Loading...
HomeMy WebLinkAboutResolutions - 2003.03.06 - 27222REPORT 103049 March 6, 2003 BY: Finance Committee, Chuck Moss, Chairperson IN RE: BOARD OF COMMISSIONERS - AWARD OF PROFESSIONAL SERVICES CONTRACT FOR GOVERNMENT RELATIONS CONSULTING FIRM TO STRATEGIC PUBLIC AFFAIRS, LLC To: The Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: The Finance Committee, recommends, having reviewed the above- referenced resolution, reports that sufficient funds are available in the FY 2003 Board of Commissioners' budget. No additional appropriation is required. Chairperson, on behalf of the Finance Committee, I move acceptance of the foregoing report. c-4 FINANCE COMMITTEE Motion carried on a roll call vote with Zack, Suarez and Gregory voting no. MISCELLANEOUS RESOLUTION #03049 March 6, 2003 BY: General Government Committee, William R. Patterson, Chairperson IN RE: BOARD OF COMMISSIONERS - AWARD OF PROFESSIONAL SERVICES CONTRACT FOR GOVERNMENT RELATIONS CONSULTING FIRM TO STRATEGIC PUBLIC AFFAIRS, LLC To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS issues arise before the Governor and the State legislature which have significant impact to local units of government within the State of Michigan; and WHEREAS over the past several years, several such issues have been debated at the state level which have far reaching consequences for the citizens of Oakland County; and WHEREAS County Commissioners need an increased ability to present their views on vital issues impacting Oakland County residents, providing a more intensive coordinated and focused legislative consulting effort has been necessary to sufficiently inform government officials at the State of the concerns of the Board of Commissioners regarding proposed laws, statutes, public acts, regulations, and executive and administrative orders; and WHEREAS the Board of Commissioners has had a contract with a multi-client government relations consulting firm since 1995 to represent the interests of the Board before the Governor and the State Legislature; and WHEREAS the Board of Commissioners is currently without the services of a government relations consulting firm; and WHEREAS the Board of Commissioners per Miscellaneous Resolution #03014 established a study group to interview applicants and make a recommendation to the General Government Committee; and WHEREAS Miscellaneous Resolution #03014 also states the General Government Committee will make one (1) recommendation to the Board of Commissioners. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners authorizes an award of a contract to the firm of Strategic Public Affairs, LLC of Novi, Michigan, for the purpose of actively representing the interests of Oakland County as determined by the Board of Commissioners on those issues before the Governor and the State Legislature, including, but not limited to, proposed laws, statutes, public acts, regulations, and executive and administrative orders, that the Board deems appropriate. BE IT FURTHER RESOLVED that this contract shall be for an amount not to exceed $48,000.00 annually, to be paid in equal monthly amounts of $4,000.00, and that this contract shall terminate on December 31, 2004, unless otherwise agreed to by the parties. BE IT FURTHER RESOLVED that the Chairperson of the Board of Commissioners be authorized to execute the above-referenced professional services contract on behalf of the Board of Commissioners. Chairperson, on behalf of the General Government Committee, I move the adoption of the foregoing resolution. GENERAL GOVERNMENT COMMITTEE General Government Committee Vote: Motion carried on a roll call vote with Coulter and Hatchett voting no. L. BROOKS .PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION OAKLANL COUNTY MICHIGAN OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET PURCHASING DIVISION PROFESSIONAL SERVICE CONTRACT NUMBER: Contract Expiration Date: Contract - NOT TO EXCEED AMOUNT $ NOTE: ALL PSCS MUST SPECIFY THE MAXIMUM AMOUNT WHICH CANNOT BE EXCEEDED WITHOUT FURTHER AUTHORIZATION. This "Contract" is made between the COUNTY OF OAKLAND, a Michigan Constitutional Corporation, hereinafter called "County", and the "Contractor" as further described in the following Table. In this Contract, either Contractor or the County may also be referred to individually as a "Party" or jointly as the "Parties". COUNTY OF OAKLAND 1200 N. Telegraph Road Pontiac, MI 48341-0047 (herein, the "County") COMPANY NAME Michigan Corporate I. D. No. Address 1 Address 2 (herein the "Contractor") This Contract is organized and divided into the following "Section" or "Sections" for the convenience of the Parties. SECTION 1. CONTRACT DOCUMENTS AND DEFINITIONS SECTION 2. CONTRACT EFFECTIVE DATE AND TERMINATION SECTION 3. SCOPE OF CONTRACTOR'S SERVICES SECTION 4. COUNTY PAYMENT OBLIGATION FOR CONTRACTOR'S SERVICES OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION-PROFESSIONAL SERVICES CONTRACT NUMBER Page 1 L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION COUNTY MICHIGAN §1 . SECTION 5. CONTRACTOR ASSURANCES AND WARRANTIES SECTION 6. CONTRACTOR PROVIDED INSURANCE AND INDEMNIFICATION SECTION 7. GENERAL TERMS AND CONDITIONS In consideration of the mutual promises, obligations, representations, and assurances in this Contract, the Parties agree to the following: CONTRACT DOCUMENTS AND DEFINITIONS The following words and expressions