Loading...
HomeMy WebLinkAboutResolutions - 2011.11.02 - 18773MISCELLANEOUS RESOLUTION #11261 NOVEMBER 2, 2011 BY: Finance Committee, Tom Middleton, Chairperson IN RE: DEPARTMENT OF MANAGEMENT AND BUDGET! PURCHASING DIVISION — APPROVAL OF CONTRACT FOR OAKLAND SCHOOLS TO PROVIDE PRINTING AND GRAPHIC SERVICES TO OAKLAND COUNTY TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Chairperson, Ladies and Gentlemen: WHEREAS the County has eliminated its internal Print Shop per resolution #11049 dated March 24, 2011; and WHEREAS Oakland Schools has agreed to provide printing and graphic service to the County; and WHEREAS Budget appropriations were allocated in each department to cover the cost of outside printing. The County shall be charged for the services based on Oakland School's current published rates for printing and graphic services. Each department is responsible to monitor their budget. WHEREAS The agreement shall remain in effect for three (3) years from the date of execution by both Parties. The Agreement may be renewed upon mutual consent of the Parties for two (2) additional one (1) year terms. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners hereby approves entering into the attached Contract with Oakland Schools for Printing and Graphic Services. BE IT FURTHER RESOLVED that the Board of Commissioners' Chairperson is authorized to sign this contract. BE IT FURTHER RESOLVED that the Oakland County Clerk shall receive and file the executed contract with the concerned unit of government as required by law. Chairperson, on behalf of the Finance Committee, I move the adoption of the foregoing resolution. FINANCE COMMITTEE: Motion carried unanimously on a roll call vote with Greimel absent. AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND OAKLAND SCHOOLS EININEMESEMIENIP MINIENNUMININEMIIIIMENIMINEMINEN111 This Agreement is made between the County of Oakland, a Constitutional and Municipal Corporation, whose address is 1200 North Telegraph, Pontiac, Michigan 48341 ("County") and the Oakland Schools, a Michigan intermediate school district, whose address is 2111 Pontiac Lake Road, Waterford, MI 48328 ("Oakland Schools"). In this Agreement, the County and Oakland Schools may also be referred to individually as "Party" or jointly as "Parties." PURPOSE OF AGREEMENT. Pursuant to the Urban Cooperation Act of 1967, 1967 PA 7, MCL 124.501, et seq., the County and Oakland Schools enter into this Agreement. The County desires that Oakland Schools provide printing and graphic services to the County on an as needed basis. The purpose of this Agreement is to delineate the responsibilities and obligations of the Parties regarding the printing and graphic services. In consideration of the mutual promises, obligations, representations, and assurances in this Agreement, the Parties agree to the following: 1. DEFINITIONS. The following words and expressions used throughout this Agreement, whether used in the singular or plural, within or without quotation marks, or possessive or nonpossessive, shall be defined, read, and interpreted as follows: 1.1. Agreement means the terms and conditions of this Agreement, the Exhibits attached hereto, and any other mutually agreed to written and executed modification or amendment. 1.2. Claim means all losses, complaints, demands for relief, damages, lawsuits, causes of action, proceedings, judgments, deficiencies, penalties, costs, and expenses arising under or relating to this Agreement, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigations, litigation expenses, amounts paid in settlement, and/or any other amount for which either Party becomes legally and/or contractually obligated to pay a third party, whether direct, indirect, or consequential, whether based upon any alleged violation of the constitution (federal or state), any statute, rule, regulation, or the common law, whether in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 1.3. County means Oakland County, a Municipal and Constitutional Corporation including, but not limited to, all departments, divisions, the County Board of Commissioners, elected and appointed officials, directors, board members, Page 1 Oct 27 2011 ITEM 1 Printing and Graphics Agreement (Final Version).doc council members, commissioners, authorities, committees, employees, agents, or any such persons' successors. 1.4. Day means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. 1.5. Oakland Schools means Oakland Schools including, but not limited to, its departments, divisions, elected and appointed officials, directors, board members, authorities, committees, employees, agents, subcontractors, or any such successors of Oakland Schools. 2. OAKLAND SCHOOLS' RESPONSIBILITIES. Subject to the terms and conditions contained in this Agreement, and applicable changes in law, Oakland Schools shall carry out the following: 2.1. Oakland Schools shall providing printing and graphic services to the County ("Services") as requested in writing by the County. 2.2. If Oakland Schools is not able to complete the requested Services or it is not practical for Oakland Schools to complete the requested Services, then Oakland Schools shall promptly notify the County, specifically the requesting County department and/or the County Purchasing Division, of this fact. 2.3. Oakland Schools shall deliver or cause to be delivered the products produced ("Products") by the Services to the County department that requested the Services unless the County requests to pick-up the Products or except as provided in Section 11 of this Agreement 3. COUNTY'S RESPONSIBLITIES. Subject to the terms and conditions contained in this Agreement, and applicable changes in law, the County shall carry out the following: 3.1. The County will pay for the Services within thirty (30) days of receipt of a P- Card Charge Statement or written invoice (hereinafter collectively "Invoice") from Oakland Schools. The fees for the Services shall be based on Oakland Schools' then current published rates for printing and graphic services. 