HomeMy WebLinkAboutResolutions - 2024.02.29 - 41017
AMENDMENT
IN RE: Woodward Amendment #1
WHEREAS Oakland County purchased property in downtown Pontiac including two buildings and
surrounding structures and parcels in 2023 per Miscellaneous Resolutions 23-128 and 23-132; and
WHEREAS 31 E Judson, approximately 200,000 square feet, is vacant and requires renovations prior
to being occupied by County departments; and
WHEREAS 51111 Woodward, approximately 200,000 square feet, is substantially occupied and has
usable space that can be utilized by County departments if needed, and would require some
alterations; and
WHEREAS an Owner Representative RFP was issued via Oakland County Purchasing for selection
of an Owner Representative through the competitive bidding process to act as the County’s advocate
in planning, design, and construction services; and
WHEREAS Farbman Group of Southfield, MI was the most qualified bidder; and
WHEREAS Owner Representative services will be billed based on a monthly fee not to exceed
$37,500 and the total fee shall not exceed $900,000; and
WHEREAS the project duration is expected to be 24 months.
NOW THEREFORE BE IT RESOLVED that the Board of Commissioners authorizes a one-time
appropriation in the amount of $900,000 for Owner Representative services (PRJ-17526) from the
General Fund Strategic Investment Plan Assigned Fund Balance (GL #383554) to the Pontiac
Development Fund (#42110) for renovations to 31 E. Judson and 51111 Woodward in Pontiac.
BE IT FURTHER RESOLVED that the Board of Commissioners authorizes the Department of
Facilities Management to enter into a professional services contract with Farbman Group for Owner
Representative services for a term of March 1, 2024 through February 28, 2027 in an amount not to
exceed $900,000.
BE IT FURTHER RESOLVED that any contract extensions or amendments to the original
contract will require approval of the Board of Commissioners.
BE IT FURTHER RESOLVED that the Board of Commissioners directs the Department of
Management and Budget, upon receipt of the State of Michigan’s $50,000,000 enhancement grant
award to Oakland County, to refund the General Fund Strategic Investment Plan Assigned Fund
Balance (GL #383554) in the amount of $900,000 from the enhancement grant; the budget
amendment for a refunding appropriation shall be included in a subsequent Fiscal Year Quarterly
Financial Forecast Report.
BE IT FURTHER RESOLVED that the FY 2024-2026 budget be amended as detailed in the attached
Schedule A.
VOTE TRACKING - Board of Commissioners
Motioned by: Commissioner William Miller III
Seconded by: Commissioner Brendan Johnson
Yes: David Woodward, Michael Gingell, Penny Luebs, Karen Joliat, Kristen Nelson, Robert
Hoffman, Philip Weipert, Gwen Markham, Angela Powell, Marcia Gershenson, William Miller III,
Charles Cavell, Brendan Johnson, Ajay Raman, Ann Erickson Gault, Linnie Taylor (16)
No: None (0)
Abstain: None (0)
Absent: (0)
Passed
AGENDA ITEM: Owner Representative Services for Renovations to 31 E. Judson and 51111
Woodward in Pontiac
DEPARTMENT: Facilities Planning & Engineering
MEETING: Board of Commissioners
DATE: Thursday, February 29, 2024 6:00 PM - Click to View Agenda
ITEM SUMMARY SHEET
COMMITTEE REPORT TO BOARD
Resolution #2024-3886 _ 24-10
Motion to adopt the attached suggested resolution.
ITEM CATEGORY SPONSORED BY
Resolution Yolanda Smith Charles
INTRODUCTION AND BACKGROUND
Oakland County purchased property in downtown Pontiac including two buildings and surrounding
structures and parcels in 2023 per Miscellaneous Resolutions 23-128 and 23-132.
Oakland County has purchased an unoccupied office building located at 31 E Judson and
anticipates occupying the facility in end of September 2025/Spring 2026. The County plans to
undertake a renovation effort of the building prior to occupancy. County operations from several
other County buildings will be moving into the newly renovated facility. The County occupants will be
in private and open plan offices. Conference/meeting areas, circulation areas, and other support
areas may also be planned. Site, exterior building and systems upgrades are also anticipated.
The County has purchased an occupied office building located at 51111 Woodward with the
potential to occupy the facility in the very near future. Currently, specific floor levels are available for
immediate occupancy, with the understanding that specific infrastructure such as IT will need to be
provided for those specific floor areas.
POLICY ANALYSIS
This is a request to appropriate funding for owner representative services to represent the County
through several projects related to the Pontiac Redevelopment, Revitalize, and Reconnect project.
The owner’s representative company will have a critical role in helping the County achieve key
milestones and eventually overall initiative/program success. The County is seeking the expertise of
an owner’s representative to provide overall leadership, program structure, day-to-day oversight,
coordination of professional service representatives, and participate in community outreach. The
contractor will work directly with Facilities Management Department, Facilities Planning &
Engineering Division, who will represent the County for this project.
Additionally, this resolution authorizes the Department of Facilities Management to execute
the professional services contract with Farbman Group for owner representative services. The
contract term is March 1, 2024 through February 28, 2027 with a not to exceed amount of $900,000.
The terms of the contract stipulate that the maximum monthly invoice shall not exceed $37,500.
BUDGET AMENDMENT REQUIRED: Yes
Committee members can contact Michael Andrews, Policy and Fiscal Analysis Supervisor at
248.425.5572 or andrewsmb@oakgov.com or the department contact persons listed for additional
information.
CONTACT
Jason Warner, Manager Facilities Planning & Engineering
ITEM REVIEW TRACKING
Aaron Snover, Board of Commissioners Created/Initiated - 2/29/2024
David Woodward, Board of Commissioners Approved - 2/29/2024
Hilarie Chambers, Executive's Office Approved - 3/5/2024
Lisa Brown, Clerk/Register of Deeds Final Approval - 3/8/2024
AGENDA DEADLINE: 02/29/2024 6:00 PM
ATTACHMENTS
1. Owner Representative Services for Renovation to 31 E Judson_51111 Woodward_Schedule
A
2. Farbman Group Contract_0XXXXX
3. BOC ONLY DOCUMENT RFP Request - Attachment B
4. BOC ONLY DOCUMENT RFP Response Scoring
5. BOC ONLY DOCUMENT Proposal Form - Farbman Group
6. BOC ONLY DOCUMENT Proposal Form - Farbman-Pricing
COMMITTEE TRACKING
2024-02-21 Economic Development & Infrastructure - Forward to Finance
2024-02-21 Finance - Recommend to Board
2024-02-29 Full Board - Adopt
Motioned by: Commissioner Brendan Johnson
Seconded by: Commissioner Angela Powell
Yes: David Woodward, Penny Luebs, Kristen Nelson, Gwen Markham, Angela Powell, Marcia
Gershenson, William Miller III, Charles Cavell, Brendan Johnson, Ajay Raman, Ann Erickson
Gault, Linnie Taylor (12)
No: Michael Gingell, Karen Joliat, Robert Hoffman, Philip Weipert (4)
Abstain: None (0)
Absent: Christine Long, Yolanda Smith Charles, Michael Spisz (3)
Passed
February 29, 2024
RESOLUTION #2024-3886 _ 24-10
Sponsored By: Yolanda Smith Charles
Facilities Planning & Engineering - Owner Representative Services for Renovations to 31 E.
Judson and 51111 Woodward in Pontiac
Chair and Members of the Board:
WHEREAS Oakland County purchased property in downtown Pontiac including two buildings and
surrounding structures and parcels in 2023 per Miscellaneous Resolutions 23-128 and 23-132; and
WHEREAS 31 E Judson, approximately 200,000 square feet, is vacant and requires renovations prior
to being occupied by County departments; and
WHEREAS 51111 Woodward, approximately 200,000 square feet, is substantially occupied and has
usable space that can be utilized by County departments if needed, and would require some
alterations; and
WHEREAS an Owner Representative RFP was issued via Oakland County Purchasing for selection
of an Owner Representative through the competitive bidding process to act as the County’s advocate
in planning, design, and construction services; and
WHEREAS Farbman Group of Southfield, MI was the most qualified bidder; and
WHEREAS Owner Representative services will be billed based on a monthly fee not to exceed
$37,500 and the total fee shall not exceed $900,000; and
WHEREAS the project duration is expected to be 24 months.
NOW THEREFORE BE IT RESOLVED that the Board of Commissioners authorizes a one-time
appropriation in the amount of $900,000 for Owner Representative services (PRJ-17526) from the
General Fund Strategic Investment Plan Assigned Fund Balance (GL #383554) to the Pontiac
Development Fund (#42110) for renovations to 31 E. Judson and 51111 Woodward in Pontiac.
BE IT FURTHER RESOLVED that the Board of Commissioners authorizes the Department of
Facilities Management to enter into a professional services contract with Farbman Group for Owner
Representative services for a term of March 1, 2024 through February 28, 2027 in an amount not to
exceed $900,000.
BE IT FURTHER RESOLVED that any contract extensions or amendments to the original contract
will require approval of the Board of Commissioners.
BE IT FURTHER RESOLVED that the Board of Commissioners directs the Department of
Management and Budget, upon receipt of the State of Michigan’s $50,000,000 enhancement grant
award to Oakland County, to refund the General Fund Strategic Investment Plan Assigned Fund
Balance (GL #383554) in the amount of $900,000 from the enhancement grant; the budget
amendment for a refunding appropriation shall be included in a subsequent Fiscal Year Quarterly
Financial Forecast Report.
BE IT FURTHER RESOLVED that the FY 2024-2026 budget be amended as detailed in the attached
Schedule A.
Chair, the following Commissioners are sponsoring the foregoing Resolution: Yolanda Smith
Charles.
Date: February 29, 2024
David Woodward, Commissioner
Date: March 05, 2024
Hilarie Chambers, Deputy County Executive II
Date: March 08, 2024
Lisa Brown, County Clerk / Register of Deeds
COMMITTEE TRACKING
2024-02-21 Economic Development & Infrastructure - Forward to Finance
2024-02-21 Finance - Recommend to Board
2024-02-29 Full Board - Adopt
Motioned by Commissioner Brendan Johnson seconded by Commissioner Angela Powell to adopt as
amended the attached Resolution: Owner Representative Services for Renovations to 31 E. Judson
and 51111 Woodward in Pontiac.
Yes: David Woodward, Penny Luebs, Kristen Nelson, Gwen Markham, Angela Powell, Marcia
Gershenson, William Miller III, Charles Cavell, Brendan Johnson, Ajay Raman, Ann Erickson
Gault, Linnie Taylor (12)
No: Michael Gingell, Karen Joliat, Robert Hoffman, Philip Weipert (4)
Abstain: None (0)
Absent: Christine Long, Yolanda Smith Charles, Michael Spisz (3)
Passed
ATTACHMENTS
1. Owner Representative Services for Renovation to 31 E Judson_51111 Woodward_Schedule A
2. Farbman Group Contract_0XXXXX
3. BOC ONLY DOCUMENT RFP Request - Attachment B
4. BOC ONLY DOCUMENT RFP Response Scoring
5. BOC ONLY DOCUMENT Proposal Form - Farbman Group
6. BOC ONLY DOCUMENT Proposal Form - Farbman-Pricing
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
I, Lisa Brown, Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true
and accurate copy of a resolution adopted by the Oakland County Board of Commissioners on
February 29, 2024, with the original record thereof now remaining in my office.
In Testimony Whereof, I have hereunto set my hand and affixed the seal of the Circuit Court at
Pontiac, Michigan on Thursday, February 29, 2024.
