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HomeMy WebLinkAboutResolutions - 2004.09.09 - 27747MISCELLANEOUS RESOLUTION 104247 BY: FINANCE COMMITTEE, CHUCK MOSS, CHAIRPERSON IN RE: DEPARTMENT OF MANAGEMENT AND BUDGET / PURCHASING DIVISION - EXCEPTION TO PURCHASING POLICIES TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Mr. Chairperson, Ladies and Gentlemen: WHEREAS Oakland County is implementing a new $40 million emergency radio communications system for approximately 80 police, fire, and EMS agencies within the County; and WHEREAS implementation of this project requires an individual or individuals to function as "project manager" to negotiate with local units of government to secure sites and cooperation for the building of 36 communication towers, as well as other management duties; and WHEREAS since the start of this project Ms. Patricia Coates has functioned as the project manager, both as a full-time employee and as a 1,000 hour part time employee; and WHEREAS due to delays in tower construction, Ms. Coates 1,000 hour service limit has expired leaving the critical construction period uncovered; and WHEREAS because of her expertise in the field, and her extensive experience with this particular project, it is crucial for the project's success to retain the services of Ms. Coates; and WHEREAS Ms. Coates has formed Coates Communication Consulting, LLC to provide consulting services to various entities; and WHEREAS the County has contracted with Coates Communication Consulting, LLC to provide the required project management services; and WHEREAS M.R. #93300, adopted December 9, 1993 requires that professional services contracts between the county and former county employees requires approval by the Board of Commissioners; and WHEREAS although this contract is with Coates Communication Consulting, LLC, a former county employee is the sole proprietor of the contracted firm, Board of Commissioner approval is thus requested. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners approves the professional services contract between the County and Coates Communication Consulting, LLC in order to facilitate the successful implementation of the emergency radio communications system. Chairperson, on behalf of the Finance Committee, I move adoption of the foregoing resolution. FINANCE COMMITTEE (i(h-CI, FINANCE COMMITTEE: Motion carried unanimously on a roll call vote. September 4, 2004 REASON FOR EXCEPTION: Provided By Using Department .T-FAI PURCHASING DIVISION CONTRACT EXCEPTION REPORT REV 441/03 MONTH OF: July, 2004 DATE RECEIVED IN PURCHASING: 07-30-04 BUYER: Scott Guzzy SINGLE . EXCEPTION* • SOURCE Single source bids or purchases may be necessary when a specific good or service must be procured. Item or service Is recognized in Its field as one of a kind. The manufacturer of the item only sells direct with no distributors. Item or service Is patented or proprietary. The expense or drawbacks to modify an existing standardized commodity would outweigh the single source purchase. DEPARTMENT: Information Technology- Radio DIVISION Phil Bertolini MANAGER: CONTRACT amaadsdint., R. 2)A0bow ADMINISTRATOR: CONTRACT/ PO # B0202396 PHONE #: 858-0815 PHONE #: 858-0815 8<PIR,477ON DATE: 07-3145' VENDOR NAME: Coates Communication Consulting LLC NOT TO EXCEED (NTE) AMOUNT: $116,000.00 SERVICES / COMMODITY: Provide consulting services for new emergency radio infrastructure. I ACKNOWLEDGE THIS EXCEPTION REPORT IS BEING SUBMITTED TO THE FINANCE COMMITTEE ?\&.440 etknnia Cet,44,1S it& frteenorahebwhn 4/4i-evt feeserrfek chlovnte... Cor-nrnifie e_ - Tarl•ASsey cl already forced this position to a large extent as the County can only construct towers when they have valid permits provided by the local governmental units. Moreover, given that the Project has 'a shortfall, these towers may not be constructed without the securing of additional Project funds or through efficiencies yet to be obtained in the Project construction. Should funding be secured from an as yet undetermined source, the County will be able to construct these towers and bring the affected areas onto the Project. By abandoning these sites (assuming the permission is not granted in January), the County will mitigate the tower construction costs and subsequent radio / mobile / console costs otherwise required. For example, the cost of the tower, radios and mobile units for West Bloomfield Township and surrounding communities would be $1 million. Should these sites not be constructed, it would substantially mitigate the Project's shortfall. The decision on this matter is highly dependent upon meetings at these three entities during January 2004 and whether the local officials grant permission to construct a tower in a • timely manner. ROJECT MANAGER - PTNE The County is relying heavily on the Project's manager who is a part-time, non-eligible employee limited to 1,000 hours for calendar 2004. The intensity of the Project in 2004 will be high given the delays in the construction of the towers. The County's Project manager could exhaust the available hours by the summer of 2004 - leaving the critical, construction period uncovered. Should the County be required to do so, the County may have to hire consultants to compensate for this matter. The County will be determining how her involvement in the Project can be leveraged with existing subordinates in the Radio Communications Operations over the coming month. - The loss of this individual, however, from County employment would require that she abandon her position on the Emergency Telephone Services Committee - a critical committee that sets policies concerning allocations of resources and other matters in the 9-1-1 emergency arca. SUMMARY The shortfall reflected last year