Loading...
HomeMy WebLinkAboutResolutions - 2009.07.15 - 9782REPORT (MISC. #09137) BY: Human Resources Committee, Sue Ann Douglas, Chairperson IN RE: CIRCUIT COURT/FAMILY DIVISION — REQUEST FOR APPROVAL OF CONTRACT WITH A FORMER COUNTY EMPLOYEE To the Oakiand County Board of Commissioners Chairperson, Ladies and Gentlemen: The Human Resources Committee having reviewed the above referenced resolution on July 8, 2009 reports with the recommendation the resolution be adopted Chairperson. on behalf of the Human Resources Committee, I move the acceptance of the foregoing Report. HUMAN RESOURCES COMMITTEE July 15, 2009 MISCELLANEOUS RESOLUTION # 09137 BY Public Services, Jeff Potter Chairperson IN RE: CIRCUIT COURT/FAMILY DIVISION — REQUEST FOR APPROVAL OF CONTRACT WITH A FORMER COUNTY EMPLOYEE To the OakJana County Board of Commissioners Chairperson, Ladies and Gentlemen . WHEREAS toe Oakland County Board of Commissioners has autnorized ana recognized the value of professional services contracts with former county employees and established criteria for such arrangements in resolution #93300 to ensure the appropriate review and approval of such professional services contractual arrangements; and WHEREAS the Circuit Court's Psychological Clin c is in the process of being re-structured as part of the Court's FY2310 budget cuts; anti WHEREAS the Circuit Court's Psycnological Clinic will continue to have a need to perform various functions and seerces for the court which will now be performed on a contractual basis: and WHEREAS two of these services include, 1) coordinating and conaucting court-mandated adolescent anger reduction treatment groups for youth, and 2) coordinating aria conducting joint parenting groups for high-conflict, post divorce couples; and WHEREAS it has been determined by the Circuit Court that an effective way to manage these groups is through the use of Professional Service contracts with a local expert in the field: and WHEREAS the Court, in conjunction with the County's Purchasing Department. recently conducted a Request for Proposal to solicit proposals to perform these services; and WHEREAS James Windeli was the Psychologist selected to perform these services; and WHEREAS James Windell was a Court Clinical Psychologist for the Circuit Court's Psychological Clinic for approximately twenty (20) years as an employee: and WHEREAS the Circuit Court Family Division (Clinical Services Unit) is requesting a contract with James Windel from July 17, 2009 through juiy 10. 2010: and WHEREAS the cost for these two contracts are not to exceed $21,900 (High-Conflict Divorce Groups) and $30.600 (Adolescent Anger Reduction Groups) over the life of each contract and funding is included in the arcuit Courts Professional Services line item: and WHEREAS this contract is contingent upon final approval by Human Resources and Finance Committees because it involves a former County employee. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners approves the professional services contract between the County and psychologist James Windell. Chairperson. on behalf of the Public Services Committee. I move adoption of the foregoing resolution. PUBLIC SERVICES COMMITTEE Public Services Committee Vote: Motion carried unanimously on a roll call vote with Runestad absent I . OAKLAND COUNTY MICHIGAN wKP Circuit Court EVENT 000825 L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET PURCHASING DIVISION (HIPAA) PROFESSIONAL SERVICE CONTRACT NUMBER: 002544 Contract Expiration Date: July 16, 2010 Contract - NOT TO EXCEED AMOUNT S 21,900.00 This "Contract" is made between the COUNTY OF OAKLAND, a Michigan Constitutional Corporation, hereinafter called "County", and the "Contractor" as further described in the following Table. In this Contract, either Contractor or the County may also be referred to individually as a "Party" or jointly as the "Parties". COUNTY OF OAKLAND 2100 Pontiac Lake Road Waterford, MI 48328 (herein, the "County") JAMES 0 WINDELL James Wind ell 320 .14.111es Circle Royal Oak, MT 48062 Vendor ',D. No: 14020 (herein the "Contractor") This Contract is organized and divided into the following "Section" or "Sections" for the convenience of the Parties. SECTION 1. CONTRACT DOCUMENTS AND DEFINITIONS SECTION 2. CONTRACI YFEL L IVE DATE AND TERMINATION SECTION 3. SCOPE OF CONTRACTOR'S SERVICES SECTION 4. COI.NTY PAYMENT OBLIGATION FOR CONTRACTOR'S SERVICES SECTION 5. CONTRACTOR ASSURANCES AND WARRANTIES SECTION 6. CONTRACTOR PROVIDED INSURANCE AND INDEMNIFICATION SECTION 7. GENERAL TERMS AND CONDITIONS OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION (HIPAA) PROFESSIONAL SERVICES CONTRACT NUMBER 002544 Page I 1,Z%/ 20013105/30 cOAKLANIii- COUNTY MICHIGAN L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION In consideration of the mutual promises, obligations, representations, and assurances in this Contract, the Parties agree to the following: §1. CONTRACT DOCUMENTS AND DEFINITIONS The following words and expressions when printed with the first letter capitalized as shown herein, whether used in the singular or plural, possessive or non-possessive, and/or either wi:hirt or without quotation marks, shall be defined and interpreted as follows: 1.1, "Contractor Employee" means without limitation, any employees, officers, directors, members, managers, trustees. volunteers, attorneys, and representatives of Contractor, and also includes any Contractor licensees, concessionaires, contractors, subcontractors, independent contractors, contractor's suppliers, subsidiaries, joint ventures or partners, and/or any such persons, successors or predecessors, employees, (whether such persons act or acted in their personal, representative or official capacities), and/or any and all persons acting by, through, under, or in concert with any of the above. "Contractor Employee" shall also include any person who was a Contractor Employee at anytime during the term of this contract but, for any reason, is no longer employed, appointed, or elected in that capacity. 1.2. "Claims" means any alleged losses, claims, complaints, demands for relief or damages, suits, causes of action, proceedings, judgements, deficiencies, liability. penalties, litigation, costs, and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees. court costs, investigation expenses, litigation expenses, amounts paid in settlement, and/or other amounts or liabilities of any kind which are imposed on, incurred by, or asserted against the county, or for which the county may become legally and/or contractually obligated to pay or defend against, whether direct, indirect or consequential, whether based upon any alleged violation of the federal or the state constitution, any federal or state statute, rule, regulation, or any alleged violation of federal or state common law, whether any such claims are brought in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 1.3. "County" means the County of Oakland, a Municipal and Constitutional Corporation, its departments, divisions, authorities, boards, committees, and "County Agent" as defined below. 1.4. "County Agent" means all elected and appointed officials. directors, board members, council members, commissioners, employees, volunteers, representatives, and/or any such persons' successors (whether such person act or acted in their personal representative or official capacities), and/or any persons acting by, through, under, or in concert with any of them. "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 serving as an Agent. OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION (HIPAA) PROFESSIONAL SERVICES CONTRACT NUMBER 002544 REV 2X8/0513G Page 2 A OAKLAND; COUNTY MICHIGAN L BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION 1.5. "Day" means any calendar day, which shall begin at 12:00:01 a.m. and end at 11:59:59 p.m. 1,6. 'Contract Documents" This Contract includes and fully incorporates herein all of the following documents: 1.6,1. Exhibit I: Scope of Contractor's Services 1.6.2. Exhibit II: Contractor Insurance Requirements. 1.7. "Intellectual Property" means any developments, improvements, designs, innovation. and materials that may be the subject of a trademark/servicemark. copyright or patent, trade secrets or Proprietary Information. 1.8. "Proprietary Information" means ideas, concepts, inventions and processes related to the development and operation of computer software and systems such as source code, object code, security procedures and passwords. §2. _CONTRACT EFFECTIVE DATE AND TERMINATION 2.1. The effective date of this Contract shall be as stated on the first page of this Contract, and unless otherwise terminated or canceled as provided below, it shall end at 11;59:59 p.m. on the "Contract Expiration Date" shown on the first page of this Contract, at which time this Contract expires without any further act or notice of either Party being required. The Parties are under no obligation to renew or extend this Contract after Contract Expiration Date. Notwithstanding the above, under no circumstances shall this Contract be effective and binding and no payments to the Contractor shall be due or owing for any Contractor services until and unless: 2.1.1. This Contract is signed by a Contractor Employee, legally authorized to bind the Contractor. 2.1.2. Any and all Contractor Certificates of Insurance and any other conditions precedent to the Contract have been submitted and accepted by the County. 2.1.3. This Contract is signed by an authorized agent of the Oakland County Purchasing Division, as provided for on the signature page of this Contract. who shall be the final signatory to this Contract, 2.2, The County may terminate and/or cancel this Contract (or any part thereof) at any time during the term, any renewal, or any extension of this Contract, upon ninety (90) days written notice to the Contractor, for any reason, including convenience without incurring obligation or penalty of any kind, Notwithstanding the above, if the County is being reimbursed for any cost or expenses incurred under this Contract by any third party, including any Federal, State or local governmental agency, and any such third party funding is terminated, the County may terminate, end or cancei OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION (HIPAA) PROFESSIONAL SERVICES CONTRACT NUMBER 002544 Page 3 REV 2098/05130 irOAKLANDW" COUNTY MICF-11GAN L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION this Contract immediately upon written notice to the Contractor. The effective date for termination or cancellation shall be clearly stated in the written notice. 2,3. The County's sole obligation in the event of termination is for payment for actual services rendered by the Contractor before the effective date of termination. Under no circumstances shall the County be liable for any future loss of income, profits. any consequential damages or any loss of business opportunities, revenues, or any other economic benefit Contractor may have realized but for the termination and/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. 2,4. Contractor may terminate and/or cancel this Contract (or any part thereof) at anytime upon one hundred and eighty days (180) days written notice to the County, if the County defaults in any obligation contained herein, and within the one hundred and eighty. days (180) notice period the County has failed or has not attempted to cure any such default. The effective date of termination and/or cancellation and the specific alleged default shall be clearly stated in the written notice. 2.5. Under no circumstances shall the County be obligated to pay the contractor for any Services rendered or Goods delivered which have not been invoiced, as required herein, within sixty (60) days of the date such Goods were actually delivered to the County or Services were actually rendered pursuant to this Contract. §3. SCOPE OF CONTRACTOR'S SERVICES 3.1. The Contractor shall perform all services identified and itemized in Exhibit I: "Scope of Contractors Services" which is attached hereto and incorporated and made part of this Contract. §4. COUNTY PAYMENT OBLIGATIONS FOR CONTRACTOR'S RF.RVITT.5 4.1. Except as otherwise expressly provided for in this Contract, the County's sole financial obligation to the Contractor for any Contractor services under this Contract shall be 4.1.t In no event, shall the County's amount due and owing the Contractor for any and all services rendered exceed the amount identified as the "NOT TO EXCEED AMOUNT" on the first page of this Contract. In the event the Contractor can reasonably foresee the total billings for its services will exceed this "NOT TO EXCEED AMOUNT", the Contractor shall provide the County with notice of this contingency at least fifteen (15) Days before this event. 4,1.2. No more than once a month, the Contractor shall submit an invoice to the County' which shall itemize all amounts due and/or owing by the County under this Contract, as the date of the invoice, The invoices shall be submitted in the form requested by the County. The County shall have no REV 2OG6/06/30 OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION (HIPAA) PROFESSIONAL SERVICES CONTRACT NUMBER 002544 Page 4 4 frOAKLANLL : COUNY MICHIGAN L. BROOKS PATfERSON.-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION obligation to make payment until a proper invoice of service is submitted. The County reserves the right to make partial payments on account of the amount due the Contractor as the work progresses. 4.2. Under no circumstances shall the County be responsible for any cost, fee, fine, penalty, or direct. indirect, special, incidental or consequential damages incurred or suffered by Contractor in connection with or resulting from the Contraetc(s providing any services under this Contract. 4,3. The County has the right to ottet any amounts due and owing to the Contractor should the County incur any cost associated with this Contract that is the obligations of Contractor under this Contract. This includes withholding payment in the amount of any County provided equipment, supplies or identification badges that are not returned by Contractor upon completion of the services provided under this Contract, 4.4. This Contract does not authorize any in-kind services by either Party, unless expressly provided herein. CONTRACTOR'S ASSURANCES AND WARRANTIES 5.1. Contractor certifies that all statements. assurances, records, and materials submitted to County in connection with securing this Contract have been truthful, complete and accurate in all respects. Contractor agrees and understands that any material false statement, representation or omission made in connection with its seeking or obtaining this Contract may be grounds for canceling or terminating this Contract and/or debarring the Contractor from future County contracts, The County's right to cancel this Contract as provided herein shall be in addition to any other rights the County has to terminate or cancel this Contract, 5.2. Service Warranty. Contractor warrants that all services performed hereunder will be performed in a manner that complies with all applicable laws, statutes, regulations, ordinances, and professional standards, 5.3. Business and Professional Licenses. The Contractor will obtain and maintain at all times during the term of this Contract all applicable business and professional licenses necessary to provide the contracted services. 5.4. Equipment and Supplies. The Contractor is responsibie tOr providing equipment and supplies not expressly required to be provided by the County herein. 