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HomeMy WebLinkAboutResolutions - 2025.02.11 - 41878OAKLANDF COU NTY MICHIGAN BOARD OF COMMISSIONERS AGENDA ITEM: Interlocal Agreement for Attorney Performance Evaluations DEPARTMENT: Indigent Defense MEETING: Board of Commissioners DATE: Tuesday, February 11, 2025 6:00 PM - Click to View Aqenda Resolution #2025-4864 Motion to approve the attached Interlocal agreements and authorize the Chair of the Board to execute these agreements with the Cities of Ferndale. Madison Heights. Oak Park, Southfield and Pontiac, the Township of Waterford, as well as any other agreements executed by the other funding units in Oakland County that are substantially similar to the template agreement as reviewed and approved by Corporation Counsel. CATEGORYITEM •• •- Contract Gwen Markham INTRODUCTION AND BACKGROUND Michigan Indigent Defense Commission (MIDC) Standard 7 takes effect this fiscal year. The Standard requires, among other things, that "The quality of the representation provided by indigent defense providers must be monitored and regularly assessed." Oakland County has created a new position in the Indigent Defense Services Office (IDSO) to conduct performance evaluations for our roster of independent contractor attorneys providing services in the 6th Circuit Court and the 52nd District Court. In an effort to standardize the process across the County, the IDSO has determined that it has the capacity to assist the other District Courts with their required performance evaluations as well. This requires interlocal agreements with the funding units for the non-52nd District Courts. The attached template agreement has been reviewed by Corporation Counsel and has a duration of five years. The Cities of Ferndale, Madison Heights, Oak Park, and Southfield and the Township of Waterford have executed the agreement. The City of Pontiac has executed the agreement with minor changes from the template which were also reviewed by Corporation Counsel. We expect the remaining funding units to execute the agreement by May of 2025. The position responsible for these performance evaluations is funded through the annual MIDC grant, and these agreements would terminate if for any reason this position ceased to exist. BUDGET AMENDMENT REQUIRED: No Committee members can contact Barbara Winter, Policy and Fiscal Analysis Supervisor at 248.821.3065 or winterb(d-),oakaov.com or the department contact persons listed for additional information. Pete Menna, Chief Attorney - Indigent Defense Aaron Snover, Board of Commissioners Created/Initiated - 2/11/2025 F-Aw4►1By-All 1l*_\11gI:I 1,1 1. Standard 7 Interlocal Template 2. Standard 7 Interlocal - Madison Heights Signed 3. Standard 7 Interlocal - Pontiac Signed 4. Standard 7 Interlocal - Southfield Signed 5. Standard 7 Interlocal - Oak Park Signed 6. Standard 7 Interlocal - Ferndale Signed 7. Standard 7 Interlocal - Waterford Signed 2025-02-05 Finance - Recommend to Board 2025-02-11 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. Angela Powell, Marcia Gershenson, William Miller III, Yolanda Smith Charles, Charles Cavell, Brendan Johnson, Ann Erickson Gault, Linnie Taylor, Robert Smiley (18) No: None (0) Abstain: None (0) Absent: Gwen Markham (1) Passed u-4 i r.riLOCAL AGREEMENT BETWEEN OAKLAND COUNTY AND [Insert Public Body] FOR MIDC STANDARD 7 REVIEW AND QUALIFICATION REQUIREMENTS This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and the [Insert Public Body] ("Public Body") [Insert Public Body Address]. County and Public Body may be referred to individually as a "Party" and jointly as "Parties." PURPOSE OF AGREEMENT. County and Public Body enter into this Ag.: ;..,: di pursuant to the Urban Cooperation Act of 1967, 1967 Public Act 7, MCL 124.501 et seq., for the purpose of complying with the Michigan Indigent Defense Commission Act of 2013, 2013 Public Act 93, MCL 780.981 et seq. (hereinafter "MIDC Act") and delineating the duties of the Parties related to complying with MIDC Standard 7 — Qualification and Review subject to the terms and conditions set forth in this Agreement, as described in Exhibits I and Exhibit II. In consideration of the mutual promises, obligations, representations, and assurances in this Agreement, the Parties agree to the following: DEFINITIONS. The following words and expressions used throughout this Agreement, whether used in the singular or plural, shall be defined, read, and interpreted as follows: 1.1. Agreement means the terms and conditions of this Agreement and any other mutually agreed to written and executed modification, amendment, Exhibit and attachment. 1.2. Chief Attorney means the department head of the County's Indigent Defense Services Office (hereinafter "IDSO") who will supervise the Principal Attorney who is performing the obligations outlined in Exhibit I. 1.3. Claims mean any alleged losses, claims, complaints, demands for relief or damages, lawsuits, causes of action, proceedings, judgments, deficiencies, liabilities, penalties, litigation, costs, and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation expenses, litigation expenses, amounts paid in settlement, and/or other amounts or liabilities of any kind which are incurred by or asserted against County or Public Body, or for which County or Public Body may become legally and/or contractually obligated to pay or defend against, whether direct, indirect or consequential, whether based upon any alleged violation of the federal or the state constitution, any federal or state statute, rule, regulation, or any alleged violation of federal or state common law, whether any such claims are brought in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 1.4. Confidential Information means all information and data that County is required or permitted by law to keep confidential, including, but not limited to, records of County's security measures, including security plans, security codes and combinations, passwords, keys, and security procedures, to the extent that the records relate to ongoing security of County as well as records or information to protect the security or safety of persons or property, whether public or private, including, but not limited to, building, public works, and public water supply designs relating to ongoing security measures, capabilities and plans for Page 1 of 11 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE responding to violations of the Michigan Anti-L... .s..,. Act, emergency response plans, risk planning documents, threat assessments and domestic preparedness strategies. 1.5. County means Oakland County, a Municipal and Constitutional Corporation, including, but not limited to, all of its departments, divisions, the County Board of Commissioners, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, volunteers, and/or any such person's successors. 1.6. Demeans any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. 1.7. Vxhibits mean the following exhibit(s), which are attached and incorporated into this A&. ;, u...:..t: Exhibit I: Scope of County Deliverables Exhibit II: Public Body Obligations 1.8. PegprWan�q Guidelinq and Core 4�omnetencies means the guidelines and requirements as developed by County for review of quality of representation provided by criminal attorneys. 1.9. Points of Contact mean the individuals designated by Public Body and identified to County to act as contacts for communication and other purposes as described herein. 1.10. Principal Attorgev means the licensed attorney reporting to the Chief Attorney of County's IDSO who will perform the work as outlined in Exhibit I. 1.11. Public Body means the [Insert Public Body] which is an entity created by state or local authority or which is primarily funded by or through state or local authority, including, but not limited to, its council, its board, its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, subcontractors, attorneys, volunteers, and/or any such persons' successors. For purposes of this Agreement, Public Body includes any Michigan court, when acting in concert with its funding unit. 2. COUNTY RESPONSIBILITIES. 2.1. County will perform the work as outlined in Exhibit I. County is not obligated or required to provide any additional services that are not specified in this Agreement and Exhibit I. 2.2. County may access, use, and disclose to third parties information, records, and any other content created by County under its Scope of Deliverables in Exhibit I to comply with the law, such as a subpoena, court order, or Freedom of Information Act request as detailed in Exhibit II. 3. PUBLIC BODY RESPONSIBILITIES. 3.1. Public Body shall comply with all terms and conditions in this Agreement and agree to comply with the obligations as set forth in Exhibit II. 3.2. Public Body shall respond to and be responsible for all information, FOIA, record, and other document requests directed to Public Body from County. 3.3. Third -party product or service providers may require County to pass through to Public Body certain terms and conditions contained in license agreements, service agreements, acceptable use policies and similar terms of service or usage, in order to provide Services to Page 2 of 11 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE Public Body. Public Body agrees to comply with these terms and conditions. Public Body must follow the termination provisions of this Agreement if it determines that it cannot comply with any of the terms and conditions. 4. DURATION OF INTERLOCAL AGREEMENT. 4.1. This Agreement and any amendments shall be effective when executed by both Parties with resolutions passed or other appropriate authorization given by the governing bodies of each Parry, except as otherwise specified herein. The approval and terms of this Agreement and any amendments, except as otherwise specified herein, shall be entered in the official minutes of the governing bodies of each Party. An executed copy of this Agreement and any amendments shall be filed by the County Clerk with the Secretary of State. 4.2. Unless extended by an Amendment, this Agreement shall remain in effect for five (5) years from the date the Agreement is completely executed by all Parties or until cancelled or terminated by any of the Parties pursuant to the terms of the Agreement. 5. ASSURANCES. 5.1. ResponsibWfv for Claims. Each Party shall be responsible for any Claims made against that Party by a third party, and for the acts or omissions of its employees and agents arising under or related to this Agreement. 5.2. Re! ponsibility for Attorney Fees Apo Costs, 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 judgments and attorney fees. 5.3. No Indemnification. 5.3.1. Except as otherwise provided for in this Agreement, neither Party shall have any right under this Agreement or under any other legal principle to be indemnified or. by the other Party or any of its agents in connection with any Claim. 5.3.2. Except as otherwise provided in this Agreement, this Agreement does not and is not intended to create any third -party obligation, duty, promise, contractual right or benefit, right to indemnification, right to subrogation, or any other right in favor of any third person or entity. 5.4. Costs, Figes. and Fees for Noncomuliance. Public Body shall be solely responsible for all costs, fines, penalties, assessments, and fees associated with its acts or omissions related to this Agreement and/or for noncompliance with this 5.5. Reservation of Rights. This Agreement does not, and is not intended to, impair, divest, delegate or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or immunity of the Parties. Nothing in this Agreement shall be construed as a waiver of governmental immunity for either Party. 5.6. Authorization and Completion of Agreement. The Parties have taken all actions and secured all �,.rr.. � Js necessary to authorize and complete this Agreement. The persons signing this Agreement on behalf of each Party have legal authority to sign this Agreement and bind the Parties to the terms and conditions contained herein. 5.7. Compliance with Laws. Each Party shall comply with all federal, state, and local ordinances, regulations, administrative rules, and.;.,—* applicable to its activities p,:,.f,,_u 4 under this Agreement. Page 3 of 11 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE 6. USE OF COhr uuvu4 x xAL INFORMATION 6.1. The Parties shall not. Ur. � I-Ve, provide, disclose, or give access to Confidential Information to County or Public Body employees, agents, or contractors not having a legitimate need to know the Confidential Information, or to any third -parry. County and Public Body shall only use the Confidential Information for performance of this Agreement. Notwithstanding the fr. i„:..g, the Parties may disclose the Confidential Information if . �J by law, statute, or other legal process provided that the Party required to disclose the information: (i) provides prompt written notice of the impending disclosure to the other Party, (ii) provides reasonable assistance in opposing or limiting the disclosure, and (iii) makes only such disclosure as is compelled or required. This imposes no obligation upon the Parties with respect to any Confidential Information when it can established by legally sufficient evidence that the Confidential Information: (i) was in possession of or was known by prior to its receipt from the other Party, without any obligation to maintain its confidentiality; or (ii) was obtained from a third party having the right to disclose it, without an obligation to keep such information confidential. 6.2. Notwithstanding anything to the contrary, County has no obligation to inform or provide notice to Public Body regarding the disclosure of non -Confidential Information or records that are required to be disclosed by law. 6.3. Subject to any record retention laws or legal requirements, within five (5) business days after receiving a written request from the other Party, or upon termination of this Agreement, the receiving Party shall return or destroy all of the disclosing Party's Confidential Information. 7. DISCLAIMER OF WARRANTIES. 7.1. COUNTY SERVICES, INCLUDING ANY GOODS, SERVICES, PARTS, SUPPLIES, EQUIPMENT, OR OTHER ITEMS THAT ARE PROVIDED TO PUBLIC BODY UNDER THIS AGREEMENT, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, "WITH ALL FAULTS." 7.2. COUNTY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, wiih i HbK EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON- INFRINGEMENT. 7.3. COUNTY MAKES NO WARRANTY THAT: (I) THE SERVICES WILL MEET PUBLIC BODY'S REQUIREMENTS, OR (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ACCURATE, OR ERROR -FREE. 8. LIMITATION OF LIABILITY. 8.1. IN NO EVENT SHALL = i ti r.K PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, AND/OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT, REGARDLESS OF WHETHER THE OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. 8.2. ICU i w i i tib i ANDING ANYTHING TO THE CONTRARY CONTAINED r r hi!N AND TO THE r-A i tiv i PERMi i i =) BY LAW, THE TOTAL LIABILITY OF COUNTY TO Page 4 of 11 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE PUBLIC BODY UNDER THIS AGREEMENT kwtib ititx BY REASON OF BREACH OF CONTRACT, TORT, EQUITY, OR O 1 ruGic w iah) SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100). 9. DISPUTE RESOLUTION. All disputes relating to the execution, interpretation, performance, or nonperformance of this Agreement involving or affecting the Parties may first be submitted to and Public Body's Agreement Administrator/Point of Contact for possible resolution. County's Chief Attorney of IDSO and Public Body's Agreement Administrator/Point of Contact may promptly meet and confer in an effort to resolve such dispute. If they cannot resolve the dispute in five (5) business days, the dispute may be submitted to the chief executive officials of each Party or their designees. The chief executive officials or their designees may meet promptly and confer in an effort to resolve such dispute. 10. TERMINATION OR CANCELLATION OF AGREEMENT. 10.1. Termination for Convenience. Either Party may terminate or cancel this entire Agreement or any one of the Services described in the attached Exhibit(s), upon one hundred twenty (120) days' written notice, for any reason including convenience. 10.2. ImWfdiate Termination. County may terminate or cancel this Agreement, in whole or in part, immediately, upon notice to the Public Body, if any third -party funding for this Agreement is reduced or terminated. 10.3. The effective date of termination and/or cancellation shall be clearly stated in the written notice. Either the County Executive or the Board of Commissioners are authorized to terminate this Agreement for County under this provision. 11. SUSPENSION OF SERVICES. County, through its Chief Attorney of the IDSO, may suspend Services immediately for any period of time for any of the following reasons: (i) requests by law or other governmental agencies; (ii) engagement by Public Body in fraudulent or illegal activities relating to the Services provided herein; (iii) breach of the terms and conditions of this Agreement; or (iv) unexpected technical, security, or personnel issues. The right to suspend Services is in addition to the right to terminate or cancel this Agreement according to the provisions in Section 10. County shall not incur any penalty, expense or liability if Services are suspended under this Section. 12. GENERAL TEE j,MS AND CONDITIONS. 12.1. Delegat199 or assignment. Neither Party shall delegate or assign any obligations or rights under this A, �i .—;—t without the prior written consent of the other Party. 12.2. No emDloyge Vy relatioVhiu. Nothing in this Agreement shall be construed as creating an employee -employer relationship LJ- 4*# i.. County and Public Body. At all times and for all purposes under this Agreement, the Parties' relationship to each other is that of an independent contractor. Each Party will be solely responsible for the acts of its own employees, contractors, agents, and servants during the term of this Agreement. No liability, right or benefits arising out of an employer/employee relationship, either express or implied, shall arise or accrue to either Party as a result of this Agreement. 12.3. No third -warty beneficiaries. Except as provided for the benefit of the Parties, this Agreement does not and is not intended to create any obligation, duty, promise, contractual Page 5 of 11 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE right or benefit, right to ind,,;.—*R .,.don, right to subrogation, and/or any other right in favor of any other person or entity. 12.4. No imDlied waiver. 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 A&.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. No waiver by either Party shall subsequently affect its right to require strict, c-11—ance of this Agreement. 12.5. Severability. If a court of competent jurisdiction fords a term or condition of this A&.r,:...: ul 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. 12.6. Precedence of documents. In the event of a conflict between the terms and conditions of any of the documents that comprise this Agreement, the terms in the Agreement shall prevail and take precedence over any allegedly conflicting terms and conditions in the Exhibits or other documents that comprise this Agreement. 12.7. CaDtions. 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, any reference to gender, and any use of the nominative, objective or possessive case in this Agreement shall be deemed the appropriate plurality, gender or possession as the context requires. 12.8. Force iWpAgpre. Notwithstanding any other term or provision of this Agreement, neither Party shall be liable to the other for any failure of performance hereunder if such failure is due to any cause beyond the reasonable control of that Party and that Party cannot reasonably accommodate or mitigate the effects of any such cause. Such cause shall include, without limitation, acts of God, fire, explosion, vandalism, national emergencies, insurrections, riots, wars, strikes, lockouts, work stoppages, other labor difficulties, or any law, order, regulation, direction, action, or request of the United States government or of any other government. Reasonable notice shall be given to the affected Parry of any such event. 12.9. Noticfs. Except as otherwise provided in the Exhibits, 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: (i) the date of actual receipt; (ii) the next business day when notice is sent express delivery service or personal delivery; or (iii) three days after mailing fast class or certified U.S. mail. 12.9.1. If Notice is sent to County, it shall be addressed and sent to: 1) County's Chief Attorney of the Indigent Defense Services Office at 1200 N. Telegraph Road, Building 14E, Second Floor, Pontiac, MI 48341-0419. 12.9.2. If Notice is sent to Public Body, it shall be addressed to: [insert position title and Address]. Page 6 of 11 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE 12.9.3. Either Party may change the individual to whom Notice is sent and/or the mailing address by notifying the other Party in writing of the change. 12.10. Governing law/consent to,jurisdiction and venue. This Agreement shall be governed, interpreted, and enforced by the laws of the State of Michigan. Except as otherwise .u1 by law or court rule, any action brought to enforce, interpret, or decide any Claim arising under or related to this Agreement shall be brought in the 6th 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. 12.11. Surviyal of terms,. The following terms and conditions shall survive and continue in full force beyond the termination or cancellation of this Contract (or any part thereof) until the terms and conditions are fully satisfied or expire by their nature: Definitions (Section 1); Assurances (Section 6); Use of Confidential Information (Section 7); Disclaimer of Warranties (Section 8); Limitation of Liability (Section 9); Dispute Resolution (Section 10); and General Terms and Conditions (Section 13). 12.12. Entire agreement. 12.12.1. This Agreement represents the entire agreement and understanding between the Parties regarding the Services/goods described in the attached Exhibit(s) and supersedes all other oral or written agreements between the Parties. 12.12.2. The language of this Agreement shall be construed as a whole according to its fair meaning, and not construed strictly for or against any Party. IN WITNESS WHEREOF, [insert name and title of public body official] hereby acknowledges that they have been authorized by a resolution of the [insert public body], a certified copy of which is attached, to execute this Agreement on behalf of Public Body and hereby accepts and binds Public Body to the terms and conditions of this Agreement. V-AkUU I ED: DATE: [insert name of official, title, and name of public body] WITNESSED: DATE: [insert name, title] AGREEMENT ADMINISTRATOR: DATE: (IF APPLICABLE) IN WITNESS WHEREOF, David T. Woodward, Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland Page 7 of 11 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE County Board of Commissioners to execute this Agreement on behalf of Oakland County, and hereby accepts and binds Oakland County to the terms and conditions of this Agreement. EXECUTED: David T. Woodward, Chairperson Oakland County Board of Commissioners Page 8 of 11 DATE: INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE SCOPE OF COUNTY DELIVERABLES I. Standard 7 Performance Review Process Overview A. MIDC Standard 7(A) and (B) requires attorneys on its criminal appointment list to have the basic and misdemeanor case qualifications to perform indigent defense work for Public Body. County will not determine whether the attorneys on Public Body's criminal appointment list have the basic qualifications required under MIDC Standard 7(A) and (B). B. County agrees to periodically report on the quality of the representation provided by individual indigent defense attorneys for Public Body as required under MIDC Standard 7(C). County will satisfy this requirement through the process below. C. Every year, County will conduct a performance review of approximately one-third of the total number of attorneys on Public Body's criminal appointment list under the Performance Guidelines and Core Competencies established by County. The Performance Guidelines and Core Competencies will be provided to the Public Body Point of Contact. The Public Body Point of Contact will provide copies of these documents to the attorneys on Public Body's criminal appointment list before County performs its duties under Exhibit I. County reserves the right to revise the Performance Guidelines and Core Competencies as necessary to achieve quality of representation as required under MIDC Standard 7. County will provide reasonable notice to Public Body of any changes. D. Newer attorneys and attorneys needing improvement or subject to performance improvement plans may be reviewed more frequently. II. Review Process Steps A. Step One: The IDSO will email the attorney to be reviewed and ask them to complete the self -assessment report —which includes attaching a recent writing sample —and provide a list of their upcoming court hearings for the next 30 days. Absent good cause, this information is due within 14 days of the request. B. Sten Two: The Principal Attorney will gather information about the attorney's performance via, among other things, in -court observation(s) and stakeholder surveys, including but not limited to peers in the criminal defense community, judges, assistant prosecutors, and indigent clients. In -court observations may be asynchronous and occur at a court other than the Public Body's third-class district court. Page 9 of 11 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE C. Step Three: The Principal Attorney will meet with the attorney and review at least three of the attorney's recent case files at the Principal Attorney's office. The Principal Attorney has discretion to meet with the attorney at another location. (Privileged material in the files can be redacted.) D. Sten Four: The Principal Attorney will determine whether or not the attorney has met expectations or needs improvement under the established Performance Guidelines and Core Competencies. The Principal Attorney will submit a report with their recommendations to the Public Body Point of Contact for consideration. The Principal Attorney will also email a copy of their report to the attorney. If the attorney disagrees with the Principal Attorney's report, they can submit a response to the Public Body Point of Contact. This response is due within 14 days unless the Point of Contact grants an extension. III. Public Body's Obligations on Attornev Evaluations A. After reviewing the Principal Attorney's recommendations and any response, Public Body will fulfill its own obligations under MIDC Standard 7 as outlined in