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HomeMy WebLinkAboutResolutions - 2006.06.15 - 28177GEM1311===iiNPFFIFIgere General Government Committee Vote: Motion carried on a roll call vote with Hatcheft absent. GENERAL GOVERMENT COMMITTEE J2141/Y) Miscellaneous Resolution #06113 May 25, 2006 BY: General Government Committee, William R. Patterson, Chairperson RE: Board of Commissioners - 2006 Amendment to Professional Services Contract with Poling, McGaw and Poling, PC TO: 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, PC has been providing the Oakland County Board of Commissioners with legal advice since May of 1998; and WHEREAS the Oakland County Board of Commissioners adopted Miscellaneous Resolution #04309, to enter into a contract for legal services with Poling, McGaw and Poling, PC that expires on May 31, 2006; and WHEREAS, the current one (1) year contract with Poling, McGaw and Poling, PC is not to exceed $48,000, with compensation at the same hourly rate as other work provided by outside counsel and in accordance with Miscellaneous Resolution #04309; and WHEREAS Poling, McGaw and P. ii .. - - t -n providing exemplary service to the Oakland County Board • - immissioners and the Bo4,wishes to retain Poling, McGaw and Polin% PC NOW THEREFORE BE IT-RESOLVED_Illatthe Oakland County Board of Commissioners hereby authorizes that the contract for legal services with Poling, McGaw and Poling, PC be amended to extend the expiration date until December 31, 2008. BE IT FURTHER RESOLVED that the contract amendment with Poling, McGaw and Poling, PC is not to exceed $62,000 for the thirty-one (31) month extension, and that the contract amendment shall have the same scope of services, compensation and terms as the current contract. BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners authorizes the Board Chairperson, or his designee, to execute the attached Professional Services Contract amendment with Poling, McGaw and Poling, PC that extends the expiration until December 31, 2008. Chairperson, on behalf of the General Government Committee, I move the adoption of the foregoing Resolution. __. t __ Caw Ahr4D ._. COUNTY • L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION sng/BOARD OF COMMISSIONERS AMENDMENT AND CHANGE ORDER OF CONTRACT NUMBER #1058 AMENDMENT # 1 AMENDMENT DATE May 15,2006 This AMENDMENT OF CONTRACT NUMBER #1058 (hereafter this "Amendment") is made and entered into by and between POLING & POLING named and identified below, (hereafter "POLING & POLING" and the COUNTY OF OAKLAND, whose address is 1200 N. Telegraph Road, Pontiac, MI 48341-0462 (hereafter the "County"). CONTRACTOR ADDRESS 1 POLING & POLING 5455 Corporate Dr. STE 275 I (hereafter "POLING & POLING" Troy, MI 48098 The County and POLING & POLING agree and acknowledge that the purpose of this Amendment is to modify as provided herein and otherwise continue the present contractual relationship between the Parties as described in their current Contact (the "Contract"), with the same Contract Number as above. In consideration of the extension of the mutual promises, representations, assurances, agreements, and provisions in the Contract and this Amendment, the adequacy of which is hereby acknowledged by the Parties, the County and POLING & POLING hereby agree to amend the current Contract as follows: POLING & POLING and the County agrees that any and all defined words or phrases in the current Contract between the parties will apply equally to and through out the amendment. 1. The Parties agree that any and all other terms and conditions set forth in the current Contract between the Parties shall remain in full force and effect and shall not be modified, excepted, diminished, or otherwise changed or altered by this Amendment except as otherwise expressly provided for in this Amendment. 2. Description of Change: Please extend the contract expiration date from 5/31/06 until 12/31/08 and increase the Not to Exceed amount by $62,000.00 for a total of $110,000.00. Please note: The contract number assigned to the current contract, 80202450, will now be referenced in the future as # 1058 due to our newly installed Procurement software. 