3.2. The Parties acknowledge that the Invoice will be paid by the County via procurement card ("P-Card"), written check or electronic transfer of funds. The County will encourage all County Department to pay Invoices via P- Card, to expedite payment to Oakland Schools. 4. DURATION OF INTERLOCAL AGREEMENT. 4.1. The Agreement and any amendments hereto shall be effective when executed by both Parties, with resolutions passed by the governing bodies of each Party, and when the Agreement is filed according to MCL 124.510. 4.2. This Agreement shall remain in effect for three (3) years from the date it executed by both Parties. The Agreement may be renewed upon mutual consent of the Parties for two (2) additional one (1) year terms. Such consent on behalf of the County shall be given by the Purchasing Division. 5. LIABILITY. 5.1. Each Party shall be responsible for any Claim made against that Party by a third party, and for the acts of its employees or agents arising under or related to this Agreement. Page 2 Oct 27 2011 ITEM 1 Printing and Graphics Agreement (Final Version).doc 5.2. In any Claim that may arise under or related to this Agreement, each Party shall seek its own legal representation and bear the costs associated with such representation, including any attorney fees. 5.3. Neither Party shall have any right under any legal principle to be indemnified by the other Party or any of its employees or agents in connection with any Claim. 5.4. Except as otherwise expressly provided in this Agreement, neither Party shall be liable to the other Party for any consequential, incidental, indirect, or special damages of any kind in connection with this Agreement. 6. TERMINATION OR CANCELLATION OF AGREEMENT. 6.1. Either Party may terminate or cancel this Agreement for any reason upon sixty (60) days written notice to the other Party. The effective date for termination or cancellation shall be clearly stated in the notice. 6.2. The Parties shall not be obligated to pay a cancellation or termination fee, if this Agreement is cancelled or terminated as provided herein. 7. NO THIRD PARTY BENEFICIARIES. Except as expressly provided in this Agreement, this Agreement does not and is not intended to create any obligation, duty, promise, contractual right or benefit, right to indemnification, right to subrogation, and/or any other right, in favor of any other person or entity. 8. COMPLIANCE WITH LAWS. Each Party shall comply with all federal, state, and local laws, statutes, ordinances, regulations, administrative rules, and requirements applicable to its activities performed under this Agreement. 9. DISCRIMINATION. The Parties shall not discriminate against their employees, agents, applicants for employment, or other persons or entities with respect to hire, tenure, terms, conditions, and privileges of employment, or any matter directly or indirectly related to employment in violation of any federal, state or local law. 10. RESERVATION OF RIGHTS. This Agreement does not, and is not intended to, impair, divest, delegate, or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or immunity of the Parties and shall not be construed to waive the defense of governmental immunity held by the County and Oakland Schools. 11. FORCE MAJEURE. Each Party shall be excused from any obligations under this Agreement during the time and to the extent that a Party is prevented from performing due to causes beyond such Party's control, including, but not limited to, an act of God, war, tire, strike, labor disputes, civil disturbances, reduction of power source, or any other circumstances beyond the reasonable control of the affected Party. Reasonable notice shall be given to the affected Party of any such event. 12. DISPUTE RESOLUTION. The Parties shall attempt in good faith to resolve any claim, dispute difference, or disagreement ("Dispute") arising out of or relating to this Agreement within thirty (30) days of the occurrence of events giving rise to the Dispute. The County shall first notify Oakland Schools' Graphics and Printing Manager ("Manager") in writing of the Dispute. If the Dispute is not resolved to the mutual satisfaction of the Parties, the County shall forward the Dispute to the Oakland Schools Chief Contracting Officer in writing. The Chief Contracting Officer shall investigate the Dispute and render a decision. Page 3 Oct 27 2011 ITEM 1 Printing and Graphics Agreement (Final Version).doc 13. IN-KIND SERVICES. This Agreement does not authorize any in-kind services, unless previously agreed to by the Parties and specifically listed herein. 14. DELEGATION/SUBCONTRACT/ASSIGNMENT. A Party shall not delegate, subcontract, and/or assign any obligations or rights under this Agreement without the prior written consent of the other Party. 15. NO IMPLIED WAIVER. Absent a written waiver, no act, failure, or delay by a Party to pursue or enforce any rights or remedies under this Agreement shall constitute a waiver of those rights with regard to any existing or subsequent breach of this Agreement. No waiver of any term, condition, or provision of this Agreement, whether by conduct or otherwise, in one or more instances, shall be deemed or construed as a continuing waiver of any term, condition, or provision of this Agreement. No waiver by either Party shall subsequently effect its right to require strict performance of this Agreement. 