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HomeMy WebLinkAboutResolutions - 1999.04.29 - 25586MISCELLANEOUS RESOLUTION #99074 April 15, 1999 BY: PUBLIC SERVICES COMMITTEE, FRANK H. MILLARD, CHAIRPERSON IN RE: SHERIFF'S DEPARTMENT -POLICE DISPATCH SERVICE FOR THE CITY OF THE VILLAGE OF CLARKSTON FOR 1999-2002 TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Chairperson, Ladies and Gentlemen: WHEREAS it is the policy of the Oakland County Board of Commissioners to permit the Sheriff's Department to enter into contractual agreements for the purpose of Police Dispatch services; and WHEREAS at the request of City of the Village of Clarkston the Sheriff's Department has been dispatching police calls for City of the Village of Clarkston Police Department; and WHEREAS Miscellaneous Resolution #96084 authorized a police dispatch contract for the years 1996/1997/1998 between the County and City of the Village of Clarkston; and WHEREAS the City of the Village of Clarkston has requested that the Sheriff's Department continue to dispatch their police calls; and WHEREAS the Sheriff Department along with the Department of Management & Budget is recommending the attached contract for dispatching services at a flat rate of $4,200 per year for three years, between the County of Oakland and City of the Village of Clarkston. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners authorizes the Chairperson of the Board to enter into the attached Police Dispatch Agreement with City of the Village of Clarkston. Chairperson, on behalf of the Public Services Committee, I move the adoption of the foregoing resolution. PUBLIC SERVICES COMMITTEE VOTE Motion carried unanimously on a roll call vote with Causey-Mitchell and Dingeldey absent. 1999 -2002 POLICE DISPATCH SERVICE(S) AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CITY OF THE VILLAGE OF CLARKSTON 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"), and the CITY OF THE VILLAGE OF CLARKSTON, a Michigan Constitutional and Municipal Corporation, located within Oakland County, whose address is 375 Depot Road, Clarkston Michigan 48346 (hereafter the "CITY"). In this Agreement, the COUNTY shall also be represented by the OAKLAND COUNTY SHERIFF, Michael J. Bouchard, in his official capacity as a Michigan Constitutional Officer, whose address is 1201 North Telegraph Road, Pontiac, Michigan 48341 (hereafter 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 DEPARTMENT" or, as abbreviated, the "O.C.S.D." WITNESSETH WHEREAS, the CITY is authorized by law to provide police services for residents of the CITY; and WHEREAS, in order to provide effective police services for its residents, the CITY also must provide for police communication and dispatching; and WHEREAS, the OAKLAND COUNTY SHERIFF'S DEPARTMENT (0.C.S.D.) provides communication and dispatching for its own SHERIFF'S Deputies but, absent this Agreement, is not obligated to provide any "POLICE DISPATCH SERVICE(S)", as defined in this Agreement, for the CITY; and WHEREAS, the COUNTY and the CITY may enter into an agreement by which the 0.C.S.D. would provide POLICE DISPATCH SERVICE(S) for the CITY; and WHEREAS, the CITY has concluded that it is more cost effective for the CITY to contract for POLICE DISPATCH SERVICE(S) with the COUNTY than to equip and staff its own police communication center; and WHEREAS, the COUNTY agrees to provide POLICE DISPATCH SERVICE(S) for "CITY POLICE PERSONNEL", 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. The COUNTY, with the cooperation and approval of the SHERIFF, shall, in conjunction with its existing 0.C.S.D. police communications functions, provide POLICE DISPATCH SERVICE(S) to CITY POLICE PERSONNEL for the CITY. 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. "POLICE DISPATCH SERVICE(S)" shall be defined to include: any emergency or nonemergency telephone call or notice, of any kind, received by the 0.C.S.D., which either requests, requires or, in the sole judgement of 0.C.S.D. or designated COUNTY AGENT(S), appears to request or require, the presence, attention, or services of any CITY POLICE PERSONNEL 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 Ii infractions), which results in any 0.C.S.D. or designated COUNTY AGENT(S) radio communication, or any attempted radio communication to any CITY POLICE PERSONNEL. b. "CITY POLICE PERSONNEL" shall be defined to include: any and all uniformed, nonuniformed, civilian, command, volunteer, administrative and/or supervisory personnel employed and/or contracted with by the CITY either to provide, supply, support, administer, or direct any CITY police or law enforcement services and/or any persons acting by, through, under, or in concert with any of them; or any other CITY official, officer, employee or agent whose CITY job duties may include the receipt of any 0.C.S.D. POLICE DISPATCH SERVICE(S). c. "COUNTY AGENT(S)" shall be defined to include the OAKLAND COUNTY SHERIFF, SHERIFF Michael J. Bouchard, and any and all other COUNTY elected and appointed