HomeMy WebLinkAboutReports - 2023.07.20 - 40265
AGENDA ITEM: Extension with Telesoft, LLC dba Calero-MDSL for Maintenance of the Connect
System
DEPARTMENT: Information Technology
MEETING: Board of Commissioners
DATE: Thursday, July 20, 2023 8:35 PM - Click to View Agenda
ITEM SUMMARY SHEET
COMMITTEE REPORT TO BOARD
Resolution #2023-3102
Motion to approve the three-year contract with Telesoft, LLC dba Calero-MDSL for maintenance of
the Connect System through October 1, 2026, for an amount not to exceed $129,426; further, that a
budget amendment is not required as there is sufficient funding within Information Technology’s FY
2023 – FY 2025 operating budget to cover the cost of the expenditure.
ITEM CATEGORY SPONSORED BY
Contract Gwen Markham
INTRODUCTION AND BACKGROUND
Oakland County has been using the Connect system through the vendor, Telesoft, LLC dba Calero-
MDSL, for approximately 24 years. Oakland County utilizes the Connect system which allows us to
rebill monthly communications costs including land, cell and wireless usage and related equipment
charges to County departments.
• We have approximately 4,106 phone lines and 4,191 wireless devices in the system.
• The Connect system interfaces with Workday to rebill costs such as internal charges to
County departments.
Telesoft, LLC dba Calero-MDSL is the sole provider of Oakland County’s MDSL Connect System.
The current maintenance agreement between Oakland County and Telesoft expired on 10/02/2022,
and the Departments of Information Technology and Purchasing have negotiated a new 1 year
agreement at an estimated total cost of $43,500; and subsequent years will be negotiated annually.
The Purchasing Terms and Conditions state in Section 2400.6 Duration of Contracts and under
Procedure states “The Board of Commissioners shall approve the provision of services 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
Rod Davenport, Chief Information Officer
ITEM REVIEW TRACKING
Aaron Snover, Board of Commissioners Created/Initiated - 7/20/2023
AGENDA DEADLINE: 07/30/2023 8:35 PM
ATTACHMENTS
1. Telesoft MDSL Contract - FINAL
COMMITTEE TRACKING
2023-07-12 Finance - Recommend to Board
2023-07-20 Full Board - Adopt
Motioned by: Commissioner Robert Hoffman
Seconded by: Commissioner Angela Powell
Yes: David Woodward, Michael Spisz, Michael Gingell, Penny Luebs, Karen Joliat, Kristen
Nelson, Christine Long, Robert Hoffman, Philip Weipert, Gwen Markham, Angela Powell, Marcia
Gershenson, Janet Jackson, Charles Cavell, Brendan Johnson, Ajay Raman (16)
No: None (0)
Abstain: None (0)
Absent: Gary McGillivray, William Miller III, Yolanda Smith Charles (3)
Passed
OAKLAND COUNTY PURCHASING
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CONTRACT NUMBER [Contract Number]
Page 1
Buyer: CONTRACT NUMBER:[Contract Number]Event # [Event ID]
CONTRACT between the COUNTY OF OAKLAND and CONTRACTOR
Not To Exceed Amount: $[NotToExceed]Effective Date: [Contract Effective
Date]Expiration Date:[Expire Date]
Contract Description:
Contractor Information:Contract Administrator:
Telesoft, LLC dba Calero-MDSL
1040 University Ave #200
Rochester, NY 14607
Legal@mdsl.com
Vendor No: [Vendor Number]
Purchasing
Office Information:
County Contract Administrator
and Using Department:
(Buyer)
OAKLAND COUNTY
2100 Pontiac Lake Rd 41W
Waterford, MI 48328-2762
248-858-0511
purchasing@oakgov.com
OAKLAND COUNTY
The County and Contractor may be referred to individually as a “Party” or collectively as the “Parties.” The Parties
agree to the attached terms and conditions:
FOR THE CONTRACTOR:
SIGN: Brian Brady CFO Brian.brady@calero.com
FOR THE COUNTY:
SIGN: SIGN:
Contract Administrator Scott N. Guzzy, CPPO, MBA, Purchasing Administrator
xxx
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This Contract is organized and divided into the following Sections for the convenience of the Parties.
Section 1. Contract Definitions
Section 2. Contract Term and Renewal
Section 3. Contract Administration and Amendments
Section 4. Contract Termination
Section 5. Scope of Deliverables and Financial/Payment Obligations
Section 6. Contractor’s Warranties and Assurances
Section 7. Liability
Section 8. Insurance and Bond Requirements
Section 9. Intellectual Property
Section 10. Confidential Information
Section 11. County Data
Section 12. Information Technology Standards
Section 13. General Terms and Conditions
§1.CONTRACT DEFINITIONS
The following words when printed with the first letter capitalized shall be defined and interpreted as
follows, whether used in the singular or plural, nominative or possessive case, and with or without
quotation marks:
1.1.“Amendment” means any change, clarification, or modification to this Contract.
1.2.“Business Day” means Monday through Friday from 8:00 a.m. to 5:00 p.m., excluding County
designated holidays.
1.3.“Claims” means any loss; complaint; demand for relief or damages; lawsuit; cause of action; proceeding;
judgment; penalty; costs or other liability of any kind which is imposed on, incurred by, or asserted against
the County or for which the County may become legally or contractually obligated to pay or defend
against, whether commenced or threatened, including, but not limited to, reimbursement for reasonable
attorney fees, mediation, facilitation, arbitration fees, witness fees, court costs, investigation expenses,
litigation expenses, or amounts paid in settlement.
1.4.“Confidential Information” means all information and data that the County is required or permitted by
law to keep confidential, which includes computer software, cybersecurity assessments and plans and
measures to protect the County’s security.
1.5.“Contract” means this document and any other documents expressly incorporated herein.
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1.6.“Contractor” means the entity or person listed under “Contractor” on the first page of this Contract and
Contractor Employee.
1.7.“Contractor Employee” means any employee; officer; director; member; manager; trustee; volunteer;
attorney; licensee; contractor; subcontractor; independent contractor; subsidiary; joint venture;
partner or agent of Contractor; and any persons acting by, through, under, or in concert with any of the
above, whether acting in their personal, representative, or official capacities. Contractor Employee
shall also include any person who was a Contractor Employee at any time during the term of this
Contract but, for any reason, is no longer employed, appointed, or elected in that capacity.
1.8.“Contract Documents” mean the following documents, which this Contract includes and incorporates:
Exhibits (Applicable if Checked)
1.8.1.☒ Exhibit I: Contractor Insurance Requirements
1.8.2.☐ Exhibit II: Business Associate Agreement (Health Insurance Portability and Accountability Act
Requirements)
1.8.3.☐ Exhibit III: Requirements for Contractors with Access to County PII (Personally Identifiable
Information)
1.8.4.☐ Exhibit IV: Requirements for Contractors with Access to Criminal Justice Information
1.8.5.☐ Exhibit V: Federally Funded Contract Requirements
1.8.6.☒ Exhibit VI: Software License(s)
1.8.7.☐ Exhibit VII: License for Use of County Servicemark
1.8.8.☐ Exhibit VIII: Acknowledgement of Independent Employment Status
1.8.9.☒ Exhibit IX: Scope of Contractor Deliverables/Financial Obligations
1.9.“County” means the County of Oakland, a Municipal and Constitutional Corporation, its departments,
divisions, authorities, boards, committees, and “County Agents” as defined below.
1.10.“County Agent” means any elected and appointed officials; directors; board members; council
members; commissioners; employees; and volunteers of the County; whether acting in their personal,
representative, or official capacities. “County Agent” shall also include any person who was a “County
Agent” anytime during the term of this Contract but, for any reason, is no longer employed, appointed,
or elected and in that capacity.
