HomeMy WebLinkAboutResolutions - 2008.07.31 - 9485MISCELLANEOUS RESOLUTION July 17, 2008
BY: Planning & Budding Committee, sue Ann Douglas, Chairperson
IN RE: DEPARTMENT OF ECONOMIC DEVELOPMENT & COMMUNITY AFFAIRS —
WASTE RESOURCE MANAGEMENT — APPROVAL OF CONTRACT WITH
GOODWILL INDUSTRIES OF GREATER DETROIT
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
WHEREAS Oakland County is committed to protection of the natural
environment and preventing toxic materials from entering our landfill and waterway
resources; and
WHEREAS the improper handling and disposal of computer equipment can pose
a health risk to our citizens; and
WHEREAS it is recognized that there is a need to provide opportunities for
Oakland County residents to properly dispose of unwanted or unusable computer
equipment; and
WHEREAS a goal of the Waste Resource Management Unit is to assist county
residents with disposal of these types of items; and
WHEREAS Goodwill Industries approached the Waste Resource Management
Unit with a proposal to provide one or more computer collection events; and
WHEREAS Goodwill Industries, as part of a partnership with Dell Computer
Company, conducts collection events for recycling and disposal of computer-equipment;
and
WHEREAS Dell Computer Company pays for most of the collection and
recycling costs associated with said computer collection events; and
WHEREAS Goodwill Industries uses computer recycling companies that have
been approved as vendors by Dell Computer Company; and
WHEREAS Goodwill Industries provides the planning, advertising, unloading,
sorting, loading, transportation and recycling/disposal of all computer equipment
collected during a computer collection event; and
WHEREAS on a yet to be determined Saturday in September, 2008, a computer
collection event will be available to all Oakland County residents, free of charge.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of
Commissioners approves the contract between Oakland County and Goodwill Industries
of Greater Detroit for a one-day computer collection event and authorizes the
Chairperson of the Board of Commissioners to sign the contract.
Chairperson, on behalf of the Planning & Building Committee, I move the
adoption of the foregoing resolution.
PLANNING AND BUILDING COMMITTEE
PLANNING & BUILDING COMMITTEE VOTE:
Motion carried unanimously on a roll call vote with Gingen absent.
froAm., L. BROOKS PATTERSON-COUNTY EXECUTIVE
kr- OAKLAND COUNTY
COUNTY MICHIGAN
This "Contract" is made between the COUNTY OF OAKLAND, a Michigan
Constitutional Corporation, hereinafter called "County", and the "Contractor" as further described
in the following Table. In this Contract, either Contractor or the County may also be referred to
individually as a "Party" or jointly as the "Parties".
COUNTY OF OAKLAND
2100 Pontiac Lake Road
Waterford, MI 48328
(herein, the "County")
Goodwill Industries of Greater Detroit
3111 Grand River Avenue
Detroit, MI 48208-2962
(hereinafter, the "Contractor")
This Contract is organized and divided into the following "Section" or "Sections" for the
convenience of the Parties.
SECTION 1.
SECTION 2.
SECTION 3.
SECTION 4.
SECTION 5.
SECTION 6,
SECTION 7.
CONTRACT DOCUMENTS AND DEFINITIONS
CONTRACT VE DATE AND TERMINATION
SCOPE OF CONTRACTOR'S SERVICES
COUNTY PAYMENT OBLIGATION FOR CONTRACTOR'S SERVICES
CONTRACTOR ASSURANCES AND WARRANTlEa
CONTRACTOR PROVIDED INSURANCE AND 1NDENNIFICATION
GENERAL TERMS AND CONDITIONS
In consideration of the mutual promises, obligations, representations, and assurances in this
Contract, the Parties agree to the following:
§1. CONTRACT DOCUMENTS AND DEFINITIONS_
The following words and expressions when printed with the first letter capitalized as
shown herein, whether used in the singular or plural, possessive or non-possessive, and/or
either within or without quotation marks, shall be defined and interpreted as follows:
1.1. "Contractor Employee" means without limitation, any employees, officers, directors,
members, managers, trustees, volunteers, attorneys, and representatives of
Contractor, and also includes any Contractor licensees, concessionaires, contractors,
subcontractors, independent contractors, contractor's suppliers, subsidiaries, joint
ventures or partners, and/or any such persons, successors or predecessors,
employees, (whether such persons act or acted in their personal, representative or
official capacities), and/or any and all persons acting by, through, under, or in
OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURC.:HASING DIVISION-PROFESSIONAL SERVICES
CONTRACT NUMBER
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concert with any of the above. "Contractor Employee" shall also include any person
who was a Contractor Employee at anytime during the term of this contract but, for
any reason, is no longer employed, appointed, or elected in that capacity.
