HomeMy WebLinkAboutResolutions - 1999.02.25 - 25704MISCELLANEOUS RESOLUTION #99029 February 25, 1999
BY: FINANCE COMMITTEE, SUE ANN DOUGLAS, CHAIRPERSON
IN RE: DEPARTMENT OF MANAGEMENT & BUDGET - RENEWAL OF PROFESSIONAL SERVICES
CONTRACT FOR GRANT WRITING SERVICES AND AUTHORIZATION OF FUNDING
TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS
Chairperson, Ladies and Gentlemen:
WHEREAS Oakland County was recently awarded a federal grant (COPS-MORE)
from the Department of Justice in the amount of $17.1 million, excluding local
match, to fund enhancement of the Courts and Law Enforcement Management
Information System (CLEMIS); and
WHEREAS the grant application, the nation's largest consortium grant, was
successful primarily due to the efforts of Griffin Grant Writing & Consulting,
Inc. (GGW&C, Inc.), a grant writing and consulting firm engaged by the County to
identify and compete for supplemental funding to enhance County programs; and
WHEREAS the fee arrangement under the current contract provided for six
(6%) of grant awards up to a maximum of $500,000; and
WHEREAS the maximum has been reached as a result of the unparalleled
success in obtaining the COPS-MORE grant award; and
WHEREAS the County is desirous of building on the success of COPS-MORE, as
well as pursuing initiatives in environmental protection, administration of
justice, corrections and health; and
WHEREAS GGW&C, Inc. has submitted a proposal to begin a new contract, with
fee arrangement terms unchanged from the current contract, for a period of two
years; and
WHEREAS funding for the $75,000 retainer is available in the Non-
Departmental Appropriation for Grant Match; any additional funding is contingent
upon future successful grant applications; and
WHEREAS, based on the success of COPS-MORE, the County Executive recommends
approval of the new contract and authorization of the $75,000 retainer necessary
to implement.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners
authorizes an appropriation of $75,000 from Non-Departmental Grant Match (90-
210000-21000-2872) for the purposes of engaging GGW&C, Inc. to continue to
provide grant writing services.
Mr. Chairperson, on behalf of the Finance Committee, I move approval of the
foregoing resolution.
FINANCE COMMITTEE
FINANCE COMMITTEE VOTE:
Motion carried unanimously on a roll call vote with Palmer absent.
1
2 OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET
3 Purchasing Division
4 PROFESSIONAL SERVICE CONTRACT NUMBER
5
6 Contract Expiration Date:
7 February 23, 2001
8
9 Contract - NOT TO EXCEED AMOUNT: $500,000
10
11
12 THIS CONTRACT FOR PROFESSIONAL SERVICES ("Contract" herein),
13 effective as of February 24, 1999, is made and entered into by and between the County of
14 Oakland ("County" herein), located at 1200 N. Telegraph Rd., Pontiac, MI 48341, and
15 GGW&C, INC. (DBA Griffin Grant Writing & Consulting) ("Contractor" herein), located
16 at 655 Redwood Highway, Suite 241, Mill Valley, CA 94941, for a period of twenty-four
17 (24) months, until the goal amount described herein is achieved or until terminated in
18 accordance with the termination provisions in this Contract.
19
20 I. PARTIES. THIS CONTRACT, made this 24th day of February, 1999 between the
21 COUNTY OF OAKLAND, a Michigan Constitutional Corporation, and GGW&C, INC.
22
23 GGW&C, INC. (DBA GRIFFIN GRANT
24 COUNTY OF OAKLAND WRITING & CONSULTING)
25 1200 N. Telegraph Road 655 Redwood Highway, Suite 241
26 Pontiac, MI 48341-0047 Mill Valley, CA 94941
27
28 II. REPRESENTATIVES OF THE PARTIES AND SERVICE OF NOTICES.
29
30 The representatives of the parties who are primarily responsible for the
31 administration of this Contract, and to whom formal notices, demands and
32 communications shall be given are as follows:
33
34 A. The principal representative of the County_shalf be:
dp
35 —4. V
36 L. Brooks Patterson, County Executive, or his designee
37 County of Oakland
38 1200 N. Telegraph Rd.
39 Pontiac, MI 48341-0479
40
41 B. The principal representative of the Contractor shall be:
42
43 John A. Griffin, President
44 GGW&C, Inc.
45 655 Redwood Highway, Suite 241
46 Mill Valley, CA 94941
1
C. Formal notices, demands and communications to be given hereunder by
2 either party shall be made in writing and may be effected by personal
3 delivery or mail, registered or certified, postage prepaid.
4
5 D. If the name of the principal representative designated to receive the notices,
6 demands or communications, or the address of such person, is changed,
7 written notice shall be given within five (5) working days of said change.
8
9 III. CONSIDERATION.
10
11 In consideration of the mutual promises, obligations, representations, assurances,
12 and agreements in this Contract, the County and the Contractor each agrees to be
13 bound by the terms and conditions of this Contract.
14
15 IV. DESCRIPTION OF WORK.
16
17 County hereby engages Contractor, and Contractor accepts such engagement, to
18 perform the services set forth in the "Scope of Services" in Section V, below.