Exhibit II. B. If the attorney is also on the County's appointment list, County will independently follow its process for handling recommendations on reviews. County is not required to inform Public Body about its assessment of an attorney's performance or any action it took based on the recommendation. C. County is not obligated or required to perform any services to improve the quality of representation provided by Public Body's criminal assignment attorneys. Page 10 of 11 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE 19 .q:11: r PUBLIC BODY OBLIGATIONS I. Public Body shall designate a representative(s) to act as a Point of Contact with County's Chief Attorney of the IDSO. The Point of Contact's responsibilities shall include: A. Direct coordination and interaction with the Chief Attorney of the IDSO and the Principal Attorney of the IDSO who will be monitoring and regularly assessing the quality of the representation provided by indigent defense attorneys for Public Body. B. Communication with the general public when appropriate about County's and Public Body's coordination of the requirements under MIDC Standard 7. II. Public Body agrees to the following requirements: A. Public Body will be solely responsible for complying with MIDC Standard 7(A) and (B), which requires attorneys on its criminal appointment list to have the basic and misdemeanor case qualifications to perform indigent defense work for Public Body. B. Public Body will provide its criminal appointment list to the Principal Attorney and ensure that the list contains accurate contact information for each attorney. If Public Body is aware, or becomes aware, that any of its attorneys were found to have negative performance issues or found to have violated MIDC Standards, Public Body must provide that information to County. C. Public Body Point of Contact will provide Performance Guidelines and Core Competencies as provided by County to each attorney on its criminal appointment list. D. Public Body is responsible for complying with MIDC Standard 7 including, but not limited to, the following: 1) performing its own investigation and evaluation of deficient attorneys; and 2) remedying any deficiencies among its criminal appointment attorneys. E. Public Body is responsible for its own quarterly reporting requirements for Standard 7 under the Public Body's MIDC Grant Contract. F. Public Body understands that County, which includes its IDSO department, is a public body subject to disclosure requirements of the Michigan Freedom of Information Act (hereinafter FOIA), MCL 15.231 et al. Public Body understands that any written evaluations and recommendations made by the Principal Attorney of the IDSO regarding Public Body's criminal appointment attorneys may be subject to disclosure under FOIA. Page 11 of 11 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE INTERLOCAL AGREEMENT BETWEEN OAKLAND COUNTY AND THE CITY OF MADISON HEIGHTS FOR MIDC STANDARD 7 REVIEW AND QUALIFICATION REQUIREMENTS This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and the City of Madison Heights at 300 W 13 Mile Road, Madison Heights, MI 48071("Public Body"). County and Public Body may be referred to individually as a "Party" and jointly as "Parties." PURPOSE OF AGREEMENT. County and Public Body enter into this Agreement pursuant to the Urban Cooperation Act of 1967, 1967 Public Act 7, MCL 124.501 et seq., for the purpose of complying with the Michigan Indigent Defense Commission Act of 2013, 2013 Public Act 93, MCL 780.981 et seq. (hereinafter "MIDC Act") and delineating the duties of the Parties related to complying with MIDC Standard 7 - Qualification and Review subject to the terms and conditions set forth in this Agreement, as described in Exhibits I and Exhibit II. In consideration of the mutual promises, obligations, representations, and assurances in this Agreement, the Parties agree to the following: 1. DEFINITIONS. The following words and expressions used throughout this Agreement, whether used in the singular or plural, shall be defined, read, and interpreted as follows: 1. Agreement means the terms and conditions of this Agreement and any other mutually agreed to written and executed modification, amendment, Exhibit and attachment. 2. Chief Attorney means the department head of the County's Indigent Defense Services Office (hereinafter "IDSO") who will supervise the Principal Attorney who is performing the obligations outlined in Exhibit I. Claimgmean any alleged losses, claims, complaints, demands for relief or damages, lawsuits, causes of action, proceedings, judgments, deficiencies, liabilities, penalties, litigation, costs, and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation expenses, litigation expenses, amounts paid in settlement, and/or other amounts or liabilities of any kind which are incurred by or asserted against County or Public Body, or for which County or Public Body may become legally and/or contractually obligated to pay or defend against, whether direct, indirect or consequential, whether based upon any alleged violation of the federal or the state constitution, any federal or state statute, rule, regulation, or any alleged violation of federal or state common law, whether any such claims are brought in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 4. Confidential Information means all information and data that County is required or permitted by law to keep confidential, including, but not limited to, records of County's Page 1 of 14 INTERLOCAL AGREEMENT - MIDC STANDARD 7 COMPLIANCE security measures, including security plans, security codes and combinations, passwords, keys, and security procedures, to the extent that the records relate to ongoing security of County as well as records or information to protect the security or safety of persons or property, whether public or private, including, but not limited to, building, public works, and public water supply designs relating to ongoing security measures, capabilities and plans for responding to violations of the Michigan Anti -terrorism Act, emergency response plans, risk planning documents, threat assessments and domestic preparedness strategics. County means Oakland County, a Municipal and Constitutional Corporation, including, but not limited to, all of its departments, divisions, the County Board of Commissioners, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, volunteers, and/or any such person's successors. 6. jtAy—means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. Exh mean the following exhibit(s), which are attached and incorporated into this Agreement: Exhibit I: Scope of County Deliverables Exhibit II: Public Body Obligations 8. Performance Guidelines and Core Competencies means the guidelines and requirements as developed by County for review of quality of representation provided by criminal attorneys. 9. Points of Contact mean the individuals designated by Public Body and identified to County to act as contacts for communication and other purposes as described herein. 10. Principal Attorney means the licensed attorney reporting to the Chief Attorney of County's IDSO who will perform the work as outlined in Exhibit 1. 11. Public Body, means the City of Madison Heights which is an entity created by state or local authority or which is primarily funded by or through state or local authority, including, but not limited to, its council, its board, its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, subcontractors, attorneys, volunteers, and/or any such persons' successors. For purposes of this Agreement, Public Body includes any Michigan court, when acting in concert with its funding unit. 2. COUNTY RESPONSIBILITIES, 2.1. County will perform the work as outlined in Exhibit I. County is not obligated or required to provide any additional services that are not specified in this Agreement and Exhibit I. 2.2. County may access, use, and disclose to third parties information, records, and any other content created by County under its Scope of Deliverables in Exhibit I to comply with the law, such as a subpoena, court order, or Freedom of Information Act request as detailed in Exhibit II. :61 ; tip Page 2of14 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE 3.1. Public Body shall comply with all terms and conditions in this Agreement and agree to comply with the obligations as set forth in Exhibit 1I. 3.2. Public Body shall respond to and be responsible for all information, FOIA, record, and other document requests directed to Public Body from County. 3.3. Third -party product or service providers may require County to pass through to Public Body certain terms and conditions contained in license agreements, service agreements, acceptable use policies and similar terms of service or usage, in order to provide Services to Public Body. Public Body agrees to comply with these terms and conditions. Public Body must follow the termination provisions of this Agreement if it determines that it cannot comply with any of the terms and conditions. ; : IR ► 0 01 "1119190u 4.1. This Agreement and any amendments shall be effective when executed by both Parties with resolutions passed or other appropriate authorization given by the governing bodies of each Party, except as otherwise specified herein. The approval and terms of this Agreement and any amendments, except as otherwise specified herein, shall be entered in the official minutes of the governing bodies of each Party. An executed copy of this Agreement and any amendments shall be filed by the County Clerk with the Secretary of State. 4.2. Unless extended by an Amendment, this Agreement shall remain in effect for five (5) years from the date the Agreement is completely executed by all Parties or until cancelled or terminated by any of the Parties pursuant to the terms of the Agreement. 5.1. Responsibility for Claims. Each Party shall be responsible for any Claims made against that Party by a third party, and for the acts or omissions of its employees and agents arising under or related to this Agreement. 5.2. Responsibility fQr AttoralUees and Costs. 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 judgments and attorney fees. 5.3. No Inderntiffication 5.3.1.Except as otherwise provided for in this Agreement, neither Party shall have any right under this Agreement or under any other legal principle to be indemnified or reimbursed by the other Party or any of its agents in connection with any Claim. 5.3.2.Except as otherwise provided in this Agreement, this Agreement does not and is not intended to create any third -party obligation, duty, promise, contractual right or benefit, right to indemnification, right to subrogation, or any other right in favor of any third person or entity. 5.4. Costs, Fines, and Eees for Noncompliance. Public Body shall be solely responsible for all costs, fines, penalties, assessments, and fees associated with its acts or omissions related to this Agreement and/or for noncompliance with this Agreement. Page 3 of 14 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE 5.5. Reservation of Rights. This Agreement does not, and is not intended to, impair, divest, delegate or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or immunity of the Parties. Nothing in this Agreement shall be construed as a waiver of governmental immunity for either Party. 5.6. Authorization and Completion of Agreement. The Parties have taken all actions and secured all approvals necessary to authorize and complete this Agreement. The persons signing this Agreement on behalf of each Party have legal authority to sign this Agreement and bind the Parties to the terms and conditions contained herein. 5.7. ComRlianee with Laws. Each Party shall comply with all federal, state, and local ordinances, regulations, administrative rules, and requirements applicable to its activities performed under this Agreement. 301 WK91021►lei all] :MFIN 1► 6.1. The Parties shall not reproduce, provide, disclose, or give access to Confidential Information to County or Public Body employees, agents, or contractors not having a legitimate need to know the Confidential Information, or to any third -party. County and Public Body shall only use the Confidential Information for performance of this Agreement. Notwithstanding the foregoing, the Parties may disclose the Confidential Information if required by law, statute, or other legal process provided that the Party required to disclose the information: (i) provides prompt written notice of the impending disclosure to the other Party, (ii) provides reasonable assistance in opposing or limiting the disclosure, and (iii) makes only such disclosure as is compelled or required. This Agreement imposes no obligation upon the Parties with respect to any Confidential Information when it can established by legally sufficient evidence that the Confidential Information: (i) was in possession of or was known by prior to its receipt from the other Party, without any obligation to maintain its confidentiality; or (ii) was obtained from a third party having the right to disclose it, without an obligation to keep such information confidential. 6.2. Notwithstanding anything to the contrary, County has no obligation to inform or provide notice to Public Body regarding the disclosure of non -Confidential Information or records that are required to be disclosed by law. 6.3. Subject to any record retention laws or legal requirements, within five (5) business days after receiving a written request from the other Party, or upon termination of this Agreement, the receiving Party shall return or destroy all of the disclosing Party's Confidential Information. 7. )DISCLAIMER OF WARRANTIES. 7.1. COUNTY SERVICES, INCLUDING ANY GOODS, SERVICES, PARTS, SUPPLIES, EQUIPMENT, OR OTHER ITEMS THAT ARE PROVIDED TO PUBLIC BODY UNDER THIS AGREEMENT, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, "WITH ALL FAULTS." 7.2. COUNTY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE Page 4 of 14 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON- INFRINGEMENT. 7.3. COUNTY MAKES NO WARRANTY THAT: (I) THE SERVICES WILL MEET PUBLIC BODY'S REQUIREMENTS, OR (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ACCURATE, OR ERROR -FREE. u I► 8.1. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, AND/OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT, REGARDLESS OF WHETHER THE OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. 8.2. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN AND TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF COUNTY TO PUBLIC BODY UNDER THIS AGREEMENT (WHETHER BY REASON OF BREACH OF CONTRACT, TORT, EQUITY, OR OTHERWISE) SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100). 9. DISPUTE RESOLUTION. All disputes relating to the execution, interpretation, performance, or nonperformance of this Agreement involving or affecting the Parties may first be submitted to and Public Body's Agreement Administrator/Point of Contact for possible resolution. County's Chief Attorney of IDSO and Public Body's Agreement Administrator/Point of Contact may promptly meet and confer in an effort to resolve such dispute. If they cannot resolve the dispute in five (5) business days, the dispute may be submitted to the chief executive officials of each Party or their designees. The chief executive officials or their designees may meet promptly and confer in an effort to resolve such dispute. 10. TERMINATION OR CANCELLATION OF AGREEMENT. 10.1. Termination for Convenience. Either Party may terminate or cancel this entire Agreement or any one of the Services described in the attached Exhibit(s), upon one hundred twenty (120) days' written notice, for any reason including convenience. 10.2. immediate lCrmination. County may terminate or cancel this Agreement, in whole or in part, immediately, upon notice to the Public Body, if any third -party funding for this Agreement is reduced or terminated. 10.3. The effective date of termination and/or cancellation shall be clearly stated in the written notice. Either the County Executive or the Board of Commissioners are authorized to terminate this Agreement for County under this provision. 11. SUSP NSION OF SERVICES. County, through its Chief Attorney of the IDSO, may suspend Services immediately for any period of time for any of the following reasons: (i) requests by law enforcement or other governmental agencies; (ii) engagement by Public Body in fraudulent or illegal activities relating to the Services provided herein; (iii) breach of the terms and conditions of this Agreement; or (iv) unexpected technical, security, or personnel issues. The right to suspend Services Page 5 of 14 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE is in addition to the right to terminate or cancel this Agreement according to the provisions in Section 10. County shall not incur any penalty, expense or liability if Services are suspended under this Section. 12.1.12glegation or assignment. Neither Party shall delegate or assign any obligations or rights under this Agreement without the prior written consent of the other Party. 12.2.No employee -employer relationship. Nothing in this Agreement shall be construed as creating an employee -employer relationship between County and Public Body. At all times and for all purposes under this Agreement, the Parties' relationship to each other is that of an independent contractor. Each Party will be solely responsible for the acts of its own employees, contractors, agents, and servants during the term of this Agreement. No liability, right or benefits arising out of an employer'employee relationship, either express or implied, shall arise or accrue to either Party as a result of this Agreement. 12.3.No third -party beneficiaries. Except as provided for the benefit of the Parties, this Agreement does not and is not intended to create any obligation, duty, promise, contractual right or benefit, right to indemnification, right to subrogation, and/or any other right in favor of any other person or entity. 12.4.No implied waiver. 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. 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. No waiver by either Party shall subsequently affect its right to require strict performance of this Agreement. 12.5.Severabift 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. 12.6.Precedence of ditcuments. In the event of a conflict between the terms and conditions of any of the documents that comprise this Agreement, the terms in the Agreement shall prevail and take precedence over any allegedly conflicting terms and conditions in the Exhibits or other documents that comprise this Agreement. 12.7.Capfiopg. 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, any reference to gender, and any use of the nominative, objective or possessive case in this Agreement shall be deemed the appropriate plurality, gender or possession as the context requires. 12.8.Force majeure. Notwithstanding any other term or provision of this Agreement, neither Party shall be liable to the other for any failure of performance hereunder if such failure is due to any Page 6 of 14 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE cause beyond the reasonable control of that Party and that Party cannot reasonably accommodate or mitigate the effects of any such cause. Such cause shall include, without limitation, acts of God, fire, explosion, vandalism, national emergencies, insurrections, riots, wars, strikes, lockouts, work stoppages, other labor difficulties, or any law, order, regulation, direction, action, or request of the United States government or of any other government. Reasonable notice shall be given to the affected Party of any such event. 12.9.Notices. Except as otherwise provided in the Exhibits, 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: (i) the date of actual receipt; (ii) the next business day when notice is sent express delivery service or personal delivery; or (iii) three days after mailing first class or certified U.S. mail. 12.9.1.If Notice is sent to County, it shall be addressed and sent to: 1) County's Chief Attorney of the Indigent Defense Services Office at 1200 N. Telegraph Road, Building 14E, Second Floor, Pontiac, MI 48341-0419. 12.9.2.If Notice is sent to Public Body, it shall be addressed to: Melissa Marsh, City Manager. 12.9.3.Either Party may change the individual to whom Notice is sent and/or the mailing address by notifying the other Party in writing of the change. 12.10.Governing la consent to iurisdiction and venue. This Agreement shall be governed, interpreted, and enforced by the laws of the State of Michigan. Except as otherwise required by law or court rule, any action brought to enforce, interpret, or decide any Claim arising under or related to this Agreement shall be brought in the 6th 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. 12.1 l .Survival of terms. The following terms and conditions shall survive and continue in full force beyond the termination or cancellation of this Contract (or any part thereof) until the terms and conditions are fully satisfied or expire by their nature: Definitions (Section 1); Assurances (Section 6); Use of Confidential Information (Section 7); Disclaimer of Warranties (Section 8); Limitation of Liability (Section 9); Dispute Resolution (Section 10); and General Terms and Conditions (Section 13). 12.12.Entire a rPement. 12.12. LThis Agreement represents the entire agreement and understanding between the Parties regarding the Services/goods described in the attached Exhibit(s) and supersedes all other oral or written agreements between the Parties. 12.12.2.The language of this Agreement shall be construed as a whole according to its fair meaning, and not construed strictly for or against any Party. Page 7 of 14 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE IN WITNESS WHEREOF, Melissa Marsh, City Manager of Madison Heights hereby acknowledges that they have been authorized by a resolution of the City of Madison Heights, a certified copy of which is attached, to execute this Agreement on behalf of Public Body and hereby accepts and binds Public Body to the terms and conditions of this Agreement. Page 8 of 14 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE JEXECUTED: DATE: Melissa Marsh, City Manager, The City of Madison Heights WITNESSED: 4C DATE: ?I� 71 Harley 40�rski, Executive Assistant to the City Manager AGREEMENT ADMINISTRATOR: (IF APPLICABLE) DATE: IN WITNESS WHEREOF, David T. Woodward, Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners to execute this Agreement on behalf of Oakland County, and hereby accepts and binds Oakland County to the terms and conditions of this Agreement. EXECUTED: David T. Woodward, Chairperson Oakland County Board of Commissioners Page 9 of 14 DATE: INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE EXHIBIT I SCOPE OF COUNTY DELIVERABLES I. Standard 7 Performance R view Process Overview A. MIDC Standard 7(A) and (B) requires attorneys on its criminal appointment list to have the basic and misdemeanor case qualifications to perform indigent defense work for Public Body. County will not determine whether the attorneys on Public Body's criminal appointment list have the basic qualifications required under MIDC Standard 7(A) and (B). B. County agrees to periodically report on the quality of the representation provided by individual indigent defense attorneys for Public Body as required under MIDC Standard 7(C). County will satisfy this requirement through the process below. C. Every year, County will conduct a performance review of approximately one-third of the total number of attorneys on Public Body's criminal appointment list under the Performance Guidelines and Core Competencies established by County. The Performance Guidelines and Core Competencies will be provided to the Public Body Point of Contact. The Public Body Point of Contact will provide copies of these documents to the attorneys on Public Body's criminal appointment list before County performs its duties under Exhibit I. County reserves the right to revise the Performance Guidelines and Core Competencies as necessary to achieve quality of representation as required under MIDC Standard 7. County will provide reasonable notice to Public Body of any changes. D. Newer attorneys and attorneys needing improvement or subject to performance improvement plans may be reviewed more frequently. II. Review Process Steps A. Step One: The IDSO will email the attorney to be reviewed and ask them to complete the Page 10 of 14 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE self -assessment report which includes attaching a recent writing sample and provide a list of their upcoming court hearings for the next 30 days. Absent good cause, this information is due within 14 days of the request. B. Step Two: The Principal Attorney will gather information about the atorney's performance via, among other things, in -court observation(s) and stakeholder surveys, including but not limited to peers in the criminal defense community, judges, assistant prosecutors, and indigent clients. In -court observations may be asynchronous and occur at a court other than the Public Body's third-class district court. C. Step Three: The Principal Attorney will meet with the attorney and review at least three of the attorney's recent case files at the Principal Attorney's office. The Principal Attorney has discretion to meet with the attorney at another location. (Privileged material in the files can be redacted.) D. Step Four: The Principal Attorney will determine whether or not the attorney has met expectations or needs improvement under the established Performance Guidelines and Core Competencies. The Principal Attorney will submit a report with their recommendations to the Public Body Point of Contact for consideration. The Principal Attorney will also email a copy of their report to the attorney. If the attorney disagrees with the Principal Attorney's report, they can submit a response to the Public Body Point of Contact. This response is due within 14 days unless the Point of Contact grants an extension. III. Public Body's A. After reviewing the Principal Attorney's recommendations and any response, Public Body will fulfill its own obligations under MIDC Standard 7 as outlined in Exhibit II. B. If the attorney is also on the County's appointment list, County will independently follow Page l 1 of 14 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE its process for handling recommendations on reviews. County is not required to inform Public Body about its assessment of an attorney's performance or any action it took based on the recommendation. C. County is not obligated or required to perform any services to improve the quality of representation provided by Public Body's criminal assignment attorneys. Page 12 of 14 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE EXHIBIT II PUBLIC BODY OBLIGATIONS Public Body shall designate a representative(s) to act as a Point of Contact with County's Chief Attorney of the IDSO. The Point of Contact's responsibilities shall include: A. Direct coordination and interaction with the Chief Attorney of the IDSO and the Principal Attorney of the IDSO who will be monitoring and regularly assessing the quality of the representation provided by indigent defense attorneys for Public Body. B. Communication with the general public when appropriate about County's and Public Body's coordination of the requirements under MIDC Standard 7. II. Public Body agrees to the following requirements: A. Public Body will be solely responsible for complying with MIDC Standard 7(A) and (B), which requires attorneys on its criminal appointment list to have the basic and misdemeanor case qualifications to perform indigent defense work for Public Body. B. Public Body will provide its criminal appointment list to the Principal Attorney and ensure that the list contains accurate contact information for each attorney. If Public Body is aware, or becomes aware, that any of its attorneys were found to have negative performance issues or found to have violated MIDC Standards, Public Body must provide that information to County. C. Public Body Point of Contact will provide Performance Guidelines and Core Competencies as provided by County to each attorney on its criminal appointment list. D. Public Body is responsible for complying with MIDC Standard 7 including, but not limited to, the following: 1) performing its own investigation and evaluation of deficient attorneys; and 2) remedying any deficiencies among its criminal appointment attorneys. E. Public Body is responsible for its own quarterly reporting requirements for Standard 7 Page 13 of 14 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE under the Public Body's MIDC Grant Contract. F. Public Body understands that County, which includes its IDSO department, is a public body subject to disclosure requirements of the Michigan Freedom of Information Act (hereinafter FOIA), MCL 15.231 et al. Public Body understands that any written evaluations and recommendations made by the Principal Attorney of the IDSO regarding Public Body's criminal appointment attorneys may be subject to disclosure under FOIA. Page 14 of 14 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE INTERLOCAL AGREEMENT BETWEEN OAKLAND COUNTY AND THE CITY OF PONTIAC FOR MIDC STANDARD 7 REVIEW AND QUALIFICATION REQUIREMENTS This Agreement (the "Agreement') is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and the City of Pontiac ("Public Body") 47450 Woodward Ave, Pontiac 48342. County and Public Body may be referred to individually as a "Party" and jointly as "Parties." JPURPOSE OF .AGREEMFta. County and Public Body enter into this Agreement pursuant to the Urban Cooperation Act of 1967, 1967 Public Act 7, MCL 124.501 et seq., for the purpose of complying with the Michigan Indigent Defense Commission Act of 2013, 2013 Public Act 93, MCL 780.981 et seq. (hereinafter "MIDC Act") and delineating the duties of the Parties related to complying with MIDC Standard 7 — Qualification and Review subject to the terms and conditions set forth in this Agreement, as described in Exhibits I and Exhibit II. In consideration of the mutual promises, obligations, representations, and assurances in this Agreement, the Parties agree to the following: 1. DEFINI 1ON . The following words and expressions used throughout this Agreement, whether used in the singular or plural, shall be defined, read, and interpreted as follows: 1.1. Agreement means the terms and conditions of this Agreement and any other mutually agreed to written and executed modification, amendment, Exhibit and attachment. 