HomeMy WebLinkAboutReports - 2022.12.08 - 37761
AGENDA ITEM: Contract Trillium Software Inc. for Address Purging Services
COMMITTEE MEETING: Board of Commissioners
DATE: Thursday, December 8, 2022 9:52 AM - Click to View Agenda
ITEM SUMMARY SHEET
DEPARTMENT SPONSORED BY
Information Technology Gwen Markham
INTRODUCTION AND BACKGROUND
About Trillium:
Trillium, now currently known as Precisely, currently supports more than 12,000 global
organizations including 99 of the Fortune 100.
Current Use of Trillium at Oakland County:
Oakland County hosts the Trillium web service that is utilized in both real time and batch
processing by CLEMIS, LAMS, PAWS and Court system applications for postal address
cleansing. Addresses are verified, validated, and standardized.
This software is integrated within the following applications:
The CLEMIS CLEAR application is the records management system used by all CLEMIS
agencies, including the Oakland County Sheriff’s Office. Examples of records maintained in
the CLEAR application are police incidents, crash reports, citations. The Trillium integration
provides address validation and cleansing related to defendants, accused, witnesses, and
victims.
LAMS is used to manage and maintain land, owner, and address information for all tax
parcels in Oakland County. There are approximately 400 users of the application who
include IT, Register of Deeds, Equalization, Treasurers and the CVTs. Trillium is used to
ensure the site and owner addresses meet postal standards.
PAWS is the pet licensing system which allows all data regarding licensed pets in Oakland
County to be entered and accessed throughout Oakland County. The end users
include Animal Control, CVT personnel, Veterinarians, and the Sheriff’s Department. Trillium
is used to ensure the license addresses meet postal standards.
The State Bar File includes a listing of all Attorneys that are approved to practice in the State
of Michigan. Oakland County receives an updated file weekly from the State of Michigan.
The file is imported into our case management system to track the attorney of record for a
given case. Prior to loading the file into Courts Case Management System, the addresses
are standardized by the Trillium service.
Trillium Address cleansing services have been in use at Oakland County since 2014. Extending
the contract by 5 years to Dec 31st, 2027, will lock in the service and eliminate the downstream
costs related to taking steps to integrate this type of software with a different product.
Products Currently in Use at Oakland County are as follows:
Trillium DQ Enterprise-Maintenance (Annual Software Maintenance & Support)
GAV Unites States-Subscription (US Postal Directory)
Contract Amendment Updates are as follows:
Extend the Date to 12/31/2027
Change the name from Trillium to Precisely (Oakland County will assign a NEW contract #).
Add ‘click through” address language from AMENDMENT NO. 4
Reason to Retain the Trillium Product As Is:
Given the four complex integrations, various batch jobs, and the criticality and confidential nature of
the systems that are integrated with the existing product, estimates to bid and redevelop the
system with a new vendor product are between 1200 – 1500 hours which would cost $198,000 -
$247,500. A 6-year total cost of ownership analysis that was completed comparing competitors
showed that there is not an estimated savings for replacing this product.
Products Include (same as original contract):
Trillium DQ Enterprise-Maintenance (Annual Software Maintenance & Support)
GAV Unites States-Subscription (US Postal Directory)
POLICY ANALYSIS
Oakland County Information Technology obtained Trillium Software in 2014 and uses it for
verification, validation, and standardization of addresses. The Trillium service is integrated with
many County applications, including Clemis-CLEAR, the Land and Address Management System
(LAMS), the Animal Licensing system (PAWS), and the Court System Attorney Bar File. The
current contract with Trillium Software Inc expires on 12/31/2022, and the Department of
Information Technology will extend the Support and Maintenance for 5 years at a total cost of
$276,849. The Purchasing Terms and Conditions in Section 2400.6 Duration of Contracts and
under Procedure states “The Board of Commissioners shall approve contracts beyond five years”.
BUDGET AMENDMENT REQUIRED: Yes
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 -
AGENDA DEADLINE: 12/08/2022 11:15 AM
COMMITTEE TRACKING
2022-11-30 Finance - Recommend to Board
2011-12-08 Full Board - Approved
ATTACHMENTS
1. Trillium 1
2. Trillium Change Order Document 1
3. Trillium Change Order Document 2
4. Trillium Change Order Document
5. Trillium
December 8, 2022
RESOLUTION #2022-2307
Contract Trillium Software Inc. for Address Purging Services
Sponsored By:
Gwen Markham, Commissioner
Chairperson, the Board of Commissioners recommends the following Board action:
Motion to approve the 5-year contract extension with Trillium Software Inc. through December 31,
2027, further, that a budget amendment is not required as there is sufficient funding within
Information Technology’s FY 2021 – FY 2023 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
2022-11-30 Finance - Recommend to Board
2011-12-08 Full Board - Approved
VOTE TRACKING - Board of Commissioners
Motioned by: Commissioner Penny Luebs
Seconded by: Commissioner Karen Joliat
Yes: David Woodward, Michael Gingell, Michael Spisz, Karen Joliat, Kristen Nelson, Eileen Kowall,
Christine Long, Philip Weipert, Gwen Markham, Angela Powell, Chuck Moss, Marcia Gershenson, William
Miller III, Yolanda Smith Charles, Charles Cavell, Penny Luebs, Janet Jackson, Gary McGillivray, Robert
Hoffman, Adam Kochenderfer (20)
No: None (0)
Abstain: None (0)
Absent: (0)
Passed
ATTACHMENTS
1. Trillium 1
2. Trillium Change Order Document 1
3. Trillium Change Order Document 2
4. Trillium Change Order Document
5. Trillium
^AKIANDF L. BROOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
COUNTY MICHIGAN PURCHASING
RLB Information Technology Event NPC189
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
PROFESSIONAL SERVICE CONTRACT NUMBER: 004199 (14258-MLI
Contract Effective Date: 7/1/2014
Contract Expiration Date: 12/29/2015
Contract - NOT TO EXCEED AMOUNT $ 120.000.00
This "Contract" is made between the COUNTY OF OAKLAND, a Michigan Constitutional
Corporation, hereinafter called "County", and the "Contractor" as further described in the following
Table. In this Contract, either Contractor or the County may also be referred to individually as a "Party"
or jointly as the "Parties".
COUNTY OF OAKLAND HARTE-HANKS DATA TECHNOLOGIES INC
2100 Pontiac Lake Road Carolyn J. DeLuca
Waterford, MI 48328 300 Concord Rd Ste 200
(herein, the "County")Billerica,MA 01821-3476
Vendor I.D. No. 261
(herein the "Contractor")
Rev 2012/12/11
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
LICENSE & PROFESSIONAL SERVICES AGREEMENT NUMBER 004199 (14258-ML)
Page 1
TRILLIUM SOFTTA/ARE
A Cor^paiy
MASTER LICENSE & PROFESSIONAL SERVICES AGREEMENT
This Master License & Professional Sei-vices Agreement ("Agreement") is made and entered into as of July
14, 2014 by and between Oakland County, a Michigan Municipal and Constitutional Corporation, having a
place of business at 1200 N. Telegraph Road, Pontiac, MI 48341 ("Customer") and Harte-Hanks Data
Technologies, Inc., having a principal place of business at 300 Concord Road, Suite 500, Billerica,
Massachusetts 01821 ("Harte Hanks").
WITNESSETH
That, for and in consideration of the mutual promises and covenants hereinafter contained, the
parties hereto agree as follows:
ARTICLE 1 - SCOPE OF AGREEMENT
1.1 For each engagement under this Agreement, the products or services to be provided by Harte Hanks
will be set forth in a schedule, statement of work or other similarly titled agi'eement ("Schedule").
The parent, affiliates and/or subsidiailes of either party (collectively "Affiliated Entities") may also
enter into Schedule(s) pursuant to the terms and conditions of this Agreement during the term of
this Agi'eement. As used herein, the terms "Customer", "Harte Hanks", the "paifies" and similar
terms shall also include each pai-ty's respective Affiliated Entities who enter into one or more
Schedules to this Agreement. Customer and its Affiliated Entities may purchase licenses and/or
services hereunder from Harte Hanks and/or its Affiliated Entities by entering into a Schedule(s)
pursuant to the terms and conditions of this Agreement and during the term of this Agreement.
1.2 Any Affiliated Entity of a party entering into Schedules in accordance with the terms hereof, shall
be considered the "Customer" or "Harte Hanks", as applicable, for all purposes under this
Agreement and shall be subject to all of the terms and conditions of this Agreement. Each Schedule
shall be deemed to be a two-party agreement between the applicable parties entering into such
Schedule.
1.3 Each Schedule shall constitute a separate amendment, which shall incorporate the terms and
provisions of this Agreement. The provisions of this Agreement shall control over any conflicting
provisions in a Schedule, except to the extent that a provision within a Schedule specifically states
that the Schedule shall prevail.
1.4 Each Schedule shall include a description of the services to be performed ("Services") or the
software products to be licensed by Customer thereunder ("Licensed Program(s)"), the site(s) where
the Licensed Program(s) are to be installed ("Installation Site"), the central processing unit(s) or
platform, as applicable, on which the Licensed Programs are to be installed ("Licensed Platform"),
the applicable Services fee ("Services Fee") and/or the applicable license fee ("License Fee"), the
Annual Maintenance Fee (as defined in Article 6), and such other terms and conditions as the
parties may wish to include. For any Schedule that provides for a software license such Schedule
shall also be deemed to incorporate the standard published user documentation for the applicable
Licensed Program identified therein and supplied by Harte Hanks (collectively referred to
hereinafter as the "Documentation").
1.5 This Agreement does not limit or restrain in any way Harte Hanks right to transfer, sell, assign,
license, or lease the Licensed Program to any third party.
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ARTICLE 2 - TERM AND TERMINATION
2.1 This Agreement shall commence as of the date first above written and shall continue in effect
thereafter unless and until terminated in accordance with the provisions of this Agreement. The
term of each Schedule shall be set forth in the appropriate Schedule. Termination of a Schedule
shall not terminate this Agreement, and the parties shall remain free to enter into future Sehedule(s)
pursuant to this Agreement and during the term of this Agreement. In the event this Agreement
terminates prior to the completion of a Schedule, such Schedule shall be subject to the terms and
conditions of this Agreement until its completion.
2.2 Either party may terminate this Agreement and/or any affected Schedule if: (a) the other party
commits a material breach of the Agreement and/or the applicable Schedule and said breach has not
been cured to the reasonable satisfaction of the non-breaehing party within thirty (30) days of
receipt of written notice from the non-breaehing party setting forth the nature of the breach; or (b)
in the ease of dissolution, termination of existence or insolvency of a party, appointment of a
receiver, assignment by or against a party of bankruptcy, or any other proceedings under bankruptcy
or insolvency laws, or (e) upon 90 days written notice to the other Party, provided that such
termination shall not alleviate Customer's obligation to pay Harte Hanks any amounts owing under
the affected Schedule(s) up to the effective date of termination.
2.3 Other than in association with termination of this Agreement and/or any Schedule due to
Customer's material breach of Ai-ticles 3 ("Scope of License") or 10 ("Confidentiality"), no
termination of a particular Schedule shall effect a termination of any other license granted pursuant
to any other Schedule.
2.4 Notwithstanding any other provisions regarding termination. Customer may terminate optional
Maintenance Services at anytime upon sixty (60) days prior written notice to Harte Hanks.
Customer will be responsible for all fees incurred prior to termination and Customer shall receive a
pro-rata refund of any pre-paid Maintenance Fees as determmed by the un-expired portion of the
current aimual term for which it had paid in advance.
ARTICLE 3 - SCOPE OF LICENSE
3.1 In connection with each fully executed Schedule, Harte Hanks hereby grants to Customer a non¬
exclusive, non-transferable (except as provided herein) license to use those Licensed Programs
described on each applicable Schedule ("License"), commencing upon the delivery to Customer of
such Licensed Programs and continuing thereafter for the use term specified in the applicable
Schedule unless and until terminated in accordance with the provisions of this Agreement.
Customer shall not assign, sublicense, sell, transfer, resell or trade its License, or otherwise make
the Licensed Program available to any other person or company, or permit the use of the Licensed
Program by any person other than as permitted in this Article 3 or as otherwise provided in the
relevant Schedule. Any attempted assigmnent, sub-licensing, sale, transfer, resale or trade without
such consent shall be void.
3.2 Each license granted to Customer by Harte Hanks hereunder shall entitle Customer and its
employees to use the number of copy(ies) of the Licensed Program(s) on the Licensed Platform
each as specified on the applicable Schedule. Each Schedule shall also specify whether the
Licensed Program is to be utilized in a non-production enviromnent (i.e. for development/testing
purposes) or in a production environment.
3.3 In addition to the use rights granted in Section 3.2 above. Customer may permit the use of the
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Licensed Program by its consultants, contractors or agents, on a need to know basis, for the sole
benefit of Customer and in accordance with the other provisions of this Agreement, provided that
the consultant, contractor or agent has agreed to confidentiality terms and conditions substantially
similar to those identified in this Agreement and has agreed to be responsible to Customer for the
aets or omissions of the employees of such consultants, contractors or agents. Any breach of this
Agreement by Customer's contractors, consultants, or agents, shall, as between the parties hereto,
be deemed a breach of this Agreement by Customer.
3.4 Unless otherwise provided in a Schedule, Customer further acknowledges that Customer will not
use the Licensed Program to provide serviees for any third party. In no event shall Customer use
the Licensed Program in a service bureau or time-sharing capacity, unless otherwise provided in a
Schedule.
