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HomeMy WebLinkAboutReports - 2023.02.16 - 37985 AGENDA ITEM: Interlocal Agreement with Rochester Hills Public Library for Library Services DEPARTMENT: Board of Commissioners MEETING: Board of Commissioners DATE: Thursday, February 16, 2023 6:00 PM - Click to View Agenda ITEM SUMMARY SHEET COMMITTEE REPORT TO BOARD Resolution #2023-2525 Motion to approve an interlocal agreement with Rochester Hills Public Library for Library for the Visually and Physically Impaired services in an amount not to exceed $150,840 annually with a 3% annual increase with a term of January 1, 2023 to December 31, 2027 and authorizing the Chair of the Oakland County Board of Commissioners to execute the agreement. ITEM CATEGORY SPONSORED BY Interlocal Agreement Gary McGillivray INTRODUCTION AND BACKGROUND Prior to 2012, Oakland County was part of the Michigan Braille and Talking Book Library (BTBL) network of libraries and operated the LVPI in the west wing of the County Court House. The LVPI was largely comprised of maintaining a library of audio tapes, digital cartridges, large print books, and other material to provide reading material for the visually impaired. On April 20, 2012, the Oakland County Library Board voted unanimously to accept the proposal by the Rochester Hills Public Library (RHPL) to assume the responsibilities of the Oakland County LVPI under a 10-year contract. The Oakland County Board of Commissioners voted to approve the contract through Miscellaneous Resolution #12158. In light of the expiring contract with RHPL, the Board of Commissioners issued a Request for Proposals. A single response was received from RHPL. While negotiations were ongoing, the Board approved a 2-month extension on December 8, 2022 to ensure continuity of services (#2022-2326). POLICY ANALYSIS This is a request to approve a 5-year interlocal agreement between the Board of Commissioners and Rochester Hills Public Library (RHPL). The scope of work is to provide Library for the Visually and Physically Impaired (LVPI) services under the name Oakland Talking Book Services (OTBS). RHPL has been the vendor providing these services, under the name Oakland Talking Book Services (OTBS@RHPL), for the past 10 years. The effective date of the agreement would begin January 1, 2023 and expire December 31, 2027. Compensation is an amount not to exceed $150,840 annually (with a 3% annual increase upon approval of a detailed expenditures report). The terms of the agreement are consistent with standard County purchasing policies. Approval of this agreement would result in an annual savings of approximately $7,800 over the previous agreement. Annual reports, and additional reports as requested, shall be submitted to the Board of Commissioners. BUDGET AMENDMENT REQUIRED: No 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 Amy Aubry, Analyst Patti Dib, Chief Of Staff Andrea Powers, Operations Analyst BOC-UNI ITEM REVIEW TRACKING Gary McGillivray, Created - AGENDA DEADLINE: 02/16/2023 6:00 PM ATTACHMENTS 1. Agreement COMMITTEE TRACKING 2023-02-07 - Legislative Affairs and Government Operations - Recommend to Board 2023-02-16 - Full Board - Approve Motioned by: Commissioner Michael Gingell Seconded by: Commissioner Penny Luebs Yes: David Woodward, Michael Spisz, Michael Gingell, Penny Luebs, Karen Joliat, Kristen Nelson, Robert Hoffman, Philip Weipert, Gwen Markham, Angela Powell, Marcia Gershenson, Janet Jackson, Gary McGillivray, William Miller III, Yolanda Smith Charles, Charles Cavell, Ajay Raman (17) No: None (0) Abstain: None (0) Absent: Christine Long, Brendan Johnson (2) Passed Page 1 of 31 INTERLOCAL AGREEMENT INTERGOVERNMENTAL CONTRACT BETWEEN OAKLAND COUNTY AND ROCHESTER HILLS PUBLIC LIBRARY This Contract (the "Contract") is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and the Rochester Hills Public Library ("Public Body") 500 Olde Towne Road, Rochester, MI 48307-2043. County and Public Body may be referred to individually as a “Party” and jointly as "Parties". PURPOSE OF THIS CONTRACT. County and Public Body enter into this Contract pursuant to the Urban Cooperation Act of 1967, 1967 Public Act 7, MCL 124.501 et seq., for the purpose of County Sponsoring the Public Body event described below in Exhibit IX: Scope of Deliverables/Financial Obligations. The Parties agree to the attached terms and conditions. FOR THE PUBLIC BODY: IN WITNESS WHEREOF, [insert name and title of public body official] hereby acknowledges that they have been authorized by a resolution of the Rochester Hills Public Library, a certified copy of which is attached, to execute this Contract on behalf of Public Body and hereby accepts and binds Public Body to the terms and conditions of this Contract. EXECUTED: ____________________________________ DATE: _______________ [insert name of official, title] Rochester Hills Public Library FOR THE COUNTY: IN WITNESS WHEREOF, David T. Woodward, Chair, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners to execute this Contract on behalf of Oakland County, and hereby accepts and binds Oakland County to the terms and conditions of this Contract. EXECUTED: ____________________________________ DATE: _______________ David T. Woodward, Chair Oakland County Board of Commissioners OAKLAND COUNTY Page 2 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. Public Body’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” mean any alleged losses, claims, complaints, demands for relief or damages, lawsuits, causes of action, proceedings, judgments, deficiencies, liabilities, penalties, litigation, costs, and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation expenses, litigation expenses, amounts paid in settlement, and/or other amounts or liabilities of any kind which are incurred by or asserted against County or Public Body, or for which County or Public Body may become legally and/or contractually obligated to pay or defend against, whether direct, indirect or consequential, whether based upon any alleged violation of the federal or the state constitution, any federal or state statute, rule, regulation, or any alleged violation of federal or state common law, whether any such claims are brought in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. OAKLAND COUNTY Page 3 1.4. “Confidential Information” means all information and data that the County is required or permitted by law to keep confidential, which includes computer software, cybersecurity assessments and plans and measures to protect the County’s security. 