HomeMy WebLinkAboutResolutions - 2023.02.16 - 37979
AGENDA ITEM: Appropriating Additional Funding for Purposes of Executing a New Contract to
Provide Inmate Food Services at the Oakland County Jail
DEPARTMENT: Sheriff’s Office
MEETING: Board of Commissioners
DATE: Thursday, February 16, 2023 6:00 PM - Click to View Agenda
ITEM SUMMARY SHEET
COMMITTEE REPORT TO BOARD
Resolution #2023-2655 _ 23-33
Motion to adopt the attached suggested resolution.
ITEM CATEGORY SPONSORED BY
Budget Amendment Penny Luebs
INTRODUCTION AND BACKGROUND
BUDGET AMENDMENT REQUIRED: Yes
Committee members can contact Michael Andrews, Policy and Fiscal Analysis Supervisor at
248.425.5572 or andrewsmb@oakgov.com, or the department contact persons listed for additional
information.
CONTACT
Curtis Childs
Gaia Piir, Sheriff Fiscal Officer
ITEM REVIEW TRACKING
Penny Luebs, Created/Initiated - 2/16/2023
David Woodward, Board of Commissioners Approved - 2/16/2023
Hilarie Chambers, Executive's Office Approved - 2/21/2023
Lisa Brown, Clerk/Register of Deeds Final Approval - 2/28/2023
AGENDA DEADLINE: 02/16/2023 6:00 PM
ATTACHMENTS
1. Contract for Inmate Food Services Jail SCHEDULE A Rev 2-8-2023
2. Aramark contract - v 2.10.23
3. DRAFT Inmate Food Services Scope of Work
COMMITTEE TRACKING
2023-02-07 Public Health & Safety - Recommend and Forward to Finance
2023-02-08 Finance - Recommend to Board, as amended
2023-02-16 Full Board - Adopt
Motioned by: Commissioner Penny Luebs
Seconded by: Commissioner Gary McGillivray
Yes: David Woodward, Michael Spisz, Michael Gingell, Penny Luebs, Robert Hoffman, Philip
Weipert, Gwen Markham, Angela Powell, Marcia Gershenson, Janet Jackson, Gary McGillivray,
William Miller III, Yolanda Smith Charles, Charles Cavell, Ajay Raman (15)
No: Kristen Nelson (1)
Abstain: None (0)
Absent: Christine Long, Brendan Johnson (2)
Passed
February 16, 2023
RESOLUTION #2023-2655 _ 23-33
Sponsored By: Penny Luebs
Sheriff’s Office - Appropriating Additional Funding for Purposes of Executing a New Contract
to Provide Inmate Food Services at the Oakland County Jail
Chair and Members of the Board:
WHEREAS the current contract with Aramark Correctional Services LLC to provide inmate food
services at the Oakland County Jail expires on February 28, 2023; and
WHEREAS a request for proposal was placed on the Michigan Inter-governmental Trade Network
(MITN) resulting in three bid responses; and
WHEREAS the bids have been evaluated based on the following categories: company qualifications,
operational standards – food service, operational standards - commissary, and pricing. Based on the
pricing included in the proposal, the Sheriff’s Office has insufficient funds in the current FY2023-
FY2025 budget to award a new contract.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners approves
an appropriation of up to $1,137,500.00 for purposes of executing a new 2-year contract for inmate
food services at the Oakland County Jail.
BE IT FURTHER RESOLVED that the final contract be provided to the Board of Commissioners.
BE IT FURTHER RESOLVED that the FY2023-FY2025 budget is amended as detailed in the
attached Schedule A.
Chair, the following Commissioners are sponsoring the foregoing Resolution: Penny Luebs.
Date: February 16, 2023
David Woodward, Commissioner
Date: February 21, 2023
Hilarie Chambers, Deputy County Executive II
Date: February 28, 2023
Lisa Brown, County Clerk / Register of Deeds
COMMITTEE TRACKING
2023-02-07 Public Health & Safety - Recommend and Forward to Finance
2023-02-08 Finance - Recommend to Board, as amended
2023-02-16 Full Board - Adopt
VOTE TRACKING
Motioned by Commissioner Penny Luebs seconded by Commissioner Gary McGillivray to adopt the
attached Budget Amendment: Appropriating Additional Funding for Purposes of Executing a New
Contract to Provide Inmate Food Services at the Oakland County Jail.
Yes: David Woodward, Michael Spisz, Michael Gingell, Penny Luebs, Robert Hoffman, Philip
Weipert, Gwen Markham, Angela Powell, Marcia Gershenson, Janet Jackson, Gary McGillivray,
William Miller III, Yolanda Smith Charles, Charles Cavell, Ajay Raman (15)
No: Kristen Nelson (1)
Abstain: None (0)
Absent: Christine Long, Brendan Johnson (2)
Passed
ATTACHMENTS
1. Contract for Inmate Food Services Jail SCHEDULE A Rev 2-8-2023
2. Aramark contract - v 2.10.23
3. DRAFT Inmate Food Services Scope of Work
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
I, Lisa Brown, Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true
and accurate copy of a resolution adopted by the Oakland County Board of Commissioners on
February 16, 2023, with the original record thereof now remaining in my office.
In Testimony Whereof, I have hereunto set my hand and affixed the seal of the Circuit Court at
Pontiac, Michigan on Thursday, February 16, 2023.
Lisa Brown, Oakland County Clerk / Register of Deeds
Oakland County, Michigan
SHERIFF'S OFFICE - CONTRACT FOR INMATE FOOD SERVICES AT THE OAKLAND COUNTY JAIL
Schedule "A" DETAIL
R/E Fund Name Division Name
Fund #
(FND)
Cost Center
(CCN) #
Account #
(RC/SC)
Program #
(PRG)
Grant ID
(GRN) #
Project ID #
(PROJ)
Regio
n
(REG)
Budget
Fund
Affiliat
e (BFA)
Ledger
Account
Summar
y Account Title
FY 2023
Amendment
FY 2024
Amendment
FY 2025
Amendment
E General Fund Corrective Services FND10100 CCN4030301 SC730373 PRG112650 730000 Contracted Services $304,600 $576,700 $256,200
E General Fund Non-Departmental FND10100 CCN9090101 SC730359 PRG196030 730000 Contingency $(304,600)
E General Fund Non-Departmental FND10100 CCN9010101 SC796500 PRG196030 796500 Budgeted Equity Adjustment -(576,700)(256,200)
Total Expenditures $-$-$-
OAKLAND COUNTY PURCHASING
CONTRACT NUMBER [Contract Number]
Page 1
Rev 12/12/2022
Buyer: CONTRACT NUMBER: [Contract Number] Event # [Event ID]
CONTRACT between the COUNTY OF OAKLAND and CONTRACTOR
The County and Contractor may be referred to individually as a “Party” or collectively as the “Parties.” The Parties
agree to the attached terms and conditions:
FOR THE CONTRACTOR:
SIGN:
FOR THE COUNTY:
SIGN: SIGN:
Contract Administrator Scott N. Guzzy, CPPO, MBA, Purchasing Administrator
Not To Exceed Amount: $[NotToExceed] Effective Date: [Contract Effective
Date] Expiration Date:[Expire Date]
Contract Description:
Contractor Address: Contract Administrator Information:
Vendor No: [Vendor Number]
Buyer and
Purchasing Information:
County Contract Administrator
and Using Department:
(Buyer)
OAKLAND COUNTY PURCHASING
2100 Pontiac Lake Rd 41W
Waterford, MI 48328-2762
248-858-0511
purchasing@oakgov.com
OAKLAND COUNTY
xxx
OAKLAND COUNTY PURCHASING
CONTRACT NUMBER [Contract Number]
Page 2
Rev 12/12/2022
This Contract is organized and divided into the following Sections for the convenience of the Parties.
Section 1. Contract Definitions
Section 2. Contract Term and Renewal
Section 3. Contract Administration and Amendments
Section 4. Contract Termination
Section 5. Scope of Deliverables and Financial/Payment Obligations
Section 6. Contractor’s Warranties and Assurances
Section 7. Liability
Section 8. Insurance and Bond Requirements
Section 9. Intellectual Property
Section 10. Confidential Information
Section 11. County Data
Section 12. Information Technology Standards
Section 13. General Terms and Conditions
§1. CONTRACT DEFINITIONS
The following words when printed with the first letter capitalized shall be defined and interpreted as
follows, whether used in the singular or plural, nominative or possessive case, and with or without
quotation marks:
1.1. “Amendment” means any change, clarification, or modification to this Contract.
1.2. “Business Day” means Monday through Friday from 8:00 a.m. to 5:00 p.m., excluding County
designated holidays.
1.3. “Claims” means any loss; complaint; demand for relief or damages; lawsuit; cause of action; proceeding;
judgment; penalty; costs or other liability of any kind which is imposed on, incurred by, or asserted against
the County or for which the County may become legally or contractually obligated to pay or defend
against, whether commenced or threatened, including, but not limited to, reimbursement for reasonable
attorney fees, mediation, facilitation, arbitration fees, witness fees, court costs, investigation expenses,
litigation expenses, or amounts paid in settlement.
1.4. “Confidential Information” means all information and data that the County is required or permitted by
law to keep confidential, which includes computer software, cybersecurity assessments and plans and
measures to protect the County’s security.
1.5. “Contract” means this document and any other documents expressly incorporated herein.
OAKLAND COUNTY PURCHASING
CONTRACT NUMBER [Contract Number]
Page 3
Rev 12/12/2022
1.6. “Contractor” means the entity or person listed under “Contractor” on the first page of this Contract and
Contractor Employee.
1.7. “Contractor Employee” means any employee; officer; director; member; manager; trustee; volunteer;
attorney; licensee; contractor; subcontractor; independent contractor; subsidiary; joint venture;
partner or agent of Contractor; and any persons acting by, through, under, or in concert with any of the
above, whether acting in their personal, representative, or official capacities. Contractor Employee
shall also include any person who was a Contractor Employee at any time during the term of this
Contract but, for any reason, is no longer employed, appointed, or elected in that capacity.
1.8. “Contract Documents” mean the following documents, which this Contract includes and incorporates:
Exhibits (Applicable if Checked)
1.8.1. ☒ Exhibit I: Contractor Insurance Requirements
1.8.2. ☐ Exhibit II: Business Associate Agreement (Health Insurance Portability and Accountability Act
Requirements)
1.8.3. ☐ Exhibit III: Requirements for Contractors with Access to County PII (Personally Identifiable
Information)
1.8.4. ☒ Exhibit IV: Requirements for Contractors with Access to Criminal Justice Information
1.8.5. ☒ Exhibit V: Federally Funded Contract Requirements
1.8.6. ☐ Exhibit VI: Software License(s)
1.8.7. ☐ Exhibit VII: License for Use of County Servicemark
1.8.8. ☒ Exhibit VIII: Acknowledgement of Independent Employment Status
1.8.9. ☒ Exhibit IX: Scope of Contractor Deliverables/Financial Obligations
1.9. “County” means the County of Oakland, a Municipal and Constitutional Corporation, its departments,
divisions, authorities, boards, committees, and “County Agents” as defined below.
1.10. “County Agent” means any elected and appointed officials; directors; board members; council
members; commissioners; employees; and volunteers of the County; whether acting in their personal,
representative, or official capacities. “County Agent” shall also include any person who was a “County
Agent” anytime during the term of this Contract but, for any reason, is no longer employed, appointed,
or elected and in that capacity.
1.11. “County Data” means information or data collected, used, processed, stored, or generated in any format,
by or on behalf of the County, in connection with the Deliverables, which shall include, but not be limited
to: (a) personal health information (PHI) as defined under the Health Insurance Portability and
Accountability Act (HIPAA) and Exhibit II, (b) personally identifiable information (PII) as defined in Exhibit
III, and (c) Criminal Justice Information defined in Exhibit IV if the Exhibit(s) are incorporated into the
Contract. County Data includes Confidential Information as defined in this Contract.
OAKLAND COUNTY PURCHASING
CONTRACT NUMBER [Contract Number]
Page 4
Rev 12/12/2022
1.12. “County Network” means County owned, leased, or licensed equipment, hardware, and software that is
interconnected via fiber optic, wireless, or other communication mediums for the purposes of County
hosting, processing, using, sharing, and/or transporting data, video, voice, or any other form of information.
1.13. “Day” means any calendar day, which shall begin at 12:00:00 a.m. and end at 11:59:59 p.m.
1.14. “Deliverables” mean goods and/or services provided under this Contract, whether tangible or
intangible, and may be more specifically described in the Exhibits.
1.15. “Effective Date” means midnight on the date listed on the first page of this Contract.
1.16. “Expiration Date” means 11:59.59 p.m. on the date listed on the first page of this Contract.
1.17. “E-Verify” means an Internet based system operated by the Department of Homeland Security (DHS) in
partnership with the Social Security Administration (SSA) that allows participating employers to
electronically verify the employment eligibility of their newly hired employees. Information and the
registration process are found at the E-Verify website:
https://e-verify.uscis.gov/enroll.
1.18. “Intellectual Property” means any developments, improvements, designs, innovations, and materials
that may be the subject of a trademark/servicemark, copyright, patent, trade secret, which includes
ideas, concepts, inventions, and processes related to the development and operation of computer
software and systems.
1.19. “Iran-Linked Business” is defined in the Michigan Compiled Laws (MCL), specifically MCL 129.312, being
Section 2 of Public Act 517 of 2012.
1.20. “Not to Exceed Amount” means the dollar amount listed on the first page of this Contract, unless amended.
The “Not to Exceed Amount” is not the County’s financial obligation under this Contract, but the maximum
amount that can be paid to Contractor during the term of this Contract.
1.21. “Proposal” means Contractor’s response or bid to the County’s Request for Proposal, Request for
Qualifications, or Request for Quotes.
1.22. “Purchase Order” means the County’s written request to Contractor for Deliverables pursuant to this
Contract. The Purchase Order may include terms regarding delivery schedule, payment, and transportation.
1.23. “Purchasing” means the Purchasing Division of Oakland County.
§2. CONTRACT TERM AND RENEWAL
2.1. Contract Term. This Contract shall begin on the Effective Date and shall end on the Expiration Date.
2.2. Contract Renewal. Unless otherwise provided herein, the Parties are under no obligation to renew or
extend this Contract after the Expiration Date. This Contract may only be extended by an Amendment.
2.3. Legal Effect. This Contract shall be effective and binding when all of the following occur: (a) this
Contract is signed by a Contractor Employee, legally authorized to bind Contractor; (b) this Contract is
signed by an authorized County Agent; (c) all Contractor certificates of insurance, required by this
OAKLAND COUNTY PURCHASING
CONTRACT NUMBER [Contract Number]
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Rev 12/12/2022
Contract, are submitted and accepted by Purchasing; and (d) any other conditions precedent to this
Contract have been met.
§3. CONTRACT ADMINISTRATION AND AMENDMENTS
3.1. Contract and Purchase Order Issuance. Purchasing shall issue this Contract and any Purchase Orders
that may be required. Purchasing is the sole point of contact in the County regarding all procurement
and contractual matters relating to this Contract and any Purchase Orders. Purchasing is the only
County office/department authorized to make any Amendments to this Contract or Purchase Orders.
3.2. Purchase Orders. Purchase Orders issued under this Contract are governed by the terms and
conditions of this Contract and are included and incorporated herein.
3.3. Project Managers. Each Party may designate an employee or agent to act as a Project Manager. If Project
Managers are selected, they shall be listed, along with their duties, in Exhibit IX. Unless otherwise stated in
Exhibit IX, the County’s Project Manager has no authority to amend this Contract.
3.4. Contract Administrators. The County shall designate an employee or agent to act as Contract
Administrator(s). Contractor may designate its employee or agent to act as Contract Administrator(s).
The Contract Administrators shall be listed on the first page of this Contract. The County’s Contract
Administrator(s) shall be responsible for monitoring and coordinating day-to-day activities under this
Contract, reviewing Deliverables and invoices, and submitting requests for Amendments to Purchasing.
The County’s Contract Administrator(s) have no authority to amend this Contract.
3.5. Contract Amendments. All Amendments to this Contract must be in writing. This Contract shall not be
amended by any packing slip, Purchase Order, invoice, click through license agreement, or Contractor
policies or agreements published on Contractor’s website or otherwise. Amendments to this Contract shall
be issued only by Purchasing. The Amendment shall be effective when signed by an authorized Contractor
Employee and an authorized County Agent.
3.6. Unauthorized Changes. Contract changes shall not be effective until an Amendment containing the
change is executed according to the procedures described in this Contract. If the Contractor is directed
to perform work that Contractor believes is a change in the Contract/Deliverables, then Contractor
must notify Purchasing that it believes the requested work is a change to the Contract before
performing the requested work. If Contractor fails to notify Purchasing before beginning the requested
work, then Contractor waives any claims for additional compensation for performing the requested
work. If Contractor begins work that is outside the scope of this Contract or begins work before an
Amendment is executed and then stops performing that work, Contractor must, at the request of the
County, undo any out-of-scope work that the County believes would adversely affect the County.
3.7. Precedence of Contract Documents. In the event of a conflict, the terms and conditions contained in
Sections 1 through 13 of this Contract shall prevail and take precedence over any allegedly conflicting
provisions in all Contract Documents, Exhibits, Purchase Orders, Amendments, and other documents
expressly incorporated herein. Terms and conditions contained in Contractor invoices, packing slips,
OAKLAND COUNTY PURCHASING
CONTRACT NUMBER [Contract Number]
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Rev 12/12/2022
receipts, acknowledgments, click-through licenses, and similar documents shall not change the terms
and conditions of this Contract.