5.5. Taxes. The Contractor shall pay, its own local, state and federal taxes, including without limitation, social security taxes, and unemployment compensation taxes. The County shall not be liable to or required to reimburse the Contractor for any federal, state and local taxes or tees of any kind. 5.6. Contractor's Incidental Expenses. Except as otherwise expressly provided in this Contract, the Contractor shall be solely responsible and liable for all costs and expenses incident to the performance of all services for the County including, but not OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION IHIPAA) PROFESSIONAL SERVICES CONTRACT NUMBER 002544 REV 2308/0540 g age 5 §5- OAKLANLi COUNTY MICHIGAN L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION limited to, any professional dues, association fees, license fees. fines, taxes, and penalties. 5.7. Contractor Employees. 5.7.1. Contractor shall employ and assign qualified Contractor Employees as necessary and appropriate to provide the services under this Contract. Contractor shall ensure all Contractor Employees have al: the necessary knowledge, skill, and qualifications necessary to perform the required services and possess any necessary licenses, permits, certificates, and governmental authorizations as may required by law. 5.7.2. 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 Employee 5.7.3. All Contractor Employees shall wear and display appropriate county- provided identification at all times while working on County premises. Contractor shall return all County provided identification upon completion of the last day of services provided under this Contract. 5.7.4. All Contractor Employees assigned to work under this Contract may, at the County's discretion, be subject to a security check and clearance by the County. 5.8. Contractor Employee-Related Expense. All Contractor Employees shall be employed at the Contractor's sole expense (including employment-related taxes and insurance) and the Contractor warrants that all Contractor Employees shall fully comply with and adheres to all of the terms of this Contract. Contractor shall be solely and completely liable for any and all applicable Contractor Employee's federal. state, or local payment withholdings or contributions and/or any and all Contractor Employee related pension or welfare benefits plan contribution under federal or state law. Contractor shall indemnify and hold the County harmless for all Claims against the County by any Contractor Employee, arising out of any contract for hire or employer-employee relationship between the Contractor and any Contractor Employee, including, but not limited to, Worker's Compensation, disability pay or other insurance of any kind. 5.9. Full Knowled.e of Service E gectation oil A 'II • g . Contractor warrants that before submitting its Proposal and/or entering into this Contract. it had a full opportunity to review the proposed services, and review all County' requirements and/or expectations under this Contract. The 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 all obligations under the Contract as specified herein. OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION (HIPAA) PROFESSIONAL SERVICES CONTRACT NUMBER 002544 REV 2008/05:30 Page 6 CAKLAND=W COUNTY MICHIGAN n•n•.•n••nn n•••10.0- L. BROOKS PA FTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION TVE 5.10. The Contractor's Relationship To The County Is That Of An 1ndendent Contractor. Nothing in this Contract is intended to establish an employer-employee relationship between the County and either the Contractor or any Contractor Employee. All Contractor Employees assigned to provide services under this Contract by the Contractor shall, in all cases, be deemed employees of the Contractor and not employees, agents or sub-contractors of the County. §6. CONTRACTOR PROVIDED INSURANCE ATV EN-DEN/UNIFICATION 6.1. Indemnification. 6.1.1. Contractor shall indemnify and hold the County harmless from any and all Claims which are incurred by or asserted against the County by any person or entity, alleged to have been caused or found to arise, from the acts. performances, errors, or omissions of Contractor or Contractor's Employees, including, without limitation, all Claims relating to injury or death of any person or damage to any property. 6.1.2. The indemnification rights contained in this Contract are in excess and over and above any valid and collectible insurance rights/policies. During the term of this Contract, if the validity or collectability of the Contractor's insurance is disputed by the insurance company, the Contractor shal: indemnify the County for all claims asserted against the County and if the insurance company prevails, the Contractor shall indemnify the County for uncollectable accounts, 6.1.3. Contractor shall have no rights against the County for any indemnification (e.g., contractual, equitable, or by implication), contribution, subrogation, and/or any other right to be reimbursed by the County except as expressly provided herein. 6.1.4. Contractor waives and releases all actions, liabilities, loss and damage including any subrogated rights it may have against the County based upon any Claim brought against the County suffered by a Contractor Employee. 6.2. Contractor Provided Insurance. 6,2.1. At all times during this Contract, Contractor shall obtain and maintain insurance according to the specifications indicated in Exhibit II. GENERAL TERMS AND CONTATIONS 7.1. Access To County Facilities. While the Contractor retains the right to perform services at any time, the Contractor must obtain prior permission by the County for access to County facilities after the County's regular business hours. OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION (HIPAA) PROFESSIONAL SERVICES CONTRACT NUMBER 002544 Page 7 REV 2308/05/3C L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION OAKLANDT COUNTY MICHIGAN 7.2. 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, 7.3. Survival of Terms and Conditions. The following terms and conditions shall survive and continue in full force beyond the termination and/or cancellation of this Contract (or any part thereof) until the terms and conditions are fully satisfied or expire by their very nature: "CONTRACTOR'S ASSURANCES AND WaliANTIES"; "CONTRACTOR PROVIDED INSURANCE AND NDEMNIFICATION": "Damage Clean Up To County Property and/or Premises"; "Audit": "Severabilitv"; "Governing Law/Consent To Jurisdiction And Venue"; and "Survival of Terms And Conditions". 7.4. County Right to Suspend Services. Upon written notice, the County may suspend performance of this Contract if Contractor has failed to comply with Federal, State, or Local laws, or any requirements contained in this Contract. The right to suspend services 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 services under this Section. 7.5. No Third Party Beneficiaries, Except as provided for the benefit of the Parties. this Contract does not and is not intended to create any obligation, duty, promise, contractual right or benefit, right to be indemnified, right to be subrogated to the Parties' rights in this Contract, and/or any other right, in favor of any other person or entity. 7.6. Compliance with Laws. Contractor shall comply with all federal, state, and local laws, statutes, ordinances, regulations, insurance policy requirements, and requirements applicable to its activities under this Contract. 7.7. Permits and Licenses. Contractor shall be responsible for obtaining and maintaining throughout the term of this Contract all licenses, permits, certificates, and governmental authorizations necessary to perform all of its obligations under this Contract and to conduct business under this Contract. Upon request by the County, Contractor shall furnish copies of any permit, license, certificate or governmental authorizations necessary to provide services under this Contract. 7.8. Discrimination. Contractor shall not discriminate against any employee or applicant for employment because of sex, race, religion, color, national origin, or handicap in violation of State and Federal law. OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION (HIPAA) PROFESSIONAL SERVICES CONTRACT NUMBER 002544 REV 200845/30 Page 8 c. !OAKLAND7 COUNTY MICHICAN L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION 7.8.1. Contractor shall promptly notify the County of any complaint or charge filed and/or determination by any Court or administrative agency of illegal discrimination by Contractor. 7.8.2. The County. in its discretion, may consider any illegal discrimination described above as a breach of this Contract and may terminate or cancel this Contract immediately with notice. 7.9. Reservation of Rights. This Contract does not, and is not intended to impair, divest, delegate, or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or immunity of the County. 7.10, Force Majeure. Notwithstanding any other term or provision of this Contract, neither Party shall be liable to the other for any failure of performance hereunder if such failure is due to any cause beyond the reasonable control of that Party and that Party cannot reasonably accommodate or mitigate the effects of any such cause. Such cause shall include, without limitation, acts of God, tire, explosion, vandalism, any iaw, order, regulation, direction, action, or request of the United States government or of any other government, national emergencies, insurrections, riots, wars, strikes, lockouts, work stoppages, or other labor difficulties. Reasonable notice shall be given to the affected Party of any such event. The Contractor is expected, through insurance or alternative temporary or emergency service arrangements, to continue its obligations under this contract in the event of a reasonably anticipated, insurable business risk such as business interruption and/or any insurable casualty or loss. 7.11. Conflict of Interest. Pursuant to Public Act 317 and 318 of 1968, as amended (MCI. 15.321, et seq.), no contracts shall be entered into between the County ., including all agencies and departments thereof, and any County Agent. To avoid any real or perceived conflict of interest, Contractor shall identify any Contractor Employee or relative of Contractor's Employees who are presently employed by the County. Contractor shall give the County notice if there are any County Agents or relatives of County Agents who are presently employed by Contractor. 7,12. Darna .c County Proertv and/or Contractor shall be responsible for any unexpected and/or unnecessary damage to any County property. its premises, or a County Agent that is caused by Contractor or Contractor's Employees, If damage occurs, Contractor shall make necessary repairs and/or replacements to the damaged property to the satisfaction of the County. If the damage cannot be completed to the County's satisfaction, Contractor shall reimburse the County the actual cost for repairing or replacing the damage property. The Contractor shall be responsible for assuring that all County and municipal sites are restored to their original condition. 7.13. Contractor Use of Confidential Information. The Contractor and/or Contractor Employees shall not reproduce, provide, disclose, or give access to Confidential OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION {HIPAA) PROFESSIONAL SERVICES CONTRACT NUMBER 002544 REV 2008/C5/30 Page 9 OAKLAND-- OAKLAND COUNTY COL \1-,-Y %:ICHICAN PURCHASING DIVISION Information to any third party, or to any Contractor Employee not having a legitimate need to know any such information and data, and shall not use the Confidential Information for any purpose other than performing its services under this Contract. Notwithstanding the foregoing, Contractor may disclose the Confidential Information if required by law, statute or other legal process; provided that Contractor (i) gives County prompt written notice of an impending disclosure, (ii) provides reasonable assistance to County in opposing or limiting the disclosure, and (iii) makes only such disclosure as is compelled or required. 7.13.1. This Contract imposes no obligation upon Contractor with respect to any Confidential Infbrmation which Contractor can establish by legally sufficient evidence: (i) was in the possession of, or was known by Contractor, prior to its receipt from the County, without an obligation to maintain its confidentiality; or (ii) is obtained by Contractor from a third party having the right to disclose it, without an obligation to keep such information confidential. 7.13.2. As used in this Contract, Confidential Information means all information that the County is required or permitted by law to keep confidential. 7.14. Contractor Use of County Licensed Software. In order for the Contractor to perform its services under this Contract, the County may permit Contractor or Contractor Employees to access certain copyrighted Software licensed to the County. Contractor or Contractor Employees shall not: transfer, remove, use, copy, or otherwise provide or make available any such copyrighted Software or Documentation to any other person or entity, for any purpose. without the prior written consent of the County andior the licensor. Furthermore, neither the Contractor nor Contractor Employee shall produce a source listing, decompile, disassemble, or otherwise reverse engineer any copyrighted Software. Neither the Contractor nor Contractor Employee shall use any copyrighted software contrary to the provisions of any applicable Software license agreement or state or federal law. 7.15. Grant Compliance. If any part of this Contract is supported or paid for with any state or federal funds granted to the County, the Contractor shall comply with all applicable grant requirements. 7.16. Project Managers. Each Party shall designate an employee or agent to act as a Project Manager. The Project Managers shall serve as a contact point for all matters related to the services to be performed under this Contract. The Contractor's Project Manager shall coordinate with the County's Project Manager, the Contractor shall provide the name and qualifications of its Project Manager and an alternate. 7.17. Contract Administrator. Each Party . may designate an employee or agent to act as Contract Administrator, The County's Contract Administrator shall be responsible for such activities as monitoring deliverables and funding addressing the quality of services provided by the Contractor, reviewing invoices and submitting requests to _ L. BROOKS PATTERSON-COUNTY EXECI L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION (HIPAA) PROFESSIONAL SERVICES CONTRACT NUMBER LIO2544 Pa g@ 10 REV 2005/05/30 groAKLAND=7- C01...-NTY ECHIGAN 11111n1 L. BROOKS PATT.ERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION the County's procurement authority for any contract modification in accordance with Section 7.27 of this Contract. 7.18. aspute Resolution. All disputes arising under or reiating to the execution, interpretation, performance, or nonperformance of this Contract involving or affecting the Parties may first be submitted to the respective Project Managers and Contract Administrators for possible resolution. The Project Managers and Contract Administrators may promptly meet and confer in an effort to resolve such dispute. If the Project Managers cannot resolve the dispute in five (5) business days, the dispute may be submitted to the signatories of this Contract or their successors in office. The signatories of this Contract may meet promptly and confer in an effort to resolve such dispute. 7,19. Access and Records, Contractor will maintain accurate books and records in connection with the services provided under this Contract for thitty-six (36) months after end of this Contract, and provide the County with reasonable access to such book and records. 