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HomeMy WebLinkAboutResolutions - 2012.02.16 - 19685REPORT (MISC. #12024) February 16, 2012 BY: Finance Committee, Tom Middleton, Chairperson In Re: MR #12024 — Sheriff's Office — Establishment of Standard Fire Dispatch Services Agreements — April 1,2012 Through March 31, 2015 To: The Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: The Finance Committee, having reviewed the above-referenced resolution, reports with the recommendation that the resolution be adopted with an amendment to the following contract. 2012-2015 Fire Dispatch Service Agreement Between the County of Oakland and the Franklin-Bingham Fire Department — change all references to the Franklin- Bingham Fire Commission to Franklin-Bingham Fire Department 2012-2015 Fire Dispatch Service Support Agreement Between the County of Oakland and the Village of Franklin — change all references to the Fire Authority to Fire Department Chairperson, on behalf of the Finance Committee, I move acceptance of the foregoing report. FINANCE COMMITTEE FINANCE COMMITTEE Motion carried unanimously on a roll call vote with Greimel absent. February 1,2012 MISCELLANEOUS RESOLUTION #12024 BY: Public Services Committee, Jim Runestad, Chairperson IN RE: SHERIFF'S OFFICE - ESTABLISHMENT OF STANDARD FIRE DISPATCH SERVICES AGREEMENTS, APRIL 1, 2012 — MARCH 31, 2015 To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS it is policy of the Oakland County Board of Commissioners to permit the Sheriffs Office to enter into contracts with Townships, Villages and Cities for the purpose of providing Sheriff dispatch services; and WHEREAS for several years the County of Oakland and the Oakland County Sheriff have contracted separately with Addison Township, Brandon Township, Commerce Township, Highland Township, Independence Township, Lyon Township, Oakland Township, Springfield 'Fownship, Franklin/Bingham Fire Department and the North Oakland Fire Authority to provide fire dispatch to each of these communities; and WHEREAS the current fire dispatch service agreements with each of the above communities expire on March 31, 2012; and WHEREAS Addison Township, Brandon Township, Commerce Township, Highland Township, Independence Township, Lyon Township, Oakland Township, Springfield Township, Franklin/Bingham Fire Department and the North Oakland Fire Authority have each expressed an interest in entering into a new, three (3) year, fire dispatch service agreement; and WHEREAS the Township Boards of Addison Township, Brandon Township, Commerce Township, Highland Township, Independence Township, Lyon Township, Oakland 'township, Springfield Township, Franklin/Bingham Fire Department and the North Oakland Fire Authority are concurrently considering adopting resolutions by which each would adopt the OAKLAND COUNTY SHERIFF'S OFFICE 2012-2015 FIRE DISPATCH SERVICES AGREEMENT for their community. NOW THEREFORE IT BE RESOLVED that the Oakland County Board of Commissioners hereby approves and, subject to the following paragraph, agrees to be bound by the terms and conditions contained in each of the following Agreements: OAKLAND COUNTY SHERIFF'S OFFICE 2012-2015 FIRE DISPATCH SERVICES AGREEMENT WITH ADDISON TOWNSHIP SERVICES AGREEMENT OAKLAND COUNTY SHERIFF'S OFFICE 2012-2015 FIRE DISPATCH WITH BRANDON TOWNSHIP OAKLAND COUNTY SIIERIFF'S OFFICE 2012-2015 FIRE DISPATCH WITH COMMERCE TOWNSHIP OAKLAND COUNTY SHERIFF'S OFFICE 2012-2015 FIRE DISPATCH WITH HIGHLAND TOWNSHIP OAKLAND COUNTY SHERIFF'S OFFICE 2012-2015 FIRE DISPATCH WITH INDEPENDENCE TOWNSHIP OAKLAND COUNTY SHERIFF'S OFFICE 2012-2015 FIRE DISPATCH WITH LYON TOWNSHIP OAKLAND COUNTY SHERIFF'S OFFICE 2012-2015 FIRE DISPATCH WITH OAKLAND TOWNSHIP OAKLAND COUNTY SHERIFF'S OFFICE 2012-2015 FIRE DISPATCH WITH SPRINGFIELD TOWNSHIP Public Services Committee Vote: Motion carried unanimously on a roll call vote with Covey absent SERVICES AGREEMENT SERVICES AGREEMENT SERVICES AGREEMENT SERVICES AGREEMENT SERVICES AGREEMENT SERVICES AGREEMENT OAKLAND COUNTY SHERI yrs OFFICE 2012-2015 FME DISPATCH SERVICES AGREEMEN'T WITH THE NORTH OAKLAND FIRE AUTHORITY OAKLAND COUNTY SHF,RIFF'S OFFICE 2012-2015 FIRE DISPATCH SERVICES AGREEMENT WITH THE FRANKLIN/BINGHAM FIRE DEPARTMENT BE IT FURTHER RESOLVED that upon receipt of a final, executed OAKLAND COUNTY SHERIFF'S OFFICE 2012-2015 FIRE DISPATCH SERVICES AGREEMENT from Addison Township, Brandon TOWnship, Commerce Township, Highland Township, Independence Township, Lyon Township, Oakland Township, Springfield Township, Franklin/Bing,ham Fire Department and the North Oakland Fire Authority, accompanied by a certified copy ofthe resolution of their respective governing bodies accepting the Agreement, and upon the further acceptance of each of the above Agreements by the Oakland County Sheriff, the Oakland County Board of Commissioners authorizes its Chairperson to execute and enter into each of these Agreements on behalf of the County of Oakland. BE IT FURTHER RESOLVED that the Oakland County Clerk shall maintain a file for each of the above Agreements, and upon receipt of a 'final, executed copy of any of the above Agreements, together with a certified copy of that community's governing body resolution approving same, the Oakland County Clerk shall notify the Oakland County Sheriff and the Chairperson of the Oakland County Board of Commissioners that one of the above Agreements is ready for their signatures which the Clerk shall witness. BE IT FURTHER RESOLVED that after all signatures have been obtained on any Agreement, as provided for above, the Oakland County Clerk shall file a copy of each final, executed 2012-2015 FIRE DISPATCH SERVICE AGREEMENT with the Secretary of State. Chairperson, on behalf of the Public Services Committee, 1 move the adoption of the foregoing resolution. PUBLIC SERVICES COMMITTEE 2012-2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE TOWNSHIP OF ADDISON This Agreement is made and entered into between the COUNTY OF OAKLAND, a Michigan Constitutional and Municipal Corporation, whose address is 1200 North Telegraph Road, Pontiac, Michigan 48341 (the "COUNTY"), and the TOWNSHIP OF ADDISON whose address is 1440 Rochester Road, Leonard, Michigan, 48367 (the "MUNICIPALITY"). In this Agreement, the COUNTY shall be represented by the OAKLAND COUNTY SHERIFF, in his official capacity as a Michigan Constitutional Officer, whose address is 1200 North Telegraph Road, Bldg. 38 E., Pontiac, Michigan 48341 (the "SHERIFF"). In this Agreement, whenever the COUNTY and the SHERIFF are intended to be referred to jointly, they shall collectively be referred to as the "OAKLAND COUNTY SHERIFF'S OFFICE" ("O.C.S.0.") WITNESSETH WHEREAS, the MUNICIPALITY is authorized by law to provide fire protection service for its residents; and WHEREAS, in order to provide effective fire protection services for its residents, the MUNICIPALITY must also provide Fire Department communication and dispatch functions; and WHEREAS, the 0.C.S.O. provides police communication and dispatch functions and has the capability to provide fire dispatch but, absent this Agreement, is not obligated to provide "FIRE DISPATCH SERVICE", as defined in this Agreement, for the MUNICIPALITY; and WHEREAS, the COUNTY and MUNICIPALITY may enter into a contract by which the 0.C.S.O. would provide FIRE DISPATCH SERVICE for MUNICIPALITY; and WHEREAS, the MUNICIPALITY has concluded that it is more cost effective to contract for FIRE DISPATCH SERVICE with the C.O.S.°. than to equip and staff its own fire communication and dispatch center; and WHEREAS, the 0.C.S.O. agrees to provide FIRE DISPATCH SERVICE for the "MUNICIPAL FIRE PERSONNEL", as defined in this Agreement, under the following terms and conditions; NOW, THEREFORE, it is mutually agreed as follows: 1. The COUNTY, with the cooperation and approval of the SHERIFF, shall, in conjunction with its existing 0.C.S.O. police communications functions, provide FIRE DISPATCH SERVICE to MUNICIPAL FIRE PERSONNEL. 2. Except as expressly provided for in this Agreement, the Parties agree that this Agreement does not, and is not intended to, transfer, delegate, or assign to the other Party or any civil or legal responsibility, duty, obligation, duty of care, cost, legal obligation, or liability associated with any governmental function delegated and/or entrusted to either party under any existing law or regulations. 3. For all purposes and as used throughout this Agreement, the words and expressions listed below, whether used in the singular or plural, within or without quotation marks, or possessive or nonpossessive, shall be defined, read, and interpreted as follows: 3.1. "FIRE DISPATCH SERVICE" shall be defined to include: any emergency or non-emergency telephone call or notice, of any kind, received by the 0.C.S.O., which requests, requires, or, in the sole judgment of the 0.C.S.O. or a COUNTY AGENT appears to request or require the 2012-2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND ADDISON TOWNSHIP Page 1 presence, attention, or services of any MUNICIPAL FIRE PERSONNEL to address, respond, or attend to any issue, event, or circumstance involving public health or safety, an accident, an accidental injury, the protection of property, or any emergency (including, but not limited to medical, fire, and/or health), and an 0.C.S.O. or COUNTY AGENT radio communication, or any attempted radio communication to any MUNICIPAL FIRE PERSONNEL. 3.2. "'MUNICIPAL FIRE PERSONNEL" shall be defined to include: all uniformed, non-uniformed, civilian, command, volunteer, administrative, and/or supervisory personnel employed and/or contracted by the MUNICIPALITY to provide, supply, support, administer, or direct any fire or emergency related services and/or any persons acting by, through, under, or in concert with any of them; or any MUNICIPALITY official, officer, employee or agent whose job duties may include the receipt of any 0.C.S.O. FIRE DISPATCH SERVICE. 3.3. "COUNTY AGENT" shall be defined to include the SHERIFF and all COUNTY elected and appointed officials, commissioners, officers, boards, committees, commissions, departments, divisions, employees (including any SHERIFF'S DEPUTY), agents, predecessors, successors, or assigns, (whether such persons act or acted in their personal, representative, or official capacities), and all persons acting by, through, under, or in concert with any of them. COUNTY AGENT as defined in this Agreement shall also include any person who was a COUNTY AGENT at any time during the term of this Agreement but, for any reason, is no longer employed, appointed, or elected in his/her previous capacity. 3.4. "CLAIM" shall be defined to include any and all losses, complaints, demands for relief, damages, lawsuits, causes of action, proceedings, judgments, deficiencies, penalties, costs and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation, litigation expenses, amounts paid in settlement, and/or any other amount for which the COUNTY or COUNTY AGENT becomes legally and/or contractually obligated to pay, whether direct, indirect, or consequential, whether based upon any alleged violation of the constitution (federal or state), any statute, rule, regulation, or the common law, whether in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 4. The MUNICIPALITY agrees that under the terms of this Agreement, except for the FIRE DISPATCH SERVICE(S) expressly contracted for herein, that neither the 0.C.S.O, nor any COUNTY AGENT(S) shall be obligated, in any other way, to provide or assist the MUNICIPALITY or any MUNICIPAL FIRE PERSONNEL with any other direct, indirect, backup or supplemental support or police , fire or emergency-related services or protection of any kind or nature whatsoever, or send COUNTY AGENT(S) to respond, in any way, to any call for FIRE PERSONNEL services. 5. Under all circumstances, the MUNICIPALITY shall remain solely and exclusively responsible for all costs and/or liabilities associated with providing available on-duty MUNICIPAL FIRE PERSONNEL to receive and respond to FIRE DISPATCH SERVICE in a timely and professional manner. 6. The MUNICIPALITY acknowledges that there may be circumstances when, despite all reasonable 0.C.S.O. or COUNTY AGENT(S) efforts, an 0.C.S.O. or COUNTY AGENT(S) attempt to communicate or provide FIRE DISPATCH SERVICES(S) for MUNICIPAL FIRE PERSONNEL may be unsuccessful and, as a result, FIRE PERSONNEL'S timely response to a call for FIRE PERSONNEL assistance may not be forthcoming. 7. The MUNICIPALITY agrees that this Agreement does not. and is not intended to, include any 0.C.S.O. warranty, promise, or guarantee of any kind or nature whatsoever concerning the provision of FIRE DISPATCH SERVICES(S) to the MUNICIPALITY except that the COUNTY will make a reasonable effort to provide FIRE DISPATCH SERVICE(S) for MUNICIPAL FIRE PERSONNEL consistent with existing 0.C.S.O. communication and dispatch policies, procedures, orders and standards. 2012-2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND ADDISON TOWNSHIP Page 2 8. This Agreement does not, and is not intended to, obligate or require the 0.C.S.O. to change, alter, modify, or develop any different 0.C.S.O. dispatch related procedures, policies, and/or standards: purchase or use any special or additional equipment; or, alternatively, prohibit the 0.C,S.O. from implementing any future communication-related changes that the 0.C.S.O., in its sole judgment and discretion, believes to be in its best interest. MUNICIPALITY shall be solely and exclusively responsible during the term of this Agreement for guaranteeing that: (a) all MUNICIPAL FIRE PERSONNEL radios and other communication equipment will be properly set, adjusted, and maintained to receive any FIRE DISPATCH SERVICE from the 0.G.S.O. and/or COUNTY AGENT and will comply with all current and future applicable 0.C.S.O. dispatching procedures, policies, standards, technical specifications, and/or any applicable state or federal communication requirements, including, but not limited, to all Federal Communications Commission orders, regulations, and policies; (b) all MUNICIPAL FIRE PERSONNEL will be adequately trained and will comply with all current and future applicable 0.C.S.O. dispatching procedures, policies, standards, technical specifications and/or any applicable state or federal communication requirements, including, but not limited, to all Federal Communications Commission orders, regulations, and policies; and (c) the MUNICIPALITY and all MUNICIPAL FIRE PERSONNEL shall at all times promptly and properly notify the designated COUNTY AGENT of any on-duty or off- duty status and/or availability or unavailability of MUNICIPAL FIRE PERSONNEL to receive FIRE DISPATCH SERVICE from the 0.C.S.O. 10 The MUNICIPALITY shall be solely and exclusively responsible for all costs, expenses and liabilities associated with the purchase, lease, operation, and/or use of any MUNICIPAL FIRE PERSONNEL radio or other communication equipment. The 0.C.S.O. shall not be obligated to provide MUNICIPAL FIRE PERSONNEL with any radio or other communication equipment of any kind. MUNICIPALITY shall not be obligated under the terms of this Agreement to supply or provide the 0.C.S.O. with any additional telephones, telephone lines, radios, other communications equipment, or property. 11. The C.O.S.°. may, at its sole discretion and expense, inspect any MUNICIPAL FIRE PERSONNEL radio or other communication equipment to ensure that it conforms with applicable 0.C.S.O. dispatching procedures, policies, standards, technical specifications, and/or state and federal law. If the inspection reveals a lack of conformance. the C.O.S.°. shall notify the MUNICIPALITY in writing of the specific violations. The MUNICIPALITY shall address and correct such violations at its own expense within thirty (30) calendar days of receiving the written notice or present a written plan to 0.C.S.O. within 15 calendar days setting forth a procedure for correcting the violations. If MUNICIPALITY fails to address and/or correct such violations within the time period set forth in this paragraph, the 0.C.S.O. may terminate and/or cancel the Agreement. 12, In consideration of the COUNTY'S promises and efforts under this Agreement, MUNICIPALITY shall pay the COUNTY $1,024.00 (One Thousand and Twenty Four Dollars) per month for the months of April 1,2012 through March 31, 2013, $$1,044.00 (One Thousand Forty Four Dollars) per month for the months of April 1.2013 through March 31, 2014, and $1,065 (One Thousand Sixty Five Dollars) per month for the months of April 1,2014 through March 31, 2015. Said payments shall be made as follows: 12.1 The COUNTY shall send an invoice to the MUNICIPALITY on the first calendar day of each month for services rendered the previous month. The MUNICIPALITY shall have 30 days from the date of each invoice to make payment. For example, for services rendered in July of 2012, the COUNTY will bill the MUNICIPALITY on August 1, 2012 and the MUNICIPALITY shall pay the invoice within 30 days of the invoice date. 12.2 All Monthly payments shall be due and payable by MUNICIPALITY without any further notice or demand from the COUNTY. 12.3 Each monthly payment shall be made by a check drawn on a MUNICIPALITY account and 2012-2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND ADDISON TOWNSHIP Page 3 shall be made payable to the County of Oakland and delivered to the attention of: Mr. Andy Meisner, Oakland County Treasurer, 1200 N. Telegraph Road, Pontiac, MI 48341- 0479 (or such other person as the COUNTY may from time to time designate in writing). 12.4 Each payment shall clearly identify that it is a monthly payment being made pursuant to this Agreement and identify the calendar month for which MUNICIPALITY intended the payment to apply. The COUNTY, in its discretion, may apply any monthly payment received from MUNICIPALITY to any past due amount or monthly payment then due and owing to the COUNTY pursuant to this Agreement. 13. If the MUNICIPALITY, for any reason, fails to pay the COUNTY any monies when and as due under this Agreement, the MUNICIPALITY agrees that unless expressly prohibited by law, the COUNTY or the County Treasurer, at their sole option, shall be entitled to setoff from any other MUNICIPALITY funds that are in the COUNTY'S possession for any reason. Funds include but are not limited to the Delinquent Tax Revolving Fund ("DTRF"), Any setoff or retention of funds by the COUNTY shall be deemed a voluntary assignment of the amount by the MUNICIPALITY to the COUNTY. The MUNICIPALITY waives any CLAIMS against the COUNTY or its Officials for any acts related specifically to the COUNTY'S offsetting or retaining such amounts. This paragraph shall not limit the MUNICIPALITY'S legal right to dispute whether the underlying amount retained by the COUNTY was actually due and owing under this Agreement. If the COUNTY chooses not to exercise its right to setoff or if any setoff is insufficient to fully pay the COUNTY any amounts due and owing the COUNTY under this Agreement, the COUNTY shall have the right to charge up to the then-maximum legal interest on any unpaid amount. Interest charges shall be in addition to any other amounts due to the County under this Agreement. Interest charges shall be calculated using the daily unpaid balance method and accumulate until all outstanding amounts an accumulated interest are fully paid. Nothing in this Section shall operate to limit the COUNTY'S right to pursue or exercise any other legal rights or remedies under this Agreement against MUNICIPALITY to secure reimbursement of amounts due the COUNTY under this Agreement. The remedies in this paragraph shall be available to the COUNTY on an ongoing and successive basis if MUNICIPALITY at any time becomes delinquent in its payments. Notwithstanding any other terms and conditions in this Agreement, if the COUNTY pursues any legal action in any court to secure its payment under this Agreement, the MUNICIPALITY agrees to pay all costs and expenses, including attorney's fees and court costs, incurred by the County in the collection of any amount owed by MUNICIPALITY, 14. The MUNICIPALITY agrees that all MUNICIPALITY representations, liabilities, payment obligations and/or any other related obligations provided for in this Agreement with regard to any acts, occurrences, events, transactions or CLAIMS either occurring or having their basis in any events or transactions that occurred before the cancellation or expiration of this Agreement shall survive the cancellation or expiration of this Agreement. The parties agree that the expiration, cancellation, or termination of this Agreement shall be without prejudice to any rights or claims of either party against the other and shall not relieve either party of any obligations which, by their nature, survive expiration or termination of this Agreement. 15. Each party shall be responsible for any CLAIM made against that party and for the acts of its Employees or Agents. 16. In any CLAIM that may arise from the performance of this Agreement, each Party shall seek its own legal representation and bear the costs associated with such representation, including any attorney fees. 17. Except as otherwise provided in this Agreement, neither Party shall have any right under any legal principle to be indemnified by the other Party or any of its employees or AGENTS in connection with any CLAIM. 18. This Agreement does not, and is not intended to, impair, divest, delegate or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty or immunity of the 2012-2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND ADDISON TOWNSHIP Page 4 Parties. Nothing in this Agreement shall be construed as a waiver of governmental immunity for either Party. 19. This Agreement does not, and is not intended to, create, by implication or otherwise, any direct or indirect obligation, duty, promise, benefit, and/or right to be indemnified, or any other right of any kind in favor of any person, organization, alleged third party beneficiary, or any right to be contractually, legally, equitably or otherwise subrogated to any indemnification or any other rights provided under the terms of this Agreement. 20. Neither the COUNTY nor any COUNTY AGENT, by virtue of this Agreement or otherwise, shall be considered employees of the MUNICIPALITY. The COUNTY and/or any COUNTY AGENTS legal status and relationship to the MUNICIPALITY shall be that of an Independent Contractor. No MUNICIPAL FIRE PERSONNEL shall, by virtue of this Agreement or otherwise, be considered an employee, agent, or working under the supervision and control of the COUNTY and/or any COUNTY AGENT. 21. The MUNICIPALITY and the 0.C.S.O. shall each remain the sole and exclusive employer of each of their respective employees. The MUNICIPALITY and COUNTY each agree to remain solely and exclusively responsible for the payment of each of their respective employees' wages, compensation, overtime wages, expenses, fringe benefits, pension, retirement benefits, training expenses, or other allowances or reimbursements of any kind, including, but not limited to, workers' disability compensation, unemployment compensation, Social Security Act protection and benefits, employment taxes, or any other statutory or contractual right or benefit based, in any way, upon employment. 22. This Agreement does not, and is not it intended to, create, change, modify, supplement, supersede, or otherwise affect or control, in any manner, any term or condition of employment of any COUNTY AGENT, or any applicable 0.C.S.O. employment and/or union contract, any level or amount of supervision, any standard of performance, any sequence or manner of performance, and/or any 0.C.S.O. rule, regulation, training and education standard, hours of work, shift assignment, order, policies, procedure, directive, ethical guideline, etc., which shall solely and exclusively, govern and control the employment relationship between the 0.C.S.O. and/or all conduct and actions of any COUNTY AGENT. 23. Neither the MUNICIPALITY nor any MUNICIPAL FIRE PERSONNEL shall provide, furnish or assign any COUNTY AGENT with any job instructions, job descriptions, job specifications, or job duties, or, in any manner, attempt to control, supervise, train, or direct any COUNTY AGENT in the performance of any COUNTY duty or obligation under the terms of this Agreement. 24. The MUNICIPALITY shall promptly deliver to the 0.C.S.O. written notice and copies of any CLAIM, accusation or allegation of negligence or other wrongdoing, whether civil or criminal in nature, that the MUNICIPALITY becomes aware of which involves, in any way, the 0.C.S.O. or any COUNTY AGENT. The MUNICIPALITY shall cooperate with the C.O.S.°. in any investigation conducted by the SHERIFF of any act or performance of any duties by any COUNTY AGENT. 25. Subject to the following Paragraph, and unless cancelled as provided for in this Paragraph, this Agreement shall become effective during the month specified in paragraph 12 , and shall remain in effect continuously until it expires, without any further act or notice being required of any party, at 11:59 P.M. on March 31, 2015. This Agreement may be cancelled for any reason, including the convenience of any Party, and without any penalty, before its March 31, 2015 expiration by delivering a written notice of the cancellation to the other signatories to this Agreement, or their successors in office. Such written notice shall provide at least ninety (90) calendar day notice of the effective date of cancellation, and such cancellation of this Agreement shall be effective at 11:59 P.M. on the last calendar day of the calendar month following the expiration of the 90 calendar day notice period. If this Agreement is terminated for any reason, the MUNICIPALITY will fully reimburse the COUNTY for all direct and indirect labor costs incurred by the COUNTY as a result of the Agreement's termination. 2012-2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND ADDISON TOWNSHIP Page 5 Such costs include, but are not limited to, unemployment compensation claims made by COUNTY employees hired by the COUNTY to fulfill the terms of this Agreement. 26. This Agreement. and any subsequent amendments, shall not become effective prior to approval by resolution of the COUNTY Board of Commissioners and the MUNICIPALITY'S Governing Body. The approval and terms of this Agreement shall be entered into the official minutes and proceedings of the COUNTY Board of Commissioners and MUNICIPALITY Council and shall also be filed with the Office of the Clerk for the COUNTY and the MUNICIPALITY Clerk. In addition, this Agreement, and any subsequent amendments, shall be filed by a designated COUNTY AGENT with the Secretary of State for the State of Michigan and shall not become effective prior to the filing of this Agreement with the Secretary of State. 27. Any signatory or any signatories successor in office to this Agreement shall send, by first class mail, any correspondence and written notices required or permitted by this Agreement to each of the signatories of this Agreement, or any signatories' successor in office, to the addresses shown in this Agreement. Any written notice required or permitted under this Agreement shall be considered delivered to a party as of the date that such notice is deposited, with sufficient postage, with the U.S. Postal Service. 28. This Agreement is made and entered into in the State of Michigan and shall in all respects be interpreted, enforced and governed under the laws of the State of Michigan. The language of all parts of this Agreement is intended to and, in all cases, shall be construed as a whole, according to its fair meaning, and not construed strictly for or against any Party. As used in this Agreement, the singular or plural number, possessive or non-possessive, shall be deemed to include the other whenever the context so suggests or requires. 29. Absent an express written waiver, the failure of any party to pursue any right granted under this Agreement shall not be deemed a waiver of that right regarding any existing or subsequent breach or default under this Agreement. No failure or delay on the part of any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall a single or partial exercise of any right, power or privilege preclude any other or further exercise of any other right, power or privilege. 30. The COUNTY and MUNICIPALITY acknowledge that this Agreement shall be binding upon them and, to the extent permitted by law, upon their administrators, representatives, executors, successors and assigns, and all persons acting by, through, under, or in concert with any of them. 31. This Agreement sets forth the entire contract and understanding between the COUNTY and MUNICIPALITY and fully supersedes any and all prior contracts, agreements or understandings between them in any way related to the subject matter hereof after the effective date of this Agreement shall remain effective and enforceable for any CLAIM arising or occurring during any prior contract period. This Agreement shall not be changed or supplemented orally. This Agreement may be amended only by concurrent resolutions of the COUNTY Board of Commissioners and MUNICIPALITY Governing Body in accordance with the procedures set forth herein. 32. Each Party shall comply with all federal, state, and local statutes, ordinances, regulations, administrative rules, requirements applicable to its activities performed under this Agreement. 33. 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. 34. This Agreement, consisting of seven (7) pages, sets forth the entire contract and understanding between the COUNTY and the MUNICIPALITY and fully supersedes any and all prior contracts, agreements or over any actual or apparent conflict with any term of condition in such a contract. Ills further understood and agreed that the terms of this Agreement are contractual and are not a mere recital and that there are no other contracts, understandings, or representations between the 2012-2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND ADDISON TOWNSHIP Page 6 COUNTY and the MUNICIPALITY in any way related to the subject matter hereof, except as expressly stated herein. This Agreement shall not be changed or supplemented orally. This Agreement may be amended only by concurrent resolutions of the COUNTY Board of Commissioners and the MUNICIPALITY governing body in accordance with the procedures set forth herein. 35. For and in consideration of the mutual promises, acknowledgments, representations, and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the COUNTY and the MUNICIPALITY hereby agree and promise to be bound by the terms and provisions of this Agreement. IN WITNESS WHEREOF, Bruce Pearson, Supervisor for the Township of Addison, hereby acknowledges that he or she has been authorized by resolution of the Addison Board of Trustees (a certified copy of which is attached) to execute this Agreement on behalf of Addison Township and hereby accepts and binds the Township to the terms and conditions of this Agreement on this day of 2011. WITNESS: THE TOWNSHIP OF ADDISON, a Michigan Municipal Corporation BY: Bruce Pearson Supervisor By: Pauline Bennett Clerk IN WITNESS WHEREOF, Michael Gingell, Jr., Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners (a certified copy of which is attached) to execute this amendment to the Current Agreement on behalf of the COUNTY OF OAKLAND and hereby accepts and binds the COUNTY OF OAKLAND to the terms and conditions of this Agreement on this day of 2011. WITNESS: COUNTY OF OAKLAND, a Michigan Municipal Corporation BY Michael Gingell Chairperson, Oakland County Board of Commissioner IN WITNESS WHEREOF, MICHAEL J. BOUCHARD, in his official capacity as the OAKLAND COUNTY SHERIFF, a Michigan Constitutional Office, hereby concurs and accepts the terms and conditions of this Agreement on this day of , 2011. WITNESS: OAKLAND COUNTY SHERIFF, a Michigan Constitutional Officer BY: MICHAEL J. BOUCHARD, Oakland County Sheriff 2012-2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND ADDISON TOWNSHIP Page 7 2012 —2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF BRANDON This Agreement is made and entered into between the COUNTY OF OAKLAND, a Michigan Constitutional and Municipal Corporation, whose address is 1200 North Telegraph Road, Pontiac, Michigan 48341 (the "COUNTY"), and the CHARTER TOVVNSHIP OF BRANDON whose address is 395 Mill Street, PO Box 929, Ortonville, Michigan 48462 (the "MUNICIPALITY"). In this Agreement, the COUNTY shall be represented by the OAKLAND COUNTY SHERIFF, in his official capacity as a Michigan Constitutional Officer, whose address is 1200 North Telegraph Road, Bldg. 38 E., Pontiac, Michigan 48341 (the "SHERIFF"), In this Agreement, whenever the COUNTY and the SHERIFF are intended to be referred to jointly, they shall collectively be referred to as the "OAKLAND COUNTY SHERIFF'S OFFICE" ("O.C.S.0.") WITNESS ETH WHEREAS, the MUNICIPALITY is authorized by law to provide fire protection service for its residents; WHEREAS, in order to provide effective fire protection services for its residents, the MUNICIPALITY must also provide Fire Department communication and dispatch functions; and WHEREAS, the 0.C.S.O. provides police communication and dispatch functions and has the capability to provide fire dispatch but, absent this Agreement, is not obligated to provide "FIRE DISPATCH SERVICE", as defined in this Agreement, for the MUNICIPALITY; and WHEREAS, the COUNTY and MUNICIPALITY may enter into a contract by which the 0.C.S.O. would provide FIRE DISPATCH SERVICE for MUNICIPALITY; and WHEREAS, the MUNICIPALITY has concluded that it is more cost effective to contract for FIRE DISPATCH SERVICE with the 0.C.S.O. than to equip and staff its own fire communication and dispatch center; and WHEREAS, the 0.C.S.O. agrees to provide FIRE DISPATCH SERVICE for the "MUNICIPAL FIRE PERSONNEL", as defined in this Agreement, under the following terms and conditions; NOW, THEREFORE, it is mutually agreed as follows: 1. The COUNTY, with the cooperation and approval of the SHERIFF, shall, in conjunction with its existing 0.C.S.O. police communications functions, provide FIRE DISPATCH SERVICE to MUNICIPAL FIRE PERSONNEL. 2. Except as expressly provided for in this Agreement, the Parties agree that this Agreement does not, and is not intended to, transfer, delegate, or assign to the other Party or any civil or legal responsibility, duty, obligation, duty of care, cost, legal obligation, or liability associated with any governmental function delegated and/or entrusted to either party under any existing law or regulations. 3. For all purposes and as used throughout this Agreement, the words and expressions listed below, whether used in the singular or plural, within or without quotation marks, or possessive or nonpossessive, shall be defined, read, and interpreted as follows: 3.1. "FIRE DISPATCH SERVICE" shall be defined to include: any emergency or non-emergency telephone call or notice, of any kind, received by the 0.C.S.O., which requests, requires, or, in the sole judgment of the 0.C.S.O. or a COUNTY AGENT appears to request or require the presence, attention, or services of any MUNICIPAL FIRE PERSONNEL to address, respond, 2012 —201S FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF BRANDON Page 1 or attend to any issue, event, or circumstance involving public health or safety, an accident, an accidental injury, the protection of property, or any emergency (including, but not limited to medical, fire, and/or health), and an 0.C.S,0. or COUNTY AGENT radio communication, or any attempted radio communication to any MUNICIPAL FIRE PERSONNEL. 3.2. "MUNICIPAL FIRE PERSONNEL" shall be defined to include: all uniformed, non-uniformed, civilian, command, volunteer, administrative, and/or supervisory personnel employed and/or contracted by the MUNICIPALITY to provide, supply, support, administer, or direct any fire or emergency related services and/or any persons acting by, through, under, or in concert with any of them; or any MUNICIPALITY official, officer, employee or agent whose job duties may include the receipt of any 0.C.S.O. FIRE DISPATCH SERVICE. 3.3. "COUNTY AGENT" shall be defined to include the SHERIFF and all COUNTY elected and appointed officials, commissioners, officers, boards, committees, commissions, departments, divisions, employees (including any SHERIFF'S DEPUTY), agents, predecessors, successors, or assigns, (whether such persons act or acted in their personal, representative, or official capacities), and all persons acting by, through, under, or in concert with any of them. COUNTY AGENT as defined in this Agreement shall also include any person who was a COUNTY AGENT at any time during the term of this Agreement but, for any reason, is no longer employed, appointed, or elected in his/her previous capacity. 3.4. "CLAIM" shall be defined to include any and all losses, complaints, demands for relief, damages, lawsuits, causes of action, proceedings, judgments, deficiencies, penalties, costs and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation, litigation expenses, amounts paid in settlement, and/or any other amount for which the COUNTY or COUNTY AGENT becomes legally and/or contractually obligated to pay, whether direct, indirect, or consequential, whether based upon any alleged violation of the constitution (federal or state), any statute, rule, regulation, or the common law, whether in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 4. The MUNICIPALITY agrees that under the terms of this Agreement, except for the FIRE DISPATCH SERVICE(S) expressly contracted for herein, that neither the 0.C.S.O. nor any COUNTY AGENT(S) shall be obligated, in any other way, to provide or assist the MUNICIPALITY or any MUNICIPAL FIRE PERSONNEL with any other direct, indirect, backup or supplemental support or police , fire or emergency-related services or protection of any kind or nature whatsoever, or send COUNTY AGENT(S) to respond, in any way, to any call for FIRE PERSONNEL services. 5. Under all circumstances, the MUNICIPALITY shall remain solely and exclusively responsible for all costs and/or liabilities associated with providing available on-duty MUNICIPAL FIRE PERSONNEL to receive and respond to FIRE DISPATCH SERVICE in a timely and professional manner. 6. The MUNICIPALITY acknowledges that there may be circumstances when, despite all reasonable 0.C.S.O. or COUNTY AGENT(S) efforts, an 0.C.S.O. or COUNTY AGENT(S) attempt to communicate or provide FIRE DISPATCH SERVICES(S) for MUNICIPAL FIRE PERSONNEL may be unsuccessful and, as a result, FIRE PERSONNEL'S timely response to a call for FIRE PERSONNEL assistance may not be forthcoming. 7. The MUNICIPALITY agrees that this Agreement does not, and is not intended to, include any 0.C.S.O. warranty, promise, or guarantee of any kind or nature whatsoever concerning the provision of FIRE DISPATCH SERVICES(S) to the MUNICIPALITY except that the COUNTY will make a reasonable effort to provide FIRE DISPATCH SERVICE(S) for MUNICIPAL FIRE PERSONNEL consistent with existing 0.C.S.O. communication and dispatch policies, procedures, orders and • standards. 