HomeMy WebLinkAboutResolutions - 2006.01.19 - 28143MISCELLANEOUS RESOLUTION #06 007 January 19, 2006
BY: General Government Committee, William R. Patterson, Chairperson
IN RE: DEPARTMENT OF INFORMATION TECHNOLOGY — APPROVAL OF WIRELESS OAKLAND
INTERLOCAL AGREEMENT
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
WHEREAS the goal of the Wireless Oakland initiative is to blanket the County's 910 square miles
with wireless internet service and provide free high speed Internet access to every resident, business and
visitor in the County; and
WHEREAS the Wireless Oakland initiative will enhance the County's ability to attract and retain
high-tech businesses; and
WHEREAS the Wireless Oakland initiative will enhance the residential character of the County's
local communities and further distinguish Oakland County as a great place to live, work and play; and
WHEREAS the Wireless Oakland initiative will not use public tax dollars and grant monies to
subsidize the wireless internet service; and
WHEREAS the Oakland County Board of Commissioners approved Miscellaneous Resolution
#05121 supporting the VVireless Oakland initiative; and
WHEREAS approximately thirty local communities applied to be Wireless Oakland pilot
communities; and
WHEREAS the communities of Troy, Royal Oak, Wixom, Madison Heights, Pontiac, Birmingham,
and Oak Park were selected to be Wireless Oakland pilot communities; and
WHEREAS to properly implement and operate the Wireless Oakland initiative in the pilot
communities, the County needs to enter into the attached Wireless Oakland Agreement ("Wireless
Oakland Agreement") to delineate the relationship and responsibilities between the Parties; and
WHEREAS the Departments of Information Technology and Corporation Counsel have prepared
the attached documents, and legal representation from the Wireless Oakland pilot communities have
reviewed and approved the contents of the Wireless Oakland Agreement; and
WHEREAS the attached documents will become standard agreements with the County's
remaining local communities as the Wireless Oakland initiative expands beyond the pilot communities;
and
WHEREAS it is the recommendation of the Department of Information Technology that the
Oakland County Board of Commissioners accept and approve the attached Agreement.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners hereby
approves and authorizes the attached Wireless Oakland Agreement to govern the relationship and
responsibilities between the County and the local communities.
BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners hereby directs its
Chairperson or his designee to execute the attached Wireless Oakland Agreement between the County and
the following communities: Troy, Royal Oak, Wixom, Madison Heights, Pontiac, Birmingham, and Oak Park.
Chairperson, on behalf of the General Government Committee : I move the adoption of the
foregoing resolution.
GENERAL GOVERNMENT COMMITTEE i.
171/::itin Poi7trt
General Government Committee Vote:
Motion carried unanimously on a roll call vote.
WIRELESS OAKLAND AGREEMENT
BETWEEN
OAKLAND COUNTY
AND
[NAME OF MUNICIPALITY]
This Agreement ("the Agreement") is made between Oakland County, a Constitutional and
Municipal Corporation, 1200 North Telegraph, Pontiac, Michigan 48341 ("County"), and the
[Name and Address of Municipality] ("Municipality"). In this Agreement the County and the
Municipality may also be referred to individually as "Party" or jointly as "Parties."
PURPOSE OF AGREEMENT. Pursuant to the Urban Cooperation Act of 1967, 1967 PA 7,
MCL 124.501, et seq., the County and the Municipality enter into this Agreement for the purpose
of delineating the relationship and responsibilities between the County and the Municipality
regarding the Wireless Oakland Initiative. The Wireless Oakland Initiative has the following
three goals: (1) Blanket the County with wireless internet service; (2) Address the County's
"digital-divide" and provide low-cost or no-cost personal computers and technology training to
underserved population groups; and (3) Develop a Telecommunication and Technology Planning
Toolkit to support continued high-tech investments in local government and promote integration
of those investments with local community character and quality of life. Citizens, business
entities, and governmental entities will all benefit from this wireless internet service. The
citizens of the County will be more prepared to fill high-tech jobs; business entities will be better
prepared to compete in the global market; and governmental entities, including Oakland County
and the Municipality, will realize increased efficiencies when providing services to their citizens.
Neither the County nor the Municipality will own or operate the wireless internet service.
Instead, the County will collect and pool public assets located throughout the County to license
to the owner/operator of the wireless internet service in exchange for free wireless internet access
at a certain bandwidth. The County will license the use of the collected assets to the
owner/operator on a non-exclusive, non-interfering basis. The owner/operator shall not have any
permanent or exclusive rights to these public assets.
