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AGENDA ITEM: Contract Extension of BS&A Software Contact #008301
COMMITTEE MEETING: Board of Commissioners
DATE: Thursday, September 29, 2022 12:58 PM - Click to View Agenda
ITEM SUMMARY SHEET
DEPARTMENT SPONSORED BY
Information Technology Gwen Markham
INTRODUCTION AND BACKGROUND
About BS&A:
BS&A is the leading provider of Tax & Assessing systems in the State of Michigan. No other
systems are approved by the State for use in Michigan. Oakland County utilizes the BS&A
system for statutory County functions and provides it as a service to 51 of the Oakland
County CVT’s. Leveraging a county wide system not only streamlines the business functions
of the County departments, but it also achieves savings through software volume discounts
and reduced software support cost.
How BS&A is used at Oakland County:
The Oakland County BS&A Tax and Assessing system is the sole repository for over 80% of
the County’s CVT tax and assessing data. Data from this system is used to apply market
value to county parcels and forecast gains or losses in taxable value. This information is
critical to budgeting for the county and is one of the most reliable sources for projecting tax
revenue.
Oakland County started using the BS&A Platform in 2004, and IT continues to keep the
system up to date for the County and CVT end users, applying patches and upgrades as
they become available.
Future of BS&A at Oakland County:
BS&A is the County’s strategic platform for the management of Tax & Assessing data in
Oakland and the 51 CVTs. As the only approved platform in the State of Michigan, the
County plans to continue maintaining the platform.
POLICY ANALYSIS
The Board of Commissioners, pursuant to Miscellaneous Resolution #04052 and Miscellaneous
Resolution #12190 authorized the BS&A .NET Upgrade Major Project to implement the Tax and
Assessing Software from BS and A Software; and
The current contract with BS and A Software expires on 10/31/2022 and the Departments of
Information Technology and Purchasing have negotiated a new 5-year contract for Support and
Maintenance at an estimated total cost of $681,000; and
The Purchasing Terms and Conditions state in Section 2400.6 Duration of Contracts and under
Procedure states “The Board of Commissioners shall approve contracts beyond five years”.
BUDGET AMENDMENT REQUIRED: No
Committee members can contact Michael Andrews, Policy and Fiscal Analysis Supervisor at
248.858.5115 (office) or andrewsmb@oakgov.com, or the department contact persons listed for
additional information.
CONTACT
Mike Timm, Director Information Technology timmmr@oakgov.com
ITEM REVIEW TRACKING
Gwen Markham, Created -
Kristine Powers,
Aaron Snover,
Monica Tinsley,
Diana McBroom,
Solon Phillips,
Sheryl Johnson,
Aaron Snover,
Michael Keys,
Gwen Markham,
AGENDA DEADLINE: 10/09/2022 12:58 PM
COMMITTEE TRACKING
2022-09-14 Finance - Recommend to Board
2022-09-29 Full Board - Approve
ATTACHMENTS
1. 08.25.22 draft- BSA Contract
2. 005248_CO_01
3. 005248_CO_02
4. 005248_CO_03
5. 005248_CO_04
6. 005248_CO_05
7. BS&A
8. BS_and_A_Software contract 5248
September 29, 2022
REPORT
2022-2021
Contract Extension of BS&A Software Contact #008301
Sponsored By:
Gwen Markham, Commissioner
Chairperson, the Board of Commissioners recommends the following Board action:
Resolved, Motion to approve the 5-year contract extension with BS and A Software through October
31, 2027; further that a budget amendment is not required as there is sufficient funding within
Information Technology’s FY 2023 – FY 2025 operating budget to cover the cost of the expenditure.
Chairperson, the following Commissioners recommend the adoption of the foregoing Board action:
Gwen Markham.
COMMITTEE TRACKING
2022-09-14 Finance - Recommend to Board
2022-09-29 Full Board - Approve
VOTE TRACKING - Board of Commissioners
Motioned by: Commissioner Michael Gingell
Seconded by: Commissioner Gary McGillivray
Yes: David Woodward, Michael Gingell, Michael Spisz, Karen Joliat, Kristen Nelson, Eileen Kowall,
Christine Long, Philip Weipert, Gwen Markham, Angela Powell, Thomas Kuhn, Chuck Moss, Marcia
Gershenson, William Miller III, Yolanda Smith Charles, Charles Cavell, Penny Luebs, Janet Jackson, Gary
McGillivray, Robert Hoffman (20)
No: None (0)
Abstain: None (0)
Absent: (0)
Passed
ATTACHMENTS
1. 08.25.22 draft- BSA Contract
2. 005248_CO_01
3. 005248_CO_02
4. 005248_CO_03
5. 005248_CO_04
6. 005248_CO_05
7. BS&A
8. BS_and_A_Software contract 5248
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 005248
Page 1
Rev 2016/07/01(v3)
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
Buyer: RLB CONTRACT NUMBER: 005248 Event # NPC436
CONTRACT between the COUNTY OF OAKLAND and CONTRACTOR
The Parties agree to the attached terms and conditions:
FOR THE CONTRACTOR:
SIGN:
FOR THE COUNTY:
Not To Exceed Amount: $Effective Date: 11/1/2022 Expiration Date: 7
Contract
Description:
Software - Appraisal - P
Contractor
Information:
Contract
Administrator:
BS and A Software
14965 Abbey Lane
Bath, MI 48808
Vendor No: 390
Compliance Office
Purchasing Information:
Contract Administrator
Oakland County Using Department:
Michael Timm
Director Information Technology
1200 North Telegraph Road
Waterford MI 48341
248-858-0857
timmmr@oakgov.com
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 005248
Page 2
Rev 2016/07/01(v3)
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
SIGN: SIGN:
Contract Administrator Pamela L. Weipert, CPA, CIA, Compliance Officer
or
Scott N. Guzzy, CPPO, MBA, Purchasing Admin
aec
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 005248
Page 3
Rev 2016/07/01(v3)
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
This Contract is organized and divided into the following Sections for the convenience of the Parties.
Section 1. Contract Definitions
Section 2. Contract Term and Renewal
Section 3. Contract Administration and Amendments
Section 4. Contract Termination
Section 5. Scope of Deliverables and Financial/Payment Obligations
Section 6. Contractor’s Warranties and Assurances
Section 7. Liability
Section 8. Contractor Provided Insurance
Section 9. Intellectual Property and Confidentiality
Section 10. General Terms and Conditions
§1.CONTRACT DEFINITIONS
The following words when printed with the first letter capitalized shall be defined and interpreted as
follows, whether used in the singular or plural, nominative or possessive case, and with or without
quotation marks:
1.1.“Amendment” means any change, clarification, or modification to this Contract.
1.2.“Business Day” means Monday through Friday from 8:00 a.m. to 5:00 p.m., excluding County designated
holidays.
1.3.“Claims” means any loss; complaint; demand for relief or damages; lawsuit; cause of action; proceeding;
judgment; penalty; costs or other liability of any kind which is imposed on, incurred by, or asserted
against the County or for which the County may become legally or contractually obligated to pay or
defend against, whether commenced or threatened, including, but not limited to, reimbursement for
reasonable attorney fees, mediation, facilitation, arbitration fees, witness fees, court costs, investigation
expenses, litigation expenses, or amounts paid in settlement.
1.4.“Confidential Information” means all information and data that the County is required or permitted by
law to keep confidential and “Proprietary Information” as defined herein.
1.5.“Contract” means this document and any other documents expressly incorporated herein.
1.6.“Contractor” means the entity or person listed under “Contractor” on the first page of this Contract.
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 005248
Page 4
Rev 2016/07/01(v3)
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
1.7.“Contractor Employee” means any employee; officer; director; member; manager; trustee; volunteer;
attorney; licensee; contractor; subcontractor; independent contractor; subsidiary; joint venturer;
partner or agent of Contractor; and any persons acting by, through, under, or in 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.☐ Exhibit II: Business Associate Agreement (Health Insurance Portability and Accountability Act
Requirements)
1.8.3.☐ Exhibit III: Federally Funded Contract Requirements
1.8.4.☐ Exhibit IV: License for Use of County Servicemark
1.8.5.☐ Exhibit V: Software License(s)
1.8.6.☐ Exhibit VI: Acknowledgement of Independent Employment Status
1.8.7.☒ Exhibit VII: Scope of Contractor Deliverables/Financial Obligations
1.9.“County” means the County of Oakland, a Municipal and Constitutional Corporation, its departments,
divisions, authorities, boards, committees, and “County Agents” as defined below.
1.10.“County Agent” means any elected and appointed officials; directors; board members; council members;
commissioners; employees; and volunteers of the County; whether acting in their personal,
representative, or official capacities. “County Agent” shall also include any person who was a “County
Agent” anytime during the term of this Contract but, for any reason, is no longer employed, appointed,
or elected and in that capacity.
1.11.“County Data” means information or data provided by County to Contractor in the performance of this
Contract, including, but not limited to any personally identifiable information such as names, e-mail
addresses, passwords, phone numbers, and home or business addresses. County Data includes
Confidential Information as defined in this Contract.
1.12.“Day” means any calendar day, which shall begin at 12:00:00 a.m. and end at 11:59:59 p.m.
1.13.“Deliverables” means goods and/or services provided under this Contract, whether tangible or
intangible, and may be more specifically described in the Exhibits.
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 005248
Page 5
Rev 2016/07/01(v3)
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
1.14.“Effective Date” means midnight on the date listed on the first page of this Contract.
1.15.“Expiration Date” means 11:59.59 p.m. on the date listed on the first page of this Contract.
1.16.“E-Verify” means an Internet based system operated by the Department of Homeland Security (DHS) in
partnership with the Social Security Administration (SSA) that allows participating employers to
electronically verify the employment eligibility of their newly hired employees. Information and the
registration process are found at the E-Verify website:
https://e-verify.uscis.gov/enroll.
1.17.“Intellectual Property” means any developments, improvements, designs, innovation, and materials that
may be the subject of a trademark/servicemark, copyright, patent, trade secret, or Proprietary
Information.
1.18.“Iran-Linked Business” is defined in the Michigan Compiled Laws (MCL), specifically MCL 129.312, being
Section 2 of Public Act 517 of 2012.
1.19.“Not to Exceed Amount” means the dollar amount listed on the first page of this Contract, unless
amended. The “Not to Exceed Amount” is not the County’s financial obligation under this Contract, but
the maximum amount that can be paid to Contractor during the term of this Contract.
1.20.“Proposal” means Contractor’s response or bid to the County’s Request for Proposal, Request for
Qualifications, or Request for Quotes.
1.21.“Proprietary Information” means ideas, concepts, inventions, and processes related to the development
and operation of computer software and systems such as source code, object code, security procedures,
and passwords.
1.22.“Purchase Order” means the County’s written request to Contractor for Deliverables pursuant to this
Contract. The Purchase Order may include terms regarding delivery schedule, payment, and
transportation.
1.23.“Purchasing” means the Purchasing Unit of the Oakland County Compliance Office.
§2.CONTRACT TERM AND RENEWAL
2.1.Contract Term. This Contract shall begin on the Effective Date and shall end on the Expiration Date.
2.2.Contract Renewal. Unless otherwise provided herein, the Parties are under no obligation to renew or
extend this Contract after the Expiration Date. This Contract may only be extended by an Amendment.
2.3.Legal Effect. This Contract shall be effective and binding when all of the following occur:
(a) this Contract is signed by a Contractor Employee, legally authorized to bind Contractor;
(b) this Contract is signed by an authorized County Agent; (c) all Contractor certificates of insurance,
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 005248
Page 6
Rev 2016/07/01(v3)
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
required by this Contract, are submitted and accepted by Purchasing; and (d) any other conditions
precedent to this Contract have been met.
§3.CONTRACT ADMINISTRATION AND AMENDMENTS
3.1.Contract and Purchase Order Issuance. Purchasing shall issue this Contract and any Purchase Orders
that may be required. Purchasing is the sole point of contact in the County regarding all procurement
and contractual matters relating to this Contract and any Purchase Orders. Purchasing is the only County
office/department authorized to make any Amendments to this Contract or Purchase Orders.
3.2.Purchase Orders. Purchase Orders issued under this Contract are governed by the terms and conditions
of this Contract and are included and incorporated herein.
3.3.Project Managers. Each Party may designate an employee or agent to act as a Project Manager. If
Project Managers are selected, they shall be listed in Exhibit VII and their duties shall be set forth in
Exhibit VII. Unless otherwise stated in Exhibit VII, the County’s Project Manager has no authority to
amend this Contract.
3.4.Contract Administrators. The County shall designate an employee or agent to act as Contract
Administrator(s). Contractor may designate its employee or agent to act as Contract Administrator(s).
The Contract Administrators shall be listed on the first page of this Contract. The County’s Contract
Administrator(s) shall be responsible for monitoring and coordinating day-to-day activities under this
Contract, reviewing Deliverables and invoices, and submitting requests for Amendments to Purchasing.
The County’s Contract Administrator(s) have no authority to amend this Contract.
3.5.Contract Amendments. All Amendments to this Contract must be in writing. This Contract shall not be
amended by any packing slip, Purchase Order, invoice, click through license agreement, or Contractor
policies or agreements published on Contractor’s website or otherwise. Amendments to this Contract
shall be issued only by Purchasing. The Amendment shall be effective when signed by an authorized
Contractor Employee and an authorized County Agent.
3.6.Unauthorized Changes. Contract changes shall not be effective until an Amendment containing the
change is executed according to the procedures described in this Contract. If the Contractor is directed
to perform work that Contractor believes is a change in the Contract/Deliverables, then Contractor must
notify Purchasing that it believes the requested work is a change to the Contract before performing the
requested work. If Contractor fails to notify Purchasing before beginning the requested work, then
Contractor waives any claims for additional compensation for performing the requested work. If
Contractor begins work that is outside the scope of this Contract or begins work before an Amendment
is executed and then stops performing that work, Contractor must, at the request of the County, undo
any out-of-scope work that the County believes would adversely affect the County.
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 005248
Page 7
Rev 2016/07/01(v3)
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
3.7.Precedence of Contract Documents. In the event of a conflict, the terms and conditions contained in
Sections 1 through 10 of this Contract shall prevail and take precedence over any allegedly conflicting
provisions in all Contract Documents, Exhibits, Purchase Orders, Amendments, and other documents
expressly incorporated herein. Terms and conditions contained in Contractor invoices, packing slips,
receipts, acknowledgments, click-through licenses, and similar documents shall not change the terms
and conditions of this Contract.
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 005248
Page 8
Rev 2016/07/01(v3)
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
§4.CONTRACT TERMINATION
4.1.County Termination. In addition to any other legal rights the County may have to terminate or cancel
this Contract, the County may terminate the Contract as follows:
4.1.1.Immediate Termination. The County may terminate or cancel this Contract, in whole or in part,
immediately, upon notice to Contractor, if any of the following occur: (a) Contractor, officer of
Contractor, or an owner of a 25% or greater share of Contractor is convicted of a criminal offense; or (b)
if any third-party funding for this Contract is reduced or terminated.
4.1.2.Termination for Convenience. The County may terminate or cancel this Contract, in whole or part, at
any time, upon ninety (90) Days’ notice to Contractor, for any reason, including convenience without
incurring obligation or penalty of any kind. The effective date for termination or cancellation shall be
clearly stated in the notice.
4.2.Contractor Termination. Contractor may terminate or cancel this Contract, in whole or part, upon one
hundred and eighty (180) Days’ notice to the County, if the County breaches any duty or obligation
contained herein and within such notice period has failed or has not attempted to cure the breach. The
effective date of termination or cancellation and the specific alleged default shall be clearly stated in the
notice to the County.
4.3.County’s Obligations Upon Termination. The County’s sole obligation in the event of termination or
cancellation of this Contract is for payment of the actual Deliverables provided to the County before the
effective date of termination. Under no circumstances shall the County be liable for any future loss of
income, profits, any consequential damages, any loss of business opportunities, revenues, or any other
economic benefit Contractor may have realized but for the termination or cancellation of this Contract.
The County shall not be obligated to pay Contractor any cancellation or termination fee if this Contract is
cancelled or terminated as provided herein. If the County chooses to terminate the Contract in part,
then the charges payable under this Contract must be equitably adjusted to reflect those Deliverables
that are terminated.
4.4.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, property, and County Data provided to Contractor by the County; (d)
unless otherwise directed by the County, transfer title in and deliver to the County all Deliverables in the
possession of Contractor or Contractor Employees (which Deliverables are transferred to the County “As-
Is”, except to the extent the amounts paid by the County for these Deliverables include warranties or
warranty services and, in that situation, the Deliverables will be transferred with the warranty or
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 005248
Page 9
Rev 2016/07/01(v3)
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
warranty services and not “As-Is”); and (e) take any action to mitigate and limit any potential damages,
including terminating or limiting, as applicable, those subcontracts and outstanding orders for materials
and supplies connected with or related to this Contract.
4.5.Assumption of Subcontracts. If Contractor is in breach of this Contract and the County terminates this
Contract, then the County may assume, at its option, any subcontracts and agreements for Deliverables
provided under the Contract and may pursue completion of the Deliverables by replacement Contract or
otherwise as the County, in its sole judgment, deems expedient.
§5.SCOPE OF DELIVERABLES AND FINANCIAL/PAYMENT OBLIGATIONS
5.1.Performance of Deliverables. Contractor shall provide all Deliverables identified in and as set forth in
Exhibit VII, any Purchase Orders, or any Amendments to this Contract.
5.2.Software License(s). If this Contract includes a Software License(s) as described in Exhibit V, then the
Parties shall follow the terms and conditions therein. Any applicable third party Software License(s) are
also provided in Exhibit V. Unless specifically agreed to by County, if County Agents are required to
accept click through license terms to access any of the Deliverables in this Contract, the terms and
conditions of those click through licenses are without force and effect.
5.3.Financial Obligations. Except as otherwise set forth in this Contract, the County’s sole financial
obligation under this Contract shall be set forth in Exhibit VII. The amount and manner of payment of
the financial obligation shall be set forth in Exhibit VII and may be in the Software License Exhibit V, if
applicable, or a Purchase Order.
5.4.Payment Obligations. Except as otherwise set forth in the Exhibits, Contractor shall submit an invoice to
the County’s Contract Administrator itemizing amounts due and owing under this Contract, as of the
date of the invoice. Invoices shall contain the following information:
(a) County Contract Number; (b) dates of Deliverables; (c) itemized list of Deliverables;
(d) Contractor Tax ID Number (federal and State); (e) licenses; and (f) any other information requested
by Purchasing. The County shall have no obligation to make a payment under this Contract until an
invoice is submitted in the form set forth herein and shall have no obligation to pay for Deliverables,
which have not been invoiced (as required herein) within sixty (60) Days of Contractor’s performance.
Unless otherwise set forth in the Exhibits, the County shall only pay Contractor for Deliverables under
this Contract and not any subcontractors or assignees of Contractor.
