000944 ATT B.pdf

OAKLAND COUNTY PURCHASING

CONTRACT NUMBER [Contract Number]

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Buyer: CONTRACT NUMBER: [Contract Number] Event # [Event ID]

CONTRACT between the COUNTY OF OAKLAND and CONTRACTOR

The County and the Contractor may be referred to individually as a “Party” or collectively as the “Parties.” The Parties agree to the attached terms and conditions:

FOR THE CONTRACTOR:

SIGN:

FOR THE COUNTY:

SIGN: SIGN:

Contract Administrator Aaron F Wagner, Chief Procurement Officer

Not To Exceed Amount: $[NotToExceed] Effective Date: [Contract Effective

Date] Expiration Date:[Expire Date]

Contract Description:

Contractor Address: Contract Administrator Information:

Vendor No: [Vendor Number]

Buyer and

Purchasing Information:

County Contract Administrator and Using Department:

(Buyer)

OAKLAND COUNTY PURCHASING

2100 Pontiac Lake Rd 41W

Waterford, MI 48328-2762

248-858-0511 purchasing@oakgov.com

OAKLAND COUNTY

xxx

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This Contract is organized and divided into the following Sections for the convenience of the Parties.

Section 1. Contract Definitions

Section 2. Contract Term and Renewal

Section 3. Contract Administration and Amendments

Section 4. Contract Termination

Section 5. Scope of Deliverables and Financial/Payment Obligations

Section 6. Contractor’s Warranties and Assurances

Section 7. Liability

Section 8. Insurance and Bond Requirements

Section 9. Intellectual Property

Section 10. Confidential Information

Section 11. County Data

Section 12. Information Technology Standards

Section 13. General Terms and Conditions

§1. CONTRACT DEFINITIONS

The following words when printed with the first letter capitalized shall be defined and interpreted as follows, whether used in the singular or plural, nominative or possessive case, and with or without quotation marks:

1.1. “Amendment” means any change, clarification, or modification to this Contract.

1.2. “Business Day” means Monday through Friday from 8:00 a.m. to 5:00 p.m., excluding County designated holidays.

1.3. “Claims” means any loss; complaint; demand for relief or damages; lawsuit; cause of action; proceeding;

judgment; penalty; costs or other liability of any kind which is imposed on, incurred by, or asserted against the County or for which the County may become legally or contractually obligated to pay or defend against, whether commenced or threatened, including, but not limited to, reimbursement for reasonable attorney fees, mediation, facilitation, arbitration fees, witness fees, court costs, investigation expenses, litigation expenses, or amounts paid in settlement.

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1.4. “Confidential Information” means all information and data that the County is required or permitted by law to keep confidential, which includes computer software, cybersecurity assessments and plans and measures to protect the County’s security.

1.5. “Contract” means this document and any other documents expressly incorporated herein.

1.6. “Contractor” means the entity or person listed under “Contractor” on the first page of this Contract and

Contractor Employee.

1.7. “Contractor Employee” means any employee; officer; director; member; manager; trustee; volunteer;

attorney; licensee; contractor; subcontractor; independent contractor; subsidiary; joint venture; partner or agent of Contractor; and any persons acting by, through, under, or in concert with any of the above, whether acting in their personal, representative, or official capacities. Contractor Employee shall also include any person who was a Contractor Employee at any time during the term of this Contract but, for any reason, is no longer employed, appointed, or elected in that capacity.

1.8. “Contract Documents” mean the following documents, which this Contract includes and incorporates:

Exhibits (Applicable if Checked)

1.8.1. ☒ Exhibit I: Contractor Insurance Requirements

1.8.2. ☐ Exhibit II: Business Associate Agreement (Health Insurance Portability and Accountability Act

Requirements)

1.8.3. ☐ Exhibit III: Requirements for Contractors with Access to County PII (Personally Identifiable

Information)

1.8.4. ☐ Exhibit IV: Requirements for Contractors with Access to Criminal Justice Information

1.8.5. ☐ Exhibit V: Federally Funded Contract Requirements

1.8.6. ☐ Exhibit VI: Software License(s)

1.8.7. ☐ Exhibit VII: License for Use of County Servicemark

1.8.8. ☐ Exhibit VIII: Acknowledgement of Independent Employment Status

1.8.9. ☒ Exhibit IX: Scope of Contractor Deliverables/Financial Obligations

1.9. “County” means the County of Oakland, a Municipal and Constitutional Corporation, its departments, divisions, authorities, boards, committees, and “County Agents” as defined below.

1.10. “County Agent” means any elected and appointed officials; directors; board members; council members; commissioners; employees; and volunteers of the County; whether acting in their personal, representative, or official capacities. “County Agent” shall also include any person who was a “County

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Agent” anytime during the term of this Contract but, for any reason, is no longer employed, appointed, or elected in that capacity.

1.11. “County Data” means information or data collected, used, processed, stored, or generated in any format, by or on behalf of the County, in connection with the Deliverables, which shall include, but not be limited to: (a) personal health information (PHI) as defined under the Health Insurance Portability and

Accountability Act (HIPAA) and Exhibit II, (b) personally identifiable information (PII) as defined in Exhibit

III, and (c) Criminal Justice Information defined in Exhibit IV if the Exhibit(s) are incorporated into the

Contract. County Data includes Confidential Information as defined in this Contract.

