y M I C H I G AN COMPLIANCE OFFICE PURCHASING OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office I Purchasing 248-858-0511 1 purchasing@oakgov.com MANAGEMENT TOOLS Amazon ClouclWatch Amazon Cloud Watch is a monitoring service for AWS cloud resources and the applications you run on AWS. You can use Amazon CloudWatch to collect and track metrics, collect and monitor log files, set alarms, and automatically react to changes in your AWS resources. For additional description see: https://aws.amazon.com/documentation/cloudwatch/ AWS Cloud Formation AWS Cloud Formation gives developers and systems administrators an easy way to create and manage a collection of related AWS resources, provisioning and updating them in an orderly and predictable fashion. For additional description see: https://aws.amazon.com/cloudformation/faqs/ AWS ClouclTrail AWS CloudTrail is a web service that records AWS API calls for your account and delivers log files to ------- ------- ----------- you. The recorded information includes the identity of the API caller, the time of the-API-caii, the source IP address of the AN caller, the request parameters, and the response elements returned by the AWS service. For additional description see: https:Haws.amazon.com/documentation/cloudtrail/ AWS Config AWS Config is a fully managed service that provides you with an AWS resource inventory, configuration history, and configuration change notifications to enable security and governance. For additional description see: http://aws.amazon.com/documentation/config AWS Management Console Access and manage Amazon Web Services through a simple and intuitive web -based user interface. You can also use the AWS Console mobile app to quickly view resources on the go. For additional description see: http://aws.amazon.com/documentation/ AWS OpsWorks AWS OpsWorks is a configuration management service that helps you configure and operate applications of all shapes and sizes using Chef. For additional description see: https://aws.amazon.com/documentation/opsworks/ AWS Service Catalog AWS Service Catalog allows organizations to create and manage catalogs of IT services that are approved for use on AWS. These IT services can include everything from virtual machine images, servers, software, and databases to complete multi -tier application architectures. For additional description see: http://aws.amazon.com/documentation/servicecatalog/ AWS Application Discovery Service OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/22(v3) G2G CONTRACT NUMBER Page 49 CAKLANOF " 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 248-858-0511 I purchasing@oakgov.com AWS Application Discovery Service helps Systems Integrators quickly and reliably plan application migration projects by automatically identifying applications running in on -premises data centers, their associated dependencies, and their performance profile. For additional description see: https://aws,amazon.com/documentation/application-discovery/ AWS Trusted Advisor An online resource to help you reduce cost, increase performance, and improve security by optimizing your AWS environment, Trusted Advisor provides real time guidance to help you provision your resources following AWS best practices. INTERNET OF THINGS AWS IoT AWS IoT is a managed cloud platform that lets connected devices easily and securely interact with cloud applications and other devices. AWS IoT can support billions of devices and trillions of messages, and can process and route those messages to AWS endpoints and to other devices reliably and securely. For additional description see: https://aws.amazon.com/iot/fags/ MOBILE SERVICES AWS Mobile Hub AWS Mobile Hub lets you easily add and configure features for your mobile apps, including user authentication, data storage, backend logic, push notifications, content delivery, and analytics. For additional description see: https://aws.amazon.com/mobile/getting-started/ Amazon API Gateway Amazon API Gateway is a fully managed service that makes it easy for developers to create, publish, maintain, monitor, and secure APIs at any scale. For additional description see: https://aws.amazon.com/api-gateway/faqs/ Amazon Cognito Amazon Cognito lets you easily add user sign-up and sign -in to your mobile and web apps. With Amazon Cognito, you also have the options to authenticate users through social identity providers such as Facebook, Twitter, or Amazon, with SAML identity solutions, or by using your own identity system. For additional description see: http://aws.amazon.com/cognito/faqs AWS Device Farm AWS Device Farm allows the user to improve the quality of your iOS, Android, and web applications by testing against real phones and tablets in the AWS Cloud. Amazon Mobile Analytics With Amazon Mobile Analytics, you can measure app usage and app revenue. By tracking key trends such as new vs. returning users, app revenue, user retention, and custom in-app behavior events, you can make data -driven decisions to increase engagement and monetization for your app. For additional OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/22(v3) G2G CONTRACT NUMBER Page 50 COAKLAN015F COUNTY MICH I G AN OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 I purchasing@oakgov,com description see: https:Haws.amazon.com/mobileanalytics/faqs/ AWS Mobile SDK The AWS Mobile SDK helps you build high quality mobile apps quickly and easily. It provides easy access to a range of AWS services, including Amazon Lambda, S3, DynamoDB, Mobile Analytics, Machine Learning, Elastic Load balancing, Auto Scaling and more. Amazon Simple Notification Service (SNS) Amazon Simple Notification Service (SNS) delivers messages instantly to applications or users and eliminate polling in your apps. For additional description see: http://aws.amazon.com/sns/fags/ APPLICATION SERVICES Amazon AppStream Amazon AppStream enables you to stream your existing Windows applications from the cloud, reaching more users on more devices, without code modifications. For additional description see: https://aws.amazon.com/appstream/faqs/ -- -------- ------------- Amazon CloudSearch Amazon CloudSearch is a managed service in the AWS Cloud that makes it simple and cost-effective to set up, manage, and scale a search solution for your website or application. For additional description see: https:Haws.amazon.com/cloudsearch/faqs/ Amazon Elastic Transcoder Amazon Elastic Transcoder is media transcoding in the cloud. It is designed to be a highly scalable, easy to use and a cost effective way for developers and businesses to convert (or "transcode") media files from their source format into versions that will playback on devices like smartphones, tablets and PCs. For additional description see: https:Haws.amazon.com/documentation/elastictranscoder/ Amazon SES Amazon Simple Email Service (Amazon SES) is a cost-effective email service built on the reliable and scalable infrastructure that Amazon.com developed to serve its own customer base. For additional description see: https://aws.amazon.com/documentation/ses/ Amazon Simple Queue Service (SQS) Amazon Simple Queue Service (SQS) is a fast, reliable, scalable, fully managed message queuing service. SQS makes it simple and cost-effective to decouple the components of a cloud application. For additional description see: https:Haws.amazon.com/documentation/sqs/ Amazon Simple Workflow Service (SWF) Amazon SWF helps developers build, run, and scale background jobs that have parallel