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HomeMy WebLinkAboutResolutions - 1999.08.05 - 25624REPORT (M.R. #99156) August 5, 1999 BY: FINANCE COMMITTEE, SUE ANN DOUGLAS, CHAIRPERSON IN RE: AMENDMENT OF PROFESSIONAL SERTR1S CONTRACT WITH POLING, MCGAW AND POLING, PC TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Chairperson, Ladies and Gentlemen: The Finance Committee, having reviewed the above referenced resolution, recommends it adoption with the following amendments: 1. Change the expiration date in the NOW THEREFORE BE IT RESOLVED paragraph from May 31, 2000 to May 31, 2001. Chairperson, on behalf of the Finance Committee, I move acceptance of the foregoing report. FINANCE COMMITTEE Pok,g4 FINANCE COMMITTEE VOTE: Motion carried unanimously on a roll call vote. July 15, 1999 MISCELLANEOUS RESOLUTION #99156 BY: GENERAL GOVERNMENT COMMITTEE, SHELLEY TAUB, CHAIRPERSON IN RE: AMENDMENT OF PROFESSIONAL SERVICES CONTRACT WITH POLING, MCGAW AND POLING, PC To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS from time to time, legal issues arise which require the Board of Commissioners to seek the advice of independent legal counsel; and WHEREAS in May of 1998, the Board of Commissioners contracted with the firm of Poling, McGaw and Poling, PC to provide legal services; and WHEREAS the invitation to bid which resulted in the contract between the parties stated the possibility of an extension of the contract of up to three years; and WHEREAS the contract with Poling, McGaw and Poling expired May 31, 1999; and WHEREAS Poling, McGaw and Poling has provided exemplary service to the Board of Commissioners, and the Board wishes to retain Poling, McGaw and Poling, PC as its legal counsel. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners hereby directs that the contract for legal services with Poling, McGaw and Poling be amended to expire May 31, 2000, at the same price and terms as the first year of the contract. Chairperson, on behalf of the General Government Committee, I move the adoption of the foregoing resolution. GENERAL GOVERNMENT COMMITTEE General Government Committee Vote: Motion carried on unanimous roll call vote with Dingeldey and McPherson absent. Blanket Purchase Order BP001771 06/23/98 BP° Amount Bid Id Effective Date Expiration Date F.O.B. Terms 48,000.00 06/01/1998 05/31/1999 COUNTY VIC1410AN LBROOKSPAMERSON-COUNTYEXECUTIVE OAKLAND COUNTY PURCHASING DIVISION Page: 1 Oakland County Purchasing Division 1200 North Telegraph Pontiac, MI 48341 I Vendor ID: 382759511 001 V I E! POLING, MCGAW & POLING, P.C. D 5435 CORPORATE DRIVE 0; SUITE 275 TROY Item Description Maximum UOM Unit Cost Max Cost Quantity MI 48098 1 961 49 Legal Services - Attorneys PROVIDE LEGAL SERVICES AS REPRESENTATION IN LITI ATTENDANCE AND COUNSELING AT COMMITTEE MEETINGS, AS MAY BE REQUIRED BY THE BOARD. THIS CONTRACT REPLACES BP000707 Terms: Document Terms This is a Blanket Order to cover the procurement listed, to be released on an as needed basis to Oakland County. The above blanket purchase order number is to be billings covering such items as are procured by only. Inasmuch as no specific quantity is indic order, there is no commitment involved other tha of goods procured under the conditions of this c itemized statement together with invoices in dup submitted each month to the Oakland County Fisca Division, 1200 N. Telegraph Rd., Pontiac, MI 483 EA BP0 Continued... 1 BOARD OF COMMISSIONERS RER OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET Purchasing Division PROFESSIONAL SERVICE CONTRACT NUMBER BP001771 Contract Expiration Date: 5/31/99 Contract - NOT TO EXCEED AMOUNT S 48,000.00 PARTIES.. THIS CONTRACT, made this 29th day of May 1998 , between the COUNTY OF OAKLAND, a Michigan Constitutional Corporation, hereinafter called "County" , and POLING, MCGAW AND POLING, P.C. , hereinafter called "Contractor". COUNTY OF OAKLAND 1200 N. Telegraph Road Pontiac, MI 48341-0047 (herein, and as further defined elsewhere in this Contract, the "County') POLING, MCGAW AND POUNG, P.C. 5435 CORPORATE DRIVE, SUITE 275 TROY, MI 48098 382759511 (herein the "Contractor") § 2 CONSIDERATION. In consideration of the mutual promises, obligations, representations, assurances, and agreements in this Contract, County and the Contractor each agrees to be bound by the terms and conditions in this Contract. SCOPE OF CONTRACT. To provide legal services as representation in litigation, attendance and counseling at committee meetings, and other duties as may be required by the Board. The parties agree than Richard B. Poling, Jr., as Partner and Shareholder of the Contractor, shall be the principal 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 OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION -PROFESSIONAL SERVICES CONTRACT NUMBER BP001771 §3 Page 1 assistants, employees or agents, including without limitation, all claims relating to injury or death of any person or damages to any property. § 7 CONFLICT OF INTEREST Pursuant to the provision of