HomeMy WebLinkAboutResolutions - 2021.10.13 - 34937•
BOARD OF COMMISSIONERS
October 13, 2021
MISCELLANEOUS RESOLUTION #21-411
Sponsored By: Penny Luebs
IN RE: Appropriation and Grant Administration Plan for the Mental Health and Wellbeing Emergency
Room Services Grant Program
Chairperson and Members of the Board:
WHEREAS the United States Treasury allocated Oakland County $244,270,949 of Local Fiscal Recovery
Funds (LFRF) established under the American Rescue Plan Act (ARPA) of 2021; and
WHEREAS under the initial guidance of the Interim Final Rule, the County may use these funds at their
discretion to support eligible investments in public health expenditures, address negative economic impacts
caused by the public health emergency; replace lost public sector revenue; provide premium pay to essential
workers; and invest in water, sewer, and broadband infrastructure; and
WHEREAS the Board of Commissioners adopted MR# 21284 on June 30, 2021, authorizing targeted
investments to address immediate community needs utilizing the American Rescue Act Plan Local Fiscal
Recovery Funds; and
WHEREAS the County Executive Administration targeted acute community problems that were exacerbated
by the COVID-19 pandemic first; and
WHEREAS a broad range of mental health concerns were identified by the COVID-19 Economic Recovery
Task Force; and
WHEREAS MR 421284 included an assignment of $4,000,000 of American Rescue Plan Act- Local Fiscal
Recovery Funds to establish the Oakland Together Mental Health and Wellbeing Emergency Room Services
Grant Program to support Oakland County health care providers experiencing an increase inpatients visiting
emergency rooms seeking mental/behavioral health and substance abuse care; and
WHEREAS as authorized by the provisions of MR #21284, the County Executive Administration has gathered
data from Oakland County hospitals experiencing an increasing number of behavioral health emergency
department visits as a direct result of the COVID-19 pandemic and its impacts on behavioral health; and
WHEREAS the Administration is requesting the Board of Commissioners authorize an appropriation in the
amount of $2,000,000 to implement the attached Grant Administration Plan. The remaining balance of
$2,000,000 allocated to the Mental Health and Wellbeing Emergency Room Services Grant Program shall
remain available for the consideration of additional proposals consistent with the objectives outlined in MR
#21284; and
WHEREAS the Michigan Health and Hospital Association (MHA) shall serve as grant program administrator
in conformance with the provisions of the attached plan document; and
WHEREAS implementation of the Oakland Together Mental Health and Wellbeing Emergency Room Services
Grant Program will provide much -needed financial support to Oakland County health care providers, allowing
them to address mental health concerns in emergency departments due to the COVID-19 public health
emergency and its impact on the mental and behavioral health of individuals.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners authorizes the
implementation of the Grant Administration Plan for the Oakland Together Mental Health and Wellbeing
Emergency Room Services Grant Program (Attachment A).
BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners authorizes the
appropriation of $2,000,000 from the $4,000,000 assignment of the American Rescue Plan Act — Local Fiscal
Recovery Funds for the Oakland Together Mental Health and Wellbeing Emergency Room Services Grant
Program referenced in MR #21284.
BE IT FURTHER RESOLVED that approval of appropriations of the American Rescue Plan Act — Local
Fiscal Recovery Funds for programs and services by Oakland County shall not obligate a commitment of the
General Fund unless authorized by action of the Board of Commissioners.
BE IT FURTHER RESOLVED that the budget shall be amended as follows:
ARP LOCAL FISCAL RECOVERY FUND (421285)
FY 2022
Project: 100000003568 ARP Mental Health — MHA Emergency Room Services
Bud Ref: 2021 Activity: GLB Analysis: GLB
Revenue
9010101-133095-610313 Federal Operating Grants
$2,000,000
Total Revenue
$2,000,000
Expenditure
9010101-133095-731598 Regranting Program
$2,000,000
Total Expenditures
$2,000,000
Chairperson, the following Commissioners are sponsoring the foregoing Resolution: Penny Luebs.
JDate: October 13, 2021
David Woodward, Commissioner
Date. October 14, 2021
Hilarie Chambers, Deputy County Executive 11
Date: October 14, 2021
Lisa Brown, County Clerk / Register of Deeds
COMMITTED TRACKING
2021-10-05 Public Health & Safety - Recommend and forward to Finance
2021-10-06 Finance - recommend to Board
2024-10-13 Full Board
VOTE TRACKING
Motioned by Commissioner Gary McGillivray seconded by Commissioner Christine Long to adopt the attached
Resolution: Appropriation and Grant Administration Plan for the Mental Health and Wellbeing Emergency
Room Services Grant Program.
Yes: David Woodward, Michael Spisz, Karen Joliat, Kristen Nelson, Eileen Kowall, Christine Long, Philip
Weipert, Gwen Markham, Angela Powell, Thomas Kuhn, Charles Moss, Marcia Gershenson, Adam L.
Kochenderfer, Yolanda Smith Charles, Charles Cavell, Penny Luebs, Janet Jackson, Gary McGillivray,
Robert Hoffman (19)
No: None (0)
Abstain: None (0)
Absent: Commissioner Miller III, Commissioner Gingell (2)
The Motion Passed.
ATTACHMENTS
1. GRANT ADMINISTRATION PLAN ED Grant
2. Oakland County ARPA MIIA PSC_9-28-21
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
1, 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 October 13, 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 Friday, October 13, 2021.
Lisa Brown, Oakland County Clerk/ Register of Deeds
ATTACHMENT A
GRANT ADMINISTRATION PLAN
Oakland Together Mental Health and Wellbeing Emergency Room Services Grant Program
PURPOSE: Provide financial assistance to Oakland County health care providers experiencing an increase
in patients with extended emergency room stays who need mental/behavioral health care services
ELIGIBILITY:
Recipients
Health care systems operating hospital(s) located within the boundaries of Oakland County that provide
Emergency (Room) Department services. Health care systems operating multiple hospitals shall be
eligible for funding for each hospital.
Expenses
Hospitals shall be eligible for reimbursement within their grant award for actual expenses in the
following categories:
I. Costs of psychiatrist, social worker, or other behavioral health professional to provide a consult
or services to a behavioral health patient that presents in the hospital emergency department.
II. Costs related to placing patients in an appropriate care setting or referral to community -based
services.
III. Ancillary justified costs related to improving behavioral health services in hospital emergency
departments.
ESTIMATED GRANT AWARDS
Estimated grant award for each hospital has been established based upon the following factors
indicating each organization's relative need: Average number of behavioral health patients presenting at
an Emergency Department on a monthly basis and the target number of psych/social worker visits per
patient at each facility (3).