resulted in the following actions being approved and / or considered by the Radio Oversight Committee - which continue today in assisting to 'resolve the shortfall: • The Committee decided to significantly reduce the launch of V-tacs and cell units (equipment used to fill coverage gaps). Restrictive policies have yet to be developed to specifically cite when they would be used and when they would not. • The non-public safety agencies and commercial public safety agencies (hospitals and ambulance companies) would acquire their own equipment and pay an access . fee. This access fee has been included within the later years of the project, although no formal action steps have been undertaken to develop the fee structure 12 COATES COMMUNICATION CONSULTING, LLC The attached 'single source' contract to Coates Communications Consulting, LLC (referred to herein as C-3) involves a single PTNE employee — Pat Coates — who has now exceeded her 1,000-hour requirement under the federal regulations and can no longer be retained as an employee. Ms. Coates is a retiree working as the lead project manager on the County's $40 million public safety communications system for roughly 80 police, fire and EMS agencies within Oakland County. This situation in the number of hours being incurred has been described in the last several version of the 'cash flow status' memoranda submitted to the Public Services and Finance Committees. Ms. Coates has and continues to be a critical component to the successful completion of the tower construction, implementation and training relating to the radio communications system and liaison on several key statewide committees. Ms. Coates is the County's PSAP Coordinator as well. These latter committees generally require that 'employees', not 'contractors', participate as voting members. These committees (ETSC, APCO, etc.) provide the County significant advance warning of this highly regulated industry — from changes in frequency issues, to planning for new frequencies, etc. The County is presently over half way through a very difficult build-out of its requisite towers — of which there will be 36 total towers in the system. Six of these towers will be retained from the County's present radio communications system, with the remaining 31 towers being leased from commercial entities or built. Ms. Coates has performed exceedingly well in minimizing the local angst in this very troublesome issue — building unsightly towers versus improved public safety radio communications. Part of the reason for the contract as well is the significant delays caused by the frequency interference matters and CVT permitting. Both of these issues have been discussed at quite some length in the 'cash flow status' memoranda discussed above. As noted therein, the County has had to incur additional vendor project management costs due to coristaicdon delays outside the County's control. Should the County have had to seourc inaitoznative solution to Ms. Coates, it would have been faced with further delays in the project, significantly added costs and finally, a sure loss of any seat at the statewide radio committee meetings. Accordingly, the C-3 contract has been entered into to protect the County's interests in this critical project. by the Radio Oversight Committee. As a practical matter, the commercial entities would be required to cover these costs by virtue of the State's constitution (that is, the County 'cannot lend credit' to commercial entities). • The County will provide a standard radio. Ancillary equipment (shoulder microphones, encryption and other such features) will be covered by the public safety departments, if required. • The 'post 1998 participants' would be expected to acquire this equipment via State or federal grants. Several of the. smaller governmental units have been awarded Homeland Security grants. The County has agreed to cover the nominal local share of the grant match should these units be successful in securing the grants. The Radio Oversight Committee considered the potential of requiring the 'post 1998 participants' covering half of the radio equipment costs upon launch. No formal position was taken by the Committee. Discussions at the various Board Committees of this potential action appeared to be troublesome as well. The Board Committees took no formal action to resolve this situation. No formal resolution to this issue exists — although clearly securing federal or State grants is the most viable option at present. The federal government has limited the acquisition of this type equipment by virtue of requiring police or fire departments apply for these grants. Regional entities — such as counties, CLEMIS, Fire Records Management System, or the Csunty's radio project — cannot apply for these grants directly. This will hamper the acquisition of the equipment should the local governmental entities consider applying for grants other than the radio system — leaving the potential for the County's General Fund to cover these costs or leave one or more of the 'post 1998 participants' excluded from the project upon launch. • Should any tower sites not be committed to in January 2004, they will be - abandoned until the end of the Project. The savings would be substantial but these areas would not be able to enjoy the radios, mobiles and other equipment contemplated in the Project's goals. It would, however, substantially mitigate the Project's shortfall. • Finally, two options were considered by the Radio Oversight Committee, namely, a nominal access fee paid by the public safety users and / or extension of the telephone-operating surcharge beyond December 31, 2006 (assuming that the State Legislators approve such an extension). In addition, the restrictions on the deployment of radio equipment could also be explored. However, none of the potential actions cited in this bullet have been concluded by either the Radio Oversight Committee or the Board Committees. 