officials, commissioners, officers, boards, committees, commissions, departments, divisions, volunteers, employees (including any SHERIFF'S DEPUTY or 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. COUNTY AGENT(S) as defined in this Agreement shall also include any person who was a COUNTY AGENT(S) 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. d. "CLAIM(S)" shall be defined to include any and all losses, complaints, demands for relief or damages, lawsuits, causes of action, proceedings, judgments, deficiencies, penalties, and costs and expenses, including, but not limited to, any reimbursement for reasonable attorney fees, witness fees, court costs, investigation and/or litigation expenses, any amounts paid in settlement, or any other amount for which the COUNTY or any COUNTY AGENT(S) 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 (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. 3. The CITY agrees that under the terms of this Agreement, except for the POLICE DISPATCH SERVICE(S) expressly contracted for herein, the 0.C.S.D. and/or any COUNTY AGENT(S) shall not be obligated, in any other way, to provide or assist the CITY or any CITY POLICE PERSONNEL with any other direct, indirect, backup, or supplemental support or fire or emergency-related service or protection, of any kind or nature whatsoever, or required to send any COUNTY AGENT(S) to respond, in any way, to any call for CITY POLICE PERSONNEL services. 4. The CITY 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 CITY POLICE PERSONNEL to receive and respond to any 0.C.S.D. or designated COUNTY AGENT(S) POLICE DISPATCH SERVICE(S) in a timely and professional manner. 5. The CITY acknowledges that there may be circumstances when, despite all reasonable 0.C.S.D. or COUNTY AGENT(S) efforts, an 0.C.S.D. or COUNTY AGENT(S) attempt to communicate or provide POLICE DISPATCH SERVICE(S) for CITY POLICE PERSONNEL 1999 - 2002 POLICE DISPATCH SERVICE(S) AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CITY OF THE VILLAGE OF CLARKSTON Page 2 may be unsuccessful and, as a result, CITY POLICE PERSONNEL'S timely response to a call for CITY POLICE PERSONNEL assistance may not be forthcoming. In all such circumstances, the CITY agrees to indemnify and hold harmless the COUNTY and/or any COUNTY AGENT(S) from any and all resulting CLAIM(S) and that it shall be solely liable and exclusively responsible for any and all CLAIM(S) against the COUNTY and/or any COUNTY AGENT(S) as a result of any alleged CITY POLICE PERSONNEL'S failure to respond in a timely manner to a call for CITY POLICE PERSONNEL assistance. 6. The CITY agrees that this Agreement does not, and is not intended to, include any 0.C.S.D. warranty, promise, or guaranty, of any kind or nature whatsoever, concerning the provision of POLICE DISPATCH SERVICE(S) to the CITY except that the COUNTY will make a reasonable effort to provide POLICE DISPATCH SERVICE(S) for CITY POLICE PERSONNEL consistent with all existing 0.C.S.D. communication and dispatching policies, procedures, orders, and standards. 7. The CITY agrees that under the terms of this Agreement 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 CITY POLICE PERSONNEL radio or other communication equipment, and that the 0.C.S.D. shall not be obligated to provide any CITY POLICE PERSONNEL with any radio or other communication equipment of any kind. Similarly, the COUNTY agrees that the CITY shall not be obligated under the terms of this Agreement to supply or provide the 0.C.S.D. with any additional telephones, telephone lines, radios, or other communications equipment or property. 8. The CITY agrees that this Agreement does not, and is not intended to, obligate or require the 0.C.S.D. to change, alter, modify, or develop any different dispatch related codes, policies, practices or procedures; purchase or use any special or additional equipment; or, alternatively, prohibit the 0.C.S.D. from implementing any future communication-related changes that the 0.C.S.D., in its judgment and discretion, believes to be in its best interest. 9. The CITY agrees that it shall be solely and exclusively responsible, during the term of this Agreement, for guaranteeing that: (a) all CITY POLICE PERSONNEL radios and other communication equipment will be properly set and adjusted to receive any POLICE DISPATCH SERVICE(S) from the 0.C.S.D. and/or COUNTY AGENT(S) and otherwise maintained in full and proper working order; (b) all CITY POLICE PERSONNEL will be adequately trained and will comply with all applicable 0.C.S.D. communications codes, practices, policies and procedures, as well as any applicable state or federal (FCC) communication requirements; (c) the CITY and all CITY POLICE PERSONNEL shall, at all times, promptly and properly notify the designated COUNTY AGENT(S) of any on-duty or off-duty status and/or availability or unavailability of CITY POLICE PERSONNEL to receive POLICE DISPATCH SERVICE(S) from the 0.C.S.D.; and (d) all CITY POLICE PERSONNEL radio and communication equipment, policies, practices and procedures shall conform to those of the 0.C.S.D. as they now exist or may be changed in the future. 