HomeMy WebLinkAboutResolutions - 2006.05.25 - 28254MISCELLANEOUS RESOLUTION #06 107 May 25, 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 Wireless Oakland initiative; and
WHEREAS the Oakland County Board of Commissioners approved Miscellaneous Resolution #06007
which granted approval of the Wireless Oakland Interlocal Agreement for the pilot communities of Troy,
Royal Oak, Wixom, Madison Heights, Pontiac, Birmingham, and Oak Park; and
WHEREAS to properly implement and operate the Wireless Oakland initiative in the remaining
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 and
reviewed the attached documents; and
WHEREAS the attached documents will be standard agreements with the County's remaining local
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 remaining communities within the County; and
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 remaining communities within the County.
Chairperson, on behalf of the General Government Committee, I move the adoption of the foregoing
resolution.
GENEXVI:tple14-AllitT,TJE
Copy of Wireless Oakland Agreement, Exhibit A — Public AWets License Agreement, Exhibit B - Wireless
Oakland Advisory Board, and Exhibit C — Contract between the County and the Contractor are attached.
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 intemet 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 intemet 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 intemet service.
Instead, the County will collect and pool public assets located throughout the County to license
to the owner/operator of the wireless intemet 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
PHASE II- 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 C.
1.4. Contractor means the entity selected by the County to install, implement, operate,
and maintain the wireless internet 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 interne 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 internet 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 — Public Asset License Agreement
Page 2
PHASE II- INTERLOCAL AGREEMENT—FINAL
2.2. Exhibit B - Wireless Oakland Advisory Board
2.3. Exhibit C — Contract between the County and Contractor
COUNTY RESPONSIBILITIES.
3.1. The Municipality shall provide the County with a list and corresponding map of
Public Assets that can be utilized for the Wireless Oakland Initiative.
3.2. The County, specifically the County Executive or his designee, is authorized to
execute the License Agreement, attached as Exhibit A to this Agreement, on behalf of
the Municipality with the Contractor for use of Public Assets identified in the list
from the municipality to be utilized for the wireless intemet service.
3.3. 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.
3.4. The County shall not request the construction of new towers or underground facilities
through this Agreement.
3.5. The County shall receive no money, revenue, or in-kind services generated from or
associated with the wireless intemet service.
3.6. 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 internet 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
internet service and providing space to locate the wireless equipment at no cost.
4.2. There shall be no costs (including, but not limited to, all electrical costs associated
with installation and operation of the wireless equipment for wireless internet service)
to the Municipality stemming from this Agreement, unless otherwise agreed to in
writing by the Municipality.
4.3. The Municipality shall receive no money, revenue, or in-kind services generated from
or associated with the wireless internet service.
Page 3
PHASE II- INTERLOCAL AGREEMENT—FINAL
4.4. 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 intemet service.
5.2. The structure, organization, and responsibilities of the Wireless Oakland Advisory
Board are set forth in Exhibit B.
6. CONTRACTOR RESPONSIBILITIES.
6.1. Except as otherwise provided in this Agreement, the installation, implementation,
operation, and maintenance of the wireless intemet 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 A, 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.
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)
Page 4
PHASE II- INTERLOCAL AGREEMENT—FINAL
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 A, 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 interne
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.
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
Page 5
PHASE II- INTERLOCAL AGREEMENT—FINAL
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.
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.
Page 6
PHASE II- INTERLOCAL AGREEMENT—FINAL
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
Page 7
PHASE II- INTERLOCAL AGREEMENT--FINAL
Exhibit A
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 rinsert 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:
L 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
internet 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.
PHASE II - INTERLOCAL AGREEMENT—FINAL
Exhibit A--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 by the Municipality pursuant to Section 3.1 of the
Agreement.
1.10. Wireless Oakland Initiative means the wireless interne 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 internet 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.
4.3. 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
PHASE II - INTERLOCAL AGREEMENT—FINAL
Exhibit A--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.
PHASE II- INTERLOCAL AGREEMENT—FINAL
Exhibit A--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.
5.1. 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
PHASE II - INTERLOCAL AGREEMENT—FINAL
Exhibit A--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
PHASE II - INTERLOCAL AGREEMENT--FINAL
Exhibit A--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
PHASE II - INTERLOCAL AGREEMENT--FINAL
Exhibit A--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.
PHASE II - INTERLOCAL AGREEMENT--FINAL
Exhibit A--Public Assets License Agreement
Page 7
IN 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.
EXECUFED: DATE:
WITNESSED: DATE:
PHASE II - INTERLOCAL AGREEMENT--FINAL
Exhibit A--Public Assets License Agreement
Page 8
Exhibit B
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 interne 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 followings 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.
PHASE II- INTERLOCAL AGREEMENT—FINAL
Exhibit B
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.
PHASE II- LNTERLOCAL AGREEMENT—FINAL
Exhibit B
COAKLAND=
COUNTY MICHIGAN
L. BROOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION
OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET
PURCHASING DIVISION
CONTRACT NUMBER: #1192
Contract Expiration Date: 01/3112012
This Contract is made between the COUNTY OF OAKLAND, a Michigan Constitutional
Corporation, and MICHTEL COMMUNICATIONS, LLC, as further described in the following
Table. In this Contract, either Michtel or the County may also be referred to individually as a
"Party" or jointly as the "Parties".
