HomeMy WebLinkAboutInterlocal Agreements - 2025.09.18 - 42633
AGENDA ITEM: Formation of the Courts & Law Enforcement Management Information System
(CLEMIS) Authority
DEPARTMENT: Executive's Office
MEETING: Board of Commissioners
DATE: Thursday, September 18, 2025 6:00 PM - Click to View Agenda
ITEM SUMMARY SHEET
COMMITTEE REPORT TO BOARD
Resolution #2025-5723 _ 25-32
Motion to adopt the attached suggested resolution.
ITEM CATEGORY SPONSORED BY
Resolution Gwen Markham
INTRODUCTION AND BACKGROUND
The Courts & Law Enforcement Management Information System (CLEMIS) is a multifaceted,
regional public safety information system, which provides mission critical technology and vital
information to governmental entities at an affordable cost and is operated, maintained, and
subsidized by the Oakland County Department of Information Technology. CLEMIS was created in
approximately 1968 to address the inability of criminal justice/public safety agencies to electronically
share data in a timely/real time manner. CLEMIS is used by approximately 250 governmental
entities across ten counties in Michigan.
The State of Michigan encourages governmental entities to share services with each other for
efficiency and cost savings. CLEMIS must be modernized to become an independent, self-
sustaining operation that continues to provide affordable and accessible solutions to governmental
entities. To accomplish these objectives a separate legal entity must be formed pursuant to State
law. Pursuant to the Urban Cooperation Act, Public Act 7 of 1967, MCL 124.501, et seq., and the
Interlocal Agreement, attached as Schedule A, Bloomfield Township, Oakland County, and White
Lake Township will form a separate legal entity.
The County Executive recommends that the Oakland County Board of Commissioners approve and
execute the attached Interlocal Agreement.
FISCAL IMPACT: Budget Amendment Attached
Committee members can contact Barbara Winter, Policy and Fiscal Analysis Supervisor at
248.821.3065 or winterb@oakgov.com or the department contact persons listed for additional
information.
CONTACT
Sean Carlson, Deputy County Executive II
ITEM REVIEW TRACKING
Aaron Snover, Board of Commissioners Created/Initiated - 9/18/2025
David Woodward, Board of Commissioners Approved - 9/18/2025
David Coulter, Executive's Office Approved - 9/19/2025
Lisa Brown, Clerk/Register of Deeds Final Approval - 9/30/2025
AGENDA DEADLINE: 09/04/2025 4:30 PM
ATTACHMENTS
1. CLEMIS Authority Position Schedule B and C
2. Resolution 25-014 CLEMIS Interlocal Agreement
3. CLEMIS Participation Agreement
4. 4897-1642-7050.10 - CLEMIS Authority Interlocal Agreement
COMMITTEE TRACKING
2025-09-10 Finance - Recommend to Board
2025-09-18 Full Board - Adopt
Motioned by: Commissioner Gwen Markham
Seconded by: Commissioner Robert Hoffman
Yes: Ann Erickson Gault, Michael Gingell, Marcia Gershenson, Robert Hoffman, Brendan
Johnson, Christine Long, Penny Luebs, Gwen Markham, William Miller III, Angela Powell, Robert
Smiley, Yolanda Smith Charles, Michael Spisz, Linnie Taylor, Philip Weipert, David Woodward
(16)
No: Charles Cavell, Kristen Nelson (2)
Abstain: None (0)
Absent: Karen Joliat (1)
Passed
September 18, 2025
RESOLUTION #2025-5723 _ 25-32
Sponsored By: Gwen Markham
Executive's Office - Formation of the Courts & Law Enforcement Management Information
System (CLEMIS) Authority
Chair and Members of the Board:
WHEREAS the Courts & Law Enforcement Management Information System (CLEMIS) is a
multifaceted, regional public safety information system, which provides mission critical technology
and vital information to governmental entities at an affordable cost and is operated, maintained, and
subsidized by the Oakland County Department of Information Technology; and
WHEREAS CLEMIS was created in approximately 1968 to address the inability of criminal
justice/public safety agencies to electronically share data in a timely/real time manner; and
WHEREAS CLEMIS is used by approximately 250 governmental entities across ten counties in
Michigan; and
WHEREAS the State of Michigan encourages governmental entities to share services with each other
for efficiency and cost savings; and
WHEREAS CLEMIS must be modernized to become an independent, self-sustaining operation that
continues to provide affordable and accessible solutions to governmental entities; and
WHEREAS to accomplish these objectives a separate legal entity must be formed pursuant to State
law; and
WHEREAS pursuant to the Urban Cooperation Act, Public Act 7 of 1967, MCL 124.501, et seq., and
the Interlocal Agreement, attached as Schedule A, Bloomfield Township, Oakland County, and White
Lake Township will form a separate legal entity; and
WHEREAS the County Executive recommends that the Oakland County Board of Commissioners
approve and execute the attached Interlocal Agreement.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners approves
the attached Interlocal Agreement and directs its Chairperson and requests the County Executive to
each execute the attached Interlocal Agreement on behalf of Oakland County and file the executed
Interlocal Agreement with the Oakland County Clerk and the Oakland County Clerk shall file the
Agreement with the Office of the Great Seal of the Michigan Secretary of State.
BE IT FURTHER RESOLVED that the Oakland County employees identified in the attached
Schedule B, shall be assigned/detailed to the new separate legal entity and retain full benefits and
rights as an Oakland County employee, as long as they remain an Oakland County employee; the full
cost of such assignment/detail of personnel to be reimbursed to Oakland County.
BE IT FURTHER RESOLVED that the Oakland County employees identified in attached Schedule C
will be transferred to the divisions set forth therein.
BE IT FURTHER RESOLVED that those Oakland County positions assigned/detailed to the new
separate legal entity, identified in Schedule B, shall be deleted if the position becomes vacant.
BE IT FURTHER RESOLVED that Oakland County shall account for the new separate legal entity
and any financial transfers to the new separate legal entity in a manner consistent with the accounting
and financial reporting standards for state and local governments established by the Government
Accounting Standards Board.
BE IT FURTHER RESOLVED that ten million dollars ($10,000,000.00) be transferred from the
Strategic Investment Plan Fund Balance (383554) to the new separate legal entity, and the transfer
shall be executed pursuant to the attached Interlocal Agreement as approved by this resolution.
Chair, the following Commissioners are sponsoring the foregoing Resolution: Gwen Markham.
Date: September 18, 2025
David Woodward, Commissioner
Date: September 19, 2025
David Coulter, Oakland County Executive
Date: September 30, 2025
Lisa Brown, County Clerk / Register of Deeds
COMMITTEE TRACKING
2025-09-10 Finance - Recommend to Board
2025-09-18 Full Board - Adopt
Motioned by Commissioner Gwen Markham seconded by Commissioner Robert Hoffman to adopt the
attached Resolution: Formation of the Courts & Law Enforcement Management Information System
(CLEMIS) Authority.
Yes: Ann Erickson Gault, Michael Gingell, Marcia Gershenson, Robert Hoffman, Brendan
Johnson, Christine Long, Penny Luebs, Gwen Markham, William Miller III, Angela Powell, Robert
Smiley, Yolanda Smith Charles, Michael Spisz, Linnie Taylor, Philip Weipert, David Woodward (16)
No: Charles Cavell, Kristen Nelson (2)
Abstain: None (0)
Absent: Karen Joliat (1)
Passed
ATTACHMENTS
1. CLEMIS Authority Position Schedule B and C
2. Resolution 25-014 CLEMIS Interlocal Agreement
3. CLEMIS Participation Agreement
4. 4897-1642-7050.10 - CLEMIS Authority Interlocal Agreement
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
September 18, 2025, 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, September 18, 2025.
