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HomeMy WebLinkAboutReports - 2023.04.20 - 38136 AGENDA ITEM: Extension for One-Year with Norstan for SL-100 Phone Service Support DEPARTMENT: Information Technology MEETING: Board of Commissioners DATE: Thursday, April 20, 2023 6:00 PM - Click to View Agenda ITEM SUMMARY SHEET COMMITTEE REPORT TO BOARD Resolution #2023-2794 Motion to approve the extension of the existing contract with Norstan Communications for 12 months through March 2024 and that a budget amendment is not required at this time as there is sufficient funding within the Information Technology Fund (#63600) to cover the negotiated cost of the contract extension in the amount of $427,209.60. ITEM CATEGORY SPONSORED BY Contract Gwen Markham INTRODUCTION AND BACKGROUND The Universal Communications and Collaboration (UCC) Program was established, as approved by the Board of Commissions pursuant to Miscellaneous Resolution #19037, to replace the legacy SL100 Phone System with VoIP technologies. The migration of all County employee desk phones has been completed, with tenant phones and other telephony services actively in progress. The timeline to complete the remaining migrations has been extended, as additional time is required to coordinate with third-party vendors. In addition, it has been determined that a few of the services are not compatible with the new VOIP technology and alternative replacement solutions need to be evaluated. The Board of Commissioners had previously approved extensions to the contract with Norstan/Black Box for continued support of the SL100 services, pursuant to Miscellaneous Resolution #21338 . This request to extend the contract for an additional year is imperative to receive continued support for critical services until the UCC Program is completed. The Board of Commissioners, pursuant to Miscellaneous Resolution #19037, authorized the Universal Communications and Collaboration (UCC) Program Phase II Project to replace the legacy SL100 Phone System. The SL100 phone system is supported by Norstan Communications and requires continued support and maintenance until the UCC Program is fully implemented in 2024. The current contract between Oakland County and Norstan Communications was executed on 10/1/2016, and expires on 3/31/2023. Information Technology has negotiated a cost of $106,804.90 per quarter, for a total 12 month NTE increase of $427.209.60 and the Purchasing Terms and Conditions, in Section 2400.6 Duration of Contracts and under Procedure states "The Board of Commissioners shall approve contracts beyond five years." BUDGET AMENDMENT REQUIRED: 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 Sean Carlson, Deputy County Executive II ITEM REVIEW TRACKING Gwen Markham, Board of Commissioners Created - AGENDA DEADLINE: 04/20/2023 6:00 PM ATTACHMENTS 1. Amendment May 3, 2019 2. Amendment July 19, 2019 3. Amendment September 13, 2019 4. Amendment February 11, 2020 5. Amendment February 17, 2021 6. Amendment September 27, 2021 7. Amendment March 2, 2022 8. Amendment August 19, 2022 9. Amendment December 7, 2022 10. Norstan Communications (1) COMMITTEE TRACKING 2023-04-12 Finance - Recommend to Board 2023-04-20 Full Board - Approve Motioned by: Commissioner Robert Hoffman Seconded by: Commissioner Michael Gingell Yes: David Woodward, Michael Spisz, Michael Gingell, Penny Luebs, Karen Joliat, Kristen Nelson, Christine Long, Robert Hoffman, Philip Weipert, Marcia Gershenson, Janet Jackson, William Miller III, Yolanda Smith Charles, Charles Cavell, Brendan Johnson, Ajay Raman (16) No: None (0) Abstain: None (0) Absent: Gary McGillivray, Gwen Markham, Angela Powell (3) Passed AMENDMENT OF CONTRACT 005700 Page 1 OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE PURCHASING Compliance Office | Purchasing 248-858-0511 | purchasing@oakgov.com Rev 2015/12/02(v2) IT RLB AMENDMENT OF CONTRACT 005700 AMENDMENT 05 AMENDMENT DATE: July 19, 2019 This AMENDMENT OF CONTRACT (hereafter this "Amendment") is made and entered into by and between the Contractor named and identified below, (hereafter “Contractor”) and the COUNTY OF OAKLAND (hereafter “County”) whose address is 2100 Pontiac Lake Rd, Waterford, MI 48328. CONTRACTOR ADDRESS Norstan Communications Inc 10050 Crosstown Circle Ste 600 Eden Prairie, MN 55344 Vendor Number: 22686 The County and Contractor agree and acknowledge that the purpose of this Amendment is to modify as provided herein and otherwise continue the present contractual relationship between the Parties as described in their current contract with the same contract number as above. In consideration of the extension of the mutual promises, representations, assurances, agreements, and provisions in the Contract and this Amendment, the adequacy of which is hereby acknowledged by the Parties, the County and Contractor hereby agrees to amend the current Contract as follows: 1.0 The County and Contractor agree that any and all defined words or phrases in the current Contract between the parties will apply equally to and throughout the amendment. 2.0 The Parties agree that any and all other terms and conditions set forth in the current Contract between the Parties shall remain in full force and effect and shall not be modified, excepted, diminished, or otherwise changed or altered by this Amendment except as otherwise expressly provided for in this Amendment. 3.0 Description of Change: Add $160,000.00 to the contract Not to Exceed (NTE) amount. The contract NTE will change from $45,435.59 to $205,435.59. AMENDMENT OF CONTRACT 005700 Page 2 OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE PURCHASING Compliance Office | Purchasing 248-858-0511 | purchasing@oakgov.com Rev 2015/12/02(v2) For and in consideration of the mutual assurances, promises, acknowledgments, warrants, representations, and agreements set forth in the Contract and this Amendment, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the undersigned hereby execute this Amendment on behalf of the County, and Contractor and by doing so legally obligate and bind the County and Contractor to the terms and conditions of the Contract and this Amendment. THE CONTRACTOR: SIGN / DATE: Norstan Communications Inc THE COUNTY OF OAKLAND: SIGN / DATE: Pamela L. Weipert, CPA CIA, Compliance Officer or Scott N. Guzzy, CPPO, MBA, Purchasing Administrator cjs Ryan C. Strickland (Jul 19, 2019) Ryan C. Strickland Scott N. Guzzy (Jul 19, 2019) Scott N. Guzzy AMENDMENT OF CONTRACT 008558 Page 1 Rev 2022/05/11   IT WKP    AMENDMENT OF CONTRACT 008558    AMENDMENT 11    AMENDMENT DATE: August 19, 2022    This AMENDMENT OF CONTRACT (hereafter this "Amendment") is made and entered into by and between the  Contractor named and identified below, (hereafter “Contractor”) and the COUNTY OF OAKLAND (hereafter  “County”) whose address is 2100 Pontiac Lake Rd, Waterford, MI 48328.    CONTRACTOR ADDRESS  Norstan Communications Inc 9155 Cottonwood Lane  Maple Grove, MN 55369 Vendor Number: 22686    The County and Contractor agree and acknowledge that the purpose of this Amendment is to modify as  provided herein and otherwise continue the present contractual relationship between the Parties as described  in their current contract with the same contract number as above.    In consideration of the extension of the mutual promises, representations, assurances, agreements, and  provisions in the Contract and this Amendment, the adequacy of which is hereby acknowledged by the Parties,  the County and Contractor hereby agrees to amend the current Contract as follows:    1.0 The County and Contractor agree that any and all defined words or phrases in the current Contract  between the parties will apply equally to and throughout the amendment.    2.0 The Parties agree that any and all other terms and conditions set forth in the current Contract  between the Parties shall remain in full force and effect and shall not be modified, excepted,  diminished, or otherwise changed or altered by this Amendment except as otherwise expressly  provided for in this Amendment.     3.0 Description of Change:   Due to conversion to Workday financial system, Oakland County is assigning a new contract  number.  The old contract number 005700 will be replaced by 008558.    Add $85,000.00 to the Contract Not to Exceed (NTE) amount.  Extend contract expiration date from 09/30/22 to 12/31/22.  AMENDMENT OF CONTRACT 008558 Page 2 Rev 2022/05/11   For and in consideration of the mutual assurances, promises, acknowledgments, warrants, representations,  and agreements set forth in the Contract and this Amendment, and for other good and valuable consideration,  the receipt and adequacy of which is hereby acknowledged, the undersigned hereby execute this Amendment  on behalf of the County, and Contractor and by doing so legally obligate and bind the County and Contractor to  the terms and conditions of the Contract and this Amendment.          THE CONTRACTOR:    SIGN / DATE:                Norstan Communications Inc          THE COUNTY OF OAKLAND:    SIGN / DATE:          Scott N. Guzzy, CPPO, MBA, Purchasing Administrator           cjs  Ryan C. Strickland (Aug 19, 2022 08:39 CDT) Ryan C. Strickland Scott N. Guzzy (Aug 21, 2022 07:18 EDT) AMENDMENT OF CONTRACT 008558 Page 1 Rev 2022/05/11   IT WKP    AMENDMENT OF CONTRACT 008558    AMENDMENT 12    AMENDMENT DATE: December 7, 2022    This AMENDMENT OF CONTRACT (hereafter this "Amendment") is made and entered into by and between the  Contractor named and identified below, (hereafter “Contractor”) and the COUNTY OF OAKLAND (hereafter  “County”) whose address is 2100 Pontiac Lake Rd, Waterford, MI 48328.    CONTRACTOR ADDRESS  Norstan Communications Inc 9155 Cottonwood Lane  Maple Grove, MN 55369 Vendor Number: 22686    The County and Contractor agree and acknowledge that the purpose of this Amendment is to modify as  provided herein and otherwise continue the present contractual relationship between the Parties as described  in their current contract with the same contract number as above.    In consideration of the extension of the mutual promises, representations, assurances, agreements, and  provisions in the Contract and this Amendment, the adequacy of which is hereby acknowledged by the Parties,  the County and Contractor hereby agrees to amend the current Contract as follows:    1.0 The County and Contractor agree that any and all defined words or phrases in the current Contract  between the parties will apply equally to and throughout the amendment.    2.0 The Parties agree that any and all other terms and conditions set forth in the current Contract  between the Parties shall remain in full force and effect and shall not be modified, excepted,  diminished, or otherwise changed or altered by this Amendment except as otherwise expressly  provided for in this Amendment.     3.0 Description of Change:   Add $98,000.00 to the Contract Not to Exceed (NTE) amount.    Extend contract expiration date from 12/31/22 to 03/31/23.  AMENDMENT OF CONTRACT 008558 Page 2 Rev 2022/05/11   For and in consideration of the mutual assurances, promises, acknowledgments, warrants, representations,  and agreements set forth in the Contract and this Amendment, and for other good and valuable consideration,  the receipt and adequacy of which is hereby acknowledged, the undersigned hereby execute this Amendment  on behalf of the County, and Contractor and by doing so legally obligate and bind the County and Contractor to  the terms and conditions of the Contract and this Amendment.          