COUNTY OF OAKLAND
1200 N. Telegraph Road
Pontiac, MI 48341-0047
(herein, the "County")
MICHTEL COMMUNICATIONS, LLC
Michigan Corporate I. D. No.
10 West Huron
Pontiac, MI 48341
(herein "Michtel")
INTRODUCTION
A. The purpose of this Contract is to blanket the County with a wireless interne service.
Citizens, business entities, and governmental entities will all benefit from this wireless
interne 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 other municipalities located in
Oakland County, will realize increased efficiencies when providing services to their
citizens. Michtel shall install, operate, manage, own, and maintain the wireless intemet
service. The County shall not be responsible for any costs or fees associated with the
installation, operation, management, ownership, andlor maintenance of the wireless
internet service.
On April 29, 2005, a Request for Qualifications (RFQ) was released seeking proposals
for Countywide wireless intemet service.
OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION-
CONTRACT NUMBER
Page 1
#1192.doc
. -
L. BROOKS PATTERS ON-COUNTY EXECUTTVE
OAKLAND? OAKLAND COUNTY
COUNTY MICHIGAN PURCHASING DIVISION
C.
On May 25, 2005, a pre-bid meeting was held for those entities interested in responding
to the RFQ, with proposals to the RFQ due on June 27, 2005.
D. On June 27, 2005, Michtel submitted a proposal to the RFQ.
E. Michtel was selected to provide the County-wide wireless internet service.
F. As more fully described in this Contract, Michtel shall own, install, operate, manage, and
maintain the wireless intemet service.
G. Michtel shall retain all revenue generated from and associated with the wireless internet
service.
H. The County shall receive no money, revenue, or in-kind services generated from or
associated with the wireless Internet service.
I. 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 EFF ELA.DND1VE TERMINATION_
SECTION 3. SCOPE OF WORK
SECTION 4. FINANCIAL RESPONSIBILITIES
SECTION 5. ASSURANCES AND WARRANTIES
SECTION 6. 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:
"Michtel Employee" means without limitation, any employees, officers, directors,
members, managers, trustees, volunteers, attorneys, and representatives of Michtel, and
also includes any-Michtel contractors, subcontractors, independent contractors,
OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION-
CONTRACT NUMBER
Page 2
#11.92.doc
1.1.
trOAKLAND-=
COUNTY MICHIGAN
L BROOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION
contractor's suppliers, subsidiaries, joint ventures or partners, and/or any such persons,
successors or predecessors, employees, (whether such persons act or acted in their
personal, representative or official capacities), and/or any and all persons acting by,
through, under, or in concert with any of the above. "Michtel Employee" shall also
include any person who was a Michtel 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, judgements, 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 the county, or for which the
county may become legally and/or contractually obligated to pay or defend against,
whether direct, indirect or consequential, whether based upon any alleged violation of the
federal or the state constitution, any federal or state statute, rule, regulation, or any
alleged violation of federal or state common law, whether any such claims are brought in
law or equity, tort, contract, or otherwise, and/or whether commenced or threatened.
1.3. "County" means the County of Oakland, a Municipal and Constitutional Corporation, its
departments, divisions, authorities, boards, committees, and "County Agent" as defined
below.
1.4. "County 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. "County Agent" shall also include any person who was a
"County Agent" anytime during the term of this Contract but, for any reason, is no longer
employed, appointed, or elected and serving as an Agent.
1.5. "Day" means any calendar day, which shall begin at 12:00:01 a.m. and end at 11:59:59
p.m.
1.6. "Contract Documents" This Contract includes and fully incorporates herein all of the
following documents and their properly promulgated amendments:
1.6.1. Exhibit I: Scope of Work
1.6.2. Exhibit Wireless Oakland Advisory Board
1.6.3. Exhibit Ill: License Affeement for Public Assets
1.6.4. Exhibit IV: Map Book
1.6.5. ExhibiVCdiflty Servicemark
OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION-
CONTRACT NUMBER
Page 3
#1192.doc
irOAKLANDT-
COUNTY MICHIGAN
L. BROOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION
1.7. "Wireless Oakland Advisory Board" means the Board that provides advice,
recommendations, and suggestions regarding the installation, operation, management,
and maintenance of the wireless internet service.
1.8. "Wireless Oakland Initiative" means the wireless intemet service that will blanket the
entire County which will be provided, owned, and operated by a contractor selected by
the County.
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 County.
§2. CONTRACT EFFECTIVE DATE AND TERMINATION
2.1. The effective date of this Contract shall be February 8, 2006, and unless otherwise
terminated or canceled as provided below, it shall end at 11:59 p.m. on the "Contract
Expiration Date" shown on the first page of this Contract. This Contract may be renewed
for three (3) additional terms of three (3) years each prior to the Contract Expiration or
prior to the expiration of each renewal term by either Party providing notice of its intent
to renew to the other Party thirty (30) Days before Contract expiration or expiration of
the renewal term. 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 Michtel Employee, legally authorized to bind
Michtel; and
2.1.2. This Contract is signed by an authorized agent of the Oakland County
Purchasing Division, as provided for on the signature page of this Contract, who
shall be the final signatory to this Contract.