8. This Agreement does not, and is not intended to, obligate or require the 0.C.S.O. to change, alter, 2012 — 2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF BRANDON Page 2 modify, or develop any different 0.C.S.O. dispatch related procedures, policies, and/or standards; purchase or use any special or additional equipment; or, alternatively, prohibit the C.O.S.°. from implementing any future communication-related changes that the 0.C.S.O., in its sole judgment and discretion, believes to be in its best interest. 9 MUNICIPALITY shall be solely and exclusively responsible during the term of this Agreement for guaranteeing that: (a) all MUNICIPAL FIRE PERSONNEL radios and other communication equipment will be properly set, adjusted, and maintained to receive any FIRE DISPATCH SERVICE from the 0.C.S.O. and/or COUNTY AGENT and will comply with all current and future applicable 0.C.S.O. dispatching procedures, policies, standards, technical specifications, and/or any applicable state or federal communication requirements, including, but not limited, to all Federal Communications Commission orders, regulations, and policies; (b) all MUNICIPAL FIRE PERSONNEL will be adequately trained and will comply with all current and future applicable 0.C.S.O. dispatching procedures, policies, standards, technical specifications and/or any applicable state or federal communication requirements, including, but not limited, to all Federal Communications Commission orders, regulations, and policies; and (c) the MUNICIPALITY and all MUNICIPAL FIRE PERSONNEL shall at all times Promptly and properly notify the designated COUNTY AGENT of any on-duty or off- duty status and/or availability or unavailability of MUNICIPAL FIRE PERSONNEL to receive FIRE DISPATCH SERVICE from the 0.C.S.O. 10 The MUNICIPALITY shall be solely and exclusively responsible for all costs, expenses and liabilities associated with the purchase, lease, operation, and/or use of any MUNICIPAL FIRE PERSONNEL radio or other communication equipment. The 0.C.S.O. shall not be obligated to provide MUNICIPAL FIRE PERSONNEL with any radio or other communication equipment of any kind. MUNICIPALITY shall not be obligated under the terms of this Agreement to supply or provide the 0.C.S.O. with any additional telephones, telephone lines, radios, other communications equipment, or property. 11. The 0.C.S.O. may, at its sole discretion and expense, inspect any MUNICIPAL FIRE PERSONNEL radio or other communication equipment to ensure that it conforms with applicable 0.C.S.O. dispatching procedures, policies, standards, technical specifications, and/or state and federal law. If the inspection reveals a lack of conformance, the 0.C.S.O. shall notify the MUNICIPALITY in writing of the specific violations. The MUNICIPALITY shall address and correct such violations at its own expense within thirty (30) calendar days of receiving the written notice or present a written plan to C.O.S.°. within 15 calendar days setting forth a procedure for correcting the violations. If MUNICIPALITY fails to address and/or correct such violations within the time period set forth in this paragraph, the 0.C.S.O. may terminate and/or cancel the Agreement. 12, In consideration of the COUNTY'S promises and efforts under this Agreement, MUNICIPALITY shall pay the COUNTY $1,992.00 (One Thousand Nine Hundred Ninety Two) per month for the months of April 1, 2012 through March 31, 2013, $2,032.00 (Two Thousand Thirty Two Dollars) per month for the months of April 1,2013 through March 31, 2014 and $2,073.00 (Two Thousand Seventy Three Dollars) per month for the months of April 1, 2014 through March 31, 2015. Said payments shall be made as follows; 12.1 The COUNTY shall send an invoice to the MUNICIPALITY on the first calendar day of each month for services rendered the previous month. The MUNICIPALITY shall have 30 days from the date of each invoice to make payment. For example, for services rendered in July of 2012, the COUNTY will bill the MUNICIPALITY on August 1, 2012 and the MUNICIPALITY shall pay the invoice within 30 days of the invoice date. 12.2 All Monthly payments shall be due and payable by MUNICIPALITY without any further notice or demand from the COUNTY. 12.3 Each monthly payment shall be made by a check drawn on a MUNICIPALITY account and shall be made payable to the County of Oakland and delivered to the attention of: Mr. 2012 — 2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF BRANDON Page 3 Andy Meisner, Oakland County Treasurer, 1200 N. Telegraph Road, Pontiac, MI 48341- 0479 (or such other person as the COUNTY may from time to time designate in writing). 12.4 Each payment shall clearly identify that it is a monthly payment being made pursuant to this Agreement and identify the calendar month for which MUNICIPALITY intended the payment to apply. The COUNTY, in its discretion, may apply any monthly payment received from MUNICIPALITY to any past due amount or monthly payment then due and owing to the COUNTY pursuant to this Agreement. 13. If the MUNICIPALITY, for any reason, fails to pay the COUNTY any monies when and as due under this Agreement, the MUNICIPALITY agrees that unless expressly prohibited by law. the COUNTY or the County Treasurer, at their sole option, shall be entitled to setoff from any other MUNICIPALITY funds that are in the COUNTY'S possession for any reason. Funds include but are not limited to the Delinquent Tax Revolving Fund ("DTRF"). Any setoff or retention of funds by the COUNTY shall be deemed a voluntary assignment of the amount by the MUNICIPALITY to the COUNTY. The MUNICIPALITY waives any CLAIMS against the COUNTY or its Officials for any acts related specifically to the COUNTY'S offsetting or retaining such amounts. This paragraph shall not limit the MUNICIPALITY'S legal right to dispute whether the underlying amount retained by the COUNTY was actually due and owing under this Agreement. If the COUNTY chooses not to exercise its right to setoff or if any setoff is insufficient to fully pay the COUNTY any amounts due and owing the COUNTY under this Agreement, the COUNTY shall have the right to charge up to the then-maximum legal interest on any unpaid amount. Interest charges shall be in addition to any other amounts due to the County under this Agreement. Interest charges shall be calculated using the daily unpaid balance method and accumulate until all outstanding amounts an accumulated interest are fully paid. Nothing in this Section shall operate to limit the COUNTY'S right to pursue or exercise any other legal rights or remedies under this Agreement against MUNICIPALITY to secure reimbursement of amounts due the COUNTY under this Agreement. The remedies in this paragraph shall be available to the COUNTY on an ongoing and successive basis if MUNICIPALITY at any time becomes delinquent in its payments. Notwithstanding any other terms and conditions in this Agreement, if the COUNTY pursues any legal action in any court to secure its payment under this Agreement, the MUNICIPALITY agrees to pay all costs and expenses, including attorney's fees and court costs, incurred by the County in the collection of any amount owed by MUNICIPALITY. 14. The MUNICIPALITY agrees that all MUNICIPALITY representations, liabilities, payment obligations and/or any other related obligations provided for in this Agreement with regard to any acts, occurrences, events, transactions or CLAIMS either occurring or having their basis in any events or transactions that occurred before the cancellation or expiration of this Agreement shall survive the cancellation or expiration of this Agreement. The parties agree that the expiration, cancellation, or termination of this Agreement shall be without prejudice to any rights or claims of either party against the other and shall not relieve either party of any obligations which, by their nature, survive expiration or termination of this Agreement. 15. Each party shall be responsible for any CLAIM made against that party and for the acts of its Employees or Agents. 16. In any CLAIM that may arise from the performance of this Agreement. each Party shall seek its own legal representation and bear the costs associated with such representation, including any attorney fees. 17. Except as otherwise provided in this Agreement, neither Party shall have any right under any legal principle to be indemnified by the other Party or any of its employees or AGENTS in connection with any CLAIM. 18. This Agreement does not, and is not intended to, impair, divest, delegate or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty or immunity of the 2012— 2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF BRANDON Page 4 Parties. Nothing in this Agreement shall be construed as a waiver of governmental immunity for either Party. 19. This Agreement does not, and is not intended to, create. by implication or otherwise, any direct or indirect obligation, duty, promise, benefit, and/or right to be indemnified, or any other right of any kind in favor of any person, organization, alleged third party beneficiary, or any right to be contractually, legally, equitably or otherwise subrogated to any indemnification or any other rights provided under the terms of this Agreement. 20. Neither the COUNTY nor any COUNTY AGENT, by virtue of this Agreement or otherwise, shall be considered employees of the MUNICIPALITY. The COUNTY and/or any COUNTY AGENTS legal status and relationship to the MUNICIPALITY shall be that of an Independent Contractor. No MUNICIPAL FIRE PERSONNEL shall, by virtue of this Agreement or otherwise, be considered an employee, agent, or working under the supervision and control of the COUNTY and/or any COUNTY AGENT. 21. The MUNICIPALITY and the 0.0.5.0. shall each remain the sole and exclusive employer of each of their respective employees. The MUNICIPALITY and COUNTY each agree to remain solely and exclusively responsible for the payment of each of their respective employees' wages, compensation, overtime wages, expenses, fringe benefits, pension, retirement benefits, training expenses, or other allowances or reimbursements of any kind, including, but not limited to, workers' disability compensation, unemployment compensation, Social Security Act protection and benefits, employment taxes, or any other statutory or contractual right or benefit based, in any way, upon employment. 22. This Agreement does not, and is not it intended to, create, change, modify, supplement, supersede, or otherwise affect or control, in any manner, any term or condition of employment of any COUNTY AGENT, or any applicable 0.C.S.O. employment and/or union contract, any level or amount of supervision, any standard of performance, any sequence or manner of performance, and/or any C.O.S.°. rule, regulation, training and education standard, hours of work, shift assignment, order, policies, procedure, directive, ethical guideline, etc., which shall solely and exclusively, govern and control the employment relationship between the 0.C.S.O. and/or all conduct and actions of any COUNTY AGENT. 23. Neither the MUNICIPALITY nor any MUNICIPAL FIRE PERSONNEL shall provide, furnish or assign any COUNTY AGENT with any job instructions, job descriptions, job specifications, or job duties, or, in any manner, attempt to control, supervise, train, or direct any COUNTY AGENT in the performance of any COUNTY duty or obligation under the terms of this Agreement. 24, The MUNICIPALITY shall promptly deliver to the 0.C.S.O. written notice and copies of any CLAIM, accusation or allegation of negligence or other wrongdoing, whether civil or criminal in nature, that the MUNICIPALITY becomes aware of which involves, in any way, the 0.C.S.O. or any COUNTY AGENT. The MUNICIPALITY shall cooperate with the 0.C.S.O. in any investigation conducted by the SHERIFF of any act or performance of any duties by any COUNTY AGENT. 25. Subject to the following Paragraph, and unless canceled as provided for in this Paragraph, this Agreement shall become effective during the month specified in paragraph 12 , and shall remain in effect continuously until it expires, without any further act or notice being required of any party, at 11:59 P.M. on March 31, 2015. This Agreement may be cancelled for any reason, including the convenience of any Party, and without any penalty, before its March 31, 2015 expiration by delivering a written notice of the cancellation to the other signatories to this Agreement, or their successors in office. Such written notice shall provide at least ninety (90) calendar day notice of the effective date of cancellation, and such cancellation of this Agreement shall be effective at 11:59 P.M. on the last calendar day of the calendar month following the expiration of the 90 calendar day notice period. If this Agreement is terminated for any reason, the MUNICIPALITY will fully reimburse the COUNTY for all direct and indirect labor costs incurred by the COUNTY as a result of the Agreement's termination. 2012 — 2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF BRANDON Page 5 Such costs include, but are not limited to, unemployment compensation claims made by COUNTY employees hired by the COUNTY to fulfill the terms of this Agreement. 26. This Agreement, and any subsequent amendments, shall not become effective prior to approval by resolution of the COUNTY Board of Commissioners and the MUNICIPALITY'S Governing Body. The approval and terms of this Agreement shall be entered into the official minutes and proceedings of the COUNTY Board of Commissioners and MUNICIPALITY Council and shall also be filed with the Office of the Clerk for the COUNTY and the MUNICIPALITY Clerk. In addition, this Agreement, and any subsequent amendments, shall be filed by a designated COUNTY AGENT with the Secretary of State for the State of Michigan and shall not become effective prior to the filing of this Agreement with the Secretary of State. 27. Any signatory or any signatories' successor in office to this Agreement shall send, by first class mail, any correspondence and written notices required or permitted by this Agreement to each of the signatories of this Agreement, or any signatories' successor in office, to the addresses shown in this Agreement. Any written notice required or permitted under this Agreement shall be considered delivered to a party as of the date that such notice is deposited, with sufficient postage, with the U.S. Postal Service. 28. This Agreement is made and entered into in the State of Michigan and shall in all respects be interpreted, enforced and governed under the laws of the State of Michigan. The language of all parts of this Agreement is intended to and, in all cases, shall be construed as a whole, according to its fair meaning, and not construed strictly for or against any Party. As used in this Agreement, the singular or plural number, possessive or non-possessive, shall be deemed to include the other whenever the context so suggests or requires. 29. Absent an express written waiver, the failure of any party to pursue any right granted under this Agreement shall not be deemed a waiver of that right regarding any existing or subsequent breach or default under this Agreement. No failure or delay on the part of any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall a single or partial exercise of any right, power or privilege preclude any other or further exercise of any other right, power or privilege. 30. The COUNTY and MUNICIPALITY acknowledge that this Agreement shall be binding upon them and, to the extent permitted by law, upon their administrators, representatives, executors, successors and assigns, and all persons acting by, through, under, or in concert with any of them. 31. This Agreement sets forth the entire contract and understanding between the COUNTY and MUNICIPALITY and fully supersedes any and all prior contracts, agreements or understandings between them in any way related to the subject matter hereof after the effective date of this Agreement shall remain effective and enforceable for any CLAIM arising or occurring during any prior contract period. This Agreement shall not be changed or supplemented orally. This Agreement may be amended only by concurrent resolutions of the COUNTY Board of Commissioners and MUNICIPALITY Governing Body in accordance with the procedures set forth herein. 32. Each Party shall comply with all federal, state, and local statutes, ordinances, regulations, administrative rules, requirements applicable to its activities performed under this Agreement. 33. 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. 34. This Agreement, consisting of seven (7) pages, sets forth the entire contract and understanding between the COUNTY and the MUNICIPALITY and fully supersedes any and all prior contracts, agreements or over any actual or apparent conflict with any term of condition in such a contract. It is further understood and agreed that the terms of this Agreement are contractual and are not a mere recital and that there are no other contracts, understandings, or representations between the 2012 — 2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF BRANDON Page 6 COUNTY and the MUNICIPALITY in any way related to the subject matter hereof, except as expressly stated herein. This Agreement shall not be changed or supplemented orally. This Agreement may be amended only by concurrent resolutions of the COUNTY Board of Commissioners and the MUNICIPALITY governing body in accordance with the procedures set forth herein. 35. For and in consideration of the mutual promises, acknowledgments, representations, and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the COUNTY and the MUNICIPALITY hereby agree and promise to be bound by the terms and provisions of this Agreement. IN WITNESS WHEREOF, Kathy Thurman, Supervisor for the Charter Township of Brandon, hereby acknowledges that he or she has been authorized by resolution of the Charter Township of Brandon Board of Trustees (a certified copy of which is attached) to execute this Agreement on behalf of the Charter Township of Brandon and hereby accepts and binds the Charter Township to the terms and conditions of this Agreement on this day of 2011. WITNESS: THE CHARTER TOWNSHIP OF BRANDON, a Michigan Municipal Corporation BY: KATHY THURMAN Supervisor BY: JEANNIE McCREERY Clerk IN WITNESS WHEREOF, Michael Gingell, Jr., Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners (a certified copy of which is attached) to execute this amendment to the Current Agreement on behalf of the COUNTY OF OAKLAND and hereby accepts and binds the COUNTY OF OAKLAND to the terms and conditions of this Agreement on this day of 2011. WITNESS: COUNTY OF OAKLAND, a Michigan Municipal Corporation BY: Michael angel] Chairperson, Oakland County Board of Commissioner IN WITNESS WHEREOF, MICHAEL J. BOUCHARD, in his official capacity as the OAKLAND COUNTY SHERIFF, a Michigan Constitutional Office, hereby concurs and accepts the terms and conditions of this Agreement on this day of , 2011. WITNESS: OAKLAND COUNTY SHERIFF, a Michigan Constitutional Officer BY: MICHAEL J. BOUCHARD, Oakland County Sheriff 2012 — 2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF BRANDON Page 7 2012 — 2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF COMMERCE This Agreement is made and entered into between the COUNTY OF OAKLAND, a Michigan Constitutional and Municipal Corporation, whose address is 1200 North Telegraph Road, Pontiac. Michigan 48341 (the "COUNTY"), and the Charter Township of Commerce whose address is 2009 Township Drive, Commerce, Michigan 48390 (the "MUNICIPALITY"). In this Agreement, the COUNTY shall be represented by the OAKLAND COUNTY SHERIFF, in his official capacity as a Michigan Constitutional Officer, whose address is 1200 North Telegraph Road, Bldg. 38 E., Pontiac, Michigan 48341 (the "SHERIFF"). In this Agreement, whenever the COUNTY and the SHERIFF are intended to be referred to jointly, they shall collectively be referred to as the "OAKLAND COUNTY SHERIFF'S OFFICE" ("O.C.S.0.") WITNESSETH WHEREAS, the MUNICIPALITY is authorized by law to provide fire protection service for its residents; WHEREAS, in order to provide effective fire protection services for its residents, the MUNICIPALITY must also provide Fire Department communication and dispatch functions; and WHEREAS, the 0.C.S.O. provides police communication and dispatch functions and has the capability to provide fire dispatch but, absent this Agreement, is not obligated to provide "FIRE DISPATCH SERVICE", as defined in this Agreement, for the MUNICIPALITY; and WHEREAS, the COUNTY and MUNICIPALITY may enter into a contract by which the 0.C.S.O. would provide FIRE DISPATCH SERVICE for MUNICIPALITY; and WHEREAS, the MUNICIPALITY has concluded that it is more cost effective to contract for FIRE DISPATCH SERVICE with the 0.C.S.O. than to equip and staff its own fire communication and dispatch center; and WHEREAS, the 0.C.S.O. agrees to provide FIRE DISPATCH SERVICE for the "MUNICIPAL FIRE PERSONNEL", as defined in this Agreement, under the following terms and conditions; NOW, THEREFORE, it is mutually agreed as follows: 1. The COUNTY, with the cooperation and approval of the SHERIFF, shall, in conjunction with its existing 0.C.S.O. police communications functions, provide FIRE DISPATCH SERVICE to MUNICIPAL FIRE PERSONNEL. 2. Except as expressly provided for in this Agreement, the Parties agree that this Agreement does not, and is not intended to, transfer, delegate, or assign to the other Party or any civil or legal responsibility, duty, obligation, duty of care, cost, legal obligation, or liability associated with any governmental function delegated and/or entrusted to either party under any existing law or regulations. 3. For all purposes and as used throughout this Agreement, the words and expressions listed below, whether used in the singular or plural, within or without quotation marks, or possessive or nonpossessive, shall be defined, read, and interpreted as follows: 3.1. "FIRE DISPATCH SERVICE" shall be defined to include: any emergency or non-emergency telephone call or notice, of any kind, received by the 0.C.S.O., which requests, requires, or, in the sole judgment of the 0.C.S.O. or a COUNTY AGENT appears to request or require the presence, attention, or services of any MUNICIPAL FIRE PERSONNEL to address, respond, 2012 — 2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF COMMERCE Pace 1 or attend to any issue, event, or circumstance involving public health or safety, an accident, an accidental injury, the protection of property, or any emergency (including, but not limited to medical, fire, and/or health), and an 0.C.S.O. or COUNTY AGENT radio communication, or any attempted radio communication to any MUNICIPAL FIRE PERSONNEL. 3.2. "MUNICIPAL FIRE PERSONNEL" shall be defined to include: all uniformed, non-uniformed, civilian, command, volunteer, administrative, and/or supervisory personnel employed and/or contracted by the MUNICIPALITY to provide, supply, support ; administer, or direct any fire or emergency related services and/or any persons acting by, through, under, or in concert with any of them; or any MUNICIPALITY official, officer, employee or agent whose job duties may include the receipt of any C.O.S.°. FIRE DISPATCH SERVICE. 3.3. "COUNTY AGENT" shall be defined to include the SHERIFF and all COUNTY elected and appointed officials, commissioners, officers, boards, committees, commissions, departments, divisions, employees (including any SHERIFF'S DEPUTY), agents, predecessors, successors, or assigns, (whether such persons act or acted in their personal, representative, or official capacities), and all persons acting by, through, under, or in concert with any of them. COUNTY AGENT as defined in this Agreement shall also include any person who was a COUNTY AGENT at any time during the term of this Agreement but, for any reason, is no longer employed, appointed, or elected in his/her previous capacity. 3.4. "CLAIM" shall be defined to include any and all losses ; complaints, demands for relief, damages, lawsuits, causes of action, proceedings, judgments, deficiencies, penalties, costs and expenses, including, but not limited to, reimbursement for reasonable attorney fees ; witness fees, court costs, investigation, litigation expenses, amounts paid in settlement, and/or any other amount for which the COUNTY or COUNTY AGENT becomes legally and/or contractually obligated to pay, whether direct, indirect, or consequential, whether based upon any alleged violation of the constitution (federal or state), any statute, rule, regulation, or the common law, whether in law or equity, tort, contract ; or otherwise, and/or whether commenced or threatened. 4. The MUNICIPALITY agrees that under the terms of this Agreement, except for the FIRE DISPATCH SERVICE(S) expressly contracted for herein, that neither the 0.C.S.O. nor any COUNTY AGENT(S) shall be obligated, in any other way, to provide or assist the MUNICIPALITY or any MUNICIPAL FIRE PERSONNEL with any other direct, indirect, backup or supplemental support or police , fire or emergency-related services or protection of any kind or nature whatsoever, or send COUNTY AGENT(S) to respond, in any way, to any call for FIRE PERSONNEL services. 5. Under all circumstances, the MUNICIPALITY shall remain solely and exclusively responsible for all costs and/or liabilities associated with providing available on-duty MUNICIPAL FIRE PERSONNEL to receive and respond to FIRE DISPATCH SERVICE in a timely and professional manner. 6. The MUNICIPALITY acknowledges that there may be circumstances when, despite all reasonable 0.0.5.0. or COUNTY AGENT(S) efforts, an 0.0.5.0. or COUNTY AGENT(S) attempt to communicate or provide FIRE DISPATCH SERVICES(S) for MUNICIPAL FIRE PERSONNEL may be unsuccessful and, as a result, FIRE PERSONNEL'S timely response to a call for FIRE PERSONNEL assistance may not be forthcoming. 7. The MUNICIPALITY agrees that this Agreement does not, and is not intended to, include any C.O.S.°. warranty, promise, or guarantee of any kind or nature whatsoever concerning the provision of FIRE DISPATCH SERVICES(S) to the MUNICIPALITY except that the COUNTY will make a reasonable effort to provide FIRE DISPATCH SERVICE(S) for MUNICIPAL FIRE PERSONNEL consistent with existing 0.C.S.0. communication and dispatch policies, procedures, orders and standards. 8. This Agreement does not, and is not intended to, obligate or require the C.O.S.°. to change, alter, 2012 —2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF COMMERCE Page 2 modify, or develop any different 0.C.S.O. dispatch related procedures, policies, and/or standards; purchase or use any special or additional equipment; or, alternatively, prohibit the 0.C.S.O. from implementing any future communication-related changes that the 0.C.S.O., in its sole judgment and discretion, believes to be in its best interest. 9 MUNICIPALITY shall be solely and exclusively responsible during the term of this Agreement for guaranteeing that: (a) all MUNICIPAL FIRE PERSONNEL radios and other communication equipment will be properly set, adjusted, and maintained to receive any FIRE DISPATCH SERVICE from the 0.C.S.O. and/or COUNTY AGENT and will comply with all current and future applicable 0.C.S.O. dispatching procedures, policies, standards, technical specifications, and/or any applicable state or federal communication requirements, including, but not limited, to all Federal Communications Commission orders, regulations, and policies; (b) all MUNICIPAL FIRE PERSONNEL will be adequately trained and will comply with all current and future applicable 0.C.S.O. dispatching procedures, policies, standards, technical specifications and/or any applicable state or federal communication requirements, including, but not limited, to all Federal Communications Commission orders, regulations, and policies; and (c) the MUNICIPALITY and all MUNICIPAL FIRE PERSONNEL shall at all times promptly and properly notify the designated COUNTY AGENT of any on-duty or off- duty status and/or availability or unavailability of MUNICIPAL FIRE PERSONNEL to receive FIRE DISPATCH SERVICE from the 0.C.S.O. 10 The MUNICIPALITY shall be solely and exclusively responsible for all costs, expenses and liabilities associated with the purchase, lease, operation, and/or use of any MUNICIPAL FIRE PERSONNEL radio or other communication equipment. The 0.C.S.O. shall not be obligated to provide MUNICIPAL FIRE PERSONNEL with any radio or other communication equipment of any kind. MUNICIPALITY shall not be obligated under the terms of this Agreement to supply or provide the C.O.S.°. with any additional telephones, telephone lines, radios, other communications equipment, or property. 11. The 0.C.S.O. may, at its sole discretion and expense, inspect any MUNICIPAL FIRE PERSONNEL radio or other communication equipment to ensure that it conforms with applicable 0.C.S.O. dispatching procedures, policies, standards, technical specifications, and/or state and federal law. If the inspection reveals a lack of conformance, the 0.C.S.O. shall notify the MUNICIPALITY in writing of the specific violations. The MUNICIPALITY shall address and correct such violations at its own expense within thirty (30) calendar days of receiving the written notice or present a written plan to 0.0.5.0. within 15 calendar days setting forth a procedure for correcting the violations. If MUNICIPALITY fails to address and/or correct such violations within the time period set forth in this paragraph, the 0.C.S.O. may terminate and/or cancel the Agreement. 12, In consideration of the COUNTY'S promises and efforts under this Agreement, MUNICIPALITY shall pay the COUNTY $4,535.00 (Four Thousand Five Hundred Thirty Five Dollars) per month for the months of April 1, 2012 through March 31, 2013, $4,626.00 (Four Thousand Six Hundred Twenty Six Dollars) per month for the months of April 1, 2013 through March 31, 2014 and $4,719.00 (Four Thousand Seven Hundred Nineteen Dollars) per month for the months of April 1, 2014 through March 31, 2015. Said payments shall be made as follows: 12.1 The COUNTY shall send an invoice to the MUNICIPALITY on the first calendar day of each month for services rendered the previous month. The MUNICIPALITY shall have 30 days from the date of each invoice to make payment. For example, for services rendered in July of 2012, the COUNTY will bill the MUNICIPALITY on August 1, 2012 and the MUNICIPALITY shall pay the invoice within 30 days of the invoice date. 12.2 All Monthly payments shall be due and payable by MUNICIPALITY without any further notice or demand from the COUNTY. 12.3 Each monthly payment shall be made by a check drawn on a MUNICIPALITY account and shall be made payable to the County of Oakland and delivered to the attention of: Mr. 2012 — 2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF COMMERCE Page 3 Andy Meisner, Oakland County Treasurer, 1200 N, Telegraph Road, Pontiac, MI 48341- 0479 (or such other person as the COUNTY may from time to time designate in writing). 12.4 Each payment shall clearly identify that it is a monthly payment being made pursuant to this Agreement and identify the calendar month for which MUNICIPALITY intended the payment to apply. The COUNTY, in its discretion. may apply any monthly payment received from MUNICIPALITY to any past due amount or monthly payment then due and owing to the COUNTY pursuant to this Agreement. 13. If the MUNICIPALITY, for any reason, fails to pay the COUNTY any monies when and as due under this Agreement, the MUNICIPALITY agrees that unless expressly prohibited by law, the COUNTY or the County Treasurer, at their sole option, shall be entitled to setoff from any other MUNICIPALITY funds that are in the COUNTY'S possession for any reason. Funds include but are not limited to the Delinquent Tax Revolving Fund (DTRF"). Any setoff or retention of funds by the COUNTY shall be deemed a voluntary assignment of the amount by the MUNICIPALITY to the COUNTY. The MUNICIPALITY waives any CLAIMS against the COUNTY or its Officials for any acts related specifically to the COUNTY'S offsetting or retaining such amounts. This paragraph shall not limit the MUNICIPALITY'S legal right to dispute whether the underlying amount retained by the COUNTY was actually due and owing under this Agreement. If the COUNTY chooses not to exercise its right to setoff or if any setoff is insufficient to fully pay the COUNTY any amounts due and owing the COUNTY under this Agreement, the COUNTY shall have the right to charge up to the then-maximum legal interest on any unpaid amount. Interest charges shall be in addition to any other amounts due to the County under this Agreement. Interest charges shall be calculated using the daily unpaid balance method and accumulate until all outstanding amounts an accumulated interest are fully paid. Nothing in this Section shall operate to limit the COUNTY'S right to pursue or exercise any other legal rights or remedies under this Agreement against MUNICIPALITY to secure reimbursement of amounts due the COUNTY under this Agreement. The remedies in this paragraph shall be available to the COUNTY on an ongoing and successive basis if MUNICIPALITY at any time becomes delinquent in its payments. Notwithstanding any other terms and conditions in this Agreement, if the COUNTY pursues any legal action in any court to secure its payment under this Agreement, the MUNICIPALITY agrees to pay all costs and expenses, including attorney's fees and court costs, incurred by the County in the collection of any amount owed by MUNICIPALITY. 14. The MUNICIPALITY agrees that all MUNICIPALITY representations, liabilities, payment obligations and/or any other related obligations provided for in this Agreement with regard to any acts, occurrences, events, transactions or CLAIMS either occurring or having their basis in any events or transactions that occurred before the cancellation or expiration of this Agreement shall survive the cancellation or expiration of this Agreement. The parties agree that the expiration, cancellation, or termination of this Agreement shall be without prejudice to any rights or claims of either party against the other and shall not relieve either party of any obligations which, by their nature, sun./ive expiration or termination of this Agreement. 15. Each party shall be responsible for any CLAIM made against that party and for the acts of its Employees or Agents. 16. In any CLAIM that may arise from the performance of this Agreement, each Party shall seek its own legal representation and bear the costs associated with such representation, including any attorney fees. 17. Except as otherwise provided in this Agreement, neither Party shall have any right under any legal principle to be indemnified by the other Party or any of its employees or AGENTS in connection with any CLAIM. 18. This Agreement does not, and is not intended to, impair, divest, delegate or contravene any constitutional, statutory. and/or other legal right, privilege, power, obligation, duty or immunity of the 2012 2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF COMMERCE Page 4 Parties. Nothing in this Agreement shall be construed as a waiver of governmental immunity for either Party. 19. This Agreement does not, and is not intended to, create, by implication or otherwise, any direct or indirect obligation, duty, promise, benefit, and/or right to be indemnified, or any other right of any kind in favor of any person, organization, alleged third party beneficiary, or any right to be contractually, legally, equitably or otherwise subrogated to any indemnification or any other rights provided under the terms of this Agreement. 20. Neither the COUNTY nor any COUNTY AGENT, by virtue of this Agreement or otherwise, shall be considered employees of the MUNICIPALITY. The COUNTY and/or any COUNTY AGENTS legal status and relationship to the MUNICIPALITY shall be that of an Independent Contractor, No MUNICIPAL FIRE PERSONNEL shall, by virtue of this Agreement or otherwise, be considered an employee, agent, or working under the supervision and control of the COUNTY and/or any COUNTY AGENT. 21. The MUNICIPALITY and the 0.C.S.O. shall each remain the sole and exclusive employer of each of their respective employees. The MUNICIPALITY and COUNTY each agree to remain solely and exclusively responsible for the payment of each of their respective employees' wages, compensation, overtime wages, expenses, fringe benefits, pension, retirement benefits, training expenses, or other allowances or reimbursements of any kind, including, but not limited to, workers' disability compensation, unemployment compensation, Social Security Act protection and benefits, employment taxes, or any other statutory or contractual right or benefit based, in any way, upon employment. 22. This Agreement does not, and is not it intended to, create, change, modify, supplement, supersede, or otherwise affect or control, in any manner, any term or condition of employment of any COUNTY AGENT, or any applicable C.O.S.°. employment and/or union contract, any level or amount of supervision, any standard of performance, any sequence or manner of performance, and/or any 0.C.S.O. rule, regulation, training and education standard, hours of work, shift assignment, order, policies, procedure, directive, ethical guideline, etc., which shall solely and exclusively, govern and control the employment relationship between the 0.C.S.O. and/or all conduct and actions of any COUNTY AGENT. 23. Neither the MUNICIPALITY nor any MUNICIPAL FIRE PERSONNEL shall provide, furnish or assign any COUNTY AGENT with any job instructions, job descriptions, job specifications, or job duties, or, in any manner, attempt to control, supervise, train, or direct any COUNTY AGENT in the performance of any COUNTY duty or obligation under the terms of this Agreement. 24. The MUNICIPALITY shall promptly deliver to the 0.C.S.O. written notice and copies of any CLAIM, accusation or allegation of negligence or other wrongdoing, whether civil or criminal in nature, that the MUNICIPALITY becomes aware of which involves, in any way, the 0.C.S.0, or any COUNTY AGENT. The MUNICIPALITY shall cooperate with the 0.C.S.O. in any investigation conducted by the SHERIFF of any act or performance of any duties by any COUNTY AGENT. 25. Subject to the .following Paragraph, and unless canceled as provided for in this Paragraph, this Agreement shall become effective during the month specified in paragraph 12 , and shall remain in effect continuously until it expires, without any further act or notice being required of any party, at 11:59 P.M. on March 31, 2015. This Agreement may be cancelled for any reason, including the convenience of any Party, and without any penalty, before its March 31, 2015 expiration by delivering a written notice of the cancellation to the other signatories to this Agreement, or their successors in office. Such written notice shall provide at least ninety (90) calendar day notice of the effective date of cancellation, and such cancellation of this Agreement shall be effective at 11:59 P.M. on the last calendar day of the calendar month following the expiration of the 90 calendar day notice period. If this Agreement is terminated for any reason, the MUNICIPALITY will fully reimburse the COUNTY for all direct and indirect labor costs incurred by the COUNTY as a result of the Agreement's termination. 