Utilizing data provided from each hospital, the following estimated distribution amounts are:
Facility
Est. Grant Award
Ascension Macomb -Oakland
5192A00
Ascension Providence Rochester
5192,000
Ascension Providence Southfield
5307,200
Beaumont Farmington Hills
$60,000
Beaumont Hospital Royal Oak
5106,000
Beaumont Hospital Troy
$250,40iJ
Henry Ford West Bloomfield
5460,800
MCLaren Oakland
584,000
St. Joseph Mercy Oakland
$288,0011
Final distribution amounts will be determined on the basis of actual costs incurred and verified by
grantee hospitals. Justification/verification of eligible expenses will be provided to the grant
administrator on a regular basis in conformance with ARPA Treasury Guidelines and the provisions of
this grant administration plan.
ATTACHMENT A
PROGRAM ADMINISTRATION
The Michigan Health and Hospital Association (MHA) shall provide grant administration services,
including funding distribution to individual grantees; reviewing expenses submitted for reimbursement
by hospitals, program compliance and reporting requirements. The MHA shall receive an amount not to
exceed $60,000 to provide these services. Unexpended program funding will be returned to Oakland
County one year after launch of the program.
REPORTING
The grant administrator shall provide quarterly reports on the following metrics:
I. Number of visits or consults performed by health professionals
II. Any changes in patient placement as a result of the program
III. Previous years financial losses as a result of performing psychiatric consults
IV. Any decreases in violence among behavioral health patients as a result of the program
V. Program expenditures and balances
VI. Other relevant information
Program data will be reported to the Public Health and Safety Committee of the Board of
Commissioners on a quarterly basis.
40AKLANDF�
COUNTY MICHIGAN
PURCHASING
Buyer:
!D]
OAKLAND COUNTY EXECUTIVE DAVID COULTER
Purchasing
(248) 858-0511 1 purchasing@oakgov.com
CONTRACT NUMBER: [Contract Number]
CONTRACT between the COUNTY OF OAKLAND and CONTRACTOR
Not To Exceed Amount:
Contract Description:
Contractor/Subrecipient Information:
Vendor No: (Vendor Number]
Compliance Purchasing
Office Information:
(Buyer)
OAKLAND COUNTY
2100 Pontiac Lake Rd., Bldg. 41W
Waterford, M148328-0462
248-858-0511
Event III [Event
Effective Date: [Contract Effective
Expiration Date:[Cxpire Dace]
Date]
The Parties agree to the attached terms and conditions:
FOR THE CONTRACTOR:
SIGN:
Contract Administrator:
County Contract Administrator
and Using Department:
AITITM"ROXIOW011117
OAKLAND COUNTY COMPLIANCE OFFICE — PURCHASING
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CONTRACT NUMBER
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40AKLAINID,_ .
COUNTY MICH IGA N
PURCHASING
FOR THE COUNTY:
SIGN:
Contract Administrator
xxx
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OAKLAND COUNTY EXECUTIVE DAVID COULTER
Purchasing
(248) 858-0511 1 purchasing@oakgov.com
SIGN:
Scott N. Guzzy, CPPO, MBA, Purchasing Administrator
OAKLAND COUNTY COMPLIANCE OFFICE — PURCHASING
CONTRACT NUMBER
Page 2
401AKLANDF
C O U N T Y M I c H I G AN LL OAKLAND COUNTY EXECUTIVE DAVID COULTER
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. Scone of Deliverables and Financial/Payment Obligations
Section 6. Contractor's Warranties and Assurances
Section 7. Liability
Section S. 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 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.
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COUNTY MICA lCA N
OAKLAND COUNTY EXECUTIVE DAVID COULTER
PURCHASING Purchasing
(248) 858-0511 1 purchasing@oakgov.com
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.
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. M 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: Requirements for Contractors with Access to County PII (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. ❑ Exhibit VII: License for Use of County Servicemark
1.8.8. ❑ Exhibit Vill: Acknowledgement of Independent Employment Status
1.8.9. ® Exhibit IX: Scope of Contractor Deliverables/Financial Obligations and Oakland County American
Rescue Plan Act (ARPA) Recitals
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
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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
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: (a) personal health information (PHI) as defined under the Health Insurance
Portability Act (HIPPA) and Exhibit II, (b) personally identifiable information (PII) as defined in Exhibit
III, and (c) Criminal Justice Information defined in Exhibit IV if the Exhibit(s) are incorporated into the
Contract. County Data includes Confidential Information as defined in this Contract.
1.12. "County Network" means County owned, leased, or licensed equipment, hardware, and software
that is interconnected via fiber optic, wireless, or other communication mediums for 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 tangible or
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:
httos://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 under this Contract, but
the maximum amount that can be paid to Contractor during the term of this Contract.
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C ouN T Y VT c H I -GA
OAKLAND COUNTY EXECUTIVE DAVID COULTER
PURCHASING Purchasing
(248) 858-0511 1 purchasing@oakgov.com
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.
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. 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
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�
PURCHASING
OAKLAND COUNTY EXECUTIVE DAVID COULTER
Purchasing
(248) 858-0511 1 purchasing@oakgov.com
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 in Exhibit
X, Oakland County American Rescue Plan (ARPA) Recitals, shall prevail and take precedence over
any allegedly conflicting provisions contained herein. Otherwise, the terms and conditions
contained in Sections 1 through 13 of this Contract shall prevail and take precedence over any
allegedly conflicting provisionsinall other 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 or terminated.
4.1.2. Termination for Convenience. The County may terminate or cancel this Contract, in whole or part,
at any time, upon ninety (90) Days' notice to Contractor, for any reason, including convenience
:T�I�F7f[9f�AiF1�f4
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER
Page 7
1frO®�a
AKLm
COUNTY MICHIGAN
PURCHASING
OAKLAND COUNTY EXECUTIVE DAVID COULTER
Purchasing
(248) 858-0511 1 purchasing@oakgov.com
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.
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
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 provided to Contractor by the County;
(d) unless otherwise directed by the County, transfer title in and deliver to the County all
Deliverables in the possession of Contractor or Contractor Employees (which Deliverables are
transferred to the County "As -Is", except to the extent the amounts paid by the County for these
Deliverables include warranties or warranty services and, in that situation, the Deliverables will be
transferred with the warranty or warranty services and not "As -Is"); and (e) take any action to
mitigate and limit any potential damages, including 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.
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OAKLAND COUNTY EXECUTIVE DAVID COULTER
Purchasing
(248) 858-0511 1 purchasing@oakgov.com
§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. Software License(s). If this Contract includes a Software License(s) as described in Exhibit VI, then
the Parties shall follow the terms and conditions therein. Any applicable third -party Software
License(s) are also provided in Exhibit VI. 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 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. 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.
5.6. No Obligation for Penalties/Costs/Fines. The County shall not be responsible for any cost, fee,
fine, penalty; or direct, indirect, special, incidental, or consequential damages incurred or suffered
by Contractor in connection with or resulting from the performance of this Contract under any
circumstances.
5.7. Set -Off of Countv Costs. If the County incurs any costs associated with the duties or obligations of
Contractor under this Contract, then the County has the right to set-off those costs from any
amounts due and owing Contractor. This set-off includes withholding payment in an amount equal
to the cost of any County -provided equipment, supplies, or badges that are not returned by
Contractor upon completion, termination, or cancellation of this Contract.
