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HomeMy WebLinkAboutResolutions - 2006.06.15 - 28186MISCELLANEOUS RESOLUTION # 06124 June 15, 2006 BY: General Government Committee, William R. Patterson, Chairperson IN RE: DEPARTMENT OF HEALTH AND HUMAN SERVICES/CHILDREN'S VILLAGE, 2006-2009 WATERFORD SCHOOL DISTRICT AGREEMENT To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS providing a quality education for residents of Children's Village is an essential component of the facility's treatment program; and WHEREAS Oakland County and the Waterford School District have historically contracted to ensure a quality education through the provision of educational and administrative staff by the District, reimbursed by the County; and WHEREAS representatives of the County and the Waterford School District have reached agreement as to staffing require- ments, contract language, and estimates of revenues and expen- ditures as detailed on attachments; and WHEREAS in order to maintain a quality level of education the negotiated agreement is proposed for three (3) school years beginning July 1, 2006, and ending June 30, 2009, with annual budget negotiations to begin no later than February 28 of each year; and WHEREAS the funding for this agreement is subject to the County Board of Commissioners' budget process; and WHEREAS this agreement is included in the County Exe- cutive's Contract Review Process. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners approves the attached amended agreement with the Waterford School District and that the Chairperson of the Board is authorized to sign said agreement. BE IT FURTHER RESOLVED that the Children's Village School Operating Agreement for the period of July 1, 2006 through June 30, 2009, inclusive of all attachments and addendums, is amended to reflect the deletion of the Driver's Education program and associated costs. Chairperson, on behalf of the General Government Committee, I move the adoption of the foregoing resolution. GENERAL GOVERNMENT COMMITTEE WtLtiP GENERAL GOVERNMENT COMMITTEE VOTE: Motion carried on a roll call vote with Hatchett, Coulter and Melton voting no. CHILDREN'S VILLAGE SCHOOL OPERATING AGREEMENT Between COUNTY OF OAKLAND and WATERFORD SCHOOL DISTRICT FISCAL YEARS 2006 — 2008 (July 1, 2006 — June 30, 2009) This Agreement is made and entered into by and between the County of Oakland, a Michigan Constitutional Corporation, whose address is 1200 North Telegraph Road, Pontiac, Michigan 48341 (hereafter the "COUNTY") and the Waterford School District, a Michigan Statutory Corporation, organized and operating under the School Code of 1976. (MCL 380.1, et seq., MSA 15.4001, et seq., as amended) whose address is 1150 Scott Lake Road, Waterford, Michigan 48328 (hereafter the "SCHOOL DISTRICT"). In this Agreement the COUNTY and the SCHOOL DISTRICT may also be referred to either individually as a "PARTY" or collectively as the "PARTIES". WITNESSETH WHEREAS, the COUNTY owns and operates the Children's Village, a State licensed child residential facility, that pursuant to Court order houses and maintains school-age children at this facility located in the Charter Township of Waterford, Michigan, and within the SCHOOL DISTRICT's boundaries; and WHEREAS, among the Children's Village complex of buildings there is a building known as the Children's Village School which is suitable for elementary and secondary classroom educational purposes; and WHEREAS, the SCHOOL DISTRICT is the statutory entity authorized and mandated to provide for the elementary and secondary education needs of students residing within the SCHOOL DISTRICT as provided in the School Code of 1976; and WHEREAS, for the past several years the COUNTY and the SCHOOL DISTRICT have cooperated in meeting the Children's Village school-age residents' (hereafter "RESIDENT[S]") educational needs and requirements: NOW, THEREFORE, in consideration of these premises and the mutual promises, representations, and agreements contained herein, it is mutually agreed as follows: 1. The COUNTY will provide and maintain in good order at no cost to the SCHOOL DISTRICT the facilities of the Children's Village School building for the SCHOOL DISTRICT's use in educating the RESIDENT(S) of Children's Village. The SCHOOL DISTRICT shall not use the Children's Village School building for any other purpose. 1 2. The SCHOOL DISTRICT shall, in compliance with all applicable state laws, provide an appropriate and required educational program for every Children's Village RESIDENT(S). The SCHOOL DISTRICT shall determine and be responsible for providing the legally required, appropriate, and necessary educational program for each school-age Children's Village RESIDENT(S). The COUNTY shall have no responsibility for developing, implementing, or providing any educational programs. The SCHOOL DISTRICT shall be responsible for the care and supervision of all RESIDENT(S) while participating in any SCHOOL DISTRICT-supervised classes, programs, or activities. 3. The SCHOOL DISTRICT shall employ and assign certified schoolteachers to teach all necessary and appropriate classes at the Children's Village School and at the Children's Village A-Building and J-Building locations. Such schoolteachers shall be employed and assigned on the basis of appropriate certifications, qualifications, and seniority as determined by the SCHOOL DISTRICT. The SCHOOL DISTRICT shall also employ and assign qualified administrative, professional, and support personnel, as necessary, to fully meet the educational needs of Children's Village RESIDENT(S). 