2.2. The County may terminate and/or cancel this Contract (or any part thereof) upon one
hundred and eighty (180) Days written notice to Michtel, if Michtel defaults in any
obligation contained herein, and within the one hundred and eighty (180) Day notice
period Michtel has failed or has not attempted to cure any such default. The effective
date of termination and/or cancellation and the specific alleged default shall be clearly
stated in the written notice.
2.3. Under no circumstances shall the County be liable for any future loss of income, profits,
any consequential damages or any loss of business opportunities, revenues, or any other
economic benefit Michtel may have realized but for the termination and/or cancellation
of this Contract. The County shall not be obligated to pay Michtel any cancellation or
termination fee if this Contract is cancelled or terminated.
2.4. Michtel may terminate and/or cancel this Contract (or any part thereof) upon one hundred
and eighty (180) Days written notice to the County, if the County defaults in any
obligation contained herein, and within the one hundred and eighty (180) Day notice
period the County has failed or has not attempted to cure any such default. The effective
OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION-
CONTRACT NUMBER
Page 4
#1192.doe
OAKLAND=
COUNTY MICHIGAN
L. BROOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION
date of termination and/or cancellation and the specific alleged default shall be clearly
stated in the written notice.
§3. SCOPE OF WORK
3.1. Michtel and the County shall perform all services identified and itemized in Exhibit I,
Scope of Work.
3.2. Michtel shall provide the County and the Wireless Oakland Advisory Board with an
implementation schedule for wireless intemet service for the remaining areas of the
County, the areas not covered by Exhibit IV, within sixty (60) Days of execution of the
Contract by both Parties.
3.3. Michtel shall provide wireless intemet service pursuant to this Contract to the areas in the
Municipalities outlined in the map book attached as Exhibit IV by April 30, 2006.
3.4. Michtel shall retain all revenue generated from and associated with the wireless interne
service.
3.5. The County shall receive no money, revenue, or in-kind services generated from or
associated with the wireless internet service.
3.6. Within ninety (90) Days of execution of the Contract by both Parties, Michtel shall
provide the County with information and evidence that demonstrates that Michtel has the
financial ability to complete the implementation of the Wireless Oakland Initiative. The
County, in its sole and reasonable discretion, shall determine if the information and
evidence provided by Michtel is satisfactory.
3.7. Michtel shall accept and review advice, recommendations, and suggestions from the
Wireless Oakland Advisory Board regarding_ the installation, operation, management, and
maintenance of the wireless intemet service, when such advice, recommendations, and/or
suggestions are received by Michtel from the Wireless Oakland Advisory Board. The
structure and organization of the Wireless Oakland Advisory Board are set forth in
Exhibit II.
§4. FINANCIAL RESPONSIBILITIES ,
4.1. Under no circumstances shall the County or municipalities participating in the Wireless
Oakland Initiative be responsible for any cost, fee, fine, penalty, or direct, indirect,
special, incidental or consequential damages incurred or suffered by Michtel in
connection with or resulting from Michtel's perfounance of work under this Contact.
4.2. This Contract does not authorize any in-kind services by either Party, unless expressly
provided herein.
OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION-
CONTRACT NUMBER
Page 5
#1192.doc
IrOAKLAND7
COUNTY MICHIGAN
L. BROOKS PATTERS ON-COUNTY EXECUTIVE
OAMA1NTI) COUNTY
PURCHASING DIVISION
§5. ASSURANCES AND WARRANTIES
5.1. Service Warranty. Michtel warrants that all services perfollued hereunder will be
performed in a manner that complies with all applicable laws, statutes, regulations,
ordinances, and professional standards.
5.2. Business and Professional Licenses. Michtel will obtain and maintain at all times during
the term of this Contract all applicable business and professional licenses necessary to
provide the contracted services.
5.3. Equipment and Supplies. Michtel is responsible for providing all equipment and supplies
to perform the work required by this Contract.
5.4. Taxes. Michtel shall pay, its own local, state and federal taxes, including without
limitation, social security taxes, and unemployment compensation taxes. The County
shall not be liable to or required to reimburse Michtel for any federal, state and local
taxes or fees of any kind.
5.5. Michtel's Incidental Expenses. Michtel shall be solely responsible and liable for all costs
and expenses incident to the performance of all work required by this Contract including,
but not limited to, any professional dues, association fees, license fees, fines, taxes, and
penalties.
5.6. Michtel Employees.
5.6.1. Michtel shall employ and assign qualified Michtel Employees as necessary and
appropriate to provide the Work under this Contract. Michtel shall ensure all
Michtel 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 required by law.
5.6.2. Michtel shall solely control, direct, and supervise all Michtel Employees with
respect to all Michtel obligations under this Contract. Michtel will be solely
responsible for and fully liable for the conduct and supervision of any Michtel
Employee.