1.11.“County Data” means information or data collected, used, processed, stored, or generated in any format,
by or on behalf of the County, in connection with the Deliverables, which shall include, but not be limited
to: (a) personal health information (PHI) as defined under the Health Insurance Portability and
Accountability Act (HIPAA) and Exhibit II, (b) personally identifiable information (PII) as defined in Exhibit
III, and (c) Criminal Justice Information defined in Exhibit IV if the Exhibit(s) are incorporated into the
Contract. County Data includes Confidential Information as defined in this Contract.
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1.12.“County Network” means County owned, leased, or licensed equipment, hardware, and software that
is interconnected via fiber optic, wireless, or other communication mediums for the purposes of County
hosting, processing, using, sharing, and/or transporting data, video, voice, or any other form of
information.
1.13.“Day” means any calendar day, which shall begin at 12:00:00 a.m. and end at 11:59:59 p.m.
1.14.“Deliverables” mean goods and/or services provided under this Contract, whether tangible or
intangible, and may be more specifically described in the Exhibits.
1.15.“Documentation” means any published user manuals and other documentation that Contractor may make
generally available to its customers for use with the Software (e.g. operations manual, training materials,
process flows, business reviews, audit findings, etc.).
1.16.“Effective Date” means midnight on the date listed on the first page of this Contract.
1.17.“Expiration Date” means 11:59.59 p.m. on the date listed on the first page of this Contract.
1.18.“E-Verify” means an Internet based system operated by the Department of Homeland Security (DHS) in
partnership with the Social Security Administration (SSA) that allows participating employers to
electronically verify the employment eligibility of their newly hired employees. Information and the
registration process are found at the E-Verify website:
https://e-verify.uscis.gov/enroll.
1.19.“Intellectual Property” means any developments, improvements, designs, innovations, and materials
that may be the subject of a trademark/servicemark, copyright, patent, trade secret, which includes
ideas, concepts, inventions, and processes related to the development and operation of computer
software and systems.
1.20.“Iran-Linked Business” is defined in the Michigan Compiled Laws (MCL), specifically MCL 129.312, being
Section 2 of Public Act 517 of 2012.
1.21.“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.
1.22.“Proposal” means Contractor’s response or bid to the County’s Request for Proposal, Request for
Qualifications, or Request for Quotes.
1.23.“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.
1.24.“Purchasing” means the Purchasing Division of Oakland County.
1.25.“Software” means the computer program product or products specified in the Scope of Deliverables (as
“Software Modules”) which shall comprise the Contractor’s own software together with (if appropriate)
software licensed from other sources to the Contractor, including all updates, upgrades, additions,
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enhancements and improvements from time to time, together with all derivative works thereof.
§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.
3.2.Purchase Orders. Purchase Orders issued under this Contract are governed by the terms and
conditions of this Contract and are included and incorporated herein.
3.3.Project Managers. Each Party may designate an employee or agent to act as a Project Manager. If Project
Managers are selected, they shall be listed, along with their duties, in Exhibit IX. Unless otherwise stated in
Exhibit IX, the County’s Project Manager has no authority to amend this Contract.
3.4.Contract Administrators. The County shall designate an employee or agent to act as Contract
Administrator(s). Contractor may designate its employee or agent to act as Contract Administrator(s).
The Contract Administrators shall be listed on the first page of this Contract. The County’s Contract
Administrator(s) shall be responsible for monitoring and coordinating day-to-day activities under this
Contract, reviewing Deliverables and invoices, and submitting requests for Amendments to Purchasing.
The County’s Contract Administrator(s) have no authority to amend this Contract.
3.5.Contract Amendments. All Amendments to this Contract must be in writing. This Contract shall not be
amended by any packing slip, Purchase Order, invoice, click through license agreement, or Contractor
policies or agreements published on Contractor’s website or otherwise. Amendments to this Contract shall
be issued only by Purchasing. The Amendment shall be effective when signed by an authorized Contractor
Employee and an authorized County Agent.
3.6.Unauthorized Changes. Contract changes shall not be effective until an Amendment containing the
change is executed according to the procedures described in this Contract. If the Contractor is directed
to perform work that Contractor believes is a change in the Contract/Deliverables, then Contractor
must notify Purchasing that it believes the requested work is a change to the Contract before
performing the requested work. If Contractor fails to notify Purchasing before beginning the requested
work, then Contractor waives any claims for additional compensation for performing the requested
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work. If Contractor begins work that is outside the scope of this Contract or begins work before an
Amendment is executed and then stops performing that work, Contractor must, at the request of the
County, undo any out-of-scope work that the County believes would adversely affect the County.
3.7.Precedence of Contract Documents. In the event of a conflict, the terms and conditions contained in
Sections 1 through 13 of this Contract shall prevail and take precedence over any allegedly conflicting
provisions in all Contract Documents, Exhibits, Purchase Orders, Amendments, and other documents
expressly incorporated herein. Terms and conditions contained in Contractor invoices, packing slips,
receipts, acknowledgments, click-through licenses, and similar documents shall not change the terms
and conditions of this Contract.
§4.CONTRACT TERMINATION
4.1.County Termination. In addition to any other legal rights the County may have to terminate or cancel
this Contract, the County may terminate the Contract as follows:
4.1.1.Immediate Termination. The County may terminate or cancel this Contract, in whole or in part,
immediately, upon notice to Contractor, if any of the following occur: (a) Contractor, officer of
Contractor, or an owner of a 25% or greater share of Contractor is convicted of a felony criminal offense
or a criminal offense involving or related to Contractor’s business; or (b) if any third-party funding for
this Contract is reduced or terminated.
4.1.2.Termination for Convenience. The County may terminate or cancel this Contract, in whole or part, at
any time, upon one hundred and eighty (180) Days’ notice to Contractor, for any reason, including
convenience without incurring obligation or penalty of any kind. The effective date for termination
or cancellation shall be clearly stated in the notice.
4.2.Contractor Termination. Contractor may terminate or cancel this Contract, in whole or part, upon one
hundred and eighty (180) Days’ notice to the County, if the County materially breaches any duty or
obligation contained herein and within such notice period has failed or has not reasonably attempted to
cure the breach. The effective date of termination or cancellation and the specific alleged default shall
be clearly stated in the notice to the County.
4.3.County’s Obligations Upon Termination. The County’s sole obligation in the event of termination or
cancellation of this Contract is for payment of the actual Deliverables provided to the County before the
effective date of termination. Under no circumstances shall the County be liable for any future loss of
income, profits, any consequential damages, any loss of business opportunities, revenues, or any other
economic benefit Contractor may have realized but for the termination or cancellation of this Contract.
The County shall not be obligated to pay Contractor any cancellation or termination fee if this Contract
is cancelled or terminated as provided herein. If the County chooses to terminate the Contract in part,
then the charges payable under this Contract must be equitably adjusted to reflect those Deliverables
that are terminated.
Contractor’s Obligations Upon Termination. If the County terminates this Contract, for any reason,
then Contractor must do the following: (a) cease providing all Deliverables as specified at the time
stated in the notice of termination; (b) take any action necessary, or as the County may direct, to
preserve and protect Deliverables or other property derived or resulting from the Contract that is in
Contractor’s possession; (c) return all materials and property provided to Contractor by the County; (d)
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unless otherwise directed by the County 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”) with the exception of any title or interest in Contractor’s software; and (e) take
any action to mitigate and limit any potential damages, including terminate or limit, as applicable, those
subcontracts and outstanding orders for materials and supplies connected with or related to this
Contract.
4.4.Assumption of Subcontracts. If Contractor is in breach of this Contract and the County terminates this
Contract, then the County may assume, at its option, any subcontracts and agreements for Deliverables
provided under the Contract and may pursue completion of the Deliverables by replacement Contract or
otherwise as the County, in its sole judgment, deems expedient.
