EXHIBIT 10.6
SERVICE CONTRACT
L.L. XXXXX, INTERNATIONAL, INC.
CR 32066
AGREEMENT is made this 7TH day of January 2000, by the COUNTY OF WASHTENAW, a
municipal corporation, with offices located in the County Administration
Building, 000 Xxxxx Xxxx Xxxxxx, Xxx Xxxxx, Xxxxxxxx 00000 (Count) and L.L.
Xxxxx International, Inc. located at 00000 00xx Xxxxxx Xxxxx, Xxxxx 000, Xxxx,
Xxxxxxxxxx 00000 (Contractor).
In consideration of the promises below, the parties mutually agree as
follows:
ARTICLE I - SCOPE OF SERVICES
The Contractor shall conduct a forty (40) hour training curriculum for
a minimum of nine hundred (900) participants. The curriculum will include an
Independent Thinking Skills course and a 30 Days to Gainful Employment course.
The skills course is a twenty-four (24) curriculum and the employment course is
a sixteen (16) hour curriculum.
The program shall also include a series of retention classes, which
will cover motivation, retention and career advancement issues. The retention
sessions shall be between four and eight hours each as determined by need. These
retention sessions will begin during the second or third month of the
twelve-month services term. The frequency of these sessions will be specifically
designed by ETCS staff and the Contractor. These training shall be delivered in
three parts: day, evening, and weekend classes, depending upon customer needs.
Independent Thinking Skills courts will include at a minimum the following
curriculum: Blind spots and conditioning How We Think The Negative Spiral of
Self-defeating behavior Attitude Formation Comfort Zones.
The 30 Days to Gainful Employment course will include at a minimum the following
curriculum: Creating a work history, Resume writing; cover letters, creating
bullet statements, selling yourself with words
Application Workshop Specific job search techniques, Dressing for an interview
Planning & problem solving for a successful interview, Interview skills Job
Retention skills
The Contractor shall be responsible for providing the workbooks and essential
materials to train the above curriculum as delineated and agreed to in the
proposal.
Additionally, the Contractor will develop and implement an Employers'
Exchange program with the assistance of the ETCS Group. This program will
establish a private sector employer group to serve as a marketing forum focus
group for the Washtenaw County Workforce Development Board.
The target group shall include the universal customer,
Welfare-to-Work/Work First Program recipients referred by the Family
Independence Agency to the Washtenaw County Michigan Works! Service Center, plus
non-cash recipients who the Contractor shall readily recruit, and any
participant who would benefit from the is training and receives services through
the Michigan Works! Service Center. Recruitment strategies for non- cash
recipients shall include ETCS staff providing contract names and addresses of
these recipients. The contractor shall be responsible for recruiting these
individuals.
XXXXXX XX - COMPENSATION
The contract shall be based on a cost per participant rate of $360, at
a minimum cost of $5,400 per week to serve no less than fifteen (15)
participants. The number of participants may exceed fifteen, but the cost per
participant rate may not exceed $360. The total contract dollar amount is not to
exceed Two Hundred Eighty Thousand and Eight Hundred ($280,800) dollars.
ARTICLE III - REPORTING OF CONTRACTOR
Section 1 - The Contractor is to report to the ETCS Executive Director and will
cooperate and confer with him/her as necessary to insure satisfactory work
progress.
Section 2 - All reports, estimates, memoranda and documents submitted by the
Contractor must be dated and bear the Contractors name.
Section 3 - All reports which must be submitted under this contract, including,
but not limited to, performance reports and expenditure reports are subject to
review and final approval by the ETCS; Group Director.
Section 4 - The County may review and inspect the Contractor's activities during
the term of this contract.
Section 5 - When applicable, the Contractor will submit a final, written report
to the ETCS Group Director.
Section 6 - After reasonable notice to the Contractor, the County may review any
of the Contractor's internal records, reports, or insurance policies.
Section 7 - After reasonable notice to the Contractor, the Contractor shall make
available to the Department of Career Development (formerly known as the
Michigan Jobs Commission), Michigan Economic Development Corporation and /or
their authorized representative(s), any books, documents, papers or records
relating to this agreement for the purpose of audits, examinations, and
record-keeping. Contractor shall keep such records for three years.