1.5. “Contract” means this document and any other documents expressly incorporated herein. 1.6. “Public Body” means the Rochester Hills Public Library which is an entity created by state or local authority or which is primarily funded by or through state or local authority, including, but not limited to, its council, its Board, its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, subcontractors, attorneys, volunteers, and/or any such persons’ successors. For purposes of this Contract, Public Body includes any Michigan court, when acting in concert with its funding unit. 1.7. “Public Body Employee” means any employee; officer; director; member; manager; trustee; volunteer; attorney; licensee; contractor; subcontractor; independent contractor; subsidiary; joint venture; partner or agent of Public Body; and any persons acting by, through, under, or in concert with any of the above, whether acting in their personal, representative, or official capacities. Public Body Employee shall also include any person who was a Public Body 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: Public Body Insurance Requirements 1.8.2. ☐ Exhibit II: Business Associate Agreement (Health Insurance Portability and Accountability Act Requirements) 1.8.3. ☐ Exhibit III: Requirements for Public Body’s with Access to County PII (Personally Identifiable Information) 1.8.4. ☐ Exhibit IV: Requirements for Public Body’s 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 Deliverables/Financial Obligations 1.9. “County” means the County of Oakland, a Municipal and Constitutional Corporation, its departments, divisions, authorities, boards, committees, and “County Agents” as defined below. 1.10. “County Agent” means any elected and appointed officials; directors; board members; council members; commissioners; employees; and volunteers of the County; whether acting in their personal, OAKLAND COUNTY Page 4 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. 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 January 1, 2023. 1.16. “Expiration Date” means 11:59.59 p.m. on December 31, 2027. 1.17. “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. 1.18. “Iran-Linked Business” is defined in the Michigan Compiled Laws (MCL), specifically MCL 129.312, being Section 2 of Public Act 517 of 2012. 1.19. “Not to Exceed Amount” means $150,840.00 (One Hundred and Fifty Thousand Eight Hundred and Forty Dollars and Zero Cents) annually with a 3% annual increase for a maximum of 5 years, 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 Public Body during the term of this Contract. §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. Legal Effect. This Contract shall be effective and binding when all of the following occur: (a) this Contract is signed by an authorized Public Body Employee, legally authorized to bind Public Body; (b) this Contract is signed by the Chair of the County Board of Commissioners; (c) all Public Body certificates of insurance required by this Contract, if any, are submitted and accepted by the County; and (d) any other conditions precedent to this Contract have been met. OAKLAND COUNTY Page 5 §3. CONTRACT ADMINISTRATION AND AMENDMENTS 3.1. Contract Issuance. This Contract may only be issued on behalf of the County by the County Board of Commissioners. The Chief of Staff for the County Board of Commissioners is the primary point of contact for the County regarding all procurement and contractual matters relating to this Contract. The County Board of Commissioners is the only County board/office/department authorized to make any Amendments to this Contract. 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. Reserved. 3.4. Contract Administrators. The County may designate an employee or agent to act as its Contract Administrator(s). Public Body may designate its employee or agent to act as its Contract Administrator(s). 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. 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 Public Body policies or agreements published on Public Body’s website or otherwise. Amendments to this Contract shall be issued on behalf of the County only by the County Board of Commissioners. An Amendment shall be effective when signed by the Chair of the County Board of Commissioners and an authorized Public Body Employee. 