§5.SCOPE OF DELIVERABLES AND FINANCIAL/PAYMENT OBLIGATIONS
5.1.Performance of Deliverables. Contractor shall provide all Deliverables, Software, and Services
identified in and as set forth in Exhibit IX, any Purchase Orders, or any Amendments to this Contract.
5.2.Software License(s). If Contractor requires County to comply with a software license or any other third-
party terms, the software license or other third-party terms must be attached to this Contract in Exhibit
VI, and the Parties shall follow the terms and conditions therein. County is not obligated to follow or
comply with any software license or other third-party terms that are not attached to or included in this
Contract. Unless specifically agreed to by County in writing, if County Agents are required to accept
click through license terms or any other terms not included in this Contract to access or use any of the
Software in this Contract, the terms and conditions of those click through licenses and other terms are
without force and effect.
5.3.Financial Obligations. Except as otherwise set forth in this Contract, the County’s sole financial
obligation under this Contract shall be set forth in Exhibit IX. The amount and manner of payment of
the financial obligation shall be set forth in Exhibit IX and may be in the Software License Exhibit VI, if
applicable, or a Purchase Order.
5.4.Payment Obligations. Except as otherwise set forth in the Exhibits, Contractor shall submit an invoice to
the County’s Contract Administrator itemizing amounts due and owing under this Contract, as of the date
of the invoice, within forty-five (45) days of Contractor’s performance of the Deliverables listed in the
invoice. Invoices shall contain the following information: (a) County Contract Number; (b) dates of
Deliverables or Service period; (c) itemized list of Deliverables; (d) Contractor Tax ID Number (federal and
State); (e) licenses; and (f) any other information reasonably requested by Purchasing. Unless otherwise
set forth in the Exhibits, the County will pay undisputed invoices, which comply with this section (5.4),
within sixty (60) days after receiving the invoice. Unless otherwise set forth in the Exhibits, the County
shall only pay Contractor for Deliverables under this Contract and not any subcontractors or assignees of
Contractor.
5.5.Not to Exceed Amount. The amount due and owing to Contractor, under this Contract, shall not
exceed the “Not to Exceed Amount.” If Contractor can reasonably foresee that the total financial
obligation for the Contract will exceed the “Not to Exceed Amount,” then Contractor shall provide
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Purchasing with notice of this fact as soon as possible, but no later than ten (10) days before this event.
5.6.County Not Obligated for Penalties/Costs/Fines. The County shall not be responsible or liable for any
cost, fee, fine, penalty, or other assessment of any kind that is incurred or suffered by Contractor in
connection with or resulting from Contractor’s performance of this Contract under any circumstances.
5.7.Set-Off of County Costs. If the County incurs any costs (not specified in this Contract), loss, or damage
that is caused by or results from Contractor or Contractor Employees, then the County has the right to
set-off those costs, loss, and/or damage from any amounts due and owing Contractor. This set-off
includes, but is not limited to, withholding payment in an amount equal to the cost of any County-
provided equipment, supplies, badges, or other property that are not returned by Contractor upon
completion, termination, or cancellation of this Contract. County also reserves the right at any time to
set-off any amounts it owes to Contractor under this Agreement against any amounts that Contractor
owes to County.
5.8.In-Kind Services. Unless expressly provided herein, this Contract does not authorize any in-kind
services by either Party.
§6.CONTRACTOR’S WARRANTIES AND ASSURANCES
6.1.Full Knowledge of Contract Expectations. Contractor warrants that before submitting its Proposal
and/or entering into this Contract, it had a full opportunity to review all County requirements and/or
expectations for this Contract. Contractor is responsible for being adequately and properly prepared to
execute this Contract. Contractor has satisfied itself in all material respects that it will be able to
perform the Contract as specified herein.
6.2.Complete and Accurate Representations. Contractor certifies that all statements, assurances, records,
and materials submitted to the County in connection with seeking and obtaining this Contract have
been truthful, complete, and accurate.
6.3.Access to Contractor Policies. If the Parties agree in this Contract to follow any Contractor policies, such
as acceptable use or privacy policies, then Contractor shall retain each version of such policy with the
effective dates and shall promptly provide such to the County, if requested.
6.4.Grant Compliance. If any part of this Contract is supported or paid for with any State, federal, or other
third-party funds granted to the County, then Contractor shall comply with all applicable grant
requirements. Upon request of Contractor, the County shall provide Contractor with a copy of the
applicable grant requirements.
6.5.Contractor Incidental Expenses. Except as otherwise expressly provided in this Contract, Contractor
shall be solely responsible and liable for all costs and expenses associated or needed to perform this
Contract, including, but not limited to, any professional dues, association fees, license fees, fines, taxes,
and penalties.
6.6.Equipment and Supplies. Contractor is responsible for providing all equipment and supplies to perform
this Contract, which are not expressly required to be provided by the County.
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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 a County-provided identification badge at all times while working on County premises. In order
to receive a County identification badge, a Contractor Employee shall sign the “Acknowledgement of
Independent Contractor Status” form, Exhibit VIII to this Contract. Contractor shall return all County-
provided identification(s) upon completion of Contractor’s obligations under this Contract.
6.7.5.Background Checks. At the County’s request, Contractor Employees performing work under this
Contract shall be subject to a background check by the County. The scope of the background check is at
the discretion of the County and the results will be used to determine Contractor Employee’s eligibility
to perform work under this Contract. Any request for background checks will be initiated by the County
and will be reasonably related to the type of work requested. Contractor and Contractor Employees
shall provide all information or documents necessary to perform the background check.
6.7.6.Contractor Employee Expenses. All Contractor Employees shall be employed at the Contractor’s sole
expense (including employment-related taxes and insurance). Contractor warrants that all Contractor
Employees shall fully comply with and adhere to the terms of this Contract. Contractor shall be solely
liable for all applicable Contractor Employees’ federal, state, or local payment withholdings or
contributions and/or all Contractor Employee related pension or welfare benefits plan contributions
under federal or state law. Contractor shall indemnify, defend, and hold the County harmless for all
Claims against the County by any Contractor Employee, arising out of any contract for hire or employer-
employee relationship between Contractor and any Contractor Employee including, but not limited to,
Worker’s Compensation, disability pay, or other insurance of any kind.
6.7.7.Contractor’s Compliance with the Patient Protection and Affordable Care Act. If Contractor is subject
to the Patient Protection and Affordable Care Act (“ACA”), PL 111-148, 124 Stat 119, then Contractor
shall ensure that all Contractor Employees, under assignment to the County, and their dependents, as
defined by the ACA, are provided with or have access to insurance as required by the ACA. If Contractor
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is subject to the ACA, Contractor warrants it offers group health coverage to Contractor Employees and
their dependents that is affordable, that provides minimum essential coverage and value, and that each
offer of coverage meets the timing requirements of the ACA. Contractor warrants, whether or not it is
subject to the ACA, that it will pay all applicable fees, taxes, or fines, as set forth in the employer
mandates of the ACA under Tax Code §4980H and related regulations for any Contractor Employee,
whether the fee, tax, or fine is assessed against the Contractor or the County.
6.8.Acknowledgment of Independent Contractor Status.
6.8.1.Independent Contractor. Nothing in this Contract is intended to establish an employer-employee
relationship between the County and Contractor or any Contractor Employee. In no event, shall
Contractor Employees be deemed employees, agents, volunteers, or subcontractors of the County.
Contractor shall ensure that Contractor Employees are apprised of their status and the limitations
independent contractors have of this status.
6.8.2.Contractor/Contractor Employee Representations. Contractor and/or Contractor Employees shall not
represent themselves as County employees. Contractor shall ensure that Contractor Employees do not
represent themselves as County employees.