when printed with the first letter capitalized as shown herein, whether used in the singular or plural, possessive or non-possessive, and/or either within or without quotation marks, shall be defined and interpreted as follows: 1.1. "Contractor Employee" means without limitation, any employees, officers, directors, members, managers, trustees, volunteers, attorneys, and representatives of Contractor, and also includes any Contractor licensees, concessionaires, contractors, subcontractors, independent contractors, contractor's suppliers, subsidiaries, joint ventures or partners, and/or any such persons, successors or predecessors, employees, (whether such persons act or acted in their personal, representative or official capacities), and/or any and all persons acting by, through, under, or in concert with any of the above. "Contractor Employee" shall also include any person who was a Contractor Employee at anytime during the term of this contract but, for any reason, is no longer employed, appointed, or elected in that capacity. 1.2. "Claims" means any alleged losses, claims, complaints, demands for relief or damages, suits, causes of action, proceedings, judgements, deficiencies, liability, penalties, litigation, costs, and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation expenses, litigation expenses, amounts paid in settlement, and/or other amounts or liabilities of any kind which are imposed on, incurred by, or asserted against the county, or for which the county may become legally and/or contractually obligated to pay or defend against, whether direct, indirect or consequential, whether based upon any alleged violation of the federal or the state constitution, any federal or state statute, rule, regulation, or any alleged violation of federal or state common law, whether any such claims are brought in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 1.3. "County" means the County of Oakland, a Municipal and Constitutional Corporation, its departments, divisions, authorities, boards, committees, and "County Agent" as defined below. 1.4. "County Agent" means all elected and appointed officials, directors, board members, council members, commissioners, employees, volunteers, representatives, and/or any such persons' successors (whether such person act or acted in their personal representative or official capacities), and/or any persons acting by, through, under, or in OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION-PROFESSIONAL SERVICES CONTRACT NUMBER Page 2 111P0A1EICLA044D At.-- COUNTY MICHIGAN • L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION - ,nnn••Will concert with any of them. "County Agent" shall also include any person who was a "County Agent" anytime during the term of this Contract but, for any reason, is no longer employed, appointed, or elected and serving as an Agent. 1.5. "Day" means any calendar day, which shall begin at 12:00:01 a.m. and end at 11:59:59 p.m. 1.6. "Contract Documents" This Contract includes and fully incorporates herein all of the following documents: 1.6.1. Exhibit I: Scope of Contractor's Services 1.6.2. Exhibit II: Contractor Insurance Requirements. §2. CONTRACT EFFECTIVE DATE AND TERMINATION 2.1. The effective date of this Contract shall be , and unless otherwise terminated or canceled as provided below, it shall end at 11:59:59 p.m. on the "Contract Expiration Date" shown on the first page of this Contract, at which time this Contract expires without any further act or notice of either Party being required. The Parties are under no obligation to renew or extend this Contract after Contract Expiration Date. Notwithstanding the above, under no circumstances shall this Contract be effective and binding and no payments to the Contractor shall be due or owing for any Contractor services until and unless: 2.1.1. This Contract is signed by a Contractor Employee, legally authorized to bind the Contractor. 2.1.2. Any and all Contractor Certificates of Insurance, and any other conditions precedent to the Contract have been submitted and accepted by the County. 2.1.3. This Contract is signed by an authorized agent of the Oakland County Purchasing Division, as provided for on the signature page of this Contract, who shall be the final signatory to this Contract. 2.2. The County may terminate and/or cancel this Contract (or any part thereof) at any time during the term, any renewal, or any extension of this Contract, upon ninety (90) days written notice to the Contractor, for any reason, including convenience without incurring obligation or penalty of any kind. Notwithstanding the above, if the County is being reimbursed for any cost or expenses incurred under this Contract by any third party, including any Federal, State or local governmental agency, and any such third party funding is terminated, the County may terminate, end or cancel this Contract immediately upon written notice to the Contractor. The effective date for termination or cancellation shall be clearly stated in the written notice. 