HomeMy WebLinkAboutResolutions - 2009.08.12 - 9703August 12, 2009
REPORT (misc. 109169)
BY: Human Resources Committee, Sue Ann Douglas, Chairperson
RE: BOARD OF COMMISSIONERS — AUTHORIZATION FOR LAW LIBRARY
COLLABORATION WITH THOMAS M. COOLEY LAW SCHOOL
TO: Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
The Human Resources Committee having reviewed the above referenced Resolution
on August 5. 2009 Reports with the recommendation the resolution be adopted.
Chairperson, on behalf of the Human Resources Committee, I move the acceptance of
the foregoing Report.
HUMAN RESOURCES COMMITTEE
9
A /Stu/ 4
Human Resources Committee Vote:
Motion carried unanimously on a roll call vote with Coleman and Gingell absent
REPORT (MISC. #09169) August 12, 2009
BY: Finance Committee I urn Middleton Chairperson
IN RE: BOARD OF COMMISSIONERS - AUTHORIZATION FOR LAW LIBRARY
COLLABORATION WITH THOMAS M. COOLEY LAW SCHOOL
Chairperson, Ladies and Gentlemen:
The Finance Committee having reviewed the above referenced resolution and reports:
1. Resolution authorizes the contract between the County and Thomas M. Cooley Law
School to operate the public law library.
2. The County will retain with General Fund support (1) Law Library Technician position
#3268 and one (1) Library Technician 1 (#07357) effective October 1, 2009 through
September 30, 2010 at a net cost of $104,977 for salaries and fringe benefits.
3. There will be ongoing annual operating costs of $155,144 to maintain a public presence
in the Courthouse.
4. The total cost is $260,121 for FY 2010 and $129,541 for FY 2011 and FY 2012.
5. The County Executive Recommended Budget did not include these costs therefore, an
amendment will be offered at the August 27'n Board of Commissioners' budget hearing
before the Finance Committee
FINANCE COMMITTEE
fn.j_Li&I
FINANCE COMMITTEE
Motion carried unanimously on a roll call vote with Gingell absent.
Miscellaneous Resolution #09169 August 12. 2009
BY: General Government Committee, Christine Long, Chairperson
RE: BOARD OF COMMISSIONERS —AUTHORIZATION FOR LAW LIBRARY COLLABORATION WITH
THOMAS M. COOLEY LAW SCHOOL
TO: Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
WHEREAS the Oakland County Board of Commissioners (Board) adopted Miscellaneous Resolution #09107,
which authorized negotiations to proceed with Thomas M. Cooley Law School, with a goal of providing
enhanced public law library services to the constituents and users of the Adams Pratt Collection; and
WHEREAS the Board and County Administration find that it is in the best interest of the taxpayers of Oakland
County and the users of the Adams Pratt Library to enter into mutually beneficial collaboration with the
Thomas M. Cooley Law School to avoid unnecessary duplication of law library services, while simultaneously
promoting the widest public use of legal books, manuscripts, materials and facilities; and
WHEREAS the County negotiating team successfully arrived at a mutually beneficial agreement for
collaboration, which is being presented to the Boar c of Commissioners.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Ccrrffmtssicrrerrs-applauds the
negotiation team for its efforts and accepts its recommendation to enter into a collaborative agreement
between Oakland County and tne Thomas M. Cooley Law School which will decrease the County's funding
obligations while improving access to law library services for the public.
BE IT FURTHER RESOLVED that the Board of Commissioners hereby authorizes the attached agreement
between Oakland County and the Thomas M. Cooley Law School, effective October 1, 2009.
BE IT FURTHER RESOLVED that the Chairperson of the Board of Commissioners, or his designee, is
authorized to execute the attached contract on behalf of the Board of Commissioners.
Chairperson, on behalf of the General Government Committee, I move the adoption of the foregoing
Resolution.
GENERAL GOVERNMENT COMMITTEE
GENERAL GOVERNMENT COMMITTEE
Motion carried on a roll call vote with Gershenson voting no.
This Agreement for public law library services is between Oakland County (County), a
Constitutional and Municipal Corporation, 1200 North Telegraph Road, Pontiac, Michigan,
48341 and The Thomas M. Cooley Law School (Cooley), a private, non profit educational
corporation, 300 S. Capitol Avenue, P.O. Box 13038, Lansing, MI 48901. In this Agreement,
the County and Cooley may also be referred to individually as a Party or jointly as Parties.