5.5.Not to Exceed Amount. The amount due and owing to Contractor, under this Contract, shall not exceed
the “Not to Exceed Amount.” If Contractor can reasonably foresee that the total financial obligation for
the Contract will exceed the “Not to Exceed Amount,” then Contractor shall provide Purchasing with
notice of this fact at least ten (10) Days before this event.
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 005248
Page 10
Rev 2016/07/01(v3)
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
5.6.No Obligation for Penalties/Costs/Fines. The County shall not be responsible for any cost; fee; fine;
penalty; or direct, indirect, special, incidental, or consequential damages incurred or suffered by
Contractor in connection with or resulting from the performance of this Contract under any
circumstances.
5.7.Set-Off of County Costs. If the County incurs any costs associated with the duties or obligations of
Contractor under this Contract, then the County has the right to set-off those costs from any amounts
due and owing Contractor. This set-off includes withholding payment in an amount equal to the cost of
any County-provided equipment, supplies, or badges that are not returned by Contractor upon
completion, termination, or cancellation of this Contract.
5.8.In-Kind Services. Unless expressly provided herein, this Contract does not authorize any in-kind services
by either Party.
§6.CONTRACTOR’S WARRANTIES AND ASSURANCES
6.1.Full Knowledge of Contract Expectations. Contractor warrants that before submitting its Proposal
and/or entering into this Contract, it had a full opportunity to review all County requirements and/or
expectations for this Contract. Contractor is responsible for being adequately and properly prepared to
execute this Contract. Contractor has satisfied itself in all material respects that it will be able to
perform the Contract as specified herein.
6.2.Complete and Accurate Representations. Contractor certifies that all statements, assurances, records,
and materials submitted to the County in connection with seeking and obtaining this Contract have been
truthful, complete, and accurate.
6.3.Access to Contractor Policies. If the Parties agree in this Contract to follow any Contractor polices, such
as acceptable use or privacy policies, then Contractor shall retain each version of such policies and the
effective dates and shall promptly provide such to the County, if requested.
6.4.Grant Compliance. If any part of this Contract is supported or paid for with any State, federal, or other
third-party funds granted to the County, then Contractor shall comply with all applicable grant
requirements. Upon request of Contractor, the County shall provide Contractor with a copy of the
applicable grant requirements.
6.5.Contractor Incidental Expenses. Except as otherwise expressly provided in this Contract, Contractor
shall be solely responsible and liable for all costs and expenses associated or needed to perform this
Contract, including, but not limited to, any professional dues, association fees, license fees, fines, taxes,
and penalties.
6.6.Equipment and Supplies. Contractor is responsible for providing all equipment and supplies to perform
this Contract, which are not expressly required to be provided by the County.
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 005248
Page 11
Rev 2016/07/01(v3)
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
6.7.Contractor Employees.
6.7.1.Number and Qualifications of Contractor Employees. Contractor shall employ and assign qualified
Contractor Employees as necessary and appropriate to perform this Contract. Contractor shall ensure all
Contractor Employees have the knowledge, skill, and qualifications to perform this Contract and possess
any necessary licenses, permits, certificates, and governmental authorizations as may be required by
law.
6.7.2.Control and Supervision of Contractor Employees. Contractor shall solely control, direct, and supervise
all Contractor Employees with respect to all Contractor obligations under this Contract. Contractor will
be solely responsible for and fully liable for the conduct and supervision of any Contractor Employees.
6.7.3.Removal or Reassignment of Personnel at the County’s Request. Contractor shall remove a Contractor
Employee performing work under this Contract at the County’s request provided that the County’s
request is based on legitimate, good-faith reasons. Replacement personnel for the removed person
must be fully qualified for the position. If the removal of a Contractor Employee results in an
unanticipated delay, which is attributable to the County, then this delay shall not be considered a breach
of the Contract and the terms and conditions of this Contract effected by the removal will be adjusted
accordingly.
6.7.4.Contractor Employee Identification. If requested by the County, Contractor Employees shall wear and
display appropriate County-provided identification at all times while working on County premises.
Contractor shall return all County-provided identification upon completion of Contractor’s obligations
under this Contract.
6.7.5.Background Checks. At the County’s request, Contractor Employees performing work under this
Contract shall be subject to a background check by the County. The scope of the background check is at
the discretion of the County and the results will be used to determine Contractor Employee’s eligibility
to perform work under this Contract. Any request for background checks will be initiated by the County
and will be reasonably related to the type of work requested. Contractor and Contractor Employees shall
provide all information or documents necessary to perform the background check.
6.7.6.Compliance with County Security Policies and Use Policies. Contractor shall require all Contractor
Employees to comply with the County’s security and acceptable use policies for County property
(tangible and intangible), equipment, resources, facilities, and systems. Upon request, the County shall
provide such policies to Contractor.
6.7.7.Contractor 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
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 005248
Page 12
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OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
contributions and/or all Contractor Employee related pension or welfare benefits plan contributions
under federal or state law. Contractor shall indemnify and hold the County harmless for all Claims
against the County by any Contractor Employee, arising out of any contract for hire or employer-
employee relationship between Contractor and any Contractor Employee including, but not limited to,
Worker’s Compensation, disability pay, or other insurance of any kind.
6.7.8.Contractor’s Compliance with the Patient Protection and Affordable Care Act. If Contractor is subject
to the Patient Protection and Affordable Care Act (“ACA”), PL 111-148, 124 Stat 119, then Contractor
shall ensure that all Contractor Employees, under assignment to the County, and their dependents, as
defined by the ACA, are provided with or have access to insurance as required by the ACA. If Contractor
is subject to the ACA, Contractor warrants it offers group health coverage to Contractor Employees and
their dependents that is affordable, that provides minimum essential coverage and value, and that each
offer of coverage meets the timing requirements of the ACA. Contractor warrants, whether or not it is
subject to the ACA, that it will pay all applicable fees, taxes, or fines, as set forth in the employer
mandates of the ACA under Tax Code §4980H and related regulations for any Contractor Employee,
whether the fee, tax, or fine is assessed against the Contractor or the County.
6.8.Acknowledgment of Independent Contractor Status.
6.8.1.Independent Contractor. Nothing in this Contract is intended to establish an employer-employee
relationship between the County and Contractor or any Contractor Employee. In no event, shall
Contractor Employees be deemed employees, agents, volunteers, or subcontractors of the County.
Contractor shall ensure that Contractor Employees are apprised of their status and limitations of
independent contractors.
6.8.2.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.
6.8.3.County Benefits and Plans. Contractor and Contractor Employees shall not be entitled to participate in
any County employee benefit plans and programs, including but not limited to, retirement, deferred
compensation, insurance (including without limitation, health, disability, dental, and life), and vacation
pay. This limitation includes access to benefit plans and programs that are not described by a written
plan. However, Contractor Employees who are retired County Employees may receive vested post-
employment benefits such as retiree health care and pension benefits from Oakland County.
6.8.4.County Reliance. The County entered into this Contract in reliance of the representations made by
Contractor regarding its understanding of the role of independent contractors, its stated relationship to
Contractor Employees, and other representations Contractor has made regarding the management and
performance oversight of Contractor Employees.
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CONTRACT NUMBER 005248
Page 13
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OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
6.8.5.Independent Employment Status. If Contractor provides Contractor Employees for staffing and/or
leasing services to County, those Contractor Employees shall sign Exhibit VI, Independent Employment
Status prior to performing services for County and prior to receiving a County identification badge.
Contractor Employees shall provide a signed copy of Exhibit VI to County’s Purchasing Unit prior to the
final execution of this Contract. Contractor Employees who begin an assignment at County after Contract
execution, are required to provide a signed copy of Exhibit VI to the County’s Purchasing Unit prior to
receiving a County identification badge.
6.9.Permits and Licenses. Contractor shall be responsible for obtaining and maintaining, throughout the
term of this Contract, all licenses, permits, certificates, governmental authorizations, and
business/professional licenses necessary to perform this Contract.
Upon request by the County, Contractor shall furnish copies of any permit, license, certificate, or
governmental authorization necessary to perform this Contract.
6.10.E-Verify. In accordance with Miscellaneous Resolution No.09116 (BOC Minutes, July 30, 2009, pp 37-38),
unless otherwise exempted, all service contractors who wish to contract with the County to provide
services must first certify they have registered with, will participate in, and continue to utilize, once
registered, the E-Verify Program (or any successor program implemented by the federal government or
its departments or agencies) to verify the work authorization status of all newly hired employees
employed by the Contractor. Breach of this term or condition is considered a material breach of this
Contract. Contractor’s execution of this Contract constitutes a certification that they are authorized to
certify on behalf of Contractor and do hereby certify on behalf of Contractor that the Contractor has
registered with, has and will participate in, and does and will continue to utilize once registered and
throughout the term of this Contract and any permissible extension hereof, the E-Verify Program (or any
successor program implemented by the federal government or its departments or agencies) to verify the
work authorization status of all newly hired employees employed by the Contractor.
6.11.Iran-Linked Business Certification. Contractor certifies that it is not an Iran-Linked Business. Contractor
further certifies that it was not an Iran-Linked Business at the time it submitted its Proposal for this
Contract. Contractor must promptly notify the County, if Contractor becomes an Iran-Linked Business at
any time during this Contract.
6.12.Taxes.
6.12.1.Contractor Taxes. Contractor shall collect and pay its local, state, and federal taxes, including but not
limited to, all employment taxes, sales taxes, personal property taxes, and real property taxes. The
County shall not be liable to or required to reimburse Contractor for any local, state, or federal tax of any
kind.
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OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
6.12.2.County Tax-Exempt. The County is exempt from state and local sales tax, personal property tax, and real
property tax. Prices under this Contract shall not include taxes, unless the County is not tax-exempt for a
specific Deliverable. Exemption certificates for sales tax will be furnished upon request.
6.13.Warranty for Services. Contractor warrants that all Deliverables that are services shall be performed in
compliance with all applicable laws, statutes, regulations, ordinances, and professional standards.
6.14.Warranty for Goods. All Deliverables that are goods shall be subject to the following warranties:
6.14.1.Warranty of Merchantability. Goods provided by Contractor pursuant to this Contract shall: (a) be
merchantable, (b) be of good quality, (c) be fit for their ordinary purpose, (d) be adequately contained
and packaged, and (e) conform to the specifications and descriptions contained in the Contract.
6.14.2.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.
6.14.3.Warranty of Title. All goods conveyed to the County shall be conveyed and transferred:
(a) with good title, (b) free from any security interest, lien, or encumbrance that the County did not have
knowledge of when the Contract was executed, and (c) free of any rightful claim of infringement or
similar claim by a third-party.
6.15.Response to Legal Request for County Data. If County receives a Court Order, a Freedom of Information
Act (FOIA) request, or other legal request to provide County Data held by Contractor, then Contractor
shall provide County Data to the County, in a format directed by the County, within the time frame
required by law.
6.16.Section 508 Compliance. If Contractor is providing a Deliverable that requires County Agents or the
general public to access a website, Contractor warrants end users will have the ability to access the
website to register and provide information updates to receive the Deliverables herein in accordance
with the accessibility requirements of Section 508 Amendment to the Rehabilitation Act of 1973 (29
U.S.C § 794(d)).
§7.LIABILITY
7.1.Contractor Indemnification. Contractor shall indemnify, defend, and hold the County harmless from all
Claims, incurred by or asserted against the County by any person or entity, which are alleged to have
been caused directly or indirectly from the acts or omissions of Contractor or Contractor’s Employees.
The County’s right to indemnification is in excess and above any insurance rights/policies required by
this Contract.
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OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
7.2.No Indemnification from the County. Contractor shall have no rights against the County for
indemnification, contribution, subrogation, or any other right to be reimbursed by the County, except as
expressly provided herein.
§8.CONTRACTOR PROVIDED INSURANCE
At all times during this Contract, Contractor shall obtain and maintain insurance according to the
specifications listed in Exhibit I.
§9.INTELLECTUAL PROPERTY AND CONFIDENTIALITY
9.1.Contractor Use of Confidential Information/County Data. Contractor and/or Contractor Employees
shall not reproduce, provide, disclose, or give access to Confidential Information or County Data to any
Contractor Employee not having a legitimate need to know the Confidential Information or County Data
or to any third-party. Contractor and Contractor Employees shall only use the Confidential Information
and County Data for performance of this Contract. Notwithstanding the foregoing, Contractor may
disclose the Confidential Information or County Data if required by law, statute, or other legal process;
provided that Contractor: (a) gives the County prompt written notice of the impending disclosure, (b)
provides reasonable assistance to the County in opposing or limiting the disclosure, and (c) makes only
such disclosure as is compelled or required. This Contract imposes no obligation upon Contractor with
respect to any Confidential Information or County Data which Contractor can establish by legally
sufficient evidence: (a) was in possession of or was known by Contractor, prior to its receipt from the
County, without any obligation to maintain its confidentiality; or (b) is obtained by Contractor from a
third party having the right to disclose it, without an obligation to keep such information confidential.
9.2.Contractor Use of 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 any such Software or documentation to any other person or entity, for any purpose,
without the prior written consent of the County and/or the licensor. Furthermore, neither Contractor
nor Contractor Employee shall produce a source listing, decompile, disassemble, or otherwise reverse
engineer any copyrighted Software. Neither Contractor nor Contractor Employee shall use any Software
contrary to the provisions of any applicable Software license agreement or state or federal law.
9.3.Contractor License to Use County Servicemarks. If this Contract involves the use of County
servicemarks to perform this Contract, then Contractor is granted a license to use the servicemarks
subject to the terms listed in Exhibit IV. Contractor shall only use the servicemarks as directed by the
County.
9.4.Assignment of Rights. In consideration for the performance of this Contract and the fees paid to
Contractor, Contractor agrees to the following: (a) Contractor shall have no copyright, patent,
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OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
trademark, or trade secret rights in County Intellectual Property; (b) any and all programs, inventions,
and other work or authorship developed by Contractor while providing Deliverables to the County are
works made for hire, created for, and owned exclusively by the County, unless otherwise specified in the
Contract; (c) Contractor assigns to the County all rights and interest in County Intellectual Property,
which Contractor has made or conceived or may make and conceive, either solely or jointly with others,
either on or off County premises while performing this Contract or with the use of the time, material, or
facilities of the County; and (d) Contractor and its applicable Contractor Employees shall sign any
documents necessary for the County to register patents, copyrights, or trademarks with federal or state
agencies. Contractor shall ensure its Contractor Employees assign their rights and interests in County
Intellectual Property to the County.
9.5.Use of County Data. If Contractor uses or possesses County Data in the performance of this Contract,
then the following provisions contained in this subsection apply:
9.5.1.Implementation of Security Measures. Contractor shall implement and maintain appropriate
administrative, technical, and organizational security measures to safeguard against unauthorized
access, disclosure, or theft of County Data. Such measures shall be in accordance with security industry
best practice and not less stringent than the measures Contractor applies to its own confidential data of
similar kind. Contractor warrants it follows security industry best practices.
9.5.2.Unauthorized Access/Disclosure or Theft of County Data. Contractor shall notify County immediately
on becoming aware of an actual or suspected unauthorized access, disclosure, or theft of County Data.
Contractor shall do the following: (1) take commercially reasonable measures to promptly cure the
deficiencies relating to the security breach in order to secure County Data, and (2) comply with any
applicable federal or state laws and regulations pertaining to unauthorized disclosures.
9.5.3.Storage of County Data. Contractor shall only store and process County Data at and from data centers
located within the United States. Contractor shall not and shall not permit Contractor Employees to
store County Data on portable devices, including personal computers, except for devices that are used
and kept only at its U.S. data centers. Contractor shall permit its Contractor Employees to access County
Data remotely only as required to provide technical support.
9.5.4.Obligations upon Expiration, Termination or Cancellation of Contract. At the County’s sole discretion,
upon expiration, termination, or cancellation of this Contract, Contractor shall return County Data in a
mutually agreeable format in a prompt and orderly manner or provide for the secure disposal of County
Data as directed by County.
§10.GENERAL TERMS AND CONDITIONS
10.1.Access to County Property or Facilities. As set forth in this Contract, Contractor has access to and the
right to use County property and facilities necessary to perform this Contract. Unless otherwise
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COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
provided in this Contract or Contractor receives prior written permission from the County’s Director
responsible for the department requiring access outside of Business Days, Contractor may only access
and use County property and facilities for performance of this Contract on Business Days.
10.2.Signs on County Property or Facilities. Contractor shall not place any signs or advertisements on County
property or facilities without the prior written permission of the County’s Director of Facilities
Management or successor.
10.3.Use of County Property or Facilities. While performing this Contract, Contractor shall keep County
property or facilities and anything stored thereon in a clean, safe, and healthful condition and shall keep
the property and facilities in a manner that will not prevent or interfere with the County’s performance
of its functions.
10.4.Removal of Contractor Personal Property. At the expiration or termination of this Contract, Contractor
shall leave County property or facilities in the same condition that Contractor found them and clean of
all rubbish. Contractor shall remove all of its personal property within thirty (30) Days of expiration or
termination of this Contract. If Contractor does not remove its personal property within the thirty (30)
Day period, then the County shall dispose of it and bill Contractor for any costs associated with the
removal and disposal.
10.5.Damage to County Property or Facilities. Contractor shall be responsible for any damage to any County
property or a facility that is caused by Contractor or Contractor Employees.
If damage occurs, the County shall make the necessary repairs and/or replacements or cause a third
party to make the necessary repairs or replacements, provided, however, that Contractor shall
reimburse the County for all costs associated with repairing and/or replacing the damaged property or
facilities.
10.6.Damage to Contractor’s Property. Contractor shall be solely liable and responsible for any property loss
or damage resulting from fire, theft, or other means to Contractor’s personal property located, kept, or
stored on or at County property or facilities during performance of this Contract.
10.7.County’s Right to Suspend Contract Performance. Upon written notice, the County may require
Contractor to suspend performance of this Contract if Contractor has failed to comply with federal,
state, or local laws or any requirements contained in this Contract. The right to suspend performance of
this Contract is in addition to the County’s right to terminate and/or cancel this Contract. The County
shall incur no penalty, expense, or liability to Contractor if the County suspends performance of this
Contract under this Section.
10.8.Discrimination. Contractor shall not discriminate against any employee or applicant for employment in
violation of state or federal law. Contractor shall promptly notify the County of any complaint or charge
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
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OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
filed and/or of any determination by any court or administrative agency of illegal discrimination by
Contractor.
10.9.Conflict of Interest. Pursuant to Public Act 317 and 318 of 1968, as amended (MCL 15.301, et seq. and
MCL 15.321, et seq.), no contracts shall be entered into between the County and any County Agent. To
avoid any real or perceived conflict of interest, Contractor shall identify any Contractor Employee or
relative of Contractor’s Employees who are presently employed by the County. Contractor shall give the
County notice if there are any County Agents or relatives of County Agents who are presently employed
by Contractor.
10.10.Access and Records. Contractor will maintain accurate books and records in connection with
performance of this Contract for thirty-six (36) months after the end of this Contract and Contractor shall
provide the County with reasonable access to such books and records, upon request.
