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HomeMy WebLinkAboutResolutions - 2001.03.08 - 26509MISCELLANEOUS RESOLUTION #01079 March 8, 2001 BY: PUBLIC SERVICES COMMITTEE, DAVID L. MOFFIT, CHAIRPERSON IN RE: SHERIFF'S DEPARTMENT -CONTRACT FOR FIRE DISPATCH SERVICES FOR THE CHARTER TOWNSHIP OF COMMERCE AND CREATION OF ONE SHERIFF COMMUNICATION AGENT 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 Fire Dispatch services; and WHEREAS at the request of the Charter Township of Commerce, the Sheriff's Department has been requested to dispatch fire calls for the Commerce Township Fire Department; and WHEREAS Miscellaneous Resolution #98013 established dispatch rates through the year 2003; 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 $28,000 per year for this agreement, and to negotiate a new three year agreement when all the other Fire Dispatch Agreements expire on 3/31/2002 between the County of Oakland and Charter Township of Commerce; and WHEREAS the Sheriff is requesting the creation of one (1) Sheriff Communication Agent position in the Communications Unit; and WHEREAS the majority of the cost of this position is covered by the contract. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners authorizes the Chairperson of the Board to enter into the attached Fire Dispatch Agreement with Charter Township of Commerce. BE IT FURTHER RESOLVED that one (1) GF/GP Sheriff Communication Agent position be added to the Communications Unit, Technical Services Division, of the Sheriff's Department. Chairperson, on behalf of the Public Services Committee, I move the adoption of the foregoing resolution. PUBLIC SERVICES COMMITTEE Motion carried unanimously with Coleman and McPherson absent. Number of Additional Contracts 5 $4, 323 $21,615 $28,000 $49,615 $19,676 $69,291 Total Charge per contract for Dispatch Services Total revenue generated by additional contracts M.R. #01--- Commerce Township Fire Total Revenue Increase Revenue balance from M.R. #00192 Total Cost for one (1) additional Communication Agent: Schedule A Sheriff Department Communications Agent Additional Patrol Municipality M.R. #00308 M.R. #00292 M.R. #00310 M.R. #00309 M.R. #00337 Contracts added in 2000 Rochester Hills (Patrol) Rochester Hills (Patrol) Springfield Twp. (Patrol) Oxford Twp. (Patrol) Oakland Twp. (Patrol) Salary @ 1 year step Fringes @ 40% Sub-total Operating costs Total $29,719 11,888 $41,607 1,000 $42,607 $42,607 Balance $26,684 2001 -2002 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF COMMERCE This Agreement is made and entered into between the COUNTY OF OAKLAND, a Michigan Constitutional and Municipal Corporation, whose address is 1200 North Telegraph Road, Pontiac, Michigan 48341 (the "COUNTY"), and The CHARTER TOWNSHIP OF COMMERCE, a Michigan Constitutional and Municipal Corporation, located within Oakland County, whose address is 2840 Fisher Avenue, Commerce Township, Michigan 48390 (the "TOWNSHIP"). 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 1201 North Telegraph Road, Pontiac, Michigan 48341 (the "SHERIFF"). In this Agreement, whenever the COUNTY and the SHERIFF are intended to be referred to jointly, they shall collectively be referred to as the "OAKLAND COUNTY SHERIFF'S DEPARTMENT" ("0.C.S.D.") WITNESSETH WHEREAS, the TOWNSHIP is authorized by law to provide fire protection service for residents of the TOWNSHIP; and WHEREAS, in order to provide effective fire protection services for its residents, the TOWNSHIP must also provide for TOWNSHIP Fire Department communication and dispatch functions; and WHEREAS, the 0.C.S.D. provides police communication and dispatch functions and has the capability to provide fire dispatch but, absent this Agreement, is not obligated to provide "FIRE DISPATCH SERVICE", as defined in this Agreement, for the TOWNSHIP; and WHEREAS, the COUNTY and the TOWNSHIP may enter into an contract by which the 0.C.S.D. would provide FIRE DISPATCH SERVICE for the TOWNSHIP; and WHEREAS, the TOWNSHIP has concluded that it is more cost effeave for the TOWNSHIP to contract for FIRE DISPATCH SERVICE with the 0.C.S.D. than to equip and staff its own fire communication and dispatch center; and WHEREAS, the 0.C.S.D. agrees to provide FIRE DISPATCH SERVICE for the "TOWNSHIP FIRE PERSONNEL", as defined in this Agreement, under the following terms and conditions; NOW, THEREFORE, it is mutually agreed as follows: 1. The COUNTY, with the cooperation and approval of the SHERIFF, shall, in conjunction with its existing 0.C.S.D. police communications functions, provide FIRE DISPATCH SERVICE to TOWNSHIP FIRE PERSONNEL for the TOWNSHIP. 