2.3. The County's sole obligation in the event of termination is for payment for actual services rendered by the Contractor before the effective date of termination. Under no OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION-PROFESSIONAL SERVICES CONTRACT NUMBER Page 3 COAKLAND7 COUNTY MICHIGAN L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION circumstances shall the County be liable for any future loss of income, profits, any consequential damages or any loss of business opportunities, revenues, or any other economic benefit Contractor may have realized but for the termination and/or cancellation of this Contract. The County shall not be obligated to pay Contractor any cancellation or termination fee if this Contract is cancelled or terminated as provided herein. 2.4. Contractor may terminate and/or cancel this Contract (or any part thereof) at anytime upon one hundred and eighty days (180) days written notice to the County, if the County defaults in any obligation contained herein, and within the one hundred and eighty days (180) notice period the County has failed or has not attempted to cure any such default. The effective date of termination and/or cancellation and the specific alleged default shall be clearly stated in the written notice. §3. SCOPE OF CONTRACTOR'S SERVICES 3.1. The Contractor shall perform all services identified and itemized in Exhibit I: "Scope of Contractor's Services" which is attached hereto and incorporated and made part of this Contract. (3.1) EXHIBIT I IS TO BE NEGOTIATED BETWEEN THE PROSPECTIVE CONTRACTOR AND THE COUNTY AFTER RECEIPT AND REVIEW OF ALL PROPOSALS. §4. COUNTY PAYMENT OBLIGATIONS FOR CONTRACTOR'S SERVICES 4.1. Except as otherwise expressly provided for in this Contract, the County's sole financial obligation to the Contractor for any Contractor services under this Contract shall be: NOTE: THIS SECTION IS TO BE NEGOTIATED AFTER REVIEW OF CONTRACTOR'S PROPOSAL. ALL PSCS MUST SPECIFY THE AMOUNT AND RATES TO BE CHARGED. 4.1.1. In no event, shall the County's amount due and owing the Contractor for any and all services rendered exceed the amount identified as the "NOT TO EXCEED AMOUNT" on the first page of this Contract. In the event the Contractor can reasonably foresee the total billings for its services will exceed this "NOT TO EXCEED AMOUNT, "the Contractor shall provide the County with notice of this contingency at least 15 Days before this event. 4.1.2. No more than once a month, the Contractor shall submit an invoice to the County which shall itemize all amounts due and/or owing by the County under this Contract, as the date of the invoice. The invoices shall be submitted in the form requested by the County. The County shall have no obligation to make payment until a proper invoice of service is submitted. The County reserves the right to make partial payments on account of the amount due the Contractor as the work progresses. OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION-PROFESSIONAL SERVICES CONTRACT NUMBER Page 4 IrOAKIANDE-7 OAKLAND COUNTY _ COUNTY MICHIGAN PURCHASING DIVISION 4.2. Under no circumstances shall the County be responsible for any cost, fee, fine, penalty, or direct, indirect, special, incidental or consequential damages incurred or suffered by Contractor in connection with or resulting from the Contractor's providing any services under this Contract. 4.3. The County has the right to offset any amounts due and owing to the Contractor should the County incur any cost associated with this Contract that are the obligations of Contractor under this Contract. 4.4. This Contract does not authorize any in-kind services by either Party, unless expressly provided herein. NOTE: PSCS SHOULD CLEARLY INDICATE ANY IN-KIND SERVICES THAT MAY BE NECESSARY TO THE SUCCESSFUL COMPLETION OF THE CONTRACT. §5. CONTRACTOR'S ASSURANCES AND WARRANTIES 5.1. Service Warranty. Contractor warrants that all services performed hereunder will be performed in a manner that complies with all applicable laws, statutes, regulations, ordinances, and professional standards. 5.2. Business and Professional Licenses. The Contractor will obtain and maintain at all times during the term of this Contract all applicable business and professional licenses necessary to provide the contracted services. 5.3. Equipment and Supplies. The Contractor is responsible for providing equipment and supplies not expressly required to be provided by the County herein. 5.4. Taxes. The Contractor shall pay, its own local, state and federal taxes, including without limitation, social security taxes, and unemployment compensation taxes. The County shall not be liable to or required to reimburse the Contractor for any federal, state and local taxes or fees of any kind. 5.5. Contractor's Incidental Expenses. Except as otherwise expressly provided in this Contract, the Contractor shall be solely responsible and liable for all costs and expenses incident to the performance of all services for the County including, but not limited to, any professional dues, association fees, license fees, fines, taxes, and penalties. 5.6. Contractor Employees. 5.6.1. Contractor shall employ and assign qualified Contractor Employees as necessary and appropriate to provide the services under this Contract. Contractor shall ensure all Contractor Employees have all the necessary knowledge, skill, and qualifications necessary to perform the required services and possess any necessary licenses, permits, certificates, and governmental authorizations as may required by law. 5.6.2. Contractor shall solely control, direct, and supervise all Contractor Employees with respect to all Contractor obligations under this Contract. Contractor will be OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION-PROFESSIONAL SERVICES CONTRACT NUMBER L. BROOKS PATTERSON-COUNTY EXECUTIVE Page 5 OAKLANDF is COUNTY MICHIGAN L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION solely responsible for and fully liable for the conduct and supervision of any Contractor Employee 5.6.3. All Contractor Employees shall wear and display appropriate county-provided identification at all times while working on County premises. 