10.11.Audit. The County or an independent auditor hired by the County may perform contract audits (in its
sole discretion) and shall have the authority to access all pertinent records and data and to interview any
Contractor Employee during the term of this Contract and for a period of three years after final payment.
Contractor shall explain any audit findings, questioned costs, or other Contract compliance deficiencies
to the County within thirty (30) Business Days of receiving the draft audit report. Contractor’s written
response shall include all necessary documents and information that refute the draft audit report and an
action plan to resolve the audit findings.
A copy of Contractor’s response will be included in the final report. Failure by Contractor to respond in
writing within thirty (30) Business Days shall be deemed acceptance of the draft audit report and will be
noted in the final report.
10.12.Assignments/Delegations/Subcontracts.
10.12.1.Prior Written Consent Required. Except by operation of law, neither Party may assign, delegate, or
subcontract any of its duties, obligations, or rights under this Contract without the prior written consent
of the other Party; provided, however, Contractor may assign, delegate, or subcontract this Contract to
an affiliate or subsidiary as long as the affiliate or subsidiary is adequately capitalized and can provide
adequate written assurances to the County that the affiliate or subsidiary can perform this Contract. The
County may withhold consent, if the County determines that the assignment, delegation, or subcontract
would impair performance of this Contract or the County’s ability to recover damages under this
Contract. Contractor shall also provide the County with adequate information to allow the County to
make a determination regarding the assignment, delegation, or subcontract.
10.12.2.Flow Down Clause 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
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OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
this Contract. The assignment, delegation, or subcontract shall in no way diminish or impair
performance of any term or condition of this Contract.
10.12.3.Contractor 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.
10.12.4.Performance Required. If an assignee, delegee, or subcontractor fails to perform as required under this
Contract, Contractor shall contract with another entity for such performance.
Any additional costs associated with securing another assignee, delegee, or subcontractor shall be the
sole responsibility of Contractor.
10.13.Non-Exclusive Contract. This Contract is a non-exclusive agreement. No provision in this Contract limits
or is intended to limit, in any way, Contractor’s right to offer and provide its services to the general
public, other business entities, municipalities, or governmental agencies during or after the term of this
Contract. Similarly, the County may freely engage other persons to perform the same work that
Contractor performs. Except as provided in this Contract, this Contract shall not be construed to
guarantee Contractor or any Contractor Employee any fixed or certain number of Deliverables.
10.14.No Third-Party Beneficiaries. Except as provided for the benefit of the Parties, this Contract does not
and is not intended to create any obligation, duty, promise, contractual right or benefit, right to be
indemnified, right to be subrogated to the Parties’ right in this Contract, or any other right in favor of any
other person or entity.
10.14.1.Survival of Terms and Conditions. The following terms and conditions shall survive and continue in full
force beyond the termination or cancellation of this Contract (or any part thereof) until the terms and
conditions are fully satisfied or expire by their nature:
Section 1. Contract Definitions, Section 5. Scope of Deliverables and Financial/Payment Obligations,
Section 6. Contractor’s Warranties and Assurances, Section 7. Liability,
Section 8. Contractor Provided Insurance, Section 9. Intellectual Property and Confidentiality, and
Section 10. General Terms and Conditions.
10.15.Reservation of Rights. This Contract does not, and is not intended to impair, divest, delegate, or
contravene any constitutional, statutory, or other legal right, privilege, power, obligation, duty, or
immunity of the County.
10.16.Compliance with Laws. Contractor shall comply with all federal, state, and local laws, statutes,
ordinances, regulations, insurance policy requirements, and requirements applicable to its activities
under this Contract.
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OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
10.17.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 not limited to: (a) acts of public enemies; (b) natural disasters; (c) terrorism; (d)
war; (e) insurrection or riot; (f) natural disasters; (g) strikes, lockouts, work stoppages, or other labor
difficulties; or (h) compliance with law. Reasonable notice shall be given to the affected Party of such
event. Contractor is expected, through insurance or alternative temporary or emergency service
arrangements, to continue its contractual duties or obligations if a reasonably anticipated, insurable
business risk, such as business interruption or any insurable casualty or loss occurs.
10.18.Notices.
10.18.1.Written Notice. All notices required under this Contract shall be in writing. Notices shall be effective:
(a) the next Business Day, if personally delivered; (b) the third Business Day, if sent by U.S. mail, postage
prepaid, return receipt requested; (c) the next Business Day, if sent by a nationally recognized overnight
express courier with a reliable tracking system; or (d) the next Business Day with a receipt of
confirmation, if sent by e-mail or fax.
10.18.2.Notice to Contractor. Unless otherwise specified, Notice to Contractor shall be addressed to the
Contract Administrator listed on the first page of this Contract.
10.18.3.Notice to 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.
10.19.Captions. Section and subsection numbers, captions, and any index to sections or subsections contained
in this Contract are intended for the convenience of the reader and are not intended to have any
substantive meaning and shall not be interpreted to limit or modify any substantive provisions of this
Contract. In this Contract, for any noun or pronoun, use of the singular or plural form, use of the
nominative, possessive, or objective case, and any reference to gender (masculine, feminine, and neuter)
shall mean the appropriate form, case, or gender as the context requires.
10.20.Waiver. Waiver of any term or condition under this Contract must be in writing and notice given
pursuant to this Contract. No written waiver, in one or more instances, shall be deemed or construed as
a continuing waiver of any term or condition of this Contract. No waiver by either Party shall
subsequently affect its right to require strict performance of this Contract.
10.21.Cumulative Remedies. A Party’s exercise of any remedy shall not preclude the exercise of any other
remedies, all of which shall be cumulative. A Party shall have the right, in its sole discretion, to
determine which remedies are to be exercised and in which order.
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COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
10.22.Severability. If a court of competent jurisdiction finds a term or condition of this Contract to be illegal or
invalid, then the term or condition shall be deemed severed from this Contract.
All other terms or conditions shall remain in full force and effect. Notwithstanding the above, if
Contractor’s promise to indemnify or hold the County harmless is found illegal or invalid, Contractor
shall contribute the maximum it is permitted to pay by law toward the payment and satisfaction of any
Claims against the County.
10.23.Dispute Resolution. All disputes arising under or relating to the execution, interpretation, performance,
or nonperformance of this Contract involving or affecting the Parties may first be submitted to the
respective Project Manager (if applicable) and Contract Administrators for possible resolution.
10.24.Governing Laws/Consent to Jurisdiction and Venue. This Contract shall be governed, interpreted, and
enforced by the laws of the State of Michigan. Except as otherwise required by law or court rule, any
action brought to enforce, interpret, or decide any Claim arising under or related to this Contract shall be
brought in the Sixth Judicial Circuit Court of the State of Michigan, the 50th District of the State of
Michigan, or the United States District Court for the Eastern District of Michigan, Southern Division, as
dictated by the applicable jurisdiction of the court. Except as otherwise required by law or court rule,
venue is proper in the courts set forth above. The choice of forum set forth above shall not be deemed
to preclude the enforcement of any judgment obtained in such forum or taking action under this
Contract to enforce such judgment in any appropriate jurisdiction.
10.25.Entire Contract. This Contract represents the entire agreement and understanding between the Parties.
This Contract supersedes all other prior oral or written understandings, communications, agreements, or
contracts between the Parties. The language of this Contract shall be construed as a whole according to
its fair meaning and not construed strictly for or against any Party.
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OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
EXHIBIT I
CONTRACTOR INSURANCE REQUIREMENTS
During this Contract, the Contractor shall provide and maintain, at their own expense, all insurance as set forth
and marked below, protecting the County against any Claims, as defined in this Contract.
The insurance shall be written for not less than any minimum coverage herein specified.
Primary Coverages
Commercial General Liability Occurrence Form including: (a) Premises and Operations;
(b) Products and Completed Operations (including On and Off Premises Coverage); (c) Personal and Advertising
Injury; (d) Broad Form Property Damage; (e) Independent Contractors; (f) Broad Form Contractual including
coverage for obligations assumed in this Contract;
$1,000,000 – Each Occurrence Limit
$1,000,000 – Personal & Advertising Injury
$2,000,000 – Products & Completed Operations Aggregate Limit
$2,000,000 – General Aggregate Limit
$ 100,000 – Damage to Premises Rented to You (formally known as Fire Legal Liability)
Workers’ Compensation Insurance with limits statutorily required by any applicable Federal or State Law and
Employers Liability insurance with limits of no less than $500,000 each accident, $500,000 disease each employee,
and $500,000 disease policy limit.
1.☒ Fully Insured or State approved self-insurer.
2.☐ Sole Proprietors must submit a signed Sole Proprietor form.
3.☐ Exempt entities, Partnerships, LLC, etc., must submit a State of Michigan form WC-337 Certificate of
Exemption.
Commercial Automobile Liability Insurance covering bodily injury or property damage arising out of the use of
any owned, hired, or non-owned automobile with a combined single limit of $1,000,000 each accident. This
requirement is waived if there are no company owned, hired or non-owned automobiles utilized in the
performance of this Contract.
Commercial Umbrella/Excess Liability Insurance with minimum limits of $2,000,000 each occurrence. Umbrella
or Excess Liability coverage shall be no less than following form of primary coverages or broader. This
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COMPLIANCE OFFICE
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Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
Umbrella/Excess requirement may be met by increasing the primary Commercial General Liability limits to meet
the combined limit requirement.
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 005248
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OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
Supplemental Coverages (Required as Checked)
1.☒ Professional Liability/Errors & Omissions Insurance (Consultants, Technology Vendors, Architects,
Engineers, Real Estate Agents, Insurance Agents, Attorneys, etc.) with minimum limits of $1,000,000 per claim
and $1,000,000 aggregate.
2.☐ Commercial Property Insurance. The Contractor shall be responsible for obtaining and maintaining
insurance covering their equipment and personal property against all physical damage.
3.☐ Liquor Legal Liability Insurance with a limit of $1,000,000 each occurrence shall be required when liquor is
served and/or present.
4.☐ Pollution Liability Insurance with minimum limits of $1,000,000 per claim and $1,000,000 aggregate when
cleanup & debris removal are part of the services utilized.
5.☐ Medical Malpractice with minimum limits of $1,000,000 per claim and $1,000,000 aggregate.
6.☐ Garage Keepers Liability with minimum limits of $1,000,000 per claim and $1,000,000 aggregate.
7.☐ Cyber Liability with minimum limits of $1,000,000 per claim and $1,000,000 aggregate.
8.☐ Other Insurance Coverages as may be dictated by the provided product/service and deemed appropriate
by the County Risk Management Department.
General Insurance Conditions
The aforementioned insurance shall be endorsed, as applicable, and shall contain the following terms, conditions,
and/or endorsements. All certificates of insurance shall provide evidence of compliance with all required terms,
conditions and/or endorsements.
1.All policies of insurance shall be on a primary, non-contributory basis with any other insurance or self-
insurance carried by the County;
2.The insurance company(s) issuing the policy(s) shall have no recourse against the County for subrogation
(policy endorsed written waiver), premiums, deductibles, or assessments under any form. All policies shall be
endorsed to provide a written waiver of subrogation in favor of the County;
3.Any and all deductibles or self-insured retentions shall be assumed by and be at the sole risk of the Contractor;
4.Contractors shall be responsible for their own property insurance for all equipment and personal
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
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OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
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.The Contractor shall require its contractors or sub-contractors, not protected under the Contractor’s insurance
policies, to procure and maintain insurance with coverages, limits, provisions, and/or clauses equal to those
required in this Contract;
7.Certificates of insurance must be provided no less than ten (10) Business Days prior to the County’s execution
of the Contract and must bear evidence of all required terms, conditions and endorsements; and
8.All insurance carriers must be licensed and approved to do business in the State of Michigan and shall have
and maintain a minimum A.M. Best’s rating of A- unless otherwise approved by the County Risk Management
Department.
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 005248
Page 26
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OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 005248
Page 27
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OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
EXHIBIT VII
SCOPE OF CONTRACTOR DELIVERABLES / FINANCIAL OBLIGATIONS
Contractor Scope of Services for the BS&A Tax and Assessing System
1. Introduction
1.1. Contractor shall continue to provide County with the applications to support to the County’s tax
and assessment records. The following programs of the System will be provided BSA .Net Tax,
Administration, Assessing, Special Assessment.
2. System Features
2.1. The System provided by Contractor shall include the following applications:
2.1.1. BSA Tax
2.1.2. BSA Assessing
2.1.3. MYSA
2.1.4. PRE-Audit
2.2. Reports/Exports
2.2.1. All reports ad exports in production as of contract execution
3. System Implementation
Contractor shall use the steps described below when any new functionality or customizations are
requested during the term of this contract. The project team along with the contractor will
determine which steps are required before beginning each implementation.
3.1.Initial Planning
3.1.1. Project Kick Off and Testing Scope Review
Contractor’s Project Manager shall conduct a conference call with County to initiate
the various activities in the project.
The kick off meeting shall include, at a minimum, the following items for discussion:
3.1.1.1. Identify points of contact for technical and administrative activity, email,
mobile telephone, as well as after-hours contact guidelines in order for
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 005248
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OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
Contractor to create the Project Communication Plan.
3.1.1.2. Introduce individuals from the County and Contractor who will be performing
the work and review roles and responsibilities.
3.1.1.3. Review a draft implementation Project Plan provided by Contractor.
3.1.1.4. Review this Scope of Services.
3.1.1.5. Discuss a tentative timeline for the project.
3.1.1.6. Identify the information transfer process for data that should remain
restricted or confidential.
County and Contractor will review the initial project work plan, schedule, and
Communications Plan. County and Contractor will refine detailed project plans,
schedules, deployment and training strategies, and begin to refine full project
planning. The Project Kick Off Meeting will define any critical business schedule or
deployment considerations that might impact the project’s timeline.
If it is discovered during the kick-off meeting that modifications to the testing are
required, the Parties will review the Scope of Services and make agreed upon changes
through an amendment to the Contract.
3.1.2. Information Gathering
Contractor will communicate with County to obtain all necessary information to
successfully implement the System. The Information Gathering Phase will define the
functional and technical requirements for implementation of the project. This shall
include identifying:
3.1.2.1. The integrations required with other systems operated by County, including
which data must be integrated into the System.
3.1.2.2. The types and requirements for reports required by County.
3.1.2.3. The technical support that will be available during System set-up through
post-implementation.
3.1.2.4. Potential dates for training, numbers of County staff to train and the County
location that will be used for training.
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 005248
Page 29
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OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
3.1.3. Deliverables
Contractor shall provide County with:
3.1.3.1. A Detailed Project Plan including activities, tasks, and milestones including
the date the System will go live and tasks assigned to each individual that will
be used to build a project implementation schedule. The Detailed Project
Plan will be used by the County to build a Master Project Schedule with dates
and deliverables. The Detailed Project plan will be maintained and updated
by Contractor on a continuous basis and provided to County to update the
Master Project Schedule.
3.1.3.2. A Design Document that Contractor shall review with County
3.1.3.3. A project Communications Plan that will be used by County and Contractor
during the term of the Contract.
3.1.3.4. A list of Specifications, which shall include the hardware specifications, the
required licensed software and browser settings.
3.1.3.5.Project Management Reports at agreed upon intervals (e.g. weekly) that
summarize the work completed by Contractor. These reports will be used to
measure the efficiency, progress, performance and quality of the System
Contractor shall conduct interviews with internal County staff and will ensure
that any security gaps are detected and documented.
3.1.3.6.Minutes from the Project Management Meetings will be provided in an
agreed upon format for the life cycle of the project.
3.1.3.7. A detailed Checklist of the tasks County and Contractor need to perform to
implement the System.
3.1.3.8. A User Acceptance Test Plan that will be used for acceptance of the System
and integration of each phase of the project. The plans will guide unit testing
during each phase of the project.
3.1.3.9. A User Training and Transition Plan on how to train end-users and
administrators as well as a plan to transition to County.
3.1.3.10. A Closeout Notification email that will contain a summary of the Deliverables
provided by Contractor to County for final acceptance of the System.
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 005248
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OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
After County receives each of the following Deliverables: Detailed Project Plan, Design
Document, User Acceptance Test Plan, User Training and Transition Plan and, Closeout
Notification, County shall have five (5) business days to review the Deliverable and notify
Contractor if it is acceptable. If the Deliverable requires modifications, County shall
provide Contractor with a written list of the sections in the Deliverable that need to be
modified. Upon receipt of the revised Deliverable, County shall have five (5) business days
to review the Deliverable and notify Contractor if the Deliverable is Acceptable. This
process will continue until County provides written notice that each individual Deliverable
is acceptable.
3.2. Configuration Planning
Contractor and County shall work together to confirm:
3.2.1. The Internet and firewall settings necessary for hosting the System are in place.
3.2.2. What sample data will be used to test the data migration from current County systems
to the BS&A System.
3.2.3. The method that will be used by County to report support issues to Contractor.
3.3. Installation and Configuration
Contractor shall:
3.3.1. Test the installed System.
3.3.2. Fine tune and adjust user profiles.
3.3.3. Test the back-up and recovery systems including how documentation will be retained
in the event of a data recovery.
3.4. Implementation
Contractor shall:
3.4.1. Provide County with the reports it requests and verify the reports provide the
information expected in the reports.
3.4.2. Work with County to determine if customized reports are needed to provide County
the reporting information it requires. If so, Contractor shall develop the customized
reports or configure a preset report to provide the needed information.
3.4.3. Provide County with Quick reference sheets for main functions of the System.
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
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OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
3.4.4. Provide County with reference guides that explain all of the features and functions of
the System, including County specific customizations.
3.5. Training
Contractor shall:
3.5.1. Provide County with a Training Plan that includes role-based approach to educating
users of the Contractor’s system.
3.5.2. Any days of onsite training will be discussed with Contractor for all staff as identified
by County to take the training classes.
3.5.3. Training shall cover all functions and features of the System.
3.5.4. Training materials shall be provided in Adobe PDF, MSWord format and any other
format as agreed upon by County. The training materials will be updated by
Contractor to include any changes made to the System specific to the County.
3.6. User Acceptance Testing
Contractor shall:
3.6.1. Meet with County to review the status of the System Implementation and review the
User Acceptance Test Plans.
3.6.2. Provide User Test and Acceptance Plans that describe data input to be passed to the
application modules and integrations, test procedures, expected system performance,
and the output or results that should be received if the applications and integrations
are functioning properly.
3.6.3. The final User Test and Acceptance Plans will be based on configuration and
requirements documents approved by County.
3.6.4. Use the Test and Acceptance Plans to conduct integration and stress tests. These will
demonstrate to County that the configurations were implemented correctly and that
the System’s modules are functioning and performing properly to meet the functional
requirements in the Hosted environment and will indicate if there are any outstanding
issues that need to be resolved.
3.6.5. First address any issues that relate to requirements identified in this document.
3.6.6. Review all support requests to ensure all issues identified as System bugs are
addressed.
