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HomeMy WebLinkAboutResolutions - 1994.05.26 - 24234May 26, 1994 MISCELLANEOUS RESOLUTION #94165 BY: PUBLIC SERVICES COMMITTEE, LAWRENCE A. OBRECHT, CHAIRPERSON IN RE: SHERIFF'S DEPARTMENT - POLICE DISPATCH SERVICE FOR OAKLAND COMMUNITY COLLEGE - 1994/1995 TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Chairperson, Ladies, and Gentlemen: WHEREAS, Oakland Community College has requested that the Sheriffs Department dispatch police calls for O.C.C. Department of Public Safety; and WHEREAS, by adoption of Miscellaneous Resolution #93256, the Board of Commissioners approved the Sheriff to provide Police Dispatching Services at a rate of $13.80 per call. NOW THEREFORE BE IT RESOLVED that the Oakland County Sheriff's Department is hereby authorized to provide Police Dispatch Services to 0.C.C. for the remainder of 1994 at the current rate of $13.80 per call with the rate for 1995 to be set a later date. BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners authorize the Chairperson of the Board to enter into the attached Dispatching Agreement with the O.C.C. Mr. Chairman, on behalf of the Public Services Committee, I move the adoption of the foregoing resolution. PUFLIC SERVICES/I CO MITTEE Tat4e.f el _i ai LAWRENCE A. OBRECHT, Chairperson DISPATCH SERVICE(S) AGREEMENT FOR 1994 - 1995 BETWEEN THE OAKLAND COUNTY SHERIFF'S DEPARTMENT AND OAKLAND COMMUNITY COLLEGE 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 (hereafter the "COUNTY"), the OAKLAND COUNTY SHERIFF, JOHN F. NICHOLS, in his official capacity as a Michigan Constitutional Officer, whose address is 1201 North Telegraph Road, Pontiac, Michigan 48341 (hereafter the "SHERIFF"), and OAKLAND COMMUNITY COLLEGE, a Michigan Constitutional and Municipal Corporation, located within Oakland County, whose address is 2480 Opdyke Road, Bloomfield Hills, MI 48304-2266 (hereafter called "O.C.C."). In this Agreement, the COUNTY and SHERIFF hereafter, and as further defined below, shall be jointly and collectively referred to as the "SHERIFF'S DEPARTMENT". WITNESSETH WHEREAS, 0.C.C. is authorized by law to provide security services for the various O.C.C. campus locations; and WHEREAS, in order to provide effective security services for its various campus locations, O.C.C. also must provide for police communication and dispatching; and WHEREAS, the SHERIFF'S DEPARTMENT provides for its own SHERIFF'S Deputy communication and dispatching but, absent this Agreement, is not obligated to provide any "DISPATCH SERVICE(S)", as defined in this Agreement, for 0.C.C.; and WHEREAS, the SHERIFF'S DEPARTMENT and O.C.C. may enter into an agreement by which the SHERIFF'S DEPARTMENT would provide police DISPATCH SERVICE(S) for 0.C.C.; and WHEREAS, O.C.C. has concluded that it is more cost effective for 0.C.C. to contract for DISPATCH SERVICE(S) with the SHERIFF'S DEPARTMENT than to equip and staff its own police communication center; and WHEREAS, the SHERIFF'S DEPARTMENT agrees to provide DISPATCH SERVICE(S) for "O.C.C. POLICE OFFICER(S)", as defined in this Agreement, under the following terms and conditions; NOW, THEREFORE, in consideration of these premises, and the following promises, representations, and acknowledgments, it is mutually agreed as follows: 1 1. The SHERIFF'S DEPARTMENT shall, in conjunction with its existing police communications functions, provide DISPATCH SERVICE(S) for O.C.C. and to O.C.C. POLICE OFFICER(S). 2. 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: a. "DISPATCH SERVICE(S)" shall be defined to include: any emergency or nonemergency telephone call or notice, of any kind, received by the SHERIFF'S DEPARTMENT, which either requests, requires or, in the sole judgement of SHERIFF'S DEPARTMENT, appears to request or require, the presence, attention, or services of any O.C.C. POLICE OFFICER(S) to address, respond, or attend to any issue, event, or circumstance involving public safety, a breach of peace, public health, an accident or accidental injury, the protection of property, any emergency (including but not limited to criminal, medical, fire, health, civil disputes, and/or civil infractions), which results in any SHERIFF'S DEPARTMENT radio communication, or any attempted radio communication, to any O.C.C. POLICE OFFICER(S). b. "O.C.C. POLICE OFFICER(S)" shall be defined to include: any and all uniformed, nonuniformed, civilian, command, volunteer, administrative