2012 — 2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF COMMERCE Page 5 Such costs include, but are not limited to, unemployment compensation claims made by COUNTY employees hired by the COUNTY to fulfill the terms of this Agreement. 26. This Agreement, and any subsequent amendments, shall not become effective prior to approval by resolution of the COUNTY Board of Commissioners and the MUNICIPALITY'S Governing Body. The approval and terms of this Agreement shall be entered into the official minutes and proceedings of the COUNTY Board of Commissioners and MUNICIPALITY Council and shall also be filed with the Office of the Clerk for the COUNTY and the MUNICIPALITY Clerk. In addition, this Agreement, and any subsequent amendments, shall be filed by a designated COUNTY AGENT with the Secretary of State for the State of Michigan and shall not become effective prior to the filing of this Agreement with the Secretary of State. 27. Any signatory or any signatories successor in office to this Agreement shall send, by first class mail, any correspondence and written notices required or permitted by this Agreement to each of the signatories of this Agreement. or any signatories' successor in office, to the addresses shown in this Agreement. Any written notice required or permitted under this Agreement shall be considered delivered to a party as of the date that such notice is deposited, with sufficient postage, with the U.S. Postal Service. 28. This Agreement is made and entered into in the State of Michigan and shall in all respects be interpreted, enforced and governed under the laws of the State of Michigan. The language of all parts of this Agreement is intended to and, in all cases, shall be construed as a whole, according to its fair meaning, and not construed strictly for or against any Party. As used in this Agreement, the singular or plural number, possessive or non-possessive, shall be deemed to include the other whenever the context so suggests or requires. 29. Absent an express written waiver, the failure of any party to pursue any right granted under this Agreement shall not be deemed a waiver of that right regarding any existing or subsequent breach or default under this Agreement. No failure or delay on the part of any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall a single or partial exercise of any right, power or privilege preclude any other or further exercise of any other right, power or privilege. 30. The COUNTY and MUNICIPALITY acknowledge that this Agreement shall be binding upon them and, to the extent permitted by law, upon their administrators, representatives, executors, successors and assigns, and all persons acting by, through, under, or in concert with any of them. 31. This Agreement sets forth the entire contract and understanding between the COUNTY and MUNICIPALITY and fully supersedes any and all prior contracts, agreements or understandings between them in any way related to the subject matter hereof after the effective date of this Agreement shall remain effective and enforceable for any CLAIM arising or occurring during any prior contract period. This Agreement shall not be changed or supplemented orally. This Agreement may be amended only by concurrent resolutions of the COUNTY Board of Commissioners and MUNICIPALITY Governing Body in accordance with the procedures set forth herein. 32. Each Party shall comply with all federal, state, and local statutes, ordinances, regulations, administrative rules, requirements applicable to its activities performed under this Agreement. 33, 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. 34. This Agreement, consisting of seven (7) pages, sets forth the entire contract and understanding between the COUNTY and the MUNICIPALITY and fully supersedes any and all prior contracts, agreements or over any actual or apparent conflict with any term of condition in such a contract. It is further understood and agreed that the terms of this Agreement are contractual and are not a mere recital and that there are no other contracts, understandings, or representations between the 2012 — 2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF COMMERCE Page 6 COUNTY and the MUNICIPALITY in any way related to the subject matter hereof, except as expressly stated herein. This Agreement shall not be changed or supplemented orally. This Agreement may be amended only by concurrent resolutions of the COUNTY Board of Commissioners and the MUNICIPALITY governing body in accordance with the procedures set forth herein. 35. For and in consideration of the mutual promises, acknowledgments, representations, and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the COUNTY and the MUNICIPALITY hereby agree and promise to be bound by the terms and provisions of this Agreement. IN WITNESS WHEREOF, Thomas Zoner, Supervisor for the Charter Township of Commerce, acknowledges that he or she has been authorized by resolution of the Charter Township Board of Trustees (a certified copy of which is attached) to execute this Agreement on behalf of the Charter Township of Commerce and hereby accepts and binds the Charter Township to the terms and conditions of this Agreement on this day of 2011. WITNESS: THE CHARTER TOWNSHIP OF LYON a Michigan Municipal Corporation BY: THOMAS ZONER Supervisor By: DANIEL MUNRO Clerk IN WITNESS WHEREOF, Michael Gingell, Jr., Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners (a certified copy of which is attached) to execute this amendment to the Current Agreement on behalf of the COUNTY OF OAKLAND and hereby accepts and binds the COUNTY OF OAKLAND to the terms and conditions of this Agreement on this day of , 2011. WITNESS: COUNTY OF OAKLAND, a Michigan Municipal Corporation BY: Michael Gingell, Chairperson Oakland County Board of Commissioners IN WITNESS WHEREOF, MICHAEL J. BOUCHARD, in his official capacity as the OAKLAND COUNTY SHERIFF, a Michigan Constitutional Office, hereby concurs and accepts the terms and conditions of this Agreement on this day of , 2011. WITNESS: OAKLAND COUNTY SHERIFF, a Michigan Constitutional Officer BY: MICHAEL J. BOUCHARD, Oakland County Sheriff 2012 — 2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF COMMERCE Page 7 2012 — 2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF HIGHLAND This Agreement is made and entered into between the COUNTY OF OAKLAND, a Michigan Constitutional and Municipal Corporation, whose address is 1200 North Telegraph Road, Pontiac, Michigan 48341 (the "COUNTY"), and the CHARTER TOWNSHIP OF HIGHLAND whose address is 205 N. John Street, Highland, Michigan 48390 (the "MUNICIPALITY"). In this Agreement, the COUNTY shall be represented by the OAKLAND COUNTY SHERIFF, in his official capacity as a Michigan Constitutional Officer, whose address is 1200 North Telegraph Road, Bldg. 38 E., Pontiac, Michigan 48341 (the "SHERIFF"). In this Agreement, whenever the COUNTY and the SHERIFF are intended to be referred to jointly, they shall collectively be referred to as the "OAKLAND COUNTY SHERIFF'S OFFICE" ("0,C.S.0.") WITNESSETH WHEREAS, the MUNICIPALITY is authorized by law to provide fire protection service for its residents; WHEREAS, in order to provide effective fire protection services for its residents, the MUNICIPALITY must also provide Fire Department communication and dispatch functions; and WHEREAS, the 0.C.S.O. provides police communication and dispatch functions and has the capability to provide fire dispatch but, absent this Agreement, is not obligated to provide "FIRE DISPATCH SERVICE", as defined in this Agreement, for the MUNICIPALITY; and WHEREAS, the COUNTY and MUNICIPALITY may enter into a contract by which the 0.C.S.O. would provide FIRE DISPATCH SERVICE for MUNICIPALITY; and WHEREAS, the MUNICIPALITY has concluded that it is more cost effective to contract for FIRE DISPATCH SERVICE with the C.O.S.°. than to equip and staff its own fire communication and dispatch center; and WHEREAS, the C.O.S.°. agrees to provide FIRE DISPATCH SERVICE for the "MUNICIPAL FIRE PERSONNEL", as defined in this Agreement, under the following terms and conditions; NOW, THEREFORE, it is mutually agreed as follows: 1. The COUNTY, with the cooperation and approval of the SHERIFF, shall, in conjunction with its existing 0.C.S.O. police communications functions, provide FIRE DISPATCH SERVICE to MUNICIPAL FIRE PERSONNEL. 2. Except as expressly provided for in this Agreement, the Parties agree that this Agreement does not, and is not intended to, transfer, delegate, or assign to the other Party or any civil or legal responsibility, duty, obligation, duty of care, cost, legal obligation, or liability associated with any governmental function delegated and/or entrusted to either party under any existing law or regulations. 3. For all purposes and as used throughout this Agreement, the words and expressions listed below, whether used in the singular or plural, within or without quotation marks, or possessive or nonpossessive, shall be defined, read, and interpreted as follows: 3.1. "FIRE DISPATCH SERVICE" shall be defined to include: any emergency or non-emergency telephone call or notice, of any kind, received by the 0.C.S.O., which requests, requires, or, in the sole judgment of the C.O.S.°. or a COUNTY AGENT appears to request or require the presence, attention, or services of any MUNICIPAL FIRE PERSONNEL to address, respond, 2012 — 2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF HIGHLAND Page 1 or attend to any issue, event, or circumstance involving public health or safety, an accident, an accidental injury, the protection of property, or any emergency (including, but not limited to medical, fire, and/or health), and an 0.C.S.O. or COUNTY AGENT radio communication, or any attempted radio communication to any MUNICIPAL FIRE PERSONNEL. 3.2. "MUNICIPAL FIRE PERSONNEL" shall be defined to include: all uniformed, non-uniformed, civilian, command, volunteer, administrative, and/or supervisory personnel employed and/or contracted by the MUNICIPALITY to provide, supply, support, administer, or direct any fire or emergency related services and/or any persons acting by, through, under, or in concert with any of them; or any MUNICIPALITY official, officer, employee or agent whose job duties may include the receipt of any 0.C.S.O. FIRE DISPATCH SERVICE. 3.3. "COUNTY AGENT" shall be defined to include the SHERIFF and all COUNTY elected and appointed officials, commissioners, officers, boards, committees, commissions, departments, divisions, employees (including any SHERIFF'S DEPUTY), agents, predecessors, successors, or assigns, (whether such persons act or acted in their personal, representative, or official capacities), and all persons acting by, through, under, or in concert with any of them. COUNTY AGENT as defined in this Agreement shall also include any person who was a COUNTY AGENT at any time during the term of this Agreement but, for any reason, is no longer employed, appointed, or elected in his/her previous capacity. 3.4. "CLAIM" shall be defined to include any and all losses, complaints, demands for relief, damages, lawsuits, causes of action, proceedings, judgments, deficiencies, penalties, costs and expenses, including, but not limited to, reimbursement for reasonable attorney fees. witness fees, court costs, investigation, litigation expenses, amounts paid in settlement, and/or any other amount for which the COUNTY or COUNTY AGENT becomes legally and/or contractually obligated to pay, whether direct, indirect, or consequential, whether based upon any alleged violation of the constitution (federal or state), any statute, rule, regulation, or II:), common law, whether in law or equity, tort, contract, or otherwise, and/or whethe, commenced or threatened. 4. The MUNICIPALITY agrees that under the terms of this Agreement, except for the FIRE DISPATCH SERVICE(S) expressly contracted for herein, that neither the 0.C.S.O. nor any COUNTY AGENT(S) shall be obligated, in any other way, to provide or assist the MUNICIPALITY or any MUNICIPAL FIRE PERSONNEL with any other direct, indirect, backup or supplemental support or police , fire or emergency-related services or protection of any kind or nature whatsoever, or send COUNTY AGENT(S) to respond, in any way, to any call for FIRE PERSONNEL services. 5. Under all circumstances, the MUNICIPALITY shall remain solely and exclusively responsible for all costs and/or liabilities associated with providing available on-duty MUNICIPAL FIRE PERSONNEL to receive and respond to FIRE DISPATCH SERVICE in a timely and professional manner. 6. The MUNICIPALITY acknowledges that there may be circumstances when, despite all reasonable 0.C.S.O. or COUNTY AGENT(S) efforts, an 0.C.S.O. or COUNTY AGENT(S) attempt to communicate or provide FIRE DISPATCH SERVICES(S) for MUNICIPAL FIRE PERSONNEL may be unsuccessful and, as a result, FIRE PERSONNEL'S timely response to a. call for FIRE PERSONNEL assistance may not be forthcoming. 7. The MUNICIPALITY agrees that this Agreement does not, and is not intended to, include any 0.C.S.O. warranty, promise, or guarantee of any kind or nature whatsoever concerning the provision of FIRE DISPATCH SERVICES(S) to the MUNICIPALITY except that the COUNTY will make a reasonable effort to provide FIRE DISPATCH SERVICE(S) for MUNICIPAL FIRE PERSONNEL consistent with existing 0.C.S.O. communication and dispatch policies, procedures, orders and standards. 8. This Agreement does not and is not intended to, obligate or require the C.O.S.°, to change, alter, 2012— 2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF HIGHLAND Page 2 modify, or develop any different C.O.S.°. dispatch related procedures, policies, and/or standards; purchase or use any special or additional equipment; or, alternatively, prohibit the C.O.S.°. from implementing any future communication-related changes that the 0.C.S.O., in its sole judgment and discretion, believes to be in its best interest. 9 MUNICIPALITY shall be solely and exclusively responsible during the term of this Agreement for guaranteeing that: (a) all MUNICIPAL FIRE PERSONNEL radios and other communication equipment will be properly set, adjusted, and maintained to receive any FIRE DISPATCH SERVICE from the C.O.S.°. and/or COUNTY AGENT and will comply with all current and future applicable 0.C.S.O. dispatching procedures, policies, standards, technical specifications, and/or any applicable state or federal communication requirements, including, but not limited, to all Federal Communications Commission orders, regulations, and policies; (b) all MUNICIPAL FIRE PERSONNEL will be adequately trained and will comply with all current and future applicable 0.C.S.O, dispatching procedures, policies, standards, technical specifications and/or any applicable state or federal communication requirements, including, but not limited, to all Federal Communications Commission orders, regulations, and policies; and (c) the MUNICIPALITY and all MUNICIPAL FIRE PERSONNEL shall at all times promptly and properly notify the designated COUNTY AGENT of any on-duty or off- duty status and/or availability or unavailability of MUNICIPAL FIRE PERSONNEL to receive FIRE DISPATCH SERVICE from the 0.0.5.0. 10 The MUNICIPALITY shall be solely and exclusively responsible for all costs, expenses and • liabilities associated with the purchase, lease, operation, and/or use of any MUNICIPAL FIRE PERSONNEL radio or other communication equipment. The 0.C.S.O. shall not be obligated to provide MUNICIPAL FIRE PERSONNEL with any radio or other communication equipment of any kind. MUNICIPALITY shall not be obligated under the terms of this Agreement to supply or provide the C.O.S.°. with any additional telephones, telephone lines, radios, other communications equipment, or property. 11. The C.O.S.°. may, at its sole discretion and expense, inspect any MUNICIPAL FIRE PERSONNEL radio or other communication equipment to ensure that it conforms with applicable 0.05.0. dispatching procedures, policies, standards, technical specifications, and/or state and federal law. If the inspection reveals a lack of conformance, the 0.C.S.O. shall notify the MUNICIPALITY in writing of the specific violations. The MUNICIPALITY shall address and correct such violations at its own expense within thirty (30) calendar days of receiving the written notice or present a written plan to 0.C.S.O. within 15 calendar days setting forth a procedure for correcting the violations. If MUNICIPALITY fails to address and/or correct such violations within the time period set forth in this paragraph, the 0.C.S.O. may terminate and/or cancel the Agreement. 12, In consideration of the COUNTY'S promises and efforts under this Agreement, MUNICIPALITY shall pay the COUNTY $2,425.00 (Two Thousand Four Hundred Twenty Five Dollars) per month for the months of April 1,2012 through March 31, 2013, $2,473.00 (Two Thousand Four Hundred Seventy Three Dollars) per month for the months of April 1, 2013 through March 31, 2014 and $2,523.00 (Two Thousand Five Hundred Twenty Three Dollars) per month for the months of April 1, 2014 through March 31, 2015. Said payments shall be made as follows: 12.1 The COUNTY shall send an invoice to the MUNICIPALITY on the first calendar day of each month for services rendered the previous month. The MUNICIPALITY shall have 30 days from the date of each invoice to make payment. For example, for services rendered in July of 2012, the COUNTY will bill the MUNICIPALITY on August 1, 2012 and the MUNICIPALITY shall pay the invoice within 30 days of the invoice date. 12.2 All Monthly payments shall be due and payable by MUNICIPALITY without any further notice or demand from the COUNTY. 12.3 Each monthly payment shall be made by a check drawn on a MUNICIPALITY account and shall be made payable to the County of Oakland and delivered to the attention of: Mr. 2012 — 2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF HIGHLAND Page 3 Andy Meisner, Oakland County Treasurer, 1200 N. Telegraph Road, Pontiac, MI 48341- 0479 (or such other person as the COUNTY may from time to time designate in writing). 12.4 Each payment shall clearly identify that it is a monthly payment being made pursuant to this Agreement and identify the calendar month for which MUNICIPALITY intended the payment to apply. The COUNTY, in its discretion, may apply any monthly payment received from MUNICIPALITY to any past due amount or monthly payment then due and owing to the COUNTY pursuant to this Agreement. 13. If the MUNICIPALITY, for any reason, fails to pay the COUNTY any monies when and as duo under this Agreement, the MUNICIPALITY agrees that unless expressly prohibited by law, the COUNTY or the County Treasurer, at their sole option, shall be entitled to setoff from any other MUNICIPALITY funds that are in the COUNTY'S possession for any reason. Funds include but are not limited to the Delinquent Tax Revolving Fund ('DTRF"). Any setoff or retention of funds by the COUNTY shall be deemed a voluntary assignment of the amount by the MUNICIPALITY to the COUNTY. The MUNICIPALITY waives any CLAIMS against the COUNTY or its Officials for any acts related specifically to the COUNTY'S offsetting or retaining such amounts. This paragraph shall not limit the MUNICIPALITY'S legal right to dispute whether the underlying amount retained by the COUNTY was actually due and owing under this Agreement. If the COUNTY chooses not to exercise its right to setoff or if any setoff is insufficient to fully pay the COUNTY any amounts due and owing the COUNTY under this Agreement, the COUNTY shall have the right to charge up to the then-maximum legal interest on any unpaid amount. Interest charges shall be in addition to any other amounts due to the County under this Agreement. Interest charges shall be calculated using the daily unpaid balance method and accumulate until all outstanding amounts an accumulated interest are fully paid. Nothing in this Section shall operate to limit the COUNTY'S right to pursue or exercise any otner legal rights or remedies under this Agreement against MUNICIPALITY to secure reimbursement of amounts due the COUNTY under this Agreement. The remedies in this paragraph shall be available to the COUNTY on an ongoing and successive basis if MUNICIPALITY at any time becomes delinquent in its payments. Notwithstanding any other terms and conditions in this Agreement, if the COUNTY pursues any legal action in any court to secure its payment under this Agreement, the MUNICIPALITY agrees to pay all costs and expenses, including attorney's fees and court costs, incurred by the County in the collection of any amount owed by MUNICIPALITY. 14. The MUNICIPALITY agrees that all MUNICIPALITY representations, liabilities, payment obligations and/or any other related obligations provided for in this Agreement with regard to any acts, occurrences, events, transactions or CLAIMS either occurring or having their basis in any events or transactions that occurred before the cancellation or expiration of this Agreement shall survive the cancellation or expiration of this Agreement. The parties agree that the expiration, cancellation, or termination of this Agreement shall be without prejudice to any rights or claims of either party against the other and shall not relieve either party of any obligations which, by their nature, survive expiration or termination of this Agreement. 15. Each party shall be responsible for any CLAIM made against that party and for the acts of its Employees or Agents. 16. In any CLAIM that may arise from the performance of this Agreement, each Party shall seek its own legal representation and bear the costs associated with such representation, including any attorney fees. 17. Except as otherwise provided in this Agreement, neither Party shall have any right under any legal principle to be indemnified by the other Party or any of its employees or AGENTS in connection with any CLAIM. 18. This Agreement does not, and is not intended to, impair, divest, delegate or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty or immunity of the 2012 2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF HIGHLAND Page 4 Parties. Nothing in this Agreement shall be construed as a waiver of governmental immunity for either Party. 19. This Agreement does not, and is not intended to, create, by implication or otherwise, any direct or indirect obligation, duty, promise, benefit, and/or right to be indemnified, or any other right of any kind in favor of any person, organization, alleged third party beneficiary, or any right to be contractually, legally, equitably or otherwise subrogated to any indemnification or any other rights provided under the terms of this Agreement. 20. Neither the COUNTY nor any COUNTY AGENT, by virtue of this Agreement or otherwise, shall be considered employees of the MUNICIPALITY. The COUNTY and/or any COUNTY AGENTS legal status and relationship to the MUNICIPALITY shall be that of an Independent Contractor. No MUNICIPAL FIRE PERSONNEL shall, by virtue of this Agreement or otherwise, be considered an employee, agent, or working under the supervision and control of the COUNTY and/or any COUNTY AGENT. 21. The MUNICIPALITY and the 0.C.S.O. shall each remain the sole and exclusive employer of each of Their respective employees. The MUNICIPALITY and COUNTY each agree to remain solely and exclusively responsible for the payment of each of their respective employees wages, compensation, overtime wages, expenses, fringe benefits, pension, retirement benefits, training expenses, or other allowances or reimbursements of any kind, including, but not limited to, workers' disability compensation, unemployment compensation, Social Security Act protection and benefits, employment taxes, or any other statutory or contractual right or benefit based, in any way, upon employment. 22. This Agreement does not, and is not it intended to, create, change, modify, supplement, supersede, or otherwise affect or control, in any manner, any term or condition of employment of any COUNTY AGENT, or any applicable 0.C.S.O. employment and/or union contract, any level or amount of supervision, any standard of performance, any sequence or manner of performance, and/or any 0.C.S.O. rule, regulation, training and education standard, hours of work, shift assignment, order, policies, procedure, directive, ethical guideline, etc., which shall solely and exclusively, govern and control the employment relationship between the 0.C.S.O. and/or all conduct and actions of any COUNTY AGENT. 23. Neither the MUNICIPALITY nor any MUNICIPAL FIRE PERSONNEL shall provide, furnish or assign any COUNTY AGENT with any job instructions, job descriptions, job specifications, or job duties, or, in any manner, attempt to control, supervise, train, or direct any COUNTY AGENT in the performance of any COUNTY duty or obligation under the terms of this Agreement. 24. The MUNICIPALITY shall promptly deliver to the 0.C.S.O. written notice and copies of any CLAIM, accusation or allegation of negligence or other wrongdoing, whether civil or criminal in nature, that the MUNICIPALITY becomes aware of which involves, in any way, the 0.C.S.O. or any COUNTY AGENT. The MUNICIPALITY shall cooperate with the 0.C.S.O. in any investigation conducted by the SHERIFF of any act or performance of any duties by any COUNTY AGENT. 25. Subject to the following Paragraph, and unless canceled as provided for in this Paragraph, this Agreement shall become effective during the month specified in paragraph 12 , and shall remain in effect continuously until it expires, without any further act or notice being required of any party, at 11:59 P.M. on March 31, 2015. This Agreement may be cancelled for any reason, including the convenience of any Party, and without any penalty, before its March 31, 2015 expiration by delivering a written notice of the cancellation to the other signatories to this Agreement, or their successors in office. Such written notice shall provide at least ninety (90) calendar day notice of the effective date of cancellation, and such cancellation of this Agreement shall be effective at 11:59 P.M. on the last calendar day of the calendar month following the expiration of the 90 calendar day notice period. If this Agreement is terminated for any reason, the MUNICIPALITY will fully reimburse the COUNTY for all direct and indirect labor costs incurred by the COUNTY as a result of the Agreement's termination. 2012 — 2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF HIGHLAND Page 5 Such costs include, but are not limited to, unemployment compensation claims made by COUNTY employees hired by the COUNTY to fulfill the terms of this Agreement. 26. This Agreement, and any subsequent amendments, shall not become effective prior to approval by resolution of the COUNTY Board of Commissioners and the MUNICIPALITY'S Governing Body. The approval and terms of this Agreement shall be entered into the official minutes and proceedings of the COUNTY Board of Commissioners and MUNICIPALITY Council and shall also be filed with the Office of the Clerk for the COUNTY and the MUNICIPALITY Clerk. In addition, this Agreement. and any subsequent amendments, shall be filed by a designated COUNTY AGENT with the Secretary of State for the State of Michigan and shall not become effective prior to the filing of this Agreement with the Secretary of State. 27. Any signatory or any signatories' successor in office to this Agreement shall send, by first class mail, any correspondence and written notices required or permitted by this Agreement to each of the signatories of this Agreement, or any signatories' successor in office, to the addresses shown in this Agreement. Any written notice required or permitted under this Agreement shall be considered delivered to a party as of the date that such notice is deposited, with sufficient postage, with the U.S. Postal Service, 28. This Agreement is made and entered into in the State of Michigan and shall in all respects be interpreted, enforced and governed under the laws of the State of Michigan. The language of all parts of this Agreement is intended to and, in all cases, shall be construed as a whole, according to its fair meaning, and not construed strictly for or against any Party. As used in this Agreement, the singular or plural number, possessive or non-possessive, shall be deemed to include the other whenever the context so suggests or requires. 29. Absent an express written waiver, the failure of any party to pursue any right granted under this Agreement shall not be deemed a waiver of that right regarding any existing or subsequent breach or default under this Agreement. No failure or delay on the part of any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall a single or partial exercise of any right, power or privilege preclude any other or further exercise of any other right, power or privilege. 30. The COUNTY and MUNICIPALITY acknowledge that this Agreement shall be binding upon them and, to the extent permitted by law, upon their administrators, representatives, executors, successors and assigns, and all persons acting by, through, under, or in concert with any of them. 31. This Agreement sets forth the entire contract and understanding between the COUNTY and MUNICIPALITY and fully supersedes any and all prior contracts, agreements or understandings between them in any way related to the subject matter hereof after the effective date of this Agreement shall remain effective and enforceable for any CLAIM arising or occurring during any prior contract period. This Agreement shall not be changed or supplemented orally. This Agreement may be amended only by concurrent resolutions of the COUNTY Board of Commissioners and MUNICIPALITY Governing Body in accordance with the procedures set forth herein. 32. Each Party shall comply with all federal, state, and local statutes, ordinances, regulations, administrative rules, requirements applicable to its activities performed under this Agreement. 33. 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. 34. This Agreement, consisting of seven (7) pages, sets forth the entire contract and understanding between the COUNTY and the MUNICIPALITY and fully supersedes any and all prior contracts, agreements or over any actual or apparent conflict with any term of condition in such a contract. It is further understood and agreed that the terms of this Agreement are contractual and are not a mere recital and that there are no other contracts, understandings, or representations between the 2012 — 2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF HIGHLAND Page 6 COUNTY and the MUNICIPALITY in any way related to the subject matter hereof, except as expressly stated herein. This Agreement shall not be changed or supplemented orally. This Agreement may be amended only by concurrent resolutions of the COUNTY Board of Commissioners and the MUNICIPALITY governing body in accordance with the procedures set forth herein. 35. For and in consideration of the mutual promises, acknowledgments, representations, and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the COUNTY and the MUNICIPALITY hereby agree and promise to be bound by the terms and provisions of this Agreement. IN WITNESS WHEREOF, Patricia Pilchowski, Supervisor of the Charter Township of Highland, hereby acknowledges that he or she has been authorized by resolution of the Charter Township of Highland Board of Trustees (a certified copy of which is attached) to execute this Agreement on behalf of the Charter Township of Highland and hereby accepts and binds the Township to the terms and conditions of this Agreement on this day of 2011. WITNESS: THE CHARTER TOWNSHIP OF HIGHLAND a Michigan Municipal Corporation BY: PATRICIA PILCHOWSKI Supervisor By: MARY L. McDONELL Clerk IN WITNESS WHEREOF, Michael Gingell, Jr., Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners (a certified copy of which is attached) to execute this amendment to the Current Agreement on behalf of the COUNTY OF OAKLAND and hereby accepts and binds the COUNTY OF OAKLAND to the terms and conditions of this Agreement on this day of , 2011. WITNESS: COUNTY OF OAKLAND, a Michigan Municipal Corporation BY: Michael Gingell, Chairperson Oakland County Board of Commissioner IN WITNESS WHEREOF, MICHAEL J. BOUCHARD, in his official capacity as the OAKLAND COUNTY SHERIFF, a Michigan Constitutional Office, hereby concurs and accepts the terms and conditions of this Agreement on this day of 2011. WITNESS: OAKLAND COUNTY SHERIFF, a Michigan Constitutional Officer BY: MICHAEL J. BOUCHARD, Oakland County Sheriff 2012 — 2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF HIGHLAND Page 7 2012 — 2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF INDEPENDENCE This Agreement is made and entered into between the COUNTY OF OAKLAND, a Michigan Constitutional and Municipal Corporation, whose address is 1200 North Telegraph Road, Pontiac, Michigan 48341 (the "COUNTY"), and the CHARTER TOWNSHIP OF INDEPENDENCE whose address is 6483 Weldon Center Drive, Clarkston, Michigan 48346 (the "MUNICIPALITY"). In this Agreement, the COUNTY shall be represented by the OAKLAND COUNTY SHERIFF, in his official capacity as a Michigan Constitutional Officer, whose address is 1200 North Telegraph Road, Bldg. 38 E., Pontiac, Michigan 48341 (the "SHERIFF"). In this Agreement, whenever the COUNTY and the SHERIFF are intended to be referred to jointly, they shall collectively be referred to as the "OAKLAND COUNTY SHERIFF'S OFFICE" ("O.C.S.0.") WITNESSETH WHEREAS, the MUNICIPALITY is authorized by law to provide fire protection service for its residents; WHEREAS, in order to provide effective fire protection services for its residents, the MUNICIPALITY must also provide Fire Department communication and dispatch functions; and WHEREAS, the 0.C.S.O. provides police communication and dispatch functions and has the capability to provide fire dispatch but, absent this Agreement, is not obligated to provide "FIRE DISPATCH SERVICE", as defined in this Agreement, for the MUNICIPALITY; and WHEREAS, the COUNTY and MUNICIPALITY may enter into a contract by which the 0.C.S.O. would provide FIRE DISPATCH SERVICE for MUNICIPALITY; and WHEREAS, the MUNICIPALITY has concluded that it is more cost effective to contract for FIRE DISPATCH SERVICE with the 0.C.S.O. than to equip and staff its own fire communication and dispatch center; and WHEREAS, the 0.C.S.O. agrees to provide FIRE DISPATCH SERVICE for the "MUNICIPAL FIRE PERSONNEL", as defined in this Agreement, under the following terms and conditions; NOW, THEREFORE, it is mutually agreed as follows: 1. The COUNTY, with the cooperation and approval of the SHERIFF, shall, in conjunction with its existing 0.C.S.O. police communications functions, provide FIRE DISPATCH SERVICE to MUNICIPAL FIRE PERSONNEL. 2. Except as expressly provided for in this Agreement, the Parties agree that this Agreement does not, and is not intended to, transfer, delegate, or assign to the other Party or any civil or legal responsibility, duty, obligation, duty of care, cost, legal obligation, or liability associated with any governmental function delegated and/or entrusted to either party under any existing law or regulations. 3. For all purposes and as used throughout this Agreement, the words and expressions listed below, whether used in the singular or plural, within or without quotation marks, or possessive or nonpossessive, shall be defined, read, and interpreted as follows: 3.1. "FIRE DISPATCH SERVICE" shall be defined to include: any emergency or non-emergency telephone call or notice, of any kind, received by the 0.0.5.0., which requests, requires, or, in the sole judgment of the 0.C.S.O. or a COUNTY AGENT appears to request or require the presence, attention, or services of any MUNICIPAL FIRE PERSONNEL to address, respond, 2012-2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF INDEPENDENCE Page 'I or attend to any issue, event, or circumstance involving public health or safety, an accident, an accidental injury, the protection of property, or any emergency (including, but not limited to medical, fire, and/or health), and an 0.0.5.0. or COUNTY AGENT radio communication, or any attempted radio communication to any MUNICIPAL FIRE PERSONNEL. 3.2. "MUNICIPAL FIRE PERSONNEL" shall be defined to include: all uniformed, non-uniformed, civilian, command, volunteer, administrative, and/or supervisory personnel employed and/or contracted by the MUNICIPALITY to provide, supply, support, administer, or direct any fire or emergency related services and/or any persons acting by, through, under, or in concert with any of them; or any MUNICIPALITY official, officer, employee or agent whose job duties may include the receipt of any 0.C.S.O. FIRE DISPATCH SERVICE. 3.3. "COUNTY AGENT" shall be defined to include the SHERIFF and all COUNTY elected and appointed officials, commissioners, officers, boards, committees, commissions, departments, divisions, employees (including any SHERIFF'S DEPUTY), agents, predecessors, successors, or assigns, (whether such .persons act or acted in their personal, representative, or official capacities), and all persons acting by, through, under, or in concert with any of them. COUNTY AGENT as defined in this Agreement shall also include any person who was a COUNTY AGENT at any time during the term of this Agreement but, for any reason, is no longer employed, appointed, or elected in his/her previous capacity. 3.4. "CLAIM" shall be defined to include any and all losses, complaints, demands for relief, damages, lawsuits, causes of action, proceedings, judgments, deficiencies, penalties, costs and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation, litigation expenses, amounts paid in settlement, and/or any other amount for which the COUNTY or COUNTY AGENT becomes legally and/or contractually obligated to pay, whether direct, indirect, or consequential, whether based upon any alleged violation of the constitution (federal or state). any statute, rule, regulation, or the common law, whether in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 4. The MUNICIPALITY agrees that under the terms of this Agreement, except for the FIRE DISPATCH SERVICE(S) expressly contracted for herein, that neither the 0.0.5.0. nor any COUNTY AGENT(S) shall be obligated, in any other way, to provide or assist the MUNICIPALITY or any MUNICIPAL FIRE PERSONNEL with any other direct, indirect, backup or supplemental support or police , fire or emergency-related services or protection of any kind or nature whatsoever, or send COUNTY AGENT(S) to respond, in any way, to any call for FIRE PERSONNEL services. 5. Under all circumstances, the MUNICIPALITY shall remain solely and exclusively responsible for all costs and/or liabilities associated with providing available on-duty MUNICIPAL FIRE PERSONNEL to receive and respond to FIRE DISPATCH SERVICE in a timely and professional manner. 