On the agenda: Garden City meeting — flock camera (Sep 14)

THE HONORABLE MAYOR AND COUNCIL MEMBERS,
CITY MANAGER, DEPARTMENT HEADS, AND ALL INTERESTED PARTIES
*REVISED 9-11-26 adding agenda item 11B7*
This notice shall serve as your formal and official notification of the REGULAR CITY COUNCIL MEETING to be
held on MONDAY, September 14, 2026, AT 7:00 PM, in the Council Chambers of the Municipal Civic Center,
6000 Middlebelt Road, Garden City, Michigan 48135; (734) 793-1600.
REGULAR CITY COUNCIL MEETING AGENDA
1. CALL TO ORDER
2. OPENING CEREMONY
3. ROLL CALL
4. APPROVAL OF AGENDA
5. RECOGNITION
6. COMMENTS FROM STATE AND COUNTY OFFICIALS
7. PRESENTATION
8. COMMUNITY EVENTS
9. PETITIONS AND COMMUNICATIONS
10. PUBLIC HEARINGS
11. ITEMS FOR CONSIDERATION
A. Consent Agenda
1. Approve Regular Council Meeting Minutes of 8/24/26
2. Approve Closed Session Council Meeting Minutes of 8/24/26
3. Receive and File: Zoning Board of Appeals Meeting Minutes of 1/28/26
4. Receive and File: City Invoice Paid Report for month of August 2026
5. Boards and Commissions
a. Planning Commission – Appointment of Teresa Clendening (filling unexpired
term of Ali Bazzi – term ending 12-31-26)
b. Historical Commission – Appointment of Ramona Jocys (filling unexpired term
of William Brooks – term ending 12-31-26)
c. Parks and Recreation Commission – Appointment of Glen Crifasi (filling
unexpired term of Dennis Kapelanski – term ending 12-31-28)
B. Action Items
1. Animal Shelter Contract-Romulus
2. Renewal of Towing Service Agreement
3. Radcliff HVAC Project Bulletin #2
4. Annual Technology Support Contract
5. Microsoft Office 365 Licenses
6. The Senior Alliance Contract Agreement 2027-2029
7. Road Closure – Chili Cookoff Community Festival
12. OTHER BUSINESS
13. PUBLIC COMMENT – GENERAL (non-agenda items only)
14. REPORT FROM CITY MANAGER
15. CITY COUNCIL COMMENTS
16. CLOSED SESSION
17. ADJOURNMENT
Bryan C. Smith

Garden City Council Meeting Agenda

September 14, 2026

Page 2

City Clerk
ADA Accommodation. The City of Garden City will provide necessary auxiliary aids and services (such as signers
and audio tapes) to individuals with disabilities attending meetings or hearings. A two-week notice is required.
For assistance, please contact the Administration office at (734) 793-1660.
Public Participation at Meetings. Members of the public shall speak only when recognized by the presiding
officer. Members of the public shall be limited to speaking only during the “Public Comment – General” for issues
not on the meeting agenda (limited to three (3) minutes) and following Council discussion on each agenda item
prior to a vote by the City Council on that item (limited to three (3) minutes). Each speaker shall observe the
specified time limitation unless the rules are waived by a majority vote of the City Council. Due to an issue that
may involve a large amount of public comment, by a majority vote of the City Council, the public comment time
limit may be reduced to one (1) minute per member of the public. The presiding officer may also encourage
groups to designate one or more individuals to speak on their behalf to avoid cumulative comments. Individuals
may only speak one time per topic, including one time during public comment. Individuals may only comment
during public comment and/or when a vote is being taken by the Council. Prior to addressing the City Council,
members of the public shall register with the City Clerk on a form provided by the Clerk and shall identify
themselves by name, street name, and city of residence at the podium prior to speaking. The City Clerk shall
record in the meeting minutes the name, street name, city of residence, and/or organizational affiliation of
persons addressing the City Council and the topic to which they speak. A person shall not be excluded from a
meeting that is otherwise open to the public except for a breach of the peace actually committed at the meeting.
Disorderly Conduct at Meetings Prohibited. The presiding officer may call to order any person who is breaching
the peace or being disorderly by speaking without recognition, engaging in booing or catcalls, applauding, failing
to be germane to the topic or issue being considered, speaking longer than the allotted time, threatening intent
to commit an act of unlawful violence to a particular individual or group of individuals, excessive body odor, or
engaging in other conduct which is determined by the presiding officer to be disruptive to the meeting. Any
person so disrupting a lawful public meeting of the City Council may be removed or excluded from a meeting
that is otherwise open to the public in accordance with the Michigan Open Meetings Act and shall be guilty of a
misdemeanor pursuant to state statute, being MCL 750.170 et seq, and §131.03(B) of the City Code Of
Ordinances. The Chief of Police or his designate shall serve as the sergeant-at-arms at council meetings for
purposes of enforcement of the rules under this section.

CITY OF GARDEN CITY
REGULAR COUNCIL MEETING MINUTES
August 24, 2026
The Mayor and Council of the City of Garden City met in Regular Session Monday, August
24, 2026 at 7:00 p.m. in the Council Chambers of the Civic Center, 6000 Middlebelt Road,
Garden City, Michigan.
REGULAR MEETING

Present were: Mayor Jacobs, Mayor Pro-Tem J. Dold, Councilmembers Hughes, Witt, King
and K. Dold
Members absent and excused: Karafotis
Also present were City Manager Gibbons, Community Development Director Miller, Police
Chief Arnoske, Treasurer Shepard, and Parks and Recreation Director King
 Item #26-08-143 - Moved by Witt; supported by J. Dold:
RESOLVED:
Motion to approve the agenda as presented.
1. Zoning Ordinance Amendment -Sec. 154.316 M-1 Light Industrial Zoning
District.
2. Zoning Ordinance Amendment: Sec. 154.602 and Sec. 154.615 – Mural
Regulations
3. Professional Service Agreement – Plante Moran
4. Lot Split – Vacant Windsor – Parcel #35-001-01-3415-000
5. Kathryn St. Watermain & Lead Services Project – EGLE Project Plan
6. Kathryn St. Watermain & Lead Services Project – PSA Engineering
Services
7. Ford Rd. Watermain Project – PSA Engineering Services
AYES:
ABSENT:

Unanimous
Karafotis

Motion Passes 6-0
RECOGNITION – Matthew Miller, Community Development Director was given a plaque in
honor of his retirement.

City of Garden City Council Meeting
August 24, 2026

Page 2 of 5

COMMENTS FROM STATE AND COUNTY OFFICIALS – State Representative Dylan
Wegela addressed the City Council with an update from Lansing.
PRESENTATION
*None
COMMUNITY EVENTS
*None
PUBLIC HEARINGS
*None
 Item #26-08-144 - Moved by Witt; supported by Hughes:
RESOLVED:
Motion to accept the Consent Agenda as presented
1. Approve Regular Council Meeting Minutes of 8/10/26
2. Approve Closed Session Council Meeting Minutes of 8/10/26
3. Receive and File: Planning Commission Minutes of 7/9/26
4. Receive and File: Commission on Aging Minutes of 6/10/26
5. Receive and File: City Financial Report for month of July 2026
AYES:
ABSENT:

Unanimous
Karafotis

Motion Passes 6-0
 Item #26-08-145 - Moved by King; supported by J. Dold:
RESOLVED: Motion to approve a Zoning Ordinance Amendment to Section 154.316 to
allow indoor recreation uses in the M-1 Light Industrial Zoning District.
AYES:
ABSENT:

Unanimous
Karafotis

Motion Passes 6-0
 Item #26-08-146 - Moved by Hughes; supported by Witt:
RESOLVED: Motion to approve a Zoning Ordinance Amendment to Section 154.602
and 154.615 to create regulations to allow murals.
AYES:
ABSENT:

Unanimous
Karafotis

Motion Passes 6-0

City of Garden City Council Meeting
August 24, 2026

Page 3 of 5

 Item #26-08-147 - Moved by King; supported by J. Dold:
RESOLVED: Motion to approve attached Professional Services Agreement and
engagement letter with Plante Moran to provide GAP accounting services until FY end
June 30, 2027.
AYES:
ABSENT:

Unanimous
Karafotis

Motion Passes 6-0
 Item #26-08-148 - Moved by Dold; supported by Hughes:
RESOLVED: Motion to approve Lot Split at Vacant Windsor #35-001-01-3415-000.
AYES:
ABSENT:

Unanimous
Karafotis

Motion Passes 6-0
 Item #26-08-149 - Moved by J. Dold; supported by Witt:
RESOLVED: Motion to approve the Project Plan and Proposed Agreement with EGLE
for the Kathryn Street Lead Service and Watermain Replacement.
AYES:
ABSENT:

Unanimous
Karafotis

Motion Passes 6-0
 Item #26-08-150 - Moved by Witt; supported by J. Dold:
RESOLVED: Motion to approve a Professional Services Agreement with Mannik & Smith
Group for engineering services for the Kathryn Street Lead Service and Watermain
Replacement Project.
AYES:
ABSENT:

Unanimous
Karafotis

Motion Passes 6-0
 Item #26-08-151 - Moved by K. Dold; supported by King:
RESOLVED: Motion to approve a Professional Services Agreement with Mannik & Smith
Group for engineering services for the Ford Road Watermain Replacement Project.

City of Garden City Council Meeting
August 24, 2026
AYES:
ABSENT:

Page 4 of 5

Unanimous
Karafotis

Motion Passes 6-0
OTHER BUSINESS - None
Mayor Jacobs announced it was time for public comment.





Jackie Perrydore, thanked the City Council and employees for their continued work for the
resident’s of the City.
Matt Cooley, discussed development projects and land uses in other cities, City Manager’s
payrate, flock cameras and rats.
Kellee Irish, discussed the rat issue by her house.

COUNCIL COMMENTS
 Mayor Pro-Tem Dold - nice to see more residents in attendance and thanked Mr. Miller for
his service to the City.
 Councilmember Hughes - thanked Mr. Miller for his service to the City.
 Councilmember Witt – thanked Mr. Miller for his service to the City.
 Councilmember King – thanked Mr. Miller for his service to the City and addressing comments
when the Council has the information.
 Councilmember Dold, - thanked Mr. Miller for his service to the City, the issue with rats,
thanked State Rep. Wegela for attending, J. Perrydore for the support and offered condolences
to the families of Betty Precott and Ms. Smith.
 Mayor Jacobs – discussed flock cameras, the issue with rats, Kratom/7-OH, a neighbor boy
Elijah for rescuing his dog, and the support of Parker Howard in repairing his vehicle.
 Item #26-08-152 - Moved by Witt; supported by J. Dold:
RESOLVED: Motion to go into closed session by roll call vote at 8:12 p.m. to consider
periodic personnel review: Annual City Manager Performance Review of Tim Gibbons as
permitted in accordance with 15.286 Sec. 8 (1) (a) of the Open Meetings Act 267 of 1976
AYES:
NAYS:
ABSENT:

Witt, J. Dold, K. Dold, King, Hughes, Jacobs
None
Karafotis

Motion Passes 6-0
 Item #26-08-153 - Moved by Witt; supported by Hughes:
RESOLVED: Motion to return to open session by roll call vote at 8:55 p.m.
AYES:
NAYS:
ABSENT:

Witt, J. Dold, K. Dold, King, Hughes, Jacobs
None
Karafotis

City of Garden City Council Meeting
August 24, 2026

Page 5 of 5

Motion Passes 6-0
There being no further business before Council, the meeting was then adjourned at 8:55 p.m.
Bryan C. Smith
City Clerk

CITY OF GARDEN CITY
ZONING BOARD OF APPEALS
REGULAR MEETING
January 28, 2026
The Zoning Board of Appeals of the City of Garden City met in a Regular Meeting on
Wednesday, January 28, 2026, at 6:30 p.m., in the Council Chambers of the Civic Center,
6000 Middlebelt, Garden City, Michigan.
ROLL CALL
Present were Chairperson May, Commissioners Price, Richard, Smith and Bullock
Absent were Hickman
Also present were McKenna Consultant Ortega and City Clerk Smith
APPROVAL OF AGENDA
 26-01-001 Moved by Price; Supported by Smith
RESOLVED: To approve the meeting agenda as presented.
AYES:
Unanimous
ABSENT:
None
Motion Carries 5-0
APPROVAL OF MINUTES
 26-01-002 Moved by Price; Supported by Richard
RESOLVED: To approve the minutes of the Special Meeting of November 5, 2025.
AYES:
Unanimous
ABSENT:
None
Motion Carries 5-0
Chairperson May announced it was time for public comment on non-agenda items.
 There were no public comments
BUSINESS ITEMS
 PPZ25-0009: 28541 Krauter – Consideration of a request for two dimensional
variances for the construction of a new multi-family residential structure.
DISCUSSION: McKenna Consultant Ortega gave overview of review letter dated January 21,
2026. Prior to board discussion, Ortega addressed the variance standards for approval. The board
began discussions of the information provided.
The applicant gave an overview of the proposed project, variance request and future plans.
Chairperson May opened the public hearing for 28541 Krauter at 6:56 p.m.





Kevin Hunt, Bridge St., gave opinions in opposition to variances with concerns about fire safety,
closeness to neighboring property, parking, concrete over sewer lines and density.
Mike Hagadone, Cardwell St., gave opinions in opposition to variances with concerns about
driveway, parking and setting a precedent for redevelopment.
Written communication was received by Shannon Murray, Winter Drive. in opposition to the
development.
Hearing no further public comment, the public hearing was closed at 7:05 p.m.

 26-01-003 Moved by Richard; Supported by Bullock
RESOLVED: Motion to approve of and grant Parcel #35-010-03-0732-000 & Parcel 35-010-03-0733000, more commonly known as 28541 Krauter Ave., a ten (10) foot variance from the City of
Garden City Zoning Ordinance, Appendix A, Schedule of Regulations, Minimum East Side Yard
Setback requirement. This variance is granted based on the Zoning Board of Appeals making the
determination the site meets the approval criteria of Section 154.453 (A). Specifically, we find the
following criteria have been met: Substantial Justice regarding design and Neighborhood
Character not impacted.
AYES:
Unanimous
ABSTAIN:
May
ABSENT:
None
Motion Carries 4-0
 26-01-004 Moved by Richard; Supported by Smith
RESOLVED: Motion to approve of and grant Parcel #35-010-03-0732-000 & Parcel 35-010-03-0733000, more commonly known as 28541 Krauter Ave., a five (5) foot variance from the City of
Garden City Zoning Ordinance, Appendix A, Schedule of Regulations, Minimum West Side Yard
Setback requirement. This variance is granted based on the Zoning Board of Appeals making the
determination the site meets the approval criteria of Section 154.453 (A). Specifically, we find the
following criteria have been met: Substantial Justice regarding design and Neighborhood
Character not impacted.
AYES:
Unanimous
ABSTAIN:
May
ABSENT:
None
Motion Carries 4-0


PPZ25-0013: 31406 Ford – Consideration of a request for one dimensional variance for
the construction of a new automobile fueling station with a drive-through restaurant
window.

DISCUSSION: McKenna Consultant Ortega gave overview of review letter dated January 21,
2026. Prior to board discussion, Ortega addressed the variance standards for approval. The board
began discussions of the information provided.
The applicant gave an overview of the proposed project and requested variance.
Chairperson May opened the public hearing for 31406 Ford and 5651 Merriman at 7:57 p.m.


Mike Hagadone, Cardwell St., gave opinions in support of the variance.




Written communication was received by Shannon Murray, Winter Drive. in opposition to the
development.
Written communication was received by Paula Barker, Krauter St. in opposition to the
development
Hearing no further public comment the public hearing was closed at 8:02 p.m.

 26-01-005 Moved by Price; Supported by Bullock
RESOLVED: Motion to approve of and grant Parcel #35-004-99-0031-000, more commonly known
as 31406 Ford and Parcel #35-004-99-0093-300, more commonly known as 5651 Merriman Road,
a ten (10) foot variance from the City of Garden City Zoning Ordinance configuration
requirement, Section 154.137(C). Minimum Setback Requirement. This variance is granted based
on the Zoning Board of Appeals making the determination that the site meets the approval
standards specified in Section 154.453 (A) of the Zoning Ordinance. Specifically, we find the
following criteria have been met: Extraordinary Circumstances, Traffic Flow and Impact on
Adjacent Properties.
AYES:
Unanimous
ABSTAIN:
May
ABSENT:
None
Motion Carries 4-0
OTHER BUSINESS
 There was no other business.
Having no further business, the meeting was adjourned at 8:09 p.m.
City Clerk
Bryan C. Smith

CITY OF GARDEN CITY

CITY COUNCIL AGENDA ITEM
REQUEST FORM
Submitted To:
Submitted By:

Tim Gibbons, City Manager
Robert Arnoske, Chief of Police

BID/CONTRACT
BOARD APPOINTMENT
CEREMONIAL
EXECUTE AGREEMENT
FEE WAIVER
LIQUOR LICENSE
NEW/AMENDED ORDINANCE
ON-STREET SALES
OTHER

9/9/2026

Date:

OFFICE USE ONLY
ITEM # 11B1
Council Meeting of
DATE: 9/14/26

ACTION REQUESTED
PERMIT
PD CHANGE OF USE
PD SITE PLAN
PRESENTATION
xxx
PROCLAMATION
RESOLUTION
REZONING
SUPP/TRF APPROPRIATION
PUB HEARING REQUIRED

TITLE / DESCRIPTION OF ITEM (IF ORDINANCE, CITE TITLE/CHAPTER/SECTION(S))

Animal Shelter Contract-Romulus
PROPOSED RESOLUTION
To approve the attached agreement with the City of Romulus to provide animal shelter
services for Garden City for a duration of two years, with the option to terminate with
thirty days’ notice.

Fiscal Year

FINANCIAL IMPACT
G/L Acct. Number
101-265-962.000

Amount

Gen Gov’t Services – Animal
Control

REVIEW CHECKLIST
DEPARTMENT(S):
FINANCIAL:
COMMISSION(S):
CITY ATTORNEY:
CITY MANAGER:

Police

DATE:
DATE:
DATE:
DATE:
DATE:

GARDEN CITY POLICE DEPARTMENT
INTEROFFICE MEMORANDUM

Date:

09/09/2026

From: Robert Arnoske, Chief of Police
To:

File Name:
xc:

Timothy Gibbons, City Manager

Subject: Animal Shelter contract

The Romulus Animal Shelter has served as the provider of animal shelter services for
Garden City for over a decade. We are requesting Council approval of the attached
agreement with the City of Romulus for continued animal shelter services for Garden
City.
The proposed contract spans a two-year term, with the flexibility for either party to
terminate the agreement upon 30 days' written notice.
Under the proposed agreement, Garden City will pay Romulus $1,500 per month during
the first year of the agreement and $2,000 per month during the second year. In addition
to the monthly fee, Garden City will be permitted to house up to 15 dogs, with an intake
fee of $500 for each dog housed. Any dog housed over the 15-dog allowance will be
subject to an additional $50 intake fee. For the year 2025 Garden City took 43 dogs to the
shelter. Currently Garden City has taken 17 dogs to the shelter. Please see the contract for
increases to the parvovirus fee and court ordered animal holds.
The proposed agreement continues the existing relationship between Garden City and the
Romulus Animal Shelter and provides Garden City with access to a facility for the
temporary housing, care, and disposition of stray, abandoned, and other dogs requiring
shelter services. The availability of a regional shelter allows Garden City Police
Department personnel to address animal-related calls while ensuring that animals are
provided with temporary housing and appropriate care.
The proposed agreement also establishes a defined monthly fee and a per-animal cost
structure, providing greater predictability regarding the cost of these services. The
additional fee for animals exceeding the 15-dog allowance provides flexibility when
Garden City's needs exceed the anticipated number of animals while recognizing the
additional costs associated with housing those animals.
It's worth noting that we have explored alternative facilities for this service, and from a
cost perspective, the proposed adjustments remain reasonable. Furthermore, as we

discovered in our search for alternate shelters, it's crucial to recognize the limited
availability of vendors in this service domain.
Based upon the continued need for animal shelter services and the Romulus facility being
capable of providing these services, the proposed agreement with Romulus remains a
reasonable option for Garden City. I recommend acceptance.

INTERGOVERNMENTAL AGREEMENT FOR ANIMAL
SHELTER SERVICES
This Intergovernmental Agreement for Animal Shelter Services (“Agreement”) is entered into
this
day of
, 2026 (“Effective Date”), by and between the City of Romulus
(“Romulus”) and the ______________________________ (“Contracting Municipality”).
Romulus and the Contracting Municipality may each be referred to herein individually as
a “Party” and collectively as the “Parties.”

RECITALS
WHEREAS, Romulus owns and operates the Romulus Animal Shelter (“Shelter”) through
its Ordinance Department under the oversight of the Romulus Police Department; and
WHEREAS, the Shelter provides temporary housing, sanitation, care, impoundment,
adoption, and related services for stray, abandoned, surrendered, and impounded dogs; and
WHEREAS, the Contracting Municipality desires to obtain animal shelter services for
dogs originating within its jurisdiction; and
WHEREAS, the Parties desire to enter into this Agreement pursuant to applicable Michigan law
in order to provide animal shelter services in a cost-effective and cooperative manner.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the
Parties agree as follows:

1. DEFINITIONS
1.1 “Animal”
“Animal” means a dog accepted by the Shelter pursuant to this Agreement.

1.2 “Owner”
“Owner” means a person possessing legal ownership or lawful custody of an Animal and
who provides documentation reasonably required by Romulus to establish ownership.

1.3 “Owner-Surrendered Animal”
“Owner-Surrendered Animal” means an Animal voluntarily relinquished to the Shelter by
its Owner for adoption, transfer, or euthanasia.

2. TERM AND TERMINATION
2.1 Term
This Agreement shall commence on the Effective Date and remain in effect for a period of
two (2) years unless earlier terminated in accordance with this Section.

2.2 Termination
Either Party may terminate this Agreement upon thirty (30) days’ written notice to the other
Party.

2.3 Immediate Termination
Romulus may immediately suspend or terminate services under this Agreement in the event:








of unsafe conduct,
nonpayment of any fees or costs required by the Agreement,
repeated violations of Shelter procedures, access requirements, or operational directives
lack of available Shelter capacity, staffing limitations, disease outbreak, quarantine
concern, or emergency condition;
failure to provide required intake documentation or lawful custody information;
budgetary, operational, legal, health, or safety concerns determined by Romulus; or
any other circumstance that Romulus determines may create unreasonable burden, risk,
or exposure for the Shelter or the City of Romulus.

3. SERVICES PROVIDED
3.1 Acceptance of Animals
Subject to Shelter capacity and the terms of this Agreement, Romulus may accept dogs
originating from the Contracting Municipality and provide:








temporary housing,
food,
sanitation,
routine care,
adoption services,
euthanasia when legally authorized or medically necessary, and
related administrative services.

No animals other than dogs shall be accepted under this Agreement. Romulus retains sole and
absolute discretion to accept, reject, defer, quarantine, transfer, place, euthanize when legally
authorized, or otherwise manage any Animal based on capacity, staffing, health or safety
concerns, legal requirements, disease-control concerns, Shelter operational needs, or any other
reason Romulus determines necessary to protect the Shelter, its personnel, the public, or
Animals in its care.

3.1 A Intake Documentation
Before intake, the Contracting Municipality shall provide all information and documentation
reasonably required by Romulus, including, as applicable, the incident report, location of
impoundment, owner information, vaccination or license information, bite or quarantine history,
dangerous animal designation, court order, officer contact information, and any other
information necessary for lawful and safe Shelter handling.

3.2 Shelter Capacity
Animals originating within Romulus shall receive priority placement.
Unless otherwise approved in writing by Romulus:



no more than fifteen (15) dogs per calendar month, and
no more than three (3) dogs per day

shall be accepted from the Contracting Municipality.
Acceptance of additional Animals shall be at the sole discretion of Romulus.

3.3 Compliance with Law
All Animals accepted under this Agreement shall be handled in accordance with:





applicable Michigan law,
applicable court orders,
Shelter policies and procedures, and
applicable ordinances of Romulus.

Nothing in this Agreement shall be construed to transfer ownership rights except as permitted by
applicable law.

3.4 Adoption and Euthanasia
Romulus shall have authority to determine placement, adoption eligibility, transfer, or euthanasia
of Animals accepted under this Agreement, consistent with applicable law and Shelter policy.
Emergency veterinary decisions, quarantine decisions, treatment decisions, transfer decisions
and euthanasia decisions necessary to prevent suffering, protect public safety, control disease, or
comply with law may be made by Romulus or its authorized agents without prior approval from
the Contracting Municipality.

3.5 Sick or Injured Animals
The Shelter shall not be required to accept Animals that are visibly sick, injured, or
medically unstable.
Animals requiring veterinary treatment must be evaluated by a licensed veterinarian prior
to intake unless otherwise approved by Romulus.
The Contracting Municipality shall reimburse Romulus for all costs associated with sick, injured,
quarantined, aggressive, medically unstable, or otherwise special-care Animals accepted under this
Agreement, including veterinary care, emergency care, medications, testing, quarantine, sanitation,
disposal, transportation, specialized handling, and related staff time.

3.6 Parvovirus
If an Animal accepted from the Contracting Municipality is confirmed by a licensed veterinarian to
be infected with parvovirus (“Parvo”), the Contracting Municipality shall reimburse Romulus:



Two Thousand Five Hundred Dollars ($2,500.00) for cleaning and sanitation
expenses; and
One Hundred Twenty Dollars ($120.00) per Animal euthanized as a result of infection or
exposure.

3.7 Court Order Hold:
In the event an Animal(s) is impounded pursuant to a Court Order, the Contracting Municipality
shall pay the following fees in addition to those set forth in Section 5.1 of this Agreement:



One Hundred Dollars ($100.00) per week per Animal during impoundment; and
One Hundred Twenty Dollars ($120.00) per Animal euthanized pursuant to court order.

Any restitution or court-ordered reimbursement collected shall belong to the
Contracting Municipality unless otherwise ordered by a court.

3.8 Dangerous, Aggressive, or Special-Handling Animals
Romulus may reject, defer, require special handling, require additional security measures,
impose additional fees, or require removal of any Animal that is dangerous, aggressive, subject
to quarantine, involved in a bite incident, subject to a court proceeding, contaminated, diseased,
medically unstable, or otherwise presents an increased operational, legal, health, or safety risk.

3.9 Reliance on Contracting Municipality; No Duty to Investigate
Romulus may rely on the Contracting Municipality’s representation that each Animal delivered
to the Shelter was lawfully impounded, seized, surrendered, transferred, or otherwise taken into
custody. Romulus shall have no duty to independently investigate the legality of the Contracting
Municipality’s seizure, impoundment, custody, owner notice, court authority, or transfer of any
Animal.

3.10 Court Holds, Evidence, and Owner Claims
Unless Romulus expressly agrees otherwise in writing, the Contracting Municipality remains
responsible for evidence preservation, prosecution coordination, court communications, owner
notices, restitution requests, lawful custody documentation, and all communications with
owners, claimants, courts, prosecutors, and law enforcement agencies relating to Animals
originating from the Contracting Municipality.

4. ACCESS TO SHELTER
4.1 Authorized Personnel
Only authorized Animal Control Officers and sworn law enforcement officers of the Contracting
Municipality may access the Shelter.

4.2 Restricted Access
Access shall be limited to designated intake and quarantine areas unless otherwise authorized by
Romulus.

4.3 Key Fobs and Security
Romulus may issue temporary access credentials (e.g. key fobs, badges, cards, etc.) for
Shelter access.
The Contracting Municipality shall:





safeguard all issued credentials,
immediately report lost or stolen credentials,
prohibit duplication or unauthorized use, and
remain responsible for damages or unauthorized access resulting from misuse.

4.4 Entry Notification
Prior to entering the Shelter, authorized personnel shall notify the Romulus Police
Department. Upon exiting:



all secured areas shall be locked, and
issued credentials shall be returned as directed by Romulus.

5. FEES AND PAYMENT
5.1 Monthly Service Fee
The Contracting Municipality shall pay Romulus:





First contact year One Thousand Five Hundred Dollars ($1,500.00) per month; and
Five Hundred Dollars ($500.00) per Animal accepted by the Shelter.
Second contact year Two Thousand Dollars ($2,000.00) per month;
Five Hundred Dollars ($500.00) per Animal accepted by the Shelter.

5.2 Additional Animals

If Romulus agrees to accept Animals exceeding the monthly limit set forth in Section 3.2, the
Contracting Municipality shall additionally pay Fifty Dollars ($50.00) per Animal, which fee
shall be in addition to, and not in lieu of, any other fees, charges, costs, or amounts required to
be paid by the Contracting Municipality under this Agreement.

5.3 Transportation Services
If Romulus provides transportation services, the Contracting Municipality shall pay:



Sixty Dollars ($60.00) per hour for straight-time personnel and equipment usage; and
Ninety Dollars ($90.00) per hour for overtime personnel and equipment usage,

with a minimum charge of two (2) hours.

5.4 Payment Terms
Invoices shall be payable within thirty (30) days of receipt.
Late balances shall accrue interest and other charges to the maximum extent permitted by law.

5.5 Nonpayment; Suspension; Collection Costs
If any invoice remains unpaid after the due date, Romulus may immediately suspend services,
reject additional Animals, require payment in advance, require an advance deposit or
replenishable retainer, and pursue collection of all amounts owed. The Contracting
Municipality shall reimburse Romulus for all costs of collection, including reasonable attorney
fees, court costs, administrative costs, and staff time, to the extent permitted by law. All unpaid
amounts shall survive expiration or termination of this Agreement.

6. INSURANCE
The Contracting Municipality shall maintain insurance coverage or lawful self-insurance
satisfactory to Romulus for liabilities arising from this Agreement, including general liability,
automobile liability, workers’ compensation, public officials liability, law enforcement liability
if applicable, and any other coverage reasonably requested by Romulus. Romulus may request
proof of such coverage at any time, and the Contracting Municipality shall provide such proof

upon request. The Contracting Municipality shall provide notice to Romulus of any material
reduction, cancellation, or lapse in coverage that may affect obligations under this Agreement.

