HomeMy WebLinkAboutResolutions - 2024.06.13 - 41274
AGENDA ITEM: Fiscal Year 2024 Through Fiscal Year 2028 Independent Annual Audit Services
DEPARTMENT: Board of Commissioners
MEETING: Board of Commissioners
DATE: Thursday, June 13, 2024 9:30 AM - Click to View Agenda
ITEM SUMMARY SHEET
COMMITTEE REPORT TO BOARD
Resolution #2024-4198
Motion to approve the Audit Subcommittee recommendation to enter into a contract with Rehmann
Robson, LLC to conduct the annual independent audit of the County’s financial statements for the
fiscal year ending September 30, 2024 through the fiscal year ending September 30, 2028; further,
upon review by Corporation Counsel and Purchasing, authorize the Board Chair to execute any
required agreements on behalf of Oakland County.
ITEM CATEGORY SPONSORED BY
Contract Charles Cavell
INTRODUCTION AND BACKGROUND
The County is required to hire an independent entity to conduct annual audits of the County’s
financial statements. The contract with the current independent auditor, Plante & Moran, PLLC, has
expired and in the spring of 2024 the County issued a Request for Proposal (RFP) to conduct a
review of firms for the annual independent audit of the County’s financial statements. A Bid
Evaluation Committee was established in accordance with the County's Purchasing Policy to assess
the proposals received and recommend a vendor to the Audit Subcommittee. The Audit
Subcommittee has reviewed the Evaluation Committee’s recommendation and concurs with their
recommendation of contracting with Rehmann Robson, LLC to conduct the annual independent
audit of the County’s financial statements for the fiscal year ending September 30, 2024 through the
fiscal year ending September 30, 2028.
BUDGET AMENDMENT REQUIRED: No
Committee members can contact Michael Andrews, Policy and Fiscal Analysis Supervisor at
248.425.5572 or andrewsmb@oakgov.com or the department contact persons listed for additional
information.
CONTACT
Scott Guzzy, Administrator Purchasing Management & Budget
ITEM REVIEW TRACKING
Aaron Snover, Board of Commissioners Created/Initiated - 6/13/2024
AGENDA DEADLINE: 06/13/2024 9:30 AM
ATTACHMENTS
1. Rehmann LLC_010913-Clean Draft
COMMITTEE TRACKING
2024-05-22 Audit Subcommittee - Forward to Finance
2024-06-05 Finance - Recommend to Board
2024-06-13 Full Board - Adopt
Motioned by: Commissioner Linnie Taylor
Seconded by: Commissioner Philip Weipert
Yes: David Woodward, Michael Spisz, Michael Gingell, Penny Luebs, Karen Joliat, Christine
Long, Robert Hoffman, Philip Weipert, Gwen Markham, Angela Powell, Marcia Gershenson,
William Miller III, Yolanda Smith Charles, Charles Cavell, Brendan Johnson, Ajay Raman, Ann
Erickson Gault, Linnie Taylor (18)
No: None (0)
Abstain: None (0)
Absent: Kristen Nelson (1)
Passed
OAKLAND COUNTY PURCHASING
CONTRACT NUMBER 010913
Page 1
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Buyer: AJK CONTRACT NUMBER: 010913 Event # 000614
CONTRACT between the COUNTY OF OAKLAND and CONTRACTOR
The County and the Contractor may be referred to individually as a “Party” or collectively as the “Parties.”
The Parties agree to the attached terms and conditions:
FOR THE CONTRACTOR:
SIGN:
FOR THE COUNTY:
SIGN: SIGN:
Contract Administrator David Woodard, Chair Board of Commissioners
Not To Exceed Amount: $1,465,100.00 Effective Date: 6/13/2024 Expiration Date:6/30/2029
Contract Description:Audit Services - P
Contractor Address:Contract Administrator Information:
Rehmann LLC
5800 Gratiot Rd Ste 201
PO Box 2025
Saginaw, MI 48605
Vendor No: 29710
Nathan Baldermann
nathan.baldermann@rehmann.com
Buyer and
Purchasing Information:
County Contract Administrator
and Using Department:
Buyer: Andy Krumwiede
OAKLAND COUNTY PURCHASING
2100 Pontiac Lake Rd 41W
Waterford, MI 48328-2762
248-858-0511
purchasing@oakgov.com
Michael Andrews
Chief of Staff
Board of Commissioners
1200 N. Telegraph Rd.
Pontiac, MI 48341
andrewsmb@oakgov.com
xxx
OAKLAND COUNTY PURCHASING
CONTRACT NUMBER 010913
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This Contract is organized and divided into the following Sections for the convenience of the Parties.
Section 1. Contract Definitions
Section 2. Contract Term and Renewal
Section 3. Contract Administration and Amendments
Section 4. Contract Termination
Section 5. Scope of Deliverables and Financial/Payment Obligations
Section 6. Contractor’s Warranties and Assurances
Section 7. Liability
Section 8. Insurance and Bond Requirements
Section 9. Intellectual Property
Section 10. Confidential Information
Section 11. County Data
Section 12. Information Technology Standards
Section 13. General Terms and Conditions
§1. CONTRACT DEFINITIONS
The following words when printed with the first letter capitalized shall be defined and
interpreted as follows, whether used in the singular or plural, nominative or possessive case,
and with or without quotation marks:
1.1. “Amendment” means any change, clarification, or modification to this Contract.
1.2. “Business Day” means Monday through Friday from 8:00 a.m. to 5:00 p.m., Eastern Time,
excluding County designated holidays.
1.3. “Claims” means any loss; complaint; demand for relief or damages; lawsuit; cause of action;
proceeding; judgment; penalty; costs or other liability of any kind which is imposed on, incurred
by, or asserted against the County or for which the County may become legally or contractually
obligated to pay or defend against, whether commenced or threatened, including, but not
limited to, reimbursement for reasonable attorney fees, mediation, facilitation, arbitration fees,
witness fees, court costs, investigation expenses, litigation expenses, or amounts paid in
settlement.
1.4. “Confidential Information” means all information and data that the County is required or
permitted by law to keep confidential, which includes computer software, cybersecurity
assessments and plans and measures to protect the County’s security.
1.5. “Contract” means this document and any other documents expressly incorporated herein.
OAKLAND COUNTY PURCHASING
CONTRACT NUMBER 010913
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1.6. “Contractor” means the entity or person listed under “Contractor” on the first page of this Contract
and Contractor Employee.
1.7. “Contractor Employee” means any employee; officer; director; member; manager; trustee;
volunteer; attorney; licensee; contractor; subcontractor; independent contractor; subsidiary;
joint venture; partner or agent of Contractor; and any persons acting by, through, under, or in
concert with any of the above, whether acting in their personal, representative, or official
capacities. Contractor Employee shall also include any person who was a Contractor Employee
at any time during the term of this Contract but, for any reason, is no longer employed,
appointed, or elected in that capacity.
1.8. “Contract Documents” mean the following documents, which this Contract includes and incorporates:
Exhibits (Applicable if Checked)
1.8.1.☒ Exhibit I: Contractor Insurance Requirements
1.8.2.☐ Exhibit II: Business Associate Agreement (Health Insurance Portability and Accountability
Act Requirements)
1.8.3.☐ Exhibit III: Requirements for Contractors with Access to County PII (Personally Identifiable
Information)
1.8.4.☐ Exhibit IV: Requirements for Contractors with Access to Criminal Justice Information
1.8.5.☐ Exhibit V: Federally Funded Contract Requirements
1.8.6.☐ Exhibit VI: Software License(s)
1.8.7.☐ Exhibit VII: License for Use of County Servicemark
1.8.8.☐ Exhibit VIII: Acknowledgement of Independent Employment Status
1.8.9.☒ Exhibit IX: Scope of Contractor Deliverables/Financial Obligations
1.9. “County” means the County of Oakland, a Municipal and Constitutional Corporation, its
departments, divisions, authorities, boards, committees, and “County Agents” as defined below.
1.10. “County Agent” means any elected and appointed officials; directors; board members; council
members; commissioners; employees; and volunteers of the County; whether acting in their
personal, representative, or official capacities. “County Agent” shall also include any person
who was a “County Agent” anytime during the term of this Contract but, for any reason, is no
longer employed, appointed, or elected and in that capacity.
1.11. “County Data” means information or data collected, used, processed, stored, or generated in any
format, by or on behalf of the County, in connection with the Deliverables, which shall include,
but not be limited to: (a) personal health information (PHI) as defined under the Health
Insurance Portability and Accountability Act (HIPAA) and Exhibit II, (b) personally identifiable
information (PII) as defined in Exhibit III, and (c) Criminal Justice Information defined in Exhibit IV
OAKLAND COUNTY PURCHASING
CONTRACT NUMBER 010913
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if the Exhibit(s) are incorporated into the Contract. County Data includes Confidential
Information as defined in this Contract.
1.12. “County Network” means County owned, leased, or licensed equipment, hardware, and software
that is interconnected via fiber optic, wireless, or other communication mediums for the purposes
of County hosting, processing, using, sharing, and/or transporting data, video, voice, or any other
form of information.
1.13. “Day” means any calendar day, which shall begin at 12:00:00 a.m. and end at 11:59:59 p.m.
1.14. “Deliverables” means goods and/or services provided under this Contract, whether tangible or
intangible, and may be more specifically described in the Exhibits.
1.15. “Effective Date” means midnight Eastern Time on the date listed on the first page of this
Contract.
1.16. “Expiration Date” means 11:59.59 p.m. Eastern Time on the date listed on the first page of this
Contract.
1.17. “E-Verify” means an Internet based system operated by the Department of Homeland Security
(DHS) in partnership with the Social Security Administration (SSA) that allows participating
employers to electronically verify the employment eligibility of their newly hired employees.
Information and the registration process are found at the E-Verify website:
https://e-verify.uscis.gov/enroll.
1.18. “Intellectual Property” means any developments, improvements, designs, innovations, and
materials that may be the subject of a trademark/servicemark, copyright, patent, trade secret,
which includes ideas, concepts, inventions, and processes related to the development and
operation of computer software and systems.
1.19. “Iran-Linked Business” is defined in the Michigan Compiled Laws (MCL), specifically MCL
129.312, being Section 2 of Public Act 517 of 2012.
1.20. “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.
1.21. “Proposal” means Contractor’s response or bid to the County’s Request for Proposal, Request
for Qualifications, or Request for Quotes.
1.22. “Purchase Order” means the County’s written request to Contractor for Deliverables pursuant to
this Contract. The Purchase Order may include terms regarding delivery schedule, payment, and
transportation.
1.23. “Purchasing” means the Purchasing 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.
OAKLAND COUNTY PURCHASING
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2.2.Contract Renewal. Unless otherwise provided herein, the Parties are under no obligation to
renew or extend this Contract after the Expiration Date. This Contract may only be extended
by an Amendment.
2.3.Legal Effect. This Contract shall be effective and binding when all of the following occur: (a)
this Contract is signed by a Contractor Employee, legally authorized to bind Contractor; (b) this
Contract is signed by an authorized County Agent; (c) all Contractor certificates of insurance,
required by this Contract, are submitted and accepted by Purchasing; and (d) any other
conditions precedent to this Contract have been met.
§3. CONTRACT ADMINISTRATION AND AMENDMENTS
3.1.Contract and Purchase Order Issuance. Purchasing shall issue this Contract and any Purchase
Orders that may be required. Purchasing is the sole point of contact in the County regarding all
procurement and contractual matters relating to this Contract and any Purchase Orders.
