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HomeMy WebLinkAboutResolutions - 2011.08.18 - 18686REPORT (Misc. #11174) August 18, 2011 BY: GENERAL GOVERNMENT COMMITTEE — Christine Long, Chairperson RE: MR #11174— BOARD OF COMMISSIONERS 2011-2012 PROFESSIONAL SERVICES CONTRACT WITH POLING, MCGAW AND POLING, PC To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: The General Government Committee, having considered the above titled resolution on August 8, 2011 hereby recommends that the resolution be adopted. Chairperson, on behalf of the General Government Committee, I move the acceptance of the foregoing report. GENERAL GOVERNMENT COMMITTEE GENERAL GOVERNMENT Motion carried on a roll call vote with Scott voting no and Crawford absent. Akte, . „ - Jim" RUnestad District #6 David Potts District #20 August 4, 2011 MISCELLANEOUS RESOLUTION .#11174 BY: Commissioners Jim Runestad, District #6; David Potts, District #20 IN RE: BOARD OF COMMISSIONERS — 2011-2012 PROFESSIONAL SERVICES CONTRACT WITH POLING, MCGAW AND POLING, PC To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS there are occasions in which legal issues arise that require the Board of Commissioners to seek the advice of independent legal counsel; and WHEREAS Poling, McGaw and Poling, PC has been providing the Oakland County Board of Commissioners with legal advice since May of 1998; and WHEREAS the Oakland County Board of Commissioners adopted Miscellaneous Resolution #04309, to enter into a contract for legal services with Poling, McGaw and Poling, PC that expired on May 31, 2006; and WHEREAS the Oakland County Board of Commissioners adopted Miscellaneous Resolution #06113, to enter into a contract for legal services with Poling, McGaw and Poling, PC It tat expired on December 31, 2008; and WHEREAS the Oakland County Board of Commissioners adopted Miscellaneous Resolution #09119, to enter into a contract for legal services with Poling, McGaw and Poling, PC that expired on December 31, 2010; and WHEREAS Poling, McGaw and Poling, PC has been providing exemplary service to the Oakland County Board of Commissioners and the Board wishes to retain Poling, Mr.Claw and Poling, PC as its legal counsel through 2012. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners hereby authorizes that the contract for legal services with Poling, McGaw and Poling, PC with the expiration date until December 31, 2012. BE IT FURTHER RESOLVED that the compensation rate for Poling, McGaw and Poling, PC is at the same hourly rate of One Hundred Forty ($140.00) Dollars per hour, as is established for other outside counsel and in accordance with Miscellaneous Resolution #07160. BE IT FURTHER RESOLVED that the contract amendment with Poling, McGaw and Poling, PC is not to exceed $8,000 for the period, and that the contract shall have the same scope of services and terms as the most recent contract. BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners authorizes the Board Chairperson, or his designee, to execute the attached Professional Services Contract amendment with Poling, McGaw and Poling, PC with the expiration date of December 31, 2012. Chairperson, we move the adoption of the foregoing resolution. k r • S PT It. Cl; .NTY EXEC. OAKLAND COUNTY PURCHt.'‘3rt\i0 DIVISION L. BR BOO SNG AMENDMENT I CHANGE ORDER. OF CONTRACT 002536 NV: Etwt DM ENT 01 l'-,Mi:ThIDMENT DATE: August 10, 2011 This AMENDMENT/ ORDER OF CONTRACT (iereafter this "Arneridmenr) entered into by and betwe ::r; the Contractor fl 5I !d :Ind identified below, (hereafter -C.:ant-act:1i') and the COUNTY OF OAKLAND (110-eater County; 2100 Pontiac Lake Rd, V,faieriord CONTRACTOR ADDRESS — POUNG McGRAW and PO-LING 545.5 CORPORATE DR STE 104 TROY MI 48098 Vendor Number ,T. _,..._ he County and ',77,,tp!)tracir:A .;,_1-,,t', .ttttitowiat19e. that the purpose o tills Amendment to nueity as provided tierctin ossi other,,a contractual relationship he.tween the Parties as in their cuttert wqh number as above. 5. srsera or at the exten:; ;A the n ,,,7reseritattoil:3: t.trid pt.t.yr ir: tha Ctydrt:tot and this Arnandraci It If ; L :y of whict. is hereby _my and Curt ti,•tcy, IC errs lie currei.,t L.s,nn.tract sa •"175,3 C04! :ty and ConlniV,O; :-Dny k or rr ciim:;n1 batween the partia,z,...,4 brough out 20 The Parties agree that any arid all ou 1,11'n'3 and conditions set forth in rent CojiLs -at -between the Parties shall remain in lull cras s arid effect and shall not be inc,611.A, diminished, or otherwise changed or ad by this Amendment except expLL.,, provided for in this Amendment. Description of Change: Ederid the acL expi HHfl (la! i3 from 01/3112.0111,.J 12131t7.012. Add to ...'ontrzi ,..;1 not to exceed (NTE.)amouriLl he NTE. wffi change ft '•! CO 00 to $12:000. r AMENDMENT I CHANGE ORDER OF CONTRACT 002555 Page 1 Roy 2010..02.24 LBROOKSFAT:.Ctc-...t ..1.TYET e2f OAKLAND COUNTY DrOSiON OLlNf • : Title , By: ``...47---z,,,;;,c1":,;" POLING Si DATE. //C/ ii For and in consideration of the mutun.1 assurances, promises, acknowledgments, warrants, representations, and agreements set forth in the Contract and this Amendment, and fbr other good and valuable consideration, the red62t and adequacy of which is hereby acknovilodged, The undersigned herehy -e-y.ec, co this Amendment on behalf of the County, and Contrzacter and by doing so legally obligate hind the County and Contractor to the terms and condi ii056 of the Contract and this Amendine.nt. 'FOR THE COUNTY OF FOR THE CONTRAC-FOR: Oakland County Purchasir:(4 Division • Jack Sato Smith Manager Or Scott Guzzy - Chief DATE emc AMENIDMENT I CHANGE ORDER OF CONTRACT 002536 Page 2 Cry 201'0.02,24 L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION COUNTY MICHIGAN JSS Board of Commissioners ZIONSISAKEIRMISSEENES OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET PURCHASING DIVISION PROFESSIONAL SERVICE CONTRACT NUMBER: 002536 May 1, 2009 through December 31, 2010 Contract - NOT TO EXCEED AMOUNT: $10,000.00 This "Contract" is made between the COUNTY OF OAKLAND, a Michigan Constitutional Corporation, hereinafter called "County", and the "Contractor" as further described in the following Table. In this Contract, either Contractor or the County may also be referred to individually as a "Party" or jointly as the "Parties". COUNTY OF OAKLAND 2100 Pontiac Lake Road Waterford, MI 48328 (herein, the "County") POLING, MCGRAW & POLING, P.C. RICHARD POLING JR 5455 CORPORATE DR STE 104 TROY, MI 48098 Vendor I. D. No: 859 (herein the "Contractor") This Contract is