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Home My WebLink AboutResolutions - 2021.10.28 - 34980qbAKLANDIF COUNTY MICHIGAN BOARD OF COMMISSIONERS October 28, 2021 MISCELLANEOUS RESOLUTION #21-439 Sponsored By: Gwen Markham IN RE: AT&T Corporation Chairperson and Members of the Board: WHEREAS the Department of Information Technology requests an extension of Contract #004943 with AT&T Corporation for five (5) years: and WHEREAS the Purchasing Terms and Conditions. in Section 2400.6 Duration of Contracts and under the Procedure, states "The Board of Conurussioners shall approve contracts beyond five years". and WHEREAS Contract #004943 with AT&T Corporation -vas executed on 111101:2016 and expires on 01 31:2022:and WHEREAS the Department of Information Technologyand the Purchasing Division have negotiated a five- year extension with AT&T Corporation at a cost of $350.000 per year. bringing the "not to exceed" amount to S2,550,000. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners approves the extension of Contract *04943 with AT&T Corporation for the period conmienc rw February 1, 2022, ending January 31, 2027. BE IT FURTHER RESOLVED a budget amendment is not required as the existing Department of Information Technology budget accounts for the on -going costs of services provided under the contract. Chairperson, the following Commissioners are sponsoring the foregoing Resolution: Gwen Markham. (27d Date: October 29, 2021 David Woodward, Commissioner Date: November 02, 2021 Hilarie Chambers, Deputy County Executive 11 Date: November 02, 2021 Lisa Brown, County Clerk / Register of Deeds COMMITTEE TRACKING 2021-10-20 Finance - Recommend to Board 2021-10-28 Full Board VOTE TRACKING Motioned by Commissioner Gwen Markham seconded by Commissioner Michael Spisz to adopt the attached Contract - IT Related: AT&T Corporation. Yes: David Woodward, Michael Gingell, Michael Spisz. Karen Joliat, Kristen Nelson, Eileen Kowall. Philip Weipert. Gwen Markham. Angela Powell, Thomas Kuhn. Charles Moss, Marcia Gershenson, `'William Miller III, Charles Cavell, Penny Luebs, Gary McGillivray. Robert Hoffman. Adam Koclienderfer (IS) No: None (0) Abstain: Janet Jackson (1) Absent: (0) The -Motion Passed. ATTACHMENTS L AT and T 1 2. ATT Master Agreement Amendinent--final STATE OF MIC'HIGAN) COUNTY OF OAKLAND) I, Lisa Brown, Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true and accurate copy of a resolution adopted by the Oakland Comity Board of Commissioners on October 28. 2021. with the original record thereof now remaining in my office. In Testimony "A7hereof, I have hereunto set my hand and affixed the seal of the Circuit Court at Pontiac. Miehigau on Thursday, October 28, 2021. s Lisa Brown, Oakland Cowiti• Clerk / Register gfDeeds 40'AU COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING Buyer: RLB OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON CONTRACT NUMBER: 004943 Compliance Office I Purchasing 248-858-0511 1 purchasing@oakgov.com Event # NPC356 CONTRACT between the COUNTY OF OAKLAND and CONTRACTOR Not To Exceed Amount: $500,000.00 I Effective Date: 11/1/2016 Expiration Date: 10/31/2021 Contract ATT Master Contract--P Description: Contractor Information: AT & T Corp Renee O'Brien 23500 Northwestern Ste W200 Southfield, MI 48075 Vendor No:243 Compliance Office Purchasing Information: Buyer: Richard Brower OAKLAND COUNTY 2100 Pontiac Lake Rd Bldg 41W Waterford, MI 48328-0462 248-858-0511 purchasing@oakgov.com The Parties agree to the attached terms and conditions: FOR THE CONTRACTOR: FOR THE COUNTY: EdW SIGN: LY Do 00 • E""" Pa"-" (Dec 1, 20 R6) Contract Administrator CLA Contract Administrator: Contract Administrator Oakland County Using Department: Edwin Poisson Director Information Technology 1200 N Telegraph Road 49 W Waterford M148341 -5( 7- IV. 61,x2-v SIGN: $mtt N. c s: _v (Dec 1, 204, Pamela L. Welpert, CPA, CIA, Compliance Officer or Scott N. Guzzy, CPPO, MBA, Purchasing Admin Rev 2016/07/01(v3) OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING CONTRACT NUMBER 004943 Page 1 Em� Customer County of Oakland Street Address: 2100 Pontiac Lake Rd City: Waterford State/Province: MI Zip Code: 48328-0462 Country: USA Customer Contact (for notices) Name: Guy Compton Title: Chief Technical Services Street Address: 1200 N Telegraph City: Waterford State/Province: MI Zip Code: 48341 Country: USA Telephone: 248-975-9677 Fax: Email: comptong@oakgov.com AT&T MA Reference No, MASTER AGREEMENT AT&T AT&T Corp. AT&T Contact (for notices) Name: Renee O'Brien Street Address: 23500 Northwestern City: Southfield State/Province: MI Zip Code: 48075 Country: USA Email: ro8286@att.com With a copy to: AT&T Corp. One AT&T Way Bedminster, NJ 07921-0752 ATTN: Master Agreement Support Team Email: mast(c8att.com This Master Agreement ("Master Agreement"), between the customer named above ("Customer") and the AT&T entity named above ("AT&T"), is effective when signed by both Customer and AT&T. Customer AT&T (by its authorized representative) (by Its authorized representative) By By: Name: Scott N Guzzy Name: Title: Administrator Title: Date:12-01-2016 Date: Je6748 080116 UA VER III 11/16/2012 AT&T and Customer Page 1 of 12 eCRM ID 1AJ70NVN 1. INTRODUCTION 1.1 Overview of Documents. This Master Agreement and the following additional documents (collectively, the "Agreement") shall apply to all products and services AT&T provides Customer pursuant to this Agreement ("Services") and shall continue in effect so long as Services are provided under this Agreement: (a) Pricing Schedules. A "Pricing Schedule" means a pricing schedule (including related attachments) or other document that is attached to or is later executed by the parties and references this Master Agreement. A Pricing Schedule includes the Services, the pricing (including discounts and commitments, if applicable) and the pricing schedule term ("Pricing Schedule Term"). (b) Tariffs and Guidebooks. "Tariffs" are documents containing the descriptions, pricing and other terms and conditions for a Service that AT&T or its Affiliates file with regulatory authorities. "Guidebooks" are documents (designated as Guidebooks or Price Lists) containing the descriptions, pricing and other terms and conditions for a Service that were but no longer are filed with regulatory authorities. Tariffs and Guidebooks can be found at att.com/serviceoublications or other locations AT&T may designate. (c) Acceptable Use Policy, ATV's Acceptable Use Policy ("AUP") applies to (i) Services provided over or accessing the Internet and Ili) wireless (i.e., cellular) data and messaging Services. The AUP can be found at att.com/aup or other locations AT&T may designate. (d) Service Guides. The descriptions, pricing and other terms and conditions for a Service not covered by a Tariff or Guidebook may be contained in a Service Guide, which can be found at att.com/serviceoublications or other locations AT&T may designate. 1.2 Priority of Documents. The order of priority of the documents that form this Agreement is: the applicable Pricing Schedule or Order; this Master Agreement; the AUP; and Tariffs, Guidebooks and Service Guides; provided that Tariffs will be first in priority In any jurisdiction where applicable law or regulation does not permit contract terms to take precedence over inconsistent Tariff terms. 