19 Contractor shall perform and complete, in a manner satisfactory to the County, all
20 work and services set forth herein. The County Representative, or the
21 Representative's designee, shall have the right to review and inspect the work
22 during the course of its performance and at such times as may be specified by the
23 Representative.
24
25 V. SCOPE OF SERVICES.
26
27 A. General Description.
28
29 Contractor agrees to provide general grant writing services associated with
30 the completion of grant applications on behalf of the County. Contractor
31 agrees to provide any and all services required in order to effectively
32 achieve the results as required by this Contract. Any work cenducted
33 outside the scope of this Contract is subject to additional feei'and must be
34 accompanied by an amendment to this Contract -signed by both parties.
35
.
36 B. Research.
37
38 Contractor will conduct research on potential funding sources for the
39 County. This research will enable Contractor, in cooperation with the
40 County, to identify potential grant funds for the County. Potential sources
41 shall be disseminated via a "Federal Grants Alert."
42
43 C. Grant Writing.
44
45 Contractor shall be responsible for writing grant proposals identified by and
46 in cooperation with County which, upon approval of this Contract by the
2
County Representative and within the twenty-four (24) month duration of
2 this Contract, will result in at least $1,000,000 in funded proposals
3 allocated to the priority area described herein.
4
5 Contractor agrees to review all potential opportunities with the County and
6 receive written approval to proceed from the County prior to any
7 solicitation efforts on the part of the Contractor. Approval to proceed shall
8 not be unreasonably withheld. As information is requested from the
9 County by the Contractor in order to facilitate the solicitation process, the
10 County agrees to provide requested materials within seven (7) working
11 days, or a time mutually agreed upon by both parties.
12
13 D. Objective.
14
15 1. Contractor guarantees attaining $1,000,000 in funding for the
16 County.
17
18 2. Application for such funding will be directed toward the priority
19 areas of:
20
21 1) Criminal Justice Technology (including Geographic
22 Information System)
23 2) Criminal Justice Services (including Communication
24 Infrastructure)
25 3) Housing and Housing Programs;
26 4) Transportation;
27 5) Infrastructure;
28 6) Social Services;
29 7) Health Services; and
30 8) Other priority areas, mutually identified by the County or
31 Contractor in conjunction with written approval from the
32 County. t.
33 • ,
34 E. Secondary Funding.
35 4; --
s,
36 1. "Secortary Funding" means grant funds identified outside the
37 priority area which-may enable the County to free encumbered,
38 budgeted, set aside or other related County general funds.
39
40 2. Such "secondary funding" may be utilized to maximize funding
41 under the objective of this Contract and shall not require an
42 amendment to this Contract nor require additional retainer fees or
43 payments by the County other than the terms set forth in this
44 Contract.
45
3
1 3. Contractor shall meet with County staff to assess and re-evaluate
2 the Contractor's Final Funding Report dated June19, 1998.
3 Additional needs identified by the County will then be researched
4 by Contractor and an additional funding report will be produced.
5 County agrees to provide access to pertinent information to achieve
6 this approach.
7
8 4. From the assessment undertaken in Section E.3. above, Contractor
9 shall discuss potential sources with the County. County agrees to
10 consider as many of the sources as possible to expand the grant
11 funding opportunities for Contractor to achieve the desired
12 objective of this Contract. Where both parties have agreed that
13 secondary funding will result in an ability for the County to
14 reallocate general fund dollars, all funds received by the efforts of
15 the Contractor shall be attributed to the goal amount set forth above
16 and herein. Funding exceeding the goal amount set forth above and
17 herein, including secondary funding meeting the terms set forth
18 above, shall be subject to the incentive fee structure described in
19 Section VI below.
20
21 F. Reasonable Opportunity.
22
23 1. County shall provide Contractor a reasonable opportunity to solicit
24 grant funding identified by Contractor in order to permit Contractor
25 to attempt to achieve the objective of this Contract.
26
27 2. "Reasonable opportunity" means the County's acceptance of a
28 minimum of $3,500,000 in grant sources offered to the County by
29 Contractor through the "Federal Grants Alert" within eight months
30 of the date of execution of this Contract.
31
32 G. Previously Solicited Funded Sources by the County.
33
34 1. Where the County and Contractor have identified potential grants
35 directl/related to funding thoviwity areas, the County and
36 ContraMor agree that Contractor shall be provided the first
37 opportunity to solicit these sources.
38
39 2. If the sources identified, as described in Section V.G.1. above,
40 previously have been funded through the County's efforts, only
41 funding in excess of the County's previous award shall be attributed
42 to the goal amount.
43
44 3. "Previous award" shall mean any funding received by the County
45 from the funding source during the twelve months prior to the date
46 of execution of this Contract.
4
1
2 4. Where (I) there is a mutually-identified source, (ii) the County
3 successfully has received a previous award, and (iii) Contractor
4 feels its efforts are not likely to result in exceeding this previous
5 award amount, Contractor retains the right to refuse to solicit the
6 source and agrees to permit the County to solicit the source outside
7 the terms of this Contract.
8
9 VI. Methodology and Responsibilities.
10
11 A. Information Provision.
12
13 1. Contractor shall provide County with a written list of potential
14 sources known as the "Federal Grants Alert" as sources are
15 announced.
16
17 2. As soon as possible, and in all cases prior to County's authorization
18 to prepare a proposal for funding, Contractor shall notify County
19 whether, and the amount of, any matching funds which may or shall
20 be required from County in order to qualify for award of funding, or
21 which may or shall be required to complete tasks identified in the
22 objectives of a targeted solicitation.