organized and divided into the following "Section" or "Sections" for the convenience of the Parties. SECTION 1. CONTRACT DOCUMENTS AND DEFINITIONS SECTION 2. CONTRACT EFFECTIVE DATE AND TERMINATION SECTION 3. SCOPE OF CONTRACTOR'S SERVICES SECTION 4. COUNTY PAYMENT OBLIGATION FOR CONTRACTOR'S SERVICES SECTION 5. CONTRACTOR ASSURANCES AND WARRANTIES SECTION 6. CONTRACTOR PROVIDED INSURANCE AND INDEMNIFICATION SECTION 7. GENERAL TERMS AND CONDITIONS OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION PROFESSIONAL SERVICES CONTRACT NUMBER 002536 Page 1 REV 2008/05/30 COUNTY MICHIGAN L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION In consideration of the mutual promises, obligations, representations, and assurances in this Contract, the Parties agree to the following: CONTRACT DOCUMENTS AND DEFINITIONS The following words and expressions when printed with the first letter capitalized as shown herein, whether used in the singular or plural, possessive or non-possessive, and/or either within or without quotation marks, shall be defined and interpreted as follows: 1.1. "Contractor Employee" means without limitation, any employees, officers, directors, members, managers, trustees, volunteers, attorneys, and representatives of Contractor, and also includes any Contractor licensees, concessionaires, contractors, subcontractors, independent contractors, contractor's suppliers, subsidiaries, joint ventures or partners, and/or any such persons, successors or predecessors, employees, (whether such persons act or acted in their personal, representative or official capacities), and/or any and all persons acting by, through, under, or in concert with any of the above. "Contractor Employee" shall also include any person who was a Contractor Employee at anytime during the tem' of this contract but, for any reason, is no longer employed, appointed, or elected in that capacity. 1.2. "Claims" means any alleged losses, claims, complaints, demands for relief or damages, suits, causes of action, proceedings, judgements, deficiencies, liability, penalties, litigation, costs, and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation expenses, litigation expenses, amounts paid in settlement, and/or other amounts or liabilities of any kind which are imposed on, incurred by, or asserted against the county, or for which the county may become legally and/or contractually obligated to pay or defend against, whether direct, indirect or consequential, whether based upon any alleged violation of the federal or the state constitution, any federal or state statute, rule, regulation, or any alleged violation of federal or state common law, whether any such claims are brought in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 1.3. "County" means the County of Oakland, a Municipal and Constitutional Corporation, its departments, divisions, authorities, boards, committees, and "County Agent" as defined below. 1.4. "County Agent" means all elected and appointed officials, directors, board members, council members, commissioners, employees, volunteers, representatives, and/or any such persons' successors (whether such person act or acted in their personal representative or official capacities), and/or any persons acting by, through, under, or in concert with any of them. "County Agent" shall also include any person who was a "County Agent" anytime during the term of this Contract but, for any reason, is no longer employed, appointed, or elected and serving as an Agent. §1. REV 2008/05/30 OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION PROFESSIONAL SERVICES CONTRACT NUMBER 002536 Page 2 COUNTY MICHIGAN L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURC A SING DIVISION 1.5. "Day" means any calendar day, which shall begin at 12:00:01 a.m. and end at 11:59:59 p.m. 1.6. "Contract Documents" This Contract includes and fully incorporates herein all of the following documents: 1.6.1. Exhibit 1: Scope of Contractor's Services 1.6.2. Exhibit II: Contractor Insurance Requirements. 1.7. "Intellectual Property" means any developments, improvements, designs, innovation, and materials that may be the subject of a trademarleservieemark, copyright or patent, trade secrets or Proprietary Infoiniation. 1.8. "Proprietary Information" means ideas, concepts, inventions and processes related to the development and operation of computer software and systems such as source code, object code, security procedures and passwords. §2. CONTRACT EFFECTIVE DATE AND TERMINATION 2.1. The effective date of this Contract shall be as stated on the first page of this Contract, and unless otherwise terminated or canceled as provided below, it shall end at 11:59:59 p.m. on the "Contract Expiration Date" shown on the first page of this Contract, at which time this Contract expires without any further act or notice of either Party being required. The Parties are under no obligation to renew or extend this Contract after Contract Expiration Date. Notwithstanding the above, under no circumstances shall this Contract be effective and binding and no payments to the Contractor shall be due or owing for any Contractor services until and unless: 2.1.1. This Contract is signed by a Contractor Employee, legally authorized to bind the Contractor. 2.1.2. Any and all Contractor Certificates of Insurance and any other conditions precedent to the Contract have been submitted and accepted by the County. 2.1.3. This Contract is signed by an authorized agent of the Oakland County Purchasing Division, as provided for on the signature page of this Contract, who shall be the final signatory to this Contract. 2.2. The County may terminate and/or cancel this Contract (or any part thereof) at any time during the term, any renewal, or any extension of this Contract, upon ninety (90) days written notice to the Contractor, for any reason, including convenience without incurring obligation or penalty of any kind. Notwithstanding the above, if the County is being reimbursed for any cost or expenses incurred under this Contract by any third party, including any Federal, State or local governmental agency, and any such third party funding is terminated, the County may teiniinate, end or cancel OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION PROFESSIONAL SERVICES CONTRACT NUMBER 002536 Page 3 REV 2008/05/30 . b'-al_JrN OK r'ATTERSOt s4_,CouNT, T'NTT7t,T TTTN TT7 I /VEVA) 1 IV E., OK AND COUNTY PURCHASING DIVISION COUNTY MICHIGAN this Contract immediately upon written notice to the Contractor. The effective date for termination or cancellation shall be clearly stated in the written notice. 