or sequential steps. You can think of Amazon SWF as a fully -managed state tracker and task coordinator in the Cloud. For additional description see: https://aws.amazon.com/documentation/swf/ OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/22(v3) G2G CONTRACT NUMBER Page 51 COMPLIANCE OFFICE PURCHASING ENTERPRISE APPLICATIONS Amazon WorkSpaces OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office I Purchasing 248-858-0511 1 purchasing@oakgov.com Amazon WorkSpaces is a full managed, secure desktop computing service which runs on the AWS cloud. Amazon WorkSpaces allows you to easily provision cloud -based virtual desktops and provide your users access to the documents, applications, and resources they need from any supported device, including Windows and Mac computers, Chromebooks, iPads, Kindle Fire tablets, and Android tablets. With just a few clicks in the AWS Management Console, you can deploy high -quality cloud desktops for any number of users at a cost that is competitive with traditional desktops and half the cost of most Virtual Desktop Infrastructure (VDI) solutions. For additional description see: https:Haws.amazon.com/workspaces/resources/ Amazon WorkDocs Amazon WorkDocs is a fully managed, secure enterprise storage and sharing service with strong administrative controls and feedback capabilities that improve user productivity. For additional description see: http:/ aws.amazon:com/documentation/workdocs/ -- ----------- Amazon WorkMail Amazon WorkMail is a secure, managed business email and calendar service with support for existing desktop and mobile email clients. For additional description see: https://aws.amazon.com/workmail/documentation/ .' IG SECURITY Barracuda Essentials for Office 365 Barracuda Essentials provides critical multi -layer security, archiving, and backup for Office 36S allowing organizations to prepare, migrate, and operate faster, safer, and more efficiently in Office 365. For additional description see: https://www. ba rra cu da.com/assets/d ocs/d m s/Ba rracu d a_Essenti a ls_Office_365_DS_U S. pdf Barracuda Email Security Gateway Barracuda's Email Security Service protects your organization with comprehensive, scalable and affordable multi -layer security whether you use on -premises email or a cloud -hosted email system like Office 365. For additional description see: https://www. barracuda.com/assets/dots/dms/Barracuda_Email_Security_Service_DS_US.pdf Barracuda NextGen Firewall F The Barracuda F-Series Firewall delivers scalable, efficient configuration and lifecycle management across dispersed networks, and performance to business -critical applications. For additional description see: OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/22(v3) G2G CONTRACT NUMBER Page 52 46AKLANI C O U N T Y M I C H I G AN COMPLIANCE OFFICE PURCHASING OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office I Purchasing 248-858-0511 1 purchasing@oakgov.com https://www. barracuda.com/assets/docs/dms/Barracuda_NextGen_FirewaII_F_DS_US.pdf Barracuda NextGen Firewall S The S-Series is designed for companies that need to securely and cost-effectively connect large numbers of remote devices like Automated Teller Machines (ATMs), point -of -sale kiosks, wind power stations, networked industrial machines or even very small offices. For additional description see: https://www.barracuda.com/assets/docs/dms/Ba rracuda_NextGen_Firewaf l_S_DS_US. pdf Barracuda Web Application Firewall The Barracuda Web Application Firewall is the ideal solution for organizations looking to protect web applications from data breaches and defacement. With the Barracuda Web Application Firewall, administrators do not need to wait for clean code or even know how an application works to secure their applications. For additional description see: https://www.barracuda.com/assets/docs/dms/Barracuda_Web_Application_Firewal(_DS_US.pdf -------- -- CudaCam CudaCam is a complete cloud -based video surveillance solution that captures high quality video images in almost any situation and records to Barracuda's secure cloud. The video is automatically encrypted and can be viewed from any web browser or mobile device. For additional description see: https://www.barracuda.com/assets/docs/dms/CudaCam_Overview 2016.pdf STORAGE Barracuda Backup Barracuda Backup is a unified, cost-effective data protection solution for protecting physical, virtual, and SaaS environments. Simple to deploy and easy to manage, Barracuda Backup supports scalable retention and offsite disaster recovery to the Barracuda Cloud with Unlimited Cloud Storage or between sites for private replication. For additional description see: https://www.barracuda.COM/assets/docs/dms/Barracuda_Backup_DS_US.pdf Barracuda Message Archiver The Barracuda Message Archiver is ideal for organizations looking to reduce their email storage requirements and boost user productivity with mobile or desktop access to any email ever sent or received. The cloud -connected appliance uses the Barracuda Cloud to move information to the cloud as a secondary tier of storage. For additional description see: https://www.barracuda.com/assets/docs/dms/Barracuda_Message_Archiver_DS_US.pdf APPLICATION DELIVERY Barracuda Load Balancer ADC Barracuda Load Balancer ADC provides maximum flexibility for organizations looking to build highly secure and scalable application infrastructure, whether it's deployed on -premises or in the cloud. For additional description see: OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/22(v3) G2G CONTRACT NUMBER Page 53 46AKILSAO' ` 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 24B-858-0511 1 purchasing @oakgov.com https://www. barracuda. com/assets/docs/dms/Barracuda_Load_BaIancer_ADC_DS_US. pdf MICROSOFT AZURE COMPUTE Microsoft Azure Virtual Machines With support for Linux, Windows Server, SQL Server, Oracle, IBM, and SAP, Azure Virtual Machines gives you the flexibility of virtualization for a wide range of computing solutions —development and testing, running applications, and extending your datacenter. For additional description see: https:Hazure.microsoft.com/en-us/documentation/services/virtual-machines/ Microsoft Azure Virtual Machine Scale Set Microsoft Azure Virtual Machine Scale Set will allow the user to auto scale their virtual machines for high availability. For additional description see: https://azure.microsoft.com/en- us/documentation/services/virtual-machine-scale-sets/ Microsoft Azure Cloud Services Microsoft Azure Cloud Services allows the user to deploy highly -available, infinitely -scalable applications and APIs. For additional description see: https://azure.microsoft.com/enus/documentation/services/cloud-services/ Microsoft Azure Batch Microsoft Azure Batch is a cloud -scale job scheduling and compute management platform. https://azure.microsoft.com/en-us/documentation/services/batch/ Microsoft Azure RemoteApp Microsoft Azure RemoteApp allows for app delivery from the cloud with no hassle. For additional description see: https://azure.microsoft.com/en-us/documentation/services/remoteapp/ Microsoft Azure Service Fabric Microsoft Azure Service Fabric is a proven platform to build and operate while always staying scalable. For additional description see: https://azure.microsoft.com/en-us/documentation/services/service- fabric/ Microsoft Azure Container Service Microsoft Azure Container Service allows the user to deploy and manage containers using the tools they choose. For additional