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HomeMy WebLinkAboutResolutions - 2022.08.04 - 37505 ®Oakiann:= COUNTYMICHIGANMICHIGAN BOARD OF COMMISSIONERS August 4,2022 MISCELLANEOUS RESOLUTION #22-270 ‘ Sponsored By:Janet Jackson,Michael Spisz,Gwen Markham:Eileen Kowall,Angela Powell Board of Commissioners -Resolution Creating the Oakland County Survivor to Thriver Program Chairperson and Membersof the Board: WHEREASOakland County continues its objectives to rescue human trafficking victims,dismantle trafficking networks,help support survivorsto rebuild their lives and thrive within their community,and develop economues that create legitimate jobs;and : WHEREASOakland County anti-trafficking service agencies have identified and presented a plan to address a gap in services that currentlyexists for survivors of human trafficking.By offering items or experiences for personal and/or professional developmentto assist survivors to move beyond the physiological and safety needs in the community;and WHEREAS the Countysupports establishing a pilot program partnering with Vista Maria/Michigan Abolitionist Project (MAP)to provide resources tofill the gaps for survivors of human trafficking within Oakland County communities;and WHEREAS Vista Maria/MAP will serve as administrator of the program and fiscal sponsor to raise funds fromprivatesponsorshipsordonationsforthepilotprogram;will provide fiduciary oversight,financial management, and other administrative services to help build the capacityof the Survivor to Thriver program in accordancewiththeattachedproposedcontractbetweenOaklandCountyandVistaMaria/MAP (see Exhibit A);and WHEREAS Vista Maria/MAP as the program administrator of the Survivorto Thriver program,in partnershipwithOaklandCounty,will develop controls and metrics for an initial and ongoing assessmentof theeffectivenessofthepilotprogramtosupportthephysiologicalandsafetyneedsofhumantrafficking survivors. NOWTHEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners herebyauthorizesthecreationoftheSurvivortoThriverpilotprogramandauthorizestheexpenditureofupto $10,900tromtheBoardofCommissionersSpecialProjectaccount. BE IT FURTHER RESOLVEDthatthe Oakland County Board of Commissioners approves the attachedagreementbetweenOaklandCountyandVistaMaria/MAP andauthorizes the Chairman of the Board ofCommissioners,or his designee,to sign and executethe agreement,subject to reviewby the PurchasingDivision. BE IT FURTHER RESOLVED that this agreementdoes not obligate the County to any future commitmenttotheprogramwithoutapprovalbytheBoardofConieissioniers. BE IT FURTHER RESOLVED thatVista Maria/Map shall erevids the Board of Commissioners withquarterlyreportsthatdetailexpendituresandperformancemetricsfortheSurvivortoThriverprogram. BE IT FURTHER RESOLVEDthat a budget amendmentis not required. Chairperson,the following Commissioners are sponsoring the foregoing Resolution:Janet Jackson,Michael Spisz,Gwen Markham,Eileen Kowall,Angela Powell. J ‘Date:August 04,2022 David Woodward,Commissioner ii Chanda Date:August 10,2022 Hilarie Chambers,Deputy,County ExecutiveIl /Way Date:August 10,2022 Lisa Brown,County Clerk /Register of Deeds COMMITTEE TRACKING 2022-07-27 Finance -recommend to Board 2022-08-04 Full Board VOTE TRACKING Motioned by Commissioner Michael Gingell seconded by Commissioner Angela Powell to adopt the attached Resolution:Creating the Oakland County Survivor to Thriver Program. Yes:David Woodward,Michael Gingell,Michael Spisz,Karen Joliat,Eileen Kowall,Christine Long,Philip Weipert,Angela Powell,Chuck Moss,Marcia Gershenson,William Miller III,Yolanda Smith Charles, Charles Cavell.Penny Luebs,Janet Jackson,Gary McGillivray,Robert Hoffman,Adam Kochenderfer (18) No:Kristen Nelson (1) Abstain:None (0) Absent:(0) Passed ATTACHMENTS 1.SurvivortoThriver.FinalContract.V3.6.28.22 STATE OF MICHIGAN) COUNTY OF OAKLAND) I,Lisa Brown,Clerk of the County of Oakland,do herebycertify that the foregoing resolutionis a true andaccuratecopyofresolutionadoptedbytheOaklandCountyBoardofCommissionersonAugust4,2022,withtheoriginalrecordthereofnowremaininginmyoffice. In Testimony Whereof,I have hereunto set my hand and affixed the seal of the Circuit Court at Pontiac, Michigan on Thursday,August4,2022. Lisa Brown,Oakland County Clerk /Register ofDeeds POakiand= COUNTY MICHIGAN PURCHASING OAKLAND COUNTY EXECUTIVE DAVID COULTER Exhibit A Buyer:AJK CONTRACT NUMBER:009756 Purchasing (248)858-0511 |purchasing@oakgov.com Event #NPC CONTRACT between the COUNTY OF OAKLAND and CONTRACTOR Not To Exceed Amount:$10,900.00 Effective Date:9/1/2022 Expiration Date:8/31/2023 Contract Description:Survivor Program -P Contractor Information:Contract Administrator: Vista Maria Inc 20651 W Warren Ave Dearborn Heights,MI 48127 Vendor No:4992 Purchasing Office Information: County Contract Administrator and Using Department: Buyer:Andy Krumwiede OAKLAND COUNTY 2100 Pontiac Lake Rd 41W Waterford,MI 48328-2762 248-858-0511 Patti Dib Chief of Staff Board of Commissioners 1200 N.Telegraph Rd. Pontiac,MI 48341 The County and Contractor may be referred to individually‘as a “Party”or collectively as the “Parties.”The Parties agree to the attached terms and conditions: FOR THE CONTRACTOR: SIGN: FOR THE COUNTY: Rev 02/24/2022 CONTRACT NUMBER 009756 Page 1 OAKLAND COUNTY PURCHASING COUNTY MICHIGAN OAKLAND COUNTY EXECUTIVE DAVID COULTER PURCHASING :‘Purchasing (248)858-0511 |purchasing@oakgov.com SIGN:SIGN: Patti Dib,Chief of Staff,Board of Commissioners Scott N.Guzzy,CPPO,MBA,Purchasing Administrator This Contract is organized and divided into the following Sections for the convenience of the Parties. Section 1.Contract Definitions Section 2.Contract Term and Renewal Section 3.Contract Administration and Amendments Section 4.Contract Termination Section 5.Scope of Deliverables and Financial/Payment Obligations Section 6.Contractor’s Warranties and Assurances ‘ Section 7.Liability Section 8.Insurance and Bond Requirements Section 9.Intellectual Property Section 10.Confidential Information Section 11.County Data Section 12.Information Technology Standards Section 13.General Terms and Conditions §1.CONTRACTDEFINITIONS 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 OAKLAND COUNTY PURCHASING Rev 02/24/2022 CONTRACT NUMBER 009756 Page 2 POaxand= COUNTY MICHIGAN OAKLAND COUNTY EXECUTIVE DAVID COULTER PURCHASING ‘‘;Purchasing (248)858-0511 |purchasing@oakgov.com attorney fees,mediation,facilitation,arbitration fees,witness fees,court costs,investigation expenses, litigation expenses,or amountspaid 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. 1.6.“Contractor”means the entity or person listed under “Contractor”on the first page of this Contract and Contractor Employee.‘ 1.7.“Contractor Employee”means any employee;officer;director;member;manager;trustee;volunteer; attorney;licensee;contractor;subcontractor;independent contractor;subsidiary;joint venture; partner or agent of Contractor;and any persons acting by,through,under,or in concert with any of the above,whether acting in their personal,representative;or official capacities.Contractor Employee shall also include any person who was a Contractor Employee at any time during the term of this Contract but,for any reason,is no longer employed,appointed,or elected in that capacity. 1.8.“Contract Documents”mean the following documents,which this Contract includes and incorporates: Exhibits (Applicable if Checked) 1.8.1.&Exhibit I:Contractor Insurance Requirements 1.8.2.0 Exhibit Il:Business Associate Agreement (Health Insurance Portability and Accountability Act Requirements) 1.8.3.&Exhibit Ill:Requirements for Contractors with Access to County PII (Personally Identifiable Information) 1.8.4.O Exhibit IV:Requirements for Contractors with Access to Criminal Justice Information 1.8.5;0 Exhibit V:Federally Funded Contract Requirements 1.8.6.1 Exhibit VI:Software License(s) 1.8.7.&Exhibit VII:License for Use of County Servicemark 1.8.8.Exhibit VIII:Acknowledgement of Independent Employment Status 1.8.9.I 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, OAKLAND COUNTY PURCHASINGRev02/24/2022 CONTRACT NUMBER 009756 Page 3 FOaxr = COUNTY MICHIGAN OAKLAND COUNTY EXECUTIVE DAVID COULTER 1.11. 1.12. 1.13. 1.14. 1.15. 1.16. 1.17. 1.18. 1.19. 1.20. 1.21. PURCHASING '-:Purchasing (248)858-0511 |purchasing@oakgov.com 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.’ “County Data”means information or data collected,used,processed,stored,or generated in any format, by or on behalf of the County,in connection withthe Deliverables,which shall include,but not be limited ©to:(a)personal health information (PHI)as defined under the Health Insurance Portability and Accountability Act (HIPAA)and Exhibit II,(b)personally identifiable information (PII)as defined in Exhibit Ill,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 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 trans pOrtingdata,video,voice,or any other form of information. “Day”means any calendar day,which shall begin at 12:00:00 a.m.and end at 11:59:59 p.m. “Deliverables”mean‘goods and/or services provided under this Contract,whether tangible or intangible,and may be more specifically described in the Exhibits. “Effective Date”means midnight on the date listed on the first page of this Contract. “Expiration Date”means 11:59.59 p.m.on the date listed on the first page of this Contract. “E-Verify”means an Internet based system operated by the Department of Homeland Security (DHS)in partnership with the Social Security Administration (SSA)that allows participating employers to electronically verify the employment eligibility of their newly hired employees.Information and the registration process are found at the E-Verify website:, https://e-verify.uscis.gov/enroll. “Intellectual Property”means any developments,improvements,designs,innovations,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. “Iran-Linked Business”is defined in the Michigan Compiled Laws (MCL),specifically MCL 129.312,being Section 2 of Public Act 517 of 2012. “Not to Exceed Amount”means the dollar amount listed on the first page of this Contract,unless amended. The “Not to Exceed Amount”is not the County’s financial obligation under this Contract,but the maximum amount that can be paid to Contractor during the term of this Contract. “Proposal”means Contractor’s response or bid to the County’s Request for Proposal,Request for Qualifications,or Request for Quotes. OAKLAND:COUNTY PURCHASING Rev 02/24/2022 CONTRACT NUMBER 009756 Page 4 FOaKr = ilCOUNTY MICHIGAN OAKLAND COUNTY EXECUTIVE DAVID COULTER 1.22. 1.23. §2. 21; 2.2. 2.3: §3. 3.1: 3.2. 3.3. 3.4. 3.5. PURCHASING ‘./Purchasing (248)858-0511 |purchasing@oakgov.com “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. “Purchasing”means the Purchasing Division of Oakland County. CONTRACT TERM AND RENEWAL Contract Term.This Contract shall begin on the Effective Date and shall end on the Expiration Date. 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. 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 Contractis signed by an authorized County Agent;(c)all Contractor certificates of insurance,required bythis Contract,are submitted and accepted by Purchasing;and (d)any other conditions precedent to this Contract have been met.‘ CONTRACT ADMINISTRATION AND AMENDMENTS 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 Amendmentsto this Contract or Purchase Orders. Purchase Orders.Purchase Orders issued under this Contract are governed by the terms and conditions of this Contract and are included and incorporated herein. Project Managers.Each Party may designate an employee or agent to act as a Project Manager.If Project Managers are selected,they shall be listed,along with their duties,in Exhibit IX.Unless otherwise stated in Exhibit IX,the County’s Project Manager has no authority to amend this Contract. 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. Contract Amendments.All Amendmentsto 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.Amendmentsto this Contract shall OAKLAND COUNTY PURCHASINGRev02/24/2022 CONTRACT NUMBER 009756 Page 5 FOaky = COUNTY MICHIGAN OAKLAND COUNTY EXECUTIVE DAVID COULTER 3.6. 3.7. §4, 4.1. 4.1.1. 4.1.2. 4.2. PURCHASING :Purchasing (248)858-0511 |purchasing@oakgov.com be issued only by Purchasing.The Amendment shall be effective when signed by an authorized Contractor Employee and an authorized County Agent. 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 mustnotify 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. 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 expressly incorporated herein.Terms and-conditions contained in Contractor invoices,packing slips, receipts,acknowledgments,click-through licenses,and similar documentsshall not change the terms and conditions of this Contract. CONTRACT TERMINATION 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 orin 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 felony criminal offense or a criminal offense involving or related to Contractor’s business;or (b)if any third-party funding for this Contract is reduced or terminated.| Termination for Convenience.The County may-terminate or cancel this Contract,in whole or part,at any time,upon thirty (30)Days’notice to Contractor,for any reason,including convenience without incurring obligation or penalty of any kind.The effective date for termination or cancellation shall be clearly stated in the notice., Contractor Termination.Contractor may terminate or cancel this Contract,in whole or part,upon one hundred and thirty (30)Days’notice to the County,if the County materially breaches any duty or obligation contained herein and within such notice period has failed or has not reasonably 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. OAKLAND COUNTY PURCHASINGRev02/24/2022 CONTRACT NUMBER 009756 Page 6 GfAKIAND}> a COUNTY MICHIGAN OAKLAND COUNTY EXECUTIVE DAVID COULTER 4.3. 4A. 45. §5. 5.1. 5.2. PURCHASING “4 Purchasing (248)858-0511 |purchasing@oakgov.com County’s Obligations Upon Termination.The County’s sole obligation in the event of termination or cancellation of this Contract is for payment of the actual Deliverables provided to the County before the effective date of termination.Under no circumstances shall the Countybe 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. 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 warrantyservices and not “As-Is”);and (e)take any action to mitigate and limit any potential damages,including terminate or limit,as applicable,those subcontracts and outstanding orders for materials and supplies connected with or related to this Contract. Assumption of Subcontracts.If Contractor is in breach of this Contract and the County terminates this Contract,then the County may assume,atits option,any subcontracts and agreementsfor 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. SCOPE OF DELIVERABLES AND FINANCIAL/PAYMENT OBLIGATIONS Performance of Deliverables.Contractor shall provide all Deliverables identified in and as set forth in Exhibit IX,any Purchase Orders,or any Amendments tothis Contract. Software License(s).If Contractor requires County to comply with a software license or any other third- party terms,the software license or other third-party terms must be attached to this Contract in Exhibit VI,and the Parties shall follow the terms and conditions therein.Countyis not obligated to follow or comply with any softwarelicense or other third-party terms that are not attached to or included in this Contract.Unless specifically agreed to by County in writing,if County Agents are required to accept click through license terms or any other terms.notincluded in this Contract to access or use any of the Deliverables in this Contract,the terms and conditions of those click through licenses and other terms are without force and effect. OAKLAND COUNTY PURCHASINGRev02/24/2022 CONTRACT NUMBER 009756 Page 7 FOaxr = COUNTY MICHIGAN ,OAKLAND COUNTY EXECUTIVE DAVID COULTER 5:3. 5.4. Sede 5.6. Balls 5.8. §6. 6.1, PURCHASING .Purchasing (248)858-0511 |purchasing@oakgov.com 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.‘. Payment Obligations.Except as otherwise set forth in the Exhibits,Contractor shall submit an invoice to the County’s Contract Administrator itemizing amounts due and owing under this Contract,as of the date of the invoice,within sixty (60)days of Contractor’s performance of the Deliverableslisted in 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 reasonably requested by Purchasing.Unless otherwise set forth in the Exhibits,the Countywill pay undisputed invoices,which comply with this section (5.4),within sixty (60)days after receiving the invoice.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. 