The Wayne County Commission on Monday approved a two-year comparable-source professional services contract with NCC HC Resources after discussion about a mutual indemnification clause and the county's obligations under a Department of Justice settlement.

Commission counsel flagged two concerns in advance: the mutual indemnification language and the fact that the vendor selection had been approved by the Department of Justice. Commissioner Kinlock moved approval; Commissioner Wilson supported the motion.

The nut graf: Assistant Corporation Counsel Libby Bosticker said, “The contractor requested specifically that there be mutual indemnification, and our mutual indemnification clause that we included, accounts for, government immunity.” Chief Assistant Corporation Counsel Helen Hart added this contract relates to a consultant selected as part of oversight tied to a DOJ consent order: “this is a consulting company that we've settled with the justice department. So they will be issuing reports to the justice department whether or not we have complied with the justice department's consent.”

Commissioners repeatedly questioned the wisdom of mutual indemnification and whether the commission would see consultant reports before they were sent to DOJ. Counsel said the clause was limited “to the extent provided by law” and that because the vendor was approved under the earlier consent agreement, rejecting the contractor could raise compliance issues with the DOJ settlement. Deputy Corporation Counsel Suhumu told the body that paragraph 51 of the agreement gave DOJ authority over expert selection.

After discussion about the unusual indemnity language and the commission's limited role in selection under the consent agreement, members voted to approve the contract as presented. The motion carried. The contract was approved with the indemnification language described in counsel's analysis; no amendment to strike the clause was adopted at the meeting.