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HomeMy WebLinkAboutReports - 2023.08.17 - 40497 AGENDA ITEM: Waterford School District Interlocal Agreement DEPARTMENT: Public Services - Children's Village MEETING: Board of Commissioners DATE: Thursday, August 17, 2023 7:39 PM - Click to View Agenda ITEM SUMMARY SHEET COMMITTEE REPORT TO BOARD Resolution #2023-3201 Motion to approve the attached interlocal agreement with the Waterford School District for the period covering August 21, 2023 through August 20, 2028. ITEM CATEGORY SPONSORED BY Contract Penny Luebs INTRODUCTION AND BACKGROUND Michigan Law requires the Waterford School District to provide educational services to the youth who reside at Children's Village because Children's Village is located within the legal boundaries of the Waterford School District. Providing a quality education for residents of Children's Village is required by the State of Michigan, Division of Child Welfare Licensing (DCWL). Oakland County and the Waterford School District have contracted to ensure a quality education through the provision of educational and administrative staff by the District, reimbursed by the County. The majority of the Waterford School District's revenue support for the Children's Village school comes from State Aid. In order to maintain a quality level of education, the negotiated agreement is proposed for five (5) school years beginning August 21, 2023, and ending August 20, 2028 with annual budget amendments to be negotiated no later than February 28th of each year. The budget starting for the school year 2023-2024 includes an increase by the State of Michigan per pupil from $9,150 to $9,608, and an increase in funding of $458 per pupil. The projected net costs to the County for the 2023-2024 school year and the 2024-2025 school year are $182,222 and $217,119, both of which are eligible for 50% reimbursement from the State Child Care Fund. At the end of the school year, when all student count information has been verified, and all available funding has been applied, a reconciliation will be completed by the Waterford School District prior to the final invoice submitted to Children’s Village for that school year. BUDGET AMENDMENT REQUIRED: No Committee members can contact Michael Andrews, Policy and Fiscal Analysis Supervisor at 248.425.5572 or andrewsmb@oakgov.com, or the department contact persons listed for additional information. CONTACT Heather Calcaterra, Manager Children's Village-UNI Barbara Hankey, Director Public Services ITEM REVIEW TRACKING Aaron Snover, Board of Commissioners Created/Initiated - 8/17/2023 AGENDA DEADLINE: 08/27/2023 7:39 PM ATTACHMENTS 1. OC and WSD Agreement 8.3.23 BGB Final COMMITTEE TRACKING 2023-08-03 Public Health & Safety - Recommend to Board 2023-08-17 Full Board - Approve Motioned by: Commissioner Robert Hoffman Seconded by: Commissioner Brendan Johnson Yes: David Woodward, Michael Spisz, Penny Luebs, Karen Joliat, Kristen Nelson, Christine Long, Robert Hoffman, Philip Weipert, Gwen Markham, Angela Powell, Marcia Gershenson, William Miller III, Yolanda Smith Charles, Charles Cavell, Brendan Johnson, Ajay Raman (16) No: None (0) Abstain: None (0) Absent: Gary McGillivray, Michael Gingell (2) Passed INTERLOCAL AGREEMENT BETWEEN OAKLAND COUNTY AND THE WATERFORD SCHOOL DISTRICT (August 21, 2023 – August 20, 2028) This Agreement (“Agreement”) is made and entered into between the County of Oakland, (“County”), a Michigan Constitutional and Municipal Corporation and a political subdivision of the State of Michigan whose address is 1200 North Telegraph, Pontiac, Michigan 48341 and the Waterford School District (“District”), a General Powers School District per the Revised School Code being MCL 380.1 et seq., whose address is 501 N. Cass Lake Road, Waterford, Michigan 48328. In this Agreement, either the District or the County may also be referred to individually as a “Party” or jointly as the “Parties.” PURPOSE OF AGREEMENT. The County owns and operates Children’s Village, a State licensed Child Caring Institution (CCI) and pursuant to court order houses and maintains school- age children in the Charter Township of Waterford, Michigan and within the District’s boundaries. The Parties are authorized to enter into this Agreement pursuant to P.A. 1976, No. 451 (MCL 380.1 et seq.) and P.A. 1973, No 139 (MCL 45.551 et seq.). In consideration of the mutual promises, obligations, representations, and assurances in this Agreement, the Parties agree as follows: 1.DEFINITIONS. In addition to any other defined terms in this Agreement (e.g., “Agreement,” “County,” “Revised School Code,” “District,” “Party,” or “Parties,” etc.), the Parties agree that for all purposes, and as used throughout this Agreement, the following words and expressions used throughout this Agreement, whether used in the singular or plural, within or without quotation marks, or possessive or nonpossessive, shall be defined, and interpreted as follows: 1.1.Agreement means the terms and conditions contained in this Agreement, including any subsequent written modification, amendment, or addendum. 