§4. CONTRACT TERMINATION
4.1. County Termination. In addition to any other legal rights the County may have to terminate or cancel
this Contract, the County may terminate the Contract as follows:
4.1.1. Immediate Termination. The County may terminate or cancel this Contract, in whole or in part,
immediately, upon notice to Contractor, if any of the following occur: (a) Contractor, officer of
Contractor, or an owner of a 25% or greater share of Contractor is convicted of a felony criminal offense
or a criminal offense involving or related to Contractor’s business; or (b) if any third-party funding for
this Contract is reduced or terminated.
4.1.2. Termination for Convenience. The County may terminate or cancel this Contract, in whole or part, at
any time, upon ninety (90) Days’ notice to Contractor, for any reason, including convenience without
incurring obligation or penalty of any kind. The effective date for termination or cancellation shall be
clearly stated in the notice.
4.2. Contractor Termination. Contractor may terminate or cancel this Contract, in whole or part, upon one
hundred and eighty (180) Days’ notice to the County, if the County materially breaches any duty or
obligation contained herein and within such notice period has failed or has not reasonably attempted to
cure the breach. The effective date of termination or cancellation and the specific alleged default shall
be clearly stated in the notice to the County.
4.3. County’s Obligations Upon Termination. The County’s sole obligation in the event of termination or
cancellation of this Contract is for payment of the actual Deliverables provided to the County before the
effective date of termination. Under no circumstances shall the County be liable for any future loss of
income, profits, any consequential damages, any loss of business opportunities, revenues, or any other
economic benefit Contractor may have realized but for the termination or cancellation of this Contract.
The County shall not be obligated to pay Contractor any cancellation or termination fee if this Contract
is cancelled or terminated as provided herein. If the County chooses to terminate the Contract in part,
then the charges payable under this Contract must be equitably adjusted to reflect those Deliverables
that are terminated.
4.4. Contractor’s Obligations Upon Termination. If the County terminates this Contract, for any reason,
then Contractor must do the following: (a) cease providing all Deliverables as specified at the time
stated in the notice of termination; (b) take any action necessary, or as the County may direct, to
preserve and protect Deliverables or other property derived or resulting from the Contract that is in
Contractor’s possession; (c) return all materials and property provided to Contractor by the County; (d)
unless otherwise directed by the County, transfer title in and deliver to the County all Deliverables in
the possession of Contractor or Contractor Employees (which Deliverables are transferred to the
County “As-Is”, except to the extent the amounts paid by the County for these Deliverables include
warranties or warranty services and, in that situation, the Deliverables will be transferred with the
warranty or warranty services and not “As-Is”); and (e) take any action to mitigate and limit any
OAKLAND COUNTY PURCHASING
CONTRACT NUMBER [Contract Number]
Page 7
Rev 12/12/2022
potential damages, including terminate or limit, as applicable, those subcontracts and outstanding
orders for materials and supplies connected with or related to this Contract.
4.5. Assumption of Subcontracts. If Contractor is in breach of this Contract and the County terminates this
Contract, then the County may assume, at its option, any subcontracts and agreements for Deliverables
provided under the Contract and may pursue completion of the Deliverables by replacement Contract or
otherwise as the County, in its sole judgment, deems expedient.
§5. SCOPE OF DELIVERABLES AND FINANCIAL/PAYMENT OBLIGATIONS
5.1. Performance of Deliverables. Contractor shall provide all Deliverables identified in and as set forth in
Exhibit IX, any Purchase Orders, or any Amendments to this Contract.
5.2. Software License(s). If Contractor requires County to comply with a software license or any other third-
party terms, the software license or other third-party terms must be attached to this Contract in Exhibit
VI, and the Parties shall follow the terms and conditions therein. County is not obligated to follow or
comply with any software license or other third-party terms that are not attached to or included in this
Contract. Unless specifically agreed to by County in writing, if County Agents are required to accept
click through license terms or any other terms not included in this Contract to access or use any of the
Deliverables in this Contract, the terms and conditions of those click through licenses and other terms
are without force and effect.
5.3. Financial Obligations. Except as otherwise set forth in this Contract, the County’s sole financial
obligation under this Contract shall be set forth in Exhibit IX. The amount and manner of payment of
the financial obligation shall be set forth in Exhibit IX and may be in the Software License Exhibit VI, if
applicable, or a Purchase Order.
5.4. Payment Obligations. Except as otherwise set forth in the Exhibits, Contractor shall submit an invoice to
the County’s Contract Administrator itemizing amounts due and owing under this Contract, as of the date
of the invoice, within sixty (60) days of Contractor’s performance of the Deliverables listed in the invoice.
Invoices shall contain the following information: (a) County Contract Number; (b) dates of Deliverables; (c)
itemized list of Deliverables; (d) Contractor Tax ID Number (federal and State); (e) licenses; and (f) any
other information reasonably requested by Purchasing. Unless otherwise set forth in the Exhibits, the
County will pay undisputed invoices, which comply with this section (5.4), within sixty (60) days after
receiving the invoice. Unless otherwise set forth in the Exhibits, the County shall only pay Contractor for
Deliverables under this Contract and not any subcontractors or assignees of Contractor.
5.5. Not to Exceed Amount. The amount due and owing to Contractor, under this Contract, shall not
exceed the “Not to Exceed Amount.” If Contractor can reasonably foresee that the total financial
obligation for the Contract will exceed the “Not to Exceed Amount,” then Contractor shall provide
Purchasing with notice of this fact as soon as possible, but no later than ten (10) days before this event.
5.6. County Not Obligated for Penalties/Costs/Fines. The County shall not be responsible or liable for any
cost, fee, fine, penalty, or other assessment of any kind that is incurred or suffered by Contractor in
connection with or resulting from Contractor’s performance of this Contract under any circumstances.
OAKLAND COUNTY PURCHASING
CONTRACT NUMBER [Contract Number]
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Rev 12/12/2022
5.7. Set-Off of County Costs. If the County incurs any costs (not specified in this Contract), loss, or damage
that is caused by or results from Contractor or Contractor Employees, then the County has the right to
set-off those costs, loss, and/or damage from any amounts due and owing Contractor. This set-off
includes, but is not limited to, withholding payment in an amount equal to the cost of any County-
provided equipment, supplies, badges, or other property that are not returned by Contractor upon
completion, termination, or cancellation of this Contract. County also reserves the right at any time to
set-off any amounts it owes to Contractor under this Agreement against any amounts that Contractor
owes to County.
5.8. In-Kind Services. Unless expressly provided herein, this Contract does not authorize any in-kind
services by either Party.
§6. CONTRACTOR’S WARRANTIES AND ASSURANCES
6.1. Full Knowledge of Contract Expectations. Contractor warrants that before submitting its Proposal
and/or entering into this Contract, it had a full opportunity to review all County requirements and/or
expectations for this Contract. Contractor is responsible for being adequately and properly prepared to
execute this Contract. Contractor has satisfied itself in all material respects that it will be able to
perform the Contract as specified herein.
6.2. Complete and Accurate Representations. Contractor certifies that all statements, assurances, records,
and materials submitted to the County in connection with seeking and obtaining this Contract have
been truthful, complete, and accurate.
6.3. Access to Contractor Policies. If the Parties agree in this Contract to follow any Contractor policies, such
as acceptable use or privacy policies, then Contractor shall retain each version of such policy with the
effective dates and shall promptly provide such to the County, if requested.
6.4. Grant Compliance. If any part of this Contract is supported or paid for with any State, federal, or other
third-party funds granted to the County, then Contractor shall comply with all applicable grant
requirements. Upon request of Contractor, the County shall provide Contractor with a copy of the
applicable grant requirements.
6.5. Contractor Incidental Expenses. Except as otherwise expressly provided in this Contract, Contractor
shall be solely responsible and liable for all costs and expenses associated or needed to perform this
Contract, including, but not limited to, any professional dues, association fees, license fees, fines, taxes,
and penalties.
6.6. Equipment and Supplies. Contractor is responsible for providing all equipment and supplies to perform
this Contract, which are not expressly required to be provided by the County.
6.7. Contractor Employees.
6.7.1. Number and Qualifications of Contractor Employees. Contractor shall employ and assign qualified
Contractor Employees as necessary and appropriate to perform this Contract. Contractor shall ensure
all Contractor Employees have the knowledge, skill, and qualifications to perform this Contract and
OAKLAND COUNTY PURCHASING
CONTRACT NUMBER [Contract Number]
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possess any necessary licenses, permits, certificates, and governmental authorizations as may be
required by law.
6.7.2. Control and Supervision of Contractor Employees. Contractor shall solely control, direct, and supervise
all Contractor Employees with respect to all Contractor obligations under this Contract. Contractor will
be solely responsible for and fully liable for the conduct and supervision of any Contractor Employees.
6.7.3. Removal or Reassignment of Personnel at the County’s Request. Contractor shall remove a Contractor
Employee performing work under this Contract at the County’s request provided that the County’s
request is based on legitimate, good-faith reasons. Replacement personnel for the removed person
must be fully qualified for the position. If the removal of a Contractor Employee results in an
unanticipated delay, which is attributable to the County, then this delay shall not be considered a
breach of the Contract and the terms and conditions of this Contract effected by the removal will be
adjusted accordingly.
6.7.4. Contractor Employee Identification. If requested by the County, Contractor Employees shall wear and
display a County-provided identification badge at all times while working on County premises. In order
to receive a County identification badge, a Contractor Employee shall sign the “Acknowledgement of
Independent Contractor Status” form, Exhibit VIII to this Contract. Contractor shall return all County-
provided identification(s) upon completion of Contractor’s obligations under this Contract.
6.7.5. Background Checks. At the County’s request, Contractor Employees performing work under this
Contract shall be subject to a background check by the County. The scope of the background check is at
the discretion of the County and the results will be used to determine Contractor Employee’s eligibility
to perform work under this Contract. Any request for background checks will be initiated by the County
and will be reasonably related to the type of work requested. Contractor and Contractor Employees
shall provide all information or documents necessary to perform the background check.
6.7.6. Contractor Employee Expenses. All Contractor Employees shall be employed at the Contractor’s sole
expense (including employment-related taxes and insurance). Contractor warrants that all Contractor
Employees shall fully comply with and adhere to the terms of this Contract. Contractor shall be solely
liable for all applicable Contractor Employees’ federal, state, or local payment withholdings or
contributions and/or all Contractor Employee related pension or welfare benefits plan contributions
under federal or state law. Contractor shall indemnify, defend, and hold the County harmless for all
Claims against the County by any Contractor Employee, arising out of any contract for hire or employer-
employee relationship between Contractor and any Contractor Employee including, but not limited to,
Worker’s Compensation, disability pay, or other insurance of any kind.
6.7.7. Contractor’s Compliance with the Patient Protection and Affordable Care Act. If Contractor is subject
to the Patient Protection and Affordable Care Act (“ACA”), PL 111-148, 124 Stat 119, then Contractor
shall ensure that all Contractor Employees, under assignment to the County, and their dependents, as
defined by the ACA, are provided with or have access to insurance as required by the ACA. If Contractor
is subject to the ACA, Contractor warrants it offers group health coverage to Contractor Employees and
their dependents that is affordable, that provides minimum essential coverage and value, and that each
offer of coverage meets the timing requirements of the ACA. Contractor warrants, whether or not it is
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subject to the ACA, that it will pay all applicable fees, taxes, or fines, as set forth in the employer
mandates of the ACA under Tax Code §4980H and related regulations for any Contractor Employee,
whether the fee, tax, or fine is assessed against the Contractor or the County.
6.8. Acknowledgment of Independent Contractor Status.
6.8.1. Independent Contractor. Nothing in this Contract is intended to establish an employer-employee
relationship between the County and Contractor or any Contractor Employee. In no event, shall
Contractor Employees be deemed employees, agents, volunteers, or subcontractors of the County.
Contractor shall ensure that Contractor Employees are apprised of their status and the limitations
independent contractors have of this status.
6.8.2. Contractor/Contractor Employee Representations. Contractor and/or Contractor Employees shall not
represent themselves as County employees. Contractor shall ensure that Contractor Employees do not
represent themselves as County employees.
6.8.3. County Benefits and Plans. Contractor and Contractor Employees shall not be entitled to participate in
any County employee benefit plans and programs, including but not limited to, retirement, deferred
compensation, insurance (including without limitation, health, disability, dental, and life), and vacation
pay. This limitation includes access to benefit plans and programs that are not described by a written
plan. However, Contractor Employees who are retired County Employees may receive vested post-
employment benefits such as retiree health care and pension benefits from Oakland County.
6.8.4. County Reliance. The County entered into this Contract in reliance of the representations made by
Contractor regarding its understanding of the role of independent contractors, its stated relationship to
Contractor Employees, and other representations Contractor has made regarding the management and
performance oversight of Contractor Employees.
6.8.5. Independent Employment Status. If Contractor provides Contractor Employees for staffing and/or leasing
services to County, those Contractor Employees shall sign Exhibit VIII, Acknowledgement of Independent
Employment Status, prior to performing services for the County.
6.9. Permits and Licenses. Contractor shall be responsible for obtaining and maintaining, throughout the
term of this Contract, all licenses, permits, certificates, governmental authorizations, and
business/professional licenses necessary to perform this Contract. Upon request by the County,
Contractor shall furnish copies of any permit, license, certificate, or governmental authorization
necessary to perform this Contract.
6.10. E-Verify. In accordance with Miscellaneous Resolution No.09116 (BOC Minutes, July 30, 2009, pp 37-38),
unless otherwise exempted, all service contractors who wish to contract with the County to provide
services must first certify they have registered with, will participate in, and continue to utilize, once
registered, the E-Verify Program (or any successor program implemented by the federal government or its
departments or agencies) to verify the work authorization status of all newly hired employees employed
by the Contractor. Breach of this term or condition is considered a material breach of this Contract.
Contractor’s execution of this Contract constitutes a certification that they are authorized to certify on
behalf of Contractor and do hereby certify on behalf of Contractor that the Contractor has registered with,
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has and will participate in, and does and will continue to utilize once registered and throughout the term
of this Contract and any permissible extension hereof, the E-Verify Program (or any successor program
implemented by the federal government or its departments or agencies) to verify the work authorization
status of all newly hired employees employed by the Contractor.
6.11. Iran-Linked Business Certification. Contractor certifies that it is not an Iran-Linked Business.
Contractor further certifies that it was not an Iran-Linked Business at the time it submitted its Proposal
for this Contract. Contractor must promptly notify the County, if Contractor becomes an Iran-Linked
Business at any time during this Contract.
6.12. Foreign Adversary Certification. If Contractor supplies technology or equipment to County, Contractor
certifies that the technology and/or equipment was not produced, assembled or manufactured by a
foreign adversary, as defined, and as prohibited by the federal government.
6.13. Taxes.
6.13.1. Contractor Taxes. Contractor shall collect and pay its local, state, and federal taxes, including but not
limited to, all employment taxes, sales taxes, personal property taxes, and real property taxes. The
County shall not be liable to or required to reimburse Contractor for any local, state, or federal tax of
any kind.
6.13.2. County Tax-Exempt. The County is exempt from state and local sales tax, personal property tax, and real
property tax. Prices under this Contract shall not include taxes, unless the County is not tax-exempt for a
specific Deliverable. Exemption certificates for sales tax will be furnished upon request.
6.14. Warranty for Services. Contractor warrants that all Deliverables that are services shall be performed in
compliance with all applicable laws, statutes, regulations, ordinances, requirements and specifications
in the Exhibits, industry best practices and care, professional standards, and in a diligent, workmanlike,
and expeditious manner. Contractor acknowledges and agrees that time is of the essence for all
Deliverables that are services.
6.15. Warranty for Goods. All Deliverables that are goods shall be subject to the following warranties:
6.15.1. Warranty of Merchantability. Goods provided by Contractor pursuant to this Contract shall: (a) be
merchantable; (b) be of good quality; (c) be fit for their ordinary purpose; (d) be adequately contained and
packaged; and (e) conform to the specifications and descriptions contained in this Contract. Contractor
acknowledges and agrees that time is of the essence for providing all Deliverables that are goods.
6.15.2. Warranty of Fitness for a Particular Purpose. If Contractor knows or has reason to know that the
goods will be used for a particular purpose and the County is relying on Contractor’s skill or judgment to
select or furnish the goods, then there is a warranty that the goods are fit for a particular purpose.
6.15.3. Warranty of Title. All goods conveyed to the County shall be conveyed and transferred: (a) with good
title; (b) free from any security interest, lien, or encumbrance that the County did not have knowledge
of when the Contract was executed; and (c) free of any rightful claim of infringement or similar claim by
a third-party.
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6.16. ADA and Section 508 Compliance. If Contractor is providing a Deliverable that requires County Agents
or the public to use a software application or to access a website, Contractor warrants that end users
can utilize the software or access the website in accordance with the accessibility requirements of the
ADA and the Rehabilitation Act of 1973. Contractor’s Deliverable will conform, where relevant, to level
AA of the World Wide Web Consortium (W3C) Web Content Accessibility Guidelines (WCAG) 2.0.
Contractor may provide a description of conformance with the above-mentioned specifications by
means of a completed Voluntary Product Accessibility Template for WCAG 2.0 (WCAG 2.0 VPAT) or
another comparable document. Any additional compliance requirements shall be specified in the Scope
of Contractor’s Deliverables Exhibit IX.