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 as soon as possible,but no later than ten (10)days before this event. County Not Obligated for Penalties/Costs/Fines.The County shall not be responsible or liable for any cost,fee,fine,penalty,or other assessment of any.kind that is incurred or suffered by Contractor in connection with or resulting from Contractor’s performance of this Contract under any circumstances. Set-Off of County Costs.If the County incurs any costs (not specified in this Contract),loss,or damage that is caused by or results from Contractor or Contractor Employees,then the County has the right to set-off those costs,loss,and/or damage from any amounts due and owing Contractor.This set-off includes,but is not limited to,withholding payment in an amount equal to the cost of any County- provided equipment,supplies,badges,or other property that are not returned by Contractor upon completion,termination,or cancellation of this Contract.County also reserves the right at any time to set-off any amounts it owes to Contractor under this Agreement against any amounts that Contractor owes to County. In-Kind Services.Unless expressly provided herein,this Contract does not authorize any in-kind services by either Party., CONTRACTOR’S WARRANTIES AND ASSURANCES 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. OAKLAND COUNTY PURCHASING Rev 02/24/2022 CONTRACT NUMBER 009756 Page 8 FOaky j= COUNTYMICHIGAN ,OAKLAND COUNTY EXECUTIVE DAVID COULTER 6.2. 6.3. 6.4. 6.5. 6.6. 6.7. 6.7.1. 6.7.2. 6.7.3: 6.7.4. PURCHASING a Purchasing ‘.(248)858-0511 |purchasing@oakgov.com 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. 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. 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 copyof the applicable grant requirements. 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. 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. Contractor Employees. Number and Qualifications of Contractor Employees.Contractor shall employ and assign qualified Contractor Employees as necessary and appropriate to perform this Contract.Contractor shall ensure all Contractor Employees have the knowledge,skill,and qualifications to perform this Contract and possess any necessary licenses,permits,certificates,and governmental authorizations as may be required by law. 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 County’s Request.Contractor shall remove a Contractor Employee performing work under this Contract at the County’s request provided that the County’s requestis 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 Employee 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 OAKLAND COUNTY PURCHASINGRev02/24/2022 CONTRACT NUMBER 009756 Page 9 FOaxr = COUNTY MICHIGAN :OAKLAND COUNTY EXECUTIVE DAVID COULTER 6.7.5. 6.7.6. 6.7.7 6.8. 6.8.1. 6.8.2. PURCHASING Purchasing ‘‘(248)858-0511 |purchasing@oakgov.com 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 Contractshall 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 Employee 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,defend,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 of have access to insurance as required by the ACA.If Contractor is subject to the ACA,Contractor warrants it offers group health coverage to Contractor Employees and their dependents that is affordable,that provides minimum essential coverage and value,and that each offer of coverage meets the timing requirements of the ACA.Contractor warrants,whether or not it is subject to the ACA,that it will pay all applicable fees,taxes,or fines,as set forth in the employer mandates of the ACA under Tax Code §4980H and related regulations for any Contractor Employee, whether the fee,tax,or fine is assessed against the Contractor or the County. Acknowledgment 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.Inno 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.; OAKLAND COUNTY PURCHASING Rev 02/24/2022 CONTRACT NUMBER 009756 Page 10 POaKand= COUNTY MICHIGAN .OAKLAND COUNTY EXECUTIVE DAVID COULTER 6.8.3. 6.8.4. 6.8.5. 6.9. 6.10. 6.11. PURCHASING Purchasing (248)858-0511 |purchasing@oakgov.com 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 EmploymentStatus.If Contractor provides Contractor Employees for staffing and/or leasing services to County,those Contractor Employees shall sign Exhibit VIII,Acknowledgement of Independent EmploymentStatus,prior to performing services for the County. 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. 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 Contractconstitutes a certification that they are authorized to certify on behalf of Contractor and do hereby certify on behalf of Contractor that the Contractor has registered with,has and will participate in,and does and will continue to utilize once registered and throughout the term of this Contract and any permissible extension hereof,the E-Verify Program (or any successor program implemented by the federal government or its departments or agencies)to verify the work authorization status of all newly hired employees employed by the Contractor.‘ 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. OAKLAND COUNTY PURCHASING Rev 02/24/2022 CONTRACT NUMBER 009756 Page 11 FOaku = MICHIGAN :OAKLAND COUNTY EXECUTIVE DAVID COULTER PURCHASING Purchasing 6.12. 6.13. 6.13.1. 6.13.2. 6.14. 6.15. 6.15.1. 6.15.2. 615.3; 6.16. i “s ,(248)858-0511 |purchasing@oakgov.com Foreign Adversary Certification.If Contractor supplies technology or equipment to County,Contractor certifies that the technology and/or equipment was not produced,assembled or manufactured by a foreign adversary,as defined,and as prohibited by the federal government. 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 Countyshall 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 localsales 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. Warrantyfor Services.Contractor warrants that all Deliverables that are services shall be performed in compliance with all applicable laws,statutes,regulations,ordinances,requirements and specifications in the Exhibits,industry best practices and care,professional standards,and in a diligent,workmanlike, and expeditious manner.Contractor acknowledges and agrees that time is of the essence for all Deliverables that are.services. Warranty for Goods.All Deliverables that are goods shall be subject to the following warranties: Warranty of Merchantability.Goods provided by Contractor pursuantto 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.Contractor acknowledges and agrees that time is of the essence for providing all Deliverables that are goods. Warranty 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. Warranty of Title.All goods conveyed to the County shall be conveyed and transferred:(a)with good title;(b)free from any security interest,lien,or encumbrance that the County did not have knowledge of when the Contract was executed;and (c)free of any rightful claim of infringement or similar claim by a third-party. ADA and Section 508 Compliance.If Contractor is providing a Deliverable that requires County Agents or the public to use a software application or to access a website,Contractor warrants that end users can utilize the software or access the website in accordance with the accessibility requirements of the ADA and the Rehabilitation Act of 1973.Contractor’s Deliverable will conform,where relevant,to level AA of the World Wide Web Consortium (W3C)Web Content Accessibility Guidelines (WCAG)2.0. Contractor may provide a description of conformance with the above-mentioned specifications by means of a completed Voluntary Product Accessibility Template for WCAG 2.0 (WCAG 2.0 VPAT)or Rev 02/24/2022 OAKLAND COUNTY PURCHASING CONTRACT NUMBER 009756 Page 12 ®Oakianv: COUNTYMICHIGAN :OAKLAND COUNTY EXECUTIVE DAVID COULTER §7. 7.1, 7.2. Teds 7.31. P32: 88. 8.1. 