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HomeMy WebLinkAboutResolutions - 2012.04.18 - 20174April 18, 2012 MISCELLANEOUS RESOLUTION #12093 BY: Public Services Committee, Jim Runestad, Chairperson IN RE: SHERIFF'S OFFICE - OAKLAND COUNTY TACTICAL TRAINING CONSORTIUM INTERLOCAL AGREEMENT To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS the Michigan Constitution permits governmental units to exercise jointly with other governmental units any power or authority which such governmental units share in common which each might exercise separately; and WHEREAS the Oakland County Sheriff, and the City of Auburn Hills, the City of Bloomfield Hills, the City of Farmington Hills, the City of Ferndale, the City of Novi, the City of Oak Park, the City of Royal Oak and the City of Troy police departments established an organization known as the "Oakland County Tactical Training Consortium" (OAK-TAC) to provide for the common goal of training police personnel in multiple jurisdictions by a more efficient and cost effective use of training personnel and to insure standardization of communications and training and tactical techniques for governmental units; and WHEREAS the general purpose of OAK-TAC is to establish and implement cooperative programs and activities on a continuing basis to train police personnel in small squad tactics and use of weapons for specific situations and to train multiple agencies for large scale critical situations requiring numerous trained police personnel on a county wide basis; and to develop protocol and procedures for communication between multiple agencies during such situations; and WHEREAS this consortium will be governed by a Board of Directors of which each member shall hold one (1) seat on the OAK-TAC Board; and WHEREAS this Interlocal Agreement has been through the County Executive review process. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners approves the attached Oakland County Tactical Training Consortium (OAK-TAO) Interiocal Agreement, BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners authorizes its Chairman to sign the OAK--TAO agreement. Chairperson, on behalf of the Public Services Committee, I move the adoption of the foregoing resolution. PUBLIC SERVICES COMMITTEE Public Services Committee Vote: Motion carried unanimously on a roll call with Jackson absent INTERLOCAL AGREEMENT FORMALLY ESTABLISHING THE OAKLAND COUNTY TACTICAL TRAINING CONSORTIUM This Interlocal Service Agreement is made by and between the following governmental units, hereinafter referred to as "Members": Oakland County 1200 N. Telegraph Road Pontiac, Michigan 48341 City of Auburn Hills 1827 N. Squirrel Road Auburn Hills, Michigan 48326 City of Bloomfield Hills 45 E. Long Lake Road Bloomfield Hills, Michigan 48304 City of Farmington Hills 31555W. Eleven Mile Road Farmington Hills, Michigan 48336 City of Ferndale 310 E. 9 Mile Road Ferndale, Michigan 48220 City of Novi 45175W. 10 Mile Road Novi, Michigan 48375 City of Oak Park 13600 Oak Park Blvd Oak Park, Michigan 48237 City of Royal Oak 211 Williams Street Royal Oak, Michigan 48067 City of Troy 500 W. Big Beaver Road Troy, Michigan 48084 Rev. 3-5-12 RECITALS WHEREAS, the Michigan Constitution of 1963, Article 7, § 28, and the Urban Cooperation Act of 1967, Act No. 7 of the Public Acts of 1967, Ex. Sess., being MCL. 124.501, et. seq. (the "Act"), permit governmental units to exercise jointly with other governmental units any power, privilege or authority which such governmental units share in common which each might exercise separately; and WHEREAS, all Members have the authority to purchase equipment and engage in tactical training for their police personnel for certification, practice and maintaining proficiency of police officers for the protection of the public for their respective governmental unit only; and WHEREAS, the Members have mutually agreed that this Agreement be entered into to allow the Members to establish and implement cooperative programs and activities on a continuing basis to train their police personnel in small squad tactics and use of weapons for specific situations such as, but not limited to, hostage situations, events requiring use of special weapons and tactics ("S.W.A.T."), terrorist situations and Homeland Security defense; to purchase and supply weapons and equipment; to train multiple agencies for large scale critical situations requiring trained police personnel on a county wide basis; and to develop protocol and procedures for communication between multiple agencies during such situations; and WHEREAS, the prior to the execution of this Agreement, Member sheriff/police departments established an organization known as the "Oakland County Tactical Training Consortium", also known as "OAK-TAC", to provide for the common goal of training police personnel in multiple jurisdictions by a more efficient and cost effective use of training