HomeMy WebLinkAboutReports - 2022.12.08 - 37758
AGENDA ITEM: Interlocal Agreement Oakland Schools for Printing and Graphic Services
COMMITTEE MEETING: Board of Commissioners
DATE: Thursday, December 8, 2022 9:52 AM - Click to View Agenda
ITEM SUMMARY SHEET
DEPARTMENT SPONSORED BY
Purchasing Gwen Markham
INTRODUCTION AND BACKGROUND
The Purchasing Division has established multiple printing contracts with qualified suppliers through
a competitive bid process for as-needed departmental printing needs. Oakland Schools was
invited to participate in the printing bid and responded. Oaklands Schools has provided various
printing services to the County since 2011 with positive reviews.
Each County department's budget includes an existing printing budget to facilitate their external
printing needs and they are responsible for monitoring their expenditures. Purchasing and the
Department of Communications offers assistance and guidance as needed for their printing needs.
Oakland Schools, Corporation Counsel, and Purchasing negotiated a contract that would take
effect upon approval for a three-year period with the ability to extend two additional one-year terms.
POLICY ANALYSIS
The County and Oakland Schools entered into an agreement per Resolution #16320 dated
December 8, 2016 that is now expiring. The Agreement shall remain in effect for three (3) years
from the date of execution by both Parties. The Agreement may be renewed upon mutual consent
of the Parties for two (2) additional one (1) year terms.
BUDGET AMENDMENT REQUIRED: No
Committee members can contact Michael Andrews, Policy and Fiscal Analysis Supervisor at
248.858.5115 (office) or andrewsmb@oakgov.com, or the department contact persons listed for
additional information.
CONTACT
Scott Guzzy, Administrator Purchasing
Management & Budget
guzzys@oakgov.com
ITEM REVIEW TRACKING
Gwen Markham, Created -
AGENDA DEADLINE: 12/08/2022 11:15 AM
COMMITTEE TRACKING
2022-11-30 Finance - Recommend to Board
2022-12-08 Full Board - Approved
ATTACHMENTS
1. Oakland County Interlocal Agreement with Oakland Schools - Reviewed by Corp. Counsel
December 8, 2022
RESOLUTION #2022-2300
Interlocal Agreement Oakland Schools for Printing and Graphic Services
Sponsored By:
Gwen Markham, Commissioner
Chairperson, the Board of Commissioners recommends the following Board action:
Motion to approve the attached Contract with Oakland Schools for Printing and Graphic Services and
authorizes the Chairperson of the Board to sign the agreement, further, that there is no budget
amendment necessary for the Oakland Schools contract for printing and graphic services.
Chairperson, the following Commissioners recommend the adoption of the foregoing Board action:
Gwen Markham.
COMMITTEE TRACKING
2022-11-30 Finance - Recommend to Board
2022-12-08 Full Board - Approved
VOTE TRACKING - Board of Commissioners
Motioned by: Commissioner Penny Luebs
Seconded by: Commissioner Karen Joliat
Yes: David Woodward, Michael Gingell, Michael Spisz, Karen Joliat, Kristen Nelson, Eileen Kowall,
Christine Long, Philip Weipert, Gwen Markham, Angela Powell, Chuck Moss, Marcia Gershenson, William
Miller III, Yolanda Smith Charles, Charles Cavell, Penny Luebs, Janet Jackson, Gary McGillivray, Robert
Hoffman, Adam Kochenderfer (20)
No: None (0)
Abstain: None (0)
Absent: (0)
Passed
ATTACHMENTS
1. Oakland County Interlocal Agreement with Oakland Schools - Reviewed by Corp. Counsel
Contract Number 009994
OAKLAND COUNTY INTERLOCAL AGREEMENT
BETWEEN
OAKLAND COUNTY
AND
OAKLAND SCHOOLS
This Agreement (“Agreement”) is made and entered into between the COUNTY OF OAKLAND
(“County”), a Michigan Constitutional and Municipal Corporation, a political subdivision of the
state of Michigan, whose address is 1200 North Telegraph, Pontiac, Michigan 48341 and
Oakland Schools, a Michigan intermediate school district, whose address is 2111 Pontiac Lake
Road, Waterford, MI 48328 ("Oakland Schools"). In this Agreement, either the Municipality or
the County may also be referred to individually as a “Party” or jointly as the “Parties.”
