HomeMy WebLinkAboutReports - 2023.12.07 - 40851
AGENDA ITEM: Contract Extension with InfoSend, Inc. for Utility Billing Print and Mailing Services
DEPARTMENT: Water Resources Commissioner
MEETING: Board of Commissioners
DATE: Thursday, December 7, 2023 6:00 PM - Click to View Agenda
ITEM SUMMARY SHEET
COMMITTEE REPORT TO BOARD
Resolution #2023-3586
Motion to approve an 11-month contract extension with InfoSend, Inc. for a not to exceed amount of
$236,199.82 through December 31, 2024; further, no budget amendment is required.
ITEM CATEGORY SPONSORED BY
Resolution Yolanda Smith Charles
INTRODUCTION AND BACKGROUND
A contract extension for InfoSend, Inc., is needed to provide uninterrupted service while a new utility
billing service is being implemented. The Office of the Water Resources Commissioner (WRC)
utilizes InfoSend, Inc., a vendor for bill printing, special notice printing, and mailing services for
water and sewer customers on behalf of certain Oakland County municipalities. The contract for
these print and mailing services is between Oakland County and InfoSend, Inc. The contract with
InfoSend, Inc. was first established on October 1, 2015 and is set to expire on January 31,
2024. The WRC uses NorthStar, a utility billing system from Harris Computer Systems to produce a
monthly data file that provides customer billing information which is sent to InfoSend, Inc. so that
bills and notices can be printed and mailed to the appropriate customers. The WRC is
implementing SpryPoint, a new utility billing system to replace NorthStar as part of an approved
2019-2020 Master Plan project. The bid process for a new bill print and mailing services provider
needs to be postponed until after the new utility billing system is implemented and tested. This
delay will avoid needless problems associated with integrating a new bill printing solution with
NorthStar, then again unnecessarily repeating the process with the SpryPoint
replacement. InfoSend, Inc. has agreed to extend its contract for an additional 11 months without
an increase in fees. The anticipated cost for continuing the contract for postage, materials and
services brings the contract “not to exceed” amount to $236.199.82. 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.”
POLICY ANALYSIS
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
Nancy Basch
Kelsey Cooke, WRC Manager and Chief Legal Officer
Brian Coburn
ITEM REVIEW TRACKING
Aaron Snover, Board of Commissioners Created/Initiated - 12/7/2023
AGENDA DEADLINE: 12/07/2023 6:00 PM
ATTACHMENTS
1. 2023-11-29 Memo to EDI Committee Infosend Contract Extension
2. InfoSend Contract Extension Supporting Documentation
3. InfoSend
4. 004564_CO_01
5. 004564_CO_02
6. 008188_CO_03 - signed
7. Oakland County Amendment 008188_04 - signed
8. Oakland County_008188_CO_05 - signed
COMMITTEE TRACKING
2023-11-29 Economic Development & Infrastructure - Recommend to Board
2023-12-07 Full Board - Adopt
Motioned by: Commissioner Charles Cavell
Seconded by: Commissioner Ajay Raman
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, William Miller III, Yolanda Smith Charles, Charles Cavell, Brendan Johnson, Ajay
Raman, Ann Erickson Gault (18)
No: None (0)
Abstain: None (0)
Absent: (0)
Passed
Form DC–001
OAKLAND COUNTY WATER RESOURCES COMMISSIONER
Page 1 of 1 Rev.: 02/12/2018
OAKLAND COUNTY
WATER RESOURCES COMMISSIONER MEMORANDUM
TO: Commissioner Yolanda Smith Charles, Chairperson
Economic Development and Infrastructure Committee
FROM: Nancy Basch, WRC Business Systems Manager
SUBJECT: Contract Extension for Infosend, Inc.
DATE: November 29, 2023
The Office of the Water Resources Commissioner (WRC) is seeking an extension for the contract
between Oakland County and InfoSend, Inc. for an additional 11 months. Currently, the WRC utilizes
InfoSend, Inc., as its vendor for bill printing, special notice printing, and mailing services for water and
sewer customers on behalf of a number of Oakland County municipalities.
The WRC has been using InfoSend since Oct. 1, 2015, but the contract is set to expire on Jan. 31,
2024. The WRC also uses NorthStar, a utility billing system from Harris Computer Systems to
produce data files that provide customer billing information. Currently, NorthStar prepares data files
that are uploaded to InfoSend. InfoSend uses that information to print bills and notices to be mailed to
the appropriate customers.
Today, the WRC is implementing a new utility billing system to replace NorthStar as part of an
approved 2019-2020 Master Plan project. However, we don’t want to jeopardize the existing
symbiotic relationship between NorthStar and Infosend during the implementation process. That’s
why we’re seeking the extension - to provide sufficient time to go out for bid for a new bill print and
mailing services provider after the new utility billing system is implemented and tested.
Fortunately, InfoSend has agreed to extend its contract for an additional 11 months without an
increase in fees. We anticipate that the cost for continuing the contract to cover postage, materials
and related services will be $236,199.82.
Requested Committee Action: Recommend the adoption of the attached resolution extending
the contract between Oakland County and Infosend, Inc. for a not to exceed amount of
$236,199.82.
Presenter: Nancy Basch baschn@oakgov.com 248-804-2383
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 004564
Page 1
Rev 2015/05/20
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
Buyer: EJT CONTRACT NUMBER: 004564 Event # 003430
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: $500,000.00 Effective Date: 10/1/2015 Expiration Date: 9/30/2018
Contract
Description: Bill Printing & Mailing - P
Contractor
Information:
Contract Administrator
(If Different):
InfoSend Inc
Matt Schmidt
4240 E La Palma Ave
Ahaheim, CA 92807
Vendor No: 19887
Compliance Office
Purchasing Information:
Contract Administrator
Oakland County Using Department:
Buyer: Edward Tucker
Oakland County
2100 Pontiac Lake Rd Bldg 41W
Waterford, MI 48328-0462
248-858-0511
purchasing@oakgov.com
Sherri Gee
Chief WRC Admin Services
Water Resources Commissioner
One Public Works Dr 95 W
Public Works Building
Waterford MI 48328-1907
CLA
Russ Rezai (Oct 1, 2015)
Russ Rezai
Sherri Gee (Oct 2, 2015)
Sherri Gee
Scott N. Guzzy (Oct 2, 2015)
Scott N. Guzzy
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 004564
Page 2
Rev 2015/05/20
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
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
capacities. Contractor Employee shall also include any person who was a Contractor Employee
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 004564
Page 3
Rev 2015/05/20
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
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:
1.8.1. Exhibit I: Contractor Insurance Requirements
1.8.2. Exhibit II: Scope of Contractor Deliverables/Financial Obligations
1.8.3. Exhibit III: Requirements for Contracts Involving the Health Insurance Portability and
Accountability Act, if applicable
1.8.4. Exhibit IV: Federally Funded Contract Requirements, if applicable
1.8.5. Exhibit V: Software License, included only if applicable
1.8.6. Exhibit VI: County Service marks Licensed to Contractor, included only if applicable
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 II.