description see: https:Hazure.microsoft.com/en- us/documentation/services/container-service/ WEB & MOBILE Microsoft Azure App Services OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/22(v3) G2G CONTRACT NUMBER Page 54 a qO'AKLANIW OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON CO U NTY M I C H I G AN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com App Service is a cloud platform to build powerful web and mobile apps that connect to data anywhere, in the cloud or on -premises. For additional description see: https://azure.microsoft.com/en- us/documentation/services/app-service/ Microsoft Azure API Management Microsoft Azure API Management allows the user to publish, manage, secure, and analyze their APIs in minutes. For additional description see: https://azure.microsoft.com/en- us/documentation/services/a pi -management/ Microsoft Azure Notification Hubs Microsoft Azure Notification Hubs gives the user access to send push notifications to any platform from any backend with easy and limitless scalability. For additional description see: https://azure.microsoft.com/en-us/documentation/services/notification-hubs/ Microsoft Azure Mobile Engagement Microsoft Azure Mobile Engagement enables the -user to -collect -real-time analytic-s- that -highlight user behavior and increase app usage and user retention. For additional description see: https:Hazure.microsoft.com/en-us/documentation/services/mobile-engagement/ DATA & STORAGE Microsoft Azure SQL Database Microsoft Azure SQL Database makes building and managing apps easier and more productive. With built-in intelligence that learns app patterns and adapts to maximize performance, reliability, and data protection, SQL Database is database service built for developers. For additional description see: https://azure.microsoft.com/en-us/documentation/services/sqI-database/ Microsoft Azure DocumentDB Microsoft Azure DocumentDB is a NoSQL service for highly available, globally distributed apps—take full advantage of SQL and JavaScript without the hassles of other on -premises or virtual machine -based cloud options. For additional description see: https://azure,microsoft.com/en- us/documentation/services/docu mentd b/ Microsoft Azure Redis Cache Microsoft Azure Redis Cache offers a high throughput, consistent low -latency data access to power fast, scalable Azure. For additional description see: https://azure.microsoft.com/en- us/documentation/services/redis-cache/ Microsoft Azure Storage Microsoft Azure Storage stores and help protect your data. Get durable, highly available data storage across the globe and pay only for what you use. For additional description see: https://azure.microsoft.com/en-us/documentation/services/storage/ OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016107122(va) G2G CONTRACT NUMBER Page 55 40AKLAN&F77 COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING Microsoft Azure StorSimple OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office I Purchasing 248-858-0511 1 purchasing@oakgov.com Microsoft Azure StorSimple is an enterprise hybrid cloud storage solution. For additional description see: https://azure.microsoft.com/en-us/documentation/services/storsimple/ Microsoft Azure Search Microsoft Azure Search is a cloud search service for web and mobile app development. For additional description see: https:Hazure.microsoft.com/en-us/documentation/services/search/ INTELLIGENCE Microsoft Azure Cortana Intelligence Suite Microsoft Azure Cortana Intelligence Suite turns user data into intelligent action. ANALYTICS Microsoft Azure HDlnsight Microsoft Azure HDlnsight is a Data Lake services that allows the user to easily scale while managing Apache Hadoop Spark, R, HBase, and Storm cloud service. For additional description see: https://azure. microsoft.com/en-us/documentation/services/hd insight/ Microsoft Azure Machine Learning Microsoft Azure Machine Learning is a powerful cloud based analytics, now part of Cortana Intelligence Suite. For additional description see: https://azure.microsoft.com/en- us/documentation/services/mach ine-learning/ Microsoft Azure Stream Analytics Microsoft Azure Stream Analytics performs real-time analytics for the user's Internet of Things solution while allowing for real-time stream processing in the cloud. For additional description see: https:Hazure. m icrosoft.com/en-us/documentation/services/stream-analytics/ Microsoft Azure Data Factory Microsoft Azure Data Factory allows the user to compose and orchestrate data services at scale. For additional description see: https://azure.microsoft.com/en-us/documentation/services/data-factory/ Microsoft Azure Data Catalog Microsoft Azure Data Catalog allows the user to spend less time looking for data and, more time getting value from it. For additional description see: https:Hazure.microsoft.com/en- us/documentation/services/data-catalog/ INTERNET OF THINGS Microsoft Azure IoT Suite Microsoft Azure IoT Suite allows users to capture and analyze untapped data to improve business results. For additional description see: https://azure.microsoft.com/en-us/documentation/suites/iot- OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/22(v3) G2G CONTRACT NUMBER Page 56 COMPLIANCE OFFICE PURCHASING suite/ Microsoft Azure Event Hubs OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office I Purchasing 248-858-0511 1 purchasing@oakgov.com Microsoft Azure Event Hubs logs millions of events per second in near real time while also being a cloud -scale telemetry ingestion from websites, apps, and devices. For additional description see: https://azure.microsoft.com/en-us/documentation/services/event-hubs/ NETWORKING Microsoft Azure Virtual Network Microsoft Azure Virtual Network is a private network in the cloud that allows for the build of a hybrid infrastructure that the user can control. For additional description see: https://azure.microsoft.com/en-us/documentation/services/virtual-network/ Microsoft Azure ExpressRoute Microsoft Azure ExpressRoute is a faster, private connection to Azure. For additional description see: https//azure-.Microsoft:tom/en=us/documentation/servicesfexpressrouteJ -- ------- ----------- Microsoft Azure Traffic Manager Microsoft Azure Traffic Manager improves overall app availability with automatic failover by geo- routing incoming traffic to you app. For additional description see: https:Hazure.microsoft.com/en- us/docu m entation/services/traffic-manager/ Microsoft Azure Load Balancer Microsoft Azure Load Balancer delivers high availability and network performance to the user's applications. For additional description see: https://azure.microsoft.com/en- us/documentation/services/load-balancer/ Microsoft Azure VPN Gateway Microsoft Azure VPN Gateway connects the user's interface to the cloud with easy to manage high - availability. For additional description see: https://azure.microsoft.com/en- us/documentation/services/vpn-gateway/ Microsoft Azure Application Gateway Microsoft Azure Application Gateway is scalable, highly -available HTTP load balancing. For additional description see: https:Hazure.microsoft.com/en-us/documentation/services/application-gateway/ MEDIA & CDN Microsoft Azure Media Services Microsoft Azure Media Services is a cloud service for premium video workflows. For additional description see: https://azure.microsoft.com/en-us/documentation/services/media-services/ OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016107/22(v3) G2G CONTRACT NUMBER Page 57 #0'AKLANjj-7-_:7-= OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNT Y M I C H I G AN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0517 urchasin I p g@oakgov.com Microsoft Azure Content Delivery Network Microsoft Azure Content Delivery Network allows for secure, reliable content delivery with broad global reach. For additional description see: https://azure.microsoft.com/en- us/documentation/services/cdn/ HYBRID INTEGRATION Microsoft Azure BizTalk Services Microsoft Azure BizTalk Services seamlessly integrates the enterprise and the cloud while offering quick startup with Hybrid Connections. For additional description see: https://azure.microsoft.com/en- us/documentation/services/biztalk-services/ Microsoft Azure Service Bus Microsoft Azure Service Bus keeps apps and devices connected across private and public clouds. For additional description see: https://azure.microsoft.com/en-us/documentation/services/service-bus/ Microsoft Azure Backup Microsoft Azure Backup is a simple and reliable cloud integrated backup as a service. For additional description see: https:Hazure.microsoft.com/en-us/documentation/services/backup/ Microsoft Azure Site Recovery Microsoft Azure Site Recovery orchestrates the user's disaster recovery plan with automated protection and replication of Virtual Machines. For additional description see: https://azure.microsoft.com/en-us/documentation/services/site-recovery/ IDENTITY AND ACCESS MANAGEMENT Microsoft Azure Active Directory Microsoft Azure Active Directory allows for single sign -on to any cloud and on -premises web app allowing the user to monitor access management for the cloud. For additional description see: https://azure.microsoft.com/en-us/documentation/services/active-directory/ Microsoft Azure Multi -Factor Authentication Microsoft Azure Multi -Factor Authentication is added security for the user's data and applications, without added hassles for the user. For additional description see: https://azure.microsoft.com/en- us/documentation/services/multi-factor-authentication/ DEVELOPER SERVICES Microsoft Azure Visual Studio Team Services Microsoft Azure Visual Studio Team Services are services to let teams share code, track work, and ship software, for any language, all in a single package. It's the perfect complement to your IDE. For additional description see: https://www.visualstudio.com/docs/overview Rev 2016/07/22(v3) G2G OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER Page 58 COAKLANOFF OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY M ICHIGAN COMPLIANCE OFFICE Compliance Office J Purchasing PURCHASING 248-858-0511 I purchasing@oakgov.com Microsoft Azure DevTest Labs Microsoft Azure DevTest Labs is a fast, easy, and lean dev-test environment. For additional description see:https://azure.microsoft.com/en-us/services/devtest-lab/ Microsoft Azure HockeyApp Microsoft Azure HockeyApp allows users to develop, distribute, and beta -test their mobile apps. For additional description see: http://support.hockeyapp.net/kb Microsoft Azure Developer Tools Microsoft Azure Developer Tools allows users to easily build, debug, deploy, diagnose, and manage multi -platform, scalable apps and services. MANAGEMENT & SECURITY Microsoft Azure Portal Microsoft Azure Portal allows the user to build, manage, and monitor everything from simple web apps -to complex cloud applications in a single, unified console. ---------------- Microsoft Azure Scheduler Microsoft Azure Scheduler runs the user's jobs on simple or complex recurring schedules. For additional description see: https:Hazure.microsoft.com/en-us/documentation/services/scheduler/ Microsoft Azure Operations Management Suite Microsoft Azure Operations Management Suite manages and protects the user's resources across on - premises datacenters and Azure. For additional description see: https://azure.microsoft.com/en- us/documentation/suites/operations-management-suite/ Microsoft Azure Automation Microsoft Azure Automation simplifies cloud management with process automation. For additional description see: https://azure.microsoft.com/en-us/documentation/services/automation/ Microsoft Azure Log Analytics Microsoft Azure Log Analytics is able to effortlessly collect, store, and analyze log data. For additional description see: https:Hazure.microsoft.com/en-us/documentation/services/log-analytics/ Microsoft Azure Key Vault Microsoft Azure Key Vault safeguards cryptographic keys and other secrets used by cloud apps and services. For additional description see: https:Hazure.microsoft.com/en- us/documentation/services/key-vault/ IBM SOFTLAYER SERVERS Bare Metal Servers OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/22(v3) G2G CONTRACT NUMBER Page 59 46AKLANO? COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office I Purchasing 248-858-0511 1 purchasing@oakgov.com SoftLayer bare metal servers provide the raw horsepower you demand for your processor -intensive and disk 1/0-intensive workloads. These servers come with the most complete package of standard features and services. For additional description see: http://www.softlayer.com/bare-metal-servers Virtual Servers The cloud is not a commodity, and virtual servers aren't the same wherever you go. You expect any virtual cloud server to have speed of deployment, flexible scalability, and pay-as-you-go billing. For additional description see: http://www.softlayer.com/virtual-servers POWER8 Servers Combat your big data needs and manage your data -intensive workloads with SoftLayer POWER8 bare metal servers. Built on IBM OpenPOWER architecture, these servers combine high-performance, storage and 1/0 to focus on increasing volumes of data while maintaining system speed. For additional description see: http://www.softlayer.com/POWER-SERVERS STORAGE Object Storage Easily archive, manage, and serve large amounts of unstructured data such as virtual machine images, media, and email archives with SoftLayer object storage —a robust, highly scalable object -based storage solution based on OpenStack Swift. For additional description see: http://www.softlayer.com/object-storage Block Storage Get local disk performance with SAN persistence, durability, and flexibility. Deploy block storage in volumes up to 12TB to increase the storage capacity available to your virtual or bare metal servers. For additional description see: http://www.softlayer.com/block-storage File Storage Connect your bare metal and virtual servers to durable, fast, and flexible NFS-based file storage. In this Network Attached Storage (NAS) environment, you have total control over your file shares function and perform. For additional description see: http://www.softlayer.com/Fi1e-storage Backup Keep identical copies of your most valuable asset —your data. No one expects data corruption or loss, but it is far less expensive to maintain a backup than to have to recreate it from scratch. For additional description see: http://www.softlayer.com/Backup Content Delivery Network When delivering content and rich media, having the least latency and the highest speed is key to an exceptional end user experience. We've partnered with EdgeCast to offer one of the world's fastest and most reliable content delivery networks. For additional description see: OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/22(v3) G2G CONTRACT NUMBER Page 60 OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON c q u N r v M c H I ��A N COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com