HomeMy WebLinkAboutResolutions - 2022.02.24 - 3532040AKL�._.
ANIE.
COUNTY MICHIGAN
BOARD OF COMMISSIONERS
February 24, 2022
MISCELLANEOUS RESOLUTION #22-051
Sponsored By: Penny Luebs
IN RE: Sheriff's Office - Contract Contract with Wellpath LLC for Medical Services at the Oakland
County Jail
Chairperson and Members of the Board:
WHEREAS the current contract with Wellpath LLC to provide medical services at the Oakland County Jail
expires on February 28, 2022: and
WHEREAS the Oakland County Sheriff s Office (OCSO) presented a notice of intent to enter into a contract
for services for Jail Health Clinic — Inmate Health Program to the Finance Committee on October 6, 2021; and
WHEREAS a request for proposal was placed on the Michigan Inter -governmental Trade Network (M1TN)
resulting in two bid responses; and
WHEREAS the bids were evaluated based on the following categories: health management system,
medical/clinical staff management, corporate history and experience, contract administration, and pricing; and
WHEREAS only one bid response, Wellpath LLC, included a complete turnkey health program for the jail; and
WHEREAS Miscellaneous Resolution 22034 appropriated additional funding in the amount of $20,205,364 for
the FY 2022 — 2024 Sheriff s Office Contracted Services Account (#730373) and required a separate Board of
Commissioner's resolution for the 3-year contract with Wellpath LLC beginning March 1, 2022.
NOW THEREFORE IT BE RESOLVED that the Oakland County Board of Commissioners approves the
contract for jail medical services with Wellpath LLC beginning March 1, 2022.
Chairperson, the following Commissioners are sponsoring the foregoing Resolution: Penny Luebs.
Qrd
David Woodward, Commissioner
au t
Hilarie Chambers, Deputy County Executive 11
Date: February 25, 2022
Date: February 28, 2022
Date. March 01. 2022
Lisa Brown, County Clerk / Register of Deeds
COMMITTEE TRACKING
2022-02-24 Full Board - Request Suspension of the Rules
VOTE TRACKING
Motioned by Commissioner Penny Luebs seconded by Commissioner Michael Gingell to adopt the attached
Contract: Contract with Wellpath LLC for Medical Services at the Oakland County Jail.
Yes: David Woodward, Michael Gingell, Michael Spisz, Karen Joliat, Kristen Nelson, Eileen Kowall,
Christine Long, Philip Weipert, Gwen Markham, Angela Powell, Charles Moss, Marcia Gershenson,
William Miller 11I, Yolanda Smith Charles, Charles Cavell, Penny Luebs, Janet Jackson, Gary McGillivray,
Robert Hoffman, Adam Kochenderfer (20)
No: None (0)
Abstain: None (0)
Absent: (0)
The Motion Passed.
ATTACHMENTS
Wellpath_Corp Counsel Contract FINAL_ 02 23 2022
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
I, Lisa Brown, Cleric 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 Brm,rn, Oakland County Clerk / Register of Deeds
COAKLANDII
COUNTY MICHIGAN OAKLAND COUNTY EXECUTIVE DAVID COULTER
PURCHASING
Purchasing
(248) 858-0511 1 purchasing@oakgov.com
Buyer: JPD CONTRACT NUMBER: 006554 Event # 005301
CONTRACT between the COUNTY OF OAKLAND and CONTRACTOR
Not To Exceed Amount: $20,205,364.00 1 Effective Date: 3/1/2022 1 Expiration Date:2/28/2025
Contract Description: I Jail Health Services - H
Contractor Information:
1283 Murfreesboro Rd Ste 500
Nashville, TN 37217
Vendor No:17144
Compliance Purchasing
Office Information:
Scott Guzzy
OAKLAND COUNTY
2100 Pontiac Lake Rd., Bldg. 41W
Waterford, M148328-0462
248-858-0511
The Parties agree to the attached terms and conditions:
go] d1014WSJ 11;f541.Lei ' I
SIGN:
FOR THE COUNTY:
SIGN:
Contract Administrator
Contract Administrator:
Stephanie Vardell
1283 Murfreesboro Rd Ste 500
Nashville, TN 37217
615/466-3432
SDVardell@Wellpath.us
County Contract Administrator
and Using Department:
Gaia Piir
OAKLAND COUNTY
1200 N. Telegraph, Bldg. 38 East
Pontiac, MI 48341
SIGN:
Scott N. Guzzy, CPPO, MBA, Purchasing Administrator
cmk OAKLAND COUNTY PURCHASING
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COUNTY MICHIGAN
OAKLAND COUNTY EXECUTIVE DAVID COULTER
PURCHASING Purchasing
(248) 868-0511 ( purchasing@oakgov.com
This Contract is organized and divided into the following Sections for the convenience of the Parties.
Section 1. Contract Definitions
Section 2. Contract Term and Renewal
Section 3. Contract Administration and Amendments
Section 4.
Contract Termination
Section 5.
Scooe of Deliverables and Financial/Pavment Obligations
Section 6.
Contractor's Warranties and Assurances
Section 7.
Liability
Section 8.
Contractor Provided Insurance
Section 9.
Intellectual Prooertv
Section 10.
Confidential Information
Section 11.
County Data
Section 12.
Information Technologv Standards
Section 13.
General Terms and Conditions
§1. CONTRACT DEFINITIONS
The following words when printed with the first letter capitalized shall be defined and interpreted as
follows, whether used in the singular or plural, nominative or possessive case, and with or without
quotation marks:
1.1. "Amendment" means any change, clarification, or modification to this Contract.
1.2. "Business Day" means Monday through Friday from 8:00 a.m. to 5:00 p.m., excluding County
designated holidays.
1.3. "Claims" means any loss; complaint; demand for relief or damages; lawsuit; cause of action; proceeding;
judgment; penalty; costs or other liability of any kind which is imposed on, incurred by, or asserted against
the County or for which the County may become legally or contractually obligated to pay or defend
against, whether commenced or threatened, including, but not limited to, reimbursement for reasonable
attorney fees, mediation, facilitation, arbitration fees, witness fees, court costs, investigation expenses,
litigation expenses, or amounts paid in settlement.
1.4. "Confidential Information" means all information and data that the County is required or permitted by
law to keep confidential, which includes computer software, cybersecurity assessments and plans and
measures to protect the County's security.
1.5. "Contract" means this document and any other documents expressly incorporated herein.
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COUNTY MICHIGAN
PURCHASING
OAKLAND COUNTY EXECUTIVE DAVID COULTER
Purchasing
(248) 858-0511 [ purchasing@oakgov.com
1.6. "Contractor' means the entity or person listed under "Contractor" on the first page of this Contract.
1.7. "Contractor Employee" means any employee; officer; director; member; manager; trustee; volunteer;
attorney; licensee; contractor; subcontractor; independent contractor; subsidiary; joint venture;
partner or agent of Contractor; and any persons acting by, through, under, or in concert with any of the
above, whether acting in their personal, representative, or official capacities. Contractor Employee
shall also include any person who was a Contractor Employee at any time during the term of this
Contract but, for any reason, is no longer employed, appointed, or elected in that capacity.
1.8. "Contract Documents" mean the following documents, which this Contract includes and incorporates:
Exhibits (Applicable if Checked)
• N Exhibit I: Contractor Insurance Requirements
• N Exhibit 11: Business Associate Agreement (Health Insurance Portability and Accountability Act
Requirements)
• ❑ Exhibit III: Requirements for Contractors with Access to County PH (Personally Identifiable
Information)
• ❑ Exhibit IV: Requirements for Contractors with Access to Criminal Justice Information
• ❑ Exhibit V: Federally Funded Contract Requirements
• ❑ Exhibit VI: Software License(s)
6 ❑ Exhibit VII: License for Use of County Servicemark
• N Exhibit Vill: Acknowledgement of Independent Employment Status
• N Exhibit IX: Scope of Contractor Deliverables/Financial Obligations
1.9. "County" means the County of Oakland, a Municipal and Constitutional Corporation, its departments,
divisions, authorities, boards, committees, and "County Agents" as defined below.
1.10. "County Agent" means any elected and appointed officials; directors; board members; council
members; commissioners; employees; and volunteers of the County; whether acting in their personal,
representative, or official capacities. "County Agent' shall also include any person who was a "County
Agent' anytime during the term of this Contract but, for any reason, is no longer employed, appointed,
or elected and in that capacity.
1.11. "County Data" means information or data collected, used, processed, stored, or generated in any format,
by or on behalf of the County, in connection with the Deliverables, which shall include, but not be limited
to: (a) personal health information (PHI) as defined under the Health Insurance Portability Act (HIPPA) and
Exhibit 11, (b) personally identifiable information (PII) as defined in Exhibit III, and (c) Criminal Justice
Information defined in Exhibit IV if the Exhibit(s) are incorporated into the Contract. County Data includes
Confidential Information as defined in this Contract. County Data shall not include any of Contractor's
Confidential Information.
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OAKLAND COUNTY EXECUTIVE DAVID COULTER
Purchasing
(248) 858-0511 ( purchasing@oakgov.com
1.12. "County Network" means County owned, leased, or licensed equipment, hardware, and software that is
interconnected via fiber optic, wireless, or other communication mediums for the purposes of County
hosting, processing, using, sharing, and/or transporting data, video, voice, or any other form of information.
1,13. "Day" means any calendar day, which shall begin at 12:00:00 a.m. and end at 11:59:59 p.m.
1.14. "Deliverables" mean goods and/or services provided under this Contract, whether tangible or
intangible, and may be more specifically described in the Exhibits.
1.15. "Effective Date" means midnight on the date listed on the first page of this Contract.
1.16. "Expiration Date" means 11:59.59 p.m. on the date listed on the first page of this Contract.
1.17. "E-Verify" means an Internet based system operated by the Department of Homeland Security (DHS) in
partnership with the Social Security Administration (SSA) that allows participating employers to
electronically verify the employment eligibility of their newly hired employees. Information and the
registration process are found at the E-Verify website:
httos://e-verify. uscis.Rov/en ro I I.
1.18. "Intellectual Property" means any developments, improvements, designs, innovation, and materials
that may be the subject of a trademark/servicemark, copyright, patent, trade secret, which includes
ideas, concepts, inventions, and processes related to the development and operation of computer
software and systems.
1.19. "Iran -Linked Business" is defined in the Michigan Compiled Laws (MCL), specifically MCL 129.312, being
Section 2 of Public Act 517 of 2012.
1.20. "Not to Exceed Amount" means the dollar amount listed on the first page of this Contract, unless amended.
The "Not to Exceed Amount" is not the County's financial obligation underthis Contract, but the maximum
amount that can be paid to Contractor during the term of this Contract.
1.21. "Proposal" means Contractor's response or bid to the County's Request for Proposal, Request for
Qualifications, or Request for Quotes.
1.22. "Purchase Order" means the County's written request to Contractor for Deliverables pursuant to this
Contract. The Purchase Order may include terms regarding delivery schedule, payment, and transportation.
1.23. "Purchasing" means the Purchasing Unit of the Oakland County Compliance Office.
§2. CONTRACT TERM AND RENEWAL
2.1. Contract Term. This Contract shall begin on the Effective Date and shall end on the Expiration Date.
2.2. Contract Renewal. Unless otherwise provided herein, the Parties are under no obligation to renew or
extend this Contract after the Expiration Date. This Contract may only be extended by an Amendment.
2.3. Legal Effect. This Contract shall be effective and binding when all of the following occur: (a) this
Contract is signed by a Contractor Employee, legally authorized to bind Contractor; (b) this Contract is
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COUNTY MICHIGAN
PURCHASING
OAKLAND COUNTY EXECUTIVE DAVID COULTER
Purchasing
(248) 858-4511 1 purchasing@oakgov.com
signed by an authorized County Agent; (c) all Contractor certificates of insurance, required by this
Contract, are submitted and accepted by Purchasing; and (d) any other conditions precedent to this
Contract have been met.
§3. CONTRACT ADMINISTRATION AND AMENDMENTS
3.1. Contract and Purchase Order Issuance. Purchasing shall issue this Contract and any Purchase Orders
that may be required. Purchasing is the sole point of contact in the County regarding all procurement
and contractual matters relating to this Contract and any Purchase Orders. Purchasing is the only
County office/department authorized to make any Amendments to this Contract or Purchase Orders.
3.2. Purchase Orders. Purchase Orders issued under this Contract are governed by the terms and
conditions of this Contract and are included and incorporated herein.
3.3. Proiect Managers. Each Party may designate an employee or agent to act as a Project Manager. If Project
Managers are selected, they shall be listed, along with their duties, in Exhibit IX. Unless otherwise stated in
Exhibit IX, the County's Project Manager has no authority to amend this Contract.
3.4. Contract Administrators. The County shall designate an employee or agent to act as Contract
Administrator(s). Contractor may designate its employee or agent to act as Contract Administrator(s).
The Contract Administrators shall be listed on the first page of this Contract. The County's Contract
Administrator(s) shall be responsible for monitoring and coordinating day-to-day activities under this
Contract, reviewing Deliverables and invoices, and submitting requests for Amendments to Purchasing.
The County's Contract Administrator(s) have no authority to amend this Contract.
3.5. Contract Amendments. All Amendments to this Contract must be in writing. This Contract shall not be
amended by any packing slip, Purchase Order, invoice, click through license agreement, or Contractor
policies or agreements published on Contractor's website or otherwise. Amendments to this Contract shall
be issued only by Purchasing. The Amendment shall be effective when signed by an authorized Contractor
Employee and an authorized County Agent.
3.6. Unauthorized Changes. Contract changes shall not be effective until an Amendment containing the
change is executed according to the procedures described in this Contract. If the Contractor is directed
to perform work that Contractor believes is a change in the Contract/Deliverables, then Contractor
must notify Purchasing that it believes the requested work is a change to the Contract before
performing the requested work. If Contractor fails to notify Purchasing before beginning the requested
work, then Contractor waives any claims for additional compensation for performing the requested
work. If Contractor begins work that is outside the scope of this Contract or begins work before an
Amendment is executed and then stops performing that work, Contractor must, at the request of the
County, undo any out -of -scope work that the County believes would adversely affect the County.
3.7. Precedence of Contract Documents. In the event of a conflict, the terms and conditions contained in
Sections 1 through 13 of this Contract shall prevail and take precedence over any allegedly conflicting
provisions in all Contract Documents, Exhibits, Purchase Orders, Amendments, and other documents
eesrsexpressly incorporated herein. Terms and conditions contained in Contractor invoices, packing slips,
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PURCHASING
OAKLAND COUNTY EXECUTIVE DAVID COULTER
Purchasing
(248) 858-0511 ( purchasing@oakgov.com
receipts, acknowledgments, click -through licenses, and similar documents shall not change the terms
and conditions of this Contract.
