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HomeMy WebLinkAboutResolutions - 2023.01.26 - 37855 AGENDA ITEM: Authorizing Transfer of Ownership Agreeements with the Oakland County Fire Mutual Aid Association and the City of Troy to Create a Countywide Incident Management Team 23- 17 ITEM CATEGORY: Resolution COMMITTEE MEETING: Board of Commissioners DATE: Thursday, January 26, 2023 6:21 PM - Click to View Agenda ITEM SUMMARY SHEET DEPARTMENT SPONSORED BY Emergency Management & Homeland Security Penny Luebs INTRODUCTION AND BACKGROUND An Incident Management Team (IMT) provides on-scene incident management support during incidents or events that exceed a jurisdiction's capability or capacity. These teams are generally comprised of members from various agencies and jurisdictions they serve. This team will provide: 1) If requested an incident commander in any community (large or small) in Oakland County (or potentially the region) with valuable assistance for things such as coordination of response, documentation of response and resources, logistics, planning and more. Some examples of what an IMT will assist with include: • Natural disasters such as tornadoes, ice storms, or urban flooding. • Hazardous material releases, biological or chemical incidents. • Large fires and technical rescues, including building and trench collapses. • Man-made emergencies, including active assailants, hostage situations, transportation emergencies and communication failures. 2) Pre-planning and the operation assistance/oversight of special events such as Arts Beats & Eats, Woodward Dream Cruise, Milford Days, Detroit Fire Works, and many others. 3) A critical link between the scene of a major incident and the County Emergency Operation Center (EOC). This will facilitate the direction of resources needed by incident command as well as making sure we get timely and accurate information to provide for county executive staff to make policy decisions. It will also provide the necessary documentation needed for disaster declarations to comply with state and FEMA guidelines which are necessary for cost recovery. The Oakland County IMT originally began in 2006 as an Urban Area Security Initiative (UASI) regional team including the counties of Wayne, Macomb, Washtenaw, Monroe, St. Clair, and the city of Detroit. These other communities stopped supporting the team and it became the Oakland County IMT. Since 2010, the IMT has been primarily supported and run by MABAS 3201 (Oakland County Rural Fire Chiefs Association) with equipment purchases coming from Homeland Security grants via the GAC (Grant Allocation Committee). This team has supported annual planned events such as the Woodward Dream Cruise, Milford Memories, the Detroit Fire Works and the Detroit Free Press Marathon. The team has also assisted in emergencies such as the Dundee Tornado, a trench collapse in Macomb County, and a Franks Furniture fire in Wayne. More recently, the IMT assisted at the Midland Dam Break and with Covid-19 response in Oakland County and Detroit. In August of 2018, a strategic planning session was facilitated by Wiland Associates (nationally recognized IMT trainer) with over 40 representatives from various agencies and communities including both fire chief groups (3201/3202), ems, hospitals, health care, city management and county executive staff. The consensus from this planning session was that the IMT is worth keeping as a resource for Oakland County and the recommendation was that the team be moved from being maintained and governed by MABAS 3201 to the Emergency Management Division of Oakland County. The group felt that moving the team to the HSD would lead to countywide integration by adding representatives from MABAS 3202 along with more police and DPW representation. The Emergency Management Division is looking to move the oversight of the Oakland County Incident Management Team (IMT) from MABAS 3201 to Oakland County. BUDGET AMENDMENT REQUIRED: No Committee members can contact Michael Andrews, Policy and Fiscal Analysis Supervisor at 248.425.5572 or andrewsmb@oakgov.com, or the department contact persons listed for additional information. CONTACT Thom Hardesty, Director Emergency Management & Homeland Security-APP hardestyt@oakgov.com ITEM REVIEW TRACKING Penny Luebs, Created/Initiated - 1/26/2023 David Woodward, Board of Commissioners Approved - 1/26/2023 Hilarie Chambers, Executive's Office Approved - 1/28/2023 Lisa Brown, Clerk/Register of Deeds Final Approval - 2/2/2023 AGENDA DEADLINE: 01/26/2023 7:06 PM COMMITTEE TRACKING 2023-01-17 Public Health & Safety - Recommend to Board 2023-01-26 Full Board - Adopted ATTACHMENTS 1. Transfer of Ownership Agreement_SBK_8.29.22_City of Troy 2. Appendix A 3. Transfer of Ownership Agreement_SBK_8.29.22_MABAS 3201 4. IMT Interlocal_Agreement_Template_9.15.22 (1) January 26, 2023 RESOLUTION #2022-2384 _ 23-17 Sponsored By: Penny Luebs Emergency Management & Homeland Security - Authorizing Transfer of Ownership Agreeements with the Oakland County Fire Mutual Aid Association and the City of Troy to Create a Countywide Incident Management Team Chair and Members of the Board: WHEREAS since 2010, the funding and most staffing for the Oakland County Incident Management Team (IMT) has been the responsibility of the Oakland County Fire Mutual Aid Association (Mutual Aid Box Alarm System - MABAS 3201), which cannot continue to solely fund the IMT for Oakland County; and WHEREAS MABAS 3201 has requested Oakland County Emergency Management Division to assume management responsibilities for the Oakland County Incident Management Team; and WHEREAS the purpose of the Oakland County IMT is to provide support to first responders in the event of a major disaster or emergency and coordinate resources with the Oakland County Emergency Operations Center (EOC); and WHEREAS the IMT is composed of voluntary members of various police, fire, public works, and similar backgrounds; and WHEREAS starting with the FY 2022, the county budget includes annual funding to support the IMT team and its equipment maintenance in the amount of $35,000; and WHEREAS Corporation Counsel has reviewed and approved attached transfer of ownership agreements which include the transfer of the equipment from MABAS 3201 (in Appendix A) including (1) 2010 Freightliner Command vehicle and (1) 2013 Ford F350 pickup truck from the City of Troy to Oakland County. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners hereby approves and authorizes the attached transfer of ownership agreements with the Oakland County Fire Mutual Aid Association (MABAS 3201) and the City of Troy. BE IT FURTHER RESOLVED that the Board of Commissioners hereby approves the attached template for Oakland County's governmental and non-governmental entities to become part of the Oakland County Incident Management Team. BE IT FURTHER RESOLVED that acceptance of this agreement does not obligate Oakland County to any future commitment and continuation of the agreement. Chair, the following Commissioners are sponsoring the foregoing Resolution: Penny Luebs. Date: January 26, 2023 David Woodward, Commissioner Date: January 28, 2023 Hilarie Chambers, Deputy County Executive II Date: February 02, 2023 Lisa Brown, County Clerk / Register of Deeds COMMITTEE TRACKING 2023-01-17 Public Health & Safety - Recommend to Board 2023-01-26 Full Board - Adopted VOTE TRACKING Motioned by Commissioner Robert Hoffman seconded by Commissioner Yolanda Smith Charles to adopt the attached Resolution: Authorizing Transfer of Ownership Agreeements with the Oakland County Fire Mutual Aid Association and the City of Troy to Create a Countywide Incident Management Team. Yes: David Woodward, Michael Spisz, Penny Luebs, Karen Joliat, Christine Long, Robert Hoffman, Philip Weipert, Gwen Markham, Angela Powell, Marcia Gershenson, Janet Jackson, Gary McGillivray, William Miller III, Yolanda Smith Charles, Charles Cavell, Brendan Johnson, Ajay Raman (17) No: None (0) Abstain: None (0) Absent: (0) Passed ATTACHMENTS 1. Transfer of Ownership Agreement_SBK_8.29.22_City of Troy 2. Appendix A 3. Transfer of Ownership Agreement_SBK_8.29.22_MABAS 3201 4. IMT Interlocal_Agreement_Template_9.15.22 (1) STATE OF MICHIGAN) 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 County Board of Commissioners on January 26, 2023, 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 Circuit Court at Pontiac, Michigan on Thursday, January 26, 2023. Lisa Brown, Oakland County Clerk / Register of Deeds Transfer of Ownership Agreement Page 1 TRANSFER OF OWNERSHIP AGREEMENT BETWEEN OAKLAND COUNTY AND THE CITY OF TROY This Transfer of Ownership Agreement (“Ownership Agreement”) is executed by and between the County of Oakland, 1200 North Telegraph Road, Pontiac, Michigan 48341 (“County”) and the city of Troy on 09/12/2022. In consideration of the mutual promises, obligations, representations, and assurances in this Ownership Agreement, the County and the city of Troy agree to the following terms and conditions: 1.Definitions. 1.1.Ownership Agreement means the terms and conditions of this Ownership Agreement 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 the city of Troy, as defined herein, whether such claim is brought in law or equity, tort, contract, or otherwise. 1.3.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. 1.4.Day means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. 1.5.Equipment means the equipment listed in Exhibit A that is being transferred to the County pursuant to the terms and conditions of this Ownership Agreement. 1.6.The city of Troy means the city of Troy 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. 2.Transfer of Title. The city of Troy grants, transfers, and conveys all right, title, and interest to the Equipment to the County. 3.Acceptance of Equipment. By signing this Ownership Agreement, the County accepts the Equipment in its current condition, “AS IS”. 4.City of Troy Assurances. The city of Troy represents the following: 4.1. The city of Troy has full right and title to transfer ownership of the Equipment to the County. 4.2. The city of Troy has no knowledge of any judgments, liens, mortgages, pledges, claims, rights, security, interests, encumbrances, or any other adverse interests against the Equipment. Transfer of Ownership Agreement Page 2 4.3. To the extent possible, the city of Troy transfers all warranties to the Equipment to the County. 5.County’s Responsibilities. Upon execution of this Ownership Agreement, the County shall be solely responsible for the Equipment. The County, at its sole cost, shall ensure that title to any vehicle is properly transferred to the County in accordance with state law. 6.No Third-Party Beneficiaries. Except as provided for the benefit of the Parties, this Ownership 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. 7.Discrimination. The Parties shall not discriminate against an employee or an applicant for employment in hiring, any terms and conditions of employment or matters related to employment regardless of race, color, religion, sex, sexual orientation, gender identity or expression, national origin, age, genetic information, height, weight, disability, veteran status, familial status, marital status or any other reason, that is unrelated to the person's ability to perform the duties of a particular job or position, in accordance with applicable federal and state laws. 8.Permits and Licenses. Each Party shall be responsible for obtaining and maintaining, throughout the term of this Ownership Agreement, all licenses, permits, certificates, and governmental authorizations necessary to carry out its obligations and duties pursuant to this Ownership Agreement. 