THE CONTRACTOR:    SIGN / DATE:                Norstan Communications Inc          THE COUNTY OF OAKLAND:    SIGN / DATE:          Scott N. Guzzy, CPPO, MBA, Purchasing Administrator           cjs  Ryan Strickland (Dec 7, 2022 11:59 CST) Ryan Strickland Scott N. Guzzy (Dec 7, 2022 14:10 EST) Scott N. Guzzy OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004763 Page 1 Rev 2015/09/30(v2) OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE PURCHASING Compliance Office | Purchasing 248-858-0511 | purchasing@oakgov.com Buyer: RLB CONTRACT NUMBER: 004763 Event # 003557 CONTRACT between the COUNTY OF OAKLAND and CONTRACTOR The Parties agree to the attached terms and conditions: FOR THE CONTRACTOR: SIGN: FOR THE COUNTY: SIGN: SIGN: Contract Administrator Pamela L. Weipert, CPA, CIA, Compliance Officer or Scott N. Guzzy, CPPO, MBA, Purchasing Admin Not To Exceed Amount: $652,439.13 Effective Date: 10/1/2016 Expiration Date: 9/30/2019 Contract Description: Nortel Meridian SL-100 Maint P Contractor Information: Black Box Network Services, Inc. – Government Solutions Contract Administrator (If Different): Black Box Network Services Inc Anthony Hawks 1010 Haley Road Murfreesboro, TN 37129 Vendor No: 17552 Compliance Office Purchasing Information: Contract Administrator Oakland County Using Department: Buyer: Richard Brower Oakland County 2100 Pontiac Lake Rd Bldg 41W Waterford, MI 48328-0462 248-858-0511 purchasing@oakgov.com Edwin Poisson Administrator 1200 N Telegraph Rd 49 W Waterford MI 48341 CLA Anthony Hawks (Jun 16, 2016) Anthony Hawks Edwin Poisson (Jun 16, 2016)Scott N. Guzzy (Jun 16, 2016) Scott N. Guzzy OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004763 Page 2 Rev 2015/09/30(v2) OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE PURCHASING Compliance Office | Purchasing 248-858-0511 | purchasing@oakgov.com This Contract is organized and divided into the following Sections for the convenience of the Parties. Section 1. Contract Definitions Section 2. Contract Term and Renewal Section 3. Contract Administration and Amendments Section 4. Contract Termination Section 5. Scope of Deliverables and Financial/Payment Obligations Section 6. Contractor’s Warranties and Assurances Section 7. Liability Section 8. Contractor Provided Insurance Section 9. Intellectual Property and Confidentiality Section 10. General Terms and Conditions §1. CONTRACT DEFINITIONS The following words when printed with the first letter capitalized shall be defined and interpreted as follows, whether used in the singular or plural, nominative or possessive case, and with or without quotation marks: 1.1. “Amendment” means any change, clarification, or modification to this Contract. 1.2. “Business Day” means Monday through Friday from 8:00 a.m. to 5:00 p.m., excluding County designated holidays. 1.3. “Claims” means any loss; complaint; demand for relief or damages; lawsuit; cause of action; proceeding; judgment; penalty; costs or other liability of any kind which is imposed on, incurred by, or asserted against the County or for which the County may become legally or contractually obligated to pay or defend against, whether commenced or threatened, including, but not limited to, reimbursement for reasonable attorney fees, mediation, facilitation, arbitration fees, witness fees, court costs, investigation expenses, litigation expenses, or amounts paid in settlement. 1.4. “Confidential Information” means all information and data that the County is required or permitted by law to keep confidential and “Proprietary Information” as defined herein. 1.5. “Contract” means this document and any other documents expressly incorporated herein. 1.6. “Contractor” means the entity or person listed under “Contractor” on the first page of this Contract. 1.7. “Contractor Employee” means any employee; officer; director; member; manager; trustee; volunteer; attorney; licensee; contractor; subcontractor; independent contractor; subsidiary; joint venturer; partner or agent of Contractor; and any persons acting by, through, under, or in concert with any of the above, whether acting in their personal, representative, or official OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004763 Page 3 Rev 2015/09/30(v2) OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE PURCHASING Compliance Office | Purchasing 248-858-0511 | purchasing@oakgov.com capacities. Contractor Employee shall also include any person who was a Contractor Employee at any time during the term of this Contract but, for any reason, is no longer employed, appointed, or elected in that capacity. 1.8. “Contract Documents” mean the following documents, which this Contract includes and incorporates: Exhibits (Applicable if Checked) 1.8.1. ☒ Exhibit I: Contractor Insurance Requirements 1.8.2. ☐ Exhibit II: Business Associate Agreement (Health Insurance Portability and Accountability Act Requirements) 1.8.3. ☒ Exhibit III: Federally Funded Contract Requirements 1.8.4. ☐ Exhibit IV: County Service marks Licensed to Contractor 1.8.5. ☐ Exhibit V: Software License 1.8.6. ☒ Exhibit VI: Scope of Contractor Deliverables/Financial Obligations 1.9. “County” means the County of Oakland, a Municipal and Constitutional Corporation, its departments, divisions, authorities, boards, committees, and “County Agents” as defined below. 1.10. “County Agent” means any elected and appointed officials; directors; board members; council members; commissioners; employees; and volunteers of the County; whether acting in their personal, representative, or official capacities. “County Agent” shall also include any person who was a “County Agent” anytime during the term of this Contract but, for any reason, is no longer employed, appointed, or elected and in that capacity. 1.11. “County Data” means information or data provided by County to Contractor in the performance of this Contract, including, but not limited to any personally identifiable information such as names, e-mail addresses, passwords, phone numbers, and home or business addresses. County Data includes Confidential Information as defined in this Contract. 1.12. “Day” means any calendar day, which shall begin at 12:00:00 a.m. and end at 11:59:59 p.m. 1.13. “Deliverables” means goods and/or services provided under this Contract, whether tangible or intangible, and may be more specifically described in Exhibit VI. 1.14. “Effective Date” means midnight on the date listed on the first page of this Contract. 1.15. “Expiration Date” means 11:59.59 p.m. on the date listed on the first page of this Contract. 1.16. “E-Verify” means an Internet based system operated by the Department of Homeland Security (DHS) in partnership with the Social Security Administration (SSA) that allows participating employers to electronically verify the employment eligibility of their newly hired employees. Information and the registration process are found at the E-Verify website: https://e-verify.uscis.gov/enroll. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004763 Page 4 Rev 2015/09/30(v2) OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE PURCHASING Compliance Office | Purchasing 248-858-0511 | purchasing@oakgov.com 1.17. “Intellectual Property” means any developments, improvements, designs, innovation, and materials that may be the subject of a trademark/servicemark, copyright, patent, trade secret, or Proprietary Information. 1.18. “Iran-Linked Business” is defined in the Michigan Compiled Laws (MCL), specifically MCL 129.312, being Section 2 of Public Act 517 of 2012. 1.19. “Not to Exceed Amount” means the dollar amount listed on the first page of this Contract, unless amended. The “Not to Exceed Amount” is not the County’s financial obligation under this Contract, but the maximum amount that can be paid to Contractor during the term of this Contract. 1.20. “Proposal” means Contractor’s response or bid to the County’s Request for Proposal, Request for Qualifications, or Request for Quotes. 1.21. “Proprietary Information” means ideas, concepts, inventions, and processes related to the development and operation of computer software and systems such as source code, object code, security procedures, and passwords. 1.22. “Purchase Order” means the County’s written request to Contractor for Deliverables pursuant to this Contract. The Purchase Order may include terms regarding delivery schedule, payment, and transportation. 1.23. “Purchasing” means the Purchasing Unit of the Oakland County Compliance Office. §2. CONTRACT TERM AND RENEWAL 2.1. Contract Term. This Contract shall begin on the Effective Date and shall end on the Expiration Date. 2.2. Contract Renewal. Unless otherwise provided herein, the Parties are under no obligation to renew or extend this Contract after the Expiration Date. This Contract may only be extended by an Amendment. 2.3. Legal Effect. This Contract shall be effective and binding when all of the following occur: (a) this Contract is signed by a Contractor Employee, legally authorized to bind Contractor; (b) this Contract is signed by an authorized County Agent; (c) all Contractor certificates of insurance, required by this Contract, are submitted and accepted by Purchasing; and (d) any other conditions precedent to this Contract have been met. §3. CONTRACT ADMINISTRATION AND AMENDMENTS 3.1. Contract and Purchase Order Issuance. Purchasing shall issue this Contract and any Purchase Orders that may be required. Purchasing is the sole point of contact in the County regarding all procurement and contractual matters relating to this Contract and any Purchase Orders. Purchasing is the only County office/department authorized to make any Amendments to this Contract or Purchase Orders. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004763 Page 5 Rev 2015/09/30(v2) OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE PURCHASING Compliance Office | Purchasing 248-858-0511 | purchasing@oakgov.com 3.2. Purchase Orders. Purchase Orders issued under this Contract are governed by the terms and conditions of this Contract and are included and incorporated herein. 3.3. Project Managers. Each Party may designate an employee or agent to act as a Project Manager. If Project Managers are selected, they shall be listed in Exhibit VI and their duties shall be set forth in Exhibit VI. Unless otherwise stated in Exhibit VI, 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 10 of this Contract shall prevail and take precedence over any allegedly conflicting provisions in all Contract Documents, Exhibits, Purchase Orders, Amendments, and other documents expressly incorporated herein. Terms and conditions contained in Contractor invoices, packing slips, receipts, acknowledgments, click-through licenses, and similar documents shall not change the terms and conditions of this Contract. §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: OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004763 Page 6 Rev 2015/09/30(v2) OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE PURCHASING Compliance Office | Purchasing 248-858-0511 | purchasing@oakgov.com 4.1.1. Immediate Termination. The County may terminate or cancel this Contract, in whole or in part, immediately, upon notice to Contractor, if any of the following occur: (a) Contractor, officer of Contractor, or an owner of a 25% or greater share of Contractor is convicted of a criminal offense; or (b) if any third-party funding for this Contract is reduced or terminated. 4.1.2. Termination for Convenience. The County may terminate or cancel this Contract, in whole or part, at any time, upon ninety (90) Days’ notice to Contractor, for any reason, including convenience without incurring obligation or penalty of any kind. The effective date for termination or cancellation shall be clearly stated in the notice. 4.2. Contractor Termination. Contractor may terminate or cancel this Contract, in whole or part, upon one hundred and eighty (180) Days’ notice to the County, if the County breaches any duty or obligation contained herein and within such notice period has failed or has not attempted to cure the breach. The effective date of termination or cancellation and the specific alleged default shall be clearly stated in the notice to the County. 4.3. County’s Obligations Upon Termination. The County’s sole obligation in the event of termination or cancellation of this Contract is for payment of the actual Deliverables provided to the County before the effective date of termination. Under no circumstances shall the County be liable for any future loss of income, profits, any consequential damages, any loss of business opportunities, revenues, or any other economic benefit Contractor may have realized but for the termination or cancellation of this Contract. The County shall not be obligated to pay Contractor any cancellation or termination fee if this Contract is cancelled or terminated as provided herein. If the County chooses to terminate the Contract in part, then the charges payable under this Contract must be equitably adjusted to reflect those Deliverables that are terminated. 