In consideration of the mutual promises, obligations, representations, and assurances in this
Agreement, the Parties agree to the following:
1. DEFINITIONS. The following words and expressions used throughout this Agreement,
whether used in the singular or plural, within or without quotation marks, or possessive or
nonpossessive, shall be defined, read, and interpreted as follows.
1.1. Agreement means the terms and conditions of this Agreement, the Exhibits attached
hereto, and any other mutually agreed to written and executed modification,
amendment, or addendum.
Pagel
INTERLOCAL AGREEMENT--FINAL
1.2. Claim means any alleged loss, claim, complaint, demand for relief or damages, cause
of action, proceeding, judgment, deficiency, liability, penalty, fine, litigation, costs,
and/or expenses, including, but not limited to, reimbursement for attorney fees,
witness fees, court costs, investigation expenses, litigation expenses, and amounts
paid in settlement, which are imposed on, incurred by, or asserted against the County
or Municipality, as defined herein, whether such Claim is brought in law or equity,
tort, contract, or otherwise.
1.3. Contract means the contract between the County and Contractor and all the properly
promulgated amendments. The Contract is attached as Exhibit D.
1.4. Contractor means the entity selected by the County to install, implement, operate,
and maintain the wireless interne service.
1.5. County means Oakland County, a Municipal and Constitutional Corporation
including, but not limited to, all of 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.
1.6. Day means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m.
1.7. Default means a Party's failure to perform any obligation contained in this
Agreement or if the wireless internet service offered pursuant to the Wireless Oakland
Initiative ceases to exist.
1.8. Municipality means the , a Municipal and Constitutional Corporation
including, but not limited to, its Council, Board, any and all of its departments, its
divisions, elected and appointed officials, directors, board members, council
members, commissioners, authorities, committees, employees, agents, subcontractors,
attorneys, volunteers, and/or any such persons' successors.
1.9. Public Asset(s) means any real or personal property including but not limited to
structures, facilities, antennae, and/or land, owned by the Municipality,
1.10. Wireless Oakland Advisory Board means the Board that provides advice,
recommendations, and suggestions regarding the installation, operation, management,
and maintenance of the wireless intemet service.
1.11. Wireless Oakland Initiative means the wireless intemet service (as fully described
in the Contract) that will blanket all of Oakland County and that will be provided,
owned, and operated by the Contractor.
2. AGREEMENT EXHIBITS. The Exhibits listed below and their properly promulgated
amendments are incorporated and are part of this Agreement.
2.1. Exhibit A — Municipal Pilot Application
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INTERLOCAL AGREEMENT--FINAL
'
2.2. Exhibit B — Public Asset License Agreement
2.3. Exhibit C - Wireless Oakland Advisory Board
2.4. Exhibit D — Contract between the County and Contractor
3. COUNTY RESPONSIBILITIES.
3.1. The County, specifically the County Executive or his designee, is authorized to
execute the License Agreement, attached as Exhibit B to this Agreement, on behalf of
the Municipality with the Contractor for use of Public Assets to be utilized for the
wireless interne service.
3.2. All Public Assets identified by the Municipality in Exhibit A are approved by the
Municipality for licensing by the County to the Contractor pursuant to this
Agreement. All or some of the Public Assets may be utilized on an as needed basis.
Prior to executing the License Agreement(s) for each individual Public Asset to be
utilized, the County shall present the Municipality with a map identifying the specific
Public Assets to be used and licensed and the Municipality shall handle approval or
disapproval of such requests in accordance with its administrative procedures.
3.3. The County shall not request the construction of new towers or underground facilities
through this Agreement.
3.4. The County shall receive no money, revenue, or in-kind services generated from or
associated with the wireless intemet service.
3.5. The County shall designate an individual, who works for the County, to be a point of
contact and information regarding this Agreement and the Wireless Oakland
Initiative. The County shall ensure that the Contractor designates an individual, who
works for the Contractor, to be a point of contact and information regarding the
Wireless Oakland Initiative.
4. MUNICIPALITY RESPONSIBILITIES.
4.1. The Municipality shall use its best efforts to assist with the installation and
implementation of the wireless intemet service, including, but not limited to, waiving
any local/municipal permit fees or other fees or local/ municipality costs associated
with the installation, implementation, operation, and/or maintenance of the wireless
intemet service and providing space to locate the wireless equipment at no cost.
4.2. The Municipality shall provide an individual and an alternate to sit as a member of
the Wireless Oakland Advisory Board.
4.3. There shall be no costs (including, but not limited to, all electrical costs associated
with installation and operation of the wireless equipment for wireless intemet service)
to the Municipality stemming from this Agreement, unless otherwise agreed to in
writing by the Municipality.