Lisa Brown, Oakland County Clerk / Register of Deeds
Schedule B
IT Positions To Be Assigned to Work on Authority Projects
Pos #Location Classification
P00001957 Information Technology Clemis Public Safety CLEMIS Systems Analyst Senior
P00009232 Information Technology Clemis Public Safety CLEMIS Business Analyst-UNI
P00009234 Information Technology Clemis Public Safety CLEMIS Business Analyst
P00009582 Information Technology Clemis Public Safety CLEMIS User Support Specialist II
P00010484 Information Technology Clemis Public Safety CLEMIS Systems Analyst Senior
P00010987 Information Technology Clemis Public Safety CLEMIS User Support Specialist II
P00011397 Information Technology Application Services CLEMIS IT Application Architect
P00011882 Information Technology Clemis Public Safety CLEMIS User Support Specialist II
P00011883 Information Technology Clemis Public Safety CLEMIS Support Specialist
P00012415 Information Technology Clemis Public Safety CLEMIS Business Analyst
P00012416 Information Technology Clemis Public Safety CLEMIS User Support Specialist II
Schedule C
IT Positions To Be Deleted
Pos #Location
P00004730 Information Technology Clemis Public Safety
P00009581 Information Technology Clemis Public Safety
Classification
CLEMIS Supervisor I
CLEMIS IT Business Analyst
IT Positions To Be Deleted
INTERLOCAL AGREEMENT
This interlocal agreement is between OAKLAND COUNTY, a Michigan body corporate
organized under 1973 PA 139, as amended, MCL 45.551 to 45.573 (the “County”), the
CHARTER TOWNSHIP OF BLOOMFIELD, a Michigan body corporate organized under
The Charter Township Act, 1947 PA 359, as amended, MCL 42.1 to 42.34 (“Bloomfield
Township”), the CHARTER TOWNSHIP OF WHITE LAKE, a Michigan body corporate
organized under The Charter Township Act, 1947 PA 359, as amended, MCL 42.1 to 42.34
(“White Lake Township”), and each other “Public Agency” (as defined in section 1.1(a)(35))
that becomes a “Participant” (as defined in section 1.1(a)(29)) pursuant to this agreement.
CLEMIS System”) (as defined in section 1.1(a)(13)) to address the inability of criminal justice
and public safety agencies to electronically share data in a timely manner.
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ARTICLE 1
DEFINITIONS
Defined Terms
Act 7” means the Urban Cooperation Act of 1967, 1967 (Ex Sess) PA 7,
as amended, MCL 124.501 to 124.512.
Assumed Liabilities” means that phrase as defined in section 6.2(a)(8).
Authority” means the Courts and Law Enforcement Management
Information System (CLEMIS) Authority created as a public body
corporate and politic under section 3.1.
Authority Board” means that phrase as defined in section 4.1.
Authorizing Resolution” means that phrase as defined in section
9.1(b).
Bloomfield Township” means the Charter Township of Bloomfield, a
Michigan body corporate organized under The Charter Township Act,
1947 PA 359, as amended, MCL 42.1 to 42.34.
Budget Act” means the Uniform Budgeting and Accounting Act, 1968
PA 2, as amended, MCL 141.421 to 141.440a.
Business Day” means a day other than a Saturday, Sunday, or legal
holiday observed by the State of Michigan.
Cash and Cash Equivalents” means that phrase as defined in section
6.2(c)(1).
C.J.I.S. Act” means the C.J.I.S. Policy Act, 1974 PA 163, as amended,
MCL 28.211 to 28.215.
CLEMIS Authority” means the Courts and Law Enforcement
Management Information System (CLEMIS) Authority created as a public
body corporate and politic under section 3.1.
CLEMIS Main Services Agreement” or “CLEMIS MSA” means the
services agreement provided for in section 3.5.
CLEMIS System” means the criminal justice information system for
courts and law enforcement created by the County, operated and
maintained as “CLEMIS” by the County’s Department of Information
Technology before February 1, 2026, and transferred to and operated
and maintained by the Authority pursuant to this agreement after January
31, 2026.
Contracts” means that term as defined in section 6.2(c)(2).
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(15)“Copyrights” means that term as defined in section 6.2(c)(5)(C).
(16)“County” means Oakland County, a Michigan body corporate organized
under 1973 PA 139, as amended, MCL 45.551 to 45.573.
(17)“County I.T. Services Agreement” means that phrase as defined in
section 6.7(a).
(18)“Criminal Justice Agency" means a court or other Public Agency, or any
subunit of the court or Public Agency, that engages in the administration
of criminal justice pursuant to a law or executive order and that allocates
a substantial part of its annual budget for the administration of criminal
justice. Criminal Justice Agency includes a state or federal inspector
general office.
(19)“Effective Date” means the effective date of this agreement as provided
under section 10.1.
(20)“Executive Committee” means the executive committee of the Authority
Board created under section 4.5.
(21)“Executive Director” means the executive director of the Authority
provided for under section 4.12.
(22)“Initial Participants” includes the County, Bloomfield Township, and
White Lake Township.
(23)“Intellectual Property” means that phrase as defined in section 6.2(c)(3).
(24)“Intellectual Property Agreements” means that phrase as defined in
section 6.2(c)(4).
(25)“Intellectual Property Assets” means that phrase as defined in section
6.2(c)(5).
(26)“Nonparty Claim” means that phrase as defined in section 11.2(f)(1).
(27)“OMA” means the Open Meetings Act, 1976 PA 267, as amended, MCL
15.261 to 15.275, as defined in section 4.3.
(28)“Operations” means that term as defined in section 6.2(a)(7).
(29)“Participant” means a party to this agreement other than the Initial
Participants.
(30)“Participation Agreement” means an agreement with a Participant in the
form provided at exhibit A.
(31)“Participation Form” means that phrase as defined in section 9.1(a).
(32)“Patents” means that term as defined in section 6.2(c)(5)(A).
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(33)“Person” means an individual, corporation, limited liability company,
partnership, association, trust, or other entity or organization, including a
governmental entity.
(34)“Proceeding” means any judicial, administrative, or arbitration action,
suit, claim, investigation, or proceeding.
(35)“Public Agency” means a political subdivision of the State of Michigan or
of another state of the United States or of Canada, including a state
government; a county, city, village, township, charter township, school
district, single or multipurpose special district, or single or multipurpose
public authority; a provincial government, metropolitan government,
borough, or other political subdivision of Canada; an agency of the United
States government; or a similar entity of any other state of the United
States and of Canada. As used in this section 1.1(a)(35), agency of the
United States government includes an Indian tribe recognized by the
federal government before 2000 that exercises governmental authority
over land within the State of Michigan.
(36)“Representative” means that term as defined in section 11.2(f)(2).
(37)“Tangible Personal Property” means that phrase as defined in section
6.2(a)(6).
(38)“Trademarks” means that term as defined in section 6.2(c)(5)(B).
(39)“Trade Secrets” means that phrase as defined in section 6.2(c)(5)(G).
(40)“Transfer Agreement” means that phrase as defined in section 6.2(a).
(41)“Transfer Date” means that phrase as defined in section 6.2(a).
(42)“Transferred Assets” means that phrase as defined in section 6.2(a)(7).
(43)“White Lake Township” means the Charter Township of White Lake, a
Michigan body corporate organized under The Charter Township Act,
1947 PA 359, as amended, MCL 42.1 to 42.34.
ARTICLE 2
PURPOSE
2.1 Purpose of Agreement
The purpose of this agreement is to create and empower a public body corporate and
politic to implement the powers, privileges, and authorities of each of the parties with
respect to the subject matter of this agreement, including the operation of a public safety
management information system for court and law enforcement purposes.
2.2 Method for Exercise of Power
The Authority will exercise power under this agreement as provided in this agreement.
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2.3 Management and Direction
The Executive Committee has the responsibility, authority, and right to manage and
direct on behalf of the public the functions or services performed or exercised under this
agreement to the extent provided in this agreement.
ARTICLE 3
CREATION OF AUTHORITY
3.1 Creation of CLEMIS Authority
The Courts and Law Enforcement Management Information System (CLEMIS) Authority
is hereby created as a separate legal entity for the purpose of exercising the powers,
privileges, and authorities under this agreement and applicable law, including executing
the provisions of this agreement. The Authority is a public body corporate and politic.
The Authority may use the name “CLEMIS Authority”.
3.2 Principal Office
The principal office of the Authority will be at a location determined by the Executive
Committee.