§4. CONTRACT TERMINATION
4.1. County Termination. In addition to any other legal rights the County may have to terminate or cancel
this Contract, the County may terminate the Contract as follows:
• Immediate Termination. The County may terminate or cancel this Contract, in whole or in part,
immediately, upon notice to Contractor, if any of the following occur: (a) Contractor, officer of
Contractor, or an owner of a 25%or greater share of Contractor is convicted of a criminal offense; or (b)
if any third -party funding for this Contract is reduced or terminated.
• Termination for Convenience. Either Party may terminate or cancel this Contract, in whole or part, at
any time, upon ninety (90) Days' notice to the other Party, for any reason, including convenience
without incurring obligation or penalty of any kind. The effective date for termination or cancellation
shall be clearly stated in the notice.
4.2. Contractor Termination. Contractor may terminate or cancel this Contract, in whole or part, upon one
hundred and eighty (180) Days' notice to the County, if the County breaches any duty or obligation
contained herein and within such notice period has failed or has not attempted to cure the breach. The
effective date of termination or cancellation and the specific alleged default shall be clearly stated in
the notice to the County.
Countv's Obligations Upon Termination. The Countv's sole obligation in the event of termination or
cancellation of this Contract is for payment of the actual Deliverables provided to the County before the
effective date of termination. Under no circumstances shall the County be liable for any future loss of
income, profits, any consequential damages, any loss of business opportunities, revenues, or any other
economic benefit Contractor may have realized but for the termination or cancellation of this Contract.
The County shall not be obligated to pay Contractor any cancellation or termination fee if this Contract
is cancelled or terminated as provided herein. If the County chooses to terminate the Contract in part,
then the charges payable under this Contract must be equitably adjusted to reflect those Deliverables
that are terminated.
4.3. Contractor's Obligations Upon Termination. If the County terminates this Contract, for any reason,
then Contractor must do the following: (a) cease providing all Deliverables as specified at the time
stated in the notice of termination; (b) take any action necessary, or as the County may direct, to
preserve and protect Deliverables or other property derived or resulting from the Contract that is in
Contractor's possession; (c) return all materials and property provided to Contractor by the County; (d)
unless otherwise directed by the County, transfer title in and deliver to the County all Deliverables in
the possession of Contractor or Contractor Employees (which Deliverables are transferred to the
County "As -Is", except to the extent the amounts paid by the County for these Deliverables include
warranties or warranty services and, in that situation, the Deliverables will be transferred with the
warranty or warranty services and not "As -Is"); and (e) take any action to mitigate and limit any
—W SS-1.
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OAKLAND COUNTY EXECUTIVE DAVID COULTER
Purchasing
(248) 858-0511 1 purchasing@oakgov.com
potential damages, including terminate or limit, as applicable, those subcontracts and outstanding
orders for materials and supplies connected with or related to this Contract.
4.4. Assumation of Subcontracts. If Contractor is in breach of this Contract and the County terminates this
Contract, then the County may assume, at its option, any subcontracts and agreements for Deliverables
provided under the Contract and may pursue completion of the Deliverables by replacement Contract or
otherwise as the County, in its sole judgment, deems expedient.
§5. SCOPE OF DELIVERABLES AND FINANCIAL/PAYMENT OBLIGATIONS
5.1. Performance of Deliverables. Contractor shall provide all Deliverables identified in and as set forth in
Exhibit IX, any Purchase Orders, or any Amendments to this Contract.
5.2. Software License(s). If this Contract includes a Software License(s) as described in Exhibit VI, then the
Parties shall follow the terms and conditions therein. Any applicable third -party Software License(s) are
also provided in Exhibit A. Unless specifically agreed to by County, if County Agents are required to
accept click through license terms to access any of the Deliverables in this Contract, the terms and
conditions of those click through licenses are without force and effect.
5.3. Financial Obligations. Except as otherwise set forth in this Contract, the County's sole financial
obligation under this Contract shall be set forth in Exhibit IX. The amount and manner of payment of
the financial obligation shall be set forth in Exhibit IX and may be in the Software License Exhibit VI, if
applicable, or a Purchase Order.
5.4. Pavment Obligations. Except as otherwise set forth in the Exhibits, Contractor shall submit an invoice to the
County's Contract Administrator itemizing amounts due and owing under this Contract, as of the date of the
invoice. Invoices shall contain the following information: (a) County Contract Number; (b) dates of
Deliverables; (c) itemized list of Deliverables; (d) Contractor Tax ID Number (federal and State); (e) licenses;
and (f) any other information requested by Purchasing. The County shall have no obligation to make a
payment under this Contract until an invoice is submitted in the form set forth herein and shall have no
obligation to pay for Deliverables, which have not been invoiced (as required herein) within sixty (60) Days of
Contractor's performance. Unless otherwise set forth in the Exhibits, the County shall only pay Contractor
for Deliverables under this Contract and not any subcontractors or assignees of Contractor.
5.5. Not to Exceed Amount. The amount due and owing to Contractor, under this Contract, shall not
exceed the "Not to Exceed Amount." If Contractor can reasonably foresee that the total financial
obligation for the Contract will exceed the "Not to Exceed Amount," then Contractor shall provide
Purchasing with notice of this fact at least ten (10) Days before this event.
5.6. No Obligation for Penalties/Costs/fines. The County shall not be responsible for any cost, fee, fine,
penalty; or direct, indirect, special, incidental, or consequential damages incurred or suffered by
Contractor in connection with or resulting from the performance of this Contract under any circumstances.
5.7. Set -Off of Countv Costs. If the County incurs any costs associated with the duties or obligations of
Contractor under this Contract, then the County has the right to set-off those costs from any amounts
891--1 W.
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COUNTY MICHIGAN
PURCHASING
OAKLAND COUNTY EXECUTIVE DAVID COULTER
Purchasing
(248) 858-0511 ( purchasing@oakgov.com
due and owing Contractor. This set-off includes withholding payment in an amount equal to the cost of
any County -provided equipment, supplies, or badges that are not returned by Contractor upon
completion, termination, or cancellation of this Contract.
5.8. In -Kind Services. Unless expressly provided herein, this Contract does not authorize any in -kind
services by either Party.
§6. CONTRACTOR'S WARRANTIES AND ASSURANCES
6.1. Full Knowledge of Contract Expectations. Contractor warrants that before submitting its Proposal
and/or entering into this Contract, it had a full opportunity to review all County requirements and/or
expectations for this Contract. Contractor is responsible for being adequately and properly prepared to
execute this Contract. Contractor has satisfied itself in all material respects that it will be able to
perform the Contract as specified herein.
6.2. Complete and Accurate Representations. Contractor certifies that all statements, assurances, records,
and materials submitted to the County in connection with seeking and obtaining this Contract have
been truthful, complete, and accurate.
6.3. Access to Contractor Policies. If the Parties agree in this Contract to follow any Contractor policies, such
as acceptable use or privacy policies, then Contractor shall retain each version of such policy with the
effective dates and shall promptly provide such to the County, if requested.
6.4. Grant Compliance. If any part of this Contract is supported or paid for with any State, federal, or other
third -party funds granted to the County, then Contractor shall comply with all applicable grant
requirements. Upon request of Contractor, the County shall provide Contractor with a copy of the
applicable grant requirements.
6.5. Contractor Incidental Expenses. Except as otherwise expressly provided in this Contract, Contractor
shall be solely responsible and liable for all costs and expenses associated or needed to perform this
Contract, including, but not limited to, any professional dues, association fees, license fees, fines, taxes,
and penalties.
6.6. Equipment and Supplies. Contractor is responsible for providing all equipment and supplies to perform
this Contract, which are not expressly required to be provided by the County.
6.7. Contractor Emplovees.
• Number and Qualifications of Contractor Emplovees. Contractor shall employ and assign qualified
Contractor Employees as necessary and appropriate to perform this Contract. Contractor shall ensure
all Contractor Employees have the knowledge, skill, and qualifications to perform this Contract and
possess any necessary licenses, permits, certificates, and governmental authorizations as may be
required by law.
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COUNTY MICHIGAN
PURCHASING
OAKLAND COUNTY EXECUTIVE DAVID COULTER
Purchasing
(248) 858-0511 1 purchasing@oakgov.com
Control and Supervision of Contractor Employees. Contractor shall solely control, direct, and supervise
all Contractor Employees with respect to all Contractor obligations under this Contract. Contractor will
be solely responsible for and fully liable for the conduct and supervision of any Contractor Employees.
Removal or Reassignment of Personnel at the Countv's Request. Contractor shall remove a Contractor
Employee performing work under this Contract at the County's request provided that the County's
request is based on legitimate, good -faith reasons. Replacement personnel for the removed person
must be fully qualified for the position. If the removal of a Contractor Employee results in an
unanticipated delay, which is attributable to the County, then this delay shall not be considered a
breach of the Contract and the terms and conditions of this Contract effected by the removal will be
adjusted accordingly.
Contractor Emplovee Identification. If requested by the County, Contractor Employees shall wear and
display a County -provided identification badge at all times while working on County premises. In order
to receive a County identification badge, a Contractor Employee shall sign the "Acknowledgement of
Independent Contractor Status" form, Exhibit VIII to this Contract. Contractor shall return all County -
provided identification(s) upon completion of Contractor's obligations under this Contract.
Background Checks. At the County's request, Contractor Employees performing work under this
Contract shall be subject to a background check by the County. The scope of the background check is at
the discretion of the County and the results will be used to determine Contractor Employee's eligibility
to perform work under this Contract. Any request for background checks will be initiated by the County
and will be reasonably related to the type of work requested. Contractor and Contractor Employees
shall provide all information or documents necessary to perform the background check.
Contractor Emplovee Expenses. All Contractor Employees shall be employed at the Contractor's sole
expense (including employment -related taxes and insurance). Contractor warrants that all Contractor
Employees shall fully comply with and adhere to the terms of this Contract. Contractor shall be solely
liable for all applicable Contractor Employees' federal, state, or local payment withholdings or
contributions and/or all Contractor Employee related pension or welfare benefits plan contributions
under federal or state law. Contractor shall indemnify and hold the County harmless for all Claims
against the County by any Contractor Employee, arising out of any contract for hire or employer -
employee relationship between Contractor and any Contractor Employee including, but not limited to,
Worker's Compensation, disability pay, or other insurance of any kind.
Contractor's Compliance with the Patient Protection and Affordable Care Act. If Contractor is subject
to the Patient Protection and Affordable Care Act ("ACA"), PL 111-148, 124 Stat 119, then Contractor
shall ensure that all Contractor Employees, under assignment to the County, and their dependents, as
defined by the ACA, are provided with or have access to insurance as required by the ACA. If Contractor
is subject to the ACA, Contractor warrants it offers group health coverage to Contractor Employees and
their dependents that is affordable, that provides minimum essential coverage and value, and that each
offer of coverage meets the timing requirements of the ACA. Contractor warrants, whether or not it is
subject to the ACA, that it will pay all applicable fees, taxes, or fines, as set forth in the employer
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Purchasing
(248) 858-0511 [ purchasing@oakgov.com
mandates of the ACA under Tax Code §4980H and related regulations for any Contractor Employee,
whether the fee, tax, or fine is assessed against the Contractor or the County.
6.8. Acknowled¢ment of Independent Contractor Status.
Independent Contractor. Nothing in this Contract is intended to establish an employer -employee
relationship between the County and Contractor or any Contractor Employee. In no event, shall
Contractor Employees be deemed employees, agents, volunteers, or subcontractors of the County.
Contractor shall ensure that Contractor Employees are apprised of their status and the limitations
independent contractors have of this status.
Contractor/Contractor Employee Representations. Contractor and/or Contractor Employees shall not
represent themselves as County employees. Contractor shall ensure that Contractor Employees do not
represent themselves as County employees.
County Benefits and Plans. Contractor and Contractor Employees shall not be entitled to participate in
any County employee benefit plans and programs, including but not limited to, retirement, deferred
compensation, insurance (including without limitation, health, disability, dental, and life), and vacation
pay. This limitation includes access to benefit plans and programs that are not described by a written
plan. However, Contractor Employees who are retired County Employees may receive vested post -
employment benefits such as retiree health care and pension benefits from Oakland County.
• County Reliance. The County entered into this Contract in reliance of the representations made by
Contractor regarding its understanding of the role of independent contractors, its stated relationship to
Contractor Employees, and other representations Contractor has made regarding the management and
performance oversight of Contractor Employees.
• Independent Employment Status. If Contractor provides Contractor Employees for staffing and/or leasing
services to County, those Contractor Employees shall sign Exhibit Vill, Acknowledgement of Independent
Employment Status, prior to performing services for the County.
6.9. Permits and Licenses. Contractor shall be responsible for obtaining and maintaining, throughout the
term of this Contract, all licenses, permits, certificates, governmental authorizations, and
business/professional licenses necessary to perform this Contract. Upon request by the County,
Contractor shall furnish copies of any permit, license, certificate, or governmental authorization
necessary to perform this Contract.
6.10. E-Verify. In accordance with Miscellaneous Resolution No.09116 (BOC Minutes, July 30, 2009, pp 37-38),
unless otherwise exempted, all service contractors who wish to contract with the County to provide
services must first certify they have registered with, will participate in, and continue to utilize, once
registered, the E-Verify Program (or any successor program implemented by the federal government or its
departments or agencies) to verify the work authorization status of all newly hired employees employed
by the Contractor. Breach of this term or condition is considered a material breach of this Contract.
Contractor's execution of this Contract constitutes a certification that they are authorized to certify on
behalf of Contractor and do hereby certify on behalf of Contractor that the Contractor has registered with,
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has and will participate in, and does and will continue to utilize once registered and throughout the term
of this Contract and any permissible extension hereof, the E-Verify Program (or any successor program
implemented by the federal government or its departments or agencies) to verify the work authorization
status of all newly hired employees employed by the Contractor.
6.11. Iran -Linked Business Certification. Contractor certifies that it is not an Iran -Linked Business.
Contractor further certifies that it was not an Iran -Linked Business at the time it submitted its Proposal
for this Contract. Contractor must promptly notify the County, if Contractor becomes an Iran -Linked
Business at any time during this Contract.
6.12. Foreian Adversary Certification. If Contractor supplies technology or equipment to County, Contractor
certifies that the technology and/or equipment was not produced, assembled or manufactured by a
foreign adversary, as defined, and as prohibited by the federal government.
6.13. Taxes.
• Contractor Taxes. Contractor shall collect and pay its local, state, and federal taxes, including but not
limited to, all employment taxes, sales taxes, personal property taxes, and real property taxes. The
County shall not be liable to or required to reimburse Contractor for any local, state, or federal tax of
any kind.
• County Tax -Exempt. The County is exempt from state and local sales tax, personal property tax, and real
property tax. Prices under this Contract shall not include taxes, unless the County is not tax-exempt for a
specific Deliverable. Exemption certificates for sales tax will be furnished upon request.
6.14. Warrantv for Services. Contractor warrants that all Deliverables that are services shall be performed in
compliance with all applicable laws, statutes, regulations, ordinances, and professional standards.