ARTICLE IV - TERM
This contract begins on December 27, 1999 and ends on December 31,
2000.
ARTICLE V - PERSONNEL
Section 1 - The contractor will provide the required services and will not
subcontract or assign the services without the County's written approval.
Section 2 - The Contractor will not hire any County employee for any of the
required services without the County's written approval.
Section 3 - The parties agree that the Contractor is neither an employee nor an
agent of the County for any purpose.
ARTICLE VI - INDEMNIFICATION AGREEMENT
The Contractor will protect, defend and indemnify Washtenaw County, its
offices, agents, servants, volunteers and employees from any and all
liabilities, claims, liens, fines, demands and costs, including legal fees, of
whatsoever kind and nature which may result in injury or death to any persons,
including the Contractor's own employees, and for loss or damage to any
property, including property owned or in the care, custody or control of
Washtenaw County in connection with or in any way incident to or arising out of
the occupancy, use, service, operations, performance or non-performance of work
in connection with this contract resulting in whole or in part from negligent
acts or omissions of contractor, any sub-contractor, or any employee, agent or
representative of the contractor or any sub-contractor.
ARTICLE VII - INSURANCE REQUIREMENTS
The Contractor will maintain at its own expense during the term of this
Contract, the following insurance:
1. Workers' Compensation Insurance with Michigan statutory limits and
Employers Liability Insurance with a minimum limit of $100,000 each
accident for any employee.
2. Comprehensive/Commercial General Liability Insurance with a combined
single limit of $1,000,000 each occurrence for bodily injury and
property damage.The County shall be added as "additional insured" on
general liability policy with respect to the services provided under
this contract.
3. Automobile Liability Insurance covering all owned, hired and non-owned
vehicles with Personal Protection Insurance and Property Protection
Insurance to comply with the provisions of the Michigan No Fault
Insurance Law, including residual liability insurance with a minimum
combined single limit of $1,000,000 each accident for bodily injury
and property damage.
Insurance companies, named insured's and policy forms shall be subject
to the approval of the Washtenaw County Administrator. Such approval shall not
be unreasonably withheld. Insurance policies shall not contain endorsements or
policy conditions which reduce coverage provided to Washtenaw County. Contractor
shall be responsible to Washtenaw County or insurance companies insuring
Washtenaw County for all costs resulting from both financially unsound insurance
companies selected by Contractor and their inadequate insurance coverage.
Contractor shall furnish the Washtenaw County Administrator with satisfactory
certificates of insurance or a certified copy of the policy, if requested by the
County Administrator.
No payments will be made to the Contractor until the current
certificates of insurance have been received and approved by the Administrator.
If the Insurance as evidenced by the certificates furnished by the Contractor
expires or is canceled during the term of the contract, services and related
payments will be suspended. Contractor shall furnish the County Administrator's
Office with certification of Insurance evidencing such coverage and endorsements
at least ten (10) working days prior to commencement of services under this
contract. Certificates shall be addressed to the County Administrator, X.X. Xxx
0000, Xxx Xxxxx, XX, 00000, and shall provide for 30 day written notice to the
Certificate holder of cancellation of coverage.
ARTICLE VII - COMPLIANCE WITH LAWS AND REGULATIONS
The Contractor will comply with all federal, state and local
regulations, including but not limited to the Job Training Partnership Act as
well as all applicable OSHA/MIOSHA requirements and the Americans with
Disabilities Act.
ARTICLE IX - INTEREST OF CONTRACTOR AND COUNTY
The Contractor promises that it has no interest which would conflict
with the performance of services required by this contract. The Contractor also
promises that, in the performance of this contract, no officer, agent, employee
of the county of Washtenaw, or member of its governing bodies, may participate
in any decision relating to this contract which affects his/her personal
interest or the interest of any corporation, partnership or association in which
he/she is directly or indirectly interested or has any personal or pecuniary
interest. However, this paragraph does no apply if there has been compliance
with the provisions of Section 3 of Act NO. 317 of the Public Acts of 1968
and/or Section 30 of Act No. 156 of Public Acts of 1951, as amended by Act no.
51 of the Public Acts of 1978, whichever is applicable.