3.3 Title to Authority Assets
Unless otherwise expressly provided in this agreement, all property of the Authority is
owned by the Authority as a separate legal entity and public body corporate and politic,
and no party has any ownership interest in property of the Authority.
3.4 Tax-Exempt Status
(a)The Authority must not be operated for profit.
(b)No part of any earnings of the Authority may inure to the benefit of a Person
other than the Initial Participants or the Participants.
(c)The parties intend that the activities of the Authority are tax exempt as
governmental functions carried out by an instrumentality or political subdivision of
government under section 115 of the Internal Revenue Code of 1986, as
amended, 26 USC 115, or any corresponding provisions of any future federal tax
code.
(d)The parties also intend that the activities of the Authority are governmental
functions carried out by a political subdivision of the State of Michigan, exempt to
the extent provided under Michigan law from taxation, including all of the
following:
(1)income taxes under the City Income Tax Act, 1964 PA 284, as amended,
MCL 141.501 to 141.787;
(2)sales taxes under the General Sales Tax Act, 1933 PA 167, as amended,
MCL 205.51 to 205.78;
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(3)use taxes under the Use Tax Act, 1937 PA 94, as amended, MCL 205.91
to 205.111;
(4)income taxes under the Income Tax Act of 1967, 1967 PA 281, as
amended, MCL 206.1 to 206.847; and
(5)property taxes under The General Property Tax Act, 1893 PA 206, as
amended, MCL 211.1 to 211.155.
3.5 CLEMIS Main Services Agreement
After January 31, 2026, each party also must be a party to a CLEMIS Main Services
Agreement (“CLEMIS MSA”) between the party and the Authority relating to the use of
the CLEMIS System by that party. The Authority may enter into a CLEMIS MSA with a
Public Agency that is not an Initial Participant or a Participant.
3.6 Statements of Fact
(a)Each party states that it has taken all action and secured all approvals required
to permit the party to enter into this agreement.
(b)Each party states that the individual signing this agreement on behalf of the party
has the legal authority to sign this agreement and to bind the party to the terms of
this agreement.
(c)The verb used to introduce a statement of fact in this agreement is not intended
to affect the remedies available for inaccuracy of that statement of fact.
ARTICLE 4
GOVERNANCE
4.1 Authority Board
(a)A board is created for the Authority (the “Authority Board”) as required by
section 7(1) of Act 7, MCL 124.507(1). The Authority Board includes all of the
following members:
(1)one member appointed by the governing body of the County;
(2)one member appointed by the governing body of Bloomfield Township;
(3)one member appointed by the governing body of White Lake Township;
(4)one member appointed by the governing body of each Participant;
(5)one member appointed by the county executive of the County (the
“County Executive”) who is an employee or officer of the County;
(6)one member appointed by the County Executive who is an employee or
officer of the Office of the Oakland County Sheriff; and
(7)15 other members appointed by the County Executive.
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(b)All of the following apply to a member of the Authority Board appointed under
section 4.1(a):
(1)each member must be appointed for a term of four years unless the
member is being appointed to fill a vacancy caused for a reason other
than the expiration of a term;
(2)a member may be removed from the Authority Board at the will of the
appointing authority for the member;
(3)a vacancy caused for a reason other than the expiration of a term must
be filled by the appointing authority for the vacating member for the
remainder of the vacating member’s unexpired term; and
(4)a member may continue to serve after the expiration of the member’s
term until a successor is appointed and qualified.
(c)Before entering upon the duties as a member of the Authority Board, each
member of the Authority Board must take and subscribe to the oath of office
required by section 1 of article 11 of the Michigan Constitution of 1963. A copy of
each oath of office must be filed with the clerk of the County.
(d)An appointing authority under section 4.1(a) shall notify the Executive Committee
of any appointments made under section 4.1(a).
4.2 Authority Board Powers
The Authority Board shall review the annual audit of the Authority, may evaluate the
performance of the Authority, and shall, if required by law, review acts of the Executive
Committee. The Authority Board may advise the Executive Committee on all matters
relating to the Authority, including the Authority’s budget and amendments to this
agreement.
4.3 Authority Board Meetings
The County Executive shall convene the initial meeting of the Authority Board. The
Authority Board shall hold at least one annual meeting at the place, date, and time
determined by the Authority Board. Meetings of the Authority Board must comply with
the Open Meetings Act, 1976 PA 267, as amended, MCL 15.261 to 15.275 (the “OMA”).
Public notice of the time, date, and place of Authority Board meetings must be provided
in the manner required by the OMA.
4.4 Authority Board Quorum and Voting
A majority of the members of the Authority Board then in office will constitute a quorum
for the transaction of Authority Board business. The Authority Board shall act by a
majority vote of the members appointed and serving at the time of the vote. Members of
the Authority Board shall not engage in proxy voting.
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4.5 Executive Committee
(a)An executive committee of the Authority Board (the “Executive Committee”) is
hereby created.
(b)The Executive Committee consists of the following nine members of the Authority
Board:
(1)the member of the Authority Board appointed by the County Executive
under section 4.1(a)(5); and
(2)eight members appointed by the County Executive, including all of the
following:
(A)two members of the Authority Board representing cities,
townships, or villages;
(B)one member of the Authority Board representing counties; and
(C)five members of the Authority Board representing other Public
Agencies.
(c)The initial terms of office of the members of the Executive Committee appointed
under section 4.5(b)(2) will be as follows:
(1)two members appointed for a term of four years;
(2)two members appointed for a term of three years;
(3)two members appointed for a term of two years; and
(4)two members appointed for a term of one year.
(d)After the initial terms under section 4.5(b)(2), subsequent appointments of
members of the Executive Committee appointed under section 4.5(b)(2) will be
for terms of four years. The County Executive shall fill a vacancy on the
Executive Committee caused other than by expiration of a term in the same
manner as the original appointment under section 4.5(b)(2) for the balance of the
unexpired term.
(e)A member of the Executive Committee may continue to serve after the expiration
of the member’s term until a successor is appointed and qualified.
(f)To serve as a member of the Executive Committee, a person must be a member
of the Authority Board.
(g)Before entering upon the duties as a member of the Executive Committee, each
member of the Executive Committee must take and subscribe to the oath of
office required by section 1 of article 11 of the Michigan Constitution of 1963. A
copy of each oath of office must be filed with the clerk of the County.
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4.6 Executive Committee Powers
Except as otherwise provided in section 4.2, the Executive Committee shall exercise the
powers of the Authority. The Executive Committee shall appoint the Executive Director
of the Authority. The Executive Committee has the power to manage and direct on
behalf of the public the functions or services performed under this agreement. The
Executive Committee is responsible for compliance by the Authority with rules and
procedures applicable to the Authority under the C.J.I.S. Act.
4.7 Executive Committee Meetings
The member of the Executive Committee described in section 4.5(b)(1) shall convene
the initial meeting of the Executive Committee and shall serve as chairperson of the
Executive Committee. The Executive Committee shall meet regularly at the place, date,
and time as the Executive Committee determines, but not less than quarterly. Meetings
of the Executive Committee must comply with the OMA. Public notice of the time, date,
and place of Executive Committee meetings must be given in the manner required by
the OMA.
4.8 Executive Committee Quorum and Voting
A majority of the members of the Executive Committee then in office constitutes a
quorum for the transaction of business. The Executive Committee shall act by a majority
vote of its members. Members of the Executive Committee shall not engage in proxy
voting.
4.9 Bylaws
The Executive Committee may adopt bylaws consistent with this agreement and
applicable law governing the activities of the Executive Committee.
4.10 Committees
(a)The Executive Committee shall establish a Finance Committee as an advisory
body consisting of members of the Authority Board to advise the Executive
Committee not less than once per year on fees and other charges sufficient to
pay the expenses of the CLEMIS System and the Authority.
(b)The Executive Committee may establish other committees consisting of
members of the Authority Board to advise the Executive Committee on matters
relating to the Authority and this agreement.
4.11 Advisory Groups
The Executive Committee may establish advisory groups consisting of individuals
representing parties to this agreement and persons or entities to which the Authority
provides services to advise the Executive Committee on matters relating to the Authority,
including a user advisory group.
