HomeMy WebLinkAboutResolutions - 2004.11.18 - 27610REPORT (MISC. 104309) November 18, 2004
FINANCE COMMITTEE, CHUCK MOSS, CHAIRPERSON
IN RE: BOARD OF COMMISSIONERS - PROFESSIONAL SERVICES CONTRACT
WITH POLING, MCGAW AND POLING, PC
TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS
Chairperson, Ladies and Gentlemen:
The Finance Committee having reviewed the above referenced
resolution recommends toe following amendments to the contract
language.
1. Pages 1 and 4 correct the Contractor's address from "5435" to
"5455 Corporate Drive."
2. Page 2 - Scope of Contractor's Services - Paragraphs 1 and 2.
f49414041-44140-Beard-of-G0414414iF44111410-6.
TO PROVIDE INDEPENDENT LEGAL SERVICES FOR THE BOARD OF
COMMISSIONERS IN COMPLIANCE WITH THE CONSTITUTION OF THE
STATE OF MICHIGAN 1963, PUBLIC ACT 139 OF 1973 (MCL 45.551 ET.
SEQ.,), AND PUBLIC ACT 15 OF 1941.
The parties agree that Richard B. Poling, Jr., as Partner and Shareholder of the
Contractor, shall be the principal attorney responsible for the representation of the
Board of Commissioners.
3. Page 6- Contractor Provided Insurance - Section 5.2.1.1.a.
a. 44444448 $1,000,000 Combined Single Limit Commercial General Liability
Broad Form Endorsement/or the following as minimum requirements:
Chairperson, or. behalf of the Finance Committee I move acceptance
of the foregoing report.
FINANCE COMMITTEE
FINANCE COMMITTEE
Motion carried unanimously on a roll call vote.
MISCELLANEOUS RESOLUTION #04309 October 11, 2004
BY (z -no ,^al Gcvernmont Ccmmittc:, Wliliam R. Fttu, Chairman
IN RE: BOARD OF COMMISSIONERS - PROFESSIONAL SERVICES CONTRACT WITH POLING,
McGAW AND POLING, PC
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
WHEREAS from time to time, legal issues arise which require the Board of
Commissioners to seek the advice of independent legal counsel; and
WHEREAS Poling, McGaw and Poling has been providing the Board of
Commissioners with legal advice since May of 1998; and
WHEREAS Poling, McGaw and Poling has provided exemplary service to the
Board of Commissioners, and the Board wishes to retain Poling, McGaw and Poling,
PC as its legal counsel.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of
Commissioners hereby authorizes that a contract for legal services with Poling,
McGaw and Poling be executed, to expire May 31, 2006, at the same hourly rate
authorized per MR #04130.
Chairperson, on behalf of the General Government Committee, I move the
adoption of the foregoing resolution.
GENERAL GOVERNMENT COMMITTEE
I 4
,
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General Government Committee Vote:
Motion carried unanimously on a roll call vote.
Resolution #04309 October 21, 2004
The Chairperson referred the resolution to the Finance Committee. There were no objections.
enAKTA ND PI
JEN.Na. AMA. J•bnrmr
COUNTY
L. BROOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COT TNTY
PURCHASING DIVISION
SNG/I3oard of Commissioners
OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET
PURCHASING DIVISION CONTRACT NUMBER: B0202450
June 1, 2004 through May 31, 2006
Contract - NOT TO EXCEED AMOUNT 548,000.00
This "Contract" is made between the COUNTY OF OAKLAND, a Michigan Constitutional Corporation, hereinafter called
"County", and the "Contractor" as further described in the following Table. In this Contract, either Contractor or the County
may also be referred to individually as a "Party" or jointly as the "Parties".
COUNTY OF OAKLAND
1200 N. Telegraph Road
Pontiac, MI 48341-0047
(herein, the "County")
POLING, MCGAW AND POLING, P.C.
5435 Corporate Drive, Ste. 275
Troy MI 48098
Michigan Corporate I.D. No. 38-2759511
(herein the "Contractor")
This Contract is organized and divided into the following "Section" or "Sections" for the convenience of the Parties.
SECTION 1.
