BOILERPLATE_Services Contract_Professional and Cyber_2024 March.pdf

OAKLAND COUNTY PURCHASING

CONTRACT NUMBER 0XXXXX

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Buyer: CJS CONTRACT NUMBER: 0XXXXX Event # 000XXX

CONTRACT between the COUNTY OF OAKLAND and CONTRACTOR

The County and the Contractor may be referred to individually as a “Party” or collec vely as the “Par es.” The Par es agree to the a ached terms and condi ons:

FOR THE CONTRACTOR:

SIGN:

FOR THE COUNTY:

SIGN: SIGN:

Contract Administrator Aaron Wagner, Chief Procurement Officer or

Paula S. Reyes, Chief of Purchasing

Not To Exceed Amount: $[NotToExceed] Effec ve Date: [Contract Effec ve Date] Expira on Date:[Expire Date]

Contract Descrip on:

Contractor Address: Contract Administrator Informa on:

Vendor No: [Vendor Number]

Buyer and Purchasing Informa on:

County Contract Administrator and Using Department:

Buyer: Courtney Scian

OAKLAND COUNTY PURCHASING

2100 Pon ac 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 Sec ons for the convenience of the Par es.

Sec on 1. Contract Defini ons

Sec on 2. Contract Term and Renewal

Sec on 3. Contract Administra on and Amendments

Sec on 4. Contract Termina on

Sec on 5. Scope of Deliverables and Financial/Payment Obliga ons

Sec on 6. Contractor’s Warran es and Assurances

Sec on 7. Liability

Sec on 8. Insurance and Bond Requirements

Sec on 9. Intellectual Property

Sec on 10. Confiden al Informa on

Sec on 11. County Data

Sec on 12. Informa on Technology Standards

Sec on 13. General Terms and Condi ons

§1. CONTRACT DEFINITIONS

The following words when printed with the first le er capitalized shall be defined and interpreted as follows, whether used in the singular or plural, nomina ve or possessive case, and with or without quota on marks:

1.1. “Amendment” means any change, clarifica on, or modifica on to this Contract.

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

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

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

1.4. “Confiden al Informa on” means all informa on and data that the County is required or permi ed by law to keep confiden al, which includes computer so ware, 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.

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

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

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

1.8. “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 Iden fiable Informa on)

1.8.4. ☐ Exhibit IV: Requirements for Contractors with Access to Criminal Jus ce Informa on

1.8.5. ☐ Exhibit V: Federally Funded Contract Requirements

1.8.6. ☐ Exhibit VI: So ware 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 Obliga ons

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 ac ng in their personal, representa ve, or official capaci es. “County Agent” shall also include any person who was a “County Agent” any me during the term of this Contract but, for any reason, is no longer employed, appointed, or elected and in that capacity.

1.11. “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

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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 so ware that is interconnected via fiber op c, wireless, or other communica on mediums for the purposes of County hos ng, processing, using, sharing, and/or transpor ng data, video, voice, or any other form of informa on.

1.13. “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. “Effec ve Date” means midnight on the date listed on the first page of this Contract.

1.16. “Expira on 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 Administra on (SSA) that allows par cipa ng employers to electronically verify the employment eligibility of their newly hired employees. Informa on and the registra on process are found at the E-Verify website:

h ps://e-verify.uscis.gov/enroll.

1.18. “Intellectual Property” means any developments, improvements, designs, innova ons, and materials that may be the subject of a trademark/servicemark, copyright, patent, trade secret, which includes ideas, concepts, inven ons, and processes related to the development and opera on of computer so ware and systems.

1.19. “Iran-Linked Business” is defined in the Michigan Compiled Laws (MCL), specifically MCL 129.312, being Sec on 2 of Public Act 517 of 2012.

1.20. “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 Qualifica ons, or Request for Quotes.

1.22. “Purchase Order” means the County’s wri en request to Contractor for Deliverables pursuant to this Contract. The Purchase Order may include terms regarding delivery schedule, payment, and transporta on.

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.

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2.2. Contract Renewal. Unless otherwise provided herein, the Par es are under no obliga on to renew or extend this Contract a er the Expira on Date. This Contract may only be extended by an Amendment.