8.2. PURCHASING Purchasing (248)858-0511 |purchasing@oakgov.com another comparable document.Any additional compliance requirements shall be specified in the Scope of Contractor’s Deliverables Exhibit IX. LIABILITY CONTRACTOR INDEMNIFICATION.CONTRACTOR SHALL INDEMNIFY,DEFEND,AND HOLD THE COUNTY HARMLESS FROM ALLE 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.: NO INDEMNIFICATION FROM THE COUNTY.CONTRACTOR SHALL HAVE NO RIGHTS AGAINST THE COUNTY FOR INDEMNIFICATION,CONTRIBUTION,SUBROGATION,OR ANY OTHER RIGHT TO BE REIMBURSED BY THE COUNTY,EXCEPT AS EXPRESSLY PROVIDED HEREIN. COUNTY LIMITATION OF LIABILITY. COUNTY SHALL NOT BE LIABLE FOR ANY ‘CONSEQUENTIAL,INCIDENTAL,INDIRECT,REMOTE, SPECULATIVE,PUNITIVE,EXEMPLARY,LIQUIDATED,TREBLE,OR SPECIAL DAMAGES,INCLUDING,BUT NOT LIMITED TO,LOSS OF PROFIT,OPPORTUNITY,USE,REVENUE,DATA,OR GOODWILL,WHETHER BASED IN WHOLE OR IN PART IN CONTRACT,TORT,EQUITY,STRICT LIABILITY,UNDER STATUTE,OR ANY OTHER THEORY OF LIABILITY,REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR CONTEMPLATED AND EVEN IF COUNTY WAS ADVISED OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES. COUNTY SHALL NOT BE LIABLE IN CONTRACT,TORT,EQUITY,STRICT LIABILITY,UNDER STATUTE,OR ANY OTHER THEORY OF LIABILITY,FOR TOTAL AGGREGATE DAMAGES IN EXCESS OF COUNTY’S PAYMENT OBLIGATIONS TO CONTRACTOR FOR THE DELIVERABLES UNDER THIS CONTRACT. INSURANCE AND BOND REQUIREMENTS Contractor Provided Insurance.At all times during this Contract,Contractor shall obtain and maintain insurance according to the requirements listed in Exhibit |. Contractor Provided Bonds.Pursuant to Public Act 213 of 1963,ifthe Contract Not to Exceed Amount exceeds fifty thousand dollars ($50,000.00)and the Contractis for the construction,alteration,or repair of any public building or public work or improvement of the County,then the Contractor shall furnish, at its sole cost,a performance bond and a payment bond to the County,which shall become binding upon execution of the Contract.Each bond shall be in an amount fixed by the County,as set forth in Exhibit IX,but in no event shall each bond be less than 25%of the Contract Not to Exceed Amount. Rev 02/24/2022 OAKLAND COUNTY PURCHASING CONTRACT NUMBER 009756 Page 13 POs = COUNTY MICHIGAN :OAKLAND COUNTY EXECUTIVE DAVID COULTER §9. 9.1. 9.2. 9.3; 9.4. §10. 10.1. PURCHASING :Purchasing (248)858-0511 |purchasing@oakgov.com INTELLECTUAL PROPERTY Contractor Use of County 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.mi Contractor License to Use County Servicemarks.If this Contract involves the use of County servicemarks,then Contractor is granted a license to use the servicemarks subject to the terms listed in Exhibit VII.Contractor shall only usethe servicemarksas directed by the County in Exhibit VII.If Exhibit VII is not selected and attached to this Contract,Contractor shall not and has no right to use County.servicemarks. Assignmentof 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 Intelléctual Property;(b)any and.all programs,inventions,and other work or authorship developed by Contractor while providing Deliverables to the County are works made for hire,created for, and owned exclusively by the County,unless otherwise specified in the Contract;(c)Contractor assigns to the County all rights and interest in County Intellectual Property,which Contractor has made or conceived or may make and conceive,either solely or jointly with others,either on or off County premises while performing this Contract or with the use of the time,material,or facilities of the County;and (d)Contractor and its applicable Contractor Employees shall sign'any documents necessary for the County to register patents,copyrights,or trademarks with federal or state agencies.Contractor shall ensure Contractor Employees assign their rights and interests in County Intellectual Property to the County. Infringement Remedies.[f,in either Party's opinion,any of the services or Deliverables supplied by Contractor or Contractor Employees arelikely 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 rion-infringing;or (c)accept its return by County with appropriate credits to County and reimburse County for anylosses or costs incurred as a consequence of County ceasing its use and returning it."t CONFIDENTIAL INFORMATION 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 Rev 02/24/2022 OAKLAND COUNTY PURCHASING CONTRACT NUMBER 009756 Page 14 PfOaKnd= COUNTY MICHIGAN /OAKLAND COUNTY EXECUTIVE DAVID COULTER 10.2. §11. 11.1. d1.2% PURCHASING 1 Purchasing (248)858-0511 |purchasing@oakgov.com third-party not having a legitimate need to know:Contractor and Contractor Employees shall only use the Confidential Information for performanceof this Contract.Notwithstanding the foregoing,Contractor may disclose the Confidential Information,if required by law,statute,or other legal process;provided that Contractor:(a)gives the County prompt written notice of the impending disclosure;(b)provides reasonable assistance to the County in opposing or limiting the disclosure;and (c)makes only such disclosure as is compelled or required.This Contract imposes no obligation upon Contractor with respect to any Confidential Information which Contractor can establish by legally sufficient evidence:(a)was in possession of or was known by Contractor,prior to its receipt from the County,without any obligation to maintain its confidentiality;or (b)is obtained by Contractor from a third-party having the right to disclose it,without an obligation to keep such information confidential. County Confidentiality Obligations.County has no obligation to Contractor to keep confidential any information or records that are required to be disclosed by County under the Michigan Freedom of Information Act,1976 PA 442,as amended (the “FOIA”).nor shall County be obligated to inform or provide notice to Contractor regarding the disclosure of information or records that are required to be disclosed under the FOIA.Furthermore,County may disclose Confidential Information to third parties if required by law,statute,subpoena,court order,-or other legal process. COUNTY DATA.If Contractor uses or possesses County Data in the performance of this Contract,then the following provisions contained in this section apply: 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 notuse,sell, rent,transfer,distribute,or otherwise disclose or make available County Data to anythird-party,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 Unauthorized Access/Disclosure or Theft of County Data.Contractor or Contractor Employees shall notify the County’s Chief Information Officer as soon as practicable but no later than forty-eight (48)hours of “Discovery”of suspected unauthorized access,acquisition,disclosure,or theft of County Data (a “Security Breach”).“Discovery”means the first day.on which the Security Breach is known to Contractor or Contractor Employees.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 Countyin 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 (HIPAA),Exhibit II!(Pll),or Exhibit IV (CJIS),Contractor shall follow the procedures in the applicable Exhibits governing the unauthorized access/disclosure or theft of County Data. OAKLAND COUNTY PURCHASINGRev02/24/2022 CONTRACT NUMBER 009756 Page 15 POaxiand= COUNTY MICHIGAN OAKLAND COUNTY EXECUTIVE DAVID COULTER 11.3. 11.4. ILS; 11.6. §12. 12.1. 12.2. 12°3.. PURCHASING .Purchasing (248)858-0511 |purchasing@oakgov.com Storage of County Data.Contractor shall only store and process County Data at and from data centers located within the United States.Contractor shall not permit Contractor Employees to store County Data on portable devices,including,but not limited to,personal computers,tablets,laptops,and phones,exceptfor portable devices that encrypt County Data at rest,have up-to-datefirewall and antivirus protection,require multi-factor authentication to access,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 the Deliverables. Requirements for PCI Data.If Contractor possesses,stores,processes,or transmits County Data that is considered Payment Card Industry (PCI)Data by the PCI Security Standards Council,Contractor shall comply with PCI Data Security Standard (DSS)and shall provide the County with a copy of its PCI DSS Attestation of Compliance and its Certificate of Compliance with PCI Data Security Standard on or before the Effective Date.Contractor warrants that it will keep its Certification of Compliance with PCI Data Security Standard current and will provide evidence that the Certification of Compliance is current to County upon request. Response to Legal Request for County Data.If the Countyreceives 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. 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 that was provided to Contractor by County in a mutually agreeable format in a prompt and orderly manner or provide for the secure disposal of County Data as directed by County. INFORMATION TECHNOLOGY STANDARDS.If Contractor provides a technology application or requires the use of the Internet to access a Deliverable,the following sections apply: County Standards.If Contractor and Contractor Employees that will be given access to the County Network,Contractor and Contractor Employees shall comply with the County Electronic Communications and Use of Technology'Policy.