5.6.4. All Contractor Employees assigned to work under this Contract may, at the County's discretion, be subject to a security check and clearance by the County. 5.7. Contractor Employee-Related Expenses. All Contractor Employees shall be employed at the Contractor's sole expense (including employment-related taxes and insurance) and the Contractor warrants that all Contractor Employees shall fully comply with and adheres to all of the terms of this Contract. Contractor shall be solely and completely liable for any and all applicable Contractor Employee's federal, state, or local payment withholdings or contributions and/or any and all Contractor Employee related pension or welfare benefits plan contribution under federal or state law. Contractor shall indemnify and hold the County harmless for all Claims against the County by any Contractor Employee, arising out of any contract for hire or employer-employee relationship between the Contractor and any Contractor Employee, including, but not limited to, Worker's Compensation, disability pay or other insurance of any kind. 5.8. Full Knowledge of Service Expectations and Attendant Circumstances. Contractor warrants that before submitting its Proposal and/or entering into this Contract, it had a full opportunity to review the proposed services, and review all County requirements and/or expectations under this Contract. The Contractor is responsible for being adequately and properly prepared to execute this Contract. Contractor has satisfied itself in all material respects that it will be able to perform all obligations under the Contract as specified herein. 5.9. The Contractor's Relationship To The County Is That Of An Independent Contractor. Nothing in this Contract is intended to establish an employer-employee relationship between the County and either the Contractor or any Contractor Employee. All Contractor Employees assigned to provide services under this Contract by the Contractor shall, in all cases, be deemed employees of the Contractor and not employees, agents or sub-contractors of the County. §6. CONTRACTOR PROVIDED INSURANCE AND INDEMNIFICATION NOTE: CONTRACTOR INSURANCE REQUIREMENTS WILL VARY DEPENDING UPON THE NATURE AND SCOPE OF THE CONTRACT. THE ATTACHED EXHIBIT H IS MEANT TO BE A REPRESENTATIVE EXAMPLE ONLY. SOME CONTRACTS MAY ALSO REQUIRE PROFESSIONAL LIABILITY INSURANCE. 6.1. Indemnification. OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION-PROFESSIONAL SERVICES CONTRACT NUMBER Page 6 OAKLAND; COUNTY MICHIGAN L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION 6.1.1. Contractor shall indemnify and hold the County harmless from any and all Claims which are incurred by or asserted against the County by any person or entity, alleged to have been caused or found to arise, from the acts, performances, errors, or omissions of Contractor or Contractor's Employees, including, without limitation, all Claims relating to injury or death of any person or damage to any property. 6.1.2. The indemnification rights contained in this Contract are in excess and over and above any valid and collectible insurance rights/policies. During the term of this Contract, if the validity or collectability of the Contractor's insurance is disputed by the insurance company, the Contractor shall indemnify the County for all claims asserted against the County and if the insurance company prevails, the Contractor shall indemnify the County for uncollectable accounts. 6.1.3. Contractor shall have no rights against the County for any indemnification (e.g., contractual, equitable, or by implication), contribution, subrogation, and/or any other right to be reimbursed by the County except as expressly provided herein. 6.1.4. Contractor waives and releases all actions, liabilities, loss and damage including any subrogated rights it may have against the County based upon any Claim brought against the County suffered by a Contractor Employee. 6.2. Contractor Provided Insurance. 6.2.1. At all times during this Contract, Contractor shall obtain and maintain insurance according to the specifications indicated in Exhibit II. §7. GENERAL TERMS AND CONDITIONS 7.1. Access To County Facilities. While the Contractor retains the right to perform services at any time, the Contractor must obtain prior permission by the County for access to County facilities after the County's regular business hours. 7.2. Cumulative Remedies. A Party's exercise of any remedy shall not preclude the exercise of any other remedies, all of which shall be cumulative. A Party shall have the right, in its sole discretion, to determine which remedies are to be exercised and in which order. 