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 005248
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OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
3.7. Deployment
Contractor shall:
3.7.1. Monitor the users of the System to ensure they are using the System correctly.
3.7.2. Monitor the issues reported by County.
3.7.3. Have conference calls with County as necessary to resolve outstanding issues.
3.8. Integration Framework and Testing Contractor shall migrate data to the System from the
legacy databases prior to the Go-live date. County shall review the data to ensure it migrated
accurately. Contractor shall run test reports to verify if the data from the legacy databases is
migrating correctly.
4.Pricing
4.1. One-time Implementation Costs
Contractor shall provide quotations for any new projects and custom implementations.
4.2. On-Going System Support & Maintenance
Description Annual Cost
Year 1
BSA Tax $59,227
BSA Assessing $59,227
MYSA $9,664
PRE Audit $0
Total Annual Cost $128,118
Year 1 annual costs are documented in the table above. In years 2-5, BS&A will in increase the
maintenance and support costs by no more than the annual CPI. The CPI rate used is provided by
the Michigan State Tax Commission as the inflation rate multiplier used in the yearly capped
value formula.
The following units of government are included in the Support Cost above:
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 005248
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OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
Addison Township, Bloomfield Township, Brandon Township, Commerce Township, Groveland
Township, Highland Township, Lyon Township, Milford Township, Novi Township, Oakland
Township, Orion Township, Oxford Township, Rose Township, Royal Oak Township, Southfield
Township, Springfield Township, Waterford Township, White Lake Township, City of Auburn Hills,
City of Berkley, City of Birmingham, City of Bloomfield Hills, City of Clarkston, City of Clawson, City
of Farmington, City of Ferndale, City of Hazel Park, City of Huntington Woods, City of Keego
Harbor, City of Lake Angelus, City of Lathrup Village, City of Madison Heights, City of Orchard Lake
Village, City of Pleasant Ridge, City of Pontiac, City of Rochester, City of South Lyon, City of Sylvan
Lake, City of Walled Lake, City of Wixom, Village of Beverly Hills, Village of Bingham Farms, Village
of Franklin, Village of Holly, Village of Lake Orion, Village of Leonard, Village of Ortonville, Village
of Oxford and Village of Wolverine.
4.3. Optional Costs
4.3.1 All on-site support required by the County is performed for a fee of $900/day (this includes travel
expenses). County will need to approve all onsite work.
5. Payment
5.1. County shall provide payment to Contractor upon receipt of invoice for Annual Support and
Maintenance.
6. Roles and Responsibilities
6.1. Contractor Responsibilities
6.1.1. Contractor will be responsible for providing the services and deliverables outlined in
this document.
6.1.2. Contractor shall have appropriate staff available during conference calls.
6.2. County Responsibilities – County shall:
6.2.1. Have County personnel available during regular business hours to assist in the System
implementation.
6.2.2. Ensure that the computers and tablets meet the minimum hardware specifications
and have the necessary software installed.
6.2.3. Ensure that the computers and tablets are properly licensed, and the browsers are
properly configured.
6.2.4. Ensure that any ancillary access devices such as signature pads, printers and Wi-Fi
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 005248
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OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
cameras are configured.
7. Service Level Commitment & Support Deliverables
7.1. Contractor shall provide County with:
7.1.1. A live person to telephone support.
7.1.2. Monitored email support.
7.1.3. Remote assistance using Remote Desktop and a Virtual Private Network where
available; and
7.1.4. Ongoing security patches and system health check.
7.1.5. Meet response times associated with service-related incidents.
7.2. County shall:
7.2.1. Have a representative available to communicate with Contractor when Contractor
is working to resolve a service-related incident or request; and
7.2.2. Isolate and rectify technical faults within their own Network infrastructure,
equipment and software.
8. Service Management
8.1. Support Call Process - BSA’s standard hours for telephone support are from 8:30 a.m. to
6:00 p.m. (EST), Monday through Thursday, and Friday from 8:30 a.m. to 5:00 p.m. (EST),
excluding holidays. You can lodge a support request in three ways: (i) Contact Customer
Support option located within the Help menu of all of BSA’s applications (ii) BSA’s toll-free
support line (1-855-BSA-SOFT) or via email. BSA targets less than thirty (30) minutes for
initial response (“Initial Response Target”). Customer Service Request fall into four main
categories:
8.1.1. Technical. Questions or usage issues relating to I.T. functionality, future
hardware purchases, and configuration. BSA tries to resolve these issues within
BSA’s Initial Response Target or as soon thereafter as reasonably possible.
8.1.2. Questions/Support. General questions regarding functionality, use, and set-up
of the applications. BSA tries to resolve these issues within BSA’s Initial Response
Target or as soon thereafter as reasonably possible.
8.1.3. Requests. Customer requests for future enhancements to the applications. Key product
management personnel meet with development staff on a regular basis to discuss the
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 005248
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OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
desirability and priority of such requests. BSA tries to resolve these issues within BSA’s
Initial Response Target or as soon thereafter as reasonably possible.
8.2. Issues/Bugs. Errors fall into three (3) subcategories:
8.2.1.Critical. Cases where an Error has rendered the application or a material component
unusable or not usable without substantial inconvenience causing material and detrimental
consequences to business -- with no viable Customer workaround or alternative. The
targeted resolution time for critical issues is less than one (1) business day.
8.2.2.Moderate. Cases where an Error causes substantial inconvenience and added burden,
but the application is still usable by Customer. The targeted resolution time for all moderate
issues is within two (2) weeks, which is within BSA’s standard update cycle.
8.2.3.Minimal. Cases that are mostly cosmetic in nature, and do not substantially impede
functionality in any significant way. These issues are assigned a priority level at BSA’s regular
meetings, and resolution times are based on the specified priority.
8.3. Remote Support Process - Some support calls may require further analysis of Customer’s
database or set-up to diagnose a problem or to assist Customer with a question. BSA’s
remote support tools share Customer’s desktop via the Internet to provide Customer with
virtual on-site support. BSA’s support team is able to quickly connect remotely to
Customer’s desktop and view its setup, diagnose problems, or assist Customer with
screen navigation.
8.4. User Groups - Several user group meetings are scheduled throughout the year. Meetings
are held at the training facility in Bath, Michigan and are complementary to our
customers.
8.5. Program Updates - Our maintenance and support program include program
updates/enhancements that are distributed to all current customers. BS&A Software has,
and will continue to be, committed to statutory and process compliance as deemed
necessary at the State level.
8.5.1. Timetables have historically been aggressive and all users with paid support
agreements receive periodic updates. Program changes are researched thoroughly,
and active communication is maintained with the appropriate State agencies. Mass
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 005248
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OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
updates are available on our website. The website also carries a comprehensive list of
the functions and features that will be affected with the update.
8.6. Troubleshooting
8.6.1.When problems arise, support agents will troubleshoot over the phone by asking
user questions related to the issue. If necessary, with your permission, we can connect
your computer remotely using an application called Teamviewer. This application allows
us to take control of your computer and resolve the problem. Troubleshooting starts
with our highly trained support personnel. If support is unable to resolve the issue, the
software developers responsible for the application will be brought into the discussion.
Although this is a rare occurrence, if necessary, a backup of your database may need to
be sent to us in order to fix a problem. This is accomplished by uploading a backup to our
FTP site.
AMENDMENT OF CONTRACT 005248
Page 1
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
Rev 2015/12/02(v2)
IT RLB
AMENDMENT OF CONTRACT 005248
AMENDMENT 01
AMENDMENT DATE: November 28, 2018
This AMENDMENT OF CONTRACT (hereafter this "Amendment") is made and entered into by and between
the Contractor named and identified below, (hereafter “Contractor”) and the COUNTY OF OAKLAND
(hereafter “County”) whose address is 2100 Pontiac Lake Rd, Waterford, MI 48328.
CONTRACTOR ADDRESS
BS and A Software
14965 Abbey Lane
Bath, MI 48808 Vendor Number: 390
The County and Contractor agree and acknowledge that the purpose of this Amendment is to modify as
provided herein and otherwise continue the present contractual relationship between the Parties as
described in their current contract with the same contract number as above.
In consideration of the extension of the mutual promises, representations, assurances, agreements, and
provisions in the Contract and this Amendment, the adequacy of which is hereby acknowledged by the
Parties, the County and Contractor hereby agrees to amend the current Contract as follows:
1.0 The County and Contractor agree that any and all defined words or phrases in the current Contract
between the parties will apply equally to and throughout the amendment.
2.0 The Parties agree that any and all other terms and conditions set forth in the current Contract
between the Parties shall remain in full force and effect and shall not be modified, excepted,
diminished, or otherwise changed or altered by this Amendment exc ept as otherwise expressly
provided for in this Amendment.
3.0 Description of Change:
Add $367,259.00 to the contract Not to Exceed (NTE) amount,
The contract NTE will change from $114,121.00 to $481,380.00
AMENDMENT OF CONTRACT 005248
Page 2
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
Rev 2015/12/02(v2)
For and in consideration of the mutual assurances, promises, acknowledgments, warrants, representations,
and agreements set forth in the Contract and this Amendment, and for other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the undersigned hereby execute
this Amendment on behalf of the County, and Contractor and by doing so legally obligate and bind the
County and Contractor to the terms and conditions of the Contract and this Amendment.
THE CONTRACTOR: SIGN / DATE:
BS and A Software
THE COUNTY OF OAKLAND: SIGN / DATE:
Pamela L. Weipert, CPA CIA, Compliance Officer
or
Scott N. Guzzy, CPPO, MBA, Purchasing Administrator
aec
Thomas L Szur (Dec 4, 2018)
Thomas L Szur
Scott N. Guzzy (Dec 4, 2018)
Scott N. Guzzy
AMENDMENT OF CONTRACT 005248
Page 1
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
Rev 2015/12/02(v2)
IT RLB
AMENDMENT OF CONTRACT 005248
AMENDMENT 02
AMENDMENT DATE: May 2, 2019
This AMENDMENT OF CONTRACT (hereafter this "Amendment") is made and entered into by and between
the Contractor named and identified below, (hereafter “Contractor”) and the COUNTY OF OAKLAND
(hereafter “County”) whose address is 2100 Pontiac Lake Rd, Waterford, MI 48328.
CONTRACTOR ADDRESS
BS and A Software
14965 Abbey Lane
Bath, MI 48808 Vendor Number: 390
The County and Contractor agree and acknowledge that the purpose of this Amendment is to modify as
provided herein and otherwise continue the present contractual relationship between the Parties as
described in their current contract with the same contract number as above.
In consideration of the extension of the mutual promises, representations, assurances, agreements, and
provisions in the Contract and this Amendment, the adequacy of which is hereby acknowledged by the
Parties, the County and Contractor hereby agrees to amend the current Contract as follows:
1.0 The County and Contractor agree that any and all defined words or phrases in the current Contract
between the parties will apply equally to and throughout the amendment.
2.0 The Parties agree that any and all other terms and conditions set forth in the current Contract
between the Parties shall remain in full force and effect and shall not be modified, excepted,
diminished, or otherwise changed or altered by this Amendment exc ept as otherwise expressly
provided for in this Amendment.
3.0 Description of Change:
Add the following contract item as described below.
Assessing .NET, Tax .NET, PRE Audit .NET and Special Assessments .NET
One day Onsite assistance in the migration of current school district codes to STC
standardized codes for Assessing, Tax PRE Audit and Special Assessments plus
Travel Expenses
AMENDMENT OF CONTRACT 005248
Page 2
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
Rev 2015/12/02(v2)
For and in consideration of the mutual assurances, promises, acknowledgments, warrants, representations,
and agreements set forth in the Contract and this Amendment, and for other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the undersigned hereby execute
this Amendment on behalf of the County, and Contractor and by doing so legally obligate and bind the
County and Contractor to the terms and conditions of the Contract and this Amendment.
THE CONTRACTOR: SIGN / DATE:
BS and A Software
THE COUNTY OF OAKLAND: SIGN / DATE:
Pamela L. Weipert, CPA CIA, Compliance Officer
or
Scott N. Guzzy, CPPO, MBA, Purchasing Administrator
aec
Scott N. Guzzy (May 2, 2019)
Tom Szur (May 2, 2019)
Tom Szur
14965 Abbey Lane, Bath, MI 48808
(855) 272-7638 | (517) 641-8960 FAX
inquiry@bsasoftware.com
Page 1 of 1 Prices good for a period of 90 days from date on proposal
Proposal to...
Oakland County MI
April 4, 2019
Project Contact: Kelly Garner
Account Executive: Dan J. Burns, CPA
Assistance
Assessing .NET, Tax .NET, PRE Audit .NET and Special Assessments .NET
One day @ $1,100/day
Onsite assistance in the migration of current school district codes to STC standardized codes for Assessing, Tax PRE
Audit and Special Assessments
$1,100
Travel Expenses $115
Total Proposed $1,215
If used for multiple entities or for more than 15 attendees, please contact BS&A for appropriate pricing.
If BS&A must perform application installations for training purposes, please contact BS&A for installation fees.
Signature constitutes an order for products and services as quoted.
Signature Date
Please complete the following for our records:
Project Contact Name_______________________________________________________________ Title__________________________________________________
Phone/Fax_________________________________________________________________________ Email_________________________________________________
Mailing Address____________________________________________________________________________________________________________________________
City, State, Zip______________________________________________________________________________________________________________________________
Wendy Conklin Supervisor
248-452-9895 conklinw@oakgov.com
Oakland County Information Technology, Dept. 49W, 1200 N.Telegraph,
Pontiac, MI 48349
Scott N. Guzzy (May 2, 2019)
May 2, 2019
AMENDMENT OF CONTRACT 005248
Page 1
Rev 2020/09/16
IT JPD
AMENDMENT OF CONTRACT 005248
AMENDMENT 04
AMENDMENT DATE: July 22, 2021
This AMENDMENT OF CONTRACT (hereafter this "Amendment") is made and entered into by and between
the Contractor named and identified below, (hereafter “Contractor”) and the COUNTY OF OAKLAND
(hereafter “County”) whose address is 2100 Pontiac Lake Rd, Waterford, MI 48328.
CONTRACTOR ADDRESS
BS and A Software
14965 Abbey Lane
Bath, MI 48808 Vendor Number: 390
The County and Contractor agree and acknowledge that the purpose of this Amendment is to modify as
provided herein and otherwise continue the present contractual relationship between the Parties as
described in their current contract with the same contract number as above.
In consideration of the extension of the mutual promises, representations, assurances, agreements, and
provisions in the Contract and this Amendment, the adequacy of which is hereby acknowledged by the
Parties, the County and Contractor hereby agrees to amend the current Contract as follows:
1.0 The County and Contractor agree that any and all defined words or phrases in the current Contract
between the parties will apply equally to and throughout the amendment.
2.0 The Parties agree that any and all other terms and conditions set forth in the current Contract
between the Parties shall remain in full force and effect and shall not be modified, excepted,
diminished, or otherwise changed or altered by this Amendment except as otherwise expressly
provided for in this Amendment.
3.0 Description of Change:
Add the following to the Contract Scope of Services per Attachment A:
Remote Training: Assessing .NET - One day @ $1,100/day
AMENDMENT OF CONTRACT 005248
Page 2
Rev 2020/09/16
For and in consideration of the mutual assurances, promises, acknowledgments, warrants, representations,
and agreements set forth in the Contract and this Amendment, and for other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the undersigned hereby execute
this Amendment on behalf of the County, and Contractor and by doing so legal ly obligate and bind the
County and Contractor to the terms and conditions of the Contract and this Amendment.
THE CONTRACTOR: SIGN / DATE:
BS and A Software
THE COUNTY OF OAKLAND: SIGN / DATE:
Scott N. Guzzy, CPPO, MBA, Purchasing Administrator
aec
Scott N. Guzzy (Jul 22, 2021 09:57 EDT)
Thomas Szur (Aug 9, 2021 14:47 EDT)
Thomas Szur
14965 Abbey Lane, Bath, MI 48808
(855) 272-7638 | (517) 641-8960 FAX
inquiry@bsasoftware.com
Page 1 of 1 Prices good for a period of 90 days from date on proposal
Proposal to...
Oakland County MI
July 8, 2021
Project Contact: Kate Teeters
Account Executive: Dan J. Burns, CPA
Remote Training
Assessing .NET
One day @ $1,10 0/day
Training scheduled for August 16, 2021 with David Kirwin.
$1,100
If used for multiple entities or for more than 15 attendees, please contact BS&A for appropriate pricing.
If BS&A must perform application installations for training purposes, please contact BS&A for installation fees.
Signature constitutes an order for products and services as quoted.