6. The MUNICIPALITY acknowledges that there may be circumstances when, despite all reasonable 0.0.5.0. or COUNTY AGENT(S) efforts, an 0.C.S.O. or COUNTY AGENT(S) attempt to communicate or provide FIRE DISPATCH SERVICES(S) for MUNICIPAL FIRE PERSONNEL may be unsuccessful and, as a result, FIRE PERSONNEL'S timely response to a call for FIRE PERSONNEL assistance may not be forthcoming. 7. The MUNICIPALITY agrees that this Agreement does not, and is not intended to, include any 0.C.S.O. warranty, promise, or guarantee of any kind or nature whatsoever concerning the provision . of FIRE DISPATCH SERVICES(S) to the MUNICIPALITY except that the COUNTY will make a reasonable effort to provide FIRE DISPATCH SERVICE(S) for MUNICIPAL FIRE PERSONNEL consistent with existing 0.C.5.0. communication and dispatch policies, procedures, orders and standards. 8. This Agreement does not, and is not intended to, obligate or require the 0.C.S.O. to change, alter, 2012 — 2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF INDEPENDENCE Page 2 modify, or develop any different C.O.S.°. dispatch related procedures, policies, and/or standards; purchase or use any special or additional equipment; or, alternatively, prohibit the 0.C.S.O. from implementing any future communication-related changes that the 0.C.S.O., in its sole judgment and discretion, believes to be in its best interest. 9 MUNICIPALITY shall be solely and exclusively responsible during the term of this Agreement for guaranteeing that: (a) all MUNICIPAL FIRE PERSONNEL radios and other communication equipment will be properly set, adjusted, and maintained to receive any FIRE DISPATCH SERVICE from the 0.C.S.O. and/or COUNTY AGENT and will comply with all current and future applicable C.O.S.°. dispatching procedures, policies, standards, technical specifications, and/or any applicable state or federal communication requirements, including, but not limited, to all Federal Communications Commission orders, regulations, and policies; (b) all MUNICIPAL FIRE PERSONNEL will be adequately trained and will comply with all current and future applicable C.O.S.°. dispatching procedures, policies, standards, technical specifications and/or any applicable state or federal communication requirements, including, but not limited, to all Federal Communications Commission orders, regulations, and policies; and (c) the MUNICIPALITY and all MUNICIPAL FIRE PERSONNEL shall at all times promptly and properly notify the designated COUNTY AGENT of any on-duty or off- duty status and/or availability or unavailability of MUNICIPAL FIRE PERSONNEL to receive FIRE DISPATCH SERVICE from the C.O.S.°. 10 The MUNICIPALITY shall be solely and exclusively responsible for all costs, expenses and liabilities associated with the purchase, lease, operation, and/or use of any MUNICIPAL FIRE PERSONNEL radio or other communication equipment. The 0.C.S.O. shall not be obligated to provide MUNICIPAL FIRE PERSONNEL with any radio or other communication equipment of any kind. MUNICIPALITY shall not be obligated under the terms of this Agreement to supply or provide the 0.C.S.O. with any additional telephones, telephone lines, radios, other communications equipment, or property. 11. The 0.C.S.O. may, at its sole discretion and expense, inspect any MUNICIPAL FIRE PERSONNEL radio or other communication equipment to ensure that it conforms with applicable 0.C.S.O. dispatching procedures, policies, standards, technical specifications, and/or state and federal law. If the inspection reveals a lack of conformance, the 0.C.S.O. shall notify the MUNICIPALITY in writing of the specific violations. The MUNICIPALITY shall address and correct such violations at its own expense within thirty (30) calendar days of receiving the written notice or present a written plan to 0.C.S.O. within 15 calendar days setting forth a procedure for correcting the violations. If MUNICIPALITY fails to address and/or correct such violations within the time period set forth in this paragraph, the 0.C.S.O. may terminate and/or cancel the Agreement. 12, In consideration of the COUNTY'S promises and efforts under this Agreement, MUNICIPALITY shall pay the COUNTY $4,961.00 (Four Thousand Nine Hundred Sixty One Dollars) per month for the months of April 1, 2012 through March 31, 2013, $5,061 (Five Thousand Sixty One Dollars) per month for the months of April 1, 2013 through March 31, 2014 and $5,162 (Five Thousand One Hundred Sixty Two Dollars) for the months of April 1, 2014 through March 31, 2015. Said payments shall be made as follows: 12.1 The COUNTY shall send an invoice to the MUNICIPALITY on the first calendar day of each month for services rendered the previous month. The MUNICIPALITY shall have 30 days from the date of each invoice to make payment. For example, for services rendered in July of 2012, the COUNTY will bill the MUNICIPALITY on August 1, 2012 and the MUNICIPALITY shall pay the invoice within 30 days of the invoice date. 12.2 All Monthly payments shall be due and payable by MUNICIPALITY without any further notice or demand from the COUNTY. 12.3 Each monthly payment shall be made by a check drawn on a MUNICIPALITY account and shall be made payable to the County of Oakland and delivered to the attention of: Mr. 2012 —2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF INDEPENDENCE Page 3 Andy Meisner, Oakland County Treasurer, 1200 N. Telegraph Road, Pontiac, MI 48341- 0479 (or such other person as the COUNTY may from time to time designate in writing). 12.4 Each payment shall clearly identify that it is a monthly payment being made pursuant to this Agreement and identify the calendar month for which MUNICIPALITY intended the payment to apply. The COUNTY, in its discretion, may apply any monthly payment received from MUNICIPALITY to any past due amount or monthly payment then due and owing to the COUNTY pursuant to this Agreement. 13. If the MUNICIPALITY, for any reason, fails to pay the COUNTY any monies when and as due under this Agreement, the MUNICIPALITY agrees that unless expressly prohibited by law, the COUNTY or the County Treasurer, at their sole option, shall be entitled to setoff from any other MUNICIPALITY funds that are in the COUNTY'S possession for any reason. Funds include but are not limited to the Delinquent Tax Revolving Fund ("DTRF"). Any setoff or retention of funds by the COUNTY shall be deemed a voluntary assignment of the amount by the MUNICIPALITY to the COUNTY, The MUNICIPALITY waives any CLAIMS against the COUNTY or its Officials for any acts related specifically to the COUNTY'S offsetting or retaining such amounts. This paragraph shall not limit the MUNICIPALITY'S legal right to dispute whether the underlying amount retained by the COUNTY was actually due and owing under this Agreement. If the COUNTY chooses not to exercise its right to setoff or if any setoff is insufficient to fully pay the COUNTY any amounts due and owing the COUNTY under this Agreement, the COUNTY shall have the right to charge up to the then-maximum legal interest on any unpaid amount. Interest charges shall be in addition to any other amounts due to the County under this Agreement. Interest charges shall be calculated using the daily unpaid balance method and accumulate until all outstanding amounts an accumulated interest are fully paid. Nothing in this Section shall operate to limit the COUNTY'S right to pursue or exercise any other legal rights or remedies under this Agreement against MUNICIPALITY to secure reimbursement of amounts due the COUNTY under this Agreement. The remedies in this paragraph shall be available to the COUNTY on an ongoing and successive basis if MUNICIPALITY at any time becomes delinquent in its payments. Notwithstanding any other terms and conditions in this Agreement, if the COUNTY pursues any legal action in any court to secure its payment under this Agreement, the MUNICIPALITY agrees to pay all costs and expenses, including attorney's fees and court costs, incurred by the County in the collection of any amount owed by MUNICIPALITY. 14. The MUNICIPALITY agrees that all MUNICIPALITY representations, liabilities, payment obligations and/or any other related obligations provided for in this Agreement with regard to any acts, occurrences, events, transactions or CLAIMS either occurring or having their basis in any events or transactions that occurred before the cancellation or expiration of this Agreement shall survive the cancellation or expiration of this Agreement. The parties agree that the expiration, cancellation, or termination of this Agreement shall be without prejudice to any rights or claims of either party against the other and shall not relieve either party of any obligations which, by their nature, survive expiration or termination of this Agreement. 15. Each party shall be responsible for any CLAIM made against that party and for the acts of its Employees or Agents. 16. In any CLAIM that may arise from the performance of this Agreement, each Party shall seek its own legal representation and bear the costs associated with such representation, including any attorney fees. 17. Except as otherwise provided in this Agreement, neither Party shall have any right under any legal principle to be indemnified by the other Party or any of its employees or AGENTS in connection with any CLAIM. 18. This Agreement does not, and is not intended to, impair, divest, delegate or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty or immunity of the 2012 —2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF INDEPENDENCE Page 4 Parties. Nothing in this Agreement shall be construed as a waiver of governmental immunity for either Party. 19. This Agreement does not, and is not intended to, create, by implication or otherwise, any direct or indirect obligation, duty, promise, benefit, and/or right to be indemnified, or any other right of any kind in favor of any person, organization, alleged third party beneficiary, or any right to be contractually, legally, equitably or otherwise subrogated to any indemnification or any other rights provided under the terms of this Agreement. 20. Neither the COUNTY nor any COUNTY AGENT, by virtue of this Agreement or otherwise, shall be considered employees of the MUNICIPALITY, The COUNTY and/or any COUNTY AGENTS legal status and relationship to the MUNICIPALITY shall be that of an Independent Contractor. No MUNICIPAL FIRE PERSONNEL shall, by virtue of this Agreement or otherwise, be considered an employee, agent, or working under the supervision and control of the COUNTY and/or any COUNTY AGENT. 21. The MUNICIPALITY and the 0.C.S.O. shall each remain the sole and exclusive employer of each of their respective employees. The MUNICIPALITY and COUNTY each agree to remain solely and exclusively responsible for the payment of each of their respective employees' wages, compensation, overtime wages, expenses, fringe benefits, pension, retirement benefits, training expenses, or other allowances or reimbursements of any kind, including, but not limited to, workers' disability compensation, unemployment compensation, Social Security Act protection and benefits, employment taxes, or any other statutory or contractual right or benefit based, in any way, upon employment. 22. This Agreement does not, and is not it intended to, create, change, modify, supplement, supersede, or otherwise affect or control, in any manner, any term or condition of employment of any COUNTY AGENT, or any applicable 0.C.S.O. employment and/or union contract, any level or amount of supervision, any standard of performance, any sequence or manner of performance, and/or any 0.C.S.O. rule, regulation, training and education standard, hours of work, shift assignment, order, policies, procedure, directive, ethical guideline. etc., which shall solely and exclusively, govern and control the employment relationship between the 0.C.S.O. and/or all conduct and actions of any COUNTY AGENT. 23. Neither the MUNICIPALITY nor any MUNICIPAL FIRE PERSONNEL shall provide, furnish or assign any COUNTY AGENT with any job instructions, job descriptions, job specifications, or job duties, or, in any manner, attempt to control, supervise, train, or direct any COUNTY AGENT in the performance of any COUNTY duty or obligation under the terms of this Agreement. 24, The MUNICIPALITY shall promptly deliver to the 0.C.S.O. written notice and copies of any CLAIM, accusation or allegation of negligence or other wrongdoing, whether civil or criminal in nature, that the MUNICIPALITY becomes aware of which involves, in any way, the 0.C.S.O, or any COUNTY AGENT. The MUNICIPALITY shall cooperate with the 0.C.S.0, in any investigation conducted by the SHERIFF of any act or performance of any duties by any COUNTY AGENT. 25. Subject to the following Paragraph, and unless canceled as provided for in this Paragraph, this Agreement shall become effective during the month specified in paragraph 12 , and shall remain in effect continuously until it expires, without any further act or notice being required of any party, at 11:59 P.M. on March 31, 2015. This Agreement may be cancelled for any reason, including the convenience of any Party, and without any penalty, before its March 31, 2015 expiration by delivering a written notice of the cancellation to the other signatories to this Agreement, or their successors in office. Such written notice shall provide at least ninety (90) calendar day notice of the effective date of cancellation, and such cancellation of this Agreement shall be effective at 11:59 P.M. on the laSt calendar day of the calendar month following the expiration of the 90 calendar day notice period. If this Agreement is terminated for any reason, the MUNICIPALITY will fully reimburse the COUNTY for all direct and indirect labor costs incurred by the COUNTY as a result of the Agreement's termination. 2012 — 2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF INDEPENDENCE Page 5 Such costs include, but are not limited to, unemployment compensation claims made by COUNTY employees hired by the COUNTY to fulfill the terms of this Agreement. 26. This Agreement, and any subsequent amendments, shall not become effective prior to approval by resolution of the COUNTY Board of Commissioners and the MUNICIPALITY'S Governing Body. The approval and terms of this Agreement shall be entered into the official minutes and proceedings of the COUNTY Board of Commissioners and MUNICIPALITY Council and shall also be filed with the Office of the Clerk for the COUNTY and the MUNICIPALITY Clerk. In addition, this Agreement, and any subsequent amendments, shall be filed by a designated COUNTY AGENT with the Secretary of State for the State of Michigan and shall not become effective prior to the filing of this Agreement with the Secretary of State. 27. Any signatory or any signatories' successor in office to this Agreement shall send, by first class mail, any correspondence and written notices required or permitted by this Agreement to each of the signatories of this Agreement, or any signatories' successor in office, to the addresses shown in this Agreement. Any written notice required or permitted under this Agreement shall be considered delivered to a party as of the date that such notice is deposited, with sufficient postage, with the U.S. Postal Service, 28. This Agreement is made and entered into in the State of Michigan and shall in all respects be interpreted, enforced and governed under the laws of the State of Michigan. The language of all parts of this Agreement is intended to and, in all cases, shall be construed as a whole, according to its fair meaning, and not construed strictly for or against any Party. As used in this Agreement, the singular or plural number, possessive or non-possessive, shall be deemed to include the other whenever the context so suggests or requires. 29. Absent an express written waiver, the failure of any party to pursue any right granted under this Agreement shall not be deemed a waiver of that right regarding any existing or subsequent breach or default under this Agreement. No failure or delay on the part of any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall a single or partial exercise of any right, power or privilege preclude any other or further exercise of any other right, power or privilege. 30. The COUNTY and MUNICIPALITY acknowledge that this Agreement shall be binding upon them and, to the extent permitted by law, upon their administrators, representatives, executors, successors and assigns, and all persons acting by, through, under, or in concert with any of them. 31. This Agreement sets forth the entire contract and understanding between the COUNTY and MUNICIPALITY and fully supersedes any and all prior contracts, agreements or understandings between them in any way related to the subject matter hereof after the effective date of this Agreement shall remain effective and enforceable for any CLAIM arising or occurring during any prior contract period. This Agreement shall not be changed or supplemented orally. This Agreement may be amended only by concurrent resolutions of the COUNTY Board of Commissioners and MUNICIPALITY Governing Body in accordance with the procedures set forth herein. 32. Each Party shall comply with all federal, state, and local statutes, ordinances, regulations, administrative rules, requirements applicable to its activities performed under this Agreement. 33. 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. 34. This Agreement, consisting of seven (7) pages, sets forth the entire contract and understanding between the COUNTY and the MUNICIPALITY and fully supersedes any and all prior contracts, agreements or over any actual or apparent conflict with any term of condition in such a contract. It is further understood and agreed that the terms of this Agreement are contractual and are not a mere recital and that there are no other contracts, understandings, or representations between the 2012 — 2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF INDEPENDENCE Page 6 COUNTY and the MUNICIPALITY in any way related to the subject matter hereof, except as expressly stated herein. This Agreement shall not be changed or supplemented orally. This Agreement may be amended only by concurrent resolutions of the COUNTY Board of Commissioners and the MUNICIPALITY governing body in accordance with the procedures set forth herein. 35. For and in consideration of the mutual promises, acknowledgments, representations, and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the COUNTY and the MUNICIPALITY hereby agree and promise to be bound by the terms and provisions of this Agreement. IN WITNESS WHEREOF, David Wagner, Supervisor of the Charter Township of Independence, hereby acknowledges that he or she has been authorized by resolution of the Charter Township Board of Trustees (a certified copy of which is attached) to execute this Agreement on behalf of the Township and hereby accepts and binds the Township to the terms and conditions of this Agreement on this day of 2011. WITNESS THE CHARTER TOWNSHIP OF INDEPENDENCE a Michigan Municipal Corporation BY: David Wagner Supervisor By: Barbara Pallotta Clerk IN WITNESS WHEREOF, Michael Gingell, Jr., Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners (a certified copy of which is attached) to execute this amendment to the Current Agreement on behalf of the COUNTY OF OAKLAND and hereby accepts and binds the COUNTY OF OAKLAND to the terms and conditions of this Agreement on this day of , 2011. WITNESS: COUNTY OF OAKLAND, a Michigan Municipal Corporation BY: Michael Gingell, Chairperson Oakland County Board of Commissioners IN WITNESS WHEREOF, MICHAEL J. BOUCHARD, in his official capacity as the OAKLAND COUNTY SHERIFF, a Michigan Constitutional Office, hereby concurs and accepts the terms and conditions of this Agreement on this day of , 2011. WITNESS: OAKLAND COUNTY SHERIFF, a Michigan Constitutional Officer BY: MICHAEL J. BOUCHARD, Oakland County Sheriff 2012— 2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF INDEPENDENCE Page 7 2012 — 2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF LYON This Agreement is made and entered into between the COUNTY OF OAKLAND, a Michigan Constitutional and Municipal Corporation, whose address is 1200 North Telegraph Road, Pontiac, Michigan 48341 (the "COUNTY"), and the CHARTER TOWNSHIP OF LYON whose address is 58000 Grand River Avenue, new Hudson, Michigan 48165 (the "MUNICIPALITY"). In this Agreement, the COUNTY shall be represented by the OAKLAND COUNTY SHERIFF, in his official capacity as a Michigan Constitutional Officer, whose address is 1200 North Telegraph Road, Bldg. 38 E., Pontiac, Michigan 48341 (the "SHERIFF"). In this Agreement, whenever the COUNTY and the SHERIFF are intended to be referred to jointly, they shall collectively be referred to as the "OAKLAND COUNTY SHERIFF'S OFFICE" ("0.C.S.0.") WITNESSETH WHEREAS, the MUNICIPALITY is authorized by law to provide fire protection service for its residents; WHEREAS, in order to provide effective fire protection services for its residents, the MUNICIPALITY must also provide Fire Department communication and dispatch functions; and WHEREAS, the 0.C.S.O. provides police communication and dispatch functions and has the capability to provide fire dispatch but, absent this Agreement, is not obligated to provide "FIRE DISPATCH SERVICE", as defined in this Agreement, for the MUNICIPALITY; and WHEREAS, the COUNTY and MUNICIPALITY may enter into a contract by which the 0.C.S.O. would provide FIRE DISPATCH SERVICE for MUNICIPALITY; and WHEREAS, the MUNICIPALITY has concluded that it is more cost effective to contract for FIRE DISPATCH SERVICE with the 0.C.S.O. than to equip and staff its own fire communication and dispatch center; and WHEREAS, the 0.C.S.O. agrees to provide FIRE DISPATCH SERVICE for the 'MUNICIPAL FIRE PERSONNEL", as defined in this Agreement, under the following terms and conditions; NOW, THEREFORE, it is mutually agreed as follows: 1. The COUNTY, with the cooperation and approval of the SHERIFF, shall, in conjunction with its existing 0.C.S.O. police communications functions, provide FIRE DISPATCH SERVICE to MUNICIPAL FIRE PERSONNEL, 2. Except as expressly provided for in this Agreement, the Parties agree that this Agreement does not, and is not intended to, transfer, delegate, or assign to the other Party or any civil or legal responsibility, duty, obligation, duty of care, cost, legal obligation, or liability associated with any governmental function delegated and/or entrusted to either party under any existing law or regulations. 3. For all purposes and as used throughout this Agreement, the words and expressions listed below, whether used in the singular or plural, within or without quotation marks, or possessive or nonpossessive, shall be defined, read, and interpreted as follows: 3.1. "FIRE DISPATCH SERVICE" shall be defined to include: any emergency or non-emergency telephone call or notice, of any kind, received by the 0.C.S.O., which requests, requires, or, in the sole judgment of the 0.C.S.O. or a COUNTY AGENT appears to request or require the presence, attention, or services of any MUNICIPAL FIRE PERSONNEL to address, respond, 2012 — 2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF LYON Page 1 or attend to any issue, event, or circumstance involving public health or safety, an accident, an accidental injury, the protection of property, or any emergency (including, but not limited to medical, fire, and/or health), and an C.O.S.°. or COUNTY AGENT radio communication, or any attempted radio communication to any MUNICIPAL FIRE PERSONNEL. 3.2. "MUNICIPAL FIRE PERSONNEL" shall be defined to include: all uniformed, non-uniformed, civilian, command, volunteer, administrative, and/or supervisory personnel employed and/or contracted by the MUNICIPALITY to provide, supply, support, administer, or direct any fire or emergency related services and/or any persons acting by, through, under, or in concert with any of them; or any MUNICIPALITY official, officer, employee or agent whose job duties may include the receipt of any 0.C.S.O. FIRE DISPATCH SERVICE. 3.3. "COUNTY AGENT" shall be defined to include the SHERIFF and all COUNTY elected and appointed officials, commissioners, officers, boards, committees, commissions, departments. divisions, employees (including any SHERIFF'S DEPUTY), agents, predecessors, successors, or assigns, (whether such persons act or acted in their personal. representative, or official capacities), and all persons acting by, through, under, or in concert with any of them. COUNTY AGENT as defined in this Agreement shall also include any person who was a COUNTY AGENT at any time during the term of this Agreement but, for any reason, is no longer employed, appointed, or elected in his/her previous capacity, 3.4. "CLAIM" shall be defined to include any and all losses, complaints, demands for relief, damages, lawsuits, causes of action, proceedings, judgments, deficiencies, penalties, costs and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation, litigation expenses, amounts paid in settlement, and/or any other amount for which the COUNTY or COUNTY AGENT becomes legally and/or contractually obligated to pay, whether direct, indirect, or consequential, whether based upon any alleged violation of the constitution (federal or state). any statute, rule, regulation, or the common law, whether in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 4. The MUNICIPALITY agrees that under the terms of this Agreement, except for the FIRE DISPATCH SERVICE(S) expressly contracted for herein, that neither the C.O.S.°. nor any COUNTY AGENT(S) shall be obligated, in any other way, to provide or assist the MUNICIPALITY or any MUNICIPAL FIRE PERSONNEL with any other direct, indirect, backup or supplemental support or police , fire or emergency-related services or protection of any kind or nature whatsoever, or send COUNTY AGENT(S) to respond, in any way, to any call for FIRE PERSONNEL services. 5. Under all circumstances, the MUNICIPALITY shall remain solely and exclusively responsible for all costs and/or liabilities associated with providing available on-duty MUNICIPAL FIRE PERSONNEL to receive and respond to FIRE DISPATCH SERVICE in a timely and professional manner. 6. The MUNICIPALITY acknowledges that there may be circumstances when, despite all reasonable 0.C.S.O. or COUNTY AGENT(S) efforts, an 0.C.S.O. or COUNTY AGENT(S) attempt to communicate or provide FIRE DISPATCH SERVICES(S) for MUNICIPAL FIRE PERSONNEL may be unsuccessful and, as a result, FIRE PERSONNEL'S timely response to a call for FIRE PERSONNEL assistance may not be forthcoming. 7. The MUNICIPALITY agrees that this Agreement does not, and is not intended to, include any 0.C.S.O. warranty, promise, or guarantee of any kind or nature whatsoever concerning the provision of FIRE DISPATCH SERVICES(S) to the MUNICIPALITY except that the COUNTY will make a reasonable effort to provide FIRE DISPATCH SERVICE(S) for MUNICIPAL FIRE PERSONNEL consistent with existing 0.C.S.O. communication and dispatch policies, procedures, orders and standards. 8. This Agreement does not, and is not intended to, obligate or require the 0.C.S.O. to change, alter, 2012 —2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF LYON Page 2 modify, or develop any different 0.C.S.O, dispatch related procedures, policies, and/or standards; purchase or use any special or additional equipment; or, alternatively, prohibit the C.O.S.°. from implementing any future communication-related changes that the 0.C.S.O., in its sole judgment and discretion, believes to be in its best interest. 9 MUNICIPALITY shall be solely and exclusively responsible during the term of this Agreement for guaranteeing that: (a) all MUNICIPAL FIRE PERSONNEL radios and other communication equipment will be properly set, adjusted, and maintained to receive any FIRE DISPATCH SERVICE from the 0.C.S.O. and/or COUNTY AGENT and will comply with all current and future applicable 0.C.S.O. dispatching procedures, policies, standards, technical specifications, and/or any applicable state or federal communication requirements, including, but not limited, to all Federal Communications Commission orders, regulations, and policies; (b) all MUNICIPAL FIRE PERSONNEL will be adequately trained and will comply with all current and future applicable 0,C.S.O. dispatching procedures, policies, standards, technical specifications and/or any applicable state or federal communication requirements, including, but not limited, to all Federal Communications Commission orders, regulations, and policies; and (c) the MUNICIPALITY and all MUNICIPAL FIRE PERSONNEL shall at all times promptly and properly notify the designated COUNTY AGENT of any on-duty or off- duty status and/or availability or unavailability of MUNICIPAL FIRE PERSONNEL to receive FIRE DISPATCH SERVICE from the C.O.S.°. 10 The MUNICIPALITY shall be solely and exclusively responsible for all costs, expenses and liabilities associated with the purchase, lease, operation, and/or use of any MUNICIPAL FIRE PERSONNEL radio or other communication equipment. The 0.C.S.O. shall not be obligated to provide MUNICIPAL FIRE PERSONNEL with any radio or other communication equipment of any kind. MUNICIPALITY shall not be obligated under the terms of this Agreement to supply or provide the 0.C.S.O. with any additional telephones, telephone lines, radios, other communications equipment, or property. 11. The 0.C.S.O. may, at its sole discretion and expense, inspect any MUNICIPAL FIRE PERSONNEL radio or other communication equipment to ensure that it conforms with applicable 0.C.S.O. dispatching procedures, policies, standards, technical specifications, and/or state and federal law. If the inspection reveals a lack of conformance, the 0.C.S.O. shall notify the MUNICIPALITY in writing of the specific violations. The MUNICIPALITY shall address and correct such violations at its own expense within thirty (30) calendar days of receiving the written notice or present a written plan to 0.C.S.O. within 15 calendar days setting forth a procedure for correcting the violations. If MUNICIPALITY fails to address and/or correct such violations within the time period set forth in this paragraph, the C.O.S.°. may terminate and/or cancel the Agreement, 12, In consideration of the COUNTY'S promises and efforts under this Agreement, MUNICIPALITY shall pay the COUNTY $2,066.00 (Two Thousand Sixty Six Dollars) per month for the months of April 1, 2012 through March 31, 2013, S2,107.00 (Two Thousand One Hundred Seven Dollars) per month for the months of April 1, 2013 through March 31, 2014 and $2,149.00 (Two Thousand One Hundred Forty Nine (Two Thousand One Hundred Forty Nine Dollars) per month for the months of April 1, 2014 through March 31, 2015. Said payments shall be made as follows: 12.1 The COUNTY shall send an invoice to the MUNICIPALITY on the first calendar day of each month for services rendered the previous month. The MUNICIPALITY shall have 30 days from the date of each invoice to make payment. For example, for services rendered in July of 2012, the COUNTY will bill the MUNICIPALITY on August 1, 2012 and the MUNICIPALITY shall pay the invoice within 30 days of the invoice date. 12.2 All Monthly payments shall be due and payable by MUNICIPALITY without any further notice or demand from the COUNTY. 12.3 Each monthly payment shall be made by a check drawn on a MUNICIPALITY account and shall be made payable to the County of Oakland and delivered to the attention of: Mr. 2012— 2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF LYON Page 3 Andy Meisner, Oakland County Treasurer, 1200 N. Telegraph Road, Pontiac, MI 48341- 0479 (or such other person as the COUNTY may from time to time designate in writing). 12.4 Each payment shall clearly identify that it is a monthly payment being made pursuant to this Agreement and identify the calendar month for which MUNICIPALITY intended the payment to apply. The COUNTY, in its discretion, may apply any monthly payment received from MUNICIPALITY to any past due amount or monthly payment then due and owing to the COUNTY pursuant to this Agreement. 13. If the MUNICIPALITY, for any reason, fails to pay the COUNTY any monies when and as due under this Agreement, the MUNICIPALITY agrees that unless expressly prohibited by law, the COUNTY or the County Treasurer, at their sole option, shall be entitled to setoff from any other MUNICIPALITY funds that are in the COUNTY'S possession for any reason. Funds include but are not limited to the Delinquent Tax Revolving Fund ("DTRF"). Any setoff or retention of funds by the COUNTY shall be deemed a voluntary assignment of the amount by the MUNICIPALITY to the COUNTY. The MUNICIPALITY waives any CLAIMS against the COUNTY or its Officials for any acts related specifically to the COUNTY'S offsetting or retaining such amounts. This paragraph shall not limit the MUNICIPALITY'S legal right to dispute whether the underlying amount retained by the COUNTY was actually due and owing under this Agreement. If the COUNTY chooses not to exercise its right to setoff or if any setoff is insufficient to fully pay the COUNTY any amounts due and owing the COUNTY under this Agreement, the COUNTY shall have the right to charge up to the then-maximum legal interest on any unpaid amount. Interest charges shall be in addition to any other amounts due to the County under this Agreement. Interest charges shall be calculated using the daily unpaid balance method and accumulate until all outstanding amounts an accumulated interest are fully paid. Nothing in this Section shall operate to limit the COUNTY'S right to pursue or exercise any other legal rights or remedies under this Agreement against MUNICIPALITY to secure reimbursement of amounts due the COUNTY under this Agreement. The remedies in this paragraph shall be available to the COUNTY on an ongoing and successive basis if MUNICIPALITY at any time becomes delinquent in its payments. Notwithstanding any other terms and conditions in this Agreement if the COUNTY pursues any legal action in any court to secure its payment under this Agreement, the MUNICIPALITY agrees to pay all costs and expenses, including attorney's fees and court costs, incurred by the County in the collection of any amount owed by MUNICIPALITY. 14. The MUNICIPALITY agrees that all MUNICIPALITY representations, liabilities, payment obligations and/or any other related obligations provided for in this Agreement with regard to any acts, occurrences, events, transactions or CLAIMS either occurring or having their basis in any events or transactions that occurred before the cancellation or expiration of this Agreement shall survive the cancellation or expiration of this Agreement. The parties agree that the expiration, cancellation, or termination of this Agreement shall be without prejudice to any rights or claims of either party against the other and shall not relieve either party of any obligations which, by their nature, survive expiration or termination of this Agreement. 15. Each party shall be responsible for any CLAIM made against that party and for the acts of its Employees or Agents. 16. In any CLAIM that may arise from the performance of this Agreement, each Party shall seek its own legal representation and bear the costs associated with such representation, including any attorney fees. 17. Except as otherwise provided in this Agreement, neither Party shall have any right under any legal principle to be indemnified by the other Party or any of its employees or AGENTS in connection with any CLAIM, 18, This Agreement does not, and is not intended to, impair. divest, delegate or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty or immunity of the 2012— 2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF LYON Page 4 Parties. Nothing in this Agreement shall be construed as a waiver of governmental immunity for either Party. 19. This Agreement does not, and is not intended to, create, by implication or otherwise, any direct or indirect obligation, duty, promise, benefit, and/or right to be indemnified, or any other right of any kind in favor of any person, organization, alleged third party beneficiary, or any right to be contractually, legally, equitably or otherwise subrogated to any indemnification or any other rights provided under the terms of this Agreement. 20. Neither the COUNTY nor any COUNTY AGENT, by virtue of this Agreement or otherwise, shall be considered employees of the MUNICIPALITY. The COUNTY and/or any COUNTY AGENTS legal status and relationship to the MUNICIPALITY shall be that of an Independent Contractor. No MUNICIPAL FIRE PERSONNEL shall, by virtue of this Agreement or otherwise, be considered an employee, agent, or working under the supervision and control of the COUNTY and/or any COUNTY AGENT. 21. The MUNICIPALITY and the 0.C.S.O. shall each remain the sole and exclusive employer of each of their respective employees. The MUNICIPALITY and COUNTY each agree to remain solely and exclusively responsible for the payment of each of their respective employees' wages, compensation, overtime wages, expenses, fringe benefits, pension, retirement benefits, training expenses, or other allowances or reimbursements of any kind, including, but not limited to, workers' disability compensation, unemployment compensation, Social Security Act protection and benefits, employment taxes, or any other statutory or contractual right or benefit based, in any way, upon employment. 22. This Agreement does not, and is not it intended to, create, change, modify, supplement, supersede, or otherwise affect or control, in any manner, any term or condition of employment of any COUNTY AGENT, or any applicable 0.C.S.O. employment and/or union contract, any level or amount of supervision, any standard of performance, any sequence or manner of performance, and/or any 0.C.S.O. rule, regulation, training and education standard, hours of work, shift assignment, order, policies, procedure, directive, ethical guideline, etc., which shall solely and exclusively, govern and control the employment relationship between the 0.C.S.O. and/or all conduct and actions of any COUNTY AGENT. 23. Neither the MUNICIPALITY nor any MUNICIPAL FIRE PERSONNEL shall provide, furnish or assign any COUNTY AGENT with any job instructions, job descriptions, job specifications, or job duties, or, in any manner, attempt to control, supervise, train, or direct any COUNTY AGENT in the performance of any COUNTY duty or obligation under the terms of this Agreement. 24. The MUNICIPALITY shall promptly deliver to the 0.C.S.O. written notice and copies of any CLAIM, accusation or allegation of negligence or other wrongdoing, whether civil or criminal in nature, that the MUNICIPALITY becomes aware of which involves, in any way, the C.O.S.