Public Act 317 or 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 employee or officer of the County. To avoid any real or perceived conflict of interest, the Contractor shall identify any relative or relative of the Contractors employees and subcontractor who are presently employed by the County. Nothing contained in this provision limits or is intended to limit in any way the Contractor's right to offer and provide its services to the general public or other business entities, municipalities or governmental agencies, during or after the term of this agreement, or from working for more than one firm, entity or agency during the term of this agreement. The Contractor may provide services to others during the periods when the Contractor is not engaged in performing services for the County. This agreement is a non-exclusive agreement, and the County may engage other independent contractors to perform the same work which the Contractor performs. IN KIND SERVICE5 This contract does not authorize any in-kind services unless previously agreed by the County and specifically listed herein. § 9 AUDIT The Contractor shall allow the County's Auditing division to perform financial and compliance audits as appropriate with the authority to access all pertinent records and interview any of the Contractor's employees throughout the term of the Contract and for a period of three years after final payment to ensure a complete post-evaluation of services. § 10 CONTRACTOR RESPONSIBILITIES The Contractor is responsible for providing equipment and supplies not otherwise provided by the County. 10.1 The Contractor shall have the right and duty to exercise control and supervision over the immediate job site and work area where the Contractor's services are rendered to the extent necessary to accomplish the job specifications/services set forth in this Agreement. 10.2 In the event the Contractor is unable to perform the job specifications/tasks as required under this Agreement at the time (or for any period of time) in which performance is due, the Contractor remains solely responsible for continued performance which includes, but is not limited to, the retention of an assistant to substitute for and complete the Contractor's services. The Contractor must notify the contract administrator in the event Contractor is unable to perform such services when due. Any and all assistants employed by the Contractor are employed at the Contractor's own expense (including taxes and insurance) and the Contractor remains solely responsible for and fully liable for the conduct and supervision of any assistant it employs. Contractor warrants that any services performed by Contractor's assistants shall fully comply with the terms of this agreement and shall be of the same quality of service as Contractor has customarily provided to the County. All assistants employed by the Contractor shall be deemed employees of the Contractor and not employees, agents or sub-contractors of the County 10.3 The Contractor shall be responsible and liable for all costs and expenses incident to the performance of services for the County including, but not limited to professional dues. association fees, license fees, fines and penalties. The County shay not be liable for any expenses incurred by the Contractor in performing ser-vices for the County. OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION -PROFESSIONAL SERVICES CONTRACT NUMBER BP001771 Page 3 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 S.07 per page. The total of hourly charges billed under this contract in one year shall not exceed $48,000.00. 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. § 17 CONTRACT TERMINATION The County has the right, as its option, to terminate this agreement, upon thirty days written notice, in the event the Contractor defaults in the performance of the agreement, or breaches any term of this agreement. The County's obligation in the event of termination is for payment for actual services rendered until the Contractor is notified of termination, or for services actually rendered during the period of notice after notice is served. In the event of termination, the County is not obligated for payment for the duration of the term of the agreement unless such term is less than 30 days at the time notice of termination is given. 