2.3. The County's sole obligation in the event of termination is for payment for actual services rendered by the Contractor before the effective date of termination. Under no circumstances shall the County be liable for any future loss of income, profits, any consequential damages or any loss of business opportunities, revenues, or any other economic benefit Contractor may have realized but for the termination and/or cancellation of this Contract. The County shall not be obligated to pay Contractor any cancellation or termination fee if this Contract is cancelled or terminated as provided herein. 2.4. Contractor may terminate and/or cancel this Contract (or any part thereof) at anytime upon one hundred and eighty days (180) days written notice to the County, if the County defaults in any obligation contained herein, and within the one hundred and eighty days (180) notice period the County has failed or has not attempted to cure any such default. The effective date of teimination and/or cancellation and the specific alleged default shall be clearly stated in the written notice. 2.5. Under no circumstances shall the County be obligated to pay the contractor for any Services rendered or Goods delivered which have not been invoiced, as required herein, within sixty (60) days of the date such Goods were actually delivered to the County or Services were actually rendered pursuant to this Contract. §3. SCOPE OF CONTRACTOR'S SERVICES 3.1. The Contractor shall perform all services identified and itemized in Exhibit I: "Scope of Contractor's Services" which is attached hereto and incorporated and made part of this Contract. §4. COUNTY PAYMENT OBLIGATIONS FOR CONTRACTOR'S SERVICES 4.1. Except as otherwise expressly provided for in this Contract, the County's sole financial obligation to the Contractor for any Contractor services under this Contract shall be: 4.1.1. In no event, shall the County's amount due and owing the Contractor for any and all services rendered exceed the amount identified as the "NOT TO EXCEED AMOUNT" on the first page of this Contract. In the event the Contractor can reasonably foresee the total billings for its services will exceed this "NOT TO EXCEED AMOUNT", the Contractor shall provide the County with notice of this contingency at least fifteen (15) Days before this event. 4.1.2. No more than once a month, the Contractor shall submit an invoice to the County which shall itemize all amounts due and/or owing by the County under this Contract, as the date of the invoice. The invoices shall be submitted in the form requested by the County. The County shall have no OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION PROFESSIONAL SERVICES CONTRACT NUMBER 002536 REV 2008/05/30 Page 4 COUNTY MICHIGAN L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION obligation to make payment until a proper invoice of service is submitted. The County reserves the right to make partial payments on account of the amount due the Contractor as the work progresses. 4.2. Under no circumstances shall the County be responsible for any cost, fee, fine, penalty, or direct, indirect, special, incidental or consequential damages incurred or suffered by Contractor in connection with or resulting from the Contractor's providing any services under this Contract. 4.3. The County has the right to offset any amounts due and owing to the Contractor should the County incur any cost associated with this contract that is the obligations of Contractor under this Contract. This includes withholding payment in the amount of any County provided equipment, supplies or identification badges that are not returned by Contractor upon completion of the services provided under this Contract. 4.4. This Contract does not authorize any in-kind services by either Party, unless expressly provided herein. §5. CONTRACTOR'S ASSURANCES AND WARRANTIES 5.1. Contractor certifies that all statements, assurances, records, and materials submitted to County in connection with securing this Contract have been truthful, complete and accurate in all respects. Contractor agrees and understands that any material false statement, representation or omission made in connection with its seeking or obtaining this Contract may be grounds for canceling or teiminating this Contract and/or debarring the Contractor from future County contracts. The County's right to cancel this Contract as provided herein shall be in addition to any other rights the County has to terminate or cancel this Contract. 5.2. Service Warranty. Contractor warrants that all services performed hereunder will be performed in a manner that complies with all applicable laws, statutes, regulations, ordinances, and professional standards. 5.3. Business and Professional Licenses. The Contractor will obtain and maintain at all times during the term of this Contract all applicable business and professional licenses necessary to provide the contracted services. 5.4. Equipment and Supplies. The Contractor is responsible for providing equipment and supplies not expressly required to be provided by the County herein. 5.5. Taxes. The Contractor shall pay, its own local, state and federal taxes, including without limitation, social security taxes, and unemployment compensation taxes. The County shall not be liable to or required to reimburse the Contractor for any federal, state and local taxes or fees of any kind. 5.6. Contractor's Incidental Expenses. Except as otherwise expressly provided in this Contract, the Contractor shall be solely responsible and liable for all costs and expenses incident to the performance of all services for the County including, but not REV 2008/05/30 OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION PROFESSIONAL SERVICES CONTRACT NUMBER 002536 Page 5 iroArt verarawser COUNTY MICHIGAN L. BROOKS PATTERSON-COUNTY EXECUTIVE OA AND COUNTY PURCHASING DIVISION limited to, any professional dues, association fees, license fees, fines, taxes, and penalties. 5.7. Contractor Employees. 