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HomeMy WebLinkAboutResolutions - 2013.11.13 - 21108MISCELLANEOUS RESOLUTION #13295 November 13, 2013 BY: General Government Committee, Christine Long, Chairperson IN RE: DEPARTMENT OF HEALTH AND HUMAN SERVICES/CHILDREN'S VILLAGE, FY 2013-2015 WATERFORD SCHOOL DISTRICT AGREEMENT To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS Michigan Law requires the Waterford School District to provide educational services to the youth who reside at Children's Village because Children's Village is located within the legal boundaries of the Waterford School District; and WHEREAS providing a quality education for residents of Children's Village is an essential component of the facility's treatment program; and WHEREAS Oakland County and the Waterford School District have contracted to ensure a quality education through the provision of educational and administrative staff by the District, reimbursed by the County; and WHEREAS the majority of the Waterford School District's revenue support for Children's Village school comes from State Aid; and WHEREAS representatives of the County and the Waterford School District have reached agreement as to staffing requirements, contract language, and estimates of revenues and expenditures as detailed in attachments; and WHEREAS in order to maintain a quality level of education the negotiated agreement is proposed for three (3) school years beginning July 1, 2013, and ending June 30, 2016, with annual budget negotiations to begin no later than February 28 of each year; and WHEREAS the total net costs to the County for the 2013 - 2014 school year amount to $253,999 which is eligible for reimbursement from the State Child Care Fund; and WHEREAS there is an increase in net county cost of $18,047 for the 2013 - 2014 school year over previous years which has been appropriated in the Children's Village budget; and WHEREAS this cost increase is related to a planned reduction in the number of youth attending school in a conscience effort to decrease staff to resident ratio; and WHEREAS the funding for this agreement is subject to the County Board of Commissioners' budget process; and WHEREAS this agreement is included in the County Executive's Contract Review Process. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners approves the attached agreement with the Waterford School District and that the Chairperson of the Board is authorized to sign said agreement. Chairperson, on behalf of the General Government Committee, 1 move the adoption of the foregoing resolution. GENERAL GOVERNMENT COMMITTEE GENERAL GOVERNMENT COMMITTEE Motion carried unanimously on a roll call vote with Hatchett absent. OAKLAND COUNTY AGREEMENT BETWEEN OAKLAND COUNTY AND THE WATERFORI) SCHOOL DISTRICT FISCAL YEARS 2013-2015 (July 1, 2013 - June 30, 2016) This Agreement ("Agreement") is made and entered into between the County of Oakland, ("County"), a Michigan Constitutional and Municipal Corporation and a political subdivision of the State of Michigan whose address is 1200 North Telegraph, Pontiac, Michigan 48341 and the Waterford School District ("District"), a Michigan Statutory Corporation per the Revised School Code of 1976 being MCL 380.1 et seq., whose address is 1150 Scott Lake Road, Waterford, Michigan 48328. In this Agreement, either the District or the County may also be referred to individually as a "Party" or jointly as the "Parties." PURPOSE OF AGREEMENT. The County owns and operates Children's Village, a State licensed child residential facility that pursuant to court order houses and maintains school-age children in the Charter Township of Waterford, Michigan and within the District s boundaries. The Parties are authorized to enter into this Agreement pursuant to P.A. 1976, No. 451 (MCL 380.1 et seq.) andP.A. 1973,No 139 (MCL 45.551 etseq.). In consideration of the mutual promises, obligations, representations, and assurances in this Agreement, the Parties agree as follows: 1 DEFINITIONS. In addition to any other defined terms in this Agreement (e.g., "Agreement," "County," "Revised School Code," "District," "Party," or "Parties," etc.), the Parties agree that for all purposes, and as used throughout this Agreement, the following words and expressions used throughout this Agreement, whether used in the singular or plural, within or without quotation marks, or possessive or nonpossessive, shall be defined, and interpreted as follows: 1.1. Agreement means the terms and conditions contained in this Agreement, including any subsequent written modification, amendment, or addendum. 