1.3 Revisions to Documents. Subject to Section 8.2(b) (Materially Adverse Impact), AT&T may revise Service Publications at any time. 1.4 Execution by Affiliates. An AT&T Affiliate or Customer Affiliate may sign a Pricing Schedule in its own name, and such Affiliate contract will be a separate but associated contract incorporating the terms of this Agreement. Customer and AT&T will cause their respective Affiliates to comply with any such separate and associated contract. 2. AT&T DELIVERABLES 2.1 Services. AT&T will either provide or arrange to have an AT&T Affiliate provide Services to Customer and its Users, subject to the availability and operational limitations of systems, facilities and equipment. Where required, an AT&T Affiliate authorized by the appropriate regulatory authority will be the service provider. If an applicable Service Publication expressly permits placement of an order for a Service under this Master Agreement without the execution of a Pricing Schedule, Customer may place such an order using AT&T's standard ordering processes (an "Order"), and upon acceptance by AT&T, the Order shall otherwise be deemed a Pricing Schedule under this Master Agreement for the Service ordered. 2.2 AT&T Equipment. Services may be provided using equipment owned by AT&T that is located at the Site ("AT&T Equipment"), but title to the AT&T Equipment will remain with AT&T. Customer must provide adequate space and electric power for the AT&T Equipment and keep the AT&T Equipment physically secure and free from liens and encumbrances. Customer will bear the risk of loss or damage to the AT&T Equipment (other than ordinary wear and tear), except to the extent caused by AT&T or its agents. 2.3 Purchased Equipment. Except as specified in a Service Publication, title to and risk of loss of Purchased Equipment shall pass to Customer on delivery to the transport carrier for shipment to Customer's designated location. 2.4 License and Other Terms. Software, Purchased Equipment and Third -Party Services may be provided subject to the terms of a separate license or other agreement between Customer and either the licensor, the third -party service provider or the manufacturer. Customer's execution of the Pricing Schedule for or placement of an Order for Software, Purchased Equipment or Third -Party Services is Customer's agreement to comply with such separate agreement. Unless a Service Publication specifies otherwise, AT&T's sole responsibility with respect to Third -Party Services is to place Customer's orders for Third -Party Services, except that AT&T may invoice and collect payment from Customer for the Third -Party Services, 3. CUSTOMER'S COOPERATION 3.1 Access Right. Customer will in a timely manner allow AT&T access as reasonably required for the Services to property and equipment that Customer controls and will obtain at Customer's expense timely access for AT&T as reasonably required for the Services to property controlled by third parties such as Customer's landlord. AT&T will coordinate with and, except in an emergency, obtain Customer's consent to enter upon Customer's property and premises, which consent shall not be unreasonably withheld. Access rights mean the right to construct, install, repair, maintain, replace and remove access lines and network facilities and the right to use ancillary equipment space within a building for Customer's connection to AT&T's network. Customer must provide AT&T timely information and access to Customer's facilities and equipment as AT&T reasonably requires for the Services, subject to Customer's reasonable security policies. Customer will furnish any conduit, holes, wireways, wiring, plans, equipment, space, powedutilities and other items as AT&T reasonably requires for the Services and will obtain any necessary licenses, permits and consents (including easements and rights -of -way). Customer will have the Site ready for AT&T to perform its work according to a mutually agreed schedule. 3.2 Safe Working Environment. Customer will ensure that the location at which AT&T installs, maintains or provides Services is a safe working environment, free of Hazardous Materials and reasonably suitable for the Services. "Hazardous Materials" mean any substance or material capable of posing an unreasonable risk to health, safety or property or whose use, transport, storage, handling, disposal or release is regulated by Je6748 080116 UA VER III 11/16/2012 AT&T and Customer Page 2 of 12 eCRM ID 1-4J70NVN any law related to pollution, to protection of air, water or soil or to health and safety. AT&T shall have no obligation to perform work at a location that is not a suitable and safe working environment or to handle, remove or dispose of Hazardous Materials, 3.3 Users. "User" means anyone who uses or accesses any Service provided to Customer. Customer will cause Users to comply with this Agreement.. 3.4 Internet Services. If a Service is provided over or accesses the Internet, Customer and Users must comply with the AT&T AUP. AT&T may suspend or terminate service for any User's failure to follow the AUP as provided in Section 8. 3.4 Resale of Services. Customer may not resell the Services or rebrand the Services for resale to third parties without AT&T's prior written consent. Customer may make available the Services or Service Components to other governmental entities and may charge an administrative fee to such government entities to recover the costs incurred by the Customer in making the Service or Service Components available to other governmental entities. Any governmental entities receiving services from Customer under this Agreement must have an Interlocal Agreement with Customer requiring the entity to follow the terms of this Agreement Notwithstanding the foregoing, Customer shall remain responsible payment to AT&T of all payments due under this Agreement. . 4. PRICING AND BILLING 4.1 Pricing and Pricing Schedule Term; Terms Applicable After End of Pricing Schedule Term. The prices listed in a Pricing Schedule are stabilized until the end of the Pricing Schedule Term and will apply in lieu of the corresponding prices set forth in the applicable Service Publication. No promotion, credit, discount or waiver set forth in a Service Publication will apply. Unless the Pricing Schedule states otherwise, at the end of the Pricing Schedule Term, Customer may continue Service (subject to any applicable notice or other requirements in a Service Publication for Customer to terminate a Service Component) under a month -to -month service arrangement at the prices, terms and conditions in effect on the last day of the Pricing Schedule Term. AT&T may change such prices, terms or conditions on 30 days' prior notice to Customer. 4.2 Additional Charges and Taxes. Prices set forth in a Pricing Schedule are exclusive of and Customer will pay all taxes (excluding those on AT&T's net Income), surcharges, recovery fees, customs clearances, duties, levies, shipping charges and other similar charges (and any associated interest and penalties resulting from Customer's failure to timely pay such taxes or similar charges) relating to the sale, transfer of ownership, installation, license, use or provision of the Services, except to the extent Customer provides a valid exemption certificate prior to the delivery of Services. To the extent required by law, Customer may withhold or deduct any applicable taxes from payments due to AT&T, provided that Customer will use reasonable commercial efforts to minimize any such taxes to the extent allowed by law or treaty and will furnish AT&T with such evidence as may be required by relevant taxing authorities to establish that such tax has been paid so that AT&T may claim any applicable credit. 