23
24 3. The parties together shall discuss the potential sources and identify
25 the sources of interest to the County.
26
27 4. Contractor shall have first opportunity to write the grants for all
28 sources identified to the County by Contractor based on
29 opportunities identified in the "Federal Grants Alert".
30
31 5. Upon written request by County, Contractor shall provide copies of
32 the Request for Proposal ("RFP") for each source idintified by the
33 County, such copies to be provided .within five (5) Arking days
34 (working days shall be defined as Monday through Friday for
35 -- purposes of this Contract) of Ktitftten request and subject to the
36 availatity of the Request for Proposals.
37
38 B. Conditions of RFPs.
39
40 1. County understands that the RFPs contain all conditions,
41 regulations, and requirements associated with the grant for use of
42 any funds awarded by the funding source. County accepts
43 responsibility for understanding the terms and conditions and
44 complying with said terms and conditions of any potential grant
45 award.
46
5
1 2. County shall review the requested RFPs within five (5) working
2 days, or by a time mutually agreed upon by both parties, as
3 measured from the date of receipt of RFPs by the County.
4
5 3. Following the County's review, and prior to Contractor's
6 preparation of any proposal, the County in writing shall authorize
7 Contractor to prepare and submit a proposal. County reserves the
8 right to review and approve any proposal prepared by Contractor.
9 Approval for submission shall not be unreasonably withheld.
10
11 4. For any authorized proposal accepted by Contractor, Contractor
12 shall request a program design following a meeting with the County
13 to develop the parameters of the grant application to be prepared by
14 Contractor.
15
16 a. At this meeting Contractor shall provide a written list of all
17 required information necessary to submit the proposal.
18
19 b. County agrees to provide requested materials within five (5)
20 working days of the program design meeting, or by a time
21 mutually agreed upon by both parties.
22
23 (i) Any time mutually agreed upon shall be determined
24 during this meeting and initialed by a department
25 representative at the program design meeting and
26 returned to Contractor.
27
28 (ii) "Provision of information" or "provision of
29 requested materials" shall include, but are not limited
30 to, the reasonable provision of complete and accurate
31 disclosure of financial, programmatic or other
32 information requested by Contractor tr completion
33 of authorized projects.
34
35 c. Where both parties -a-gZie;e6ntractor may pursue
36 applications.with short time lines and which will require the
37 use of teleconferencing to develop program design.
38
39 (i) Upon faxed and initialed approval by County,
40 Contractor shall request all requisite information in
41 written or verbal format.
42
43 (ii) County agrees to provide all information within five
44 (5) working days from the date of the request or a
45 time mutually agreed upon by both parties.
46
6
1 d. For projects authorized by the County, failure to provide
2 information by the County within this mutually agreed upon
3 time line may be subject to time and materials fees as
4 described in Section VI.C. below.
5
6 C. Delays Caused by County.
7
8 1. Contractor will be entitled to time and materials fees once any
9 project is authorized in writing by the County and the County fails
10 to provide information in accordance with the mutually agreed time
11 line described in Section VI.B.4. above or if the County stops
12 projects subsequent to written authorization.
13
14 2. The measure of time and materials fees shall be a rate of $120/hour
15 for all work performed for which records, logs and other accounting
16 are provided, and shall include any outstanding expenses described
17 in Section VIII.B. below.
18
19 3. County accepts full and total responsibility for authorizing work to
20 be performed by Contractor and understands the requirements of
21 said work.
22
23 4. Any time and materials fees shall be invoiced by Contractor and the
24 County agrees to pay within a twenty (20) day net from date of
25 receipt of said invoice.
26
27 5. Such time and materials fees pertain to individual projects
28 authorized by the County and do not pertain to termination of the
29 entire Contract nor preclude forfeit of the retainer fee should the
30 overall objective not be achieved.
31
32 VII. CONTRACTOR RESPONSIBILITIES.
33
34 A. Guarantees and Definitions. •.
35
36 1. Contrattor agrees that the performance objective of this Contract is
37 to raise a minimum-of $1,000,000 in funding for the County within
38 the twenty-four (24) month duration of this Contract. The
39 Contractor must notify the contract administrator in the event
40 Contractor is unable to perform such services when due.
41
42 2. Contractor agrees to continue to solicit funding until County
43 receives this threshold amount.
44
45 3. For purposes of this Contract, "received" and "funding" shall
46 include notification-of-award letters or other equivalent
7
notifications received from funding sources solicited by Contractor
2 under the terms of this Contract, and shall include multi-year
3 funding awards as described in Section VIII.A.2 below.
4
5 4. Contractor agrees to guarantee County's receipt of $1,000,000 in
6 funding through continued efforts including research, targeting,
7 writing, solicitation and follow-up services until receipt of the goal
8 amount. Should contractor fail to provide received funding within
9 or before the twenty-fourth (24th) month of the term of this
10 Contract, the County may, at County's election, either:
11
12 (a) Compel return of the Retainer Fee drawn by
13 Contractor noted in Section VIII.A.1. below, up to
14 the entire S75,000; or
15
16 (b) Compel Contractor to continue to research, target,
17 write and solicit funding at no additional fee until the
18 goal amount is received by the County or, at any
19 time during this extension, County may compel
20 return of the Retainer Fee.