7. INDEMNIFICATION AND LIABILITY
7.1 Governmental Immunity
The Parties acknowledge that they are governmental entities performing governmental functions.
Nothing in this Agreement shall be construed as a waiver of any governmental immunity,
defense, or limitation of liability available under Michigan law, including the Governmental
Tort Liability Act, MCL 691.1401 et seq.

7.2 Responsibility for Acts
Each Party shall remain responsible for its own negligent acts, errors, omissions, misconduct,
and legal obligations. The Contracting Municipality shall remain responsible for all acts,
omissions, intake decisions, seizure decisions, owner notices, court communications, law
enforcement actions, and custody representations made by its officials, employees, agents,
contractors, or representatives relating to Animals originating from its jurisdiction.

7.3 No Warranties
Romulus makes no warranty regarding:






Shelter availability,
adoption outcomes,
long-term placement,
veterinary condition of Animals, or
uninterrupted service availability.

7.4 No Third-Party Beneficiaries
This Agreement is intended solely for the benefit of the Parties and creates no rights in any third
party.

7.5 Indemnification by Contracting Municipality
To the fullest extent permitted by law, the Contracting Municipality shall defend, indemnify, and
hold harmless Romulus and its elected officials, officers, employees, agents, volunteers,
departments, and representatives from and against any claims, demands, damages, liabilities, fines,
penalties, losses, costs, expenses, attorney fees, court costs, administrative costs, or causes of
action arising out of or relating to: Animals originating from the Contracting Municipality; the
Contracting Municipality’s seizure, impoundment, custody, surrender, transfer, owner notice, or
court-order process; inaccurate or incomplete information provided to Romulus; claims by owners
or third parties; bite incidents; disease exposure; quarantine or dangerous animal matters; access
credential misuse; or the Contracting Municipality’s failure to comply with law or this Agreement.
Nothing in this Section shall be construed as a waiver of governmental immunity or any defense
available to either Party under Michigan law.

8. NO EMPLOYMENT OR JOINT VENTURE
Nothing in this Agreement shall:



create an employment relationship between either Party and the employees of the
other Party; or
create a partnership, joint venture, or agency relationship.

9. DISPUTE RESOLUTION
9.1 Governing Law
This Agreement shall be governed by the laws of the State of Michigan.

9.2 Dispute Resolution
Prior to initiating litigation, the Parties shall attempt in good faith to resolve disputes through
a meeting between authorized representatives.
If unresolved, either Party may pursue legal action in a court of competent jurisdiction located in
Wayne County, Michigan.

10. MISCELLANEOUS
10.1 Force Majeure
Romulus shall not be liable for failure to perform caused by events beyond its reasonable
control, including:








natural disasters,
disease outbreaks,
staffing shortages,
utility failures,
pandemics,
civil disturbances, or
catastrophic damage to the Shelter.

10.2 Severability
If any provision of this Agreement is held invalid, the remaining provisions shall remain in
full force and effect.

10.3 Entire Agreement
This Agreement constitutes the entire agreement between the Parties regarding the subject matter
herein.

10.4 Amendments
This Agreement may only be amended in writing signed by authorized representatives of
both Parties.

10.5 Assignment

Neither Party may assign this Agreement without prior written consent of the other Party.

10.6 Notices
All notices required under this Agreement shall be delivered to the respective
designated municipal representatives of each Party.

10.7 FOIA
Records related to this Agreement may be subject to disclosure under the Michigan Freedom
of Information Act.

10.8 Shelter Policies and Operational Control
The Contracting Municipality and its personnel shall comply with all Shelter policies, intake
procedures, sanitation protocols, quarantine procedures, security procedures, access
requirements, and operational directives issued by Romulus, as amended from time to time by
Romulus in its sole discretion. Romulus retains exclusive operational control over the Shelter.

10.9 Survival
All provisions relating to payment, reimbursement, collection costs, indemnification, insurance,
governmental immunity, limitation of liability, records, FOIA, owner claims, court holds, and any
obligation that by its nature should survive shall survive expiration or termination of this
Agreement.

11. AUTHORIZATION
The undersigned represent that they are fully authorized to execute this Agreement on behalf
of their respective municipalities.

CITY OF ROMULUS

CITY OF ROMULUS

By: _________________________________ By:_________________________

Name: _______________________________ Name: ______________________
CONTRACTING MUNICIPALITY

CONTRACTING MUNICIPALITY

By: _______________________________ By: ___________________________
Name:

Name:

Title:

Title:

Date:

Date: _________________________

Title:
Date:

Mayor ________________________ Title: _Clerk __________________
Date:

CITY OF GARDEN CITY

CITY COUNCIL AGENDA ITEM
REQUEST FORM
Submitted To:

Tim Gibbons, City Manager

Submitted By:

Robert Arnoske, Chief of Police

BID/CONTRACT
BOARD APPOINTMENT
CEREMONIAL
EXECUTE AGREEMENT
FEE WAIVER
LIQUOR LICENSE
NEW/AMENDED ORDINANCE
ON-STREET SALES
OTHER

Date
:

09/09/2026

OFFICE USE
ONLY
ITEM # 11B2
Council Meeting of
DATE:

ACTION REQUESTED
PERMIT
PD CHANGE OF USE
PD SITE PLAN
PRESENTATION
xxx
PROCLAMATION
RESOLUTION
REZONING
SUPP/TRF APPROPRIATION
PUB HEARING REQUIRED

TITLE / DESCRIPTION OF ITEM (IF ORDINANCE, CITE TITLE/CHAPTER/SECTION(S))

Renewal of Towing Service Agreement
PROPOSED RESOLUTION
Motion to approve the renewal of the towing service agreement with Square Circle Enterprises Inc, for a
period of three years ending August 29, 2025, with an option for renewal for an additional three years
pursuant to the original agreement dated 12-12- 2011.

Fiscal Year

FINANCIAL IMPACT
G/L Acct. Number

Amount

REVIEW CHECKLIST
DEPARTMENT(S):
FINANCIAL:
COMMISSION(S):
CITY ATTORNEY:
CITY MANAGER:

DATE:
DATE:
DATE:
DATE:
DATE:

GARDEN CITY POLICE DEPARTMENT
INTEROFFICE MEMORANDUM

Date:

09/09/2026

From: Robert Arnoske, Chief of Police
To:

File Name:
xc:

Timothy Gibbons, City Manager

Subject: Tow contract

In 2011, The City of Garden City entered into an agreement with Square Circle
Enterprises, Inc., doing business as Westland Car Care to provide towing and impound
services to the city. This contract is at no cost to the city and designates Westland Car
Care as a city used tow service provider and impound yard.
The 2011 contract has been renewed in three-year increments since 2016. Contained in
the most recent contract renewal, August 29, 2022-2025, is an option to renew again for
three additional years, August 29, 2025-2028. This contract has continued to be
performed into the renewal period 2025-2028 by Square Circle. Since the contract's
inception GCPD has been very pleased with the performance of Westland Car Care. They
have provided Garden City with consistent problem-free service for over a decade. As
they have fully performed their part of the current contract and have maintained the same
tow set rates in place since the 2016 renewal, I am requesting City Council formalize the
renewal of the current towing contract for three additional years. I have attached a copy
of the current agreement to this memorandum as well as a proposed agreement to extend
the contract.

City of Garden City
Motor Vehicle Towing Services Contract Extension
Effective August 29,2025
Through
August 29, 2028
WHEREAS, the City of Garden City (City) and Square Circle Enterprises, Inc., doing business as Westland
Car Care Towing (Contractor), entered into an amended agreement on or about August 29, 2016, for
motor vehicle towing services; and
WHEREAS, the City and the Contractor have found this relationship mutually beneficial; and
WHEREAS, the City and the Contractor, mutually wish to extend the life of the existing agreement until
August 29, 2028 with an option for renewal at the request of the city for an additional period of three
years. For any option to renew for a period after August 29, 2028, all rates contained in the rate
schedule are subject to review and negotiation.
NOW, THEREFORE BE IT RESOLVED, there being no amendments to the contract dated August 29, 2016,
said contract is hereby renewed.
For the City of Garden City, Michigan
BY:_________________________
Date:_______________________

For Square Circle Enterprises, Inc., doing business as Westland Car Care Towing
BY:_________________________
Date:_______________________

CITY OF GARDEN CITY

CITY COUNCIL AGENDA ITEM
REQUEST FORM
OFFICE USE ONLY
Submitted to:

Tim Gibbons, City Manager

Submitted by:

Zackary King, Parks and
Recreation Director

Date: 09/09/2026
ITEM # 11B3

Council Meeting of
DATE: 9/14/26

BID/CONTRACT
BOARD APPOINTMENT
CEREMONIAL
EXECUTE AGREEMENT
FEE WAIVER
LIQUOR LICENSE
NEW/AMENDED ORDINANCE
ON-STREET SALES
OTHER

ACTION REQUESTED
X
PERMIT
PD CHANGE OF USE
PD SITE PLAN
PRESENTATION
PROCLAMATION
RESOLUTION
REZONING
SUPP/TRF APPROPRIATION
PUB HEARING REQUIRED

TITLE / DESCRIPTION OF ITEM (IF ORDINANCE, CITE TITLE/CHAPTER/SECTION(S))

Radcliff HVAC Project Bulletin #2
PROPOSED RESOLUTION
To approve the allocation of an additional $72,000 in unallocated HUD grant funding to the
Radcliff Center HVAC Project contingency budget to fund additional HVAC controls, repairs,
and other HVAC project-related work.

Fiscal Year
2026-27

FINANCIAL IMPACT
G/L Acct. Number
473-000-337.000

Amount
$72,000.00

General Activity – Fed Grant
Constr – Omnibus)

REVIEW CHECKLIST
DEPARTMENT(S):
FINANCIAL:
COMMISSION(S):
CITY ATTORNEY:
CITY MANAGER:

Zachary King

DATE:
DATE:
DATE:
DATE:
DATE:

09/09/2026

OFFICE OF

PARKS & RECREATION

Radcliff Center
1751 Radcliff Street
Garden City, Michigan 48135

Phone: 734-793-1600
www.GardenCityMI.org

Zachary King, Director
[email protected]

September 9, 2026
TO: Tim Gibbons, City Manager
FROM: Zachary King, Parks Director
SUBJECT: Radcliff HVAC Project Bulletin #2
Attached are two quotes from Quality Aire, the City’s HVAC contractor, for additional work associated with the Radcliff
Center HVAC Project. Staff is requesting that City Council authorize an additional $72,000 to be added to the project
contingency budget. These funds would come from the remaining HUD grant funding, which currently has $145,115 that
has not been allocated for another use.
The first quote, in the amount of $59,900, is for additional HVAC control work that was not included in the original
project bid. As the project has progressed, staff has identified several areas where expanding the building’s control system
would improve both the operation and energy efficiency of the Radcliff Center.
This work includes adding controls to the Fitness Center, which is not currently connected to the building’s control
system. Without these controls, staff cannot establish an operating schedule for the space or effectively manage
temperature setpoints, resulting in inconsistent temperatures and unnecessary equipment operation.
The work will also provide controls for the new ventilation units installed as part of the HVAC project. While these units
have been replaced, staff currently does not have the ability to program schedules or adjust operating setpoints through the
building control system. Adding this capability will allow the City to operate the equipment based on actual building use
and occupancy rather than allowing equipment to operate unnecessarily.
Additionally, controls will be installed on the two gymnasium rooftop units. The gymnasium is not occupied continuously
throughout the day, and the new controls will allow staff to establish schedules based on programming and facility use.
This will allow the units to reduce operation or shut down during unoccupied periods instead of maintaining full heating
or cooling conditions in a large space when it is not being used. Reducing unnecessary runtime will lower electricity and
natural gas consumption, reduce operating costs, and decrease wear on the equipment, which may also help extend its
useful life. Additional sensors will be installed to provide staff and the City’s HVAC contractor with better system
information when troubleshooting future issues.
The second quote, in the amount of $28,757.51, addresses miscellaneous repairs and additional work identified as the
HVAC project progressed. Much of this work involved existing building equipment and components that were found to
have failed or developed problems as systems were brought back online.
This work includes replacement of a pump that began leaking when it was restarted, relocating a new heating unit into the
Thrift Store, replacement of the backflow preventer serving the boiler system’s automatic fill, replacement of a failed
chiller pump serving equipment in the southwest portion of the building, and several miscellaneous piping repairs
necessary to complete the project and maintain proper system operation.
The project currently has $24,596.25 remaining in its contingency budget. Staff is requesting that an additional $72,000 be
transferred from the unallocated HUD grant funding into the project contingency, bringing the available contingency to
$96,596.25. After payment of the two attached quotes totaling $88,657.51, approximately $7,938.74 would remain in
contingency to address any additional unforeseen items that may arise as we complete the final stages of the project.

The HUD grant currently has $145,115 remaining that has not been designated for another use. Following the requested
$72,000 allocation to the Radcliff Center HVAC Project, $73,115 would remain available within the grant.
Staff recommends that City Council approve the allocation of an additional $72,000 in HUD grant funding to the Radcliff
Center HVAC Project contingency. This will allow the City to complete the necessary repairs and control improvements
while maintaining a small contingency balance through final project completion. The additional control improvements
will also provide long-term operational benefits by giving staff greater control over HVAC scheduling and temperatures,
reducing unnecessary equipment runtime and energy consumption, and improving our ability to monitor and troubleshoot
the building’s HVAC systems.

Recommended Action:
To approve the allocation of an additional $72,000 in unallocated HUD grant funding to the Radcliff Center HVAC
Project contingency budget to fund additional HVAC controls, repairs, and other HVAC project-related work.

Thank You for the consideration,

Zachary King
Parks Director

P.O. Box 130230
Ann Arbor, MI. 48113-0230
Page 1 of 1

Phone: 734-769-8545
Fax: 734-769-8546
E-mail: [email protected]

Proposal
August 26, 2026
Attn: Zach King
Location: Radcliff Center
1751 Radcliff St,
Garden City, Mi 48135

Quality Aire Systems, Inc. is pleased to provide the following HVAC quotation per plans & spec.

Provide and install
(Work scope 1) Workout Room and Veterans Office.
Provide (4) open/close 1" control valves, thermostats, wiring, etc. lock open or remove existing pneumatic valves.
(2) valves for workout room with (1) thermostat and (2) valves for Veterans office with (1) thermostat next to
workout area (Each area to have (1) valve for finned tube and (1) valve for the VAV boxes serving that area).
Valves to be installed by QAS, RE to install actuators, transformers, thermostats and wiring
Thermostats and valves to operate as a stand-alone system with no interaction to the BMS system or the existing
Rooftop Unit (Rooftop unit was not replaced during the last project)
(Work scope 2) Extend new BACnet communication bus to New HUVs and VUVs. Integrate the UVs into the new
Jace. Create the necessary graphics, alarms, and trends
(Work scope 3) Existing Gym. BACnet MS/TP communicating thermostat for each rooftop unit. Extend BACnet
communications to new thermostats. Add fan status current switch and discharge air temperature sensor and wire
to new thermostats. Create the necessary graphics, alarms, trends and scheduling.

Base Price

$59,900.00

If you should have any questions please contact Eric Steen (734)637-1782.

Accepted By:

Date:

Thank you for the opportunity to quote this project.
If you should have any questions, please feel free to contact our office at 734-769-8545.

328 6 Mile Rd.
Whitmore Lake, MI 48189
Phone: 734-550-9800
Fax: 734-550-9810
E-mail: [email protected]
Date: June 9, 2026
Attention: Zack King

Project: Garden City Radcliff Center
QAS PO#
25126
Boiler room, chiller closet

Location:
Address: 1751 Radcliff
Garden City, MI 48135
Status: This is a Quotation

CCD#
Bulletin#
QAS CO# 10
RFI#
Back Charge:

x

This Work is Complete
Quality Aire Systems is please to quote the following additional work.
R&R glycol make up station
Install New 3/4" RPZ in boiler room for make-up water.
Install New domestic hot water return pump
Install New chilled water pump
Remove pump and add valves to thrift store

Equipment & Materials:

Tools
Consumables
RL Deppmann chilled pump and domestic pump (16 hrs)
3/4" Backflow preventer
Etna
Thrift Store parts (20 hrs)
Emerson swan (12 hrs)

Labor
Foreman/Superintendant
Journeyman
Service Tech.
Fabricator
CAD Detailer
Laborer/Helper
Delivery
Daily Foreman Truck Charge
Man Lift Hourly

Hours
12.00 @
36.00 @
@
@
@
@
@
2.00 @
0.00 @

Rate
$115.00
$110.00
$125.00
$100.00
$125.00
$82.00
$200.00
$125.00
$100.00

Quantity
@
Rate
$150.00
1.00 @
1.00 @
$300.00
1.00 @ $4,800.00
1.00 @
$500.00
1.00 @ $3,950.00
1.00 @ $1,200.00
1.00 @ $4,739.00
Equipment & Materials Total
OT Hours

N/A
N/A

@
@
@
@
@
@
@

OT Rate
$147.09
$140.69
$159.88
$127.90
$159.88
$104.88
$255.80
N/A
N/A
Total Labor

Sub-Contracts

$150.00
$300.00
$4,800.00
$500.00
$3,950.00
$1,200.00
$4,739.00
$15,639.00

Total

$1,380.00
$3,960.00
$0.00
$0.00
$0.00
$0.00
$0.00
$250.00
$0.00
$5,590.00

Amount

Ross- Electric pump disconnect and wiring
Ross- Electric thift store control valve wiring
Cost Break Down
Equipment & Materials
Sales Tax
Labor
H&P Mark Up 20% on Materials & Tax
Sub-Contracts
andling subcontraactors 15% Mark Up
P&P Bond 1%
Total Change Order Amount

Amount

$15,639.00
$938.34
$5,590.00
$3,315.47
$2,600.00
$390.00
$284.73
$28,757.54

Total:

Approved Signature
Date:

$1,400.00
$1,200.00
$2,600.00

CITY OF GARDEN CITY

CITY COUNCIL AGENDA ITEM
REQUEST FORM
Submitted To:
Submitted By:

Tim Gibbons, City Manager
Zac King, Communications

BID/CONTRACT
BOARD APPOINTMENT
CEREMONIAL
EXECUTE AGREEMENT
FEE WAIVER
LIQUOR LICENSE
NEW/AMENDED ORDINANCE
ON-STREET SALES
OTHER

Date:

9/9/2026

OFFICE USE ONLY
ITEM # 11B4
Council Meeting of
DATE: 9/14/2026

ACTION REQUESTED
PERMIT
X
PD CHANGE OF USE
PD SITE PLAN
PRESENTATION
PROCLAMATION
RESOLUTION
REZONING
SUPP/TRF APPROPRIATION
PUB HEARING REQUIRED

TITLE / DESCRIPTION OF ITEM (IF ORDINANCE, CITE TITLE/CHAPTER/SECTION(S))

Annual Technology Support Contract
PROPOSED RESOLUTION
To approve the attached agreement with LayerCake Technologies, the city’s technology consultants,
regarding the renewal of our annual technology support contract, in the amount of $132,066.60

Fiscal Year
2026-27
2027-28

FINANCIAL IMPACT
G/L Acct. Number
101-265-809.000
101-265-809.000

Amount
$99,049.95
$33,016.65

(General Gov’t Services –
Contractual)

REVIEW CHECKLIST
DEPARTMENT(S):
FINANCIAL:
COMMISSION(S):
CITY ATTORNEY:
CITY MANAGER:

Zachary King

DATE:
DATE:
DATE:
DATE:
DATE:

9/9/2026

OFFICE OF

COMMUNICATIONS

Garden City Civic Center
6000 Middlebelt Road
Garden City, Michigan 48135

Phone: 734-793-1669
www.GardenCityMI.org

Zachary King, Parks, Recreation, & Communications Director
[email protected]

September 9, 2026
Attached is the agreement for the renewal of the City’s annual technology support contract with LayerCake
Technologies, formerly Skynet Innovations. The new contract term will run from October 1, 2026 through September 30,
2027.
Under the terms of our existing agreement, technology support rates increased by 3% for the upcoming contract year.
Despite this increase, the City’s overall annual cost has decreased due to our continued efforts to better manage and
consolidate technology equipment.
Last year, the City’s technology support contract totaled $146,616.00. For the upcoming year, the total cost will be
$132,066.60, representing an annual savings of $14,549.40, or approximately 9.9%.
This reduction was achieved by decreasing the number of covered devices from 169 to 148. Through improved
technology inventory management, we have continued to identify opportunities to eliminate unnecessary equipment.
This includes transitioning employees who previously utilized both a desktop and laptop computer to a single laptop
with a docking station. This provides employees with the same workstation capabilities while reducing equipment,
support costs, and the number of devices the City must maintain.
The renewal also includes a new Master Service Agreement with LayerCake Technologies following the transition from
Skynet Innovations. The new agreement is very similar to the City’s previous Master Service Agreement with Skynet, but
includes updated terms and service levels that reflect LayerCake’s current support structure and the services being
provided to the City.
We believe this agreement will continue to provide the City with the technology support and service levels necessary for
efficient and reliable City operations. If you have any questions or require additional information, please feel free to
contact me.
Recommended Action:

To approve the attached agreement with LayerCake Technologies, the city’s technology consultants, regarding
the renewal of our annual technology support contract, in the amount of $132,066.60

Zachary King
Communications & Technology

At LayerCake Technologies, our focus is on delivering technology solutions that directly
support your business objectives. The items outlined in this quote have been thoughtfully
selected to align with your current needs while positioning you for long-term success. If
you have questions, would like clarification, or want to explore alternatives approaches,
your LayerCake team is always available to help ensure the right fit.
Please note that all hardware pricing reflected in this quote is an estimate based on
current supplier costs and is subject to change. Given today's fluctuating economic
environment — including shifting tariffs, supply chain constraints, and manufacturer
pricing adjustments — we cannot guarantee these figures until a purchase order is
confirmed. We will notify you of any material price changes before proceeding.

Quote
LayerCake
8044 Montgomery Road, Ste 510
Cincinnati, OH 45236
United States
T: 855.345.CAKE (2253)

Prepared for

Quote #

50916 v3

Date

08/14/2026

Expires

08/27/2026

Contact

Linley Williams

City of Garden City
Zachary King
6000 Middlebelt Road
Garden City, MI 48135
United States

ACCEPT QUOTE

T: 734-793-1600
E: [email protected]

MW - City of Garden City Annual MSA Renewal
Monthly Fees
Item

Qty

Price

Total

PSV-SVC-00007

135

$75.19

$10,150.65

3

$113.30

$339.90

10

$51.50

$515.00

Workstations (Desktops, Laptops MDC)
PSV-SVC-00007
Physical Servers
PSV-SVC-00007
Virtual Servers
Please contact us if you have any questions.

Monthly Subtotal

$11,005.55

MI STATE TAX (6%)

$0.00

Total Monthly

$11,005.55 USD

ACCEPT QUOTE

Cost Breakdown
Category
PSV-Professional Services / PSV3-T&M
MI STATE TAX
Total

Monthly Fees
$11,005.55
—
$11,005.55 USD

Quote Attachments
 COGC_Master_Services_and_SOW_1.pdf (606 KB)

LayerCake - Quote # 50916 v3

2/3

Quote
*PRICING*
This quote is subject to our Terms of Services. In addition, please note that all hardware pricing reflected in this quote is an estimate based on current supplier
costs and is subject to change. Given today's fluctuating economic environment — including shifting tariffs, supply chain constraints, and manufacturer pricing
adjustments — we cannot guarantee these figures until a purchase order is confirmed. We will notify you of any material price changes before proceeding.
*PAYMENT TERMS*
LayerCake Technologies requires a 50% down payment on equipment orders exceeding $25k prior to order placement. Additionally, select orders may
necessitate full payment prior to placement.
For project quotes totaling $5,000 or more, payment will be structured as follows: 50% due as a down payment, 25% due when the project is 50% complete,
and the remaining 25% due upon project completion.
*ACKNOWLEDGEMENT*
By signing this quote, I confirm that I have the authority to place this order on behalf of my organization. I understand that all hardware and software is quoted
with standard manufacturer warranty only, unless otherwise specified. LayerCake Technologies reserves the right to cancel orders arising from pricing errors
or other inaccuracies.
*TAXES*
Sales tax is estimated at the time of quoting. Actual Sales Tax will be calculated and reflected on the LayerCake Technologies invoice.

LayerCake - Quote # 50916 v3

3/3

Master Services Agreement
This MASTER SERVICES AGREEMENT, dated as of 8/14/2026 the “Effective Date”), is by and between
Skynet Innovations LLC dba LayerCake Technologies (“Service Provider”), and City of Garden City (“Customer”). As
used herein, the term “Agreement” means this Master Services Agreement and the terms and conditions attached
hereto as Exhibit A, as the same may be amended from time to time.
1.
Engagement. This Agreement sets forth the terms and conditions under which Service Provider shall
provide Customer with Managed Services (as defined below) and other IT consulting and support services (collectively,
the “Services”), in each case, as may be set forth on one or more Statements of Work entered into by Service Provider
and Customer from time-to-time (each, an “SOW”). As used in this Agreement and in any SOW attached hereto, the
term “Managed Services” means the monitoring, managing and/or maintaining of certain IT components or services
(such as servers, PC’s, networks, e-mail services, backup services, and hosting services).
2.

Term and Termination.

(a)
The term of this Agreement shall commence on the Effective Date and shall continue
thereafter until terminated by either party in accordance with this Section 2.
(b)
Subject to the terms and conditions set forth in any SOW, either party may terminate this
Agreement at any time and for any or no reason by providing the other party with written notice of such termination at
least forty-five (45) days prior to the effective date of such termination. Notwithstanding the foregoing, no termination
of this Agreement shall terminate any SOW then in effect, and, notwithstanding any termination of this Agreement, the
terms and conditions set forth in this Agreement shall continue to apply to each SOW in effect at the time this Agreement
is otherwise terminated until such SOW is terminated or otherwise expires.
(c)
No termination of this Agreement shall relive either party of any liabilities or obligations
outstanding under this Agreement or under any SOW at the time of such termination. In addition, any portion of this
Agreement or any SOW that, by its terms, shall survive any termination of this Agreement shall survive in accordance
with its terms.
3.
Additional Terms and Conditions. The terms and conditions attached as Exhibit A to this Agreement
are incorporated herein by reference.

Classified as Confidential

Master Services Agreement
Exhibit A
Terms and Conditions

Classified as Confidential

Master Services Agreement
1. Authorization to Access Customer Devices. Customer hereby grants to Service Provider the right to monitor, diagnose,
manipulate, communicate with, retrieve information from and otherwise access the Environment (as defined below) on a 24x7x365
basis for the purpose of enabling Service Provider to provide the Services. Customer shall be responsible for securing and
maintaining, at its own cost and expense prior to the commencement of any Services and during the period during which Service
Provider is providing any Services, any necessary rights of entry, licenses (including software licenses), consents, permits,
approvals or other permissions necessary for Service Provider to provide the Services. Service Provider shall be relieved of its
obligation to perform the Services to the extent Customer fails to obtain and/or maintain any such rights of entry, licenses, consents,
permits, approvals or other permissions. The term “Environment” means, collectively, the portion of any computer network (cloudbased or otherwise), computer system, peripheral or device (virtual or physical) that Service Provider maintains, monitors or
operates pursuant to an SOW.
2.

Customer Obligations. Customer shall, at its own cost and expense:

(a) cooperate with and assist Service Provider in the performance of the Services, including promptly providing Service
Provider with all information, materials, documentation and resources requested by Service Provider, and interact with Service
Provider in a professional and courteous manner;
(b) remain solely responsible for the accuracy, quality, integrity, legality, reliability and appropriateness of all Customer data,
information and materials (“Customer Content”). Customer hereby grants to Service Provider permission to remove or restrict
access to obscene, indecent or offensive content made available by a network user or over the internet, and Service Provider shall
not have any liability or obligation under this Agreement, any SOW or otherwise for any action taken to restrict access to material
on Customer’s network that appear to be in violation of any law, regulation or rights of a third party, including, without limitation,
rights under copyright law and prohibitions on libel, slander and invasion of privacy;
(c) provide all necessary information when requesting technical support, including, without limitation, (i) the name of the end
user experiencing issue, (ii) the location of the end user and computer, (iii) contact information for the end user, and (iv) a detailed
description of the issue;
(d) provide Service Provider and its authorized employees, agents and representatives access to Customer’s premises
during regular business hours upon reasonable notice during the term of this Agreement and after its termination to install, connect,
inspect, maintain, repair, replace or disconnect or remove any equipment provided by Service Provider in connection with its
performance of the Services, including, without limitation, any network management appliances (NMA), firewall appliances, backup
devices, SSL VPN appliances, and continuous data protection devices, and any associated software, and to conduct an audit of
such equipment; and
(e) if any Services are to performed at Customer’s place of business, then Customer shall furnish full and safe access to
Customer’s facilities, network and systems as needed for Service Provider to perform the Services, including, without limitation,
adequate parking, internet access, work space, heating and air conditioning, light, ventilation and electricity and security
passwords. Customer acknowledges and agrees that Service Provider may request a unique administrative password for the
purpose of providing ongoing maintenance and support of Customer’s network and systems, and Customer acknowledges that, in
approving a unique administrative password for use by Service Provider and its employees, Service Provider shall not have any
liability or obligation under this Agreement, any SOW or otherwise arising out of or relating to that decision, unless due to Service
Provider’s willful misconduct or gross negligence.
3.

General Terms and Conditions.