°. or any COUNTY AGENT. The MUNICIPALITY shall cooperate with the 0.C.S.O. in any investigation conducted by the SHERIFF of any act or performance of any duties by any COUNTY AGENT, 25. Subject to the following Paragraph, and unless canceled as provided for in this Paragraph, this Agreement shall become effective during the month specified in paragraph 12 , and shall remain in effect continuously until it expires, without any further act or notice being required of any party, at 11:59 P.M. on March 31, 2015. This Agreement may be cancelled for any reason, including the convenience of any Party, and without any penalty, before its March 31, 2015 expiration by delivering a written notice of the cancellation to the other signatories to this Agreement, or their successors in office. Such written notice shall provide at least ninety (90) calendar day notice of the effective date of cancellation, and such cancellation of this Agreement shall be effective at 11:59 P.M. on the last calendar day of the calendar month following the expiration of the 90 calendar day notice period. If this Agreement is terminated for any reason, the MUNICIPALITY will fully reimburse the COUNTY for all direct and indirect labor costs incurred by the COUNTY as a result of the Agreement's termination. 2012 — 2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF LYON Page 5 Such costs include, but are not limited to, unemployment compensation claims made by COUNTY employees hired by the COUNTY to fulfill the terms of this Agreement. 26. This Agreement, and any subsequent amendments, shall net become effective prior to approval by resolution of the COUNTY Board of Commissioners and the MUNICIPALITY'S Governing Body. The approval and terms of this Agreement shall be entered into the official minutes and proceedings of the COUNTY Board of Commissioners and MUNICIPALITY Council and shall also be filed with the Office of the Clerk for the COUNTY and the MUNICIPALITY Clerk. In addition, this Agreement, and any subsequent amendments, shall be filed by a designated COUNTY AGENT with the Secretary of State for the State of Michigan and shall not become effective prior to the filing of this Agreement with the Secretary of State. 27. Any signatory or any signatories' successor in office to this Agreement shall send, by first class mail, any correspondence and written notices required or permitted by this Agreement to each of the signatories of this Agreement, or any signatories' successor in office, to the addresses shown in this Agreement. Any written notice required or permitted under this Agreement shall be considered delivered to a party as of the date that such notice is deposited. with sufficient postage, with the U.S. Postal Service. 28. This Agreement is made and entered into in the State of Michigan and shall in all respects be interpreted, enforced and governed under the laws of the State of Michigan. The language of all parts of this Agreement is intended to and, in all cases, shall be construed as a whole, according to its fair meaning, and not construed strictly for or against any Party. As used in this Agreement, the singular or plural number, possessive or non-possessive, shall be deemed to include the other whenever the context so suggests or requires. 29. Absent an express written waiver, the failure of any party to pursue any right granted under this Agreement shall not be deemed a waiver of that right regarding any existing or subsequent breach or default under this Agreement. No failure or delay on the part of any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, noF shall a single or partial exercise of any right, power or privilege preclude any other or further exercise of any other right, power or privilege. 30. The COUNTY and MUNICIPALITY acknowledge that this Agreement shall be binding upon them and, to the extent permitted by law, upon their administrators, representatives, executors, successors and assigns, and all persons acting by, through, under, or in concert with any of them. 31. This Agreement sets forth the entire contract and understanding between the COUNTY and MUNICIPALITY and fully supersedes any and all prior contracts, agreements or understandings between them in any way related to the subject matter hereof after the effective date of this Agreement shall remain effective and enforceable for any CLAIM arising or occurring during any prior contract period. This Agreement shall not be changed or supplemented orally. This Agreement may be amended only by concurrent resolutions of the COUNTY Board of Commissioners and MUNICIPALITY Governing Body in accordance with the procedures set forth herein. 32. Each Party shall comply with all federal, state, and local statutes, ordinances, regulations, administrative rules, requirements applicable to its activities performed under this Agreement. 33. 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. 34. This Agreement, consisting of seven (7) pages, sets forth the entire contract and understanding between the COUNTY and the MUNICIPALITY and fully supersedes any and all prior contracts, agreements or over any actual or apparent conflict with any term of condition in such a contract. It is further understood and agreed that the terms of this Agreement are contractual and are not a mere recital and that there are no other contracts, understandings, or representations between the 2012-2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF LYON Page 6 COUNTY and the MUNICIPALITY in any way related to the subject matter hereof, except as expressly stated herein, This Agreement shall not be changed or supplemented orally. This Agreement may be amended only by concurrent resolutions of the COUNTY Board of Commissioners and the MUNICIPALITY governing body in accordance with the procedures set forth herein. 35. For and in consideration of the mutual promises, acknowledgments, representations, and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the COUNTY and the MUNICIPALITY hereby agree and promise to be bound by the terms and provisions of this Agreement. IN WITNESS WHEREOF, Lannie Young, Supervisor of the Charter Township of Lyon, hereby acknowledges that he or she has been authorized by resolution of the Charter Township of Lyon Board of Trustees (a certified copy of which is attached) to execute this Agreement on behalf of the Charter Township of Lyon and hereby accepts and binds the Township to the terms and conditions of this Agreement on this day of 2011. THE CHARTER TOWNSHIP OF LYON, WITNESS: a Michigan Municipal Corporation BY: LANNIE YOUNG Supervisor BY: MICHELE CASH Clerk IN WITNESS WHEREOF, Michael Gingell, Jr., Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners (a certified copy of which is attached) to execute this amendment to the Current Agreement on behalf of the COUNTY OF OAKLAND and hereby accepts and binds the COUNTY OF OAKLAND to the terms and conditions of this Agreement on this day of • 2011. WITNESS: COUNTY OF OAKLAND, a Michigan Municipal Corporation BY: Michael Gingell, Chairperson Oakland County Board of Commissioner IN WITNESS WHEREOF, MICHAEL J. BOUCHARD, in his official capacity as the OAKLAND COUNTY SHERIFF, a Michigan Constitutional Office, hereby concurs and accepts the terms and conditions of this Agreement on this day of , 2011. WITNESS: OAKLAND COUNTY SHERIFF, a Michigan Constitutional Officer BY: MICHAEL J. BOUCHARD, Oakland County Sheriff 2012 —2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF LYON Page 7 2012 — 2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF OAKLAND This Agreement is made and entered into between the COUNTY OF OAKLAND, a Michigan Constitutional and Municipal Corporation, whose address is 1200 North Telegraph Road, Pontiac, Michigan 48341 (the "COUNTY"), and the CHARTER TOWNSHIP OF OAKLAND whose address is 4393 Collins Road, Rochester, Michigan 48306 (the "MUNICIPALITY"). In this Agreement, the COUNTY shall be represented by the OAKLAND COUNTY SHERIFF, in his official capacity as a Michigan Constitutional Officer, whose address is 1200 North Telegraph Road, Bldg. 38 E., Pontiac, Michigan 48341 (the "SHERIFF"). In this Agreement, whenever the COUNTY and the SHERIFF are intended to be referred to jointly, they shall collectively be referred to as the "OAKLAND COUNTY SHERIFF'S OFFICE" ("0.C.S.0.") WITNESSETH WHEREAS, the MUNICIPALITY is authorized by law to provide fire protection service for its residents; WHEREAS, in order to provide effective fire protection services for its residents, the MUNICIPALITY must also provide Fire Department communication and dispatch functions; and WHEREAS, the 0.0.5.0. provides police communication and dispatch functions and has the capability to provide fire dispatch but, absent this Agreement, is not obligated to provide "FIRE DISPATCH SERVICE", as defined in this Agreement, for the MUNICIPALITY; and WHEREAS, the COUNTY and MUNICIPALITY may enter into a contract by which the 0.C.S.O. would provide FIRE DISPATCH SERVICE for MUNICIPALITY; and WHEREAS, the MUNICIPALITY has concluded that it is more cost effective to contract for FIRE DISPATCH SERVICE with the 0.C.S.O. than to equip and staff its own fire communication and dispatch center; and WHEREAS, the 0.C.S.O. agrees to provide FIRE DISPATCH SERVICE for the "MUNICIPAL FIRE PERSONNEL", as defined in this Agreement, under the following terms and conditions; NOW, THEREFORE, it is mutually agreed as follows: 1. The COUNTY, with the cooperation and approval of the SHERIFF, shall, in conjunction with its existing 0.C.S.O. police communications functions, provide FIRE DISPATCH SERVICE to MUNICIPAL FIRE PERSONNEL. 2. Except as expressly provided for in this Agreement, the Parties agree that this Agreement does not, and is not intended to, transfer, delegate, or assign to the other Party or any civil or legal responsibility, duty, obligation, duty of care, cost, legal obligation, or liability associated with any governmental function delegated and/or entrusted to either party under any existing law or regulations. 3. For all purposes and as used throughout this Agreement, the words and expressions listed below, whether used in the singular or plural, within or without quotation marks, or possessive or non possessive, shall be defined, read, and interpreted as follows: 3.1. "FIRE DISPATCH SERVICE" shall be defined to include: any emergency or non-emergency telephone call or notice, of any kind, received by the 0.C.S.O., which requests, requires, or, in the sole judgment of the C.O.S.°. or a COUNTY AGENT appears to request or require the presence, attention, or services of any MUNICIPAL FIRE PERSONNEL to address, respond, 2012 — 2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF OAKLAND Page 1 or attend to any issue, event, or circumstance involving public health or safety, an accident, an accidental injury, the protection of property, or any emergency (including, but not limited to medical, fire, and/or health), and an 0.C.S.O. or COUNTY AGENT radio communication, or any attempted radio communication to any MUNICIPAL FIRE PERSONNEL. 3.2. "MUNICIPAL FIRE PERSONNEL" shall be defined to include: all uniformed, non-uniformed, civilian, command, volunteer, administrative, and/or supervisory personnel employed and/or contracted by the MUNICIPALITY to provide, supply, support, administer, or direct any fire or emergency related services and/or any persons acting by, through, under, or in concert with any of them; or any MUNICIPALITY official, officer, employee or agent whose job duties may include the receipt of any C.O.S.°. FIRE DISPATCH SERVICE. 3.3. "COUNTY AGENT" shall be defined to include the SHERIFF and all COUNTY elected and appointed officials, commissioners, officers, boards, committees, commissions, departments, divisions, employees (including any SHERIFF'S DEPUTY), agents, predecessors, successors, or assigns, (whether such persons act or acted in their personal, representative, or official capacities), and all persons acting by, through, under, or in concert with any of them. COUNTY AGENT as defined in this Agreement shall also include any person who was a COUNTY AGENT at any time during the term of this Agreement but, for any reason, is no longer employed, appointed, or elected in his/her previous capacity. 3.4. "CLAIM" shall be defined to include any and all losses, complaints, demands for relief, damages, lawsuits, causes of action, proceedings, judgments, deficiencies, penalties, costs and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation, litigation expenses, amounts paid in settlement, and/or any other amount for which the COUNTY or COUNTY AGENT becomes legally and/or contractually obligated to pay, whether direct, indirect, or consequential, whether based upon any alleged violation of the constitution (federal or state), any statute, rule, regulation, or the common law, whether in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 4. The MUNICIPALITY agrees that under the terms of this Agreement, except for the FIRE DISPATCH SERVICE(S) expressly contracted for herein, that neither the 0.C.S.O. nor any COUNTY AGENT(S) shall be obligated, in any other way, to provide or assist the MUNICIPALITY or any MUNICIPAL FIRE PERSONNEL with any other direct, indirect, backup or supplemental support or police , fire or emergency-related services or protection of any kind or nature whatsoever, or send COUNTY AGENT(S) to respond, in any way, to any call for FIRE PERSONNEL services. 5. Under all circumstances, the MUNICIPALITY shall remain solely and exclusively responsible for all costs and/or liabilities associated with providing available on-duty MUNICIPAL FIRE PERSONNEL to receive and respond to FIRE DISPATCH SERVICE in a timely and professional manner. 6. The MUNICIPALITY acknowledges that there may be circumstances when, despite all reasonable 0.C.S.O. or COUNTY AGENT(S) efforts, an 0.C.S.O. or COUNTY AGENT(S) attempt to communicate or provide FIRE DISPATCH SERVICES(S) for MUNICIPAL FIRE PERSONNEL may be unsuccessful and, as a result, FIRE PERSONNEL'S timely response to a call for FIRE PERSONNEL assistance may not be forthcoming. 7. The MUNICIPALITY agrees that this Agreement does not, and is not intended to, include any 0.C.S.O. warranty, promise, or guarantee of any kind or nature whatsoever concerning the provision of FIRE DISPATCH SERVICES(S) to the MUNICIPALITY except that the COUNTY will make a reasonable effort to provide FIRE DISPATCH SERVICE(S) for MUNICIPAL FIRE PERSONNEL consistent with existing 0.C.S.O. communication and dispatch policies, procedures, orders and standards. 8. This Agreement does not, and is not intended to, obligate or require the 0.0.5.0. to change, alter, 2012 — 2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF OAKLAND Page 2 modify, or develop any different 0.C.S.O. dispatch related procedures, policies, and/or standards; purchase or use any special or additional equipment; or, alternatively, prohibit the 0.C.S.O. from implementing any future communication-related changes that the 0.C.S.0., in its sole judgment and discretion, believes to be in its best interest. 9 MUNICIPALITY shall be solely and exclusively responsible during the term of this Agreement for guaranteeing that: (a) all MUNICIPAL FIRE PERSONNEL radios and other communication equipment will be properly set, adjusted, and maintained to receive any FIRE DISPATCH SERVICE from the 0.C.S.O. and/or COUNTY AGENT and will comply with all current and future applicable 0.C.S.O, dispatching procedures, policies, standards, technical specifications, and/or any applicable state or federal communication requirements, including, but not limited, to all Federal Communications Commission orders, regulations, and policies; (b) all MUNICIPAL FIRE PERSONNEL will be adequately trained and will comply with all current and future applicable 0.C.S.O. dispatching procedures, policies, standards, technical specifications and/or any applicable state or federal communication requirements, including, but not limited, to all Federal Communications Commission orders, regulations, and policies; and (c) the MUNICIPALITY and all MUNICIPAL FIRE PERSONNEL shall at all times promptly and properly notify the designated COUNTY AGENT of any on-duty or off- duty status and/or availability or unavailability of MUNICIPAL FIRE PERSONNEL to receive FIRE DISPATCH SERVICE from the 0.C.S.O. 10 The MUNICIPALITY shall be solely and exclusively responsible for all costs, expenses and liabilities associated with the purchase, lease, operation, and/or use of any MUNICIPAL FIRE PERSONNEL radio or other communication equipment. The 0.C.S.O. shall not be obligated to provide MUNICIPAL FIRE PERSONNEL with any radio or other communication equipment of any kind. MUNICIPALITY shall not be obligated under the terms of this Agreement to supply or provide the 0.C.S.O. with any additional telephones, telephone lines, radios, other communications equipment, or property. 11. The 0.C.S.O. may, at its sole discretion and expense, inspect any MUNICIPAL FIRE PERSONNEL radio or other communication equipment to ensure that it conforms with applicable 0.C.S.O. dispatching procedures, policies, standards, technical specifications, and/or state and federal law. If the inspection reveals a lack of conformance, the C.O.S.°. shall notify the MUNICIPALITY in writing of the specific violations. The MUNICIPALITY shall address and correct such violations at its own expense within thirty (30) calendar days of receiving the written notice or present a written plan to 0.C.S.O. within 15 calendar days setting forth a procedure for correcting the violations. If MUNICIPALITY fails to address and/or correct such violations within the time period set forth in this paragraph, the 0.0.5.0. may terminate and/or cancel the Agreement. 12, In consideration of the COUNTY'S promises and efforts under this Agreement, MUNICIPALITY shall pay the COUNTY $1,562.00 (One Thousand Five Hundred Sixty Two Dollars) per month for the months of April 1, 2012 through March 31, 2013, $1,593.00 (One Thousand Five Hundred Ninety Three Dollars) per month for the months of April 1, 2013 through March 31, 2014 and $1,625.00 (One Thousand Six Hundred Twenty Five Dollars) for the month of April 1,2014 through March 31, 2015. Said payments shall be made as follows: 12.1 The COUNTY shall send an invoice to the MUNICIPALITY on the first calendar day of each month for services rendered the previous month. The MUNICIPALITY shall have 30 days from the date of each invoice to make payment. For example, for services rendered in July of 2012, the COUNTY will bill the MUNICIPALITY on August 1. 2012 and the MUNICIPALITY shall pay the invoice within 30 days of the invoice date. 12.2 All Monthly payments shall be due and payable by MUNICIPALITY without any further notice or demand from the COUNTY. 12.3 Each monthly payment shall be made by a check drawn on a MUNICIPALITY account and shall be made payable to the County of Oakland and delivered to the attention of: Mr. 2012 — 2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF OAKLAND Page 3 Andy Meisner, Oakland County Treasurer, 1200 N. Telegraph Road, Pontiac, MI 48341- 0479 (or such other person as the COUNTY may from time to time designate in writing). 12.4 Each payment shall clearly identify that it is a monthly payment being made pursuant to this Agreement and identify the calendar month for which MUNICIPALITY intended the payment to apply. The COUNTY, in its discretion, may apply any monthly payment received from MUNICIPALITY to any past due amount or monthly payment then due and owing to the COUNTY pursuant to this Agreement. 13. If the MUNICIPALITY, for any reason, fails to pay the COUNTY any monies when and as due under this Agreement, the MUNICIPALITY agrees that unless expressly prohibited by law, the COUNTY or the County Treasurer, at their sole option, shall be entitled to setoff from any other MUNICIPALITY funds that are in the COUNTY'S possession for any reason. Funds include but are not limited to the Delinquent Tax Revolving Fund ("DTRF"). Any setoff or retention of funds by the COUNTY shall be deemed a voluntary assignment of the amount by the MUNICIPALITY to the COUNTY. The MUNICIPALITY waives any CLAIMS against the COUNTY or its Officials for any acts related specifically to the COUNTY'S offsetting or retaining such amounts. This paragraph shall not limit the MUNICIPALITY'S legal right to dispute whether the underlying amount retained by the COUNTY was actually due and owing under this Agreement. If the COUNTY chooses not to exercise its right to setoff or if any setoff is insufficient to fully pay the COUNTY any amounts due and owing the COUNTY under this Agreement, the COUNTY shall have the right to charge up to the then-maximum legal interest on any unpaid amount. Interest charges shall be in addition to any other amounts due to the County under this Agreement. Interest charges shall be calculated using the daily unpaid balance method and accumulate until all outstanding amounts an accumulated interest are fully paid. Nothing in this Section shall operate to limit the COUNTY'S right to pursue or exercise any other legal rights or remedies under this Agreement against MUNICIPALITY to secure reimbursement of amounts due the COUNTY under this Agreement. The remedies in this paragraph shall be available to the COUNTY on an ongoing and successive basis if MUNICIPALITY at any time becomes delinquent in its payments. Notwithstanding any other terms and conditions in this Agreement, if the COUNTY pursues any legal action in any court to secure its payment under this Agreement, the MUNICIPALITY agrees to pay all costs and expenses, including attorney's fees and court costs, incurred by the County in the collection of any amount owed by MUNICIPALITY. 14. The MUNICIPALITY agrees that all MUNICIPALITY representations, liabilities, payment obligations and/or any other related obligations provided for in this Agreement with regard to any acts, occurrences, events, transactions or CLAIMS either occurring or having their basis in any events or transactions that occurred before the cancellation or expiration of this Agreement shall survive the cancellation or expiration of this Agreement. The parties agree that the expiration, cancellation, or termination of this Agreement shall be without prejudice to any rights or claims of either party against the other and shall not relieve either party of any obligations which, by their nature, survive expiration or termination of this Agreement. 15. Each party shall be responsible for any CLAIM made against that party and for the acts of its Employees or Agents. 16. In any CLAIM that may arise from the performance of this Agreement, each Party shall seek its own legal representation and bear the costs associated with such representation, including any attorney fees. 17. Except as otherwise provided in this Agreement, neither Party shall have any right under any legal principle to be indemnified by the other Party or any of its employees or AGENTS in connection with any CLAIM. 18. This Agreement does not, and is not intended to, impair, divest, delegate or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty or immunity of the 2012 — 2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF OAKLAND Page 4 Parties. Nothing in this Agreement shall be construed as a waiver of governmental immunity for either Party. 19. This Agreement does not, and is not intended to, create, by implication or otherwise, any direct or indirect obligation, duty, promise, benefit, and/or right to be indemnified, or any other right of any kind in favor of any person, organization, alleged third party beneficiary, or any right to be contractually, legally, equitably or otherwise subrogated to any indemnification or any other rights provided under the terms of this Agreement. 20. Neither the COUNTY nor any COUNTY AGENT, by virtue of this Agreement or otherwise, shall be considered employees of the MUNICIPALITY. The COUNTY and/or any COUNTY AGENTS legal status and relationship to the MUNICIPALITY shall be that of an Independent Contractor, No MUNICIPAL FIRE PERSONNEL shall, by virtue of this Agreement or otherwise, be considered an employee, agent, or working under the supervision and control of the COUNTY and/or any COUNTY AGENT. 21. The MUNICIPALITY and the 0.C.S.O. shall each remain the sole and exclusive employer of each of their respective employees. The MUNICIPALITY and COUNTY each agree to remain solely and exclusively responsible for the payment of each of their respective employees' wages, compensation, overtime wages, expenses, fringe benefits, pension, retirement benefits, training expenses, or other allowances or reimbursements of any kind, including, but not limited to, workers' disability compensation, unemployment compensation, Social Security Act protection and benefits, employment taxes, or any other statutory or contractual right or benefit based, in any way, upon employment. 22. This Agreement does not, and is not it intended to, create, change, modify, supplement, supersede, or otherwise affect or control, in any manner, any term or condition of employment of any COUNTY AGENT, or any applicable 0.C.S.O. employment and/or union contract, any level or amount of supervision, any standard of performance, any sequence or manner of performance, and/or any 0.C.S.O. rule, regulation, training and education standard, hours of work, shift assignment, order, policies, procedure, directive, ethical guideline, etc., which shall solely and exclusively, govern and control the employment relationship between the 0.C.S.O. and/or all conduct and actions of any COUNTY AGENT. 23. Neither the MUNICIPALITY nor any MUNICIPAL FIRE PERSONNEL shall provide, furnish or assign any COUNTY AGENT with any job instructions, job descriptions, job specifications, or job duties, or, in any manner, attempt to control, supervise, train, or direct any COUNTY AGENT in the performance of any COUNTY duty or obligation under the terms of this Agreement. 24. The MUNICIPALITY shall promptly deliver to the 0.C.S.O. written notice and copies of any CLAIM, accusation or allegation of negligence or other wrongdoing, whether civil or criminal in nature, that the MUNICIPALITY becomes aware of which involves, in any way, the 0.C.S.O. or any COUNTY AGENT. The MUNICIPALITY shall cooperate with the 0.C.S.O. in any investigation conducted by the SHERIFF of any act or performance of any duties by any COUNTY AGENT. 25. Subject to the following Paragraph, and unless canceled as provided for in this Paragraph, this Agreement shall become effective during the month specified in paragraph 12 , and shall remain in effect continuously until it expires, without any further act or notice being required of any party, at 11:59 P.M. on March 31, 2015. This Agreement may be cancelled for any reason, including the convenience of any Party, and without any penalty, before its March 31, 2015 expiration by delivering a written notice of the cancellation to the other signatories to this Agreement, or their successors in office. Such written notice shall provide at least ninety (90) calendar day notice of the effective date of cancellation, and such cancellation of this Agreement shall be effective at 11:59 P.M. on the last calendar day of the calendar month following the expiration of the 90 calendar day notice period. If this Agreement is terminated for any reason, the MUNICIPALITY will fully reimburse the COUNTY for all direct and indirect labor costs incurred by the COUNTY as a result of the Agreement's termination. 2012 — 2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF OAKLAND Page 5 Such costs include, but are not limited to, unemployment compensation claims made by COUNTY employees hired by the COUNTY to fulfill the terms of this Agreement. 26. This Agreement ; and any subsequent amendments, shall not become effective prior to approval by resolution of th&COUNTY Board of Commissioners and the MUNICIPALITY'S Governing Body. The approval and terms of this Agreement shall be entered into the official minutes and proceedings of the COUNTY Board of Commissioners and MUNICIPALITY Council and shall also be filed with the Office of the Clerk for the COUNTY and the MUNICIPALITY Clerk. In addition, this Agreement, and any subsequent amendments, shall be filed by a designated COUNTY AGENT with the Secretary of State for the State of Michigan and shall not become effective prior to the filing of this Agreement with the Secretary of State. 27. Any signatory or any signatories' successor in office to this Agreement shall send, by first class mail, any correspondence and written notices required or permitted by this Agreement to each of the signatories of this Agreement, or any signatories' successor in office, to the addresses shown in this Agreement. Any written notice required or permitted under this Agreement shall be considered delivered to a party as of the date that such notice is deposited, with sufficient postage, with the U.S. Postal Service. 28, This Agreement is made and entered into in the State of Michigan and shall in all respects be interpreted, enforced and governed under the laws of the State of Michigan. The language of all parts of this Agreement is intended to and, in all cases, shall be construed as a whole, according to its fair meaning, and not construed strictly for or against any Party. As used in this Agreement, the singular or plural number, possessive or non-possessive, shall be deemed to include the other whenever the context so suggests or requires. 29. Absent an express written waiver, the failure of any party to pursue any right granted under this Agreement shall not be deemed a waiver of that right regarding any existing or subsequent breach or default under this Agreement. No failure or delay on the part of any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall a single or partial exercise of any right, power or privilege preclude any other or further exercise of any other right, power or privilege. 30. The COUNTY and MUNICIPALITY acknowledge that this Agreement shall be binding upon them and, to the extent permitted by law, upon their administrators, representatives, executors, successors and assigns, and all persons acting by, through, under, or in concert with any of them. 31. This Agreement sets forth the entire contract and understanding between the COUNTY and MUNICIPALITY and fully supersedes any and all prior contracts, agreements or understandings between them in any way related to the subject matter hereof after the effective date of this Agreement shall remain effective and enforceable for any CLAIM arising or occurring during any prior contract period. This Agreement shall not be changed or supplemented orally. This Agreement may be amended only by concurrent resolutions of the COUNTY Board of Commissioners and MUNICIPALITY Governing Body in accordance with the procedures set forth herein. 32. Each Party shall comply with all federal, state, and local statutes, ordinances, regulations, administrative rules, requirements applicable to its activities performed under this Agreement. 33. 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. 34. This Agreement, consisting of seven (7) pages, sets forth the entire contract and understanding between the COUNTY and the MUNICIPALITY and fully supersedes any and all prior contracts, agreements or over any actual or apparent conflict with any term of condition in such a contract. It is further understood and agreed that the terms of this Agreement are contractual and are not a mere recital and that there are no other contracts, understandings, or representations between the 2012 —2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF OAKLAND Page 6 COUNTY and the MUNICIPALITY in any way related to the subject matter hereof, except as expressly stated herein. This Agreement shall not be changed or supplemented orally. This Agreement may be amended only by concurrent resolutions of the COUNTY Board of Commissioners and the MUNICIPALITY governing body in accordance with the procedures set forth herein. 35. For and in consideration of the mutual promises, acknowledgments, representations, and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the COUNTY and the MUNICIPALITY hereby agree and promise to be bound by the terms and provisions of this Agreement. IN WITNESS WHEREOF, JOAN FOGLER, Supervisor of the Charter Township of Oakland, hereby acknowledges that he or she has been authorized by resolution of the Charter Township of Oakland Board of Trustees (a certified copy of which is attached) to execute this Agreement on behalf of the Charter Township of Oakland and hereby accepts and binds the Township to the terms and conditions of this Agreement on this day of 2011. THE CHARTER TOWNSHIP OF LYON WITNESS: a Michigan Municipal Corporation BY: JOAN FOGLER Supervisor BY: JUDY WORKINGS Clerk IN WITNESS WHEREOF, Michael Gingell, Jr., Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners (a certified copy of which is attached) to execute this amendment to the Current Agreement on behalf of the COUNTY OF OAKLAND and hereby accepts and binds the COUNTY OF OAKLAND to the terms and conditions of this Agreement on this day of , 2011. WITNESS: COUNTY OF OAKLAND, a Michigan Municipal Corporation BY: Michael Gingell, Chairperson Oakland County Board of Commissioner IN WITNESS WHEREOF, MICHAEL J. BOUCHARD, in his official capacity as the OAKLAND COUNTY SHERIFF, a Michigan Constitutional Office, hereby concurs and accepts the terms and conditions of this Agreement on this day of , 2011. WITNESS: OAKLAND COUNTY SHERIFF, a Michigan Constitutional Officer BY: MICHAEL J. BOUCHARD, Oakland County Sheriff 2012 — 2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF OAKLAND Page 7 2012 —2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF SPRINGFIELD This Agreement is made and entered into between the COUNTY OF OAKLAND, a Michigan Constitutional and Municipal Corporation, whose address is 1200 North Telegraph Road, Pontiac, Michigan 48341 (the "COUNTY"), and the CHARTER TOWNSHIP OF SPRINGFIELD whose address is 12000 Davisburg Rd, P. 0, Box 1038, Davisburg, Michigan 48350 (the "MUNICIPALITY"). In this Agreement, the COUNTY shall be represented by the OAKLAND COUNTY SHERIFF, in his official capacity as a Michigan Constitutional Officer, whose address is 1200 North Telegraph Road, Bldg. 38 E., Pontiac, Michigan 48341 (the "SHERIFF"). In this Agreement, whenever the COUNTY and the SHERIFF are intended to be referred to jointly, they shall collectively be referred to as the "OAKLAND COUNTY SHERIFF'S OFFICE" ("O.C.S.0.") WITNESSETH WHEREAS, the MUNICIPALITY is authorized by law to provide fire protection service for its residents: WHEREAS, in order to provide effective fire protection services for its residents, the MUNICIPALITY must also provide Fire Department communication and dispatch functions; and WHEREAS, the 0.C.S.O. provides police communication and dispatch functions and has the capability to provide fire dispatch but, absent this Agreement, is not obligated to provide "FIRE DISPATCH SERVICE", as defined in this Agreement, for the MUNICIPALITY; and WHEREAS, the COUNTY and MUNICIPALITY may enter into a contract by which the C.O.S.°. would provide FIRE DISPATCH SERVICE for MUNICIPALITY; and WHEREAS, the MUNICIPALITY has concluded that it is more cost effective to contract for FIRE DISPATCH SERVICE with the C.O.S.°. than to equip and staff its own fire communication and dispatch center; and WHEREAS, the C.O.S.°. agrees to provide FIRE DISPATCH SERVICE for the "MUNICIPAL FIRE PERSONNEL", as defined in this Agreement, under the following terms and conditions; NOW, THEREFORE, it is mutually agreed as follows: 1. The COUNTY, with the cooperation and approval of the SHERIFF, shall, in conjunction with its existing C.O.S.°. police communications functions, provide FIRE DISPATCH SERVICE to MUNICIPAL FIRE PERSONNEL. 2. Except as expressly provided for in this Agreement, the Parties agree that this Agreement does not, and is not intended to, transfer, delegate, or assign to the other Party or any civil or legal responsibility, duty, obligation, duty of care, cost, legal obligation, or liability associated with any governmental function delegated and/or entrusted to either Party under any existing law or regulations. 3. For all purposes and as used throughout this Agreement, the words and expressions listed below, whether used in the singular or plural, within or without quotation marks, or possessive or nonpossessive, shall be defined, read, and interpreted as follows: 3.1. "FIRE DISPATCH SERVICE" shall be defined to include: any emergency or non-emergency telephone call or notice, of any kind, received by the 0.C.S.O., which requests, requires, or, in the sole judgment of the C.O.S.°. or a COUNTY AGENT appears to request or require the presence, attention, or services of any MUNICIPAL FIRE PERSONNEL to address, respond, or attend to any issue, event, or circumstance involving public health or safety, an accident, 2012- 2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF SPRINGFIELD PAGE 1 an accidental injury, the protection of property, or any emergency (including, but not limited to medical, fire, and/or health), and an 0.0.S.O. or COUNTY AGENT radio communication, or any attempted radio communication to any MUNICIPAL FIRE PERSONNEL. 3.2. "MUNICIPAL FIRE PERSONNEL" shall be defined to include: all uniformed, non-uniformed, civilian, command, volunteer, administrative, and/or supervisory personnel employed and/or contracted by the MUNICIPALITY to provide, supply, support, administer, or direct any fire or emergency related services and/or any persons acting by, through, under, or in concert with any of them; or any MUNICIPALITY official, officer, employee or agent whose job duties may include the receipt of any 0.C.S.O. FIRE DISPATCH SERVICE. 3.3. "COUNTY AGENT" shall be defined to include the SHERIFF and all COUNTY elected and appointed officials, commissioners, officers, boards, committees, commissions, departments, divisions, employees (including any SHERIFF'S DEPUTY), agents, predecessors, successors, or assigns, (whether such persons act or acted in their personal, representative, or official capacities), and all persons acting by, through, under, or in concert with any of them. COUNTY AGENT as defined in this Agreement shall also include any person who was a COUNTY AGENT at any time during the term of this Agreement but, for any reason, is no longer employed, appointed, or elected in his/her previous capacity. 3.4. "CLAIM" shall be defined to include any and all losses, complaints, demands for relief, damages, lawsuits, causes of action, proceedings, judgments, deficiencies, penalties, costs and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation, litigation expenses, amounts paid in settlement, and/or any other amount for which the COUNTY or COUNTY AGENT becomes legally and/or contractually obligated to pay, whether direct, indirect, or consequential, whether based upon any alleged violation of the constitution (federal or state), any statute, rule, regulation, or the common law, whether in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 4. The MUNICIPALITY agrees that under the terms of this Agreement, except for the FIRE DISPATCH SERVICE(S) expressly contracted for herein, that neither the C.O.S.