2.3. Legal Effect. This Contract shall be effec ve and binding when all of the following occur: (a) this Contract is signed by a Contractor Employee, legally authorized to bind Contractor; (b) this Contract is signed by an authorized County Agent; (c) all Contractor cer ficates of insurance, required by this Contract, are submi ed and accepted by Purchasing; and (d) any other condi ons precedent to this Contract have been met.

§3. CONTRACT ADMINISTRATION AND AMENDMENTS

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

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

3.3. Project Managers. Each Party may designate an employee or agent to act as a Project Manager. If Project Managers are selected, they shall be listed, along with their duties, in Exhibit IX. Unless otherwise stated in Exhibit IX, the County’s Project Manager has no authority to amend this Contract.

3.4. Contract Administrators. The County shall designate an employee or agent to act as Contract Administrator(s). Contractor may designate its employee or agent to act as Contract Administrator(s).

The Contract Administrators shall be listed on the first page of this Contract. The County’s Contract Administrator(s) shall be responsible for monitoring and coordina ng day-to-day ac vi es under this Contract, reviewing Deliverables and invoices, and submi ng requests for Amendments to Purchasing.

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

3.5. Contract Amendments. All Amendments to this Contract must be in writing. This Contract shall not be amended by any packing slip, Purchase Order, invoice, click through license agreement, or Contractor policies or agreements published on Contractor’s website or otherwise. Amendments to this Contract shall be issued only by Purchasing. The Amendment shall be effective when signed by an authorized Contractor Employee and an authorized County Agent.

3.6. Unauthorized Changes. Contract changes shall not be effec ve un l an Amendment containing the change is executed according to the procedures described in this Contract. If the Contractor is directed to perform work that Contractor believes is a change in the Contract/Deliverables, then Contractor must no fy Purchasing that it believes the requested work is a change to the Contract before performing the requested work. If Contractor fails to no fy Purchasing before beginning the requested work, then Contractor waives any claims for addi onal compensa on for performing the requested work. If Contractor begins work that is outside the scope of this Contract or begins work before an Amendment

REV March 2024 is executed and then stops performing that work, Contractor must, at the request of the County, undo any out-of-scope work that the County believes would adversely affect the County.

3.7. Precedence of Contract Documents. In the event of a conflict, the terms and condi ons contained in Sec ons 1 through 13 of this Contract shall prevail and take precedence over any allegedly conflic ng provisions in all Contract Documents, Exhibits, Purchase Orders, and other documents expressly incorporated herein. Terms and condi ons contained in Contractor invoices, packing slips, receipts, acknowledgments, click-through licenses, and similar documents shall not change the terms and condi ons of this Contract.

§4. CONTRACT TERMINATION

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

4.1.1. Immediate Termina on. The County may terminate or cancel this Contract, in whole or in part, immediately, upon no ce to Contractor, if any of the following occur: (a) Contractor, officer of Contractor, or an owner of a 25% or greater share of Contractor is convicted of a felony criminal offense or a criminal offense involving or related to Contractor’s business; or (b) if any third-party funding for this Contract is reduced or terminated.

4.1.2. Termina on for Convenience. The County may terminate or cancel this Contract, in whole or part, at any me, upon ninety (90) Days’ no ce to Contractor, for any reason, including convenience without incurring obliga on or penalty of any kind. The effec ve date for termina on or cancella on shall be clearly stated in the no ce.

4.2. Contractor Termina on. Contractor may terminate or cancel this Contract, in whole or part, upon one hundred and eighty (180) Days’ no ce to the County, if the County materially breaches any duty or obliga on contained herein and within such no ce period has failed or has not reasonably a empted to cure the breach. The effec ve date of termina on or cancella on and the specific alleged default shall be clearly stated in the no ce to the County.

4.3. County’s Obliga ons Upon Termina on. The County’s sole obliga on in the event of termina on or cancella on of this Contract is for payment of the actual Deliverables provided to the County before the effec ve date of termina on. Under no circumstances shall the County be liable for any future loss of income, profits, any consequen al damages, any loss of business opportuni es, revenues, or any other economic benefit Contractor may have realized but for the termina on or cancella on of this Contract.

