HomeMy WebLinkAboutResolutions - 2005.10.27 - 27960REPORT (MISC. #05241) October 27, 2005
BY: Finance Committee, Chuck Moss, Chairperson
IN RE: BUILDING AUTHORITY — AUTHORIZATION TO ENTER INTO AN AGREEMENT
INVOLVING THE OAKVIDEO PROJECT
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
The Finance Committee, having reviewed the above-mentioned resolution on October 20, 2005,
reports that:
1) Recommends that the 7th WHEREAS paragraph be amended as follows: WHEREAS
Oakland County has sought and obtained the services of an outside copyright
attorney and, through the efforts of Corporation Counsel, has filed a copyright
with the federal government in order to protect the County's interest in the intellectual
product; and
Chairperson, on behalf of the Finance Committee, I move acceptance of the foregoing report.
FINANCE COMMITTEE
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FINANCE COMMITTEE
Motion carried unanimously on a roll call vote with Crawford absent.
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REPORT (iasc. #05241) October 6, 2005
BY: General Government Committee, William R. Patterson, Chairperson
IN RE: MR #05 241 — BUILDING AUTHORITY AUTHORIZATION TO ENTER INTO
AN AGREEMENT INVOLVING THE OAKVIDEO PROJECT
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
The General Government Committee, having reviewed the above-titled resolution
on September 26, 2005, reports with a recommendation that the 5 th BE IT FURTHER
RESOLVED paragraph of the resolution be amended, as follows:
BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners
is to receive through the appropriate committees a copy of quarterly reports detailing the
royalty payments and information. _ • , _ _ - 4.4 - _ • - - _ " _*
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Chairperson, on behalf of the General Government Committee, I move
acceptance of the foregoing report.
GENERAL GOVERNMENT COMMITTEE
General Government Committee Vote:
Motion carried unanimously on a roll call vote.
October 6, 2005
MISCELLANEOUS RESOLUTION #05241
BY: PLANNING AND BUILDING COMMITTEE, CHARLES E. PALMER, CHAIRPERSON
IN RE: BUILDING AUTHORITY - AUTHORIZATION TO ENTER INTO AN AGREEMENT
INVOLVING THE OAKVIDEO PROJECT
TO: THE OAKLAND COUNTY BOARD OF COMMISSIONERS
Chairperson, Ladies and Gentlemen:
WHEREAS the Oakland County Board of Commissioners adopted Misc.
Resolution #01265, to authorize the Oakland County Building Authority to issue $6.0
million in bonds related to the integrated video and data transmission and related records
management system (called "OakVideo") and has been overseeing the project for the
past several years; and
WHEREAS the OakVideo project is a unique video conferencing system involving
a complex conferencing system and roughly 100 end-points using the County's OAKNet;
and
WHEREAS the Building Authority will expend approximately $6.7 million (including
$700,000 received from the COPS MORE grant) in developing, equipping and deploying
OakVideo in support of the law enforcement functions in the cities, villages and townships
(CVTs) located in Oakland County and the County's operations (Sheriff, Circuit Court,
District Court, Prosecutor, Community Corrections and other law enforcement functions);
and
WHEREAS the OakVideo system has significant value and is positively impacting
CVT costs through the reduction of police officer/deputy time in offender transport,
warrants obtained from local police departments/Sheriff substations from the Prosecutor's
Office, and improved security in courtrooms, among other benefits; and
WHEREAS the OakVideo system has substantial value to other law enforcement
agencies, courts, prosecutors, and other entities outside Oakland County; and
WHEREAS County administration has discussed with the Building Authority
members and notified the Board of Commissioners through the attached memorandum
dated August 6, 2005, a proposal to enter into a contract for the licensing, marketing and
sale of the OakVideo product throughout the United States; and
WHEREAS Oakland County has sought and obtained the services of an outside
copyright attorney and has filed a copyright with the federal government in order to
protect the County's interests in this intellectual product; and
WHEREAS a request for proposal for licensing, marketing and sale of the
OakVideo product was issued to approximately a dozen companies (IBM, CA, Tyco,
Oracle, etc.), and these companies were encouraged to come to a pre-bid demonstration;
and
WHEREAS a group of four companies (Integrated Digital Systems, LLC (IDS) as
prime and SAIC, Simtrol and Cox Communications as subcontractors) has been selected
to best license, market and sell the OakVideo product; and
Planning & Building Committee Vote:
Motion carried unanimously on a roll call vote
WHEREAS the status of the licensing, marketing and sale of the OakVideo project
has been previously reported to the Oakland County Building Authority Board; and
WHEREAS Simtrol has offered over $130,000 of software and related services to
embed software components to better manage the operating status of the OakVideo
project (in lieu of the present labor-intensive monitoring required) at no cost to the County;
and
WHEREAS a summary of the contract negotiated to market OakVideo nationally is
attached, along with the contract.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of
Commissioners authorizes the Award of Contract/Software License Agreement with
Integrated Digital Systems, LLC (IDS) relative to the OakVideo System for a term of ten
(10) years.
BE IT FURTHER RESOLVED that Integrated Digital Systems, LLC (IDS) is
identified as the primary contractor, with SAIC, Simtrol and Cox Communications being
identified as subcontractors.
BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners
authorizes the acceptance of software and related services from Simtrol (valued at
approximately $130,000) for embedding software components to better manage the
operating status of the OakVideo project at no cost to Oakland County.
BE IT FURTHER RESOLVED that the attached agreement provides for Oakland
County to receive a royalty fee equal to five (5%) percent of the Licensee's Gross receipts
attributable to the sale or licensing of the Software and derivative works ("Royalties")
during the term of this Contract.
BE IT FURTHER RESOLVED that royalties received under the terms of the
attached Agreement are to be deposited into a special account within the Oakland County
General Fund identified for this purpose.
BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners is
to receive through the appropriate committees a copy of quarterly reports detailing the
royalty payments and information.
BE IT FURTHER RESOLVED that any modifications to the terms of the attached
Agreement shall come before the Oakland County Board of Commissioners for approval.
BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners
authorizes the Chairperson of the Board to execute the attached Award of
Contract/Software License Agreement on behalf of Oakland County.
Chairperson, on behalf of the Planning & Building Committee, I move adoption of
the foregoing resolution.
PLANNING & BUILDING COMMITTEE
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L. BROOKS PATTERSON, OAKLAND COUNTY EXECUTIVE
COUNTY MICHIGAN
Robert J. Daddow
Assistant Deputy County Executive
TO: Oakland County Building Authority
General Government Committee
Finance Committee
Jerry Poisson
Laurie Van Pelt
Phil Bertolini
Larry Doyle
Joe Sullivan
Karen Agacinski
Bob Pence
FROM:
SUBJECT:
DATE:
Bob Daddow
OakVideo — Value Added Resetler
August 6, 2005
Since the OakVideo project's inception, the County has realized that the project's
functionality was unique in the market place of video conferencing. Combining the video
conferencing systems with the electronic data transmissions for criminal records was
understood by the Polycom Users Group (PUG) to be unique as well and this Group
awarded the County the 2003 PUG Award for the most creative project. When
comparing the 2004 applicants against the 2003 County PUG Award, the PUG felt that
none were worthy of the 2004 PUG Award — no one received it.