1. Purpose. The County and Cooley enter into this Agreement to establish the terms and
conditions by which Cooley will acquire a substantial portion of the County's Law Library,
known as the Adams Pratt Collection (the Collection), to be housed at Cooley's Auburn
Hills, Michigan location. In consideration for acquiring the Collection, Cooley will provide
on going maintenance and support for the collection, and provide the County with law library
access for the public, members of the bar, and county employees for legal research purposes.
Cooley will also provide expanded library hours, other enhanced library services and a broad
range of legal materials to Law Library users not currently available to users of the County's
Law Library. The arrangement set forth in this Agreement will allow for coordination and
cooperation in providing access to legal information, will avoid unnecessary duplication of
the services and materials provided by a public law library, will promote wider public use of
law library materials and facilities in Oakland County, and thereby promote and ensure
access to justice for the citizens of the County and region.
2. Effective Date. This Agreement shall be effective when signed by an authorized
representative of Cooley and authorized by resolution of the Oakland County Board of
Commissioners, and shall continue until terminated or cancelled as provided herein.
Approval of this Contract shall be entered into the official minutes of the Oakland County
board of Commissioners and shall be filed with the Oakland County Clerk's Office.
3. County and Cooley's Responsibilities.
3.1. The County transfers, to Cooley, for use at its Auburn Hills campus, the unencumbered
ownership of books, journals, legal research materials, microfiche and other items in the
Adams Pratt Collection, which will be listed in Appendix A and incorporated into this
Agreement by reference.
3.2. The County transfers. to Cooley, for use at its Auburn Hills campus, the unencumbered
ownership of the shelving or other personal property currently housing the collection.
3.3. Cooley, promptly upon execution of this Agreement, shall collaborate with the County
in arrange for packing and moving the items identified in paragraphs 3.1 and 3.2 from
the County to its Auburn Hills campus, where the Collection shall be housed. The cost
of packing and moving the identified items shall be shared equally by the Parties. The
County's contribution may be in the form of labor, transport or similar services.
3.4. Cooley shall retain and permanently acknowledge the Adams-Pratt name with the
Collection or any part or portion of the Collection that it retains according to the terms of
this Agreement.
Library Services Agreement 1
Oakland County and Cooley Law School
3.5. Upon execution of this Agreement, Cooley assumes all responsibility for purchasing and
providing any insurance that Cooley, in its sole discretion, considers necessary to protect
the value or replacement value of the items.
3.6. Cooley shall have sole discretion regarding whether to maintain a legal resource "as is"
at the time of transfer, continue to update the resource, replace it, or discontinue it.
Cooley assumes all responsibility for procuring any and all updates and for their cost. if
a legal resource already exists at the Auburn Hills campus, Cooley may relocate a copy
to another Cooley location.
3.7. The County will provide two (2) full time library staff members, at the County's
expense, for one year from the effective date of this Agreement. The staff members will
be County employees who will assist in the transition of the library from its present
location on the County's campus to its new location on Coolcy's Auburn Hills Campus.
The employees will provide orientation about the Adams Pratt collection to Cooley staff,
collaborate with Cooley staff in providing service to the public and handling the
increased volume of public traffic that this agreement contemplates, provide oversight of
the four (4) public Westlaw terminals transferred to Cooley as part of the collection and
perform other work consistent with the requirements of an operating law library with
public access. The County employees will work under the control and direction of and
be accountable to Cooley librarians.
3.8. Upon Cooley's request, the County will provide up to four (4) public access computer
terminals, one printer and up to four (4) subscriptions to Westlaw, whose scope and
limitations will be set forth in Appendix 13, for a period of three years from the effective
date of this Agreement. for use by the general public. The County shall retain ownership
of the terminals and printers and shall be the named Westlaw licensee. Cooley shall be
responsible for providing maintenance and support for the computer terminals, and shall
keep them in good working order. After three years, unless otherwise agreed by the
Parties, Cooley will assume ownership of the public access computers terminals and
shall be solely responsible for providing public access to electronic legal resources, at its
cost and according to its policies and procedures.
3.9. Ensuring Access to Justice and Legal Resources.
3.9.1. In consideration for the transfer of ownership of the items listed in Appendices A
and B and the other services or benefits the County will provide under this
Agreement. Cooley will permit reasonable public access to all of its law libraries
during normal library business hours. The public will be granted access to all
general legal resources in Cooley's law libraries in addition to those which
comprise the Collection. The public will be granted access to other library
services, including, by way of example and not limitation, access to public
computer terminals identified in this Agreement and other computer terminals
maintained by Cooley, access to and use of printers and copiers, at fees normally
charged to its students, assistance by library staff, and access to historical
material. Notwithstanding the preceding sentences, while Cooley agrees to make
Library Services Agreenaent 2
Oakland County and Cooley Law School
every effort to reasonably accommodate members of the public. Cooley retains
control over policies and procedures regarding all aspects of the operation of its
libraries.