4. The SCHOOL DISTRICT agrees that no SCHOOL DISTRICT teacher, administrator, principal, assistant principal, psychologist, social worker, teacher's aide, clerk, or any other SCHOOL DISTRICT employee, agent, servant, or independent contractor (hereafter individually and/or collectively "SCHOOL EMPLOYEE[S]") shall by virtue of this Agreement, or otherwise, be considered or claimed to be an employee of the COUNTY. The SCHOOL DISTRICT agrees that at all times and for all purposes relevant to this Agreement the SCHOOL DISTRICT shall remain the sole employer of all SCHOOL EMPLOYEE(S) and shall remain solely and completely liable for any and all SCHOOL EMPLOYEE(S) wages, compensation, fringe benefits, pension or retirement benefits, workers' disability compensation claims, and any and all other claims, rights, liabilities, or privileges whether in tort or contract, whether based upon any statutory or common law right, or in any way based upon any SCHOOL EMPLOYEE(S) employment status or any applicable employment contract. This Agreement does not grant or confer, and shall not be interpreted to grant or confer, upon any SCHOOL EMPLOYEE(S) or any other individual any privilege, right, benefit, or status of COUNTY employment or that of a COUNTY employee. 5. The SCHOOL DISTRICT agrees that any and all claims or suits by any SCHOOL EMPLOYEE(S), their union, agents, or successors or assigns against the COUNTY which are based upon said SCHOOL EMPLOYEE(S) applicable union, employment, or labor contract, and/or any applicable terms and conditions of employment, any SCHOOL EMPLOYEE(S)' employment status, wages, fringe benefits, and/or any other right, privilege, or benefit based upon any contractual, statutory, and/or common law employment right or status are hereby specifically included within the type(s) of claims or suits the SCHOOL DISTRICT agrees to indemnify and hold the COUNTY harmless from as provided in Paragraph No. 6 below. Furthermore, the SCHOOL DISTRICT as the sole and exclusive employer of all SCHOOL EMPLOYEE(S) providing services under this Agreement hereby waives and releases any and all claims and/or subrogated rights the SCHOOL DISTRICT may now or in the future have against the COUNTY (including, but not limited to, such employer subrogation rights as contained in the Worker's Disability Compensation Act of 1969, MCL 418.101, et seq.) based, in any manner, upon any claim, liability, loss, personal injury, real or personal property loss, and/or any other damage suffered by any SCHOOL EMPLOYEE(S). 6. The SCHOOL DISTRICT agrees to indemnify and hold the COUNTY harmless from any and all claims, actions, suits, causes of action, proceedings, costs, expenses, damages, and liabilities of any kind whatsoever (including, but not limited to, reimbursement of reasonable attorney fees and litigation expenses) without regard to whether any such claims or suits are based upon tort or contract and without regard to whether any such claims or suits are based upon any alleged negligent and/or intentional act(s) or omission(s) of the SCHOOL DISTRICT and/or any SCHOOL EMPLOYEE(S), suffered or incurred by the COUNTY which either arise out of, result from, or are in any way connected with the SCHOOL DISTRICT's and/or any SCHOOL EMPLOYEE(S)' educational responsibilities, the supervision and care of or the provision of any educational-related services to the school-age RESIDENT(S) of Children's Village. or arising out of the performance of any duty under the terms of this Agreement, the common law, or under applicable State or Federal law. 7. To the extent authorized by law, and except as otherwise provided below, the COUNTY agrees to indemnify and hold the SCHOOL DISTRICT harmless from any and all claims, actions, suits, causes of actions, proceedings, costs, expenses, damages, and liabilities of any kind whatsoever (including, but not limited to, reimbursement of reasonable attorney fees and litigation expenses) resulting from any alleged negligent and/or intentional tortious act(s) or omission(s) of any COUNTY employee, agent, or elected or appointed COUNTY official in connection with the COUNTY's responsibilities as described and limited by Paragraph No. 1 of this Agreement. Under no circumstances, however, will the COUNTY be obliged to indemnify and/or hold the SCHOOL DISTRICT harmless from any claims, actions, suits, causes of actions, proceedings, costs, expenses, damages, and liabilities of any kind whatsoever resulting from any claim, obligation, loss, or damage or expense, cause of action, or suit incurred, brought by, or brought on behalf of any SCHOOL EMPLOYEE(S) without regard to whether the SCHOOL DISTRICT may be obligated by statute, common law, or by reason of any employment, union, or insurance contract, and/or fringe benefit to indemnify, pay, reimburse, or support any SCHOOL EMPLOYEE(S). The COUNTY shall have no obligation to indemnify, hold harmless, sue and/or defend any SCHOOL EMPLOYEE(S) in any claim, suit, or any other cause of action by or against any SCHOOL EMPLOYEE(S). No SCHOOL EMPLOYEE(S) shall be subrogated to any SCHOOL DISTRICT right to indemnification under this Agreement and this Agreement does not, nor shall it be interpreted to, create any COUNTY obligation, promise, benefit, and/or right to be indemnified in favor of any SCHOOL EMPLOYEE(S). 8. The SCHOOL DISTRICT and COUNTY mutually agree to waive any rights against the other with regard to any damage to any real or personal property owned by either PARTY and arising out of the negligent act of either PARTY to the extent reimbursed by insurance. This Paragraph does not, nor shall it be interpreted as or be claimed by either PARTY including their agent(s), insurer(s), or subrogee(s) to, waive, release, suspend, diminish, or supersede any PARTY's rights, obligations, or benefits to the proceeds of, or from, any applicable insurance policy or other liability or damage protection(s) provided under this Agreement. 