13 The current shortfall is roughly $3.5 million. The shortfall may increases by an undetermined amount should the Detroit frequency swap occur. However, there are adequate actions steps underway to address this shortfall should it not be increased by frequency swaps or further delays in the tower construction. While a concern, the issue is considered to be manageable as there is sufficient time to address a restructuring of the Project. Difficult, but not impossible to resolve. - 14 Information Technology Scott Guzzy OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET PURCHASING DIVISION CONTRACT NUMBER: B0202396 July 28, 2004 through July 31, 2005 Contract - NOT TO EXCEED AMOUNT $116,000.00 This "Contract" is made between the COUNTY OF OAKLAND, a Michigan Constitutional Corporation, hereinafter called "County", and the "Contractor" as Anther 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") Coates Communications Consulting Michigan Corporate LD. No. 381585845 2660 Gmenstone, #1615 Auburn Hills, MI 48326 (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 INDEMNIFICATION CONTRACT DOCUMENTS, DEFINITIONS, AND GERNAL TERMS AND CONDMONS In consideration of the mutual promises, obligations, representations, and assurances in this Contract, the Parties agree to the following: SCOPE OF CONTRACTOR'S SERVICES Scope of Work The contractor will provide all services normally assigned to the CLEMIS Administrator, including, but not limited to: OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET•PURCHASING DIVISION PROFESSIONAL SERVICES CONTRACT NUMBER acorstracinumben• I. Radio Communications: Serve as Project Manager for the implementation of a county wide, intemperable public safety communications voice and data system: A. Serve as contract administrator of all relevant vendor contracts, including MA COM, VFP, CSI, Cummins, Spectrasite, Radian, et al. Contract administration will include all relevant tasks, including participation in initial negotiations, initiation of purchase orders, review and approval of equipment and services received for compliance with the contracts, and review and approval of invoices. B. Coordinate the work of all vendors and staff members involved in the project to insure that tasks are completed in an orderly, stmctured timeline. C. Manage site acquisition, including coordination of all local approval processes, pre-construction services and licensing, presentation to CVT boards, and negotiating contracts for collocation sites and local agreements in conjunction with Corporation Counsel. D. Participate in meetings and conference calls relevant to the project, including informational presentations to County police and fire associations and other interested parties. E. Serve as staff liaison to the Radio Oversight Committee, including the preparation of status reports, surveys and other documents. F. Coordinate the fleet mapping and unit assignment process. G. Coordinate all user and technician training with the vendor and participating agencies. H. Coordinate the installation of all site, PSAP, and field user equipment. L Represent the County on various radio related boards and associations, including APCO, the ETSC, MPSFAC, Region 21 700 MHz Planning Committee, Michigan Interoperability Committee, MCDA, etal. J. Research and maintain knowledge of all relevant State and Federal current and pending legislation, and keep the County apprised of proposed changes. K. Represent the County with verbal and written legislative testimony as appropriate. L. Research and maintain knowledge of all relevant technical, licensing and operational standards and mandates, and assist the County in achieving and maintaining compliance. M. Other radio project duties as assigned IL 9-1-1 Serve as the County 9-1-1 Coordinator-- - A. Serve as liaison between the County and the 30 local PSAPs, including facilitation of quarterly PSAP Coordinator meetings B. Coordinate deployment of Phase I and Phase II Wireless 9-1-1 per Federal and State mandates. Specific tasks include, but are not limited to, equipment procurement and installation, negotiation of service agreements with wireless carriers, network design and trunk allocation in coordination with the CLEC network provider, completion of jurisdictional boundary maps, completion and review of databases of tower sites and routing, MSAG compliance tasks, and facilitating the training of the wireless PSAPs. C. Completion of Oakland Cotmty's annual report on 9-1-1 to the Michigan Legislature and ETSC. D. Completion of the annual request for wireless funds and the quarterly compliance reports to the ETSC. E. Represent the County on various 9-1-1 related boards and associations, including APCO, the ETSC, NENA, MCDA, etc. as F. Represent the County with verbal and written legislative testimony as appropriate. O. Research and maintain knowledge of relevant State and Federal current and pending 9-1-1 legislation and apprise the County of proposed changes. H. Research and maintain knowledge of current and pending technological changes impacting the 9-1-1 service, such as VolP and Telematic notification systems, apprise the County of proposed changes, and prepare strategic plans for compliance. L Other 9-1-1 related duties as assigned. OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING-DIVISION PROFESSIONAL SERVICES CONTRACT NUMBER Ecantractnumber. ILL CLEM1S A. Prepare and conduct informational presentations on radio communications and 9-1-1 to CLEMIS Advisory and relevant subcommittees. B. Other CLEMIS tasks as assigned 2. 