Signature Date
Please complete the following for our records:
Project Contact Name _______________________________________________________________ Title__________________________________________________
Phone/Fax_________________________________________________________________________ Email_________________________________________________
Mailing Address ____________________________________________________________________________________________________________________________
City, State, Zip ______________________________________________________________________________________________________________________________
Coreen Wilson User Support I
248-705-2309 wilsonco@oakgov.com
1200 N. Telegraph Rd., 49W
Pontiac, MI 48341
ATTACHMENT A
Scott N. Guzzy (Jul 22, 2021 09:57 EDT)Jul 22, 2021
Supplier Contract CON00008301: Software - Appraisal - P
Contract Number CON00008301
Status Approved
Contract Information
Company Oakland County
Supplier BS and A Software
Contract Specialist Wendy Pucher (23900)
Buyer Wendy Pucher (23900)
Contract Type Service Contract
Contract Name Software - Appraisal - P
Contract Reference 0000000000000000000005248/1080101
On Hold No
Terms and Amounts
Start Date 11/01/2017
Contract Signed Date 11/01/2017
End Date 10/31/2022
Total Contract Amount 27,572.00
Original Contract Amount 27,572.00
Line Total Amount 0.00
Currency USD
Default Tax Code
Default Payment Type EFT with Multiple References
Override Payment Type
Credit Card
Spend Transactions
Purchase Order Amount 300.00
Invoiced PO Amount 300.00
Non-PO Invoice Amount 0.00
PO Balance Remaining 27,272.00
Invoice Balance Remaining 27,272.00
Contract Overview
Contract Overview Original Contract Amount: 516380 1080101- C1 2022/01/06 LMC CHANGE BUYER FROM RLB/SNG TO
WP., C2 2019/11/26 CMK CO 03 Add the following contract item per Attachment A Tax.Net $1,500.00, C3
2022/04/02 CLA CO 05 Added $35,000.00 to the Contract Not to Exceed (NTE) amount. The Contract
NTE changed from $481,380.00 to $516,380.00 ., C4 2017/11/22 AEC NPC436 Replacing Contract
003624, C5 2017/12/14 AEC Contract Finalized, C6 2018/12/04 AEC CO 01 Add $367,259.00 to the
contract Not to Exceed (NTE) amount, The contract NTE will change from $114,121.00 to $481,380.00,
C7 2019/05/02 AEC CO 02 Add the following contract item as described below. Assessing .NET, Tax
.NET, PRE Audit .NET and Special Assessments .NET One day Onsite assistance in the migration of
current school district codes to STC standardized codes for Assessing, Tax PRE Audit and Special
Assessments plus Travel Expenses, C8 2021/08/10 AEC CO 04 Add the following to the Contract Scope
of Services per Attachment A: Remote Training: Assessing .NET - One day @ $1,100/day
Catalog Item Pricing
Catalog
Catalog Discount Percent
005248_CO_03.pdf
File Name 005248_CO_03.pdf
Content Type application/pdf
Updated By Christine Krywko (22211)
View Supplier Contract: View Supplier
Contract
03:39 PM
08/30/2022
Page 1 of 2
Upload Date 05/18/2022 09:32:06 AM
Comment
005248_CO_02.pdf
File Name 005248_CO_02.pdf
Content Type application/pdf
Updated By Christine Krywko (22211)
Upload Date 05/18/2022 09:32:06 AM
Comment
BS and A Software.pdf
File Name BS and A Software.pdf
Content Type application/pdf
Updated By Christine Krywko (22211)
Upload Date 05/18/2022 09:32:06 AM
Comment
005248_CO_01.pdf
File Name 005248_CO_01.pdf
Content Type application/pdf
Updated By Christine Krywko (22211)
Upload Date 05/18/2022 09:32:06 AM
Comment
005248_CO_05.pdf
File Name 005248_CO_05.pdf
Content Type application/pdf
Updated By Christine Krywko (22211)
Upload Date 05/18/2022 09:32:06 AM
Comment
005248_CO_04.pdf
File Name 005248_CO_04.pdf
Content Type application/pdf
Updated By Christine Krywko (22211)
Upload Date 05/18/2022 09:32:06 AM
Comment
View Supplier Contract: View Supplier
Contract
03:39 PM
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Page 2 of 2
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 005248
Page 1
Rev 2016/07/01(v3)
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
Buyer: RLB CONTRACT NUMBER: 005248 Event # NPC436
CONTRACT between the COUNTY OF OAKLAND and CONTRACTOR
The Parties agree to the attached terms and conditions:
FOR THE CONTRACTOR:
SIGN:
FOR THE COUNTY:
SIGN: SIGN:
Contract Administrator Pamela L. Weipert, CPA, CIA, Compliance Officer
or
Scott N. Guzzy, CPPO, MBA, Purchasing Admin
Not To Exceed Amount: $114,121.00 Effective Date: 11/1/2017 Expiration Date: 10/31/2022
Contract
Description: Software - Appraisal - P
Contractor
Information:
Contract
Administrator:
BS and A Software
14965 Abbey Lane
Bath, MI 48808
Vendor No: 390
Compliance Office
Purchasing Information:
Contract Administrator
Oakland County Using Department:
Buyer: Richard Brower
OAKLAND COUNTY
2100 Pontiac Lake Rd Bldg 41W
Waterford, MI 48328-0462
248-858-0511
purchasing@oakgov.com
Michael Timm
Director Information Technology
1200 North Telegraph Road
Waterford MI 48341
248-858-0857
timmmr@oakgov.com
aec
Thomas L Szur (Dec 12, 2017)
Thomas L Szur
Dec 14, 2017
Scott N. Guzzy (Dec 14, 2017)
Scott N. Guzzy
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 005248
Page 2
Rev 2016/07/01(v3)
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
This Contract is organized and divided into the following Sections for the convenience of the Parties.
Section 1. Contract Definitions
Section 2. Contract Term and Renewal
Section 3. Contract Administration and Amendments
Section 4. Contract Termination
Section 5. Scope of Deliverables and Financial/Payment Obligations
Section 6. Contractor’s Warranties and Assurances
Section 7. Liability
Section 8. Contractor Provided Insurance
Section 9. Intellectual Property and Confidentiality
Section 10. General Terms and Conditions
§1. CONTRACT DEFINITIONS
The following words when printed with the first letter capitalized shall be defined and
interpreted as follows, whether used in the singular or plural, nominative or possessive case,
and with or without quotation marks:
1.1. “Amendment” means any change, clarification, or modification to this Contract.
1.2. “Business Day” means Monday through Friday from 8:00 a.m. to 5:00 p.m., excluding County
designated holidays.
1.3. “Claims” means any loss; complaint; demand for relief or damages; lawsuit; cause of action;
proceeding; judgment; penalty; costs or other liability of any kind which is imposed on, incurred
by, or asserted against the County or for which the County may become legally or contractually
obligated to pay or defend against, whether commenced or threatened, including, but not
limited to, reimbursement for reasonable attorney fees, mediation, facilitation, arbitration fees,
witness fees, court costs, investigation expenses, litigation expenses, or amounts paid in
settlement.
1.4. “Confidential Information” means all information and data that the County is required or
permitted by law to keep confidential and “Proprietary Information” as defined herein.
1.5. “Contract” means this document and any other documents expressly incorporated herein.
1.6. “Contractor” means the entity or person listed under “Contractor” on the first page of this
Contract.
1.7. “Contractor Employee” means any employee; officer; director; member; manager; trustee;
volunteer; attorney; licensee; contractor; subcontractor; independent contractor; subsidiary;
joint venturer; partner or agent of Contractor; and any persons acting by, through, under, or in
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 005248
Page 3
Rev 2016/07/01(v3)
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
concert with any of the above, whether acting in their personal, representative, or official
capacities. Contractor Employee shall also include any person who was a Contractor Employee
at any time during the term of this Contract but, for any reason, is no longer employed,
appointed, or elected in that capacity.
1.8. “Contract Documents” mean the following documents, which this Contract includes and
incorporates:
Exhibits (Applicable if Checked)
1.8.1. ☒ Exhibit I: Contractor Insurance Requirements
1.8.2. ☐ Exhibit II: Business Associate Agreement (Health Insurance Portability and Accountability Act
Requirements)
1.8.3. ☐ Exhibit III: Federally Funded Contract Requirements
1.8.4. ☐ Exhibit IV: License for Use of County Servicemark
1.8.5. ☐ Exhibit V: Software License(s)
1.8.6. ☐ Exhibit VI: Acknowledgement of Independent Employment Status
1.8.7. ☒ Exhibit VII: Scope of Contractor Deliverables/Financial Obligations
1.9. “County” means the County of Oakland, a Municipal and Constitutional Corporation, its
departments, divisions, authorities, boards, committees, and “County Agents” as defined below.
1.10. “County Agent” means any elected and appointed officials; directors; board members; council
members; commissioners; employees; and volunteers of the County; whether acting in their
personal, representative, or official capacities. “County Agent” shall also include any person
who was a “County Agent” anytime during the term of this Contract but, for any reason , is no
longer employed, appointed, or elected and in that capacity.
1.11. “County Data” means information or data provided by County to Contractor in the performance
of this Contract, including, but not limited to any personally identifiable information such as
names, e-mail addresses, passwords, phone numbers, and home or business addresses. County
Data includes Confidential Information as defined in this Contract.
1.12. “Day” means any calendar day, which shall begin at 12:00:00 a.m. and end at 11:59:59 p.m.
1.13. “Deliverables” means goods and/or services provided under this Contract, whether tangible or
intangible, and may be more specifically described in the Exhibits.
1.14. “Effective Date” means midnight on the date listed on the first page of this Contract.
1.15. “Expiration Date” means 11:59.59 p.m. on the date listed on the first page of this Contract.
1.16. “E-Verify” means an Internet based system operated by the Department of Homeland Security
(DHS) in partnership with the Social Security Administration (SSA) that allows particip ating
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 005248
Page 4
Rev 2016/07/01(v3)
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
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.
1.17. “Intellectual Property” means any developments, improvements, designs, innovation, and
materials that may be the subject of a trademark/servicemark, copyright, patent, trade secret,
or Proprietary Information.
1.18. “Iran-Linked Business” is defined in the Michigan Compiled Laws (MCL), specifically MCL
129.312, being Section 2 of Public Act 517 of 2012.
1.19. “Not to Exceed Amount” means the dollar amount listed on the first page of this Contract,
unless amended. The “Not to Exceed Amount” is not the County’s financial obligation under
this Contract, but the maximum amount that can be paid to Contractor during the term of this
Contract.
1.20. “Proposal” means Contractor’s response or bid to the County’s Request for Proposal, Request
for Qualifications, or Request for Quotes.
1.21. “Proprietary Information” means ideas, concepts, inventions, and processes related to the
development and operation of computer software and systems such as source code, object
code, security procedures, and passwords.
1.22. “Purchase Order” means the County’s written request to Contractor for Deliverables pursuant
to this Contract. The Purchase Order may include terms regarding delivery schedule, payment,
and transportation.
1.23. “Purchasing” means the Purchasing Unit of the Oakland County Compliance Office.
§2. CONTRACT TERM AND RENEWAL
2.1. Contract Term. This Contract shall begin on the Effective Date and shall end on the Expiration Date.
2.2. Contract Renewal. Unless otherwise provided herein, the Parties are under no obligation to
renew or extend this Contract after the Expiration Date. This Contract may only be e xtended by
an Amendment.
2.3. Legal Effect. This Contract shall be effective and binding when all of the following occur:
(a) this Contract is signed by a Contractor Employee, legally authorized to bind Contractor;
(b) this Contract is signed by an authorized County Agent; (c) all Contractor certificates of
insurance, required by this Contract, are submitted and accepted by Purchasing; and (d) any
other conditions precedent to this Contract have been met.
§3. CONTRACT ADMINISTRATION AND AMENDMENTS
3.1. Contract and Purchase Order Issuance. Purchasing shall issue this Contract and any Purchase
Orders that may be required. Purchasing is the sole point of contact in the County regarding all
procurement and contractual matters relating to this Contract and any Purchase Orders.
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 005248
Page 5
Rev 2016/07/01(v3)
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
Purchasing is the only County office/department authorized to make any Amendments to this
Contract or Purchase Orders.
3.2. Purchase Orders. Purchase Orders issued under this Contract are governed by the terms and
conditions of this Contract and are included and incorporated herein.
3.3. Project Managers. Each Party may designate an employee or agent to act as a Project Manager.
If Project Managers are selected, they shall be listed in Exhibit VII and their duties shall be set
forth in Exhibit VII. Unless otherwise stated in Exhibit VII, the County’s Project Manager has no
authority to amend this Contract.
3.4. Contract Administrators. The County shall designate an employee or agent to act as Contract
Administrator(s). Contractor may designate its employee or agent to act as Contract
Administrator(s). The Contract Administrators shall be listed on the first page of this Contract.
The County’s Contract Administrator(s) shall be responsible for monitoring and coordinating
day-to-day activities under this Contract, reviewing Deliverables and invoices, and submitting
requests for Amendments to Purchasing. The County’s Contract Administrator(s) have no
authority to amend this Contract.
3.5. Contract Amendments. All Amendments to this Contract must be in writing. This Contract shall
not be amended by any packing slip, Purchase Order, invoice, click through license agreement,
or Contractor policies or agreements published on Contractor’s website or otherwise.
Amendments to this Contract shall be issued only by Purch asing. The Amendment shall be
effective when signed by an authorized Contractor Employee and an authorized County Agent.
3.6. Unauthorized Changes. Contract changes shall not be effective until an Amendment containing
the change is executed according to the procedures described in this Contract. If the Contractor
is directed to perform work that Contractor believes is a change in the Contract/Deliverables,
then Contractor must notify Purchasing that it believes the requested work is a change to the
Contract before performing the requested work. If Contractor fails to notify Purchasing before
beginning the requested work, then Contractor waives any claims for additional compensation
for performing the requested work. If Contractor begins work that is outsid e the scope of this
Contract or begins work before an Amendment is executed and then stops performing that
work, Contractor must, at the request of the County, undo any out -of-scope work that the
County believes would adversely affect the County.
3.7. Precedence of Contract Documents. In the event of a conflict, the terms and conditions
contained in Sections 1 through 10 of this Contract shall prevail and take precedence over any
allegedly conflicting provisions in all Contract Documents, Exhibits, Purchase Orders,
Amendments, and other documents expressly incorporated herein. Terms and conditions
contained in Contractor invoices, packing slips, receipts, acknowledgments, click-through
licenses, and similar documents shall not change the terms and conditions of this Contract.
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 005248
Page 6
Rev 2016/07/01(v3)
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
§4. CONTRACT TERMINATION
4.1. County Termination. In addition to any other legal rights the County may have to terminate or
cancel this Contract, the County may terminate the Contract as follows:
4.1.1. Immediate Termination. The County may terminate or cancel this Contract, in whole or in part,
immediately, upon notice to Contractor, if any of the following occur: (a) Contractor, officer of
Contractor, or an owner of a 25% or greater share of Contractor is convicted of a criminal
offense; or (b) if any third-party funding for this Contract is reduced or terminated.
4.1.2. Termination for Convenience. The County may terminate or cancel this Contract, in whole or
part, at any time, upon ninety (90) Days’ notice to Contractor, for any reason, including
convenience without incurring obligation or penalty of any kind. The effective date for
termination or cancellation shall be clearly stated in the notice.
4.2. Contractor Termination. Contractor may terminate or cancel this Contract, in whole or part,
upon one hundred and eighty (180) Days’ notice to the County, if the County breaches any duty
or obligation contained herein and within such notice period has failed or has not attempted to
cure the breach. The effective date of termination or cancellation and the specif ic alleged
default shall be clearly stated in the notice to the County.
4.3. 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
County be liable for any future loss of income, profits, any consequential damages, any loss of
business opportunities, revenues, or any other economic benefit Contractor may have realized
but for the termination or cancellation of this Contract. The County shall not be obligated to
pay Contractor any cancellation or termination fee if this Contract is cancelled or terminated as
provided herein. If the County chooses to terminate the Contract in part, then the charges
payable under this Contract must be equitably adjusted to reflect those Deliverables that are
terminated.
4.4. Contractor’s Obligations 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 de rived or resulting from the
Contract that is in Contractor’s possession; (c) return all materials, property, and County Data
provided to Contractor by the County; (d) unless otherwise directed by the County, transfer title
in and deliver to the County all Deliverables in the possession of Contractor or Contractor
Employees (which Deliverables are transferred to the County “As-Is”, except to the extent the
amounts paid by the County for these Deliverables include warranties or warranty services and,
in that situation, the Deliverables will be transferred with the warranty or warranty services and
not “As-Is”); and (e) take any action to mitigate and limit any potential damages, including
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 005248
Page 7
Rev 2016/07/01(v3)
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
terminating or limiting, as applicable, those subcontracts and outstanding orders for materials
and supplies connected with or related to this Contract.
4.5. Assumption of Subcontracts. If Contractor is in breach of this Contract and the County
terminates this Contract, then the County may assume, at its option, any subcontracts a nd
agreements for Deliverables provided under the Contract and may pursue completion of the
Deliverables by replacement Contract or otherwise as the County, in its sole judgment, deems
expedient.
§5. SCOPE OF DELIVERABLES AND FINANCIAL/PAYMENT OBLIGATIONS
5.1. Performance of Deliverables. Contractor shall provide all Deliverables identified in and as set
forth in Exhibit VII, any Purchase Orders, or any Amendments to this Contract.
5.2. Software License(s). If this Contract includes a Software License(s) as described in Exhibit V,
then the Parties shall follow the terms and conditions therein. Any applicable third party
Software License(s) are also provided in Exhibit V. Unless specifically agreed to by County, if
County Agents are required to accept click through license terms to access any of the
Deliverables in this Contract, the terms and conditions of those click through licenses are
without force and effect.
5.3. Financial Obligations. Except as otherwise set forth in this Contract, the County’s sole financial
obligation under this Contract shall be set forth in Exhibit VII. The amount and manner of
payment of the financial obligation shall be set forth in Exhibit VI I and may be in the Software
License Exhibit V, if applicable, or a Purchase Order.
5.4. Payment Obligations. Except as otherwise set forth in the Exhibits, Contractor shall submit an
invoice to the County’s Contract Administrator itemizing amounts due and owing under this
Contract, as of the date of the invoice. Invoices shall contain the following inform ation:
(a) County Contract Number; (b) dates of Deliverables; (c) itemized list of Deliverables;
(d) Contractor Tax ID Number (federal and State); (e) licenses; and (f) any other information
requested by Purchasing. The County shall have no obligation to make a payment under this
Contract until an invoice is submitted in the form set forth herein and shall have no obligation
to pay for Deliverables, which have not been invoiced (as required herein) within sixty (60) Days
of Contractor’s performance. Unless otherwise set forth in the Exhibits, the County shall only
pay Contractor for Deliverables under this Contract and not any subcontractors or assignees of
Contractor.
5.5. Not to Exceed Amount. The amount due and owing to Contractor, under this Contract, shall
not exceed the “Not to Exceed Amount.” If Contractor can reasonably foresee that the total
financial obligation for the Contract will exceed the “Not to Exceed Amount,” then Contractor
shall provide Purchasing with notice of this fact at least ten (10) Days before this event.
5.6. No Obligation for Penalties/Costs/Fines. The County shall not be responsible for any cost; fee;
fine; penalty; or direct, indirect, special, incidental, or consequential damages incurred or
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 005248
Page 8
Rev 2016/07/01(v3)
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
suffered by Contractor in connection with or resulting from the performance of this Contract
under any circumstances.
5.7. Set-Off of County Costs. If the County incurs any costs associated with the duties or obligations
of Contractor under this Contract, then the County has the right to set -off those costs from any
amounts due and owing Contractor. This set -off includes withholding payment in an amount
equal to the cost of any County-provided equipment, supplies, or badges that are not returned
by Contractor upon completion, termination, or cancellation of this Contract.
5.8. In-Kind Services. Unless expressly provided herein, this Contract does not authorize any in-kind
services by either Party.
§6. CONTRACTOR’S WARRANTIES AND ASSURANCES
6.1. Full Knowledge of Contract Expectations. Contractor warrants that before submitting its
Proposal and/or entering into this Contract, it had a full opportunity to review all County
requirements and/or expectations for this Contract. Contractor is responsible for being
adequately and properly prepared to execute this Contract. Contractor has satisfied itself in all
material respects that it will be able to perform the Contract as specified herein.
6.2. Complete and Accurate Representations. Contractor certifies that all statements, assurances,
records, and materials submitted to the County in connection with seeking and obtaining this
Contract have been truthful, complete, and accurate.
6.3. Access to Contractor Policies. If the Parties agree in this Contract to follow any Contractor
polices, such as acceptable use or privacy policies, then Contractor shall retain each version of
such policies and the effective dates and shall promptly provide such to the County, if
requested.
6.4. Grant Compliance. If any part of this Contract is supported or paid for with any State, federal,
or other third-party funds granted to the County, then Contractor shall comply with all
applicable grant requirements. Upon request of Contractor, the County shall provide
Contractor with a copy of the applicable grant requirements.
6.5. Contractor Incidental Expenses. Except as otherwise expressly provided in this Contract,
Contractor shall be solely responsible and liable for all costs and expenses associated or needed
to perform this Contract, including, but not limited to, any professional dues, association fees,
license fees, fines, taxes, and penalties.
6.6. Equipment and Supplies. Contractor is responsible for providing all equipment and supplies to
perform this Contract, which are not expressly required to be provided by the County.
6.7. Contractor Employees.
6.7.1. Number and Qualifications of Contractor Employees. Contractor shall employ and assign
qualified Contractor Employees as necessary and appropriate to perform this Contract.