7.3. Survival of Terms and Conditions. The following terms and conditions shall survive and continue in full force beyond the termination and/or cancellation of this Contract (or any part thereof) until the terms and conditions are fully satisfied or expire by their very nature: "CONTRACTOR'S ASSURANCES AND WARRANTIES"; "CONTRACTOR PROVIDED INSURANCE AND INDEMNIFICATION"; "Damage Clean Up To County Property and/or Premises"; "Audit"; OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION-PROFESSIONAL SERVICES CONTRACT NUMBER Page 7 oi,j(i4v4441:0 -- COUNTY MICHIGAN L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION "Severability"; "Governing Law/Consent To Jurisdiction And Venue"; and "Survival of Terms And Conditions". 7.4. County Right to Suspend Services. Upon written notice, the County may suspend performance of this Contract if Contractor has failed to comply with Federal, State, or Local laws, or any requirements contained in this Contract. The right to suspend services is in addition to the County's right to terminate and/or cancel this Contract. The County shall incur no penalty, expense, or liability to Contractor if the County suspends services under this Section. 7.5. No Third Party Beneficiaries. Except as provided for the benefit of the Parties, this Contract does not and is not intended to create any obligation, duty, promise, contractual right or benefit, right to be indemnified, right to be subrogated to the Parties' rights in this Contract, and/or any other right, in favor of any other person or entity. 7.6. Compliance with Laws. Contractor shall comply with all federal, state, and local laws, statutes, ordinances, regulations, insurance policy requirements, and requirements applicable to its activities under this Contract. 7.7. Permits and Licenses. Contractor shall be responsible for obtaining and maintaining throughout the term of this Contract all licenses, permits, certificates, and governmental authorizations necessary to perform all of its obligations under this Contract and to conduct business under this Contract. Upon request by the County, Contractor shall furnish copies of any permit, license, certificate or governmental authorizations necessary to provide services under this Contract. 7.8. Discrimination. Contractor shall not discriminate against any employee or applicant for employment because of sex, race, religion, color, national origin, or handicap in violation of State and Federal law. 7.8.1. Contractor shall promptly notify the County of any complaint or charge filed and/or determination by any Court or administrative agency of illegal discrimination by Contractor. 7.8.2. The County, in its discretion, may consider any illegal discrimination described above as a breach of this Contract and may terminate or cancel this Contract immediately with notice. 7.9. Reservation of Rights. This Contract does not, and is not intended to impair, divest, delegate, or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or immunity of the County. 7.10. Force Majeure. Notwithstanding any other term or provision of this Contract, neither Party shall be liable to the other for any failure of performance hereunder if such failure is due to any cause beyond the reasonable control of that Party and that Party cannot reasonably accommodate or mitigate the effects of any such cause. Such cause shall OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHAS1NG DIVISION-PROFESSIONAL SERVICES CONTRACT NUMBER Page 8 L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION COUNTY MICHIGAN include, without limitation, acts of God, fire, explosion, vandalism, any law, order, regulation, direction, action, or request of the United States government or of any other government, national emergencies, insurrections, riots, wars, strikes, lockouts, work stoppages, or other labor difficulties. Reasonable notice shall be given to the affected Party of any such event. The Contractor is expected, through insurance or alternative temporary or emergency service arrangements, to continue its obligations under this contract in the event of a reasonably anticipated, insurable business risk such as business interruption and/or any insurable casualty or loss. 7.11. Conflict of Interest. Pursuant to Public Act 317 and 318 of 1968, as amended (MCL 15.321, et seq.), no contracts shall be entered into between the County, including all agencies and departments thereof, and any County Agent. To avoid any real or perceived conflict of interest, Contractor shall identify any Contractor Employee or relative of Contractor's Employees who are presently employed by the County. Contractor shall give the County notice if there are any County Agents or relatives of County Agents who are presently employed by Contractor. NOTE: ALL PSCS SHOULD CONTAIN A SIMILARLY WORDED CONFLICT OF INTEREST PROVISION. 7.12. Damage Clean up to County Pronerty and/or Premises. Contractor shall be responsible for any unexpected and/or unnecessary damage to any County property, its premises, or a County Agent that is caused by Contractor or Contractor's Employees. If damage occurs, Contractor shall make necessary repairs and/or replacements to the damaged property to the satisfaction of the County. If the damage cannot be completed to the County's satisfaction, Contractor shall reimburse the County the actual cost for repairing or replacing the damage property. The Contractor shall be responsible for assuring that all County and municipal sites are restored to their original condition. 