4.4. Contractor’s Obligations Upon Termination. If the County terminates this Contract, for any reason, then Contractor must do the following: (a) cease providing all Deliverables as specified at the time stated in the notice of termination; (b) take any action necessary, or as the County may direct, to preserve and protect Deliverables or other property derived or resulting from the Contract that is in Contractor’s possession; (c) return all materials, property, and County Data provided to Contractor by the County; (d) unless otherwise directed by the County, transfer title in and deliver to the County all Deliverables in the possession of Contractor or Contractor Employees (which Deliverables are transferred to the County “As-Is”, except to the extent the amounts paid by the County for these Deliverables include warranties or warranty services and, in that situation, the Deliverables will be transferred with the warranty or warranty services and not “As-Is”); and (e) take any action to mitigate and limit any potential damages, including terminating or limiting, as applicable, those subcontracts and outstanding orders for materials and supplies connected with or related to this Contract. 4.5. Assumption of Subcontracts. If Contractor is in breach of this Contract and the County terminates this Contract, then the County may assume, at its option, any subcontracts and agreements for Deliverables provided under the Contract and may pursue completion of the Deliverables by replacement Contract or otherwise as the County, in its sole judgment, deems expedient. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004763 Page 7 Rev 2015/09/30(v2) OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE PURCHASING Compliance Office | Purchasing 248-858-0511 | purchasing@oakgov.com §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 VI, any Purchase Orders, or any Amendments to this Contract. 5.2. Software License. If this Contract includes a Software License as described in Exhibit V, then the Parties shall follow the terms and conditions therein. 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 VI. The amount and manner of payment of the financial obligation shall be set forth in Exhibit VI or a Purchase Order. 5.4. Payment Obligations. Except as otherwise set forth in Exhibit VI, Contractor shall submit an invoice to the County’s Contract Administrator itemizing amounts due and owing under this Contract, as of the date of the invoice. Invoices shall contain the following information: (a) County Contract Number; (b) dates of Deliverables; (c) itemized list of Deliverables; (d) Contractor Tax ID Number (federal and State); and (e) any other information requested by Purchasing. The County shall have no obligation to make a payment under this Contract until an invoice is submitted in the form set forth herein and shall have no obligation to pay for Deliverables, which have not been invoiced (as required herein) within sixty (60) Days of Contractor’s performance. Unless otherwise set forth in Exhibit VI, the County shall only pay Contractor for Deliverables under this Contract and not any subcontractors or assignees of Contractor. 5.5. Not to Exceed Amount. The amount due and owing to Contractor, under this Contract, shall not exceed the “Not to Exceed Amount.” If Contractor can reasonably foresee that the total financial obligation for the Contract will exceed the “Not to Exceed Amount,” then Contractor shall provide Purchasing with notice of this fact at least ten (10) Days before this event. 5.6. No Obligation for Penalties/Costs/Fines. The County shall not be responsible for any cost; fee; fine; penalty; or direct, indirect, special, incidental, or consequential damages incurred or suffered by Contractor in connection with or resulting from the performance of this Contract under any circumstances. 5.7. Set-Off of County Costs. If the County incurs any costs associated with the duties or obligations of Contractor under this Contract, then the County has the right to set-off those costs from any amounts due and owing Contractor. This set-off includes withholding payment in an amount equal to the cost of any County-provided equipment, supplies, or badges that are not returned by Contractor upon completion, termination, or cancellation of this Contract. 5.8. In-Kind Services. Unless expressly provided herein, this Contract does not authorize any in- kind services by either Party. §6. CONTRACTOR’S WARRANTIES AND ASSURANCES 6.1. Full Knowledge of Contract Expectations. Contractor warrants that before submitting its Proposal and/or entering into this Contract, it had a full opportunity to review all County OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004763 Page 8 Rev 2015/09/30(v2) OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE PURCHASING Compliance Office | Purchasing 248-858-0511 | purchasing@oakgov.com requirements and/or expectations for this Contract. Contractor is responsible for being adequately and properly prepared to execute this Contract. Contractor has satisfied itself in all material respects that it will be able to perform the Contract as specified herein. 6.2. Complete and Accurate Representations. Contractor certifies that all statements, assurances, records, and materials submitted to the County in connection with seeking and obtaining this Contract have been truthful, complete, and accurate. 6.3. Access to Contractor Policies. If the Parties agree in this Contract to follow any Contractor polices, such as acceptable use or privacy policies, then Contractor shall retain each version of such policies and the effective dates and shall promptly provide such to the County, if requested. 6.4. Grant Compliance. If any part of this Contract is supported or paid for with any State, federal, or other third-party funds granted to the County, then Contractor shall comply with all applicable grant requirements. Upon request of Contractor, the County shall provide Contractor with a copy of the applicable grant requirements. 6.5. Contractor Incidental Expenses. Except as otherwise expressly provided in this Contract, Contractor shall be solely responsible and liable for all costs and expenses associated or needed to perform this Contract, including, but not limited to, any professional dues, association fees, license fees, fines, taxes, and penalties. 6.6. Equipment and Supplies. Contractor is responsible for providing all equipment and supplies to perform this Contract, which are not expressly required to be provided by the County. 6.7. Contractor Employees. 6.7.1. Number and Qualifications of Contractor Employees. Contractor shall employ and assign qualified Contractor Employees as necessary and appropriate to perform this Contract. Contractor shall ensure all Contractor Employees have the knowledge, skill, and qualifications to perform this Contract and possess any necessary licenses, permits, certificates, and governmental authorizations as may be required by law. 6.7.2. Control and Supervision of Contractor Employees. Contractor shall solely control, direct, and supervise all Contractor Employees with respect to all Contractor obligations under this Contract. Contractor will be solely responsible for and fully liable for the conduct and supervision of any Contractor Employees. 6.7.3. Removal or Reassignment of Personnel at the County’s Request. Contractor shall remove a Contractor Employee performing work under this Contract at the County’s request provided that the County’s request is based on legitimate, good-faith reasons. Replacement personnel for the removed person must be fully qualified for the position. If the removal of a Contractor Employee results in an unanticipated delay, which is attributable to the County, then this delay shall not be considered a breach of the Contract and the terms and conditions of this Contract effected by the removal will be adjusted accordingly. 6.7.4. Contractor Employee Identification. If requested by the County, Contractor Employees shall wear and display appropriate County-provided identification at all times while working on OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004763 Page 9 Rev 2015/09/30(v2) OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE PURCHASING Compliance Office | Purchasing 248-858-0511 | purchasing@oakgov.com County premises. Contractor shall return all County-provided identification upon completion of Contractor’s obligations under this Contract. 6.7.5. Background Checks. At the County’s request, Contractor Employees performing work under this Contract shall be subject to a background check by the County. The scope of the background check is at the discretion of the County and the results will be used to determine Contractor Employee’s eligibility to perform work under this Contract. Any request for background checks will be initiated by the County and will be reasonably related to the type of work requested. Contractor and Contractor Employees shall provide all information or documents necessary to perform the background check. 6.7.6. Compliance with County Security Policies and Use Policies. Contractor shall require all Contractor Employees to comply with the County’s security and acceptable use policies for County property (tangible and intangible), equipment, resources, facilities, and systems. Upon request, the County shall provide such policies to Contractor. 6.7.7. Contractor Employee Expenses. All Contractor Employees shall be employed at the Contractor’s sole expense (including employment-related taxes and insurance). Contractor warrants that all Contractor Employees shall fully comply with and adhere to the terms of this Contract. Contractor shall be solely liable for all applicable Contractor Employees’ federal, state, or local payment withholdings or contributions and/or all Contractor Employee related pension or welfare benefits plan contributions under federal or state law. Contractor shall indemnify and hold the County harmless for all Claims against the County by any Contractor Employee, arising out of any contract for hire or employer-employee relationship between Contractor and any Contractor Employee including, but not limited to, Worker’s Compensation, disability pay, or other insurance of any kind. 6.7.8. Contractor’s Compliance with the Patient Protection and Affordable Care Act. If Contractor is subject to the Patient Protection and Affordable Care Act (“ACA”), PL 111-148, 124 Stat 119, then Contractor shall ensure that all Contractor Employees, under assignment to the County, and their dependents, as defined by the ACA, are provided with or have access to insurance as required by the ACA. If Contractor is subject to the ACA, Contractor warrants it offers group health coverage to Contractor Employees and their dependents that is affordable, that provides minimum essential coverage and value, and that each offer of coverage meets the timing requirements of the ACA. Contractor warrants, whether or not it is subject to the ACA, that it will pay all applicable fees, taxes, or fines, as set forth in the employer mandates of the ACA under Tax Code §4980H and related regulations for any Contractor Employee, whether the fee, tax, or fine is assessed against the Contractor or the County. 6.8. Acknowledgment of Independent Contractor Status. 6.8.1. Independent Contractor. Nothing in this Contract is intended to establish an employer- employee relationship between the County and Contractor or any Contractor Employee. In no event, shall Contractor Employees be deemed employees, agents, volunteers, or subcontractors of the County. Contractor shall ensure that Contractor Employees are apprised of their status as and the limitations independent contractors of this status. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004763 Page 10 Rev 2015/09/30(v2) OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE PURCHASING Compliance Office | Purchasing 248-858-0511 | purchasing@oakgov.com 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. 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 oversights of Contractor Employees. 6.9. Permits and Licenses. Contractor shall be responsible for obtaining and maintaining, throughout the term of this Contract, all licenses, permits, certificates, governmental authorizations, and business/professional licenses necessary to perform this Contract. Upon request by the County, Contractor shall furnish copies of any permit, license, certificate, or governmental authorization necessary to perform this Contract. 