3.5 Customer may also: (a) make a reasonable number of additional copies of each of the Lieensed
Programs solely for archival and back-up purposes, and (b) use any Licensed Program on a back up
machine of equal capacity as the Lieensed Platform for which the Licensed Program was licensed to
operate, on an emergency backup system basis at all times, provided that at no time are there more
copies of the Licensed Program being used by Customer in a production environment than
Customer has paid a License Fee. In the event Customer relocates the Installation Site or acquires
additional hardware, including a replacement of the Licensed Platform, Customer shall be entitled
to the use of a duplicate copy of the Licensed Program for the time period necessaiy to accomplish
such relocation or acquisition at no charge to Customer, for a period of time not to exceed thirty
(30) days and for the sole purpose of condueting parallel processing and provided that Customer's
use of the Licensed Program on the new hardware or replacement platform does not increase the
scope of the original License granted, including, but not limited to, the capacity and class of the
applicable Licensed Platform being replaced.
3.6 Customer shall not modify, translate, disassemble, reverse engineer or decompile any Licensed
Program or create a derivative work based on the Licensed Program or Documentation.
3.7. Harte Hanks warrants that it has all the necessary licensing rights to provide Customer with the
postal directories, census code and/or geo code data (collectively the "Directories"), if any, which
may be set forth in a Schedule. The Directories are otherwise provided "as-is." Certain third party
source providers of the Directories, including without limitation postal authorities, require
Customer to agree to certain end user terms before Customer can access or use any data contained
in the Directories. Such end user terms may be found at
http.7/'www.trilliumsoftware.com/home/support/end-user-agreements. Your access and use of the
Direetories will evidence your agreement with such end user terms. Customer understands that the
end user terms of the applicable third party source providers of the Directories apply to all end users
of such data if provided to Customer and are non-negotiable. If a conflict arises between the terms
and conditions of an End User Agreement for a Directory and this Agreement, the terms and
conditions of the End User Agreement shall prevail but only with respect to the applicable
Directory to which it applies.
ARTICLE 4- DELIVERY AND INSTALLATION/SCREENING
4.1 Harte Hanks agrees to deliver each Licensed Program to the applicable Installation Site, promptly
upon receipt of the applicable Schedule executed by Customer. Unless otherwise indicated on the
Schedule to the contrary. Customer will be responsible to install the Licensed Program.
4.2 A. 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
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A Hi'lc Cnmpany
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 hy the
federal government or its departments or agencies) to verify the work authorization status of all
newly hired employees employed hy the Contractor. Breach of this term or condition is considered
a material breach of this Contract.
B. 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 Agreement 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.
4.3 Background Screening. Harte Hanks represents and warrants that all employees or contractors
performing Services for Customer in connection with this Agreement shall have completed the
following haekground screening requirements:
A. A Criminal background check covering all states of residence for: (a) a
seven (7) year period or (b) for so long as the state records are available.
B. Employment verification for the prior employer.
C. Educational credentials verification, when required by Customer.
D. Crosscheck against current OFAC Specially Designated Nationals (SDN)
List, when required by Customer.
E. 10-panel drug testing.
ARTICLE 5 - DOCUMENTATION AND TRAINING
5.1 Documentation. On or before the date the Licensed Program is delivered, Harte Hanks will (at no
additional charge) deliver to Customer at least one copy of the generally available Documentation
for each item of software licensed by the Customer. Thereafter and throughout the applicable
Warranty Period (as that term is defined in Article 8), Harte Hanks will provide copies of any
revisions, improvements, enhancements, modifications and updates to the Documentation, at no
additional cost. Customer may make a reasonable number of copies of the Documentation for
Customer's internal use or for use otherwise described in the relevant schedule, provided Customer
reproduces copyright notices and any other legends of ownership on each copy.
5.2 Training. Harte Hanks will provide either on-site training or training at Harte Hanks facilities as
requested by Customer, (at the fee indicated in the applicable Schedule) in the use of such Licensed
Program for all users designated by Customer, up to the maximum class size offered by Harte
Hanks and at a time or times reasonably agreeable to by both parties. The fee for training will be as
listed in the applicable Schedule. Customer is responsible for any actual and reasonable travel
expenses incurred by Harte Hanks in the provision of on-site training services.
ARTICLE 6- MAINTENANCE SERVICES
6.1 Harte Hanks will provide Maintenance Services (in aceordance with the provisions set forth in
Exhibit A), on an automatie, annual renewable term basis, for so long as Harte Hanks offers such
services to its general customer base and at Customer's election and subject to Customer's payment
of the applicable annual maintenance fees ("Maintenance Fees"). If applicable, charges for optional
Maintenance Services shall he set forth in the applicable Schedule.
6.2 For so long as Customer subscribes to the optional Maintenance Services, Harte Hanks will provide
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at no additional charge, new releases, updates, ehanges, modifications and/or enhancements which
Harte Hanks elects to incorporate into and make a part of the Licensed Program and does not
separately price or market, and whieh Harte Hanks elects to make available to its general customer
base. All such releases shall automatically be subject to the terms and conditions of this Agreement
without further action by the parties. If Customer is rurming a version of the Licensed Program that
is more than one (1) release behind the most current release, Harte Hanks shall have the right to
terminate its maintenance and support service obligation upon thirty (30) days written notice three
hundred sixty-five (365) days after the last new release is made available to Customer, unless
Customer installs a new release of the Lieensed Program so that it is running a version of the
Licensed Program that is within the last release prior to expiration of the notice period.
6.3 Suspension of Maintenanee Services. Annual Maintenance Fees are billed annually in advance,
sixty (60) days prior to the aetual renewal date. If, upon the renewal date. Customer has not paid
its invoiee for the renewal of Maintenance Serviees and Customer has not indicated in writing to
Harte Hanks of its intent not to renew, Harte Hanks will cease to provide such Maintenance
Serviees to Customer. In order to reinstate Maintenance Services, Customer would be responsible
for payment of all Maintenance Fees that would have been due from the date of suspension to the
date of reinstatement (the "Reinstatement Cost"), plus a one time premium of ten percent (10%) of
the Reinstatement Costs to cover administrative costs. Upon receipt of payment, Harte Hanks will
reinstate Customer on Maintenance Services and unless Customer is already in receipt of the
current version of the Licensed Program at the time of reinstatement, Harte Hanks will promptly
ship to Customer a copy of the most current release of the Licensed Program, (on the particular
platform for whieh it was originally licensed) at no additional cost to Customer and Customer
agrees to promptly upgrade its prior version of the Licensed Program with the current version of the
Licensed Program.
ARTICLE 7-FEES
7.1 Customer will pay Harte Hanks for the Services provided under each Schedule in accordance with a
fee and payment schedule set forth in such Schedule. License Fees are due upon delivery of the
Licensed Program. Annual Maintenance Fees and armual subscription fees for Directories are
billed annually in advance. Other fees are billed as incurred. Customer is responsible for all
reasonable and actual travel expenses of Harte Hanks whenever Customer requests an on-site visit
(including but not limited to installation support and on-site meetings). All fees and expenses,
including the License Fee set forth on the applicable Schedule, shall be payable within thirty (30)
days of invoice date. All fees are quoted in U.S. Dollars, unless otherwise specified in the
applicable Schedule. Customer also agrees to pay any installation, training, and education fees
which are not expressly included in the License Fee at Harte Hanks' then current rates or such other
rates as may be mutually agreed upon in writing.
7.2 Harte Hanks reserves the right to change its fees and charges for services whieh are not part of the
aimual Maintenanee Services Fee upon thirty (30) days prior notice to Customer. Harte Hanks
reserves the right to change the annual Maintenance Fee, provided, (i) that Harte Hanks shall give
Customer sixty (60) days prior written notice of any change, (ii) such change will not affect the
current annual term for whieh Customer has already paid in advance and in such event, shall
become effective upon the next anniversary date, (iii) Customer shall have the right to terminate the
Maintenance Seiwices upon thirty (30) days prior written notice after Customer's receipt of a price
increase notice, (iv) the total allowable price change shall not be greater than five percent (5%)
percent of the fees Customer paid Harte Hanks for the previous annual installment of Annual
Maintenance Fees with respect to the affected license.
7.3 Customer is responsible for all shipping and delivery charges and/or FTP transmission charges. All
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shipments hereunder shall be F.O.B. Harte Hanks, Billerica, Massachusetts.
7.4 Except if Customer has established that it is tax exempt and provided its tax exempt number to
Harte Hanks, Customer shall be responsible for, and, to the extent applicable, shall reimburse and
indemnify Harte Hanks for, all federal, state, local, foreign and other taxes, levies, fees, imposts and
duties of whatever kind (including any interest, penalties or addition to the tax imposed with respect
thereto), including without limitation any and all sales, use, service, value added, ad valorem,
excise, customs, transfer, real or personal property and other taxes, charges or assessments imposed
with respect to the fees provided for in this Agreement or any Schedule, except for any taxes based
solely upon the income of Harte Hanks (collectively, "Taxes").
ARTICLE 8 - WARRANTIES
8.1 Harte Hanks warrants that the Licensed Program(s) supplied under each applicable Schedule will
substantially conform in all material respects to its Documentation for a period of one year
following delivery and so long thereafter as Customer subscribes to optional Maintenance Services
under this Agi'cement ("Warranty Period").
8.2 Harte Hanks warrants that any Services performed will conform in all material respects to the
description of services set forth in the applicable Schedule and will be performed in a professional
and workmanlike manner, by qualified and skilled persormel.
8.3 Harte Hanks represents and warrants that the Documentation provided by Harte Hanks will fully
and accurately reflect the functionality of the applicable Licensed Program.
8.4 Harte Hanks warrants that the Maintenance Services will conform in all material respects to the
description of services set forth in Exhibit A.
8.5 Harte Hanks represents and warrants that it has all rights and authority required to enter into this
Agreement and each Schedule free from all liens, claims, encumbrances, security interests, and
other restrictions.
8.6 Harte Hanks warrants that the occurrence in, or use by, the Licensed Program(s) of dates on or after
January 1, 2000 ("Millermial Dates") will not adversely affect its performance with respect to date-
dependent data, computations, input, output, or other functions (including, without limitation,
calculating, comparing, and sequencing) and that the Licensed Program(s) will input, create,
process and output information related to or including Millennial Dates without error or omissions.
This warranty is contingent upon Customer supplied data being properly formatted to meet Year
2000 requirements.
8.7 Harte Hanks warrants that it owns all rights and interest in and has the marketing and distributing
rights to the Licensed Program that is necessary to provide Customer with the license rights set
forth herein.
8.8 If the Licensed Program(s) or any Services furnished by Harte Hanks under this Agreement fail to
meet these warranties, Harte Hanks will repair or replace, at its option, such Licensed Program(s) or
provide corrective services at its own expense. In the event that Harte Hanks cannot adequately
repair or replace such defective Licensed Program(s) or Services such that it conforms to this
warranty, then Customer's sole remedy shall be the entitlement to receive a pro-rata refund of the
license fees paid to Harte Hanks under this Agreement for the affected Licensed Program (based
upon a five year straight line basis) or the fees paid for the defective Service, or portion thereof.
Such refund shall not exceed the cost paid for such defective Licensed Program(s) or Service or
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portion thereof. However, if any use by the Customer of the Licensed Program is inconsistent with
the normal use as defined in the Documentation, and such use causes any error or malfunction to
the Licensed Program, whether through negligence or otherwise, and Customer requests Harte
Hanks to perform corrective services, then the Customer shall pay Harte Hanks at its then current
rate for all repairs or replacements and any expenses in connection therewith.
8.9 TfflS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
ARTICLE 9 - INDEMNIFICATION/LIMITATION OF LIABILITY AND INSURANCE
9.1 Harte Hanks agrees to defend, indemnify and hold harmless Customer and its Affiliated Entities,
and their directors, officers, and employees, from and against any and all third party claims alleging
that the Licensed Program(s) and/or the Services provided by Harte Hanks infringes on or
misappropriates any copyright, trademark, trade secret, patent or other intellectual property right of
any third party. The indenmification obligations of Harte Hanks, as set forth in this Section 9.1, are
contingent on Customer's (i) giving Harte Hanks prompt written notice of any such claim; (ii)
allowing Harte Hanks to control the defense and related settlement negotiations (but Harte Hanks
shall not enter into any agreement which results in liability to Customer, other than financial
liability for which Harte Hanks has the obligation and ability to pay, without Customer's prior
written consent); and (iii) providing reasonable cooperation, at Harte Hanks' expense, in the
defense and all related settlement negotiations. Harte Hanks obligations for indenmification under
this Section 9.1 shall not apply in the event that Customer is not utilizing a current supported
version of the Licensed Program and such claim would have been avoided if Customer were
utilizing a current version of the Licensed Program.
9.2 Except for Harte Hanks indemnification obligations under Section 9.1 of this Agreement, Harte
Hanks and/or its affiliates liability arising out of the design or supply of the Licensed Program or
the performance of services under this Agreement or any Schedule shall not exceed the fees paid for
the particular service or product out of which a claim for liability arises and in no event shall
exceed the fees paid to Harte Hanks under the affected Schedule in the twelve months preceding the
claim for liability.
9.3 IN NO EVENT SHALL HARTE HANKS AND OR ITS AFFILIATES BE LIABLE FOR
ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR LOST
PROFITS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
PERFORMANCE OR BREACH THEREOF EVEN IF HARTE HANKS AND OR ITS
AFFILIATES HAS BEEN OR IS THEREAFTER ADVISED OF THE POSSIBILITY OF
SUCH DAMAGE. THE FOREGOING SHALL NOT LIMIT HARTE HANKS
INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 9.1.