3.9.2. If Cooley determines that maintaining public access to its library is unworkable.
regardless of the reason, Cooley shall advise the County and work with the
County to resolve identified problems and ensure continuing public access to
legal resources to promote and ensure access to justice.
3.9.3. Regarding public use of Cooley's library facilities, resources. and the Collection,
Cooley shall not discriminate against any member of the public in violation of
applicable State or Federal law or otherwise limit access to legal information and
resources on account of an individual's race, creed, color or other attribute or
characteristic which would make the person or persons members of a protected
class.
3,9.4. Cooley will position the public access computer terminals in a location that is
easily accessible to the public and maintain prominent markings that they are not
for Cooley student use. Cooley will provide the public with reasonable access to
printers and copiers for a reasonable fee consistent with the printing and
duplicating fees it charges Cooley students.
3.9.5. Cooley will provide adequate free parking for the public to access and use the
Auburn Hills campus library.
3.9.6. Cooley may ask library patrons for identification or affiliation for statistical and
safety purposes, but Cooley will release to the public, if at all, only compiled or
summary information about public use of the collection as may be required,
4. Disclaimers and Limitations of Liability.
4.1. All items whose ownership is transferred to Cooley are provided AS IS. The County
makes no warranties of any kind as to their condition, value, or suitability for a particular
purpose, except that the County warrants title of all items transferred to Cooley. Cooley
assumes all responsibility, including any and all liability, both now and in the future, for
inspecting, maintaining, storing, updating and using or permitting the use of such items.
The County shall have no obligation to replace or repair any item whose ownership is
transferred to Cooley.
4.2. Except as specifically provided elsewhere in this Agreement, nothing in this Agreement
is or shall be construed as creating any obligation of any type whatsoever for the County
to contribute, in any way, to the costs associated with the operation of the Cooley
libraries. Any and all costs associated with the operation of the Cooley libraries,
including, by way of example and not limitation, the costs of insurance, building
operation and maintenance, maintenance or replacement of legal resources housed at the
Library Services Agreemer,t 3
Oakland County and Cooley La'. k, School
library, staffing the library, parking, lighting, and security are and shall remain Cooley's
sole and exclusive obligation.
4,3. Each Party shall be responsible for its own acts and the acts of its employees, agents and
subcontractors, the costs associated with those acts and the defense of those acts.
4.4. In the event of any alleged breach, wrongful termination or any default of any term or
condition of this Agreement, neither Party shall be liable to the other for any indirect,
incidental, special or consequential damages, including, but not limited to any
replacement costs, any loss of income or revenue, or any failure to meet any obligation
under any applicable State laws, Local Ordinances or any other economic benefit or
harm that the Party may have realized, but for any alleged breach, wrongful termination,
default or cancellation of this Agreement.
5. County Option at Time of Item Disposal or Disposition. Cooley may, in its sole discretion,
determine, at any time after it assumes ownership of and responsibility for the items
transferred by this Agreement, that it intends to dispose of any portion of the Collection.
Cooley shall notify the County of the decision no less than 60 days before the estimated
disposal or disposition date and identify the items with specificity. The County shall have
the first right to refuse transfer of ownership from Cooley. If the County accepts transfer of
ownership, the County's sole obligation to Cooley shall be for the costs of packing and
relocating the items to a site chosen by the County. If the County declines the option to
reassume ownership of the items, any other method of disposition or disposal shall be
entirely at Cooley's discretion and expense.
6. Term of Agreement and Effective Date. This Agreement shall begin on the date it is
authorized by resolution of the Oakland County Board of Commissioners and signed by its
Chairman and a duly authorized representative of Cooley, upon obtaining the approval of
Cooley 's governing body. It shall continue in perpetuity unless Cooley gives the County
written notice that Cooley intends to terminate or otherwise substantially limit public access
to its libraries. Such notice shall be given to the County at least 180 days before the date on
which Cooley will terminate or substantially reduce library access or services to the public.
If Cooley determines to terminate or substantially reduce library access or services to the
public, the County may, at its sole discretion, accept the return of all or any part of the
Collection still in Cooley's possession at the time.
7, Force Majeure. Each Party shall be excused from any obligations under this Agreement
during the time and to the extent that a Party is prevented from performing due to causes
beyond the Party's control, including, but not limited to, an act of God, war, fire, strike, labor
disputes, civil disturbances, reduction of power source, or any other circumstance beyond the
reasonable control of the affected Party. Reasonable notice shall be given to the other Party
of any such event.