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. "FIRE DISPATCH SERVICE" shall be defined to include: any emergency or non- emergency telephone call or notice, of any kind, received by the 0.C.S.D., which 2001-2002 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF COMMERCE Page 1 requests, requires or, in the sole judgment of the 0.C.S.D. or a COUNTY AGENT, appears to request or require the presence, attention, or services of any TOWNSHIP FIRE PERSONNEL to address, respond, or attend to any issue, event, or circumstance involving public health or safety, an accident, an accidental injury, the protection of property, or any emergency (including, but not limited to medical, fire, and/or health), which results in any 0.C.S.D. or COUNTY AGENT radio communication, or any attempted radio communication to any TOWNSHIP FIRE PERSONNEL. b. "TOWNSHIP FIRE PERSONNEL" shall be defined to include: all uniformed, non- uniformed, civilian, command, volunteer, administrative and/or supervisory personnel employed and/or contracted by the TOWNSHIP to provide, supply, support, administer, or direct any TOWNSHIP fire or emergency related services and/or any persons acting by, through, under, or in concert with any of them; or any TOWNSHIP official, officer, employee or agent whose TOWNSHIP job duties may include the receipt of any 0.C.S.D. FIRE DISPATCH SERVICE. c. "COUNTY AGENT' shall be defined to include the OAKLAND COUNTY SHERIFF, SHERIFF, and all COUNTY elected and appointed officials, commissioners, officers, boards, committees, commissions, departments, divisions, volunteers, employees (including any SHERIFF'S DEPUTY), agents, representatives, contractors, predecessors, successors, assigns, attorneys, or auditors (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. d. "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. 3. Except for the FIRE DISPATCH SERVICE expressly contracted for herein, the 0.C.S.D. and/or any COUNTY AGENT shall not be obligated to provide or assist the TOWNSHIP or any TOWNSHIP FIRE PERSONNEL with any other direct, indirect, backup, or supplemental support or fire or emergency-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 TOWNSHIP FIRE PERSONNEL services. 4. Under all circumstances, the Township shall remain solely and exclusively responsible for all costs and/or liabilities associated with providing available on-duty TOWNSHIP FIRE PERSONNEL to receive and respond to FIRE DISPATCH SERVICE in a timely and professional manner. 2001-2002 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF COMMERCE Page 2 5. The TOWNSHIP acknowledges that there may be circumstances when, despite all reasonable efforts, an 0.C.S.D. or COUNTY AGENT attempt to communicate or provide FIRE DISPATCH SERVICE for TOWNSHIP FIRE PERSONNEL may be unsuccessful and, as a result, TOWNSHIP FIRE PERSONNEL'S timely response to a call for TOWNSHIP FIRE PERSONNEL assistance may not be forthcoming. To the extent provided by law, the TOWNSHIP agrees to indemnify and hold harmless the COUNTY and/or any COUNTY AGENT from any and all resulting CLAIMS and that it shall be solely liable and exclusively responsible for any and all CLAIMS against the COUNTY and/or any COUNTY AGENT as a result of any TOWNSHIP FIRE PERSONNEL'S alleged failure to respond in a timely manner to any call for TOWNSHIP FIRE PERSONNEL assistance. 6. This Agreement does not, and is not intended to, include any 0.C.S.D. warranty, promise, or guaranty, of any kind or nature, concerning the performance of FIRE DISPATCH SERVICE to the TOWNSHIP except that 0.C.S.D. will make a reasonable effort to provide FIRE DISPATCH SERVICE for TOWNSHIP FIRE PERSONNEL consistent with existing 0.C.S.D. communication and dispatching policies, procedures, orders, and standards. 