1.2.Claim(s) means any alleged loss, claim, complaint, demand for relief or damages, cause of action, proceeding, judgment, deficiency, liability, penalty, fine, litigation, costs, and/or expenses, including, but not limited to, reimbursement for attorney fees, witness fees, court costs, investigation expenses, litigation expenses, and amounts paid in settlement, which are imposed on, incurred by, or asserted against the County or Page 2 of 13 District, as defined herein, whether such claim is brought in law or equity, tort, contract, or otherwise. 1.3.County as this term may be used in this Agreement, “County” shall be further defined to include any and all “County Agents,” as defined herein. 1.4.County Agent shall be defined as any and all elected officials, appointed officials, directors, board members, council members, commissioners, authorities, other boards, committees, commissions, employees, third-party contractors, departments, divisions, volunteers, representatives, and/or any such persons’ successors (weather such persons act or acted in their personal representative or official capacities), and/or “County Agents” shall also include any person who was a County Agent any time during the term of this Agreement but, for any reason, is no longer employed, appointed, or elected and serving as an County Agent. 1.5.Day shall be defined as any calendar day, which shall always begin at 12:00 a.m. and end at 11:59:59 p.m. 1.6.District means the Waterford School District as defined above and shall further be defined to include any and all District Agents. 1.7.District Agent includes, without limitation its governing Board, any and all of its departments, divisions, elected and appointed officials, directors, board members, authorities, committees, employees, teachers, administrators, principals, assistant principals, psychologists, social workers, teacher’s aids, clerks, independent contractors, agents, volunteers, and/or any such persons, predecessors, or successors. 1.8.Resident(s) means school aged individuals per MCL 380.1 et seq., residing on any basis at Children’s Village. 2.DISTRICT SERVICES 2.1. The District in accordance with state laws shall determine and be responsible for providing an appropriate and required educational program for every Resident. The County shall have no responsibility for developing, implementing, or providing any education programs. The District shall be responsible for the supervision of all Residents while participating in any District supervised classes, programs, or activities. 2.2. The District shall employ and assign certified school teachers to teach all necessary and appropriate classes at the Children’s Village School including the Children’s Village A-Building and J-Building locations. Such school teachers shall be employed and assigned on the basis of appropriate certifications and qualifications as determined by the District. The District shall also employ and assign qualified administrative, professional, and support personnel, as necessary, to fully meet the educational needs of the Residents. All educational services under this Agreement are to be provided on- site, except that, in certain, limited, circumstances, remote learning may be utilized. 2.3. The District shall employ and provide District Employees in both the numbers and classifications and for the Total District Expenditures shown in attached Budget Page 3 of 13 Addendum A, which is hereby incorporated into this Agreement, to provide for the necessary educational needs for all Residents. 2.4. The District agrees that the numbers and classifications described in Budget Addendum A of District Employees can provide for the complete educational needs of all anticipated Residents during the term of this Agreement. In the event there is a change in the population of Residents during the term of this Agreement, or should the District incur additional and unexpected expense associated with educating Residents with disabilities, 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. In the event that this meeting does not result in an agreement, the Dispute Resolution set forth in Section 22, below, will be followed. 