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9.4 Insurance. At all times during the term of this Agreement, Harte Hanks shall obtain and maintain
insurance according to the specifications indicated below:
a. Commercial General Liability - with the following as minimum requirements:
$3,000,000 - Each Occurrence (Total Limit)
Occurrence Form Policy
Broad Form Property Damage
Premises/Operations
Independent Contraetors
Products and Completed Operations
(Blanket) Broad Form Contractual
Personal Injury - Delete Contractual Exclusion
Additional Insured: The County of Oakland and County Agents (as defined in this
Agreement);
b. Workers' Compensation - as requked by law and $500,000 Employer's Liability;
c. Automobile Liability and Property Damage - $1,000,000 each occurrence, including coverage
for all owned, hired and non-owned vehicles including No Fault coverage as required by law;
d. Professional Liability/Errors & Omissions Insuranee (as applicable) - with minimum limits of
$1,000,000 per claim and $1,000,000 dollars aggregate.
General Certificates of Insurance:
All Certificates of Insurance shall contain evidence of the following conditions and/or clauses and
shall be sent to: The County of Oakland and County Agents, Oakland County Purchasing Division,
2100 Pontiac Lake Road, Bldg 4IW, Waterford, MI 48328-0462 or fax 248-858-1677.
The County of Oakland and County Agents (as defined in this Contract) shall be named as "General
Liability" Additional Insured with respect to work performed by the Contractor.
All Certificates are to provide 30 days written notice of material change, cancellation, or non¬
renewal. Certificates of Insurance or insurance binders must be provided no less than ten (10)
working days following request by the Oakland County Purchasing Division. Insurance carriers are
subject to the approval of Oakland County.
ARTICLE 10 - CONFIDENTIALITY
I O.I For purposes of this Agreement, "Confidential Information" means the information, documents and
materials that the party receiving the information ("Receiving Party") knows or has reason to know
is the confidential or proprietary information of the party disclosing the information ("Disclosing
Paify"), either because such information is marked or otherwise identified by the Disclosing Party
as confidential or proprietary, has commercial value, or is not generally known in the Disclosing
Party's trade or industry. Confidential Information shall include, without limitation: (a) concepts
and ideas relating to the development and distribution of content in any medium; (b) trade secrets,
drawings, inventions, know-how, software programs and software source documents, including but
not limited to the Licensed Program and its related Documentation; (c) information regarding plans
for research, development, new service offerings or products, marketing and selling, business plans,
business forecasts, budgets and unpublished financial statements, licenses and distribution
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arrangements, priees and costs, suppliers and customers, internal business results and reports; and
(d) existence of any business discussions, negotiations or agreements between the parties.
10.2 General Confidentiality Obligations. Each party agrees that it will (i) not disclose the other party's
Confidential Information to any third paity; (ii) use the other party's Confidential Information only
to the extent necessary to perform its obligations or exercise its rights under this Agreement; (iii)
disclose the other party's Confidential Information only to those of its employees and independent
contractors who need to know such information for purposes of this Agreement and who are bound
by confidentiality agreements or contractual agreements containing terms no less restrictive than
those in this Article 10 and provided further that each party shall remain liable for the acts or
omissions of its employees; and (iv) protect all Confidential Information of the other party from
unauthorized use, access, or disclosure in the same manner as it protects its own confidential
information, and in no event with less than reasonable care. Notwithstanding the provisions in this
section, nothing in this Agreement shall be construed as a waiver of governmental immunity to
which Customer is entitled at law.
10.3 Exceptions. Each party's obligations with respect to any portion of the other party's Confidential
Information will terminate when the Receiving Party can document that (i) such Confidential
Information was in the public domain at the time it was communicated to the Receiving Party by the
Disclosing Party; (ii) such Confidential Information entered the public domain after it was
communicated to the Receiving Party by the Disclosing Party through no fault of the Receiving
Party or (iii) such Confidential Information was in the Receiving Party's possession free of any
obligation of confidence at the time it was communicated to the Receiving Party by the Disclosing
Party. In addition, the confidentiality provisions contained herein will not be construed to prohibit
any disclosure that is required by a valid court order or subpoena, provided that the party required
to make such disclosure notifies the Disclosing Party thereof promptly and in writing prior to
making such disclosure and the Receiving Party agrees to reasonably cooperate with the Disclosing
Party if it should seek to contest or limit the scope of such disclosure. Nothing in this Agreement
shall limit or shall be construed to limit the Customer's obligations regarding disclosures required
under the Michigan Freedom of Information Act or any similar state or federal statute or to limit or
modify County procedures and practices regarding those obligations. Notwithstanding anything
contained herein to the contrary. Customer agrees that it will redact any Confidential Information of
Harte Hanks which it is entitled to redact under the Michigan Freedom of Information Act or any
similar state or federal statute prior to disclosure.
10.4 Customer acknowledges that Harte Hanks retains all rights, title and interest to the Licensed
Programs provided hereunder and Harte Hanks does not convey any proprietary interest therein to
Customer other than the license rights as specified herein.
10.4.1 Customer also acknowledges that Harte Hanks represents the Licensed Programs to be
proprietary to Harte Hanks. For as long as the Licensed Programs are in Customer's
possession. Customer agrees that unless Customer has obtained Harte Hanks' prior written
consent. Customer shall keep the applicable Licensed Programs and Documentation
confidential and use the same level of efforts used by Customer with respect to its
Confidential Information, but in no event less than reasonable care, to prevent disclosure of
such Licensed Programs to any person not authorized under Article 3.
10.5 The parties agree that in the event of wrongful disclosure of Confidential Information and/or the
Licensed Program by the Receiving Party, monetary damages may be insufficient to protect and
compensate the Disclosing Party and it shall be entitled to injunctive relief.
10.6 Each Party's duties under this Paragraph shall survive any termination of this Agreement.
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ARTICLE 11 - OWNERSHIP
11.1 All methodologies, know-how, processes, technologies, software (including but not limited to the
Licensed Program(s) and any related source code, object code and documentation, tools, devices,
computer system designs, documentation, ideas, trade secrets, data, discoveries or inventions
(whether or not patentable), products, user interfaces, database structure and other materials and
information utilized by Harte Hanks in the performance of its Services under this Agreement or any
Schedule, including any related modifications, improvements, enhancements or derivative works,
which are owned or developed by or on behalf of Harte Hanks or its licensors prior to the Effective
Date, or which Harte Hanks or its licensors developed or develop for a third party or itself at any
time thereafter and whether or not delivered to Customer under this Agreement or a Schedule are
and shall remain the sole and exclusive property of Harte Hanks and all right, title and interest
therein or related thereto, including, without limitation, copyrights, trademarks, trade secrets,
patents, and other intellectual property or proprietary rights, are hereby exclusively reserved by
Harte Hanks.
11.2 All of Customer's data, information, materials, records, content, intellectual property, and all other
tangible or intangible property of Customer, regardless of format or medium and including, for
example, text, pictures, photographs, diagrams, graphics, logos and videos of Customer, in each
case to the extent provided to Harte Hanks by Customer or on behalf of Customer by third parties in
connection with the Services ("Customer Content") is and shall remain the exclusive property of
Customer. Customer hereby grants to Harte Hanks a nonexclusive and royalty-free license to use
such Customer Content solely in accordance with the terms of this Agreement and any applicable
Schedule. Customer shall procure, at its own expense, all necessary rights, licenses, permissions,
waivers, releases and all other agreements and documentation necessaiy to permit use of the
Customer Content by Harte Hanks as required for incorporation or use in connection with the
Services.
ARTICLE 12 - EXCUSABLE DELAYS
12.1 In no event shall either party be liable one to the other, for any delay or failure to perform
hereunder, which delay or failure to perform is due to causes beyond the control of said party,
including, but not limited to, acts of God; acts of the public enemy; acts of the United States of
America, or any state, territory or political division of the United States of America; or of the
District of Columbia; fires, floods, epidemics; quarantine restrictions; strikes; freight embargoes;
and unusually severe weather conditions. In every case, the delay or failure to perform must be
beyond the control and without fault or negligence of the party claiming the excusable delay.
12.2 Performance times under any Schedule shall be considered extended for a period of time equivalent
to the time lost because of any delay which is excusable under this Article 12. If any such
excusable delay shall last for a period of more than thirty (30) days, the party not relying on the
excusable delay, at its option, may terminate such affected Schedule without further liability to the
other party.
ARTICLE 13 - ASSIGNMENT
This Agreement, including any Schedules issued hereunder, may not be assigned by either party in
whole or in part without prior written consent of the other party, except that either party may assign
this Agreement upon prior written notice but without the necessity of consent to either (i) a
subsidiary or an affiliate of a party or (ii) an entity which acquires all, or obtains control, of a party.
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whether by merger, acquisition or otherwise provided that the assignee assumes in writing all the
obligations of the assigning party hereunder. Any attempted assignment absent such consent shall
be void. Subject to the restrictions in this Section 12.1, this Agreement shall be binding upon and
mure to the benefit of the successors and permitted assigns of the parties.
ARTICLE 14 - ENTIRE AGREEMENT
This Agreement (including the Exhibits A and B hereto and Attachment A) and all Schedules issued
hereunder, constitutes the entire understanding between Harte Hanks and the Customer and
supersedes all prior oral or written proposals, representation, warranties, and agreements. This
Agreement specifically replaces the "Trillium Sofiware System License and Professional Services
Agreement for the County of Oakland" dated December 18, 1998 and all prior amendments.
Exhibits and attachments thereto (collectively the "Prior Agreement") and any software and/or data
licenses/subscriptions granted pursuant to such Prior Agreement(s) are hereby terminated as
provided for in accordance with the terms of this Agreement and Schedule 001 hereto. This
Agreement may not be altered except by a written amendment signed by authorized representatives
of Harte Hanks and the Customer. Purchase orders or similar documents issued by Customer or
Harte Hanks relating to the Licensed Program are for Customer's or Harte Hanks' internal use only
and shall not affect this Agreement.
ARTICLE 15 - SAVINGS CLAUSE
Should any provision of this Agreement be held by a tribunal of competent jurisdiction to be
contrary to law, the remaining provisions shall remain in full force and effect.
ARTICLE 16- CHOICE OF LAW/DISPUTE RESOLUTION
This Agreement shall be construed in accordance with the substantive laws of the State of Michigan,
without regard to its choice of law provisions. Except as otherwise required by law or court rule,
any action to enforce, interpret, or decide any claim arising under or related to this Agreement shall
be brought in the Sixth Judicial Circuit Court of the State of Michigan, the 50th District Court of the
State of Michigan, or the United States District Court for the Eastern District of Michigan, Southern
Division, as dictated by the applicable jurisdiction of the court. Except as otherwise required by law
or court rule, venue is proper in the courts set forth above. The choice of forum set forth above shall
not be deemed to preclude the enforcement of any judgment obtained in such forum or taking action
under this Agreement to enforce such judgment in any appropriate jurisdiction. The application of
the U.N. Convention on Contracts for the International Sales of Goods (CISG) is expressly excluded
from this Agreement and from any transaction between the parties that may he implemented in
connection with this Agreement.
Dispute Resolution. All disputes arising under or relating to the execution, interpretation,
performance, or nonperformance of this Agreement involving or affecting the Parties may frrst be
submitted to the respective project managers and contract administrators for possible resolution.
The project managers and contract administrators may promptly meet and confer in an effort to
resolve such dispute. If the project managers cannot resolve the dispute in five (5) business days,
the dispute may be submitted to the signatories of this Agreement or their successors in office. The
signatories of this Agreement may meet promptly and confer in an effort to resolve such dispute.
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ARTICLE 17 - SURVIVAL CLAUSE
Aiticles 3 ("Scope of License") as it pertains to perpetual licenses granted hereunder (unless this
Agreement and/or the applicable Schedule is terminated for cause as provided under Article 2.2), 9
("Indemnification/Limitation of Liability"), 10 ("Confidentiality"), 14 ("Entire Agreement"), 15
("Savings Clause"), 16 ("Choice of Law"), 21 ("Export Compliance") and 22 ("Contract
Authorization") shall survive any termination of this Agreement.
The licenses provided for hereunder are for object code versions only. Customer shall have the
right at any time during the period for which it is actually subscribing to Optional Maintenance
Services, and at its sole expense, to participate in Harte Hanks software escrow program which will
allow under certain release conditions. Customer's access to Harte Hanks source code for use solely
in support of the software and otherwise in accordance with the master Agreement. Execution of
the standard Preferred Beneficiary Form is necessary in order to qualify for this program. Harte
Hanks agrees that all source code and documentation associated with its most current version and
release of the Licensed Program shall be required "deposit materials", as such term is used in its
Master Preferred Escrow Agreement. In the event that Customer receives access to source code, as
provided for hereunder, such source code is to be used by Customer for the sole purpose of
maintaining the Licensed Program and such use by Customer shall be consistent with the use and
non-disclosure restrictions of the Licensed Program as well as any other relevant provisions of this
Agreement. Harte Hanks current independent escrow agent is Iron Mountain Intellectual Property
Management, Ine., formerly known as DSI Technology Escrow Services, Inc.
Any notice to be given under this Agreement shall be given in writing delivered to the address of
each party set forth below, or to such other address as either party may designate by written notice
to the other.
