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Home My WebLink AboutResolutions - 2022.02.24 - 35315MOAKLANdr- C O U N T Y M I C H I G A N BOARD OF COMMISSIONERS February 24,2022 MISCELLANEOUS RESOLUTION #22-043 Sponsored By: Gwen Markham IN RE: Information Technology - Interlocal Agreement Extension of Contract #005228 with Intellitech Corp for Support of the Jail Management System Chairperson and Members of the Board: WHEREAS the Department of Information Technology is entering into a contract extension with Intellitech Corp. for 18 months to provide licensing and support of the Jail Management System until the active project to replace the system is completed; and WHEREAS the Purchasing Terms and Conditions, in Section 2400.6 Duration of Contracts and under Procedure, states "The Board of Commissioners shall approve contracts beyond five years'; and WHEREAS the current 5-year contract expires on May 31, 2022 and will be amended for the period from June 1. 2022 to November 30, 2023 with an anticipated cost of $164,633, bringing the contract not -to -exceed to $1,262,418. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners approves the extension of Contract 4005906 with Intellitech Corp. for the period June 1. 2022 — November 30, 2023, Chairperson, the following Commissioners are sponsoring the foregoing Resolution: Gwen Markham. zdu Date: February 25, 2022 David Woodward, Commissioner Lau Date. February 28, 2022 Hilarie Chambers, Deputy County Executive II t 1 Date: March 01, 2022 Lisa Brown, County Clerk / Register of Deeds COMMITTEE TRACKING 2022-02-09 Finance - recommend to Board 2022-02-24 Full Board VOTE TRACKING Motioned by Commissioner Penny Luebs seconded by Commissioner Karen Joliat to adopt the attached Interlocal Agreement: Extension of Contract 005228 with Intellitech Corp for Support of the Jail Management Svstem. Yes: David Woodward, Michael Gingell, Michael Spisz, Karen Joliat, Kristen Nelson, Eileen Kowall, Christine Long, Philip Weipert, Gwen Markham, Angela Powell, Thomas Kuhn, Charles Moss, Marcia Gershenson, William Miller III, Yolanda Smith Charles, Charles Cavell, Penny Luebs, Janet Jackson, Gary McGillivray, Robert Hoffman (20) No: None (0) Abstain: None (0) Absent: (0) The Motion Passed. ATTACHMENTS 1. 2022-2023 Contract Extension with Intellitech Corp 2. 2018 - Amendment to Contract #005228 with Intellitech Corp 3. 2017 - Contract #005228 with Intellitech 4. JMS_RFP Bid_Summary 61119 5. JMS rfp_score_card STATE OF MICHIGAN) COUNTY OF OAKLAND) I, Lisa Brown, Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true and accurate copy of a resolution adopted by the Oakland County Board of Commissioners on February 24, 2022, 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 Thursday, February 24, 2022. Lisa Brown, Oakland Cozrnty Clerk/Register of Deeds rOAKIAND COUNTY MICHIGAN PURCHASING (Department) OAKLAND COUNTY EXECUTIVE DAVID COULTER Purchasing (248) 858-0511 ( purchasing@oakgov.com AMENDMENT OF CONTRACT 005228 AMENDMENT [Change Order Number( AMENDMENT DATE: Buyer This AMENDMENT OF CONTRACT (hereafter this "Amendment') is made and entered into by and between the Contractor named and identified below, (hereafter "Contractor") and the COUNTY OF OAKLAND (hereafter "County") whose address is 2100 Pontiac Lake Rd, Waterford, MI 48328. CONTRACTOR I ADDRESS Vendor Name: Intellitech Corp I 8544 Hickory Hill Ste 1 Vendor Number: 189 Poland, OH 44514 The County and Contractor agree and acknowledge that the purpose of this Amendment is to modify as provided herein and otherwise continue the present contractual relationship between the Parties as described in their current contract with the same contract number as above. In consideration of the extension of the mutual promises, representations, assurances, agreements, and provisions in the Contract and this Amendment, the adequacy of which is hereby acknowledged by the Parties, the County and Contractor hereby agrees to amend the current Contract as follows: 1.0 The County and Contractor agree that any and all defined words or phrases in the current Contract between the parties will apply equally to and throughout the amendment. 2.0 The Parties agree that any and all other terms and conditions set forth in the current Contract between the Parties shall remain in full force and effect and shall not be modified, excepted, diminished, or otherwise changed or altered by this Amendment except as otherwise expressly provided for in this Amendment. 3.0 Description of Change: 3.1 The Contract Expiration Date is extended from 05/31/2022 to 11/30/2023. 3.2 The Contract Not to Exceed ("NTE") Amount is increased by $164,633.00. The NTE Amount is changed .from $1,097,785.00 to $1,262,418.00. 3.3 Update Schedule 1: Software Maintenance Fees —The Annual Maintenance Fee shall be: 3.3.1. Change Year 5 - 2022 from 219,557 to $175,645.00 3.3.2. Add Year 6 for $175,645.00. AMENDMENT OF CONTRACT [Contract Number} Rev 2020109/16 Page 1 �® COAKLANDY-9 COUNTY MICHIGAN PURCHASING OAKLAND COUNTY EXECUTIVE DAVID COULTER Purchasing (248) 8SM511 I purchasing@oakgov.com For and in consideration of the mutual assurances, promises, acknowledgments, warrants, representations, and agreements set forth in the Contract and this Amendment, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the undersigned hereby execute this Amendment on behalf of the County, and Contractor and by doing so legally obligate and bind the County and Contractor to the terms and conditions of the Contract and this Amendment. THE CONTRACTOR: THE COUNTY OF OAKLAND: xxx SIGN / DATE: [Vendor] SIGN / DATE: Scott N. Guzzy, CPPO, MBA, Purchasing Administrator AMENDMENT OF CONTRACT [Contract Number] Rev 2020/09/16 Page 2 4 0AKLAIVD C O U NTY M I C H I GAN OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858.0511 1 purchasing @oakgov.com Information Technology RLB AMENDMENT OF CONTRACT 005228 AMENDMENT 01 AMENDMENT DATE: May 3, 2018 This AMENDMENT OF CONTRACT (hereafter this "Amendment") is made and entered into by and between the Contractor named and identified below, (hereafter "Contractor") and the COUNTY OF OAKLAND (hereafter "County") whose address is 2100 Pontiac Lake Rd, Waterford, MI 48328. CONTRACTOR Intellitech Corporation Vendor Number: 189 ADDRESS 8544 Hickory Hill Ste 1 Poland, OH 44514 The County and Contractor agree and acknowledge that the purpose of this Amendment is to modify as provided herein and otherwise continue the present contractual relationship between the Parties as described in their current contract with the same contract number as above. In consideration of the extension of the mutual promises, representations, assurances, agreements, and provisions in the Contract and this Amendment, the adequacy of which is hereby acknowledged by the Parties, the County and Contractor hereby agrees to amend the current Contract as follows: 1.0 The County and Contractor agree that all defined words or phrases in the current Contract between the parties will apply equally to and throughout the amendment. 2.0 The Parties agree that all other terms and conditions set forth in the current Contract between the Parties shall remain in full force and effect and shall not be modified ,4excepted, diminished, or otherwise changed or altered by this Amendment except as otherwise expressly provided for in this Amendment. 3.0 Description of Change: Contractor shall develop a program to provide data from County's Jail Management System (IMACS) to a new payment processing service County will be receiving from Inmate Calling Solutions/Keefe Commissary Network LLC. Contractor shall develop a program to retrieve and publish data from the Inmate Calling Solutions/Keefe payment processing service that will be input into IMACS daily. Contractor shall provide Keefe with access to the following data in IMACS: 1) Publish Residents, 2) PublishResidents Photo, 3) GetUnApplied Deposits, and 4) ConfirmedApplled Deposits. Contractor shall update IMACS to display and print bank deposit and reconciliation detail from Keefe's payment processing service. Contractor shall provide County with and update to the current version of IMACS (also known as IMACSV) to capture new bank deposit data form the Keefe payment services system. This will include 1) GetUnappliedBank Transfers and 2) GetAppliedBank Transfers. AMENDMENT OF CONTRACT 005228 Page 1 Rev 2015/12/02(v2) q0" CO U NTY M I CH IGA N OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248.858.0511 1 purchasing@oakgov.com County shall pay Contractor an initial payment of $12,825.00, after it receives payment from Keefe. Upon receipt of payment from County, Contractor shall begin the work described herein. Upon acceptance of the services described herein, and payment to County from Keefe, County shall provide Contractor with a final payment of $12,825,00. For and in consideration of the mutual assurances, promises, acknowledgments, warrants, representations, and agreements set forth in the Contract and this Amendment, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the undersigned hereby execute this Amendment on behalf of the County, and Contractor and by doing so legally obligate and bind the County and Contractor to the terms and conditions of the Contract and this Amendment. THE CONTRACTOR: THE COUNTY OF OAKLAND: aec 1=fi °.wosn�y If.lay t: •il. SIGN / DATE: May 3, 2018 Intellitech Corporation SIGN / DATE:— saoa Pamela L. Weipert, CPA CIA, Compliance Officer or Scott N. Guzzy, CPPO, MBA, Purchasing Administrator AMENDMENT OF CONTRACT 005228 Page 2 Rev 2015/12/02(v2) 40'AKRNIRI�®® COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING Buyer: RLB OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON CONTRACT NUMBER: 005228 Compliance Office I Purchasing 248-858-D511 I purchasing@oakgov.com Event # NPC427 CONTRACT between the COUNTY OF OAKLAND and CONTRACTOR Not To Exceed Amount: $1,097,785.00 I Effective Date: 10/1/2017 I Expiration Date: 5/31/2022 Contract Jail Management System - P Description: Contractor Information: Intellitech Corp 8544 Hickory Hill Ste 1 Poland, OH 44514 Vendor No: 189 Compliance Office Purchasing Information: Buyer: Richard Brower OAKLAND COUNTY 2100 Pontiac Lake Rd Bldg 41W Waterford, MI 48328-0462 248-858-0511 purchasing@oakgov.com The Parties agree to the attached terms and conditions: FOR THE CONTRACTOR: SIGN: ZA/t GOIL ,,hn J Ja-b, Io, � �n,,:017) FOR THE COUNTY: SIGN: Contract Administrator aec Contract Administrator: Contract Administrator Oakland County Using Department: Michael Timm Director Information Technology 1200 North Telegraph Road Waterford MI48341 Phone: 248-858-0857 timmmr@oakgov.com SIGN:ocr jo<„ Pamela L. Weipert, CPA, CIA, Compliance Officer or Scott N. Guzzy, CPPO, MBA, Purchasing Admin OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/01(0) CONTRACT NUMBER 005228 Page 1 IT OA KLAN1 OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON CO U N T Y M IC H I G AN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0517 I purchasing@oakgov.com This Contract ("Contract") is made and entered into between INTELLITECH Corporation, ("Intellitech") located at 8544 Hickory Hill Drive, Poland, Ohio 44515, and the County of Oakland, ("County"), a Michigan Constitutional Corporation, whose address is 1200 N. Telegraph Road, Pontiac, Michigan 48341. The purpose of this Contract is for Intellitech to provide the County with continuing support and maintenance of a jail management system. The Contract is organized and divided into the following sections for the convenience of the Parties: SECTION 1. CONTRACT DOCUMENTS AND DEFINITIONS SECTION 2. CONTRACT EFFECTIVE DATE AND TERMINATION SECTION 3. SCOPE OF INTELLITECH'S SERVICES SECTION 4. COUNTY PAYMENT OBLIGATION FOR INTELLITECH'S SERVICES SECTION 5. INTELLITECH ASSURANCES AND WARRANTIES SECTION 6. INTELLITECH PROVIDED INSURANCE AND INDEMNIFICATION SECTION 7. INTELLITECH OBLIGATIONS UNDER THE HEALTH INSURANCE PORTABILITY AND ACCOUNTIBILITY ACT OF 1996 SECTION 8. SOFTWARE LICENSE SECTION9. GENERAL TERMS AND CONDITIONS In consideration of the mutual promises, obligations, representations, and assurances in this Contract, the Parties agree to the following: §1. CONTRACT DOCUMENTS AND DEFINITIONS The following words and expressions when printed with the first letter capitalized as shown herein, whether used in the singular or plural, possessive or non -possessive, and/or either within or without quotation marks, shall be defined and interpreted as follows: 1.1. "Intellitech Employee" means without limitation, any employees, officers, directors, members, managers, trustees, volunteers, attorneys, and representatives of Intellitech, and also includes any Intellitech licensees, concessionaires, contractors, subcontractors, independent contractors, Intellitech's suppliers, subsidiaries, joint ventures or partners, and/or any such persons, successors or predecessors, employees, (whether such persons act or acted in their personal, representative or official capacities), and/or any and all persons acting by, through, under, or in concert with any of the above. "Intellitech Employee" shall also include any person who was a Intellitech Employee at any time OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/01(v3) CONTRACT NUMBER 006228 Page 2 COAKLANIIF�� OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICH IGAN . COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 I purchasing@oakgov.com during the term of this contract but, for any reason, is no longer employed, appointed, or elected in that capacity. 1.2. "Claims" means any alleged losses, claims, complaints, demands for relief or damages, suits, causes of action, proceedings, judgments, deficiencies, liability, penalties, litigation, costs, and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation expenses, litigation expenses, amounts paid in settlement, and/or other amounts or liabilities of any kind which are imposed on, incurred by, or asserted against the county, or for which the county may become legally and/or contractually obligated to pay or defend against, whether direct, indirect or consequential, whether based upon any alleged violation of the federal or the state constitution, any federal or state statute, rule, regulation, or any alleged violation of federal or state common law, whether any such claims are brought in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 1.3. "County" means the County of Oakland, a Municipal and Constitutional Corporation, its departments, divisions, authorities, boards, committees, and "County Agent" as defined below. 