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OAKLAND COUNTY EXECUTIVE DAVID COULTER
PURCHASING Purchasing
(248) 858-0511 1 purchasing@oakgov.com
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 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. Eauipment 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 Employees. 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.
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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.
63A. Contractor Emplovee 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 VIII 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 type of 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
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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. 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. 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 thisContractin 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 VIII, Acknowledgement of Independent
Employment Status, prior to 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.
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6.10. E-Verify. In accordance with Miscellaneous Resolution No.09116 (60C 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. Foreign 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.
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. CountvTax-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. Warrantv for Services. Contractor warrants that all Deliverables that are services shall be
performed in compliance with all applicable laws, statutes, regulations, ordinances, and
professional standards.
6.15. Warrantv for Goods. All Deliverables that are goods shall be subject to the following warranties:
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6.15.1. Warranty of Merchantabilitv. Goods provided by Contractor pursuant to this Contract shall: (a) be
merchantable; (b) be of good quality, (c) be fit for their ordinary purpose; (d) be adequately contained and
packaged; and (e) conform to the specifications and descriptions contained in this Contract.
6.15.2. 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.
6.15.3. 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.
6.16. 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.
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 requirements listed in Exhibit I.
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§9. INTELLECTUAL PROPERTY
OAKLAND COUNTY EXECUTIVE DAVID COULTER
Purchasing
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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) any and all programs, inventions,
and other work or authorship developed by Contractor while providing Deliverables to the County are
works made for hire, created for, and owned exclusively by the County, unless otherwise specified in the
Contract; (c) Contractor assigns to the County all rights and interest in County Intellectual Property,
which Contractor has made or conceived or may make and conceive, either solely orjointly with others,
either on or off County premises while performing this Contract or with the use of the time, material, or
facilities of the County; 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 Contractor Employees assign their rights and interests in County
Intellectual Property to the County.
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. Contractor and Contractor Employees shall use
appropriate safeguards to protect the confidentiality and integrity of Confidential Information.
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Contractor shall not reproduce, provide, disclose, or give access of Confidential Information to any
Contractor Employee or third -party not having a legitimate need to know. Contractor and Contractor
Employees shall only use the Confidential Information for performance of this Contract.
Notwithstanding the foregoing, Contractor may disclose the Confidential Information, 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 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.
§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 County 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 underthis 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 County 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 (CJIS), Contractor shall follow the procedures in the applicable
Exhibits governing the unauthorized access/disclosure or theft of County Data.
11.3. Storage of County 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 store County
Data on portable devices, including personal computers, except for portable devices that encrypt data at
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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. If Contractor possesses, stores, processes, or transmits County Data
that is considered Payment Card Industry (PCI) Data by the PCI Security Standards Council,
Contractor shall comply with PCI Data Security Standard (DSS) and shall provide the County with a
copy of its PCI DSS Attestation of Compliance and its Certificate of Compliance with PCI Data
Security Standard. Contractor warrants that it will keep its Certification of Compliance with PCI
Data Security Standard current.
11.5. Response to Legal Request for County 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 or provide 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 Security 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
security industry best practice and not less stringent than the measures Contractor applies to
protect its own data of a similar kind.
12.3. Completion of County Security 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 County Property or Facilities. As set forth in this Contract, Contractor has access to and
the right to use County property and facilities necessary to perform this Contract. Unless otherwise
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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.
13.2. Signs on County Property or Facilities. Contractor shall not place any signs or advertisements on
County property or facilities without the prior written permission of the County's Director of
Facilities Management or successor.
13.3. Use of County Property or Facilities. While performing this Contract, Contractor shall keep County
property or facilities, and anything stored thereon in a clean, safe, and healthful condition and shall
keep the property and facilities in a manner that will not prevent or interfere with the County's
performance of its functions.
13.4. Removal of Contractor's 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.
13.5. 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.
13.6. 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.
13.7. 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.
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,
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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 particularjob 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 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 five (5) years after the 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. 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. Assienments/Delegations/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 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.
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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 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.
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 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 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 PH (Personally Identifiable Information) and
Exhibit IV: Requirements for Contractors with Access to CAS Data (Criminal Justice Information
Security.
Rev 05/10/2018 V2
OAKLAND COUNTY COMPLIANCE OFFICE — PURCHASING
CONTRACT NUMBER
Page 20
COAKLANDIF
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
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 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 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.
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 County. Unless otherwise specified herein, Notice to the County shall be addressed to
Purchasing, the County Project Manager (if applicable), and the County Contract Administrator(s)
listed on the first page of this Contract.
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 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.
Rev 05/1012018 V2
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER
Page 21
46AKLAIN&
COUNTY M I C H ICAN
OAKLAND COUNTY EXECUTIVE DAVID COULTER
PURCHASING Purchasing
(248) 858-0511 1 purchasing@oakgov.com
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, 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. 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 50t' District
of the State of Michigan, or the United States District Court for the Eastern District of Michigan,
Southern Division, as dictated by the applicable jurisdiction of the court. Except as otherwise
required by law or court rule, venue is proper in the courts set forth above. The choice of forum set
forth above shall not be deemed to preclude the enforcement of anyjudgment obtained in such
forum 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 05/10/2018 V2
OAKLAND COUNTY COMPLIANCE OFFICE — PURCHASING
CONTRACT NUMBER
Page 22
40AKLANDEF-,
COUNTY MICHIGAN
PURCHASING
OAKLAND COUNTY EXECUTIVE DAVID COULTER
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. 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. X Fully Insured or State approved self -insurer.
2. ❑ Sole Proprietors must submit a signed Sole Proprietor form.
Rev 05/10/2018 V2
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER
Page 23
AKL
COUNTY MICHIG�AN
PURCHASING
OAKLAND COUNTY EXECUTIVE DAVID COULTER
Purchasing
(248) 858-0511 1 purchasing@oakgov.com
3. ❑ Exempt entities, Partnerships, LLC, etc., must submit a State of Michigan form WC-337 Certificate of
Exemption.
Commercial Automobile Liability Insurance covering bodily injury or property damage arising out of the use
of any owned, hired, or non -owned automobile with a combined single limit of $1,000,000 each accident.
This requirement is waived if there are no company owned, hired or non -owned automobiles utilized in the
performance of this Contract.
Commercial Umbrella/Excess Liability Insurance with minimum limits of $2,000,000 each occurrence.
Umbrella or Excess Liability coverage shall be no less than following form of primary coverages or broader.
This Umbrella/Excess requirement may be met by increasing the primary Commercial General Liability limits
to meet the combined limit requirement.