Purchasing is the only County office/department authorized to make any Amendments to this
Contract or Purchase Orders.
3.2.Purchase Orders. Purchase Orders issued under this Contract are governed by the terms and
conditions of this Contract and are included and incorporated herein.
3.3.Project Managers. Each Party may designate an employee or agent to act as a Project Manager. If
Project Managers are selected, they shall be listed, along with their duties, in Exhibit IX. Unless
otherwise stated in Exhibit IX, the County’s Project Manager has no authority to amend this
Contract.
3.4.Contract Administrators. The County shall designate an employee or agent to act as Contract
Administrator(s). Contractor may designate its employee or agent to act as Contract
Administrator(s). The Contract Administrators shall be listed on the first page of this Contract.
The County’s Contract Administrator(s) shall be responsible for monitoring and coordinating
day-to-day activities under this Contract, reviewing Deliverables and invoices, and submitting
requests for Amendments to Purchasing. The County’s Contract Administrator(s) have no
authority to amend this Contract.
3.5.Contract Amendments. All Amendments to this Contract must be in writing. This Contract shall
not be amended by any packing slip, Purchase Order, invoice, click through license agreement, or
Contractor policies or agreements published on Contractor’s website or otherwise. Amendments
to this Contract shall be issued only by Purchasing. The Amendment shall be effective when signed
by an authorized Contractor Employee and an authorized County Agent.
3.6.Unauthorized Changes. Contract changes shall not be effective until an Amendment
containing the change is executed according to the procedures described in this Contract. If
the Contractor is directed to perform work that Contractor believes is a change in the
Contract/Deliverables, then Contractor must notify Purchasing that it believes the requested
work is a change to the Contract before performing the requested work. If Contractor fails to
OAKLAND COUNTY PURCHASING
CONTRACT NUMBER 010913
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notify Purchasing before beginning the requested work, then Contractor waives any claims for
additional compensation for performing the requested work. If Contractor begins work that is
outside the scope of this Contract or begins work before an Amendment is executed and then
stops performing that work, Contractor must, at the request of the County, undo any out-of-
scope work that the County believes would adversely affect the County.
3.7.Precedence of Contract Documents. In the event of a conflict, the terms and conditions
contained in Sections 1 through 13 of this Contract shall prevail and take precedence over any
allegedly conflicting provisions in all Contract Documents, Exhibits, Purchase Orders, and other
documents expressly incorporated herein. Terms and conditions contained in Contractor
invoices, packing slips, receipts, acknowledgments, click-through licenses, and similar
documents shall not change the terms and conditions of this Contract.
§4. CONTRACT TERMINATION
4.1.County Termination. In addition to any other legal rights the County may have to terminate or
cancel this Contract, the County may terminate the Contract as follows:
4.1.1.Immediate Termination. The County may terminate or cancel this Contract, in whole or in
part, immediately, upon notice to Contractor, if any of the following occur: (a) Contractor,
officer of Contractor, or an owner of a 25% or greater share of Contractor is convicted of a
felony criminal offense or a criminal offense involving or related to Contractor’s business; or (b)
if any third-party funding for this Contract is reduced or terminated.
4.1.2.Termination for Convenience. The County may terminate or cancel this Contract, in whole or
part, at any time, upon ninety (90) Days’ notice to Contractor, for any reason, including
convenience without incurring obligation or penalty of any kind. The effective date for
termination or cancellation shall be clearly stated in the notice.
4.2.Contractor Termination. Contractor may terminate or cancel this Contract, in whole or part,
upon one hundred and eighty (180) Days’ notice to the County, if the County materially
breaches any duty or obligation contained herein and within such notice period has failed or
has not reasonably attempted to cure the breach. The effective date of termination or
cancellation and the specific alleged default shall be clearly stated in the notice to the County.
4.3.County’s Obligations Upon Termination. The County’s sole obligation in the event of
termination or cancellation of this Contract is for payment of the actual Deliverables provided
to the County before the effective date of termination. Under no circumstances shall the
County be liable for any future loss of income, profits, any consequential damages, any loss of
business opportunities, revenues, or any other economic benefit Contractor may have realized
but for the termination or cancellation of this Contract. The County shall not be obligated to
pay Contractor any cancellation or termination fee if this Contract is cancelled or terminated as
provided herein. If the County chooses to terminate the Contract in part, then the charges
payable under this Contract must be equitably adjusted to reflect those Deliverables that are
terminated.
OAKLAND COUNTY PURCHASING
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4.4.Contractor’s Obligations Upon Termination. If this Contract terminates for any reason, then
Contractor must do the following: (a) at County’s sole request and discretion, cease providing
all Deliverables as specified at the time stated in the notice of termination; (b) take any action
necessary, or as the County may direct, to preserve and protect Deliverables or other property
derived or resulting from the Contract that is in Contractor’s possession; (c) return all materials
and property provided to Contractor by the County; (d) unless otherwise directed by the
County, transfer title 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 warranties or warranty services
and, in that situation, the Deliverables will be transferred with the warranty or warranty
services and not “As-Is”); and (e) take any action to mitigate and limit any potential damages,
including terminate or limit, as applicable, those subcontracts and outstanding orders for
materials and supplies connected with or related to this Contract.
4.5.Assumption of Subcontracts. If Contractor is in breach of this Contract and the County terminates
this Contract, then the County may assume, at its option, any subcontracts and agreements for
Deliverables provided under the Contract and may pursue completion of the Deliverables by
replacement Contract or otherwise as the County, in its sole judgment, deems expedient.
§5. SCOPE OF DELIVERABLES AND FINANCIAL/PAYMENT OBLIGATIONS
5.1.Performance of Deliverables. Contractor shall provide all Deliverables identified in and as set
forth in Exhibit IX, any Purchase Orders, and/or any Amendments to this Contract.
5.2.Software License(s). If Contractor requires County to comply with a software license or any
other third-party terms, the software license or other third-party terms must be attached to
this Contract in Exhibit VI, and the Parties shall follow the terms and conditions therein.
County is not obligated to follow or comply with any software license or other third-party
terms that are not attached to or included in this Contract. Unless specifically agreed to by
County in writing, if County Agents are required to accept click through license terms or any
other terms not included in this Contract to access or use any of the Deliverables in this
Contract, the terms and conditions of those click through licenses and other terms are without
force and effect.
5.3.Financial Obligations. Except as otherwise set forth in this Contract, the County’s sole financial
obligation under this Contract shall be set forth in Exhibit IX. The amount and manner of
payment of the financial obligation shall be set forth in Exhibit IX and may be in the Software
License Exhibit VI, if applicable, or a Purchase Order.
5.4.Payment 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. Invoices shall contain the following information: (a) County
Contract Number; (b) dates of Deliverables; (c) itemized list of Deliverables; (d) Contractor Tax ID
OAKLAND COUNTY PURCHASING
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Number (federal and State); (e) licenses; and (f) any other information reasonably requested by
Purchasing. Unless otherwise set forth in the Exhibits, the County will pay undisputed invoices,
which comply with this section (5.4), within sixty (60) days after receiving the invoice. Unless
otherwise set forth in the Exhibits, the County shall only pay Contractor for Deliverables under
this Contract and not any subcontractors or assignees of Contractor.
5.5.Not to Exceed Amount. The amount due and owing to Contractor, under this Contract, shall
not exceed the “Not to Exceed Amount.” If Contractor can reasonably foresee that the total
financial obligation for the Contract will exceed the “Not to Exceed Amount,” then Contractor
shall provide Purchasing with notice of this fact as soon as possible, but no later than ten (10)
days before this event.
5.6.County Not Obligated for Penalties/Costs/Fines. The County shall not be responsible or liable
for any cost, fee, fine, penalty, or other assessment of any kind that is incurred or suffered by
Contractor in connection with or resulting from Contractor’s performance of this Contract
under any circumstances.
5.7.Set-Off of County Costs. If the County incurs any costs (not specified in this Contract), loss, or
damage that is caused by or results from Contractor, then the County has the right to set-off
those costs, loss, and/or damage from any amounts due and owing Contractor. This set-off
includes, but is not limited to, withholding payment in an amount equal to the cost of any
County-provided equipment, supplies, badges, or other property that are not returned by
Contractor upon completion, termination, or cancellation of this Contract. County also reserves
the right at any time to set-off any amounts it owes to Contractor under this Agreement
against any amounts that Contractor owes to County.
5.8.In-Kind Services. Unless expressly provided herein, this Contract does not authorize any in-
kind services by either Party.
§6. CONTRACTOR’S WARRANTIES AND ASSURANCES
6.1.Full Knowledge of Contract Expectations. Contractor warrants that before submitting its
Proposal and/or entering into this Contract, it had a full opportunity to review all County
requirements and/or expectations for this Contract. Contractor is responsible for being
adequately and properly prepared to execute this Contract. Contractor has satisfied itself in all
material respects that it will be able to perform the Contract as specified herein.
6.2.Complete and Accurate Representations. Contractor certifies that all statements, assurances,
records, and materials submitted to the County in connection with seeking and obtaining this
Contract have been truthful, complete, and accurate.
6.3.Access to Contractor Policies. If the Parties agree in this Contract to follow any Contractor
policies, such as acceptable use or privacy policies, then Contractor shall retain each version of
such policy with the effective dates and shall promptly provide such to the County, if requested.
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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,
association fees, license fees, fines, taxes, and penalties.
6.6.Equipment and Supplies. Contractor is responsible for providing all equipment and supplies to
perform this Contract, which are not expressly required to be provided by the County.
6.7.Contractor Employees.
6.7.1.Number and Qualifications of Contractor Employees. Contractor shall employ and assign
qualified Contractor Employees as necessary and appropriate to perform this Contract.
Contractor shall ensure all Contractor Employees have the knowledge, skill, and qualifications
to perform this Contract and possess any necessary licenses, permits, certificates, and
governmental authorizations as may be required by law. Contractor shall provide written
notice the assigned Contractor Employees to the performance of the audit. The Contractor
Employees may be changed with the express prior written permission of the County, which
retains the right to approve or reject replacements.
6.7.2.Control and Supervision of Contractor Employees. Contractor shall solely control, direct, and
supervise all Contractor Employees with respect to all Contractor obligations under this
Contract. Contractor will be solely responsible for and fully liable for the conduct and
supervision of any Contractor Employees.
6.7.3.Removal or Reassignment of Personnel at the County’s Request. Contractor shall remove a
Contractor Employee performing work under this Contract at the County’s request provided
that the County’s request is based on legitimate, good-faith reasons. Replacement personnel
for the removed person must be fully qualified for the position. If the removal of a Contractor
Employee results in an unanticipated delay, which is attributable to the County, then this delay
shall not be considered a breach of the Contract and the terms and conditions of this Contract
effected by the removal will be adjusted accordingly.
6.7.4.Contractor Employee Identification. If requested by the County, Contractor Employees shall
wear and display a County-provided identification badge at all times while working on County
premises. In order to receive a County identification badge, a Contractor Employee shall sign
the “Acknowledgement of Independent Contractor Status” form, Exhibit VIII to this Contract.
Contractor shall return all County-provided identification(s) upon completion of Contractor’s
obligations under this Contract.