§7. LIABILITY
7.1. CONTRACTOR INDEMNIFICATION. CONTRACTOR SHALL INDEMNIFY, DEFEND, AND HOLD THE COUNTY
HARMLESS FROM ALL CLAIMS, INCURRED BY OR ASSERTED AGAINST THE COUNTY BY ANY PERSON OR
ENTITY, WHICH ARE ALLEGED TO HAVE BEEN CAUSED DIRECTLY OR INDIRECTLY FROM THE ACTS OR
OMISSIONS OF CONTRACTOR OR CONTRACTOR’S EMPLOYEES. THE COUNTY’S RIGHT TO INDEMNIFICATION
IS IN EXCESS AND ABOVE ANY INSURANCE RIGHTS/POLICIES REQUIRED BY THIS CONTRACT.
7.2. NO INDEMNIFICATION FROM THE COUNTY. CONTRACTOR SHALL HAVE NO RIGHTS AGAINST THE
COUNTY FOR INDEMNIFICATION, CONTRIBUTION, SUBROGATION, OR ANY OTHER RIGHT TO BE
REIMBURSED BY THE COUNTY, EXCEPT AS EXPRESSLY PROVIDED HEREIN.
7.3. COUNTY LIMITATION OF LIABILITY.
7.3.1. COUNTY SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, REMOTE, SPECULATIVE,
PUNITIVE, EXEMPLARY, LIQUIDATED, TREBLE, OR SPECIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO,
LOSS OF PROFIT, OPPORTUNITY, USE, REVENUE, DATA, OR GOODWILL, WHETHER BASED IN WHOLE OR IN
PART IN CONTRACT, TORT, EQUITY, STRICT LIABILITY, UNDER STATUTE, OR ANY OTHER THEORY OF
LIABILITY, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR CONTEMPLATED AND EVEN
IF COUNTY WAS ADVISED OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
7.3.2. COUNTY SHALL NOT BE LIABLE IN CONTRACT, TORT, EQUITY, STRICT LIABILITY, UNDER STATUTE, OR
ANY OTHER THEORY OF LIABILITY, FOR TOTAL AGGREGATE DAMAGES IN EXCESS OF COUNTY’S
PAYMENT OBLIGATIONS TO CONTRACTOR FOR THE DELIVERABLES UNDER THIS CONTRACT.
§8. INSURANCE AND BOND REQUIREMENTS
8.1. Contractor Provided Insurance. At all times during this Contract, Contractor shall obtain and maintain
insurance according to the requirements listed in Exhibit I.
8.2. Contractor Provided Bonds. Pursuant to Public Act 213 of 1963, if the Contract Not to Exceed Amount
exceeds fifty thousand dollars ($50,000.00) and the Contract is for the construction, alteration, or repair
of any public building or public work or improvement of the County, then the Contractor shall furnish,
at its sole cost, a performance bond and a payment bond to the County, which shall become binding
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upon execution of the Contract. Each bond shall be in an amount fixed by the County, as set forth in
Exhibit IX, but in no event shall each bond be less than 25% of the Contract Not to Exceed Amount.
§9. INTELLECTUAL PROPERTY
9.1. Contractor Use of County Licensed Software. In order for Contractor to perform this Contract, the
County may permit Contractor or Contractor Employees to access certain Software licensed to the
County. Contractor or Contractor Employees shall not transfer, remove, use, copy, or otherwise provide
or make available such Software or documentation to any other person or entity, for any purpose,
without the prior written consent of the County and/or the licensor. Furthermore, neither Contractor nor
Contractor Employee shall produce a source listing, decompile, disassemble, or otherwise reverse
engineer any Software. Neither Contractor nor Contractor Employee shall use any Software contrary to
the provisions of any applicable Software license agreement or state or federal law.
9.2. Contractor License to Use County Servicemarks. If this Contract involves the use of County servicemarks, then
Contractor is granted a license to use the servicemarks subject to the terms listed in Exhibit VII. Contractor shall
only use the servicemarks as directed by the County in Exhibit VII. If Exhibit VII is not selected and attached to this
Contract, Contractor shall not and has no right to use County servicemarks.
9.3. Assignment of Rights. In consideration for the performance of this Contract and the fees paid to Contractor,
Contractor agrees to the following: (a) Contractor shall have no copyright, patent, trademark, or trade secret
rights in County Intellectual Property; (b) any and all programs, inventions, and other work or authorship
developed by Contractor while providing Deliverables to the County are works made for hire, created for,
and owned exclusively by the County, unless otherwise specified in the Contract; (c) Contractor assigns to
the County all rights and interest in County Intellectual Property, which Contractor has made or conceived or
may make and conceive, either solely or jointly with others, either on or off County premises while
performing this Contract or with the use of the time, material, or facilities of the County; and (d) Contractor
and its applicable Contractor Employees shall sign any documents necessary for the County to register
patents, copyrights, or trademarks with federal or state agencies. Contractor shall ensure Contractor
Employees assign their rights and interests in County Intellectual Property to the County.
9.4. Infringement Remedies. If, in either Party’s opinion, any of the services or Deliverables supplied by
Contractor or Contractor Employees are likely to become the subject of a copyright, patent, trademark, or
trade secret infringement claim, Contractor shall at its own expense: (a) procure for County the right to
continue using the services or Deliverables, or if this option is not reasonably available to Contractor; (b)
replace or modify the same so that it becomes non-infringing; or (c) accept its return by County with
appropriate credits to County and reimburse County for any losses or costs incurred as a consequence of
County ceasing its use and returning it.
§10. CONFIDENTIAL INFORMATION
10.1. Contractor Use of Confidential Information. Contractor and Contractor Employees shall use appropriate
safeguards to protect the confidentiality and integrity of Confidential Information. Contractor shall not
reproduce, provide, disclose, or give access of Confidential Information to any Contractor Employee or
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third-party not having a legitimate need to know. Contractor and Contractor Employees shall only use the
Confidential Information for performance of this Contract. Notwithstanding the foregoing, Contractor may
disclose the Confidential Information, if required by law, statute, or other legal process; provided that
Contractor: (a) gives the County prompt written notice of the impending disclosure; (b) provides
reasonable assistance to the County in opposing or limiting the disclosure; and (c) makes only such
disclosure as is compelled or required. This Contract imposes no obligation upon Contractor with respect
to any Confidential Information which Contractor can establish by legally sufficient evidence: (a) was in
possession of or was known by Contractor, prior to its receipt from the County, without any obligation to
maintain its confidentiality; or (b) is obtained by Contractor from a third-party having the right to disclose
it, without an obligation to keep such information confidential.
10.2. County Confidentiality Obligations. County has no obligation to Contractor to keep confidential any
information or records that are required to be disclosed by County under the Michigan Freedom of
Information Act, 1976 PA 442, as amended (the “FOIA”) nor shall County be obligated to inform or
provide notice to Contractor regarding the disclosure of information or records that are required to be
disclosed under the FOIA. Furthermore, County may disclose Confidential Information to third parties if
required by law, statute, subpoena, court order, or other legal process.
§11. COUNTY DATA. If Contractor uses or possesses County Data in the performance of this Contract, then
the following provisions contained in this section apply:
11.1. Use of County Data. Contractor and Contractor Employees shall have a limited license to County Data,
including a license to collect, process, store, generate, and display County Data but only to the extent
necessary to provide services under this Contract. Contractor and Contractor Employees may not use, sell,
rent, transfer, distribute, or otherwise disclose or make available County Data to any third-party, for
Contractor’s own purposes, or for the benefit of anyone other than the County, without the County’s prior
written consent, unless otherwise provided for within an Exhibit to this Contract.
11.2. Unauthorized Access/Disclosure or Theft of County Data. Contractor or Contractor Employees shall
notify the County’s Chief Information Officer as soon as practicable but no later than forty-eight (48) hours
of “Discovery” of suspected unauthorized access, acquisition, disclosure, or theft of County Data (a
“Security Breach”). “Discovery” means the first day on which the Security Breach is known to Contractor
or Contractor Employees. Upon Discovery of a Security Breach, Contractor shall do the following: (a) take
reasonable measures to promptly cure the deficiencies relating to the Security Breach in order to secure
County Data; (b) cooperate with the County in investigating the occurrence, including making available all
relevant records, logs, files, and data reporting materials required upon request by the County; and (c)
comply with all applicable federal or state laws and regulations pertaining to unauthorized disclosures or
as otherwise directed by the County. If Contractor uses or possesses County Data described in Exhibit II
(HIPAA), Exhibit III (PII), or Exhibit IV (CJIS), Contractor shall follow the procedures in the applicable
Exhibits governing the unauthorized access/disclosure or theft of County Data.
11.3. Storage of County Data. Contractor shall only store and process County Data at and from data centers
located within the United States (“U.S.”). Contractor shall not permit Contractor Employees to store County
Data on portable devices, including, but not limited to, personal computers, tablets, laptops, and phones,
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except for portable devices that encrypt County Data at rest, have up-to-date firewall and antivirus
protection, require multi-factor authentication to access, and are used and kept within the U.S. Contractor
may permit its Contractor Employees to access County Data remotely within the U.S. but only as required to
provide the Deliverables.
11.4. Requirements for PCI Data. If Contractor possesses, stores, processes, or transmits County Data that
is considered Payment Card Industry (PCI) Data by the PCI Security Standards Council, Contractor
shall comply with PCI Data Security Standard (DSS) and shall provide the County with a copy of its PCI
DSS Attestation of Compliance and its Certificate of Compliance with PCI Data Security Standard on or
before the Effective Date. Contractor warrants that it will keep its Certification of Compliance with
PCI Data Security Standard current and will provide evidence that the Certification of Compliance is
current to County upon request.
11.5. Response to Legal Request for County Data. If the County receives a Court Order, a Freedom of
Information Act (FOIA) request, or other legal request to provide County Data held by Contractor, then
Contractor shall provide County Data to the County, in a format directed by the County, within the time
frame required by law.
11.6. Obligations upon Expiration, Termination or Cancellation of Contract. At the County’s sole discretion,
upon expiration, termination, or cancellation of this Contract, Contractor shall return County Data in a
mutually agreeable format in a prompt and orderly manner or provide for the secure disposal of County
Data as directed by County.
§12. INFORMATION TECHNOLOGY STANDARDS. If Contractor provides a technology application or requires
the use of the Internet to access a Deliverable, the following sections apply:
12.1. County Standards. If Contractor and Contractor Employees that will be given access to the County
Network, Contractor and Contractor Employees shall comply with the County Electronic
Communications and Use of Technology Policy.
12.2. Implementation of Security Measures. Contractor shall implement and maintain appropriate
administrative, technical, and organizational security measures to safeguard against unauthorized
access to the County Network, County Data, and Contractor’s network/system(s) used to access County
Data. Such measures shall be in accordance with security industry best practice and not less stringent
than the measures Contractor applies to protect its own data of a similar kind. The County shall have
the right to audit, inspect, and test Contractor’s network and system security.
12.3. Security Reporting. Contractor shall provide County with its SOC2 Type 2 report, which must be
assessed by an independent auditor, or provide County with a completed County security questionnaire
if Contractor does not have a SOC2 Type 2 report. Contractor shall provide County with Contractor’s
SOC2 Type 2 report or the completed County security questionnaire, on or prior to the Effective Date of
this Contract, and within five (5) Business Days of a written request by County during the duration of
this Contract. County will not make more than one request per year for the Contractor’s SOC2 Type 2
report or for the Contractor to provide County with a completed County security questionnaire, unless
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County has reasonable cause to do so. If Contractor has a SOC2 Type 2 report, Contractor shall keep its
SOC2 Type 2 report up to date for the duration of this Contract.
§13. GENERAL TERMS AND CONDITIONS
13.1. Access to County Property or Facilities. As set forth in this Contract, Contractor has access to and the
right to use County property and facilities necessary to perform this Contract. Unless otherwise
provided in this Contract or Contractor receives prior written permission from the County’s Director
responsible for the department requiring access outside of Business Days, Contractor may only access
and use County property and facilities for performance of this Contract on Business Days.
13.2. Signs on County Property or Facilities. Contractor shall not place any signs or advertisements on
County property or facilities without the prior written permission of the County’s Director of Facilities
Management, successor, or designee.
13.3. Use of County Property or Facilities. While performing this Contract, Contractor shall keep County
property or facilities, and anything stored thereon in a clean, safe, sanitary, responsible, and healthful
condition and shall keep the property and facilities in a manner that will not prevent or interfere with
the County’s performance of its functions.
13.4. Removal of Contractor's Personal Property. At the expiration or termination of this Contract,
Contractor shall leave County property or facilities in the same condition that Contractor found them
and clean of all rubbish. Contractor shall remove all of its personal property within thirty (30) Days of
expiration or termination of this Contract. If Contractor does not remove its personal property within
the thirty (30) Day period, then the County may, at County’s sole discretion, dispose of the personal
property and bill Contractor for any costs associated with the removal and disposal or keep, have all
rights to, and be the owner of the personal property.
13.5. Damage to County Property or Facilities. Contractor shall be responsible for any damage to any
County property or a facility that is caused by Contractor or Contractor Employees. If damage occurs,
the County shall make the necessary repairs and/or replacements or cause a third-party to make the
necessary repairs or replacements, provided, however, that Contractor shall reimburse the County for
all costs associated with repairing and/or replacing the damaged property or facilities. Without limiting
any of County’s other setoff rights in this Contract, County has the right to set-off those costs and/or
damages from any amounts due and owing Contractor.
13.6. Damage to Contractor’s Property. Contractor shall be solely liable and responsible for any loss or damage to
Contractor’s personal property located, kept, or stored on or at County property or facilities during
performance of this Contract.
13.7. County’s Right to Suspend Contract Performance. Upon written notice, the County may require
Contractor to suspend performance of this Contract if Contractor has failed to comply with any federal,
state, or local laws or any requirements contained in this Contract. The right to suspend performance
of this Contract is in addition to the County’s right to terminate and/or cancel this Contract. The County
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shall incur no penalty, expense, or liability to Contractor if the County suspends performance of this
Contract under this Section.
13.8. Discrimination. Contractor, and its subcontractors under this Contract, shall not discriminate against
an employee or an applicant for employment in hiring, any terms and conditions of employment or
matters related to employment regardless of race, color, religion, sex, sexual orientation, gender
identity or expression, national origin, age, genetic information, height, weight, disability, veteran
status, familial status, marital status or any other reason, that is unrelated to the person's ability to
perform the duties of a particular job or position, in accordance with applicable federal and state laws.
13.9. Conflict of Interest. Pursuant to Public Act 317 and 318 of 1968, as amended (MCL 15.301, et seq. and
MCL 15.321, et seq.), no contracts shall be entered into between the County and any County Agent. To
avoid any real or perceived conflict of interest, Contractor shall disclose to the County the identity of all
Contractor Employees and all Family Members of Contractor Employees who: a) are employed by the
County on the date the Contract is executed; and b) become employed by the County during the term
of the Contract. Contractor shall also disclose to the County the identity of all County Agents and all
Family Members of County Agents who: a) are employed by Contractor on the date the Contract is
executed; and b) become employed by Contractor during the term of the Contract. For the purposes of
this section, “Family Member” means a person's spouse or spouse's sibling or child; a person's sibling or
sibling's spouse or child; a person's child or child's spouse; or a person's parent or parent's spouse, and
includes these relationships as created by adoption, marriage, or law.
13.10. Access and Records. Contractor will maintain accurate books and records in connection with performance of
this Contract for thirty-six (36) months after the end of this Contract and Contractor shall provide the County
with reasonable access to such books and records, upon request.
13.11. Audit. The County or an independent auditor hired by the County may perform contract audits (in its
sole discretion) and shall have the authority to access all pertinent records and data and to interview
any Contractor Employee during the term of this Contract and for a period of three years after final
payment. Contractor shall explain any audit findings, questioned costs, or other Contract compliance
deficiencies to the County within thirty (30) Business Days of receiving the draft audit report.
Contractor’s written response shall include all necessary documents and information that refute the
draft audit report and an action plan to resolve the audit findings. A copy of Contractor’s response will
be included in the final report. Failure by Contractor to respond in writing within thirty (30) Business
Days shall be deemed acceptance of the draft audit report and will be noted in the final report.
13.12. Assignments/Delegations/Subcontracts.
13.12.1. Prior Written Consent Required. Except by operation of law, neither Party may assign, delegate, or
subcontract any of its duties, obligations, or rights under this Contract without the prior written consent
of the other Party; provided, however, Contractor may assign, delegate, or subcontract this Contract to
an affiliate or subsidiary as long as the affiliate or subsidiary is adequately capitalized and can provide
adequate written assurances to the County that the affiliate or subsidiary can perform this Contract.
The County may withhold consent, if the County determines that the assignment, delegation, or
subcontract would impair performance of this Contract or the County’s ability to recover damages
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under this Contract. Contractor shall also provide the County with adequate information to allow the
County to make a determination regarding the assignment, delegation, or subcontract.
13.12.2. Flow Down Clause Required. Any assignment, delegation, or subcontract by Contractor must include a
requirement that the assignee, delegee, or subcontractor will comply with the terms and conditions of
this Contract. The assignment, delegation, or subcontract shall in no way diminish or impair
performance of any term or condition of this Contract.
13.12.3. Contractor Responsibility for Assigns/Delegates/Subcontractors. If Contractor assigns, delegates, or
subcontracts this Contract, in whole or in part, Contractor shall remain the sole point of contact
regarding all matters under this Contract and shall remain liable for performance of this Contract.
Contractor is solely responsible for the management of assignees, delegees, and subcontractors.