1.12. “County Network” means County owned, leased, or licensed equipment, hardware, and software that is interconnected via fiber optic, wireless, or other communication mediums for the purposes of County hosting, processing, using, sharing, and/or transporting data, video, voice, or any other form of information.

1.13. “Day” means any calendar day, which shall begin at 12:00:00 a.m. and end at 11:59:59 p.m.

1.14. “Deliverables” means goods and/or services provided under this Contract, whether tangible or intangible, and may be more specifically described in the Exhibits.

1.15. “Effective Date” means midnight on the date listed on the first page of this Contract.

1.16. “Expiration Date” means 11:59.59 p.m. on the date listed on the first page of this Contract.

1.17. “E-Verify” means an Internet based system operated by the Department of Homeland Security (DHS) in partnership with the Social Security Administration (SSA) that allows participating employers to electronically verify the employment eligibility of their newly hired employees. Information and the registration process are found at the E-Verify website:

https://e-verify.uscis.gov/enroll.

1.18. “Intellectual Property” means any developments, improvements, designs, innovations, and materials that may be the subject of a trademark/servicemark, copyright, patent, trade secret, which includes, but is not limited to, ideas, concepts, inventions, and processes related to the development and operation of computer software and systems.

1.19. “Iran-Linked Business” is defined in the Michigan Compiled Laws (MCL), specifically MCL 129.312, being

Section 2 of Public Act 517 of 2012.

1.20. “Not to Exceed Amount” means the dollar amount listed on the first page of this Contract, unless amended.

The “Not to Exceed Amount” is not the County’s financial obligation under this Contract, but the maximum amount that can be paid to Contractor during the term of this Contract.

1.21. “Proposal” means Contractor’s response or bid to the County’s Request for Proposal, Request for

Qualifications, or Request for Quotes.

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1.22. “Purchase Order” means the County’s written request to Contractor for Deliverables pursuant to this

Contract. The Purchase Order may include terms regarding delivery schedule, payment, and transportation.

1.23. “Purchasing” means the Purchasing Division of Oakland County.

§2. CONTRACT TERM AND RENEWAL

2.1. Contract Term. This Contract shall begin on the Effective Date and shall end on the Expiration Date.

2.2. Contract Renewal. Unless otherwise provided herein, the Parties are under no obligation to renew or extend this Contract after the Expiration Date. This Contract may only be extended by an Amendment.

2.3. Legal Effect. This Contract shall be effective and binding when all of the following occur: (a) this

Contract is signed by a Contractor Employee, legally authorized to bind Contractor; (b) this Contract is signed by an authorized County Agent; (c) all Contractor certificates of insurance, required by this

Contract, are submitted and accepted by Purchasing; and (d) any other conditions precedent to this

Contract have been met.

§3. CONTRACT ADMINISTRATION AND AMENDMENTS

3.1. Contract and Purchase Order Issuance. Purchasing shall issue this Contract and any Purchase Orders that may be required. Purchasing is the sole point of contact in the County regarding all procurement and contractual matters relating to this Contract and any Purchase Orders. Purchasing is the only County office/department authorized to make any Amendments to this Contract or Purchase Orders.

3.2. Purchase Orders. Purchase Orders issued under this Contract are governed by the terms and conditions of this Contract and are included and incorporated herein.

3.3. Project Managers. Each Party may designate an employee or agent to act as a Project Manager. If Project

Managers are selected, they shall be listed, along with their duties, in Exhibit IX. Unless otherwise stated in

Exhibit IX, the County’s Project Manager has no authority to amend this Contract.

3.4. Contract Administrators. The County shall designate an employee or agent to act as Contract

Administrator(s). Contractor may designate its employee or agent to act as Contract Administrator(s).

The Contract Administrators shall be listed on the first page of this Contract. The County’s Contract

Administrator(s) shall be responsible for monitoring and coordinating day-to-day activities under this

Contract, reviewing Deliverables and invoices, and submitting requests for Amendments to Purchasing.

The County’s Contract Administrator(s) have no authority to amend this Contract.

3.5. Contract Amendments. All Amendments to this Contract must be in writing. This Contract shall not be amended by any packing slip, Purchase Order, invoice, click-through license agreement, or Contractor policies or agreements published on Contractor’s website or otherwise. Amendments to this Contract shall be issued

REV June 2024 only by Purchasing. The Amendment shall be effective when signed by an authorized Contractor Employee and an authorized County Agent.

3.6. Unauthorized Changes. Contract changes shall not be effective until an Amendment containing the change is executed according to the procedures described in this Contract. If the Contractor is directed to perform work that Contractor believes is a change in the Contract/Deliverables, then Contractor must notify Purchasing that it believes the requested work is a change to the Contract before performing the requested work. If Contractor fails to notify Purchasing before beginning the requested work, then

Contractor waives any claims for additional compensation for performing the requested work. If

Contractor begins work that is outside the scope of this Contract or begins work before an Amendment is executed and then stops performing that work, Contractor must, at the request of the County, undo any out-of-scope work that the County believes would adversely affect the County.

