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HomeMy WebLinkAboutResolutions - 2010.04.22 - 10007„ Miscellaneous Resolution #' i0O71 April 22, 2010 BY: General Government Committee, Commissioner Christine Long, Chairperson RE: Board of Commissioners — Approval of Contracts to Broadcast Board of Commissioners' Meetings TO: Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS the Oakland County Board of Commissioners has expressed an interest in having Board of Commissioner's meetings taped for broadcast on public access and government access networks; and WHEREAS a proposal was submitted by a consortium of local community cable producers to record, produce and distribute coverage of four (4) Oakland County Board of Commissioners' meetings; and WHEREAS the consortium is comprised of the following entities: • Bloomfield Community Television (on behalf of the Birmingham Area Cable Board) • Civic Center Media, LLC (on behalf of Greater West Bloomfield Cable Communications Commission) • Orion Neighborhood Television (on behalf of Orion Community Cable Communications Commission) * Southwest Oakland Cable Commission, and WHEREAS the local community cable producers comprising the consortium have each agreed to rotate the production and distribution of four (4) Oakland County Board of Commissioners' meetings at no cost to Oakland County, and WHEREAS the proposal provides that the recordings will be provided for local governmental channels in each Oakland County city, village or township for Cablecasting at their discretion; and WHEREAS each of the local community cable producers will provide insurance documentation as required by Oakland County. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners accepts the proposal of the local community cable producers. which includes: Bloomfield Community Television (on behalf of the Birmingham Area Cable Board); Civic Center Media, LLC (on behalf of Greater West Bloomfield Cable Communications Commission); Orion Neighborhood Television (on behalf of Orion Community Cable Communications Commission); and Southwest Oakland Cable Commission; to record, produce and distribute coverage of four (4) Oakland County Board of Commissioners' meetings to the 61 cities, villages and townships in Oakland County, at no cost to Oakland County. BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners authorizes a contract, as approved by Corporation Counsel, with Bloomfield Community Television (on behalf of the Birmingham Area Cable Board): Civic Center Media, LLC (on behalf of Greater West Bloomfield Cable Communications Commission): Orion Neighborhood Television (on behalf of Orion Community Cable Communications Commission); and Southwest Oakland Cable Commission; produce and distribute coverage for four (4) Board of Commissioners' meetings at no cost to Oakland County. BE IT FURTHER RESOLVED that the Board Chairman is authorized to sign the contracts on behalf of the Board of Commissioners. Chairperson, on behalf of the General Government Committee, I move the adoption of the foregoing Resolution. GENERAL GOVERNMENT COMMITTEE (_\(-Y\A GENERAL GOVERNMENT COMMITTEE: Motion carried unanimously on a roll call vote with Capello absent. [-'age lot 2 . Oh Larry Doyle From: David Abery rdavealoery@corncast net] Sent: Monday, January 18, 2010 10:48 PM To: DOYLE LARRY; GERSHENSON MARCIA; SCOTT JOHN; TAUS SHELLEY; MCLAIN ELAINE; GRIFFITHS DIANE: CHRISTIAN JANET; FIFER CAREN COLLINS; HAWKINS LISA; MILIA CHRIS Subject: CABLECASTING OF OCBC MEETINGS January 18. 2010 Larry Doyle Administrative Director Oakland County Board of Commissioners Dear Mr. Doyle: I am writing, on behalf of the governmental entities which have agreed to provide coverage of meetings of the Oakland County Board of Commissioners this year. Those entities are: Birmingham Community Television (on behalf of the Birmingham Area Cable Board) Civic Center Media, LLC (on behalf of the Greater West Bloomfield Cable Communications Commission) the Orion Community Cable Communications Commission the Southwest Oakland Cable Commission the city of Southfield the Charter Township of Waterford We are proposing that each of the entities produce and distribute coverage of one OCBC meeting at NO cost to the Commission. The recordings will be provided to local governmental information channels in each Oakland County city. township, and village for cablecasting at their discretion. The partner communities ask that this proposal be considered and approved by the General Government Committee of the Oakland County Board of Commissioners at its February 8 meeting and by the Board of Commissioners at its February 18 meeting. Given approval by both bodies, coverage would begin with the March 3, 2010 Commission meeting. Each of the producing entities has been asked to provide insurance documentation as required by the County, and I will forward that material to you before January 29. Thanks again for your support of open and accessible government and your affirmation of the value of citizen knowledge of and participation in government. Sincerely, Dave Albery Executive Director Greater West Bloomfield Cable Communications Commission 248.682.65321248.736.3777 davealberv*corricast.net cc: Commissioner Marcia Gershenson Commissioner John Scott 1 /19/2010 4200 Telegraph Road P.0_ Box 489 Bloomfield Hills, MI 48303-0489 4/1/2010 Larry Doyle Administrative Director Oakland County Board of Commissioners 1200 North Telegraph Road County Service Center, Building 12 East Pontiac, Michigan, USA, 48341-0421 Dear Mr. Doyle, Bloomfield Community Television (BC7V) certifies that it has registered with, will participate in, and continue to utilize, the E-Verify Program to verify the work authorization status on all