HomeMy WebLinkAboutResolutions - 2016.08.18 - 22503MISCELLANEOUS RESOLUTION#16206 August 18, 2016
BY: Finance Committee, Thomas Middleton, Chairperson
IN RE: INFORMATION TECHNOLOGY — PUBLIC SAFETY ANSWERING POINT AGREEMENT
BETWEEN THE COUNTY OF OAKLAND AND CITIES, VILLAGES AND TOWNSHIPS OPERATING
PSAPS
To The Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
WHEREAS the Oakland County Board of Commissioners adopted the Final Amended 9-1-1 Service Plan
for the County of Oakland pursuant to the Emergency 9-1-1 Service Enabling Act, Public Act 32 of 1986,
MCL 484.110, under Miscellaneous Resolution 13-176; and
WHEREAS the 9-1-1 Service Plan for the County of Oakland identifies municipalities operating Public
Safety Answering Points (PSAPs) under that Plan; and
WHEREAS Oakland County is developing a Next Generation 9-1-1 Emergency Services IP Network
(ESInet) to replace the legacy copper 9-1-1 network in order to provide enhanced location accuracy of
emergency callers and enhanced features and functionality for emergency call processing; and
WHEREAS the deployment of the ESInet and associated networked Call Processing Equipment (CPE) at
the PSAPs will create new duties and responsibilities on the part of both the County and the PSAPs; and
WHEREAS Oakland County, including the Departments of Information Technology and Corporation
Counsel along with the 9-1-1 Coordinator, developed an Agreement in conjunction with the Cities,
Villages and Townships operating PSAPs which delineates the duties and responsibilities of all parties.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners authorizes the
Public Safety Answering Point Agreement between the County of Oakland and the Public Entities
operating PSAPs in Oakland County, and authorizes and directs its Chairperson to sign the agreement on
behalf of the County.
BE IT FURTHER RESOLVED that there is no fiscal impact resulting from Agreement and no budget
amendment is required.
Chairperson, on behalf of the Finance Committee, I move the adoption of the foregoing resolution.
FINANCE COMMITTEE VOTE:
Motion carried unanimously on a roll call vote.
PUBLIC SAFETY ANSWERING POINT AGREEMENT
BETWEEN
OAKLAND COUNTY
AND
oPublic_Body»
This Agreement (the "Agreement") is made between Oakland County, a Constitutional and Municipal
Corporation, 1200 North Telegraph, Pontiac, Michigan 48341 ("County"), and the «Public_Body»,
«Street_Address» «City», «State» «Zip_Code», ("Public Body"). County and Public Body may also
be referred to jointly as "Parties".
INTRODUCTION/PURPOSE OF AGREEMENT. The Public Body and the County enter into this
Agreement, pursuant to Michigan law for the purpose of delineating the duties and responsibilities
between the Parties related to the following. Since 1988, the County has been using the legacy copper
network provided by the Incumbent Local Exchange Carrier (ILEC) for transport and to support the
County 9-1-1 System. In order to prepare for the migration to Next Generation 9-1-1, the County will
replace the legacy copper network with an Emergency Services IP Network ("ESInet"), which is
defined in Section 1 of this Agreement. The ES1net will offer many advances in processing voice, text
and related data elements associated with 9-1-1 calls, i.e., emergency requests, and will improve 9-1-1
Services for the residents of Oakland County. For optimum security, functionality, and operation of
the ESInet, all Public Safety Answering Points ("PSAPs") participating in the County 9-1-1 Service
Plan should use a common call processing equipment system, comprised of host call processing
equipment and remote call processing equipment.
Because it is impractical and cost prohibitive for all PSAPs to construct and maintain separate ESInets,
pursuant to the County 9-1-1 Plan, the County, through third parties, will construct, implement,
operate, and maintain the ESInet and will host and interconnect common, remote call processing
equipment. The County will be responsible for the costs to construct, implement, operate and
maintain the ESInet and for the costs to host and interconnect common, remote call processing
equipment, including software for the remote call processing equipment, to be paid through operating
and/or technical surcharges. The Public Body will be responsible to purchase, pay for, and maintain
the common remote call processing equipment.