9.Reservation of Rights. This Ownership 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. 10.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 Ownership Agreement shall constitute a waiver of those rights with regard to any existing or subsequent breach of this Ownership Agreement. No waiver of any term, condition, or provision of this Ownership 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 Ownership Agreement. No waiver by either Party shall subsequently affect its right to require strict performance of this Ownership Agreement. 11.Severability. If a court of competent jurisdiction finds a term, or condition, of this Ownership Agreement to be illegal or invalid, then the term, or condition, shall be deemed severed from this Ownership Agreement. All other terms, conditions, and provisions of this Ownership Agreement shall remain in full force. 12.Captions. The section and subsection numbers, captions, and any index to such sections and subsections contained in this Ownership 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 Ownership Agreement. Any use of the singular or plural number, any reference to the male, female, or neuter genders, and any possessive or nonpossessive use in this Ownership Agreement shall be deemed the appropriate plurality, gender or possession as the context requires. 13.Notices. Notices given under this Ownership 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 Transfer of Ownership Agreement Page 3 express delivery service or personal delivery; or (3) three days after mailing first class or certified U.S. mail. 13.1. If notice is sent to the County, it shall be addressed and sent to: 13.2. If notice is sent to the city of Troy, it shall be addressed and sent to: Troy Fire Department 500 W. Big Beaver Rd, Troy, MI 48084 13.3. Either Party may change the address and/or individual to which notice is sent by notifying the other Party in writing of the change. 14.Governing Law. This Ownership 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 Ownership 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. 15.Agreement Modifications or Amendments. Any modifications, amendments, recessions, waivers, or releases to this Ownership Agreement must be in writing and executed to by both Parties. 16.Entire Agreement. This Ownership Agreement represents the entire agreement and understanding between the Parties. This Ownership Agreement supersedes all other oral or written agreements between the Parties. The language of this Ownership Agreement shall be construed as a whole according to its fair meaning, and not construed strictly for or against any Party. The individual or official executing this Ownership Agreement certifies that by his or her signature that he or she is authorized to sign this Ownership Agreement and bind the County and the city of Troy to the terms and conditions herein. The County of Oakland: __________________________________ ___________________ By: David Woodward, Chairperson Date: Oakland County Board of Commissioners The City of Troy: ________________________________ ___________________ __________________________________ ___________________ By: Peter Hullinger, Fire Chief Date: City of Troy Appendix A Equipment List QTY Description QTY Description 1 Gerling Sprinter Van & Equipment 1 FORD F-350 & Equipment 1 Network Laser printer 1 Warning light package 2 Dell lattitude laptop computers 1 Harris M7200 Mobile radio 3 Rolling Desk chairs 1 Motorola XTL5000 Mobile 800Mhz 1 Esteem access point (mast mounted)1 Kenwood UHF Mobile Radio 1 2.4/4.9 GHz WAP (on mast)1 Motorola CDM1250 Mobile radio 1 42 ft pnuematic mast w air compressor* 1 CDM 1250 VHF mobile Radio 1 ACU-1000 w 10 DSP-1 & 2 DSP-2 modules 1 Onan 8 KW 120/240 VAC with trailer mounted generator 1 APC KVM W monitor and keyboard 1 Astron RM-50A Power Suply 1 2013 Ford F-350 (From Troy) 1 Bendix King VHF portable Repeater 2 Dell OptiPlex GX620 computers 1 DirectStar Satellite with iDirect 1 M7200 w/ remote control head (van) 2 M7300 700/800 MHz Open Sky (ACU) 1 Motorola Spectra 800 Mhz moble radio 1 Mast mounted IP Camera 1 Motorola Astro MPSCS control station 2 Motorola XTL 1500 UHF (ACU) 2 Motorola XTL 150 VHF (ACU) 2 motorola XTL 5000 (ACU) 1 Kenwood UHF Mobile Radio 1 Opto Electronics Explorer frequency counter 1 Uniden Bearcat scanner 1 Icom VHF Airband portable radio 3 VHF HT750s 1 Portable Tandberg Video conference unit 1 Motorola ML900 Camera server laptop 10 Honeywell six bank chargers 1 Sony ipela Video conference camera 1 Cradle Point Wireless Access Device 1 Sierra Wireless Modem - Verizon Appendix A Equipment List QTY Description QTY Description 1 Tactical Communications Trailer & Equipment 50 HT1000 NiMH Batteries 1 32 ft Portable Antenna Mast 1 Jensen Toolkit 1 50 ft mast w/ air compressor 4 Kenwood UHF Rackmount Repeaters 1 3COM Data Switch with soft case 4 Kenwood VHF Rackmount Base stations 1 SKB Road case- Netbox 21 leveling blocks 1 3COM wired data switch-Netbox 2 Middle Atlantic Racks 1 Sierra Wireless Modem- 4 Moto mesh camera battery &chargers 1 Linksys wireless access point -Netbox 4 Portable Motomesh IP cameras 2 mag mount 10 dB 700 MHz antennas 3 Motorola HT1000 Bank Chargers 1 3db Tripod VHF Antenna w/ coax 1 Motorola