5.6.3. All Michtel Employees shall wear and display appropriate county-provided
identification at all times while working on County premises.
5.6.4. All Michtel Employees assigned to work under this Contract may, at the
County's discretion, be subject to a security check and clearance by the County.
5.7. Michtel Employee-Related Expenses. All Michtel Employees shall be employed at
Michtel's sole expense (including employment-related taxes and insurance) and Michtel
warrants that all Michtel Employees shall fully comply with and adheres to all of the
terms of this Contract. Michtel shall be solely and completely liable for any and all
applicable Michtel Employee's federal, state, or local payment withholdings or
contributions and/or any and all Michtel Employee related pension or welfare benefits
OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION-
CONTRACT NUMBER
Page 6
#1192.doc
irOAKLAN rW-
COUNTY MICHIGAN
L. BROOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION
plan contribution under federal or state law. Michtel shall indemnify and hold the
County harmless for all Claims against the County by any Michtel Employee, arising out
of any contract for hire or employer-employee relationship between Michtel and any
Michtel Employee, including, but not limited to, Worker's Compensation, disability pay
or other insurance of any kind.
5.8. Full Knowledge of Service Expectations and Attendant Circirnictanre Michtel warrants
that before entering into this Contract, it had a full opportunity to review the proposed
services, and review all County requirements and/or expectations under this Contract.
Michtel is responsible for being adequately and properly prepared to execute this
Contract. Michtel has satisfied itself in all material respects that it will be able to perform
all obligations under the Contract as specified herein.
5.9. Independent Contractor. Nothing in this Contract is intended to establish an employer-
employee relationship between the County and either Michtel or any Michtel Employee.
All Michtel Employees assigned to provide services under this Contract by Michtel shall,
in all cases, be deemed employees of Michtel and not employees, agents or sub-
contractors of the County.
§6. INDEMNIFICATION
6.1. Indemnification.
6.1.1. Michtel shall indemnify and hold the County and/or municipalities participating
in the Wireless Oakland Initiative harmless from any and all Claims which are
incurred by or asserted against the County by any person or entity, alleged to
have been caused or found to arise, from the acts, performances, errors, or
omissions of Michtel or Michtel's Employees, including, without limitation, all
Claims relating to injury or death of any person or damage to any property.
6.1.2. Michtel shall have no rights against the County for any indemnification (e.g.,
contractual, equitable, or by implication), contribution, subrogation, and/or any
other right to be reimbursed by the County except as expressly provided herein.
6.1.3. Michtel waives and releases all actions, liabilities, loss and damage including
any subrogated rights it may have against the County based upon any Claim
brought against the County suffered by a Michtel Employee.
§7. GENERAL TERMS AND CONDITIONS
7.1. While Michtel retains the right to perform services at any time, Michtel must obtain prior
permission by the County for access to Public Assets after the County's regular business
hours.
OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION-
CONTRACT NUMBER
Page 7
#1192.doc
L. BROOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCIIASING DIVISION
OAKLAND=
COUNTY MICHIGAN
7.2. 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.
7.3. Survival of Temis 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:
"ASSURANCES AND WARRANTIES";
"INDEMNIFICATION";
"Damage Clean Up To Counts, Property and/or Premises";
"Audit";
"Severability";
"Governing Law/Consent To Jurisdiction And Venn"; and
"Survival of Terms And Conditions".
7.4. 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 ta 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.
7.5. Compliance with Laws. Michtel shall comply with all federal, state, and local laws,
statutes, ordinances, regulations, insurance policy requirements, and requirements
applicable to its activities under this Contract.
7.6. Permits and Licenses. Michtel shall be responsible for obtaining and maintaining
throughout the term of this Contract all licenses, permits, certificates, and governmental
authorizations necessary to perform all of its obligations under this Contract and to
conduct business under this Contract. Upon request by the County, Michtel shall furnish
copies of any permit, license, certificate or governmental authorizations necessary to
provide services under this Contract.
7.7. Discrimination. Michtel 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.
7.7.1. Michtel shall promptly notify the County of any complaint or charge filed and/or
determination by any Court or administrative agency of illegal discrimination by
Michtel.
7.7.2. The County, 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.
OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION-
CONTRACT NUMBER
Page 8
#1192.doc
L. BROOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION
OAKLAND=
COUNTY MICHIGAN
7.8. 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 County.
7.9. 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. Michtel 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.
7.10. 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 County, including all
agencies and departments thereof, and any County Agent. To avoid any real or perceived
conflict of interest, Michtel shall identify any Michtel Employee or relative of Michtel's
Employees who are presently employed by the County. Michtel shall give the County
notice if there are any County Agents or relatives of County Agents who are presently
employed by Michtel.
7.11. Damage and Clean up to County Property and/or Premises. Michtel shall be responsible
for any damage to any County or municipal property, its premises, or a County Agent
that is caused by Michtel or Michtel's Employees. If damage occurs, Michtel shall make
necessary repairs and/or replacements to the damaged property to the satisfaction of the
County. If the damage cannot be completed to the County's satisfaction, Michtel shall
reimburse the County the actual cost for repairing or replacing the damaged property.