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 Public Body is directed to perform work that Public Body believes is a change in the Contract/Deliverables, then Public Body must notify the County that it believes the requested work is a change to the Contract before performing the requested work. If Public Body fails to notify the County before beginning the requested work, then Public Body waives any claims for additional compensation for performing the requested work. If Public Body begins work that is outside the scope of this Contract or begins work before an Amendment is executed and then stops performing that work, Public Body 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 Public Body invoices, packing slips, receipts, acknowledgments, click-through licenses, and similar documents shall not change the terms and conditions of this Contract. OAKLAND COUNTY Page 6 §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 Public Body, 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 one hundred and twenty (120) Days’ notice to Public Body, 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. Public Body Termination. Public Body may terminate or cancel this Contract, in whole or part, upon thirty (30) Days’ written notice to the County, only 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 Public Body may have realized but for the termination or cancellation of this Contract. The County shall not be obligated to pay Public Body 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. Public Body’s Obligations Upon Termination. If the County terminates this Contract, for any reason, then Public Body 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 Public Body’s possession; (c) return all materials and property provided to Public Body by the County; (d) unless otherwise directed by the County, transfer title in and deliver to the County all Deliverables in the possession of Public Body or Public Body Employees (which Deliverables are transferred to the County “As-Is”, except to the extent the amounts paid by the County for these Deliverables include warranties or warranty services and, in that situation, the Deliverables will be transferred with the warranty or warranty services and not “As-Is”); and (e) take any action to mitigate and limit any potential damages, including terminate or limit, as applicable, those subcontracts and outstanding orders for materials and supplies connected with or related to this Contract. OAKLAND COUNTY Page 7 4.5. Assumption of Subcontracts. If Public Body 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. Public Body shall provide all Deliverables identified in and as set forth in Exhibit IX, any purchase orders, or any Amendments to this Contract. 5.2. Reserved. 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 or a purchase order if applicable. 5.4. Payment Obligations. Except as otherwise set forth in the Exhibits, Public Body 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 Public Body’s performance of the Deliverables listed in the invoice. Invoices shall contain the following information: (a) County Contract Name; (b) dates of Deliverables; (c) itemized list of Deliverables; (d) Public Body Tax ID Number (federal and State); and (e) any other information reasonably requested by the County. 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 Public Body for Deliverables under this Contract and not any subcontractors or assignees of Public Body. 5.5. Not to Exceed Amount. The amount due and owing to Public Body, under this Contract, shall not exceed the “Not to Exceed Amount.” If Public Body can reasonably foresee that the total financial obligation for the Contract will exceed the “Not to Exceed Amount,” then Public Body shall provide the County 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 Public Body in connection with or resulting from Public Body’s performance of this Contract under any circumstances. 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 Public Body or Public Body Employees, then the County has the right to set-off those costs, loss, and/or damage from any amounts due and owing Public Body. 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 Public Body upon completion, termination, or cancellation of this Contract. County also reserves the right at any time to set-off any amounts it owes to Public Body under this Contract against any amounts that Public Body owes to County. OAKLAND COUNTY Page 8 5.8. In-Kind Services. Unless expressly provided herein, this Contract does not authorize any in-kind services by either Party. §6. PUBLIC BODY’S WARRANTIES AND ASSURANCES 6.1. Full Knowledge of Contract Expectations. Public Body warrants that it had a full opportunity to review all County requirements and/or expectations for this Contract. Public Body is responsible for being adequately and properly prepared to execute this Contract. Public Body 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. Public Body 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 Public Body Policies. If the Parties expressly agree in this Contract to follow any Public Body policies, such as acceptable use or privacy policies, then Public Body 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 Public Body shall comply with all applicable grant requirements. Upon request of Public Body, the County shall provide Public Body with a copy of the applicable grant requirements. 6.5. Public Body Incidental Expenses. Except as otherwise expressly provided in this Contract, Public Body 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. Public Body 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. Public Body Employees. 6.7.1. Number and Qualifications of Public Body Employees. Public Body shall employ and assign qualified Public Body Employees as necessary and appropriate to perform this Contract. Public Body shall ensure all Public Body Employees have the knowledge, skill, and qualifications to perform this Contract and possess any necessary licenses, permits, certificates, and governmental authorizations as may be required by law. 6.7.2. Control and Supervision of Public Body Employees. Public Body shall solely control, direct, and supervise all Public Body Employees with respect to all Public Body obligations under this Contract. Public Body will be solely responsible for and fully liable for the conduct and supervision of any Public Body Employees. 