3.7. Precedence of Contract Documents. In the event of a conflict, the terms and conditions contained in

Sections 1 through 13 of this Contract shall prevail and take precedence over any allegedly conflicting provisions in all Contract Documents, Exhibits, Purchase Orders, and other documents expressly incorporated herein. Terms and conditions contained in Contractor invoices, packing slips, receipts, acknowledgments, click-through licenses, and similar documents shall not change the terms and conditions of this Contract.

§4. CONTRACT TERMINATION

4.1. County Termination. In addition to any other legal rights the County may have to terminate or cancel this Contract, the County may terminate the Contract as follows:

4.1.1. Immediate Termination. The County may terminate or cancel this Contract, in whole or in part, immediately, upon notice to Contractor, if any of the following occur: (a) Contractor, officer of

Contractor, or an owner of a 25% or greater share of Contractor is convicted of a felony criminal offense or a criminal offense involving or related to Contractor’s business; or (b) if any third-party funding for this Contract is reduced or terminated.

4.1.2. Termination for Convenience. The County may terminate or cancel this Contract, in whole or part, at any time, upon ninety (90) Days’ notice to Contractor, for any reason, including convenience without incurring obligation or penalty of any kind. The effective date for termination or cancellation shall be clearly stated in the notice.

4.2. Contractor Termination. Contractor may terminate or cancel this Contract, in whole or part, upon one hundred and eighty (180) Days’ written notice to the County, if the County materially breaches any duty or obligation contained herein and within such notice period has failed or has not reasonably attempted to cure the breach. The effective date of termination or cancellation and the specific alleged breach shall be clearly stated in the written notice to the County.

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4.3. County’s Obligations Upon Termination. The County’s sole obligation in the event of termination or cancellation of this Contract is for payment of the actual Deliverables provided to the County before the effective date of termination. Under no circumstances shall the County be liable for any future loss of income, profits, any consequential damages, any loss of business opportunities, revenues, or any other economic benefit Contractor may have realized but for the termination or cancellation of this Contract.

The County shall not be obligated to pay Contractor any cancellation or termination fee if this Contract is cancelled or terminated as provided herein. If the County chooses to terminate the Contract in part, then the charges payable under this Contract must be equitably adjusted to reflect those Deliverables that are terminated.

4.4. Contractor’s Obligations Upon Termination. If this Contract terminates for any reason, then Contractor must do the following: (a) at the County’s sole request and discretion, cease providing all Deliverables as specified at the time stated in the notice of termination; (b) take any action necessary, or as the County may direct, to preserve and protect Deliverables or other property derived or resulting from the

Contract that is in Contractor’s possession; (c) return all materials and property provided to Contractor by the County; (d) unless otherwise directed by the County, transfer title in and deliver to the County all

Deliverables in the possession of Contractor (which Deliverables are transferred to the County “As-Is”, except to the extent the amounts paid by the County for these Deliverables include warranties or warranty services and, in that situation, the Deliverables will be transferred with the warranty or warranty services and not “As-Is”); and (e) take any action to mitigate and limit any potential damages, including terminate or limit, as applicable, those subcontracts and outstanding orders for materials and supplies connected with or related to this Contract.

4.5. Assumption of Subcontracts. If Contractor is in breach of this Contract and the County terminates this

Contract, then the County may assume, at its option, any subcontracts and agreements for Deliverables provided under the Contract and may pursue completion of the Deliverables by replacement Contract or otherwise as the County, in its sole judgment, deems expedient.

§5. SCOPE OF DELIVERABLES AND FINANCIAL/PAYMENT OBLIGATIONS

5.1. Performance of Deliverables. Contractor shall provide all Deliverables identified in and as set forth in

Exhibit IX, any Purchase Orders, and/or any Amendments to this Contract.

5.2. Software License(s). If Contractor requires County to comply with a software license or any other third-party terms, the software license or other third-party terms must be attached to this Contract in Exhibit

VI, and the Parties shall follow the terms and conditions therein. County is not obligated to follow or comply with any software license or other third-party terms that are not attached to or included in this

Contract. Unless specifically agreed to by County in writing, if County Agents are required to accept click through license terms or any other terms not included in this Contract to access or use any of the

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Deliverables in this Contract, the terms and conditions of those click through licenses and other terms are without force and effect.

5.3. Financial Obligations. Except as otherwise set forth in this Contract, the County’s sole financial obligation under this Contract shall be set forth in Exhibit IX. The amount and manner of payment of the financial obligation shall be set forth in Exhibit IX and may be in the Software License Exhibit VI, if applicable, or a Purchase Order.

5.4. Payment Procedure. Except as otherwise set forth in the Exhibits, Contractor shall submit an invoice to the County’s Contract Administrator itemizing amounts due and owing under this Contract, as of the date of the invoice, within sixty (60) days of Contractor’s performance of the Deliverables listed in the invoice.

Invoices shall contain the following information: (a) County Contract Number; (b) dates of Deliverables; (c) itemized list of Deliverables; (d) Contractor Tax ID Number (federal and State); (e) licenses; and (f) any other information reasonably requested by Purchasing. Unless otherwise set forth in the Exhibits, the

County will pay undisputed invoices, which comply with this section (5.4), within sixty (60) days after receiving the invoice. Unless otherwise set forth in the Exhibits, the County shall only pay Contractor for

Deliverables under this Contract and not any subcontractors or assignees of Contractor.