°. nor any COUNTY AGENT(S) shall be obligated, in any other way, to provide or assist the MUNICIPALITY or any MUNICIPAL FIRE PERSONNEL with any other direct, indirect, backup or supplemental support or police, fire or emergency-related services or protection of any kind or nature whatsoever, or send COUNTY AGENT(S) to respond, in any way, to any call for FIRE PERSONNEL services. 5. Under all circumstances, the MUNICIPALITY shall remain solely and exclusively responsible for all costs and/or liabilities associated with providing available on-duty MUNICIPAL FIRE PERSONNEL to receive and respond to FIRE DISPATCH SERVICE in a timely and professional manner. 6. The MUNICIPALITY acknowledges that there may be circumstances when, despite all reasonable 0.C.S.O. or COUNTY AGENT(S) efforts, an 0.C.S.O. or COUNTY AGENT(S) attempt to communicate or provide FIRE DISPATCH SERVICES(S) for MUNICIPAL FIRE PERSONNEL may be unsuccessful and, as a result, FIRE PERSONNEL'S timely response to a call for FIRE PERSONNEL assistance may not be forthcoming. 7. The MUNICIPALITY agrees that this Agreement does not, and is not intended to, include any 0.C.S.O. warranty, promise, or guarantee of any kind or nature whatsoever concerning the provision of FIRE DISPATCH SERVICES(S) to the MUNICIPALITY except that the COUNTY will make a , reasonable effort to provide FIRE DISPATCH SERVICE(S) for MUNICIPAL FIRE PERSONNEL consistent with existing 0.C.S.O. communication and dispatch policies, procedures, orders and standards. 8. This Agreement does not, and is not intended to, obligate or require the 0.C.S.O. to change, alter, modify, or develop any different 0.C.S.O. dispatch related procedures, policies, and/or standards; purchase or use any special or additional equipment; or, alternatively, prohibit the 0.C.S.O. from 2012 -2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF SPRINGFIELD PAGE 2 implementing any future communication-related changes that the 0.C.S.O., in its sole judgment and discretion, believes to be in its best interest. 9. MUNICIPALITY shall be solely and exclusively responsible during the term of this Agreement for guaranteeing that: (a) all MUNICIPAL FIRE PERSONNEL radios and other communication equipment will be properly set. adjusted, and maintained to receive any FIRE DISPATCH SERVICE from the 0.C.S.O. and/or COUNTY AGENT and will comply with all current and future applicable 0.C.S.O. dispatching procedures, policies, standards, technical specifications, and/or any applicable state or federal communication requirements, including, but not limited, to all Federal Communications Commission orders, regulations, and policies; (b) all MUNICIPAL FIRE PERSONNEL will be adequately trained and will comply with all current and future applicable C.O.S.°. dispatching procedures, policies, standards, technical specifications and/or any applicable state or federal communication requirements, including, but not limited, to all Federal Communications Commission orders, regulations, and policies; and (c) the MUNICIPALITY and all MUNICIPAL FIRE PERSONNEL shall at all times promptly and properly notify the designated COUNTY AGENT of any on-duty or off- duty status and/or availability or unavailability of MUNICIPAL FIRE PERSONNEL to receive FIRE DISPATCH SERVICE from the 0.C.S.O. 10. The MUNICIPALITY shall be solely and exclusively responsible for all costs, expenses and liabilities associated with the purchase, lease, operation, and/or use of any MUNICIPAL FIRE PERSONNEL radio or other communication equipment. The 0.C.S.O. shall not be obligated to provide MUNICIPAL FIRE PERSONNEL with any radio or other communication equipment of any kind. MUNICIPALITY shall not be obligated under the terms of this Agreement to supply or provide the 0.C.S.O. with any additional telephones, telephone lines, radios, other communications equipment, or property. 11. The 0.C.S.O. may, at its sole discretion and expense, inspect any MUNICIPAL FIRE PERSONNEL radio or other communication equipment to ensure that it conforms with applicable 0.C.S.O. dispatching procedures, policies, standards, technical specifications, and/or state and federal law. If the inspection reveals a lack of conformance, the C.O.S.°. shall notify the MUNICIPALITY in writing of the specific violations. The MUNICIPALITY shall address and correct such violations at its own expense within thirty (30) calendar days of receiving the written notice or present a written plan to 0.C.S.O. within 15 calendar days setting forth a procedure for correcting the violations. If MUNICIPALITY fails to address and/or correct such violations within the time period set forth in this paragraph, the 0.C.S.O. may terminate and/or cancel the Agreement. 12. In consideration of the COUNTY'S promises and efforts under this Agreement, MUNICIPALITY shall pay the COUNTY $1,470.00 (One Thousand Four Hundred Seventy Dollars) per month for the months of April 1, 2012 through March 31, 2013, $1,500.00 (One Thousand Five Hundred Dollars) per month for the months of April 1,2013 through March 31, 2014 and $1,530.00 (One Thousand Five Hundred Thirty Dollars) per month for the months of April 1, 2014 through March 31, 2015. Said payments shall be made as follows: 12.1. The COUNTY shall send an invoice to the MUNICIPALITY on the first calendar day of each month for services rendered the previous month. The MUNICIPALITY shall have 30 days from the date of each invoice to make payment. For example, for services rendered in July of 2012, the COUNTY will bill the MUNICIPALITY on August 1, 2012 and the MUNICIPALITY shall pay the invoice within 30 days of the invoice date. 12.2. All Monthly payments shall be due and payable by MUNICIPALITY without any further notice or demand from the COUNTY. 12.3. Each monthly payment shall be made by a check drawn on a MUNICIPALITY account and shall be made payable to the County of Oakland and delivered to the attention of: Mr. Andy Meisner, Oakland County Treasurer, 1200 N. Telegraph Road, Pontiac, MI 48341-0479 (or such other person as the COUNTY may from time to time designate in writing). 2012 - 2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF SPRINGFIELD PAGE 3 12.4. Each payment shall clearly identify that it is a monthly payment being made pursuant to this Agreement and identify the calendar month for which MUNICIPALITY intended the payment to apply. The COUNTY, in its discretion, may apply any monthly payment received from MUNICIPALITY to any past due amount or monthly payment then due and owing to the COUNTY pursuant to this Agreement. 13. If the MUNICIPALITY, for any reason, fails to pay the COUNTY any monies when and as due under this Agreement, the MUNICIPALITY agrees that unless expressly prohibited by law, the COUNTY or the County Treasurer, at their sole option, shall be entitled to setoff from any other MUNICIPALITY funds that are in the COUNTY'S possession for any reason. Funds include but are not limited to the Delinquent Tax Revolving Fund ("DTRF"). Any setoff or retention of funds by the COUNTY shall be deemed a voluntary assignment of the amount by the MUNICIPALITY to the COUNTY. The MUNICIPALITY waives any CLAIMS against the COUNTY or its Officials for any acts related specifically to the COUNTY'S offsetting or retaining such amounts. This paragraph shall not limit the MUNICIPALITY'S legal right to dispute whether the underlying amount retained by the COUNTY was actually due and owing under this Agreement. If the COUNTY chooses not to exercise its right to setoff or if any setoff is insufficient to fully pay the COUNTY any amounts due and owing the COUNTY under this Agreement, the COUNTY shall have the right to charge up to the then-maximum legal interest on any unpaid amount. Interest charges shall be in addition to any other amounts due to the County under this Agreement. Interest charges shall be calculated using the daily unpaid balance method and accumulate until all outstanding amounts an accumulated interest are fully paid. Nothing in this Section shall operate to limit the COUNTY'S right to pursue or exercise any olher legal rights or remedies under this Agreement against MUNICIPALITY to secure reimbursement of amounts due the COUNTY under this Agreement. The remedies in this paragraph shall be available to the COUNTY on an ongoing and successive basis if MUNICIPALITY at any time becomes delinquent in ite payments. Notwithstanding any other terms and conditions in this Agreement, if the COUNTY pursues any legal action in any court to secure its payment under this Agreement, the MUNICIPALITY agrees to pay all costs and expenses, including attorney's fees and court costs, incurred by the County in the collection of any amount owed by MUNICIPALITY. 14. The MUNICIPALITY agrees that all MUNICIPALITY representations, liabilities, payment obligations and/or any other related obligations provided for in this Agreement with regard to any acts, occurrences, events, transactions or CLAIMS either occurring or having their basis in any events or transactions that occurred before the cancellation or expiration of this Agreement shall survive the cancellation or expiration of this Agreement. The Parties agree that the expiration, cancellation, or termination of this Agreement shall be without prejudice to any rights or claims of either Party against the other and shall not relieve either Party of any obligations which, by their nature, survive expiration or termination of this Agreement. 15. Each Party shall be responsible for any CLAIM made against that Party and for the acts of its Employees or Agents. 16. In any CLAIM that may arise from the performance of this Agreement, each Party shall seek its own legal representation and bear the costs associated with such representation, including any attorney fees. 17. Except as otherwise provided in this Agreement, neither Party shall have any right under any legal principle to be indemnified by the other Party or any of its employees or AGENTS in connection with any CLAIM. 18. This Agreement does not, and is not intended to, impair, divest, delegate or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty or immunity of the Parties. Nothing in this Agreement shall be construed as a waiver of governmental immunity for either Party. 19. This Agreement does not, and is not intended to, create, by implication or otherwise, any direct or indirect obligation, duty, promise, benefit, and/or right to be indemnified, or any other right of any kind in favor of any person, organization, alleged third party beneficiary, or any right to be contractually, 2012- 2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF SPRINGFIELD PAGE 4 legally, equitably or otherwise subrogated to any indemnification or any other rights provided under the terms of this Agreement. 20. Neither the COUNTY nor any COUNTY AGENT, by virtue of this Agreement or otherwise, shall be considered employees of the MUNICIPALITY. The COUNTY and/or any COUNTY AGENTS legal status and relationship to the MUNICIPALITY shall be that of an Independent Contractor. No MUNICIPAL FIRE PERSONNEL shall, by virtue of this Agreement or otherwise, be considered an employee, agent, or working under the supervision and control of the COUNTY and/or any COUNTY AGENT. 21. The MUNICIPALITY and the 0.C.S.O. shall each remain the sole and exclusive employer of each of their respective employees. The MUNICIPALITY and COUNTY each agree to remain solely and exclusively responsible for the payment of each of their respective employees' wages. compensation, overtime wages, expenses, fringe benefits, pension, retirement benefits, training expenses, or other allowances or reimbursements of any kind, including, but not limited to, workers disability compensation, unemployment compensation, Social Security Act protection and benefits, employment taxes, or any other statutory or contractual right or benefit based, in any way, upon employment. 22. This Agreement does not, and is not it intended to, create, change, modify, supplement, supersede, or otherwise affect or control, in any manner, any term or condition of employment of any COUNTY AGENT, or any applicable 0.C.S.O. employment and/or union contract, any level or amount of supervision, any standard of performance, any sequence or manner of performance, and/or any 0.C.S.O. rule, regulation, training and education standard, hours of work, shift assignment, order, policies, procedure, directive, ethical guideline, etc., which shall solely and exclusively, govern and control the employment relationship between the 0.C.S.O. and/or all conduct and actions of any COUNTY AGENT. 23. Neither the MUNICIPALITY nor any MUNICIPAL FIRE PERSONNEL shall provide, furnish or assign any COUNTY AGENT with any job instructions, job descriptions, job specifications, or job duties, or, in any manner, attempt to control, supervise, train, or direct any COUNTY AGENT in the performance of any COUNTY duty or obligation under the terms of this Agreement. 24. The MUNICIPALITY shall promptly deliver to the 0.C.S.O. written notice and copies of any CLAIM, accusation or allegation of negligence or other wrongdoing, whether civil or criminal in nature, that the MUNICIPALITY becomes aware of which involves, in any way, the 0.C.S.O. or any COUNTY AGENT. The MUNICIPALITY shall cooperate with the 0.C.S.O. in any investigation conducted by the SHERIFF of any act or performance of any duties by any COUNTY AGENT. 25. Subject to the following Paragraph, and unless canceled as provided for in this Paragraph. this Agreement shall become effective during the month specified in paragraph 12, and shall remain in effect continuously until it expires, without any further act or notice being required of any Party, at 11:59 P.M. on March 31, 2015. This Agreement may be cancelled for any reason, including the convenience of any Party, and without any penalty, before its March 31, 2015 expiration by delivering a written notice of the cancellation to the other signatories to this Agreement, or their successors in office. Such written notice shall provide at least ninety (90) calendar day notice of the effective date of cancellation, and such cancellation of this Agreement shall be effective at 11:59 P.M. on the last calendar day of the calendar month following the expiration of the 90 calendar day notice period. If this Agreement is terminated for any reason, the MUNICIPALITY will fully reimburse the COUNTY for all direct and indirect labor costs incurred by the COUNTY as a result of the Agreement's termination. Such costs include, but are not limited to, unemployment compensation claims made by couNTy employees hired by the COUNTY to fulfill the terms of this Agreement. 26. This Agreement, and any subsequent amendments, shall not become effective prior to approval by resolution of the COUNTY Board of Commissioners and the MUNICIPALITY'S Governing Body. The approval and terms of this Agreement shall be entered into the official minutes and proceedings of the COUNTY Board of Commissioners and MUNICIPALITY Council and shall also be filed with the Office of the Clerk for the COUNTY and the MUNICIPALITY Clerk. In addition, this Agreement, and any subsequent amendments, shall be filed by a designated COUNTY AGENT with the Secretary of State 2012- 2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF SPRINGFIELD PAGE 5 for the State of Michigan and shall not become effective prior to the filing of this Agreement with the Secretary of State. 27. Any signatory or any signatories successor in office to this Agreement shall send, by first class mail ; any correspondence and written notices required or permitted by this Agreement to each of the signatories of this Agreement, or any signatories' successor in office, to the addresses shown in this Agreement. Any written notice required or permitted under this Agreement shall be considered delivered to a Party as of the date that such notice is deposited, with sufficient postage, with the U.S. Postal Service. 28. This Agreement is made and entered into in the State of Michigan and shall in all respects be interpreted, enforced and governed under the laws of the State of Michigan. The language of all parts of this Agreement is intended to and, in all cases, shall be construed as a whole, according to its fair meaning, and not construed strictly for or against any Party. As used in this Agreement, the singular or plural number, possessive or non-possessive, shall be deemed to include the other whenever the context so suggests or requires. 29. Absent an express written waiver, the failure of any Party to pursue any right granted under this Agreement shall not be deemed a waiver of that right regarding any existing or subsequent breach or default under this Agreement. No failure or delay on the part of any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall a single or partial exercise of any right, power or privilege preclude any other or further exercise of any other right, power or privilege. 30. The COUNTY and MUNICIPALITY acknowledge that this Agreement shall be binding upon them and, to the extent permitted by law, upon their administrators, representatives, executors, successors and assigns, and all persons acting by, through, under, or in concert with any of them. 31. This Agreement sets forth the entire contract and understanding between the COUNTY and MUNICIPALITY and fully supersedes any and all prior contracts, agreements or understandings between them in any way related to the subject matter hereof after the effective date of this Agreement shall remain effective and enforceable for any CLAIM ansing or occurring during any prior contract period. This Agreement shall not be changed or supplemented orally. This Agreement may be amended only by concurrent resolutions of the COUNTY Board of Commissioners and MUNICIPALITY Governing Body in accordance with the procedures set forth herein. 32. Each Party shall comply with all federal, state, and local statutes, ordinances, regulations, administrative rules,, requirements applicable to its activities performed under this Agreement. 33. 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. 34. This Agreement, consisting of seven (7) pages, sets forth the entire contract and understanding between the COUNTY and the MUNICIPALITY and fully supersedes any and all prior ccntractS, agreements or over any actual or apparent conflict with any term of condition in such a contract. It is further understood and agreed that the terms of this Agreement are contractual and are not a mere recital and that there are no other contracts, understandings, or representations between the COUNTY and the MUNICIPALITY in any way related to the subject matter hereof, except as expressly stated herein. This Agreement shall not be changed or supplemented orally. This Agreement may be amended only by concurrent resolutions of the COUNTY Board of Commissioners and the MUNICIPALITY governing body in accordance with the procedures set forth herein. 35. For and in consideration of the mutual promises, acknowledgments, representations, and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the COUNTY and the MUNICIPALITY hereby agree and promise to be bound by the terms and provisions of this Agreement. 2012- 2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF SPRINGFIELD PAGE 6 IN WITNESS WHEREOF, COLLIN WALLS, Supervisor for the Charter Township of Springfield, hereby acknowledges that he has been authorized by resolution of the Charter Township of Springfield Board of Trustees (a certified copy of which is attached) to execute this Agreement on behalf of the Charter Township of Springfield and hereby accepts and binds the Charter Township to the terms and conditions of this Agreement on this day of 2011. WITNESS: THE CHARTER TOWNSHIP OF SPRINGFIELD a Michigan Municipal Corporation BY: COLLIN WALLS Supervisor BY: LAURA MOREAU Clerk IN WITNESS WHEREOF, MICHAEL GINGELL, JR., Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners (a certified copy of which is attached) to execute this Agreement on behalf of the COUNTY OF OAKLAND and hereby accepts and binds the COUNTY OF OAKLAND to the terms and conditions of this Agreement on this day of , 2011. WITNESS: COUNTY OF OAKLAND, a Michigan Municipal Corporation BY: Michael Gingell, Jr., Chairperson Oakland County Board of Commissioner IN WITNESS WHEREOF, MICHAEL J. BOUCHARD, in his official capacity as the OAKLAND COUNTY SHERIFF, a Michigan Constitutional Office, hereby concurs and accepts the terms and conditions of this Agreement on this day of , 2011, WITNESS: OAKLAND COUNTY SHERIFF, a Michigan Constitutional Officer BY: MICHAEL J. BOUCHARD, Oakland County Sheriff 2012 -2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF SPRINGFIELD PAGE 7 2012 — 2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE NORTH OAKLAND COUNTY FIRE AUTHORITY This Agreement is made and entered into between the COUNTY OF OAKLAND, a Michigan Constitutional and Municipal Corporation, whose address is 1200 North Telegraph Road, Pontiac, Michigan 48341 (the "COUNTY"), and the NORTH OAKLAND COUNTY FIRE AUTHORITY whose address is 5051 Grange Hall Road, PO Box 129, Holly, Michigan 48442 (the "MUNICIPALITY"). In this Agreement, the COUNTY shall be represented by the OAKLAND COUNTY SHERIFF, in his official capacity as a Michigan Constitutional Officer, whose address is 1200 North Telegraph Road, Bldg. 38 E., Pontiac, Michigan 48341 (the "SHERIFF"). In this Agreement, whenever the COUNTY and the SHERIFF are intended to be referred to jointly, they shall collectively be referred to as the "OAKLAND COUNTY SHERIFF'S OFFICE" ("0.C.S.0.") WITNESSETH WHEREAS, the MUNICIPALITY is authorized by law to provide fire protection service for its residents; and WHEREAS, in order to provide effective fire protection services for its residents, the MUNICIPALITY must also provide Fire Department communication and dispatch functions; and WHEREAS, the 0.C.S.0. provides police communication and dispatch functions and has the capability to provide fire dispatch but, absent this Agreement, is not obligated to provide "FIRE DISPATCH SERVICE", as defined in this Agreement, for the MUNICIPALITY; and WHEREAS, the COUNTY and MUNICIPALITY may enter into a contract by which the 0.C.S.0. would provide FIRE DISPATCH SERVICE for MUNICIPALITY; and WHEREAS, the MUNICIPALITY has concluded that it is more cost effective to contract for FIRE DISPATCH SERVICE with the 0.0.5.0. than to equip and staff its own fire communication and dispatch center; and WHEREAS, the C.O.S.°. agrees to provide FIRE DISPATCH SERVICE for the "MUNICIPAL FIRE PERSONNEL", as defined in this Agreement, under the following terms and conditions; NOW, THEREFORE, it is mutually agreed as follows: 1. The COUNTY, with the cooperation and approval of the SHERIFF, shall, in conjunction with its existing 0.0.5.0. police communications functions, provide FIRE DISPATCH SERVICE to MUNICIPAL FIRE PERSONNEL. 2. Except as expressly provided for in this Agreement, the Parties agree that this Agreement does not, and is not intended to, transfer, delegate, or assign to the other Party or any civil or legal responsibility, duty, obligation, duty of care, cost, legal obligation, or liability associated with any governmental function delegated and/or entrusted to either party under any existing law or regulations. 3. For all purposes and as used throughout this Agreement, the words and expressions listed below, whether used in the singular or plural, within or without quotation marks, or possessive or nonpossessive, shall be defined, read, and interpreted as follows: 3.1. "FIRE DISPATCH SERVICE" shall be defined to include: any emergency or non-emergency telephone call or notice, of any kind, received by the 0.0.5.0., which requests, requires, or, in the sole judgment of the 0.C.S.0. or a COUNTY AGENT appears to request or require the 2012 —2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE NORTH OAKLAND COUNTY FIRE AUTHORITY Page 1 presence, attention, or services of any MUNICIPAL FIRE PERSONNEL to address, respond, or attend to any issue, event, or circumstance involving public health or safety, an accident, an accidental injury, the protection of property, or any emergency (including, but not limited to medical, fire, and/or health), and an 0.C.S.O. or COUNTY AGENT radio communication, or any attempted radio communication to any MUNICIPAL FIRE PERSONNEL. 3.2. "MUNICIPAL FIRE PERSONNEL" shall be defined to include: all uniformed, non-uniformed, civilian, command, volunteer, administrative, and/or supervisory personnel employed and/or contracted by the MUNICIPALITY to provide, supply, support, administer, or direct any fire or emergency related services and/or any persons acting by, through, under, or in concert with any of them; or any MUNICIPALITY official, officer, employee or agent whose job duties may include the receipt of any 0.C.S.O. FIRE DISPATCH SERVICE. 3.3. "COUNTY AGENT" shall be defined to include the SHERIFF and all COUNTY elected and appointed officials, commissioners, officers, boards, committees, commissions, departments, divisions, employees (including any SHERIFF'S DEPUTY), agents, predecessors, successors, or assigns, (whether such persons act or acted in their personal, representative, or official capacities), and all persons acting by, through, under, or in concert with any of them. COUNTY AGENT as defined in this Agreement shall also include any person who was a COUNTY AGENT at any time during the term of this Agreement but, for any reason, is no longer employed, appointed, or elected in his/her previous capacity. 3.4. "CLAIM" shall be defined to include any and all losses, complaints, demands for relief, damages, lawsuits, causes of action, proceedings, judgments, deficiencies, penalties, costs and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation, litigation expenses, amounts paid in settlement, and/or any other amount for which the COUNTY or COUNTY AGENT becomes legally and/or contractually obligated to pay, whether direct, indirect, or consequential, whether based upon any alleged violation of the constitution (federal or state), any statute, rule, regulation, or the common law, whether in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 4. The MUNICIPALITY agrees that under the terms of this Agreement, except for the FIRE DISPATCH SERVICE(S) expressly contracted for herein, that neither the 0.0.5.0, nor any COUNTY AGENT(S) shall be obligated, in any other way, to provide or assist the MUNICIPALITY or any MUNICIPAL FIRE PERSONNEL with any other direct, indirect, backup or supplemental support or police , fire or emergency-related services or protection of any kind or nature whatsoever, or send COUNTY AGENT(S) to respond, in any way, to any call for FIRE PERSONNEL services. 5. Under all circumstances, the MUNICIPALITY shall remain solely and exclusively responsible for all costs and/or liabilities associated with providing available on-duty MUNICIPAL FIRE PERSONNEL to receive and respond to FIRE DISPATCH SERVICE in a timely and professional manner. ' 6. The MUNICIPALITY acknowledges that there may be circumstances when, despite all reasonable 0.C.S.O. or COUNTY AGENT(S) efforts, an 0.C.S.O. or COUNTY AGENT(S) attempt to communicate or provide FIRE DISPATCH SERVICES(S) for MUNICIPAL FIRE PERSONNEL may be unsuccessful and, as a result, FIRE PERSONNEL'S timely response to a call for FIRE PERSONNEL assistance may not be forthcoming. 7. The MUNICIPALITY agrees that this Agreement does not, and is not intended to, include any 0.C.S.O. warranty, promise, or guarantee of any kind or nature whatsoever concerning the provision of FIRE DISPATCH SERVICES(S) to the MUNICIPALITY except that the COUNTY will make a reasonable effort to provide FIRE DISPATCH SERVICE(S) for MUNICIPAL FIRE PERSONNEL consistent with existing 0.C.S.0. communication and dispatch policies, procedures, orders and standards. 2012 —2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE NORTH OAKLAND COUNTY FIRE AUTHORITY Page 2 8. This Agreement does not, and is not intended to, obligate or require the 0.C.S.O. to change, alter, modify, or develop any different 0.C.S.O. dispatch related procedures, policies, and/or standards; purchase or use any special or additional equipment; or, alternatively, prohibit the 0.C.S.0, from implementing any future communication-related changes that the 0.C.S.O., in its sole judgment and discretion, believes to be in its best interest. 9 MUNICIPALITY shall be solely and exclusively responsible during the term of this Agreement for guaranteeing that: (a) all MUNICIPAL FIRE PERSONNEL radios and other communication equipment will be properly set, adjusted, and maintained to receive any FIRE DISPATCH SERVICE from the 0.C.S.O. and/or COUNTY AGENT and will comply with all current and future applicable C.O.S.°. dispatching procedures, policies, standards, technical specifications, and/or any applicable state or federal communication requirements, including, but not limited, to all Federal Communications Commission orders, regulations, and policies; (b) all MUNICIPAL FIRE PERSONNEL will be adequately trained and will comply with all current and future applicable C.O.S.°, dispatching procedures, policies, standards, technical specifications and/or any applicable state or federal communication requirements, including, but not limited, to all Federal Communications Commission orders, regulations, and policies; and (c) the MUNICIPALITY and all MUNICIPAL FIRE PERSONNEL shall at all times promptly and properly notify the designated COUNTY AGENT of any on-duty or off- duty status and/or availability or unavailability of MUNICIPAL FIRE PERSONNEL to receive FIRE DISPATCH SERVICE from the 0.C.S.O. 10 The MUNICIPALITY shall be solely and exclusively responsible for all costs, expenses and liabilities associated with the purchase, lease, operation, and/or use of any MUNICIPAL FIRE PERSONNEL radio or other communication equipment. The 0.C.S.O. shall not be obligated to provide MUNICIPAL FIRE PERSONNEL with any radio or other communication equipment of any kind. MUNICIPALITY shall not be obligated under the terms of this Agreement to supply or provide the 0.C.S.O. with any additional telephones, telephone lines, radios, other communications equipment, or property. 11. The 0.C.S.O. may, at its sole discretion and expense, inspect any MUNICIPAL FIRE PERSONNEL radio or other communication equipment to ensure that it conforms with applicable 0.C.S.0, dispatching procedures, policies, standards, technical specifications, and/or state and federal law. If the inspection reveals a lack of conformance, the 0.C.S.O. shall notify the MUNICIPALITY in writing of the specific violations. The MUNICIPALITY shall address and correct such violations at its own , expense within thirty (30) calendar days of receiving the written notice or present a written plan to 0.C.S.O. within 15 calendar days setting forth a procedure for correcting the violations. If MUNICIPALITY fails to address and/or correct such violations within the time period set forth in this paragraph, the 0.C.S.O. may terminate and/or cancel the Agreement. 12, In consideration of the COUNTY'S promises and efforts under this Agreement, MUNICIPALITY shall pay the COUNTY $1,409.00 (One Thousand Four Hundred Nine Dollars) per month for the months of April 1, 2012 through March 31, 2013, $1,437.00 (One Thousand Four Hundred Thirty Seven Dollars) for the months of April 1, 2013 through March 31, 2014 and $ 1,466 (One Thousand Four Hundred Sixty Six Dollars) per month for the months of April 1,2014 through March 31, 2015. Said payments shall be made as follows: 12.1 The COUNTY shall send an invoice to the MUNICIPALITY on the first calendar day of each month for services rendered the previous month. The MUNICIPALITY shall have 30 days from the date of each invoice to make payment. For example, for services rendered in July of 2012, the COUNTY will bill the MUNICIPALITY on August 1, 2012 and the MUNICIPALITY shall pay the invoice within 30 days of the invoice date. 12.2 All Monthly payments shall be due and payable by MUNICIPALITY without any further notice or demand from the COUNTY. 12.3 Each monthly payment shall be made by a check drawn on a MUNICIPALITY account and 2012 — 2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE NORTH OAKLAND COUNTY FIRE AUTHORITY Page 3 shall be made payable to the County of Oakland and delivered to the attention of: Mr. Andy Meisner, Oakland County Treasurer, 1200 N. Telegraph Road, Pontiac, MI 48341- 0479 (or such other person as the COUNTY may from time to time designate in writing). 12.4 Each payment shall clearly identify that it is a monthly payment being made pursuant to this Agreement and identify the calendar month for which MUNICIPALITY intended the payment to apply. The COUNTY, in its discretion, may apply any monthly payment received from MUNICIPALITY to any past due amount or monthly payment then due and owing to the COUNTY pursuant to this Agreement. 13. If the MUNICIPALITY, for any reason, fails to pay the COUNTY any monies when and as due under this Agreement, the MUNICIPALITY agrees that unless expressly prohibited by law, the COUNTY or the County Treasurer, at their sole option, shall be entitled to setoff from any other MUNICIPALITY funds that are in the COUNTY'S possession for any reason. Funds include but are not limited to the Delinquent Tax Revolving Fund ('iDTRF). Any setoff or retention of funds by the COUNTY shall be deemed a voluntary assignment of the amount by the MUNICIPALITY to the COUNTY. The MUNICIPALITY waives any CLAIMS against the COUNTY or its Officials for any acts related specifically to the COUNTY'S offsetting or retaining such amounts. This paragraph shall not limit the MUNICIPALITY'S legal right to dispute whether the underlying amount retained by the COUNTY was actually due and owing under this Agreement. If the COUNTY chooses not to exercise its right to setoff or if any setoff is insufficient to fully pay the COUNTY any amounts due and owing the COUNTY under this Agreement, the COUNTY shall have the right to charge up to the then-maximum legal interest on any unpaid amount. Interest charges shall be in addition to any other amounts due to the County under this Agreement. Interest charges shall be calculated using the daily unpaid balance method and accumulate until all outstanding amounts an accumulated interest are fully paid. Nothing in this Section shall operate to limit the COUNTY'S right to pursue or exercise any other legal rights Or remedies under this Agreement against MUNICIPALITY to secure reimbursement of amounts due the COUNTY under this Agreement. The remedies in this paragraph shall be available to the COUNTY on an ongoing and successive basis if MUNICIPALITY at any time becomes delinquent in its payments. Notwithstanding any other terms and conditions in this Agreement, if the COUNTY pursues any legal action in any court to secure its payment under this Agreement, the MUNICIPALITY agrees to pay all costs and expenses, including attorney's fees and court costs, incurred by the County in the collection of any amount owed by MUNICIPALITY, 14. The MUNICIPALITY agrees that all MUNICIPALITY representations, liabilities, payment obligations and/or any other related obligations provided for in this Agreement with regard to any acts, occurrences, events, transactions or CLAIMS either occurring or having their basis in any events or transactions that occurred before the cancellation or expiration of this Agreement shall survive the cancellation or expiration of this Agreement. The parties agree that the expiration, cancellation, or termination of this Agreement shall be without prejudice to any rights or claims of either party against the other and shall not relieve either party of any obligations which, by their nature, survive expiration or termination of this Agreement. 15. Each party shall be responsible for any CLAIM made against that party and for the acts of its Employees or Agents. 16. In any CLAIM that may arise from the performance of this Agreement, each Party shall seek its own legal representation and bear the costs associated with such representation, including any attorney fees. 17. Except as otherwise provided in this Agreement, neither Party shall have any right under any legal principle to be indemnified by the other Party or any of its employees or AGENTS in connection with any CLAIM. 18. This Agreement does not, and is not intended to, impair, divest, delegate or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty or immunity of the 2012 — 2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE NORTH OAKLAND COUNTY FIRE AUTHORITY Page 4 Parties. Nothing in this Agreement shall be construed as a waiver of governmental immunity for either Party. 19. This Agreement does not, and is not intended to, create, by implication or otherwise, any direct or indirect obligation, duty, promise, benefit, and/or right to be indemnified, or any other right of any kind in favor of any person, organization, alleged third party beneficiary, or any right to be contractually, legally, equitably or otherwise subrogated to any indemnification or any other rights provided under the terms of this Agreement. 20. Neither the COUNTY nor any COUNTY AGENT, by virtue of this Agreement or otherwise, shall be considered employees of the MUNICIPALITY. The COUNTY and/or any COUNTY AGENTS legal status and relationship to the MUNICIPALITY shall be that of an Independent Contractor. No MUNICIPAL FIRE PERSONNEL shall, by virtue of this Agreement or otherwise, be considered an employee, agent, or working under the supervision and control of the COUNTY and/or any COUNTY AGENT. 21. The MUNICIPALITY and the 0.C.S.O. shall each remain the sole and exclusive employer of each of their respective employees. The MUNICIPALITY and COUNTY each agree to remain solely and exclusively responsible for the payment of each of their respective employees' wages, compensation, overtime wages, expenses, fringe benefits, pension, retirement benefits, training expenses, or other allowances or reimbursements of any kind, including, but not limited to, workers' disability compensation, unemployment compensation, Social Security Act protection and benefits, employment taxes, or any other statutory or contractual right or benefit based, in any way, upon employment. 22. This Agreement does not, and is not it intended to, create, change, modify, supplement, supersede, or otherwise affect or control, in any manner, any term or condition of employment of any COUNTY AGENT, or any applicable 0.C.S.O. employment and/or union contract, any level or amount of supervision, any standard of performance, any sequence or manner of performance, and/or any 0.C.S.O. rule, regulation, training and education standard, hours of work, shift assignment, order, policies, procedure, directive, ethical guideline, etc., which shall solely and exclusively, govern and control the employment relationship between the 0.C.S.O, and/or all conduct and actions of any COUNTY AGENT. 23. Neither the MUNICIPALITY nor any MUNICIPAL FIRE PERSONNEL shall provide, furnish or assign any COUNTY AGENT with any job instructions, job descriptions, job specifications, or job duties, or, in any manner, attempt to control, supervise, train, or direct any COUNTY AGENT in the performance of any COUNTY duty or obligation under the terms of this Agreement. 