2.5. The 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 District may be eligible to receive from any source for undertaking the responsibility of educating Residents in accordance with this Agreement. The 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 District to secure, obtain, pass through, generate, or otherwise provide to the District any funding or reimbursement the County may receive in connection with the education of any Resident, including but not limited to school lunch reimbursement, library grants, athletic equipment donations, etc., from any third-person, public agency, private agency, or governmental source. 2.6. The 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 District will submit a detailed statement to the County for the actual total expenditures it incurred providing services under this Agreement. 3.COUNTY OBLIGATIONS 3.1. The County will provide and maintain in good order at no cost to the District the facilities of the Children’s Village School buildings for the District’s use in educating Residents. The District shall not use the Children’s Village School buildings for any other purpose. 3.2. Subject to the terms of this Agreement the County agrees to reimburse the District for actual salary, fringe benefits, and administrative costs, as described in Budget Addendum A, that the District actually incurs and expends for, or on behalf of, any District Employee providing required educational services to Residents under the terms of this Agreement. 3.3. Budget Addendum A shall be reduced and offset and accordingly any County obligation to reimburse the District shall also be reduced and offset by any and all amounts received by the District from any state or federal government agency and/or any other public or private source, which amounts were received to aid, benefit, Page 4 of 13 support, or otherwise reimburse the District for any costs incurred in educating Residents. In the event that the actual Total District Revenues exceeds the Total District Expenditures as referenced in Budget Addendum A the District agrees it shall, at the County’s option, either credit or reimburse the County any excess amounts received. 3.4. Except as provided in subsection 2.4 above, the Parties agree that the County shall not have any financial obligations for any costs or expenses for any District Employee services under the terms of this Agreement beyond the amount shown in the Total District Expenditures and/or the Estimated Net County Costs on the Budget Addendum A. In the event of a shortfall in the anticipated Total District Revenues, or any increase in costs for current fringe benefits this matter shall be promptly presented to the Oakland County Board of Commissioners. In the event that this meeting does not result in an agreement, the Dispute Resolution process set forth in Section 22, below, will be followed. 3.5. The County agrees to pay the District an amount equal to twenty-five percent (25%) of the Total District Expenditures as show on 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 prior to the Agreement’s expiration. In the event of early termination of this Agreement, the County agrees to pay the District for the Total District Expenditures it incurred in providing services under this Agreement, from the date of the last regularly scheduled payment through the date of the termination. 3.6. All County payment obligations under the terms of this Agreement shall be based upon the Estimated Net County Costs (Total District Expenditures less Total School District Revenues received) as referenced in Budget Addendum A. Any disagreement between the Parties that may arise with regard to the quarterly statements referenced in section 2.6 shall be resolved, if possible, by a meeting of the Parties. The Party contesting the actual District costs or actual Total District Revenue shall give the other Party ten (10) days written notice of the meeting and delineating the nature of the disagreement or dispute. In the event that this meeting does not result in an agreement, the Dispute Resolution process set forth in Section 22, below, will be followed. Any adjustments to be made to the County’s payment obligation shall be reconciled through a separate billing and/or credit and reconciled as soon as possible after it becomes known. 4.NO INDEMNIFICATION. 4.1. Each Party shall be responsible for any Claim made against that Party and for the acts of its employees or agents. 4.2. In any Claim that may arise from the performance of this Agreement, each Party shall seek its own legal representation and bear the costs associated with such representation, including any attorney fees. 4.3. Except as otherwise provided in this Agreement and in Insurance Addendum B, neither Party shall have any right under this Agreement or under any other legal principle to Page 5 of 13 be indemnified by the other Party or any of its agents or employees in connection with any Claim. 