1.4. "County Agent" means all elected and appointed officials, directors, board members, council members, commissioners, employees, volunteers, representatives, and/or any such persons' successors (whether such person act or acted in their personal representative or official capacities), and/or any persons acting by, through, under, or in concert with any of them. "County Agent" shall also include any person who was a "County Agent" anytime during the term of this Contract but, for any reason, is no longer employed, appointed, or elected and serving as an Agent. 1.5. "Day" means any calendar day, which shall begin at 12:00:01 a.m. and end at 11:59:59 p.m. 1.6. "Software" shall mean the IMACS software owned by Intellitech and all modifications done to the IMACS software to meet the County's specifications herein and any future updates or modifications licensed to County pursuant to the terms of the Contract. 1.7. "Jail Management System" or "System" means all software, hardware, interfaces, exports, conversions, and deliverables as outlined by the County in this Contract. 1.8. "Contract Documents" This Contract includes and fully incorporates herein all of the following documents: 1.8.1. Exhibit I: Intellitech Insurance Requirements 1.8.2. Exhibit II: Materials for Intellitech to Maintain with County's Escrow Agent 1.8.3. Exhibit III: Software Maintenance Agreement • Schedule I: Software Maintenance Fees 1.8.4. Exhibit IV: Source Code License Agreement OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/01(0) CONTRACTNUMBER 005228 Page 3 COAKLAN02—PI OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON CO U NTY M I C H I GAN COMPLIANCE OFFICE Compliance Office l Purchasing PURCHASING 248.858-0511 1 purchasing@oakgov.com 1.9. E-Verify" is an Internet based system operated by the Department of Homeland Security (DHS) in partnership with the Social Security Administration (SSA) that allows participating employers to electronically verify the employment eligibility of their new hired employees. For more information and to register visit https:He-verify.uscis.gov/enroll/ §2. CONTRACT EFFECTIVE DATE AND TERMINATION 2.1. The effective date of this Contract shall be December 1, 2017 and unless otherwise terminated or canceled as provided below, it shall end at 11:59:59 p.m. on the "Contract Expiration Date" shown on the first page of this Contract, at which time this Contract expires without any further act or notice of either Party being required. The Parties may continue on a month to month basis after the expiration date. Notwithstanding the above, under no circumstances shall this Contract be effective and binding and no payments to Intellitech shall be due or owing for any Intellitech services until and unless: 2.1.1. This Contract is signed by an Intellitech Employee, legally authorized to bind Intellitech. 2.1.2 Any and all Intellitech Certificates of Insurance, and any other conditions precedent to the Contract have been submitted and accepted by the County. 2.1.3 This Contract is signed by an authorized agent of the Oakland County Purchasing Division, as provided for on the signature page of this Contract, who shall be the final signatory to this Contract. 2.2. The County may terminate and/or cancel this Contract (or any part thereof), while retaining all of its other legal remedies, at any time during the term, any renewal, or any extension of this Contract, upon ninety (90) Days written notice to Intellitech, for any reason, including convenience without incurring obligation or penalty of any kind. The effective date for termination or cancellation shall be clearly stated in the written notice. 2.3. The County's sole obligation in the event of termination is for payment for actual services rendered by Intellitech before the effective date of termination, actual services rendered shall include all work performed by Intellitech prior to the effective date of termination whether or not modules have been completed. Under no circumstances shall the County be liable for any future loss of income, profits, any consequential damages or any loss of business opportunities, revenues, or any other economic benefit Intellitech may have realized but for the termination and/or cancellation of this Contract. The County shall not be obligated to pay Intellitech any cancellation or termination fee if this Contract is cancelled or terminated as provided herein. 2.4. Intellitech may terminate and/or cancel this Contract (or any part thereof), while retaining all of its other legal remedies, at any time upon ninety (90) Days written notice to the County, if the County defaults in any obligation contained herein, and within the ninety (90) Day notice period the County has failed or has not attempted to cure any such OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/01(0) CONTRACT NUMBER 005228 Page 4 CAUANOF COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office I Purchasing 248-858.0511 1 purchasing@oakgov.com default. The effective date of termination and/or cancellation and the specific alleged default shall be clearly stated in the written notice. D. SCOPE OF INTELLITECH'S SERVICES 3.2. Intellitech shall maintain the Source Code with County's Escrow Agent as set forth in Exhibit II. 3.3. Intellitech shall maintain and support the Software as provided in the Maintenance Agreement attached as Exhibit 111. 3.4. Intellitech shall license the Software to the County as provided herein. §4. COUNTY PAYMENT OBLIGATIONS FOR INTELLITECH'S SERVICES 4.1. Except as otherwise expressly provided for in this Contract, the County's sole financial obligation to Intellitech for any Intellitech services under this Contract shall be: 4.1.1. In no event, shall the County's amount due and owing Intellitech for any and all services rendered exceed the amount identified as the "NOT TO EXCEED AMOUNT" on the first page of this Contract. In the event Intellitech can reasonably foresee the total billings for its services will exceed this "NOT TO EXCEED AMOUNT, "Intellitech shall provide the County with notice of this contingency at least forty-five (45) Days before this event. 4.2. Except as otherwise provided in this Contract, the County shall not be responsible for any cost, fine, penalty, or direct, indirect, special, incidental or consequential damages incurred or suffered by Intellitech in connection with or resulting from Intellitech providing any services under this Contract. 4.3. Except as otherwise provided in this Contract, Intellitech shall not be responsible for any special, incidental, or consequential damages incurred or suffered by the County in connection with Intellitech providing any services under his Contract. 4.4. The County has the right to offset any amounts due and owing to Intellitech should the County incur any cost associated with this Contract that is the obligation of Intellitech under this Contract. 4.5. This Contract does not authorize any in -kind services by either Party, unless expressly provided herein. §5. INTELLITECH'S ASSURANCES AND WARRANTIES 5.1. Service Warranty. Intellitech warrants that all services performed hereunder will be performed in a manner that complies with all applicable laws, statutes, regulations, ordinances, and professional standards. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/01(0) CONTRACT NUMBER 005228 Page 5 O` KLANIW OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 purchasin g@oakgov.com p g@oakgov.com 5.2. Business and Professional Licenses. Intellitech will obtain and maintain at all times during the term of this Contract all applicable business and professional licenses necessary to provide the contracted services. 5.3. Equipment and Supplies. Intellitech is responsible for providing equipment and supplies to be used by Intellitech in performing its services hereunder, and any equipment and supplies which are not expressly required to be provided by the County herein. Intellitech shall remove its equipment used in any County facility at the conclusion of its work, except that if work is performed at the Oakland County Sheriff's Office, then equipment and supplies shall be removed after each day's work. 5.4. Taxes. Intellitech shall pay, its own local, state and federal taxes, including without limitation, social security taxes, and unemployment compensation taxes. The County shall not be liable to or required to reimburse Intellitech for any federal, state and local taxes or fees of any kind. 5.5. Intellitech's Incidental Expenses. Except as otherwise expressly provided in this Contract, Intellitech shall be solely responsible and liable for all costs and expenses incident to the performance of all services for the County including, but not limited to, any professional dues, association fees, license fees, fines, taxes, and penalties. 5.6. Intellitech Employees. 5.6.1. Intellitech shall employ and assign qualified Intellitech Employees as necessary and appropriate to provide the services under this Contract. Intellitech shall ensure all Intellitech Employees have all the necessary knowledge, skill, and qualifications necessary to perform the required services and possess any necessary licenses, permits, certificates, and governmental authorizations as may be required by law. 5.6.2. Intellitech shall solely control, direct, and supervise all Intellitech Employees with respect to all Intellitech obligations under this Contract. Intellitech will be solely responsible for and fully liable for the conduct and supervision of any Intellitech Employee. 5.6.3. All Intellitech Employees shall wear and display appropriate county -provided identification at all times while working on County premises. 5.6.4. All Intellitech Employees assigned to work under this Contract may, at the County's discretion, be subject to a security check and clearance by the County. 5.6.5 All newly hired Contractor Employees, unless otherwise excluded under Misc. Resolution No. 09116 must undergo employment eligibility verification through the E-Verify system. Failure to verify newly hired employees is a material breach of this Contract. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/01(v3) CONTRACT NUMBER 005228 Page 6 �` —""ANDS OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON C O U N T Y M I C H I GAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing @oakgov.com 5.6.6. The County reserves the right to approve Intellitech's assignment of Key Personnel (as listed below) to this Contract and to recommend reassignment of personnel deemed unsatisfactory by the County. Intellitech shall not remove or reassign, without the County's prior written permission, not unreasonably withheld, any Key Personnel listed in this Section until such time as the Key Personnel have completed all of their planned and assigned responsibilities under this Contract. Intellitech agrees that the continuity of Key Personnel is critical to the performance of this Contract. The prohibition against removal or reassignment shall not apply where Key Personnel must be replaced for reasons beyond the reasonable control of Intellitech including but not limited to illness, disability, resignation or termination of the Key Personnel's employment. Intellitech shall assign the following Key Personnel to provide the services required under this Contract: John J. Jacobs, J. Jeff Sweeney, Joseph Cecil, Robert Donegan and Stephanie Foley. 5.7. Intellitech Employee -Related Expenses. All Intellitech Employees shall be employed at Intellitech's sole expense (including employment -related taxes and insurance) and Intellitech warrants that all Intellitech Employees shall fully comply with and adheres to all of the terms of this Contract. Intellitech shall be solely and completely liable for any and all applicable Intellitech Employee's federal, state, or local payment withholdings or contributions and/or any and all Intellitech Employee related pension or welfare benefits plan contribution under federal or state law. Intellitech shall indemnify and hold the County harmless for all Claims against the County by any Intellitech Employee, arising out of any contract for hire or employer -employee relationship between Intellitech and any Intellitech Employee, including, but not limited to, Worker's Compensation, disability pay or other insurance of any kind. 5.8. Full Knowledge of Service Expectations and Attendant Circumstances. Intellitech warrants that before submitting its Proposal and/or entering into this Contract, it had a full opportunity to review the proposed services, and review all County requirements and/or expectations under this Contract. Intellitech is responsible for being adequately and properly prepared to execute this Contract. Intellitech has satisfied itself in all material respects that it will be able to perform all obligations under the Contract as specified herein. 5.9. Intellitech's Relationship To The County Is That Of An Independent Contractor. Nothing in this Contract is intended to establish an employer -employee relationship between the County and either Intellitech or any Intellitech Employee. All Intellitech Employees assigned to provide services under this Contract by Intellitech shall, in all cases, be deemed employees of Intellitech and not employees, agents or sub -contractors of the County. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07101(0) CONTRACT NUMBER 005228 Page 7 4OAKLANI - C O U NTY M IC H I GAN COMPLIANCE OFFICE PURCHASING 5.10 E-Verify. OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office I Purchasing 248.858-0511 I purchasing@oakgov.com 5.10.1 In accordance with Miscellaneous Resolution No.09116 (BOC Minutes, July 30, 2009, pp 37-38), unless otherwise exempted, all service Contractors who wish to contract with the County to provide services must first certify they have registered with, will participate in, and continue to utilize, once registered, the E-Verify Program (or any successor program implemented by the federal government or its departments or agencies) to verify the work authorization status of all newly hired employees employed by the Contractors. Breach of this term or conditions is considered a material breach of this Contract. 