SECTION 2.
SECTION 3.
SECTION 4.
SECTION 5.
SECTION 6.
SCOPE OF CONTRACTOR'S SERVICES
COUNTY PAYMENT OBLIGATION FOR CONTRACTOR'S SERVICES
CONTRACT EFFECTIVE DATE AND TERMINATION
CONTRACTOR ASSURANCES AND WARRANTIES
CONTRACTOR PROVIDED INSURANCE AND INDEMNIMADON
CONTRACT DOCUMENTS, DEFINITIONS, AND GENERAL TERMS AND CONDITIONS
In consideration of the mutual promises, obligations, representations, and assurances in this Contract, the Parties agree to the
following:
OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION
PROFESSIONAL SERVICES CONTRACT NUMBER B0202450
Page 1
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L. BROOKS PATTERSON-COUNTY EXECUTIVE
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COUNTY PURCHASING DIVISION
11. SCOPE OF CONTRACTOR'S SERVICES
To provide Legal Services as Representation in litigation, attendance, only as requested, and counseling at -
Committee Meetings and other duties as may be required by the Board of Commissioners.
The parties agree than Richard B. Poling, Jr., as Partner and Shareholder of the Contractor, shall be the
principal attorney responsible for the representation of the Board of Commissioners. Richard B. Poling Jr.
shall appear and represent the Board in all court proceedings; shall sign all opinions on behalf of
Contractor; and shall supervise those attorneys of Contractor who assist him in this representation. The
parties agree that Contractor may provide other qualified attorneys for attendance at committee meetings
and providing legal research. In the event that it becomes impossible for Richard B. Poling Jr. to appear
in court, other qualified attorneys from the Contractor may be used only if prior written approval is
obtained from the Chairman of the Board of Commissioners.
Assignments or requests must come from one of these sources:
Chairperson
ViceChairperson
Caucus Chairperson's
The Contractor shall not engage in any activity or enterprise or assume any employment or accept any
position, which may conflict with its duties as outlined in this contract.
The Contractor shall coordinate with the Contract Administrator at the Board of Commissioners.
Payment Section:
The parties agree that Contractor Partners shall be compensated at the rate of $120.00 per billable hour
for legal services,: $90.00 per billable hour for the legal service of junior partners and $60.00 per billable
hours for the legal services of Law Clerks and Paralegals.
Billable activities shall be defined as:
1. Telephone conversations.
2. Drafting pleadings, contracts, and other documents.
3. Memoranda for Board's use.
4. Legal research.
5. Attendance at meetings and conferences by one Attorney (unless another is requested or
approved in advance by the Board).
6. Travel time to special meetings of the Board or its Committees and special meetings
requested by the Board, and to litigation related meetings, discovery, or court appearances.
OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION
PROFESSIONAL SERVICES CONTRACT NUMBER B0202450
Page 2
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L. BROOKS PATTERSON-COUNTY EXECUTIVE ro A
COUNTY PURCHASING DIVISION
Activities not subject to being billed shall be defined as:
1. Secretarial and receptionist time.
2. Internal memoranda for use by attorneys.
3. Attendance at meetings or conferences by support staff.
4. Travel time to regularly scheduled meetings of the Board or its committees.
Reimbursement of costs shall be paid the Contractor for actual expenses incurred, with the exception of
copying documents larger than 20 pages, which will be reimbursed at the rate of $.07 per page. The total of
hourly charges billed under this Contract in one year shall not exceed $48,000.00. The County reserves
the right to make partial payments on account of the amount due the Contractor as the work progresses.
On or before the 15th of each month the Contractor shall submit to the Contract Administrator, an invoice
for payment for the work performed during the preceding month. The County shall have no obligation to
make payment until a proper invoice of service is submitted during the term of this Contract. The
expenditure against this Contract shall not exceed $48,000.00
R. COUNTY PAYMENT OBLIGATIONS FOR CONTRACTOR'S SERVICES
2.1. 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:
2.1.1. 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.
2.1.2. 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, and payment terms 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.
2.2. 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.
2.3. 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.