10. In consideration of the COUNTY'S promises and efforts under this Agreement, the CITY agrees to pay to the COUNTY, THREE HUNDRED FIFTY ($350.00) Dollars per month for each calendar month that this Agreement is in effect as follows: a. Each monthly payment shall be due and payable no later than the 15th calendar day of each calendar month starting on April 15, 1999, and continuing each calendar month thereafter, for any and all POLICE DISPATCH SERVICE(S) rendered or to be rendered in that calendar month. 1999 -2002 POLICE DISPATCH SERVICE(S) AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CITY OF THE VILLAGE OF CLARKSTON Page 3 g 1 b. All Monthly payments shall be due and payable by the CITY without any further notice or demand from the COUNTY. c. Each monthly payment shall be made by a check drawn on a CITY account and shall be made payable to the County of Oakland and delivered to the attention of: Mr. C. Hugh Dohany, Oakland County Treasurer, 1200 N. Telegraph Road, Pontiac, MI 48341-0479 (or such other person as the County may from time to time designate in writing). d. Each such payment shall clearly identify that it is a monthly payment being made pursuant to this Agreement and identify the calendar month for which the CITY intended the payment to apply. The CITY agrees that the COUNTY, in its discretion, may apply any monthly payment received from the CITY to any past due amount or monthly payment then due and owing to the COUNTY pursuant to this Agreement. 11. The CITY agrees that any and all of its payment obligations as set forth in this Agreement shall be absolute and unconditional in all events and shall not be subject to any set-off, defense, counterclaim, or recoupment for any reason whatsoever. The CITY further agrees that any amount due and owing to the COUNTY under this Agreement, which is still unpaid at the time the COUNTY distributes any funds to the CITY from the Delinquent Tax Revolving Fund (DTRF), the COUNTY shall, in its sole discretion, be entitled to reduce, set- off, and permanently retain from any amount due to the CITY from Delinquent Tax Revolving Fund (DTRF) any amount then due and owing the COUNTY pursuant to this Agreement. 12. The CITY 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. The CITY 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. Commercial General Liability Broad Form Endorsement in the minimum amount of $1,000,000.00 C.S.L. and with the following as minimum requirements: Products and completed operations; ii Broad Form Property damage; Premises/Operations; iv. (Blanket) Broad Form Contractual; v. Personal Injury - delete contractual exclusion "A"; and vi. Additional Insured - The COUNTY OF OAKLAND, the SHERIFF, and any and all COUNTY AGENT(S) as defined in this Agreement. 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; 1999 - 2002 POLICE DISPATCH SERVICE(S) AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CITY OF THE VILLAGE OF CLARKSTON Page 4 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; "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."; "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 the CITY."; 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. The CITY agrees that the COUNTY and/or any COUNTY AGENT(S) shall be legally subrogated to any rights to recover or any benefits the CITY 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 COUNTY and/or any COUNTY AGENT(S) whole for any CLAIM(S). The CITY agrees to cooperate and perform any act necessary to secure such rights for the COUNTY and/or any COUNTY AGENT(S). 14. Except as otherwise provided in this Paragraph, the CITY agrees to indemnify and hold harmless the COUNTY and/or any COUNTY AGENT(S) from and against any and all CLAIM(S) (as defined in this Agreement) which are imposed upon, incurred by, or asserted against the COUNTY and/or any COUNTY AGENT(S) by any person and which are based upon, result from, arise from, or are in any way related to any alleged error, injury, mistake, negligent or intentional act(s) or omission(s) by the CITY and/or any CITY POLICE PERSONNEL, including, but not limited to: a. Any and all alleged breach of any legal duty to any person by the CITY or any CITY POLICE PERSONNEL; b. Any and all alleged CITY or CITY POLICE PERSONNEL'S negligent or erroneous response to, or failure to respond to, any communication or POLICE DISPATCH SERVICE(S) from the COUNTY and/or any COUNTY AGENT(S); 1999 - 2002 POLICE DISPATCH SERVICE(S) AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CITY OF THE VILLAGE OF CLARKSTON Page 5 .111 c. Any and all alleged failures by the COUNTY and/or any COUNTY AGENT(S) to receive in a timely manner any telephone call for fire or emergency related services due to any alleged negligence by the CITY; d. Any and all alleged failures by the CITY or any CITY POLICE PERSONNEL to receive any transmitted POLICE DISPATCH