XTL 5000 (Console) 1 800 MHz Combiner 1 CIMT4.94-4.99 GHz 19 Antenna 1 800 MHz Filter 120 Open Sky P-5250 Cache Radios 4 800 MHz Tait Repeaters 120 P-5250 Clamshells 2 700 MHz Tait repeaters P-25 120 P-5250 Multiplier Limited Use Batteries 2 Unity gain 800 MHz antennas-mast 120 P-5250 Speaker Microphones 2 Unity Gain 450 MHz antennas-mast 252 P-5250 Honeywell Batteries 2 Unity gain 150 MHz antennas-mast 62 P7200 Harris NiMh Batteries 1 800 MHz Unity Gain Base Antenna 2 800 MHz Radio Cache Hardigg cases 2 VHF Antennas 10 Honeywell LiP 6 unit chargers 1 APC UPS 1 Portable VTAC 1 BGAN Satellite Unit 1 Transmitter/Receiver Multi Coupler 1 BGAN Pots Phone 1 Receiver Multi Coupler UHF 4 Cable Protector Tire Ramps 1 Sitecom Telephone set 1 Cisco 1800 Series switch 5 HT1000 Antennas 1 Cisco 2800 series 2 Spare Tires 2 Cisco Catelysts 2950 1 Stico Discone Antenna 30-1000 MHz 2 composite Folding Tables 71 Motorola HT-1250 UHF portables 1 Constellation Console Server 100 ht-1250 batteries 2 deluxe Tire Locking Chocks 25 HT-1250 speaker microphones 1 Dewalt Cordless Drill 7 UHF "Red" Radio Batteries 2 E Z Up Tents 18 UHF "Red" Radio Shoulder Mics 4 Folding Chairs 71 UHF "Red" Radios 3 TB 29 Laptops 1 UHF Bandpass Filter 3 USB Headsets 1 UHF Ttransmitter Combiner 1 Folding Hand Cart 36 VHF "Green" Radios 4 Gitzo Tripods 36 Green radio speaker Mics 1 26 unit Harris Bank Charger 1 Yaesu TF-7800 dual band Ham radio 1 Harris M7200 connected to console 4 Pole Mount Camera mounts 2 Heavy Duty Shelving Unit 4 Tripod inverted camera mounts 1 HP All in one fax 1 floor camera mount 1 HP Server 1 Stico VHF Temp antenna & mounts Transfer of Ownership Agreement Page 1 TRANSFER OF OWNERSHIP AGREEMENT BETWEEN OAKLAND COUNTY AND OAKLAND COUNTY FIRE MUTUAL AID ASSOCIATION This Transfer of Ownership Agreement (“Ownership Agreement”) is executed by and between the County of Oakland, 1200 North Telegraph Road, Pontiac, Michigan 48341 (“County”) and Oakland County Fire Mutual Aid Association (“MABAS 3201”) on September 21, 2022. In consideration of the mutual promises, obligations, representations, and assurances in this Ownership Agreement, the County and MABAS 3201 agree to the following terms and conditions: 1. Definitions. 1.1. Ownership Agreement means the terms and conditions of this Ownership Agreement 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 MABAS 3201, as defined herein, whether such claim is brought in law or equity, tort, contract, or otherwise. 1.3. 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. 1.4. Day means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. 1.5. Equipment means the equipment listed in Exhibit A that is being transferred to the County pursuant to the terms and conditions of this Ownership Agreement. 1.6. MABAS 3201 means the Oakland County Fire Mutual Aid Association 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. 2. Transfer of Title. MABAS 3201 grants, transfers, and conveys all right, title, and interest to the Equipment to the County. 3. Acceptance of Equipment. By signing this Ownership Agreement, the County accepts the Equipment in its current condition, “AS IS”. 4. MABAS 3201 Assurances. MABAS 3201 represents the following: 4.1. MABAS 3201 has full right and title to transfer ownership of the Equipment to the County. 4.2. MABAS 3201 has no knowledge of any judgments, liens, mortgages, pledges, claims, rights, security, interests, encumbrances, or any other adverse interests against the Equipment. Transfer of Ownership Agreement Page 2 4.3. To the extent possible, MABAS 3201 transfers all warranties to the Equipment to the County. 5. County’s Responsibilities. Upon execution of this Ownership Agreement, the County shall be solely responsible for the Equipment. The County, at its sole cost, shall ensure that title to any vehicle is properly transferred to the County in accordance with state law. 6. No Third-Party Beneficiaries. Except as provided for the benefit of the Parties, this Ownership 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. 7. Discrimination. The Parties shall not discriminate against an employee or an applicant for employment in hiring, any terms and conditions of employment or matters related to employment regardless of race, color, religion, sex, sexual orientation, gender identity or expression, national origin, age, genetic information, height, weight, disability, veteran status, familial status, marital status or any other reason, that is unrelated to the person's ability to perform the duties of a particular job or position, in accordance with applicable federal and state laws. 8. Permits and Licenses. Each Party shall be responsible for obtaining and maintaining, throughout the term of this Ownership Agreement, all licenses, permits, certificates, and governmental authorizations necessary to carry out its obligations and duties pursuant to this Ownership Agreement. 9. Reservation of Rights. This Ownership 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. 10. 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 Ownership Agreement shall constitute a waiver of those rights with regard to any existing or subsequent breach of this Ownership Agreement. No waiver of any term, condition, or provision of this Ownership 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 Ownership Agreement. No waiver by either Party shall subsequently affect its right to require strict performance of this Ownership Agreement. 11. Severability. If a court of competent jurisdiction finds a term, or condition, of this Ownership Agreement to be illegal or invalid, then the term, or condition, shall be deemed severed from this Ownership Agreement. All other terms, conditions, and provisions of this Ownership Agreement shall remain in full force. 