http://www.softlayer.com/content-delivery-network NETWORKING Load Balancing Distribute traffic loads so that no single device gets overwhelmed. SoftLayer load balancing solutions allow configurability and flexibility to manage the traffic and resource usage of server nodes in your environment. For additional description see: http://www.soft[ayer.com/Load-balancing Network Appliances Save the hassle of provisioning multiple hardware and software solutions to serve as routers, firewalls, and load balancers. Use software -defined networking solutions to create all -in -one network appliances. For additional description see: http://www.softlayer.com/network-appliances%20 Direct Link Simplify, secure, and speed up data transfer between your private infrastructure and your SoftLayer services. Or create a new hybrid solution that leverages the bestof your in-house- resources and -the SoftLayer platform. For additional description see: http://www.softlayer.com/Direct-Link Domain Services SoftLayer offers domain registration services complete with dedicated support staff, knowledgeable customer service, and reasonable prices, all delivered over a secure network. For additional description see: http://www.softlayer.CDm/DOMAIN-SERVICES SECURITY Firewalls Firewalls are an important step in securing your SoftLayer environment (and all the information stored there) as well as preventing malicious activity from ever reaching your servers or end users. For additional description see: http://www.softlayer.com/Firewalls SSL Certificates Get peace of mind by securing your website against unauthorized interception of data. Secure Socket Layer (SSL) certificates provide a secure, encrypted connection between your site or application and your end user. For additional description see: http://www.softlayer.com/ssl-certificates Compliance Our compliance department works with independent auditors and third -party organizations to meet the industry's most stringent guidelines to provide you reports and information for your own compliance needs. For additional description see: http://www.softlayer.com/COMPLIANCE DEVELOPER The SoftLayer API Rev 2016/07/22(v3) G2G OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER Page 61 ' ' , COMPLIANCE OFFICE PURCHASING OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office I Purchasing 248-858-0511 1 purchasing@oakgov,com We don't just have an API. We started with the API, giving it more than 3,000 documented methods across 180 discrete services. Our internal management system and our customer portal was built specifically to use it. For additional description see: http://www.softlayer.com/API Email Delivery Avoid the time and cost of developing your own email delivery solution or licensing a third -party service. The SoftLayer email delivery service is a highly scalable email relay solution that integrates into applications and services on our platform. For additional description see: http://www.softlayer.com/email-delivery Message Queue Build scalability into your applications with cost-effective messaging and notification. Give your cloud - centric applications the flexibility that Internet -scale services require. For additional description see: http://www.softlayer.com/MESSAGE-QUEUE Digital Transcoding SoftLayer's transcoding service enables customers to convert audio or video assets into a wide range of sizes and formats optimized for content delivery. Conserve your own computing resources, and let us do the work. For additional description see: http://www,softlayer.com/digita1-transcoding%20 SoftLayer Development Network Our API provides direct control over every aspect of every SoftLayer service, as well as your SoftLayer customer account. And when we say every, we mean every. For additional description see: http://sldn.softlayer.com/ ADDITIONAL SOLUTIONS EMAIL MIGRATION SkyKick Cloud Migration Suite SkyKick provides a cloud based migration solution for migrating mail and data between on -premise and cloud environments. The SkyKick Enterprise Migration planner makes it easy to discover, triage and configure multi -source, mixed protocol migration projects with thousands of users. For additional description see: https://www.skykick.com/migrate HOSTED VOIP SOLUTIONS RingCentral RingCentral provides secure hosted cloud phone systems, workforce collaboration and contact center solutions. For additional description see: htto://www.rinacentral.com/ Cisco HCS — Provided by Collab9 Cloud PBX systems offer a cost-effective alternative to legacy solutions. A Cloud PBX system from collab9 is offered via a pay -per -use, consumption -based model, so your business can upgrade as an OAKLAND COUNTY COMPLIANCE OFFICE -PURCHASING Rev 2016/07/22(v3) G2G CONTRACT NUMBER Page 62 IFOAKLANO? OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY M C H I C A N COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com Operational Expenditure (OPEX). The Cisco powered platform is integrated for a consistent experience across applications and devices; in a UCaaS scenario, voice, IM, presence, audio/video/web conferencing and customer platforms apps all communicating with ease. ENDPOINT PROTECTION McAfee Security Products McAfee endpoint protection delivers powerful endpoint security to safeguard endpoints, servers, and mobile devices against cyber threats and attacks. For additional description see: http://www.mcafee.com/us/products/endpoint-protection/index.aspx LOAD BALANCING NGINX NGINX is the world's most popular open source web server and load balancer for high -traffic sites, powering over 140 million properties. NGINX adds enterprise -ready features for HTTP, TCP, and UDP load balancing, such as session persistence, health checks, advanced monitoring, and management to give you the freedom to innovate without being constrained by infrastructure.: - - - i - https://www.nglnx.com--/products/hglnx-plus-aws/ NETWORK MONITORING Strategic Cloud Services — PRTG More than 150,000 administrators rely on PRTG Network Monitor every day to monitor their LANs, WANs, servers, websites, appliances, URLs, and more. PRTG Network Monitor runs on a Windows machine within your network, collecting various statistics from the machines, software, and devices which you designate. (It can also auto discover them, helping you map out your network.) It also retains the data so you can see historical performance, helping you react to changes. https://www.paessler.com/prtg ADDITIONAL CLOUD PROVIDERS Adobe ATT Avaya Cisco Check Point Software Citrix Dell Google Hewlett Packard Enterprise (HPe) Polycom Red Hat Solarwinds Symantec Time Warner Trend Micro Veeam Software Verizon VMware OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/22(v3) G2G CONTRACT NUMBER Page 63 COAKLAN10- �� OAKLAND COUNTY EXECUTIVE, L_ BROOKS PATTERSON C O U N T Y M I C H I G A N COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com EXHIBIT IV ACCEPTABLE USE POLICY This Acceptable Use Policy (this "Policy") describes prohibited uses of the cloud -based platform in connection with storage, applications and access of data records over the internet ("Services") offered by Strategic Communications, LLC ("Strategic," "we," "us," or "our'). The examples described in this Policy are not exhaustive. Blue River may modify this Policy at any time by posting a revised version on the Blue River website, located at www.vourstrateaic.com By using the Services, you agree to the latest version of this Policy. If you violate this Policy or help others to do so, we may suspend or terminate your use of the Services. 