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.
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.
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 004564
Page 4
Rev 2015/05/20
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
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.
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 II and their duties
shall be set forth in Exhibit II. Unless otherwise stated in Exhibit II, the County’s Project
Manager has no authority to amend this Contract.
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 004564
Page 5
Rev 2015/05/20
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
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:
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.
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 004564
Page 6
Rev 2015/05/20
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
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.
§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 II, 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.
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 004564
Page 7
Rev 2015/05/20
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
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 II. The amount and manner
of payment of the financial obligation shall be set forth in Exhibit II or a Purchase Order.
5.4. Payment Obligations. Except as otherwise set forth in Exhibit II, 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 II, 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
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.
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 004564
Page 8
Rev 2015/05/20
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
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
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
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 004564
Page 9
Rev 2015/05/20
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
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 under 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 Contractor Employees and their dependents group health coverage that is affordable, that
provides minimum essential coverage and value, all as defined under the ACA, and 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.
6.8. 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.
6.9. 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
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OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
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Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
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.
6.10. 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.
6.11. Taxes.
6.11.1. 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.
6.11.2. 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.
6.12. 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.
6.13. Warranty for Goods. All Deliverables that are goods shall be subject to the following
warranties:
6.13.1. Warranty of Merchantability. Goods provided by Contractor pursuant to this Contract shall:
(a) be merchantable, (b) be of good quality, (c) be fit for their ordinary purpose, (d) be
adequately contained and packaged, and (e) conform to the specifications and descriptions
contained in the Contract.
6.13.2. Warranty of Fitness for a Particular Purpose. If Contractor knows or has reason to know
that the goods will be used for a particular purpose and the County is relying on Contractor’s
skill or judgment to select or furnish the goods, then there is a warranty that the goods are fit
for a particular purpose.
6.13.3. 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.
6.14. 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.
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OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
§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.
§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 VI. Contractor shall only use the servicemarks as directed by the
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COMPLIANCE OFFICE
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Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
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.
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.
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OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
§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
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.
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OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
10.9. 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.
10.10. 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
County. Contractor shall give the County notice if there are any County Agents or relatives of
County Agents who are presently employed by Contractor.
10.11. 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.
10.12. 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.
10.13. Assignments/Delegations/Subcontracts.
10.13.1. 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.
10.13.2. 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.
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OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
10.13.3. 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.
10.13.4. 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.
10.14. 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.
10.15. 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.
10.15.1. 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.
10.16. 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.
10.17. 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.
10.18. 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
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
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OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
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.
10.19. Notices.
10.19.1. 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.
10.19.2. Notice to Contractor. Unless otherwise specified, Notice to Contractor shall be addressed to
the Contract Administrator listed on the first page of this Contract.
10.19.3. 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.
10.20. 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.
10.21. 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.
10.22. 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.
10.23. 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.
10.24. 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.
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
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OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
10.25. 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.
10.26. 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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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.
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OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
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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;
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COMPLIANCE OFFICE
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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 004564
Page 21
Rev 2015/05/20
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
EXHIBIT II:
SCOPE OF CONTRACTOR DELIVERABLES / FINANCIAL OBLIGATIONS
Processing Services
On an as-needed basis, print in black, mail merge, fold, insert, mail, and supply verification of mailing for
approximately 35,000 Oakland County Water Resources Commissioner's Office (OCWRC) water and sewer
bills per month. Bills are mailed out 1 - 3 times per week. Several groups of bills may be sent for printing
and mailing in one day.
A text file (ASCII format with either pipe or comma delimiters) will be provided by the OCWRC containing
the invoice text as well as water and sewer customer data to be printed. Preprinted 8.5 x 11 invoice forms
will be provided by OCWRC.
Pricing:
(A) Price for processing services including two (2) insertions per envelope, to include an 8.5 x 11
invoice to be folded and #9 (nine) envelope inserted into a double window envelope. The printed
#9 return envelopes and 8.5 x 11 invoices will be provided by the OCWRC, and the double
window envelope to be provided by vendor and included in cost.
The fees will be $0 .049 processing fee for the utility bills, $0.059 processing fee for the shut
off and late notices.
(B) Price for each additional insertion and indicate insertion capacity and sizes.
$0 .008 per additional insert. Up to 5 additional inserts can be included.
(C) Costs/fees for additional functions or tasks associated with printing, mail processing and mailing
services you are proposing. Include cost for folding special inserts.
The fee quoted under (A) covers all labor, printing toner/ink, etc. related to processing a 1-
page invoice. It covers all costs other than the cost of the paper stock and envelopes. The cost
includes data processing (which includes address validation and presorting) , print file
composition , printing, inserting of the invoice and the return envelope, metering, inserting
into the mail trays, and delivery to
the USPS.
The cost to fold special inserts that were not folded before being shipped to lnfoSend is $0.005
per insert to Z or C fold a letter sized sheet. Or you can have your printer fold the inserts
before shipping them to lnfoSend. Additionally lnfoSend can print your inserts for you to save
you shipping costs. Either way we have an extensive Insert Management tool on the secure
lnfoSend website to make it easy for you to track your inserts.
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 004564
Page 22
Rev 2015/05/20
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
(D) Postage costs
The postage costs are pass-through exact postage rates. You will get the highest possible
presort discounts, including the full service discount. lnfoSend's Midwest production facility
in Illinois is a Detached Mail Unit. Which means the USPS has staff on-site who inspect mail
before it is inducted into their mail stream. lnfoSend makes significant investments into
maintaining USPS compliance. When the USPS changes rules we take care of updating our
software and workflow and you are never charged programming fees for this work. lnfoSend
inducts over 100 million pieces of mail into the USPS mail stream a year and well versed in
USPS regulations and workflow.
(E) Quote programming costs for initial set-up to receive and process electronic file, as well as on-
going programming support for special requests. Data will be supplied in either a flat file format
or a binary format that contains HPGL and PCL codes.
You will be charged ZERO programming costs for initial set-up . All setup fees are waived. We
will use your option for the vendor to receive flat files .
The hourly rate for special requests after you go live is $150/hour. You will always sign off on
a quote before any billable hours are incurred. Smaller requests will be handled via a quote.
Larger request will be handled via a Statement of Work.
One of lnfoSend's key strengths is the quality of our Client Services and IT departments. We
understand the government utility market very well as it's our main vertical. You will never
have a request that our team can't handle! lnfoSend has hundreds of utility clients and has
seen every flat file format under the sun. We can format the look and feel of your bill any way
you'd like for it to be. And we will do so in a reasonable amount of time. lnfoSend enjoys a
high retention rate because our clients are satisfied with our responsiveness and our
capabilities .
A bill redesign will be included in the initial setup at no additional cost. Should you later want
to upgrade to dynamic digital color printing instead of using a pre-printed form we will be able
to assist you with that transition. By selecting lnfoSend you will be selecting a market leader
for your vertical who will continually improve services and capabilities to grow with your
needs.