5.10.2 Contractor's execution of this Contract constitutes a certification that they are authorized to certify on behalf of Contractor and do hereby certify on behalf of Contractor that the Contractor has registered with, has and will participate in, and does and will continue to utilize once registered and throughout the term of this Contract and any permissible extension hereof, the E-Verify Program (or any successor program implemented by the federal government or its departments or agencies) to verify the work authorization status of all newly hired employees employed by the Contractor. §6. INTELLITECH PROVIDED INSURANCE AND INDEMNIFICATION 6.1. Indemnification. 6.1.1. Intellitech shall indemnify and hold the County harmless from any and all Claims which are incurred by or asserted against the County by any person or entity, alleged to have been caused or found to arise, solely from the acts, performances, errors, or omissions of Intellitech or Intellitech's Employees, including, without limitation, all Claims relating to injury or death of any person or damage to any property. 6.1.2. The indemnification rights contained in this Contract are in excess and over and above any valid and collectible insurance rights/policies. During the term of this Contract, if the validity or collectability of Intellitech's insurance is disputed by the insurance company, Intellitech shall indemnify the County for all claims asserted against the County and if the insurance company prevails, Intellitech shall indemnify the County for uncollectable accounts. 6.1.3. Intellitech shall have no rights against the County for any indemnification (e.g., contractual, equitable, or by implication), contribution, subrogation, and/or any other right to be reimbursed by the County except as expressly provided herein. 6.1.4. Intellitech waives and releases all actions, liabilities, loss and damage including any subrogated rights it may have against the County based upon any Claim brought against the County suffered by an Intellitech Employee. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/01(0) CONTRACT NUMBER 005225 Page 8 COAKLANDF-r CO U N T Y M I C H I GAN COMPLIANCE OFFICE PURCHASING OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office I Purchasing 248.858-0511 1 purchasing@oakgov.com 6.1.5. Intellitech agrees to indemnify, defend and hold harmless County from and against any actions or demands, including attorney fees, alleging that any Software licensed hereunder infringes any U.S. patent, copyright, trade secret right or other property rights of any third party. Intellitech shall have the obligation to, at its own expense, 1) modify the infringing Software without impairing in any material respect the functionality or performance, so that it is non -infringing, or 2) procure for County the right to continue to use the infringing Software, or 3) replace the Software with equally suitable, non -infringing software. 6.2. Intellitech Provided Insurance. At all times during this Contract, Intellitech shall maintain insurance according to the specifications indicated in Exhibit I. §7. INTELLITECH OBLIGATIONS UNDER THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 This Business Associate Provision (hereinafter BAP) is entered into in order to comply with the requirements of the Health Insurance Portability and Accountability Act of 1996 (HIPPA), and the attendant Regulations found at 45 CFR Sections 160 through 164 inclusive. Pursuant to this PSC, Intellitech (referred to as Business Associate in HIPAA Regulations) provides services to and on behalf of the County, which services necessarily involve the access to, generation of, use of, and disclosure of Protected Health Information (PHI) AND Electronic Protected Health Information (EPHI) in the possession of County that identifies individual patients and their health conditions. Accordingly, Intellitech is a Business Associate of County for the purposes of complying with HIPPA and the Security and Privacy Regulations. The County and Intellitech agree to enter into this BAP in order for County to receive "satisfactory assurances" from Intellitech as a pre -condition to permitting Intellitech to access, generate, use or disclose PHI on its behalf or in the course of performing services to County. Furthermore, County and Intellitech agree to enter into this BAP in order to comply with all the requirements of HIPPA and the Security and Privacy Rule regarding Business Associates' use of PHI and EPHI. 7.1. Definitions: Terms used, but not otherwise defined in this BAP shall have the same meaning as those terms that are used and defined in 45 CFR in parts 160 through and including parts 164, and in particular 45 CFR 160.103 and 164.501, of the Privacy and Security Rules. 7.2. Examples of specific definitions: 7.2.1. Business Associate. "Business Associate" shall mean Intellitech. 7.2.2. Covered Entity. "Covered Entity" shall mean Oakland County, Michigan. 7.2.3. individual. "Individual" shall have the same meaning as the term "individual" in 45 CFR 164.501 and shall include a person who qualifies as a personal representative in accordance with 45 CFR 164.502(g). OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/01(0) CONTRACT NUMBER 005228 Page 9 CAKLAN&F CO U N T Y M I C H I GAN COMPLIANCE OFFICE PURCHASING OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office I Purchasing 248.858.0511 1 purchasing@oakgov.com 7.2,4. Privacy Rule. "Privacy Rule" shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 CFR part 160 and part 164, subparts A and E. 7.2.5. Protected Health Information. "Protected Health Information" shall have the same meaning as the term "protected health information" in 45 CFR 164.501, limited to the information created or received by Intellitech from or on behalf of Covered Entity. 7.2.6. Required by Law. "Required by Law" shall have the same meaning as the term "required by law" in 45 CFR 164.501. 7.2.7. Secretary. "Secretary" shall mean the Secretary of the Department of Health and Human Services or his designee. 7.3. OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE 7.3.1. Intellitech is authorized to access, generate, use or disclose PHI as necessary and appropriate to perform the services on behalf of and for County. 7.3.2. Intellitech agrees to not use or disclose PHI other than as permitted or required by the BAP or as required by Law. 7.3.3. Intellitech agrees to use appropriate safeguards to prevent use or disclosure of the PHI other than as provided for by this BAP. 7.3.4. Intellitech agrees to cooperate with County and perform such activities as County may from time to time direct in order to mitigate, to the extent practicable, any harmful effect that is known to Intellitech or brought to Intellitech's attention by County, of a use or disclosure of PHI by Intellitech in violation of the requirements of this BAP. 7.3.5. Intellitech agrees to report to County any use or disclosure of PHI in violation of this BAP. 7.3.6. Intellitech agrees to ensure that any agent, including a subcontractor, to whom it provides PHI received from, or created or received by Intellitech on behalf of the County agrees to the same restrictions and conditions that apply through this BAP to Intellitech. 7.3.7. At the request of County, and in the time and manner designated by County, Intellitech agrees to provide access to PHI in a Designated Record Set, to County or, as directed by County, to an Individual in order to meet the inspection and copying requirements under 45 CFR 164.524. 7.3.8. Intellitech agrees to make any amendment(s) to PHI in a Designated Record Set that County directs or agrees to pursuant to 45 CFR 164.526 at the request of County or an Individual, and in the time and manner designated by County. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016107/010) CONTRACT NUMBER 005228 Page 10 40A K LA N D CO U N T Y M I C H I G AN OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE Compliance Office ( Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com 7.3.9. At the direction of County or the Secretary of DHHS, Intellitech agrees to make internal practices, books, records, and policies and procedures relating to the use and disclosure of PHI received from, or created or received by Intellitech on behalf of County available to the County, or to the Secretary, in a time and manner designated by the County or the Secretary, for purposes of the Secretary determining County's compliance with the Privacy Rule. 7.3.10. Intellitech agrees to document all disclosures of PHI and information related to such disclosures as would be required for County to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR 164.528. 7.3.11. Intellitech agrees to provide to County or an Individual, in time and manner designated by County, information to permit County to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR 164.528. 7.3.12. Intellitech agrees to honor any restriction(s) on the use or disclosure of PHI that County agrees to, provided that County notifies Intellitech of such restriction(s), unless the information is needed to provide emergency care or to comply with state or federal law. 7.3.13. Intellitech shall require each member of its work force that has contact with PHI in the course of providing services to County to sign a statement indicating that the work force member has read this BAP, understands its terms and will abide by them, including without limitation, the obligation not to use or disclose PHI except as necessary and appropriate to carry out the services being performed by Intellitech for or on behalf of County. Intellitech will make such signed statements available to County upon request. 7.4. Security Requirements for Electronic Protected Health Information Intellitech (including its agents and subcontractors), can only create, receive, store, maintain, or transmit Electronic Protected Health Information (EPHI) if it complies with the following requirements and Part 164 of 45 CFR: 7.4.1. Implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the electronic protected health information that it creates, receives, stores, maintains, or transmits on behalf of the covered entity as required by this subpart; 7.4.1.1. Any technology used to accomplish these requirements must be the equivalent of, and compatible with, the technology used by the County. 7.4.2. Ensure that any agent, including a subcontractor, to whom it provides such information agrees to implement reasonable and appropriate safeguards to protect it; OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/01(v3) CONTRACT NUMBER 005228 Page 11 OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON C O U NTY M I C H I GAN COMPLIANCE OFFICE Compliance Office l Purchasing PURCHASING 248.858-0511 1 purchasing@oakgov.com 7.4.3. Report to the County Privacy Officer any security incident of which it becomes aware. 7.4.4. County shall have the right to audit Intellitech and inspect the premises of Intellitech to determine if there is compliance with these security requirements. 7.5. Permitted Uses and Disclosures by Business Associate 7.5.1. Except as otherwise limited in this BAP, Intellitech may use or disclose PHI to perform functions, activities, or services for, or on behalf of County as specified in the PSC, provided that such use or disclosure would not violate the Privacy Rule, if done by County, or the minimum necessary policies and procedures of the County. 7.6. Specific Use and Disclosure Provisions 7.6.1. Except as otherwise limited in this BAP, Intellitech may use PHI for the proper management and administration of Intellitech or to carry out the legal responsibilities of Intellitech. 7.6.2. Except as otherwise limited in this BAP, Intellitech may disclose PHI for the proper management and administration of Intellitech, provided that disclosures are required by law, or Intellitech obtains reasonable assurances from the person to whom the information is disclosed that it will remain confidential and used or further disclosed only as required by law or for the purpose for which it was disclosed to the person, and the person notifies Intellitech of any instances of which it is aware in which the confidentiality of the information has been breached. 7.6.3. Except as otherwise limited in this BAP, Intellitech may use PHI to provide Data Aggregation services to County as permitted by 42 CFR 164.504 (e) (2)(i) (B). 7.6.4. Intellitech may use PHI to report violations of law to appropriate Federal and State authorities, consistent with §164.502(j)(1). 7.7. Obligations of County 7.7.1. County shall notify Intellitech of any limitation(s) in its notice of privacy practices in accordance with 45 CFR 164.520, to the extent that such limitation may affect Intellitech's use or disclosure of PHI. 7.7.2. County shall notify Intellitech with any changes in, or revocation of permission by an Individual to use or disclose PHI, to the extent that such changes may affect Intellitech's use or disclosure of PHI. 7.7.3. County shall notify Intellitech of any restriction to the use or disclosure of PHI that County has agreed to in accordance with 45 CFR 164.522, to the extent that such restriction may affect Intellitech's use or disclosure of PHI. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/01(0) CONTRACT NUMBER 005228 Page 12 ITOAKAPANdg OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON CO U NTY M IC H I GAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com 7.8. Permissible Requests by County 7.8.1. County shall not request Intellitech to use or disclose PHI in any manner that would not be permissible under the Privacy Rule if done by County. 7.9. Term and Termination 7.9.1. Term. The Term of this BAP shall be effective as of the day this PSC is accepted by County or the first day Intellitech provides services covered under this PSC to County, whichever comes first, and shall terminate when all of the PHI provided by County to Intellitech, or created or received by Intellitech on behalf of County, is destroyed or returned to County, or, if it is infeasible to return or destroy PHI, protections are extended to such information, in accordance with the termination provisions of this Section. 7.9.2. Termination for Cause. Upon County's knowledge of a material breach by Intellitech, County shall either: 7.9.2.1. Provide an opportunity for Intellitech to cure the breach or end the violation and terminate this BAP and the PSC if Intellitech does not cure the breach or end the violation within the time specified by County and to county's satisfaction, Or 7.9.2.2. Immediately terminate this BAP, and the PSC if Intellitech has breached a material term of this BAP and cure is not possible. 