6.10. E-Verify. In accordance with Miscellaneous Resolution No.09116 (BOC Minutes, July 30, 2009, pp 37-38), unless otherwise exempted, all service contractors who wish to contract with the County to provide services must first certify they have registered with, will participate in, and continue to utilize, once registered, the E-Verify Program (or any successor program implemented by the federal government or its departments or agencies) to verify the work authorization status of all newly hired employees employed by the Contractor. Breach of this term or condition is considered a material breach of this Contract. Contractor’s execution of this Contract constitutes a certification that they are authorized to certify on behalf of Contractor and do hereby certify on behalf of Contractor that the Contractor has registered with, has and will participate in, and does and will continue to utilize once registered and throughout the term of this Contract and any permissible extension hereof, the E-Verify Program (or any successor program implemented by the federal government or its departments or agencies) to verify the work authorization status of all newly hired employees employed by the Contractor. 6.11. Iran-Linked Business Certification. Contractor certifies that it is not an Iran-Linked Business. Contractor further certifies that it was not an Iran-Linked Business at the time it submitted its Proposal for this Contract. Contractor must promptly notify the County, if Contractor becomes an Iran-Linked Business at any time during this Contract. 6.12. Taxes. 6.12.1. Contractor Taxes. Contractor shall collect and pay its local, state, and federal taxes, including but not limited to, all employment taxes, sales taxes, personal property taxes, and real property taxes. The County shall not be liable to or required to reimburse Contractor for any local, state, or federal tax of any kind. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004763 Page 11 Rev 2015/09/30(v2) OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE PURCHASING Compliance Office | Purchasing 248-858-0511 | purchasing@oakgov.com 6.12.2. County Tax-Exempt. The County is exempt from state and local sales tax, personal property tax, and real property tax. Prices under this Contract shall not include taxes, unless the County is not tax-exempt for a specific Deliverable. Exemption certificates for sales tax will be furnished upon request. 6.13. Warranty for Services. Contractor warrants that all Deliverables that are services shall be performed in compliance with all applicable laws, statutes, regulations, ordinances, and professional standards. 6.14. Warranty for Goods. All Deliverables that are goods shall be subject to the following warranties: 6.14.1. All manufacturer’s end user warranties for goods provided hereunder are passed through to the County. Contractor will provide reasonable assistance to the County in presenting any such goods claims to the manufacturer. The County’s sole and exclusive remedy for any breach of a manufacturer’s warranty shall be limited to the remedies set forth in the manufacturer’s end use warranties for the goods. 6.14.2. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, CONTRACTOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED. ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND WARRANTY OF NONINFRINGEMENT ARE HEREBY EXPRESSLY DISCLAIMED. THIS SECTION SETS FORTH CONTRACTOR’S SOLE LIABILITY AND COUNTY’S SOLE AND EXCLUSIVE REMEDIES FOR BREACH OF SUCH WARRANTIES, AND SUCH REMEDIES ARE EXPRESSLY IN LIEU OF ALL OTHER REMEDIES BASED IN LAW OR EQUITY. 6.14.3. Warranty of Title. All goods conveyed to the County shall be conveyed and transferred: (a) with good title, (b) free from any security interest, lien, or encumbrance that the County did not have knowledge of when the Contract was executed, and (c) free of any rightful claim of infringement or similar claim by a third-party. 6.15. Response to Legal Request for County Data. If County receives a Court Order, a Freedom of Information Act (FOIA) request, or other legal request to provide County Data held by Contractor, then Contractor shall provide County Data to the County, in a format directed by the County, within the time frame required by law. §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. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004763 Page 12 Rev 2015/09/30(v2) OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE PURCHASING Compliance Office | Purchasing 248-858-0511 | purchasing@oakgov.com 7.3. Contractor Limitation of Liability. IN NO EVENT SHALL CONTRACTOR BE LIABLE FOR: (i) ANY INDIRECT, SPECIAL, INCIDENTAL, OR EXEMPLARY DAMAGES; (ii) CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, COMMERCIAL LOSS OF ANY KIND WHICH INCLUDES LOSS OF BUSINESS, PROFITS, REVENUE OR SAVINGS, AND LOSS OF DATA OR MESSAGES; OR (iii) ANY DAMAGES OF ANY KIND RESULTING FROM UNAUTHORIZED USE OF THE SYSTEM, INCLUDING, WITHOUT LIMITATION, TOLL FRAUD OR COMPUTER VIRUSES. §8. CONTRACTOR PROVIDED INSURANCE. At all times during this Contract, Contractor shall obtain and maintain insurance according to the specifications listed in Exhibit I. §9. INTELLECTUAL PROPERTY AND CONFIDENTIALITY 9.1. Contractor Use of Confidential Information/County Data. Contractor and/or Contractor Employees shall not reproduce, provide, disclose, or give access to Confidential Information or County Data to any Contractor Employee not having a legitimate need to know the Confidential Information or County Data or to any third-party. Contractor and Contractor Employees shall only use the Confidential Information and County Data for performance of this Contract. Notwithstanding the foregoing, Contractor may disclose the Confidential Information or County Data if required by law, statute, or other legal process; provided that Contractor: (a) gives the County prompt written notice of the impending disclosure, (b) provides reasonable assistance to the County in opposing or limiting the disclosure, and (c) makes only such disclosure as is compelled or required. This Contract imposes no obligation upon Contractor with respect to any Confidential Information or County Data which Contractor can establish by legally sufficient evidence: (a) was in possession of or was known by Contractor, prior to its receipt from the County, without any obligation to maintain its confidentiality; or (b) is obtained by Contractor from a third party having the right to disclose it, without an obligation to keep such information confidential. 9.2. Contractor Use of County Licensed Software. In order for Contractor to perform this Contract, the County may permit Contractor or Contractor Employees to access certain Software licensed to the County. Contractor or Contractor Employees shall not transfer, remove, use, copy, or otherwise provide or make available any such Software or documentation to any other person or entity, for any purpose, without the prior written consent of the County and/or the licensor. Furthermore, neither Contractor nor Contractor Employee shall produce a source listing, decompile, disassemble, or otherwise reverse engineer any copyrighted Software. Neither Contractor nor Contractor Employee shall use any Software contrary to the provisions of any applicable Software license agreement or state or federal law. 9.3. Contractor License to Use County Servicemarks. If this Contract involves the use of County servicemarks to perform this Contract, then Contractor is granted a license to use the servicemarks listed in Exhibit IV. Contractor shall only use the servicemarks as directed by the County. Contractor shall cease using County servicemarks upon expiration or termination of the Contract and may be requested to return any images of the servicemark retained by Contractor. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004763 Page 13 Rev 2015/09/30(v2) OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE PURCHASING Compliance Office | Purchasing 248-858-0511 | purchasing@oakgov.com 9.4. Assignment of Rights. In consideration for the performance of this Contract and the fees paid to Contractor, Contractor agrees to the following: (a) Contractor shall have no copyright, patent, trademark, or trade secret rights in County Intellectual Property; (b) any and all programs, inventions, and other work or authorship developed by Contractor while providing Deliverables to the County are works made for hire, created for, and owned exclusively by the County, unless otherwise specified in the Contract; (c) Contractor assigns to the County all rights and interest in County Intellectual Property, which Contractor has made or conceived or may make and conceive, either solely or jointly with others, either on or off County premises while performing this Contract or with the use of the time, material, or facilities of the County; and (d) Contractor and its applicable Contractor Employees shall sign any documents necessary for the County to register patents, copyrights, or trademarks with federal or state agencies. Contractor shall ensure its Contractor Employees assign their rights and interests in County Intellectual Property to the County. 9.5. Use of County Data. If Contractor uses or possesses County Data in the performance of this Contract, then the following provisions contained in this subsection apply: 9.5.1. Implementation of Security Measures. Contractor shall implement and maintain appropriate administrative, technical, and organizational security measures to safeguard against unauthorized access, disclosure, or theft of County Data. Such measures shall be in accordance with security industry best practice and not less stringent than the measures Contractor applies to its own confidential data of similar kind. Contractor warrants it follows security industry best practices. 9.5.2. Unauthorized Access/Disclosure or Theft of County Data. Contractor shall promptly notify County in the event of unauthorized access, disclosure, or theft of County Data. Contractor shall take commercially reasonable measures to address a security breach in a timely manner to secure County Data. 9.5.3. Storage of County Data. Contractor shall only store and process County Data at and from data centers located within the United States. Contractor shall not and shall not permit Contractor Employees to store County Data on portable devices, including personal computers, except for devices that are used and kept only at its U.S. data centers. Contractor shall permit its Contractor Employees to access County Data remotely only as required to provide technical support. 9.5.4. Obligations upon Expiration, Termination or Cancellation of Contract. At the County’s sole discretion, upon expiration, termination, or cancellation of this Contract, Contractor shall return County Data in a mutually agreeable format in a prompt and orderly manner or provide for the secure disposal of County Data as directed by County. §10. GENERAL TERMS AND CONDITIONS 10.1. Access to County Property or Facilities. As set forth in this Contract, Contractor has access to and the right to use County property and facilities necessary to perform this Contract. Unless otherwise provided in this Contract or Contractor receives prior written permission from OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004763 Page 14 Rev 2015/09/30(v2) OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE PURCHASING Compliance Office | Purchasing 248-858-0511 | purchasing@oakgov.com the County’s Director of Facilities Management or successor, Contractor may only access and use County property and facilities for performance of this Contract on Business Days. 10.2. Signs on County Property or Facilities. Contractor shall not place any signs or advertisements on County property or facilities without the prior written permission of the County’s Director of Facilities Management or successor. 10.3. Use of County Property or Facilities. While performing this Contract, Contractor shall keep County property or facilities and anything stored thereon in a clean, safe, and healthful condition and shall keep the property and facilities in a manner that will not prevent or interfere with the County’s performance of its functions. 