4.3 Billing. Unless a Service Publication specifies otherwise, Customer's obligation to pay for a Service Component begins upon availability of the Service Component to Customer. Customer will pay AT&T without deduction, setoff or delay for any reason (except for withholding taxes as provided in Section 4.2 - Additional Charges and Taxes or in Section 4.5 - Delayed Billing; Disputed Charges). At Customer's request, but subject to AT&T's consent (which may not be unreasonably withheld or withdrawn), Customer's Affiliates may be invoiced separately, and AT&T will accept payment from such Affiliates. Customer will be responsible for payment if Customer's Affiliates do not pay charges in accordance with this Agreement. AT&T may require Customer or its Affiliates to tender a deposit if AT&T determines, in its reasonable judgment, that Customer or its Affiliates are not creditworthy, and AT&T may apply such deposit to any charges owed. 4.4 Payments. Payment is due within 30 days after the date of the invoice (unless another date is specified in an applicable Tariff or Guidebook) and must refer to the invoice number. Charges must be paid in the currency specified in the invoice. Restrictive endorsements or other statements on checks are void. Customer will reimburse AT&T for all costs associated with collecting delinquent or dishonored payments, including reasonable attorneys' fees. AT&T may charge late payment fees at the lowest of (a) 1.5% per month (18% per annum), (b) for Services contained in a Tariff or Guidebook at the rate specified therein, or (c) the maximum rate allowed by law for overdue payments. 4.5 Delayed Billing; Disputed Charges. Customer will not be required to pay charges for Services initially invoiced more than 6 months after close of the billing period in which the charges were incurred, except for calls assisted by an automated or live operator. If Customer disputes a charge, Customer will provide notice to AT&T specifically identifying the charge and the reason it is disputed within 6 months after the date of the invoice in which the disputed charge initially appears, or Customer waives the right to dispute the charge. The portion of charges in dispute may be withheld and will not be considered overdue until AT&T completes its investigation of the dispute, but Customer may incur late payment fees in accordance with Section 4.4 (Payments). Following AT&T's notice of the results of its investigation to Customer, payment of all properly due charges and properly accrued late payment fees must be made within ten (10) business days. AT&T will reverse any late payment fees that were invoiced in error. 4.6 Credit Terms. AT&T retains a lien and purchase money security interest in each item of Purchased Equipment and Vendor Software until Customer pays all sums due. AT&T is authorized to sign and file a financing statement to perfect such security interest. 4.7 MARC. Minimum Annual Revenue Commitment ("MARC") means an annual revenue commitment set forth in a Pricing Schedule that Customer agrees to satisfy during each 12-consecutive-month period of the Pricing Schedule Term. If Customer fails to satisfy the MARC for any such 12-month period, Customer will pay a shortfall charge in an amount equal to the difference between the MARC and the total of the applicable MARC-Eligible Charges incurred during such 12-month period, and AT&T may withhold contractual credits until Customer pays the shortfall charge. 4.8 Adjustments to MARC. (a) In the event of a business downturn beyond Customer's control, or a corporate divestiture, merger, acquisition or significant restructuring or reorganization of Customer's business, or network optimization using other Services, or a reduction of AT&T's prices, or a force majeure Je6748 080116 UA VIER III 11/16/2012 AT&T and Customer Page 3 of 12 eCRM ID 1-4J70NVN event, any of which significantly impairs Customer's ability to meet a MARC, AT&T will offer to adjust the affected MARC to reflect Customer's reduced usage of Services (with a corresponding adjustment to the prices, credits or discounts available at the reduced MARC level). If the parties reach agreement on a revised MARC, AT&T and Customer will amend the affected Pricing Schedule prospectively. This Section 4.6 will not apply to a change resulting from Customer's decision to use service providers other than AT&T. Customer will provide AT&T notice of the conditions Customer believes will require the application of this provision. This provision does not constitute a waiver of any charges, including monthly recurring charges and shortfall charges, Customer incurs prior to amendment of the affected Pricing Schedule. (b) If Customer, through merger, consolidation, acquisition or otherwise, acquires a new business or operation, Customer and AT&T may agree in writing to include the new business or operation under this Agreement. Such agreement will specify the impact, if any, of such addition on Customer's MARC or other volume or growth discounts and on Customer's attainment thereof. 5, CONFIDENTIAL INFORMATION 5.1 Confidential Information. Confidential Information means: (a) information the parties or their Affiliates share with each other in connection with this Agreement or in anticipation of providing Services under this Agreement (including pricing or other proposals), but only to the extent identified as Confidential Information in writing; and (b) except as may be required by applicable law or reguiation, the terms of this Agreement. 5.2 Obligations. A disclosing party's Confidential Information will, for a period of 3 years following its disclosure to the other party (except in the case of software, for which the period is indefinite): (a) not be disclosed, except to the receiving parry's employees, agents and contractors having a need -to -know (but only if such agents and contractors are not direct competitors of the other party and agree in writing to use and disclosure restrictions as restrictive as this Section 5) or to the extent authorized to be revealed by law, governmental authority or legal process (but only if such disclosure is limited to that which is so authorized and prompt notice is provided to the disclosing party to the extent practicable and not prohibited by law, governmental authority or legal process); (b) be held in confidence; and (c) be used only for purposes of using the Services, evaluating proposals for new services or performing this Agreement (including in the case of AT&T to detect fraud, to check quality and to operate, maintain and enhance the network and Services). 5.3 Exceptions. The restrictions in this Section 5 will not apply to any information that: (a) is independently developed by the receiving party without use of the disclosing party's Confidential information; (b) is lawfully received by the receiving party free of any obligation to keep it confidential; or (c) becomes generally available to the public other than by breach of this Agreement. 