7.20. Audit, Contractor shall allow the County's Auditing Division, or an independent auditor hired by the County, to perform contract compliance audits with the authority to access all pertinent records and interview any Contractor Fmployee throughout the term of this Contract. and for a period of three years after final payment. 7-20.1 Contractor shall explain any audit finding, questionable 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 the Contractor's response will be included in the final report. Failure by the Contractor to respond in writing within 30 business days shall be deemed acceptance of the draft audit report, and will be noted in the final report. 7.21. Delegation /Subcontraet/Assignment. Contractor shall not delegate, assign. or subcontract any obligations or rights under this Contract without the prior written consent of the County, 7.21.1. The rights and obligations under this Contract shall not be diminished in any manner by assignment, delegation or subcontract. 7.21.2. Any assignment, delegation, or subcontract by Contractor and approved by the County. must include a requirement that the assignee, delegee, or subcontractor will comply with the rights and obligations contained in this Contract. 7.21.3. The Contractor shall remain primarily liable for all work performed by any subcontractors. Contractor shall remain liable to the County for any REV 200n5/30 OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION (HIPAAy PROFESSIONAL SERVICES CONTRACT NUMBER 002544 Page IrOlmaANDr- COUNTY MICHIGAN L. BROOKS PATTERS ON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION obligations under the Contract not completely performed by any Contractor delegee or subcontrac:or, 7.21.4. Should a Subcontractor fail to provide the established level of service and response, the Contractor shall contract with another agency for these services in a timely manner. Any additional costs associated with securing a competent subcontractor shall be the sole responsibility of the Contractor. 7.21.5. This Contract cannot be sold. 7,21.6. In the event that a Petition in Bankruptcy is filed and there is an assignment of this Contract by a Court. the County may declare this Contract null and void. 7.22. Non Exclusive Contract. No provision in this Contract limits, or is intended to limit, in any way the 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, this Contract is a non-exclusive agreement and the County may freely engage other persons to perform the same work that the Contractor performs. Except as provided in this Contract, this Contract shall not be construed to guarantee the Contraetor or any Contractor Employee any number of fixed or certain number or quantity of hours or services to be rendered to the County. 7,23. No Implied Waiver. Absent a written waiver, no act, failure, or delay by a Parry to pursue or enforce any right or remedy under this Contract shall constitute a waiver of those rights with regard to any existing or subsequent breach of this Contract. No waiver of any term. condition, or provision of this Contract. whether by conduct or otherwise, in one or more instances, shall be deemed or construed as a continuing waiver of any term, condition, or provision of this Contract. No waiver by either Party shall subsequently affect its right to require strict performance of this Contract. 7.24, Severabilitv. If a court of competent jurisdiction finds a term, condition. or provision of this Contract to be illegal or invalid, then the term, condition, or provision shall be deemed severed from this Contract. All other terms, conditions, and provisions of this Contract shall remain in full force and effect. Notwithstanding the above, if Contractor's promise to indemnify or hold the County harmless is found iilegal 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. 7.25. Captions. The section and subsection numbers, captions, and any index to such sections and 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 modif , any substantive provisions of this contract. Any use of the singular or plural number, any reference to the male, female, or neuter genders, and any possessive or nonpossessive use in this contract shall be deemed the appropriate plurality, gender or possession as the context requires. REV 2008/05/30 OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION IHIPAA) PROFESSIONAL SERVICES CONTRACT NUMBER 002544 Page 12 OAKLAND L. BROOKS PATTERSON-COUNTY EXECUTIVE COUNTY MICHIGAN 7.26, Notices. Notices given under this Contract shall be in writing and shall either be personally delivered, sent by express delivery service. certified mail, or first class U.S. mail postage prepaid, and addressed to the person listed below. Notice will be deemed given when one of the following occur: (1) the date of actual receipt: (2) the next business day when notice is sent express delivery service or personal delivery; or (3) three days after mailing first class or certified U.S. mail. 7.26.1. If notice is sent to the Contractor, it shall be addressed to the address stated on the first page of this Contract. 7.26.2. if notice is sent to the County, it shall be addressed to the Contract Administrator stated on the signature page of this Contract, 7,26.3. Either Party may change the address or individual to which notice is sent by notifying the other party in writing of the change. 7.27. Contract Modifications or Amendments. Any modifications, amendments. recessions, waivers, or releases to this Contract must be in writing and agreed to by both Parties. Unless otherwise agreed, the modification, amendment, recession, waiver, or release shall be signed by an expressly authorized Contractor Employee and by the same person who signed the Contract for the County or other County Agent as authorized by the Oakland County Board of Commissioners. 7.28, Precedence of Documents. In the event of a conflict between the terms and conditions in any of the documents comprising this Contract, the conflict shall be resolved as follows: 7.28.1. The terms and conditions contained in this main Contract document shall prevail and take precedence over any allegedly conflicting provisions in all other Exhibits or documents. 7.29. Governing Laws/Consent to Jurisdiction and Venue. This Contract shall be governed, interpreted, and enforced by the laws of the State of Michigan. Except as otherwise required by law or court rule, any action brought to enforce, interpret, or decide any Claim arising under or related to this Contract shall be brought in the Sixth Judicial Circuit Court of the State of Michigan, the 50th District Court 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 emir_ 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 judgement obtained in such forum or taking action under this Contract to enforce such judgement in any appropriate jurisdiction. 7.30. Entire Contract, This Contract represents the entire Contract and understanding between the Parties. This Contract supercedes all other prior oral or writlen understandings, communications, agreements or Contracts between the Parties. The OAKLAND COUNTY PURCHASING DIVISION OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION (H1P4A) PROFESSIONAL SERVICES CONTRACT NUMBER 002544 Page 13 REV 2008/05/30 IrOAKLAND7- COUNTY MICH1GAN L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION language of this Contract shall be construed as a whole according to its fair meaning, and not construed strictly for or against any Party. 7.31 Contractor Obligation Under the Health Insurance Portability and Accountability Act of 1996, This Business Associate Provision. (hereinafter BAP) is entered into in order to comply with the requirements of the Health Insurance Portability and Accountabiilty Act of 1996 (HIPAA), and the attendant Regulations found at 45 CFR Sections 160 through 164 inclusive, Pursuant to this PSC, Contractor (referred to as Business Associate in HIPAA Regulations) provides services to and on behalf of the County. which services necessarily involve the access to, generation of, use of, and disclosure of Protected Health Information (PHI) in the possession of County that identifies individual patients and their health conditions. Accordingly, Contractor is a business Associate of County for the purposes of complying with HIPAA and the Privacy and Security Regulations. The County and Contractor agree to enter into this BAP in order for County to receive "satisfactory assurances" from Contractor as a pre-condition to permitting Contractor to access, generate, use or disclose PHI on its behalf or in the course of performing services to County. Furthermore, County and Contractor agree to enter into this BAP in order to comply with all the requirements of HIPAA and the Privacy Rule regarding Business Associates' use of PHI. 7.31.1 DEFINITIONS Terms used, but not otherwise defined in this BAP shall have the same meaning as those terms that are used and defined in 45 CFR in parts 160 through and including parts 164, and in particular 45 CFR 160.103 and 164.501, of the Privacy and Security Rules. 7.31.2 EXAMPLES OF SPECIFIC DEFINITIONS 7.31.2.1 Business Associate. "Business Associate" shall mean Contractor. 7.31.2.2 Covered Entity. "Covered Entity" shall mean Oakland County, Michigan. 7.3 L2.3 Individual. "Individuai" shall have the same meaning as the term "individual" in 45 CFR164.501 and shall include a person who qualifies as a personal representative in accordance with 45 CFR 164.502(g). REV 2008/05/30 OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET,PURCHASING DIVISION (HIPAA) PROFESSIONAL SERVICES CONTRACT NUMBER 002544 Page 14 OAKLANIi COUNTY N,IICHEGAN L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION 7.31.2.4 Privacy Rule. "Privacy Rule" shall mean the Standards for Privacy of Individually Identifiable Health information at 45 CTR part 160 and part 164, subparts A and E. 7.31.2.5 Protected Health Information. "Protected Health Information' shall have the same meaning as the term "protected health information" in 45 CFR 164.501, limited to the information created or received by Contractor from or on behalf of Covered Entity. 7.31.2.6 Required by Law. "Required by Law" shall have the same meaning as the term "required by law" in 45 CFR 164,501. 7.31.2.7 Secretary. "Secretary" shall mean the Secretary of the Department of Health and Human Services or his designee. 7.31.3 OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATT, 7.31.3.1 Contractor is authorized to access. generate, use or disclose Pill as necessary and appropriate to perform the services on behalf of and for County as described in Section 3 of the PSC and Exhibit I: Scope of Contractor's Services, appended to the PSC. 7.31.3.2 C:ontractor agrees to not use or disclose PHI other than as permitted or required by the BAP or as required by Law. 7.31_3.3 Contractor agrees to use appropriate safeguards to prevent use or disclosure of the PHI other than as provided for by this BAP. 7.31.3.4 Contractor agrees to cooperate with County and perform such activities as County may from time to time direct in order to mitigate, to the extent practicabie. any harmful effect that is known to Contractor or brought to Contractor's attention by County, of a use or disclosure of PHI by Contractor in violation of the requirements of this BAP. 7.31.3.5 Contractor agrees to report to County any use or disclosure of PHI in violation of this BAP. 7,31.3.6 Contractor agrees to ensure that any agent, including a subcontractor, to whom it provides PHI received from, or created or received by Contractor of behalf of County agrees to the same OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET,PURCHASING DIVISION {HIPAA) PROFESSIONAL SERVICES CONTRACT NUMBER 002544 REV 2008/05130 Page 15 ItOAKLAN = COUNTY M!CHICJAN L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION restrictions arid conditions that apply through this BAP to Contractor. 7.31.3.7 7.31.3.8 7.31.3.9 At the request of County, and in the time and manner designated by County, Contractor agrees to provide access to PHI in a Designated Record Set, to County or, as directed by County, to an Individual in order to meet the inspection and copying requirements under 45 CFR 164,524. Contractor agrees to make any amendment(s) to PHI in a Designated Record Set that County directs or agrees to pursuant to 45 CFR 164.526 at the request of County or an Individual, and in the time and manner designated by County. At the direction of County or the Secretary of DHHS, Contractor agrees to make internal practices, books, records, and policies and procedures relating to the use and disclosure of PHI received from, or created or received by Contractor of behalf of County available to the County, or to the Secretary, in a time and manner designated by the County or the Secretary, for purposes of the Secretary determining County's compliance with the Privacy Rule, 7.31.3.10 Contractor agrees to document all disclosures of PHI and information related to such disclosures as would be required for County to respond to a request by an Individual fix an accountinq of disclosures of PHI in accordance with 45 CFR 164.528. 7.31.3.11 Contractor agrees to provide to County or an Individual, in time and manner designated by County, information to permit County to respond to a request by an Individual for an accounting of disclosures of P1-IT in accordance with 45 CFR 164.528. 7.31.3.12 Contractor agrees to honor any restriction(s) on the use or disclosure of PHI that County agrees to, provided that County notifies Contractor of such restriction(s), unless the information is needed to provide emergency care or to comply with state or federal law. 7,31.3.13 Contractor shall require each member of its work force that has contact with PHI in the course of providing services to County to sign a statement indicating that the work force member has read this BAP, understands its terms and will abide by them, including OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION (HIPAA) PROFESSIONAL SERVICES CONTRACT NUMBER 002544 REV M13105/33 Page 16 OAKLAND • C 0 1...! N T v11 CUIGAN L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION without limitation, the obligation not to use cr disclose PHI except as necessary and appropriate to carry out the services beinr, performed by Contractor for or on behalf of County. Contractor will make such signed statements available to County upon request. 7.31.4 SECURITY REQUIREMENTS Contractor (including its agents and subcontractors), can only create, receive, maintain, or transmit Electronic Protected Health information (EPI-11) if it complies with the following requirements and Part 164 of 45 CFR: 7.31.4.1 implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the electronic protected health information that it creates, receives, maintains, or transmits on behalf of the covered entity as required by this subpart; 7.31.4.2 Any technology used to accomplish these requirements must be the equivalent of, and compatible with, the technology used by the County. 7.31.4.3 Ensure that any agent, including a subcontractor, to whom it provides such information agrees to implement reasonable and appropriate safeguards to protect it; 7.31.4.4 Report to the County any security incident of which it becomes aware. 7,31.4.5 County shall have the right to audit the Contractor and inspect the premises of Contractor to determine if there is compliance with these security requirements. 