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

4.4. Contractor’s Obliga ons Upon Termina on. If this Contract terminates for any reason, then Contractor must do the following: (a) at County’s sole request and discre on, cease providing all Deliverables as

REV March 2024 specified at the me stated in the no ce of termina on; (b) take any ac on necessary, or as the County may direct, to preserve and protect Deliverables or other property derived or resul ng from the Contract that is in Contractor’s possession; (c) return all materials and property provided to Contractor by the County; (d) unless otherwise directed by the County, transfer tle in and deliver to the County all Deliverables in the possession of Contractor (which Deliverables are transferred to the County “As-Is”, except to the extent the amounts paid by the County for these Deliverables include warran es or warranty services and, in that situa on, the Deliverables will be transferred with the warranty or warranty services and not “As-Is”); and (e) take any ac on to mi gate and limit any poten al damages, including terminate or limit, as applicable, those subcontracts and outstanding orders for materials and supplies connected with or related to this Contract.

4.5. Assumption of Subcontracts. If Contractor is in breach of this Contract and the County terminates this Contract, then the County may assume, at its option, any subcontracts and agreements for Deliverables provided under the Contract and may pursue completion of the Deliverables by replacement Contract or otherwise as the County, in its sole judgment, deems expedient.

§5. SCOPE OF DELIVERABLES AND FINANCIAL/PAYMENT OBLIGATIONS

5.1. Performance of Deliverables. Contractor shall provide all Deliverables iden fied in and as set forth in Exhibit IX, any Purchase Orders, and/or any Amendments to this Contract.

5.2. So ware License(s). If Contractor requires County to comply with a so ware license or any other third-party terms, the so ware license or other third-party terms must be a ached to this Contract in Exhibit VI, and the Par es shall follow the terms and condi ons therein. County is not obligated to follow or comply with any so ware license or other third-party terms that are not a ached to or included in this Contract. Unless specifically agreed to by County in wri ng, if County Agents are required to accept click through license terms or any other terms not included in this Contract to access or use any of the Deliverables in this Contract, the terms and condi ons of those click through licenses and other terms are without force and effect.

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

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

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

REV March 2024 receiving the invoice. Unless otherwise set forth in the Exhibits, the County shall only pay Contractor for Deliverables under this Contract and not any subcontractors or assignees of Contractor.

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

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

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

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

§6. CONTRACTOR’S WARRANTIES AND ASSURANCES

6.1. Full Knowledge of Contract Expecta ons. Contractor warrants that before submi ng its Proposal and/or entering into this Contract, it had a full opportunity to review all County requirements and/or expecta ons for this Contract. Contractor is responsible for being adequately and properly prepared to execute this Contract. Contractor has sa sfied itself in all material respects that it will be able to perform the Contract as specified herein.

6.2. Complete and Accurate Representa ons. Contractor cer fies that all statements, assurances, records, and materials submi ed to the County in connec on with seeking and obtaining this Contract have been truthful, complete, and accurate.

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

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.

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6.5. Contractor Incidental Expenses. Except as otherwise expressly provided in this Contract, Contractor shall be solely responsible and liable for all costs and expenses associated or needed to perform this Contract, including, but not limited to, any professional dues, associa on fees, license fees, fines, taxes, and penal es.

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

6.7. Contractor Employees.

6.7.1. Number and Qualifica ons of Contractor Employees. Contractor shall employ and assign qualified Contractor Employees as necessary and appropriate to perform this Contract. Contractor shall ensure all Contractor Employees have the knowledge, skill, and qualifica ons to perform this Contract and possess any necessary licenses, permits, cer ficates, and governmental authoriza ons as may be required by law.

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

6.7.3. Removal or Reassignment of Personnel at the County’s Request. Contractor shall remove a Contractor Employee performing work under this Contract at the County’s request provided that the County’s request is based on legitimate, good-faith reasons. Replacement personnel for the removed person must be fully qualified for the position. If the removal of a Contractor Employee results in an unanticipated delay, which is attributable to the County, then this delay shall not be considered a breach of the Contract and the terms and conditions of this Contract effected by the removal will be adjusted accordingly.