(a) Environment. The scope of each SOW and the fees charged under each SOW are generally determined by Customer’s
needs and the configuration of the Environment as of the date that the SOW is signed. Therefore, to avoid a delay or negative
impact on Service Provider’s performance of the Services, and to mitigate against certain potential costs involved in correcting
Customer-originated issues, Customer agrees to refrain from modifying or moving the Environment, or installing software on the
Environment, unless expressly authorized by Service Provider.
(b) Requirements. At all times, all software in the Environment must be genuine and licensed, and Customer agrees to
provide Service Provider with proof of such licensing upon request. If Service Provider describes minimum hardware or software
requirements in an SOW (“Minimum Requirements”), then Customer shall implement and maintain those Minimum Requirements
as a condition to Service Provider’s obligation to provide the Services.
(c) Updates. Patches and updates to hardware and software (collectively, “Updates”) are created and distributed by third
parties, such as equipment or software manufacturers, and may be supplied to Service Provider from time to time for installation
into the Environment. If required under an SOW, Service Provider will implement and follow the manufacturers’ recommendations
for the installation of Updates; however, (i) Service Provider does not warrant or guarantee that any Update will perform properly,
(ii) Service Provider will not have any liability or obligation under this Agreement, any SOW or otherwise for any downtime or losses

3

Master Services Agreement
arising from or related to the installation, use or inability to use any Update, and (iii) Service Provider reserves the right, but shall
not be obligated, to refrain from installing an Update until Service Provider has determined, in its reasonable discretion, that the
Update will be compatible with the configuration of the Environment and materially beneficial to the features or functionality of the
affected software or hardware.
(d) Third Party Support. If, in Service Provider’s discretion, a hardware or software issue requires vendor or OEM support,
then Service Provider may contact the vendor or OEM (as applicable) on Customer’s behalf and pass through to Customer all fees
and costs associated with that process.
(e) Advice; Instructions. From time to time, Service Provider may provide Customer with specific advice and directions
related to the Services (“Advice”). For example, Advice may include a recommendation to increase server or hard drive capacity
or replace obsolete equipment. Customer is strongly advised to promptly follow all Advice, including Advice that, depending on
the situation, may require Customer to make additional purchases or investments in the Environment at its sole cost. Service
Provider will not have any liability or obligation under this Agreement, any SOW or otherwise for any problems or issues (such as
downtime or security-related issues) caused by any failure by Customer to promptly follow any Advice. If, in Service Provider’s
discretion, any failure by Customer to follow any Advice renders all or any part of the Services economically or technically
unreasonable to provide, then Service Provider may terminate the applicable SOW by providing notice thereof to Customer. Unless
specifically and expressly stated in an SOW, any services required to remediate issues caused by a failure by Customer to follow
any Advice, or by Customer’s unauthorized modification of the Environment, as well as any services required to bring the
Environment up to or maintain the Minimum Requirements, are out-of-scope and not covered under any SOW.
(f) Prioritization. All Services will be performed on a schedule, and in a prioritized manner, as Service Provider determines
reasonable and necessary.
(g) Authorized Contacts. Service Provider will be entitled to rely on any directions or consent provided by personnel or
representatives of Customer who are authorized to provide such directions or consent (“Authorized Contacts”). If no Authorized
Contact is identified in an applicable SOW, then the Authorized Contacts will be the person(s) (i) who signed this Agreement, (ii)
who signed the applicable SOW, and/or (iii) who are generally designated by Customer during the course of Service Provider’s
relationship with Customer to provide Service Provider with direction or guidance. If Service Provider is unsure whether a person
is an Authorized Contact, then Service Provider may delay the performance of the Services until Service Provider can confirm the
person’s authority within Customer’s organization. If Customer desires to change an Authorized Contact(s), it shall provide notice
thereof to Service Provider.
(h) Hours of Service. Unless otherwise expressly set forth in an SOW, Service Provider shall provide the Services between
8:00 a.m. and 5:00 p.m. ET, Monday through Friday, excluding public holidays. Any Services provided outside of such hours will
be billed to Customer as an additional service as agreed to by Customer and Service Provider.
(i) Safe Working Conditions. Service Provider shall not be required to provide the Services or otherwise engage in any
activity under conditions that pose or may pose a safety or health concern, or that would require extraordinary or non-industry
standard efforts to achieve.
4. Third Party Services. Customer acknowledges and agrees that portions of the Services may be acquired from, or rely upon
the services of, third party manufacturers or providers, such as dark web monitoring, security awareness training, network
monitoring services, data hosting services, domain registration services and data backup/recovery services (collectively, “Third
Party Services”). Not all Third Party Services may be expressly identified as such in an SOW, and at all times Service Provider
reserves the right to utilize the services of any third party provider or to change third party providers in its sole discretion as long
as the change does not materially diminish the Services to be provided under an SOW. Service Provider shall have no liability
under this Agreement, any SOW or otherwise for any failure of any third-party provider to provide Third Party Services to Service
Provider or to Customer.
5. Exclusions. Service Provider shall not be required to provide any services except the Services expressly set forth in an SOW.
Without limiting the foregoing, Service Provider shall not have any obligation to provide any of the following services, and any work
performed related to the following services will be billed at Service Provider’s then standard rates:
(a) Any repair, maintenance or other service(s) required as a result of any installation, repair, maintenance or modification of
any Managed Devices (as defined below) or related software or peripherals by anyone other than Service Provider. The term
“Managed Device” means the server, workstation, local area networking equipment, wide area networking equipment and other IT
components with respect to which Service Provider provides the Services under any SOW.
(b) Any repair, maintenance or other service(s) on any Managed Device(s) that cannot be properly serviced due to end of
life conditions, other withdrawal or termination of warranty or support by the manufacturer, unavailability of documentation or parts,
or that exhibit excessive damage.

4

Master Services Agreement
(c) Provision of supplies or accessories for any Managed Device(s) or electrical work external to Managed Device(s).
(d) Maintenance of accessories, alterations, attachments, upgrades or other devices; or services related to any relocation of
any Managed Device(s) unless specifically set forth in an SOW.
(e) The cost of any parts, equipment or shipping charges of any kind.
(f) Third-party software license fees, renewal fees or upgrade fees of any kind (except in connection with software provided
by Service Provider in support of the Services).
(g) The cost of any third-party vendor or manufacturer support or incident fees of any kind.
(h) Programming (modification of software code) and program (software) maintenance.
(i)

Training services of any kind unless otherwise agreed in writing by Service Provider.

(j)

Moving hardware from one physical address to another physical address.

(k) The cost of any printer maintenance other than maintenance support of the network connection of network enabled,
shared printers/copiers, and the printer connection and printer drivers of locally attached printers.
(l) All costs to monitor, maintain or repair any peripheral attached to a workstation / laptop, including, without limitation, USB
hard drives, scanners, docking devices, cameras and VoIP phones, except to the extent expressly identified in an SOW.
6. Customer Hardware. Service Provider does not provide hardware warranty or maintenance services, and does not maintain
an inventory of spare parts or replacement hardware. Customer shall be solely responsible for entering into appropriate warranty
/ replacement arrangements with hardware vendors. Service Provider will use reasonable efforts to coordinate with hardware
warranty / maintenance providers in the repair and replacement of defective hardware. Service Provider reserves the right to
utilize the services of manufacturer’s representatives for repairs guaranteed by those manufacturers under separate service
contracts. Service Provider shall have no obligation with respect to components that are identified by its manufacturer as a
consumable or expendable item, including, without limitation, printer cartridges, fuser assemblies, batteries, print heads, magnetic
media, paper supplies and similar items, all of which shall be Customer’s sole responsibility.
7.

Service Provider Equipment.

(a) Customer agrees that Service Provider may, in support of the Services, deliver certain equipment to Customer, including,
without limitation, network management appliances (NMA), firewall appliances, backup devices, SSL VPN appliances and
continuous data protection devices (collectively, the “Equipment”) and install the Equipment on Customer’s premises. The
Equipment is and at all times shall remain the sole and exclusive property of Service Provider, and Customer agrees that it will not
become the owner of any Equipment by virtue of the payments provided for in this Agreement or any SOW.
(b) Customer agrees to provide Service Provider and its authorized agents access to Customer’s premises during regular
business hours and upon reasonable notice during the term of this Agreement and after its termination to install, connect, inspect,
maintain, repair, replace or disconnect or remove the Equipment, to install associated software and to conduct an audit of the
Equipment.
(c) Service Provider shall have the right to upgrade, modify and enhance the Equipment and associated software from time
to time through "downloads" from Service Provider’s network or otherwise. In addition, Service Provider may install third party
software to assist in the process of managing and maintaining the Environment. Customer agrees to abide by the licenses of the
respective software publishers. Copies of any licenses applicable to any such third party software will be provided upon request.
(d) Customer will not, nor will Customer allow others to, open, alter, misuse, tamper with or remove any Equipment as and
where installed by Service Provider or use it contrary to this Agreement. Customer will not, nor will Customer allow others to,
remove any markings or labels from any Equipment indicating Service Provider’s ownership thereof or serial or identity numbers.
Customer will reasonably safeguard the Equipment from loss or damage of any kind, including accidents, breakage or fire, and
will not permit anyone other than an authorized representative of Service Provider to perform any work on the Equipment. Nothing
in this Agreement shall prevent Service Provider from enforcing any rights it has with respect to theft or unauthorized tampering of
any Equipment under applicable law.
(e) Customer shall purchase and maintain, at its sole cost, insurance for the full replacement value of all Equipment. Service
Provider must be listed as an additional insured on any such policy, and such policy will not be canceled or modified during the
term of the applicable SOW without prior notification to Service Provider. Upon Service Provider’s request, Customer shall provide
proof of insurance to Service Provider, including proof of payment of any applicable premiums or other amounts due under such
policy.

5

Master Services Agreement
(f) Customer agrees to pay to Service Provider the full replacement cost of any Equipment, without any deduction for
depreciation, wear and tear or physical condition of such Equipment, if (i) Customer tampers with, or permits others to tamper with,
any Equipment, (ii) the Equipment is destroyed, lost or stolen, whether or not due to circumstances beyond Customer’s reasonable
control, or (iii) the Equipment is damaged (excluding equipment malfunction through no fault of Customer) while in Customer’s
possession, whether or not due to circumstances beyond Customer’s reasonable control. Customer agrees to return any damaged
Equipment to Service Provider. Notwithstanding the above, Customer shall not be required to pay any amounts to Service Provider
under this Section 7(f) if the damage or destruction of the applicable Equipment arises out of the acts or omissions of Service
Provider or its agents, employees or subcontractors.
(g) Upon any termination of this Agreement, Customer shall promptly return to Service Provider, at Customer’s sole cost and
expense, all Equipment than in Customer’s possession in the same condition as when received (excepting ordinary wear and tear).
If Customer does not so return any such Equipment, then Service Provider may, but shall not be obligated to, (i) retrieve any
associated Equipment not returned by Customer as required in this Section 7 and (ii) charge Customer a continuing monthly fee
until all such Equipment is returned. Customer agrees to pay any expense incurred by Service Provider in connection with any
retrieval of any unreturned Equipment. For the avoidance of doubt, Service Provider will not be deemed to have "abandoned" any
Equipment if it does not retrieve such Equipment, and Service Provider shall be entitled to seek injunctive relief to enforce its rights
with respect to the Equipment.
8. Customer Equipment. If Customer requests or requires additions to or modifications of existing equipment or an existing
network, either Local Area or Wide Area, then Service Provider reserves the right to inspect such equipment or network prior to
performing any work thereon. If Service Provider determines that such equipment or network does not meet minimum standards
of performance or practices, then Service Provider shall inform Customer of any equipment or network deficiencies identified by
Service Provider. Service Provider may make recommendations in writing necessary to bring such equipment or network up to
the minimum standards of performance or practices. In no event shall Service Provider shall be responsible or have any liability
to Customer arising out of any such network or equipment deficiencies, including for any changes to performance or time frames
resulting therefrom.
9.

Fees; Payments; Taxes.

(a) Customer shall pay to Service Provider all fees and other amounts set forth in the applicable SOW. Service Provider will
deliver to Customer invoices for any one-time set up fees payable under any SOW on or shortly after the effective date of such
SOW. Invoices for any recurring monthly Services fee will be delivered approximately thirty (30) days in advance of the first date
on which Service Provider will perform the Services. Service Provider may, in its sole discretion, require that a portion or all of the
invoices for hardware and software purchases be paid in advance of Service Provider’s ordering of such hardware or software.
(b) Customer shall pay all amounts set forth on any invoice provided by Service Provider to Customer under this Agreement
or under any SOW within 30 days after the date set forth on the applicable invoice. In no event will any amounts payable with
respect to any Services be reduced, pro rated or otherwise subject to set-off by Customer. If any undisputed amounts are not
received from Customer by the applicable due date, then such charges will accrue interest at the rate of the lesser of (i) 1.5% of
the outstanding balance per month, or (ii) the maximum rate permitted by law, from the date such payment was due until the date
that Service Provider receives such payment. If any undisputed payments are not received from Customer by the applicable due
date, then, in addition to any other remedies available to Service Provider under this Agreement or under applicable law, Service
Provider may suspend any further delivery or performance of the Services under this Agreement or any SOW until all past due
payments are received from Customer.
(c) All prices charged for Services shall be stated, and payments therefor shall be made, in United States dollars and are
exclusive of any applicable sales, use or similar taxes. Although Service Provider makes every effort to determine whether the
Services will be taxable to Customer, if the Services are taxable, then Customer shall pay all federal, state, local and other taxes
based on this Agreement, any SOW, the Services or their use, excluding taxes based on Service Provider’s assets or income. If
Customer claims tax-exempt status for any purpose in connection with this Agreement or any SOW, then Customer shall provide
Service Provider upon request with a correct copy of Customer’s tax-exempt certification.
10. Expense Reimbursement. Customer shall reimburse Service Provider for all reasonable out-of-pocket expenses incurred by
Service Provider in connection with its performance of the Services, including, without limitation, travel, lodging, meals and shipping
expenses.
11. Intellectual Property Rights. As between Customer and Service Provider, subject to any licenses or use rights granted to
Customer under this Agreement or any SOW, all Intellectual Property Rights in the Services are and will remain solely and
exclusively the property of Service Provider. As used in this Agreement, the term “Intellectual Property Rights” means any and all
intellectual property rights throughout the world, including, without limitation, any and all patents, copyrights, trademarks, trade
secret rights, inventions, and any and all similar or equivalent rights throughout the world.

6

Master Services Agreement
12. Confidentiality.
As used in this Agreement, the term “Confidential Information” means any and all confidential, non-public and proprietary
information of a party hereto, including, without limitation, (a) the terms and conditions set forth in this Agreement and any SOW,
(b) technical, business, financial and marketing information, including without limitation, trade secrets, patents, patent applications,
copyrights, know-how, processes, ideas, inventions, formulas, software, firmware, algorithms, technology, materials, names and
expertise of employees and consultants, any other technical, business, financial, customer and product development plans,
supplier information, forecasts, strategies and other confidential information, and (c) all reports, analyses, compilations, studies,
or other documents prepared by either party or its Representatives that contain or otherwise reflect any Confidential Information
of the other party. The term “Representatives” of a party means any and all officers, directors, employees, consultants, contractors,
agents, attorneys, accountants, financial advisors, and other representatives of such party. Confidential Information does not
include information that (i) is or becomes generally available to the public without breach of this Agreement by the receiving party,
(ii) the receiving party can demonstrate was rightfully in its possession prior to first receiving such information from the disclosing
party, (iii) the receiving party can demonstrate was developed by it independently and without use of or reference to the disclosing
party’s Confidential Information, or (iv) the receiving party receives from a third party without restriction on disclosure and without
breach of a nondisclosure obligation to the disclosing party.
Except to the extent necessary in order to perform its obligations under this Agreement and subject to the terms of this Agreement,
each party agrees that it (a) shall hold in strict confidence all Confidential Information of the other party, (b) shall use the Confidential
Information of the other party solely to perform the Services or to exercise its rights under this Agreement or any SOW, and (c)
shall not transfer, display, convey or otherwise disclose or make available all or any part of the Confidential Information of the other
party to any person or entity other than to its Representatives who need to know such Confidential Information and who are under
confidentiality obligations at least as restrictive as the terms in this Agreement. The receiving party is solely responsible for the
handling and treatment of the Confidential Information of the disclosing party by the Representatives of the receiving party. Each
party shall use the same degree of care to protect the other party’s Confidential Information as it uses to protect its own Confidential
Information of like nature, but under no circumstances less than reasonable care.
The parties agree that the Confidential Information of the other party is and will remain the property of such other party. The
receiving party obtains no right, title, interest, or license in or to any of the Confidential Information of the disclosing party, except
for the rights set forth in this Agreement.
Customer shall encrypt at the application level all of its Confidential Information, including all data and information about Customer’s
business(es), customers, employees, operations, facilities, products, markets, assets or finances that Service Provider obtains,
creates, generates, collects, views, accesses, or processes in connection with its performance of Services and that is stored in
any Customer network), and all data that is considered sensitive or that must be treated as confidential under applicable law or
under Customer’s contractual obligations to any third party, including Social Security Numbers, financial account numbers, driver’s
license numbers, state identification numbers, Protected Health Information (as that term is defined in Title II, Subtitle F of the
Health Insurance Portability and Accountability Act, as amended (HIPAA) and regulations promulgated thereunder) and Nonpublic
Personal Information (as that term is defined in Financial Services Modernization Act of 1999 (Gramm-Leach-Bliley) and
regulations promulgated thereunder).
13. Non-Solicitation. Customer agrees not to, directly or indirectly, solicit, hire or retain, or cause to be solicited, hired or retained
as an employee or independent contractor, any employee or contractor of Service Provider, or any individual who was an employee
or contractor of Service Provider within twelve (12) months prior to the first contact with such individual regarding potential
employment or engagement) in a technical or sales position at any time during the term of this Agreement and for a period of one
(1) year following termination of this Agreement. If Customer hires, engages or otherwise retains any employee of Service Provider
in violation of this Section 12, then shall pay to Service Provider a fee equal to the greater of (i) such employee’s most recent
annual salary and bonus and (ii) the salary and bonus offered to such employee by Customer. Customer agrees that this fee is
fair and not excessive.
14. General Warranty. Service Provider shall perform the Services in a professional and workmanlike manner and otherwise on
and subject to the terms and conditions set forth in this Agreement and in any SOW. If Service Provider fails to perform the
Services in a professional and workmanlike manner or otherwise in compliance with the terms and conditions set forth in this
Agreement and in any SOW, then Customer must provide written notice thereof to Service Provider within five (5) days after the
performance of the applicable Services, which notice shall describe in reasonable detail the nature of the alleged failure. In any
event, Customer’s sole and exclusive remedy for any failure by Service Provider to perform the Services in a professional and
workmanlike manner or otherwise in compliance with the terms and conditions set forth in this Agreement and in any SOW shall
be for Service Provider to re-perform the applicable Services. If re-performance of such Services is not possible, then,
notwithstanding the immediately preceding sentence, Service Provider shall refund to Customer the total fees paid by Customer
in respect of the applicable Services. If any Services contain a deliverable, then such Services will be deemed accepted by Client
if not rejected in a reasonably detailed writing within five (5) days after submission to Customer.

7

Master Services Agreement
15. Security Acknowledgment. Customer acknowledges and agrees that no security solution is one hundred percent effective,
and any security paradigm may be circumvented and/or rendered ineffective by certain malware, such as certain ransomware or
rootkits that were unknown to the malware prevention industry at the time of infection, and/or which are purposely or intentionally
downloaded or installed into the Environment. Service Provider does not warrant or guarantee that all malware or malicious activity
will be capable of being detected, avoided, quarantined or removed, or that any data deleted, corrupted or encrypted by such
malware (“Impacted Data”) will be recoverable. Unless otherwise expressly stated in an SOW, the recovery of Impacted Data is
not included in the scope of any SOW. Customer shall (a) educate its employees to properly identify and react to “phishing” activity
(e.g., fraudulent attempts to obtain sensitive information or encourage behavior by disguising oneself as a trustworthy entity or
person through email), (b) use reasonable security precautions in connection with its use of the Services, including maintaining
up-to-date virus scanning and operating system security patches and firewall protection, (c) require each user to use reasonable
security precautions, including maintaining up-to-date virus scanning and operating system security patches and firewall
protections, (d) not take any action or install any software that may preclude or impair Service Provider’s ability to access or
administer the Environment or provide the Services and (e) obtain and maintain cyber insurance covering, at a minimum,
cyberattacks, the theft or misuse of private or confidential information or other data loss, malware-related matters, privacy-related
breaches, the breach of networked and managed security systems, and any failure to prevent the transmission of computer
malware (“Insurable Events”). Customer acknowledges and agrees that Insurance Events can occur even under a “best practice”
scenario. Service Provider shall have no liability under this Agreement, any SOW or otherwise for any costs, expenses or damages
incurred by Customer and arising from or related to any Insurable Event. In addition, Customer agrees that Service Provider will
not be responsible for, and Customer will not seek indemnity from Service Provider or its insurers for, any Insurable Events.
16. Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 13, THE SERVICES ARE PROVIDED “AS
IS” AND WITH ALL FAULTS. IN ADDITION, EXCEPT AS EXPRESSLY SET FORTH IN IN SECTION 13, SERVICE PROVIDER
MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE, WITH RESPECT TO THE SERVICES, ANY DELIVERABLES RELATED THERETO OR THE FUNCTIONALITY,
PERFORMANCE OR RESULTS OF THE USE THEREOF, AND SERVICE PROVIDER SPECIFICALLY DISCLAIMS AND
EXCLUDES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL IMPLIED WARRANTIES,
INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, NON-INFRINGEMENT AND IMPLIED WARRANTY ARISING BY USAGE OF TRADE, COURSE OF
DEALING OR COURSE OF PERFORMANCE.
17. Limitation of Liability.
THE CUMULATIVE, AGGREGATE LIABILITY OF SERVICE PROVIDER UNDER THIS AGREEMENT AND ANY SOW,
INCLUDING FOR ALL CLAIMS RELATED TO THIS AGREEMENT, ANY SOW AND THE PROVISION OF THE SERVICES
HEREUNDER AND THEREUNDER, WILL NOT IN ANY EVENT EXCEED THE AMOUNT PAID BY CUSTOMER UNDER THE
APPLICABLE SOW DURING THE SIX-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE
APPLICABLE CLAIM.
IN NO EVENT WILL SERVICE PROVIDER BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR
PUNITIVE DAMAGES, LOSSES, COSTS OR EXPENSES OF ANY KIND, HOWEVER CAUSED AND WHETHER BASED IN
CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY,
INCLUDING DAMAGES FOR INTERRUPTION OF BUSINESS, PROCUREMENT OF SUBSTITUTE GOODS, LOST PROFITS,
OR LOSS OR INTERRUPTION OF DATA, TECHNOLOGY OR SERVICES, EVEN IF CUSTOMER HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, LOSSES, COSTS OR EXPENSES.
18. Conflicts; Order of Precedence. The terms and conditions set forth in this Agreement shall apply to all SOWs, even if they do
not specifically reference this Agreement. In the event of a conflict between this Agreement and any SOW, the terms set forth in
this Agreement shall control.
19. Miscellaneous.
(a) Independent Contractors. The parties are independent contractors and neither party (i) is an agent, servant, legal
representative, partner, joint venturer or employee of the other, and (ii) has any authority (A) to assume or create any obligation or
liability of any kind on behalf of the other, (B) to make any representation or warranty on behalf of the other party, or (C) to bind
the other party in any respect.
(b) Publicity. Subject to all trademark and logo usage guidelines as may be provided by Customer to Service Provider,
Customer hereby grants Service Provider the right to use the name, logo and other identifying marks and descriptions of Customer
in Service Provider’s general marketing activities, including in any sales and marketing materials, customer lists and on Service
Provider’s website.
(c) Assignment. Customer may not assign any of its rights or delegate any of its obligations under this Agreement without
the prior written consent of Service Provider. Any attempt to assign or transfer this Agreement or delegate any obligations

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Master Services Agreement
hereunder other than in accordance with this section will be null and void. Subject to the foregoing, this Agreement is binding upon
and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
(d) Governing Law; Venue. THIS AGREEMENT (AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES WITH
RESPECT TO THEIR RELATIONSHIP UNDER THIS AGREEMENT) IS GOVERNED BY AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE IN WHICH SERVICE PROVIDER HAS ITS PRIMARY PLACE
OF BUSINESS, EXCLUDING ITS CONFLICTS OF LAWS RULES TO THE EXTENT THAT SUCH RULES WOULD APPLY THE
LAW OF ANOTHER JURISDICTION.
(e) Waiver of Jury Trial. EACH PARTY HEREBY WAIVES ANY RIGHT TO JURY TRIAL IN CONNECTION WITH ANY
ACTION OR LITIGATION IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT.
(f) Force Majeure. If by reason of labor disputes, strikes, lockouts, riots, war, inability to obtain labor or materials, earthquake,
fire or other action of the elements, accidents, epidemic or pandemic, governmental restrictions or other causes beyond the
reasonable control of a party hereto (each, a “Force Majeure Event”), either party is unable to perform in whole or in part its
obligations as set forth in this Agreement, excluding any obligations to make payments hereunder or under and SOW, then such
party will be relieved of those obligations to the extent such inability is the result of any Force Majeure Event, subject to the
remainder of this section. Promptly after becoming aware of any event or circumstance that will result in the delay of a party’s
performance under this Agreement, such party shall notify the other party of the delay and its anticipated duration, and such party
shall take commercially reasonable actions to resume performance as soon as reasonably possible. Neither party will be liable
for any losses, injury, delay or damage suffered or incurred by the other party due to a Force Majeure Event.
(g) Entire Agreement. This Agreement, together with any SOWs, constitutes the entire agreement between the parties with
respect to the subject matter hereof and supersedes and replaces all prior and contemporaneous understandings and agreements,
written or oral, regarding such subject matter.
(h) Counterparts. This Agreement may be executed in two or more counterparts, each of which is deemed an original for all
purposes and all of which together constitute one and the same instrument. The parties may execute this Agreement using
electronic signatures or electronic copies and expressly agree that any such signatures represent the final and binding signature
of the parties and the parties’ acceptance and acknowledgement of the terms and conditions set forth in this Agreement.

9

Managed Services Catalog
Exhibit B
Managed Services Catalog

10

Managed Services Catalog
Managed Services Catalog
Engagement
Skynet Innovations LLC dba LayerCake Technologies (“us”, “our”, “we” or “LayerCake”) has provided
this Services Catalog to define, clarify and govern the services described in the Managed Services
Statement of Work (SOW) for our clients (“you”, “your”, or “Client”). This document and the services
outlined are all subject to LayerCake Master Services Agreement (MSA).

Terms of Service
LayerCake’s services are intended to provide operational support for business-related technology
including workstations, servers, applications and network equipment, specific support for these items or
other elements of a client’s environment are individually specified in the SOW.
Any service requested by the Client that falls outside of the terms of service will be considered out of
scope of the SOW and subject to additional fees either in a project or time and materials engagement
and will be quoted and billed separately as such.
To engage in services, certain minimum standards must be met:
•

•
•

Hardware and systems that are supported under the SOW must have replaceable parts which are
readily available, and all software must be genuine, appropriately licensed and supported directly
by the vendor. Should 3rd party vendor support charges be required to resolve any issues, these
charges will be passed on to the Client after receiving the Client’s authorization to incur them.
Certain hardware and software may be provided by LayerCake as agreed upon in the services
outlined in the SOW (antivirus, etc.). Any other hardware or software costs of any kind are not
covered under the terms of service.
It is possible that deficiencies are discovered during the assessment and onboarding
engagements. This may include outdated equipment, unlicensed software, unpatched systems,
pre-existing cyber security events, or similar findings. Remediation of any findings, unless
expressly agreed in writing by us, is not included in the Services SOW.

If the client requests the addition of equipment or services to the existing SOW, LayerCake must deem
such additions acceptable in writing and changes to the SOW shall result in an adjustment to the Client’s
monthly charges.

Length of Services
The LayerCake SOW is effective upon the designated Service Activation Date specified in the signed SOW
and shall remain in force for a period of twelve (12) months (“Term”). At the expiration of the Term the
SOW shall continue in effect on a month-to-month basis until cancelled by either party with ninety (90)
days’ written notice.
The SOW may be terminated by either Party with ninety (90) days’ written notice for any reason;
provided however, in the even the Client terminates the signed SOW prior to the expiration of the Term,
11

Managed Services Catalog
Client shall be liable for an Early Termination Fee equal to the balance of the remaining months until the
natural expiration of the agreement.
Client shall not be liable for any Early Termination Fees in the event LayerCake violates a material term
of the SOW or MSA and LayerCake has not cured such violation within sixty (60) days after written notice
from Client or, if such a violation cannot reasonably be cured within the sixty (60) day period, LayerCake
has not taken reasonable steps to cure the violation with the sixty (60) day period.
If either Party terminates the SOW, LayerCake will assist Client in the orderly termination of services,
including timely transfer of services and information to the Client’s designated provider. The Client
agrees to pay LayerCake any actual costs for rendering such assistance other than basic removal of
LayerCake’s tools and services.

Contract Pricing and Review
The cost of the SOW is based on several factors including the number of devices supported and licenses
or services being consumed. The agreement is reviewed quarterly, and your cost may increase/decrease
based on the number of endpoints or licenses being used. Significant events that may cause the total
number of devices or licenses to change by ten (10) percent or more may be reviewed on a more
frequent basis.

Invoicing and Payment Terms
Monthly Support and Subscription Invoices are generated on the 1st of each month for the next calendar
month (e.g., January 1 invoice is for February 1 services). By default, net-thirty (30) terms are extended
on each invoice, but this is subject to change if late payments become an issue.
One-time product and software invoices are invoiced each week upon receipt of goods. If a one-time
product quote exceeds twenty thousand (20,000) dollars or if client is on adjusted payment terms, a
downpayment of fifty (50) percent is required before the order is placed.
Service and project time and materials and milestone invoices are generated on the first (1st) and
fifteenth (15th) of each month. All time worked, regardless of completion status, is invoiceable at the
discretion of LayerCake.