5.5. Not to Exceed Amount. The amount due and owing to Contractor, under this Contract, shall not exceed the “Not to Exceed Amount.” If Contractor can reasonably foresee that the total financial obligation for the Contract will exceed the “Not to Exceed Amount,” then Contractor shall provide Purchasing with notice of this fact as soon as possible, but no later than ten (10) days before this event.

5.6. County Not Obligated for Penalties/Costs/Fines. The County shall not be responsible or liable for any cost, fee, fine, penalty, or other assessment of any kind that is incurred or suffered by Contractor in connection with or resulting from Contractor’s performance of this Contract under any circumstances.

5.7. Set-Off of County Costs. If the County incurs any costs (not specified in this Contract), loss, or damage that is caused by or results from Contractor, then the County has the right to set-off those costs, loss, and/or damage from any amounts due and owing Contractor. This set-off includes, but is not limited to, withholding payment in an amount equal to the cost of any County-provided equipment, supplies, badges, or other property that are not returned by Contractor upon completion, termination, or cancellation of this Contract. County also reserves the right at any time to set-off any amounts it owes to

Contractor under this Agreement against any amounts that Contractor owes to County.

5.8. In-Kind Services. Unless expressly provided herein, this Contract does not authorize any in-kind services by either Party.

§6. CONTRACTOR’S WARRANTIES AND ASSURANCES

6.1. Full Knowledge of Contract Expectations. Contractor warrants that before submitting its Proposal and/or entering into this Contract, it had a full opportunity to review all County requirements and/or

REV June 2024 expectations for this Contract. Contractor is responsible for being adequately and properly prepared to execute this Contract. Contractor has satisfied itself in all material respects that it will be able to perform the Contract as specified herein.

6.2. Complete and Accurate Representations. Contractor certifies that all statements, assurances, records, and materials submitted to the County in connection with seeking and obtaining this Contract have been truthful, complete, and accurate.

6.3. Access to Contractor Policies. If the Parties agree in this Contract to follow any Contractor policies, such as acceptable use or privacy policies, then Contractor shall retain each version of such policy with the effective dates and shall promptly provide such to the County, if requested.

6.4. Grant Compliance. If any part of this Contract is supported or paid for with any State, federal, or other third-party funds granted to the County, then Contractor shall comply with all applicable grant requirements. Upon request of Contractor, the County shall provide Contractor with a copy of the applicable grant requirements.

6.5. Contractor Incidental Expenses. Except as otherwise expressly provided in this Contract, Contractor shall be solely responsible and liable for all costs and expenses associated or needed to perform this

Contract, including, but not limited to, any professional dues, association fees, license fees, fines, taxes, and penalties.

6.6. Equipment and Supplies. Contractor is responsible for providing all equipment and supplies to perform this Contract, which are not expressly required to be provided by the County.

6.7. Contractor Employees.

6.7.1. Number and Qualifications of Contractor Employees. Contractor shall employ and assign qualified

Contractor Employees as necessary and appropriate to perform this Contract. Contractor shall ensure all Contractor Employees have the knowledge, skill, and qualifications to perform this Contract and possess any necessary licenses, permits, certificates, and governmental authorizations as may be required by law.

6.7.2. Control and Supervision of Contractor Employees. Contractor shall solely control, direct, and supervise all Contractor Employees with respect to all Contractor obligations under this Contract. Contractor will be solely responsible for and fully liable for the conduct and supervision of any Contractor Employees.

6.7.3. Removal or Reassignment of Personnel at the County’s Request. Contractor shall remove a Contractor

Employee performing work under this Contract at the County’s request provided that the County’s request is based on legitimate, good-faith reasons. Replacement personnel for the removed person must be fully qualified for the position. If the removal of a Contractor Employee results in an unanticipated delay, which is attributable to the County, then this delay shall not be considered a breach

REV June 2024 of the Contract and the terms and conditions of this Contract effected by the removal will be adjusted accordingly.

6.7.4. Contractor Employee Identification. If requested by the County, Contractor Employees shall wear and display a County-provided identification badge at all times while working on County premises. In order to receive a County identification badge, a Contractor Employee shall sign the “Acknowledgement of

Independent Contractor Status” form, Exhibit VIII to this Contract. Contractor shall return all County-provided identification(s) upon completion of Contractor’s obligations under this Contract.

6.7.5. Background Checks. At the County’s request, Contractor Employees performing work under this

Contract shall be subject to a background check by the County. The scope of the background check is at the discretion of the County and the results will be used to determine Contractor Employee’s eligibility to perform work under this Contract. Any request for background checks will be initiated by the County and will be reasonably related to the type of work requested. Contractor and Contractor Employees shall provide all information or documents necessary to perform the background check.

6.7.6. Contractor Employee Expenses. All Contractor Employees shall be employed at the Contractor’s sole expense (including employment-related taxes and insurance). Contractor warrants that all Contractor

Employees shall fully comply with and adhere to the terms of this Contract. Contractor shall be solely liable for all applicable Contractor Employees’ federal, state, or local payment withholdings or contributions and/or all Contractor Employee related pension or welfare benefits plan contributions under federal or state law. Contractor shall indemnify, defend, and hold the County harmless for all

Claims against the County by any Contractor Employee, arising out of any contract for hire or employer-employee relationship between Contractor and any Contractor Employee including, but not limited to, Worker’s Compensation, disability pay, or other insurance of any kind.