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INTERLOCAL AGREEMENT--FINAL
4.4. The Municipality shall receive no money, revenue, or in-kind services generated from
or associated with the wireless internet service.
4.5. The Municipality shall designate an individual, who works for the Municipality, to be
a point of contact and information regarding this Agreement and the Wireless
Oakland Initiative.
5. WIRELESS OAKLAND ADVISORY BOARD RESPONSIBILITIES.
5.1. The Wireless Oakland Advisory Board shall provide advice, recommendations, and
suggestions regarding the installation, operation, management, and maintenance of
the wireless internet service.
5.2. The structure, organization, and responsibilities of the Wireless Oakland Advisory
Board are set forth in Exhibit C.
6. CONTRACTOR RESPONSIBILITIES.
6.1. Except as otherwise provided in this Agreement. the installation, implementation,
operation, and maintenance of the wireless internet service shall be at the sole cost,
expense, and risk of the Contractor.
7. DURATION OF INTERLOCAL AGREEMENT.
7.1. The Agreement and any amendments hereto shall be effective when executed by both
Parties with concurrent resolutions passed by the governing bodies of each Party.
The approval and terms of this Agreement and any amendments hereto shall be
entered in the official minutes of the governing bodies of each Party.
7.2. Unless extended by mutual, written agreement by both Parties, this Agreement shall
remain in effect for six (6) years from the date the Agreement is completely executed
by both Parties or until cancelled or terminated by either Party pursuant to Section 9.
8. ASSURANCES.
8.1. Except as provided in Exhibit B, each Party shall be responsible for its own acts and
the acts of its employees, and agents, the costs associated with those acts, and the
defense of those acts.
8.2. The Parties have taken all actions and secured all approvals necessary to authorize
and complete this Agreement. The persons signing this Agreement on behalf of each
Party have legal authority to sign this Agreement and bind the Parties to the terms and
conditions contained herein.
8.3. Each Party shall comply with all federal, state. and local ordinances, regulations,
administrative rules, and requirements applicable to its activities performed under this
Agreement, including but not limited to, all FCC rules and regulations.
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INTERLOCAL AGREEMENT--FINAL
9. TERMINATION OR CANCELLATION OF AGREEMENT. The Municipality or the
County may terminate or cancel this Agreement upon sixty (60) days written notice, if the
other Party Defaults in any obligation contained in this Agreement and within the sixty (60)
day notice period the Party failed to cure such Default or failed to take a course of action to
cure such Default. The effective date of termination and/or cancellation and the specific
Default shall be clearly stated in the written notice. If this Agreement is terminated and/or
cancelled, the existing License Agreements executed pursuant to this Agreement shall still be
valid.
10. NO THIRD PARTY BENEFICIARIES. Except as provided for the benefit of the Parties
and subject to Exhibit B, 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.
11. DISCRIMINATION. The Parties shall not discriminate against their employees, agents,
applicants for employment, or another persons or entities with respect to hire, tenure, terms,
conditions, and privileges of employment, or any matter directly or indirectly related to
employment in violation of any federal, state or local law.
12. PERMITS AND LICENSES. Except as otherwise agreed to by the Parties, or provided for
in this Agreement, the Contractor shall be responsible for obtaining and maintaining,
throughout the term of this Agreement, all licenses, permits, certificates, and governmental
authorizations necessary to install, own, operate, manage, and maintain the wireless intemet
service.
13. RESERVATION OF RIGHTS. This Agreement does not, and is not intended to waive,
impair, divest, delegate, or contravene any constitutional, statutory, and/or other legal right,
privilege, power, obligation, duty, or immunity of the Parties.
14. DELEGATION/SUBCONTRACT/ASSIGNMENT. Neither Party shall delegate,
subcontract, and/or assign any obligations or rights under this Agreement without the prior
written consent of the other Party.
15. NO IMPLIED WAIVER. Absent a written waiver, no act, failure, or delay by a Party to
pursue or enforce any rights or remedies under this Agreement shall constitute a waiver of
those rights with regard to any existing or subsequent breach of this Agreement. No waiver
of any term, condition, or provision of this Agreement, whether by conduct or otherwise, in
one or more instances, shall be deemed or construed as a continuing waiver of any term,
condition, or provision of this Agreement. No waiver by either Party shall subsequently
affect its right to require strict performance of this Agreement.
16. SEVERABILITY. If a court of competent jurisdiction finds a term, or condition, of this
Agreement to be illegal or invalid, then the term, or condition, shall be deemed severed from
this Agreement. All other terms, conditions, and provisions of this Agreement shall remain
in full force.