Rev 05/10/2018 V2
OAKLAND COUNTY COMPLIANCE OFFICE — PURCHASING
CONTRACT NUMBER
Page 24
40AKLAND-F,
CO U NTY M I C H I G AN
PURCHASINC
Supplemental Coverages — As Needed
OAKLAND COUNTY EXECUTIVE DAVID COULT ER
Purchasing
(248) 858-0511 1 purchasing@oakgov.com
1. Professional Liability/Errors & Omissions Insurance (i.e., 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 shall be required when the Contractor provides professional services
that the County relies upon.
2. Cyber 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 physical damage.
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.
5. 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 may be dictated by the provided product/service and deemed appropriate
by the County Risk Management Department.
Rev 05/10/2018 V2
OAKLAND COUNTY COMPLIANCE OFFICE — PURCHASING
CONTRACT NUMBER
Page 25
COAKLANDF�
C O U N T Y M I C H I G AN
PURCHASING
General Insurance Conditions
OAKLAND COUNTY EXECUTIVE DAVID COULTER
Purchasing
(248) 858-0511 1 purchasing@oakgov.com
The aforementioned insurance shall be endorsed, as applicable, and shall contain the following terms,
conditions, and/or endorsements. All certificates of insurance shall provide evidence of compliance with all
required terms, conditions and/or endorsements.
1. All policies of insurance shall be on a primary, non-contributory basis with any other insurance or self-
insurance carried by the County;
2. The insurance company(s) issuing the policy(s) shall have no recourse against the County for subrogation
(policy endorsed written waiver), premiums, deductibles, or assessments under any form. All policies
shall be endorsed to provide a written waiver of subrogation in favor of the County;
3. Any and all deductibles or self -insured retentionsshall be assumed by and beat the sole risk of the Contractor,
4. Contractors shall be responsible for their own property insurance for all equipment and personal
property used and/or stored on County property;
5. The Commercial General Liability and Commercial Automobile Liability policies along with any required
supplemental coverages shall be endorsed to name the County of Oakland and it officers, directors,
employees, appointees and commissioners as additional insured where permitted by law and policy
form;
6. If the Contractor's insurance policies have higher limits than the minimum coverage requirements stated
in this document the higher limits shall apply and in no way shall 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;
Rev 05/10/2018 V2
OAKLAND COUNTY COMPLIANCE OFFICE — PURCHASING
CONTRACT NUMBER
Page 26
COUNTYlro,AKLANUF
MICHIGAN
PURCHASING
OAKLAND COUNTY EXECUTIVE DAVID COULTER
Purchasing
(248) 858-0511 1 purchasing@oakgov.com
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 rating of A- unless
otherwise approved by the County Risk Management Department.
Rev 05/10/2018 V2
OAKLAND COUNTY COMPLIANCE OFFICE— PURCHASING
CONTRACT NUMBER
Page 27
40AKLAND-7b,
COUNTY MICHIGAN
PURCHASING
OAKLAND COUNTY EXECUTIVE DAVID COULTER
EXHIBIT II
BUSINESS ASSOCIATE AGREEMENT
Purchasing
(248) 858-0511 1 purchasing@oakgov.com
(Health Insurance Portability and Accountability Act Requirements)
Exhibit II 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 Entity. "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.
Rev 05/10/2018 V2
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER
Page 28
rOAKLANUF
COUNTY MICHIGAN
PURCHASING
OAKLAND COUNTY EXECUTIVE DAVID COULTER
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 Security 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; (f) Business Associate shall conduct a security risk
analysis; and (g) Business Associate shall provide documentation upon request in relation to
performance under this section.
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 effectthat is known to Business
Associate of a use or disclosure of PHI by Business Associate in violation of law or this Agreement.
2.5 Business Associate shall report to Covered Entity any known Security Incident or any known use or
disclosure of PHI not permitted by this Agreement.
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
Rev 05/10/2018 V2
CONTRACT NUMBER
Page 29
40AKLAJND-:F�7`
count9v A iicaN
PURCHASING
OAKLAND COUNTY EXECUTIVE DAVID COULTER
Purchasing
(248) 858-0511 1 purchasing@oakgov.com
2.6 Effective September 23, 2009 orthe 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.
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.
' WHIN 11100 �5E:1�lq
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER
Page 30
40'AKL
RCN
COUNTY MICHIGAN
PURCHASING
OAKLAND COUNTY EXECUTIVE DAVID COULTER
Purchasing
(248) 858-0511 1 purchasing@oakgov.com
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.
2.11 Business Associate shall document disclosures of PHI and information related to such disclosures, to
permit Covered Entity to respond to a request by an Individual for: (a) an accounting of disclosures
of PHI in accordance with 45 CFR 164.528 or (b) effective January 1, 2011 or such later effective date
prescribed by regulations issued by the U.S. Department of Health and Human Services, an
accounting of disclosures PHI from an Electronic Health Record in accordance with the HITECH
Amendment.
2.12 Following receipt of a written request by Covered Entity, Business Associate shall provide to Covered
Entity or an Individual information collected in accordance with Section 2 to permit Covered Entity to
respond to a request by an Individual for: (a) an accounting of disclosures of PHI in accordance with
45 CFR 164.528 or (b) effective as of January 1, 2011 or such later effective date prescribed by
regulations issued by the U.S. Department of Health and Human Services, an accounting of
disclosures of Protected Health Information from an Electronic Health Record in accordance with the
HITECH Amendment.
§3. PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE. Business Associate may use and
disclose PHI as set forth in this Section.
3.1 Except as otherwise limited in this Agreement, Business Associate may use or disclose PHI to perform
functions, activities, or services for or on behalf of Covered Entity as specified in the underlying
service agreement between Covered Entity and Business Associate, provided that such use or
disclosure shall not violate the Privacy Rule if done by Covered Entity or the minimum necessary
policies and procedures of the Covered Entity. If no underlying service agreement exists between
Covered Entity and Business Associate, Business Associate may use or disclose PHI to perform
functions, activities, or services for or on behalf of Covered Entity for the purposes of payment,
treatment, or health care operations as those terms are defined in the Privacy Rule, provided that
Rev 05/10/2018 V2
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER
Page 31
frOAKLAND-W,
COUNTY M ICHIGA N
PURCHASING
OAKLAND COUNTY EXECUTIVE DAVID COULTER
Purchasing
(248) 858-0511 1 purchasing@oakgov.cwm
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 information is disclosed that: (a) the
disclosed PHI will remain confidential and will be used or further disclosed only as Required by Law
or for the purpose for which it was disclosed to the person and (b) the person notifies the Business
Associate of any known instances in which the confidentiality of the information has been breached.
3.4 Except as otherwise limited in this Agreement, Business Associate may use PHI to provide data
aggregation services to Covered Entity as permitted by 45 CFR 164.504(e)(2)(i)(B). -
3.5 Business Associate may use PHI to report violations of law to appropriate federal and state
authorities, consistent with 45 CFR 164.502(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.
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 affect Business Associate's use or disclosure of
Rev 05/10/2018 V2
OAKLAND COUNTY COMPLIANCE OFFICE — PURCHASING
CONTRACT NUMBER
Page 32
401AKLAN&F
CO U N T Y M I C H ICA N
PURCHASING
OAKLAND COUNTY EXECUTIVE DAVID COULTER
Purchasing
(248) 858-0511 1 purchasing@oakgov.com
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
posting on Covered Entity's web site.