The Parties agree to the following:
1. DEFINITIONS. The following words and expressions used throughout this Agreement, whether
used in the singular or plural, shall be defined, read, and interpreted as follows.
1.1. 9-1-1 Service means a public communication service that provides service users with the
ability to reach a public safety answering point by dialing, initializing, or otherwise
activating the 9-1-1 System through the numerals "9-1-1" by the means of a telephone
device, cellular telephone device, wireless communication device, interconnected voice
over the internet device, or other means.
1.2. Agreement means the terms and conditions of this Agreement and any other mutually
agreed to written and executed modification, amendment, or addendum.
1.3, Call Processing Equipment System ("CPE System") means the Host Call Processing
Equipment and the Remote Call Processing Equipment and any combination thereof.
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1.4. Claims means any alleged losses, claims, complaints, demands for relief or damages,
lawsuits, causes of action, proceedings, judgments, deficiencies, liabilities, penalties,
litigation, costs, and expenses, including, but not limited to, reimbursement for reasonable
attorney fees, witness fees, court costs, investigation expenses, litigation expenses, amounts
paid in settlement, and/or other amounts or liabilities of any kind which are inclined by or
asserted against a Party, or for which a Party may become legally and/or contractually
obligated to pay or defend against, whether direct, indirect or consequential, whether based
upon any alleged violation of the federal or the state constitution, any federal or state
statute, rule, regulation, or any alleged violation of federal or state common law, whether
any such claims are brought in law or equity, tort, contract, or otherwise, and/or whether
commenced or threatened.
1.5. County 94-1 Service Plan/9-1-1 Plan means the plan authorized and adopted by the
Oakland County Board of Commissioners pursuant to the Emergency 9-1-1 Service
Enabling Act, Public Act 32 of 1986, MCL 484.1101, et seq., as amended, addressing the
technical, operational, financial, managerial, and call handling aspects of the County's 9-1-
1 System.
1.6. County 9-1-1 System/9-1-1 System means the ESInet and the Call Processing Equipment
System and as further defined and described in the 9-1-1 Plan and the Emergency 9-1-1
Service Enabling Act, Public Act 32 of 1986, MCL 484.1101, et seq., as amended.
1.7. County means Oakland County, a municipal and constitutional corporation, including, but
not limited to, its departments, divisions, the County Board of Commissioners, elected and
appointed officials, directors, board members, council members, commissioners,
authorities, committees, employees, agents, volunteers, and/or any such persons'
successors.
1.8. County Employee means without limitation, any employees, officers, managers, trustees,
volunteers, attorneys, and representatives of the County, and also includes any County
licensees, concessionaires, contractors, subcontractors, independent contractors,
contractor's suppliers, subsidiaries, joint ventures or partners, and/or any such persons,
successors or predecessors, employees (whether such persons act or acted in their personal,
representative or official capacities). "County Employee" shall also include any person
who was a County Employee at any time during the term of this Agreement but, for any
reason, is no longer employed, appointed, or elected in that capacity.
1.9. Day means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m.
1.10. Emergency Services IP Network ("ESInet") means a managed, standards-based IP
network that is used for emergency response service communications and 9-1-1 Services,
which can be shared/used by public safety agencies. The ESInet provides the IP transport
infrastructure upon which independent application platforms and core functional processes
can be deployed, including, but not limited to, those necessary for providing NG9-1-1
services.
1.11. Exhibits means the following document, which is fully incorporated into this Agreement:
Exhibit A: Diagram of ESInet demarcation. Exhibit A is confidential and not subject to
the Michigan Freedom Information Act, because it contains information of measures
designed to protect the security or safety of persons or property, MCL 15.243(y)
1.12. Host Call Processing Equipment ("Host CPE") means (1) the hardware and equipment,
including the provision of data centers, that is needed to operate, manage, host, and
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interconnect the Remote CPE and the 9-1-1 System, but excluding the Remote CPE and (2)
the software used to accept, deliver, operate, and manage 9-1-1 voice information, location
information, and related data from the telephone service providers to Remote CPE and to
the 9-1-1 System.