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4.12 Executive Director
The Executive Committee shall appoint the chief executive officer of the Authority (the
“Executive Director”). The Executive Director shall administer all programs, funds,
personnel, contracts, and all other administrative functions of the Authority, subject to
oversight of the Executive Committee. The Executive Director shall receive
compensation as determined by the Executive Committee. All terms and conditions of
the Executive Director’s employment, including length of service, must be specified in a
written contract between the Executive Director and the Authority. The Executive
Director will serve at the pleasure of the Executive Committee, and the Executive
Committee may remove or discharge the Executive Director by a vote of at least a
majority of the members of the Executive Committee.
4.13 Fiduciary Duty
The members of the Authority Board, the Executive Committee, and the Executive
Director are under a fiduciary duty to conduct the activities and affairs of the Authority in
the best interests of the Authority, including the safekeeping and use of all Authority
money and other Authority assets for the benefit of the Authority. The members of the
Authority Board, the Executive Committee, and the Executive Director shall discharge
this duty in good faith, with the care an ordinarily prudent individual in a like position
would exercise under similar circumstances.
4.14 Compensation
The members of the Authority Board and the Executive Committee will receive no
compensation for the performance of their duties. A member of the Authority Board or
the Executive Committee may engage in private or public employment, or in a profession
or business. Members of the Authority Board and the Executive Committee may be
reimbursed by the Authority for expenses incurred (such as travel and meals) relating to
the performance of official duties of the Authority.
4.15 Ethics and Conflicts of Interest
The Executive Committee shall adopt ethics policies governing the conduct of Authority
Board members, the Executive Committee, and the officers and employees of the
Authority. The policies must be no less stringent than those provided for public officers
and employees under 1973 PA 196, as amended, MCL 15.341 to 15.348. Members of
the Authority Board, the Executive Committee, and the officers and employees of the
Authority will be deemed to be public servants under 1968 PA 317, as amended, MCL
15.321 to 15.330, and are subject to any other applicable laws with respect to conflicts of
interest. The Executive Committee shall establish policies and procedures requiring
disclosure of relationships that may give rise to conflicts of interest.
4.16 Fees and Charges
The Executive Committee shall establish fees and other charges sufficient with other
resources to pay the expenses of the CLEMIS System and the Authority. When
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establishing fees and other charges, the Executive Committee shall consider any
recommendation from the Finance Committee required by section 4.10(a).
ARTICLE 5
POWERS OF AUTHORITY
5.1 General Powers
(a)In carrying out its purposes and otherwise executing this agreement, the
Authority may perform, or perform with any Person, as applicable, any power,
privilege, or authority that the parties share in common and that each might
exercise separately to the fullest extent permitted by Act 7 and other applicable
law. The enumeration of a power in this agreement is not a limitation upon the
powers of the Authority.
(b)Among other things, the Authority may do all of the following:
(1)make or enter into contracts;
(2)employ agencies or employees;
(3)acquire, construct, manage, maintain, or operate buildings, works, or
improvements;
(4)acquire, own, hold, operate, maintain, lease, or sell real or personal
property and dispose of, divide, or distribute any property;
(5)incur debts, liabilities, or obligations that, except as expressly authorized
by the parties, do not constitute the debts, liabilities, or obligations of any
of the parties;
(6)cooperate with a Public Agency or an agency or instrumentality of the
Public Agency;
(7)make loans from the proceeds of gifts, grants, assistance funds, or
bequests in order to further its purposes;
(8)form other entities necessary to further the purposes of this agreement;
and
(9)sue and be sued in the name of the Authority.
(c)The Authority may not bind a party to this agreement, unless otherwise agreed to
by the party.
(d)The Authority may not levy a tax.
5.2 Additional Powers
(a)The Authority also may do all of the following:
(1)employ, engage, compensate, transfer, or discharge necessary
personnel, subject to the provisions of applicable law;
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(2)fix and collect charges, rates, rents, fees, loan repayments, loan interest
rates, or other charges on loans;
(3)promulgate necessary rules and provide for their enforcement by or with
the assistance of the parties to accomplish the purposes of this
agreement;
(4)accept gifts, grants, assistance funds, or bequests and use the same for
the purposes of this agreement;
(5)apply for and accept grants, loans, or contributions from any source and
secure grants, loans, or other contributions;
(6)make claims for federal or state aid payable to a party on account of the
execution of this agreement, with the consent of the party;
(7)determine the manner of responding for any liabilities that might be
incurred through performance of the Agreement and insure against any
such liability;
(8)adjudicate disputes or disagreements, the effects of failure of the parties
to pay their shares of the costs and expenses agreed to by the parties,
and the rights of the other parties in such cases;
(9)engage auditors to perform independent audits of the financial statements
of the Authority;
(10)invest surplus funds or proceeds of grants, gifts, or bequests and adopt
an investment policy in connection therewith;
(11)employ legal, financial, and technical experts, other officers, agents, or
employees, and accept voluntary provision of such services and functions
from donor individuals and entities;
(12)study, develop, and prepare reports or plans the Authority considers
necessary to further the purposes of this agreement and to monitor and
evaluate performance under this agreement; and
(13)indemnify, as permitted by law, and procure insurance indemnifying any
members of the Authority Board, Executive Committee, or officers or
employees of the Authority from personal loss or accountability from
liability asserted by any Person for any acts or omissions of the Authority.
(b)The Authority may enter into agreements, contracts, or arrangements with a
Public Agency or other Person necessary or appropriate to assist the Authority in
carrying out its duties and functions.
(c)The Authority may accept gifts, grants, bequests, and other donations for use in
performing the Authority’s functions. Money or property accepted must be used
as directed by the donor in accordance with applicable law, rules, and
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procedures. The Authority may receive local, state, and federal funds to
accomplish its purposes.
(d)The Authority may form and own other legal entities to further the purposes of
this agreement. The Authority may cooperate with a Public Agency, an
instrumentality of that Public Agency, or other legal or administrative entities
created under Act 7.
5.3 Bonds or Notes; Limitation
(a)The Authority shall not issue any type of bond in its own name, except as
provided in this section 5.3, or in any way indebt a party except as expressly
authorized by that party.
(b)The Authority may borrow money and issue bonds or notes in its name for local
public improvements or for economic development purposes, but the Authority
must not borrow money or issue bonds or notes for an amount that, together with
the total outstanding bonded indebtedness of the Authority, exceeds 2 mills of
the taxable value of the taxable property within the geographic areas of the
parties as determined under section 27a of The General Property Tax Act, as
amended, 1893 PA 206, MCL 211.27a, unless otherwise authorized by Act 7.
(c)Bonds or notes issued by the Authority are the debt of the Authority and not of
the parties.
(d)Bonds or notes issued by the Authority are for an essential public and
governmental purpose. Pursuant to section 7(7) of Act 7, MCL 124.507(7), bonds
or notes, together with the interest on the bonds or notes and income from the
bonds or notes, are exempt from all taxes.
(e)Bonds or notes issued by the Authority are subject to the Revised Municipal
Finance Act, 2001 PA 34, as amended, MCL 141.2101 to 141.2821.
5.4 Criminal Justice Agency
(a)The Authority may exercise the powers, privileges, and authorities of a Criminal
Justice Agency. The Authority is hereby designated to perform criminal justice
functions and authorized to perform the administration of criminal justice.
(b)The Authority shall comply with applicable state and federal laws relating to
criminal justice information, including the C.J.I.S. Policy Act, 1974 PA 163, as
amended, MCL 28.211 to 28.215 )(the “C.J.I.S. Act”), and applicable provisions
of the state administrative rules promulgated pursuant to the C.J.I.S. Act.
(c)To the extent permitted by applicable law, the Authority may obtain an originating
agency identifier (ORI) assignment from the Criminal Justice Information
Services Division of the Federal Bureau of Investigation.
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5.5 Limitation on Political Activity
The Authority shall not spend any public funds on political activities. This section 5.5 is
not intended to prohibit the Authority from engaging in activities permitted under the
Michigan Campaign Finance Act, 1976 PA 388, as amended, MCL 169.201 to 169.282.