21
22 B. Reporting of Activities.
23
24 Contractor agrees to provide monthly written reports to the County, at
25 County's request, documenting all efforts undertaken that month, including
26 but not limited to grants targeted, actual grant applications and awards, as
27 well as other funding sources solicited and received.
28
29 C. Equipment, Supplies and Work Site.
30
31 1. - Contractor is responsible for providing equipment and supplies not
32 otherwise provided by the County. Contractor will pply all
33 necessary tools and equipment associated with the etillpletion of
34 services under this Contract. They include, but are not limited to:
35 word phocessing and spreadiieersoftware; computer, printer, paper,
36 supplies; telephone r faxmachine, typewriter, modem, floppy disks,
37 research materials, and any other instruments required. All
38 information provided by the County pertinent to completion of the
39 tasks shall be provided in both hard copy and computerized format
40 using appropriate P/C software formats (including Word for
41 Windows, Microsoft Access, Excel, or other mutually agreed upon
42 formats).
43
44 2. Contractor shall have the right and duty to exercise control and
45 supervision over the immediate job site and work area where the
8
1 Contractor's services are rendered to the extent necessary to
2 accomplish the job specifications/services set forth in this Contract.
3
4 D. Contractor's Personnel.
5
6 1. As an independent entity, Contractor is not entitled to any benefits
7 typically associated with an employee, e.g., medical, sick leave or
8 vacation benefits.
9
10 2. Any and all assistants employed by the Contractor shall be deemed
11 employees of the Contractor and not employees, agents or sub-
12 contractors of the County.
13
14 3. Any and all assistants employed by the Contractor are employed at
15 the Contractor's own expense (including taxes and insurance) and
16 the Contractor remains solely responsible for and fully liable for the
17 conduct and supervision of any assistant it employs.
18
19 4. Contractor warrants that any services performed by Contractor's
20 assistants shall fully comply with the terms of this Contract and
21 shall be the same quality of service as Contractor has customarily
22 provided to the County.
23
24 E. Other Costs and Expenses.
25
26 1. The Contractor shall be responsible for all costs and expenses
27 incident to the performance of services for the County including,
28 but not limited to: professional dues, association fees, license fees,
29 fines and penalties.
30
31 2. Other than those specified in Section VI.C. above and Section
32 VIII.B. below, the County shall not be liable for any texpenses
33 incurred by the Contractor in performing services Mr the County.
34
35 F. Audit. _ A;
36
37 Contractor shall alrow the County's Auditing Division to perform financial
38 and compliance audits as appropriate with the authority to access all
39 pertinent records and interview any of the Contractor's employees
40 throughout the term of the Contract and for a period of three years after
41 final payment to ensure a complete post-evaluation of services.
42
9
G. Miscellaneous
2
3 The Contractor has represented to the County the following facts as an
4 inducement to enter into this Contract and declares such statements to be
5 true:
6
7 1. Contractor warrants that all services performed hereunder will be
8 performed in a manner that complies with all statutes, regulations,
9 ordinances, and professional standards applicable to the services
10 provided;
11
12 2. Contractor pays, and will continue to pay, its own local, state and
13 federal taxes, including without limitation, social security taxes and
14 unemployment compensation taxes, and will file its own annual
15 and/or quarterly tax returns with the proper federal, state and local
16 authorities;
17
18 3. Contractor will provide and maintain its own workers'
19 compensation insurance, general liability insurance, automobile
20 insurance and medical malpractice insurance as may be needed;
21
22 4. Contractor maintains and will continue to maintain all applicable
23 business and professional licenses necessary to provide the services
24 contracted for;
25
26 5. Contractor maintains a business office at the address listed above;
27
28 6. Contractor will not seek employment as an employee of the County
29 during the term of the Contract;
30
31 7. Contractor has undertaken a significant investment in its busineis
32 and in the good will of its enterprise; t. 33
34 8. Nothing in this agreement is intended:tovstablish an employer-
35 -- employee relationship with-thrci4tihty.
36
37 VIII. COMPENSATION, COSTS, AND METHOD OF PAYMENT.
38
39 A. Payment Schedule.
40
41 1. A Retainer of $75,000 shall be paid to Contractor for services
42 described herein. The payment of this Retainer shall be made upon
43 execution of this Contract. Subject to meeting the "Reasonable
44 Opportunity" clause defined in Section V.F. of this Contract and in
45 the event that Contractor is not successful in attaining a minimum
46 of S1,000,000 in County approved grant funding, Contractor shall
10
1 reimburse the $75,000 Retainer to the County within thirty (30)
2 days of the end of the term of this Contract or as otherwise provided
3 for in Section XII. below, entitled "Termination of Contract."
4
5 2. For purposes of determining whether the objective of $1,000,000 in
6 funding is attained, the calculation of receiving "funding" shall
7 include multi-year awards. Said awards may be derived from any
8 and all sources pursued by Contractor and pre-approved by the
9 County under the scope of this Contract. For example, a grant
10 award of $200,000/year for a two-year period shall be considered an
11 award of $400,000 and this $400,000 shall be applied toward the
12 guarantee and incentive amounts under this Contract.
13
14 3. The Contractor shall maintain a record of time expended including
15 the activities undertaken and the actual grants solicited on behalf of
16 the County.
17
18 4. The County has the right upon reasonable advance notice of five (5)
19 days to inspect Contractor's time logs and records.
20
21 B. Costs and Expenses.
22
23 1. Contractor will draft, copy and mail all proposals and solicitations.