ARTICLE X - CONTINGENT FEES
The Contractor promises that it has not employed or retained any
company or person, other than bona fide employees working solely for the
Contractor, to solicit or secure this contract, and that it has not paid or
agreed to pay any company or person, other than bona fide employees working
solely for the Contractor, any fee, commission, percentage, brokerage fee, gifts
or any other consideration contingent upon or resulting from the award or making
of this contract. For breach of this promise, the County may cancel this
contract without liability or, at its discretion, deduct the full amount of the
fee, commission, percentage, brokerage fee, gift or contingent fee from the
compensation due the Contractor.
ARTICLE XI - EQUAL EMPLOYMENT OPPORTUNITY
The Contractor will not discriminate against any employee or applicant
for employment because of race, creed, color, sex, sexual orientation, national
origin, physical handicap, age, height, weight, marital status, veteran status,
religion and political belief (except as it relates to a bona fide occupational
qualification reasonably necessary to the normal operation of the business).
The Contractor will take affirmative action to eliminate discrimination
based on sex, race, or a handicap in the hiring of applicant and the treatment
of employees. Affirmative action will include, but not be limited to:
Employment; upgrading, demotion or transfer, recruitment advertisement; layoff
or termination; rates of pay or other forms of compensation; selection for
training, including apprenticeship.
The Contractor agrees to post notices containing this policy against
discrimination in conspicuous places available to applicants for employment and
employees. All solicitations or advertisements for employees, placed by or on
the behalf of the Contractor, will state that all qualified applicants will
receive consideration of employment without regard to race, creed, color, sex,
sexual orientation, national origin, physical handicap, age, height, weight,
marital status, veteran status, religion and political belief.
ARTICLE XII - EQUAL ACCESS
The Contractor shall provide the services set forth in Article I
without discrimination on the basis of race, color, religion, national origin,
sex, sexual orientation, marital status, physical handicap, or age.
ARTICLE XIII - COPYRIGHTS/PATENTS LICENSES
Section 1 - If the Contractor develops under this Contract any book, document,
writing, publication, software, recording, or other material whether in written,
video, audio, or other format, Contractor grants a royalty-free, nonexclusive,
irrevocable tight to the County and its funding sources to use, copy, and
distribute or further use and copying any such material regardless of any
copyright or other right of ownership Contractor may have or obtain., This
Irrevocable grant of right shall not expire, and shall extend beyond the period
of this agreement.
Section 2 - Contractor shall promptly notify the County if it produces under
this Contract any patentable item, process, procedure, discovery, invention, or
other patentable thing. The County shall then notify the grant funding source.
Unless there is an agreement between the County and the grant funding source to
the contrary, the County and Contractor shall be bound by the determination of
the grant agreement.
ARTICLE XIV - OWNERSHIP OF DOCUMENTS AND PUBLICATION
All documents developed as a result of this contract will be freely
available to the public. None may be copyrighted by the Contractor. During the
performance of the services, the Contractor will be responsible for any loss of
or damage to the documents while they are in its possession and must restore the
loss or damage at its expense. Any use of the information and results of this
contract by the Contractor must reference the project sponsorship by the County.
Any publication of the information or results must be co-authored by the County.
ARTICLE XV - YEAR 2000 COMPLIANCE
Contractor hereby warrants and represents that all products, hardware,
software, information (data), and electronic components and systems (all herein
referred to as "equipment"), as well as all services, being furnished to
Washtenaw county, or relied upon by Contractor in its provision of services or
equipment to Washtenaw County, shall be "Year 2000 Compliant". As used herein,
the term "Year 2000 Compliant" shall mean the equipment and services will
perform the same functions and provide the same level of accurate information
and calculations during 1999, 2000, and thereafter as it did prior thereto,
including interface to and from other systems or organization.
In the event of any recognition, calculation, or indication of Year
2000 Compliance problems, Contractor warrants that it shall make all necessary
adjustments, corrections, or replacements at no cost to Washtenaw, County in
order to assure that contractors' products, services and equipment are, or
become "Year 2000 Compliant". Contractor agrees to reimburse the County or any
costs incurred by the County as a result of contractors' failure to comply with
the provision.
ARTICLE XVI - ASSIGNS AND SUCCESSORS
This contract is binding on the County and the contractor, their
successors and assigns. Neither the County nor the Contractor will assign or
transfer its interest in this contract without the written consent of the other.