Lisa Brown, Oakland County Clerk / Register of Deeds
Oakland County, Michigan
Schedule "A" DETAIL - General Fund/General Purpose
COUNTY EXECUTIVE OFFICE – OWNER REPRESENTATIVE SERVICES FOR RENOVATIONS TO 31 E. JUDSON AND 51111 WOODWARD IN PONTIAC
R/E Fund Name
Division
Name
Fund #
(FND)
Cost Center
(CCN) #
Account
# (RC/SC)
Program #
(PRG)
Grant
ID
(GRN) #
Project ID #
(PROJ)
Region
(REG)
Budget
Fund
Affiliate
(BFA)
Ledger
Account
Summary Account Title
FY 2024
Amendment
FY 2025
Amendment
FY 2026
Amendment
R General Fund FND10100 CCN9010101 RC665882 PRG196030 665882 Planned Use of Balance $300,000 $-$-
Total Revenue $300,000 $-$-
E General Fund FND10100 CCN9010101 SC788001 PRG196030 BFA42110 788001 Transfer Out $300,000 $450,000 $150,000
E General Fund FND10100 CCN9010101 SC796500 PRG196030 BFA42110 796500 Budgeted Equity Adjustments -(450,000)(150,000)
Total Expenditure $300,000 $-$-
R Pontiac Development
Fund
FND42110 CCN1040801 RC695500 PRG148020 PRJ-17526 BFA10100 695500 Transfer In $300,000 $450,000 $150,000
Total Revenues $300,000 $450,000 $150,000
E Pontiac Development
Fund
FND42110 CCN1040801 SC760126 PRG148020 PRJ-17526 761000 Captial Outlay Miscellaneous $300,000 $450,000 $150,000
Total Expenditure $300,000 $450,000 $150,000
OAKLAND COUNTY PURCHASING
CONTRACT NUMBER [Contract Number]
Page 1
REV September 2023
Buyer: AJK CONTRACT NUMBER: XXXXXX Event # 000435
CONTRACT between the COUNTY OF OAKLAND and CONTRACTOR
The County and the Contractor may be referred to individually as a “Party” or collec�vely as the “Par�es.” The Par�es
agree to the atached terms and condi�ons:
FOR THE CONTRACTOR:
SIGN:
FOR THE COUNTY:
SIGN: SIGN:
Contract Administrator Scot N. Guzzy, CPPO, MBA, Purchasing Administrator
Not To Exceed Amount: $900,000.00 Effec�ve Date: 3/1/2024 Expira�on Date:2/28/2027
Contract Descrip�on: Owners Representa�ve Services - P
Contractor Address: Contract Administrator Informa�on:
Farbman Group
28400 Northwestern Highway, Suite 400
Southfield, MI 48034
Vendor No: 40422
Andy Gutman
gutman@farbman.com
Buyer and
Purchasing Informa�on:
County Contract Administrator
and Using Department:
Andy Krumwiede
OAKLAND COUNTY PURCHASING
2100 Pon�ac Lake Rd 41W
Waterford, MI 48328-2762
248-858-0511
Jason Warner
Manager Facili�es Planning & Engineering
One Public Works Drive
Waterford Michigan 48328
xxx
OAKLAND COUNTY PURCHASING
CONTRACT NUMBER [Contract Number]
Page 2
REV September 2023
This Contract is organized and divided into the following Sec�ons for the convenience of the Par�es.
Sec�on 1. Contract Defini�ons
Sec�on 2. Contract Term and Renewal
Sec�on 3. Contract Administra�on and Amendments
Sec�on 4. Contract Termina�on
Sec�on 5. Scope of Deliverables and Financial/Payment Obliga�ons
Sec�on 6. Contractor’s Warran�es and Assurances
Sec�on 7. Liability
Sec�on 8. Insurance and Bond Requirements
Sec�on 9. Intellectual Property
Sec�on 10. Confiden�al Informa�on
Sec�on 11. County Data
Sec�on 12. Informa�on Technology Standards
Sec�on 13. General Terms and Condi�ons
§1. CONTRACT DEFINITIONS
The following words when printed with the first leter capitalized shall be defined and interpreted as
follows, whether used in the singular or plural, nomina�ve or possessive case, and with or without
quota�on marks:
1.1. “Amendment” means any change, clarifica�on, or modifica�on to this Contract.
1.2. “AE” means Architectural Engineer, selected by the County, for the Project.
1.3. “Business Day” means Monday through Friday from 8:00 a.m. to 5:00 p.m., excluding County
designated holidays.
1.4. “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.
1.5. “Confiden�al Informa�on” means all informa�on and data that the County is required or permited by
law to keep confiden�al, which includes computer so�ware, cybersecurity assessments and plans and
measures to protect the County’s security.
OAKLAND COUNTY PURCHASING
CONTRACT NUMBER [Contract Number]
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REV September 2023
1.6. “Contract” means this document and any other documents expressly incorporated herein.
1.7. “Contractor” means the entity or person listed under “Contractor” on the first page of this Contract and
Contractor Employee.
1.8. “Contractor Employee” means any employee; officer; director; member; manager; trustee; volunteer;
atorney; licensee; contractor; subcontractor; independent contractor; subsidiary; joint venture; partner
or agent of Contractor; and any persons ac�ng by, through, under, or in concert with any of the above,
whether ac�ng in their personal, representa�ve, or official capaci�es. Contractor Employee shall also
include any person who was a Contractor Employee at any �me during the term of this Contract but, for
any reason, is no longer employed, appointed, or elected in that capacity.
1.9. “Contract Documents” mean the following documents, which this Contract includes and incorporates:
Exhibits (Applicable if Checked)
1.9.1. ☒ Exhibit I: Contractor Insurance Requirements
1.9.2. ☒ Exhibit II: Business Associate Agreement (Health Insurance Portability and Accountability Act
Requirements)
1.9.3. ☒ Exhibit III: Requirements for Contractors with Access to County PII (Personally Iden�fiable
Informa�on)
1.9.4. ☒ Exhibit IV: Requirements for Contractors with Access to Criminal Jus�ce Informa�on
1.9.5. ☒ Exhibit V: Federally Funded Contract Requirements
1.9.6. ☒ Exhibit VI: So�ware License(s)
1.9.7. ☒ Exhibit VII: License for Use of County Servicemark
1.9.8. ☒ Exhibit VIII: Acknowledgement of Independent Employment Status
1.9.9. ☒ Exhibit IX: Scope of Contractor Deliverables/Financial Obliga�ons
1.10. “County” means the County of Oakland, a Municipal and Constitutional Corporation, its departments,
divisions, authorities, boards, committees, and “County Agents” as defined below.
1.11. “County Agent” means any elected and appointed officials; directors; board members; council
members; commissioners; employees; and volunteers of the County; whether ac�ng in their personal,
representa�ve, or official capaci�es. “County Agent” shall also include any person who was a “County
Agent” any�me during the term of this Contract but, for any reason, is no longer employed, appointed,
or elected and in that capacity.
1.12. “County Data” means information or data collected, used, processed, stored, or generated in any format,
by or on behalf of the County, in connection with the Deliverables, which shall include, but not be limited
to: (a) personal health information (PHI) as defined under the Health Insurance Portability and
OAKLAND COUNTY PURCHASING
CONTRACT NUMBER [Contract Number]
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Accountability Act (HIPAA) and Exhibit II, (b) personally identifiable information (PII) as defined in Exhibit
III, and (c) Criminal Justice Information defined in Exhibit IV if the Exhibit(s) are incorporated into the
Contract. County Data includes Confidential Information as defined in this Contract.
1.13. “County Network” means County owned, leased, or licensed equipment, hardware, and so�ware that is
interconnected via fiber op�c, wireless, or other communica�on mediums for the purposes of County
hos�ng, processing, using, sharing, and/or transpor�ng data, video, voice, or any other form of informa�on.
1.14. “CM” means construc�on manager, selected by the County, for the Project.
1.15. “Day” means any calendar day, which shall begin at 12:00:00 a.m. and end at 11:59:59 p.m.
1.16. “Deliverables” means goods and/or services provided under this Contract, whether tangible or
intangible, and may be more specifically described in the Exhibits.
1.17. “Effec�ve Date” means midnight on the date listed on the first page of this Contract.
1.18. “Expira�on Date” means 11:59.59 p.m. on the date listed on the first page of this Contract.
1.19. “E-Verify ” means an Internet based system operated by the Department of Homeland Security (DHS) in
partnership with the Social Security Administra�on (SSA) that allows par�cipa�ng employers to
electronically verify the employment eligibility of their newly hired employees. Informa�on and the
registra�on process are found at the E-Verify website:
htps://e-verify.uscis.gov/enroll.
1.20. “Intellectual Property” means any developments, improvements, designs, innova�ons, and materials
that may be the subject of a trademark/servicemark, copyright, patent, trade secret, which includes
ideas, concepts, inven�ons, and processes related to the development and opera�on of computer
so�ware and systems.
1.21. “Iran-Linked Business” is defined in the Michigan Compiled Laws (MCL), specifically MCL 129.312, being
Sec�on 2 of Public Act 517 of 2012.
1.22. “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.
1.23. “Project” means substantial renovations to the building located at 31 E Judson, Pontiac, Michigan and minor
interior and exterior renovations to the building located at 51111 Woodward Pontiac, Michigan, which has the
following County identification number: County Facilities Management Project 23-447.
1.24. “Proposal” means Contractor’s response or bid to the County’s Request for Proposal, Request for
Qualifica�ons, or Request for Quotes.
1.25. “Purchase Order” means the County’s writen request to Contractor for Deliverables pursuant to this
Contract. The Purchase Order may include terms regarding delivery schedule, payment, and transporta�on.
OAKLAND COUNTY PURCHASING
CONTRACT NUMBER [Contract Number]
Page 5
REV September 2023
1.26. “Purchasing” means the Purchasing Division of Oakland County.
§2. CONTRACT TERM AND RENEWAL
2.1. Contract Term. This Contract shall begin on the Effective Date and shall end on the Expiration Date.
2.2. Contract Renewal. Unless otherwise provided herein, the Par�es are under no obliga�on to renew or
extend this Contract a�er the Expira�on Date. This Contract may only be extended by an Amendment.
2.3. Legal Effect. This Contract shall be effec�ve 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 cer�ficates of insurance, required by this
Contract, are submited and accepted by Purchasing; and (d) any other condi�ons 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 maters rela�ng 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 condi�ons
of this Contract and are included and incorporated herein.
3.3. Project Managers. Each Party may designate an employee or agent to act as a Project Manager. If Project
Managers are selected, they shall be listed, along with their duties, in Exhibit IX. Unless otherwise stated in
Exhibit IX, the County’s Project Manager has no authority to amend this Contract.
3.4. Contract Administrators. The County shall designate an employee or agent to act as Contract
Administrator(s). Contractor may designate its employee or agent to act as Contract Administrator(s).
The Contract Administrators shall be listed on the first page of this Contract. The County’s Contract
Administrator(s) shall be responsible for monitoring and coordina�ng day-to-day ac�vi�es under this
Contract, reviewing Deliverables and invoices, and submi�ng 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 effec�ve un�l 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
OAKLAND COUNTY PURCHASING
CONTRACT NUMBER [Contract Number]
Page 6
REV September 2023
no�fy Purchasing that it believes the requested work is a change to the Contract before performing the
requested work. If Contractor fails to no�fy Purchasing before beginning the requested work, then
Contractor waives any claims for addi�onal compensa�on 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 condi�ons contained in
Sec�ons 1 through 13 of this Contract shall prevail and take precedence over any allegedly conflic�ng
provisions in all Contract Documents, Exhibits, Purchase Orders, and other documents expressly
incorporated herein. Terms and condi�ons contained in Contractor invoices, packing slips, receipts,
acknowledgments, click-through licenses, and similar documents shall not change the terms and
condi�ons of this Contract.
§4. CONTRACT TERMINATION
4.1. County Termina�on. In addi�on 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 Termina�on. The County may terminate or cancel this Contract, in whole or in part,
immediately, upon no�ce to Contractor, if any of the following occur: (a) Contractor, officer of
Contractor, or an owner of a 25% or greater share of Contractor is convicted of a felony criminal offense
or a criminal offense involving or related to Contractor’s business; or (b) if any third-party funding for
this Contract is reduced or terminated.
4.1.2. Termina�on for Convenience. The County may terminate or cancel this Contract, in whole or part, at
any �me, upon ninety (90) Days’ no�ce to Contractor, for any reason, including convenience without
incurring obliga�on or penalty of any kind. The effec�ve date for termina�on or cancella�on shall be
clearly stated in the no�ce.
4.2. Contractor Termina�on. Contractor may terminate or cancel this Contract, in whole or part, upon one
hundred and eighty (180) Days’ no�ce to the County, if the County materially breaches any duty or
obliga�on contained herein and within such no�ce period has failed or has not reasonably atempted to
cure the breach. The effec�ve date of termina�on or cancella�on and the specific alleged default shall
be clearly stated in the no�ce to the County.
4.3. County’s Obliga�ons Upon Termina�on. The County’s sole obliga�on in the event of termina�on or
cancella�on of this Contract is for payment of the actual Deliverables provided to the County before the
effec�ve date of termina�on. Under no circumstances shall the County be liable for any future loss of
income, profits, any consequen�al damages, any loss of business opportuni�es, revenues, or any other
economic benefit Contractor may have realized but for the termina�on or cancella�on of this Contract.
The County shall not be obligated to pay Contractor any cancella�on or termina�on fee if this Contract
is cancelled or terminated as provided herein. If the County chooses to terminate the Contract in part,
OAKLAND COUNTY PURCHASING
CONTRACT NUMBER [Contract Number]
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then the charges payable under this Contract must be equitably adjusted to reflect those Deliverables
that are terminated.