(F) Printing, folding and mailing, on vendor supplied colored paper, Shut-Off and Late Notices
supplied by WRC in Microsoft Word file in black.
This is supported. We can support the paper you send us as long as it's laser printer
compatible and works with our inserting equipment. We prefer 241b paper as it does not tear
when running through high-speed inserters.
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 004564
Page 23
Rev 2015/05/20
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
(G) Inventory management of OCWRC provided bill forms and remittance envelopes.
There is no fee for inventory management! This applies to both the materials that lnfoSend
purchases and the materials that you purchase and ship to us.
(H) Printing two-color with fade 8.5 x 11 invoice.
We can provide this custom form for a low price of $0 .016 each.
(I) Printing blue #9 envelopes.
We can provide this custom form for a low price of $0 .016 each.
lnfoSend's Fees - Initial Set-up Costs
Implementation, professional services, and optional services fees.
Please pick from one of the options below:
Option 2 - Data-Only (e.g. flat files, XML) Implementation: Waived
When this option is selected lnfoSend creates, hosts and maintains an application to generate your bills.
Your current document design will be matched . Please note that data manipulations are not part of the
standard offering.
Document Redesign Service: Waived
We will assist you in redesigning the format of your printed documents if needed. We will become
responsible for later changing the format of the documents, if needed (Professional Services Fees
will apply for future changes.
Please note that Clients must sign off on requirements documents (Statement of Work , project plan, etc.) before
programming and system configuration can begin. Client can be charged additional fees and/or have the project go-live
date delayed if requirements are changed after they have been finalized and signed off.
Professional Services Fee
Per hour and performed only upon request. For customizations made
to your data processing application after go-live. Work is only started
after receiving your approval of a formal quote.
Per Hour $150.00
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 004564
Page 24
Rev 2015/05/20
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
Pricing: Data Processing, Print & Mall Service Fees
lnfoSend's Fees - Turnkey Data Processing, Print & Mail Service:
The individual prices shown in the table below apply only to the turnkey Data Processing Print & Mail service for
the following document types. Other types of document printing and or mailing can be quoted later, if needed.
Turnkey Data Processing
Per Item Options
Below:
Print & Mail service Regular Bills (Per Sheet)
Est. Volume 35 ,000 documents/month
Est. 1 to 3 Batches/week
Price includes simplex printing of variable data on the
front of the page in black toner onto a pre-printed form
(See forms section on next page)
$0.061
(price drops to
$0.049 if you
forego the
performance
and material
bonds)
Price is per physical page.
Includes processing of your
Unique data, CASS address
validation, presorting, printing,
and mail insertion. Finished mail
Pieces are delivered to the
USPS within one (1) business Shut off and Late Notices (Per Sheet)
Est. Average Volume 1,000 documents/month
Est. 4 Batches/month
Price includes simplex printing of variable data on the
front of the page in black toner onto color paper, as
specified in your RFP .
Alternatively we could duplex laser print in black plus
blue, red or green on white paper. Most of our clients
go with this option for their shut off and late notices as it
gives them a more dynamic document layout as key
data fields and messages can be printed in the
designated spot color that you select from the 3
available options.
(See forms section on next page)
$0.071
(price drops to
$0.059 if you
forego the
performance
and material
bonds)
day. If samples (proofs) are
requested then the mailing will
be completed within one day of
sample approval.
Excludes materials, sales tax
(where applicable), and
postage.
A postage deposit will be required
prior to go live.
For the quoted prices to apply
lnfoSend must have the right to
combine data files sent by your
organization with other files you
have sent, when possible. Multiple Page Mail Piece Surcharge - Handwork
This surcharge is assessed per mail piece (not per
page). This surcharge only applies to multiple page bills
that have too many pages to be inserted into the #10
envelope. This surcharge covers the necessary manual
labor required to insert these bills into a flat envelope.
$0.30 Higher pricing applies if files
must be printed separately.
Pricing assumes the use of
Materials options listed in the
Below section.
Postage (for all job types)
You will be invoiced for the exact postage used. You
must use one of the two USPS approved Move
Update methods to get the presort discounts:
Pass
Through
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 004564
Page 25
Rev 2015/05/20
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
Electronic Address Updates - NCOALink or
ACS Per reported update. InfoSend electronically
reports the addresses it received in your data that
need to be updated because the customer filed a
Change of Address Report with the USPS. Cost is
per update.
$0 .35
Material Component Fees - Data Processing Print & Mail Service
Forms
Regular Utility Bills: custom paper stock with perforation. Paper is
8.5x11" and 241b and has static text pre-printed 2/1. Variable data is
printed on the front of the bill. Price includes all inventory costs.
Per Sheet $0.016
Late and Shut Off Notices: 8.5x11" colored paper stock with
perforation. Paper is 8.5x11" and 241b. Price includes all inventory costs.
Per Sheet $0.0166
Alternative Late and Shut Off Notice Paper Stock: 8.5x11" white paper
stock with perforation. Paper is 8.5x11" and 241b. Price includes all
inventory costs .
This stock can be used instead of the colored paper stock if lnfoSend prints
these notices in black plus blue, red or green on white paper.
Per Sheet $0 .0145
Envelopes
RFP Specification Envelopes
While we are providing a quote for the #9
envelope per your specifications please note that
we highly recommend against using this type of
return envelope. Envelopes that use color paper
stock are very expensive. lnfoSend has an
alternative you can use at a much cheaper price .
See the next pricing table for standard
envelopes.
Per Envelope (Per RFP Specs) Options
Below:
#10 Outgoing Envelope County
Provided
#9 Oakland Custom Blue
Closed Face Return Envelope
$0.030
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 004564
Page 26
Rev 2015/05/20
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
lnfoSend Standard Window Envelopes
Standard Window Envelopes
These envelopes include security tint printed on
the inside of the paper stock and clear film that
prevent the contents of the envelope from being
viewed. These envelopes also use sustainably
logged paper (SFI). You can alternatively use
lnfoSend's single window #9 envelopes with a
blue bar on. The blue bar envelope
accomplishes the same purpose as a custom
envelope with blue paper as you'll still be able to
distinguish incoming payments when receiving
mail.
Per Standard Envelope Options
Below:
#10 lnfoSend Standard
Double Window Outgoing
$0.016
#9 lnfoSend Standard
Single Window Return Envelope with
Blue Bar on it
$0.014
Other Envelopes
Flat Single Window Envelope - only used for multiple page
statements that do not fit in the #10 envelope.
Per Flat
Envelope
$0 .16
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 004564
Page 27
Rev 2015/05/20
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
Optlonal Services
2. Out-Sourcing
Please describe which functions/services will be out-sourced. Please provide the company or
companies you will use and what functions/service(s) they will supply
None of the printing and mailing functions will be outsourced. lnfoSend has hundreds of
utility clients who use our printing and mailing service . It's a core competency of ours and
nothing is outsourced.