| Implementation of Security Measures.Contractor shall implement and maintain appropriate administrative,technical,and organizational security measures to safeguard against unauthorized access to the County Network and County Data.Such measures shall be in accordance with security industry best practice and not less stringent than the measures Contractor applies to protect its own data of a similar kind. Completion of County Security Questionnaire.Contractor warrants it has completed the County’s security questionnaire.Each year,prior to the anniversary date of this Contract,and upon receipt of the County’s security questionnaire,Contractor shall promptly provide the County with the answers to the County’s security questionnaire.: OAKLAND COUNTY PURCHASING Rev 02/24/2022 CONTRACT NUMBER 009756 Page 16 POs af ‘@ COUNTY MICHIGAN OAKLAND COUNTY EXECUTIVE DAVID COULTER §13. 13.1, 13.2. 13.3: 13.4. 13.5. 13.6. 13.7. PURCHASING :Purchasing (248)858-0511 |purchasing@oakgov.com GENERAL TERMS AND CONDITIONS Access to County Property or Facilities.As set forth in this Contract,Contractor has access to and the right to use County property and facilities necessary to perform this Contract.Unless otherwise 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. Signs on County Propertyor 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,successor,or designee., Use of County Property or Facilities.While performing this Contract,Contractor shall keep County property or facilities,and anything stored thereon in a clean,safe,sanitary,responsible,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. 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 may,at County’s sole discretion,dispose of the personal property and bill Contractor for any costs associated with the removal and disposal or keep,have all rights to,and be the owner of the personal property.: Damage to County Property or Facilities.Contractor shall be responsible for any damage to any County property or a.facility that is caused by Contractor or Contractor Employees.If damage occurs, the County shall make the necessary repairs and/or replacements or cause a third-party to make the necessary repairs or replacements,provided,however,that Contractor shall reimburse the County for all costs associated with repairing and/or replacing the damaged property or facilities.Without limiting any of County’s other setoff rights in this Contract,County has the right to set-off those costs and/or damages from any amounts due and owing Contractor. Damage to Contractor’s Property.Contractor shall be solely liable and responsible for any loss or damage to Contractor's personal property located,kept,or stored on or at County property or facilities during performance of this Contract.: County’s Right to Suspend Contract Performance.Upon written notice,the County may require Contractor to suspend performance of this Contract ifContractor has failed to comply with any 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. OAKLAND COUNTY PURCHASING Rev 02/24/2022 CONTRACT NUMBER 009756 Page 17 §Oaxnd= MICHIGAN OAKLAND COUNTY EXECUTIVE DAVID COULTER PURCHASING ,Purchasing 13.8. 13.9. 13.10. 13.11. 13.12. 13.12.1. (248)858-0511 |purchasing@oakgov.com 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 employmentregardless of race,color,religion,sex,sexual orientation,gender identity or expression,national origin,age,genetic information,height,weight,disability,veteran status,familial status,marital status or any other reason,that is unrelated to the person's ability to perform the duties of a particular job or position,in accordance with applicable federal and state laws. Conflict of Interest.Pursuant to Public Act 317 and 318 of 1968,as amended (MCL 15.301,et seq.and MCL 15.321,et seq.),no contracts shall be entered into between the County and any County Agent.To avoid any real or perceived conflict of interest,Contractor shall disclose to the County the identityof all Contractor Employees and all Family Members 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 Agentsand all Family Members of County Agents who:a)are employed by Contractor on the date the Contractis executed;and b)become employed by Contractor during the term of the Contract.For the purposes of this section,“Family Member”means a person's spouse or spouse's sibling or child;a person's sibling or sibling's spouse or child;a person's child or child's spouse;or a person's parent or parent's spouse,and includes these relationships as created by adoption,marriage,or law. Access and Records.Contractor will maintain accurate books and records in connection with performance of this Contractfor 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. 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 Countywithin 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. Assignments/Delegations/Subcontracts. Prior Written Consent Required.Except by operation of law,neither Party may assign,delegate,or subcontractany 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 OAKLAND COUNTY PURCHASINGRev02/24/2022 CONTRACT NUMBER 009756 Page 18 §Oaxtand= 2 MICHIGAN OAKLAND COUNTY EXECUTIVE DAVID COULTER PURCHASING :Purchasing 13.12.2. 13.12.3. 13.12.4. 13.13. 13.14. 13.14.1. (248)858-0511 |purchasing@oakgov.com 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 subcontractshall in no way diminish or impair performance of any term or condition of this Contract. Contractor Responsibility for Assigns/Delegates/Subcontractors.If Contractor assigns,delegates,or subcontracts this Contract,in whole or in part,Contractor shall remain the sole point of contact regarding all matters under this Contract and shall remain liable for performance of this Contract. Contractor is solely responsible for the management of assignees,delegees,and subcontractors. 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.. Non-Exclusive Contract.This Contract is a non-exclusive agreement.No provision in this Contractlimits 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 anyfixed or certain number of Deliverables. 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 5.Scope of Deliverables and Financial/Payment Obligations,Section 6.Contractor’s Warranties and Assurances, Section 7.Liability,Section 8.Insurance and Bond Requirements,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 Il: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. OAKLAND COUNTY PURCHASING Rev 02/24/2022 CONTRACT NUMBER 009756 Page 19 §fOakand= COUNTY MICHIGAN OAKLAND COUNTY EXECUTIVE DAVID COULTER PURCHASING 13.15. 13.16. 13.17. 13.18. 13.18.1. 13.18.2. 13.18.3. 13.19. 13.20. Purchasing (248)858-0511 |purchasing@oakgov.com 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. Compliance with Laws.Contractor shall comply with all federal,state,and local laws,statutes, ordinances,regulations,executive orders,insurance policy requirements,and requirements applicable to its activities under this Contract.Contractor shall comply with all applicable laws and regulations related to the import,export,re-export,transfer,shipping,sale,re-sale,and/or use of goods,services, information,data,and equipment involving or related to this Contract. Force Majeure.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 notlimited 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. 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;.ar (d)the next Business Day with a written response or 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. 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.‘ 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 ofthe 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. 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 OAKLAND COUNTY PURCHASING Rev 02/24/2022 CONTRACT NUMBER 009756 Page 20 ®Oakand= COUNTY MICHIGAN OAKLAND COUNTY EXECUTIVE DAVID COULTER PURCHASING 3 Purchasing 13.21. 13.22. 13.23. 13.24. 13.25. (248)858-0511 |purchasing@oakgov.com as a continuing waiver of any term or condition of this Contract.No waiver by either Party shall subsequently affectits right to require strict performance of this Contract. 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. Severability.If a court of competent jurisdiction finds a term or condition of this Contractto 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.