5.4 Privacy. Each party is responsible for complying with the privacy laws applicable to its business. AT&T shall require its personnel, agents and contractors around the world who process Customer Personal Data to protect Customer Personal Data in accordance with the data protection laws and regulations applicable to AT&T's business. If Customer does not want AT&T to comprehend Customer data to which it may have access in performing Services, Customer must encrypt such data so that it will be unintelligible. Customer is responsible for obtaining consent from and giving notice to its Users, employees and agents regarding Customer's and AT&T's collection and use of the User, employee or agent information in connection with a Service. Customer will only make accessible or provide Customer Personal Data to AT&T when it has the legal authority to do so. Unless otherwise directed by Customer in writing, if AT&T designates a dedicated account representative as Customer's primary contact with AT&T, Customer authorizes that representative to discuss and disclose Customer's customer proprietary network information to any employee or agent of Customer without a need for further authentication or authorization. 6. LIMITATIONS OF LIABILITY AND DISCLAIMERS 6.1 Limitation of Liability. (a) EACH PARTY SHALL BE RESPONSIBLE FOR ITS OWN ACTS AND OMISSIONS AND THE ACTS AND OMISSIONS OF THEIR EMPLOYEES AND AGENTS, ALL COSTS ASSOCIATED WITH SUCH ACTS, AND ALL COSTS ASSOCIATED WITH THE DEFENSE OF SUCH ACTS. (b) EXCEPT AS MAY BE OTHERWISE SET FORTH IN A PRICING SCHEDULE, AT&T's ENTIRE LIABLITY, AND CUSTOMER'S EXCLUSIVE REMEDY, FOR DAMAGES (NOT OTHERWISE DISCLAIMED UNDER THIS AGREEMENT), ARISING OUT OF MISTAKES, OMISSIONS, INTERRUPTIONS, DELAYS, ERRORS OR DEFECTS IN THE SERVICES, AND NOT CAUSED BY CUSTOMER'S NEGLIGENCE, SHALL BE LIIMITED TO PROVEN DIRECT DAMAGES AND, IN NO EVENT, SHALL EXCEED THE IN THE AGGREGATE , THE AMOUNT OF FEES PAID TO AT&T DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL ANY OTHER LIABILITY ATTACH TO AT&T EXCEPT: (i) FOR BODILY INJURY, DEATH OR DAMAGE TO REAL PROPERTY OR TO TANGIBLE PERSONAL PROPERTY PROXIMATELY CAUSED BY AT&T, ITS AGENTS OR SUBCONTRACTORS, NEGLIGENCE, PROVEN DIRECT DAMAGES; (ii) FOR BREACH OF SECTION 5 (Confidential Information), SECTION 10.1 (Publicity) OR SECTION 10.2 (Trademarks), PROVEN DIRECT DAMAGES; III) FOR ANY THIRD -PARTY CLAIMS, THE REMEDIES AVAILABLE UNDER SECTION 7 (Third Party Claims); OR (iv) FOR CLAIMS ARISING FROM AT&T'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, PROVEN DAMAGES; (c) EXCEPT AS SET FORTH IN SECTION 7 (Third Parry Claims) NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, ADVANTAGE, SAVINGS OR REVENUES OR FOR INCREASED COST OF OPERATIONS, Je6748 080116 UA VER fit 11/16/2012 AT&T and Customer Page 4 of 12 eCRM ID 1-4J70NVN (d) THE LIMITATIONS IN THIS SECTION 6 SHALL NOT LIMIT CUSTOMER'S RESPONSIBILITY FOR THE PAYMENT OF ALL PROPERLY DUE CHARGES UNDER THIS AGREEMENT, 6.2 Disclaimer of Liability. AT&T WILL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATING TO: INTEROPERABILITY, ACCESS OR INTERCONNECTION OF THE SERVICES WITH APPLICATIONS, DATA, EQUIPMENT, SERVICES, CONTENT OR NETWORKS PROVIDED BY CUSTOMER OR THIRD PARTIES; SERVICE DEFECTS, SERVICE LEVELS, DELAYS OR ANY SERVICE ERROR OR INTERRUPTION, INCLUDING INTERRUPTIONS OR ERRORS IN ROUTING OR COMPLETING ANY 911 OR OTHER EMERGENCY RESPONSE CALLS OR ANY OTHER CALLS OR TRANSMISSIONS (EXCEPT FOR CREDITS EXPLICITLY SET FORTH IN THIS AGREEMENT); LOST OR ALTERED MESSAGES OR TRANSMISSIONS; OR UNAUTHORIZED ACCESS TO OR THEFT, ALTERATION, LOSS OR DESTRUCTION OF CUSTOMER'S (OR ITS AFFILIATES', USERS' OR THIRD PARTIES') APPLICATIONS, CONTENT, DATA, PROGRAMS, INFORMATION, NETWORKS OR SYSTEMS. 6.3 Purchased Equipment and Vendor Software Warranty. AT&T shall pass through to Customer any warranties for Purchased Equipment and Vendor Software available from the manufacturer or licensor. The manufacturer or licensor, and not AT&T, is responsible for any such warranty terms and commitments. ALL SOFTWARE AND PURCHASED EQUIPMENT IS OTHERWISE PROVIDED TO CUSTOMER ON AN "AS IS" BASIS. 6.4 Disclaimer of Warranties. AT&T MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON - INFRINGEMENT AND SPECIFICALLY DISCLAIMS ANY WARRANTY ARISING BY USAGE OF TRADE OR BY COURSE OF DEALING. FURTHER, AT&T MAKES NO REPRESENTATION OR WARRANTY THAT TELEPHONE CALLS OR OTHER TRANSMISSIONS WILL BE ROUTED OR COMPLETED WITHOUT ERROR OR INTERRUPTION (INCLUDING CALLS TO 911 OR ANY SIMILAR EMERGENCY RESPONSE NUMBER) AND MAKES NO GUARANTEE REGARDING NETWORK SECURITY, THE ENCRYPTION EMPLOYED BY ANY SERVICE, THE INTEGRITY OF ANY DATA THAT IS SENT, BACKED UP, STORED OR SUBJECT TO LOAD BALANCING OR THAT AT&T'S SECURITY PROCEDURES WILL PREVENT THE LOSS OR ALTERATION OF OR IMPROPER ACCESS TO CUSTOMER'S DATA AND INFORMATION. 6.5 Application and Survival. The disclaimer of warranties and limitations of liability set forth in this Agreement will apply regardless of the form of action, whether in contract, equity, tort, strict liability or otherwise, of whether damages were foreseeable and of whether a party was advised of the possibility of such damages and will apply so as to limit the (lability of each party and its Affiliates and their respective employees, directors, subcontractors and suppliers. The limitations of liability and disclaimers set out in this Section 6 will survive failure of any exclusive remedies provided in this Agreement. THIRD PARTY CLAIMS 7.1 AT&T's Obligations. AT&T agrees at its expense to defend and either to settle any third -party claim against Customer, its Affiliates and its and their respective employees and directors or to pay all damages that a court finally awards against such parties for a claim alleging that a Service provided to Customer under this Agreement infringes any patent, trademark, copyright or trade secret, but not where the claimed infringement arises out of or results from: (a) Customer's, its Affiliate's or a User's content; (b) modifications to the Service by Customer, its Affiliate or a third party, or combinations of the Service with any non -AT&T services or products by Customer or others; (c) AT&T's adherence to Customer's or its Affiliate's written requirements; or (d) use of a Service in violation of this Agreement. 7.2 [Intentionally Deleted] 7.3 Infringing Services. Whenever AT&T is liable under Section 7.1, AT&T may at its option either procure the right for Customer to continue using, or may replace or modify, the Service so that it is non -infringing. 7A Property Damage. AT&T shall not be liable under this Section 7 for damages caused by service or equipment that is not owned by AT&T and provided as part of its Service under this Agreement. 7.5 Notice and Cooperation. When seeking defense or settlement of a third -party claim under this Section 7, Customer will provide notice to AT&T promptly upon learning of any claim for which defense or settlement may be sought, but failure to do so will have no effect except to the extent AT&T is prejudiced by the delay. Customer will allow AT&T to control the defense and settlement of the claim and will reasonably cooperate with the defense. AT&T will not settle a claim without the written consent of Customer, which consent will not be unreasonably withheld or delayed, except that no consent will be required to settle a claim where relief is limited to monetary damages that are paid by AT&T under this Section 7. 7.6 AT&T's obligations under Section 7.1 shall not extend to actual or alleged infringement or misappropriation of intellectual property based on Purchased Equipment, Software, or Third -Party Services, 8. SUSPENSION AND TERMINATION 8.1 Termination of Agreement. This Agreement may be terminated immediately upon notice by either party if the other party becomes insolvent, ceases operations, is the subject of a bankruptcy petition, enters receivership or any state insolvency proceeding or makes an assignment for the benefit of its creditors. 