Realizing that the product was unique, the County secured the services of a patent /
copyright attorney and submitted a copyright on the product in late 2004 in order to
protect the County's interests in this intellectual product. The application was submitted
and is currently in Washington D.C. under review. Shortly after that point in time, the
County began to develop a request for proposal for a vendor that could market the
product, with the County securing a commission from this 'value added reseller.'
In spring 2005, the County issued a RFP to roughly a dozen vendors, obtained a single
proposal and began to negotiate a contract with the successful value added reseller. The
terms of the agreement are still under negotiation, but the general contents of the proposal
DEPARTMENT OF INFORMATION TECHNOLOGY
BUILDING 49W • 1200 N TELEGRAPH RD DEPT 421 • PONTIAC MI 48341-0421 • (248) 858-1650 • FAX (248) 858-5130
and agreed-upon terms to date follow:
• The County would secure royalties of 5% of the gross receipts of the product and
all derivative products over the term of the contract (still not finalized).
• The County's investment in enhancements to the product would be provided to
the value added reseller at no cost. Likewise, the value added reseller's
investment in the product (which almost certainly would be in excess of the
investments by the County) would likewise be shared with the County at no cost.
• Based on mutual consent, the County would 'beta test' new versions of the value
added reseller.
• The County would provide on-site demonstrations of the product.
• All sales and marketing, user support and installation costs are to be borne by the
value added reseller.
Given that the County cannot locate any reasonably comparable product in the market, it
is likely that this product will be successful. The value added reseller is a consortium
comprised of IDS (a locally known vendor already used by the County), SAIC (a very
large software firm that generates roughly $6 billion in revenue), Cox Communications
(third largest cable company in the nation), and SIMTROL (a moderately large, boutique
video conferencing firm that markets specialty tools for conferencing). This consortium
has several very active leads that are pending the County's completion of the contract.
On a longer-term basis, the County is hopeful that the royalties for this product would be
sufficient to cover costs of the OakVideo operating and maintenance costs once the
product has been brought to market. It is not possible to estimate, at this time, the
success of the marketing effort of this product or its derivatives.
2
SOFTWARE LICENSE AGREEMENT
This "Contract" is made between the COUNTY OF OAKLAND, a Michigan Constitutional
Corporation, 1200 N. Telegraph Rd., Pontiac, MI 48341, hereinafter called "Licensor", and
INTEGRATED DIGITAL SYSTEMS, LLC, a Michigan limited liability company, 24400 Plymouth
Rd., Redford, MI 48239-1617 hereinafter called "Licensee". In this Contract, either Licensee or
Licensor may also be referred to individually as a "Party" or jointly as the "Parties". This Contract
is organized and divided into the following "Section" or "Sections" for the convenience of the
Parties.
SECTION 1. CONTRACT DOCUMENTS AND DEFINITIONS
SECTION 2, CONTRACT EFFECTIVE DATE AND TERMINATION
SECTION 3. LICENSE
SECTION 4. PAYMENT OBLIGATION TO LICENSOR
SECTION 5. ASSURANCES AND WARRANTIES
SECTION 6. LICENSEE INDEMNIFICATION
SECTION 7. GENERAL TERMS AND CONDITIONS
In consideration of the mutual promises, obligations, representations, and assurances in this
Contract, the Parties agree to the following:
§1. CONTRACT DOCUMENTS AND DEFINITIONS
The following words and expressions, when printed with the first letter capitalized as shown
herein, whether used in the singular or plural, possessive or non-possessive, and/or either
within or without quotation marks, shall be defined and interpreted as follows:
"Licensee Employee" means without limitation, any employees, officers,
directors, members, managers, trustees, volunteers, attorneys, and
representatives of Licensee, and also includes any Licensee licensees,
concessionaires, contractors, subcontractors, independent contractors,
licensee'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), and/or any and all
persons acting by, through, under, or in concert with any of the above. "Licensee
Employee" shall also include any person who was a Licensee Employee at
anytime during the term of this Contract but, for any reason, is no longer
employed, appointed, or elected in that capacity.
1.2. "Claims" means any alleged losses, claims, complaints, demands for relief or
damages, suits, causes of action, proceedings, judgments, deficiencies, liability,
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 imposed on, incurred 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
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1.1.
SOFTWARE LICENSE AGREEMENT
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.
1.3. "Licensee" means Integrated Digital Systems, LLC, a Michigan limited liability
company, including without limitation, its subsidiaries, affiliates, successors,
assigns or any other entity which assumes substantially all the interests of IDS.
1.4. "Licensor" means the County of Oakland, a Municipal and Constitutional
Corporation, its departments, divisions, authorities, boards, committees, and
"Licensor Agent" as defined below.
1.5. "Licensor Agent" means all elected and appointed officials, directors, board
members, council members, commissioners, employees, volunteers,
representatives, and/or any such persons' successors (whether such person act
or acted in their personal representative or official capacities), and/or any
persons acting by, through, under, or in concert with any of them. "Licensor
Agent" shall also include any person who was a "Licensor Agent" anytime during
the term of this Contract but, for any reason, is no longer employed, appointed,
or elected and serving as an Agent.
1.6. "Day" means any calendar day, which shall begin at 12:00:00 a.m. and end at
11:59:59 p.m.
1.7. "Proprietary Information" means all materials and information in written, oral,
magnetic, photographic or other form that are Evaluation Materials, Software,
Hardware or Intellectual Property belonging to the County as defined in this
Contract.
1.8. "Evaluation Materials" means all manuals, plans, diagrams, specifications and
video presentations disclosed by Licensor to Licensee which describe the
Proprietary Information, Software or Intellectual Property of the County and are
marked "Proprietary".
1.9. "Software" means all ideas, concepts, know-how, methods, techniques,
structures, configurations, information and materials relating to the OakVideo
software products, including source code, object code, requirements,
specifications, design notes, flow charts, technical documentation and structures
that reside in the OakVideo software and are not generally known to the public.
The term "Software" describes not only the current product, used as a video
arraignment system within courts and police departments, but shall also apply to
all uses of the product for video conferencing and digital document storage and
retrieval. The term "Software" includes the Program and Documentation as
defined in Sections 3.3.1 and 3.3.2.
1.10. "Hardware" means all ideas, concepts, know-how, methods, techniques,
structures, information and materials relating to the configuration and operation
of all equipment, components, devices, or circuitry used in conjunction with the
OakVideo Software which are not generally known to the public.
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• SOFTWARE LICENSE AGREEMENT
1.11. "Intellectual Property" means materials relating to the OakVideo System,
including but not limited to those that have been submitted to the U.S. Copyright
Office or U.S. Patent and Trademark Office for registration or are subject to
protection under patent, copyright, trademark or trade secrets.