6.7.4. Contractor Employee Iden fica on. If requested by the County, Contractor Employees shall wear and display a County-provided iden fica on badge at all mes while working on County premises. In order to receive a County iden fica on badge, a Contractor Employee shall sign the “Acknowledgement of Independent Contractor Status” form, Exhibit VIII to this Contract. Contractor shall return all County-provided iden fica on(s) upon comple on of Contractor’s obliga ons under this Contract.

6.7.5. Background Checks. At the County’s request, Contractor Employees performing work under this Contract shall be subject to a background check by the County. The scope of the background check is at the discre on of the County and the results will be used to determine Contractor Employee’s eligibility to perform work under this Contract. Any request for background checks will be ini ated by the County and will be reasonably related to the type of work requested. Contractor and Contractor Employees shall provide all informa on or documents necessary to perform the background check.

6.7.6. Contractor Employee Expenses. All Contractor Employees shall be employed at the Contractor’s sole expense (including employment-related taxes and insurance). Contractor warrants that all Contractor Employees shall fully comply with and adhere to the terms of this Contract. Contractor shall be solely liable for all applicable Contractor Employees’ federal, state, or local payment withholdings or

REV March 2024 contribu ons and/or all Contractor Employee related pension or welfare benefits plan contribu ons under federal or state law. Contractor shall indemnify, defend, and hold the County harmless for all Claims against the County by any Contractor Employee, arising out of any contract for hire or employer-employee rela onship between Contractor and any Contractor Employee including, but not limited to, Worker’s Compensa on, disability pay, or other insurance of any kind.

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

6.8. Acknowledgment of Independent Contractor Status.

6.8.1. Independent Contractor. Nothing in this Contract is intended to establish an employer-employee rela onship between the County and Contractor or any Contractor Employee. In no event, shall Contractor Employees be deemed employees, agents, volunteers, or subcontractors of the County.

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

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

6.8.3. County Benefits and Plans. Contractor and Contractor Employees shall not be en tled to par cipate in any County employee benefit plans and programs, including but not limited to, re rement, deferred compensa on, insurance (including without limita on, health, disability, dental, and life), and vaca on pay. This limita on includes access to benefit plans and programs that are not described by a wri en plan. However, Contractor Employees who are re red County Employees may receive vested post-employment benefits such as re ree health care and pension benefits from Oakland County.

6.8.4. County Reliance. The County entered into this Contract in reliance of the representa ons made by Contractor regarding its understanding of the role of independent contractors, its stated rela onship to Contractor Employees, and other representa ons Contractor has made regarding the management and performance oversight of Contractor Employees.

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

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6.9. Permits and Licenses. Contractor shall be responsible for obtaining and maintaining, throughout the term of this Contract, all licenses, permits, cer ficates, governmental authoriza ons, and business/professional licenses necessary to perform this Contract. Upon request by the County, Contractor shall furnish copies of any permit, license, cer ficate, or governmental authoriza on necessary to perform this Contract.

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

Contractor’s execution of this Contract constitutes a certification that they are authorized to certify on behalf of Contractor and do hereby certify on behalf of Contractor that the Contractor has registered with, has and will participate in, and does and will continue to utilize once registered and throughout the term of this Contract and any permissible extension hereof, the E-Verify Program (or any successor program implemented by the federal government or its departments or agencies) to verify the work authorization status of all newly hired employees employed by the Contractor.

6.11. Iran-Linked Business Cer fica on. Contractor cer fies that it is not an Iran-Linked Business. Contractor further cer fies that it was not an Iran-Linked Business at the me it submi ed its Proposal for this Contract. Contractor must promptly no fy the County, if Contractor becomes an Iran-Linked Business at any me during this Contract.

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

6.13. Taxes.

6.13.1. Contractor Taxes. Contractor shall collect and pay its local, state, and federal taxes, including but not limited to, all employment taxes, sales taxes, personal property taxes, and real property taxes. The County shall not be liable to or required to reimburse Contractor for any local, state, or federal tax of any kind.