24
•
25 2. All copying and mailing costs associated with the solicitations will
26 be paid by the County and will be in addition to the remuneration
27 described in Section VIII.A. above. These expenses shall be billed
28 at Contractor's actual cost, including copies produced at $0.07/page,
29 faxes at $0.25/page, postage at federal postage or Federal Express
30 rates, and courier services provided by National Courier Services at
31 the billed rate.
32
33 3. The costs will be invoiced to the County on the first of each month
34 and the invoices shall be subject to the terms of a 30-day net from
35 -- the date of the invoice, - .;
36
37 4. The total payment for the costs as defined in Section
38 above shall not exceed $5,000,
39
40 5. Contractor shall be responsible for all other costs and expenses
41 associated with activities and solicitations undertaken pursuant to
42 this Contract. Such cost includes, but is not limited to, all costs of
43 equipment provided by Contractor, communication costs, all
44 professional fees, all fines, licenses, bonds or taxes required of or
45 imposed against Contractor, and any other costs of doing business.
46
11
1 6. Contractor shall retain the right to use telecommunications and
2 telecommuting tools and instruments to complete tasks under this
3 Contract. These means include, but are not limited to: electronic
4 teleconferencing, conference calls, electronic data transfer and other
5 modalities considered standard business practice.
6
7 C. Incentive Structure
8
9 1. For any funds awarded to the County which result from
10 Contractor's efforts pursuant to this Contract and which result in
11 funds to the County in excess of $1,000,000, Contractor shall
12 receive an incentive payment of all such funding awarded to the
13 County above $1,000,000 in the amount of 6% of all funding.
14
15 2. Incentive payments shall not exceed $425,000 for the duration of
16 this Contract.
17
18 3. Both County and Contractor understand and acknowledge that any
19 grant funds received by the County cannot and will not be used to
20 pay Contractor any fees or other amounts under this Contract.
21
22 4. Such incentive payment shall be due and payable within ninety days
23 of receipt of notification by the granting agency.
24
25 5. Subject to the termination provisions of Section XII below, all
26 solicited funding still pending and in excess of $1,000,000 shall be
27 subject to this incentive structure.
28
29 6. In case of termination of this Contract, no incentive payment shall
30 be due and payable unless such pending solicitation was identified
31 on a list provided to the County prior to termination or completion
32 of the term of this Contract. t,
33 *
34 IX. COUNTY OBLIGATIONS. • . .
A;
36 A. Cooperationc7 County Staff, Agents, Employees and Sub -contractors.
37
38 1. County agrees to comply with all reasonable requests of Contractor
39 and to provide access to pertinent documents necessary for
40 Contractor to provide services under this Contract.
41
42 2. Such Pertinent documents include, but are not limited to: budget
43 information, previously written proposals, background, research and
44 other source documents, demographic data, and review of proposal
45 drafts.
46
12
1 3. County understands the services offered and described in this
2 Contract are time-sensitive and the County will comply with all
3 informational requests by ensuring Contractor receives all
4 reasonable requests for information within the time period agreed
5 on terms as specified in this Contract.
6
7 B. Place of Work.
8
9 County will at no time guarantee a place of work for the completion of
10 assigned projects. However, County may provide temporary work space
11 for Contractor to conduct work associated with the gathering of pertinent
12 data for the completion of tasks under this Contract.
13
14 C. In Kind Services.
15
16 This contract does not authorize any in-kind services unless previously
17 agreed by the County and specifically listed herein.
18
19 D. Access to County Facilities.
20
21 While the Contractor retains the right to perform services at any time, any
22 services which require access to County facilities may only be performed
23 during the County's regular business hours.
24
25 X. CONTRACTOR RELATIONSHIP.
26
27 A. The Contractor's relationship to the County is that of an Independent
28 Contractor. This Contract shall not cause the County to be liable for, or
29 Contractor to accrue, benefits such as, but not limited to: Workers'
30 Compensation, retirement, pension, vacation pay, sick pay, merit increases,
31 annual leave days, promotion, disability pay, insurance of any kind, or any
32 other rights or liabilities arising out of a contract of hire or ectiployer-
33 employee relationship. •
34 . •-
35 1. --- All actiof Contractor, its agittTcaficers, sub-contractors and
36 employees and all others acting on behalf of Contractor relating to
37 the performance of this Contract, shall be performed as independent
38 contractors and not as agents, officers, sub-contractors or employees
39 of the County. Contractor, by virtue of this Contract, has no
40 authority to bind or incur any obligation on behalf of the County,
41 save and except to research, target and solicit funding for the
42 County. Contractor has no authority or responsibility to exercise
43 any rights or power vested in the County. It is understood by both
44 the County and Contractor that this Contract shall not under any
45 circumstances be construed or considered to create an employer-
46 employee relationship or joint venture.
13
1
2 2. Contractor, its agents, officers, sub-contractors and employees shall,
3 at all times during the terms of this Contract, represent and conduct
4 themselves as independent contractors and not as employees of the
5 County.
6
7 3. Contractor shall determine the method, details and means of
8 performing the work and services to be provided by Contractor
9 under this Contract. Contractor shall be responsible to County only
10 for the requirements and results specified in this Contract, and,
11 except as expressly provided in this Contract, shall not be subjected
12 to the County's control with respect to the action or activities of
13 Contractor in fulfillment of this Contract. Contractor has control
14 over the manner and means of performing services under this
15 Contract.
16
17 4. As an independent contractor, Contractor hereby indemnifies and
18 holds County harmless from any and all claims that may be made
19 against County based on any contention by third party that an
20 employer-employee relationship exists by reason of this Contract.