newly hired Contractor Employees. Regards, Steven Rota Operations Manager BCTV Studios 4200 Telegraph Road • P.O. Box 489 Bloomfield Hills MI • 48303-0489 Phone - 248 -433-7790 • Fax: 248 -642-7624 • www.bloomfieldtwp.org si • 73 Mr SE V .6 ar 171115 E Verify Company ID Number: 316169 To: Larry Doyle Administrative Director Oakland County Board of Commissioners 1200 North Telegraph Road County Service Center, Building 12 East Pontiac, Michigan, USA, 48341-0421 Civic Center Media, LLC, certifies that it has registered with, will participate in, and continue to utilize, the E-Verify Program to verify the work authorization status or all newly hired Contractor Employees,' Chris Milia Owner Civic Center Media, LLC 2201 St. Joseph Street West Bloomfield, MI 48324 r • . t, r\L N April 1, 2010 Larry Doyle Administrative Director Oakland County Board of Commissioners 1200 North Telegraph Road County Service Center, Building 12 Ezst Pontiac, Michigan, USA, 48341-0421 Dear Mr, Doyle, Orion Neighborhood Television certifies that it has registered with, will participate in, and continue to utilize once registered, the E-Verify Program to verify the work autilt./li4ducm Natus of all newly hired Contractor Employees. Sincerely. Orion Neighbornond T levision Diane Griffiths Executive Director studios SOUTFIWESTERN OAKLAND CABLE COMMISSION 33300 Nine Mile Road Farminoton MiGniaan Main Line: 248.473.2800 Fax: 248.473.8610 WWW.swoccstudios.com 4/1/2010 Larry Doyle Administrative Di Oakland County Board 1200 NortilTelegraph Roa County .Service Pont,iat,-Michi 421 atOlE7:11611 116 Dear Mr. Southwestem-pakland Cable Commission (SWOCC STRDIOS).certifies that it thas-fregiStered with, will participate in, and contreuetauttlize, once registered the E-Verify Program to verify the work authorization status or all newly hired Contractor Employees. Rega rds. Ka th e rjiiiieng a s 7 Access -brZih: utor SWOCC'SN s . _ EigiRaen 3131i 1 L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLANDI COUNTY MICHIGAN OAKLAND COUNTY PURCHASING DIVISION BOC/ OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET rURCHASING DIVISION CONTRACT NUMBER: Period : , 2010 through Contract - NOT TO EXCEED AMOUNT $ This "Contract" is made between the COUNTY OF OAKLAND, a Michigan Constitutional Corporation, hereinafter called "County'', and the "Contractor' as further described in the following Table. In this Contract either Contractor or the County may also be referred to individually as a "Party" or jointly as the "Parties". COUNTY OF OAKLAND 1200 N. Telegraph Road Pontiac, MI 48341-0047 (herein, the "County") Michigan Corporate I.D. No. herein the "Contractor') This Contract is organized and divided into the following "Section" or "Sections" for the convenience of the Parties. SECTION I. S.QOPE OF CONTRACTOR'S SERVICES SECTION 2. (,:_()UNTY PAYMENT OBLIGATION FOR CONTRACTORS SERVICES SECTION 3. CONTRACT EFFECTIVE DATE AND TERMINATION SECTION 4. CONTRACTOR ASSURANCES AND WARRANTIES sEcnoN 5. CONTRACTOR PROVIDED INSURANCE AND INDEMNIFICATION SECTION 6: CON FR ACT DOCUMENTS. DEFINITIONS. AND GENERAL TERMS AND CONDITIONS In consideration of the motto; promises, obligations, representations, and assurances in this Contract, the Parties agree to the following: SCOPE OF CONTRACTOR'S SERVICES Pie Contractor shall record and edit a minimum of one (1) Oakland County Board of Commissioner Meetings per year. Contractor shall obtain advance approval from the Board of Commissioner's Administrative Director prior to taping the meeting. The Contractor shall furnish a production crew and necessary equipment to video record the meeting on the date approved by the Board of Commissioner's Administrative Director. The Contractor shad distribute, within five (5) business days of the meeting. a VHS or DVD's to sixty- one (61) local communities in such a format to allow the Communities to broadcast the recording on their local cable channel. OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION PROFESSIONAL SERVICES CONTRACT NUMBER §1 . Page 1 Ito COUNTY MICHIGAN L. BROOKS PA'TTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION ••n111.11=0. The Contractor shall solely own any and all intellectual or other property rights in the recordings it makes of any Board of Commissioner Meetings. The County shall have no intellectual property rights in any such Contractor work product and hereby waives any such property rights. Similarly, the County waives any claim against the Contractor for any subsequent Contractor sale or licensing of its work product to any third party. The Contractor shall provide to the County, upon request and at no cost, up to five (5) copies, in DVD format, of any Board of Commissioner Meetings recorded by the Contractor. Contractor shall have no obligation to retain a copy of any such meeting recording for more than one year. The County's rights to the meeting recordings are fully set forth herein and the County shall have no additional rights to the meeting recordings. The County agrees that Contractor may sell or otherwise distribute copies of the meeting recordings to any third party in accordance with Contractor's business policies. To the extent permitted by law, the Parties agree that the County shall retain all obligations to which it is subject pursuant to the Michigan Freedom of Information Act ("EOM"), and that Contractor shall riot be subject to any EOIA requirements as a result of entering into this Contract or with respect to any meeting recordings. §2. COUNTY PAYMENT OBLIGATIONS FOR CONTRACTOR'S SERVICES 2.1. Except as otherwise expressly provided for in this Contract. the County shall have no financial obligation to the Contractor for any Contractor services under this Contract. 