6.7.5.Background Checks. At the County’s request, Contractor Employees performing work under
this Contract shall be subject to a background check by the County. The scope of the
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background check is at the discretion of the County and the results will be used to determine
Contractor Employee’s eligibility to perform work under this Contract. Any request for
background checks will be initiated by the County and will be reasonably related to the type of
work requested. Contractor and Contractor Employees shall provide all information or
documents necessary to perform the background check.
6.7.6.Contractor Employee Expenses. All Contractor Employees shall be employed at the
Contractor’s sole expense (including employment-related taxes and insurance). Contractor
warrants that all Contractor Employees shall fully comply with and adhere to the terms of this
Contract. Contractor shall be solely liable for all applicable Contractor Employees’ federal,
state, or local payment withholdings or contributions and/or all Contractor Employee related
pension or welfare benefits plan contributions under federal or state law. Contractor shall
indemnify, defend, and hold the County harmless for all Claims against the County by any
Contractor Employee, arising out of any contract for hire or employer-employee relationship
between Contractor and any Contractor Employee including, but not limited to, Worker’s
Compensation, disability pay, or other insurance of any kind.
6.7.7.Contractor’s Compliance with the Patient Protection and Affordable Care Act. If Contractor is
subject to the Patient Protection and Affordable Care Act (“ACA”), PL 111-148, 124 Stat 119,
then Contractor shall ensure that all Contractor Employees, under assignment to the County,
and their dependents, as defined by the ACA, are provided with or have access to insurance as
required by the ACA. If Contractor is subject to the ACA, Contractor warrants it offers group
health coverage to Contractor Employees and their dependents that is affordable, that
provides minimum essential coverage and value, and that each offer of coverage meets the
timing requirements of the ACA. Contractor warrants, whether or not it is subject to the ACA,
that it will pay all applicable fees, taxes, or fines, as set forth in the employer mandates of the
ACA under Tax Code §4980H and related regulations for any Contractor Employee, whether the
fee, tax, or fine is assessed against the Contractor or the County.
6.8.Acknowledgment of Independent Contractor Status.
6.8.1.Independent Contractor. Nothing in this Contract is intended to establish an employer-
employee relationship between the County and Contractor or any Contractor Employee. In no
event, shall Contractor Employees be deemed employees, agents, volunteers, or
subcontractors of the County. Contractor shall ensure that Contractor Employees are apprised
of their status and the limitations independent contractors have of this status.
6.8.2.Contractor/Contractor Employee Representations. Contractor and/or Contractor Employees
shall not represent themselves as County employees. Contractor shall ensure that Contractor
Employees do not represent themselves as County employees.
6.8.3.County Benefits and Plans. Contractor and Contractor Employees shall not be entitled to
participate in any County employee benefit plans and programs, including but not limited to,
retirement, deferred compensation, insurance (including without limitation, health, disability,
dental, and life), and vacation pay. This limitation includes access to benefit plans and
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programs that are not described by a written plan. However, Contractor Employees who are
retired County Employees may receive vested post-employment benefits such as retiree health
care and pension benefits from Oakland County.
6.8.4.County Reliance. The County entered into this Contract in reliance of the representations
made by Contractor regarding its understanding of the role of independent contractors, its
stated relationship to Contractor Employees, and other representations Contractor has made
regarding the management and performance oversight of Contractor Employees.
6.8.5.Independent Employment Status. If Contractor provides Contractor Employees for staffing and/or
leasing services to County, those Contractor Employees shall sign Exhibit VIII, Acknowledgement of
Independent Employment Status, prior to performing services for the County.
6.9.Permits and Licenses. Contractor shall be responsible for obtaining and maintaining,
throughout the term of this Contract, all licenses, permits, certificates, governmental
authorizations, and business/professional licenses necessary to perform this Contract. Upon
request by the County, Contractor shall furnish copies of any permit, license, certificate, or
governmental authorization necessary to perform this Contract.
6.10.E-Verify. In accordance with Miscellaneous Resolution No.09116 (BOC Minutes, July 30, 2009,
pp 37-38), unless otherwise exempted, all service contractors who wish to contract with the
County to provide services must first certify they have registered with, will participate in, and
continue to utilize, once registered, the E-Verify Program (or any successor program
implemented by the federal government or its departments or agencies) to verify the work
authorization status of all newly hired employees employed by the Contractor. Breach of this
term or condition is considered a material breach of this Contract. Contractor’s execution of this
Contract constitutes a certification that they are authorized to certify on behalf of Contractor and
do hereby certify on behalf of Contractor that the Contractor has registered with, has and will
participate in, and does and will continue to utilize once registered and throughout the term of
this Contract and any permissible extension hereof, the E-Verify Program (or any successor
program implemented by the federal government or its departments or agencies) to verify the
work authorization status of all newly hired employees employed by the Contractor.
6.11.Iran-Linked Business Certification. Contractor certifies that it is not an Iran-Linked Business.
Contractor further certifies that it was not an Iran-Linked Business at the time it submitted its
Proposal for this Contract. Contractor must promptly notify the County, if Contractor becomes
an Iran-Linked Business at any time during this Contract.
6.12.Foreign Adversary Certification. If Contractor supplies technology or equipment to County,
Contractor certifies that the technology and/or equipment was not produced, assembled, or
manufactured by a foreign adversary, as defined, and as prohibited by the federal government.
6.13.Taxes.
6.13.1.Contractor Taxes. Contractor shall collect and pay its local, state, and federal taxes, including
but not limited to, all employment taxes, sales taxes, personal property taxes, and real
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property taxes. The County shall not be liable to or required to reimburse Contractor for any
local, state, or federal tax of any kind.
6.13.2.County Tax-Exempt. The County is exempt from state and local sales tax, personal property tax,
and real property tax. Prices under this Contract shall not include taxes, unless the County is not
tax-exempt for a specific Deliverable. Exemption certificates for sales tax will be furnished upon
request.
6.14.Warranty for Services. Contractor warrants that all Deliverables that are services shall be
performed in compliance with all applicable laws, statutes, regulations, ordinances,
requirements and specifications in the Exhibits, industry best practices and care, professional
standards, and in a diligent, workmanlike, and expeditious manner. Contractor acknowledges
and agrees that time is of the essence for all Deliverables that are services.
6.15.Warranty for Goods. All Deliverables that are goods shall be subject to the following warranties:
6.15.1.Warranty of Merchantability. Goods provided by 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 time is of the essence for providing all
Deliverables that are goods.
6.15.2.Warranty of Fitness for a Particular Purpose. If Contractor knows or has reason to know that
the goods will be used for a particular purpose and the County is relying on Contractor’s skill or
judgment to select or furnish the goods, then there is a warranty that the goods are fit for a
particular purpose.
6.15.3.Warranty of Title. All goods provided to the County shall be provided: (a) with good title; (b)
free from any security interest, lien, or encumbrance that the County did not have knowledge
of when the Contract was executed; and (c) free of any rightful claim of infringement or similar
claim by a third-party.
6.16.ADA and Section 508 Compliance. If Contractor is providing a Deliverable that requires County
Agents or the public to use a software application or to access a website, Contractor warrants
that end users can utilize the software or access the website in accordance with the
accessibility requirements of the ADA and the Rehabilitation Act of 1973. Contractor’s
Deliverable will conform, where relevant, to level AA of the World Wide Web Consortium
(W3C) Web Content Accessibility Guidelines (WCAG) 2.1. Any additional 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
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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.
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 times during this Contract, Contractor shall obtain and
maintain insurance according to the requirements listed in Exhibit I.
8.2.Contractor Provided Bonds. Pursuant to Public Act 213 of 1963, if the Contract Not to Exceed
Amount exceeds fifty thousand dollars ($50,000.00) and the Contract is for the construction,
alteration, or repair of any public building or public work or improvement of the County, then
the Contractor shall furnish, at its sole cost, a performance bond and a payment bond to the
County, which shall become binding upon execution of the Contract. Each bond shall be in an
amount fixed by the County, as set forth in Exhibit IX, but in no event shall each bond be less
than 25% of the Contract Not to Exceed Amount.
§9. INTELLECTUAL PROPERTY
9.1.Contractor Use of County Licensed Software. In order for Contractor to perform this Contract,
the County may permit Contractor 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.
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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 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
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obligation to maintain its confidentiality; or (b) is obtained by Contractor from a third-party
having the right to disclose it, without an obligation to keep such information confidential.
10.2.County Confidentiality Obligations. County has no obligation to Contractor to keep
confidential any information or records that are required to be disclosed by County under the
Michigan Freedom of Information Act, 1976 PA 442, as amended (the “FOIA”) nor shall County
be obligated to inform or provide notice to Contractor regarding the disclosure of information
or records that are required to be disclosed under the FOIA. Furthermore, County may disclose
Confidential Information to third parties if required by law, statute, subpoena, court order, or
other legal process.
§11. COUNTY DATA. If Contractor uses or possesses County Data in the performance of this
Contract, then the following provisions contained in this section apply:
11.1.Use of County Data. Contractor and Contractor Employees shall have a limited license to County
Data, including a license to collect, process, store, generate, and display County Data but only to
the extent necessary to provide services under this Contract. Contractor and Contractor
Employees may not use, sell, rent, 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 Theft 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.
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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 Information Act (FOIA) request, or other legal request to provide County Data held by
Contractor, then Contractor shall provide County Data to the County, in a format directed by
the County, within the time frame required by law.
11.6.Obligations upon Expiration, Termination or Cancellation of Contract. At the County’s sole
discretion, upon expiration, termination, or cancellation of this Contract, Contractor shall
return County Data in a mutually agreeable format in a prompt and orderly manner or provide
for the secure disposal of County Data as directed by County.
§12. INFORMATION TECHNOLOGY STANDARDS. If Contractor provides a technology application or
requires the use of the Internet to access a Deliverable, the following sections apply:
12.1.County Standards. If Contractor or Contractor Employees will be given access to the County
Network, Contractor and Contractor Employees shall comply with the County Electronic
Communications and Use of Technology Policy.
12.2.Implementation of Security Measures. Contractor shall implement and maintain appropriate
administrative, technical, and organizational security measures to safeguard against
unauthorized access to the County Network, County Data, and Contractor’s network/system(s)
used to access County Data. Such measures shall be in accordance with security industry best
practice and not less stringent than the measures Contractor applies to protect its own data of
a similar kind. The County shall have the right to audit, inspect, and test Contractor’s network
and system security.
12.3.Security Reporting. 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
questionnaire 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 questionnaire,
on or prior to the Effective Date of this Contract, and within five (5) Business Days of a written
request by County during the duration 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 questionnaire, 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 duration of this Contract.
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§13. GENERAL TERMS AND CONDITIONS
13.1.Access to County Property or Facilities. As set forth in this Contract, Contractor has access to
and the right to use County property and facilities necessary to perform this Contract. Unless
otherwise provided in this Contract or Contractor receives prior written permission from the
County’s Director responsible for the department requiring access outside of Business Days,
Contractor may only access and use County property and facilities for performance of this
Contract on Business Days.
13.2.Signs on County Property or Facilities. Contractor shall not place any signs or advertisements
on County property or facilities without the prior written permission of the County’s Director of
Facilities Management, successor, or designee.
13.3.Use of County Property or Facilities. While performing this Contract, Contractor shall keep
County property or facilities, and anything stored thereon in a clean, safe, sanitary,
responsible, and healthful condition and shall keep the property and facilities in a manner that
will not prevent or interfere with the County’s performance of its functions.