1.2. Chief Attornev means the department head of the County's Indigent Defense Services Office (hereinafter "IDSO") who will supervise the Principal Attorney who is performing the obligations outlined in Exhibit I. 1.3. Claims mean any alleged losses, claims, complaints, demands for relief or damages, lawsuits, causes of action, proceedings, judgments, deficiencies, liabilities, penalties, litigation, costs, and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation expenses, litigation expenses, amounts paid in settlement, and/or other amounts or liabilities of any kind which are incurred by or asserted against County or Public Body, or for which County or Public Body may become legally and/or contractually obligated to pay or defend against, whether direct, indirect or consequential, whether based upon any alleged violation of the federal or the state constitution, any federal or state statute, rule, regulation, or any alleged violation of federal or state common law, whether any such claims are brought in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 1.4. Confidential Information means all information and data that County is required or permitted by law to keep confidential, including, but not limited to, records of County's security measures, including security plans, security codes and combinations, passwords, keys, and security procedures, to the extent that the records relate to ongoing security of County as well as records or information to protect the security or safety of persons or property, whether public or private, including, but not limited to, building, public works, and public water supply designs relating to ongoing security measures, capabilities and plans for Page I of 10 INTERLOCAL AGREIt' MENT — MI DC STANDARD 7 COMPLIANCE responding to violations of the Michigan Anti -terrorism Act, emergency response plans, risk planning documents, threat assessments and domestic preparedness strategies. 1.5. County means Oakland County, a Municipal and Constitutional Corporation, including, but not limited to, all of its departments, divisions, the County Board of Commissioners, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, volunteers, and/or any such person's successors. 1.6. Demeans any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. 1.7. Exhibits mean the following exhibit(s), which are attached and incorporated into this Agreement: Exhibit I: Scope of County Deliverables Exhibit II: Public Body Obligations 1.8. Performance Guidelines and Core Competencies means the guidelines and requirements as developed by County for review of quality of representation provided by criminal attorneys. 1.9. Points of Contact mean the individuals designated by Public Body and identified to County to act as contacts for communication and other purposes as described herein. 1.10. Principal Attorney, means the licensed attorney reporting to the Chief Attorney of County's IDSO who will perform the work as outlined in Exhibit I. 1.11. Public Body means the City of Pontiac which is an entity created by state or local authority or which is primarily funded by or through state or local authority, including, but not limited to, its council, its board, its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, subcontractors, attorneys, volunteers, and/or any such persons' successors. For purposes of this Agreement, Public Body includes any Michigan court, when acting in concert with its funding unit. 2. COUNTY RESPONSIBILITIM. 2.1. County will perform the work as outlined in Exhibit I. County is not obligated or required to provide any additional services that are not specified in this Agreement and Exhibit I. 2.2. County may access, use, and disclose to third parties information, records, and any other content created by County under its Scope of Deliverables in Exhibit I to comply with the law, such as a subpoena, court order, or Freedom of Information Act request as detailed in Exhibit II. 3. PUBLIC BODY RESPONSIBILITIES. 3.1. Public Body shall comply with all terms and conditions in this Agreement and agree to comply with the obligations as set forth in Exhibit II. 3.2. Public Body shall respond to and be responsible for all information, FOIA, record, and other document requests directed to Public Body from County. 3.3. Third -party product or service providers may require County to pass through to Public Body certain terms and conditions contained in license agreements, service agreements, acceptable use policies and similar terms of service or usage, in order to provide Services to Page 2 of 10 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE Public Body. Public Body agrees to comply with these terms and conditions. Public Body must follow the termination provisions of this Agreement if it determines that it cannot comply with any of the terms and conditions. 4. DURATION OF INTERLOCAL AGREEMENT. 4.1. This Agreement and any amendments shall be effective when executed by both Parties with resolutions passed or other appropriate authorization given by the governing bodies of each Party, except as otherwise specified herein. The approval and terms of this Agreement and any amendments, except as otherwise specified herein, shall be entered in the official minutes of the governing bodies of each Party. An executed copy of this Agreement and any amendments shall be filed by the County Clerk with the Secretary of State. 4.2. Unless extended by an Amendment, this Agreement shall remain in effect for five (5) years from the date the Agreement is completely executed by all Parties or until cancelled or terminated by any of the Parties pursuant to the terms of the Agreement. 5. ASSURANCES. 5.1. Responsibility for Claims. Each Party shall be responsible for any Claims made against that Party by a third party, and for the acts or omissions of its employees and agents arising under or related to this Agreement. 5.2. Responsibility for Attornev Fees and Costs. 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 judgments and attorney fees. 5.3. No Indemnification. 5.3.1. Except as otherwise provided for in this Agreement, neither Party shall have any light under this Agreement or under any other legal principle to be indemnified or reimbursed by the other Party or any of its agents in connection with any Claim. 5.3.2. Except as otherwise provided in this Agreement, this Agreement does not and is not intended to create any third -party obligation, duty, promise, contractual right or benefit, right to indemnification, right to subrogation, or any other right in favor of any third person or entity. 5.4. Costs, Fines, and Fees for Noncompliance. Public Body shall be solely responsible for all costs, fines, penalties, assessments, and fees associated with its acts or omissions related to this Agreement and/or for noncompliance with this Agreement by said public body. 5.5. Reservation of Rights. This Agreement does not, and is not intended to, impair, divest, delegate or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or immunity of the Parties. Nothing in this Agreement shall be construed as a waiver of governmental immunity for either Party. 5.6. Authorization and Completion of Agreement. The Parties have taken all actions and secured all approvals necessary to authorize and complete this Agreement. The persons signing this Agreement on behalf of each Party have legal authority to sign this Agreement and bind the Parties to the terms and conditions contained herein. Page 3 of 10 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE, 5.7. Comnliance with Laws. Each Party shall comply with all federal, state, and local ordinances, regulations, administrative rules, and requirements applicable to its activities performed under this Agreement. 6. USE OF CONFIDENTIAL INFORMATION. 6.1. The Parties shall not reproduce, provide, disclose, or give access to Confidential Information to County or Public Body employees, agents, or contractors not having a legitimate need to know the Confidential Information, or to any third -party. County and Public Body shall only use the Confidential Information for performance of this Agreement. Notwithstanding the foregoing, the Parties may disclose the Confidential Information if required by law, statute, or other legal process provided that the Party required to disclose the information: (i) provides prompt written notice of the impending disclosure to the other Party, (ii) provides reasonable assistance in opposing or limiting the disclosure, and (iii) makes only such disclosure as is compelled or required. This Agreement imposes no obligation upon the Parties with respect to any Confidential Information when it can established by legally sufficient evidence that the Confidential Information: (i) was in possession of or was known by prior to its receipt from the other Party, without any obligation to maintain its confidentiality; or (ii) was obtained from a third party having the right to disclose it, without an obligation to keep such information confidential. 6.2. Notwithstanding anything to the contrary, County has no obligation to inform or provide notice to Public Body regarding the disclosure of non -Confidential Information or records that are required to be disclosed by law. 6.3. Subject to any record retention laws or legal requirements, within five (5) business days after receiving a written request from the other Party, or upon termination of this Agreement, the receiving Party shall return or destroy all of the disclosing Party's Confidential Information. 7. )DISCLAIMER OF WARRAN=. 7.1. COUNTY SERVICES, INCLUDING ANY GOODS, SERVICES, PARTS, SUPPLIES, EQUIPMENT, OR OTHER ITEMS THAT ARE PROVIDED TO PUBLIC BODY UNDER THIS AGREEMENT, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, "WITH ALL FAULTS." 7.2. COUNTY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON- INFRINGEMENT. 8. LLDIU,ATION OF LIABILITY. 8.1. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, AND/OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT, REGARDLESS OF WHETHER THE OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. 8.2. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN AND TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF COUNTY TO Page 4 of 10 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMI'LIANCE PUBLIC BODY UNDER THIS AGREEMENT (WHETHER BY REASON OF BREACH OF CONTRACT, TORT, EQUITY, OR OTHERWISE) SHALL NOT EXCEED ONE 14UNDRED DOLLARS ($100). 9. DISPUTE RESOLUTION. All disputes relating to the execution, interpretation, performance, or nonperformance of this Agreement involving or affecting the Parties may first be submitted to and Public Body's Agreement Administrator/Point of Contact for possible resolution. County's Chief Attorney of IDSO and Public Body's Agreement Administrator/Point of Contact may promptly meet and confer in an effort to resolve such dispute. If they cannot resolve the dispute in five (5) business days, the dispute may be submitted to the chief executive officials of each Party or their designees. The chief executive officials or their designees may meet promptly and confer in an effort to resolve such dispute. 10. TERMINATION OR CANCELLATION OF AGREI'JMENT. 10.1. Termination for Convenience. Either Party may terminate or cancel this entire Agreement or any one of the Services described in the attached Exhibit(s), upon sixty (60) days' written notice, for any reason including convenience. 10.2. Immediate Termination. County may terminate or cancel this Agreement, in whole or in part, immediately, upon notice to the Public Body, if any third -party funding for this Agreement is reduced or terminated. 10.3. The effective date of termination and/or cancellation shall be clearly stated in the written notice. Either the County Executive or the Board of Commissioners are authorized to terminate this Agreement for County under this provision. 11. SUSPENSION OF SERVICES.. County, through its Chief Attorney of the IDSO, may suspend Services immediately for any period of time for any of the following reasons: (i) requests by law enforcement or other governmental agencies; (ii) engagement by Public Body in fraudulent or illegal activities relating to the Services provided herein; (iii) breach of the terms and conditions of this Agreement; or (iv) unexpected technical, security, or personnel issues. The right to suspend Services is in addition to the right to terminate or cancel this Agreement according to the provisions in Section 10. County shall not incur any penalty, expense or liability if Services are suspended under this Section. 12. GENERAL TERMS AND CONDITIONS. 12.1. Delegation or assignment. Neither Party shall delegate or assign any obligations or rights under this Agreement without the prior written consent of the other Party. 12.2. No employee -employer relationship. Nothing in this Agreement shall be construed as creating an employee -employer relationship between County and Public Body. At all times and for all purposes under this Agreement, the Parties' relationship to each other is that of an independent contractor. Each Party will be solely responsible for the acts of its own employees, contractors, agents, and servants during the term of this Agreement. No liability, right or benefits arising out of an employer/employee relationship, either express or implied, shall arise or accrue to either Party as a result of this Agreement. 12.3. No third -party beneficiaries. Except as provided for the benefit of the Parties, this Agreement does not and is not intended to create any obligation, duty, promise, contractual Page 5 of 10 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE right or benefit, right to indemnification, right to subrogation, and/or any other right in favor of any other person or entity. 12.4. No implied waiver. 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. 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. No waiver by either Party shall subsequently affect its right to require strict performance of this Agreement. 12.5. Severabilitv. 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. 12.6. Precedence of documents. In the event of a conflict between the terms and conditions of any of the documents that comprise this Agreement, the terms in the Agreement shall prevail and take precedence over any allegedly conflicting terms and conditions in the Exhibits or other documents that comprise this Agreement. 12.7. 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, any reference to gender, and any use of the nominative, objective or possessive case in this Agreement shall be deemed the appropriate plurality, gender or possession as the context requires. 12.8. Force maieure. Notwithstanding any other term or provision of this Agreement, neither Party shall be liable to the other for any failure of performance hereunder if such failure is due to any cause beyond the reasonable control of that Party and that Party cannot reasonably accommodate or mitigate the effects of any such cause. Such cause shall include, without limitation, acts of God, fire, explosion, national emergencies, insurrections, riots, wars, strikes, lockouts, work stoppages, other labor difficulties, or any law, order, regulation, direction, action, or request of the United States government or of any other government. Reasonable notice shall be given to the affected Party of any such event. 12.9. Notices. Except as otherwise provided in the Exhibits, 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: (i) the date of actual receipt; (ii) the next business day when notice is sent express delivery service or personal delivery; or (iii) three days after mailing first class or certified U.S. mail. 12.9.1. If Notice is sent to Comity, it shall be addressed and sent to: 1) County's Chief Attorney of the Indigent Defense Services Office at 1200 N. Telegraph Road, Building 14E, Second Floor, Pontiac, MI 48341-0419. 12.9.2. If Notice is sent to Public Body, it shall be addressed to: Deputy Mayor of the City of Pontiac, 47450 Woodward Ave, Pontiac 48342. Page 6 of 10 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE 12.9.3. Either Party may change the individual to whom Notice is sent and/or the mailing address by notifying the other Party in writing of the change. 12.10. Governing law/consent to iurisdiction and venue. This Agreement shall be governed, interpreted, and enforced by the laws of the State of Michigan. Except as otherwise required by law or court rule, any action brought to enforce, inteipret, or decide any Claim arising under or related to this Agreement shall be brought in the 6th 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. 12.11. Survival of terms. The following terms and conditions shall survive and continue in full force beyond the termination or cancellation of this Contract (or any part thereof) until the terms and conditions are fully satisfied or expire by their nature: Definitions (Section 1); Assurances (Section 6); Use of Confidential Information (Section 7); Disclaimer of Warranties (Section S); Limitation of Liability (Section 9); Dispute Resolution (Section 10); and General Terms and Conditions (Section 13). 12.12. Entire agreement. 12.12.1. This Agreement represents the entire agreement and understanding between the Parties regarding the Services/goods described in the attached Exhibit(s) and supersedes all other oral or written agreements between the Parties. 12.12.2. The language of this Agreement shall be construed as a whole according to its fair meaning, and not construed strictly for or against any Party. IN WITNESS WHEREOF, Tim Greimel, Mayor of Pontiac hereby acknowledges that they have been authorized by a resolution of the City of Pontiac, a certified copy of which is attached, to execute this Agreement on behalf of Public Body and hereby accepts and binds Public Body to the terms and conditions of this Agreement. .r— EXECUTED: Tim Greimel, Mayor of Pontiac WITNESSED: Pamela Hause, Executive Assistant AGREEMENT ADMINISTRATOR: N/A (IF APPLICABLE) DATE: , c, A G %p�� DATE: IX -If— L f DATE: IN WITNESS WHEREOF, David T. Woodward, Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland Page 7 of 10 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE County Board of Commissioners to execute this Agreement on behalf of Oakland County, and hereby accepts and binds Oakland County to the terms and conditions of this Agreement. EXECUTED: DATE: David T. Woodward, Chairperson Oakland County Board of Commissioners EXHIBIT I SCOPE OF COUNTY DELIVERABLES I. Standard 7 Performance Review Process Overview A. MIDC Standard 7(A) and (B) requires attorneys on its criminal appointment list to have the basic and misdemeanor case qualifications to perform indigent defense work for Public Body. County will not determine whether the attorneys on Public Body's criminal appointment list have the basic qualifications required under MIDC Standard 7(A) and (B). B. County agrees to periodically report on the quality of the representation provided by individual indigent defense attorneys for Public Body as required under MIDC Standard 7(C). County will satisfy this requirement through the process below. C. Every year, County will conduct a performance review of approximately one-third of the total number of attorneys on Public Body's criminal appointment list under the Performance Guidelines and Core Competencies established by County. The Performance Guidelines and Core Competencies will be provided to the Public Body Point of Contact. The Public Body Point of Contact will provide copies of these documents to the attorneys on Public Body's criminal appointment list before County performs its duties under Exhibit I. County reserves the right to revise the Performance Guidelines and Core Competencies as necessary to achieve quality of representation as required under MIDC Standard 7. County will provide reasonable notice to Public Body of any changes. D. Newer attorneys and attorneys needing improvement or subject to performance improvement plans may be reviewed more frequently. II. Review Process Steps A. Step One: The IDSO will email the attorney to be reviewed and ask them to complete the self -assessment report —which includes attaching a recent writing sample —and provide a list of their upcoming court hearings for the next 30 days. Absent good cause, this information is due within 14 days of the request. B. Step Two: The Principal Attorney will gather information about the attorney's performance Page 8 of 10 INTERLOCAL AGREEMENT' — MIDC STANDARD 7 COMPLIANCE via, among other things, in -court observation(s) and stakeholder surveys, including but not limited to peers in the criminal defense community, judges, assistant prosecutors, and indigent clients. In -court observations may be asynchronous and occur at a court other than the Public Body's third-class district court. C. Step Three: The Principal Attorney will meet with the attorney and review at least three of the attorney's recent case files at the Principal Attorney's office. The Principal Attorney has discretion to meet with the attorney at another location. (Privileged material in the files can be redacted.) D. Step Four: The Principal Attorney will determine whether or not the attorney has met expectations or needs improvement under the established Performance Guidelines and Core Competencies. The Principal Attorney will submit a report with their recommendations to the Public Body Point of Contact for consideration. The Principal Attorney will also email a copy of their report to the attorney. If the attorney disagrees with the Principal Attorney's report, they can submit a response to the Public Body Point of Contact. This response is due within 14 days unless the Point of Contact grants an extension. 