Services Format
Services are generally offered in one of following formats: Co-Managed or Managed. Unless otherwise
specifically noted in an individual service description, Co-Managed services include the setup, basic
maintenance, hardware, licensing and alerting for the service. Any support provided to the Client as it
relates to a Co-Managed service is billable in a time and materials format. Support is generally provided
in a fixed-fee format for Managed services.

Requesting Service
Clients may engage with LayerCake’s Service Desk in a variety of ways; all aligned with the Information
Technology International Library (ITIL) framework. Service requests and incidents may be generated via
12

Managed Services Catalog
multiple sources including phone, email, and web portal during normal business hours (Monday through
Friday, 08:00AM EST – 05:00PM EST, excluding Federally recognized holidays).
Requests and incident submissions via phone are monitored twenty-hour (24) hours a day, seven (7)
days a week, note though requests and incidents carried out after business hours may be subject to
after-hours support fees. Tickets submitted via email or web portal outside of normal business hours will
be reviewed and addressed on the next available business day.
Contact Methods:
Web Portal: https://portal.layercaketech.com
Email: [email protected]
Telephone: 513-549-5031
Desktop Shortcut
LayerCake will make the best effort to respond to all requests and incident tickets in a timely manner. It
is assumed that tickets submitted by any member of a client organization are approved for work unless
otherwise specified and a client point of contact assigned for approvals.
All help desk support is provided by LayerCake remotely if possible. LayerCake will determine if an onsite
visit is required. If the Client requests a specific on-site visit to remediate a request or incident that could
be resolved remotely, LayerCake reserves the right to invoice the client for expenses and time related to
travel.
LayerCake utilizes a system of severity and impact to determine priority of work and associated response
time objectives.
Priority 1 / Critical
Priority 2 / High
Priority 3 / Normal
Priority 4 / Low
Priority 5 / Maintenance

First Response
15 min
15 min
15 min
15 min
8 hours

Plan
30 min
1 hour
4 hours
8 hours
5 days

Resolve
4 hours
8 hours
12 hours
5 days
30 days

13

Managed Services Catalog
Services Matrix

Core Services
Workstation Administration
Server Administration
Network Administration
Remote Monitoring and Alerting
Windows Patching
IT Strategy Planning & Guidance

Managed
Included
Included
Included
Included
Included
Included

Endpoint Security
AV/EDR*
Device MDR*
Vulnerability Scanning

Addon
Addon
Included

User Security
Multifactor Authentication*
Cloud MDR
Security Awareness Training
Simulated Phishing
Email Protection*

Addon
Addon
Addon
Addon
Addon

Hardware Services
Firewall as a Service
Backup as a Service

N/A
N/A

Additional Services
Project Scoping and Implementation
Cyber Vulnerability Remediation
Cyber Insurance Questionnaire Review
Cyber Incident Response and Remediation
Governance\Risk\Compliance Consulting

Addon
Addon
Addon
Addon
Addon

*Currently in use under separate agreements

14

Managed Services Catalog
Workstation Administration
Workstation administration is designed to provide proactive and reactive support for end-user devices
including desktops, laptops and the operating system that runs on the device.
Smartphones and tablets are supported under whether the device is provided by the business or a user’s
personal device, but only in support of connectivity to business-related services such as email and line of
business applications.
Alerts generated by our proactive monitoring platform are triaged and resolved by LayerCake’s team
generally during business hours. Maintenance that needs to be scheduled after business hours may incur
additional fees.
LayerCake also provides Business Application support and will provide front line assistance to support
Line of Business (“LOB”) applications. This includes basic issue analysis to rule out common hardware,
software or network-related issues. If specific application expertise or support is required, LayerCake will
assist with the triage and escalation to the software vendor and assist the vendor through resolution.
Support for software will be provided on a reasonable efforts basis assuming the software is licensed,
and the Client has an active support agreement with the software vendor.
The cost of any software vendor or 3rd-party support to remediate an issue is not covered by the SOW.
LayerCake can assist with the lifecycle management of your device fleet and work side-by-side with
supported users when the time comes to replace their device. We know that this can be disruptive, and
our engineers spend the extra time to ensure that this is done smoothly. Because of this LayerCake
charges a nominal fee up to $300 on each new workstation deployment to ensure the appropriate time
and tools are used to minimize the disruption.
Exclusions:
• Parts, equipment, or software not covered by the vendor/manufacturer.
• Support of operating systems, applications, or hardware no longer supported by the
manufacturer.
• Project-related services such as, but not limited to office moves, software application upgrades or
specific tasks that cannot be completed within four (4) hours.
• The cost to bring the environment up to a supportable standard.
• Residential visits or support for home computers that are not dedicated business systems.
• Programming (modification of software code) and program maintenance.
• Failure due to acts of God, building modifications, power failures or other adverse environmental
conditions or factors.
• Service and repair made necessary to servers or network equipment due to hardware or system
alterations, extra-ordinary software installations, or other modifications of equipment made by
Client’s employees or anyone other than LayerCake.

15

Managed Services Catalog
Server Administration
Server Administration is designed to provide proactive and reactive support for physical, virtual and
cloud servers and services. Day-to-day management activities include but are not limited to supporting
Active Directory, DNS/DHCP, hypervisor, file services, print services and physical hardware support.
Alerts generated by our proactive monitoring platform are triaged and resolved by LayerCake’s team
generally during business hours. Maintenance that needs to be scheduled after business hours may incur
additional fees.
LayerCake also provides Business Application support and will provide front line assistance to support
Line of Business (“LOB”) applications. This includes basic issue analysis to rule out common hardware,
software or network-related issues. If specific application expertise or support is required, LayerCake will
assist with the triage and escalation to the software vendor and assist the vendor through resolution.
Support for software will be provided on a reasonable efforts basis assuming the software is licensed,
and the Client has an active support agreement with the software vendor.
The cost of any software vendor or 3rd-party support to remediate an issue is not covered by the SOW.
Exclusions:
• Parts, equipment, or software not covered by the vendor/manufacturer.
• Support of operating systems, applications, or hardware no longer supported by the
manufacturer.
• Maintenance support of the network connection of network enabled, shared printers/copiers,
and the printer connection and printer drivers of locally attached printers is included. Any other
printer maintenance is excluded.
• Project-related services such as, but not limited to office moves, software application upgrades,
server OS upgrades or migrations, cloud migrations, or specific tasks that cannot be completed
within four (4) hours.
• The cost to bring the environment up to a supportable standard.
• Residential visits or support for home computers that are not dedicated business systems.
• Programming (modification of software code) and program maintenance.
• Failure due to acts of God, building modifications, power failures or other adverse environmental
conditions or factors.
• Service and repair made necessary to servers or network equipment due to hardware or system
alterations, extra-ordinary software installations, or other modifications of equipment made by
Client’s employees or anyone other than LayerCake.

16

Managed Services Catalog
Network Administration
Network Administration is designed to provide proactive and reactive support for the various wide-area
and local-area network devices in the Client environment such as internet router, firewall, network
switches, and wireless controllers and access points.
Alerts generated by our proactive monitoring platform are triaged and resolved by LayerCake’s team
generally during business hours. Maintenance that needs to be scheduled after business hours may incur
additional fees.
Numerous devices inside of a client’s infrastructure may require updates from time to time. Updates to
devices such as storage networks, wireless access points and controllers, switches, etc. are all patched on
an as-needed basis. Updating these devices can be disruptive to the business and most standard feature
updates are unnecessary unless they are addressing a known performance or security flaw.
Exclusions:
• Parts, equipment, or software not covered by the vendor/manufacturer.
• Support of operating systems, applications, or hardware no longer supported by the
manufacturer.
• Project-related services such as, but not limited to office moves, data/voice wiring or cabling
services of any kind, or specific tasks that cannot be completed within four (4) hours.
• The cost to bring the environment up to a supportable standard.
• Residential visits or support for home networks that are not dedicated business systems.
• Failure due to acts of God, building modifications, power failures or other adverse environmental
conditions or factors.
• Service and repair made necessary to servers or network equipment due to hardware or system
alterations, extra-ordinary software installations, or other modifications of equipment made by
Client’s employees or anyone other than LayerCake.

17

Managed Services Catalog
Remote Monitoring and Alerting
Remote Monitoring and Alerting is designed to provide proactive notification of vital system statistics
such as memory usage, available storage, disk errors, failed updates and reboots and offline status.
Additional monitoring may be configurable based on the individual device, operating system and
recommendations of a LayerCake engineer. Monitoring levels and thresholds will be set by LayerCake,
and Client shall not modify these levels without prior written consent.
Alerts generated by our proactive monitoring platform are triaged and resolved by LayerCake’s team
generally during business hours. Maintenance that needs to be scheduled after business hours may incur
additional fees.
Example of baseline alert templates:

Alert Type
Low-Disk Space
Disk Errors
Missing Antivirus
Failed Updates
High CPU Utilization
High RAM Utilization
Failed Reboots
Offline Status

Workstation
X
X
X
X
X

Server
X
X
X
X
X
X
X
X

18

Managed Services Catalog
Windows Patching
LayerCake’s monitoring services also include Windows-based patching services. The types of patches and
when they are installed are outlined as below:
Feature Updates: These types of patches for Windows-based workstations are generally released twice a
year. These are the patches that introduce new feature sets and major improvements to the operating
system. Because Feature Updates can introduce large changes to the operating system LayerCake
generally delays the release of these patches by 3 to 6 months unless critical security updates are
included.
Cumulative Updates: There are 2 types of Cumulative updates that are released by Microsoft monthly.
The first type of cumulative update provides standard security improvements and quality fixes. These are
released on the second Tuesday of each month, and the LayerCake patch install schedule is based off
these releases. The second type of cumulative updates are released in the third and fourth weeks of the
month and are usually preview, optional or non-security fixes. By default, this second type of update is
not approved for installation by LayerCake.
Security Updates: Basic security updates are typically included in the monthly cumulative update
package. Occasionally Microsoft releases critical security updates to remediate vulnerabilities. By
default, these types of updates are automatically approved and pushed out for immediate installation.

Standard Patch Maintenance Window
Windows Workstations:
Windows updates are installed in real-time one (1) week after the second Tuesday of each month.
Critical updates installed immediately upon release.
Post patch reboots scheduled daily between 3:00-5:00 AM local time to the device. This reboot can be
customized on a per Client basis as needed.
Windows Servers:
Windows updates are installed based on the classification of the server. During the onboarding process,
the LayerCake team will work with the Client to determine these classifications:
•

Alpha Group – Low Risk: Patches are installed the second Saturday of each month between
11:00PM and 1:00AM with scheduled reboots happening Sundays between 3:00-5:00AM.

•

Beta Group – Medium Risk: Patches are installed the third Saturday of each month between
11:00PM and 1:00AM with scheduled reboots happening Sundays between 3:00-5:00AM.

•

Charlie Group – High Risk: Patches are installed the fourth Saturday of each month between
11:00PM and 1:00AM with scheduled reboots happening Sundays between 3:00-5:00AM.

19

Managed Services Catalog
IT Strategy & Planning Guidance
Technology success requires more than just uptime; it demands alignment between your IT investments
and business goals. LayerCake’s IT Strategy & Planning services provide structured, proactive guidance
through coordinated engagements with our team. Together, we’ll develop and maintain a forwardlooking technology roadmap that supports growth, reduces risk, and aligns with your operational and
financial objectives.
This includes collaboration initiatives such as digital transformation, cloud adoption and AI readiness
during IT strategy sessions with your assigned technology strategist and the development of a 12 to 36month IT roadmap, including prioritization of initiatives based on business needs, risk, and budget.
Exclusions:
• Does not include execution of projects or initiatives
• Business application strategy (ERP, CRM) covered only at a high level unless otherwise scoped
• Budget forecasting beyond IT scope (e.g., marketing, HR tech) not included
• Legal contract review (we do not replace legal counsel)
• Cost negotiation or procurement execution unless scoped

20

Managed Services Catalog
Endpoint Detection and Response (EDR)
Basic threat protection provided by traditional antivirus platforms is no longer enough to protect
business systems from the everyday threats to core technology systems. LayerCake’s EDR solution
provides autonomous, AI-driven protection to client endpoints keeping minimizing the threat of
ransomware, memory exploits, and behavior-based attack detections.
The LayerCake team monitors, manages, and responds to EDR alerts to minimize risk and maximize
uptime.

Managed Detection and Response (MDR)
Having an EDR product alone helps to minimize risk, LayerCake takes it a step further and has partnered
its internal cybersecurity experts with a 3rd-party SOC to provide true 24/7 managed detection and
response to client endpoints. This allows for a combination of network visualization, tradecraft
detection, and endpoint security to rapidly detect and neutralize lateral movement should a bad actor
obtain access to the client environment.
LayerCake engineers work in tandem with the SOC to investigate and respond to suspicious events.
Exclusions:
• Response actions beyond containment (e.g., forensics, data restoration)
• Support for Linux platforms not included
If an event reaches a level where LayerCake recommends referring the event to a cyber liability
insurance provider, all remediation and recovery efforts will be considered time and materials and a
SOW will be provided outlining expectations, regardless of Client having a current cyber liability
insurance policy.

21

Managed Services Catalog
Vulnerability Scanning
New vulnerabilities are disclosed daily, and threat actors increasingly exploit unpatched systems and
misconfigurations. LayerCake’s service ensures you stay ahead by detecting these issues early and
supporting you with actionable recommendations that align with your regulatory and security goals
(HIPAA, CJIS, NIST, etc.).
Our Vulnerability Scanning service provides proactive identification of known security weaknesses across
your network, systems, and applications. We routinely scan your environment for Common
Vulnerabilities and Exposures (CVEs), configuration flaws, and missing patches—then provide prioritized
remediation guidance to reduce risk before attackers can exploit it.
LayerCake will complete quarterly scans of your internal assets and produce a report including the
identification and risk score of known CVEs. Support from our security team with help interpret and act
on findings, building a remediation statement of work as needed.
Exclusions:
• Remediation (patching, reconfiguration, etc.) is not included, but may be scoped separately
• Web application and API scanning is not included
• This is not a penetration test or red team engagement; it identifies known vulnerabilities, not
unknown or zero-day threats

Vulnerability Remediation
LayerCake’s Vulnerability Remediation Support service provides hands-on technical assistance to address
and resolve identified vulnerabilities from our scanning efforts. Offered on a monthly block-of-hours
basis, this service helps ensure timely patching, configuration updates, and security hardening.
Scanning for vulnerabilities is only half the battle. Without structured and timely remediation, risk
persists. This service bridges that gap by providing execution of prioritized fixes, improving your security
posture and supporting compliance goals.
Included is a monthly block of dedicated remediation hours (customizable in 5, 10, 20+ hours per month)
for hands-on patching and system updates based on the results of the vulnerability scanning results and
working from critical to low in CVE classification. A monthly summary report detailing the work
completed and outstanding actions will be provided.
Exclusions:
• Projects requiring more than allocated monthly hours will be scoped separately
• Custom application code review or remediation
• Client-owned systems outside of management scope (e.g., third-party SaaS platforms)
• Urgent zero-day remediation requiring 24/7 turnaround (may require after-hour fees)

22

Managed Services Catalog
Multifactor Authentication
Multifactor Authentication (MFA) service strengthens your access security by requiring a second layer of
identity verification before granting access to critical systems.
Passwords alone are no longer enough. MFA dramatically reduces the risk of compromised accounts
caused by phishing, credential stuffing, and brute-force attacks. It's also a core requirement for many
compliance frameworks (CJIS, HIPAA, NIST, etc.) and cybersecurity insurance policies.
LayerCake delivers a reliable, flexible MFA solution that protects your Microsoft 365 environment, local
desktops, remote VPN access, and other sensitive applications.
During scoping of the services SOW clients can choose the level of deployment that would like deployed
to their environment. Changing the desired level of deployment in the future may incur additional
project implementation costs.
Deployment Options (choose one or more):
• Microsoft 365 / Azure AD – Secure email, Teams, OneDrive, and other cloud apps
• Windows Desktop Logins – MFA for workstation access, ideal for high-risk or remote users
• VPN / Remote Access – Add MFA to existing VPN solutions to ensure only verified users connect
Exclusions:
• Does not include remediation of unrelated identity, email, or device configuration issues
• Licensing for third-party MFA tools not included in the scope of work
• Custom application integrations not included unless scoped as a separate project
• Cost of any hardware authentication devices (e.g., Yubikey)

23

Managed Services Catalog
Cloud Managed Detection and Response
LayerCake’s Cloud Account Managed Detection & Response (MDR) service extends advanced threat
detection and response to your Microsoft 365 environment by partnering up with our 3rd-party SOC to
deliver our Cloud Response solution.
By continuously monitoring account activity, logins, and behavioral anomalies, this service helps detect
and contain threats like business email compromise (BEC), credential abuse, and unauthorized access
before they cause real damage.
Microsoft 365 is a top target for attackers seeking to hijack accounts, exfiltrate data, or launch phishing
campaigns. Traditional email security tools often miss post-login threats or insider misuse. Cloud Account
MDR fills that gap with 24/7 behavioral monitoring, threat correlation, and real-time SOC intervention.
Exclusions:
• Response actions beyond containment (e.g., full email forensics, data restoration) are not
included
• Support for third-party cloud platforms (Google Workspace, Dropbox, etc.) not included
• Service focuses on account-level threats; malware or phishing detection should be layered with
other solutions like LayerCake’s Advanced Email Protection

Advanced Email Protection
LayerCake’s Advanced Email Protection service leverages an industry-leading AI-powered email security
platform to stop phishing, business email compromise (BEC), and social engineering attacks before they
reach your users. Combining real-time threat detection, automated remediation, and crowd-sourced
intelligence, this solution adds a critical layer of protection beyond Microsoft 365’s native defenses.
Email remains the most common attack vector—and standard spam filters can’t keep up with modern
threats. Whether it’s a well-crafted phishing message or a compromised vendor account, LayerCake
helps identify and shut down malicious messages faster, minimizing risk and user impact.
Exclusions:
• Does not include manual investigation of non-malicious user-reported emails
• Does not scan attachments for malware
If an event reaches a level where LayerCake recommends referring the event to a cyber liability
insurance provider, all remediation and recovery efforts will be considered time and materials and a
SOW will be provided outlining expectations, regardless of Client having a current cyber liability
insurance policy.

24

Managed Services Catalog
Simulated Phishing
Simulated Phishing campaigns put your team's readiness to the test by mimicking real-world phishing
attacks. Powered by LayerCake’s platform, we deliver expertly crafted, randomized phishing emails to
your users; tracking who opens, clicks, or reports the messages to gauge vulnerability and improve
awareness.
Testing is critical. Simulated phishing campaigns help identify high-risk users, reinforce training, and
demonstrate progress over time. It’s also a core expectation for many auditors, insurers, and
cybersecurity frameworks.
LayerCake’s service includes monthly phishing simulations or varying difficulty to mimic real-world
threats and provides automatic feedback and corrective training for users who fall for simulations.
Exclusions:
• Does not include manual review of individual simulation performance outside of reports
• Customized phishing templates

Security Awareness Training
Cybersecurity is not just about tools; your people need to know how to recognize and respond to
threats. This training helps reduce human error, support compliance requirements, and build a more
security-conscious culture across your organization.
LayerCake’s Security Awareness Training service empowers your employees to become your first line of
defense. Delivered through the LayerCake platform, this ongoing training program delivers short,
engaging microlearning modules directly to users’ inboxes, focusing on topics like phishing, password
hygiene, data handling, and more.
Exclusions:
• Does not include instructor-led training or security policy documentation
• Custom content development outside of existing platform library is not included

25

Managed Services Catalog
Firewall as a Service (FWaaS)
Firewalls are the first line of defense against unauthorized access, malware, and malicious traffic. But
managing them effectively requires constant tuning, firmware updates, and threat intelligence; tasks
many internal teams struggle to prioritize. Our FWaaS model ensures you're always up-to-date and
secure without lifting a finger.
LayerCake’s Firewall as a Service offers a fully managed perimeter security solution that includes
enterprise-grade hardware, software licensing, and 24/7 management. We deliver, configure, and
support the firewall infrastructure so you can stay protected from external threats without the burden of
ownership or maintenance.
Included is the next-gen firewall hardware, licensing, and provisioning. Beyond the initial deployment the
service includes firmware updates, proactive patching management and day-to-day support of the
device including rule and policy management.
Exclusions:
• Hardware and licensing for firewalls used outside of the FWaaS offering
• SD-WAN configuration or advanced application-layer filtering not included unless scoped
• Internet circuit procurement and ISP troubleshooting are not included

Backup as a Service (BaaS)
LayerCake’s Backup as a Service (BaaS), delivers enterprise-grade business continuity and disaster
recovery (BCDR) through a fully managed, image-based backup platform. We provide and maintain the
appliance, handle all licensing, and manage the backup infrastructure; ensuring your critical systems and
data are protected, monitored, and rapidly recoverable.
Downtime is costly. Whether caused by ransomware, hardware failure, or human error. LayerCake’s
platform not only backs up your systems but enables near-instant virtualization of those systems locally
or in the cloud, allowing your business to keep operating, even in a disaster scenario.
Depending on internet upload speed and data footprint (a minimum upload speed of 5MB is generally
required) data is synced with our cloud repositories daily. Clients are responsible for providing an
adequate upload speed through their internet service provider to allow backups to replicate offsite in a
timely manner, less than adequate speeds or interruptions of internet service may delay or prevent
offsite syncing.

26

CITY OF GARDEN CITY

CITY COUNCIL AGENDA ITEM
REQUEST FORM
Submitted To:
Submitted By:

Tim Gibbons, City Manager
Zac King, Technology

BID/CONTRACT
BOARD APPOINTMENT
CEREMONIAL
EXECUTE AGREEMENT
FEE WAIVER
LIQUOR LICENSE
NEW/AMENDED ORDINANCE
ON-STREET SALES
OTHER

Date:

9/9/2026

OFFICE USE ONLY
ITEM # 11B5
Council Meeting of
DATE: 9/14/2026

ACTION REQUESTED
PERMIT
X
PD CHANGE OF USE
PD SITE PLAN
PRESENTATION
PROCLAMATION
RESOLUTION
REZONING
SUPP/TRF APPROPRIATION
PUB HEARING REQUIRED

TITLE / DESCRIPTION OF ITEM (IF ORDINANCE, CITE TITLE/CHAPTER/SECTION(S))

Microsoft Office 365 Licenses
PROPOSED RESOLUTION
To approve the attached agreement with LayerCake, the city’s technology consultants, regarding the
renewal of our Microsoft Office 365 licenses in an amount of $39,954.00

Fiscal Year
2026-27

FINANCIAL IMPACT
G/L Acct. Number
101-265-809.000

Amount
$39,954.00

(General Gov’t Services –
Contractual)

REVIEW CHECKLIST
DEPARTMENT(S):
FINANCIAL:
COMMISSION(S):
CITY ATTORNEY:
CITY MANAGER:

Zachary King

DATE:
DATE:
DATE:
DATE:
DATE:

9/9/2026

OFFICE OF

COMMUNICATIONS

Garden City Civic Center
6000 Middlebelt Road
Garden City, Michigan 48135

Phone: 734-793-1669
www.GardenCityMI.org

Zachary King, Parks, Recreation, & Communications Director
[email protected]

September 9, 2026
The quote attached is from LayerCake Technologies, the City’s technology consultant, for the annual renewal of the
City’s Microsoft Office 365 licenses. This is a routine purchase made each year to maintain the software and email
services necessary for City operations.
These licenses provide employees with access to City email through Outlook, along with Microsoft Office 365
applications and services such as Word, Excel, PowerPoint, Access, Teams, and other productivity tools.
Microsoft offers several licensing levels based on an employee’s software and access needs. The City currently utilizes
three license types: G3, G1, and Exchange Plan 1.
For the upcoming renewal, the City received an average per-license cost increase of approximately 6.55% compared to
last year. Despite the increase in individual license costs, the City’s total Microsoft licensing expense will be
approximately $1,580 less than last year. This savings was achieved by reducing the overall number of licenses and
continuing to review employee needs and move employees who do not require the features of a higher-tier license to a
lower-cost licensing option.
Purchasing the licenses through LayerCake Technologies also allows the City to take advantage of discounted bulk
pricing available through LayerCake’s Microsoft licensing program. Staff continues to evaluate license assignments to
ensure employees have the appropriate level of access while minimizing unnecessary software costs.
This annual renewal is necessary to maintain employee email and Microsoft Office 365 services and represents a routine
operating expense. Staff recommends approval of the attached quote from LayerCake Technologies for the City’s
Microsoft Office 365 licensing for the upcoming year.

Recommended Action:

To approve the attached agreement with LayerCake, the city’s technology consultants, regarding the renewal
of our Microsoft Office 365 licenses in an amount of $39,954.00

Zachary King
Communications & Technology

At LayerCake Technologies, our focus is on delivering technology solutions that directly
support your business objectives. The items outlined in this quote have been thoughtfully
selected to align with your current needs while positioning you for long-term success. If
you have questions, would like clarification, or want to explore alternatives approaches,
your LayerCake team is always available to help ensure the right fit.
Please note that all hardware pricing reflected in this quote is an estimate based on
current supplier costs and is subject to change. Given today's fluctuating economic
environment — including shifting tariffs, supply chain constraints, and manufacturer
pricing adjustments — we cannot guarantee these figures until a purchase order is
confirmed. We will notify you of any material price changes before proceeding.

Quote
LayerCake
8044 Montgomery Road, Ste 510
Cincinnati, OH 45236
United States
T: 855.345.CAKE (2253)

Prepared for

Quote #

50998

Date

08/26/2026

Expires

08/28/2026

Contact

Mark Crase

City of Garden City
Zachary King
6000 Middlebelt Road
Garden City, MI 48135
United States

ACCEPT QUOTE

T: 734-793-1600
E: [email protected]

MW - COGC - 365 Renewal
One-Time Fees
Item

Qty

Price

Total

MST-NCE-YFE-C100-AA

115

$303.60

$34,914.00

5

$48.00

$240.00

40

$120.00

$4,800.00

Office 365 G3 (GCC) - Annual Commit/Annual
MST-NCE-ATK-C100-AA
Exchange Online (Plan 1) (Governmental Community Cloud Pricing)
MST-NCE-VK6-C100-AA
Office 365 G1 (GCC) - Annual Commit/Annual
Please contact us if you have any questions.

One-Time Subtotal

$39,954.00

MI STATE TAX (6%)

$0.00

Total One-Time

$39,954.00 USD

ACCEPT QUOTE

Cost Breakdown
Category
SFT-Software / SFT8-MST CSP ANN
MI STATE TAX
Total

One-Time Fees
$39,954.00
—
$39,954.00 USD

*PRICING*

LayerCake - Quote # 50998

2/3

Quote
This quote is subject to our Terms of Services. In addition, please note that all hardware pricing reflected in this quote is an estimate based on current supplier
costs and is subject to change. Given today's fluctuating economic environment — including shifting tariffs, supply chain constraints, and manufacturer pricing
adjustments — we cannot guarantee these figures until a purchase order is confirmed. We will notify you of any material price changes before proceeding.
*PAYMENT TERMS*
LayerCake Technologies reserves the right, at its sole discretion, to require a down payment or deposit prior to the commencement of any services or
the delivery of any products under this quote. Any applicable down payment amount and terms will be communicated to Customer prior to project
start.
Hardware Projects (Labor ≥ $5,000): 50% of labor and 100% of hardware invoiced upon hardware receipt; remaining 50% of labor invoiced upon
project completion.
Labor-Only Projects (Labor ≥ $5,000): 50% of labor invoiced upon project start; remaining 50% of labor invoiced upon project completion.
Hardware Projects (Labor < $5,000): 100% of labor and 100% of hardware invoiced upon hardware receipt.
Labor-Only Projects (Labor < $5,000): 100% of labor invoiced upon project start.
*ACKNOWLEDGEMENT*
By signing this quote, I confirm that I have the authority to place this order on behalf of my organization. I understand that all hardware and software is quoted
with standard manufacturer warranty only, unless otherwise specified. LayerCake Technologies reserves the right to cancel orders arising from pricing errors
or other inaccuracies.
*TAXES*
Sales tax is estimated at the time of quoting. Actual Sales Tax will be calculated and reflected on the LayerCake Technologies invoice.

LayerCake - Quote # 50998

3/3

CITY OF GARDEN CITY

CITY COUNCIL AGENDA ITEM
REQUEST FORM
OFFICE USE ONLY
Submitted to:

Tim Gibbons, City Manager

Submitted by:

Zackary King, Parks and
Recreation Director

Date: 09/09/2026
ITEM #

11B6

Council Meeting of
DATE: 9/14/26

BID/CONTRACT
BOARD APPOINTMENT
CEREMONIAL
EXECUTE AGREEMENT
FEE WAIVER
LIQUOR LICENSE
NEW/AMENDED ORDINANCE
ON-STREET SALES
OTHER

ACTION REQUESTED
X
PERMIT
PD CHANGE OF USE
PD SITE PLAN
PRESENTATION
PROCLAMATION
RESOLUTION
REZONING
SUPP/TRF APPROPRIATION
PUB HEARING REQUIRED

TITLE / DESCRIPTION OF ITEM (IF ORDINANCE, CITE TITLE/CHAPTER/SECTION(S))

The Senior Alliance Contract Agreement 2027-2029
PROPOSED RESOLUTION
To approve the attached contract with The Senior Alliance and accept $13,570 per year in
grant funding to support senior center staffing and health and wellness programming at the
Radcliff Community Center.