13.4.Removal of Contractor's Personal Property. At the expiration or termination of this Contract,
Contractor shall leave County property or facilities in the same condition that Contractor found
them and clean of all rubbish. Contractor shall remove all of its personal property within thirty
(30) Days of expiration or termination of this Contract. If Contractor does not remove its
personal property within the thirty (30) Day period, then the County may, at County’s sole
discretion, dispose of the personal property and bill Contractor for any costs associated with
the removal and disposal or keep, have all rights to, and be the owner of the personal
property.
13.5.Damage to County Property or Facilities. Contractor shall be responsible for any damage to
any County property or a facility that is caused by Contractor. If damage occurs, the County
shall make the necessary repairs and/or replacements or cause a third-party to make the
necessary repairs or replacements, provided, however, that Contractor shall reimburse the
County for all costs associated with repairing and/or replacing the damaged property or
facilities. Without limiting any of County’s other setoff rights in this Contract, County has the
right to set-off those costs and/or damages from any amounts due and owing Contractor.
13.6.Damage to Contractor’s Property. Contractor shall be solely liable and responsible for any loss or
damage to Contractor’s personal property located, kept, or stored on or at County property or
facilities during performance of this Contract.
13.7.County’s Right to Suspend Contract Performance. Upon written notice, the County may
require Contractor to suspend performance of this Contract if Contractor has failed to comply
with any federal, state, or local laws or any requirements contained in this Contract. The right
to suspend performance of this Contract is in addition to the County’s right to terminate
and/or cancel this Contract. The County shall incur no penalty, expense, or liability to
Contractor if the County suspends performance of this Contract under this Section.
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13.8.Discrimination. Contractor, and its subcontractors under this Contract, shall not discriminate
against an employee or an applicant for employment in hiring, any terms and conditions of
employment or matters related to employment regardless of race, color, religion, sex, sexual
orientation, gender identity or expression, national origin, age, genetic information, height,
weight, disability, veteran status, familial status, marital status or any other reason, that is
unrelated to the person's ability to perform the duties of a particular job or position, in
accordance with applicable federal and state laws.
13.9.Conflict of Interest. Pursuant to Public Act 317 and 318 of 1968, as amended (MCL 15.301, et
seq. and MCL 15.321, et seq.), no contracts shall be entered into between the County and any
County Agent. To avoid any real or perceived conflict of interest, Contractor shall disclose to
the County the identity of all Contractor Employees and all Family Members of Contractor
Employees who: a) are employed by the County on the date the Contract is executed; and b)
become employed by the County during the term of the Contract. Contractor shall also
disclose to the County the identity of all County Agents and all Family Members of County
Agents who: a) are employed by Contractor on the date the Contract is executed; and b)
become employed by Contractor during the term of the Contract. For the purposes of this
section, “Family Member” means a person's spouse or spouse's sibling or child; a person's
sibling or sibling's spouse or child; a person's child or child's spouse; or a person's parent or
parent's spouse, and includes these relationships as created by adoption, marriage, or law.
13.10.Access and Records. Contractor will maintain accurate books and records in connection with
performance of this Contract for thirty-six (36) months after the end of this Contract and Contractor
shall provide the County with reasonable access to such books and records, upon request.
13.11.Audit. The County or an independent auditor hired by the County may perform contract audits
(in its sole discretion) and shall have the authority to access all pertinent records and data and
to interview any Contractor Employee during the term of this Contract and for a period of
three years after final payment. Contractor shall explain any audit findings, questioned costs,
or other Contract compliance deficiencies to the County within thirty (30) Business Days of
receiving the draft audit report. Contractor’s written response shall include all necessary
documents and information that refute the draft audit report and an action plan to resolve the
audit findings. A copy of Contractor’s response will be included in the final report. Failure by
Contractor to respond in writing within thirty (30) Business Days shall be deemed acceptance
of the draft audit report and will be noted in the final report.
13.12.Assignments/Delegations/Subcontracts.
13.12.1.Prior Written Consent Required. Except by operation of law, neither Party may assign,
delegate, or subcontract any of its duties, obligations, or rights under this Contract without the
prior written consent of the other Party; provided, however, Contractor may assign, delegate,
or subcontract this Contract to an affiliate or subsidiary as long as the affiliate or subsidiary is
adequately capitalized and can provide adequate written assurances to the County that the
affiliate or subsidiary can perform this Contract. The County may withhold consent, if the
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County determines that the assignment, delegation, or subcontract would impair performance
of this Contract or the County’s ability to recover damages under this Contract. Contractor
shall also provide the County with adequate information to allow the County to make a
determination regarding the assignment, delegation, or subcontract.
13.12.2.Flow Down Clause Required. Any assignment, delegation, or subcontract by Contractor must
include a requirement that the assignee, delegee, or subcontractor will comply with the terms
and conditions of this Contract. The assignment, delegation, or subcontract shall in no way
diminish or impair performance of any term or condition of this Contract.
13.12.3.Contractor Responsibility for Assigns/Delegates/Subcontractors. If Contractor assigns,
delegates, or subcontracts this Contract, in whole or in part, Contractor shall remain the sole
point of contact regarding all matters under this Contract and shall remain liable for
performance of this Contract. Contractor is solely responsible for the management of
assignees, delegees, and subcontractors.
13.12.4.Performance Required. If an assignee, delegee, or subcontractor fails to perform as required under
this Contract, Contractor shall contract with another entity for such performance. Any additional
costs associated with securing another assignee, delegee, or subcontractor shall be the sole
responsibility of Contractor.
13.12.5.Reseller Responsibility. If Contractor is reselling Deliverables to the County for another entity
(the other entity is referred to as the “Supplier”), then in addition to and without limiting any of
Contractor’s other obligations or responsibilities under this Contract, Contractor shall be: (i)
responsible for and ensure that the Supplier complies with all terms and conditions 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 entities, municipalities, or governmental agencies
during or after the term of this Contract. Similarly, the County may freely engage other
persons to perform the same work that Contractor performs. Except as 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 Parties, this
Contract does not and is not intended to create any obligation, duty, promise, contractual right
or benefit, right to be indemnified, right to be subrogated to the Parties’ right in this Contract,
or any other right in favor of any other person or entity.
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13.14.1.Survival of Terms and Conditions. The following terms and conditions shall survive and
continue in full force beyond the termination or cancellation of this Contract (or any part
thereof) until the terms and conditions are fully satisfied or expire by their nature: Section 1.
Contract Definitions, Section 5. Scope of Deliverables and Financial/Payment Obligations,
Section 6. Contractor’s Warranties and Assurances, Section 7. Liability, Section 8. Insurance
and Bond Requirements, Section 9. Intellectual Property, Section 10. Confidential Information,
Section 11. County Data, Section 13. General Terms and Conditions; and if incorporated into
this Contract, Exhibit II: Business Associate Agreement (Health Insurance Portability and
Accountability Act Requirements), Exhibit III: Requirements for Contractors with Access to
County PII (Personally Identifiable Information) and Exhibit IV: Requirements for Contractors
with Access to CJIS Data (Criminal Justice Information Security.
13.15.Reservation of Rights. This Contract does not, and is not intended to impair, divest, delegate,
or contravene any constitutional, statutory, or other legal right, privilege, power, obligation,
duty, or immunity of the County.
13.16.Compliance with Laws. Contractor shall comply with all federal, state, and local laws, statutes,
ordinances, regulations, executive orders, insurance policy requirements, and requirements
applicable to its activities under this Contract. Contractor shall comply with all applicable laws
and regulations related to the import, export, re-export, transfer, shipping, sale, re-sale, and/or
use of goods, services, information, data, and equipment involving or related to this Contract.
13.17.Force Majeure. Notwithstanding any other term or condition of this Contract, neither Party
shall be liable for failure to perform contractual duties or obligations caused by events beyond
their reasonable control, including but not limited to: (a) acts of public enemies; (b) natural
disasters; (c) terrorism; (d) war; (e) insurrection or riot; (f) natural disasters; (g) strikes,
lockouts, work stoppages, or other labor difficulties; or (h) compliance with law. Reasonable
notice shall be given to the affected Party of such event. Contractor is expected, through
insurance or alternative temporary or emergency service arrangements, to continue its
contractual duties or obligations if a reasonably anticipated, insurable business risk, such as
business interruption or any insurable casualty or loss occurs.
13.18.Notices.
13.18.1.Written Notice. All notices required under this Contract shall be in writing. Notices shall be
effective: (a) the next Business Day, if personally delivered; (b) the third Business Day, if sent by
U.S. mail, postage prepaid, return receipt requested; (c) the next Business Day, if sent by a
nationally recognized overnight express courier with a reliable tracking system; or (d) the next
Business Day with a written response or receipt of confirmation, if sent by e-mail or fax.
13.18.2.Notice to Contractor. Unless otherwise specified, Notice to Contractor shall be addressed to
the Contract Administrator listed on the first page of this Contract.
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13.18.3.Notice to County. Unless otherwise specified herein, Notice to the County shall be addressed
to Purchasing, the County Project Manager (if applicable), and the County Contract
Administrator(s) listed on the first page of this Contract.
13.19.Captions. Section and subsection numbers, captions, and any index to sections or subsections
contained in this Contract are intended for the convenience of the reader and are not intended
to have any substantive meaning and shall not be interpreted to limit or modify any
substantive provisions of this Contract. In this Contract, for any noun or pronoun, use of the
singular or plural form, use of the nominative, possessive, or objective case, and any reference
to gender (masculine, feminine, and neuter) shall mean the appropriate form, case, or gender
as the context requires.
13.20.Waiver. Waiver of any term or condition under this Contract must be in writing and notice
given pursuant to this Contract. No written waiver, in one or more instances, shall be deemed
or construed as a continuing waiver of any term or condition of this Contract. No waiver by
either Party shall subsequently affect its right to require strict performance of this Contract.
13.21.Cumulative Remedies. A Party’s exercise of any remedy shall not preclude the exercise of any
other remedies, all of which shall be cumulative. A Party shall have the right, in its sole
discretion, to determine which remedies are to be exercised and in which order.
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.
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13.25.Entire Contract. This Contract represents the entire agreement and understanding between
the Parties. This Contract supersedes all other prior oral or written understandings,
communications, agreements, or contracts between the Parties regarding the subject matter
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, protecting the County against any Claims, as defined in this Contract.
The insurance shall be written for not less than any minimum coverage herein specified. Limits of
insurance required in no way limit the liability of the Contractor.
Primary Coverages
Commercial General Liability Occurrence Form including: (a) Premises and Operations; (b) Products and
Completed Operations (including On and Off Premises Coverage); (c) Personal and Advertising Injury; (d)
Broad Form Property Damage; (e) Broad Form Contractual including coverage for obligations assumed
in this Contract;
$1,000,000 – Each Occurrence Limit
$1,000,000 – Personal & Advertising Injury
$2,000,000 – Products & Completed Operations Aggregate Limit
$2,000,000 – General Aggregate Limit
$ 100,000 – Damage to Premises Rented to You (formally known as Fire Legal Liability)
Workers’ Compensation Insurance with limits statutorily required by any applicable Federal or State
Law and Employers Liability insurance with limits of no less than $500,000 for each accident, $500,000
for a disease for each employee, and $500,000 for a disease policy limit. Contractor must comply with
the following:
1.☒ Be a Fully Insured or State approved self-insurer;
2.☐ Sole Proprietors must submit a signed Sole Proprietor form; or
3.☐ Exempt entities, Partnerships, LLC, etc., must submit a State of Michigan form WC-337 Certificate of
Exemption.