111. Public Boft's Oblisations on Attornev Evaluations A. After reviewing the Principal Attorney's recommendations and any response, Public Body will fulfill its own obligations under MIDC Standard 7 as outlined in Exhibit II. B. If the attorney is also on the County's appointment list, County will independently follow its process for handling recommendations on reviews. County is not required to inform Public Body about its assessment of an attorney's performance or any action it took based on the recommendation. C. County is not obligated or required to perform any services to improve the quality of representation provided by Public Body's criminal assignment attorneys. Page 9 of 10 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE EXHIBIT II PUBLIC BODY OBLIGATIONS I. Public Body shall designate a representative(s) to act as a Point of Contact with County's Chief Attorney of the IDSO. The Point of Contact's responsibilities shall include: A. Direct coordination and interaction with the Chief Attorney of the IDSO and the Principal Attorney of the IDSO who will be monitoring and regularly assessing the quality of the representation provided by indigent defense attorneys for Public Body. B. Communication with the general public when appropriate about County's and Public Body's coordination of the requirements under MIDC Standard 7. II. Public Body agrees to the following requirements: A. Public Body will be solely responsible for complying with MIDC Standard 7(A) and (B), which requires attorneys on its criminal appointment list to have the basic and misdemeanor case qualifications to perform indigent defense work for Public Body. B. Public Body will provide its criminal appointment list to the Principal Attorney and ensure that the list contains accurate contact information for each attorney. If Public Body is aware, or becomes aware, that any of its attorneys were found to have negative perfoi7nance issues or found to have violated MIDC Standards, Public Body must provide that information to County. C. Public Body Point of Contact will provide Performance Guidelines and Core Competencies as provided by County to each attorney on its criminal appointment list. D. Public Body is responsible for complying with MIDC Standard 7 including, but not limited to, the following: 1) performing its own investigation and evaluation of deficient attorneys; and 2) remedying any deficiencies among its criminal appointment attorneys. E. Public Body is responsible for its own quarterly reporting requirements for Standard 7 under the Public Body's MIDC Grant Contract. F. Public Body understands that County, which includes its IDSO department, is a public body subject to disclosure requirements of the Michigan Freedom of Information Act (hereinafter FOIA), MCL 15.231 el al. Public Body understands that any written evaluations and recommendations made by the Principal Attorney of the IDSO regarding Public Body's criminal appointment attorneys may be subject to disclosure under FOIA. Page 10 of 10 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE INTERLOCAL AGREEMENT BETWEEN OAKLAND COUNTY AND THE CITY OF PONTIAC FOR MIDC STANDARD 7 REVIEW AND QUALIFICATION REQUIREMENTS This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and the City of Pontiac ("Public Body") 47450 Woodward Ave, Pontiac 48342. County and Public Body may be referred to individually as a "Party" and jointly as "Parties." PURPOSE OF AGREEMENT. County and Public Body enter into this Agreement pursuant to the Urban Cooperation Act of 1967, 1967 Public Act 7, MCL 124.501 et seq., for the purpose of complying with the Michigan Indigent Defense Commission Act of 2013, 2013 Public Act 93, MCL 780.981 et seq. (hereinafter "MIDC Act") and delineating the duties of the Parties related to complying with MIDC Standard 7 -- Qualification and Review subject to the terms and conditions set forth in this Agreement, as described in Exhibits I and Exhibit II. In consideration of the mutual promises, obligations, representations, and assurances in this Agreement, the Parties agree to the following: 1. DEFINITIONS. The following words and expressions used throughout this Agreement, whether used in the singular or plural, shall be defined, read, and interpreted as follows: 1.1. Agreement means the terms and conditions of this Agreement and any other mutually agreed to written and executed modification, amendment, Exhibit and attachment. 1.2. Chief Attorney means the department head of the County's Indigent Defense Services Office (hereinafter "IDSO") who will supervise the Principal Attorney who is performing the obligations outlined in Exhibit I. 1.3. Claims mean any alleged losses, claims, complaints, demands for relief or damages, lawsuits, causes of action, proceedings, judgments, deficiencies, liabilities, penalties, litigation, costs, and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation expenses, litigation expenses, amounts paid in settlement, and/or other amounts or liabilities of any kind which are incurred by or asserted against County or Public Body, or for which County or Public Body may become legally and/or contractually obligated to pay or defend against, whether direct, indirect or consequential, whether based upon any alleged violation of the federal or the state constitution, any federal or state statute, rule, regulation, or any alleged violation of federal or state common law, whether any such claims are brought in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 1.4. Confidential Information means all information and data that County is required or permitted by law to keep confidential, including, but not limited to, records of County's security measures, including security plans, security codes and combinations, passwords, keys, and security procedures, to the extent that the records relate to ongoing security of County as well as records or information to protect the security or safety of persons or property, whether public or private, including, but not limited to, building, public works, and public water supply designs relating to ongoing security measures, capabilities and plans for Page 1 of 10 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE responding to violations of the Michigan Anti -terrorism Act, emergency response plans, risk planning documents, threat assessments and domestic preparedness strategies. 1.5. County means Oakland County, a Municipal and Constitutional Corporation, including, but not limited to, all of its departments, divisions, the County Board of Commissioners, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, volunteers, and/or any such person's successors. 1.6. Day means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. 1.7. Exhibits mean the following exhibit(s), which are attached and incorporated into this Agreement: Exhibit I: Scope of County Deliverables Exhibit II: Public Body Obligations 1.8. Performance Guidelines and Core Competencies means the guidelines and requirements as developed by County for review of quality of representation provided by criminal attorneys. 1.9. Points of Contact mean the individuals designated by Public Body and identified to County to act as contacts for communication and other purposes as described herein. 1.10. Principal Attorney means the licensed attorney reporting to the Chief Attorney of County's IDSO who will perform the work as outlined in Exhibit I. 1.11. Public Body means the City of Pontiac which is an entity created by state or local authority or which is primarily funded by or through state or local authority, including, but not limited to, its council, its board, its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, subcontractors, attorneys, volunteers, and/or any such persons' successors. For purposes of this Agreement, Public Body includes any Michigan court, when acting in concert with its funding unit. 2. COUNT-FESPONSIBILITIES. 2.1. County will perform the work as outlined in Exhibit I. County is not obligated or required to provide any additional services that are not specified in this Agreement and Exhibit I. 2.2. County may access, use, and disclose to third parties information, records, and any other content created by County under its Scope of Deliverables in Exhibit I to comply with the law, such as a subpoena, court order, or Freedom of Information Act request as detailed in Exhibit II. 3. PUBLIC BODY RESPONSIBILITIES.I, 3.1. Public Body shall comply with all terms and conditions in this Agreement and agree to comply with the obligations as set forth in Exhibit H. 3.2. Public Body shall respond to and be responsible for all information, FOIA, record, and other document requests directed to Public Body from County. 3.3. Third -party product or service providers may require County to pass through to Public Body certain terms and conditions contained in license agreements, service agreements, acceptable use policies and similar terns of service or usage, in order to provide Services to Page 2 of 10 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE Public Body. Public Body agrees to comply with these terms and conditions. Public Body must follow the termination provisions of this Agreement if it determines that it cannot comply with any of the terms and conditions. 4. DURATION OF INTERLOCAL AGREEMENT. 4.1. This Agreement and any amendments shall be effective when executed by both Parties with resolutions passed or other appropriate authorization given by the governing bodies of each Party, except as otherwise specified herein. The approval and terms of this Agreement and any amendments, except as otherwise specified herein, shall be entered in the official minutes of the governing bodies of each Party. An executed copy of this Agreement and any amendments shall be filed by the County Clerk with the Secretary of State. 4.2. Unless extended by an Amendment, this Agreement shall remain in effect for five (5) years from the date the Agreement is completely executed by all Parties or until cancelled or terminated by any of the Parties pursuant to the terms of the Agreement. 5. ASSURANCES. 5.1. Responsibility for Claims. Each Party shall be responsible for any Claims made against that Party by a third party, and for the acts or omissions of its employees and agents arising under or related to this Agreement. 5.2. Responsibility for Attorney Fees and Costs. In any Claim that may arise from the performance of thus Agreement, each Party shall seek its own legal representation and bear the costs associated with such representation, including judgments and attorney fees. 5.3. No Indemnification. 5.3.1. Except as otherwise provided for in this Agreement, neither Party shall have any right under this Agreement or under any other legal principle to be indemnified or reimbursed by the other Party or any of its agents in connection with any Claim. 5.3.2. Except as otherwise provided in this Agreement, this Agreement does not and is not intended to create any third -party obligation, duty, promise, contractual right or benefit, right to indemnification, right to subrogation, or any other right in favor of any third person or entity. 5.4. Costs. Fines, and Fees for Noncompliance. Public Body shall be solely responsible for all costs, fines, penalties, assessments, and fees associated with its acts or omissions related to this Agreement and/or for noncompliance with this Agreement by said public body. 5.5. Reservation of Rights. This Agreement does not, and is not intended to, impair, divest, delegate or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or immunity of the Parties. Nothing in this Agreement shall be consti Lied as a waiver of governmental immunity for either Party. 5.6. Authorization and Completion of Agreement. The Parties have taken all actions and secured all approvals necessary to authorize and complete this Agreement. The persons signing this Agreement on behalf of each Party have legal authority to sign this Agreement and bind the Parties to the terms and conditions contained herein. Page 3 of 10 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE 5.7. Comnliance with Laws. Each Party shall comply with all federal, state, and local ordinances, regulations, administrative rules, and requirements applicable to its activities performed under this Agreement. 6. USE OF CONFIDENTIAL INFORMATION 6.1. The Parties shall not reproduce, provide, disclose, or give access to Confidential Information to County or Public Body employees, agents, or contractors not having a legitimate need to know the Confidential Information, or to any third -party. County and Public Body shall only use the Confidential Information for performance of this Agreement. Notwithstanding the foregoing, the Parties may disclose the Confidential Information if required by law, statute, or other legal process provided that the Party required to disclose the information: (i) provides prompt written notice of the impending disclosure to the other Party, (ii) provides reasonable assistance in opposing or limiting the disclosure, and (iii) makes only such disclosure as is compelled or required. This Agreement imposes no obligation upon the Parties with respect to any Confidential Information when it can established by legally sufficient evidence that the Confidential Information: (i) was in possession of or was known by prior to its receipt from the other Party, without any obligation to maintain its confidentiality; or (ii) was obtained from a third party having the right to disclose it, without an obligation to keep such information confidential. 6.2. Notwithstanding anything to the contrary, County has no obligation to inform or provide notice to Public Body regarding the disclosure of non -Confidential Information or records that are required to be disclosed by law. 6.3. Subject to any record retention laws or legal requirements, within five (5) business days after receiving a written request from the other Party, or upon termination of this Agreement, the receiving Party shall return or destroy all of the disclosing Parry's Confidential Information. 7. VISCL IMER OF WARRAN '' . 7.1. COUNTY SERVICES, INCLUDING ANY GOODS, SERVICES, PARTS, SUPPLIES, EQUIPMENT, OR OTHER ITEMS THAT ARE PROVIDED TO PUBLIC BODY UNDER THIS AGREEMENT, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, "WITH ALL FAULTS." 7.2. COUNTY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON- INFRINGEMENT. 8. LIMITATION OF LIABILITY. 8.1. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, AND/OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT, REGARDLESS OF WHETHER THE OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. 8.2. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN AND TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF COUNTY TO Page 4 of 10 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE PUBLIC BODY UNDER THIS AGREEMENT (WHETHER BY REASON OF BREACH OF CONTRACT, TORT, EQUITY, OR OTHERWISE) SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100). 9. DISPUTE.. RESOLUTION. All disputes relating to the execution, interpretation, performance, or nonperformance of this Agreement involving or affecting the Parties may first be submitted to and Public Body's Agreement Administrator/Point of Contact for possible resolution. County's Chief Attorney of IDSO and Public Body's Agreement Administrator/Point of Contact may promptly meet and confer in an effort to resolve such dispute. If they cannot resolve the dispute in five (5) business days, the dispute may be submitted to the chief executive officials of each Party or their designees. The chief executive officials or their designees may meet promptly and confer in an effort to resolve such dispute. 10. TERMINATION OR CANCEI�TION OF AGREEMEj�T. 10.1. Termination for Convenience. Either Party may terminate or cancel this entire Agreement or any one of the Services described in the attached Exhibit(s), upon sixty (60) days' written notice, for any reason including convenience. 10.2. Immediate Termination. County may terminate or cancel this Agreement, in whole or in part, immediately, upon notice to the Public Body, if any third -party funding for this Agreement is reduced or terminated. 10.3. The effective date of termination and/or cancellation shall be clearly stated in the written notice. Either the County Executive or the Board of Commissioners are authorized to terminate this Agreement for County under this provision. 11. SUSPENSION OF SERVICIM. County, through its Chief Attorney of the IDSO, may suspend Services immediately for any period of time for any of the following reasons: (i) requests by law enforcement or other governmental agencies; (ii) engagement by Public Body in fraudulent or illegal activities relating to the Services provided herein; (iii) breach of the terms and conditions of this Agreement; or (iv) unexpected technical, security, or personnel issues. The right to suspend Services is in addition to the right to terminate or cancel this Agreement according to the provisions in Section 10. County shall not incur any penalty, expense or liability if Services are suspended under this Section. 12. GENERAL TERMS AND CONDITIONS. 12.1. Delegation or assignment. Neither Party shall delegate or assign any obligations or rights under this Agreement without the prior written consent of the other Party. 12.2. No emvlovee-emplover relationship. Nothing in this Agreement shall be construed as creating an employee -employer relationship between County and Public Body. At all times and for all purposes under this Agreement, the Parties' relationship to each other is that of an independent contractor. Each Party will be solely responsible for the acts of its own employees, contractors, agents, and servants during the term of this Agreement. No liability, right or benefits arising out of an employer/employee relationship, either express or implied, shall arise or accrue to either Patty as a result of this Agreement. 12.3. No third-varty beneficiaries. Except as provided for the benefit of the Parties, this Agreement does not and is not intended to create any obligation, duty, promise, contractual Page 5 of 10 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE right or benefit, right to indemnification, right to subrogation, and/or any other right in favor of any other person or entity. 12.4. No implied waiver. 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. 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. No waiver by either Party shall subsequently affect its right to require strict performance of this Agreement. 12.5. 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. 12.6. Precedence of documents. In the event of a conflict between the terms and conditions of any of the documents that comprise this Agreement, the terms in the Agreement shall prevail and take precedence over any allegedly conflicting terms and conditions in the Exhibits or other documents that comprise this Agreement. 12.7. 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, any reference to gender, and any use of the nominative, objective or possessive case in this Agreement shall be deemed the appropriate plurality, gender or possession as the context requires. 12.8. Force maieure. Notwithstanding any other term or provision of this Agreement, neither Party shall be liable to the other for any failure of performance hereunder if such failure is due to any cause beyond the reasonable control of that Party and that Party cannot reasonably accommodate or mitigate the effects of any such cause. Such cause shall include, without limitation, acts of God, fie, explosion, national emergencies, insurrections, riots, wars, strikes, lockouts, work stoppages, other labor difficulties, or any law, order, regulation, direction, action, or request of the United States government or of any other government. Reasonable notice shall be given to the affected Party of any such event. 12.9. Notices. Except as otherwise provided in the Exhibits, 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: (i) the date of actual receipt; (ii) the next business day when notice is sent express delivery service or personal delivery; or (iii) three days after mailing first class or certified U.S, mail. 12.9.1. If Notice is sent to County, it shall be addressed and sent to: 1) County's Chief Attorney of the Indigent Defense Services Office at 1200 N. Telegraph Road, Building 14E, Second Floor, Pontiac, MI 48341-0419. 12.9.2. If Notice is sent to Public Body, it shall be addressed to: Deputy Mayor of the City of Pontiac, 47450 Woodward Ave, Pontiac 48342. Page 6of10 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE 12.9.3. Either Party may change the individual to whom Notice is sent and/or the mailing address by notifying the other Party in writing of the change. 12.10. Governing law/consent to jurisdiction and venue. This Agreement shall be governed, interpreted, and enforced by the laws of the State of Michigan. Except as otherwise required by law or court rule, any action brought to enforce, interpret, or decide any Claim arising under or related to this Agreement shall be brought in the 6th 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. 12.11. Survival of terms. The following terms and conditions shall survive and continue in full force beyond the termination or cancellation of this Contract (or any part thereof) until the terms and conditions are fully satisfied or expire by their nature: Definitions (Section 1); Assurances (Section 6); Use of Confidential Information (Section 7); Disclaimer of Warranties (Section 8); Limitation of Liability (Section 9); Dispute Resolution (Section 10); and General Terms and Conditions (Section 13). 12.12. Entire agreement. 12.12.1. This Agreement represents the entire agreement and understanding between the Parties regarding the Services/goods described in the attached Exhibit(s) and supersedes all other oral or written agreements between the Parties. 12.12.2. The language of this Agreement shall be construed as a whole according to its fair meaning, and not construed strictly for or against any Party. IN WITNESS WHEREOF, [insert name and title of public body official] hereby acknowledges that they have been authorized by a resolution of the City of Pontiac, a certified copy of which is attached, to execute this Agreement on behalf of Public Body and hereby accepts and binds Public Body to the terms and conditions of this Agreement. EXECUTED: DATE: [insert name of official, title, and name of public body] WITNESSED: DATE: [insert name, title] AGREEMENT ADMINISTRATOR: DATE: (IF APPLICABLE) IN WITNESS WHEREOF, David T. Woodward, Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland Page 7 of 10 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE County Board of Commissioners to execute this Agreement on behalf of Oakland County, and hereby accepts and binds Oakland County to the terms and conditions of this Agreement. EXECUTED: DATE: David T. Woodward, Chairperson Oakland County Board of Commissioners EXHIBIT I SCOPE OF COUNTY DELIVERABLES I. Standard 7 Performance Review Process Overview A. MIDC Standard 7(A) and (B) requires attorneys on its criminal appointment list to have the basic and misdemeanor case qualifications to perform indigent defense work for Public Body. County will not determine whether the attorneys on Public Body's criminal appointment list have the basic qualifications required under MIDC Standard 7(A) and (B). B. County agrees to periodically report on the quality of the representation provided by individual indigent defense attorneys for Public Body as required under MIDC Standard 7(C). County will satisfy this requirement through the process below. C. Every year, County will conduct a performance review of approximately one-third of the total number of attorneys on Public Body's criminal appointment list under the Performance Guidelines and Core Competencies established by County. The Performance Guidelines and Core Competencies will be provided to the Public Body Point of Contact. The Public Body Point of Contact will provide copies of these documents to the attorneys on Public Body's criminal appointment list before County performs its duties under Exhibit I. County reserves the right to revise the Performance Guidelines and Core Competencies as necessary to achieve quality of representation as required under MIDC Standard 7. County will provide reasonable notice to Public Body of any changes. D. Newer attorneys and attorneys needing improvement or subject to performance improvement plans may be reviewed more frequently. II. Review Process Steps A. Step One: The IDSO will email the attorney to be reviewed and ask them to complete the self -assessment report which includes attaching a recent writing sample —and provide a list of their upcoming court hearings for the next 30 days. Absent good cause, this information is due within 14 days of the request. B. Step Two: The Principal Attorney will gather information about the attorney's performance Page 8 of 10 1NTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE via, among other things, in -court observation(s) and stakeholder surveys, including but not limited to peers in the criminal defense community, judges, assistant prosecutors, and indigent clients. In -court observations may be asynchronous and occur at a court other than the Public Body's third-class district court. C. Stem Three: The Principal Attorney will meet with the attorney and review at least three of the attorney's recent case files at the Principal Attorney's office. The Principal Attorney has discretion to meet with the attorney at another location. (Privileged material in the files can be redacted.) D. Stet) Four: The Principal Attorney will determine whether or not the attorney has met expectations or needs improvement under the established Performance Guidelines and Core Competencies. The Principal Attorney will submit a report with their recommendations to the Public Body Point of Contact for consideration. The Principal Attorney will also email a copy of their report to the attorney. If the attorney disagrees with the Principal Attorney's report, they can submit a response to the Public Body Point of Contact. This response is due within 14 days unless the Point of Contact grants an extension. III. Public Body's Obligations on Attorney Evaluations A. After reviewing the Principal Attorney's recommendations and any response, Public Body will fulfill its own obligations under MIDC Standard 7 as outlined in Exhibit II. B. If the attorney is also on the County's appointment list, County will independently follow its process for handling recommendations on reviews. County is not required to inform Public Body about its assessment of an attorney's perfonnance or any action it took based on the recommendation. C. County is not obligated or required to perform any services to improve the quality of representation provided by Public Body's criminal assignment attorneys. Page 9 of 10 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE EXHIBIT II PUBLIC BODY OBLIGATIONS I. Public Body shall designate a representative(s) to act as a Point of Contact with County's Chief Attorney of the IDSO. The Point of Contact's responsibilities shall include: A. Direct coordination and interaction with the Chief Attorney of the IDSO and the Principal Attorney of the IDSO who will be monitoring and regularly assessing the quality of the representation provided by indigent defense attorneys for Public Body. B. Communication with the general public when appropriate about County's and Public Body's coordination of the requirements under MIDC Standard 7. II. Public Body agrees to the following requirements: A. Public Body will be solely responsible for complying with MIDC Standard 7(A) and (B), which requires attorneys on its criminal appointment list to have the basic and misdemeanor case qualifications to perform indigent defense work for Public Body. B. Public Body will provide its criminal appointment list to the Principal Attorney and ensure that the list contains accurate contact information for each attorney. If Public Body is aware, or becomes aware, that any of its attorneys were found to have negative performance issues or found to have violated MIDC Standards, Public Body must provide that information to County. C. Public Body Point of Contact will provide Performance Guidelines and Core Competencies as provided by County to each attorney on its criminal appointment list. D. Public Body is responsible for complying with MIDC Standard 7 including, but not limited to, the following: 1) performing its own investigation and evaluation of deficient attorneys; and 2) remedying any deficiencies among its criminal appointment attorneys. E. Public Body is responsible for its own quarterly reporting requirements for Standard 7 under the Public Body's MIDC Grant Contract. F. Public Body understands that County, which includes its IDSO department, is a public body subject to disclosure requirements of the Michigan Freedom of Information Act (hereinafter FOIA), MCL 15.231 el al. Public Body understands that any written evaluations and recommendations made by the Principal Attorney of the IDSO regarding Public Body's criminal appointment attorneys may be subject to disclosure under FOIA. Page 10 of 10 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE INTERLOCAL AGREEMENT BETWEEN OAKLAND COUNTY AND CITY OF SOUTHFIELD FOR MIDC STANDARD 7 REVIEW AND QUALIFICATION REQUIREMENTS This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and the City of Southfield ("Public Body") 26000 Evergreen, Southfield, Michigan 48076. County and Public Body may be referred to individually as a "Party" and jointly as "Parties." ELUOSE OF AGREEMENT. County and Public Body enter into this Agreement pursuant to the Urban Cooperation Act of 1967, 1967 Public Act 7, MCL 124.501 et seq., for the purpose of complying with the Michigan Indigent Defense Commission Act of 2013, 2013 Public Act 93, MCL 780.981 et seq. (hereinafter "MIDC Act") and delineating the duties of the Parties related to complying with MIDC Standard 7 — Qualification and Review subject to the terms and conditions set forth in this Agreement, as described in Exhibits I and Exhibit II. In consideration of the mutual promises, obligations, representations, and assurances in this Agreement, the Parties agree to the following: 1. DEFINITIONS. The following words and expressions used throughout this Agreement, whether used in the singular or plural, shall be defined, read, and interpreted as follows: 1.1. Agreement means the terms and conditions of this Agreement and any other mutually agreed to written and executed modification, amendment, Exhibit and attachment. 