‘ 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.‘ Governing Laws/Consent to Jurisdiction and Venue.This Contract shall be governed,interpreted,and enforced by the laws of the State of Michigan,excluding Michigan’s conflict of law principles.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 50"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. Entire Contract.This Contract represents the entire agreement and understanding between the Parties.This Contract supersedes all other prior'oral or written understandings,communications, agreements,or contracts between the Parties.The language of this Contract shall be construed as a whole according to its fair meaning and not construed strictly for or against any Party. OAKLAND COUNTY PURCHASING Rev 02/24/2022 CONTRACT NUMBER 009756 Page 21 COUNTY MICHIGAN OAKLAND COUNTY EXECUTIVE DAVID COULTER PURCHASING .Purchasing (248)858-0511 |purchasing@oakgov.com EXHIBIT | CONTRACTOR INSURANCE REQUIREMENTS During this Contract,the Contractor shall provide and maintain,at Contractor’s own expense,all insurance as set forth and marked below,protecting the County against any Claims,as defined in this Contract.The insurance shall be written for not less than any minimum coverage herein specified.Limits of insurance required in no way limit the liability of the Contractor. Primary Coverages Commercial General Liability Occurrence Form including:(a)Premises and Operations;(b)Products and Completed Operations (including On and Off Premises Coverage);(c)Personal and Advertising Injury;(d)Broad Form Property Damage;(e)Broad Form Contractual including coverage for obligations assumed in this Contract; $1,000,000 —Each Occurrence Limit $1,000,000 —Personal &Advertising Injury $2,000,000 —Products &Completed Operations Aggregate Limit $2,000,000 —General Aggregate Limit S 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 for each accident,$500,000 for a disease for each employee, and $500,000 for a disease policy limit.Contractor must comply with one of the following: 1.Bea Fully Insured or State approved self-insurer; 2.Sole Proprietors must submit a signed Sole Proprietor form;or 3.Exempt entities,Partnerships,LLC,etc.,must submit a State of Michigan form WC-337 Certificate of Exemption. Evidence of workers’compensation insurance is not necessary if neither Contractor nor any Contractor Employees come onsite to any County real property,land,premises,buildings,or other facilities in the performance ofthis Contract. OAKLAND COUNTY PURCHASING Rev 02/24/2022 CONTRACT NUMBER 009756 Page 22 COUNTY MICHIGAN :OAKLAND COUNTY EXECUTIVE DAVID COULTER PURCHASING /Purchasing (248)858-0511 |purchasing@oakgov.com 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.This coverage shall be in excess of the scheduled underlying General Liability,Automobile Liability,and Employer's Liability Insurance policies with exclusions that are not broader than those contained in the underlying policies. This Umbrella/Excess requirement may be met by,increasing the primary Commercial General Liability limits to meet the combined limit requirement. Supplemental Coverages.The following supplemental coverages are required if selected (checked): 1.Professional Liability/Errors &Omissions Insurance (i.e.,Consultants,Technology Vendors,Architects, Engineers,Real Estate Agents,Insurance Agents,Attorneys,etc.)with minimum limits of $1,000,000 per claim and $1,000,000 aggregate. 2.LE Cyber Liability Insurance with minimum limits of $1,000,000 per claim and $1,000,000 aggregate. 3.[&Sexual or Physical Abuse Molestation Insurance with minimum limits of $1,000,000 per each abusive conduct limit and $3,000,000 aggregate.. 4.[&Crime Coverage Employee Dishonesty with limit of $500,000. 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 OAKLAND COUNTY PURCHASING Rev 02/24/2022 CONTRACT NUMBER 009756 Page 23 POaxand=||COUNTYMICHIGAN OAKLAND COUNTY EXECUTIVE DAVID COULTER PURCHASING Purchasing :(248)858-0511 |purchasing@oakgov.com endorsed to provide a written waiver of subrogation in favor of the County; 3.Any and all deductibles or self-insured retentions shall be assumed by and be at the sole risk of the Contractor; 4.Contractor 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.Ifthe Contractor’s insurance policies have higher limits than the minimum coverage requirementsstated 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 prior to the County’s execution of the Contract and must bear evidence of all required terms,conditions and endorsements;and provide thirty (30)days’written notice of cancellation/material change endorsement to the insurance coverages required by this Exhibit. 9.Allinsurance 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. OAKLAND,COUNTY PURCHASINGRev02/24/2022 : CONTRACT NUMBER 009756 Page 24 OaKiand=|COUNTY MICHIGAN ‘.OAKLAND COUNTY EXECUTIVE DAVID COULTER PURCHASING Purchasing ,(248)858-0511 |purchasing@oakgov.com *EXHIBIT III REQUIREMENTS FOR CONTRACTORS WITH ACCESS TO COUNTY PIl (Personally Identifiable Information) Exhibit Ill governs the requirements for Contractors with Access to Personally Identifiable Information (Pll). 1.DEFINITIONS 1.1 Security Breach means the unauthorized access,acquisition,theft,or disclosure of PI. 1.2 Pil (Personally Identifiable Information)means information that can be used to identify an individual, either alone or when combined with other personal or identifying information.Pll includes,but is not limited to,a name,number,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,or other information that is used for the purpose ofidentifying a specific person or providing access to a person's financial accounts. 2.OBLIGATIONS 2.1 Contractor shall not use or disclose Pll other than ‘as permitted or required by this Contract or as required by law. 22 Contractor shall implement administrative,physical,and technical safeguards (including written policies and procedures)that reasonably and appropriately protect the confidentiality,integrity,and availability of Pll that it creates,receives,maintains or transmits on behalf af the County. 2.3 Contractor shall mitigate,to the extent practicable,any harmful effect known to Contractor of the use or disclosure of Pll in violation of law or this Contract. 2.4 If Contractor or Contractor Employees discover a Security Breach,Contractor shall notify the County without unreasonable delay,but no later than within forty-eight (48)hours of discovery.For this OAKLAND COUNTY PURCHASING Rev 02/24/2022 ‘ CONTRACT NUMBER 009756 Page 25 Oe = COUNTY MICHIGAN ‘:OAKLAND COUNTY EXECUTIVE DAVID COULTER 2.5 2.6 PURCHASING Purchasing :(248)858-0511 |purchasing@oakgov.com purpose,“discovery”means the first day on which the Security Breach is known to Contractor or Contractor Employees.The notification to the Countyshall 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;(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. 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 Pll 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 Countyin 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. Within ten (10)calendar days of its discovery of the Security Breach,Contractor shall provide the County with a detailed plan describing the measures Contractor will undertake to prevent a future Security Breach.The County shall have the right to audit,inspect and test Contractor’s new safeguards put in place because of the Security Breach.Contractor shall be responsible for recreating lost County Data in the manner and on the schedule set by the County without charge to the County. Rev 02/24/2022 OAKLAND COUNTY PURCHASING CONTRACT NUMBER 009756 Page 26 Od =COUNTYMICHIGAN :OAKLAND COUNTY EXECUTIVE DAVID COULTER PURCHASING Purchasing (248)858-0511 |purchasing@oakgov.com "EXHIBIT VII LICENSE FOR USE OF COUNTY SERVICEMARK County grants to Contractor the non-exclusive right to use its Servicemark (hereinafter “Mark”),described and listed in the Servicemark Guidelines (below),for programs and activities that are directly related to the Deliverables and governmental services provided by Oakland County. The Mark maybe used on:(Applicable if Checked): Printed materials &Electronic materials &Contractor’s website:www.map-mi.org 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 nottake any action that will interfere with County’s rights in the Mark: The County may terminate Contractor’s