7.31.5 PERMITTED USES AND DISCI OSIIRELBY BUSINESS ASSOCIATE 7.31.5.1 Except as otherwise limited in this BAP, Contractor may use or disclose PHI to perform functions, activities, or services for, or on behalf of County as specified in the PSC, provided that such use or disclosure would not violate the Privacy Rule, if done by County, or the minimum necessary policies and procedures of the County. OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION (HIPAAI PROFESSIONAL SERVICES CONTRACT NUMBER 002544 REV 2008/05/30 Page 17 L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION OAKLAND,- COUNTY MICHIGAN 7.31.6 SPECIFIC USE AND DISCLOSURE PRO 7.31.6.1 Except as otherwise limited in this BAP, Contractor may use PHI for the proper management and administration of the Contractor or to carry out the legal responsibilities of the Contractor. 7.31.6.2 Except as otherwise limited in this BAP, Contractor may disclose PHI for the proper management and administration of the Contractor, provided that disclosures are required by law. or Contractor obtains reasonable assurances from the person to whom the information is disclosed that it wili remain confidential and used or further disclosed only as required by law or for the purpose for which it was disclosed to the person, and the person notifies the Contractor of any instances of which it is aware in which the confidentiality of the information has been breached. 7.31.6.3 Except as otherwise limited in this BAP. Contractor may use PHI to provide Data Aggregation services to County as permitted by 42 CFR 164.504(e)(2)(i)(B). 7.31.6,4 Contractor may use PHI to report violations of law to appropriate Federal and State authorities, consistent with 164.502(j)(1). 7.31.7 OBLIGATIONS OF COUNTY 7,31.7.1 County shall notify Contractor of any limitation(s) in its notice of privacy practices in accordance with 45 CFR 164.520, to the extent that such limitation may affect Contractor's use or disclosure of PHI. 7.31.7.2 County shall notify Contractor with any changes in, or revocation of permission by an Individual to use or disclose PHI, to the extent that such changes may affect Contractor's use or disclosure of PHI. 7,31.7.3 County shall notify Contractor of any restriction to the use o: disclosure of PHI that County has agreed to in accordance with 4! CFR 164.522, to the extent that such restriction may affect Contractor's use or disclosure of PHI. OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION {HIPAA) PROFESSIONAL SERVICES CONTRACT NUMBER 002544 REV 2008.+05/C Page 18 OAKLANLi C NTY MICHIGAN L BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION 7.31.8 PERMISSIBLE REQUESTS BY COUNTY 7.31.8,1 County shall not request Contractor to use or disclose PHI in any manner that would not be permissible under the Privacy Rule if done by County. 7.31,9 TERM AND TERMINATION 7.31.9.1 Term. The Term of this BAP shall be effective as of the day this PSC is accepted by County or the first day Contractor provides services covered under this PSC to County, whichever comes first, and shall terminate when all of the PHI provided by County to Contractor, or created or received by Contractor on behalf of County, is destroyed or returned to County, or, f it is infeasible to return or destroy PHI, protections are extended to such information, in accordance with the termination provisions of this Section. 7.31,9.2 Termination for Cause. Upon County's knowledge of a material breach by Contractor, County shall either: 7.31.9.3 Provide an opportunity for Contractor to cure the breach or end the violation and terminate this BAP and the OSC if Contractor does not cure the breach or end the violation within the time specified by County and to County's satisfaction. Or 7.31.9.4 Immediately terminate this BAP, and the PSC if Contractor has breached a material term of this BAP and cure is not possible. 7,31.9.5 If neither termination nor cure is feasible. County shall report the violation to the Secretary. 7.31.10 EFFECT OF TERMINATION 7.31,10.1 Except as provided in paragraph (2) of this section. upon termination of this BAP, for any reason, Contractor shall return or destroy all PI-H received from County. or created or received by Contractor on behalf of County, as directed by County. County shall have the sole authority to determine whether PHI shall be returned or destroyed, and shall have the sole authority to OAKLAND COUNTY DEPARTMENT or MANAGEMENT AND BUDGET-PURCHASING DIVISION IHIPAA) PROFESSIONAL SERVICES CONTRACT NUMBER 002544 REV 2008i05/3C Page 19 COUNTY !•,,IICHIGAN L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION establish the terms and conditions of such return or destruction. This provision shall apply to PI-II that is in the possession of subcontractors or agents of Contractor. Contractor shall retain no copies of the PHI. 7.31,10.2 In the event that Contractor determines that returning or destroying the PHI is infeasible. Contractor shall provide to County an explanation of the conditions that :nake return or destruction infeasible. Upon County's concurrence that return or destruction of PHI is infeasible, Contractor shall extend the protections of this BAP to such PHI and limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as Contractor maintains such Pei. 7.31.11 MISCELLANEOUS 7.31.11.1 Regulatory References. A reference in this BAP to a section in the Privacy Rule means the section as in effect or as amended. 7.31.11.2 Amendment. The Parties agree to take such action as is necessary to amend this BP from time to time as is necessary to comply with the requirements of the Privacy and Security Rules and the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, 7.31.11.3 Survival. The respective rights and obligations of Contractor under Section 7.9 of this BAP shall survive the termination of this BAP. 7.31.11.4 Confidentiality. Contractor agrees that the terms and conditions of this BAP shall be construed as a general confidentiality agreement that is binding upon Contractor even if it is determined that Contractor is not a Business Associate as that term is used in the Privacy Regulation. 7.31.11.5 Interpretation. Any ambiguity in this BAP shall be resolved to permit County to comply with the Privacy and Security Regulation. OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION 11-IIFAA) PROFESSIONAL SERVICES CONTRACT NUMBER 1:102544 REV 2005105133 Page 20 OAKLAND-w---- COUNTY MICHIGAN ....1••••n••n1-1. 1••n•1nMMIMO BY: DATE: John Cooperrider Circuit Court 1200 N Telegraph Rd Pontiac, MI 48341 L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION The undersigned executes this Contract on behalf of -Contractor and the County, and by doing so legally obligates and binds Contractor and the County to the terms and conditions of this Contract. FOR THE CONTRACTOR: appeared in person before me this day and executed this Contract on behalf of Contractor and acknowledged to me under oath that has taken all actions and secured any and all necessary approvals and authorizations and has the requisite authority from Contractor to fully and completely obligate and bind Contractor to the terms and conditions of this Contract and any and all other documents incorporated by reference and also acknowledged to me under oath having been provided with copies and having read and reviewed all Contract documents including all documents incorporated by reference. Subscribed and sworn to before me on this day of , 2009. Notary Public, State of Michigan, County My Commission Expires: Acting in the County of : FOR THE COUNTY: BY: DATE: Jack Sato Smith, Manager Oakland County Purchasing Division APPROVED AS TO SCOPE OF CONTRACTOR SERVICES: BY: DATE: OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION (HIPAA) PROFESSIONAL SERVICES CONTRACT NUMBER 002544 Page 21 REV 2008/CV30 n_rA 411110AKILANDI- COUNTY 'MICHIGAN L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION EXHIBIT I SCOPE OF CONTRACTOR'S SERVICES ADOLESCENT ANGER-REDUCTION TREATMENT GROUPS Coordinate and conduct court-mandated adolescent anger reduction treatment groups for youth in cooperation with the Psychological Clinic of the Oakland County Circuit Court - Family Division. Facilitation of the adolescent treatment groups involves processing referrals, assigning adolescents to groups, informing adolescents and their families about the groups, scheduling group meetings, leading groups, maintaining records of each group part:cipant, preparing weekly progress reports for each participant, attending weekly group sJpervision meetings, keeping the Court abreast cf non-compliance, preparing final reports for each group member, and answering questions for Court staff regarding groups and participants. GROUPS She I s ' k 11111 • u 1 • ER DECISIONS AND TO MANAGE THEIR ANGER IN WAYS. ThE PROGRAM MIII 12-WEEKS OF STRUCTURED GROUP A V • • ER UNDERSTAND AND CONTROL MANAGEMENT TEcHNI LIES MUST BE TAUGHT THROUGH A COMBINATION nF DISCuSCToNq DMACTICS, EXAMINATIONS, VIDEOS, AND ROLE-PLAYING. PAREN EILLaDjalaT_SE2aLC/IN.LA. L,4DER TO LEARN ABOUT THE PROGRAM R RO ND TI) i-nmp AND QUESTIONNAIRES. The Clinic& Psychologist is resoonsible for: 1. The timely completon of letters, memos, and reports concerning group participants. 2. Review of relevant court files, records, and materials. 3. Consultation with clients, judges, referees, Friend of the Court counselors, casework staff, and others. REV 2008/05/30 OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION (HIPAA) PROFESSIONAL SERVICES CONTRACT NUMBER 002544 Page 22 OAKLANDi COL:NTY MICHIGAN L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION 4. Preparaton of weekly and end-of-program reports for group participants. 5. Having an established place of business (the Court Clinical Psychologist may use office space at the court if available). 6. Preparation of ouestionnaires and forms usec in group; a group notebook for adolescents and for their parents. 7. Mileage and telephone costs accrued n the performance of group-related respons!briities. 8. Testfying in court as an expert witness (upon request) 9. Immediately notifying the County of any disciplinary action taken against you by the ces-ssTvg board. 1C. Cost of materiais and clerical support 11. Current Limited License to Practice (LLP) issued by the State of Michigan Department of Community Heatri The Circuit Court — Family Division is resnonsihip 1. Receiving referrals and assisting in scheduling/coordination of participants in groups. 2. Preparing intake packets on all group participants. 3. Provide space for group meetings and office space if available. Following is the fee schedule for contragasjalgislivgi Group Sessions (10-week): 5225.00 per 1.5 hour session Fxpert Testimony: 5150.00 per occurrence Estitri,"tecl usage: _groups at S225.00/g,rouTD, plus 2-expert testimony hearings at 5C.), 00/incid en t OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION 11-11PAA1 PROFESSIONAL SERVICES CONTRACT NUMBER 002544 REV 2008/05/Z10 Page 23 OAKLAND; COUNTY MICHIGAN L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION EXHIBIT II CONTRACTOR PROVIDED INSURANCE REOUIREMENTS At all times during any term of this Contract, (and in the case of any Professional Liability Insurance. fir a period of two years thereafter, should any such Professional Liability Insurance involve "tar coverage as described below), the C:ontractor shall provide and maintain, at its own expense, all insurance as set forth below. This Insurance shall protect the County against loss or Claims which may arise out of or result from the Contractor's performance of services under the terms of this Contract, whether such services are performed by the Contractor, their contractors or sub-contractors, or by anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable. The insurance shall be written for not less than any minimum coverage herein specified or required by law. whichever is ereater. All deductible or self-insured retentions for any of the required policies are subject to approval by the County. a. Commercial General Liability Insurance with the following as minimum limits: S1,000,000 - Each Occurrence Limit S1,000,000 — General Aggregate Limit—other than Products/Completed Operations 51,000,000 — Products/Completed Operations Aggregate Limit S1,000,000 - Personal & Advertising Injury Limit S 500,000 - Fire Damage Limit (Any One Fire) S 10,000 - Medical Expense (Any One Person) Commercial General Liability Insurance shall contain the following minimum coverages: Occurrence Form Broad Form Property Damage Premises/Operations Products and Completed Operations Libel and Slander Independent Contractors (Blanket) Broad Form Contractual (including coverage for obligation assumed in this contract) Persona: Injury — Contractual and Employee Exclusions Deleted b. Commercial Automobile Liability Insurance (including Michigan No-Fault) with a -minimum limit of S500,000 each occurrence covering liability arising out of any owned, hired, non-owned or borrowed automobile owned or used by the Vendor/Contractor, its contractors or sub-contractors, agents or employees. OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION (HIPAA1 PROFESSIONAL SERVICES CONTRACT NUMBER 002544 Page 24 REV 2008105/30 OAKLAND= COUNTY N-I:C1-11CiAN L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION c. Worker's Compensation Insurance —Coverage A: with limits statutorily required by any applicable Federal or State Law and Coverage B: Employers Liability Insurance with minimum limits of $100,000 each accident, $100.000 each employee by disease and $300,000 aggregate disease. This requirement is waived if vendor/contractor is a sole proprietor, has no employees, and as provided a signed and witnessed Oakland County Sole Proprietor Workers Compensation Release Form. d. Professional Liability Insurance with a minimum limit of S1,000,000 each claim and $2,000,000 aggregate to cover all damages from all acts. errors, or omissions from professional and consulting services from Vendor/Contractor, their contractors or sub- contractors, agents or employees. If coverage is written on a claims made basis, tail ;overage must be maintained for a period of two-years following the termination of this contract. The required coverage limits set forth above may be inetisatisfied with a combination of primary policies (and) an Umbrella or Excess Liability policy, providing the combined limits equal or exceed those stated, The primary policies must be specifically listed on the Umbrella or Excess Liability policy as underlying insurance. General Insurance Provisions: All certificates of insurance and insurance policies of the VendoriContractor, their contractors or sub-contractors shall contain the following, with evidence of same provided to the County: I ) AN policies of insurance shall be on a pritnary, non-contributory basis with any other insurance and;or self-insurance carried by the County of Oakland and County Agents. 2) All insurance policies, with the exception of Workers Compensation and Professional Liability andior Errors and Omissions Liability, shall be endorsed to name as Additional Insured's: The County of Oakland and County Agents. 3) All certificates are to provide thirty (30) days written notice of material change, non-renewal or cancellation. 4) Certificates of insurance must be provided no less than ten (10) working days before commencement of work and must bear evidence of all required endorsements and clauses. 5.) Al: poiicies, except where explicitly prohibited by the insurance carrier, must contain a written waiver of subrogation in favor of The County of Oakland and County Agents, unless the policy automatically grants to the named insured, waiver of insurance company subrogation rights. 