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INTERLOCAL AGREEMENT--FINAL
17. CAPTIONS. The section and subsection numbers, captions, and any index to such sections
and subsections contained in this Agreement are intended for the convenience of the reader
and are not intended to have any substantive meaning. The numbers, captions, and indexes
shall not be interpreted or be considered as part of this Agreement. Any use of the singular
or plural number, any reference to the male, female, or neuter genders, and any possessive or
nonpossessive use in this Agreement shall be deemed the appropriate plurality, gender or
possession as the context requires.
18. NOTICES. Notices given under this Agreement shall be in writing and shall be personally
delivered, sent by express delivery service, certified mail, or first class U.S. mail postage
prepaid, and addressed to the person listed below. Notice will be deemed given on the date
when one of the following first occur: (1) the date of actual receipt; (2) the next business day
when notice is sent express delivery service or personal delivery; or (3) three days after
mailing first class or certified U.S. mail.
18.1. If Notice is sent to the County, it shall be addressed and sent to: Oakland County
Department of Information Technology, Director, 1200 North Telegraph Road,
Building #49 West, Pontiac, Michigan, 48341 and Chairperson of the Oakland
County Board of Commissioners, 1200 North Telegraph, Pontiac, Michigan 48341.
18.2. If Notice is sent to the Municipality, it shall be addressed to:
18.3. Either Party may change the address and/or individual to which Notice is sent by
notifying the other Party in writing of the change.
19. DISPUTE RESOLUTION. All disputes arising under or relating to the execution,
interpretation, performance, or nonperformance of this Agreement involving or affecting the
Parties may first be submitted to the individuals listed in Section 18 for possible resolution.
The individuals shall promptly meet and confer in an effort to resolve such dispute. If the
individuals cannot resolve the dispute in five (5) 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. If such dispute can not be
resolved, the Parties may exercise their remedies at law and/or equity.
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. AGREEMENT MODIFICATIONS OR AMENDMENTS. Any modifications,
amendments, recessions, waivers, or releases to this Agreement must be in writing and
agreed to by both Parties.
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INTERLOCAL AGREEMENT--FINAL
22. ENTIRE AGREEMENT. This Agreement represents the entire agreement and
understanding between the Parties. This Agreement supersedes all other oral or written
agreements between the Parties. The language of this Agreement shall be construed as a
whole according to its fair meaning, and not construed strictly for or against any Party.
IN WITNESS WHEREOF, hereby acknowledges that he/she has been
authorized by a resolution of the , a certified copy of which is attached, to
execute this Agreement on behalf of the Municipality and hereby accepts and binds the
Municipality to the terms and conditions of this Agreement.
EXECUTED: DATE:
WITNESSED: DATE:
IN WITNESS WHEREOF, Bill Bullard, Jr., Chairperson, Oakland County Board of
Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland
County Board of Commissioners, a certified copy of which is attached, to execute this
Agreement on behalf of the Oakland County, and hereby accepts and binds the Oakland County
to the terms and conditions of this Agreement.
EXECUTED: DATE:
Bill Bullard, Jr., Chairperson
Oakland County Board of Commissioners
WITNESSED: DATE:
Ruth Johnson, Clerk/Register of Deeds
County of Oakland
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INTERLOCAL AGREEMENT—FINAL
Exhibit B
Public Assets License Agreement
This License Agreement ("License") is made day of , 200 between the County of
Oakland, a Michigan Constitutional Corporation, located at 1200 North Telegraph Road,
Pontiac, Michigan 48341 ("County"), on behalf and as an agent of [insert name and address of
Municipality' ("Municipality") and Michtel Communications, LLC, located at 10 West Huron,
Pontiac, Michigan 48342 ("Licensee").
The Parties agree to the following terms and conditions:
1. Definitions. The following words and expressions used throughout this License, whether
used in the singular or plural, within or without quotation marks, or possessive or non-
possessive, shall be defined, read, and interpreted as follows:
1.1. Agreement means the terms and conditions of this License, the Attachments attached
hereto, and any other mutually agreed to written and executed modification,
amendment, or addendum.
1.2. Claim means any alleged loss, claim, complaint, demand for relief or damages, cause
of action, proceeding, judgment, deficiency, liability, penalty, fine, litigation, costs,
and/or expenses, including, but not limited to, reimbursement for attorney fees,
witness fees, court costs, investigation expenses, litigation expenses, and amounts
paid in settlement, which are imposed on, incurred by, or asserted against the County
or Municipality, as defined herein, whether such Claim is brought in law or equity,
tort, contract, or otherwise.