8. In Kind Services. This Agreement authorizes only those in-kind services specified herein.
Library Services Agreement 4
Oakland County and Cooley Law School
9. Severability. If a court of competent jurisdiction finds a term or condition of this Agreement
to be illegal or invalid, then the term or condition shall be deemed severed from this
Agreement. All other terms, conditions. and provisions of this Agreement shall remain in
full force.
10. Captions. The subsection numbers, captions, and any index to such sections and subsections
contained in this Agreement are intended for the convenience of the reader and are not
intended to have any substantive meaning. The numbers, captions. and indexes shall not be
interpreted or be considered as part of this Agreement. Any use of the singular or plural
number, any reference to gender, and any nominative or possessive use in a word or words in
this Agreement shall be deemed appropriate as the context requires.
11. Notices. Notices given under this Agreement shall be in writing and shall be personally
delivered, sent by express delivery service, certified mail, or first class U.S. mail, postage
prepaid, and addressed to the person listed below. Notice will be deemed given on the date
when one of the following first occur: 1) the date of actual receipt; 2) the next business day
when notice is sent express delivery service or personal delivery, or 3) three days after
mailing first class or certified U.S.
11.1. If notice is sent to the County, it shall be addressed and sent to:
Oakland County Corporation Counsel
1200 N. Telegraph Rd., Dept. 419
Pontiac, Michigan 48341-0419
11.2. If notice is sent to Cooley, it shall be addressed and sent to:
Kathleen A. Conklin
Vice President for Finance and Chief Financial Officer
Thomas M. Cooley Law School
300 South Capitol Avenue
P.O. Box 13038
Lansing, MI 48901
12. Governing Law/Consent to Jurisdiction and Venue. This Agreement shall be governed,
interpreted and enforced by the laws of the State of Michigan. Except as otherwise required
by law or court rule, any action brought to enforce, interpret, or decide any Claim arising
under or related to this Agreement shall be brought in the Sixth Judicial Circuit Court of the
State of Michigan, the Fiftieth 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.
13. Agreement Modifications or Amendment. Any modifications, amendments, rescissions,
waivers. or releases to this Agreement must be in writing and agreed to by both Parties.
Unless otherwise agreed, the modification, amendment, rescission, waiver, or release shall be
Library Services Agreement 5
Oakland County and Cooley Law School
signed by the same persons who signed the Agreement or other persons as authorized by the
Parties governing bodies.
14. Reservation of Rights. This Agreement does not, and is not intended to, impair, divest,
delegate, or contravene any constitutions, statutory, or other legal right, privilege, power,
obligation, duty, or immunity of the parties.
15. Compliance with Laws. Each Party shall comply with all federal, state, and local laws,
statutes, ordinances, regulations, administrative rules and requirements applicable to its
activity performed under this Agreement.
16. Entire Agreement. This Agreement represents the entire agreement and understanding
between the Parties. This Agreement supersedes all other oral or written Agreements
between the parties regarding the transfer of substantially all of the Adams Pratt Law
Collection from the County to Cooley. The language in this Agreement shall be construed as
a whole according to its fair meaning and not construed strictly for or against any Party.
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 to bind the Parties to the conditions contained herein.
THOMAS M. COOLEY LAW SCHOOL
By
Don LeDuc
President and Dean
Dated:
OAKLAND COUNTY
By
Bill Bullard
Chair, Oakland County Board of Commissioners
Dated:
Library Services Agreement 6
Oakland County and Cooley Law School
Resolution #09169 August 12, 2009
Moved by Taub supported by Potter the resolution be adopted.
Moved by Taub supported by Potter the Finance Committee Report and the Human Resources Committee
Report be accepted.
A sufficient majority having voted in favor, the reports were accepted.
Discussion followed.
Vote on resolution:
AYES: Coleman, Coulter, Douglas, Gershenson, Gingell, Gosselin, Greimel, Hatchett, Jackson,
Jacobsen, McGillivray, Middleton, Nash, Potter. Potts, Runestad, Schwartz, Scott, Taub, Woodward,
Zack, Bullard. (22)
NAYS: Burns. (1)
A sufficient majority having voted in favor, the resolution was adopted.
I HEREBY APPROVE THE FOREGOING RESOLUTION
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
I, Ruth Johnson, Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true and
accurate copy of a resolution adopted by the Oakland County Board of Commissioners on August 12, 2009,
with the original record thereof now remaining in my office.
In Testimony Whereof, I have hereunto set my hand and affixed the seal of the County of Oakland at Pontiac,
Michigan this 12th day of August, 2009.
,gat
Ruth Johnson, County Clerk