1.13. Points of Contact mean the individuals designated by Public Body and the County to act
as primary and secondary contacts for communication and other purposes as described
herein.
1.14. Public Body means the «Public_Body», including, but not limited to, its Council, Board,
and all of its departments, divisions, elected and appointed officials, board members,
commissioners, authorities, committees, employees, agents, subcontractors, attorneys,
volunteers, and/or any such persons' successors.
1.15. Public Body Employee means without limitation, any employees, officers, managers,
trustees, volunteers, attorneys, and representatives of the Public Body, and also includes
any licensees, concessionaires, contractors, subcontractors, independent contractors,
contractor's suppliers, subsidiaries, joint ventures or partners, and/or any such persons,
successors or predecessors, employees, (whether such persons act or acted in their personal,
representative or official capacities). "Public Body Employee" shall also include any
person who was a Public Body Employee at any time during the term of this Agreement
but, for any reason, is no longer employed, appointed, or elected in that capacity.
1.16. Public Safety Answering Point ("PSAP") means a primary or secondary public safety
answering point as defined in the Emergency 9-1-1 Service Enabling Act, MCL
484.1102(z) and (gg).
1.17. Remote Call Processing Equipment ("Remote CPE") means the hardware and
equipment within the Public Body's PSAP, as further defined by the demarcation point in
Exhibit A, which accepts, delivers, and manages 9-1-1 voice information, location
information, and related data from the telephone service providers to the call
taker/dispatcher and the 9-1-1 System.
2, EFFECTIVE DATE & DURATION OF AGREEMENT & AMENDMENTS.
2.1 Effective Date of Agreement/Amendments. This Agreement and any amendments to this
Agreement shall be effective when executed by both Parties with resolutions passed by the
governing bodies of each Party. All amendments to this Agreement shall be in writing.
The approval of this Agreement and any amendments shall be entered in the official
minutes of the governing bodies of each Party. An executed copy of this Agreement and
any amendments shall be filed by the County Clerk with the Secretary of State.
2.2. Agreement Duration. This Agreement shall remain in effect for five (5) years from the
date the Agreement is completely executed by all Parties ("initial term") or until cancelled
or terminated pursuant to this Agreement. Upon expiration of the initial term, this
Agreement shall automatically renew for one (1) year terms, unless it is terminated or
cancelled pursuant to this Agreement.
3. COUNTY RESPONSIBILITIES.
3.1. Provision and Maintenance of ESInet. The County, through a third-party, shall
construct, implement, operate, maintain, and repair the ESInet, including the demarcation
equipment, to operate the 9-1-1 System, pursuant to the 9-1-1 Plan. All costs to construct,
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implement, operate, maintain, and repair the ESInet, including the demarcation equipment,
will be paid by the County through technical and/or operational surcharge.
3.2. Delivery of ESInet. The County, through a third-party, shall deliver and install the ESInet
to the physical edge of the building where the Public Body's PSAP is located. The ESInet
will terminate at a mutually agreed upon, secure and safe interior location. The physical
demarcation point, demarcation equipment, and handoff parameters for the ESInet are
depicted and defined in Exhibit A.
3.3. Bandwidth for ESInet. The County will determine the bandwidth of the ESInet to be
delivered to the Public Body's PSAP. This determination will be based on the PSAP' s
historical call volume and software requirements. The determination shall be reviewed
annually by the County to ensure that 9-1-1 Service bandwidth requirements are sufficient.
3.4. Provision and Maintenance of Host CPE. The County, through a third-party, shall
provide, pay for, maintain, and repair the Host CPE. All costs for the provision,
maintenance, and repair of the Host CPE shall be paid by the County through technical
and/or operational surcharges.
