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HomeMy WebLinkAboutResolutions - 2015.02.18 - 21688MISCELLANEOUS RESOLUTION # 15042 February 18,2015 BY: Public Services Committee, Bill Dwyer, Chairperson IN RE: SHERIFF'S OFFICE — EMERGENCY MEDICAL DISPATCH SERVICES AGREEMENT WITH THE CITY OF PONTIAC, APRIL 1, 2015-MARCH 31,2018 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 with the City of Pontiac for emergency medical dispatch services ; and WHEREAS the City of Pontiac has requested emergency medical dispatch services from the Oakland County Sheriff for the period April 1,2015 to March 31, 2018; and WHEREAS the City of Pontiac has agreed to the attached contract which incorporates the current dispatch rates as established by the Oakland County Board of Commissioners; and WHEREAS Corporation Counsel has reviewed the attached contract and is in agreement. NOW THEREFORE IT BE RESOLVED that the Oakland County Board of Commissioners hereby approves and agrees to be bound by the terms and conditions contained in the Oakland County Sheriffs Office 2015-2018 Emergency Medical Dispatch Services Agreement with the City of Pontiac. BE IT FURTHER RESOLVED that upon receipt of a final, executed OAKLAND COUNTY SHERIFF'S OFFICE 2015-2018 EMERGENCY MEDICAL DISPATCH SERVICES AGREEMENT from the City of Pontiac accompanied by a certified copy of the resolution of their respective governing body accepting the Agreement, and upon the further acceptance of the above Agreement by the Oakland County Sheriff, the Oakland County Board of Commissioners authorizes its Chairperson to execute and enter into this Agreement on behalf of the County of Oakland. BE IT FURTHER RESOLVED that the Oakland County Clerk shall maintain a file for the above Agreement, and upon receipt of a final, executed copy of the above Agreement, together with a certified copy of the community's governing body resolution approving same, the Oakland County Clerk shall file a copy of the final, executed 2015-2018 EMERGENCY MEDICAL 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 Motion carried unanimously on a roll call vote. 2015- 2018 EMERGENCY MEDICAL DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CITY OF PONTIAC 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 CITY OF PONTIAC, whose address is 47450 Woodward Avenue, Pontiac, Michigan, 48342-2271 (the "CITY"). In this AGREEMENT, the COUNTY and/or the City may also be referred to as a "PARTY" or the "PARTIES.' 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" WITNESSETH WHEREAS, the CITY is authorized by law to provide EMERGENCY MEDICAL SERVICE, as defined in this Agreement, for its residents; and WHEREAS, in order to provide effective EMERGENCY MEDICAL SERVICE for its residents, the CITY must also provide emergency medical communication and dispatch functions; and WHEREAS, the 0.C.S.O. provides emergency medical communication and dispatch functions and has the capability to provide emergency medical dispatch but, absent this Agreement, is not obligated to provide "EMERGENCY MEDICAL DISPATCH SERVICE", as defined in this Agreement, for the CITY; and WHEREAS, the COUNTY and CITY may enter into an agreement by which the 0.C.S.O. would provide EMERGENCY MEDICAL DISPATCH SERVICE for the CITY; and WHEREAS, the CITY has, concluded that it is more cost effective to contract for EMERGENCY MEDICAL DISPATCH SERVICE with the 0.C.S.O. than to equip and staff its own emergency medical communication and dispatch center; and WHEREAS, the 0.C.S.O. agrees to provide EMERGENCY MEDICAL DISPATCH SERVICE for the CITY 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. emergency medical dispatch policies and procedures provide EMERGENCY MEDICAL DISPATCH SERVICE to the CITY. 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 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. "EMERGENCY MEDICAL SERVICE" means the emergency medical services personnel, 2015- 2018 EMERGENCY MEDICAL DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CITY OF PONTIAC Page l of 8 ambulances, vehicles and equipment required for transport or treatment of an individual requiring medical first response life support, basic life support, limited advanced life support, or advanced life support. 