5.7.1. Contractor shall employ and assign qualified Contractor Employees as necessary and appropriate to provide the services under this Contract. Contractor shall ensure all Contractor Employees have all the necessary knowledge, skill, and qualifications necessary to perform the required services and possess any necessary licenses, permits, certificates, and governmental authorizations as may required by law. 5.7.2. Contractor shall solely control, direct, and supervise all Contractor Employees with respect to all Contractor obligations under this Contract. Contractor will be solely responsible for and fully liable for the conduct and supervision of any Contractor Employee 5.7.3. All Contractor Employees shall wear and display appropriate county- provided identification at all times while working on County premises. Contractor shall return all County provided identification upon completion of the last day of services provided under this Contract. 5.7.4. All Contractor Employees assigned to work under this Contract may, at the County's discretion, be subject to a security check and clearance by the County. 5.8. Contractor Employee-Related 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 be solely and completely liable for any and all applicable Contractor Employee's federal, state, or local payment withholdings or contributions and/or any and all Contractor Employee related pension or welfare benefits plan contribution under federal or state law. Contractor shall indemnify and hold the County harmless for all Claims against the County by any Contractor Employee, arising out of any contract for hire or employer-employee relationship between the Contractor and any Contractor Employee, including, but not limited to, Worker's Compensation, disability pay or other insurance of any kind. 5.9. Full Knowledge 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 Contract as specified herein. REV 2008/05/30 OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION PROFESSIONAL SERVICES CONTRACT NUMBER 002536 Page 6 L. BROOKS PATTERSON-COUNTY EXECUTIVE OA AND COUNTY PURCHASING DIVISION le °ALI ItAr toswerr ABIL COUNTY MICHIGAN 5.10. The Contractor's Relationship To The County Is That Of An Independent Contractor. Nothing in this Contract is intended to establish an employer-employee relationship between the County and either the Contractor or any Contractor Employee. All Contractor Employees assigned to provide services under this Contract by the Contractor shall, in all cases, be deemed employees of the Contractor and not employees, agents or sub-contractors of the County. §6. CONTRACTOR PROVIDED INSURANCE AND INDEMNIFICATION 6.1. Indemnification. 6.1.1. Contractor shall indemnify and hold the County harmless from any and all Claims which are incurred by or asserted against the County by any person or entity, alleged to have been caused or found to arise, from the acts, performances, errors, or omissions of Contractor or Contractor's Employees, including, without limitation, all Claims relating to injury or death of any person or damage to any property. 6.1.2. The indemnification rights contained in this Contract are in excess and over and above any valid and collectible insurance rights/policies. During the teini of this Contract, if the validity or collectability of the Contractor's insurance is disputed by the insurance company, the Contractor shall indemnify the County for all claims asserted against the County and if the insurance company prevails, the Contractor shall indemnify the County for uncollectable accounts. 6.1.3. Contractor shall have no rights against the County for any indemnification (e.g., contractual, equitable, or by implication), contribution, subrogation, and/or any other right to be reimbursed by the County except as expressly provided herein. 6.1.4. Contractor waives and releases all actions, liabilities, loss and damage including any subrogated rights it may have against the County based upon any Claim brought against the County suffered by a Contractor Employee. 6.2. Contractor Provided Insurance. 6.2.1. At all times during this Contract, Contractor shall obtain and maintain insurance according to the specifications indicated in Exhibit II. §7. GENERAL TERMS AND CONDITIONS 7.1. Access To County Facilities. While the Contractor retains the right to perform services at any time, the Contractor must obtain prior permission by the County for access to County facilities after the County's regular business hours. REV 2008/05/30 OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION PROFESSIONAL SERVICES CONTRACT NUMBER 002536 Page 7 COUNTY MICHIGAN L. BROOKS PATTEP SON-COUNTY EXECUTIVE OA AND COUNTY PURCHASING DIVISION 7.2. Cumulative Remedies. A Party's exercise of any remedy shall not preclude the exercise of any other remedies, all of which shall be cumulative. A Party shall have the right, in its sole discretion, to determine which remedies are to be exercised and in which order. 7.3. Survival of Terms and Conditions. The following terms and conditions shall survive and continue in full force beyond the termination and/or cancellation of this Contract (or any part thereof) until the terms and conditions are fully satisfied or expire by their very nature: "CONTRACTOR'S ASSURANCES AND WARRANTIES"; "CONTRACTOR PROVIDED INSURANCE AND INDEMNIFICATION"; "Damage Clean Up To County Property and/or Premises"; "Audit"; "Severability-"; "Governing Law/Consent To Jurisdiction And Venue"; and "Survival of Terms And Conditions". 7.4. County Right to Suspend Services. Upon written notice, the County may suspend performance of this Contract if Contractor has failed to comply with Federal, State, or Local laws, or any requirements contained in this Contract. The right to suspend services is in addition to the County's right to terminate and/or cancel this Contract. The County shall incur no penalty, expense, or liability to Contractor if the County suspends services under this Section. 7.5, No Third Party Beneficiaries. Except as provided for the benefit of the Parties, this Contract does not and is not intended to create any obligation, duty, promise, contractual right or benefit, right to be indemnified, right to be subrogated to the Parties' rights in this Contract, and/or any other right, in favor of any other person or entity. 7.6. Compliance with Laws. Contractor shall comply with all federal, state, and local laws, statutes, ordinances, regulations, insurance policy requirements, and requirements applicable to its activities under this Contract. 7.7. Pe, mits and Licenses. Contractor shall be responsible for obtaining and maintaining throughout the term of this Contract all licenses, permits, certificates, and governmental authorizations necessary to perform all of its obligations under this Contract and to conduct business under this Contract. Upon request by the County, Contractor shall furnish copies of any permit, license, certificate or governmental authorizations necessary to provide services under this Contract. 