ADOPTED - OCTOBER 27, 2009

LEGAL SERVICES AGREEMENT

THIS AGREEMENT, made and entered into this ____ day of ___________, 2009, by and between the COUNTY OF INGHAM, a municipal corporation and political subdivision of the State of Michigan (hereinafter referred to as the “County”), and COHL, STOKER, TOSKEY & McGLINCHEY, P.C., with offices at 601 North Capitol Avenue, Lansing, Michigan 48933 (hereinafter referred to as “CONTRACTOR”).

RECITALS:

WHEREAS, the County is authorized to contract for legal services pursuant to MCL 49.71, and has contracted with CONTRACTOR for such services since prior to 1980 and desires to continue to contract for legal services with CONTRACTOR; and

WHEREAS, CONTRACTOR is qualified to perform such legal services and desires to contract with the County.

NOW, THEREFORE, for and in consideration of the mutual covenants hereinafter contained, IT IS HEREBY AGREED, as follows:

1. Services to be Performed by CONTRACTOR. CONTRACTOR shall perform all current CONTRACTOR retainer legal services, including general county law matters, labor law matters and labor relations functions previously performed by Ingham County Human Resources Director in 2007, and workers’ compensation defense work. Excluded from the legal services to be performed under this Agreement shall be litigation covered by County insurance policies or risk groups, and also excluding bond legal work. Services to be provided by CONTRACTOR pursuant to this Agreement do not include legal services which CONTRACTOR provides other separate public or non-profit legal entities. There will always be at least two (2) attorneys in the CONTRACTOR’S office during normal business hours to work for Ingham County, one of whom will be a partner. The partners (currently Peter Cohl, David Stoker, Bonnie Toskey, and John McGlinchey) will be available seven (7) days a week, twenty-four (24) hours per day at the office, at home, or by cell phone. While a partner will be at the HR office on Wednesdays, that partner may return to his/her office with prior notice to the Controller and HR Director.

In the event any insurance company or risk group fails or refuses to represent the County, for whatever reason whatsoever, then, and in that event, CONTRACTOR shall undertake such defense for the County and shall be reimbursed at the normal hourly rate of the County’s risk group, currently being ONE HUNDRED THIRTY-FIVE AND NO/100's DOLLARS ($135.00) per hour for such defense to the extent that insurance company or risk group is found liable in damages to the County for its unlawful refusal or neglect to represent or reimburse the County for any judgment against it, pursuant to the terms of its obligations under insurance policy or risk group agreement.

2. Compensation. The County agrees that the compensation to be paid CONTRACTOR for all legal services shall be the sum of FOUR HUNDRED FOUR THOUSAND SEVEN HUNDRED FIFTY AND NO/100 DOLLARS ($404,750.00) for 2010. The fee for 2011 will remain as noted above unless a change is mutually agreed to between the parties.

3. Method of Payment and Statement of Services. Payment to CONTRACTOR shall be on a monthly basis at the rate of one-twelfth (1/12th) of the annual fee, being at the rate of THIRTY-THREE THOUSAND SEVEN HUNDRED TWENTY-NINE AND 17/100 DOLLARS ($33,729.17) per month for 2010 and thereafter, unless otherwise mutually agreed to be modified. Payment shall be made by the 15th of each month, beginning in January 2010. The CONTRACTOR shall provide the County a statement of all work performed under this Agreement for the prior calendar month by the 15th of the following month. The statement shall set forth both the services performed and the number of hours. The County’s payment may be held until the statement from the prior month has been received.

4. Services and Materials to be Furnished by County. The County shall furnish to the CONTRACTOR all available necessary information, data, and materials pertinent to the performance of the legal services required by this Agreement. When working on site of the Human Service Building offices, the CONTRACTOR shall have use of the County’s computer equipment, and the County will supply work space and office supplies for the selected labor relations attorney.