3.2. "EMERGENCY MEDICAL DISPATCH SERVICE" means any emergency or non- emergency communication of any kind received by the 0.C.S.O. which, in the sole judgment of the 0.C.S.O., requests or requires EMERGENCY MEDICAL SERVICE by the CITY'S DESIGNATED EMERGENCY MEDICAL SERVICE PROVIDER and all subsequent 0.C.S.O. or COUNTY AGENT communications or attempted communications designed or intended to effectuate delivery of EMERGENCY MEDICAL SERVICES within the CITY. 3.3. "DESIGNATED EMERGENCY MEDICAL SERVICE PROVIDER" shall be defined as the agency, corporation or entity designated by the CITY to provide EMERGENCY MEDICAL SERVICES within the CITY including, but not limited to, all uniformed, non-uniformed, civilian, command, volunteer, administrative, and/or supervisory personnel employed by this agency, corporation or entity and any persons acting by, though, under, or in concert with any of them. 3.4. "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. 3.5. "CITY AGENT(S)" shall be defined to include any and all CITY officers, elected officials, appointed official, directors, board members, Commission members, authorities, authority board members, boards, committees, commissions, employees, police officers, managers, departments, divisions, volunteers, agents, and representatives of the CITY, and/or any such persons' successors or predecessors, agents, employees, attorneys, or auditors (whether such persons act or acted in their personal, representative, or official capacities), and/or any and all persons acting by, through, under, or in concert with any of them and/or the CITY. CITY AGENT(S) as defined in this CONTRACT shall also include any person who was a CITY AGENT(S) at any time during the term of this CONTRACT but, for any reason, is no longer employed, appointed, or elected in their previous capacity. 3.6. "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. Except for the EMERGENCY MEDICAL DISPATCH SERVICE expressly contracted for herein, the 0.C.S.O. and/or any COUNTY AGENT shall not be obligated to provide or assist the CITY or any DESIGNATED EMERGENCY MEDICAL SERVICE PROVIDER with any EMERGENCY MEDICAL SERVICES or any other direct, indirect, backup, or supplemental support or emergency medical-related service or protection, of any kind or nature, or be obligated to send any COUNTY AGENT to respond, in any way, to any call for EMERGENCY MEDICAL SERVICES. 2015- 2018 EMERGENCY MEDICAL DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CITY OF PONTIAC Page 2 of 8 5. Under all circumstances, the CITY shall remain solely and exclusively responsible for all costs and/or liabilities associated with screening, choosing, and contracting with a DESIGNATED EMERGENCY MEDICAL SERVICE PROVIDER for the provision of EMERGENCY MEDICAL SERVICE within the CITY. 6. 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. 7. The CITY shall be solely and exclusively responsible, during the term of this Agreement, for guaranteeing that; (a) all DESIGNATED EMERGENCY MEDICAL SERVICE PROVIDER communication equipment will be properly set, adjusted, and maintained to receive any EMERGENCY MEDICAL 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) the DESIGNATED EMERGENCY MEDICAL SERVICE PROVIDER 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 CITY shall, at all times, promptly and properly notify the designated COUNTY AGENT of any availability or unavailability of DESIGNATED EMERGENCY SERVICE PROVIDER to receive EMERGENCY MEDICAL DISPATCH SERVICE from the 0.C.S.O. 8. The CITY shall be solely and exclusively responsible for all costs, expenses and liabilities associated with the purchase, lease, operation, and/or use of any DESIGNATED EMERGENCY SERVICE PROVIDER communication equipment. The 0.C.S.O. shall not be obligated to provide the DESIGNATED EMERGENCY SERVICE PROVIDER with any radio or other communication equipment of any kind. Similarly, the CITY 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. 9. The 0.C.S.O. may, at its sole discretion and expense, inspect any DESIGNATED EMERGENCY SERVICE PROVIDER communication equipment to ensure that it conforms to 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 CITY in writing of the specific violations. The CITY 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 CITY 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. 10. In consideration of the COUNTY'S promises and efforts under this Agreement, the CITY shall pay the COUNTY $20,049.73 per month for April 1, 2015 to March 31, 2016. The CITY shall pay the rate of $21,047.34 per month for April 1, 2016 to March 31, 2017. The CITY shall pay the rate of $22,029.95 per month for April 1, 2017 to March 31, 2018. Said payments shall be made as follows: 10,1 Each monthly payment shall be paid in advance on the fifteenth (15th) of each month for services to be rendered in the following calendar month. By way of illustration, payment for August EMERGENCY MEDICAL SERVICE under this Agreement shall be due and payable on the fifteenth (15th) day of July. 10.2 All monthly payments shall be due and payable by CITY without any further notice or demand from the COUNTY. 