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HomeMy WebLinkAboutResolutions - 2005.04.28 - 27768MISCELLANEOUS RESOLUTION 105078 April l4, 2005 BY: PUBLIC SERVICES COMMITTEE, JEFF POTTER, CHAIRPERSON IN RE: SHERIFF'S OFFICE -CONTRACT FOR POLICE AND FIRE DISPATCH SERVICES FOR THE CITY OF WIXOM FOR 2005-2010 TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Chairperson, Ladies and Gentiemen: WHEREAS it is the policy of the Oakland County Board of Commissioners to permit the Sheriff's Office to enter into contractual agreements for the purpose of Police and Fire Dispatch services; and WHEREAS at the request of the City of Nixon the Sheriff's Office has been dispatching police and fire calls for the City of Wixom Police and Fire Departments; and WHEREAS Miscellaneous Resolution #00192 established dispatch contract and rates through the June 30, 2005; and WHEREAS the Sheriff's Office, along with the Department of Management & Budget, is recommending dispatching services per the attached contract between the County of Oakland and the City of Wixom; and WHEREAS Corporation Counsei has approved the attached contract. NOW THEREFORE BE II RESOLVED that the Oakland County Board of Commissioners authorizes the Chairperson of the Board to enter into the attached Police and Fire Dispatch Agreement with the City of Wixom. Chairperson, on behalf of the Public Services Committee, I move the adoption of the fcregoinp resolution. PUBLIC SERVICES COMMITTEE Public Services Committee Vote: Motion carried unanimously on a roll call vote. POLICE AND FIRE DISPATCH SERVICE(S) AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CITY OF WIXOM *,. , This Agreement is made and entered into between the COUNTY OF OAKLAND, a MichiganA Constitutional and Municipal Corporation, whose address is 1200 North Telegrap4Rpaci, Ppotipc„Miphigan 48341 (hereafter the "COUNTY"), and the CITY of WIXOM, a Michigan Constitutional and Municipal Corporation, located within Oakland County, whose address is 49045 Pontiac Trail, Wixom, Michigan 48393- 2567 (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 and fire protection service for residents of the CITY; and WHEREAS, in order to provide effective police and fire protection services for its residents, the CITY also must provide for CITY Police and Fire Department communication and dispatch functions; and WHEREAS, the OAKLAND COUNTY SHERIFF'S DEPARTMENT (0.C.S.D.) now provides police communication and dispatch functions and has the capability to provide police and fire dispatch but, absent this Agreement, is not obligated to provide any "POLICE and/or FIRE DISPATCH SERVICE(S)", as defined in this Agreement, for the CITY; and WHEREAS, the COUNTY and the CITY may enter into an contract by which the 0.C.S.D. would provide POLICE and FIRE 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 and FIRE DISPATCH SERVICE(S) with the 0.C.S.D. than to equip and staff its own police and fire communication and dispatch center; and WHEREAS, the 0.C.S.D. agrees to provide POLICE and FIRE DISPATCH SERVICE(S) for the "CITY POLICE and FIRE 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 and FIRE DISPATCH SERVICE(S) to CITY POLICE and FIRE 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 non- emergency telephone call or notice, of any kind, received by the 0.C.S.D., which either requests, requires or, in the sole judgment of the 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 infractions), which results in any 0.C.S.D. or designated COUNTY AGENT(S) radio communication, or any attempted radio communication to any CITY FIRE PERSONNEL. b. "CITY POLICE PERSONNEL" shall be defined to include: any and all uniformed, non- uniformed, 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. "FIRE DISPATCH SERVICE(S)" 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 either requests, requires or, in the sole judgment of the 0.C.S.D, or designated COUNTY AGENT(S), appears to request or require the presence, attention, or services of any CITY FIRE PERSONNEL to address, respond, or attend to any issue, event, or circumstance involving public health or safety, an accident or accidental injury, the protection of property, any emergency (including, but not limited to medical, fire, and/or health), which results in any 0.C.S.D. or designated COUNTY AGENT(S) radio communication, or any attempted radio communication to any CITY FIRE PERSONNEL. d. "CITY FIRE PERSONNEL" shall be defined to include: any and all uniformed, non-uniformed, 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 fire or emergency related 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. FIRE DISPATCH SERVICE(S). e. "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. f. "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 and FIRE 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 and FIRE PERSONNEL with any other direct, indirect, backup, or supplemental support or police or fire or emergency-related service or protection, of any kind or nature whatsoever, or POLICE AND FIRE DISPATCH SERVICE(S) AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CITY OF VVIXOM Page 2 required to send any COUNTY AGENT(S) to respond, in any way, to any call for CITY POLICE and FIRE 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 and FIRE PERSONNEL to receive and respond to any 0.C.S.D. or designated COUNTY AGENT(S) POLICE and FIRE 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 and FIRE DISPATCH SERVICE(S) for CITY POLICE and FIRE PERSONNEL may be unsuccessful and, as a result, CITY POLICE and FIRE PERSONNEL'S timely response to a call for CITY POLICE and FIRE 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 CITY POLICE and FIRE PERSONNEL'S alleged failure to respond in a timely manner to any call for CITY POLICE and FIRE 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 and FIRE DISPATCH