SERVICE(S); e. Any and all alleged injuries or losses to the CITY and/or any CITY POLICE PERSONNEL arising out of any POLICE DISPATCH SERVICE(S) provided under this Agreement; f. Any and all alleged failures by the CITY or any CITY POLICE PERSONNEL to comply with any duty or obligation in this Agreement; and/or Any and all other alleged or actual CLAIM(S) based, in any way, upon any CITY or CITY POLICE PERSONNEL services, equipment, or any other event, occurrence, duty, or obligation related or attendant thereto. The CITY, however, shall not be obligated to pay any portion of any court-ordered final judgment or award for which a court has determined that the COUNTY and/or any COUNTY AGENT(S) was either solely negligent or solely at fault for any specific dollar amount of damages or loss to any person other than the CITY or any CITY POLICE PERSONNEL. 15. The indemnification right afforded to the COUNTY in this Agreement shall be excess and over and above any other valid and collectible insurance right available to the COUNTY from the CITY and applicable to any part of any ultimate net COUNTY and/or any COUNTY AGENT(S) loss whether or not any such insurance coverage is stated to be primary, contributing, excess, or contingent. To the extent that any CITY promise to indemnify, pay and hold harmless the COUNTY and/or any COUNTY AGENT(S) as set forth in this Agreement may become unenforceable or uncollectible, the CITY 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 COUNTY and/or any COUNTY AGENT(S). 16. The CITY agrees that all CITY 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 this Agreement, shall survive the cancellation or expiration of this Agreement. The parties agree that the expiration, cancellation, or termination of this Agreement shall be without prejudice to any rights or claims of either party against the other and shall not relieve either party of any obligations which, by their nature, survive expiration or termination of this Agreement. 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. 1999 - 2002 POLICE DISPATCH SERVICE(S) AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CITY OF THE VILLAGE OF CLARKSTON g. Page 6 18. The CITY and the COUNTY agree that neither the COUNTY nor any COUNTY AGENT(S), by virtue of this Agreement or otherwise, shall be considered or asserted to be employees of the CITY and further agree that, at all times and for all purposes under the terms of this Agreement, the COUNTY and/or any COUNTY AGENT(S) legal status and relationship to the CITY shall be that of an Independent Contractor. The parties also agree that no CITY POLICE PERSONNEL or any other CITY 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 COUNTY and/or any COUNTY AGENT(S). 19. The CITY and the COUNTY agree that, at all times and for all purposes relevant to this Agreement, the CITY and the 0.C.S.D. shall each remain the sole and exclusive employer of each of their respective employees. The CITY and the 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 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 COUNTY AGENT(S) or any CITY POLICE PERSONNEL or any other CITY 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 COUNTY AGENT(S), any applicable 0.C.S.D. 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 0.C.S.D. 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 0.C.S.D. and/or all conduct and actions of any COUNTY AGENT(S). 21. The CITY agrees that neither the CITY nor any CITY POLICE PERSONNEL shall provide, furnish or assign any COUNTY AGENT(S) with any job instructions, job descriptions, job specifications, or job duties, or, in any manner, attempt to control, supervise, train, or direct any COUNTY AGENT(S) in the performance of any COUNTY or COUNTY AGENT(S) duty or obligation under the terms of this Agreement. 22. The CITY agrees that it shall promptly deliver to the 0.C.S.D. 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 the CITY becomes aware of which involves, in any way, the 0.C.S.D. or any COUNTY AGENT(S). The CITY agrees to cooperate with the 0.C.S.D. in any investigation conducted by the SHERIFF of any act(s) or performance of any duties by any COUNTY AGENT(S). 23. Subject to the following Paragraph, and unless canceled as provided for in this Paragraph, this Agreement shall become effective on April 1, 1999, and shall remain in effect continuously until it expires, without any further act or notice being required of any party, at 11:59 P.M. on March 31, 2002. Either the COUNTY, the SHERIFF, or the CITY may cancel this Agreement, for any reason, including the convenience of any party, and without any penalty, before its March 31, 2002, expiration by delivering a written notice of the cancellation of this Agreement to the other signatories to this Agreement, or their successors in office. Such written notice shall provide at least a ninety (90) calendar day notice of the effective date of cancellation, and such cancellation of this Agreement shall be 1999 - 2002 POLICE DISPATCH SERVICE(S) AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CITY OF THE VILLAGE OF CLARKSTON Page 7 effective at 11:59 P.M. on last calendar day of the calendar month following the expiration of the 90 calendar day notice period. 