1.2. Claim(s) means any alleged loss, claim, complaint, demand for relief or damages, cause of action, proceeding, judgment, deficiency, liability, penalty, fine, litigation, costs, and/or expenses, including, but not limited to, reimbursement for attorney fees, witness fees, court costs, investigation expenses, litigation expenses, and amounts paid in settlement, which are imposed on, incurred by, or asserted against the County or District, as defined herein, whether such claim is brought in law or equity, tort, contract, or otherwise. 1.3. County as this term may be used in this Agreement, "County" shall be further defined to include any and all "County Agents," as defined herein. 1.4. County Agent shall be defined as any and all elected officials, appointed officials, directors, board members, council members, commissioners, authorities, other boards, committees, commissions, employees, third-party contractors, departments, divisions, volunteers, representatives, and/or any such persons' successors (whether such persons act or acted in their personal representative or official capacities), and/or "County Agents" shall also include any person who was a County Agent any time during the term of this Agreement but, for any reason, is no longer employed, appointed, or elected and serving as an County Agent. 1.5. Pay shall be defined as any calendar day, which shall always begin at 12:00 a.m. and end at 11:59:59 p.m. 1.6. District means the Waterford School.District as defined above and shall further be defined to include District Employees. 1.7. District Employee includes, without limitation its governing Board, any and all of its departments, divisions, elected and appointed officials, directors, board members, authorities, committees, employees, teachers, administrators, principals, assistant principals, psychologists, social workers, teacher's aids, clerks, independent contractors, agents, volunteers, and/or any such persons, predecessors, or successors. 1.8. Residents means school aged individuals per MCL 380.1 et seq., residing on any basis at Children's Village. 2. DISTRICT SERVICES 2.1. The District in accordance with state laws shall determine and be responsible for providing an appropriate and required educational program for every Resident. The County shall have no responsibility for developing, implementing, or providing an)' education programs. The District shall be responsible for the care and supervision of all Residents while participating in any District supervised classes, programs, or activities. 2.2. The District shall employ and assign certified school teachers to teach all necessary and appropriate classes at the Children's Village School including the Children's Village A-Building and J-Building locations. Such school teachers shall be employed and assigned on the basis of appropriate certifications, qualifications, and seniority as determined by the District. The District shall also employ and assign qualified administrative, professional, and support personnel, as necessary, to fully meet the educational needs of the Residents. Page 2 of 14 2.3. The District shall employ and provide District Employees in both the numbers and classifications and for the Total District Expenditures shown in attached Budget Addendum A, which is hereby incorporated into this agreement, to provide for the necessary educational needs for all Residents. 2.4. The District agrees that the numbers and classifications described in Budget Addendum A of District Employees can provide for the complete educational needs of all anticipated Residents during the term of this agreement. In the event there is a change in the population of Residents during the term of this Agreement, or should the District incur additional, unexpected, and significant expense associated with educating handicapped Residents, the Parties will convene to determine the level of services, staffing, and appropriate contract budget adjustments which may be necessary as a result of such program modification. 2.5. The District agrees that it shall be solely responsible for soliciting, qualifying for, securing, and/or receiving any and all educational related outside or third person revenues, funds, assistance, or other reimbursement which the District may be eligible to receive from any source for undertaking the responsibility of educating Residents in accordance with this Agreement. The District agrees that it shall make ever}' reasonable effort to secure all such outside revenues and reimbursements which may become available so as to minimize the Estimated Net County Costs under this Agreement. The County shall have no obligation to the District to secure, obtain, pass through, generate, or otherwise provide to the District any funding or reimbursement the County may receive in connection with the education of an]- Resident, including but not limited to school lunch reimbursement, library grants., athletic equipment donations, etc., from any third-person, public agency, privaxt agency, or governmental source. 