13.12.4. Performance Required. If an assignee, delegee, or subcontractor fails to perform as required under this
Contract, Contractor shall contract with another entity for such performance. Any additional costs associated
with securing another assignee, delegee, or subcontractor shall be the sole responsibility of Contractor.
13.13. Non-Exclusive Contract. This Contract is a non-exclusive agreement. No provision in this Contract limits
or is intended to limit, in any way, Contractor’s right to offer and provide its services to the general
public, other business entities, municipalities, or governmental agencies during or after the term of this
Contract. Similarly, the County may freely engage other persons to perform the same work that
Contractor performs. Except as provided in this Contract, this Contract shall not be construed to
guarantee Contractor or any Contractor Employee any fixed or certain number of Deliverables.
13.14. No Third-Party Beneficiaries. Except as provided for the benefit of the Parties, this Contract does not
and is not intended to create any obligation, duty, promise, contractual right or benefit, right to be
indemnified, right to be subrogated to the Parties’ right in this Contract, or any other right in favor of
any other person or entity.
13.14.1. Survival of Terms and Conditions. The following terms and conditions shall survive and continue in full
force beyond the termination or cancellation of this Contract (or any part thereof) until the terms and
conditions are fully satisfied or expire by their nature: Section 1. Contract Definitions, Section 5. Scope
of Deliverables and Financial/Payment Obligations, Section 6. Contractor’s Warranties and Assurances,
Section 7. Liability, Section 8. Insurance and Bond Requirements, Section 9. Intellectual Property,
Section 10. Confidential Information, Section 11. County Data, Section 13. General Terms and
Conditions; and if incorporated into this Contract, Exhibit II: Business Associate Agreement (Health
Insurance Portability and Accountability Act Requirements), Exhibit III: Requirements for Contractors
with Access to County PII (Personally Identifiable Information) and Exhibit IV: Requirements for
Contractors with Access to CJIS Data (Criminal Justice Information Security.
13.15. Reservation of Rights. This Contract does not, and is not intended to impair, divest, delegate, or
contravene any constitutional, statutory, or other legal right, privilege, power, obligation, duty, or
immunity of the County.
13.16. Compliance with Laws. Contractor shall comply with all federal, state, and local laws, statutes,
ordinances, regulations, executive orders, insurance policy requirements, and requirements applicable
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to its activities under this Contract. Contractor shall comply with all applicable laws and regulations
related to the import, export, re-export, transfer, shipping, sale, re-sale, and/or use of goods, services,
information, data, and equipment involving or related to this Contract.
13.17. Force Majeure. Notwithstanding any other term or condition of this Contract, neither Party shall be
liable for failure to perform contractual duties or obligations caused by events beyond their reasonable
control, including but not limited to: (a) acts of public enemies; (b) natural disasters; (c) terrorism; (d)
war; (e) insurrection or riot; (f) natural disasters; (g) strikes, lockouts, work stoppages, or other labor
difficulties; or (h) compliance with law. Reasonable notice shall be given to the affected Party of such
event. Contractor is expected, through insurance or alternative temporary or emergency service
arrangements, to continue its contractual duties or obligations if a reasonably anticipated, insurable
business risk, such as business interruption or any insurable casualty or loss occurs.
13.18. Notices.
13.18.1. Written Notice. All notices required under this Contract shall be in writing. Notices shall be effective:
(a) the next Business Day, if personally delivered; (b) the third Business Day, if sent by U.S. mail, postage
prepaid, return receipt requested; (c) the next Business Day, if sent by a nationally recognized overnight
express courier with a reliable tracking system; or (d) the next Business Day with a written response or
receipt of confirmation, if sent by e-mail or fax.
13.18.2. Notice to Contractor. Unless otherwise specified, Notice to Contractor shall be addressed to the
Contract Administrator listed on the first page of this Contract.
13.18.3. Notice to County. Unless otherwise specified herein, Notice to the County shall be addressed to
Purchasing, the County Project Manager (if applicable), and the County Contract Administrator(s) listed
on the first page of this Contract.
13.19. Captions. Section and subsection numbers, captions, and any index to sections or subsections
contained in this Contract are intended for the convenience of the reader and are not intended to have
any substantive meaning and shall not be interpreted to limit or modify any substantive provisions of
this Contract. In this Contract, for any noun or pronoun, use of the singular or plural form, use of the
nominative, possessive, or objective case, and any reference to gender (masculine, feminine, and
neuter) shall mean the appropriate form, case, or gender as the context requires.
13.20. Waiver. Waiver of any term or condition under this Contract must be in writing and notice given
pursuant to this Contract. No written waiver, in one or more instances, shall be deemed or construed
as a continuing waiver of any term or condition of this Contract. No waiver by either Party shall
subsequently affect its right to require strict performance of this Contract.
13.21. Cumulative Remedies. A Party’s exercise of any remedy shall not preclude the exercise of any other
remedies, all of which shall be cumulative. A Party shall have the right, in its sole discretion, to
determine which remedies are to be exercised and in which order.
13.22. Severability. If a court of competent jurisdiction finds a term or condition of this Contract to be illegal or
invalid, then the term or condition shall be deemed severed from this Contract. All other terms or
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conditions shall remain in full force and effect. Notwithstanding the above, if Contractor’s promise to
indemnify or hold the County harmless is found illegal or invalid, Contractor shall contribute the maximum
it is permitted to pay by law toward the payment and satisfaction of any Claims against the County.
13.23. Dispute Resolution. All disputes arising under or relating to the execution, interpretation, performance,
or nonperformance of this Contract involving or affecting the Parties may first be submitted to the
respective Project Manager (if applicable) and Contract Administrators for possible resolution.
13.24. Governing Laws/Consent to Jurisdiction and Venue. This Contract shall be governed, interpreted, and
enforced by the laws of the State of Michigan, excluding Michigan’s conflict of law principles. Except as
otherwise required by law or court rule, any action brought to enforce, interpret, or decide any Claim
arising under or related to this Contract shall be brought in the Sixth Judicial Circuit Court of the State of
Michigan, the 50th District of the State of Michigan, or the United States District Court for the Eastern
District of Michigan, Southern Division, as dictated by the applicable jurisdiction of the court. Except as
otherwise required by law or court rule, venue is proper in the courts set forth above. The choice of
forum set forth above shall not be deemed to preclude the enforcement of any judgment obtained in
such forum or taking action under this Contract to enforce such judgment in any appropriate jurisdiction.
13.25. Entire Contract. This Contract represents the entire agreement and understanding between the
Parties. This Contract supersedes all other prior oral or written understandings, communications,
agreements, or contracts between the Parties. The language of this Contract shall be construed as a
whole according to its fair meaning and not construed strictly for or against any Party.
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EXHIBIT I
CONTRACTOR INSURANCE REQUIREMENTS
During this Contract, the Contractor shall provide and maintain, at Contractor’s own expense, all insurance as set
forth and marked below, protecting the County against any Claims, as defined in this Contract. The insurance
shall be written for not less than any minimum coverage herein specified. Limits of insurance required in no way
limit the liability of the Contractor.
Primary Coverages
Commercial General Liability Occurrence Form including: (a) Premises and Operations; (b) Products and
Completed Operations (including On and Off Premises Coverage); (c) Personal and Advertising Injury; (d) Broad
Form Property Damage; (e) Broad Form Contractual including coverage for obligations assumed in this Contract;
$1,000,000 – Each Occurrence Limit
$1,000,000 – Personal & Advertising Injury
$2,000,000 – Products & Completed Operations Aggregate Limit
$2,000,000 – General Aggregate Limit
$ 100,000 – Damage to Premises Rented to You (formally known as Fire Legal Liability)
Workers’ Compensation Insurance with limits statutorily required by any applicable Federal or State Law and
Employers Liability insurance with limits of no less than $500,000 for each accident, $500,000 for a disease for
each employee, and $500,000 for a disease policy limit. Contractor must comply with the following:
1. ☒ Be a Fully Insured or State approved self-insurer;
2. ☐ Sole Proprietors must submit a signed Sole Proprietor form; or
3. ☐ Exempt entities, Partnerships, LLC, etc., must submit a State of Michigan form WC-337 Certificate of Exemption.
Evidence of workers’ compensation insurance is not necessary if neither Contractor nor any Contractor Employees come
onsite to any County real property, land, premises, buildings, or other facilities in the performance of this Contract.
Commercial Automobile Liability Insurance covering bodily injury or property damage arising out of the use of
any owned, hired, or non-owned automobile with a combined single limit of $1,000,000 each accident. This
requirement is waived if there are no company owned, hired or non-owned automobiles utilized in the
performance of this Contract.
Commercial Umbrella/Excess Liability Insurance with minimum limits of $2,000,000 each occurrence. This
coverage shall be in excess of the scheduled underlying General Liability, Automobile Liability, and Employer’s
Liability Insurance policies with exclusions that are not broader than those contained in the underlying policies.
This Umbrella/Excess requirement may be met by increasing the primary Commercial General Liability limits to
meet the combined limit requirement.
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Supplemental Coverages. The following supplemental coverages are required if selected (checked):
1. ☒ Professional Liability/Errors & Omissions Insurance (i.e., Consultants, Technology Vendors, Architects,
Engineers, Real Estate Agents, Insurance Agents, Attorneys, etc.) with minimum limits of $1,000,000 per
claim and $1,000,000 aggregate.
2. ☒ Cyber Liability Insurance with minimum limits of $1,000,000 per claim and $1,000,000 aggregate.
3. ☒ Commercial Property Insurance. The Contractor shall be responsible for obtaining and maintaining
insurance covering their equipment and personal property against all physical damage.
4. ☒ Liquor Legal Liability Insurance with a limit of $1,000,000 each occurrence.
5. ☒ Pollution Liability Insurance with minimum limits of $1,000,000 per claim and $1,000,000 aggregate.
6. ☒ Medical Malpractice Insurance with minimum limits of $1,000,000 per claim and $1,000,000 aggregate.
7. ☒ Garage Keepers 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.
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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. Contractor shall be responsible for their own property insurance for all equipment and personal property
used and/or stored on County property;
5. The Commercial General Liability and Commercial Automobile Liability policies along with any required
supplemental coverages shall be endorsed to name the County of Oakland and it officers, directors,
employees, appointees, and commissioners as additional insured where permitted by law and policy form;
6. If the Contractor’s insurance policies have higher limits than the minimum coverage requirements stated in
this document the higher limits shall apply and in no way shall limit the overall liability assumed by the
Contractor under contract.
7. The Contractor shall require its contractors or sub-contractors, not protected under the Contractor’s
insurance policies, to procure and maintain insurance with coverages, limits, provisions, and/or clauses equal
to those required in this Contract;
8. Certificates of insurance must be provided prior to the County’s execution of the Contract and must bear
evidence of all required terms, conditions and endorsements; and provide thirty (30) days’ written notice of
cancellation/material change endorsement to the insurance coverages required by this Exhibit.
9. All insurance carriers must be licensed and approved to do business in the State of Michigan along with the
Contractor’s state of domicile and shall have and maintain a minimum A.M. Best’s rating of A- unless
otherwise approved by the County Risk Management Department.
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EXHIBIT II
BUSINESS ASSOCIATE AGREEMENT
(Health Insurance Portability and Accountability Act Requirements)
Exhibit II is a Business Associate Agreement between Contractor (“Business Associate”) and the County (“Covered
Entity”). This Exhibit is incorporated into the Contract and shall be hereinafter referred to as “Agreement.” The
purpose of this Agreement is to facilitate compliance with the Privacy and Security Rules and to facilitate
compliance with HIPAA and the HITECH Amendment to HIPAA.
§1. DEFINITIONS. The following terms have the meanings set forth below for purposes of the Agreement,
unless the context clearly indicates another meaning. Terms used but not otherwise defined in this
Agreement have the same meaning as those terms in the Privacy Rule.
1.1 Business Associate. “Business Associate” means the Contractor.
1.2 CFR. “CFR” means the Code of Federal Regulations.
1.3 Contract. “Contract” means the document with the Purchasing Contract Number.
1.4 Contractor. “Contractor” means the entity or individual defined in the Contract and listed on the first
page of this Contract.
1.5 Covered Entity. “Covered Entity” means the County of Oakland as defined in the Contract.
1.6 Designated Record Set. “Designated Record Set” is defined in 45 CFR 164.501.
1.7 Electronic Health Record. “Electronic Health Record” means an electronic record of health-related
information on an individual that is created, gathered, managed, and consulted by authorized health care
clinicians and staff.
1.8 HIPAA. “HIPAA” means the Health Insurance Portability and Accountability Act of 1996.
1.9 HITECH Amendment. “HITECH Amendment” means the changes to HIPAA made by the Health
Information Technology for Economic and Clinical Health Act.
1.10 Individual. “Individual” is defined in 45 CFR 160.103 and includes a person who qualifies as a personal
representative in 45 CFR 164.502(g).
1.11 Privacy Rule. “Privacy Rule” means the privacy rule of HIPAA as set forth in the Standards for Privacy of
Individually Identifiable Health Information at 45 CFR part 160 and part 164, subparts A and E.
1.12 Protected Health Information. “Protected Health Information” or “PHI” is defined in 45 CFR 160.103,
limited to the information created or received by Business Associate from or on behalf of Covered Entity.
1.13 Required By Law. “Required By Law” is defined in 45 CFR 164.103.
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1.14 Secretary. “Secretary” means the Secretary of the Department of Health and Human Services or his or
her designee.
1.15 Security Incident. “Security Incident” is defined in 45 CFR 164.304.
1.16 Security Rule. “Security Rule” means the security standards and implementation specifications at 45 CFR
part 160 and part 164, subpart C.
§2. OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE. Business Associate agrees to perform the
obligations and activities described in this Section.
2.1 Business Associate understands that pursuant to the HITECH Amendment, it is subject to the HIPAA Privacy
and Security Rules in a similar manner as the rules apply to Covered Entity. As a result, Business Associate
shall take all actions necessary to comply with the HIPAA Privacy and Security Rules for business associates
as revised by the HITECH Amendment, including, but not limited to, the following: (a) Business Associate
shall appoint a HIPAA privacy officer and a HIPAA security officer; (b) Business Associate shall establish
policies and procedures to ensure compliance with the Privacy and Security Rules; (c) Business Associate
shall train its workforce regarding the Privacy and Security Rules; (d) Business Associate shall enter into a
privacy/security agreement with Covered Entity; (e) Business Associate shall enter into privacy/security
agreements with its subcontractors that perform functions relating to Covered Entity involving PHI; (f)
Business Associate shall conduct a security risk analysis; and (g) Business Associate shall provide
documentation upon request in relation to performance under this section.
2.2 Business Associate shall not use or disclose PHI other than as permitted or required by this Agreement or
as required by law.
2.3 Business Associate shall use appropriate safeguards to prevent use or disclosure of the PHI. Business
Associate shall implement administrative, physical, and technical safeguards (including written policies
and procedures) that reasonably and appropriately protect the confidentiality, integrity, and availability
of PHI that it creates, receives, maintains, or transmits on behalf of Covered Entity as required by the
Security Rule.
2.4 Business Associate shall mitigate, to the extent practicable, any harmful effect that is known to Business Associate
of a use or disclosure of PHI by Business Associate in violation of law or this Agreement.
2.5 Business Associate shall report to Covered Entity any known Security Incident or any known use or
disclosure of PHI not permitted by this Agreement.
2.6 Effective September 23, 2009 or the date this Agreement is signed, if later, Business Associate shall do the
following in connection with the breach notification requirements of the HITECH Amendment:
2.6.1 If Business Associate discovers a breach of unsecured PHI, as those terms are defined by 45 CFR 164.402,
Business Associate shall notify Covered Entity without unreasonable delay but no later than ten (10)
calendar days after discovery. For this purpose, “discovery” means the first day on which the breach is
known to Business Associate or should have been known by exercising reasonable diligence. Business
Associate shall be deemed to have knowledge of a breach if the breach is known or should have been
known by exercising reasonable diligence, to any person, other than the person committing the breach,
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who is an employee, officer, subcontractor, or other agent of Business Associate. The notification to
Covered Entity shall include the following: (a) identification of each individual whose unsecured PHI has
been breached or has reasonably believed to have been breached, and (b) any other available information
in Business Associate’s possession that the Covered Entity is required to include in the individual notice
contemplated by 45 CFR 164.404.
2.6.2 Notwithstanding the immediate preceding subsection, Business Associate shall assume the individual
notice obligation specified in 45 CFR 164.404 on behalf of Covered Entity where a breach of unsecured
PHI was committed by Business Associate or its employee, officer, subcontractor, or other agent of
Business Associate or is within the unique knowledge of Business Associate as opposed to Covered Entity.
In such case, Business Associate shall prepare the notice and shall provide it to Covered Entity for review
and approval at least five (5) calendar days before it is required to be sent to the affected individual(s).
Covered Entity shall promptly review the notice and shall not unreasonably withhold its approval.
2.6.3 Where a breach of unsecured PHI involves more than five hundred (500) individuals and was committed by
the Business Associate or its employee, officer, subcontractor, or other agent or is within the unique
knowledge of Business Associate as opposed to Covered Entity, Business Associate shall provide notice to
the media pursuant to 45 CFR 164.406. Business Associate shall prepare the notice and shall provide it to
Covered Entity for review and approval at least five (5) calendar days before it is required to be sent to the
media. Covered Entity shall promptly review the notice and shall not unreasonably withhold its approval.
2.6.4 Business Associate shall maintain a log of breaches of unsecured PHI with respect to Covered Entity and
shall submit the log to Covered Entity within thirty (30) calendar days following the end of each calendar
year, so that the Covered Entity may report breaches to the Secretary in accordance with 45 CFR 164.408.