6.7.3. Reserved. 6.7.4. Reserved. OAKLAND COUNTY Page 9 6.7.5. Reserved. 6.7.6. Public Body Employee Expenses. All Public Body Employees shall be employed at the Public Body’s sole expense (including employment-related taxes and insurance). Public Body warrants that all Public Body Employees shall fully comply with and adhere to the terms of this Contract. Public Body shall be solely liable for all applicable Public Body Employees’ federal, state, or local payment withholdings or contributions and/or all Public Body Employee related pension or welfare benefits plan contributions under federal or state law. Public Body shall be responsible and liable for all Claims by any Public Body Employee, arising out of any contract for hire or employer-employee relationship between Public Body and any Public Body Employee including, but not limited to, Worker’s Compensation, disability pay, or other insurance of any kind. 6.7.7. Public Body’s Compliance with the Patient Protection and Affordable Care Act. If Public Body is subject to the Patient Protection and Affordable Care Act (“ACA”), PL 111-148, 124 Stat 119, then Public Body shall ensure that all Public Body 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 Public Body is subject to the ACA, Public Body warrants it offers group health coverage to Public Body 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. Public Body warrants, whether or not it is subject to the ACA, that it will pay all applicable fees, taxes, or fines, as set forth in the employer mandates of the ACA under Tax Code §4980H and related regulations for any Public Body Employee, whether the fee, tax, or fine is assessed against the Public Body 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 Public Body or any Public Body Employee. In no event, shall Public Body Employees be deemed employees, agents, volunteers, or subcontractors of the County. Public Body shall ensure that Public Body Employees are apprised of their status and the limitations independent contractors have of this status. 6.8.2. Public Body/Public Body Employee Representations. Public Body and/or Public Body Employees shall not represent themselves as County employees. Public Body shall ensure that Public Body Employees do not represent themselves as County employees. 6.8.3. County Benefits and Plans. Public Body and Public Body 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, Public Body 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 Public Body regarding its understanding of the role of independent contractors, its stated relationship OAKLAND COUNTY Page 10 to Public Body Employees, and other representations Public Body has made regarding the management and performance oversight of Public Body Employees. 6.8.5. Independent Employment Status. If Public Body provides Public Body Employees for staffing and/or leasing services to County, those Public Body Employees shall sign Exhibit VIII, Acknowledgement of Independent Employment Status, prior to performing services for the County. 6.9. Permits and Licenses. Public Body 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, Public Body shall furnish copies of any permit, license, certificate, or governmental authorization necessary to perform this Contract. 6.10. Reserved. 6.11. Reserved. 6.12. Reserved. 6.13. Taxes. 6.13.1. Public Body Taxes. Public Body 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 Public Body 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. Public Body 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. Public Body 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 Public Body 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. Public Body 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 Public Body knows or has reason to know that the goods will be used for a particular purpose and the County is relying on Public Body’s skill or judgment to select or furnish the goods, then there is a warranty that the goods are fit for a particular purpose. OAKLAND COUNTY Page 11 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. 6.16. ADA and Section 508 Compliance. If Public Body is providing a Deliverable that requires County Agents or the public to use a software application or to access a website, Public Body 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. Public Body’s Deliverable will conform, where relevant, to level AA of the World Wide Web Consortium (W3C) Web Content Accessibility Guidelines (WCAG) 2.0. Public Body 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 Public Body’s Deliverables Exhibit IX. §7. LIABILITY 7.1. RESPONSIBILITY FOR CLAIMS. Each Party shall be responsible for any Claims made against that Party by a third party, and for the acts of its employees arising under or related to this Contract. Except as provided in this Contract, in any Claim that may arise from the performance of this Contract, each Party shall seek its own legal representation and bear the costs associated with such representation, including judgments and attorney fees. 7.2. NO INDEMNIFICATION FROM THE COUNTY. PUBLIC BODY 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 PUBLIC BODY FOR THE DELIVERABLES UNDER THIS CONTRACT. §8. INSURANCE AND BOND REQUIREMENTS OAKLAND COUNTY Page 12 8.1. Public Body Provided Insurance. If required, at all times during this Contract, Public Body shall obtain and maintain insurance according to the requirements listed in Exhibit I. 8.2. Reserved. §9. INTELLECTUAL PROPERTY 9.1. Public Body Use of County Licensed Software. In order for Public Body to perform this Contract, the County may permit Public Body or Public Body Employees to access certain Software licensed to the County. Public Body or Public Body 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 