4.4. Contractor’s Obliga�ons Upon Termina�on. If this Contract terminates for any reason, then Contractor
must do the following: (a) at County’s sole request and discre�on, cease providing all Deliverables as
specified at the �me stated in the no�ce of termina�on; (b) take any ac�on necessary, or as the County
may direct, to preserve and protect Deliverables or other property derived or resul�ng from the
Contract that is in Contractor’s possession; (c) return all materials and property provided to Contractor
by the County; (d) unless otherwise directed by the County, transfer �tle in and deliver to the County all
Deliverables in the possession of Contractor (which Deliverables are transferred to the County “As-Is”,
except to the extent the amounts paid by the County for these Deliverables include warran�es or
warranty services and, in that situa�on, the Deliverables will be transferred with the warranty or
warranty services and not “As-Is”); and (e) take any ac�on to mi�gate and limit any poten�al damages,
including terminate or limit, as applicable, those subcontracts and outstanding orders for materials and
supplies connected with or related to this Contract.
4.5. Assumption of Subcontracts. If Contractor is in breach of this Contract and the County terminates this
Contract, then the County may assume, at its option, any subcontracts and agreements for Deliverables
provided under the Contract and may pursue completion of the Deliverables by replacement Contract or
otherwise as the County, in its sole judgment, deems expedient.
§5. SCOPE OF DELIVERABLES AND FINANCIAL/PAYMENT OBLIGATIONS
5.1. Performance of Deliverables. Contractor shall provide all Deliverables iden�fied in and as set forth in
Exhibit IX, any Purchase Orders, and/or any Amendments to this Contract.
5.2. So�ware License(s). If Contractor requires County to comply with a so�ware license or any other third-
party terms, the so�ware license or other third-party terms must be atached to this Contract in Exhibit
VI, and the Par�es shall follow the terms and condi�ons therein. County is not obligated to follow or
comply with any so�ware license or other third-party terms that are not atached to or included in this
Contract. Unless specifically agreed to by County in wri�ng, if County Agents are required to accept
click through license terms or any other terms not included in this Contract to access or use any of the
Deliverables in this Contract, the terms and condi�ons of those click through licenses and other terms
are without force and effect.
5.3. Financial Obliga�ons. Except as otherwise set forth in this Contract, the County’s sole financial
obliga�on under this Contract shall be set forth in Exhibit IX. The amount and manner of payment of
the financial obliga�on shall be set forth in Exhibit IX and may be in the So�ware License Exhibit VI, if
applicable, or a Purchase Order.
5.4. Payment Procedure. Except as otherwise set forth in the Exhibits, Contractor shall submit an invoice to
the County’s Contract Administrator itemizing amounts due and owing under this Contract, as of the date
of the invoice, within sixty (60) days of Contractor’s performance of the Deliverables listed in the invoice.
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Invoices shall contain the following information: (a) County Contract Number; (b) dates of Deliverables; (c)
itemized list of Deliverables; (d) Contractor Tax ID Number (federal and State); (e) licenses; and (f) any
other information reasonably requested by Purchasing. Unless otherwise set forth in the Exhibits, the
County will pay undisputed invoices, which comply with this section (5.4), within sixty (60) days after
receiving the invoice. Unless otherwise set forth in the Exhibits, the County shall only pay Contractor for
Deliverables under this Contract and not any subcontractors or assignees of Contractor.
5.5. Not to Exceed Amount. The amount due and owing to Contractor, under this Contract, shall not exceed
the “Not to Exceed Amount.” If Contractor can reasonably foresee that the total financial obliga�on for
the Contract will exceed the “Not to Exceed Amount,” then Contractor shall provide Purchasing with
no�ce of this fact as soon as possible, but no later than ten (10) days before this event.
5.6. County Not Obligated for Penal�es/Costs/Fines. The County shall not be responsible or liable for any
cost, fee, fine, penalty, or other assessment of any kind that is incurred or suffered by Contractor in
connec�on with or resul�ng from Contractor’s performance of this Contract under any circumstances.
5.7. Set-Off of County Costs. If the County incurs any costs (not specified in this Contract), loss, or damage
that is caused by or results from Contractor, then the County has the right to set-off those costs, loss,
and/or damage from any amounts due and owing Contractor. This set-off includes, but is not limited to,
withholding payment in an amount equal to the cost of any County-provided equipment, supplies,
badges, or other property that are not returned by Contractor upon comple�on, termina�on, or
cancella�on of this Contract. County also reserves the right at any �me to set-off any amounts it owes to
Contractor under this Agreement against any amounts that Contractor owes to County.
5.8. In-Kind Services. Unless expressly provided herein, this Contract does not authorize any in-kind services
by either Party.
§6. CONTRACTOR’S WARRANTIES AND ASSURANCES
6.1. Full Knowledge of Contract Expecta�ons. Contractor warrants that before submi�ng its Proposal
and/or entering into this Contract, it had a full opportunity to review all County requirements and/or
expecta�ons for this Contract. Contractor is responsible for being adequately and properly prepared to
execute this Contract. Contractor has sa�sfied itself in all material respects that it will be able to
perform the Contract as specified herein.
6.2. Complete and Accurate Representa�ons. Contractor cer�fies that all statements, assurances, records,
and materials submited to the County in connec�on with seeking and obtaining this Contract have
been truthful, complete, and accurate.
6.3. Access to Contractor Policies. If the Parties agree in this Contract to follow any Contractor policies, such
as acceptable use or privacy policies, then Contractor shall retain each version of such policy with the
effective dates and shall promptly provide such to the County, if requested.
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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, associa�on fees, license fees, fines, taxes,
and penal�es.
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 Qualifica�ons 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 qualifica�ons to perform this Contract and
possess any necessary licenses, permits, cer�ficates, and governmental authoriza�ons 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 obliga�ons 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 legi�mate, good-faith reasons. Replacement personnel for the removed person
must be fully qualified for the posi�on. If the removal of a Contractor Employee results in an
unan�cipated delay, which is atributable to the County, then this delay shall not be considered a breach
of the Contract and the terms and condi�ons of this Contract effected by the removal will be adjusted
accordingly.
6.7.4. Contractor Employee Iden�fica�on. If requested by the County, Contractor Employees shall wear and
display a County-provided iden�fica�on badge at all �mes while working on County premises. In order
to receive a County iden�fica�on badge, a Contractor Employee shall sign the “Acknowledgement of
Independent Contractor Status” form, Exhibit VIII to this Contract. Contractor shall return all County-
provided iden�fica�on(s) upon comple�on of Contractor’s obliga�ons 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 discre�on of the County and the results will be used to determine Contractor Employee’s eligibility
to perform work under this Contract. Any request for background checks will be ini�ated by the County
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and will be reasonably related to the type of work requested. Contractor and Contractor Employees
shall provide all informa�on or documents necessary to perform the background check.
6.7.6. Contractor Employee Expenses. All Contractor Employees shall be employed at the Contractor’s sole
expense (including employment-related taxes and insurance). Contractor warrants that all Contractor
Employees shall fully comply with and adhere to the terms of this Contract. Contractor shall be solely
liable for all applicable Contractor Employees’ federal, state, or local payment withholdings or
contribu�ons and/or all Contractor Employee related pension or welfare benefits plan contribu�ons
under federal or state law. Contractor shall indemnify, defend, and hold the County harmless for all
Claims against the County by any Contractor Employee, arising out of any contract for hire or employer-
employee rela�onship between Contractor and any Contractor Employee including, but not limited to,
Worker’s Compensa�on, disability pay, or other insurance of any kind.
6.7.7. Contractor’s Compliance with the Pa�ent Protec�on and Affordable Care Act. If Contractor is subject
to the Pa�ent Protec�on and Affordable Care Act (“ACA”), PL 111-148, 124 Stat 119, then Contractor
shall ensure that all Contractor Employees, under assignment to the County, and their dependents, as
defined by the ACA, are provided with or have access to insurance as required by the ACA. If Contractor
is subject to the ACA, Contractor warrants it offers group health coverage to Contractor Employees and
their dependents that is affordable, that provides minimum essen�al coverage and value, and that each
offer of coverage meets the �ming requirements of the ACA. Contractor warrants, whether or not it is
subject to the ACA, that it will pay all applicable fees, taxes, or fines, as set forth in the employer
mandates of the ACA under Tax Code §4980H and related regula�ons for any Contractor Employee,
whether the fee, tax, or fine is assessed against the Contractor or the County.
6.8. Acknowledgment of Independent Contractor Status.
6.8.1. Independent Contractor. Nothing in this Contract is intended to establish an employer-employee
rela�onship between the County and Contractor or any Contractor Employee. In no event, shall
Contractor Employees be deemed employees, agents, volunteers, or subcontractors of the County.
Contractor shall ensure that Contractor Employees are apprised of their status and the limita�ons
independent contractors have of this status.
6.8.2. Contractor/Contractor Employee Representa�ons. Contractor and/or Contractor Employees shall not
represent themselves as County employees. Contractor shall ensure that Contractor Employees do not
represent themselves as County employees.
6.8.3. County Benefits and Plans. Contractor and Contractor Employees shall not be en�tled to par�cipate in
any County employee benefit plans and programs, including but not limited to, re�rement, deferred
compensa�on, insurance (including without limita�on, health, disability, dental, and life), and vaca�on
pay. This limita�on includes access to benefit plans and programs that are not described by a writen
plan. However, Contractor Employees who are re�red County Employees may receive vested post-
employment benefits such as re�ree health care and pension benefits from Oakland County.
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6.8.4. County Reliance. The County entered into this Contract in reliance of the representa�ons made by
Contractor regarding its understanding of the role of independent contractors, its stated rela�onship to
Contractor Employees, and other representa�ons Contractor has made regarding the management and
performance oversight of Contractor Employees.
6.8.5. Independent Employment Status. If Contractor provides Contractor Employees for staffing and/or leasing
services to County, those Contractor Employees shall sign Exhibit VIII, Acknowledgement of Independent
Employment Status, prior to performing services for the County.
6.9. Permits and Licenses. Contractor shall be responsible for obtaining and maintaining, throughout the
term of this Contract, all licenses, permits, cer�ficates, governmental authoriza�ons, and
business/professional licenses necessary to perform this Contract. Upon request by the County,
Contractor shall furnish copies of any permit, license, cer�ficate, or governmental authoriza�on
necessary to perform this Contract.
6.10. E-Verify. In accordance with Miscellaneous Resolution No.09116 (BOC Minutes, July 30, 2009, pp 37-38),
unless otherwise exempted, all service contractors who wish to contract with the County to provide
services must first certify they have registered with, will participate in, and continue to utilize, once
registered, the E-Verify Program (or any successor program implemented by the federal government or its
departments or agencies) to verify the work authorization status of all newly hired employees employed
by the Contractor. Breach of this term or condition is considered a material breach of this Contract.
Contractor’s execution of this Contract constitutes a certification that they are authorized to certify on
behalf of Contractor and do hereby certify on behalf of Contractor that the Contractor has registered with,
has and will participate in, and does and will continue to utilize once registered and throughout the term
of this Contract and any permissible extension hereof, the E-Verify Program (or any successor program
implemented by the federal government or its departments or agencies) to verify the work authorization
status of all newly hired employees employed by the Contractor.
6.11. Iran-Linked Business Cer�fica�on. Contractor cer�fies that it is not an Iran-Linked Business. Contractor
further cer�fies that it was not an Iran-Linked Business at the �me it submited its Proposal for this
Contract. Contractor must promptly no�fy the County, if Contractor becomes an Iran-Linked Business at
any �me during this Contract.
6.12. Foreign Adversary Cer�fica�on. If Contractor supplies technology or equipment to County, Contractor
cer�fies that the technology and/or equipment was not produced, assembled, or manufactured by a
foreign adversary, as defined, and as prohibited by the federal government.
6.13. Taxes .
6.13.1. Contractor Taxes. Contractor shall collect and pay its local, state, and federal taxes, including but not
limited to, all employment taxes, sales taxes, personal property taxes, and real property taxes. The
County shall not be liable to or required to reimburse Contractor for any local, state, or federal tax of
any kind.
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6.13.2. County Tax-Exempt. The County is exempt from state and local sales tax, personal property tax, and real
property tax. Prices under this Contract shall not include taxes, unless the County is not tax-exempt for a
specific Deliverable. Exemption certificates for sales tax will be furnished upon request.
6.14. Warranty for Services. Contractor warrants that all Deliverables that are services shall be performed in
compliance with all applicable laws, statutes, regula�ons, ordinances, requirements and specifica�ons in
the Exhibits, industry best prac�ces and care, professional standards, and in a diligent, workmanlike,
and expedi�ous manner. Contractor acknowledges and agrees that �me is of the essence for all
Deliverables that are services.
6.15. Warranty for Goods. All Deliverables that are goods shall be subject to the following warranties:
6.15.1. Warranty of Merchantability. Goods provided by Contractor pursuant to this Contract shall: (a) be
merchantable; (b) be of good quality; (c) be fit for their ordinary purpose; (d) be adequately contained and
packaged; and (e) conform to the specifications and descriptions contained in this Contract. Contractor
acknowledges and agrees that �me is of the essence for providing all Deliverables that are goods.