1.12. "OakVideo System" means the software and hardware configured to perform
audio/video conferencing according to Oakland County's plans and specifications
and any and all intellectual property rights attached thereto.
1.13. "Contract Documents" This Contract includes and fully incorporates herein all of
the following documents:
1.13.1. Exhibit I: The Program
1.13.2. Exhibit II: The Documentation
1.13.3. Exhibit Hardware
1.13.4. Exhibit IV: Source Code Information
1.13.5. Exhibit V: Insurance
§2. CONTRACT EFFECTIVE DATE AND TERMINATION
2.1. The effective date of this Contract shall be the date on which it is signed and
approved by the Parties. Notwithstanding the above, under no circumstances
shall this Contract be effective and binding until and unless:
2.1.1. This Contract is signed by a Licensee Employee legally authorized to bind the
Licensee.
2.1.2. This Contract is signed by an authorized agent of Licensor, as provided for on
the signature page of this Contract, who shall be the final signatory to this
Contract.
2.2. Licensor may terminate and/or cancel this Contract for Cause. As used in this
Contract, Cause means fraud, embezzlement, deceit, act of moral turpitude or
material breach of the terms of this Contract, which breach remains uncured for
90 days following written notice to Licensee.
2.3. The Licensor may terminate and/or cancel Licensor's performance obligations
under this Contract (or any part thereof) at any time during the term, any renewal,
or any extension of this Contract, upon 60 days written notice to the Licensee, for
any reason, including convenience, without incurring obligation or penalty of any
kind. The effective date for termination or cancellation of Licensor's performance
obligations shall be clearly stated in the written notice. Licensor's termination or
cancellation of its performance obligations (or any part thereof), will not terminate
or cancel the License granted pursuant to Section 3 and Licensee's payment
obligations for use of same pursuant to Section 4. However, notwithstanding the
preceding sentence, Licensor may terminate or cancel the License for Cause.
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SOFTWARE LICENSE AGREEMENT
2.4. Under no circumstances shall the Licensor be liable for any future loss of income,
profits, any consequential damages or any loss of business opportunities,
revenues, or any other economic benefit Licensee may have realized but for the
termination and/or cancellation of this Contract. The Licensor shall not be
obligated to pay Licensee any cancellation or termination fee if this Contract is
cancelled or terminated as provided herein.
2.5. Upon termination of this Contract, Licensee shall cease any further licensing of
the Software and Documentation. Termination of this Contract will not restrict
Licensee's right to continue to support and maintain copies of the Software and
Documentation licensed to end users prior to the date of termination.
§3. LICENSE
3.1. Licensor hereby grants to Licensee an exclusive worldwide license (the
"License") to use the Software described in Section 3.3. The term "use" will
include the right to copy, modify, market, distribute, and sublicense the Software,
subject to the payment provisions of Section 4.2.and the other conditions stated
in this Contract. .
3.2. Term. The initial term of the License will be ten (10) years from the date of
execution of this Contract by the Parties.
3.2.1 Upon the expiration of the initial ten (10) year term. provided Licensee is not then
in material default of the terms of this Agreement, pursuant to written notice from
Licensor and a 30 day period in which to cure, Licensee may renew the License
for an additional five (5) year term. Upon the expiration of the first five (5) year
renewal term, provided Licensee is not then in material default, pursuant to
written notice from Licensor and a 30 day period in which to cure, Licensee may
renew the License for an additional five (5) year term.
3.2.2 Licensee will give Licensor written notice of Licensee's exercise its renewal
option at least six (6) months prior to the expiration of the then current term.
3.3. Licensed Software. The Software being licensed includes the following:
3.3.1. The Program. The Program will consist of modules or components, will perform
the functions of and will comply with the specifications identified or set forth in
Exhibit I. Licensor is required to deliver to Licensee one (1) electronic copy of the
Program specified in Exhibit I, which shall be contained on machine-readable
media which can be read by the Hardware on which the Program is to be run,
which is identified in Exhibit III. Licensee will confirm in writing its acceptance of
a working machine-readable copy of the Program.
3.3.2. Documentation. The Documentation will consist of any and all operator's and
user's manuals, training materials, guides, commentary, listings and other
materials for use in conjunction with the Program, as set forth in Exhibit
Licensor is required to deliver to Licensee one (1) electronic copy of the
Documentation as specified in Exhibit II. Licensee will have the right to make as
many additional copies of said Documentation as Licensee may deem
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• SOFTWARE LICENSE AGREEMENT
necessary. Licensee will confirm in writing its acceptance of a working machine-
readable copy of the Documentation,
3.3.3. Source Code. The Program includes: its source code form; a compiler, or similar
computer program which can convert the source code into the object code form
of the Program; the Documentation includes all relevant commentary, including
explanations, flow charts, algorithm and subroutine descriptions, memory and
overlay maps and other documentation of the source code ("Commentary").
Licensor is required to deliver to Licensee with the object code, one (1) electronic
copy of the complete source code, and compiler, contained on machine-readable
media which can be read by the Hardware as is specified in Exhibit III, as well as
one (1) electronic copy of the complete listing of the source code and
Commentary as specified in Exhibit IV, Licensee will have the right, to make as
many additional machine-readable or other copies of the Source Code, listing
and Commentary as it may deem necessary. Licensee will confirm in writing its
acceptance of a working machine-readable copy of the Source Code, listing and
Commentary.
3.4. Licensee Modifications, Licensee will have the right, in its own discretion, to
independently modify or create derivative works based on the Software and
Documentation, through the services of its own employees or of independent
contractors, provided that same agree not to disclose any part of the Software or
otherwise violate Licensor's proprietary right. All such modifications or derivative
works will be considered joint works of Licensor and Licensee. Licensor and
Licensee shall be deemed to be the co-owners of any such modifications, which
shall be deemed confidential information. Licensee will communicate with
Licensor from the design stage onward as to all planned Licensee modifications
to the Software, and Licensor may elect to be a beta test site. Licensee will
periodically deliver copies of revisions, versions and new releases of the
modifications or derivative works to Licensor for Licensor's use as the same
become available to the general public, without charge to Licensor. "Derivative
works" will not be deemed to include statically (embedded) or dynamically
(external) linked source code, plugins or device drivers created by third parties or
independently developed pursuant to Section 3.9. Licensee will take all actions
to reasonably protect Licensor's Program and rights if Licensee statically embeds
or links to source code, plugins or device drivers created by third parties or
developed pursuant to Section 3.9.
3.5. Licensor Modifications. Licensor reserves the right to make modifications to the
Software and Documentation, and all revisions, versions and new releases
developed by Licensee and delivered to Licensor. Licensor will communicate
with Licensee from the design stage onward as to all Licensor desired
modifications, and the Parties will cooperate to make Licensor modifications
backwardly compatible with subsequent revisions, versions and new releases
developed by Licensee. Licensee reserves the right to reject Licensor
modifications if Licensee concludes, in its sole discretion, that such modifications
might cause significant degradation, instability, reduction of functionality, or major
change in Software architecture. Licensor grants Licensee a license to use any
modifications developed by Licensor. Licensor modifications used by Licensee
will be included in "Software" and subject to the provisions of Section 4 regarding
payment of Royalties for use of same.
