HomeMy WebLinkAboutResolutions - 2018.05.02 - 23536owall
MISCELLANEOUS RESOLUTION #18200
BY: Commissioners Tom Berman, District #5; Eileen Kowall, District #6; Tom Middleton, District #4
IN RE: BOARD OF COMMISSIONERS — SCHOOL DRINKING WATER STATION PROGRAM —
PROGRAM PARTICIPATION AGREEMENT BETWEEN OAKLAND COUNTY AND WATERFORD
MONTESSORI ACADEMY
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
WHEREAS, the Oakland County Board of Commissioners, pursuant to MR #17289, as amended by MR
#18016, recognized that the County can promote public health and establish lifelong nutrition habits by
supplying increased access to water for school age children through the School Drinking Water Station
Program; and
WHEREAS Oakland County established the School Drinking Water Station Program with the intention to
assist eligible schools by offering a one-time bulk purchase of drinking water stations; and
WHEREAS the Oakland County Board of Commissioners authorized the School Drinking Water Station
Subcommittee to approve and distribute a Program Participation Agreement to identified eligible,
participating Oakland County schools; and
WHEREAS Oakland County Corporation Counsel has reviewed the Program Participation Agreement;
and
WHEREAS under the terms and conditions of the attached Program Participation Agreement, Oakland
County agrees to purchase 2 units of the Elkay EZH20 model #LZS8WSLP Drinking Water Filling Stations
as requested by the Waterford Montessori Academy; and
WHEREAS the Waterford Montessori Academy has approved and executed a Program Participation
Agreement prepared by Corporation Counsel in accordance with requirements provided in the policies and
procedures of the program as approved by the Board of Commissioners including supplementary policies
approved by the School Drinking Water Station Program Subcommittee; and
WHEREAS the Waterford Montessori Academy has demonstrated that it is willing to take delivery of the
units for those district schools eligible under the program policy; and
WHEREAS Oakland County's share of the Fiscal Year 2018 authorized amount of the School Drinking
Water Station Program funding for the drinking water station units requested by the Waterford Montessori
Academy amounts to $1,566; and
WHEREAS one-time funding was set aside in the General Fund Unfunded Mandates Assigned Fund
Balance (GL Account #383515) for water quality initiatives and is able to cover the $1,566 school drinking
water station program allocation for the Waterford Montessori Academy; and
WHEREAS upon review of the program agreement, the Board of Commissioners has determined that the
completion of the program will promote public health and establish positive lifelong nutrition habits by
supplying increased access to water for youth in publicly funded Oakland County elementary schools.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners hereby approves
the Program Participation Agreement with the Waterford Montessori Academy.
BE IT FURTHER RESOLVED the Oakland County Board of Commissioners authorizes the Chairman of
the Board of Commissioners to execute the Program Participation Agreement with the Waterford
Montessori Academy as prepared by Corporation Counsel for the School Drinking Water Station Program.
BE IT FURTHER RESOLVED that the Oakland County Clerk is requested to forward copies of this
resolution to Oakland County Fiscal Services and the Waterford Montessori Academy.
Chairperson, we move the adoption of the foregoing Resolution.
mmissioner Tom Middleton
District #4
PROGRAM PARTICIPATION AGREEMENT
OAKLAND COUNTY SCHOOL DRINKING WATER STATION PROGRAM
BETWEEN
OAKLAND COUNTY
AND
WATERFORD MONTESSORI ACADEMY
This Agreement ("Agreement") is made and entered into between the County of Oakland,
("County") (DUNS #136200362), a Michigan Constitutional and Municipal Corporation, a
political subdivision of the state of Michigan, whose address is 1200 North Telegraph, Pontiac,
Michigan 48341 and the Waterford Montessori Academy ("Academy"), a Michigan Statutory
Corporation per the Revised School Code of 1976 being MCL 380.1 et seq., whose address is 4860
Midland Ave., Waterford, MI 48329. In this Agreement, either the Academy or the County may
also be referred to individually as a "Party" or jointly as the "Parties."
PURPOSE OF AGREEMENT. The County is seeking to provide funding utilized solely for the
purposes of purchasing approved Drinking Water Filling Stations ("Station") for eligible schools.
The Parties agree, subject to the terms and conditions set forth in this Agreement, to provide funds
and/or services as described in Exhibit L
The Parties are authorized to enter into this Agreement pursuant to P.A. 1976, No. 451 (MCL
380.1 et seq.), PA. 1973, No. 139 (MCL 45.551 et seq.), P.A. 1978, No. 368 (MCL 333.1101 et
seq.), and PA. 1851 No. 156 (MCL 46.1 et seq,).