1.2. "Claims" means any alleged losses, claims, complaints, demands for relief or
damages, suits, causes of action, proceedings. judgements, deficiencies, liability,
penalties, litigation, costs, and expenses, including, but not limited to,
reimbursement for reasonable attorney fees, witness fees, court costs, investigation
expenses, litigation expenses, amounts paid in settlement, and/or other amounts or
liabilities of any kind which are imposed on, incurred by, or asserted against the
county, or for which the county may become legally and/or contractually obligated
to pay or defend against, whether direct, indirect or consequential, whether based
upon any alleged violation of the federal or the state constitution, any federal or state
statute, rule, regulation, or any alleged violation of federal or state common law,
whether any such claims are brought in law or equity, tort, contract, or otherwise,
and/or whether commenced or threatened.
1.3. "County" means the County of Oakland, a Municipal and Constitutional
Corporation, its departments, divisions, authorities, boards, committees, and "County
Agent" as defined below.
1.4. "County Agent" means all eler.tecl nd rpnintexi officials, directors, board members,
council members, commissioners, employees, volunteers, representatives, and/or any
such persons' successors (whether such person act or acted in their personal
representative or official capacities), and/or any persons acting by, through, under, or
in concert with any of them. "County Agent" shall also include any person who was
a "County Agent" anytime during the term of this Contract but, for any reason, is no
longer employed, appointed, or elected and serving as an Agent.
1.5. "Day" means any calendar day, which shall begin at 12:00:01 a.m. and end at
11:59:59 p.m.
1.6. "Contract Documents" This Contract includes and fully incorporates herein all of the
following documents:
1.6.1. Exhibit 1: Scope of Contractor's Services
1.6.2. Exhibit H: Contractor Insurance Requirements.
§2- CONTRACT EFFECTIVE DATE AND TERMINATION
2.1. Under no circumstances shall this Contract be effective and binding and no
payments to the Contractor shall be due or owing for any Contractor services until
and unless;
2.1.1. This Contract is signed by a Contractor Employee, legally authorized to
bind the Contractor.
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2.1.2. Any and all Contractor Certificates of Insurance and any other conditions
precedent to the Contract have been submitted and accepted by the County.
2.1.3. This Contract is signed by the Chairman of the Oakland County Board of
Commissioners.
2.2. The County may terminate and/or cancel this Contract (or any part thereof) at any
time during the term, any renewal, or any extension of this Contract, upon thirty (30)
days written notice to the Contractor, for any reason, including convenience without
incurring obligation or penalty of any kind. Notwithstanding the above, if the
County is being reimbursed for any cost or expenses incurred under this Contract by
any third party, including any Federal, State or local governmental agency, and any
such third party funding is terminated, the County may terminate, end or cancel this
Contract immediately upon written notice to the Contractor. The effective date for
termination or cancellation shall be clearly stated in the written notice,
23. The County's sole obligation in the event of termination is for payment for actual
services rendered by the Contractor before the effective date of termination. Under
no circumstances shall the County be liable for any future loss of income, profits,
any consequential damages or any loss of business opportunities, revenues ; or any
other economic benefit Contractor may have realized but for the termination and/or
cancellation of this Contract. The County shall not be obligated to pay Contractor
any cancellation or termination fee if this Contract iS cancelled or terminated as
provided herein.
2.4. Contractor may terminate and/or cancel this Contract (or any part thereof) at anytime
upon thirty (30) days written notice to the County. The effective date of termination
and/or cancellation and the specific alleged default shall be clearly stated in the
written notice.
§3. SCOPE OF CONTRACTOR'S SERVICES
3.1. The Contractor shall perform all services identified and itemized in Exhibit I: "Scope
of Contractor's Services" which is attached hereto and incorporated and made part of
this Contract.
§4. COUNTY PAYMENT OBLIGATIONS FOR CONTRACTOR'S SERVICES
4.1. Except as otherwise expressly provided for in this Contract, the County's sole
financial obligation to the Contractor for any Contractor services under this Contract
shall be:
4.1.1. In no event, shall the County's amount due and owing the Contractor for
any and all services rendered exceed the amount of $7,000. In the event the
Contractor can reasonably foresee the total billings for its services will
exceed this amount, the Contractor shall provide the County with notice of
this contingency at least fifteen (15) Days before this event.
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4.1.2. Following the collection event scheduled pursuant to this Contract, the
Contractor shall submit an invoice to the County which shall itemize all
amounts due and/or owing by the County as the date of the invoice. The
invoice shall be submitted in the form requested by the County, The
County shall have no obligation to make payment until a proper invoice of
service is submitted.
4.2. Under no circumstances shall the County be responsible for any cost, fee, fine,
penalty, or direct, indirect, special, incidental or consequential damages incurred or
suffered by Contractor in connection with or resulting from the Contractor's
providing any services under this Contract.
4.3. The County has the right to offset any amounts due and owing to the Contractor
should the County incur any cost associated with this Contract that is the obligation
of Contractor under this Contract. This includes withholding payment in the amount
of any County provided equipment, supplies or identification badges that are not
returned by Contractor upon completion of the services provided under this Contract.
4.4. This Contract does not authorize any in-kind services by either Party, unless
expressly provided herein.