Drop-Shipped Inserts & Inserting of lnfoSend-Printed Inserts
Clients can print and fold inserts and ship them to lnfoSend to be mailed
with the statements. If folding is required add $0.01 to the fee. lnfoSend-
printed inserts are quoted upon request. No additional service cost to
use selective inserting to selectively include inserts with certain bill types
as long as at least 3,000 customers are targeted (set-up costs can apply
in some situations for advanced selective inserting criteria). Cost
includes all inventory costs.
Per Insert $0.008
Print Image Archive Per PDF $0.008 -
Each bill is stored as a PDF and indexed in a database. Search by
account number or other key fields . You are charged one up-front fee
per document to process it, index it, and store it for a set number of
(No Set-up Fee) For 12
Months of
Retention
months. $0.014 -
For 24 The PDFs are accessed using a browser-based application that is Months of
accessed by logging in to the lnfoSend website . If your own applications Retention
also need access to the PDFs then a lightweight API can be exposed for
no additional cost. $0.019 -
For 36
Months of
Retention
FinalDoc CD
This CD archiving service is a simple and cost effective way for you to
retain document images long-term. You can search by account number
or name. The documents are stored on the CD in PDF format.
FinalDoc CD is used by your staff to look up individual documents. If
you would like to index and store the PDF files to allow customers to
access them via a separate application see FinalDoc Transfer (below).
Per CD $95.00 +
Shipping &
Handling
Professional Services
Per hour and performed only upon request. For customizations made to
document processing program or document format after go-live. Work is
only started after receiving your approval of a formal quote .
Per Hour $150.00
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 004564
Page 28
Rev 2015/05/20
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
3. Lead Time and Scheduling
Please quote necessary lead time from receipt of electronic customer data until invoice mailing
day.
Please provide holiday production schedule(s).
Invoices will be mailed within one business day. lnfoSend can provide one business day
turnaround from the reception of Oakland County 's electronic customer data to acceptance
by our in house USPS Detached Mail Unit for immediate acceptance into the mail stream.
lnfoSend's Holiday Schedule from year to year includes;
New Year’s Day; lnfoSend and the USPS
are closed Martin Luther King Jr. Day;
lnfoSend open USPS closed President's
Day; lnfoSend open USPS closed
Memorial Day; lnfoSend and the USPS closed
July4th; lnfoSend and the USPS closed
Labor Day; lnfoSend and USPS closed
Columbus Day; lnfoSend open USPS closed
Veteran's Day; lnfoSend open USPS closed
Thanksgiving Day; lnfoSend and USPS closed
Christmas Day; lnfoSend and USPS closed
4. Contact information
Please provide the names, email addresses and telephone numbers for those staff members that
will interface with OCWRC staff for the scope of work that you have proposed.
Matt Schmidt is lnfoSend's Director of Client Services and would be responsible for initial
Implementation and ongoing oversight of services performed for Oakland County.
Matt is located at lnfoSend headquarters; 714.993.2690, matt.s@infosend.com
Henry Rodriguez is Senior Account Manager, Client Services. An industry veteran , Henry
would be responsible for interfacing with Oakland County and operations on a day-to-day
basis. Henry is at 214.390 .7025 x 537, henry.r@infosend.com
5. Miscellaneous Information
Please provide a complete description of additional functions or tasks associated with printing,
mail processing and mailing services you are proposing.
Please comment and/or provide information on your ability to exclude remittance envelopes
from bills on Pre-Authorized ACH payment program.
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 004564
Page 29
Rev 2015/05/20
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
This is standard functionality. No cost for this. It will save you money on return envelopes .
We can key this off a data field or look for a piece of text on each record, such as "AutoPay ",
to know when to suppress the return envelope
Please comment and/or provide information on minimum and maximum file size.
There are no minimum or maximum file sizes.
Please comment and/or provide information on your ability to include inserts with bills by type
of service (water or sewer).
Our insert handling capabilities are extensive! Please continue reading under Minimum RFP
Requirements to find detailed information. We support selective inserting to intelligently select
inserts based on data fields. And any selective inserting setup that is completed during the
initial setup is provided at no cost. So your example of setting up our system to distinguish
between water and sewer services can be handled during initial setup. You can indicate which
data fields to look for and we can target inserts to each group of customers for no additional
cost. We can also do the same with our Message Manager too. This lets you target different
messages to different customer types.
Please comment and/or provide information on your ability to group bills together by like
customers and mail out in one envelope.
This is standard functionality. We call it "house holding". We can set it up based on a data
field or simply by cross-referencing the mailing addresses for each customer account in your
data file. We simply ask that you pay for the cost of a larger flat envelope when there are too
many pages to fit into the #10 envelope and that you pay a small $0 .30 surcharge to cover the
handwork required to insert the invoices into that flat envelope. You still save money overall as
you save a lot of postage costs when multiple invoices are sent in one large envelope. The per
invoice postage cost is less in this case than it is when sending out the invoices individually,
and the postage savings pay for the handwork surcharge.
Please provide any other information that you would like to include for your proposal's
evaluation. This may include samples, brochures, etc.
The contractor shall provide a performance bond in the amount of 100% of the contract total. In
addition, the contractor shall also provide a labor and materials bond in the amount of 100% of
the contract total as surety for payment of all labor and materials to be used on the job. The
company that is listed shall be in the United States department of the treasury's list of approved
sureties (department circular 570).
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 004564
Page 30
Rev 2015/05/20
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
EXHIBIT III
BUSINESS ASSOCIATE AGREEMENT
Exhibit III is a Business Associate Agreement between Contractor (“Business Associate”) and the
County (“Covered Entity”). This Exhibit is incorporated into the Contract and shall be hereinafter
referred to as “Agreement.” The purpose of this Agreement is to facilitate compliance with the Privacy
and Security Rules and to facilitate compliance with HIPAA and the HITECH Amendment to HIPAA.
§1. DEFINITIONS. The following terms have the meanings set forth below for purposes of the
Agreement, unless the context clearly indicates another meaning. Terms used but not otherwise
defined in this Agreement have the same meaning as those terms in the Privacy Rule.
1.1 Business Associate. “Business Associate” means the Contractor.
1.2 CFR. “CFR” means the Code of Federal Regulations.
1.3 Contract. “Contract” means the document with the Purchasing Contract Number:
1.4 Contractor. “Contractor” means the entity or individual defined in the Contract and listed on
the first page of this Contract.
1.5 Covered Entity. “Covered Entity” means the County of Oakland as defined in the Contract.
1.6 Designated Record Set. “Designated Record Set” is defined in 45 CFR 164.501.
1.7 Electronic Health Record. “Electronic Health Record” means an electronic record of health-
related information on an individual that is created, gathered, managed, and consulted by
authorized health care clinicians and staff.
1.8 HIPAA. “HIPAA” means the Health Insurance Portability and Accountability Act of 1996.
1.9 HITECH Amendment. “HITECH Amendment” means the changes to HIPAA made by the
Health Information Technology for Economic and Clinical Health Act.
1.10 Individual. “Individual” is defined in 45 CFR 160.103 and includes a person who qualifies as a
personal representative in 45 CFR 164.502(g).