7.8. Discrimination. Contractor shall not discriminate against any employee or applicant for employment because of sex, race, religion, color, national origin, or handicap in violation of State and Federal law. OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION PROFESSIONAL SERVICES CONTRACT NUMBER 002536 Page 8 REV 2008/05/30 COUNTY MICHIGAN L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION 7.8.1. Contractor shall promptly notify the County of any complaint or charge filed and/or deteiniination by any Court or administrative agency of illegal discrimination by Contractor. 7.8.2. The County, in its discretion, may consider any illegal discrimination described above as a breach of this Contract and may terminate or cancel this Contract immediately with notice. 7.9. Reservation of Rights. This Contract does not, and is not intended to impair, divest, delegate, or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or immunity of the County. 7.10. Force Majeure. Notwithstanding any other term or provision of this Contract, neither Party shall be liable to the other for any failure of performance hereunder if such failure is due to any cause beyond the reasonable control of that Party and that Party cannot reasonably accommodate or mitigate the effects of any such cause. Such cause shall include, without limitation, acts of God, fire, explosion, vandalism, any law, order, regulation, direction, action, or request of the United States government or of any other government, national emergencies, insurrections, riots, wars, strikes, lockouts, work stoppages, or other labor difficulties. Reasonable notice shall be given to the affected Party of any such event. The Contractor is expected, through insurance or alternative temporary or emergency service arrangements, to continue its obligations under this contract in the event of a reasonably anticipated, insurable business risk such as business interruption and/or any insurable casualty or loss. 7.11. Conflict of Interest. Pursuant to Public Act 317 and 318 of 1968, as amended (MCL 15.321, et seq.), no contracts shall be entered into between the County, including all agencies and departments thereof, and any County Agent. To avoid any real or perceived conflict of interest, Contractor shall identify any Contractor Employee or relative of Contractor's Employees who are presently employed by the County. Contractor shall give the County notice if there are any County Agents or relatives of County Agents who are presently employed by Contractor. 7.12. Damage Clean up to County Property and/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 assuring that all County and municipal sites are restored to their original condition. 7.13. Contractor Use of Confidential Information. The Contractor and/or Contractor Employees shall not reproduce, provide, disclose, or give access to Confidential REV 2008/05/30 OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION PROFESSIONAL SERVICES CONTRACT NUMBER 002536 Page 9 L. BROOKS PATTFRSON-COUNTY EXECUTIVE OAKLAND COUNTY COUNTY MICHIGAN PURC A SING DIVISION Information to any third party, or to any Contractor Employee not having a legitimate need to know any such information and data, and shall not use the Confidential Infotination for any purpose other than perfoiiiiing its services under this Contract. Notwithstanding the foregoing. Contractor may disclose the Confidential Information if required by law, statute or other legal process; provided that Contractor (i) gives County prompt written notice of an impending disclosure, (ii) provides reasonable assistance to County in opposing or limiting the disclosure, and (iii) makes only such disclosure as is compelled or required. 7.13.1. This Contract imposes no obligation upon Contractor with respect to any Confidential Infolination which Contractor can establish by legally sufficient evidence: (i) was in the possession of, or was known by Contractor, prior to its receipt from the County, without an obligation to maintain its confidentiality; or (ii) is obtained by Contractor from a third party having the right to disclose it, without an obligation to keep such information confidential. 7.13.2. As used in this Contract, Confidential Infoluiation means all information that the County is required or permitted by law to keep confidential. 7.14. Contractor Use of County Licensed Software. In order for the Contractor to perform its services under this Contract, the County may permit Contractor or Contractor Employees to access certain copyrighted Software licensed to the County. Contractor or Contractor Employees shall not: transfer, remove, use, copy, or otherwise provide or make available any such copyrighted Software or Documentation to any other person or entity, for any purpose, without the prior written consent of the County and/or the licensor. Furthermore, neither the Contractor nor Contractor Employee shall produce a source listing, decompile, disassemble, or otherwise reverse engineer any copyrighted Software. Neither the Contractor nor Contractor Employee shall use any copyrighted software contrary to the provisions of any applicable Software license agreement or state or federal law. 7.15. Grant Compliance. If any part of this Contract is supported or paid for with any state or federal funds granted to the County, the Contractor shall comply with all applicable grant requirements. 7.16. Project Managers. Each Party shall designate an employee or agent to act as a Project Manager. The Project Managers shall serve as a contact point for all matters related to the services to be performed under this Contract. The Contractor's Project Manager shall coordinate with the County's Project Manager, the Contractor shall provide the name and qualifications of its Project Manager and an alternate. 7.17. Contract Administrator. Each Party may designate an employee or agent to act as Contract Administrator. The County's Contract Administrator shall be responsible for such activities as monitoring deliverables and funding addressing the quality of services provided by the Contractor, reviewing invoices and submitting requests to REV 2008/05/30 OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION PROFESSIONAL SERVICES CONTRACT NUMBER 002536 Page 10 T. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION COUNTY MICHIGAN the County's procurement authority for any contract modification in accordance with Section 7.27 of this Contract. 