§5 . CONTRACTOR'S ASSURANCES AND WARRANTIES
5.1. Contractor certifies that all statements, assurances, records, and materials submitted
to County in connection with securing this Contract have been truthful, complete and
accurate in all respects. Contractor agrees and understands that any material false
statement, representation or omission made in connection with its seeking or
obtaining this Contract may be grounds for canceling or terminating this Contract
and/or debarring the Contractor from future County contracts. The County's right to
cancel this Contract as provided herein shall be in addition to any other rights the
County has to terminate or cancel this Contract.
5.2. Service Warranty. Contractor warrants that all services performed hereunder will be
performed in a manner that complies with all applicable laws, statutes, regulations,
ordinances, and professional standards.
5.3. Business and Professional Licenses. The Contractor will obtain and maintain at all
times during the term of this Contract all applicable business and professional
licenses necessary to provide the contracted services.
5.4. Equipment and Supplies, The Contractor is responsible for providing equipment and
supplies not expressly required to be provided by the County herein.
5.5. Taxes. The Contractor shall pay, its own local, state and federal taxes, including
without limitation, social security taxes, and unemployment compensation taxes.
The County shall not be liable to Or required to reimburse the Contractor for any
federal, state and local taxes or fees of any kind.
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5.6. Contractor's Incidental Expenses, Except as otherwise expressly provided in this
Contract, the Contractor shall be solely responsible and liable for all costs and
expenses incident to the performance of all services for the County including, but not
•limited to, any professional dues, association fees, license fees, fines, taxes, and
penalties.
5.7. Contractor Employees.
5.7.1. Contractor shall employ and assign qualified Contractor Employees as
necessary and appropriate to provide the services under this Contract.
Contractor shall ensure all Contractor Employees have all the necessary
knowledge, skill, and qualifications necessary to perform the required
services and possess any necessary licenses, permits, certificates, and
governmental authorizations as may be required by law.
5.7.2. Contractor shall solely control, direct, and supervise all Contractor
Employees with respect to all Contractor obligations under this Contract.
Contractor will be solely responsible for and fully liable for the conduct and
supervision of any Contractor Employee
5.7.3. All Contractor Employees assigned to work under this Contract may, at the
County's discretion, be subject to a security check and clearance by the
County.
5.8. Contractor Employee-Related Expenses. All Contractor Employees shall be
employed at the Contractor's sole expense (including employment-related taxes and
insurance) and the Contractor warrants that all Contractor Employees shall fully
comply with and adheres to all of the terms of this Contract. Contractor shall be
solely and completely liable for any and all applicable Contractor Employees
federal, state, or local payment withholdings or contributions and/or any and all
Contractor Employee related pension or welfare benefits plan contribution under
federal or state law. Contractor shall indemnify and hold the County harmless for all
Claims against the County by any Contractor Employee, arising out of any contract
for hire or employer-employee relationship between the Contractor and any
Contractor Employee, including, but not limited to, Worker's Compensation,
disability pay or other insurance of any kind.
5.9. Full Knowledge of Service Expectations and Attendant Circurristance, Contractor
warrants that before submitting its Proposal and/or entering into this Contract, it had
a full opportunity to review the proposed services, and review all County
requirements and/or expectations under this Contract. The Contractor is responsible
for being adequately and properly prepared to execute this Contract. Contractor has
satisfied itself in all material respects that it will be able to perform all obligations
under the Contract as specified herein.
5.10. The Contractor's Relationship To The County Is That Of An Independent Com-rack-1r.
Nothing in this Contract is intended to establish an employer-employee relationship
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between the County and either the Contractor or any Contractor Employee. All
Contractor Employees assigned to provide services under this Contract by the
Contractor shall, in all cases, be deemed employees of the Contactor and not
employees, agents or sub-contractors of the County.
§6• CONTRACTOR PROVIDED INSURANCE AND INDEMN. IFICATION
6.1. Indemnification.
6.1.1. Contractor shall indemnify and hold the County harmless from any and all
Claims which are incurred by or asserted against the County by any person
or entity, alleged to have been caused or found to arise, from the acts ;
performances, eliors, or omissions of Contractor or Contractor's
Employees, including, without limitation, all Claims relating to injury or
death of any person or damage to any property.
6.1.2. The indemnification rights contained in this Contract are in excess and over
and above any valid and collectible insurance rights/policies. During the
term of this Contract, if the validity or collectability of the Contractor's
insurance is disputed by the insurance company, the Contractor shall
indemnify the County for all claims asserted against the County and if the
insurance company prevails, the Contractor shall indemnify the County for
uricollectable accounts.
6.1.3. Contractor shall have no rights against the County for any indemnification
(e.g., contractual, equitable, or by implication), contribution, subrogation,
and/or any other right to be reimbursed by the County except as expressly
provided herein.
6.1.4. Contractor waives and releases all actions, liabilities, loss and damage
including any subrogated rights it may have against the County based upon
any Claim brought against the County suffered by a Contractor Employee.
6.2. Contractor Provided Insurance.
6.2.1. At all times during this Contract, Contractor shall obtain and maintain
insurance according to the specifications indicated in Exhibit Li.