1.2. Chief Attornev means the department head of the County's Indigent Defense Services Office (hereinafter "IDSO") who will supervise the Principal Attorney who is performing the obligations outlined in Exhibit I. 1.3. Claims mean any alleged losses, claims, complaints, demands for relief or damages, lawsuits, causes of action, proceedings, judgments, deficiencies, liabilities, penalties, litigation, costs, and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation expenses, litigation expenses, amounts paid in settlement, and/or other amounts or liabilities of any kind which are incurred by or asserted against County or Public Body, or for which County or Public Body may become legally and/or contractually obligated to pay or defend against, whether direct, indirect or consequential, whether based upon any alleged violation of the federal or the state constitution, any federal or state statute, rule, regulation, or any alleged violation of federal or state common law, whether any such claims are brought in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 1.4. Confidential Information means all information and data that County is required or permitted by law to keep confidential, including, but not limited to, records of County's security measures, including security plans, security codes and combinations, passwords, keys, and security procedures, to the extent that the records relate to ongoing security of County as well as records or information to protect the security or safety of persons or property, whether public or private, including, but not limited to, building, public works, and public water supply designs relating to ongoing security measures, capabilities and plans for responding to violations of the Michigan Anti -terrorism Act, emergency response plans, risk planning documents, threat assessments and domestic preparedness strategies. Page 1 of 10 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE 1.5. County means Oakland County, a Municipal and Constitutional Corporation, including, but not limited to, all of its departments, divisions, the County Board of Commissioners, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, volunteers, and/or any such person's successors. 1.6. Day means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. .7. Exhibits mean the following exhibit(s), which are attached and incorporated into this Agreement: Exhibit I: Scope of County Deliverables Exhibit II: Public Body Obligations 1.8. Performance Guidelines and Core Competencies means the guidelines and requirements as developed by County for review of quality of representation provided by criminal attorneys. 1.9. Points of Contact mean the individuals designated by Public Body and identified to County to act as contacts for communication and other purposes as described herein. 1.10. Principal Attornev means the licensed attorney reporting to the Chief Attorney of County's IDSO who will perform the work as outlined in Exhibit I. 1.11. Public Bodv means the City of Southfield which is an entity created by state or local authority or which is primarily funded by or through state or local authority, including, but not limited to, its council, its board, its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, subcontractors, attorneys, volunteers, and/or any such persons' successors. For purposes of this Agreement, Public Body includes any Michigan court, when acting in concert with its funding unit. 2. COUNTY REarQNSIBILITI. 2.1. County will perform the work as outlined in Exhibit I. County is not obligated or required to provide any additional services that are not specified in this Agreement and Exhibit I. 2.2. County may access, use, and disclose to third parties information, records, and any other content created by County under its Scope of Deliverables in Exhibit I to comply with the law, such as a subpoena, court order, or Freedom of Information Act request as detailed in Exhibit H. 3. PUBLIC BODY RESPONSIBILI')M. 3.1. Public Body shall comply with all terms and conditions in this Agreement and agree to comply with the obligations as set forth in Exhibit II. 3.2. Public Body shall respond to and be responsible for all information, FOIA, record, and other document requests directed to Public Body from County. 3.3. Third -party product or service providers may require County to pass through to Public Body certain terms and conditions contained in license agreements, service agreements, acceptable use policies and similar terms of service or usage, in order to provide Services to Public Body. Public Body agrees to comply with these terms and conditions. Public Body must follow the termination provisions of this Agreement if it determines that it cannot comply with any of the terms and conditions. 4. DURATION OF INTERLOCAL AGREEMENT. Page 2 of 10 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE 4.1. This Agreement and any amendments shall be effective when executed by both Parties with resolutions passed or other appropriate authorization given by the governing bodies of each Party, except as otherwise specified herein. The approval and terms of this Agreement and any amendments, except as otherwise specified herein, shall be entered in the official minutes of the governing bodies of each Party. An executed copy of this Agreement and any amendments shall be filed by the County Clerk with the Secretary of State. 4.2. Unless extended by an Amendment, this Agreement shall remain in effect for five (5) years from the date the Agreement is completely executed by all Parties or until cancelled or terminated by any of the Parties pursuant to the terms of the Agreement. 5. ASSURANCES. 5.1. Responsibility for Claims. Each Party shall be responsible for any Claims made against that Party by a third party, and for the acts or omissions of its employees and agents arising under or related to this Agreement. 5.2. Responsibility for Attornev Fees and Costs. 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 judgments and attorney fees. 5.3. No Indemnification. 5.3.1. Except as otherwise provided for in this Agreement, neither Party shall have any right under this Agreement or under any other legal principle to be indemnified or reimbursed by the other Party or any of its agents in connection with any Claim. 5.3.2. Except as otherwise provided in this Agreement, this Agreement does not and is not intended to create any third -party obligation, duty, promise, contractual right or benefit, right to indemnification, right to subrogation, or any other right in favor of any third person or entity. 5.4. Costs, Fines, and Fees for Noncompliance. Public Body shall be solely responsible for all costs, fines, penalties, assessments, and fees associated with its acts or omissions related to this Agreement and/or for noncompliance with this Agreement. 5.5. Reservation of Rights. This Agreement does not, and is not intended to, impair, divest, delegate or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or immunity of the Parties. Nothing in this Agreement shall be construed as a waiver of governmental immunity for either Party. 5.6. Authorization and Completion of Agreement. The Parties have taken all actions and secured all approvals necessary to authorize and complete this Agreement. The persons signing this Agreement on behalf of each Party have legal authority to sign this Agreement and bind the Parties to the terms and conditions contained herein. 5.7. Compliance with Laws. Each Party shall comply with all federal, state, and local ordinances, regulations, administrative rules, and requirements applicable to its activities performed under this Agreement. 6. USE OF CONFIDENTIAL INFORMATION 6.1. The Parties shall not reproduce, provide, disclose, or give access to Confidential Information to County or Public Body employees, agents, or contractors not having a legitimate need to know the Confidential Information, or to any third -party. County and Public Body shall only use the Confidential Information for performance of this Agreement. Notwithstanding the foregoing, the Parties may disclose the Confidential Page 3 of 10 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE Information if required by law, statute, or other legal process provided that the Party required to disclose the information: (i) provides prompt written notice of the impending disclosure to the other Party, (ii) provides reasonable assistance in opposing or limiting the disclosure, and (iii) makes only such disclosure as is compelled or required. This Agreement imposes no obligation upon the Parties with respect to any Confidential Information when it can established by legally sufficient evidence that the Confidential Information: (i) was in possession of or was known by prior to its receipt from the other Party, without any obligation to maintain its confidentiality; or (ii) was obtained from a third party having the right to disclose it, without an obligation to keep such information confidential. 6.2. Notwithstanding anything to the contrary, County has no obligation to inform or provide notice to Public Body regarding the disclosure of non -Confidential Information or records that are required to be disclosed by law. 6.3. Subject to any record retention laws or legal requirements, within five (5) business days after receiving a written request from the other Party, or upon termination of this Agreement, the receiving Party shall return or destroy all of the disclosing Party's Confidential Information. 7. J)JSCLAIMER OF WARRANTIES. 7.1. COUNTY SERVICES, INCLUDING ANY GOODS, SERVICES, PARTS, SUPPLIES, EQUIPMENT, OR OTHER ITEMS THAT ARE PROVIDED TO PUBLIC BODY UNDER THIS AGREEMENT, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, "WITH ALL FAULTS." 7.2. COUNTY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON- INFRINGEMENT. 7.3. COUNTY MAKES NO WARRANTY THAT: (I) THE SERVICES WILL MEET PUBLIC BODY'S REQUIREMENTS, OR (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ACCURATE, OR ERROR -FREE. 8. LJMITATION OF LIABILITY. 8.1. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, AND/OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT, REGARDLESS OF WHETHER THE OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. 8.2. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN AND TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF COUNTY TO PUBLIC BODY UNDER THIS AGREEMENT (WHETHER BY REASON OF BREACH OF CONTRACT, TORT, EQUITY, OR OTHERWISE) SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100). 9. DISPUTF. RE OL.UTION. All disputes relating to the execution, interpretation, performance, or nonperformance of this Agreement involving or affecting the Parties may first be submitted to and Public Body's Agreement Administrator/Point of Contact for possible resolution. County's Chief Attorney of IDSO and Public Body's Agreement Administrator/Point of Contact may promptly meet and confer in an effort to resolve such dispute. If they cannot resolve the dispute in five (5) Page 4 of 10 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE business days, the dispute may be submitted to the chief executive officials of each Party or their designees. The chief executive officials or their designees may meet promptly and confer in an effort to resolve such dispute. 10. TERMINATION OR CANCELLATION OF AGREEMENT. 10.1. Termination for Convenience. Either Party may terminate or cancel this entire Agreement or any one of the Services described in the attached Exhibit(s), upon one hundred twenty (120) days' written notice, for any reason including convenience. 10.2. Immediate Termination. County may terminate or cancel this Agreement, in whole or in part, immediately, upon notice to the Public Body, if any third -party funding for this Agreement is reduced or terminated. 10.3. The effective date of termination and/or cancellation shall be clearly stated in the written notice. Either the County Executive or the Board of Commissioners are authorized to terminate this Agreement for County under this provision. 11. SUSPENSION OF SERVICES. County, through its Chief Attorney of the IDSO, may suspend Services immediately for any period of time for any of the following reasons: (i) requests by law enforcement or other governmental agencies; (ii) engagement by Public Body in fraudulent or illegal activities relating to the Services provided herein; (iii) breach of the terms and conditions of this Agreement; or (iv) unexpected technical, security, or personnel issues. The right to suspend Services is in addition to the right to terminate or cancel this Agreement according to the provisions in Section 10. County shall not incur any penalty, expense or liability if Services are suspended under this Section. 12. GENERAL TERMS AND CONDITIONS. 12.1. Delegation or assignment. Neither Party shall delegate or assign any obligations or rights under this Agreement without the prior written consent of the other Party. 12.2. No emplovee-emplover relationship. Nothing in this Agreement shall be construed as creating an employee -employer relationship between County and Public Body. At all times and for all purposes under this Agreement, the Parties' relationship to each other is that of an independent contractor. Each Party will be solely responsible for the acts of its own employees, contractors, agents, and servants during the term of this Agreement. No liability, right or benefits arising out of an employer/employee relationship, either express or implied, shall arise or accrue to either Party as a result of this Agreement. 12.3. No third -party beneficiaries. Except as provided for the benefit of the Parties, this Agreement does not and is not intended to create any obligation, duty, promise, contractual right or benefit, right to indemnification, right to subrogation, and/or any other right in favor of any other person or entity. 12.4. No implied waiver. 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. 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. No waiver by either Party shall subsequently affect its right to require strict performance of this Agreement. 12.5. Severabilitv. 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 Page 5 of 10 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE this Agreement. All other terms, conditions, and provisions of this Agreement shall remain in full force. 12.6. Precedence of documents. In the event of a conflict between the terms and conditions of any of the documents that comprise this Agreement, the terms in the Agreement shall prevail and take precedence over any allegedly conflicting terms and conditions in the Exhibits or other documents that comprise this Agreement. 12.7. 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, any reference to gender, and any use of the nominative, objective or possessive case in this Agreement shall be deemed the appropriate plurality, gender or possession as the context requires. 12.8. Force maieure. Notwithstanding any other term or provision of this Agreement, neither Party shall be liable to the other for any failure of performance hereunder if such failure is due to any cause beyond the reasonable control of that Party and that Party cannot reasonably accommodate or mitigate the effects of any such cause. Such cause shall include, without limitation, acts of God, fire, explosion, vandalism, national emergencies, insurrections, riots, wars, strikes, lockouts, work stoppages, other labor difficulties, or any law, order, regulation, direction, action, or request of the United States government or of any other government. Reasonable notice shall be given to the affected Party of any such event. 12.9. Notices. Except as otherwise provided in the Exhibits, 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: (i) the date of actual receipt; (ii) the next business day when notice is sent express delivery service or personal delivery; or (iii) three days after mailing first class or certified U.S. mail. 12.9. L If Notice is sent to County, it shall be addressed and sent to: 1) County's Chief Attorney of the Indigent Defense Services Office at 1200 N. Telegraph Road, Building 14E, Second Floor, Pontiac, MI 48341-0419. 12.9.2. If Notice is sent to Public Body, it shall be addressed to: 1) Southfield City Attorney's Office at 26000 Evergreen, Southfield, Michigan 48076. 12.9.3. Either Party may change the individual to whom Notice is sent and/or the mailing address by notifying the other Party in writing of the change. 12.10. Governing law/consent to iurisdiction and venue. This Agreement shall be governed, interpreted, and enforced by the laws of the State of Michigan. Except as otherwise required by law or court rule, any action brought to enforce, interpret, or decide any Claim arising under or related to this Agreement shall be brought in the 6th 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. 12.11. Survival of terms. The following terms and conditions shall survive and continue in full force beyond the termination or cancellation of this Contract (or any part thereof) until the terms and conditions are fully satisfied or expire by their nature: Definitions (Section 1); Assurances (Section 6); Use of Confidential Information (Section 7); Disclaimer of Warranties (Section 8); Page 6of10 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE Limitation of Liability (Section 9); Dispute Resolution (Section 10); and General Terms and Conditions (Section 13). 12.12. Entire agreement. 12.12.1. This Agreement represents the entire agreement and understanding between the Parties regarding the Services/goods described in the attached Exhibit(s) and supersedes all other oral or written agreements between the Parties. 12.12.2. The language of this Agreement shall be construed as a whole according to its fair meaning, and not construed strictly for or against any Party. IN WITNESS WHEREOF, Kenson J. Siver, Mayor and Janet Jackson, City Clerk hereby acknowledge that they have been authorized by a resolution of the City of Southfield, a certified copy of which is attached, to execute this Agreement on behalf of Public Body and hereby accept and bind Public Body to the terms and conditions of this Agreement. EXECUTED. ' lrPhi DATE: Kenson J. Siver, Mayor City of Southfield EXECUTED: �—'�� l�'� DATE: et on, Ci City of Southfi WITNESSED: /3 i DATE: e%/7 ZS. AGREEMENT ADMINISTRATOR: ADATE: 1 /21 /25 Tanya�rillo, &CC IN WITNESS WHEREOF, David T. Woodward, Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners to execute this Agreement on behalf of Oakland County, and hereby accepts and binds Oakland County to the terms and conditions of this Agreement. EXECUTED: David T. Woodward, Chairperson Oakland County Board of Commissioners Page 7 of 10 DATE: INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE EXHIBIT I SCOPE OF COUNTY DELIVERABLES I. Standard 7 Performance Review Process Overview A. MIDC Standard 7(A) and (B) requires attorneys on its criminal appointment list to have the basic and misdemeanor case qualifications to perform indigent defense work for Public Body. County will not determine whether the attorneys on Public Body's criminal appointment list have the basic qualifications required under MIDC Standard 7(A) and (B). B. County agrees to periodically report on the quality of the representation provided by individual indigent defense attorneys for Public Body as required under MIDC Standard 7(C). County will satisfy this requirement through the process below. C. Every year, County will conduct a performance review of approximately one-third of the total number of attorneys on Public Body's criminal appointment list under the Performance Guidelines and Core Competencies established by County. The Performance Guidelines and Core Competencies will be provided to the Public Body Point of Contact. The Public Body Point of Contact will provide copies of these documents to the attorneys on Public Body's criminal appointment list before County performs its duties under Exhibit I. County reserves the right to revise the Performance Guidelines and Core Competencies as necessary to achieve quality of representation as required under MIDC Standard 7. County will provide reasonable notice to Public Body of any changes. D. Newer attorneys and attorneys needing improvement or subject to performance improvement plans may be reviewed more frequently. II. Review Process Steps A. Stem One: The IDSO will email the attorney to be reviewed and ask them to complete the self -assessment report —which includes attaching a recent writing sample —and provide a list of their upcoming court hearings for the next 30 days. Absent good cause, this information is due within 14 days of the request. B. Stem Two: The Principal Attorney will gather information about the attorney's performance via, among other things, in -court observation(s) and stakeholder surveys, including but not limited to peers in the criminal defense community, judges, assistant prosecutors, and indigent clients. In -court observations may be asynchronous and occur at a court other than the Public Body's third-class district court. Page 8 of 10 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE C. Step Three: The Principal Attorney will meet with the attorney and review at least three of the attorney's recent case files at the Principal Attorney's office. The Principal Attorney has discretion to meet with the attorney at another location. (Privileged material in the files can be redacted.) D. Step Four: The Principal Attorney will determine whether or not the attorney has met expectations or needs improvement under the established Performance Guidelines and Core Competencies. The Principal Attorney will submit a report with their recommendations to the Public Body Point of Contact for consideration. The Principal Attorney will also email a copy of their report to the attorney. If the attorney disagrees with the Principal Attorney's report, they can submit a response to the Public Body Point of Contact. This response is due within 14 days unless the Point of Contact grants an extension. III. Public Bodv's Obligations on Attornev Evaluations A. After reviewing the Principal Attorney's recommendations and any response, Public Body will fulfill its own obligations under MIDC Standard 7 as outlined in Exhibit II. B. If the attorney is also on the County's appointment list, County will independently follow its process for handling recommendations on reviews. County is not required to inform Public Body about its assessment of an attorney's performance or any action it took based on the recommendation. C. County is not obligated or required to perform any services to improve the quality of representation provided by Public Body's criminal assignment attorneys. Page 9 of 10 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE EXHIBIT II PUBLIC BODY OBLIGATIONS I. Public Body shall designate a representative(s) to act as a Point of Contact with County's Chief Attorney of the IDSO. The Point of Contact's responsibilities shall include: A. Direct coordination and interaction with the Chief Attorney of the IDSO and the Principal Attorney of the IDSO who will be monitoring and regularly assessing the quality of the representation provided by indigent defense attorneys for Public Body. B. Communication with the general public when appropriate about County's and Public Body's coordination of the requirements under MIDC Standard 7. II. Public Body agrees to the following requirements: A. Public Body will be solely responsible for complying with MIDC Standard 7(A) and (B), which requires attorneys on its criminal appointment list to have the basic and misdemeanor case qualifications to perform indigent defense work for Public Body. B. Public Body will provide its criminal appointment list to the Principal Attorney and ensure that the list contains accurate contact information for each attorney. If Public Body is aware, or becomes aware, that any of its attorneys were found to have negative performance issues or found to have violated MIDC Standards, Public Body must provide that information to County. C. Public Body Point of Contact will provide Performance Guidelines and Core Competencies as provided by County to each attorney on its criminal appointment list. D. Public Body is responsible for complying with MIDC Standard 7 including, but not limited to, the following: 1) performing its own investigation and evaluation of deficient attorneys; and 2) remedying any deficiencies among its criminal appointment attorneys. E. Public Body is responsible for its own quarterly reporting requirements for Standard 7 under the Public Body's MIDC Grant Contract. F. Public Body understands that County, which includes its IDSO department, is a public body subject to disclosure requirements of the Michigan Freedom of Information Act (hereinafter FOIA), MCL 15.231 et al. Public Body understands that any written evaluations and recommendations made by the Principal Attorney of the IDSO regarding Public Body's criminal appointment attorneys may be subject to disclosure under FOIA. Page 10 of 10 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE INTERLOCAL AGREEMENT BETWEEN OAKLAND COUNTY AND CITY OF OAK PARK FOR MIDC STANDARD 7 REVIEW AND QUALIFICATION REQUIREMENTS This Agreement (the "Agreement) is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and the City of Oak Park ("Public Body") 14000 Oak Park Blvd., Oak Park, Michigan 48237. County and Public Body may be referred to individually as a "Party" and jointly as "Parties." PURPOSE OF AGREEMENT. County and Public Body enter into this Agreement pursuant to the Urban Cooperation Act of 1967, 1967 Public Act 7, MCL 124.501 et seq., for the purpose of complying with the Michigan Indigent Defense Commission Act of 2013, 2013 Public Act 93, MCL 780.981 et seq. (hereinafter "MIDC Act") and delineating the duties of the Parties related to complying with MIDC Standard 7 — Qualification and Review subject to the terms and conditions set forth in this Agreement, as described in Exhibits I and Exhibit H. In consideration of the mutual promises, obligations, representations, and assurances in this Agreement, the Parties agree to the following: 1. DEFINITIONS. The following'words and expressions used throughout this Agreement; whether used in the singular or plural, shall be defined, read, and interpreted as follows: 1.1. Agreement means the terms and conditions of this Agreement and any other mutually agreed to written and executed modification, amendment, Exhibit and attachment. 