Fiscal Year
2026-27

FINANCIAL IMPACT
G/L Acct. Number
REV 101-758

Amount
$13,570.00

REVIEW CHECKLIST
DEPARTMENT(S):
FINANCIAL:
COMMISSION(S):
CITY ATTORNEY:
CITY MANAGER:

Zachary King

DATE:
DATE:
DATE:
DATE:
DATE:

09/09/2026

OFFICE OF

PARKS & RECREATION

Radcliff Center
1751 Radcliff Street
Garden City, Michigan 48135

Phone: 734-793-1600
www.GardenCityMI.org

Zachary King, Director
[email protected]

September 9, 2026
TO: Tim Gibbons, City Manager
FROM: Zachary King, Parks Director
SUBJECT: The Senior Alliance Contract Agreement 2027-2029
Attached for your consideration is the annual agreement between the City of Garden City and The Senior Alliance for
funding to support senior services and programming at the Radcliff Community Center.
The Senior Alliance has been a longstanding partner of the City of Garden City and continues to provide valuable
financial support that allows the City to maintain and expand programs and services for our senior population.
Under this agreement, the City will receive a total of $13,570 in grant funding, consisting of:
 $8,600 for Senior Center staffing
 $4,970 for Disease Prevention and Health Promotion programming
The $8,600 in staffing funding helps offset the cost of the City's Senior Coordinator at the Radcliff Community Center.
Our Senior Coordinator plays an important role in the daily operation of our senior programming, including coordinating
activities, special events, trips, fitness programs, educational opportunities, and other services that help keep our senior
residents active and engaged in the community.
The additional $4,970 in Disease Prevention and Health Promotion funding helps support health and wellness programs
offered through the Senior Center, including programs such as Tai Chi and Arthritis Exercise classes. These programs
provide seniors with affordable and accessible opportunities to remain physically active while focusing on mobility,
balance, flexibility, and overall wellness.
The continued support provided by The Senior Alliance helps the City offer a diverse range of senior programs while
reducing the amount of General Fund dollars necessary to provide these services. This partnership has been an important
part of the City's senior programming for many years, and staff recommend continuing the agreement.
Recommended Action:
To approve the attached contract with The Senior Alliance and accept $13,570 in grant funding to support senior center
staffing and health and wellness programming at the Radcliff Community Center.

Thank You for the consideration,

Zachary King
Parks Director

The Senior Alliance, Area Agency on Aging 1-C
Fiscal Years 2027-2029 Contract for Services to the Aging
COVER SHEET
Contractor
Name:
Address:
Email:

City of Garden City, Michigan - Radcliff Center
1751 Radcliff St.
[email protected]

Federal ID:
Phone Number:

734-793-1850

Fax Number:
NPI:
Geographic
Boundaries of
Service Areas:

Wayne County, MI

Status:

Private Non-Profit

Minority
Owned:

Yes

✔

No

Female Owned:

Yes

✔

No

Private For-Profit

✔

Public

APPROVED FUNDING
City of Garden City
_____________________
Service(s) Provided
Contracted Service(s)

CONTRACTED
AMOUNTS

RATE

UNITS

Senior Center Staffing

$8,600

$22.00

391

Disease Prevention Health Promotion - Tai Chi

$1,680

$35.00

48

Disease Prevention Health Promotion - AFE

$3,290

$35.00

94

Page 1 of 49
TSA Contract for Services to the Aging FY 2027-2029

The Senior Alliance, Inc.
Fiscal Years 2027-2029 Contract For Services To The Aging
Table Of Contents
SECTION ONE: CONTRACT
1.1
Service Eligibility
1.2
Federal and State Requirements
1.3
Incorporation of Other Documents; Precedence
1.4
Policies and Procedures
1.5
Advisory Council

6
6
6
6
7
7

SECTION TWO: SERVICES
2.1
Identification of Services
2.2
Population to be Served
2.3
General Performance Standards
2.4
Staff and Facilities
2.5
Training
2.6
Client Intake Procedures
2.7
Client Feedback
2.8
Client Grievance System
2.9
Linkages
2.10 Service Providers

7
7
7
8
8
8
8
8
8
9

SECTION THREE: CONTRACT TERM
3.1
Term
3.2
Commencement of Performance

9
9
9

SECTION FOUR: PAYMENT
4.1
Basis of Payment
4.2
Budget; Maximum Payment
4.3
Program Income
4.4
Contractor Match
4.5
Donations; Means Test
4.6
Other Funding
4.7
Non-availability of Government Funds or Changes in Regulations
4.8
Budget Changes
4.9
Non-allowable Expenditures
4.10 Obligations

9
9
9
9
9
10
10
10
10
11
11

SECTION FIVE: REIMBURSEMENT PROCEDURES
5.1
Monthly Reimbursement
5.2
Variances; Reprogramming
5.3
Due Dates

11
11
11
12

Page 2 of 49
TSA Contract for Services to the Aging FY 2027-2029

SECTION SIX: PERSONNEL STANDARDS
6.1
Employment
6.2
Non-Discrimination Policy
6.3
Criminal Background and Other Checks
6.4
Documentation of Criminal Background Checks
6.5
Public Agency Requirements
6.6
Environment Protection Policies
6.7
Anti-Lobbying Act
6.8
Whistleblower Protections
6.9
Conflict of Interest

12
12
12
13
16
16
16
17
17
17

SECTION SEVEN: DEBARMENT, SUSPENSION, EXCLUSION, OR
DISQUALIFICATION
7.1
Debarment
7.2
Verification
7.3
Representation and Warranty

17
17
18
18

SECTION EIGHT: TSA ASSISTANCE AND MONITORING
8.1
Assistance and Monitoring

18
18

SECTION NINE: REPORTS; BOOKS AND RECORDS; FINANCIAL
PROCEDURES
9.1
Reports
9.2
On Site Reviews
9.3
Preservation
9.4
Retention, Ownership
9.5
Audits Information
9.6
Protection of Client Records (Confidentiality)
9.7
Confidential Information
9.8
Client Lists
9.9
Accounting Practices and Procedures
9.10 Overpayments
9.11 False Claims

18
18
19
19
19
19
19
20
21
21
21
22

SECTION TEN: PROPERTY
10.1 Property Management
10.2 Inventory and Documentation
10.3 Regulations

22
22
22
22

SECTION ELEVEN: INSURANCE; INDEMNITY; DISCLOSURE
11.1 Insurance
11.2 Indemnity
11.3 Disclosure

22
22
24
25

SECTION TWELVE: PUBLICITY AND PUBLICATIONS
12.1 Publicity

25
25

Page 3 of 49
TSA Contract for Services to the Aging FY 2027-2029

12.2
12.3
12.4
12.5

Acknowledgment
Photographs
Copies
Publication Rights

25
25
25
25

SECTION THIRTEEN: PROBATION; SUSPENSION; TERMINATION;
RIGHT TO HEARING
13.1 Probation
13.2 Suspension
13.3 Termination by TSA for Cause
13.4 Termination by TSA Without Cause
13.5 Termination by Contractor

26
26
26
29
29
30

SECTION FOURTEEN: CLOSE OUT PROCEDURES
14.1 Close Out
14.2 Final Report
14.3 Survival of Terms
14.4 Cooperation
14.5 Returns
14.6 Disallowed Costs

30
30
30
30
31
31
31

SECTION FIFTEEN: REMEDIES AND CLAIMS/LIMITATIONS
PERIOD/ARBITRATION
15.1 Remedies and Claims/Limitations Period
15.2 Arbitration

31
31
31

SECTION SIXTEEN: GENERAL
16.1 Independent Contractors
16.2 Settlement and Satisfaction
16.3 Subcontractors
16.4 Exhibits; Complete Contract
16.5 Amendment
16.6 Administrative Revisions
16.7 Notices
16.8 Approval
16.9 Severability
16.10 Waivers
16.11 Headings
16.12 Due Authorization and Capability
16.13 Choice of Law
16.14 Exhibits

32
32
32
33
33
33
34
34
34
35
35
35
35
35
35

Exhibit A: Business Associate Agreement
Exhibit B: Conflict of Interest Policy and Statement
Exhibit C: Compliance with Insurance Requirements

37
47
49

Page 4 of 49
TSA Contract for Services to the Aging FY 2027-2029

The Senior Alliance, Area Agency on Aging 1-C
Fiscal Years 2027-2029 Contract for Services to the Aging
AUTHORIZED PERSONNEL FORM

Contractor confirms that each of the persons listed below (each an “Authorized Person”) is
authorized to sign contracts, amendments, requests for reimbursement, and other related
agreements with and correspondence to TSA. Changes to the list of Authorized Persons can be
made only by written notice, signed by an Authorized Person, to TSA, provided that the deletion of
an Authorized Person shall not invalidate any document executed by the deleted individual prior
to TSA’s receipt of the written notice advising TSA of his/her deletion.

NAME

TITLE

EMAIL

PHONE

Tim Gibbons City Manager [email protected] 734-793-1600
[email protected] 734-793-1600
Lauren Minch
HR
[email protected] 734-793-1850
Zachary King
Parks & Recreation Director

Page 5 of 49
TSA Contract for Services to the Aging FY 2027-2029

SIGNATURE

The Senior Alliance, Inc.
Fiscal Years 2027-2029 Contract For Services To The Aging
Supported By Federal And State Funds
October 1, 2026
This contract (“Contract”) is made effective as of_________________________
(“Effective Date”)
by and between The Senior Alliance, Inc., ("TSA") a Michigan nonprofit corporation whose
address
is
3200
Greenfield
Rd
Suite
100
Dearborn,
MI
48120
and
City of Garden City, Michigan
_______________________________________,
hereinafter referred to as “Contractor,” whose
address is specified on the Cover Sheet to this Contract.

WHEREAS, TSA has received a grant from the Michigan Bureau of Aging, Community Living,
and Supports ("ACLS") for the planning and development of regional services to the aging
pursuant to the Older Americans Act of 1965, as amended (the "Federal Act"), and the Older
Michiganians Act of 1981, as amended (the "Michigan Act") and has adopted the 2027-2029 TSA
Area Plan/Annual Implementation Plan (the "AP/AIP") to implement the grant;
WHEREAS, Contractor has submitted one or more proposals for service provision to TSA and
wishes to provide those services on the terms and conditions set forth in this Contract; and
WHEREAS, TSA has accepted one or more proposals for service provision from the Contractor
and desires to engage Contractor to provide those services on the terms and conditions set forth
in this Contract.
NOW, THEREFORE, the parties to this Contract agree as follows:
SECTION ONE: CONTRACT
1.1

Service Eligibility. Services will be provided to only persons living in TSA service area (34
communities in Southern and Western Wayne County) who meet the service criteria
specified in the ACLS Operating Standards, regardless of race, color, religion, disability,
sex, gender identity, gender expression, sexual orientation, height, weight, veteran status,
marital status, or national origin, as defined by applicable state and federal laws and
regulations.

1.2

Federal and State Requirements. This Contract is made to implement the objectives of
the Federal Act and the Michigan Act and is funded entirely by federal and state monies
received by TSA for those purposes. Accordingly, this Contract is conditioned upon TSA’s
receipt of such funds. This Contract is subject to and will be performed in accordance, and
Contractor and all permitted subcontractors shall at all times comply, with the following:
(a) all applicable federal and state statutes and regulations including, without limitation,
the Federal Act and the Michigan Act, and all rules and regulations promulgated pursuant
thereto and all licensure requirements; (b) the policies of the Administration on Aging and
the ACLS; and (c) the MYP/AP/AIP approved by ACLS. In the event of any amendment
or addition to the Federal Act or the Michigan Act or any ACLS approved amendment to
the minimum standards applicable to service providers, this Contract shall be deemed
amended automatically.

1.3

Incorporation of Other Documents; Precedence. All attached Exhibits, the Request(s) for
Proposal (the "RFP") issued by TSA, and Contractor's proposal(s) for each service
covered by this Contract (collectively, “the Proposals”) all are incorporated by reference

Page 6 of 49
TSA Contract for Services to the Aging FY 2027-2029

as materials terms of this Contract. In the event and to the extent of any conflict between
the terms of this Contract instrument and the terms of the RFP or of the Proposals, the
terms of this Contract shall supersede and control. In the event and to the extent of any
conflict between the terms of any exhibit to this Contract and the terms of the RFP or of
the Proposals, the terms of the exhibit to this Contract shall supersede and control. In the
event and to the extent of any conflict between the Proposals and the terms of the RFP,
the terms of the RFP shall supersede and control.
1.4

Policies and Procedures. Contractor must adhere to, and is responsible for ensuring that
all permitted subcontractors adhere to and perform this Contract in accordance with, all
ACLS Standards and all TSA Policies, Procedures, and Protocols including, without
limitation, those pertaining to insurance and background checks. As used in this Contract,
“ACLS Standards” means the ACLS Operating Standards for Service Programs, the ACLS
Service Specific Standards, and the ACLS Operating Standards for Area Agencies on
Aging, collectively, all as amended from time to time. As used in this Contract, “TSA’s
Policies, Procedures, and Protocols” or “PPP” mean all of TSA’s policies, procedures, and
protocols, including but not limited to, (i) TSA’S clinical protocols and policies regarding
access to, timeliness of, and the scope, intensity and duration of Service; (ii) TSA’s written
policies, procedures, and protocols, whether maintained in writing or on TSA’s website;
(iii) TSA’s utilization management and review programs; and (iv) TSA Operational
Guidelines including, without limitation, TSA’s Operational Guidelines for Purchase of
Service Providers, all as amended from time to time. TSA’s PPP also shall govern with
respect to any issue or topic not specifically addressed in this Agreement. ACLS Operating
Standards can be found on TSA’s website at www.thesenioralliance.org under the
“Providers” section.

1.5

Advisory Council. All contractors who are in receipt of one million dollars or more of
grant money from The Senior Alliance must and will have at least one representative
serve on TSA’s Advisory Council. In addition, ACLS requires at least one nutrition
provider representative to serve on the Advisory Council. If designated by TSA, a
nutrition provider contractor must and will serve on the Advisory Council.

SECTION TWO: SERVICES
2.1

Identification of Services. Contractor will perform those services specified on page 1 of
this Contract (the “Services”).

2.2

Population to be Served.
a) All persons within Contractor’s service area (34 communities in Southern and Western
Wayne County) aged sixty (60) years and over ("Seniors") who meet the criteria
established by ACLS for Services pursuant to this Contract and others meeting specific
eligibility criteria for specific programs will be eligible for Services.
b) If Contractor is awarded two or more contracts by TSA, Contractor shall not restrict
the provision of its services under one contract to the recipients of its services under
any
other
of
its
contracts, nor grant
any
preference
to
such
recipients. The recipients of Contractor’s services under each contract shall be based
solely on program eligibility requirements and services pursuant to each such contract
shall be made available equally to all eligible individuals living in Contractor's
service area.

Page 7 of 49
TSA Contract for Services to the Aging FY 2027-2029

c) Those Seniors who are in the greatest economic and social need, particularly lowincome minority individuals, will be given priority consideration as service recipients
by Contractor.
d) At a minimum, each Contractor must have a plan for targeting service to economically
needy, socially needy, and low-income minority clients. Additionally, each Contractor
must attempt to provide Services to economically needy, socially needy, and lowincome minority clients in numbers greater than the relative percentage to the total
elderly population within Contractor's service area.
e) Seniors who are members of Native American tribes and organizations in greatest
economic and social need within Contractor's service area will receive Services
equivalent to those received by non-Native American Seniors.
2.3

General Performance Standards. Contractor will render Services in the manner described
in, and in accordance with, this Contract, the ACLS Standards, and TSA’s PPP. Services
will be provided on a timely basis and in a professional, competent manner.

2.4

Staff and Facilities.
a) Contractor will maintain sufficient staff, facilities, and equipment to deliver the
Services. Contractor will notify TSA in the event that it is unable or appears likely to
be unable to maintain sufficient staff, facilities and equipment to provide the Services,
but such notice will not excuse any failure to perform the Services.
b) Contractor will provide bilingual personnel in service areas where non-English or
limited English speaking Seniors number 250 or more or constitute at least five percent
(5%) of the Senior population, whichever is less.

2.5

Training. Contractor's staff will participate, on a reasonable basis consistent with its
budget and staffing, in applicable training programs offered by TSA. Contractor may also
be required to attend conferences, events, and/or meetings corresponding to the services
funded by this Contract. This includes nutrition providers attending the Nutrition Summit
held by ACLS on an annual basis.

2.6

Client Intake Procedures. Contractor will establish, maintain and utilize National Aging
Program Information System (NAPIS) standard client intake procedures, which enable
TSA to obtain and report information to ACLS and other information required to fulfill its
responsibilities under the Federal Act and the Michigan Act.

2.7

Client Feedback. Contractor will establish and utilize a mechanism acceptable to TSA, to
obtain, on a comprehensive and representative basis, the views of recipients of Services
about the quality of Services received.

2.8

Client Grievance System. Contractor will establish and administer a grievance procedure,
acceptable to TSA, to address complaints from recipients of Services.

2.9

Linkages. Contractor will establish and maintain linkages with other area service
providers, including voluntary organizations, for continuity of services, especially in order
to address the comprehensive range of needs a recipient may present. Contractor will
advise referral and/or case coordination and support agencies of minimum eligibility
requirements for Services.

Page 8 of 49
TSA Contract for Services to the Aging FY 2027-2029

2.10

Service Providers. Nothing in this Contract shall be deemed to grant Contractor any
exclusive right to provide Services, nor shall it restrict the right of TSA to enter into other
similar contracts or to contract with any other individual or entity for the same or similar
Services or for any other purpose, whatsoever.

SECTION THREE: CONTRACT TERM
3.1

Term. The term of this Contract is three years, commencing on October 1, 2026, and
ending at 11:59 p.m. local time on September 30, 2029 (“Term”), unless sooner terminated
in accordance with the terms of this Contract, including, but not limited to, the remaining
provisions of this Section 3, the provisions of Section 4.7, and the provisions of Section
13. The foregoing notwithstanding, continuation of this Contract during its Term shall be
conditioned upon Contractor’s full compliance with all of the terms and conditions of this
Contract.

3.2

Commencement of Performance. Contractor will begin delivery of Services no sooner
than the Term start date specified in section 3.1 above (“Commencement Date”).
Contractor must attain maximum service delivery capacity within thirty (30) days after the
Commencement Date unless TSA approves a later date in writing. Contractor’s delivery
of services must be consistent with the RFP and in accordance with this Agreement.
Except as required by the express terms of this Contract, Contractor will not extend
Services beyond the Contract Term without TSA’s prior written approval.

SECTION FOUR: PAYMENT
4.1

Basis of Payment. TSA shall reimburse Contractor for Services on a fixed rate basis as
specified on page 1 of this Contract.

4.2

Budget; Maximum Payment. The total budget for Services and the maximum amount TSA
will pay Contractor for Services are set forth on page 1 of this Contract. Unit and funding
totals stated on page 1 must be utilized within the applicable fiscal year.

4.3

Program Income.
a) "Program Income" is income which is dependent on the availability of funds from
ACLS. Contractor will account for and spend all Program Income as budgeted in TSA’s
approved budget and in accordance with TSA’s PPP and the additive alternative as
defined in the ACLS Standards ("Additive Alternative"). Without limitation, Program
Income will be applied to allowable costs of Services, including without limitation those
through which it has generated, to increase or expand the Services.
b) Any variance of ten percent (10%) or more in the spending of Program Income must
be explained in writing to TSA within the earlier of thirty (30) calendar days after the
end the quarter in which the spending variance occurred or ten (10) days after a
request by TSA for an explanation.

4.4

Contractor Match. The local match set forth in TSA approved budget represents at least
fifteen percent (15%) of the sum of the total local match and Title III and/or state funds to
be received by Contractor for the Services. This amount constitutes the minimum
expenditure of local funds that must be maintained by Contractor to remain eligible for the

Page 9 of 49
TSA Contract for Services to the Aging FY 2027-2029

maximum amount payable by TSA for Services. Contractor will account for and spend the
minimum local match budgeted in TSA approved budget.
4.5

Donations; Means Test.
a) With respect to social and nutrition Services, Contractor projects that it will receive
donations from recipients in the amount set forth in TSA approved budget. Contractor
will afford all recipient seniors the opportunity to contribute freely and voluntarily to all
or part of the cost of such services. Contractor will protect the privacy of seniors with
respect to their contributions. Contractor will establish procedures to safeguard and
account for all contributions and ensure that Program Income earned for services is
used to expand those services or as budgeted in TSA approved budget.
b) Contractor will not use means tests to determine eligibility of seniors for services or to
deny or limit services to seniors unless specifically allowed to do so by state or federal
law.

4.6

Other Funding. Contractor will solicit funds and other support from public and private
sources to support its functions as provided in TSA approved budget. Upon request,
Contractor will provide TSA with a report of progress achieved in securing funding from
those sources as outlined in Contractor's action plan for procurement of other resources.

4.7

Non-availability of Government Funds or Changes in Regulations. If funds available to
TSA from ACLS, Michigan Department of Health and Human Services (“MDHHS”), the
federal government, or any other source of funding, are decreased or terminated for any
reason or relevant alterations take place in the rules, regulations, laws, or policies with
which TSA must comply, TSA will determine how the remaining available funds will be
allocated between existing contracts and immediately upon notice to Contractor may: (a)
reduce compensation payable to Contractor under this Contract; (b) suspend or terminate
payment in whole or in part to Contractor until such time as the subject payments are
reinstituted to prior levels, provided that Contractor may terminate this Contract in
accordance with Section 13.5; or (c) terminate this Contract pursuant to Section 13.
Without limiting the foregoing, and anything else in this Contract to the contrary
notwithstanding, TSA's obligation to compensate Contractor for Services is limited to
funds TSA has received for such purpose from ACLS, MDHHS, the federal government,
and other sources of funding. Substantial changes in program terms and provisions
occurring after the first or second year that were not clearly set forth in the original RFP
application may require a new RFP and contract.

4.8

Budget Changes.
a) Contractor must obtain prior approval from TSA before making any of the following
budget changes:
i.

Reducing amounts utilized as local match, Program Income, or other resources
earned independently of the availability of ACLS funds ("Other Resources"), or
changing the cost-sharing ratio.

ii.

Incurring any cost which requires prior approval under the cost principles set
forth in sub-part Q of Title 45 of Code of Federal Regulations ("CFR") Part 74.

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iii.

Line-item transfers of either twenty percent (20%) of the total of that line or
$1,000, whichever is greater.

iv.

Contracted rate.

b) Contractor will notify TSA of, and explain to TSA, any other budgetary changes made
by Contractor in advance of making such changes. To do so, Contractor will forward
a completed Budget and Program Modification form to TSA at least ten (10) business
days prior to the date proposed for implementation of such change. TSA will respond
to the proposed Budget and Program Modification within ten (10) business days of its
receipt by TSA, provided that such ten-day requirement shall not apply to any
proposed change that requires TSA Executive Committee or Board approval.
4.9

Non-allowable Expenditures. Any expenditure by Contractor with respect to this Contract
which is not within the approved budget(s) set forth in TSA approved budget, which does
not qualify as an eligible cost pursuant to the Federal Act or the Michigan Act or which is
made in violation of Section 4.8 will not be allowable under this Contract and will be borne
solely by Contractor. If Contractor is unsure whether an expenditure is allowable under
this Contract, it may request approval by TSA prior to incurring the cost.

4.10

Obligations. Contractor obligations, commitments, or encumbrances incurred with respect
to this Contract must be incurred within the Term of the Contract and must be reported in
full to TSA.

SECTION FIVE: REIMBURSEMENT PROCEDURES
5.1

Monthly Reimbursement. Contractor reimbursement payments will be made on the Friday
following the fourth Thursday of every month, subject to the availability of TSA funds and
Contractor’s submission of timely and accurate reports. Reimbursement is on a fixed-rate
basis and will be made only for Services actually provided by Contractor. Contractor will
submit a monthly cash request in a format approved by TSA that shows the actual units
of Services provided, the contracted reimbursement rate, the total reimbursement
requested, and any additional data reasonably requested by TSA, including but not limited
to, a monthly log of Services actually furnished and e documentation of such furnishing in
form(s) and on schedule(s) specified by TSA.

5.2

Variances; Reprogramming.
a) If Contractor's levels of service vary by more than ten percent (10%) of quarterly
patterns specified in TSA approved budget TSA may reduce Services to be provided
by Contractor during the balance of the Contract term and/or Fiscal Year on a prorated
basis.
b) TSA may reduce funds awarded in order to reprogram or redistribute them. Such an
occurrence will be based on projections of Contractor under-spending of at least ten
percent (10%). TSA reprogramming PPP will be applied to this process.
c) If Contractor does not furnish 100% of the contracted Services, it forfeits to TSA
funding for the Services not furnished.
d) If Contractor is a nonprofit organization, any funds received from TSA in excess of
Contractor’s expenditures under this Agreement must be re-budgeted by the program

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TSA Contract for Services to the Aging FY 2027-2029

with TSA's approval. Such excess funds may be used to either expand the number of
units of service to be provided or enhance Contractor’s ability to operate under this
Agreement. Final reimbursement for any fiscal year may be reduced to ensure
compliance with this requirement. This provision is to support the intent of the Federal
Act and the Michigan Nonprofit Corporation Act to have grant funds and Program
Income be used for expansion of Service operations. A nonprofit organization may
earn profit under such this Agreement, provided that all Contract revenue in excess of
Contract expenditures must be used by Contractor to maintain or expand the Service
program.
5.3

Due Dates. Unless otherwise specified by TSA, all Contractor reports must be submitted
on forms furnished or specified by TSA and must be received by TSA no later than the
tenth (10th) day after the end of the period to which the report applies. However, if the tenth
day is not a business day, the report shall be due the first business day thereafter. Late
report submission may result in delayed payment or nonpayment, at the discretion of TSA.
TSA shall not be obligated to pay reimbursement for Services furnished in any month if
the report for that month is not submitted within thirty (30) days after the last day of that
month.

SECTION SIX: PERSONNEL STANDARDS; COMPLIANCE
6.1

Employment. For each program, Contractor shall employ competent and qualified
personnel sufficient to provide Services in accordance with the terms of this Contract.
Contractor must be able to demonstrate an adequate organizational structure including
established lines of authority.

6.2

Non-Discrimination Policy.
a) The selection and promotion of employees shall be based on their aptitude, skill, and
ability to do the job. Contractor will Contractor fully comply with Title VI of the Civil
Rights Act of 1976 (P.A. 453, Section 209) and the requirements imposed by or
pursuant to the Regulations of the Department of Health and Human Services (HHS)
(45 CFR Part 80) issued pursuant to Title VI that no person in the United States shall,
on the ground of race, color, or national origin, be excluded from participation in, be
denied the benefits of, or be otherwise subjected to discrimination under any program
or activity for which the Contractor receives federal or state financial assistance from
TSA (collectively, the “Anti-Discrimination Requirements”), and will take all measures
necessary to effectuate such requirements.
b) If any real property or structure thereon is provided or improved with the aid of federal
or state financial assistance extended to the Contractor for the period during which
such property or structure is used for a purpose for which federal or state financial
assistance is extended, Contractor does not currently have, and will not have, any
commitments or obligations which are inconsistent with compliance with the AntiDiscrimination Requirements and/or any other pertinent federal or state regulation or
policy. Any other agency, organization or party which participates in the performance
of this Contract shall have no such inconsistent commitments or obligations, and all of
Contractor’s and Contractor’s agents’ activities shall be consistent the purpose and
intent of the Anti-Discrimination Requirements.

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TSA Contract for Services to the Aging FY 2027-2029

c) Contractor will not discriminate against any employee or applicant for employment
because of race, color, religion, national origin, sex, age, weight, disability, height,
sexual orientation, gender identity, gender expression, marital status, veteran status,
or any protected status in hiring, promotion, or other employment practices, or because
of misdemeanor arrest record as required by the Elliott-Larsen Civil Rights Act, as
amended. Contractor is committed to following all applicable laws regarding
discrimination.
d) Contractor will comply with the Michigan Persons with Disabilities Civil Rights Act of
1990.
e) Contractor will fully comply with Section 504 of the Rehabilitation Act of 1973, as
amended (29 U.S.C. 794), all requirements imposed by the applicable HHS
regulations (including but not limited to 45 C.F.R. Part 84), and all guidelines and
interpretations issues pursuant thereto, in consideration and for the purpose of
obtaining any and all grants, loans, contracts (except procurement contracts and
contracts of insurance or guaranty), property, discounts, or other financial assistance
extended by ACLS to Contractor after the Effective Date, including installment
payments after such date on account of applications for Financial Assistance which
are approved before such date; Contractor recognizes and agrees that such federal
and/or state Financial Assistance will be extended in reliance on Contractor’s
representations and warranties made in this Contract and that those representations
and warranties obligate Contractor for the period during which federal Financial
Assistance is extended to it by ACLS, or, where the assistance is in the form of real or
personal property, for the period provided for in 45 C.F.R. 84.5(b); and that TSA,
ACLS, and/or HHS each shall have the right to seek judicial enforcement thereof.
f)

Contractor will complete form HHS 441 under Civil Rights Act of 1964.

g) Contractor will comply with equal employment opportunity principles in keeping with
Executive Order 1979-4 governing affirmative action on flow through funds.
h) Contractor will comply with Executive Order 11246, as amended by Executive Order
11375 , Executive Order 12086, as supplemented by 41 CFR 60, and all other state
and federal laws applicable to the labor and employment practices of the Contractor.
i)

6.3

In addition to other checks and investigations required by this Contract, Contractor
shall make reasonable inquiries, including checking of criminal backgrounds, to ensure
its employees, volunteers, and/or subcontractors are of reputable and sufficient
character to provide services to the frail, elderly, and vulnerable recipients of services.
This requirement also applies to Contractor’s employees, volunteers, and
subcontractors, paid and unpaid, who were hired or engaged by Contractor prior to
the Effective Date of this Contract.

Criminal Background and Other Checks
All requirements of this Section 6.3 apply to all of Contractor’s current and future
employees, volunteers, and subcontractors, paid and unpaid, including, without
limitation, those who were hired or engaged by Contractor prior to the Effective Date
of this Contract.