6.7.7. Contractor’s Compliance with the Patient Protection and Affordable Care Act. If Contractor is subject to the Patient Protection and Affordable Care Act (“ACA”), PL 111-148, 124 Stat 119, then Contractor shall ensure that all Contractor Employees, under assignment to the County, and their dependents, as defined by the ACA, are provided with or have access to insurance as required by the ACA. If Contractor is subject to the ACA, Contractor warrants it offers group health coverage to Contractor Employees and their dependents that is affordable, that provides minimum essential coverage and value, and that each offer of coverage meets the timing requirements of the ACA. Contractor warrants, whether or not it is subject to the ACA, that it will pay all applicable fees, taxes, or fines, as set forth in the employer mandates of the ACA under Tax Code §4980H and related regulations for any Contractor Employee, whether the fee, tax, or fine is assessed against the Contractor or the County.

6.8. Acknowledgment of Independent Contractor Status.

6.8.1. Independent Contractor. Nothing in this Contract is intended to establish an employer-employee relationship between the County and Contractor or any Contractor Employee. In no event, shall

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Contractor Employees be deemed employees, agents, volunteers, or subcontractors of the County.

Contractor shall ensure that Contractor Employees are apprised of their status and the limitations independent contractors have of this status.

6.8.2. Contractor/Contractor Employee Representations. Contractor and/or Contractor Employees shall not represent themselves as County employees. Contractor shall ensure that Contractor Employees do not represent themselves as County employees.

6.8.3. County Benefits and Plans. Contractor and Contractor Employees shall not be entitled to participate in any County employee benefit plans and programs, including but not limited to, retirement, deferred compensation, insurance (including without limitation, health, disability, dental, and life), and vacation pay. This limitation includes access to benefit plans and programs that are not described by a written plan. However, Contractor Employees who are retired County Employees may receive vested post-employment benefits such as retiree health care and pension benefits from Oakland County.

6.8.4. County Reliance. The County entered into this Contract in reliance of the representations made by

Contractor regarding its understanding of the role of independent contractors, its stated relationship to

Contractor Employees, and other representations Contractor has made regarding the management and performance oversight of Contractor Employees.

6.8.5. Independent Employment Status. If Contractor provides Contractor Employees for staffing and/or leasing services to County, those Contractor Employees shall sign Exhibit VIII, Acknowledgement of Independent

Employment Status, prior to performing services for the County.

6.9. Permits and Licenses. Contractor shall be responsible for obtaining and maintaining, throughout the term of this Contract, all licenses, permits, certificates, governmental authorizations, and business/professional licenses necessary to perform this Contract. Upon request by the County, Contractor shall furnish copies of any permit, license, certificate, or governmental authorization necessary to perform this Contract.

6.10. E-Verify. In accordance with Miscellaneous Resolution No.09116 (BOC Minutes, July 30, 2009, pp 37-38), unless otherwise exempted, all service contractors who wish to contract with the County to provide services must first certify they have registered with, will participate in, and continue to utilize, once registered, the E-Verify Program (or any successor program implemented by the federal government or its departments or agencies) to verify the work authorization status of all newly hired employees employed by the Contractor. Breach of this term or condition is considered a material breach of this Contract.

Contractor’s execution of this Contract constitutes a certification that they are authorized to certify on behalf of Contractor and do hereby certify on behalf of Contractor that the Contractor has registered with, has and will participate in, and does and will continue to utilize once registered and throughout the term of this Contract and any permissible extension hereof, the E-Verify Program (or any successor program

REV June 2024 implemented by the federal government or its departments or agencies) to verify the work authorization status of all newly hired employees employed by the Contractor.

6.11. Iran-Linked Business Certification. Contractor certifies that it is not an Iran-Linked Business. Contractor further certifies that it was not an Iran-Linked Business at the time it submitted its Proposal for this

Contract. Contractor must promptly notify the County, if Contractor becomes an Iran-Linked Business at any time during this Contract.

6.12. Foreign Adversary Certification. If Contractor supplies technology or equipment to County, Contractor certifies that the technology and/or equipment was not produced, assembled, or manufactured by a foreign adversary, as defined, and as prohibited by the federal government.

6.13. Taxes.

6.13.1. Contractor Taxes. Contractor shall collect and pay its local, state, and federal taxes, including but not limited to, all employment taxes, sales taxes, personal property taxes, and real property taxes. The

County shall not be liable to or required to reimburse Contractor for any local, state, or federal tax of any kind.

6.13.2. County Tax-Exempt. The County is exempt from state and local sales tax, personal property tax, and real property tax. Prices under this Contract shall not include taxes, unless the County is not tax-exempt for a specific Deliverable. Exemption certificates for sales tax will be furnished upon request.

6.14. Warranty for Services. Contractor warrants that all Deliverables that are services shall be performed in compliance with all applicable laws, statutes, regulations, ordinances, requirements and specifications in the Exhibits, industry best practices and care, professional standards, and in a diligent, workmanlike, and expeditious manner. Contractor acknowledges and agrees that time is of the essence for all

Deliverables that are services.