Contractor shall ensure all Contractor Employees have the knowledge, skill, and qualifications to
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Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
perform this Contract and possess any necessary licenses, permits, certificates, and
governmental authorizations as may be required by law.
6.7.2. Control and Supervision of Contractor Employees. Contractor shall solely control, direct, and
supervise all Contractor Employees with respect to all Contractor obligations under this
Contract. Contractor will be solely responsible for and fully liable for the conduct and
supervision of any Contractor Employees.
6.7.3. Removal or Reassignment of Personnel at the County’s Request. Contractor shall remove a
Contractor Employee performing work under this Contract at the County’s request provided
that the County’s request is based on legitimate, good -faith reasons. Replacement personnel
for the removed person must be fully qualified for the position. If the removal of a Contractor
Employee results in an unanticipated delay, which is attributable to the County, then this delay
shall not be considered a breach of the Contract and the terms and conditions of this Contract
effected by the removal will be adjusted accordingly.
6.7.4. Contractor Employee Identification. If requested by the County, Contractor Employees shall
wear and display appropriate County-provided identification at all times while working on
County premises. Contractor shall return all County-provided identification upon completion of
Contractor’s obligations under this Contract.
6.7.5. Background Checks. At the County’s request, Contractor Employees performing work under
this Contract shall be subject to a background check by the County. The scope of the
background check is at the discretion of the County and the results will be used to determine
Contractor Employee’s eligibility to perform work under this Contract. Any request for
background checks will be initiated by the County and will be reasonably related to the type of
work requested. Contractor and Contractor Employees shall provide all information or
documents necessary to perform the background check.
6.7.6. Compliance with County Security Policies and Use Policies . Contractor shall require all
Contractor Employees to comply with the County’s security and acceptable use policies for
County property (tangible and intangible), equipment, resources, facilities, and systems. Upon
request, the County shall provide such policies to Contractor.
6.7.7. Contractor 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
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.
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COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
6.7.8. Contractor’s Compliance with the Patient Protection and Affordable Care Act . If Contractor is
subject to the Patient Protection and Affordable Care Act (“ACA”), PL 111-148, 124 Stat 119,
then Contractor shall ensure that all Contractor Employees, under assignment to the County,
and their dependents, as defined by the ACA, are provided with or have access to insurance as
required by the ACA. If Contractor is subject to the ACA, Contractor warrants it offers group
health coverage to Contractor Employees and their dependents that is affordable, that provides
minimum essential coverage and value, and that each offer of coverage meets the timing
requirements of the ACA. Contractor warrants, whether or not it is subject to the ACA, that it
will pay all applicable fees, taxes, or fines, as set forth in the employer mandates of the ACA
under Tax Code §4980H and related regulations for any Contra ctor Employee, whether the fee,
tax, or fine is assessed against the Contractor or the County.
6.8. Acknowledgment of Independent Contractor Status.
6.8.1. Independent Contractor. Nothing in this Contract is intended to establish an employer-
employee relationship between the County and Contractor or any Contractor Employee. In no
event, shall Contractor Employees be deemed employees, agents, volunteers, or subcontractors
of the County. Contractor shall ensure that Contractor Employees are appr ised of their status
and limitations of independent contractors.
6.8.2. 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.
6.8.3. County Benefits and Plans. Contractor and Contractor Employees shall not be entitled to
participate in any County employee benefit plans and programs, including but not limited to,
retirement, deferred compensation, insurance (including without limitation, health, disability,
dental, and life), and vacation pay. This limitation includes access to benefit plans and programs
that are not described by a written plan. However, Contractor Employees who are retired
County Employees may receive vested post-employment benefits such as retiree health care
and pension benefits from Oakland County.
6.8.4. County Reliance. The County entered into this Contract in reliance of the representations made
by Contractor regarding its understanding of th e role of independent contractors, its stated
relationship to Contractor Employees, and other representations Contractor has made
regarding the management and performance oversight of Contractor Employees.
6.8.5. Independent Employment Status. If Contractor provides Contractor Employees for staffing
and/or leasing services to County, those Contractor Employees shall sign Exhibit VI,
Independent Employment Status prior to performing services for County and prior to receiving a
County identification badge. Contractor Employees shall provide a signed copy of Exhibit VI to
County’s Purchasing Unit prior to the final execution of this Contract. Contractor Employees
who begin an assignment at County after Contract execution, are required to provide a signed
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COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
copy of Exhibit VI to the County’s Purchasing Unit prior to receiving a County identification
badge.
6.9. Permits and Licenses. Contractor shall be responsible for obtaining and maintaining,
throughout the term of this Contract, all licenses, permits, certificates, gover nmental
authorizations, and business/professional licenses necessary to perform this Contract.
Upon request by the County, Contractor shall furnish copies of any permit, license, certificate,
or governmental authorization necessary to perform this Contract.
6.10. E-Verify. In accordance with Miscellaneous Resolution No.09116 (BOC Minutes, July 30, 2009,
pp 37-38), unless otherwise exempted, all service contractors who wish to contract with the
County to provide services must first certify they have registered with, will participate in, and
continue to utilize, once registered, the E-Verify Program (or any successor program
implemented by the federal government or its departments or agencies) to verify the work
authorization status of all newly hired employees employed by the Contractor. Breach of this
term or condition is considered a material breach of this Contract. Contractor’s execution of
this Contract constitutes a certification that they are authorized to certify on behalf of
Contractor and do hereby certify on behalf of Contractor that the Contractor has registered
with, has and will participate in, and does and will continue to utilize once registered and
throughout the term of this Contract and any permissible extension hereof, the E -Verify
Program (or any successor program implemented by the federal government or its departments
or agencies) to verify the work authorization status of all newly hired employees employed by
the Contractor.
6.11. Iran-Linked Business Certification. Contractor certifies that it is not an Iran-Linked Business.
Contractor further certifies that it was not an Iran-Linked Business at the time it submitted its
Proposal for this Contract. Contractor must promptly notify the County, if Contractor becomes
an Iran-Linked Business at any time during this Contract.
6.12. Taxes.
6.12.1. Contractor Taxes. Contractor shall collect and pay its local, state, and federal taxes, including
but not limited to, all employment taxes, sales taxes, personal property taxes, and real property
taxes. The County shall not be liable to or required to reimburse Contractor for any local, state,
or federal tax of any kind.
6.12.2. County Tax-Exempt. The County is exempt from state and local sales tax, personal property tax,
and real property tax. Prices under this Contract shall not include taxes, unless the County is
not tax-exempt for a specific Deliverable. Exemption certificates for sales tax will be furnished
upon request.
6.13. Warranty for Services. Contractor warrants that all Deliverables that are services shall be
performed in compliance with all applicable laws, statutes, regulations, ordinances, and
professional standards.
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COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
6.14. Warranty for Goods. All Deliverables that are goods shall be subject to the following
warranties:
6.14.1. Warranty of Merchantability. Goods provided by Contractor pursuant to this Contract shall:
(a) be merchantable, (b) be of good quality, (c) be fit for their ordinary purpose, (d) be
adequately contained and packaged, and (e) conform to the specifications and descriptions
contained in the Contract.
6.14.2. 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.
6.14.3. Warranty of Title. All goods conveyed to the County shall be conveyed and transferred:
(a) with good title, (b) free from any security interest, lien, or encumbrance that the County did
not have knowledge of when the Contract was executed, and (c) free of any rightful claim of
infringement or similar claim by a third-party.
6.15. Response to Legal Request for County Data. If County receives a Court Order, a Freedom of
Information Act (FOIA) request, or other legal request to provide County Data held by
Contractor, then Contractor shall provide County Data to the County, in a format directed by
the County, within the time frame required by law.
6.16. Section 508 Compliance. If Contractor is providing a Deliverable that requires County Agents or
the general public to access a website, Contractor warrants end users will have the ability to
access the website to register and provide information updates to receive the Deliverables
herein in accordance with the accessibility requirements of Section 508 Amendment to the
Rehabilitation Act of 1973 (29 U.S.C § 794(d)).
§7. LIABILITY
7.1. Contractor Indemnification. Contractor shall indemnify, defend, and hold the County harmless
from all Claims, incurred by or asserted against the County by any person or entity, which are
alleged to have been caused directly or indirectly from the acts or omissions of Contractor or
Contractor’s Employees. The County’s right to indemnification is in excess and above any
insurance rights/policies required by this Contract.
7.2. No Indemnification from the 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.
§8. CONTRACTOR PROVIDED INSURANCE
At all times during this Contract, Contractor shall obtain and maintain insurance according to
the specifications listed in Exhibit I.
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OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
§9. INTELLECTUAL PROPERTY AND CONFIDENTIALITY
9.1. Contractor Use of Confidential Information/County Data. Contractor and/or Contractor
Employees shall not reproduce, provide, disclose, or give access to Confidential Information or
County Data to any Contractor Employee not having a legitimate need to know the Confidential
Information or County Data or to any third-party. Contractor and Contractor Employees shall
only use the Confidential Information and County Data for performance of this Contract.
Notwithstanding the foregoing, Contractor may disclose the Confidential Information or County
Data if required by law, statute, or other legal process; provided that Contractor: (a) gives the
County prompt written notice of the impending disclosure, (b) provides reasonable assistance
to the County in opposing or limiting the disclosure, and (c) makes only such disclosure as is
compelled or required. This Contract imposes no obligation upon Contractor with respect to
any Confidential Information or County Data which Contractor can establish by legally sufficient
evidence: (a) was in possession of or was known by Contractor, prior to its receipt from the
County, without any obligation to maintain its confidentiality; or (b) is obtained by Contractor
from a third party having the right to disclose it, without an obligation to keep such information
confidential.
9.2. Contractor Use of 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, us e, copy, or
otherwise provide or make available any such Software or documentation to any other person
or entity, for any purpose, without the prior written consent of the County and/or the licensor.
Furthermore, neither Contractor nor Contractor Employee shall produce a source listing,
decompile, disassemble, or otherwise reverse engineer any copyrighted Software. Neither
Contractor nor Contractor Employee shall use any Software contrary to the provisions of any
applicable Software license agreement or state or federal law.
9.3. Contractor License to Use County Servicemarks. If this Contract involves the use of County
servicemarks to perform this Contract, then Contractor is granted a license to use the
servicemarks subject to the terms listed in Exhibit IV. Contractor shall only use the servicemarks
as directed by the County.
9.4. Assignment of Rights. In consideration for the performance of this Contract and the fees paid
to Contractor, Contractor agrees to the following: (a) Contractor shall have no copyright, patent,
trademark, or trade secret rights in County Intellectual Property; (b) any and all programs,
inventions, and other work or authorship developed by Contractor while providing Deliverables
to the County are works made for hire, created for, and owned exclusively by the County, unless
otherwise specified in the Contract; (c) Contractor assigns to the County all rights and interest in
County Intellectual Property, which Contractor has made or conceived or may make and
conceive, either solely or jointly with others, either on or off County premises while performing
this Contract or with the use of the time, material, or facilities of the County; and (d) Contractor
and its applicable Contractor Employees shall sign any documents necessary for the County to
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COMPLIANCE OFFICE
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Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
register patents, copyrights, or trademarks with federal or state agencies. Contractor shall
ensure its Contractor Employees assign their rights and interests in County Intellectual Property
to the County.
9.5. Use of County Data. If Contractor uses or possesses County Data in the performance of this
Contract, then the following provisions contained in this subsection apply:
9.5.1. Implementation of Security Measures. Contractor shall implement and maintain appropriate
administrative, technical, and organizational security measures to safeguard against
unauthorized access, disclosure, or theft of County Data. Such measures shall be in accordance
with security industry best practice and not less stringent than the measures Contractor applies
to its own confidential data of similar kind. Contractor warrants it follows security industry best
practices.
9.5.2. Unauthorized Access/Disclosure or Theft of County Data. Contractor shall notify County
immediately on becoming aware of an actual or suspected unauthorized access, disclosure, or
theft of County Data. Contractor shall do the following: (1) take commercially reasonable
measures to promptly cure the deficiencies relating to the security breach in order to secure
County Data, and (2) comply with any applicable federal or state laws and regulations pertaining
to unauthorized disclosures.
9.5.3. Storage of County Data. Contractor shall only store and process County Data at and from data
centers located within the United States. Contractor shall not and shall not permit Contract or
Employees to store County Data on portable devices, including personal computers, except for
devices that are used and kept only at its U.S. data centers. Contractor shall permit its
Contractor Employees to access County Data remotely only as required to provide technical
support.
9.5.4. Obligations upon Expiration, Termination or Cancellation of Contract. At the County’s sole
discretion, upon expiration, termination, or cancellation of this Contract, Contractor shall return
County Data in a mutually agreeable format in a prompt and orderly manner or provide for the
secure disposal of County Data as directed by County.
§10. GENERAL TERMS AND CONDITIONS
10.1. Access to County Property or Facilities. As set forth in this Contract, Contractor has access to
and the right to use County property and facilities necessary to perform this Contract. Unless
otherwise provided in this Contract or Contractor receives prior written permission from the
County’s Director responsible for the department requiring access outside of Busine ss Days,
Contractor may only access and use County property and facilities for performance of this
Contract on Business Days.
10.2. Signs on County Property or Facilities. Contractor shall not place any signs or advertisements
on County property or facilities without the prior written permission of the County’s Director of
Facilities Management or successor.
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OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
10.3. Use of County Property or Facilities. While performing this Contract, Contractor shall keep
County property or facilities and anything stored thereon in a clean, safe, and healthful
condition and shall keep the property and facilities in a manner that will not prevent or interfere
with the County’s performance of its functions.
10.4. Removal of Contractor Personal Property. At the expiration or termination of this Contract,
Contractor shall leave County property or facilities in the same condition that Contractor found
them and clean of all rubbish. Contractor shall remove all of its personal property within thirty
(30) Days of expiration or termination of this Contract. If Contractor does not remove its
personal property within the thirty (30) Day period, then the County shall dispose of it and bill
Contractor for any costs associated with the removal and disposal.
10.5. Damage to County Property or Facilities. Contractor shall be responsible for any damage to
any County property or a facility that is caused by Contractor or Contractor Employees.
If damage occurs, the County shall make the necessary repairs and/or replacements or cause a
third party to make the necessary repairs or replacements, provided, however, that Contractor
shall reimburse the County for all costs associated with repairing and/or replacing the damaged
property or facilities.
10.6. Damage to Contractor’s Property. Contractor shall be solely liable and responsible for any
property loss or damage resulting from fire, theft, or other means to Contractor’s personal
property located, kept, or stored on or at County property or facilities during performance of
this Contract.
10.7. County’s Right to Suspend Contract Performance. Upon written notice, the County may
require Contractor to suspend performance of this Contract if Contractor has failed to comply
with federal, state, or local laws or any requirements contained in this Contract. The right to
suspend performance of this Contract is in addition to the County’s right to terminate and/or
cancel this Contract. The County shall incur no penalty, expense, or liability to Contractor if the
County suspends performance of this Contract under this Section.
10.8. Discrimination. Contractor shall not discriminate against any employee or applicant for
employment in violation of state or federal law. Contractor shall promptly notify the County of
any complaint or charge filed and/or of any determination by any court or admin istrative
agency of illegal discrimination by Contractor.
10.9. Conflict of Interest. Pursuant to Public Act 317 and 318 of 1968, as amended (MCL 15.301, et
seq. and MCL 15.321, et seq.), no contracts shall be entered into between the County and any
County Agent. To avoid any real or perceived conflict of interest, Contractor shall identify any
Contractor Employee or relative of Contractor’s Employees who are presently employed by the
County. Contractor shall give the County notice if there are any County Agen ts or relatives of
County Agents who are presently employed by Contractor.
10.10. Access and Records. Contractor will maintain accurate books and records in connection with
performance of this Contract for thirty-six (36) months after the end of this Contract an d
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COMPLIANCE OFFICE
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Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
Contractor shall provide the County with reasonable access to such books and records, upon
request.
10.11. Audit. The County or an independent auditor hired by the County may perform contract audits
(in its sole discretion) and shall have the authority to access all pertinent records and data and
to interview any Contractor Employee during the term of this Contract and for a period of three
years after final payment. Contractor shall explain any audit findings, questioned costs, or other
Contract compliance deficiencies to the County within thirty (30) Business Days of receiving the
draft audit report. Contractor’s written response shall include all necessary documents and
information that refute the draft audit report and an action plan to resolve the audit f indings.
A copy of Contractor’s response will be included in the final report. Failure by Contractor to
respond in writing within thirty (30) Business Days shall be deemed acceptance of the draft
audit report and will be noted in the final report.
10.12. Assignments/Delegations/Subcontracts.
10.12.1. Prior Written Consent Required. Except by operation of law, neither Party may assign,
delegate, or subcontract any of its duties, obligations, or rights under this Contract without the
prior written consent of the other Party; provided, however, Contractor may assign, delegate,
or subcontract this Contract to an affiliate or subsidiary as long as the affiliate or subsidiary is
adequately capitalized and can provide adequate written assurances to the County that the
affiliate or subsidiary can perform this Contract. The County may withhold consent, if the
County determines that the assignment, delegation, or subcontract would impair performance
of this Contract or the County’s ability to recover damages under this Contract. Contractor shall
also provide the County with adequate information to allow the County to make a
determination regarding the assignment, delegation, or subcontract.
10.12.2. Flow Down Clause Required. Any assignment, delegation, or subcontract by Contractor must
include a requirement that the assignee, delegee, or subcontractor will comply with the terms
and conditions of this Contract. The assignment, delegation, or subcontract shall in no way
diminish or impair performance of any term or condition of this Contr act.
10.12.3. Contractor Responsibility for Assigns/Delegates/Subcontractors. If Contractor assigns,
delegates, or subcontracts this Contract, in whole or in part, Contractor shall remain the sole
point of contact regarding all matters under this Contract and shall remain liable for
performance of this Contract. Contractor is solely responsible for the management of
assignees, delegees, and subcontractors.
10.12.4. Performance Required. If an assignee, delegee, or subcontractor fails to perform as required
under this Contract, Contractor shall contract with another entity for such performance.
Any additional costs associated with securing another assignee, delegee, or subcontractor shall
be the sole responsibility of Contractor.
10.13. Non-Exclusive Contract. This Contract is a non-exclusive agreement. No provision in this
Contract limits or is intended to limit, in any way, Contractor’s right to offer and provide its
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Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
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 Emp loyee any fixed
or certain number of Deliverables.
10.14. No Third-Party Beneficiaries. Except as provided for the benefit of the Parties, this Contract
does not and is not intended to create any obligation, duty, promise, contractual right or
benefit, right to be indemnified, right to be subrogated to the Parties’ right in this Contract, or
any other right in favor of any other person or entity.
10.14.1. Survival of Terms and Conditions. The following terms and conditions shall survive and
continue in full force beyond the termination or cancellation of this Contract (or any part
thereof) until the terms and conditions are fully satisfied or expire by their nature:
Section 1. Contract Definitions, Section 5. Scope of Deliverables and Financial/Payment
Obligations, Section 6. Contractor’s Warranties and Assurances, Section 7. Liability,
Section 8. Contractor Provided Insurance, Section 9. Intellectual Property and Confidentiality,
and Section 10. General Terms and Conditions.