This requirement shall take effect with respect to breaches occurring on or after September 23, 2009.
2.7 Business Associate shall ensure that any agent or subcontractor to whom it provides PHI, received from
Covered Entity or created or received by Business Associate on behalf of Covered Entity, agrees in writing to
the same restrictions and conditions that apply to Business Associate with respect to such information.
Business Associate shall ensure that any such agent or subcontractor implements reasonable and appropriate
safeguards to protect Covered Entity’s PHI.
2.8 Business Associate shall provide reasonable access, at the written request of Covered Entity, to PHI in a
Designated Record Set to Covered Entity or, as directed in writing by Covered Entity, to an Individual in
order to meet the requirements under 45 CFR 164.524.
2.9 Business Associate shall make any amendment(s) to PHI in a Designated Record Set that the Covered
Entity directs in writing or agrees to pursuant to 45 CFR 164.526.
2.10 Following receipt of a written request by Covered Entity, Business Associate shall make internal practices,
books, and records reasonably available to the Secretary in order to determine Covered Entity's
compliance with the Privacy Rule. The afore mentioned materials include policies and procedures and
PHI relating to the use and disclosure of PHI received from Covered Entity or created or received by
Business Associate on behalf of Covered Entity.
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2.11 Business Associate shall document disclosures of PHI and information related to such disclosures, to
permit Covered Entity to respond to a request by an Individual for: (a) an accounting of disclosures of
PHI in accordance with 45 CFR 164.528 or (b) effective January 1, 2011 or such later effective date
prescribed by regulations issued by the U.S. Department of Health and Human Services, an accounting of
disclosures PHI from an Electronic Health Record in accordance with the HITECH Amendment.
2.12 Following receipt of a written request by Covered Entity, Business Associate shall provide to Covered
Entity or an Individual information collected in accordance with Section 2 to permit Covered Entity to
respond to a request by an Individual for: (a) an accounting of disclosures of PHI in accordance with 45
CFR 164.528 or (b) effective as of January 1, 2011 or such later effective date prescribed by regulations
issued by the U.S. Department of Health and Human Services, an accounting of disclosures of Protected
Health Information from an Electronic Health Record in accordance with the HITECH Amendment.
§3. PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE. Business Associate may use and disclose
PHI as set forth in this Section.
3.1 Except as otherwise limited in this Agreement, Business Associate may use or disclose PHI to perform
functions, activities, or services for or on behalf of Covered Entity as specified in the underlying service
agreement between Covered Entity and Business Associate, provided that such use or disclosure shall
not violate the Privacy Rule if done by Covered Entity or the minimum necessary policies and procedures
of the Covered Entity. If no underlying service agreement exists between Covered Entity and Business
Associate, Business Associate may use or disclose PHI to perform functions, activities, or services for or
on behalf of Covered Entity for the purposes of payment, treatment, or health care operations as those
terms are defined in the Privacy Rule, provided that such use or disclosure shall not violate the Privacy
Rule if done by Covered Entity or the minimum necessary policies and procedures of the Covered Entity.
3.2 Except as otherwise limited in this Agreement, Business Associate may use PHI for the proper
management and administration of the Business Associate or to carry out the legal responsibilities of the
Business Associate.
3.3 Except as otherwise limited in this Agreement, Business Associate may disclose PHI for the proper
management and administration of the Business Associate or to carry out the legal responsibilities of the
Business Associate, provided that disclosures are Required by Law or Business Associate obtains
reasonable assurances in writing from the person to whom the information is disclosed that: (a) the
disclosed PHI will remain confidential and will be used or further disclosed only as Required by Law or for
the purpose for which it was disclosed to the person and (b) the person notifies the Business Associate of
any known instances in which the confidentiality of the information has been breached.
3.4 Except as otherwise limited in this Agreement, Business Associate may use PHI to provide data
aggregation services to Covered Entity as permitted by 45 CFR 164.504(e)(2)(i)(B).
3.5 Business Associate may use PHI to report violations of law to appropriate federal and state authorities,
consistent with 45 CFR 164.502(j)(1).
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§4. OBLIGATIONS OF COVERED ENTITY.
4.1 Covered Entity shall notify Business Associate of any limitation(s) of Covered Entity in its notice of privacy
practices in accordance with 45 CFR 164.520, to the extent that such limitation may affect Business
Associate’s use or disclosure of PHI.
4.2 Covered Entity shall notify Business Associate of any changes in or revocation of permission by an
Individual to use or disclose PHI, to the extent that such changes may affect Business Associate’s use or
disclosure of PHI.
4.3 Covered Entity shall use appropriate safeguards to maintain and ensure the confidentiality, privacy and
security of PHI transmitted to Business Associate pursuant to this Agreement, the Contract, and the
Privacy Rule, until such PHI is received by Business Associate, pursuant to any specifications set forth in
any attachment to the Contract.
4.4 Covered Entity shall manage all users of the services including its qualified access, password restrictions,
inactivity timeouts, downloads, and its ability to download and otherwise process PHI.
4.5 The Parties acknowledge that Covered Entity owns and controls its data.
4.6 Covered Entity shall provide Business Associate with a copy of its notice of privacy practices produced in
accordance with 45 CFR Section 164.520, as well as any subsequent changes or limitation(s) to such notice,
to the extent such changes or limitations may affect Business Associate’s use or disclosure of PHI. Covered
Entity shall provide Business Associate with any changes in or revocation of permission to use or disclose
PHI, to the extent the changes or revocation may affect Business Associate’s permitted or required uses or
disclosures. To the extent that the changes or revocations may affect Business Associate’s permitted use or
disclosure of PHI, Covered Entity shall notify Business Associate of any restriction on the use or disclosure of
PHI that Covered Entity has agreed to in accordance with 45 CFR Section 164.522. Covered Entity may
effectuate any and all such notices of non-private information via posting on Covered Entity’s web site.
§5. EFFECT OF TERMINATION.
5.1 Except as provided in Section 5, upon termination of this Agreement or the Contract, for any reason,
Business Associate shall return or destroy (at Covered Entity’s request) all PHI received from Covered
Entity or created or received by Business Associate on behalf of Covered Entity. This provision shall apply
to PHI that is in the possession of subcontractors or agents of Business Associate. Business Associate
shall retain no copies of PHI.
5.2 If Business Associate determines that returning or destroying the PHI is infeasible, Business Associate
shall provide to Covered Entity written notification of the conditions that make return or destruction
infeasible. Upon receipt of written notification that return, or destruction of PHI is infeasible, Business
Associate shall extend the protections of this Agreement to such PHI and shall limit further uses and
disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as
Business Associate maintains such PHI, which shall be for a period of at least six (6) years.
§6 MISCELLANEOUS.
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6.1 This Agreement is effective when the Contract is executed or when Business Associate becomes a
Business Associate of Covered Entity and both Parties sign this Agreement, if later. However, certain
provisions have special effective dates, as set forth herein or as set forth in HIPAA or the HITECH
Amendment.
6.2 Regulatory References. A reference in this Agreement to a section in the Privacy Rule or Security Rule
means the section as in effect or as amended.
6.3 Amendment. The Parties agree to take action to amend this Agreement as necessary for Covered Entity
to comply with the Privacy and Security requirements of HIPAA. If the Business Associate refuses to sign
such an amendment, this Agreement shall automatically terminate.
6.4 Survival. The respective rights and obligations of Business Associate and Covered Entity under this
Agreement shall survive the termination of this Agreement and/or the Contract.
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EXHIBIT III
REQUIREMENTS FOR CONTRACTORS WITH ACCESS TO COUNTY PII
(Personally Identifiable Information)
Exhibit III governs the requirements for Contractors with Access to Personally Identifiable Information (PII).
1. DEFINITIONS
1.1 Security Breach means the unauthorized access, acquisition, theft, or disclosure of PII.
1.2 PII (Personally Identifiable Information) means information that can be used to identify an individual, either
alone or when combined with other personal or identifying information. PII includes, but is not limited to, a
name, number, address, telephone number, driver’s license or state personal identification card number,
social security number, place of employment, employee identification number, employer or taxpayer
identification number, government passport number, health insurance identification number, mother's
maiden name, demand deposit account number, savings account number, financial transaction device
account number or the person's account password, any other account password in combination with
sufficient information to identify and access the account, automated or electronic signature, biometrics,
stock or other security certificate or account number, credit card number, vital record, or medical records or
information as well as the first name or first initial and last name linked to a social security number, driver’s
license or state personal identification card or financial account number in combination with a code or
password that would permit access to a person’s financial account(s) and as otherwise may be defined by
state or federal laws governing the unauthorized access to personal information, or other information that is
used for the purpose of identifying a specific person or providing access to a person's financial accounts.
2. OBLIGATIONS
2.1 Contractor shall not use or disclose PII other than as permitted or required by this Contract or as required
by law.
2.2 Contractor shall implement administrative, physical, and technical safeguards (including written policies and
procedures) that reasonably and appropriately protect the confidentiality, integrity, and availability of PII
that it creates, receives, maintains or transmits on behalf of the County.
2.3 Contractor shall mitigate, to the extent practicable, any harmful effect known to Contractor of the use or
disclosure of PII in violation of law or this Contract.
2.4 If Contractor or Contractor Employees discover a Security Breach, Contractor shall notify the County
without unreasonable delay, but no later than within forty-eight (48) hours of discovery. For this
purpose, “discovery” means the first day on which the Security Breach is known to Contractor or
Contractor Employees. The notification to the County shall include the following: (a) describe the
Security Breach in general terms; (b) describe the type of personal information that is the subject of the
Security Breach; (c) identify each individual whose PII has been breached or has reasonably believed to
have been breached; (d) describe in general terms, what Contractor has done to prevent additional
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Security Breaches; and (e) provide any other available information in Contractor or subcontractor’s
possession that may be necessary to comply with Security Breach notification laws.
2.5 If the County determines it will provide the notice of the Security Breach to the affected individuals and/or
to governmental authorities, Contractor shall reimburse the County for: (a) its costs in notifying the affected
individuals; (b) the cost of third-party credit and identify monitoring services to each of the affected
individuals with compromised PII for no less than twenty-four (24) months following the date of notification
to each individual; and (c) costs associated with the Security Breach, including but not limited to any costs
incurred by the County in investigating and resolving the Security Breach, including reasonable fees
associated with such investigation and resolution. Without limiting Contractor's obligations of
indemnification as described in the Contract, Contractor shall indemnify, defend, and hold harmless the
County for any and all claims, including reasonable attorneys' fees, costs, and incidental expenses, which
may be suffered by, accrued against, charged to, or recoverable from the County in connection with the
Security Breach. Contractor shall reimburse County for the applicable costs described above within thirty
(30) days of receipt of an itemization of costs incurred by the County because of the Security Breach.
2.6 Within ten (10) calendar days of its discovery of the Security Breach, Contractor shall provide the County
with a detailed plan describing the measures Contractor will undertake to prevent a future Security
Breach. The County shall have the right to audit, inspect and test Contractor’s new safeguards put in
place because of the Security Breach. Contractor shall be responsible for recreating lost County Data in
the manner and on the schedule set by the County without charge to the County.
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EXHIBIT IV
REQUIREMENTS FOR CONTRACTORS WITH ACCESS TO CJIS DATA
(Criminal Justice Information Security)
Exhibit IV governs the requirements for Contractors with Access to Criminal Justice Information governed by the
CJI Security Policy of the FBI.
1. Definitions
1.1 Criminal Justice Information (CJI) means data or information governed by the CJIS Security Policy.
1.2 Criminal Justice Information Services (CJIS) means the Criminal Justice Information Services, a division in
the Federal Bureau of Investigation (FBI) that sets a minimum standard of security requirements to
protect and safeguard CJI.
1.3 CJIS Security Policy means the Policy that governs the security of CJI. The CJIS Security Policy provides
guidance for the creation, viewing, modification, transmission, dissemination, storage, and destruction of
CJI. This Policy applies to every individual—contractor, private entity, noncriminal justice agency
representative, or member of a criminal justice entity—with access to, or who operate in support of,
criminal justice services and information.
2. Obligations
Contractor shall comply with the current version of the CJIS Security Policy, which may be amended from
time to time by the CJIS Advisory Policy Board of the FBI. A link to the current FBI standards is available:
https://www.fbi.gov/services/cjis/cjis-security-policy-resource-center
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EXHIBIT V
FEDERALLY FUNDED CONTRACT REQUIREMENTS
Exhibit V sets forth additional provisions for all federally funded contracts. To the extent that this Contract is
funded, in whole or in part, by any federal award, the following provisions apply:
1. Termination. In addition to the termination rights set forth in Section 4 of this Contract, the County may
terminate this Contract, in whole or in part, for cause upon notice to Contractor if Contractor breaches any
duty or obligation in the Contract and fails to cure the breach, to the County’s satisfaction, if applicable.
1.1 Right to Cure. If the Contractor breaches this Contract, and the County, in its sole discretion, determines
that the breach is curable, then the County must provide the Contractor with written notice of the breach
and a time period (not less than thirty (30) Days) to cure the breach. The notice of breach and
opportunity to cure do not apply in the following circumstances: (1) for successive or repeated breaches;
(2) if the County determines in its sole discretion that the breach poses a serious and imminent threat to
the health or safety of any person or the imminent loss, damage, or destruction of any real or tangible
personal property; or (3) if the County terminates the Contract under this Section or Section A above. The
effective date for termination or cancellation shall be clearly stated in the written notice.
1.2 Termination Deemed for Convenience. If the County terminates the Contract for cause and it is
determined, for any reason, that Contractor was not in breach of Contract, then the termination for
cause shall be deemed a termination for convenience, effective as of the same date specified in the
notice of breach.
2. Contractor’s Obligations Upon Termination for Cause. If the Contract is terminated for cause, the County
may require Contractor to pay all costs incurred by the County in terminating the Contract, including but not
limited to, administrative costs, reasonable attorneys’ fees, court costs, and any reasonable additional costs
the County may incur to procure the Deliverables required by the Contract from other sources. Re-
procurement costs are not consequential, indirect or incidental damages and cannot be excluded by any other
terms included in this Contract; however, such costs shall not exceed 50% of the County’s financial obligation
under this Contract.
3. Compliance with Laws. Contractor shall comply with the following, if applicable:
3.1 The Davis-Bacon Act (40 U.S.C. 3141-3148) as supplemented by Department of Labor regulations (29 CFR Part 5,
“Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”);
3.2 The Copeland “Anti-Kickback” Act (40 U.S.C. 3145 et seq.), as supplemented by Department of Labor
regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in
Whole or in Part by Loans or Grants from the United States”);
3.3 The Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708) as supplemented by
Department of Labor regulations (29 CFR Part 5);
3.4 The requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small
Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any
implementing regulations issued by the awarding agency;
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3.5 All applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-
7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387);
3.6 All mandatory standards and policies relating to energy efficiency which are contained in the state energy
conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. 6201 et seq.); and
3.7 The Byrd Anti-Lobbying Amendment (31 U.S.C. 1352 et seq.)
3.8 The requirements of 2 CFR 200.323 (Procurement of recovered materials), including, but not limited to,
section 6002 of the Solid Waste Disposal Act, as amended, and 40 CFR Part 247.
3.9 The requirements of 2 CFR 200.216 (Prohibition on certain telecommunications and video surveillance
services or equipment).
3.10 The requirements of 2 CFR 200.322 (Domestic preferences for procurements).
3.11 The requirements and obligations imposed on contractors in 2 CFR Appendix II to Part 200 (Contract
Provisions for Non-Federal Entity Contracts Under Federal Awards).
4. Debarment and Suspension. Contractor certifies that it is not listed on the government-wide Excluded
Parties List System in the System for Award Management (SAM). Contractor must promptly notify the
County, if Contractor is listed in SAM at any time during the term, renewal, or extension of this Contract.
If Contractor is listed in SAM, the County may terminate or cancel this Contract, in whole or in part,
immediately, upon notice to Contractor.
5. Equal Employment Opportunity. If this Contract meets the definition of “Federally Assisted Construction
Contract” under 41 CFR Part 60-1.3, then during the performance of this Contract, Contractor agrees as follows:
5.1 The Contractor will not discriminate against any employee or applicant for employment because of race,
color, religion, sex, sexual orientation, gender identity, or national origin. The Contractor will take
affirmative action to ensure that applicants are employed, and that employees are treated during
employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or
national origin. Such action shall include, but not be limited to the following: Employment, upgrading,
demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other
forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to
post in conspicuous places, available to employees and applicants for employment, notices to be
provided setting forth the provisions of this nondiscrimination clause.
5.2 The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the
Contractor, state that all qualified applicants will receive considerations for employment without regard
to race, color, religion, sex, sexual orientation, gender identity, or national origin.
5.3 The contractor will not discharge or in any other manner discriminate against any employee or applicant
for employment because such employee or applicant has inquired about, discussed, or disclosed the
compensation of the employee or applicant or another employee or applicant. This provision shall not
apply to instances in which an employee who has access to the compensation information of other
employees or applicants as a part of such employee's essential job functions discloses the compensation
of such other employees or applicants to individuals who do not otherwise have access to such
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information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an
investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is
consistent with the contractor's legal duty to furnish information.
5.4 The Contractor will send to each labor union or representative of workers with which he has a collective
bargaining agreement or other contract or understanding, a notice to be provided advising the said labor
union or workers’ representatives of the Contractor’s commitments under this Section and shall post
copies of the notice in conspicuous places available to employees and applicants for employment.