5. Costs.

A. The County shall reimburse the CONTRACTOR for actual litigation costs, such as filing and service of process fees (includes service by certified mail), costs associated with obtaining medical records for workers compensation cases, deposition and court reporter fees, and appellate court printing costs which the CONTRACTOR is required to pay to represent the County.

B. The County shall reimburse Contractor for all other County incurred costs and expenses of the CONTRACTOR, including copies, fax, long-distance telephone charges and computer research for up to $5,000.00 per year.

C. The County shall not be obligated to pay for any Professional Development Training for CONTRACTOR’s attorneys.

6. Files. In the event this Agreement is terminated and not replaced with a successor agreement, the County shall have the right to and may retrieve all prior Ingham Corporation Counsel files, files created pursuant to prior County agreements with the CONTRACTOR, and all files created under this Agreement. The CONTRACTOR may retain copies of any such documents.

7. Performance. In the event the County has concerns as to the performance under this Agreement, the concerns will be promptly forwarded in writing to the managing partner so appropriate corrective actions can be taken. The County, through the Controller or his designee, and any representative the Board of Commissioners deemed appropriate, shall meet with designated members of the CONTRACTOR no less than four (4) times annually for the purpose of discussions regarding the delivery of legal services. The County agrees that it will communicate any problems to the CONTRACTOR.

8. Conflict. If there is a conflict regarding the representation by CONTRACTOR of parties which it is legally required to represent under this Agreement, then, in such circumstances, the CONTRACTOR shall not be obligated to represent the County and/or other officials.

An example of this is in the event an elected official, such as, but not limited to, the Sheriff, Drain Commissioner, Treasurer, Register of Deeds, or the Prosecutor sues the County, then, under such circumstances, both parties will be required to obtain counsel other than the CONTRACTOR.

9. Compliance with the Law. The CONTRACTOR shall provide all the services to be performed under this Agreement in complete compliance with all applicable Federal, State and local laws, ordinances, rules and regulations.

10. Nondiscrimination. The CONTRACTOR, as required by law and/or the County’s Equal Opportunity Employment/Nondiscrimination Policy, shall not discriminate against an employee or applicant for employment with respect to hire, tenure, terms, conditions or privileges of employment, or a matter directly or indirectly related to employment because of race, color, religion, national origin, age, sex, sexual orientation, gender identity, disability that is unrelated to the individual’s ability to perform the duties of a particular job or position, height, weight, marital status or political affiliation. The CONTRACTOR shall adhere to all applicable Federal, State and local laws, ordinances, rules and regulations and policies prohibiting discrimination. Breach of this section shall be regarded as a material breach of this Agreement.

11. Living Wage Requirements. The CONTRACTOR shall comply with the County’s policy on payment of living wages as set forth in the Ingham County Board of Commissioners’ Resolution No. 03-168 or as may be amended from time to time. Breach of this section shall be a material breach of this Agreement.

12. Independent Contractor. It is expressly understood and agreed that the CONTRACTOR is an independent contractor. The employees, servants or agents of the CONTRACTOR shall in no way be deemed to be and shall not hold themselves out as employees of the County and shall not be entitled to any County fringe benefits, such as, but not limited to, health and accident insurance, life insurance, or paid sick or vacation leave. The CONTRACTOR shall be responsible for paying all compensation due its personnel for services they have performed under this Agreement and for withholding and payment of all applicable taxes, including, but not limited to, income and social security taxes to the proper Federal, State and local governments. The CONTRACTOR shall carry workers’ compensation insurance coverage and pay unemployment compensation coverage for its personnel, as required by law.