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 the CITY Council. The approval and terms of this Agreement shall be entered into the official minutes and proceedings of the COUNTY Board of Commissioners and CITY Board and also shall be filed with the Office of the Clerk for the COUNTY and the CITY. In addition, this Agreement, and any subsequent amendments, shall be filed by a designated COUNTY AGENT(S) 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. 25. 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. 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 and the CITY 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 ten (10) pages, sets forth the entire contract and understanding between the COUNTY and the 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, except that any prior CITY promise to reimburse the COUNTY or indemnify or provide the COUNTY with any insurance protection against CLAIM(S) under any prior contract shall remain effective and enforceable for any CLAIM(S) arising or occurring during any prior contract period. The parties acknowledge the possibility that the CITY may, in the future, decide to lease certain radio and communications equipment from the COUNTY, and the CITY 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 contracts, understandings, or representations between the COUNTY and the CITY in any way related to the subject matter hereof, except as expressly stated herein. This Agreement shall not 1999 - 2002 POLICE DISPATCH SERVICE(S) AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CITY OF THE VILLAGE OF CLARKSTON Page 8 be changed or supplemented orally. This Agreement may be amended only by concurrent resolutions of the COUNTY Board of Commissioners and the CITY Council 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 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. 1999 - 2002 POLICE DISPATCH SERVICE(S) AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CITY OF THE VILLAGE OF CLARKSTON Page 9 WITNESSES: CITY OF THE VILLAGE OF CLARKSTON, a Michigan, Municipal Cor'o F ra )n:1 BY: C:r/vL-ct,vce-an_____a::WjaA Sharron Catallo Mayor BY: Artemus M. Pappas Clerk WITNESS: COUNTY OF OAKLAND, a Michigan Municipal Corporation BY: OAKLAND COUNTY SHERIFF, a Michigan ConstitutionaillOfficer Michael J. Batithard, Oakland County Sheriff IN WITNESS WHEREOF, Sharron Catallo, Mayor, of the CITY OF THE VILLAGE OF CLARKSTON, hereby acknowledges that she has been authorized by a resolution of the City Council (a certified copy of which is attached) to execute this Agreement on behalf of CITY OF THE VILLAGE OF CLARKSTON and hereby accepts and binds the CITY OF THE VILLAGE OF CLARKSTON to the terms and conditions of this Agreement on this day of , 1999. IN WITNESS WHEREOF, JOHN P. McCULLOCH, 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 the Agreement on this V60(k- day of 1999. JOHN lirt:KLOCH, Chairpe on, Oakland County Board of Com ssioners IN WITNESS WHEREOF, Michael J. Bouchard, in his official capacity as the Oakland County Sheriff, a Michigan Constitutional Officer, hereby concurs and accepts the terms and conditions of this Agreement as they relate to the Office of the Oakland County Sheriff, on this /0 '4, day of , 1999 ‘145 WITNESS: 1999 -2002 POLICE DISPATCH SERVICE(S) AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CITY OF THE VILLAGE OF CLARKSTON Page 10 Resolution #99074 April 15, 1999 The Chairperson referred the resolution to the Finance Committee. There were no objections. FISCAL NOTE (M.R.#99074) April 29, 1999 BY: FINANCE COMMITTEE, SUE ANN DOUGLAS, CHAIRPERSON IN RE: SHERIFF'S DEPARTMENT -POLICE DISPATCH SERVICE FOR THE CITY OF THE VILLAGE OF CLARKSTON FOR 1999-2002 TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Chairperson, Ladies and Gentlemen: Pursuant to Rule XII-C of this Board, the Finance Committee has reviewed the above referenced resolution and finds that sufficient revenue and expenditures have been included in the 1999/2000 Biennial Budget to cover the terms of the proposed contract, no additional appropriation is required. FINANCE COMMITTEE FINANCE COMMITTEE VOTE: Motion carried unanimously on a roll call vote. Resolution #95074 April 29, 1999 Moved by Millard supported by Appel the resolution be adopted. AYES: Appel, Causey-Mitchell, Colasanti, Coleman, Devine, Dingeldey, Douglas, Galloway, Garfield, Gregory, Jensen, McPherson, Millard, Moffitt, Obrecht, Palmer, Patterson, Schmid, Sever, Suarez, Taub. (21) NAYS: None. (0) A sufficient majority having voted therefor, the resolution was adopted. STATE OF MICHIGAN) COUNTY OF OAKLAND) I, G. William Caddell, 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 29, 1999 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,40th did5 of Aprq, 1999. G. William Caddell, County Clerk