4.4. This Agreement does not, and is not intended to, impair divest, delegate or contravene any constitutional, statutory, and/or other legal right, privilege, power, duty or immunity of the Parties. Nothing in this Agreement shall be construed as a waiver of governmental immunity for either Party. 5.INSURANCE. The District shall throughout the term of this Agreement comply with all, terms, conditions, and insurances requirements as described in Insurance Addendum B which is hereby incorporated into and made part of this Agreement. 6.INDEPENDENT CONTRACTOR. The District’s relationship to the County is that of an independent contractor. Nothing in this Agreement is intended to establish an employer- employee relationship between the County and either the District or any District employee. All District employees assigned to provide services under this Agreement by the District shall, in all cases, be deemed employees of the District and not employees, agents or subcontractors of the County and the District shall remain solely and completely liable for any and all 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 District employee employment status or any applicable employment contract. 7.PERMITS AND LICENSES. The District, at District’s sole expense, shall be responsible for obtaining and continuously maintaining throughout the term of this Agreement all necessary licenses, including any business and professional licenses, permits, certificates, and any other required governmental authorizations necessary for District, and/or a District employee, to perform any District obligations under this Agreement. At the County’s request, the District shall furnish to the County copies of any such licenses, permits, certificates, or any other governmental authorizations. 8.AGREEMENT INTERPRETATION. The Parties agree that performance under this Agreement will be conducted in compliance with all federal, Michigan, and local laws and regulations. This Agreement is made and entered into in the County of Oakland and in the State of Michigan. The language of all parts of this Agreement is intended to and under all circumstances to be construed as a whole according to its fair meaning and not construed strictly for or against any Party. 9.TERMINATION OR CANCELLATION OF AGREEMENT. Either Party may terminate and/or cancel this Agreement upon ninety (90) Days written notice to the other Party. The effective date of termination and/or cancellation shall be clearly stated in the written notice. Page 6 of 13 Termination of this Agreement does not release any Party from any obligations that Party has pursuant to any law. 9.1. In the Event that the County terminates this Agreement, as provided for in this section, prior to its scheduled expiration and should the District incur increased unemployment benefit costs paid to any District Employee as a direct result of this early termination, the County shall reimburse the District for such increased unemployment insurance benefit costs up to a maximum of Two Hundred Thousand ($200,000.00) Dollars. Furthermore, the District agrees that it shall take all reasonable and necessary action to minimize any expense to the county for any District Employee’s unemployment compensation costs. The County shall not have any obligation to the District for any unemployment insurance benefit costs or expenses under any other circumstances except as provide for in this paragraph and shall have no obligation to the District for any unemployment compensation benefit expenses that the District may incur after the expiration of this Agreement. 10.NO IMPLIED WAIVER. Except as otherwise expressly provided for in this Agreement: 10.1. Absent a written waiver, no act, failure, or delay by a Party to pursue or enforce any rights or remedies under this Agreement shall constitute a waiver of those rights with regard to any existing or subsequent breach of this Agreement. 10.2. No waiver of any term, condition, or provision of this Agreement, 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 Agreement. 10.3. No waiver by either Party shall subsequently affect its right to require strict performance of this Agreement. 11.SEVERABILITY. If a court of competent jurisdiction finds a term, or condition, of this Agreement to be illegal or invalid, then the term, or condition, shall be deemed severed from this Agreement. All other terms, conditions, and provisions of this Agreement shall remain in full force. 