personnel and to insure standardization of communications and training and tactical techniques for governmental units; and WHEREAS, the OAK-TAO participants desire to formalize their goals and objectives by entering into this Agreement ; and WHEREAS, pursuant to resolution of each Member's legislative body, the Members each have the authority to execute this Interlocal Agreement for Formally Establishing the Oakland County Tactical Training Consortium to also be known as OAK-TAO ("Agreement") to allow each Member's sheriff/police department to participate in tactical training through and organization under the terms set forth herein. NOW, THEREFORE, in consideration of the mutual covenants, undertakings, understandings and agreements set forth above and in this Agreement, the Members agree to the following terms, conditions, representations, consideration and acknowledgements and mutually agree as follows: Rev. 3-5-12 1.Membership. Prior to the effective date of this Agreement, each Member's sheriff/police department has been a party to an organization known as the "Oakland County Tactical Training Consortium", also known as "OAK-TAO". Each Member shall remain a Member of OAK-TAO but only if the legislative body of the Member's governmental unit passes a resolution approving this Agreement and authorizing the appropriate signatory to execute this Agreement on behalf of the governmental unit and this Agreement is executed by the authorized signatories of the Member governmental unit. 2.Time Limit for Obtaining Resolution and Executing Agreement. Governmental units listed on this Agreement shall have until April 1, 2012 to obtain a resolutioe from its governing body approving the Agreement and authorizing appropriae signatories to sign the Agreement. Any of the governmental units listed on thie Agreement who fail to obtain a resolution and signed the Agreement by April 1, 2012 shall not be accepted into OAK-TAO without complying with the requirements of Paragraph 7, New Members. 3.Purposes. Members mutually agree that the general purpose of OAK-TAO is to establish and implement cooperative programs and activities on a continuing basis to train police personnel in small squad tactics and use of weapons for specific situations such as, but not limited to, hostage situations, events requiring use of special weapons and tactics ("S.VV.A.T."), terrorist situations and Homeland Security defense; to purchase and supply weapons and equipment; to train multiple agencies for large scale critical situations requiring numerous trained police personnel on a county wide basis; and to develop protocol and procedures for communication between multiple agencies during such situations. 4.Board of Directors. The Sheriff or Chief of Police or his/her designee, of each Member shall hold one (1) seat on the OAK-TAO Board of Directors. Each Member, through its Sheriff or Chief of Police, or his/her designee, shall have one (1) vote on any motion of the OAK-TAG Board of Directors. 5.Powers of Board of Directors. OAK-TAO, through its Board of Directors, shall have the power and duty to establish policies and procedures for meetings and to elect officers; to determine the topics of training; to implement training programs; to select training instructors and personnel; to provide for equipment, protective gear and venues for training; to set dates and times for training; to establish the criteria for those eligibility for specific training; to establish communication protocol between multiple agencies and to establish committees and sub-committees as set out in the OAK-TAG Bylaws to assist with these duties. 6.First Meeting and Adoption of Bylaws. The first meeting of the Board of Directors shall occur no later than six (6) months after the execution of this Agreement by at least two (2) governmental entities whose legislative bodies have approved and authorized the execution of the Agreement. At the first meeting, the Board of Directors shall adopt By Laws, a sample of which is attached hereto as Exhibit A. Re-v. 3-5-12 After initial adoption, the Board of Directors may amend, alter, revise, delete provisions or add provisions to the By Laws upon a two-third (2/3) vote of the total number of Board of Directors and any amendments, alteration, revision, deletion or addition shall not be effective for a period of thirty (30) days following approval by the Board. 