2015- 2018 EMERGENCY MEDICAL DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CITY OF PONTIAC Page 3 of 8 10.3 Each monthly payment shall be made by wire transfer or a check drawn on a CITY account and shall be made payable to the County of Oakland and delivered to the attention of: Oakland County Treasurer, 1200 N. Telegraph Road, Pontiac, MI 48341- 0479, or in any manner directed by the County. 10.4 Each payment shall clearly identify that it is a monthly payment being made pursuant to this Agreement and identify the calendar month for which CITY intended the payment to apply. The COUNTY, in its discretion, may apply any monthly payment received from CITY to any past due amount or monthly payment then due and owing to the COUNTY pursuant to this Agreement. 11. If the CITY, for any reason, fails to pay the COUNTY any monies when and as due under this Agreement the CITY agrees that the COUNTY or the County Treasurer, at their sole option, shall be entitled to set off from any other CITY funds that are in the COUNTY'S possession for any reason without further notice to the CITY in order to satisfy the CITY's obligations under this Agreement. . Funds include but are not limited to the Delinquent Tax Revolving Fund ("DTRF") and any other source of funds due to the CITY in the possession of the COUNTY. Any setoff or retention of funds by the COUNTY shall be deemed a voluntary assignment of the amount by the CITY to the COUNTY. The CITY 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 CITY'S legal right to dispute whether the underlying amount retained by the COUNTY was actually due and owing under this Agreement. 12. In addition to any right of setoff or recoupment provided by applicable law, all amounts due to the CITY shall be considered net of indebtedness to the CITY to the COUNTY and the COUNTY shall have the right to setoff against or recoup from any amounts due to the CITY at any time and without further notice to the CITY. 13. 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 and accumulated interest are fully paid. 14. 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 the CITY 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 CITY 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 CITY 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 CITY. 15. If the CITY fails for any reason to (1) timely pay the COUNTY any amount due under this Agreement, (2) perform any other obligation required under this Agreement or (3) seeks authority from the governor and state treasurer to proceed under title 11 of the United States Code, 11 USC 101 to 1532 as provided for in section 23 of Public Act 4 of 2011; the CITY shall be in default of this Agreement. The COUNTY will send written notice of any default via first class mail to the CITY. If the default is not cured within thirty (30) days from the date of the notice, the COUNTY may: 15.1 Terminate this Agreement sixty (60) days from the date written notice of termination is provided to the CITY by the COUNTY; 15.2 Declare all unpaid amounts owed under the Agreement immediately due and payable without further presentment, demand, protest or other notice of any kind, all of which are expressly waived by the CITY. 2015- 2018 EMERGENCY MEDICAL DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CITY OF PONTIAC Page 4 of 8 15.3 Exercise any and all rights and remedies available to it under the Agreement or applicable law. 16. Each Party shall be responsible for any CLAIMS made against that Party and for the acts of its Employees or AGENTS. Further, the CITY agrees that it shall remain solely and completely liable for any and all CLAIMS that either arose or have their basis in circumstances or events occurring before the effective date of this Agreement, including but not limited to, any wage or benefit issues, any collective bargaining obligations, or any other related employment rights or obligations such as worker or unemployment compensation based upon any person's employment by the CITY prior to the effective date of this Agreement. 17. 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. 18. 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. 19. 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. 20. 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. 