5.5 The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of
the rules, regulations, and relevant orders of the Secretary of Labor.
5.6 The Contractor will furnish all information and reports required by Executive Order 11246 of September
24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will
permit access to his books, records, and accounts by the administering agency and the Secretary of Labor
for purposes of investigation to ascertain compliance with such rules, regulations, and orders.
5.7 In the event of the Contractor’s noncompliance with the nondiscrimination clauses of this Contract or
with any of the said rules, regulations, or orders, this Contract may be cancelled, terminated, or
suspended in whole or in part and the Contractor may be declared ineligible for further Government
contracts or federally assisted construction contracts in accordance with procedures authorized in
Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies
invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of
the Secretary of Labor, or as otherwise provided by law.
5.8 The Contractor will include the portion of the sentence immediately preceding paragraph (1) and the
provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by
rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order
11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor.
The Contractor will take such action with respect to any subcontract or purchase order as the
administering agency may direct as a means of enforcing such provisions, including sanctions for
noncompliance: Provided, however, that in the event a Contractor becomes involved in, or is threatened
with, litigation with a subcontractor or vendor as a result of such direction by the administering agency
the Contractor may request the United States to enter into such litigation to protect the interests of the
United States.
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EXHIBIT VII
LICENSE FOR USE OF COUNTY SERVICEMARK
County grants to Contractor the non-exclusive right to use its Servicemark (hereinafter “Mark”), described and listed in
the Servicemark Guidelines (below), for programs and activities that are directly related to the Deliverables and
governmental services provided by Oakland County.
The Mark may be used on: (Applicable if Checked):
☐ Printed materials
☐ Electronic materials
☐ Contractor’s website: [insert website address].
Contractor shall not use the Mark for any other purpose.
The Mark must be used by Contractor as shown in the Servicemark Guidelines, with no variations of color, font or
proportion. Contractor acknowledges that the County has intellectual property rights in the Mark. Nothing in this
Contract gives Contractor any right, title, or interest in the Mark. Contractor may not take any action that will interfere
with County’s rights in the Mark.
The County may terminate Contractor’s rights under this Exhibit, if County notifies Contractor it has breached the terms
of this Exhibit and Contractor fails to cure the breach within ten (10) business days of notice of breach. Following
termination of this Exhibit, Contractor shall have ten (10) business days to remove the Mark from the materials and/or
website authorized for use above. Contractor shall provide County with written confirmation that such actions have
been taken. Upon termination of the Contract, Contractor shall cease all use of the Mark.
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Servicemark Guidelines
The Guidelines for proper use of the Mark provided to the Contractor are as follows:
Do not provide copies to a third-party of any artwork provided to you by County and referenced in this Exhibit without
the express consent of County.
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EXHIBIT VIII
ACKNOWLEDGEMENT OF INDEPENDENT EMPLOYMENT STATUS
I, , acknowledge that I am an employee or subcontractor of
(Name of Contractor’s Company):
(hereinafter “Company”) under Contract #: , and
• At all times during my assignment at Oakland County, I will remain an employee or subcontractor of
the Company
• I am not an employee of Oakland County; and,
• I may not represent myself as an employee of Oakland County.
I understand that:
• Company is responsible for establishing the conditions of my assignment to Oakland County; and
• Company is solely responsible for compensating me for my services; and
• I understand and agree that as an employee or subcontractor of Company, I am not eligible to participate in or
accrue any benefits under any of Oakland County’s employee benefits or benefit plans, including retirement,
deferred compensation, insurance (including without limitation: health, disability dental and life insurance),
vacation pay, and any other similar plans and programs. However, if I am a retired County employee, I may
receive vested post-employment benefits such as retiree healthcare and pension benefits from Oakland County.
I understand that the post-retirement benefits I receive from the County cannot be enhanced by my work for
the above Contractor.
I acknowledge that:
• I have no copyright, patent, trademark or trade secret rights to any Oakland County Intellectual
Property or any work developed by me while providing services to Oakland County; and,
• If I will be given access to the County Network, I will comply with the Oakland County Electronic
Communications and Use of Technology Policy.
• I will comply with and sign the FBI Criminal Justice Information Services Security Addendum if I will
have access to CJIS Data.
Signed: Date:
Print Name:
Witness: Date:
Print Name:
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*Contractor or Contractor Employee must provide a copy of completed form to the Purchasing Division at
Purchasing@oakgov.com to receive a County Identification badge.
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EXHIBIT IX
SCOPE OF CONTRACTOR DELIVERABLES/FINANCIAL OBLIGATIONS
I. Minimum Qualifications
A. The contractor must be organized for the purpose of providing institutional and/or volume
food service and must have five (5) previous years of institutional experience with proven
effectiveness in administering large scale food service programs and understanding the
caloric counts for meals and the Michigan Department of Corrections (MDOC) Rules as
relating to meals and kitchens.
B. The contractor must have a proven ability for a contract start-up within thirty days of
execution of contract.
C. The contractor must have qualified and trained staff with sufficient back-up personnel to
successfully complete the contract requirements. Personnel must include a Food Services
Director or Manager who is on-site full-time in addition to a full-time, corrections
experienced Registered Dietician available for menu development.
D. The contractor must have a central office capability to supervise and monitor the
the services provided to ensure satisfactory provision of services. In addition, the contractor
must have an alternate emergency preparation site in the Oakland County area.
E. The contractor must:
1. deliver high quality food service that can be audited against established nutritional
and health standards.
2. operate the food service program using corrections-experienced and professionally
trained personnel.
3. operate the food service program in a cost-effective manner with full reporting to
Oakland County.
4. implement a written food service and/or commissary plan with clear objectives,
policies, procedures, and annual evaluation of compliance including a disaster
recovery plan or business continuity plan in the event of a pandemic or other natural
disaster.
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5. maintain an open collaborative relationship with the administration and staff of the
Oakland County Sheriff’s Office, other County offices, local Health Authority, NCCHC
(National Commission on Correctional Health Care), and MDOC.
6. maintain standards established by Oakland County.
7. offer a comprehensive program for continuing staff and training.
8. operate the food service program and commissary services in a humane manner with
respect to the inmates’ right to basic health and nutritional standards.
F. At the Oakland County Jail Administration’s request, Contractor will bring a team of people
from the district to review all components of the operations looking for additional
efficiencies, opportunities to improve the service and potential improvements in
communications with the facility.
II. Inmate Food Service
A. General Information
1. Religious meals and accommodations must be provided by the contractor. Religious menus
prepared by the contractor’s dietician must be approved by the Jail Administration, religious
representatives, and Oakland County’s legal representatives. The contractor’s staff may be
required to meet and discuss religious meal accommodations with Jail Administration and its
religious representatives from time to time to ensure full legal compliance.
2. Medical diets requested by the jail clinic will be provided by the contractor. For some diets,
an additional snack is also served.
3. The price per meal charged shall be determined by taking the actual meals served
each day times the contract price for that number of meals.
4. Food is received, stored, and prepared at the main facility located at 1201 North Telegraph
Road, Pontiac, MI 48341. Meals are served at the main jail facility and the satellite facility,
East Annex (EA). Meals for the East Annex must be transported by the contractor to the
facility three (3) times a day. County does not provide meal truck/van for the transporting of
the food and equipment to the East Annex Facility. The East Annex facility does not have the
equipment to prepare meals, store meals, or wash trays.
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a. Inmate workers help to prepare and distribute meals when available. However,
Oakland County cannot contractually commit or guarantee any level of inmate
workers. The number of inmate workers will fluctuate, and the contractor is expected
to solely staff the kitchen and prepare meals for the entire jail population in the
event that the inmate workers are unavailable. If it becomes necessary to use County
employees for labor because the contractor is unable to solely staff the kitchen and
prepare meals for the entire jail population, the contractor will reimburse the County
for that labor at a rate of $90/hr per County employee.
b. All meals are typically served on thermal trays. Trays are owned and furnished by the
County. When COVID restrictions are in place, disposable trays may be necessary and
are to be provided by the County.
5. The County shall notify contractor of the actual number of meals ordered each day at a
mutually agreed upon time prior to meal service, and the County shall make additions or
deletions to such order within a mutually agreed upon time prior to meal service.
6. On occasion, the contractor may be requested to provide catering services (meals,
beverages, or snacks) for County meetings and conferences.
B. Contractor Food Service Requirements.
The Contractor shall:
1. Food & Supplies
a. Purchase and safely manage all consumable supplies and food products that are
required for food service operation. These supplies and food products shall remain
the property of the contractor. The contractor shall purchase cleaning supplies for
the kitchen area.
b. Be responsible for daily cleaning and housekeeping of food service preparation,
service, and storage area and will, on a continuing basis, maintain standards of
sanitation required by state or local regulations including, but not limited to,
maintaining a cleaning log as required by MDOC. The County will be responsible for
removal of trash.
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c. Inspections of kitchen facilities by Sheriff’s Administrative Personnel, State, Federal,
and local authorities must achieve satisfactory ratings. Contractor shall maintain the
necessary cleanliness and service to ensure these satisfactory ratings.
d. Meals cannot be served on polystyrene trays except in exigent circumstances when
requested by the jail administration.
2. Licenses, Fees, Taxes
a. Secure and pay all federal, state and local licenses, permits, and fees required for the
operation of the food services provide hereunder.
3. Use of Kitchen and Maintenance of Equipment (Kitchen Equipment is owned by County)
a. The contractor shall return to the County at the conclusion of the contract all food
service premises and all equipment furnished by the County in the condition in which
received except for ordinary depreciation. Exceptions include: 1) the premises and
equipment that may have been lost or damaged by fire, flood, or unavoidable
occurrence, and 2) equipment that may have been stolen by persons, other than
employees of the contractor, without negligence on the part of the contractor or its
employees; provided that all damages and losses are reported to the County within 7
days of discovery for all items covered by this paragraph.
b. The County will pay for needed repairs of equipment caused by normal wear and
tear. The County will replace equipment, which in the opinion of the County has
exceeded its useful life after consultation with the contractor.
c. The contractor will pay for needed repairs of equipment and plumbing (drains) if
damage to equipment or clogs in drains are caused by improper training or
supervision of vendor staff. The County will not be responsible for any repairs caused
by the improper disposal of grease.
d. The contractor will maintain a separate kosher preparation area within the kitchen
and not utilize the kosher designated kitchen equipment, utensils, and supplies for
general population meals. The equipment and supplies must be cleaned and stored
separately in a manner that does not violate kosher food standards.
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4. Additional Food Service Requirements
a. The contractor agrees to provide any additional food services as mutually agreed
upon and at prices mutually agreed to. Catering may be requested for special events
such as annual award ceremonies or staff holiday meals.
5. Uniforms for Contractor Staff
a. Professional, neat uniforms that distinguish the contractor’s paid staff from the
inmates and corrections officers are the responsibility of the contractor.
6. Daily Processing of Complaints (“Kites” and “Grievances”)
a. Food service complaints from inmates must be responded to by the contractor within
24 hours.
b. Food service trained personnel shall act upon all complaints.
c. The responsible food service director/manager shall determine the appropriate
mechanism to be utilized for specific categories of complaints.
7. Menu Specifications
a. Inmate Menu Cycle: Contractor shall maintain a four-week menu cycle. Each week will
include 21 meals and comply with all standards referenced within this contract and
Contractor’s bid response.
b. All modifications to menus will be discussed with and require approval by Oakland County Jail
Administration before any changes are made. Oakland County Jail Administration may make
menu change requests at any time throughout the contract period, however some changes
may require price adjustments unless food of equal value is exchanged.
8. Meal Schedule
a. Three meals per day are required. The meal schedule must comply with ACA guidelines.
No more than 14 hours may elapse between the service of dinner and breakfast. The
schedule must fall within a 12-hour window (6:00am – 6:00pm) with each meal
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approximately 5 hours apart. Contractor must also develop a policy for feeding late and
early bookings. Contractor shall work collaboratively with jail administrative staff to
establish serving hours, and the jail administration must approve any meal schedule
proposed by the contractor.
9. Menu Requirements
a) Menus must include clearly defined descriptions of food items.
b) At minimum, two meals per day will be hot food.
c) All menu items must be listed in “as served” portions which clearly indicate weight or
volume measurements (e.g., ½ c, 1/48 cut portion, 3 oz, wt., etc.).
d) Entrée items including casseroles must include cooked weight measurements of meat or
meat equivalent per portion.
e) Appropriate condiments to be served must be noted.
10. Balanced Menu Planning Requirements
a) The menu shall be planned with products and recipes with proven inmate acceptability.
The contractor shall monitor inmate preferences and make acceptability adjustments.
b) A variety of food flavors, textures, temperatures, and appearances shall be used.
c) Fruit and vegetable requirements:
i. To assure a minimum level of menu quality, at least 2 ½ -cups of fruit and 3 ½ cups of
vegetable equivalents are required each day on the menu.
ii. The most recent version of Dietary Guidelines for Americans shall be used to
determine qualifying equivalents. A minimum daily variety of four different fruits and
vegetables shall be used to meet the requirement. Items such as fruit drink, rice, and
noodles do not qualify.
d) Avoid excessive fat calories:
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i. To avoid excessive fat calories and provide more stomach filling bulk on the menu,
portions for margarine, butter, salad dressing, and mayonnaise shall be restricted on
the menu. A maximum of 1/2 oz shall be used as a margarine or salad dressing
portion. Sandwich meals shall include appropriate mustard and ketchup condiments,
and not unnecessary margarine.
11. Nutritional Requirements
a) Menus will provide an average of 2,800 calories per day in addition to all required
nutrients.
b) The Nutritional Analysis for menus must be Certified by a Registered Dietician
i. A registered dietician shall certify all inmate menus provided with a signed nutritional
compliance statement for the age and sex of the population. Contractor shall provide
a copy of the Dietician’s ADA registration card certifying the menu whenever
presenting menus or menu changes to the County.
ii. A registered dietician will approve all menus prior to service and annually thereafter.
The most recent version of Dietary Guidelines for Americans is to be used for meal
planning. All meals served shall meet all current standards as established by 1) the
American Correctional Association, 2) the Food and Nutritional Board of the National
Academy Science as prescribed for inmates, and 3) the State of Michigan.
iii. A current copy of the Dietician’s ADA registration will be provided by the contractor
when requested by the County.
12. Meat Requirements
a) Pork and pork-derived products are not allowed on any menu in this facility.
b) Ground meat items like taco filling, meat sauce for spaghetti, etc. should be made with ground
turkey.
13. Sack Meals
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a) Sack meals for work detail/court may be requested 7 days/week. These meals are in
place of regular inmate meals.
b) Sack meals are to meet the same nutritional requirements as other meals.
c) Sack meals are to be billed at the same rate as the standard inmate meals.
14. Medical & Religious Diets
a) The contractor shall provide religious and medical diets conforming to special religious or
physician-ordered specifications.
i. The most common medical and religious diet orders are Diabetes, Cardiac, Kosher
and Halal.
ii. Religious diets need to be reviewed and approved by the religious
authorities/representatives for the Oakland County Jail.
15. Holiday Meals
a) The contractor shall provide (5) spirit lifter meals annually, including Easter,
Thanksgiving, Christmas, and New Year holiday periods and one (1) meal to be scheduled
at the discretion of the Sheriff's Office.
16. Plan for Product Wholesomeness
a) Contractor promises that:
i. All meat products will be purchased from suppliers using HACCP (Hazard Analysis
Critical Control Point) programs.
ii. All food items will be purchased from facilities and manufacturers that meet all applicable
federal and state regulations for food safety, use only industry “best practices” to assure
wholesomeness and maintain appropriate liability insurance on their products.
17. Documentation of Meals Served
a. Served Menu Records -Substitution Policy
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i. Documentation of all meals served including substitutions shall be maintained.
Nutritional compliance must be maintained when using substitutions and all
substitutions must be approved by the jail administration.
ii. Contractor must ensure all meals will be served at appropriate temperatures and
in a manner that makes them palatable, neat, and visibly pleasing.
iii. A minimum number of three days of actual meals served will be
maintained/preserved (to use in the event of food borne illness).
iv. Standardized recipes with portion yield data for all items shall be available and
utilized.
18. Staff Requirements
a) Adequate Resources
i. Contractor must maintain an adequate number of employees per shift to prepare
food, oversee inmate workers and supervise all aspects of the food service operation.
ii. The contractor shall have staff in the kitchen from 3:00am – 7:00pm.
iii. If available, inmates will be provided, subject to the approval of Jail Administration.
Contractor understands that there are times when there will be no workers available
and that Oakland County will not contractually commit or guarantee any level of
inmate workers. The number of inmate workers will fluctuate, and Contractor is
expected to solely staff the kitchen and prepare meals for the entire jail population in
the event that the inmate workers are unavailable. If contractor cannot adequately
staff the kitchen and prepare meals for the entire jail population, the Sheriff’s Office
may in its discretion provide Contractor with County employees to perform the labor
at a rate of $90/hour per County employee, which Contractor agrees to pay County.
b) Contingency Plan
a. The contractor will provide and maintain a staffing contingency plan that outlines
various options based on the severity of the incident and whether it is national or
local consistent with Section VI of this contract.
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c) The contractor will train and supervise inmate workers, subject to the overall control of
the Sheriff’s Office.
d) The contractor is responsible for all wages, salary benefits, and overtime payments to its
staff.