6.15.2. Warranty of Fitness for a Par�cular Purpose. If Contractor knows or has reason to know that the goods
will be used for a par�cular 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 par�cular purpose.
6.15.3. Warranty of Title. All goods provided to the County shall be provided: (a) with good �tle; (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 righ�ul claim of infringement or similar claim by a third-party.
6.16. ADA and Sec�on 508 Compliance. If Contractor is providing a Deliverable that requires County Agents
or the public to use a so�ware applica�on or to access a website, Contractor warrants that end users
can u�lize the so�ware or access the website in accordance with the accessibility requirements of the
ADA and the Rehabilita�on Act of 1973. Contractor’s Deliverable will conform, where relevant, to level
AA of the World Wide Web Consor�um (W3C) Web Content Accessibility Guidelines (WCAG) 2.1. Any
addi�onal compliance requirements shall be specified in the Scope of Contractor’s Deliverables Exhibit
IX.
§7. LIABILITY
7.1. CONTRACTOR INDEMNIFICATION. CONTRACTOR SHALL INDEMNIFY, DEFEND, AND HOLD THE COUNTY
HARMLESS FROM ALL CLAIMS, INCURRED BY OR ASSERTED AGAINST THE COUNTY BY ANY PERSON OR
ENTITY, WHICH ARE ALLEGED TO HAVE BEEN CAUSED DIRECTLY OR INDIRECTLY FROM THE ACTS OR
OMISSIONS OF CONTRACTOR OR CONTRACTOR’S EMPLOYEES. THE COUNTY’S RIGHT TO INDEMNIFICATION
IS IN EXCESS AND ABOVE ANY INSURANCE RIGHTS/POLICIES REQUIRED BY THIS CONTRACT.
7.2. NO INDEMNIFICATION FROM THE COUNTY. CONTRACTOR SHALL HAVE NO RIGHTS OR CLAIMS
AGAINST THE COUNTY FOR INDEMNIFICATION, CONTRIBUTION, SUBROGATION, OR ANY OTHER SIMILAR
RIGHT TO BE REIMBURSED BY THE COUNTY.
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7.3. COUNTY LIMITATION OF LIABILITY.
7.3.1. COUNTY SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, RELIANCE, REMOTE,
SPECULATIVE, PUNITIVE, EXEMPLARY, LIQUIDATED, TREBLE, OR SPECIAL DAMAGES, INCLUDING, BUT NOT
LIMITED TO, LOSS OF PROFIT, OPPORTUNITY, USE, REVENUE, DATA, OR GOODWILL, WHETHER BASED IN
WHOLE OR IN PART IN CONTRACT, TORT, EQUITY, STRICT LIABILITY, UNDER STATUTE, OR ANY OTHER
THEORY OF LIABILITY, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR CONTEMPLATED
AND EVEN IF COUNTY WAS ADVISED OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
7.3.2. COUNTY SHALL NOT BE LIABLE IN CONTRACT, TORT, EQUITY, STRICT LIABILITY, UNDER STATUTE, OR ANY
OTHER THEORY OF LIABILITY, FOR TOTAL AGGREGATE DAMAGES IN EXCESS OF COUNTY’S PAYMENT
OBLIGATIONS TO CONTRACTOR FOR THE DELIVERABLES PROVIDED UNDER THIS CONTRACT.
§8. INSURANCE AND BOND REQUIREMENTS
8.1. Contractor Provided Insurance. At all �mes during this Contract, Contractor shall obtain and maintain
insurance according to the requirements listed in Exhibit I.
8.2. Contractor Provided Bonds. Pursuant to Public Act 213 of 1963, if the Contract Not to Exceed Amount
exceeds fi�y thousand dollars ($50,000.00) and the Contract is for the construc�on, altera�on, or repair
of any public building or public work or improvement of the County, then the Contractor shall furnish, at
its sole cost, a performance bond and a payment bond to the County, which shall become binding upon
execu�on of the Contract. Each bond shall be in an amount fixed by the County, as set forth in Exhibit
IX, but in no event shall each bond be less than 25% of the Contract Not to Exceed Amount.
§9. INTELLECTUAL PROPERTY
9.1. Contractor Use of County Licensed Software. In order for Contractor to perform this Contract, the County
may permit Contractor to access certain Software licensed to the County. Contractor shall not transfer,
remove, use, copy, or otherwise provide or make available such Software or documentation to any other
person or entity, for any purpose, without the prior written consent of the County and/or the licensor.
Furthermore, neither Contractor nor Contractor Employee shall produce a source listing, decompile,
disassemble, or otherwise reverse engineer any Software. Neither Contractor nor Contractor Employee
shall use any Software contrary to the provisions of any applicable Software license agreement or state or
federal law.
9.2. Contractor License to Use County Servicemarks. If this Contract involves the use of County servicemarks, then
Contractor is granted a license to use the servicemarks subject to the terms listed in Exhibit VII. Contractor shall
only use the servicemarks as directed by the County in Exhibit VII. If Exhibit VII is not selected and attached to this
Contract, Contractor shall not and has no right to use County servicemarks.
9.3. Assignment of Rights. In consideration for the performance of this Contract and the fees paid to Contractor,
Contractor agrees to the following: (a) Contractor shall have no copyright, patent, trademark, or trade secret
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rights in County Intellectual Property; (b) any and all programs, inventions, and other work or authorship
developed by Contractor while providing Deliverables to the County are works made for hire, created for, and
owned exclusively by the County, unless otherwise specified in the Contract; (c) Contractor assigns to the
County all rights and interest in County Intellectual Property, which Contractor has made or conceived or may
make and conceive, either solely or jointly with others, either on or off County premises while performing
this Contract or with the use of the time, material, or facilities of the County; and (d) Contractor and its
applicable Contractor Employees shall sign any documents necessary for the County to register patents,
copyrights, or trademarks with federal or state agencies. Contractor shall ensure Contractor Employees
assign their rights and interests in County Intellectual Property to the County.
9.4. Infringement Remedies. If, in either Party’s opinion, any of the services or Deliverables supplied by
Contractor are likely to become the subject of a copyright, patent, trademark, or trade secret infringement
claim, Contractor shall at its own expense: (a) procure for County the right to continue using the services or
Deliverables, or if this option is not reasonably available to Contractor; (b) replace or modify the same so that
it becomes non-infringing; or (c) accept its return by County with appropriate credits or refund to County and
reimburse County for any losses or costs incurred as a consequence of County ceasing its use and returning
it.
§10. CONFIDENTIAL INFORMATION
10.1. Contractor Use of Confidential Information. Contractor and Contractor Employees shall use appropriate
safeguards to protect the confidentiality and integrity of Confidential Information. Contractor shall not
reproduce, provide, disclose, or give access to Confidential Information to any Contractor Employee or
third party not having a legitimate need to know. Contractor and Contractor Employees shall only use the
Confidential Information for performance of this Contract. Notwithstanding the foregoing, Contractor may
disclose the Confidential Information, if required by law, statute, or other legal process; provided that
Contractor: (a) gives the County prompt written notice of the impending disclosure; (b) provides
reasonable assistance to the County in opposing or limiting the disclosure; and (c) makes only such
disclosure as is compelled or required. This Contract imposes no obligation upon Contractor with respect
to any Confidential Information which Contractor can establish by legally sufficient evidence: (a) was in
possession of or was known by Contractor, prior to its receipt from the County, without any obligation to
maintain its confidentiality; or (b) is obtained by Contractor from a third-party having the right to disclose
it, without an obligation to keep such information confidential.
10.2. County Confiden�ality Obliga�ons. County has no obliga�on to Contractor to keep confiden�al any
informa�on or records that are required to be disclosed by County under the Michigan Freedom of
Informa�on Act, 1976 PA 442, as amended (the “FOIA”) nor shall County be obligated to inform or
provide no�ce to Contractor regarding the disclosure of informa�on or records that are required to be
disclosed under the FOIA. Furthermore, County may disclose Confiden�al Informa�on to third par�es if
required by law, statute, subpoena, court order, or other legal process.
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§11. COUNTY DATA . If Contractor uses or possesses County Data in the performance of this Contract, then
the following provisions contained in this sec�on apply:
11.1. Use of County Data. Contractor and Contractor Employees shall have a limited license to County Data,
including a license to collect, process, store, generate, and display County Data but only to the extent
necessary to provide services under this Contract. Contractor and Contractor Employees may not use, sell,
rent, share, transfer, distribute, or otherwise disclose or make available County Data to any third-party, for
Contractor’s own purposes, or for the benefit of anyone other than the County, without the County’s prior
written consent, unless otherwise provided for within an Exhibit to this Contract.
11.2. Unauthorized Access/Disclosure or The� of County Data. Contractor shall notify the County ’s Chief
Information Officer as soon as practicable but no later than forty-eight (48) hours of “Discovery ” of
suspected unauthorized access, acquisition, disclosure, or theft of County Data (a “Security Breach”).
“Discovery” means the first day on which the Security Breach is known to Contractor. Upon Discovery of a
Security Breach, Contractor shall do the following: (a) take reasonable measures to promptly cure the
deficiencies relating to the Security Breach in order to secure County Data; (b) cooperate with the County
in investigating the occurrence, including making available all relevant records, logs, files, and data
reporting materials required upon request by the County; and (c) comply with all applicable federal or
state laws and regulations pertaining to unauthorized disclosures or as otherwise directed by the County.
If Contractor uses or possesses County Data described in Exhibit II (HIPAA), Exhibit III (PII), or Exhibit IV
(CJIS), Contractor shall follow the procedures in the applicable Exhibits governing the unauthorized
access/disclosure or theft of County Data.
11.3. Storage of County Data. Contractor shall only possess, access, store, host, and/or process County Data at
and from data centers located within the United States of America (the “U.S.”). Contractor shall not permit
Contractor Employees to possess, access, store, host, and/or process County Data on portable devices,
including, but not limited to, personal computers, tablets, laptops, and phones, except for portable devices
that encrypt County Data at rest, have up-to-date firewall and antivirus protection, require multi-factor
authentication to access, and are used and kept within the U.S. Contractor may permit its Contractor
Employees to access County Data remotely within the U.S. but only as required to provide the Deliverables.
11.4. Requirements for PCI Data. If Contractor possesses, accesses, stores, hosts, processes, or transmits
County Data that is considered Payment Card Industry (PCI) Data by the PCI Security Standards
Council, Contractor shall comply with PCI Data Security Standard (DSS) and shall provide the County
with a copy of its PCI DSS Attestation of Compliance and its Certificate of Compliance with PCI Data
Security Standard on or before the Effective Date. Contractor warrants that it will keep its
Certification of Compliance with PCI Data Security Standard current and will provide evidence that the
Certification of Compliance is current to County upon request.
11.5. Response to Legal Request for County Data. If the County receives a Court Order, a Freedom of
Informa�on 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 �me
frame required by law.
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11.6. Obliga�ons upon Expira�on, Termina�on or Cancella�on of Contract. At the County’s sole discre�on,
upon expira�on, termina�on, or cancella�on of this Contract, Contractor shall return County Data in a
mutually agreeable format in a prompt and orderly manner or provide for the secure disposal of County
Data as directed by County.
§12. INFORMATION TECHNOLOGY STANDARDS. If Contractor provides a technology applica�on or requires
the use of the Internet to access a Deliverable, the following sec�ons apply:
12.1. County Standards. If Contractor or Contractor Employees will be given access to the County Network,
Contractor and Contractor Employees shall comply with the County Electronic Communica�ons and Use
of Technology Policy.
12.2. Implementa�on of Security Measures. Contractor shall implement and maintain appropriate
administra�ve, technical, and organiza�onal security measures to safeguard against unauthorized access
to the County Network, County Data, and Contractor’s network/system(s) used to access County Data.
Such measures shall be in accordance with security industry best prac�ce and not less stringent than
the measures Contractor applies to protect its own data of a similar kind. The County shall have the
right to audit, inspect, and test Contractor’s network and system security.
12.3. Security Repor�ng. Contractor shall provide County with its SOC2 Type 2 report, which must be
assessed by an independent auditor, or provide County with a completed County security ques�onnaire
if Contractor does not have a SOC2 Type 2 report. Contractor shall provide County with Contractor’s
SOC2 Type 2 report or the completed County security ques�onnaire, on or prior to the Effec�ve Date of
this Contract, and within five (5) Business Days of a writen request by County during the dura�on of
this Contract. County will not make more than one request per year for the Contractor’s SOC2 Type 2
report or for the Contractor to provide County with a completed County security ques�onnaire, unless
County has reasonable cause to do so. If Contractor has a SOC2 Type 2 report, Contractor shall keep its
SOC2 Type 2 report up to date for the dura�on of this Contract.