8.2 Termination or Suspension. The following additional termination provisions apply: (a) Termination/Cancellation for Default or Convenience. Either party may terminate and/or cancel this Agreement or any part thereof at any time during the term and renewal or any extension of this Agreement, upon ninety (90) days written notice for convenience or if either Party defaults in any obligation contained herein, and such default is not cured within ninety (90) days from the date of the notice. (Upon Je6748 080116 UA VER ill 11/16/2012 AT&T and Customer Page 5 of 12 eCRM ID 1-4J70NVN the occurrence of a purported default, the written notice of default and proposed termination of the Agreement shall describe in reasonable detail the nature of the alleged default.) If this Agreement is terminated andfor cancelled for convenience of the Customer, the Customer shall pay the fees set forth in Section 8.4 hereof. (b) Materially Adverse Impact, If AT&T revises a Service Publication, the revision has a materially adverse impact on Customer and AT&T does not effect revisions that remedy such materially adverse impact within 30 days after receipt of notice from Customer, then Customer may, as Customer's sole remedy, elect to terminate the affected Service Components on 30 days' notice to AT&T, given not later than 90 days after Customer first learns of the revision to the Service Publication. "Materially adverse impacts" do not include changes to non - stabilized pricing, changes required by governmental authority, or assessment of or changes to additional charges such as surcharges or taxes. (c) Internet Services. If Customer fails to rectify a violation of the AUP within 5 days after receiving notice from AT&T, AT&T may suspend the affected Service Components. AT&T reserves the right, however, to suspend or terminate immediately when: (i) AT&T's suspension or termination is in response to multiple or repeated AUP violations or complaints; (ii)AT&T is acting in response to a court order or governmental notice that certain conduct must be stopped; or (III) AT&T reasonably determines that (a) it may be exposed to sanctions, liability, prosecution or other adverse consequences under applicable law if AT&T were to allow the violation to continue; (b) such violation may harm or interfere with the integrity, normal operations or security of AT&T's network or networks with which AT&T is interconnected or may interfere with another customer's use of AT&T services or the Internet; or (c) such violation otherwise presents an imminent risk of harm to AT&T, AT&T's customers or its or their respective employees. (tl) Fraud or Abuse. AT&T may terminate or suspend an affected Service or Service Component and, if the activity materially and adversely affects the entire Agreement, terminate or suspend the entire Agreement, immediately by providing Customer with as much advance notice as is reasonably practicable under the circumstances if Customer, in the course of breaching the Agreement: (i) commits a fraud upon AT&T; (ii) uses the Service to commit a fraud upon another party; (III) unlawfully uses the Service; (iv) abuses or misuses AT&T's network or Service; or (v) interferes with another customer's use of AT&T's network or services. (e) Infringing Services. If the options described in Section 7.3 (Infringing Services) are not reasonably available, AT&T may at its option terminate the affected Services or Service Components without liability other than as stated in Section 7.1 (AT&T's Obligations). (f) Hazardous Materials. If AT&T encounters any Hazardous Materials at the Site, AT&T may terminate the affected Services or Service Components or may suspend performance until Customer removes and remedlates the Hazardous Materials at Customer's expense in accordance with applicable law. 8.3 Effect of Termination. (a) Termination or suspension by either party of a Service or Service Component does not waive any other rights or remedies a party may have under this Agreement and will not affect the rights and obligations of the parties regarding any other Service or Service Component. (b) If a Service or Service Component is terminated, Customer will pay all amounts incurred prior to the effective date of termination. 8A Termination Charges. (a) If Customer terminates this Agreement or an affected Service or Service Component for cause in accordance with the Agreement or if AT&T terminates a Service or Service Component other than for cause, Customer will not be liable for the termination charges set forth in this Section 8.4. (b) If Customer or AT&T terminates a Service or Service Component prior to Cutover other than as set forth in Section 8.4(a), Customer (i) will pay any pre-Cutover termination or cancellation charges set out in a Pricing Schedule or Service Publication, or (ii) in the absence of such specified charges, will reimburse AT&T for time and materials incurred prior to the effective date of termination, plus any third party charges resulting from the termination. (c) If Customer or AT&T terminates a Service or Service Component after Cutover other than as set forth in Section 8.4(a), Customer will pay applicable termination charges as follows: (1) 50% (unless a different amount is specified in the Pricing Schedule) of any unpaid recurring charges for the terminated Service or Service Component attributable to the unexpired portion of an applicable Minimum Payment Period; (ii) if termination occurs before the end of an applicable Minimum Retention Period, any associated credits or waived or unpaid non- recurring charges; and (iii) any charges incurred by AT&T from a third party (i.e, not an AT&T Affiliate) due to the termination. The charges set forth in Sections 8.4(c)(i) and (ii) will not apply if a terminated Service Component is replaced with an upgraded Service Component at the same Site, but only if the Minimum Payment Period or Minimum Retention Period, as applicable, (the "Minimum Period") and associated charge for the replacement Service Component are equal to or greater than the corresponding Minimum Period and associated charge for the terminated Service Component, respectively, and if the upgrade is not restricted in the applicable Service Publication. (d) In addition, if Customer terminates a Pricing Schedule that has a MARC, Customer will pay an amount equal to 50% of the unsatisfied MARC for the balance of the Pricing Schedule Term. 9. IMPORTIEXPORT CONTROL Neither party will use, distribute, transfer or transmit any equipment, services, software or technical information provided under this Agreement (even if incorporated into other products) except in compliance with all applicable import and export laws, conventions and regulations. 10. MISCELLANEOUS PROVISIONS Je6748 080116 UA VER III 11/16/2012 AT&T and Customer Page 6 of 12 eCRM ID 1-4J70NVN 10.1 Publicity. Neither party may issue any public statements or announcements relating to the terms of this Agreement or to the provision of Services without the prior written consent of the other party. 10.2 Trademarks. Each party agrees not to display or use, in advertising or otherwise, any of the other party's trade names, logos, trademarks, service marks or other indicia of origin without the other parry's prior written consent, which consent may be revoked at any time by notice. 