3 9. The SCHOOL DISTRICT shall employ and provide SCHOOL EMPLOYEE(S) in both the number(s) and classification(s) and for the GROSS SCHOOL DISTRICT COSTS shown in the attached BUDGET ADDENDUM "A" to provide for the necessary educational needs for all school- age RESIDENT(S) of Children's Village. The SCHOOL DISTRICT agrees that the above- referenced number(s) and classification(s) of SCHOOL EMPLOYEE(S) can provide for the complete educational needs of all of the anticipated school-age RESIDENT(S) of Children's Village during the term of this Agreement. In the event there is a significant Children's Village school-age RESIDENT(S) population change during the term of this Agreement, or should the SCHOOL DISTRICT incur additional, unexpected, and significant expense associated with educating a handicapped Children's Village RESIDENT(S), the PARTIES will convene to determine the level of services, staffing, and appropriate contract budget adjustments which may be necessary as a result of such program modification. 10. Subject to each of the following subparagraphs, the COUNTY agrees to reimburse the SCHOOL DISTRICT for the actual salary, fringe benefit, and administrative costs (as described and scheduled as GROSS SCHOOL DISTRICT COSTS in the attached BUDGET ADDENDUM "A" which is hereby incorporated into and made part of this Agreement) that the SCHOOL DISTRICT actually incurs and expends for, or on behalf of, any SCHOOL EMPLOYEE(S) providing the required educational services to Children's Village RESIDENT(S) under the terms of this Agreement. A. The GROSS SCHOOL DISTRICT COSTS, as shown in the attached BUDGET ADDENDUM "A," shall be reduced and offset (and accordingly any COUNTY obligation to reimburse the SCHOOL DISTRICT shall also be reduced and offset) by any and all amounts received by the SCHOOL DISTRICT from any state or federal government agency and/or any other public or private source, which amounts were received to aid, benefit, support, or otherwise reimburse the SCHOOL DISTRICT for any costs incurred in educating the school-age RESIDENT(S) of Children's Village such as described as TOTAL SCHOOL DISTRICT REVENUES in the attached BUDGET ADDENDUM "A." In the event that the actual TOTAL SCHOOL DISTRICT REVENUES exceed the GROSS SCHOOL DISTRICT COSTS, as shown in the attached BUDGET ADDENDUM "A," the SCHOOL DISTRICT agrees that it shall, at the COUNTY's option. either credit or reimburse the COUNTY any excess amounts received. B. The PARTIES agree that, subject to further approval and appropriation by the Oakland COUNTY Board of Commissioners, the COUNTY shall not have any financial obligation for any costs or expenses for any SCHOOL EMPLOYEE(S) services under the terms of this Agreement beyond the amount shown in the GROSS SCHOOL DISTRICT COSTS and/or the ESTIMA 1ED NET COUNTY COSTS on the attached BUDGET ADDENDUM "A.- However, it is anticipated by the PARTIES that in the event that there should be a shortfall in the anticipated TOTAL SCHOOL DISTRICT REVENUES, or any increase in unanticipated/uncontrollable costs for current fringe benefits, as shown in the attached BUDGET ADDENDUM "A," this matter shall be promptly presented to the Oakland County Board of Commissioners. 4 11. The attached BUDGET ADDENDUM "A" establishes the anticipated and agreed upon schedule of GROSS SCHOOL DISTRICT COSTS, the TOTAL SCHOOL DISTRICT REVENUES, and the ESTIMATED NET COUNTY COSTS for the period beginning July 1, 2006, and ending June 30, 2007, or One (1) year of this Three-year (3) Agreement. The SCHOOL DISTRICT"s fiscal year begins on July 1 and ends June 30 of the following calendar year. Unless terminated prior to its expiration, during the term of this Agreement the PARTIES agree to meet no later than February 28, 2007, and again by February 28, 2008, to begin negotiations toward a budget for the following SCHOOL DISTRICT fiscal year. The PARTIES recognize and agree that such time for negotiations is required as an agreement on a budget for any subsequent fiscal year amounts to an amendment to this Agreement which must be formally approved by both the Board of Education for the Waterford SCHOOL DISTRICT and the Oakland County Board of Commissioners before it becomes binding upon either PARTY. In the event the PARTIES fail to agree upon a budget for the following SCHOOL DISTRICT's fiscal year, either PARTY may terminate this Agreement as provided herein. 12. The SCHOOL DISTRICT agrees that it shall be solely responsible for soliciting, qualifying for, securing, and/or receiving any and all educational-related outside or third-person revenues, funds, assistance, or other reimbursement which the SCHOOL DISTRICT may be eligible to receive from any source for undertaking the Children's Village RESIDENT(S)1 educational responsibilities in accordance with the terms of this Agreement. The SCHOOL DISTRICT agrees that it shall make every reasonable effort to secure all such outside revenues and reimbursements which may become available so as to minimize the ESTIMATED NET COUNTY COSTS under this Agreement. The COUNTY shall have no obligation to the SCHOOL DISTRICT to secure, obtain, pass through, generate, or otherwise provide to the SCHOOL DISTRICT any funding or reimbursement the COUNTY may receive in connection with any Children's Village RESIDENT(S)' education (including, but not limited to school lunch reimbursements, library grants, athletic equipment donations, etc.) from any third-person, public agency, private agency, or governmental source. 