In consideration of the mutual promises, obligations, representations, and assurances in this
Agreement, the Parties agree as follows:
. DEFINITIONS. In addition to any other defined terms in this Agreement (e.g.,
"Agreement," "County," "Academy," "Party," or "Parties," etc.), the Parties agree that for all
purposes, and as used throughout this Agreement, 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, and interpreted as follows:
1.1. Agreement means the terms and conditions contained in this Agreement, including
any subsequent written modification, amendment, or addendum.
1.2. Amendment means any change, clarification, or modification to this Agreement.
1.3. Owings) means any loss; complaint; demand for relief or damages; lawsuit; cause of
action; proceeding; judgment; penalty; costs or other liability of any kind which is
imposed on, incurred by, or asserted against the County or for which the County may
become legally or contractually obligated to pay or defend against, whether
commenced or threatened, including, but not limited to, reimbursement for reasonable
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attorney fees, mediation, facilitation, arbitration fees, witness fees, court costs,
investigation expenses, litigation expenses, or amounts paid in settlement.
1.4. County means as this term is defined above and as used in this Agreement, "County"
shall be further defined to include any and all "County Agents," as defined herein.
1.5. County Agent shall be defined as any and all elected officials, appointed officials,
directors, board members, council members, commissioners, authorities, other boards,
committees, commissions, employees, third-party contractors, departments, divisions,
volunteers, representatives, and/or any such persons' successors (weather such persons
act or acted in their personal representative or official capacities), and/or "County
Agents" shall also include any person who was a County Agent any time during the
term of this Agreement but, for any reason, is no longer employed, appointed, or elected
and serving as an County Agent, and shall include the any "Concurrent Board
Member."
1.6. Academy means the Waterford Montessori Academy School Academy as defined
above and shall further be defined to include Academy Employees.
1.7. Academy Employee includes, without limitation, its governing Board, any and all of
its departments, divisions, elected and appointed officials, directors, board members,
authorities, committees, employees, teachers, administrators, principal, assistant
principals, psychologists, social works, teacher's aids, clerks, independent contractors,
agents, volunteers, and/or any such persons, predecessors, or successors.
1.8. Drinking Water Filling Station(s) means a vendor supplied County purchased water
filling station.
2. SCOPE OF SERVICES AND FINANCES. Subject to the terms and conditions in this
Agreement, and except as otherwise provided by law, the Parties agree to the following:
2.1. The County agrees to provide the Drinking Water Filling Stations as detailed in the
attached Exhibit I which is hereby incorporated by reference and made part of this
Agreement.
2.2. The Academy agrees all Drinking Water Filling Station(s) will be delivered to one
Academy location address by the County approved bid vendor.
2.3. The Academy agrees to notify the County within 14 days of delivery, by way of Proof
of Delivery, the receipt of the Drinking Water Filling Stations(s).
2.4. The Academy agrees to install at its cost all delivered Stations pursuant to all applicable
building codes and/or regulations within 120 days of delivery.
2.5. The Academy agrees to provide a post installation report notifying the County of all
delivered units installed and functioning properly based upon manufacture's guidelines
and specifications.
2.6. The Academy agrees to maintain at its cost all delivered and installed Stations in
accordance with the manufactures recommended guidelines including maintenance and
filter replacement.
2.7. The Academy agrees to affix a decal/sticker, as provided by the County, to all installed
Stations.
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3. ASSURANCES AND WARRANTIES.
3.1. The Academy agrees to comply with the provisions of any and all laws relating to
nondiscrimination and conflict of interest with governmental employees and,
specifically, any County Agent. The Academy warrants to avoid any conflict of
interest whether real or perceived.
3.2. The Academy agrees that it is a publicly owned facility that is physically located and
established under Act 451 of 1976, as amended, or under other law of the State of
Michigan, has as its primary mission the teaching and learning of academic and
vocational-technical skill and knowledge, contains age groups of pupils enrolled 12
years old or younger, and is operated by a school Academy, intermediate school
Academy, or authorized public school academy within the jurisdiction of Oakland
County.
3.3. The Academy agrees and acknowledges that the installation of a Station under this
Agreement is not to overcome all contaminates existing within the Academy's water
supply.