6.8.3.County Benefits and Plans. Contractor and Contractor Employees shall not be entitled to participate in
any County employee benefit plans and programs, including but not limited to, retirement, deferred
compensation, insurance (including without limitation, health, disability, dental, and life), and vacation
pay. This limitation includes access to benefit plans and programs that are not described by a written
plan. However, Contractor Employees who are retired County Employees may receive vested post-
employment benefits such as retiree health care and pension benefits from Oakland County.
6.8.4.County Reliance. The County entered into this Contract in reliance of the representations made by
Contractor regarding its understanding of the role of independent contractors, its stated relationship to
Contractor Employees, and other representations Contractor has made regarding the management and
performance oversight of Contractor Employees.
6.8.5.Independent Employment Status. If Contractor provides Contractor Employees for staffing and/or leasing
services to County, those Contractor Employees shall sign Exhibit VIII, Acknowledgement of Independent
Employment Status, prior to performing services for the County.
6.9.Permits and Licenses. Contractor shall be responsible for obtaining and maintaining, throughout the
term of this Contract, all licenses, permits, certificates, governmental authorizations, and
business/professional licenses necessary to perform this Contract. Upon request by the County,
Contractor shall furnish copies of any permit, license, certificate, or governmental authorization
necessary to perform this Contract.
6.10.E-Verify. In accordance with Miscellaneous Resolution No.09116 (BOC Minutes, July 30, 2009, pp 37-
38), unless otherwise exempted, all service contractors who wish to contract with the County to
provide services must first certify they have registered with, will participate in, and continue to utilize,
once registered, the E-Verify Program (or any successor program implemented by the federal
government or its departments or agencies) to verify the work authorization status of all newly hired
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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.Foreign Adversary Certification. If Contractor supplies technology or equipment to County, Contractor
certifies that the technology and/or equipment was not produced, assembled or manufactured by a
foreign adversary, as defined, and as prohibited by the federal government.
6.13.Taxes.
6.13.1.Contractor Taxes. Contractor shall collect and pay its local, state, and federal taxes, including but not
limited to, all employment taxes, sales taxes, personal property taxes, and real property taxes. The
County shall not be liable to or required to reimburse Contractor for any local, state, or federal tax of
any kind.
6.13.2.County Tax-Exempt. The County is exempt from state and local sales tax, personal property tax, and real
property tax. Prices under this Contract shall not include taxes, unless the County is not tax-exempt for a
specific Deliverable. Exemption certificates for sales tax will be furnished upon request.
6.14.Warranty for Services. Contractor warrants that all Services shall be performed in compliance with all
applicable laws, statutes, regulations, ordinances, requirements and specifications in the Exhibits,
industry best practices and care, professional standards, and in a diligent, workmanlike, and
expeditious manner. Contractor acknowledges and agrees that time is of the essence for all Services.
6.15.Warranty for Goods. All Deliverables that are goods shall be subject to the following warranties:
6.15.1.Warranty of Merchantability. Goods provided by Contractor pursuant to this Contract shall: (a) be of
good quality; (b) be fit for their ordinary purpose; (c) be adequately contained and packaged; and (e)
conform to the specifications and descriptions contained in this Contract. Contractor acknowledges
and agrees that time is of the essence for providing all Deliverables that are goods.
6.15.2.Warranty of Fitness for a Particular Purpose. If Contractor knows or has reason to know that the
goods will be used for a particular purpose and the County is relying on Contractor’s skill or judgment to
select or furnish the goods, then there is a warranty that the goods are fit for a particular purpose.
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6.15.3.Warranty of Title. All goods conveyed to the County shall be conveyed and transferred: (a) with good
title; (b) free from any security interest, lien, or encumbrance that the County did not have knowledge
of when the Contract was executed; and (c) free of any rightful claim of infringement or similar claim by
a third-party.
6.16.EXCEPT AS EXPRESSLY PROVIDED IN THIS CONTRACT, THE SOFTWARE, SERVICES, DOCUMENTATION
AND DATA OR DELIVERABLES PROVIDED BY CONTRACTOR ARE PROVIDED “AS IS”, “AS AVAILABLE” AND
“WITH ALL FAULTS,” AND CONTRACTOR EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS AND
WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT
NOT LIMITED TO, ANY WARRANTIES OF OPERABILITY, CONDITION, TITLE, VALUE, ACCURACY OF DATA,
OR QUALITY, AS WELL AS ANY WARRANTIES OF MERCHANTABILITY, SYSTEM INTEGRATION,
SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THE ABSENCE OF ANY DEFECTS THEREIN,
WHETHER LATENT OR PATENT.
6.17.ADA and Section 508 Compliance. If Contractor is providing a Deliverable that requires County Agents
or the public to use a software application or to access a website, Contractor warrants that end users
can utilize the software or access the website in accordance with the accessibility requirements of the
ADA and the Rehabilitation Act of 1973. Contractor’s Deliverable will conform, where relevant, to level
AA of the World Wide Web Consortium (W3C) Web Content Accessibility Guidelines (WCAG) 2.0.
Contractor may provide a description of conformance with the above-mentioned specifications by
means of a completed Voluntary Product Accessibility Template for WCAG 2.0 (WCAG 2.0 VPAT) or
another comparable document. Any additional compliance requirements shall be specified in the Scope
of Contractor’s Software Exhibit IX.
§7.LIABILITY
7.1.CONTRACTOR INDEMNIFICATION. CONTRACTOR SHALL INDEMNIFY, DEFEND, AND HOLD THE COUNTY
HARMLESS FROM ALL CLAIMS, INCURRED BY OR ASSERTED AGAINST THE COUNTY BY ANY PERSON OR
ENTITY, WHICH ARE ALLEGED TO HAVE BEEN CAUSED DIRECTLY OR INDIRECTLY FROM THE ACTS OR
OMISSIONS OF CONTRACTOR OR CONTRACTOR’S EMPLOYEES. THE COUNTY’S RIGHT TO
INDEMNIFICATION IS IN EXCESS AND ABOVE ANY INSURANCE RIGHTS/POLICIES REQUIRED BY THIS
CONTRACT.
7.2.NO INDEMNIFICATION FROM THE COUNTY. CONTRACTOR SHALL HAVE NO RIGHTS AGAINST THE
COUNTY FOR INDEMNIFICATION, CONTRIBUTION, SUBROGATION, OR ANY OTHER RIGHT TO BE
REIMBURSED BY THE COUNTY, EXCEPT AS EXPRESSLY PROVIDED HEREIN.
7.3.LIMITATION OF LIABILITY.
7.3.1. COUNTY SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, REMOTE,
SPECULATIVE, PUNITIVE, EXEMPLARY, LIQUIDATED, TREBLE, OR SPECIAL DAMAGES, INCLUDING, BUT
NOT LIMITED TO, LOSS OF PROFIT, OPPORTUNITY, USE, REVENUE, DATA, OR GOODWILL, WHETHER
BASED IN WHOLE OR IN PART IN CONTRACT, TORT, EQUITY, STRICT LIABILITY, UNDER STATUTE, OR ANY
OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR
CONTEMPLATED AND EVEN IF COUNTY WAS ADVISED OR AWARE OF THE POSSIBILITY OF SUCH
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DAMAGES.
7.3.2. COUNTY SHALL NOT BE LIABLE IN CONTRACT, TORT, EQUITY, STRICT LIABILITY, UNDER STATUTE, OR
ANY OTHER THEORY OF LIABILITY, FOR TOTAL AGGREGATE DAMAGES IN EXCESS OF COUNTY’S
PAYMENT OBLIGATIONS TO CONTRACTOR FOR THE DELIVERABLES, SOFTWARE, AND SERVICES
UNDER THIS CONTRACT.