Any notices sent pursuant to this Agreement shall be sent to:
ARTICLE 18 - SOFTWARE ESCROW AGREEMENT
ARTICLE 19 - NOTICES
For Oakland County Address:
Attn: Scott Guzzy
Admn Purchasing
Compliance Office
2100 Pontine Lake Road
Executive Office Building
Waterford MI 48328
For Harte Hanks:
Attn: Carolyn J. DeLuca
Vice President
Contract Administration
Harte-Hanks Data Technologies, Inc.
300 Concord Road, Suite 500
Billerica, MA 01821
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ARTICLE 20 - LIMITED PUBLICITY
Customer agrees to allow Harte Hanks to include Customer's name and logo on its public customer
list (including its Website customer page only) and to announce publicly that Harte Hanks and
Customer have entered into this Agreement. However, Harte Hanks will not disclose any other
information regarding Customer or its business, without the express written consent of Customer.
Nothing herein or in a Schedule shall preclude a party from making any public disclosures required
by law or stock exchange rule to be made by such party, provided that such party shall use its
commercially reasonable efforts to consult with the other party prior to the issuance of any press
release or other public aimouncement.
ARTICLE 21 - EXPORT COMPLIANCE
Harte Hanks and Customer hereby represent and warrant that each will comply with the
requirements of all applicable export laws and regulations, including but not limited to the U.S.
Export Administration Regulations, in the performance of services under this Agreement and the
deployment of Licensed Program. This provision shall survive any termination or expiration of this
Agreement.
ARTICLE 22 - CONTRACT AUTHORIZATION/COUNTERPARTS
Each party represents that the individual signing on its behalf has full authority to bind such party to
this Agreement. This Agreement may be executed (including execution by way of an electronic or
other signature stamp (hereinafter "E-signature")), in counterparts and all such executed documents
(including facsimile's which shall have the same effect as an original document) when taken
together shall have the same force and effect as a single document. If a party executes the
Agreement by way of E-signature, such party agrees that such E-signature will be deemed a valid
signature and forever waives any right to claim that such E-signature is not valid and does not bind
such party to the terms of the Agreement.
ARTICLE 23 - U.S. GOVERNMENT RESTRICTED RIGHTS
If the Licensed Program is acquired under the terms of: (i) a USA Department of Defense contract:
the Government's rights to use, modify, reproduce, release or disclose the Licensed Program or
accompanying documentation are subject to the restrictions set forth in this License Agreement
pursuant to DEARS 227.7202; (ii) a USA Civilian agency contract: the Government's rights to use,
modify, reproduce, release or disclose this Licensed Program or accompanying documentation are
subject to the restrictions of paragraphs (a)-(d) of the Commercial Computer Licensed Program-
Restricted Rights clause at FAR 52.227-19 and the restrictions set forth in this License Agreement.
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The undersigned execute this Agreement of behalf of Contractor and the County, and by doing so, legally
obligate and bind Harte-Hanks and County to the terms and conditions of this Agreement.
Date: tj) \s>
FOR THE CONTRACTOR
BY:
appeared in person before me this day and executed this Contract on behalf of
Contractor and acknowledged to me under oath that /\Ji- has taken all actions and
secured any and all necessary approvals and authorizations and has the requisite authority from Contractor to fiilly and
completely obligate and bind Contractor to the terms and conditions of this Contract and any and all other documents
incorporated by reference and also acknowledged to me under oath having been provided with copies and having read
and reviewed all Contract documents including all documents incorporated by reference.
Subscribed and swom to before me on this
OEBRAA. ANQEIJO
NoUryPuUtc
I MiMMtwtatti
CgmmlHIon Bi|rtn« Ftl» 24.2017
-mm.m m[9'
'S'A , 20 /y^day j
totar^Pu^lic, State of
>C County
My Commission Expires:
Acting in the County of
FOR THE COUNTY;
BY:
T. \X/pimp'rf f^PA r^TA^i^nmi-iH;
DATE: 7 - /7 -
Pamela L. Weipert, CPA, CIA^Compliance Officer
or
Scott N. Guzzy, CPPO, MBA, Purchasing Administrator
APPROVED AS TO SCOPE OF CONTRACTOR SERVICES:
BY:DATE:
Edwin Poisson
Contract Administrator
Information Technology Administration
1200 North Telegraph Road
County Service Center - Pontiac
Waterford MI 48341
Harte Hanks Agreement No. 14258-ML
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Schedule 001
This Schedule Number 001 ("Schedule") dated July 14, 2014 ("Effective Date") is made by and between
Oakland County ("Customer") and Harte-Hanks Data Technologies, Inc. ("Haite Hanks") and is issued
pursuant to and incorporates by reference the terms and conditions of the Master License & Professional
Services Agreement dated July 14, 2014 ("Agreement") between Customer and Harte Hanks.
1. Definitions. For the purposes of this Schedule, the terms used herein shall have the meanings set
forth in the Agreement.
2. Order:
2A This Schedule authorizes the purchase of one (1) copy of a perpetual Defined Use* license to Trillium
Software Quality, including two (2) concurrent users ("Licensed Program"), for use in a production
environment on a Windows platfoim (having up to 4 cores) ("Licensed Platform").
2B This Schedule authorizes the purchase of one (1) copy of a perpetual Defined Use* license to Trillium
Software Quality ("Licensed Program"), for use in a non-productiojj enuironpnent ojn a Windows platform
(having up to 4 cores) ("Licensed Platform"). 4 ,
J -''i-'ii't V,.. , I2C This Schedule authorizes the purchase of one (1) copy of alperpetua'l Defined Use* license to|the
Trillium Software US Country Project ("Licensed Program"), foi^se iri'a''production environment (|n a
Windows platform (having up to 4 cores) ("Licensed Platform"). rEnf I?lc'dhjlWTyfgi^llBrwn«yHrisQ be>4ged
in the non-production environment described in Section 2B.
2D This Schedule authorizes the purchase one (1) copy of a perpetual Defined Use* license to Trillium
Softwai'e's Dnector for Weh Seiwices ("Licensed Program"), for use with CLEMIS and Assessing and Tax
applications** in a production environment on a Windows platform (having up to 4 cores) ("Licensed
Platform"). This Licensed Program may also be used in the non-production environment described in
Section 2B.
**lncludes:
• CLEMIS Applications
• Land Group Applications
*Defined Use: The Defined Use for the Licenses listed in Seetions 2A, 2B, 2C and 2D above allows
Customer to use the Licensed Programs on the Licensed Platform for processing the Customer's data
warehouse and for other applications where the data cleansing capabilities of the Licensed Program are used
by the Customer, members of CLEMIS, and the Assessing and Tax Group, which includes cities, villages,
and townships located in the State of Michigan to improve operations and services in the State and County.
License Fees:
In connection with this transaction. Customer will trade-in all of the licenses previously purchased under the
Prior Agreement, as described in Artiele 14 (Entire Agreement) of the Agreement ("Trade In-Licenses").
In consideration of the Trade-in Licenses, a license fee of $30,000.00 ("Licensed Fee") will be due upon
delivery of the Licensed Programs listed in this Section 2 ("New Licenses"). Upon deliveiy of the New
Licenses, Customer's licenses to each of the Trade-in Licenses shall tenninate.
3. Installation Site. The Licensed Program is to be installed and used solely on the Licensed Platform
at the following location(s): Oakland County, Michigan ("Installation Site")
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4. Maintenance Services
Initial Maintenance and Support Fee - (covering the period of
12/30/2013 - 12/29/2014) $29,385.00*
Subsequent Annual Maintenance and Support* * $29,3 85.00 * *
* $23,385.00 of this fee has already been paid and applied under the Prior Agreement in connection with the
Trade- In Licenses, and the prepaid portion remaining with regard to the Trade-in Licenses will be applied
to the Initial Maintenance Fees for the New Licenses (as set forth above). This leaves a balance due of
$4,500.00 (pro-rated for nine months) for the New Licenses which will be invoiced upon the Effective Date
and due in aceordance with the payment terms established in the Agreement.
**Harte Hanks will provide Maintenance and Support Services following expiration of the Initial
Maintenance and Support period set forth above, at Customer's option and upon an annual renewable basis.
Provided that the scope of use of Lieensed Programs remain the same (i.e., no changes to the Defined Use
and to the named Applications listed in Section 2 above any annual price increase shall be suhjeet to the
price increase limitation set forth in Article 7.2 of the Agreement.
5. This Schedule authorizes the purchase of an annual subscription for the following Directories to be
used solely with the Licensed Program:
Trillium Directory Number of Updates Per Year Number of Copies $ per copy/per year
US Postal Directory 12 1 $12,000.00*
The aimual subscription fee for the postal Directory noted above is paid through December 29, 2014 under
the Prior Agreement. The first annual subscription fee to be invoiced under this Sehedule 001 will be on
December 30, 2014. The End-User-Data License Agreement ("EULA") for the US Postal Directory is
attached hereto as Attachment 1. This EULA may be subject to change from time to time as dictated by US
Postal Service. Any changes to the EULA will be set forth in an Amendment to this Schedule. If the
parties can't come to terms on any proposed Amendment, either party may elect to cancel the subscription
at the expiration of the then current annual subscription period for which Customer paid in advance.
This Schedule incorporates and is subject to all of the terms and provisions of the Agreement, and is valid
only if signed by authorized representatives of both parties. Each party represents that the individual
signing on its behalf has read this Schedule, understands it, and has full authority to bind such party.
Oaklanij^County
By:
Name
Date:
Harte-Hanks Data Technologi
By:
Name:
Title: P'J tlc/f A2l.sJA^/a ^ Title:
n " -ho {>4 Date:
tJr FlOQ>aCS-
e> Igs \ -i-avi
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Attachment 1 to Schedule 1
END-TJSER - DATA LICENSE AGREEMENT
(US Postal Directory Data) TMPORTANT
NOTTCE: PT.EASE READ CAREEUTJ.Y
BEEORE DOWNT.OADTNG/TNSTAT JJNG OR USTNU THE
data
This End User Data License Agreement ("Data License Agreement") is a legal agreement between Oakland County
(the "End User" or "you") and Harte-Hanks Data Technologies, Inc. including its affiliates and subsidiaries
("Solution Provider" or "we'V'us"). The terms of this Data License Agreement are intended to govern the use of
third party sourced postal directory data, including without limitation any related attributes or codes (the "Data")
which may be supplied by Solution Provider to you for use solely with the Solution Provider's Trillium Software
System® suite of products (the "Solution") licensed to you pursuant to the terms and conditions set forth in the
Solution Provider's License Agi'eement.
IF YOU DO NOT AGREE TO ALL THE TERMS OF THIS DATA LICENSE AGREEMENT, WE ARE
UNWILLING TO PROVIDE THE DATA TO YOU AND YOU MUST NOT DOWNLOAD AND/OR
INSTALL THE DATA AND YOU WILL HAVE NO RIGHT TO ACCESS OR USE THE DATA. IF FOR
ANY REASON YOU HAVE ALREADY DOWNLOADED OR INSTALLED THE DATA AND NO
LONGER AGREE TO ALL THE TERMS OF THIS DATA LICENSE AGREEMENT YOU MUST
CEASE YOUR ACCESS AND USE OF THE DATA IMMEDIATELY. BY USING THE DATA, YOU ARE
AGREEING TO ALL OF THE TERMS OF THIS DATA LICENSE AGREEMENT.
1. DEFINITIONS
"Data" shall mean the United States Postal Service ("USPS") Post postal data and technology which has been
incorporated into or made a part of Solution Provider's Solution and is being sublicensed to End User subject to
the terms and conditions of this Data License Agreement and the Solution Provider License Agreement.
"Data Supply Medium" means the format on or method by which the Data is supplied or made available to the End-
User for use solely within and/or in conjunction with the licensed Solution.
"Data Supply Order Form" means the Schedule 001 to the Solutions Provider License Agreement which
outlines the agreed usage period and pricing terms applicable to the Data to be supplied by Solution Provider to End
User.
"Delivery Point Validation" ("DPV") means the United States Postal Service ("USPS) proprietaiy technology
product designed to help mailers validate the accuracy of address data, right down to the physical delivery point.
The DPV process cannot assign a ZlP-t4 Code nor wiU it respond to a non-ZlP+4 coded address.
"Intellectual Property Rights" mean aU intellectual and industrial property rights of Solution Provider or its
licensors including, without limitation, patents, utility models, trade marks, service marks, design rights (whether
registered or unregistered), copyrights, database rights, semiconductor topography rights, proprietary information
rights, any other similar proprietary rights and all applications, extensions and renewals in relation to such rights as
may exist anywhere in the world or be recognized in the future.
"Solution" means Solution Provider's Trillium Software System® suite of product(s) licensed to End User pursuant
to the terms and conditions of the Solution Provider License Agreement.
"Solution Provider" means Harte-Hanks Data Technologies, Inc. including its affiliates and subsidiaries who are
licensed by the source provider of the Data (or sub-licensed by another person that is licensed to do so) to obtain
copies and updates of the Data to enhance its own Solutions for supply to the End-User.
"Solutions Provider License Agreement" means the agreement between Solution Provider and End User
applicable to End-Users' licensed use of the Solution. .
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"Term" means the initial twelve (12) month license period following the initial delivery of the Data and any
subsequent twelve-month renewal terms agreed between the Solutions Provider and the End-User for the licensing
of the Data per the terms of the applicable Data Supply Order Form.