Michtel shall be responsible for assuring that all County and municipal sites are restored
to their original condition after work performed under this Contract is complete.
7.12. Use of Confidential Information. Michtel and/or Michtel Employees and the County
shall not reproduce, provide, disclose, or give access to Confidential Information to any
third party, or to any Michtel Employee or County Agent 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, a Party may disclose the Confidential Information if required or permitted by
law, statute or other legal process; provided that the Party (i) gives the other Party prompt
written notice of an impending disclosure, (ii) provides reasonable assistance to the other
OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION-
CONTRACT NUMBER
Page 9
#1192.doc
frOAKLAN E*
COUNTY MICHIGAN
L. BROOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION
Party in opposing or limiting the disclosure, and (iii) makes only such disclosure as is
permitted, compelled, or required.
7.12.1. This Contract imposes no obligation upon a Party with respect to any
Confidential Information which it can establish by legally sufficient evidence:
(i) was in the possession of, or was known by the Party, prior to its receipt from
the other Party, without an obligation to maintain its confidentiality; or (ii) is
obtained by a Party from a third party having the right to disclose it, without an
obligation to keep such information confidential.
7.12.2. As used in this Contract, Confidential Information means all information that a
Party is required or permitted by law to keep confidential, including but not
limited to, County GIS data.
7.13. Michtel Use of County Licensed Software. In order for Michtel to perform its services
under this Contract, the County may permit Michtel or Michtel Employees to access
certain copyrighted Software licensed to the County. Michtel or Michtel Employees shall
not: transfer, remove, use, copy, or otherwise provide or make available any such
copyrighted Software or Documentation to any other person or entity, for any purpose,
without the prior written consent of the County and/or the licensor. Furthermore, neither
Michtel nor Michtel Employees shall produce a source listing, decompile, disassemble, or
otherwise reverse engineer any copyrighted Software. Neither Michtel nor Michtel
Employees shall use any copyrighted software contrary to the provisions of any
applicable Software license agreement or state or federal law.
7.14. Michtel Use of County Servicemark.
7.14.1. The County grants Michtel the non-exclusive right to use its servicemark,
specifically the se-rvicemark listed in Exhibit V, on any and all publications,
whether print or electronic format, related to or associated with the Wireless
Oakland Initiative. Permission to use the servicemark extends to use on
Michtel's web site.
7.14.2. Michtel shall only use the servicemark in Exhibit V for the purposes described
in this Contract and not for any other purpose.
7.14.3. Michtel acknowledges that the County has certain rights in the servicemark
listed in Exhibit V and that Michtel has no right, title, or interest in this
servicemark.
7.14.4. The servicemark covered under this Section shall be provided to Michtel at no
cost.
7.14.5. Michtel permission to use the servicemark in Exhibit V shall cease when the
Contract is terminated and/or cancelled. Upon teimination and/or cancellation
OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION-
CONTRACT NUMBER
Page 10
#1192.doc
IrOAKLAND
COUNTY MICHIGAN
L. BROOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION
of this Contract, Michtel shall not display the servicernark on its website or
distribute or print any publication (in any format) displaying or containing the
servicemark.
7.15. Linking to County Website.
7.15.1. Michtel may link to the County Website subject to the following conditions:
7.15.1.1.
7.15.1.2.
Neither Michtel nor Michtel's Website shall not create a frame,
browser, or border environment around any of the content of the
County's Website.
Neither Michtel nor Michtel's Website shall reproduce or copy the
content on the County's Website.
7.15.1.3. County trademarks or servicemarks may not be placed on
Michtel's Website without the County's prior written permission.
7.15.2. Michtel permission to link to the County Website shall cease when the Contract
is terminated and/or cancelled or when one of the conditions listed in this
Section is breached. Upon termination and/or cancellation of this Contract of
the conditions listed in this Section, Michtel shall immediately stop linking to
the County Web site.
7.16. 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. Michters Project Manager shall
coordinate with the County's Project Manager. Michtel shall provide the name and
qualifications of its Project Manager and an alternate. In addition to a Project Manager,
Michtel shall designate an employee or agent to act as a Network Engineer and an
Executive Sponsor (an individual dedicated to overseeing the Wireless Oakland Initiative
and reporting to the Wireless Oakland Advisory Board) during the term of this Contract
7.17. Dispute Resolution. All disputes arising under or relating to the execution, interpretation,
performance, or nonperformance of this Contact involving or affecting the Parties may
first be submitted to the respective Project Managers for possible resolution. The Project
Managers may promptly meet and confer in an effort to resolve such dispute. If the
Project Managers 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.
7.18. Access and Records. Michtel will maintain accurate books and records in connection
with the services provided under this Contract for 36 months after end of this Contract,
and provide the County with reasonable access to such book and records.
OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION-
CONTRACT NUMBER
Page 11
#1192.doc
OAKLAND;
COUNTY MICHIGAN
L. BROOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION
7.19. Audit. Michtel shall allow the County's Auditing Division, or an independent auditor
hired by the County, to perform Contract compliance audits with the authority to access
all pertinent records and interview any Michtel Employee throughout the term of this
Contract, and for a period of three years after termination or cancellation of this Contract.