3.5. Critical Spare Parts. The County shall keep an inventory of critical spare parts for
Remote CPE the County, in its discretion, deems appropriate. The County shall be
responsible for paying the initial inventory of critical spare parts. The Public Body may
have access to this inventory and use parts from the inventory in situations when its
Remote CPE become non-operational. If the Public Body takes a spare part from the
inventory, then the Public Body shall be responsible for any costs related to restocking the
same part, unless these costs are covered by warrant and/or maintenance agreement.
3.6. Back-Up PSAP. The County will be creating a back-up PSAP. The County will be
responsible for all costs associated with the facility and equipment for the back-up PSAP.
On a first come, first serve basis, the Public Body may use this back-up PSAP for training
or in cases of emergencies. To make arrangements to use the back-up PSAP, the Public
Body's Point of Contact shall contact the On Duty Command Sergeant-Sheriff's
Operations Center at 248.858.4954.
4. PUBLIC BODY RESPONSIBILITIES.
4.1. Provision of Remote CPE. The Public Body shall be responsible to purchase and pay for
the Remote CPE for the operation of its PSAP. The Remote CPE shall be purchased from
the provider selected by the County. The County is requiring that all Remote CPE
connected and running over the ESInet be from the same provider, in order to provide
optimal functionality, security, and operation of the 9-1-1 System.
4.2. Building Access. The Public Body shall provide building access to the County and/or its
contractors to allow for the construction, installation, operation, maintenance, and repair of
the ESInet. The physical demarcation point for the ESInet will be in or near the Public
Body's building where the PSAP is located. The physical demarcation point, demarcation
equipment, and handoff parameters of the ES1net are depicted and defined in Exhibit A.
4.3. Maintenance and Repair of Remote CPE. The Public Body shall be responsible for the
maintenance, repair, and updating of the Remote CPE and the costs associated therein.
4.4. Additional Responsibilities. The Public Body shall be responsible for back-up power,
grounding, data storage, physical security and voice/data recorders for the Remote CPE.
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4.5. Administrative Telephone Lines. Upon prior written approval of the County's 9-1-1
Coordinator, which shall not be unreasonably withheld, the Public Body may integrate its
administrative telephone lines used in the delivery of 9-1-1 Service with the CPE System
and ESInet. The Public Body shall be responsible for all costs associated with integrating
such administrative telephone lines with the CPE System and ESInet, including, but not
limited to, costs for additional bandwidth for the ESInet to accommodate the lines.
4.6. Notification of Additional Purchases. Thirty (30) days prior to the purchase of Remote
CPE or components thereof, the Public Body shall give written notice to the County's
Points of Contact of such purchases. This notification will enable the County to ensure it
has sufficient software licenses and supporting infrastructure to operate the Remote CPE
over the ESInet and to provide support for the host/remote configuration.
4.7. Updates to 9-1-1 Related Information. Pursuant to State law and the County 9-1-1 Plan,
the Public Body shall be responsible for timely maintenance and updates to the master
street address guide (MSAG), automatic location identifier (ALT), related geofiles, and
required GIS datasets.
4.8, Fees for ESInet. The Public Body shall use its best efforts to waive any local/municipal
permit fees or other fees associated with the construction, implementation, operation, and
maintenance of the ESInet.
4.9. Owner of Data. Public Body is the owner of all data provided by Public Body.
4.10. No Interference or Disruption. Neither the Public Body nor Public Body Employees
shall interfere with or disrupt the operation or maintenance of the ESInet, the CPE System,
the provision of 9-1-1 Services, and the County 9-1-1 System.
5. Operational Workflow Management Procedure/Points of Contact.
5.1. Operational Workflow Management Procedure. The Public Body agrees to comply
with the Operational Workflow Management Procedure ("Procedure"). This Procedure
sets forth the process of how the County, its contractor's, and the Public Body will
approach and conduct security management, incident management, problem management,
and change management related to the ESInet and Call Processing Equipment System.