2. LICENSE. The End-User may only use the Data within and/or in conjunction with the Solution as licensed
to the End-User by the Solutions Provider on a non-exclusive, non-transferahle, revocable basis, for the applicable
annual subscription Term (unless terminated earlier), in accordance with the terms of this Data License
Agreement or the Solution Provider License Agreement and applicable Data Supply Order Form.
3. LIMITS ON USE OF THE DATA. End-User shall use the Data for its own internal use and as
described in the Solution Provider License Agreement and Schedule 1 and to the extent expressly permitted pursuant
to this Data License Agreement. Except as is expressly permitted by the terms of this Data License Agreement or
the Solution Provider License Agreement, the End-User shall not:
3.1.1 use any of the Data to create its ovm products or services or to
provide or offer the data to any third party;
3.1.2 copy or reproduce, extract, publish or reutilize the whole or any part of the
Data other than expressly permitted herein;
3.1.3 transfer, sell, license, disseminate or in any way part with possession of the
whole or any part of the Data to any third party.
3.1.4 use the Data to provide services for any third party nor use the Data in a
service bureau or time sharing capacity without the express prior vvritten
consent of Solution Provider.
3.2 The End-User may make copies of the Data Supply Medium to the extent reasonably
necessary for the following purposes only: back-up, security, disaster recovery purposes
and testing.
4. PROPERTY RIGHTS IN THE DATA/COPYRIGHT NOTICES. The Data and all Intellectual
Property Rights subsisting in and/or relating to the Data from time to time are and shall remain the property
of Solution Provider and/or its licensors. The End-User shall acquire no rights in the Data or any Intellectual
Property Rights in and to such Data except those limited rights expressly provided in this Data License Agreement.
This Data License Agreement shall not operate as an assignment by Solutions Provider or its licensors of any
Intellectual Property Right that may subsist in or relate to the Data.
4.2 End-User shall not remove or tamper with any Intellectual Property Rights notice attached or used in
relation to the Data.
4.3 This Data License Agreement does not grant to the End-User any right to use any of the
trademarks, service marks, business names or logos of Harte-Hanks or its licensors.
4.4 The provisions of this Section 4 shall continue to operate after the termination of this Data License
Agreement.
5. WARRANTY DISCLAIMERS/LIABILITY: ALL DATA IS PROVIDED TO YOU ON AN "AS IS"
AND "WITH ALL FAULTS BASIS" AND SOLUTION PROVIDER AND SOLUTION PROVIDER'S
LICENSORS (AND THEIR LICENSORS AND SUPPLIERS) EXPRESSLY DISCLAIM ALL WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF NON¬
INFRINGEMENT, MERCHANTABILITY, SATISFACTORY QUALITY, ACCURACY, TITLE AND FITNESS
FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN ADVICE OR E4F0RMATI0N PROVIDED BY
SOLUTION PROVIDER OR ANY OF ITS LICENSORS, AGENTS, EMPLOYEES OR THIRD PARTY
PROVIDERS SHALL CREATE A WARRANTY, AND END USER IS NOT ENTITLED TO RELY ON ANY
SUCH ADVICE OR INFORMATION. THIS DISCLAIMER OF WARRANTIES IS AN ESSENTIAL
CONDITION OF THE AGREEMENT.
harte hanks.doc 18 I P a g e
TRILLIUM SOFTWARE
A Cnmp,Tiy
SOLUTION PROVIDER AND SOLUTION PROVIDER'S LICENSORS (DICLUDING THEIR LICENSORS
AND SUPPLIERS) SHALL NOT BE LIABLE TO YOU: IN RESPECT OF ANY CLAIM, DEMAND OR
ACTION, IRRESPECTIVE OF THE NATURE OF THE CAUSE OF THE CLAIM, DEMAND OR ACTION
ALLEGING ANY LOSS, INJURY OR DAMAGES, DIRECT OR INDIRECT, WHICH MAY RESULT FROM
THE USE OR POSSESSION OF THE DATA; OR FOR ANY LOSS OF PROFIT, REVENUE, CONTRACTS
OR SAVINGS, OR ANY OTHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL
DAMAGES ARISING OUT OF YOUR USE OF OR INABILITY TO USE THE DATA, ANY DEFECT IN
THE INFORMATION, OR THE BREACH OF THESE TERMS OR CONDITIONS, WHETHER IN AN
ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN IF SOLUTION PROVIDER OR
SOLUTION PROVIDER'S LICENSORS (AND THEIR LICENSORS AND SUPPLIERS) HAVE BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some States,
Territories and Countries do not allow certain liability exclusions or damages limitations, so to that extent the
above may not apply to you.
6. EXPORT COMPLIANCE. End User hereby represents and warrants that it wiU comply with the
requirements of all applicable export laws and regulations, including but not limited to the U.S. Export
Administration Regulations, with respect to the use, handling and physical transfer of the Data which shall at all
times also be pursuant to the terms of this Data License Agreement and the Solution Provider License
Agreement. This provision shall survive any termination or expiration of this Agreement.
7. AUDIT/COMPLIANCE.
7.1 End-User shall keep a complete and accurate audit trail of all financial and non-financial transactions
(including but not limited to records required to be provided as set forth in 7.3 below) relating to this
Data License Agreement and shall retain the same for a period of five (5) years. End-User shall grant
the Solutions Provider and/or its applicable licensors and/or their agents reasonable accompanied
access upon reasonable prior notice, during working hours, to its premises, accounts, records and
computer systems relevant to this Data License Agreement for the purposes of verifying and monitoring
the End-User's compliance with its obligations imder this Data License Agreement (the "Audit") and
shall provide aU reasonable cooperation and assistance in relation to the Audit. Solution Provider
and/or its licensors shall not carry out an Audit more than once in any twelve (12) month period except
where it reasonably suspects that the End-User has failed to comply with any of its obligations under this
Data License Agreement.
7.2. End-User shall comply with all laws and regulations applicable to its use of the Data.
7.3 Upon request, secondary to a request by the U.S. Postal Service, End-User shall provide
Solutions Provider with an accurate covmt of records and/or transactions processed, number of users,
and/or types of usage of the Data provided pursuant to this Data License Agreement and the Solution
Providers License Agreement.
8. TERMINATION.
8.1 The parties may terminate this Data License Agreement at any time where they mutually agree to do so.
The parties agree that they will evidence such termination in writing and ensure that same is signed by an
authorized signatory of each party.
8.2 This Data License Agreement may be terminated by Solution Provider by written notice to the End
User upon the occurrence of any of the following:
8.2.1 End-User is in breach of any of the terms contained in this Data License Agreement, and where
the breach is remediable further fails to remedy the position within twenty (20) working
days of the date of written notification from Solutions Provider of such breach;
8.2.2 End-User is unable to pay its debts as they fall due or otherwise becomes insolvent, or if a
receiver or an administrative receiver is appointed over any or all of the assets of End-User, or if
any arrangement, compromise or composition of End-User's debts is proposed or made by
Page 19 of 23
End-User, or if End-User enters or is entered into any proceedings for administration or
liquidation or otherwise becomes subject to dissolution proceedings, or if any analogous event
occurs in any other jurisdiction in which End-User carries out its business;
8.2.3 expiration or earlier termination of the Solution Provider License Agreement or Term applicable
to the Data licensed to End User under the Data Supply Order Form, or
8.2.4 expiration or termination of the agreement between Solution Provider and its licensor for the
subject Data.
8.3 Upon expiration or termination of this Data License Agreement, End User shall (i) return to
Solutions Provider all copies of the licensed Data and all supporting documentation supplied to it; or
permanently delete or destroy all copies of the licensed Data and all supporting documentation supplied
to it, which, in each case, it is reasonably able to destroy or delete, and confirm in writing to the
Solutions Provider that this has been done.
8.4 Termination of this Data License Agreement shall not prejudice or affect the right of Solution
Provider to recover from End User the amount of any fees outstanding at the date of termination nor any
other right whatsoever of either party which may have accrued at that date or which may accrue
thereafter.
9. GOVERNEVG LAW. This Data License Agreement and any dispute or claim arising out of or in
connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be
governed by and construed in accordance with the laws of the State of New York, USA without giving effect
to (i) its conflict of laws provisions, or (ii) the United Nations Convention for Contracts for the
International Sale of Goods, which is explicitly excluded. You agree to submit to the jurisdiction of the State
of New York for any and all disputes, claims and actions arising from or in connection with the Data provided to
you hereunder.
10. MISCELLANEOUS. Except as expressly provided herein, this Data License Agreement constitutes
the entire agreement between the parties with respect to the Data and supersedes all prior oral or written
proposals, representation, warranties, and agreements. This Data License Agreement may not be altered except
by a written amendment signed by authorized representatives of Solution Provider and End-User. Should any
provision of this Data License Agreement be held by a tribunal of competent jurisdiction to be contrary to law,
the remaining provisions shall remain in full force and effect. End-User shall not assign any of its rights or
obligations under this Data License Agreement or otherwise transfer this Data License Agreement or any part of
it (including any License) without the prior written consent of Solutions Provider.
11. ADDITIONAL TERMS SPECIFIC TO USPS DELIVERY POINT VALIDATION
TECHNOLOGY. Pursuant to the, terms of a Data Supply Order Form, Solution Provider may deliver
Data which incorporates USPS DPV technology and data. The following additional terms shall also apply to
End User's receipt and use of any such DPV technology or data.
11.1 End User acknowledges that the address information contained within the Data is subject to Title 39
use § 412. End User shall take all steps necessary to secure the Data in a manner that fully complies
with Section 412 constraints prohibiting the disclosure of address lists.
11.2 End User shall not use the DPV technology or data to artificially compile a list of delivery points not
already in End User's possession or to create other derivative products based upon information
received from or through use of the DPV technology or data.
11.3 No proprietary End User address list(s) or service products or other system of records that contain(s)
address attributes updated through DPV processing shall be rented, sold, distributed or otherwise
provided in whole or in part to any third party for any purpose containing address attributes derived
from DPV processing. End User may not use the DPV technology to artificially generate address
records or to create mailing lists.
11.4 Any use of the DPV technology and data requires End User to have access to address information that
appears on mail pieces. To ensure the confidentiality of this address information, no employee or
Page 20 of 23 7/17/2014
former employee of End User may, at any time, disclose to any third party any address information
obtained in the performance of this Data License Agreement. Due to the sensitive nature of the
confidential and proprietary information and data contained in the DPV technology. End User
acknowledges that rmauthorized use and/or disclosure of the DPV technology or data will irreparably
harm the USPS' intellectual property rights. Therefore, End User (i) agrees to reimburse the USPS for
any unauthorized use and/or disclosure at a rate of treble (3 times) the current annual fee charged to End
User for the Data; and (ii) consents to such injunetive or other equitable relief as a comf of competent
jurisdiction may deem proper.
11.5 End User shall not export the Data containing DPV technology and data outside of the United
States or its territories without prior written approval of Solution Provider and the USPS.
11.6 All obligations of End User referred to in this Data License Agreement as applicable to USPS Data
inure to the benefit of USPS.
Page 21 of 23 7/17/2014
Exhibit A
Maintenance Serviees
1. Telephone Support Service Hours
Telephone Support Service hours are provided for the Lieeused Program from 6:00PM Sunday to
5:00PM, Friday, Eastern Standard Time, excluding Harte Hanks recognized holidays*. Only those
Customer employees who have been trained by Harte Hanks may call in to the Technical Support line.
After receiving a service request, software support personnel will use commercially reasonable efforts to
respond within two (2) hours but no later than four (4) hours during the normal service hours listed
above.
*Harte Hanks recognized holidays are as follows: New Year's Day, Memorial Day, Fourth of July, Labor
Day, Thanksgiving Day, the days after Thanksgiving, and Christmas Day.
2. Harte Hanks' Support Service includes:
Telephone support in which Harte Hanks provides general information, problem determination, isolation
and verification, and reasonable effort of bug fixes, patches or fixes; future software revisions and
updates provided by Harte Hanks if any; Access to Harte Hanks' password protected website. Customer
may utilize the website to request technical support, download technical bulletins and other useful
information. The website is located at www.trilliumsoftware.com.
3. Release Support
Trillium Software Support Service shall only be provided for the latest release of the Licensed Program
and the prior release for at least twelve (12) months from the date it is superseded by a more current
release. Customer agrees that Harte Hanks will have the right to charge for any services resulting ftom
Customer's modification or improper installation of the Licensed Program or Customer's failure to utilize
current software releases provided by Harte Hanks.
4. Non-Standard Services/Feedback
Trillium Software Support Service does not include writing of drivers. Non-standard services may be
available from Harte Hanks subject to availability and under Harte Hanks' current professional services
policies and rates. Customer acknowledges that during the provision of Maintenance Services we may
each share suggestions, comments or other feedback relating to the Licensed Program. Feedback is
voluntary and Harte Hanks is not required to hold it in confidence. Feedback may be used by Harte
Hanks for any purpose including implementation of such suggestions within the Licensed Program
without any obligation to Customer, including but not limited to compensation of any kind.
Notwithstanding the foregoing, Harte Hanks does not guarantee that feedback or suggestions will be
implemented. Neither party shall give feedback that is subject to license terms that seek to require of the
party receiving the feedback that any product, technology, service or documentation incorporating or
derived from such feedback, or any intellectual property, must be licensed or otherwise shared with any
third party.
5. Updates
The terms and conditions of the license for the original version of the Licensed Program shall apply to
updates, revisions, releases of the Licensed Program and documentation.
6. On-Site Support
At Customer's request, on-site support may he provided at current services rates plus expenses if the
assistance described in Paragraph 2 cannot be provided over the telephone. Scheduling of on-site
support will be based on Harte Hanks' availability.