1.11 Privacy Rule. “Privacy Rule” means the privacy rule of HIPAA as set forth in the Standards for
Privacy of Individually Identifiable Health Information at 45 CFR part 160 and part 164,
subparts A and E.
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 004564
Page 31
Rev 2015/05/20
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
1.12 Protected Health Information. “Protected Health Information” or “PHI” is defined in 45 CFR
160.103, limited to the information created or received by Business Associate from or on behalf
of Covered Entity.
1.13 Required By Law. “Required By Law” is defined in 45 CFR 164.103.
1.14 Secretary. “Secretary” means the Secretary of the Department of Health and Human Services or
his or her designee.
1.15 Security Incident. “Security Incident” is defined in 45 CFR 164.304.
1.16 Security Rule. “Security Rule” means the security standards and implementation specifications
at 45 CFR part 160 and part 164, subpart C.
§2. OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE. Business Associate
agrees to perform the obligations and activities described in this Section.
2.1 Business Associate understands that pursuant to the HITECH Amendment, it is subject to the
HIPAA Privacy and Security Rules in a similar manner as the rules apply to Covered Entity. As
a result, Business Associate shall take all actions necessary to comply with the HIPAA Privacy
and Security Rules for business associates as revised by the HITECH Amendment, including,
but not limited to, the following: (a) Business Associate shall appoint a HIPAA privacy officer
and a HIPAA security officer; (b) Business Associate shall establish policies and procedures to
ensure compliance with the Privacy and Security Rules; (c) Business Associate shall train its
workforce regarding the Privacy and Security Rules; (d) Business Associate shall enter into a
privacy/security agreement with Covered Entity; (e) Business Associate shall enter into
privacy/security agreements with its subcontractors that perform functions relating to Covered
Entity involving PHI; and (f) Business Associate shall conduct a security risk analysis.
2.2 Business Associate shall not to use or disclose PHI other than as permitted or required by this
Agreement or as required by law.
2.3 Business Associate shall use appropriate safeguards to prevent use or disclosure of the PHI.
Business Associate shall implement administrative, physical, and technical safeguards (including
written policies and procedures) that reasonably and appropriately protect the confidentiality,
integrity, and availability of PHI that it creates, receives, maintains, or transmits on behalf of
Covered Entity as required by the Security Rule.
2.4 Business Associate shall mitigate, to the extent practicable, any harmful effect that is known to
Business Associate of a use or disclosure of PHI by Business Associate in violation of law or
this Agreement.
2.5 Business Associate shall report to Covered Entity any known Security Incident or any known
use or disclosure of PHI not permitted by this Agreement.
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 004564
Page 32
Rev 2015/05/20
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
2.6 Effective September 23, 2009 or the date this Agreement is signed, if later, Business Associate
shall do the following in connection with the breach notification requirements of the HITECH
Amendment:
2.6.1 If Business Associate discovers a breach of unsecured PHI, as those terms are defined by 45
CFR 164.402, Business Associate shall notify Covered Entity without unreasonable delay but no
later than ten (10) calendar days after discovery. For this purpose, “discovery” means the first
day on which the breach is known to Business Associate or should have been known by
exercising reasonable diligence. Business Associate shall be deemed to have knowledge of a
breach if the breach is known or should have been known by exercising reasonable diligence, to
any person, other than the person committing the breach, who is an employee, officer,
subcontractor, or other agent of Business Associate. The notification to Covered Entity shall
include the following: (a) identification of each individual whose unsecured PHI has been
breached or has reasonably believed to have been breached and (b) any other available
information in Business Associate’s possession that the Covered Entity is required to include in
the individual notice contemplated by 45 CFR 164.404.
2.6.2 Notwithstanding the immediate preceding subsection, Business Associate shall assume the
individual notice obligation specified in 45 CFR 164.404 on behalf of Covered Entity where a
breach of unsecured PHI was committed by Business Associate or its employee, officer,
subcontractor, or other agent of Business Associate or is within the unique knowledge of
Business Associate as opposed to Covered Entity. In such case, Business Associate shall prepare
the notice and shall provide it to Covered Entity for review and approval at least five (5) calendar
days before it is required to be sent to the affected individual(s). Covered Entity shall promptly
review the notice and shall not unreasonably withhold its approval.
2.6.3 Where a breach of unsecured PHI involves more than five hundred (500) individuals and was
committed by the Business Associate or its employee, officer, subcontractor, or other agent or is
within the unique knowledge of Business Associate as opposed to Covered Entity, Business
Associate shall provide notice to the media pursuant to 45 CFR 164.406. Business Associate
shall prepare the notice and shall provide it to Covered Entity for review and approval at least
five (5) calendar days before it is required to be sent to the media. Covered Entity shall promptly
review the notice and shall not unreasonably withhold its approval.
2.6.4 Business Associate shall maintain a log of breaches of unsecured PHI with respect to Covered
Entity and shall submit the log to Covered Entity within thirty (30) calendar days following the
end of each calendar year, so that the Covered Entity may report breaches to the Secretary in
accordance with 45 CFR 164.408. This requirement shall take effect with respect to breaches
occurring on or after September 23, 2009.
2.7 Business Associate shall ensure that any agent or subcontractor to whom it provides PHI,
received from Covered Entity or created or received by Business Associate on behalf of Covered
Entity, agrees in writing to the same restrictions and conditions that apply to Business Associate
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 004564
Page 33
Rev 2015/05/20
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
with respect to such information. Business Associate shall ensure that any such agent or
subcontractor implements reasonable and appropriate safeguards to protect Covered Entity’sPHI.
2.8 Business Associate shall provide reasonable access, at the written request of Covered Entity, to
PHI in a Designated Record Set to Covered Entity or, as directed in writing by Covered Entity,
to an Individual in order to meet the requirements under 45 CFR 164.524.
2.9 Business Associate shall make any amendment(s) to PHI in a Designated Record Set that the
Covered Entity directs in writing or agrees to pursuant to 45 CFR 164.526.
2.10 Following receipt of a written request by Covered Entity, Business Associate shall make internal
practices, books, and records reasonably available to the Secretary in order to determine Covered
Entity's compliance with the Privacy Rule. The afore mentioned materials include policies and
procedures and PHI relating to the use and disclosure of PHI received from Covered Entity or
created or received by Business Associate on behalf of Covered Entity.
2.11 Business Associate shall document disclosures of PHI and information related to such
disclosures, to permit Covered Entity to respond to a request by an Individual for: (a) an
accounting of disclosures of PHI in accordance with 45 CFR 164.528 or (b) effective January 1,
2011 or such later effective date prescribed by regulations issued by the U.S. Department of
Health and Human Services, an accounting of disclosures PHI from an Electronic Health Record
in accordance with the HITECH Amendment.
2.12 Following receipt of a written request by Covered Entity, Business Associate shall provide to
Covered Entity or an Individual information collected in accordance with Section 2 to permit
Covered Entity to respond to a request by an Individual for: (a) an accounting of disclosures of
PHI in accordance with 45 CFR 164.528 or (b) effective as of January 1, 2011 or such later
effective date prescribed by regulations issued by the U.S. Department of Health and Human
Services, an accounting of disclosures of Protected Health Information from an Electronic
Health Record in accordance with the HITECH Amendment.