6.15. Warrantv for Goods. All Deliverables that are goods shall be subject to the following warranties:
• Warrantv of Merchantabilitv. Goods provided by Contractor pursuant to this Contract shall: (a) be
merchantable; (b) be of good quality; (c) be fit for their ordinary purpose; (d) be adequately contained and
packaged; and (e) conform to the specifications and descriptions contained in this Contract.
• Warrantv of Fitness for a Particular Purpose. If Contractor knows or has reason to know that the
goods will be used for a particular purpose and the County is relying on Contractor's skill or judgment to
select or furnish the goods, then there is a warranty that the goods are fit for a particular purpose.
• Warrantv of Title. All goods conveyed to the County shall be conveyed and transferred: (a) with good
title; (b) free from any security interest, lien, or encumbrance that the County did not have knowledge
of when the Contract was executed; and (c) free of any rightful claim of infringement or similar claim by
a third -party.
6.16. ADA and Section 508 Compliance. If Contractor is providing a Deliverable that requires County Agents
or the public to use a software application or to access a website, Contractor warrants that end users
can utilize the software or access the website in accordance with the accessibility requirements of the
ADA and the Rehabilitation Act of 1973. Contractor's Deliverable will conform, where relevant, to level
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AA of the World Wide Web Consortium (W3C) Web Content Accessibility Guidelines (WCAG) 2.0.
Contractor may provide a description of conformance with the above -mentioned specifications by
means of a completed Voluntary Product Accessibility Template for WCAG 2.0 (WCAG 2.0 VPAT) or
another comparable document. Any additional compliance requirements shall be specified in the Scope
of Contractor's Deliverables Exhibit IX.
P. LIABILITY
7.1. Contractor Indemnification. Contractor shall indemnify, defend, and hold the County harmless from all
Claims, incurred by or asserted against the County by any person or entity, which are alleged to have
been caused directly or indirectly from the acts or omissions of Contractor or Contractor's Employees.
The County's right to indemnification is in excess and above any insurance rights/policies required by
this Contract.
Nothing in this Contract will require Contractor to indemnify or hold harmless the County
from liability to the extent fault is apportioned to the negligent or wrongful acts or omissions
of the County or its officers, agents, servants or employees as determined by judgment and
adjudicated by a Court of competent jurisdiction, nor will Contractor be required to
indemnify and hold harmless the County from liability for independent causes of action
alleging intentional tort by the County, its officers, agents, servants or employees. The
obligations under this Section will survive the termination of this Contract.
For any Claim for which Contractor has indemnification responsibility under this Contract,
Contractor will have full control of the defense, including but not limited to the selection of
counsel and settlement authority.
Upon termination or expiration of the Contract for any reason and thereafter, with respect to
any third -party claims related to this Contract, the County will ensure that Contractor will be
timely provided with copies of any needed medical records for purposes of providing a
defense for either the County or Contractor. If medical services have been transitioned to
another provider, the County will require that provider to cooperate with Contractor in
obtaining copies of records related to the claim. This provision will survive the termination or
expiration of this Contract
7.2. No Indemnification from the Countv. Contractor shall have no rights against the County for
indemnification, contribution, subrogation, or any other right to be reimbursed by the County, except
as expressly provided herein.
§8. CONTRACTOR PROVIDED INSURANCE. At all times during this Contract, Contractor shall obtain and
maintain insurance according to the requirements listed in Exhibit I.
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§9. INTELLECTUAL PROPERTY
9.1. Contractor Use of Countv Licensed Software. In order for Contractor to perform this Contract, the
County may permit Contractor or Contractor Employees to access certain Software licensed to the
County. Contractor or Contractor Employees shall not transfer, remove, use, copy, or otherwise provide
or make available such Software or documentation to any other person or entity, for any purpose,
without the prior written consent of the County and/or the licensor. Furthermore, neither Contractor
nor Contractor Employee shall produce a source listing, decompile, disassemble, or otherwise reverse
engineer any Software. Neither Contractor nor Contractor Employee shall use any Software contrary to
the provisions of any applicable Software license agreement or state or federal law.
9.2. Contractor License to Use Countv Servicemarks. If this Contract involves the use of County servicemarks, then
Contractor is granted a license to use the servicemarks subject to the terms listed in Exhibit VII. Contractor shall
only use the servicemarks as directed by the County in Exhibit VII.
9.3. Assignment of Rights. In consideration for the performance of this Contract and the fees paid to Contractor,
Contractor agrees to the following: (a) Contractor shall have no copyright, patent, trademark, or trade secret
rights in County Intellectual Property; (b) any and all programs, inventions, and other work or authorship
developed by Contractor exclusively for County while providing Deliverables to the County are works made
for hire, created for, and owned exclusively by the County, unless otherwise specified in the Contract; (c)
Contractor assigns to the County all rights and interest in County Intellectual Property, which Contractor has
made or conceived or may make and conceive, either solely orjointly with others, either on or off County
premises while performing this Contract or with the use of the time, material, or facilities of the County; and
(d) Contractor and its applicable Contractor Employees shall sign any documents necessary for the County to
register patents, copyrights, or trademarks with federal or state agencies. Contractor shall ensure
Contractor Employees assign their rights and interests in County Intellectual Property to the County.
9.4. Infringement Remedies. If, in either Party's opinion, any of the services or Deliverables supplied by
Contractor or Contractor Employees is likely to become the subject of a copyright, patent, trademark, or
trade secret infringement claim, Contractor shall at its own expense: (a) procure for County the right to
continue using the services or Deliverables, or if this option is not reasonably available to Contractor; (b)
replace or modify the same so that it becomes non -infringing; or (c) accept its return by County with
appropriate credits to County and reimburse County for any losses or costs incurred as a consequence of
County ceasing its use and returning it.
§10. CONFIDENTIAL INFORMATION
10.1. Contractor Use of Confidential Information. Contractor and Contractor Employees shall use appropriate
safeguards to protect the confidentiality and integrity of Confidential Information. Contractor shall not
reproduce, provide, disclose, or give access of Confidential Information to any Contractor Employee or
third -party not having a legitimate need to know. Contractor and Contractor Employees shall only use the
Confidential Information for performance of this Contract. Notwithstanding the foregoing, Contractor may
disclose the Confidential Information, if required by law, statute, or other legal process; provided that
®8=15e. Contractor: (a) gives the County prompt written notice of the impending disclosure; (b) provides
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reasonable assistance to the County in opposing or limiting the disclosure; and (c) makes only such
disclosure as is compelled or required. This Contract imposes no obligation upon Contractor with respect
to any Confidential Information which Contractor can establish by legally sufficient evidence: (a) was in
possession of or was known by Contractor, prior to its receipt from the County, without any obligation to
maintain its confidentiality; or (b) is obtained by Contractor from a third -party having the right to disclose
it, without an obligation to keep such information confidential.
§11. COUNTY DATA. If Contractor uses or possesses County Data in the performance of this Contract, then
the following provisions contained in this section apply:
11.1. Use of County Data. Contractor and Contractor Employees shall have a limited license to County Data,
including a license to collect, process, store, generate and display County Data but only to the extent
necessary to provide services under this Contract. Contractor and Contractor Employees may not use, sell,
rent, transfer, distribute, or otherwise disclose or make available County Data for Contractor's own
purposes or for the benefit of anyone other than the County, without the County's prior written consent,
unless otherwise provided for within an Exhibit to this Contract.
11.2. Unauthorized Access/Disclosure or Theft of Countv Data. Contractor or Contractor Employees shall
notify the County's Chief Information Officer as soon as practicable but no later than seventy-two (72)
business hours of "Discovery" of suspected unauthorized access, acquisition, disclosure, or theft of County
Data (a "Security Breach"). "Discovery" means the first day on which the Security Breach is known to
Contractor or Contractor Employees or should have been known by exercising reasonable diligence. For
clarification purposes, notice regarding Security Breach of PHI and/or Pit shall be treated using the .
timeline outlined in Exhibit II. Upon Discovery of a Security Breach, Contractor shall do the following: (a)
take reasonable measures to promptly cure the deficiencies relating to the Security Breach in order to
secure County Data; (b) cooperate with the County in investigating the occurrence, including making
available all relevant records, logs, files, and data reporting materials required upon request by the
County; and (c) comply with all applicable federal or state laws and regulations pertaining to unauthorized
disclosures or as otherwise directed by the County. If Contractor uses or possesses County Data described
in Exhibit II (HIPPA), Exhibit III (Pit), or Exhibit IV (CJIS), Contractor shall follow the procedures in the
applicable Exhibits governing the unauthorized access/disclosure or theft of County Data.
11.3. Storage of Countv Data. Contractor shall only store and process County Data at and from data centers
located within the United States. Contractor shall not permit Contractor Employees to store County Data on
portable devices, including personal computers, except for portable devices that encrypt data at rest and are
used and kept within the U.S. Contractor shall permit its Contractor Employees to access County Data
remotely only as required to provide technical support.
11.4. Reauirements for PCI Data. If Contractor possesses, stores, processes, or transmits County Data that is
considered Payment Card Industry (PCI) Data by the PCI Security Standards Council, Contractor shall
comply with PCI Data Security Standard (DSS) and shall provide the County with a copy of its PCI DSS
Attestation of Compliance and its Certificate of Compliance with PCI Data Security Standard. Contractor
warrants that it will keep its Certification of Compliance with PCI Data Security Standard current.
8es-y:
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11.5. Response to Legal Request for Countv Data. If the County receives a Court Order, a Freedom of
Information Act (FOIA) request, or other legal request to provide County Data held by Contractor, then
Contractor shall provide County Data to the County, in a format directed by the County, within the time
frame required by law.
11.6. Obligations upon Expiration. Termination or Cancellation of Contract. At the County's sole discretion,
upon expiration, termination, or cancellation of this Contract, Contractor shall return County Data in a
mutually agreeable format in a prompt and orderly manner or provide for the secure disposal of County
Data as directed by County.
§12. INFORMATION TECHNOLOGY STANDARDS. If Contractor provides a technology application or requires
the use of the Internet to access a Deliverable, the following sections apply:
12.1. Countv Standards. If Contractor and Contractor Employees that will be given access to the County
Network, Contractor and Contractor Employees shall comply with the County Electronic
Communications and Use of Technology Policy.
12.2. Implementation of Securitv Measures. Contractor shall implement and maintain appropriate
administrative, technical, and organizational security measures to safeguard against unauthorized
access to the County Network and County Data. Such measures shall be in accordance with security
industry best practice and not less stringent than the measures Contractor applies to protect its own
data of a similar kind.
12.3. Completion of Countv Securitv Questionnaire. Contractor warrants it has completed the County's
security questionnaire. Each year, prior to the anniversary date of this Contract, and upon receipt of
the County's security questionnaire, Contractor shall provide the County with the answers to the
County's security questionnaire.
§13. GENERAL TERMS AND CONDITIONS
13.1. Access to Countv Propertv or Facilities. As set forth in this Contract, Contractor has access to and the
right to use County property and facilities necessary to perform this Contract. Unless otherwise
provided in this Contract or Contractor receives prior written permission from the County's Director
responsible for the department requiring access outside of Business Days, Contractor may only access
and use County property and facilities for performance of this Contract on Business Days.
13.2. Signs on Countv Propertv or Facilities. Contractor shall not place any signs or advertisements on
County property or facilities without the prior written permission of the County's Director of Facilities
Management or successor.
13.3. Use of Countv Propertv or Facilities. While performing this Contract, Contractor shall keep County
property or facilities, and anything stored thereon in a clean, safe, and healthful condition and shall
keep the property and facilities in a manner that will not prevent or interfere with the County's
performance of its functions.
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13.4. Removal of Contractor's Personal Property. At the expiration or termination of this Contract,
Contractor shall leave County property or facilities in the same condition that Contractor found them
and clean of all rubbish. Contractor shall remove all of its personal property within thirty (30) Days of
expiration or termination of this Contract. If Contractor does not remove its personal property within
the thirty (30) Day period, then the County shall dispose of it and bill Contractor for any costs
associated with the removal and disposal.
13.5. Damage to Countv Property or Facilities. Contractor shall be responsible for any damage to any
County property or a facility that is caused by Contractor or Contractor Employees. If damage occurs,
the County shall make the necessary repairs and/or replacements or cause a third -party to make the
necessary repairs or replacements, provided, however, that Contractor shall reimburse the County for
all costs associated with repairing and/or replacing the damaged property or facilities.
13.6. Damage to Contractor's Propertv. Contractor shall be solely liable and responsible for any property loss or
damage resulting from fire, theft, or other means to Contractors personal property located, kept, or stored on
or at County property or facilities during performance of this Contract.
13.7. Countv's Right to Suspend Contract Performance. Upon written notice, the County may require
Contractor to suspend performance of this Contract if Contractor has failed to comply with federal,
state, or local laws or any requirements contained in this Contract. The right to suspend performance
of this Contract is in addition to the County's right to terminate and/or cancel this Contract. The County
shall incur no penalty, expense, or liability to Contractor if the County suspends performance of this
Contract under this Section.
13.8. Discrimination. Contractor, and its subcontractors under this Contract, shall not discriminate against
an employee or an applicant for employment in hiring, any terms and conditions of employment or
matters related to employment regardless of race, color, religion, sex, sexual orientation, gender
identity or expression, national origin, age, genetic information, height, weight, disability, veteran
status, familial status, marital status or any other reason, that is unrelated to the person's ability to
perform the duties of a particularjob or position, in accordance with applicable federal and state laws.
13.9. Conflict of Interest. Pursuant to Public Act 317 and 318 of 1968, as amended (MCL 15.301, etseq. and
MCL 15.321, etseq.), no contracts shall be entered into between the County and any County Agent. To
avoid any real or perceived conflict of interest, Contractor shall disclose to the County the identity of all
Contractor Employees and all relatives of Contractor Employees who: a) are employed by the County on
the date the Contract is executed; and b) become employed by the County during the term of the
Contract. Contractor shall also disclose to the County the identity of all County Agents and all relatives
of County Agents who: a) are employed by Contractor on the date the Contract is executed; and b)
become employed by Contractor during the term of the Contract.
13.10. Access and Records. Contractor will maintain accurate books and records in connection with performance of
this Contract for thirty-six (36) months after the end of this Contract and Contractor shall provide the County
with reasonable access to such books and records, upon request.
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13.11. Audit. The County or an independent auditor hired by the County may perform contract audits (in its
sole discretion) and shall have the authority to access all pertinent records and data and to interview
any Contractor Employee during the term of this Contract and for a period of three years after final
payment. Contractor shall explain any audit findings, questioned costs, or other Contract compliance
deficiencies to the County within thirty (30) Business Days of receiving the draft audit report.
Contractor's written response shall include all necessary documents and information that refute the
draft audit report and an action plan to resolve the audit findings. A copy of Contractor's response will
be included in the final report. Failure by Contractor to respond in writing within thirty (30) Business
Days shall be deemed acceptance of the draft audit report and will be noted in the final report.