24. The MUNICIPALITY shall promptly deliver to the 0.C.S.O. written notice and copies of any CLAIM, accusation or allegation of negligence or other wrongdoing, whether civil or criminal in nature, that the MUNICIPALITY becomes aware of which involves, in any way, the 0.C.S.O. or any COUNTY AGENT. The MUNICIPALITY shall cooperate with the 0.C.S.O. in any investigation conducted by the SHERIFF of any act or performance of any duties by any COUNTY AGENT. 25. Subject to the following Paragraph, and unless canceled as provided for in this Paragraph, this Agreement shall become effective during the month specified in paragraph 12 , and shall remain in effect continuously until it expires, without any further act or notice being required of any party, at 11:59 P.M. on March 31, 2015. This Agreement may be cancelled for any reason, including the convenience of any Party, and without any penalty, before its March 31, 2015 expiration by delivering a written notice of the cancellation to the other signatories to this Agreement, or their successors in office. Such written notice shall provide at least ninety (90) calendar day notice of the effective date of cancellation, and such cancellation of this Agreement shall be effective at 11:59 P.M. on the last calendar day of the calendar month following the expiration of the 90 calendar day notice period. If this Agreement is terminated for any reason, the MUNICIPALITY will fully reimburse the COUNTY for all direct and indirect labor costs incurred by the COUNTY as a result of the Agreement's termination. 2012— 2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE NORTH OAKLAND COUNTY FIRE AUTHORITY Page 5 Such costs include, but are not limited to, unemployment compensation claims made by COUNTY employees hired by the COUNTY to fulfill the terms of this Agreement. 26. This Agreement, and any subsequent amendments, shall not become effective prior to approval by resolution of the COUNTY Board of Commissioners and the MUNICIPALITY'S Governing Body. The approval and terms of this Agreement shall be entered into the official minutes and proceedings of the COUNTY Board of Commissioners and MUNICIPALITY Council and shall also be filed with the Office of the Clerk for the COUNTY and the MUNICIPALITY Clerk. In addition, this Agreement, and any subsequent amendments, shall be filed by a designated COUNTY AGENT with the Secretary of State for the State of Michigan and shall not become effective prior to the filing of this Agreement with the Secretary of State. 27. Any signatory or any signatories' successor in office to this Agreement shall send, by first class mail, any correspondence and written notices required or permitted by this Agreement to each of the signatories of this Agreement, or any signatories' successor in office, to the addresses shown in this Agreement. Any written notice required or permitted under this Agreement shall be considered delivered to a party as of the date that such notice is deposited, with sufficient postage, with the U.S. Postal Service. 28. This Agreement is made and entered into in the State of Michigan and shall in all respects be interpreted, enforced and governed under the laws of the State of Michigan. The language of all parts of this Agreement is intended to and, in all cases, shall be construed as a whole, according to its fair meaning, and not construed strictly for or against any Party. As used in this Agreement, the singular or plural number, possessive or non-possessive, shall be deemed to include the other whenever the context so suggests or requires. 29. Absent an express written waiver, the failure of any party to pursue any right granted under this Agreement shall not be deemed a waiver of that right regarding any existing or subsequent breach or default under this Agreement. No failure or delay on the part of any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall a single or partial exercise of any right, power or privilege preclude any other or further exercise of any other right, power or privilege. 30. The COUNTY and MUNICIPALITY acknowledge that this Agreement shall be binding upon them and, to the extent permitted by law, upon their administrators, representatives, executors, successors and assigns, and all persons acting by, through, under, or in concert with any of them. 31. This Agreement sets forth the entire contract and understanding between the COUNTY and MUNICIPALITY and fully supersedes any and all prior contracts, agreements or understandings between them in any way related to the subject matter hereof after the effective date of this Agreement shall remain effective and enforceable for any CLAIM arising or occurring during any prior contract period. This Agreement shall not be changed or supplemented orally. This Agreement may be amended only by concurrent resolutions of the COUNTY Board of Commissioners and MUNICIPALITY Governing Body in accordance with the procedures set forth herein. 32. Each Party shall comply with all federal, state, and local statutes, ordinances, regulations, administrative rules, requirements applicable to its activities performed under this Agreement. 33. 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. 34. This Agreement, consisting of seven (7) pages, sets forth the entire contract and understanding between the COUNTY and the MUNICIPALITY and fully supersedes any and all prior contracts, agreements or over any actual or apparent conflict with any term of condition in such a contract. It is further understood and agreed that the terms of this Agreement are contractual and are not a mere recital and that there are no other contracts, understandings, or representations between the 2012 — 2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE NORTH OAKLAND COUNTY FIRE AUTHORITY Page 6 COUNTY and the MUNICIPALITY in any way related to the subject matter hereof, except as expressly stated herein. This Agreement shall not be changed or supplemented orally. This Agreement may be amended only by concurrent resolutions of the COUNTY Board of Commissioners and the MUNICIPALITY governing body in accordance with the procedures set forth herein. 35. For and in consideration of the mutual promises, acknowledgments, representations, and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the COUNTY and the MUNICIPALITY hereby agree and promise to be bound by the terms and provisions of this Agreement. IN WITNESS WHEREOF, Robert Kast, President of the North Oakland County Fire Authority, hereby acknowledges that he or she has been authorized by resolution of the Fire Authority (a certified copy of which is attached) to execute this Agreement on behalf of the Fire Authority and hereby accepts and binds the Fire Authority to the terms and conditions of this Agreement on this day of 2011. WITNESS: FIRE AUTHORITY OF NORTH OAKLAND COUNTY, BY: Robert Kast President IN WITNESS WHEREOF, Michael Gingell, Jr., Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners (a certified copy of which is attached) to execute this amendment to the Current Agreement on behalf of the COUNTY OF OAKLAND and hereby accepts and binds the COUNTY OF OAKLAND to the terms and conditions of this Agreement on this day of , 2011. WITNESS: COUNTY OF OAKLAND, a Michigan Municipal Corporation BY: Michael Gingell, Chairperson Oakland County Board of Commissioner IN WITNESS WHEREOF, MICHAEL J. BOUCHARD, in his official capacity as the OAKLAND COUNTY SHERIFF, a Michigan Constitutional Office, hereby concurs and accepts the terms and conditions of this Agreement on this day of 2011. WITNESS: OAKLAND COUNTY SHERIFF, a Michigan Constitutional Officer BY: MICHAEL J. BOUCHARD, Oakland County Sheriff 2012 — 2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE NORTH OAKLAND COUNTY FIRE AUTHORITY Page 7 2012 — 2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE FRANKLIN-BINGHAM FIRE COMMISSION This Agreement is made and entered into between the COUNTY OF OAKLAND, a Michigan Constitutional and Municipal Corporation, whose address is 1200 North Telegraph Road, Pontiac, Michigan 48341 (the "COUNTY"), and the FRANKLIN-BINGHAM FIRE COMMISSION, Inc., a non-profit corporation whose address is 32707 Franklin Road, Franklin, Michigan 48025 (the "COMMISSION"). In this Agreement, the COUNTY shall be represented by the OAKLAND COUNTY SHERIFF, in his official capacity as a Michigan Constitutional Officer, whose address is 1200 North Telegraph Road, Bldg. 38 E., Pontiac, Michigan 48341 (the "SHERIFF"). In this Agreement, whenever the COUNTY and the SHERIFF are intended to be referred to jointly, they shall collectively be referred to as the "OAKLAND COUNTY SHERIFF'S OFFICE" ("O.C.S.0.") WITNESSETH WHEREAS, the COMMISSION is authorized by law to provide fire protection service for the residents of the Villages of Franklin and Bingham Farms; and WHEREAS, in order to provide effective fire protection services for its residents, the COMMISSION must also provide Fire Department communication and dispatch functions; and WHEREAS, the 0.C.S.O. provides police communication and dispatch functions and has the capability to provide fire dispatch but, absent this Agreement, is not obligated to provide "FIRE DISPATCH SERVICE", as defined in this Agreement, for the COMMISSION; and WHEREAS, the COUNTY and COMMISSION may enter into a contract by which the 0.C.S.O. would provide FIRE DISPATCH SERVICE for COMMISSION; and WHEREAS, the COMMISSION has concluded that it is more cost effective to contract for FIRE DISPATCH SERVICE with the 0.C.S.O. than to equip and staff its own fire communication and dispatch center; and WHEREAS, the 0.C.S.O, agrees to provide FIRE DISPATCH SERVICE for the "VOLUNTEER FIRE PERSONNEL", as defined in this Agreement, under the following terms and conditions; NOW, THEREFORE, it is mutually agreed as follows: 1. The COUNTY, with the cooperation and approval of the SHERIFF, shall, in conjunction with its existing 0.C.S.0. police communications functions, provide FIRE DISPATCH SERVICE to VOLUNTEER FIRE PERSONNEL. 2. Except as expressly provided for in this Agreement, the Parties agree that this Agreement does not, and is not intended to, transfer, delegate, or assign to the other Party or any civil or legal responsibility, duty, obligation, duty of care, cost, legal obligation, or liability associated with any governmental function delegated and/or entrusted to either party under any existing law or regulations. 3. For all purposes and as used throughout this Agreement, the words and expressions listed below, whether used in the singular or plural, within or without quotation marks, or possessive or nonpossessive, shall be defined, read, and interpreted as follows: 3.1. "FIRE DISPATCH SERVICE" shall be defined to include: any emergency or non-emergency telephone call or notice, of any kind, received by the 0.C.S.O., which requests, requires, or, in 2012 — 2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE FRANKLIN-BINGHAM FIRE COMMISSION Page 1 the sole judgment of the 0.C.S.O. or a COUNTY AGENT appears to request or require the presence, attention, or services of any VOLUNTEER FIRE PERSONNEL to address, respond, or attend to any issue, event, or circumstance involving public health or safety, an accident, an accidental injury, the protection of property, or any emergency (including, but not limited to medical, fire, and/or health), and an 0.C.S.O. or COUNTY AGENT radio communication, or any attempted radio communication to any VOLUNTEER FIRE PERSONNEL. 3.2. "VOLUNTEER FIRE PERSONNEL" shall be defined to include: all uniformed, non-uniformed, civilian, command, volunteer, administrative, and/or supervisory personnel employed and/or contracted by the COMMISSION to provide, supply, support, administer, or direct any fire or emergency related services and/or any persons acting by, through, under, or in concert with any of them; or any COMMISSION official, officer, employee or agent whose job duties may include the receipt of any 0.C.S.O. FIRE DISPATCH SERVICE. "COUNTY AGENT" shall be defined to include the SHERIFF and all COUNTY elected and appointed officials, commissioners, officers, boards, committees, commissions, departments, divisions, employees (including any SHERIFF'S DEPUTY), agents, predecessors, successors, or assigns, (whether such persons act or acted in their personal, representative, or official capacities), and all persons acting by, through, under, or in concert with any of them. COUNTY AGENT as defined in this Agreement shall also include any person who was a COUNTY AGENT at any time during the term of this Agreement but, for any reason, is no longer employed, appointed, or elected in his/her previous capacity. 3.4. "CLAIM' shall be defined 1.0 include any and all losses, complaints, demands for relief, damages, lawsuits, causes of action, proceedings, judgments, deficiencies, penalties, costs and expenses, including, but not limited to, reimbursement for reasonable attorney fees witness fees, court costs, investigation, litigation expenses, amounts paid in settlement, and/or any other amount for which the COUNTY or COUNTY AGENT becomes legally and/o,' contractually obligated to pay, whether direct, indirect, or consequential, whether based upon any alleged violation of the constitution (federal or state), any statute, rule, regulation, or the common law, whether in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 4. The COMMISSION agrees that under the terms of this Agreement, except for the FIRE DISPATCH SERVICE(S) expressly contracted for herein, that neither the 0.C.S.O. nor any COUNTY AGENT(S) shall be obligated, in any other way, to provide or assist the COMMISSION or any VOLUNTEER FIRE PERSONNEL with any other direct, indirect, backup or supplemental support or police , fire or emergency-related services or protection of any kind or nature whatsoever, or send COUNTY AGENT(S) to respond, in any way, to any call for FIRE PERSONNEL services. 5. Under all circumstances, the COMMISSION shall remain solely and exclusively responsible for all costs and/or liabilities associated with providing available on-duty VOLUNTEER FIRE PERSONNEL to receive and respond to FIRE DISPATCH SERVICE in a timely and professional manner. 6. The COMMISSION acknowledges that there may be circumstances when, despite all reasonable 0.C.S.O. or COUNTY AGENT(S) efforts, an 0.C.S.O. or COUNTY AGENT(S) attempt to communicate or provide FIRE DISPATCH SERVICES(S) for VOLUNTEER FIRE PERSONNEL may be unsuccessful and, as a result, FIRE PERSONNEL'S timely response to a call for FIRE PERSONNEL assistance may not be forthcoming. 7. The COMMISSION agrees that this Agreement does not, and is not intended to, include any 0.C.S.O. warranty, promise, or guarantee of any kind or nature whatsoever concerning the provision of FIRE DISPATCH SERVICES(S) to the COMMISSION except that the COUNTY will make a reasonable effort to provide FIRE DISPATCH SERVICE(S) for VOLUNTEER FIRE PERSONNEL consistent with existing 0.C.S.O. communication and dispatch policies, procedures, orders and 2012 — 2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE FRANKLIN-BINGHAM FIRE COMMISSION Page 2 standards. 8. This Agreement does not, and is not intended to, obligate or require the 0.C.S.O. to change. alter, modify, or develop any different 0.C.S.O. dispatch related procedures, policies, andfor standards; purchase or use any special or additional equipment; or, alternatively, prohibit the 0.C.S.O, from implementing any future communication-related changes that the 0.C.S.O., in its sole judgment and discretion, believes to be in its best interest. 9 COMMISSION shall be solely and exclusively responsible during the term of this Agreement for guaranteeing that: (a) all VOLUNTEER FIRE PERSONNEL radios and other communication equipment will be properly set, adjusted, and maintained to receive any FIRE DISPATCH SERVICE from the 0.C,S.O. and/or COUNTY AGENT and will comply with all current and future applicable 0.C.S.O. dispatching procedures, policies, standards, technical specifications, and/or any applicable state or federal communication requirements, including, but not limited, to all Federal Communications Commission orders, regulations, and policies; (b) all VOLUNTEER FIRE PERSONNEL will be adequately trained and will comply with all current and future applicable 0,C.S.O. dispatching procedures, policies, standards, technical specifications and/or any applicable state or federal communication requirements, including, but not limited, to all Federal Communications Commission orders, regulations, and policies; and (c) the COMMISSION and all VOLUNTEER FIRE PERSONNEL shall at all times promptly and properly notify the designated COUNTY AGENT of any on-duty or off- duty status and/or availability or unavailability of VOLUNTEER FIRE PERSONNEL to receive FIRE DISPATCH SERVICE from the 0.C.S.O. 10 The COMMISSION shall be solely and exclusively responsible for all costs, expenses and liabilities associated with the purchase, lease, operation, and/or use of any VOLUNTEER FIRE . PERSONNEL radio or other communication equipment. The 0.C.S.O. shall not be obligated to provide VOLUNTEER FIRE PERSONNEL with any radio or other communication equipment of any kind. The COMMISSION shall not be obligated under the terms of this Agreement to supply or provide the 0.C.S.O. with any additional telephones, telephone lines, radios, other communications equipment, or property. 11. The 0.C.S.O. may, at its sole discretion and expense, inspect any VOLUNTEER FIRE PERSONNEL radio or other communication equipment to ensure that it conforms with applicable 0.C.S.O. dispatching procedures, policies, standards, technical specifications, and/or state and federal law. If the inspection reveals a lack of conformance, the 0.C.S.O. shall notify the COMMISSION in writing of the specific violations. The COMMISSION shall address and correct such violations at its own expense within thirty (30) calendar days of receiving the written notice or present a written plan to 0.C.S.O. within 15 calendar days setting forth a procedure for correcting the violations. If the COMMISSION fails to address and/or correct such violations within the time period set forth in this paragraph, the 0.C.S.O. may terminate and/or cancel the Agreement. 12, In consideration of the COUNTY'S promises and efforts under this Agreement, the COMMISSION shall pay the COUNTY $791.00 (Seven Hundred Ninety One Dollars) per month for the months of April 1, 2012 through March 31, 2013, $807.00 (Eight Hundred Seven Dollars) per month for the months of April 1, 2013 through March 31, 2014 and $ 823.00 per month (Eight Hundred Twenty Three Dollars) per month for the months of April 1, 2014 through March 31, 2015, Said payments shall be made as follows: 12.1 The COUNTY shall send an invoice to the COMMISSION on the first calendar day of each month for services rendered the previous month. The COMMISSION shall have 30 days from the date of each invoice to make payment. For example, for services rendered in July of 2012, the COUNTY will bill the COMMISSION on August 1, 2012 and the COMMISSION shall pay the invoice within 30 days of the invoice date. 12.2 All Monthly payments shall be due and payable by the COMMISSION without any further notice or demand from the COUNTY. 2012 —2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE FRANKLIN-BINGHAM FIRE COMMISSION Page 3 12.3 Each monthly payment shall be made by a check drawn on a COMMISSION account and shall be made payable to the County of Oakland and delivered to the attention of: Mr. Andy Meisner. Oakland County Treasurer, 1200 N. Telegraph Road, Pontiac, MI 48341- 0479 (or such other person as the COUNTY may from time to time designate in writing). 12.4 Each payment shall clearly identify that it is a monthly payment being made pursuant to this Agreement and identify the calendar month for which COMMISSION intended the payment to apply. The COUNTY, in its discretion, may apply any monthly payment received from the COMMISSION to any past due amount or monthly payment then due and owing to the COUNTY pursuant to this Agreement. 13. If the COMMISSION, for any reason, fails to pay the COUNTY any monies when and as due under this Agreement, the COMMISSION agrees that unless expressly prohibited by law, the COUNTY or the County Treasurer, at their sole option, shall be entitled to setoff from any other COMMISSION funds that are in the COUNTY'S possession for any reason. Funds include but are not limited to the Delinquent Tax Revolving Fund ("DTRF"). Any setoff or retention of funds by the COUNTY shall be deemed a voluntary assignment of the amount by the COMMISSION to the COUNTY. The COMMISSION waives any CLAIMS against the COUNTY or its Officials for any acts related specifically to the COUNTY'S offsetting or retaining such amounts. This paragraph shall not limit the COMMISSION'S legal right to dispute whether the underlying amount retainedby the COUNTY was actually due and owing under this Agreement. If the COUNTY chooses not to exercise its right to setoff or if any setoff is insufficient to fully pay the COUNTY any amounts due and owing the COUNTY under this Agreement, the COUNTY shall have the right to charge up to the then-maximum legal interest on any unpaid amount. Interest charges shall be in addition to any other amounts due to the County under this Agreement. Interest charges shall be calculated using the daily unpaid balance method and accumulate unfit all outstanding amounts an accumulated interest are fully paid. Nothing in this Section shall operate to limit the COUNTY'S right to pursue or exercise any other legal rights or remedies under this Agreement against COMMISSION to secure reimbursement of amounts due the COUNTY under this Agreement. The remedies in this paragraph shall be available to the COUNTY on an ongoing and successive basis if the COMMISSION at any time becomes delinquent in its payments. Notwithstanding any other terms and conditions in this Agreement, if the COUNTY pursues any legal action in any court to secure its payment under this Agreement, the COMMISSION agrees to pay all costs and expenses, including attorney's fees and court costs, incurred by the County in the collection of any amount owed by the COMMISSION. 14, The COMMISSION agrees that all COMMISSION representations, liabilities, payment obligations and/or any other related obligations provided for in this Agreement with regard to any acts, occurrences, events, transactions or CLAIMS either occurring or having their basis in any events or transactions that occurred before the cancellation or expiration of this Agreement shall survive the cancellation or expiration of this Agreement. The parties agree that the expiration, cancellation, or termination of this Agreement shall be without prejudice to any rights or claims of either party against the other and shall not relieve either party of any obligations which, by their nature, survive expiration or termination of this Agreement. 15. Each party shall be responsible for any CLAIM made against that party and for the acts of its Employees or Agents. 16. In any CLAIM that may arise from the performance of this Agreement, each Party shall seek its own legal representation and bear the costs associated with such representation, including any attorney fees. 17. Except as otherwise provided in this Agreement, neither Party shall have any right under any legal principle to be indemnified by the other Party or any of its employees or AGENTS in connection with any CLAIM. 2012 —2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE FRANKLIN-BINGHAM FIRE COMMISSION Page 4 18. This Agreement does not, and is not intended to, impair, divest, delegate or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty or immunity of the Parties. Nothing in this Agreement shall be construed as a waiver of governmental immunity for either Party. 19. This Agreement does not, and is not intended to, create, by implication or otherwise, any direct or indirect obligation, duty, promise, benefit, and/or right to be indemnified, or any other right of any kind in favor of any person, organization, alleged third party beneficiary, or any right to be contractually, legally, equitably or otherwise subrogated to any indemnification or any other rights provided under the terms of this Agreement. 20. Neither the COUNTY nor any COUNTY AGENT, by virtue of this Agreement or otherwise, shall be considered employees of the COMMISSION. The COUNTY and/or any COUNTY AGENTS legal status and relationship to the COMMISSION shall be that of an independent Contractor. No VOLUNTEER FIRE PERSONNEL shall, by virtue of this Agreement or otherwise, be considered an employee, agent, or working under the supervision and control of the COUNTY and/or any COUNTY AGENT. 21. The COMMISSION and the 0.C.S.O. shall each remain the sole and exclusive employer of each of their respective employees. The COMMISSION and COUNTY each agree to remain solely and exclusively responsible for the payment of each of their respective employees' wages, compensation, overtime wages, expenses, fringe benefits, pension, retirement benefits, training expenses, or other allowances or reimbursements of any kind, including, but not limited to, workers' disability compensation, unemployment compensation, Social Security Act protection and benefits, employment taxes, or any other statutory or contractual right or benefit based, in any way, upon employment. 22. This Agreement does not, and is not it intended to, create, change, modify, supplement, supersede, or otherwise affect or control, in any manner, any term or condition of employment of any COUNT': AGENT, or any applicable 0.0.5.0. employment and/or union contract, any level or amount supervision, any standard of performance, any sequence or manner of performance, and/or any 0.0.5.0. rule, regulation, training and education standard, hours of work, shift assignment, order, policies, procedure, directive, ethical guideline, etc., which shall solely and exclusively, govern and control the employment relationship between the 0.C.S.O. and/or all conduct and actions of any COUNTY AGENT. 23. Neither the COMMISSION nor any VOLUNTEER FIRE PERSONNEL shall provide, furnish or assign any COUNTY AGENT with any job instructions, job descriptions, job specifications, or job duties, or, in any manner, attempt to control, supervise, train, or direct any COUNTY AGENT in the performance of any COUNTY duty or obligation under the terms of this Agreement. 24. The COMMISSION shall promptly deliver to the 0.0.5.0. written notice and copies of any CLAIM, accusation or allegation of negligence or other wrongdoing, whether civil or criminal in nature, that the COMMISSION becomes aware of which involves, in any way, the 0.C.S.O. or any COUNTY AGENT. The COMMISSION shall cooperate with the 0.0.8.0. in any investigation conducted by the SHERIFF of any act or performance of any duties by any COUNTY AGENT. 25. Subject to the following Paragraph, and unless canceled as provided for in this Paragraph, this Agreement shall become effective during the month specified in paragraph 12 , and shall remain in effect continuously until it expires, without any further act or notice being required of any party, at 11:59 P.M. on March 31, 2015. This Agreement may be cancelled for any reason, including the convenience of any Party, and without any penalty, before its March 31, 2015 expiration by delivering a written notice of the cancellation to the other signatories to this Agreement, or their successors in office. Such written notice shall provide at least ninety (90) calendar day notice of the effective date of cancellation, and such cancellation of this Agreement shall be effective at 11:59 P.M. on the last calendar day of the calendar month following the expiration of the 90 calendar day notice period. If this Agreement is terminated for any reason, the COMMISSION will fully reimburse the COUNTY for 2012 —2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE FRANKLIN-BINGHAM FIRE COMMISSION Page 5 all direct and indirect labor costs incurred by the COUNTY as a result of the Agreement's termination. Such costs include, but are not limited to, unemployment compensation claims made by COUNTY employees hired by the COUNTY to fulfill the terms of this Agreement. 26. This Agreement, and any subsequent amendments, shall not become effective prior to approval by resolution of the COUNTY Board of Commissioners and the COMMISSION'S Board of Commissioners. The approval and terms of this Agreement shall be entered into the official minutes and proceedings of the COUNTY Board of Commissioners and COMMISSION and shall also be filed with the Office of the Clerk for the COUNTY and the COMMISSION Clerk. In addition, this Agreement, and any subsequent amendments, shall be tiled by a designated COUNTY AGENT with the Secretary of State for the State of Michigan and shall not become effective prior to the filing of this Agreement with the Secretary of State. 27. Any signatory or any signatories successor in office to this Agreement shall send, by first class mail, any correspondence and written notices required or permitted by this Agreement to each of the signatories of this Agreement, or any signatories' successor in office, to the addresses shown in this Agreement. Any written notice required or permitted under this Agreement shall be considered delivered to a party as of the date that such notice is deposited, with sufficient postage, with the U.S. Postal Service. 28. This Agreement is made and entered into in the State of Michigan and shall in all respects be interpreted, enforced and governed under the laws of the State of Michigan. The language of all parts of this Agreement is intended to and, in all cases, shall be construed as a whole, according to its fair meaning, and not construed strictly for or against any Party. As used in this Agreement, the singular or plural number, possessive or non-possessive, shall be deemed to include the other whenever the context so suggests or requires. 29. Absent an express written waiver, the failure of any party to pursue any right granted uncle': ;sirs Agreement shall not be deemed a waiver of that right regarding any existing or subsequent breach or default under this Agreement. No failure or delay on the part of any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall a single or partial exercise of any right, power or privilege preclude any other or further exercise of any other right, power or privilege. 30. The COUNTY and COMMISSION acknowledge that this Agreement shall be binding upon them and, to the extent permitted by law, upon their administrators, representatives, executors, successors and assigns, and all persons acting by, through, under, or in concert with any of them. 31. This Agreement sets forth the entire contract and understanding between the COUNTY and COMMISSION and fully supersedes any and all prior contracts, agreements or understandings between them in any way related to the subject matter hereof after the effective date of this Agreement shall remain effective and enforceable for any CLAIM arising or occurring during any prior contract period. This Agreement shall not be changed or supplemented orally. This Agreement may be amended only by concurrent resolutions of the COUNTY Board of Commissioners and COMMISSION Governing Body in accordance with the procedures set forth herein. 32. Each Party shall comply with all federal, state, and local statutes, ordinances, regulations, administrative rules, requirements applicable to its activities performed under this Agreement. 33. 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. 34. This Agreement, consisting of seven (7) pages, sets forth the entire contract and understanding between the COUNTY and the COMMISSION and fully supersedes any and all prior contracts, agreements or over any actual or apparent conflict with any term of condition in such a contract. It is further understood and agreed that the terms of this Agreement are contractual and are not a mere 2012 —2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE FRANKLIN-BINGHAM FIRE COMMISSION Page 6 recital and that there are no other contracts, understandings, or representations between the COUNTY and the COMMISSION in any way related to the subject matter hereof, except as expressly stated herein. This Agreement shall not he changed or supplemented orally. This Agreement may be amended only by concurrent resolutions of the COUNTY Board of Commissioners and the COMMISSION governing body in accordance with the procedures set forth herein. 35. For and in consideration of the mutual promises, acknowledgments, representations, and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the COUNTY and the COMMISSION hereby agree and promise to be bound by the terms and provisions of this Agreement. IN WITNESS WHEREOF, Richard Rubin, President of the Franklin-Birmingham Commission, hereby acknowledges that he or she has been authorized by resolution of the COMMISSION Board of Fire Commissioners (a certified copy of which is attached) to execute this Agreement on behalf of the COMMISSION and hereby accepts and binds the COMMISSION to the terms and conditions of this Agreement on this day of 2011. WITNESS: FRANKLIN-BINGHAM FIRE AUTHORITY INC. BY: Richard Rubin President IN WITNESS WHEREOF, Michael Gingell, Jr., Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners (a certified copy of which is attached) to execute this amendment to the Current Agreement on behalf of the COUNTY OF OAKLAND and hereby accepts and binds the COUNTY OF OAKLAND to the terms and conditions of this Agreement on this day of 2011. WITNESS: COUNTY OF OAKLAND, a Michigan Municipal Corporation BY: Michael Gingell Chairperson, Oakland County Board of Commissioner IN WITNESS WHEREOF, MICHAEL J. BOUCHARD, in his official capacity as the OAKLAND COUNTY SHERIFF, a Michigan Constitutional Office, hereby concurs and accepts the terms and conditions of this Agreement on this day of , 2011. WITNESS: OAKLAND COUNTY SHERIFF, a Michigan Constitutional Officer BY: MICHAEL J. BOUCHARD, Oakland County Sheriff 2012 2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE FRANKLIN-BINGHAM FIRE COMMISSION Page 7 2012-2015 FIRE DISPATCH SERVICE SUPPORT AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE VILLAGE OF FRANKLIN This Agreement is made and entered into between the COUNTY OF OAKLAND, a Michigan Constitutional and Municipal Corporation, whose address is 1200 North Telegraph Road, Pontiac, Michigan 48341 (the "COUNTY"), and the VILLAGE OF FRANKLIN, whose address is 32325 Franklin Road, Franklin, Michigan 48025 ("FRANKLIN"). In this Agreement, the COUNTY shall be represented by the OAKLAND COUNTY SHERIFF, in his official capacity as a Michigan Constitutional Officer, whose address is 1200 North Telegraph Road, Pontiac, Michigan 48341 (the "SHERIFF"). In this Agreement, whenever the COUNTY and the SHERIFF are intended to be referred to jointly, they shall collectively be referred to as the "OAKLAND COUNTY SHERIFF'S OFFICE" ('O.C.S.0.") WITNESSETH WHEREAS, FRANKLIN is authorized by law to provide fire protection service for its residents; and WHEREAS, fire protection services are provided to FRANKLIN by the FRANKLIN VOLUNTEER FIRE DEPARTMENT, INC, a non-profit corporation, pursuant to an agreement between FRANKLIN and the FRANKLIN VOLUNTEER FIRE DEPARTMENT, INC ("VOLUNTEER FIRE DEPARTMENT"); WHEREAS, in order to provide effective fire protection services for FRANKLIN, the VOLUNTEER FIRE DEPARTMENT must obtain FIRE DISPATCH SERVICE; and WHEREAS, the 0.C.S.O. provides police communication and dispatch functions and has the capability to provide fire dispatch but, absent an Agreement between the parties, is not obligated to provide "FIRE DISPATCH SERVICE", as defined in this Agreement, to FRANKLIN or the VOLUNTEER FIRE DEPARTMENT; and WHEREAS, the 0.C.S.O. has agree to provide FIRE DISPATCH SERVICE to the VOLUNTEER FIRE DEPARTMENT pursuant to a separate agreement between the COUNTY and the VOLUNTEER FIRE DEPARTMENT; and WHEREAS, FRANKLIN has reviewed the Fire Dispatch Agreement between OAKLAND COUNTY and the VOLUNTEER FIRE DEPARTMENT (a copy of which is attached hereto as Exhibit 1) and is fully aware of the terms of the terms and conditions therein; and WHEREAS, in consideration of the COUNTY'S promises and efforts under its Fire Dispatch Agreement with the VOLUNTEER FIRE DEPARTMENT, FRANKLIN agrees to the following terms and conditions: NOW THEREFORE, it is mutually agreed as follows: 1.. For all purposes and as used throughout this Agreement, the words and expressions listed below, whether used in the singular or plural, within or without quotations marks, or possessive or nonpossessive, shall be defined, read and interpreted as follows: "FIRE DISPATCH SERVICE" shall be defined to include: any emergency or non- emergency telephone call or notice, of any kind, received by the 0.C.S.O., which requests, requires, or, in the sole judgment of the 0.C.S.O. or a COUNTY AGENT, 2012-2015 FIRE DISPATCH SERVICE SUPPORT AGREEMENT BETWEEN AND THE COUNTY OF OAKLAND, THE VILLAGE OF FRANKLIN 1.1. Page 1 appears to request or require the presence, attention, or services of any VOLUNTEER FIRE PERSONNEL to address, respond, or attend to any issue, event, or circumstance involving public health or safety, an accident, an accidental injury, the protection of property, or any emergency (including, but not limited to medical, fire, and/or health), which results in any 0.C.S.O. or COUNTY AGENT radio communication, or any attempted radio communication to any VOLUNTEER FIRE PERSONNEL, 1.2. ''VOLUNTEER FIRE PERSONNEL" shall be defined to include: all unifonned, non- uniformed, civilian, command, volunteer, administrative, and/or supervisory personnel employed and/or contracted by the VOLUNTEER FIRE DEPARTMENT to provide, supply, support, administer, or direct any fire or emergency related services and/or any persons acting by, through, under, or in concert with any of them; or any VOLUNTEER.FIRE DEPARTMENT official, officer, employee or agent whose job duties may include the receipt of any 0.C.S.O. FIRE DISPATCH SERVICE. 1.3. "COUNTY AGENT" shall be defined to include the SHERIFF and all COUNTY elected and appointed officials, commissioners, officers, boards, committees, commissions, departments, divisions, employees (including any SHERIFF'S DEPUTY), agents, predecessors, sUccessors, or assigns, (whether such persons act or acted in their personal, representative, or official capacities), and all persons acting . by, through, under, or in concert with any of them. COUNTY AGENT as defined in this Agreement shall also include any person who was a COUNTY AGENT at any time during the term of this Agreement but, for any reason, is no longer employed, appointed, or elected in his/her previous capacity. 