2.6. The District agrees that no later than October 15, January 15, April 15, and at the enG of each school year during the term of this Agreement the District will submit a detailed statement to the County for the actual total expenditures which compromise any part of the actual Total District Revenues it received applicable, in any part, to this Agreement. COUNTY OBLIGATIONS 3.1. The County will provide and maintain in good order at no cost to the District the facilities of the Children's Village School buildings for the District's use in educating Residents. The District shall not use the Children's Village School buildings for any other purpose. 3.2. Subject to the terms of this Agreement the County agrees to reimburse the District for actual salary, fringe benefits, and administrative costs, as described in Budget Addendum A, that the District actually incurs and expends for, or on behalf of, an)' District Employee providing required educational services to Residents under the terms of this Agreement. 3.3. Budget Addendum A shall be reduced and offset and accordingly any County obligation to reimburse the District shall also be reduced and offset by any and all Page 3 of 14 amounts received by the District from any state or federal government agency and/or any other public or private source, which amounts were received to aid, benefit, support, or otherwise reimburse the District for any costs incurred in educating Residents. In the event that the actual Total District Revenues exceeds the Total District Expenditures as referenced in Budget Addendum A the District agrees it shall, at the County's option, either credit or reimburse the County any excess amounts received. 3.4. The Parties agree that the County shall not have any financial obligations for any costs or expenses for any District Employee services under the terms of this Agreement beyond the amount shown in the Total District Expenditures and/or the Estimated Net County Costs on the Budget Addendum A. In the event of a shortfall in the anticipated Total District Revenues, or any increase in costs for current fringe benefits this matter shall be promptly presented to the Oakland County Board of Commissioners. 3.5. The County agrees to pay the District an amount equal to twenty-five percent (25%) of the Total District Expenditures as show on Budget Addendum A on each of the following dates: August 15, October 31, December 31. and April 15 of each calendar year during the term of this Agreement unless this Agreement is terminated prior to the Agreement's expiration. 3.6. All County payment obligations under the terms of this Agreement shall be based upon the Estimated Net County Costs (Total District Expenditures less Total School District Revenues received) as referenced in Budget Addendum A. Any disagreement between the Parties that may arise with regard to the quarterly statements referenced in section 2.6 shall be resolved, if possible, by a meeting of the Parties. The Party contesting the actual District costs or actual Total District Revenue shall give the other Party ten (10) days written notice of the meeting and delineating the nature of the disagreement or dispute. Any adjustments to be made to the County's payment obligation shall be reconciled through a separate billing and/or credit and reconciled as soon as possible after it becomes known. 4. NO INDEMNIFICATION. 4.1. Each Party shall be responsible for any Claim made against that Party and for the acts of its employees or agents. 4.2. In any Claim that may arise from the performance of this Agreement, each Party shall seek its own legal representation and bear the costs associated with such representation, including any attorney fees. 4.3. Except as otherwise provided in this Agreement and in Insurance Addendum B. neither Party shall have any right under this Agreement or under any other legal principle to be indemnified by the other Party or any of its agents or employees in connection with any Claim. 4.4. This Agreement does not, and is not intended to, impair divest, delegate or contravene any constitutional, statutory, and/or other legal right, privilege, power, duty or Page 4 of 14 immunity of the Parties. Nothing in this Agreement shall be construed as a waiver of governmental immunity for either Party. INSURANCE. The District shall throughout the term of this Agreement comply with all, terms, conditions, and insurances requirements as described in Insurance Addendum B which is hereby incorporated into and made part of this Agreement. INDEPENDENT CONTRACTOR. The District's relationship to the County is that of an independent contractor. Nothing in this Agreement is intended to establish an employer- employee