§7, GENERAL TERMS AND CONDITIONS
7.1. Access To County Facilities. While the Contractor retains the right to perform
services at any time, the Contractor must ubtaiu piiui pJiuission by the County for
access to County facilities after the County's regular business hours.
7.2. Cumulative Remedies. A Party's exercise of any remedy shall not preclude the
exercise of any other remedies, all of which shall be cumulative. A Party shall have
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the right, in its sole discretion, to determine which remedies are to be exercised and
in which order.
7.3. Survival of Terms and Conditions. The following terms and conditions shall survive
and continue in full force beyond the termination and/or cancellation of this Contract
(or any part thereof) until the terms and conditions are fully satisfied or expire by
their very nature:
"CONTRACTOR'S ASSURANCES AND WARRANTIES";
"CONTRACTOR PROVIDED INSURANCE AND.INDEMN1FICATION";
"Damage Clean Up To County Pronerty and/or Premises";
"Audit";
"Severabiliry":
"Governing Law/Consent To Jurisdiction And Venue"; and
"Survival of' Terms And Conditions".
7.4. County Right to Suspend Services. Upon written notice, the County may suspend
performance of this Contract if Contractor has failed to comply with Federal, State,
or Local laws, or any requirements contained in this Contract. The right to suspend
services is in addition to the County's right to terminate and/or cancel this Contract.
The County shall incur no penalty, expense, or liability to Contractor if the County
suspends services under this Section.
7.5. No Third Party Beneficiaries. Except as provided for the benefit of the Parties, this
Contract does not and is not intended to create any obligation, duty, promise,
contractual right or benefit, right to be indemnified, right to be subrogated to the
Parties' rights in this Contract, and/or any other right, in favor of any other person or
entity.
7.6. Compliance with Laws. Contractor shall comply with all federal, state, and local
laws, statutes, ordinances, regulations, insurance policy requirements, and
requirements applicable to its activities under this Contract.
7.7. Permits and Licenses. Contractor shall be responsible for obtaining and maintaining
throughout the term of this Contract all licenses, permits, certificates, and
governmental authorizations necessary to perform all of its obligations under this
Contract and to conduct business under this Contract. Upon request by the County,
Contractor shall furnish copies of any permit, license, certificate or governmental
authorizations necessary to provide services under this Contract.
7.8. Discrimination. Contractor shall not discriminate against any employee or applicant
for employment because of sex, race, religion, color, national origin, or handicap in
violation of State and Federal law.
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7.8.1. Contractor shall promptly notify the County of any complaint or charge
filed and/or determination by any Court or administrative agency of illegal
discrimination by Contractor.
7.8.2. The County, in its discretion, may consider any illegal discrimination
described above as a breach of this Contract and may terminate or cancel
this Contract immediately with notice.
7.9. Reservation of Rights. This Contract does not, and is not intended to impair, divest,
delegate, or contravene any constitutional, statutory, andior other legal right,
privilege, power, obligation, duty, or immunity of the County.
7.10. Force Majeure. Notwithstanding any other term or provision of this Contract,
neither Party shall be liable to the other for any failure of performance hereunder if
such failure is due to any cause beyond the reasonable control of that Party and that
Party cannot reasonably accommodate or mitigate the effects of any such cause.
Such cause shall include, without limitation, acts of God, fire, explosion, vandalism,
any law, order, regulation, direction, action, or request of the United States
government or of any other government, national emergencies, insurrections, riots,
wars, strikes, lockouts, work stoppages, or other labor difficulties. Reasonable
notice shall be given to the affected Party of any such event. The Contractor is
expected, through insurance or alternative temporary or emergency service
arrangements, to continue its obligations under this contract in the event of a
reasonably anticipated, insurable business risk such as business interruption andior
any insurable casualty or loss.
7.11. Conflict of Interest. Pursuant to Public Act 317 and 318 of 1968, as amended (MCL
15.321, et seq.), no contracts shall be entered into between the County, including all
agencies and departments thereof, and any County Agent. To avoid any real or
perceived conflict of interest, Contractor shall identify any Contractor Employee or
relative of Contraenar'c Parployees who are. presently employed by the County.
Contractor shall give the County notice if there are any County Agents or relatives of
County Agents who are presently employed by Contractor.
7.12. Damage Clean up to County Property and/or Premises. Contractor shall be
responsible for any unexpected and/or unnecessary damage to any County property,
its premises, or a County Agent that is caused by Contractor or Contractor's
Employees. If damage occurs, Contractor shall make necessary repairs and/or
replacements to the damaged property to the satisfaction of the County. If the
damage cannot be completed to the County's satisfaction, Contractor shall reimburse
the County the actual cost for repairing or replacing the damage property. The
Contractor shall be responsible for assuring that all County and municipal sites are
restored to their original condition.