13.12. Assignments/Delegations/Subcontracts.
Prior Written Consent Required. Except by operation of law, neither Party may assign, delegate, or
subcontract any of its duties, obligations, or rights under this Contract without the prior written consent
of the other Party; provided, however, Contractor may assign, delegate, or subcontract this Contract to
an affiliate or subsidiary as long as the affiliate or subsidiary is adequately capitalized and can provide
adequate written assurances to the County that the affiliate or subsidiary can perform this Contract.
The County may withhold consent, if the County determines that the assignment, delegation, or
subcontract would impair performance of this Contract or the County's ability to recover damages
under this Contract. Contractor shall also provide the County with adequate information to allow the
County to make a determination regarding the assignment, delegation, or subcontract.
• Flow Down Clause Required. Any assignment, delegation, or subcontract by Contractor must include a
requirement that the assignee, delegee, or subcontractor will comply with the terms and conditions of
this Contract. The assignment, delegation, or subcontract shall in no way diminish or impair
performance of any term or condition of this Contract.
• Contractor Responsibilitv for Assigns/Delegates/Subcontractors. If Contractor assigns, delegates, or
subcontracts this Contract, in whole or in part, Contractor shall remain the sole point of contact
regarding all matters under this Contract and shall remain liable for performance of this Contract.
Contractor is solely responsible for the management of assignees, delegees, and subcontractors.
• Performance Required. If an assignee, delegee, or subcontractor fails to perform as required under this
Contract, Contractor shall contract with another entity for such performance. Any additional costs
associated with securing another assignee, delegee, or subcontractor shall be the sole responsibility of
Contractor.
13.13. Non -Exclusive Contract. This Contract is a non-exclusive agreement. No provision in this Contract limits
or is intended to limit, in any way, Contractor's right to offer and provide its services to the general
public, other business entities, municipalities, or governmental agencies during or after the term of this
Contract. Similarly, the County may freely engage other persons to perform the same work that
Contractor performs. Except as provided in this Contract, this Contract shall not be construed to
guarantee Contractor or any Contractor Employee any fixed or certain number of Deliverables.
.
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13.14. No Third -Party Beneficiaries. Except as provided for the benefit of the Parties, this Contract does not
and is not intended to create any obligation, duty, promise, contractual right or benefit, right to be
indemnified, right to be subrogated to the Parties' right in this Contract, or any other right in favor of
any other person or entity.
Survival of Terms and Conditions. The following terms and conditions shall survive and continue in full
force beyond the termination or cancellation of this Contract (or any part thereof) until the terms and
conditions are fully satisfied or expire by their nature: Section 1. Contract Definitions, Section S. Scope
of Deliverables and Financial/Payment Obligations, Section 6. Contractor's Warranties and Assurances,
Section 7. Liability, Section 8. Contractor Provided Insurance, Section 9. Intellectual Property, Section
10. Confidential Information, Section 11. County Data, Section 13. General Terms and Conditions; and
if incorporated into this Contract, Exhibit II: Business Associate Agreement (Health Insurance Portability
and Accountability Act Requirements), Exhibit III: Requirements for Contractors with Access to County
PII (Personally Identifiable Information) and Exhibit IV: Requirements for Contractors with Access to CJIS
Data (Criminal Justice Information Security.
13.15. Reservation of Rights. This Contract does not, and is not intended to impair, divest, delegate, or
contravene any constitutional, statutory, or other legal right, privilege, power, obligation, duty, or
immunity of the County.
13.16. Compliance with Laws. Contractor shall comply with all federal, state, and local laws, statutes,
ordinances, regulations, insurance policy requirements, and requirements applicable to its activities
under this Contract.
13.17. Force Maieure. Notwithstanding any other term or condition of this Contract, neither Party shall be
liable for failure to perform contractual duties or obligations caused by events beyond their reasonable
control, including but not limited to: (a) acts of public enemies; (b) natural disasters; (c) terrorism; (d)
war; (e) insurrection or riot; (f) natural disasters; (g) strikes, lockouts, work stoppages, or other labor
difficulties; or (h) compliance with law. Reasonable notice shall be given to the affected Party of such
event. Contractor is expected, through insurance or alternative temporary or emergency service
arrangements, to continue its contractual duties or obligations if a reasonably anticipated, insurable
business risk, such as business interruption or any insurable casualty or loss occurs.
13.18. Notices.
Written Notice. All notices required under this Contract shall be in writing. Notices shall be effective:
(a) the next Business Day, if personally delivered; (b) the third Business Day, if sent by U.S. mail, postage
prepaid, return receipt requested; (c) the next Business Day, if sent by a nationally recognized overnight
express courier with a reliable tracking system; or (d) the next Business Day with a receipt of
confirmation, if sent by e-mail or fax.
Notice to Contractor. Unless otherwise specified, Notice to Contractor shall be addressed to the
Contract Administrator listed on the first page of this Contract.
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Notice to County. Unless otherwise specified herein, Notice to the County shall be addressed to
Purchasing, the County Project Manager (if applicable), and the County Contract Administrator(s) listed
on the first page of this Contract.
13.19. Captions. Section and subsection numbers, captions, and any index to sections or subsections
contained in this Contract are intended for the convenience of the reader and are not intended to have
any substantive meaning and shall not be interpreted to limit or modify any substantive provisions of
this Contract. In this Contract, for any noun or pronoun, use of the singular or plural form, use of the
nominative, possessive, or objective case, and any reference to gender (masculine, feminine, and
neuter) shall mean the appropriate form, case, or gender as the context requires.
13.20. Waiver. Waiver of any term or condition under this Contract must be in writing and notice given
pursuant to this Contract. No written waiver, in one or more instances, shall be deemed or construed
as a continuing waiver of any term or condition of this Contract. No waiver by either Party shall
subsequently affect its right to require strict performance of this Contract.
13.21. Cumulative Remedies. A Party's exercise of any remedy shall not preclude the exercise of any other
remedies, all of which shall be cumulative. A Party shall have the right, in its sole discretion, to
determine which remedies are to be exercised and in which order.
13.22. Severabilitv. If a court of competent jurisdiction finds a term or condition of this Contract to be illegal or
invalid, then the term or condition shall be deemed severed from this Contract. All other terms or
conditions shall remain in full force and effect. Notwithstanding the above, if Contractor's promise to
indemnify or hold the County harmless is found illegal or invalid, Contractor shall contribute the maximum
it is permitted to pay by law toward the payment and satisfaction of any Claims against the County.
13.23. Dispute Resolution. All disputes arising under or relating to the execution, interpretation, performance,
or nonperformance of this Contract involving or affecting the Parties may first be submitted to the
respective Project Manager (if applicable) and Contract Administrators for possible resolution.
13.24. Governing Laws/Consent to Jurisdiction and Venue. This Contract shall be governed, interpreted, and
enforced by the laws of the State of Michigan. Except as otherwise required by law or court rule, any
action brought to enforce, interpret, or decide any Claim arising under or related to this Contract shall
be brought in the Sixth Judicial Circuit Court of the State of Michigan, the 501h District of the State of
Michigan, or the United States District Court for the Eastern District of Michigan, Southern Division, as
dictated by the applicable jurisdiction of the court. Except as otherwise required by law or court rule,
venue is proper in the courts set forth above. The choice of forum set forth above shall not be deemed
to preclude the enforcement of any judgment obtained in such forum or taking action under this
Contract to enforce such judgment in any appropriate jurisdiction.
13.25. Entire Contract. This Contract represents the entire agreement and understanding between the
Parties. This Contract supersedes all other prior oral or written understandings, communications,
agreements, or contracts between the Parties. The language of this Contract shall be construed as a
whole according to its fair meaning and not construed strictly for or against any Party.
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EXHIBIT I
CONTRACTOR INSURANCE REQUIREMENTS
During this Contract, the Contractor shall provide and maintain, at their own expense, all insurance as set forth
and marked below, protecting the County against any Claims, as defined in this Contract. The insurance shall be
written for not less than any minimum coverage herein specified. Limits of insurance required in no way limit the
liability of the Contractor.
Primary Coveraees
Commercial General Liability Occurrence Form including: (a) Premises and Operations; (b) Products and
Completed Operations (including On and Off Premises Coverage); (c) Personal and Advertising Injury; (d) Broad
Form Property Damage; (e) Broad Form Contractual including coverage for obligations assumed in this Contract;
$1,000,000 — Each Occurrence Limit
$1,000,000 — Personal & Advertising Injury
$2,000,000— Products & Completed Operations Aggregate Limit
$2,000,000—General Aggregate Limit
$ 100,000 —Damage to Premises Rented to You (formally known as Fire Legal Liability)
Workers' Compensation Insurance with limits statutorily required by any applicable Federal or State Law and
Employers Liability insurance with limits of no less than $500,000 each accident, $500,000 disease each
employee, and $500,000 disease policy limit.
1. ® Fully Insured or State approved self -insurer.
2. ❑ Sole Proprietors must submit a signed Sole Proprietor form.
3. ❑ Exempt entities, Partnerships, LLC, etc., must submit a State of Michigan form WC-337 Certificate of
Exemption.
Commercial Automobile Liability Insurance covering bodily injury or property damage arising out of the use of
any owned, hired, or non -owned automobile with a combined single limit of $1,000,000 each accident. This
requirement is waived if there are no company owned, hired or non -owned automobiles utilized in the
performance of this Contract.
Commercial Umbrella/Excess Liability Insurance with minimum limits of $2,000,000 each occurrence. Umbrella
or Excess Liability coverage shall be no less than following form of primary coverages or broader. This
Umbrella/Excess requirement may be met by increasing the primary Commercial General Liability limits to meet
the combined limit requirement.
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CONTRACT NUMBER006554 006554
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Supplemental Coverages —As Needed
OAKLAND COUNTY EXECUTIVE DAVID COULTER
Purchasing
(248) 858-0511 ( purchasing@oakgov.com
1. N Professional Liability/Errors & Omissions Insurance (i.e., Consultants, Technology Vendors, Architects,
Engineers, Real Estate Agents, Insurance Agents, Attorneys, etc.) with minimum limits of $1,000,000 per
claim and $1,000,000 aggregate shall be required when the Contractor provides professional services that the
County relies upon.
2. N Cyber Liability Insurance with minimum limits of $1,000,000 per claim and $1,000,000 aggregate shall be required
when the Contractor has access to County IT systems and/or stores County data electronically.
3. ❑ Commercial Property Insurance. The Contractor shall be responsible for obtaining and maintaining
insurance covering their equipment and personal property against all physical damage.
4. ❑ Liquor Legal Liability Insurance with a limit of $1,000,000 each occurrence shall be required when liquor is
served and/or provided by Contractor.
5. ❑ Pollution Liability Insurance with minimum limits of $1,000,000 per claim and $1,000,000 aggregate shall
be required when storage, transportation and/or cleanup & debris removal of pollutants are part of the
services utilized.
6. ❑ Medical Malpractice Insurance with minimum limits of $1,000,000 per claim and $1,000,000 aggregate
shall be required when medically related services are provided.
7. ❑ Garage Keepers Liability Insurance with minimum limits of $1,000,000 per claim and $1,000,000
aggregate shall be required when County owned vehicles and/or equipment are stored and/or serviced at the
Contractors facilities.
8. ❑ Other Insurance Coverages as may be dictated by the provided product/service and deemed appropriate
by the County Risk Management Department.
General Insurance Conditions
The aforementioned insurance shall be endorsed, as applicable, and shall contain the following terms, conditions,
and/or endorsements. All certificates of insurance shall provide evidence of compliance with all required terms,
conditions and/or endorsements.
1. All policies of insurance shall be on a primary, non-contributory basis with any other insurance or self-
insurance carried by the County;
2. The insurance company(s) issuing the policy(s) shall have no recourse against the County for subrogation
(policy endorsed written waiver), premiums, deductibles, or assessments under any form. All policies shall be
endorsed to provide a written waiver of subrogation in favor of the County;
3. Any and all deductibles or self -insured retentions shall be assumed by and beat the sole risk of the Contractor;
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COUNTY M I C H I G AN W OAKLAND COUNTY EXECUTIVE DAVID COULTER
PURCHASING Purchasing
(248) 858-0511 ( purchasing@oakgov.com
4. Contractors shall be responsible for their own property insurance for all equipment and personal property
used and/or stored on County property;
5. The Commercial General Liability and Commercial Automobile Liability policies along with any required
supplemental coverages shall be endorsed to name the County of Oakland and it officers, directors,
employees, appointees and commissioners as additional insured where permitted by law and policy form;
6. If the Contractor's insurance policies have higher limits than the minimum coverage requirements stated in
this document the higher limits shall apply and in no way shall limit the overall liability assumed by the
Contractor under contract.
7. The Contractor shall require its contractors or sub -contractors, not protected under the Contractor's
insurance policies, to procure and maintain insurance with coverages, limits, provisions, and/or clauses equal
to those required in this Contract;
8. Certificates of insurance must be provided no less than ten (10) Business Days prior to the County's execution
of the Contract and must bear evidence of all required terms, conditions and endorsements; and provide 30
days' notice of cancellation/material change endorsement.
9. All insurance carriers must be licensed and approved to do business in the State of Michigan along with the
Contractor's state of domicile and shall have and maintain a minimum A.M. Best's rating of A- unless
otherwise approved by the County Risk Management Department.
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MOAKLANDIN�
CC) U N T Y M I C H I G AN
111fi.Y MIUMIM0
OAKLAND COUNTY EXECUTIVE DAVID COULTER
Purchasing
(248) 858-0511 ( purchasing@oakgov.com
EXHIBIT II
BUSINESS ASSOCIATE AGREEMENT
(Health Insurance Portability and Accountability Act Requirements)
Exhibit II is a Business Associate Agreement between Contractor ("Business Associate') and the County ("Covered
Entity'). This Exhibit is incorporated into the Contract and shall be hereinafter referred to as "Agreement." The
purpose of this Agreement is to facilitate compliance with the Privacy and Security Rules and to facilitate
compliance with HIPAA and the HITECH Amendment to HIPAA.
§1. DEFINITIONS. The following terms have the meanings set forth below for purposes of the Agreement,
unless the context clearly indicates another meaning. Terms used but not otherwise defined in this
Agreement have the same meaning as those terms in the Privacy Rule.
1.1 Business Associate. "Business Associate" means the Contractor.
1.2 CFR. "CFR" means the Code of Federal Regulations.
1.3 Contract. "Contract" means the document with the Purchasing Contract Number.
1.4 Contractor. "Contractor" means the entity or individual defined in the Contract and listed on the first
page of this Contract.
1.5 Covered Entity. "Covered Entity" means the County of Oakland as defined in the Contract.
1.6 Designated Record Set. "Designated Record Set" is defined in 45 CFR 164.501.
1.7 Electronic Health Record. "Electronic Health Record" means an electronic record of health -related
information on an individual that is created, gathered, managed, and consulted by authorized health care
clinicians and staff.
1.8 HIPAA. "HIPAA" means the Health Insurance Portability and Accountability Act of 1996.
1.9 HITECH Amendment. "HITECH Amendment" means the changes to HIPAA made by the Health
Information Technology for Economic and Clinical Health Act.