7. The TOWNSHIP shall be solely and exclusively responsible for all costs, expenses and liabilities associated with the purchase, lease, operation, and/or use of any TOWNSHIP FIRE PERSONNEL radio or other communication equipment. The 0.C.S.D. shall not be obligated to provide TOWNSHIP FIRE PERSONNEL with any radio or other communication equipment of any kind. The TOWNSHIP 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. 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 sole judgment and discretion, believes to be in its best interest. 9. The TOWNSHIP shall be solely and exclusively responsible, during the term of this Agreement, for guaranteeing that: (a) all TOWNSHIP FIRE PERSONNEL radios and other communication equipment will be properly set, adjusted and maintained to receive any FIRE DISPATCH SERVICE from the 0.C.S.D. and/or COUNTY AGENT; (b) all TOWNSHIP FIRE 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 communication requirements, including, but not limited, to all Federal Communications Commission orders, regulations, and policies; (c) the TOWNSHIP and all TOWNSHIP FIRE PERSONNEL shall, at all times, promptly and properly notify the designated COUNTY AGENT of any on-duty or off-duty status and/or availability or unavailability of TOWNSHIP FIRE PERSONNEL to receive FIRE DISPATCH SERVICE from the 0.C.S.D.; and (d) all TOWNSHIP FIRE 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 TOWNSHIP shall pay the COUNTY TWO THOUSAND THREE HUNDRED THIRTY THREE DOLLARS AND THIRTY-THREE CENTS ($2,333.33) every calendar month that this Agreement is in effect as follows: 2001-2002 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF COMMERCE Page 3 a. Each monthly payment shall be due and payable no later than the 15th calendar day of each calendar month starting on the 15 th calendar day after this Agreement is extended, and continuing each calendar month thereafter. b. All Monthly payments shall be due and payable by the TOWNSHIP without any further notice or demand from the COUNTY. c. Each monthly payment shall be made by a check drawn on a TOWNSHIP 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. d. Each payment shall clearly identify that it is a monthly payment being made pursuant to this Agreement and identify the calendar month for which the TOWNSHIP intended the payment to apply. The COUNTY, in its discretion, may apply any monthly payment received from the TOWNSHIP to any past due amount or monthly payment then due and owing to the COUNTY pursuant to this Agreement. 11. All payment obligations in this Agreement shall be absolute and unconditional and shall not be subject to any set-off, defense, counterclaim, or recoupment for any reason. To the maximum extent provided by law, if there is any amount past due under this Agreement, the County has the right to set-off that amount from any amount due to the Township from the County, including, but not limited to, distributions from the Delinquent Tax Revolving Fund (DTRF). 12. The TOWNSHIP shall purchase and maintain the following insurance coverage, in the minimum coverage amounts indicated, for the entire duration of this Agreement and provide the COUNTY with the following Certificates of Insurance. The TOWNSHIP 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; 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 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; 2001-2002 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF COMMERCE Page 4 c. 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 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 TOWNSHIP."; and iv. "There will be no additional exclusions running to the Additional Insured based upon any actions or activities of the Named Insured." d. 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 the commencement date of this Agreement to the COUNTY'S Risk Management Division. Insurance carriers, coverage, 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 COUNTY and/or any COUNTY AGENT shall be legally subrogated to any rights to recover or any benefits the TOWNSHIP 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 whole for any CLAIM. The TOWNSHIP shall cooperate and perform any act necessary to secure such rights for the COUNTY and/or any COUNTY AGENT. 