21
22 XI. CONTRACT TERM.
23
24 The term of the Contract begins February 24, 1999, and unless otherwise
25 terminated earlier, or amended, ends at 11:59:59 P.M. on the "Contract Expiration
26 Date," shown on the first page of this Contract (February 23, 2001), at which time
27 this Contract expires without any further act or notice of either Party being
28 required.
29
30 XII. TERMINATION OF CONTRACT.
31
32 A. Termination by County.
33 •
34 1. Should Contractor default in providing services under this contract
35 --- or matzially breach any of itOttiviiions, the County, at its option,
36 may terminate this Contract upon ten (10) days written notice to
37 Contractor.
38
39 2. Contractor shall have the right and opportunity to cure any such
40 material breach within the ten (10) day period.
41
42 3. In the event of termination by default caused by Contractor, the
43 $75,000 Retainer shall be returned to the County within ten (10)
44 days of termination by default of this Contract.
45
14
1 4. Incentive payments shall be paid on County-approved Applications
2 that have already ben submitted by Contractor to a granting agency
3 with the following stipulation: Contractor must be able to prove no
4 default is related in any way to said pending application. Burden of
5 proof is entirely upon the Contractor. The County reserves the sole
6 and exclusive right to determine whether or not proof submitted by
7 Contractor is sufficient to justify payment of said incentive.
8
9 B. Termination by Contractor.
10
11 1. Should County, its staff, employees, agents and/or representatives
12 default in the performance of this contract or materially breach any
13 of its provisions, Contractor, at its option, may terminate this
14 Contract by giving ten (10) days written notice to County.
15
16 2. County shall have the right and opportunity to cure any such
17 material breach within the ten (10) day period.
18
19 C. Termination for Convenience.
20
21 1. Both parties agree that either party may terminate this Contract
22 without good cause by providing written fifteen (15) days' notice to
23 the other party.
24
25 2. In the case of any termination, under this provision, either Section
26 (i) or Section (ii) below shall apply.
27
28 (i) Termination for Convenience prior to submission of a
29 County approved Grant Application. In the event this
30 Contract is terminated prior to Contractor's submission of a
31 County-approved grant application to a granting agency;
32 Contractor shall surrender and return the ful1E5,000
33 Retainer fee to the County within ten (10) dlys of Contract
34 termination. County agrees to pay Contractor within ten
35 (10) days of Contracl Miaiiation, all fees, costs and
36 expenses incurred from the point of execution to the date of
37 termination at a cap not to exceed $75,000. The calculation
38 of fees shall be extended at a rate of $120/hour of work
39 documented by Contractor.
40
41 (ii) Termination for Convenience after submission of Grant
42 Application. In the event termination occurs on or after the
43 date of submission of a County-approved grant application,
44 all terms and conditions regarding Contractor's
45 compensation as defined herein shall be applicable.
46
15
1 D. Miscellaneous.
2
3 1. Both parties agree that pending applications which require
4 substantial modifications or changes by the County shall preclude
5 any awards being subjected to the terms and conditions of this
6 Contract.
7
8 2. Both parties agree and understand that "substantial modifications or
9 changes" must be requested by the funding source. The required
10 modification response must be in excess of five (5) typewritten
11 pages.
12
13 XIII. GENERAL PROVISIONS.
14
15 A. Governing Laws.
16
17 This Contract shall be governed by the laws of the State of Michigan.
18
19 B. Severability.
20
21 If any provision of this contract is held by a court of competent jurisdiction
22 to be invalid, void or unenforceable, the remaining provisions will
23 nevertheless continue in full force without being impaired or invalidated in
24 any way.
25
26 C. Waiver.
27
28 The waiver by any party to this Contract of a breach of any provision in this
29 Contract shall be in writing and shall not operate or be construed as a
30 waiver of any other provision or subsequent breach of this Contract unless
31 specified in writing.
32
•
33 D. Exclusivity. • ,
34
35
.
1. Contraitor retains the rightto e services for other during the
36 term onhis Contract and is not required to devote services
37 exclusively for the County.
38
39 2. County agrees not to use other outside contractors or consultants to
40 research, target and write grant or related funding applications for
41 the previously specified priority programs during the term of this
42 Contract.
43
44 3. County retains the right to use County staff to write grant proposals
45 and pursue funding sources that County staff researched, targeted or
46 solicited independent of this Contract.
16
2 4. Where County claims to have researched, targeted or solicited
3 funding sources, independent of Contractor's efforts pursuant to this
4 Contract, County accepts the burden to prove and agrees to provide
5 proof to the satisfaction of Contractor that sources identified in the
6 Contractor Federal Grants Alerts sent to the County by Contractor
7 are sources County claims to have researched and identified
8 independent of the Contractor Alert.
9
10 E. Headings Not Controlling.
11
12 Headings used in this Contract are for reference purposes only and shall not
13 be considered in construing this Contract.
14
15 F. Indemnification.
16
17 The Contractor shall indemnify and hold the County harmless from any and
18 all actions, liabilities, claims, loss and damage (including costs of litigation
19 and actual attorney fees) alleged to have been caused by, or to have arisen,
20 directly or indirectly, from the acts, performances, negligence, malpractice,
21 errors or omissions of the Contractor or the Contractor's assistants,
22 employees or agents, including without limitation, all claims relating to
23 injury or death of any person or damages to any party.