21. Neither the COUNTY nor any COUNTY AGENT, by virtue of this Agreement or otherwise, shall be considered employees of the CITY or the CITY'S DESIGNATED EMERGENCY SERVICE PROVIDER. The COUNTY and/or any COUNTY AGENTS legal status and relationship to the CITY shall be that of an Independent Contractor. No CITY, CITY AGENT or CITY DESIGNATED EMERGENCY SERVICE PROVIDER employee 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. 22. The CITY and the 0.C.S.O. shall each remain the sole and exclusive employer of each of their respective employees. The CITY 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. 23. 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. 24. Neither the CITY nor any DESIGNATED EMERGENCY SERVICE PROVIDER 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 2015- 2018 EMERGENCY MEDICAL DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CITY OF PONTIAC Page 5 of 8 COUNTY AGENT in the performance of any COUNTY duty or obligation under the terms of this Agreement. 25. The CITY 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 CITY becomes aware of which involves, in any way, the 0.C.S.O. or any COUNTY AGENT. The CITY and its DESIGNATED EMERGENCY SERVICE PROVIDER 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. 26. This Agreement shall become effective on April 1, 2015 and shall remain in effect continuously until it expires, without any further act or notice being required of any Party at 11:59 PM on March 31, 2018. This Agreement may be cancelled for any reason, including the convenience of any Party, and without any penalty, before its March 31, 2018 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 sixty (60) 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 60 calendar day notice period. If this Agreement is terminated for any reason, the CITY 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. 27. This Agreement, and any subsequent amendments, shall not become effective prior to the approval by the COUNTY Board of Commissioners and the duly-appointed Emergency Manager of the CITY or his successor in office, or, if no Emergency Manager is in place, by resolution of the CITY'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 CITY Council if passed by the CITY council and shall also be filed with the Office of the Clerk for the COUNTY and the CITY 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. 28. 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. 29. 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. 30. 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. 31. The COUNTY and CITY 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. 2015- 2018 EMERGENCY MEDICAL DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CITY OF PONTIAC Page 6 of 8 32. This Agreement sets forth the entire contract and understanding between the COUNTY and CITY 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 the approval of the COUNTY Board of Commissioners via a resolution and the approval of the duly-appointed Emergency Manager of the CITY or his successor in office, or, if no Emergency Manager is in place, by resolution of the CITY'S Governing Body in accordance with the procedures set forth herein. 33. Each Party shall comply with all federal, state, and local statutes, ordinances, regulations, administrative rules, requirements applicable to its activities performed under this Agreement. 34. 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. 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 CITY hereby agree and promise to be bound by the terms and provisions of this Agreement. CONTINUED ONTO NEXT PAGE 2015- 2018 EMERGENCY MEDICAL DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CITY OF PONTIAC Page 7 of 8 IN WITNESS WHEREOF, Joseph M. Sobota, City Administrator for the CITY, hereby acknowledges that he has been authorized by EM Final Order 8-334 and a resolution of Pontiac's City Council (a certified copy of which is attached) to execute this Agreement on behalf of the CITY and hereby accepts and binds the CITY to the terms and conditions of this Agreement on this day of 2015. WITNESS: THE CITY OF PONTIAC, A Michigan Municipal Corporation BY: JOSEPH M. SOBOTA City Administrator 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 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 2015. WITNESS: COUNTY OF OAKLAND, a Michigan Municipal Corporation BY: MICHAEL J. 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 2015. WITNESS: OAKLAND COUNTY SHERIFF, a Michigan Constitutional Officer BY: MICHAEL J. BOUCHARD, Oakland County Sheriff 2015- 2018 EMERGENCY MEDICAL DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CITY OF PONTIAC Page 8 of 8 Resolution #15042 February 18, 2015 The Chairperson referred the resolution to the Finance Committee. There were no objections.