§5. EFFECT OF TERMINATION.
5.1 Except as provided in Section 5, upon termination of this Agreement or the Contract, for any reason,
Business Associate shall return or destroy (at Covered Entity's request) all PHI received from Covered
Entity or created or received by Business Associate on behalf of Covered Entity. This provision shall
apply to PHI that is in the possession of subcontractors or agents of Business Associate. Business
Associate shall retain no copies of PHI.
5.2 If Business Associate determines that returning or destroying the PHI is infeasible, Business Associate
shall provide to Covered Entity written notification of the conditions that make return or destruction
infeasible. Upon receipt of written notification that return, or destruction of PHI is infeasible,
Business Associate shall extend the protections of this Agreement to such PHI and shall limit further
uses and disclosures of such PHI to those purposes that make the return or destruction infeasible, for
so long as Business Associate maintains such PHI, which shall be for a period of at least six (6) years.
§6 MISCELLANEOUS. -
6.1 This Agreement is effective when the Contract is executed or when Business Associate becomes a
Business Associate of Covered Entity and both Parties sign this Agreement, if later. However, certain
provisions have special effective dates, as setforth herein or as set forth in HIPAA or the HITECH
Amendment.
6.2 Reeulatory References. A reference in this Agreement to a section in the Privacy Rule or Security
Rule means the section as in effect or as amended.
6.3 Amendment. The Parties agree to take action to amend this Agreement as necessary for Covered
Entity to comply with the Privacy and Security requirements of HIPAA. If the Business Associate
refuses to sign such an amendment, this Agreement shall automatically terminate.
6.4 Survival. The respective rights and obligations of Business Associate and Covered Entity under this
Agreement shall survive the termination of this Agreement and/or the Contract.
Rev 05/10/2018 V2
OAKLAND COUNTY COMPLIANCE OFFICE —PURCHASING
CONTRACT NUMBER
Page 33
i
PURCHASING
OAKLAND COUNTY EXECUTIVE DAVID COULTER
Purchasing
(248) 858-0511 1 purchasing@oakgov.com
REQUIREMENTS FOR CONTRACTORS WITH ACCESS TO COUNTY PH
(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, drivel's license or state
personal identification card number, social security number, place of employment, employee
identification number, employer ortaxpayer 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 or as
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 Contractor of the
use or disclosure of PII in violation of law or this Contract.
2A 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
Rev 05/10/2018 V2
OAKLAND COUNTY COMPLIANCE OFFICE — PURCHASING
CONTRACT NUMBER
Page 34
401AKLANDF-��-
COUNTY MICHI GAN
PURCHASING
OAKLAND COUNTY EXECUTIVE DAVID COULTER
Purchasing
(248) 858-0511 1 purchasing@oakgov.com
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, 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 individual whose 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 noticeofthe Security Breach to the affected individuals
and/orto 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 County for 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 provide the
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 without charge to the County.
Rev 05/10/2018 V2
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER
Page 35
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
EXHIBIT IV
REQUIREMENTS FOR CONTRACTORS WITH ACCESS TO CJIS DATA
(Criminal Justice Information Security)
Exhibit IV governs the requirements for Contractors with Access to Criminal Justice Information governed by
the CJI Security Policy of the FBI.
1. Definitions
1.1 Criminal Justice Information (CJI) means data or information governed by the CJIS Security Policy.
1.2 Criminal Justice Information Services (CJIS) means the Criminal Justice Information Services, a
division in the Federal Bureau of Investigation (FBI) that setts a minimum standard of security
requirements to protect and safeguard CJI.
1.3 CJIS Security Policy means the Policy that governs the security of CJI. The CJIS Security Policy provides
guidance for the creation, viewing, modification, transmission, dissemination, storage, and
destruction of CJI. This Policy applies to every individual —contractor, private entity, noncriminal
justice agency representative, or member of a criminal justice entity —with access to, or who operate
in support of, criminal justice services and information.
2. Obligations
Contractor shall comply with the current version of the CJIS Security Policy, which may be amended
from time to time by the CJIS Advisory Policy Board of the FBI. A link to the current FBI standards is
available: httos://www.fbi.gov/services/ciis/ciis-security-r)olicv-resource-center
f MKIRY110411B.."Vf
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER
Page 36
q0'AKLAJNDF
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
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 date specified 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");
Rev 05/10/2018 V2
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER
Page 37
ITOAKLANd:�#�
C O U N T Y M I C H I CAN
PURCHASING
OAKLAND COUNTY EXECUTIVE DAVID COULTER
Purchasing
(248) 858-0511 1 purchasing@oakgov.com
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");
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 etseq.)
4. Debarment and Suspension. Contractor certifies that it is not listed on the government -wide
Excluded Parties List System in the System for Award Management (SAM). Contractor must promptly
notify the County, if Contractor is listed in SAM at any time during the term, renewal, or extension of
this Contract. If Contractor is listed in SAM, the County may terminate or cancel this Contract, in
whole or in part, immediately, upon notice to Contractor.
S. Equal Employment Opportunity. If this Contract meets the definition of "Federally Assisted
Construction Contract" under4l CFR Part60-1.3, 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 behalf of the
Contractor, state that all qualified applicants will receive considerations for employment without
regard to race, color, religion, sex, or national origin.
Rev 05/1012018 V2
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER
Page 38
40AKLANUF
COUNTY MICHIGAN
PURCHASING
OAKLAND COUNTY EXECUTIVE DAVID COULTER
Purchasing
(248) 858-0511 1 purchasing@oakgov.com
5.3 The Contractor will send to each labor union or representative of workers with which he has a
collective bargaining agreement or other contract or understanding, a notice to be provided advising
the said labor union or workers' representatives of the Contractor's commitments under this Section
and shall post copies of the notice in conspicuous places available to employees and applicants for
employment.
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 ineligible for further Government
contracts or federally assisted construction contracts in accordance with procedures authorized in
Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and
remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule,
regulation, or order of the Secretary of Labor, or as otherwise provided by law.
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.
Rev 05/10/2018 V2
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER
Page 39
MOAKUNDFF
COUNTY MICHIGAN
PURCHASING
OAKLAND COUNTY EXECUTIVE DAVID COULTER
Purchasing
(248) 858-0511 ! 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):
❑ Printed materials
❑ Electronic materials
❑ Contractor's website: [insert website address).
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.
Rev 05/10/2018 V2 OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER
Page 40
v
q0,AKLANDT---
COUNTY MICHIGAN 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 COUNTY, MICHIGAN
LOGO BRAND STANDARDS
Cnklaud Cnunty has tom, logns tnat car bu nova Thn primary Oakland County loges use No, folowing
Intare.banuezbly Use The Honvontal Two Trees loo, hand colors.