10.15. Reservation of Rights. This Contract does not, and is not intended to impair, divest, delegate,
or contravene any constitutional, statutory, or other legal right, privilege, power, obligation,
duty, or immunity of the County.
10.16. Compliance with Laws. Contractor shall comply with all federal, state, and local laws, statutes,
ordinances, regulations, insurance policy requirements, and requirements applicable to its
activities under this Contract.
10.17. Force 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 not limited to: (a) acts of public enemies; (b) natural
disasters; (c) terrorism; (d) war; (e) insurrection or riot; (f) natural disasters; (g) strikes, lockouts,
work stoppages, or other labor difficulties; or (h) compliance with law. Reasonable notice shall
be given to the affected Party of such event. Contractor is expected, through insurance or
alternative temporary or emergency service arrangements, to continue its contractual duties or
obligations if a reasonably anticipated, insurable business risk, such as business interruption or
any insurable casualty or loss occurs.
10.18. Notices.
10.18.1. Written Notice. All notices required under this Contract shall be in writing. Notices shall be
effective: (a) the next Business Day, if personally delivered; (b) the third Business Day, if sent by
U.S. mail, postage prepaid, return receipt requested; (c) the next Business Day, if sent by a
nationally recognized overnight express courier with a reliable tracking system; or (d) the next
Business Day with a receipt of confirmation, if sent by e -mail or fax.
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COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
10.18.2. Notice to Contractor. Unless otherwise specified, Notice to Contractor shall be addressed to
the Contract Administrator listed on the first page of this Contract.
10.18.3. Notice to 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.
10.19. Captions. Section and subsection numbers, captions, and any index to sections or subsections
contained in this Contract are intended for the convenience of the reader and are not intended
to have any substantive meaning and shall not be interpreted to limit or modify any substantive
provisions of this Contract. In this Contract, for any noun or pronoun, use of the singular or
plural form, use of the nominative, possessive, or objective case, and any reference t o gender
(masculine, feminine, and neuter) shall mean the appropriate form, case, or gender as the
context requires.
10.20. Waiver. Waiver of any term or condition under this Contract must be in writing and notice
given pursuant to this Contract. No written waiver, in one or more instances, shall be deemed
or construed as a continuing waiver of any term or condition of this Contract. No waiver by
either Party shall subsequently affect its right to require strict performance of this Contract.
10.21. Cumulative Remedies. A Party’s exercise of any remedy shall not preclude the exercise of any
other remedies, all of which shall be cumulative. A Party shall have the right, in its sole
discretion, to determine which remedies are to be exercised and in which order.
10.22. Severability. If a court of competent jurisdiction finds a term or condition of this Contract to be
illegal or invalid, then the term or condition shall be deemed severed from this Contract.
All other terms or conditions shall remain in full force and effect. Notwithstanding the above, if
Contractor’s promise to indemnify or hold the County harmless is found illegal or invalid,
Contractor shall contribute the maximum it is permitted to pay by law toward the payment and
satisfaction of any Claims against the County.
10.23. Dispute Resolution. All disputes arising under or relating to the execution, interpretation,
performance, or nonperformance of this Contract involving or affecting the Parties may first be
submitted to the respective Project Manager (if applicable) and Contract Administrators for
possible resolution.
10.24. Governing Laws/Consent to Jurisdiction and Venue. This Contract shall be governed,
interpreted, and enforced by the laws of the State of Michigan. Except as otherwise required by
law or court rule, any action brought to enforce, interpret, or decide any Claim arising under or
related to this Contract shall be brought in the Sixth Judicial Circuit Court of the State of
Michigan, the 50th District of the State of Michigan, or the United States District Cou rt 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 sha ll not be deemed to preclude the enforcement
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of any judgment obtained in such forum or taking action under this Contract to enforce such
judgment in any appropriate jurisdiction.
10.25. Entire Contract. This Contract represents the entire agreement and understan ding between the
Parties. This Contract supersedes all other prior oral or written understandings,
communications, agreements, or contracts between the Parties. The language of this Contract
shall be construed as a whole according to its fair meaning and not construed strictly for or
against any Party.
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COMPLIANCE OFFICE
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Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
EXHIBIT I
CONTRACTOR INSURANCE REQUIREMENTS
During this Contract, the Contractor shall provide and maintain, at their own expense, all insurance as
set forth and marked below, protecting the County against any Claims, as defined in this Contract.
The insurance shall be written for not less than any minimum coverage herein specified.
Primary Coverages
Commercial General Liability Occurrence Form including: (a) Premises and Operations;
(b) Products and Completed Operations (including On and Off Premises Coverage); (c) Personal and
Advertising Injury; (d) Broad Form Property Damage; (e) Independent Contractors; (f) Broad Form
Contractual including coverage for obligations assumed in this Contract;
$1,000,000 – Each Occurrence Limit
$1,000,000 – Personal & Advertising Injury
$2,000,000 – Products & Completed Operations Aggregate Limit
$2,000,000 – General Aggregate Limit
$ 100,000 – Damage to Premises Rented to You (formally known as Fire Legal Liability)
Workers’ Compensation Insurance with limits statutorily required by any applicable Federal or State Law
and Employers Liability insurance with limits of no less than $500,000 each accident, $500,000 disease
each employee, and $500,000 disease policy limit.
1. ☒ Fully Insured or State approved self-insurer.
2. ☐ Sole Proprietors must submit a signed Sole Proprietor form.
3. ☐ Exempt entities, Partnerships, LLC, etc., must submit a State of Michigan form WC -337 Certificate
of Exemption.
Commercial Automobile Liability Insurance covering bodily injury or property damage arising out of the
use of any owned, hired, or non-owned automobile with a combined single limit of $1,000,000 each
accident. This requirement is waived if there are no company owned, hired or non-owned automobiles
utilized in the performance of this Contract.
Commercial Umbrella/Excess Liability Insurance with minimum limits of $2,000,000 each occurrence.
Umbrella or Excess Liability coverage shall be no less than following form of prima ry coverages or
broader. This Umbrella/Excess requirement may be met by increasing the primary Commercial General
Liability limits to meet the combined limit requirement.
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Compliance Office | Purchasing
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Supplemental Coverages (Required as Checked)
1. ☒ Professional Liability/Errors & Omissions Insurance (Consultants, Technology Vendors,
Architects, Engineers, Real Estate Agents, Insurance Agents, Attorneys, etc.) with minimum limits of
$1,000,000 per claim and $1,000,000 aggregate.
2. ☐ Commercial Property Insurance. The Contractor shall be responsible for obtaining and
maintaining insurance covering their equipment and personal property against all physical damage.
3. ☐ Liquor Legal Liability Insurance with a limit of $1,000,000 each occurrence shall be required when
liquor is served and/or present.
4. ☐ Pollution Liability Insurance with minimum limits of $1,000,000 per claim and $1,000,000
aggregate when cleanup & debris removal are part of the services utilized.
5. ☐ Medical Malpractice with minimum limits of $1,000,000 per claim and $1,000,000 aggregate.
6. ☐ Garage Keepers Liability with minimum limits of $1,000,000 per claim and $1,000,000 aggregate.
7. ☐ Cyber Liability with minimum limits of $1,000,000 per claim and $1,000,000 aggregate.
8. ☐ Other Insurance Coverages as may be dictated by the provided product/service and deemed
appropriate by the County Risk Management Department.
General Insurance Conditions
The aforementioned insurance shall be endorsed, as applicable, and shall contain the following terms,
conditions, and/or endorsements. All certificates of insurance shall provide evidence of compliance with
all required terms, conditions and/or endorsements.
1. All policies of insurance shall be on a primary, non-contributory basis with any other insurance or
self-insurance carried by the County;
2. The insurance company(s) issuing the policy(s) shall have no recourse against the County for
subrogation (policy endorsed written waiver), premiums, deductibles, or assessments under any
form. All policies shall be endorsed to provide a writte n waiver of subrogation in favor of the County;
3. Any and all deductibles or self-insured retentions shall be assumed by and be at the sole risk of the Contractor;
4. Contractors shall be responsible for their own property insurance for all equipment and person al
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,
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Compliance Office | Purchasing
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directors, employees, appointees and commissioners as additional insured where permitted by law
and policy form;
6. The Contractor shall require its contractors or sub -contractors, not protected under the Contractor’s
insurance policies, to procure and maintain insurance with coverages, limits, provisions, and/or
clauses equal to those required in this Contract;
7. Certificates of insurance must be provided no less than ten (10) Business Days prior to the County’s
execution of the Contract and must bear evidence of all required terms, conditions and
endorsements; and
8. All insurance carriers must be licensed and approved to do business in the State of Michigan and
shall have and maintain a minimum A.M. Best’s rating of A- unless otherwise approved by the County
Risk Management Department.
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OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
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Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
EXHIBIT II
BUSINESS ASSOCIATE AGREEMENT
(Health Insurance Portability and Accountability Act Requirements)
Exhibit II is a Business Associate Agreement between Contractor (“Business Associate”) and the County
(“Covered Entity”). This Exhibit is incorporated into the Contract and shall be hereinafter referred to as
“Agreement.” The purpose of this Agreement is to facilitate compliance with the Privacy and Security
Rules and to facilitate compliance with HIPAA and the HITECH Amendment to HIPAA.
§1. DEFINITIONS. The following terms have the meanings set forth below for purposes of the
Agreement, unless the context clearly indicates another meaning. Terms used but not otherwise
defined in this Agreement have the same meaning as those terms in the Privacy Rule.
1.1 Business Associate. “Business Associate” means the Contractor.
1.2 CFR. “CFR” means the Code of Federal Regulations.
1.3 Contract. “Contract” means the document with the Purchasing Contract Number.
1.4 Contractor. “Contractor” means the entity or individual defined in the Contract and listed on the
first page of this Contract.
1.5 Covered Entity. “Covered Entity” means the County of Oakland as defined in the Contract.
1.6 Designated Record Set. “Designated Record Set” is defined in 45 CFR 164.501.
1.7 Electronic Health Record. “Electronic Health Record” means an electronic record of health-
related information on an individual that is created, gathered, managed, and consulted by
authorized health care clinicians and staff.
1.8 HIPAA. “HIPAA” means the Health Insurance Portability and Accountability Act of 1996.
1.9 HITECH Amendment. “HITECH Amendment” means the changes to HIPAA made by the Health
Information Technology for Economic and Clinical Health Act.
1.10 Individual. “Individual” is defined in 45 CFR 160.103 and includes a person who qualifies as a
personal representative in 45 CFR 164.502(g).
1.11 Privacy Rule. “Privacy Rule” means the privacy rule of HIPAA as set forth in the Standards for Privacy
of Individually Identifiable Health Information at 45 CFR part 160 and part 164, subparts A and E.
1.12 Protected Health Information. “Protected Health Information” or “PHI” is defined in 45 CFR
160.103, limited to the information created or received by Business Associate from or on beha lf
of Covered Entity.
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Compliance Office | Purchasing
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1.13 Required By Law. “Required By Law” is defined in 45 CFR 164.103.
1.14 Secretary. “Secretary” means the Secretary of the Department of Health and Human Services or
his or her designee.
1.15 Security Incident. “Security Incident” is defined in 45 CFR 164.304.
1.16 Security Rule. “Security Rule” means the security standards and implementation specifications at
45 CFR part 160 and part 164, subpart C.
§2. OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE. Business Associate agrees to perform
the obligations and activities described in this Section.
2.1 Business Associate understands that pursuant to the HITECH Amendment, it is subject to the
HIPAA Privacy and Security Rules in a similar manner as the rules apply to Covered Entity.
As a result, Business Associate shall take all actions necessary to comply with the HIPAA Privacy
and Security Rules for business associates as revised by the HITECH Amendment, including, but
not limited to, the following: (a) Business Associate shall appoint a HIPAA privacy officer and a
HIPAA security officer; (b) Business Associate shall establish policies and procedures to ensure
compliance with the Privacy and Security Rules; (c) Business Associate shall train its workforce
regarding the Privacy and Security Rules; (d) Business Associate shall enter into a privacy/security
agreement with Covered Entity; (e) Business Associate shall enter into privacy/security
agreements with its subcontractors that perform functions relating to Covered Entity involving
PHI; and (f) Business Associate shall conduct a security risk analysis.
2.2 Business Associate shall not use or disclose PHI other than as permitted or required by this
Agreement or as required by law.
2.3 Business Associate shall use appropriate safeguards to prevent use or disclosure of the PHI.
Business Associate shall implement administrative, physical, and technical safeguards (including
written policies and procedures) that reasonably and appropriately protect the confidentiality,
integrity, and availability of PHI that it creates, receives, maintains, or transmits on behalf of
Covered Entity as required by the Security Rule.
2.4 Business Associate shall mitigate, to the extent practicable, any harmful effect that is known to Business
Associate of a use or disclosure of PHI by Business Associate in violation of law or this Agreement.
2.5 Business Associate shall report to Covered Entity any known Security Incident or any known use
or disclosure of PHI not permitted by this Agreement.
2.6 Effective September 23, 2009 or the date this Agreement is signed, if later, Business Associate shall
do the following in connection with the breach notification requirements of the HITECH Amendment:
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OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
2.6.1 If Business Associate discovers a breach of unsecured PHI, as those terms are defined by 45 CFR
164.402, Business Associate shall notify Covered Entity without unreasonable delay but no later than
ten (10) calendar days after discovery. For this purpose, “discovery” means the first day on which the
breach is known to Business Associate or should have been known by exercising reasonable diligence.
Business Associate shall be deemed to have knowledge of a breach if the breach is known or should
have been known by exercising reasonable diligence, to any person, other than the person
committing the breach, who is an employee, officer, subcontractor, or other agent of Business
Associate. The notification to Covered Entity shall include the following: (a) identification of each
individual whose unsecured PHI has been breached or has reasonably believed to have been
breached, and (b) any other available information in Business Associate’s possession that the Covered
Entity is required to include in the individual notice contemplated by 45 CFR 164.404.
2.6.2 Notwithstanding the immediate preceding subsection, Business Associate shall assume the
individual notice obligation specified in 45 CFR 164.404 on behalf of Covered Entity where a
breach of unsecured PHI was committed by Business Associate or its employee, officer,
subcontractor, or other agent of Business Associate or is within the unique knowledge of Business
Associate as opposed to Covered Entity. In such case, Business Associate shall prepare the notice
and shall provide it to Covered Entity for review and approval at l east five (5) calendar days
before it is required to be sent to the affected individual(s). Covered Entity shall promptly review
the notice and shall not unreasonably withhold its approval.
2.6.3 Where a breach of unsecured PHI involves more than five hun dred (500) individuals and was
committed by the Business Associate or its employee, officer, subcontractor, or other agent or is
within the unique knowledge of Business Associate as opposed to Covered Entity, Business
Associate shall provide notice to the media pursuant to 45 CFR 164.406. Business Associate shall
prepare the notice and shall provide it to Covered Entity for review and approval at least five (5)
calendar days before it is required to be sent to the media. Covered Entity shall promptly review
the notice and shall not unreasonably withhold its approval.
2.6.4 Business Associate shall maintain a log of breaches of unsecured PHI with respect to Covered
Entity and shall submit the log to Covered Entity within thirty (30) calendar days following the
end of each calendar year, so that the Covered Entity may report breaches to the Secretary in
accordance with 45 CFR 164.408. This requirement shall take effect with respect to breaches
occurring on or after September 23, 2009.
2.7 Business Associate shall ensure that any agent or subcontractor to whom it provides PHI,
received from Covered Entity or created or received by Business Associate on behalf of Covered
Entity, agrees in writing to the same restrictions and conditions that apply to Business As sociate
with respect to information. Business Associate shall ensure that any agent or subcontractor
implements reasonable and appropriate safeguards to protect Covered Entity’s PHI.
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COMPLIANCE OFFICE
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Compliance Office | Purchasing
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2.8 Business Associate shall provide reasonable access, at the written request of Covered Entity, to
PHI in a Designated Record Set to Covered Entity or, as directed in writing by Covered Entity, to
an Individual in order to meet the requirements under 45 CFR 164.524.
2.9 Business Associate shall make any amendment(s) to PHI in a Designated Record Set that the
Covered Entity directs in writing or agrees to pursuant to 45 CFR 164.526.
2.10 Following receipt of a written request by Covered Entity, Business Associate shall make internal
practices, books, and records reasonably available to the Secretary in order to determine
Covered Entity's compliance with the Privacy Rule. The afore mentioned materials include
policies and procedures and PHI relating to the use and disclosure of PHI received from Covered
Entity or created or received by Business Associate on behalf of Covered Entity.
2.11 Business Associate shall document disclosures of PHI and information related to such disclosures,
to permit Covered Entity to respond to a request by an Individual for: (a) an accounting of
disclosures of PHI in accordance with 45 CFR 164.528 or (b) effective January 1, 2011 or such
later effective date prescribed by regulations issued by the U.S. Department of Health and
Human Services, an accounting of disclosures PHI from an Electronic Health Record in accordance
with the HITECH Amendment.
2.12 Following receipt of a written request by Covered Entity, Business Associate shall provide to
Covered Entity or an Individual information collected in accordance with Section 2 to permit
Covered Entity to respond to a request by an Individual for: (a) an accounting of disclosures of
PHI in accordance with 45 CFR 164.528 or (b) effective as of January 1, 2011 or such later
effective date prescribed by regulations issued by the U.S. Department of Health a nd Human
Services, an accounting of disclosures of Protected Health Information from an Electronic Health
Record in accordance with the HITECH Amendment.
§3. PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE.
Business Associate may use and disclose PHI as set forth in this Section.
3.1 Except as otherwise limited in this Agreement, Business Associate may use or disclose PHI to
perform functions, activities, or services for or on behalf of Covered Entity as specified in the
underlying service agreement between Covered Entity and Business Associate, provided that
such use or disclosure shall not violate the Privacy Rule if done by Covered Entity or the minimum
necessary policies and procedures of the Covered Entity. If no underlying service agreement
exists between Covered Entity and Business Associate, Business Associate may use or disclose PHI
to perform functions, activities, or services for or on behalf of Covered Entity for the purposes of
payment, treatment, or health care operations as those terms are defined in the Privacy Rule,
provided that such use or disclosure shall not violate the Privacy Rule if done by Covered Entity or
the minimum necessary policies and procedures of the Covered Entity.
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3.2 Except as otherwise limited in this Agreement, Business Associate may use PHI for the proper
management and administration of the Business Associate or to carry out the legal
responsibilities of the Business Associate.
3.3 Except as otherwise limited in this Agreement, Business Associate may disclose PHI for the
proper management and administration of the Business Associate or to carry out the legal
responsibilities of the Business Associate, provided that disclosures are Required by Law or
Business Associate obtains reasonable assurances in writing from the person to whom the
information is disclosed that: (a) the disclosed PHI will remain confidential and will be used or
further disclosed only as Required by Law or for the purpose for which it was disclosed to the
person and (b) the person notifies the Business Associate of any known instances in which the
confidentiality of the information has been breached.