7.9.2.3. If neither termination nor cure is feasible, County shall report the violation to the Secretary. 7.9.3. Effect of Termination 7.9.3.1. Except as provided in paragraph (2) of this section, upon termination of this BAP, for any reason, Intellitech shall return or destroy all PHI received from County, or created or received by Intellitech on behalf of County, as directed by County. County shall have the sole authority to determine whether PHI shall be returned or destroyed, and shall have the sole authority to establish the terms and conditions of such return or destruction. This provision shall apply to PHI that is in the possession of subcontractors or agents of Intellitech. Intellitech shall retain no copies of the PHI. 7.9.3.2 In the event that Intellitech determines that returning or destroying the PHI is infeasible, Intellitech shall provide to County an explanation of the conditions that make return or destruction infeasible. Upon County's concurrence that return or destruction of PHI is infeasible, Intellitech shall extend the protections of this BAP to such PHI and limit further uses OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/01(0) CONTRACT NUMBER 005228 Page 13 CAUANUF� OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-9511 1 purchasing@oakgov.com and disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as Intellitech maintains such PHI. 7.10. Miscellaneous 7.10.1. Regulatory References. A reference in this BAP to a section in the Privacy Rule means the section as in effect or as amended. 7.10.2. Amendment. The Parties agree to take such action as is necessary to amend this BAP from time to time as is necessary for County to comply with the requirements of the Privacy and Security Rules and the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191. 7.10.3. Survival. The respective rights and obligations of Intellitech under Section 7.9 of this BAP shall survive the termination of this BAP. 7.10.4. Confidentiality. Intellitech agrees that the terms and conditions of this BAP shall be construed as a general confidentiality agreement that is binding upon Intellitech even if it is determined that Intellitech is not a Business Associate as that term is used in the Privacy Regulation. 7.10.5. Interpretation. Any ambiguity in this BAP shall be resolved to permit County to comply with the Security and Privacy Regulation. §8. SOFTWARE LICENSE. Intellitech grants to County a non-exclusive, permanent, irrevocable user license for the Software to be used for the County's business purposes in connection with the Jail Management System. 8.1. County shall not willfully or knowingly allow a third party to copy, sell or lease the Software. 8.2. County may use any related user manuals, documentation, and any other supporting materials provided by Intellitech. 8.3. County may reproduce the manuals and documentation for its internal business purposes provided County does not remove any of the proprietary notices listed by Intellitech. 8.4. Intellitech shall have the right to implement, use and license any and all of the improvements or enhancements to the Software developed in the course of their performance of this contract. Any changes, additions, improvements, enhancements, error corrections, updates or new releases, including the documentation thereof, shall remain the property of Intellitech. 8.5. Intellitech warrants that upon acceptance by the County and installation by Intellitech the Software will operate free of material errors and will perform to County's specifications herein, provided the Software has not been modified or altered without the consent of Intellitech. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/01(0) CONTRACT NUMBER 005228 Page 14 CAKLANOF COU NTY MICHIGAN OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com 8.6. Intellitech shall maintain a Depositor Acceptance Form with County's Escrow Agent. Intellitech shall maintain with County's Escrow Agent the materials ("Deposit Materials") required to be deposited as identified in Exhibit II. §9. GENERAL TERMS AND CONDITIONS 9.1. County's Obligations to Intellitech. County agrees to provide Intellitech with the fallowing: 9.1.1. Provide a qualified person at County to assist Intellitech during telephone or on - site maintenance. 9.1.2. Provide all additional information needed by Intellitech to perform this Contact and in such forms as Intellitech may reasonably request. 9.2. County shall be responsible for: 9.2.1. Any costs it incurs to interface with other software or hardware systems not specifically identified in this agreement. 9.2.2. Backing up all files on the Jail Management System 9.2.3. Providing Intellitech with remote access for support purposes to the IMACS application. 9.3. Access To County Facilities. While Intellitech retains the right to perform services at any time, Intellitech must obtain prior permission from the County for access to County Sheriff Office facilities at any time or to other County facilities after the County's regular business hours. 9.4. County has the right to refuse to grant access to a County facility to any Intellitech Employee who refuses to wear County security identification or who leaves Intellitech tools or equipment unsupervised or unsecured in a County Sheriff Office facility for any time period or in another County facility for more than fourteen (14) Days. 9.5. 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. 9.6. Survival of Terms and Conditions. The following terms and conditions shall survive and continue in full force beyond the termination and/or cancellation of this Contract (or any part thereof) until the terms and conditions are fully satisfied or expire by their very nature: "INTELLITECH'S ASSURANCES AND WARRANTIES"; "INTELLITECH PROVIDED INSURANCE AND INDEMNIFICATION"; "SOFTWARE LICENSE" "Damage Clean Up To County Property and/or Premises"; OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/01(0) CONTRACT NUMBER 005228 Page 15 4NUANO—F OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON CO U NTY M IC H I GAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248.858-0511 1 purchasing@oakgov.com "Audit"; "Severability"; "Governing Law/Consent To Jurisdiction And Venue"; and "Survival of Terms And Conditions". 9.7. County Right to Suspend Services, After written notice, and until Intellitech complies with Federal, State, or Local laws, or any requirements contained in this Contract, the County may suspend performance of this Contract if Intellitech fails to comply with Federal State, or Local laws, or any requirements contained in this Contract. The right to suspend services is in addition to the County's right to terminate and/or cancel this Contract. The County shall incur no penalty, expense, or liability to Intellitech if the County suspends services under this Section. 9.8. No Third Party Beneficiaries. Except as provided for the benefit of the Parties, this Contract does not and is not intended to create any obligation, duty, promise, contractual right or benefit, right to be indemnified, right to be subrogated to the Parties' rights in this Contract, and/or any other right, in favor of any other person or entity. 9.9. Compliance with Laws. Intellitech and the County shall comply with all federal, state, and local laws, statutes, ordinances, regulations, insurance policy requirements, and requirements applicable to its activities under this Contract. 9.10. Permits and Licenses. Intellitech shall be responsible for obtaining and maintaining throughout the term of this Contract all licenses, permits, certificates, and governmental authorizations necessary to perform all of its obligations under this Contract and to conduct business under this Contract. Upon request by the County, Intellitech shall furnish copies of any permit, license, certificate or governmental authorizations necessary to provide services under this Contract. 9.11. Discrimination. Intellitech shall not discriminate against any employee or applicant for employment because of sex, race, religion, color, national origin, or handicap in violation of State and Federal law. 9.11.1. Intellitech shall promptly notify the County of any complaint or charge filed and/or determination by any Court or administrative agency of illegal discrimination by Intellitech. 9.11.2. The County, in its discretion, may consider any illegal discrimination described above, which results in an official determination that the complaint or charge was proven, as a breach of this Contract and may terminate or cancel this Contract immediately with notice. 9.12. Reservation of Rights. This Contract does not, and is not intended to impair, divest, delegate, or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or immunity of the County. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07101(0) CONTRACT NUMBER 005228 Page 16 q 4M�ie 0` 4 `Y OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON CO U N T Y M IC H I GAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com 9.13. Force Majeure. Notwithstanding any other term or provision of this Contract, neither Party shall be liable to the other for any suspension of performance hereunder if such suspension is due to any cause beyond the reasonable control of that Party and that Party cannot reasonably accommodate or mitigate the effects of any such cause. Provided however, that when such cause no longer exists, performance of this Contract shall be resumed without penalty for delay and with an extension of time for performance equal to the time performance was suspended hereunder. Such cause shall include, without limitation, acts of God, fire, explosion, vandalism, any law, order, regulation, direction, action, or request of the United States government or of any other government, national emergencies, insurrections, riots, wars, strikes, lockouts, work stoppages, or other labor difficulties. Reasonable notice shall be given to the affected Party of any such event. Intellitech is expected, through insurance or alternative temporary or emergency service arrangements, to continue its obligations under this contract in the event of a reasonably anticipated, insurable business risk such as business interruption and/or any insurable casualty or loss. 9.14. Conflict of Interest. Pursuant to Public Act 317 and 318 of 1968, as amended (MCL 15.321, et seq.), no contracts shall be entered into between the County, including all agencies and departments thereof, and any County Agent. To avoid any real or perceived conflict of interest, Intellitech shall identify any Intellitech Employee or relative of Intellitech's Employees who are presently employed by the County. Intellitech shall give the County notice if there are any County Agents or relatives of County Agents who are presently employed by Intellitech. 9.15. Damage Clean-up to County Property and/or Premises. Intellitech shall be responsible for any damage to any County property, its premises, or a County Agent that is caused by Intellitech or Intellitech's Employees. If such damage occurs, Intellitech shall make necessary repairs and/or replacements to the damaged property to the reasonable satisfaction of the County. If the damage cannot be completed to the County's reasonable satisfaction, Intellitech shall reimburse the County the actual cost for repairing or replacing the damage property. Intellitech shall be responsible for assuring that all County and municipal sites are restored to their original condition. 9.16. Intellitech Use of Confidential Information. Intellitech and/or Intellitech Employees shall not reproduce, provide, disclose, or give access to Confidential Information to any third party, or to any Intellitech Employee not having a legitimate need to know any such information and data, and shall not use the Confidential Information for any purpose other than performing its services under this Contract. Notwithstanding the foregoing, Intellitech may disclose the Confidential Information if required by law, statute or other legal process; provided that Intellitech (i) gives County prompt written notice of an impending disclosure, (ii) provides reasonable assistance to County in opposing or limiting the disclosure, and (iii) makes only such disclosure as is compelled or required. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/01(0) CONTRACT NUMBER 005228 Page 17 AaEE 4bAKLAN6=?= c OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON C O U N T Y M I C H I GAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858.0511 I purchasing@oakgov.com 9.16.1. This Contract imposes no obligation upon Intellitech with respect to any Confidential Information which Intellitech can establish by legally sufficient evidence: (i) was in the possession of, or was known by Intellitech, prior to its receipt from the County, without an obligation to maintain its confidentiality; or (ii) is obtained by Intellitech from a third party having the right to disclose it, without an obligation to keep such information confidential. 9.16.2. As used in this Contract, Confidential Information means all information that the County provides to Intellitech or Intellitech receives during the performance of this contract. It also includes but is not limited to any data, report, policy or information accessible on a Sheriff's Office computer system or any third party system that is utilized by the Sheriff's Office. 9.17. Intellitech's Use of County Licensed Software. In order for Intellitech to perform its services under this Contract, the County may permit Intellitech or Intellitech Employees to access certain copyrighted software licensed to the County. Intellitech or Intellitech Employees shall not: transfer, remove, use, copy, or otherwise provide or make available any such copyrighted software or documentation to any other person or entity, for any purpose, without the prior written consent of the County and/or the licensor. Furthermore, neither Intellitech nor Intellitech Employee shall produce a source listing, decompile, disassemble, or otherwise reverse engineer any copyrighted software. Neither Intellitech nor Intellitech Employee shall use any copyrighted software contrary to the provisions of any applicable software license agreement or state or federal law. 9.18. Grant Compliance. If any part of this Contract is supported or paid for with any state or federal funds granted to the County, Intellitech shall comply with all applicable grant requirements, of which the County notifies Intellitech in writing. 