and/or supervisory personnel employed and/or contracted with by O.C.C. either to provide, supply, support, administer, or direct any O.C.C. police or law enforcement services and/or any persons acting by, through, under, or in concert with any of them; or any other O.C.C. official, officer, employee or agent whose O.C.C. job duties may include the receipt of any SHERIFF'S DEPARTMENT DISPATCH SERVICE(S). c. "SHERIFF'S DEPARTMENT" shall be defined to include: the COUNTY OF OAKLAND, the OAKLAND COUNTY SHERIFF, SHERIFF JOHN F. NICHOLS, or any of them, and any and all of each of their respective elected and appointed officials, commissioners, boards, committees, commissions, departments, divisions, trustees, volunteers, employees, SHERIFF'S Deputies, agents, representatives, contractors, predecessors, successors, assigns, attorneys, or auditors (whether such persons act or acted in their personal, representative, or official capacities), and any and all persons acting by, through, under, or in concert with any of them. d. "CLAIM(S)" shall be defined to include: any and all losses, complaints, demands for relief or damages, suits, damages, causes of action, proceedings, judgments, deficiencies, penalties, costs, and expenses, including, but not limited to, any reimbursement for reasonable attorney 2 fees, witness fees, court costs, investigation and/or litigation expenses, any amounts paid in settlement, or any other amount for which the SHERIFF'S DEPARTMENT becomes legally and/or contractually obligated to pay, or any other liabilities of any kind whatsoever, whether direct, indirect or consequential; whether based upon any alleged violation of the Constitution, any statute, rule, regulation, or the common law; whether federal or state, in law or equity, tort, contract, or otherwise; and/or whether commenced or threatened. 3. The O.C.C. agrees that under the terms of this Agreement, except for the DISPATCH SERVICE(S) expressly contracted for herein, the SHERIFF'S DEPARTMENT shall not be obligated, in any other way pursuant to this Agreement, to provide or assist O.C.C. or any O.C.C. POLICE OFFICER(S) with any other direct, indirect, backup, or supplemental support or law enforcement service or protection, of any kind or nature whatsoever, or required to send any SHERIFF'S Deputy to respond, in any way, to any call for O.C.C. POLICE OFFICER(S) services. The foregoing shall not relieve the SHERIFF'S DEPARTMENT from providing support, service or protection to O.C.C. or O.C.C. POLICE OFFICER(S) to the extent otherwise required by law. 4. The O.C.C. agrees that it shall, at all times and under all circumstances, remain solely and exclusively responsible for all costs and/or liabilities associated with providing available on- duty O.C.C. POLICE OFFICER(S) to receive and respond to any SHERIFF'S DEPARTMENT DISPATCH SERVICE(S) in a timely and professional manner. 5. The O.C.C. acknowledges that there may be circumstances when, despite all reasonable SHERIFF'S DEPARTMENT efforts, a SHERIFF'S DEPARTMENT attempt to communicate or provide DISPATCH SERVICE(S) for O.C.C. POLICE OFFICER(S) may be unsuccessful and, as a result, a O.C.C. POLICE OFFICER(S) timely response to a call for a O.C.C. POLICE OFFICER(S)1 assistance may not be forthcoming. In all such circumstances, except those circumstances where a failure to communicate or provide DISPATCH SERVICES is due to the negligent conduct of the SHERIFF'S DEPARTMENT or its personnel, the O.C.C. agrees that it shall be solely liable and exclusively responsible for any and all resulting CLAIM(S) against the SHERIFF'S DEPARTMENT and O.C.C. shall indemnify and hold harmless the SHERIFF'S DEPARTMENT. 6. The O.C.C. agrees that this Agreement does not, and is not intended to, include any SHERIFF'S DEPARTMENT warranty, promise, or guaranty, of any kind or nature whatsoever, concerning the provision of DISPATCH SERVICE(S) to O.C.C. except that the SHERIFF'S DEPARTMENT will make every reasonable effort to provide DISPATCH SERVICE(S) for any O.C.C. POLICE OFFICER(S) consistent 3 with all existing SHERIFF'S DEPARTMENT communication and dispatching policies, procedures, orders, and standards. 