3.4 Except as otherwise limited in this Agreement, Business Associate may use PHI to provide data
aggregation services to Covered Entity as permitted by 45 CFR 164.504(e)(2)(i)(B).
3.5 Business Associate may use PHI to report violations of law to appropriate federal and state
authorities, consistent with 45 CFR 164.502(j)(1).
§4. OBLIGATIONS OF COVERED ENTITY.
4.1 Covered Entity shall notify Business Associate of any limitation(s) of Covered Entity in its notice of
privacy practices in accordance with 45 CFR 164.520, to the extent that such limitation may affect
Business Associate’s use or disclosure of PHI.
4.2 Covered Entity shall notify Business Associate of any changes in or revocation of permission by an
Individual to use or disclose PHI, to the extent that such changes may affect Business Associate’s
use or disclosure of PHI.
4.3 Covered Entity shall use appropriate safeguards to maintain and ensure the confidentiality,
privacy and security of PHI transmitted to Business Associate pursuant to this Agreement, the
Contract, and the Privacy Rule, until such PHI is received by Business Associate, pursuant to any
specifications set forth in any attachment to the Contract.
4.4 Covered Entity shall manage all users of services including its qualified access, password
restrictions, inactivity timeouts, downloads, its ability to download and otherwise process PHI.
4.5 The Parties acknowledge that Covered Entity owns and controls its data.
4.6 Covered Entity shall provide Business Associate with a copy of its notice of privacy practices
produced in accordance with 45 CFR Section 164.520, as well as any subsequent changes or
limitation(s) to such notice, to the extent such changes or limitations may effect Business
Associate’s use or disclosure of PHI. Covered Entity shall provide Business Associate with any
changes in or revocation of permission to use or disclose PHI, to the extent the changes or
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Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
revocation may affect Business Associate’s permitted or required uses or disclosures. To the
extent that the changes or revocations may affect Business Associate’s permitted use or
disclosure of PHI, Covered Entity shall notify Business Associate of any restriction on the use or
disclosure of PHI that Covered Entity has agreed to in accordance with 45 CFR Section 164.522.
Covered Entity may effectuate any and all such notices of non-private information via posting on
Covered Entity’s web site.
§5. EFFECT OF TERMINATION.
5.1 Except as provided in Section 5, upon termination of this Agreement or the Contract, for any
reason, Business Associate shall return or destroy (at Covered Entity’s request) all PHI received
from Covered Entity or created or received by Business Associate on behalf of Covered Entity.
This provision shall apply to PHI that is in the possession of subcontractors or agents of Business
Associate. Business Associate shall retain no copies of PHI.
5.2 If Business Associate determines that returning or destroying the PHI is infeasible, Business
Associate shall provide to Covered Entity written notification of the conditions that make return
or destruction infeasible. Upon receipt of written notification that return or destruction of PHI is
infeasible, Business Associate shall extend the protections of this Agreement to such PHI and
shall limit further uses and disclosures of such PHI to those purposes that make the return or
destruction infeasible, for so long as Business Associate maintains such PHI, which shall be for a
period of at least six (6) years.
§6. MISCELLANEOUS.
6.1 This Agreement is effective when the Contract is executed or when Business Associate becomes a
Business Associate of Covered Entity and both Parties sign this Agreement, if later. Ho wever,
certain provisions have special effective dates, as set forth herein or as set forth in HIPAA or the
HITECH Amendment.
6.2 Regulatory References. A reference in this Agreement to a section in the Privacy Rule or Security
Rule means the section as in effect or as amended.
6.3 Amendment. The Parties agree to take action to amend this Agreement as necessary for
Covered Entity to comply with the Privacy and Security requirements of HIPAA. If the Business
Associate refuses to sign such an amendment, this Agreement shall automatically terminate.
6.4 Survival. The respective rights and obligations of Business Associate and Covered Entity under
this Agreement shall survive the termination of this Agreement and/or the Contract.
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OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
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Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
EXHIBIT III
FEDERALLY FUNDED CONTRACT REQUIREMENTS
Exhibit III sets forth additional provisions for all federally-funded contracts. To the extent that this
Contract is funded, in whole or in part, by any federal award, the following provisions apply:
A. Termination. In addition to the termination rights set forth in Section 4 of this Contract, the
County may terminate this Contract, in whole or in part, for cause upon notice to Contractor if
Contractor breaches any duty or obligation in the Contract and fails to cure the breach, to the
County’s satisfaction, if applicable.
A.1 Right to Cure. If the Contractor breaches the Contract, and the County, in its sole discretion,
determines that the breach is curable, then the County must provide the Contractor with written
notice of the breach and a time period (not less than thirty (30) days) to cure the breach. The
notice of breach and opportunity to cure do not apply in the following circumstances: (1) for
successive or repeated breaches; (2) if the County determines in its sole discretion that the breach
poses a serious and imminent threat to the health or safety of any person or the imminent loss,
damage, or destruction of any real or tangible personal property; or (3) if the County terminates
the Contract under this Section or Section A above. The effective date for termination or
cancellation shall be clearly stated in the written notice.
A.2 Termination Deemed for Convenience. If the County terminates the Contract for cause and it is
determined, for any reason, that Contractor was not in breach of Contract, then the termination
for cause shall be deemed a termination for convenience, effective as of the same date specified
in the notice of breach.
B. Contractor’s Obligations Upon Termination for Cause. If the Contract is terminated for cause, the
County may require Contractor to pay all costs incurred by the County in terminating the Contract,
including but not limited to, administrative costs, reasonable attorneys’ fees, court costs, and any
reasonable additional costs the County may incur to procure the Deliverables required by the
Contract from other sources. Re-procurement costs are not consequential, indirect or incidental
damages and cannot be excluded by any other terms included in the Contract; however such costs
shall not exceed 50% of the County’s financial obligation under this Contract.
C. Compliance with Laws. Contractor shall comply with the following, if applicable:
C.1 The Davis-Bacon Act (40 U.S.C. 3141-3148) as supplemented by Department of Labor regulations
(29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed
and Assisted Construction”);
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COMPLIANCE OFFICE
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Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
C.2 The Copeland “Anti-Kickback” Act (40 U.S.C. 3145 et seq.), as supplemented by Department of
Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public
Work Financed in Whole or in Part by Loans or Grants from the United States”);
C.3 The Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708) as supplemented by
Department of Labor regulations (29 CFR Part 5);
C.4 The requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and
Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and
any implementing regulations issued by the awarding agency;
C.5 All applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C.
7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387);
C.6 All mandatory standards and policies relating to energy efficiency which are contained in the
state energy conservation plan issued in compliance with the Energy Policy and Conservation Act
(42 U.S.C. 6201 et seq.); and
C.7 The Byrd Anti-Lobbying Amendment (31 U.S.C. 1352 et seq.)
D. Debarment and Suspension. Contractor certifies that it is not listed on the government-wide
Excluded Parties List System in the System for Award Management (SAM). Contractor must
promptly notify the County, if Contractor is listed in SAM at any time during the term, renew al, or
extension of this Contract. If Contractor is listed in SAM, the County may terminate or cancel this
Contract, in whole or in part, immediately, upon notice to Contractor.
E. Equal Employment Opportunity. If this Contract meets the definition of “Federally Assisted
Construction Contract” under 41 CFR Part 60-1.3, then during the performance of this Contract,
Contractor agrees as follows:
E.1 The Contractor will not discriminate against any employee or applicant for employment because
of race, color, religion, sex, or national origin. The Contractor will take affirmative action to
ensure that applicants are employed, and that employees are treated during employment
without regard to their race, color, religion, sex, or national origin. Such action sha ll include, but
not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or
recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and
selection for training, including apprenticeship. The Contractor agrees to post in conspicuous
places, available to employees and applicants for employment, notices to be provided setting
forth the provisions of this nondiscrimination clause.
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Compliance Office | Purchasing
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E.2 The Contractor will, in all solicitations or advertisemen ts for employees placed by or on behalf of
the Contractor, state that all qualified applicants will receive considerations for employment
without regard to race, color, religion, sex, or national origin.
E.3 The Contractor will send to each labor union or representative of workers with which he has a
collective bargaining agreement or other contract or understanding, a notice to be provided
advising the said labor union or workers’ representatives of the Contractor’s commitments under
this section, and shall post copies of the notice in conspicuous places available to employees and
applicants for employment.
E.4 The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965,
and of the rules, regulations, and relevant orders of the Secretary of Labor.
E.5 The Contractor will furnish all information and reports required by Executive Order 11246 of
September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant
thereto, and will permit access to his books, records, and accounts by the administering agency
and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules,
regulations, and orders.
E.6 In the event of the Contractor’s noncompliance with the nondiscrimination clauses of this
Contract or with any of the said rules, regulations, or orders, this Contract may be cancelled,
terminated, or suspended in whole or in part and the Contractor may be declared ineligible for
further Government contracts or federally assisted construction contracts in accordance with
procedures authorized in Executive Order 11246 of September 24, 1965, and such other
sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of
September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise
provided by law.
E.7 The Contractor will include the portion of the sentence immediately preceding paragraph (1) and
the provisions of paragraphs (1) through (7) in every subcontract or pu rchase order unless
exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204
of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon
each subcontractor or vendor. The Contractor will take such action with respect to any
subcontract or purchase order as the administering agency may direct as a means of enforcing
such provisions, including sanctions for noncompliance: Provided, however, that in the event a
Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor
as a result of such direction by the administering agency the Contractor may request the United
States to enter into such litigation to protect the interests of the United States.
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 005248
Page 32
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OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
EXHIBIT IV
LICENSE FOR USE OF COUNTY SERVICEMARK
County grants to Contractor the non-exclusive right to use its Servicemark (hereinafter “Mark”), described and
listed in the Servicemark Guidelines (below), for programs and activities that are related to the governmental
services provided by Oakland County, specifically relating to the scope of work in this contract.
The Mark may be used on: (Applicable if Checked):
☐ Printed materials
☐ Electronic materials
☐ Contractor’s website: [insert website address]
Contractor shall not use the Mark for any other purpose.
The Mark must be used by Contractor as shown in the Servicemark Guidelines, with no variations of color, font
or proportion. Contractor acknowledges that the County has intellectual property rights in the Mark. Nothing
in this Contract gives Contractor any right, title, or interest in the Mark. Contractor may not take any action
that will interfere with County’s rights in the Mark.
The County may terminate Contractor’s rights under this Exhibit if County notifies Contractor it has breached
the terms of this Exhibit and Contractor fails to cure the breach within ten (10) business days of notice of
breach. Following termination of this Exhibit, Contractor shall have ten (10) business days to remove the Mark
from the materials and/or website authorized for use above. Contractor shall provide County with written
confirmation that such actions have been taken. Upon termination of the Contract, Contractor shall cease all
use of the Mark.
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 005248
Page 33
Rev 2016/07/01(v3)
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
SERVICEMARK GUIDELINES
The Guidelines for proper use of the Mark provided to the Contractor are as follows:
[Insert]
Do not provide copies to a third party of any artwork provided to you by County and referenced in this Exhibit,
without the express consent of County.
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 005248
Page 34
Rev 2016/07/01(v3)
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
EXHIBIT VI
ACKNOWLEDGEMENT OF INDEPENDENT EMPLOYMENT STATUS
I, , am an employee or subcontractor of
(Name of Contractor’s Company):
(hereinafter “Company”) under Contract #: , and acknowledge that:
At all times during my assignment to Oakland County, I will remain an employee or subcontractor
of the Company
I am not an employee of Oakland County; and,
I may not represent myself as an employee of Oakland County.
I understand that:
Company is responsible for establishing the conditions of my assignment to Oakland County; and
Company is solely responsible for compensating me for my services; and
I understand and agree that as an employee or subcontractor of Company, I am not eligible to
participate in or accrue any benefits under any of Oakland County’s employee benefits or
benefit plans, including retirement, deferred compensation, insurance (including without
limitation: health, disability dental and life insurance), vacation pay, and any other similar
plans and programs. However, if I am a retired County employee I may receive vested post-
employment benefits such as retiree healthcare and pension benefits from Oakland County. I
understand that the post-retirement benefits I receive from the County cannot be enhanced
by my work for the above Contractor.
I acknowledge that:
I 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,
I shall sign any documents necessary for the County to register patents, copyrights, or trademarks
with federal or state agencies.
Print: Date:
Sign:
Witness: Date:
Sign:
*Contractor or Contractor’s Employee must provide a copy of completed form to the Compliance Office/
Purchasing Unit – Purchasing@oakgov.com before receiving a County Identification badge.
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 005248
Page 35
Rev 2016/07/01(v3)
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
EXHIBIT VII
SCOPE OF CONTRACTOR DELIVERABLES / FINANCIAL OBLIGATIONS
Introduction (Section 1)
This document defines the scope of services and pricing for the maintenance and support of products
provided by BS&A Software for .Net Assessing & Equalization, Property Tax Administration, and Special
Assessment modules.
The next billing for support services will occur in November of 2017.
Maintenance and Support Fees (Section 2)
The following is the fall 2017 maintenance and support costs for Oakland County
Maintenance and Support Costs Fee
Support Fee – Assessing $53,073
Support Fee – Tax $52,022
Support Fee – Special Assessment $8,660
Support Fee- PRE $366
Support Total $114,121
The above costs reflect a .9% CPI increase from the 2016 maintenance and support costs.
Each future year, BSA will in increase the maintenance and support costs by no
more than the annual CPI.
The CPI rate we use is provided by the Michigan State Tax Commission as the
inflation rate multiplier used in the yearly capped value formula.
Scope of Services (Section 3)
a) On-site Support
All on-site support required by the County is performed for a fee of $900/day
(this includes travel expenses).
b) Telephone Support
Our support staff is available Monday through Friday between 8:00am and 5:00pm. Our average
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 005248
Page 36
Rev 2016/07/01(v3)
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
response to calls for support is 15 minutes. However, on high call volume days it has taken about an
hour. The maximum callback time is eight hours. Support via email is also available.
User Groups
Several user group meetings are scheduled throughout the year. Meetings are held at our training
facility in Bath, Michigan and are complementary to our customers.
Program Updates
Our maintenance and support program includes program updates/enhancements that are
distributed to all current customers. BS&A Software has, and will continue to be, committed to
statutory and process compliance as deemed necessary at the State level.
Timetables have historically been aggressive and all users with paid support agreements receive
periodic updates. Program changes are researched thoroughly and active communication is
maintained with the appropriate State agencies. Mass updates are available on our website.
The website also carries a comprehensive list of the functions and features that will be affected
with the update.
Troubleshooting
When problems arise we troubleshoot them over the phone by asking a user questions related to
the issue. If necessary, with your permission, we have the ability to connect your computer
remotely using an application called Teamviewer. This application allows us to take control of your
computer and resolve the problem. Troubleshooting starts with our highly trained support
personnel. If support is unable to resolve the issue, the software developers responsible for the
application will be brought into the discussion. Although this is a rare occurrence, if necessary a
backup of your database may need to be sent to us in order to fix a problem. This is accomplished
by uploading a backup to our FTP site.
Software Releases
Regular program updates are available for download on our website. The cost of these updates is
included in the annual support and maintenance fee. The website also carries a comprehensive list of
the functions and features that will be affected with the update.
Program Documentation
The program manual is accessible within the application. Hard copies can be furnished upon request.
Support Agreement (Section 4)
Assessing, Tax Administration, and Special Assessment Systems
A PRODUCT OF BELLEFEUIL, SZUR, & ASSOCIATES, INC.
This agreement is made and entered into between Bellefeuil, Szur, & Associates, Inc., hereinafter
referred to as the “Corporation” and Oakland County, State of Michigan, hereinafter referred to as the
“County”.
WITNESSETH:
Whereas the Licensor is the owner of the copyrighted computerized systems entitled BSA .Net Tax
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 005248
Page 37
Rev 2016/07/01(v3)
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
Administration, Assessing, Special Assessment (the “Programs”) which have been licensed to the County
under a Licensing Agreement; and
Whereas the County and the Corporation desire to enter into this support agreement in connection with
the Programs on the terms and conditions set forth herein.
Now, therefore, in consideration of the covenants contained herein, the parties hereto agree as follows:
1. The County will continue to be invoiced for yearly support (software updates and unlimited support)
according to the current schedule of the 4th Quarter. Program updates and support during the
Corporation’s normal business hours shall be available to the County for the below fees comprising…
Support Fee – Assessing $53,073
Support Fee –Tax $52,022
Support Fee – Special Assessment $8,660
Support Fee – PRE $366
The Corporation reserves the right to increase the fee by no more than the annual CPI. This
agreement shall automatically renew for additional one year terms unless either party provides the
other with thirty days prior written notice of termination. The County agrees that it is not entitled to
any refund of fees paid under this agreement upon termination. This agreements encompasses the
following units of Government:
Addison Township, Bloomfield Township, Brandon Township, Commerce Township, Groveland Township,
Highland Township, Lyon Township, Milford Township, Novi Township, Oakland Township, Orion
Township, Oxford Township, Rose Township, Royal Oak Township, Southfield Township, Waterford
Township, White Lake Township, City of Auburn Hills, City of Berkley, City of Birmingham, City of
Bloomfield Hills, City of Clarkston, City of Clawson, City of Farmington, City of Ferndale, City of Hazel
Park, City of Huntington Woods, City of Keego Harbor, City of Lake Angelus, City of Madison Heights, City
of Pleasant Ridge, City of Pontiac, City of Rochester, City of South Lyon, City of Sylvan Lake, City of
Walled Lake, City of Wixom. City of Lathrup Village, City of Orchard Lake Village, Village of Beverly Hills,
Village of Bingham Farms, Village of Franklin, Village of Holly, Village of Lake Orion, Village of Lenoard,
Village of Ortonville, Village of Oxford and Village of Wolverine.
2. This Agreement is not transferable or assignable by the County without prior written consent of the
Corporation.
3. Neither party shall have authority to vary, alter, amend, or change the terms of this Agreement
without the written consent of both parties.
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 005248
Page 38
Rev 2016/07/01(v3)
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
4. The terms contained herein represent the entirety of this Agreement. No other agreement shall be
binding unless in writing and signed by the parties hereto, and no other agreements or
understandings implied or otherwise have been made other than those contained herein.
5. This Agreement shall be binding upon the successors, permitted assigns, representatives, and heirs of
the parties hereto.
6. This Agreement shall be governed by and construed in accordance with the laws of the State of
Michigan, without regard to its choice of law rules. The Corporation and th e County agree that the
exclusive venue for any legal or equitable action shall be the Courts of the County of Ingham, State of
Michigan, or in any Court of the United States of America sitting in the Western District of Michigan.
7. The terms and conditions in the Licensing Agreement are incorporated into this Agreement by
reference.
8. The Corporation will not be responsible for, and its performance under this Agreement will be
automatically postponed as a result of, delays beyond the control of the Corporation.