06MAY15POLING 04 #1 PS1058 5-5-06 (3).DOC CONTRACT AMENDMENT OF CONTRACT NUMBER Page 1 BY: By: Joseph M. HyIla Oakland County Purchasing POLING & POLING DATE: DATE: For and in consideration of the mutual assurances, promises, acknowledgments, warrants, representations, and agreements set forth in the Contract and this Amendment, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the undersigned hereby execute this Amendment on behalf of the County, and POLING & POLING and by doing so legally obligate and bind the County and to the terms and conditions of the Contract and this Amendment. FOR THE COUNTY OF OAKLAND: FOR THE CONTRACTOR cjb 06MAY15POLING 04 #1 PS1058 5-5-06 (3).DOC CONTRACT AMENDMENT OF CONTRACT NUMBER Page 2 Ir011iNI[410013n ," COUNTY L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION SNG/Board 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 $48,000.00 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". el5 (2( COUNTY OF OAKLAND 1200 N. Telegraph Road Pontiac, MI 48341-0047 (herein, the "County") POLING, MCGAW AND POLING, P.C. 5455 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. SCOPE OF CONTRACTOR'S SERVICES SECTION 2. COUNTY PAYMENT OBLIGATION FOR CONTRACTORS SERVICES SECTION 3. CONTRACT EFFECTIVE DATE AND TERMINATION SECTION 4. CONTRACTOR ASSURANCES AND WARRANTIES SECTION 5. CONTRACTOR PROVIDED INSURANCE AND INDEMNIFICATION SECTION 6. CONTRACT DOCUMENTS. DEFINITIONS. AND GERNAL 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 I • = •nnnn • • • mom= I I I I • IMINnr COAKLAND, COUNTY L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION i1. SCOPE OF CONTRACTOR'S SERVICES 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 than Richard B. Poling, Jr., as Partner and Shareholder of the Contractor, shall be the 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 n•nn•1.1.1... lIllirO160aaAiijNDPI COUNTY L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND 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 }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 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. 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 80202450 Page 3 11e0IVIKIL1604D - COUNTY L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION no obligation to renew or extend this Contract alter 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 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. 5455 Corporate Drive, Ste. 275 Troy MI 48098 3.5.2. If notice is sent the County, it shall be addressed to: Board of Commissioners Lawrence 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 tit oAKLAND; COUNTY L. BROOKS PATTERS ON-COUNTY EXECUTIVE OAKLAND COUNTY 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. pusincss 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. 4.8. gull 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 OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION PROFESSIONAL SERVICES CONTRACT NUMBER B0202450 Page 5 OAKLAND COUNTY L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION WI 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 relationshi= 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. i5 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. 1. Vendor agrees to procure and maintain insurance coverage according to the following specifications: a. $1,000,000 Combined Single Limit Commercial General Liability Broad Form Endorsement/or the following as minimum requirements: Broad form property damage Premises/Operations Independent Contractors (Blanket) Broad form Contractual Personal injury - delete contractual exclusion "A" Additional Insureds - the County of Oakland, County Agents (as defined in this Contract) and employees and elected and appointed officials of Oakland County; b. Workers' Compensation as required by law $100,000 Employer's Liability; OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION PROFESSIONAL SERVICES CONTRACT NUMBER 50202450 Page 6 ,I=M111n11= CONKLAND A11,11.7 COUNTY L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION 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 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 hut, 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 Page) OAKLANDTiT COUNTY L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY 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 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, 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. 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. OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION PROFESSIONAL SERVICES CONTRACT NUMBER 30202450 Page 8 L. BROOKS PATTERSON-COUNTY EXECUTIVE COAKIAND-W OAKLAND COUNTY COUNTY PURCHASING DIVISION 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 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. OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION PROFESSIONAL SERVICES CONTRACT NUMBER 80202460 Page 9 COAKLAND7 COUNTY L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION 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 Licensd 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 7.27 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 audit report. Failure by Contractor to respond in writing within 45 days shall be deemed acceptance of the final audit report. OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION PROFESSIONAL SERVICES CONTRACT NUMBER B0202450 Page 10 4.7•11=•n•• IllrOAKIANDZ:" COUNTY L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION 6.26 Delezation /Subcontract/Assiznment. 