7.New Membership. The OAK-TAO Board of Directors shall have the power to determine if a non-member police department should be allowed to join OAK-TAO but only if that police department is a governmental unit of Oakland County, Michigan and has petitioned the Board of Directors for membership. The Board of Directors may approve membership for the petitioning governmental unit conditioned upon the governmental unit obtaining a certified resolution of its legislative body which approves this Agreement and authorizes the appropriate signatory to execute the Binder Agreement attached hereto and incorporated herein as Exhibit B. Execution of that Binder Agreement results in the acceptance of all terms and conditions set out in this Agreement. The certified resolution and an executed copy of the Binder Agreement shall be presented to the Board of Directors for vote to determine if the Board of Directors authorizes the President and Secretary to execute the Binder Agreement on behalf of OAK-TAO. If the Petitioning Member has been conditionally approved for membership but the OAK-TAO Board of Directors is not given a certified resolution and an executed copy of the Binder Agreement within six (6) months after the date of conditional approval, the conditional approval becomes null and void and a Petitioning Member must file a new request for membership. A two-third (2/3) vote of the total number of Members is required to authorize the President and Secretary to execute the Binder Agreement and accept the petitioner as a Member of OAK-TAO. Membership will become effective after execution of the Binder Agreement by the authorized representatives of the new Member and OAK-TAC. 8.Fundinq. OAK-TAO is also authorized under this Agreement to pursue grant funding for OAK-TAO for programs, equipment, gear and non-member training personnel. No Member match shall be authorized, except upon approval of the Board. The Treasurer of OAK-TAC shall be custodian and sole depositor of the funds of OAK-TAO and shall only disburse funds as authorized by the Board of Directors. If OAK-TAG is successful in obtaining grant funding and if the grant so allows, the Board of Directors may approve, by a majority vote, reimbursement of costs incurred by any specific Member for training and equipment utilized exclusively by or for OAK-TAC. Any equipment, gear or other property purchased by grant or otherwise by OAK-TAG shall remain the property of OAK-TAC. 9. Compensation. No member of the Board of Directors, including its elected officers, shall receive compensation from OAK-TAO for the performance of their duties. A Member may be reimbursed for costs to that Member incurred for OAK- TAC business meetings or other expenses, if such costs and/or expenses are approved by motion of the Board of Directors. Rev. 3-5-12 10.Non-Exclusive Training. No Member's sheriff/police department is obligated under this Agreement to use OAK-TAO exclusively for training and is expressly allowed to seek other training programs or to train internally on an as needed basis without violating this Agreement. 11 .Membership Fee. There shall be no fee to any Member to participate in this Agreement unless fees are adopted under the terms set out in the OAK-TAO Bylaws. 12. Removal of Members. A Member may be removed for just cause upon a two- thirds (2/3) vote of the total number of Members„ 13.Termination of Agreement. Regardless of the terms of the Agreement, any Member may withdraw from OAK-TAO for any reason or no reason upon a minimum thirty (30) days written notice. The termination and withdrawal of any Member shall not terminate or have any effect upon the provisions of the Agreement as long as the there are two (2) remaining Members to this Agreement, including Members who have executed Binder Agreements. 14. Termination of OAK-TAG. This Agreement shall continue until terminated as follows: (a) There is only one remaining Member; or (b)A unanimous vote of termination by the all the Members. 15. Assets Upon Termination. Upon termination of this Agreement, any expenses or outstanding liability shall be paid first through any remaining assets of the consortium and thereafter, any remaining assets shall be distributed to the Members on an equitable basis as determined by the Board. 16. Compliance with Law. Members represent to each other that its police personnel shall comply with all federal, state and local ordinances. 17. No Employer-Employee Relationship. The Members agree that at all times and for all purposes under the terms of this Agreement, there is no employer-employee relationship between the Members. No liability, right or benefit associated with any employer-employee relationship shall be implied by the terms of this Agreement or service performed under this Agreement. 18. Permits and Licenses. Each Member shall be responsible for obtaining and maintaining, throughout the term of this Agreement, all licenses, permits, certificates, and governmental authorizations for its employees and agents necessary to perform all its obligations under this Agreement. Upon request by the OAK-TAG Board of Directors, a Member shall furnish copies of any permits, licenses, certificate or government authorization to the Board of Directors. Rev. 3-5-12 19.Liability for Member's Employees. Each Member agrees to be liable for disability and workers' compensation benefits, including derivative benefits, dependent benefits or other benefits related to disability and workers' compensation benefits, for its own employees. 