§13. GENERAL TERMS AND CONDITIONS
13.1. Access to County Property or Facili�es. As set forth in this Contract, Contractor has access to and the
right to use County property and facili�es necessary to perform this Contract. Unless otherwise
provided in this Contract or Contractor receives prior writen permission from the County’s Director
responsible for the department requiring access outside of Business Days, Contractor may only access
and use County property and facili�es for performance of this Contract on Business Days.
13.2. Signs on County Property or Facili�es. Contractor shall not place any signs or adver�sements on
County property or facili�es without the prior writen permission of the County’s Director of Facili�es
Management, successor, or designee.
13.3. Use of County Property or Facili�es. While performing this Contract, Contractor shall keep County
property or facili�es, and anything stored thereon in a clean, safe, sanitary, responsible, and healthful
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condi�on and shall keep the property and facili�es in a manner that will not prevent or interfere with
the County’s performance of its func�ons.
13.4. Removal of Contractor's Personal Property. At the expira�on or termina�on of this Contract,
Contractor shall leave County property or facili�es in the same condi�on that Contractor found them
and clean of all rubbish. Contractor shall remove all of its personal property within thirty (30) Days of
expira�on or termina�on of this Contract. If Contractor does not remove its personal property within
the thirty (30) Day period, then the County may, at County’s sole discre�on, dispose of the personal
property and bill Contractor for any costs associated with the removal and disposal or keep, have all
rights to, and be the owner of the personal property.
13.5. Damage to County Property or Facili�es. Contractor shall be responsible for any damage to any County
property or a facility that is caused by Contractor. 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 facili�es. Without limi�ng any of County’s
other setoff rights in this Contract, County has the right to set-off those costs and/or damages from any
amounts due and owing Contractor.
13.6. Damage to Contractor’s Property. Contractor shall be solely liable and responsible for any loss or damage to
Contractor’s personal property located, kept, or stored on or at County property or facilities during
performance of this Contract.
13.7. County’s Right to Suspend Contract Performance. Upon writen no�ce, the County may require
Contractor to suspend performance of this Contract if Contractor has failed to comply with any federal,
state, or local laws or any requirements contained in this Contract. The right to suspend performance of
this Contract is in addi�on 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 Sec�on.
13.8. Discrimina�on. Contractor, and its subcontractors under this Contract, shall not discriminate against an
employee or an applicant for employment in hiring, any terms and condi�ons of employment or maters
related to employment regardless of race, color, religion, sex, sexual orienta�on, gender iden�ty or
expression, na�onal origin, age, gene�c informa�on, height, weight, disability, veteran status, familial
status, marital status or any other reason, that is unrelated to the person's ability to perform the du�es
of a par�cular job or posi�on, in accordance with applicable federal and state laws.
13.9. Conflict of Interest. Pursuant to Public Act 317 and 318 of 1968, as amended (MCL 15.301, et seq. and
MCL 15.321, et seq.), no contracts shall be entered into between the County and any County Agent. To
avoid any real or perceived conflict of interest, Contractor shall disclose to the County the iden�ty of all
Contractor Employees and all Family Members of Contractor Employees who: a) are employed by the
County on the date the Contract is executed; and b) become employed by the County during the term of
the Contract. Contractor shall also disclose to the County the iden�ty of all County Agents and all Family
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Members of County Agents who: a) are employed by Contractor on the date the Contract is executed;
and b) become employed by Contractor during the term of the Contract. For the purposes of this
sec�on, “Family Member” means a person's spouse or spouse's sibling or child; a person's sibling or
sibling's spouse or child; a person's child or child's spouse; or a person's parent or parent's spouse, and
includes these rela�onships as created by adop�on, marriage, or law.
13.10. Access and Records. Contractor will maintain accurate books and records in connection with performance of
this Contract for thirty-six (36) months after the end of this Contract and Contractor shall provide the County
with reasonable access to such books and records, upon request.
13.11. Audit. The County or an independent auditor hired by the County may perform contract audits (in its
sole discre�on) and shall have the authority to access all per�nent records and data and to interview
any Contractor Employee during the term of this Contract and for a period of three years a�er final
payment. Contractor shall explain any audit findings, ques�oned costs, or other Contract compliance
deficiencies to the County within thirty (30) Business Days of receiving the dra� audit report.
Contractor’s writen response shall include all necessary documents and informa�on that refute the
dra� audit report and an ac�on 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 wri�ng within thirty (30) Business
Days shall be deemed acceptance of the dra� audit report and will be noted in the final report.
13.12. Assignments/Delega�ons/Subcontracts.
13.12.1. Prior Writen Consent Required. Except by opera�on of law, neither Party may assign, delegate, or
subcontract any of its du�es, obliga�ons, or rights under this Contract without the prior writen 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 writen 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, delega�on, 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 informa�on to allow the
County to make a determina�on regarding the assignment, delega�on, or subcontract.
13.12.2. Flow Down Clause Required. Any assignment, delega�on, or subcontract by Contractor must include a
requirement that the assignee, delegee, or subcontractor will comply with the terms and condi�ons of
this Contract. The assignment, delega�on, or subcontract shall in no way diminish or impair
performance of any term or condi�on of this Contract.
13.12.3. Contractor Responsibility for Assigns/Delegates/Subcontractors. If Contractor assigns, delegates, or
subcontracts this Contract, in whole or in part, Contractor shall remain the sole point of contact
regarding all maters under this Contract and shall remain liable for performance of this Contract.
Contractor is solely responsible for the management of assignees, delegees, and subcontractors.
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13.12.4. Performance Required. If an assignee, delegee, or subcontractor fails to perform as required under this
Contract, Contractor shall contract with another entity for such performance. Any additional costs associated
with securing another assignee, delegee, or subcontractor shall be the sole responsibility of Contractor.
13.12.5. Reseller Responsibility. If Contractor is reselling Deliverables to the County for another en�ty (the other
en�ty is referred to as the “Supplier”), then in addi�on to and without limi�ng any of Contractor’s other
obliga�ons or responsibili�es under this Contract, Contractor shall be: (i) responsible for and ensure that
the Supplier complies with all terms and condi�ons in this Contract; (ii) responsible and liable for the
performance of this Contract, including the Deliverables, regardless if all or part of the Deliverables are
performed by the Supplier; and (iii) liable and responsible for all Claims (as defined in the Contract)
brought against the County, which are alleged to have been caused by the acts or omissions of Supplier
that concern or relate to this Contract, including the Deliverables.
13.13. Non-Exclusive Contract. This Contract is a non-exclusive agreement. No provision in this Contract limits
or is intended to limit, in any way, Contractor’s right to offer and provide its services to the general
public, other business en��es, municipali�es, or governmental agencies during or a�er the term of this
Contract. Similarly, the County may freely engage other persons to perform the same work that
Contractor performs. Except as expressly stated in this Contract, this Contract does not promise or
guarantee Contractor or any Contractor Employee any fixed or certain number of orders, purchases, or
Deliverables.
13.14. No Third-Party Beneficiaries. Except as expressly provided for the benefit of the Par�es, this Contract
does not and is not intended to create any obliga�on, duty, promise, contractual right or benefit, right
to be indemnified, right to be subrogated to the Par�es’ right in this Contract, or any other right in favor
of any other person or en�ty.
13.14.1. Survival of Terms and Condi�ons. The following terms and condi�ons shall survive and con�nue in full
force beyond the termina�on or cancella�on of this Contract (or any part thereof) un�l the terms and
condi�ons are fully sa�sfied or expire by their nature: Sec�on 1. Contract Defini�ons, Sec�on 5. Scope
of Deliverables and Financial/Payment Obliga�ons, Sec�on 6. Contractor’s Warran�es and Assurances,
Sec�on 7. Liability, Sec�on 8. Insurance and Bond Requirements, Sec�on 9. Intellectual Property,
Sec�on 10. Confiden�al Informa�on, Sec�on 11. County Data, Sec�on 13. General Terms and
Condi�ons; and if incorporated into this Contract, Exhibit II: Business Associate Agreement (Health
Insurance Portability and Accountability Act Requirements), Exhibit III: Requirements for Contractors
with Access to County PII (Personally Iden�fiable Informa�on) and Exhibit IV: Requirements for
Contractors with Access to CJIS Data (Criminal Jus�ce Informa�on Security.
13.15. Reserva�on of Rights. This Contract does not, and is not intended to impair, divest, delegate, or
contravene any cons�tu�onal, statutory, or other legal right, privilege, power, obliga�on, duty, or
immunity of the County.
13.16. Compliance with Laws. Contractor shall comply with all federal, state, and local laws, statutes,
ordinances, regula�ons, execu�ve orders, insurance policy requirements, and requirements applicable
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to its ac�vi�es under this Contract. Contractor shall comply with all applicable laws and regula�ons
related to the import, export, re-export, transfer, shipping, sale, re-sale, and/or use of goods, services,
informa�on, data, and equipment involving or related to this Contract.
13.17. Force Majeure. Notwithstanding any other term or condi�on of this Contract, neither Party shall be
liable for failure to perform contractual du�es or obliga�ons 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) insurrec�on or riot; (f) natural disasters; (g) strikes, lockouts, work stoppages, or other labor
difficul�es; or (h) compliance with law. Reasonable no�ce shall be given to the affected Party of such
event. Contractor is expected, through insurance or alterna�ve temporary or emergency service
arrangements, to con�nue its contractual du�es or obliga�ons if a reasonably an�cipated, insurable
business risk, such as business interrup�on or any insurable casualty or loss occurs.
13.18. No�ces.
13.18.1. Writen No�ce. All no�ces required under this Contract shall be in wri�ng. No�ces shall be effec�ve:
(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 na�onally recognized overnight
express courier with a reliable tracking system; or (d) the next Business Day with a writen response or
receipt of confirma�on, if sent by e-mail or fax.
13.18.2. No�ce to Contractor. Unless otherwise specified, No�ce to Contractor shall be addressed to the
Contract Administrator listed on the first page of this Contract.
13.18.3. No�ce to County. Unless otherwise specified herein, No�ce to the County shall be addressed to
Purchasing, the County Project Manager (if applicable), and the County Contract Administrator(s) listed
on the first page of this Contract.
13.19. Cap�ons. Sec�on and subsec�on numbers, cap�ons, and any index to sec�ons or subsec�ons
contained in this Contract are intended for the convenience of the reader and are not intended to have
any substan�ve meaning and shall not be interpreted to limit or modify any substan�ve provisions of
this Contract. In this Contract, for any noun or pronoun, use of the singular or plural form, use of the
nomina�ve, possessive, or objec�ve case, and any reference to gender (masculine, feminine, and
neuter) shall mean the appropriate form, case, or gender as the context requires.
13.20. Waiver. Waiver of any term or condi�on under this Contract must be in wri�ng and no�ce given
pursuant to this Contract. No writen waiver, in one or more instances, shall be deemed or construed as
a con�nuing waiver of any term or condi�on of this Contract. No waiver by either Party shall
subsequently affect its right to require strict performance of this Contract.
13.21. Cumula�ve Remedies. A Party’s exercise of any remedy shall not preclude the exercise of any other
remedies, all of which shall be cumula�ve. A Party shall have the right, in its sole discre�on, to
determine which remedies are to be exercised and in which order.
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13.22. Severability. If a court of competent jurisdiction finds a term or condition of this Contract to be illegal or
invalid, then the term or condition shall be deemed severed from this Contract. All other terms or
conditions shall remain in full force and effect. Notwithstanding the above, if Contractor’s promise to
indemnify or hold the County harmless is found illegal or invalid, Contractor shall contribute the maximum
it is permitted to pay by law toward the payment and satisfaction of any Claims against the County.
13.23. Dispute Resolution. All disputes arising under or relating to the execution, interpretation, performance, or
nonperformance of this Contract involving or affecting the Parties may first be submitted to the respective
Project Manager (if applicable) and Contract Administrators for possible resolution.
13.24. Governing Laws/Consent to Jurisdiction and Venue. This Contract shall be governed, interpreted, and
enforced by the laws of the State of Michigan, excluding Michigan’s conflict of law principles. Except as
otherwise required by law or court rule, any action, complaint, lawsuit, or other legal or equitable
proceeding brought to enforce, interpret, or decide any Claim, matter, provision, dispute, or issue arising
under or related to this Contract shall be brought in the Sixth Judicial Circuit Court of the State of
Michigan, the 50th District of the State of Michigan, or the United States District Court for the Eastern
District of Michigan, Southern Division, as dictated by the applicable jurisdiction of the court. Except as
otherwise required by law or court rule, venue is proper in the courts set forth above. The choice of forum
set forth above shall not be deemed to preclude the enforcement of any judgment obtained in such forum
or taking action under this Contract to enforce such judgment in any appropriate jurisdiction.