14. Except as otherwise provided in this Paragraph, and to the extent provided by law, the TOWNSHIP agrees to indemnify and hold harmless the COUNTY and/or any COUNTY AGENT from and against any and all CLAIMS which are imposed upon, incurred by, or asserted against the COUNTY and/or any COUNTY AGENT by any person which are based upon, result from, arise from, or are in any way related to any alleged error, injury, mistake, negligent or intentional act or omission by the TOWNSHIP and/or any TOWNSHIP FIRE PERSONNEL, including, but not limited to: a. Any and all alleged breach of any legal duty to any person by the TOWNSHIP or any TOWNSHIP FIRE PERSONNEL; b. Any and all alleged TOWNSHIP or TOWNSHIP FIRE PERSONNEL'S negligent or erroneous response to, or failure to respond to, any communication or FIRE DISPATCH SERVICE from the COUNTY and/or any COUNTY AGENT; c. Any and all alleged failures by the COUNTY and/or any COUNTY AGENT to receive in a timely manner any telephone call for fire or emergency related services due to any alleged negligence by the TOWNSHIP; d. Any and all alleged failures by the TOWNSHIP or any TOWNSHIP FIRE PERSONNEL to receive any transmitted FIRE DISPATCH SERVICE; 2001-2002 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF COMMERCE Page 5 e. Any and all alleged injuries or losses to the TOWNSHIP and/or any TOWNSHIP FIRE PERSONNEL arising out of any FIRE DISPATCH SERVICE provided under this Agreement; f. Any and all alleged failures by the TOWNSHIP or any TOWNSHIP FIRE PERSONNEL to comply with any duty or obligation in this Agreement; and/or Any and all other alleged or actual CLAIM based, in any way, upon any TOWNSHIP or TOWNSHIP FIRE PERSONNEL services, equipment, or any other event, occurrence, duty, or obligation related or attendant thereto. The TOWNSHIP, 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 was either solely negligent or solely at fault for any specific dollar amount of damages or loss to any person other than the TOWNSHIP or any TOWNSHIP FIRE 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 TOWNSHIP and applicable to any part of any ultimate net COUNTY and/or any COUNTY AGENT loss whether or not any such insurance coverage is stated to be primary, contributing, excess, or contingent. To the extent that any TOWNSHIP promise to indemnify, pay and hold harmless the COUNTY and/or any COUNTY AGENT as set forth in this Agreement may become unenforceable or uncollectible, the TOWNSHIP shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law toward the payment and satisfaction of any CLAIM against the COUNTY and/or any COUNTY AGENT. 16. All TOWNSHIP 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 CLAIMS, either occurring or having their basis in any events or transactions that occurred before the cancellation or expiration of this Agreement, shall survive the cancellation or expiration of this Agreement. The 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. 18. Neither the COUNTY nor any COUNTY AGENT, by virtue of this Agreement or otherwise, shall be considered employees of the TOWNSHIP. The COUNTY and/or any COUNTY AGENTS legal status and relationship to the TOWNSHIP shall be that of an Independent Contractor. No TOWNSHIP FIRE PERSONNEL shall, by virtue of this Agreement or otherwise, be considered an employee, agent, or working under the supervision and control of the COUNTY and/or any COUNTY AGENT. 2001-2002 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF COMMERCE g. Page 6 19. The TOWNSHIP and the 0.C.S.D. shall each remain the sole and exclusive employer of each of their respective employees. The TOWNSHIP 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, 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. 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 or condition of employment of any COUNTY AGENT, or any applicable 0.C.S.D. 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.D. 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.D. and/or all conduct and actions of any COUNTY AGENT. 21. Neither the TOWNSHIP nor any TOWNSHIP FIRE PERSONNEL shall provide, furnish or assign any COUNTY AGENT with any job instructions, job descriptions, job specifications, or job duties, or, in any manner, attempt to control, supervise, train, or direct any COUNTY AGENT in the performance of any COUNTY duty or obligation under the terms of this Agreement. 