7.13. Contractor Use of Confidential Information, The Contractor and/or Contractor Employees shall not reproduce, provide, disclose, or give access to Confidential Information to any third party, or to any Contractor Employee not having a legitimate need to know any such information and data, and shall not use the Confidential Information for any purpose other than performing its services under this Contract. Notwithstanding the foregoing, Contractor may disclose the Confidential Information if required by law, statute or other legal process; provided that Contractor (i) gives County prompt written notice of an impending disclosure, (ii) provides reasonable assistance to County in opposing or limiting the disclosure, and (iii) makes only such disclosure as is compelled or required. 7.13.1. This Contract imposes no obligation upon Contractor with respect to any Confidential Information which Contractor can establish by legally sufficient evidence: (i) was in the possession of, or was known by Contractor, prior to its receipt from the County, without an obligation to maintain its confidentiality; or OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION-PROFESSIONAL SERVICES CONTRACT NUMBER Page 9 - •n•nn 1111011UMLAV4413 COUNTY MICHIGAN L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION (ii) is obtained by Contractor from a third party having the right to disclose it, without an obligation to keep such information confidential. 7.13.2. As used in this Contract, Confidential Information means all information that the County is required or permitted by law to keep confidential. 7.14. Contractor Use of County Licensed Software. In order for the Contractor to perform its services under this Contract, the County may permit Contractor or Contractor Employees to access certain copyrighted Software licensed to the County. Contractor or Contractor Employees shall not: transfer, remove, use, copy, or otherwise provide or make available any such copyrighted Software or Documentation to any other person or entity, for any purpose, without the prior written consent of the County and/or the licensor. Furthermore, neither the Contractor nor Contractor Employee shall produce a source listing, decompile, disassemble, or otherwise reverse engineer any copyrighted Software. Neither the Contractor nor Contractor Employee shall use any copyrighted software contrary to the provisions of any applicable Software license agreement or state or federal law. 7.15. Grant Compliance. If any part of this Contract is supported or paid for with any state or federal funds granted to the County, the Contractor shall comply with all applicable grant requirements. 7.16. Project Managers. Each Party shall designate an employee or agent to act as a Project Manager. The Project Managers shall serve as a contact point for all matters related to the services to be performed under this Contract. The Contractor's Project Manager shall coordinate with the County's Project Manager, the Contractor shall provide the name and qualifications of its Project Manager and an alternate. 7.17. Contract Administrator. Each Party may designate an employee or agent to act as Contract Administrator. The County's Contract Administrator shall be responsible for such activities as monitoring deliverables and funding addressing the quality of services provided by the Contractor, reviewing invoices and submitting requests to the County's procurement authority for any contract modification in accordance with Section 7.27 of this Agreement. 7.18. Dispute Resolution. All disputes arising under or relating to the execution, interpretation, performance, or nonperformance of this Contract involving or affecting the Parties may first be submitted to the respective Project Managers and Contract Administrators for possible resolution. The Project Managers and Contract Administrators may promptly meet and confer in an effort to resolve such dispute. If the Project Managers cannot resolve the dispute in five (5) business days, the dispute may be submitted to the signatories of this Contract or their successors in office. The signatories of this Agreement may meet promptly and confer in an effort to resolve such dispute. OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION-PROFESSIONAL SERVICES CONTRACT NUMBER Page 10 COUNTY MICHIGAN L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION 7.19. Access and Records. Contractor will maintain accurate books and records in connection with the services provided under this Contract for 36 months after end of this Contract, and provide the County with reasonable access to such book and records. 7.20. Audit. Contractor shall allow the County's Auditing Division, or an independent auditor hired by the County, to perform finance compliance audits with the authority to access all pertinent records and interview any Contractor Employee throughout the term of this Contract, and for a period of three years after final payment. 7.20.1. Contractor shall explain any audit finding, questionable costs, or other Contract compliance deficiencies to the County within forty-five (45) days of receiving the final audit report. Contractor's response shall include all necessary documents and information that refute the final audit report. Failure by Contractor to respond in writing within 45 days shall be deemed acceptance of the final audit report. NOTE: ALL PSCS SHOULD INCLUDE AN AUDITING PROVISION. ,nn• 7.21. Delegation /Subcontract/Assignment, Contractor shall not delegate, assign, or subcontract any obligations or rights under this Contract without the prior written consent of the County. 