1.10 Individual. "Individual" is defined in 45 CFR 160.103 and includes a person who qualifies as a personal
representative in 45 CFR 164.502(g).
1.11 Privacv Rule. "Privacy Rule" means the privacy rule of HIPAA as set forth in the Standards for Privacy of
Individually Identifiable Health Information at 45 CFR part 160 and part 164, subparts A and E.
1.12 Protected Health Information. "Protected Health Information" or "PHI" is defined in 45 CFR 160.103,
limited to the information created or received by Business Associate from or on behalf of Covered Entity.
1.13 Required By Law. "Required By Law" is defined in 45 CFR 164.103.
1.14 Secretary. "Secretary" means the Secretary of the Department of Health and Human Services or his or
her designee.
3 1 Security Incident. "Security Incident" is defined in 45 CFR 164.304.
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C O U N T Y M I C H I G AN
PURCHASING
OAKLAND COUNTY EXECUTIVE DAVID COULTER
Purchasing
(248) 858-0511 ( purchasing@oakgov.com
1.16 Securitv Rule. "Security Rule' means the security standards and implementation specifications at 45 CFR
part 160 and part 164, subpart C.
§2. OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE. Business Associate agrees to perform the
obligations and activities described in this Section.
2.1 Business Associate understands that pursuant to the HITECH Amendment, it is subject to the HIPAA Privacy
and Security Rules in a similar manner as the rules apply to Covered Entity. As a result, Business Associate
shall take all actions necessary to comply with the HIPAA Privacy and Security Rules for business associates
as revised by the HITECH Amendment, including, but not limited to, the following: (a) Business Associate
shall appoint a HIPAA privacy officer and a HIPAA security officer; (b) Business Associate shall establish
policies and procedures to ensure compliance with the Privacy and Security Rules; (c) Business Associate
shall train its workforce regarding the Privacy and Security Rules; (d) Business Associate shall enter into a
privacy/security agreement with Covered Entity; (e) Business Associate shall enter into privacy/security
agreements with its subcontractors that perform functions relating to Covered Entity involving PHI; (f)
Business Associate shall conduct a security risk analysis; and (g) Business Associate shall provide
documentation upon request in relation to performance under this section.
2.2 Business Associate shall not use or disclose PHI other than as permitted or required by this Agreement or
as required by law.
2.3 Business Associate shall use appropriate safeguards to prevent use or disclosure of the PHI. Business
Associate shall implement administrative, physical, and technical safeguards (including written policies
and procedures) that reasonably and appropriately protect the confidentiality, integrity, and availability
of PHI that it creates, receives, maintains, or transmits on behalf of Covered Entity as required by the
Security Rule.
2.4 Business Associate shall mitigate, to the extent practicable, any harmful effect that is known to Business Associate
of a use or disclosure of PHI by Business Associate in violation of law or this Agreement.
2.5 Business Associate shall report to Covered Entity any known Security Incident or any known use or
disclosure of PHI not permitted by this Agreement.
2.6 Effective September 23, 2009 orthe date this Agreement is signed, if later, Business Associate shall do the
following in connection with the breach notification requirements of the HITECH Amendment:
2.6.1 If Business Associate discovers a breach of unsecured PHI, as those terms are defined by 45 CFR 164.402,
Business Associate shall notify Covered Entity without unreasonable delay but no later than ten (10)
calendar days after discovery. For this purpose, "discovery" means the first day on which the breach is
known to Business Associate or should have been known by exercising reasonable diligence. Business
Associate shall be deemed to have knowledge of a breach if the breach is known or should have been
known by exercising reasonable diligence, to any person, other than the person committing the breach,
who is an employee, officer, subcontractor, or other agent of Business Associate. The notification to
Covered Entity shall include the following: (a) identification of each individual whose unsecured PHI has
been breached or has reasonably believed to have been breached, and (b) any other available information
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C O U N T Y M I C H I G AN
PURCHASING
OAKLAND COUNTY EXECUTIVE DAVID COULTER
Purchasing
(248) 858-0511 ( purchasing@oakgov.com
in Business Associate's possession that the Covered Entity is required to include in the individual notice
contemplated by 45 CFR 164.404.
2.6.2 Notwithstanding the immediate preceding subsection, Business Associate shall assume the individual
notice obligation specified in 45 CFR 164.404 on behalf of Covered Entity where a breach of unsecured
PHI was committed by Business Associate or its employee, officer, subcontractor, or other agent of
Business Associate or is within the unique knowledge of Business Associate as opposed to Covered Entity.
In such case, Business Associate shall prepare the notice and shall provide it to Covered Entity for review
and approval at least five (5) calendar days before it is required to be sent to the affected individual(s).
Covered Entity shall promptly review the notice and shall not unreasonably withhold its approval.
2.6.3 Where a breach of unsecured PHI involves more than five hundred (500) individuals and was committed by
the Business Associate or its employee, officer, subcontractor, or other agent or is within the unique
knowledge of Business Associate as opposed to Covered Entity, Business Associate shall provide notice to
the media pursuant to 45 CFR 164.406. Business Associate shall prepare the notice and shall provide it to
Covered Entity for review and approval at least five (5) calendar days before it is required to be sent to the
media. Covered Entity shall promptly review the notice and shall not unreasonably withhold its approval.
2.6.4 Business Associate shall maintain a log of breaches of unsecured PHI with respect to Covered Entity and
shall submit the log to Covered Entity within thirty (30) calendar days following the end of each calendar
year, so that the Covered Entity may report breaches to the Secretary in accordance with 45 CFR 164.408.
This requirement shall take effect with respect to breaches occurring on or after September 23, 2009.
2.7 Business Associate shall ensure that any agent or subcontractor to whom it provides PHI, received from
Covered Entity or created or received by Business Associate on behalf of Covered Entity, agrees in writing to
the same restrictions and conditions that apply to Business Associate with respect to such information.
Business Associate shall ensure that any such agent or subcontractor implements reasonable and appropriate
safeguards to protect Covered Entity's PHI.
2.8 Business Associate shall provide reasonable access, at the written request of Covered Entity, to PHI in a
Designated Record Set to Covered Entity or, as directed in writing by Covered Entity, to an Individual in
order to meet the requirements under 45 CFR 164.524.
2.9 Business Associate shall make any amendment(s) to PHI in a Designated Record Set that the Covered
Entity directs in writing or agrees to pursuant to 45 CFR 164.526.
2.10 Following receipt of a written request by Covered Entity, Business Associate shall make internal practices,
books, and records reasonably available to the Secretary in order to determine Covered Entity's
compliance with the Privacy Rule. The afore mentioned materials include policies and procedures and
PHI relating to the use and disclosure of PHI received from Covered Entity or created or received by
Business Associate on behalf of Covered Entity.
2.11 Business Associate shall document disclosures of PHI and information related to such disclosures, to
permit Covered Entity to respond to a request by an Individual for: (a) an accounting of disclosures of
PHI in accordance with 45 CFR 164.528 or (b) effective January 1, 2011 or such later effective date
OAKLAND COUNTY PURCHASING
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Rev 09/1612020
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OAKLANIOT
C O U NTY M I C H I GAN
PURCHASING
OAKLAND COUNTY EXECUTIVE DAVID COULTER
Purchasing
(248) 858-0511 ( purchasing@oakgov.com
prescribed by regulations issued by the U.S. Department of Health and Human Services, an accounting of
disclosures PHI from an Electronic Health Record in accordance with the HITECH Amendment.
2.12 Following receipt of a written request by Covered Entity, Business Associate shall provide to Covered
Entity or an Individual information collected in accordance with Section 2 to permit Covered Entity to
respond to a request by an Individual for: (a) an accounting of disclosures of PHI in accordance with 45
CFR 164.528 or (b) effective as of January 1, 2011 or such later effective date prescribed by regulations
issued by the U.S. Department of Health and Human Services, an accounting of disclosures of Protected
Health Information from an Electronic Health Record in accordance with the HITECH Amendment.
§3. PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE. Business Associate may use and disclose
PHI as set forth in this Section.
3.1 Except as otherwise limited in this Agreement, Business Associate may use or disclose PHI to perform
functions, activities, or services for or on behalf of Covered Entity as specified in the underlying service
agreement between Covered Entity and Business Associate, provided that such use or disclosure shall
not violate the Privacy Rule if done by Covered Entity or the minimum necessary policies and procedures
of the Covered Entity. If no underlying service agreement exists between Covered Entity and Business
Associate, Business Associate may use or disclose PHI to perform functions, activities, or services for or
on behalf of Covered Entity for the purposes of payment, treatment, or health care operations as those
terms are defined in the Privacy Rule, provided that such use or disclosure shall not violate the Privacy
Rule if done by Covered Entity or the minimum necessary policies and procedures of the Covered Entity.
3.2 Except as otherwise limited in this Agreement, Business Associate may use PHI for the proper
management and administration of the Business Associate or to carry out the legal responsibilities of the
Business Associate.
3.3 Except as otherwise limited in this Agreement, Business Associate may disclose PHI for the proper
management and administration of the Business Associate or to carry out the legal responsibilities of the
Business Associate, provided that disclosures are Required by Law or Business Associate obtains
reasonable assurances in writing from the person to whom the information is disclosed that: (a) the
disclosed PHI will remain confidential and will be used or further disclosed only as Required by Law or for
the purpose for which it was disclosed to the person and (b) the person notifies the Business Associate of
any known instances in which the confidentiality of the information has been breached.
3.4 Except as otherwise limited in this Agreement, Business Associate may use PHI to provide data
aggregation services to Covered Entity as permitted by 45 CFR 164.504(e)(2)(i)(B).
3.5 Business Associate may use PHI to report violations of law to appropriate federal and state authorities,
consistent with 45 CFR 164.502(j)(1).
§4. OBLIGATIONS OF COVERED ENTITY.
4.1 Covered Entity shall notify Business Associate of any limitation(s) of Covered Entity in its notice of privacy
practices in accordance with 45 CFR 164.520, to the extent that such limitation may affect Business
Associate's use or disclosure of PHI.
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MOAKLAND&FNO
C O U N T Y M I C H I G A N
PURCHASING
OAKLAND COUNTY EXECUTIVE DAVID COULTER
Purchasing
(248) 858-0511 1 purchasing@oakgov.com
4.2 Covered Entity shall notify Business Associate of any changes in or revocation of permission by an
Individual to use or disclose PHI, to the extent that such changes may affect Business Associate's use or
disclosure of PHI.
4.3 Covered Entity shall use appropriate safeguards to maintain and ensure the confidentiality, privacy and
security of PHI transmitted to Business Associate pursuant to this Agreement, the Contract, and the
Privacy Rule, until such PHI is received by Business Associate, pursuant to any specifications set forth in
any attachment to the Contract.
4.4 Covered Entity shall manage all users of the services including its qualified access, password restrictions,
inactivity timeouts, downloads, and its ability to download and otherwise process PHI.
4.5 The Parties acknowledge that Covered Entity owns and controls its data.
4.6 Covered Entity shall provide Business Associate with a copy of its notice of privacy practices produced in
accordance with 45 CFR Section 164.520, as well as any subsequent changes or limitation(s) to such notice,
to the extent such changes or limitations may affect Business Associate's use or disclosure of PHI. Covered
Entity shall provide Business Associate with any changes in or revocation of permission to use or disclose
PHI, to the extent the changes or revocation may affect Business Associate's permitted or required uses or
disclosures. To the extent that the changes or revocations may affect Business Associate's permitted use or
disclosure of PHI, Covered Entity shall notify Business Associate of any restriction on the use or disclosure of
PHI that Covered Entity has agreed to in accordance with 45 CFR Section 164.522. Covered Entity may
effectuate any and all such notices of non -private information via posting on Covered Entity's web site.
§5. EFFECT OF TERMINATION.
5.1 Except as provided in Section 5, upon termination of this Agreement or the Contract, for any reason,
Business Associate shall return or destroy (at Covered Entity's request) all PHI received from Covered
Entity or created or received by Business Associate on behalf of Covered Entity. This provision shall apply
to PHI that is in the possession of subcontractors or agents of Business Associate. Business Associate
shall retain no copies of PHI.
5.2 If Business Associate determines that returning or destroying the PHI is infeasible, Business Associate
shall provide to Covered Entity written notification of the conditions that make return or destruction
infeasible. Upon receipt of written notification that return, or destruction of PHI is infeasible, Business
Associate shall extend the protections of this Agreement to such PHI and shall limit further uses and
disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as
Business Associate maintains such PHI, which shall be for a period of at least six (6) years.
§6 MISCELLANEOUS.
6.1 This Agreement is effective when the Contract is executed or when Business Associate becomes a Business
Associate of Covered Entity and both Parties sign this Agreement, if later. However, certain provisions
have special effective dates, as set forth herein or as set forth in HIPAA or the HITECH Amendment.
6.2 Reeulatory References. A reference in this Agreement to a section in the Privacy Rule or Security Rule
means the section as in effect or as amended.
91 r,,Sr,,,,,
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MOAKLANI %
COUNTY MICH ICAN OAKLAND COUNTY EXECUTIVE DAVID COULTER
PURCHASING Purchasing
(248) 858-0511 f purchasing@oakgov.com
6.3 Amendment. The Parties agree to take action to amend this Agreement as necessary for Covered Entity
to comply with the Privacy and Security requirements of HIPAA. If the Business Associate refuses to sign
such an amendment, this Agreement shall automatically terminate.
6.4 Survival. The respective rights and obligations of Business Associate and Covered Entity under this
Agreement shall survive the termination of this Agreement and/or the Contract.
,.,,, -5 7
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COAKLANM
COUNTY M I C H I G A N
PUP.CHASING
EXHIBIT III
OAKLAND COUNTY EXECUTIVE DAVID COULTER
Purchasing
(248) 858-0511 1 purchasing@oakgov.com
REQUIREMENTS FOR CONTRACTORS WITH ACCESS TO COUNTY PH
(Personally Identifiable Information)
Exhibit III governs the requirements for Contractors with Access to Personally Identifiable Information (PII).
1. DEFINITIONS
1.1 Security Breach means the unauthorized access, acquisition, theft, or disclosure of PII.
1.2 PII (Personally Identifiable Information) means a name, number, or other information that is used for the
purpose of identifying a specific person or providing access to a person's financial accounts, including, but
not limited to, a person's name, address, telephone number, driver's license or state personal identification
card number, social security number, place of employment, employee identification number, employer or
taxpayer identification number, government passport number, health insurance identification number,
mother's maiden name, demand deposit account number, savings account number, financial transaction
device account number or the person's account password, any other account password in combination with
sufficient information to identify and access the account, automated or electronic signature, biometrics,
stock or other security certificate or account number, credit card number, vital record, or medical records
or information as well as the first name or first initial and last name linked to a social security number,
driver's license or state personal identification card or financial account number in combination with a code
or password that would permit access to a person's financial account(s) and as otherwise may be defined
by state or federal laws governing the unauthorized access to personal information.