12. Captions. The section and subsection numbers, captions, and any index to such sections and subsections contained in this Ownership 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 Ownership Agreement. Any use of the singular or plural number, any reference to the male, female, or neuter genders, and any possessive or nonpossessive use in this Ownership Agreement shall be deemed the appropriate plurality, gender or possession as the context requires. 13. Notices. Notices given under this Ownership 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 Transfer of Ownership Agreement Page 3 express delivery service or personal delivery; or (3) three days after mailing first class or certified U.S. mail. 13.1. If notice is sent to the County, it shall be addressed and sent to: 13.2. If notice is sent to MABAS 3201, it shall be addressed and sent to: MABAS Division 3201, 5967 Bedford Place, Ann Arbor, MI 48105 13.3. Either Party may change the address and/or individual to which notice is sent by notifying the other Party in writing of the change. 14. Governing Law. This Ownership 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 Ownership 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. 15. Agreement Modifications or Amendments. Any modifications, amendments, recessions, waivers, or releases to this Ownership Agreement must be in writing and executed to by both Parties. 16. Entire Agreement. This Ownership Agreement represents the entire agreement and understanding between the Parties. This Ownership Agreement supersedes all other oral or written agreements between the Parties. The language of this Ownership Agreement shall be construed as a whole according to its fair meaning, and not construed strictly for or against any Party. The individual or official executing this Ownership Agreement certifies that by his or her signature that he or she is authorized to sign this Ownership Agreement and bind the County and MABAS 3201 to the terms and conditions herein. The County of Oakland: __________________________________ ___________________ By: David Woodward, Chairperson Date: Oakland County Board of Commissioners The Oakland County Fire Mutual Aid Association: ________________________________ ___________________ __________________________________ ___________________ By: David M. Kwapis President OCFMAA Date: Page 1 of 10 OAKLAND COUNTY INCIDENT MANAGEMENT TEAM Agreement between Oakland County and [Insert Organization’s Name] This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and the [Insert Organization’s Name] located at [Organization’s Address] (“Participating Organization”). County and Participating Organization may be referred to individually as a “Party” and jointly as "Parties". PURPOSE OF AGREEMENT The County and the Participating Organization enter into this Agreement for the purpose of delineating the Parties’ roles and responsibilities for their participation in the Oakland County Incident Management Team (“OCIMT”) under the direction and supervision of the Oakland County Emergency Management Division (“Emergency Management Division”). The Parties understand that the OCIMT is an all-hazard approach to managing incidents or supporting Unified Commands with personnel trained and qualified in the National Incident Management System (“NIMS”), Incident Command System (“ICS”), and specific ICS positions. The OCIMT will provide support to an Incident Commander by performing ICS functions as required by the incident kind, type, and complexity. The goal is to work together to implement and achieve the NIMS Implementation Objectives of Command and Management at the scene of an incident/emergency, disaster, or catastrophe. 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, shall be defined, read, and interpreted as follows: a. Agreement means the terms and conditions of this Agreement and any other mutually agreed to written and executed modification, amendment, exhibit and attachment. b. Claims mean any alleged losses, claims, complaints, demands for relief or damages, lawsuits, causes of action, proceedings, judgments, deficiencies, liabilities, 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 incurred by or asserted against County or Participating Organization, or for which County or Participating Organization 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. Page 2 of 10 c. 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. d. Day means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. e. Participating Organization means [Insert Participating Organization]. f. Participating Organization Employee means any employee; officer; director; member; manager; trustee; volunteer; attorney; licensee; contractor; subcontractor; independent contractor; subsidiary; joint venture; partner or agent of the Participating Organization; and any persons acting by, through, under, or in concert with any of the above, whether acting in their personal, representative, or official capacities. Participating Organization Employee shall also include any person who was a Participating Organization Employee at any time during the term of this Agreement but, for any reason, is no longer employed, appointed, or elected in that capacity. 