Evidence of workers’ compensation insurance is not necessary if neither Contractor nor any Contractor
Employees come onsite to any County real property, land, premises, buildings, or other facilities in the
performance of this Contract.
Commercial Automobile Liability Insurance covering bodily injury or property damage arising out of the
use of any owned, hired, or non-owned automobile with a combined single limit of $1,000,000 each
accident. This requirement is waived if there are no company owned, hired or non-owned automobiles
utilized in the performance of this Contract.
Commercial Umbrella/Excess Liability Insurance with minimum limits of $5,000,000 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, Attorneys, etc.) with minimum limits of
$10,000,000 per claim and $10,000,000 aggregate.
2.☒ Cyber Liability Insurance with minimum limits of $5,000,000 per claim and $5,000,000 aggregate.
3.☒ Other Insurance Coverages as may be dictated by the provided product/service and deemed
appropriate by the County Risk Management Department.
General Insurance Conditions
The aforementioned insurance shall be endorsed, as applicable, and shall contain the following terms,
conditions, and/or endorsements. All certificates of insurance shall provide evidence of compliance
with all required terms, conditions and/or endorsements.
1. All policies of insurance shall be on a primary, non-contributory basis with any other insurance or
self-insurance carried by the County;
2. The insurance company(s) issuing the policy(s) shall have no recourse against the County for
subrogation (policy endorsed written waiver), premiums, deductibles, or assessments under any
form. All policies shall be endorsed to provide a written waiver of subrogation in favor of the
County;
3. Any and all deductibles or self-insured retentions shall be assumed by and be at the sole risk of the 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 additional insured where permitted by law
and policy form;
6. If the Contractor’s insurance policies have higher limits than the minimum coverage requirements
stated in this document the higher limits shall apply and in no way shall limit the overall liability
assumed by the Contractor under contract.
7. The Contractor shall require its contractors or sub-contractors, not protected under the Contractor’s
insurance policies, to procure and maintain insurance with coverages, limits, provisions, and/or
clauses equal to those required in this Contract;
8. Certificates of insurance must be provided prior to the County’s execution of the Contract and must
bear evidence of all required terms, conditions and endorsements; and provide thirty (30) days’
written notice of cancellation/material change endorsement to the insurance coverages required by
this Exhibit.
9. All insurance carriers must be licensed and approved to do business in the State of Michigan along
with the Contractor’s state of domicile and shall have and maintain a minimum A.M. Best’s rating of
Commented [BL1]: This Insurance Coverage was NOT checked
in the RFP.
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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 Entity”). This Exhibit is incorporated into the Contract and shall be hereinafter referred to as
“Agreement.” The purpose of this Agreement is to facilitate compliance with the Privacy and Security
Rules and to facilitate compliance with HIPAA and the HITECH Amendment to HIPAA.
§1. DEFINITIONS. The following terms have the meanings set forth below for purposes of the
Agreement, unless the context clearly indicates another meaning. Terms used but not otherwise
defined in this Agreement have the same meaning as those terms in the Privacy Rule.
1.1 Business Associate. “Business Associate” means the Contractor.
1.2 CFR. “CFR” means the Code of Federal Regulations.
1.3 Contract. “Contract” means the document with the Purchasing Contract Number.
1.4 Contractor. “Contractor” means the entity or individual defined in the Contract and listed on
the first page of this Contract.
1.5 Covered Entity. “Covered Entity” means the County of Oakland as defined in the Contract.
1.6 Designated Record Set. “Designated Record Set” is defined in 45 CFR 164.501.
1.7 Electronic Health Record. “Electronic Health Record” means an electronic record of health-
related information on an individual that is created, gathered, managed, and consulted by
authorized health care clinicians and staff.
1.8 HIPAA. “HIPAA” means the Health Insurance Portability and Accountability Act of 1996.
1.9 HITECH Amendment. “HITECH Amendment” means the changes to HIPAA made by the Health
Information Technology for Economic and Clinical Health Act.
1.10 Individual. “Individual” is defined in 45 CFR 160.103 and includes a person who qualifies as a
personal representative in 45 CFR 164.502(g).
1.11 Privacy Rule. “Privacy Rule” means the privacy rule of HIPAA as set forth in the Standards for Privacy
of Individually Identifiable Health Information at 45 CFR part 160 and part 164, subparts A and E.
1.12 Protected Health Information. “Protected Health Information” or “PHI” is defined in 45 CFR
160.103, limited to the information created or received by Business Associate from or on behalf
of Covered Entity.
1.13 Required By Law. “Required By Law” is defined in 45 CFR 164.103.
1.14 Secretary. “Secretary” means the Secretary of the Department of Health and Human Services or
his or her designee.
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1.15 Security Incident. “Security Incident” is defined in 45 CFR 164.304.
1.16 Security Rule. “Security Rule” means the security standards and implementation specifications
at 45 CFR part 160 and part 164, subpart C.
§2. OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE. Business Associate agrees to perform
the obligations and activities described in this Section.
2.1 Business Associate understands that pursuant to the HITECH Amendment, it is subject to the
HIPAA Privacy and Security Rules in a similar manner as the rules apply to Covered Entity. As a
result, Business Associate shall take all actions necessary to comply with the HIPAA Privacy and
Security Rules for business associates as revised by the HITECH Amendment, including, but not
limited to, the following: (a) Business Associate shall appoint a HIPAA privacy officer and a HIPAA
security officer; (b) Business Associate shall establish policies and procedures to ensure
compliance with the Privacy and Security Rules; (c) Business Associate shall train its workforce
regarding the Privacy and Security Rules; (d) Business Associate shall enter into a privacy/security
agreement with Covered Entity; (e) Business Associate shall enter into privacy/security
agreements with its subcontractors that perform functions relating to Covered Entity involving
PHI; (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 permitted or required by this
Agreement or as required by law.
2.3 Business Associate shall use appropriate safeguards to prevent use or disclosure of the PHI.
Business Associate shall implement administrative, physical, and technical safeguards (including
written policies and procedures) that reasonably and appropriately protect the confidentiality,
integrity, and availability of PHI that it creates, receives, maintains, or transmits on behalf of
Covered Entity as required by the Security Rule.
2.4 Business Associate shall mitigate, to the extent practicable, any harmful effect that is known to Business
Associate of a use or disclosure of PHI by Business Associate in violation of law or this Agreement.
2.5 Business Associate shall report to Covered Entity any known Security Incident or any known use
or disclosure of PHI not permitted by this Agreement.
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
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agent of Business Associate. The notification to Covered Entity shall include the following: (a)
identification of each individual whose unsecured PHI has been breached or has reasonably
believed to have been breached, and (b) any other available information in Business Associate’s
possession that the Covered Entity is required to include in the individual notice contemplated by
45 CFR 164.404.
2.6.2 Notwithstanding the immediate preceding subsection, Business Associate shall assume the
individual notice obligation specified in 45 CFR 164.404 on behalf of Covered Entity where a
breach of unsecured PHI was committed by Business Associate or its employee, officer,
subcontractor, or other agent of Business Associate or is within the unique knowledge of
Business Associate as opposed to Covered Entity. In such case, Business Associate shall prepare
the notice and shall provide it to Covered Entity for review and approval at least five (5) calendar
days before it is required to be sent to the affected individual(s). Covered Entity shall promptly
review the notice and shall not unreasonably withhold its approval.
2.6.3 Where a breach of unsecured PHI involves more than five hundred (500) individuals and was
committed by the Business Associate or its employee, officer, subcontractor, or other agent or is
within the unique knowledge of Business Associate as opposed to Covered Entity, Business
Associate shall provide notice to the media pursuant to 45 CFR 164.406. Business Associate shall
prepare the notice and shall provide it to Covered Entity for review and approval at least five (5)
calendar days before it is required to be sent to the media. Covered Entity shall promptly review
the notice and shall not unreasonably withhold its approval.
2.6.4 Business Associate shall maintain a log of breaches of unsecured PHI with respect to Covered
Entity and shall submit the log to Covered Entity within thirty (30) calendar days following the
end of each calendar year, so that the Covered Entity may report breaches to the Secretary in
accordance with 45 CFR 164.408. This requirement shall take effect with respect to breaches
occurring on or after September 23, 2009.
2.7 Business Associate shall ensure that any agent or subcontractor to whom it provides PHI, received
from Covered Entity or created or received by Business Associate on behalf of Covered Entity, agrees
in writing to the same restrictions and conditions that apply to Business Associate 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 written request of Covered Entity, to
PHI in a Designated Record Set to Covered Entity or, as directed in writing by Covered Entity, to
an Individual in order to meet the requirements under 45 CFR 164.524.
2.9 Business Associate shall make any amendment(s) to PHI in a Designated Record Set that the
Covered Entity directs in writing or agrees to pursuant to 45 CFR 164.526.
2.10 Following receipt of a written request by Covered Entity, Business Associate shall make internal
practices, books, and records reasonably available to the Secretary in order to determine
Covered Entity's compliance with the Privacy Rule. The afore mentioned materials include
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policies and procedures and PHI relating to the use and disclosure of PHI received from Covered
Entity or created or received by Business Associate on behalf of Covered Entity.
2.11 Business Associate shall document disclosures of PHI and information related to such
disclosures, to permit Covered Entity to respond to a request by an Individual for: (a) an
accounting of disclosures of PHI in accordance with 45 CFR 164.528 or (b) effective January 1,
2011 or such later effective date prescribed by regulations issued by the U.S. Department of
Health and Human Services, an accounting of disclosures PHI from an Electronic Health Record
in accordance with the HITECH Amendment.
2.12 Following receipt of a written request by Covered Entity, Business Associate shall provide to
Covered Entity or an Individual information collected in accordance with Section 2 to permit
Covered Entity to respond to a request by an Individual for: (a) an accounting of disclosures of
PHI in accordance with 45 CFR 164.528 or (b) effective as of January 1, 2011 or such later
effective date prescribed by regulations issued by the U.S. Department of Health and Human
Services, an accounting of disclosures of Protected Health Information from an Electronic Health
Record in accordance with the HITECH Amendment.
§3. PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE. Business Associate may use and
disclose PHI as set forth in this Section.
3.1 Except as otherwise limited in this Agreement, Business Associate may use or disclose PHI to
perform functions, activities, or services for or on behalf of Covered Entity as specified in the
underlying service agreement between Covered Entity and Business Associate, provided that
such use or disclosure shall not violate the Privacy Rule if done by Covered Entity or the
minimum necessary policies and procedures of the Covered Entity. If no underlying service
agreement exists between Covered Entity and Business Associate, Business Associate may use or
disclose PHI to perform functions, activities, or services for or on behalf of Covered Entity for the
purposes of payment, treatment, or health care operations as those terms are defined in the
Privacy Rule, provided that such use or disclosure shall not violate the Privacy Rule if done by
Covered Entity or the minimum necessary policies and procedures of the Covered Entity.
3.2 Except as otherwise limited in this Agreement, Business Associate may use PHI for the proper
management and administration of the Business Associate or to carry out the legal
responsibilities of the Business Associate.