2.4. This Contract does not authorize any in-kind services by either Party, unless expressly provided herein.
13. CONTRACT EFFECTIVE DATE. TERMINATION NOTICES AND AMENDMENTS
3.1. The effective date of this Contract shall be June 1, 2004, 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
OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION
PROFESSIONAL SERVICES CONTRACT NUMBER B0202450
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COUNTY
L. BROOKS PATTERSON-COUNTY EXECUTIVE
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PURCHASING DIVISION
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:
3.1.1. This Contract is signed by a Contractor Employee, legally authorized to bind the Contractor.
3.1.2. Any and all Contractor Certificates of Insurance, and any other conditions precedent to the Contract have
been submitted and accepted by the County.
3.1.3. 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.
3.2. 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 thirty (30) days written notice to the Contractor, for any eason, including
convenience without incurring obligation or penalty of any kind. The effective date for termination or cancellation
shall be clearly stated in the written notice.
3.3. The County's sole obligation in the event of termination is for payment for actual services rendered by the Contractor
before the effective date of termination. Under no circumstances shall the County be liable for any future loss of
income, profits, any consequential damages or any loss of business opportunities, revenues, or any other economic
benefit Contractor may have realized but for the termination and/or cancellation of this Contract. The County shall
not be obligated to pay Contractor any cancellation or termination fee if this Contract is cancelled or terminated as
provided herein.
3.4. Contractor may terminate and/or cancel this Contract (or any part thereof) at anytime upon ninety (90) days written
notice to the County, if the County defaults in any obligation contained herein, and within the ninety (90) 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.
3.5. 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.
3.5.1. If notice is sent to the Contractor, it shall be addressed to:
Poling, McGaw and Poling, P.C.
5435 Corporate Drive, Ste. 275
Troy MI 48098
3.5.2. If notice is sent to the County, it shall be addressed to:
Board of Commissioners
Lawrence M. Doyle, Administrative Director
1200 N. Telegraph Rd.
Pontiac MI 48341
3.5.3. Either Party may change the address or individual to which notice is sent by notifying the other party in
writing of the change.
OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION
PROFESSIONAL SERVICES CONTRACT NUMBER B0202450
Page 4
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L. BROOKS PATTERSON-COUNTY EXECUTIVE
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PURCHASING DIVISION
3.6. 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 the County Purchasing Manager or assigned Purchasing designee.
4. CONTRACTOR'S ASSURANCES AND WARRANTIES
4.1. 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.
4.2. 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.
4.3. Equipment and Supplies. The Contractor is responsible for providing equipment and supplies not expressly required
to be provided by the County herein.
4.4. 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.
4.5. 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.
4.6. Contractor Employees.
4.6.1. 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.
4.6.2. Contractor shall solely control, direct, and supervise all Contractor Employees with respect to all
Contractor obligations under this Contract. Contractor will be solely responsible for and fully liable for the
conduct and supervision of any Contractor Employee
4.6.3. All Contractor Employees shall wear and display appropriate county-provided identification at all times
while working on County premises.
4.6.4. 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.
4.7. 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 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.
OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION
PROFESSIONAL SERVICES CONTRACT NUMBER B0202450
Page 5
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COUNTY
L. BROOKS PATTERSON-COUNTY EXECUTIVE
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PURCHASING DIVISION
4.8. 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.
4.9. 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.
5. CONTRACTOR PROVIDED INSURANCE AND INDEMNIFICATION
5.1. Indemnification
5.1.1. 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.
5.1.2. 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.
5.1.3. 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.
5.1.4. 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.
5.2. Contractor Provided Insurance
5.2.1. At all times during this Contract, Contractor shall obtain and maintain insurance according to the
specifications indicated.
I. Vendor agrees to procure and maintain insurance coverage according to the following specifications:
a. $3,900,000 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;
OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION
PROFESSIONAL SERVICES CONTRACT NUMBER B0202450
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L. BROOKS PATTERSON-COUNTY EXECUTIVE
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COUNTY PURCHASING DIVISION
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."
a. 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 Purchasing Division.
Insurance carriers are subject to the approval of Oakland County.