2. OBLIGATIONS
2.1 Contractor shall not use or disclose PII other than as permitted or required by this Contract or as required
by law.
2.2 Contractor shall implement administrative, physical, and technical safeguards (including written policies and
procedures) that reasonably and appropriately protect the confidentiality, integrity, and availability of PII
that it creates, receives, maintains or transmits on behalf of the County.
2.3 Contractor shall mitigate, to the extent practicable, any harmful effect known to Contractor of the use or
disclosure of PII in violation of law or this Contract.
2.4 If Contractor or Contractor Employees discover a Security Breach, Contractor shall notify the County
without unreasonable delay, but no later than within ten (10) business days of discovery. For this
purpose, "discovery' means the first day on which the Security Breach is known to Contractor or
Contractor Employee or should have been known by exercising reasonable diligence. Contractor shall be
deemed to have knowledge of a Security Breach if the Security Breach is known or should have been
known by exercising reasonable diligence by any person, other than the person committing the Security
Breach. The notification to the County shall include the following: (a) describe the Security Breach in
general terms; (b) describe the type of personal information that is the subject of the Security Breach; (c)
identify each individual whose PII has been breached or has reasonably believed to have been breached;
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COUNTY MICHIGAN
PURCHASING
OAKLAND COUNTY EXECUTIVE DAVID COULTER
Purchasing
(248) 858-0511 1 purchasing@oakgov.com
(d) describe in general terms, what Contractor has done to prevent additional Security Breaches; and (e)
provide any other available information in Contractor or subcontractor's possession that may be
necessary to comply with Security Breach notification laws.
2.5 If the County determines it will provide the notice of the Security Breach to the affected individuals and/or
to governmental authorities, Contractor shall reimburse the County for: (a) its costs in notifying the affected
individuals; (b) the cost of third -party credit and identify monitoring services to each of the affected
individuals with compromised PII for no less than twenty-four (24) months following the date of notification
to each individual; and (c) costs associated with the Security Breach, including but not limited to any costs
incurred by the County in investigating and resolving the Security Breach, including reasonable fees
associated with such investigation and resolution. Without limiting Contractor's obligations of
indemnification as described in the Contract, Contractor shall indemnify, defend, and hold harmless the
County for any and all claims, including reasonable attorneys' fees, costs, and incidental expenses, which
may be suffered by, accrued against, charged to, or recoverable from the County in connection with the
Security Breach. Contractor shall reimburse County for the applicable costs described above within thirty
(30) days of receipt of an itemization of costs incurred by the County because of the Security Breach.
2.6 Within twenty (20) calendar days of its discovery of the Security Breach, Contractor shall provide the
County with a detailed plan describing the measures Contractor will undertake to prevent a future
Security Breach. The County shall have the right to audit, inspect and test Contractor's new safeguards
put in place because of the Security Breach. Contractor shall be responsible for recreating lost County
Data in the manner and on the schedule set by the County without charge to the County.
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40AKLANDF-�
COUNTY MICHIGAN m OAKLAND COUNTY EXECUTIVE DAVID COULTER
,
PURCHASING Purchasing
(248) 858-0511 1 purchasing@oakgov.eom
EXHIBIT IV
REQUIREMENTS FOR CONTRACTORS WITH ACCESS TO CAS DATA
(Criminal Justice Information Security)
Exhibit IV governs the requirements for Contractors with Access to Criminal Justice Information governed by the
CJI Security Policy of the FBI.
1. Definitions
1.1 Criminal Justice Information (CJI) means data or information governed by the CAS Security Policy.
1.2 Criminal Justice Information Services (CJIS) means the Criminal Justice Information Services, a division in
the Federal Bureau of Investigation (FBI) that sets a minimum standard of security requirements to
protect and safeguard CJI.
1.3 CAS Security Policy means the Policy that governs the security of CJI. The CAS Security Policy provides
guidance for the creation, viewing, modification, transmission, dissemination, storage, and destruction of
CJI. This Policy applies to every individual —contractor, private entity, noncriminal justice agency
representative, or member of a criminal justice entity —with access to, or who operate in support of,
criminal justice services and information.
2. Obligations
Contractor shall comply with the current version of the CAS Security Policy, which may be amended from
time to time by the CJIS Advisory Policy Board of the FBI. A link to the current FBI standards is available:
htti)s: //www.fb i.gov/services/ci is/ci is -security -Do I icv-resource-cente r
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COUNTY MICHIGAN
PURCHASING
F01a1.W111L
OAKLAND COUNTY EXECUTIVE DAVID COULTER
Purchasing
(248) 858-0511 ( purchasing@oakgov.com
FEDERALLY FUNDED CONTRACT REQUIREMENTS
Exhibit V sets forth additional provisions for all federally funded contracts. To the extent that this Contract is
funded, in whole or in part, by any federal award, the following provisions apply:
1. Termination. In addition to the termination rights set forth in Section 4 of this Contract, the County may
terminate this Contract, in whole or in part, for cause upon notice to Contractor if Contractor breaches any
duty or obligation in the Contract and fails to cure the breach, to the County's satisfaction, if applicable.
1.1 Right to Cure. If the Contractor breaches this Contract, and the County, in its sole discretion, determines
that the breach is curable, then the County must provide the Contractor with written notice of the breach
and a time period (not less than thirty (30) Days) to cure the breach. The notice of breach and
opportunity to cure do not apply in the following circumstances: (1) for successive or repeated breaches;
(2) if the County determines in its sole discretion that the breach poses a serious and imminent threat to
the health or safety of any person or the imminent loss, damage, or destruction of any real or tangible
personal property; or (3) if the County terminates the Contract under this Section or Section A above. The
effective date for termination or cancellation shall be clearly stated in the written notice.
1.2 Termination Deemed for Convenience. If the County terminates the Contract for cause and it is determined,
for any reason, that Contractor was not in breach of Contract, then the termination for cause shall be
deemed a termination for convenience, effective as of the same date specified in the notice of breach.
2. Contractor's Obligations Upon Termination for Cause. If the Contract is terminated for cause, the County
may require Contractor to pay all costs incurred by the County in terminating the Contract, including but not
limited to, administrative costs, reasonable attorneys' fees, court costs, and any reasonable additional costs
the County may incur to procure the Deliverables required by the Contract from other sources. Re -
procurement costs are not consequential, indirect or incidental damages and cannot be excluded by any other
terms included in this Contract; however, such costs shall not exceed 50% of the County's financial obligation
under this Contract.
3. Compliance with Laws. Contractor shall comply with the following, if applicable:
3.1 The Davis -Bacon Act (40 U.S.C. 3141-3148) as supplemented by Department of Labor regulations (29 CFR
Part 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted
Construction");
3.2 The Copeland "Anti -Kickback" Act (40 U.S.C. 3145 etseq.), as supplemented by Department of Labor
regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in
Whole or in Part by Loans or Grants from the United States");
3.3 The Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708) as supplemented by
Department of Labor regulations (29 CFR Part 5);
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OAKLAND COUNTY EXECUTIVE DAVID COULTER
Purchasing
(248) 858-0511 1 purchasing@oakgov.com
3.4 The requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small
Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any
implementing regulations issued by the awarding agency;
3.5 All applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-
7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387);
3.6 All mandatory standards and policies relating to energy efficiency which are contained in the state energy
conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. 6201 etseq.); and
3.7 The Byrd Anti -Lobbying Amendment (31 U.S.C. 1352 et seq.)
4. Debarment and Suspension. Contractor certifies that it is not listed on the government -wide Excluded
Parties List System in the System for Award Management (SAM). Contractor must promptly notify the
County, if Contractor is listed in SAM at any time during the term, renewal, or extension of this Contract.
If Contractor is listed in SAM, the County may terminate or cancel this Contract, in whole or in part,
immediately, upon notice to Contractor.
5. Eoual Emplovment Opportunity. If this Contract meets the definition of "Federally Assisted Construction
Contract" under 41 CFR Part 60-1.3, then during the performance of this Contract, Contractor agrees as
follows:
5.1 The Contractor will not discriminate against any employee or applicant for employment because of race,
color, religion, sex, or national origin. The Contractor will take affirmative action to ensure that applicants
are employed, and that employees are treated during employment without regard to their race, color,
religion, sex, or national origin. Such action shall include, but not be limited to the following: Employment,
upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of
pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor
agrees to post in conspicuous places, available to employees and applicants for employment, notices to be
provided setting forth the provisions of this nondiscrimination clause.
5.2 The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the
Contractor, state that all qualified applicants will receive considerations for employment without regard
to race, color, religion, sex, or national origin.
5.3 The Contractor will send to each labor union or representative of workers with which he has a collective
bargaining agreement or other contract or understanding, a notice to be provided advising the said labor
union or workers' representatives of the Contractor's commitments under this Section and shall post
copies of the notice in conspicuous places available to employees and applicants for employment.
5.4 The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of
the rules, regulations, and relevant orders of the Secretary of Labor.
5.5 The Contractor will furnish all information and reports required by Executive Order 11246 of September
24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will
permit access to his books, records, and accounts by the administering agency and the Secretary of Labor
for purposes of investigation to ascertain compliance with such rules, regulations, and orders.
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(248) 858-0511 ( purchasing@oakgov.com
5.6 In the event of the Contractor's noncompliance with the nondiscrimination clauses of this Contract or
with any of the said rules, regulations, or orders, this Contract may be cancelled, terminated, or
suspended in whole or in part and the Contractor may be declared ineligible for further Government
contracts or federally assisted construction contracts in accordance with procedures authorized in
Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies
invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of
the Secretary of Labor, or as otherwise provided by law.
5.7 The Contractor will include the portion of the sentence immediately preceding paragraph E (1) and the
provisions of paragraphs E (1) through E (7) in every subcontract or purchase order unless exempted by
rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order
11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor.
The Contractor will take such action with respect to any subcontract or purchase order as the administering
agency may direct as a means of enforcing such provisions, including sanctions for noncompliance:
Provided, however, that in the event a Contractor becomes involved in, or is threatened with, litigation with
a subcontractor or vendor as a result of such direction by the administering agency the Contractor may
request the United States to enter into such litigation to protect the interests of the United States.
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C O U N T Y M I C H I G AN
PURCHASING
OAKLAND COUNTY EXECUTIVE DAVID COULTER
Purchasing
(248) 858-0511 1 purchasing@oakgov.com
EXHIBIT VII
LICENSE FOR USE OF COUNTY SERVICEMARK
County grants to Contractor the non-exclusive right to use its Servicemark (hereinafter "Mark"), described and listed in
the Servicemark Guidelines (below), for programs and activities that are related to the governmental services provided
by Oakland County, specifically:
The Mark may be used on: (Applicable if Checked):
❑ Printed materials
❑ Electronic materials
❑ Contractor's website: [insert website address].
Contractor shall not use the Mark for any other purpose.
The Mark must be used by Contractor as shown in the Servicemark Guidelines, with no variations of color, font or
proportion. Contractor acknowledges that the County has intellectual property rights in the Mark. Nothing in this
Contract gives Contractor any right, title, or interest in the Mark. Contractor may not take any action that will interfere
with County's rights in the Mark.
The County may terminate Contractor's rights under this Exhibit, if County notifies Contractor it has breached the terms
of this Exhibit and Contractor fails to cure the breach within ten (10) business days of notice of breach. Following
termination of this Exhibit, Contractor shall have ten (10) business days to remove the Mark from the materials and/or
website authorized for use above. Contractor shall provide County with written confirmation that such actions have
been taken. Upon termination of the Contract, Contractor shall cease all use of the Mark.
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COAKLANDF�
COUNTY MICH ICAN
OAKLAND COUNTY EXECUTIVE DAVID COULTER
PURCHASING Purchasing
(248) 858-0511 ( purchasing@oakgov.com
Servicemark Guidelines
The Guidelines for proper use of the Mark provided to the Contractor are as follows:
OAKLAND 1C1 A N
LOGO BRAND STANDARDS
Oakland County has two Opus that Can be read The primary Oeklend County logos use the following
intorchargnebly. Use the HWfzon al Two Treas Ingo brand colors.
as your default choice. Ihls 15 our primary logo. the
Stacked Logo Can he used CtlledePer space or Sse
Is a constderaton in your publication. Lither logo is e3�'
acceptable for all Oakland County publications.
HoCvtwa. only Hire style of logo maybe used per ' ^'
publication. For Instance, a you halo the hoozontal `.,t:
logo On the front of a pnblirin ^an, you can't urn the
ranked logo elilwlaoem had document. r"t "
Pink one logo style for path t;ubl cation and use it it
ihrarohout, do not coned stylas. Accent con, for the brand ate pulled from two other
HORIZONTAL "TWO TREES" LOGO
lam` 1X
COUNTY MICHIGAN
s TAcl(EO Loon
p�
��
OAKLAND
COUNTY
MICHIGAN
Logos should appear m lull color when used IIn a
kilt color design, e:henevet posetble. Howeven if the
publ cation requires a single color verswn of the logo.
chooso O;Rcs dLblaok inall-whlto. No utber colic is
acceptable
0AKLAN&P
COCITY MIFHIGaN
(�y!y`-prtvu
C^cS�G-.
iuSl,BaL'Yl, „
major alnor"morks for Oakland County, I here cc'o,s
may be used as 526oedare odors In publications.
A prescribed amount of Space or and the loon must
be okildomed at all toms.
it
cc NTY MICHIGAN
For questions or cianfiGSHOn on these brand sl andaids
ple35e contact:
Pam Tremble
Craphe Designer
County Fxecutive Administration
(248)658-30641 rrecalskm Aoakgovcom
Adobe Swatch Ecchenge
Do not provide copies to a third -party of any artwork provided to you by County and referenced in this Exhibit without
the express consent of County.
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COAKLANUVF�-
COUNTY MICHIGAN OAKLAND COUNTY EXECUTIVE DAVID COULTER
PURCHASING Purchasing
(248) 858-0511 j purchasing@oakgov.com
EXHIBIT VIII
ACKNOWLEDGEMENT OF INDEPENDENT EMPLOYMENT STATUS
I. , acknowledge that I am an employee or subcontractor of
(Name of Contractor's Company):
(hereinafter "Comoanv") under Contract#: and
• At all times during my assignment at Oakland County, I will remain an employee or subcontractor of
the Company
• 1 am not an employee of Oakland County; and,
• 1 may not represent myself as an employee of Oakland County.
I understand that:
• Company is responsible for establishing the conditions of my assignment to Oakland County; and
• Company is solely responsible for compensating me for my services; and
• 1 understand and agree that as an employee or subcontractorof Company, I am not eligible to participate in or
accrue any benefits under any of Oakland County's employee benefits or benefit plans, including retirement,
deferred compensation, insurance (including without limitation: health, disability dental and life insurance),
vacation pay, and any other similar plans and programs. However, if I am a retired County employee, I may
receive vested post -employment benefits such as retiree healthcare and pension benefits from Oakland County.