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

6.14. Warranty for Services. Contractor warrants that all Deliverables that are services shall be performed in compliance with all applicable laws, statutes, regula ons, ordinances, requirements and specifica ons in the Exhibits, industry best prac ces and care, professional standards, and in a diligent, workmanlike, REV March 2024 and expedi ous manner. Contractor acknowledges and agrees that me is of the essence for all Deliverables that are services.

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

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

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

6.15.3. Warranty of Title. All goods provided to the County shall be provided: (a) with good tle; (b) free from any security interest, lien, or encumbrance that the County did not have knowledge of when the Contract was executed; and (c) free of any righ ul claim of infringement or similar claim by a third-party.

6.16. ADA and Sec on 508 Compliance. If Contractor is providing a Deliverable that requires County Agents or the public to use a so ware applica on or to access a website, Contractor warrants that end users can u lize the so ware or access the website in accordance with the accessibility requirements of the ADA and the Rehabilita on Act of 1973. Contractor’s Deliverable will conform, where relevant, to level AA of the World Wide Web Consor um (W3C) Web Content Accessibility Guidelines (WCAG) 2.1. Any addi onal compliance requirements shall be specified in the Scope of Contractor’s Deliverables Exhibit IX.

§7. LIABILITY

7.1. CONTRACTOR INDEMNIFICATION. CONTRACTOR SHALL INDEMNIFY, DEFEND, AND HOLD THE COUNTY HARMLESS FROM ALL CLAIMS, INCURRED BY OR ASSERTED AGAINST THE COUNTY BY ANY PERSON OR ENTITY, WHICH ARE ALLEGED TO HAVE BEEN CAUSED DIRECTLY OR INDIRECTLY FROM THE ACTS OR OMISSIONS OF CONTRACTOR OR CONTRACTOR’S EMPLOYEES. THE COUNTY’S RIGHT TO INDEMNIFICATION

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

7.2. NO INDEMNIFICATION FROM THE COUNTY. CONTRACTOR SHALL HAVE NO RIGHTS OR CLAIMS AGAINST THE COUNTY FOR INDEMNIFICATION, CONTRIBUTION, SUBROGATION, OR ANY OTHER SIMILAR

RIGHT TO BE REIMBURSED BY THE COUNTY.

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.

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7.3.2. COUNTY SHALL NOT BE LIABLE IN CONTRACT, TORT, EQUITY, STRICT LIABILITY, UNDER STATUTE, OR ANY OTHER THEORY OF LIABILITY, FOR TOTAL AGGREGATE DAMAGES IN EXCESS OF COUNTY’S PAYMENT

OBLIGATIONS TO CONTRACTOR FOR THE DELIVERABLES PROVIDED UNDER THIS CONTRACT.

§8. INSURANCE AND BOND REQUIREMENTS

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

8.2. Contractor Provided Bonds. Pursuant to Public Act 213 of 1963, if the Contract Not to Exceed Amount exceeds fi y thousand dollars ($50,000.00) and the Contract is for the construc on, altera on, or repair of any public building or public work or improvement of the County, then the Contractor shall furnish, at its sole cost, a performance bond and a payment bond to the County, which shall become binding upon execu on of the Contract. Each bond shall be in an amount fixed by the County, as set forth in Exhibit IX, but in no event shall each bond be less than 25% of the Contract Not to Exceed Amount.

§9. INTELLECTUAL PROPERTY

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

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

9.2. Contractor License to Use County Servicemarks. If this Contract involves the use of County servicemarks, then Contractor is granted a license to use the servicemarks subject to the terms listed in Exhibit VII. Contractor shall only use the servicemarks as directed by the County in Exhibit VII. If Exhibit VII is not selected and attached to this Contract, Contractor shall not and has no right to use County servicemarks.

9.3. Assignment of Rights. In consideration for the performance of this Contract and the fees paid to Contractor, Contractor agrees to the following: (a) Contractor shall have no copyright, patent, trademark, or trade secret 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, REV March 2024 copyrights, or trademarks with federal or state agencies. Contractor shall ensure Contractor Employees assign their rights and interests in County Intellectual Property to the County.