2. PARTICIPATING ORGANIZATION’S RESPONSIBILITIES. Subject to the terms and conditions of this Agreement and applicable changes in law, the Participating Organization shall provide at least one Participating Organization Employee for membership in the OCIMT (“Participating Member”). All costs associated with employment, including, but not limited to wages, salary, overtime, benefits, local, state and federal taxes associated with employment, and Worker’s Compensation Coverage, shall be the sole responsibility of the Participating Organization. The Participating Organization further understands and agrees that all Participating Members shall: a. Complete an application for membership and any other paperwork to be determined by the Emergency Management Division. It is within the sole discretion of the Emergency Management Division whether any Participating Organization’s Employee shall become and remain a Participating Member. Participating Organization and Participating Member understand that if accepted to serve as a member of the OCIMT, the Participating Member may be deployed for a period of up to fourteen (14) Days. The length of deployment will depend on the incident type, but the Participating Organization must anticipate the maximum duration. b. Comply with all of the OCIMT’s policies and procedures. c. Attend and successfully complete the following training: i. NIMS ICS-100, 200, 700, and 800 (pre-requisites for OCIMT membership). ii. NIMS IS-300 and 400 (pre-requisites for OCIMT membership). iii. Command and General Staff Functions for Local IMT. iv. Position specific training, which will include classroom instruction, exercises, field experience, and completion of Position Task Books. v. Any other training to be determined by the OCIMT. d. Maintain annual continuing education requirements. Page 3 of 10 e. Maintain the ability to respond, when activated, for exercise or deployment within a time frame determined by the OCIMT. f. Attend and participate in activation drills, whether deployed or not, for readiness assessment. g. Not suffer any loss of pay, rank, leave time, or opportunity by the Participating Organization while participating in any training, deployment, drill, and/or exercise required by the OCIMT. 3. PARTICIPATING ORGANIZATION’S INSURANCE REQUIREMENTS. At all times during this Agreement, the Participating Organization shall obtain and maintain insurance according to the requirements listed in Exhibit A. 4. COUNTY’S RESPONSIBILITIES. a. The County shall provide reimbursement to the Participating Organization in accordance with Section 6. b. The County shall provide the Participating Organization with a copy of the OCIMT’s policies and procedures. 5. SCOPE OF AUTHORITY. The OCIMT will provide support to an Agency having Jurisdiction (AHJ) during an incident/emergency, disaster, or catastrophe. However, the OCIMT will not take over the incident command and management from the AHJ, unless the OCIMT receives a Delegation of Authority from the AHJ. 6. REIMBURSEMENT. a. Reimbursement is not guaranteed and is contingent upon the County receiving reimbursement to pass through to the Participating Organization. b. Any reimbursement shall be consistent with the Michigan Emergency Management Act (MCL 30.401 et seq.) and any existing mutual aid agreements, including the Michigan Emergency Mutual Aid Compact (Intrastate) and/or the Emergency Management Mutual Aid Compact (Interstate). If there is a Presidential Disaster Declaration for an incident/emergency, disaster, or catastrophe and the OCIMT is deployed, then the County may seek reimbursement in accordance with Federal Emergency Management Agency reimbursement policies. c. If the Participating Organization has not executed a mutual aid agreement, then any reimbursement to the Participating Organization shall be made pursuant to the written procedures and policies established by the Director of the Emergency Management & Homeland Security Department, which may be amended from time to time in the sole discretion of the Director, upon written notice to the Participating Organization. d. All reimbursement requests shall be supported by adequate documentation, as determined by the Emergency Management Division. 7. OVERSIGHT. The Oakland County Grant Allocation Committee (“GAC”) is comprised of representatives from local response agencies, organizations, and special operations teams that Page 4 of 10 receive grant funding. GAC will provide recommendations and counsel regarding the direction and operation of the OCIMT. 8. COMPLIANCE WITH LAWS. Each Party shall comply with all federal, state, and local statutes, ordinances, regulations, administrative rules, and requirements applicable to its activities performed under this Agreement. 9. PERMITS AND LICENSES. Each Party shall be responsible for obtaining and maintaining, throughout the term of this Agreement, all licenses, permits, certificates, and governmental authorizations for its employees and/or agents necessary to perform all of its obligations under this Agreement. Upon request, a Party shall furnish copies of any permit, license, certificate, or governmental authorization to the requesting Party. 10. DURATION OF INTERLOCAL AGREEMENT. a. The Agreement and any amendments hereto shall be effective when executed by an authorized representative of both Parties. b. This Agreement shall remain in effect until cancelled or terminated by either Party pursuant to Section 13. 