3.3 Except as otherwise limited in this Agreement, Business Associate may disclose PHI for the
proper management and administration of the Business Associate or to carry out the legal
responsibilities of the Business Associate, provided that disclosures are Required by Law or
Business Associate obtains reasonable assurances in writing from the person to whom the
information is disclosed that: (a) the disclosed PHI will remain confidential and will be used or
further disclosed only as Required by Law or for the purpose for which it was disclosed to the
person and (b) the person notifies the Business Associate of any known instances in which the
confidentiality of the information has been breached.
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3.4 Except as otherwise limited in this Agreement, Business Associate may use PHI to provide data
aggregation services to Covered Entity as permitted by 45 CFR 164.504(e)(2)(i)(B).
3.5 Business Associate may use PHI to report violations of law to appropriate federal and state
authorities, consistent with 45 CFR 164.502(j)(1).
§4. OBLIGATIONS OF COVERED ENTITY.
4.1 Covered Entity shall notify Business Associate of any limitation(s) of Covered Entity in its notice
of privacy practices in accordance with 45 CFR 164.520, to the extent that such limitation may
affect Business Associate’s use or disclosure of PHI.
4.2 Covered Entity shall notify Business Associate of any changes in or revocation of permission by
an Individual to use or disclose PHI, to the extent that such changes may affect Business
Associate’s use or disclosure of PHI.
4.3 Covered Entity shall use appropriate safeguards to maintain and ensure the confidentiality,
privacy and security of PHI transmitted to Business Associate pursuant to this Agreement, the
Contract, and the Privacy Rule, until such PHI is received by Business Associate, pursuant to any
specifications set forth in any attachment to the Contract.
4.4 Covered Entity shall manage all users of the services including its qualified access, password
restrictions, inactivity timeouts, downloads, and its ability to download and otherwise process PHI.
4.5 The Parties acknowledge that Covered Entity owns and controls its data.
4.6 Covered Entity shall provide Business Associate with a copy of its notice of privacy practices
produced in accordance with 45 CFR Section 164.520, as well as any subsequent changes or
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 Section 5, upon termination of this Agreement or the Contract, for any
reason, Business Associate shall return or destroy (at Covered Entity’s request) all PHI received
from Covered Entity or created or received by Business Associate on behalf of Covered Entity.
This provision shall apply to PHI that is in the possession of subcontractors or agents of Business
Associate. Business Associate shall retain no copies of PHI.
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5.2 If Business Associate determines that returning or destroying the PHI is infeasible, Business
Associate shall provide to Covered Entity written notification of the conditions that make return
or destruction infeasible. Upon receipt of written notification that return, or destruction of PHI
is infeasible, Business Associate shall extend the protections of this Agreement to such PHI and
shall limit further uses and disclosures of such PHI to those purposes that make the return or
destruction infeasible, for so long as Business Associate maintains such PHI, which shall be for a
period of at least six (6) years.
§6 MISCELLANEOUS.
6.1 This Agreement is effective when the Contract is executed or when Business Associate becomes
a Business Associate of Covered Entity and both Parties sign this Agreement, if later. However,
certain provisions have special effective dates, as set forth herein or as set forth in HIPAA or the
HITECH Amendment.
6.2 Regulatory References. A reference in this Agreement to a section in the Privacy Rule or
Security Rule means the section as in effect or as amended.
6.3 Amendment. The Parties agree to take action to amend this Agreement as necessary for
Covered Entity to comply with the Privacy and Security requirements of HIPAA. If the Business
Associate refuses to sign such an amendment, this Agreement shall automatically terminate.
6.4 Survival. The respective rights and obligations of Business Associate and Covered Entity under
this Agreement shall survive the termination of this Agreement and/or the Contract.
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EXHIBIT III
REQUIREMENTS FOR CONTRACTORS WITH ACCESS TO COUNTY PII
(Personally Identifiable Information)
Exhibit III governs the requirements for Contractors with Access to Personally Identifiable Information (PII).
1. DEFINITIONS
1.1 Security Breach means the unauthorized access, acquisition, theft, 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 permitted 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 mitigate, to the extent practicable, any harmful effect known to Contractor of
the use or disclosure of PII in violation of law or this Contract.
2.4 If Contractor discovers a Security Breach, Contractor shall notify 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 notification to the County shall include the following: (a) describe the Security Breach in
general terms; (b) describe the type of personal information that is the subject of the Security
Breach; (c) identify 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 prevent
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additional Security Breaches; and (e) provide any other available information in Contractor or
subcontractor’s possession that may be necessary to comply with Security Breach notification
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
recreating 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 Justice Information Security)
Exhibit IV governs the requirements for Contractors with Access to Criminal Justice Information
governed by the CJI Security Policy of the FBI.
1. Definitions
1.1 Criminal Justice Information (CJI) means data or information governed by the CJIS Security Policy.
1.2 Criminal Justice Information Services (CJIS) means the Criminal Justice Information Services, a
division in the Federal Bureau of Investigation (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 creation, viewing, modification, transmission, dissemination, storage,
and destruction of CJI. This Policy applies to every individual—contractor, private entity,
noncriminal justice agency representative, or member of a criminal justice entity—with access
to, or who operate in support of, criminal justice services and information.
2. Obligations
Contractor shall comply with the current version of the CJIS Security Policy, which may be
amended from time to time by the CJIS Advisory Policy Board of the FBI. A link to the current FBI
standards is available at: https://www.fbi.gov/services/cjis/cjis-security-policy-resource-center
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EXHIBIT V
FEDERALLY FUNDED CONTRACT REQUIREMENTS
Exhibit V sets forth additional provisions for all federally funded contracts. To the extent that this
Contract is funded, in whole or in part, by any federal award, the following provisions apply:
1. Termination. In addition to the termination rights set forth in Section 4 of this Contract, the
County may terminate this Contract, in whole or in part, for cause upon notice to Contractor if
Contractor breaches any duty or obligation in the Contract and fails to cure the breach, to the
County’s satisfaction, if applicable.
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 written
notice of the breach and a time period (not less than thirty (30) Days) to cure the breach. The
notice of breach and opportunity to cure do not apply in the following circumstances: (1) for
successive or repeated breaches; (2) if the County determines in its sole discretion that the
breach poses a serious and imminent threat to the health or safety of any person or the
imminent loss, damage, or destruction of any real or tangible personal property; or (3) if the
County terminates the Contract under this Section or Section A above. The effective date for
termination or cancellation shall be clearly stated in the written notice.
1.2 Termination Deemed for Convenience. If the County terminates the Contract for cause and it is
determined, for any reason, that Contractor was not in breach of Contract, then the termination
for cause shall be deemed a termination for convenience, effective as of the same date specified
in the notice of breach.
2. Contractor’s Obligations Upon Termination for Cause. If the Contract is terminated for cause, the
County may require Contractor to pay all costs incurred by the County in terminating the Contract,
including but not limited to, administrative costs, reasonable attorneys’ fees, court costs, and any
reasonable additional costs the County may incur to procure the Deliverables required by the
Contract from other sources. Re-procurement costs are not consequential, indirect or incidental
damages and cannot be excluded by any other terms included in 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 “Anti-Kickback” Act (40 U.S.C. 3145 et seq.), as supplemented by Department of
Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public
Work Financed in Whole or in Part by Loans or Grants from the United States”);
3.3 The Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708) as supplemented by
Department of Labor regulations (29 CFR Part 5);
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3.4 The requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations
and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,”
and any implementing regulations issued by the awarding agency;
3.5 All applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C.
7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387);
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 Anti-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, section 6002 of the Solid Waste Disposal Act, as amended, and 40 CFR Part 247.
3.9 The requirements of 2 CFR 200.216 (Prohibition on certain telecommunications and video
surveillance services or equipment).
3.10 The requirements of 2 CFR 200.322 (Domestic preferences for procurements).
3.11 The requirements and obligations imposed on contractors in 2 CFR Appendix II to Part 200
(Contract Provisions for Non-Federal Entity Contracts Under Federal Awards).
4. Debarment and Suspension. Contractor certifies that it is not listed on the government-wide
Excluded Parties List System in the System for Award Management (SAM). Contractor must
promptly notify the County, if Contractor is listed in SAM at any time during the term, renewal,
or extension of this Contract. If Contractor is listed in SAM, the County may terminate or cancel
this Contract, in whole or in part, immediately, upon notice to Contractor.
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 orientation, gender identity, or national origin. The Contractor
will take affirmative action to ensure that applicants are employed, and that employees are
treated during employment without regard to their race, color, religion, sex, sexual orientation,
gender identity, or national origin. Such action shall include, but not be limited to the following:
Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or
termination; rates of pay or other forms of compensation; and selection for training, including
apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and
applicants for employment, notices to be provided setting forth the provisions of this
nondiscrimination clause.
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5.2 The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of
the Contractor, state that all qualified applicants will receive considerations for employment
without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.
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 compensation 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 compensation
information of other employees or applicants as a part of such employee's essential job
functions discloses the compensation of such other employees or applicants to individuals who
do not otherwise have access to such information, unless such disclosure is in response to a
formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action,
including an investigation conducted by the employer, or is consistent with the contractor's legal
duty to furnish information.
5.4 The Contractor will send to each labor union or representative of workers with which he has a
collective bargaining agreement or other contract or understanding, a notice to be provided
advising the said labor union or workers’ representatives of the Contractor’s commitments
under this Section and shall post copies of the notice in conspicuous places available to
employees and applicants for employment.
5.5 The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965,
and of the rules, regulations, and relevant orders of the Secretary of Labor.
5.6 The Contractor will furnish all information and reports required by Executive Order 11246 of
September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant
thereto, and will permit access to his books, records, and accounts by the administering agency
and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules,
regulations, and orders.
5.7 In the event of the Contractor’s noncompliance with the nondiscrimination clauses of this
Contract or with any of the said rules, regulations, or orders, this Contract may be cancelled,
terminated, or suspended in whole or in part and the Contractor may be declared ineligible for
further Government contracts or federally assisted construction contracts in accordance with
procedures authorized in Executive Order 11246 of September 24, 1965, and such other
sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of
September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise
provided by law.
5.8 The Contractor will include the portion 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, regulations, or orders of the Secretary of Labor issued pursuant to section
204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding
upon each subcontractor or vendor. The Contractor will take such action with respect to any
subcontract or purchase order as the administering agency may direct as a means of enforcing
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such provisions, including sanctions for noncompliance: Provided, however, that in the event a
Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor
as a result of such direction by the administering agency the Contractor may request the United
States to enter into such litigation to protect the interests of the United States.
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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:
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): (hereinafter “Company”) under Contract #: ,
and
•At all times during my assignment at Oakland County, I will remain an employee or
subcontractor of the Company
•I am not an employee of Oakland County; and,
•I may not represent myself as an employee of Oakland County.
I understand that:
•Company is responsible for establishing the conditions of my assignment to Oakland County;
and
•Company is solely responsible for compensating me for my services; and
•I understand and agree that as an employee or subcontractor of Company, I am not eligible to
participate in or accrue any benefits under any of Oakland County’s employee benefits or benefit
plans, including retirement, deferred compensation, insurance (including without limitation: health,
disability dental and life insurance), vacation pay, and any other similar plans and programs. However,
if I am a retired County employee, I may receive vested post-employment benefits such as retiree
healthcare and pension benefits from Oakland County. I understand that the post-retirement benefits
I receive from the County cannot be enhanced by my work for the above 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 Communications and Use of Technology Policy.