1.3. Contract means the contract between the County and Licensee and all the properly
promulgated amendments.
1.4. County means Oakland County, a Municipal and Constitutional Corporation
including, but not limited to, all of 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.
1.5. Day means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m.
1.6. Equipment means the access points or their equivalents used to operate the wireless
interne service and that will be placed on the Public Assets.
1.7. Licensee means Michtel Communications, LLC, 10 West Huron, Pontiac, Michigan
48342, and all employees, subcontractors, and agents of Licensee.
1.8. Municipality means the , a Municipal and Constitutional Corporation
including, but not limited to, its Council, Board, any and all of its departments, its
divisions, elected and appointed officials, directors, board members, council
members, commissioners, authorities, committees, employees, agents, subcontractors,
attorneys, volunteers, and/or any such persons' successors.
INTERLOCAL AGREEMENT--FINAL
Exhibit B--Public Assets License Agreement
Page 1
1.9. Public Assets means the real or personal property owned by the Municipality and
identified as Public Assets in Exhibit A of the Agreement and Section 3.2 of the
Agreement.
1.10. Wireless Oakland Initiative means the wireless internet service that will blanket all
of Oakland County which will be provided, owned, and operated by a contractor
selected by Oakland County.
2. Grant of License. The County, on behalf of and as an agent of the Municipality, grants a
non-exclusive license to use the Public Asset solely for the purposes set forth in this
License.
3. Term. The term of this License shall be until the earlier of the following:
3.1. December 31, 2012; or
3.2. When the Equipment has not been used to provide wireless interne service by
Licensee for a period of ninety (90) consecutive Days; or
3.3. When Licensee, at its election and with or without cause, delivers written notice of
termination to County at least one-hundred and eighty (180) Days prior of the date of
such termination;
3.4. Upon either Licensee or the County giving written notice to the other of the
occurrence or existence of a default by the other Party under the License or the
Contract and the defaulting Party fails to cure, or commence good faith efforts to
cure, such default within sixty (60) Days after delivery of such notice: or
3.5. Unless the County grants a written extension, one year from the effective date of this
License if Licensee has not started the construction and installation of the Equipment
and two (2) years from the effective date of this License, if by such time construction
and installation of the Equipment is not complete.
4. Use.
4.1. Licensee shall use the license provided under this License for providing wireless
interne service as more fully described in the Contract.
4.2. Licensee and its Equipment may not unduly burden or interfere with the present or
future use of the Public Asset. Except as otherwise provided by law, the Municipality
may not unduly burden or interfere with or authorize third parties to unduly burden or
interfere with Licensee's Equipment. Licensee's Equipment shall not endanger or injure
persons or property in or about the Public Asset. If the County or Municipality
reasonably determine that any portion of the Equipment constitutes an undue burden or
interference, due to changed circumstances, Licensee, at its sole expense, will modify
the Equipment or take such other actions as the County or Municipality may determine
is in the public interest to remove or alleviate the burden, and Licensee will do so within
a reasonable time period.
4.1 Restoration of Public Asset. Licensee will immediately, subject to seasonal work
restrictions, restore, at Licensee's sole expense, in a manner approved by the
Municipality, any portion of the Public Asset that is in any way disturbed, damaged,
or injured by the construction, installation, operation, maintenance or removal of the
INTERLOCAL AGREEMENT--FINAL
Exhibit B--Public Assets License Agreement
Page 2
Equipment to a reasonably equivalent, or at Licensee's option, a better condition. In
the event that Licensee fails to make such repair within a reasonable time, the
Municipality may make the repair and Licensee will pay the costs the Municipality
incurs for such repair.
4.4. Removal of Equipment. Within ninety (90) Days of termination of this License,
Licensee shall remove all Equipment on the Public Asset and restore the Public Asset
according to Section 4.3. In the event, Licensee fails to remove the Equipment within
the ninety (90) day period, the Municipality may remove such Equipment and Licensee
shall pay all costs, to the Municipality associated with the removal.
4.5. Marking. Licensee will mark the Equipment pursuant to the Municipality's
requirements, including but not limited to, ordinances, rules, regulations, and policies.
The Licensee will use its best efforts to have the Equipment blend in with the
surroundings and minimize visibility of the Equipment.
4.6. Tree Trimming. Licensee may trim trees upon and overhanging the Public Asset to
prevent the branches of such trees from coming into contact with the Equipment,
consistent with any standards adopted by the Municipality. Licensee will dispose of
all trimmed materials at its sole cost and expense. Licensee will minimize the
trimming of trees to that essential to maintain the integrity of the Equipment. Except
in emergencies, all trimming of trees on the Public Asset must have advanced
approval of Municipality.