7. The O.C.C. agrees that under the terms of this Agreement O.C.C. shall be solely and exclusively responsible for all costs, expenses or liabilities associated with the purchase, lease, operation, and/or use of any O.C.C. POLICE OFFICER(S)' radio or other communication equipment, and that the SHERIFF'S DEPARTMENT shall not be obligated to provide any O.C.C. POLICE OFFICER(S) with any radio or other communication equipment of any kind. Similarly, the SHERIFF'S DEPARTMENT agrees that O.C.C. shall not be obligated under the terms of this Agreement to supply or provide the SHERIFF'S DEPARTMENT with any additional telephones, telephone lines, radios, or other communications equipment or property. 8. The O.C.C. agrees that this Agreement does not, and is not intended to, obligate or require the SHERIFF'S DEPARTMENT to change, alter, modify, or develop any different DISPATCH SERVICE(S) related codes, policies, practices or procedures; purchase or use any special or additional equipment; or, alternatively, prohibit the SHERIFF'S DEPARTMENT from implementing any future communication-related changes that the SHERIFF'S DEPARTMENT, in its sole judgment and discretion, believes to be in its best interest. 9. The 0.0.0. agrees that it shall be solely and exclusively responsible, during the term of this Agreement, for guaranteeing that: (a) all O.C.C. POLICE OFFICER(S) radios and other communication equipment will be properly set and adjusted to receive any DISPATCH SERVICE(S) from the SHERIFF'S DEPARTMENT and otherwise maintained in full and proper working order; (b) all O.C.C. POLICE OFFICER(S) will be adequately trained and will comply with all applicable SHERIFF'S DEPARTMENT communications codes, practices, policies and procedures, as well as any applicable state or federal (FCC) communication requirements; (c) 0.C.C. and all O.C.C. POLICE OFFICER(S) shall, at all times, promptly and properly notify the SHERIFF'S DEPARTMENT of any O.C.C. POLICE OFFICER(S)' on-duty or off-duty status and/or availability or unavailability to receive DISPATCH SERVICE(S) from the SHERIFF'S DEPARTMENT; and (d) all O.C.C. POLICE OFFICER(S) radio and communication equipment, policies, practices and procedures shall conform to those of the SHERIFF'S DEPARTMENT as they now exist or may be changed in the future. 10. The 0.C.C. agrees to pay to the SHERIFF'S DEPARTMENT THIRTEEN DOLLARS EIGHTY CENTS ($13.80) for each DISPATCH SERVICE(S) made by the SHERIFF'S DEPARTMENT during 1994. In calendar year 1995, O.C.C. agrees to pay the SHERIFF'S DEPARTMENT for each DISPATCH SERVICE(S) at such Rate(s) and/or in such Amount(s) as established by the Oakland County Board of Commissioners. In the event that O.C.C. finds the Rate(s) and/or Amount(s) established for 1995 DISPATCH SERVICE(S) unacceptable for any reason, 0.C.C. shall cancel this Agreement, in writing, as provided for herein, to be 4 effective on or before April 15, 1995; otherwise O.C.C. shall be obligated to pay for any and all DISPATCH SERVICE(S) received during 1995 at the established 1995 Rate(s) and/or Amount(s) for the entire 1995 calendar year. If, however, the O.C.C. cancels this Agreement effective on or before April 15, 1995; the O.C.C. shall only be obligated to pay to the SHERIFF'S DEPARTMENT THIRTEEN DOLLARS EIGHTY CENTS ($13.80)„ for each DISPATCH SERVICE(S) by the SHERIFF'S DEPARTMENT which occurred between January 1, 1995, and the effective cancellation of this Agreement on or before April 15, 1995. 11. Following any month in which the SHERIFF'S DEPARTMENT provided any DISPATCH SERVICE(S) to 0.C.C., the SHERIFF'S DEPARTMENT shall forward an invoice to 0.C.C. that identifies the total amount due and payable by 0.C.C.. Subject to any applicable CAP provision, O.C.C. agrees to pay to the COUNTY the full amount due and owing on any such invoice within thirty (30) calendar days after the invoice date. 12. 0.C.C. agrees, at its sole cost and expense, to purchase and maintain the following insurance coverage(s), in the minimum coverage amounts indicated, for the entire duration of this Agreement and to provide the COUNTY with the following Certificates of Insurance. O.C.C. acknowledges that all insurance obligations, bonds, and/or certificates or proof of same required shall be subject to the approval of the COUNTY Risk Management Division. a. Comprehensive General Liability Broad Form Endorsement in the minimum amount of $1,000,000.00 C.S.L. and with the following as minimum requirements: i. Products and completed operations; ii. Broad Form Property damage; iii. Premises/Operations; iv. (Blanket) Broad Form Contractual; v. Personal Injury - delete contractual exclusion "A" and employee exclusion "C"; and vi. Additional Insured - The COUNTY OF OAKLAND and the SHERIFF'S DEPARTMENT as defined in this Agreement to include, without limitation, all COUNTY employees and all COUNTY elected and appointed elected officials and their agents. b. Workers' Compensation Insurance as required by the laws of the State of Michigan with Employer Liability Coverage in the minimum amount of $100,000.00; 5 c. Professional Liability (Errors and Omissions), including Police Professional Liability, in the minimum amount of $1,000,000.00; d. All Certificates of Insurance, self-insurance, or duplicate policies of any outside vendor or contractor shall contain the following clauses; i. "Any coverage afforded the COUNTY shall apply as primary and not excess to any insurance issued in the name of the COUNTY OF OAKLAND, et al."; "The insurance company(s) issuing the policy or policies shall have no recourse against the COUNTY OF OAKLAND for payment of any premiums or for assessments under any form of policy."; iii. "Any and all deductibles in the above described insurance policies shall be assumed by, and be for the account of, and at the sole risk of 0.C.C."; and iv. "There will be no additional exclusions running to the Additional Insured based upon any actions or activities of the named insured." e. All Certificates of Insurance are to provide thirty (30) days notice of material change or cancellation. All Certificates of Insurance must be provided no less than ten (10) working days before commencement of date of this Agreement to the COUNTY'S Risk Management Division. Insurance carriers, coverage(s), and policy limits are also subject to the approval of the COUNTY'S Risk Management Division as to conformity with the requirements of this Agreement. 13. O.C.C. agrees that the COUNTY OF OAKLAND and/or the SHERIFF'S DEPARTMENT shall be legally subrogated to any rights to recover or any benefits O.C.C. may have in any insurance policy and to the full extent of any payment made under any insurance policy as may be required to make the SHERIFF'S DEPARTMENT whole for any CLAIM(S). O.C.C. agrees to cooperate and perform any act necessary to secure such rights for the SHERIFF'S DEPARTMENT. 14. Except as otherwise provided in this Paragraph, O.C.C. agrees to defend, indemnify and hold the SHERIFF'S DEPARTMENT harmless from and against any and all CLAIM(S) (as defined in this Agreement) which are imposed upon, incurred by, or asserted against the SHERIFF'S DEPARTMENT by any person and which are based upon, result from, arise from, or are in any way related to any alleged error, mistake, negligent or intentional act(s) or omission(s) by O.C.C. and/or any O.C.C. POLICE OFFICER(S), including, but not limited to: 6 a. Any alleged breach of any legal duty to any person by O.C.C. or any O.C.C. POLICE OFFICER(S); b. Any alleged EMPLOYEE of O.C.C. or O.C.C. POLICE OFFICER(S) negligent or erroneous response to, or failure to respond to, any communication or DISPATCH SERVICE(S) from the SHERIFF'S DEPARTMENT; c. Any alleged failure by the SHERIFF'S DEPARTMENT to receive in a timely manner any telephone call for police services due to any alleged negligence by 0.C.C.; d. Any alleged failure by O.C.C. or any O.C.C. POLICE OFFICER(S) to receive any transmitted DISPATCH SERVICE(S); e. Any alleged failure by O.C.C. or any O.C.C. POLICE OFFICER(S) to comply with any duty or obligation in this Agreement; and/or f. Any other CLAIM(S) based, in any way, upon O.C.C. or O.C.C. POLICE OFFICER(S)' law enforcement services, equipment, or any other event, occurrence, duty, or obligation related or attendant thereto. The 0.C.C., however, shall not be obligated to pay any portion of any court-ordered judgment or award for which a court has determined that the SHERIFF'S DEPARTMENT was either solely negligent or solely at fault for any specific dollar amount of damages or loss to any person other than O.C.C. or any O.C.C. POLICE OFFICER(S). 15. The indemnification right afforded to the COUNTY in this Agreement shall be excess and over and above any other valid and collectable insurance right available to the COUNTY from O.C.C. and applicable to any part of any ultimate net SHERIFF'S DEPARTMENT loss whether or not any such insurance coverage is stated to be primary, contributing, excess, or contingent. To the extent that 0.C.C.'S promise to indemnify, pay and hold harmless the SHERIFF'S DEPARTMENT as set forth in this Agreement may become unenforceable or uncollectible, O.C.C. shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law toward the payment and satisfaction of any CLAIM(S) against the SHERIFF'S DEPARTMENT. 