Public Body nor Public Body Employee shall produce a source listing, decompile, disassemble, or otherwise reverse engineer any Software. Neither Public Body nor Public Body Employee shall use any Software contrary to the provisions of any applicable Software license agreement or state or federal law. 9.2. Public Body License to Use County Servicemarks. If this Contract involves the use of County servicemarks, then Public Body is granted a license to use the servicemarks subject to the terms listed in Exhibit VII. Public Body shall only use the servicemarks as directed by the County in Exhibit VII. If Exhibit VII is not selected and attached to this Contract, Public Body 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 Public Body, Public Body agrees that Public Body shall have no copyright, patent, trademark, or trade secret rights in County Intellectual Property. 9.4. Infringement Remedies. If, in either Party’s opinion, any of the services or Deliverables supplied by Public Body or Public Body Employees are likely to become the subject of a copyright, patent, trademark, or trade secret infringement claim, Public Body 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 Public Body; (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. Public Body Use of Confidential Information. Public Body and Public Body Employees shall use appropriate safeguards to protect the confidentiality and integrity of Confidential Information. Public Body shall not reproduce, provide, disclose, or give access of Confidential Information to any Public Body Employee or third-party not having a legitimate need to know. Public Body and Public Body Employees shall only use the Confidential Information for performance of this Contract. Notwithstanding the foregoing, Public Body may disclose the Confidential Information, if required by law, statute, or other legal process; provided that Public Body: (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) OAKLAND COUNTY Page 13 makes only such disclosure as is compelled or required. This Contract imposes no obligation upon Public Body with respect to any Confidential Information which Public Body can establish by legally sufficient evidence: (a) was in possession of or was known by Public Body, prior to its receipt from the County, without any obligation to maintain its confidentiality; or (b) is obtained by Public Body 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 Public Body 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 Public Body 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 Public Body 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. Public Body and Public Body 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. Public Body and Public Body Employees may not use, sell, rent, transfer, distribute, or otherwise disclose or make available County Data to any third-party, for Public Body’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. Public Body or Public Body 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 Public Body or Public Body Employees. Upon Discovery of a Security Breach, Public Body 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. 11.3. Storage of County Data. Public Body shall only store and process County Data at and from data centers located within the United States. Public Body shall not permit Public Body Employees to store County Data on portable devices, including, but not limited to, personal computers, tablets, laptops, and phones, 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. Public Body shall permit its Public Body Employees to access County Data remotely only as required to provide the Deliverables. 11.4. Reserved. OAKLAND COUNTY Page 14 11.5. Response to Legal Request for County Data. Public Body shall respond to and be responsible for Freedom of Information Act requests relating to Public Body’s records, data, or other information. If the County receives a Court Order, a Freedom of Information Act (FOIA) request, or other legal request to provide County Data held by Public Body, then Public Body 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, Public Body 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 Public Body provides a technology application or requires the use of the Internet to access a Deliverable, the following sections apply: 12.1. County Standards. If Public Body and Public Body Employees that will be given access to the County Network, Public Body and Public Body Employees shall comply with the County Electronic Communications and Use of Technology Policy. 12.2. Implementation of Security Measures. Public Body shall implement and maintain appropriate administrative, technical, and organizational security measures to safeguard against unauthorized access to the County Network and County Data. Such measures shall be in accordance with security industry best practice and not less stringent than the measures Public Body applies to protect its own data of a similar kind. 12.3. Reserved. §13. GENERAL TERMS AND CONDITIONS 13.1. Access to County Property or Facilities. If set forth in this Contract, Public Body may have access to and the right to use County property and facilities necessary to perform this Contract. Unless otherwise provided in this Contract or Public Body receives prior written permission from the County’s Director responsible for the department requiring access outside of Business Days, Public Body 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. Public Body 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, Public Body 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 Public Body's Personal Property. At the expiration or termination of this Contract, Public Body shall leave County property or facilities in the same condition