7.3.3. CONTRACTOR SHALL NOT BE LIABLE IN CONTRACT, TORT, EQUITY, STRICT LIABILITY, UNDER
STATUTE, OR ANY OTHER THEORY OF LIABILITY, FOR TOTAL AGGREGATE DAMAGES IN EXCESS OF
THE GREATER OF THE FOLLOWING: (A) COUNTY’S PAYMENT OBLIGATIONS TO CONTRACTOR FOR
THE DELIVERABLES, SOFTWARE, AND SERVICES UNDER THIS CONTRACT; OR (B) THE COVERAGE
LIMITS IN CONTRACTOR’S INSURANCE POLICIES REQUIRED BY THIS CONTRACT.
§8.INSURANCE AND BOND REQUIREMENTS
8.1.Contractor Provided Insurance. At all times during this Contract, Contractor shall obtain and maintain
insurance according to the requirements listed in Exhibit I.
8.2.Contractor Provided Bonds. Pursuant to Public Act 213 of 1963, if the Contract Not to Exceed Amount
exceeds fifty thousand dollars ($50,000.00) and the Contract is for the construction, alteration, or repair
of any public building or public work or improvement of the County, then the Contractor shall furnish,
at its sole cost, a performance bond and a payment bond to the County, which shall become binding
upon execution of the Contract. Each bond shall be in an amount fixed by the County, as set forth in
Exhibit IX, but in no event shall each bond be less than 25% of the Contract Not to Exceed Amount.
§9.INTELLECTUAL PROPERTY
9.1.Contractor Use of County Licensed Software. In order for Contractor to perform this Contract, the
County may permit Contractor or Contractor Employees to access certain Software licensed to the
County. Contractor or Contractor Employees shall not transfer, remove, use, copy, or otherwise
provide or make available such Software or documentation to any other person or entity, for any
purpose, without the prior written consent of the County and/or the licensor. Furthermore, neither
Contractor nor Contractor Employee shall produce a source listing, decompile, disassemble, or
otherwise reverse engineer any Software. Neither Contractor nor Contractor Employee shall use any
Software contrary to the provisions of any applicable Software license agreement or state or federal
law.
9.2.Contractor License to Use County Servicemarks. If this Contract involves the use of County servicemarks, then
Contractor is granted a license to use the servicemarks subject to the terms listed in Exhibit VII. Contractor shall
only use the servicemarks as directed by the County in Exhibit VII. If Exhibit VII is not selected and attached to this
Contract, Contractor shall not and has no right to use County servicemarks.
9.3.Assignment of Rights. In consideration for the performance of this Contract and the fees paid to Contractor,
Contractor agrees that Contractor shall have no copyright, patent, trademark, or trade secret rights in
County Intellectual Property. Contractor shall ensure Contractor Employees assign their rights and
interests in County Intellectual Property to the County.
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9.4.Ownership Rights. The County acknowledges and agrees that, as between The County and
Contractor, all worldwide right, title and interest in and to the Software, Documentation and related
materials (including without limitation, all modifications, alterations, improvements and
enhancements thereto and any derivative works thereof, whether created through the provision of
Service or otherwise) and all copies thereof, including all Intellectual Property Rights in or related to
the Software and Documentation, are and shall remain the exclusive property of Contractor (the
“Contractor IP”). The Contractor IP is protected by copyright laws and international copyright
treaties, as well as other intellectual property laws and treaties. The Software and Documentation
are licensed, not sold. Except for the rights expressly granted herein, The County shall have no rights
to or other interests in the Contractor IP. Contractor reserves all rights not explicitly granted to The
County under this Agreement.
9.5.The Contractor’s Software includes software products (“Third-Party Components”) produced and
licensed to Contractor by third parties (“Third-Party Suppliers”). Third-Party Components are
protected by copyright and other intellectual property rights and elements thereof, including but not
limited to any images, photographs, animations, video, audio, music, text and “applets” incorporated
into the Contractor’s products, are owned by the Third-Party Suppliers. The County shall not remove,
modify or obscure any copyright trademark or other proprietary rights notices that are contained in
or on the Third-Party Components. The Third-Party Components are protected by copyright laws and
international copyright treaties, as well as other intellectual property laws and treaties. The County’s
possession, access, or use of the Third-Party Components does not transfer any ownership of the
Third-Party Components or any intellectual property rights to The County.
9.6.The County may not reverse engineer, decompile, or disassemble the Software (including any Third-
Party Components), except and only to the extent that applicable law, notwithstanding this
limitation, expressly permits such activity. The County acknowledges that Contractors Third-Party
Suppliers disclaim, to the extent permitted by applicable law, all warranties by them and any liability
by Contractor’s Third-Party Suppliers or their suppliers for any damages, whether direct, indirect, or
consequential, arising from the Third-Party Components included in the Software. The County
permits the disclosure by Contractor of software usage information to Contractor’s Third-Party
Suppliers as required under the agreement(s) between Contractor and Contractor’s Third-Party
Suppliers. Such disclosure is limited only to the County name and address.
9.7.Infringement Remedies. If, in either Party’s opinion, any of the services or Deliverables supplied by
Contractor or Contractor Employees are likely to become the subject of a copyright, patent, trademark, or
trade secret infringement claim, Contractor shall at its own expense: (a) procure for County the right to
continue using the services or Deliverables, or if this option is not reasonably available to Contractor; (b)
replace or modify the same so that it becomes non-infringing; or (c) accept its return by County with
appropriate credits to County and reimburse County for any losses or costs incurred as a consequence of
County ceasing its use and returning it.
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§10.CONFIDENTIAL INFORMATION
10.1.Contractor Use of Confidential Information. Contractor and Contractor Employees shall use appropriate
safeguards to protect the confidentiality and integrity of Confidential Information. Contractor shall not
reproduce, provide, disclose, or give access of Confidential Information to any Contractor Employee or
third-party not having a legitimate need to know. Contractor and Contractor Employees shall only use the
Confidential Information for performance of this Contract. Notwithstanding the foregoing, Contractor may
disclose the Confidential Information, if required by law, statute, or other legal process; provided that
Contractor: (a) gives the County prompt written notice of the impending disclosure; (b) provides
reasonable assistance to the County in opposing or limiting the disclosure; and (c) makes only such
disclosure as is compelled or required. This Contract imposes no obligation upon Contractor with respect
to any Confidential Information which Contractor can establish by legally sufficient evidence: (a) was in
possession of or was known by Contractor, prior to its receipt from the County, without any obligation to
maintain its confidentiality; or (b) is obtained by Contractor from a third-party having the right to disclose
it, without an obligation to keep such information confidential.
10.2.County Confidentiality Obligations. County has no obligation to Contractor to keep confidential any
information or records that are required to be disclosed by County under the Michigan Freedom of
Information Act, 1976 PA 442, as amended (the “FOIA”) nor shall County be obligated to inform or
provide notice to Contractor regarding the disclosure of information or records that are required to be
disclosed under the FOIA. Furthermore, County may disclose Confidential Information to third parties if
required by law, statute, subpoena, court order, or other legal process.
§11.COUNTY DATA. If Contractor uses or possesses County Data in the performance of this Contract, then
the following provisions contained in this section apply:
11.1.Use of County Data. Contractor and Contractor Employees shall have a limited license to County Data,
including a license to collect, process, store, generate, and display County Data but only to the extent
necessary to provide services under this Contract. Contractor and Contractor Employees may not use, sell,
rent, transfer, distribute, or otherwise disclose or make available County Data to any third-party, for
Contractor’s own purposes, or for the benefit of anyone other than the County, without the County’s prior
written consent, unless otherwise provided for within an Exhibit to this Contract.