rights under this Exhibit,if County notifies Contractor it has breached the terms of this Exhibit and Contractor fails to cure the breach within ten (10)business days of notice of breach.Following termination of this Exhibit,Contractor shall have ten (10)business days to remove the Mark from the materials and/or website authorized for use above.Contractor shall provide County with written confirmation that such actions have been taken.Upon termination of the Contract,Contractor shall cease all use of the Mark. OAKLAND COUNTY PURCHASING Rev 02/24/2022 ,CONTRACT NUMBER 009756 Page 27 OAKLAND COUNTY EXECUTIVE DAVID COULTER Purchasing (248)858-0511 |purchasing@oakgov.com GOK COUNTY MICHIGAN PURCHASING Servicemark Guidelines The Guidelines for proper use of'the Mark provided to the Contractor are as follows: tEll.om GOak:= COUNTY MICHIGAN BOARD OF COMMISSIONERS ® “ul OAKLAND COUNTY PURCHASING Rev 02/24/2022 '. CONTRACT NUMBER 009756 Page 28 §Oakiand=:TOUNTY MICHIGAN .OAKLAND COUNTY EXECUTIVE DAVID COULTER PURCHASING Purchasing (248)858-0511 |purchasing@oakgov.com OAKLAND COUNTY,MICHIGAN LOGO BRAND STANDARDS PRIMARY LOGO BRAND COLORS Qakland County has two logos that can be used ~The primary Oakland County logos use the following interchangeably.Use the Horizontal Two Trees logo brand colors. as your default choice.This is our primary logo.The Stacked Logo can be used whenever space or size is a consideration in your publication.Either jogo is .acre acceptable for all Oakland County publications.‘Tae However,only one style of logo may be used per Elen Rien publication.For instance,if you have the horizontal 7 od Pre} logo on the front of a publication,you can’:use thestackedlogoelsewhereinthedocument. Pick one logo style for each publication and use it it throughout,do not mixed styles,.Accent colors for the brand are pulled from two other major servicemarks for.Oakland County.These colors HORIZONTAL “TWO TREES”LOGO may be used as secondary colors in publications. ®Oakiand=AKYaNe STACKED Loco. .A-prescribed amount of space around the lago must be maintained atall times.OUNTY REREGENS ''POax | Logos should appear in full color when used ina |||MICHIGAN || full color design,whenever possible.However,if the hb,Ses tas asdpublicationrequiresasinglecolerversionofthelogo.koe ee IN ee chooseeitherall-black or all-white.No other color is acceptable.'Qu ESTI ON tS For questionsor clarification on these brand standards,please contact: Pam Tremble Graphic Designer County Executive Administration (248)858-8964 |tremblepGoakgov.com \vere Adobe Swatch Exchange‘McEEE The cIficial ase fie in avalable upon request Do notprovide copies to a third-party of any artwork provided to you by County and referenced in this Exhibit without the express consent of County. OAKLAND COUNTY PURCHASING Rev 02/24/2022 :CONTRACT NUMBER 009756 Page 29 COUNTYMICHIGAN .OAKLAND COUNTY EXECUTIVE DAVID COULTER PURCHASING Purchasing (248)858-0511 |purchasing@oakgov.com -EXHIBIT VII ACKNOWLEDGEMENT OF INDEPENDENT EMPLOYMENT STATUS I;,acknowledge.that |am an employee or subcontractor of (Name of Contractor’s Company):‘ hereinafter “Company”)under Contract #:‘and e Atall times during my assignment at Oakland County,|will remain an employee or subcontractor of the Company e lam not an employee of Oakland County;and, e |may not represent myself as an employee of.Oakland County. |understand that: e Company is responsible for establishing the conditions of my assignment to Oakland County;and e Company is solely responsible for compensating me for my services;and e lunderstand and agree that as an employee or subcontractor of Company,|am noteligible 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 |am a retired County employee,|may receive vested post-employment benefits Such as retiree healthcare and pension benefits from Oakland County. |understand that the post-retirement benefits |receive from the County cannot be enhanced by my work for the aboveContractor.: l acknowledge that: e [have no copyright,patent,trademark or trade secret rights to any Oakland County Intellectual Property or any work developed by me while providing services to Oakland County;and, e If |will be given access to the County Network;|will comply with the Oakland County Electronic Communications and Use of Technology Policy. e |will comply with and sign the FBI Criminal Justice Information Services Security Addendum if |will have access to CJIS Data.; Signed:i Date: OAKLAND COUNTY PURCHASING Rev 02/24/2022 8 CONTRACT NUMBER 009756 Page 30 MICHIGAN OAKLAND COUNTY EXECUTIVE DAVID COULTER PURCHASING ‘:Purchasing (248)858-0511 |purchasing@oakgov.com Print Name: Witness:Date: Print Name: *Contractor or Contractor Employee must provide a copy of completed form to the Purchasing Division at Purchasing@oakgov.com to.receive a CountyIdentification badge. OAKLAND COUNTY PURCHASING CONTRACT NUMBER 009756 Page 31 Rev 02/24/2022 FOak = COUNTY MICHIGAN i PURCHASING 1. 131, 1.2; 1.3. 1.4. 2. 2: _EXHIBIT IX SCOPE OF CONTRACTOR DELIVERABLES/FINANCIAL OBLIGATIONS FOR THE SURVIVOR To THRIVER PROGRAM Project Background and Description This idea for the Survivor to Thriver Project originated from a victim advocate case manager due to her hands-on experience working with survivors of human trafficking.A gap in services was identified, demonstrating a lack of survivor resources to assist in moving beyond physiological and safety needs in the community (Maslow’s Hierarchy of Needs,1943).The Survivor to Thriver idea was presented to the Oakland County Human Trafficking Task Force (OCHTTF)in August 2021County.The project conceptis to create a process that provides resources that would help meet the needs identified by agencies experiencing a service gap for survivors. The initiative invites survivors,through their anti-trafficking agencies,to request funding for items or experiences for themselves (and their children)to help the survivors fulfill the remaining needs,such as belonging,love,esteem,and self-actualization.The County,the Michigan Abolitionist Project (also referred to herein as “MAP”),and Vista Maria (“also referred to herein as “VM”)are partnering to conduct a pilot project that will launch a unique “fill the gaps”resource for survivors of human trafficking within the community (which may be referred to as the “Pilot,”“Project,”or “Program”). MAP and VM may be referred to collectively as “Contractor.”When the term “Contractor”is used, MAP and VM are jointly and severally responsible for any described duties and obligations attributable to Contractor.County,VM,and MAP may be referred to collectively as the “Parties”and individually as a “Party.” Agencies serving human trafficking survivors,who are identified by the Project Team (defined below), will be invited to apply to be a recipient of the Survivor to Thriver fund.Once an agency is approved, their designated staff members can make individualized requests on behalf of the survivors they serve., This exhibit will describe the pilot as well as the duties and obligations of the Parties. PROJECT TEAM.THE “PROJECT TEAM”SHALL CONSIST OF THE FOLLOWING FIVE (5)PEOPLE: Members:A Countyrepresentative,one représentative from Contractor,and three (3)membersof the OCHTTF that are selected by the OCHTTF and are not Contractor Employees. OAKLAND COUNTY PURCHASING Rev 02/24/2022 CONTRACT NUMBER 009756 Page 32 OAKLAND COUNTY EXECUTIVE DAVID COULTER Purchasing (248)858-0511 |purchasing@oakgov.com POakiand=COUNTY MICHIGAN OAKLAND COUNTY EXECUTIVE DAVID COULTER PURCHASING Purchasing (248)858-0511 |purchasing@oakgov.com 3.PROJECT PILOT SCOPE 3.1.The Pilot is expected to be conducted over a 12-month period beginning in 2022 in accordance with the Effective and Expiration Dates provided in this Contract.A subset of four to six agencies within Oakland County that provide comprehensive services to human trafficking survivors will be invited to participate in the Pilot.Survivor to Thriver funds that are approved by the Project Team to be granted to an organization will be provided to their clients who are survivors of human trafficking. 3.2.MAP will work with the Project Team to finalize the agency application and the request process.MAP will serve as the receiver,holder,distributor,and fiduciary of the Survivor to Thriver funds. 