12.AGREEMENT MODIFICATIONS OR AMENDMENTS. Any modifications, amendments, rescissions, waivers, or releases to this Agreement must be in writing and executed by both Parties. The Parties agree that no such modification, rescission, waiver, release or amendment of any provision of this Agreement shall become effective against the County unless signed for by the Oakland County Board of Commissioners, or against the District, unless signed by the Waterford School District Board of Education. The Parties further agree that this Agreement shall not be changed, supplemented, or amended, in any manner, except as provided for herein, and no other act, verbal representation, document, usage or custom shall be deemed to amend or modify this Agreement in any manner. Page 7 of 13 13.DELEGATION/SUBCONTRACT/ASSIGNMENT. Neither Party shall delegate, subcontract, and/or assign any obligations or rights under this Agreement without the prior written consent of the other Party. 14.E-VERIFY. “E-Verify” means an Internet based system operated by the Department of Homeland Security (DHS) in partnership with the Social Security Administration (SSA) that allows participating contractors to electronically verify the employment eligibility of its newly hired employees. 14.1. In accordance with the Oakland County Board of Commissioners Miscellaneous Resolution No. 09116 (July 30, 2009 Oakland County Board of Commissioners Minutes, pp 37-38), and unless otherwise expressly exempted elsewhere in this Agreement, the District must first certify it has registered with, will participate in, and continue to utilize, once registered, the E-Verify Program, or any successor program implemented by the federal government or its departments or agencies, to verify the work authorization status of all newly hired District Employees. 14.2. District’s execution of this Agreement constitutes a certification that District is authorized to certify on its behalf and does hereby certify that it has registered with, has and will participate in, and does and will continue to utilize, once registered and throughout the term of this Agreement and any permissible extension hereof, the E- Verify Program, or any successor program implemented by the federal government or its departments or agencies, to verify the work authorization status of all newly hired employees employed by the District. 14.3. District’s failure to comply with the above E-verify terms or conditions will be considered a material breach of this Agreement. 15.HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 (“HIPAA”). This Parties agree that this section represents a Memorandum of Understanding between the Parties to comply, when applicable, with the requirements of the Health Insurance Portability and Accountability Act of 1996 (HIPAA), as amended by the Health Information Technology for Economic and Clinical health Act (“HITECH Act”) provisions of the American Recovery and Reinvestment Act of 2009 (“ARRA”) and the implementing federal regulations such as those found at 45 CFR 160 through 164 inclusive. 16.NOTICES. Notices given under this Agreement shall be in writing and shall 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 on the date when one of the following first 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. 16.1. If Notice is sent to the County, it shall be addressed and sent to: the Director of Public Services at 1200 North Telegraph, Building 28E, Pontiac, Michigan 48341 and the Page 8 of 13 Manager of Children’s Village at 1200 N. Telegraph, Building 63 W, Pontiac, Michigan 48341. 16.2. If Notice is sent to the District, it shall be addressed and sent to: the Superintendent of Waterford School District at 501 N. Cass Lake Road, Waterford, Michigan 48328. 16.3. Either Party may change the address and/or individual to which Notice is sent by notifying the other Party in writing of the change. 17.CAPTIONS. The section and subsection numbers, captions, and any index to such sections and subsections contained in this Agreement are intended for the convenience of the reader and are not intended to have any substantive meaning. The numbers, captions, and indexes shall not be interpreted or be considered as part of this Agreement. 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 Agreement shall be deemed the appropriate plurality, gender or possession as the context requires. 18.FORCE MAJEURE. Each Party shall be excused from any obligations under this Agreement during the time and to the extent that a Party is prevented from performing due to causes beyond the Party's control, including, but not limited to, an act of God, war, fire, strike, labor disputes, civil disturbances, reduction of power source, or any other circumstances beyond the reasonable control of the affected Party. Reasonable notice shall be given to the other party of any such event. 