11.2.Unauthorized Access/Disclosure or Theft of County Data. Contractor or Contractor Employees shall
notify the County’s Chief Information Officer as soon as practicable but no later than forty-eight (48) hours
of “Discovery” of suspected unauthorized access, acquisition, disclosure, or theft of County Data (a
“Security Breach”). “Discovery” means the first day on which the Security Breach is known to Contractor
or Contractor Employees. Upon Discovery of a Security Breach, Contractor shall do the following: (a) take
reasonable measures to promptly cure the deficiencies relating to the Security Breach in order to secure
County Data; (b) cooperate with the County in investigating the occurrence, including making available all
relevant records, logs, files, and data reporting materials required upon request by the County; and (c)
comply with all applicable federal or state laws and regulations pertaining to unauthorized disclosures or
as otherwise directed by the County. If Contractor uses or possesses County Data described in Exhibit II
(HIPAA), Exhibit III (PII), or Exhibit IV (CJIS), Contractor shall follow the procedures in the applicable
Exhibits governing the unauthorized access/disclosure or theft of County Data.
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11.3.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 permit Contractor Employees to store County Data on
portable devices, including, but not limited to, personal computers, tablets, laptops, and phones, except for
portable devices that encrypt County Data at rest, have up-to-date firewall and antivirus protection, require
multi-factor authentication to access, and are used and kept within the U.S. Contractor shall permit its
Contractor Employees to access County Data remotely only as required to provide the Deliverables.
11.4.Requirements for PCI Data. If Contractor possesses, stores, processes, or transmits County Data that
is considered Payment Card Industry (PCI) Data by the PCI Security Standards Council, Contractor
shall comply with PCI Data Security Standard (DSS) and shall provide the County with a copy of its PCI
DSS Attestation of Compliance and its Certificate of Compliance with PCI Data Security Standard on or
before the Effective Date. Contractor warrants that it will keep its Certification of Compliance with
PCI Data Security Standard current and will provide evidence that the Certification of Compliance is
current to County upon request.
11.5.Response to Legal Request for County Data. If the County receives a Court Order, a Freedom of
Information Act (FOIA) request, or other legal request to provide County Data held by Contractor, then
Contractor shall provide County Data to the County, in a format directed by the County, within the time
frame required by law.
11.6.Obligations upon Expiration, Termination or Cancellation of Contract. At the County’s sole discretion,
upon expiration, termination, or cancellation of this Contract, Contractor shall return County Data in a
mutually agreeable format in a prompt and orderly manner or provide for the secure disposal of County
Data as directed by County.
§12.INFORMATION TECHNOLOGY STANDARDS. If Contractor provides a technology application or requires
the use of the Internet to access a Deliverable, the following sections apply:
12.1.County Standards. If Contractor and Contractor Employees that will be given access to the County
Network, Contractor and Contractor Employees shall comply with the County Electronic
Communications and Use of Technology Policy.
12.2.Implementation of Security Measures. Contractor shall implement and maintain appropriate
administrative, technical, and organizational security measures to safeguard against unauthorized
access to the County Network and County Data. Such measures shall be in accordance with security
industry best practice and not less stringent than the measures Contractor applies to protect its own
data of a similar kind.
12.3.Completion of County Security Questionnaire. Contractor warrants it has completed the County’s
security questionnaire. Each year, prior to the anniversary date of this Contract, and upon receipt of
the County’s security questionnaire, Contractor shall promptly provide the County with the answers to
the County’s security questionnaire.
§13.GENERAL TERMS AND CONDITIONS
13.1.Access to County Property or Facilities. As set forth in this Contract, Contractor has access to and the
right to use County property and facilities necessary to perform this Contract. Unless otherwise
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provided in this Contract or Contractor receives prior written permission from the County’s Director
responsible for the department requiring access outside of Business Days, Contractor may only access
and use County property and facilities for performance of this Contract on Business Days.
13.2.Signs on County Property or Facilities. Contractor shall not place any signs or advertisements on
County property or facilities without the prior written permission of the County’s Director of Facilities
Management, successor, or designee.
13.3.Use of County Property or Facilities. While performing this Contract, Contractor shall keep County
property or facilities, and anything stored thereon in a clean, safe, sanitary, responsible, and healthful
condition and shall keep the property and facilities in a manner that will not prevent or interfere with
the County’s performance of its functions.
13.4.Removal of Contractor's Personal Property. At the expiration or termination of this Contract,
Contractor shall leave County property or facilities in the same condition that Contractor found them
and clean of all rubbish. Contractor shall remove all of its personal property within thirty (30) Days of
expiration or termination of this Contract. If Contractor does not remove its personal property within
the thirty (30) Day period, then the County may, at County’s sole discretion, dispose of the personal
property and bill Contractor for any costs associated with the removal and disposal or keep, have all
rights to, and be the owner of the personal property.
13.5.Damage to County Property or Facilities. Contractor shall be responsible for any damage to any
County property or a facility that is caused by Contractor or Contractor Employees. If damage occurs,
the County shall make the necessary repairs and/or replacements or cause a third-party to make the
necessary repairs or replacements, provided, however, that Contractor shall reimburse the County for
all costs associated with repairing and/or replacing the damaged property or facilities. Without limiting
any of County’s other setoff rights in this Contract, County has the right to set-off those costs and/or
damages from any amounts due and owing Contractor.
13.6.Damage to Contractor’s Property. Contractor shall be solely liable and responsible for any loss or damage to
Contractor’s personal property located, kept, or stored on or at County property or facilities during
performance of this Contract.
13.7.County’s Right to Suspend Contract Performance. Upon written notice, the County may require
Contractor to suspend performance of this Contract if Contractor has failed to comply with any federal,
state, or local laws or any requirements contained in this Contract. The right to suspend performance
of this Contract is in addition to the County’s right to terminate and/or cancel this Contract. The County
shall incur no penalty, expense, or liability to Contractor if the County suspends performance of this
Contract under this Section.
13.8.Discrimination. Contractor, and its subcontractors under this Contract, shall not discriminate against
an employee or an applicant for employment in hiring, any terms and conditions of employment or
matters related to employment regardless of race, color, religion, sex, sexual orientation, gender
identity or expression, national origin, age, genetic information, height, weight, disability, veteran
status, familial status, marital status or any other reason, that is unrelated to the person's ability to
perform the duties of a particular job or position, in accordance with applicable federal and state laws.
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13.9.Conflict of Interest. Pursuant to Public Act 317 and 318 of 1968, as amended (MCL 15.301, et seq. and
MCL 15.321, et seq.), no contracts shall be entered into between the County and any County Agent. To
avoid any real or perceived conflict of interest, Contractor shall disclose to the County the identity of all
Contractor Employees and all Family Members of Contractor Employees who: a) are employed by the
County on the date the Contract is executed; and b) become employed by the County during the term
of the Contract. Contractor shall also disclose to the County the identity of all County Agents and all
Family Members of County Agents who: a) are employed by Contractor on the date the Contract is
executed; and b) become employed by Contractor during the term of the Contract. For the purposes of
this section, “Family Member” means a person's spouse or spouse's sibling or child; a person's sibling or
sibling's spouse or child; a person's child or child's spouse; or a person's parent or parent's spouse, and
includes these relationships as created by adoption, marriage, or law.
13.10.Access and Records. Contractor will maintain accurate books and records in connection with performance of
this Contract for thirty-six (36) months after the end of this Contract and Contractor shall provide the County
with reasonable access to such books and records, upon request.
13.11.Audit. The County or an independent auditor hired by the County may perform contract audits (in its
sole discretion) and shall have the authority to access all pertinent records and data and to interview
any Contractor Employee during the term of this Contract and for a period of three years after final
payment. Contractor shall explain any audit findings, questioned costs, or other Contract compliance
deficiencies to the County within thirty (30) Business Days of receiving the draft audit report.
Contractor’s written response shall include all necessary documents and information that refute the
draft audit report and an action plan to resolve the audit findings. A copy of Contractor’s response will
be included in the final report. Failure by Contractor to respond in writing within thirty (30) Business
Days shall be deemed acceptance of the draft audit report and will be noted in the final report.
13.12.Assignments/Delegations/Subcontracts.