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SOFTWARE LICENSE AGREEMENT
3.6. Delivery. Within seven (7) days after the execution of this Contract by Licensor,
Licensor shall deliver to Licensee's premises one (1) electronic copy of the object
code form of the Program, together with one (1) electronic copy of the source
code, compiler, Commentary, listings and Documentation as required in Section
3.3.
3.7. Program Acceptance. Licensee has provided Licensor with installation and other
services to implement the OakVideo System on a county-wide basis pursuant to
the terms of Professional Service Contract Number B0201942 dated September
11, 2003. Licensee has a working familiarity with the Program. Licensee
accepts the Program "AS IS" with full knowledge of its current functionality.
3.8. Additional Support. During the first year after the effective date of this Contract,
Licensor shall provide to Licensee, without additional charge, all reasonably
necessary telephone or written consultation requested by Licensee in connection
with its use and operation of the Software or any problems therewith. Telephone
consultation shall be requested and provided only during Licensor's normal
business hours and Licensee shall pay all long distance telephone charges in
connection therewith. During the term of this Contract. Licensor shall also provide
Licensee, without additional charge, product demonstration support at Licensor's
facilities as reasonably requested by Licensee. Licensee will schedule such
demonstrations in advance with Licensor in such manner so as not to disrupt
Licensor's information technology department or deprive Licensor of critical
information technology personnel.
3.9. Licensor's Proprietary Notices. Licensee agrees that any copies of the Program
or Documentation which it makes pursuant to this Contract shall bear all
copyright, trademark and other proprietary notices included therein by Licensor
and except as expressly authorized herein.
3.10. Other Products. Nothing in this Contract shall impair Licensee's rights to use,
market, or distribute, without obligation to Licensor, similar ideas, concepts,
software or products to those in the Licensor products, which have been
independently submitted by others to Licensee, or which have been developed
independently by Licensee, provided that such ideas, concepts, software and
products do not infringe upon Licensor's copyrights and trade secrets with
respect to the Licensed Software.
3.11. Proprietary Rights. The Parties acknowledge and agree that the Licensed
Software is proprietary to Licensor, including all patent, copyright, trade secret
and other proprietary rights thereto, and that no title to or ownership of the
Licensed Software, or any part thereof, is transferred to Licensee.
3.11.1. Each Party agrees to use all reasonable steps to ensure that the other Party's
proprietary or confidential information is not disclosed by its employees or agents
in violation of Section 8.11.
3.11.2. Licensee may disclose proprietary or confidential information to any of its
strategic alliance companies (whether through joint ventures, sublicenses,
subcontracts or otherwise) on the condition that Licensee first enters into written
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SOFTWARE LICENSE AGREEMENT
agreements with such companies by which they are bound by the same
commitments of Licensee to Licensor under this Contract.
3.11.3. The Parties will notify each other in writing upon discovery that any person or
company is infringing on the proprietary rights of Licensor. Upon such notice,
Licensee will take all reasonable efforts to promptly terminate such infringement.
Licensee may request the assistance of Licensor in terminating such
infringement. Licensor shall have the right to separately select legal counsel and
take any and all legal actions to terminate such infringement. All expenses for
such action by Licensor shall be borne entirely by Licensor and Licensor shall
own and retain all recoveries awarded by way of damages, costs, attorney fees,
or otherwise.
§4. PAYMENT OBLIGATIONS TO LICENSOR
4.1. Licensee agrees to pay Licensor a royalty fee equal to five percent (5%) of
Licensee's Gross Receipts attributable to the sale or licensing of the Software
and derivative works ("Royalties") during the term of this Contract. "Gross
Receipts" means all revenue received by Licensee from the licensing of the
Software and derivative works, regardless of its source, whether in the form of
cash, check, credit card charge, credit instrument, exchange of goods or
otherwise, but exclusive of sales or use taxes collected.
4.2. Licensee shall pay Royalties to Licensor on a quarterly basis beginning at the
end of the calendar quarter in which the Licensee Software is first publicly offered
by Licensee. Royalties shall not be paid to Licensor and shall be adjusted to
account for, returns in the ordinary course of business. Licensee will not (i)
provide any copies of promotional software (furnished free to the trade, press or
for public relation use or furnished free to resellers or others) to any end user for
a period greater than ninety (90) days, (ii) sell any maintenance or support
services in connection with any promotional software, or (iii) license the Software
for less than its fair market value (as determined by license fees generally
charged for the Software).
4.3. Licensee shall deliver to Licensor every four (4) months, a report stating the total
number of copies of the Software that have been licensed by Licensee, and will
separately identify copies of promotional software.
4.4. This Contract does not authorize any in-kind services by either Party, unless
expressly provided herein.
§5. ASSURANCES AND WARRANTIES
5.1. Ownership. Licensor is the owner of the Software or otherwise has the right to
grant to Licensee the License. Licensor has no knowledge of any actual or
threatened suit by any such third party alleging an infringement by Licensor of
their intellectual property rights for use of the Software covered by this Contract.
5.2. Warranty. Licensor represents that the Program and Documentation are
currently fully operational as used on the configuration of Hardware and
operating system and other required computer programs, as specified in Exhibit
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• SOFTWARE LICENSE AGREEMENT
5.3. Service Warranty. Licensor warrants that all services performed hereunder will
be performed in a manner that complies with all applicable laws, statutes,
regulations, ordinances, and professional standards.
5.4. Taxes. The Licensee shall pay its own local, state and federal taxes, including
without limitation, social security taxes, unemployment compensation taxes, and
excise duties. The Licensor shall not be liable to or required to reimburse the
Licensee for any federal, state and local taxes or fees of any kind.
5.5. Licensee Employees.
5.5.1. Licensee shall employ and assign qualified Licensee Employees as necessary
and appropriate to perform its obligations under this Contract. Licensee shall
ensure all Licensee Employees have all the necessary knowledge, skill, and
qualifications necessary to perform the required services and possess any
necessary licenses, permits, certificates, and governmental authorizations as
may be required by law.
5.5.2. Licensee shall solely control, direct, and supervise all Licensee Employees with
respect to all Licensee obligations under this Contract. Licensee will be solely
responsible for and fully liable for the conduct and supervision of any Licensee
Employee.
5.5.3. All Licensee Employees shall wear and display appropriate county-provided
identification at all times while working on County premises. All Licensee
Employees assigned to work under this Contract may, at the Licensor's
discretion, be subject to a security check and clearance by the Licensor.