7.13. Contractor Use of Confidential Information. The Contractor and/or Contractor
Employees shall not reproduce, provide, disclose, or ,qive access to Confidential
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Information to any third party, or to any Contractor Employee not having a.
legitimate need to know any such information and data, and shall not use the
Confidential Information for any purpose other than performing its services under
this Contract. Notwithstanding the foregoing, Contractor may disclose the
Confidential Information if required by law. statute or other legal process; provided
that Contractor (i) gives County prompt written notice of an impending disclosure,
(ii) provides reasonable assistance to County in opposing or limiting the disclosure,
and (iii) makes only such disclosure as is compelled or required.
7.13.1. This Contract imposes no obligation upon Contractor with respect to any
Confidential Information which Contractor can establish by legally
sufficient evidence: (i) was in the possession of, or was known by
Contractor, prior to its receipt from the County, without an obligation to
maintain its confidentiality; or (ii) is obtained by Contractor from a third
party having the right to disclose it, without an obligation to keep such
information confidential.
7.13.2. As used in this Contract, Confidential Information means all information
that the County is required or permitted by law to keep confidential.
7.14. Grant Compliance. If any part of this Contract is supported or paid for with any
state or federal funds granted to the County, the Contractor shall comply with all
applicable grant requirements.
7.15. Project Managers, Each Party shall designate an employee or agent to act as a
Project Manager. The Project Managers shall serve as a contact point for all matters
related to the services to be performed under this Contract. The Contractor's Project
Manager shall coordinate with the County's Project Manager, the Contractor shall
provide the name and qualifications of its Project Manager and an alternate,
7.16. Contract Administrator. Each Party may designate an employee or agent to act as
Contract Administrator. The County's Contract Administrator shall be responsible
for such activities as monitoring deliverables and funding addressing the quality of
services provided by the Contractor, reviewing invoices and submitting requests to
the County's procurement authority for any contract modification in accordance with
Section 7.27 of this Contract.
7.17. Dispute Resolution. All disputes arising under or relating to the execution,
interpretation, performance, or nonperformance of this Contract involving or
affecting the Parties may first be submitted to the respective Project Managers and
Contract Administrators for possible resolution. The Project Managers and Contract
Administrators may promptly meet and confer in an effort to resolve such dispute. If
the Project Managers cannot resolve the dispute in five (5) business days, the dispute
may be submitted to the signatories of this Contract or their successors in office.
The signatories of this Contract may meet promptly and confer in an effort to resolve
such dispute.
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7.18. Access and Records. Contractor will maintain accurate books and records in
connection with the services provided under this Contract for thirty-six (36) months
after end of this Contract, and provide the County with reasonable access to such
book and records.
7.19. Audit. Contractor shall allow the County's Auditing Division. or an independent
auditor hired bythe County, to perform finance compliance audits with the authority
to access all pertinent records and interview any Contractor Employee throughout
the term of this Contract, and for a period of three years after final payment.
7.19.1. Contractor shall explain any audit finding, questionable costs, or other
Contract compliance deficiencies to the County within forty-five (45) days
of receiving the final audit report. Contractor's response shall include all
necessary documents and information that refute the final audit report.
Failure by Contractor to respond in writing within forty-five (45) days shall
be deemed acceptance of the final audit report.
710. Delegation /Subcontract/Assignment. Contractor shall not delegate, assign, or
subcontract any obligations or rights under this Contract without the prior written
consent of the County.
7.20.1. The rights and obligations under this Contract shall not be diminished in
any manner by assignment, .delegation or subcontract.
7.201. Any assignment, delegation, or subcontract by Contractor and approved by
the County, must include a requirement that the assignee, delegee, or
subcontractor will comply with the rights and obligations contained in this
Contract.
7.20.3. The Contractor shall remain primarily liable for all work performed by any
subcontractors. Contractor shall remain liable to the County for any
obligations under the Contract not completely performed by any Contractor
clelegee or subcontractor.
7.20.4. Should a Subcontractor fail to provide the established level of service and
response, the Contractor shall contract with another agency for these
services in a timely manner. Any additional costs associated with securing
a competent subcontractor shall be the sole responsibility of the Contractor.
7.20.5. This Contract cannot be sold.
7.20.6. In the event that a Petition in Bankruptcy is filed and there is an assignment
of this Contract by a Court, the County may declare this Contract null and
void.
7.21. Non Exclusive Contract. No provision in this Contract limits, or is intended to limit,
in any way the Contractor's right to offer and provide its services to the general
public, other business entities, municipalities, or governmental agencies during or
after the term of this Contract. Similarly, this Contract is a non-exclusive agreement
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and the County may freely engage other persons to perform the same work that the
Contractor performs. Except as provided in this Contract, this Contract shall not be
construed to guarantee the Contractor Or any Contractor Employee any number of
fixed or certain number or quantity of hours or services to be rendered to the County.
7.22. No implied Waiver. Absent a written waiver, no act, failure, or delay by a Party to
pursue or enforce any right or remedy under this Contract shall constitute a waiver of
those rights with regard to any existing or subsequent breach of this Contract. No
waiver of any term, condition, or Provision of this Contract, whether by conduct or
otherwise, in one or more instances, shall be deemed or construed as a continuing
waiver of any term, condition, or provision of this Contract. No waiver by either
Parry shall subsequently affect its right to require strict performance of this Contract.