17.1 The Contractor has the right, as its option, to terminate this agreement by giving written notice to the County in the event the County defaults in the performance of the agreement, or breaches any term of this agreement. A default in performance and/or breach of this agreement shall include, but is not limited to the following: (I) failure to cure a default in payment within 30 days after Contractor provided written notification of default. § 18 GOVERNING LAWS This Agreement shall be governed by the laws of the State of Michigan. § 19 ENTIRE AGREEMENT. This Contract sets forth the entire Contract and agreement between the Parties concerning the subject matter hereof. In entering into this Contract, the Contractor acknowledges that it has not relied upon any prior or contemporaneous agreement, representation, warranty, or other statement by the County and/or any County Agent that is not expressly set forth in this Contract, and that any and all such possible, perceived or prior agreements, representations, understandings, statements, negotiations, understandings and undertakings, whether written or oral, in any way concerning or related to the subject matter hereof are fully and completely superseded by this Contract. It is further agreed that the terms and conditions herein are contractual and binding and are not a mere recital and that there are no other agreements, understandings, contracts, or representations between the Contractor and either the County, and/or any County, or Agent, in any way related to the subject matter hereof which affect any contractual relationship between the Parties except as expressly stated herein. For and in consideration of the mutual assurances, promises, acknowledgments, warrants, representations, and agreements set forth in this Contract, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the undersigned hereby execute this Contract on behalf of the County and the Contractor, and by doing so legally obligate and bind the County and the Contractor to the terms and conditions of this Contract. OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION -PROFESSIONAL SERVICES CONTRACT NUMBER BP001771 Page $ appeared in person before me on this date and executed this Contract on behalf of the Contractor and acknowledged to me under oath that: has taken all actions and secured any and all necessary approvals and authorizations and has the requisite authority from the Contractor to fully and completely obligate and bind the Contractor to the terms and conditions of this Contract and any and all other documents incorporated herein by reference. also acknowledged before me having been provided with copies and having read and reviewed all Contract documents incorporated herein. Subscribed and sworn to before me on the day of , 1998. Notary Public County, Michigan My Commission Expires: FOR OAKLAND COUNTY PURCHASING: BY: DATE: Oakland County Purchasing Division BY: DATE: Contract Administrator ic OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION -PROFESSIONAL SERVICES CONTRACT NUMBER BP001771 Page 7 ATTACHMENT TO CONTRACT In accordance with this contract, the following people are the only persons authorized to request legal assistance and incur a liability on behalf of Oakland County: Chairperson of the Board of Commissioners Vice Chairperson of the Board of Commissioners Republican Caucus Chairperson Democratic Caucus Chairperson The following Committee Chairpersons may request legal advice when supported by a majority vote of their Committee. In addition, Committee Chairpersons are authorized to request the presence of legal counsel at their Committee Meetings: Chairperson of Finance Committee Chairperson of Personnel Committee Chairperson of General Government Committee Chairperson of Planning & Building Committee Chairperson of Public Services Committee Chairperson of Strategic Planning Committee In all instances. the Board Chairperson is to be notified prior to contact with the firm or submission of a request. Requests that counsel initiate a lawsuit or represent members of the Board of Commissioners in ongoing litigation will require a majority vote of the full Board of Commissioners. Legal assistance requested by the Board of Commissioner's staff will be approved by the Chairperson of the Board or the Vice Chairperson in his or her absence prior to contact with the Contractor. [he Chairperson of the Oakland County Board of Commissioners will inform the Contractor of am, chanties in the names of the Commissioners filling these approved positions. Resolution #99156 July 15, 1999 The Chairperson referred the resolution to the Finance Committee. There were no objections. Resolution #99156 August 5, 1999 Moved by Taub supported by Jensen the Finance Committee Report be accepted. A sufficient majority having voted therefor, the report was accepted. Moved by Taub supported by Jensen the resolution be adopted. Moved by Taub supported by Jensen the resolution be amended to coincide with the recommendation in the Finance Committee Report. A sufficient majority having voted therefor, the amendment carried. Vote on resolution, as amended: AYES: Douglas, Garfield, Gregory, Jensen, Law, McCulloch, McPherson, Melton, Millard, Obrecht, Palmer, Patterson, Schmid, Sever, Suarez, Taub, Amos, Appel, Causey-Mitchell, Colasanti, Coleman. (21) NAYS: None. (0) A sufficient majority having voted therefor, the resolution, as amended, was adopted. STATE OF MICHIGAN) COUNTY OF OAKLAND) I, G. William Caddell, 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 5, 1999 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 5 day,oef August, 1999. G. William Caddell, County Clerk