6) All policies of insurance required in this contract shall be issued by companies that have been approved to do business in Michigan and shall have and shall maintain a minimum AM, Best rating of A6 or better. OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION (HIPAA) PROFESSIONAL SERVICES CONTRACT NUMBER 002544 Page 25 REV 2008105/30 WKP Circuit Court EVENT 000826 o COUNTY MICHIGAN L BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET PURCHASLNG DIVISION fIIIPAA) PROFESSIONAL SERVICE CONTRACT NITMIWR: 002543 Contract Expiration Date: Jury 16, 2010 Contract - NOT TO EXCEED AMOUNT 530,600.00 This "Contract" is made between the COUNTY OF OAKLAND, a Michigan Constitutional Corporation, -hereinafter called "County", and the "Contractor" as further described in the following 'Fable. In this Contract, either Contractor or the County may also be referred to individually as a "Party" or jointly as the "Parties". COUNTY OF OAKLAND 00 Pontiac Lake Road Waterford. MI 48328 (herein, the "County") JAMES 0 WINDELL James Windell 320 James Circle Royal Oak, MI 48062 Vendor I. D. No: 14020 (herein the 'Contractor") This Contract is organized and divided into the following "Section" or "Sections" for the convenience of the Parties. SECTION 1. CONTRACT DOCUMENTS AND DEFINITIONS SECTION 2, CONTRACT EFFECTIVE DATE AND TERMINATION SECTION 3. SCOPE OF CONTRACTORS SERVICES SECTION 4. COUNTY PAYMENT OBLIGATION FQIIRACTOR'S SERVICES SECTION 5. CONTRACTOR ASSURANCES AND WARRANTIES SECTION 6. CONTRACTOR PROVIDED INSURANCE AND,INDEVINIFICATION SECTION 7, GENERAL TERMS AND CONDITIONS OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION IHIPAA, PROFESSIONAL SERVICES CONTRACT NUMBER 2543 Page 1 REV 200EVO5i3C Illr0AihKLZkNEII COUNTY' MICHIGAN L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION In consideration of the mutual promises, obligations, representations, and assurances in this Contract, the Parties agree to the following: CONTRACT DOCUMENTS AND DEITIMIID . The following words and expressions when printed with the first letter capitalized as shown herein, whether used in the singular or plural, possessive or non-possessive, and/or either within or without quotation marks, shall be defined arid interpreted as follows: 1.1, "Contractor Employee" means without limitation, any employees, officers, directors, members, managers, trustees, volunteers, attorneys, and representatives of Contractor, and also includes any Contractor licensees, concessionaires, contractors, subcontractors, independent contractors, contractor's suppliers, subsidiaries, joint ventures or partners, and/or any such persons, successors or predecessors, employees, (whether such persons act or acted in their personal. representative or official capacities), and/or any and all persons acting by, through, under, or in concert with any of the above. "Contractor Employee" shall also include any person who was a Contractor Employee at anytime during the term of this contract but, for any reason, is no longer employed, appointed, or elected in that capacity. 1.2. "Claims" means any alleged losses, claims, complaints, demands for relief or damages, suits, causes of action, proceedings, judgements, deficiencies, liability, penalties, litigation, costs, and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation expenses, litigation expenses, amounts paid in settlement, and/or other amounts or liabilities of any kind which are imposed on, incurred by, or asserted against the county, or for which the county may become legally and/or contractually obligated to pay or defend against, whether direct, indirect or consequential, whether based upon any alleged violation of the federal or the state constitution, any federal or state statute, rule, regulation, or any alleged violation of federal or state common law, whether any such claims are brought in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 1.3. "County" means the County of Oakland, a Municipal and Constitutional Corporation, its departments, divisions, authorities, boards, committees, and "County Agent" as defined below. 1.4. "County Agent" means all elected and appointed officials, directors, board members, council members, commissioners, employees, volunteers, representatives, and/or any such persons' successors (whether such person act or acted in their personal representative or official capacities), and/or any persons acting by, through, under, or in concert with any of them. "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 serving as an Agent. REV 2oa8ic5;30 OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION IHIPAAI PROFESSIONAL SERVICES CONTRACT NUMBER 2543 Page 2 OAKLANIi COUNTY MICHIGAN L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION 13. "Day" means any calendar day, which shall begin at 12100:01 a.m. and end at 11:59:59 p.m. 1.6. "Contract Documents" This Contract includes and fully incorporates herein all of the following documents: 1.6.1. Exhibit!: Scope of Contractor's Services 1.6.2. Exhibit II; Contractor Insurance Requirements. 1.7. "Intellectual Property" means any developments, improvements, designs, innovation, and materials that may be the subject of a tradernarkiscrvicemark, copyright or patent, trade secrets or Proprietary Information. 1.8. "Proprietary Information" means ideas, concepts, inventions and processes related to the development and operation of computer software and systems such as source code, object code. security procedures and passwords. §2. CONTRACT EFFECTIVE DATE rii-ND TERMINATION 2.1. The effective date of this Contract shall be as stated on the first page of this Contract, and unless otherwise terminated or canceled as provided below, it shall end at 11:59:59 p.m. on the "Contract Expiration Date" shown on the first page of this Contract, at which time this Contract expires without any further act or notice of either Party being required. The Parties are under no obligation to renew or extend this Contract after Contract Expiration Date. Notwithstanding the above, under no circumstances shall this Contract be effective and binding and no payments to the Contractor shal: be due or owing for any Contractor services until and unless: 2.1.1. This Contract is signed by a Contractor Employee, legally authorized to bind the Contractor. 2.1.2. Any and all Contractor Certificates of Insurance and any other conditions precedent to the Contract have been submitted and accepted by the County. 2.1.3. This Contract is signed by an authorized agent of the Oakland County Purchasing Division, as provided for on the signature page of this Contract, who shall be the final signatory to this Contract. 2.2. The County may terminate and/or cancel this Contract (or any part thereof) at any time during the term, any renewal, or any extension of this Contract, upon ninety (90) days written notice to the Contractor, for any reason, including convenience without incurring obligation or penalty of any kind. Notwithstanding the above, if the County is being reimbursed for any cost or expenses incurred under this Contract by any third party, including any Federal, State or local governmental avency, and any such third party funding is terminated, the County may terminate, end or cancel OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION (HIPAA) PROFESSIONAL SERVICES CONTRACT NUMBER 2543 Page 3 REV 2008/05/30 CAKLAND,„ COUNTY MICHIGAN L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION this Contract immediately upon written notice to the Contractor. The effective date for termination or cancellation shall be clearly stated in the written notice. 2.3. The County's sole obligation in the event of termination is for payment for actual services rendered by the Contractor before the effective date of termination. Under no circumstances shall the County be liable for any future loss of income, profits, any consequential damages or any loss of business opportunities, revenues, or any other economic benefit Contractor may have realized but for the termination and/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. 2.4. Contractor may terminate and/or cancel this Contract (or any part thereof) at anytime upon one hundred and eighty days (180) days written notice to the County, if the County defaults in any obligation contained herein, and within the one hundred and eighty days (180) notice period the County has failed or has not attempted to cure any such default. The effective date of termination and/or cancellation and the specific alleged default shall be clearly stated in the written notice. 2.5. Under no circumstances shall the County be obligated to pay the contractor for any Services rendered or Goods delivered which have not been invoiced, as required herein, within sixty (60) days of the date such Goods were actually delivered to the County or Services were actually rendered pursuant to this Contract, §3. SCOPE OF CONTRACTOR'S SERVICES 3.1. The Contractor shall perform all services identified and itemized in Exhibit I: "Scope of Contractor's Services" which is attached hereto and incorporated and made part of this Contract. §4. COUNTY PAYMENT OBLIGATIONS FOR CONTRACTOR'S SERVICIN 4.1. Except as otherwise expressly provided for in this Contract, the County's sole financial obligation to the Contractor for any Contractor services under this Contract shall be: 4.1.1. In no event, shall the County's amount due and owing the Contractor for any and all services rendered exceed the amount identified as the "NOT TO EXCEED AMOUNT" on the first page of this Contract. In the event the Contractor can reasonably foresee the total billings for its services will exceed this NOT TO EXCEED AMOUNT", the Contractor shall provide the County with notice of this contingency at least fifteen (151 Days before this event. 4.1.2. No more than once a month, the Contractor shall submit an invoice to the County which shall itemize all amounts due and/or owing by the County under this Contract, as the date of the invoice. The invoices shall be submitted in the form requested by the County. The County shall have no OAKLAND GOUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION (HIPAA) PROFESSIONAL SERVICES CONTRACT NUMBER 2543 REV 2008)05/30 Page 4 1111bAKLAND7 COUNTY M:CHIGAN L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION obligation to make payment until a proper invoice of service is submitted. The County reserves the right to make parial payments on account of the amount due the Contractor as the work progresses, 4,2. Under no circumstances shall the County be responsible for any cost, fee, fine, penalty, or direct, indirect, special, incidental cr consequential damages incurred or suffered by Contractor in connection with or resulting from the Contractor's providing any services under this Contract. 4.3. The County has the right to offset any amounts due and owing to the Contractor should the County incur any cost associated with this Contract that is the obligations of Contractor under this Contract. This includes withholding payment in the amount of any County provided equipment, supplies or identification badges that are not returned by Contractor upon completion of the services provided under this Contract. 4.4. Th:s Contract does not authorize any in-kind services by either Party, unless expressly provided herein. §5 . CONTRACTOR'S ASSURANCES AND WARRANTIES 5.1. Contractor certifies that all statements, assurances, records, and materials submitted to County in connection with securing this Contract have been truthful, complete and accurate in all respects. Contractor agrees and understands that any material false statement, representation or omission made in connection with its seeking or obtaining this Contract may be 'grounds for canceling or terminating this Contract and/or debarring the Contractor from future County contracts. The County's right to cancel this Contract as provided herein shall be in addition to any other rights the County has to terminate or cancel this Contract. 5.2. Service Warranty. Contractor warrants that all services performed hereunder will be performed in a manner that complies with all applicable laws, statutes. regulations, ordinances, and professional standards. 5.3. Business and Professional Licenses. The Contractor will obtain and maintain at all times during the term of this Contract all applicable business and professional licenses necessary to provide the contracted services. 5.4. Ecuipment and Supplies. The Contractor is responsible for providing equipment and supplies not expressly required to be provided by the County herein. 5.5. Taxes. The Contractor shall pay, its own local, state and federal taxes, including without limitation, social security taxes, and unemployment compensation taxes. The County shall not be liable tc or required to reimburse the Contractor for any federal, state and local taxes or fees of any kind. 5.6. Contractor's Incidental Expenses. Except as otherwise expressly provided in this Contract, the Contractor shall be solely responsible and liable for all costs and expenses incident to the performance of all services for the County including, but not OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION (H1PAA) PROFESSIONAL SERVICES CONTRACT NUMBER 2543 REV 2008/05./30 Page 5 OAKLAND-4-w- COUNTY MICHIGAN L BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION limited to, any professional dues, association fees, license fees, fines. taxes. and penalties. 5.7. Contractor Employees, 5.7.1. Contractor shall employ and assign qualified Contractor Employees as necessary and appropriate to provide the services under this Contract. Contractor shall ensure all Contractor Employees have all the necessary knowledge, skill, and qualifications necessary to perform the required services and possess any necessary licenses, permits, certificates, and governmental authorizations as may required by law. 5.7.2. 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 Employee 5.7.3. Ail Contractor Employees shall wear and display appropriate county- provided identification at all times while working on County premises. Contractor shall return all County provided identification upon completion of the last day of services provided under this Contract. 5.7.4. All Contractor Employees assigned to work under this Contract may, at the County's discretion, be subject to a security check and clearance by the County. 5.8, Contractor Employee-Related Exnenses. All Contractor Employees shall be employed at the Contractor's sale expense (including employment-related taxes and insurance) and the Contractor warrants that all Contractor Employees shali fully comply with and adheres to all of the terms of this Contract, Contractor shall be solely and completely liable for any and all applicable Contractor Employee's federal, state. or local payment withholdings or contributions and/or any and all Contractor Employee related pension or welfare benefits plan contribution under federal or state law. Contractor shall indemnify and hold the County harmless for all Claims against the County by any Contractor Employee, arsing out of any contract for hire or employer-employee relationship between the Contractor and any Contractor Employee, including, but not limited to, Worker's Compensation. disability pay or other insurance of any kind. 5.9. Full Knowledge of Service Expectations and Aftendant Circumstances. Contractor warrants that before submitting its Proposal and/or entering into this Contract, it had a full opportunity to review the proposed services, and review all County requirements and/or expectations under this Contract. The 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 all obligations under the Contract as specified herein. OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUD3ET-PURCI1ASING DIVISION (HIPAA) PROFESSIONAL SERVICES CONTRACT NUMBER 2543 Page 6 REV 290.9,0513D L. BROOKS PATTERSON-COUNTY EXECUTIVE IlitOAKLANDw- OAKLAND COUNTY COUNTY MICKIGAN PURCHASING DIVISION 5.10. The Contractor's Relationship To The County Is That Of An Independent Contractor. Nothing in this Contract is intended to establish an employer-employee relationship between the County and either the Contractor or any Contractor Employee. All Contractor Employees assigned to provide services under this Contract by the Contractor snail, in all cases, be deemed employees of the Contractor and not employees, agents or sub-contractors of the County, §6. CONTRACTOR PROVIDED INSURANCE AND INDEMNIFICATION 6,1. Indemnification. 