6.15. Warranty for Goods. All Deliverables that are goods shall be subject to the following warranties:

6.15.1. Warranty of Merchantability. Goods provided by Contractor pursuant to this Contract shall: (a) be merchantable; (b) be of good quality; (c) be fit for their ordinary purpose; (d) be adequately contained and packaged; and (e) conform to the specifications and descriptions contained in this Contract. Contractor acknowledges and agrees that time is of the essence for providing all Deliverables that are goods.

6.15.2. Warranty of Fitness for a Particular Purpose. If Contractor knows or has reason to know that the goods will be used for a particular purpose and the County is relying on Contractor’s skill or judgment to select or furnish the goods, then there is a warranty that the goods are fit for a particular purpose.

6.15.3. Warranty of Title. All goods provided to the County shall be provided: (a) with good title; (b) free from any security interest, lien, or encumbrance that the County did not have knowledge of when the

Contract was executed; and (c) free of any rightful claim of infringement or similar claim by a third-party.

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6.16. ADA and Section 508 Compliance. If Contractor is providing a Deliverable that requires County Agents or the public to use a software application or to access a website, Contractor warrants that end users can utilize the software or access the website in accordance with the accessibility requirements of the

ADA and the Rehabilitation Act of 1973. Contractor’s Deliverable will conform, where relevant, to level

AA of the World Wide Web Consortium (W3C) Web Content Accessibility Guidelines (WCAG) 2.1. Any additional compliance requirements shall be specified in the Scope of Contractor’s Deliverables Exhibit

IX.

§7. LIABILITY

7.1. CONTRACTOR INDEMNIFICATION. CONTRACTOR SHALL INDEMNIFY, DEFEND, AND HOLD THE COUNTY

HARMLESS FROM ALL CLAIMS, INCURRED BY OR ASSERTED AGAINST THE COUNTY BY ANY PERSON OR

ENTITY, WHICH ARE ALLEGED TO HAVE BEEN CAUSED DIRECTLY OR INDIRECTLY FROM THE ACTS OR

OMISSIONS OF CONTRACTOR OR CONTRACTOR’S EMPLOYEES. THE COUNTY’S RIGHT TO INDEMNIFICATION

IS IN EXCESS AND ABOVE ANY INSURANCE RIGHTS/POLICIES REQUIRED BY THIS CONTRACT.

7.2. NO INDEMNIFICATION FROM THE COUNTY. CONTRACTOR SHALL HAVE NO RIGHTS OR CLAIMS

AGAINST THE COUNTY FOR INDEMNIFICATION, CONTRIBUTION, SUBROGATION, OR ANY OTHER SIMILAR

RIGHT TO BE REIMBURSED BY THE COUNTY.

7.3. COUNTY LIMITATION OF LIABILITY.

7.3.1. COUNTY SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, RELIANCE, REMOTE, SPECULATIVE, PUNITIVE, EXEMPLARY, LIQUIDATED, TREBLE, OR SPECIAL DAMAGES, INCLUDING, BUT NOT

LIMITED TO, LOSS OF PROFIT, OPPORTUNITY, USE, REVENUE, DATA, OR GOODWILL, WHETHER BASED IN

WHOLE OR IN PART IN CONTRACT, TORT, EQUITY, STRICT LIABILITY, UNDER STATUTE, OR ANY OTHER

THEORY OF LIABILITY, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR CONTEMPLATED

AND EVEN IF COUNTY WAS ADVISED OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

7.3.2. COUNTY SHALL NOT BE LIABLE IN CONTRACT, TORT, EQUITY, STRICT LIABILITY, UNDER STATUTE, OR ANY

OTHER THEORY OF LIABILITY, FOR TOTAL AGGREGATE DAMAGES IN EXCESS OF COUNTY’S PAYMENT

OBLIGATIONS TO CONTRACTOR FOR THE DELIVERABLES PROVIDED UNDER THIS CONTRACT.

§8. INSURANCE AND BOND REQUIREMENTS

8.1. Contractor Provided Insurance. At all times during this Contract, Contractor shall obtain and maintain insurance according to the requirements listed in Exhibit I.

8.2. Contractor Provided Bonds. Pursuant to Public Act 213 of 1963, if the Contract Not to Exceed Amount exceeds fifty thousand dollars ($50,000.00) and the Contract is for the construction, alteration, or repair of any public building or public work or improvement of the County, then the Contractor shall furnish, at

REV June 2024 its sole cost, a performance bond and a payment bond to the County, which shall become binding upon execution of the Contract. Each bond shall be in an amount fixed by the County, as set forth in Exhibit

IX, but in no event shall each bond be less than 25% of the Contract Not to Exceed Amount.

§9. INTELLECTUAL PROPERTY

9.1. Contractor Use of County Licensed Software. In order for Contractor to perform this Contract, the County may permit Contractor to access certain Software licensed to the County. Contractor shall not transfer, remove, use, copy, or otherwise provide or make available such Software or documentation to any other person or entity, for any purpose, without the prior written consent of the County and/or the licensor.

Furthermore, neither Contractor nor Contractor Employee shall produce a source listing, decompile, disassemble, or otherwise reverse engineer any Software. Neither Contractor nor Contractor Employee shall use any Software contrary to the provisions of any applicable Software license agreement or state or federal law.

9.2. Contractor License to Use County Servicemarks. If this Contract involves the use of County servicemarks, then

Contractor is granted a license to use the servicemarks subject to the terms listed in Exhibit VII. Contractor shall only use the servicemarks as directed by the County in Exhibit VII. If Exhibit VII is not selected and attached to this

Contract, Contractor shall not and has no right to use County servicemarks.