1.2. Chief Attornev means the department head of the County's Indigent Defense Services Office (hereinafter "IDSO") who will supervise the Principal Attorney who is performing the obligations outlined in Exhibit I. 1.3. Claims mean any alleged losses, claims, complaints, demands for relief or damages, lawsuits, causes of action, proceedings, judgments, deficiencies, liabilities, penalties, litigation, costs, and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation expenses, litigation expenses, amounts paid in settlement, and/or other amounts or liabilities of any kind which are incurred by or asserted against County or Public Body, or for which County or Public Body may become legally and/or contractually obligated to pay or defend against, whether direct, indirect or consequential, whether based upon any alleged violation of the federal or the state constitution, any federal or state statute, rule, regulation, or any alleged violation of federal or state common law, whether any such claims are brought in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 1.4. Confidential Information means all information and data that County is required or permitted by law to keep confidential, including, but not limited to, records of County's security measures, including security plans, security codes and combinations, passwords, keys, and security procedures, to the extent that the records relate to ongoing security of County as well as records or information to protect the security or safety of persons or property, whether public or private, including, but not limited to, building, public works, and public water supply designs relating to ongoing security measures, capabilities and plans for Page 1 of 11 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE responding to violations of the Michigan Anti -terrorism Act, emergency response plans, risk planning documents, threat assessments and domestic preparedness strategies. 1.5. County means Oakland County, a Municipal and Constitutional Corporation, including, but not limited to, all of its departments, divisions, the County Board of Commissioners, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, volunteers, and/or any such person's successors. 1.6. Day means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. 1.7. Exhibits mean the following exhibit(s), which are attached and incorporated into this Agreement: Exhibit I: Scope of County Deliverables Exhibit II: Public Body Obligations 1.8. Performance Guidelines and Core. Competencies means the guidelines and requirements as developed by County for review of quality of representation provided by criminal attorneys. 1.9. Points of Contact mean the individuals designated by Public Body and identified to County to act as contacts for communication and other purposes as described herein. 1.10. Principal Attorney means the licensed attorney reporting to the Chief Attorney of County's IDSO who will perform the work as outlined in Exhibit I. 1.11. Public Bodv means the City of Oak Park which is an entity created by state or local authority or which is primarily funded by or through state or local authority, including, but not limited to, its council, its board, its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, subcontractors, attorneys, volunteers, and/or any such persons' successors. For purposes of this Agreement, Public Body includes any Michigan court, when acting in concert with its funding unit. 2. COUNTY RESPONSIBILITIES. 2.1. County will perform the work as outlined in Exhibit I. County is not obligated or required to provide any additional services that are not specified in this Agreement and Exhibit I. 2.2. County may access, use, and disclose to third parties information, records, and any other content created by County under its Scope of Deliverables in Exhibit I to comply with the law, such as a subpoena, court order, or Freedom of Information Act request as detailed in Exhibit II. mil : : Iii� _ _' ! -1_- -m-IliM 3.1. Public Body shall comply with all terms and conditions in this Agreement and agree to comply with the obligations as set forth in Exhibit II. 3.2. Public Body shall respond to and be responsible for all information, FOIA, record, and other document requests directed to Public Body from County. 3.3. Third -party product or service providers may require County to pass through to Public Body certain terms and conditions contained in license agreements, service agreements, acceptable use policies and similar terms of service or usage, in order to provide Services to Page 2 of 11 INTERLOCAL AGREEMENT —MIDC STANDARD 7 COMPLIANCE Public Body. Public Body agrees to comply with these terms and conditions. Public Body must follow the termination provisions of this Agreement if it determines that it cannot comply with any of the terms and conditions. 4. DURATION OF INTERLOCAL AGREEMT 1�. 4.1. This Agreement and any amendments shall be effective when executed by both Parties with resolutions passed or other appropriate authorization given by the governing bodies of each Party, except as otherwise specified herein. The approval and terms of this Agreement and any amendments, except as otherwise specified herein, shall be entered in the official minutes of the governing bodies of each Party. An executed copy of this Agreement and any amendments shall be filed by the County Clerk with the Secretary of State. 4.2. Unless extended by an Amendment, this Agreement shall remain in effect for five (5) years from the date the Agreement is completely executed by all Parties or until cancelled or terminated by any of the Parties pursuant to the terms of the Agreement. 5.1. Responsibility for Claims. Each Party shall be responsible for any Claims made against that Party by a third party, and for the acts or omissions of its employees and agents arising under or related to this Agreement. 5.2. Responsibility for Attornev Fees and Costs. 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 judgments and attorney fees. 5.3. No Indemnification. 5.3.1. Except as otherwise provided for in this Agreement, neither Party shall have any right under this Agreement or under any other legal principle to be indemnified or reimbursed by the other Party or any of its agents in connection with any Claim. 5.3.2. Except as otherwise provided in this Agreement, this Agreement does not and is not intended to create any third -party obligation, duty, promise, contractual right or benefit, right to indemnification, right to subrogation, or any other right in favor of any third person or entity. 5.4. Costs, Fines, and Fees for Noncompliance. Public Body shall be solely responsible for all costs, fines, penalties, assessments, and fees associated with its acts or omissions related to this Agreement and/or for noncompliance with this Agreement. 5.5. Reservation of Rishts. This Agreement does not, and is not intended to, impair, divest, delegate or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or immunity of the Parties. Nothing in this Agreement shall be construed as a waiver of governmental immunity for either Party. 5.6. Authorization and Completion of Agreement. The Parties have taken all actions and secured all approvals necessary to authorize and complete this Agreement. The persons signing this Agreement on behalf of each Party have legal authority to sign this Agreement and bind the Parties to the terms and conditions contained herein. 5.7. Compliance with Laws. Each Party shall comply with all federal, state, and local ordinances, regulations, administrative rules, and requirements applicable to its activities performed under this Agreement. Page 3 of 11 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE 6. USE OF CONFIDENTIAL INFORMATION 6.1. The Parties shall not reproduce, provide, disclose, or give access to Confidential Information to County or Public Body employees, agents, or contractors not having a legitimate need to know the Confidential Information, or to any third -party. County and Public Body shall only use the Confidential Information for performance of this Agreement. Notwithstanding the foregoing, the Parties may disclose the Confidential Information if required by law, statute, or other legal process provided that the Party required to disclose the information: (i) provides prompt written notice of the impending disclosure to the other Party, (ii) provides reasonable assistance in opposing or limiting the disclosure, and (iii) makes only such disclosure as is compelled or required. This Agreement imposes no obligation upon the Parties with respect to any Confidential Information when it can established by legally sufficient evidence that the Confidential Information: (i) was in possession of or was known by prior to its receipt from the other Party, without any obligation to maintain its confidentiality; or (ii) was obtained from a third party having the right to disclose it, without an obligation to keep such information confidential. 6.2. Notwithstanding anything to the contrary, County has no obligation to inform or provide notice to Public Body regarding the disclosure of non -Confidential Information or records that are required to be disclosed by law. 6.3. Subject to any record retention laws or legal requirements, within five (5) business days after receiving a written request from the other Party, or upon termination of this Agreement, the receiving Party shall return or destroy all of the disclosing Party's Confidential Information. 7. DISCL V + R OF WARRANTIES. 7.1. COUNTY SERVICES, INCLUDING ANY GOODS, SERVICES, PARTS, SUPPLIES, EQUIPMENT, OR OTHER ITEMS THAT ARE PROVIDED TO PUBLIC BODY UNDER THIS AGREEMENT, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, "WITH ALL FAULTS." 7.2. COUNTY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON- INFRINGEMENT. 7.3. COUNTY MAKES NO WARRANTY THAT: (I) THE SERVICES WILL MEET PUBLIC BODY'S REQUIREMENTS, OR (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ACCURATE, OR ERROR -FREE. 8. LIMITATION OF LIABILITY. 8.1. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, AND/OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT, REGARDLESS OF WHETHER THE OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. 8.2. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN AND TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF COUNTY TO Page 4 of 11 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE PUBLIC BODY UNDER THIS AGREEMENT (WHETHER BY REASON OF BREACH OF CONTRACT, TORT, EQUITY, OR OTHERWISE) SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100). 9. DISPUTE. RESOLUTION. All disputes relating to the execution, interpretation, performance, or nonperformance of this Agreement involving or affecting the Parties may first be submitted to and Public Body's Agreement Administrator/Point of Contact for possible resolution. County's Chief Attorney of IDSO and Public Body's Agreement Administrator/Point of Contact may promptly meet and confer in an effort to resolve such dispute. If they cannot resolve the dispute in five (5) business days, the dispute may be submitted to the chief executive officials of each Party or their designees. The chief executive officials or their designees may meet promptly and confer in an effort to resolve such dispute. 10. TERMINATION OR CANCELLATION OF AGREEMENT. 10.1. Termination for Convenience. Either Party may terminate or cancel this entire Agreement or any one of the Services described in the attached Exhibit(s), upon one hundred twenty (120) days' written notice, for any reason including convenience. 10.2. Immediate Termination. County may terminate or cancel this Agreement, in whole or in part, immediately, upon notice to the Public Body, if any third -party funding for this Agreement is reduced or terminated. 10.3. The effective date of termination and/or cancellation shall be clearly stated in the written notice. Either the County Executive or the Board of Commissioners are authorized to terminate this Agreement for County under this provision. 11. SUSPENSION OF SF,RVICES. County, through its Chief Attorney of the IDSO, may suspend Services immediately for any period of time for any of the following reasons: (i) requests by law enforcement or other governmental agencies; (ii) engagement by Public Body in fraudulent or illegal activities relating to the Services provided herein; (iii) breach of the terms and conditions of this Agreement; or (iv) unexpected technical, security, or personnel issues. The right to suspend Services is in addition to the right to terminate or cancel this Agreement according to the provisions in Section 10. County shall not incur any penalty, expense or liability if Services are suspended under this Section. 12. GENERAL TERMS AND CONDITIONS. 12.1. Delegation or assignment. Neither Party shall delegate or assign any obligations or rights under this Agreement without the prior written consent of the other Party. 12.2. No emplovee-employer relationship. Nothing in this Agreement shall be construed as creating an employee -employer relationship between County and Public Body. At all times and for all purposes under this Agreement, the Parties' relationship to each other is that of an independent contractor. Each Party will be solely responsible for the acts of its own employees, contractors, agents, and servants during the term of this Agreement. No liability, right or benefits arising out of an employer/employee relationship, either express or implied, shall arise or accrue to either Party as a result of this Agreement. 12.3. No third -party beneficiaries. Except as provided for the benefit of the Parties, this Agreement does not and is not intended to create any obligation, duty, promise, contractual Page 5 of 11 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE right or benefit, right to indemnification, right to subrogation, and/or any other right in favor of any other person or entity. 12.4. No implied waiver. 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. 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. No waiver by either Party shall subsequently affect its right to require strict performance of this Agreement. 12.5. 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. 12.6. Precedence of documents. In the event of a conflict between the terms and conditions of any of the documents that comprise this Agreement, the terms in the Agreement shall prevail and take precedence over any allegedly conflicting terms and conditions in the Exhibits or other documents that comprise this Agreement. 12.7. 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, any reference to gender, and any use of the nominative, objective or possessive case in this Agreement shall be deemed the appropriate plurality, gender or possession as the context requires. 12.8. Force maieure. Notwithstanding any other term or provision of this Agreement, neither Party shall be liable to the other for any failure of performance hereunder if such failure is due to any cause beyond the reasonable control of that Party and that Party cannot reasonably accommodate or mitigate the effects of any such cause. Such cause shall include, without limitation, acts of God, fire, explosion, vandalism, national emergencies, insurrections, riots, wars, strikes, lockouts, work stoppages, other labor difficulties, or any law, order, regulation, direction, action, or request of the United States government or of any other government. Reasonable notice shall be given to the affected Party of any such event. 12.9. Notices. Except as otherwise provided in the Exhibits, 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: (i) the date of actual receipt; (ii) the next business day when notice is sent express delivery service or personal delivery; or (iii) three days after mailing first class or certified U.S. mail. 12.9.1. If Notice is sent to County, it shall be addressed and sent to: 1) County's Chief Attorney of the Indigent Defense Services Office at 1200 N. Telegraph Road, Building 14E, Second Floor, Pontiac, MI 48341-0419. 12.9.2. If Notice is sent to Public Body, it shall be addressed to: T. Edwin Norris, City Clerk, 14000 Oak Park Blvd, Oak Park, Michigan 48237. Page 6 of 11 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE 12.9.3. Either Party may change the individual to whom Notice is sent and/or the mailing address by notifying the other Party in writing of the change. 12.10. Governing law/consent to iurisdiction and venue. This Agreement shall be governed, interpreted, and enforced by the laws of the State of Michigan. Except as otherwise required by law or court rule, any action brought to enforce, interpret, or decide any Claim arising under or related to this Agreement shall be brought in the 6th 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. 12.11. Survival of terms. The following terms and conditions shall survive and continue in full force beyond the termination or cancellation of this Contract (or any part thereof) until the terms and conditions are fully satisfied or expire by their nature: Definitions (Section 1); Assurances (Section 6); Use of Confidential Information (Section 7); Disclaimer of Warranties (Section 8); Limitation of Liability (Section 9); Dispute Resolution (Section 10); and General Terms and Conditions (Section 13). 12.12. Entire agreement. 12.12.1. This Agreement represents the entire agreement and understanding between the Parties regarding the Services/goods described in the attached Exhibit(s) and supersedes all other oral or written agreements between the Parties.. 12.12.2. The language of this Agreement shall be construed as a whole according to its fair meaning, and not construed strictly for or against any Party. IN WITNESS WHEREOF, Erik Tungate, City Manager hereby acknowledges that they have been authorized by a resomeent. f the City of Oak Park, a certified copy of which is attached, to execute this Agreement on behallic Body and hereby accepts and binds Public Body to the terms and conditions of this A EXECUTED: DATE: Eri gate, City Manager < City of Oak Park WITNESSED: i DATE: T. dwin Norris, City Clerk ` AGREEMENT ADMINISTRATOR: (IF APPLICABLE) :VI1; IN WITNESS WHEREOF, David T. Woodward, Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland Page 7 of 11 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE County Board of Commissioners to execute this Agreement on behalf of Oakland County, and hereby accepts and binds Oakland County to the terms and conditions of this Agreement. EXECUTED: David T. Woodward, Chairperson Oakland County Board of Commissioners Page 8of11 DATE: INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE SCOPE OF COUNTY DELIVERABLES I. Standard 7 Performance Review Process Overview A. MIDC Standard 7(A) and (B) requires attorneys on its criminal appointment list to have the basic and misdemeanor case qualifications to perform indigent defense work for Public Body. County will not determine whether the attorneys on Public Body's criminal appointment list have the basic qualifications required under MIDC Standard 7(A) and (B). B. County agrees to periodically report on the quality of the representation provided by individual indigent defense attorneys for Public Body as required under MIDC Standard 7(C). County will satisfy this requirement through the process below. C. Every year, County will conduct a performance review of approximately one-third of the total number of attorneys on Public Body's criminal appointment list under the Performance Guidelines and Core Competencies established by County. The Performance Guidelines and Core Competencies will be provided to, the Public Body Point of Contact. The Public Body Point of Contact will provide copies of these documents to the attorneys on Public Body's criminal appointment list before County performs its duties under Exhibit I. County reserves the right to revise the Performance Guidelines and Core Competencies as necessary to achieve quality of representation as required under MIDC Standard 7. County will provide reasonable notice to Public Body of any changes. D. Newer attorneys and attorneys needing improvement or subject to performance improvement plans may be reviewed more frequently. H. Review Process Steps A. Step One: The IDSO will email the attorney to be reviewed and ask them to complete the self -assessment report —which includes attaching a recent writing sample —and provide a list of their upcoming court hearings for the next 30 days. Absent good cause, this information is due within 14 days of the request. B. Step Two: The Principal Attorney will gather information about the attorney's performance via, among other things, in -court observation(s) and stakeholder surveys, including but not limited to peers in the criminal defense community, judges, assistant prosecutors, and indigent clients. In -court observations may be asynchronous and occur at a courvother than the Public Body's third-class district court. Page 9 of 11 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE C. Sten Three: The Principal Attorney will meet with the attorney and review at least three of the attorney's recent case files at the Principal Attorney's office. The Principal Attorney has discretion to meet with the attorney at another location. (Privileged material in the files can be redacted.) D. Sten Four: The Principal Attorney will determine whether or not the attorney has met expectations or needs improvement under the established Performance Guidelines and Core Competencies. The Principal Attorney will submit a report with their recommendations to the Public Body Point of Contact for consideration. The Principal Attorney will also email a copy of their report to the attorney. If the attorney disagrees with the Principal Attorney's report, they can submit a response to the Public Body Point of Contact. This response is due within 14 days unless the Point of Contact grants an extension. III. Public Bodv's Oblisations on Attornev Evaluations A. After reviewing the Principal Attorney's recommendations and any response, Public Body will fulfill its own obligations under MIDC Standard 7 as outlined in Exhibit II. B. If the attorney is also on the County's appointment list, County will independently follow its process for handling recommendations on reviews. County is not required to inform Public Body about its assessment of an attorney's performance or any action it took based on the recommendation. C. County is not obligated or required to perform any services to improve the quality of representation provided by Public Body's criminal assignment attorneys. Page 10 of I 1 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE EXHIBIT II PUBLIC BODY OBLIGATIONS I. Public Body shall designate a representative(s) to act as a Point of Contact with County's Chief Attorney of the IDSO. The Point of Contact's responsibilities shall include: A. Direct coordination and interaction with the Chief Attorney of the IDSO and the Principal Attorney of the IDSO who will be monitoring and regularly assessing the quality of the representation provided by indigent defense attorneys for Public Body. B. Communication with the general public when appropriate about County's and Public Body's coordination of the requirements under MIDC Standard 7. H. Public Body agrees to the following requirements: A. Public Body will be solely responsible for complying with MIDC Standard 7(A) and (B), which requires attorneys on its criminal appointment list to have the basic and misdemeanor case qualifications to perform indigent defense work for Public Body. B. Public Body will provide its criminal appointment list to the Principal Attorney and ensure that the list contains accurate contact information for each attorney. If Public Body is aware, or becomes aware, that any of its attorneys were found to have negative performance issues or found to have violated MIDC Standards, Public Body must provide that information to County. C. Public Body Point of Contact will provide Performance Guidelines and Core Competencies as provided by County to each attorney on its criminal appointment list. D. Public Body is responsible for complying with MIDC Standard 7 including, but not limited to, the following: 1) performing its own investigation and evaluation of deficient attorneys; and 2) remedying any deficiencies among its criminal appointment attorneys. E. Public Body is responsible for its own quarterly reporting requirements for Standard 7 under the Public Body's MIDC Grant Contract. F. Public Body understands that County, which includes its IDSO department, is a public body subject to disclosure requirements of the Michigan Freedom of Information Act (hereinafter FOIA), MCL 15.231 et al. Public Body understands that any written evaluations and recommendations made by the Principal Attorney of the IDSO regarding Public Body's criminal appointment attorneys may be subject to disclosure under FOIA. Page 11 of 11 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE CITY OF OAK PARK REGULAR COUNCIL MEETING December 16, 2024 EXCERPT 5. CONSENT AGENDA: CM-12-369-24 (AGENDA ITEM #5.F) REQUEST TO APPROVE THE INTERLOCAL AGREEMENT WITH OAKLAND COUNTY FOR MICHIGAN INDIGENT DEFENSE COMMISSION (MIDC) STANDARD 7 REVIEW AND QUALIFICATION REQUIREMENTS, SUBJECT TO FINAL REVIEW BY THE CITY ATTORNEY, AND AUTHORIZE THE CITY MANAGER TO SIGN THE CONTRACT ON BEHALF OF THE CITY - APPROVED Motion by Edgar, seconded by Whitehead, CARRIED, to approve the Interlocal Agreement with Oakland County for Michigan Indigent Defense Commission (MIDC) Standard 7 Review and Qualification Requirements, subject to final review by the City Attorney, and authorize the City Manager to sign the contract on behalf of the city. Roll Call: Yes: McClellan, Edgar, Whitehead No: None Absent: Burns, Radner MOTION DECLARED ADOPTED I hereby certify that the foregoing constitutes a true and complete copy of a resolution adopted by the City of Oak Park, County of Oakland, State of Michigan, at a regular meeting held on Monday, December 16, 2024 and that said meeting was conducted and public notice of said meeting was given pursuant to and in full compliance with the Open Meetings Act, being Act No. 267, Public Acts of 1976, and that the minutes of said meeting were kept and will be or have been made available as required by said Act. OFOAK •.......,, :•�SBAL�"'=_ O ., U T. Edwin Norris, City Clerk INTERLOCAL AGREEMENT BETWEEN OAKLAND COUNTY AND THE CITY OF FERNDALE FOR MIDC STANDARD 7 REVIEW AND QUALIFICATION REQUIREMENTS This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and the City of Ferndale ("Public Body") 300 E. Nine Mile Rd, Ferndale, MI 48220. County and Public Body may be referred to individually as a "Party" and jointly as "Parties." PURPOSE OF AGREEMENT. County and Public Body enter into this Agreement pursuant to the Urban Cooperation Act of 1967, 1967 Public Act 7, MCL 124.501 et seq., for the purpose of complying with the Michigan Indigent Defense Commission Act of 2013, 2013 Public Act 93, MCL 780.981 et seq. (hereinafter "MIDC Act") and delineating the duties of the Parties related to complying with MIDC Standard 7 — Qualification and Review subject to the terms and conditions set forth in this Agreement, as described in Exhibits I and Exhibit II. In consideration of the mutual promises, obligations, representations, and assurances in this Agreement, the Parties agree to the following: 1. DEFINITIONS. The following words and expressions used throughout this Agreement, whether used in the singular or plural, shall be defined, read, and interpreted as follows: 1.1. Agreement means the terms and conditions of this Agreement and any other mutually agreed to written and executed modification, amendment, Exhibit and attachment. 