9.4. Infringement Remedies. If, in either Party’s opinion, any of the services or Deliverables supplied by Contractor are likely to become the subject of a copyright, patent, trademark, or trade secret infringement claim, Contractor shall at its own expense: (a) procure for County the right to continue using the services or Deliverables, or if this option is not reasonably available to Contractor; (b) replace or modify the same so that it becomes non-infringing; or (c) accept its return by County with appropriate credits or refund to County and reimburse County for any losses or costs incurred as a consequence of County ceasing its use and returning it.

§10. CONFIDENTIAL INFORMATION

10.1. Contractor Use of Confidential Information. Contractor and Contractor Employees shall use appropriate safeguards to protect the confidentiality and integrity of Confidential Information. Contractor shall not reproduce, provide, disclose, or give access to Confidential Information to any Contractor Employee or third party not having a legitimate need to know. Contractor and Contractor Employees shall only use the Confidential Information for performance of this Contract. Notwithstanding the foregoing, Contractor may disclose the Confidential Information, if required by law, statute, or other legal process; provided that Contractor: (a) gives the County prompt written notice of the impending disclosure; (b) provides reasonable assistance to the County in opposing or limiting the disclosure; and (c) makes only such disclosure as is compelled or required. This Contract imposes no obligation upon Contractor with respect to any Confidential Information which Contractor can establish by legally sufficient evidence: (a) was in possession of or was known by Contractor, prior to its receipt from the County, without any obligation to maintain its confidentiality; or (b) is obtained by Contractor from a third-party having the right to disclose it, without an obligation to keep such information confidential.

10.2. County Confiden ality Obliga ons. County has no obliga on to Contractor to keep confiden al any informa on or records that are required to be disclosed by County under the Michigan Freedom of Informa on Act, 1976 PA 442, as amended (the “FOIA”) nor shall County be obligated to inform or provide no ce to Contractor regarding the disclosure of informa on or records that are required to be disclosed under the FOIA. Furthermore, County may disclose Confiden al Informa on to third par es if required by law, statute, subpoena, court order, or other legal process.

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

11.1. Use of County Data. Contractor and Contractor Employees shall have a limited license to County Data, including a license to collect, process, store, generate, and display County Data but only to the extent necessary to provide services under this Contract. Contractor and Contractor Employees may not use, sell, rent, share, transfer, distribute, or otherwise disclose or make available County Data to any third-party, for Contractor’s own purposes, or for the benefit of anyone other than the County, without the County’s prior written consent, unless otherwise provided for within an Exhibit to this Contract.

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11.2. Unauthorized Access/Disclosure or The of County Data. Contractor shall notify the County’s Chief Information Officer as soon as practicable but no later than forty-eight (48) hours of “Discovery” of suspected unauthorized access, acquisition, disclosure, or theft of County Data (a “Security Breach”).

“Discovery” means the first day on which the Security Breach is known to Contractor. Upon Discovery of a Security Breach, Contractor shall do the following: (a) take reasonable measures to promptly cure the deficiencies relating to the Security Breach in order to secure County Data; (b) cooperate with the County in investigating the occurrence, including making available all relevant records, logs, files, and data reporting materials required upon request by the County; and (c) comply with all applicable federal or state laws and regulations pertaining to unauthorized disclosures or as otherwise directed by the County.

If Contractor uses or possesses County Data described in Exhibit II (HIPAA), Exhibit III (PII), or Exhibit IV (CJIS), Contractor shall follow the procedures in the applicable Exhibits governing the unauthorized access/disclosure or theft of County Data.

11.3. Storage of County Data. Contractor shall only possess, access, store, host, and/or process County Data at and from data centers located within the United States of America (the “U.S.”). Contractor shall not permit Contractor Employees to possess, access, store, host, and/or process County Data on portable devices, including, but not limited to, personal computers, tablets, laptops, and phones, except for portable devices that encrypt County Data at rest, have up-to-date firewall and antivirus protection, require multi-factor authentication to access, and are used and kept within the U.S. Contractor may permit its Contractor Employees to access County Data remotely within the U.S. but only as required to provide the Deliverables.