9.3. Assignment of Rights. In consideration for the performance of this Contract and the fees paid to Contractor, Contractor agrees to the following: (a) Contractor shall have no copyright, patent, trademark, trade secret, or ownership rights in County Intellectual Property; (b) any and all programs, inventions, and other work or authorship developed by Contractor while providing Deliverables to the County are works made for hire, created for, and owned exclusively by the County, unless otherwise specified in the Contract; (c) Contractor assigns to the County all rights and interest in County Intellectual Property, which Contractor has made or conceived or may make and conceive, either solely or jointly with others, either on or off County premises while performing this Contract or with the use of the time, material, or facilities of the County; and (d)

Contractor and its applicable Contractor Employees shall sign any documents necessary for the County to register patents, copyrights, or trademarks with federal or state agencies. Contractor shall ensure Contractor

Employees assign their rights and interests in County Intellectual Property to the County.

9.4. Infringement Remedies. If, in either Party’s opinion, any of the services or Deliverables supplied by

Contractor are likely to become the subject of a copyright, patent, trademark, trade secret, or other intellectual property infringement claim, Contractor shall at its own expense: (a) procure for County the right to continue using the services or Deliverables, or if this option is not reasonably available to Contractor; (b) replace or modify the same so that it becomes non-infringing; or (c) accept its return by County with

REV June 2024 appropriate credits or refund to County and reimburse County for any losses or costs incurred as a consequence of County ceasing its use and returning it.

§10. CONFIDENTIAL INFORMATION

10.1. Contractor Use of Confidential Information. Contractor and Contractor Employees shall use appropriate safeguards to protect the confidentiality and integrity of Confidential Information. Contractor shall not reproduce, provide, disclose, or give access to Confidential Information to any Contractor Employee or third party not having a legitimate need to know. Contractor and Contractor Employees shall only use the

Confidential Information for performance of this Contract. Notwithstanding the foregoing, Contractor may disclose the Confidential Information, if required by law, statute, or other legal process; provided that

Contractor: (a) gives the County prompt written notice of the impending disclosure; (b) provides reasonable assistance to the County in opposing or limiting the disclosure; and (c) makes only such disclosure as is compelled or required. This Contract imposes no obligation upon Contractor with respect to any Confidential Information which Contractor can establish by legally sufficient evidence: (a) was in possession of or was known by Contractor, prior to its receipt from the County, without any obligation to maintain its confidentiality; or (b) is obtained by Contractor from a third-party having the right to disclose it, without an obligation to keep such information confidential.

10.2. County Confidentiality Obligations. County has no obligation to Contractor to keep confidential any information or records that are required to be disclosed by County under the Michigan Freedom of

Information Act, 1976 PA 442, as amended (the “FOIA”) nor shall County be obligated to inform or provide notice to Contractor regarding the disclosure of information or records that are required to be disclosed under the FOIA. Furthermore, County may disclose Confidential Information to third parties if required by law, statute, subpoena, court order, or other legal process.

§11. COUNTY DATA. If Contractor uses or possesses County Data in the performance of this Contract, then the following provisions contained in this section apply:

11.1. Use of County Data. Contractor and Contractor Employees shall have a limited license to County Data, including a license to collect, process, store, generate, and display County Data but only to the extent necessary to provide services under this Contract. Contractor and Contractor Employees may not use, sell, rent, share, transfer, distribute, or otherwise disclose or make available County Data to any third-party, for

Contractor’s own purposes, or for the benefit of anyone other than the County, without the County’s prior written consent, unless otherwise provided for within an Exhibit to this Contract.

11.2. Unauthorized Access/Disclosure or Theft of County Data. Contractor shall notify the County’s Chief

Information Officer as soon as practicable but no later than forty-eight (48) hours of “Discovery” of suspected unauthorized access, acquisition, disclosure, or theft of County Data (a “Security Breach”).

“Discovery” means the first day on which the Security Breach is known to Contractor. Upon Discovery of a

Security Breach, Contractor shall do the following: (a) take reasonable measures to promptly cure the

REV June 2024 deficiencies relating to the Security Breach in order to secure County Data; (b) cooperate with the County in investigating the occurrence, including making available all relevant records, logs, files, and data reporting materials required upon request by the County; and (c) comply with all applicable federal or state laws and regulations pertaining to unauthorized disclosures or as otherwise directed by the County.

If Contractor uses or possesses County Data described in Exhibit II (HIPAA), Exhibit III (PII), or Exhibit IV

(CJIS), Contractor shall follow the procedures in the applicable Exhibits governing the unauthorized access/disclosure or theft of County Data.

11.3. Storage of County Data. Contractor shall only possess, access, store, host, and/or process County Data at and from data centers located within the United States of America (the “U.S.”). Contractor shall not permit

Contractor Employees to possess, access, store, host, and/or process County Data on portable devices, including, but not limited to, personal computers, tablets, laptops, and phones, except for portable devices that encrypt County Data at rest, have up-to-date firewall and antivirus protection, require multi-factor authentication to access, and are used and kept within the U.S. Contractor may permit its Contractor

Employees to access County Data remotely within the U.S. but only as required to provide the Deliverables.