§3. PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE. Business
Associate may use and disclose PHI as set forth in this Section.
3.1 Except as otherwise limited in this Agreement, Business Associate may use or disclose PHI to
perform functions, activities, or services for or on behalf of Covered Entity as specified in the
underlying service agreement between Covered Entity and Business Associate, provided that
such use or disclosure shall not violate the Privacy Rule if done by Covered Entity or the
minimum necessary policies and procedures of the Covered Entity. If no underlying service
agreement exists between Covered Entity and Business Associate, Business Associate may use
or disclose PHI to perform functions, activities, or services for or on behalf of Covered Entity for
the purposes of payment, treatment, or health care operations as those terms are defined in the
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 004564
Page 34
Rev 2015/05/20
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
Privacy Rule, provided that such use or disclosure shall not violate the Privacy Rule if done by
Covered Entity or the minimum necessary policies and procedures of the Covered Entity.
3.2 Except as otherwise limited in this Agreement, Business Associate may use PHI for the proper
management and administration of the Business Associate or to carry out the legal
responsibilities of the Business Associate.
3.3 Except as otherwise limited in this Agreement, Business Associate may disclose PHI for the
proper management and administration of the Business Associate or to carry out the legal
responsibilities of the Business Associate, provided that disclosures are Required by Law or
Business Associate obtains reasonable assurances in writing from the person to whom the
information is disclosed that: (a) the disclosed PHI will remain confidential and will be used or
further disclosed only as Required by Law or for the purpose for which it was disclosed to the
person and (b) the person notifies the Business Associate of any known instances in which the
confidentiality of the information has been breached.
3.4 Except as otherwise limited in this Agreement, Business Associate may use PHI to provide data
aggregation services to Covered Entity as permitted by 45 CFR 164.504(e)(2)(i)(B).
3.5 Business Associate may use PHI to report violations of law to appropriate federal and state
authorities, consistent with 45 CFR 164.502(j)(1).
§4. OBLIGATIONS OF COVERED ENTITY.
4.1 Covered Entity shall notify Business Associate of any limitation(s) of Covered Entity in its
notice of privacy practices in accordance with 45 CFR 164.520, to the extent that such limitation
may affect Business Associate’s use or disclosure of PHI.
4.2 Covered Entity shall notify Business Associate of any changes in or revocation of permission by
an Individual to use or disclose PHI, to the extent that such changes may affect Business
Associate’s use or disclosure of PHI.
4.3 Covered Entity shall use appropriate safeguards to maintain and ensure the confidentiality,
privacy and security of PHI transmitted to Business Associate pursuant to this Agreement, the
Contract, and the Privacy Rule, until such PHI is received by Business Associate, pursuant to any
specifications set forth in any attachment to the Contract.
4.4 Covered Entity shall manage all users of the services including its qualified access, password
restrictions, inactivity timeouts, downloads, and its ability to download and otherwise process
PHI.
4.5 The Parties acknowledge that Covered Entity owns and controls its data.
4.6 Covered Entity shall provide Business Associate with a copy of its notice of privacy practices
produced in accordance with 45 CFR Section 164.520, as well as any subsequent changes or
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 004564
Page 35
Rev 2015/05/20
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
limitation(s) to such notice, to the extent such changes or limitations may effect Business
Associate’s use or disclosure of PHI. Covered Entity shall provide Business Associate with any
changes in or revocation of permission to use or disclose PHI, to the extent the changes or
revocation may affect Business Associate’s permitted or required uses or disclosures. To the
extent that the changes or revocations may affect Business Associate’s permitted use or
disclosure of PHI, Covered Entity shall notify Business Associate of any restriction on the use or
disclosure of PHI that Covered Entity has agreed to in accordance with 45 CFR Section 164.522.
Covered Entity may effectuate any and all such notices of non-private information via posting on
Covered Entity’s web site.
§5. EFFECT OF TERMINATION.
5.1 Except as provided in Section 5, upon termination of this Agreement or the Contract, for any
reason, Business Associate shall return or destroy (at Covered Entity’s request) all PHI received
from Covered Entity or created or received by Business Associate on behalf of Covered Entity.
This provision shall apply to PHI that is in the possession of subcontractors or agents of
Business Associate. Business Associate shall retain no copies of PHI.
5.2 If Business Associate determines that returning or destroying the PHI is infeasible, Business
Associate shall provide to Covered Entity written notification of the conditions that make return
or destruction infeasible. Upon receipt of written notification that return or destruction of PHI
is infeasible, Business Associate shall extend the protections of this Agreement to such PHI and
shall limit further uses and disclosures of such PHI to those purposes that make the return or
destruction infeasible, for so long as Business Associate maintains such PHI, which shall be for
a period of at least six (6) years.
§6 MISCELLANEOUS.
6.1 This Agreement is effective when the Contract is executed or when Business Associate becomes
a Business Associate of Covered Entity and both Parties sign this Agreement, if later. However,
certain provisions have special effective dates, as set forth herein or as set forth in HIPAA or the
HITECH Amendment.
6.2 Regulatory References. A reference in this Agreement to a section in the Privacy Rule or
Security Rule means the section as in effect or as amended.
6.3 Amendment. The Parties agree to take action to amend this Agreement as necessary for
Covered Entity to comply with the Privacy and Security requirements of HIPAA. If the
Business Associate refuses to sign such an amendment, this Agreement shall automatically
terminate.
6.4 Survival. The respective rights and obligations of Business Associate and Covered Entity under
this Agreement shall survive the termination of this Agreement and/or the Contract.
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
CONTRACT NUMBER 004564
Page 36
Rev 2015/05/20
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
EXHIBIT IV
FEDERALLY FUNDED CONTRACT REQUIREMENTS
Exhibit IV 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 004564
Page 37
Rev 2015/05/20
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 004564
Page 38
Rev 2015/05/20
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.
AMENDMENT OF CONTRACT 004564
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)
Water Resources Commissioner EJT
AMENDMENT OF CONTRACT 004564
AMENDMENT 01
AMENDMENT DATE: July 25, 2018
This AMENDMENT OF CONTRACT (hereafter this "Amendment") is made and entered into by and between
the Contractor named and identified below, (hereafter “Contractor”) and the COUNTY OF OAKLAND
(hereafter “County”) whose address is 2100 Pontiac Lake Rd, Waterford, MI 48328.
CONTRACTOR ADDRESS
INFOSEND INC
4240 E LA PALMA AVE
ANAHEIM, CA 92807 Vendor: 19887
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:
Extend contract expiration date from 9/30/2018 to 9/30/2020.
Add $390,000.00 to the contract Not to Exceed (NTE) The contract NTE ill change
from $599,000.00 to $989,000.00.
Revise pricing to reflect a 1.8% increase per year for the next two years.