10.4. Removal of Contractor Personal Property. At the expiration or termination of this Contract, Contractor shall leave County property or facilities in the same condition that Contractor found them and clean of all rubbish. Contractor shall remove all of its personal property within thirty (30) Days of expiration or termination of this Contract. If Contractor does not remove its personal property within the thirty (30) Day period, then the County shall dispose of it and bill Contractor for any costs associated with the removal and disposal. 10.5. Damage to County Property or Facilities. Contractor shall be responsible for any damage to any County property or a facility that is caused by Contractor or Contractor Employees. If damage occurs, the County shall make the necessary repairs and/or replacements or cause a third party to make the necessary repairs or replacements, provided, however, that Contractor shall reimburse the County for all costs associated with repairing and/or replacing the damaged property or facilities. 10.6. Damage to County Property. Contractor shall be solely liable and responsible for any property loss or damage resulting from fire, theft, or other means to Contractor’s personal property located, kept, or stored on or at County property or facilities during performance of this Contract. 10.7. County’s Right to Suspend Contract Performance. Upon written notice, the County may require Contractor to suspend performance of this Contract if Contractor has failed to comply with federal, state, or local laws or any requirements contained in this Contract. The right to suspend performance of this Contract is in addition to the County’s right to terminate and/or cancel this Contract. The County shall incur no penalty, expense, or liability to Contractor if the County suspends performance of this Contract under this Section. 10.8. Discrimination. Contractor shall not discriminate against any employee or applicant for employment in violation of state or federal law. Contractor shall promptly notify the County of any complaint or charge filed and/or of any determination by any court or administrative agency of illegal discrimination by Contractor. 10.9. Conflict of Interest. Pursuant to Public Act 317 and 318 of 1968, as amended (MCL 15.301, et seq. and MCL 15.321, et seq.), no contracts shall be entered into between the County and any County Agent. To avoid any real or perceived conflict of interest, Contractor shall identify any Contractor Employee or relative of Contractor’s Employees who are presently employed by the OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004763 Page 15 Rev 2015/09/30(v2) OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE PURCHASING Compliance Office | Purchasing 248-858-0511 | purchasing@oakgov.com County. Contractor shall give the County notice if there are any County Agents or relatives of County Agents who are presently employed by Contractor. 10.10. Access and Records. Contractor will maintain accurate books and records in connection with performance of this Contract for thirty-six (36) months after the end of this Contract and Contractor shall provide the County with reasonable access to such books and records, upon request. 10.11. Audit. The County or an independent auditor hired by the County may perform contract audits (in its sole discretion) and shall have the authority to access all pertinent records and data and to interview any Contractor Employee during the term of this Contract and for a period of three years after final payment. Contractor shall explain any audit findings, questioned costs, or other Contract compliance deficiencies to the County within thirty (30) Business Days of receiving the draft audit report. Contractor’s written response shall include all necessary documents and information that refute the draft audit report and an action plan to resolve the audit findings. A copy of Contractor’s response will be included in the final report. Failure by Contractor to respond in writing within thirty (30) Business Days shall be deemed acceptance of the draft audit report and will be noted in the final report. 10.12. Assignments/Delegations/Subcontracts. 10.12.1. Prior Written Consent Required. Except by operation of law, neither Party may assign, delegate, or subcontract any of its duties, obligations, or rights under this Contract without the prior written consent of the other Party; provided, however, Contractor may assign, delegate, or subcontract this Contract to an affiliate or subsidiary as long as the affiliate or subsidiary is adequately capitalized and can provide adequate written assurances to the County that the affiliate or subsidiary can perform this Contract. The County may withhold consent, if the County determines that the assignment, delegation, or subcontract would impair performance of this Contract or the County’s ability to recover damages under this Contract. Contractor shall also provide the County with adequate information to allow the County to make a determination regarding the assignment, delegation, or subcontract. 10.12.2. Flow Down Clause Required. Any assignment, delegation, or subcontract by Contractor must include a requirement that the assignee, delegee, or subcontractor will comply with the terms and conditions of this Contract. The assignment, delegation, or subcontract shall in no way diminish or impair performance of any term or condition of this Contract. 10.12.3. Contractor Responsibility for Assigns/Delegates/Subcontractors. If Contractor assigns, delegates, or subcontracts this Contract, in whole or in part, Contractor shall remain the sole point of contact regarding all matters under this Contract and shall remain liable for performance of this Contract. Contractor is solely responsible for the management of assignees, delegees, and subcontractors. 10.12.4. Performance Required. If an assignee, delegee, or subcontractor fails to perform as required under this Contract, Contractor shall contract with another entity for such performance. Any additional costs associated with securing another assignee, delegee, or subcontractor shall be the sole responsibility of Contractor. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004763 Page 16 Rev 2015/09/30(v2) OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE PURCHASING Compliance Office | Purchasing 248-858-0511 | purchasing@oakgov.com 10.13. Non-Exclusive Contract. This Contract is a non-exclusive agreement. No provision in this Contract limits or is intended to limit, in any way, Contractor’s right to offer and provide its services to the general public, other business entities, municipalities, or governmental agencies during or after the term of this Contract. Similarly, the County may freely engage other persons to perform the same work that Contractor performs. Except as provided in this Contract, this Contract shall not be construed to guarantee Contractor or any Contractor Employee any fixed or certain number of Deliverables. 10.14. No Third-Party Beneficiaries. Except as provided for the benefit of the Parties, this Contract does not and is not intended to create any obligation, duty, promise, contractual right or benefit, right to be indemnified, right to be subrogated to the Parties’ right in this Contract, or any other right in favor of any other person or entity. 10.14.1. Survival of Terms and Conditions. The following terms and conditions shall survive and continue in full force beyond the termination or cancellation of this Contract (or any part thereof) until the terms and conditions are fully satisfied or expire by their nature: Section 1. Contract Definitions, Section 5. Scope of Deliverables and Financial/Payment Obligations, Section 6. Contractor’s Warranties and Assurances, Section 7. Liability, Section 8. Contractor Provided Insurance, Section 9. Intellectual Property and Confidentiality, and Section 10. General Terms and Conditions. 10.15. Reservation of Rights. This Contract does not, and is not intended to impair, divest, delegate, or contravene any constitutional, statutory, or other legal right, privilege, power, obligation, duty, or immunity of the County. 10.16. Compliance with Laws. Contractor shall comply with all federal, state, and local laws, statutes, ordinances, regulations, insurance policy requirements, and requirements applicable to its activities under this Contract. 10.17. Force Majeure. Notwithstanding any other term or condition of this Contract, neither Party shall be liable for failure to perform contractual duties or obligations caused by events beyond their reasonable control, including but not limited to: (a) acts of public enemies; (b) natural disasters; (c) terrorism; (d) war; (e) insurrection or riot; (f) natural disasters; (g) strikes, lockouts, work stoppages, or other labor difficulties; or (h) compliance with law. Reasonable notice shall be given to the affected Party of such event. Contractor is expected, through insurance or alternative temporary or emergency service arrangements, to continue its contractual duties or obligations if a reasonably anticipated, insurable business risk, such as business interruption or any insurable casualty or loss occurs. 10.18. Notices. 10.18.1. Written Notice. All notices required under this Contract shall be in writing. Notices shall be effective: (a) the next Business Day, if personally delivered; (b) the third Business Day, if sent by U.S. mail, postage prepaid, return receipt requested; (c) the next Business Day, if sent by a nationally recognized overnight express courier with a reliable tracking system; or (d) the next Business Day with a receipt of confirmation, if sent by e-mail or fax. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004763 Page 17 Rev 2015/09/30(v2) OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE PURCHASING Compliance Office | Purchasing 248-858-0511 | purchasing@oakgov.com 10.18.2. Notice to Contractor. Unless otherwise specified, Notice to Contractor shall be addressed to the Contract Administrator listed on the first page of this Contract. 10.18.3. Notice to County. Unless otherwise specified herein, Notice to the County shall be addressed to Purchasing, the County Project Manager (if applicable), and the County Contract Administrator(s) listed on the first page of this Contract. 10.19. Captions. Section and subsection numbers, captions, and any index to sections or subsections contained in this Contract are intended for the convenience of the reader and are not intended to have any substantive meaning and shall not be interpreted to limit or modify any substantive provisions of this Contract. In this Contract, for any noun or pronoun, use of the singular or plural form, use of the nominative, possessive, or objective case, and any reference to gender (masculine, feminine, and neuter) shall mean the appropriate form, case, or gender as the context requires. 10.20. Waiver. Waiver of any term or condition under this Contract must be in writing and notice given pursuant to this Contract. No written waiver, in one or more instances, shall be deemed or construed as a continuing waiver of any term or condition of this Contract. No waiver by either Party shall subsequently affect its right to require strict performance of this Contract. 10.21. Cumulative Remedies. A Party’s exercise of any remedy shall not preclude the exercise of any other remedies, all of which shall be cumulative. A Party shall have the right, in its sole discretion, to determine which remedies are to be exercised and in which order. 10.22. Severability. If a court of competent jurisdiction finds a term or condition of this Contract to be illegal or invalid, then the term or condition shall be deemed severed from this Contract. All other terms or conditions shall remain in full force and effect. Notwithstanding the above, if Contractor’s promise to indemnify or hold the County harmless is found illegal or invalid, Contractor shall contribute the maximum it is permitted to pay by law toward the payment and satisfaction of any Claims against the County. 10.23. Dispute Resolution. All disputes arising under or relating to the execution, interpretation, performance, or nonperformance of this Contract involving or affecting the Parties may first be submitted to the respective Project Manager (if applicable) and Contract Administrators for possible resolution. 