2.2. Under no circumstances shall the County be responsible for any cost, fee, fine, penalty, or direct, indirect, special, incidental or consequential damages incurred or suffered by Contractor in connection with or resulting from the Contractor's providing any services under this Contract. This Contract does not authorize any in-kind services by either Party, unless expressly provided herein §3. CONTRACT EFFECTIVE DATE. TERMINATION NOTICES AND AMENDMENTS 3.1. The effective date of this Contract shall be and unless otherwise terminated or canceled as provided below, it shall end at I1:59:59 p.m. on the "Contract Expiration Date" shown on the first page of this Contract, at which time this Contract expires without any further act or notice of either Party being required. The Parties are under no obligation to renew or extend this Contract after Contract Expiration Date. Notwithstanding the above, under no circumstances shall this Contract be effective and binding and no payments to the Contractor shall be due or owing for any Contractor services until arid unless.. 3.1.1. This Contract is signed by a Contractor Employee, legally authorized to bind the Contractor. 3.1.2. Any and all Contractor Certificates of Insurance and any other conditions precedent to the Contract have been submitted and accepted by the County, 3.1.3. This Contract is signed by an authorized agent of the Oakland County Purchasing Division, as provided for or. the signature page of this Contract, who shall be the final signatory to this Contract. 3.2. The County may terminate andlor cancel this Contract (or any part thereof) at any time during the term, any renewal, or any extension of this Contract, upon thirty (30) days written notice to the 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 written notice. 3.3. The County shall have obligation to the Corm-actor in the event of termination. Under no circumstances shall the County be liable for any future loss of income, profits, any consequential damages or any loss of business opportunities, revenues, or any other economic benefit Contractor may have realized but for the termination OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION PROFESSIONAL SERVICES CONTRACT NUMBER Page 2 L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION COUNTY MICHIGAN and/or cancellation of this Contract. The County shall not be obligated to pay Contractor any cancellation or termination fee if this Contract is cancelled or terminated as provided herein. 3.4. Contractor may terminate and/or cancel this Contract (or any part thereof) at anytime upon ninety (90) days written notice to the County, if the County defaults in any obligation contained herein, and within the ninety (90) notice period the County has failed or has not attempted to cure any such default. The effective date of termination and/or cancellation and the specific alleged default shall be clearly stated in the written notice. 3.5. Notices. Notices given under this Contract shall be in writing and shall either be personally delivered, sent by express delivery service, certified mail, or first class U.S. mail postage prepaid, and addressed to the person listed below. Notice will be deemed given when one of the following occur: (1) the date of actual receipt; (2) the next business day when notice is sent express delivery service or personal delivery; or (3) three days after mailing first class or certified U.S. mail 3.5.1. If notice is sent to the Contractor, it shall be addressed to; 3.5.2. If notice is sent to the County, it shall be addressed to: Larry Doyle, Administrative Director, Oakland County Board o f Commissioners Court Tower — Ground Floor Auditorium Wing. Bldg. #12 E Pontiac MI 48341 3.5.3. Either Party may change the address or individual to which notice is sent by notifying the other party in writing oldie change. 3.6. Contract modifications or amendments. Any modifications. amendments, recessions, waivers, or releases to this contract must be in writing and agreed to by both parties. Unless otherwise agreed, the modification, amendment, recession, waiver, or release shall be signed by an expressly authorized contractor employee and by the same person who signed the contract for the county or the county purchasing manager or assigned purchasing designee. §4, CONTRACTOR'S ASSURANCES AND WARRANTIES 4.1. Service Warranty. Contractor warrants that all services performed hereunder will be performed in a. manner that complies with all applicable laws, statutes, regulations, ordinances, and professional standards. 4,2. Business and Professional Licenses. The Contractor will obtain and maintain at all times during the term of this contract all applicable business and professional licenses necessary to provide the contracted services. 4.3. Equipment and Supplies. The Contractor is responsible for providing equipment and supplies not expressly required to be provided by the county herein. 4,4. Taxes. The Contractor shall pay, its own local, state and federal taxes. including without limitation, social security taxes. and unemployment compensation taxes. The County shall not be liable to or required to reimburse Inc contractor for any federal, state and local taxes or fees of any kind. 4.5. Contractor's Incidental Expenses. Except as otherwise expressly provided in this contract, the Contractor shall be solely responsible and liable for all costs and expenses incident to the performance of all services for the County including, but not limited to, any professional dues, association fees. license fees. fines, taxes, and penalties. OAKLAND COUNTY DEPARTMENT OF MANAGEARENT AND BUDGET-PURCHASING DIVISION PROFESSIONAL SERVICES CONTRACT NUMBER Paue 3 OAKLAND, COUNTY MICHIGAN I,. BROOKS PA'fTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION 4.6. Contractor Employees. 