13.12.1.Prior Written Consent Required. Except by operation of law, neither Party may assign, delegate, or
subcontract any of its duties, obligations, or rights under this Contract without the prior written consent
of the other Party; provided, however, Contractor may assign, delegate, or subcontract this Contract to
an affiliate or subsidiary, or as a result of a change of ownership due to the sale of Contractor’s assets,
as long as the affiliate or subsidiary or new ownership 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.
13.12.2.Flow Down Clause Required. Any assignment, delegation, or subcontract by Contractor must include a
requirement that the assignee, delegee, or subcontractor will comply with the terms and conditions of
this Contract. The assignment, delegation, or subcontract shall in no way diminish or impair
performance of any term or condition of this Contract.
13.12.3.Contractor Responsibility for Assigns/Delegates/Subcontractors. If Contractor assigns, delegates, or
subcontracts this Contract, in whole or in part, Contractor shall remain the sole point of contact
regarding all matters under this Contract and shall remain liable for performance of this Contract.
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Contractor is solely responsible for the management of assignees, delegees, and subcontractors.
13.12.4.Performance Required. If an assignee, delegee, or subcontractor fails to perform as required under this
Contract, Contractor shall contract with another entity for such performance. Any additional costs
associated with securing another assignee, delegee, or subcontractor shall be the sole responsibility of
Contractor.
13.13.Non-Exclusive Contract. This Contract is a non-exclusive agreement. No provision in this Contract limits
or is intended to limit, in any way, Contractor’s right to offer and provide its services to the general
public, other business entities, municipalities, or governmental agencies during or after the term of this
Contract. Similarly, the County may freely engage other persons to perform the same work that
Contractor performs. Except as provided in this Contract, this Contract shall not be construed to
guarantee Contractor or any Contractor Employee any fixed or certain number of Deliverables.
13.14.No Third-Party Beneficiaries. Except as provided for the benefit of the Parties, this Contract does not
and is not intended to create any obligation, duty, promise, contractual right or benefit, right to be
indemnified, right to be subrogated to the Parties’ right in this Contract, or any other right in favor of
any other person or entity.
13.14.1.Survival of Terms and Conditions. The following terms and conditions shall survive and continue in full
force beyond the termination or cancellation of this Contract (or any part thereof) until the terms and
conditions are fully satisfied or expire by their nature: Section 1. Contract Definitions, Section 5. Scope
of Deliverables and Financial/Payment Obligations, Section 6. Contractor’s Warranties and Assurances,
Section 7. Liability, Section 8. Insurance and Bond Requirements, Section 9. Intellectual Property,
Section 10. Confidential Information, Section 11. County Data, Section 13. General Terms and
Conditions; and if incorporated into this Contract, Exhibit II: Business Associate Agreement (Health
Insurance Portability and Accountability Act Requirements), Exhibit III: Requirements for Contractors
with Access to County PII (Personally Identifiable Information) and Exhibit IV: Requirements for
Contractors with Access to CJIS Data (Criminal Justice Information Security.
13.15.Reservation of Rights. This Contract does not, and is not intended to impair, divest, delegate, or
contravene any constitutional, statutory, or other legal right, privilege, power, obligation, duty, or
immunity of the County.
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13.16.Compliance with Laws. Contractor shall comply with all federal, state, and local laws, statutes,
ordinances, regulations, executive orders, insurance policy requirements, and requirements applicable
to its activities under this Contract. Contractor shall comply with all applicable laws and regulations
related to the import, export, re-export, transfer, shipping, sale, re-sale, and/or use of goods, services,
information, data, and equipment involving or related to this Contract.
13.17.Force Majeure. Notwithstanding any other term or condition of this Contract, neither Party shall be
liable for failure to perform contractual duties or obligations caused by events beyond their reasonable
control, including but not limited to: (a) acts of public enemies; (b) natural disasters; (c) terrorism; (d)
war; (e) insurrection or riot; (f) natural disasters; (g) strikes, lockouts, work stoppages, or other labor
difficulties; or (h) compliance with law. Reasonable notice shall be given to the affected Party of such
event. Contractor is expected, through insurance or alternative temporary or emergency service
arrangements, to continue its contractual duties or obligations if a reasonably anticipated, insurable
business risk, such as business interruption or any insurable casualty or loss occurs.
13.18.Notices.
13.18.1.Written Notice. All notices required under this Contract shall be in writing. Notices shall be effective:
(a) the next Business Day, if personally delivered; (b) the third Business Day, if sent by U.S. mail, postage
prepaid, return receipt requested; (c) the next Business Day, if sent by a nationally recognized overnight
express courier with a reliable tracking system; or (d) the next Business Day with a written response or
receipt of confirmation, if sent by e-mail or fax.
13.18.2.Notice to Contractor. Unless otherwise specified, Notice to Contractor shall be addressed to the
Contract Administrator listed on the first page of this Contract.
13.18.3.Notice to County. Unless otherwise specified herein, Notice to the County shall be addressed to
Purchasing, the County Project Manager (if applicable), and the County Contract Administrator(s) listed
on the first page of this Contract.
13.19.Captions. Section and subsection numbers, captions, and any index to sections or subsections
contained in this Contract are intended for the convenience of the reader and are not intended to have
any substantive meaning and shall not be interpreted to limit or modify any substantive provisions of
this Contract. In this Contract, for any noun or pronoun, use of the singular or plural form, use of the
nominative, possessive, or objective case, and any reference to gender (masculine, feminine, and
neuter) shall mean the appropriate form, case, or gender as the context requires.
13.20.Waiver. Waiver of any term or condition under this Contract must be in writing and notice given
pursuant to this Contract. No written waiver, in one or more instances, shall be deemed or construed
as a continuing waiver of any term or condition of this Contract. No waiver by either Party shall
subsequently affect its right to require strict performance of this Contract.
13.21.Cumulative Remedies. A Party’s exercise of any remedy shall not preclude the exercise of any other
remedies, all of which shall be cumulative. A Party shall have the right, in its sole discretion, to
determine which remedies are to be exercised and in which order.
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13.22.Severability. If a court of competent jurisdiction finds a term or condition of this Contract to be illegal
or invalid, then the term or condition shall be deemed severed from this Contract. All other terms or
conditions shall remain in full force and effect. Notwithstanding the above, if Contractor’s promise to
indemnify or hold the County harmless is found illegal or invalid, Contractor shall contribute the
maximum it is permitted to pay by law toward the payment and satisfaction of any Claims against the
County.
13.23.Dispute Resolution. All disputes arising under or relating to the execution, interpretation,
performance, or nonperformance of this Contract involving or affecting the Parties may first be
submitted to the respective Project Manager (if applicable) and Contract Administrators for possible
resolution.
13.24.Governing Laws/Consent to Jurisdiction and Venue. This Contract shall be governed, interpreted, and
enforced by the laws of the State of Michigan, excluding Michigan’s conflict of law principles. Except as
otherwise required by law or court rule, any action brought to enforce, interpret, or decide any Claim
arising under or related to this Contract shall be brought in the Sixth Judicial Circuit Court of the State of
Michigan, the 50th District of the State of Michigan, or the United States District Court for the Eastern
District of Michigan, Southern Division, as dictated by the applicable jurisdiction of the court. Except as
otherwise required by law or court rule, venue is proper in the courts set forth above. The choice of
forum set forth above shall not be deemed to preclude the enforcement of any judgment obtained in
such forum or taking action under this Contract to enforce such judgment in any appropriate
jurisdiction.
13.25.Entire Contract. This Contract represents the entire agreement and understanding between the
Parties. This Contract supersedes all other prior oral or written understandings, communications,
agreements, or contracts between the Parties. The language of this Contract shall be construed as a
whole according to its fair meaning and not construed strictly for or against any Party.