10.24. Governing Laws/Consent to Jurisdiction and Venue. This Contract shall be governed, interpreted, and enforced by the laws of the State of Michigan. Except as otherwise required by law or court rule, any action brought to enforce, interpret, or decide any Claim arising under or related to this Contract shall be brought in the Sixth Judicial Circuit Court of the State of Michigan, the 50th District of the State of Michigan, or the United States District Court for the Eastern District of Michigan, Southern Division, as dictated by the applicable jurisdiction of the court. Except as otherwise required by law or court rule, venue is proper in the courts set forth above. The choice of forum set forth above shall not be deemed to preclude the enforcement of any judgment obtained in such forum or taking action under this Contract to enforce such judgment in any appropriate jurisdiction. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004763 Page 18 Rev 2015/09/30(v2) OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE PURCHASING Compliance Office | Purchasing 248-858-0511 | purchasing@oakgov.com 10.25. Entire Contract. This Contract represents the entire agreement and understanding between the Parties. This Contract supersedes all other prior oral or written understandings, communications, agreements, or contracts between the Parties. The language of this Contract shall be construed as a whole according to its fair meaning and not construed strictly for or against any Party. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004763 Page 19 Rev 2015/09/30(v2) OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE PURCHASING Compliance Office | Purchasing 248-858-0511 | purchasing@oakgov.com EXHIBIT I INSURANCE REQUIREMENTS During this Contract, the Contractor shall provide and maintain, at their own expense, all insurance as set forth and marked below, protecting the County against any Claims, as defined in this Contract. The insurance shall be written for not less than any minimum coverage herein specified. Primary Coverages Commercial General Liability Occurrence Form including: (a) Premises and Operations; (b) Products and Completed Operations (including On and Off Premises Coverage); (c) Personal and Advertising Injury; (d) Broad Form Property Damage; (e) Independent Contractors; (f) Broad Form Contractual including coverage for obligations assumed in this Contract; $1,000,000 – Each Occurrence Limit $1,000,000 – Personal & Advertising Injury $2,000,000 – Products & Completed Operations Aggregate Limit $2,000,000 – General Aggregate Limit $ 100,000 – Damage to Premises Rented to You (formally known as Fire Legal Liability) Workers’ Compensation Insurance with limits statutorily required by any applicable Federal or State Law and Employers Liability insurance with limits of no less than $500,000 each accident, $500,000 disease each employee, and $500,000 disease policy limit. 1. ☒ Fully Insured or State approved self-insurer. 2. ☐ Sole Proprietors must submit a signed Sole Proprietor form. 3. ☐ Exempt entities, Partnerships, LLC, etc., must submit a State of Michigan form WC-337 Certificate of Exemption. Commercial Automobile Liability Insurance covering bodily injury or property damage arising out of the use of any owned, hired, or non-owned automobile with a combined single limit of $1,000,000 each accident. This requirement is waived if there are no company owned, hired or non-owned automobiles utilized in the performance of this Contract. Commercial Umbrella/Excess Liability Insurance with minimum limits of $2,000,000 each occurrence. Umbrella or Excess Liability coverage shall be no less than following form of primary coverages or broader. This Umbrella/Excess requirement may be met by increasing the primary Commercial General Liability limits to meet the combined limit requirement. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004763 Page 20 Rev 2015/09/30(v2) OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE PURCHASING Compliance Office | Purchasing 248-858-0511 | purchasing@oakgov.com Supplemental Coverages (Required as Checked) 1. ☒ Professional Liability/Errors & Omissions Insurance (Consultants, Technology Vendors, Architects, Engineers, Real Estate Agents, Insurance Agents, Attorneys, etc.) with minimum limits of $1,000,000 per claim and $1,000,000 aggregate. 2. ☐ Commercial Property Insurance. The Contractor shall be responsible for obtaining and maintaining insurance covering their equipment and personal property against all physical damage. 3. ☐ Liquor Legal Liability Insurance with a limit of $1,000,000 each occurrence shall be required when liquor is served and/or present. 4. ☐ Pollution Liability Insurance with minimum limits of $1,000,000 per claim and $1,000,000 aggregate when cleanup & debris removal are part of the services utilized. 5. ☐ Medical Malpractice Insurance with minimum limits of $1,000,000 per claim and $1,000,000 aggregate. 6. ☐ Garage Keepers Liability Insurance with minimum limits of $1,000,000 per claim and $1,000,000 aggregate. 7. ☐ Cyber Liability Insurance with minimum limits of $1,000,000 per claim and $1,000,000 aggregate. 8. ☐ Other Insurance Coverages as may be dictated by the provided product/service and deemed appropriate by the County Risk Management Department. General Insurance Conditions The aforementioned insurance shall be endorsed, as applicable, and shall contain the following terms, conditions, and/or endorsements. All certificates of insurance shall provide evidence of compliance with all required terms, conditions and/or endorsements. 1. All policies of insurance shall be on a primary, non-contributory basis with any other insurance or self-insurance carried by the County; 2. The insurance company(s) issuing the policy(s) shall have no recourse against the County for subrogation (policy endorsed written waiver), premiums, deductibles, or assessments under any form. All policies shall be endorsed to provide a written waiver of subrogation in favor of the County; OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004763 Page 21 Rev 2015/09/30(v2) OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE PURCHASING Compliance Office | Purchasing 248-858-0511 | purchasing@oakgov.com 3. Any and all deductibles or self-insured retentions shall be assumed by and be at the sole risk of the Contractor; 4. Contractors shall be responsible for their own property insurance for all equipment and personal property used and/or stored on County property; 5. The Commercial General Liability and Commercial Automobile Liability policies along with any required supplemental coverages shall be endorsed to name the County of Oakland and it officers, directors, employees, appointees and commissioners as additional insured where permitted by law and policy form; 6. The Contractor shall require its contractors or sub-contractors, not protected under the Contractor’s insurance policies, to procure and maintain insurance with coverages, limits, provisions, and/or clauses equal to those required in this Contract; 7. Certificates of insurance must be provided no less than ten (10) Business Days prior to the County’s execution of the Contract and must bear evidence of all required terms, conditions and endorsements; and 8. All insurance carriers must be licensed and approved to do business in the State of Michigan and shall have and maintain a minimum A.M. Best’s rating of A- unless otherwise approved by the County Risk Management Department. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004763 Page 22 Rev 2015/09/30(v2) OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE PURCHASING Compliance Office | Purchasing 248-858-0511 | purchasing@oakgov.com EXHIBIT III FEDERALLY FUNDED CONTRACT REQUIREMENTS Exhibit III sets forth additional provisions for all federally-funded contracts. To the extent that this Contract is funded, in whole or in part, by any federal award, the following provisions apply: A. Termination. In addition to the termination rights set forth in Section 4 of this Contract, the County may terminate this Contract, in whole or in part, for cause upon notice to Contractor if Contractor breaches any duty or obligation in the Contract and fails to cure the breach, to the County’s satisfaction, if applicable. A.1 Right to Cure. If the Contractor breaches the Contract, and the County, in its sole discretion, determines that the breach is curable, then the County must provide the Contractor with written notice of the breach and a time period (not less than thirty (30) days) to cure the breach. The notice of breach and opportunity to cure do not apply in the following circumstances: (1) for successive or repeated breaches; (2) if the County determines in its sole discretion that the breach poses a serious and imminent threat to the health or safety of any person or the imminent loss, damage, or destruction of any real or tangible personal property; or (3) if the County terminates the Contract under this Section or Section A.1 above. The effective date for termination or cancellation shall be clearly stated in the written notice. A.2 Termination Deemed for Convenience. If the County terminates the Contract for cause and it is determined, for any reason, that Contractor was not in breach of Contract, then the termination for cause shall be deemed a termination for convenience, effective as of the same date specified in the notice of breach. B. Contractor’s Obligations Upon Termination for Cause. If the Contract is terminated for cause, the County may require Contractor to pay all costs incurred by the County in terminating the Contract, including but not limited to, administrative costs, reasonable attorneys’ fees, court costs, and any reasonable additional costs the County may incur to procure the Deliverables required by the Contract from other sources. Re-procurement costs are not consequential, indirect or incidental damages and cannot be excluded by any other terms included in the Contract; however such costs shall not exceed 50% of the County’s financial obligation under this Contract. C. Compliance with Laws. Contractor shall comply with the following, if applicable: C.1 The Davis-Bacon Act (40 U.S.C. 3141-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”); C.2 The Copeland “Anti-Kickback” Act (40 U.S.C. 3145 et seq.), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”); OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004763 Page 23 Rev 2015/09/30(v2) OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE PURCHASING Compliance Office | Purchasing 248-858-0511 | purchasing@oakgov.com C.3 The Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708) as supplemented by Department of Labor regulations (29 CFR Part 5); C.4 The requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency; C.5 All applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387); C.6 All mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. 6201 et seq.); and C.7 The Byrd Anti-Lobbying Amendment (31 U.S.C. 1352 et seq.) D. Debarment and Suspension. Contractor certifies that it is not listed on the government-wide Excluded Parties List System in the System for Award Management (SAM). Contractor must promptly notify the County, if Contractor is listed in SAM at any time during the term, 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. E. Equal Employment Opportunity. If this Contract meets the definition of “Federally Assisted Construction Contract” under 41 CFR Part 60-1.3, then during the performance of this Contract, Contractor agrees as follows: E.1 The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, or national origin. Such action 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. E.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, or national origin. E.3 The Contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers’ representatives of the Contractor’s commitments under OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004763 Page 24 Rev 2015/09/30(v2) OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE PURCHASING Compliance Office | Purchasing 248-858-0511 | purchasing@oakgov.com this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. E.4 The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. E.5 The Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. E.6 In the event of the Contractor’s noncompliance with the nondiscrimination clauses of this Contract or with any of the said rules, regulations, or orders, this Contract may be cancelled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. E.7 The Contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or 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. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004763 Page 25 Rev 2015/09/30(v2) OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE PURCHASING Compliance Office | Purchasing 248-858-0511 | purchasing@oakgov.com EXHIBIT VI: SCOPE OF CONTRACTOR DELIVERABLES / FINANCIAL OBLIGATIONS Contractor shall provide support and maintenance services on the County's Nortel MSL-100 SNSE PBX (software version SE07) and Meridian Cabinet Remote Unit (MCRU). See Appendix “A” MSL- 100 Hardware Inventory Report, Appendix “B” Trunk Group Info Report and Contractor shall supply support and maintenance on all ancillary equipment, (CC MIS server (Motorola XR PPC 3 slot), MicroFox Fiber Terminals, D4 Channel Banks, Telco Channel Banks and Fiber modems), listed in Appendix “D”. Contractor shall provide support and maintenance services on the MSL-100 ASTEC Helios System 600/48 and the MCRU ASTEC Helios System 200/48 power plant as listed in Appendix “E”. Contractor shall provide Battery maintenance but not coverage on the batteries themselves. Contractor shall also provide replacement/repair of the MSL-100 “Spares” inventory as listed in Appendix “F”. Contractor shall provide all parts and labor to repair and/or replace the aforementioned equipment. Support and maintenance shall be provided on the Centigram Voicemail System (Series 6.1B) on a time and material basis. Contractor will source parts and provide a quote for any work requiring such and required to be performed afterhours. See Appendix “C” Centigram Series 6 System Analysis Report and Appendix “H” Pricing Table. Contractor shall provide weekly back-ups of the MSL-100, Centigram, CCMIS server, QLEN dump, Telesoft report “Cable Extract with User Names and Set Type” and DRAM custom announcements. On- site back-ups of the MSL-100 and CCMIS shall be performed weekly by Contractor with a 1 month tape rotation. On-site back-ups of the Centigram shall be performed weekly by Contractor. On-site back-ups of the QLEN dump and Telesoft report “Cable Extract with User Names and Set Type” shall be performed weekly by Contractor and archived on County PC hard drive for 6 months. On-site back-ups of the DRAM custom announcements shall be performed by Contractor whenever the announcements have been revised. Contractor shall provide off-site weekly back-ups of the MSL-100, Centigram, CCMIS server, QLEN dump, Telesoft report “Cable Extract with User Names and Set Type” and DRAM custom announcements which consist of 1 set of tapes\disks that Contractor shall send to the off-site data storage facility designated by County and rotated each week with the current set of tapes/disk. On-Site Technician Contractor shall provide the County with one MSL-100/Centigram on-site technician, who shall be available to provide services to the County at locations designated by the County, for a minimum of forty (40) hours per week, or as mutually agreed in writing. The on-site technician will be available, on- call, twenty-four (24) hours a day, seven (7) days a week as needed by the County. Contractor shall provide the County with 2,040 hours of technician time per year, which includes scheduled and on-call repair time. Support and maintenance performed on the Centigram Voicemail System outside of the normal business day will be billed at the rates listed in Appendix “H”. The technician shall be certified in MSL-100/DMS Installation and Maintenance, MSL-100/DMS Translations, MSL-100/DMS Translations Troubleshooting, MSL-100/DMS ISDN Maintenance, MSL- 100/DMS Analyzing, MSL-100/DMS ENET Maintenance and Centigram Series 6 Configuration. The OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004763 Page 26 Rev 2015/09/30(v2) OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE PURCHASING Compliance Office | Purchasing 248-858-0511 | purchasing@oakgov.com technician shall have at least five (5) years experience working in this type of environment. The County may participate in the selection of the on-site technician. Alternate on-site technicians shall be available in the event of the absence of the “on-site technician”. Contractor will notify and coordinate any meeting, training and vacation times with the County with a minimum two weeks’ notice. In the event that Contractor replaces the designated technician, the County may participate in the selection of a replacement, who shall be certified to handle the equipment listed in this Contract. Maintenance Coverage Contractor's Network Operations Center shall monitor County's Nortel MSL-100 and Nortel Remote and Centigram Voicemail System seven days a week, twenty-four hours a day. Contractor's technician shall provide on-going maintenance during the County's standard operating hours as well as maintenance required by County during evenings and weekends when requested by County. When the Contractor technician is not present at a County location and is contacted by County to perform repairs, the Contractor technician shall respond within the times specified in the Service Levels. Preventative Maintenance Contractor shall perform preventative maintenance on the following: 1. MSL-100 PBX, MCRU, rectifiers and batteries following Nortel’s SuperNode Routine Tasks List. 2. Centigram Voicemail System; “Monthly Routine Maintenance Checklist” shall be performed as listed in Appendix “G”. This work is to be performed by Contractor on the last Tuesday of each month starting at 7:00 P.M. Service Levels Contractor agrees to the outage response and restoration requirements for the MSL-100/MCRU. Contractor agrees to provide the following response time, based on 7 days a week, 24 hours a day maintenance with spare parts inventory on premise: Major Outage. Maximum Response Time. Within 30 minutes of County's trouble report. Maximum Restoration Time. Within 2 hours of County's trouble report Minor Outage. Maximum Response Time. Within 2 hours of County's trouble report. Maximum Restoration Time. Within 4 hours of County's trouble report. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004763 Page 27 Rev 2015/09/30(v2) OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE PURCHASING Compliance Office | Purchasing 248-858-0511 | purchasing@oakgov.com Definition of Response: "Response" has been affected either when A) A qualified technician has accessed the attached systems via the remote diagnostics or B) A qualified technician has come on-site to the premises of the affected system. Due to the End of Life status on the Centigram Voicemail System (Series 6.1B), Service Levels do not apply to the Centigram Voicemail System (Series 6.1B). Support and maintenance shall be provided on the Centigram Voicemail System (Series 6.1B) on a time and material basis. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004763 Page 28 Rev 2015/09/30(v2) OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE PURCHASING Compliance Office | Purchasing 248-858-0511 | purchasing@oakgov.com Appendix A MSL-100 Line Hardware Inventory 12/14/2015 Single line Hardware Assigned Single line Hardware Assigned: Software Unassigned: Campus NT6X17BA 484 Campus NT6X17BA 2126 Oak Point NT6X17BA 50 Oak Point NT6X17BA 195 total 534 total 2321 Campus NT6X18BA 128 Campus NT6X18BA 134 Oak Point NT6X18BA 0 Oak Point NT6X18BA 0 total 128 total 134 Campus NT6X19AA 183 Campus NT6X19AA 1040 Oak Point NT6X19AA 25 Oak Point NT6X19AA 161 total 208 total 1201 Campus NT6X71BA 2 Campus NT6X71BA 2 Oak Point NT6X71BA 0 Oak Point NT6X71BA 0 total 2 total 2 Multi line Hardware Assigned Mult line Hardware Assigned: Software Unassigned: Campus NT6X21AC 63 Campus NT6X21AC 1317 Oak Point NT6X21AC 9 Oak Point NT6X21AC 141 total 72 total 1458 Multi line Hardware Assigned Mult line Hardware Assigned: Software Unassigned: Campus NT6X21AD 6 Campus NT6X21AD 30 Oak Point NT6X21AD 0 Oak Point NT6X21AD 0 total 6 total 30 IPE Digital Hardware Assigned IPE Digital Hardware Assigned: Software Unassigned: Campus NT8D02EB 7 Campus NT8D02EB 9 Campus NT8D02GA 12 Campus NT8D02GA 20 Campus NT5D11AE 24 Campus NT5D11AE 0 total 19 total 29 OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004763 Page 29 Rev 2015/09/30(v2) OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE PURCHASING Compliance Office | Purchasing 248-858-0511 | purchasing@oakgov.com Number of working lines: 4225 Hardware Assigned Software Unassigned + Working Lines = Assigned Hardware Slots. Single line sets: 5175 DTMF Lines 2785 Dial Pulse Lines 1 total 2786 EBS Multi line sets: M5009 60 M5112 15 M5008 69 M5209 19 M5312 5 M5208 491 M5216 87 M5316 664 M3904 29 total 1439 Number of DNs on keysets: 8606 OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004763 Page 30 Rev 2015/09/30(v2) OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE PURCHASING Compliance Office | Purchasing 248-858-0511 | purchasing@oakgov.com Appendix B Trunk Information 12/11/2015 Type Quantity PRI 2 way 33 T1 Inbound 0 T1 Outbound 0 T1 2 way 0 OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004763 Page 31 Rev 2015/09/30(v2) OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE PURCHASING Compliance Office | Purchasing 248-858-0511 | purchasing@oakgov.com Appendix C System Analysis System Information 12/11/2015 Model 640 3 Module 6.1B 64 Mb Memory (2) MS480 Drives (1 Primary - 2 Redundant) Total Drive Capacity - 720 Hours (4) MS120 Drives (2 Primary - 2 Redundant) (2) Serial 16 Kits Module 3 ESMDI / UI Integration CTI 1/ Ports 1,2,3,4,9 CTI 2/ Ports 1,2,3,4 FaxMemo FPSA TCP I/P Stack Cut - Through Page Automated Recieptionist II CSO Redundancy MesaForms OneView 10 Network Sessions 50 Local / Remote Client Licenses OneNet Admin GUI / Server Software English Mnemonic Language Pointers Used: 1538 Call Agent Language Pointers Used: 181 TDDMemo Language Pointers Used: 819 Total Language Pointers Used: 2538 Total Language Pointers Available: 6000 Language Pointers Unused: 3462 System Age: Installed 10/15/1996 6.0 Rev C Upgraded 10/19/1999 6.0 Rev D Add RAM Upgraded 2/21/2000 6.1 Rev B Add MS480 Drives OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004763 Page 32 Rev 2015/09/30(v2) OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE PURCHASING Compliance Office | Purchasing 248-858-0511 | purchasing@oakgov.com Current Hardware Configuration Port Configuration & Capacities Host # of Ports Installed L/C Configuration FAX Resources 1 56 (7) 8 Port LS Cards (1) 4 Port FAX Resource Card 2 44 (5) 8 Port LS Cards (1) 4 Port FAX Resource Card (1) 4 Port LS Cards 3 48 (6) 8 Port LS Cards (1) 4 Port FAX Resource Card Total: 148 (18) 8 Port LS Cards 12 (1) 4 Port LS Cards Available Growth Host Ports Hardware FAX Resources 1 4 (1) 4 Port LS Card 32 2 12 (1) 8 Port LS Card 40 (1) 4 Port LS Card 3 2 Network Sessions 32 Total: 16 (1) 4 Port LS Card 104 (1) 8 Port LS Card Line Group Port Configuration Line Group Host Port Assignments Total Ports Assigned FAX 1 - UI Centrex (248-858-5600) 1 9:0-9:3 12 4 4s 2 9:0-9:3 4 3 11:0-11:3 4 2 - FX Receipt-Receptionist Disabled 3 - Call Agent Remote Access 1 13:5 3 1 0 2 11:5 1 3 12:7 1 4 - Main Info Line (Call Agent) 1 9:4-9:7 12 4 0 2 9:4-9:7 4 3 12:3-12:6 4 Line Group Host Port Assignments Total Ports Assigned FAX OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004763 Page 33 Rev 2015/09/30(v2) OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE PURCHASING Compliance Office | Purchasing 248-858-0511 | purchasing@oakgov.com 5 – Paging X-Out (Pager Dialer) Disabled 6 - Paging-FAX (Pager Dialer) 1 13:6-13:7 6 2 4s 2 11:6-11:7 2 3 11:4-11:5 2 7 - SL100-UCD (85600) 1 10:4-10:7 11:0-11:7 84 28 4s 12:1-12:7 13:0-13:4 2 10:0-10:3 10:5 10:7 11:0-11:3 28 11:0-11:3 12:0-12:7 14:0-14:7 3 9:0-9:2 9:5-9:7 28 10:0-10:7 13:0-13:1 13:4-13:7 14:0-14:7 8 - In-FAX (Voicememo) 3 11:6-11:7 2 2 4s 9 - Pager-fax/pub (Pager Dialer) Disabled 10 - Pager-fax/pub info (Pager Dialer) Disabled 11 - SL1 (UI) No Lines Assigned 0 0 0 12 - SouthHealth (UI) No Lines Assigned 0 0 0 24 - Spare Lines 1 10:0 14:0-14:7 25 17 15:0-15:7 2 11:4 14:2-14:3 3 3 12:0-12:2 13:2-13:3 5 Bad Ports - Not repairable 1 4 0 2 10:4 10:6 2 3 9:3 9:4 2 Total: 148 148 4 Current Speech Utilization Installed Hours: 200 Hours Speech Compression Rate: 18.3 Kbps Peak Usage: 61% % Speech Used for Greetings: 18% OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004763 Page 34 Rev 2015/09/30(v2) OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE PURCHASING Compliance Office | Purchasing 