relationship between the County and either the District or any District Employee. All District Employees assigned to provide services under this Agreement by the District shall, in all cases, be deemed employees of the District and not employees, agents or subcontractors of the County and shall remain solely and completely liable for any and all wages, compensation, fringe benefits, pension or retirement benefits, workers' disability compensation claims, and any and all other claims, rights, liabilities, or privileges whether in tort or contract, whether based upon any statutory or common law right, or m any way based upon any District Employee employment status or any applicable employment contract. PERMITS AND LICENSES. The District, at District's sole expense, shall be responsible for obtaining and continuous!}' maintaining throughout the term of this Agreement all necessary licenses, including any business and professional licenses, permits, certificates, and any other required governmental authorizations necessary for District, and/or a District Employee, to perform any District obligations under this Agreement. At the County s request, the District shall furnish to the County copies of any such licenses, permits, certificates, or any other governmental authorizations. AGREEMENT INTERPRETATION. The Parties agree that performance under this Agreement will be conducted in compliance with all federal, Michigan, and local laws ana regulations. This Agreement is made and entered into in the County of Oakland and in the State of Michigan. The language of all parts of this Agreement is intended to and under all circumstances to be construed as a whole according to its fair meaning and not construed strictly for or against any Party. TERMINATION OR CANCELLATION OF AGREEMENT. Either Party may terminate and/or cancel this Agreement upon ninety (90) Days written notice to the other Party. The effective date of termination and/or cancellation shall be clearly stated in the written notice. Termination of this Agreement does not release any Party from any obligations that Party has pursuant to any law. 9 1 In the Event that the County terminates this Agreement, as provided for in this section, prior to its scheduled expiration and should the District incur increased unemployment benefit costs paid to any District Employee as a direct result of this Page 5 of 14 early termination, the County shall reimburse the District for such increased unemployment insurance benefit costs up to a maximum of Two Hundred Thousand ($200,000.00) Dollars. Furthermore, the District agrees that it shall take all reasonable and necessary action to minimize any expense to the county for any District Employee's unemployment compensation costs. The County shall not have any obligation to the District for any unemployment insurance benefit costs or expenses under any other circumstances except as provide for in this paragraph and shall have no obligation to the District for any unemployment compensation benefit expenses that the District may incur after the expiration of this Agreement. 10. NO IMPLIED WAIVER. Except as otherwise expressly provided for in this Agreement: 10.1. Absent a written waiver, no act, failure, or delay by a Party to pursue or enforce any rights or remedies under this Agreement shall constitute a waiver of those rights with regard to any existing or subsequent breach of this Agreement. 10.2. No waiver of any term, condition, or provision of this Agreement, 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 Agreement. 10.3. No waiver by either Party shall subsequently affect its right to require strict performance of this Agreement. 11. SEVERABILITY. If a court of competent jurisdiction finds a term, or condition, of this Agreement to be illegal or invalid, then the term, or condition, shall be deemed severed from this Agreement. All other terms, conditions, and provisions of this Agreement shall remain in full force. 12. AGREEMENT MODIFICATIONS OR AMENDMENTS. Any modifications, amendments, rescissions, waivers, or releases to this Agreement must be in writing and executed by both Parties. The Parties agree that no such modification, rescission, waiver, release or amendment of any provision of this Agreement shall become effective against the County unless signed for by the Oakland County Board of Commissioners. The Parties further agree that this Agreement shall not be changed, supplemented, or amended, in any manner, except as provided for herein, and no other act, verbal representation, document, usage or custom shall be deemed to amend or modify this Agreement in any manner. 13. DELEGATION/SUBCONTRACT/ASSIGNMENT. Neither Party shall delegate, subcontract, and/or assign any obligations or rights under this Agreement without the prior written consent of the other Party. 