SERVICE(S) to the CITY except that the COUNTY will make a reasonable effort to provide POLICE and FIRE DISPATCH SERVICE(S) for CITY POLICE and FIRE PERSONNEL consistent with 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 and/or FIRE PERSONNEL radio or other communication equipment, and that the 0.C.S.D. shall not be obligated to provide any CITY POLICE and/or FIRE 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 and FIRE PERSONNEL radios and/or other communication equipment will be properly set and adjusted to receive any POLICE and/or FIRE 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 and 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 (FCC) communication requirements; © the CITY and all CITY POLICE and FIRE 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 and FIRE PERSONNEL to receive POLICE and/or FIRE DISPATCH SERVICE(S) from the 0.C.S.D.; and (d) all CITY POLICE and 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. Subject to the following Paragraph, and unless canceled as provided for in this Paragraph, this Agreement shall become effective on July 1, 2005, and shall remain in effect continuously until it POLICE AND FIRE DISPATCH SERVICE(S) AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CITY OF WIXOM Page 3 expires, without any further act or notice being required of any party, at 11:59 P.M. on June 30, 2010. 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 June 30, 2010, 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 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. 11. 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 Council 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. 12. In consideration of the COUNTY'S promises and efforts under this Agreement, the CITY agrees to pay to the COUNTY, NINTY-FOUR THOUSAND DOLLARS ($ 94,000) per annum for the first year (2005-2006), payable in monthly installments of SEVEN THOUSAND EIGHT HUNDRED THIRTY- THREE DOLLARS AND THIRTY-THREE CENTS ($ 7,833.33), as follows: a. The COUNTY shall send an invoice to the CITY on the first calendar day of each month for services rendered the previous month. The CITY shall have 30 days from the date of each invoice to make payment. For example, for services rendered in July of 2005, the COUNTY will bill the CITY on August 1, 2005 and the CITY shall pay the invoice within 30 days of the invoice date. 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. Patrick 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. e. For each successive year that this Agreement is in effect, the yearly payment amount shall be as follows: 2006/2007-$103,400, 2007/2008-$113,740, 2008/2009-$120,992, 2009/2010- $124,612 per annum, said increase effective on each successive yearly anniversary date of the effective date of this Agreement. 13. Should the CITY fail, for any reason, to timely pay the County the amounts required under this Agreement, the CITY agrees that upon notice from the Oakland County Treasurer to the Treasurer of the State of Michigan (or any other State of Michigan official authorized to disburse funds to the CITY), the State of Michigan is authorized to withhold any funds due the CITY from the state, and assign those funds to partially or completely offset any deficiency by the CITY to the COUNTY. Such funds shall be paid directly to the COUNTY. Further, the CITY waives any claims against the State or COUNTY, or their respective officials, for any such amounts paid to the County. Should the CITY fail for any reason to timely pay the COUNTY the amounts required under this Agreement, the County Treasurer shall be entitled to set-off and retain any amounts due the CITY from Delinquent Tax Revolving Fund ("DTRF") or any other source of funds due the CITY in the possession of the POLICE AND FIRE DISPATCH SERVICE(S) AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CITY OF WIXOM Page 4 COUNTY, to partially or completely offset any deficiency by the CITY, unless expressly prohibited by law. Such a transfer shall be considered an assignment by the CITY to the COUNTY. Further, the CITY waives any claims against the COUNTY, or its officials, for any such amounts paid to the COUNTY. Nothing in this paragraph shall operate to limit in any way the COUNTY'S right to pursue any other legal remedies against the CITY for the reimbursement of amounts due the COUNTY under this Agreement. The remedies in this paragraph are available to the COUNTY on an ongoing and successive basis, as the CITY becomes delinquent in its payments. 14. 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; 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; 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 the commencement 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 POLICE AND FIRE DISPATCH SERVICE(S) AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CITY OF WIXOM Page 5 the COUNTY'S Risk Management Division as to conformity with the requirements of this Agreement. 15. 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). 16. 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 and/or FIRE 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 and/or FIRE PERSONNEL; b. Any and all alleged CITY or CITY POLICE and/or FIRE PERSONNEL'S negligent or erroneous response to, or failure to respond to, any communication or POLICE and/or FIRE DISPATCH SERVICE(S) from the COUNTY and/or any COUNTY AGENT(S); 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 and/or FIRE PERSONNEL to receive any transmitted POLICE and/or FIRE DISPATCH SERVICE(S); e. Any and all alleged injuries or losses to the CITY and/or any CITY POLICE and/or FIRE PERSONNEL arising out of any POLICE and/or FIRE DISPATCH SERVICE(S) provided under this Agreement; f. Any and all alleged failures by the CITY or any CITY POLICE and/or FIRE 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 and/or FIRE 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 and FIRE PERSONNEL. 