1.Purpose of Agreement
1.1. Pursuant to the Urban Cooperation Act of 1967, 1967 PA 7, MCL 124.501, et seq.,
the County and Oakland Schools enter into this Agreement. The County desires
that Oakland Schools provide printing and graphic services to the County on an as
needed basis. The purpose of this Agreement is to delineate the responsibilities and
obligations of the Parties regarding the printing and graphic services.
1.2. In consideration of the mutual promises, obligations, representations, and assurances in
this Agreement, the Parties agree to the following:
2.Definitions
2.1.Agreement Documents mean the following documents, which this Contract includes
and incorporates:
2.1.1. Exhibit I: Financial and Scope of Services
2.2.Claim(s) means any loss; complaint; demand for relief or damages; lawsuit; cause of
action; proceeding; judgment; penalty; costs or other liability of any kind which is
imposed on, incurred by, or asserted against a Party or for which that Party may become
legally or contractually obligated to pay or defend against, whether commenced or
threatened, including, but not limited to, reimbursement for reasonable attorney fees,
mediation, facilitation, arbitration fees, witness fees, court costs, investigation
expenses, litigation expenses, or amounts paid in settlement.
2.3.County means the County of Oakland and its departments, divisions,
commissioners, elected and appointed officials, directors, board members, council
members, authorities, officers, committees, employees, agents, subcontractors,
volunteers and/or any such persons' successors.
2.4.County Agent shall be defined as any and all elected officials, appointed officials,
directors, board members, council members, commissioners, authorities, other boards,
committees, commissions, employees, third-party contractors, departments, divisions,
volunteers, representatives, and/or any such persons’ successors (whether such
persons act or acted in their personal representative or official capacities), and/or
“County Agents” shall also include any person who was a County Agent any time
during the term of this Agreement but, for any reason, is no longer employed,
appointed, or elected and serving as a County Agent.
2.5.Oakland Schools means Oakland Schools including, but not limited to, its elected and
appointed officials, , board members, superintendent, administrators, departments,
authorities, committees, employees, agents, subcontractors, volunteers or any such
person's successors.
3. Scope of Services. Printing services will be quoted by Oakland Schools and sent to the
requesting department on a per job bases for approval prior to work commencing. All costs
will be included in the quote.
4. Oakland Schools’ Responsibilities. Subject to the terms and conditions in this Agreement,
and except as otherwise provided by law, Oakland Schools shall provide those services
for the County as follows:
4.1 Oakland Schools shall provide printing and graphic services to the County ("Services")
as requested in writing by the County.
4.2 If Oakland Schools is not able to complete the requested Services or it is not practical
for Oakland Schools to complete the requested Services, then Oakland Schools shall
promptly notify the County, specifically the requesting County department and/or the
County Purchasing Division, of this fact.
4.3 Oakland Schools shall deliver or cause to be delivered the products produced
("Products") by the Services to the County department that requested the Services unless
the County requests to pick-up the Products or except as provided in the Force Majeure
Section of this Agreement.
5. County’s Responsibilities. Subject to the terms and conditions in this Agreement, and except
as otherwise provided by law, Oakland Schools shall provide those services for the
County as follows:
5.1. The County will pay for the Services within thirty (30) days of receipt of a P-Card
Charge Statement or written invoice (hereinafter collectively "Invoice") from Oakland
Schools. The fees for the Services shall be based on Oakland Schools' then current
published rates for printing and graphic services.
5.2. The Parties acknowledge that the Invoice will be paid by the County via
procurement card ("P-Card"), written check or electronic transfer of funds.
6. No Indemnification.
6.1. Each Party shall be responsible for any Claims made against that Party and for the acts
of its Employees or Agents.