7.18. Dispute Resolution. All disputes arising under or relating to the execution, interpretation, perfoimance, or nonperformance of this Contract involving or affecting the Parties may first be submitted to the respective Project Managers and Contract Administrators for possible resolution. The Project Managers and Contract Administrators may promptly meet and confer in an effort to resolve such dispute. If the Project Managers cannot resolve the dispute in five (5) business days, the dispute may be submitted to the signatories of this Contract or their successors in office. The signatories of this Contract may meet promptly and confer in an effort to resolve such dispute. 7.19. Access and Records. Contractor will maintain accurate books and records in connection with the services provided under this Contract for thirty-six (36) months after end of this Contract, and provide the County with reasonable access to such book and records. 7.20. Audit. Contractor shall allow the County's Auditing Division, or an independent auditor hired by the County, to perfon-n contract compliance audits with the authority to access all pertinent records and interview any Contractor Employee throughout the tei in of this Contract, and for a period of three years after final payment. 7.20.1 Contractor shall explain any audit finding, questionable costs, or other Contract compliance deficiencies to the County within thirty (30) business days of receiving the draft audit report. Contractor's written response shall include all necessary documents and information that refute the draft audit report, and an action plan to resolve the audit findings. A copy of the Contractor's response will be included in the final report. Failure by the Contractor to respond in writing within 30 business days shall be deemed acceptance of the draft audit report, and will be noted in the final report. 7.21. Delegation /Subcontract/Assignment. Contractor shall not delegate, assign, or subcontract any obligations or rights under this Contract without the prior written consent of the County. 7.21.1. The rights and obligations under this Contract shall not be diminished in any manner by assignment, delegation or subcontract. 7.21.2. Any assignment, delegation, or subcontract by Contractor and approved by the County, must include a requirement that the assignee, delegee, or subcontractor will comply with the rights and obligations contained in this Contract. 7.21.3. The Contractor shall remain primarily liable for all work performed by any subcontractors. Contractor shall remain liable to the County for any REV 2008/05/30 OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION PROFESSIONAL SERVICES CONTRACT NUMBER 002536 Page 11 -Tasmanian. IMIMEMISOM 1111111n111n1• w COUNTY MICHIGAN - L, BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION obligations under the Contract not completely performed by any Contractor delegee or subcontractor. 7.21.4. Should a Subcontractor fail to provide the established level of service and response, the Contractor shall contract with another agency for these services in a timely manner. Any additional costs associated with securing a competent subcontractor shall be the sole responsibility of the Contractor. 7.21.5. This Contract cannot be sold. 7.21.6. In the event that a Petition in Bankruptcy is filed and there is an assignment of this Contract by a Court, the County may declare this Contract null and void. 7.22. Non Exclusive Contract. No provision in this Contract limits, or is intended to limit, in any way the Contractor's right to offer and provide its services to the general public, other business entities, municipalities, or governmental agencies during or after the term of this Contract. Similarly, this Contract is a non-exclusive agreement and the County may freely engage other persons to perform the same work that the Contractor performs. Except as provided in this Contract, this Contract shall not be construed to guarantee the Contractor or any Contractor Employee any number of fixed or certain number or quantity of hours or services to be rendered to the County. 7.23. No Implied Waiver. Absent a written waiver, no act, failure, or delay by a 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 perfoimance of this Contract. 7.24. 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, conditions, and provisions of this Contract shall remain in full force and effect. Notwithstanding the above, if Contractor's promise to indemnify or hold the County harmless is found illegal or invalid, Contractor shall contribute the maximum it is permitted to pay by law toward the payment and satisfaction of any Claims against the County. 7.25. Captions. The section and subsection numbers, captions, and any index to such sections and subsections contained in this Contract are intended for the convenience of the reader and are not intended to have any substantive meaning and shall not be interpreted to limit or 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 nonpossessive use in this contract shall be deemed the appropriate plurality, gender or possession as the context requires. OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION PROFESSIONAL SERVICES CONTRACT NUMBER 002536 Page 12 REV 2008/05/30 L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION COUNTY MICHIGAN 7.26. Notices. Notices given under this Contract shall be in writing and shall either be personally delivered, sent by express delivery service, certified mail, or first class U.S. mail postage prepaid, and addressed to the person listed below. Notice will be deemed given when one of the following occur: (1) the date of actual receipt; (2) the next business day when notice is sent express delivery service or personal delivery; or (3) three days after mailing first class or certified U.S. mail. 7.26.1. If notice is sent to the Contractor, it shall be addressed to the address stated on the first page of this Contract. 7.26.2. If notice is sent to the County, it shall be addressed to the Contract Administrator stated on the signature page of this Contract. 7.26.3. Either Party may change the address or individual to which notice is sent by notifying the other party in writing of the change. 