17. 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). POLICE AND FIRE DISPATCH SERVICE(S) AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CITY OF WIXOM g. Page 6 18. 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. 19. 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. 20. 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 and FIRE 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). 21. 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 and/or FIRE PERSONNEL or any other CITY employee. 22. 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). 23. The CITY agrees that neither the CITY nor any CITY POLICE and FIRE 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. 24. 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). POLICE AND FIRE DISPATCH SERVICE(S) AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CITY OF wrxorvi 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 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. The CITY acknowledges that it has reviewed all of its current or proposed contracts, including any and all labor or union contracts with any CITY POLICE OR FIRE PERSONNEL, and hereby warrants that the CITY does not have and will not have at any time during the term of this Agreement, any other contractual agreements that will in any manner restrict, interfere with, or prohibit the CITY and any CITY POLICE OR FIRE PERSONNEL, or any other person from complying with the CITY'S obligations and duties as set forth in this Agreement and/or the CITY POLICE OR FIRE DISPATCH SERVICES as described herein. The CITY further agrees that the CITY'S obligation to indemnify the COUNTY and/or any COUNTY AGENT(S), and that the provisions of Paragraphs 14, 15, and 16 of this Agreement, will apply if the COUNTY and/or COUNTY AGENT(S) are brought into any labor dispute between the CITY and any of its bargaining units or other labor organizations as a result of CITY POLICE OR FIRE DISPATCH SERVICES being provided to the CITY. The term labor dispute shall include, but not be limited to, unfair labor practices, actions for breach of contract, or any other labor dispute arising as a result of CITY POLICE OR FIRE DISPATCH SERVICES being provided to the CITY. 31. This Agreement, consisting of nine (9) pages, sets forth the entire contract and understanding between the COUNTY and the CITY and fully supersedes any and all prior contracts, agreements or 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 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. 32. 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 POLICE AND FIRE DISPATCH SERVICE(S) AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CITY OF WIXOM Page 8 MICHAEL MCDONALD Mayor WITNESSES: RA 0e1th rk-kmi ez4eAlit CITY OF WIXOM, Michigan Municipal CorpohtticQ •Ler---1 LINDA KIRBY Clerk WITNESS: OAKLAND garNTY SHERIE,E, Michig Consti BY4 Michael J. Bou Oakland CouivSheriff which is hereby acknowledged, the COUNTY and the CITY hereby agree and promise to be bound by the terms and provisions of this Agreement. IN WITNESS WHEREOF, MICHAEL MCDONALD, Mayor, for the CITY OF WIXOM, hereby acknowledges that he has been authorized by a resolution of the WIXOM City Council (a certified copy of which is attached) to execute this Agreement on behalf of THE CITY OF WIXOM and hereby 9ppepts and binds the CITY OF WIXOM to the terms and conditions of this Agreement on this \-41 day of , 2005. IN WITNESS WHEREOF, Bill Bullard, Jr., 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 2005. COUNTY OF OAKLAND, a Michigan Municipal Corporation BY: jW12— * Bill Bullard, Jr., Chairperson, Oakland County Board of Commissioners IN WITNESS WHEREOF, Michael J. Bouchard, in his official capacity as the OAKLAND COUNTY SHERIFF, a Michigarl Constitutional Office, hereby concurs and accepts the terms and conditions of this Agreement on this SP day of /?A— , 2005. N'CrEMPFILE\JOHN12000-264 TINALWPD POLICE AND FIRE DISPATCH SERVICE(S) AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CITY OF VVIXOM Page 9 FISCAL NOTE (M.R. #05078) April 28, 2005 BY: FINANCE COMMITTEE, CHUCK MOSS, CHAIRPERSON IN RE: SHERIFF'S OFFICE - CONTRACT FOR POLICE AND FIRE DISPATCH SERVICES FOR THE CITY OF WIXOM FOR 2005-2010 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: 1. The City of Wixom has requested a contract between the City of Wixom and the Oakland County Sheriff for Police and Fire Dispatch Services beginning July 1, 2005. The current contract expires on June 30, 2005. 2. Operating revenues generated by this contract will equal $23,500 for the balance of Fiscal Year 2005 and $96,300 for Fiscal Year 2006. 3. The renewal of this contract at the new contracted rates was anticipated during the FY 2005/2006 budget process. A budget amendment to the FY 2005 and FY 2006 budget is not recommended. FINANCE COMMITTEE FINANCE COMMITTEE Motion carried unanimously on a roll call vote. Resolution #05078 April 14, 2005 The Chairperson referred the resolution to the Finance Committee. There were no objections. Ruth Johnson, County Clerk Resolution #05078 April 28, 2005 Moved by Crawford supported by Melton the resolutions on the Consent Agenda be adopted and the report be confirmed. AYES: Coulter, Crawford, Douglas, Gershenson, Gregory, Hatchett, Jamian, KowaII, Long, Melton, Middleton, Molnar, Moss, Nash, Palmer, Patterson, Potter, Scott, Suarez, Wilson, Woodward, Zack, Bullard, Coleman. (24) NAYS: None. (0) A sufficient majority having voted therefore, the resolutions on the Consent Agenda were adopted and the report was confirmed. I HEREBY ANNE TIE PSEGONG 1E211110N STATE OF MICHIGAN) COUNTY OF OAKLAND) I, Ruth Johnson, 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 28,2005 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 28th day of April, 2005.