22. The TOWNSHIP shall promptly deliver to the 0.C.S.D. written notice and copies of any CLAIM, accusation or allegation of negligence or other wrongdoing, whether civil or criminal in nature, that the TOWNSHIP becomes aware of which involves, in any way, the 0.C.S.D. or any COUNTY AGENT. The TOWNSHIP shall cooperate with the 0.C.S.D. in any investigation conducted by the SHERIFF of any act or performance of any duties by any COUNTY AGENT. 23. Subject to the following Paragraph, and unless canceled as provided for in this Paragraph, this Agreement shall become effective on upon execution by both parties, and shall remain in effect continuously until it expires, without any further act or notice being required of any party, at 11:59 P.M. on March 31, 2002. This Agreement may be cancelled 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 to the other signatories to this Agreement, or their successors in office. Such written notice shall provide at least a ninety (90) calendar days notice of the effective date of cancellation, and such cancellation of this Agreement shall be effective at 11:59 P.M. on the last calendar day of the calendar month following the expiration of the 90 calendar day notice period. 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 TOWNSHIP Board. The approval and terms of this Agreement shall pe entered into the official minutes and proceedings of the COUNTY Board of Commissioners and TOWNSHIP Board and also shall be filed with the Office of the Clerk for the COUNTY and the TOWNSHIP. 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. 2001-2002 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF COMMERCE Page 7 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 arid 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 TOWNSHIP 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. 29 This Agreement sets forth the entire contract and understanding between the COUNTY and the TOWNSHIP 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 TOWNSHIP promise to reimburse the COUNTY or to indemnify or provide the COUNTY with any insurance protection against CLAIM under any prior contract shall remain effective and enforceable for any CLAIM arising or occurring during any prior contract period. This Agreement shall not be changed or supplemented orally. This Agreement may be amended only by concurrent resolutions of the COUNTY Board of Commissioners and the TOWNSHIP Board 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 TOWNSHIP hereby agree and promise to be bound by the terms and provisions of this Agreement. 2001-2002 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF COMMERCE Page 8 IN WITNESS WHEREOF, THOMAS K. ZONER, Supervisor, for the CHARTER TOWNSHIP OF COMMERCE, hereby acknowledges that he has been authorized by a resolution of the Commerce Township Board (a certified copy of which is attached) to execute this Agreement on behalf of THE CHARTER TOWNSHIP OF COMMERCE and hereby accepts and binds the Commerce to the terms and conditions of this Agreement on this day of ,2001. WITNESSES: CHARTER TOWNSHIP OF COMMERCE, a Michigan Municipal Corporation BY: THOMAS K. ZONER Supervisor BY: Clerk IN WITNESS WHEREOF, FRANK H. MILLARD, Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners (a certified copy of which is attached) to execute this amendment to the Current Agreement on behalf of the COUNTY OF OAKLAND and hereby accepts and binds the COUNTY OF OAKLAND to the terms and conditions of this Agreement on this day of , 2001. WITNESS: COUNTY OF OAKLAND, a Michigan Municipal Corporation BY: FRANK H. MILLARD, Chairperson, Oakland County Board of Cornmissioners 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 , 2001. WITNESS: OAKLAND COUNTY SHERIFF, a Michigan Constitutional Officer BY: MICHAEL J. BOUCHARD, Oakland County Sheriff 2001-2002 FIRE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF COMMERCE Page 9 Resolution #01079 March 8, 2001 The Chairperson referred the resolution to the Personnel and Finance Committees. There were no objections.