Upon execution of this Agreement, the County will provide the Public Body's Points of
Contact with a copy of this Procedure. The Procedure may be changed from time to time,
at the discretion of the County, with or without input from the Public Body. If the
Procedure is changed, the County shall provide the Public Body's Points of Contact with
the new version of the Procedure.
5.2. Points of Contact. The County's Primary Point of Contact shall be the County's 9-1-1
Coordinator and the County's Secondary Point of Contact shall be the Oakland County
Information Technology Service Desk. The Public Body's Primary Point of Contact shall
be the PSAP Coordinator and the Public Body's Secondary Point of Contact shall be PSAP
on duty supervisor.
6. PAYMENTS.
6.1. Additional Costs. If County is legally obligated for any reason, e.g. subpoena, Court
Order, or Freedom of Information Act request, to search for, identify, produce or testify
regarding Public Body's data or information that is electronically stored by County relating
to the 9-1-1 Services or ESInet provided under this Agreement, then Public Body shall
reimburse County for all reasonable costs the County incurs in searching for, identifying,
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producing, or testifying regarding such data or information. County may waive this
requirement at its sole discretion.
6.2. Failure to Pay. If Public Body, for any reason, fails to pay County any monies when and
as due under this Agreement, Public Body agrees that unless expressly prohibited by law,
County or the Oakland County Treasurer, at their sole option, shall be entitled to set off
from any Public Body funds that are in County's possession for any reason, including but
not limited to, the Oakland County Delinquent Tax Revolving Fund ("DTRF"), if
applicable. Any setoff or retention of funds by County shall be deemed a voluntary
assignment of the amount by Public Body to County. Public Body waives any Claims
against County or its Officials for any acts related specifically to County's offsetting or
retaining of such amounts. This paragraph shall not limit Public Body's legal right to
dispute whether the underlying amount retained by County was actually due and owing
under this Agreement.
6.3. Interest Charge. If County chooses not to exercise its right to setoff or if any setoff is
insufficient to fully pay County any amounts due and owing County under this Agreement,
County shall have the right to charge up to the then-maximum legal interest on any unpaid
amount. Interest charges shall be in addition to any other amounts due to County under this
Agreement. Interest charges shall be calculated using the daily unpaid balance method and
accumulate until all outstanding amounts and accumulated interest are fully paid.
6.4. Other Rights. Nothing in this Section shall operate to limit County's right to pursue or
exercise any other legal rights or remedies under this Agreement or at law against Public
Body to secure payment of amounts due County. The remedies in this Section shall be
available to County on an ongoing and successive basis if Public Body at any time becomes
delinquent in its payment. Notwithstanding any other term and condition in this
Agreement, if County pursues any legal action in any court to secure its payment under this
Agreement, Public Body agrees to pay all costs and expenses, including attorney fees and
court costs, incurred by County in the collection of any amount owed by Public Body.
7. ASSURANCES.
7.1. Responsibility for Claims. Each Party shall be responsible for any Claims made against
that Party by a third party, and for the acts of its employees arising under or related to this
Agreement.
7.2. Responsibility for Attorney Fees and Costs. Except as provided for in Section 6.4, each
Party shall seek its own legal representation and bear the costs associated with such
representation, including judgments and attorney fees, for any Claim that may arise from
the performance of this Agreement.
7.3. No Indemnification. Except as otherwise provided for in this Agreement, neither Party
shall have any right under this Agreement or under any other legal principle to be
indemnified or reimbursed by the other Party or any of its agents in connection with any
Claim.
7.4. Costs, Fines, and Fees for Misuse. Public Body shall be solely responsible for all costs,
fines and fees associated with any misuse by its Public Body Employees of the I.T.
Services provided herein.
7.5. 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,
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power, obligation, duty, or immunity of the Parties. Nothing in this Agreement shall be
construed as a waiver of governmental immunity for either Party.