20. Liability. Each Member 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 attorney fees. Except as otherwise provide in this Agreement, no Member shall have any right under any legal principle to be indemnified by the other Members or any of their employees or agents in connection with any claim. 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 any Member. 21.Insurance. Within ten (10) days from the execution of this Agreement, each Member shall provide a Certificates of Insurance, acceptable to the other Members, demonstrating that general liability coverage is available for any and all claims for personal injury or property damage which are or might be caused by training of Members under this Agreement. Each Member agrees to keep said insurance coverage in full force and effect for the term of this Agreement or any renewals thereof. Each Member shall submit to the other Members, prior to the expiration of any insurance coverage, the new Certificate(s) of Insurance acceptable to the other Members. Any Certificate(s) of Insurance shall name the other Members as an additional insured and contain the following cancellation notice: "Should any of the above described policies be cancelled before the expiration date thereof, the issuing insurer will mail 30 days written notice to the certificate holder." Any Member may request a copy of said insurance certificate at any time during this Agreement. Failure to produce a certificate of insurance within twenty (20) days of a request by a Member shall allow the requesting Member to petition the OAK-TAO Board of Directors to terminate the Agreement as to that specific Member. A lapse in the insurance coverage required under the Agreement shall be considered a material breach of this Agreement and the Agreement shall become null and void automatically as to that Member only at any time such a lapse in coverage exists. Rev. 3-5-12 The Members agree that they shall promptly deliver to the other Members written notice and copies of any claims, complaints, charges, or any other accusations or allegations of negligence or other wrongdoing, whether civil or criminal in nature that the other Member becomes aware of and which involves training or any program or activity under this Agreement. Unless otherwise provided by law and/or the Michigan Court Rules, the Members agree to cooperate with one another in any investigation conducted by any other Member regarding any acts or performances of any services under this Agreement. 22. Continuing Obligation. The Members agree that all promises, waivers of liability, representations, insurance coverage obligations, liabilities, payment obligations and/or any other related obligations provided for in this Agreement with regard to any acts, occurrences, events, transactions, OF claims, either occurring or having their basis in any events or transaction that occurred before termination of this Agreement, shall survive the termination. 23. Notice. Any written notice required or permitted under the Agreement shall be considered delivered to a Member as of the date that such notice is deposited, with sufficient postage, with the U.S. Postal Service. Unless specifically otherwise set out in the Agreement, all writing sent to each Member shall be sent to the address set out for each Member at the beginning of this Agreement or to an updated address provided to the OAK-TAO Board of Directors. 24. No Waiver of Governmental Immunity. All of the privileges and immunities from liability, and exemptions from laws, ordinances and rules which apply to the activities of parties, officers, agencies, and employees of any governmental agency when performing its functions, shall apply to the same degree and extent to the performance of such functions and duties under the provisions of this Agreement. No provision of this Agreement is intended, nor shall any provision of this Agreement be construed, as a waiver by any Member of governmental immunity as provided under law. 25. Entire Agreement. This Agreement sets forth the entire Agreement between the Members. The language of this Agreement shall be construed as a whole according to its fair meaning and not constructed strictly for or against any Member. The Members have taken all actions and secured all approvals necessary to authorize and complete this Agreement. 26. Severability of Provisions. If a Court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, then that provision shall be deemed severed from the Agreement. The remainder of this Agreement shall remain in full force. Rev. 3-5-12 27. Governing Law. 