3.4. Any and all County services or goods set forth in this Agreement are provided on an
"as-is and "as-available" basis, without any warranty of any kind, to the maximum
extent permitted by applicable law. The County hereby expressly further disclaims any
and all warranties, of any kind, whether express or implied, including, without
limitation, any implied warranties of merchantability, fitness for a particular purpose,
non-infringement, and/or that any County services under this Agreement will meet any
Academy's needs or requirements, will be uninterrupted, timely, secure, error or risk
free/or that any deficiencies in any County service. The entire risk arising out of the
use of any and all County services herein remains at all times, with the Academy to the
maximum extent permitted by law.
4. INDEMNIFICATION.
4.1. The Academy shall indemnify, defend, and hold the County harmless from all Claims,
incurred by or asserted against the County by any person or entity, which are alleged
to have been caused directly or indirectly from the acts or omissions of the Academy,
4.2. 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. Nothing in this Agreement shall be construed as a waiver
of governmental immunity for either Party.
5, LIMITS AND EXCLUSIONS ON SERVICES.
5,1. In no event and under no circumstances in connection with or as a result of this
Agreement shall the County be liable to the Academy or any other person, for any
consequential, incidental, direct, indirect, special punitive, or other similar damages
whatsoever (including, without limitation, damages for loss of business, profits,
business interruption, or any other pecuniary loss or business detriment) arising out of
this Agreement for any County services hereunder or any Academy use or inability to
use any County services, even if the County has been advised of the possibility of such
damages.
6. NO IMPLIED WAIVER. Except as otherwise expressly provided for in this Agreement:
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6.1. 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.
6.2. 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.
6.3. No waiver by either Party shall subsequently affect its right to require strict
performance of this Agreement.
7. AUDITING. The Parties agrees that records regarding this Agreement will be available
upon request for review or audit.
8. AGREEMENT INTERPRETATION. The Parties agree that performance under this
Agreement will be conducted in compliance with all federal, Michigan, and local laws and
regulations. This Agreement is made and entered into in the County of Oakland and in the
State of Michigan. The language of all parts of this Agreement is intended to and under all
circumstances to be construed as a whole according to its fair meaning and not construed
strictly for or against any Party.
9. PERMITS AND LICENSES. The Academy, and Academy's sole expense, shall be
responsible for obtaining and continuously maintain throughout the term of this Agreement
all necessary licenses, including any business and professional licenses, permits, certificates,
and any other required governmental authorizations necessary for Academy to perform any
Academy obligation under this Agreement.
10. EFFECTIVE DATE OF THE AGREEMENT. The Parties agree that this Agreement,
and/or any subsequent amendments thereto, shall not become effective prior to the approval
by the Oakland County Board of Commissioners and the Waterford Montessori Academy.
The approval and terms of this Agreement, and/or any possible subsequent amendments
thereto, shall be entered in the official minutes and proceedings of the Oakland County
Board of Commissioners and the Waterford Montessori Academy Board and shall also be
filed with the office of the Clerk of the County.
11. CANCELLATION OF AGREEMENT. Either Party may cancel this Agreement for any
reason including convenience at any time prior to purchase of a Station(s). If the Academy
cancels this Agreement after the Academy has received delivery of a Station(s) the Station(s)
will be the responsibility of the Academy. If the Station is still in the original unopened carton
the Station may be returned to the Vendor at the Academy's Expense. Any refund for the
return of a Station will be due and paid to the County. At no point, will the County accept or
receive any unwanted Stations.
12. DISCRIMINATION. The Parties shall not discriminate against their employees, agents,
applicants for employment, or another person 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.
13. RECORD RETENTION. The Parties agrees to maintain records in accordance with state
law. All records relative to this Agreement shall be available at any reasonable time for
examination or audit by the Parties.
14. 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
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causes beyond the Party's control, including, but not limited to, an act of God, war, fire, 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
other party of any such event.
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. 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.
17. 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.
17.1. If Notice is sent to the County, it shall be addressed and sent to: 1200 North Telegraph,
Pontiac, Michigan 48341.
17,2. If Notice is sent to the Waterford Montessori Academy, it shall be addressed and sent
to: 4860 Midland Ave,, Waterford, MI 48329.
17.3. Either Party may change the address and/or individual to which Notice is sent by
notifying the other Party in writing of the change.
18. GOVERNING LAW. This Agreement shall be governed, interpreted, and enforced by the
laws of the State of Michigan without giving effect to its conflict of law principles.
19. JURISDICTION AND VENUE. Except as otherwise required by law or court rule, any
action brought to enforce, interpret, or decide any Claim(s) arising under or related to this
Agreement shall be brought in the Sixth 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. The choice of forum set forth above shall not be deemed to preclude the
enforcement of any judgment obtained in such forum or taking action under this Agreement
to enforce such judgment in any appropriate jurisdiction.