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 Contra& shall be: The County shall remit to the Contractor the amount of $58.00 per hour. Billable hours will include all time spent on County business, including attendance at meetings, conferences, and legislative hearings. Billable hours will include direct travel time to and from off campus meetings and conferences, but will not include travel time to and from Contractor's home and the County work site. The contracted "not to exceed" amount assumes a maximum of 2000 billable hours within a twelve month period; the Contractor shall be available for additional hours in excess of 2000 annually upon request of the County and in accordance with Subsection 2.1.1. The County shall provide the Contractor with continuing use of office space, telephone, office supplies, a computer with County Network capabilities, a County email accountwith remote access, County business cards, a County Identification card, and a mobile telephone. The Contractor agrees that use of County facilities, equipment and supplies will be restricted to County related business only. The Contractor shall maintain active membership in all relevant public safety communications associations, and shall attend conferences and training seminars to maintain current technical and operational knowledge and skills. The Contractor will assume the cost of all memberships and publications, yelticle_mileage to all conferences and meetings within Michigan, conference registration fees, training and seminar fees, and meals and lodging at meetings and conferences within Michijin. The County Will reimburse the Contractor for out of state travel expenses for meetings, training or factory acceptance testing with vendors. The Contractor will maintain current certification as an Emergency Number Professional (ENP) and will pay all associated costs for testing and recertification as required. 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 iirtroice. 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 Couloir( DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION PROFESSIONAL SERVICES CONTRACT NUMBER gcontractnumben n 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. 3. CONTRACT EFFECTIVE DATE, TERMINATION NOTICES AND AMENDMENTS 3.1. The effective date of this Contract shall be July 30, 2004, and unless otherwise terminated or canceled as provided below, it shall end at 11:59:59 pun. 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: 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 reason, 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. readered_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 Ws-1nm opportunities, revenues, or any other economic benefit Contractor may have realized but for the limitation 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. OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION PROFESSIONAL SERVICES CONTRACT NUMBER econtractnumbers 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: Patrkie Cootes 2660 enenstme, 01615 Auburn Mils, MI 48326 3.5.2. If notice is sent the County, it shall be addressed to: Oakland County Joseph AL gylla 1200 N. Telegraph Ponder., 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. 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 mai= 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. 4.1 Equipment and Supplies. The Contractor is responsible for providing equipment and supplies not expressly required . _ pitiviticci 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 OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION PROFESSIONAL SERVICES CONTRACT NUMBER (contractriumbm 443. 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 dilly 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. 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 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 Contact, if the validity or collectability of the --- Contractor's insurance is disputed by the insurance company, the Contractor shallinitertulify -theagrarfor - all claims asserted against the County and if the insurance company prevails, the Contractor shall indemnify the County for uncollectable accounts. 5.13. 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. OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION PROFESSIONAL SERVICES CONTRACT NUMBER tcontractnumben n 5.1.1. S'ECTION 5 — MENU FOR ALL CON1'RACTS 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. 1. .Vendor agrees to procure and maintain insurance coverage according to the following specifications: a. 3,000,000.00 Combined Single Limit Commercial General Liability Bawd Form Endorsement/or the following as minimum requirements: Broad form property damage Premises/Operations Libel and Slander Independent Contractors (Blanket) Broad form Contractual Personal Injury - delete contractual exclusion "A" Additional Insured - the County of Oaldand, County Agents (as defined in this Contract) and employees and elected and appointed officials of °Wand County; The total limits of general liability coverage required herein may be satisfied with a combination of a primary and excess policy having not less than $3,000,000 in limits, specifically listing the primary general liability policy as underlying insurance. b. Workers' Compensation as required by law $100,000.00 and Employer's Liability: $1,000,000.00 Combined Single Limit Automobile Liability, including hired and leased vehicles, and owned and non-owned autos. No-Fault coverage as required by law. c. Automobile Liability with minimum limits of $1,000,600.00 per occurrence including hired and leased vehicles, and owned and non-owned. d. Professional Liability with minimum limits of $1,000,000.00 per occurrence and $1,000,000.00 aggregate, except for Construction and Maintenance Contracts only. 2. General Certificates of Insurance a. All Certificates of Insurance-and duplicate policies of any outside vendor or contractor shall - contsiu....theMoving 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 or the amount of, and at sole risk of, the contractor." All Certificates are to provide 30-day 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 Oaldand County Purchasing Division. Insurance carriers are subject to the approval of Oakland County OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION PROFESSIONAL SERVICES CONTRACT NUMBER rcontractnumber* 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 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. 