7.6. Authorization and Completion of Agreement. 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 hind the Parties to the terms and conditions contained herein.
73. Compliance with Laws. Each Party shall comply with all federal, state, and local
ordinances, regulations, administrative rules, and requirements applicable to its activities
performed under this Agreement. Both Parties will be responsible for their respective
obligations to comply with rules and regulations promulgated by the FCC or other
governmental body related to 9-1-1 Services and the operation of the County 9-1-1 System.
7.8. Limitation of Liability. In no event shall either Party be liable to the other Party or any
other person, for any consequential, incidental, direct, indirect, special, and punitive or
other damages arising out of this Agreement.
7.9. 9-1-1 Services "As Is". THE 9-1-1 SERVICES ARE PROVIDED ON AN "AS IS" AND
"AS AVAILABLE" BASIS. COUNTY EXPRESSLY DISCLAIMS ALL WARRANTIES
OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
7.10. No Warranty for 9-1-1 Services. County makes no warranty that the 9-1-1 Services will
be uninterrupted, secure, error-free, or available at all times.
7.11. Downloaded Material or Data. Any material or data downloaded or otherwise obtained
through the use of the ESInet is accessed at Public Body's discretion and risk. Public Body
will be solely responsible for any damage to its computer system or loss of data that results
from downloading of any material.
8. DISPUTE RESOLUTION. All disputes concerning the execution, interpretation, performance,
or nonperformance of this Agreement involving or affecting the Parties may first be submitted to
County Director of Information Technology and Public Body's Agreement Administrator for
possible resolution. County Director of Information Technology and Public Body's Agreement
Administrator may promptly meet and confer in an effort to resolve such dispute. If they cannot
resolve the dispute in five (5) business days, the dispute may be submitted to the signatories of
this Contract or their successors in office, The signatories of this Contract may meet promptly
and confer in an effort to resolve such dispute,
9. TERMINATION OR CANCELLATION OF AGREEMENT.
9,1. Termination of Agreement and Exhibits. Upon sixty (60) days written notice to the
other Party, either Party may terminate or cancel this entire Agreement, in whole or in part,
for any reason including convenience. The Chairperson of the Board of Commissioners is
authorized to terminate or cancel this Agreement for the County.
9.2. Effective Date of Termination or Cancellation. The effective date of termination and/or
cancellation shall be clearly stated in the written notice of termination or cancellation.
10. SUSPENSION OF SERVICES.
10.1. Upon notice to the Public Body of the County's determination that the Public Body has
failed to comply with federal, state, or local law or the requirements contained in this
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Agreement, the County may immediately suspend this Agreement, provided the notice
contains a detailed description of the basis for the determination.
10.2. Upon submission of a written plan or statement by the Public Body to the County
addressing each basis listed in the County's notice and the County agrees to such written
plan or statement (such agreement shall not be unreasonably withheld), then the Public
Body shall be entitled to an immediate reinstatement of the Agreement.
10.3. The right to suspend this Agreement is in addition to the right to terminate or cancel this
Agreement contained in Section 9.
10.4. The County shall not incur penalty, expense, or liability if services are suspended under
this Section, unless the Agreement is not immediately reinstated as provided in this Section
or the County wrongfully suspended the Agreement under this Section.
11 DELEGATION OR ASSIGNMENT. Neither Party shall delegate or assign any obligations or
rights under this Agreement without the prior written consent of the other Party.
12. NO EMPLOYEE-EMPLOYER RELATIONSHIP. Nothing in this Agreement shall be
construed as creating an employer-employee relationship between County and Public Body.
13. NO THIRD PARTY BENEFICIARIES. Except as provided for the benefit of the Parties, 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.
14. 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 affect its right to require strict
performance of this Agreement.
15. 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.
16. PRECEDENCE OF DOCUMENTS. In the event of a conflict between the terms of and
conditions of any of the documents that comprise this Agreement, the terms in the Agreement
shall prevail and take precedence over any allegedly conflicting terms in the Exhibits or other
documents that comprise this Agreement.