19. Credentials of Contractor Staff
a) The individual filling the Food Service Director (or equivalent lead managerial position)
must be onsite 40 hours per week and overseeing the Oakland County Jail kitchen. The
person filling this position must be approved by the Oakland County jail administration
staff. The individual chosen for this position must have at least five (5) years of
experience in a Corrections environment similar to the Oakland County Jail and be Serve
Safe Certified.
b) In addition to the Food Service Director or equivalent lead managerial position, there
must be at least one additional supervisor level position (General Manager, Food Service
Director, or Food Service Manager) onsite 40 hours a week to oversee Aramark
employees. Between the two managerial positions working in the kitchen, all shifts will
be covered with supervision.
20. Employee Related Processes
a) Health Exams
i. Contractor will ensure that its employees pass a standard health exam prior to
employment and pass periodic health examinations at least as frequently as required
by law and document exam information in employee files. Contractor agrees to
submit satisfactory evidence of compliance with all health regulations to the County,
upon request.
b) Clearance Requirements
i. All employees of the contractor who work in the jail must be background cleared by
the Sheriff's Office. All employees must comply with the Office’s written policy and
procedures relating to facility security.
c) Supervision & Training of Inmates
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i. The contractor shall provide all required training and oversight to ensure food quality
and safety, including but not limited to, basic hygiene, sanitation, food borne illness,
and food service delivery and management.
d) Supervision & Training of Paid Staff
i. The contractor shall provide all required training and oversight of staff.
21. Participation in Federal / State Programs
a) The Sheriff’s Office is currently accredited by NCCHC (National Commission on
Correctional Health Care).
i. The contractor must work with the Oakland County jail administration to maintain
NCCHC Standards. Loss of accreditation due to food services provided by the
contractor is good cause to terminate this contract.
C. Responsibility of County
1. The County will provide Contractor:
a) Accurate and timely orders for the number of meals to be served to inmates, correctional
officers, and staff within two (2) hours of the time for meals to be served.
b) Provide adequate ingress and egress to all production areas.
c) Adequate heat, lights, ventilation, and all other utilities.
d) Extermination services and removal of trash and garbage from loading dock areas.
e) General maintenance to the building structure including, but not limited to, the
maintenance of gas, water, sewer, ventilation, lighting, air conditioning, refrigeration,
duct work, floor coverings, and wall and ceiling surfaces. The County's maintenance does
not include day to day cleaning operations in the kitchen area, which is the responsibility
of the contractor.
f) Adequate preparation, storage, and holding equipment and maintenance for same.
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g) Security, control, and limitation of inmate movement into and out of the food service
area, including physical security of employees, suppliers, and other authorized visitors.
h) Maintain County-provided kitchen appliances and equipment.
III. Inmate Commissary Service
A. General Information
1. Oakland County Jail offers the inmates the opportunity to order from the commissary once a
week with a maximum spending limit. If the jail administration or contractor request to
change the frequency of ordering or spending limit, the change must be mutually agreed
upon. There is an on-site warehouse space available for utilization for the commissary.
2. The jail commissary does not sell phone cards.
3. Weekly, indigent commissary packages are offered to those inmates classified as indigent. An
indigent package contains: one (1) .5 oz deodorant, one (1) .6 oz toothpaste, one (1) golf
pencil, two (2) legal size stamped envelopes, and two (2) sheets of lined paper.
4. Commissary items are available to all inmates, including but not limited to, hygiene products,
writing materials, games, candies, and limited clothing items. Items cannot be added,
deleted, or changed in brand names, container, price or packaging without prior written
authorization from Oakland County Sheriff’s Office Jail Administration.
B. Contractor Service Requirements for Commissary
1. Contractor will be expected to provide the following services as part of the commissary
program:
1. Provide, purchase, and maintain custody of inventory items mutually agreed upon
between the vendor and the County. Provision of service must be onsite.
2. Provide a financial program with the ability to integrate with the jail management
system.
OAKLAND COUNTY PURCHASING
CONTRACT NUMBER [Contract Number]
Page 52
Rev 12/12/2022
3. Provide a check for the proceeds of each month’s activity within thirty (30) days after
the end of that month, using agreed upon calculations.
4. Provide packages of basic need items to those inmates who are “indigent” as
designated by the County. These packages shall be provided at vendor’s cost and will
be paid for directly by the County.
5. The contractor will furnish all personnel and equipment required to operate the
commissary at all current and future County correctional facilities as required by the
County.
6. Contractor shall assume full responsibility for the acts of its personnel, all of whom shall
be subject to background checks and approval by Sheriff’s personnel.
7. The contractor shall provide an on-site manager to oversee the commissary operation
and will interact with designated Sheriff’s liaison and Jail Administration.
8. The contractor shall provide refunds for orders not delivered to inmates who are
being released or are otherwise unavailable to receive merchandise.
9. Contractor will be required to have commissary make-up times for those inmates who
are out to court when their regular housing area is scheduled for commissary
delivery.
10. The contractor shall provide a commissary order form listing all approved items and
prices that will interface with the existing jail communications system (currently
Smart Communications).
11. The delivery schedule must be mutually agreed upon between the contractor and
Sheriff’s personnel and may be subject to change. Delivery will be accomplished by
contractor personnel. Commissary delivery is scheduled with jail operations so that it
does not interfere with the following: inmate mealtimes, clinic/med pass, and officer
shift change.
12. Credentials of Contractor Staff
i. Contractor will provide a Commissary Manager (or equivalent lead managerial
position) who must be onsite 40 hours per week and responsible for
OAKLAND COUNTY PURCHASING
CONTRACT NUMBER [Contract Number]
Page 53
Rev 12/12/2022
overseeing commissary operations. This position must be approved by
Oakland County jail administration staff. The individual filling this position
must have at least five (5) years of experience in a corrections environment
similar to the Oakland County Jail.
2. Computerized Commissary System
a) The contractor shall provide hardware and software for a computerized commissary
system to keep accurate and complete records of all commissary activity. Contractor
will be responsible for all IT costs associated with their computerized commissary
system.
b) Contractor will be responsible for withdrawing funds from the inmate’s account and
will provide reporting to the County that will be used to reconcile with County
accounts.
c) Contractor's system shall adhere to generally accepted accounting principles and
provide a complete audit trail of all transactions. Contractor must allow for both
scheduled and unannounced audits.
C. County Responsibilities
1. The County will provide:
a. Adequate ingress and egress to all commissary service areas.
b. Adequate heat, lights, ventilation, and all other utilities.
c. A mutually agreed upon delivery schedule that works in the best interest of jail.
d. Correctional Officers assigned to the housing areas will provide access for delivery of
each inmate’s commissary order.
D. Conclusion of Contract
1. The contractor shall return to the County at the conclusion of the contract all commissary
storage areas and all equipment furnished by the County in the condition in which it was
received, except for ordinary depreciation.
OAKLAND COUNTY PURCHASING
CONTRACT NUMBER [Contract Number]
Page 54
Rev 12/12/2022
IV. Pricing – Year 1
Year 1
Meal Pricing
Number of Kitchen Inmate Workers (75-100% or approx. 38 - 50 Inmate
Workers)
Cost Per Meal (General Population including Medical Diets) $ 1.260
Cost Per Meal (Religious) $ 2.000
Number of Kitchen Inmate Workers (50-75% or 25-37 Inmate Workers)
Cost Per Meal (General Population including Medical Diets) $ 1.886
Cost Per Meal (Religious) $ 2.000
Number of Kitchen Inmate Workers (25-50% or 13-24 Inmate
Workers) Cost Per Meal (General Population including Medical Diets) $ 2.325
Cost Per Meal (Religious) $ 2.000
Number of Kitchen Inmate Workers (0%-25% or 0-12 Inmate Workers)
Cost Per Meal (General Population including Medical Diets) $ 2.565
Cost Per Meal (Religious) $ 2.000
Note: If there are not enough contract workers to provide meal services to
the inmates and Oakland County Sheriff's Office has to assist, Aramark will
pay the County $90 per hour/per employee for any amount of time that was
worked by Oakland County staff to ensure meal services are not interrupted.
OAKLAND COUNTY PURCHASING
CONTRACT NUMBER [Contract Number]
Page 55
Rev 12/12/2022
Contractor may apply any such payment as a credit in its invoices to the
County.
Commission Percentage – Contractor will pay the County the following
commission percentages:
Commissary 50.5%
I Care 45.0%
Fresh Favorites 35.0%
I Care Fresh 35.0%
V. Pricing – Year 2
Year 2
Meal Pricing
Number of Kitchen Inmate Workers (75-100% or approx. 38 - 50 Inmate
Workers)
Cost Per Meal (General Population including Medical Diets) $ 1.329
Cost Per Meal (Religious) $ 2.000
Number of Kitchen Inmate Workers (50-75% or 25-37 Inmate Workers)
Cost Per Meal (General Population including Medical Diets) $ 1.989
Cost Per Meal (Religious) $ 2.000
Number of Kitchen Inmate Workers (25-50% or 13-24 Inmate
Workers) Cost Per Meal (General Population including Medical Diets) $ 2.452
Cost Per Meal (Religious) $ 2.000
Number of Kitchen Inmate Workers (0%-25% or 0-12 Inmate Workers)
Cost Per Meal (General Population including Medical Diets) $ 2.706
OAKLAND COUNTY PURCHASING
CONTRACT NUMBER [Contract Number]
Page 56
Rev 12/12/2022
Cost Per Meal (Religious) $ 2.000
Note: If there are not enough contract workers to provide meal services to
the inmates and Oakland County Sheriff's Office has to assist, Aramark will
credit the invoice at $90 per hour/per employee for any amount of time that
was worked by Oakland County staff to ensure meal services are not
interrupted.
Commission Percentage - Contractor will pay the County the following
commission percentages
Commissary 50.5%
I Care 45.0%
Fresh Favorites 35.0%
I Care Fresh 35.0%
VI. Contingency Plan
A. Contractor will send a list of correctional resources to the jail administration on a quarterly basis to
be pre-approved and cleared to work at the Oakland County Jail.
B. Contractor will supply contingency menus (that require minimal labor), which include nutritional
analysis certification by a registered dietician to be preapproved by the Jail Administration.
C. National Pandemic Plan:
1. Contractor will utilize MRE’s until pre-approved correctional resources are pulled
from surrounding facilities. Contractor will purchase and keep on hand a week’s
supply of MREs.
2. The National Pandemic menu will require minimal staff to facilitate and be approved
by the jail administration.
OAKLAND COUNTY PURCHASING
CONTRACT NUMBER [Contract Number]
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Rev 12/12/2022
3. The contractor will implement the approved non-MRE menu which includes minimal
labor within 72 hours.
4. The contractor will notify their staffing resource agency immediately, and a list of
candidates will be provided to begin the clearance process by the jail. The staffing
agency resources will be trained by the contractor’s staff.
D. Local Pandemic Plan:
1. Contractor will immediately pull correctional resources from the pre-approved list.
2. Contractor will implement the approved alternate contingency menu which includes minimal labor
for 72 hours. After 72 hours, contractor will be able to re-introduce the contracted menu.
3. Contractor will notify their staffing resource agency immediately, and a list of candidates will be
provided to begin the clearance process by the jail. The staffing agency resources will be trained by
the contractor’s staff.
E. Off-Site Pandemic Plan: Contractor’s pre-approved local resources will be contacted to assist
with the MRE and contingency menus.
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Inmate Food and Commissary Service
Scope of Work
Minimum Qualifications
1. The contractor must be organized for the purpose of providing institutional and/or
volume food service and must have five (5) previous years of institutional experience
with proven effectiveness in administering large scale food service programs and
understanding the caloric counts for meals and the Michigan Department of
Corrections (MDOC) Rules as relating to meals and kitchens.
2. The contractor must have a proven ability for a contract start-up within thirty days
of execution of contract.
3. The contractor must have qualified and trained staff with sufficient back-up
personnel to successfully complete the contract requirements. Personnel must
include a Food Services Director or Manager who is on-site full-time in addition to a
full-time, corrections experienced Registered Dietitian available for menu
development.
4. The contractor must have a central office capability to supervise and monitor the
the services provided to ensure satisfactory provision of services. In addition, the
contractor must have an alternate emergency preparation site in the Oakland
County area.
5. The contractor must:
a. deliver high quality food service that can be audited against established
nutritional and health standards.
b. operate the food service program using corrections-experienced and
professionally trained personnel.
c. operate the food service program in a cost-effective manner with full
reporting to Oakland County.
d. implement a written food service and/or commissary plan with clear
objectives, policies, procedures, and annual evaluation of compliance
including a disaster recovery plan or business continuity plan in the event of
a pandemic or other natural disaster.
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e. maintain an open collaborative relationship with the administration and staff
of the Oakland County Sheriff’s Office, other County offices, local Health
Authority, NCCHC (National Commission on Correctional Health Care), and
MDOC.
f. maintain standards established by Oakland County.
g. offer a comprehensive program for continuing staff and training.
h. operate the food service program and commissary services in a humane
manner with respect to the inmates’ right to basic health and nutritional
standards.
Inmate Food Service
General Information
1. Prior to the COVID-19 pandemic, the inmate population was approximately 1,300.
During COVID, the inmate population was as low as 599. The population has been
steadily increasing and has remained over 1,000 inmates since June 15, 2022. Sack
meals are provided to inmates in court or work crews.
2. Religious meals and accommodations must be provided by the contractor. Religious
menus prepared by the contractor’s Dietician must be approved by the Jail
Administration, religious representatives, and Oakland County’s legal
representatives. The contractor’s staff may be required to meet and discuss religious
meal accommodations with Jail Administration and its religious representatives from
time to time to ensure full legal compliance.
3. Medical diets requested by the jail clinic will be provided by the contractor. For
some diets, an additional snack is also served.
4. The price per meal charged shall be determined by taking the actual meals served
each day times the contract price for that number of meals.
5. Food is received, stored, and prepared at the main facility located at 1201 North
Telegraph Road, Pontiac, MI 48341. Meals are served at the main jail facility and the
satellite facility, East Annex (EA). Meals for the East Annex must be transported by
the contractor to the facility three (3) times a day. County does not provide meal
truck/van for the transporting of the food and equipment to the East Annex Facility.
The East Annex facility does not have the equipment to prepare meals, store meals,
or wash trays.
a. Inmate workers help to prepare and distribute meals. Please Note: The
COVID pandemic has shown that our jail food service business model cannot
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rely on inmate workers. Oakland County cannot contractually commit or
guarantee any level of inmate workers. The number of inmate workers will
fluctuate, and the contractor is expected to solely staff the kitchen and
prepare meals for the entire jail population in the event that the inmate
workers are unavailable.
b. All meals are typically served on thermal trays. Trays are owned and
furnished by the County. When COVID restrictions are in place, disposable
trays may be necessary and are to be provided by the County.
6. The County shall notify contractor of the actual number of meals ordered each day
at a mutually agreed upon time prior to meal service, and the County shall make
additions or deletions to such order within a mutually agreed upon time prior to
meal service.
7. On occasion, contractor may be requested to provide catering services – (meals,
beverages, or snacks) for meetings and conferences.
A. Contractor Service Requirements
1. Food & Supplies
a. Purchase and safely manage all consumable supplies and food products that
are required for food service operation. These supplies and food products
shall remain the property of the contractor. The contractor shall purchase
cleaning supplies for the kitchen area.
b. Be responsible for daily cleaning and housekeeping of food service
preparation, service, and storage area and will, on a continuing basis,
maintain standards of sanitation required by state or local regulations
including, but not limited to, maintaining a cleaning log as required by
MDOC. The County will be responsible for removal of trash.
c. Inspections of kitchen facilities by Sheriff’s Administrative Personnel, State,
Federal, and local authorities must achieve satisfactory ratings.
d. Meals cannot be served on polystyrene trays except in exigent circumstances
when requested by the jail administration.
2. Licenses, Fees, Taxes
a. Secure and pay all federal, state and local licenses, permits, and fees
required for the operation of the food services provide hereunder.
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3. Use of Kitchen and Maintenance of Equipment (Kitchen Equipment is owned by
County)
a. The contractor shall return to the County at the conclusion of the contract all
food service premises, and all equipment furnished by the County in the
condition in which received except for ordinary depreciation. Exceptions
include: 1) the premises and equipment that may have been lost or damaged
by fire, flood, or unavoidable occurrence, and 2) equipment that may have
been stolen by persons, other than employees of the contractor, without
negligence on the part of the contractor or its employees; providing that all
damages and losses are reported to the County for all items covered by this
paragraph.
b. The County will pay for needed repairs of equipment caused by normal wear
and tear. The County will replace equipment, which in the opinion of the
County has exceeded its useful life after consultation with the contractor.
c. The contractor will pay for needed repairs of equipment and plumbing
(drains) if damage to equipment, or clogs in drains are caused by improper
training or supervision of vendor staff. The County will not be responsible for
any repairs caused by the improper disposal of grease.
d. The contractor will maintain a separate kosher preparation area within the
kitchen and not utilize the kosher designated kitchen equipment, utensils,
and supplies for general population meals. The equipment and supplies must
be cleaned and stored separately in a manner that does not violate kosher
food standards.
4. Additional Food Service Requirements
a. The contractor agrees to provide any additional food services as mutually
agreed upon at prices mutually agreed to. Catering may be requested for
special events such as annual award ceremonies or staff holiday meals.
5. Uniforms for Contractor Staff
a. Professional, neat uniforms that distinguish the contractor’s paid staff from
the inmates and corrections officers are the responsibility of the contractor.
6. Daily Processing of Complaints (“Kites” and “Grievances”)
a. Food service complaints from inmates must be responded to by the
contractor within 24 hours.