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TSA Contract for Services to the Aging FY 2027-2029

a) For every employee, volunteer and subcontractor, paid and unpaid, who under this
Contract furnishes services in a participant’s home, works directly with a participant,
or has access to participant information, Contractor must conduct:
i.
a criminal background review through the Michigan State Police I-CHAT
(Internet Criminal History Access Tool),
ii.
National sex offender registry check, and
iii.
Michigan sex offender registry check.
ICHAT: https://apps.michigan.gov/
National Sex Offender Registry: http://www.nsopw.gov
Michigan Sex Offender Registry: https://mspsor.com/Home/Search
b) All reviews and checks required by subsection 6.3(a) above must be conducted by
Contractor prior to the employee, volunteer, or subcontractor furnishing services in a
participant’s home, working directly with a participant, or having access to participant
information. After their initial completion, Contractor must conduct all three types of
reviews and checks not less frequently than every three years and preferably
annually. A private provider or national criminal background check is not sufficient
unless the Michigan Workforce Background Check/ICHAT system is used.
c) Contractor will maintain, in a confidential and controlled access file, a list of all
employees, volunteers and subcontractors, paid and unpaid, and for each such
individual the date of the most recently completed review/check of each type, the
source of the review/check, and the results of each review/check, and will make such
file available to TSA upon request. This requirement also applies to Employees hired
prior to the year 2000.
d) Contractor must conduct a Central Registry (“CR”) check for each new employee,
subcontractor or volunteer who will work directly with children.
Central Registry: http://www.michigan.gov/mdhhs/0,5885,7-39973971_7119_50648_48330---, 00.html
The CR check must be conducted by Contractor prior to the employee, subcontractor
or volunteer working directly with children.
e) Contractor will require each employee, volunteer or subcontractor who, under this
Contract, furnishes services in a participant’s home, works directly with a participant,
or has access to participant information to notify both Contractor and TSA in writing of
all criminal convictions (felony or misdemeanor), and pending felony charges, and/or
placement on the Central Registry as a perpetrator, both (i) at the time of hire or
engagement as a volunteer or subcontractor and (ii) within ten (10) days after the
occurrence of any such event first occurring after the date of hire or engagement as a
volunteer or subcontractor.
f)

Contractor must and will determine whether to prohibit employee, volunteer or
subcontractor from furnishing services in a participant’s home, performing work
directly with a participant or accessing participant information related to participants,
based on the results of a positive ICHAT response or reported felony or conviction or
perpetrator identification. TSA reserves the right to prohibit any Contractor employee,
volunteer or subcontractor from furnishing services in a participant’s home, performing
work directly with participants or accessing participant information related to

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TSA Contract for Services to the Aging FY 2027-2029

participants, based on the results of a positive ICHAT response or reported felony or
conviction or perpetrator identification.
g) Exclusions: No employee, volunteer or subcontractor shall be permitted to work
directly with participants or have access to a participant’s personal property or
confidential client information if any of the following apply:
i.

Mandatory Exclusions: The results of the criminal background check
show that the person has a federal or state felony conviction related
to one or more of the following crimes (each of the following being
sometimes referred to as an “Excludable Offense”):
1. Crimes against a “vulnerable adult” as set forth in MCL
750.145n et seq.
2. Violent crimes including, but not limited to, murder,
manslaughter, kidnapping, arson, assault, battery, and
domestic violence;
3. Financial crimes including, but not limited to, fraud,
forgery, counterfeiting, embezzlement, and tax
evasion;
4. Sex crimes including, but not limited to, rape, sexual abuse,
criminal sexual conduct, and prostitution;
5. Cruelty or torture;
6. Abuse or neglect; or
7. Felony involving the use of a firearm or dangerous weapon,

ii.

Felony Convictions: The results of the criminal background check show that
the person has a federal or state felony conviction within the preceding ten (10)
years from the date of the background check, including but not limited to:
1. Crimes involving state, federal or local government assistance
programs;
2. Theft crimes including, but no limited, to larceny, burglary, robbery,
extortion, false pretenses, false representation, and conversion; or
3. Drug crimes including, but not limited to, possession, delivery and
manufacturing,
each of the above listed offenses being sometimes referred to as an Excludable
Offense.

iii.

Misdemeanor Convictions: The results of the criminal background check
show that the person has a federal or state misdemeanor conviction within
the preceding five (5) years from the date of the background check,
including but not limited to:
1. Crimes involving state, federal, or local government
assistance programs;
2. Crimes against a “vulnerable adult” as set forth in MCL
750.145n et seq;
3. Financial crimes including, but not limited to, fraud,
forgery, counterfeiting, embezzlement, and tax
evasion;
4. Theft crimes including, but not limited to, larceny, burglary,
robbery, extortion, false pretenses, false representation, and

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TSA Contract for Services to the Aging FY 2027-2029

conversion;
5. Sex crimes including, but not limited to, rape, sexual abuse,
criminal sexual conduct, and prostitution;
6. Drug crimes including, but not limited to, possession, delivery,
and manufacturing;
7. Cruelty or torture;
8. Abuse or neglect;
9. Home Invasion;
10. Assault or battery;
11. Any misdemeanor involving the use of a firearm or dangerous
weapon with the intent to injure or that results in a personal
injury, or
12. any misdemeanor involving the use of force or violence or the
threat of the use of force or violence,
each of the above listed offenses being sometimes referred to as an
Excludable Offense.
For purposes of an Excludable Offense, an individual is considered to have
been convicted of a criminal offense when:

▪
▪
▪

a judgment of conviction has been entered against the individual or
entity by a federal, state, tribal, or local court regardless of whether
there is an appeal pending;
there has been a finding of guilt against the individual by a federal,
state, tribal, or local court; or
a plea of guilty or nolo contendere by the individual has been accepted
by a federal, state, tribal, or local court.

An individual’s arrest for an offense, without a subsequent conviction of that
offense, does not constitute an Excludable Offense that would disqualify that
individual.
6.4

Documentation of Criminal Background Checks. Contractors are required to maintain
documentation of all criminal background checks, including a list of all paid and
volunteer staff who are subject to this policy, the date of the most recently completed
criminal background check, and the source of the background check, and to make
all such documentation and information available to TSA upon request.

6.5

Public Agency Requirements. If Contractor is a public agency, Contractor must comply
with the following:
a) Copeland Act, 18 USC 874 (Anti Kick Back) and 29 CFR Part 3;
b) Davis Bacon Act, 40 USC 276a to a-7 and 29 CFR 5;
c) Contract Work Hours and Safety Standard Act, 40 USC 327-30, and 29 CFR Part 5.

6.6

Environment Protection Policies. If Contractor is receiving funding in excess of $100,000,
Contractor must comply with the following:
a) Clean Air Act, 42 USC 1857;
b) Federal Water Pollution Control Act, 33 USC 1251, et seq.

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TSA Contract for Services to the Aging FY 2027-2029

6.7

Anti-Lobbying Act. Contractor will fully comply with the Anti-Lobbying Act (31 USC 1352)
as revised by the Lobbying Disclosure Act of 1995 (2 USC 1601 et seq.) and Section 503
of the Department of Labor, Health and Human Services, and Education, and Related
Agencies section of the FY 1997 Omnibus Consolidated Appropriations Act (Public Law
104-208). Further, Contractor shall ensure that the language of this requirement is
included in any and all subcontracts and that all subcontractors certify and disclose
accordingly.

6.8

Whistleblower Protections. Contractor will fully comply with the National Defense
Authorization “Pilot Program for Enhancement of Grantee Employee Whistleblower
Protections.”
a) This Contract and all employees of Contractor and of each of Contractor’s
subcontractors will be subject to the whistleblower rights and remedies in the pilot
program on Grantee whistleblower protections established at 41 USC 4712 by section
828 of the National Defense Authorization Act for Fiscal Year 2012 an Federal
Acquisition Regulation (FAR) 3.908.
b) The Contractor and each of Contractor’s subcontractors shall inform its respective
employees, in writing, of the predominant language of the workforce of employee
whistleblower rights and protections under 41 USC 4712, as described in FAR 3.908.
c) The Contractor and each of Contractor’s subcontractors shall insert the substance of
this clause, including this paragraph, in all subcontracts over the simplified acquisition
threshold.

6.9

Conflict of Interest. Contractor will fully comply with the TSA Code of Conduct and the TSA
Conflict of Interest Policy set forth on Exhibit B hereto and incorporated herein by
reference, and will make all disclosures required by such policy. Except as disclosed in
writing pursuant to and in accordance with Exhibit B, Contractor has no conflict of interest
(as defined in Exhibit B) with TSA or with any organization that conducts business with
TSA. At the time of execution of this Agreement and annually thereafter, Contractor shall
review Exhibit B and submit to TSA a copy of Exhibit B, including a completed copy of
the TSA Conflict of Interest Declaration contained therein. Anything in this Agreement to
the contrary notwithstanding, TSA may amend or modify its Code of Conduct and/or its
Conflict of Interest Policy at any time and, in the event of its amendment or modification
of its Conflict of Interest Policy, Exhibit B shall be deemed immediately amended to
include the revised Code of Conduct and/or Conflict of Interest Policy. TSA will endeavor
to notify Contractor of any change to its Code of Conduct and/or its Conflict of Interest
Policy within thirty (30) days after the effective date of such change.

SECTION SEVEN: DEBARMENT, SUSPENSION, EXCLUSION, OR DISQUALIFICATION
7.1

Debarment. Contractor hereby represents and warrants to TSA that Contractor currently
is in compliance with, and will at all times hereafter comply with, federal regulations at 45
CFR Part 76, and that, to the best of its knowledge and belief after good-faith inquiry, after
review of all relevant databases and exclusion and debarment lists on a monthly basis,
neither Contractor, nor any of its permitted subcontractors, employees, delegates, or
personnel, nor any of their respective owners or officers:
a) presently is debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded from covered transactions by any Federal department or agency;

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b) has, within a three-year period preceding the Effective Date of this Contract been
convicted of or had a civil judgment rendered against them for commission of fraud or
a criminal offense in connection with obtaining, attempting to obtain, or performing a
public (federal, state, or local) transaction or contract under a public commission of
embezzlement, theft, forgery, bribery, falsification or destruction of records, making
false statements, or receiving stolen property;
c) presently is indicted or otherwise criminally or civilly charged by a government entity
(federal, state or local) with commission of any of the offenses enumerated in
paragraph 7.1.b, above; or
d) had, within a three-year period preceding the Effective Date of this Contract, one or
more public transactions (federal or state) terminated for cause or default.
7.2

Verification. Contractor understands TSA may verify the exclusion website(s) for parties
excluded from state or federal procurement or non-procurement programs, and may take
actions to verify Contractor’s compliance with the requirements of this Section 7.

7.3

Representation and Warranty. Contractor certifies, represents and warrants to TSA that
neither Contractor, nor any of Contractor’s subcontractors has committed an act of so
serious or compelling nature that it affects Contractor’s or the subcontractor’s present
responsibilities.

SECTION EIGHT: TSA ASSISTANCE AND MONITORING
8.1

Assistance and Monitoring. To the extent its resources permit, TSA will provide staff for
(a) planning, consultation, resource pooling and coordination, and assisting Contractor in
the identification of other resources to continue Title III or state funded services in the
development of programs benefitting the aged and in facilitating efficient and appropriate
service delivery; and (b) monitoring and evaluating Contractor's performance of Services,
provided that any lack of monitoring by TSA will not excuse any breach by Contractor of
its obligations under this Contract.

SECTION NINE: REPORTS; BOOKS AND RECORDS; FINANCIAL PROCEDURES
9.1

Reports. Contractor will submit all standard TSA programmatic, specific community, and
fiscal quarterly reports specified by TSA in a format approved by TSA by the tenth (10th)
of the month following the last month in the calendar quarter. Contractor must completely
fill out and submit, at minimum, the following reports for each service provided: Quarterly
Programmatic Narrative Report, Unduplicated Client and Unit Count Report, and
Unduplicated Client-by-Community County Report. Additional reports may be required
based on service standards and ACLS requirements. Quarterly reports must detail the
number and types of Services provided, data regarding clients served, accurate
information on race/ethnicity and/or poverty/income level of clients served, and Program
Income and Other Resources utilized to support or expand Services. Units reported in
Quarterly Reports must match the units requested on monthly cash requests. Contractors
providing care-recipient or caregiver services that require client-level registration as
defined by ACLS must also submit client-level data, as well as NAPIS mandated
registration forms for new clients, by the tenth (10th) of the month following the last month
in the calendar quarter. At least one Contractor staff member will be trained as a back-up
on NAPIS reporting, so reporting is not delayed due to the absence of a regularly assigned

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TSA Contract for Services to the Aging FY 2027-2029

staff member. TSA shall have the right to not reimburse Contractor for services provided
during any reporting period if the fiscal reports for that period are not submitted within thirty
(30) days after the last day of the month of service. TSA will verify the accuracy of both
the program and fiscal reporting systems used by Contractor. Contractor will, within five
(5) business days after a request by TSA, provide additional reports and information
requested by TSA necessary for TSA's monitoring and evaluation of Contractor's
performance or for TSA's fulfillment of its obligations under the Michigan Act or the Federal
Act.
9.2

On Site Reviews. Contractor will permit TSA, ACLS, the Auditor General, the United
States Department of Health and Human Services ("HHS"), the Comptroller General of
the United States, the Michigan HHS, and their respective authorized agents ("Authorized
Officials") to visit Contractor's premises, monitor Contractor's performance, evaluate
Services, and grant them access to all books, documents, papers and other records of
Contractor they deem pertinent to this Contract, subject to the Privacy Act of 1974 and
subject to the requirements of the Health Insurance Portability and Accountability Act
(“HIPAA”). Contractor also will grant Authorized Officials access, at any reasonable time,
to the facilities being utilized to observe the operation of the program. TSA’s review and
inspections pursuant to this Section 9.2 (“TSA Audits”) shall be conducted during
Contractor’s regular business office hours and in accordance with applicable law
governing confidentiality of participant’s care and medical records. At TSA’s option, any
TSA Audit may be performed by TSA’s own internal auditors and/or independent auditors
selected by TSA, provided that all such independent auditors have executed written
agreements to comply with all of TSA’s confidentiality obligations under this Contract.
Contractor must be ready to be audited at any given time, as TSA Audits can be performed
with or without advance notice to Contractor.

9.3

Preservation. Contractor agrees to retain, at Contractor's sole cost and expense, all
books, records, and other documents relevant to this Contract for a minimum of ten (10)
years after final payment, or, if an audit by any Authorized Official has been initiated prior
to expiration of that period, until the audit has closed. Upon notice of any dispute or claim,
Contractor is obligated to preserve all documents and potential evidence until final
resolution including any permitted appeals. Authorized Officials will have full access to
and the right to examine and audit any such material at any time.

9.4

Retention, Ownership. All records, including working papers, pertaining to matters
covered by this Contract and all reports and information Contractor is required to maintain
are, and will remain, the property of TSA, and will be made available, or delivered, to TSA
upon reasonable notice at TSA's request at Contractor's sole cost and expense.

9.5

Audits Information. Contractor, at Contractor's sole cost and expense, will submit to TSA
a copy of that portion of all audits by any other Authorized Official that (a) concern TSA
funds, (b) identify, question or disallow costs, and/or (c) describe the appropriateness of
the fiscal management system, including recommended changes.

9.6

Protection of Client Records (Confidentiality). Each party acknowledges that in the course
of carrying out its responsibilities under this Contract it will obtain consumer information
which is Protected Health Information (PHI) as defined in 45 C.F.R. §164.501, the
disclosure of which is governed by privacy provisions of HIPAA and Michigan law. Each
party agrees that it will use and disclose PHI only as required to satisfy its obligations
under this Contract in accordance with the terms of the Business Associate Agreement
(“BAA”) attached as Exhibit A to this Contract and incorporated herein by reference, or

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TSA Contract for Services to the Aging FY 2027-2029

as required by law, and that it will not otherwise use or disclose any PHI. The use or
disclosure of information concerning Services, applicants, or recipients obtained in
connection with the performance of this Contract will be restricted to purposes directly
connected with the program implemented by this Contract as required by the Privacy Act
of 1974 and HIPAA. Contractor will report client information to TSA and TSA will have
access to the files, as necessary, to administer programs so long as access is in
conformity with the Privacy Act of 1974 and HIPAA. No information about older persons
collected in the conduct of the Contractor's responsibilities, and in possession of
Contractor providing Services to such an individual will be disclosed in a form from which
such individual is identifiable without the individual's informed, written consent. Referrals
to other agencies providing services must have the individual's informed written consent.
9.7

Confidential Information.
a) For purposes of Contract, “Confidential Information” means any information in
whatever form or format (including, without limitation, oral, written, electronic, visual)
relating to or concerning the property, business or affairs of TSA including, but not
limited to, information concerning TSA’s business operations, assets, liabilities,
financial condition, financial projections, business plans, business opportunities,
marketing data and plans, enrollment projections, personnel information, business
contacts, contractor information and contracts, health care provider data and
contracts, and computer programs, diskettes, software, data printouts, manuals and
related materials or practices, models, methods or designs, works of authorship,
technology, and logos, symbols, trademarks, or service marks presently existing or
later established by TSA whether or not patented or copyrighted, which have been
made, developed, perfected, conceived and/or reduced to practice by TSA or its
employees, agents, advisors or consultants and which are not available to the general
public.
b) Contractor recognizes and agrees that TSA’s Confidential Information is confidential
and/or constitutes valuable property and proprietary information. Contractor agrees
that, currently and at all times hereafter, TSA’s Confidential Information shall belong
exclusively to TSA, and that TSA shall continue to be the owner of the Confidential
Information. Contractor shall hold TSA’s Confidential Information in strict confidence,
and shall adopt strict safeguards to protect the confidentiality of TSA’s Confidential
Information. Contractor shall not disclose TSA’s Confidential Information to any other
person or entity without the prior written consent of TSA. Contractor shall take all
reasonable steps to ensure that its employees and agents, including Contractor’s
Personnel (as defined in Section 11 of this Contract) do not disclose TSA’s
Confidential Information in violation of this Contract.
c) If Contractor receives, from any third party, any request or demand under authority of
law for access to Confidential Information, Contractor, as permitted by law, shall
promptly notify TSA of receipt of such request or demand and shall confirm any oral
notification by written notice, so that TSA can take such steps as it deems necessary
or appropriate.
d) Nothing in this Contract shall preclude TSA from producing to any applicable
governmental official or agency any document or information provided by or
concerning Contractor.

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TSA Contract for Services to the Aging FY 2027-2029

9.8

Client Lists. Lists of seniors will be used by Contractor solely for the purpose of providing
services in accordance with this Contract and only with the informed written consent of
each individual on such a list.

9.9

Accounting Practices and Procedures.
a) Contractor will establish and/or maintain an accurate and auditable system in
accordance with Generally Accepted Accounting Principles (GAAP) for time and
payment reports concerning all employees, volunteers, and contracted workers funded
by TSA. Contractor will document all costs through properly executed payroll records,
time records, invoices, contracts, vouchers, or other official documentation evidencing
in proper detail the nature and propriety of the charges. All checks, payrolls, invoices,
contracts, vouchers, orders, or other accounting documents pertaining in whole or in
part to this Contract will be clearly identified and readily accessible.
b) Contractor will maintain books, records, documents, and other evidence of accounting
procedures and practices which sufficiently and properly reflect all direct and in-kind
match and federal and/or state costs expended in the performance of this Contract.
Sufficient documentation will be issued to establish receipt, custody, and disbursement
of funds clearly. These records will include documentation and verification of units of
service which comply with applicable audit standards.
c) All funds received from TSA under this Contract, including local match, Program
Income, and Other Resources allocated to support the Services specified herein, must
be recorded separately in the cash receipts journal, which then separates these funds
from all other contracts. Funds and the records of funds received under this Contract
will not be commingled with other monies and records of other monies received by
Contractor.

9.10

Overpayments.
a) If TSA discovers Contractor’s receipt of any overpayment or any other sum to which
Contractor is not entitled (each an “Overpayment”), Contractor must repay the entire
Overpayment within thirty (30) days after it is first discovered, whether by Contractor
or by TSA. To effect such repayment, TSA shall deduct the entire Overpayment from
the first payment after Contractor’s receipt of TSA’s written notice of the overpayment,
provided than any Overpayment remaining after such deduction shall be paid in full
within thirty (30) days.
b) If Contractor receives an Overpayment, then, without necessity of demand by TSA,
Contractor shall notify TSA of the Overpayment and its amount within thirty (30) days
after Contractor’s discovery of the Overpayment. The Overpayment shall be repaid by
Contractor and/or recouped by TSA in accordance with the preceding paragraph.
c) If Contractor fails or refuses to repay any Overpayment in full within the earlier of thirty
(30) days after Contractor’s discovery of the Overpayment or TSA’s request for its
repayment, then: (i) the unpaid Overpayment balance shall accrue interest at the thencurrent prime rate of Bank of America in Wayne, Michigan, or its successor bank; and
(ii) TSA may, but is not required to, offset the Overpayment and accrued interest
against any and all sums otherwise payable to Contractor until the entire Overpayment
and all accrued interest have been repaid in full to TSA. Contractor shall pay all of
TSA’s legal fees and costs of collection incurred in recovering any Overpayment.

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TSA Contract for Services to the Aging FY 2027-2029

9.11

False Claims. All claims submitted by Contractor to TSA and, directly or indirectly, to ACLS
for Services furnished pursuant to this Contractor shall be accurate and complete.
Contractor may be prosecuted under applicable federal and state criminal and civil laws
for submitting false claims, concealing material facts, misrepresentation, falsifying data,
other acts of misrepresentation, deliberate disregard for the truth or falsity of claims or other
materials submitted to TSA, or conspiracy to engage in any of the foregoing. Contractor
shall not submit reimbursement requests for Services not actually performed or for units
when Services are cancelled or not provided for any reason. Any charges made, or
reimbursement requests submitted, to TSA that cannot be verified are subject to
disallowance and recapture by TSA as Overpayments. If the amount of future
reimbursement is insufficient to cover any Overpayment, Contractor shall pay the balance
to TSA within ten (10) business days of notice from TSA. TSA’s payment disallowances
and Overpayment determinations resulting from a TSA Audit are final.

SECTION TEN: PROPERTY
10.1

Property Management. Unless otherwise approved by TSA in writing, title to personal
property purchased with funds provided hereunder which costs in excess of five hundred
dollars ($500) and possesses a useful life of more than two years ("Equipment") will belong
to TSA, but such Equipment may be used by Contractor as long as Contractor's program
of providing Services to Seniors under the Federal Act or the Michigan Act continues in
operation. If the program is discontinued, TSA will determine the remaining or residual
value of the Equipment and whether title will remain with TSA or be transferred to
Contractor or a third person.

10.2

Inventory and Documentation. Contractor must maintain an inventory of all Equipment on
appropriate forms supplied or designated by TSA. Those forms must be submitted to TSA
at the end of each fiscal year with Contractor's final financial report. Contractor will
execute such security agreements and other documents as TSA may reasonably request
to perfect or secure title to the Equipment.

10.3

Regulations. Contractor will comply with applicable provisions of the Federal Act,
including Subpart O of 45 CFR 74, in the acquisition, transfer, replacement or disposition
of real property, equipment, or supplies.

SECTION ELEVEN: INSURANCE; INDEMNITY; DISCLOSURE
11.1

Insurance.
a) Contractor will maintain and provide evidence satisfactory to TSA of such insurance
as will fully protect Contractor, TSA, ACLS, and their respective members, managers,
directors, officers, agents, and employees with respect to potential liability relating to
or arising out of the performance of this Contract or provision of Services by Contractor
or by anyone directly or indirectly employed or engaged by Contractor as an employee,
independent contractor or otherwise (collectively, “Contractor’s Personnel”), including,
without limitation, any and all claims for damage to property or for personal injury,
including death. Neither Contractor, nor any of Contractor’s Personnel, shall
commence work under this Contract until they have obtained the insurance required
under this Section 11 and Exhibit C hereto, and such insurance shall be kept in force
during the entire term of this Contract. All coverage shall be with insurance companies
licensed and admitted to do business in the State of Michigan and acceptable to TSA.

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Anything herein to the contrary notwithstanding, the specified insurance requirements
in no way limit the liability or any indemnification obligation of Contractor. All
deductibles and self-insured retention amounts are the responsibility solely of
Contractor.
b) Contractor shall provide TSA an Acord Certificate of Insurance as well as the required
endorsements for each of the required coverages, or other proof of such insurance
deemed acceptable by TSA, both at the time this Contract is returned by Contractor
for execution and, at least, annually thirty (30) days in advance of each anniversary of
the Effective Date. Contractor understands and agrees that no Services can be
furnished or paid for pursuant to this Contract until such time as TSA has in its
possession such acceptable proof of all required insurance.
c) The liability coverage will name Contractor and TSA as insured parties and not mere
certificate holders. Commercial General Liability and Automobile Liability, as described
below, shall include an endorsement stating the following shall be both Additional
Insureds and not mere certificate holders: TSA, including all employees and
volunteers, agents, all boards, commissions, and/or authorities and board members,
including employees and volunteers thereof. It is understood and agreed by naming
TSA as additional insured, coverage afforded is considered to be primary and any
other insurance TSA may have in effect shall be considered secondary and/or excess.
The Commercial General Liability Insurance Policy must be endorsed to add the
following: “the State of Michigan, its departments, divisions, agencies, offices,
commissions, officers, employees, and agents” as additional insureds using
endorsement CG 20 10 11 85, GC 2010 07 04 and CG 2037 07 04.
d) Contractor shall procure and maintain in full force and effect at all times during the
term of this Contract, including any and all renewal terms, the following insurance
coverage, with limits of liability not less than those specified below or such higher limits
as may be required by ACLS, or any other governing regulatory authority:
i.

Worker’s Compensation Insurance, including Employers’ Liability Coverage, with
coverage limits of the greater of $500,000 or such higher amount required by
applicable statutes and regulations of the State of Michigan.

ii.

General Commercial Liability Insurance, on an “Occurrence Basis” with peroccurrence limits of liability not less than $1,000,000, including, at least, the
following coverages: (a) industry standard broad form property damage and
general liability coverages, (b) Premises/Operations, (c) Libel and Slander, (d)
Independent Contractors, (e) Products and Completed Operations, (f) Broad form
Contractual, (g) Employers Liability, and (h) Personal Injury with contractual
exclusion deleted.

iii.

Automobile Liability, including Michigan No-Fault coverages, with limits of liability
not less than $1,000,000 per occurrence combined single limit for Bodily Injury,
and Property Damage. Coverage shall include all owned vehicles, all non-owned
vehicles, and all hired and leased vehicles.

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TSA Contract for Services to the Aging FY 2027-2029

iv.

Third-Party Crime/Fidelity Insurance, with limits of liability not less than $50,000
per occurrence.

v.

Privacy and Security Liability (Cyber Liability), with limits of liability not less than
$500,000 per occurrence and aggregate and including coverage for violations of
HIPAA, information security and privacy liability, privacy notification costs,
regulatory defense and penalties, and website media content liability.

vi.

Insurance Coverage for Sexual Abuse and Molestation Liability, with limits of
liability not less than $500,000, is required if Contractor or any of its employees,
volunteers or subcontractors will interact with children, schools, the cognitively
impaired, and/or vulnerable adults.

vii.

Recommended Coverage: Umbrella/Excess Liability, with limits of liability not
less than $1,000,000 per occurrence and aggregate.

e) All insurance provided hereunder will require thirty (30) days written notice to TSA by
the insurance carrier before any cancellation or material change in coverage. Worker’s
Compensation Insurance, Commercial General Liability Insurance, and Automobile
Liability Insurance, as described above, shall be endorsed to state the following: “It is
understood and agreed Thirty (30) days, Ten (10) days for non-payment of premium,
Advance Written Notice of Cancellation, Non-Renewal, Reduction, and/or Material
Change shall be sent to: The Senior Alliance, Area Agency 1-C, located at 3200
Greenfield Rd Suite 100, Dearborn, MI 48120, Attention: Contracts Manager. In
addition to any notice provided by any insurer, Contractor shall notify TSA within one
(1) business day of the cancellation, non-renewal, and/or limits reduction of any
insurance required by this Section 11. If any of the above coverages expire during the
term of this Contract (including any renewal term), Contractor shall deliver renewal
certificates, endorsements, and/or policies to TSA at least ten (10) days prior to the
expiration date.
f) All insurance must be provided under valid and enforceable policies and written by an
insurance company with an A.M. Best Company rating of A- or above.
11.2

Indemnity. Contractor, for itself and for Contractor’s Personnel, their permitted
subcontractors and delegates, and their respective officers, directors, members,
managers, employees, agents, affiliates, and subsidiaries (collectively, “Indemnifying
Party”) will indemnify and hold TSA and ACLS and their respective officers, directors,
members, managers, employees, agents, affiliates, and subsidiaries (collectively,
“Indemnified Party”) harmless from and against any and all claims, actions, losses, costs,
damages, liability, and demands of every kind and nature, including but not limited to court
costs and attorney fees, arising out of or in any way related to the performance or breach
of this Contract, or the implementation of this Contract by Contractor, Contractor’s
Personnel, or their respective officers, directors, members, managers, employees, agents,
affiliates, and subsidiaries, including but not limited to, any misrepresentation by, or any
action or inaction of, Contractor, Contractor’s Personnel or their respective officers,
directors, members, managers, employees, agents, affiliates, and subsidiaries, including,
without limitation, any “Breach” of “Protected Health Information” (both terms as defined
by HIPAA) or any breach of the Business Associate Agreement between TSA and
Contractor (Exhibit A) (collectively “Claims” and each a “claim”), but excluding any Claim

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caused solely by (a) any intentional tort by, or (b) gross negligence on the part of, TSA or
ACLS or any of their respective officers, directors, members, managers, employees,
agents, affiliates, and subsidiaries, or (c) any material uncured breach of this Contract by
TSA. Contractor will notify TSA promptly of any such Claim and will defend against any
such Claim at Contractor’s sole expense and with counsel elected by or acceptable to
TSA.
11.3

Disclosure. Upon request of TSA, Contractor will submit to TSA information that discloses
names of all persons with an ownership or controlling interest in Contractor and their past
business transactions. Contractor will disclose to TSA all persons with an ownership or
controlling interest in the Contractor who have been convicted of a criminal offense related
to their involvement in any programs under Titles III, XVIII, XIX, or XX of the Social Security
Act since the inception of these programs. Failure to fully comply with these disclosure
obligations shall entitle TSA to terminate this Contract effective immediately upon written
notice to Contractor.