ARTICLE XVII - MODIFICATION, TERMINATION, AND CANCELLATION
Section 1 - This contract may be unilaterally modified at any time by the county
if required by changes in Federal, State or County laws, regulation, rules,
policies or procedures. The Contractor must either accept the unilateral
modification or give immediate notice of contract termination.
Section 2 - This contract may be bilaterally modified at any time by the
execution of a written, signed contract modification.
Section 3 - This contract may be terminated in whole or in part for any the
following reasons:
a. either party may be terminate this contract for convenience by giving
30 calendar days advance written notice to the other party in person
or by certified mail. All notice periods shall commence when written
notice is deposited with the post office or personally delivered;
b. either party may terminate this contract immediately for cause by
giving written notice. Breach of any of the contract terms or
attachments shall constitute cause for termination;
c. if the County fail to receive sufficient federal and/or state funds to
meet any or all of its contractual obligations due to fund reduction,
suspension, termination or other causes, the County shall have the
right to immediately and unilaterally reduced or terminate all or part
of this contract;
d. the County may terminate this contract for cause if the Contractor
appears on the register of employers in violation of the National
Labor Relations Act (State of Michigan, Public Act 278 of 1980).
Section 4 - If this contract is terminated early, the Contractor shall be
entitled to allowable earnings prior to the date of termination, plus reasonable
close-out costs approved by the County.
ARTICLE XVIII - DISPUTES AND GRIEVANCES
Section 1 - The Contractor will develop and maintain a system for the handing of
grievances in accordance with the policies issued by the State and the County.
Section 2 - In any dispute, both parties agree to informally discuss and attempt
to resolve issues. In the event that informal discussion fails to resolve the
disputed issues, either party may request formal resolution, in accordance with
County procedures.
Section 3 - The Contractor agrees to participate in and be bound by disallowed
cost, complaint or grievance decisions issued by the County. Such decision shall
include opportunity for a fair hearing upon request. All such decision shall be
fully enforceable in Michigan or Federal courts.
ARTICLE XIX - PAYROLL TAXES
The Contractor is responsible for all applicable state and federal
social security benefits and unemployment taxes and agrees to indemnify and
protect the County against such liability.
ARTICLE XX - PRACTICE AND ETHICS
The parties will conform to the code of ethics of their respective
national professional associations.
ARTICLE XXI - PREVAILING WAGE RATES
The Contractor agrees that all craftsmen, mechanics and labors it
employs to work on this project shall, at a minimum, receive the prevailing
wages and fringe benefits of the Building Trade Department for corresponding
classes of craftsmen, mechanics and laborers for the Washtenaw County area, as
determined and published by the Xxxxx-Xxxxx Division of the United States
Department of Labor. Contractor agrees that all subcontracts entered into by the
Contractor shall contain a similar provision covering any sub-contractor's
employees who perform work on this project.
ARTICLE XXII - CHANGES IN SCOPE OR SCHEDULE OF SERVICES
Changes mutually agreed upon by the County and the Contractor, will be
incorporated into this contract by written amendments signed by both parties.
ARTICLE XXIII - CHOICE OF LAW AND FORUM
This contract is to be interpreted by the laws of Michigan, The parties
agree that the proper forum for litigation arising out of this contract is in
Washtenaw county, Michigan.
ARTICLE XXIV - EXTENT OF CONTRACT
This contract represents the entire agreement between the parties and
supersedes all prior representations, negotiations or agreements whether written
or oral.
ATTESTED TO: WASHTENAW COUNTY
By:/s/ Xxxxx X. Xxxxxx 1-7-00 By:/s/ Xxxxxx X. Xxxxxxx 12-28-99
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Xxxxx X. Xxxxxx (DATE) Xxxxxx X. Xxxxxxx (DATE)
County Clerk/Register County Administrator
APPROVED AS TO FORM BY L.L. XXXXX INTERNATIONAL, INC.
By:/s/ Xxxxxx X. Xxxxxx 12/28/99 By:/s/ Xxxxxx X. Xxxxx 12/23/99
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Xxxxxx X. Xxxxxx (DATE) Xxxxxx X. Xxxxx (DATE)
Office of Corporation Counsel Vice President