7.23. Severabilit-v. If a court of competent jurisdiction finds a term, condition, or
provision of this Contract to be illegal or invalid, then the term, condition, or
provision shall be deemed severed from this Contract. All other terms, conditions,
and provisions of this Contract shall remain in full force and effect. Notwithstanding
the above, if Contractor's promise to indemnify or hold the County harmless is
found illegal or invalid, Contractor shall contribute the maximum it is permitted to
pay by law toward the payment and satisfaction of any Claims against the County.
7.24. Captions. The section and subsection numbers, captions, and any index to such
sections and subsections contained in this Conn-act are intended for the convenience
• of the reader and are not intended to have any substantive meaning and shall not be
interpreted to limit or modify any substantive provisions of this contract. Any use of
the singular or plural number, any reference to the male, female, or neuter genders,
and any possessive or nonpossessive use in this contract shall be deemed the
appropriate plurality, gender or possession as the context requires.
7.25. Notices. Notices given under this Contract shall be in writing and shall either be
personally delivered, sent by express delivery service, certified mail, or first class
U.S. mail postage prepaid, and addressed to the person listed below. Notice will be
deemed given when one of the following occur: (1) the date of actual receipt; (2) the
next business day when notice is sent express delivery service or personal delivery;
or (3) three days after mailing first class or certified U.S. mail.
7.25.1. If notice is sent to the Contractor, it shall be addressed to:
Lindsay Chalmers
Director of New Business Development
Goodwill Industries of Greater Detroit
3111 Grand River Ave
Detroit MI 48208-2962
7.25.2. If notice is sent to the County, it shall be addressed to:
Whitney Cabo
P age. 11
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Oakland County Waste Resource Management
2100 Pontiac Lake Road, Bldg. 41W
Waterford, MI 48328
7.25.3. Either Party may change the address or individual to which notice is sent by
notifying the other party in writing of the change.
7.26. Contract Modifications or Amendments. Any modifications, amendments,
recessions, waivers, or releases to this Contract must be in writing and agreed to by
both Parties. Unless otherwise agreed, the modification, amendment, recession,
waiver, or release shall be signed by an expressly authorized Contractor Employee
and by the same person who signed the Contract for the County or other County
Agent as authorized by the Oakland County Board of Commissioners.
7.27. Precedence of Documents. In the event of a conflict between the terms and
conditions in any of the documents comprising this Contract, the conflict Shall be
resolved as follows:
7.27.1. The terms and conditions contained in this main Contract document shall
prevail and take precedence over any allegedly conflicting provisions in all
other Exhibits or documents.
7.28. Governing Laws/Consent to Jurisdiction and Venue. This Contract shall be
governed, interpreted., and enforced by the laws of the State of Michigan. Except as
otherwise required by law or court rule, any action brought to enforce, interpret, or
decide any Claim arising under or related to this Contract shall be brought in the
Sixth Judicial Circuit Court of the State of Michigan, the 50th District Court of the
State of Michigan, or the United States District Court for the Eastern District of
Michigan, Southern Division, as dictated by the applicable jurisdiction of the court.
Except as otherwise required by law or court rule, venue is proper in the courts set
forth above. The choice of forum set forth above shall not be deemed to preclude
the enforcement of any judgement obtained in such forum or taking action under this
Contract to enforce such judgement in any appropriate jurisdiction.
7.29. Entire Contract. This Contract represents the entire Contract and understanding
between the Parties. This Contract supercedes all other prior oral or written
understandings, communications, agreements or Contracts between the Parties. The
language of this Contract shall be construed as a whole according to its fair meaning,
and not construed strictly for or against any Party.
7.30. Assignment of Rights. In consideration for the work Contractor performs under this
Contract, and the fees paid to Contractor for services, Contractor agrees to the
following:
7.30.1. Contractor shall have no copyright, patent, trademark or trade secret rights
in County Intellectual Property.
Pa ae 12
OAKLAND;
1 -.
.
L. BROOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
COUNTY MICHIGAN
7.30.2. Any and all programs, inventions and other work or authorship developed
by Contractor while performing services to County are works made for hire,
created for and owned exclusively by County.
7.30.3. Contractor assigns to County all rights and interest in County Intellectual
Property, which Contractor has made or conceived, or may make and
conceive, either solely or jointly with others, either on or off county
premises (1) while providing services to County, of (2) with the use of the
time, materials or facilities of the County.
7.30.4. Contractor shall sign any papers necessary for patents, copyrights or
trademark registrations to give title to County.
7.31. Confidential Information. Contractor acknowledges:
7.31.1. That the County is developing and using Proprietary information and
Intellectual Property that is valuable to its operations. The County has
instituted policies and procedures to protect this information. In
performance of its obligations under this Contract, Contractor may become
acquainted with County Proprietary Information and Intellectual Property.