3s your default choice. This le our pnn+ary, logo the
StecevJ Lego can be used whenever spree I, oi-n .�f
is a rountr estiho it) pubbcatida. Either logo is
ar.-aptable tnr ell Cahlm¢1 County puhhcations sm
Howa.ne, only one style of logo mny lie used per
publication_ For instance, It you have the horizontal
logo an thn from of a puBllcaticn, von, errs t use the
started logo elsewhere Ir1 the continent
PIc1 one logo slyle for each publicetinel and use IT R
throughout, do not mama syles-
HOW20NTAL "TWO INEES' LOGO
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COUNTY MICH_IG AN
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Avc, ut colors let the brand are pulled 11vm Wvr other
malor Seml,n orbs it,, Oakland County Those co'Ors
nlav be used ns secondary.nnrts n pubbcatlrns
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till color design whenever poasoh.
However, c the
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„house either all -black c! ell-W;llte. No other color Is
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Rev 05/10/201 S V2
OAKLAND COUNTY COMPLIANCE OFFICE — PURCHASING
CONTRACT NUMBER
Page 41
C WCN T Y M I C Hl G A N
PURCHASING
OAKLAND COUNTY EXECUTIVE DAVID COULTER
Purchasing
(248) 858-0511 1 purchasing@oakgov.com
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.
Rev 05/10/2018 V2
OAKLAND COUNTY COMPLIANCE OFFICE — PURCHASING
CONTRACT NUMBER
Page 42
CAKLANDF-
COUNTY VIC HIGAN
OAKLAND COUNTY EXECUTIVE DAVID COULTER
PURCHASING: Purchasing
(248) 858-0511 1 purchasing@oakgov.com
EXHIBIT Vill
ACKNOWLEDGEMENT OF INDEPENDENT EMPLOYMENT STATUS
acknowledge that I am an employee orsubcontractor of
(Name of Contractor's Company):
(hereinafter "Company') under Contract#: , and
• At all times during my assignment at Oakland County, I will remain an employee or subcontractor
of the Company
• 1 am not an employee of Oakland County; and,
• I may not represent myself as an employee of Oakland County.
1 understand that:
6 Company is responsible for establishing theconditionsof my assignment to Oakland County; and
6 Company is solely responsible for compensating me for my services; and
• 1 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 Countys 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,
• If I will be given access to the County Network, I will comply with the Oakland County Electronic
Communications and Use of Technology Policy.
• 1 will comply with and sign the FBI Criminal Justice Information Services Security Addendum if I will
have access to CJIS Data.
Signed: Date:
Rev 05/10/201 S V2
OAKLAND COUNTY COMPLIANCE OFFICE — PURCHASING
CONTRACT NUMBER
Page 43
LINDIF
C O U N T Y M I C N I G —AN
PURCHASING
Print Name:
Witness:
Print Name:
OAKLAND COUNTY EXECUTIVE DAVID COULTER
Purchasing
(248) 858-0511 1 purchasing@oakgov.com
Date:
*Contractor or Contractor Employee must provide a copy of completed form to the Compliance Office -
Purchasing Unit at Purchasing@oakgov.com to receive a County Identification badge.
Rev 05/10/2018 V2
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER
Page 44
46AKLANDF
COUNTY M ICHIGA N
PURCHASING
Exhibit IX
OAKLAND COUNTY EXECUTIVE DAVID COULTER
Purchasing
(248) 858-0511 1 purchasing@oakgov.com
SCOPE OF CONTRACTOR DELIVERABLES/FINANCIAL OBLIGATION AND OAKLAND COUNTY AMERICAN
RESCUE PLAN ACT (ARPA) RECITALS
A. On March 11, 2021, the President of the United States signed the American Rescue
Plan Act of 2021 ("ARPA") into law. Section 9901 of ARPA amended Title VI of the Social Security
Act to add section 603, which establishes the Coronavirus Local Fiscal Recovery Fund. Oakland
County has been allocated $244,270,949 in Local Fiscal Recovery Fund ("LFRF") dollars under
ARPA.
B. The United States Department of Treasury has issued an interim final rule, and other
guidance for qualified uses of LFRF. Those qualified uses include responding to the COVID-19
public health emergency or its negative economic impacts, including assistance to households, small
businesses, and nonprofits, or aid to impacted industries such as tourism, travel, and hospitality.
C. Oakland County has determined that this grant program is a qualified use of LFRF
funds pursuant to the interim rule and other applicable Department of Treasury guidance. On June
30, 2021, the Oakland County Board of Commissioners appropriated up to $2,000,000 in LFRF
funds to improve behavioral health care of Oakland County Residents in hospital emergency
departments.
D. Oakland County hospitals have experienced an increasing number of behavioral
health emergency department visits as a direct result of the COVID-19 pandemic and its impacts on
behavioral health and the delivery of healthcare.
The Parties agree:
1. Grant. Subject to the terms and conditions of this Agreement, and in reliance upon the
Grantee affirmations set forth below, the Grantor agrees to make, and the Grantee agrees to
accept, the grant funds.
a. Grantor will distribute $2,000,000 in grant funds to Grantee.
b. GRANTEE UNIQUE ENTITY IDENTIFIER (OR DUNS NUMBER): Federal I.D. #: 38-
1458751
C. FEDERAL AWARD IDENTIFICATION NUMBER (FAIN): SLFRP2640
d. CATALOG OF FEDERAL DOMESTIC ASSISTANCE (CFDA) NUMBER: 21.027
Rev 05/10/201 S V2
OAKLAND COUNTY COMPLIANCE OFFICE — PURCHASING
CONTRACT NUMBER
Page 45
COAKLANDF
COUNTY MICHIGAN
PURCHASING
e. FEDERAL AWARD DATE: May 28, 2021
OAKLAND COUNTY EXECUTIVE DAVID COULTER
Purchasing
(248) 858-0611 1 purchasing@oakgov.com
f. SUBAWARD PERIOD OF PERFORMANCE START AND END DATE: October 1
2021 — September 30, 2022
g. AWARD IS NOT FOR RESEARCH & DEVELOPMENT (R&D): Funds cannot be used
for research and development related expenditures.
h. INDIRECT COST RATE FOR FEDERAL AWARD: Indirect Costs are not eligible for
this Agreement.
i. CONTACT PERSON FOR GRANTOR/PASS THROUGH ENTITY: Kyle Smith,
Controller
j. DEFINED USE OF FUNDS: All grant funds must be expended in accordance with the
guidelines for ARPA funds. Grantee will provide grants to reimburse subrecipients for
any of the following items or categories:
i. Costs of psychiatrist, social worker, or other behavioral health professional to
provide a consult or services to a behavioral health patient that presents in the
hospital emergency department.
ii. Costs related to placing patients from an emergency department into an
appropriate care setting or referral to community -based services.
iii. Ancillary; justified costs related to improving behavioral health services in
hospital emergency departments.