13. In recognition of SCHOOL DISTRICT's cash flow requirements and the difficulty in projecting and calculating the receipt of such outside or third-person paid TOTAL SCHOOL DISTRICT REVENUES, as shown in the attached BUDGET ADDENDUM "A," the COUNTY agrees to pay to the SCHOOL DISTRICT an amount equal to twenty-five percent (25%) of the GROSS SCHOOL DISTRICT COSTS shown in the BUDGET ADDENDUM "A" on each of the following dates: August 15, October 31, December 31, and April 15 of each calendar year during the term of this Agreement unless this Agreement is terminated earlier. 14. The SCHOOL DISTRICT agrees that no later than October 15, January 15, April 15, and at the end of each school year during the term of this Agreement the SCHOOL DISTRICT will submit a detailed statement to the COUNTY for the actual total expenditures which comprise any part of the actual TOTAL SCHOOL DISTRICT REVENUES it received applicable, in any part, to this Agreement. All COUNTY payment obligations under the terms of this Agreement shall be based upon the ESTIMATED NET COUNTY COSTS (i.e., GROSS SCHOOL DISTRICT COSTS less TOTAL SCHOOL DISTRICT REVENUES received) as shown in the BUDGET ADDENDUM "A." Any disagreement between the PARTIES that may arise with regard to these quarterly statements shall be resolved, if possible, by a meeting of the PARTIES. The PARTY contesting the 5 actual SCHOOL DISTRICT costs or actual TOTAL SCHOOL DISTRICT REVENUES shall give the other PARTY ten (10) days written notice of the meeting and delineating the nature of the disagreement or dispute. Any adjustments to be made to the COUNTY's payment obligations shall be reconciled through a separate billing and/or credit and reconciled as soon as possible after it becomes known. 15. The term of this Agreement shall begin on July 1, 2006, and end at 11:59 P.M. on June 30, 2007, without any further act or notice being required from either PARTY. In the event that either PARTY wishes to renew this Agreement beginning on July 1, 2007, they will notify the other PARTY in writing by February 28, 2007, and shall immediately begin negotiations toward a new agreement. In the event that either PARTY wishes to renew this Agreement beginning on July 1, 2008, they will notify the other PARTY in writing by February 28, 2008, and shall immediately begin negotiations toward a new agreement. 16. In addition., either PARTY may terminate this Agreement for any reason including, but not limited to, a decision by the COUNTY to establish a Charter School prior to its June 30, 2009, expiration upon written notification to the other at least sixty (60) days prior to the proposed termination date which shall be clearly stated in this written notice. Upon such notification the PARTIES agree to meet within ten (10) days to attempt to resolve the concerns that prompted the termination notice. Failure to reach an accord which results in either a written amendment or modification to this Agreement, or the written withdrawal and recision of the terminating PARTY's pending notice to terminate this Agreement, will result in the early termination of this Agreement. In the event that the COUNTY terminates this Agreement, as provided for in this Paragraph, prior to its scheduled June 30, 2009, expiration, and should the SCHOOL DISTRICT incur increased unemployment benefit costs paid to any SCHOOL EMPLOYEE(S) as a direct result of this early termination, the COUNTY shall reimburse the SCHOOL DISTRICT for such increased unemployment insurance benefit costs up to a maximum of Two Hundred Thousand ($200,000.00) Dollars. In such an event, the SCHOOL DISTRICT agrees that it shall take all reasonable and necessary action to minimize any expense to the COUNTY for any SCHOOL EMPLOYEE(S)' unemployment compensation costs. The COUNTY shall not have any obligation to the SCHOOL DISTRICT for any unemployment insurance benefit costs or expenses under any other circumstances except as provided for in this Paragraph and shall have no obligation to the SCHOOL DISTRICT for any unemployment compensation benefit expenses that the SCHOOL DISTRICT may incur after the expiration of this Agreement on June 30, 2009, 17. The PARTIES agree that termination of this Agreement, as above or otherwise, shall not terminate any of the PARTIES indemnification or hold harmless promises or liability under this Agreement for any claims or suits based upon any pretermination events, acts, occurrences, or transactions, including the early termination of this Agreement. The PARTIES specifically agree that all indemnification, hold harmless promises, and waivers in this Agreement, with regard to any acts, occurrences, events, transactions. suits, claims, or causes of action either occurring or having their basis in events or transactions occurring before this Agreement is otherwise terminated, shall survive the termination of this Agreement. 6 18. The SCHOOL DISTRICT will send all correspondence and notices required or permitted by this Agreement to the COUNTY by regular mail addressed separately to the Oakland County Executive, the Chairperson of Oakland County Board of Commissioners, the Director of the Department of Health and Human Services, and the Manager of Children's Village at 1200 N. Telegraph Road, Pontiac, Michigan 48341. The COUNTY will send all correspondence and notices required or permitted under this Agreement by regular mail to the Superintendent of Waterford Schools at 1150 Scott Lake Road, Waterford, Michigan 48328. 