248-858-0511 | purchasing@oakgov.com % Speech Used for Names/Alternate Greetings: 1% % Speech Used for Fax Messages: 0% % Speech Used for Messages: 40% System Memory Maximum RAM Memory on 6.2B system is 64 MB. Maximum Utilization recommended is 90%. Module # Installed Memory % Utilization 1 64 MB 47.00% 2 64 MB 48.80% 3 64 MB 53.40% Information By Line Group LINE GROUP #1- "UI Centrex"- UI Integration on (248-858-5600) Current Number of Ports assigned to this line Group: # of Ports Fax Resources UI GROUP # 1 12 4 Shared Port blockage: None Integrated Applications Enabled: UI Avg Number of Calls Daily: 126.8 Avg Length of Call: 55.15 sec % of Peak Busy Hour: 7.16% Information By Line Group LINE GROUP #3 "Call Agent Remote Access"- VoiceMemo Current Number of Ports assigned to this line Group: # of Ports Fax Resources 3 0 Shared Port blockage: None Integrated Applications Enabled: OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004763 Page 35 Rev 2015/09/30(v2) OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE PURCHASING Compliance Office | Purchasing 248-858-0511 | purchasing@oakgov.com Avg Number of Calls Daily: 5.6 Avg Length of Call: 208.57 sec % of Peak Busy Hour: 3% LINE GROUP #4 "Main Info Line"-VoiceMemo (858-1000) Current Number of Ports assigned to this line Group: # of Ports Fax Resources 12 0 Shared Port blockage: None Integrated Applications Enabled: Avg Number of Calls Daily: 554 Avg Length of Call: 40.64 sec % of Peak Busy Hour: 10.33% LINE GROUP #6 "Paging-FAX"- Pager Dialer Current Number of Ports assigned to this line Group: # of Ports Fax Resources 12 0 Shared Port blockage: None Integrated Applications Enabled: Avg Number of Calls Daily: 1.6 Avg Length of Call: 43.25 sec % of Peak Busy Hour: 1% Information By Line Group LINE GROUP #7 "SL100-UCD"- Enhanced Meridian Integration (85600) Current Number of Ports assigned to this line Group: # of Ports Fax Resources UI GROUP # 4 84 12 Shared Port blockage: None Integrated Applications Enabled: UI OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004763 Page 36 Rev 2015/09/30(v2) OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE PURCHASING Compliance Office | Purchasing 248-858-0511 | purchasing@oakgov.com Avg Number of Calls Daily: 13421.3 Avg Length of Call: 139.86 sec % of Peak Busy Hour: 34.19% SYSTEM STATISTICS: Wednesday December 15, 2015 Total Number of Mailboxes: 3564 2% Number of Dist. Lists: 352 0% Number of Copy Lists: 29 0% Configuration Records: 2643 2% Statistics Records: 504 0% Total: 7092 4% SPEECH STATISTICS: Amount Blocks greet1: 3184 9% greet2: 1642 5% greet3: 1345 3% greet4: 798 2% names: 3001 1% dlnames: 120 0% fax greet: 0 0% fax msg: 1 0% messages: 5438 31% Totals blocks used by greetings and names: 63675 blocks used by fax messages / greets: 4 average time in seconds for messages: 41 total number of messages created by oneview: 1 MAILBOX STATISTICS Mailboxes included in this report: 3564 Mailboxes with activity: 2128 Mailboxes that never logged in: 362 Mailboxes that logged in: 3202 Mailboxes with pagers: 7 OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004763 Page 37 Rev 2015/09/30(v2) OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE PURCHASING Compliance Office | Purchasing 248-858-0511 | purchasing@oakgov.com Total messages deposited: 26524 Total greetings played: 158615 Total logins: 17503 User connection time: 43176.9 minutes Caller connection time: 43176.9 minutes Average user connect time: 1.3 78 sec average caller connect time: 0.2 12 sec MAILBOXES BY FCOS FCOS Mailboxes 1 15 3 3 17 51 19 11 20 5 22 2910 26 6 27 101 28 1 29 26 30 238 33 8 35 41 40 2 44 1 45 29 48 39 51 1 55 1 56 6 57 33 99 15 122 1 214 1 220 16 222 2 240 1 MAILBOXES BY LCOS LCOS Mailboxes 1 96 2 678 3 2341 OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004763 Page 38 Rev 2015/09/30(v2) OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE PURCHASING Compliance Office | Purchasing 248-858-0511 | purchasing@oakgov.com 5 4 7 1 8 129 9 1 10 11 11 2 12 34 15 1 17 44 20 197 30 5 33 4 34 1 45 1 50 13 99 1 OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004763 Page 39 Rev 2015/09/30(v2) OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE PURCHASING Compliance Office | Purchasing 248-858-0511 | purchasing@oakgov.com Appendix D Ancillary Equipment MSL-100 Switchroom 2/6/2012 Quantity Description Model 2 Canoga Perkins Fiber Modem 2262 1 Telco Access60 Chassis Access60 5 Telco FXO/MRD/DPT Card 6045-60-2 3 Telco P-Phone Card 6057-60-2 1 Telco 2P T1 LIU/CSU Card 6013-21-3 1 Telco CMM Card 6024-00-3 1 Telco AC Psu/RG 6096-10-3 1 Telco MicroFOX-W Cabinet ACX071G1 1 Telco MPU/Alarm Card CCA325G1E 2 Telco MUX Card CCA324G1E 1 CCMIS Server REL 5.0.2 2 D4 Channel Bank MCRU Quantity Description Model 1 Telco MicroFOX-W Cabinet ACX071G1 1 Telco MPU/Alarm Card CCA325G1E 2 Telco MUX Card CCA324G1E Material Management Quantity Description Model 1 Telco Access45 Chassis Access45 1 Telco FXS/BR Card M6043-C1-2/D 1 Telco FXS Card 6043-60-2 2 Telco P-Phone Card 6057-60-2 1 Telco T1 LIU/CSU Card 6013-11-3 1 Telco CMM Card 4524-00-1 1 Telco AC Psu/RG 6096-15-3 OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004763 Page 40 Rev 2015/09/30(v2) OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE PURCHASING Compliance Office | Purchasing 248-858-0511 | purchasing@oakgov.com Wavepool Quantity Description Model 1 Telco Access45 Chassis Access45 1 Telco FXS Card 6043-60-2 1 Telco FXS/BR Card M6043-C1-2/D 1 Telco P-Phone Card 6057-60-2 1 Telco T1 LIU/CSU Card 6013-11-3 1 Telco CMM Card 4524-00-1 1 Telco AC Psu/RG 6096-15-3 OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004763 Page 41 Rev 2015/09/30(v2) OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE PURCHASING Compliance Office | Purchasing 248-858-0511 | purchasing@oakgov.com Appendix E MSL-100 Switchroom AZTEC Helios System 600/48 2/6/2012 Quantity Description 2 Miscellaneous Power Equipment Panel 2 Front Access Breaker Panel 1 Front Access Controller 4 Helios Rectifier 100/48 MCRU AZTEC Helios System 200/48 Quantity Description 1 Distribution and Control Unit 2 Helios MP25 Rectifier OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004763 Page 42 Rev 2015/09/30(v2) OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE PURCHASING Compliance Office | Purchasing 248-858-0511 | purchasing@oakgov.com Appendix F MSL-100 Spares 12/11/2015 Part/Model # Qty. Part/Model # Qty. NT0X10AA 1 NT8D22AC 1 NT1X54AA 1 NT9X10CA 1 NT1X80AA 1 NT9X12AD 1 NT1X81AA 1 NT9X13KA 1 NT2X10BB 1 NT9X13NA 1 NT2X11BA 1 NT9X14EA 1 NT2X48BA 1 NT9X15AA 1 NT2X48BB 1 NT9X17AD 1 NT2X57AA 1 NT9X17BB 1 NT2X70AF 2 NT9X17CA 1 NT2X71AA 1 NT9X21AB 1 NT2X72AA 1 NT9X26AB 1 NT2X75AA 1 NT9X26FA 1 NT2X77AA 1 NT9X30AB 1 NT2X83AA 1 NT9X31AB 1 NT2X90AD 1 NT9X35FA 1 NT3X09BA 1 NT9X36BA 1 NT3X68AB 1 NT9X40BB 1 NT3X68AC 1 NT9X44AD 1 NT3X82AJ 1 NT9X45BA 1 NT3X83AC 1 NT9X46AA 1 NT4X45AA 1 NT9X49CC 1 NT5D11AA 1 NT9X52AA 1 NT5X30AA 1 NT9X53AD 1 NT6C14PI 1 NT9X54AC 1 NT6C25PC 1 NT9X62AA 1 NT6D07BA 2 NT9X62CA 1 NT6D40BA 1 NT9X69BA 1 NT6D42CD 1 NT9X73BA 1 NT6X17BA 5 NT9X74DA 1 NT6X18BA 1 NT9X79BA 1 NT6X19AA 3 NT9X84AA 1 NT6X21AC 3 NT9X85AA 1 NT6X36AA 2 NT9X86AB 1 NT6X36AC 1 NT9X91AA 2 NT6X40GA 1 NT9X91AC 1 NT6X41AC 1 NTBX01BA 1 NT6X42AA 1 NTDX15AB 1 NT6X44AA 2 NTEX20AA 1 OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004763 Page 43 Rev 2015/09/30(v2) OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE PURCHASING Compliance Office | Purchasing 248-858-0511 | purchasing@oakgov.com NT6X48AA 2 NTEX20BA 1 NT6X50AB 1 NTEX22BB 1 NT6X51AC 2 NTFX30AA 1 NT6X52AA 1 NTFX31AA 1 NT6X53AA 1 NTFX32AA 1 NT6X54AA 1 NTFX32BA 1 NT6X60CA 1 NTFX32CA 2 NT6X69AD 1 NTFX34AA 1 NT6X71BA 1 NTFX42AA 1 NT6X73AA 1 NTFX43AA 1 NT6X74AB 1 NTMX71AA 1 NT6X75AA 1 NTMX77AA 1 NT6X78AB 1 NTSX05AA 1 NT6X92EA 1 OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004763 Page 44 Rev 2015/09/30(v2) OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE PURCHASING Compliance Office | Purchasing 248-858-0511 | purchasing@oakgov.com Appendix G Monthly Routine Maintenance Checklist Centigram Voice Mail System TECHNICIAN’S NAME (Print): DATE: 1. Daily Review and delete error logs: The log file report shows if there have been any server errors or resets. In a multi-module system, each module maintains its own log file, so you must enter the number of modules and specify the file you want to review. 2. Daily Reset the NVRAM event log: The NVRAM event log details any errors that are flagged via the audible alarm, alarm counters and the panel indicators. The log file needs to be reviewed and deleted. 3. Weekly System time and date: The system clock can deviate from when it was originally set. Therefore, it is recommended that the time be checked to an accurate source and corrected as needed. Note below if any dramatic change needed or new trends revealed. 4. Verify on-line: The on-line verify makes it possible to test both account records and speech separately. To do a complete verify all speech and records must be tested. It is optional to log the results for use at a later time. Since the server responds differently based on whether the results are logged, this procedure includes steps to run the verify both with and without logging. Run the on-line verify during low-call traffic times. Record any errors below. 5. Verify off-line: An off-line system checks both account records and speech and is more detailed than an on-line verify. This procedure requires that you shut down the server resulting in an interruption to call processing. Run the on-line verify during low-call traffic times. Record any errors below. 6. Test alarms: For panel indicator tests, the indicator should light when the alarm indicator is set and the indicator should turn off when the alarm indicator is reset. Also, if you have external alarms connected to the relays, you can test the alarms using this functionality. The messages show which module you are testing. If the audible alarm is not working, the hardware switch settings might be incorrect or the cables might not be connected properly. 7. Diagnosis of hard drive off-line: It is assumed that the module running the test has been shut down and disabled using the process described in CP 5700. It is not necessary to disable all of the modules to run the test. This version of the diagnose program requires one module to be removed from normal operation. It is recommended that this process be run during periods of low-call traffic. If possible, the on-line version of this program should be run from the Hard Disk Utilities Menu so there is not a loss of call processing capabilities. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004763 Page 45 Rev 2015/09/30(v2) OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE PURCHASING Compliance Office | Purchasing 248-858-0511 | purchasing@oakgov.com 8. Verify redundancy: This verifies that each redundant disk is synchronized with its mirror (redundant) image. Each server hard disk is partitioned to multiple drives. If any disk is out of sync with its redundant mate, an update redundancy should be run (CP 7015). The system slows you to watch the number of the sector number being verified but this display slows the verification process. 9. Inspect and clean fans and filters: The filters are fitted near the rear door of the cabinet. These need to be cleaned and inspected. If the filter is damaged, it should be replaced as soon as possible. Inspect the filter on the backside of the AMPS power supply, clean if needed. 10. Test all lines: Test all Centigram lines for proper operation. 11. Review of Statistics: Oakland County telephone personnel and technician together. 12. Problem resolution: Indicate below problems experienced while performing the monthly routine maintenance including any problems that could not be resolved: Record errors here: Back up completed on Back up completed on Back up completed on Back up completed on Back up completed on Technician’s Signature: Please email completed form to – deatheraget@oakgov.com Troy Deatherage (80156) Thank you. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004763 Page 46 Rev 2015/09/30(v2) OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE PURCHASING Compliance Office | Purchasing 248-858-0511 | purchasing@oakgov.com Appendix H Black Box Labor Pricing Table Technician Regular Time Overtime Holiday $83.50 per hour $125.25 per hour $167.00 per hour