7.21.1. The rights and obligations under this Contract shall not be diminished in any manner by assignment, delegation or subcontract. 7.21.2. Any assignment, delegation, or subcontract by Contractor and approved by the County, must include a requirement that the assignee, delegee, or subcontractor will comply with the rights and obligations contained in this Contract. 7.21.3. The Contractor shall remain primarily liable for all work performed by any subcontractors. Contractor shall remain liable to the County for any obligations under the Contract not completely performed by any Contractor delegee or subcontractor. 7.21.4. Should a Subcontractor fail to provide the established level of service and response, the Contractor shall contract with another agency for these services in a timely manner. Any additional costs associated with securing a competent subcontractor shall be the sole responsibility of the Contractor. 7.21.5. This Contract cannot be sold. 7.21.6. In the event that a Petition in Bankruptcy is filed and there is an assignment of this Contract by a Court, the County may declare this Contract null and void. 7.22. Non Exclusive Contract. No provision in this Contract limits, or is intended to limit, in any way the Contractor's right to offer and provide its services to the general public, other business entities, municipalities, or governmental agencies during or after the term of this Contract. Similarly, this Contract is a non-exclusive agreement and the County may freely engage other persons to perform the same work that the Contractor performs. OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION-PROFESSIONAL SERVICES CONTRACT NUMBER Page 11 irOAKALAND7 COUNTY MICHIGAN 4 • , L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION Except as provided in this Contract, this Contract shall not be construed to guarantee the Contractor or any Contractor Employee any number of fixed or certain number or quantity of hours or services to be rendered to the County. 7.23. No Implied Waiver. Absent a written waiver, no act, failure, or delay by a Party to pursue or enforce any right or remedy under this Contract shall constitute a waiver of those rights with regard to any existing or subsequent breach of this Contract. No waiver of any term, condition, or provision of this Contract, whether by conduct or otherwise, in one or more instances, shall be deemed or construed as a continuing waiver of any term, condition, or provision of this Contract. No waiver by either Party shall subsequently effect its right to require strict performance of this Contract. 7.24. Severability. If a court of competent jurisdiction finds a term, condition, or provision of this Contract to be illegal or invalid, then the term, condition, or provision shall be deemed severed from this Contract. All other terms, conditions, and provisions of this Contract shall remain in full force and effect. Notwithstanding the above, if Contractor's promise to indemnify or hold the County harmless is found illegal or invalid, Contractor shall contribute the maximum it is permitted to pay by law toward the payment and satisfaction of any Claims against the County. 7.25. Captions. The section and subsection numbers, captions, and any index to such sections and subsections contained in this Contract are intended for the convenience of the reader and are not intended to have any substantive meaning and shall not be interpreted to limit or modify any substantive provisions of this contract. Any use of the singular or plural number, any reference to the male, female, or neuter genders, and any possessive or nonpossessive use in this contract shall be deemed the appropriate plurality, gender or possession as the context requires. 7.26. Notices. Notices given under this Contract shall be in writing and shall either be personally delivered, sent by express delivery service, certified mail, or first class U.S. mail postage prepaid, and addressed to the person listed below. Notice will be deemed given when one of the following occur: (1) the date of actual receipt; (2) the next business day when notice is sent express delivery service or personal delivery; or (3) three days after mailing first class or certified U.S. mail. 7.26.1. If notice is sent to the Contractor, it shall be addressed to: Name Title Address Address 7.26.2. If notice is sent to the County, it shall be addressed to: Mr. Joseph Hylla, Manager Oakland County Purchasing Division 1200 N. Telegraph Road OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION-PROFESSIONAL SERVICES CONTRACT NUMBER Page 12 OAKLAND; COUNTY MICHIGAN • L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION Pontiac, MI 48341 7.26.3. Either Party may change the address or individual to which notice is sent by notifying the other party in writing of the change. 7.27. Contract Modifications or Amendments. Any modifications, amendments, recessions, waivers, or releases to this Contract must be in writing and agreed to by both Parties. Unless otherwise agreed, the modification, amendment, recession, waiver, or release shall be signed by an expressly authorized Contractor Employee and by the same person who signed the Contract for the County or other County Agent as authorized by the Oakland County Board of Commissioners. 