19. The SCHOOL DISTRICT acknowledges that this Agreement shall be binding upon the SCHOOL DISTRICT, its Board and Board Members, its administrators, representatives, executors, successors and assigns, and shall inure to the benefit of the COUNTY. For all purposes under this Agreement, the term COUNTY shall also be read to include any and all of the COUNTY's elected and appointed officials, commissioners, board(s), committee(s), commission(s), employees, agents, representatives, predecessors, successors, attorneys, (whether such persons act or acted in their personal, representative, or official capacities), and all persons acting by, through, under, or in concert with any of them. 20. This Agreement is made and entered into in the State of Michigan and shall in all respects be interpreted, enforced, and governed under the laws of the State of Michigan. The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not construed strictly for or against any PARTY. 21. Absent an express written waiver, failure of either PARTY to pursue any right(s) granted under this Agreement shall not be deemed a waiver of those rights in regards to any existing or subsequent breach or default under this Agreement. 22. As used in this Agreement, the singular or plural number, the possessive or nonpossessive, shall be deemed to include the other whenever the context so indicates or requires. 23. The SCHOOL DISTRICT shall throughout the term of this Agreement obtain, maintain, and provide to the COUNTY evidence of the insurance policy(s), coverage(s) and certificate(s) as follows: A. $1,000,000.00 Combined Single Limit Commercial General Liability Broad Form Endorsement with the following as minimum requirements: 1. Products and completed operations; 2. Broad form property damage; 3. Premises/Operations; 4. Independent Contractors; 5. (Blanket) Broad form Contractual; 6. Personal Injury -- delete contractual exclusion "A" and employee exclusion fi c p ; 7. "Occurrence Form;'' 8, Additional Insured -- the COUNTY of Oakland, and its employees and elected and appointed officials; and 7 B. Workers' Compensation, as required by law, $500,000.00 Employers' Liability; and C. $1,000,000.00 Combined Single Limit Automobile Liability, including hired and leased vehicles, and owned and nonowned autos and No Fault coverage as required by law; and D. 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 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." E. 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 the effective date of this Agreement to the Oakland County Risk Management Office. Insurance carriers are subject to the approval of the COUNTY. Coverage and limits are also subject to the approval of the COUNTY. 24. The SCHOOL DISTRICT agrees to execute the BUSINESS ASSOCIATE AGREEMENT attached as ADDENDUM "B," which is hereby incorporated into and made part of this Agreement, in order for COUNTY to comply with the Health Insurance Portability and Accountability Act of 1996 (HIPAA) since Children's Village is part of a COUNTY department designated as a "covered entity" for HIPAA purposes. 25. This Agreement, consisting of Nine (9) pages, excluding the attached BUDGET ADDENDUM "A" and BUSINESS ASSOCIATE AGREEMENT ADDENDUM "B," which are also incorporated and made part of this Agreement, set forth the entire Agreement between the PARTIES hereto and fully supersedes any and all prior agreements or understandings between the PARTIES. It is further understood and acknowledged that the terms of this Agreement (and the incorporated ADDENDUM "A" and ADDENDUM "B") are contractual and are not mere recitals and that there are no other agreements, understandings, or representations between the PARTIES regarding the subject matter hereof except as expressly stated herein. This Agreement shall not be changed or supplemented orally. By: IA POEHL President, Board of Education Waterford School District IN WITNESS WHEREOF, VIRGINIA POEHLMAN, President, Board of Education, Waterford SCHOOL DISTRICT, hereby acknowledges that she has been authorized by a resolution of the Board of Education of Waterford Schools (a certified copy of which is attached) to execute this Agreement on behalf of SCHOOL DISTRICT, a Michigan Statutory Corporation, and hereby accepts and binds the SCHOOL DISTRICT to the terms and conditions of this Agreement on this 414---day of , 2006. WITNESS: WATERFORD SCHOOL DISTRICT \gaia1-047741. 711/,46404----7' IN WITNESS WHEREOF, BILL BULLARD, JR., Chairperson of the Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners (a certified copy of which is attached) to execute this Agreement on behalf of COUNTY, a Michigan Constitutional Corporation, and hereby accepts and binds the COUNTY to the terms and conditions of this Agreement on this day of ,2006. WITNESS: COUNTY OF OAKLAND By: BILL BULLARD, JR., Chairperson Oakland County Board of Commissioners 9 CHILDREN'S VILLAGE SCHOOL OPERATING AGREEMENT Between COUNTY OF OAKLAND and WATERFORD SCHOOL DISTRICT BUDGET ADDENDUM "A" JULY I. 2006. THROUGH JUNE 30, 2007 School District's total salary, fringe benefit, administrative cost, and other expenses for providing the following number(s) and classifications of school employees for all educational services for needs of all Children's Village residents: Salaries Teachers (18) $1,262,071 Drivers Education 8,787 Coaching 9,999 Psychologist (.40) 31,357 School Social Worker (.50) 30,942 Teacher Assistants (6) 85,447 Director (1) 119,618 Secretarial (2.9) 94,386 Referee 600 Total Salaries 1,643,207 Fringe Benefits 690,632 Total Salaries and Fringe Benefits 2,333,839 Other Costs Administrative Office Costs 18,600 Educational Supplies* 61,600 Administrative Costs (Indirect Costs)** 82,970 Summer School 