7.27. Contract Modifications or Amendments. Any modifications, amendments, recessions, waivers, or releases to this Contract must be in writing and agreed to by both Parties. Unless otherwise agreed, the modification, amendment, recession, waiver, or release shall be signed by an expressly authorized Contractor Employee and by the same person who signed the Contract for the County or other County Agent as authorized by the Oakland County Board of Commissioners. 7.28. Precedence of Documents. In the event of a conflict between the teinis and conditions in any of the documents comprising this Contract, the conflict shall be resolved as follows: 7.28.1. The terms and conditions contained in this main Contract document shall prevail and take precedence over any allegedly conflicting provisions in all other Exhibits or documents. 7.29. Governing Laws/Consent to Jurisdiction and Venue. This Contract shall be governed, interpreted, and enforced by the laws of the State of Michigan. Except as otherwise required by law or court rule, any action brought to enforce, interpret, or decide any Claim arising under or related to this Contract shall be brought in the Sixth judicial Circuit Court of the State of Michigan, the 50th Distfict 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 of any judgement obtained in such forum or taking action under this Contract to enforce such judgement in any appropriate jurisdiction. 7.30. Entire Contract. This Contract represents the entire Contract and understanding between the Parties. This Contract supercedes all other prior oral or written understandings, communications, agreements or Contracts between the Parties. The REV 2008/05/30 OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION PROFESSIONAL SERVICES CONTRACT NUMBER 002536 Page 13 COUNTY MICHIGAN L. BROOKS PATTEKSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION language of this Contract shall be construed as a whole according to its fair meaning, and not construed strictly for or against any Party. 7.31. Assignment of Rights. In consideration for the work Contractor performs under this Contract, and the fees paid to Contractor for services, Contractor agrees to the following: 7.31.1. Contractor shall have no copyright, patent, trademark or trade secret rights in County Intellectual Property. 7.31.2. Any and all programs, inventions and other work or authorship developed by Contractor while performing services to County are works made for hire, created for and owned exclusively by County. 7.31.3. Contractor assigns to 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 (1) while providing services to County, or (2) with the use of the time, materials or facilities of the County. 7.31.4. Contractor shall sign any papers necessary for patents, copyrights or trademark registrations to give title to County. 7.32. Confidential Information. Contractor acknowledges: 7.32.1. That the County is developing and using Proprietary Information and Intellectual Property that is valuable to its operations. The County has instituted policies and procedures to protect this information. In perfoimance of its obligations under this Contract, Contractor may become acquainted with County Proprietary Infoimation and Intellectual Property. 7.32.2. Either during or after the term of this Contract, Contractor shall not disclose to anyone or use any County Proprietary Infoimation and Intellectual Property disclosed to Contractor while providing services to County under this Contract. This obligation does not apply to in formation after it becomes generally known to the public. 7.32.3. Contractor shall not disclose any Intellectual Property belonging to a third party that Contractor learns about by virtue of providing services to the County. IMM11101115MMISSEWM80.1600: REV 2008/05/30 OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHAS1NG DIVISION PROFESSIONAL SERVICES CONTRACT NUMBER 002536 Page 14 COUNTY MICHIGAN FOR THE CONTRACTOR: BY: BY: DATE: BY: DATE: L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION The undersigned executes this Contract on behalf of Contractor and the County, and by doing so legally obligates and binds Contractor and the County to the terms and conditions of this Contract. DATE: jc:ve_ /4( Isn d_y_ird 13 RI tic .0-tt appeared in person before me this day and executed this Contract on behalf of Contractor and acknowledged to me under oath that ho_ has taken all actions and secured any and all necessary approvals and authorizations and has the requisite authority from Contractor to fully and completely obligate and bind Contractor to the terms and conditions of this Contract and any and all other documents incorporated by reference and also acknowledged to me under oath having been provided with copies and having read and reviewed all Contract documents including all documents incorporated by reference. Subscribed and sworn to before me on this day of,, Jun e. , 2009. LI „dtary PubliC; State of Michigan, _.../ rna,P_ orn b County My Commission Expires: 00.460 ir Zit 20(0 ) Acting in the County of Oakland FOR THE COUNTY: Jack Sato Smith, Manager Oakland County Purchasing Division APPROVED As To SCOPE OF CONTRACTOR SERVICES: Larry Doyle, Manager 1200 N Telegraph Rd Pontine, MI 48341 cjb REV 2008/05/30 OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION PROFESSIONAL SERVICES CONTRACT NUMBER 002536 Page 15 OAKL COUNTY MICHIGAN L. BROOKS PATTEV:ON-COUNTY EXECUTIVE -1 OAKLAND COUNTY PURCHASING DIVISION EXHIBIT I Independent Legal Servicers For The Board Of Commissioners. To provide independent legal services for the Board of Commissioners in compliance with the constitution of the State of Michigan 1963, Public Act 139 of 1973 (MCL 45.551 ET. SEQ.,) and Public Act 15 of 1941. The parties agree than Richard B. Poling, Jr., as Partner and Shareholder of the Contractor, shall be the attorney responsible for the representation of the Board of Commissioners. Richard B. Poling Jr. shall appear and represent the Board in all court proceedings; shall sign all opinions on behalf of Contractor; and shall supervise those attorneys of Contractor who assist him in this representation. The parties agree that Contractor may provide other qualified attorneys for attendance at committee meetings and providing legal research. In the event that it becomes impossible for Richard B. Poling Jr. to appear in court, other qualified attorneys from the Contractor may be used only if prior written approval is obtained from the Chairman of the Board of Commissioners. Assignment or requests must come from one of these sources: Chairperson ViceChairperson Caucus Chairperson's The Contractor shall not engage in any activity or enterprise or assume any employment or accept any position, which may conflict with its duties as outlined in this contract. The Contractor shall coordinated with the Contract Administrator at the Board of Commissioners. Payment Section: The parties agree that Contractor Partners shall be compensated at the rate of $140.00 per billable hour for legal services,; $90.00 per billable hour for the legal service of junior partners and $60.00 per billable hours for the legal services of Law Clerks and Paralegals. Billable activities shall be defined as: 1. Telephone conversations. 