16. SEVERABILITY. If a court of competent jurisdiction finds a term or condition of this Agreement to be illegal or invalid, then the term or condition shall be deemed severed from this Agreement. All other terms, conditions, and provisions of this Agreement shall remain in full force. 17. CAPTIONS. The section and subsection numbers, captions, and any index to such sections and subsections contained in this Agreement are intended for the convenience of the reader and are not intended to have any substantive meaning. The numbers, captions, and indexes shall not be interpreted or be considered as part of this Agreement. Any use of the singular or plural number, any reference to the male, female, or neuter genders, and any possessive or nonpossessive use in this Agreement shall be deemed the appropriate plurality, gender or possession as the context requires. 18. NOTICES. Notices given under this Agreement shall be in writing and shall be personally delivered, sent by express delivery service, certified mail, or first class U.S. mail postage prepaid, and addressed to the person listed below. Notice will be deemed given on the date when one of the following first occur: (1) the date of actual receipt; (2) the next business day when notice is sent express delivery service or personal delivery; or (3) three days after mailing first class or certified U.S. mail. 18.1. If Notice is set to the County, it shall be addressed and sent to: Oakland County Purchasing Division Attention: Purchasing Manager 2100 Pontiac Lake Road Waterford, Michigan, 48328 and Chairperson of the Oakland County Board of Commissioners, 1200 North Telegraph, Pontiac, Michigan 48341 18.2. If Notice is sent to Oakland Schools, it shall be addressed to: Oakland Schools Page 4 Oct 27 2011 ITEM 1 Printing and Graphics Agreement (Final Version).doc Attention: Regional Services Director 2111 Pontiac Lake Road Waterford, Michigan 48328 and Oakland Schools Attention: Director of Legal Affairs 2111 Pontiac Lake Road Waterford, Michigan 48328 18.3. Either Party may change the address and/or individual to which Notice is sent by notifying the other Party in writing of the change. 19. GOVERNING LAW/CONSENT TO JURISDICTION AND VENUE. This Agreement shall be governed, interpreted, and enforced by the laws of the State of Michigan. Except as otherwise required by law or court rule, any action brought to enforce, interpret, or decide any Claim arising under or related to this Agreement shall be brought in the 6th Judicial Circuit Court of the State of Michigan, the 50th District Court of the State of Michigan, or the United States District Court for the Eastern District of Michigan, Southern Division, as dictated by the applicable jurisdiction of the court. Except as otherwise required by law or court rule, venue is proper in the courts set forth above. 20. AGREEMENT MODIFICATIONS OR AMENDMENTS. Any modifications, amendments, recissions, waivers, or releases to this Agreement must be in writing and agreed to by both Parties. Unless otherwise agreed, the modification, amendment, recission, waiver, or release shall be signed by the same persons who signed the Agreement or other persons as authorized by the Parties governing bodies. 21. ENTIRE AGREEMENT. This Agreement represents the entire Agreement and understanding between the Parties. This Agreement supersedes all other oral or written Agreements between the Parties. The language of this Agreement shall be construed as a whole according to its fair meaning and not construed strictly for or against any Party. Page 5 Oct 27 2011 ITEM 1 Printing and Graphics Agreement (Final Version).doc EXECUTED: WITNESSED: EXECUTED: DATE: DATE: DATE: The Parties have taken all actions and secured all approvals necessary to authorize and complete this Agreement. The persons signing this Agreement on behalf of each Party have legal authority to sign this Agreement and bind the Parties to the terms and conditions contained herein. Michael J. Gingelk Chairperson Oakland County Board of Commissioners WITNESSED: DATE: Bill Bullard, Jr., Clerk Register of Deeds County of Oakland Page 6 Oct 27 2011 ITEM 1 Printing and Graphics Agreement (Final Version).doc EREBY A,VE THE FO!VSOLUTION /1/7 Resolution #11261 November 2, 2011 Moved by Dwyer supported by McGillivray the resolutions (with fiscal notes attached) on the amended Consent Agenda be adopted (with accompanying reports being accepted). AYES: Dwyer, Gershenson, Gingell, Gosselin, Greimel, Hatchett, Hoffman, Jackson, Long, Matis, McGillivray, Middleton, Nash, Nuccio, Potts, Quarles, Runestad, Scott, Taub, Weipert, Woodward, Zack, Bosnic, Covey. (24) NAYS: None. (0) A sufficient majority having voted in favor, the resolutions (with fiscal notes attached) on the amended Consent Agenda were adopted (with accompanying reports being accepted). STATE OF MICHIGAN) COUNTY OF OAKLAND) I, Bill Bullard Jr., Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true and accurate copy of a resolution adopted by the Oakland County Board of Commissioners on November 2, 2011, with the original record thereof now remaining in my office. In Testimony Whereof, I have hereunto set my hand and affixed the seal of the County of Oakland at Pontiac, Michigan this 2 nd day of November, 2011. e, 094 Bill Bullard Jr., Oakland County