5.6 Name of Authority and System
The Executive Committee may change the name of the Authority and the name used for
the CLEMIS System. The Executive Committee shall notify each party to this agreement
of a name change under this section 5.6. A name change under this section 5.6 is
effective upon a date provided by the Executive Committee after notice required by this
section is provided.
ARTICLE 6
CONTRIBUTIONS BY COUNTY
6.1 Startup Advance
Not less than 10 Business Days after the Effective Date, the County shall transfer to the
Authority $250,000.00 for the initial startup costs of the Authority.
6.2 Transfer of CLEMIS System Assets to Authority
(a)Subject to section 6.2(b), effective February 1, 2026 (the “Transfer Date”), the
County shall transfer to the Authority all of the following both owned by the
County and relating to the CLEMIS System, as provided in a transfer agreement
between the County and the Authority entered into before the Transfer Date (the
“Transfer Agreement”):
(1)Cash and Cash Equivalents, including money relating to the CLEMIS
System in County internal fund numbers FND53500 (CLEMIS) and
FND53100 (Fire Records Management);
(2)accounts or notes receivable owned by the County, and any security,
claim, remedy, or other right related to each such account or note
receivable;
(3)inventory, finished goods, raw materials, work in progress, packaging,
supplies, parts, and other inventories (including consumables);
(4)Contracts;
(5)Intellectual Property Assets;
(6)furniture, fixtures, equipment, machinery, tools, vehicles, office
equipment, supplies, computers, telephones, and other tangible personal
property (the “Tangible Personal Property”);
(7)any permits or licenses issued by a governmental authority held by the
County and required for the conduct of the operations of the CLEMIS
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System (the “Operations”) or for the ownership and use of the assets
transferred under the Transfer Agreement (“Transferred Assets”);
(8)any rights to any actions of any nature available to or being pursued by
the County to the extent related to the Operations, the Transferred
Assets, or liabilities assumed by the Authority under the Transfer
Agreement (the “Assumed Liabilities”), whether arising by way of
counterclaim or otherwise;
(9)any prepaid expenses, credits, advance payments, claims, security,
refunds, rights of recovery, rights of set-off, rights of recoupment,
deposits, charges, and fees;
(10)any of the County’s rights under warranties, indemnities, and all similar
rights against other Persons to the extent related to any assets
transferred under the Transfer Agreement;
(11)any insurance benefits, including rights and proceeds, arising from or
relating to the Operations, the Transferred Assets, or the Assumed
Liabilities;
(12)copies of any records, including books of account, ledgers, and general,
financial, and accounting records, CLEMIS System user lists, user
purchase histories, user agreements, supplier lists, quality control records
and procedures, user complaints and inquiry files, research and
development files, records and data, strategic plans, internal financial
statements, marketing and promotional surveys, material and research,
and files relating to the Intellectual Property Assets and the Intellectual
Property Agreements; and
(13)the goodwill and the going concern value of the Operations.
(b)The Transfer Agreement may designate assets retained by the County and not
transferred to the Authority.
(c)For purposes of this section 6.2, the following definitions apply:
(1)“Cash and Cash Equivalents” means any cash and cash equivalents
(including commercial paper, certificates of deposit, and other bank
deposits, treasury bills, short-term investments, and all other marketable
securities), investment accounts, and other similar cash items, less
uncleared checks, wires, automated clearinghouse (ACH) settlements,
and drafts.
(2)“Contracts” means any contracts, licenses, instruments, notes,
commitments, undertakings, joint ventures, donation agreements, and
any other agreements, commitments, and legally binding arrangements,
whether written or oral, including any legally binding amendments to the
preceding.
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(3)“Intellectual Property” means Intellectual Property both owned by the
County and used or held for use in the conduct of the operations of the
CLEMIS System as currently conducted or proposed to be conducted,
and all (A) royalties, fees, income, payments, and other proceeds now or
later due or payable to the County relating to the Intellectual Property,
and (B) claims and causes of action relating to the Intellectual Property,
whether accruing before, on, or after the Transfer Date, including any
rights to and claims for damages, restitution, and injunctive and other
legal or equitable relief for past, present, or future infringement,
misappropriation, or other violation of applicable law.
(4)“Intellectual Property Agreements” means any license, sublicense,
consent to use agreement, settlement, coexistence agreement, covenant
not to sue, waiver, release, permission, or other agreement, written or
oral, relating to Intellectual Property that is used or held for use in the
conduct of the Operations as currently conducted or proposed to be
conducted to which the County is a party, beneficiary, or otherwise
bound.
(5)“Intellectual Property Assets” means any rights in, arising out of, or
associated with any of the following in any jurisdiction:
(A)issued patents and patent applications (whether provisional or
non-provisional), including divisional, continuations, continuations-
in-part, substitutions, reissues, reexaminations, extensions, or
restorations of any of the preceding and other government issued
indicia of invention ownership (including certificates of invention,
petty patents, and patent utility models) (“Patents”);
(B)trademarks, service marks, brands, certification marks, logos,
trade dress, trade names, and other similar indicia of source or
origin, and the goodwill connected with the use of and symbolized
by, and all registrations, applications for registration, and renewals
of, any of the foregoing (“Trademarks”);
(C)copyrights and works of authorship, whether or not copyrightable,
and all registrations, applications for registration, and renewals of
any of the preceding (“Copyrights”);
(D)internet domain names (including “clemis.org”) and social media
accounts or user names (including handles), whether or not
Trademarks, any associated web addresses, URLs, websites and
web pages, social media sites, and pages, and any content and
data on or relating to the websites and web pages, social media
sites, and pages, whether or not Copyrights;
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(E)mask works, and any registrations, applications for registration,
and renewals of the registrations or applications for registration;
(F)industrial designs, and all Patents, registrations, applications for
registration, and renewals;
(G)trade secrets, know-how, inventions (whether or not patentable),
discoveries, improvements, Technology, business and technical
information, databases, data compilations and collections, tools,
methods, processes, techniques, and other confidential and
proprietary information and any related rights (“Trade Secrets”);
(H)computer programs, operating systems, applications, firmware,
and other code, including all source code, object code, application
programming interfaces, data files, databases, protocols,
specifications, and other related documentation;
(I)rights of publicity; and
(J)any other intellectual or industrial property and proprietary rights.
6.3 Other Assets
On the Transfer Date, in addition to other assets transferred by the County to the
Authority, the County shall transfer $9,750,000.00 to the Authority.
6.4 Liabilities and Contingencies
On the Transfer Date, the County shall transfer to the Authority and the Authority shall
assume the liabilities and contingencies of the County relating to the CLEMIS System as
detailed in the Transfer Agreement.
6.5 County Property and Facilities
Beginning on the Transfer Date, and continuing through September 30, 2027, the
County shall provide the Authority with the use of County facilities and property needed
for the operation of the CLEMIS System by the Authority as provided in the Transfer
Agreement, including a separately executed lease agreement. The Authority may enter
into agreements with the County for the use of County property and facilities effective
after September 30, 2027.
6.6 County Telecommunications and Network Equipment and Services
Beginning on the Transfer Date and continuing through September 30, 2027, the County
shall provide the Authority with the use of the County telecommunications and network
equipment and services as provided in the Transfer Agreement. The Authority may enter
into agreements with the County for the use of County telecommunications and network
equipment effective after September 30, 2027.
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6.7 County I.T. Services Agreements
(a)By October 3, 2025, the County shall notify each Public Agency that is a party to
an agreement for information technology services with the County providing the
Public Agency with access to the CLEMIS System (each a “County I.T. Services
Agreement”) of the cancellation of the County I.T. Services Agreement by the
County effective February 1, 2026.
(b)When providing notice to a Public Agency under section 6.7(a), the County shall
provide the Public Agency with information provided by the Authority regarding
the transfers provided under this agreement and instructions on how the Public
Agency may enter into an agreement with the CLEMIS Authority for continued
access to the CLEMIS System after January 31, 2026.
(c)If the County enters into a County I.T. Services Agreement after the Effective
Date, the County I.T. Services Agreement must provide for the termination of the
County I.T. Services Agreement effective February 1, 2026.
(d)The County and the Authority may enter into agreements and execute other
documents necessary to effectuate this section 6.7.