SECTION TWELVE: PUBLICITY AND PUBLICATIONS
12.1

Publicity. Contractor will publicize services to eligible seniors, including those in greatest
economic and social need with particular emphasis on low-income minority individuals, by
the most effective means available. Contractor shall not make any media releases related
to this Contract, without prior written authorization from TSA and the Michigan Department
of HHS (“the Department”) Communication office.

12.2

Acknowledgment. Any promotional materials, including films, slides, books, reports,
pamphlets, papers, or articles, resulting from or related to performance of this Contract
will contain acknowledgments of ACLS and TSA, and of funding through state
appropriations or the Federal Act and a statement of compliance with Title VI of the Civil
Rights Act of 1964.

12.3

Photographs. Photographs of any senior receiving services cannot be published without
the prior informed written consent of each such senior.

12.4

Copies. Contractor will provide TSA, free of charge, at least three copies of any
publication published pursuant to this Contract and will provide three additional copies to
each of ACLS and HHS upon request.

12.5

Publication Rights. Contractor shall:
a) copyright materials only when Contractor exclusively develops books, films, or other
such copyrightable materials through activities supported by this Contract. The
copyrighted materials cannot include recipient information or personal identification
data. Contractor grants TSA and the Department a royalty-free, non-exclusive and
irrevocable license to reproduce, publish and use such materials copyrighted by
Contractor and authorizes others to reproduce and use such materials provided they
obtain prior written authorization from TSA and the Department's Communication
Office for any materials copyrighted by Contractor or modifications bearing
acknowledgement of TSA’s or the Department's name prior to reproduction and use of
such materials. The State of Michigan may modify the material copyrighted by
Contractor and may combine it with other copyrightable intellectual property to form a
derivative work. The State of Michigan will own and hold all copyright and other
intellectual property rights in any such derivative work, excluding any rights or interest
granted in this Contract to TSA or Contractor. If Contractor ceases to conduct business

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TSA Contract for Services to the Aging FY 2027-2029

for any reason, or ceases to support the copyrightable materials developed under this
Contract, the State of Michigan has the right to convert its licenses into transferable
licenses to the extent consistent with any applicable obligations Contractor has.
b) obtain prior written authorization from TSA and the Department's Communication
office and give recognition to TSA and the Department in any and all publications,
papers, and presentations arising from the Contract activities.
c) notify TSA and the Department's Bureau of Grants and Purchasing thirty (30) days
before applying to register a copyright with the U.S. Copyright Office. Contractor
must submit an annual report of all copyrighted materials developed by Contractor
through activities supported by this Contract and must submit a final invention
statement and certification to TSA and the Department within sixty (60) days after
the expiration or termination of this Contract for any reason.
SECTION THIRTEEN: PROBATION; SUSPENSION; TERMINATION; RIGHT TO HEARING
13.1

Probation.
a) TSA may place Contractor on probation, effective immediately upon Contractor’s
receipt of written notice by TSA, whenever Contractor:
i.

is delinquent in submitting any required reports in two consecutive months or
is delinquent in submitting any required reports three times in any rolling
twelve-month period;

ii.

expends at least 10% less than awarded program dollars for any quarter and
either fails to submit an acceptable explanation and corrective action plan to
expend all funds by year end or continues such variance through the end of
the subsequent quarter; and/or

iii.

is given written notice of termination for cause, provided that such probation
shall in no way impact the notice and/or cure periods required for termination,
nor limit TSA’s right to terminate the Contract.

b) The notice of probation shall contain reasons for probation, any corrective action
required of Contractor, the effective date, and must note Contractor’s right to appeal
the decision in accordance with TSA’s PPP regarding appeals.
c) During the probationary period, Contractor will receive reimbursement for expenses
incurred as part of the Contract.
b) Probation shall continue a minimum of one month after Contractor submits a corrective
plan and receives approval of that plan by TSA. Failure to satisfy requirements
imposed by TSA during probation or to correct the condition which resulted in the
probationary period may result in extension of probation, reprogramming of dollars, or
the suspension and/or termination of this Contract.
13.2

Suspension.
a) TSA may, in accordance with the terms of this Section 13.2, suspend this Contract,
Contractor’s operations under it, and TSA’s financial support, in whole or in part, if

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Contractor fails to comply with the terms of this Contract. Such failure by Contractor
may include, but are not limited to, the following:
i.

improper use of funds in violation of federal or state cost principles or otherwise
subject to audit disallowance;

ii.

failure to comply with any material provision of this Contract;

iii.

inadequate program performance as documented through monitoring visits;

iv.

inadequate assessment findings for two (2) annual assessments;

v.

submission of reports which are incorrect or incomplete in any material respect
or failure to timely submit reports as required by this Contract;

vi.

substantial likelihood of Contractor's inability to provide Services throughout
the term of this Contract because of financial instability or other problems;

vii.

dishonesty or gross negligence by Contractor or Contractor’s Personnel;

viii.

any material misrepresentation in connection with this Contract or any related
agreement or undertaking;

ix.

material or repeated deficiencies in Contractor's ability to provide or manage
Services including, but not limited to, issues relating to quality or quantity of
Services provided;

x.

failure to correct deficiencies which resulted in a probationary period, or to
satisfy any requirements imposed by TSA during a probationary period;

xi.

material programmatic or budget changes made by Contractor without prior
approval from TSA, including:

xii.

1.

change in project scope or objectives;

2.

change in capital expenditures; or

3.

change which transfers financial assistance or substantive
programmatic work to a third person (through subcontracting or other
means); and/or

any significant reduction in state, federal, or other funding or substantial
alteration in rules, laws, regulations, ACLS policies, or standards impacting
TSA’s ability to fulfill its obligations under this Contract.

b) To affect a suspension, TSA must notify Contractor in writing of the action being taken,
the reason(s) for such action, the effective date, and the conditions of the suspension.
Except in the case of a suspension due Contractor being given written notice of
termination for cause, such notice must be given at least ten (10) days prior to the
effective date of the suspension and must note Contractor’s right to appeal the
decision in accordance with TSA’s PPP regarding appeals. The foregoing

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notwithstanding, suspension will be effective immediately upon written notice to
Contractor if TSA determines that extreme conditions exist including, without limitation:
(ii) Contractor’s gross negligence; (ii) continuation of the Contract would place program
participants at risk; (iii) Contractor’s cessation of program operations without notice;
(iv) Contractor’s failure to maintain insurance coverage; and/or (v) when a delayed
effective date would jeopardize TSA’s responsibility to prevent improper or fraudulent
use of grant funds.
c) Suspension shall remain in effect until: (i) Contractor has taken corrective action
satisfactory to TSA; (ii) Contractor has Provided to TSA sufficient evidence to indicate
corrective action is being pursued and will be taken; (iii) the Contract Term expires; or
(iv) TSA terminates the Contract. This Contract shall automatically terminate when
Contract has been suspended for more than ninety (90) days.
d) If Contractor is suspended, all TSA payments to Contractor will cease, and TSA shall
determine the amount of unearned funds Contractor has on hand, the anticipated
length of suspension, the extent of operations suspended, and the amount of the fund
balance on hand to determine whether TSA should require the balance to be returned.
TSA also will review invoices submitted by Contractor and make adjustments or
disallowances of expenditures deemed unauthorized as a result of Contractor’s breach
of the Contract.
e) New obligations incurred by Contractor during the suspension period will not be
allowed unless TSA expressly authorizes them in the notice of suspension or in a
written amendment to that notice. Necessary and otherwise allowable costs that
Contractor could not reasonably avoid during the suspension period will be allowed if
they result from obligations Contractor properly incurred before the effective date of
the suspension and not in anticipation of suspension or termination.
f)

During the suspension period, either party may request a meeting to discuss the facts
related to the suspension. Any such request by Contractor must be made in writing.

g) Upon the expiration of the initial suspension period, TSA must either (i) extend the
suspension; (ii) end the Suspension and allow the Contractor to assume normal
operations; or (iii) terminate this Contract. No extension of the suspension period, nor
any extension of that period, shall extend the total period of suspension beyond ninety
(90) days. Prior to expiration of such period, TSA will decide whether to end the
suspension and resume normal contract operations or terminate the Contract.
h) During any period of suspension or probation, TSA may impose on Contractor
additional contractual obligations or requirements beyond those set forth in the
originally executed version of this Contract if TSA deems them necessary to prevent
a recurrence of the problem which led to the probation or suspension.
i)

TSA may reinstate the suspended Contract operation upon determination that
conditions warrant such action. Such reinstatement shall be made by issuance of a
new Statement of Award. TSA’s financial participation in the reinstated Contract may
resume immediately upon reinstatement, but not for any costs incurred by Contractor
for operation while under suspension. The reimbursement unearned at the time of
suspension may again become available for earning at the previously established
matching ratio unless TSA reduced the amount of the Contract as the result of such
suspension.

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13.3

Termination by TSA for Cause.
a) Anything in this Contract to the contrary notwithstanding, (i) TSA can terminate this
Contract without previously imposing a probation or suspension; and (ii) TSA’s
imposition of a probation or suspension shall in no way impact the notice and/or cure
periods required for termination, nor limit TSA’s right to terminate this Contract.
b) Bases for termination of this Contract include, but are not limited to those listed in
Section 13.2 above.
c) Upon termination of this Contract, Contractor is no longer entitled to furnish Services,
nor receive reimbursement for Services furnished after the effective date of the
termination.
d) To terminate this Contract, TSA must notify Contractor of the termination in writing at
least thirty (30) days prior to the effective date of the termination. The notice must: (i)
specify the reason(s) for the termination, (ii) specify the effective date of the
termination, (iii) specify any reports to be completed by Contractor beyond those
specified elsewhere in this Contract, and (iv) advise Contractor it has a right to appeal
the termination provided that Contractor gives TSA written notice of a request for such
appeal within five (5) business days after Contractor’s receipt of the notice of
termination and, that if TSA receives such a timely request, Contractor shall be entitled
to a meeting with TSA’s CEO or the CEO’s designee at which Contractor can present
any arguments or evidence in opposition to the termination, and within thirty (30) days
after such hearing, TSA’s CEO shall issue a decision that is final and binding on all
parties. The foregoing notwithstanding, termination will be effective immediately upon
written notice to Contractor if TSA determines that extreme conditions exist including,
without limitation: (i) Contractor’s gross negligence; (ii) Contractor’s misappropriation
of funds; (iii) Contractor’s loss of fiscal integrity; (iv) continuation of the Contract would
place program participants at risk; (v) Contractor’s cessation of program operations
without notice; and/or (vi) Contractor’s failure to maintain insurance coverage.

13.4

Termination by TSA Without Cause.
a) TSA can terminate this Contract without cause or reason upon thirty (30) days’ prior
written notice. The notice must: (i) specify the effective date of the termination, (ii) any
reports to be completed by Contractor beyond those specified elsewhere in this
Contract, and (iii) advise Contractor it has a right to appeal the termination provided
that Contractor gives TSA written notice of a request for such appeal within five (5)
business days after Contractor’s receipt of the notice of termination and, that if TSA
receives such a timely request, Contractor shall be entitled to a meeting with TSA’s
CEO or the CEO’s designee at which Contractor can present any arguments or
evidence in opposition to the termination, and within thirty (30) days after such hearing,
TSA’s CEO shall issue a decision that is final and binding on all parties. The foregoing
notwithstanding, termination will be effective immediately upon written notice to
Contractor if TSA determines that extreme conditions exist including, without limitation:
(i) Contractor’s gross negligence; (ii) Contractor’s misappropriation of funds; (iii)
Contractor’s loss of fiscal integrity; (iv) continuation of the Contract would be placing
program participants at risk; (v) Contractor’s cessation of program operations without
notice; and/or (vi) Contractor’s failure to maintain insurance coverage.

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13.5

Termination by Contractor. Contractor may terminate this Contract upon thirty (30) days
prior written notice to TSA if TSA materially breaches this Contract and such breach is not
cured within thirty (30) days after TSA receives from Contractor written notice specifying
the claimed material breach and including sufficient factual detail to permit TSA to clearly
identify and investigate the claimed breach; provided, however, that if the breach is cured
within such thirty (30) day period, then the notice of termination shall be of no force or
effect; provided further, that during such thirty-day period, Contractor shall be required to
meet with TSA’s CEO or the CEO’s designee within two (2) business days after TSA
requests such a meeting.

SECTION FOURTEEN: CLOSE OUT PROCEDURES
14.1

Close Out. Within sixty (60) days after the effective date of the expiration or termination
of this Contract for any reason: (a) Contractor will submit all required financial,
performance, and other reports to TSA; (b) TSA will pay to Contractor any amount owed
on a fixed-rate basis; and (c) Contractor will immediately refund to TSA any Overpayment
including, without limitation, funds received by Contractor allocable to Services (i) in
excess of allowable reimbursable expenditures if on a cost-reimbursement basis; (ii)
expended by Contractor for non-allowable expenditures as specified in Section 4.9; or (iii)
refundable by Contractor under Section 5.1 paid on a fixed-rate basis.

14.2

Final Report. At the end of each Fiscal Year and upon the expiration or termination of this
Contract for any reason, Contractor must submit to TSA all required final reports. Any
payment owed to Contractor will not be paid until all such reports have been received by
TSA. Contractor must submit the final reports within sixty (60) days after the expiration or
termination of this Contract for any reason or TSA may, at its discretion, deny
reimbursement or payment of amounts sought by Contractor.

14.3

Survival of Terms. The following provisions of this Contract, and the rights and obligations
created thereby, shall survive the expiration or termination of this Contract for any reason
for the maximum period provided by law:
a)

All provisions regarding TSA Audits, Overpayments, and recoupment of disallowed
and refundable costs.

b)

All records retention requirements, which may be satisfied by transfer of the same
to TSA or its designated agents.

c)

All provisions regarding rights of inspection and access to records by Authorized
Individuals.

d)

All provisions regarding Contractor’s obligations to indemnify and hold harmless.

e)

All provisions regarding client/participant confidentiality and other protections of the
rights of clients/participants.

f)

All provisions regarding confidentiality and privacy of information including, without
limitation, those in the Business Associate Agreement (Exhibit A) attached hereto
and incorporated herein.

g)

All provisions regarding intellectual property rights including, without limitation, those
relating to publication and usage licenses.

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TSA Contract for Services to the Aging FY 2027-2029

h)

Any other provision which by the plain meaning or implication of its terms survives
the expiration or termination of this Contract.

14.4

Cooperation. Contractor will cooperate with all reasonable efforts by TSA to secure
alternate contractors and to affect a continuation of service to program clients during and
after the transition phase to another service provider. This cooperation will explicitly
include Contractor’s notification, in a form approved by TSA prior to its issuance, to all
affected clients concerning the change, how the change affects the client, and what the
client’s rights and obligations are.

14.5

Returns. Upon demand, Contractor will return to TSA all records, including client records,
Equipment, and any other supplies or equipment purchased by Contractor with funds
provided by TSA under any TSA contracts which are no longer in effect.

14.6

Disallowed Costs. In the event that costs incurred under this Contract are disallowed by
an auditor and this finding is upheld by TSA, or in the event of state or federal disallowance
of any such costs, Contractor will reimburse TSA for all such costs within thirty (30) days
of notification by TSA. A modified financial cost statement will be submitted at the same
time.

SECTION FIFTEEN: REMEDIES AND CLAIMS/LIMITATIONS PERIOD/ARBITRATION
15.1

Remedies and Claims/Limitations Period. Contractor shall give TSA written notice of
Contractor's intent to pursue a claim, suit, or arbitration proceeding against TSA including,
without limitation, any for breach of this Contract, at least sixty (60) days prior to the
commencement of such claim, suit, or arbitration proceeding. Any claim, suit, or arbitration
proceeding commenced prior to the expiration of such sixty-day notice period shall be
dismissed immediately upon presentation of a copy of this Contract and Contractor shall
pay all of TSA’s costs, including attorney fees, incurred in defending and obtaining its
dismissal. During the first thirty (30) days of the sixty-day notice period, an authorized
representative of Contractor having authority to resolve the dispute shall meet with TSA’s
CEO or the CEO’s designated representative having authority to resolve the dispute and
attempt in good faith to resolve the dispute. Anything in this Contract to the contrary
notwithstanding, Contractor cannot, under any circumstances, commence any claim, suit,
or arbitration proceeding against TSA until Contractor has first exhausted its rights under
TSA’s PPP pertaining to appeals or TSA has waived such requirement in writing.

15.2

Arbitration.
a)

The parties shall make reasonable attempts to resolve any and all disputes arising
hereunder through informal discussions.

b)

In the event the parties cannot satisfactorily resolve a dispute through informal
discussions, including any dispute or controversy arising out of or in any way related
to any of the terms or provisions of this Contract or to the performance or breach
hereof, such dispute shall, to the extent that the relief sought is within the jurisdiction
of any arbitrator in a statutory arbitration to award, be settled exclusively by
arbitration in accordance with this Section. Any such arbitration shall be held in
Wayne County, Michigan, and shall be conducted by a single arbitrator in
accordance with the American Health Law Association (“AHLA”) Alternative Dispute
Resolution Service (the “Service”) Rules of Procedure for Arbitration (“Rules”) then

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in effect, except as expressly modified by this Section 15.2. Any party to the dispute
may initiate such arbitration by making a written demand for arbitration on the other
party. Any such demand for arbitration shall be served within one hundred eighty
(180) days after the dispute arose or was first discovered (whichever first occurs), or
Contractor’s right to pursue the claim shall be deemed irrevocably waived.
Contractor expressly waives any longer limitations period. The demand for
arbitration shall specify the dispute, cite the specific section(s) of this Contract relied
upon by the demanding party in the dispute, and include a concise statement of the
demanding party’s position with respect to the dispute.
c)

The Arbitrator shall issue a written reasoned award.

d)

The parties shall share equally the fees of the Arbitrator, provided that the Arbitrator
may award the prevailing party to the dispute its expenses of the arbitration
(including, without limitation, attorney fees, arbitrator fees, court reporter and
transcript fees, and any AHLA fees) as part of the arbitration award. In the absence
of such an award, the parties shall share equally the arbitrator’s fees, all AHLA fees,
if any, and each party shall be solely responsible for its own expenses of the
arbitration (including, without limitation, attorney fees, and court reporter and
transcript fees). In any arbitration involving more than one claim, the “prevailing
party” shall be the one receiving a favorable Arbitrator decision on at least a majority
of the claims at issue, as determined by the Arbitrator.

e)

Any court that has jurisdiction may enter judgment upon an arbitration award
rendered pursuant to this section. The parties, for themselves and for their
respective successors and permitted assigns, stipulate, agree and hereby submit to
the jurisdiction of the Wayne County, Michigan Circuit Court and the United States
District Court for the Eastern District of Michigan – Southern Division, for purposes
of entry and enforcement of judgment on any arbitration award rendered pursuant to
this section, and that such court shall have exclusive jurisdiction over any action
seeking relief which is beyond the jurisdiction of an arbitrator in a statutory arbitration
to award.

f)

The parties exclude the following matters from the operation of this arbitration
clause: any counterclaim, cross-claim or third party claim for indemnity or
contribution between any of the parties to this Contract in any suit brought by a third
party against either or both of them unless a court requires the parties to submit the
third party’s entire claim to arbitration.

SECTION SIXTEEN: GENERAL
16.1

Independent Contractors. Each of the parties is an independent contractor and engaged
in the operation of its own respective undertakings. Nothing in this Contract will be
construed to establish a partnership, joint venture or employment relationship between the
parties. Neither party will be considered an agent of the other for any purpose, whatsoever.
Neither party will have any authority to enter into any agreement or assume any obligation
on behalf of the other party. Neither Contractor, nor TSA, nor any of their respective
employees, agents, or subcontractors, will be entitled to any benefits under any personnel
benefit plan or program of the other party.

16.2

Settlement and Satisfaction. Contractor will be responsible for the settlement and
satisfaction of all contract and administrative activities and finances in support of the

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Services and any other functions it performs with respect to this Contract, including,
without limitation, the resolution of any audits and any audit expenses related to its
performance.
16.3

Subcontractors.
a) The Contractor cannot assign any of its rights or obligations under this Contract, nor
subcontract or delegate any of Contractor’s obligations under this Contract, without
the prior written approval of TSA. Such approval must include approval of the proposed
written subcontract.
b) If TSA approves any subcontract or delegation by Contractor, then:
i.

TSA’s rights and obligations under this Contract shall not be diminished in any
manner;

ii.

Contractor shall remain liable to TSA for all of Contractor’s original obligations
under this Contract, for all work performed by the subcontractor or delegate,
and for all subcontracted or delegated work not fully and properly performed
by any subcontractor or delegate, and TSA may financially recover its resulting
damages from Contractor, the subcontractor or delegate, or both;

iii.

Should the subcontractor or delegate fail to fully and properly perform the
services it was contracted to perform, TSA may deem such failure a material
breach of this Contract. In such case, Contractor shall promptly cure such
breach by fully and properly performing those services itself or, at Contractor’s
sole cost and expense, by promptly procuring another TSA-approved individual
or entity to perform them, and TSA may financially recover its resulting
damages resulting from the original subcontractor’s or delegate’s failure to fully
and properly perform from Contractor, the subcontractor or delegate, or both;
and

iv.

To be eligible for payment consideration, any billing or other request for
payment submitted by any subcontractor or delegate must be supported by a
TSA-approved subcontract or delegation agreement and adequate source
documentation of costs and services furnished, and such documentation and
a copy of the applicable subcontract or delegation agreement shall be provided
to TSA upon request.

16.4

Exhibits; Complete Contract. This Contract, including Exhibits A, B, and C, comprises the
entire agreement and understanding between the parties with respect to its subject matter,
and supersedes any and all prior and contemporaneous agreements and understandings,
oral and written, relating to the subject matter hereof. No oral or written understanding or
agreement not incorporated herein will be binding upon either party hereto.

16.5

Amendment. If, for any reason, there is (a) a change in the statutes, regulations, funder
or payer policies or procedures, and/or accreditation requirements (individually and
collectively, “Regulatory Requirements”) with which TSA must comply, or (b) any
termination, reduction or material change in the allocation or allotment of funds received
by TSA from any source (individually and collectively, “Funding Change”), then TSA may,
by written notice to Contactor, (i) amend this Contract, without requirement of signature
by either party, to the extent necessary to achieve compliance with the Regulatory

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Requirements or to accommodate the Funding Change and/or (ii) modify, reduce and/or
terminate the amount paid and payable to Contractor and/or the manner, method or timing
of payment to Contractor. Such amendment or payment change shall be effective on the
earlier of the date of such notice by TSA or the date required to achieve compliance with
the Regulatory Requirements and/or to accommodate the Funding Change. Except as
provided in the preceding portion of this Section 16.5 or in Section 4.7, this Contract cannot
be modified or amended except by a formal writing executed by a duly authorized
representative of each party specifying their intent to amend this Contract. Without
limitation of the foregoing, at the sole option of TSA, significant change in project
objectives, including additions or deletions of service categories, projections of clients and
units, changes in the project periods, or budget duration and supplemental awards will
require amendment.
16.6

Administrative Revisions. Contractor will notify TSA promptly of administrative changes
which are made to facilitate implementation of this Contract and provide necessary
documentation and justification. This provision does not modify Contractor’s obligations
under any provision of this Contract.

16.7

Notices.
a) Any notice by either party of the breach or termination of this Contract shall be given
to the intended recipient in writing at the email address and physical address set forth
below or to such other address(es) for which notice is given in accordance with this
section and effective as herein provided, and shall be given by both email and one of
the following means: (i) hand-delivered, (ii) by U.S. Certified Mail, Return Receipt
Requested postage prepaid, or (iii) by nationally-recognized courier (e.g., Federal
Express, UPS, DHL, etc.) via prepaid next-business day service:
If to TSA:

The Senior Alliance, Area Agency on Aging 1-C
3200 Greenfield Rd Suite 100
Dearborn, MI 48120
Attention: Contracts Manager
Email: [email protected]

If to Contractor:

the address and email address specified for Contractor on
the Cover Sheet of this Contract.

b) Any notice contemplated by this Contract other than those described in subsection
16.7.a above, shall be in writing and may be given in any of the manners specified in
subsection 16.7.a or by any other manner including, without limitation, U.S. first-class
mail or Priority Mail postage prepaid, or fax.
c) The date upon which any notice shall be deemed received by its intended recipient
and which will constitute the start of any prior written notice period required by this
Contract shall be the earlier of: (i) the date upon which it is actually received; (ii) the
date upon which receipt of the notice is acknowledged in writing; (iii) if mailed, the fifth
business day after the date upon which the notice was deposited in the US Mail
postage prepaid; or (iv) if sent via nationally-recognized courier, the first business day
after the business day upon which it was delivered to the courier.
16.8

Approval. When this Contract provides for or requires the approval or consent of TSA,
such approval or consent must be specified in writing to be effective.

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16.9

Severability. If any term, clause, condition or provision of this Contract is held by a court
of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the terms,
conditions, and provisions hereof, or the application of such term, condition, or provision
to persons or circumstances other than those as to which it was held invalid or
unenforceable, shall remain in full force and effect and shall in no way be affected,
impaired, or invalidated thereby; and this Contract shall be construed in all respects as if
such invalid, void or unenforceable terms, conditions or provisions were omitted. Anything
in this Contract to the contrary notwithstanding, if the effect of such holding would be to
materially increase the obligations of either party or materially reduce the benefits flowing
to either party, then the aggrieved party can terminate this Contract effective upon thirty
(30) days’ prior written notice to the other party

16.10 Waivers. Any failure of either party to enforce, at any time or for any period of time, any
provision of this Contract, will not operate or be construed as a waiver of such provision
or any other provision, nor as a waiver of the right of such party to thereafter enforce such
provision or any other provision. Any waiver must be made in writing and signed by an
authorized representative of the waiving party.
16.11 Headings. The heading of sections and clauses in this Contract are for convenience of
reference only and will not affect the interpretation of this Contract.
16.12 Due Authorization and Capability. The Contractor represents and warrants to TSA that all
corporate action and all governmental approvals necessary for the authorization,
execution, delivery, and performance of this Contract have been taken, and that
Contractor is capable and ready to perform its obligations hereunder.
16.13 Choice of Law. The laws of the State of Michigan shall govern this Contract, the
construction of its terms, the interpretation of the rights and duties of the parties, and any
dispute arising under its terms.
16.14 Exhibits. The Exhibits listed below are attached hereto and incorporated herein as
material terms of this Contract:
Exhibit A: Business Associate Agreement
Exhibit B: Conflict of Interest
Exhibit C: Insurance Requirements

Signatures appear on next page.

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TSA Contract for Services to the Aging FY 2027-2029

The Senior Alliance, Area Agency on Aging 1-C
Fiscal Years 2027-2029 Contract for Services to the Aging
Signature Page

SIGNATORIES
THE SENIOR ALLIANCE

CONTRACTOR AGENCY

Signature: _____________________
Typed Name: __________________
Title: Chair – TSA Board of Directors
Date: ________________________

Signature: ____________________
Typed Name: _________________
Mayor Mark Jacobs
Title: ________________________
Date: ________________________

Signature: ____________________
Typed Name: _________________
Title: Chief Executive Officer
Date: _______________________

Signature: ____________________
Typed Name: _________________
City Clerk Bryan Smith
Title: ________________________
Date: ________________________

Departmental Approval
Chief Financial Officer
__________________

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TSA Contract for Services to the Aging FY 2027-2029

EXHIBIT A
BUSINESS ASSOCIATE AGREEMENT
This Business Associate Agreement (“BAA”) is made effective as of the Effective Date of the
Contract (“Underlying Agreement”) to which it is attached as an exhibit, by and between
Contractor, as identified in the Underlying Agreement (hereinafter “Business Associate”), and
TSA, as identified in the Underlying Agreement (hereinafter “Covered Entity”), and applies to all
services and relationships between Covered Entity and Business Associate.
A.

HIPAA and HITECH Dominance. In the event of a conflict or inconsistency between the
terms of any other agreement between the parties and this language, this BAA language
controls with respect to the subject matter herein. This language is required by the Health
Insurance Portability and Accountability Act of 1996, and the Health Information
Technology for Economic and Clinical Health Act (found in Title XIII of the American
Recovery and Reinvestment Act of 2009) ("HIPAA" and “HITECH”). The parties
acknowledge and agree that, beginning with the effective dates under HIPAA and
HITECH, Business Associate will comply with its obligations under this BAA and with all
obligations of a Business Associate under HIPAA, HITECH and any implementing
regulations, as they exist at the time this BAA is executed and as they are amended from
time to time, for so long as this BAA is in place. (Collectively, HIPAA and HITECH are
referred to herein as "HIPAA").

B.

HIPAA Applicability and Scope: Business Associate and Subcontractors. For purposes of
the obligations under this BAA, the term “Subcontractor” means all of the Business
Associate’s subcontractors as well as each of their downstream entities. Business
Associate and its Subcontractors are directly subject to and must independently comply
with the Business Associate provisions of HIPAA notwithstanding the provisions contained
in this BAA.

C.

Protected Health Information. Any Protected Health Information ("PHI") as defined by
HIPAA that, on behalf of Covered Entity, was collected, created, received, maintained by
or transmitted to or from Covered Entity is PHI. For purposes of these obligations PHI
means all PHI in Business Associate's possession or under its control (e.g., employees,
workforce members, subcontractors and their downstream entities, and Subcontractors)
and all PHI collected, created, received, maintained or transmitted by Business Associate
or its Subcontractors on or after the effective date of this HIPAA language.

D.

Confidential Information. Confidential Information means and includes (a) any and all
information related to patients; (b) any and all information about Covered Entity that is not
known to the general public; (c) non-public information that belongs or relates to third
parties to whom Covered Entity has an obligation of confidentiality, including software
contractors; and (d) non-public information about Covered Entity's employees or business
associates.