that Public Body found them and OAKLAND COUNTY Page 15 clean of all rubbish. Public Body shall remove all of its personal property within thirty (30) Days of expiration or termination of this Contract. If Public Body 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 Public Body 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. Public Body shall be responsible for any damage to any County property or a facility that is caused by Public Body or Public Body 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 Public Body 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 Public Body. 13.6. Damage to Public Body’s Property. Public Body shall be solely liable and responsible for any loss or damage to Public Body’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 Public Body to suspend performance of this Contract if Public Body has failed to comply with any federal, state, or local laws or any requirements contained in this Contract. The right to suspend performance of this Contract is in addition to the County’s right to terminate and/or cancel this Contract. The County shall incur no penalty, expense, or liability to Public Body if the County suspends performance of this Contract under this Section. 13.8. Discrimination. Public Body, 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, Public Body shall disclose to the County the identity of all Public Body Employees and all Family Members of Public Body 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. Public Body shall also disclose to the County the identity of all County Agents and all Family Members of County Agents who: a) are employed by Public Body on the date the Contract is executed; and b) become employed by Public Body 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. OAKLAND COUNTY Page 16 13.10. Access and Records. Public Body 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 Public Body 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 Public Body Employee during the term of this Contract and for a period of three years after final payment. Public Body 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. Public Body’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 Public Body’s response will be included in the final report. Failure by Public Body 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, Public Body may assign, delegate, or subcontract this Contract to an affiliate or subsidiary as long as the affiliate or subsidiary is adequately capitalized and can provide adequate written assurances to the County that the affiliate or subsidiary can perform this Contract. The County may withhold consent, if the County determines that the assignment, delegation, or subcontract would impair performance of this Contract or the County’s ability to recover damages under this Contract. Public Body 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 Public Body 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. Public Body Responsibility for Assigns/Delegates/Subcontractors. If Public Body assigns, delegates, or subcontracts this Contract, in whole or in part, Public Body shall remain the sole point of contact regarding all matters under this Contract and shall remain liable for performance of this Contract. Public Body 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, Public Body 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 Public Body. 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, Public Body’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 Public OAKLAND COUNTY Page 17 Body performs. Except as provided in this Contract, this Contract shall not be construed to guarantee Public Body or any Public Body 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. Public Body’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. 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. Public Body shall comply with all federal, state, and local laws, statutes, ordinances, regulations, executive orders, insurance policy requirements, and requirements applicable to its activities under this Contract. Public Body 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. Public Body 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 Public Body. Unless otherwise specified, Notice to Public Body shall be addressed to the Contract Administrator designated by Public Body. OAKLAND COUNTY Page 18 13.18.3. Notice to County. Unless otherwise specified herein, Notice to the County shall be addressed to the County Contract Administrator(s) designated by County. 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 conditions shall remain in full force and effect. Notwithstanding the above, if Public Body’s promise to indemnify or hold the County harmless is found illegal or invalid, Public Body 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 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, OAKLAND COUNTY Page 19 agreements, or contracts between the Parties. The language of this Contract shall be construed as a whole according to its fair meaning and not construed strictly for or against any Party. OAKLAND COUNTY Page 20 EXHIBIT I PUBLIC BODY INSURANCE REQUIREMENTS During this Contract, the Public Body shall provide and maintain, at Public Body’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 Public Body. 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. Public Body must comply with one of 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 OAKLAND COUNTY Page 21 Exemption. Evidence of workers’ compensation insurance is not necessary if neither Public Body nor any Public Body 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. 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 Public Body 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. OAKLAND COUNTY Page 22 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. 