1. NO ILLEGAL, HARMFUL OR OFFENSIVE USE OR CONTENT You may not use, or encourage, promote or facilitate or instruct others to use, the Services for any illegal, harmful or offensive use, or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful or offensive. Prohibited activities or content include: Illegal Activities. Any illegal activities, including advertising, transmitting, or otherwise making available gambling sites or services or disseminating, promoting or facilitating child pornography. Harmful or Fraudulent Activities. Activities that may be harmful to others, our operations or reputation, including offering or disseminating fraudulent goods, services, schemes or promotions (e.g., make -money fast schemes, ponzi and pyramid schemes, phishing or pharming), or engaging in other deceptive practices. Infringing Content. Content that infringes or misappropriates the intellectual property or proprietary rights of others. Offensive Content. Content that is defamatory, obscene, abusive, invasive of privacy, or otherwise objectionable, including content that constitutes child pornography, relates to bestiality, or depicts non-consensual sex acts. Harmful Content. Content or other computer technology that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, or data, including viruses, Trojan horses, worms, time bombs or cancelbots. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/22(v3) G2G CONTRACT NUMBER Page 64 MOAKLANIXF OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON C O U N T Y M I C H I G A N COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248.858-0511 1 purchasing@oakgov.com 2. NO SECURITY VIOLATIONS You may not use the Services to violate the security or integrity of any network, computer or communications system, software application, or network or computing device (each, a "System"). Prohibited activities include: Unauthorized Access. Accessing or using any System without permission, including attempting to probe, scan, or test the vulnerability of a System or to breach any security or authentication measures used by a System. Interception. Monitoring of data or traffic on a System without permission. Falsification of Origin. Forging TCP-IP packet headers, e-mail headers, or any part of a message describing its origin or route. This prohibition does not include the use of aliases or anonymous remailers. 3. NO NETWORK ABUSE You may not make network connections to any users, hosts, or networks unless you have permission to communicate with them. Prohibited activities include: Monitoring or Crawling. Monitoring or crawling of a System that impairs or disrupts the System being monitored or crawled. Denial of Service (DoS). Inundating a target with communications requests to the target either cannot respond to legitimate traffic or responds slowly that it becomes ineffective. Intentional Interference. Interfering with the proper functioning of any System, including any deliberate attempt to overload a system by mail bombing, broadcast attacks, or flooding techniques. Operation of Certain Network Services. Operating network services like open proxies, open mail relays, or open recursive domain name servers. Avoiding System Restrictions. Using manual or electronic means to avoid any use limitations placed on a System, such as access and storage restrictions. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/22(v3) G2G CONTRACT NUMBER Page 65 40AKLANDF�:; OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COU NTY MICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 I purchasing@oakgov.com 4. NO E-MAIL OR OTHER MESSAGE ABUSE You will not distribute, publish, send, or facilitate the sending of unsolicited mass e-mail or other messages, promotions, advertising, or solicitations (like "spam"), including commercial advertising and informational announcements. You will not alter or obscure mail headers or assume a sender's identity without the sender's explicit permission. You will not collect replies to messages sent from another internet service provider if those messages violate this Policy or the acceptable use policy of that provider. s. OUR MONITORING AND ENFORCEMENT We reserve the right, but do not assume the obligation, to investigate any violation of this Policy or misuse of the Services. We may investigate violations of this Policy or misuse of the Services; or remove, disable access to, or modify any content or resource that violates this Policy or any other agreement we have with you for use of the Services. We may report any activity that we suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Our reporting may include disclosing appropriate customer information. We also my cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of this Policy. 6. REPORTING OF VIOLATIONS OF THIS POLICY If you become aware of any violation of this Policy, you will immediately notify us and provide us with assistance, as requested, to stop or remedy the violation. To report any violation of this Policy, please emal: cloud(@Vourstrategic.com OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/22(v3) G2G CONTRACT NUMBER Page 66 lJ" OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY M ICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com EXHIBIT V BUSINESS ASSOCIATE AGREEMENT (Health Insurance Portability and Accountability Act Requirements) Exhibit 11 is a Business Associate Agreement between Contractor ("Business Associate") and the County ("Covered Entity"). This Exhibit is incorporated into the Contract and shall be hereinafter referred to as "Agreement." The purpose of this Agreement is to facilitate compliance with the Privacy and Security Rules and to facilitate compliance with HIPAA and the HITECH Amendment to HIPAA. §1. DEFINITIONS. The following terms have the meanings set forth below for purposes of the Agreement, unless the context clearly indicates another meaning. Terms used but not otherwise defined in this Agreement have the same meaning as those terms in the Privacy Rule. 1.1 Business Associate. "Business Associate" means the Contractor. 1.2 CFR. "CFR" means the Code of Federal Regulations. 1.3 Contract. "Contract" means the document with the Purchasing Contract Number. 1.4 Contractor. "Contractor" means the entity or individual defined in the Contract and listed on the first page of this Contract. 1.5 Covered Entitv. "Covered Entity" means the County of Oakland as defined in the Contract. 1.6 Designated Record Set. "Designated Record Set' is defined in 45 CFR 164.501. 1.7 Electronic Health Record. "Electronic Health Record" means an electronic record of health - related information on an individual that is created, gathered, managed, and consulted by authorized health care clinicians and staff. 1.8 HIPAA. "HIPAA" means the Health Insurance Portability and Accountability Act of 1996. 1.9 HITECH Amendment. "HITECH Amendment' means the changes to HIPAA made by the Health Information Technology for Economic and Clinical Health Act. 1.10 Individual. "Individual" is defined in 45 CFR 160.103 and includes a person who qualifies as a personal representative in 45 CFR 164.502(g). 1.11 Privacy Rule. "Privacy Rule" means the privacy rule of HIPAA as set forth in the Standards for Privacy of Individually Identifiable Health Information at 45 CFR part 160 and part 164, subparts A and E. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/22(v3) G2G CONTRACT NUMBER Page 67 OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON C O U N T Y M 1 C -HI G A N COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com 1.12 Protected Health Information. "Protected Health Information" or "PHI" is defined in 45 CFR 160.103, limited to the information created or received by Business Associate from or on behalf of Covered Entity. 1.13 Required By Law. 'Required By Law" is defined in 45 CFR 164.103. 1.14 Secretary. "Secretary" means the Secretary of the Department of Health and Human Services or his or her designee. 1.15 Securitv Incident. "Security Incident' is defined in 45 CFR 164.304. 1.16 Securitv Rule. "Security Rule" means the security standards and implementation specifications at 45 CFR part 160 and part 164, subpart C. §2. OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE, Business Associate agrees to perform the obligations and activities described in this Section. 2.1 Business Associate understands that pursuant to the HITECH Amendment, it is subject to the HIPAA Privacy and Security Rules in a similar manner as the rules apply to Covered Entity. As a result, Business Associate shall take all actions necessary to comply with the HIPAA Privacy and Security Rules for business associates as revised by the HITECH Amendment, including, but not limited to, the following: (a) Business Associate shall appoint a HIPAA privacy officer and a HIPAA security officer; (b) Business Associate shall establish policies and procedures to ensure compliance with the Privacy and Security Rules; (c) Business Associate shall train its workforce regarding the Privacy and Security Rules; (d) Business Associate shall enter into a privacy/security agreement with Covered Entity; (e) Business Associate shall enter into privacy/security agreements with its subcontractors that perform functions relating to Covered Entity involving PHI; and (f) Business Associate shall conduct a security risk analysis. 2.2 Business Associate shall not use or disclose PHI other than as permitted or required by this Agreement or as required by law. 2.3 Business Associate shall use appropriate safeguards to prevent use or disclosure of the PHI. Business Associate shall implement administrative, physical, and technical safeguards (including written policies and procedures) that reasonably and appropriately protect the confidentiality, integrity, and availability of PHI that it creates, receives, maintains, or transmits on behalf of Covered Entity as required by the Security Rule. 2.4 Business Associate shall mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of PHI by Business Associate in violation of law or this Agreement. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/22(v3) G2G CONTRACT NUMBER Page 68 fOAKLANOPR 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 I purchasing@oakgov.com 2.5 Business Associate shall report to Covered Entity any known Security Incident or any known use or disclosure of PHI not permitted by this Agreement. 2.6 Effective September 23, 2009 or the date this Agreement is signed, if later, Business Associate shall do the following in connection with the breach notification requirements of the HITECH Amendment: 2.6.1 If Business Associate discovers a breach of unsecured PHI, as those terms are defined by 45 CFR 164.402, Business Associate shall notify Covered Entity without unreasonable delay but no later than ten (10) calendar days after discovery. For this purpose, "discovery" means the first day on which the breach is known to Business Associate or should have been known by exercising reasonable diligence. Business Associate shall be deemed to have knowledge of a breach if the breach is known or should have been known by exercising reasonable diligence, to any person, other than the person committing the breach, who is an employee, officer, subcontractor, or other agent of Business Associate. The notification to Covered Entity shall include the following: (a) identification of each individual whose unsecured PHI has been breached or has reasonably believed -to -have been breached, -and (b)-any other -available -information -in-Business_--- Associate's possession that the Covered Entity is required to include in the individual notice contemplated by 45 CFR 164.404. 2.6.2 Notwithstanding the immediate preceding subsection, Business Associate shall assume the individual notice obligation specified in 45 CFR 164.404 on behalf of Covered Entity where a breach of unsecured PHI was committed by Business Associate or its employee, officer, subcontractor, or other agent of Business Associate or is within the unique knowledge of Business Associate as opposed to Covered Entity. In such case, Business Associate shall prepare the notice and shall provide it to Covered Entity for review and approval at least five (5) calendar days before it is required to be sent to the affected individual(s). Covered Entity shall promptly review the notice and shall not unreasonably withhold its approval. 2.6.3 Where a breach of unsecured PHI involves more than five hundred (500) individuals and was committed by the Business Associate or its employee, officer, subcontractor, or other agent or is within the unique knowledge of Business Associate as opposed to Covered Entity, Business Associate shall provide notice to the media pursuant to 45 CFR 164.406. Business Associate shall prepare the notice and shall provide it to Covered Entity for review and approval at least five (5) calendar days before it is required to be sent to the media. Covered Entity shall promptly review the notice and shall not unreasonably withhold its approval. 2.6.4 Business Associate shall maintain a log of breaches of unsecured PHI with respect to Covered Entity and shall submit the log to Covered Entity within thirty (30) calendar days following the end of each calendar year, so that the Covered Entity may report breaches to the Secretary in accordance with 45 CFR 164.408. This requirement shall take effect with respect to breaches occurring on or after September 23, 2009. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/22(v3) G2G CONTRACT NUMBER Page 69 40'AKLAN1jV!---- OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON C O U N T Y M I C H I G A N COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com 2.7 Business Associate shall ensure that any agent or subcontractor to whom it provides PHI, received from Covered Entity or created or received by Business Associate on behalf of Covered Entity, agrees in writing to the same restrictions and conditions that apply to Business Associate with respect to such information. Business Associate shall ensure that any such agent or subcontractor implements reasonable and appropriate safeguards to protect Covered Entity's PHI. 2.8 Business Associate shall provide reasonable access, at the written request of Covered Entity, to PHI in a Designated Record Set to Covered Entity or, as directed in writing by Covered Entity, to an Individual in order to meet the requirements under 45 CFR 164.524. 2.9 Business Associate shall make any amendment(s) to PHI in a Designated Record Set that the Covered Entity directs in writing or agrees to pursuant to 45 CFR 164.526. 2.10 Following receipt of a written request by Covered Entity, Business Associate shall make internal practices, books, and records reasonably available to the Secretary in order to determine Covered Entity's compliance with the Privacy Rule. The afore mentioned materials include policies and procedures and PHI relating to the use and disclosure of PHI received from Covered Entity or created or received by Business Associate on behalf of Covered Entity. 