7.19.1. Michtel shall explain any audit finding, questionable costs, or other Contract
compliance deficiencies to the County within forty-five (45) days of receiving
the final audit report. Michtel's response shall include all necessary documents
and information that refute the final audit report. Failure by Michtel to respond
in writing within 45 days shall be deemed acceptance of the final audit report.
7.20. Delegation /Subcontract/Assignment. Michtel shall not delegate, assign, or subcontract
any obligations or rights under this Contract or this entire Contract without the prior
written consent of the County.
7.20.1. The rights and obligations under this Contract shall not be diminished in any
manner by assignment, delegation or subcontract.
7.20.2. Any assignment, delegation, or subcontract by Michtel and approved by the
County, must include a requirement that the assignee, delegee, or subcontractor
will comply with the rights and obligations contained in this Contract.
7.20.3. Michtel shall remain primarily liable for all work performed by any
subcontractors or delegees. Michtel shall remain liable to the County for any
obligations under the Contract not completely performed by any Michtel delegee
or subcontractor.
7.20.4. Should a subcontractor or delegee fail to provide the established level of service
and response, Michtel shall contract with another agency for these services in a
timely manner. Any additional costs associated with securing a competent
subcontractor or delegee shall be the sole responsibility of Michtel.
7.20.5. In the event that a Petition in Bankruptcy is filed and there is an assignment of
this Contract by a Court, the County may declare this Contact null and void.
7.21. 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.
7.22. 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 Michtel's
OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION-
CONTRACT NUMBER
Page 12
#1192.doe
irOAKLAND7
COUNTY MICHIGAN
L. BROOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION
promise to indemnify or hold the County harmless is found illegal or invalid, Michtel
shall contribute the maximum it is permitted to pay by law toward the payment and
satisfaction of any Claims against the County.
7.23. 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
nonpossessive use in this contract shall be deemed the appropriate plurality, gender or
possession as the context requires.
7.24. 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.
7.24.1. If notice is sent to Michtel, it shall be addressed to:
Michtel Communications, LLC
Tony Yangouyian, General Manager
10 West Huron
Pontiac, M148342
7.24.2. If notice is sent to the County, it shall be addressed to:
Oakland County Purchasing Division
Manager
1200 N. Telegraph Road, Building 34 East
Pontiac, MI 48341
And
Oakland County Chief Information Officer
1200 North Telegraph Road, Building_ 49 West
Pontiac, MI 48341
7.24.3. Either Party may change the address or individual to which notice is sent by
notifying the other party in writing of the change.
7.25. Contract Modifications or Amendments. Any modifications, amendments, recessions,
waivers, or releases to this Contract must be in writing and agreed to by both Parties.
OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHAS1NG DIVISION.
CONTRACT NUMBER
Page 13
#1192.doe
_
L. BROOKS PATTERSON-COUNTY EX IV ECUTE arOAKLAIND-7"--1.-- OAKLAND COUNTY
COUNTY MICHIGAN PURCHASING DIVISION
Unless otherwise aueed, the modification, amendment, recession, waiver, or release shall
be signed by an expressly authorized Michtel Employee and by the same person who
signed the Contract for the County or other County Agent as authorized by the Oakland
County Board of Commissioners.
7.26. Governing Laws/Consent to Jurisdiction and Veninl. 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 judgement
obtained in such forum or taking action under this Contract to enforce such judgement in
any appropriate jurisdiction.
7.27. Entire Contract. 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.
OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION-
CONTRACT NUMBER
Page 14
#1192.doe
Tony Yang
DATE: BY:
IrOAKLAND=
COUNTY MICHIGAN
L. BROOKS PATTERSON-COUNTY DECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION
The undersiped executes this Contract on behalf of Michtel and the County, and by doing_ so
legally obligates and binds Michtel and the County to the terms and conditions of this Contract.
FOR IN/MITTEL:
BY: DATE.
' / 6 Z
appeared in person before me this da y and executed this
Contract on belA5/of Mi\difel and acknowled ged to me under oath that
Tony Yangouyian has taken all actions and secured any and all necessary
approvals and authorizations and has the re quisite authority from Michtel to fully and completel y
obligate and bind Michtel to the terms and conditions of this Contract and also acknowled ged to
me under oath havin g been provided with copies and havin g read and reviewed the Contract.
Subscribed and sworn to before me on this
DEANNA FETT
NOTARY PUBLIC, OAKLAND
COUNTY, MICHIGAN
MY COMMISSION EXPIRES
MAY 9,2010
FOR THE COUNTY:
day of rc___ ,2006.
0_4-)
Notary Public
K ILD , County, Michigan
My Commission Expires: 5 c7 - 4IG
8i•
BY:
Joscii)h Manaer, °
Oakland County Purchasing Department
DATE: jt- $5")I cc
APPROVED AS TO SCOPE OF WORK:
Phillip R. Bertolini
Contract Administrator
drf
OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET-PURCHASING DIVISION-
CONTRACT NUMBER
Page 15
114i +al n+,.1 r+ .111 n
EXHIBIT I
Scope of Work
1. Michtel shall install, operate, manage, own, and maintain a wireless intemet service
for the entire geographic region of the County including, but not limited to, the
wireless network architecture, design, and hardware procurement services, hardware
installation, ISP connectivity, network operation, monitoring and maintenance
services, marketing, and customer/technical support services for the wireless internet
service users.
