HomeMy WebLinkAboutResolutions - 2024.10.24 - 41528
AGENDA ITEM: Exception to Bid Process for Extension of Sixth Circuit Strategic Planning Facilitator
Services with Dr. Brenda Wagenknecht-Ivey, Ph.D.
DEPARTMENT: Circuit Court
MEETING: Board of Commissioners
DATE: Thursday, October 24, 2024 7:22 PM - Click to View Agenda
ITEM SUMMARY SHEET
COMMITTEE REPORT TO BOARD
Resolution #2024-4593
Motion to approve an exception to the County bid process for an extension of Sixth Circuit strategic
planning facilitator services with Dr. Brenda Wagenknecht-Ivey, Ph.D.
ITEM CATEGORY SPONSORED BY
Contract Gwen Markham
INTRODUCTION AND BACKGROUND
The Sixth Judicial Circuit Court was recently awarded a technical assistance grant from the State
Justice Institute (SJI) to be used for strategic planning. This is anticipated to aid the Court in
identifying processes and policies that can be improved and unified as we move toward
implementing the state MiCourt case management system. The Court seeks to hire a thought leader
in Court specific strategic planning to assist. There are only a few individuals who work in this field
and have the necessary experience with Michigan Courts.
The Court has contacted the State of Michigan Supreme Court, National Center for State Courts,
National Association of Court Managers, as well as the State Court Administrative Office to obtain
recommendations and contact information. Upon contacting the individuals only one is available to
work in the time frame needed and that individual has indicated they will not respond to RFP given
their current commitments. The Court would like approval to proceed with hiring this individual as
they are a nationally recognized thought leader in Court strategic planning and there is not a
likelihood of any other qualified individual responding to an RFP.
The funding for this project is in part from the SJI grant and in part grant match reallocated from
funding already in the Court budget.
BUDGET AMENDMENT REQUIRED: No
Committee members can contact Barbara Winter, Policy and Fiscal Analysis Supervisor at
248.821.3065 or winterb@oakgov.com or the department contact persons listed for additional
information.
CONTACT
Richard Lynch, Circuit Court Administrator
ITEM REVIEW TRACKING
Aaron Snover, Board of Commissioners Created/Initiated - 10/24/2024
AGENDA DEADLINE: 11/03/2024 7:22 PM
ATTACHMENTS
1. Contract Exception No Bid form Sixth Circuit Court Strategic Planning October 4, 2024
2. Proposed Facilitator Contract October 15, 2024
COMMITTEE TRACKING
2024-10-16 Finance - Recommend to Board
2024-10-24 Full Board - Adopt
Motioned by: Commissioner Michael Gingell
Seconded by: Commissioner Penny Luebs
Yes: David Woodward, Michael Spisz, Michael Gingell, Penny Luebs, Karen Joliat, Kristen
Nelson, Christine Long, Robert Hoffman, Philip Weipert, Gwen Markham, Angela Powell, William
Miller III, Yolanda Smith Charles, Brendan Johnson, Ajay Raman, Ann Erickson Gault, Linnie
Taylor (17)
No: None (0)
Abstain: None (0)
Absent: Marcia Gershenson, Charles Cavell (2)
Passed
INDEPENDENT CONTRACTOR AGREEMENT FOR STRATEGIC
PLANNING SERVICES FOR THE SIXTH JUDICIAL CIRCUIT COURT
This Independent Contractor Agreement (the “Agreement”), made as of Insert
appropriate date
between, ____________. (“Contractor”) located at __________ and the Sixth Judicial
Circuit (“Court”). Contractor and Court shall be collectively referred to as “Parties.”
The Court wishes to retain Contractor to assist it with certain specified activities and
consulting services with respect to its ongoing mission, and Contractor wishes to provide
the Court with such consulting services.
NOW THEREFORE, the Parties agree as follows:
1. Services. Contractor shall, at the reasonable request of the Court, provide the
services listed in Exhibit A. Additional services not contemplated in this
Agreement may be provided if mutually agreed upon in writing by the Parties.
2. Fees: Total Project Cost is $______
(a) Compensation: Contractor shall be paid in accordance with Exhibit A. Any
payment for work outside of the scope requires prior written authorization by
the Court.