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, any
reference to gender, and any use of the nominative, objective or possessive case in this Agreement
shall be deemed the appropriate plurality, gender or possession as the context requires.
18. FORCE MAJEURE. Notwithstanding any other term or provision of this Agreement, neither
Party shall be liable to the other for any failure of performance hereunder if such failure is due to
any cause beyond the reasonable control of that Party and that Party cannot reasonably
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accommodate or mitigate the effects of any such cause. Such cause shall include, without
limitation, acts of God, fire, explosion, vandalism, national emergencies, insurrections, riots, wars,
strikes, lockouts, work stoppages, other labor difficulties, or any law, order, regulation, direction,
action, or request of the United States government or of any other government. Reasonable notice
shall be given to the affected Party of any such event.
19. 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: (i) the date of actual receipt; (ii) the next business day when notice is
sent express delivery service or personal delivery; or (iii) three days after mailing first class or
certified U.S. mail.
19.1. If Notice is sent to County, it shall be addressed and sent to the following: (1) Director,
Oakland County Department of Infolination Technology, 1200 North Telegraph Road,
Pontiac, Michigan, 48341; (2) the Chairperson of the Oakland County Board of
Commissioners, 1200 North Telegraph Road, Pontiac, Michigan 48341; and (3) the County
9-1-1 Coordinator, 1200 North Telegraph Road, Pontiac, Michigan 48341.
19.2. If Notice is sent to Public Body, it shall be addressed to: «Contract_Contact»,
«Public_Body», «Street_Address» «City», «State» «Zip_Code».
19.3. Either Party may change the individual to whom Notice is sent and/or the mailing address
by notifying the other Party in writing of the change.
20, 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.
21. ENTIRE AGREEMENT.
21.1. Entire Agreement. Except as provided by law or the County's 9-1-1 Plan, this Agreement
represents the entire agreement and understanding between the Parties regarding the ESInet
and the Call Processing Equipment System. This Agreement supersedes all other oral or
written agreements between the Parties regarding the ESInet and the Call Processing
Equipment System.
21.2. Construction of Agreement. 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.
IN WITNESS WHEREOF, oSigner_», «SignerZfitle» hereby acknowledges that he/she has been
authorized to execute this Agreement on behalf of Public Body and accepts and binds Public Body to
its terms and conditions.
EXECUTED:
DATE:
oSigner_», <Signer_Title»
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WITNESSED: DATE:
«Witness», «Witness Title»
PUBLIC BODY AGREEMENT ADMINISTRATOR
DATE:
IN WITNESS WHEREOF, Michael J. Gingell, Chairperson, Oakland County Board of
Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland
County Board of Commissioners to execute this Agreement on behalf of Oakland County, and hereby
accepts and binds Oakland County to the terms and conditions of this Agreement.
EXECUTED: DATE:
Michael J. Gingell, Chairperson
Oakland County Board of Commissioners
WITNESSED: DATE:
Oakland County Board of Commissioners
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Final Agreement
Resolution #16206 August 18, 2016
Moved by Fleming supported by Quarles the resolutions (with fiscal notes attached) on the Consent
Agenda be adopted (with accompanying reports being accepted).
AYES: Dwyer, Fleming, Gingell, Hoffman, Jackson, Kochenderfer, KowaII, Long, McGillivray,
Middleton, Quarles, Scott, Spisz, Taub, Weipert, Woodward, Zack, Bowman, Crawford. (19)
NAYS: None. (0)
A sufficient majority having voted in favor, the resolutions (with fiscal notes attached) on the Consent
Agenda were adopted (with accompanying reports being accepted).
J/71) a/f
I MOW APPROVE THIS ESOLUTION
CHIEF DEPUTY COUNTY EXECUTIVE
ACTING PURSUANTTO MCL 45.559A (7)
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
I, Lisa Brown, 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 August 18,
2016, 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 18 th day of August, 2016.
ried- --- -
Lisa Brown, Oakland County