11. ASSURANCES. a. Responsibility for Claims. Except as otherwise provided for in this Agreement, each Party shall be responsible for any Claims made against that Party by a third party, and for its own acts and the acts of its employees, agents, and subcontractors arising under or related to this Agreement. b. Responsibility for Attorney Fees and Costs. Except as otherwise provided for in this Agreement, 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 judgments and attorney fees. c. Participating Organization Indemnification. The Participating Organization shall indemnify, defend, and hold the County harmless from all Claims, incurred or asserted against the County by any person or entity, which are alleged to have been caused directly or indirectly from the acts or omissions of the Participating Organization or its Participating Members. The County’s right to indemnification is in excess and above any insurance rights/policies required by this Agreement. d. No indemnification from the County. The Participating Organization shall have no rights against the County for Indemnification, contribution, subrogation, or any other right to be reimbursed by the County, except as expressly provided herein. e. Authorization and Completion of Agreement. 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. Page 5 of 10 12. DISCRIMINATION. The Parties shall not discriminate against an employee or an applicant for employment in hiring, any terms and conditions of employment or matters related to employment regardless of race, color, religion, sex, sexual orientation, gender identity or expression, national origin, age, genetic information, height, weight, disability, veteran status, familial status, marital status or any other reason, that is unrelated to the person's ability to perform the duties of a particular job or position, in accordance with applicable federal and state laws. 13. TERMINATION OR CANCELLATION OF AGREEMENT. a. Either Party may terminate or cancel this Agreement for any reason upon 30 Days written notice before the effective date of termination or cancellation. The effective date for termination or cancellation shall be clearly stated in the notice. b. The County may immediately terminate or cancel this Agreement or a Participating Member’s membership in the OCIMT, if the Participating Organization or Participating Member failed to comply, within the County’s discretion, with federal, state, or local law, or any requirements contained in this Agreement. The County shall incur no penalty, expense, or liability if it terminates or cancels this Agreement in accordance with this Section. 14. AGREEMENT MODIFICATION OR AMENDMENT. Any modifications, amendments, recissions, waivers, or releases to this Agreement must be in writing and agreed to by both Parties. Unless otherwise agreed, the modification, amendment, recission, waiver, or release shall be signed by the same persons who signed the Agreement or other authorized persons. 15. DELEGATION OR ASSIGNMENT. Neither Party shall delegate or assign any obligations or rights under this Agreement without the prior written consent of the other Party. 16. RESERVATION OF RIGHTS. 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. 17. NO THIRD-PARTY BENEFICIARIES. Except as provided for the benefit of the Parties, 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. 18. 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. 19. 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 Page 6 of 10 from this Agreement. All other terms, conditions, and provisions of this Agreement shall remain in full force. 20. 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, any reference to gender, and any use of the nominative, objective or possessive case in this Agreement shall be deemed the appropriate plurality, gender or possession as the context requires. 21. 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: (i) the date of actual receipt; (ii) the next business day when notice is sent express delivery service or personal delivery; or (iii) three Days after mailing first class or certified U.S. mail. a. If Notice is sent to County, it shall be addressed and sent to: __________. b. If Notice is sent to Participating Organization, it shall be addressed and sent to: [insert Participating Organization’s Address]. 22. 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. 23. SURVIVAL OF TERMS. The Parties understand and agree that all terms and conditions of this Agreement that require continued performance, compliance, or effect beyond the termination date of the Agreement shall survive such termination date and shall be enforceable in the event of a failure to perform or comply. 24. ENTIRE AGREEMENT. This Agreement represents the entire agreement and understanding between the Parties, and supersedes all other prior oral or written understandings, communications, agreements, or contracts between the Parties. The language of this Agreement shall be construed as a whole according to its fair meaning and not construed strictly for or against any Party. IN WITNESS WHEREOF, [insert name and title of Participating Organization representative] hereby acknowledges that he/she has been authorized by [insert Participating Organization] to execute this Agreement on behalf of Participating Organization and hereby accepts and binds Participating Organization to the terms and conditions of this Agreement. EXECUTED: ____________________________________ DATE: _______________ [Type text] [insert name of official, title, and name of Participating Organization] WITNESSED: ___________________________________ DATE: _______________ [insert name, title] IN W ITNESS WHEREOF, David Woodward, Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners to execute this Agreement on behalf of Oakland County, and hereby accepts and binds Oakland County to the terms and conditions of this Agreement. EXECUTED: ____________________________________ DATE: _______________ David Woodward, Chairperson Oakland County Board of Commissioners WITNESSED: ___________________________________ DATE: _______________ Oakland County Board of Commissioners