6.8 Other Revenue
After January 31, 2026, the County shall transfer to the Authority money paid to the
County and attributable to the CLEMIS System. A transfer under this section 6.8 must be
paid to the Authority within 15 Business Days after the end of the month in which money
is paid to the County.
6.9 Nonparty Consents
To the extent that the County’s rights under any agreement or permit that is a
Transferred Asset under the Transfer Agreement, or any other Transferred Asset under
the Transfer Agreement, may not be assigned to the Authority without the consent of
another Person, and the consent has not been obtained as of the Transfer Date, it is the
intent of the parties that this Agreement not be construed to assign the Transferred
Asset to the Authority if the attempted assignment would constitute a breach of the
agreement or permit or be unlawful, and the County shall use reasonable efforts to
obtain any required consent as promptly as possible. If any consent is not obtained or if
any attempted assignment would be ineffective or would impair the Authority’s rights
under the Transferred Asset in question, so that the Authority would not effectively
acquire the benefit of the rights relating to the Transferred Asset, the County, to the
extent permitted by applicable law and the Transferred Asset, shall act after the Transfer
Date as the Authority’s agent to obtain for the Authority the benefits under the
Transferred Asset and shall cooperate to the extent permitted by applicable law and the
Transferred Asset in any other reasonable arrangement designed to provide the benefits
to the Authority.
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ARTICLE 7
EMPLOYEES
Employer of Personnel
Transfer of County Employees
Authority Records
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(c)The Authority shall make the records of the Authority available to the parties.
(d)The records and documents of the Authority must be maintained until termination
of this agreement. Upon termination of this agreement, the records and
documents of the Authority must be transmitted to the County.
8.2 Freedom of Information Act
The Authority shall comply with the Freedom of Information Act, 1976 PA 442, as
amended, MCL 15.231 to 15.246.
8.3 Uniform Budgeting and Accounting Act
(a)The Authority shall be subject to and comply with the Uniform Budgeting and
Accounting Act, 1968 PA 2, as amended, MCL 141.421 to 141.440a.
(b)Unless otherwise designated by the Executive Committee, the Executive Director
shall serve as the chief administrative officer of the Authority for purposes of the
Budget Act.
(c)The Executive Committee shall prepare all budgets and budget amendments and
the Executive Committee shall approve all budgets and budget amendments for
the Authority for each fiscal year of the Authority.
8.4 Financial Statements and Reports
(a)The Authority shall prepare, or cause to be prepared, at the Authority’s expense,
audited financial statements (balance sheet, statement of revenue and expenses,
statement of cash flows, and changes in fund balance) on an annual basis.
(b)The audited financial statements must be prepared in accordance with generally
accepted accounting principles and accompanied by a written opinion of an
independent certified public accounting firm.
(c)A copy of the annual financial statement and report must be filed with the
Michigan Department of Treasury and the Authority shall make a copy available
to the Authority Board, the Executive Committee, and each of the parties.
8.5 Deposits and Investments
The Authority shall deposit and invest money of the Authority not otherwise employed in
carrying out the purposes of the Authority in accordance with an investment policy
adopted by the Executive Committee that is consistent with applicable law.
8.6 Disbursements
Disbursements of money of the Authority must be in accordance with the budget for the
Authority adopted by the Executive Committee, consistent with any guidelines or
disbursement policies established by the Executive Committee, and in accordance with
applicable law.
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8.7 Audits
(a)The Executive Committee may establish a dedicated audit committee for the
purpose of overseeing the accounting and financial reporting processes of the
Authority and audits of its financial statements and making recommendations to
the Authority Board on approval of the annual audit.
(b)If an audit committee is established, the Executive Committee shall establish
specific duties and obligations for the audit committee and standards and
qualifications for membership of that committee.
(c)The Executive Committee may require at least one member of an audit
committee to be specifically knowledgeable about financial reports.
ARTICLE 9
ADMISSION OF PARTICIPANTS
9.1 Admission Procedure
(a)After the Effective Date, a Public Agency may become a Participant by
submitting to the Authority a participation agreement signed by the Public Agency
in the form included at exhibit A (a “Participation Form”) in a manner consistent
with this section 9.1 and any procedures adopted by the Executive Committee.
(b)A Participation Form must be accompanied by a resolution of the governing body
of the Public Agency in substantially the form provided at exhibit B (the
“Authorizing Resolution”).
(c)A Participation Form also must be accompanied by a CLEMIS MSA signed by
the Public Agency.
(d)The Executive Director may approve or deny a request from a Public Agency to
become a Participant. If the Executive Director approves the request from the
Public Agency, the Executive Director shall sign the Participation Form and the
CLEMIS MSA submitted by the Public Agency and transmit a signed copy of the
Participation Form and the CLEMIS MSA to the Public Agency.
(e)A Public Agency approved under section 9.1(d) shall do both of the following:
(1)File a copy of (A) the Participation Form signed by the Public Agency and
the Authority, (B) a copy of the Authorizing Resolution for the Public
Agency, and (C) this agreement with the county clerk of each county in
which the Public Agency is located; and
(2)Notify the Authority of the Public Agency’s compliance with section
9.1(e)(1).
(f)After notification under section 9.1(e)(2), the Authority shall file a copy of (A) the
Participation Form signed by the Public Agency and the Authority, (B) a copy of
the Authorizing Resolution for the Public Agency, and (C) this agreement with the
clerk of the County.
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(g)If the Executive Director does not approve a request from a Public Agency under
this section 9.1, the Public Agency is not a Participant.
9.2 Admission Date
The effective date of admission of a Participant is the day on which sections 9.1(e) and
9.1(f) are complied with for the Participant.
9.3 Admission not an Amendment
The admission of an additional Participant is not otherwise an amendment to this
agreement.
ARTICLE 10
TERM, DURATION, WITHDRAWAL, AND TERMINATION
10.1 Effective Date
(a)This agreement is effective beginning on the day (the “Effective Date”) that all of
the following are satisfied:
(1)this agreement is approved by the township board of Bloomfield
Township;
(2)this agreement is approved by the township board of White Lake
Township;
(3)this agreement is approved by the board of commissioners of the County;
(4)this agreement is signed by the supervisor of Bloomfield Township;
(5)this agreement is signed by the supervisor of White Lake Township;
(6)this agreement is signed by the County Executive;
(7)a copy of this agreement is filed with the clerk of the County; and
(8)a copy of this agreement is filed with the Secretary of State.
10.2 Term
(a)This agreement is effective beginning on the Effective Date and continues for an
initial term of 15 years (the “Initial Term”).
(b)After the Initial Term, the agreement is extended in five-year increments unless
not extended by joint action of the parties.
(c)The term of this agreement also ends upon one or more of the following:
(1)withdrawal by all parties under sections 10.3 and 10.4;
(2)withdrawal by the County under section 10.3;
(3)withdrawal by all Initial Participants and Participants under section 10.4;
or
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(4)the Transfer Agreement is not approved and effective before February 1,
2026.
10.3 Withdrawal by County
The County may withdraw as a party to this agreement upon 18 months’ notice of its
withdrawal to the Authority. The Authority by the vote of at least three-fourths of the
serving members of the Executive Committee may waive the notice period under this
section 10.3.
10.4 Withdrawal by Others
Initial Participants and Participants other than the County may withdraw from this
agreement upon six months’ notice to the Authority. The withdrawal of an Initial
Participant or Participant other than the County will not terminate or otherwise affect this
agreement as to the remaining parties if the County and at least one additional Initial
Participant or Participant remains a party to this agreement.
10.5 Termination or Expiration of CLEMIS MSA
After January 31, 2026, if an Initial Participant or a Participant terminates the CLEMIS
MSA between the Initial Participant or Participant and the Authority or the CLEMIS MSA
between the Initial Participant or Participant and the Authority expires, the Initial
Participant or the Participant’s status as a party to this agreement expires upon the
termination or expiration of the CLEMIS MSA.