6. CONTRACT DOCUMENTS, DEFINITIONS AND GENERAL TERMS AND CONDITIONS
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:
6.1 "Contractor Employee" means without limitation, any employees, officers, directors, members, managers,
trustees, volunteers, attorneys, and representatives of Contractor, and also includes any Contactor 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.
6.2 "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.
6.3 "County" means the County of Oakland, a Municipal and Constitutional Corporation, its departments,
divisions, authorities, boards, committees, and "County Agent" as defined below.
OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION
PROFESSIONAL SERVICES CONTRACT NUMBER B0202450
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COUNTY
L. BROOKS PATTERSON-COUNTY EXECUTIVE
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PURCHASING DIVISION
6.4 "County Agent" means all elected and appointed officials, directors, board members, council members,
commissioners, employees, volunteers, representatives, and/or any such persons' successors (whether such
person act or acted in their personal representative or official capacities), and/or any persons acting by,
through, under, or in concert with any of them. "County Agent" shall also include any person who was a
"County Agent" anytime during the term of this Contract but, for any reason, is no longer employed,
appointed, or elected and serving as an Agent.
6.5 "Day" means any calendar day, which shall begin at 12:00:01 a.m. and end at 11:59:59 p.m.
6.6 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.
6.7 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.
6.8 Survival of Terms and Conditions. The following terms and conditions shall survive and continue in full
force beyond the termination and/or cancellation of this Contract (or any part thereof) until the terms and
conditions are fully satisfied or expire by their very nature:
"CONTRACTOR'S ASSURANCES AND WARRANTIES";
"CONTRACTOR PROVIDED INSURANCE AND INDEMNIFICATION";
"DAMAGE CLEAN UP TO COUNTY PROPERTY AND/OR PREMISES";
"AUDIT";
"SEVERABILITY";
"GOVERNING LAW/CONSENT TO JURISDICTION AND VENUE"; AND
"SURVIVAL OF TERMS AND CONDITIONS".
6.9 County Rip,ht 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.
6.10 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.
6.11 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.
6.12 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.
OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION
PROFESSIONAL SERVICES CONTRACT NUMBER 80202450
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L. BROOKS PATTERSON-COUNTY EXECUTIVE
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6.13 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.
6.13.1 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.
6.13.2 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.
6.14 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
6.15 Force Majeure, Notwithstanding any other term or provision of this Contract, neither Party shall be liable to
the other for any failure of performance hereunder if such failure is due to any cause beyond the reasonable
control of that Party and that Party cannot reasonably accommodate or mitigate the effects of any such cause.
Such cause shall include, without limitation, acts of God, fire, explosion, vandalism, any law, order,
regulation, direction, action, or request of the United States government or of any other government, national
emergencies, insurrections, riots, wars, strikes, lockouts, work stoppages, or other labor difficulties.
Reasonable notice shall be given to the affected Party of any such event. The Contractor is expected, through
insurance or alternative temporary or emergency service arrangements, to continue its obligations under this
contract in the event of a reasonably anticipated, insurable business risk such as business interruption and/or
any insurable casualty or loss.
6.16 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.
6.17 Damage Clean up to County Property and/or Premises. Contractor shall be responsible for any unexpected
and/or unnecessary damage to any County property, its premises, or a County Agent that is caused by
Contractor or Contractor's Employees. If damage occurs, Contractor shall make necessary repairs and/or
replacements to the damaged property to the satisfaction of the County. If the damage cannot be completed
to the County's satisfaction, Contractor shall reimburse the County the actual cost for repairing or replacing
the damage property. The Contractor shall be responsible for assuring that all County and municipal sites are
restored to their original condition.
6.18 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,
6.18.1 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
OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION
PROFESSIONAL SERVICES CONTRACT NUMBER B0202450
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confidentiality; or (ii) is obtained by Contractor from a third party having the right to disclose it,
without an obligation to keep such information confidential.
6.18.2 As used in this Contract, Confidential Information means all information that the County is required
or permitted by law to keep confidential.
6.19 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.
6.20 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.
6.21 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.
6.22 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 717
of this Agreement.
6.23 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
and Contract Administrators 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.
6.24 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.
6.25 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.