13.25. En�re Contract. This Contract represents the en�re agreement and understanding between the Par�es.
This Contract supersedes all other prior oral or writen understandings, communica�ons, agreements,
or contracts between the Par�es regarding the subject mater of this Contract. The language of this
Contract shall be construed as a whole according to its fair meaning and not construed strictly for or
against any Party.
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EXHIBIT I
CONTRACTOR INSURANCE REQUIREMENTS
During this Contract, the Contractor shall provide and maintain, at Contractor’s expense, all insurance as set forth
and marked below, protec�ng the County against any Claims, as defined in this Contract. The insurance shall be
writen for not less than any minimum coverage herein specified. Limits of insurance required in no way limit the
liability of the Contractor.
Primary Coverages
Commercial General Liability Occurrence Form including: (a) Premises and Opera�ons; (b) Products and
Completed Opera�ons (including On and Off Premises Coverage); (c) Personal and Adver�sing Injury; (d) Broad
Form Property Damage; (e) Broad Form Contractual including coverage for obliga�ons assumed in this Contract;
$1,000,000 – Each Occurrence Limit
$1,000,000 – Personal & Adver�sing Injury
$2,000,000 – Products & Completed Opera�ons Aggregate Limit
$2,000,000 – General Aggregate Limit
$ 100,000 – Damage to Premises Rented to You (formally known as Fire Legal Liability)
Workers’ Compensa�on Insurance with limits statutorily required by any applicable Federal or State Law and
Employers Liability insurance with limits of no less than $500,000 for each accident, $500,000 for a disease for
each employee, and $500,000 for a disease policy limit. Contractor must comply with the following:
1. ☒ Be a Fully Insured or State approved self-insurer;
2. ☐ Sole Proprietors must submit a signed Sole Proprietor form; or
3. ☐ Exempt entities, Partnerships, LLC, etc., must submit a State of Michigan form WC-337 Certificate of Exemption.
Evidence of workers’ compensation insurance is not necessary if neither Contractor nor any Contractor Employees come
onsite to any County real property, land, premises, buildings, or other facilities in the performance of this Contract.
Commercial Automobile Liability Insurance covering bodily injury or property damage arising out of the use of
any owned, hired, or non-owned automobile with a combined single limit of $1,000,000 each accident. This
requirement is waived if there are no company owned, hired or non-owned automobiles u�lized in the
performance of this Contract.
Commercial Umbrella/Excess Liability Insurance with minimum limits of $2,000,000 each occurrence. This
coverage shall be in excess of the scheduled underlying General Liability, Automobile Liability, and Employer’s
Liability Insurance policies with exclusions that are not broader than those contained in the underlying policies.
This Umbrella/Excess requirement may be met by increasing the primary Commercial General Liability limits to
meet the combined limit requirement.
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Supplemental Coverages. The following supplemental coverages are required if selected (checked):
1. ☒ Professional Liability/Errors & Omissions Insurance (i.e., Consultants, Technology Vendors, Architects,
Engineers, Real Estate Agents, Insurance Agents, Atorneys, etc.) with minimum limits of $1,000,000 per claim
and $1,000,000 aggregate.
2. ☐ Cyber Liability Insurance with minimum limits of $1,000,000 per claim and $1,000,000 aggregate.
3. ☐ Commercial Property Insurance. The Contractor shall be responsible for obtaining and maintaining
insurance covering their equipment and personal property against all physical damage.
4. ☐ Liquor Legal Liability Insurance with a limit of $1,000,000 each occurrence.
5. ☐ Pollu�on Liability Insurance with minimum limits of $1,000,000 per claim and $1,000,000 aggregate.
6. ☐ Medical Malprac�ce Insurance with minimum limits of $1,000,000 per claim and $1,000,000 aggregate.
7. ☐ Garage Keepers Liability Insurance with minimum limits of $1,000,000 per claim and $1,000,000 aggregate.
8. ☐ Other Insurance Coverages as may be dictated by the provided product/service and deemed appropriate
by the County Risk Management Department.
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General Insurance Condi�ons
The aforemen�oned insurance shall be endorsed, as applicable, and shall contain the following terms, condi�ons,
and/or endorsements. All cer�ficates of insurance shall provide evidence of compliance with all required terms,
condi�ons 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 subroga�on
(policy endorsed writen waiver), premiums, deduc�bles, or assessments under any form. All policies shall be
endorsed to provide a writen waiver of subroga�on in favor of the County;
3. Any and all deductibles or self-insured retentions shall be assumed by and be at the sole risk of the Contractor;
4. Contractor shall be responsible for their own property insurance for all equipment and personal property
used and/or stored on County property;
5. The Commercial General Liability and Commercial Automobile Liability policies along with any required
supplemental coverages shall be endorsed to name the County of Oakland and it officers, directors,
employees, appointees, and commissioners as addi�onal insured where permited by law and policy form;
6. If the Contractor’s insurance policies have higher limits than the minimum coverage requirements stated in
this document the higher limits shall apply and in no way shall limit the overall liability assumed by the
Contractor under contract.
7. The Contractor shall require its contractors or sub-contractors, not protected under the Contractor’s
insurance policies, to procure and maintain insurance with coverages, limits, provisions, and/or clauses equal
to those required in this Contract;
8. Cer�ficates of insurance must be provided prior to the County’s execu�on of the Contract and must bear
evidence of all required terms, condi�ons and endorsements; and provide thirty (30) days’ writen no�ce of
cancella�on/material change endorsement to the insurance coverages required by this Exhibit.
9. All insurance carriers must be licensed and approved to do business in the State of Michigan along with the
Contractor’s state of domicile and shall have and maintain a minimum A.M. Best’s ra�ng of A- unless
otherwise approved by the County Risk Management Department.
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EXHIBIT II
BUSINESS ASSOCIATE AGREEMENT
(Health Insurance Portability and Accountability Act Requirements)
Exhibit II is a Business Associate Agreement between Contractor (“Business Associate”) and the County (“Covered
En�ty”). This Exhibit is incorporated into the Contract and shall be hereina�er 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 Regula�ons.
1.3 Contract. “Contract” means the document with the Purchasing Contract Number.
1.4 Contractor. “Contractor” means the en�ty or individual defined in the Contract and listed on the first
page of this Contract.
1.5 Covered En�ty. “Covered En�ty” 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
informa�on on an individual that is created, gathered, managed, and consulted by authorized health care
clinicians and staff.
1.8 H IPAA . “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
Informa�on 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
representa�ve in 45 CFR 164.502(g).
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1.11 Privacy Rule. “Privacy Rule” means the privacy rule of HIPAA as set forth in the Standards for Privacy of
Individually Identifiable Health Information at 45 CFR part 160 and part 164, subparts A and E.
1.12 Protected Health Informa�on. “Protected Health Informa�on” or “PHI” is defined in 45 CFR 160.103,
limited to the informa�on created or received by Business Associate from or on behalf of Covered En�ty.
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 implementa�on specifica�ons at 45 CFR
part 160 and part 164, subpart C.
§2. OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE. Business Associate agrees to perform the
obliga�ons and ac�vi�es described in this Sec�on.
2.1 Business Associate understands that pursuant to the HITECH Amendment, it is subject to the HIPAA Privacy
and Security Rules in a similar manner as the rules apply to Covered Entity. As a result, Business Associate
shall take all actions necessary to comply with the HIPAA Privacy and Security Rules for business associates
as revised by the HITECH Amendment, including, but not limited to, the following: (a) Business Associate
shall appoint a HIPAA privacy officer and a HIPAA security officer; (b) Business Associate shall establish
policies and procedures to ensure compliance with the Privacy and Security Rules; (c) Business Associate
shall train its workforce regarding the Privacy and Security Rules; (d) Business Associate shall enter into a
privacy/security agreement with Covered Entity; (e) Business Associate shall enter into privacy/security
agreements with its subcontractors that perform functions relating to Covered Entity involving PHI; (f)
Business Associate shall conduct a security risk analysis; and (g) Business Associate shall provide
documentation upon request in relation to performance under this section.
2.2 Business Associate shall not use or disclose PHI other than as permited 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 administra�ve, physical, and technical safeguards (including writen policies
and procedures) that reasonably and appropriately protect the confiden�ality, integrity, and availability of
PHI that it creates, receives, maintains, or transmits on behalf of Covered En�ty 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 En�ty any known Security Incident or any known use or
disclosure of PHI not permited by this Agreement.
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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 subsec�on, Business Associate shall assume the individual
no�ce obliga�on specified in 45 CFR 164.404 on behalf of Covered En�ty where a breach of unsecured
PHI was commited 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 En�ty.
In such case, Business Associate shall prepare the no�ce and shall provide it to Covered En�ty for review
and approval at least five (5) calendar days before it is required to be sent to the affected individual(s).
Covered En�ty shall promptly review the no�ce 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 En�ty and
shall submit the log to Covered En�ty within thirty (30) calendar days following the end of each calendar
year, so that the Covered En�ty 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 a�er September 23, 2009.
2.7 Business Associate shall ensure that any agent or subcontractor to whom it provides PHI, received from
Covered Entity or created or received by Business Associate on behalf of Covered Entity, agrees in writing to
the same restrictions and conditions that apply to Business Associate with respect to such information.
Business Associate shall ensure that any such agent or subcontractor implements reasonable and appropriate
safeguards to protect Covered Entity’s PHI.
2.8 Business Associate shall provide reasonable access, at the writen request of Covered En�ty, to PHI in a
Designated Record Set to Covered En�ty or, as directed in wri�ng by Covered En�ty, to an Individual in
order to meet the requirements under 45 CFR 164.524.
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2.9 Business Associate shall make any amendment(s) to PHI in a Designated Record Set that the Covered
En�ty directs in wri�ng or agrees to pursuant to 45 CFR 164.526.
2.10 Following receipt of a writen request by Covered En�ty, Business Associate shall make internal prac�ces,
books, and records reasonably available to the Secretary in order to determine Covered En�ty's
compliance with the Privacy Rule. The afore men�oned materials include policies and procedures and
PHI rela�ng to the use and disclosure of PHI received from Covered En�ty or created or received by
Business Associate on behalf of Covered En�ty.
2.11 Business Associate shall document disclosures of PHI and informa�on related to such disclosures, to
permit Covered En�ty to respond to a request by an Individual for: (a) an accoun�ng of disclosures of PHI
in accordance with 45 CFR 164.528 or (b) effec�ve January 1, 2011 or such later effec�ve date prescribed
by regula�ons issued by the U.S. Department of Health and Human Services, an accoun�ng of disclosures
PHI from an Electronic Health Record in accordance with the HITECH Amendment.
2.12 Following receipt of a writen request by Covered En�ty, Business Associate shall provide to Covered
En�ty or an Individual informa�on collected in accordance with Sec�on 2 to permit Covered En�ty to
respond to a request by an Individual for: (a) an accoun�ng of disclosures of PHI in accordance with 45
CFR 164.528 or (b) effec�ve as of January 1, 2011 or such later effec�ve date prescribed by regula�ons
issued by the U.S. Department of Health and Human Services, an accoun�ng of disclosures of Protected
Health Informa�on 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 Sec�on.
3.1 Except as otherwise limited in this Agreement, Business Associate may use or disclose PHI to perform
func�ons, ac�vi�es, or services for or on behalf of Covered En�ty as specified in the underlying service
agreement between Covered En�ty and Business Associate, provided that such use or disclosure shall not
violate the Privacy Rule if done by Covered En�ty or the minimum necessary policies and procedures of
the Covered En�ty. If no underlying service agreement exists between Covered En�ty and Business
Associate, Business Associate may use or disclose PHI to perform func�ons, ac�vi�es, or services for or
on behalf of Covered En�ty for the purposes of payment, treatment, or health care opera�ons as those
terms are defined in the Privacy Rule, provided that such use or disclosure shall not violate the Privacy
Rule if done by Covered En�ty or the minimum necessary policies and procedures of the Covered En�ty.
3.2 Except as otherwise limited in this Agreement, Business Associate may use PHI for the proper
management and administra�on of the Business Associate or to carry out the legal responsibili�es of the
Business Associate.
3.3 Except as otherwise limited in this Agreement, Business Associate may disclose PHI for the proper
management and administra�on of the Business Associate or to carry out the legal responsibili�es of the
Business Associate, provided that disclosures are Required by Law or Business Associate obtains
reasonable assurances in wri�ng from the person to whom the informa�on is disclosed that: (a) the
disclosed PHI will remain confiden�al and will be used or further disclosed only as Required by Law or for
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the purpose for which it was disclosed to the person and (b) the person no�fies the Business Associate of
any known instances in which the confiden�ality of the informa�on has been breached.