19.GOVERNING LAW. This Agreement shall be governed, interpreted, and enforced by the laws of the State of Michigan without giving effect to its conflict of law principles. 20.JURISDICTION AND VENUE. Except as otherwise required by law or court rule, any action brought to enforce, interpret, or decide any Claim(s) arising under or related to this Agreement 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 judgment obtained in such forum or taking action under this Agreement to enforce such judgment in any appropriate jurisdiction. 21.AGREEMENT DURATION. The term of this Agreement shall begin on August 21, 2023, and end at 11:59 P.M. on August 20, 2028, without any further act or notice being required from either PARTY. The Parties agree that Budget Addendum A will be amended annually. The District will notify the County no later than February 28th with an amended Budget Addendum A that will be utilized the following July 1st. In the event the District does not notify the County with an amended Budget Addendum A the existing Budget Addendum A will be utilized for that fiscal year. Page 9 of 13 22.DISPUTE RESOLUTION. The parties agree to work in good faith toward resolution of disputes arising during the term of this Agreement. If they are unable to resolve the dispute through informal discussions between respective designated agents of the parties, either party may submit a written statement to the other party describing and proposing a manner of resolving that dispute. The party receiving such objection shall respond by accepting, rejecting, or modifying such proposal, in writing, within thirty (30) days of the date that it receives the Proposal. If the proposal is accepted, then the acceptance shall be deemed an agreement between the parties. If the proposal is rejected or modified, then the parties shall resume good faith efforts to resolve the dispute for a period of thirty (30) days after notice of the rejection or modification is given. 23.ENTIRE AGREEMENT. This Agreement along with Budget Addendum A and Insurance Addendum B represent the entire Agreement and understanding between the Parties and are hereby incorporated into this Agreement. This Agreement supersedes all other prior oral or written understandings, communications, or agreements between the Parties. Page 10 of 13 WATERFORD SCHOOL DISTRICT: BY:________________________________ DATE:_______________________ ___________________________________, President, Board of Education THE COUNTY OF OAKLAND BY:________________________________ DATE:_______________________ ___________________________________, Chairperson, Oakland County Board of Commissioners Page 11 of 13 BUDGET ADDENDUM A Children's Village Budget Any and all defined words or phrases in the Agreement between the Parties will apply equally throughout this Addendum. Children’s Village 2023-2024 Budget Expenditures FTE Budget FTE Budget FTE Budget Salaries (1.5% increase FY25) Teachers 11.00 849,119 11.00 861,856 -12,737 Drivers Education --- Coaching 10,445 10,602 -157 Psychologist 0.10 8,219 0.10 8,342 -123 Physical & Occupational Therapist 0.06 5,220 0.06 5,298 -78 School Social Worker 0.50 32,495 0.50 32,983 -488 Speech Pathologist 0.05 3,773 0.05 3,830 -57 Teacher Assistants 3.00 94,902 3.00 96,326 -1,424 School Liaison 1.00 130,358 1.00 132,313 -1,955 Secretarial 3.00 82,704 3.00 83,945 -1,241 Referee Total Salaries 1,217,235 1,235,495 18,260 Fringe Benefits (2% increase FY25)580,772 592,387 11,615 Total Salaries and Fringe Benefits 1,798,007 1,827,882 29,875 Other Expenditures Administrative Office Costs Educational Supplies 60,196 60,196 - Transportation - Homeless Indirect Costs at 3.472%63,051 67,307 4,256 Summer School 49,733 50,499 766 Total Expenditures 1,970,987 2,005,884 34,897 Revenues State Aid (based on est count of 52)501,634 501,634 - Special Ed Sec 52 & 53 Reimbursement (based on estimated count of 18)178,517 178,517 - Court Placed Student Reimbursement (est)1,108,615 1,108,615 - Oakland Schools PA-18 -- Total Revenues 1,788,765 1,788,765 - Estimate Okland County Costs (net)182,222 217,119 34,897 Title 1 Part D Award 600,115 624,887 698,190 Expenditures 4.0 518,460 4.0 417,552 4.0 417,257 * * As of 6/23/23 2023-2024 2024-2025 Change (Intent is for the County to cover costs not allowable per the State: secretarial expenses over 1.5 FTE, summer school, and indirect costs.) 