5.6. The Licensee's Relationship To The Licensor Is That Of An Independent
Contractor. Nothing in this Contract is intended to establish an employer-
employee relationship between Licensor and either the Licensee or any Licensee
Employee. All Licensee Employees assigned to provide services under this
Contract by the Licensee shall, in all cases, be deemed employees of the
Licensee and not employees, agents or subcontractors of the Licensor.
5.7. DISCLAIMER. LICENSOR EXPRESSLY DISCLAIMS, AND LICENSEE
HEREBY EXPRESSLY WAIVES, ALL OTHER WARRANTIES EXPRESS OR
IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE. LICENSOR DOES NOT WARRANT THAT
THE SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS OR THAT THE
OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-
FREE, OR THAT ERRORS IN THE SOFTWARE WILL BE CORRECTED. THE
ENTIRE RISK OF THE SOFTWARE'S QUALITY AND PERFORMANCE IS
WITH LICENSEE. LICENSOR SHALL HAVE NO LIABILITY FOR
CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE
DAMAGES EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
§6. LICENSEE INDEMNIFICATION
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SOFTWARE LICENSE AGREEMENT
6.1. Indemnification.
6.1.1. Licensee shall indemnify and hold Licensor harmless from any and all Claims
which are incurred by or asserted against the Licensor by any person or entity,
alleged to have been caused or found to arise, from the acts, performances,
errors, or omissions of the Programs and Licensee or Licensee's Employees,
including, without limitation, all Claims relating to injury or death of any person or
damage to any property.
6.1.2. The indemnification rights contained in this Contract are in excess and over and
above any valid and collectible insurance rights/policies. During the term of this
Contract, if the validity or collectability of the Licensee's insurance is disputed by
the insurance company, the Licensee shall indemnify the Licensor for all claims
asserted against the Licensor and if the insurance company prevails, the
Licensee shall indemnify the Licensor for uncollectible accounts.
6.1.3. Licensee shall have no rights against the Licensor for any indemnification (e.g.,
contractual, equitable, or by implication), contribution, subrogation, and/or any
other right to be reimbursed by Licensor except as expressly provided herein.
6.1.4. Licensee waives and releases all actions, liabilities, loss and damage including
any subrogated rights it may have against the Licensor based upon any Claim
brought against the Licensor suffered by a Licensee Employee.
§7. INSURANCE
At all times during this Contract, Licensee shall obtain and maintain insurance according
to the specifications indicated in Exhibit V.
§8. GENERAL TERMS AND CONDITIONS
8.1. Access to Licensor's Facilities. Licensee may, subject to the County's security
and background check, have access to the County's facilities during normal
business hours. Licensee must obtain prior permission by the Licensor for
access to Licensor's facilities after Licensor's regular business hours.
8.2. Cumulative Remedies. A Party's exercise of any remedy shall not preclude the
exercise of any other remedies, all of which shall be cumulative. A Party shall
have the right, in its sole discretion, to determine which remedies are to be
exercised and in which order.
8.3. Survival of Terms and Conditions. The following terms and conditions shall
survive and continue in full force beyond the termination and/or cancellation of
this Contract (or any part thereof) until the terms and conditions are fully satisfied
or expire by their very nature:
"ASSURANCESAND WARRANTIES";
"LICENSEE INDEMNIFICATION";
"Confidentiality";
"Audit";
"Severability";
"Governing Law/Consent To Jurisdiction And Venue"
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SOFTWARE LICENSE AGREEMENT
"Publicity", and
"Survival of Terms And Conditions."
8.4. Licensor's Right to Suspend Services. Upon written notice, Licensor may
suspend performance of this Contract if Licensee has failed to comply with
material Federal, State, or Local laws, or materially breached any requirements
contained in this Contract, which noncompliance or breach adversely affects the
interests of Licensor in the Software and remains uncured for thirty (30) days
following Licensor' written notice to Licensee. The right to suspend services is in
addition to the Licensor's right to terminate and/or cancel this Contract. The
Licensor shall incur no penalty, expense, or liability to Licensee if the Licensor
suspends services under this Section.
8.5. No Third Party Beneficiaries. Except as provided for the benefit of the Parties,
this Contract does not and is not intended to create any obligation, duty, promise,
contractual right or benefit, right to be indemnified, right to be subrogated to the
Parties' rights in this Contract, and/or any other right, in favor of any other person
or entity.
8.6. Compliance with Laws. Licensee shall comply with all federal, state, and local
laws, statutes, ordinances, regulations, insurance policy requirements, and
requirements applicable to its activities under this Contract.
8.7. Discrimination. Licensee shall not discriminate against any employee or
applicant for employment because of sex, race. religion, color, national origin, or
handicap in violation of State and Federal law
8.7.1. Licensee shall promptly notify the Licensor of any complaint or charge filed
and/or determination by any Court or administrative agency of illegal
discrimination by Licensee.
8.7.2. The Licensor, in its discretion, may consider any illegal discrimination described
above as a breach of this Contract and may terminate or cancel this Contract
immediately with notice.
8.8. Reservation of Rights. This Contract 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 Licensor or Licensee.
8.9. Force Majeure. Notwithstanding any other term or provision of this Contract,
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 accommodate or mitigate the effects of any
such cause. Such cause shall include, without limitation, acts of God, fire,
explosion, vandalism, any law, order, regulation, direction, action, or request of
the United States government or of any other government, national emergencies,
insurrections, riots, wars, strikes, lockouts, work stoppages, or other labor
difficulties. Reasonable notice shall be given to the affected Party of any such
event. The Licensee is expected, through insurance or alternative temporary or
emergency service arrangements, to continue its obligations under this Contract
in the event of a reasonably anticipated, insurable business risk such as
business interruption and/or any insurable casualty or loss.
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- SOFTWARE LICENSE AGREEMENT
8.10. Conflict of Interest. Pursuant to Public Act 317 and 318 of 1968, as amended
(MCL 15.321, et seq.), no contracts shall be entered into between the Licensor,
including all agencies and departments thereof, and any Licensor Agent. To
avoid any real or perceived conflict of interest, Licensee shall identify any
Licensee Employee or relative of Licensee's Employees who are presently
employed by the Licensor. Licensee shall give Licensor notice if there are any
Licensor Agents or relatives of Licensor Agents who are presently employed by
Licensee.
8.11. Use of Confidential Information. The Licensee and/or Licensee Employees shall
not reproduce, provide, disclose, or give access to Confidential Information,
including trade secrets, methods, processes or procedures or other confidential
information it learns from the performance of the Contract to any third party, or to
any Licensee Employee not having a legitimate need to know any such
information and data, and shall not use the Confidential Information for any
purpose other than performing its services under this Contract. Notwithstanding
the foregoing, Licensee may disclose the Confidential Information if required by
law, statute or other legal process; provided that Licensee (i) gives Licensor
prompt written notice of an impending disclosure, (ii) provides reasonable
assistance to Licensor in opposing or limiting the disclosure, and (iii) makes only
such disclosure as is compelled or required.