7.31.2. Either during or after the term of this Contract, Contractor shall not disclose
to anyone or use any County Proprietary Information or Intellectual
Property disclosed to Contractor while providing services to County under
this Contract. This obligation does not apply to information after it
becomes generally laiown to the public.
7.31.3. Contractor shall not disclose air" Intellectual Property belonfainE to a third
party that Contractor learns about by virtue of providing services to tile
County.
Page
BY: DATE:
_-
OAKLAND=
L. BROOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
COUNTY MICHIGAN
The undersigned executes this Contract on behalf of Contractor and the County, and by doing so
legally obligates and binds Contractor and the County to the terms and conditions of this Contract.
FOR THE CONTRACTOR:
Lorna Utley, President/ CEO Goodwill Industries of Detroit, appeared in person before me this day
and executed this Contract on behalf of Contractor and acknowledged to me under oath that she has
taken all actions and secured any and all necessary approvals and authorizations and has the
requisite authority from Contractor to fully and completely obligate and bind Contractor to the
terms and conditions of this Contract and any and all other documents incorporated by reference
and also acknowledged to me under oath having been provided with copies and having read and
reviewed all Contract documents including all documents incorporated by reference.
Subscribed and sworn to before me on this day of , 2008.
Notary Public. State of Michigan,
County
My Commission Expires:
Acting in the County of Oakland
FOR THE COUNTY:
IN WITNESS WHEREOF, THE Chairperson of the Oakland County Board of Commissioners
hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of
Commissioners, a certified copy of which is attached, to execute this AGREEMENT on behalf of
the County of OAKAWND and hereby accepts and binds the COUNTY to the terms and conditions
of this AGREEMENT.
BY: DATE:
Bill Bullard Jr.
Chairperson
Oakland County Board of Commissioners
Pariv
L. BROOKS PATTERSON-COU'NTY EXECUTIVE
OAKLAND COUNTY
APPROVED AS TO SCOPE OF CONTRACTOR SERVICES:
BY. DATE:
Maureen Donohue Krauss
Contract Administrator
Page 15
L. BROOKS PATTERSON-COUNTY ikEculivE
OAKLAND COUNTY
EXHIBIT I
SCOPE OF CONTRACTOR SERVICES
Contractor agrees to hold collection events at locations mutually agreed upon by the parties
to this AGREEMENT. All collection events will allow residents of Oakland County to dispose free
of cost e-waste consisting of computers, monitors, keyboards, fax/scanners, copiers, printers and all
related peripherals.
The County has agreed to sponsor a computer collection event within the County in the Fall
of 2008 at a cost of $7,000.
Contractor will be responsible for all operations and staffing at the collection event and will
assure that all computer equipment collected is packaged and sent for reuse or recycle through the
Contractor's partnership with Dell computers.
Contractor will ensure that the privacy of residents that participate in the recycling drive is
protected. Specifically, the contractor will tale all necessary and reasonable steps to ensure that
sensitive, private data on computers and/or computer components that are recycled for future use
are thoroughly cleaned of sensitive data such as passwords, documents, credit card information,
emails and web site visit logs.
The County will agree to work with Contractor to establish an appropriate location to hold
the collection event. The event will be held on a Saturday to provide the greatest accessibility for
residents.
Contractor will remove all equipment from the site of the collection event on the same day
that it is collected.
Contractor will not require a maximum or minimum number of vehicles to be served at the
collection event. Contractor agrees to process an vehicles that are in line at the scheduled
conclusion of the recycle event but may refuse cars that arrive thereafter.
Page 6
OAKLAND COUNTY
L. BROOKS PATTERSON-COUNTY EXECUTIVE . :
•
s-
••n••n •••••n.
COUNTY MICHIGAN
EXHIBIT II
CONTRACTOR INSURANCE REOUIREMENTS
1. Vendor shall provide and maintain, at its own expense, all insurance as set forth below,
protecting the County against any loss or claim which may arise out of the Contractor's
performance of services under the terms of this contract, whether such services are performed
by the Contractor, its contractors, sub-contractors, agents, volunteers, or by anyone directly or
indirectly employed by any of them, or by anyone for whose acts they may be held liable.
2, Commercial General Liability Occurrence Form including Premises and Operations, Broad
Form Property Damage, Personal Injury with Contractual Exclusion deleted, and Blanket Broad
Form Contractual with the following as minimum limits:
A. $3,000,000 — General Aggregate Limit — Other than Products/Completed Operations
B. $3,000,000 — Products/Completed Operations Aggregate Limit
C. $3,000,000 — Personal and Advertising Injury Limit
D. $3,000,000 — Each Occurrence Limit
E. 5100,000 — Fire Damage Limit (Any One Fire)
F. SI 0,000 — Medical Expense (Any One Person)
3. Worker's Compensation Insurance with limits statutorily required by any applicable Federal or
State Law and Employers Liability with minimum limits of $500,000 each accident, $500,000 each
employee by disease and $500,000 aggregate disease.