10.3 Independent Contractor. Each party is an independent contractor. Neither party controls the other, and neither party nor its Affiliates, employees, agents or contractors are Affiliates, employees, agents or contractors of the other party. 10.4 Force Majeure. Except for payment of amounts due, neither party will be liable for any delay, failure in performance, loss or damage due to fire, explosion, cable cuts, power blackout, earthquake, flood, strike, embargo, labor disputes, acts of civil or military authority, war, terrorism, acts of God, acts of a public enemy, acts or omissions of carriers or suppliers, acts of regulatory or governmental agencies or other causes beyond such party's reasonable control. 10.5 Amendments and Waivers. Any supplement to or modification or waiver of any provision of this Agreement must be in writing and signed by authorized representatives of both parties. A waiver by either party of any breach of this Agreement will not operate as a waiver of any other breach of this Agreement. 10.6 Assignment and Subcontracting. (a) Customer may, without AT&T's consent but upon notice to AT&T, assign in whole or relevant part its rights and obligations under this Agreement to a Customer Affiliate. AT&T may, without Customer's consent, assign in whole or relevant part its rights and obligations under this Agreement to an AT&T Affiliate. In no other case may this Agreement be assigned by either party without the prior written consent of the other party (which consent will not be unreasonably withheld or delayed). In the case of any assignment, the assigning party shall remain financially responsible for the performance of the assigned obligations. (b) AT&T may subcontract to an Affiliate or a third party work to be performed under this Agreement but will remain financially responsible for the performance of such obligations, (c) In countries where AT&T does not have an Affiliate to provide a Service, AT&T may assign its rights and obligations related to such Service to a local service provider, but AT&T will remain responsible to Customer for such obligations. In certain countries, Customer may be required to contract directly with the local service provider. 10.7 Severability. If any portion of this Agreement is found to be invalid or unenforceable or if, notwithstanding Section 10.11 (Governing Law), applicable law mandates a different interpretation or result, the remaining provisions will remain in effect and the parties will negotiate in good faith to substitute for such invalid, illegal or unenforceable provision a mutually acceptable provision consistent with the original intention of the parties. 10.8 Injunctive Relief. Nothing in this Agreement is intended to or should be construed to prohibit a party from seeking preliminary or permanent injunctive relief in appropriate circumstances from a court of competent jurisdiction. 10.9 Legal Action. Any legal action arising in connection with this Agreement must be filed within two (2) years after the cause of action accrues, or it will be deemed time -barred and waived. The parties waive any statute of limitations to the contrary. 10.10 Notices. Any required notices under this Agreement shall be in writing and shall be deemed validly delivered if made by hand (in which case delivery will be deemed to have been effected immediately), or by overnight mail (in which case delivery will be deemed to have been effected one (1) business day after the date of mailing), or by first class pre -paid post (in which case delivery will be deemed to have been effected five (5) days after the date of posting), or by facsimile or electronic transmission (in which case delivery will be deemed to have been effected on the day the transmission was sent). Any such notice shall be sent to the office of the recipient set forth on the cover page of this Agreement or to such other office or recipient as designated in writing from time to time. 10.11 Governing Law, This Agreement will be governed by the law of the State of Michigan, without regard to its conflict of law principles, unless a regulatory agency with jurisdiction over the applicable Service applies a different law. The United Nations Convention on Contracts for International Sale of Goods will not apply. 10.12 Compliance with Laws. Each party will comply with all applicable laws and regulations and with all applicable orders issued by courts or other governmental bodies of competent jurisdiction. 10.13 No Third Party Beneficiaries. This Agreement is for the benefit of Customer and AT&T and does not provide any third party (including Users) the right to enforce it or to bring an action for any remedy, claim, liability, reimbursement or cause of action or any other right or privilege. 10,14 Survival. The respective obligations of Customer and AT&T that by their nature would continue beyond the termination or expiration of this Agreement, including the obligations set forth in Section 5 (Confidential Information), Section 6 (Limitations of Liability and Disclaimers) and Section 7 (Third Party Claims), will survive such termination or expiration. 10.15 Agreement Language. The language of this Agreement is English. If there is a conflict between this Agreement and any translation, the English version will take precedence. 10.16 E-Verify. in accordance with Miscellaneous Resolution No.09116 (BOC Minutes, July 30, 2009, pp 37.38), AT&T mustfirstcertifythat ithas registered with, will participate in, and continue to utilize, once registered, the E-Verify Program (or any successor program implemented by the federal government or its departments or agencies) to verify the work authorization status of all newly hired employees employed by AT&T. Breachofthis term or condition is considered a default of this Agreement. By executing this Agreement, AT&T certifies that it has registered with, has and will Je6748 080116 UA VER III 11/16/2012 AT&T and Customer Page 7 of 12 eCRM ID1-4J70NVN participate in, and does and will continue to utilize once registered and throughout the term of this Agreement and any permissible extension hereof, the E- Verify Program (or any successor program implemented by the federal government or its departments or agencies) to verify the work authorization status of all newly hired employees employed by the AT&T. All newly hired AT&T Employees, unless otherwise excluded under Misc. Resolution No. 09116 must undergo employment eligibility verification through the E-Verify system. Failure of to verify newly hired employees is a default of this Agreement 10.17 Employees and Subcontractors. AT&T shall employ and assign qualified employees as necessary and appropriate to provide the Services under this Agreement. AT&T shall ensure all 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 required by law. (a) Qualification..AT&T shall solely control, direct, and supervise all employees and subcontractors with respect to all AT&T obligations under this Agreement. AT&T will be solely responsible for and fully liable for the conduct and supervision of any employee and subcontractor. (b) Identification. All AT&T employees, subcontractors, or agents shall wear and display appropriate Customer -provided identification at all times while working on Customer premises. AT&T shall return all Customer provided identification upon completion