56,867 GROSS SCHOOL DISTRICT COSTS $2,553,876 Total anticipated revenues to be received by school district for providing educational services for all Children's Village residents. State Aid (Based on estimated count of 180) $1,335,240 Special Education Sec. 53 Reimbursement 0 Court Placed Student Reimbursement (Estimated) 728,847 TOTAL SCHOOL DISTRICT REVENUES $2,064,087 ESTIMATED NET OAKLAND COUNTY COSTS $489,789 Educational supplies and/or materials which qualify for aid under Section 24 of Article 5 of the Michigan School Aid Act. The cost of educational supplies included in expense for state reimbursement. Administrative cost (i.e.., indirect) based on salaries and fringe benefits only. Mc* CHILDREN'S VILLAGE SCHOOL OPERATING AGREEMENT Between COUNTY OF OAKLAND and WATERFORD SCHOOL DISTRICT BUSINESS ASSOCIATE AGREEMENT ADDENDUM "B" The Business Associate Agreement (BAA) is an addendum to the Children's Village School Fiscal Years 2006-2008 Operating Agreement with Waterford School District (CONTRACT) entered into between the County of Oakland, Michigan, (COUNTY) and the Business Associate, Waterford School District, (BA) on the zik, day of , 2006. This BAA is entered into in order to comply with the requirements of the Heal Insurance Portability and Accountability Act of 1996 (HIPAA) and the attendant Privacy and Security Regulations found at 45 CFR Sections 160 through 164 inclusive. RECITALS COUNTY and BA are currently operating pursuant to the terms and conditions of the CONTRACT referenced above. Pursuant to the CONTRACT, BA provides services to and on behalf of the COUNTY, which services necessarily involve the access to, generation of, use of, and disclosure of Protected Health Information (PHI) in the possession of COUNTY that identifies individual patients and their health conditions. Accordingly, BA is a Business Associate of COUNTY for the purposes of complying with HIPAA and the Privacy and Security Regulations. The COUNTY and BA agree to enter into this BAA in order for COUNTY to receive "satisfactory assurances" from BA as a precondition to permitting BA to access, generate, use, or disclose PHI on its behalf or in the course of performing services to COUNTY. Furthermore, COUNTY and BA agree to enter into this BAA in order to comply with all the requirements of HIPAA and the Privacy and Security Regulations regarding BA's use of PHI. NOW, THEREFORE, in consideration of the foregoing and of the mutual promises contained herein, COUNTY and BA agree as follows: 1. DEFINITIONS Terms used but not otherwise defined in this BAA shall have the same meaning as those terms that are used and defined in 45 CFR in parts 160 through and including parts 164, the Privacy and Security Rule. Page 1 of 6 2. OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE A. BA is authorized to access, generate, use, or disclose PHI as necessary and appropriate to perform the services on behalf of and for COUNTY as described in the CONTRACT. B. BA agrees to not use or disclose PHI other than as permitted or required by the BAA or as required by law. C. BA agrees to use appropriate safeguards to prevent use or disclosure of the PHI other than as provided for by this BAA. D. BA agrees to cooperate with COUNTY and perform such activities as COUNTY may from time to time direct in order to mitigate, to the extent practicable, any harmful effect that is known to BA or brought to BA's attention by COUNTY of a use or disclosure of PHI by BA in violation of the requirements of this BAA. E. BA agrees to report to COUNTY any use or disclosure of PHI in violation of this BAA. F. BA agrees to ensure that any agent, including a subcontractor, to whom it provides PHI received from, or created or received by BA on behalf of COUNTY, agrees to the same restrictions and conditions that apply through this BAA to BA. G. At the request of COUNTY and in the time and manner designated by COUNTY, BA agrees to provide access to PHI in a Designated Record Set to COUNTY, or as directed by COUNTY to an individual, in order to meet the inspection and copying requirements under 45 CFR 164.524. H. BA agrees to make any amendment(s) to PHI in a Designated Record Set that COUNTY directs or agrees to pursuant to 45 CFR 164.526 at the request of COUNTY or an individual and in the time and manner designated by COUNTY. At the direction of COUNTY or the Secretary of DHHS (Department of Health and Human Services), BA agrees to make internal practices, books, records, and policies and procedures relating to the use and disclosure of PHI received from or created or received by BA on behalf of COUNTY available to the COUNTY or to the Secretary in a time and manner designated by the COUNTY or the Secretary for purposes of the Secretary determining COUNTY's compliance with the Privacy Rule. J. BA agrees to document all disclosures of PHI and information related to such disclosures as would be required for COUNTY to respond to a request by an individual for an accounting of disclosures of PHI in accordance with 45 CFR 164.528. Page 2 of 6 K. BA agrees to provide to COUNTY or an individual, in time and manner designated by COUNTY, information to permit COUNTY to respond to a request by an individual for an accounting of disclosures of PHI in accordance with 45 CFR 164.528. L. BA agrees to honor any restriction(s) on the use or disclosure of PHI that COUNTY agrees to, provided that COUNTY notifies BA of such restriction(s), unless the information is needed to provide emergency care or to comply with state or federal law. M. BA shall require each member of its work force that has contact with PHI in the course of providing services to COUNTY to sign a statement indicating that the work force member has read this BAA, understands its terms, and will abide by them including without limitation the obligation not to use or disclose PHI except as necessary and appropriate to carry out the services being performed by BA for or on behalf of COUNTY. BA will make such signed statements available to COUNTY upon request. 