•I will comply with and sign the FBI Criminal Justice Information Services Security Addendum if
I will have access to CJIS Data.
Signed: Date:
Print Name:
Witness: Date:
Print Name:
*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
A. General Scope of Work to be Performed
The Contractor shall perform professional audit services as required by the Board of Commissioners, its
Finance Committee and Audit Subcommittee in the fulfillment of their audit responsibilities as detailed in
PA 139 of 1973.
The Contractor shall provide a full scope audit for a annual comprehensive financial report and shall express
an opinion on the fair presentation of its basic financial statements in conformity with generally accepted
accounting principles in the United States.
The Contractor shall express an opinion on the fair presentation of the County's combined individual fund
and account group financial statements and schedules in conformity with generally accepted accounting
principles. The Contractor is not required to audit the supporting schedules contained in the annual
comprehensive financial report. The Contractor shall provide an “in-relation-to” opinion on the supporting
schedules based on the auditing procedures applied during the audit of the general-purpose financial
statements and the combining and individual fund financial statements and schedules. The Contractor is not
required to audit the statistical section of the annual comprehensive financial report.
The Contractor shall be responsible for performing certain limited procedures involving required
supplementary information required by the Governmental Accounting Standards Board as mandated by
generally accepted auditing standards. Also, the Contractor is required to perform all work in accordance
with professional standards and Federal grant requirements.
The Contractor shall perform necessary tests to reasonably assure departments and agencies are in
compliance with the policies adopted by the Oakland County Board of Commissioners, with particular
emphasis on the requirements of the Board’s General Appropriations Act resolution.
The County is responsible for the financial statements and federal awards being audited and the implicit and
explicit representations and assertions regarding the recognition, measurement, presentation, and disclosure
of information therein. During the course of the audit, Contractor will request information and explanations
from the County’s officers, management, and other personnel regarding accounting and financial matters,
including information regarding internal controls, operations, future plans, and the nature and purpose of
specific transactions. The Contractor will also require that management make certain representations to the
Contractor in writing as a precondition to issuance of the Contractor’s report.
The Contractor’s audit procedures will be significantly affected by the representations and assertions the
Contractor receives from management and, accordingly, false representations could cause material error or
fraud to go undetected by the Contractor’s procedures. Accordingly, the County acknowledges and agrees
that it will instruct each person providing information, explanations, or representations to an auditor to
provide true and complete information, to the best of his or her knowledge and belief. It is also agreed that
any deliberate misrepresentation by any director, officer, or member of management, or any other person
acting under the direction thereof (“Client Personnel”), intended to influence, coerce, manipulate, or mislead
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the Contractor in the conduct of its audit of the financial statements will be considered a material breach of
this Contract.
The objective of Contractor’s audit is the expression of an opinion on the County’s financial statements as
specified herein. Contractor offers no guarantee, express or implied, that its opinion will be unmodified or
that it will be able to form an opinion about these financial statements in the event that the County’s internal
controls or accounting and financial records prove to be unreliable or otherwise not auditable. If Contractor’s
opinion is to be modified, Contractor will discuss the reasons with the County management in advance of
the issuance of its audit report. If, for any reason, the Contractor is prevented from completing its audit or is
unable to form an opinion on these financial statements, the Contractor may terminate the engagement and
decline to issue a report.
The Contractor shall report their findings as required by law, accounting standards and Oakland County
policies to appropriate officials. The Contractor shall attend meetings of the Audit Subcommittee of the
Board of Commissioners as required by auditing standards to keep members apprised of audit progress,
results and significant findings.
B. Auditing Standards to be Followed
The Contractor’s audit of the financial statements will be conducted in accordance with auditing standards
generally accepted in the United States of America (GAAS) and Government Auditing Standards, issued by
the Comptroller General of the United States, and will include examination, on a test basis, of evidence
supporting the amounts and disclosures in the County’s financial statements specified herein. An audit also
includes evaluating the appropriateness of accounting policies used and the reasonableness of significant
accounting estimates made by management, as well as evaluating the overall presentation of the financial
statements. An audit in accordance with GAAS involves judgment about the number of transactions to be
tested and the overall approach to testing in each area. As a result, the Contractor’s audit can only be designed
to provide reasonable rather than absolute assurance that these financial statements are free from material
misstatement. In addition, an audit in accordance with GAAS is not designed to detect errors or fraud that
are immaterial to the financial statements. Because of the inherent limitations of an audit, together with the
inherent limitations of internal control, an unavoidable risk that some material misstatements may not be
detected always exists, even in an audit properly planned and performed in accordance with GAAS. In
recognition of these limitations, the County acknowledges that the Contractor’s audit cannot guarantee that
all instances of error or fraud will be identified.
Under Government Auditing Standards, the Contractor will make some assessments of County’s compliance
with laws, regulations, and contract provisions. While those assessments will not be sufficient to identify all
noncompliance with applicable laws, regulations, and contract provisions, the Contractor will communicate
all noncompliance conditions that come to the Contractor’s attention to the Audit Subcommittee, the Finance
Committee and/or the Board of Commissioners.
The Contractor’s audit of the County’s federal awards will be made in accordance with auditing standards
generally accepted in the United States of America; the standards applicable for financial audits contained
in Government Auditing Standards, issued by the Comptroller General of the United States; and the audit
requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements,
Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance), and any other applicable
standards established by State Department of Treasury and any applicable Michigan Public Acts.
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Management is responsible for corrective action on all audit findings, including preparation of a schedule of
prior audit findings and corrective action plans, if necessary.
In accordance with Government Auditing Standards, a copy of the Contractor’s most recent peer review
report is included as an attachment to this Contract and the Contractor shall provide the County within thirty
(30) days a new peer review of the Contractor.
C. Reports to be Issued
Following the completion of the audit of the fiscal year’s financial statements, the Contractor shall issue:
1. A report on the fair presentation of the financial statements in conformity with generally
accepted accounting principles, including an opinion on the fair presentation of the
supplementary Schedule of Federal Financial Assistance awards “in-relation-to” the audited
financial statements.
2. A report on compliance and internal control over financial reporting based on an audit of
the financial statements.
3. A report on compliance and internal control over compliance applicable to each major
federal program.
In the required reports on compliance and internal controls, the Contractor shall communicate any reportable
conditions found during the audit. A reportable condition shall be defined as a significant deficiency in the
design or operation of the internal control structure, which could adversely affect the organization’s ability
to record, process, summarize and report financial data consistent with the assertions of management in the
financial statements.
Reportable conditions that are also material weaknesses shall be identified as such in the report. Non-
reportable conditions discovered by the Contractor shall be reported in a separate letter to management and
the Audit Subcommittee, which shall be referred to in the reports on compliance and internal controls.
The Contractor’s report on the financial statements must be associated only with the financial statements
that were the subject of this audit engagement. The County may make copies of the audit report, but only if
the entire financial statements (including related footnotes and supplemental information, as appropriate) are
reproduced and distributed with that report. The County agrees not to reproduce or associate the Contractor’s
audit report with any other financial statements, or portions thereof, that are not the subject of this
engagement.
If the Contractor’s report on the financial statements being audited is to be published in any manner or if the
County intends to make reference to the Contractor in a publication of any type, the County agrees to submit
proofs of the publication to the Contractor for review prior to such publication and cooperate with the
Contractor in the Contractor’s performance of any additional audit procedures the Contractor deems
necessary in the circumstances, the nature and extent of which will be at the Contractor’s sole discretion.
With regard to the electronic dissemination of audited financial statements, including financial statements
published electronically on the County’s Internet website, the County understands that electronic sites are a
means to distribute information and, therefore, the Contractor is not required to read the information
contained in these sites or to consider the consistency of other information in the electronic site with the
original document.
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The report on compliance and internal controls shall include all material instances of noncompliance. All
nonmaterial instances of noncompliance shall be reported in a separate management letter, which shall be
referred to in the report on compliance and internal controls.
D. Fraud, Noncompliance, and Abusive Acts.
In accordance with Government Auditing Standards, the Contractor shall be required to make an immediate,
written report of all fraud, noncompliance, or abuse that is material to the financial statements and of which
they become aware to the following parties:
•Audit Subcommittee, Finance Committee, Board of Commissioners
•County Executive
In certain situations, Government Auditing Standards require disclosure of instances of known or likely
fraud, noncompliance, or abuse directly to applicable governmental agencies. If such acts are detected during
the Contractor’s audit, the Contractor will make required disclosures regarding these acts to applicable
government agencies.
E. Reporting to the Audit Subcommittee.
The Contractor will inform the County’s Audit Subcommittee in writing for each of the following:
1. The Contractor’s responsibility under generally accepted auditing standards
2. Planned scope and timing of the audit
3. Significant accounting policies
4. Management judgements and accounting estimates
5. Significant audit adjustments
6. Other information in documents containing audited financial statements
7. Disagreements with management
8. Management consultation with other accountants
9. Issues discussed with management prior to working papers retention
10. Difficulties encountered in performing the audit
The Contractor may be requested to provide additional information at the discretion of the Audit
Subcommittee, the Finance Committee and/or the Board of Commissioners. The Contractor may be
requested to present their findings to the Audit Subcommittee, the Finance Committee and/or the Board of
Commissioners.
Official communications to the Audit Subcommittee, the Finance Committee and the Board of
Commissioners must be coordinated through the administrative staff of the Board of Commissioners.
The Contractor will recommend adjustments to the County’s accounting records that the Contractor believes
are appropriate. The County’s management is responsible for adjusting the County’s accounting records and
financial statements to correct material misstatements and for affirming to the Contractor in writing that the
effects of any unrecorded adjustments identified during the Contractor’s audit are immaterial, both
individually and in the aggregate, to the County’s financial statements specified in this agreement.
F. Special Considerations
1. The County will send its annual comprehensive financial report to the Government Finance
Officers Association of the United States and Canada for review in its Certificate of
Achievement for Excellence in Financial Reporting program. The Contractor will be
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required to provide special assistance to the County to meet the requirements of that
program.
2. The County currently anticipates it will prepare one or more official statements in
connection with the sale of debt securities, which will contain the general purpose financial
statements and the Contractor’s report thereon. The Contractor shall be required, if
requested by the municipal advisor and/or the underwriter, to issue a “consent and citation
of expertise” as the Contractor and any necessary “comfort letters.” Contractor
acknowledges and agrees that it will perform additional procedures in connection with the
County issuing debt securities, when deemed appropriate by the Contractor’s professional
standards, at no additional cost to the County.
3. The County has determined the U.S. Department of Housing and Urban Development will
function as the cognizant agency in accordance with the provisions of the Single Audit Act
of 1984 (as most recently amended) and U.S. Office of Management and Budget (OMB) 2
CFR Part 200 Subpart F, Audits Requirements.
4. The Schedule of Federal Financial Assistance and related Contractor’s report, as well as the
reports on the internal control structure and compliance are not to be included in the annual
comprehensive financial report, but are to be issued separately.
5. The Contractor is responsible to electronically submit the annual audit to the Michigan
Department of Treasury as required by State law and Administrative rules promulgated by
the State Department of Treasury.