2020-2021 2021-2022 2022-2023 Page 12 of 13 INSURANCE ADDENDUM B Any and all defined words or phrases in the Agreement between the Parties will apply equally throughout this Addendum. Any and all other terms and conditions set forth in the Agreement between the Parties shall remain in full force and effect and shall not be modified, excepted, diminished, or otherwise changed or altered by this Addendum except as expressly provided in this Addendum. During this Agreement, the District shall provide and maintain, at District’s own expense, all insurance as set forth and marked below, protecting the County against any Claims, as defined in this Agreement. The insurance shall be written for not less than any minimum coverage herein specified. Limits of insurance required in no way limit the liability of the District. 1.Commercial General Liability insurance, Occurrence Form including: a) Premises and Operations; b) Products and Completed Operations; c) Personal and Advertising Injury with Contractual and Employee exclusions deleted); d) Independent Contractors; e) Blanket Broad Form Contractual including coverage or obligations assumed in this Agreement; f) Broad Form Property Damage; with limits of no less than: $1,000,000 – Each Occurrence Limit $1,000,000 – Personal & Advertising Injury $1,000,000 – Products & Completed Operations Aggregate Limit $2,000,000 – General Aggregate Limit $500,000 – Fire Damage Limit (Any One Fire) 2.Commercial Automobile Liability insurance covering liability arising out of the use of any owned, borrowed, hired or non-owned auto with a limit of not less than $1,000,000 each occurrence for bodily injury and property damage and including Michigan No-Fault coverage. 3.Workers’ Compensation insurance as statutorily required by Michigan and Employers Liability insurance with limits of no less than $500,000 each accident, $500,000 disease each employee, and $500,000 disease policy limit. 4.Commercial Umbrella/Excess Liability insurance with a minimum limit of $2,000,000 each occurrence and $2,000,000 annual aggregate which provides excess coverage over General Liability, Automobile Liability and Workers’ Compensation Employers Liability. Umbrella or Excess Liability coverage shall be no less than following form of primary coverage or broader. 5.Professional Liability insurance including sexual abuse and molestation with a minimum limit of $1,000,000 each claim and $1,000,000 annual aggregate. 6.Commercial Property insurance. The District shall be responsible for obtaining and maintaining insurance covering their owned equipment and owned personal property against all loss of physical damage and shall hold the County harmless against any and all claims, actions, damages, losses or liabilities arising from the use, possession, operation or Page 13 of 13 control of the equipment and personal property and shall waive their and their insurer(s) rights of subrogation. 7.General insurance conditions: the aforementioned insurance policies shall be endorsed, as applicable, and shall contain the following terms, conditions, and/or endorsements. All certificates of insurance shall provide evidence of compliance with all required terms, conditions, or endorsements. a. All policies of insurance or self-insurance shall be on a primary, non-contributory basis with any other insurance or self-insurance carried by the County; b. Any and all deductibles or self-insured retentions in any of the above described policy(s) shall be assumed by and be at the sole risk of the District; c. All policies, with the exception of Workers’ Compensation and Professional Liability, shall be endorsed to name the County as Additional Insured; d. All policies shall be endorsed to provide a written waiver of subrogation in favor of the County; e. If any policies are written on a claims-made form, the District agrees to maintain such coverage continuously throughout the term of this Agreement and, without lapse, for an extended reporting period (tail coverage) of no less than three years following termination of this Agreement (including renewals, extensions, or replacements thereof). Any such policies shall have a retroactive or prior acts effective date on or prior to the effective date of this Agreement; f. The District shall require their contractors or sub-contractors or by anyone for whose acts they may be held liable to carry insurance in the coverages and limits specified in this Agreement unless otherwise agreed to and approved by Oakland County Risk Management; e. All insurance carriers shall be licensed and approved to do business in the State of Michigan and shall have and maintain a minimum A.M. Best’s rating of A VII; f. All certificates of insurance must provide thirty-days (30) written notice of cancellation, non-renewal, or material change and must include the County as Additional Insured. Certificates of insurance must be provided no less than ten (10) working days prior to commencement of Agreement and must bear evidence of all required terms, conditions and endorsements;