2. Drafting pleadings, contracts, and other documents. 3. Memoranda for Board's use. 4. Legal research. 5. Attendance at meetings and conferences by one Attorney (unless another is requested or approved in advance by the Board). 6. Travel time to special meetings of the Board or its committees and special meetings requested by the Board, and to litigation related meetings, discovery, or court appearances. OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION PROFESSIONAL SERVICES CONTRACT NUMBER 002536 Page 16 REV 2008/05/30 SCOPE OF CONT • CTOR'S SERVICES P A COUNTY MICHIGAN L. BROOKS PATTERSON-COUNTY EXECUTIVE OA AND COUNTY PURCHASING DIVISION Activities not subject to being billed shall be defined as: 1. Secretarial and receptionist time. 2. Internal memoranda for use by attorneys. 3. Attendance at meetings or conferences by support staff. 4. Travel time to regularly scheduled meetings of the Board or its committees. Reimbursement of costs shall be paid the Contractor for actual expenses incurred, with the exception of copying documents larger than 20 pages, which will be reimbursed at the rate of $.07 per page. The County reserves the right to make partial payments on account of the amount due the Contractor as the work progresses. On or before the 15th of each month the Contractor shall submit to the Contract Administrator, an invoice for payment for the work performed during the preceding month. The County shall have no obligation to make payment until a proper invoice of service is submitted during the telin of this contract. The expenditure against this contract shall not exceed $10,000.00 REV 2008/05/30 OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION PROFESSIONAL SERVICES CONTRACT NUMBER 002536 Page 17 L. BROOKS PATTERSON-COLTNTY EXECUTIVE OAKLAND COUNTY COUNTY MICHIGAN PURC A SING DI VISION EXHIBIT II CONTRACTOR INSURANCE REQUIREMENTS 1. At all times during this Contract, including renewals or extensions, Contractor shall obtain and maintain insurance according to the following specifications: a. Commercial General Liability - with the following as minimum requirements: $1,000,000 — Each Occurrence (Total Limit) Occurrence Form Policy Broad Form Property Damage Premises/Operations Independent Contractors Products and Completed Operations (Blanket) Broad Form Contractual Personal Injury - Delete Contractual Exclusion Additional Insured: The County of Oakland and County Agents (as defined in this Contract); b. Workers' Compensation - as required by law and $500,000 Employer's Liability; c. Automobile Liability and Property Damage - $1,000,000 each occurrence, including coverage for all owned, hired and non-owned vehicles including No Fault coverage as required by law; d. Professional Liability/En-ors & Omissions Insurance (as applicable) - with minimum limits of $1,000,000 per claim and $1,000,000 dollars aggregate. 2. General Certificates of Insurance: a. All Certificates of Insurance shall contain evidence of the following conditions and/or clauses and shall be sent to: The County of Oakland and County Agents, Oakland County Purchasing Division, 2100 Pontiac Lake Road, Bldg 41W, Waterford, MI 48328-0462 or fax 248-858-1677, b. The County of Oakland and County Agents (as defined in this Contract) shall be named as "General Liability" Additional Insured with respect to work performed by the Contractor. c. All Certificates are to provide 30 days written notice of material change, cancellation, or non-renewal. Certificates of Insurance or 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. REV 2008/05/30 OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION PROFESSIONAL SERVICES CONTRACT NUMBER 002536 Page 18 Resolution #11174 August 4, 2011 The Chairperson referred the resolution to the General Government Committee. There were no objections. FISCAL NOTE (MISC . #11174) August 18, 2011 BY: FINANCE COMMITTEE, TOM MIDDLETON, CHAIRPERSON IN RE: BOARD OF COMMISSIONERS — 2011-2012 PROFESSIONAL SERVICES CONTRACT WITH POLING, MCGAW AND POLING, PC TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Chairperson, Ladies and Gentlemen: Pursuant to Rule XII-C of this Board. the Finance Committee has reviewed the above referenced resolution and finds: 1. The Oakland County Board of Commissioners entered into a contract for legal services with Poling. McGaw and Poling, PC per Miscellaneous Resolution #09119, which expired on December 31, 2010. 2. The Board wishes to retain Poling, McGaw and Poling, PC as its legal counsel through December 31, 2012, with the contract extension to not exceed $12,000 and a compensation at an hourly rate of $140.00, the same as established for other outside counsel, and in accordance with Miscellaneous Resolution #07160. 3. Sufficient funds are available in the FY 2011 Budget and the FY 2012 — FY 2014 County Executive Recommended Budget. No budget amendment is recommended for FY 2011, FINANCE COMMITTEE FINANCE COMMITTEE Motion carried on a roll call vote with Quarles voting no and Crawford absent. Resolution #11174 August 18, 2011 Moved by Long supported by Woodward the resolution (with fiscal note attached) be adopted. Moved by Long supported by Woodward the General Government Committee Report be accepted. A sufficient majority having voted in favor, the report was accepted. Vote on resolution: AYES: Crawford, Dwyer, Gershenson, Gingell, Gosselin, Greimel, Hatchett, Hoffman, Jackson, Long, Matis, McGillivray, Middleton, Nash, Nuccio, Potts, Quarles, Runestad, Scott, Taub, Weipert, Woodward, Zack, Bosnic, Covey. (25) NAYS: None. (0) A sufficient majority having voted in favor, the resolution (with fiscal note attached) was adopted. QUIRE COUNTY EXECUTIVE' ACTION STATE OF MICHIGAN) COUNTY OF OAKLAND) I, Bill Bullard Jr., 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 August 18, 2011, 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 18 th day of August, 2011. Kuu2_ 094, Bill Bullard Jr., Oakland County