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. Except as otherwise required by law or court rule, any action brought to enforce, interpret or decide any claim arising under this Agreement shall be brought in the 6th Judicial Circuit Court of the State of Michigan or the United States District Court for the Eastern District of Michigan, Southern Division as dictated by the applicable jurisdiction of the court. Except as otherwise required by law or court rule, venue is proper in the courts set forth above. 28. Recitals. The Recitals shall be considered an integral part of this Agreement. 29. No Implied Waiver. No fact, failure or delay by a Member to pursue or enforce any rights or remedies under this Agreement shall constitute a waiver of those rights with regard to any existing or subsequent breach of this Agreement. No waiver of any term, condition, or provision of this Agreement, whether by conduct or otherwise, shall be deemed or construed as a continuing waiver of any term, condition, or provision of this Agreement. No waiver by any Member shall subsequently affect its right to require strict performance of this Agreement. 30. Counterpart Signatures and Record Keeping of Original. This Agreement may be signed in counterpart. A copy of each original signature page for each Member all be filed for record keeping with the Secretary of OAK-TAC. IN WITNESS WHEREOF, this Agreement is executed by the Member on the date set out on the signature line for each Member. This Agreement becomes effective when at least two (2) Members have affixed their signatures affixed hereto and an executed copy is sent by first class mail to the Michigan Secretary of State and the Oakland County Clerk. WITNESSES: OAKLAND COUNTY By: MICHAEL J. GINGELL, Chairperson Oakland County Board of Cornmissioners Dated: CITY OF AUBURN HILLS By: James McDonald, Mayor By: Peter Auger, City Manager Dated: CITY OF BLOOMFIELD HILLS By: Michael Zambricki, Mayor By: Jay W. Cravens, City Manager Dated: CITY OF FARMINGTON HILLS By: Barry Brickner, Mayor By: Pam Smith, City Clerk Dated: CITY OF FERNDALE By: David Coulter, Mayor Dated: CITY OF NOVI By: Robert Gatt, Mayor By: Maryanne Cornelius, City Clerk Dated: CITY OF OAK PARK By: Marion Meisner McClellan, Mayor By: Tonni Bartholomew, City Clerk Dated: CITY OF ROYAL OAK By: Jim Ellison, Mayor By: Melanie Halas, City Clerk Dated: CITY OF TROY By: Janice Daniels, Mayor By: Aileen Bittner, City Clerk Dated: Exhibit A SAMPLE BY-LAWS OAKLAND COUNTY TACTICAL TRAINING CONSORTIUM BYLAWS Article Name, Purpose and Definitions Section 1. Name — This organization shall be known as Oakland County Tactical Training Consortium, hereinafter referred to as 'OAK-TAO". Section 2. Purpose and Activities — The purpose and activities of OAK-TAO are stated in the Agreement and further detailed below: a) To provide professional training and leadership to service police department personnel. b) To establish and implement cooperative programs and activities for training in the area of small squad tactics and use of weapons, such as, but not limited to, hostage situations, events requiring use of special weapons and tactics ("SWAT"), terrorist situations and Homeland Security defense. c) To promote education and safety in the area of use of special tactical situations. d) To establish a forum for the free exchange of ideas regarding training by various police department personnel. Section 3. Definitions — To the extent any of the words and expressions defined in the Agreement are set forth in these Bylaws, they shall have the meanings ascribed to them in the Agreement. Article ll Membership Section 1. Request for Membership — Requests for membership in OAK-TAO subsequent to the establishment of OAK-TAC under the Agreement shall be made by the Sheriff or Chief of Police of the prospective governmental unit. Such request shall be made in writing to the Secretary of OAK-TAO stating the governmental unit's ability to meet all requirements as set forth in the Oakland County Tactical Training Consortium Agreement and the Bylaws. Any Rev. 3-5-12 political subdivisions within Oakland County that has a police department and provides police services shall be eligible for membership in OAK-TAO. Section 2. Receipt of request for membership — The Secretary shall send a copy of the request for membership to the Chief of Police of each member. The request shall appear on the agenda for discussion at the first regular or special meeting held after receipt of the request. Section 3. Approval - Approval of membership shall be granted by affirmative vote of 2/3 or more of the total membership at the time of such vote and conditioned upon the petitioning member obtaining a certified resolution for the legislative body of its governmental unit authorizing the appropriate signatory to enter into an Agreement binding the governmental unit to all terms and condEtions of the Interlocal Agreement Formally Establishing th e Oakland County Tactical Training Consortium. The certified resolution and the signed Agreement shall be presented by the petitioning member to the Secretary. The Secretary shall than present those documents to the Board