3.4 Except as otherwise limited in this Agreement, Business Associate may use PHI to provide data
aggrega�on services to Covered En�ty as permited by 45 CFR 164.504(e)(2)(i)(B).
3.5 Business Associate may use PHI to report viola�ons of law to appropriate federal and state authori�es,
consistent with 45 CFR 164.502(j)(1).
§4. OBLIGATIONS OF COVERED ENTITY.
4.1 Covered En�ty shall no�fy Business Associate of any limita�on(s) of Covered En�ty in its no�ce of privacy
prac�ces in accordance with 45 CFR 164.520, to the extent that such limita�on may affect Business
Associate’s use or disclosure of PHI.
4.2 Covered En�ty shall no�fy Business Associate of any changes in or revoca�on 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 En�ty shall use appropriate safeguards to maintain and ensure the confiden�ality, privacy and
security of PHI transmited to Business Associate pursuant to this Agreement, the Contract, and the
Privacy Rule, un�l such PHI is received by Business Associate, pursuant to any specifica�ons set forth in
any atachment 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 Par�es acknowledge that Covered En�ty owns and controls its data.
4.6 Covered Entity shall provide Business Associate with a copy of its notice of privacy practices produced in
accordance with 45 CFR Section 164.520, as well as any subsequent changes or limitation(s) to such notice,
to the extent such changes or limitations may affect Business Associate’s use or disclosure of PHI. Covered
Entity shall provide Business Associate with any changes in or revocation of permission to use or disclose
PHI, to the extent the changes or revocation may affect Business Associate’s permitted or required uses or
disclosures. To the extent that the changes or revocations may affect Business Associate’s permitted use or
disclosure of PHI, Covered Entity shall notify Business Associate of any restriction on the use or disclosure of
PHI that Covered Entity has agreed to in accordance with 45 CFR Section 164.522. Covered Entity may
effectuate any and all such notices of non-private information via posting on Covered Entity’s web site.
§5. EFFECT OF TERMINATION.
5.1 Except as provided in Sec�on 5, upon termina�on of this Agreement or the Contract, for any reason,
Business Associate shall return or destroy (at Covered En�ty’s request) all PHI received from Covered
En�ty or created or received by Business Associate on behalf of Covered En�ty. 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.
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5.2 If Business Associate determines that returning or destroying the PHI is infeasible, Business Associate
shall provide to Covered En�ty writen no�fica�on of the condi�ons that make return or destruc�on
infeasible. Upon receipt of writen no�fica�on that return, or destruc�on of PHI is infeasible, Business
Associate shall extend the protec�ons of this Agreement to such PHI and shall limit further uses and
disclosures of such PHI to those purposes that make the return or destruc�on 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 effec�ve when the Contract is executed or when Business Associate becomes a
Business Associate of Covered En�ty and both Par�es sign this Agreement, if later. However, certain
provisions have special effec�ve 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 sec�on in the Privacy Rule or Security Rule
means the sec�on as in effect or as amended.
6.3 Amendment. The Par�es agree to take ac�on to amend this Agreement as necessary for Covered En�ty
to comply with the Privacy and Security requirements of HIPAA. If the Business Associate refuses to sign
such an amendment, this Agreement shall automa�cally terminate.
6.4 Survival. The respec�ve rights and obliga�ons of Business Associate and Covered En�ty under this
Agreement shall survive the termina�on of this Agreement and/or the Contract.
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EXHIBIT III
REQUIREMENTS FOR CONTRACTORS WITH ACCESS TO COUNTY PII
(Personally Iden�fiable Informa�on)
Exhibit III governs the requirements for Contractors with Access to Personally Identifiable Information (PII).
1. DEFINITIONS
1.1 Security Breach means the unauthorized access, acquisi�on, the�, or disclosure of PII by or from
Contractor.
1.2 PII (Personally Identifiable Information) means information that can be used to identify an individual, either
alone or when combined with other personal or identifying information. PII includes, but is not limited to, a
name, number, address, telephone number, driver’s license or state personal identification card number,
social security number, place of employment, employee identification number, employer or taxpayer
identification number, government passport number, health insurance identification number, mother's
maiden name, demand deposit account number, savings account number, financial transaction device
account number or the person's account password, any other account password in combination with
sufficient information to identify and access the account, automated or electronic signature, biometrics,
stock or other security certificate or account number, credit card number, vital record, or medical records or
information as well as the first name or first initial and last name linked to a social security number, driver’s
license or state personal identification card or financial account number in combination with a code or
password that would permit access to a person’s financial account(s) and as otherwise may be defined by
state or federal laws governing the unauthorized access to personal information, or other information that is
used for the purpose of identifying a specific person or providing access to a person's financial accounts.
2. OBLIGATIONS
2.1 Contractor shall not use or disclose PII other than as permited or required by this Contract or as required
by law.
2.2 Contractor shall implement administrative, physical, and technical safeguards (including written policies and
procedures) that reasonably and appropriately protect the confidentiality, integrity, and availability of PII
that it creates, receives, maintains, or transmits on behalf of the County.
2.3 Contractor shall mi�gate, to the extent prac�cable, any harmful effect known to Contractor of the use or
disclosure of PII in viola�on of law or this Contract.
2.4 If Contractor discovers a Security Breach, Contractor shall no�fy the County without unreasonable delay,
but no later than within forty-eight (48) hours of discovery. For this purpose, “discovery” means the first
day on which the Security Breach is known to Contractor. The no�fica�on to the County shall include the
following: (a) describe the Security Breach in general terms; (b) describe the type of personal informa�on
that is the subject of the Security Breach; (c) iden�fy each individual whose PII has been breached or has
reasonably believed to have been breached; (d) describe in general terms, what Contractor has done to
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prevent addi�onal Security Breaches; and (e) provide any other available informa�on in Contractor or
subcontractor’s possession that may be necessary to comply with Security Breach no�fica�on laws.
2.5 If the County determines it will provide the notice of the Security Breach to the affected individuals and/or
to governmental authorities, Contractor shall reimburse the County for: (a) its costs in notifying the affected
individuals; (b) the cost of third-party credit and identify monitoring services to each of the affected
individuals with compromised PII for no less than twenty-four (24) months following the date of notification
to each individual; and (c) costs associated with the Security Breach, including but not limited to any costs
incurred by the County in investigating and resolving the Security Breach, including reasonable fees
associated with such investigation and resolution. Without limiting Contractor's obligations of
indemnification as described in the Contract, Contractor shall indemnify, defend, and hold harmless the
County for any and all Claims, including reasonable attorneys' fees, costs, and incidental expenses, which
may be suffered by, accrued against, charged to, or recoverable from the County in connection with the
Security Breach. Contractor shall reimburse County for the applicable costs described above within thirty
(30) days of receipt of an itemization of costs incurred by the County because of the Security Breach.
2.6 Within ten (10) calendar days of its discovery of the Security Breach, Contractor shall provide the County
with a detailed plan describing the measures Contractor will undertake to prevent a future Security
Breach. The County shall have the right to audit, inspect and test Contractor’s new safeguards put in place
because of the Security Breach. Contractor shall be responsible for recrea�ng lost County Data in the
manner and on the schedule set by the County without charge to the County.
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EXHIBIT IV
REQUIREMENTS FOR CONTRACTORS WITH ACCESS TO CJIS DATA
(Criminal Jus�ce Informa�on Security)
Exhibit IV governs the requirements for Contractors with Access to Criminal Jus�ce Informa�on governed by the
CJI Security Policy of the FBI.
1. Defini�ons
1.1 Criminal Justice Information (CJI) means data or information governed by the CJIS Security Policy.
1.2 Criminal Jus�ce Informa�on Services (CJIS) means the Criminal Jus�ce Informa�on Services, a division in
the Federal Bureau of Inves�ga�on (FBI) that sets a minimum standard of security requirements to
protect and safeguard CJI.
1.3 CJIS Security Policy means the Policy that governs the security of CJI. The CJIS Security Policy provides
guidance for the crea�on, viewing, modifica�on, transmission, dissemina�on, storage, and destruc�on of
CJI. This Policy applies to every individual—contractor, private en�ty, noncriminal jus�ce agency
representa�ve, or member of a criminal jus�ce en�ty—with access to, or who operate in support of,
criminal jus�ce services and informa�on.
2. Obliga�ons
Contractor shall comply with the current version of the CJIS Security Policy, which may be amended from
�me to �me by the CJIS Advisory Policy Board of the FBI. A link to the current FBI standards is available
at: htps://www.�i.gov/services/cjis/cjis-security-policy-resource-center
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EXHIBIT V
FEDERALLY FUNDED CONTRACT REQUIREMENTS
Exhibit V sets forth addi�onal provisions for all federally funded contracts. To the extent that this Contract is
funded, in whole or in part, by any federal award, the following provisions apply:
1. Termina�on. In addi�on to the termina�on rights set forth in Sec�on 4 of this Contract, the County may
terminate this Contract, in whole or in part, for cause upon notice to Contractor if Contractor breaches any
duty or obligation in the Contract and fails to cure the breach, to the County’s satisfaction, if applicable.
1.1 Right to Cure. If the Contractor breaches this Contract, and the County, in its sole discretion, determines
that the breach is curable, then the County must provide the Contractor with writen notice of the breach
and a �me period (not less than thirty (30) Days) to cure the breach. The notice of breach and
opportunity to cure do not apply in the following circumstances: (1) for successive or repeated breaches;
(2) if the County determines in its sole discretion that the breach poses a serious and imminent threat to
the health or safety of any person or the imminent loss, damage, or destruction of any real or tangible
personal property; or (3) if the County terminates the Contract under this Section or Section A above. The
effec�ve date for termina�on or cancella�on shall be clearly stated in the writen no�ce.
1.2 Termina�on 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 termina�on for cause
shall be deemed a termina�on for convenience, effec�ve as of the same date specified in the no�ce of
breach.
2. Contractor’s Obliga�ons Upon Termina�on for Cause. If the Contract is terminated for cause, the County
may require Contractor to pay all costs incurred by the County in terminating the Contract, including but not
limited to, administrative costs, reasonable attorneys’ fees, court costs, and any reasonable additional costs
the County may incur to procure the Deliverables required by the Contract from other sources. Re-
procurement costs are not consequential, indirect or incidental damages and cannot be excluded by any other
terms included in this Contract; however, such costs shall not exceed 50% of the County’s financial obligation
under this Contract.
3. Compliance with Laws. Contractor shall comply with the following, if applicable:
3.1 The Davis-Bacon Act (40 U.S.C. 3141-3148) as supplemented by Department of Labor regulations (29 CFR Part 5,
“Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”);
3.2 The Copeland “An�-Kickback” Act (40 U.S.C. 3145 et seq.), as supplemented by Department of Labor
regula�ons (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in
Whole or in Part by Loans or Grants from the United States”);
3.3 The Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708) as supplemented by
Department of Labor regula�ons (29 CFR Part 5);
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3.4 The requirements of 37 CFR Part 401, “Rights to Inven�ons Made by Nonprofit Organiza�ons and Small
Business Firms Under Government Grants, Contracts and Coopera�ve Agreements,” and any
implemen�ng regula�ons issued by the awarding agency;
3.5 All applicable standards, orders or regula�ons issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q)
and the Federal Water Pollu�on Control Act as amended (33 U.S.C. 1251-1387);
3.6 All mandatory standards and policies relating to energy efficiency which are contained in the state energy
conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. 6201 et seq.); and
3.7 The Byrd An�-Lobbying Amendment (31 U.S.C. 1352 et seq.)
3.8 The requirements of 2 CFR 200.323 (Procurement of recovered materials), including, but not limited to,
sec�on 6002 of the Solid Waste Disposal Act, as amended, and 40 CFR Part 247.
3.9 The requirements of 2 CFR 200.216 (Prohibi�on on certain telecommunica�ons and video surveillance
services or equipment).
3.10 The requirements of 2 CFR 200.322 (Domes�c preferences for procurements).
3.11 The requirements and obliga�ons imposed on contractors in 2 CFR Appendix II to Part 200 (Contract
Provisions for Non-Federal En�ty Contracts Under Federal Awards).
4. Debarment and Suspension. Contractor cer�fies that it is not listed on the government-wide Excluded
Par�es List System in the System for Award Management (SAM). Contractor must promptly no�fy the
County, if Contractor is listed in SAM at any �me 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 no�ce to Contractor.