6,1.1. Contractor shall indemnify and hold the County harmless from any and all Claims which are incurred by or asserted against the County by any person or entity, alleged to have been caused or found to arise, from the acts, performances, errors, or omissions of Contractor or Contractor's Employees, including, without limitation, all Claims relating to injury or death of any person or damage to any property. 6.1.2. The indemnification rights contained in this Contract are in excess and over and above any valid and collectible insurance rights/policies. During the term of this Contract, if the validity or collectabiiity of the Contractor's insurance is disputed by the insurance company, the Contractor shall indemnify the County for all claims asserted against the County and if the insurance company prevails, the Contractor shall indemnify the County for uncollectable accounts. 6.1.3. Contractor shall have no rights against the County for any indemnification (e.2-., contractual, equitable, or by implication), contribution, subrogation. and/or any other right to be reimbursed by the County except as expressly provided herein. 6.1.4. Contractor waives and releases all actions, liabilities, loss and damage including any subrogated rights it may have against the County based upon any Claim brought against the County suffered by a Contractor Employee. 6.2. Contractor Provided Insurance. 6.2.1„Nt all times during this Contract, Contractor shall obtain and maintain insurance according to the specifications indieated in Exhibit II. §7. GENERAL TERMS AND CONDITIONS 7.1. Access To County Facilities. While the Contractor retains the right to perform services at any time, the Contractor must obtain prior permission by the County for access to County facilities after the County's regular business hours, REV 200M5/30 OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION (HIPAA) PROFESSIONAL SERVICES CONTRACT NUMBER 2543 Page 7 giro `--- COL'N7Y MICHIGAN L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION 7.2. Cumulative Remedies, A Parry's exercise of any remedy shalt 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 he exercised and in which order. 7.3. Survival of Terms and Conditions. The following terms and conditions shall survive and continue in full force beyond the termination and/or cancellation of this Contract (or any part thereon until the terms and conditions are fully satisfied or expire by their very nature; 'CONTRACTOR'S ASSURANCES AND WARRANTIES': "CONTR.ACTOR PROVIDED INSURANCE AND INDEMNIFICATION"; 'Dge Clean Upio County Property and/or Premises"; "Audit"; "Severability": "Governing Law/Consent To Jurisdiction A41:1 Venue"; and "Survival of Terms And Conditions". 7.4. County Riaht to Suspend Services. Upon written notice, the County may suspend performance of this Contract if Contractor has failed to comply with Federal, State, or Local laws, or any requirements contained in this Contract. The right to suspend services 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 services under this Section. 7.5. No Third Party Beneficiaries. Except as provided for the benefit of the Parties, this Contract does not and is not intended to create any obligation, duty, promise, contractual right or benefit, right to be indemnified, right to be subrogated to the Parties rights in this Contract, and/or any other right, in favor of any other person or entity. 7,6. Compliance with Laws. Contractor shall comply with all federal, state, and local laws, statutes, ordinances, regulations, insurance policy requirements, and requirements applicable to its activities under this Contract. 7.7. Permits and Licenses. Contractor shall be responsible for obtaining and maintaining throughout the term of this Contract all licenses, permits, certificates, and governmental authorizations necessary to perform all of its obligations under this Contract and to conduct business under this Contract, Upon request by the County. Contractor shall furnish copies of any permit, license, certificate or governmental authorizations necessary to provide services under this Contract. '7.8. Discrimination, Contractor shall not discriminate against any employee or applicant for employment because of sex, race, religion, color, national origin, or handicap in violation of State and Federal law. OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION (HIPAA) PROFESSIONAL SERVICES CONTRACT NUMBER 2543 REV 2008/05/30 Page 8 OAKLANI COUNTY MICHIOAN L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION 7.8.1. Contractor shall promptly notify the County of any complaint or charge flied and/or determination by any Court or administrative agency of illegal discrimination by Contrat.lor. 7.8.2. The County, in its discretion, may consider any illegal discrimination described above as a breach of this Contract and may terminate or cancel this Contract immediately with notice. 7.9. Reservation of Rights. This Contract does not, and is not intended to impair. divest, deleaate, or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or immunity of the County. 7,10. Force Majeure, Notwithstanding any other term or provision of this Contract, neither Party shall be liable to the other for any failure of performance hereunder if such failure is due to any cause beyond the reasonable control of that Party and that Party cannot reasonably accommodate or mitigate the effects of any such cause. Such cause shall include, without limitation, acts of God, fire, explosion, vandalism, any law, order, regulation.. direction, action, or request of the United States government or of any other government, national emergencies, insurrections, riots. wars, strikes, lockouts, work stoppages, or other labor difficulties. Reasonable notice shall be given to the affected Party of any such event. The Contractor is expected, through insurance or alternative temporary or emergency service arrangements, to continue its obligations under this contract in the event of a reasonably anticipated, insurable business risk such as business interruption and/or any insurable casualty or loss. 7,11. Conflict of Interest. Pursuant to Public Act 317 and 318 of 1968, as amended (MCL 15.321, et seq.), no contracts shall be entered into between the County, including all agencies and departments thereof. and any County Agent. To avod any real or perceived conflict of interest, Contractor shall identify any Contractor Employee or relative of Contractor's Employees who are presently employed by the County. Contractor shall give the County notice if there are any County Agents or reiatives of County Agents who are presently employed by Contractor. 7.12, Damage Clean up to County Pronertv and/or %praises. Contractor shall be responsible for any unexpected and/or unnecessary damage to any County property. its premises. or a County Agent that is caused by Contractor or Contractor's Employees. If damage occurs, Contractor shall make necessary repairs and/or replacements to the damaged property to the satisfaction of the County. If the damage cannot be completed to the County's satisfaction, Contractor shall reimburse the County the actual cost for repairing or replacing the damage property. The Contractor shall be responsible for assuring that all County and municipal sites are restored to their original condition. 7.13. Contractor Use of Confidential Information. The Contractor and/or Contractor Employees shall not reproduce, provide, disclose, or give access to Confidential REV 2008/05/30 OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION (HIPAA) PROFESSIONAL SERVICES CONTRACT NUMBER 2543 Page 9 frOfidaAND7 COUNTY MICH:GAN L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION Information to any third party, or to any Contractor Employee not having a legitimate need to know any such information and data. and shall not use the Confidential Information for any purpose other than performing its services under this Contract. Notwithstanding the foregoing, Contractor may diseiose the Confidential Information if required by law, statute or other legal process: provided that Contractor (i) gives County prompt written notice of an impending dlsclosure, (ii) provides reasonable assistance to County in opposing or limiting the disclosure, and (iii) makes only such disclosure as is compelled or required. 7.13,1. This Contract imposes no obligation upon Contractor with respect to any Confidential Information which Contractor can establish by legally sufficient evidence: (i) was in the possession of, or was known by Contractor, prior to its receipt from the County, without an obligation to maintain its confidentiality; or (ii) is obtained by Contractor from a third party having the right to disclose it, without an obligation to keep such information confidential. 7.13.2. As used in this Contract, Confidential Information means all information that the County is required or permitted by law to keep confidential. 7.14. Contractor Use of County Licensed Software. In order for the Contractor to perform its services under this Contract, the County may permit Contractor or Contractor Employees to access certain copyrighted Software licensed to the County. Contractor or Contractor Employees shall not: transfer, remove. use, copy, or otherwise provide or make available any such copyrighted 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 the Contractor nor Contractor Employee shall produce a source listing, decompile. disassemble, or otherwise reverse engineer any copyrighted Software. Neither the Contractor nor Contractor Employee shall use any copyrighted software contrary to the provisions of any applicable Software license agreement or state or federal law. 7.15. Grant Compliance. If any part of this Contract is supported or paid for with any state or federal funds granted to the County, the Contractor shall empty with all applicable grant requirements. 7.16. Project Managers. Each Party shall designate an emp!oyee or agent to act as a Project Manager. The Project Managers shall serve as a contact point for all matters related to the services to be performed under this Contract. The Contractor's Project Manager shall coordinate with the County -s Project Manager, the Contractor shall provide the name and qualifications of its Project Manager and an alternate. 7.17. Contract Administrato . Each Party may designate an employee or agent to act z,s Contract Administrator. The County's Contract Administrator shall be responsible for such activities as monitoring deliverables and funding addressing the quality of services provided by the Contractor, reviewing invoices and submitting requests to OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION (HIPAA) PROFESSIONAL SERVICES CONTRACT NUMBER 2643 REV 2005/05/30 Page 10 OAKLAND MIIMMTV COUNTY MICHIGAN L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION the County's procurement authority for any contract modification in accordance, with Section 7.27 of this Contract. 7,18. Dispute Resolution. Al] 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 Managers and Contract Administrators for possible resolution. The Project Managers and Contract Administrators may promptly meet and confer in an effort to resolve such dispute. If the Project Managers cannot resolve the dispute in five (5) business days. the dispute may be submitted to the signatories of this Contract or their successors in off.ce. The signatories of this Contract may meet promptly and confer in an effort to resolve such dispute. 7.19. Access and Records. Contractor will maintain accurate books and records in connection with the services provided under this Contract for thirty-six (36) months after end of this Contract, and provide the County with reasonable access to such book and records. 7.20„4udit. Contractor shall allow the Counry's Auditing Division, or an independent auditor hired by the County, to perform contract compliance audits with the authority to access all pertinent records and interview any Contrac:or Employee throughout the term of this Contract, and for a period of three years after final payment. 7.20.1 Contractor shall explain any audit finding, questionable costs, or other Contract compliance deficiencies to the County within thirty (30) business days of receiving the draft audit report. Contractor's wrilten 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 the Contractor's response will be included in the final report. Failure by the Contractor to respond in writing within 30 business days ;hail be deemed acceptance of the draft audit report, and will be noted in tie final report. 7.21, Delegation /Subcontract/Assignment. Contractor shall not delegate. assign, or subcontract any obligations or rights under this Contract without the prior written consent of the County. 7.21.1. The rights arid obligations under this Contract shall not be diminished in any manner by assignment_ delegation or subcontract. 7.21.2. Any assignment, delegation, or subcontract by Contractor and approved by the County. must include a requirement that the assignee, delegee, or subcontractor will comply with the rights and obligations contained in this Contract. 7.21.3. The Contractor shall remain primarily liable for all work performed by any subcontractors, Contractor shall remain liable to the County for any OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION (HIPAA) PROFESSIONAL SERVICES CONTRACT NUMBER 2543 Page I REV 2008/05/30 1111111016M1,41INT) COUNTY N4ICHIGAN L BROOKS PATTERSON-COTIN ry EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION obligations under the Contract not cempletely performed by any Contractor deiegee or subcontractor. 7.21.4. Should a Subcontractor fail to provide the estabiished level of service and response, the Contractor shall contract with another agency for these services in a timely manner. Any additional costs associated with securing a competent subcontractor shall be the sole responsibility of the Contractor, 7.21.5. This Contract cannot be sold. 7.21.6. In the event that a Petition in Bankruptcy is filed and there is an assignment of this Contract by a Court, the County may declare this Contract null and void. 7.22. Non Exclusive Contract. No provision in this Contract limits, or is intended to limit, in any way the 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, this Contract is a non-exclusive agreement and the County may freely engage other persons to perform the same work that the Contractor performs. Except as provided in this Contract, this Contract shall not be construed to guarantee the Contractor or any Contractor Employee any number of fixed or certain number or quantity of hours or services to be rendered to the County. 7.23. No Implied Waiver, Absent a written waiver, no act, failure, or delay by a Parly to pursue or enforce any right or remedy under this Contract shall constitute a waiver of those rights with regard to any existing or subsequent breach of this Contract. No waiver of any term, condition, or provision of this Contract, whether by conduct or otherwise, in one or more instances, shall be deemed or construed as a continuing waiver of any term, condition, or provision of this Contract. No waiver by either Party shall subsequently affect its right to require strict performance of this Contract. 