9.19. Project Managers. Intellitech shall designate an employee or agent to act as a Project Manager. County may designate two (2) individuals to serve as co -Project Managers. The Project Managers shall serve as a contact point for all matters related to the services to be performed under this Contract. The Parties' Project Managers shall coordinate with each other as reasonably required for performance of this Contract. Intellitech's Project Manager shall coordinate with the County's Project Managers; Intellitech shall provide the name and qualifications of its Project Manager and any alternate. 9.20. Contract Administrator. Each Party may designate an employee or agent to act as Contract Administrator. The County's Contract Administrator shall be responsible for such activities as monitoring deliverables and funding addressing the quality of services provided by Intellitech, reviewing invoices and submitting requests to the County's procurement authority for any contract modification in accordance with this Agreement. 9.21. Dispute Resolution. All disputes arising under or relating to the execution, interpretation, performance, or nonperformance of this Contract involving or affecting the Parties may first be submitted to the respective Project Managers and Contract Administrators for OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07101(0) CONTRACT NUMBER 005228 Page 18 OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE Compliance Office ( Purchasing PURCHASING 248-858.0511 1 purchasing@oakgov.com possible resolution. The Project Managers and Contract Administrators may promptly meet and confer in an effort to resolve such dispute. If the Project Managers cannot resolve the dispute in five (5) business days, the dispute may be submitted to the signatories of this Contract or their successors in office. The signatories of this Agreement may meet promptly and confer in an effort to resolve such dispute. 9.22. Access and Records. Intellitech will maintain accurate books and records in connection with the services provided under this Contract for 36 months after end of this Contract, and provide the County with reasonable access to such book and records. 9.23. Audit. Intellitech shall allow the County's Auditing Division, or an independent auditor hired by the County, to perform finance compliance audits with the authority to access all pertinent records and interview any Intellitech Employee throughout the term of this Contract, and for a period of three years after final payment. 9.23.1. Intellitech shall explain any audit finding, questionable costs, or other Contract compliance deficiencies to the County within forty-five (45) Days of receiving the final audit report. Intellitech's response shall include all necessary documents and information that refute the final audit report. Failure by Intellitech to respond in writing within 45 Days shall be deemed acceptance of the final audit report. 9.24. Delegation/Subcontract/Assignment. After an extensive review process, Oakland County selected Intellitech because of its unique qualifications, skills and key personnel. Intellitech shall not delegate, assign, or subcontract any obligations or rights under this Contract without the prior written consent of the County, except for a subcontractor regularly employed by Intellitech, from time to time, for at least five (5) years. 9.24.1. The rights and obligations under this Contract shall not be diminished in any manner by assignment, delegation or subcontract. 9.24.2. Any assignment, delegation, or subcontract by Intellitech and approved by the County, must include a requirement that the assignee, delegee, or subcontractor will comply with the rights and obligations contained in this Contract. 9.24.3. Intellitech shall remain primarily liable for all work performed by any subcontractors. Intellitech shall remain liable to the County for any obligations under the Contract not completely performed by any Intellitech delegee or subcontractor. 9.24.4. Should a subcontractor fail to provide the established level of service and response, Intellitech shall contract with another agency for these services in a timely manner. Any additional costs associated with securing a competent subcontractor shall be the sole responsibility of Intellitech. 9.24.5. This Contract cannot be sold. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/01(0) CONTRACT NUMBER 005228 Page 19 OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON CO U NTY M IC H I GAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 I purchasing@oakgov.com 9.24.6. In the event that a Petition in Bankruptcy is filed, and Intellitech can no longer provide any services under this Contract, the Bankruptcy Trustee shall be required to release to County the source code for Intellitech's Standard Jail Management System known as "IMACS". 9.24.7. Non Exclusive Contract. No provision in this Contract limits, or is intended to limit, in any way Intellitech's right to offer and provide its services to the general public, other business entities, municipalities, or governmental agencies during or after the term of this Contract. Similarly, this Contract is a non-exclusive agreement and the County may freely engage other persons to perform the same work that Intellitech performs, however, the County may not engage other persons or entities to perform any part of this Contract unless Intellitech refuses to perform any part of this Contract or is in default of any part of this Contract. Except as provided in this Contract, this Contract shall not be construed to guarantee Intellitech or any Intellitech Employee any number of fixed or certain number or quantity of hours or services to be rendered to the County. 9.25. No Implied Waiver. Absent a written waiver, no act, failure, or delay by a Party to pursue or enforce any right or remedy under this Contract shall constitute a waiver of those rights with regard to any existing or subsequent breach of this Contract. No waiver of any term, condition, or provision of this Contract, whether by conduct or otherwise, in one or more instances, shall be deemed or construed as a continuing waiver of any term, condition, or provision of this Contract. No waiver by either Party shall subsequently affect its right to require strict performance of this Contract. 9.26. Severability. If a court of competent jurisdiction finds a term, condition, or provision of this Contract to be illegal or invalid then the term, condition, or provision shall be deemed severed from this Contract unless the term or condition found to be illegal or invalid is a payment or performance term or condition and in that case this Contract shall be null and void. All other terms, conditions, and provisions of this Contract shall remain in full force and effect. Notwithstanding the above, if Intellitech's promise to indemnify or hold the County harmless is found illegal or invalid Intellitech shall contribute the maximum it is permitted to. 9.27. Captions. The section and subsection numbers, captions, and any index to such sections and subsections contained in this Contract are intended for the convenience of the reader and are not intended to have any substantive meaning and shall not be interpreted to limit or modify any substantive provisions of this contract. Any use of the singular or plural number, any reference to the male, female, or neuter genders, and any possessive or nonpossessive use in this contract shall be deemed the appropriate plurality, gender or possession as the context requires. 9.28. Notices. Notices given under this Contract shall be in writing and shall either be personally delivered, sent by express delivery service, certified mail, or first class U.S. mail postage OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/01(0) CONTRACT NUMBER 005228 Page 20 OAU COUNTY MICHIGAN OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com prepaid, and addressed to the person listed below. Notice will be deemed given when one of the following occur: (1) the date of actual receipt; (2) the next business day when notice is sent express delivery service or personal delivery; or three (3) Days after mailing first class or certified U.S. mail. 9.28.1. If notice is sent to Intellitech, it shall be addressed to: Mr. John Jacobs, CEO Intellitech Corporation 8544 Hickory Hill Drive Poland, OH 44514 9.28.2. If notice is sent to the County, it shall be addressed to: Oakland County Purchasing, Administrator 1200 N. Telegraph Road, Building 34 East Pontiac, MI 48341 And Oakland County Sheriff's Office, Undersheriff 1201 North Telegraph, Building 10 East Pontiac, M148341 9.28.3. Either Party may change the address or individual to which notice is sent by notifying the other party in writing of the change. 9.29. Contract Modifications or Amendments. Any modifications, amendments, recessions, waivers, or releases to this Contract must be in writing and agreed to by both Parties. Unless otherwise agreed, the modification, amendment, recession, waiver, or release shall be signed by an expressly authorized Intellitech Employee and by the same person who signed the Contract for the County or other County Agent as authorized by the Oakland County Board of Commissioners. 9.30. Precedence of Documents. In the event of a conflict between the terms and conditions in any of the documents comprising this Contract, the conflict shall be resolved as follows: 9.30.1. The terms and conditions contained in this main Contract document shall prevail and take precedence over any allegedly conflicting provisions in all other Exhibits or documents. 9.31. Governing Laws/Consent to Jurisdiction and Venue. This Contract shall be governed, interpreted, and enforced by the laws of the State of Michigan. Except as otherwise required by law or court rule, any action brought to enforce, interpret, or decide any Claim arising under or related to this Contract shall be brought in the Sixth Judicial Circuit Court of the State of Michigan, the 50th District Court of the State of Michigan, or the United States District Court for the Eastern District of Michigan, Southern Division, as dictated by the applicable jurisdiction of the court. Except as otherwise required by law or court rule, venue is proper in the courts set forth above. The choice of forum set forth OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/01(v3) CONTRACT NUMBER 005228 Page 21 40"AUAND-IN'l 0 0 0 N T Y M I C H I G AN OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing @oakgov.com above shall not be deemed to preclude the enforcement of any judgment obtained in such forum or taking action under this Contract to enforce such judgment in any appropriate jurisdiction. 9.32. Entire Contract. This Contract represents the entire Contract and understanding between the Parties. This Contract supersedes all other prior oral or written understandings, communications, agreements or Contracts between the Parties. The language of this Contract shall be construed as a whole according to its fair meaning, and not construed strictly for or against any Party. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/01(v3) CONTRACTNUMBER 005228 Page 22 CO K u `� �' OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY M I C H IGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com EXHIBIT I INTELLITECH INSURANCE REQUIREMENTS §l. Vendor agrees to procure and maintain insurance coverage according to the following specifications: a. Commercial General Liability at $3,000,000 per Occurrence, Broad Form Endorsement/or the following as minimum requirements: Broad form property damage Premises/Operations Independent Contractors (Blanket) Broad form Contractual Personal Injury - delete contractual exclusion "A" Additional Insured's - the County of Oakland, County Agents (as defined in this Contract) and employees and elected and appointed officials of Oakland County; b. Workers' Compensation as required by law $500,000 Employer's Liability; C. Automobile Liability: $1,000,000 Combined Single Limit including hired and non -owned vehicles, and owned and non -owned autos No Fault coverage as required by law; and d. Professional Liability Insurance with minimum limits of $1,000,000 per occurrence and $1,000,000 dollars aggregate. §2. General Certificates of Insurance a. All Certificates of Insurance and duplicate policies of any outside vendor or contractor shall contain the following clauses: 1) "The insurance company(s) issuing the policy or policies shall have no recourse against the County of Oakland for payment of any premiums or for assessments under any form of policy" 2) "Any and all deductibles in the above -described insurance policies shall be assumed by and be for the account of, and at sole risk of, Intellitech." b. All Certificates are to provide 30 day's notice of material change or cancellation. Certificates of Insurance and insurance binders must be provided no less than ten (10) working days before commencement of work to the Oakland County Risk Management Office. Insurance carriers are subject to the approval of Oakland County. Rev 2016/07/01(0) OAKLAND COUNTY COMPLIANCE OFFICE -PURCHASING CONTRACT NUMBER 005228 Page 23 MbAKLANOF OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858.0511 1 purchasing@oakgov.com EXHIBIT II SOURCE CODE IN ESCROW Notwithstanding any other provision of this Agreement, Intellitech will provide to DSI Technology Escrow Services or any successor corporation to DSI, the source code to the software, including all new releases, updates, scripts, proprietary utilities, and any necessary documentation, implementing the system (including, but not limited to any software code source concerning the interface with Intellitech's software). The escrow of the source code shall be at the County's expense. The parties agree that the County shall have unlimited use of such source code in the following events: 1. Intellitech declares bankruptcy or otherwise ceases doing business consolidation, the sale of a majority of its (MACS related assets, the sale, license or assignment of its proprietary rights in the source code or otherwise, by another corporation or entity; or 2. Intellitech or its assignee ceases to maintain and otherwise support the source code for County; and County provides thirty (30) days written notice to Intellitech of its intent to utilize, access, or provide to any third party the Intellitech source code as defined herein. Intellitech reserves a right to cure of thirty (30) days from date of said notice. County represents and warrants that it realizes that the source code referenced herein is of primary concern to Intellitech, its existing and future customers, and for the continuance of day to day operations as an on -going concern. County further represents and warrants that it will reasonably attempt to protect, hold private and secure such source code from disclosure consistent with this Contract. County additionally agrees that any attempts to alter, modify, change, reverse engineer, or any other attempt to change in any way whatsoever the source code referenced herein shall render all active maintenance agreements, warranties and representations of Intellitech null and void. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016107/01(0) CONTRACT NUMBER 005228 Page 24 ro�A N D 77PP-- CO U N T Y M I C H I G AN OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248.858-0511 I purchasing@oakgov,com EXHIBIT III SOFTWARE LICENSE MAINTENANCE AGREEMENT THIS LICENSE AND MAINTENANCE AGREEMENT ("Maintenance Agreement") is entered as of the latest date of signature by and between Intellitech Corporation ("Licensor"), and the County of Oakland ("Licensee"). This Maintenance Agreement is related to a license agreement ("License Agreement") between Licensor and Licensee found in Exhibit IV. Capitalized terms in this Maintenance Agreement have the same meaning as set forth in the License Agreement. SOFTWARE LICENSE AND MAINTENANCE BY INTELLITECH CORPORATION Upon payment of each annual License & Maintenance fee hereinafter set forth, Intellitech Corporation shall provide on -going license and maintenance for 12 (Twelve) Month terms commencing January 15t 2018. The five consecutive terms shall commence on January 15t 2018, January 1st 2019, January 15t 2020, January 1st 2021, January 1st 2022. Support shall be provided by telephone, e-mail, and remote connection as required during regular business hours. PERMANENT, IRREVOCABLE USE LICENSE Upon payment of the License & Maintenance fee hereinafter set forth, The County shall have a non-exclusive, permanent, irrevocable license to use IMACS V solely in The County for the operation of not more than Nineteen Hundred (1,900) beds. Said license shall be exclusively for use by the County and may not be transferred, assigned or sold. OWNERSHIP, USE, DISCLOSURE, RETURN The County acknowledges that (MACS V is owned by Intellitech Corporation and that upon payment of the license fee, the County shall have a non-exclusive license for the use of same limited to the number of beds in the Oakland County Jail herein before set forth. The County shall not copy, share, lease, loan or otherwise make IMACS V available for use by others, nor use IMACS V in any manner other than as provided herein. The County shall make no modification to IMACS V without the express written approval of Intellitech Corporation. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/01(v3) CONTRACT NUMBER 005228 Page 25 CO U N T Y M IC H I GAN COMPLIANCE OFFICE PURCHASING 1. TERM OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office I Purchasing 248-858-0511 1 purchasing@oakgov.com This Maintenance Agreement shall commence for an initial period of five (5) years upon the date of execution of this Contract by both parties and payment of the Annual Maintenance Fee. This Maintenance Agreement may be renewed for subsequent one year terms thereafter upon Licensee's payment of Licensor's then current Annual Maintenance Fee at least 30 days prior to the end of the then current one year term of this Maintenance Agreement. Licensor may decline to renew this Maintenance Agreement by written notice to Licensee at least 30 days prior the end of such then current one year term and by returning any such Maintenance Fee already received from Licensee. 2. FEES Licensee shall pay to Licensor an annual fee ("Annual Maintenance Fee") for services under this Maintenance Agreement. The current Annual Maintenance Fee is set forth in Schedule I, attached hereto. Licensee shall also pay to Licensor the then current designated fees (Telephone Support Fee, Off -Hours Telephone Support Fee and the On -Site Support Fee) as set forth in Schedule I for support services used by Licensee. The Annual Maintenance Fee, Telephone Support Fee, Off -Hours Telephone Support Fee and the On -Site Support Fee may be changed by Licensor at the beginning of any subsequent renewal term of this Maintenance Agreement upon notice to Licensee at least thirty (30) days prior to the end of the then current one year term. The Annual Maintenance Fee may not be increased more than 5% per year. The Telephone Support Fee, Off -Hours Telephone Support Fee and On -Site Support Fee may not be increased more than the greatest of twenty-five (25) percent cumulative average per year or the percentage increase in Licensor's cost of providing such services. Upon request by Licensor, Licensee shall make an advance payment of 50%of Licensor's estimate of anticipated fees and out of pocket expenses in providing On -Site Support. Licensee shall pay all amounts due within fifteen (15) days of receipt of Licensor's invoice. In the event that Licensee increases the number of total jail beds during any one year term of this Maintenance Agreement, Licensee shall pay a pro rata portion (the number of full or partial months remaining in the then current one year term divided by 12) of the then current Per Bed Maintenance Fee (price per additional bed 750.00, maintenance fee per additional bed 75.00; total beds executed with this agreement 1,900 ). If Licensee fails to pay such pro rata portion at the time the additional Licensed Beds are added, this Maintenance Agreement shall terminate immediately without refund of any Annual Maintenance Fees previously paid hereunder and cancellation of all rights to use IMACS software. MAINTENANCE SERVICES The software covered by this Maintenance Agreement is the Licensed Software as designated in the License Agreement, and as updated with improvements or modifications furnished to Licensee under Licensor maintenance service. During the term of this Maintenance Agreement Licensor will: 3.1. Correct any error(s) in Licensor's then current version of the Licensed Software which affects use of the Licensed Software, provided that (i) Licensee notifies Licensor in writing of the error(s) during the term of this Maintenance Agreement; (ii) Licensee can reasonably identify the error, including duplication of the error; and (iii) provide, upon OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016107/01(0) CONTRACT NUMBER 005228 Page 26 CAKLANDI � OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON C O U N T Y M IC H I GAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858.0511 1 purchasing@oakgov.com request by Licensor, a copy of the Licensed Software as used by Licensee and any files necessary to trace or duplicate the error. 3.2. Provide to Licensee any Updates, Enhancements or New Releases released by Licensor for general use during the term of this Maintenance Agreement, which shall, upon delivery to Licensee, be included within the definition of Licensed Software and Licensed Software Documentation, as appropriate, and shall be subject to all terms and conditions of the License Agreement. 3.3. All Updated, Enhancements or New Releases released by Licensor shall be provided to the Licensee at no cost to Licensee, provided this maintenance agreement is in effect with the Licensor. 3.4. All Updates, Enhancements or New Releases released by Licensor shall be deposited in the Licensee's Escrow account. 3.5. All Updates, Enhancements or New Releases released by Licensor shall be accompanied with detailed documentation and instructions. During the terms of the Maintenance Agreement, Licensor shall assist the Licensee, either on -site or by telephone support, with all Updates, Enhancements or New Releases released by Licensor; the on -site assistance shall be charged to the Licensee at Licensor's current rates. 4. DELIVERY AND ACCEPTANCE OF MAINTENANCE SERVICES Licensor shall provide the maintenance services set forth in Section 4 hereof either by mailing the error corrections, Updates, Enhancements or New Releases to Licensee on diskette,,CDROM, or through on- line access to Licensee's computer system. Licensee shall be responsible for installation of any error corrections, Updates, Enhancements or New Releases. Licensee may, in its sole discretion, choose to continue to use the immediately previous version of the Licensed Software by de -installing or refusing to install any error correction, Update, Enhancement or New Release. Licensee may not have more than one version of the Licensed Software installed at the same time. Licensee acknowledges, however, that Licensor is under no obligation to correct errors in, or provide Upgrades or Enhancements to any version of the Licensed Software other than the then current version. Licensee further acknowledges that Licensor may, in its sole discretion, omit certain functionality from any Upgrade, Enhancement or New Release due to third party software changes. Upon receipt of any error correction, Upgrade, Enhancement or New Release, Licensee shall take steps to verify that the error correction or software upgrade has been accepted or applied to the system with no adverse impact on the core application. The Licensee shall provide Licensor with written notification that the Upgrade, Enhancement or New Release has been successfully applied; or if the error still exists, Licensor shall be notified in writing. S. TELEPHONE SUPPORT Preliminary Error Review Prior to reporting any problem to Licensor, a Licensee's System Administrator shall conduct preliminary error review to verify a problem's existence, determine if the problem is the result of OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/01(0) CONTRACT NUMBER 005228 Page 27 40AKLANDIF OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248.858-0511 1 purchasing @oakgov.com a defect in Hardware, Licensor Software, or Other Software and to determine conditions under which the problem may occur. The System Administrator should also, if possible, duplicate and verify the problem and identify the applicable Severity Level of the problem prior to contacting Licensor. Operationally, Licensee acknowledges and accepts that only those individuals who are adequately trained as System Administrators may report error conditions to Licensor. Telephone Support Licensor will provide a 24 hour Licensee Service telephone number for Licensee to notify Licensor of suspected problems. Telephone support shall be provided as described below for the specified IMACS product. Licensor Response Provided the error is reproducible and that Licensor's diagnostics indicate that such error is present in the release of the Licensor Software provided to Licensee, Licensor will provide Licensee with the applicable Resolution within the identified Resolution Time, according to the assigned Severity Level of the error. Escalation If Licensor determines that a Resolution cannot correct the reported error within the specified Resolution Time, Licensor will initiate an escalation procedure to assign sufficiently skilled personnel to correct the error immediately. Error Correction Status Reports Licensor shall provide verbal status reports on Severity Levels 1 and 2 errors to a designated Licensee support representative daily. Written status reports of all outstanding errors on Licensee's System shall be provided to the Licensee's System Administrator monthly for the duration of any and all Maintenance Agreements. Supplemental Releases If Licensee requests Licensor to provide on -site installation or provide additional training it will be provided based on Licensor's then current Professional Rates. Compatibility with New Operating System and Support Releases During the term of this Agreement, Licensor will provide Licensee a current list of operating system and support software releases deemed compatible with current releases of Licensor Software. New operating system and support software releases will be tested for compatibility with Licensor Software by Licensor. 6. EXCLUDED MAINTENANCE SERVICES Design Consultation Any design consultation such as, but not limited to, reconfiguration analysis, consultation with third party providers to Licensee, and System analysis for potential modifications or upgrades which are not directly related to an error report, is specifically excluded from this Maintenance OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/01(Q) CONTRACT NUMBER 005228 Page 28 COAKLANVF5 CO U NTY M I C H I GAN OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858.0511 1 purchasing@oakgov.com Agreement. In the event Licensee desires such consultation, it shall contact its Licensor sales representative and such consultation may be provided at an additional cost. Modifications of the System The Maintenance Services provided under this Agreement are conditioned upon (a) other hardware and programming supplied by any party other than Licensor conforming to applicable Licensor technical, functional and performance specifications, (b) the absence of any modification or alteration of the System not previously known of or approved by Licensor, and (c) the absence of any evidence of negligence, misuse or abuse (intentional or otherwise) of the System. In the event that the Licensee alters or modifies the System, Licensor shall not be responsible for providing maintenance related to the alterations and/or modifications. Operating Software Access Any third -party software that is covered by the individual warranties of each software manufacturer. LICENSEE'S OBLIGATIONS Licensee shall provide and maintain access to the System for Licensor personnel to perform remote diagnosis, verification, or correction of System problems as reasonably requested by Licensor. However, prior to initiating remote support, Licensor shall notify and receive permission from Licensee prior to any work being performed on the system. Licensee shall also provide adequate work space and basic support when on -site maintenance work is required of Licensor personnel as well as necessary access to the System to permit problem resolution by Licensor. Hardware Upgrades And Additional PC Unit Licenses The Licensee, at its discretion, shall upgrade existing hardware with prior notification to Licensor. 