Page 22 of 23 7/17/2014
ATTACHMENT A
Documentation for the Licensed Program is provided to Customer under separate eover, but incorporated
into the Agreement by reference. In the event of any conflict between the Documentation and the terms
of the Agreement, the terms of the Agreement shall govern.
Page 23 of 23 7/17/2014
TRILLIUM SOFTWARE
A Harte Hanks Company
Schedule No. 002
This Schedule Number 002 ("Schedule") dated July 14,2014 ("Effective Date") is made by and between Oakland County, a
Michigan Municipal and Constitutional Corporation ("Customer") and Harte-Hanks Data Technologies, Inc. ("Harte Hanks")
and is issued pursuant to and incorporates by reference the terms and conditions of the Master License & Professional
Services Agreement dated July 14, 2014 ("Agreement") between Customer and Harte Hanks.
1. Definitions. For the purposes of this Schedule, the terms used herein shall have the meanings set forth in the
Agreement.
2. Project Stakeholders
For; Harte Hanks
• Steve Harrison, AVP, Professional Services
• Julie Doan, Client Partner, Account Management
• Kurt Kelso, Sr. Sales Executive
For: Customer
• Pat Hannum, Programmer — Applications Services
3. Project Description and Scope
Customer is currently utilizing Trillium Software System Series 7.8 ("TSS Series 7") within their Windows environment for
the purpose of data cleansing and matching. Customer wishes to expand their use of Trillium Software in order to deploy
real-time functionality to the address standardization and cleansing applications — currently being used with their CLEMIS
I and Land Group Applications and have purchased the Director for TS Quality ("Director") for this purpose.- Customer is also
considering adding other applications via web services in the future. Customer will upgrade to Trillium Software System vl4
("TSS vl4") to take advantage of software enhancements that improve productivity, reduce complexity of use and
deployment, and be on a version of software that is fully supported by Trillium Software.
Scope of Services
The scope of this Schedule is to outline the services needed to provide Customer with the education, guidance and assistance
in upgrading from TSS Series 7 to TSS vl4 and migration of current business processes and business rules from the JAIL,
CASS and ALTA projects to the new install and to assist with the initial implementation of the Director.
Date of Services TBD
Services Provided
Harte Hanks will provide the following services imder the scope of this project:
• Deliver the 2 day Trillium Software System vl4: DEVELOP the Basics education workshop. This course will be
delivered onsite at a Customer facility for a maximum of 12 students.
o Provide access to the on-line Director Curriculum course.
• Verification of the installation of TSS vl4 core, server, client. United States ("US") country project and postal
directories on the Windows development environment.
o Installation is considered successful with the import of a data load to the TSS Repository followed by
processing a sample set of data using the out of box business rules and data flow delivered with the United
States ("US") country project.
• Verification of the installation of the Director in the Windows development environment.
o The Director installation is considered successful with the verification through the Director System
Manager.
• Verification of installation of any software patches for TSS vl 4.
o The verification of installation of any software patches will be considered complete when the patch version
of the software installed matches the latest patch level available on the Harte Hanks download site.
• Creation of TSS vl4 JAIL, CASS and ACTL projects utilizing the Trillium Control Center User Interface ("TCC"
or "UI").
• Migration of Customer's TSS Series 7 cleansing and matching rules from the JAIL, CASS and ACTL projects to the
TSS vl4 installation in the development environment.
• Regression test the TSS vl4 projects using data from existing processes (50K records maximum per project).
• Reconcile regression test results from TSS vl4 and Series 7 processes utilizing the TCC.
• Creation of a TCC Director cleansing and matching project utilizing the sample US data (50K records maximum).
• Review TCC Director project results with Customer.
• Deploy TCC Director project to the real-time application within development environment.
• Assist Customer with testing the deployed TCC Director project within the real-time application.
• Discuss methodology for promoting development environment to production environment.
• Provide Customer with Engagement Review Documentation
o High level documentation to include engagement over/summary
• Provide knowledge transfer to Customer's technical resource regarding Harte Hanks' Trillium Software System
products, services, methodologies and best practices throughout engagement.
Assumptions:
• Customer will provide consistent resources for the sessions that can accurately describe the business and technical
requirements for the application.
• Customer will provide resources that have attended the Trillium Software System vl4: DEVELOP The Basics
education workshop.
• AH licensed software will be installed prior to the commencement of the migration serviees.
• Customer will register for the on-line Director Curriculum course on the Trillium Software website at:
http://www.trilliumsoftware.com/home/services/eourse-listings.aspx
and reference this Schedule No. 002 on the registration form.
• Customer will have at least one full time resource available for TSS vl4 configuration and migration.
• Customer will have a System Administrator available during the engagement.
• Customer will provide a resoince knowledgeable with the current Customer Trillium Software processes.
• Customer will provide at least 50K test records per project in a delimited format with headers or a fixed length file
with field name and length definitions for the purpose of testing the TSS vl4 migrated environment.
• Customer will provide results from the current Series 7 processes for the purpose of regression testing.
• Customer personnel will perform the activities needed to deploy TSS vl4 projects from the development
environment to the production environment.
• Harte Hanks recommends that Customer will cleanse and match entire database after migration to TSS vl4. This
will ensure all data has been through the TSS vl4 process eliminating any variances in the data that occurred
between product versions.
• Services will be conducted both onsite and remotely as agreed to by Harte Hanks and Customer.
• For onsite services Customer will provide a work area for Harte Hanks resource equipped with a desk, chair, LAN
connection, PC, Internet access and a telephone, as well as any other access, equipment or information reasonably
necessary for Harte Hanks' provision of Services.
• Only those items outlined in this Section 3 are included in the scope of this project.
• Items outside the scope of this document will be managed through a change control process.
Harte Hanks provided resources:
Education Services Instructor
4a242db6.docx 2
V
• Delivers the 2 day Trillium Software System vl4; DEVELOP The Basics education workshop at a Customer
facility.
• Provides access to the Director Curriculum online course.
Data Quality Engineer
• Trillium Software System subject matter expert with extensive experience in version migrations, who is responsible
for providing the services set forth herein.
Customer required resources:
• Single full time TSS vl4 trained technical resource with project specific business requirement knowledge.
• Consistent IT resource for discussion support of the technical implementation and requirements.
• Business users or other data consumers familiar with Customer data and business requirements that the Harte Hanks
resource can request answers to specific data conditions encountered or other data related business problems.
• IT resources that are familiar with and understand the current Trillium Software processes being performed at
Customer.
• Customer will have a System Administrator available during the engagement.
• Project resource which will participate in the knowledge transfer.
4. Fees
Estimated Engagement Fee $39,399 (USD)
TSS vI4: DEVELOP the Basics education workshop $6,000
(on-site 2-day workshop at Customer facility)
Director Curriculum self-paced (on-line) course $399
($399 per seat, recommended I seat minimum)
Data Quality Engineer
Estimated to be 120 hours @ $200/hour $24,000*
(Price represents a 20% discount off of the list price of $250/hour)
Estimated expenses $9,000**
*Fee includes up to a maximum of 120 hours of services to be provided by a Harte Hanks resource at the discounted rate
listed above. Customer will only be invoiced for those hours actually performed by a Harte Hanks resource. This
discounted rate shall expire at the earlier of the date all 120 hours are consumed or 180 days following the date of this
Schedule. Additional hours required, if any, will be invoiced at the rate set forth above for the applicable resource. Harte
Hanks will not incur any additional hours without Customer's prior consent (email consent is sufficient for this purpose).
**Expenses are not included and will be invoiced at actual cost.
Weekend Travel Policv: If rendering of Services requires Harte Hanks' personnel to travel on weekends. Customer shall be
billed for such travel time at 50% of the published hourly rate for such persoimel or at the fixed fee of $1,000 for fixed fee
engagements.
Cancellation Policv: In the event Customer reschedules or cancels a Service engagement less than 24 hours before the
scheduled commencement of such Services, the following cancellation fees shall apply: (i) Onsite Services - $2,000
cancellation fee plus any non-refundable fees for cancelled travel reservations/arrangements and (ii) Remote Engagements -
$1,000 cancellation fee.
d33cS98.docx 3
Customer invoices will be submitted to the following contact/address:
Name:
Title:
Address 1:
Address 2:
City, State, Postal Code:
Email: XT^ PRor. (2 o A^<=,0^. eoM
Phone:
PO Number:
(Note: Harte Hanks is unable to sign this Schedule until this invoicing information has been provided.)
5. Term. This Schedule shall commence upon the Effective Date and continue thereafter until completion of the
project as described herein or within one (1) year; whichever occurs first.
This Schedule incorporates and is subject to all of the terms and provisions of the Agreement, and is vahd only if signed by
authorized representatives of both parties. Each party represents that the individual signing on its behalf has read this
Schedule, understands it, and has fuU authority to bind such party.
Oakland County, Harte-Hanks Data Technologies, Inc.
A Michigan Municipal and Constitutional Corporation
By: Bv: ^
Name: Sc-o/t l\) . C- t>2T}Y Name:
Title: P<J thC^0/JirilUfrcd ^ Title: Tbt7.^c-7;0-
Date: *7 / "7 - ^ Date: & | |
d33cfi98.docx
i0:6 HV 9-9nitl||
t
4
AMENDMENT OF CONTRACT 004199
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 004199
AMENDMENT 02
AMENDMENT DATE: December 14, 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
Trillium Software, Inc.
2 Blue Hill Plaza #1563,
Pearl River, NY 10965 Vendor Number: 261
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 July 1, 2014 Master License and Professional Service Contract No . 004199 (14258-ML)
and all Schedules and Amendments thereto.
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 acknowledge d 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:
a) The Contract Expiration Date of 7/14/19 is extended to 12/31/19.
b) The Not to Exceed Amount of $152,000.00 is increased to $198,016.00.
c) Paragraph 2.1 is replaced with the following:
“This Contract shall commence as of the date first above written and shall automatically expire
on December 31, 2019 unless termination occurs earlier in accordance with the pro visions of this
Contract. The term of each Schedule shall be set forth in the appropriate Schedule.
Termination of a Schedule shall not terminate this Contract, and the Parties shall remain free to
enter into future Schedule(s) pursuant to this Contract and during the term of this Contract. In
the event this Contract terminates prior to the completion of a Schedule, such Schedule shall be
AMENDMENT OF CONTRACT 004199
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)
subject to the terms and conditions of this Contract until its completion. Any and all perpetual
licenses in the Contract, including but not limited to the New Licenses defined in Schedule 001,
shall survive and continue in full force and effect in accordance with the terms and conditions of
this Contract and the applicable Schedule after this Contract automatically terminates on
December 31, 2019.
d)Contractor shall provide Software Maintenance and Support Services and the directory
subscription for the products described below for a one-year period beginning on December 31,
2018 and ending on December 30, 2019 for a total fee of $46,016.00:
•License # A202-B, one copy of a Defined Use License to TS Quality, including 2
concurrent users, in Production, on Windows Platform (up to 4 cores);
•One copy of a Defined Use License to TS Quality, in Non-Production, on a W indows
Platform (up to 4 cores);
•One copy of a Defined Use license to TS US Country Project, in Production, on
Windows Platform (up to 4 cores);
•One copy of a Defined Use License to TS Director for Web Services, for use with
CLEMIS and Assessing & Tax applications, in Production, on Windows Platform (up to 4
cores);
•One year subscription for the US Postal Directory Subscription License # A202-A.
Updates to the US Postal Directory are available on a monthly basis during the one-year
subscription.
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:
Trillium Software, Inc.
THE COUNTY OF OAKLAND: SIGN / DATE:
Pamela L. Weipert, CPA CIA, Compliance Officer
or
Scott N. Guzzy, CPPO, MBA, Purchasing Administrator
aec
Nayan Panchal (Dec 14, 2018)
Nayan Panchal
Scott N. Guzzy (Dec 14, 2018)
AMENDMENT OF CONTRACT 004199
Page 1
OAKLAND COUNTY EXECUTIVE, DAVID COULTER
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
Rev 2019/08/20
IT RLB
AMENDMENT OF CONTRACT 004199
AMENDMENT 03
AMENDMENT DATE: January 8, 2020
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
Trillium Software Inc
2 Blue Hill Plaza #1563
Pearl River, NY 10965 Vendor Number: 261
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:
The Contract Expiration Date of 12/31/19 is extended to 12/31/22.
The Not to Exceed Amount of $198,016.00 is increased by $143.151.000 to a new
NTE of $341,167.00.
Paragraph 2.1 is replaced with the following:
“This Contract shall commence as of the date first above written and shall
automatically expire on December 31, 2022 unless termination occurs earlier in
accordance with the provisions of this Contract. The term of each Schedule shall
be set forth in the appropriate Schedule. Termination of a Schedule shall not
AMENDMENT OF CONTRACT 004199
Page 2
OAKLAND COUNTY EXECUTIVE, DAVID COULTER
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
Rev 2019/08/20
terminate this Contract, and the Parties shall remain free to enter into future
Schedule(s) pursuant to this Contract and during the term of this Contract. In the
event this Contract terminates prior to the completion of a Schedule, such Schedule
shall be subject to the terms and conditions of this Contract until its completion.
Any and all perpetual licenses in the Contract, including but not limited to the New
Licenses defined in Schedule 001, shall survive and continue in full force and effect
in accordance with the terms and conditions of this Contract and the applicable
Schedule after this Contract automatically terminates on December 31, 2022.