of the last day of Services provided under this Agreement. (c) Clearance Checks 0) Customer may conduct a clearance check on AT&T personnel (the "Clearance Check"), who require unaccompanied access to law enforcement data governed by the FBI Criminal Justice Information Security Policy (CJIS Policy)at the Oakland County facilities listed on Exhibit I (the "Restricted Facilities"). Customer shall not! fy AT&T, in writing, of any changes to the list of Restricted Facilities and the Agreement shall be deemed to be automatically amended, without further action by the Parties, to reflect any such changes to the list of Restricted Facilities. The Clearance Check is not intended to serve as a background check for employment but will be conducted solely to determine if the AT&T personnel requiring access to the Restricted Facilities pose a security risk if granted such access. The Clearance Check will consist of specific computerized checks including: criminal history record, Certified Driving Record, Oakland County Circuit Court Records, Justice Information Systems, specified social media sites and fingerprinting (to the extent that the Restricted Facilities contain Criminal Justice Information equipment or information). Oakland County Sheriffs Office Policy and Procedure No. 303, dated April 16, 2016, as may be amended from time to time (the "Clearance Check Policy"), shall control with respect to the procedures and processing of information relative to the Clearance Check's conducted on AT&T personnel. (ii) As part of conducting a Clearance Check pursuant to Section 10.17(c )(i) above, Customer or its designee, including designated Oakland County Sheriffs Office employees may obtain information regarding AT&T employees or subcontractors, which includes, but is not limited to, name, address, telephone number, driver's license number, date of birth, health information, biometric data and other personally identifiable information obtained in connection with the investigation (collectively, Personally Identifiable Information ("Personally Identifiable Information" or "PII" ). Customer and its designee(s) shall consider PII to be private, sensitive and confidential. Pit may be subject to certain privacy laws and regulations and requirements, including requirements of AT&T, and requires a high degree of protection. Customer shall comply with all applicable privacy laws and regulations and must treat such PII with the same degree of care as Customer would treat PII of its own employees and subcontractors; including without limitation as. Not use, disclose, or distribute any PII except in connection with a Clearance Check; bb. Store and transmit Pit securely, including without limitation encrypting PH when it is at rest and being transmitted cc. Restrict access to Pit only to those employees of the Customer who require access to such information in accordance with the Clearance Check Policy; dd. Immediately notify AT&T if Customer becomes aware that (a) any of the above provisions has been breached; (b) any disclosure of PII to any third party not expressly permitted herein to receive or have access to PH; or (c) any breach of, or other security incident involving, Customer's systems or network that could cause or permit access to Pit inconsistent with the above -referenced provisions. Customer shall fully cooperate with AT&T in determining, as may be necessary or appropriate, actions that need to be taken including the full scope of the breach, disclosure or security incident, corrective steps to be taken by Customer, the nature and content of any notifications, law enforcement involvement, or news/press/media contact etc„ and Customer shall not communicate directly with any AT&T employee or subcontractor without AT&T's consent, which such consent shall not be unreasonably withheld; and ee. Implement any other administrative, physical, and technical safeguards to ensure proper use, and protect against any unauthorized disclosure, of PII. (d) Wages, Taxes and Insurance. II AT&T employees, agents and subcontractors shall be employed at AT&T's sole expense (including employment- related taxes and insurance) and AT&T warrants that all AT&T employees, agents and subcontractors shall fully comply with and adheres to all other terms of this Agreement. AT&T shall be solely and completely liable for any and all applicable AT&T employee's federal, state, or local payment withholdings or contributions andlor any and all employee related pension or welfare benefits plan contribution under federal or state law. AT&T shall indemnify and hold the Customer harmless for all claims againstthe Customer byanyAT&T employee, arising out of any contract for hire or employment relationship between the AT&T and any employee, including, but not limited to, Worker's Compensation, disability pay or other insurance of any kind. 10.18 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter. Except as provided in Section 2.4 (License and Other Terms), this Agreement supersedes all other agreements, proposals, representations, statements and understandings, whether written or oral, concerning the Services or the rights and obligations relating to the Services, and the parties disclaim any Je6748 080116 UA VER fit 11/16/2012 AT&T and Customer Page 8 of 12 eCRM ID 1-4J70NVN reliance thereon. This Agreement will not be modified or supplemented by any written or oral statements, proposals, representations, advertisements, service descriptions or purchase order forms not expressly set forth in this Agreement. 11. DEFINITIONS "Affiliate" of a party means any entity that controls, is controlled by or is under common control with such party. "API" means an application program interface used to make a resources request from a remote implementer program. An API may include coding, specifications for routines, data structures, object classes, and protocols used to communicate between programs. "AT&T Software" means software, including APIs, and all associated written and electronic documentation and data owned by AT&T and licensed by AT&T to Customer. AT&T Software does not include software that is not furnished to Customer. "Customer Personal Data" means information that identifies an individual,that Customer directly or indirectly makes accessible to AT&T and that AT&T collects, holds or uses in the course of providing the Services. "Cutover" means the date Customer's obligation to pay for Services begins. "Effective Date" of a Pricing Schedule means the date on which the last party signs the Pricing Schedule unless a later date is required by regulation or law. "MARC-Eligible Charges" means the recurring and usage charges (including amounts calculated from unpaid charges that are owed under Section 8.4(c)(i)), after deducting applicable discounts and credits (other than outage or SLA credits), that AT&T charges Customer for the Services identified in the applicable Pricing Schedule as MARC-contributing. The following are not MARC-Eligible Charges: (a) charges for or in connection with Customer's purchase of equipment; (b) taxes; and (c) charges imposed in connection with governmentally imposed costs or fees (such as USF, PICC, payphone service provider compensation, E911 and deaf relay charges). "Minimum Payment Period" means the Minimum Payment Period identified for a Service Component in a Pricing Schedule or Service Publication during which Customer is required to pay recurring charges for the Service