8.11.1. This Contract imposes no obligation upon Licensee with respect to any
Confidential Information which Licensee can establish by legally sufficient
evidence: (i) was in the possession of, or was known by Licensee, prior to its
receipt from the Licensor, without an obligation to maintain its confidentiality; or
(ii) is obtained by Licensee from a third party having the right to disclose it,
without an obligation to keep such information confidential.
8.11.2. Licensee shall require Licensee's Employees and consultants to sign a non-
disclosure agreement with Licensee with respect to the Confidential Information
pertaining to this Contract,
8.11.3. As used in this Contract, "Confidential Information" means all information that the
Parties are required or permitted by law to keep confidential, including trade
secrets, methods, processes or procedures or other confidential information it
learns from the performance of the Contract.
8.12. Publicity. Licensee shall not specifically refer to the existence of this Contract in
any press release, advertising or materials distributed to prospective customers,
without the prior written consent of the Contract Administrator or designee of
Licensor. This obligation will survive the cancellation or other termination of this
Contract.
8.13. Project Managers. Each Party shall designate an employee or agent to act as a
Project Manager. The Project Managers shall serve as a contact point for all
matters related to the services to be performed under this Contract. The
Licensee's Project Manager shall coordinate with the Licensor's Project
Manager, the Licensee shall provide the name and qualifications of its Project
Manager and an alternate.
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- SOFTWARE LICENSE AGREEMENT
8.14. Contract Administrator. Each Party may designate an employee or agent to act
as Contract Administrator. The Licensors Contract Administrator shall be
responsible for such activities as monitoring deliverables and reviewing royalty
payments and documentation.
8.15. Dispute Resolution. All disputes arising under or relating to the execution,
interpretation, performance, or nonperformance of this Contract involving or
affecting the Parties may first be submitted to the respective Project Managers
and Contract Administrators for possible resolution. The Project Managers and
Contract Administrators may promptly meet and confer in an effort to resolve
such dispute. If the Project Managers 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.
8.16. Access and Records. Licensee will maintain accurate books and records in
connection with the services provided under this Contract for thirty-six (36)
months after end of this Contract, and provide the Licensor with reasonable
access to such book and records.
8.17. Audit. Licensee shall allow the Licensor's Auditing Division, or an independent
auditor hired by the Licensor, to perform finance and compliance audits, at the
sole cost and expense of Licensor, with the authority to access all pertinent
records and interview any Licensee Employee throughout the term of this
Contract, and for a period of three years after final payment.
8.17.1. Licensee shall explain any audit finding, questionable costs, or other Contract
compliance deficiencies to the Licensor within forty-five (45) days of receiving the
final audit report. Licensee's response shall include all necessary documents and
information that refute the final audit report. Failure by Licensee to respond in
writing within forty-five (45) days shall be deemed acceptance of the final audit
report.
8.18. Licensee will have the unrestricted right to form strategic alliances (whether
through joint ventures, sublicenses, subcontracts or otherwise) with other
business entities on such terms and conditions as Licensee deems reasonable,
necessary or appropriate to maximize the functionality of the Software for end
users generally, and to maximize marketing, distribution, reselling and/or
licensing of the Software, subject to the provisions of Section 3.11.2.
8.18.1.1f a Bankruptcy Trustee or other court appointed administrator assigns this
Contract, the rights and obligations under this Contract shall not be diminished in
any manner by assignment, delegation or subcontract.
8.18.2. Licensee may assign its rights under this Contract, without restrictions, to any
corporation or limited liability company which controls, is controlled by, or is
under common control with Licensee, to any corporation or limited liability
company resulting from a joint venture, merger or consolidation with Licensee, or
to any person or entity which acquires all the assets of Licensee as a going
concern, provided that said assignee assumes, in full, the obligations of Licensee
under this Contract. Notwithstanding any other provision in this Contract,
Licensor may terminate this Contract on 60 days written notice to Licensee
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SOFTWARE LICENSE AGREEMENT
and/or its assignee if Licensee and/or its assignee fail to perform pursuant to the
terms of this Contract and Licensee and/or its assignee fail to cure the alleged
non-performance during the 60 day period.
8.18.3. The License to use the Source Code terminates immediately in the event of the
dissolution, bankruptcy or insolvency of Licensee. In the event that a Petition in
Bankruptcy is filed, the Source Code shall be immediately returned to Licensor
8.19. Non-Exclusive Contract. No provision in this Contract limits, or is intended to
limit, in any way the Licensee's right to offer and provide its services to the
general public, other business entities, municipalities, or governmental agencies
during or after the term of this Contract.
8.20. No Implied Waiver. Absent a written waiver, no act, failure, or delay by a Party to
pursue or enforce any right or remedy under this Contract shall constitute a
waiver of those rights with regard to any existing or subsequent breach of this
Contract. No waiver of any term, condition, or provision of this Contract, 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 Contract. No
waiver by either Party shall subsequently affect its right to require strict
performance of this Contract.
8.21. Severability. If a court of competent jurisdiction finds a term, condition, or
provision of this Contract to be illegal or invalid, then the term, condition, or
provision shall be deemed severed from this Contract. All other terms, conditions,
and provisions of this Contract shall remain in full force and effect.
Notwithstanding the above, if Licensee's promise to indemnify or hold the
Licensor harmless is found illegal or invalid, Licensee shall contribute the
maximum it is permitted to pay by law toward the payment and satisfaction of any
Claims against the Licensor.
8.22. Captions. The section and subsection numbers, captions, and any index to such
sections and subsections contained in this Contract are intended for the
convenience of the reader and are not intended to have any substantive meaning
and shall not be interpreted to limit or modify any substantive provisions of this
contract. Any use of the singular or plural number, any reference to the male,
female, or neuter genders, and any possessive or non-possessive use in this
contract shall be deemed the appropriate plurality, gender or possession as the
context requires.
8.23. Notices. Notices given under this Contract shall be in writing and shall either 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 when one of the following 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.
8.23.1.1f notice is sent to the Licensee, it shall be addressed to:
Stephen J. Kale
Corporate Counsel
39850 Van Dyke Avenue
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SOFTWARE LICENSE AGREEMENT
Sterling Heights, Michigan 48313-4621
8.23.2.1f notice is sent to the Licensor, it shall be addressed to:
Joseph HyIla, Manager
Oakland County Purchasing Department
Executive Office Building #34 East
Oakland County
1200 N. Telegraph Road
Pontiac, MI 48341
8.23.3. Either Party may change the address or individual to which notice is sent by
notifying the other party in writing of the change.
8.24. Contract Modifications or Amendments. Any modifications, amendments,
recessions, waivers, or releases to this Contract must be in writing and agreed to
by both Parties. Unless otherwise agreed, the modification, amendment,
recession, waiver, or release shall be signed by an expressly authorized
Licensee Employee and by the same person who signed the Contract for the
Licensor or other Licensor Agent as authorized by the Oakland County Board of
Cornmissioners.