1.4. , "CLAIM" shall be defined to include any and all losses, complaints, demands for relief, damages, lawsuits, causes of action, proceedings, judgments, deficiencies, penalties, costs and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation, litigation expenses, amounts paid in settlement, and/or any other amount for which the COUNTY or COUNTY AGENT becomes legally and/or contractually obligated to pay, whether direct, indirect, or consequential, whether based upon any alleged violation of the constitution (federal or state), any statute, rule, regulation, or the common law, whether in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. FRANKLIN agrees that if the VOLUNTEER FIRE DEPARTMENT fails, for any reason, to timely pay the County the amounts required Under its Fire Dispatch Agreement with the COUNTY (as set forth in Exhibit 1), the VILLAGE agrees that unless expressly prohibited by law, the COUNTY or the County Treasurer, at their sole option, shall be entitled to setoff from any other FRANKLIN funds that are in the COUNTY'S possession for any reason. Funds include but are not limited to the Delinquent Tax Revolving Fund ("DTRF"). Any setoff or retention of funds by the COUNTY shall be deemed a voluntary assignment of the amount by FRANKLIN to the COUNTY. FRANKLIN waives any CLAIMS against the COUNTY or its Officials for any acts related specifically to the COUNTY'S offsetting or retaining such amounts. This paragraph shall not limit FRANKLIN'S legal right to dispute whether the underlying amount retained by the COUNTY was actually due and owing under this AGREEMENT. If the COUNTY chooses not to exercise its right to setoff or if any 2012-2015 FIRE DISPATCH SERVICE SUPPORT AGREEMENT BETWEEN AND THE COUNTY OF OAKLAND, THE VILLAGE OF FRANKLIN Page 2 setoff is insufficient to fully pay the COUNTY any amounts due and owing the COUNTY under this Ain-cement, the COUNTY shall have the right to charge up to the then-maximum legal interest on any unpaid amount. Interest charges shall be in addition to any other amounts due to the COUNTY under this Agreement. Interest charges shall be calculated using the daily unpaid balance method and accumulate until all outstanding amounts and accumulated interest are fully paid. Nothing in this paragraph shall operate to limit the COUNTY'S right to pursue or exercise any other legal rights or remedies under this Agreement against FRANKLIN to secure reimbursement of amounts due the COUNTY - under its agreement with the VOLUNTEER FIRE DEPARTMENT. The remedies in this Paragraph shall be available to the COUNTY on an ongoing and successive basis if FRANKLIN at any time becomes delinquent in its payment. Notwithstanding any other term and condition in this Agreement, if the COUNTY pursues any legal action in any court to secure its payment under this Agreement, FRANKLIN agrees to pay all costs and expenses, including attonicy's fees and court costs incurred by the COUNTY in the collection of any amount owed by FRANKLIN on the VOLUNTEER FIRE DEPARTMENT'S behalf The COUNTY agrees that it will give FRANKLIN at least thirty (30) days written notice of the VOLUNTEER FIRE DEPARTMENT'S failure to pay amounts required under the Fire Department Dispatch Agreement attached as Exhibit 1 before the COUNTY may exercise the payment recovery options set forth in this Paragraph and that if FRANKLIN pays the amounts owed by the VOLUNTEER FIRE DEPARTMENT within that time period, that the COUNTY shall not exercise those payment recovery options for that payment default, Each Party shall be responsible for any CLAIMS made against that party and for the acts of its Employees or AGENTS. In any CLAIMS that may arise from the performance of this Agreement, each Party shall seek its own legal representation and bear the costs associated with such representation including any attorney fees, 5. Except as otherwise provided in this Agreement, neither Party shall have any right under any legal principle to be indemnified by the other Party or any of its employees or agents in connection with any CLAIM. 6. This Agreement does not, and is not intended to, impair, divest, delegate or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty or immunity of the Parties. Nothing in this Agreement shall be construed as a waiver of governmental immunity for either Party. 7. Subject to the following Paragraph, and unless canceled as provided for in this Paragraph, this Agreement shall become effective on April 1, 2012 and upon execution by both parties, and shall remain in effect continuously until it expires, without any further act or notice being required of any party, at 11:59 P.M. on March 31, 2015. This Agreement may be cancelled For any reason, including the convenience of any Party, and without any penalty, before its March 31, 2015, expiration by delivering a written notice of the cancellation to the other signatories to this Agreement, or their successors in office. Such written notice shall provide at least a ninety (90) calendar days notice of the effective date of cancellation, and such cancellation of this Agreement shall be effective at 11:59 P.M. on the last calendar day of the calendar month following the expiration of the 90 calendar day notice period. 2012-2015 FIRE DISPATCH SERVICE SUPPORT AGREEMENT BETWEEN AND THE COUNTY OF OAKLAND, THE VILLAGE OF FRANKLIN Page 3 8. This Ageement, and any subsequent amendments. shall not become effective prior to the approval by concurrent resolutions of the COUNTY Board of Commissioners and the FRANKLIN Board of Trustees. The approval and terms of this Agreement shall be entered into the official minutes and proceedings of the COUNTY Board of Commissioners and FRANKLIN Board of Trustees arid also shall be filed with the Office of the Clerk for the COUNTY and the MUNICIPALITY. In addition, this Agreement, and any subsequent amendments, shall be filed by a designated COUNTY AGENT with the Secretary of State for the State of Michigan and shall not become effective prior to the filing of this Agreement with the Secretary of State. 9. Any signatory or any signatories successor in office to this Agreement shall send, by first class mail, any correspondence and written notices required or permitted by this Agreement to each of the signatories of this Agreement, or any signatories' successor in office, to the addresses shown in this Agreement. Any written notice required or permitted under this Agreement shall be considered delivered to a party as of the date that such notice is deposited, with Sufficient postage, with the U.S. Postal Service. 10. This Agreement is Made and entered into in the State of Michigan and shall in all respects be interpreted, enforced and governed under the laws of the State of Michigan. The language of all parts of this Agreement is intended to and, in all cases, shall be construed as a whole, according to its fair meaning, and not construed strictly for or against any Party. As used in this Agreement, the singular or plural number, possessive or nonpossessive, shall be deemed to include the other whenever the context so suggests or requires. 11. Absent an express written waiver, the failure of any party to pursue any right granted under this Agreement shall not be deemed a waiver of that right regarding any existing or subsequent breach or default under this Agreement. No failure or delay on the part of any Party in exercising:, any right, power or privilege hereunder shall operate as a waiver thereof, nor shall a single or partial exercise of any right, power or privilege preclude any other or further exercise of any other right, power or privilege. 12. The COUNTY and FRANKLIN acknowledge that this Agreement shall be binding upon them and, to the extent permitted by law, upon their administrators, representatives, executors, successors and assigns, and all persons acting by, through, under, or in concert with any of them. 13. This Agreement sets forth the entire contract and understanding between the COUNTY and FRANKLIN and fully supersedes any and all prior contracts, agreements or understandings between them in any way related to the subject matter hereof after the effective date of this Agreement. This Agreement shall not be changed or supplemented orally. This Agreement may be amended only by concurrent resolutions of the COUNTY Board of Commissioners and the FRANKLIN Board in accordance with the procedures set forth herein. 14. Each Party shall comply with all federal, state, and local statutes, ordinances, regulations, administrative rules requirements applicable to its activities performed under this Agreement. 15. 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. 2012-2015 FIRE DISPATCH SERVICE SUPPORT AGREEMENT BETWEEN AND THE COUNTY OF OAKLAND, THE VILLAGE OF FRANKLIN Page 4 16. For and in consideration of the mutual promises, acknowledgments, representations, and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the COUNTY and FRANKLIN hereby agree and promise to be bound by the terms and provisions of this Agreement. IN WITNESS WHEREOF, H. FRED GALLA.SCH, President, VILLAGE OF FRANKLIN BOARD OF TRUSTEES, hereby acknowledges that she has been authorized by a resolution of the FRANKLIN BOARD OF TRUSTEES (a certified copy of which is attached) to execute this Agreement on behalf of FRANKLIN and hereby accepts and binds FRANKLIN to the terms and conditions of this Agreement on this day of .2011. WITNESS:, VILLAGE OF FRANKLIN, a Michigan Municipal Corporation BY: H. FRED GALLASCH President BY: Arlene M. Nichols Clerk IN WITNESS WHEREOF, MICHAEL J. GINGELL, Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners (a certified copy of which is attached) to execute this amendment to the Current Agreement on behalf of the COUNTY OF OAKLAND and hereby accepts and binds the COUNTY OF OAKLAND to the terms and conditions of this Agreement on this day of 2011. WITNESS: COUNTY OF OAKLAND, a Michigan Municipal Corporation BY: MICHAEL J. GINGELL Chairperson, Oakland County Board of Commissioners IN WITNESS WHEREOF, MICHAEL I. BOUCHARD, in his official capacity as the OAKLAND COUNTY SHERIFF, a Michigan Constitutional Office, hereby concurs and accepts the terms and conditions of this Agreement on this day of , 2011. WITNESS: OAKLAND COUNTY SI IERIFE, a Michigan Constitutional Officer BY: MICHAEL J. BOUCHARD, Oakland County Sheriff 2012-2015 FIRE DISPATCH SERVICE SUPPORT AGREEMENT BETWEEN AND THE COUNTY OF OAKLAND, THE VILLAGE OF FRANKLIN Page 5 EXHIBIT 2012 — 2015 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE FRANKLIN-BINGHAM FIRE COMMISSION This Agreement is made and entered into between the COUNTY OF OAKLAND, a Michigan Constitutional and Municipal Corporation, whose address is 1200 North Telegraph Road, Pontiac, Michigan 48341 (the "COUNTY"), and the FRANKLIN-BINGHAM FIRE COMMISSION, Inc., a non-profit corporation whose address is 32707 Franklin Road, Franklin, Michigan 48025 (the "COMMISSION"). In this Agreement, the COUNTY shall be represented by the OAKLAND COUNTY SHERIFF, in his official capacity as a Michigan Constitutional Officer, whose address is 1200 North Telegraph Road, Bldg. 38 E., Pontiac, Michigan 48341 (the "SHERIFF"). In this Agreement, whenever the COUNTY and the SHERIFF are intended to be referred to jointly, they shall collectively be referred to as the "OAKLAND COUNTY SHERIFF'S OFFICE" ("0.C.S.0.") WITNESS ETH WHEREAS, the COMMISSION is authorized by law to provide fire protection service for the residents of the Villages of Franklin and Bingham Farms; and WHEREAS, in order to provide effective fire protection services for its residents, the COMMISSION must also provide Fire Department communication and dispatch functions; and WHEREAS, the 0.C.S.O. provides police communication and dispatch functions and has the capability to provide fire dispatch but, absent this Agreement, is not obligated to provide "FIRE DISPATCH SERVICE", as defined in this Agreement, for the COMMISSION; and WHEREAS, the COUNTY and COMMISSION may enter into a contract by which the 0.C.S.O. would provide FIRE DISPATCH SERVICE for COMMISSION; and WHEREAS, the COMMISSION has concluded that it is more cost effective to contract for FIRE DISPATCH SERVICE with the 0.C,S.O. than to equip and staff its own fire communication and dispatch center; and WHEREAS, the 0.C.S.O. agrees to provide FIRE DISPATCH SERVICE for the "VOLUNTEER FIRE PERSONNEL", as defined in this Agreement, under the following terms and conditions; NOW, THEREFORE, it is mutually agreed as follows: 1. The COUNTY, with the cooperation and approval of the SHERIFF, shall, in conjunction with its existing 0.C,S.O. police communications functions, provide FIRE DISPATCH SERVICE to VOLUNTEER FIRE PERSONNEL. 2. Except as expressly provided for in this Agreement, the Parties agree that this Agreement does not, and is not intended to, transfer, delegate, or assign to the other Party or any civil or legal responsibility, duty, obligation, duty of care, cost, legal obligation, or liability associated with any governmental function delegated andlor entrusted to either party under any existing law or regulations. 3. For all purposes and as used throughout this Agreement, the words and expressions listed below, whether used in the singular or plural, within or without quotation marks, or possessive or nonpossessive. shall be defined, read, and interpreted as follows: 2012-2015 FIRE DISPATCH SERVICE SUPPORT AGREEMENT BETWEEN AND THE COUNTY OF OAKLAND, THE VILLAGE OF FRANKLIN Page 6 3.1. "FIRE DISPATCH SERVICE" shall be defined to include: any emergency or non- emergency telephone call or notice, of any kind, received by the 0.C.S.O., which requests, requires, or, in the sole judgment of the 0.C.S.O. or a COUNTY AGENT appears to request or require the presence, attention, or services of any VOLUNTEER FIRE PERSONNEL to address, respond, or attend to any issue, event, or circumstance involving public health or safety, an accident, an accidental injury, the protection of property, or any emergency (including, but not limited to medical, fire, and/or health), and an 0.C.S.O. or COUNTY AGENT radio communication, or any attempted radio communication to any VOLUNTEER FIRE PERSONNEL. 3.2. "VOLUNTEER FIRE PERSONNEL" shall be defined to include: all uniformed, non-uniformed, civilian, command, volunteer, administrative, and/or supervisory personnel employed and/or contracted by the COMMISSION to provide, supply, support, administer, or direct any fire or emergency related services and/or any persons acting by, through, under, or in concert with any of them; or any COMMISSION official, officer, employee or agent whose job duties may include the receipt of any 0.C.S.O. FIRE DISPATCH SERVICE. 3,3. "COUNTY AGENT" shall be defined to include the SHERIFF and all COUNTY elected and appointed officials, commissioners, officers, boards, committees, commissions, departments, divisions, employees (including any SHERIFF'S DEPUTY), agents, predecessors, successors, or assigns, (whether such persons act or acted in their personal, representative, or official capacities), and all persons acting by, through, under, or in concert with any of them. COUNTY AGENT as defined in this Agreement shall also include any person who was a COUNTY AGENT at any time during the term of this Agreement but, for any reason, is no longer employed, appointed, or elected in his/her previous capacity. 3.4. "CLAIM" shall be defined to include any and all losses, complaints, demands for relief, damages, lawsuits, causes of action, proceedings, judgments, deficiencies, penalties, costs and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation, litigation expenses, amounts paid in settlement, and/or any other amount for which the COUNTY or COUNTY AGENT becomes legally and/or contractually obligated to pay, whether direct, indirect, or consequential, whether based upon any alleged violation of the constitution (federal or state), any statute, rule, regulation, or the common law, whether in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 4. The COMMISSION agrees that under the terms of this Agreement, except for the FIRE DISPATCH SERVICE(S) expressly contracted for herein, that neither the 0.C.S.O. nor any COUNTY AGENT(S) shall be obligated, in any other way, to provide or assist the COMMISSION or any VOLUNTEER FIRE PERSONNEL with any other direct, indirect, backup or supplemental support or police , fire or emergency-related services or protection of any kind or nature whatsoever, or send COUNTY AGENT(S) to respond, in any way, to any call for FIRE PERSONNEL services. 5. Under all circumstances, the COMMISSION shall remain solely and exclusively responsible for all costs and/or liabilities associated with providing available on-duty VOLUNTEER FIRE PERSONNEL to receive and respond to FIRE DISPATCH SERVICE in a timely and professional manner. 6. The COMMISSION acknowledges that there may be circumstances when, despite all reasonable 0.C.S.O. or COUNTY AGENT(S) efforts, an 0.C.S.O. or COUNTY AGENT(S) attempt to communicate or provide FIRE DISPATCH SERVICES(S) for 2012-2015 FIRE DISPATCH SERVICE SUPPORT AGREEMENT BETWEEN AND THE COUNTY OF OAKLAND, THE VILLAGE OF FRANKLIN Page 7 VOLUNTEER FIRE PERSONNEL may be unsuccessful and, as a result, FIRE PERSONNEL'S timely response to a call for FIRE PERSONNEL assistance may not be forthcoming. 7. The COMMISSION agrees that this Agreement does not, and is not intended to, include any 0.C.S.O. warranty, promise, or guarantee of any kind or nature whatsoever concerning the provision of FIRE DISPATCH SERVICES(S) to the COMMISSION except that the COUNTY will make a reasonable effort to provide FIRE DISPATCH SERVICE(S) for VOLUNTEER FIRE PERSONNEL consistent with existing 0.C.S.O. communication and dispatch policies, procedures, orders and standards. 8. This Agreement does not, and is not intended to, obligate or require the 0.C.S.O. to change, alter, modify, or develop any different 0.C.S.O. dispatch related procedures, policies, and/or standards; purchase or use any special or additional equipment; or, alternatively, prohibit the 0.C.S.O. from implementing any future communication-related changes that the 0.C.S.O., in its sole judgment and discretion, believes to be in its best interest. 9 COMMISSION shall be solely and exclusively responsible during the term of this Agreement for guaranteeing that: (a) all VOLUNTEER FIRE PERSONNEL radios and other communication equipment will be properly set, adjusted, and maintained to receive any FIRE DISPATCH SERVICE from the 0.C.S.O. and/or COUNTY AGENT and will comply with all current and future applicable 0.C.S.O. dispatching procedures, policies, standards, technical specifications, and/or any applicable state or federal communication requirements, including, but not limited, to all Federal Communications Commission orders, regulations, and policies; (b) all VOLUNTEER FIRE PERSONNEL will be adequately trained and will comply with all current and future applicable 0.C.S.O. dispatching procedures, policies, standards, technical specifications and/or any applicable state or federal communication requirements, including, but not limited, to all Federal Communications Commission orders, regulations, and policies; and (c) the COMMISSION and all VOLUNTEER FIRE PERSONNEL shall at all times promptly and properly notify the designated COUNTY AGENT of any on-duty or off-duty status and/or availability or unavailability of VOLUNTEER FIRE PERSONNEL to receive FIRE DISPATCH SERVICE from the 0.C.S.0. 10 The COMMISSION shall be solely and exclusively responsible for all costs, expenses and liabilities associated with the purchase, lease, operation, and/or use of any VOLUNTEER FIRE PERSONNEL radio or other communication equipment. The 0.C.S.O. shall not be obligated to provide VOLUNTEER FIRE PERSONNEL with any radio or other communication equipment of any kind. The COMMISSION shall not be obligated under the terms of this Agreement to supply or provide the 0.C.S.O. with any additional telephones, telephone lines, radios, other communications equipment, or property. 11. The 0.C.S.O. may, at its sole discretion and expense, inspect any VOLUNTEER FIRE PERSONNEL radio or other communication equipment to ensure that it conforms with applicable 0.C.S.O. dispatching procedures, policies, standards, technical specifications, and/or state and federal law. If the inspection reveals a lack of conformance, the 0.C.S.O. shall notify the COMMISSION in writing of the specific violations. The COMMISSION shall address and correct such violations at its own expense within thirty (30) calendar days of receiving the written notice or present a written plan to 0.C.S.O. within 15 calendar days setting forth a procedure for correcting the violations. If the COMMISSION fails to address and/or correct such violations within the time period set forth in this paragraph, the 0.C.S.O. may terminate and/or cancel the Agreement. 2012-2015 FIRE DISPATCH SERVICE SUPPORT AGREEMENT BETWEEN AND THE COUNTY OF OAKLAND, THE VILLAGE OF FRANKLIN Page 8 12. In consideration of the COUNTY'S promises and efforts under this Agreement, the COMMISSION shall pay the COUNTY $791.00 (Seven Hundred Ninety One Dollars) per month for the months of April 1, 2012 through March 31. 2013, $807.00 (Eight Hundred Seven Dollars) per month for the months of April 1, 2013 through March 31, 2014 and $ 823.00 per month (Eight Hundred Twenty Three Dollars) per month for the months of April 1, 2014 through March 31, 2015. Said payments shall be made as follows: 12.1 The COUNTY shall send an invoice to the COMMISSION on the first calendar day of each month for services rendered the previous month. The COMMISSION shall have 30 days from the date of each invoice to make payment. For example, for services rendered in July of 2012, the COUNTY will bill the COMMISSION on August 1,2012 and the COMMISSION shall pay the invoice within 30 days of the invoice date. 12.2 All Monthly payments shall be due and payable by the COMMISSION without any further notice or demand from the COUNTY. 12.3 Each monthly payment shall be made by a check drawn on a COMMISSION account and shall be made payable to the County of Oakland and delivered to the attention of: Mr. Andy Meisner, Oakland County Treasurer, 1200 N. Telegraph Road, Pontiac, MI 48341-0479 (or such other person as the COUNTY may from time to time designate in writing). 12.4 Each payment shall clearly identify that it is a monthly payment being made pursuant to this Agreement and identify the calendar month for which COMMISSION intended the payment to apply. The COUNTY, in its discretion, may apply any monthly payment received from the COMMISSION to any past due amount or monthly payment then due and owing to the COUNTY pursuant to this Agreement. 13. If the COMMISSION, for any reason, fails to pay the COUNTY any monies when and as due under this Agreement, the COMMISSION agrees that unless expressly prohibited by law, the COUNTY or the County Treasurer, at their sole option, shall be entitled to setoff from any other COMMISSION funds that are in the COUNTY'S possession for any reason. Funds include but are not limited to the Delinquent Tax Revolving Fund ("DTRF"). Any setoff or retention of funds by the COUNTY shall be deemed a voluntary assignment of the amount by the COMMISSION to the COUNTY. The COMMISSION waives any CLAIMS against the COUNTY or its Officials for any acts related specifically to the COUNTY'S offsetting or retaining such amounts. This paragraph shall not limit the COMMISSION'S legal right to dispute whether the underlying amount retained by the COUNTY was actually due and owing under this Agreement. If the COUNTY chooses not to exercise its right to setoff or if any setoff is insufficient to fully pay the COUNTY any amounts due and owing the COUNTY under this Agreement, the COUNTY shall have the right to charge up to the then-maximum legal interest on any unpaid amount. Interest charges shall be in addition to any other amounts due to the County under this Agreement. Interest charges shall be calculated using the daily unpaid balance method and accumulate until all outstanding amounts an accumulated interest are fully paid. Nothing in this Section shall operate to limit the COUNTY'S right to pursue or exercise any other legal rights or remedies under this Agreement against COMMISSION to secure reimbursement of amounts due the COUNTY under this Agreement. The remedies in this paragraph shall be available to the COUNTY on an ongoing and successive basis if the COMMISSION at any time becomes delinquent in its payments. Notwithstanding any other terms and conditions in this Agreement, if the COUNTY pursues any legal action in any court to secure its payment under this Agreement, the COMMISSION agrees to pay all costs and expenses, including attorney's fees and court costs, incurred by the County 2012-2015 FIRE DISPATCH SERVICE SUPPORT AGREEMENT BETWEEN AND THE COUNTY OF OAKLAND, THE VILLAGE OF FRANKLIN Page 9 in the collection of any amount owed by the COMMISSION. 14. The COMMISSION agrees that all COMMISSION representations, liabilities, payment obligations and/or any other related obligations provided for in this Agreement with regard to any acts, occurrences, events, transactions or CLAIMS either occurring or having their basis in any events or transactions that occurred before the cancellation or expiration of this Agreement shall survive the cancellation or expiration of this Agreement. The parties agree that the expiration, cancellation, or termination of this Agreement shall be without prejudice to any rights or claims of either party against the other and shall not relieve either party of any obligations which, by their nature, survive expiration or termination of this Agreement. 15. Each party shall be responsible for any CLAIM made against that party and for the acts of its Employees or Agents. 16. In any CLAIM that may arise from the performance of this Agreement, each Party shall seek its own legal representation and bear the costs associated with such representation, including any attorney fees. 17. Except as otherwise provided in this Agreement, neither Party shall have any right under any legal principle to be indemnified by the other Party or any of its employees or AGENTS in connection with any CLAIM. 18. This Agreement does not, and is not intended to, impair, divest, delegate or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty or immunity of the Parties. Nothing in this Agreement shall be construed as a waiver of governmental immunity for either Party. 19. This Agreement does not, and is not intended to, create, by implication or otherwise, any direct or indirect obligation, duty, promise, benefit, and/or right to be indemnified, or any other right of any kind in favor of any person, organization, alleged third party beneficiary, or any right to be contractually, legally, equitably or otherwise subrogated to any indemnification or any other rights provided under the terms of this Agreement. 20. Neither the COUNTY nor any COUNTY AGENT, by virtue of this Agreement or otherwise, shall be considered employees of the COMMISSION. The COUNTY and/or any COUNTY AGENTS legal status and relationship to the COMMISSION shall be that of an Independent Contractor, No VOLUNTEER FIRE PERSONNEL shall, by virtue of this Agreement or otherwise, be considered an employee, agent, or working under the supervision and control of the COUNTY and/or any COUNTY AGENT. 21. The COMMISSION and the 0.C.S.O. shall each remain the sole and exclusive employer of each of their respective employees. The COMMISSION and COUNTY each agree to remain solely and exclusively responsible for the payment of each of their respective employees' wages, compensation, overtime wages, expenses, fringe benefits, pension, retirement benefits, training expenses, or other allowances or reimbursements of any kind, including, but not limited to, workers' disability compensation, unemployment compensation, Social Security Act protection and benefits, employment taxes, or any other statutory or contractual right or benefit based, in any way, upon employment. 22. This Agreement does not, and is not it intended to, create, change, modify, supplement, supersede, or otherwise affect or control, in any manner, any term or condition of employment of any COUNTY AGENT, or any applicable 0.C.S.O. employment and/or union contract, any level or amount of supervision, any standard of performance, any sequence or manner of performance, and/or any 0.C.S.O. rule, regulation, training and education standard, hours of work, shift assignment, order, policies, procedure, directive, 2012-2015 FIRE DISPATCH SERVICE SUPPORT AGREEMENT BETWEEN AND THE COUNTY OF OAKLAND, THE VILLAGE OF FRANKLIN Page 10 ethical guideline, etc., which shall solely and exclusively, govern and control the employment relationship between the 0.C.S.O. and/or all conduct and actions of any COUNTY AGENT. 23. Neither the COMMISSION nor any VOLUNTEER FIRE PERSONNEL shall provide, furnish or assign any COUNTY AGENT with any job instructions, job descriptions, job specifications, or job duties, or, in any manner, attempt to control, supervise, train, or direct any COUNTY AGENT in the performance of any COUNTY duty or obligation under the terms of this Agreement. 24. The COMMISSION shall promptly deliver to the C.O.S.°. written notice and copies of any CLAIM, accusation or allegation of negligence or other wrongdoing, whether civil or criminal in nature, that the COMMISSION becomes aware of which involves, in any way, the 0.C.S.O. or any COUNTY AGENT. The COMMISSION shall cooperate with the 0.C.S.O. in any investigation conducted by the SHERIFF of any act or performance of any duties by any COUNTY AGENT. 25. Subject to the following Paragraph, and unless canceled as provided for in this Paragraph, this Agreement shall become effective during the month specified in paragraph 12 and shall remain in effect continuously until it expires, without any further act or notice being required of any party, at 11:59 P.M. on March 31, 2015. This Agreement may be cancelled for any reason, including the convenience of any Party, and without any penalty, before its March 31, 2015 expiration by delivering a written notice of the cancellation to the other signatories to this Agreement, or their successors in office. Such written notice shall provide at least ninety (90) calendar day notice of the effective date of cancellation, and such cancellation of this Agreement shall be effective at 11:59 P.M. on the last calendar day of the calendar month following the expiration of the 90 calendar day notice period. If this Agreement is terminated for any reason, the COMMISSION will fully reimburse the COUNTY for all direct and indirect labor costs incurred by the COUNTY as a result of the Agreement's termination. Such costs include, but are not limited to, unemployment compensation claims made by COUNTY employees hired by the COUNTY to fulfill the terms of this Agreement. 26. This Agreement, and any subsequent amendments, shall not become effective prior to approval by resolution of the COUNTY Board of Commissioners and the COMMISSION'S Board of Commissioners. The approval and terms of this Agreement shall be entered into the official minutes and proceedings of the COUNTY Board of Commissioners and COMMISSION and shall also be filed with the Office of the Clerk for the COUNTY and the COMMISSION Clerk. In addition, this Agreement, and any subsequent amendments, shall be filed by a designated COUNTY AGENT with the Secretary of State for the State of Michigan and shall not become effective prior to the filing of this Agreement with the Secretary of State. 27. Any signatory or any signatories' successor in office to this Agreement shall send, by first class mail, any correspondence and written notices required or permitted by this Agreement to each of the signatories of this Agreement, or any signatories' successor in office, to the addresses shown in this Agreement. Any written notice required or permitted under this Agreement shall be considered delivered to a party as of the date that such notice is deposited, with sufficient postage, with the U.S. Postal Service. 28. This Agreement is made and entered into in the State of Michigan and shall in all respects be interpreted, enforced and governed under the laws of the State of Michigan. The language of all parts of this Agreement is intended to and, in all cases, shall be construed as a whole, according to its fair meaning, and not construed strictly for or against any Party. As used in this Agreement, the singular or plural number, possessive 2012-2015 FIRE DISPATCH SERVICE SUPPORT AGREEMENT BETWEEN AND THE COUNTY OF OAKLAND, THE VILLAGE OF FRANKLIN Page 11 or non-possessive, shall be deemed to include the other whenever the context so suggests or requires. 29. Absent an express written waiver, the failure of any party to pursue any right granted under this Agreement shall not be deemed a waiver of that right regarding any existing or subsequent breach or default under this Agreement. No failure or delay on the part of any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall a single or partial exercise of any right, power or privilege preclude any other or further exercise of any other right, power or privilege. 30. The COUNTY and COMMISSION acknowledge that this Agreement shall be binding upon them and, to the extent permitted by law, upon their administrators, representatives, executors, successors and assigns, and all persons acting by, through, under, or in concert with any of them. 31. This Agreement sets forth the entire contract and understanding between the COUNTY and COMMISSION and fully supersedes any and all prior contracts, agreements or understandings between them in any way related to the subject matter hereof after the effective date of this Agreement shall remain effective and enforceable for any CLAIM arising or occurring during any prior contract period. This Agreement shall not be changed or supplemented orally. This Agreement may be amended only by concurrent resolutions of the COUNTY Board of Commissioners and COMMISSION Governing Body in accordance with the procedures set forth herein. 32. Each Party shall comply with all federal, state, and local statutes. ordinances, regulations, administrative rules, requirements applicable to its activities performed under this Agreement. 33. 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. 34. This Agreement, consisting of seven (7) pages, sets forth the entire contract and understanding- between the COUNTY and the COMMISSION and fully supersedes any and all prior contracts, agreements or over any actual or apparent conflict with any term of condition in such a contract. It is further understood and agreed that the terms of this Agreement are contractual and are not a mere recital and that there are no other contracts, understandings, or representations between the COUNTY and the COMMISSION in any way related to the subject matter hereof, except as expressly stated herein. This Agreement shall not be changed or supplemented orally. This Agreement may be amended only by concurrent resolutions of the COUNTY Board of Commissioners and the COMMISSION governing body in accordance with the procedures set forth herein. 35. For and in consideration of the mutual promises, acknowledgments, representations, and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the COUNTY and the COMMISSION hereby agree and promise to be bound by the terms and provisions of this Agreement. IN WITNESS WHEREOF, Richard Rubin, President of the Franklin-Birmingham Commission, hereby acknowledges that he or she has been authorized by resolution of the COMMISSION Board of Fire Commissioners (a certified copy of which is attached) to execute this Agreement on 2012-2015 FIRE DISPATCH SERVICE SUPPORT AGREEMENT BETWEEN AND THE COUNTY OF OAKLAND, THE VILLAGE OF FRANKLIN Page 12 behalf of the COMMISSION and hereby accepts and binds the COMMISSION to the terms and conditions of this Agreement on this day of 2011. WITNESS: FRANKLIN-BINGHAM FIRE AUTHORITY INC. BY: Richard Rubin President IN WITNESS WHEREOF, Michael Gingell, Jr., Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners (a certified copy of which is attached) to execute this amendment to the Current Agreement on behalf of the COUNTY OF OAKLAND and hereby accepts and binds the COUNTY OF OAKLAND to the terms and conditions of this Agreement on this day of 2011. WITNESS: COUNTY OF OAKLAND, a Michigan Municipal Corporation BY: Michael Gingell Chairperson, Oakland County Board of Commissioner IN WITNESS WHEREOF, MICHAEL J. BOUCHARD, in his official capacity as the OAKLAND COUNTY SHERIFF, a Michigan Constitutional Office, hereby concurs and accepts the terms and conditions of this Agreement on this day of ; 2011. WITNESS: OAKLAND COUNTY SHERIFF, a Michigan Constitutional Officer BY: MICHAEL J. BOUCHARD Oakland County Sheriff 2012-2015 FIRE DISPATCH SERVICE SUPPORT AGREEMENT BETWEEN AND THE COUNTY OF OAKLAND, THE VILLAGE OF FRANKLIN Page 13 Resolution #12024 February 1,2012 The Chairperson referred the resolution to the Finance Committee. There were no objections. FISCAL NOTE (MISC. #12024) February 16, 2012 BY: Finance Committee, Tom Middleton, Chairperson IN RE: SHERIFF'S OFFICE — ESTABLISHMENT OF STANDARD FIRE DISPATCH SERVICES AGREEMENT APRIL 1,2012 TO MARCH 31, 2015 To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: Pursuant to Rule XII-C of this Board, the Finance Committee has reviewed the above referenced resolution and finds: 1. Resolution establishes a three-year agreement for fire dispatch services between the Oakland County Sheriff's Office and the Charter Townships of Addison, Brandon, Commerce, Highland, Independence, Lyon, North Oakland Fire Authority (NOFA), Oakland, Springfield, Franklin/Bingham, and Franklin Village beginning April 1, 2012 through March 31, 2015. 2. The Fire Dispatch contract rates established for the period of April 1,2012 through March 31, 2013 is $24.47 per call or $656,873, $24.96 per call or $670,026 for the period of April 1, 2013 through March 31, 2014, and $25.46 per call or $683,448 for the period of April 1,2014 through March 31, 2015. 3. The effect of the annual revenue and expenses for these contracts are reflected in the budget amendment for FY 2012, FY 2013, and FY 2014 on the fiscal note for the Miscellaneous Resolution entitled SHERIFF'S OFFICE — ESTABLISHMENT OF DISPATCH SERVICES CONTRACT RATES APRIL 1,2012 THROUGH MARCH 31, 2015. A,)NCE COMMINTTEE FINANCE COMMITTEE Motion carried unanimously on a roll call vote with Greimel absent. Resolution #12024 February 16, 2012 Moved by Dwyer supported by McGillivray the resolutions (with fiscal notes attached) on the Consent Agenda be adopted (with accompanying reports being accepted). AYES: Crawford, Dwyer, Gershenson, Gingell, Gosselin, Greimel, Hatchett, Hoffman, Jackson, Long, Matis, McGillivray, Middleton, Nash, Nuccio, Potts, Quarles, Runestad, Scott, Taub, Weipert, Woodward, Bosnic, Covey. (24) NAYS: None. (0) A sufficient majority having voted in favor, the resolutions (with fiscal notes attached) on the Consent Agenda were adopted (with accompanying reports being accepted). STATE OF MICHIGAN) COUNTY OF OAKLAND) I, Bill Bullard Jr., 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 February 16, 2012, 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 16th day of February, 2012. N,Lu Bill Bullard Jr., Oakland County