10.6 Disposition upon Termination
(a)As soon as possible after termination of this agreement, the Authority shall wind
up its affairs as follows:
(1)all of the Authority’s debts, liabilities, and obligations to its creditors and
all expenses incurred in connection with the termination of the Authority
and distribution of its assets must be paid first; and
(2)title to all property and assets owned by the Authority must be distributed
as directed by the Executive Committee, which may include transfer of
the property and assets to the County.
ARTICLE 11
ADDITIONAL PROVISIONS
11.1 Legal Compliance
Each party shall comply with the laws and regulations applicable to its activities under
this agreement.
11.2 Relationship and Responsibilities of Parties
(a)No party is responsible for the acts of the Authority or of the Representatives of
any other party, whether acting separately or in conjunction with the
implementation of this agreement. The parties are only bound and obligated
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under this agreement as expressly agreed by each party under this agreement
and no party may otherwise obligate any other party because of this agreement.
(b)Each party is responsible for any Nonparty Claims brought against that party and
for the acts or omissions of its Representatives arising out of this agreement.
(c)Except as otherwise provided in this agreement, for any dispute arising out of this
agreement, each party shall seek its own legal representation and bear the costs
of that representation.
(d)The parties hereby acknowledge that no party is legally authorized to indemnify
any other party or the Authority. The parties hereby acknowledge that the
Authority is not legally authorized to indemnify any party.
(e)A party will not be liable to another party or any other Person for any
consequential, incidental, indirect, special, or punitive damages arising out of this
agreement regardless of whether the party was informed of the possibility of
those damages.
(f)For purposes of this section 11.2, the following definitions apply:
(1)“Nonparty Claim” means any Proceeding brought by someone other
than a party against one or more parties that arises out of this agreement.
(2)“Representative” means, with respect to a party, any of that party’s
officers, employees, agents, consultants, advisors, or other
representatives.
11.3 Nonparties
Except as expressly provided in this agreement, this agreement does not create for any
Person and is not intended to create by implication or otherwise, any direct or indirect
obligation, duty, promise, benefit, right to be indemnified (such as contractually, legally,
equitably, or by implication), right to be subrogated to any party’s rights in this
agreement, or any other right.
11.4 Governmental Function
The parties acknowledge that the performance of this agreement is the governmental
function of providing criminal justice and public safety services to serve and to provide
aid for persons and property.
11.5 No Waiver of Governmental Immunity
The parties believe that nothing in this agreement is a waiver by any party of any
governmental immunity provided under Act 7 or other law.
11.6 Non-Assignment
No party may assign any of its rights or delegate any of its obligations under this
agreement without the prior written consent of the other parties.
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11.7 Modification; Waiver
(a)No amendment of this agreement will be effective unless it is in writing, approved
by the governing body of each party, and signed by an authorized officer of the
party.
(b)Each party hereby consents to the filing by the Authority of an amendment under
section 11.7(a) approved by each party to the amendment on behalf of each
party to the amendment.
(c)No waiver under this agreement will be effective unless it is in writing and signed
by the party granting the waiver. A waiver granted on one occasion will not
operate as a waiver on other occasions.
11.8 Notice
(a)A notice or other communication under this agreement will be effective if it is in
writing and received by the party to which it is addressed. It will be deemed to
have been received as follows:
(1)if a paper copy is delivered by a delivery organization that allows users to
track deliveries, upon receipt as stated in the tracking system;
(2)if a paper copy is delivered by another means, when the intended
recipient or a representative of the intended recipient signs for it; or
(3)if it is delivered by email, when the intended recipient acknowledges by
notice in accordance with this section 11.8 (but without need for further
acknowledgement) having received that message, except that a read
receipt or an automatic reply will not constitute acknowledgement of a
message for purposes of this section 11.8; and
(4)if the intended recipient rejects or otherwise refuses to accept it, or if it
cannot be delivered because of a change in address for which no notice
was given, then upon that rejection, refusal, or inability to deliver.
(b)For a notice under this agreement to be valid, it must be addressed using the
information below for that party or any other information stated by that party in a
notice in accordance with this section 11.8:
To County: Oakland County
2100 Pontiac Lake Rd
Waterford, MI 48328-2762
To Bloomfield Township Charter Township of Bloomfield
4200 Telegraph Rd
Bloomfield Township, MI 48302-2038
To White Lake Township White Lake Police Department
7525 Highland Rd
White Lake, MI 48383-2938
26
To a Participant: To the address provided by the Participant
in the Participation Agreement for that
Participant.
(c)If a notice addressed to a party is received after 5:00 p.m. on a Business Day at
the location specified in the address for that party, or on a day that is not a
Business Day at the location specified in the address for that party, then the
notice will be deemed to have been received at 9:00 a.m. on the next Business
Day.
11.9 Severability
The parties acknowledge that if a dispute between the parties arises out of this
agreement or the subject matter of this agreement, they would want the court to interpret
this agreement as follows:
(1)with respect to any provision that it holds to be unenforceable, by
modifying that provision to the minimum extent necessary to make it
enforceable or, if that modification is not permitted by law, by disregarding
that provision;
(2)if an unenforceable provision is modified or disregarded in accordance
with this section 11.9, by holding that the rest of the contract will remain in
effect as written;
(3)by holding that any unenforceable provision will remain as written in any
circumstances other than those in which the provision is held to be
unenforceable; and
(4)if modifying or disregarding the unenforceable provision would result in
failure of an essential purpose of this agreement, by holding the entire
contract unenforceable.
11.10 Electronic Signatures
(a)If a Participation Agreement is an Electronically Signed Document, all of the
following apply:
(1)the Authority states that the intention of the individual signing on behalf of
the Authority on the Electronically Signed Document is to attribute the
individual’s signature to the Electronically Signed Document, and that the
Electronic Signature on the Electronically Signed Document is the
signer’s signature to the Electronically Signed Document;
(2)each Participant states that the intention of the individual signing on
behalf of the Participant on the Electronically Signed Document is to
attribute the individual’s signature to the Electronically Signed Document,
and that the Electronic Signature on the Electronically Signed Document
is the signer’s signature to the Electronically Signed Document;
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(3)the parties acknowledge that the Electronic Signatures on all
Electronically Signed Documents are legally binding; and
(4)each party hereby waives all rights to repudiate the authenticity or validity
of an Electronic Signature on an Electronically Signed Document to the
extent the repudiation is based in whole or in part on the fact that the
signature is not in an original handwritten form using physical ink and
paper.
(b)The Electronic Signatures in Global and National Commerce Act of 2000 (E-
SIGN), as amended, 15 USC 7001 to 7031, or the Uniform Electronic
Transactions Act, 2000 PA 305, as amended, MCL 450.831 to 450.849, or both,
as applicable, govern an Electronic Signature on this agreement or a
Participation Agreement for a Participant. The Uniform Computer Information
Transactions Act (UCITA) does not govern an Electronic Signature on this
agreement or a Participation Agreement for a Participant.
(c)For purposes of this section 11.10, the following definitions apply:
(1)“Electronic Signature” means any form of signature provided on behalf
of a party other than an original handwritten signature, including any type
of image created in any manner (whether electronically or otherwise),
which image could reasonably be interpreted as an indication of the
signer’s intent to sign the document.
(2)“Electronically Signed Document” means any document received by a
party in connection with this agreement or a Participation Agreement for a
Participant, or the correction or amendment of any such document, to
which an Electronic Signature is affixed, attached, or otherwise logically
associated.
11.11 Counterparts
If the parties sign this agreement in several counterparts, each will be deemed an
original, but all counterparts together will constitute one instrument.
11.12 Governing Law
Michigan law governs any adversarial Proceeding arising out of this agreement.
11.13 Jurisdiction and Venue
Except as otherwise required by law or court rule, as the exclusive means of bringing an
adversarial Proceeding to resolve any dispute arising out of this agreement or the
subject matter of this agreement, a party may bring the Proceeding in the Southern
Division of the United States District Court for the Eastern District of Michigan, the 6th
Circuit Court of the State of Michigan, or the 50th District Court of the State of Michigan.
28
11.14 Scope of Agreement; Entire Agreement
This agreement (including for each Participant the Participation Agreement for that
Participant) is the entire understanding between the parties with respect to the subject
matter of this agreement and supersedes all other agreements, whether oral or written,
between the parties.