3. SECURITY REQUIREMENTS BA (including its agents and subcontractors) can only create, receive, maintain, or transmit Electronic Protected Health Information (EPHI) if it complies with the following requirements and 45 CFR 164.302 et seq.: A. Implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the EPHI that it creates, receives, maintains, or transmits on behalf of the covered entity as required by this subpart. Any technology used to accomplish these requirements must be the equivalent of, and compatible with, the technology used by the COUNTY. B. Ensure that any agent, including a subcontractor, to whom it provides such information agrees to implement reasonable and appropriate safeguards to protect it. C. Report to the covered entity any security incident of which it becomes aware. D. COUNTY shall have the right to audit the BA and inspect the premises of BA to determine if there is compliance with these security requirements. Page 3 of 6 4. PERMITIED USES AND DISCLOSURES BY BUSINESS ASSOCIATE Except as otherwise limited in this BAA, BA may use or disclose PHI to perform functions, activities, or services for or on behalf of COUNTY as specified in the CONTRACT, provided that such use or disclosure would not violate the Privacy Rule, if done by COUNTY, or the minimum necessary policies and procedures of the COUNTY. Specific Use and Disclosure Provisions: A. Except as otherwise limited in this BAA, BA may use PHI for the proper management and administration of the BA or to carry out the legal responsibilities of the BA. B. Except as otherwise limited in this BAA, BA may disclose PHI for the proper management and administration of the BA, provided that disclosures are required by law or BA obtains reasonable assurances from the person to whom the information is disclosed that it will remain confidential and used or further disclosed only as required by law or for the purpose for which it was disclosed to the person and the person notifies the BA of any instances of which it is aware in which the confidentiality of the information has been breached. C. Except as otherwise limited in this BAA, BA may use PHI to provide Data Aggregation services to COUNTY as permitted by 45 CFR 164.504(e)(2)(i)(B). D. BA may use PHI to report violations of law to appropriate Federal and State authorities consistent with 45 CFR 164,502(j)(1). 5. OBLIGATIONS OF COUNTY A. COUNTY shall notify BA of any limitation(s) in its notice of privacy practices of COUNTY in accordance with 45 CFR 164.520 to the extent that such limitation may affect BA's use or disclosure of PHI. B. COUNTY shall notify BA with any changes in or revocation of permission by an individual to use or disclose PHI to the extent that such changes may affect BA's use or disclosure of PHI. COUNTY shall notify BA of any restriction to the use or disclosure of PHI that COUNTY has agreed to in accordance with 45 CFR 164.522 to the extent that such restriction may affect BA's use or disclosure of PHI. 6. PERMISSIBLE REQUESTS BY COUNTY COUNTY shall not request BA to use or disclose PHI in any manner that would not be permissible under the Privacy Rule if done by COUNTY. Page 4 of 6 7. TERM AND TERMINATION A. Term — The term of this BAA shall be effective as of , 2006, and Shall terminate when all of the PHI provided by COUNTY to BA, or created or received by BA on behalf of COUNTY, is destroyed or returned to COUNTY or, if it is infeasible to return or destroy PHI, protections are extended to such information in accordance with the termination provisions of this section. B. Termination For Cause — Upon COUNTY's knowledge of a material breach by BA, COUNTY shall either: (I) Provide an opportunity for BA to cure the breach or end the violation and terminate this BAA and the CONTRACT if BA does not cure the breach or end the violation within the time specified by COUNTY and to COUNTY s satisfaction; or (2) Immediately terminate this BAA and the CONTRACT if BA has breached a material term of this BAA and cure is not possible. If neither termination nor cure is feasible, COUNTY shall report the violation to the Secretary. C. Effect of Termination (1) Except as provided in paragraph 2 of this section, upon termination of this BAA for any reason, BA shall return or destroy all PHI received from COUNTY, or created or received by BA on behalf of COUNTY, as directed by COUNTY. COUNTY shall have the sole authority to determine whether PHI shall be returned or destroyed and shall have the sole authority to establish the terms and conditions of such return or destruction. This provision shall apply to PHI that is in the possession of subcontractors or agents of BA. BA shall retain no copies of the PHI. (2) In the event that BA determines that retuning or destroying the PHI is infeasible, BA shall provide to COUNTY an explanation of the conditions that make return or destruction infeasible. Upon COUNTY's concurrence that return or destruction of PHI is infeasible, BA shall extend the protections of this BAA to such PHI and limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible for so long as BA maintains such PHI. 8. MISCELLANEOUS A. Regulatory References — A reference in this BAA to a section in the Privacy Rule means the section as in effect or as amended. (3) Page 5 of 6 _A AL AdAl -; rgi• oehlman, *reside t Bo. • Education Waterford School District Date: 5--Y- 412 41 B. Amendment — The parties agree to take such action as is necessary to amend this BAA from time to time as is necessary for COUNTY to comply with the requirements of the Privacy and Security Rules and the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191. C. Survival — The respective rights and obligations of BA under Section 7.