14. E-VERIFY. "E-Verify" means an Internet based system operated by the Department of Homeland Security (DHS) in partnership with the Social Security Administration (SSA) Page 6 of 14 that allows participating contractors to electronically verify the employment eligibility of its newly hired employees. 14.1. In accordance with the Oakland County Board of Commissioners Miscellaneous Resolution No. 09116 (July 30, 2009 Oakland County Board of Commissioners Minutes, pp 37-38), and unless otherwise expressly exempted elsewhere in this Agreement, the District must first certify it has registered with, will participate in, and continue to utilize, once registered, the E-Verify Program, or any successor program implemented by the federal government or its departments or agencies, to verify the work authorization status of all newly hired District Employees. 14.2. District's execution of this Agreement constitutes a certification that District is authorized to certify on its behalf and does hereby certify that it has registered with, has and will participate in, and does and will continue to utilize, once registered and throughout the term of this Agreement and any permissible extension hereof, the E- Verify Program, or any successor program implemented by the federal government or its departments or agencies, to verify the work authorization status of all newly hired employees employed by the District. 14.3. District's failure to comply with the above E-verify terms or conditions will be considered a material breach of this Agreement. 15. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 ("HIP A A "V The Parties agree that this section represents a Memorandum of Understanding between the Parties to comply, when applicable, with the requirements of the Health Insurance Portability and Accountability Act of 1996 (HIPAA), as amended by the Health Information Technology for Economic and Clinical health Act ("HITECH Act") provisions of the American Recovery and Reinvestment Act of 2009 ("ARRA") and the implementing federal regulations such as those found at 45 CFR 160 through 164 inclusive. 16. NOTICES. Notices given under this Agreement shall be in writing and shall 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 on the date when one of the following first 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. 16.1. If Notice is sent to the County, it shall be addressed and sent to: 1200 North Telegraph, Pontiac, Michigan 48341. 16.2. If Notice is sent to the District, it shall be addressed and sent to: the Superintendent of Waterford Schools at 1150 Scott Lake Road, Waterford, Michigan 48328. 16.3. Either Party may change the address and/or individual to which Notice is sent by notifying the other Party in writing of the change. 17. CAPTIONS. The section and subsection numbers, captions, and any index to such sections and subsections contained in this Agreement are intended for the convenience of the reader and are not intended to have any substantive meaning. The numbers, captions, and indexes Page 7 of 14 shall not be interpreted or be considered as part of this Agreement. 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 Agreement shall be deemed the appropriate plurality, gender or possession as the context requires. 18. FORCE MAJEURE. Each Party shall be excused from any obligations under this Agreement during the time and to the extent that a Party is prevented from performing due to causes beyond the Party's control, including, but not limited to, an act of God, war, fire, strike, labor disputes, civil disturbances, reduction of power source, or any other circumstances beyond the reasonable control of the affected Party. Reasonable notice shall be given to the other party of any such event. 19. GOVERNING LAW. This Agreement shall be governed, interpreted, and enforced by the laws of the State of Michigan without giving effect to its conflict of law principles. 20. JURISDICTION AND VENUE. Except as otherwise required by law or com! rule, any action brought to enforce, interpret, or decide any Claim(s) arising under or related to this Agreement 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 of any judgment obtained in such forum or taking action under this Agreement to enforce such judgment in any appropriate jurisdiction. 21. AGREEMENT DURATION. The term of this Agreement shall begin on July 1, 2013, and end at 11:59 P.M. on June 30, 2014, without any further act or notice being required from either PARTY. In the event that either PARTY wishes to renew this Agreement beginning on July 1, 2014, they will notify the other PARTY in writing by February 28, 2014, and shall immediately begin negotiations toward a new agreement. In the event that either PARTY wishes to renew this Agreement beginning on July 1, 2015, they will notify the other PARTY in writing by February 28, 2015, and shall immediately begin negotiations toward a new agreement. 