1.2. Chief Attornev means the department head of the County's Indigent Defense Services Office (hereinafter "IDSO") who will supervise the Principal Attorney who is performing the obligations outlined in Exhibit 1. 1.3. Claims mean any alleged losses, claims, complaints, demands for relief or damages, lawsuits, causes of action, proceedings, judgments, deficiencies, liabilities, penalties, litigation, costs, and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation expenses, litigation expenses, amounts paid in settlement, and/or other amounts or liabilities of any kind which are incurred by or asserted against County or Public Body, or for which County or Public Body may become legally and/or contractually obligated to pay or defend against, whether direct, indirect or consequential, whether based upon any alleged violation of the federal or the state constitution, any federal or state statute, rule, regulation, or any alleged violation of federal or state common law, whether any such claims are brought in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 1.4. Confidential Information means all information and data that County is required or permitted by law to keep confidential, including, but not limited to, records of County's security measures, including security plans, security codes and combinations, passwords, keys, and security procedures, to the extent that the records relate to ongoing security of County as well as records or information to protect the security or safety of persons or property, whether public or private, including, but not limited to, building, public works, and public water supply designs relating to ongoing security measures, capabilities and plans for Page 1 of 11 1NTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE responding to violations of the Michigan Anti -terrorism Act, emergency response plans, risk planning documents, threat assessments and domestic preparedness strategies. 1.5. County means Oakland County, a Municipal and Constitutional Corporation, including, but not limited to, all of its departments, divisions, the County Board of Commissioners, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, volunteers, and/or any such person's successors. 1.6. Day means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. 1.7. Exhibits mean the following exhibit(s), which are attached and incorporated into this Agreement: Exhibit I: Scope of County Deliverables Exhibit II: Public Body Obligations 1.8. Performance Guidelines and Core Competencies. means the guidelines and requirements as developed by County for review of quality of representation provided by criminal attorneys. 1.9. Points of Contact, mean the individuals designated by Public Body and identified to County to act as contacts for communication and other purposes as described herein. 1.10. Principal Attornev means the licensed attorney reporting to the Chief Attorney of County's IDSO who will perform the work as outlined in Exhibit I. 1.11. Public Bodv means the City of Ferndale which is an entity created by state or local authority or which is primarily funded by or through state or local authority, including, but not limited to, its council, its board, its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, subcontractors, attorneys, volunteers, and/or any such persons' successors. For purposes of this Agreement, Public Body includes any Michigan court, when acting in concert with its funding unit. 2. COUNTY RESPn UTUal 2.1. County will perform the work as outlined in Exhibit I. County is not obligated or required to provide any additional services that are not specified in this Agreement and Exhibit I. 2.2. County may access, use, and disclose to third parties information, records, and any other content created by County under its Scope of Deliverables in Exhibit I to comply with the law, such as a subpoena, court order, or Freedom of Information Act request as detailed in Exhibit II. 3. PUBLIC BODY RESPONSIBILITIES. 3.1. Public Body shall comply with all terms and conditions in this Agreement and agree to comply with the obligations as set forth in Exhibit II. 3.2. Public Body shall respond to and be responsible for all information, FOIA, record, and other document requests directed to Public Body from County. 3.3. Third -party product or service providers may require County to pass through to Public Body certain terms and conditions contained in license agreements, service agreements, acceptable use policies and similar terms of service or usage, in order to provide Services to Page 2 of 11 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE Public Body. Public Body agrees to comply with these terms and conditions. Public Body must follow the termination provisions of this Agreement if it determines that it cannot comply with any of the terms and conditions. 4. CATION OF INTERLOCAL AGREEMENT. 4.1. This Agreement and any amendments shall be effective when executed by both Parties with resolutions passed or other appropriate authorization given by the governing bodies of each Party, except as otherwise specified herein. The approval and terms of this Agreement and any amendments, except as otherwise specified herein, shall be entered in the official minutes of the governing bodies of each Party. An executed copy of this Agreement and any amendments shall be filed by the County Clerk with the Secretary of State. 4.2. Unless extended by an Amendment, this Agreement shall remain in effect for five (5) years from the date the Agreement is completely executed by all Parties or until cancelled or terminated by any of the Parties pursuant to the terns of the Agreement. 5. ASSURANCES. 5.1. Responsibility for Claims. Each Party shall be responsible for any Claims made against that Party by a third party, and for the acts or omissions of its employees and agents arising under or related to this Agreement. 5.2. Responsibility for Attornev Fees and Costs. 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 judgments and attorney fees. 5.3. No Indemnification. 5.3.1. Except as otherwise provided for in this Agreement, neither Party shall have any right under this Agreement or under any other legal principle to be indemnified or reimbursed by the other Party or any of its agents in connection with any Claim. 5.3.2. Except as otherwise provided in this Agreement, this Agreement does not and is not intended to create any third -party obligation, duty, promise, contractual right or benefit, right to indemnification, right to subrogation, or any other right in favor of any third person or entity. 5.4. Costs, Fines, and Fees for Noncompliance. Public Body shall be solely responsible for all costs, fines, penalties, assessments, and fees associated with its acts or omissions related to this Agreement and/or for noncompliance with this Agreement. 5.5. Reservation of Rishts. This Agreement does not, and is not intended to, impair, divest, delegate or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or immunity of the Parties. Nothing in this Agreement shall be construed as a waiver of governmental immunity for either Party. 5.6. Authorization and Completion of Agreement. The Parties have taken all actions and secured all approvals necessary to authorize and complete this Agreement. The persons signing this Agreement on behalf of each Party have legal authority to sign this Agreement and bind the Parties to the terms and conditions contained herein. 5.7. Compliance with Laws. Each Party shall comply with all federal, state, and local ordinances, regulations, administrative rules, and requirements applicable to its activities performed under this Agreement. Page 3 of 11 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE 6. USE OF CONFIDENTIAL INFORMATION 6.1. The Parties shall not reproduce, provide, disclose, or give access to Confidential Information to County or Public Body employees, agents, or contractors not having a legitimate need to know the Confidential Information, or to any third -party. County and Public Body shall only use the Confidential Information for performance of this Agreement. Notwithstanding the foregoing, the Parties may disclose the Confidential Information if required by law, statute, or other legal process provided that the Party required to disclose the information: (i) provides prompt written notice of the impending disclosure to the other Party, (ii) provides reasonable assistance in opposing or limiting the disclosure, and (iii) makes only such disclosure as is compelled or required. This Agreement imposes no obligation upon the Parties with respect to any Confidential Information when it can established by legally sufficient evidence that the Confidential Information: (i) was in possession of or was known by prior to its receipt from the other Party, without any obligation to maintain its confidentiality; or (ii) was obtained from a third party having the right to disclose it, without an obligation to keep such information confidential. 6.2. Notwithstanding anything to the contrary, County has no obligation to inform or provide notice to Public Body regarding the disclosure of non -Confidential Information or records that are required to be disclosed by law. 6.3. Subject to any record retention laws or legal requirements, within five (5) business days after receiving a written request from the other Party, or upon termination of this Agreement, the receiving Party shall return or destroy all of the disclosing Party's Confidential Information. 7. DISCLAIMER OF WARRANTIES. 7.1. COUNTY SERVICES, INCLUDING ANY GOODS, SERVICES, PARTS, SUPPLIES, EQUIPMENT, OR OTHER ITEMS THAT ARE PROVIDED TO PUBLIC BODY UNDER THIS AGREEMENT, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, "WITH ALL FAULTS." 7.2. COUNTY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON- INFRINGEMENT. 7.3. COUNTY MAKES NO WARRANTY THAT: (I) THE SERVICES WILL MEET PUBLIC BODY'S REQUIREMENTS, OR (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ACCURATE, OR ERROR -FREE. 8. LIMITATION OF LIABILITY. 8.1. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, AND/OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT, REGARDLESS OF WHETHER THE OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. 8.2. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN AND TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF COUNTY TO Page 4 of 1 l INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE PUBLIC BODY UNDER THIS AGREEMENT (WHETHER BY REASON OF BREACH OF CONTRACT, TORT, EQUITY, OR OTHERWISE) SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100). 9. DISPUTE RESOLUTION. All disputes relating to the execution, interpretation, performance, or nonperformance of this Agreement involving or affecting the Parties may first be submitted to and Public Body's Agreement Administrator/Point of Contact for possible resolution. County's Chief Attorney of IDSO and Public Body's Agreement Administrator/Point of Contact may promptly meet and confer in an effort to resolve such dispute. If they cannot resolve the dispute in five (5) business days, the dispute may be submitted to the chief executive officials of each Party or their designees. The chief executive officials or their designees may meet promptly and confer in an effort to resolve such dispute. 10. TERMINATION OR CANCELLATION OF AGREEMENT. 10.1. Termination for Convenience. Either Party may terminate or cancel this entire Agreement or any one of the Services described in the attached Exhibit(s), upon one hundred twenty (120) days' written notice, for any reason including convenience. 10.2. Immediate Termination. County may terminate or cancel this Agreement, in whole or in part, immediately, upon notice to the Public Body, if any third -parry funding for this Agreement is reduced or terminated. 10.3. The effective date of termination and/or cancellation shall be clearly stated in the written notice. Either the County Executive or the Board of Commissioners are authorized to terminate this Agreement for County under this provision. 11. SUSPENSION OF SERVICES. County, through its Chief Attorney of the IDSO, may suspend Services immediately for any period of time for any of the following reasons: (i) requests by law enforcement or other governmental agencies; (ii) engagement by Public Body in fraudulent or illegal activities relating to the Services provided herein; (iii) breach of the terms and conditions of this Agreement; or (iv) unexpected technical, security, or personnel issues. The right to suspend Services is in addition to the right to terminate or cancel this Agreement according to the provisions in Section 10. County shall not incur any penalty, expense or liability if Services are suspended under this Section. 12. GENERAL TERMS AND CONDITIONS. 12.1. Delegation or assignment. Neither Party shall delegate or assign any obligations or rights under this Agreement without the prior written consent of the other Party. 12.2. No emulovee-emulover relationship,. Nothing in this Agreement shall be construed as creating an employee -employer relationship between County and Public Body. At all times and for all purposes under this Agreement, the Parties' relationship to each other is that of an independent contractor. Each Party will be solely responsible for the acts of its own employees, contractors, agents, and servants during the term of this Agreement. No liability, right or benefits arising out of an employer/employee relationship, either express or implied, shall arise or accrue to either Party as a result of this Agreement. 12.3. No third -party beneficiaries. Except as provided for the benefit of the Parties, this Agreement does not and is not intended to create any obligation, duty, promise, contractual Page 5 of 11 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE right or benefit, right to indemnification, right to subrogation, and/or any other right in favor of any other person or entity. 12.4. No imalied waiver. 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. 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. No waiver by either Party shall subsequently affect its right to require strict performance of this Agreement. 12.5. Severabilitv. 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. 12.6. Precedence of documents. In the event of a conflict between the terms and conditions of any of the documents that comprise this Agreement, the terms in the Agreement shall prevail and take precedence over any allegedly conflicting terms and conditions in the Exhibits or other documents that comprise this Agreement. 12.7. Caations. 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, any reference to gender, and any use of the nominative, objective or possessive case in this Agreement shall be deemed the appropriate plurality, gender or possession as the context requires. 12.8. Force maieure. Notwithstanding any other term or provision of this Agreement, neither Party shall be liable to the other for any failure of performance hereunder if such failure is due to any cause beyond the reasonable control of that Party and that Party cannot reasonably accommodate or mitigate the effects of any such cause. Such cause shall include, without limitation, acts of God, fire, explosion, vandalism, national emergencies, insurrections, riots, wars, strikes, lockouts, work stoppages, other labor difficulties, or any law, order, regulation, direction, action, or request of the United States government or of any other government. Reasonable notice shall be given to the affected Party of any such event. 12.9. Notices. Except as otherwise provided in the Exhibits, 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: (i) the date of actual receipt; (ii) the next business day when notice is sent express delivery service or personal delivery; or (iii) three days after mailing first class or certified U.S. mail. 12.9.1. If Notice is sent to County, it shall be addressed and sent to: 1) County's Chief Attorney of the Indigent Defense Services Office at 1200 N. Telegraph Road, Building 14E, Second Floor, Pontiac, MI 48341-0419. 12.9.2. If Notice is sent to Public Body, it shall be addressed to: City Manager, 300 E Nine Mile, Ferndale, M 48220. Page 6 of l 1 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE 12.9.3. Either Party may change the individual to whom Notice is sent and/or the mailing address by notifying the other Party in writing of the change. 12.10. Governing law/consent to iurisdiction and venue. This Agreement shall be governed, interpreted, and enforced by the laws of the State of Michigan. Except as otherwise required by law or court rule, any action brought to enforce, interpret, or decide any Claim arising under or related to this Agreement shall be brought in the 6th 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. 12.11. Survival of terms. The following terms and conditions shall survive and continue in full force beyond the termination or cancellation of this Contract (or any part thereof) until the terms and conditions are fully satisfied or expire by their nature: Definitions (Section 1); Assurances (Section 6); Use of Confidential Information (Section 7); Disclaimer of Warranties (Section 8); Limitation of Liability (Section 9); Dispute Resolution (Section 10); and General Terms and Conditions (Section 13). 12.12. Entire agreement. 12.12.1. This Agreement represents the entire agreement and understanding between the Parties regarding the Services/goods described in the attached Exhibit(s) and supersedes all other oral or written agreements between the Parties. 12.12.2. The language of this Agreement shall be construed as a whole according to its fair meaning, and not construed strictly for or against any Party. IN WITNESS WHEREOF, Raylon Leaks May, Mayor hereby acknowledges that they have been authorized by a resolution of the City of Ferndale City Council, a certified copy of which is attached, to execute this Agreement on behalf of Public Body and hereby accepts and binds Public Body to the terms and conditions of this Agreement. EXECUTED: taylon ks Ma Mayor WITNESSED: Ve_ Dean Lent, City Clerk AGREEMENT ADMINISTRATOR: (IF APPLICABLE) DATE: 011 Z1 2u Z S uA r► : 0' / 7- ZS DATE: IN WITNESS WHEREOF, David T. Woodward, Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland Page 7 of 1 l INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE County Board of Commissioners to execute this Agreement on behalf of Oakland County, and hereby accepts and binds Oakland County to the terms and conditions of this Agreement. EXECUTED: David T. Woodward, Chairperson Oakland County Board of Commissioners Page 8 of 11 DATE: INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE EXHIBIT I SCOPE OF COUNTY DELIVERABLES I. Standard 7 Performance Review Process Overview A. MIDC Standard 7(A) and (B) requires attorneys on its criminal appointment list to have the basic and misdemeanor case qualifications to perform indigent defense work for Public Body. County will not determine whether the attorneys on Public Body's criminal appointment list have the basic qualifications required under MIDC Standard 7(A) and (B). B. County agrees to periodically report on the quality of the representation provided by individual indigent defense attorneys for Public Body as required under MIDC Standard 7(C). County will satisfy this requirement through the process below. C. Every year, County will conduct a performance review of approximately one-third of the total number of attorneys on Public Body's criminal appointment list under the Performance Guidelines and Core Competencies established by County. The Performance Guidelines and Core Competencies will be provided to the Public Body Point of Contact. The Public Body Point of Contact will provide copies of these documents to the attorneys on Public Body's criminal appointment list before County performs its duties under Exhibit I. County reserves the right to revise the Performance Guidelines and Core Competencies as necessary to achieve quality of representation as required under MIDC Standard 7. County will provide reasonable notice to Public Body of any changes. D. Newer attorneys and attorneys needing improvement or subject to performance improvement plans may be reviewed more frequently. 1. Review Process Steps A. Step One: The IDSO will email the attorney to be reviewed and ask them to complete the self -assessment report —which includes attaching a recent writing sample —and provide a list of their upcoming court hearings for the next 30 days. Absent good cause, this information is due within 14 days of the request. B. Step Two: The Principal Attorney will gather information about the attorney's performance via, among other things, in -court observation(s) and stakeholder surveys, including but not limited to peers in the criminal defense community, judges, assistant prosecutors, and indigent clients. In -court observations may be asynchronous and occur at a court other than the Public Body's third-class district court. Page 9 of 11 INTERLOCAL AGREEMENT— MIDC STANDARD 7 COMPLIANCE C. Step Three: The Principal Attorney will meet with the attorney and review at least three of the attorney's recent case files at the Principal Attorney's office. The Principal Attorney has discretion to meet with the attorney at another location. (Privileged material in the files can be redacted.) D. Step Four: The Principal Attorney will determine whether or not the attorney has met expectations or needs improvement under the established Performance Guidelines and Core Competencies. The Principal Attorney will submit a report with their recommendations to the Public Body Point of Contact for consideration. The Principal Attorney will also email a copy of their report to the attorney. If the attorney disagrees with the Principal Attorney's report, they can submit a response to the Public Body Point of Contact. This response is due within 14 days unless the Point of Contact grants an extension. 111. Public Bodv's Oblitations on Attornev Evaluations A. After reviewing the Principal Attorney's recommendations and any response, Public Body will fulfill its own obligations under MIDC Standard 7 as outlined in Exhibit II. B. If the attorney is also on the County's appointment list, County will independently follow its process for handling recommendations on reviews. County is not required to inform Public Body about its assessment of an attorney's performance or any action it took based on the recommendation. C'. County is not obligated or required to perform any services to improve the quality of representation provided by Public Body's criminal assignment attorneys. Page 10 of l 1 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE EXHIBIT II PUBLIC BODY OBLIGATIONS I. Public Body shall designate a representative(s) to act as a Point of Contact with County's Chief Attorney of the IDSO. The Point of Contact's responsibilities shall include: A. Direct coordination and interaction with the Chief Attorney of the IDSO and the Principal Attorney of the IDSO who will be monitoring and regularly assessing the quality of the representation provided by indigent defense attorneys for Public Body. B. Communication with the general public when appropriate about County's and Public Body's coordination of the requirements under MIDC Standard 7. II. Public Body agrees to the following requirements: A. Public Body will be solely responsible for complying with MIDC Standard 7(A) and (B), which requires attorneys on its criminal appointment list to have the basic and misdemeanor case qualifications to perform indigent defense work for Public Body. B. Public Body will provide its criminal appointment list to the Principal Attorney and ensure that the list contains accurate contact information for each attorney. If Public Body is aware, or becomes aware, that any of its attorneys were found to have negative performance issues or found to have violated MIDC Standards, Public Body must provide that information to County. C. Public Body Point of Contact will provide Performance Guidelines and Core Competencies as provided by County to each attorney on its criminal appointment list. D. Public Body is responsible for complying with MIDC Standard 7 including, but not limited to, the following: 1) performing its own investigation and evaluation of deficient attorneys; and 2) remedying any deficiencies among its criminal appointment attorneys. E. Public Body is responsible for its own quarterly reporting requirements for Standard 7 under the Public Body's MIDC Grant Contract. F. Public Body understands that County, which includes its IDSO department, is a public body subject to disclosure requirements of the Michigan Freedom of Information Act (hereinafter FOIA), MCL 15.231 et al. Public Body understands that any written evaluations and recommendations made by the Principal Attorney of the IDSO regarding Public Body's criminal appointment attorneys may be subject to disclosure under FOIA. Page 11 of 11 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE INTERLOCAL AGREEMENT BETWEEN OAKLAND COUNTY AND THE TOWNSHIP OF WATERFORD FOR MIDC STANDARD 7 REVIEW AND QUALIFICATION REQUIREMENTS This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and the Township of Waterford ("Public Body") 5200 Civic Center Dr, Waterford Twp, MI 48329, County and Public Body may be referred to individually as a "Party" and jointly as "Parties." rIMOSE OF AGREEMENT. County and Public Body enter into this Agreement pursuant to the Urban Cooperation Act of 1967, 1967 Public Act 7, MCL 124.501 et seq., for the purpose of complying with the Michigan Indigent Defense Commission Act of 2013, 2013 Public Act 93, MCL 780.981 et seq. (hereinafter "MIDC Act") and delineating the duties of the Parties related to complying with MIDC Standard 7 — Qualification and Review subject to the terms and conditions set forth in this Agreement, as described in Exhibits I and Exhibit II. In consideration of the mutual promises, obligations, representations, and assurances in this Agreement, the Parties agree to the following: 1. DEFINITIONS. The following words and expressions used throughout this Agreement, whether used in the singular or plural, shall be defined, read, and interpreted as follows: 1.1. Agreement means the terms and conditions of this Agreement and any other mutually agreed to written and executed modification, amendment, Exhibit and attachment. 