16. The C.C.C. agrees that all O.C.C. indemnification and hold harmless 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, or CLAIM(S), either occurring or having their basis in any events or transactions that occurred before the cancellation or expiration of 7 this Agreement, shall survive the cancellation or expiration of this Agreement. 17. Except as expressly provided herein, 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 or organization, or any right to be contractually, legally, equitably, or otherwise subrogated to any indemnification or any other right provided under the terms of this Agreement. 18. The O.C.C. and the SHERIFF'S DEPARTMENT agree that neither the SHERIFF'S DEPARTMENT nor any of its employees, by virtue of this Agreement or otherwise, shall be considered or asserted to be employees of O.C.C. and further agree that, at all times and for all purposes under the terms of this Agreement, the SHERIFF'S DEPARTMENT'S legal status and relationship to O.C.C. shall be that of an Independent Contractor. The parties also agree that no O.C.C. POLICE OFFICER(S) or any other O.C.C. employee shall, by virtue of this Agreement or otherwise, be considered or asserted to be an employee, agent, or working under the supervision and control of the SHERIFF'S DEPARTMENT. 19. The O.C.C. and the SHERIFF'S DEPARTMENT agree that, at all times and for all purposes relevant to this Agreement, O.C.C. and the SHERIFF'S DEPARTMENT shall each remain the sole and exclusive employer of each of their respective employees. O.C.C. and the SHERIFF'S DEPARTMENT 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 or 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(s) and benefits, employment taxes, or any other statutory or contractual right or benefit based, in any way, upon employment of any SHERIFF'S DEPARTMENT or 0.C.C. employee. 20. 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(s) or condition(s) of employment of any SHERIFF'S DEPARTMENT employee(s), any applicable SHERIFF'S DEPARTMENT employment and/or union contract(s), any level(s) or amount(s) of supervision, any standard(s) of performance, any sequence or manner of performance, and/or any SHERIFF'S DEPARTMENT rule(s), regulation(s), training and education standard(s), hours of work, shift assignment(s), order(s), policy(ies), procedure (s) directive(s), ethical guideline(s), etc., which shall, solely and exclusively, govern and control the employment relationship between the SHERIFF'S DEPARTMENT and/or all conduct and actions of any SHERIFF'S DEPARTMENT employee. 8 21. The O.C.C. agrees that neither O.C.C. nor any O.C.C. POLICE OFFICER(S) shall provide, furnish or assign any SHERIFF'S DEPARTMENT employee with any job instructions, job descriptions, job specifications, or job duties, or, in any manner, attempt to control, supervise, train, or direct any SHERIFF'S DEPARTMENT employee in the performance of any SHERIFF'S DEPARTMENT duty or obligation under the terms of this Agreement. 22. The O.C.C. agrees that it shall promptly deliver to the SHERIFF'S DEPARTMENT written notice and copies of any CLAIM(S), complaint(s), charge(s), or any other accusation(s) or allegation(s) of negligence or other wrongdoing, whether civil or criminal in nature, that O.C.C. becomes aware of which involves, in any way, the SHERIFF'S DEPARTMENT or any SHERIFF'S DEPARTMENT employee. The O.C.C. agrees to cooperate with the SHERIFF'S DEPARTMENT in any investigation conducted by the SHERIFF of any act(s) or performance of any duties by any SHERIFF'S DEPARTMENT employee. 23. Subject to the following Paragraph, and unless canceled as provided for in this Paragraph, this Agreement shall become effective on April 1, 1994, 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 December 31, 1995. Either the COUNTY, the SHERIFF, or O.C.C. may cancel this Agreement, for any reason and without any penalty, before its December 31, 1995, expiration by delivering a written notice of their intent to cancel this Agreement to the other two parties at least ninety (90) days before the desired effective date of cancellation (which shall be clearly stated in this written notice), and at 11:59 P.M. on the stated effective date of cancellation this Agreement shall be canceled. 