7.24. Severabilitv. If a court of competent jurisdiction finds a term, condition, or provision of this Contract to be illegal or invalid, then the term, condition, or provision shall be deemed severed from this Contract. All other teems, conditions, and provisions of this Contract 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 i -. is permitted to pay by law toward the payment and satisfaction of any Claims against the County, 7.25. Captions. The section and subsection numbers, captions, and any index to such sections and 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 arty substantive provisions of this coetract. Any use of the singular or plural number, any reference to the male, female, or neuter genders, and any possessive or nonpossessive use in this contract shall be deemed the appropriate plurality, gender or possession as the context requires. REV 2008105130 OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION (HIPAA) PROFESSIONAL SERVICES CONTRACT NUMBER 2543 Page 12 011111a-VID COUNTY MICHIGAN L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION 7.26. Notices. Notices given under this Contract shall be in writing and shall either be personally delivered, sent by express delivery service, certified mail, or first class U.S. mail postage prepaid, and addressed to the person listed below. Notice will be deemed given when one of the following occur: (1) the date of actual receipt: (2) the next business day when notice is sent express delivery service or personal delivery: or (3) three days after mailing first class or certified U.S. mail. 7.26.1. If notice is sent to the Contractor, it shall be addressed to the address stated on the first page of this Contract. 7.26.2. If notice is sent to the County, it shall be addressed to the Contract Administrator stated on the signature page of this Contract. 7.26.1 Either Party may change the address or individual to which notice is sent by notifying the other party in writing of the change. 7.27. Contract Modifications or Amendments. Any modifications, amendments, recessions, waivers, or releases to this Contract must be in writing and aimed to by both Parties. Unless otherwise agreed, the modification, amendment, recession. waiver, or release shall be signed by an expressly authorized Contractor Employee and by the same person who signed the Contract for the County or other County Agent as authorized by the Oakland County Board of Commissioners. 7.28. Precedence of Documents. In the event of a conflict between the terms and conditions in any of the documents comprising this Contract, the conflict shall be resolved as follows: 7.28.1. The terms and conditions contained in this main Contract document shall prevail and take precedence over any allegedly conflicting provisions in all other Exhibits or documents. 7,29. Governing Laws/Consent . This Contract shall be governed, interpreted, and enforced by the laws of the State of Michigan. Except as otherwise required by law or court rule, any action brought to enforce, interpret, or decide any Claim arising under or related to this Contract shall be brought in the Sixth Judicial Circuit Court of the State of Michigan, the 50th District Court of the State of Michigan, or the United States District Court for the Eastern District a 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 judgement obtained in such forum or taking action under this Contract to enforce such judgement in any appropriate jurisdiction. 7.30. Entire Contract. This Contract represents the entire Contract and understanding between the Parties, This Contract supercedes all other prior oral or written understandings, communications, agreements or Contracts between the Parties. The OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION (HIPAAI PROFESSIONAL SERVICES CONTRACT NUMBER 2543 REV 2008/D5/30 Page 13 L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION OAKLANDF COUNTY MICGAN language of this Contract shall be construed as a whole according to its fair meaning, and not construed strictly for or against any Party, 7.31 Contractor Ohliffation Under the Health Insurance Portability and Accountability Act of 1996, This Business Associate Provision (hereinafter BAP) is entered into in order comply with the requirements of the Health Insurance Portability and Accountability Act of 1996 (HIPAA), and the attendant Regulations found at 45 CFR Sections 160 through 164 inclusive. Pursuant to this PSC, Contractor (referred to as Business Associate in HIPAA Regulations) provides services to and on behalf of the County, which services necessarily involve the access to, generation of, use of, and disclosure of Protected Health Information (PHI) in the possession of County that identifies individual patients and their health conditions, Accordingly, Contractor is a business Associate of County for the purposes of complying, with HIPAA and the Privacy and Security Regulations. The County and Contractor agree to enter into this BAP in order for County to receive "satisfactory assurances - from Contractor as a pre-condition to permitting Contractor to access, generate, use or disclose PHI on its behalf or in the course of' performing services to County. Furthermore, County and Contractor agree to enter into this BAP in order to comply with all the requirements of HIPAA and the Privacy Rule regarding Business Associates' use of PHI, 7,31.1 DEFINITIONS Terms used, but not otherwise defined in this BAP shall have the same meaning as those terms that are used and defined in 45 CFR in parts 160 t'nrough and including parts 164, and in particular 45 CFR 160.103 and 164.50 :, of the Privacy and Security Rules. 7.31.2 EXAMPLES OF SPECIFIC DEFINITIONS 7.31.2.1 Business Associate. "Business Associate - shall mean Contractor, 7.31.2.2 Covered Entity. "Covered Entity" snail mean Oakland Couwy, Michigan. 7.31.2.3 Individual. "Individual" shall have the same meaning as the term "individual' in 95 CFR164.501 and shall include a person who qualifies as a personal representative in accordance with 45 CFR 164.502(g). OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION (HIPAA) PROFESSIONAL SERVICES CONTRACT NUMBER 2543 Page 14 REV 2008/05/30 „...„.._ ar OAKIAND.=-- L BROOKS PATTERSON-COUNTY EXECI OAKLAND COUNTY COL \T'Y MICH:GAN PURCHASING DIVISION 7.31.2.4 Privacy Rule. "Privacy Rule” shall mean the Standards for Privacy of Individually Identifiable Health information at 45 CFR part 160 and part 164. subparts A and E. 7.31.2.5 Protected Health Informaton. "Protected Health Information" shall have the same meaning as the term "protected health information in 45 (FR 164.501, limited to the information created or received by Contractor from or on behalf of Covered Entity. 7.31.2.6 Required by Law. "Required by Law" shall have the same meaning as the term "required by law" in 45 CFR 164.501. 7.31.2.7 Secretary. "Secretary" shall mean the Secretary of the Department of Health and Human Services or his designee. 7.31.3 OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE 7.313.1 Contractor is authorized to access. generate, use or disclose PI as necessary and appropriate to perform the services on behalf of and for County as described in Section 3 of the PSC and Exhibit I: Scope of Contractor's Services, appended to the PSC. 7.31.3.2 Contractor agrees to not use or disclose PHI other than as permitted or required by the BAP or as required by Law. 7.31.3.3 Contractor agrees to use appropriate safeguards to prevent use or disclosure of the PHI other than as provided fur by this BAP. 7.31.3.4 Contractor agrees to cooperate with County and perform such activities as County may from time to time direct in order to mitigate, to the extent practicabie, any harmful effect that is known to Contractor or brought to Contractor's attention by County, of a use or disclosure of PHI by Contractor in violation of the requirements of this BAP. 7.31.3.5 Contractor agrees to report to County any use or disciosure of PHI in violation of this BAP, 7.31.3.6 Contractor agrees to ensure that any agent, including a subcontractor, to whom it provides PIII received from, or created or received by Contractor of behalf of County agrees to the same OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHAS1NG DIVISION (HIPAA) PROFESSIONAL SERVICES CONTRACT NUMBER 2543 REV 20D810513C Page 15 L. BROOKS PATTERSON-COUNTY EXECUTIVE ••n fro COUNTY MICHIGAN L BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION restrictions and conditions that apply through this BAP to Contractor. 7.31.3.7 7.31.3.8 At me request of County, and in the time and manner designated by County. Contractor agrees to provide access to PHI in a Designated Record Set, to County or, as directed by County, to an Individual in order to meet the inspection and copying requirements under 45 CFR 164.524. Contractor agrees to make any amendment(s) to PHI in a Designated Record Set that County directs or agrees to pursuant to 45 CFR 164.526 at the request of County or an Individual, and in the time and manner designated by County. 7.31.3.9 At the direction of County or the Secretary of DUBS, Contractor agrees to make internal practices, books, records, and policies and procedures relating to the use and disclosure of PHI received from, or created or received by Contractor of behalf of County available to the County, or to the Secretary, in a time and manner designated by the County or the Secretary, for purposes of the Secretary determining County's compliance with the Privacy Rule, 7.31.3.1.0 Contractor agrees to document all disclosures of PHI and information related to such disclosures as would be required for County to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR 364.528. 7.31.3.11 Contractor agrees to provide to County or an Individual, in time and manner designated by County', information to permit County to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR 164.528. 7,31.3.12 Contractor agrees to honor any restriction(s) on the use or disclosure of PHI that County agrees to, provided that County notifies Contractor of such restriction(s), unless the information is needed to provide emergency care or to comply with state or federal law. '7.31.3.13 Contractor shall require each member of its work force that has contact with PHI in the course of providing services to County to sign a statement indicating that the work force member has read this BAP, understands its terms and will abide by them, including OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION (HIPAA) PROFESSIONAL SERVICES CONTRACT NUMBER 2543 REV 2008105/3C Rage 16 L BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION AKLANIL COUNTY MICHIGAN without limitation, the obligation not to use or disclose PHI except as necessary and appropriate to carry out the services being performed by Contractor for or on behalf of County. Contractor will make such signed statements available to County upon request, 7.31.4 SECURITY REQU:1REMENTS Contractor (including its agents and subcontractors), can only create, receive, maintain. or transmit Electronic Protected Health Information (EPHI) if it complies with the following requirements and Part 164 of 45 CFR: 7.31.4,1 Implement administrative, physical. and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the electronic protected health information that it creates, receives, maintains, or transmits on behalf of the covered entity as required by this subpart; 7.31.4.2 Any technology used to accomplish these requirements must be the equivalent of, and compatible with, the technology used by the County. 7.31.43 Ensure that any agent, including a subcontractor, to whom it provides such information agrees to implement reasonable and appropriate safeguards to protect it; 7.31.4.4 Report to the County any security incident of which it becomes aware. 7.31,4.5 County shall have the right to audit the Contractor and inspect the premises of Contractor to determine if there is compliance with these security requirements. 7.31.5 PERMITTED LISED D ASSOCIATE 7.31.5.1 Except as otherwise limited in this BAP. Contractor may use or disclose PHI to perform functions, activities, or services for, or on behalf of County as specified in the PSC, provided that such use or disclosure would not violate the Privacy Rule_ if done by County, or the minimum necessary policies and procedures of the County. OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-pURCHASING DIVISION OtipAA) PROFESSIONAL SERVICES CONTRACT NUMBER 2543 REV 2008/05/30 Page 17 OAKLAND:; CO',:NTY MICH:GAN L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION 7.31.6 SPECIFIC USE AND DISCLOSURE PROVISIONS 7.31.6.1 Except as otherwise limited in this BAP,. Contractor may use PHI for the proper management and administration of the Contractor or to carry out the legal responsibilities of the Contractor. 7.31.6.2 Except as otherwise limited in this BAP. Contractor may disclose PHI for the proper management and administration of the Contractor, provided that disclosures are required by law, or Contractor obtains reasonable assurances from the person to whom the information is disclosed that it will remain confidential and used or farther disclosed only as required by law or for the purpose for which it was disclosed to the person, and the person notifies the Contractor of any instances of which it is aware in which the confidentiality of the information has been breached, 7.31.6.3 Except as otherwise limited in this BAR Contractor may use PHI to provide Data Aggregation services to County as permitted by 42 CFR 164.504(e)(2)(i)(8). 7.31.6.4 Contractor may use PHI to report violations of law to appropriate Federal and State authorities, consistent with 164.502(1)(1). 7.31.7 OBLIGATIONS OF COUNTY 7.31.7.1 County shall notify Contractor of any limitation(s) in its notice of privacy' practices in accordance with 45 CFR 164.520, io the extent that such limitation may affect Contractor's use or disclosure of PHI. 7.31.7.2 County shall notify Contractor with any changes in, or revocation of permission by an Individual to use or disclose PHI, to the extent that such changes may affect Contractor's use or disclosure of PHI, 7.31.7.3 County shall notify Contractor of any restriction to the use or disclosure of PHI that County has agreed to in accordance with 45 CFR 164.522, to the extent that such restriction may affect Contractor's use or disclosure of PHI. OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION INMAN PROFESSIONAL SERVICES CONTRACT NUMBER 2543 Page 18 REV 208105/3C • - irOAKLAT MICHIGAN L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION 7.31.8 PERMISSIBLE REQUESTS BY COUNTY 7.31.8.1 County shall not request Contractor to use or disclose PHI in any manner that would not be permissible under the Privacy Rule if done by County. 7.31.9 TERM AND TERMINATION 7.31.9.1 Term. The Term of this BAP shall be effective as of the day this PSC is accepted by County or the first day Contractor provides services covered under this PSC to County, whichever comes first, and shall terminate when all of the PHI provided by County to Contractor, or created or received by Contractor on behalf of County, is destroyed or returned to County, or. if it is infeasible to return or destroy PHI, protections are extended to such information, in accordance with the termination provisions of this Section, 7.31.9.2 Termination for Cause. Upon County's knowledge of a material breach by Contractor, County shall either: 7.31.9.3 Provide an opportunity for Contractor to cure the breach or end the violation and terminate this BAP and the OSC if Contractor does not cure the breach or end the violation within the time specified by County and to County's satisfaction, Or 7.31.9.4 Immediateiy terminate this BAP, and the PSC if Contractor has breached a material term of this BAP and cure is not possible. 