County of Oakland [Type text] EXHIBIT A PARTICIPATING ORGANIZATION’S INSURANCE REQUIREMENTS During this Agreement, the Participating Organization shall provide and maintain, at their own expense, all insurance as set forth and marked below, protecting the County against any Claims, as defined in this Agreement. The insurance shall be written for not less than any minimum coverage herein specified. Limits of insurance required in no way limit the liability of the Participating Organization. Primary Coverages Commercial General Liability Occurrence Form including: (a) Premises and Operations; (b) Products and Completed Operations (including On and Off Premises Coverage); (c) Personal and Advertising Injury; (d) Broad Form Property Damage; (e) Broad Form Contractual including coverage for obligations assumed in this Agreement; $1,000,000 – Each Occurrence Limit $1,000,000 – Personal & Advertising Injury $2,000,000 – Products & Completed Operations Aggregate Limit $2,000,000 – General Aggregate Limit $ 100,000 – Damage to Premises Rented to You (formally known as Fire Legal Liability) Workers’ Compensation Insurance with limits statutorily required by any applicable Federal or State Law and Employers Liability insurance with limits of no less than $500,000 each accident, $500,000 disease each employee, and $500,000 disease policy limit. 1. ☒ Fully Insured or State approved self-insurer. 2. ☐ Sole Proprietors must submit a signed Sole Proprietor form. 3. ☐ Exempt entities, Partnerships, LLC, etc., must submit a State of Michigan form WC-337 Certificate of Exemption. Commercial Automobile Liability Insurance covering bodily injury or property damage arising out of the use of any owned, hired, or non-owned automobile with a combined single limit of $1,000,000 each accident. This requirement is waived if there are no company owned, hired or non-owned automobiles utilized in the performance of this Agreement. Commercial Umbrella/Excess Liability Insurance with minimum limits of $2,000,000 each occurrence. Umbrella or Excess Liability coverage shall be no less than following form of primary coverages or broader. This Umbrella/Excess requirement may be met by increasing the primary Commercial General Liability limits to meet the combined limit requirement. [Type text] Supplemental Coverages – As Needed 1. Professional Liability/Errors & Omissions Insurance (i.e., Consultants, Technology Vendors, Architects, Engineers, Real Estate Agents, Insurance Agents, Attorneys, etc.) with minimum limits of $1,000,000 per claim and $1,000,000 aggregate shall be required when the Participating Organization provides professional services that the County relies upon. 2. Commercial Property Insurance. The Participating Organization shall be responsible for obtaining and maintaining insurance covering their equipment and personal property against all physical damage. 3. Medical Malpractice Insurance with minimum limits of $1,000,000 per claim and $1,000,000 aggregate shall be required when medically related services are provided. 4. Other Insurance Coverages as may be dictated by the provided product/service and deemed appropriate by the County Risk Management Department. General Insurance Conditions The aforementioned insurance shall be endorsed, as applicable, and shall contain the following terms, conditions, and/or endorsements. All certificates of insurance shall provide evidence of compliance with all required terms, conditions and/or endorsements. 1. All policies of insurance shall be on a primary, non-contributory basis with any other insurance or self-insurance carried by the County. 2. The insurance company(s) issuing the policy(s) shall have no recourse against the County for subrogation (policy endorsed written waiver), premiums, deductibles, or assessments under any form. All policies shall be endorsed to provide a written waiver of subrogation in favor of the County. 3. Any and all deductibles or self-insured retentions shall be assumed by and be at the sole risk of the Participating Organization. 4. Participating Organization shall be responsible for their own property insurance for all equipment and personal property used and/or stored on County property. 5. The Commercial General Liability and Commercial Automobile Liability policies along with any required supplemental coverages shall be endorsed to name the County of Oakland and it officers, directors, employees, appointees and commissioners as additional insured where permitted by law and policy form. 6. If the Participating Organization’s insurance policies have higher limits than the minimum coverage requirements stated in this document the higher limits shall apply and in no way shall limit the overall liability assumed by the Participating Organization under contract. 7. The Participating Organization shall require its contractors or sub-contractors, not protected under the Participating Organization’s insurance policies, to procure and maintain insurance with coverages, limits, provisions, and/or clauses equal to those required in this Agreement. [Type text] 8. Certificates of insurance must be provided no less than ten (10) Business Days prior to the County’s execution of the Agreement and must bear evidence of all required terms, conditions and endorsements; and provide 30 days’ notice of cancellation/material change endorsement. 9. All insurance carriers must be licensed and approved to do business in the State of Michigan along with the Participating Organization’s state of domicile and shall have and maintain a minimum A.M. Best’s rating of A- unless otherwise approved by the County Risk Management Department.