Contractor shall provide the Software Maintenance and Support Services and
Directory subscription described below for a three -year period beginning on
December 31, 2019 and ending on December 30, 2020 for a total fee of
$143,151.00 invoiced and paid in annual installments of $47,717.00:
License # A202-B, one copy of a Defined Use License to TS Quality, including 2
concurrent users, in Production, on Windows Platform (up to 4 cores);
One copy of a Defined Use License to TS Quality, in Non -Production, on a Windows
Platform (up to 4 cores);
One copy of a Defined Use license to TS US Country Project, in Production, on
Windows Platform (up to 4 cores);
One copy of a Defined Use License to TS Director for Web Services, for use with
CLEMIS and Assessing & Tax applications, in Production, on Windows Platform (up
to 4 cores);
Three year subscription for the US Postal Directory Subscription License # A202 -A.
Updates to the US Postal Directory are available on a monthly basis during the
three-year subscription.
Add the following line item as described below:
Annual Software Maintenance & Support License # A202-B $47,717.00
AMENDMENT OF CONTRACT 004199
Page 3
OAKLAND COUNTY EXECUTIVE, DAVID COULTER
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
Rev 2019/08/20
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:
Trillium Software Inc
THE COUNTY OF OAKLAND: SIGN / DATE:
Pamela L. Weipert, CPA CIA, Compliance Officer
or
Scott N. Guzzy, CPPO, MBA, Purchasing Administrator
aec
Nayan Panchal (Jan 8, 2020)
Nayan Panchal
Scott N. Guzzy (Jan 8, 2020)
Customer:County of Oakland - Michigan
Billing Address:1200 N. Telegraph Road 49 West Trillium Software, Inc
Pontiac, MI 48341-0421 2 Blue Hill Plaza, #1563
Pearl River, NY 10965
Email Invoice to:IT_Procurement@oakgov.com
Your contact:
Phone:
Renewal Contact:Karen Hitchcock E-Mail:
Email Address:hitchcock@oakgov.com
Renewal Date:1/1/2020
FTP Destination / same as billing address above Renewal Term:1 year
Site Location:
Quote number:OAKL-01012020-KC
Quote for Software Maintenance + Postal Directories
Period: 01/01/2020-12/31/2022 Price Notes
3 year non-cancellable term
Annual Software Maintenance & Support License # A202-B $107,151
$143,151 paid
Schedule 1 in 3 annual
One copy of a Defined Use License to TS Quality, including 2 concurrent users, payments of
in Production, on Windows Platform (up to 4 cores)$47,717.00
per year
One copy of a Defined Use License to TS Quality, in Non-Production, on a
Windows Platform (up to 4 cores)
One copy of a Defined Use license to TS US Country Project, in Production,
on Windows Platform (up to 4 cores)
One copy of a Defined Use License to TS Director for Web Services, for use with
CLEMIS and Assessing & Tax applications, in Production, on Windows Platform
(up to 4 cores)
Annual Postal Directory Subscription License # A202-A $36,000
Schedule 1
US Postal Directory
TOTAL:$143,151
Notes:
Purchase Orders:
If a PO is required for payment, please issue it to Trillium Software Inc, 2 Blue Hill Plaza #1563, Pearl River, NY 10965,
and email it to PurchaseOrders@trilliumsoftware.com, with copy to kristin.cimillo@syncsort.com
Payment:
Remit Payment to: Trillium Software Inc, 2 Blue Hill Plaza- #1563, Pearl River NY 10965
845-531-3406
kristin.cimillo@syncsort.com
Kristin Cimillo
AMENDMENT OF CONTRACT 004199 (14258-ML)
Page 1
Rev 2015/12/02(v2)
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
Information Technology RLB
AMENDMENT OF CONTRACT 004199 (14258-ML)
AMENDMENT 01x
AMENDMENT DATE: July 13, 2017
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
Trillium Software, Inc.,
fka Harte-Hanks Data Technologies, Inc.
1700 District Avenue, Suite 300,
Burlington, MA 01803
Vendor Number: 261
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 July 1, 2014 Master License and Professional Service Contract No. 004199 (14258-ML)(the
“Contract”) and all Schedules executed between County and Customer thereto.
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 this 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:
a) The phrase “Contract Expiration Date: 12/29/2015” on page 1 of the Contract is replaced with
“Contract Expiration Date: 7/14/2019”.
b) The phrase “Not to Exceed Amount $120,000.00” on page 1 of the Contract is replaced with “Not
to Exceed Amount $152,000.00”.
c) Paragraph 2.1 is replaced with the following:
“This Agreement shall commence as of the date first above written and shall automatically expire on
July 14, 2019 unless termination occurs earlier in accordance with the provisions of this Agreement.
The term of each Schedule shall be set forth in the appropriate Schedule. Termination of a Schedule
shall not terminate this Agreement, and the parties shall remain free to enter into future Schedule(s)
AMENDMENT OF CONTRACT 004199 (14258-ML)
Page 2
Rev 2015/12/02(v2)
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
pursuant to this Agreement and during the term of this Agreement. In the event this Agreement
terminates prior to the completion of a Schedule, such Schedule shall be subject to the terms and
conditions of this Agreement until its completion. Any and all perpetual licenses in the Contract,
including but not limited to the New Licenses defined in Schedule 001, shall survive and continue in
full force and effect in accordance with the terms and conditions of this Agreement and the applicable
Schedule after this Agreement automatically terminates on July 14, 2019”;
d) Paragraph 9.4 is replaced with the following:
“INSURANCE REQUIREMENTS
During the term of this Contract, the Contractor shall provide and maintain, at its own expense, all
insurance as set forth and marked below. 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 Umbrella/Excess requirement may be met by increasing the primary
Commercial General Liability limits to meet the combined limit requirement.
Supplemental Coverages – As Needed
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.
AMENDMENT OF CONTRACT 004199 (14258-ML)
Page 3
Rev 2015/12/02(v2)
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
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 Insurance with minimum limits of $1,000,000 per claim and $1,000,000
aggregate.
6. ☐ Garage Keepers Liability Insurance with minimum limits of $1,000,000 per claim and
$1,000,000 aggregate.
7. ☐ Cyber Liability Insurance 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
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 an d 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 following County’s
written request 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”;
AMENDMENT OF CONTRACT 004199 (14258-ML)
Page 4
Rev 2015/12/02(v2)
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
For and in consideration of the mutual assurances, promises, acknowledgments, warrants, representations,
and agreements set forth in the Contract and this Amendment, and for other good and valuable consideration,
the receipt and adequacy of which is hereby acknowledged, the undersigned hereby execute this Amendment
on behalf of the County, and Contractor, and by doing so legally obligate and bind the County and Contractor
to the terms and conditions of the Contract and this Amendment.
THE CONTRACTOR: SIGN / DATE:
Trillium Software, Inc.
THE COUNTY OF OAKLAND: SIGN / DATE:
Pamela L. Weipert, CPA CIA, Compliance Officer
or
Scott N. Guzzy, CPPO, MBA, Purchasing Administrator
aec
Terrie Prescott (Jul 14, 2017)
Terrie Prescott
Scott N. Guzzy (Jul 14, 2017)
Scott N. Guzzy
1
Schedule No. 003
This Schedule Number 003 (“Schedule”) dated June 28, 2017 (“Effective Date”) is made by and between Oakland County, a
Michigan Municipal and Constitutional Corporation (“Customer”) and Trillium Software, Inc. (f/k/a Harte-Hanks Data
Technologies, Inc.) (“Trillium”), and is issued pursuant to and incorporates by reference the terms and conditions of the
Master License & Professional Services Agreement No. 004199 (14258-ML) dated July 14, 2014 (“Agreement”) between
Customer and Trillium.
1. Definitions. For the purposes of this Schedule, the terms used herein shall have the meanings set forth herein, and
if not set forth herein the meanings set forth in the Agreement.
2. Project Stakeholders
For: Trillium Software
Steve Harrison, Senior Director, Professional Services
For: Customer
Karen Hitchcock, Applications Services
3. Project Description and Scope
Effective August 1, 2017, the United States Postal Service (“USPS”) will require Trillium to be capable of decrypting SHA-
256 data (“256-bit encryption”). As a result, companies utilizing USPS products , Delivery Point Validation (“DPV”),
LACSLink™, SuiteLink™, and/or Residential Delivery Ind icator (“RDI”), will be required to upgrade to Trillium Software
System v15.5 ("TSS v15.5"). Customer is curr ently utilizing DPV on Trillium Software System v14 (“TSS v14”). As of
August 1, 2017, the current unencrypted version of these USPS data product s will no longer be available for delivery for TSS
v14.
Scope of Services
The scope of this Schedule is to outline the services Trillium shall provide to Customer in upgrading from TSS v14 to TSS
v15.5 and migrating current business processes and business rules for up to three data quality (“DQ”) projects to the new
install. The 3 DQ projects are CLEMIS, CASS and LAMS.
Date of Services: Tentatively set for July, 2017. Customer and Trillium will schedule a mutually agreed time for
commencement of the Services (as defined below). The process begins with an initial meeting (via teleconference) usually
scheduled five or ten business days in advance of the commencement of any planned Service delivery to ensure Customer
readiness. Notwithstanding the foregoing, Trillium shall complete the services no later than August 1, 2017 as long as
Customer completes all its pre-engagement assumption activities by July 7, 2017.
Services Provided
Trillium shall provide the following services (“Services”) to Customer under the scope of this project:
Validate the installation and perform functional testing of all licensed software components of TSS v15.5, including
but not limited to Repository Server, Core, Trillium Control Center, Postal Directories (32 and 64 bit), Enterprise
Solution Connectivity (the Director) and Enterprise Data Quality (64 bit modules), in Customer’s development
("DEV") environment. When performing functional testing, Trillium will use out-of-the-box files and configuration.
Trillium recommends that all Services provided under this Schedule be performed and tested within Customer's non-
production or DEV environment to mitigate any potential risk to Customer’s production (“PROD”) environment that
may be caused by such services.
o Trillium’s functional testing shall include successfully importing a data load to the TSS Repository
followed by processing a sample set of data using the out-of-the-box business rules and data flow delivered
with the United States (“US”) country project.
2
o Installation of The Director software is considered successful with the start up of the Director System
Manager.
Validate the installation of all software updates for TSS v15.5.
o The validation of installation of all software updates will be considered complete when the update version
of the software installed matches the latest update level available on the Trillium download site.
Import the TSS v14 project definitions files for CLEMIS, CASS and LAMS into the TSS v15.5 instance via the
Control Center.
Modify the DPV process step within the CLEMIS, CASS and LAMS projects to invoke the new encrypted data files
and to set up False Positive reporting.
o Verify proper functionality of USPS data files to include the encrypted DPV and RDI data files within the
TSS v15.5 DEV environment.
Provide guidance, documentation and step-by-step demonstration of updating the USPS data files – both 32 and 64
bit.
Assist with the deployment of the CLEMIS, CASS and LAMS projects for processing in both batch and real-time.
Take all steps necessary to ensure the CLEMIS, CASS and LAMS projects run from The Director.
Provide guidance, assistance, documentation and step-by-step demonstration of the deployment of the DEV
environment to the PROD environment.
Provide Customer with Engagement Review Documentation
o High level documentation to include engagement summary
Provide knowledge transfer (“KT”) to Customer’s technical resource regarding Trillium’s products, services,
methodologies and best practices throughout engagement including, but not limited to, the following topics:
o Import/Export of DQ projects
o Upgrading TSS 14 and TSS 15.5 Repository
o Retaining Custom Configurations during upgrade
Assumptions:
All TSS v15.5 software will be installed within Customer’s DEV environment prior to start of engagement.
Customer will download licensed USPS data files to include the encrypted DPV data files and update prior to
start of engagement.
All Services will be conducted in Customer’s DEV environment.
All Services will be performed using TSS v15.5 and the Trillium Control Center User Interface (“TCC” or
“UI”).
Customer will provide a resource knowledgeable with the current Customer’s Trillium Softwa re processes.
Customer will export the project definitions of the CLEMIS, CASS and LAMS DQ workflows from the TSS
v14 Control Center for importing into TSS v15.5.
Customer resources will perform the activities needed to deploy TSS v15 .5 DQ workflows from the DEV
environment to the PROD environment with Trillium’s guidance, assistance, documentation and step-by-step
demonstration.
Customer resources will be responsible for updating any batch scripts in their environment.
Consulting Services can be conducted both onsite and remotely as mutually determined by Trillium and
Customer:
o While on-site, Customer will provide a work area for the Trillium resource equipped with a desk,
chair, LAN connection, PC, Internet access and a telephone.
o For remote Services, Customer will provide a secure remote network access to Customer’s DEV server
to allow off-site work and secure file transfer.
o Remote network access must be tested and validated prior to the commencement of these services.
Items outside the scope of this document will be managed through the Project Change Request process.
Trillium provided resources:
Data Quality Engineer
Trillium subject matter expert with extensive experience in version migrations, who is responsible for providing the
Services set forth herein.
Customer required resources:
3
Single full time technical resource with project specific business requirement knowledge.
Consistent IT resource for discussion support of the technical implementation and requirements.
Business users or other data consumers familiar with Customer data and business requirements that the Trillium
resource can request answers to specific data conditions encountered or other data related business problems.
IT resources that are familiar with and understand the current Trillium processes being performed at Customer.
Customer will have a System Administrator available during the engagement .
Project resource which will participate in the knowledge transfer.
4. Optional Services
During the Term (as defined below) of this Schedule, Trillium shall be available and is willing to perform the following
optional services listed below if Customer requests such optional services using the Project Change Request process outlined
in paragraph 5.