11.4. Requirements for PCI Data. If Contractor possesses, accesses, stores, hosts, processes, or transmits County Data that is considered Payment Card Industry (PCI) Data by the PCI Security Standards Council, Contractor shall comply with PCI Data Security Standard (DSS) and shall provide the County with a copy of its PCI DSS Attestation of Compliance and its Certificate of Compliance with PCI Data Security Standard on or before the Effective Date. Contractor warrants that it will keep its Certification of Compliance with PCI Data Security Standard current and will provide evidence that the Certification of Compliance is current to County upon request.

11.5. Response to Legal Request for County Data. If the County receives a Court Order, a Freedom of Informa on Act (FOIA) request, or other legal request to provide County Data held by Contractor, then Contractor shall provide County Data to the County, in a format directed by the County, within the me frame required by law.

11.6. Obliga ons upon Expira on, Termina on or Cancella on of Contract. At the County’s sole discre on, upon expira on, termina on, or cancella on of this Contract, Contractor shall return County Data in a mutually agreeable format in a prompt and orderly manner or provide for the secure disposal of County Data as directed by County.

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

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

12.2. Implementa on of Security Measures. Contractor shall implement and maintain appropriate administra ve, technical, and organiza onal security measures to safeguard against unauthorized access to the County Network, County Data, and Contractor’s network/system(s) used to access County Data.

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

12.3. Security Repor ng. Contractor shall provide County with its SOC2 Type 2 report, which must be assessed by an independent auditor, or provide County with a completed County security ques onnaire if Contractor does not have a SOC2 Type 2 report. Contractor shall provide County with Contractor’s SOC2 Type 2 report or the completed County security ques onnaire, on or prior to the Effec ve Date of this Contract, and within five (5) Business Days of a wri en request by County during the dura on of this Contract. County will not make more than one request per year for the Contractor’s SOC2 Type 2 report or for the Contractor to provide County with a completed County security ques onnaire, unless County has reasonable cause to do so. If Contractor has a SOC2 Type 2 report, Contractor shall keep its SOC2 Type 2 report up to date for the dura on of this Contract.

§13. GENERAL TERMS AND CONDITIONS

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

13.2. Signs on County Property or Facili es. Contractor shall not place any signs or adver sements on County property or facili es without the prior wri en permission of the County’s Director of Facili es Management, successor, or designee.

13.3. Use of County Property or Facili es. While performing this Contract, Contractor shall keep County property or facili es, and anything stored thereon in a clean, safe, sanitary, responsible, and healthful condi on and shall keep the property and facili es in a manner that will not prevent or interfere with the County’s performance of its func ons.

13.4. Removal of Contractor's Personal Property. At the expira on or termina on of this Contract, Contractor shall leave County property or facili es in the same condi on that Contractor found them and clean of all rubbish. Contractor shall remove all of its personal property within thirty (30) Days of

REV March 2024 expira on or termina on of this Contract. If Contractor does not remove its personal property within the thirty (30) Day period, then the County may, at County’s sole discre on, dispose of the personal property and bill Contractor for any costs associated with the removal and disposal or keep, have all rights to, and be the owner of the personal property.

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

13.6. Damage to Contractor’s Property. Contractor shall be solely liable and responsible for any loss or damage to Contractor’s personal property located, kept, or stored on or at County property or facilities during performance of this Contract.

13.7. County’s Right to Suspend Contract Performance. Upon wri en no ce, the County may require Contractor to suspend performance of this Contract if Contractor has failed to comply with any federal, state, or local laws or any requirements contained in this Contract. The right to suspend performance of this Contract is in addi on to the County’s right to terminate and/or cancel this Contract. The County shall incur no penalty, expense, or liability to Contractor if the County suspends performance of this Contract under this Sec on.

13.8. Discrimina on. Contractor, and its subcontractors under this Contract, shall not discriminate against an employee or an applicant for employment in hiring, any terms and condi ons of employment or ma ers related to employment regardless of race, color, religion, sex, sexual orienta on, gender iden ty or expression, na onal origin, age, gene c informa on, height, weight, disability, veteran status, familial status, marital status or any other reason, that is unrelated to the person's ability to perform the du es of a par cular job or posi on, in accordance with applicable federal and state laws.

13.9.…