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 Public Body; 4. Public Body 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, OAKLAND COUNTY Page 23 employees, appointees, and commissioners as additional insured where permitted by law and policy form; 6. If the Public Body’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 Public Body under contract. 7. The Public Body shall require its contractors or sub-contractors, not protected under the Public Body’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 Public Body’s state of domicile and shall have and maintain a minimum A.M. Best’s rating of A- unless otherwise approved by the County Risk Management Department. OAKLAND COUNTY Page 24 OAKLAND COUNTY Page 25 EXHIBIT VII LICENSE FOR USE OF COUNTY SERVICEMARK County grants to Public Body 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 ☒ Public Body’s website: [https://otbs.rhpl.org/]. Public Body shall not use the Mark for any other purpose. The Mark must be used by Public Body as shown in the Servicemark Guidelines, with no variations of color, font or proportion. Public Body acknowledges that the County has intellectual property rights in the Mark. Nothing in this Contract gives Public Body any right, title, or interest in the Mark. Public Body may not take any action that will interfere with County’s rights in the Mark. The County may terminate Public Body’s rights under this Exhibit, if County notifies Public Body it has breached the terms of this Exhibit and Public Body fails to cure the breach within ten (10) business days of notice of breach. Following termination of this Exhibit, Public Body shall have ten (10) business days to remove the Mark from the materials and/or website authorized for use above. Public Body shall provide County with written confirmation that such actions have been taken. Upon termination of the Contract, Public Body shall cease all use of the Mark. OAKLAND COUNTY Page 26 Servicemark Guidelines The Guidelines for proper use of the Mark provided to the Public Body are as follows: OAKLAND COUNTY Page 27 Do not provide copies to a third-party of any artwork provided to you by County and referenced in this Exhibit without the express consent of County. OAKLAND COUNTY Page 28 EXHIBIT VIII ACKNOWLEDGEMENT OF INDEPENDENT EMPLOYMENT STATUS I, , acknowledge that I am an employee or subcontractor of (Name of Public Body): (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 Public Body. 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: OAKLAND COUNTY Page 29 Witness: Date: Print Name: *Public Body or Public Body Employee must provide a copy of completed form to the County to receive a County Identification badge. OAKLAND COUNTY Page 30 EXHIBIT IX SCOPE OF DELIVERABLES/FINANCIAL OBLIGATIONS 1. Rochester Hills Public Library (RHPL) Responsibilities: 1.1. Public body must fulfill all National Library Service for the Blind and Print Disabled (NLS) requirements of an Advisory and Outreach Center Sub-Regional Library as described below. The name for the Library for the Visually and Physically Impaired is established as the Oakland Talking Book Service@RHPL (OTBS@RHPL). 1.1.1. Public body must staff according to NLS staffing model formula to provide access to the NLS system to help patrons sign up for free special-format library service, assist with issues concerning equipment, suggest and locate titles of interest, and help receive access to the BARD (Braille and Audio Reading Download) website and app. All of these interactions can be done remotely, via telephone, fax, postage-free mail, or e-mail. 1.1.2. Public body must be eligible upon award and maintain qualification status to receive state funds by operating in accordance with the current minimum specifications as defined by NLS. Public body shall act in compliance with all NLS required standards, guidelines, and procedures. 1.1.3. Public body shall provide active outreach to individuals who are blind, visually impaired, physically disabled, and reading disabled throughout the county who qualify for service. 1.2. Reporting Requirements. Public body shall be responsible for submitting financial and program reports annually and upon request to funding sources including, but not limited to, detailed expenditures and key data metrics and shall submit a copy of such reports to the Oakland County Board of Commissioners. OAKLAND COUNTY Page 31 1.3. Operation. The OTBS@RHPL will be available to the public at all times that the Public Body is available to the public. Public body will comply with the standard service and operational requirements and policies as detailed by the NLS. 1.4. Public Body agrees to invoice the County on January 1 of each year this Agreement is in place. 1.5. Appropriation of Funds. Public Body shall have full discretion in the use of funds provided by the County, and any other funds such as gifts, grants, endowments, state aid or federal aid directed to Public Body. The Public Body shall comply with any state or federal requirements regarding use of all funds. 2. County Responsibilities: 2.1. Consideration. For performing the services as outlined in this agreement, public body shall be paid by the County the sum of $150,840.00 (One Hundred and Fifty Thousand Eight Hundred and Forty Dollars and Zero Cents) annually with a 3% annual increase upon approval of detailed expenditures report. 2.2. The County agrees to make its initial payment upon execution of this Agreement. The County will make four subsequent payments to the Public Body annually for the duration of this Agreement upon being invoiced by the Public Body. The County agrees to pay the Public Body within 30 days of being issued the invoice.