2. Grantee Affirmations:
a. Grantee affirms that any and all representations made to Grantor in connection with
this grant were accurate, truthful and complete and remain so. Grantee acknowledges
that all representations and information provided have been relied on by the Grantor
to provide funding under this Agreement. Grantee shall promptly notify Grantor, in
writing, of the occurrence of any event or any material change in circumstances which
would make any Grantee representation or information untrue or incorrect or
otherwise impair Grantee's ability to fulfill its obligations under this Agreement.
Rev 05/10/2018 V2
OAKLAND COUNTY COMPLIANCE OFFICE — PURCHASING
CONTRACT NUMBER
Page 46
�x
fro,
C O U NTY M I C H I G AN
PURCHASING
OAKLAND COUNTY EXECUTIVE DAVID COULTER
Purchasing
(248) 858-0511 1 purchasing@oakgov.com
b. Grantee may not use grant funds for expenses for which the Grantee has received
any other federal funds or emergency COVID-19 supplemental funding, whether it be
state, federal, or private in nature, for the same expense. No portion of grant funds
may be used for the purpose of obtaining additional Federal funds under any other
law of the United States, except if authorized by law. Grantee shall promptly notify
Grantor if it receives insurance proceeds or other disaster assistance (public or
private) that duplicates the funding received under this Agreement. Grant funds may
not be used to cover expenses that were reimbursed by insurance.
c. Grantee shall not carry out any activities under this Agreement that results In a
prohibited duplication of benefits as defined by Section 312 of the Robert T. Stafford
Disaster Relief and Emergency Assistance Act (42 U.S.C. 5155) and in accordance
with Section 1210 of the Disaster Recovery Reform Act of 2018 (division D of Public
Law 115-254; 132 Stat. 3442), which amended Section 312 of the Robert T. Stafford
Disaster Relief and Emergency Assistance Act (42 U.S.C. 5155). If the Grantee
receives duplicate benefits from another source for projects related to this disaster,
the Grantee must refund the benefits provided by the Grantor to the Grantor.
Duplication of benefits occurs when Federal financial assistance is provided to a
person or entity through a program to address losses resulting from a Federally -
declared emergency or disaster, and the person or entity has received (or would
receive, by acting reasonably to obtain available assistance) financial assistance for
the same costs from any other source (including insurance), and the total amount
received exceeds the total need for those costs.
Grantee shall use all grant funds it receives under this Agreement by September 30,
2022. Any grant funds not used by that date must be returned to Grantor.
e. The Grantee agrees to provide- quarterly updates to the Grantor on subreclpient
grants, including any documentation necessary for federal reporting requirements.
Documentation from subrecipients shall include, at a minimum, the following:
Rev 05110/2018 V2
i. Statement of services rendered;
ii. Verification of patient residence in Oakland County,
iii. Attestation from the subrecipient that the grant funds were only used to fund
unreimbursed costs that were not paid from another payer and that, should
costs be reimbursed from another payer for services funded under this grant
at a later date, the funds will be returned to the County, and
iv. Justification/verification of grant expenditures.
Grantee understands that the grant funds it receives under this Agreement are a
subaward of Grantor's LFRF funds, and that Grantor is required to manage and
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER
Page 47
MOAKLANDF
COUNTY MICHIGAN
PURCHASING
OAKLAND COUNTY EXECUTIVE DAVID COULTER
Purchasing
(248) 858-0511 1 purchasing@oakgov.com
monitor any subrecipient of LFRF funds. Therefore, Grantee agrees to comply with
any subrecipient monitoring requirements established by Grantor or by Federal law.
g. Grantee will provide grants to subrecipients pursuant to the projected schedule
identified In Attachment A and maintain the flexibility to modify Attachment A, while
staying within the total disbursement amount ($2,000,000) listed in Section 1, without
prior notification to Grantor depending on individual levels of eligible subrecipient
expenditures except that the Grantee shall notify the Grantor if any individual
allocation is increased or decreased by 25% or more at least seven (7) days prior to
the change in allocation. Grantee will provide grants only to reimburse justified
expenditures of subrecipients as described herein.
h. The Grantee shall retain no more than 3.0% of the total grant for direct administrative
costs incurred in in distributing, monitoring, and reporting on funds allocated to
subrecipients.
3. Revavment/Remedies. Grantee is subject to repayment to the Grantor of an amount equal
to the grant funds received by Grantee in the event Grantee has made material
misrepresentations to the Grantor in its Application, voluntary bankruptcy or insolvency
proceeding are commenced against the Grantee and not set aside within sixty (60) days, or
the Grantee fails to otherwise comply with the requirements of this Agreement. In the event
Grantor later determines the information Grantee provided in conjunction with this grant, or
that Grantee was ineligible for this grant, or that Grantee's use of the grant funds following
receipt was contrary to this Agreement, Grantee agrees to repay the grant funds to Grantor in
full. Grantor further retains all rights and remedies allowed in law or equity, including seeking
payment of its reasonable costs and expenses incurred enforcing its rights and remedies.
Any grant funds not retained for administrative costs or distributed to subrecipients at the
conclusion of the grant shall be returned to Grantor by September 30, 2022.
4. Performance Metrics. Grantee shall provide a standardized reporting form to
subrecipients, which shall require subrecipients to provide the following information, at a
minimum (Grantor may direct Grantee to require additional information from the
subrecipients):
a. Number of visits or consults performed by health professionals utilizing this grant
funding,
b. Any changes in patient placement as a result of the this grant funding;
c. Previous years financial losses as a result of performing psychiatric consults,
d. Any decreases in violence among behavioral health patients as a result of the this
grant funding; and
e. Any other relevant information, to be determined by Grantor.
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Grantee Indemnification. Grantee shall indemnify, defend and hold Grantor and its elected
and appointed officials harmless from all claims incurred or asserted against Grantor and its
elected and appointed officials, by any person or entity, which are alleged to have been
caused directly or indirectly form the acts or omissions of Grantee or Grantee's employees.
Grantee further agrees to indemnify and hold Grantor harmless for the payment of any tax or
withholding payments, including any penalty assessed it may owe under this Agreement as
described in Section 7.
6. No Indemnification from Grantor. Grantee shall have no rights against Grantor for
indemnification, contribution, subrogation, or any other right against Grantee unless
expressly provided herein.
7. Tax Liabilitv. Grantor and Grantee agree that to the extent that any part of the
aforementioned funds are deemed to be taxable, that Grantee agrees to be fully responsible
for the payment of any taxes, including withholding payments, social security, or other funds
which are required to be withheld. Grantee agrees to provide Grantor with all information and
cooperation necessary to execute a completed 1099-G form; which Grantor will file with the
United States Internal Revenue Service. Grantee acknowledges that Grantee will consult with
a tax professional regarding thetaximplications, if any, of the grant funds, and/or hereby
waives the option to do so.
8. 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.), to avoid any real or perceived conflict of interest, Grantee
shall disclose to Grantor the identity of all Grantee employees and all relatives of Grantee
employees who: a) are employed by the Grantor or are elected or appointed officials of the
Grantor, on the date the Grant is executed; and b) becomes employed or appointed by the
Grantor or becomes an elected official of Grantor during the term of the Grant.