2A1 Business Associate shall document disclosures of PHI and information related to such disclosures, to permit Covered Entity to respond to a request by an Individual for: (a) an accounting of disclosures of PHI in accordance with 45 CFR 164.528 or (b) effective January 1, 2011 or such later effective date prescribed by regulations issued by the U.S. Department of Health and Human Services, an accounting of disclosures PHI from an Electronic Health Record in accordance with the HITECH Amendment. 2.12 Following receipt of a written request by Covered Entity, Business Associate shall provide to Covered Entity or an Individual information collected in accordance with Section 2 to permit Covered Entity to respond to a request by an Individual for: (a) an accounting of disclosures of PHI in accordance with 45 CFR 164.528 or (b) effective as of January 1, 2011 or such later effective date prescribed by regulations issued by the U.S. Department of Health and Human Services, an accounting of disclosures of Protected Health Information from an Electronic Health Record in accordance with the HITECH Amendment. §3. PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE._ Business Associate may use and disclose PHI as set forth in this Section. 3.1 Except as otherwise limited in this Agreement, Business Associate may use or disclose PHI to perform functions, activities, or services for or on behalf of Covered Entity as specified in the underlying service agreement between Covered Entity and Business Associate, provided that such use or disclosure shall not violate the Privacy Rule if done by Covered Entity or the OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/22(v3) G2G CONTRACT NUMBER Page 70 OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON C O U N T Y M I C H I G A N COMPLIANCE OFFICE Compliance Office l Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com minimum necessary policies and procedures of the Covered Entity. If no underlying service agreement exists between Covered Entity and Business Associate, Business Associate may use or disclose PHI to perform functions, activities, or services for or on behalf of Covered Entity for the purposes of payment, treatment, or health care operations as those terms are defined in the Privacy Rule, provided that such use or disclosure shall not violate the Privacy Rule if done by Covered Entity or the minimum necessary policies and procedures of the Covered Entity. 3.2 Except as otherwise limited in this Agreement, Business Associate may use PHI for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate. 3.3 Except as otherwise limited in this Agreement, Business Associate may disclose PHI for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate, provided that disclosures are Required by Law or Business Associate obtains reasonable assurances in writing from the person to whom the Inforrnation_is-disclosedtbat-_(a) th-e_disclosed PHI_ will remain_ confidential and will be used or further disclosed only as Required by Law or for the purpose for which it was disclosed to the person and (b) the person notifies the Business Associate of any known instances in which the confidentiality of the information has been breached. 3.4 Except as otherwise limited in this Agreement, Business Associate may use PHI to provide data aggregation services to Covered Entity as permitted by 45 CFR 164.504(e)(2)(i)(B). 3.5 Business Associate may use PHI to report violations of law to appropriate federal and state authorities, consistent with 45 CFR 164.502(j)(1). §4. OBLIGATIONS OF COVERED ENTITY. 4.1 Covered Entity shall notify Business Associate of any limitation(s) of Covered Entity in its notice of privacy practices in accordance with 45 CFR 164.520, to the extent that such limitation may affect Business Associate's use or disclosure of PHI. 4.2 Covered Entity shall notify Business Associate of any changes in or revocation of permission by an Individual to use or disclose PHI, to the extent that such changes may affect Business Associate's use or disclosure of PHI. 4.3 Covered Entity shall use appropriate safeguards to maintain and ensure the confidentiality, privacy and security of PHI transmitted to Business Associate pursuant to this Agreement, the Contract, and the Privacy Rule, until such PHI is received by Business Associate, pursuant to any specifications set forth in any attachment to the Contract. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07122(v3) G2G CONTRACT NUMBER Page 71 40AKLANDF e OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON C OUNTY MICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov com 4.4 Covered Entity shall manage all users of the services including its qualified access, password restrictions, inactivity timeouts, downloads, and its ability to download and otherwise process PHI. 4.5 The Parties acknowledge that Covered Entity owns and controls its data. 4.6 Covered Entity shall provide Business Associate with a copy of its notice of privacy practices produced in accordance with 45 CFR Section 164.520, as well as any subsequent changes or limitation(s) to such notice, to the extent such changes or limitations may effect Business Associate's use or disclosure of PHI. Covered Entity shall provide Business Associate with any changes in or revocation of permission to use or disclose PHI, to the extent the changes or revocation may affect Business Associate's permitted or required uses or disclosures. To the extent that the changes or revocations may affect Business Associate's permitted use or disclosure of PHI, Covered Entity shall notify Business Associate of any restriction on the use or disclosure of PHI that Covered Entity has agreed to in accordance with 45 CFR Section 164.522. Covered _Entity _may effectuate any and all such notices_ of non -private information _Via _pos_tine on Covered Entity's web site. §5. EFFECT OF TERMINATION. 5.1 Except as provided in Section 5, upon termination of this Agreement or the Contract, for any reason, Business Associate shall return or destroy (at Covered Entity's request) all PHI received from Covered Entity or created or received by Business Associate on behalf of Covered Entity. This provision shall apply to PHI that is in the possession of subcontractors or agents of Business Associate. Business Associate shall retain no copies of PHI. 5.2 If Business Associate determines that returning or destroying the PHI is infeasible, Business Associate shall provide to Covered Entity written notification of the conditions that make return or destruction infeasible. Upon receipt of written notification that return or destruction of PHI is infeasible, Business Associate shall extend the protections of this Agreement to such PHI and shall limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such PHI, which shall be for a period of at least six (6) years. §6 MISCELLANEOUS. 6.1 This Agreement is effective when the Contract is executed or when Business Associate becomes a Business Associate of Covered Entity and both Parties sign this Agreement, if later. However, certain provisions have special effective dates, as set forth herein or as set forth in HIPAA or the HITECH Amendment. Rev 2016/07/22(v3) G2G OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER Page 72