I understand that the post -retirement benefits I receive from the County cannot be enhanced by my work for
the above Contractor.
I acknowledge that:
• 1 have no copyright, patent, trademark or trade secret rights to any Oakland County Intellectual
Property or any work developed by me while providing services to Oakland County; and,
• If I will be given access to the County Network, I will comply with the Oakland County Electronic
Communications and Use of Technology Policy.
• 1 will comply with and sign the FBI Criminal Justice Information Services Security Addendum if I will
have access to CJIS Data.
Signed: Date:
Print Name:
Witness: Date:
Print Name:
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COUNTY MICHIGAN
PURCHASING
OAKLAND COUNTY EXECUTIVE DAVID COULTER
Purchasing
(248) 858-0511 ( purchasing@oakgov.com
*Contractor or Contractor Employee must provide a copy of completed form to the Compliance Office -Purchasing
Unit at PurchasinaPookaov.com to receive a County Identification badge.
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AKLAND"to, __ 0
COUNTY M I CHI G AN OAKLAND COUNTY EXECUTIVE DAVID COULTER
PURCHASING Purchasing
(248) 858-0511 ( purchasing@oakgov.com
Exhibit VII
SCOPE OF CONTRACTOR DELIVERABLES/FINANCIAL OBLIGATIONS
Wellpath shall provide a comprehensive turnkey inmate health program at the Oakland County Jail Facilities,
locations include the Main Jail Correctional facility (1201 N. Telegraph Rd., Building 10E, Pontiac, MI 48341)
and the East Annex Correctional facility (1195 N. Telegraph Rd., Building BE, Pontiac, MI 48341), to include
medical, dental, and pharmacy services in accordance with applicable Occupational Safety and Health
Administration (OSHA), American Medical Association (AMA), State of Michigan Department of Corrections
(MDOC), and the National Commission on Correctional Health Care (NCCHC) standards.
On -site services provided will include:
Intake Screening: Wellpath shall provide 24-hour intake screening to identify current illnesses, health
problems, chronic conditions, and current medications; for inmates exhibiting symptoms of pulmonary
tuberculosis, Contractor shall plant a Purified Protein Derivative (PPD). Work in conjunction with the
Booking and Classification staff to be available to respond for urgent intake medical concerns and
provide the following: placement in the general inmate population, placement in the general inmate
population and referral to the appropriate health care services at the jail, immediate referral to a
physician or physician's assistant when indicated, referral to an appropriate off -site preferred
provider/facility for emergency treatment.
- Health Appraisal: Wellpath shall provide a complete health appraisal within fourteen (14) calendar
days of the inmate's admission to the Oakland County Jail and include but not be limited to planting a
PPD in all inmates who did not receive one during intake screening. A licensed physician, mid -level
provider, or an appropriately trained registered nurse will complete health assessments within
fourteen (14) days of the inmate's admission to the Oakland County Jail. The health appraisal must be
completed in compliance with MDOC and NCCHC standards and requirements. The health appraisal
process must include a tuberculin PPD skin test or chest x-ray as clinically indicated.
Sick Call Triage: Sick call triage will be provided by a nurse within 24 hours of request. All inmate health
service requests will be through an electronic system that notifies Wellpath staff of the request and
must be answered based on NCCHC requirements and OCSO department policy. If the electronic
system is down, Wellpath will respond to the inmate health service requests through an alternate
process determined by the jail. Sick call assessment protocols shall be in compliance with relevant state
practice acts and will be approved by the health authority. Wellpath must have a sick call plan that
includes immediate intervention, scheduling for nursing sick call, or a provider evaluation.
- Sick Call Consultation: Sick call consultation by a healthcare professional within 48 hours of request
(inmates needing urgent or emergent medical services will be seen on the same day as they request
such services).
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- Sick Call Triage/Consult Frequency: Sick call triage and medically necessary consultations will be
conducted daily, even on weekends and holidays. Scheduled sick call and nurse sick call will be
conducted a minimum of five (5) days per week.
If an inmate's custody status precludes attendance at a sick call session in the clinic, arrangements
must be made to provide sick call services at a mutually agreed upon, clinically appropriate place in
compliance with NCCHC standards.
Patients in Segregation: Qualified health personnel will perform rounds on inmates who are
segregated from the general population (whether for disciplinary, administrative, or protective
reasons) to determine the inmate's health status and to ensure access to health services.
Infectious Disease Care: Wellpath shall provide an infection control program that focuses on
surveillance, prevention, treatment, and reporting. Generic procedures as well as disease specific
programs will be established for Tuberculosis and HIV/Aids.
- Women's Preventative Care: Women's preventative care including, at minimum, the following:
sexually transmitted disease screening for syphilis, gonorrhea, and chlamydia, annual pap smear
testing as indicated, and mammograms, as determined necessary by medical history or an abnormal
breast examination.
- Healthcare of Pregnant Inmates: Healthcare of pregnant inmates, including, at minimum, the
following: pre -natal care, including regular monitoring by an obstetrician; provision of appropriate
vitamins and dietary needs; identification and disposition of high -risk pregnancies, including
appropriate referrals; methadone maintenance program when applicable; and an aftercare plan for
the mother prior to delivery (Wellpath is not responsible for fetus care or care after birth to the baby).
- Chronic Care Services/Special Needs: Wellpath shall provide individualized plans for special health
care needs and chronic care services, including HTN, COPD, seizure disorder, asthma, diabetes, TB, HIV
and ESRD. The individualized plans shall include an educational component and how medical outcomes
are measured.
- Coordination of Mental Health Services: Wellpath shall collaborate with the Oakland County Jail's
mental health services provider(s) to best manage all mental health patients, to control the costs
associated with psychotropic medications, and to keep costs within the overall pharmacy budget.
Wellpath shall work directly with the jail psychiatrist to coordinate care between the medical and
mental health teams, and to coordinate re-entry and discharge services. Wellpath shall respond to all
referrals in writing and will communicate directly with the mental health program services division
within the Sheriffs Office. Wellpath shall accept and execute all verbal and written physician orders
made by a licensed psychiatrist consulting with the OCSO. Wellpath shall participate in any required
meetings with mental health providers and with the correctional staff. Wellpath shall also triage
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OAKLAND COUNTY EXECUTIVE DAVID COULTER
Purchasing
(248) 858-0511 [ purchasing@oakgov.com
requests and referrals for mental health services and will communicate them to the appropriate mental
health representative.
- Emergency Services: Wellpath shall have emergency policies to provide for immediate response by the
health staff to stabilize the inmate. Emergency services are to include first aid and cardiopulmonary
resuscitation services that will be provided on -site.
Wellpath shall maintain contracts with area providers for emergency services to include transportation
to an off -site emergency department. The Oakland County Jail's shift supervisor will be notified when
an off -site emergency transfer is required to facilitate coordination of the transfer.
Wellpath shall report emergency transfers to the Oakland County Jail Administrator or his/her
designee. The report should indicate, at a minimum: inmate name and identification number; the date
and time the emergency service was requested; the date and time the emergency service was initiated;
the nature of the emergency; the date and time the inmate left the facility; and the current and final
disposition.
- Emergency Response Plan: Wellpath shall maintain an emergency response plan and any related
policies and procedures will be approved by the County and the Jail Administrator or designee, and
include: responsibilities of health staff; procedures for triage; predetermination of the site for care;
telephone numbers and procedures for calling health staff and the community emergency response
system (e.g., hospitals, ambulances); procedures for evacuating patients; and alternate backups for
each of the plan's elements. The health aspects of the emergency plan will be tested or drilled, as
required by NCCHC standards. Wellpath shall manage, treat, test and track for any pandemic (including
COVID). Wellpath shall work in coordination with local, state, or federal health officials as well as jail
staff on any new and immediate policy, protocols or procedures put in place as a result of a pandemic.
Wellpath shall have an emergency staffing plan that addresses and ensures coverage in the case of
temporary or long-term staffing shortages as a result of a pandemic or quarantine.
Laboratory Services: Wellpath shall ensure the availability of laboratory studies as determined
necessary. Routine and Stat laboratory specimens will be processed. Wellpath shall provide
equipment and supplies to perform on -site laboratory testing as required by NCCHC. The Sheriff's
Office will accept point of service testing where appropriate. Although
Wellpath is not providing psychiatric services, the laboratory budget will contain expenses incurred
from lab orders written by the psychiatrists.
- Radiology: Wellpath shall ensure access to radiological studies as determined necessary. Routine and
Stat radiology services will be processed, and written reports will be provided in a timely manner. A
board certified or board eligible radiologist will interpret test results. General radiology services will be
performed on -site.
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OAKLAND COUNTY EXECUTIVE DAVID COULTER
Purchasing
(248) 858-0511 1 purchasing@oakgov.com
- Pre -book Hospitalization: Wellpath shall assist the County in the health care and fiscal management
of any physical injury suffered by an arrestee prior to commitment which requires hospitalization
and/or medical care prior to and/or subsequent to commitment. Arrestees with pre -commitment
injuries may or may not be in custody of the Oakland County Sheriffs Office and may be in the care of
a hospital closest to the arresting department which may or may not be geographically located near
the Sheriff's Office. It is always the goal of the County to have these individuals transferred to a
contracted hospital as soon as medically possible.
- Health Records Management: Wellpath shall continuously maintain comprehensive medical records
separate from the inmate's confinement record. All medical records will remain the property of
Oakland County with Wellpath acting as the custodian of these records. Wellpath will secure medical
records as required by law and applicable statutes of the State of Michigan. The Wellpath Health
Services Administrator (HSA) will control access to the records to ensure medical record confidentiality
in accordance with the Health Insurance Portability and Accountability Act of 1996 (HIPAA)
requirements.
Wellpath will provide data necessary for the classification, security, and control of inmates to the
appropriate Sheriffs Office personnel. Wellpath will continue to provide and maintain it's proprietary
Electronic Records Management Application (ERMA) to Oakland County and in accordance with NCCHC
standards. Wellpath's database(s) must integrate with the county's jail management system, both
current and new. Wellpath must work with both Oakland County IT and the jail management system
contractorto ensure systems are working properly. In the eventthat eitherthe server,jail management
system or contractor's system have a failure, all parties will work together to bring the systems back
up to full functionality. Any system incident that causes a delay in the jail's critical operations needs to
be escalated to the highest priority. Wellpath will be responsible for all costs incurred for IT system
transition/updates.
- Nutritional Standards: Wellpath shall be responsible for cooperating with the established food service
program to ensure the provision of medically necessary diets. The following diets may be ordered from
food service (The following list is only for reference and should not be considered all inclusive):
Mechanical soft (chewing problem, digestive problem), No Added Salt, ADA Diabetic (specify number
of calories), Full liquid, Clear liquid, Pregnancy Diets, Double trays (for inmates under 8S% IBW) and
Renal Diet.
- Dental Care: Dental care will be provided under the direction and supervision of a dentist licensed in
the State of Michigan. Wellpath shall provide dental treatment based on a list of dental priorities and
not limited to extractions when the health of the inmate would otherwise be adversely affected as
determined by the dentist. Wellpath shall provide inmates with a dental examination within 90 days
of admission and at the yearly anniversaries of incarceration. Wellpath will provide nursing staff with
a yearly dental in-service covering oral screening, education, and oral hygiene instruction so that the
nursing staff can include an oral screening as part of the health appraisal to be conducted within 14
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MICHIGAN OAKLAND COUNTY EXECUTIVE DAVID COULTER
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PURCHASING Purchasing
(248) 858-0511 1 purchasing@oakgov,com
days of admission. The dental clinic will be staffed and operated on a set schedule and for a sufficient
number of hours as indicated in the staffing plan.
Inmate Medical Grievances: Wellpath shall respond to inmate complaints/grievances related to health
services. All complaints (kites) and grievances will be received and responded to through an electronic
system or through an alternate process if the electronic system is down and must be answered based
on NCCHC requirements and OCSO department policy.
- Supplies: Wellpath shall provide all medical supplies, forms, office supplies, medical records, books,
periodicals, dentures, eyeglasses, and prosthetic devices.
- Medication Administration: Wellpath shall provide a total pharmaceutical program that includes
formulary and non -formulary oversight, prescribing of medications, filling, dispensing, record keeping,
appropriate licensure, and DEA management in accordance with federal, state, and local laws that
meets the needs of the inmate population and complies with the NCCHC and MDOC standards.
Medications shall be administered to inmates as prescribed. Qualified health care personnel will
administer medications and the administration of each dose will be documented. Wellpath shall
provide services seven (7) days per week with scheduled shipment of medications six (6) days per week
and backup pharmacy services available on Sundays, holidays and in an urgent or emergent situation.
Wellpath shall store all medications securely and properly (refrigeration, etc.) and will ensure credit to
Oakland County for any unused medications. A Medication Assisted Treatment (MAT) program for
opioid use will be administered by Wellpath's health care personnel to continue care for any inmate
entering the jail currently on MAT. If the county develops a MAT program during the contract period
which encompasses opioid dependent individuals who are incarcerated and not currently on MAT, the
contractor's health care personnel will be responsible for administering the medication.
The pharmaceutical program will also include guidelines for administering medications to those
inmates scheduled to be temporarily out of the Oakland County Jail (e.g., for court appearances).
Medication ordering process: Wellpath shall use a web -based medication ordering system and
electronic Medication Administration Record; any maintenance or IT costs associated with the system
will be the responsibility of Wellpath. If a circumstance arises that requires prescription medication to
be physically picked up at a pharmacy, this will be the responsibility of Wellpath. Oakland County staff
will not, under any circumstance, pickup, or sign for prescription medication for inmates. Wellpath's
pharmacy is expected to maintain a formulary that focuses on cost containment, appropriateness for
the Oakland County Jail, and quality of care. Although Wellpath will not be providing psychiatric
services, the pharmacy budget contains psychotropic expenses.
- Accreditation: The Oakland County Sheriffs Office Jail is accredited by the National Commission on
Correctional Health Care (NCCHC). Wellpath's administration will implement the process to provide
required documentation to ensure continued and ongoing accreditation as required and mandated by
the Oakland County Jail.
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OAKLAND COUNTY EXECUTIVE DAVID COULTER
Purchasing
(248) 858-0511 ( purchasing@oakgov.com
- Inmate Co -Payment: Wellpath shall track and provide Oakland County with the necessary information
to collect the inmate co -pay. The inmate fees collected will be the property of Oakland County and
Wellpath will not collect or handle any inmate funds. Oakland County Sheriff's Office Jail inmate co -
payments are as follows: $10 dental visit, $12 clinic visit if seen by physician or mid -level practitioner,
$5 per medication per month. Fees may also include FOIA inmate medical record copy requests.
- Network Development: Wellpath will negotiate contracts and discounts with all on -site and off -site
service providers, including, but not limited to, hospital services, pharmacy services, medical transport
services, laboratory services, x-ray services, dialysis services, medical waste management services, and
physician services. Wellpath shall also manage the receipt, adjudication, and payment of all invoices
for these services.