9. Access to Records and Audit. Payments from ARPA funds are subject to 2 C.F.R. 200.303
regarding internal controls, 2 C.F.R. 200.331-333 regarding subrecipient monitoring and
management, and 2 C.F.R. Part 200 Subpart F regarding audit requirements. Where
applicable, these requirements are considered legally binding and enforceable under this
Agreement. Oakland County reserves the right to use any legal remedy at its disposal
including, but not limited to, disallowance of costs, withholding of funds or recoupment as
may be necessary to satisfy requirements. Subawards or subcontracts, if any, shall contain a
provision making them subject to all of the provisions stipulated in this Agreement.
Grantee shall maintain all records pertinent to the Agreement and Amendment, including
backup copies, for a period of five (5) years. The records shall be kept in accordance with
generally accepted accounting practices, utilize adequate internal controls and shall maintain
necessary documentation for all costs incurred, including documentation and an inventory of
all equipment purchased with grant funds. These internal controls should be in compliance
with guidance in "Standards for Internal Control in the Federal Government" issued by the
Comptroller General of the United States or the "Internal Control Integrated Framework",
Issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
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In addition to Grantor, the U.S. Department of Treasury, or their authorized representatives,
shall be provided the right to audit all records pertaining to the expenditure and use of grant
funds. All records with respect to any matters covered by this Agreement shall be made
available to Grantor, the Federal awarding agency, and the Comptroller General of the United
States or any of their authorized representatives, at any time during normal business hours,
as often as deemed necessary, to audit, examine, and make excerpts or transcripts of all
relevant data. Any deficiencies noted in audit reports must be fully cleared by Grantee within
30 days after receipt by the Grantee. Failure of Grantee to comply with the audit
requirements will constitute a violation of this Agreement.
Fund payments are considered to be considered 'other federal financial assistance" under
Title 2 C.F.R. 200 — Uniform Administrative Requirements, Cost Principals, and Audit
Requirements for Federal Awards ("Uniform Guidance") and are subject to the Single Audit
Act Amendments of 1996 (31 U.S.C. 7501-7507 or program specific audit pursuant to 2
C.F.R. 200.501(a) when Grantee spends $750,000 or more in federal awards during their
fiscal year.
Fund payments are subject to 2 C.F.R. 200.303 regarding internal controls. Subrecipient
must establish and maintain effective internal control over the Federal award that provides
reasonable assurance that the Subrecipient is managing the award in compliance with
Federal statutes, regulations, and the terms and conditions of the award.
Fund payments are subject to 2 C.F.R. 200.330 through 200.332 regarding Grantee
monitoring and management. Fund payments are subject to Subpart F regarding audit
requirements. Failure of Grantee to comply with the audit requirements will constitute a
violation of this Agreement. Grantee may be required to submit a copy of that audit to the
Grantor in accordance with the Uniform Guidance.
Grantee shall provide a final report that is due to Grantor by October 31, 2022, or 30 days
after grant funds have been exhausted, whichever is sooner . Grantee agrees to submit a
detailed and timely grant report covering expenses related to its use of grant funds under this
Agreement.
10. Compliance with Laws. Grantee shall comply with all federal, state, and local laws, statutes,
ordinances, regulations, and all requirements applicable to its activities under this Grant. This
includes the following:
a. Grantee must comply with 2 C.F.R. 200.303(e) and take reasonable measures to
safeguard protected personally identifiable information, as defined in 2 C.F R. 200.82,
and other information Grantor designates as sensitive or the Grantee considers
sensitive consistent with applicable Federal, state, and local laws regarding privacy
and obligations of confidentiality.
b. Grantee must comply with 2 C.F.R. 200.332, if it is passing -through grant
funds/issuing subawards to other entities.
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c- Grantee must comply with 31 U.S.C. Chapter 38, Administrative Remedies for False
Claims and Statements. Grantee will not pass through grant funds to an entity listed
in the SAM Exclusions. SAM Exclusions is the list maintained by the General Services
Administration that contains the names of parties debarred, suspended, or otherwise
excluded by agencies, as well as parties declared ineligible under statutory or
regulatory authority other than Executive Order 12549. SAM exclusions can be
accessed at www.sam.qov
d. Grantee must register at sam.gov
e. Grantee must comply with Title VI of -the Civil Rights Act of 1964, and any
implementing regulations, which prohibits entities receiving Federal financial
assistance from excluding from a program or activity, denying benefits or services, or
otherwise discriminating against a person on the basis of race, color, national origin
(including limited English proficiency), disability, age, or sex (including sexual
orientation and gender identity). All applicable U.S. Department of Treasury Title VI
regulations are incorporated into this Agreement and made a part of this Agreement.
11. Assignment. Grantee may not assign any of its rights or obligations under this Agreement
to any person or entity.
12. Severability. If a court of competent jurisdiction finds a term of this Grant to be illegal or
invalid, then the term shall be deemed severed from this Grant. All other terms shall remain
in full force and effect. Notwithstanding the above, if Grantee's promise to indemnify or hold
the Grantor harmless is found illegal or invalid, Grantee shall contribute the maximum it is
permitted by law toward the payment and satisfaction of any claims against the Grantor.
13. Governinci Law/Consent to Jurisdiction and Venue. This Grant shall be governed,
interpreted and enforced by the laws of the State of Michigan. Except as otherwise required
by law or court rule, jurisdiction and venue shall be in the Sixth Judicial Circuit Court of the
State of Michigan or the 5011 District of the State of Michigan.
14. Entire Agreement. This constitutes the entire understanding between the Parties
concerning the use of the grant funds.
15. Electronic signatures. This Agreement may be signed in counterparts with the use of
facsimile and electronic signatures, which shall be considered valid and binding on the
Parties.
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Attachment A
The below represents the estimated costs to provide the services described in this grant Agreement based
upon subrecipient feedback. Actual reimbursements may vary from the estimates below at the conclusion of
the grant agreement based upon actual costs substantiated by subrecipients. Total amount of costs will not
exceed the disbursement amount ($2,000,000) listed in Section 1.
Facility
Est. Grant Award
Ascension Macomb -Oakland
$192,000
Ascension Providence Rochester
$192,000
Ascension Providence Southfield
$307,200
Beaumont Farmington Hills
$60,000
Beaumont Hospital Royal Oak
$106,000
Beaumont Hospital Troy
$250,000
Henry Ford West Bloomfield
$460,800
McLaren Oakland
$84,000
St. Joseph Mercy Oakland
$288,000
MHA Admin Costs S60,000
Total $2,000,000 -
Rev 05/10/2018 V2
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CONTRACT NUMBER
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PURCHASING
Rev 05/10/2018 V2
OAKLAND COUNTY EXECUTIVE DAVID COULTER
Purchasing
(248) 858-0511 1 purchasing@oakgov.com
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