8.25. Precedence of Documents. In the event of a conflict between the terms and
conditions in any of the documents comprising this Contract, the conflict shall be
resolved as follows:
8.25.1. The terms and conditions contained in this main Contract document shall prevail
and take precedence over any allegedly conflicting provisions in all other Exhibits
or documents.
8.26. Governing Laws/Consent to Jurisdiction and Venue. This Contract 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 Contract 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 Contract to enforce such judgment in any
appropriate jurisdiction, or to preclude Licensee from requesting a change of
venue.
8.27. Entire Contract. This Contract, together with the other documents specifically
referenced in this Contract, represents the entire Contract and understanding
between the Parties. This Contract supersedes all other prior oral or written
understandings, communications, agreements or Contracts between the Parties.
The language of this Contract shall be construed as a whole according to its fair
meaning, and not construed strictly for or against any Party.
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- SOFTWARE LICENSE AGREEMENT
The undersigned executes this Contract on behalf of Licensee and Licensor, and by doing so
legally obligates and binds Licensee and Licensor to the terms and conditions of this Contract,
FOR THE LICENSEE:
BY: DATE:
appeared in person before me this day and executed this
Contract on behalf of Licensee and acknowledged to me under oath that
has taken all actions and secured any and all necessary approvals
and authorizations and has the requisite authority from Licensee to fully and completely obligate
and bind Licensee to the terms and conditions of this Contract and any and all other documents
incorporated by reference and also acknowledged to me under oath having been provided with
copies and having read and reviewed all Contract documents including all documents
incorporated by reference.
Subscribed and sworn to before me on this day of , 2005.
Notary Public
, County,
My Commission Expires:
FOR THE LICENSOR:
BY: DATE:
Chairman
Board of Commissioners
Oakland County
APPROVED AS TO SCOPE:
BY: DATE:
Contract Administrator
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Nu.ILJn Lrud
county of OakIa
County Agents
1200 N. Telegraph Band
Pontaiso NI 48341 -0047
AUTHOR:I-CP REPRESONTATO
..ACORD. GER- TIFICATE OF LIABILITY INSURANCE .
OP ID 1"1 DATE (IMAIDD '
zNTEG -2 , 09/29'05
Nu:mom THIE CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
Boaguett 11 Company HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
23.50 Butterfie1d, ste 100 ALTER THE COVERAGE AFFORDED SY THE POLICIES BELOW,
'Troy 241 4E1084
Phone: 240-643 -7475 Fax:248 -643-6332 INSURERS AFFORDING COVERAGE NAM*
INSURED INSURER A; Hartford camoaity Irwin:ince Ca
INSURER & Twit City r3.r. inouranos Co
Integrated Digital Systems LLC; Robert De INSURER 0:
24400 Plymouth I INSUFIER Pt Re-dford NC 48239
—.iNeuptS E. _
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE SEEN /MAD TO THE INSuREID NAMED ABOVE Fop TH 'OLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REOUIREMENT, TERM.OR CONDITION OF ANY CONTRACT OR omtp DOCUMENT WITH RESPECT TO WHICH TKE CERTIFICATE MAY BE ISSUED OR
MAY InRTAIN, THE INSURANCE AFFORDED BY THE FOUCIEs DESCRIBED H'EREIN IS SUBJECT TO AU- THE TERMS. EXCLUSIONS ANC CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED SY PAID CLAIMS
. II I • gr • a -
4TR OMR. -FYFFE OF INSURANCE POLICY NUMBER aA PA DATE pAmeotlivv) UNITS
OENEFLALLAtualLnY I EACH OCCURRENCE 31,000,000
--I.. LIATIMLIC IV MCN I kV
A. ' COMMERctAL GENERAL LIABILITY 35ERRPB0235 07/17/05 07/17/06 Rwwwx(sooccumme) 16300,000
, CLAIMS mane OCCUR MED UP {Any woImrsoAl 2 lita 0 0 , PERSONAL 81 ADV INJURY $ 1 , 000 , 0 00 ----, ,AJEL214 - $5 1 000 I GENERAL AGGREGATE 42,000.'000
I GEM AGGREGATE LIMIT APPLIES PER: PRODUCTS- OCMP/OP AGE s 2,000,000 r--1 IT POLICY i JECT _L , Lac -
AUTOMOBILE LIABILRY COMBINED SINGLE LIMIT 31,000,000 ANY AUTO (Ea artidoAH
ALL OWNED AUTOS BODILY INJURY $
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X HIRED AUTOS 35SBAPB0235 07/17/05 07/17/06 eoniLY inuimv s , X NON-OWNED AUTOS 355E2%2130235 07/17/05 07/17/05 {Per occioent)
PROPERTY DAMAGE
(Par occicerlI)
GARAGE LIABILITY 1 AUTO ONLY • EA ACCIDENT 3
ANY AIJTO 1 OTHER THAN EA ADC
AUTO ONLY: AGO
EXCESSA1II3RBUA LIABILITY EACH OCCURRENCE 31,000,000 —
X OCCUR CLAIMS MADE 35SRAPB0235 07/17/05 07/17/06 AGGREGATE sl,000,000
3
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..„. WC-61ATD- 1:1714 .---TM-1170(iKERS COMPENSATION AND -11. TORY LIMITE ER I EMPLOYERS' LIARIUTT 8 ' ANY PRORRIETOFPARTNEWEXECLITIVE 35WECM5792 07/20/05 07/20/06 E.L. EACH ACCOENT $500,000
OFFICSRIMEMSER EXCLUDEVI E-L. DISEASE - EA EMPLDYEEI S 600,000
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DESCRIPTION OF OPERATION& r Loc.ATIONS r VEHICLES / CAC LliSIONS ADDED BY ENDORSEMENT I spEcIAL pRovisions
Certificate hold to read; County of Oakland, County Agents (as defined in
contract) and employees and elected and appointed officials of Oakland
County. Certificate holder ia named as Additional Insured as respects work
pored by the named insured. *10 days notice of cancellation for
non-paymen• of premium.
1nnnn........n•••n•
OARLE01
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE cANCELLEO BEFORE THE ExpIRAT;
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL "30 DAYS WRITTEN
NOTICE TO THE CERTIFICATE HER NAMED TO THE LEFT. MUT FruLune TO Do 50 SHALL
IMPOSE NO OBLIGAToN OR LIABILITY OR ANY HIND uFON THE INSURER, ITS AGENTS OR
REPRESENTATIVES,
ACDRO 26 (2001/05) 0 AMMO CORPORATION 1988
September 27, 2005
REPORT (MISC. 105241)
BY: PLANNING AND BUILDING COMMITTEE, CHARLES E. PALMER, CHAIRPERSON
IN RE: BUILDING AUTHORITY - AUTHORIZATION TO ENTER INTO AN AGREEMENT
INVOLVING THE OAKVIDEO PROJECT
TO: THE OAKLAND COUNTY FINANCE COMMITTEE
Chairperson, Ladies and Gentlemen:
The Planning & Building Committee having reviewed the above referenced resolution
suggests to the Finance Committee that they work with County Administration to establish a plan
for the expenditure of the potential revenue from the "OakVideo Software License Agreement
with Integrated Digital Systems, LLC.