1.2. Chief Attornev means the department head of the County's Indigent Defense Services Office (hereinafter "IDSO") who will supervise the Principal Attorney who is performing the obligations outlined in Exhibit I. 1.3. Claims mean any alleged losses, claims, complaints, demands for relief or damages, lawsuits, causes of action, proceedings, judgments, deficiencies, liabilities, penalties, litigation, costs, and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation expenses, litigation expenses, amounts paid in settlement, and/or other amounts or liabilities of any kind which are incurred by or asserted against County or Public Body, or for which County or Public Body may become legally and/or contractually obligated to pay or defend against, whether direct, indirect or consequential, whether based upon any alleged violation of the federal or the state constitution, any federal or state statute, rule, regulation, or any alleged violation of federal or state common law, whether any such claims are brought in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 1.4. Confidential Information means all information and data that County is required or permitted by law to keep confidential, including, but not limited to, records of County's security measures, including security plans, security codes and combinations, passwords, keys, and security procedures, to the extent that the records relate to ongoing security of County as well as records or information to protect the security or safety of persons or property, whether public or private, including, but not limited to, building, public works, and public water supply designs relating to ongoing security measures, capabilities and plans for Page 1 of 11 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE responding to violations of the Michigan Anti -terrorism Act, emergency response plans, risk planning documents, threat assessments and domestic preparedness strategies. 1.5. County means Oakland County, a Municipal and Constitutional Corporation, including, but not limited to, all of its departments, divisions, the County Board of Commissioners, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, volunteers, and/or any such person's successors. 1.6. Day means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. 1.7. Exhibits mean the following exhibit(s), which are attached and incorporated into this Agreement: Exhibit I: Scope of County Deliverables Exhibit I1: Public Body Obligations 1.8. Performance Guidelines and Core Competencies means the guidelines and requirements as developed by County for review of quality of representation provided by criminal attorneys. 1.9. Points of Contact mean the individuals designated by Public Body and identified to County to act as contacts for communication and other purposes as described herein. 1.10. Principal Attornev means the licensed attorney reporting to the Chief Attorney of County's IDSO who will perform the work as outlined in Exhibit 1. 1.11. Public Bodv, means the Township of Waterford which is an entity created by state or local authority or which is primarily funded by or through state or local authority, including, but not limited to, its council, its board, its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, subcontractors, attorneys, volunteers, and/or any such persons' successors. For purposes of this Agreement, Public Body includes any Michigan court, when acting in concert with its funding unit. 2.1. County will perform the work as outlined in Exhibit I. County is not obligated or required to provide any additional services that are not specified in this Agreement and Exhibit I. 2.2. County may access, use, and disclose to third parties information, records, and any other content created by County under its Scope of Deliverables in Exhibit 1 to comply with the law, such as a subpoena, court order, or Freedom of Information Act request as detailed in Exhibit Il. 3. PUBLIC BODY RESPONSIBILITIES. 3.1. Public Body shall comply with all terms and conditions in this Agreement and agree to comply with the obligations as set forth in Exhibit II. 3.2. Public Body shall respond to and be responsible for all information, FOIA, record, and other document requests directed to Public Body from County. 3.3. Third -party product or service providers may require County to pass through to Public Body certain terms and conditions contained in license agreements, service agreements, acceptable use policies and similar terms of service or usage, in order to provide Services to Page 2 of 11 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE Public Body. Public Body agrees to comply with these terms and conditions. Public Body must follow the termination provisions of this Agreement if it determines that it cannot comply with any of the terms and conditions. 1TUT"M [IR1141 a IN ► 4.1. This Agreement and any amendments shall be effective when executed by both Parties with resolutions passed or other appropriate authorization given by the governing bodies of each Party, except as otherwise specified herein. The approval and terms of this Agreement and any amendments, except as otherwise specified herein, shall be entered in the official minutes of the governing bodies of each Party. An executed copy of this Agreement and any amendments shall be filed by the County Clerk with the Secretary of State. 4.2. Unless extended by an Amendment, this Agreement shall remain in effect for five (5) years from the date the Agreement is completely executed by all Parties or until cancelled or terminated by any of the Parties pursuant to the terms of the Agreement. 5. ASSURANCES. 5.1. Resvonsibility for Claims. Each Party shall be responsible for any Claims made against that Party by a third party, and for the acts or omissions of its employees and agents arising under or related to this Agreement. 5.2. Responsibility for Attornev Fees and Costs. 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 judgments and attorney fees. 5.3. No Indemnification. 5.3.1. Except as otherwise provided for in this Agreement, neither Party shall have any right under this Agreement or under any other legal principle to be indemnified or reimbursed by the other Party or any of its agents in connection with any Claim. 5.3.2. Except as otherwise provided in this Agreement, this Agreement does not and is not intended to create any third -party obligation, duty, promise, contractual right or benefit, right to indemnification, right to subrogation, or any other right in favor of any third person or entity. 5.4. Costs. Fines. and Fees for Noncompliance. Public Body shall be solely responsible for all costs, fines, penalties, assessments, and fees associated with its acts or omissions related to this Agreement and/or for noncompliance with this Agreement. 5.5. Reservation of Rights. This Agreement does not, and is not intended to, impair, divest, delegate or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or immunity of the Parties. Nothing in this Agreement shall be construed as a waiver of governmental immunity for either Party. 5.6. Authorization and Completion of Agreement. The Parties have taken all actions and secured all approvals necessary to authorize and complete this Agreement. The persons signing this Agreement on behalf of each Party have legal authority to sign this Agreement and bind the Parties to the terms and conditions contained herein. 5.7. Compliance with Laws. Each Party shall comply with all federal, state, and local ordinances, regulations, administrative rules, and requirements applicable to its activities performed under this Agreement. Page 3 of 11 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE 6. USE OF CONFIDENTIAL INFORMATION 6.1. The Parties shall not reproduce, provide, disclose, or give access to Confidential Information to County or Public Body employees, agents, or contractors not having a legitimate need to know the Confidential Information, or to any third -party. County and Public Body shall only use the Confidential Information for performance of this Agreement. Notwithstanding the foregoing, the Parties may disclose the Confidential Information if required by law, statute, or other legal process provided that the Party required to disclose the information: (i) provides prompt written notice of the impending disclosure to the other Party, (ii) provides reasonable assistance in opposing or limiting the disclosure, and (iii) makes only such disclosure as is compelled or required. This Agreement imposes no obligation upon the Parties with respect to any Confidential Information when it can established by legally sufficient evidence that the Confidential Information: (i) was in possession of or was known by prior to its receipt from the other Party, without any obligation to maintain its confidentiality; or (ii) was obtained from a third party having the right to disclose it, without an obligation to keep such information confidential. 6.2. Notwithstanding anything to the contrary, County has no obligation to inform or provide notice to Public Body regarding the disclosure of non -Confidential Information or records that are required to be disclosed by law. 6.3. Subject to any record retention laws or legal requirements, within five (5) business days after receiving a written request from the other Party, or upon termination of this Agreement, the receiving Party shall return or destroy all of the disclosing Party's Confidential Information. 1 U I D1 two] 7.1. COUNTY SERVICES, INCLUDING ANY GOODS, SERVICES, PARTS, SUPPLIES, EQUIPMENT, OR OTHER ITEMS THAT ARE PROVIDED TO PUBLIC BODY UNDER THIS AGREEMENT, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, "WITH ALL FAULTS." 7.2. COUNTY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON- INFRINGEMENT. 7.3. COUNTY MAKES NO WARRANTY THAT: (I) THE SERVICES WILL MEET PUBLIC BODY'S REQUIREMENTS, OR (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ACCURATE, OR ERROR -FREE. 8.1. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, AND/OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT, REGARDLESS OF WHETHER THE OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. 8.2. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN AND TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF COUNTY TO Page 4 of 11 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE PUBLIC BODY UNDER THIS AGREEMENT (WHETHER BY REASON OF BREACH OF CONTRACT, TORT, EQUITY, OR OTHERWISE) SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100). 9. DISPUTE RESOLUTION. All disputes relating to the execution, interpretation, performance, or nonperformance of this Agreement involving or affecting the Parties may first be submitted to and Public Body's Agreement Administrator/Point of Contact for possible resolution. County's Chief Attorney of IDSO and Public Body's Agreement Administrator/Point of Contact may promptly meet and confer in an effort to resolve such dispute. If they cannot resolve the dispute in five (5) business days, the dispute may be submitted to the chief executive officials of each Party or their designees. The chief executive officials or their designees may meet promptly and confer in an effort to resolve such dispute. 10. TERMINATION OR CANCELLATIMJ)E AGREEMENT. 10.1. Termination for Convenience. Either Party may terminate or cancel this entire Agreement or any one of the Services described in the attached Exhibit(s), upon one hundred twenty (120) days' written notice, for any reason including convenience. 10.2. Immediate Termination. County may terminate or cancel this Agreement, in whole or in part, immediately, upon notice to the Public Body, if any third -party funding for this Agreement is reduced or terminated. 10.3. The effective date of termination and/or cancellation shall be clearly stated in the written notice. Either the County Executive or the Board of Commissioners are authorized to terminate this Agreement for County under this provision. 11. SUSPE !4! )N QF SEHMCE$. County, through its Chief Attorney of the IDSO, may suspend Services immediately for any period of time for any of the following reasons: (i) requests by law enforcement or other governmental agencies; (ii) engagement by Public Body in fraudulent or illegal activities relating to the Services provided herein; (iii) breach of the terms and conditions of this Agreement; or (iv) unexpected technical, security, or personnel issues. The right to suspend Services is in addition to the right to terminate or cancel this Agreement according to the provisions in Section 10. County shall not incur any penalty, expense or liability if Services are suspended under this Section. 12. GENERAL TERMS AND CONDITIONS. 12.1. Delegation or assignment. Neither Party shall delegate or assign any obligations or rights under this Agreement without the prior written consent of the other Party. 12.2. No emolovee-emnlover relationshin. Nothing in this Agreement shall be construed as creating an employee -employer relationship between County and Public Body. At all times and for all purposes under this Agreement, the Parties' relationship to each other is that of an independent contractor. Each Party will be solely responsible for the acts of its own employees, contractors, agents, and servants during the term of this Agreement. No liability, right or benefits arising out of an employer/employee relationship, either express or implied, shall arise or accrue to either Party as a result of this Agreement. 12.3. No third -party beneficiaries. Except as provided for the benefit of the Parties, this Agreement does not and is not intended to create any obligation, duty, promise, contractual Page 5 of 1 1 INTERLOCAL AGREEMENT— MIDC STANDARD 7 COMPLIANCE right or benefit, right to indemnification, right to subrogation, andlor any other right in favor of any other person or entity. 12.4. No implied waiver. 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. 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. No waiver by either Patty shall subsequently affect its right to require strict performance of this Agreement. 12.5. Severabilitv. 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. 12.6. Precedence of documents. In the event of a conflict between the terms and conditions of any of the documents that comprise this Agreement, the terms in the Agreement shall prevail and take precedence over any allegedly conflicting terms and conditions in the Exhibits or other documents that comprise this Agreement. 12.7. 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, any reference to gender, and any use of the nominative, objective or possessive case in this Agreement shall be deemed the appropriate plurality, gender or possession as the context requires. 12.8. Force maieure. Notwithstanding any other term or provision of this Agreement, neither Party shall be liable to the other for any failure of performance hereunder if such failure is due to any cause beyond the reasonable control of that Party and that Party cannot reasonably accommodate or mitigate the effects of any such cause. Such cause shall include, without limitation, acts of God, fire, explosion, vandalism, national emergencies, insurrections, riots, wars, strikes, lockouts, work stoppages, other labor difficulties, or any law, order, regulation, direction, action, or request of the United States government or of any other government. Reasonable notice shall be given to the affected Party of any such event. 12.9. Notices. Except as otherwise provided in the Exhibits, 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: (i) the date of actual receipt; (ii) the next business day when notice is sent express delivery service or personal delivery; or (iii) three days after mailing first class or certified U.S. mail. 12.9.1. If Notice is sent to County, it shall be addressed and sent to: 1) County's Chief Attorney of the Indigent Defense Services Office at 1200 N. Telegraph Road, Building 14E, Second Floor, Pontiac, MI 48341-0419. 12.9.2. If Notice is sent to Public Body, it shall be addressed to: Barbara Miller, Accounting Manager, 5200 Civic Center Dr, Waterford Twp, MI 48329]. Page 6of11 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE 12.9.3. Either Party may change the individual to whom Notice is sent and/or the mailing address by notifying the other Party in writing of the change. 12.10. Governing law/consent to iurisdiction and venue. This Agreement shall be governed, interpreted, and enforced by the laws of the State of Michigan. Except as otherwise required by law or court rule, any action brought to enforce, interpret, or decide any Claim arising under or related to this Agreement shall be brought in the 6th 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. 12.11. Survival of terms. The following terms and conditions shall survive and continue in full force beyond the termination or cancellation of this Contract (or any part thereof) until the terms and conditions are fully satisfied or expire by their nature: Definitions (Section 1); Assurances (Section 6); Use of Confidential Information (Section 7); Disclaimer of Warranties (Section 8); Limitation of Liability (Section 9); Dispute Resolution (Section 10); and General Terms and Conditions (Section 13). 12.12. Entire agreement. 12.12.1. This Agreement represents the entire agreement and understanding between the Parties regarding the Services/goods described in the attached Exhibit(s) and supersedes all other oral or written agreements between the Parties. 12.12.2. The language of this Agreement shall be construed as a whole according to its fair meaning, and not construed strictly for or against any Party. IN WITNESS WHEREOF, Anthony Bartolotta, Waterford Township Supervisor, hereby acknowledges that they have been authorized by a resolution of the Waterford Township Board of Trustees, a certified copy of which is attached, to execute this Agreement on behalf of Public Body and hereby accepts and binds Public Body to the terms and conditions of this Agreement. EXECUTED: DATE: 65 tl` Z A itliony Bat olotta, Supervisor, Waterford Township WITNESSED: Y Az DATE: c� " Barbara Miller, Assistant Budget Director AGREEMENT ADMINISTRATOR: (IF APPLICABLE) DATE: IN WITNESS WHEREOF, David T. Woodward, Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland Page 7 of 11 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE County Board of Commissioners to execute this Agreement on behalf of Oakland County, and hereby accepts and binds Oakland County to the terms and conditions of this Agreement. EXECUTED: DATE: David T. Woodward, Chairperson Oakland County Board of Commissioners Page 8 of l l INTERLOCAL AGREEMENT— MIDC STANDARD 7 COMPLIANCE EXHIBIT I SCOPE OF COUNTY DELIVERABLES 1. Standard 7 Pcrformaucc Review Process Overview A. MIDC Standard 7(A) and (B) requires attorneys on its criminal appointment list to have the basic and misdemeanor case qualifications to perform indigent defense work for Public Body. County will not determine whether the attorneys on Public Body's criminal appointment list have the basic qualifications required under MIDC Standard 7(A) and (B). B. County agrees to periodically report on the quality of the representation provided by individual indigent defense attorneys for Public Body as required under MIDC Standard 7(C). County will satisfy this requirement through the process below. C. Every year, County will conduct a performance review of approximately one-third of the total number of attorneys on Public Body's criminal appointment list under the Performance Guidelines and Core Competencies established by County. The Performance Guidelines and Core Competencies will be provided to the Public Body Point of Contact. The Public Body Point of Contact will provide copies of these documents to the attorneys on Public Body's criminal appointment list before County performs its duties under Exhibit 1. County reserves the right to revise the Performance Guidelines and Core Competencies as necessary to achieve quality of representation as required under MIDC Standard 7. County will provide reasonable notice to Public Body of any changes. D. Newer attorneys and attorneys needing improvement or subject to performance improvement plans may be reviewed more frequently. II. Review Process Stens A. Step One: The IDSO will email the attorney to be reviewed and ask them to complete the self -assessment report —which includes attaching a recent writing sample —and provide a list of their upcoming court hearings for the next 30 days. Absent good cause, this information is due within 14 days of the request. B. Step Two: The Principal Attorney will gather information about the attorney's performance via, among other things, in -court observation(s) and stakeholder surveys, including but not limited to peers in the criminal defense community, judges, assistant prosecutors, and indigent clients. In -court observations may be asynchronous and occur at a court other than the Public Body's third-class district court. Page 9 of 11 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE C. Step Three: The Principal Attorney will meet with the attorney and review at least three of the attorney's recent case files at the Principal Attorney's office. The Principal Attorney has discretion to meet with the attorney at another location. (Privileged material in the files can be redacted.) D. Step Four: The Principal Attorney will determine whether or not the attorney has met expectations or needs improvement under the established Performance Guidelines and Core Competencies. The Principal Attorney will submit a report with their recommendations to the Public Body Point of Contact for consideration. The Principal Attorney will also email a copy of their report to the attorney. If the attorney disagrees with the Principal Attorney's report, they can submit a response to the Public Body Point of Contact. This response is due within 14 days unless the Point of Contact grants an extension. III. Public Body's Obli!ations on Attornev Evaluations A. After reviewing the Principal Attorney's recommendations and any response, Public Body will fulfill its own obligations under MIDC Standard 7 as outlined in Exhibit II. B. If the attorney is also on the County's appointment list, County will independently follow its process for handling recommendations on reviews. County is not required to inform Public Body about its assessment of an attorneys performance or any action it took based on the recommendation. C. County is not obligated or required to perform any services to improve the quality of representation provided by Public Body's criminal assignment attorneys. Page 10 of 11 INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE EXHIBIT II PUBLIC BODY OBLIGATIONS Public Body shall designate a representative(s) to act as a Point of Contact with County's Chief Attorney of the IDSO. The Point of Contact's responsibilities shall include: A. Direct coordination and interaction with the Chief Attorney of the IDSO and the Principal Attorney of the IDSO who will be monitoring and regularly assessing the quality of the representation provided by indigent defense attorneys for Public Body. B. Communication with the general public when appropriate about County's and Public Body's coordination of the requirements under MIDC Standard 7. I1. Public Body agrees to the following requirements: A. Public Body will be solely responsible for complying with MIDC Standard 7(A) and (B), which requires attorneys on its criminal appointment list to have the basic and misdemeanor case qualifications to perform indigent defense work for Public Body. B. Public Body will provide its criminal appointment list to the Principal Attorney and ensure that the list contains accurate contact information for each attorney. If Public Body is aware, or becomes aware, that any of its attorneys were found to have negative performance issues or found to have violated MIDC Standards, Public Body must provide that information to County. C. Public Body Point of Contact will provide Performance Guidelines and Core Competencies as provided by County to each attorney on its criminal appointment list. D. Public Body is responsible for complying with MIDC Standard 7 including, but not limited to, the following: 1) performing its own investigation and evaluation of deficient attorneys; and 2) remedying any deficiencies among its criminal appointment attorneys. E. Public Body is responsible for its own quarterly reporting requirements for Standard 7 under the Public Body's MIDC Grant Contract. F. Public Body understands that County, which includes its IDSO department, is a public body subject to disclosure requirements of the Michigan Freedom of Information Act (hereinafter FOIA), MCL 15.231 et al. Public Body understands that any written evaluations and recommendations made by the Principal Attorney of the IDSO regarding Public Body's criminal appointment attorneys may be subject to disclosure under FOIA. Page l i of 1 I INTERLOCAL AGREEMENT — MIDC STANDARD 7 COMPLIANCE