(b) Expenses: The Court agrees to reimburse Contractor for reasonable travel and
other expenses incurred in providing the services listed in Exhibit A. Travel
costs are estimated to be. Travel expenses include cost of round trip airfare,
hotel, meals, ground transportation, parking, and incidental expenses.
Contractor will make every attempt to minimize travel costs by making travel
arrangements in advance, etc. Contractor shall invoice the Court monthly. The
Court shall pay the invoiced amounts within thirty (30) days of its receipt of
the invoices.
3. Independent Contractor. Contractor is an independent contractor. Nothing in this
Agreement or otherwise shall be construed to characterize Contractor as a partner,
joint venture, employee, servant, agent, and/or other representative of the Court
other than an independent contractor. For all tax purposes, federal, state, and/or
local, Contractor shall not be treated as an employee of the Court. Contractor shall
be solely responsible for payment of all self-employment taxes, income taxes,
and/or any and all other taxes or sums due to any federal, state, or local
government entity, or agency thereof, on account and/or arising out of this
Agreement and/or Contractor’s independent contractor relationship with the
Court.
4. Warranty. Contractor warrants that all services provided under this Agreement
will be provided in a proper and workmanlike manner in accordance with all
applicable laws, regulations, and customs. Contractor warrants that he/she has the
requisite expertise and ability to perform the services provided under this
Agreement.
5. Confidentiality. Contractor shall not reveal confidential information provided by
the Court or the Court’s clients or stakeholders. Contractor shall not use the trade
secrets or confidential information in any way or manner, for Contractor’s own
benefit or the benefit of others, except as required in the course of this Agreement
with the Court. Contractor agrees and promises, not to make known to other
person, firm, or corporation the names, addresses or any other information of any
the Court’s customers or vendors.
6. Intellectual Property. During the terms of this Agreement, Contractor may have
access to and become acquainted with various trade secrets, copyrights and
trademarks of the Court, all of which are owned by the Court and regularly used
in the operation of the Court’s business.
Contractor shall not misuse, misappropriate, give, sell, furnish, or disclose
whether for consideration or not for consideration, and whether or not during or
following this Agreement with the Court, or at any time thereafter, any trade
secrets, copyrights, trademarks or other information of the Court.
7. Proprietary Representations. The Contractor represents and warrants that the
performance of its obligations hereunder shall not violate any proprietary,
contractual or personal rights of others including, without limitation, any
copyrights, privacy rights, patents, trademarks, trade names or trade secrets and
further that the work will be factually accurate and contain no matter libelous,
slanderous, defamatory or otherwise unlawful. The Contractor represents and
warrants that the work performed hereunder shall be its own original work or it
shall have obtained all necessary permissions from any persons, entities or
organizations whose materials are included in the work.
8. Release of Information. All media releases, public announcements, or public
disclosures relating to the work produced pursuant to this Agreement shall be
coordinated with and approved by the Court prior to any release.
9. Contingencies. In the event that, due to any unforeseeable circumstances beyond
the reasonable control of, and without the fault or negligence of the Contractor,
including without limitation, acts of God, war, national emergency, terrorism
and/or responses thereto, government regulations, strikes and civil disorder, the
Contractor fails to perform under this Agreement, such failure shall not constitute
a default in performance, and the Court shall grant the Contractor such extensions
of time as may be reasonable, necessary, and possible to facilitate contract
completion.
10. Ownership of Work and Rights in Work. Contractor hereby assigns to the Court
and its successors and assigns all of his/her rights, titles, interests, and ownership
in the Work, including but not limited to copyrights and trade secret rights and
the rights to secure any renewals, reissues, and extensions thereof. Contractor
understands that the Court may register the copyright and other rights in the Work
in the Court’s name. Contractor hereby agrees to sign such applications,
documents, assignment forms and other papers as the Court requests from time to
time to further confirm this assignment. Contractor further understands that the
Court has full, complete and exclusive ownership of the Work. Contractor agrees
not to use the Work for the benefit of anyone other than the Court, without the
Court’s prior written permission and the Court agrees it will not use any of the
proprietary work of the Contractor without prior written permission.