13. Insurance. The CONTRACTOR shall assure that all attorneys performing services possess professional liability insurance coverage for the services performed under this Agreement in amounts in excess of ONE HUNDRED THOUSAND AND NO/100 ($100,000.00) per claim and THREE HUNDRED THOUSAND AND NO/100 ($300,000) aggregate. The CONTRACTOR shall submit to the County Controller, prior to the performance of services under this Agreement, documentation of such insurance coverage. In the event that the insurance coverage of any attorney providing services under this Agreement is at any time reduced or terminated during the duration of this Agreement, the CONTRACTOR shall require its insurer and shall require their designees to in turn require their insurer to notify the County Controller in writing of such reduction or termination within not less than ten (10) days prior to the effective date of such reduction or termination.

14. Notices. Any notice required to be given pursuant to the terms and provisions of this Agreement shall be in writing and shall be sent by first class mail to the County at:

Matthew Myers, Ph.D.

Ingham County Controller

Ingham County Courthouse

P.O. Box 179

Mason, Michigan 48854

and to CONTRACTOR:

Mr. Peter Cohl

Partner

Cohl, Stoker, Toskey & McGlinchey, P.C.

601 North Capitol Avenue

Lansing, Michigan 48933

15. Waivers. No failure or delay on the part of either of the parties to this Agreement in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall a single or partial exercise of any right, power or privilege preclude any other or further exercise of any other right, power or privilege. In no event shall the making by the County of any payment due to the CONTRACTOR constitute or be construed as a waiver by County of any breach of a provision of this Agreement, or any default which any then exist, on the part of the CONTRACTOR, and the making of any such payment by the County while any such breach or default shall exist, shall in no way impair or prejudice any right or remedy available to the County in respect to such breach or default.

16. Amendment or Modification. All modifications, amendments or waivers of any provision of this Agreement to be performed hereunder, shall be made only by the written mutual consent of the parties hereto.

17. Applicable Law and Venue. This Agreement shall be construed according to the laws of the State of Michigan.

18. Disregarding Titles. The titles of the sections set forth in this Agreement are inserted for the convenience of reference only and shall be disregarded when construing or interpreting any of the provisions of this Agreement.

19. Complete Agreement. This Agreement contains all the terms and conditions agreed upon by the parties hereto, and no other agreements, oral or otherwise, regarding the subject matter of this Agreement or any part thereof shall have any validity or bind any of the parties hereto.

20. Agreement Period and Termination. The CONTRACTOR shall commence performance of the services required of it hereunder on the 1st day of January, 2010, and shall continue to the 31st day of December, 2011, except as noted below. The Board of Commissioners may at its option extend this Agreement for an additional year by providing a written letter of intent to the CONTRACTOR no later than October 1, 2011. Such an extension shall be under the same terms and conditions of this Agreement.

Notwithstanding any other provision in this Agreement to the contrary, the Board of Commissioners or the CONTRACTOR may, at any time, terminate this Agreement by submitting written notification to the other party ninety (90) calendar days prior to the date in which such termination shall become effective.

If either party for any reason terminates this Agreement, the County shall only be liable for payment for services rendered to the County up to and including the date of termination.

21. Invalid/Unenforceable Provisions. If any clause or provision of this Agreement is rendered invalid or unenforceable because of any State or Federal statute or regulation or ruling by any tribunal of competent jurisdiction, that clause or provision shall be null and void, and any such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement. Where the deletion of the invalid or unenforceable clause or provision would result in the illegality and/or unenforceability of this Agreement, this Agreement shall be considered to have terminated as of the date in which the clause or provision was rendered invalid or unenforceable.

22. Certification of Authority to Sign Agreement. The persons signing on behalf of the parties to this Agreement certify by their signatures that they are duly authorized to sign this Agreement on behalf of said parties and that this Agreement has been authorized by said parties.

IN WITNESS WHEREOF, the authorized representatives of the parties hereto have fully signed and entered into this Agreement on the day and year first above written.

WITNESSED BY: COUNTY OF INGHAM

By:

Date Debbie De Leon, Chairperson

County Board of Commissioners

By:

Date Mike Bryanton, County Clerk

COHL, STOKER, TOSKEY & McGLINCHEY, P.C.

By:

Date Peter A. Cohl