8. LICENSOR (MACS SOFTWARE MAINTENANCE (MACS - Severity Levels & Responses Each Severity Level defines the actions that will be taken by Licensor for Response Time, Resolution Time, and Resolution Procedure for reported errors. Response Times for Severity Levels 1 and 2 are based upon voice contact by Licensee as opposed to written contact by facsimile or letter. Resolution Procedures are based upon Licensor's procedure for Maintenance Service defined in this Exhibit. Licensee shall assign an initial Severity Level for each error reported, either verbally or in writing, based upon the conditions listed below. Licensor shall notify the Licensee if a change is made to upgrade or reduce a particular error to a different Severity Level, however, in that event Licensee retains the ability to accept or reject the proposed upgrade or reduction in Severity Level classification. Further, in light of the specific structure and usage of the System by Licensee, the parties recognize that the assignment of severity level to errors may result in an escalation of the severity levels, in the event that an otherwise lower severity level problem occurs at multiple sites using Licensee's System. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/01(0) CONTRACT NUMBER 005228 Page 29 ir i� QAKLAN101 COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING 8.1 Severity Level One OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON 8.1.1 Severity Level One Definition Compliance Office I Purchasing 248-858.0511 1 purchasing@oakgov.com The System is totally inoperative and the real time use of the Licensor Software to conduct jail operations is not possible. 8.1.2 Severity Level One Response Time Licensor shall respond with a telephone conference with Licensee within twenty (20) minutes of Licensee's initial verbal notification to Licensor, and in any event no later than one hour from Licensee's initial verbal notification to Licensor. Examples of errors of this level include, but are not limited to: a. Booking / Commitment / Receiving module b. Release / Bond / Sentence module c. Trust Accounting / Billing / Reimbursement d. Jail Clinic e. Classification f. Jail Administration / Reports g. Inmate Tracking h. Programs i. Interfaces j. Cash/Accounting 8.1.3 Severity Level One Resolution Time Licensor shall use its best efforts to resolve the problem as quickly as possible, and will provide resolution within twelve (12) clock hours of the notification. 8.1.3 Severity Level One Resolution Licensor shall provide Licensee with a program code correction, program code patch, or a procedure for Licensee to temporarily bypass or work around the error condition in order to continue operations. If a bypass procedure is utilized, Licensor shall continue error correction activity, on a high priority basis, until a program code correction or patch is provided to Licensee, which shall be as soon as practical and possible. 8.2 Severity Level Two 8.2.1 Severity Level Two Definition Licensor Software is severely and critically impaired; where major functions are completely inoperative, and those major functions are critical to the operation of the jail. Examples of errors of this level include, but are not limited to: a. Discipline / Incident Tracking b. Inmate Housing c. Programs d. Property/ Laundry Module OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/01(0) CONTRACT NUMBER 005228 Page 30 )AKLANIP. OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON CO U N T Y M I C H I G AN COMPLIANCE OFFICE Compliance Office ( Purchasing PURCHASING 24B-858-0511 I purchasing@oakgov.com e. Visitation / Recreation f. Transportation / Scheduling 8.2.2 Severity Level Two Response Time Licensor shall respond with a telephone conference with Licensee within one (1) hour of Licensee's verification and initial notification to Licensor. 8.2.3 Severity Level Two Resolution Time Licensor shall provide resolution within twenty-four (24) hours following Licensee's notification to Licensor. 8.2.4 Severity Level Two Resolution Licensor shall provide Licensee with a program code correction, program code patch, or a procedure for Licensee to temporarily bypass or work around the error condition in order to continue operations. If a bypass procedure is utilized, Licensor shall continue error correction activity until a program code correction or patch is provided to Licensee, which shall be as soon as is practical and possible. 8.3 Severity Level Three 8.3.1 Severity Level Three Definition Licensor Software is impaired to the point that conducting full operations is limited. Examples of errors of this level include, but are not limited to: a. Kitchen Module b. Commissary c. Web d. Records 8.3.2 Severity Level Three Response Time Licensor shall respond with a telephone conference with Licensee within one (1) hour of Licensee's verification and initial notification to Licensor. 8.3.3 Severity Level Three Resolution Time Licensor shall provide resolution within thirty-six (36) hours following Licensee's notification to Licensor. 8.3.4 Severity Level three Resolution Licensor shall provide Licensee with a program code correction, program code patch, or a procedure for Licensee to temporarily bypass or work around the error condition in order to continue operations. If a bypass procedure is utilized, Licensor shall continue error correction activity until a program code correction or patch is provided to Licensee, which shall be as soon as is practical and possible. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/01(0) CONTRACT NUMBER 005228 Page 31 COAKLANIAF� OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com 9. ON -SITE SUPPORT Throughout the term of this Maintenance Agreement, Licensor shall provide on -site support ("On -Site Support") to Licensee within a reasonable time period after the request is made in writing. Licensee shall pay to Licensor Licensor's then current On -Site Support fee ("On -Site Support Fee") for any such On - Site Support for calls not indicated in Schedule I of this Exhibit. The current On -Site Support Fee is indicated in Schedule I of this Exhibit. In addition to the On -Site Support Fee, Licensee shall pay Licensor for reasonable out of pocket travel expenses incurred by Licensor in conjunction with the provision of On -Site Support, which shall include transportation, lodging, meals and telephone. Licensee shall pre - approve all non -incidental transportation and lodging expenses, provided however that Licensor shall have no obligation to provide any On -Site Support for which Licensee has withheld pre -approval. Reimbursement for meals shall not exceed the then current daily maximum amount. The current daily maximum reimbursement is indicated in Schedule I. Licensor's implementation personnel shall provide their own insurance for local transportation. Licensee acknowledges that On -Site Support cannot always solve every problem, which may be presented. Licensor shall be obligated to provide On -Site Support only for the current and two (2) immediately previous versions of the Licensed Software. 10. CHANGES DUE TO SUPPORT, ERROR CORRECTIONS, UPDATES OR ENHANCEMENTS Licensee shall be solely responsible for any costs it incurs to make changes to or to integrate with other software or hardware systems of Licensee necessitated by Licensor's provision of support, error corrections, Updates, Enhancements or New Releases provided by Licensor. Additional training is not included under this Maintenance Agreement, except to the extent it can be provided through telephone support as described in Section 6 hereof. 11. MODIFICATIONS BY LICENSEE In the event that Licensee or any User has made any modifications to the Licensed Software, Licensor shall not be responsible for correcting errors or providing support of problems which arise from or out of any such modifications of the Licensed Software made by or for Licensee. Licensee shall pay Licensor for any corrections made or attempted by Licensor or support provided by Licensor for difficulties or defects traceable to Licensee errors or Licensee modification of the Licensed Software at Licensor's then current time and material rates. Licensee acknowledges that neither Licensee nor any User is authorized to make modifications to the Licensed software. This section does not grant a license to Licensee to modify the Licensed Software. 12. LICENSEE'S DUTIES AND OBLIGATIONS Licensee shall be solely responsible for backing up all files on Licensee's computer system. Licensee will provide reasonable assistance to enable Licensor to correct reported errors. Licensee shall be solely responsible for any of its own hardware and software as may be necessary to be compatible with Licensor's then current system (hardware and software) used to access Licensee's OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/01(0) CONTRACT NUMBER 005228 Page 32 MOAKLANISPF OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON CO U N T Y M IC H I G A N COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com computer system via modem to perform on-line diagnostics. During any such on-line access, Licensee shall provide a qualified person at Licensee's site to assist Licensor via telephone. Licensee shall be solely responsible for all security of its computer system and shall limit Licensor's on- line access to only that which is required for Licensor to perform such on-line diagnostics. 13. PROPRIETARY RIGHTS Any changes, additions, error corrections, updates, enhancements or new releases, including documentation therefore, as may be provided under this maintenance agreement shall (as between Licensor and Licensee) remain the property of Licensor, and shall be covered by article 10 of the license agreement. 14. SOLE REMEDY In the event that Licensor breaches this maintenance agreement, Licensee's sole remedy shall be to receive a pro rata refund (the number of full months remaining in the then current one year term divided by 12) of the annual maintenance fee for the then current one year term upon installation of all error corrections, updates, enhancements or new releases installed during the then current one year term of this maintenance agreement licensed software. Licensee may then reinstall the previous version of the licensed software. 15. DISCLAIMER OF WARRANTIES Licensor makes no warranty, express or implied, including the warranty of merchantability, fitness for a particular purpose, of any kind whatsoever, and all such warranties are hereby excluded by licensor and waived by licensee. 16. LIMITATION OF LIABILITY Licensor shall have no liability with respect to its obligations under this agreement or otherwise for consequential, exemplary, incidental or punitive damages even if it has been advised of the possibility of such damages. 17. TERMINATION If this maintenance agreement is terminated by default of Licensee, no maintenance fees or charges paid pursuant to this maintenance agreement shall be refunded by Licensor. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07/01(0) CONTRACT NUMBER 005228 Page 33 MOAKRNDF-� CO U NTY M I C H I GAN OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com Schedule I Software Maintenance Fees SUPPORT SERVICES USED BY LICENSEE The current Annual Maintenance Fee is IMACS Base Maintenance Fee $219,557.00 Clinic Module included Case Management Module included Additional Installation Reports included Web based Constituent Access included Maintenance on Change Orders included $219,557.00 Additional software licenses (New Beds), additional modules or custom software enhancements will increase the annual maintenance at a rate of 10% of the cost prorated in the year of installation. The Annual Maintenance Fee shall be: Year 1- 2018 Year 2 - 2019 Year 3 - 2020 Year 4 - 2021 Year 5 - 2022 TOTAL $219,557 $219,557 $219,557 $219,557 $219,557 $1,097,785.00 Additional software licenses (New Beds), additional modules or custom software enhancements will increase the annual maintenance at a rate of 10% of the cost prorated in the year of installation. Telephone SUDoort Fee Normal Business Hours Fee Included in Licensee Annual Maintenance Fee Normal Business Hours are defined as standard hours of operation 9:00am to 5:00pm. The days of the week for which these standard hours apply are Monday, Tuesday, Wednesday, Thursday and Friday. Days of the week that have a nationally accepted holiday scheduled are not included as normal business days. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07101(v3) CONTRACT NUMBER 005228 Page 34 40AKLANIV5 CO U N T Y M I CHI GAN COMPLIANCE OFFICE PURCHASING Off -Hours Telephone Support Fee OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office I Purchasing 248-858-05il I purchasing@oakgov.com After Normal Business Hoursfncluded in Licensee Annual Maintenance Fee Weekend & Holiday Hours Included in Licensee Annual Maintenance Fee On -Site Support Fee Normal Business Hours Included in Licensee Annual Maintenance Fee After Normal Business Hoursfncluded in Licensee Annual Maintenance Fee Weekend & Holiday Hours Included in Licensee Annual Maintenance Fee Travel Expenses Actual Costs are invoiced as incurred. Reasonable expenses include but are not limited transportation, lodging, meals and telephone. Licensee shall pre -approve all non -incidental transportation and lodging expenses Rev 2016107101(0) OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 005228 Page 35 4blAKLANIRT-0: W CO U N T Y M I C H I GAN OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com EXHIBIT IV SOURCE CODE LICENSE AGREEMENT This Source Code License Agreement ("Agreement") is entered into on the same date that the Contract is executed, between INTELLITECH, Inc., an Ohio Corporation with headquarters at 8544 Hickory Hill, Poland, Ohio 44514 ("Licensor"), and the County of Oakland, a Michigan Constitutional Corporation, whose address is 1200 N. Telegraph Road, Pontiac, Michigan 48341 ("Licensee"). Licensor and Licensee agree to the following terms and conditions: 1. License and Scope of Use 1.1. Grant. Upon payment of each annual License & Maintenance fee hereinafter set forth subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non- exclusive, license to use the proprietary software developed by Licensor and identified in Schedule 1 hereto in source code form ("Source Code") solely for the purpose of customizing certain aspects software licensed by Licensor to Licensee under a separate agreement (attached as Exhibit II) or another purpose as set forth in Schedule 1A (the "Licensed Purpose"). Licensee may modify the Source Code and may create derivative works based on the Source Code solely for the Licensed Purpose. Any such modifications and derivative works are for use as set forth in Exhibit 11; such modifications and derivative works are subject to the restrictions set forth in Section 1.2 and the rights and obligations set forth in Section 5.2. To the extent that any software identified in Schedule 1A includes any third -party components, Licensee acknowledges that the license granted hereunder shall not include such third -party software in source code form. 1.2. Restrictions. Licensee may not and shall not at any time: (i) use or prepare or distribute, sublicense, rent, timeshare, loan, lease, or otherwise distribute, assign, or transfer the Source Code; or (ii) remove or obscure Licensor's copyright, trademark and proprietary in Licensor notices from the Source Code. 2. Audit Licensor, at its own expense, may conduct audits of Licensee's use of the Source Code to ensure compliance with this Agreement (each, a "Compliance Audit"). Upon twenty-four hour prior notice from Licensor, Licensee shall grant Licensor access to the facilities of Licensee during regular business hours for the purpose of conducting the Compliance Audit. If a Compliance Audit reveals that Licensee has used the Source Code in breach of this Agreement, Licensee will have thirty (30) DAYS to correct such breach. If such breach is not corrected in the thirty (30) DAY period, Licensor may terminate this Agreement . 3. Software Upgrades; Support; Warranties 3.1. No Su000rt. Except as otherwise provided for in this section, Licensor shall provide Source Code updates for the SOFTWARE identified in Schedule 1A. Licensor shall have no obligation OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016/07101(v3) CONTRACT NUMBER 005228 Page 36 40AU u `a" OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON C O U NTY M I C H I G AN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com to provide Licensee with support for error corrections, updates or other releases of the Source Code modified by Licensee or to otherwise maintain or support the Source Code modified by Licensee. Licensor may provide consulting services relating to the use or modification of the Source Code and may charge the Licensee for services rendered. 3.2. Termination of Warranties. Unless otherwise agreed to by the parties in writing, if Licensee makes any modification to or derivative work based on any Source Code, any and all warranties, support obligations and indemnity obligations involving the Source Code or related software that Licensor or its Affiliates may have provided to Licensee pursuant to this or any other Agreement shall immediately terminate. 4. Proprietary Rights 4.1. Acknowledgement of Proprietary Rights. Licensee acknowledges that the Source Code is a commercially valuable and highly proprietary asset of Licensor and that its design and development reflect the effort of skilled development experts. Licensee acknowledges that the Source Code contains substantial trade secrets of Licensor, which Licensor has entrusted to Licensee in confidence to use only as expressly authorized by this Agreement. Licensee further acknowledges that this Agreement in no way allows Licensee to distribute the Source Code. Licensee further acknowledges that Licensor claims and reserves all rights and benefits that are afforded under federal copyright law with respect to the Source Code. Any copying, modification, creation of derivative works or distribution of the Source Code not expressly authorized by this Agreement is strictly forbidden. 4.2. Ownership of Intellectual Property. The Source Code and all modifications and derivatives to the Source Code made by Licensee shall be owned solely by Licensor. Upon request of Licensor, Licensee shall deliver to Licensor an electronic copy of all modifications or derivatives to the Source Code. 4.3. Limited Scope. The license to the Source Code granted under this Agreement (the "Source Code License") does not provide Licensee with title to or ownership of the Source Code. Rather, the Source Code License provides Licensee with only the limited rights set forth in this Agreement. S. Confidentiality Except as provided by law, Licensee shall not, at any time, disclose the Source Code, any modifications or derivatives of the Source Code, or the trade secrets embodied in the Source Code, whether in whole or in part, except to those employees and agents of Licensee who have a need to know and to obtain access thereto in order to give effect to the rights granted to Licensee under this Agreement. Licensee shall take appropriate action at its discretion, by instruction, agreement, or otherwise, with any persons authorized to have access to the Source Code, to enable Licensee to fulfill the foregoing obligations. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016107/01(0) CONTRACT NUMBER 005228 Page 37 K'-' IN DOAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-85B-0511 I purchasing@oakgov.com 6. Injunctive Relief Licensee acknowledges that it is impossible to fully measure in monetary damages the injury that will be caused to Licensor in the event of a breach or threatened breach of any of the provisions of this Agreement. Licensor shall be entitled to injunctive relief to enforce the provisions hereof, without prejudice to any other remedy Licensor may have at law or in equity. 7. Warranty EXCEPT AS OTHERWISE PROVIDED IN THIS CONTRACT, THE SOURCE CODE IS PROVIDED "AS -IS". EXCEPT AS OTHERWISE PROVIDED IN THIS CONTRACT, LICENSOR EXPRESSLY DISCLAIMS, ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, FROM A COURSE OF DEALING OR USAGE OF TRADE, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF ACCURACY, COMPLETENESS, PERFORMANCE, CURRENCY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. 8. Limitations of Liability The parties acknowledge that the following provisions have been negotiated by them, reflect a fair allocation of risk and that such allocation is reflected in the fees payable under this Agreement: 8.1. Consequential Damages, etc. IN NO EVENT SHALL LICENSOR OR LICENSEE BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY OR SIMILAR DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOSS OF WORK PRODUCT, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, WHETHER IN TORT, CONTRACT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016107/01(0) CONTRACT NUMBER 005228 Page 38 40AKUNIrF C O U NTY M I C H IGA N COMPLIANCE OFFICE PURCHASING 1. IMACS Jail Management Software 2. Clinic Module Software 3. Inmate Services Software OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON SCHEDULE 1A SOFTWARE Compliance Office I Purchasing 248-858-0511 I purchasing@oakgov.com OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING Rev 2016101/01(0) CONTRACT NUMBER 005228 Page 39 Jail Management System RFP Event004482 5/2/19 This is a bid summary for the Jail Management System's request for proposal number 004482. What follows is an analysis of the strengths and weaknesses of the four systems proposed to Oakland County. Core Technologies —Commercial Off the Shelf • System requirements and implementation services met average expectations. • Software customization and configuration lacks flexibility sought by Oakland County. Several solution requirements and general system requirements noted the system was configurable but not customizable, which prevents meeting the solution needs of CLEMIS and its members. Oakland County prefers a custom solution as opposed to off the shelf. • Licensing and support lacked thorough explanations of third -party software/hardware and software release/ patch cycles. This proposal did not offer source code owned by County which limits flexibility. • Technical Architecture was missing or lacked detail on many items expected by Oakland County including a testing process, sample architecture diagram, customized reporting, third party tools, software development process, QC process, Defect Resolution, major/minor releases, and planning roadmap among others. • This off the shelf package would require custom building some interfaces, and the like, to cover systems like CLEAR, OakVideo, LEIN data import, and a data feed to the CLEMIS search database. Intellitech Corporation — Commercial Off the Shelf • Licensing and support were graded upon whether various explanations are present. Software release and patch cycles lacked detail on how they would be done and their frequency with this new solution. However, the rest of licensing was present and received an average grade. Oakland County would not own the source code under this proposal. • System functionality varied depending upon the department criteria with an "average" overall trend. The scoring team members saw minimal difference in the presented functionality between the current system and the proposed system. • The technical response did not meet the requirements of the Oakland County IT. Architecture/Security teams and placed the vendor last out of all the offerings. Issues included but are not limited to a lack of reoccurring release timing, no explanation for true -up process, no detail on how testing is done, inclusive security control walkthrough, and no third -party research given to name a few. • This configurable off the shelf package, as opposed to a custom solution, would require custom building some interfaces, and the like, to cover systems like CLEAR, OakVideo, LEIN data import, and a data feed to the CLEMIS search database. Kevadiya Inc. —Custom but owned by Kevadiya Oakland County will be able to customize the solution when built but will not retain the rights to the developed code. Oakland County prefers to own the source code for a custom solution. Thus, while Kevadiya proposed a custom solution, they also proposed retaining ownership of the source code which limits flexibility. Explanations in the system functionality were basic in the general section and stated the same sentence repeatedly in each of the individual units which didn't give Oakland County much insight into how the Kevadiya would build the solution. Jail Management System RFP Event004482 5/2/19 • Well explained high touch support including after hours response based on severity. • Technical architecture contained well thought out lengthy answers that give the team insight into the standards that Kevadiya uses to create solutions. Kevadiya's cloud based solution is aligned with Oakland County's'cloud first' strategy. Simtech Solutions Inc. — Custom owned by Oakland County • Oakland County will own the rights to the source code when complete, including making updates and bug fixes. Oakland County's ownership of the source code will allow it to more easily offer the Jail Management System to CLEMIS members. • Simtech has written several, comparable applications for Oakland County, Wayne County and CLEMIS members, including the CLEMIS dashboard applications (allows for multiple agencies) and tax management systems. These efforts show Simtech's similar, presently existing products and their commitment to meeting the functionality needs of Oakland County. • Simtech provided above average responses for their ability to meet the intended system functionality as well as how they had met similar functionality in the past with other solutions. • System support will occur for four months after go live. The rest of licensing and support was present and received an average response. • Implementation services scored above average with clear above average responses in customization costs, system configuration, expectation of support, methods of testing, maintenance and support, data formats, and cloud explanations. Oakland County has a 'cloud first' strategy where appropriate and Simtech's solution satisfies this criteria. i Can build a complete custom-built solution within 24 months. Each vendor's proposed solution had strengths and weaknesses that played into the overall decision for the Request for Proposal process. System functionality, implementation services, license & support, system cost, ownership of source code, custom product vs commercial off the shelf product and technical architecture all played a role in the scoring process. Through the RFP process the County discovered it prefers the advantages of a custom developed solution versus a commercial off the shelf (COTS) solution. In conclusion, the committee felt that full ownership of a custom solution provided the most system flexibility while maintaining integration into other software at Oakland County. It was determined that Simtech, in addition to scoring the highest overall regarding the scoring criteria, also allowed Oakland County full ownership of a custom application for maximum flexibility. Oakland County Department of Information Technology <<Type Name of System>> RFP Vendor and Product Scoring List - Master Compilation and Summary ,Core Legends RFP Appendix D (Lowest Score / Current Score) x System Cost Percent J43-Rank with Other Vendors 1 - 20 Value on Summary Core Intellitech KVD Simtech Implementation + $553,800 $113,5001 $1,875,0001 $1,642,0001 Hardware OCSD OCSDI 01 1 Software $753,440 $600,0001 01 1 Training Onsite I included $57,0001 $30,000 $10,0001 Training Remote I included n/a Training Docs I included) n/a $5,000 $80,000� Less Discount 1 -$562,500 Optional Mugshot Module I n/a n/a n/a $448;8091 Optional Clinical Module I n/a n/a n/a $142,0001 _Optional External Site 1 n/a n/a n/a $112,0001 5 Year Recurring Hardware Maintenance + $0 $01 $300,0001 $01 5 Year Recurring Software Maintenance $753,440 $1,100,0001 $600,0001 $01 TracBlue Bar Code System li $67,000 n/a n/al n/a 200 beacons @ $75.00 each I $15,000 n/a n/al n/a 100 hand held devices @ $250.00 each I $25,000 n/a n/a n/a Barcode Cloud I $9,500 n/a n/a n/a Barcode Installation I $17,500 n/a n/a n/al Barcode 5 Year Maintenance and Support i $182,500 n/a n/a n/al .Less Discount I -$36,000 I Total 1 $2,377,1801 $1,870,5001 $2,067,5001 $1,732,0001 JMS_rfp_score_card (1)/System Cost Page 1