4.6,1. Contractor shall employ and assign qualified Contractor Employees as necessary and appropriate to provide the services under this Contract. Contractor shall ensure all Contractor Employees have all the necessary knowledge, skill, and qualifications necessary to perform the required services and possess any necessary licenses, permits, certificates, and governmental authorizations as may required by law. 4.6.2_ Contractor shall solely control, direct, and supervise all Contractor Employees with respect to all Contractor obligations under this Contract. Contractor will be solely responsible for and fully liable for the conduct and supervision of any Contractor Employee. 4.6.3. All Contractor Employees shall wear and display appropriate county-provided identification at all times while working on County premises. 4,6,4. All Contractor Employees assigned to work under this Contract may, at the County's discretion, be subject to a security check and clearance by the County. 4.7. Contractor Employee-Related Expenses. All Contractor Employees shall be employed at the Contractor's sole expense (including employment-related taxes and insurance) and the Contractor warrants that all Contractor Employees shall fully comply with and adheres to all of the terms of this Contract. Contractor shall indemnify and hold the County harmless for all Claims against the County by any Contractor Employee, arising out of any contract for hire or employer-employee relationship between the Contractor and any Contractor Employee, including, but not limited to, Worker's Compensation, disability pay or other insurance of any kind, 4.8. Full Knowledae of Service Expectations and Attendant Circumstances. Contractor warrants that before submitting its Proposal and/or entering into this Contract, it had a full opportunity to review the proposed services, and review all County requirements and/or expectations under this Contract. The Contractor is responsible for being adequately and properly prepared to execute this Contract. Contractor has satisfied itself in all material respects that it will be able to perform all obligations under the Contrac; as specified herein. 4.9. 'The Contractor's Relationship To The County Is That of an Independent Contractor, Nothing in this Contract is intended to establish an employer-employee relationship between the County and either the Contractor or any Contractor Employee. All Contractor Employees assigned to provide services under this Contract by the Contractor shall, in all cases, be deemed employees of the Contractor and not employees, agents or sub- contractors of the County. 4.10. Contractor Compliance with E-Verify. in accordance with Miscellaneous Resolution No.09116 (BOC !viinutes, 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 implemerned by the federal government or its departments or agencies) to verify the work authorization status of all newly hired Contractor Employees. Breach of this term or conditions 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 dues 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 Contractor Employees. OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION PROFESSIONAL SERVICES CONTRACT NUMBER Page 4 IrOAKLANDv COUNTY MICHIGAN L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION 1=n•=l. §5. CONTRACTOR PROVIDED INSURANCE AND INDEMNIFICATION 5,1. Indemnification. 5.1.1. Contractor shall indemnify and hold the County harmless from any and all Claims which are incurred by or asserted against the County by any person or entity arising from the acts. performances, errors, or omissions of Contractor or Contractor's Employees, including, without limitation, all Claims relating to injury or death of any person or damage to any property. except to the extent such Claims arise out of the negligent or intentional acts or omissions of the County. 5.1.2. The indemnification rights contained in this Contract are in excess and over and above any valid and collectible insurance rights/policies. During the term of this Contract, if the validity or collectability of the Contractor's insurance for a claim that Contractor is required to have insured pursuant to this Contract is disputed by the insurance company, the Contractor shall indemnify the County for all claims asserted against the County and if the insurance company prevails. the Contractor shall indemnify the County for uncollectable accounts. 5.1_3. Contractor shall have no rights against the County for any indemnification (e.g.. contractual. equitable, or by implication), contribution, subrogation, and/or any other right to be reimbursed by the County except as expressly provided herein. 5.1.4. Contractor waives and releases all actions, liabilities, loss and damage including any subrogated rights it may have against the County based upon any Claim brought against the County suffered by a Contractor Employee. 5.2. Contractor Provided Insurance 5.2_1. At all times during this Contract, Contractor shall obtain and maintain insurance according to the specifications indicated. 