AMENDMENT OF CONTRACT 004564
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:
INFOSEND INC
THE COUNTY OF OAKLAND: SIGN / DATE:
Pamela L. Weipert, CPA CIA, Compliance Officer
or
Scott N. Guzzy, CPPO, MBA, Purchasing Administrator
CLA
Russ Rezai (Jul 25, 2018)
Russ Rezai
Scott N. Guzzy (Jul 25, 2018)
Scott N. Guzzy
AMENDMENT OF CONTRACT 004564
Page 3
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
Rev 2015/12/02(v2)
AMENDMENT OF CONTRACT 004564
Page 4
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
Rev 2015/12/02(v2)
AMENDMENT OF CONTRACT 004564
Page 5
OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
Rev 2015/12/02(v2)
AMENDMENT OF CONTRACT 004564
Page 1
OAKLAND COUNTY EXECUTIVE, DAVID COULTER
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
Rev 2019/08/20
Water Resources Commissioner EJT
AMENDMENT OF CONTRACT 004564
AMENDMENT 02
AMENDMENT DATE: September 8, 2020
This AMENDMENT OF CONTRACT (hereafter this "Amendment") is made and entered into by and between
the Contractor named and identified below, (hereafter “Contractor”) and the COUNTY OF OAKLAND
(hereafter “County”) whose address is 2100 Pontiac Lake Rd, Waterford, MI 48328.
CONTRACTOR ADDRESS
INFOSEND INC
4240 E LA PALMA AVE
ANAHEIM CA 92807 Vendor: 19887
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:
Extend contract expiration date from 9/30/2020 to 9/30/2023
Add $630,000.00 to the contract Not to Exceed (NTE) amount. The contract NTE will
change from $1,042,000.00 to $1,672,000.00.
AMENDMENT OF CONTRACT 004564
Page 2
OAKLAND COUNTY EXECUTIVE, DAVID COULTER
COMPLIANCE OFFICE
PURCHASING
Compliance Office | Purchasing
248-858-0511 | purchasing@oakgov.com
Rev 2019/08/20
For and in consideration of the mutual assurances, promises, acknowledgments, warrants, representations,
and agreements set forth in the Contract and this Amendment, and for other good and valuable consideration,
the receipt and adequacy of which is hereby acknowledged, the undersigned hereby execute this Amendment
on behalf of the County, and Contractor and by doing so legally obligate and bind the County and Contractor
to the terms and conditions of the Contract and this Amendment.
THE CONTRACTOR: SIGN / DATE:
INFOSEND INC
THE COUNTY OF OAKLAND: SIGN / DATE:
Pamela L. Weipert, CPA CIA, Compliance Officer
or
Scott N. Guzzy, CPPO, MBA, Purchasing Administrator
CLA
Russ Rezai (Sep 8, 2020 13:40 PDT)
Russ Rezai
Scott N. Guzzy (Sep 8, 2020 16:41 EDT)
Scott N. Guzzy
AMENDMENT OF CONTRACT 008188
Page 1 Rev 2022/05/11
WRC EJT
AMENDMENT OF CONTRACT 008188
AMENDMENT 03
AMENDMENT DATE: July 28, 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
InfoSend Inc
4240 E La Palma Ave
Anaheim, CA 92807 Vendor Number: 19887
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:
Revise rate schedule for 2022 thru September of 2023, per the attached proposal.
AMENDMENT OF CONTRACT 008188
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:
InfoSend Inc
THE COUNTY OF OAKLAND: SIGN / DATE:
Scott N. Guzzy, CPPO, MBA, Purchasing Administrator
cjs
Roxana Weil (Jul 28, 2022 13:37 PDT)
Roxana Weil
Scott N. Guzzy (Jul 29, 2022 08:02 EDT)
Scott N. Guzzy
Client Volume Assumptions
Customers Contacted or Billed Monthly
-35,000 regular bills per month
-1,000 shut off and later notices
Number of Batches Monthly
-Estimated 1 to 3 batches per week
InfoSend Data Processing, Print and Mail Pricing
Document Production Summary
Regular Bill, Shut Off or Late Notice
Package includes: one printed page up to 2/2 ink,
InfoSend outgoing #10 envelope, InfoSend #9
return
$0.132 per document
$0.152 per document with 36
months of print image archiving
Finished mail pieces are delivered to the USPS within one (1) business day. If samples (proofs) are requested
then the mailing will be completed within one day of sample approval. File upload deadline for next-day mailing is
3:00PM local time at the production facility designated for your account. If samples are required then they must
be approved by 5:30PM local time for the file to be mailed by the next business day.
The below provides the components of the summary price given above. All pricing is based on “Client Volume
Assumptions” listed below and excludes applicable sales tax.
Data Processing
Setup Fee - Express PDF Input Files $0.00 – Existing Client
Setup Fee – Data Only Input Files $0.00 – Existing Client
Document Re-Design Fee $175.00
Data Processing Fee (per document) Included
Printing and Mailing Service
Regular Bill, Shut Off or Late Notice, Printing & Mailing Fee per
Page with 2/1 Ink
$0.066
USPS Postage Pass-through
A postage deposit will be required prior
to starting service.
Print Color Options (colors per side) * $0.066 for 2/0, 2/1 or 2/2 printing
Inline Insert Print Fee* Quoted as needed
Batch Fee (per mailing batch under 200 mail pieces) $5.00
Excess Pages Handwork Surcharge (per mail piece) $0.33
Address Updates – per “hit” (address that gets updated) $0.35 NCOA
$0.35 ACS
Materials
Standard 8.5” x 11” Paper Stock (per sheet) $0.017
Standard Double Window Outgoing #10 Envelope $0.017
Standard Single Window Return #9 Envelope $0.032
Outgoing Flat Envelope – used for mail pieces with excess pages $0.17
The information in this proposal is confidential and is not to be used or disclosed except to the recipient’s employees, officers
and agents engaged in evaluating this proposal.
2
Insert Services
InfoSend Produced Quoted based on specification
Envelope Messaging (Snipes) Quoted based on specification
Electronic Inserts $0.008
Inserting Fee $0.008 per insert
Optional Document Services
Enhanced Print Quality $0.00 – Not Applicable
Print Image Archiving (Per Document Image), with included USPS mail
tracking
$0.02 - For 36 Months of Retention
Print Image Archive API Monthly Support Fee $100.00
Final Doc Transfer (FDT) $0.009 per image InfoSend Batch
File
$0.015 per image Custom File
Format
Professional Services Rate (per hour) $150.00
Returned Mail Handling $0.35 per reported returned mail
piece
Remit Tracking $100 monthly support fee
The information in this proposal is confidential and is not to be used or disclosed except to the recipient’s employees, officers
and agents engaged in evaluating this proposal.
3
Fee Explanations
Data Processing
• Setup Fee - Express PDF Input: requires a final composed PDF is uploaded to InfoSend for processing. Clients maintain control
of document look and feel, but InfoSend designs a program to parse the necessary data from the PDF.
• Setup Fee - Data Only Input: requires the client provide a flat data extract, InfoSend creates, hosts and maintains an application
to generate documents. Existing document design is copied.