7.28. Precedence of Documents. In the event of a conflict between the terms and conditions in any of the documents comprising this Contract, the conflict shall be resolved as follows: 7.28.1. The terms and conditions contained in this main Contract document shall prevail and take precedence over any allegedly conflicting provisions in all other Exhibits or documents. 7.29. Governing Laws/Consent to Jurisdiction and Venue. This Contract shall be governed, interpreted, and enforced by the laws of the State of Michigan. Except as otherwise required by law or court rule, any action brought to enforce, interpret, or decide any Claim arising under or related to this Contract shall be brought in the Sixth Judicial Circuit Court of the State of Michigan, the 50th 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 judgement obtained in such forum or taking action under this Contract to enforce such judgement in any appropriate jurisdiction. 7.30. Entire Contract. This Contract represents the entire Contract and understanding between the Parties. This Contract supercedes all other prior oral or written understandings, communications, agreements or Contracts between the Parties. The language of this Contract shall be construed as a whole according to its fair meaning, and not construed strictly for or against any Party. OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION-PROFESSIONAL SERVICES CONTRACT NUMBER Page 13 BY: DATE: trOAKLAND7 COUNTY MICHIGAN 4 1 r L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION The undersigned executes this Contract on behalf of Contractor and the County, and by doing so legally obligates and binds Contractor and the County to the terms and conditions of this Contract. FOR THE CONTRACTOR: appeared in person before me this day and executed this Contract on behalf of 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 Contractor to fully and completely obligate and bind Contractor to the terms and conditions of this Contract and any and all other documents incorporated by reference and also acknowledged to me under oath having been provided with copies and having read and reviewed all Contract documents including all documents incorporated by reference. Subscribed and sworn to before me on this day of ,2003. Notary Public , County, Michigan My Commission Expires: FOR THE COUNTY: BY: DATE: Joseph Hylla, Manager, Oakland County Purchasing Department APPROVED AS TO SCOPE OF CONTRACTOR SERVICES: BY: DATE: Contract Administrator PSC-TemplateFINAL2003.doc OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION-PROFESSIONAL SERVICES CONTRACT NUMBER Page 14 COAKLANDikr_ COUNTY MICHIGAN L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION EXHIBIT II CONTRACTOR INSURANCE REQUIREMENTS 1. Vendor agrees to procure and maintain insurance coverage according to the following specifications: a. $3,000,000 Combined Single Limit Commercial General Liability Broad Form Endorsement/or the following as minimum requirements: Broad form property damage Premises/Operations Independent Contractors (Blanket) Broad form Contractual Personal Injury - delete contractual exclusion "A" Additional Insureds - the County of Oakland, County Agents (as defined in this Contract) and employees and elected and appointed officials of Oakland County; b. Workers' Compensation as required by law $100,000 Employer's Liability; c. $1,000,000 Combined Single Limit Automobile Liability, including hired and leased vehicles, and owned and non-owned autos No Fault coverage as required by law; and d. Professional Liability Insurance with minimum limits of $1,000,000 per occurrence and $1,000,000 dollars aggregate. 2. General Certificates of Insurance a. All Certificates of Insurance and duplicate policies of any outside vendor or contractor shall contain the following clauses: 1) "The insurance company(s) issuing the policy or policies shall have no recourse against the County of Oakland for payment of any premiums or for assessments under any form of policy". 2) "Any and all deductibles in the above-described insurance policies shall be assumed by and be for the account of, and at sole risk of, the contractor." b. All Certificates are to provide 30 days notice of material change or cancellation. Certificates of Insurance and insurance binders must be provided no less than ten (10) working days before commencement of work to the Oakland County Risk Management Office. Insurance carriers are subject to the approval of Oakland County. OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION-PROFESSIONAL SERVICES CONTRACT NUMBER Page 15 G. William Caddell, County Clerk n` March 6, 2003 Resolution #03049 Moved by Patterson supported by Palmer the resolution be adopted. Moved by Moss supported by Long the Finance Committee Report be accepted. A sufficient majority having voted therefore, the report was accepted. Discussion followed. Vote on resolution: AYES: Gregory, Jamian, Knollenberg, KowaII, Long, Middleton, Moffitt, Moss, Palmer, Patterson, Potter, Rogers, Webster, Bullard, Crawford. (15) NAYS: Hatchett, McMillin, Scott, Suarez, Zack, Coleman, Coulter, Douglas. (8) ABSTAINED: Law. (1) A sufficient majority having voted therefore, 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 March 6, 2003, 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 6th day of March, 2003.