of Directors for a vote on finally authorization of membership in OAK-TAO. Section 4. Removal — Removal from membership shall be by affirmative vote of 2/3 or more of the total membership at the time of such vote. Section 5. Withdrawal — Any member may withdraw as from OAK-TAO provided that written notice is given to the Secretary of the Board within thirty (30) days before the withdrawal is to become effective. Section 6. Representation — Each member shall be repre se nted on the Board by the Chief of Police or his/her designated representative. Section 7. Voting — Each member present at a meeting, through its designated representative, shall have one (1) vote on all issues brought before the Board. This vote shall be cast only by the Chief of Police or his/her designated representative at scheduled meetings. Presence in person at the meeting shall be required for voting. Unless otherwise specified in the Agreement or these Bylaws, a majority vote of those present at a duly constituted meeting of the Board shall be necessary for the passage of motions. Section 8. Compensation — No member of the Board, including it elected officers, shall receive compensation from OAK-TAO for the performance of their duties. A Member may be reimbursed for costs to that Member incurred for OAK-TAO business meetings or other expenses, if such costs and/or expenses are approved by motion of the Board of Directors. Article III Officers Section 1. Officers — The officers of OAK-TAC shall consist of: President, Vice- President, Secretary and Treasurer. Rev. 3-5-12 Section 2. Term of officer — The terms of office of all officers of OAK-TAO shall be from January 1 to December 31 of each year. Section 3. Election of officers — The election of officers shall be conducted at the first regular schedule meeting where a quorum is present after September 30 th of each year. Officers elected before January 1" shall take office on January 1. If there is not a quorum at a regular scheduled meeting between September 30 th and December 31" of any year, the officers of OAK-TAO shall be elected at the first regular meeting when a quorum is present after January 1", and officers shall commence their terms immediately. Officers shall be elected by a majority vote of those present and voting at a duly constituted meeting. If an officer vacates his or her position mid-term for any reason, nominations shall be made and voted upon at the next scheduled meeting or a special meeting called by the President or, in the President's absence, the Vice- President of OAK-TAO. Section 4. Duties of officers — The President shall be the chief officer of OAK-TAO. The President shall preside at all meetings of OAK-TAO and set the meeting agenda. The President shall call meetings as necessary, as requested by a simple majority of the membership or on an emergency basis. The Vice-President shall assume the duties of the President in his absence or unavailability for any cause. The Secretary shall assume the duties of President in the absence of the President and Vice-President at any duly constituted meeting. The Secretary shall keep the records and minutes of OAK-TAO and shall maintain the roster of members, the Agreement, Bylaws, and all other documents, It shall be the Secretary's duty to receive and acknowledge all communications of OAK-TAO, and perform such duties as assigned by the President. The Secretary shall provide each member of the OAK-TAO a copy of the minutes of each past meeting at least ten (10) days prior to the next regular scheduled meeting. The treasurer shall be custodian and sole depositor of the funds, if any, of OAK-TAO and shall disburse such funds by check as herein authorized or upon approval of the Board. The Treasurer shall render a complete summary of any income, disbursements and balances whenever requested by the Board, and to the membership at each regular meeting. A written copy shall be made available to any member upon request. Any grant monies or other funding to OAK-TAO shall be collected and distributed by the Treasurer on direction from the Board. The Board of Directors collectively shall: a) Determine training needs, equipment needs, programs, faculty, sites of training, policies and procedures. b) Determine new Membership or termination of Membership. Rev. c) Resolve disputes between or among Members or to determine issues in controversy. d) Call for investigations of incidents involving the Membership. e) Approve or disapprove reimbursement to Members for training and equipment utilized exclusively by OAK-TAC from grant funding, if allowed under the grant conditions. f) Appoint a legal advisor, if necessary. g) If necessary, determine policy and procedures on media relations. Article IV Meetings Section 1. Regular meetings — The regular meetings of OAK-TAO shall be on the third Wednesday of each month, except the month(s) specifically omitted by a majority vote of