Component. "Minimum Retention Period" means the Minimum Retention Period identified for a Service Component In a Pricing Schedule or Service Publication during which Customer is required to maintain service to avoid the payment (or repayment) of certain credits, waived charges or amortized charges. "Purchased Equipment" means equipment or other tangible products Customer purchases under this Agreement, including any replacements of Purchased Equipment provided to Customer. Purchased Equipment also includes any internal code required to operate such Equipment. Purchased Equipment does not include Software but does include any physical media provided to Customer on which Software is stored. "Service Component" means an individual component of a Service provided under this Agreement. "Service Publications" means Tariffs, Guidebooks, Service Guides and the AUP. "Site" means a physical location, including Customer's collocation space on AT&T's or its Affiliate's or subcontractor's property, where AT&T installs or provides a Service, "Software" means AT&T Software and Vendor Software. "Third -Party Service" means a service provided directly to Customer by a third party under a separate agreement between Customer and the third party. "Vendor Software" means software, including APIs, and all associated written and electronic documentation and data AT&T furnishes to Customer, other than AT&T Software. Je6746 080116 UA VER 111 1111612012 AT&T and Customer Page 9 of 12 eCRM ID 1-4J7ONVN EXHIBIT I OAKLAND COUNTY SHERIFF'S OFFICE SUBSTATIONS As of 10/9/16 ADDISON TWP LYON TWP ROCHESTER HILLS 1440 Rochester Road 58000 Grand River 750 Barclay Circle Leonard, MI 48367 New Hudson, MI 48165 Rochester Hills, MI 48307 Sgt. Keith Weir Lt. Mark Venus Capt. M. Johnson (248) 628-2998 Sgt. Leslie Whitfield Lt. Steve Jacobs (248) 628-8043 FAX (248)437-5600/3382 Lt. Tim Willis (248) 446-1354 FAX D/Sgt. Dave See (248)537-3530 (248) 537-3520 FAX BRANDON TWP OAKLAND TWP 15 South Street 4391 Collins Road Ortonville, MI 48462 Rochester, MI 48306 Lt. Greg Glover Lt. Anthony Spencer D/Sgt. Dale Brown Sgt. Paul Workman (248) 627-4911 (248)652-4617 (248) 627-1661 FAX (248) 652-2534 FAX COMMERCE TWP ORION TWP SPRINGFIELD TWP 2401 Glengary 2525 Joslyn Road 9075 Big Lake Road Commerce Twp., MI 48390 Lake Orion, MI 48360 Columbiana Center Lt. D. Servis Lt. D. Toth Clarkston, MI 48346 Sgt. J, Wooster Sgt. Mark Buffs Sgt. Matt Baldes (248) 624-0715 / 3994 Sgt. Darrin Zehnpfennig (248) 625-8531 (248) 960-9187 FAX (248) 393-0090 (248) 625-8613 FAX (248) 393-0236 FAX HIGHLAND TWP OXFORD TWP 165 N. John St. 310 Dunlap Road Highland, MI 48357 Oxford, MI 48371 Lt. Matt Snyder Lt. Scott Patterson Sgt. Dave Bach Sgt. Frank Lenz (248) 887-6240 (248) 969-3077 / 0554 (248) 887-5910 FAX (248) 969-8964 FAX INDEPENDENCE TWP PONTIAC AVIATION UNIT OCS 6560 Citation Drive 110 East Pike Street Oakland International Airport Clarkston, MI 48346 Pontiac, MI 48342 6230 N. Service Center Lt. D. Feneley Capt. G. Miller Waterford, MI 48327 D/Sgt, Rich Cummins Lt. Andre Ewing (21464-5146) Lt. Steve Troy Sgt. Chris Miller (248) 409-7100 Sgt. Brian Bovee (248) 409-7112 FAX (248) 620-4968 (248) 620-4869 FAX Je6748 D8D116 UA VER ill 11/16/2012 AT&T and Customer Page 10 of 12 eCRM ID 1-4J7ONVN OAKLND COUNTY 52 DISTRICT COURTS 52nd District — 1" Division Court 48150 Grand River Ave (248)305-6511 52nd District - 2" Division Court 5850 Lorac Dr (248) 625-4880 52nd District - 3,d Division Court 700 Barclay Cir (248)853-5553 52nd District —4M Division Court 520 W Big Beaver Rd (248) 528-0400 OAKLAND COUNTY COMPLEX 1200 N. Telegraph Road, Pontiac, MI 48341 47W — Homeland Security 57W —Sheriff's Patrol Services 97W (Only the Sheriff's parks Unit Offices) 8E — East Annex 10E —County Jail & Sheriff Records 12E — Court Tower Complex 38E —Sheriffs Office Administrative Je6748 080116 UA VER IN 1111612012 AT&T and Customer Page 11 of 12 eCRM ID 1AJ7ONVN 7*2 Oakland County Service Center 1200 N. Telegraph Road - Pontiac, k1l (248) 858-1000 - OakGov.coor 411, F=wrT0ffkeRMIdm9 43 W Oakland Cmmtlmarke 47W HInneland Sm ty 49W JadnIuu=Ibv -Axl 51 W 0,1-hnd Ct} Cx ffit Umm 55W EasterSeaisSooen- 5'W Shniff s Pahm. Senice5 s9W RmdCppyp sumComple 63W chlldreiIs Wage Ad..itarim 9" W USA=ReserteCwff 95W Public WuL, B,.Idg 9?W F.As & Ree auonA&um,Iuxm Je6748 080116 MASTER AGREEMENT C'""• S V' aibn Perks 8 11anoatior, Admirdsirathn 97W 06W West �157W 193W campus D 51 R-dComPbx rWn Maw pontia-- Lake Rd SE E&I:,Aeem 10E Count vJaA & ShenfERmoid5 1,7 Cc Toa C=Riex 14 E W,e ,a" Fmewu= 16E cermIa Garage ISE Ads aauce A,. Il 2OF Grounds Buldug 24E D 13.Edmg 16E North Office Building 28 E hicdcai F%eatmers F.flitv 31 F Res=e Chs Center 34E Nonh Health Center 36E Ca l Authnt 39E Sle ff s Office M.=swative T shuhl's offica Adminmiratim Center Dr.E, 28E North du,� , ;W 2 34E' 3 \BE ,—% �- 14 1c1 I Sheriff ilocords 49W Q 47W 10 4,WV Executive Office Building 41W Go Oakland Schools Administration Sum M1131wo IDE East lLij Campus jl, BE X Oakland Pointe X., Eizabetk Lake Rd 0 UA VER 111 11116/2012 AT&T and Customer Page 1 of 12 eCRM ID 1-4J70NVN r0A K LD COUNTY MICHIGAN OAKLAND COUNTY EXECUTIVE DAVID COULTER PURCHASING Purchasing (248) 858-05111 purchasing@oakgov.com (Department) Buyer AMENDMENT OF CONTRACT (Contract Number] AMENDMENT [Change Order Number] AMENDMENT DATE: November 1, 2021 This AMENDMENT OF CONTRACT (hereafter this "Amendment") is made and entered into by and between the Contractor named and identified below, (hereafter "Contractor") and the COUNTY OF OAKLAND (hereafter "County") whose address is 2100 Pontiac Lake Rd, Waterford, MI 48328. CONTRACTOR [Vendor] Vendor Number: VendorNumberl ADDRESS The County and Contractor agree and acknowledge that the purpose of this Amendment is to modify as provided herein and otherwise continue the present contractual relationship between the Parties as described in the Contract with the same contract number as above. In consideration of the extension of the mutual promises, representations, assurances, agreements, and provisions in the Contract and this Amendment, the adequacy of which is acknowledged by the Parties, the County and Contractor agree to amend the Contract as follows: 1.0 The term of the Contract is continued and extended for five (5) years with a new Contract Expiration Date of October 31, 2026. 2.0 The Contract Not To Exceed ("NTE") Amount is increased by $1,750,000. The NTE Amount is changed from $800,000 to $2,550,000. 3.0 Any and all defined words or phrases in the Contract between the parties will apply equally to and throughout the amendment. 4.0 Any and all other terms and conditions set forth in the Contract between the Parties shall remain in full force and effect and shall not be modified, excepted, diminished, altered, or otherwise changed by this Amendment, except as otherwise expressly provided herein. The undersigned execute this Amendment on behalf of the County and Contractor and by doing so legally obligate and bind the County and Contractor to the terms and conditions of the Contract and this Amendment. THE CONTRACTOR: SIGN / DATE: [Vendor] AMENDMENT OF CONTRACT [Contract Number] Page t Rev 2020/09/16 COAKLANDF--�� COUNTY MICHIGAN PURCHASING THE COUNTY OF OAKLAND: xxx OAKLAND COUNTY EXECUTIVE DAVID COULTER Purchasing (248) 858-0511 ( purchasing@oakgov.com SIGN / DATE: Scott N. Guzzy, CPPO, MBA, Purchasing Administrator AMENDMENT OF CONTRACT [Contract NumbeTl Page 2 Rev 2020/09/16