3.3.The Pilot is considered successful when over the 12-month time period the project has fulfilled an average of 3 requests per month,reaching at least 6 individual survivors,and received enough funding to support the fulfilled requests., 4.PROJECT REQUIREMENTS 4.1.Survivors served by this Project should -be under the care of a qualified service provider who is meeting the basic needs of the survivor (i.e.housing,food,clothing,health). 4.2.Agencies invited to participate in this Pilot will only be considered from those social service or residential facilities who are servicing human trafficking survivors in Oakland County. 4.3.The invited agency’s CEO,Director,or Authorized person must approve the organization’s application to participate in the Survivor to Thriver Project, 4.4.As fiscal sponsor of the Pilot,Contractor will provide fiduciary oversight,financial management,and other administrative services to operate and help build the capacity of Survivor to Thriver Project. 4.5.Near the completion of the Pilot,the Project Team will review progress,lessons learned,and other details of the project to make the next-steps recommendation to the County. 5.IMPLEMENTATION PLAN:GOALS AND TIMELINE 5.1.PROJECT MILESTONES.Contractor must use best efforts to complete the below Project milestones by the corresponding timeframes:‘ 5.1.1.Contract Approval by end of May 2022. 5.1.2.Complete the website,online forms,and documentation by end of August 2022. OAKLAND COUNTY PURCHASINGRev02/24/2022 CONTRACT NUMBER 009756 Page 33 FOaku PURCHASING 5,13; 5.1.4. 5.1.5: aCOUNTYMICHIGAN OAKLAND COUNTY EXECUTIVE DAVID COULTER Purchasing (248)858-0511 |purchasing@oakgov.com The Project Launch must start by end of May 2022. The Project will be in operation and production during July 2022 —April 2023 The Evaluation (Lessons Learned and next steps)will happen in May-June 2023 6.DELIVERABLES.Contractor shall perform,provide,and comply with all of the following: 6.1.CREATE PROCESS AND SUPPORTING DOCUMENTATION: 6.1.1. 6.1.2. 6.1.3. 6.1.4. 6.1.5. Document process with roles and responsibilities defined that includes timely processing of requests and turnaround time.: Documentguidelines that describe the project and scope. Online application for organizations to apply. The request application and process.. Create a menu of possible personal or professional development offerings that are included in the scope of items and experiences that could be provided to survivors:such as yoga class, etc., 6.2.DEVELOP INFRASTRUCTURE NEEDED TO SUPPORT THE PILOT: 6.2.1. 6.2.2. Webpage that makes available the project description,the guidelines,and the online application.. Create a database (tool)to manage partners (could start with simple excel). 6.3.FUNDING AND FINANCIAL MANAGEMENT: 6.3.1. 6.3.2. 6.3.3. Contractor will use best efforts to solicit donations and fundraise a minimum of Eleven Thousand Seven Hundred Fifty Dollars ($11,750.00)from private donors for the Project to spend on the items and experiences for the applicable survivors. Contractor will use best efforts to spend the donations raised for the Project by the Contract Expiration Date.Should a surplus of donated funds exist at the Contract Expiration Date, Contractor shall redirect unspent donation funds to its programs and work in anti-human trafficking or survivor-based services in accordance with Contractor policies and the representations that it made to the donors. Contractor will ensure a secure process to accept,track,distribute,and report on donations. 6.4.MEASURES: Rev 02/24/2022 OAKLAND COUNTY PURCHASING CONTRACT NUMBER 009756 Page 34 POaxn =COUNTYMICHIGAN OAKLAND COUNTY EXECUTIVE DAVID COULTER PURCHASING 4 .Purchasing (248)858-0511 |purchasing@oakgov.com 6.4.1.Develop necessary controls and metrics to track effectiveness and ensure project quality/integrity.‘: 6.4.2.Provide regular progress reports to Project Team/County. 7.Communication Plan.The Project communication plan is provided in the below table: Reason Activity Audience Timing -Responsible Comments Invite partners Email or phone Potential Atprogram _MAP (orProject Email invite or letter, call,provide link Partners launch,follow up Team when followed by phone call to online form (|asneeded appropriate)where needed Website Publish Public (or Program startup MAP those with link), Survivor to Progress Project Team Monthly MAP Includes financial Thriver Project reports and County .reports &project Status Reports /metrics Donation Email,verbal,Potential Ongoing ‘MAP,Project Outreacheffort to fund requests orwritten donors or Team,County project sponsors : Lessons Written report Project Team End.of Project MAP Project team &County Learned,next .feedback incorporated steps Next step Meeting agenda County Near end of __|Project Team To make recommendations topic t project recommendations regarding the future of Survivorto Thriver 8.Contractor Project Budget’ 8.1.Contractor Fundraising Target. 8.1.1.Contractor will use best efforts to solicit and fundraise a minimum of Eleven Thousand Seven Hundred Fifty Dollars ($11,750.00)from private donors for the Project to spend on the items and experiences for the applicable survivors.For the avoidance of doubt,the donations that Contractor receives from private donorsfor OAKLAND COUNTY PURCHASING Rev 02/24/2022 CONTRACT NUMBER 009756 Page 35 LONG COUNTYMICHIGANMICHIGAN PURCHASING OAKLAND COUNTY EXECUTIVE DAVID COULTER Purchasing (248)858-0511 |purchasing@oakgov.com the Projectis not the administrative fee that County will pay Contractor to administer the Project. 8.1.1.1.*Contractor expects 36 to 44 requests from survivorsfor the following types of items and experiences:personal wellness classes,personal care activities,6 life or work coach sessions,family entertainment (zoo,movies, plays),school/class supplies. 8.2.County PaymentObligations to Contractor. 8.2.1. County will pay Contractor a total of Ten Thousand Nine Hundred Dollars ($10,900.00)to administer and operate the Project.Contractor will invoice County in four (4)installments in the amount of Two Thousand Seven Hundred and Twenty-Five Dollars ($2,725.00)as follows: 8.2.1.1. 8.2.1.2. 82.1.3. 8.2.1.4. 8.2.2. The first installment invoice will be sent to Countyat three (3)months from the Effective Date; The second installment invoice will be sent to County at six (6)months from the Effective Date;‘ :The third installment invoice will be sent to Countyat nine (9)months from the Effective Date; The forth installment invoice will be sent to County at twelve (12)months from the Effective Date.. . Contractor’s obligations to administer and operate the Project will include the *following:20 hours development(website,online forms,etc.)2/hr.week 9.Parties and Obligations (reporting,oversight,tracking)$3,850.Audit Staff:2 hrs./month $1,080, Ongoing administration (funding and processing):4 hours/week $5,200 (wages plus taxes)Email support for non-urgent /critical issues to support@shelterbuddy.com. 9.1.The Roles and Responsibilities of the Parties are as follows: Rev 02/24/2022 OAKLAND COUNTY PURCHASING CONTRACT NUMBER 009756 Page 36 ®OaaNnd=COUNTY MICHIGAN PURCHASING OAKLAND COUNTY EXECUTIVE DAVID COULTER Purchasing (248)858-0511 |purchasing@oakgov.com Vista Maria/MAP County /Project Team Secure a sponsor for seed money '|Encourage donations to the program Financial Management Review and approvefinancial reports Identify,Invite and enlist organization (contact and process applications) Approve the pilot organizations invited to participate Create process and supporting documentation (process,forms, guidelines,etc.) _|Review and approve process and supporting documentation Create webpage and unique URL Review and approve webpage and URL Process Requests Assist in approvals if needed Provide regular Status Reports ,|Review and approve Status Reports Lessons learned and next steps Provide feedback to lessons learned and next steps report 10.Contractor Compliance Reports 10.1.Contractor will provide the County with quarterly reports that contain financial and performance information and metrics as determined by the Project Team. 11.Evaluation 11.1.Near the end/close of the year-long Pilot,Contractor will facilitate a lessons learned /next steps discussion with the project team and County.Outcomes of this session will be documented by Contractor. 12.Transition Plan and Next Steps 12.1.After completion of the Project,the County and/or Project Team will review the lessons learned, propose next steps,and the Project Team’s recommendation. Rev 02/24/2022 OAKLAND COUNTY PURCHASING CONTRACT NUMBER 009756 Page 37_