4.7. Installation and Maintenance. The construction, installation, and maintenance of the
Equipment shall only be performed pursuant to permit plans approved by the
Municipality, prior to such construction, installation or maintenance. Licensee will
install and maintain the Equipment in a safe condition. Licensee may perform
maintenance on the Equipment without prior approval of the Municipality, if
Licensee obtains any permits required by the Municipality for any maintenance,
which would disturb or block vehicular traffic or is otherwise required by the
Municipality.
4.8. Relocation. If Municipality or County requests Licensee to relocate, protect, support,
disconnect, or remove its Equipment because of street or utility work, or other public
projects, Licensee will relocate, protect, support, disconnect, or remove its
Equipment, at its sole cost and expense, for the duration of the work or project. The
work shall be completed within a reasonable time.
4.9. Public Emergency. The Municipality or County has the right to sever, disrupt, or
otherwise destroy the Equipment of Licensee if such action is necessary because of a
public emergency. If reasonable to do so under the circumstances, the Municipality will
attempt to provide notice to Licensee. Public emergencies are any condition, which
poses an immediate threat to life, health, or property caused by any natural or man-made
disaster, including, but not limited to, storms, floods, fire, accidents, explosions, water
main breaks, hazardous material spills, terrorism, etc. Licensee is responsible for repair,
at its sole cost and expense, of any of its Equipment damaged pursuant to any such
action taken by the Municipality or County under this Section.
INTERLOCAL AGREEMENT--FINAL
Exhibit B--Public Assets License Agreement
Page 3
4.10. Access. The Municipality may impose certain reasonable restrictions on the access to
the Public Assets in accordance with ordinances, customs, rules, or regulations of the
Municipality,
5. General Terms.
51 Compliance with Laws. Licensee must comply with all laws, statutes, ordinances,
rules, policies, and regulations (including but not limited to tax statutes) regarding the
construction, installation, and maintenance of its Equipment, whether federal, state or
local, now in force or which may be promulgated. Before any installation is
commenced, Licensee must secure all necessary permits, licenses and approvals from
Municipality or other governmental entity as may be required by law. Licensee must
comply in all respects with applicable codes and industry standards, including but not
limited to the National Electrical Safety Code (latest edition adopted by Michigan
Public Service Commission) the National Electric Code (latest edition), and the
International Construction Code (latest edition).
5.2. Identification. All personnel of Licensee who have as part of their normal duties
contact with the public will wear on their clothing a clearly visible identification card
bearing Licensee's name, their name and photograph. Licensee will account for all
identification cards at all times. Every service vehicle of Licensee will be clearly
identified as such to the public, for example, a magnetic sign with Licensee's name
and telephone number.
5.3. Indemnification.
5.3.1. Indemnity. Licensee shall release, defend, indemnify, protect, and hold
harmless the County and Municipality from any and all Claims arising out of
or resulting from the acts or omissions of Licensee, or anyone claiming by or
through them.
5.3.2. Notice, Cooperation, The Municipality or the County will notify Licensee
promptly in writing of any Claim. Municipality or County will cooperate with
Licensee in every reasonable way with respect to the defense of any such
Claim.
5.3.3. Settlement. Municipality or County will not settle any Claim subject to
indemnification without the advance written consent of Licensee, which
consent may not unreasonably be withheld. Licensee has the right to defend
or settle, at its own expense, any Claim against Municipality or County for
which Licensee is responsible.
5.4. Insurance.
5.4.1. Coverage Required. Licensee must obtain all insurance as set forth below and
file certificates evidencing it with the Municipality and the County. Such
insurance must be maintained in full force and effect until the end of the
Term.
• Commercial general liability insurance, including products and completed
operations liability, independent contractors liability, contractual liability
coverage, railroad protective coverage and coverage for property damage
INTERLOCAL AGREEMENT--FINAL
Exhibit B--Public Assets License Agreement
Page 4
from perils of explosion, collapse or damage to underground utilities,
commonly known as XCU coverage, in an amount not less than
$5,000,000.00.
• Liability insurance for sudden and accidental environmental
contamination with minimum limits of $1,000,000.00 and providing
coverage for claims discovered within three (3) years after the term of the
policy.
• Automobile liability insurance including automobile no-fault and hired
and non-hired automobiles in an amount not less than $5,000,000.00.
• Workers' compensation insurance with statutory limits, employer's
liability insurance with $1,000,000.00 limits, and any applicable Federal
insurance of a similar nature.