5. Equal Employment Opportunity. If this Contract meets the definition of “Federally Assisted Construction
Contract” under 41 CFR Part 60-1.3, then during the performance of this Contract, Contractor agrees as follows:
5.1 The Contractor will not discriminate against any employee or applicant for employment because of race,
color, religion, sex, sexual orienta�on, gender iden�ty, or na�onal origin. The Contractor will take
affirma�ve ac�on to ensure that applicants are employed, and that employees are treated during
employment without regard to their race, color, religion, sex, sexual orienta�on, gender iden�ty, or
na�onal origin. Such ac�on shall include, but not be limited to the following: Employment, upgrading,
demo�on, or transfer; recruitment or recruitment adver�sing; layoff or termina�on; rates of pay or other
forms of compensa�on; and selec�on for training, including appren�ceship. The Contractor agrees to
post in conspicuous places, available to employees and applicants for employment, no�ces to be provided
se�ng forth the provisions of this nondiscrimina�on clause.
5.2 The Contractor will, in all solicita�ons or adver�sements for employees placed by or on behalf of the
Contractor, state that all qualified applicants will receive considera�ons for employment without regard to
race, color, religion, sex, sexual orienta�on, gender iden�ty, or na�onal origin.
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5.3 The contractor will not discharge or in any other manner discriminate against any employee or applicant
for employment because such employee or applicant has inquired about, discussed, or disclosed the
compensa�on of the employee or applicant or another employee or applicant. This provision shall not
apply to instances in which an employee who has access to the compensa�on informa�on of other
employees or applicants as a part of such employee's essen�al job func�ons discloses the compensa�on
of such other employees or applicants to individuals who do not otherwise have access to such
informa�on, unless such disclosure is in response to a formal complaint or charge, in furtherance of an
inves�ga�on, proceeding, hearing, or ac�on, including an inves�ga�on conducted by the employer, or is
consistent with the contractor's legal duty to furnish informa�on.
5.4 The Contractor will send to each labor union or representa�ve of workers with which he has a collec�ve
bargaining agreement or other contract or understanding, a no�ce to be provided advising the said labor
union or workers’ representa�ves of the Contractor’s commitments under this Sec�on and shall post
copies of the no�ce in conspicuous places available to employees and applicants for employment.
5.5 The Contractor will comply with all provisions of Execu�ve Order 11246 of September 24, 1965, and of
the rules, regula�ons, and relevant orders of the Secretary of Labor.
5.6 The Contractor will furnish all informa�on and reports required by Execu�ve Order 11246 of September
24, 1965, and by rules, regula�ons, 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 inves�ga�on to ascertain compliance with such rules, regula�ons, and orders.
5.7 In the event of the Contractor’s noncompliance with the nondiscrimina�on clauses of this Contract or
with any of the said rules, regula�ons, 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 construc�on contracts in accordance with procedures authorized in
Execu�ve Order 11246 of September 24, 1965, and such other sanc�ons may be imposed and remedies
invoked as provided in Execu�ve Order 11246 of September 24, 1965, or by rule, regula�on, or order of
the Secretary of Labor, or as otherwise provided by law.
5.8 The Contractor will include the por�on of the sentence immediately preceding paragraph (1) and the
provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules,
regula�ons, or orders of the Secretary of Labor issued pursuant to sec�on 204 of Execu�ve Order 11246
of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The
Contractor will take such ac�on with respect to any subcontract or purchase order as the administering
agency may direct as a means of enforcing such provisions, including sanc�ons for noncompliance:
Provided, however, that in the event a Contractor becomes involved in, or is threatened with, li�ga�on
with a subcontractor or vendor as a result of such direc�on by the administering agency the Contractor
may request the United States to enter into such li�ga�on to protect the interests of the United States.
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EXHIBIT VII
LICENSE FOR USE OF COUNTY SERVICEMARK
County grants to Contractor the non-exclusive right to use its Servicemark (hereinafter “Mark”), described and listed in
the Servicemark Guidelines (below), for programs and activities that are directly related to the Deliverables and
governmental services provided by Oakland County.
The Mark may be used on: (Applicable if Checked):
☐ Printed materials
☐ Electronic materials
☐ Contractor’s website: [insert website address].
Contractor shall not use the Mark for any other purpose.
The Mark must be used by Contractor as shown in the Servicemark Guidelines, with no variations of color, font or
proportion. Contractor acknowledges that the County has intellectual property rights in the Mark. Nothing in this
Contract gives Contractor any right, title, or interest in the Mark. Contractor may not take any action that will interfere
with County’s rights in the Mark.
The County may terminate Contractor’s rights under this Exhibit, if County notifies Contractor it has breached the terms
of this Exhibit and Contractor fails to cure the breach within ten (10) business days of notice of breach. Following
termination of this Exhibit, Contractor shall have ten (10) business days to remove the Mark from the materials and/or
website authorized for use above. Contractor shall provide County with written confirmation that such actions have
been taken. Upon termination of the Contract, Contractor shall cease all use of the Mark.
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Servicemark Guidelines
The Guidelines for proper use of the Mark provided to the Contractor are as follows:
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Do not provide copies to a third-party of any artwork provided to you by County and referenced in this Exhibit without
the express consent of County.
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EXHIBIT VIII
ACKNOWLEDGEMENT OF INDEPENDENT EMPLOYMENT STATUS
I, , acknowledge that I am an employee or subcontractor of
(Name of Contractor’s Company):
(hereina�er “Company”) under Contract #: , and
• At all �mes during my assignment at Oakland County, I will remain an employee or subcontractor of
the Company
• I am not an employee of Oakland County; and,
• I may not represent myself as an employee of Oakland County.
I understand that:
• Company is responsible for establishing the conditions of my assignment to Oakland County; and
• Company is solely responsible for compensa�ng me for my services; and
• I understand and agree that as an employee or subcontractor of Company, I am not eligible to participate in or
accrue any benefits under any of Oakland County’s employee benefits or benefit plans, including retirement,
deferred compensation, insurance (including without limitation: health, disability dental and life insurance),
vacation pay, and any other similar plans and programs. However, if I am a retired County employee, I may
receive vested post-employment benefits such as retiree healthcare and pension benefits from Oakland County.
I understand that the post-retirement benefits I receive from the County cannot be enhanced by my work for the
above Contractor.
I acknowledge that:
• I have no copyright, patent, trademark or trade secret rights to any Oakland County Intellectual
Property or any work developed by me while providing services to Oakland County; and,
• If I will be given access to the County Network, I will comply with the Oakland County Electronic
Communica�ons and Use of Technology Policy.
• I will comply with and sign the FBI Criminal Jus�ce Informa�on Services Security Addendum if I will
have access to CJIS Data.
Signed: Date:
Print Name:
Witness: Date:
Print Name:
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*Contractor or Contractor Employee must provide a copy of completed form to the Purchasing Division at
Purchasing@oakgov.com to receive a County Identification badge.
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EXHIBIT IX
SCOPE OF CONTRACTOR DELIVERABLES/FINANCIAL OBLIGATIONS
1. DELIVERABLES. During the Project, the Contractor shall provide the following Deliverables to the
County:
1.1. Work with representatives from the County’s Department of Facilities Management, County
Executives and Administration, AE, and a CM as selected by the County as part of the
development and execution of this Project;
1.2. Attend, prepare documentation, and present at community engagement meetings and events
related to the Project;
1.3. Complete ID Card and Building Access process, which includes soliciting background clearances,
and identification badging for AE, CM, contractors and other County consultants and vendors
working on this Project. Coordinate with representatives of Facilities Planning & Engineering &
Building Safety and maintain a log which tracks progress of this effort. A Representative from
FPE will be required to sign off on each application prior to review by Building Safety;
1.4. Provide administrative, management, day-to-day design and construction oversight and related
services as required to coordinate work of the architects, engineers, designers, construction
manager, and contractors with each other and with the activities and responsibilities of the County;
1.5. Participate in contract management services in conjunction with the County, such as contract
document development for contract with professional service providers, contractors, vendors;
1.6. Coordinate and/or lead planning, Project design/development and construction progress
meetings;
1.7. Meet with County Representative(s) to determine goals and the underlying guiding principles to
adhere to during the Project;
1.8. Prepare project schedule and scope-of-work documents with AE, CM and other County service
providers, present/discuss with County Representative(s) for approval;
1.9. Participate in preparing Project budget goals with AE, CM and County service providers,
present/discuss in conjunction with County Representatives for approval.
1.10. Maintain, reconcile and track the Project budgets and schedules;
1.11. Coordinate recommendations and prioritizations of work with AE, CM, and other County
service providers, present/discuss with County Representative for approval;
1.12. Coordinate realignment of scope and estimate with AE, CM, and other County service
providers, present/discuss with County Representative for approval;
1.13. Coordinate approvals from County Representative to move forward with Project;
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1.14. Review "Constructability" and "Construction Phasing" issues;
1.15. Provide insight and guidance on delivery methods and contracting methods to assure the
best product and control cost;
1.16. Serve as the County’s principal point of contact and liaison between the AE, CM, County
service providers throughout the Project;
1.17. Advocate for the County’s interests in quality, timeliness, and cost-effective construction
while maintaining professional relationships with contractors and other County service providers;
1.18. Negotiate time and schedule changes due to change orders or other delays;
1.19. Monitoring progress on all aspects of the Project, ensuring the Project is completed at and
within budget, compliant with Project specifications, and meet functionality goals;
1.20. Work with AE, CM, County Representatives and Purchasing to align bidding documents
with County Purchasing Policies and Procedures;
1.21. Participate in the bidding process with AE, CM, County representatives and Purchasing;
1.22. Participate in, evaluating bids/quotes with AE, CM, County Representatives and
Purchasing;
1.23. Provide budget verification with bids received with AE, CM, and Purchasing;
1.24. Review pre-qualification of construction contractors;
1.25. Compare and analyze bids and proposals;
1.26. Assist in professional services, vendor or contractor selection and award;
1.27. Assist in contract negotiations;
1.28. Provide on-site observation of construction activities;
1.29. Facilitate or provide field observation reports;
1.30. Assist with monthly progress payment recommendations;
1.31. Advise County whenever projected costs are anticipated to exceed budgets or estimates;
1.32. Establish Project close-out criteria and implement;
1.33. Develop an occupancy checklist and schedule;
1.34. Coordinate County items, quantity and costs for furniture/fixtures/equipment (FFE) required
for occupancy and ensure that sustainability goals as defined by the County are included in the
Project documents;
1.35. Coordinate building systems functional testing and performance verification;
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1.36. Participate in any building commissioning and provide documented confirmation that
building systems function according to criteria set forth in the Project Documents including the
energy efficiency, water efficiency, and other waste management and sustainability goals defined
therein;
1.37. Assist the County in obtaining a Certificate of Occupancy, which may encompass
accompanying authorities having jurisdiction during inspections, assisting in preparing and
submitting proper documentation to the appropriate agencies, and assisting in final testing and
other such activities;
1.38. Coordinate County staff training on building systems;
1.39. Assist the County with warranty resolution and other claims for defective work or
performance after completion of the construction; and
1.40. Coordinate the development of as-built documents and final close-out documents with the
following items and deliver to the County:
1.40.1. Operations and maintenance data for equipment as required by the contract documents;
1.40.2. Record drawings for the Project showing, among other things, deviations from the original
plans and drawings, details in the construction not previously shown on such plans or
drawings, changes to existing conditions or existing conditions found to differ from those
shown on the original plans and drawings; the actual installed position of equipment, piping,
conduits, light switches, electric fixtures, circuiting, ducts, dampers, access panels, control
valves, drains, openings and stub outs; and such other information as the Owner, Architect,
or Inspector may reasonably request from time to time;
1.40.3. Warranties and bond for equipment put into service;
1.40.4. Keys, tools, attic stock, and maintenance materials;
1.40.5. A list of all construction contractors, vendors, and material persons providing services,
equipment, and/or materials in connection with the Project, in formal adequately organized,
catalogued form, which shall include the names, addresses, telephone numbers, and email
addressed of such persons; and
1.40.6. All guaranties and warranties from all construction contractors as required by the
Contract Documents for the Project.
2. FINANICAL OBLIGATIONS.
2.1. On the first day of each calendar month, Contractor shall invoice the County for all actual
Deliverables/Services (as defined in Section 1 of this Exhibit) that were performed in the previous
month. Unless this Contract is amended to include additional Deliverables/Services (not set forth
in Section 1 of this Exhibit), the maximum monthly invoice shall not exceed Thirty-Seven
Thousand, Five Hundred Dollars ($37,500.00).
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2.2. All Deliverables/Services invoiced under this Contract shall be billed at the following rates and
shall not be increased during the term of this Contract:
2.2.1. Executive Project Manager - $150 per hour;
2.2.2. Senior Project Manager - $ 90 per hour; and
2.2.3. Project Manager - $70 per hour.
2.3. The County shall not be charged/invoiced for any Deliverables/Services provided by Andy Gutman
or his successor and Gord Sommerville or his successor.
2.4. There shall not be any reimbursable costs/expenses to the County under this Contract. All
costs/expenses shall be included in the hourly rates listed in this Exhibit.