2. Michtel shall provide a portion of the bandwidth of the wireless interact service to all
residents, businesses, and visitors of the County at no cost ("free intemet service").
Initially, the upload and download speeds of this free intemet service shall be 128
kilobits per second per user; however, the Parties acknowledge that the speed of the
free intemet service may vary slightly due to circumstances outside the control of
Michtel. So as to remain competitive in the marketplace, the speed of the free
interne service shall be reviewed by Michtel in conjunction with the Wireless
Oakland Advisory Board annually. Accordingly, the Wireless Advisory Board shall
provide recommendations to Michtel regarding whether the speed of the free intemet
service should be increased.
3. The wireless intemet service shall support "consumer-based" technologies. The
wireless internet service shall support the current IEEE standards. Migrations to
future consumer based technologies shall be reviewed with the Wireless Oakland
Advisory Board.
4. The wireless internet service shall support, but not be limited to, access from desktop
computers, laptop computers, tablet computers, handheld devices, mobile phones, or
other devices with appropriate wireless protocols.
5. Michtel shall provide access to the wireless interne service through a standard
captive portal with a single log-in database that provides a uniform user experience
throughout the County.
6. The wireless interne service shall incorporate network restrictions and other
measures to provide security for users including, but not limited to, measures to
protect users from common security threats including denial of services, port
scanning, viruses, spam, and phishing.
7. The wireless intemet service shall be available "open-air" (Outdoors) and "in-
building" along exterior walls which may require the use of an 0=i-directional
antenna that may be purchased from a consumer technology retailer.
8. In exchange for the free intemet service, the County, where possible, shall provide
access to its Public Assets, at no cost to Michtel, for placement of equipment to
operate the wireless internet service; however, Michtel shall still be responsible for
costs or fees associated with municipal peiiiiits or inspection, unless waived by the
municipality. Access to Public Assets shall be accomplished via a license agreement
Exhibit I - Scope of Work
1
which is attached as Exhibit III to this Contract. A separate license agreement shall
be executed for each Public Asset utilized by Michtel for the wireless internet service.
9. In exchange for the free intemet service, the County shall facilitate access to assets
owned by municipalities in the County which have chosen to participate in the
Wireless Oakland Initiative. Access to municipal-owned assets shall be
accomplished via a license agreement similar to the license agreement attached as
Exhibit M. It is anticipated that the County and the municipalities participating in the
Wireless Oakland Initiative will enter into an Interlocal Agreement deeming the
County an agent of the municipality for the sole purpose of licensing municipal-
owned assets. The County, as an agent of the municipality, shall execute a separate
license for each municipal-owned asset utilized by Michtel for the wireless service.
10. Michtel shall comply with all federal, state, and local laws, regulations, ordinances,
rules, and policies regarding use of Public Assets, municipal-owned assets, and
privately-owned assets.
Exhibit 1— Scope of Work
EXHIBIT II
Wireless Oakland Advisory Board
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 interne 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 interne 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.
Exhibit II—Wireless Oakland Advisory Boardt
1
4. The Wireless Oakland Advisory Board shah 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.
Exhibit II—Wireless Oakland Advisory Boardt
2
EXHIBIT
Public Assets License Agreement
This License Agreement ("License") is made day of , 20 between the County of
Oakland, a Michigan Constitutional Corporation, located at 1200 North Telegraph Road,
Pontiac, Michigan 48341 ("County"), 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 to this License.
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
internet 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. Public Assets means the real or personal property owned by the County and
specifically described as [insert description of Public Asset].
1.9. Wireless Oakland Initiative means the wireless internet service that will blanket all of
Oakland County which will be provided, owned, operated, and maintained Licensee.
Exhibit III—Public Assets License Agreement
1
2. Grant of License. The County grants a non-exclusive license to use the Public Asset
solely for the purposes set forth in this Agreement.
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 internet 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
intemet 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 hy law, the County 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 reasonably determines
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 may determine is in the public interest to remove or
alleviate the burden, and Licensee will do so within a reasonable time period.
4.3. Restoration of Public Asset. Licensee will immediately, subject to seasonal work
restrictions, restore, at Licensee's sole expense, in a manner approved by the County,
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 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 County may make the
repair and Licensee will pay the costs the County 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
Exhibit III—Public Assets License Agreement
the ninety (90) day period, the County may remove such Equipment and Licensee shall
pay all costs, to the County associated with the removal.
4.5. Marking. Licensee will mark the Equipment pursuant to the County's requirements,
including but not limited to, 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. Installation and Maintenance. The construction, installation, and maintenance of the
Equipment shall only be performed pursuant to permit plans approved by the County,
prior to such construction, installation or maintenance. Licensee will install and
maintain the Equipment in a safe condition.
4.7. Relocation. If the 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.
4.8. Public Emergency. The 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 County 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
County under this Section.