24
25 G. Non-Discrimination.
26
27 1. In connection with the performance of work under this Contract, the
28 Contractor agrees not to discriminate against any employee or
29 applicant for employment because of sex, race, religion, color,
30 national origin, or handicap.
31
32 2. The aforesaid provision shall include, but not be limited to the
33 following: recruitment or recruitment advertising; efhployment,
34 upgrading, demotion or transfer; layoff and selection for training,
35 -- including apprenticeship, in:agcridiuice with rules and regulations
36 promutated by the.Federal (Compliance Responsibility for Equal
37 Employment Opportunity -- Chapter 60, 60-1, 4, No. 1-7) and State
38 (Standards and Procedures for Executive Directive 1975-6, Section
39 II-C, IV-C, and V-A&B) agencies and related Federal and State
40 laws and regulations.
41
42 H. Recommendations.
43
44 Both parties understand that Contractor may recommend vendors,
45 methodologies and other related areas during the course of this Contract.
46 Both parties understand and agree that these recommendations are based
17
solely on the knowledge obtained through Contractor experiences. In no
2 way shall these recommendations be considered as influential or having
3 decision-making authority. The County accepts full responsibility for
4 acceptance or rejection of recommendations through the grant seeking and
5 award process.
6
7 I. Conflict of Interest.
8
9 1. Pursuant to the provisions of Public Act 317 of 1968, as amended
10 (MCL 15.321, et. Seq.), no contracts shall be entered into between
11 the County, including all agencies and departments thereof, and any
12 employee or officer of the County. To avoid any real or perceived
13 conflict of interest, the Contractor shall identify any relative or
14 relative of the Contractor's employees or subcontractor who are
15 presently employed by the County.
16
17 2. Contractor warrants that it presently has no interest and shall not
18 acquire any interest which would conflict with performance or
19 services as defined in this Contract. Contractor further warrants
20 that, in performance of this Contract, Contractor shall not employ
21 any person having such an interest.
22
23 3. No member, official or employee of the County shall be personally
24 liable to the Contractor, or any successor in interest, in the event of
25 any default or breach by the County, or for any amount which may
26 become due to the Contractor or successor or for any obligations
27 under terms of this Contract.
28
29 4. The Contractor warrants that it has not paid or given, and will not
30 pay or give, any third person any money or other consideration for
31 obtaining this Contract.
32
33 5. No member, official, or employee of the County shithave any
34 personal interest, direct or indirect, in this Contract, nor shall any
35 -- member, official, or employ4-parikipate in any decision relating to
36 the Cottract which affects their personal interests, the interests of
37 this corporation, partnership or association in which they are
38 directly or indirectly interested.
39
40 6. Nothing contained in this provision limits or is intended to limit in
41 any way the Contractor's right to offer and provide its services to
42 the general public or other business entities, municipalities or
43 governmental agencies, during or after the term of this Contract, or
44 from working for more than one firm, entity or agency during the
45 term of this Contract.
46
18
• • •
1 J. Assignment.
2
3 Neither this Contract nor any portion thereof may be sub-contracted or
4 assigned without the express prior written consent of the County. County
5 understands and agrees that Contractor uses and has maintained
6 relationships with sub-contractors who perform research and writing
7 services. With the Contractor serving as an independent contractor, the
8 County in no way intends to mandate the manner in which Contractor
9 achieves the goals and outcomes set forth under this Contract.
to
11 K. Legal Proceedings/Dispute Resolution.
12
13 1. Disputes regarding the interpretation or application of any
14 provisions of this Contract shall, to the extent reasonably feasible,
15 be resolved through good faith negotiations and between the parties.
16
17 2. If any action at law or in equity is brought to enforce or interpret
18 any provisions of this Contract, the prevailing party in such action
19 shall be entitled to reasonable attorneys' fees, costs and necessary
20 disbursements, in addition to such other relief as may be sought and
21 awarded.
22
23 L. Government Documents.
24
25 1. Contractor agrees to file all necessary governmental documents,
26 including appropriate tax returns, reflecting its income status as an
27 independent contractor for services rendered to the County under
28 this Contract.
29
30 2. Should any governmental agency audit the files of either party and
31 request information on the Contractor or the County, Contractoi and
32 County agree to immediately furnish the requesting tarty with any
33 records, including tax returns, relating to the services rendered
34 under this Contract. • ., •
35
36 M. Materials. alk
37
38 1. All reports, drawings, designs, graphics and other incidental work
39 or materials furnished hereunder shall become and remain the
40 property of the County, and may be used by the County without any
41 additional cost to the County.
42
43 2. If, as part of this Contract, Contractor is required to produce data
44 such as, but not limited to, drawings, plans, diagrams,
45 specifications, calculations, models, flow diagrams, visual aids, and
19
other related materials, the originals of all such materials generated
2 under this Contract shall be delivered to the County.
3
4 3. Contractor will return all copies of materials borrowed or produced
5 under terms of this Contract. Contractor understands that all
6 materials, data or information obtained from the County in the
7 performance of this Contract shall at all times remain the property
8 of the County.