the members present at a regular meeting. Section 2. Special Meetings — Special meetings of OAK-TAC may be called by the President of OAK-TAC, or by a majority of the members who petition the President. The place and time shall be determined by the President. Proper notice of at least five (5) days shall be given to all members. Section 3. Rules of Order — All meetings shall be conducted in compliance with Robert's Rules of Order, by similar rules of order or by procedural rules adopted by the Board. Section 4. Motions requiring special procedures — All proposed motions for termination of OAK-TAO or decisions regarding assessments and/or dues to each member must be announced at meetings at least one month prior to the meeting where the vote on the motion is taken. Section 5. Quorum — A quorum shall be required for the conduct of any business at regular and special meetings. A quorum shall be a majority of the total membership of OAK-TAO at the time of the meeting. A quorum for removal proceedings shall be 2/3 of the total membership of OAK-TAO at the time of the meeting. Section 6. Attendance — Any member whose Board representative fails to attend three regular meetings of OAK-TAG within one calendar year shall be notified of such absences in writing by the Secretary. Such notification shall be sent to the Chief of Police or Sheriff and/or the Chief Executive Officer of such member's political subdivision. Section 7. Fiduciary duties — The members are under a fiduciary duty to conduct the activities and affairs of OAK-TAO in the best interest of OAK-TAO. The members of OAK-TAG shall discharge this duty in good faith. In the event that any member of the OAK-TAG Board are faced with a conflict of interest between their fiduciary duty to Rev. 3-542 OAK-TAG and the duty owed to their respective political subdivision, those members should refrain from voting on the issue presenting the conflict of interest. Article V Dues, Fees and Other Charges Section 1. Dues, fees and other charges. There shall be no dues, fees or other charges assessed to any member unless the Board, after notice to all Members, votes by a 2/3 majority to institute such dues, fees OF other charges. Section 2. Timeliness of payments. if, at any time, dues, fees or other changes are assessed by OAK-TAO, the Board shall establish by motion the amount assessed to each member and the conditions of payment including, but not limited to, due dates. Section 3. Failure to Pay — The failure of any member to pay dues, fees or other charges within ninety (90) days of the due date shall forfeit membership in OAK-TAO. Reinstatement is conditioned on approval of the membership and payment of all arrears. Section 4. Prorating of Charges — When new members are accepted for membership, dues, fees or other charges may be prorated if the dues, fees or other charges have been assessed to cover a specific period of time. Article VI Committees Section 1. Special committees and sub-committees— The OAK-TAO Board may establish such committees and sub-committees as are necessary to conduct the business of OAK-TAG. Ad hoc committees may be established by majority vote of the OAK-TAO Board for short term purposes as may be necessary to OAK-TAG; however, any committee whose active work continues for greater than one (1) year shall be considered a standing committee except by majority vote of the OAK-TAO B oard. Standing committees may be established by majority vote of the OAK-TAO Board as may be necessary to OAK-TAO. Article VII Amendment to Bylaws Section 1. Requirements — These Bylaws may be amended at any regular or special meeting of the OAK-TAO Board by an affirmative vote of 2/3 of the members present in the following manner: Rev. a) Any member in good standing at a regular meeting may propose an amendment, alteration, revision or addition to the Bylaws of OAK-TAO. b) A written copy of the proposed amendment, alteration, revision or addition shall be filed with the Secretary. c) The Secretary shall include the proposed amendment, alteration, revision or addition in the minutes, and read the proposal at two successive meetings, and it shall be voted upon at the second successive meeting. Section 2. Effective date — Amendments of the Bylaws shall be effective thirty (30) days after the vote; unless a longer period of time is designated by a majority vote of the Board. Rev. 3-5-12 Exhibit B BINDER AGREEMENT FOR INTERLOCAL AGREEMENT FORMALLY ESTABLISHING THE OAKLAND COUNTY TACTICAL TRAINING CONSORTIUM This Agreement between Oakland County Tactical Training Consortium, hereinafter "OAK-TAC", whose address is: and , hereinafter "Petitioning Member", whose address is: dated, this day of 20_, is hereby entered into as follows: RECITALS WHEREAS, there currently exist an interlocal Agreement Formally Establishing the Oakland County Tactical Training Consortium which was entered into by a number of governmental