24. This Agreement, and any subsequent amendments, shall not become effective prior to the approval by concurrent resolutions of the COUNTY Board of Commissioners and O.C.C. The approval and terms of this Agreement shall be entered into the official minutes and proceedings of the COUNTY Board of Commissioners and O.C.C. and also shall be filed with the Office of the Clerk for the COUNTY and O.C.C. In addition, this Agreement, and any subsequent amendments, shall be filed by the SHERIFF'S DEPARTMENT 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. The SHERIFF'S DEPARTMENT shall promptly deliver to OCC copies of resolutions by the County Board of Commissioners approving this Agreement. In addition, the SHERIFF'S DEPARTMENT shall promptly deliver to OCC proof of filing of this Agreement with the Secretary of State. 25. The parties 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 9 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. 26. 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. 27. 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. 28. The COUNTY, the SHERIFF, and O.C.C. acknowledge that this Agreement shall be binding upon each of 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. 29. This Agreement, consisting of twelve (12) pages sets forth the entire Agreement between the SHERIFF'S DEPARTMENT and O.C.C. and fully supersedes any and all prior agreements or understandings between them in any way related to the subject matter hereof. The parties acknowledge the possibility that O.C.C. may, in the future, decide to lease certain O.C.C. POLICE OFFICER(S) radio and communications equipment from the COUNTY, and O.C.C. hereby agrees that this Agreement shall control over any actual or apparent conflict with any term or condition in such a lease. 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 agreements, understandings, or representations between the SHERIFF'S DEPARTMENT and O.C.C. 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 O.C.C. in accordance with the procedures set forth herein. 30. For and in consideration of the mutual promises, acknowledgments, representations, and agreements set forth in this 10 Agreement, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the COUNTY, the SHERIFF, and O.C.C. hereby agree and promise to be bound by the terms and provisions of this Agreement. 11 (.‘Z dakland Commu 'ty College en Kiegll/sdorf WITNESSES: COUNTY OF OAKLAND, a Michigan Constitutional and Municipal Corpor4tio Y y CRAKE, Chairperson, Board of Commissioners IN WITNESS WHEREOF, Helen Kieba-Tolksdorf, hereby acknowledges that she has been authorized by the Board of Trustees of Oakland Community College to execute this Agreement on behalf of 0.C.C., a Michigan Constitutional and Municipal Corporation, and hereby accepts and binds 0.C.C. to the t rms and conditions of this Agreement on this day of , 1994. The Oakland County Community College, a Michigan Constitutional and Municipal Corporation IN WITNESS WHEREOF, LARRY P. CRAKE, Chairperson of the 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, a Michigan Constitutional and Municipal Corporation, and hereby accepts and binds the COUNTY OF ,OAKLAND to the terms and conditions of the Agreement on this /coN day of C\N4Ljt , 1994. WITNESS: 12 WITNESS: ( F. NICHOL land County Sheriff IN WITNESS WHEREOF, JOHN F. NICHOLS, in his official capacity as the Oakland County Sheriff, a Michigan Constitutional Officer, hereby accepts and binds the Office of the Oakland CouW Sheriff to the terms and conditions of this Agreement on this day of , 1994. 13 Resolution #94165 May 26, 1994 Moved by Obrecht supported by Gosling the resolution be adopted. AYES: Crake, Dingeldey, Douglas, Garfield, Gosling, Huntoon, Jensen, Johnson, Kaczmar, Kingzett, Law, McCulloch, McPherson, Miltner, Moffitt, Obrecht, Palmer, Powers, Schmid, Taub, Aaron. (21) NAYS: None. (0) A sufficient majority having voted therefor, the resolution was adopted. STATE OF MICHIGAN) COUNTY OF OAKLAND) I, Lynn D. Allen, 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 May 26, 1994 with the original record thereof now remaining in my office. In Testimony Whereof, I have hereunto set my hand and af 'xed the seal of County of Oakland at Pontiac, Michigan this 26th day of 19a4..„7„ , , . Allen, County Clerk Lynn