6.25.1 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
OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION
PROFESSIONAL SERVICES CONTRACT NUMBER 80202450
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audit report. Failure by Contractor to respond in writing within 45 days shall be deemed acceptance
of the fmal audit report.
6,26 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.
6.26.1 The rights and obligations under this Contract shall not be diminished in any manner by assignment,
delegation or subcontract.
6.26.2 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.
6.26.3 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.
6.26.4 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.
6.26.5 This Contract cannot be sold.
6.26.6 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.
6.27 Non Exclusive Contract. No provision in this Contract limits, or is intended to limit, in any way the
Contractor's right to offer and provide its services to the general public, other business entities,
municipalities, or governmental agencies during or after the term of this Contract. Similarly, this Contract is
a non-exclusive agreement and the County may freely engage other persons to perform the same work that
the Contractor performs. Except as provided in this Conn-act, 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.
6.28 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.
6.29 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.
6.30 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
contact. Any use of the singular or plural number, any reference to the male, female, or neuter genders, and
any possessive or nonpossessive use in this contract shall be deemed the appropriate plurality, gender or
possession as the context requires.
OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION
PROFESSIONAL SERVICES CONTRACT NUMBER B0202450
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6.31 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:
6.31.1 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.
6.32 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.
6.33 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.
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.
OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION
PROFESSIONAL SERVICES CONTRACT NUMBER B0202450
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FOR THE CONTRACTOR:
BY: DATE:
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 ,2004.
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:
DATE:
Tom Law, Chairman of the Board of Commissioner
Contract Administrator
BY:
OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION
PROFESSIONAL SERVICES CONTRACT NUMBER B0202450
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FISCAL NOTE (MISC. #04309) November 18, 2004
FINANCE COMMITTEE, CHUCK MOSS, CHAIRPERON
IN RE: BOARD OF COMMISSIONERS - PROFESSIONAL SERVICES CONTRACT WITH
POLING, MCGAW AND POLING, PC
TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS
Chairperson, Ladies and Gentlemen:
Pursuant to Rule XII-C of this Board, the Finance Committee has
reviewed the above reference resolution and finds:
1. The Board of Commissioners wishes to retain Poling, McGaw
and Poling, PC as its legal counsel, effective June 1, 2004
through May 31, 2006.
2. Counsel will be retained at the same hourly rate of $120.00
as authorized per M.R. #04130.
3. The Board of Commissioners FY 2005 Adopted Budget is $5,000
for Legal Services, and the contract indicates a NTE amount
of $48,000.
4. It is anticipated the need for independent legal counsel
will be minimal, and therefore, not exceed the budgeted
amount for FY 2005.
5. No budget amendment is necessary at this time.
F:NANCE COMMITTEE
FINANCE COMMITTEE
Motion carried unanimously on a roll call vote.
Resolution #04309 October 21, 2004
The Chairperson referred the resolution to the Finance Committee. There were no objections.
In Testimony Whereof, I have hereunto set my hand and affixed the seal of the County of Oakland at
Pontiac, Michigan this 18th day of November, 2004.
Resolution #04309 November 18, 2004
Moved by Patterson supported by Crawford the resolution be adopted.
Moved by Patterson supported by Jam ian the Finance Report be accepted.
A sufficient majority having voted therefore, the report was accepted.
Moved by Patterson supported by Scott the resolution be amended to coincide with the recommendation in the
Finance Committee Report.
A sufficient majority having voted therefore, the amendment carried.
Moved by Patterson supported by Crawford the resolution, as amended, be adopted.
Vote on resolution, as amended:
AYES: Knollenberg, KowaII, Law, Long, McMillin, Middleton, Moffitt, Moss, Palmer, Patterson, Potter,
Rogers, Scott, Suarez, Webster, Wilson, Zack, Bullard, Coleman, Crawford, Douglas, Gregory,
Hatchett, Jamian. (24)
NAYS: None. (0)
A sufficient majority having voted therefore, the resolution, as amended, was adopted.
DOES NOT RIME CONY DICUTIVE ACTION
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
November 18th, 2004 with the original record thereof now remaining in my office.
G. William Caddell, County Clerk