6.2. In any Claim that may arise from the performance of this Agreement, each Party shall
seek its own legal representation and bear the costs associated with such representation
including any attorney fees.
6.3. Except as otherwise provided in this Agreement, neither Party shall have any right
under any legal principle to be indemnified by the other Party or any of its employees
or Agents in connection with any Claim.
6.4. Except as otherwise provided in this Agreement, this Agreement does not and is not
intended to create any third-party obligation, duty, promise, contractual right or benefit,
right to indemnification, right to subrogation or any other right in favor of any third
person or entity.
6.5. This Agreement does not, and is not intended to, impair, divest, delegate or contravene
any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty
or immunity of the Parties. Nothing in this Agreement shall be construed as a waiver
of governmental immunity for either Party.
7. No Implied Waiver. Except as otherwise expressly provided for in this Agreement:
7.1. Absent a written waiver, no act, failure, or delay by a Party to pursue or enforce any
rights or remedies under this Agreement shall constitute a waiver of those rights with
regard to any existing or subsequent breach of this Agreement.
7.2. No waiver of any term, condition, or provision of this Agreement, whether by conduct
or otherwise, in one or more instances, shall be deemed or construed as a continuing
waiver of any term, condition, or provision of this Agreement.
7.3. No waiver by either Party shall subsequently affect its right to require strict
performance of this Agreement.
8. Auditing. The County agrees that financial records and other relevant records related to
the Services will be available upon request for review or audit by Oakland Schools or
other appropriate officials.
9. Agreement Interpretation. The Parties agree that performance under this Agreement
will be conducted in compliance with all federal, Michigan, and local laws and regulations.
This Agreement is made and entered into in the County of Oakland and in the State of
Michigan. The language of all parts of this Agreement is intended to and under all
circumstances to be construed as a whole according to its fair meaning and not construed
strictly for or against any Party.
10. Effective Date And Duration Of The Agreement.
10.1. This Agreement shall commence upon signature of the Chair of the County Board of
Commissioners and Oakland Schools (“Effective Date”) and shall terminate three years
from the Effective Date.
10.2. The Parties agree that this Agreement, and/or any subsequent amendments thereto,
shall not become effective prior to the approval by the Oakland County Board of
Commissioners and the Oakland Schools. The approval and terms of this Agreement,
and/or any possible subsequent amendments thereto, shall be entered in the official
minutes and proceedings of the Oakland County Board of Commissioners and the
Oakland Schools Board of Education and shall also be filed with the office of the Clerk
of the County.
11. Independent Contractor. The Parties agree that at all times and for all purposes under the
terms of this Agreement, the Oakland Schools’ and/or any and all Oakland Schools Agents'
legal status and relationship to the County shall be that of an Independent Contractor. Except
as expressly provided herein, each Party will be solely responsible for the acts of its
own employees, agents, and servants during the term of this Agreement. No liability, right
or benefits arising out of an employer/employee relationship, either express or implied,
shall arise or accrue to either Party as a result of this Agreement.
12. Termination Or Cancellation Of Agreement. Either Party may terminate or cancel this
Agreement for any reason upon sixty (60) days written notice to the other Party. The effective
date for termination or cancellation shall be clearly stated in the notice. The Parties shall not
be obligated to pay a cancellation or termination fee, if this Agreement is cancelled or
terminated as provided herein. Notwithstanding, Oakland Schools shall be entitled to all fees
for Services requested by County and commenced by Oakland Schools before the end of the
sixty (60) days written notice.
13. Discrimination. The Parties shall not discriminate against their employees, agents,
applicants for employment, or another person or entities with respect to hire, tenure, terms,
conditions, and privileges of employment, or any matter directly or indirectly related to
employment in violation of any federal, state or local law.
14. Record Retention. The Parties agree to maintain records in accordance with state law. All
records relative to this Agreement shall be available at any reasonable time for examination
or audit by personnel authorized by the County, , Oakland Schools or law.
15. Delegation/Subcontract/Assignment. Except as otherwise provided herein, neither Party
shall delegate, subcontract, and/or assign any obligations or rights under this Agreement
without the prior written consent of the other Party.