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 Contract, this Contract shall not be construed to guarantee the Contractor or any Contractor Employee any number of fixed or certain number or quantity of hours or services to be rendered to the County. 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 contract. Any use of the singular or plural number, any reference to the male, female, or neuter genders, and any possessive or nonpossessive use in this contract shall be deemed the appropriate plurality, gender or possession as the context requires. 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: OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION PROFESSIONAL SERVICES CONTRACT NUMBER 80202450 Page 11 !OAKLAND/7 COUNTY L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION 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 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 Page 12 FOR THE COUNTY: BY: APPROVED AS SCOPE OF CONTRACTOR SERVICES: BY: Joseph Hylla, Manager Oakland County Purchasing Department awrence Doyle, Administrative D. 'tor Contract Administrator lir --n ...n1n110. 0 .4111." COUNTY L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION FOR THE CONTRACTOR: DATE: trZ/7/W.-4DO Li axisct. DVunc-ISC appeared in person before me this da y and executed this Contract on behalf of Contractor and acknowledged to me under oath that has taken all actions and secured an y and all necessary approvals and authorizations and has the re quisite 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 b y reference and also acknowledged to me under oath havin g been provided with copies and having read and reviewed all Contract documents including all documents incorporated b y reference. Subscribed and sworn to before me on this 7t--RrN day of tcaQ , ,2004. Nodry Public ai-t—C1-0-tiVt , County, Michigan My Commission Expires: \, cif OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION PROFESSIONAL SERVICES CONTRACT NUMBER B0202460 Page 13 Resolution #06113 May 25, 2006 The Chairperson referred the resolution to the Finance Committee. There were no objections. FISCAL NOTE (M.R. #06113) June 25, 2006 BY: FINANCE COMMITTEE, CHUCK MOSS, CHAIRPERSON IN RE: BOARD OF COMMISSIONERS - 2006 AMENDMENT TO PROFESSIONAL SERVICES CONTRACT WITH POLING, MCGAW AND POLING, PC TO: OAKLAND COUNTY BOARD OF COMMISSIONERS Chairperson, Ladies and Gentlemen: Pursuant to Rule XII-C of this Board, the Finance Committee has reviewed the above referenced resolution and finds: 1. The Oakland County Board of Commissioners entered into a contract for legal services with Poling, McGaw and Poling, PC per MR #04309, which expires on May 31, 2006. 2. The current contract is not exceed $48,000 with compensation at the same hourly rate as other work provided by outside counsel and in accordance with MR #04309. 3. The Board of Commissioners is requesting an amendment to the contract to extend the expiration date until December 31, 2008. 4. The extended contract is not to exceed $62,000 for the thirty-one month extension and the contract amendment shall have the same scope of services, compensation and terms as the current contract. 5. The Board of Commissioners has a budget of $5,000 for FY 2006 and a proposed budget of $5,000 for FY 2007 and FY 2008. 6. Services from Poling, McGaw and Poling, PC are provided as needed, and expenses for these services are not charged to the budget until invoiced. 7. No budget amendment is recommended at this time. FINANCE COMMITTEE FINANCE COMMITTEE Motion carried unanimously on a roll call vote with Palmer absent. Ruth Johnson, County Clerk Resolution #06113 June 15, 2006 Moved by Molnar supported by Coulter the resolutions (with fiscal notes attached) on the Consent Agenda, as amended, be adopted (with accompanying reports being accepted). AYES: Coleman, Coulter, Crawford, Douglas, Gershenson, Gregory, Hatchett, Jamian, KowaII, Long, Melton, Middleton, Molnar, Moss, Nash, Palmer, Patterson, Potter, Rogers, Scott, Suarez, Wilson, Woodward, Zack, Bullard_ (25) NAYS: None. (0) A sufficient majority having voted in favor, the resolutions (with fiscal notes attached) on the Consent Agenda were adopted (with accompanying reports being accepted). • lOTREM CUM DEM CON STATE OF MICHIGAN) COUNTY OF OAKLAND) I, Ruth Johnson, 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 June 15, 2006, 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 15th day of June, 2006.