• The coverage amounts set forth above may be met by a combination of
underlying or primary and umbrella policies so long as in combination the
limits equal or exceed those stated. If more than one insurance policy is
purchased to provide the coverage amounts set forth above, then all
policies providing coverage limits excess to the primary policy must
provide drop down coverage to the first dollar of coverage and other
contractual obligations of the primary policy, should the primary policy
carrier not be able to perform any of its contractual obligations or not be
collectible for any of its coverage for any reason during the Term, or,
when longer, for as long as coverage could have been available pursuant
to the terms and conditions of the primary policy.
• Prior to execution of the License by the County, Licensee shall provide
evidence of the insurance coverage required herein; thereafter, Licensee
will annually provide the Municipality and the County with a certificate of
insurance evidencing such coverage.
• All insurance policies, other than environmental contamination, will be
written on an occurrence basis and not on a claims-made basis and the
insurance policies shall contain a general aggregate per project.
5.4.2. Additional Insured. The Municipality and the County shall be named as an
additional insured on all policies other than worker's compensation and
employer's liability. All insurance policies will provide that they may not be
canceled, materially changed or not renewed unless the insurance carrier
provides sixty (60) Days prior written notice to the County.
5.4.3. Qualified Insurers. All insurance will be issued by insurance carriers licensed
to do business by the State of Michigan or by surplus line carriers on the
Michigan Insurance Commission approved list of companies qualified to do
INTERLOCAL AGREEMENT—FINAL
Exhibit B--Public Assets License Agreement
Page 5
business in Michigan. All insurance and surplus line carriers will be rated A+
or better by A.M. Best Licensee.
5.4.4. Deductibles. The insurance policies required by this section shall not have
deductibles in excess of $50,000. Licensee will indemnify and save harmless
the Municipality or County from and against the payment of any deductible
and from the payment of any premium on any insurance policy required to be
furnished.
5.4.5. Contractors. Licensee's contractors and subcontractors working on the Public
Asset will carry in full force and effect all insurance coverages required by
this License. In the alternative, Licensee, at its expense, may provide such
coverage for any or all its contractors or subcontractors by adding them to
Licensee's policies.
5.4.6. Insurance Primary. Licensee's insurance coverage shall be primary and non-
contributory over any other valid insurance or self-insurance carried by either the
Municipality or the County.
5.4.7. Subrogation. The Licensee's insurance policies providing coverage for real
and/or personal property shall contain a waiver of subrogation by which the
insurance carrier waives all of such carrier's rights to proceed against the County
and/or the Municipality. Licensee releases the County and the Municipality
from any claims by them or anyone claiming through or under them by way of
subrogation for damage caused by or resulting from risks insured under any
insurance policy carried by Licensee.
5.5. Fees/Costs. Licensee is still subject to all municipal construction permitting
requirements (including but not limited to fees and costs), unless such fees or costs
are waived by the Municipality.
5.6. Assignment. Licensee shall not assign the License, unless prior written approval is
received from the County and the Municipality.
5.7. Notices.
5.7.1. Notices. All notices under this License must be given as follows:
• If to Municipality:
• If to County:
• If to Licensee:
5.7.2. Change of Address. Licensee and Municipality or County may change its
address or personnel for the receipt of notices at any time by giving notice to
the other as set forth above.
5.8. Bond. Licensee shall supply a bond payable to the Municipality and the County which
shall be executed by a corporation authorized to contract as a surety in the State of
Michigan and which is on the United States Treasury list. The amount of the bond shall
be $100,000.00 and shall ensure the performance of all requirements of this License.
Prior to execution of the License by the County, Licensee shall provide evidence of
INTERLOCAL AGREEMENT--FINAL
Exhibit B--Public Assets License Agreement
Page 6
the bond required herein. This bond shall be renewed annually and the amount of the
bond shall be reviewed annually by the County and Licensee to determine if the
amount should be increased or decreased based upon the number of Public Assets
utilized. Evidence of such bond shall be provided to the County and the Municipality
upon request. The bond shall provide that it may not be canceled, materially changed
or not renewed unless the corporation provides sixty (60) Days prior written notice to
the County.
5.9. Interpretation and Severability. The provisions of this License are liberally construed
to protect and preserve the peace, health, safety and welfare of the public, and should
any provision of this License be held unconstitutional, invalid, overbroad or
otherwise unenforceable, such holding may not be construed as affecting the validity
of any of the remaining conditions of this License. If any provision in this License is
found to be partially overbroad, unenforceable, or invalid, Licensee and County may
nevertheless enforce such provision to the extent permitted under applicable law.