1. Vendor agrees to procure and maintain insurance coverage according to the following specifications: a. 53,000,000.00 per occurrence Combined Single Limit Commercial Genera: Liability Broad Form Endorsement/or the following as minimum requirements: Broad form property damage Premises/Operations Libel and Slander Independent Contractors (Blanket) Broad form Contractual Personal Injury" Additional Insured - the County of Oakland. County Agents (as defined in this Contract) and employees and elected and appointed officials of Oakland County: The total limits ofzeneral liability coverage reauired herein may be satisfied with a ornbinstion of apirnainLand excess policy having not less than $3,000,000 in limits, sneeifieally listing the primary general liability milky as undcrlyinu insurance. b. Workers' Compensation as required by law S100.000.00 and Employer's Liability: OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION PROFESSIONAL SERVICES CONTRACT NUMBER Pate 5 COUNTY MICHIGAN L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION c. Automobile Liability with minimum limits of $1,000,000.00 per occurrence Combined Single Limit Liability, including hired and leased vehicles, and owned and non-owned. d. Professional Liability with minimum limits of $1,000,000.00 per occurrence and $1,000,000.00 aggregate, except for Construction and Maintenance Contracts only. 2. General Certificates of Insurance a. All Certificates of Insurance and duplicate policies of any outside vendor or contractor shall contain the following clauses: All Certificates are to provide 30-day notice of material change or cancellation. Certificates of Insurance and insurance binders must be provided no less than ten (10) working days before commencement of work to the Oakland County Purchasing Division. Insurance carriers are subject to the approval of Oakland County. §6. rfINTP A CT nneinvreNTR nr.FTNITIONS AND GENERAL TERMS AND CONDITIONS The following words and expressions when printed with the first letter capitalized as shown herein, whether used in the singular or plural, possessive or non-possessive, and/or either within or without quotation marks, shall be defined and interpreted as follows: 6.1. "Contractor Employee" means without limitation, any employees, officers, directors, members, managers, trustees. volunteers, attorneys, and representatives of Contractor, and also includes any Contractor licensees, concessionaires, contactors, subcontractors, independent contractors, contractor's suppliers, subsidiaries, joint ventures or partners, andior any such persons, successors or predecessors, employees. (whether such persons act or acted in their personal, representative or official capacities), and/or any and all persons acting by, through, under, or in concert with any of the above. "Contractor Employee" shall also include any person who was a Contractor Employee at anytime during the term of this contract but, for any reason, is no longer employed, appointed, or elected in that capacity. 6.2. "Claims" means any alleged losses, claims, complaints, demands for relief or damages, suits, causes of action, proceedings, judgements, deficiencies, liability, penalties, litigation, costs, and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation expenses, litigation expenses, amounts paid in settlement, and/or other amounts or liabilities of any kind which are imposed on, incurred by, or asserted against the county, or for which the county may become legally and/or contractually obligated to pay or defend against, whether direct, indirect or consequential, whether based upon any alleged violation of the federal or the state constitution, any federal or state statute, rule, regulation, or any alleged violation of federal or state common law, whether any such claims are brought in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 6.3. "County" means the County of Oakland, a Municipal and Constitutional Corporation, its departments, divisions, authorities, boards, committees, and "County Agent" as defined below. 6.4. "County Agent" means all elected and appointed officials, directors, board members, council members, commissioners, employees, volunteers, representatives, and/or any such persons' successors (whether such person act or acted in their personal representative or official capacities), and/or any persons acting by, through, under, or in concert with any of them, "County Agent" shall also include any person who was a "County Agent" anytime during the term of this Contract but, for any reason, is no longer employed, appointed, or elected and serving as an Agent. 6.5. "Day" means any calendar day, which shall begin at 12:00:01 a.m. and end at II :59:59 p.m. OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION PROFESSIONAL SERVICES CONTRACT NUMBER Page 6 L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION COUNTY MICHIGAN 6.6. "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 new hired employees. For more information and to register visit https://e-verify.uscis.gov/enrolV. 6.7. Access To County Facilities. While the Contractor retains the right to perform services subject to the terms herein, the Contractor must obtain prior permission by the Board of Commissioner's Administrative Director for access to County facilities after the County's regular business hours. 6.8. Cumulative Remedies. A Party's exercise of any remedy shall not preclude the exercise of any other remedies. all of which shall be cumulative. A Party shall have the right, in its sole discretion, to determine which remedies are to be exercised and in which order. 6.9. Survival of Terms and Conditions. The following terms and conditions shall survive and continue in full force beyond the termination and/or cancellation of this Contract (or any part thereof) until the terms and conditions are fully satisfied or expire by their very nature: "Contractor's Assurances And Warranties": "Contractor Provided Insurance And Indemnification"; "Darantle Cle.an Up To County Property And/Or Premises"; "Audit"; "Severability"; "Governina Law/Consent To Jurisdiction And Venue"; And "Survival of Terms And Conditions". 