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. 6.4 "County Agent" means all elected and appointed officials, dixectors;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"_Ipeans 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". OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION PROFESSIONAL SERVICES CONTRACT NUMBER econtractrsumben. 6.9 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. 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, contactual right or benefit, right to be indemnified, right to be subropted 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. 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 deterniination 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 hnpair, 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 accoodate or mitigate the effects of any such cause. Such cause shall include, without limitation, sets of..God,.fire,explosion, vandalism, any law, order, regulation, direction, actioii, or request of the UnitedStates 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 (MCI 15321, 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 OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDOMPURCHASING DIVISION PROFESSIONAL SERVICES CONTRACT NUMBER econtractnumber. 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 o& or was known by Contractor, prior to its receipt from the County, without an obligation to maintain its 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. 6.181 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 shalt 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 contact modification in accordance with Section 7_27 of this Agreement • 6.23 Dispute Resolution. All disputes arising under or relating to the execution, interpretation, performance, or nonpafomiance 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. OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION PROFESSIONAL SERVICES CONTRACT NUMBER acontractnumben 625 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 audit report Failure by Contractor to respond in writing within 45 days shall be deemed acceptance . of the final 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. 626.1 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 cielegee 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 mower. Any additional costs associated with wearing 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 Contract, this Contract shall not be construed to guarantee the Contactor or any Contractor Employee any munber of fixed-orcertcritrnmtdseror qriantity 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. 630 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 OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION PROFESSIONAL SERVICES CONTRACT NUMBER acontractnumber. any possessive or nonpossessive use in this contract shall be deemed the appropriate plurality, gender or possession as the context requires. 6.31 Precedence of Documents. In the event of a conflict between the terms and conditions many 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 Malts or documents. 632 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 Slate 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 Contact 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 Contact 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 ccontractnurnber. DATE: h Hylla, Manager; ' d County Purchasing Department APPROVED AS TO SCOPE OF CONTRACTOR SERVICES: bay/ BY: BY: DATE: _3/114 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 temis and conditions of this Contact FOR THE CONTRACTOR: • BY:(1;24,1c.c.,&10 C,40t244) DATE: / -a9-cf,14i Coates Communications Consulting 2660 Greenstone, #1615 Auburn Hills, MI 48326 Pori idt 4 rc.5 appeared in person before me this day and executed this Contract on behalf of Contractor and acknowledged to me under oath that er • • has taken all actions and secured any and all necessary approvals and authorizations and has the requisite authority from Contractor to ibily and completely obligate and bind Contractor to the temis 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 c; 14( day of Ua. , 200V Notary Public ing a Ai) ,-County, Michigan My Commission Expires: -5 — -ea A-. DEANNA MT Nobly PM; *Wand County, Michigen My Commission EON May 09,2005 FOR THE COUNTY: cirf OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION PROFESSIONAL SERVICES CONTRACT NUMBER 4contractnumber, G. William Caddell, County Clerk Resolution #04247 September 9, 2004 Moved by Moss supported by Long the resolution be adopted. AYES: Gregory, Jamian, Knollenberg, KowaII, Law, Long, McMillin, Middleton, Moffitt, Moss, Palmer, Patterson, Potter, Rogers, Scott, Suarez, Webster, Wilson, Zack, Bullard, Coulter, Crawford, Douglas. (23) NAYS: (0) A sufficient majority having voted therefore, the resolution was adopted. I HEREBY APPROVE THE FORMS RESOLUTION 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 September 9th, 2004 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 9th day of September, 2004.