5.10. Governing Law. This License is governed by the laws of the State of Michigan.
5.11. Discrimination. The Licensee shall not discriminate against their employees, agents,
applicants for employment, or another persons or entities with respect to hire, tenure,
terms, conditions, and privileges of employment, or any matter directly or indirectly
related to employment in violation of any federal, state or local law.
5.12. Reservation of Rights. This License does not, and is not intended to waive, impair,
divest, delegate, or contravene any constitutional, statutory, and/or other legal right,
privilege, power, obligation, duty, or immunity of the Municipality or the County.
5.13. 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 License shall constitute a waiver
of those rights with regard to any existing or subsequent breach of this License. No
waiver of any term, condition, or provision of this License, 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 License. No waiver by either Party
shall subsequently affect its right to require strict performance of this License.
5.14. Captions. The section and subsection numbers, captions, and any index to such
sections and subsections contained in this License 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 License.
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 License shall be deemed the
appropriate plurality, gender or possession as the context requires.
5.15. Modifications or Amendments. Any modifications, amendments, recessions,
waivers, or releases to this License must be in writing and agreed to by both Parties.
5.16. Entire Agreement. This License represents the entire agreement and understanding
between the Parties. This License supersedes all other oral or written agreements
between the Parties. The language of this License shall be construed as a whole
according to its fair meaning, and not construed strictly for or against any Party.
INTERLOCAL AGREEMENT--FINAL
Exhibit B--Public Assets License Agreement
Page 7
N WITNESS WHEREOF, acknowledges that he/she has been authorized to
execute this License on behalf of Licensee and hereby accepts and binds Licensee to the terms
and conditions of this License.
EXECUTED: DATE:
WITNESSED: DATE:
IN WITNESS WHEREOF, acknowledges that he has been
authorized to execute this License on behalf of Oakland County, and hereby accepts and binds
Oakland County to the terms and conditions of this License.
EXECUTED: DATE:
WITNESSED: DATE:
INTERLOCAL AGREEMENT--FINAL
Exhibit B--Public Assets License Agreement
Page 8
Exhibit C
Wireless Oakland Advisory Board
1. The purpose of the Wireless Oakland Advisory Board shall be to:
a. Provide advice, recommendations, and suggestions regarding the installation,
operation, management, and maintenance of the wireless intemet service and the
captive portal; and
b. Create, regularly review, and amend, when necessary, the Wireless Oakland Advisory
Board Bylaws.
2. The Wireless Oakland Advisory Board shall consist of the following persons:
a. The Oakland County Chief Information Officer or similar position at the County, if
there is no Chief Information Officer, who shall be the chairperson of the Wireless
Oakland Advisory Board;
b. A representative from the owner/operator of the wireless intemet service;
c. A representative from Automation Alley;
d. A representative from a university, college, or community college in Oakland
County;
e. A representative from a K-12 educational institution;
f. Seven individuals representing cities, villages, and townships in Oakland County;
g. Five representatives from private business;
h. Three representatives from the Oakland County Board of Commissioners.
i. Two citizens appointed by the County Executive; and
j. A representative from the Road Commission for Oakland County.
3. The members of the first/initial Wireless Oakland Advisory Board shall be selected and
appointed by the Oakland County Executive except for the representatives from the
cities, villages, and townships which shall be selected and appointed to the first/initial
Wireless Oakland Advisory Board by the seven pilot municipalities. When subsequent
vacancies occur or membership terms expire, new members shall be appointed pursuant
to the Wireless Oakland Advisory Board Bylaws.
INTERLOCAL AGREEMENT-FINAL
Exhibit C
4. The Wireless Oakland Advisory Board shall meet at least quarterly. Proper notice of the
meetings shall be sent to all members at least seven (7) calendar days before the meeting
is scheduled.
INTERLOCAL AGREEMENT-FINAL
Exhibit C
Resolution #06007 January 19, 2006
Moved by Long supported by Coleman the resolutions on the Consent Agenda, as amended, be adopted
(with accompanying reports being accepted).
AYES: Crawford, Douglas, Gershenson, Gregory, Hatchett, Jamian, KowaII, Long, Melton,
Middleton, Molnar, Moss, Nash, Palmer, Patterson, Potter, Rogers, Scott, Suarez, Wilson,
Woodward, Zack, Bullard, Coleman, Coulter. (25)
NAYS: None. (0)
A sufficient majority having voted in favor, the resolutions on the Consent Agenda, as amended, were
adopted (with accompanying reports being accepted).
•"•-•
I WREN APPROVE THE FOREGOING ONION
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 January 19, 2006,
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 19th day of January, 2006.
,* A on, County Clerk