6.10. County Right to Suspend Services. Upon written notice, the County may suspend performance of this Contract if Contractor has failed to comply with Federal, State. or Local laws, or any requirements contained in this Contract. The right to suspend services is in addition to the County's right to terminate and/or cancel this Contract. The County shall incur no penalty, expense, or liability to Contractor if the County suspends services under this Section. 6.11. No Third Parry Beneficiaries, Except as provided for the benefit of the Parties, this Contract does not and is not intended to create any obligation, duty, promise, contractual right or benefit, right to be indemnified, right to be subrogated to the Parties' rights in this Contract, and/or any other right, in favor of any other person or entity. 6.12. Compliance with Laws. Contractor shall comply with all federal, state, and local laws, statutes, ordinances. regulations, insurance policy requirements, and requirements applicable to its activities under this Contract. 6.13. Permits and Licenses. Contractor shall be responsible for obtaining and maintaining throughout the term of this Contract all licenses, permits, certificates, and governmental authorizations necessary to perform all of its obligations under this Contract and to conduct business under this Contract. Upon request by the County, Contractor shall furnish copies of any permit, license, certificate or governmental authorizations necessary to provide services under this Contract. 6.14. Discrimination. Contractor shall not discriminate against any employee or applicant for employment because of sex, race, religion, color, national origin, or handicap in violation of State and Federal law. 6.14.1. Contractor shall promptly notify the County of any complaint or charge filed and/or determination by any Court or administrative agency of illegal discrimination by Contractor. OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION PROFESSIONAL SERVICES CONTRACT NUMBER Page 7 COAKLANDV COUNTY MICHIGAN L, BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION 6.14,2. The County, in its discretion, may consider any illegal discrimination described above as a breach of this Contract and may terminate or cancel this Contract immediately with notice. 6.15. Reservation of Rights. This Contract does not, and is not intended to impair. divest, delegate, or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or immunity of the County 6.16. Force Majeure. Notwithstanding any other term or provision of this Contract, neither Party shall be liable to the other for any failure of performance hereunder if such failure is due to any cause beyond the reasonable control of that Party and that Party cannot reasonably accommodate or mitigate the effects of any such cause. Such cause shall include, without limitation, acts of God, fire, explosion, vandalism, any law. order, regulation, direction, action, or request of the United States government or of any other government, national emergencies, insurrections, riots, wars, strikes, lockouts, work stoppages, or other labor difficulties. Reasonable notice shall be given to the affected Party of any such event. The Contractor is expected, through insurance or alternative temporary or emergency service arrangements, to continue its obligations under this contract in the event of a reasonably anticipated, insurable business risk such as business interruption and/or any insurable casualty or loss. 6.17. Conflict of Interest. Pursuant to Public Act 317 and 318 of 1968, as amended (MCL 15.321, et seq.), no contracts shall be entered into between the County, including all agencies and departments thereof, and any Count., Agent. To avoid any real or perceived conflict of interest. Contractor shall identify any Contractor Employee or relative of Contractor's Employees who are presently employed by the County. Contractor shall give the County notice if there are any County Agents or relatives of County Agents who are presently employed by Contractor. 6.18. Damaue Clean aap_ot County Property arid/or Premises. Contractor shall be responsible for any unexpected and/or unnecessary damage to any County property, its premises, or a County Agent that is caused by Contractor or Contractor's Employees. If damage occurs, Contractor shall make necessary repairs and/or replacements to the damaged property to the satisfaction of the County. If the damage cannot be completed to the County's satisfaction, Contractor shall reimburse the County the actual cost for repairing or replacing the damage property. The Contractor shall be responsible for assurine, that all County and municipal sites are restored to their original condition. 6.19. Contractor Use of Confidential Information. The Contractor and/or Contractor Employees shall not reproduce. provide, disclose, or give access to Confidential Information to any third party, or to any Contractor Employee not having a legitimate need to know any such information and data, and shall not use the Confidential Information for any purpose other than performing Its services under this Contract Notwithstanding the foregoing, Contractor may disclose the Confidential Information if required by law, statute or other legal process; provided that Contractor (i) gives County prompt written notiee of an impending disclosure, (ii) provides reasonable assistance to County in opposing or limiting the disclosure, and (iii) makes only such disclosure as is compelled or required. 6.18,1 This Contract imposes no obligation upon Contractor with respect to any Confidential information which Contractor can establish by legally sufficient evidence: (i) was in the possession of, or was known by Contractor, prior to its receipt from the County, without an obligation to maintain its confidentiality; or (ii) is obtained by Contractor from a third party having the right to disclose it, without an obligation to keep such information confidential. 