22. ENTIRE AGREEMENT. This Agreement along with Budget Addendum A and Insurance Addendum B represent the entire Agreement and understanding between the Parties and are hereby incorporated into this Agreement. This Agreement supersedes all other prior oral or written understandings, communications, or agreements between the Parties. Page 8 of 14 WATERFORD SCHOOL DISTRICT: BY: DATE: i President, Board of Education THE COUNTY OF OAKLAND BY: DATE: 5 Chairperson, Oakland County Board of Commissioners Page 9 of 14 BUDGET ADDENDUM A Children's Village FY 2013-2015 Budget Any and all defined words or phrases in the Agreement between the Parties will apply equally throughout this Addendum. Expenditures 2012-13 2013-14 % Salaries FTE Budget FTE Budaet FTE Change Change Teachers 19.00 $1,230,876 18.00 $1,104,193 (1.00)$(126,683)-10.29% A Drivers Education ----0.00% Coaching 10,416 10,313 -(103)-0.99% /, Psychologist 0.40 23,696 0.60 36,934 0.20 13,238 55.87% Ti Occupational Therapist --0.10 6,460 0.10 6,460 . 100.00% School Social Worker 0.50 28,242 0.50 22,6-19 -(5,623)-19.91% / Speech Pathologist 0.05 2,359 0.05 2,625 -266 11.28% Teacher Assistants 6.00 85,192 6.00 77,892 -(7,300)-8,57% A School Liaison 1.00 135,953 1.00 108,464 -(27,489)-20.22% I) Secretarial 2.90 104,196 2.90 93,112 -(11,084)10.64%. L Referee 600 600 -0.00% Total Salaries $1,621,530 $ 1,463,212 $(158,318)-9.16% Fringe Benefits 699,071 813,084 114,013 16.31% Tota! Salaries and Fringe Benefits $2,320,601 $ 2,276,296 $ (44,305)-1.93% Other Exnenditures Administrative Office Costs $ 10,600 $10,600 $ -0.00% F Educational Supplies 57,500 57,500 $ -0.00% F Transportation - Homeless -5,000 5,000 100.00% Indirect Costs 77,777 86,825 9,048 11.63% C Summer School 56,470 57,278 808 1.43% A,E Total Expenditures $2,522,948 $2,493,499 $ (29,449)-1.17% Revenues State Aid (Based on est. count of 165.00)$1,298,160 $1,183,875 $(114,285)-8.80% F special Ed Sec 53 Reimbursement (est.)---0.00% Court Placed Student Reimbursement (est.)988,836 1,031,250 42,414 4.29% Oakland Schools PA-18 -24,375 24,375 100.00% Total Revenues $2,286,996 $2,239,500 $ (47,496)-2.08% Estimated Net County Costs S235.952 $253.999 $ 18.047 7.65% * Summer school is currently 20 days at 4hrs per day. Note: The following assumptions were used for this budget: - $433 decrease in the per student foundation grant from State Aid (actual 10/11 foundation allowance is unknown) A The changes from year over year are the result of different staffing and their related step and/or level in the District; plus a 2% decrease in District wide salaries as part of a concessionary agreement. B Change in staff resulting in lower pay based on years of experience. C More staff time is required based on current caseloads. E? Contracted School Liaison - higher salary, but much lower fringes. E Fringes decreased as a result of contracted school Liaison. F Decrease in capital outlay. G Indirects decreased as a result of lower salaries and fringes. H See "Note", foundation allowance decreased $433 per student I Decrease related to lower overall budget therefore less revenues necessary. Page 11 of 14 INSURANCE ADDENDUM B Any and all defined words or phrases in the Agreement between the Parties will apply equally throughout this Addendum. Any and all other terms and conditions set forth in the Agreement between the Parties shall remain in full force and effect and shall not be modified, excepted, diminished, or otherwise changed or altered by this Addendum except as expressly provided in this Addendum. To the extent reimbursed by insurance, the District agrees to defend, indemnify, and hold the County harmless from any and all claims, actions, suits, causes of actions, proceedings, costs, expenses, damages, and liabilities of any kind whatsoever (including, but not limited to, reimbursement of reasonable attorney fees and litigation expenses) without regard to whether any such claims or suits are based upon tort or contract and without regard to whether any such claims or suits are based upon any alleged negligent and/or intentional act(s) or omission(s) of the District and/or District Employee(s), suffered or incurred by the County which either arise out of, result from, or are in any way connected with the District's and/or any District Employee(s) educational responsibilities, the supervision and care of or the provision of any educational-related services to the school-age Resident(s) of Children's Village, or arising out of the performance of any independent contractors, agents, volunteers, and/or an)' such persons, predecessors, or successors or by anyone for whose acts they may be held liable under the terms of this Agreement, the common law, or under applicable State or Federal Law. At all times during any term of this Agreement, the District shall provide and maintain, at its sole cost and expense, insurance in the types and amounts as set forth below. The insurance shall be written for not less than any minimum coverage or limit specified herein. 