- Off -site Preferred Providers: Wellpath shall refer inmates to specialty care providers when determined
necessary. Wellpath shall be responsible for maintaining a network of Preferred Providers in the
Pontiac area to meet the health care needs of the inmate population including inpatient hospital care;
this network must contain members from all pertinent specialty fields. Wellpath shall coordinate
arrangements for off -site care with the appropriate Oakland County Jail staff for the transportation of
inmates to off -site Preferred Providers. Wellpath shall assure all off -site services are medically
necessary, medically appropriate, and timely.
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To support the delivery of comprehensive health services, the Preferred Provider Network will include
the following medical specialty services/providers: a general hospital facility to provide treatment for
those inmates requiring medical/surgical emergency services and mental health services (e.g., in-
patient and out -patient health care services) medical transport services (ambulance, wheelchair
accessible vehicles, etc.) where applicable; individual practitioners and/or group specialty physician
practices to provide the following routine out -patient clinics and individual treatment as necessary for
the following medical services on an as -needed basis: Urology, Gastroenterology, Orthopedics/Physical
Therapy, Cardiology, Ophthalmology/Optometry, Internal Medicine, General Surgery, Dermatology,
Ears/Nose/Throat, Allergy, Obstetrics/Gynecology/High Risk OB, Psychiatry, Dialysis, Nephrology,
Hematology, Infectious Disease; a laboratory provider to provide necessary routine and STAT
laboratory services which cannot be provided on -site at the Oakland County Jail Clinic. STAT laboratory
results/reports will be delivered to the Oakland County Jail Clinic within twenty-four (24) hours after
receipt of the specimen; a radiological service to provide necessary routine x-rays that cannot be
provided on -site at the Oakland County Jail Clinic. This provider can be a free-standing radiology
service or provided at the general hospital; and a pharmacy must be maintained.
- Communication: Wellpath will actively communicate with Oakland County Jail staff relating to all
medically required patient movement within or outside the facilities. Wellpath shall work closely with
the OCJ staff on inmate classification issues. Wellpath shall ensure the OCJ medical services program
works appropriately within custody operations.
- Case Management: Wellpath shall maintain a utilization and case management program to ensure
inmates are progressing on their treatment pathway so that the hospital length of stay is no longer
than medically necessary. Wellpath shall have a mechanism for hospitals to supply pertinent
information and Wellpath shall follow up on all hospital discharges.
- Continuous Quality Improvement: Wellpath shall provide a continuous quality improvement program
(CQIP). The CQIP will be utilized to evaluate the health care provided to the inmates, at both on -site
and off -site locations, on a continual basis for quality, appropriateness, and continuity of care. The
CQIP will be defined by written policies and defined procedures. The CQIP will include medical audits
and medical chart review procedures to ensure compliance with contract requirements, as well as
NCCHC and ACA standards.
- Reporting: Wellpath shall compile monthly statistical utilization reports of services provided, which are
to be used to create quarterly service reports to the Oakland County Jail Administrator or designee.
Wellpath reports will include agency and provider contact information, ancillary services, and data that
reflect the previous month's activity at the facility. Monthly and quarterly
statistical reports regarding the operation of the healthcare program, staffing fill rates to demonstrate
compliance with the contracted staffing plan, and financial reports to assist with future budgeting will
all be provided. Wellpath will provide customized monthly and quarterly reports and statistical reports
no later than the 301h calendar day of each month. Wellpath will also deliver a comprehensive annual
statistical report to the Sheriff or designee.
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Purchasing
(248) 858-0511 ( purchasing@oakgov.com
- Hazardous Waste Management: Wellpath shall be responsible for the removal and disposal of
hazardous medical waste materials. Removal and disposal will be in accordance with applicable local,
state, and federal rules, regulations, and codes, as well as in coordination with Oakland County Jail
security practices and procedures.
- Ambulance Services: Wellpath shall be responsible for medical transportation services including
ambulance, wheelchair accessible vehicles, etc. where applicable.
Staffing: Wellpath shall provide staffing in accordance with Attachment 1 — Staffing Plan unless
otherwise agreed to by the parties in writing. Wellpath shall manage all recruiting, screening,
interviewing, and hiring activities for its on -site staff at Oakland County. Wellpath shall hire only
licensed and qualified personnel to provide on -site professional services and will complete a
credentialing process, consistent with community standards for each licensed health care professional.
A copy of the application, credentialing verification documents, complete work history, license, and
degree will be maintained on file. The Oakland County Jail Administrator will have access to this
information upon request. Personnel will be required to pass a background investigation conducted by
the Oakland County Sheriffs Office as a requisite for initial and/or continued employment. Rejection
of any job applicant by the Oakland County Sheriff's Office will be final. If the Oakland County Sheriffs
Office should become dissatisfied with any health care personnel provided by Wellpath hereunder,
Wellpath, in recognition of the sensitive nature of correctional services, will, following receipt of
written notice from the Oakland County Sheriffs Office of its dissatisfaction and the reasons thereof,
exercise its best efforts to resolve the problem, and, if the problem is not resolved, remove the
individual about whom Oakland County has expressed a dissatisfaction. Wellpath will be allowed a
reasonable time to find a qualified replacement. The employee chosen by the contractor to fill the
Health Services Administrator (HSA) or equivalent lead managerial position responsible for overseeing
the jail health clinic will need to be approved by the Oakland County Jail administration staff. Personnel
will comply with current and future state, federal, and local laws, regulations, court orders,
administrative regulations, administrative directives, and the policies and procedures of the Oakland
County Sheriffs Office. Wellpath shall monitor the performance of health care staff to ensure adequate
job performance, in accordance with position descriptions.
Wellpath's management staff shall properly complete employee evaluations for those employees
under their direct supervision, in accordance with applicable state laws, and be available for review by
Jail Administration. Wellpath shall ensure that a physician or mid -level practitioner is on -call 24 hours
per day, seven days per week. Additionally, Wellpath shall establish an appropriate schedule for the
utilization of staff and the effective delivery of services. Wellpath employees will wear the appropriate
uniform and/or identification badge as directed by Jail Administration when on -site at the Oakland
County Jail.
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A0AKLAN1rF
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OAKLAND COUNTY EXECUTIVE DAVID COULTER
Purchasing
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- Health Care Staff Practices: Wellpath will require its health care staff to abide by all the laws, rules and
regulations that govern the practices and procedures under which the health care staff is/are licensed
and shall act within the parameters of all applicable ethical and professional standards in providing the
services. Wellpath will require its health care staff to comply with all administrative policies adopted
by the County Sheriff's Office to protect the health, safety and welfare of the facility's population.
Wellpath will ensure a licensed physician will supervise all mid -level providers.
- Licensing and Training: Wellpath agrees that it, and its health care staff, at all times during this
contract, will be properly licensed and/or certified to provide the services they perform pursuant to
this contract. Wellpath shall manage all activities related to training of its on -site staff members,
including initial orientation, in-service training, on the job training, leadership training, and continuing
education. Wellpath shall be responsible for ensuring that new health care employees are provided
with an orientation addressing the policies, procedures, and practices of the on -site health care
program. Health care personnel will be trained and certified in Basic Life Support -Cardiopulmonary
Resuscitation (BLS -CPR) with re -certification provided as required by the regulatory body.
- Contingency Plan: Wellpath must maintain an updated contingency plan for loss of staffing addressing
situations similar to the COVID-19 pandemic or other unforeseen circumstances that could potentially
cause a loss of staff in both the short (a couple weeks) and long-term (potentially months to years);
this plan shall be provided to Jail Administration upon request. If the need to use agency or contracted
nurses arises Wellpath will bear all additional costs, County will pay no expenses associated with third
party staffing; third party staffing will be subject to the same licensing qualifications, background
investigation, and all other requirements specified under the Staffing section.
- Security: Wellpath personnel are subject to the security regulations and procedures of the Oakland
County Sheriff's Office. Wellpath's personnel are subject to removal from the facility at any time for
security reasons as determined by the Oakland County Jail Administrator or his/her designee.
- Administrative Procedures: Wellpath shall be responsible for ensuring that the on -site health staff
reports problems and/or unusual incidents to the Oakland County Jail Administrator or designee per
established policies and procedures. Wellpath's management staff (e.g., Project Manager/HSA,
Medical Director, Director of Nursing, Regional Director of Operations and/or Regional Vice President)
shall represent the health unit in discussions with local civic groups or visiting officials as mutually
agreed upon by the contractor and Oakland County Jail Administrator.
- In -Service Training: Wellpath shall provide annual in-service training for qualified health services
personnel as required by the NCCHC standards. In-service training hours and subject matter will be
consistent with accreditation requirements. Wellpath shall provide resources for a presentation to
each New Hire Correctional Academy that gives an overview of the jail health clinic's role and
responsibility within the corrections setting. Also, Wellpath will provide an annual in-service training
for Sheriffs staff to explain Wellpath's process for administering medication to inmates.
OAKLAND COUNTY PURCHASING
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4fo,AKLANU-Fi-`-o
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PURCHASING
OAKLAND COUNTY EXECUTIVE DAVID COULTER
Attachment I — Staffing Plan
OAKLAND COUNTY PURCHASING
Rev 09/16/2020 CONTRACT NUMBER006554 006554
Page 48
Purchasing
(248) 858-0511 1 purchasing@oakgov.com
MOAKLANWF�
COUNTY MICHIGAN
PURCHASING
OAKLAND COUNTY EXECUTIVE DAVID COULTER
Purchasing
(248) 858-0511 ( purchasing@oakgov.com
Heal:h_ervi[esAdmini<toatcr
8
8
8
8
8
40
U
Medical Director
8
8
8
8
8
400
4.0
?Aq'ARNP
8
16
16
16
16
72
i.9
Dirsctor of Nursing
8
8
8
8
8
40
i.�
}�
16
16
16
16
l6 16 16
112
2P
LAN/Et•A7%Ch4.k
24
24
24
24
24 32 32
184
4.6
M2 d!ca[ REco rCs Clerk.
16
iL
iE
16
16
so,
2,0
C J.A./Stucant
8
8
8
8
A
40
i.CI
A MIni sn a:Et• E .Assistant
8
8
8
8
8
40
I-",
Dental Director
5
6
12
03
Dental Ass;start
E
6
12
0.3
TOTAL HOUR51FTE-Day MEEMENNININE 672 16.9
:I NJ 16 16 16 16 16 8 8 96 2.4
_PNfEMTjCMA 40 4C• 40 40 4D 40 40 280 7.0
Med:ca� REcores Clerk; 8 8 E 8 9 40 1.0
TOTAL HOURS/FTE-€uenings j====jEWA= 416 10.4
RN 8 8 8 8 8 8 8 _6 1.4
.PNfRAVCMP. 16 16 16 16 16 16 16 lit 2k_
TOTAL HOURS/FT€-Nights MMMMMMM 160 4.2
Attachment 2 — Pricing
Costs: This is a Cost -Plus Management fee Contract in which all operational costs of Contractor are passed to
the County. Attachment 3— Wellpath Budget Worksheet contains anticipated costs to the County for medical
care. These costs include: 1) the Management Fee, an annual fixed amount of $714,698, which is paid to the
OAKLAND COUNTY PURCHASING
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q0,AKLANWZ_7--'
COUNTY MICHIGAN OAKLAND COUNTY EXECUTIVE DAVID COULTER
PURCHASING Purchasing
(248) 858-0511 1 purchasing@oakgov.com
Contractor for administering the County's medical care program; and 2) Pass -Through Costs as identified in
Attachment 3. The parties recognize that the foregoing Pass -Through Costs in this section above may vary
subject to inmate needs and the actual cost of these items.
Pricing Guarantee: If the Total Year Costs incurred under this contract exceed the total amount budgeted in
Attachment 2 for that year, Contractor agrees to reimburse Oakland County $0.50 for every $1.00 Wellpath
spends over budget, up to $120,000 over, on an annual basis.
Payment to Wellpath: On the 1st of each month, Contractor will submit an invoice to the County for 1/12" of
the Management Fee and for the costs that are estimated to be incurred during the month. The County will
make payment to the Contractor within fifteen (15) days of the date the invoice is received. On a quarterly
basis, Contractor will true up invoices with actual costs for that quarter and send the County a credit invoice
the following month if applicable.
Fee Adjustment: Following the initial year of this Contract, the Contractor understands subsequent year
pricing will be negotiated.
Program Costs:
Year 1:
$6,537,049
Year 2:
$6,733,160
Year 3:
$6,935,155
3 Year Total:
$20,205,364
Program Cost Highlights:
1) There are no per diem price adjustments forjail population fluctuations because this Contract uses a
Cost-plus Management Fee model where all healthcare program costs are tracked, reported and
reimbursed by the County.
2) Wellpath has agreed to reimburse Oakland County $0.50 for every $1.00 Wellpath spends over budget,
up to $120,000 over, on an annual basis.
3) A projected 3% annual cost increase for years two (2) through three (3) has been included. The actual
annual cost increase will be determined by Wellpath and Oakland County based upon the actual
medical component of the Consumer Price Index (CPI) for the prior twelve (12) months. However, any
OAKLAND COUNTY PURCHASING
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COUNTYCOAKLANDIF
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actual increases will be negotiated.
Rev 09/16/2020
OAKLAND COUNTY EXECUTIVE DAVID COULTER
Attachment 3 - Wellpath Budget Worksheet
Oakland County, MI
OAKLAND COUNTY PURCHASING
CONTRACT NUMBER006554 006554
Purchasing
(248) 858-0511 ( purchasing@oakgov.com
Page 51
COUNTYIrOAKLANDP-
MICHIGAN m OAKLAND COUNTY EXECUTIVE DAVID COULTER
PURCHASING Purchasing
(248) 858-0511 ( purchasing@oakgov.com
I Personnel Costs
Salaries
$
2,492,671
Backfill
$
200,712
Overtime
$
86,975
Fringe
$
571,360
Total Personnel Costs
$
3,351,718
51 3%
Pharmacy Costs
HIV Medications
$
527,875
Psych Meds
$
187,287
Al I Other Meds
$
251,986
Total Pharmacy Costs
$
967,149
14 8%
On -Site Variable Costs
On -Site Labs
$
17,040
Mobile X-Ray
$
17,040
Medical & Dental Supplies
$
78,126
Total On -Site Variable Costs
$
112,205
1.7%
Total Off -Site Expenses
$
811,492
12 4%
On -Site Administrative Expenses
Total Insura nce & Legal
$
527,319
Travel
$
20,824
Other Administrative Expenses
$
31,644
Total On -Site Administrative
$
579,787
8.9%
Total Costs:
$
5,822,351
891E
Management Fee:
$
714,698
10_9%
Year One Costs:
$
6,537,049
10.0.0!
Start -Up Costs:
$
-
0.0%
Total Year One Costs:
$
6,537,049
100.0°G
Total Year Two Costs:
$
6,733,160
Total Year Three Costs:
$
6,935,155
Total Costs for First Three Years:
$
20,205,364
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