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EXHIBIT I
CONTRACTOR INSURANCE REQUIREMENTS
During this Contract, the Contractor shall provide and maintain, at Contractor’s own expense, all insurance as set
forth and marked below, protecting the County against any Claims, as defined in this Contract. The insurance
shall be written for not less than any minimum coverage herein specified. Limits of insurance required in no way
limit the liability of the Contractor.
Primary Coverages
Commercial General Liability Occurrence Form including: (a) Premises and Operations; (b) Products and
Completed Operations (including On and Off Premises Coverage); (c) Personal and Advertising Injury; (d) Broad
Form Property Damage; (e) Broad Form Contractual including coverage for obligations assumed in this Contract;
$1,000,000 – Each Occurrence Limit
$1,000,000 – Personal & Advertising Injury
$2,000,000 – Products & Completed Operations Aggregate Limit
$2,000,000 – General Aggregate Limit
$ 100,000 – Damage to Premises Rented to You (formally known as Fire Legal Liability)
Workers’ Compensation Insurance with limits statutorily required by any applicable Federal or State Law and
Employers Liability insurance with limits of no less than $500,000 for each accident, $500,000 for a disease for
each employee, and $500,000 for a disease policy limit. Contractor must comply with one of the following:
1.☒Be a Fully Insured or State approved self-insurer;
2.☐Sole Proprietors must submit a signed Sole Proprietor form; or
3.☐ Exempt entities, Partnerships, LLC, etc., must submit a State of Michigan form WC-337 Certificate of
Exemption.
Evidence of workers’ compensation insurance is not necessary if neither Contractor nor any Contractor
Employees come onsite to any County real property, land, premises, buildings, or other facilities in the
performance of this Contract.
Commercial Automobile Liability Insurance covering bodily injury or property damage arising out of the use of
any owned, hired, or non-owned automobile with a combined single limit of $1,000,000 each accident. This
requirement is waived if there are no company owned, hired or non-owned automobiles utilized in the
performance of this Contract.
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Commercial Umbrella/Excess Liability Insurance with minimum limits of $2,000,000 each occurrence. This
coverage shall be in excess of the scheduled underlying General Liability, Automobile Liability, and Employer’s
Liability Insurance policies with exclusions that are not broader than those contained in the underlying policies.
This Umbrella/Excess requirement may be met by increasing the primary Commercial General Liability limits to
meet the combined limit requirement.
Supplemental Coverages. The following supplemental coverages are required if selected (checked):
1.☒ Professional Liability/Errors & Omissions Insurance (i.e., Consultants, Technology Vendors, Architects,
Engineers, Real Estate Agents, Insurance Agents, Attorneys, etc.) with minimum limits of $1,000,000 per
claim and $1,000,000 aggregate.
2.☒ Cyber Liability Insurance with minimum limits of $1,000,000 per claim and $1,000,000 aggregate.
General Insurance Conditions
The aforementioned insurance shall be endorsed, as applicable, and shall contain the following terms, conditions,
and/or endorsements. All certificates of insurance shall provide evidence of compliance with all required terms,
conditions and/or endorsements.
1.All policies of insurance shall be on a primary, non-contributory basis with any other insurance or self-
insurance carried by the County;
2.The insurance company(s) issuing the policy(s) shall have no recourse against the County for subrogation
(policy endorsed written waiver), premiums, deductibles, or assessments under any form. All policies shall be
endorsed to provide a written waiver of subrogation in favor of the County;
3.Any and all deductibles or self-insured retentions shall be assumed by and be at the sole risk of the Contractor;
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4.Contractor shall be responsible for their own property insurance for all equipment and personal property
used and/or stored on County property;
5.The Commercial General Liability and Commercial Automobile Liability policies along with any required
supplemental coverages shall be endorsed to name the County of Oakland and it officers, directors,
employees, appointees, and commissioners as additional insured where permitted by law and policy form;
6.If the Contractor’s insurance policies have higher limits than the minimum coverage requirements stated in
this document the higher limits shall apply and in no way shall limit the overall liability assumed by the
Contractor under contract.
7.The Contractor shall require its contractors or sub-contractors, not protected under the Contractor’s
insurance policies, to procure and maintain insurance with coverages, limits, provisions, and/or clauses equal
to those required in this Contract;
8.Certificates of insurance must be provided prior to the County’s execution of the Contract and must bear
evidence of all required terms, conditions and endorsements; and provide thirty (30) days’ written notice of
cancellation/material change endorsement to the insurance coverages required by this Exhibit.
9.All insurance carriers must be licensed and approved to do business in the State of Michigan along with the
Contractor’s state of domicile and shall have and maintain a minimum A.M. Best’s rating of A- unless
otherwise approved by the County Risk Management Department.
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Exhibit VI
SOFTWARE LICENSE
1. Subject to payment of all applicable Fees and full compliance by the County with the terms and conditions of this
Agreement, Contractor hereby grants to the County a non-exclusive, non-transferable, non-sublicensable license to Use
the Software, Contractor’s ASP facility, host software, database server and Documentation for the County’s internal
business purposes (the “License”). The scope of the License is defined by the terms and conditions of this Agreement. the
County acknowledges that there are no additional licenses granted by Contractor by implication under this Agreement.
Contractor reserves all rights that are not expressly granted.
2. Contractor shall (a) host, operate, and maintain the Software on servers operated by or for Contractor; (b) provide The
County with access to the Software and the County Data during the term of any Statement of Work solely for the
Purpose; and (c) provide the Services in accordance with any Service Level Objectives as defined in the applicable
Statement of Work. The County agrees that any use other than solely for the Purpose would require additional
consideration and the prior written approval of Contractor. Notwithstanding anything herein to the contrary, Contractor
retains the right to update and modify the Software as per the terms of any Scope of Deliverables that is mutually agreed
upon in writing by the Parties.
3. During the term of any Scope of Deliverables and subject to The County’s compliance with the terms and conditions of
this Agreement, Contractor hereby grants to The County a non-exclusive, non-transferable, non-sublicensable license to
copy and distribute the Documentation solely for internal use and to the extent necessary for The County to incorporate
portions of such Documentation into The County’s own documentation. Except as otherwise provided in the Contract, the
County acknowledges that the Documentation is Contractor’s confidential information, and the County agrees to ensure
that all proprietary notices placed on the original copies by Contractor, such as copyright notices, trademark notices, and
confidentiality notices, are also included in the same manner on all copies. The County may not modify or make
derivative works of the Documentation.
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EXHIBIT IX
SCOPE OF CONTRACTOR DELIVERABLES/FINANCIAL OBLIGATIONS
1. Introduction
1.1.Contractor shall provide County with maintenance and subscription services for the MDSL Connect
System (the “System”). The System will provide a Telecom Expense Management solution.
2. Services
The Services provided by Contractor shall include maintenance & subscription for the following system
features:
2.1.TTS 101: Call Accounting – First 10,000 Extensions
2.2.TTS WF: TTS Work Order-Trouble Ticket
2.3.TTS 107: TTS Inventory (Fixed Assets)
2.4.TTS 108: TTS Premise Wiring/Cable Management
2.5.TTS 114: TTS Vendor Feed Format Conversion 1-5
2.6.TTS 123: Switch Integration - Authorization Code
2.7.TTS 124: General Ledger Journal File
2.8.SB 411B: Micro Poll Polling Device
2.9.ASTS 100A: CCMI Rate Table Subscription
3. Pricing
Cost Description. Contractor shall provide the Deliverables for the following pricing:
Description Term Cost
Annual Software
Maintenance
10/1/2022 - 10/1/2023 $41,552
Annual CCMI Rate Table
Tariff Subscription
10/1/2022 - 10/1/2023 $1,590
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Total Annual Cost $43,142
Total for 3 years of maintenance $129,426
4. Payment
4.1.The County shall provide payment for the first year of Support and Maintenance upon contract
execution, and receipt of invoice.
4.2.Additional years of Support and Maintenance will be paid upon receipt of annual invoice.