11. Insurance . The Contractor, at its expense, must maintain during the term of this
Contract the following insurance:
a. Professional Liability Insurance endorsed to include Directors and Officers
insurance and providing Errors and omissions coverage, and Personal and
Advertising Injury coverage at least $__________per occurrence and
$________aggregate arising in connection with the performance of the
Contractor’s responsibilities under the Contract.
b. Worker’s Compensation insurance is waived as the parties do not share an
employer-employee relationship.
c. Commercial General Liability insurance, endorsed to include Contractual
Liability, with minimum limits of $______ each for bodily injury and
property damage, per occurrence and in the aggregate.
d. Commercial Automobile Liability (owned, non-owned, and leased
vehicles) with minimum combined single limits of $___.
e. All insurance must be obtained under valid and enforceable policies issued
by recognized, responsible insurers qualified to conduct business in
Michigan, which are well rated by national rating organizations. All
companies providing the coverage required shall be licensed or approved
by the Insurance Bureau of the State of Michigan and shall have a financial
rating no lower than XI and a policy holder’s service rating no lower than
[A] as listed in A.M. Best’s Key rating guide, current edition or interim
report.
f. Insurance policies must name the Court and County of Oakland as an
additional insured and loss payee, and must not be canceled or materially
changed without at least 30 days prior notice from the Contractor to the
Court and County. The Contractor must submit certificates evidencing the
insurance to the Court Administrator’s Office and Oakland County Risk
Management Division at the time the Contractor executes the Contract, and
at least 15 days prior to the expiration dates of the expiring policies.
12. Compliance with Law. The Contractor shall comply with all applicable federal,
state and local laws and regulations which may be imposed or levied upon the
subject matter of this Agreement, regardless of whether those legal requirements
are specifically referenced in this Agreement.
13. Termination. This contract becomes effective on the Effective Date Above, and
remains in effect until (Insert date)____________________ or until terminated by
either party. Either party has the right to terminate this Agreement upon 15 days
written notice to the other party. Such notice shall not be effective until it is
actually received. To the extent that Contractor has expended any time regarding
this Agreement and/or Services prior to receipt of such notice, Contractor shall be
paid pursuant to Paragraph 2 above for each hour or portion thereof spent
regarding the Services. Contractor shall provide the Court, and the Court shall
pay Contractor for all amounts due pursuant to this paragraph within thirty (30)
days of receipt of the invoice. Upon receipt of this payment, Contractor shall
immediately provide and/or return to the Court any and all information/materials
received from the Court along with all portions of the Services that were invoiced
by the Contractor.
14. Indemnification. The Contractor agrees to indemnify, defend, and hold harmless
the Court and the Court’s directors, officers, employees, successors, and assigns
from all against any and all third party claims, demands, losses, liabilities, actions,
lawsuits, proceedings, judgments, awards, and expenses (including reasonable
attorneys’ fees) to the extent resulting from any wrongful act or omission, whether
negligent or willful or indemnifying party. This section is not to be construed as
a waiver of any immunity the Court and its officials, officers, agents, or employees
have as provided by statute or modified by court decision.
15. Entire Agreement. This Agreement represents the entire agreement between the
Parties relating to the subject matter herein, and it supersedes all other oral and
written proposals and representatives. The Agreement may only be amended in
writing signed by both Parties.
16. Assignment. This Agreement shall not be assigned or otherwise transferred
without the prior written consent of the other party.
17. Governing Law. This agreement is governed by the laws of the State of Michigan.
Any disputes arising out of or relating to this Agreement, or the breach thereof,
shall be settled through discussion between the Parties in good faith. If such
disputes are not settled between the Parties, each Party retains all rights to pursue
legal claims related to the Agreement. The Contractor and the Court agree that in
any claim, action, suit, or proceeding brought or initiated by either Party to
enforce, interpret, or decide any claim or issue arising under or otherwise related
to this Agreement, shall be initiated, raised, or brought only in the Sixth Judicial
Circuit Court of the State of Michigan and/or in the United States District Court
for the Eastern District of Michigan, Southern Division. The Parties each hereby
consent and submit, in advance, to such jurisdiction and that venue shall be proper
in these courts on any such matter. The choice of forum set forth in this Section
shall not be deemed to preclude the enforcement of any judgment obtained in such
forum or the taking of any action under this Agreement to enforce such judgment
in any appropriate jurisdiction.
CONTRACTOR: Court____________________:
______________________ _________________________
XXXXXXXXXXXX XXXXX
XXXXXXXXXXXX XXXXX, XXXXX
XXXXXX XXXXXXX
__________________________ __________________________
Date Date