• Document Re-Design Fee: using the “Data Only Input” method, InfoSend’s Client Services Team assists in redesigning the format
of printed documents to improve communications or to take advantage of new printing capabilities.
• Data Processing Fee: per document image that is processed by the InfoSend system for output.
Printing and Mailing Service
• Print Fee: price includes baseline number of colors printed on the front and back of the document. All variable and static images
are dynamically imaged onto white form with a perforation.
• Postage: clients are invoiced for the exact postage used. Leveraging InfoSend’s USPS compliance and expertise, clients are
provided the lowest possible USPS automated rates when client batches qualify.
• Optional Color Upgrades: Different options are available at different prices. Numbers fewer than 4 equal individual colors, 4 equals
full color. The number 1 means black or grey. All sheets are billed at the same rate; the price for the sheet with the highest number
of colors is the applicable fee. 4 equals CMYK (full color).
• Batch Fee: assessed to cover InfoSend costs when batches transferred to InfoSend fall below threshold.
• Inline Insert Print Fee: price for inserts printed on demand as additional pages. Allows for more dynamic customer messaging
without the extra pre-production lead time and overhead.
• Excess Pages Handwork Surcharge: surcharge is assessed per mail piece (not per page). This surcharge only applies to multiple
page bills that have too many pages to be inserted into a #10 envelope by machine. This surcharge covers the necessary manual
labor required to process these mail pieces.
• Address Updates – NCOALink or ACS: per reported update. InfoSend electronically reports the addresses it received in your data
that need to be updated because the customer filed a Change of Address Report with the USPS. Cost is per update.
Materials
• Paper Stock: white paper stock with or without perforation. Paper is 8.5x11” and 24lb. Price includes all inventory costs. A larger
8.5x14” format is available at a higher material cost and higher printing cost.
• Outgoing #10 Envelope: #10 InfoSend Standard Double Window Outgoing Envelope. Includes security tint printed on the inside
of the paper stock and clear film that prevent the contents of the envelope from being viewed. Sourced with sustainably logged
paper (SFI).
• Return #9 Envelope: #9 InfoSend Standard Single Window Return Envelope. Includes the same security tint and SFI paper as the
#10.
• Outgoing Flat Envelope: single window envelope, only used for multiple page statements that do not fit in the #10 envelope.
Insert Services
• InfoSend Produced Inserts: utilizing InfoSend printing and/or design services, inserts can be produced by InfoSend. Price quoted
on request.
• Envelope Messaging (Snipes): custom messages and images can be printed onto the standard InfoSend #10 double window
envelope as a more cost-effective alternative to pre-manufactured custom envelopes. The price depends on the artwork – number
of colors and whether it prints on one or both sides of the envelope, as well as order quantity. Price is quoted upon request.
• Electronic Inserts: fee per digital image of a physically produced insert included in the PDF copy of a document. Ensures that
client representatives and client customers can get the same information in the electronic bill as would go out physically.
• Inserting Fee: client provided or InfoSend produced inserts to be included with InfoSend produced mail. Additional fee applies if
insert arrives at InfoSend but requires folding prior to insertion. Setup fees may apply for programming selective inserting. InfoSend-
printed inserts are quoted upon request.
The information in this proposal is confidential and is not to be used or disclosed except to the recipient’s employees, officers
and agents engaged in evaluating this proposal.
4
Optional Document Services
• Enhanced Print Quality: the baseline print image quality for transactional documents such as statements and invoices is 600 x
600 DPI. Work produced from InfoSend’s Anaheim facility can be printed at an enhanced image quality at an additional cost. This
option uses high definition pigment ink & variable drop sizes to achieve a perceived 1200 x 1200 DPI image quality.
• Print Image Archiving: fee per document to process, index, and store a document as a PDF for a set number of months. PDFs
are securely accessed using an InfoSend website application, and includes USPS mail tracking for all outbound First Class mailed
documents. Setup fees may apply depending on configuration needs.
• Print Image Archive API Monthly Support Fee: a flat monthly support fee to provide API access to documents in the InfoSend
Print Image Archive. InfoSend will work with the designated third parties that a Client chooses, and provide support and open access
to API calls on a monthly basis.
• Final Doc Transfer FTP: each completed InfoSend batch is indexed and transferred to you via FTP or SFTP to store on your own
network. InfoSend’s standard Batch File format is one PDF per batch with an XML companion file providing meta data and page
numbers. If the client requires a custom scheme, including individual PDFs per each image in a batch, the Custom fee applies.
Note: setup fees may also apply for some custom setups.
• Professional Services Fee: per hour and performed only upon request for customizations made to processing program or
document format after go-live. Work is only started after receiving client approval of a formal quote.
• Returned Mail Handling: InfoSend will provide electronic reporting of mail that is returned by USPS, saving clients the hassle of
receiving and opening returned mail to update records. All records which are not delivered will be securely destroyed and recycled
after reporting.
• Remit Tracking: for clients utilizing the Print Image Archiving service, InfoSend can also track inbound mail from customers utilizing
an included remittance stub in the outbound mail. With Remit Tracking clients will be able to see when a customer responded to the
original mail piece, as well as get a daily report of inbound mail with an estimated value of payment remittances based on the
outbound mail.
AMENDMENT OF CONTRACT 008188
Page 1 Rev 2022/05/11
Water Resources Commissioner AJK
AMENDMENT OF CONTRACT 008188
AMENDMENT 04
AMENDMENT DATE: August 31, 2023
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
InfoSend Inc
4240 E La Palma Ave
Anaheim CA 92807 Vendor Number: 19887
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 $110,000.00 to the contract Not to Exceed amount.
Extend contract expiration date from 9/30/2023 to 1/31/2024
Due to conversion to Workday financial system, Oakland County is issuing a new contract number. The
old contract number 004564 will be replaced by 008188.
AMENDMENT OF CONTRACT 008188
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:
InfoSend Inc
THE COUNTY OF OAKLAND: SIGN / DATE:
Scott N. Guzzy, CPPO, MBA, Purchasing Administrator
CLA
Russ Rezai (Aug 31, 2023 17:14 PDT)
Russ Rezai
Scott Guzzy (Aug 31, 2023 21:35 EDT)
AMENDMENT OF CONTRACT 008188
Page 1 Rev September 2023
WRC JED
AMENDMENT OF CONTRACT 008188
AMENDMENT 05
AMENDMENT DATE: October 3, 2023
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
InfoSend INC
4240 E La Palma Ave
Anaheim, CA 92807 Vendor Number: 19887
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:
3.1 The Not to Exceed (NTE) amount is increased by $140,000.00.
AMENDMENT OF CONTRACT 008188
Page 2 Rev September 2023
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:
InfoSend INC
THE COUNTY OF OAKLAND: SIGN / DATE:
Scott N. Guzzy, CPPO, MBA, Purchasing Administrator
cmk
Roxana Weil, EVP (Oct 3, 2023 13:49 PDT)
Roxana Weil, EVP
Scott Guzzy (Oct 3, 2023 16:49 EDT)