6.18.2 As used in this Contract, Confidential Information means all information that the County is required or permitted by law to keep confidential. OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION PROFESSIONAL SERVICES CONTRACT NUMBER Page 11 • COAKLAND7-- =_. -4- ., .4 L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION COUNTY MICHIGAN COUNTY MICHIGAN 6.20, Contractor Use of Counts/ Licensed Software. In order for the Contractor to perform its services under this Contract, the County may permit Contractor or Contractor Employees to access certain copyrighted Software licensed to the County. Contractor or Contractor Employees shall not transfer, remove use, copy. or otherwise provide or make available any such copyrighted Software or Documentation to any other person or entity. for any purpose, without the prior written consent of the County and/or the licensor. Furthermore, neither the Contractor nor Contractor Employee shall produce a source listing, decompile, disassemble, or otherwise reverse engineer any copyrighted Software. Neither the Contractor nor Contractor Employee shall use any copyrighted software contrary to the provisions of any applicable Software license agreement or state or federal law. 6.21, Grant Compliance. If any part of this Contract is supported or paid for with any state or federal funds granted to the County, the Contractor shall comply with all applicable grant requirements. 6.22. Dispute Resolution. All disputes arising under or relating to the execution, interpretation, performance. or nonperformance of this Contract involving or affecting the Parties may first be submitted to the respective Project Managers and Contract Administrators for possible resolution. The Project Managers and Contract Administrators may promptly meet and confer in an effort to resolve such dispute. If the Project Managers and Contract Administrators cannot resolve the dispute in five (5) business days, the dispute may be submitted to the signatories of this Contract or their successors in office. The signatories of this Contract may meet promptly and confer in an effort to resolve such dispute, 6.23. Access and Records. Contractor will maintain accurate books and records in connection with the services provided under this Contract for 36 months after end of this Contract, and provide the County with reasonable access to such book and records. 6.24. Audit. Contractor shall allow the County's Auditing Division, or an independent auditor hired by the County, to perform finance compliance audits with the authority to access all pertinent records arid interview any Contractor Employee throughout the term of this Contract, and for a period of three years after final payment. 6.24.1. Contractor shall explain any audit Ending, questionable costs, or other Contract comoliance deficiencies to the County within forty-five (45) days of receiving the final audit report. Contractor's response shall include all necessary documents and information that refute the final audit report. Failure by Contractor to respond in writing within 45 days shall he deemed acceptance of the final audit report. 6.25. Delegation /Subcontract/Assignment. Contractor shall not delegate, assign, or subcontract any obligations or rights under this Contract without the prior written consent of the County. 6.25.1, The rights and obligations under this Contract shall not be diminished in any manner by assignment, delegation or subcontract. 6.25.2. Any assignment, deleaation, or subcontract by Contractor and approved by the County, must include a requirement that the assignee, delegee, or subcontractor will comply with the rights and obligations contained in this Contract. 6.25.3. The Contractor shall remain primarily liable for all work performed by any subcontractors. Contractor shall remain liable to the County for any obligations under the Contract not completely performed by any Contractor delegee or subcontractor. OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION PROFESSIONAL SERVICES CONTRACT NUMBER Page 9 OAKLAN minomnims - COUNTY MICH1GAN L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION 6.25.4. Should a Subcontractor fail to provide the established level of service and response, the Contractor shall contract with another agency for these services in a timely manner. Any additional costs associated with securing a competent subcontractor shall be the sole responsibility of the Contractor, 6.25,5, This Contract cannot be sold. 6.25.6. In the event that a Petition in Bankruptcy is filed and there is an assignment of this Contract by a Court, the County may declare this Contract null and void. 6.26. Non Exclusive Contract. No provision M this Contract limits, or is intended to limit, in any way the Contractor's right to offer and provide its services to the general public, other business entities, municipalities, or governmental agencies during or after the term of this Contract. Similarly, this Contract is a non-exclusive agreement and the County may freely engage other persons to perform the same work that the Contractor performs. Except as provided in this Contract, this Contract shall not be construed to guarantee the Contractor or any Contractor Employee any number of fixed or certain number or quantity of hours or services to be rendered to the County. 6.27. No Implied Waiver. Absent a written waiver, no act, failure, or delay by a Party to pursue or enforce any right or remedy under this Contract shall constitute a waiver of those rights with regard to any existing or subsequent breach of this Contract. No waiver of any term, condition, or provision of this Contract, whether by conduct or otherwise. in one or more instances, shall be deemed or construed as a continuing waiver of any term, condition, or provision of this Contract. No waiver by either Party shall subsequently affect its right to require strict performance of this Contract. 