1. Commercial General Liability insurance, Occurrence Form including: a) Premises and. Operations; b) Products and Completed Operations; c) Personal and Advenising Injury with Contractual and Employee exclusions deleted); d) Independent Contractors; e) Blanket Broad Form Contractual including coverage or obligations assumed in this Agreement; f) Broad Form Property Damage; with limits of no less than: $1,000,000 - Each Occurrence Limit $1,000,000 - Personal & Advertising Injury $1,000,000 - Products & Completed Operations Aggregate Limit $2,000,000 - General Aggregate Limit $500,000 - Fire Damage Limit (Any One Fire) 2. Commercial Automobile Liability insurance covering liability arising out of the use of any owned, borrowed, hired or non-owned auto with a limit of not less than $1,000,000 each occurrence for bodily injury and property damage and including Michigan No-Fault coverage. 3. Workers' Compensation insurance as statutorily required by Michigan and Employers Liability insurance with limits of no less than $500,000 each accident, $500,000 disease each employee, and $500,000 disease policy limit. Page 12 of 14 4. Commercial Umbrella/Excess Liability insurance with a minimum limit of $2,000,000 each occurrence and $2,000,000 annual aggregate which provides excess coverage over General Liability, Automobile Liability and Workers' Compensation Employers Liability. Umbrella or Excess Liability coverage shall be no less than following form of primary coverage or broader. 5. Professional Liability insurance including sexual abuse and molestation with a minimum limit of $1,000,000 each claim and $1,000,000 annual aggregate. 6. Commercial Property insurance. The District shall be responsible for obtaining and maintaining insurance covering their owned equipment and owned personal property against all loss of physical damage and shall hold the County harmless against any and all claims, actions, damages, losses or liabilities arising from the use, possession, operation or control of the equipment and personal property and shall waive their and their insurer(s) rights of subrogation. 7. General insurance conditions: the aforementioned insurance policies shall be endorsed, as applicable, and shall contain the following terms, conditions, and/or endorsements. All certificates of insurance shall provide evidence of compliance with all required terms, conditions, or endorsements. a. All policies of insurance or self-insurance shall be on a primary, non-contributory basis with any other insurance or self-insurance carried by the County; b. Any and all deductibles or self-insured retentions in any of the above described policy(s) shall be assumed by and be at; the sole risk of the District; c. All policies, with the exception of Workers' Compensation and Professional Liability, shall be endorsed to name the County as Additional Insured; d. All policies shall be endorsed to provide a written waiver of subrogation in favor of the County; e. If any policies are written on a claims-made form, the District agrees to maintain such coverage continuously throughout the term of this Agreement and, without lapse, for an extended reporting period (tail coverage) of no less than three years following termination of this Agreement (including renewals, extensions, or replacements thereof). Any such policies shall have a retroactive or prior acts effective date on or prior to the effective date of this Agreement; f. The District shall require their contractors or sub-contractors or by anyone for whose acts they may be held liable to carry insurance in the coverages and limits specified in this Agreement unless otherwise agreed to and approved by Oaldand County Risk Management; e. All insurance carriers shall be licensed and approved to do business in the State of Page 13 of 14 Michigan and shall have and maintain a minimum A.M. Best's rating of A VII; f. All certificates of insurance must provide thirty-days (30) written notice of cancellation, non-renewal, or material change and must include the County as Additional Insured. Certificates of insurance must be provided no less than ten (10) working days prior to commencement of Agreement and must bear evidence of all required terms, conditions and endorsements; Page 14 of 14 Resolution #13295 November 13, 2013 The Chairperson referred the resolution to the Finance Committee. There were no objections.