9
10 4. Contractor agrees that all materials, data and information produced
11 or used in the execution of services associated with this Contract
12 may be reproduced or used outside this Contract, for any reason,
13 without prior written consent of the County.
14
15 N. Insurance
16
17 1. Contractor shall provide, at its own expense, and maintain at all
18 times, the following insurance with companies licensed in the State
19 of California, and shall furnish County with original certificates and
20 amendatory endorsements effecting coverage.
21
22 2. Workers' Compensation
23
24 a. Workers' Compensation coverage shall be maintained as
25 required by law, including employer's liability limits of at
26 least $1,000,000 per occurrence.
27
28 b. The Workers' Compensation insurer shall agree to waiver
29 all rights of subrogation against the County, its agents,
30 officers, employees and volunteers for losses arising from
31 work performed by Contractor for County.
32 . t' •4 33 3. Professional Liability Insurance e
34 ,
35 — a. Contractor shall, duritiAli.wierm of this Contract and at no
36 expense to County, maintain professional liability insurance
37 (errors and omissions) in an amount not less than
38 $1,000,000 for any damages which may arise, directly or
39 indirectly, out of any errors and omissions committed by
40 Contractor in its performance of this Contract.
41
42 4. Comprehensive General Liability Insurance
43
44 a. Insurance with a minimum limit per occurrence of
45 $1,000,000 for bodily injury and $100,000 for property
46 damage or $2,000,000 combined single limit.
20
• r
1 b. This insurance shall indicate on the certificate of insurance
2 the following coverages and indicate policy aggregate limit
3 applying to: premise and operations, broad form contractual,
4 independent contractors and sub-contractors, products and
5 completed operations, and/or professional liability.
6
7 5. Automobile Liability Insurance
8
9 a. Contractor shall procure and maintain, at its cost and for the
to duration of the Contract, motor vehicle liability insurance
11 (including non-owned and hired motor vehicles) and excess
12 liability insurance against all claims for injuries against
13 person or damages to property which may arise from or in
14 connection with the operation of motor vehicles by
15 Contractor, Contractor's agents, representatives, employees
16 or sub-contractors in the course and scope of providing
17 services to the County. Liability insurance shall minimally
18 provide coverage in amounts up to $75,000 property
19 damage, $100,000 personal injury per person, and $300,000
20 personal injury per incident. The County, its officers, agents
21 and employees, shall be named as additionally insured by
22 endorsement on the policy.
23
24 b. Contractor shall defend, indemnify and hold harmless the
25 County of Oakland and its officers, officials, employees and
26 agents from and against all losses, claims, demands,
27 payments, suits, actions, recoveries and judgments of every
28 nature and description brought or recoverable against it or
29 them by reason of any negligent or wilful act, error or
30 omission related to or arising from the use by Contractor, its
31 agents or employees during the term of this Contract of in
32 automobile while on business related to this Contract.
33
34 0. Entire Contract. ••
35 -
36 1. This &intact sets forth the entire Contract and agreement between
37 the Parties concerning the subject matter hereof.
38
39 2. In entering into this Contract, the Contractor acknowledges that it
40 has not relied upon any prior or contemporaneous agreement,
41 representation, warranty, or other statement by the County and/or
42 any County Agent that is not expressly set forth in this Contract,
43 and that any and all such possible, perceived or prior agreements,
44 representations, understandings, statements, negotiations and
45 undertakings, whether written or oral, in any way concerning or
21
J 4 I •t
1 related to the subject matter hereof are fully and completely
2 superseded by this Contract.
3
4 3. It is further agreed that the terms and conditions herein are
5 contractual and binding and are not a mere recital and that there are
6 no other agreements, understandings, contracts or representations
7 between the Contractor and either the County, and/or any County
8 Agent, in any way related to the subject matter hereof which affect
9 any contractual relationship between the Parties except as expressly
10 stated herein.
11
12 4. This Contract contains all the covenants and agreements between
13 the Parties and any modification of the Contract will be effective
14 only if it is in writing and signed by both the Parties.
15
16 5. Except as otherwise expressly provided for in this Contract, the
17 Parties are under no obligation to renew or extend this Contract
18 after Contract Expiration Date. •
19
20 6. Contract Authorization: This Contract is signed by an authorized
21 agent of the Oakland County Purchasing Division, as provided for
22 on the signature page of this Contract, who shall be the final
23 signatory to this Contract and/or any amendment thereto.
24
7. 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.
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27
28
29
30
31
32
33
34
_
22
Sr
k• •n;
1
2 XIII. Signatures:
3
4 FOR OAKLAND COUNTY
5 By:
FOR THE CONTRACTOR
GGW&C, INC.
By:
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6
7 Oakland County Purchasing Division John A. Griffin, President
8
9
10
11 Signature Signa
12
13
14
15 Date of Execution Date of Execution
Contract Administrator
By: Robert J. Daddow
Date of Execution
I
Resolution #99029 February 25, 1999
Moved by Jensen supported by Causey-Mitchell the resolution be adopted.
AYES: Causey-Mitchell, Colasanti, Coleman, Devine, Dingeldey, Galloway,
Garfield, Gregory, Jensen, McPherson, Melton, Millard, Moffitt, Obrecht,
Patterson, Schmid, Sever, Suarez, Taub, Amos, Appel. (21)
NAYS: None. (0)
A sufficient majority having voted therefor, the resolution 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 February 25, 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 25th day 4 February, 1999.
G. William Caddell, County Clerk