11.4. Requirements for PCI Data. If Contractor possesses, accesses, stores, hosts, processes, or transmits

County Data that is considered Payment Card Industry (PCI) Data by the PCI Security Standards

Council, Contractor shall comply with PCI Data Security Standard (DSS) and shall provide the County with a copy of its PCI DSS Attestation of Compliance and its Certificate of Compliance with PCI Data

Security Standard on or before the Effective Date. Contractor warrants that it will keep its

Certification of Compliance with PCI Data Security Standard current and will provide evidence that the

Certification of Compliance is current to County upon request.

11.5. Response to Legal Request for County Data. If the County receives a Court Order, a Freedom of

Information Act (FOIA) request, or other legal request to provide County Data held by Contractor, then

Contractor shall provide County Data to the County, in a format directed by the County, within the time frame required by law.

11.6. Obligations upon Expiration, Termination or Cancellation of Contract. At the County’s sole discretion, upon expiration, termination, or cancellation of this Contract, Contractor shall return County Data in a mutually agreeable format in a prompt and orderly manner or provide for the secure disposal of County

Data as directed by County.

§12. INFORMATION TECHNOLOGY STANDARDS. If Contractor provides a technology application or requires the use of the Internet to access a Deliverable, the following sections apply:

12.1. County Standards. If Contractor or Contractor Employees will be given access to the County Network, Contractor and Contractor Employees shall comply with the County Electronic Communications and Use of Technology Policy.

REV June 2024

12.2. Implementation of Security Measures. Contractor shall implement and maintain appropriate administrative, technical, and organizational security measures to safeguard against unauthorized access to the County Network, County Data, and Contractor’s network/system(s) used to access County Data.

Such measures shall be in accordance with security industry best practice and not less stringent than the measures Contractor applies to protect its own data of a similar kind. The County shall have the right to audit, inspect, and test Contractor’s network and system security.

12.3. Security Reporting. Contractor shall provide County with its SOC2 Type 2 report, which must be assessed by an independent auditor, or provide County with a completed County security questionnaire if Contractor does not have a SOC2 Type 2 report. Contractor shall provide County with Contractor’s

SOC2 Type 2 report or the completed County security questionnaire, on or prior to the Effective Date of this Contract, and within five (5) Business Days of a written request by County during the duration of this Contract. County will not make more than one request per year for the Contractor’s SOC2 Type 2 report or for the Contractor to provide County with a completed County security questionnaire, unless

County has reasonable cause to do so. If Contractor has a SOC2 Type 2 report, Contractor shall keep its

SOC2 Type 2 report up to date for the duration of this Contract.

§13. GENERAL TERMS AND CONDITIONS

13.1. Access to County Property or Facilities. As set forth in this Contract, Contractor has access to and the right to use County property and facilities necessary to perform this Contract. Unless otherwise provided in this Contract or Contractor receives prior written permission from the County’s Director responsible for the department requiring access outside of Business Days, Contractor may only access and use County property and facilities for performance of this Contract on Business Days.

13.2. Signs on County Property or Facilities. Contractor shall not place any signs or advertisements on

County property or facilities without the prior written permission of the County’s Director of Facilities

Management, successor, or designee.

13.3. Use of County Property or Facilities. While performing this Contract, Contractor shall keep County property or facilities, and anything stored thereon in a clean, safe, sanitary, responsible, and healthful condition and shall keep the property and facilities in a manner that will not prevent or interfere with the County’s performance of its functions.

13.4. Removal of Contractor's Personal Property. At the expiration or termination of this Contract, Contractor shall leave County property or facilities in the same condition that Contractor found them and clean of all rubbish. Contractor shall remove all of its personal property within thirty (30) Days of expiration or termination of this Contract. If Contractor does not remove its personal property within the thirty (30) Day period, then the County may, at County’s sole discretion, dispose of the personal

REV June 2024 property and bill Contractor for any costs associated with the removal and disposal or keep, have all rights to, and be the owner of the personal property.

13.5. Damage to County Property or Facilities. Contractor shall be responsible for any damage to any County property or a facility that is caused by Contractor. If damage occurs, the County shall make the necessary repairs and/or replacements or cause a third-party to make the necessary repairs or replacements, provided, however, that Contractor shall reimburse the County for all costs associated with repairing and/or replacing the damaged property or facilities. Without limiting any of County’s other setoff rights in this Contract, County has the right to set-off those costs and/or damages from any amounts due and owing Contractor.

13.6. Damage to Contractor’s Property. Contractor shall be solely liable and responsible for any loss or damage to

Contractor’s personal property located, kept, or stored on or at County property or facilities during performance of this Contract.

13.7. County’s Right to Suspend Contract Performance. Upon written notice, the County may require

Contractor to suspend performance of this Contract if Contractor has failed to comply with any federal, state, or local laws or any requirements contained in this Contract. The right to suspend performance of this Contract is in addition to the County’s right to terminate and/or cancel this Contract. The County shall incur no penalty, expense, or liability to Contractor if the County suspends performance of this

Contract under this Section.

13.8. Discrimination. Contractor, and its subcontractors under this Contract, shall not discriminate against an employee or an applicant for employment in hiring, any terms and conditions of employment or matters related to employment regardless of race, color, religion, sex, sexual orientation, gender…