(c) of this BAA shall survive the termination of this BAA. D. Confidentiality — BA agrees that the terms and conditions of this BAA shall be construed as a general confidentiality agreement that is binding upon BA even if it is determined that BA is not a Business Associate as that term is used in the Privacy Rule. E. Interpretation — Any ambiguity in this BAA shall be resolved to permit COUNTY to comply with the Privacy Rule. IN WITNESS WHEREOF, the Parties have executed this Business Associate Agreement on the '9)4,-- day of 1210.4.,-, ,2006. WATERFORD SCHOOL DISTRICT COUNTY OF OAKLAND A Michigan Constitutional Corporation Bill Bullard, Jr., Chairperson Oakland County Board of Commissioners Date: WITNESS: WITNESS: #m10 7v 2i- Page 6 of 6 FISCAL NOTE (MISC. #06124) BY: FINANCE COMMITTEE, CHUCK MOSS, CHAIRPERSON IN RE: DEPARTMENT OF HEALTH AND HUMAN SERVICES/CHILDREN'S VILLAGE, 2006-2009 WATERFORD SCHOOL DISTRICT AGREEMENT To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: Pursuant to Rule XII-C of this Board, the Finance Committee has reviewed the above-referenced resolution and finds: 1. Oakland County has contracted with the Waterford School District to ensure a quality education for residents of the Children's Village through the provision of educational and administrative staff by the District. 2. It is the mandate of statutory law that the Waterford School District shall educate all pupils within its district. In the performance of that duty, the statue further provides: "(5) a general powers school district may enter into agreements or cooperative arrangements with other entities, public or private, or join organizations as part of performing the function of the school district." 3. In order to maintain a quality level of education the negotiated agreement is proposed for three (3) school years beginning July 1, 2006 and ending June 30, 2009, with annual budget negotiations to begin no later than February 28 of each school year. 4. Total net cost for Fiscal Year 2006/07 is $481,002. This is a decrease of $129,606 from the previous 2005/06 agreement (Amendment #3) of $610,608. 5. Gross school district cost for the 2006/07 school year is $2,545,089, of which, $2,064,087 is expected to be reimbursed by the State for State Aid and Court Placed Student Reimbursement leaving a net expense of $481,002. The net expense is eligible for reimbursement from State Child Care Fund which is 50% reimbursable up to cap. Child Care Reimbursement is receipted in Child Care Fund under Non-Departmentals. 6. Funding relating to the acceptance of this agreement has been included in the FY 2007 and FY 2008 County Executive Recommended budget, no budget amendments are required. FINANCE COMMITTEE Resolution #06124 Moved by Patterson supported by Moss the resolution be adopted. Discussion followed. June 15, 2006 Moved by Melton supported by Coleman the resolution be amended to add three BE IT FURTHER RESOLVED paragraphs to read as follows: BE IT FURTHER RESOLVED that the funding for this agreement is approved for a one (1) year budget. BE IT FURTHER RESOLVED that annual budgets under this agreement are subject to the Oakland County Board of Commissioners' annual approval through the committee process. BE IT FURTHER RESOLVED that the County Executive Administration and Waterford School District will engage in conversations with the Oakland Intermediate School District to identify Children's Village's eligibility for additional special education or vocational funding or support services. Discussion followed. Commissioner Woodward requested Corporation Counsel to clarify if the County would be locked in for three (3) years. Judith Cunningham, Corporation Counsel, addressed the issue. Discussion followed. Chairperson Bill Bullard, Jr. recognized Judith Cunningham, Corporation Counsel, who again addressed the board to clarify the resolution. Discussion followed. Moved by KowaII supported by Scott to call the question. Chairperson Bill Bullard, Jr. requested Deputy/Clerk Register James VanLeuven to clarify if the ruling to call the question was proper. Deputy/Clerk Register James VanLeuven stated that it was improper to call the question when there were Commissioners who had still requested to speak. Commissioner Woodward wanted it stated for the record that he did not agree with trying to eliminate further debate by calling the question. I IERBIY TIE FORBORE IESOLUTION h5 l oc Discussion continued. Vote on Melton's amendment: AYES: Gershenson, Gregory, Hatchett, Melton, Nash, Suarez, Woodward, Zack, Coleman, Coulter. (10) NAYS: Jamian, KowaII, Long, Middleton, Molnar, Moss, Palmer, Patterson, Potter, Rogers, Scott, Wilson, Bullard, Crawford, Douglas. (15) A sufficient majority not having voted in favor, the amendment failed. Discussion followed. Vote on resolution: AYES: Gregory, Hatchett, Jamian, KowaII, Long, Melton, Middleton, Molnar, Moss, Nash, Palmer, Patterson, Potter, Rogers, Scott, Suarez, Wilson, Woodward, Zack, Bullard, Coleman, Coulter, Crawford, Douglas, Gershenson. (25) NAYS: None. (0) A sufficient majority having voted in favor, the resolution was adopted. 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. Ruth Johnson, County Clerk