7.31.9.5 If neither termination nor cure is feasible. County shall report the violation to the Secretary. 7.31.10 EFFECT OF 1.bRMINATION 7.31.10,1 Except as provided in paragraph (2) of this section. upon termination of this BAP, for any reason. Contractor shall return or destroy all PHI received from County, or created or received by Contractor on behalf of County, as directed by County. County shall have the sole authority to determine whether PHI shall be returned or destroyed, and shall have the sole authority to OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION {HIPAA1 PROFESSIONAL SERVICES CONTRACT NUMBER 2543 REV 2008105/30 Page 19 1111!"1. ..._._. oemavic-.--- COUNTY MICHIGAN L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION establish the terms and conditions of such return or destruction. This provision shall apply to PHI that is in the possession of subcontractors or agents of Contractor. Contractor shall retain no copies of the PHI. 7.3/.10.2 In the event that Contractor determines that returning or destroying the PHI is infeasible. Contractor shall provide to County an explanation of the conditions that make return or destruction infeasible. Upon County's concurrence that return or destruction of PHI is infeasible. Contractor shall extend the protections of this BAP to such PHI and limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as Contractor maintains such PHI. 7.31.11 MISCELLANEOUS 7.31,11.1 Regulatory References. A reference in this BAP to a section in the Privacy Rule means the section as in effect or as amended. 7.31,11.2 Amendment. The Parties agree to take such action as is necessary to amend this BP from time to time as is necessary to comply with the requirements of the Privacy and Security Rules and the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191. 7.31.11.3 Survival. The respective rights and obligations of Contractor under Section 7.9 of this BAP shall survive the termination of this BAP. 7.31.11.4 Confidentiality. Contractor agrees that the terms and conditions of this BAP shall be construed as a generat confidentiality agreement. that is binding upon Contractor even if it is determined that Contractor is not a Business Associate as that term is used in the Privacy Regulation. 7.31.11.5 Interpretation. Any ambiguity in this BAP shall be resolved to permit County to comply with the Privacy and Security Regulation, OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION tHIPAA) PROFESSIONAL SERVICES CONTRACT NUMBER 2543 REV 2008/C5/30 Page 20 BY DATE: IrOAKLANDT COUNTY M:CHIGAN L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION The undersigned executes this Contract on behalf of Contractor and the County. and by doing so legally obligates and binds Contractor and the County to the terms and conditions of this Contract. FOR THE CONTRACTOR: _ appeared in person before me this day and executed this Contract on behalf of Contractor and acknowledged to me under oath that has taken all actions and secured any and all necessary approvals and authorizations and has thc requisite authority from Contractor to fully and completely obligate and bind Contractor to the terms and conditions of this Contract and any and all other documents incorporated by reference and also acknowledged to rue under oath having been provided with copies and having read and reviewed all Contract documents including all documents incorporated by reference. Subscribed and sworn to before me on this day of .2009. Notary Public, State of Michigan, County My Commission Expires: Acting in the County of FOR THE COUNTY: BY: DATE: Jack Sato Smith, Manager Oakland County Purchasing Division APPROVED AS TO SCOPE OF CONTRACTOR SERVICEL BY: DATE: John Cooperrider. Contract Administrator C:rcuit Court 1200 N Telegraph Rd Pontiac, MI 48341 OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION IHIPAA) PROFESSIONAL SERVICES CONTRACT NUMBER 2543 Page 21 REV 200a/05/30 CAKLAND -- OAKLAND COUNTY L. BROOKS PATTERSON-COUNTY EXECUTIVE COUNTY Ni;CIIIGAN PURCHASING DIVISION nnn=1 EXHIBIT I SCOPE OF CONTRACTOR'S SERVICES HIGH CONFLICT DIVORCE GROUPS Conduct joint arenting groups for high-conflict, post-divorce couples in cooperation with the Psychological Clinic of tne Oakland County Circuit Court - Family arv;sion. Cooroinating and conducting co-parenting groups involves processing referrals, assigning co-parents to groups, notifying co-parents wnen they are to attend such groups, co-facilitating groups of co-parents, maintaining records of each individual and co-parenting couple in each group, preparing weekly progress reports for each individual and couple, attending planning sessions with co- facilitator, preparing and sending weekly attendance memos for each group to the Circuit Court, preparing and sending final reports for each group member, and answering questions for Friend of tie Court, jurists, attorneys, group participants and agency personnel regarding group participants. Working with group clients also requires responding to ernalls and phone calls from group clients and requires post-group meetings with co-parents. Parents involving in group sessions are those who are either at risk of, or who continue to engage in moderate to high conflicts after a judgment of divorce has been entered in their case. These co-parents are unable to effectively cooperate and work together to parent because of hostility, anger and poor communication with eacn other. Often mediations have been unsuccessful with on-going difficulties over one or more parenting issues. During group sessions, participants must learn new techniques of communication, practice tnese skills, receive homework assignments, and must demonstrate their use of the skifls they have learned in the weekly sessions. Co-facilitators and the other co-parents present provide a supportive and encouraging environment that enhances the learning and use of new ways to communicate. The Clinical Psycholoclist is rewonsible for: 1. The timely completion of letters, memos, an reports concerning group participants. 2. Review of relevant court files, records, and materials. 3. Consuaation with clients, judges, referees, Friend of the Court counselors, caseworx staff, and others. REV 2705/0513C OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION (HIPAA PROFESSIONAL SERVICES CONTRACT NUMBER 2843 Page 22 OAKLANIjI COUNTY MICHIGAN L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION 4. Preparation of weekly and end-of-program reports for group participants. 5. Hav'na an established place of business (the Court Clinical Psychcyogist may use office space at the court if available). 6. Preparation of questionnaires and forms used in group; a group notebook for adolescents and for their parents. 7. Mileage and telephone costs accrued in the performance of group-related respons.blities. 8. Testifying in court as an expert witness (upon request) 9. Immediately notifying the County of any disciplinary action taken against you Py the licensing board, 10. Cost of materials and clerical support 11. Current Limited License to Practice (LLP) issued by the State of Micnigan Department of Community Health The Circuit C clatILYAJLID.S.LOLLIS-r-ea 1. Receiving referrals and assisting in scheduling of part:cipants in groups. 2. Preparing the intake packet for all group participants. 3. Provide space for group meetings. 4. Provide office space If available. Following is the fee schedule for contracted clinicians: Group Sessions: $300.00 per 2-hr session Orientations: 5225.00 per 2-hour session Expert Testimony: $150.00 per occurrence ESTIMATED USAGE: 96 GROUPS AT 5300.00/GROAT, PLUS 3-EXPERT TESTIMONY HEARINGS $130.00/INCIDENT AND 6 ORIENLUIONS tu 5225.00/GROUP OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION (HIPAA) PROFESSIONAL SERVICES CONTRACT NUMBER 2543 REV 2008/05/30 Page 23 COUNTY Ni:CHIGAN L. BROOKS PATTERSON.-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION EXHIBIT II CONTRACTOR PROVIDED INSURANCE REOUIREMENTS At all times during any term of this Contract, (and in the case of any Proftssional InsuranCe, fbr a period of two years thereafter, should any such Professional Insurance involve "tail" coverage as described below), the Contractor shall provide and maintain, at its own expense, all insurance as set forth below. This Insurance shall protect the County against loss or Claims which may arise out of or result from the Contractor's performance of services under the terms of this Contract, whether such services are performed by the Contractor, their contractors or sub-contractors, or by anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable. The insurance shall be written for not less than any minimum coverage herein specified or required by law, whichever is greater. All deductible or self-insured retentions for any of the required policies are subject to approval by the County. a. Commercial General Liability Insurance with the following as minimum limits: $1,000.000 - Each Occurrence Limit S1,000,000 — General Aggregate Limit—other than Products/Completcd Operations $1,000,000 — Products/Completed Operations Aggregate Limit $1.000,000 - Personal & Advertising Injury Limit S 500,000 - Fire Damage Limit (Any One Fire) $ 10,000 - Medical Expense (Any One Person) Commercial General Liability Insurance shall contain the following minimum coverages: Occurrence Form Broad Form Property Damage Premises/Operations Products and Completed Operations Libel and Slander Independent Contractors (Blanket) Broad Form Contractual (including coverage for obligation assumed in this contract) Personal Injury — Contractual and Employee Exclusions Deleted OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET•PURCHASING DIVISION (1-11PAA/ PROFESSIONAL SERVICES CONTRACT NUMBER 2543 REV 20013/0V30 Page 24 RAO COUNTY MICHIGAN L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION h. Commercial Automobile Liability Insumsit (including Michigan No-Fault) with a minimum limit of $500,000 each occurrence covering liability arising out of any owned, hired, non-owned or borrowed automobile owned or used by the Vendor/Contractor, its contractors or sub-contractors, agents or employees. c. Worker's Compensation Insurance — Coverage A: with limits statutorily required by any applicable Federal or State Law and Coverage B: Employers Liability Insurance with minimum limits of $100„000 each accident, S100,000 each employee disease and $300,000 aggregate disease. This requirement is waived if vendor/contractor is a sole proprietor, has no employees, and has provided a signed and witnessed Oakland County Sole Proprietor Workers Compensation Release Form. d. Professional Liability Insurance with a minimum limit of S1,000,000 each claim and S2,000,000 aggregate to cover all damages from all acts, errors, or omissions from professional and consulting services from Vendor/Contractor, their contractors or sub-contractors, agents or employees. If coverage is written on a claims made basis, tail coverage must be maintained for a period of two-years following the termination of this contract. The required coverage limits set forth above may be met/satisfied with a combination of primary policies (and) an Umbrella or Excess Liability policy, providing the combined limits equal or exceed those stated. The primary policies must be specifically listed on the Umbrella or Excess Liability policy as underlying insurance. General Insurance Provisions: All certificates of insurance and insurance policies of the Vendor/Contractor, their contractors or sub-contractors shall contain the following ; with evidence of same provided to the County: 1) All policies of insurance shall be on a primary, non-contributory basis with any other insurance and/or self-insurance carried by the County of Oakland and County Agents. 2) All insurance policies, with the exception of Workers Compensation and Professional Liability and/or Errors and Omissions Liability, shall be endorsed to name as Additional Insured's: The County of Oakland and County Agents. 3) All certificates are to provide thirty (30) days written notice of material change. non- renewal or cancellation. 4) Ccrtlficates of insurance must be provided no less than ten (10) working days before commencement of work and must bear evidence of all required endorsements and clauses. REV 2D08/05130 OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION IHIPAA) PROFESSIONAL SERVICES CONTRACT NUMBER 2543 Page 25 OAKLAND; COUNTY M:CHIGAN L. BROOKS PAITERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION 5) Ali policies, except where explicitly prohibited by the insurance carrier, must contain a written waiver of subrogation in favor of The County of Oakland and County Ments, unless the policy automatically grants to the named insured, waiver of insurance company subrogation rights. (5) All policies Df insurance required in this contract shall be issued by companies that have been approved to do business in Michigan and shall have and shall maintain a minimum A.M. Best rating of A6 or better. OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION (HIPAA) PROFESSIONAL SERVICES CONTRACT NUMBER 2543 Page 26 REV 201:18/05/3D FISCAL NOTE (MISC. 109137) June 15, 2009 BY: FINANCE COMMITTEE, TOM MIDDLETON, CHAIRPERSON IN RE: CIRCUIT COURT / FAMILY DIVISION — REQUEST FOR APPROVAL OF CONTRACT WITH A FORMER COUNTY EMPLOYEE TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Chairperson, Ladies and Gentlemen: Pursuant to Rule XII-C of this Board, the Finance Committee has reviewed the above referenced resolution and finds: 1. Resolution authorizes the entering into Professional Services Contract number 2544 with a former Oakland County employee (James Windell) to coordinate and conduct court-mandated adolescent anger reduction treatment group for youth within the Circuit Court-Family Division's Psychological Clinic. 2. Resolution authorizes the entering into Professional Services Contract number 2543 with the same former Oakland County employee (James Windell) to coordinate and conduct joint parenting groups for high conflict, post divorce couples within the Circuit Court-Family Division's Psychological Clinic. 3. Professional Services Contract 2544 beings July 17, 2009 and expires July 16, 2010, with a not to exceed amount of $21,900. 4. Professional Services Contract 2543 begins July 17, 2009 and expires July 16, 2010, with a not to exceed amount of $30,600. 5. Funding for this action is available in the Circuit Court Family Divisions Professional Services line itern account. 6. No budget amendment is recommended. pbIA„ CE CO,A1TTE 7( FINANCE COMMITTEE Motion carried unanimously on a roll call vote with Gingell absent. 9 4 , Resolution #09137 July 15, 2009 Moved by Capello supported by Woodward the resolutions (with fiscal notes attached) on the Consent Agenda be adopted (with accompanying reports being accepted), AYES: Burns, Capella, Coleman, Coulter, Douglas, Gershenson, Gingell, Gosselin, Greimel, Hatchett, Jackson, Jacobsen, Long, McGillivray, Middleton, Nash, Potter, Potts, Runestad, Schwartz, Scott, Taub, Woodward, Zack, Bullard. (25) NAYS: None. (0) A sufficient majority having voted in favor, the resolutions (with fisca/ notes attached) on the Consent Agenda were adopted (with accompanying reports being accepted). HEREBY APPROVE THE FOREGOING RESOLUTION ACTAG PURSUANT TO 1973 PA 139 STATE OF MICHIGAN) COUNTY OF OAKLAND) I, Ruth Johnson. Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true and accurate copy of a resolution adopted by the Oakland County Board of Commissioners on July 15, 2009, with the original record thereof now remaining in my office. In Testimony Whereof, 1 have hereunto set my hand and affixed the seal of the County of Oakland at Pontiac. Michigan this 15th day of July. 2009. iga Ruth Johnson, County Clerk