entities("Members") in Oakland County, Michigan. That Agreement is authorized under the Urban Cooperation Act of 1967 and is attached hereto as Exhibit 1; WHEREAS, the Michigan Constitution of 1963, Article 7, § 28, and the Urban Cooperation Act of 1967, Act No. 7 of the Public Acts of 1967, Ex. Sess., being MCL 124.501, et. seq. (the "Act"), permit governmental units to exercise jointly with other governmental units any power, privilege or authority which such governmental units share in common which each might exercise separately; and WHEREAS, for a petitioning governmental entity to become a Member of OAK- TAC it is necessary to enter into an Agreement accepting all terms and conditions set out in the existing Interlocal Agreement Formally Establishing the Oakland County Tactical Training Consortium, including the Bylaws. WHEREAS, pursuant to a resolution of the Petitioning Member's legislative body, giving the signatories on this Agreement the authority to bind the Petitioning Member to the terms and conditions set out in the Interlocal Agreement Formally Establishing the Oakland County Tactical Consortium as though the Petitioning Member has signed the original Agreement; and Rev. 3-5-12 NOW, THEREFORE, in consideration of the mutual covenants, undertakings, understandings and agreements set forth above and in this Agreement, the Petitioning Member agrees to the following terms, conditions, representations, consideration and acknowledgements and mutually agree as follows: 1.Certified Resolution and Execution of Binder Agreement. Prior to the execution of this Binder Agreement, Petitioning Member has petitioned the OAK-TAG Board of Directors for membership. The OAK-TAO Board of Directors has approved Petitioning Member for membership conditioned on the Petitioning Member obtaining a certified resolution of the Petitioning Member's City Council or legislative body approving this Binder Agreement and authorizing the appropriate signatories to execute this Binder Agreement. Petitioning Member agrees to submit the certified resolution and an executed copy of this Binder Agreement to the OAK- TAO Board of Directors within a timely manner after approval of the resolution and execution of the Binder Agreement. 2.Agreement to be Bound by Terms and Conditions in Existing OAK-TAG Agreement. Petitioning Member acknowledges that it has been given a copy of the existing Interlocal Agreement Formally Establishing the Oakland County Tactical Training Consortium (Exhibit 1) and that is has read and agrees to be bound by each and every terms and conditions contained therein including the OAK-TAG Bylaws (Exhibit B) which are attached hereto and made a part hereof. 3. OAK-TAG Board of Directors approval. Upon receipt of the certified resolution and the executed Binder Agreement, the President of the Board of Directors shall place the item on the agenda for a vote of the Board of Directors. A resolution to approve membership for the Petitioning Member shall require a two-third (2/3) vote of the total number of Members. The OAK-TAO resolution for approval shall state that the Petitioning Member has provided a certified resolution and an executed copy of the Binder Agreement; is approved for membership in OAK-TAG; and the President and Secretary have the authority to execute the Binder Agreement on behalf of OAK- TAG. 4. Membership on Board of Directors. After passage of a resolution approving the Petitioning Member for membership in OAK-TAG and the execution of the Binder Agreement by the President and Secretary, the Chief of Police or his/her designed of the Petitioning Member as a Member of OAK-TAG shall hold one (1) seat on the OAK-TAG Board of Directors and shall one (1) vote on any motion of the OAK-TAC Board of Directors. 5. Counterpart Signatures. This Agreement may be signed in counterpart. The counterpart taken together shall constitute one (1) agreement. Rev. 3-5-12 IN WITNESS WHEREOF, this Agreement is executed by the Petitioning Member. WITNESSES: CITY OF PETITIONING MEMBER By: By: Dated: OAK-TAO By: Its: President By: Its: Secretary Rev. 3 -5-12 Resolution #12093 April 18, 2012 Moved by Crawford supported by Middleton the resolutions (with fiscal notes attached) on the amended Consent Agenda be adopted (with accompanying reports being accepted). AYES: Crawford, Dwyer, Gershenson, Gingell, Gosselin, Hatchett, Jackson, Long, Matis, McGillivray, Middleton, Nash, Nuccio, Potts, Quarles, River, Runestad, Scott, Taub, Weipert, Woodward, Zack, Covey. (23) NAYS: None. (0) A sufficient majority having voted in favor, the resolutions (with fiscal notes attached) on the amended Consent Agenda were adopted (with accompanying reports being accepted). I HEREBY APPROli THE FORERING)RESOLUTION 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 April 18, 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 18th day of April, 2012. u_12 094 , Bill Bullard Jr., Oakland County