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b. Food service trained personnel shall act upon all complaints.
c. The responsible food service director/manager shall determine the
appropriate mechanism to be utilized for specific categories of complaints.
B. Menu Specifications
1. Inmate Menu Cycle
a. Contractor shall maintain a four-week menu cycle.
b. Each week will include 21 meals and comply with all standards referenced
within the contract.
C. Meal Schedule
1. Three meals per day are required. A meal schedule that falls within a 12-hour
window (6:00am – 6:00pm) with each meal approximately 5 hours apart is
preferred. The jail administration must approve any meal schedule proposed by the
contractor.
D. Menu Requirements
1. Menus must include clearly defined descriptions of food items.
2. At minimum, two meals per day will be hot food.
3. All menu items must be listed in “as served” portions which clearly indicate weight
or volume measurements (e.g., ½ c, 1/48 cut portion, 3 oz, wt., etc.).
4. Entrée items including casseroles must include cooked weight measurements of
meat or meat equivalent per portion.
5. Appropriate condiments to be served must be noted.
E. Balanced Menu Planning Requirements
1. The menu shall be planned with products and recipes with proven inmate
acceptability. The contractor shall monitor inmate preferences and make
acceptability adjustments.
2. A variety of food flavors, textures, temperatures, and appearances shall be used.
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3. Fruit and vegetable requirements:
a. To assure a minimum level of menu quality, at least 2 ½ -cups of fruit and 3
½ cups of vegetable equivalents are required each day on the menu.
b. The most recent version of Dietary Guidelines for Americans shall be used to
determine qualifying equivalents. A minimum daily variety of four different
fruits and vegetables shall be used to meet the requirement. Items such as
fruit drink, rice, and noodles do not qualify.
4. Avoid excessive fat calories:
a. To avoid excessive fat calories, and provide more stomach filling bulk on the
menu, portions for margarine, butter, salad dressing, and mayonnaise shall
be restricted on the menu. A maximum of 1/2 oz shall be used as a margarine
or salad dressing portion. Sandwich meals shall include appropriate mustard
and ketchup condiments, and not unnecessary margarine.
F. Nutritional Requirements
1. Menus will provide an average of 2,800 calories per day in addition to all required
nutrients.
2. The Nutritional Analysis for menus must be Certified by Registered Dietician
a. A registered dietitian shall certify all inmate menus provided with a signed
nutritional compliance statement for the age and sex of the population. A
copy of the Dietitian’s ADA registration card shall be submitted with the
proposal.
b. A registered dietitian will approve all menus prior to service and annually
thereafter. The most recent version of Dietary Guidelines for Americans is to
be used for meal planning. All meals served shall meet all current standards
as established by 1) the American Correctional Association, 2) the Food and
Nutritional Board of the National Academy Science as prescribed for inmates,
and 3) the State of Michigan.
c. A current copy of the Dietitian’s ADA registration will be provided by the
contractor when requested by the Oakland County Jail.
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G. Meat Requirements
1. The purpose of adding these requirements is to address some common inmate
concerns. Menus can be developed that are nutritious and acceptable without these
requirements, but the Oakland County Sheriff’s Office prefers to specify the
following:
a. Pork and pork-derived products are not allowed on any menu in this facility.
b. Ground meat items like taco filling, meat sauce for spaghetti, etc. should be
made with ground turkey.
H. Sack Meals
1. Sack meals for work detail/court may be requested 7 days/week. These meals are in
place of regular inmate meals.
2. Sack meals are to meet the same nutritional requirements as other meals.
3. Sack meals are to be billed at the same rate as the standard inmate meals.
I. Medical & Religious Diets
1. The contractor shall provide religious and medical diets conforming to special
religious or physician-ordered specifications.
a. The most common medical and religious diet orders are Diabetes, Cardiac,
Kosher and Halal.
b. Religious diets need to be reviewed and approved by the religious
authorities/representatives for the Oakland County Jail.
J. Holiday Meals
1. The contractor shall provide (5) spirit lifter meals annually, including Easter,
Thanksgiving, Christmas, and New Year holiday periods and one (1) meal to be
scheduled at the discretion of the Sheriff's Office.
K. Plan for Product Wholesomeness
1. Contractor will warranty that:
a. All meat products will be purchased from suppliers using HACCP (Hazard Analysis
Critical Control Point) programs.
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b. All food items will be purchased from facilities and manufacturers that meet all
applicable federal and state regulations for food safety, use only industry “best
practices” to assure wholesomeness and maintain appropriate liability insurance
on their products.
L. Documentation of Meals Served
1. Served Menu Records -Substitution Policy
a. Documentation of all meals served including substitutions shall be
maintained. Nutritional compliance must be maintained when using
substitutions and all substitutions must be approved by the jail
administration.
b. Contractor must ensure all meals will be served at appropriate temperatures
and in a manner that makes them palatable, neat, and visibly pleasing.
c. A minimum number of three days of actual meals served will be
maintained/preserved (to use in the event of food borne illness).
d. Standardized recipes with portion yield data for all items shall be available
and utilized.
M. Staff Requirements
1. Adequate Resources
a. Contractor must maintain an adequate number of employees per shift to
prepare food, oversee inmate workers and supervise all aspects of the food
service operation.
b. The contractor shall have staff in the kitchen from 3:00am – 7:00pm.
c. If available, inmates will be provided, subject to the approval of Jail
Administration. The COVID pandemic has shown that our jail food service
business model cannot rely on inmate workers as there are times when there
will be no workers available.
Oakland County will not contractually commit or guarantee any level of
inmate workers. The number of inmate workers will fluctuate, and the
vendor will be expected to solely staff the kitchen and prepare meals for the
entire jail population in the event that the inmate workers are unavailable.
9
2. Contingency Plan
a. The contractor will provide and maintain a staffing contingency plan that
outlines various options based on the severity of the incident and whether
it’s national or local. A copy of the contingency plan is attached as Exhibit A.
3. The contractor will train and supervise inmate workers, subject to the overall
control of the Sheriff’s Office.
4. The contractor is responsible for all wages, salary benefits, and overtime
payments to its staff.
N. Credentials of Contractor Staff
1. The individual filling the Food Service Director or equivalent lead managerial
position responsible for being onsite 40 hours per week and overseeing the Oakland
County Jail kitchen will need to be approved by the Oakland County jail
administration staff. The individual chosen for this position must have at least five
(5) years of experience in a Corrections environment similar to the Oakland County
Jail and be Serve Safe Certified.
2. In addition to the Food Service Director or equivalent lead managerial position,
there must be at least one additional supervisor level position (General Manager,
Food Service Director, or General Manager) onsite 40 hours a week to oversee
Aramark employees. Between the two managerial positions working in the kitchen,
all shifts will be covered with supervision.
O. Employee Related Processes
1. Health Exams
a. Contractor will ensure that its employees pass a standard health exam prior
to employment and pass periodic health examinations at least as frequently
as required by law and document exam information in employee files.
Contractor agrees to submit satisfactory evidence of compliance with all
health regulations to the County, upon request.
2. Clearance Requirements
a. All employees of the contractor who work in the jail must be background
cleared by the Sheriff's Office. All employees must comply with the Office’s
written policy and procedures relating to facility security.
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3. Supervision & Training of Inmates
a. The contractor shall provide training in basic hygiene, sanitation, food borne
illness and food service delivery and management.
4. Supervision & Training of Paid Staff
a. The contractor shall provide all required training to staff.
P. Participation in Federal / State Programs
1. The Sheriff’s Office is currently accredited by NCCHC (National Commission on
Correctional Health Care).
a. The contractor must work with the Oakland County jail administration to
maintain NCCHC Standards. Loss of accreditation due to food services provided
by the contractor would be cause to rebid the contract.
Responsibility of County
A. The Sheriff’s Office and/or County shall be responsible for and provide:
1. Accurate and timely orders for the number of meals to be served to inmates,
correctional officers, and staff within two (2) hours of the time for meals to be
served.
2. Provide adequate ingress and egress to all production areas.
3. Adequate heat, lights, ventilation, and all other utilities.
4. Extermination services and removal of trash and garbage from loading dock
areas.
5.General maintenance to the building structure including, but not limited to, the
maintenance of gas, water, sewer, ventilation, lighting, air conditioning,
refrigeration, duct work, floor coverings, and wall and ceiling surfaces. The
county's maintenance does not include day to day cleaning operations in the
kitchen area, which is the responsibility of the contractor.
6. Adequate preparation, storage, and holding equipment and maintenance for
same.
7. Security, control, and limitation of inmate movement into and out of the food
service area, including physical security of employees, suppliers, and other
authorized visitors.
11
8. Maintain kitchen appliances and equipment.
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Inmate Commissary Service
A. General Information
1. Oakland County Jail offers the inmates the opportunity to order from the
commissary once a week with a maximum spending limit. If the jail administration or
contractor request to change the frequency of ordering or spending limit, the
change must be mutually agreed upon. There is an on-site warehouse space
available for utilization for the commissary.
2. The jail commissary does not sell phone cards.
3. Weekly, indigent commissary packages are offered to those inmates classified as
indigent. An indigent package contains: one (1) .5 oz deodorant, one (1) .6 oz
toothpaste, one (1) golf pencil, 2 legal size stamped envelopes, and two sheets of
lined paper.
4. Commissary items are available to all male and female inmates including but not
limited to hygiene products, writing materials, games, candies, and limited clothing
items. Items cannot be added, deleted, or changed in brand names, container, price
or packaging without prior written authorization Oakland County Sheriff’s Office Jail
Administration.
B. Scope of Work
1. Service Requirements for Commissary
a. Contractor will be expected to provide the following services as part of the
commissary program:
1.Provide, purchase and maintain custody of inventory items mutually agreed
upon between the vendor and the County. Provision of service must be onsite.
2.Provide a financial program with the ability to integrate with the jail
management system.
3.Provide a check for the proceeds of each month’s activity within thirty (30)
days after the end of that month, using agreed upon calculations.
4.Provide packages of basic need items to those inmates who are “indigent” as
designated by the County. These packages shall be provided at vendor’s cost
and will be paid for directly by the County.
13
5.The contractor will furnish all personnel and equipment required to operate
the commissary at all current and future County correctional facilities as
required by the County.
6.Contractor shall assume full responsibility for the acts of its personnel, all of
whom shall be subject to background checks and approval by Sheriff’s
personnel.
7.The contractor shall provide an on-site manager to oversee the commissary
operation and will interact with designated Sheriff’s liaison and Jail
Administration.
8.The contractor shall provide refunds for orders not delivered to inmates who
are being released or are otherwise unavailable to receive merchandise.
9.Contractor will be required to have commissary make-up times for those
inmates who are out to court when their regular housing area is scheduled
for commissary delivery.
10.The contractor shall provide a commissary order form listing all approved
items and prices that will interface with the existing jail communications
system (currently Smart Communications).
11.The delivery schedule must be mutually agreed upon between the contractor
and Sheriff’s personnel and may be subject to change. Delivery will be
accomplished by contractor personnel. Commissary delivery is scheduled
with jail operations so that it does not interfere with the following: inmate
mealtimes, clinic/med pass, and officer shift change.
12.Credentials of Contractor Staff
a. The employee chosen by the contractor to fill the Commissary Manager
or equivalent lead managerial position responsible for being onsite 40
hours per week and overseeing commissary operations will need to be
approved by the Oakland County jail administration staff. The individual
filling this position must have at least five (5) years of experience in a
corrections environment similar to the Oakland County Jail.
C. Computerized Commissary System Requirements
1. The contractor shall provide hardware and software for a computerized commissary
system to keep accurate and complete records of all commissary activity.
Contractor will be responsible for all IT costs associated with their computerized
commissary system.
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2. Contractor will be responsible for withdrawing funds from the inmate’s account and
will provide reporting that will be reconciled with County employees.
3. Contractor's system shall adhere to generally accepted accounting principles and
provide a complete audit trail of all transactions. Contractor must allow for both
scheduled and unannounced audits.
D. County Responsibilities
1. The County shall be responsible to provide:
a. Adequate ingress and egress to all commissary services areas.
b. Adequate heat, lights, ventilation, and all other utilities.
c. A mutually agreed upon delivery schedule that works in the best interest of jail.
d. Correctional Officers assigned to the housing areas will provide access for
delivery of each inmate’s commissary order.
E. Conclusion of Contract
1. The contractor shall return to the County at the conclusion of the contract all
commissary storage areas and all equipment furnished by the County in the
condition in which it was received, except for ordinary depreciation.
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Pricing
Year 1
Meal Pricing
Number of Kitchen Inmate Workers (75-100% or approx. 38 - 50 Inmate
Workers)
Cost Per Meal (General Population including Medical Diets) $ 1.260
Cost Per Meal (Religious) $ 2.000
Number of Kitchen Inmate Workers (50-75% or 25-37 Inmate Workers)
Cost Per Meal (General Population including Medical Diets) $ 1.886
Cost Per Meal (Religious) $ 2.000
Number of Kitchen Inmate Workers (25-50% or 13-24 Inmate
Workers)
Cost Per Meal (General Population including Medical Diets) $ 2.325
Cost Per Meal (Religious) $ 2.000
Number of Kitchen Inmate Workers (0%-25% or 0-12 Inmate Workers)
Cost Per Meal (General Population including Medical Diets) $ 2.565
Cost Per Meal (Religious) $ 2.000
Note: If there are not enough contract workers to provide meal services to
the inmates and Oakland County Sheriff's Office has to assist, Aramark will
credit the invoice at $85 per hour/per employee for any amount of time that
was worked by Oakland County staff to ensure meal services are not
interrupted.
Commission Percentage
Commissary 50.5%
I Care 45.0%
Fresh Favorites 35.0%
I Care Fresh 35.0%
16
Pricing
Year 2
Meal Pricing
Number of Kitchen Inmate Workers (75-100% or approx. 38 - 50 Inmate
Workers)
Cost Per Meal (General Population including Medical Diets) $ 1.329
Cost Per Meal (Religious) $ 2.000
Number of Kitchen Inmate Workers (50-75% or 25-37 Inmate Workers)
Cost Per Meal (General Population including Medical Diets) $ 1.989
Cost Per Meal (Religious) $ 2.000
Number of Kitchen Inmate Workers (25-50% or 13-24 Inmate
Workers)
Cost Per Meal (General Population including Medical Diets) $ 2.452
Cost Per Meal (Religious) $ 2.000
Number of Kitchen Inmate Workers (0%-25% or 0-12 Inmate Workers)
Cost Per Meal (General Population including Medical Diets) $ 2.706
Cost Per Meal (Religious) $ 2.000
Note: If there are not enough contract workers to provide meal services to
the inmates and Oakland County Sheriff's Office has to assist, Aramark will
credit the invoice at $87.50 per hour/per employee for any amount of time
that was worked by Oakland County staff to ensure meal services are not
interrupted.
Commission Percentage
Commissary 50.5%
I Care 45.0%
Fresh Favorites 35.0%
I Care Fresh 35.0%
17
Pricing
Year 3
Meal Pricing
Number of Kitchen Inmate Workers (75-100% or approx. 38 - 50 Inmate
Workers)
Cost Per Meal (General Population including Medical Diets) $ 1.389
Cost Per Meal (Religious) $ 2.000
Number of Kitchen Inmate Workers (50-75% or 25-37 Inmate Workers)
Cost Per Meal (General Population including Medical Diets) $ 2.079
Cost Per Meal (Religious) $ 2.000
Number of Kitchen Inmate Workers (25-50% or 13-24 Inmate
Workers)
Cost Per Meal (General Population including Medical Diets) $ 2.563
Cost Per Meal (Religious) $ 2.000
Number of Kitchen Inmate Workers (0%-25% or 0-12 Inmate Workers)
Cost Per Meal (General Population including Medical Diets) $ 2.828
Cost Per Meal (Religious) $ 2.000
Note: If there are not enough contract workers to provide meal services to
the inmates and Oakland County Sheriff's Office has to assist, Aramark will
credit the invoice at $90 per hour/per employee for any amount of time that
was worked by Oakland County staff to ensure meal services are not
interrupted.
Commission Percentage
Commissary 50.5%
I Care 45.0%
Fresh Favorites 35.0%
I Care Fresh 35.0%
18
Exhibit A
Contingency Plan
Contractor will send a list of correctional resources to the jail administration on a quarterly
basis to be pre-approved and cleared to work at the Oakland County Jail.
Contractor will supply contingency menus (that require minimal labor), which include
nutritional analysis certification by a registered dietician to be preapproved by the Jail
Administration.
National Pandemic Plan:
1)Contractor will utilize MRE’s until pre-approved correctional resources are pulled from
surrounding facilities. Contractor will purchase and keep on hand a week’s supply of
MREs.
2)The National Pandemic menu will require minimal staff to facilitate and be approved by
the jail administration.
3)The contractor will implement the approved non-MRE menu which includes minimal
labor within 72 hours.
4) The contractor will notify their staffing resource agency immediately, and a list of
candidates will be provided to begin the clearance process by the jail. The staffing
agency resources will be trained by the contractor’s staff.
Local Pandemic:
1) Contractor will immediately pull correctional resources from the pre-approved list.
2) Contractor will implement the approved alternate contingency menu which includes
minimal labor for 72 hours. After 72 hours, contractor will be able to re-introduce the
contracted menu.
3) Contractor will notify their staffing resource agency immediately, and a list of
candidates will be provided to begin the clearance process by the jail. The staffing
agency resources will be trained by the contractor’s staff.
Off-Site Pandemic Plan:
1) Contractor’s pre-approved local resources will be contacted to assist with the MRE and
contingency menus.