4.9. Access. The County may impose certain reasonable restrictions on the access to the
Public Assets in accordance with its customs, rules, or regulations.
5. General Terms.
5.1. 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
governmental entities as may be required by law. Licensee shall be responsible for all
costs or fees associated with obtaining all applicable permits, licenses, and
governmental approvals. 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
Exhibit III—Public Assets License Agreement
3
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 from any and all Claims arising out of or resulting from
the acts or omissions of Licensee, or anyone claiming by or through them
which are associated with this License.
5.3.2. Notice, Cooperation. The County will notify Licensee promptly in writing of
any Claim. The County will cooperate with Licensee in every reasonable way
with respect to the defense of any such Claim
5.3.3. Settlement. The 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 the County for which Licensee is responsible.
5.4. Insurance.
5.4.1. Coveraae Reciuired. Licensee must obtain all insurance as set forth below and
file certificates evidencing it with 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
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
Exhibit III—Public Assets License Agreement
4
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 tentis and conditions of the primary policy.
• Prior to execution of the License by the County, Contractor shall provide
evidence of the insurance coverage required herein; thereafter, Licensee
will annually provide 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 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
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 S50,000. Licensee will indemnify and save harmless
the 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 Agreement. 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
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. Licensee releases the County 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.
Exhibit III—Public Assets License Agreement
5
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 applicable governmental entity and/or the County.
5.6. Assiairnent. Licensee shall not assign the License, unless prior written approval is
received from the County.
5.7, Notices.
5.7.1. Notices. All notices under this License must be given as follows:
• If to County:
• If to Licensee:
5.7.2. Change of Address. Licensee and 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 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 perfoiniance of all requirements of this License. Prior to execution of the
License by the County, Licensee shall provide evidence of 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 deteiiiiine 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 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 Severabilitv. 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
Exhibit III—Public Assets License Agreement
6
WITNESSED:
EXECUTED: DATE:
DATE:
waiver of any telin, 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.
IN 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.
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:
Exhibit III—Public Assets License AcEreement
7
WIRELESS aklan
EXHIBIT IV
Wireless Oakland Pilot Communities
OAKLAND AVE
toomtiold
\\\\
s,‘
a or
gn
MAPLE A5
VG °EAVES no
FlAp LE RD
Oat:.
POURTEEP MILE RC)
I 1 Proposed Pilot Area
GUAR TOtIRD
or
SAxON RD
Vt Ploc.:rn etil
1•
t„
gn
UllCDLII DR
or
Oor.linfield I-4115
a
3-
KI4FLE RD
tfield
stifq DR
04 Mks
., ,.., 1
BIRMINGHAM 1, I . i ' •I
:"1, I_-7. '''n•• ' _ t'..1 ,
0 100 00 ft 1111 1411.
FJ-EVEt1 MILE RD Royoi Cralr °A
It rc
Heights
LINCOLO AvE
PROCIRESS DR
TWELVE Mg E RD k
=Proposed PilotArea
walow0,101.000..00.•
• - •
t7,
6
8
8
;c-
1,20111 IT VERI4011
NOE MILER°
II
0 MA 000 •,* n40•
AK PARK Proposed PilotArea I I I
la c
PONTIAC
I •
I I I :
• 1 IProposed Pilot Area
IProposed PilotArea I I
TWELVE MILE RD
I il !htii
ROYAL OAK
ill
I
!! . i !,n ;
M.
, ,
CA.TALPA, CA1 /A FA PH
ELEVEN IMLE RC,
, . .
I.r.
?s-
WATTLES RD
a
:31.3
Try UVERNOiS AVE '
F4
MAPLE AVF MAPLE PO MAPI. E RI
1.
LIII COI 01 R
1I
Clawson
OS mh•
.E
511 ft tiy:?1 Clol;
FIMWOOD AVE ELMWOOD AVE
TROY 1
I I 1 I. I
. )6,1
i
Proposed Pilot Area
Piro pFAvER PC
t.
Proposed Pilot Area
PO N I lAr. TRAIL
1i1,1,: t
ft
0 0015 003 01 Min
, I .
,f , I
L
. • ;-11
VV1X 0 M
EXEIBIT V
1RELESS
kland
May 25, 2006 Resolution #06107
Moved by Coleman supported by Wilson the resolutions (with fiscal
Agenda be adopted (with accompanying reports being accepted).
AYES: Crawford, Douglas, Gershenson, Gregory, Hatchett,
Middleton, Molnar, Moss, Nash, Palmer, Patterson, Potter,
Woodward, Zack, Bullard, Coleman, Coulter. (25)
NAYS: None. (0)
A sufficient majority having voted in favor, the resolutions (with fiscal
Agenda were adopted (with accompanying reports being accepted).
notes attached) on the Consent
Jarnian, Kowall, Long, Melton,
Rogers, Scott, Suarez, Wilson,
notes attached) on the Consent
rossa
Y APPROVE TIE MOE RESOIU110/1
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 May 25,2006, 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 25th day of May, 2006.
Ruth Johnstfil, County Clerk
•, ,Ur
'0