11.15 Date of Agreement
The date of this agreement will be the date this agreement is signed by the last of the
Initial Participants to sign it (as indicated by the date associated with each Initial
Participant’s signature). If an Initial Participant signs this agreement but fails to date its
signature, the date the County receives that Initial Participant’s signature will be deemed
to be the date that Initial Participant signed this agreement.
Each Initial Participant is signing this agreement on the date stated opposite the Initial
Participant’s signature.
[signature pages follow]
OAKLAND COUNTY
Date: __________________________, 2025 By:
___________________________________________
David T. Woodward
Chairperson of the County Board of
Commissioners
Date: __________________________, 2025 By:
___________________________________________
David Coulter
County Executive
CHARTER TOWNSHIP OF BLOOMFIELD
Date: __________________________, 2025 By:
___________________________________________
Mike McCready
Township Supervisor
CHARTER TOWNSHIP OF WHITE LAKE
Date: __________________________, 2025 By:
___________________________________________
Rik Kowall
Township Supervisor
122486.000003 4897-1642-7050.10
Ex. A-1
EXHIBIT A
FORM FOR PARTICIPATION IN COURTS AND LAW ENFORCEMENT
MANAGEMENT INFORMATION SYSTEM (CLEMIS) INTERLOCAL AGREEMENT
PARTICIPATION AGREEMENT
Courts and Law Enforcement Information System (CLEMIS) Authority
By execution of this Participation Agreement by the Participant and the CLEMIS Authority, the Participant,
Oakland County, the Initial Participants, and each other Participant under the CLEMIS Interlocal
Agreement enter into an agreement incorporating the interlocal agreement initially between Oakland
County, the Charter Township of Bloomfield, and the Charter Township of White Lake creating the Courts
and Law Enforcement Management Information System (CLEMIS) Authority by this reference (available
at https://www.clemis.org/forms/). A reference copy of the CLEMIS Interlocal Agreement must be
attached. This agreement also includes the contents of this cover page. Capitalized terms used but not
defined in this agreement are as defined in the CLEMIS Interlocal Agreement.
PARTICIPANT
Full Legal Name:
☐Delivery
Address:
Notice Address:
(choose Delivery
Address or both Delivery
Address and Email)
☐Email:
ATTACHMENTS (attach)
The following attachments are included with this agreement.
Authorizing Resolution ☐ An authorizing resolution in substantially the form as provided in exhibit B of the
CLEMIS Interlocal Agreement has been adopted by the governing body of the
Participant and a copy is attached.
CLEMIS Main Services
Agreement
☐ An executed copy of the Cover Page for the CLEMIS MSA between the Participant
and the CLEMIS Authority is attached.
SIGNATURES
Each party is signing this participation agreement on the date stated below that party’s signature. The date of this
agreement will be the date this agreement is signed by the last party to sign it (as indicated by the date associated
with that party’s signature).
Participant:
[PUBLIC AGENCY NAME]
By:
___________________________________
____
Name:
_________________________________
Title:
___________________________________
Date:
___________________________________
__
Authority:
COURTS AND LAW ENFORCEMENT
MANAGEMENT INFORMATION SYSTEM
(CLEMIS) AUTHORITY
By:
_______________________________________
__
Name:
__________________________________
Executive Director
Date: _____________________________________
A-2
Ex. B-1
EXHIBIT B
FORM FOR RESOLUTION FOR GOVERNING BODY OF PARTICIPANT
[NAME OF PARTICIPANT]
[Name of Governing Body of Participant]
RESOLUTION
Participation in CLEMIS Authority Interlocal Agreement
[Name of Participant] (the “Public Agency”), is a “public agency” as that term is defined under section
2(e) of the Urban Cooperation Act of 1967, 1967 (Ex Sess) PA 7, as amended, MCL 124.502(e).
Under section 28 of article 7 of the Michigan Constitution of 1963 and the Urban Cooperation Act of
1967, 1967 (Ex Sess) PA 7, as amended, MCL 124.501 to 124.512 (“Act 7”), a public agency may
exercise jointly with any other public agency any power, privilege, or authority that the public agencies
share in common and that each might exercise separately.
The Public Agency possesses the powers, privileges, and authorities to perform various activities
relating to courts and law enforcement management information systems.
The Public Agency wants to exercise powers, privileges, and authorities jointly with Oakland County,
the Charter Township of Bloomfield, the Charter Township of White Lake, and other participating
public agencies under an interlocal agreement creating the Courts and Law Enforcement
Management Information System (CLEMIS) Authority (the “CLEMIS Interlocal Agreement”) and
become a participating public agency under and party to the CLEMIS Interlocal Agreement.
The Public Agency also wants to use the services of the CLEMIS System operated by the Courts and
Law Enforcement Management Information System (CLEMIS) Authority (the “Authority”) by entering
into a services agreement with the Authority.
The [name of governing body] of the Public Agency therefore resolves as follows:
▪that the interlocal agreement between Oakland County, the Charter Township of Bloomfield, the
Charter Township of White Lake, and other participating public agencies creating the CLEMIS
Interlocal Agreement is hereby approved;
▪that the Public Agency is hereby authorized to enter into a participation agreement with the
Authority to enter into and become a party to the CLEMIS Interlocal Agreement;
▪that the Public Agency is hereby authorized to enter into the CLEMIS Main Services Agreement
(the “CLEMIS MSA”) between the Public Agency and the Authority;
▪that the [designated officer of the Public Agency] of the Public Agency is hereby authorized and
directed to transmit a copy of this resolution to the Authority and execute the participation
agreement for the CLEMIS Interlocal Agreement and the CLEMIS MSA on behalf of the Public
Agency; and
▪that the [designated officer of the Public Agency] of the Public Agency is hereby authorized and
directed to file a copy of the participation agreement for the CLEMIS Interlocal Agreement,
including the CLEMIS Interlocal Agreement, on behalf of the Public Agency with the clerk of each
county in which the Public Agency is located.
Certification
I, [Public Agency governing body clerk/secretary name], [secretary/clerk] of the [governing body of Public Agency] (the “Board”)
of the [Public Agency Name] (the “Public Agency”), hereby certify all of the following:
(1) that this resolution of the Board was adopted at a meeting of the Board held on [date];
(2) that the resolution remains in effect;
(3) that the meeting was held in compliance with the Open Meetings Act, 1976 PA 267, as amended, MCL 15.261 to
15.275; and
(4) that the minutes of the meeting were kept and have been or will be made available as required by the Open Meetings
Act, 1976 PA 267, as amended, MCL 15.261 to 15.275.
Date: _______________________________ By:
________________________________________
Name:
________________________________________
[Secretary/Clerk]
October 23, 2025
Michigan Department of State
Office of the Great Seal
Richard H. Austin Building, 1st Floor
430 W. Allegan
Lansing, MI 48918
Dear Office of the Great Seal:
On September 18, 2025, the Board of Commissioners for Oakland County entered into an agreement per MR #25032 –
Executive’s Office – Formation of the Courts & Law Enforcement Management Information System (CLEMIS) Authority.
As required by Urban Cooperation Act 7 of 1967 - MCL 124.510(4), a copy of the signed agreement with the County of
Oakland, the Charter Township of Bloomfield, the Charter Township of White Lake, and the authorizing Board of
Commissioners Resolution are enclosed for filing by your office.
Send confirmation of receipt of this agreement to:
Mr. Joseph Rozell, Director of Elections
Oakland County Clerk/Register of Deeds
County Service Center, Building #14 East
1200 N. Telegraph Rd.
Pontiac, MI 48341
(Please include our Miscellaneous Resolution number on the confirmation of receipt letter for filing purposes.)
Contact our office at (248) 858-0564 if you have any questions regarding this matter.
Sincerely,
COUNTY OF OAKLAND
Joseph J. Rozell, CERA
Director of Elections
Cc: Donna Dyer, Corporation Counsel, Oakland County
Erika Munoz, Corporation Counsel, Oakland County
Bo Cheng, IT CLEMIS, Oakland County
Martin C. Brook, Clerk, Charter Township of Bloomfield
Anthony L. Noble, Clerk, Charter Township of White Lake
Enclosures