20. AGREEMENT MODIFICATIONS OR AMENDMENTS. Any modifications,
amendments, rescissions, waivers, or releases to this Agreement must be in writing and
executed by both Parties, The Parties agree that no such modification, rescission, waiver,
release or amendment of any provision of this Agreement shall become effective against the
County unless signed for by the Oakland County Board of Commissioners. The Parties further
agree that this Agreement shall not be changed, supplemented, or amended, in any manner,
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ATE: BY:
except as provided for herein, and no other act, verbal representation, document, usage or
custom shall be deemed to amend or modify this Agreement in any manner.
21. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement between the
Parties along with the Agreement Documents. In entering into this Agreement, the Academy
acknowledges that it has not relied upon any prior or contemporaneous agreement,
representation, warranty, or other statement by the County and/or any County Agent that is
not expressly set forth in this Agreement, and that any and all such possible, perceived or
prior agreements, representations, understandings, statements, negotiations, understandings
and undertakings, whether written or oral, in any way concerning or related to the subject
matter of this Agreement are fully and completely superseded by this Agreement.
21.1. If there is a contradicting term or condition in any Exhibit to this Agreement, the
Agreement controls.
21.2. It is further agreed that the terms and conditions of this Agreement are contractual and
binding and are not mere recitals. The Parties acknowledge that this Agreement
contains certain limitations and disclaimers of liability.
WATERFORD MONTESSORI ACADEMY:
THE COUNTY OF OAKLAND
BY: DATE:
Michael J. Gingell, Chairperson,
Oakland County Board of Commissioners
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BOARD OF COMMISSIONERS
1200 N. Telegraph Road
Pontiac, MI 48341-0475
Phone: (248) 858-0100
Fax: (248) 8584572
775
.EXHIBIT I
SCHOOL DRINKING WATER STATION PROGRAM
Background: Oakland County has established an Oakland County School Drinking Water Station
Program for the purposes of promoting public health and establishing lifelong nutrition habits by
supplying increased access to water for elementary school age students in Oakland County. The
County intends for this Program to assist eligible schools by offering a one-time bulk purchase of
drinking water stations.
PUBLIC SCHOOL ACADEMY INFORMATION:
Legal Name of Academy: Waterford Montessori Academy
SUBCOMMITTEE APPROVED SCHOOL DRINKING WATER STATION(S) ALLOCATION:
Name of School: Elkay EZFI20,
LMASMB Quantity:
May EZH20,
LZSBWSLP Quantity:
School Level:
(e.g. K-6 or PK-3)
Waterford Montessori Academy 0 2 PreK-7
SIGNATURE OF AUTHORIZED PAR
0 r AKILAND
COUNTY MICHIGAN
BOARD OF coiviMiSSioNERs
OAKLAND COUNTY SCHOOL DRINKING WATER STATION SUBCOMMITTEE
Contact: Michael Andrews, Senior Analyst
(248) 858-5115
andrewsmbODoakoov.com
SCHOOL DRINKING WATER STATION ORDER FORM
GENERAL INFORMATION
DISTRICT NAME: (A.41,-1- EX7.-Fbil..,'N ./1041e--, :.°3 fz-, AcC.„40 .-1-1 DATE OF ORDER:
DELIVERY CONTACT NAME: Z-L-- 42.--.P.n,% (_,_.1. I—L-1 Ar-V t
DELIVERY ADDRESS (PROVIDE ONLY ONE CENTRAL LOCATION):
1-'16 1--1.1-1 ,
Slo6 FA. r4 \`N
kit.) 4e332-ci
RECEIVING DAYS AND HOURS: V F :C-1)/A-r1 — LOi
REQUESTED DATE OF DELIVERY: A-,
PROGRAM INFORMATION
MODEL: QUANTITY:
Elkay EZH20, LMASMB - Bottle Filler ONLY
Elkay EZH20, LZS8WSLP Combo Filler and Fountain 2--
NAME OF AUTHORIZED PARTY:
PLEASE RETURN ORDER FORM By FRIDAY, APRIL 20' 2018
Electronic delivery accepted at: andrewsmba.oakgov.com
1200 North Telegraph Road I County Building 12E I Pontiac, MI 48341
PHONE (Work): 7...J-ke EMAIL: etAiNre-12'-r-7-dg2-r.›
Resolution #18200 May 2, 2018
The Chairperson referred the resolution to the Finance Committee. There were no objections.