4. Comprehensive Automobile Liability including Michigan NO-Fault with a minimum limit of
$1,000,000 each occurrence covering liability arising out of any owned, hired, non-owned or
borrowed automobiles owned or used by the Contractor, its contractor's sub-contractors, agents,
volunteers, or by anyone directly or indirectly employed by any of them, or by anyone for whose
acts they may be held liable.
5. Professional Liability /Errors & Omissions insurance with minimum limits of $1 Million
Dollars per claim and $2,000,000 aggregate limit, covering all damages from all acts, errors, or
omissions arising from the performance of this contract.
6. During the terms of this Contract, if the County determines for any reason that the insurance
limits are inadequate, the Contractor must furnish, within ten (10) days of notification, such
additional coverage as the county may reasonably require.
7. Insurance policies must name the county and County Agents, as defined in this contract, as an
Additional Insured and shall not be cancelled, non-renewed or materially changed without a
minimum of thirty (30) days pro9ir written notice from the Contractor to the county. The
Contractor must submit certificates of insurance evidencing the insurance to the County's Risk
Page 17
nria.
OAKLAND
COUNTY MICHIGAN
L. BROOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
•
Management Division no less than ten (10) days before commencement of services to be performed
under the terms and conditions of this Contract,
8. All policies of insurance shall be on a primary, non-contributory basis with any other insurance
or self-insurance carried by the County.
9. Contractor waives any rights of subrogation against the County, its officers, employees, agents,
and elected officials arising from this Contract. In the event of any payment or by any insurer of
the Contractor, such insurer will not be subrogated to any of Contractor's rights of recovery against
the County, its officers, employees agents and elected officials. Contractor will not execute, nor
deliver any instruments or other documents, nor take any other action to secure any such rights for
Contractor's insurer(s) against the County, its officers, employees, agents, and elected officials. In
addition, Contractor waives any rights of recovery it may have against the County, its officers,
employees, agents and elected officials for losses occurring to any property owned or in the care,
custody and control of the contractor, their contractors, sub-contractors, agents, volunteers, or by
anyone directly or indirectly employed by any of them, or by anyone for whale acts they may be
held liable.
10. All insurance as required in this Contract shall be issued by insurers licensed and approved to
business in Michigan and shall have and maintain a minimum A.M. Best's rating of ANI.
Page IS
Resolution #08143 July 17, 2008
The Chairperson referred the resolution to the Finance Committee. There were no objections.
FINANCE COMMITTEE
FISCAL NOTE (MISC. #48143) July 31, 2008
BY: FINANCE COMMITTEE, MIKE ROGERS, CHAIRPERSON
IN RE: DEPARTMENT OF ECONOMIC DEVELOPMENT & COMMUNITY AFFAIRS - WASTE
RESOURCE MANAGEMENT - APPROVAL OF CONTRACT WITH GOODWILL INDUSTRIES OF
GREATER DETROIT
TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS
Chairperson, Ladies and Gentlemen:
Pursuant to Rule XII-C of this Board, the Finance Committee has
reviewed the above referenced resolution and finds:
1. Goodwill Industries, in partnership with Dell Computer
Company, is proposing to conduct a computer collection
event in September 2008, free of charge to Oakland County
residents, for the purpose of recycling and disposing
unwanted or unusable computer equipment.
2. The Dell Computer Company will pay for the majority of the
collection and recycling costs and Goodwill Industries will
provide planning, advertising, sorting, transportation, and
recycling and disposal of the computer equipment.
3. The resolution approves a contract between Oakland County
and Goodwill Industries of Greater Detroit to conduct a one
day computer collection event.
4. As part of the contract, Oakland County will provide
funding of $7,000 to Goodwill Industries toward the
collection event.
5. Funding is available in the FY 2008 Waste Resource
Management Budget, Professional Services account *1010O-
1090105-174230-731458)
6, No additional apprnpriatinn or budget amendment is
required.
FINANCE COMMITTEE
Motion carried unanimously on a roll call vote with Rogers, Potter and Woodward absent.
Resolution #08143 July.31, 2008
Moved by Rogers supported by Nash the resolutions (with fiscal notes attached) on the Consent Agenda
be adopted (with accompanying reports being accepted).
AYES: Burns, Coleman, Coulter, Crawford, Douglas, Gershenson, Gingell, Gosselin, Gregory,
Greimel, Hatchett, Jacobsen, KowaII. Long, Middleton. Nash, Potter, Potts, Rogers, Scott,
Spector, Woodward, Zack. Bullard. (24)
NAYS: None. (0)
A sufficient majority having voted in favor, the resolutions (with fiscal notes attached) on the Consent
Agenda were adopted (with accompanying reyur Lb being ecc.epted).
I IEREIR APPROVE IRE MANG RESOLUTION
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
I, Ruth Johnson, Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true
and accurate copy of a resolution copted by the Oakland County Board of Commissioners on July
31, 2008, with the original record thereof now remaining in my office.
In Testimony Whereof, I have hereunto set my hand and affixed the seal of the County of Oakland at
Pontiac, Michigan this 31st day of July. 2008.
Gat
Ruth Johnson. County Clerk