Installation of all licensed software components identified below in Customer’s DEV environment.
o Repository Server
o Core
o Trillium Control Center
o Postal Directories (32 and 64 bit)
o Enterprise Solution Connectivity (The Director)
o Enterprise Data Quality (64 bit modules)
Installation of all software updates for TSS v15.5
Provide access to the following (self-paced) eLearning courses:
o eLearning: TSS: The Basics (US Edition) (Course ID OLS-T101-150) - 17 hours. Designed for clients
who use or license both TS Quality and TS Discovery.
o eLearning: The Director (Course ID OPS-P101-135) - 2 hour and 15 minute video introduces T he
Director to participants looking to implement a real-time DQ solution.
o eLearning: The Repository Manager (Course ID OPS-A101-135) - 1/2 hour video - manage
repositories, create secure connections, backup
o Course registration is conducted on the Trillium website at:
https://www.trilliumsoftware.com/services/education/
Customer will reference this Schedule No. 003 on the course registration page for each
course.
Although Trillium and Customer acknowledge and agree that the optional services listed above are not currently within the
scope of this project, if Customer requests such optional services using the Project Change Request process outlined below,
the estimated pricing for such optional services is as follows:
Optional Services Fees
Data Quality Engineer
Estimated to be 44 hours @ $250/hour $11,000*
eLearning: TSS: The Basics - US Edition (OLS-T101-150) – per user seat $2,500
eLearning: The Repository Manager (OPS-A101-135) - per user seat $99
eLearning: The Director (OPS-P101-135) - per user seat $399
Total: $13,998
5. Project Change Request
4
A Project Change Request (“PCR”) form will be the vehicle for documenting each new Optional Service or
project change executed under this Schedule. The PCR will describe the Optional Service or project scope,
mutually agreed date for commencement, associated deliverables, fees and expenses, and timeline for
completion. The PCR will be substantially in the form attached hereto as Attachment A.
Both Trillium and Customer will review the proposed PCR and approve it for further study or reject it. If
the PCR is agreed to by both Trillium and Customer, each party will sign the approval portion of the PCR
prior to the Optional Service or project change being initiated.
Unless otherwise specified in a PCR, all Optional Services or changes shall be performed Monday through
Friday, 8:30AM to 5:00PM local time, excluding Trillium’s recognized holiday schedule.
6. Fees for Services Included in Scope of Project
Services Fees $15,000 (USD)
Data Quality Engineer
Estimated to be 60 hours @ $250/hour $15,000*
*Services Fees includes up to a maximum of 60 hours of Services to be provided by a Trillium data quality engineer at the
rate listed above. Customer will only be invoiced monthly for those hours actually performed by a Trillium data quality
engineer. Additional hours required, if any, will be invoiced at the rate set forth above for the applicable resour ce. Trillium
will not incur any additional hours without Customer’s prior written consent (email is sufficient for this purpose).
**Expenses are not included and will be invoiced at actual cost.
Weekend Travel Policy: If rendering of Services (including any Optional Services) requires Trillium personnel to travel on
weekends, Customer shall be billed for such travel time at 50% of the published hourly rate for such personnel or at the fixed
fee of $1,000 for fixed fee engagements.
Cancellation Policy: In the event Customer reschedules or cancels a Services or Optional Services engagement less than 24
hours before the scheduled commencement of such Services or Optional Services, as applicable, the following cancellation
fees shall apply: (i) onsite services - $2,000 cancellation fee plus any non-refundable fees for cancelled travel
reservations/arrangements and (ii) remote engagements - $1,000 cancellation fee.
Invoices for Services and Optional Services will be submitted monthly to the following contact/address (or such other
contact/address as may be updated by Customer by written notice to Trillium) and are payable within 30 days of Customer’s
receipt:
Name:
Title: Oakland County
Address 1: Attn: Sheila Drake
Address 2: 2100 Pontiac Lake Road
Address 3:
City, State, Postal Code: Waterford, MI 48328
Email: IT_Procurement@oakgov.com
Phone:
PO Number (if applicable):
7. Term. This Schedule shall commence upon the Effective Date and continue thereafter until (i) completion of the
Services as described herein or (ii) one (1) year from the Effective Date, whichever occurs first (the “Term”).
This Schedule incorporates and is subject to all of the terms and provisions of the Agreement, and is valid only if signed by
authorized representatives of both parties. Each party represents that the individual signing on its behalf has read this
Schedule, understands it, and has full authority to bind such party.
5
Oakland County, Trillium Software, Inc.
A Michigan Municipal and Constitutional Corporation
By: By:
Title: Title: Purchasing Administrator
Terrie Prescott (Jul 14, 2017)
Terrie Prescott
VP, Legal
Scott N. Guzzy (Jul 14, 2017)
Scott N. Guzzy
6
Attachment A to Schedule 003:
This Project Change Request No. <__> ("PCR") shall serve to document acceptance of
Optional Services or the description of Services and the allocation of estimated hours to
complete such project. These Services are to be provided by Trillium pursuant to the terms of
Schedule No. 003 between Oakland County, a Michigan Municipal and Constitutional
Corporation (“Customer”) and Trillium Software, Inc. (“Trillium”) (“Schedule”) and is issued
pursuant to and incorporates by reference the terms and conditions of Master License &
Professional Services Agreement No. 14258-ML dated July 14, 2014 (“Agreement”) between
Customer and Trillium. Except to the extent the Services and pricing are modified herein, all
other terms and conditions of the Schedule shall remain in full force and effect and s hall govern
the provision of Services under this PCR. This PCR shall become effective on the date finally
signed below by both parties ("Effective Date”). This PCR is valid only if signed by both
parties. Each party represents that the individual signing on its behalf has read this PCR,
understands it, and has full authority to bind such party.
PCR #<__>
Project Name:
Submitted by: Date:
BUSINESS OVERVIEW
BUSINESS REQUIREMENTS/ASSUMPTIONS/DELIVERABLES
USTOMER’S OBLIGATIONS
[LIST OBLIGATIONS THAT THE CUSTOMER WILL NEED TO MEET IN ORDER FOR TRILLIUM TO
PERFORM ITS OBLIGATIONS. ATTACHMENTS TO BE ADDED, IF REQUIRED.]
ESTIMATE OF NUMBER OF RETAINER HOURS TO COMPLETE
Trillium estimates a range of between ____ to ____ hours will be required to complete this project. If the scope of this
project should change or should additional hours be required, Trillium will provide Customer with a revised estimate
of the number of hours to complete this project and any additional costs in the event the available retainer hours are
exceeded for the applicable period and/or project.
COST
The total cost of this project is included in the Customer’s retainer allocation and the hours used to complete this
project (subject to the applicable minimum hour utilization for each project) will be deducted from such retainer hours.
If applicable, travel and related expenses are additional and are estimated at $________________. Trillium will not to
exceed such estimate without the written permission of Customer (email is sufficient for this purpose).
Trillium reserves the right to revise this estimate if the project requirements change, if the listed assumptions are not
valid, and/or if the dependencies are not met in a timely manner. Trillium will require written authorization prior to
providing a schedule for the development outlined within th is estimate and/or beginning the project tasks.
APPROVALS
Oakland County, a
Michigan Municipal and
Constitutional Corporation
Trillium Software, Inc.:
Accept for Implementation
Reject for Implementation Signature Signature
Defer Implementation
Implement with Modifications Printed Name Printed Name
Date: Date:
Supplier Contract CON00008180: IT Trillium Implementation NPC
Contract Number CON00008180
Status Approved
Contract Information
Company Oakland County
Supplier Trillium Software Inc
Contract Specialist Wendy Pucher (23900)
Buyer Wendy Pucher (23900)
Contract Type Professional Service
Contract Name IT Trillium Implementation NPC
Contract Reference 0000000000000000000004199/1080101
On Hold No
Terms and Amounts
Start Date 07/01/2014
Contract Signed Date 07/01/2014
End Date 12/31/2022
Total Contract Amount 105,435.00
Original Contract Amount 105,435.00
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 0.00
Invoiced PO Amount 0.00
Non-PO Invoice Amount 0.00
PO Balance Remaining 105,435.00
Invoice Balance Remaining 105,435.00
Contract Overview
Contract Overview Original Contract Amount: 341167
1080101- C1 2016/02/22 LMC
CLOSE CONTRACT, C2 2022/04/06 LMC
CHANGE ASSIGNED BUYER FROM RLB TO WP., C3 2015/09/02 CJB
Contract open until insurance received
2015/09/03 CJB
Insurance received, contract approved, C4 2022/02/10 wkp
requested updated COI from supplier, C5 2022/04/11 wkp
“Status changed from open to approved, to facilitate cutover implementation into Workday system”., C6
NPC189, C7 2014/08/08 AEC
Contract Finalized, C8 2017/07/17 AEC
CO 01x
Extend the contract expiration date from 12/29/2015 07/14/2019
Add $32,000.00 to the contract Not to Exceed (NTE) amount.
The contract NTE will change from $120,000.00 to $152,000.00
Vendor Name Changed from Harte Hanks Data Technologies Inc to Trillium Software Inc
new insurance requirements included, C9 2018/12/18 AEC
CO 02
Paragraph 2.1 of the contract is replaced with the Paragraph 2.1 contained in amendment.
Add $46,016.00 to the contract Not to Exceed (NTE) amount. The contract NTE will change from
View Supplier Contract: View Supplier
Contract
12:06 PM
11/16/2022
Page 1 of 3
$152,000.00 to $198,016.00
Change to contract expiration date from 07/14/2019 to 12/31/19.
Add the following item as described below:
Annual Software Maintenance & Support License # A202-B$34,016.00
Annual Postal Directory Subscription License # A202-A Schedule 1 US Postal Directory $12,000.00, C10
2019/01/22 AEC
Contract placed in Open Status due to lack of insurance
2019/01/22 AEC
Insurance received contract placed in Approved Status, C11 2020/01/09 AEC
CO 03
The Contract Expiration Date of 12/31/19 is extended to 12/31/22.
The Not to Exceed Amount of $198,016.00 is increased by $143.151.000 to a new NTE of $341,167.00.
Paragraph 2.1 is replaced with the following:
“This Contract shall commence as of the date first above written and shall automatically expire on
December 31, 2022 unless termination occurs earlier in accordance with the provisions of this Contract.
The term of each Schedule shall be set forth in the appropriate Schedule. Termination of a Schedule shall
not terminate this Contract, and the Parties shall remain free to enter into future Schedule(s) pursuant to
this Contract and during the term of this Contract. In the event this Contract terminates prior to the
completion of a Schedule, such Schedule shall be subject to the terms and conditions of this Contract until
its completion. Any and all perpetual licenses in the Contract, including but not limited to the New Licenses
defined in Schedule 001, shall survive and continue in full force and effect in accordance with the terms
and conditions of this Contract and the applicable Schedule after this Contract automatically terminates on
December 31, 2022.
Contractor shall provide the Software Maintenance and Support Services and Directory subscription
described below for a three-year period beginning on December 31, 2019 and ending on December 30,
2020 for a total fee of $143,151.00 invoiced and paid in annual installments of $47,717.00:
License # A202-B, one copy of a Defined Use License to TS Quality, including 2 concurrent users, in
Production, on Windows Platform (up to 4 cores);
One copy of a Defined Use License to TS Quality, in Non-Production, on a Windows Platform (up to 4
cores);
One copy of a Defined Use license to TS US Country Project, in Production, on Windows Platform (up to 4
cores);
One copy of a Defined Use License to TS Director for Web Services, for use with CLEMIS and Assessing
& Tax applications, in Production, on Windows Platform (up to 4 cores);
Three year subscription for the US Postal Directory Subscription License # A202-A. Updates to the US
Postal Directory are available on a monthly basis during the three-year subscription.
Add the following line item as described below:
Annual Software Maintenance & Support License # A202-B $47,717.00, C12 2021/09/13 AEC
Contract placed in Open Status due to lack of insurance.
Catalog Item Pricing
Catalog
Catalog Discount Percent
004199_CO_01x.pdf
File Name 004199_CO_01x.pdf
Content Type application/pdf
Updated By Christine Arakelian (23317)
Upload Date 05/19/2022 03:30:41 PM
Comment
004199_CO_02.pdf
File Name 004199_CO_02.pdf
Content Type application/pdf
Updated By Christine Arakelian (23317)
Upload Date 05/19/2022 03:30:41 PM
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View Supplier Contract: View Supplier
Contract
12:06 PM
11/16/2022
Page 2 of 3
004199_CO_03.pdf
File Name 004199_CO_03.pdf
Content Type application/pdf
Updated By Christine Arakelian (23317)
Upload Date 05/19/2022 03:30:41 PM
Comment
Trillium Software.pdf
File Name Trillium Software.pdf
Content Type application/pdf
Updated By Christine Arakelian (23317)
Upload Date 05/19/2022 03:30:41 PM
Comment
Notes
Note Created On Person Note Content
Wendy Pucher (23900) - 07/20/2022 07/20/2022 09:26:41.161 AM Wendy Pucher
(23900)
no longer on hold. supplier provided an
updated acord. copy attached to
supplier profile
Wendy Pucher (23900) - 05/09/2022 05/09/2022 09:16:41.640 AM Wendy Pucher
(23900)
Contract placed in HOLD Status due to
lack of insurance. Supplier notified.
View Supplier Contract: View Supplier
Contract
12:06 PM
11/16/2022
Page 3 of 3