6.28. Severability. If a court of competent jurisdiction finds a term, condition, or provision of this Contract to be illegal or invalid, then the term, condition, or provision shall be deemed severed from this Contract. All other terms, condition:, and provisions of this Contract shall remain in full force and effect. Notwithstanding the above, if Contractor's promise to indemnify. or hold the County harmless is found illegal or invalid. Contractor shall contribute the maximum it is permitted to pay by law toward the payment and satisfaction of any Claims against the County. 6.29, Captions. The section and subsection numbers, captions, and any index to such sections and subsections contained in this Contract are intended for the convenience of the reader and are not intended to have any substantive meaning and shall not be interpreted to limit or modify any substantive provisions of this contract. Any use of the singular or plural number, any reference to the male, female, or neuter genders, and any possessive or noripossessive use in this contract shall be deemed the appropriate plurality, gender or possession as the context requires. 6.30. Precedence of Documents. In the event of a conflict between the terms and conditions in any of the documents comprising this Contract, the conflict shall be resolved as follows: 6.30.1. The terms and conditions contained in this main Contract document shall prevail and take precedence over any allegedly conflicting provisions in all other Exhibits or documents. 6.31 Governing Laws/Consent to Jurisdiction and Venue. This Contract shall be governed, interpreted and enforced by the laws of the State of Michigan. Except as otherwise required by law or court rule, any action brought to enforce, interpret, or decide any Claim arising under or related to this Contract shall be brought in the Sixth Judicial Circuit Court of the State of Michigan, the 50th District Court of the State of Michigan, or the United States District Court for the Eastern District of Michigan, Southern Division, as dictated by the applicable jurisdiction of the court. Except as otherwise required by law or court rule, venue is proper in the courts set forth above. The choice of forum set forth above shall not be deemed to preclude the enforcement OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND 8UDGET-PURCHAS1NG DIVISION PROFESSIONAL SERVICES CONTRACT NUMBER Page 10 L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION COUNTY MICHIGAN BY: DATE: of any judgement obtained in such forum or taking action under this Contract to enforce such judgement in any appropriate jurisdiction. 6.32. Entire Contract, This Contract represents the entire Contract and understanding between the Parties. This Contract supercedes all other prior oral or written understandings, communications, agreements or Contracts between the Parties. The language of this Contract shall be construed as a whole according to its fair meaning, and not construed strictly for or against any Party. The undersigned executes this Contract on behalf of Contractor and the County, and by doing so legally obligates and binds Contractor and the County to the terms and conditions of this Contract. FOR THE CONTRACTOR: appeared in person before me this day and execated this Contract on behalf of Contractor and acknowledged to me under oath that has taken all actions and secured an n, and all necessary approvals and authorizations and has the requisite authority from Contractor to fully and completely obligate and bind Contractor to the terms and conditions of this Contract and any and all other documents incorporated by reference and also acknowledged to me under oath having been provided with copies and having read and reviewed all Contract documents including all documents incorporated by reference. Subscribed and sworn to before me on this day of 20 Notary Public County, Michigan My Commission Expires: FOR THE COUNTY: BY: DATE: Jack Sato Smith, Manager, Oakland County Purchasing Department APPROVED AS TO SCOPE OF CONTRACTOR SERVICES: DATE: Larry Doyle, Administrative Director-Program & Operational Analysis Contract Administrator JACorpCnsIVrerripFile \ Intimber \20 I 0 \2010-0 I 00 dim 2010-0199 \2010-0120 Broadcast BOC Meetings Agnmt_Terrip late \CableContractdraft I DOC OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION PROFESSIONAL SERVICES CONTRACT NUMBER BY: Page 11 Resolution #10071 April 22, 2010 Moved by Long supported by Woodward the resolutions (with fiscal notes attached) on the amended Consent Ayenda be adapted (with accompanying reports being accepted). AYES: Burns, Capello, Coleman, Coulter, Douglas, Gershenson, Gingell, Gosselin, Greimel, Hatchett, Jacobsen, Long, McGillivray, Middleton, Nash, Potter, Potts, Runestad, Schwartz, Scott, Taub, Woodward, Zack, Bullard. (24) NAYS: None. (0) A sufficient majority having voted in favor, the resolutions (with fiscal notes attached) on the amended Consent Agenda were adopted (with accompanying reports being accepted). DOES NOT REWIRE COUNTY EXECUTIVE ACTION STATE OF MICHIGAN) COUNTY OF OAKLAND) 1, Ruth Johnson, Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true and accurate copy of a resolution adopted by the Oakland County Board of Commissioners on April 22, 2010, with the original record thereof now remaining in my office. In Testimony Whereof, I have hereunto set my hand and affixed the seal of the County of Oakland at Pontiac, Michigan this 22nd day of April, 2010. eat Ruth Johnson, County Clerk