Chairperson, on behalf of the Planning & Building Committee, I move acceptance of the
foregoing Report.
PLANNING & BUILDING COMMITTEE
Planning & Building Committee Vote:
Motion carried on a roll call vote:
Palmer, Douglas, Nash, Middleton, Molnar, Hatchett and Gershenson — yes
Potter and Woodward - no
September 27, 2005
REPORT (MISC. #05241)
BY. PLANNING AND BUILDING COMMITTEE, CHARLES E. PALMER, CHAIRPERSON
IN RE: BUILDING AUTHORITY - AUTHORIZATION TO ENTER INTO AN AGREEMENT
INVOLVING THE OAKVIDEO PROJECT
TO: THE OAKLAND COUNTY FINANCE COMMITTEE
Chairperson, Ladies and Gentlemen:
The Planning & Building Committee having reviewed the above referenced resolution
suggests to the Finance Committee that they work with County Administration to establish a plan
for the expenditure of the potential revenue from the "OakVideo " Software License Agreement
with Integrated Digital Systems, LLC.
Chairperson, on behalf of the Planning & Building Committee, I move acceptance of the
foregoing Report.
PLANNING & BUILDING COMMITTEE
Planning & Building Committee Vote:
Motion carried on a roll call vote:
Palmer. Douglas, Nash, Middleton. Molnar, Hatchett and Gershenson — yes
Potter and Woodward - no
• ; •
FISCAL NOTE (MISC. #05241) October 27, 2005
BY: FINANCE COMMITTEE, CHUCK MOSS, CHAIRPERSON
IN RE: BUILDING AUTHORITY — AUTHORIZATION TO ENTER INTO AN AGREEMENT
INVOLVING THE OAKVIDEO PROJECT
TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS
CHAIRPERSON, LADIES AND GENTLEMEN:
Pursuant to Rule XII-C of this Board, the Finance Committee has reviewed the above referenced
and finds:
1) The OakVideo system, which was developed through a Building Authority project and
funded by Oakland County bonds and the Copsmore grant, is recorded as an asset
in the Oakland County CLEMIS fund.
Revenues derived from this project will go toward the current and long-term
operations and maintenance of the OakVideo project, which may include paying
down the Building Authority debt service.
FINANCE COMMITTEE
C.-/(
FINANCE COMMITTEE
Motion carried on a roll call vote with Wilson voting no and Crawford
absent.
• * -
Resolution #05241 October 6, 2005
The Chairperson referred the resolution to the Finance Committee. There were no objections.
1,11_132 41=H3 3no uour
• IS *
Resolution #05241
Moved by Palmer supported by Wilson the resolution be adopted.
Moved by Palmer supported by Wilson the Finance Committee Report, General Government Committee
Report, and the Planning and Building Report be accepted.
A sufficient majority having voted in favor, the reports were accepted.
Moved by Wilson supported by Palmer the resolution be amended to coincide with the recommendation
in the Finance Committee Report, and the General Government Committee Report.
A sufficient majority having voted in favor, the amendments carried.
Moved by Wilson supported by Coulter the Fiscal Note be amended, as follows:
FISCAL NOTE (MISC. #05241)
BY: Finance Committee, Chuck Moss, Chairperson
IN RE: BUILDING AUTHORITY - AUTHORIZATION TO ENTER INTO AN AGREEMENT
INVOLVING THE OAKVIDEO PROJECT
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
Pursuant to Rule XII-C of this Board, the Finance Committee has reviewed the above referenced
and finds:
1)
ee: . e• .. •e ••. • e•-•_: e. •: a. e-e e e
down the Building Authority debt service.
2) That a new OakVideo revenue account be created in the CLEMIS Fund
under Other Revenues for revenues derived from the OakVideo License
Agreement royalty fees.
3) Revenues from this initiative shall not be expended until appropriated by
the Board of Commissioners.
4) Annual revenues derived from the OakVideo license agreement, if any, that
exceed the amount required to support the operations and maintenance of
the OakVideo project, may be transferred by action of the Oakland County
Board of Commissioners to reduce the Building Authority debt service
limited to the debt for the OakVideo project.
FINANCE COMMITTEE
Discussion followed.
Vote on Fiscal Note amendment:
AYES: Gershenson, Gregory, Jamian, KowaII, Long, Melton, Middleton, Molnar, Moss, Nash,
Patterson, Potter, Rogers, Scott, Suarez, Wilson, Woodward, Zack, Bullard, Coulter, Crawford,
Douglas. (22)
NAYS: Palmer. (1)
A sufficient majority having voted in favor, the amendment carried.
Moved by Wilson supported by Coulter the resolution be amended in the 4th BE IT FURTHER
RESOLVED paragraph to read as follows:
BE IT FURTHER RESOLVED that royalties received under the terms of the attached Agreement,
if any, are to be deposited into
iclentified-far-this-pur-pese an OakVideo revenue account in the CLEMIS Fund under "Other
Revenues". Revenues from this initiative shall not be expended until appropriated by the
Board of Commissioners.
October 27, 2005
The OakVideo system, which was developed through a Building Authority project
and funded by Oakland County bonds and the Copsmore grant, is recorded as
an asset in the Oakland County CLEMIS fund.
2) Revenues derived from this project will go toward the current and long terra
• 3 • •
Moved by Wilson supported by Coulter the resolution be further amended by adding the following as a 5th
BE IT FURTHER RESOLVED paragraph to read as follows:
BE IT FURTHER RESOLVED that annual revenues derived from the OakVideo license
agreement, if any, that exceed the amount required to support the operations and
maintenance of the OakVideo project, may be transferred by action of the Oakland County
Board of Commissioners to reduce the Building Authority debt service limited to the debt
for the OakVideo project.
Discussion followed.
Vote on Wilson's amendment:
AYES: Gregory, Jamian, KowaII, Long, Melton, Middleton, Molnar, Moss, Nash, Palmer,
Patterson, Potter, Rogers, Scott, Suarez, Wilson, Woodward, Zack, Bullard, Coulter, Crawford,
Douglas, Gershenson. (23)
NAYS: None. (0)
A sufficient majority having voted in favor, the amendment carried.
Moved by Wilson supported by Coulter the resolution, as amended, be adopted.
Vote on resolution, as amended:
AYES: Jamian, KowaII, Long, Melton, Middleton, Molnar, Moss, Nash, Palmer, Patterson, Potter,
Rogers, Scott, Suarez, Wilson, Woodward, Zack, Bullard, Coulter, Crawford, Douglas,
Gershenson, Gregory. (23)
NAYS: None. (0)
A sufficient majority having voted in favor, the resolution, as amended, was adopted.
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
I, Ruth Johnson, 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 October 27, 2005,
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 27th day of October, 2005.
Ruth Johnson, County Clerk
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