G. Working Paper Retention and Access to Working Papers
All working papers and reports must be retained, at the Contractor’s expense, for a minimum of three (3)
years, unless the Contractor is notified in writing by the County of the need to extend the retention
period. The Contractor will be required to make working papers available, upon request and at Contractor’s
reasonable discretion, to the following parties or their designees:
County of Oakland
U.S. Department of Housing and Urban Development
U.S. General Accounting Office (GAO)
Parties designated by the federal or state governments or by the County as part of an audit quality review
process
Auditors of entities of which the County is a sub-recipient of grant funds
In addition, the Contractor shall respond to reasonable inquiries of successor contractors and, in its
reasonable discretion and subject to the execution of a customary workpaper access agreement, allow
successor contractors to review working papers relating to matters of continuing accounting significance.
H. Timing Requirements
1. Date Audit May Commence as of the Effective Date
The County agrees that it is responsible for providing the Contractor with accounting and
financial records that are closed, complete, accurate, and in conformity with the
requirements of GAAP, for providing schedules and analyses of accounts that the Contractor
requests, and for making all County financial records and related information available to
the Contractor for purposes of the Contractor’s audit. The County will have records ready
for audit and all management personnel available to meet with the Contractor's personnel as
early as the Effective Date.
2. A schedule for each Fiscal Year audit which shall contain the following milestones:
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2.1 Interim work
2.2 Detailed audit plan
2.3 Fieldwork
2.4 Draft reports
2.5 Other? Final report
Entrance Conferences, Progress Reporting and Exit Conferences required for the Contractor's participation.
At a minimum, the following conferences should be held by the dates indicated on the schedule:
1. Entrance conference with the County’s Chief Financial Officer, Deputy Chief Financial
Officer, Fiscal Officer, Fiscal Services Division, department heads, and Audit
Subcommittee members and/or Board of Commissioners staff. The purpose of this meeting
will be to discuss prior audit problems and interim work to be performed. This meeting will
also be used to establish overall liaison for the audit and to make arrangements for
workspace and other needs of the Contractor.
2. Progress conference with the County’s Chief Financial Officer, Deputy Chief Financial
Officer, Fiscal Officer (Management & Budget Director), Fiscal Services Division, and
Audit Subcommittee members and/or Board of Commissioners staff. The purpose of this
meeting will be to summarize the results of the preliminary review and to identify the key
internal controls or other matters to be tested. The audit plan is also to be presented and
discussed.
3. Exit conference with the County’s Chief Financial Officer, Deputy Chief Financial Officer,
Fiscal Officer (Management & Budget Director), Fiscal Services Division, department
heads, and Audit Subcommittee members and/or Board of Commissioners staff. The
purpose of this meeting will be to summarize the results of the fieldwork and to review
significant findings.
I. Final Report Due Dates
The Contractor shall prepare draft financial statements, including GASB 34 Statements, notes and all
required supplementary schedules (and statistical data) with a target date of January 20, 2025-2028. The
Contractor shall provide all recommendations, revisions and suggestions for improvement to the County’s
Fiscal Officer and Fiscal Services Division by February 20, 2025-2028. A revised report, including draft
Contractor’s report shall be delivered to the Audit Subcommittee by March 15, 2025-2028.
The County’s Fiscal Officer and Fiscal Services Division will complete the review of the draft report as
expeditiously as possible. It is not expected this process should exceed one week. During that period, the
Contractor should be available for any meetings that may be necessary to discuss the audit reports. Once all
issues for discussion are resolved, the final signed report shall be delivered to the Fiscal Services Officer
within five (5) working days. It is anticipated this process will be completed and the final comprehensive
report delivered by March 20, 2025-2028.
The final report with an additional thirty (30) copies should be delivered to the Chief Financial Officer, at
Executive Office Building, 2100 Pontiac Lake Road, Waterford, MI 48328.
The Contractor is also to supply an electronic copy of the audit in pdf format to the County’s Manager of
the Fiscal Services Division.
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The Contractor will electronically submit the audit and all appropriate forms to the Michigan Department of
Treasury by March 20, 2025-2028.
Other reports referred in Section II (D), particularly the management letter, shall be due before May 1, 20XX
of each year. The audit presentation by the Contractor to the Audit Subcommittee and or the Finance
Committee shall be done by May 1, 2025-2027 of each year.
The Contractor is to electronically submit the Single Audit to the Michigan Department of Treasury by June
20, 2025-2028 of each year.
J. Assistance to be Provided to the Contractor and Report Preparation
1. Fiscal Services Division
The Fiscal Services staff and responsible management personnel will be available during
the audit to assist the Contractor by providing information, documentation and
explanations. The Contractor is to prepare the audit confirmation letter templates.
2. Information Technology Assistance
Personnel familiar with the County’s financial/payroll/human resource system (Information
Technology, Fiscal Services, Purchasing, and Human Resources staff), or other applicable
systems if upgraded/replaced, will be available to provide systems documentation and
explanations. The Contractor will be provided reasonable computer time and the use of the
County computer hardware and software.
3. Corporation Counsel Assistance
4. Statements and Schedules to be Prepared by the Staff of the County
The staff of the County will prepare statements and schedules for the Contractor wherever
possible and appropriate.
5. Work Area, Telephones, Photocopying and FAX Machines
The County will provide the Contractor with reasonable workspace, desks and chairs. The
Contractor will also be provided with reasonable access to the Internet, telephone lines, and
photocopying facilities.
6. Report Preparation
Report preparation, editing and printing shall be the responsibility of the Contractor. All
final reports shall be printed on County letterhead and use County provided report covers.
Other than the items listed above, the County and Contractor shall work together providing any in-kind
services, which may be necessary to the successful completion of the contract.
6. Management Responsibilities Generally
County management is responsible for the preparation and fair presentation of these
financial statements, the schedule of federal awards, and the data collection form in
accordance with the applicable financial reporting framework, including compliance with
the requirements of accounting principles generally accepted in the United States of
America when required and the completeness and accuracy of the information presented
and disclosed therein. Management is also responsible for the capability and integrity of
County personnel responsible for County’s underlying accounting and financial records.
County personnel will provide the Contractor, in a timely and orderly manner, with access
to all information of which management is aware that is relevant to the preparation and fair
presentation of the financial statements, the schedule of federal awards, and the data
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collection form, such as records, documentation, and other matters and additional
information that the Contractor may request from management for the purpose of the audit.
This includes providing assistance and information the Contractor requests during the
course of its audit, including retrieval of records and preparation of schedules, analyses of
accounts, and confirmations. A written request for information to be provided will be
submitted under separate cover and supplemented by additional written and oral requests as
necessary during the course of the Contractor’s audit. In addition, the County will provide
the Contractor with all information in its possession that has a material impact on any
material transaction and that information will be complete, truthful, and accurate. The
County will allow the Contractor reasonable, but unrestricted access to personnel within the
County from whom the Contractor determines it necessary to obtain audit evidence.
Management is responsible for making all management decisions and performing all
management functions relating to the financial statements, supplementary financial
information, related notes, schedule of federal awards, and the data collection form.
Management accepts full responsibility for such decisions, even if the Contractor provides
advice as to the application of accounting principles or assists in drafting the financial
statements, supplementary financial information, related notes, schedule of federal awards,
or data collection form. Management is also ultimately responsible for the submission of
the data collection form to the Federal Audit Clearinghouse. Management will be required
to acknowledge in the management representation letter that it has reviewed and approved
the financial statements, supplementary financial information, and related notes prior to
their issuance and have accepted responsibility for the adequacy of the financial statements.
Management is responsible for the design and implementation of programs and controls to
prevent and detect fraud, and for informing the Contractor about all known or suspected
fraud affecting the County involving (a) management, (b) employees who have significant
roles in internal control, and (c) others where the fraud could have a material effect on the
financial statements. Management’s responsibilities include informing the Contractor of its
knowledge of any allegations of fraud or suspected fraud affecting the County received in
communications from employees, former employees, regulators, or others. In addition,
management is responsible for identifying and ensuring that the entity complies with
applicable laws and regulations.
The County is responsible for the design, implementation, and maintenance of internal
controls relevant to the preparation and fair presentation of financial statements that are free
from material misstatement, whether due to fraud or error, including controls established
for the purpose of preventing or detecting errors in financial reporting, preventing fraud or
misappropriation of assets, and identifying and complying with applicable laws and
regulations, including those applicable to federal awards, and with the provisions of
contracts and grant agreements. The Contractor, in making its risk assessments, will
consider internal control relevant to the County’s preparation and fair presentation of the
financial statements in order to design audit procedures that are appropriate in the
circumstances. The Contractor’s audit will not be designed to provide assurance on the
design or operating effectiveness of the County’s internal controls or to identify all
conditions that represent significant deficiencies in those internal controls. The Contractor
will communicate all significant deficiencies and material weaknesses in internal controls
OAKLAND COUNTY PURCHASING
CONTRACT NUMBER 010913
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relevant to the audit of the financial statements, instances of fraud, or misappropriation of
assets that come to the Contractor’s attention.
K. Cost Section
Fiscal Year 2024
STAFF LEVEL HOURS
HOURY
RATES TOTAL
Partners 220 $260 $57,200
Managers 330 200 66,000
Supervisors 500 135 67,500
Staff 800 105 84,000
Other ---
Total all-inclusive
maximum price:1,850 $ 274,700
Fiscal Year 2025
STAFF LEVEL HOURS
HOURY
RATES TOTAL
Partners 220 $ 280 $ 61,600
Managers 310 210 65,100
Supervisors 490 145 71,050
Staff 780 110 85,800
Other ---
Total all-inclusive
maximum price: 1,800 $ 283,550
OAKLAND COUNTY PURCHASING
CONTRACT NUMBER 010913
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Fiscal Year 2026
STAFF LEVEL HOURS
HOURY
RATES TOTAL
Partners 220 $ 285 $ 62,700
Managers 310 215 66,650
Supervisors 490 150 73,500
Staff 780 115 89,700
Other ---
Total all-inclusive
maximum price: 1,800 $ 292,550
Fiscal Year 2027
STAFF LEVEL HOURS
HOURY RATES
TOTAL
Partners 220 $ 295 $ 64,900
Managers 310 220 68,200
Supervisors 490 155 75,950
Staff 780 120 93,600
Other ---
Total all-inclusive
maximum price: 1,800 $ 302,650
Fiscal Year 2028
STAFF LEVEL HOURS
HOURY
RATES TOTAL
Partners 220 $ 300 $ 66,000
Managers 310 225 69,750
Supervisors 490 160 78,400
Staff 780 125 97,500
Other ---
Total all-inclusive
maximum price: 1,800 $ 311,650
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CONTRACT NUMBER 010913
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If additional services are requested the services will be billed at the stated hourly rates for each fiscal year
listed. Any additional billable hours will be submitted and approved by the County’s contract administrator
prior to services being rendered.
The rates quoted assume that books, records, and all supporting schedules required will be prepared timely
and accurately by County staff.
The fee does not include any costs associated with assisting management in implementing any new
accounting standards, but does include providing the County with tools and implementation guides, when
applicable.
The County will not be charged for routine phone calls or consultation.
The County will not be charged for any travel time.
The County will be invoiced monthly as the work is performed. Invoices are payable within 30 days.
OAKLAND COUNTY PURCHASING
CONTRACT NUMBER 010913
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Rates for additional professional services
If it is necessary for the County to request the Contractor to render any additional services to either supplement the
services in this scope of work or to perform additional work as a result of the specific recommendations included in
any report issued on this engagement, then such additional work will be performed only if set forth in an addendum
to the Contract using the hourly rates listed in the tables above for that fiscal year.