E.

Employees, Subcontractors and Disciplinary Action
1. Acts / Omissions. Business Associate will be responsible for all actions and/or
omissions by its employees and/or Subcontractor’s employees and is liable to third
parties and Covered Entity for any violation of patients' privacy or security by any

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person granted access or receive data through Business Associate. For purposes of
this BAA, the Business Associate's employees include its workforce members.
2. Employees. Business Associate agrees to instruct its employees regarding the
confidentiality, privacy and security of PHI. Business Associate shall not disclose to
its employees or permit them to access, view, obtain, copy, review or use any PHI that
is not necessary to their services to Covered Entity. Business Associate agrees to
maintain strict performance standards, including disciplinary actions, with respect to
wrongful access to, copying, viewing, misuse or disclosure of PHI.
3. Subcontractors and Downstream Entities. Business Associate shall ensure its
permitted workforce member(s) and Subcontractor(s) (if subcontractors are permitted)
are advised in writing of Business Associate's obligations with respect to PHI.
Business Associate shall require that the permitted Subcontractor(s) agree in writing
to the same permissible uses and disclosures of PHI and the same restrictions and
obligations as Business Associate. Business Associate agrees to make a list of such
Subcontractors and known downstream entities available to Covered Entity upon
request.
4. Administrative and Disciplinary Action. Business Associate will take appropriate
administrative and disciplinary action with respect to its employee or Subcontractor if
a privacy and/or security violation is substantiated.
F.

Permissible Uses of PHI.
1. Using and Disclosing PHI. Business Associate is a person or an organization, other
than a member of a Covered Entity’s workforce, that performs certain functions or
activities on behalf of, or provides certain services to, a Covered Entity that involves
the use or disclosure of PHI. The Business Associate may use or disclose PHI as
permitted by this BAA or as required by law.
Furthermore, the Business Associate may only use or disclose PHI to the extent that
the Covered Entity is permitted to use and disclose PHI and, only if, the Covered Entity
has delegated that use or disclosure to the Business Associate.
2. Business Associate's Internal Management Uses of PHI. Business Associate may use
PHI for internal management and administration of Business Associate, but only in
connection with the direct performance by Business Associate through its employees
of services for Covered Entity pursuant to this BAA.
3. Minimum Necessary. Business Associate is permitted to access, use and/or store
only the minimum necessary PHI to the extent required to perform its duties under this
BAA.
4. Handling PHI. Business Associate further agrees to return or destroy any PHI that is
shared with or delivered to Business Associate erroneously.
5. Data Aggregation. Business Associate is permitted to use PHI for data aggregation
for the health care operations of Covered Entity, only as required by a written contract

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or upon written request of Covered Entity. Data aggregation means combining
Covered Entity's PHI with another unrelated covered entity's PHI for any purpose.
6. De-Identified – Business Associate Use for Own Purposes. Business Associate
agrees not to sell or use any PHI, de-identified PHI or data that identifies the Covered
Entity for its own purposes or for the benefit of its other customers, without Covered
Entity’s prior written consent. Furthermore, in cases where the Business Associate
requests consent to de-identify PHI, the Business Associate shall specify to the
Covered Entity the manner in which the Business Associate will de-identify the
information.
G.

Safeguards, Reporting, and Mitigation
1. Safeguards. Business Associate agrees to implement reasonable administrative,
physical and technical safeguards to protect the confidentiality, integrity and
availability of all PHI. Business Associate agrees to implement reasonable electronic
security practices for Covered Entity PHI, which is transmitted, stored, collected,
created, received, maintained or used in electronic form. Business Associate also shall
require its permitted Subcontractor(s) to agree in writing to implement reasonable
administrative, physical and technical safeguards to protect the confidentiality, integrity
and availability of all Covered Entity’s PHI.
2. Reporting. Business Associate will report to Covered Entity any unauthorized use or
disclosure of PHI by Business Associate or its workforce or any agent or subcontractor
of Business Associate and any security incident as described in 45 C.F.R. 164.304 of
which Business Associate becomes aware. Business Associate will make the report
not more than two (2) business days after Business Associate learns of such use,
disclosure or security incident. For purposes of this Agreement, a “security incident”
will not include a request-response utility used to determine whether a specific Internet
Protocol[IP] address, or host, exists or is accessible (i.e., a “ping”). Additionally, if the
definition of “security incident” under HIPAA is modified to remove the requirement for
reporting “unsuccessful” security incidents, this paragraph shall no longer apply as of
the effective date of such regulation modification. Business Associate will cooperate
with Covered Entity in the investigation of all security incidents and unauthorized
disclosures.
3. Breach Notification. Business Associate represents and warrants that it will comply
with the Breach Notification Rules as they are amended from time-to-time. Business
Associate will report, following discovery and without unreasonable delay, but in no
event later than five (5) business days following discovery, any “breach” of “unsecured
PHI” as those terms are defined by the Privacy Rule and Notification Rules. Any such
report shall include the identification (if known) of each Individual whose unsecured
PHI has been, or is reasonably believed to have been, accessed, acquired, or
disclosed during such breach, along with all other information required to be reported
under the Privacy Rule. Business Associate will reimburse the Covered Entity for all
costs, expenses, liabilities (including reasonable attorney’s fees) and other damages
of any kind or nature arising out of or relating to a “breach” as defined by the
Notification Rules of unsecured PHI in the possession or control of Business Associate
or Business Associate’s affiliates, subsidiaries, agents and/or subcontractors. In the
event notification to Individuals is required under HIPAA as the result of a breach of
PHI within Business Associate’s possession or control then, in any case, Business

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Associate shall be solely responsible for the costs of preparation and delivery of each
such notification. The foregoing notwithstanding, only upon request by Covered Entity
shall Business Associate prepare and deliver such notification to Individuals on
Covered Entity’s behalf and provide to Covered Entity proof of such notification. All
notifications to Individuals shall be consistent with the notification content
requirements established under HIPAA.
4. Agents and Subcontractors. Business Associate will not provide or make available
any PHI to any subcontractors who or which create, receive, maintain or transmit PHI
on its behalf without first obtaining their written agreement with the same requirements
as this Agreement. Business Associate will ensure that any such agent or
subcontractor agrees to implement reasonable and appropriate safeguards to protect
the Covered Entity’s PHI. Business Associate will ensure that any such agent or
subcontractor agrees to implement reasonable and appropriate safeguards to protect
Covered Entity’s PHI. Business Associate agrees to indemnify the Covered Entity for
any violations of this Agreement by any of the Business Associate’s subcontractors.
5. Reporting of Actual or Suspected Violations. Business Associate will report, in writing,
within five (5) business days to the Covered Entity’s Privacy Official and/or Security
Official any actual or suspected privacy incident, breach of security, intrusion or
unauthorized use or disclosure of PHI or ePHI not permitted by this BAA, made by its
employees and/or Subcontractors, and will cooperate with Covered Entity in the
investigation of these incidents.
6. Content – Reporting of Actual or Suspected Violations. Business Associate shall
report to Covered Entity, to the best extent reasonably possible, the identification of
each individual whose PHI or ePHI has been, or is reasonably believed by the
Business Associate, to have been accessed, acquired, or disclosed during the actual
or suspected breach of privacy, security or HITECH.
7. Mitigation. Business Associate agrees to cooperate and collaborate with the Covered
Entity in mitigating any harmful effect that is known to Business Associate, including
employees, agents, or Subcontractors, of a use or disclosure of PHI by Business
Associate or its employees, agents, or Subcontractors in violation of the requirements
of this BAA. Business Associate also agrees to be responsible for all mitigation and
compliance costs related to a breach of privacy or security caused by the Business
Associate or its employees, agents, or Subcontractors.
8. Indemnification. Business Associate, for itself and for its officers, directors, members,
managers, employees, agents, affiliates, and subsidiaries (collectively, “Indemnifying
Party”) will defend, indemnify and hold Covered Entity and its officers, directors,
members, managers, employees, agents, affiliates, and subsidiaries (collectively,
“Indemnified Party”) harmless from and against, and pay, any and all claims, actions,
losses, costs, damages, liability, and demands of every kind and nature, including but
not limited to court costs and attorney fees, arising out of or resulting from: (a) any
breach of duty or obligation under this Agreement that pertains in any way to PHI or
any violation or alleged violation of the Privacy Rule or the Security Rule; and/or (b)
mitigation of the harmful effects of a use or disclosure of PHI in material breach of this
Agreement or any applicable law or regulation.
9. Documentation of Disclosures. In accordance with 45 C.F.R. 164.528, Business
Associate will document all disclosures of PHI and information related to such

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disclosures that is required for Covered Entity to respond to a request by an Individual
for an accounting of disclosures of PHI. For each disclosure, Business Associate will
record:
a. the disclosure date;
b. the name and address (if known) of the entity to whom Business Associate
made the disclosure;
c. a brief description of the PHI disclosed;
d. a brief statement of the purpose of the disclosure; and
e. any additional information to the extent required by the Privacy Rule.
Business Associate will maintain this disclosure information for at least six years
following the date of the accountable disclosure to which the disclosure relates. In
accordance with 45 C.F.R. 164.528, Business Associate will provide documentation
of disclosures collected pursuant to this Section within two (2) business days of a
written request by Covered Entity and in a manner designated by Covered Entity, to
permit Covered Entity to respond to a request by an Individual for an account of
disclosures of PHI. Covered Entity shall provide all accounting of disclosures required
under HIPAA and the HITECH Act.
10. Standard Transaction Rules. In the event that Business Associate transmits or
receives any covered electronic transaction on behalf of Covered Entity, it will comply,
and require each of its employees, Subcontractors, and agents to comply, with each
applicable requirement of the Standards for Electronic Transaction Rule, found at
C.F.R. Parts 160 and 162, when conducting all or any part of a standard transaction
electronically for, on behalf of, or with Covered Entity.
H.

Confidentiality and Pattern of Activity.
1. Confidentiality. All Covered Entity Confidential Information (as defined in Section 9 of
the Underlying Agreement) is subject to the confidentiality and use and disclosure
provisions of federal and state law. Business Associate agrees to maintain the
confidentiality of all Confidential Information in accordance with such laws.
2. Notice of Legal Contact. To the fullest extent permitted by law, Business Associate
shall promptly notify Covered Entity in writing of a request for disclosure of PHI
required by law or court order prior to disclosing such PHI.
3. Pattern of Activity. If Business Associate becomes aware of a pattern of activity or
practice by Covered Entity that constitutes a material breach or violation of the
Covered Entity’s obligations under this BAA, Business Associate will notify Covered
Entity in writing of the same.

I.

Patient Rights With Respect To PHI. Upon request, the Business Associate shall make
PHI in its possession or under its control available to the Covered Entity within five (5)
business days of Covered Entity's request.
1. Notice of Patient Contact. Business Associate shall promptly notify the privacy officer
of Covered Entity if a patient contacts Business Associate in connection with the
patient's PHI.
2. Covered Entity shall be responsible for communicating with patients regarding their
patient rights.

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3. Covered Entity’s Obligations. To the extent that the Covered Entity has any limitations
and/or restrictions that affect the Business Associate’s use or disclosure of PHI, the
Covered Entity shall notify the Business Associate of such limitations and/or
restrictions, including, but not limited to, those listed on the Covered Entity’s Notice of
Privacy Practices, limitations and/or restrictions agreed upon or required by HIPAA for
a specific patient.
4. If the Business Associate is engaged to maintain PHI in a designated record set, then
the Business Associate agrees to honor patient rights under HIPAA.
5. Business Associate will make PHI available in electronic format upon request by
Covered Entity.
6. Electronic Health Records Related to Treatment, Payment, or Operations. In the case
of a direct request for an accounting from an individual to Business Associate related
to treatment, payment or health care operations disclosures from electronic health
records, Business Associate shall, in collaboration with the Covered Entity, provide
such accounting to the individual in accordance with HIPAA and HITECH. Business
Associate shall document such disclosures and provide Covered Entity notice of the
disclosure.
J.

Amendment. Upon enactment of any law, regulation, court decision or relevant
government publication and/or interpretive policy affecting the use or disclosure of PHI,
Covered Entity, by written notice to Business Associate and without necessity of signature
by either party, may amend this BAA in such manner as Covered Entity determines
necessary to comply with same.

K.

Access for Audit. Business Associate shall make its internal practices, books and records
relating to the use and disclosure of any PHI available to Covered Entity and to other
authorized government investigators for purposes of determining Business Associate's
and Covered Entity's compliance with the HIPAA. Business Associate agrees that
Covered Entity has the right to audit, investigate, monitor, access, review and report on
Business Associate's use of any Covered Entity PHI, with or without advance notice or
knowledge from Covered Entity.

L.

Assignment. Business Associate cannot assign any of its rights, nor delegate any of its
duties, under this BAA without the express, prior written consent of Covered Entity.

M.

Laws. Business Associate also will comply with all federal and state security and privacy
laws applicable to Business Associate and more protective of individual privacy than are
the HIPAA and/or HITECH.

N.

Injunctive Relief. Business Associate, for itself and its employees, agents, and
Subcontractors, acknowledges and stipulates that any unauthorized use or disclosure of
PHI while performing services pursuant to this BAA may cause irreparable harm to
Covered Entity, and in such event, Covered Entity will be entitled, if it so elects, to institute
any type of proceeding in any court of competent jurisdiction in equity, to seek injunctive
relief.

O.

Termination of Relationship.

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TSA Contract for Services to the Aging FY 2027-2029

1. Immediate Termination and Cure. Covered Entity may immediately terminate its
relationship with Business Associate upon written notice to Business Associate without
any liability to Business Associate if Covered Entity determines that Business
Associate has violated a material requirement related to HIPAA and/or HITECH.
Covered Entity, at its option and within its sole discretion, has the right to take
reasonable steps to cure the breach and/or may (a) allow Business Associate to take
steps to cure the breach, and (b) in the event of such a cure, elect to keep the
relationship in force.
2. PHI Obligations upon Termination or Expiration. Unless Business Associate is
required by law to maintain PHI, Business Associate shall return or destroy (and not
retain any copies of) all PHI in its possession or under its control within 30 days after
the termination/expiration of this BAA. Business Associate shall seek and obtain
written instructions from the Covered Entity regarding whether to return or destroy the
PHI. If Business Associate is unable to return PHI and if destruction is not feasible,
then Business Associate shall notify Covered Entity of the reasons for being unable to
return or destroy PHI in writing and must, at a minimum, maintain PHI as required by
this BAA and HIPAA and/or HITECH for so long as the Covered Entity PHI exists.
Business Associate shall not transfer possession of Covered Entity PHI without prior
written approval of Covered Entity. If at any time Business Associate determines it is
unable to protect the Covered Entity's PHI, Business Associate shall destroy all
Covered Entity PHI and all copies thereof and furnish Covered Entity with
commercially reasonable proof of such destruction.
3. Covered Entity may terminate this BAA effective immediately, if (i) Business Associate
is named as a defendant in a criminal proceeding for a violation of HIPAA, HITECH,
or other security or privacy laws or (ii) there is a finding or stipulation that Business
Associate has violated any standard or requirement of HIPAA, HITECH, or other
security or privacy laws in any administrative or civil proceeding in which Business
Associate is involved.
4. Termination of Other Agreements. If this BAA is terminated for any reason, Covered
Entity may terminate the Underlying Agreement and any or all other agreements
between the parties which involve the use or disclosure of PHI. This provision shall
supersede and control over any contrary termination provision in any other agreement.
P.

Prohibition of Offshore Disclosure. Nothing in this BAA shall permit the Business
Associate to access, store, share, maintain, transmit or use or disclose PHI in any form
via any medium with any entity or person, including the Business Associate’s employees
and Subcontractors, beyond the boundaries and jurisdiction of the United States without
express, prior written authorization from Covered Entity.

Q.

Information System Access. This paragraph only applies in cases where the Business
Associates’ employees and/or its Subcontractors’ employees will be provided within
continuous log-on access to all or a portion of Covered Entity’s Information System:
1. Policies and Procedures. Business Associate agrees to comply with all of the Covered
Entity’s Information Systems (network, systems or applications) policies and
procedures applicable to accessing, using or connecting to any Covered Entity
Information System. Covered Entity will provide its Information System policies and
procedures to Business Associate.

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TSA Contract for Services to the Aging FY 2027-2029

2. Security Codes and Passwords. Business Associate agrees that (a) its agents,
employees and any approved subcontractors will use their access security codes or
passwords only to perform their duties under this BAA; (b) all such individuals are
strictly prohibited from disclosing their security codes or passwords to anyone,
including family, friends, fellow workers (other than the system security administrator),
supervisors, and subordinates for any reason; and (c) all such will keep their security
codes and passwords in confidence and not misuse or attempt to alter Covered
Entity's Information System in any way.
3. Use of Access. Business Associate agrees to use its access to Covered Entity’s
Information Systems and Confidential Information only for treatment, payment and
operations purposes permitted by HIPAA for Covered Entity’s patients or participants
or to perform services for Covered Entity. Business Associate will access, use or
disclose patient or business information obtained using access to the Information
Systems only for the legitimate health care purposes of the Business Associate or to
perform services for Covered Entity, and will only use or disclose the minimum
necessary amount of information needed for the purposes identified.
4. Training. Business Associate will provide training to its employees and Subcontractors
on their responsibilities for proper use of Covered Entity’s Confidential Information and
Information Systems.
5. Confidentiality Agreement for Individuals. Business Associate will require each of
Business Associate’s employees and Subcontractors with continuous log-on access
to Covered Entity’s Confidential Information and Information Systems to sign the
Covered Entity’s “Confidentiality Agreement” prior to being given continuous log-on
access to the Information Systems (e.g., login ID and password). Business Associate
shall provide Covered Entity the signed “Confidentiality Agreement” upon request.
6. Annual Review, Suspension and Termination of Access.
i.
Business Associate will cooperate with Covered Entity in the timely suspension
or termination of the access of any of its employees and/or Subcontractors who
no longer need access to Covered Entity’s Information System to carry out their
job functions. Business Associate will complete an annual review of all
employees and Subcontractors of Business Associate in an effort to identify
individuals who no longer need access.
ii.

Business Associate will immediately suspend or terminate its employee’s
and/or Subcontractor’s access to Covered Entity’s Information Systems and/or
connection to a Covered Entity Network in the event of a suspected or actual
violation of this BAA, and will not reinstate access and/or connection privileges
unless and until Covered Entity given its prior written consent to the
reinstatement of these privileges.

iii.

Business Associate acknowledges that Covered Entity has, at its sole
discretion, the right to immediately terminate any of the Business Associate’s
employees and/or Subcontractors right to access to any aspect of Covered
Entity’s Information Systems and/or Network connection in the event of
Business Associate’s improper use of Covered Entity’s Information System
and/or Network connection, Business Associate’s failure to maintain the
confidentiality of Covered Entity business information or any PHI, failure to
maintain patient privacy or failure to safeguard and protect the security of the

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TSA Contract for Services to the Aging FY 2027-2029

Information Systems and/or Network connection, or Covered Entity’s PHI or
business information.
7. Additional Obligations for Entities Permitted to Have Administrative Authority
(Gatekeeper). In instances where Business Associate is permitted to have
administrative authority by Covered Entity to approve or revoke access to Covered
Entity’s Information Systems, Business Associate agrees that it will grant access to
only those persons eligible under Covered Entity’s policies and will not approve or
request access to Covered Entity’s Information Systems for individuals other than its
own employees and Subcontractors without the prior written approval of Covered
Entity.
R.

Network Connection. This paragraph only applies in cases where Business Associate is
permitted to access Covered Entity Confidential Information via a network connection (the
“Covered Entity Network”), the following provisions apply:
1. Personal Benefit.
Business Associate (including its agents, employees and
subcontractors) shall not at any time or in any manner, either directly or indirectly, use
for the personal benefit of Business Associate, distribute, sell, market or
commercialize Covered Entity Confidential Information, create derivative products or
applications based on Covered Entity Confidential Information or otherwise use
Covered Entity Confidential Information in any manner not expressly permitted by this
BAA.
2. Permitted Purposes of Connection. Business Associate will use or disclose PHI
obtained from the Covered Entity Network only for the legitimate health care purposes
of
i.
Treatment, payment and operations of the Business Associate,
ii.

To perform services for Covered Entity related to treatment, payment and
operations, and/or

iii.

To perform services for a health care provider that shares patients with the
Covered Entity related to treatment, payment and operations of that provider.

S.

Survival. The respective rights and obligations of the parties under this BAA, including
without limitation the obligations of the Business Associate under the Section captioned,
Termination of Relationship, shall survive termination of the BAA to the extent necessary
to fulfill their purposes.

T.

Definitions. Terms not defined herein shall have the same meaning as those terms in the
HIPAA Rules.
Breach Notification Rules shall mean the breach notification rules under 45 C.F.R. 164,
Subpart D, as amended.
Genetic Information shall have the same meaning as the term “genetic information” in 45
C.F.R. 160.103, as amended.
HIPAA Rules shall mean the Privacy, Security, Breach Notification, and Enforcement Rules
found at 45 C.F.R. Parts 160 and 164, as amended.
Individual shall have the same meaning as the term “individual” in 45 C.F.R. 160.103, as

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TSA Contract for Services to the Aging FY 2027-2029

amended, and shall include a person who qualifies as a personal representative in
accordance with 45 C.F.R. 164.502(g), as amended.
Privacy Rule shall mean the Standards for Privacy of Individually Identifiable Health
Information at 45 C.F.R. Parts 160 and 164, Subparts A and E, as amended.
Protected Health Information or PHI shall have the same meaning as the term “protected
health information” in 45 C.F.R. 160.103, as amended.
Security Rule shall mean the Security Standards and Implementation Specifications at 45
C.F.R. Parts 160 and 164, Subpart C, as amended.
U.

Execution. Execution of the Underlying Agreement by Contractor and TSA shall constitute
execution of this BAA by each of them without necessity of additional signatures.

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TSA Contract for Services to the Aging FY 2027-2029

EXHIBIT B
CONFLICT OF INTEREST POLICY AND DECLARATION
Conflicts of Interest
Entities and individuals shall operate under the following rules when voting or acting on any
existing or proposed contract or other decision affecting any existing or proposed contractor or
contractor of TSA.
1. A. None of the following entities and individuals shall participate in the selection, award,
or administration of a contract, or in any vote or other action on any contract or other
decision affecting any existing or proposed contractor or contractor of TSA if the individual
or entity in question has any financial relationship with, or any investment, ownership or
control interest in, the existing or proposed contractor or contractor:
i.
ii.
iii.
iv.

the entity or individual itself/himself/herself;
any member of the individual’s immediate family;
any partner or business colleague of the individual; or
any organization or entity in which any of the persons listed in (a) to (c) is:
a.
an officer, director, or employee, or
b.
negotiating, discussing or pursuing prospective employment, a
prospective contractual relationship, and/or a prospective management or
governance position.

B. An individual or entity who or which writes or participate in the submission of any letter or
other written statement of support for an existing or proposed contractor or contractor shall
be deemed to have a conflict of interest, and must abstain from discussion or debate on,
making a recommendation with respect to, or voting on, any decision affecting the existing
or proposed contractor or contractor. The foregoing rule does not apply to a request for
funding from any source other than TSA and does not pass through TSA, nor to any issue
that does not relate to or directly or indirectly affect TSA.
2. Utilizing the Conflict of Interest Declaration form attached incorporated into this Policy,
each existing and potential contractor or contractor of TSA shall disclose in writing to
TSA’s Chief Executive Officer and Compliance Officer:
a. whether the existing or potential contractor or contractor, or any officer, owner,
governing board member, employee or contractor of the existing or potential
contractor or contractor, has any financial relationship, of any type or nature, with
any officer, director, employee of TSA or of any organization or entity that
conducts business with TSA, or with any immediate family member of any such
individual, and, if so, all material details of such relationship; and
b. whether any officer, director, or employee of TSA or of any organization or entity
that conducts business with TSA, or any immediate family member of any such
individual, has an investment, ownership and/or control interest in the existing or
potential contractor or contractor or in any entity that is a parent, subsidiary,
sister or affiliate of the existing or potential contractor or contractor, and, if so, all
material details of each such investment, ownership and/or control interest.
Each of the relationships described in subsections 2.a and 2.b above is deemed to be an

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TSA Contract for Services to the Aging FY 2027-2029

actual or potential conflict of interest between the existing or potential contractor or
contractor and TSA.
3. An entity or individual who has an actual or potential conflict of interest described under
section 1 above must disclose that actual or potential conflict of interest before engaging
in any discussion, vote or other action on any contract or other decision affecting the
existing or proposed TSA contractor in question.
4. An entity or individual who has an actual or potential conflict of interest described under
section 1 above, shall abstain from discussion or debate on, making a recommendation
with respect to, or voting on, any contract, grant, or other TSA action concerning or with
respect to the existing or proposed TSA contractor in question.
5. TSA’s Compliance Officer and, at the Compliance Officer’s request, TSA’s Compliance
Committee and/or Board of Directors shall consider the facts disclosed by the existing or
potential contractor or contractor pursuant to section 2 above, before TSA’s selection,
award, termination, or administration of a contract with, or any TSA vote or other action
on any existing or proposed contract with, or other decision affecting, the existing or
proposed contractor or contractor in question.
Conflict of Interest Declaration
Except as specified in detail below, Contractor does not have a conflict of interest, as defined
and explained in this Conflict of Interest Policy, with TSA or with any organization or entity that
conducts business with TSA:

Name of Organization

Nature of Conflict of Interest

If necessary for complete disclosure, attach one or more additional sheets and check here: □

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TSA Contract for Services to the Aging FY 2027-2029

EXHIBIT C
COMPLIANCE WITH INSURANCE REQUIREMENTS
On the chart below, Contractor shall indicate the coverage limits and the expiration date for each
listed type of required insurance.
Type of Insurance
General Liability, Products /
Completed Operations,
Premises, and Advertising Injury
/ Personal Injury, Including
1.
product liability ($1,000,000 per
occurrence /$1,000,000
aggregate)
Worker’s Compensation /
Employer’s Liability ($500,000
2.
limits)
Auto Liability Insurance
($1,000,000 per
3. occurrence/$1,000,000
aggregate)
Third-Party Crime/Fidelity
4. ($50,000 limit)

Yes

No

X
X

X

X

Cyber Liability ($500,000 per
5. occurrence/$500,000 aggregate)

X
6.

Sexual Abuse/Molestation
Liability ($500,000 limits)

Umbrella / Excess Liability
7. (Recommended, suggested
amount $1,000,000)

X
X
Page 49 of 49

TSA Contract for Services to the Aging FY 2027-2029

Amount of
Coverage

Expiration
Date

CITY OF GARDEN CITY

CITY COUNCIL AGENDA ITEM
REQUEST FORM
OFFICE USE ONLY
Submitted to:

Tim Gibbons, City Manager

Submitted by:

Zackary King, Parks and
Recreation Director

Date: 09/10/2026
ITEM #

11 B 7

Council Meeting of
DATE: 9/14/26

BID/CONTRACT
BOARD APPOINTMENT
CEREMONIAL
EXECUTE AGREEMENT
FEE WAIVER
LIQUOR LICENSE
NEW/AMENDED ORDINANCE
ON-STREET SALES
OTHER

ACTION REQUESTED
PERMIT
PD CHANGE OF USE
PD SITE PLAN
PRESENTATION
PROCLAMATION
RESOLUTION
REZONING
SUPP/TRF APPROPRIATION
PUB HEARING REQUIRED

X

TITLE / DESCRIPTION OF ITEM (IF ORDINANCE, CITE TITLE/CHAPTER/SECTION(S))

Road Closure – Chili Cook-Off Community Festival
PROPOSED RESOLUTION
To approve the temporary closure of Central Street for the 2026 Chili Cook-Off Community
Festival on Saturday, September 26, 2026, as outlined in the attached request.

Fiscal Year

FINANCIAL IMPACT
G/L Acct. Number
N/A

Amount

REVIEW CHECKLIST
DEPARTMENT(S):
FINANCIAL:
COMMISSION(S):
CITY ATTORNEY:
CITY MANAGER:

Zachary King

DATE:
DATE:
DATE:
DATE:
DATE:

09/10/2026

OFFICE OF

PARKS & RECREATION

Radcliff Center
1751 Radcliff Street
Garden City, Michigan 48135

Phone: 734-793-1600
www.GardenCityMI.org

Zachary King, Director
[email protected]

September 10, 2026
TO: Tim Gibbons, City Manager
FROM: Zachary King, Parks Director
SUBJECT: Road Closure - Chili Cook-Off Community Festival

We are requesting approval for the temporary closure of portions of Central Street on Saturday, September 26, 2026, for
the 2026 Chili Cook-Off Community Festival.
To allow for the safe setup, operation, and cleanup of the event, the following street closures are requested:



Central Street from Ford Road to Beechwood Street: 8:00 AM to 5:00 PM
Central Street from just north of the Miniature Golf parking lot to just south of Beechwood Street: 5:00PM to
10:00 PM

The larger closure from Ford Road to Dawson Street will accommodate festival activities taking place throughout the
downtown area. Once those activities conclude, we will reopen Central Street at Ford Road so vehicles can access the
Miniature Golf’s parking lot at approximately 5:00 PM. The smaller section between the Miniature Golf parking lot and
Beechwood Street will remain closed until 10:00 PM to accommodate the remaining festival activities and cleanup.
Appropriate barricades and traffic-control measures will be utilized throughout the event, and access will be coordinated
as necessary with the Garden City Police Department, Fire Department, and Department of Public Works.
We respectfully request City Council's approval of these temporary street closures for the 2026 Chili Cook-Off
Community Festival.
Thank you for your continued support of this annual community event.
Recommended Action:
To approve the temporary closure of Central Street for the 2026 Chili Cook-Off Community Festival on Saturday,
September 26, 2026, as outlined in the attached request.

Thank You for the consideration,
Zachary King
Parks Director