16. Force Majeure. Each Party shall be excused from any obligations under this Agreement
during the time and to the extent that a Party is prevented from performing due to causes
beyond the Party's control, including, but not limited to, an act of God, war, fire, strike, labor
disputes, civil disturbances, reduction of power source, or any other circumstances beyond
the reasonable control of the affected Party. Reasonable notice shall be given to the other
party of any such event.
17. 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.
18. Captions. The section and subsection numbers, captions, and any index to such sections and
subsections contained in this Agreement are intended for the convenience of the reader and
are not intended to have any substantive meaning. The numbers, captions, and indexes shall
not be interpreted or be considered as part of this Agreement. Any use of the singular or
plural number, any reference to the male, female, or neuter genders, and any possessive or
non-possessive use in this Agreement shall be deemed the appropriate plurality, gender or
possession as the context requires.
19. Notices. All notices regarding this Agreement are to be in writing and delivered in person,
via electronic mail, or mailed by first class mail postage paid, by one Party to the other Party
at the Party’s respective address set forth in the preface of this Agreement. Notices which are
e-mailed shall be deemed given on the next business day after it is sent. Notices that are
mailed shall be deemed to have been given as of the second business day following the date
of mailing.
19.1. If Notice is sent to the County, it shall be addressed and sent to: 1200 North Telegraph,
Pontiac, Michigan 48341.
19.2. If Notice is sent to Oakland Schools, it shall be addressed and sent to: The
Superintendent, 2111 Pontiac Lake Rd., Waterford, MI 48328.
19.3. Either Party may change the address and/or individual to which Notice is sent by
notifying the other Party in writing of the change.
20. Governing Law. This Agreement shall be governed, interpreted, and enforced by the laws
of the State of Michigan without giving effect to its conflict of law principles.
21. Jurisdiction And Venue. Except as otherwise required by law or court rule, any action
brought to enforce, interpret, or decide any Claim(s) arising under or related to this
Agreement shall be brought in the Sixth Judicial Circuit Court of the State of Michigan, the
50th District Court of the State of Michigan, or the United States District Court for the Eastern
District of Michigan, Southern Division, as dictated by the applicable jurisdiction of the court.
Except as otherwise required by law or court rule, venue is proper in the courts set forth
above. The choice of forum set forth above shall not be deemed to preclude the enforcement
of any judgment obtained in such forum or taking action under this Agreement to enforce
such judgment in any appropriate jurisdiction.
22. Agreement Modifications Or Amendments. Any modifications, amendments, rescissions,
waivers, or releases to this Agreement must be in writing and executed by both Parties.
The Parties agree that no such modification, rescission, waiver, release or amendment of
any provision of this Agreement shall become effective against the County unless signed for
by the Oakland County Board of Commissioners. The Parties further agree that this Agreement
shall not be changed, supplemented, or amended, in any manner, except as provided for
herein, and no other act, verbal representation, document, usage or custom shall be deemed
to amend or modify this Agreement in any manner.
23. Entire Agreement. This Agreement sets forth the entire agreement between the Parties
along with the Agreement Documents. In entering into this Agreement, Oakland Schools
acknowledges that it has not relied upon any prior or contemporaneous agreement,
representation, warranty, or other statement by the County and/or any County Agent that is
not expressly set forth in this Agreement, and that any and all such possible, perceived or
prior agreements, representations, understandings, statements, negotiations, understandings
and undertakings, whether written or oral, in any way concerning or related to the subject
matter of this Agreement are fully and completely superseded by this Agreement.
23.1. If there is a contradicting term or condition in any Exhibit to this Agreement, the
Agreement controls.
23.2. It is further agreed that the terms and conditions of this Agreement are contractual and
binding and are not mere recitals. The Parties acknowledge that this Agreement
contains certain limitations and disclaimers of liability.
OAKLAND SCHOOLS:
BY: DATE:
_________________
BY: DATE:
__________________
THE COUNTY OF OAKLAND
BY: DATE:
Chairperson, Oakland County Board of Commissioners